UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
☐ |
REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2020 | Commission File Number: 001-39479 |
AKUMIN INC.
(Exact name of Registrant as specified in its charter)
Ontario | 8071 | N/A | ||
(Province or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial
Classification Code) |
(I.R.S. Employer
Identification No.) |
8300 W. Sunrise Boulevard
Plantation, Florida 33322
Tel: (844) 730-0050
(Address and telephone number of Registrants principal executive offices)
Akumin Corp.
8300 W. Sunrise Boulevard
Plantation, Florida 33322
Tel: (844) 730-0050
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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Common Shares, no par value | AKU | The Nasdaq Stock Market LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
☒ Annual Information Form | ☒ Audited Annual Financial Statements |
Indicate the number of outstanding shares of each of the Registrants classes of capital or common stock as of the close of the period covered by the annual report: 70,178,428
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes ☒ No ☐
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the Registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
EXPLANATORY NOTE
Akumin Inc. (the Company or the Registrant) is a foreign private issuer as defined in Rule 3b-4 under Securities Exchange Act of 1934, as amended (the Exchange Act), and is a Canadian issuer eligible to file its annual report (Annual Report) pursuant to Section 13 of the Exchange Act on Form 40-F pursuant to the multi-jurisdictional disclosure system (the MJDS) adopted by the United States Securities and Exchange Commission (the SEC). The Companys common shares are listed on the Toronto Stock Exchange and the Nasdaq Global Select Market (Nasdaq) under the trading symbol AKU.
The Registrant is permitted under MJDS to file with this Annual Report certain reports and other information prepared in accordance with Canadian disclosure requirements, which are different from those of the United States. On October 1, 2020, the Registrant adopted United States generally accepted accounting principles (U.S. GAAP). The Registrants Audited Consolidated Financial Statements for the year ended December 31, 2020, filed as Exhibit 99.6 to this Annual Report, including required comparative information for 2019, have been prepared in accordance with U.S. GAAP. The financial information for the year ended December 31, 2020 included in the Annual Information Form of the Company for the year ended December 31, 2020 (the AIF), filed as Exhibit 99.4 to this Annual Report, is prepared in accordance with U.S. GAAP.
PRINCIPAL DOCUMENTS
The following principal documents are filed as exhibits to, and incorporated by reference into this Annual Report:
FORWARD-LOOKING STATEMENTS
This Annual Report contains or incorporates by reference forward-looking information or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements describe our future plans, strategies, expectations and objectives, and are generally identifiable by use of the words may, will, should, continue, expect, anticipate, estimate, believe, intend, plan or project or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements contained in this Annual Report include, without limitation, statements regarding:
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expected performance and cash flows; |
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changes in laws and regulations affecting the Company; |
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expenses incurred by the Company as a public company; |
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future growth of the diagnostic imaging market; |
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changes in reimbursement rates by payors; |
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the outcome of litigation and payment obligations in respect of prior settlements; |
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the availability of radiologists at our contracted radiology practices; |
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competition; |
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acquisitions and divestitures of businesses; |
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potential synergies from acquisitions; |
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non-wholly owned and other business arrangements; |
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access to capital and the terms relating thereto; |
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technological changes in our industry; |
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successful execution of internal plans; |
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compliance with our debt covenants; |
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anticipated costs of capital investments; and |
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future compensation of our directors and executive officers. |
1
Such statements may not prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The following are some of the risks and other important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements:
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our ability to successfully grow the market and sell our services; |
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general market conditions in our industry; |
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our ability to service existing debt; |
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our ability to acquire new centers and, upon acquisition, to successfully market and sell new services that we acquire; |
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our ability to achieve the financing necessary to complete our acquisitions; |
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our ability to enforce any claims relating to breaches of indemnities or representations and warranties in connection with any acquisition; |
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market conditions in the capital markets and our industry that make raising capital or consummating acquisitions difficult, expensive or both, or which may disrupt our annual operating budget and forecasts; |
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unanticipated cash requirements to support current operations, to expand our business or for capital expenditures; |
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delays or setbacks with respect to governmental approvals, or manufacturing or commercial activities; |
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changes in laws and regulations; |
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the loss of key management or personnel; |
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the risk that the Company is not able to arrange sufficient cost-effective financing to repay maturing debt and to fund expenditures, future operational activities and acquisitions, and other obligations; and |
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the risks associated with legislative and regulatory developments that may affect costs, revenues, the speed and degree of competition entering the market, global capital markets activity and general economic conditions in geographic areas where we operate (including the adverse impact of the coronavirus (COVID-19) pandemic on the Company). |
2
Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to us, including information obtained from third-party industry analysts and other third party sources. In some instances, material assumptions and factors are presented or discussed elsewhere in this Annual Report in connection with the statements or disclosure containing the forward-looking information. The reader is cautioned that the following list of material factors and assumptions is not exhaustive. The factors and assumptions include, but are not limited to:
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no unforeseen changes in the legislative and operating framework for our business; |
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no unforeseen changes in the prices for our services in markets where prices are regulated; |
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no unforeseen changes in the regulatory environment for our services; |
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a stable competitive environment; and |
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no significant event occurring outside the ordinary course of business such as a natural disaster, public health epidemic or other calamity. |
Although we have attempted to identify important factors that could cause our actual results to differ materially from our plans, strategies, expectations and objectives, there may be other factors that could cause our results to differ from what we currently anticipate, estimate or intend. Forward-looking statements are provided to assist external stakeholders in understanding managements expectations and plans relating to the future as of the date of the original document and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required under applicable securities laws, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.
We qualify all the forward-looking statements contained in this Annual Report by the foregoing cautionary statements.
3
CURRENCY
Unless otherwise indicated, all dollar amounts in this Annual Report are in United States dollars.
TAX MATTERS
Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this Annual Report.
DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act to mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms and includes, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, our management carried out an evaluation, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, our CEO and CFO concluded that the Companys disclosure controls and procedures, as defined in Rule 13a-15(e), were effective.
4
Regardless of how well the disclosure controls and procedures and internal control over financial reporting are designed, internal controls have inherent limitations and can only provide reasonable assurance that the controls are meeting the Companys objectives in providing reliable financial reporting information in accordance with U.S. GAAP. These inherent limitations include, but are not limited to, human error and circumvention of controls and as such, there can be no assurance that the controls will prevent or detect all misstatements due to errors or fraud, if any.
INTERNAL CONTROL OVER FINANCIAL REPORTING
Due to a transition period established by rules of the SEC for newly public companies, the Company is not required under applicable U.S. securities laws to include a report of managements assessment regarding internal control over financial reporting or an attestation report of the companys registered public accounting firm. In addition, as an emerging growth company (as such term is defined in Rule 12b-2 under the Exchange Act), the Company is not required to provide such a report. The Company will be required to provide such an attestation report when it no longer qualifies as an emerging growth company.
There have been no changes to the Companys internal control over financial reporting during the year ended December 31, 2020 that have materially affected, or are likely to materially affect, the Companys internal control over financial reporting.
CORPORATE GOVERNANCE
The Registrant is a foreign private issuer as defined in Rule 3b-4 under the Exchange Act and its common voting shares are listed on Nasdaq. Nasdaq Listing Rule 5615(a)(3) permits a foreign private issuer to follow its home country practices in lieu of certain requirements in the Nasdaq Listing Rules. A foreign private issuer that follows home country practices in lieu of certain corporate governance provisions of the Nasdaq Listing Rules must disclose each Nasdaq corporate governance requirement that it does not follow and include a brief statement of the home country practice the issuer follows in lieu of the Nasdaq corporate governance requirement(s), either on its website or in its annual filings with the Commission. A description of the significant ways in which the Registrants corporate governance practices differ from those followed by domestic companies pursuant to the applicable Nasdaq Listing Rules is disclosed on the Registrants website at www.akumin.com under Investors/Governance/Governance Documents/Nasdaq Statement of Corporate Governance Differences.
The Board of Directors is responsible for the Companys corporate governance and has the following separately designated standing committees: the Governance Committee, the Compensation Committee, and the Audit Committee. The respective charters of the Governance Committee, the Compensation Committee, and the Audit Committee can be viewed on the Companys corporate website at www.akumin.com. In addition, the Companys Audit Committee Charter is attached as Appendix A to the AIF, which is filed as Exhibit 99.4 to this Annual Report.
5
AUDIT COMMITTEE
The Audit Committee is comprised of Tom Davies, who acts as chair of this committee, Murray Lee and James Webb. Our Board of Directors has determined that the Audit Committee meets the composition requirements set forth by Section 5605(c)(3) of the Nasdaq Marketplace Rules, and that each of the members of the Audit Committee is independent as determined under Rule 10A-3 of the Exchange Act and Rule 5605(a)(2) of the Nasdaq Marketplace Rules. All three members of the Audit Committee are financially literate, meaning they are able to read and understand the Companys financial statements and to understand the breadth and level of complexity of the issues that can reasonably be expected to be raised by the Companys financial statements.
Our Board of Directors has determined that Tom Davies:
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qualifies as an audit committee financial expert (as defined in paragraph (8)(b) of General Instruction B to Form 40-F), |
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has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in his financial sophistication (pursuant to Rule 5605(c)(2)(A) of the Nasdaq Marketplace Rules), and |
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is independent (as determined under Rule 10A-3 of the Exchange Act and Rule 5605(a)(2) of the Nasdaq Marketplace Rules). |
The SEC has indicated that the designation of Tom Davies as an audit committee financial expert does not make him an expert for any purpose, impose on him any duties, obligations or liability that are greater than the duties, obligations or liability imposed on him as a member of the Audit Committee and the Board of Directors in absence of such designation, or affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors.
PRINCIPAL ACCOUNTING FEES AND SERVICES
Tabular disclosure of the amounts billed to us by our independent auditor for each of our last two fiscal years ended December 31, as audit fees, audit-related fees, tax fees and all other fees, is made on page 34 of the AIF, filed as Exhibit 99.4 to this Annual Report.
Audit Fees
Audit fees include fees necessary to perform the annual audit reviews of the Companys financial statements. Audit fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements, review of interim financial statements, and prospectus and similar fees (including comfort and consent letters).
Audit-Related Fees
Auditrelated fees means billings for assurance and related services that are reasonably related to the performance of the audit or review of the issuers financial statements, but not reported as audit fees.
6
Tax Fees
Tax Fees include fees for all tax services other than those included in audit fees and audit-related fees. This category includes fees related to advising regarding U.S. and Canadian federal, state and provincial tax matters.
All Other Fees
All other fees relate to services other than the audit fees, audit-related fees and tax fees, and includes fees relating to advice given in respect of acquisitions and other similar transactions.
Audit Committee Pre-Approval Policies
The Audit Committee has adopted specific policies and procedures for the engagement of its external auditors for the performance of non-audit services. Pursuant to such policies, the Audit Committee is required to review and pre-approve all non-audit services to be performed by the external auditor. The Audit Committee may delegate this function to a member of the Audit Committee so that between meetings such member may pre-approve the non-audit services as long as such member reports the approval to the Audit Committee at the next ensuring meeting. The Audit Committee need not approve in advance any non-audit services where: (1) the aggregate amount of all non-audit services not pre-approved constitute no more than 5% of the total fees paid to the external auditor during the year, (2) the Company did not recognize the services as non-audit services at the time of the engagement, and (3) the services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered into any off-balance sheet arrangements, as defined in General Instruction B(11) to Form 40-F, that have or are reasonably likely to have a current or future effect on the Companys financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
CONTRACTUAL OBLIGATIONS
Tabular disclosure of the Companys contractual obligations as of December 31, 2020 is made on page 26 of the MD&A, filed as Exhibit 99.5 to this Annual Report.
CODE OF ETHICS
We have adopted a Corporate Code of Conduct (the Code) that applies to our officers (including without limitation, the CEO and CFO), employees and directors of the Company and its subsidiaries and promotes, among other things, honest and ethical conduct. The Code meets the requirements for a code of ethics within the meaning of that term in Form 40-F.
The Code was reviewed and approved by the Board of Directors on November 14, 2017. The Code is available on the Companys corporate website at www.akumin.com and under the Companys SEDAR profile on www.SEDAR.com.
No waivers of the Code or amendments to the Code were granted to any principal officer of the Company or any person performing similar functions during the fiscal year ended December 31, 2020.
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NOTICES PURSUANT TO REGULATION BTR
The Company was not required by Rule 104 of Regulation BTR to send any notices to any of its directors or executive officers during the fiscal year ended December 31, 2020.
MINE SAFETY DISCLOSURE
Not applicable.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Undertaking
The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
Consent to Service of Process
The Company has previously filed with the SEC a written consent to service of process on Form F-X. Any change to the name or address of the Companys agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing the file number of the Company.
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EXHIBIT INDEX
* |
To be filed by amendment |
9
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 31, 2021 | AKUMIN INC. | |||||
By: |
/s/ Riadh Zine |
|||||
Riadh Zine | ||||||
Chief Executive Officer |
10
Exhibit 99.1
RULE 13a-14(a) CERTIFICATION
I, Riadh Zine, certify that:
1. I have reviewed this annual report on Form 40-F of Akumin Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the issuers internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuers internal control over financial reporting; and
5. The issuers other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuers auditors and the audit committee of the issuers board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuers ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuers internal control over financial reporting.
Date: March 31, 2021 |
By: /s/ Riadh Zine |
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Riadh Zine Chief Executive Officer |
Exhibit 99.2
RULE 13a-14(a) CERTIFICATION
I, Mohammad Saleem, certify that:
1. I have reviewed this annual report on Form 40-F of Akumin Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the issuers internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuers internal control over financial reporting; and
5. The issuers other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuers auditors and the audit committee of the issuers board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuers ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuers internal control over financial reporting.
Date: March 31, 2021 |
By: /s/ Mohammad Saleem |
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Mohammad Saleem Chief Financial Officer |
Exhibit 99.3
SECTION 1350 CERTIFICATIONS
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350 of chapter 63 of title 18 of the United States Code), the undersigned officer of Akumin Inc. (the Company), hereby certifies, to such officers knowledge, that:
This annual report on Form 40-F for the fiscal year ended December 31, 2020 (the Report) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 31, 2021 |
By: /s/ Riadh Zine |
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Riadh Zine Chief Executive Officer |
SECTION 1350 CERTIFICATIONS
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350 of chapter 63 of title 18 of the United States Code), the undersigned officer of Akumin Inc. (the Company), hereby certifies, to such officers knowledge, that:
This annual report on Form 40-F for the fiscal year ended December 31, 2020 (the Report) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 31, 2021 |
By: /s/ Mohammad Saleem |
|||||
Mohammad Saleem Chief Financial Officer |
Exhibit 99.4
Annual Information Form
For the year ended December 31, 2020
Dated: March 31, 2021
Table of Contents
Annual Information Form |
2 | |||
Meaning of Certain References |
2 | |||
Glossary |
2 | |||
Non-GAAP Measures |
2 | |||
Forward-Looking Information |
3 | |||
Corporate Structure |
5 | |||
Name, Address and Incorporation |
5 | |||
Intercorporate Relationships |
5 | |||
Affiliated Physicians Groups |
6 | |||
General Development of the Business |
7 | |||
Three-Year History |
7 | |||
The Business |
8 | |||
Overview of Akumin |
8 | |||
Business Model |
8 | |||
Outpatient Diagnostic Imaging Centers |
9 | |||
Future Growth |
10 | |||
Seasonality |
10 | |||
Competition |
10 | |||
Compliance and Internal Controls |
10 | |||
Employees |
11 | |||
Environmental and Corporate Responsibility |
12 | |||
Risk Factors |
12 | |||
Dividends and Distributions |
28 | |||
Description of Capital Structure |
29 | |||
Common Shares |
29 | |||
Preferred Shares |
29 | |||
Market for Securities |
30 | |||
Trading Price and Volume |
30 | |||
Escrowed Securities and Securities Subject to Contractual Restriction on Transfer |
31 | |||
Directors and Officers |
31 | |||
Ownership Interest |
32 | |||
Cease Trade Orders |
32 | |||
Bankruptcies |
32 | |||
Penalties or Sanctions |
33 | |||
Conflicts of Interest |
33 | |||
Audit Committee |
33 | |||
Audit Committee |
33 | |||
Pre-Approval Policies and Procedures |
34 | |||
External Auditor Service Fees |
34 | |||
Legal Proceedings and Regulatory Actions |
35 | |||
Interests of Management and Others in Material Transactions |
35 | |||
Transfer Agent and Registrar |
35 | |||
Material Contracts |
35 | |||
Interests of Experts |
36 | |||
Additional Information |
36 | |||
Appendix A Audit Committee Charter |
A-1 |
AKUMIN INC. | Annual Information Form | 2020 1
Annual Information Form
Meaning of Certain References
Unless otherwise noted or the context requires:
a) |
all references in this annual information form (the Annual Information Form) to the Company, Akumin, we, us or our refer to Akumin Inc., together with our subsidiaries and other consolidating entities, on a consolidated basis, as of the date hereof; |
b) |
all references to $ are to United States dollars; and |
c) |
all references to federal refer to the departments and agencies of the federal government of the United States of America. |
Certain terms used in this Annual Information Form are defined under Glossary.
Glossary
Certain terms used in this Annual Information Form have the following meanings:
Common Shares means the common shares in the capital of the Company.
Control means: (i) in the case of a company or other body corporate wherever or however incorporated: (A) securities entitled to vote in the election of directors carrying in the aggregate at least a majority of the votes for the election of directors and representing in the aggregate at least a majority of the participating (equity) securities are held, other than by way of security only, directly or indirectly, by or solely for the benefit of the other person or persons; and (B) the votes carried in the aggregate by such securities are entitled, if exercised, to elect a majority of the board of directors of such company or other body corporate; or (ii) in the case of a person that is not a company or other body corporate, at least a majority of the participating (equity) and voting interests of such person are held, directly or indirectly, by or solely for the benefit of the other person or persons; and Controls and Controlling shall be interpreted accordingly.
Fiscal 2019 refers to the 12-month period ended December 31, 2019 of the Company.
Fiscal 2020 refers to the 12-month period ended December 31, 2020 of the Company.
Shareholders means the holders of Common Shares.
Non-GAAP Measures
This Annual Information Form refers to certain non-GAAP measures. These non-GAAP measures are not recognized measures under United States Generally Accepted Accounting Principles (GAAP) and do not have a standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these non-GAAP measures are provided as additional information to complement those GAAP measures by providing further understanding of our results of operations from managements perspective. Accordingly, these non-GAAP measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under GAAP. We use non-GAAP financial measures, including EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted net income (loss) attributable to shareholders of Akumin (each as defined below). These non-GAAP measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on GAAP measures. We also believe that securities analysts, investors and other interested parties frequently use non-GAAP measures in the evaluation of issuers.
AKUMIN INC. | Annual Information Form | 2020 2
Our management uses non-GAAP measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.
We define such non-GAAP measures as follows:
EBITDA means net income (loss) attributable to Shareholders before interest expense (net), income tax expense (recovery) and depreciation and amortization.
Adjusted EBITDA means EBITDA, as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related and public offering costs, gains (losses) in the period, deferred rent expense (credit) and one-time adjustments.
Adjusted EBITDA Margin means Adjusted EBITDA divided by the total revenue in the period.
Adjusted net income (loss) attributable to shareholders of Akumin means Adjusted EBITDA less depreciation and amortization and interest expense, taxed at Akumins estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.
See Non-GAAP Measures in the Companys Managements Discussion and Analysis of Financial Condition and Results of Operations for Fiscal 2020, which section is incorporated by reference herein, for a reconciliation of these non-GAAP measures to the relevant reported measures calculated in accordance with GAAP.
Forward-Looking Information
This Annual Information Form contains or incorporates by reference forward-looking information or forward-looking statements within the meaning of applicable Canadian securities laws. Forward-looking statements describe our future plans, strategies, expectations and objectives, and are generally identifiable by use of the words may, will, should, continue, expect, anticipate, estimate, believe, intend, plan or project or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements contained in this Annual Information Form include, without limitation, statements regarding:
· |
expected performance and cash flows; |
· |
changes in laws and regulations affecting the Company; |
· |
expenses incurred by the Company as a public company; |
· |
future growth of the diagnostic imaging market; |
· |
changes in reimbursement rates by payors; |
· |
the outcome of litigation and payment obligations in respect of prior settlements; |
· |
the availability of radiologists at our contracted radiology practices; |
· |
competition; |
· |
acquisitions and divestitures of businesses; |
· |
potential synergies from acquisitions; |
· |
non-wholly owned and other business arrangements; |
· |
access to capital and the terms relating thereto; |
· |
technological changes in our industry; |
· |
successful execution of internal plans; |
· |
compliance with our debt covenants; |
· |
anticipated costs of capital investments; and |
· |
future compensation of our directors and executive officers. |
AKUMIN INC. | Annual Information Form | 2020 3
Such statements may not prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The following are some of the risks and other important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements:
· |
our ability to successfully grow the market and sell our services; |
· |
general market conditions in our industry; |
· |
our ability to service existing debt; |
· |
our ability to acquire new centers and, upon acquisition, to successfully market and sell new services that we acquire; |
· |
our ability to achieve the financing necessary to complete our acquisitions; |
· |
our ability to enforce any claims relating to breaches of indemnities or representations and warranties in connection with any acquisition; |
· |
market conditions in the capital markets and our industry that make raising capital or consummating acquisitions difficult, expensive or both, or which may disrupt our annual operating budget and forecasts; |
· |
unanticipated cash requirements to support current operations, to expand our business or for capital expenditures; |
· |
delays or setbacks with respect to governmental approvals, or manufacturing or commercial activities; |
· |
changes in laws and regulations; |
· |
the loss of key management or personnel; |
· |
the risk that the Company is not able to arrange sufficient cost-effective financing to repay maturing debt and to fund expenditures, future operational activities and acquisitions, and other obligations; and |
· |
the risks associated with legislative and regulatory developments that may affect costs, revenues, the speed and degree of competition entering the market, global capital markets activity and general economic conditions in geographic areas where we operate (including the adverse impact of the SARS-coV-2 (COVID-19) pandemic on the Company). |
The existence of the COVID-19 pandemic creates a unique environment in which to consider the likelihood of forward-looking statements being accurate, and given the evolving circumstances surrounding the COVID-19 pandemic, it is difficult to predict how significant the adverse impact of the pandemic will be on the global and domestic economy and the business, operations and financial position of the Company. Many risks, uncertainties and other factors could cause the actual results of the Company to differ materially from the results, performance, achievements or developments expressed or implied by forward-looking statements that are contained in this Annual Information Form. These risks, uncertainties and other factors include, but are not limited to the following: overall economic conditions, rapid technological changes, demand for the Companys services, the introduction of competing entities or services, other competitive pressures, the regulatory environment, fluctuations in foreign currency exchange rates, and other factors that may cause the actual results, performance or achievements to differ materially from those expressed or implied in these forward-looking statements. In addition, the effects of COVID-19, including the duration, spread and severity of the pandemic, create additional risks and uncertainties for the Company. In particular, the impact of the virus and government authorities and public health officials responses thereto may affect: the Companys actual results, performance, prospects or opportunities; domestic and global credit and capital markets and the Companys ability to access capital on favorable terms, or at all; and the health and safety of the Companys employees.
Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to us, including information obtained from third-party industry analysts and other third-party sources. In some instances, material assumptions and factors are presented or discussed elsewhere in this Annual Information Form in connection with the statements or disclosure containing the forward-looking information. The reader is cautioned that the following list of material factors and assumptions is not exhaustive. The factors and assumptions include, but are not limited to:
· |
no unforeseen changes in the legislative and operating framework for our business; |
· |
no unforeseen changes in the prices for our services in markets where prices are regulated; |
· |
no unforeseen changes in the regulatory environment for our services; |
AKUMIN INC. | Annual Information Form | 2020 4
· |
a stable competitive environment; and |
· |
no significant event occurring outside the ordinary course of business such as a natural disaster, public health epidemic or other calamity. |
Although we have attempted to identify important factors that could cause our actual results to differ materially from our plans, strategies, expectations and objectives, there may be other factors that could cause our results to differ from what we currently anticipate, estimate or intend. Forward-looking statements are provided to assist external stakeholders in understanding managements expectations and plans relating to the future as of the date of the original document and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required under applicable securities laws, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.
We qualify all the forward-looking statements contained in this Annual Information Form by the foregoing cautionary statements.
Corporate Structure
Name, Address and Incorporation
Akumin Inc. is a corporation existing under the Business Corporations Act (Ontario) (the OBCA). The Company was formed on August 12, 2015 through the amalgamation of Elite Imaging Inc. (Elite Imaging) with 2473241 Ontario Inc. (2473241). 2473241 was incorporated under the OBCA on June 30, 2015. Elite Imaging was incorporated under the OBCA on September 23, 2013 as Tristate Canadian Holdings Inc. and changed its name to Elite Imaging Inc. on September 17, 2014. Elite Imaging subsequently changed its name to Akumin Inc. pursuant to articles of amendment filed on March 22, 2017.
Our Canadian registered office is located at 151 Bloor Street West, Suite 603, Toronto, Ontario, Canada M5S 1S4. Our corporate head office is located 8300 W. Sunrise Blvd, Plantation, Florida, United States of America 33322. Our toll-free telephone number is 1-800-730-0050.
Our website is www.akumin.com. Information contained on our website does not constitute a part of this Annual Information Form.
Intercorporate Relationships
The Companys principal subsidiaries, their corresponding jurisdictions of incorporation, continuance, formation or organization, as the case may be, and the percentage of voting securities in such subsidiaries which are beneficially owned by the Company as of the date of this Annual Information Form are set forth in the table below:
Name of Subsidiary |
Percentage Interest held Directly or
|
Jurisdiction of Incorporation/Formation |
||
Advanced Diagnostic Group, LLC |
100% | Florida | ||
Advanced Diagnostic Holdings, LLC |
100% | Delaware | ||
Advanced Diagnostic Resources, LLC |
100% | Florida | ||
AFO Imaging, Inc. |
100% | Florida | ||
Akumin Corp. |
100% | Delaware | ||
Akumin FL, LLC |
100% | Florida | ||
Akumin Florida Holdings, LLC |
100% | Florida | ||
Akumin Health Illinois, LLC |
100% | Illinois | ||
Akumin Holdings Corp. |
100% | Delaware | ||
Akumin Imaging Texas, LLC |
100% | Texas | ||
Imaging Center of West Palm Beach LLC |
100% | Florida | ||
LCM Imaging, Inc. |
100% | Florida | ||
Phoenix Imaging, LLC |
60% | Wyoming |
AKUMIN INC. | Annual Information Form | 2020 5
Name of Subsidiary |
Percentage Interest held Directly or
|
Jurisdiction of Incorporation/Formation |
||
PMI Partners, LLC |
100% | Texas | ||
Preferred Imaging at Casa Linda Plaza, LLC |
100% | Texas | ||
Preferred Imaging at the Medical Center, LLC |
100% | Texas | ||
Preferred Imaging HEB, LLC |
100% | Texas | ||
Preferred Imaging of Amarillo, LLC |
57% | Texas | ||
Preferred Imaging of Austin, LLC |
100% | Texas | ||
Preferred Imaging of Corinth, LLC |
100% | Texas | ||
Preferred Imaging of Denton, LLC |
100% | Texas | ||
Preferred Imaging of Fort Worth, LLC |
100% | Texas | ||
Preferred Imaging of Frisco, LLC |
100% | Texas | ||
Preferred Imaging of Garland, LLC |
100% | Texas | ||
Preferred Imaging of Grapevine/Colleyville, LLC |
100% | Texas | ||
Preferred Imaging of Irving, LLC |
100% | Texas | ||
Preferred Imaging of McKinney, LLC |
100% | Texas | ||
Preferred Imaging of Mesquite, LLC |
100% | Texas | ||
Preferred Imaging of Plano, LLC |
100% | Texas | ||
Preferred Imaging on Plano Parkway, LLC |
100% | Texas | ||
Preferred Open MRI, LLC |
100% | Texas | ||
Premier Health Services, Inc. |
60% | Illinois | ||
Premier Open MRI, Inc. |
60% | Kansas | ||
Round Rock Imaging, LLC |
100% | Texas | ||
SyncMed, LLC |
100% | Texas | ||
TIC Acquisition Holdings, LLC |
100% | Florida | ||
Vista PEM Providers, LLC |
100% | Texas |
In addition, the Company, directly or indirectly, has exclusive management of the administrative and non-clinical affairs of the following affiliated physician groups (as defined below) and the table below sets forth their respective jurisdictions of incorporation or formation, as the case may be:
Name of Affiliated Physician Group |
Jurisdiction of Incorporation/Formation |
|
Delaware Open MRI Radiology Associates, LLC |
Delaware | |
Elite Imaging, LLC |
Florida | |
Elite Radiology of Georgia, LLC |
Georgia | |
Jeanes Radiology Associates, LLC |
Pennsylvania | |
Lebanon Diagnostic Imaging, LLC |
Pennsylvania | |
Rittenhouse Imaging Center, LLC |
Pennsylvania | |
Rose Radiology Centers, LLC |
Florida | |
Wilkes-Barre Imaging, L.L.C. |
Pennsylvania |
Affiliated Physicians Groups
In some states, our Company is affiliated with medical practices organized in traditional practice group structures which operate certain of our imaging clinics. In accordance with applicable state laws, these affiliated practice groups are responsible for the provision of medical care to patients at the imaging centers operated by those affiliated practice groups. Most of our other imaging centers are organized as independent diagnostic testing facilities (IDTFs). Our affiliated practice groups are separate legal entities organized under state law generally as limited liability companies but could also be organized as business corporations, professional associations, professional corporations or partnerships. Each of our affiliated physician groups is owned by one or more licensed physicians affiliated with the Company through employment or another contractual relationship.
Our affiliated physician practices employ or engage radiologists and other medical professionals to provide clinical services at certain of our imaging centers. In most of our affiliated physician groups, the physicians who own the equity in the affiliated physician group have entered into a contractual relationship with the Company which provide for restrictions on the transfer of such equity interest.
AKUMIN INC. | Annual Information Form | 2020 6
Further, many states have laws that prohibit or restrict the ability for business corporations, such as Akumin, from practicing medicine, employing physicians to practice medicine, exercising control over medical decisions by physicians, or engaging in certain arrangements, such as fee splitting, with physicians. Considering these restrictions, we operate certain of our imaging centers by maintaining long-term administrative of management services contracts through our subsidiaries with affiliated physician groups. Under the terms of these services contracts, our subsidiary has been engaged as the exclusive manager and provider of the affiliated physician groups administrative and non-clinical affairs. Subject to applicable state laws and other regulations, our subsidiary provides services as manager for the affiliated physician group, which services typically include billing patients and third-party payors, providing and maintaining medical equipment and procuring non-clinical staff and performing other back-office administrative services. Under the terms of our management agreements with the affiliated physician groups, Akumin, or its affiliate, is typically paid for its services based on the performance of the applicable affiliated physician group. Our subsidiaries do not represent that they offer medical services and do not exercise influence or control over the practice of medicine by the physicians employed or engaged by the affiliated physician groups.
General Development of the Business
Three-Year History
Acquisitions
West Florida Acquisition On May 11, 2018, the Company acquired four diagnostic imaging centers in and around the Tampa, Florida area, and commenced operations on Floridas west coast.
Texas Non-Controlling Interest Acquisition On May 24, 2018, the Company, through an ownership interest held by its subsidiary Preferred Medical Imaging, LLC1 (Akumin Texas), acquired all of the outstanding non-controlling interests in seven of its existing Texas-based diagnostic imaging centers for an aggregate purchase price of approximately $21.6 million, of which approximately $17.9 million was paid in cash and the balance of approximately $3.7 million was paid by the issuance of Common Shares.
Rose Radiology Acquisition On August 15, 2018, the Company acquired the assets of eleven diagnostic imaging centers operated by Rose Radiology Centers, Inc.2 (Rose Radiology) on Floridas west coast for approximately $24 million. In connection with the acquisition, Akumin Corp. was appointed the exclusive manager of the administrative and non-clinical affairs of Rose Radiology.
Tuck-in Acquisitions In two transactions which closed on November 1, 2018 and November 9, 2018, respectively, Akumin acquired one imaging center in central Florida from another seller and four imaging centers in south Florida from Diagnostic Professionals, Inc. and related parties. Akumin also completed tuck-in acquisitions of two separate imaging centers on April 1, 2019 and May 31, 2019.
Advanced Diagnostic Group Acquisition On May 31, 2019, the Company, through its wholly owned indirect subsidiary, Akumin Corp., in contemporaneous transactions acquired Advanced Diagnostics Group (ADG), The Imaging Centers of West Palm and exclusive management of Elite Radiology of Georgia. As a result of the transactions (collectively, the ADG Acquisitions), Akumin Corp. acquired all of the issued and outstanding equity interests of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC for a total purchase price of approximately $216 million, of which $25 million was satisfied by the issuance of Common Shares at a price of $4.00 per Common Share. Part of the purchase price for SFL Radiology Holdings, LLC was subject to an earnout based on annualized revenues earned in the first two quarters of 2020 less certain costs and expenses. The Company filed a business acquisition report with respect to the ADG Acquisitions in Form 51-102F4 at www.sedar.com on August 22, 2019, a copy of which is also included as Exhibit 99.36 of our Form 40-F dated August 28, 2020 available at www.sec.gov.
1 |
Preferred Medical Imaging, LLC changed its name to Akumin Imaging Texas, LLC by Certificate of Amendment effective December 31, 2018. |
2 |
Rose Radiology Centers, Inc. converted to a limited liability company, as Rose Radiology Centers, LLC, effective September 1, 2018. |
AKUMIN INC. | Annual Information Form | 2020 7
Southwest X-Ray Acquisition On August 16, 2019, Akumin Texas acquired five diagnostic imaging centers located in and around El Paso, Texas from Southwest X-Ray, LP.
Other Tuck-in Acquisitions From October, 2019 through January 1, 2020, the Company acquired four diagnostic imaging centers in Florida in two separate tuck-in transactions and one diagnostic imaging center in Illinois in a tuck-in transaction.
Financing
NASDAQ Listing Effective September 3, 2020 the Companys Common Shares commenced trading on the NASDAQ Capital Market Exchange (NASDAQ), in United States dollar denomination, and the Common Shares were delisted from the Toronto Stock Exchange (TSX) in United States dollar denomination effective September 8, 2020. As a result, the Common Shares have since traded in United States dollars on the NASDAQ and Canadian dollars on the TSX in both cases under the ticker, AKU.
Inaugural Bond Offering The Company completed its inaugural bond offering on November 2, 2020 (the Offering), consisting of a private placement of 7.00% senior secured notes due 2025 having an aggregate principal amount of $400 million (the Initial Notes). The Company completed an additional offering on February 11, 2021 of a private placement of 7.00% senior secured notes, also due 2025, having an aggregate principal amount of $75 million (the Additional Notes and together with the Initial Notes, the Notes). The Notes are guaranteed, jointly and severally, on a senior secured basis by each wholly owned restricted subsidiary of the Company, including its affiliated practice groups. The Notes were sold in the United States to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended and were exempt from the registration requirements under the Securities Act of 1933, as amended. The proceeds from the Initial Notes were used predominantly to refinance the Companys existing debt and the Company will use the proceeds of the Additional Notes for future acquisitions, with any unused proceeds to be used for working capital and other general corporate purposes, which may include reducing debt.
Revolving Credit Facilities Contemporaneously with the closing of Offering, the Company entered into a revolving credit agreement with a syndicate of lenders comprised of BBVA USA, Barclays Bank PLC, and Citibank, N.A. (the Lenders), and certain subsidiaries of the Company, as guarantors, for a revolving credit facility with commitment of $55 million and the same maturity date as the maturity date of the Notes. Such maturity date may accelerate to 181 days prior to the maturity of the Notes in certain circumstances. The Companys obligations under the revolving credit agreement are secured on a pari passu basis with the Companys obligations under the Notes, and are similarly guaranteed, on a pari passu basis, jointly and severally by each wholly owned restricted subsidiary of the Company, including its affiliated practice groups. As of the date of this Annual Information Form, there is no amount drawn against the revolving credit facility.
The Business
Overview of Akumin
Akumin is a leading provider of outpatient diagnostic imaging services in the United States, with freestanding centers located in Florida, Texas, Pennsylvania, Delaware, Georgia, Illinois and Kansas. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders, thereby reducing the need for unnecessary invasive procedures and contributing to lower costs and better outcomes for patients. Our imaging procedures include magnetic resonance imaging (MRI), computerized tomography (CT), positron emission tomography (PET), ultrasound, X-ray, mammography and other diagnostic or interventional radiology procedures.
Business Model
We seek to develop leading positions in regional markets in order to leverage operational efficiencies. Our scale and density within selected geographies in the United States provides for deep, long-term relationships with key payors, radiology groups and referring physicians. Our operations team is responsible for managing relationships with local
AKUMIN INC. | Annual Information Form | 2020 8
physicians and payors, meeting our standards of patient service and improving profitability. We provide corporate training programs, standardized policies and procedures and sharing of best practices among the physicians in our regional networks.
We manage our business on the basis of one operating and reportable segment: outpatient diagnostic medical imaging services. We derive substantially all of our revenue, directly or indirectly, from fees charged for the diagnostic imaging services performed at our centers. For Fiscal 2020, we generated revenue from continued operations of approximately $251 million.
Note: Revenue, Adjusted EBITDA and Net Income (Loss) are recorded in 000s.
Outpatient Diagnostic Imaging Centers
As of December 31, 2020, we operated 127 outpatient diagnostic imaging centers in the United States spread across Florida, Texas, Pennsylvania, Delaware, Georgia, Illinois and Kansas. Our outpatient diagnostic imaging centers offer diagnostic imaging for referring physicians, as well as diagnostic imaging related to personal injury protection. We provide a full range of medical imaging services, including MRI, CT, PET, ultrasound, X-ray, mammography and other diagnostic or interventional radiology procedures.
The following table shows the number of outpatient diagnostic imaging centers of Akumin as at each given date:
As at Dec 31, 2020 |
As at Dec 31, 2019 |
As at Dec 31, 2018 |
As at Dec 31, 2017 |
|||||||||||||
Number of Diagnostic Imaging Facilities |
127 | 129 | 96 | 74 |
Over the course of Fiscal 2020, the Company permanently closed two centers in Texas, one center in Pennsylvania, and one center in Delaware, in addition to the acquisition of two individual centers, one in Illinois and one in Florida, on January 21, 2021. The operations of those closed centers were consolidated into neighboring centers. While the COVID-19 may have accelerated the closure of these centers, management views the closure of these centers as being in the ordinary course of operations.
AKUMIN INC. | Annual Information Form | 2020 9
Future Growth
We have a strategic and thoughtful approach to growth that is focused on profitability over the long term.
Our planned growth will be comprised of organic growth as well as opportunistic acquisitions. We expect the near-term focus of our acquisition growth will be in the markets where we currently maintain a significant foothold.
Organic growth will be a combination of marketing and operational focus to increase patient volumes in our existing clinics as well as opening new clinics in our key markets. Additionally, where market demand subsists, we will consider adding modalities in centers that are currently only single or dual modality centers. We expect multi-modality centers to help diversify risk while contributing positively to our margins.
We also expect to focus on key geographic markets, such as Florida and Texas, and to build density within those markets to help us work closely with the insurance payors with whom we conduct business.
To attain growth and offer a competitive differentiator in key markets, we will also consider replacing or adding new technologies and equipment. While reimbursement rates may not change with newer equipment, we believe this strategy will offer us a market advantage which will ultimately lead to increased volumes. An example of this is our investment in 3D digital mammography, which is now being reimbursed by many of the large national insurance payors in addition to Medicare.
See Forward-Looking Information and Risk Factors of this Annual Information Form.
Seasonality
The seasonality in our business usually leads to somewhat lower first calendar quarter revenue and profitability from typically weaker utilization of services due to factors such as the annual reset of patient health insurance plan deductible amounts. Our business is also affected by the hurricane season which may impact our operations in coastal regions, particularly in Florida, albeit the Company seeks to mitigate disruptions as a result of hurricane damage through insurance coverage. Our geographic diversification across the Northeast, Southeast and Central United States helps to diminish such seasonality risks.
Competition
The market for diagnostic imaging services is highly competitive. We compete principally on the basis of our reputation, our ability to provide multiple modalities at many of our centers, the location of our centers and the quality of our diagnostic imaging services. In each of the geographic regional markets in which we are operating, or anticipate operating, we compete locally with groups of radiologists, established hospitals, clinics and other independent organizations that own and operate imaging equipment. Our peer competitors include, among others: Radnet, Inc., Alliance Healthcare Services, Inc., SimonMed Imaging LLC and InSight Health Services Corp.
Compliance and Internal Controls
The Company is subject to a range of state and federal regulatory laws and statutes. Compliance and related internal controls are managed by the Companys Chief Compliance Officer, who chairs the Companys Compliance Committee. The Compliance Committee has oversight with respect to the following matters:
· |
audit compliance in marketing, operations, billing, clinical, information technology, exclusions checks, human resources and quarterly compliance checks vis-à-vis the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (the HIPAA). These audits encompass members of our leadership teams within these areas and provide information related to compliance with specific statutes, including the False Claims Act, the Anti-Kickback Statute, HIPAA, |
AKUMIN INC. | Annual Information Form | 2020 10
the federal physician self-referral prohibition commonly known as the Stark Law and the state equivalent of the Stark Law and other similar statutes. The Compliance Committee analyzes this information to recommend and implement solutions; |
· |
risk analysis for each of above areas (completed quarterly). This analysis focuses on regulatory compliance and is used for building the structure of audits for each area. Items identified are assigned scores which include likelihood of occurrence, resulting impact of occurrence and trending data for mitigating risk; |
· |
oversight to investigations and trends within compliance program (ongoing). The Chief Compliance Officer guides his team regarding investigations and, where appropriate, completes these investigations directly and reports findings to both the Compliance Committee and the Compliance Board; |
· |
review and modify policies and procedures, as needed (ongoing); and |
· |
review and modify company training (ongoing). |
The Companys compliance program also includes annual training for Compliance Committee members, a compliance hotline and compliance management software.
The Companys internal controls for mitigating regulatory risk include:
· |
policies and procedures which address specific compliance issues, including marketing, operations, and compliance with specific statutes such as the False Claims Act, the Anti-Kickback Statute, HIPAA, the Stark Law and other similar statutes; |
· |
training and education of employees on prevention of fraud and abuse, including with respect to HIPAA. One of the basic tools of this training is our Corporate Code of Conduct; |
· |
employee-specific training provided for different job titles within the Company to address risks pertaining to their role; |
· |
training provided to employees through our compliance management software platform which provides information including training reports for individual employees; |
· |
management of a company-wide compliance hotline. Employees are trained to use it any time they see or suspect compliance issues. This hotline is available via phone, email, and fax and employees can maintain complete anonymity without fear of retaliation; |
· |
having a Compliance Committee and a Compliance Board; and |
· |
having a Chief Compliance Officer and other compliance staff. |
Employees
As at December 31, 2020, we had approximately 1,527 employees.
We employ site managers who are responsible for overseeing day-to-day and routine operations at each of our outpatient diagnostic imaging centers, including staffing, modality and schedule coordination, referring physician and patient relations and ordering of materials. Site managers report to regional directors, who are responsible for oversight of the operations of all outpatient diagnostic imaging centers within their region, including operations, marketing and contracting. The regional directors, along with our directors of contracting, marketing, facilities, management/purchasing and human resources all report to our Executive Vice President and Chief Operating Officer. Our Executive Vice President and Chief Operating Officer, Chief Financial Officer and Corporate Secretary, General Counsel, Senior Vice Presidents and Chief Compliance Officer report directly to our President and Chief Executive Officer.
None of our employees are covered by a collective bargaining agreement, and we have had no labor-related work stoppages.
While our personnel have been impacted by the COVID-19 pandemic, we have not experienced any material shortage or impact on availability of our personnel as a result of COVID-19 infections.
AKUMIN INC. | Annual Information Form | 2020 11
Environmental and Corporate Responsibility
Management seeks to keep individual and collective exposure to doses of radioactive materials and radiation sources as low as reasonably achievable (or ALARA). The ALARA approach focuses on actively seeking out methods to minimize radiation exposure.
In addition to having established written policies, procedures and instructions to foster the ALARA concept within the Company, we have a dedicated Radiation Safety Officer (RSO). The RSO performs quarterly and annual reviews and implements changes driven by regulatory or industry requirements.
Modifications to procedures, equipment and facilities that could reduce radiation exposure are considered and reviewed by the RSO with management annually. In addition to maintaining doses to individuals ALARA, the sum of the doses received by all exposed individuals are also maintained ALARA. The RSO reviews the results of personnel monitoring every quarter and addresses any increased levels.
Radioactive material licenses issued to Akumin are maintained by the RSO and reviewed by a contracted licensed medical physicist every quarter. The radioactive materials held by the Company for equipment calibration and patient use are of low level. None of our facilities release radioactive material into the environment. All radioactive waste is held for storage in-house and decayed to background level prior to disposal.
Our board of directors (Board) has also adopted a written code of conduct (the Code of Conduct) that applies to all of our directors, officers and employees. The objective of the Code of Conduct is to provide guidelines for maintaining our and our subsidiaries integrity, reputation, honesty, objectivity and impartiality. The Code of Conduct addresses conflicts of interest, protection of our assets, confidentiality, fair dealing with shareholders, competitors and employees, insider trading, compliance with laws and reporting any illegal or unethical behavior. As part of the Code of Conduct, any person subject to the Code of Conduct is required to avoid or fully disclose interests or relationships that are harmful or detrimental to our best interests or that may give rise to real, potential or the appearance of conflicts of interest. Our Board has ultimate responsibility for the stewardship of the Code of Conduct and monitors compliance through our Governance Committee. Directors, officers and employees are required to annually certify that they have not violated the Code of Conduct.
Risk Factors
You should carefully consider each of the following risk factors, together with all of the information set forth in the Companys public filings at www.sedar.com and www.sec.gov. The risks and uncertainties described below are not the only risks facing us. Additional risks and uncertainties that we are unaware of, or those we currently deem immaterial, may also become important and material factors that affect us. If any of the following risks and uncertainties develops into actual events, our business, financial condition, results of operations, cash flows, or prospects could be materially adversely affected.
We face various risks related to health epidemics and other outbreaks, including the global outbreak of COVID-19, which may have material adverse effects on our business, financial condition, results of operations and cash flows.
On January 31, 2020, the Secretary of U.S. Department of Health and Human Services (HHS) declared a national public health emergency due to a novel coronavirus. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19, a disease caused by this novel coronavirus, a pandemic. COVID-19 continues to spread throughout the United States and other parts of the world. The COVID-19 pandemic has and continues to affect our employees, patients, facilities, communities, and business operations, as well as the U.S. and Canadian economy and financial markets. As the COVID-19 crisis continues to evolve, the full extent to which the COVID-19 outbreak will impact our business, results of operations, financial condition and liquidity will depend on future developments that are highly uncertain and cannot be accurately predicted. For example, we are not able to predict or control the severity or duration of the pandemic, including whether there will be additional waves, viral strains or exponential increases in the number of COVID-19 cases in areas in which we operate, the timing and availability of effective medical treatments and vaccines or the efficacy of public health controls.
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At this stage, we have no certainty as to how long the pandemic, or a more limited epidemic, will last, what regions will be most affected or to what extent containment measures will be applied. Imaging centers are healthcare facilities, which are generally considered to be essential services and are expected to continue to operate during any epidemic or pandemic. However, there is potential that actions taken by government, or referring physicians or individual actions, in response to containment or avoidance of COVID-19 could impact a patients ability or decision to seek imaging services at a given time which could have a significant impact on volume at our imaging centers leading to temporary or prolonged staff layoffs, reduced hours, closures and other cost containment efforts. Further, there is potential that certain services which are not urgent and can be deferred without significant harm to a patients health may be delayed, either by us in response to local laws or good public health practice or voluntarily by the patient. In addition, there is potential that the outbreak of the coronavirus could impact supply chains, including our supply of personal protective equipment, and lead to personnel shortages, each of which could impact our ability to safely perform imaging services. It is also possible that social distancing efforts and sanitization and decontamination procedures could cause delays in the performance of imaging services. Depending on the severity and duration of the COVID-19 pandemic, there is potential for us to incur incremental credit losses beyond what is currently expected and potential reduction in revenue and income and asset impairments.
We face various risks related to health epidemics and other outbreaks, including the global outbreak of COVID-19. The COVID-19 pandemic, changes in patient behavior related to illness, pandemic fears and market downturns, and restrictions intended to slow the spread of COVID-19, including quarantines, government-mandated actions, stay-at-home orders and other restrictions, have led to disruption of our business and volatility in the global capital markets. The United States government has taken steps to attempt to mitigate some of the more severe anticipated economic effects of the COVID-19 pandemic, including the passage of the United States Coronavirus Aid, Relief, and Economic Security Act (CARES Act). Additionally, we have received certain funding and other relief under the CARES Act, as described more fully in the Companys public disclosure. Nonetheless, no assurance that such types of measures and funding whether already enacted or to be enacted will be effective or achieve their desired results in a timely fashion, including as it relates to our business operations. Moreover, while we believe we are in compliance with the applicable terms and conditions of funding under the CARES Act, compliance-related guidance for the program remains in process, and we may face enforcement risk if we are found to have failed to comply with such terms and conditions.
If significant portions of our workforce are unable to work effectively as a result of the COVID-19 pandemic, including because of illness, quarantines, facility closures, ineffective remote work arrangements, supply chain disruptions or technology failures or limitations, our operations would be adversely impacted. We have already incurred and will continue to incur additional costs related to protecting the health and well-being and meeting the needs of our patients, employees, medical staff members and contractors. We expect to continue to incur additional costs, which may be significant, as we continue to implement operational changes in response to this pandemic. We may also face liability to the extent we receive claims from our employees, customers or related third-parties alleging exposure to COVID-19 in connection with our operations or at one of our facilities. In addition, we may be subject to a governmental enforcement action if we fail to comply with applicable health and safety regulations.
Our results of operations have been and will be negatively impacted by these developments. In addition, changes to statutes, regulations, or regulatory policies or practices as a result of, or in response to COVID-19, could affect us in substantial and unpredictable ways. Although social contact restrictions have eased across the U.S. and most states have lifted moratoriums on non-emergent procedures, some restrictions remain in place, and some states are re-imposing certain restrictions due to increasing rates of COVID-19 cases. Further, additional closings and restrictions on hours and services may occur for an unpredictable amount of time. In particular, we have significant operations in geographies that are deemed hot spots such as Florida and Texas, two of our major markets, that continue to experience increases in COVID-19 infections. Due to the concentration of our facilities in Texas and Florida, we are particularly sensitive to the increase in COVID-19 cases in those states, where the pandemic could have a disproportionate effect on our business. Given the many uncertainties and far reaching consequences of potential developments, we cannot ensure that the COVID-19 outbreak and the many related impacts will not require extended or additional imaging center closures and other disruptions to our business or will not materially and adversely affect our business, results of operations and financial condition in fiscal 2020 and beyond.
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Broad economic factors resulting from the current COVID-19 pandemic, including high unemployment and underemployment rates and reduced consumer spending and confidence, also affect our service mix, revenue mix payer mix and patient volumes, as well as our ability to collect outstanding receivables. Business closings and layoffs in the areas where we operate may lead to increases in the uninsured and underinsured populations and adversely affect demand for our services, as well as the ability of patients and other payers to pay for services rendered. Any increase in the amount or deterioration in the collectability of patient accounts receivable will adversely affect our cash flows and results of operations, requiring an increased level of working capital. In addition, our results and financial condition may be adversely affected by federal, state or local laws, regulations, orders, or other governmental or regulatory actions addressing the current COVID-19 pandemic or the U.S. health care system, which could result in direct or indirect restrictions to our business, financial condition, results of operations and cash flow.
Our strategy to grow our business through acquisitions is subject to significant risks.
A key component of our strategy to grow our business is to complete additional outpatient diagnostic imaging center acquisitions to expand our product range and increase our revenues. Accordingly, we will be dependent upon our ability to enter into acquisition agreements that we believe are consistent with our business strategy. Risks in acquiring new outpatient diagnostic imaging centers include: (a) our ability to locate new centers that are attractive and complement our business; and (b) our ability to acquire these centers at attractive acquisition prices. We also face competition from other outpatient diagnostic imaging companies in acquiring outpatient diagnostic imaging centers, which makes it more difficult to find attractive products on acceptable terms. Accordingly, we may not be able to acquire rights to additional outpatient diagnostic imaging centers on acceptable terms, if at all. Further, we may not be able to obtain future financing for new acquisitions on acceptable terms, if at all. Our inability to complete acquisitions of additional outpatient diagnostic imaging centers could limit the overall growth of our business.
We experience competition from other outpatient diagnostic imaging companies and hospitals, and this competition could adversely affect our revenue and business.
The market for outpatient diagnostic imaging services is highly competitive. We compete principally on the basis of our reputation, our ability to provide multiple modalities at many of our centers, the location of our centers and the quality of our outpatient diagnostic imaging services. We compete locally with groups of radiologists, established hospitals, clinics and other independent organizations that own and operate imaging equipment. Our competitors include, among others: Radnet, Inc., Alliance Healthcare Services, Inc., SimonMed Imaging LLC and InSight Health Services Corp. Some of our competitors may now or in the future have access to greater financial resources than we do and may have access to newer, more advanced equipment. In addition, some physician practices have established their own outpatient diagnostic imaging centers within their group practices and compete with us. We are experiencing increased competition as a result of such activities, and if we are unable to successfully compete, our business and financial condition would be adversely affected.
Our failure to integrate the businesses we acquire successfully and on a timely basis could reduce our profitability.
We may never realize expected synergies, business opportunities and growth prospects in connection with our acquisitions. We may experience increased competition that limits our ability to expand our business. We may not be able to capitalize on expected business opportunities, assumptions underlying estimates of expected cost savings may be inaccurate, or general industry and business conditions may deteriorate. In addition, integrating operations will require significant efforts and expenses on our part. Personnel may leave or be terminated because of an acquisition. Our management may have its attention diverted while trying to integrate an acquisition. If these factors limit our ability to integrate the operations of an acquisition successfully or on a timely basis, our expectations of future results of operations, including certain cost savings and synergies as a result of the acquisition, may not be met. In addition, our growth and operating strategies for a targets business may be different from the strategies that the target company pursued prior to our acquisition. If our strategies are not the proper strategies, it could have a material adverse effect on our business, financial condition and results of operations.
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Our ability to generate revenue depends in large part on referrals from physicians.
A significant reduction in physician referrals would have a negative impact on our business. We derive substantially all of our net revenue, directly or indirectly, from fees charged for the diagnostic imaging services performed at our centers. We depend on referrals of patients from unaffiliated physicians and other third parties who have no contractual obligations to refer patients to us for a substantial portion of the services we perform. If a sufficiently large number of these physicians and other third parties were to discontinue referring patients to us, including in connection with voluntary or involuntary closures of physician offices in connection with the current, ongoing COVID-19 pandemic or the delay of other elective procedures for which our imaging services are required, our scan volume could decrease, which would reduce our net revenue and operating margins. Further, commercial third-party payors have implemented programs that could limit the ability of physicians to refer patients to us. For example, prepaid healthcare plans, such as health maintenance organizations, sometimes contract directly with providers and require their enrollees to obtain these services exclusively from those providers. Some insurance companies and self-insured employers also limit these services to contracted providers. These closed panel systems are now common in the managed care environment. Other systems create an economic disincentive for referrals to providers outside the systems designated panel of providers. If we are unable to compete successfully for these managed care contracts, our results and prospects for growth could be adversely affected.
Pressure to control healthcare costs could have a negative impact on our results.
One of the principal objectives of health maintenance organizations and preferred provider organizations is to control the cost of healthcare services. Healthcare providers participating in managed care plans may be required to refer diagnostic imaging tests to certain providers depending on the plan in which a covered patient is enrolled. In addition, managed care contracting has become very competitive, and reimbursement schedules are at or below Medicare reimbursement levels. The expansion of health maintenance organizations, preferred provider organizations and other managed care organizations within the geographic areas covered by our network could have a negative impact on the utilization and pricing of our services, because these organizations will exert greater control over patients access to diagnostic imaging services, the selections of the provider of such services and reimbursement rates for those services.
If our contracted radiology practices lose a significant number of radiologists, our financial results could be adversely affected.
At times, there has been a shortage of qualified radiologists in some of the regional markets we serve. In addition, competition in recruiting radiologists may make it difficult for our contracted radiology practices to maintain adequate levels of radiologists. If a significant number of radiologists terminate their relationships with our contracted radiology practices and those radiology practices cannot recruit sufficient qualified radiologists to fulfill their obligations under our agreements with them, our ability to maximize the use of our outpatient diagnostic imaging centers and our financial results could be adversely affected. Neither we, nor our contracted radiology practices, maintain insurance on the lives of any affiliated physicians.
We may become subject to professional malpractice liability, which could be costly and negatively impact our business.
Our facilities and the physicians employed by our contracted radiology practices are from time to time subject to malpractice claims. We structure our relationships with radiologists in a manner that we believe does not constitute the practice of medicine by us or subject us to professional malpractice claims for acts or omissions of physicians employed by the contracted radiology practices. Nevertheless, claims, suits or complaints relating to services provided by the contracted radiology practices have been asserted against us in the past and may be asserted against us in the future. In addition, we may be subject to professional liability claims, including, without limitation, for improper use or malfunction of our outpatient diagnostic imaging equipment or for accidental contamination or injury from exposure to radiation. We may not be able to maintain adequate liability insurance to protect us against those claims at acceptable costs or at all.
Any claim made against us that is not fully covered by insurance could be costly to defend, result in a substantial damage award against us and divert the attention of our management from our operations, all of which could have an adverse effect on our financial performance. In addition, successful claims against us may adversely affect our business or reputation.
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We may not be able to enforce claims with respect to the representations, warranties and indemnities that the sellers of any diagnostic imaging center we acquire have provided to us under the respective purchase agreements.
In connection with our acquisitions, the sellers have given certain representations, warranties and indemnities. There can be no assurance that we will be able to enforce any claims against those sellers breaches of such representations, warranties or indemnities. The sellers liability with respect to breaches of such representations and warranties and indemnities under the respective purchase agreement may be limited. Even if we ultimately succeed in recovering any amounts, we may temporarily be required to bear these losses ourselves.
We may not be able to secure additional financing which may impair our ability to complete future acquisitions.
There can be no assurance that we will be able to raise the additional funding that we will need to carry out our business objectives and to complete outpatient diagnostic imaging center acquisitions. The development of our business depends upon prevailing capital market conditions, our business performance and our ability to obtain financing through debt financing, equity financing or other means. There is no assurance that we will be successful in obtaining the financing we require as and when needed or at all in order to complete future acquisitions.
We do not independently own all of our outpatient diagnostic imaging centers.
Healthcare laws and regulations in the United States may impact our ability to operate or own our outpatient diagnostic imaging centers, thereby necessitating the use of partnerships, joint ventures and other management services frameworks. The Company may be required to deal with such diverse operating or ownership frameworks. In addition, from time to time, the Company may decide to use cash to restructure its arrangements with fellow owners, managers or operators.
We may engage in litigation with our partners and contractors.
The nature of our relationships with our partners and contractors may give rise to litigation or disputes. In the ordinary course of business, we are the subject of complaints or litigation. We may also engage in future litigation to enforce the terms of our agreements and compliance with our brand standards as determined necessary to protect our brand, the consistency of our services and the consumer experience. Engaging in such litigation may be costly and time-consuming and may distract management and materially adversely affect our relationships with our partners and contractors or potential partners and contractors and our ability to attract new partners and contractors. Any negative outcome of these or any other claims could materially adversely affect our results of operations, as well as our ability to increase our number of partners and contractors and may damage our reputation and brand. Furthermore, existing and future legislation could subject us to additional litigation risk in the event we are required by such legislation to terminate or fail to renew a partner or contractor or not succeed in revising the contracts related to such relationships to comply with changes to legislation.
The regulatory framework in which we operate is uncertain and evolving.
Healthcare laws and regulations may change significantly in the future. We continuously monitor these developments and modify our operations from time to time as the regulatory environment changes. We cannot assure you, however, that we will be able to adapt our operations to address new regulations or that new regulations will not adversely affect our business. Although we believe that we are operating in compliance with applicable federal and state laws, we cannot assure you that a review of our business by courts or regulatory authorities will not result in a determination that could adversely affect our operations or that the healthcare regulatory environment will not change in a way that restricts our operations. Certain states have enacted statutes or adopted regulations affecting risk assumption in the healthcare industry, including statutes and regulations that subject any physician or physician network engaged in risk-based managed care contracting to applicable insurance laws and regulations. These laws and regulations, if adopted in the states in which we operate, may require physicians and physician networks to meet minimum capital requirements and other safety and soundness requirements. Implementing additional regulations or compliance requirements could result in substantial costs to us and the contracted radiology practices and limit our ability to enter into risk-sharing managed care arrangements.
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Failure to structure our operations in compliance with federal and state regulations, including anti-kickback, self-referral, false claims or other fraud and abuse laws, could result in substantial penalties.
We are directly or indirectly through the radiology practices with which we contract subject to extensive regulation by both the federal government and the state governments in which we and/or they provide services. These laws may constrain the business or financial arrangements and relationships through which we conduct our operations, including our sales and marketing practices with referring physicians and our contractual arrangements with physicians and radiologists. Such laws include, without limitation:
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the U.S. federal civil and criminal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving or providing any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase, lease, order or recommendation of, any good, facility, item or service, for which payment may be made, in whole or in part, under U.S. federal and state healthcare programs such as Medicare, state Medicaid programs and TRICARE. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation; |
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the federal physician self-referral prohibition, commonly known as the Stark Law, which, in the absence of an applicable exception, prohibits a physician from making a referral for certain designated health services covered by the Medicare or Medicaid program, including diagnostic imaging services, if the physician or an immediate family member of the physician has a financial relationship with the entity providing the designated health services. The Stark Law also prohibits the entity furnishing the designated health services from billing, presenting or causing to be presented a claim for the designated health services furnished pursuant to the prohibited referral; |
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the federal false claims laws, including the False Claims Act, which can be enforced through whistleblower actions, and civil monetary penalties laws, which, among other things, impose criminal and civil penalties against individuals or entities for knowingly presenting, or causing to be presented, to the U.S. federal government, claims for payment or approval that are false or fraudulent, knowingly making, using or causing to be made or used, a false record or statement material to a false or fraudulent claim, or from knowingly making a false statement to avoid, decrease or conceal an obligation to pay money to the U.S. federal government. In addition, the government may assert that a claim including items and services resulting from a violation of the U.S. federal Anti-Kickback Statute or the Stark Law constitutes a false or fraudulent claim for purposes of the False Claims Act; Health Insurance Portability and Accountability Act of 1996, or HIPAA, which imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement, in connection with the delivery of, or payment for, healthcare benefits, items or services. Similar to the U.S. federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation; |
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HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and its implementing regulations, which also imposes certain obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information by covered entities, such as health plans, healthcare clearinghouses and healthcare providers, as well as their business associates that perform certain services involving the use or disclosure of individually identifiable health information; state law equivalents of each of the above federal laws, including state anti-kickback, self-referral and false claims laws that apply more broadly to healthcare items or services paid by all payors, including self-pay patients and private insurers, that govern our interactions with patients or restrict payments that may be made to healthcare providers and other potential referral sources; |
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state laws that prohibit the practice of medicine by non-physicians and prohibit fee-splitting arrangements involving physicians; |
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laws relating to facility, practitioner and provider licensure; |
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laws relating to medical malpractice; |
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federal and state billing and claims submission and other insurance laws and regulations; |
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federal and state laws governing the diagnostic imaging and therapeutic equipment we use in our business concerning patient safety, equipment operating specifications and radiation exposure levels; and |
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state laws governing reimbursement for diagnostic services related to services compensable under workers compensation rules. |
Our sales and marketing practices with physicians and physician and other financial relationships within the Akumin organization, including amounts paid under our management services agreements, interpretation services agreements and all other financial arrangements involving Akumin, its intermediaries and potential referral sources or recipients may, notwithstanding our policies and procedures otherwise, result in violations of these laws. Our financial arrangements and our sales and marketing practice have been subject to regulatory scrutiny in the past and could be in the future. We may be subject to private qui tam actions brought by individual whistleblowers on behalf of the federal or state governments, with potential liability under the federal False Claims Act, including mandatory treble damages and significant per-claim penalties. While our management services agreements, services agreements and operational policies and procedures, including our compliance program, mandate compliance with applicable law, we cannot assure you that we will be successful in preventing our contractors, employees or other agents from taking actions in violation of these laws or regulations or that we will not otherwise be deemed to have failed to comply with such laws.
If our operations are found to be in violation of any of the laws and regulations to which we or the radiology practices with which we contract are subject, we may be subject to the applicable penalty associated with the violation, including civil and criminal penalties, damages, fines and the curtailment of our operations. Any penalties, damages, fines or curtailment of our operations, individually or in the aggregate, could adversely affect our ability to operate our business and our financial results. The risks of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, their provisions are open to a variety of interpretations and such laws and regulations may apply to businesses acquired from time to time by Akumin, in addition to Akumins business.
We could be subject to increased monetary penalties and other sanctions, including exclusion from federal healthcare programs, if we fail to comply with the terms of applicable corporate integrity agreements.
Prior to our acquisition of Akumin Texas (as defined below), Preferred Imaging Centers, LLC (PIC), then a wholly-owned subsidiary of Akumin Texas which was merged into Akumin Texas effective September 30, 2017, was the subject of an investigation by the U.S. Department of Justice (the DOJ) premised upon an allegation that PIC and its affiliates violated U.S. federal law by performing and billing for certain imaging services without on-site physician supervision. In or about June, 2016, PIC entered into a no-fault settlement agreement with the DOJ with respect to those allegations, which included PIC paying $3.5 million to the U.S. government and entering into a corporate integrity agreement (CIA) with the Office of the Inspector General for the U.S. Department of Health and Human Services. PICs CIA expires June 29, 2021.
Also, prior to our acquisition of the imaging centers operated by Rose Radiology, Rose Radiology (through its predecessor, Rose Radiology Centers, Inc.) was the subject of an investigation by the DOJ premised upon allegations that Rose Radiology violated the False Claims Act for billing Medicare and other federal programs for ineligible procedures and certain other healthcare laws. Upon our acquisition of Rose Radiologys assets, Rose Radiology, a physician-owned radiology practice, retained Akumin as its manager for administrative and other non-clinical matters. In or about December, 2015, Rose Radiology entered into a no-fault settlement agreement with the DOJ with respect to those allegations which included
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Rose Radiology paying $8.7 million to the U.S. government and entering into a CIA. Rose Radiologys CIA expired December 29, 2020 and Rose Radiology is completing its reporting with respect to the final year of that CIA.
Material, uncorrected violations of the CIA could lead to our exclusion from participation in Medicare, Medicaid and other federal and state healthcare programs. In addition, we are subject to possible civil penalties for failure to substantially comply with the terms of the CIA, including stipulated penalties ranging between $1,000 and $2,500 per day. We are also subject to a stipulated penalty of $50,000 for each false certification made by us or on our behalf, pursuant to the reporting provisions of the CIA. The CIA increases the amount of information we must provide to the federal government regarding our practices at our healthcare facilities and our compliance with federal regulations. The reports we provide in connection with the CIA could result in greater scrutiny by other regulatory agencies.
Given the broad powers of the DOJ and other federal agencies, there can be no assurance that the obligations of Akumin Texas and Rose Radiology pursuant to their respective CIAs, or otherwise, will not be expanded to cover all or a greater portion of Akumins operations. Any action brought against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, suffer reputational harm and divert our managements attention from the operation of our business.
We may from time to time become the subject of legal, regulatory and governmental proceedings that, if resolved unfavorably, could have an adverse effect on us, and we may be subject to other loss contingencies, both known and unknown.
We may from time to time become a party to various legal, regulatory and governmental proceedings and other related matters. Those proceedings include, among other things, governmental investigations and lawsuits brought against us by third parties. In addition, we may become subject to other loss contingencies, both known and unknown, which may relate to past, present and future facts, events, circumstances and occurrences. Addressing any investigations, lawsuits or other claims may distract management and divert resources, even if we ultimately prevail. Should an unfavorable outcome occur in some or all of any such current or future legal, regulatory or governmental proceedings or other such loss contingencies, or if successful claims and other actions are brought against us in the future, there could be an adverse impact on our results of operations, financial position and cash flows.
The healthcare industry has seen numerous ongoing investigations related to compliance, supervision and billing practices. From time to time, we detect issues of non-compliance with federal healthcare laws pertaining to claims submission and reimbursement payment practices, including compliance with supervision requirements, or financial relationships with physicians. We avail ourselves of various mechanisms to address potential overpayments arising out of these issues, including repayment of claims, rebilling of claims, and participation in voluntary disclosure protocols offered by Centers for Medicare & Medicaid Services (CMS) and the OIG. Under the federal False Claims Act, private parties have the right to bring qui tam, or whistleblower, suits against healthcare facilities that submit false claims for payments to, or improperly retain overpayments from, governmental payors. Some states have adopted similar state whistleblower and false claims provisions. Qui tam or whistleblower actions initiated under the civil False Claims Act may be pending but placed under seal by the court to comply with the False Claims Acts requirements for filing such suits. As a result, they could lead to proceedings without our knowledge. Certain of our facilities and radiology practices have received and may receive, inquiries, civil investigative demands, or subpoenas from federal and state agencies. Governmental investigations, as well as qui tam lawsuits, may lead to significant fines, penalties, settlements or other sanctions, including exclusion from federal and state healthcare programs. We have been subject to civil investigative demands and investigations from time to time regarding our compliance with physician supervision requirements for MRI procedures and other diagnostic imaging tests as well as our sales and marketing practices and financial arrangements with physicians. Settlements of lawsuits involving Medicare and Medicaid issues routinely require both monetary payments and corporate integrity agreements, each of which could have an adverse effect on our business, results of operations, financial position and cash flows.
Federal and state privacy and information security laws are complex, and if we fail to comply with applicable laws, regulations and standards, or if we fail to properly maintain the integrity of our data, protect our proprietary rights to our systems, or defend against cybersecurity attacks, we may be subject to government or private
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actions due to privacy and security breaches, and our business, reputation, results of operations, financial position and cash flows could be materially and adversely affected.
We must comply with numerous federal and state laws and regulations governing the collection, dissemination, access, use, security and privacy of personally identifiable information and protected health information, including HIPAA, state data breach notification laws, state health information privacy laws, federal and state consumer protection laws and regulations and other data protection laws. New privacy legislation may create additional rights for consumers and impose additional requirements on businesses. As these laws and regulations increase in complexity and number, they may change frequently, sometimes conflict and increase our compliance efforts, costs and risks. If we fail to comply with applicable privacy and security laws, regulations and standards, properly maintain the integrity of our data, protect our proprietary rights to our systems, or defend against cybersecurity attacks, our business, reputation, results of operations, financial position and cash flows could be materially and adversely affected.
HIPAA establishes a set of national privacy and security standards for the protection of protected health information, or PHI, by health plans, health care clearinghouses and certain health care providers, or covered entities, and their business associates, which are persons or entities that perform certain services for, or on behalf of, a covered entity that involve creating, receiving, maintaining or transmitting PHI. We are a covered entity under HIPAA and therefore must comply with its requirements to protect the privacy and security of health information and must provide individuals with certain rights with respect to their health information. If we engage a business associate to assist us in carrying out our health care operations, we must have a written business associate contract or other arrangement with the business associate that establishes specifically what the business associate has been engaged to do and requires the business associate to comply with the same requirements.
Penalties for violations of these laws vary. For instance, a single breach incident can result in findings of violations of multiple HIPAA provisions. Penalties for failure to comply with a requirement of HIPAA vary significantly, and include civil monetary penalties for each provision of HIPAA that is violated and, in certain circumstances, criminal penalties, including imprisonment and/or additional fines. A person who knowingly obtains or discloses individually identifiable health information in violation of HIPAA may face additional fines and up to one-year imprisonment. The criminal penalties increase if the wrongful conduct involves false pretenses or the intent to sell, transfer, or use identifiable health information for commercial advantage, personal gain, or malicious harm. We have from time to time been subject to investigations by the Office for Civil Rights with respect to our HIPAA compliance. Responding to government investigations regarding alleged violations of these and other laws and regulations, even if ultimately concluded with no findings of violations or no penalties imposed, can consume company resources and impact our business and, if public, harm our reputation. State attorneys general also have the right to prosecute HIPAA violations committed against residents of their states. While HIPAA does not create a private right of action that would allow individuals to sue in civil court for HIPAA violations, its standards have been used as the basis for the duty of care in state civil suits, such as those for negligence or recklessness in misusing individuals health information.
Even when HIPAA does not apply, according to the Federal Trade Commission, or the FTC, failing to take appropriate steps to keep consumers personal information secure may constitute unfair acts or practices in or affecting commerce in violation of the Federal Trade Commission Act. The FTC expects a companys data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Individually identifiable health information is considered sensitive data that merits stronger safeguards.
Certain states have also adopted comparable privacy and security laws and regulations, some of which may be more stringent than HIPAA. Such laws and regulations will be subject to interpretation by various courts and other governmental authorities, thus creating potentially complex compliance issues for us. Further, California enacted the California Consumer Privacy Act, or the CCPA, on June 28, 2018, which went into effect on January 1, 2020. The CCPA gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. Although there are limited exemptions for health-related information, including PHI maintained by a covered entity or a business associate, the
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CCPA may increase our compliance costs and potential liability. Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the United States, which could increase our potential liability and adversely affect our business. Similar laws have been proposed in other states and at the federal level, and if passed, such laws may have potentially conflicting requirements that would make compliance challenging. Further, the California Privacy Rights Act (CPRA) recently passed in California. The CPRA will impose additional data protection obligations on covered businesses, including additional consumer rights processes, limitations on data uses, new audit requirements for higher risk data, and opt outs for certain uses of sensitive data. It will also create a new California data protection agency authorized to issue substantive regulations and could result in increased privacy and information security enforcement. The majority of the provisions will go into effect on January 1, 2023, and additional compliance investment and potential business process changes may be required.
Compliance with applicable data privacy and security laws, rules and regulations could require us to engage in costly compliance exercises, restrict our ability to collect, or use and disclose data. Each of these constantly evolving laws can be subject to varying interpretations. Failure to comply with U.S. data protection laws and regulations could result in government investigations and enforcement actions (which could include civil or criminal penalties), fines, private litigation, and/or adverse publicity and could negatively affect our operating results and business. Moreover, patients about whom we obtain information may contractually limit our ability to use and disclose the information. Claims that we have violated individuals privacy rights, failed to comply with data protection laws, or breached our contractual obligations, even if we are not found liable, could be expensive and time-consuming to defend and could result in adverse publicity that could harm our business.
Our internal computer systems, or those used by any of our third-party service providers, may fail or suffer security breaches, which may adversely affect our business, operations and financial performance.
Information security risks have significantly increased in recent years in part because of the proliferation of new technologies, the use of the internet and telecommunications technologies to conduct our operations, and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties, including foreign state agents. Our operations rely on the secure processing, transmission and storage of confidential, proprietary and other information in our computer systems and networks.
Despite the implementation of security measures, our facilities and systems, and those of our third-party service providers may be vulnerable to privacy and security incidents, cyberattacks, acts of vandalism or theft, computer viruses, coordinated attacks by activist entities, emerging cybersecurity risks, misplaced or lost data, programming and/or human errors, or other similar events that could result in unauthorized access to, use or disclosure of, corruption of, or loss of sensitive and/or proprietary data, including personal information or PHI. Emerging and advanced security threats, including coordinated attacks, require additional layers of security which may disrupt or impact efficiency of operations. Attacks upon information technology systems are increasing in their frequency, levels of persistence, sophistication and intensity, and are being conducted by sophisticated and organized groups and individuals with a wide range of motives and expertise. As a result of the COVID-19 pandemic, we may also face increased cybersecurity risks due to our reliance on internet technology and the number of our employees who are working remotely, which may create additional opportunities for cybercriminals to exploit vulnerabilities. Furthermore, because the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our business operations. In addition, such a breach may require notification to governmental agencies, the media or individuals pursuant to various federal and state privacy and security laws, if applicable, including HIPAA, as well as regulations promulgated by the Federal Trade Commission and state breach notification laws. We would also be exposed to a risk of loss, including financial assets or litigation and potential liability, which could materially adversely affect our business, financial condition, results of operations and prospects. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability.
AKUMIN INC. | Annual Information Form | 2020 21
Our insurance policies may not be adequate to compensate us for the potential losses arising from such disruptions, failure, or security breach. In addition, such insurance may not be available to us in the future on economically reasonable terms, or at all. Further, our insurance may not cover all claims made against us and defending a suit, regardless of its merit, could be costly, divert management attention, and harm our reputation.
We may not receive payment from some of our healthcare provider customers because of their financial circumstances or other contractual or legal disputes.
Some of our healthcare provider customers do not have significant financial resources, liquidity or access to capital. If these customers experience financial difficulties or if there arises a contractual or other legal dispute to which they are party, they may be unable to pay us for the equipment and services that we provide. A significant deterioration in general or local economic conditions, including in connection with the COVID-19 pandemic, could have a material adverse effect on the financial health of certain of our healthcare provider customers. As a result, we may have to increase the amounts of accounts receivable that we write-off, which would adversely affect our financial condition and results of operations.
We have significant liabilities which require us to generate sufficient cash flows from operations in order to make mandated payments of principal and interest.
We have incurred significant liabilities in connection with the acquisition of our current medical imaging centers. Our ability to repay these liabilities will be contingent upon our success in achieving sufficient revenues from these medical imaging centers to be able to make payments of principal and interest against this debt when due and payable. There is no assurance that we will be able to secure future additional financing to repay our current credit facilities should cash flows from operations be insufficient to repay these liabilities. Our inability to repay outstanding debt when due would have a material adverse impact on our business.
We face liquidity risks and may encounter difficulty raising funds to meet our financial commitments.
We are exposed to liquidity risk mainly with respect to our credit facilities. Although the Company seeks to ensure that there is sufficient liquidity to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash, there is no assurance sufficient liquidity is maintained. If our actual cash flows from operations differ significantly from our anticipated cash flows for these purposes, such as a result of the COVID-19 pandemic, we may have insufficient liquidity to meet our financial commitments.
The effect of the uncertainty relating to potential future changes to U.S. healthcare laws may increase our and our partners and contractors healthcare costs, limit the ability of patients to obtain health insurance, increase patients share of health care costs and negatively impact our financial results.
Healthcare systems are subject to ongoing legislative and regulatory reform in the United States and abroad, and certain of these proposals may affect reimbursement, coverage, and utilization of diagnostic imaging services. For example, in March 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the ACA) was signed into law, which substantially changed the way healthcare is financed by both governmental and private insurers in the United States.
Since its enactment, there have been judicial and Congressional efforts to modify or repeal the ACA. For example, the Tax Cuts and Jobs Act of 2017 includes a provision that entered into effect on January 1, 2019, that repealed the tax-based shared responsibility payment imposed by the ACA on certain individuals who fail to maintain qualifying health coverage for all or part of a year that is commonly referred to as the individual mandate. In December 2018, a U.S. district court held that the individual mandate was unconstitutional, which was upheld by the U.S. Court of Appeals for the Fifth Circuit. The Supreme Court of the United States granted certiorari on March 2, 2020, and held oral arguments in November 2020. It is unclear when a decision will be issued or how this decision, future litigation, other efforts to repeal and replace the ACA, and healthcare measures of the Biden administration will impact the ACA and our business.
In addition, there have been other legislative changes proposed and adopted since the Affordable Care Act was enacted. For example, the Budget Control Act of 2011, among other things, resulted in reductions in payments to Medicare providers of 2% per fiscal year, which went into effect on April 1, 2013 and, due to subsequent legislative amendments to the statute,
AKUMIN INC. | Annual Information Form | 2020 22
will remain in effect through 2030, with the exception of a temporary suspension from May 1, 2020 through March 31, 2021, unless additional Congressional action is taken. Additionally, the American Taxpayer Relief Act of 2012, among other things, reduced CMS payments to several providers, including hospitals, further increased the presumed utilization of advanced diagnostic imaging services to a presumed rate of 90%, and increased the statute of limitations period for the government to recover Medicare overpayments to providers from three to five years.
We cannot predict which healthcare reform measures will be implemented or the full impact of current or future healthcare reform measures on our business. While we are unable to predict what, if any, changes may ultimately be enacted, the U.S. Congressional Budget Office and others have estimated that some of the proposals made to date would result in millions of additional uninsured patients in the U.S. Additionally, U.S. lawmakers have suggested that, even if no formal legislation repealing or modifying the ACA is passed, they may take, or omit, actions that could adversely impact the viability of the ACA and the health insurance markets, which could result in more uninsured patients, other patients having lesser coverage or patients having to absorb a greater portion of the cost of their health care services. Any such changes or any other future changes in the manner in which health care services in the U.S. are paid for and reimbursed by government and private payors could adversely impact our business.
Because of our U.S. operations, we could be adversely affected by violations of anti-bribery laws.
Almost all of our operations are located outside of Canada. Anti-bribery laws and regulations generally prohibit companies and their intermediaries from making improper payments to non-resident officers, employees or any other persons acting in an official capacity for any government entity to any political party or official thereof or to any candidate for political office for the purpose of obtaining or retaining business. While our management services agreements, services agreements and operational policies and procedures, including our compliance program, mandate compliance with applicable law, we cannot assure you that we will be successful in preventing our contractors, employees or other agents from taking actions in violation of these laws or regulations or that we will not otherwise be deemed to have failed to comply with such laws. Such violations, or allegations of such violations, could disrupt our business and result in a material adverse effect on our financial condition, results of operations and cash flows.
We operate outpatient diagnostic imaging centers in some regions which are exposed to natural disasters, public health epidemics and other calamities.
Our outpatient diagnostic imaging centers are located in regions which are vulnerable to a variety of natural disasters, including hurricanes, earthquakes, flooding, wildfires, etc. We cannot ensure that our centers in these markets would survive a future hurricane, earthquake, flood, wildfire or other natural disaster. Similarly, we cannot ensure that we will be able to procure insurance for such losses in meaningful amounts or at affordable rates in the future. If a natural disaster or other event with a significant economic impact occurs in a region where we operate, such disaster or event could negatively affect the profitability of our business. A local, regional, national or international outbreak of a contagious disease, including the novel coronavirus known as COVID-19, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu or any other similar illness, or a fear of any of the foregoing, and changes to laws and other government actions implemented in response to such an illness, could decrease the willingness or ability of customers to patronize our centers, cause shortages of employees to staff our centers, interrupt certain supplies from third parties upon which the Company relies, restrict our ability to offer certain services and otherwise have a material adverse effect on the Companys business, financial condition and results of operations. Such adverse effect could be rapid and unexpected and it is unknown whether and how the Company may be affected if such an epidemic persists for an extended period of time.
We may be unsuccessful in evaluating material risks involved in completed and future investments which could impact our ability to realize the expected benefits from future investments and acquisitions.
We regularly review investment opportunities and, as part of the review, conduct business, legal and financial due diligence with the goal of identifying and evaluating material risks involved in any particular transaction. Despite our efforts, we may be unsuccessful in ascertaining or evaluating all such risks. In particular, financial insight into our previously acquired companies or financial due diligence in respect of potential targets may be limited in light of the availability of financial information. As a result, we may not realize the intended advantages of any given investment and may not identify all of
AKUMIN INC. | Annual Information Form | 2020 23
the risks relating to the investment. If we fail to realize the expected benefits from one or more investments, or do not identify all of the risks associated with a particular investment, our business, results of operations and financial condition could be adversely affected.
We may be subject to certain regulations that could restrict our activities and abilities to generate revenues as planned.
From time to time, governments, government agencies and industry self-regulatory bodies in Canada, the United States, and other countries in which we will operate have adopted statutes, regulations and rulings that directly or indirectly affect the activities of our company and our future clients. These regulations could adversely impact on our ability to execute our business strategy and generate revenues as planned.
Technological change in our industry could reduce the demand for our services and require us to incur significant costs to upgrade our equipment.
The development of new technologies or refinements of existing modalities may require us to upgrade and enhance our existing equipment before we may otherwise intend. Many companies currently manufacture diagnostic imaging equipment. Competition among manufacturers for a greater share of the diagnostic imaging equipment market may result in technological advances in the speed and imaging capacity of new equipment. This may accelerate the obsolescence of our equipment, and we may not have the financial ability to acquire the new or improved equipment and may not be able to maintain a competitive equipment base. In addition, advances in technology may enable physicians and others to perform diagnostic imaging procedures without us. If we are unable to deliver our services in the efficient and effective manner that payors, physicians and patients expect, our revenue could substantially decrease.
Because we have high fixed costs, lower scan volumes per system could adversely affect our business.
The principal components of our expenses, excluding depreciation, consist of debt service, finance lease payments, compensation paid to technologists, salaries, real estate lease expenses and equipment maintenance costs. Because a majority of these expenses are fixed, a relatively small change in our revenue could have a disproportionate effect on our operating and financial results depending on the source of our revenue. Thus, decreased revenue as a result of lower scan volumes per system could result in lower margins, which could materially adversely affect our business.
We may be unable to effectively maintain our equipment or generate revenue when our equipment is not operational.
Timely, effective service is essential to maintaining our reputation and high use rates on our imaging equipment. Although we have an agreement with a third party equipment service provider pursuant to which such service provider maintains and repairs the majority of our imaging equipment, the agreement does not compensate us for loss of revenue when our systems are not fully operational and our business interruption insurance may not provide sufficient coverage for the loss of revenue. Also, third party equipment service providers may not be able to perform repairs or supply needed parts in a timely manner, which could result in a loss of revenue. Therefore, if we experience more equipment malfunctions than anticipated or if we are unable to promptly obtain the service necessary to keep our equipment functioning effectively, or where our business or data is compromised on account of equipment malfunctions or a cybersecurity-related attack, our ability to provide services and to fulfill our contractual arrangements would be adversely affected and our revenue could decline.
Our inability to attract and retain qualified radiology technologists and key managerial and other non-medical personnel may adversely impact our ability to carry out our business operations and strategies as planned.
We are highly dependent on qualified managerial personnel. Our anticipated growth will require additional expertise and the addition of new qualified personnel. There is intense competition for qualified personnel in the radiology and medical imaging field. Therefore, we may not be able to attract and retain the qualified personnel necessary for the development of our business. The loss of the services of existing personnel, as well as the failure to recruit additional key managerial personnel in a timely manner, would harm our business development programs and ability to manage day-to-day
AKUMIN INC. | Annual Information Form | 2020 24
operations, attract collaboration partners, attract and retain other employees and generate revenues. We may not maintain key personal life insurance on any of our employees.
Our policies regarding allowances for doubtful accounts may negatively impact our financial results in future fiscal periods.
We cannot ensure that our allowances for doubtful accounts will not exceed the estimates, which could have a material adverse effect on our results of operations, financial condition, and cash flows.
Market rate fluctuations could adversely affect our results of operations.
We may be subject to market risk through the risk of loss of value in our portfolios resulting from changes in interest rates, foreign exchange rates, credit spreads, and equity prices. We are required to mark to market our held-for-trading investments at the end of each reporting period, to the extent we own any such investments. This process could result in significant write-downs of our investments over one or more reporting periods, particularly during periods of overall market instability, including the extreme market volatility in connection with the current COVID-19 pandemic, which could have a significant unfavorable effect on our financial position.
Some of our imaging modalities use radioactive materials which generate regulated waste and could subject us to liabilities for injuries or violations of environmental and health and safety laws.
Some of our imaging procedures use radioactive materials which generate medical and other regulated wastes. For example, patients are injected with a radioactive substance before undergoing a PET scan. Storage, use and disposal of these materials and waste products present the risk of accidental environmental contamination and physical injury. We are subject to federal, state and local regulations governing storage, handling and disposal of these materials. We could incur significant costs and the diversion of our managements attention in order to comply with current or future environmental and health and safety laws and regulations. Also, we cannot completely eliminate the risk of accidental contamination or injury from these hazardous materials. Although we believe that we maintain liability insurance coverage consistent with industry practice in the event of an accident, we could be held liable for any resulting damages, and any liability could exceed the limits of or fall outside the coverage of our liability insurance.
Our inability to maintain effective internal controls over financial reporting could increase the risk of an error in our financial statements.
Our senior management is responsible for establishing and maintaining adequate internal controls over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives due to its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is therefore subject to error, collusion, or improper override. Given such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis, and although it is possible to incorporate into the financial reporting process safeguards to reduce this risk, they cannot be guaranteed to entirely eliminate it. If we fail to maintain effective internal control over financial reporting, then there is an increased risk of an error in our financial statements that could result in us being required to restate previously issued financial statements at a later date.
If we fail to comply with various licensure, certification and accreditation standards, we may be subject to loss of licensure, certification or accreditation, which would adversely affect our operations.
Ownership, construction, operation, expansion and acquisition of our outpatient diagnostic imaging centers are subject to various federal and state laws, regulations and approvals concerning licensing of personnel, other required certificates for certain types of healthcare facilities and certain medical equipment. In addition, freestanding diagnostic imaging centers that provide services independent of a physicians office must be enrolled by Medicare as an independent diagnostic treatment facility, or IDTF, to bill the Medicare program. Medicare carriers have discretion in applying the IDTF requirements and therefore the application of these requirements may vary from jurisdiction to jurisdiction. In addition, federal legislation
AKUMIN INC. | Annual Information Form | 2020 25
requires all suppliers that provide the technical component of diagnostic MRI, PET/CT, CT, and nuclear medicine to be accredited by an accreditation organization designated by CMS (as defined below) (which currently includes the American College of Radiology (ACR), the Intersocietal Accreditation Commission, RadSite and the Joint Commission). Our MRI, CT, mammography and other diagnostic equipment are accredited as necessary by RadSite, ACR, IAC, The Joint Commission or other recognized accreditation bodies. We may not be able to receive the required regulatory approvals or accreditation for any future acquisitions, expansions or replacements, and the failure to obtain these approvals could limit the opportunity to expand our services.
Our centers are subject to periodic inspection by governmental and other authorities to assure continued compliance with the various standards necessary for licensure and certification. If any facility loses its certification under the Medicare program, then the facility will be ineligible to receive reimbursement from the Medicare and Medicaid programs. For Fiscal 2019, approximately 14% of our revenue came from the Medicare and Medicaid programs. A change in the applicable certification status of one of our centers could adversely affect our other centers and in turn us as a whole.
In addition to licensure and certification at the facility level, the radiologists providing professional medical services at our facilities are subject to licensing and related regulations by the states in which they provide services. As a result, we require the radiology groups with which we contract to require those radiologists to have and maintain appropriate licensure. Further, credentialing of physicians is required by our payors prior to commencing payment. We have experienced a slowdown in the credentialing of our physicians over the last several years which has lengthened our billing and collection cycle and could negatively impact our ability to collect revenue from patients covered by Medicare.
Our management services arrangements with radiology practices and our professional services agreements with contracted radiologists or radiology practices must be structured in compliance with laws relating to the practice of medicine, including, without limitation, fee-splitting prohibitions.
State laws in certain of the states in which we operate prohibit us from owning radiology practices, from exercising control over the clinical judgment of physicians and/or from engaging in certain financial arrangements, such as splitting professional fees with physicians. These laws vary by state and are enforced by state courts and regulatory authorities, each with broad discretion, and often with limited precedent as to how challenges under these laws may turn out. A component of our business has been to enter into management services agreements with radiology practices. We provide management, administrative, technical and other non-medical services to the radiology practices in exchange for a service fee typically based on a percentage of the practices revenue. We structure our relationships with these radiology practices, including those managed following an acquisition by us of their non-clinical assets, in a manner that we believe keeps us from engaging in the practice of medicine or exercising control over the medical judgments or decisions of the radiology practices or their physicians, or violating prohibitions against fee-splitting. There can be no assurance that our present arrangements with physicians providing medical services and medical supervision at our owned or managed diagnostic imaging centers will not be challenged, and, if challenged, that they will not be found to violate applicable laws, thus subjecting us to potential damages, injunction and/or civil and criminal penalties or require us to restructure our arrangements in a way that would affect the control or quality of our services and/or change the amounts we receive from the operation of these centers and locations. Any of these results could jeopardize our business. We have structured the fees payable to our subsidiaries by our affiliated practice groups in such a manner that we believe complies with applicable federal, state and local laws. Although the relevant laws have been subject to limited judicial and regulatory interpretation, we believe that we are in compliance with applicable state laws in relation to the corporate practice of medicine. However, regulatory authorities or other parties may assert that despite these management arrangements between our subsidiaries and affiliated physician groups, we or our manager subsidiaries are engaged in the corporate practice of medicine or that the contractual arrangements with the affiliated physician groups constitute unlawful fee splitting or another violation of corporate practice of medicine rules. Should such an event occur, we or our affiliated physician groups could be subject to administrative, civil or criminal remedies or penalties, our management services contracts could be found to be legally invalid and unenforceable, in whole or in part, or we could be required to restructure our contractual arrangements with our affiliated physician groups.
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Recently enacted and future federal legislation, regulatory changes or payment changes implemented by commercial payors could limit the prices we can charge for our services and/or the amount we are reimbursed for our services, which would reduce our revenue and adversely affect our operating results.
Our revenue is derived from a diverse mix of third-party payors, including private payors, managed care capitated payors and government payors. We derive a substantial portion of our revenue from direct billings to governmental healthcare programs, such as Medicare and Medicaid, and private health insurance companies and/or health plans, including but not limited to those participating in the Medicare Advantage program. For services for which we bill Medicare directly or indirectly, including through contracted radiologists, we are paid under the Medicare Physician Fee Schedule. Because governmental healthcare programs generally reimburse on a fee schedule basis rather than on a charge-related basis, we generally cannot increase our revenues from these programs by increasing the amount of charges for services. Any negative changes in governmental capitation or fee-for-service rates or methods of reimbursement for the services we provide could have a significant adverse impact on our revenue and financial results.
Generally, commercial insurance companies reimburse us, directly or indirectly, including through the contracted radiology groups elsewhere, on the basis of agreed upon rates. These rates are negotiated and may differ materially with rates set forth in the Medicare Physician Fee Schedule for the particular service. The patients may be responsible for certain co-payments or deductibles.
Government and private payors have taken and may continue to take steps to control the cost, eligibility for, use, and delivery of healthcare services, including diagnostic imaging services, as a result of budgetary constraints, cost containment pressures and other reasons. For example, reimbursement by government payors for a number of diagnostic imaging procedures, including many that we or our managed radiology practices perform, has been materially reduced over the last number of years. Certain private payors have followed suit and reduced reimbursement for certain diagnostic imaging procedures. Given the recent history, we expect that reimbursement for certain diagnostic imaging services that we or our managed radiology practices provide, may be reduced in the future, which would adversely impact our business. Additionally, CMS and other payors are seeking to shift from a primarily fee for service reimbursement paradigm to a more value based model. We cannot predict what such changes will ultimately look like or how they may ultimately impact our business or financial performance, which creates significant uncertainty for our business.
There may be gaps in our insurance coverage relating to events which transpired prior to our acquisition of our centers in Pennsylvania and Delaware.
When we acquired the assets of our centers in Pennsylvania and Delaware on April 21, 2016, we also agreed to indemnify the physician-owned radiology practices which serviced those centers pursuant to management services agreements with those entities. The Company has not insured against risks which pre-date its acquisition of those centers and, as a result, it could be liable, without the benefit of insurance proceeds, for damages suffered as a result of complaints or other proceedings against those physician-owned radiology practices relating to events which transpired prior to April 21, 2016. These complaints could include actions for medical malpractice or wrongful death.
We incur expenses as a result of being a public company and our current resources may not be sufficient to fulfill our public company obligations.
We incur significant legal, accounting, insurance and other expenses as a result of being a public company, which may negatively impact our performance and could cause our results of operations and financial condition to suffer. Compliance with applicable securities laws in Canada and the U.S. and the rules of the TSX and NASDAQ substantially increases our expenses, including our legal and accounting costs, and makes some activities more time-consuming and costly. Reporting obligations as a public company and our anticipated growth may place a strain on our financial and management systems, processes and controls, as well as our personnel.
We are responsible for establishing and maintaining adequate internal control over financial reporting, which is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of our inherent limitations and the fact that we are a public company and are implementing additional financial control and management systems, internal control over financial
AKUMIN INC. | Annual Information Form | 2020 27
reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A failure to prevent or detect errors or misstatements may result in a material impact on our financial position, liquidity, and results of operations.
If our management is unable to certify the effectiveness of our internal controls or if material weaknesses in our internal controls are identified, we could be subject to regulatory scrutiny and a loss of public confidence, which could have a material impact on our financial position, liquidity, and results of operations. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could have a material impact on our financial position, liquidity, and results of operations.
We do not expect that our disclosure controls and procedures and internal controls over financial reporting will prevent all error or fraud. A control system, no matter how well-designed and implemented, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within an organization are detected. The inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by individual acts of certain persons, by collusion of two or more people or by management override of the controls. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results could be materially adversely effected, which could also cause investors to lose confidence in our reported financial information, which in turn could have a material impact on our financial position, liquidity and results of operations.
Our senior management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.
We are publicly listed on the TSX and have recently listed on NASDAQ. The individuals who now constitute our senior management team have relatively limited experience managing a publicly traded company and limited experience complying with the increasingly complex laws pertaining to public companies compared to senior management of other publicly traded companies. Our senior management team may not successfully or efficiently manage a public company subject to significant regulatory oversight and reporting obligations under Canadian and U.S. securities laws. In particular, these new obligations will require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business.
Volatility of current global economic or financial conditions
Current global economic or financial conditions have been subject to continued volatility. Trade wars, import tariffs, Brexit, public protests, rising consumer debt levels, epidemics, pandemics, or outbreaks of new infectious diseases or viruses (including, most recently, COVID-19) and the risk of sovereign debt defaults in many countries have caused and continue to cause significant uncertainties in the markets. Although the Company takes appropriate measures and safeguards to protect its staff from infection, these events can result in volatility and disruption to our operations which may be beyond the control of the Company, and which could adversely affect the availability of supplies and materials, labor, interest rates, credit ratings, credit risk, inflation, business operations, financial markets, exchange rates and other factors material to the Company.
Dividends and Distributions
Neither Akumin Inc. nor either of its predecessors has declared or paid any dividends on their Common Shares since the date of their amalgamation or incorporation. The Company intends to retain its earnings, if any, to finance the growth and development of its business and does not expect to pay dividends or to make any other distributions in the near future. The
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Board will review this policy from time to time having regard to the Companys financing requirements, financial condition and other factors considered to be relevant.
Description of Capital Structure
Our authorized share capital consists of an unlimited number of Common Shares without par value and an unlimited number of preferred shares without par value. The following describes our issued and outstanding share capital as well as the material terms of our share capital. The following description may not be complete and is subject to, and qualified in its entirety by reference to, the terms and provisions of our articles (Articles).
Common Shares
As at December 31, 2020, there were 70,178,428 Common Shares issued and outstanding as fully paid and non-assessable.
Those Common Shares issued and outstanding as of December 31, 2020 exclude 5,760,120 Common Shares reserved for issuance pursuant to 5,760,120 stock options outstanding as of December 31, 2020, of which, subject to vesting and the terms of the Companys stock option plan, 2,025,268 stock options are exercisable at an exercise price of $0.50 and 2,070,000 stock options are exercisable at an exercise price of $3.74 and 1,664,852 are exercisable at an exercise price of $3.29.
If all stock options outstanding as at December 31, 2020 were vested and exercised, the Company would issue an additional 5,760,120 Common Shares, or 8.21% of our Common Shares issued and outstanding as of December 31, 2020, and the Company would receive $ $14,231,797. None of the stock options are transferrable prior to their exercise for Common Shares, except that stock options may, in accordance with the terms of their plans, be transferred to permitted assigns of the respective holder that are related to or controlled by such holder.
Subject to the rights of the holders of the preferred shares of the Company, if any, holders of the Common Shares are entitled to dividends if, as and when declared by the directors. Holders of the Common Shares are entitled to one vote per Common Share at meetings of Shareholders except at meetings at which only holders of a specified class of shares are entitled to vote. Upon liquidation, dissolution or winding-up of the Company, subject to the rights of holders of preferred shares, holders of the Common Shares are to share ratably in the remaining assets of the Company as are distributable to holders of Common Shares. The Common Shares are not subject to call or assessment rights, redemption rights, rights regarding purchase for cancellation or surrender, or any pre-emptive or conversion rights.
Preferred Shares
As at December 31, 2020, zero preferred shares were issued and outstanding.
Preferred shares may be issued by the directors of the Company at any time in one or more series. Subject to the provisions of the OBCA and our Articles, the Board may, by resolution, from time to time fix the number of shares in each series of preferred shares and determine the rights, privileges, restrictions and conditions attaching to each series, including, without limitation, any right to receive dividends (which may be cumulative or non-cumulative and variable or fixed) or the means of determining such dividends, the dates of payment thereof, the voting rights (if any), any terms or conditions of redemption or purchase, any conversion rights, any retraction rights, any rights on our liquidation, dissolution or winding up and any sinking fund or other provisions, the whole to be subject to filing an amendment to our Articles to create the series and altering our Articles to include the special rights or restrictions attached to the preferred shares of the series. If any preferred shares are issued and the directors determine those preferred shares are to have voting rights, the holders of those preferred shares will vote together with the holders of Common Shares at meetings of Shareholders except at meetings at which only holders of a specified class of shares are entitled to vote.
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Market for Securities
Trading Price and Volume
The Common Shares are listed for trading on the NASDAQ and the TSX under the symbol AKU. The following tables show the monthly range of high and low prices per Common Share at the close of market on the NASDAQ and TSX, as well as total monthly volumes of the Common Shares traded on the NASDAQ and TSX under that symbol for Fiscal 2020:
NASDAQ Capital Market Symbol: AKU (USD)3
Month (2020) | Low | High | Volume | |||||||||
September |
$ | 2.85 | $ | 3.25 | 1,344,262 | |||||||
October |
$ | 3.25 | $ | 3.74 | 3,707,500 | |||||||
November |
$ | 3.20 | $ | 3.74 | 1,825,111 | |||||||
December |
$ | 3.00 | $ | 3.29 | 1,558,689 |
Toronto Stock Exchange Symbol: AKU (USD)4
Month (2020) | Low | High | Volume | |||||||||
January |
$ | 3.23 | $ | 3.72 | 2,115,104 | |||||||
February |
$ | 3.24 | $ | 3.75 | 2,101,884 | |||||||
March |
$ | 1.36 | $ | 3.40 | 2,214,933 | |||||||
April |
$ | 1.62 | $ | 2.32 | 397,749 | |||||||
May |
$ | 1.98 | $ | 2.22 | 261,365 | |||||||
June |
$ | 1.92 | $ | 2.40 | 1,149,853 | |||||||
July |
$ | 1.70 | $ | 1.99 | 470,296 | |||||||
August |
$ | 1.71 | $ | 2.99 | 2,764,577 | |||||||
September |
$ | 2.90 | $ | 2.99 | 175,400 |
Toronto Stock Exchange Symbol: AKU.U (CAD)
Month (2020) | Low | High | Volume | |||||||||
January |
$ | 4.21 | $ | 4.81 | 1,086,277 | |||||||
February |
$ | 4.35 | $ | 4.98 | 578,921 | |||||||
March |
$ | 1.90 | $ | 4.44 | 583,566 | |||||||
April |
$ | 2.25 | $ | 3.21 | 338,187 | |||||||
May |
$ | 2.75 | $ | 3.05 | 226,075 | |||||||
June |
$ | 2.60 | $ | 3.36 | 711,895 | |||||||
July |
$ | 2.25 | $ | 2.77 | 406,762 | |||||||
August |
$ | 2.23 | $ | 3.80 | 651,270 | |||||||
September |
$ | 3.71 | $ | 4.35 | 765,904 | |||||||
October |
$ | 4.20 | $ | 4.88 | 506,580 | |||||||
November |
$ | 4.09 | $ | 4.86 | 1,654,536 | |||||||
December |
$ | 3.81 | $ | 4.24 | 405,400 |
3 |
The Common Shares commenced trading on the NASDAQ on September 3, 2020. |
4 |
The Common Shares were de-listed from the TSX under the symbol AKU.U (in United States dollars) on September 8, 2020. |
AKUMIN INC. | Annual Information Form | 2020 30
Escrowed Securities and Securities Subject to Contractual Restriction on Transfer
To our knowledge, there are no Common Shares in escrow or subject to a contractual restriction on transfer as of December 31, 2020.
Directors and Officers
The name, province or state and country of residence of each director and officer of the Company, their respective positions and offices held with the Company and their principal occupation during the last preceding five years are shown below as of the date hereof. Directors are elected to serve until the next annual meeting or until their successors are elected or appointed, unless their office is earlier vacated.
Name, Province or State
and Country of Residence |
Current Office(s) with the Company |
Office(s) Held Since |
Principal Occupation During the Previous Five Years |
|||
Thomas (Tom) Davies(1)(2) Ontario, Canada |
Director | 2017 |
Executive Vice President, Remington Group, a real estate development and construction company. |
|||
Stan Dunford Ontario, Canada |
Director, Chair | 2017 |
President and director of Republic Live, Inc.; previously Chairman and Chief Executive Officer of Contrans Group Inc. |
|||
Murray Lee(1)(2) Alberta, Canada |
Director, Lead Director | 2017 |
Vice President, Finance of a privately held business; owns and manages several hotels and restaurants; former partner at two big four accounting firms, establishing and leading their Canada/U.S. cross-border tax practices. |
|||
James Webb(1)(2) Texas, United States |
Director | 2017 |
Chairman and founder of 16 Capital Holdings with a narrowed focus in the fitness and wellness space; prior to August 9, 2017, Manager of Preferred Medical Imaging, LLC (predecessor of Akumin Texas). |
|||
Riadh Zine-El-Abidine Ontario, Canada |
Director, President and Chief Executive Officer | 2014 |
Director, President and Chief Executive Officer of Akumin; previously, Managing Director of Global Investment Banking at a leading Canadian investment bank. |
|||
Rohit Navani Florida, United States |
Executive Vice President and Chief Operating Officer | 2014 |
Executive Vice President and Chief Operating Officer of Akumin; previously, a partner and leader in the integration and divestiture advisory practice of an international accounting firm. |
|||
Mohammad Saleem Ontario, Canada |
Chief Financial Officer and Corporate Secretary | 2015 |
Chief Financial Officer and Corporate Secretary of Akumin; previously, director of M&A at a leading Canadian investment bank in Toronto. |
|||
Christopher Fitzgerald South Carolina, United States |
Chief Revenue Officer, Akumin Corp. | 2018 |
Joined Akumin in March, 2018; previously Vice President of Practice Solutions (2016-2018) and Vice President of Product Management (2014-2016) with a leading software provider to the health care industry. |
|||
Matthew Cameron Arkansas, United States |
Senior Vice President and General Counsel | 2018 |
Joined Akumin in March, 2018; previously a lawyer with a leading national Canadian law firm. |
|||
Laura Kassa Florida, United States |
Senior Vice President, Akumin Corp. | 2014 |
Senior Vice President of Akumin Corp.; previously, Director of Operations with an Akumin predecessor (2013-2014). |
|||
Kevin Johnson Florida, United States |
Co-President, Advanced Diagnostic Group, LLC | 2019 |
Joined Akumin in June 2019 as a result of the acquisition of ADG. |
|||
Leigh Anne Fernandes Florida, United States |
Co-President, Advanced Diagnostic Group, LLC | 2019 |
Joined Akumin in June 2019 as a result of the acquisition of ADG. |
AKUMIN INC. | Annual Information Form | 2020 31
Adam Fabian Ontario, Canada |
Corporate Controller | 2017 |
Joined Akumin in June, 2017; previously Controller with a health care revenue cycle management firm (2015-2017) and in the audit and assurance practice of an international accounting firm (2010-2015) |
|||
Darren Speed Texas, United States |
Chief Compliance Officer | 2017 |
Joined Akumin in August 2017 as a result of the acquisition of Akumin Texas. |
|||
Jason Richardson Texas, United States |
Vice President, Marketing, Akumin Corp. | 2017 |
Joined Akumin in August 2017 as a result of the acquisition of Akumin Texas. |
|||
Michael Luckey Texas, United States |
Vice President, Business Development, Akumin Corp. | 2017 |
Joined Akumin in August 2017 as a result of the acquisition of Akumin Texas. |
|||
Michael Meredith Texas, United States |
Vice President, Equipment Management, Akumin Corp. and President, Sync-Med, LLC | 2017 |
Joined Akumin in August 2017 as a result of the acquisition of Akumin Texas. |
|||
Lori Marker Texas, United States |
Vice President, Human Resources | 2020 |
Joined Akumin in September 2020. She has more than 20 years of human resources leadership experience across a variety of sectors. |
(1) |
Member of our Audit Committee, Compensation Committee and Governance Committee. |
(2) |
Independent director for the purposes of National Instrument 58-101 Disclosure of Corporate Governance Practices. |
Ownership Interest
As of December 31, 2020, our directors and the above-named executive officers, as a group, beneficially owned, Controlled or directed, directly or indirectly: (a) 17,140,803 (or 24.42%) of our issued and outstanding Common Shares; and (b) 17,140,803 (or 24.42%) of the voting power attached to all of the issued and outstanding Common Shares.
Cease Trade Orders
To the knowledge of the Company, no director or executive officer of the Company (nor any personal holding company of any of such individuals) is, as of the date hereof, or was within ten years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company), that: (a) was subject to a cease trade order (including a management cease trade order), an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days (collectively, an Order), that was issued while the individual was acting in the capacity as a director, chief executive officer or chief financial officer; or (b) was subject to an Order that was issued after the individual ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that individual was acting in the capacity as director, chief executive officer or chief financial officer.
Bankruptcies
To the knowledge of the Company, no director or executive officer of the Company or shareholder holding a sufficient number of securities to affect materially the Control of the Company (nor any personal holding company of any of such individuals): (a) is, as of the date hereof, or has been within the ten years before the date hereof, a director or executive officer of any company (including the Company) that, while that individual was acting in that capacity, or within a year of that individual ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has, within the ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or
AKUMIN INC. | Annual Information Form | 2020 32
instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.
Penalties or Sanctions
To the knowledge of the Company, no director or executive officer of the Company or shareholder holding a sufficient number of securities to affect materially the Control of the Company (nor any personal holding company of any of such individuals) has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.
Conflicts of Interest
There are no material conflicts of interest between the Company or any of its subsidiaries and any director or officer of the Company or any of its subsidiaries.
Audit Committee
Audit Committee
Our Audit Committee consists of three directors, all of whom are persons determined by our Board to be both independent directors and financially literate within the meaning of National Instrument 52-110 Audit Committees (NI 52-110). Our Audit Committee is comprised of Tom Davies, who acts as chair of this committee, Murray Lee and James Webb. In addition to each members general business experience, each of our Audit Committee members has an understanding of the accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting. The education and experience of each Audit Committee member that is relevant to the performance of responsibilities as an Audit Committee member is as follows:
Name | Relevant Education and Experience | |
Thomas (Tom) Davies (Chair) |
Mr. Davies is currently the Executive Vice-President of The Remington Group Inc. In his various roles since July 2006, he has been responsible for managing various Real Estate projects and directly oversees the related Financial Reporting. Prior to joining Remington, Mr. Davies held various Senior Management positions including most notably, VP & CFO of Excel Bestview Medical Laboratories, VP & CFO of Canadian Medical Laboratories Limited (CML) which gained him public company experience, and President of Lanzarotta Wholesale Grocers Limited. In addition to his role with Akumin, Mr. Davies has served as a member of the board of directors of several private companies. Mr. Davies is a Certified Public Accountant (CPA / CA) and holds a Bachelor of Commerce degree from the University of Toronto. |
|
Murray Lee |
Mr. Lee is a CPA having graduated with his Masters of Accounting in 1983. He retired from public accounting in 2014 having spent over 30 years in public accounting with 20 of those years being a partner in two different major international accounting firms where he held various roles and responsibilities, which included a three year role as human resources leader for a tax practice consisting of approximately 100 personnel. As part of his practice, he consulted for several multi-national corporations on various issues including audit and tax. |
|
James Webb |
Mr. Webb is an executive in the healthcare industry with over 40 years of experience. He holds a Masters degree in Health Administration. In the past 25 years he has built and sold four companies in the healthcare industry, including Preferred Medical Imaging, LLC which was acquired by the Company on August 9, 2017. Mr. Webb currently sits as a director on the boards of 4 private companies (in addition to being on the Companys board). |
AKUMIN INC. | Annual Information Form | 2020 33
In the form set forth in the attached Appendix A, our Board has adopted a written charter which outlines the purpose, composition, authority and responsibility of our Audit Committee, consistent with NI 52-110. The Audit Committee will assist our Board in discharging its oversight of:
· |
the quality and integrity of our financial statements and related information; |
· |
the independence, qualifications and appointment of our external auditor; |
· |
our disclosure controls and procedures, internal control over financial reporting and managements responsibility for assessing and reporting on the effectiveness of such controls; |
· |
our risk management processes; |
· |
monitoring and periodically reviewing our whistleblower policy; and |
· |
transactions with our related parties. |
Our Audit Committee has access to all of our books, records, centers and personnel and may request any information about us as it may deem appropriate. It also has the authority, in its sole discretion and at our expense, to retain and set the compensation of outside legal, accounting or other advisors as necessary to assist in the performance of its duties and responsibilities. Our Audit Committee also has direct communication channels with the Chief Financial Officer and Corporate Secretary and our external auditors to discuss and review such issues as our Audit Committee may deem appropriate.
Pre-Approval Policies and Procedures
The Audit Committee has adopted specific policies and procedures for the engagement of its external auditors for the performance of non-audit services. Pursuant to such policies, the Audit Committee is required to review and pre-approve all non-audit services to be performed by the external auditor. The Audit Committee may delegate this function to a member of the Audit Committee so that between meetings such member may pre-approve the non-audit services as long as such member reports the approval to the Audit Committee at the next ensuring meeting. The Audit Committee need not approve in advance any non-audit services where: (1) the aggregate amount of all non-audit services not pre-approved constitute no more than 5% of the total fees paid to the external auditor during the year, (2) the Company did not recognize the services as non-audit services at the time of the engagement, and (3) the services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit.
External Auditor Service Fees
During Fiscal 2020 and Fiscal 2019, we have been invoiced regarding the following fees to our external auditor, Ernst & Young LLP:
Fiscal 2020 ($) | Fiscal 2019 ($)(4) | |||||||
Audit fees |
1,400,533 | | ||||||
Audit related fees(1) |
| | ||||||
Tax fees(2) |
| | ||||||
All other fees(3) |
| | ||||||
|
|
|
|
|||||
Total fees paid |
1,400,533 | | ||||||
|
|
|
|
(1) |
Fees for assurance and related services not included in audit service above. |
(2) |
Fees related to advising regarding U.S. and Canadian federal, state and provincial tax matters. |
(3) |
Includes fees relating to advice given in respect of acquisitions and other similar transactions. |
(4) |
Ernst & Young LLP was first engaged as auditors for the Company with respect to the fourth quarter of Fiscal 2019. As a result, the Company was not invoiced for any fees by Ernst & Young LLP until Fiscal 2020. |
AKUMIN INC. | Annual Information Form | 2020 34
Legal Proceedings and Regulatory Actions
We are, from time to time, involved in legal proceedings, regulatory actions and investigations of a nature considered normal to our business. We believe that none of the litigation in which we are currently involved, or have been involved since the beginning of the most recently completed financial year, individually or in the aggregate, is material to our consolidated financial condition or results of operations, nor are any such proceedings known by us to be contemplated. See further discussion under Risk Factors above.
Prior to our acquisition of Akumin Texas, PIC, then a wholly-owned subsidiary of Akumin Texas which was merged into Akumin Texas effective September 30, 2017, was the subject of an investigation by the DOJ premised upon an allegation that PIC and its affiliates violated U.S. federal law by performing and billing for certain imaging services without on-site physician supervision. In or about June, 2016, PIC entered into a no-fault settlement agreement with the DOJ with respect to those allegations, which included PIC paying $3,510,000 to the U.S. government and entering into a CIA with the Office of the Inspector General for the U.S. Department of Health and Human Services. PICs CIA expires June 29, 2021. Also, prior to our acquisition of the imaging centers operated by Rose Radiology, Rose Radiology (through its predecessor, Rose Radiology Centers, Inc.) was the subject of an investigation by the DOJ premised upon allegations that Rose Radiology violated the False Claims Act for billing Medicare for ineligible procedures and certain other healthcare laws. Upon our acquisition of Rose Radiologys assets, Rose Radiology, a physician-owned radiology practice, retained Akumin as its manager for administrative and other non-clinical matters. In or about December, 2015, Rose Radiology entered into a no-fault settlement agreement with the DOJ with respect to those allegations which included Rose Radiology paying $8,710,000 to the U.S. government and entering into a CIA. Rose Radiologys CIA expired December 29, 2020 and Rose Radiology is completing its reporting with respect to the final year of that CIA. Finally, on February 1, 2021, the Company agreed to a settlement with the DOJ with respect to an investigation initiated by a relator pursuant to a qui tam complaint and related predominantly to activities of subsidiaries or professional services affiliates of the Company in Delaware and Texas that occurred prior to the Company having acquired control of those entities. The settlement consisted of a payment of $749,600 without any finding of improper conduct or any failure to provide appropriate care and treatment.
Interests of Management and Others in Material Transactions
There are no material interests, direct or indirect, of any of our directors or executive officers, any Shareholder that beneficially owns or Controls or directs (directly or indirectly) more than 10% of any class or series of our outstanding voting securities, or any associate or affiliate of any of the foregoing persons, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect us or any of our subsidiaries.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Shares is TSX Trust Company at its principal offices in Toronto, Ontario. The co-transfer agent and co-registrar is Continental Stock Transfer & Trust Company at its principal offices in New York, NY.
Material Contracts
Other than contracts entered into in the ordinary course of business, the Company has entered into the following material contracts within the most recently completed financial year or before the most recently completed financial year but that are still in effect:
AKUMIN INC. | Annual Information Form | 2020 35
· |
Indenture dated as of November 2, 2020 with respect to 7.000% Senior Secured Notes due 2025 between the Company and its subsidiaries, among others, and UMB Bank, National Association, as trustee and collateral agent; and |
· |
Revolving Credit Agreement dated as of November 2, 2020 between the Company, as borrower, certain subsidiaries of the Company, as guarantors, the Lenders, and BBVA USA, as administrative agent and collateral agent. |
See General Development of the Business Three Year History in this Annual Information Form for additional information on each of these material contracts. Copies of each of these material contracts have been filed with the securities regulatory authorities and are available at www.sedar.com and www.sec.gov. Investors are encouraged to read the full text of such material agreements.
Interests of Experts
The Companys auditors are Ernst & Young LLP, Chartered Professional Accountants, located at Miami, Florida. Ernst & Young LLP is independent with respect to the Company within the context of the CPA Code of Professional Conduct of Chartered Professional Accountants of Ontario and the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Additional Information
Additional information, including directors and officers remuneration and indebtedness, principal holders of our Companys securities and securities authorized for issuance under equity compensation plans, are contained in the Companys management information circular for the annual meeting of Shareholders held on May 14, 2020. Additional financial information is provided in the Companys audited annual consolidated financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations for Fiscal 2020. Such documentation, as well as additional information relating to the Company, may be found under the Companys profile at www.sedar.com and www.sec.gov.
AKUMIN INC. | Annual Information Form | 2020 36
Appendix A Audit Committee Charter
AUDIT COMMITTEE CHARTER
This charter (the Charter) sets forth the purpose, composition, responsibilities and authority of the Audit Committee (the Committee) of the board of directors (the Board) of Akumin Inc. (the Company).
Section 1 |
Statement of Purpose. The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to: |
(a) |
financial reporting and related financial disclosure; |
(b) |
the implementation of risk management and internal control over financial reporting and disclosure controls and procedures; and |
(c) |
external and internal audit processes. |
Section 2 |
Committee Membership. |
(1) |
Composition. The Committee shall consist of as many directors of the Board as the Board may determine (the Members), but in any event, not less than 3 (three) Members. Each Member shall meet the criteria for independence and financial literacy established by applicable laws and the rules of any stock exchanges upon which the Companys securities are listed, including National Instrument 52-110 Audit Committees (NI 52-110), subject to any exceptions permitted under NI 52-110. NI 52-110 also requires that to be independent, a Member be free of any relationship which could, in the view of the Board, reasonably interfere with the exercise of a Members independent judgment. |
(2) |
Appointment. Members shall be appointed by the Board, taking into account any recommendation that may be made by the Governance Committee of the Board. Any Member may be removed and replaced at any time by the Board, and will automatically cease to be a Member if he or she ceases to meet the qualifications required of Members. The Board will fill vacancies on the Committee by appointment from among qualified directors of the Board, taking into account any recommendation that may be made by the Governance Committee. If a vacancy exists on the Committee, the remaining Members may exercise all of its powers so long as there is a quorum. |
(3) |
Chair. The Board will designate one of the independent directors of the Board to be the chair of the Committee (the Chair), taking into account any recommendation that may be made by the Governance Committee. |
(4) |
Qualifications. At least 3 (three) Members shall be independent and financially literate as described above. Members must have suitable experience and must be familiar with auditing and financial matters. |
(5) |
Attendance of Ex Officio Members, Management and other Persons. The Committee may invite, at its discretion, senior executives of the Company or such persons as it sees |
AKUMIN INC. | Annual Information Form | 2020 A-1
fit to attend meetings of the Committee and to take part in the discussion and consideration of the affairs of the Committee. The Committee may also require senior executives or other employees of the Company to produce such information and reports as the Committee may deem appropriate in the proper exercise of its duties. Senior executives and other employees of the Company shall attend a Committee meeting if invited by the Committee. The Committee may meet without senior executives in attendance for a portion of any meeting of the Committee. |
(6) |
Delegation. Subject to applicable law, the Committee may delegate any or all of its functions to any of its Members or any sub-set thereof, or other persons, from time to time as it sees fit. |
Section 3 |
Committee Operations. |
(1) |
Meetings. |
(a) |
The Chair, in consultation with the other Members, shall determine the schedule and frequency of meetings of the Committee provided that the Committee shall meet at least four times per year or more often as required to satisfy its mandate under applicable law, which shall include meetings to approve for recommendation to the Board the quarterly and annual financial statements, managements discussion and analysis and earnings press release. Meetings of the Committee shall be held at such times and places as the Chair may determine. To the extent possible, advance notice of each meeting will be given to each Member unless all Members are present and waive notice, or if those absent waive notice before or after a meeting. Members may attend all meetings of the Committee either in person or by telephone, video or other electronic means. Powers of the Committee may also be exercised by written resolutions signed by all Members. |
(b) |
At the request of the external auditors of the Company, the President and Chief Executive Officer or the Chief Financial Officer of the Company or any Member, the Chair shall convene a meeting of the Committee. Any such request shall set out in reasonable detail the business proposed to be conducted at the meeting so requested. |
(2) |
Agenda and Reporting. |
(a) |
To the extent possible, in advance of every regular meeting of the Committee, the Chair shall prepare and distribute, or cause to be prepared and distributed, to the Members and others as deemed appropriate by the Chair, an agenda of matters to be addressed at the meeting together with appropriate briefing materials. The Committee may require senior executives and other employees of the Company to produce such information and reports as the Committee may deem appropriate in order for it to fulfill its duties. |
(b) |
The Chair shall report to the Board on the Committees activities since the last Board meeting. However, the Chair may report orally to the Board on any matter in his or her view requiring the immediate attention of the Board. Minutes of each |
AKUMIN INC. | Annual Information Form | 2020 A-2
meeting of the Committee shall be circulated to the Directors following approval of the minutes by the Members. The Committee shall oversee the preparation of, review and approve the applicable disclosure for inclusion in the Companys annual information form. |
(3) |
Secretary and Minutes. The Committee shall appoint a secretary from among the Members or from management or otherwise engage external legal counsel to perform this function. The secretary of the Committee shall keep regular minutes of Committee proceedings and shall circulate such minutes to all Members and to the chair of the Board (and to any other Director that requests that they be sent to him or her) on a timely basis. |
(4) |
Quorum and Procedure. A quorum for any meeting of the Committee will be a simple majority. The procedure at meetings will be determined by the Committee. The powers of the Committee may be exercised at a meeting where a quorum is present or by resolution in writing signed by all Members. In the absence of the Chair, the Committee may appoint one of its other Members to act as Chair of any meeting. |
(5) |
Exercise of Power between Meetings. Between meetings, the Chair, or any Member designated for such purpose by the Committee, may, if required in the circumstance, exercise any power delegated by the Committee on an interim basis. The Chair or other designated Member will promptly report to the other Members in any case in which this interim power is exercised. |
Section 4 |
Duties and Responsibilities. The Committee is responsible for performing the duties set out below and any other duties that may be assigned to it by the Board or under applicable law (including NI 52-110) as well as any other functions that may be necessary or appropriate for the performance of its duties. |
(1) |
Financial Reporting and Disclosure. |
(a) |
Review and recommend to the Board for approval, the audited annual financial statements, including the auditors report thereon, the quarterly financial statements, management discussion and analysis, financial reports, press releases related to any of the foregoing and other applicable financial disclosure, prior to the public disclosure of such information. |
(b) |
Review and recommend to the Board for approval, where appropriate, financial information contained in any prospectuses, annual information forms, annual reports to shareholders, management proxy circulars, material change disclosures of a financial nature and similar disclosure documents prior to the public disclosure of such documents or information. |
(c) |
Review with senior executives of the Company, and with external auditors, significant accounting principles and disclosure issues and alternative treatments under International Financial Reporting Standards (IFRS), with a view to gaining reasonable assurance that financial statements are accurate, complete and present fairly the Companys financial position and the results of its operations in accordance with IFRS, as applicable. |
AKUMIN INC. | Annual Information Form | 2020 A-3
(d) |
Seek to ensure that adequate procedures are in place for the review of the Companys public disclosure of financial information extracted or derived from the Companys financial statements, the Companys disclosure controls and procedures and periodically assess the adequacy of those procedures and recommend any proposed changes to the Board for consideration. |
(2) |
Internal Controls and Internal Audit. |
(a) |
Review the adequacy and effectiveness of the Companys internal control and management information systems through discussions with senior executives of the Company and the external auditor relating to the maintenance of: (i) necessary books, records and accounts in sufficient detail to accurately and fairly reflect the Companys transactions; (ii) effective internal control over financial reporting; and (iii) adequate processes for assessing the risk of material misstatements in the financial statements and for detecting control weaknesses or fraud. From time to time, the Committee shall assess any requirements or changes with respect to the establishment or operations of the internal audit function having regard to the size and stage of development of the Company at any particular time. |
(b) |
Satisfy itself, through discussions with senior executives of the Company that the adequacy of internal controls, systems and procedures has been periodically assessed in accordance with regulatory requirements and recommendations. |
(c) |
Review and discuss the Companys major financial risk exposures and the steps taken to monitor and control such exposures, including the use of any financial derivatives and hedging activities. |
(d) |
Review and make recommendations to the Board regarding the adequacy of the Companys risk management policies and procedures, with regard to identification of the Companys principal risks, and implementation of appropriate systems and controls to manage such risks, including an assessment of the adequacy of insurance coverage maintained by the Company. |
(e) |
Periodically review the Companys policies and procedures for reviewing and approving or ratifying related-party transactions. |
(3) |
External Audit. |
(a) |
Recommend to the Board a firm of external auditors to be nominated for appointment as the external auditor of the Company. |
(b) |
Ensure the external auditors report directly to the Committee on a regular basis. |
(c) |
Review the independence of the external auditors, including the effect of the performance of any non-audit services by the external auditors on the independence of the external auditors. |
AKUMIN INC. | Annual Information Form | 2020 A-4
(d) |
Review and recommend to the Board the fee, scope and timing of the audit and other related services rendered by the external auditors. |
(e) |
Review the audit plan of the external auditors prior to the commencement of any audit. |
(f) |
Establish and maintain a direct line of communication with the Companys external auditors. |
(g) |
Meet in camera with only the auditors, senior executives of the Company, or the Members, where and to the extent that, such parties are present, at any meeting of the Committee. |
(h) |
Oversee the work of the external auditors of the Company with respect to preparing and issuing an audit report or performing other audit or review services for the Company, including the resolution of issues between senior executives of the Company and the external auditors. |
(i) |
Review the results of the external audit and the external auditors report thereon, including, discussions with the external auditors as to the quality of accounting principles used and any alternative treatments of financial information that have been discussed with senior executives of the Company and any other matters. |
(j) |
Review any material written communications between senior executives of the Company and the external auditors and any significant disagreements between the senior executives and the external auditors. |
(k) |
Discuss with the external auditors their perception of the Companys financial and accounting personnel, records and systems, the cooperation which the external auditors received during the course of their review and availability of records, data and other requested information and any recommendations with respect thereto. |
(l) |
Discuss with the external auditors their perception of the Companys identification and management of risks, including the adequacy or effectiveness of policies and procedures implemented to mitigate such risks. |
(m) |
Review the reasons for any proposed change in the external auditors which is not initiated by the Committee or Board and any other significant issues related to the change, including the response of the incumbent auditors, and enquire as to the qualifications of the proposed auditors before making its recommendations to the Board. |
(n) |
Review annually a report from the external auditors in respect of their internal quality-control procedures, any material issues raised by the most recent internal quality-control review, or peer review of the external auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding |
AKUMIN INC. | Annual Information Form | 2020 A-5
five years, respecting one or more independent audits carried out by the external auditors, and any steps taken to address any such issues. |
(4) |
Associated Responsibilities. |
(a) |
Monitor and periodically review the Whistleblower Policy of the Company and associated procedures for: |
(i) |
the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; |
(ii) |
the confidential, anonymous submission by directors, officers and employees of the Company of concerns regarding questionable accounting or auditing matters; and |
(iii) |
if applicable, any violations of applicable law, rules or regulations that relate to corporate reporting and disclosure, or violations of the Companys Code of Conduct. |
(b) |
Review and approve the Companys hiring policies regarding employees and partners, and former employees and partners, of the present and former external auditors of the Company. |
(5) |
Non-Audit Services. In accordance with the Companys Non-Audit Services Pre-Approval Policy, pre-approve, or delegate to one or more of its Members the authority to pre-approve, all non-audit services to be provided to the Company or any subsidiary entities by its external auditors or by the external auditors of such subsidiary entities. |
(6) |
Other Duties. Direct and supervise the investigation into any matter brought to its attention within the scope of the Committees duties. Perform such other duties as may be assigned to it by the Board from time to time or as may be required by applicable law. |
Section 5 |
The Committee Chair. In addition to the responsibilities of the Chair described above, the Chair has the primary responsibility for overseeing and reporting on the evaluations to be conducted by the Committee, as well as monitoring developments with respect to accounting and auditing matters in general and reporting to the Committee on any related significant developments. |
Section 6 |
Committee Evaluation. The performance of the Committee shall be evaluated by the Board as part of its regular evaluation of the Board committees. |
Section 7 |
Access to Information and Authority to Retain Independent Advisors. |
(1) |
The Committee shall be granted unrestricted access to all information regarding the Company that is necessary or desirable to fulfill its duties and all directors of the Company, officers and employees will be directed to cooperate as requested by Members. The Committee has the authority to retain, at the Companys expense, independent legal, |
AKUMIN INC. | Annual Information Form | 2020 A-6
financial, and other advisors, consultants and experts to assist the Committee in fulfilling its duties and responsibilities, including sole authority to retain and to approve their fees. The Committee shall select such advisors, consultants and experts after taking into consideration factors relevant to their independence from management and other relevant considerations. |
(2) |
The Committee shall discharge its responsibilities, and shall assess the information provided by the Companys management and the external advisers, in accordance with its business judgment. Members are entitled to rely, absent knowledge to the contrary, on the integrity of the persons and organizations from whom they receive information, and on the accuracy and completeness of the information provided. Nothing in this Charter is intended or may be construed as imposing on any member of the Committee or the Board a standard of care or diligence that is in any way more onerous or extensive than the standard to which the directors are subject under applicable law. |
(3) |
The Committee also has the authority to communicate directly with internal and external auditors. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Companys financial statements are complete and accurate or comply with IFRS and other applicable requirements. These are the responsibilities of the senior executives of the Company responsible for such matters and the external auditors. The Committee, the Chair and any Members identified as having accounting or related financial expertise are members of the Board, appointed to the Committee to provide broad oversight of the financial, risk and control related activities of the Company, and are specifically not accountable or responsible for the day to day operation or performance of such activities. Although the designation of a Member as having accounting or related financial expertise for disclosure purposes is based on that individuals education and experience, which that individual will bring to bear in carrying out his or her duties on the Committee, such designation does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the Committee and Board in the absence of such designation. Rather, the role of a Member who is identified as having accounting or related financial expertise, like the role of all Members, is to oversee the process, not to certify or guarantee the internal or external audit of the Companys financial information or public disclosure. This Charter is not intended to change or interpret the constating documents of the Company or applicable law or stock exchange rule to which the Company is subject, and this Charter should be interpreted in a manner consistent with all such applicable laws and rules. |
(4) |
The Board may, from time to time, permit departures from the terms of this Charter, either prospectively or retrospectively. This Charter is not intended to give rise to civil liability on the part of the Company or its Directors or officers to shareholders, security holders, customers, suppliers, competitors, employees or other persons, or to any other liability whatsoever on their part. |
AKUMIN INC. | Annual Information Form | 2020 A-7
Section 8 |
Review of Charter. The Committee shall periodically, and at least annually, review and assess the adequacy of this Charter and recommend any proposed changes to the Board for consideration. |
Originally Approved by the Committee: | November 14, 2017 | |
Ratified by the Board of Directors: | November 14, 2017 | |
Amended by the Committee: | November 13, 2018 | |
Ratified by the Board of Directors: | November 13, 2018 | |
Amended by the Committee: | August 13, 2019 | |
Ratified by the Board of Directors: | August 13, 2019 | |
Last Annual Review: | August 13, 2019 |
AKUMIN INC. | Annual Information Form | 2020 A-8
Exhibit 99.5
Managements Discussion and Analysis of Financial Condition and Results of Operations
For the years ended December 31, 2020 and 2019
March 31, 2021
Table of Contents
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
3 | |
NON-GAAP MEASURES |
3 | |
FORWARD-LOOKING STATEMENTS |
3 | |
OVERVIEW |
5 | |
SUMMARY OF FACTORS AFFECTING OUR PERFORMANCE |
5 | |
Number of Clinics |
5 | |
Competition |
6 | |
Industry Trends |
6 | |
HOW WE ASSESS THE PERFORMANCE OF OUR BUSINESS |
6 | |
GAAP Measures |
6 | |
Non-GAAP Measures |
8 | |
FACTORS AFFECTING THE COMPARABILITY OF OUR RESULTS |
8 | |
Acquisition Activity |
8 | |
Newly Adopted Accounting Standards |
9 | |
Segments |
9 | |
RECENT DEVELOPMENTS |
9 | |
GAAP Adoption |
9 | |
COVID-19 |
9 | |
Tuck-in Acquisitions |
10 | |
Government Payments |
10 | |
Amended May 2019 Loans |
11 | |
2025 Senior Notes |
11 | |
ADG Acquisition Earn-out |
11 | |
Exercise of Certain RSUs and Warrants |
12 | |
Subsequent Events |
12 | |
RESULTS OF OPERATIONS |
13 | |
SELECTED CONSOLIDATED BALANCE SHEET INFORMATION |
19 | |
SELECTED FINANCIAL INFORMATION |
21 | |
LIQUIDITY AND CAPITAL RESOURCES |
22 | |
General |
22 | |
Lending Arrangements and Debt |
23 | |
CONTRACTUAL OBLIGATIONS |
25 | |
FINANCIAL INSTRUMENTS |
25 | |
OFF-BALANCE SHEET ARRANGEMENTS |
26 | |
SHARE INFORMATION |
26 | |
RELATED PARTY TRANSACTIONS |
26 | |
CRITICAL ACCOUNTING ESTIMATES |
27 | |
Accounts Receivable |
27 | |
Impairment of Goodwill and Long-Lived Assets |
27 | |
Income Taxes |
28 | |
Business Combinations |
28 | |
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING |
28 | |
RISK FACTORS |
29 | |
IFRS TO GAAP RECONCILIATION |
30 | |
ADDITIONAL INFORMATION |
31 |
AKUMIN INC | Managements Discussion and Analysis | 2020 | 2 |
Managements Discussion and Analysis of Financial Condition and Results of Operations
The following managements discussion and analysis dated March 31, 2021 (MD&A) provides information concerning Akumin Inc.s (Akumin or the Company) financial condition and results of operations. You should read the following MD&A together with our audited consolidated financial statements and related notes for the year ended December 31, 2020 (the 2020 Annual Financial Statements). This MD&A contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements because of certain factors, including, but not limited to, those which are not within our control. See Forward-Looking Statements.
Amounts stated in this MD&A are in thousands of U.S. dollars, unless otherwise stated.
Non-GAAP Measures
This MD&A makes reference to certain non-GAAP measures. These non-GAAP measures are not recognized measures under United States generally accepted accounting principles (GAAP) and do not have a standardized meaning prescribed by GAAP. There is unlikely to be comparable or similar measures presented by other companies. Rather, these non-GAAP measures are provided as additional information to complement those GAAP measures by providing further understanding of our results of operations from managements perspective. Accordingly, these non-GAAP measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under GAAP. We use non-GAAP financial measures, including EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted net income (loss) attributable to shareholders of Akumin (each as defined below). These non-GAAP measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on GAAP measures. We believe the use of these non-GAAP measures, along with GAAP financial measures, enhances the readers understanding of our operating results and is useful to us and to investors in comparing performance with competitors, estimating enterprise value, and making investment decisions. We also believe that securities analysts, investors, and other interested parties frequently use non-GAAP measures in the evaluation of issuers. Our management uses non-GAAP measures to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.
We define such non-GAAP measures as follows:
EBITDA means net income (loss) attributable to shareholders of the Company before interest expense (net), income tax expense (benefit) and depreciation and amortization.
Adjusted EBITDA means EBITDA, as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related and public offering costs, gains (losses) in the period, deferred rent expense (credit) and one-time adjustments.
Adjusted EBITDA Margin means Adjusted EBITDA divided by the total revenue in the period.
Adjusted net income (loss) attributable to shareholders of Akumin means Adjusted EBITDA less depreciation and amortization and interest expense, taxed at Akumins estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.
Forward-Looking Statements
This MD&A contains or incorporates by reference forward-looking information or forward-looking statements within the meaning of applicable Canadian securities laws. Forward-looking statements describe our future plans,
AKUMIN INC | Managements Discussion and Analysis | 2020 | 3 |
strategies, expectations and objectives, and are generally identifiable by use of the words may, will, should, continue, expect, anticipate, estimate, believe, intend, plan or project or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements contained in this MD&A include, without limitation, statements regarding:
● |
expected performance and cash flows; |
● |
changes in laws and regulations affecting the Company; |
● |
expenses incurred by the Company as a public company; |
● |
future growth of the diagnostic imaging market; |
● |
changes in reimbursement rates by payors; |
● |
the outcome of litigation and payment obligations in respect of prior settlements; |
● |
the availability of radiologists at our contracted radiology practices; |
● |
competition; |
● |
acquisitions and divestitures of businesses; |
● |
potential synergies from acquisitions; |
● |
non-wholly owned and other business arrangements; |
● |
access to capital and the terms relating thereto; |
● |
technological changes in our industry; |
● |
successful execution of internal plans; |
● |
compliance with our debt covenants; |
● |
anticipated costs of capital investments; and |
● |
future compensation of named executive officers. |
Such statements may not prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The following are some of the risks and other important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements:
● |
our ability to successfully grow the market and sell our services; |
● |
general market conditions in our industry; |
● |
our ability to service existing debt; |
● |
our ability to acquire new centers and, upon acquisition, to successfully market and sell new services that we acquire; |
● |
our ability to achieve the financing necessary to complete our acquisitions; |
● |
our ability to enforce any claims relating to breaches of indemnities or representations and warranties in connection with any acquisitions; |
● |
market conditions in the capital markets and our industry that make raising capital or consummating acquisitions difficult, expensive or both, or which may disrupt our annual operating budget and forecasts; |
● |
unanticipated cash requirements to support current operations, to expand our business or for capital expenditures; |
● |
delays or setbacks with respect to governmental approvals, or manufacturing or commercial activities; |
● |
changes in laws and regulations; |
● |
the loss of key management or personnel; |
● |
the risk that the Company is not able to arrange sufficient, cost-effective financing to repay maturing debt and to fund expenditures, future operational activities and acquisitions, and other obligations; and |
● |
the risks associated with legislative and regulatory developments that may affect costs, revenues, the speed and degree of competition entering the market, global capital markets activity and general economic conditions in geographic areas where we operate. |
Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to us, including information obtained from third-party industry analysts and other third-party sources. In some instances, material assumptions and factors are presented or discussed elsewhere in this MD&A in connection with the statements or disclosure containing the forward-looking information. The reader is cautioned that the following list of material factors and assumptions is not exhaustive. The factors and assumptions include, but are not limited to:
AKUMIN INC | Managements Discussion and Analysis | 2020 | 4 |
● |
no unforeseen changes in the legislative and operating framework for our business; |
● |
no unforeseen changes in the prices for our services in markets where prices are regulated; |
● |
no unforeseen changes in the regulatory environment for our services; |
● |
a stable competitive environment; and |
● |
no significant event occurring outside the ordinary course of business such as a natural disaster or other calamity. |
Although we have attempted to identify important factors that could cause our actual results to differ materially from our plans, strategies, expectations and objectives, there may be other factors that could cause our results to differ from what we currently anticipate, estimate, or intend. Forward-looking statements are provided to assist external stakeholders in understanding managements expectations and plans relating to the future as of the date of the original document and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required under applicable securities laws, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.
We qualify all the forward-looking statements contained in this MD&A by the foregoing cautionary statements.
Overview
We are a provider of outpatient diagnostic imaging services in the United States. Our centers provide physicians with imaging capabilities to facilitate the diagnosis and treatment of diseases and disorders to help reduce unnecessary invasive procedures, determine the appropriate amount of care and minimize the cost for patients. Our services include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), ultrasound, X-ray, mammography as well as other diagnostic or interventional radiology procedures.
We seek to develop leading positions in regional markets to leverage operational efficiencies. Our scale and density within selected geographies in the United States provides for long-term relationships with key payors, radiology groups and referring physicians. Our operations team is dedicated to meeting our standards of patient care, managing relationships with local physicians and payors, and improving profitability. We provide corporate training programs, standardized policies and procedures and share best practices among the physicians in our regional networks so that they can be implemented.
Our scalable and integrated operating platform supports our ability to drive organic growth, realize cost efficiencies and create value from integrating acquisitions. Strategic acquisitions and organic growth have helped us strengthen our position in core geographies.
Summary of Factors Affecting Our Performance
Building on our track record, we believe that we have an important growth opportunity ahead of us. We believe that our performance and ability to achieve both organic and non-organic growth depends on many factors. These factors are also subject to a number of inherent risks and challenges, some of which are discussed below and in the Risk Factors section of this MD&A.
Number of Clinics
We have a meaningful opportunity to continue to grow the number of our diagnostic imaging facilities in the United States through organic and non-organic growth. The opening and success of new facilities is subject to many factors, including our ability to finance acquisitions, build relationships with referring doctors in new regions, and negotiate suitable lease terms for new locations, among other factors, some of which are beyond Akumins control.
AKUMIN INC | Managements Discussion and Analysis | 2020 | 5 |
The following table shows the number of Akumin diagnostic imaging facilities as at each given date:
As at Dec 31, 2020 |
As at Dec 31, 2019 |
As at Dec 31, 2018 |
As at Dec 31, 2017 |
|||||||||||||
Number of Diagnostic Imaging Facilities
|
|
127
|
|
|
129
|
|
|
96
|
|
|
74
|
|
During fiscal 2020, the Company permanently closed two centers in Texas, one center in Pennsylvania, and one center in Delaware. The Company completed the acquisition of two individual centers, one in Illinois and one in Florida, on January 1, 2020. The operations of those closed centers were consolidated into neighboring centers. While the COVID-19 pandemic may have accelerated the closure of these centers, management views the closure of these centers as being in the ordinary course of operations.
Competition
The market for diagnostic imaging services is highly competitive. We compete principally on the basis of our reputation, our ability to provide multiple modalities at many of our facilities, the location of our facilities and the quality of our diagnostic imaging services. In the markets in which we are operating, or anticipate operating, we compete locally with groups of radiologists, established hospitals, clinics and other independent organizations that own and operate imaging equipment.
We also face competition from other diagnostic imaging companies and investors in acquiring diagnostic imaging centers, which makes it more difficult to find attractive acquisition targets on favourable terms.
Akumins multi-modality imaging offering provides a one-stop-shop for patients and referring physicians and diversifies the Companys revenue sources. The Companys scalable and integrated operating platform is expected to create value from future acquisitions, cost efficiencies, and organic growth.
Industry Trends
Our revenue is impacted by changes to U.S. healthcare laws, our partners and contractors healthcare costs, and/or reimbursement rates by payors.
How We Assess the Performance of Our Business
The key performance indicator measures below are used by management in evaluating the performance of and assessing our business. We refer to certain key performance indicators used by management and typically used by our competitors in the diagnostic imaging industry, certain of which are not recognized under GAAP. See Non-GAAP Measures.
GAAP Measures
Revenue. Our revenue is comprised of service fee revenue and other revenue. The following is a brief description of the components of our revenue:
● |
Service fee revenue is recorded during the period in which the Companys performance obligations are satisfied, based on the estimated collectible amounts from the patients and third party payers. The Companys performance obligations are satisfied when services are rendered to the patient. Since the gap between payment and delivery of services to patients is generally expected to be less than one year, the Company does not adjust the service fee revenue for a significant financing component, as a practical expedient. Third party payers include federal and state agencies (under the Medicare and Medicaid programs), managed care health |
AKUMIN INC | Managements Discussion and Analysis | 2020 | 6 |
plans, commercial insurance companies, attorneys, and employers. Estimates of contractual allowances and the transaction price are based on the terms specified in the related contractual agreements, negotiated rates and historical and expected payment patterns. The Company estimates its expected reimbursement for patients based on the applicable contract terms and negotiated rates. The Company believes its review process enables it to identify instances on a timely basis where such estimates need to be revised. |
● |
Other revenue consists of miscellaneous fees under contractual arrangements, including service fee revenue under capitation arrangements with third party payers, management fees, government grants and fees for other services provided to third parties. Revenue is recorded during the period in which the Companys performance obligations under the contract are satisfied by the Company. |
Other GAAP measures. The management also uses net income attributable to shareholders of Akumin in evaluating the performance of and assessing our business.
AKUMIN INC | Managements Discussion and Analysis | 2020 | 7 |
Non-GAAP Measures
This MD&A makes reference to certain non-GAAP measures. For a discussion on how we utilize non-GAAP measures, see the section above under the heading Non-GAAP Measures. The following table reconciles EBITDA, Adjusted EBITDA and Adjusted net income attributable to shareholders of Akumin to the most directly comparable GAAP financial performance measure.
(in thousands) |
Three-month
period ended Dec 31, 2020 |
Three-month
period ended Dec 31, 2019 |
Year
ended Dec 31, 2020 |
Year
ended Dec 31, 2019 |
||||||||||||
Net income (loss) attributable to shareholders of Akumin |
(21,825) | 3,273 | (20,398) | 9,428 | ||||||||||||
Income tax provision (benefit) |
(4,785) | 3,588 | (5,750) | 3,736 | ||||||||||||
Depreciation and amortization |
5,050 | 4,228 | 20,460 | 15,587 | ||||||||||||
Interest expense |
8,343 | 7,627 | 32,781 | 20,783 | ||||||||||||
EBITDA |
(13,217) | 18,716 | 27,093 | 49,534 | ||||||||||||
Adjustments: |
||||||||||||||||
Stock-based compensation |
358 | 749 | 2,084 | 3,555 | ||||||||||||
Settlement costs (recoveries) |
(167) | (443) | 2,324 | (1,881) | ||||||||||||
Acquisition-related costs |
605 | 410 | 1,079 | 3,403 | ||||||||||||
Operational financial instrument revaluation and other (gains) losses |
383 | 360 | (3,908) | 1,017 | ||||||||||||
Other financial instruments revaluation and other (gains) losses |
18,198 | (269) | 22,079 | 1,806 | ||||||||||||
Deferred rent expense (credit) (1) |
(48) | 708 | 2,953 | 2,380 | ||||||||||||
One-time adjustments (2) |
9,749 | - | - | - | ||||||||||||
Adjusted EBITDA |
15,861 | 20,231 | 53,704 | 59,813 | ||||||||||||
Revenue |
58,195 | 77,026 | 251,283 | 247,436 | ||||||||||||
Adjusted EBITDA Margin |
27% | 26% | 21% | 24% | ||||||||||||
|
||||||||||||||||
Adjusted EBITDA |
15,861 | 20,231 | 53,704 | 59,813 | ||||||||||||
Less: |
||||||||||||||||
Depreciation and amortization |
5,050 | 4,228 | 20,460 | 15,587 | ||||||||||||
Interest expense |
8,343 | 7,627 | 32,781 | 20,783 | ||||||||||||
Sub-total |
2,468 | 8,376 | 463 | 23,443 | ||||||||||||
Effective tax rate (3) |
24.1% | 24.3% | 24.1% | 24.3% | ||||||||||||
Tax effect |
594 | 2,031 | 111 | 5,685 | ||||||||||||
Adjusted net income attributable to shareholders of Akumin |
1,874 | 6,345 | 352 | 17,758 |
(1) |
Based on note 9 of the Companys 2020 financial statements; Deferred rent expense (credit) is defined as operating lease cost less operating cash flows from operating leases. |
(2) |
$9,749 is the sum of the $9,249, a one-time adjustment to revenue resulting from changes to estimates of implicit price concessions and $500, a one-time adjustment to expenses for incentive-based cash compensation. See Results of Operations - One-time adjustments revenue and Results of Operations - One-time adjustments expenses below. |
(3) |
Akumins estimated effective tax rate is a blend of U.S. federal and state statutory tax rates for the period. |
Factors Affecting the Comparability of Our Results
Acquisition Activity
The timing of acquisitions and the opening of new facilities impacts our revenue and the comparability of our results from period to period. In addition, facilities operating in different regions in the United States may have dissimilar results due to prevailing reimbursement rates for diagnostic imaging services or other factors.
AKUMIN INC | Managements Discussion and Analysis | 2020 | 8 |
Newly Adopted Accounting Standards
As noted below, the Company adopted GAAP as the basis of preparation for the 2020 Annual Financial Statements effective for the fiscal year-ended December 31, 2020. Please refer to note 18 of the 2020 Annual Financial Statements for discussion of standards and interpretations that are issued, but not yet effective, up to the date of issuances of the consolidated financial statements.
Segments
We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions. We have identified one operating segment: outpatient diagnostic medical imaging services.
Recent Developments
GAAP Adoption
The Company adopted GAAP as the basis of preparation for the 2020 Annual Financial Statements effective for the fiscal year-ended December 31, 2020. Previously, the Companys financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), for the period up to and including the 9-months ended September 30, 2020. On August 28, 2020, the Company filed a Form 40-F with the United States Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934. This filing resulted in the Company becoming an SEC Issuer for purposes of National Instrument 51-102 Continuous Disclosure Obligations and as such the Company is entitled to prepare and report its financial statements in GAAP as opposed to IFRS.
Refer to the IFRS to GAAP Reconciliation section for a reconciliation of amounts previously reported under IFRS to GAAP for the fiscal 2019 period.
COVID-19
Commencing during the three-month period ended March 31, 2020, and continuing through the present and beyond, a pandemic relating to the novel coronavirus known as COVID-19 occurred causing significant financial market disruption and social dislocation. The pandemic is dynamic, with various cities, counties, states and countries around the world responding or having responded in different ways to address and contain the outbreak, including the declaration of a global pandemic by the World Health Organization, a National State of Emergency in the United States and state and local executive orders and ordinances forcing the closure of non-essential businesses and persons not employed in or using essential services to stay at home or shelter in place. At this stage, we have no certainty as to how long the pandemic, or a more limited epidemic, will last, what regions will be most affected, to what extent containment measures will be applied, or the nature and timing of possible vaccinations. Imaging centers are healthcare facilities, and are generally considered an essential service with the expectation that they continue to operate during the pandemic. However, actions taken by government, referring physicians or individuals, in response to containment or avoidance of COVID-19 may impact a patients ability or decision to seek imaging services at a given time. Such actions may have a significant impact on volume at our imaging centers leading to temporary or prolonged staff layoffs, reduced hours, closures and other cost containment efforts. Further, there is the potential that certain non-urgent services that may be deferred without significant harm to a patients health may be delayed, either by us in response to local laws or public health guidance or voluntarily by the patient. In addition, the COVID-19 pandemic may impact supply chains, including our supply of personal protective equipment, and lead to personnel shortages, each of which could impact our ability to safely perform imaging services. It is also possible that social distancing efforts and sanitization and decontamination procedures could cause delays in the performance of imaging services. Depending on the severity and duration of the COVID-19 pandemic, we may incur incremental credit losses beyond what is currently expected, reduced revenue and income and asset impairments. See Risk Factors below.
AKUMIN INC | Managements Discussion and Analysis | 2020 | 9 |
The Company instituted several realignment and cost containment measures to respond to the drop in volume that resulted from the COVID-19 pandemic and related government orders. On March 23, 2020, the Company issued a press release to describe the realignment of its operational resources to dedicate certain imaging centers to focus on patients showing active symptoms of COVID-19 in an effort to better allocate resources and respond to public health needs associated with the COVID-19 pandemic.
The Companys cost containment measures included the temporary closure of 17 of the Companys imaging centers to consolidate volume to nearby centers and reduced operating hours at the remainder of its imaging centers, with highest number of centers closed in mid-April, 2020. At that same time, the Company furloughed or laid off nearly 29% of its workforce, reduced work hours for its hourly personnel and reduced salaries by up to 20%, as well as negotiated deferral of certain costs due to landlords and other vendors.
In light of the improving business environment for the Company, reflected by increases in relative-value-units (RVUs) volume in Q3 2020 and Q4 2020, without contribution from new acquisitions (please refer Selected Financial Information below), the Company gradually increased its workforce through the remainder of 2020 (though total personnel remained below pre-COVID-19 levels through to the end of 2020). Effective January 1, 2021, all reduced salaries had been returned to normal levels. Clinical operations have resumed to normal operating hours as patient volumes allow and substantially all of the clinics that had temporarily closed due to the COVID-19 pandemic have resumed normal operations. If the future economic or legislative environment related to the COVID-19 pandemic again leads to weakened business volume, the Company might re-institute cost containment measures similar to those described above in order to preserve its liquidity.
The Company did not alter its capital expenditure plans in 2020 as a result of the pandemic in any material manner.
Since the start of the COVID-19 pandemic, the Company has increased the frequency of disinfecting its clinical areas, with a focus on high touch areas, procured increased inventories of personal protective equipment (such as masks, gowns, and gloves) and took precautions to follow guidance from the Centers for Disease Control (or CDC) and relevant state health departments in its clinics and corporate offices. To date, the Company has generally been able to procure enough personal protective equipment to meet its requirements.
As noted below (see Recent Developments 2025 Senior Notes), in November 2020, the Company issued 7.0% fixed interest rate notes to refinance its variable interest rate long-term debt. This reduced interest rate risk for the Company which could have otherwise negatively affected the Company during the pandemic. As of December 31, 2020, the Companys cost of capital has not been negatively affected due to COVID-19.
Finally, as further described below (see Recent Developments Government Payments), the Company received grant funds in April 2020 and December 2020 from Health and Human Services and advanced payments in April 2020 from Centers for Medicare and Medicaid Services, both of which were made available under U.S. federal government stimulus made available pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act).
Tuck-in Acquisitions
On January 1, 2020, the Company acquired, through subsidiaries, and in two separate transactions, a single outpatient diagnostic imaging center in Coral Springs, Florida and a single outpatient diagnostic imaging center in Crystal Lake, Illinois, for aggregate cash consideration of approximately $3.3 million (the 2020 Acquisitions). Both acquisitions were opportunities for the Company to increase its presence in their respective markets.
Government Payments
In April 2020, the Company received approximately $1.1 million under the first appropriation made by Health and Human Services (HHS) to Medicare providers pursuant to the CARES Act. Subsequently, in December 2020, the Company received an additional grant from the HHS of approximately $4.1 million. Additional grants may be available to the Company through subsequent appropriations under this program. The Company applied for these grants after determining that it was eligible to do so and has incurred expenses and experienced loss of revenue that are eligible to be
AKUMIN INC | Managements Discussion and Analysis | 2020 | 10 |
reimbursed under these grants. The grants received are recorded in the consolidated statements of operations comprehensive income (loss) in the category Other revenue.
In April 2020, the Company received approximately $3.1 million of accelerated Medicare payments under the expanded Accelerated and Advance Payments Program from Centers for Medicare & Medicaid Service (CMS). These payments are currently required to be repaid beginning one year after their receipt, being in or about April 2021, through the adjudication of Medicare claims over a future period. These payments to the Company are recorded in the consolidated balance sheets in the category Accounts payable and accrued liabilities until earned.
Amended May 2019 Loans
The credit agreement related to the Amended May 2019 Loans (as defined below) was amended on June 2, 2020. Pursuant to this amendment, Akumins revolving credit facility was increased from $50 million to $69 million. Any draw on the revolving credit facility above a principal amount of $50 million would require consent of lenders holding two-thirds of the outstanding principal of the Term Loan B (as defined below) facility and lenders holding two-thirds of the outstanding principal of the other senior credit facilities. As at the time of the amendment, the Company had approximately $28.4 million drawn on its revolving credit facility.
Among other things, the amendment adjusted Akumins leverage and fixed charge ratios for the four quarters ended March 31, 2021, providing the Company with greater flexibility in its financial ratio covenants. While no prepayment is required, if a prepayment is made on the Term Loan B (as defined below) facility, an additional payment equal to 2% of the amount prepaid must be paid at the time of prepayment until June 2, 2021, and equal to 1% of the amount prepaid within the subsequent 12 months. As discussed under Recent Developments 2025 Senior Notes below, the Amended May 2019 Loans (as defined below) were completely settled in November 2020.
2025 Senior Notes
On November 2, 2020, the Company closed its previously announced offering of $400 million of aggregate principal amount of 7.00% senior secured notes due November 1, 2025 (the 2025 Senior Notes). The net proceeds from this offering were used to repay in full the Amended May 2019 Loans (as defined below) and the net derivative financial instrument liabilities and to pay related financing fees and expenses. The balance was retained as cash. The 2025 Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by the Company and each of its direct or indirect wholly owned subsidiaries, including professional service affiliates of the Company.
Concurrently with the closing of the 2025 Senior Notes, the Company entered into a new revolving credit agreement (the November 2020 Revolving Credit Agreement) with BBVA USA, as administrative and collateral agent, to provide for a senior secured revolving credit facility in an aggregate principal amount of $55 million (the November 2020 Revolving Facility), with sub-limits for the issuance of letters of credit and for swingline loans. The November 2020 Revolving Facility is secured pari passu with the obligations under the 2025 Senior Notes. The November 2020 Revolving Facility will mature on the date that is five years after the issue date (the November 2020 Revolving Facility Maturity Date); provided that, if more than $50 million in aggregate principal amount of notes is outstanding on the date that is 181 days prior to the November 2020 Revolving Facility Maturity Date, then the November 2020 Revolving Facility Maturity Date shall instead be the date that is 181 days prior to the November 2020 Revolving Facility Maturity Date.
The availability of borrowings under the November 2020 Revolving Facility is subject to customary terms and conditions. As of December 31, 2020, the Company had no drawdowns on the new revolving credit facility.
ADG Acquisition Earn-out
On November 2, 2020, the Company reached a settlement with the sellers of its Georgia business pursuant to the process contemplated by the purchase agreement for that business which valued the ADG Acquisition Earn-out (as defined below) at approximately $9.4 million. In accordance with the terms of the purchase agreement between the parties, 50% of
AKUMIN INC | Managements Discussion and Analysis | 2020 | 11 |
the value of ADG Acquisition Earn-out (approximately $4.7 million) was paid within five business days after the value was finally determined, being November and the balance is to be paid six months thereafter, in May 2021.
Exercise of Certain RSUs and Warrants
As at December 31, 2019, the Company had 337,500 restricted share units (RSUs) outstanding. All of these outstanding RSUs vested between January 1, 2020 and March 12, 2020. 285,000 of these RSUs were settled for common shares on March 12, 2020 in accordance with the terms of the Companys RSU plan, resulting in 52,500 vested RSUs outstanding as at March 31, 2020. All of the remaining 52,500 RSUs were settled for common shares in accordance with the terms of the Companys RSU plan during the three-month period ended June 30, 2020. As at June 30, 2020 and through the balance of fiscal 2020, the Company had no RSUs outstanding.
During May 2018, the Company had issued 525,000 warrants to purchase common shares on a 1:1 basis at an exercise price of $4.00 per common share. These warrants were not exercised into common shares and expired on May 2, 2020.
Subsequent Events
a) |
The Company announced on February 11, 2021 that it completed its private offering of $75 million aggregate principal amount of additional 7.00% senior secured notes due November 2025 (the New Notes). The New Notes were offered as additional notes under the same indenture as the previously issued 2025 Senior Notes and will be treated as a single series with the 2025 Senior Notes. |
The Company expects to use the net proceeds from this offering for future acquisitions, with any unused proceeds to be used for working capital and other general corporate purposes, which may include reducing debt. The New Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each wholly owned subsidiary of the Company, including professional service affiliates of the Company and the guarantors.
b) |
Effective March 1, 2021, the Company completed a common equity investment in an artificial intelligence business as part of a private placement offering for approximately $4.6 million. The target develops artificial intelligence aided software programs for use in medical businesses, including outpatient imaging services of the sort provided by the Company. As a result of the investment, a previous investment in a convertible note instrument issued by the target to the Company in May 2020 converted for common equity. The Companys total investment is estimated to be valued at approximately $8.0 million and represents a 34.5% interest in the target. In addition, the Company holds share purchase warrants which, subject to the occurrence of certain events, and the payment of approximately $0.4 million, would entitle the Company to acquire a further 2.4% interest in the targets common equity. |
c) |
On March 9, 2021, the Board granted 645,000 RSUs and 70,000 options to certain employees and consultants of the Company pursuant to the Companys RSU plan and stock option plan, respectively, in connection with the Companys equity bonus awards. In addition, 84,032 RSUs were granted to non-executive directors of the Company as part of their 2021 compensation and 50,000 RSUs were awarded as part of a signing bonus to an executive who started with the Company on March 29, 2021. Subject to and in accordance with the terms of the RSU plan, 50% of the RSUs granted will vest and settle for common shares one year after the date of grant and the remaining 50% will vest and settle for common shares two years after the date of grant. Subject to and in accordance with the stock option plan, the options were granted with an exercise price of $3.58 per share, representing the 5-day volume weighted average price of the shares prior to the date of grant and an expiry date of 7 years after the date of grant. The options granted will vest as follows: 34% of the grant vest one year after the date of grant, 33% two years after the date of grant and the remaining 33% three years after the date of grant. |
AKUMIN INC | Managements Discussion and Analysis | 2020 | 12 |
Results of Operations
(i) |
Three-month period ended December 31, 2020 compared to three-month period ended December 31, 2019 |
The following tables summarize our results of operations for the three-month period ended December 31, 2020 compared to the three-month period ended December 31, 2019.
(in thousands) |
Three-month period ended Dec 31, 2020 |
Three-month period ended Dec 31, 2019 |
||||||
Service fees net of allowances and discounts |
53,600 | 76,253 | ||||||
Other revenue |
4,595 | 773 | ||||||
Revenue |
58,195 | 77,026 | ||||||
|
||||||||
Employee compensation |
21,967 | 25,442 | ||||||
Reading fees |
9,964 | 11,002 | ||||||
Rent and utilities |
7,319 | 7,532 | ||||||
Third party services and professional fees |
5,204 | 6,447 | ||||||
Administrative |
3,629 | 3,562 | ||||||
Medical supplies and other expenses |
3,178 | 2,902 | ||||||
Depreciation and amortization |
5,050 | 4,228 | ||||||
Stock-based compensation |
358 | 749 | ||||||
Operational financial instruments revaluation and other (gains) losses |
383 | 360 | ||||||
Interest expense |
8,343 | 7,627 | ||||||
Settlement costs (recoveries) |
(167) | (443) | ||||||
Acquisition related costs |
605 | 410 | ||||||
Other financial instruments revaluation and other (gains) losses |
18,198 | (269) | ||||||
Income (loss) before income taxes |
(25,836) | 7,447 | ||||||
Income tax provision (benefit) |
(4,785) | 3,588 | ||||||
Non-controlling interests |
774 | 616 | ||||||
Net income (loss) attributable to shareholders of Akumin |
(21,825) | 3,273 | ||||||
Adjusted EBITDA (in thousands) |
Three-month period ended Dec 31, 2020 |
Three-month period ended Dec 31, 2019 |
||||||
Revenue |
58,195 | 77,026 | ||||||
Less: |
||||||||
Employee compensation |
21,967 | 25,442 | ||||||
Reading fees |
9,964 | 11,002 | ||||||
Rent and utilities |
7,319 | 7,532 | ||||||
Third party services and professional fees |
5,204 | 6,447 | ||||||
Administrative |
3,629 | 3,562 | ||||||
Medical supplies and other expenses |
3,178 | 2,902 | ||||||
Deferred rent (expense) credit |
48 | (708) | ||||||
Sub-total |
51,309 | 56,179 | ||||||
Non-controlling interests |
774 | 616 | ||||||
One-time adjustments |
(9,749) | - | ||||||
Adjusted EBITDA |
15,861 | 20,231 | ||||||
Adjusted EBITDA Margin |
27% | 26% |
AKUMIN INC | Managements Discussion and Analysis | 2020 | 13 |
Volume and revenue. The Company reports the measurement of volume of diagnostic imaging procedures at its facilities based on RVUs. RVUs are a standardized measure of value used in the United States Medicare reimbursement formula for physician services. RVUs related to service fee revenues in the three-month period ended December 31, 2020 were 1,533 (in thousands) compared to 1,583 in the three-month period ended December 31, 2019. In fiscal 2019, the Company completed an acquisition in Davie, Florida effective April 1, 2019, the acquisition of Advanced Diagnostic Group and its related entities effective May 31, 2019, an acquisition in Deltona, Florida effective May 31, 2019, an acquisition in El Paso, Texas effective August 16, 2019 and an acquisition in West Palm Beach, Florida effective October 4, 2019 (collectively, the 2019 Acquisitions). The Company completed two separate acquisitions on January 1, 2020, one for an outpatient diagnostic imaging center in Coral Springs, Florida and one for an outpatient diagnostic imaging center in Crystal Lake, Illinois (the 2020 Acquisitions). Excluding or pro rating for the contribution of acquisitions, on a same-center basis, RVUs were 1,488 in the three-month period ended December 31, 2020 compared to 1,575 in the three-month period ended December 31, 2019, which represents a decrease of approximately 6%. This represents a significant recovery from a same-center basis decline of 30% in the three-month period ended June 30, 2020.
One-time adjustments - revenue. In the fourth quarter of 2020, due to slow down in collections of receivables, the Company changed its estimates of the implicit price concessions related to its customers, primarily based on historical experience of collections impacted by the pandemic and the integration of diagnostic imaging centers acquired in 2018 and 2019. The result of this change in estimate resulted in an increase as compared to the year ended December 31, 2019 to the cumulative implicit price concessions for outstanding receivables by approximately $12.3 million ($9.4 million net of tax) in the year ended 2020, or $0.13 per share (basic and diluted) for the three and twelve months ended December 31, 2020. Since the impact of the change in estimate for the entire year is affected in the fourth quarter of 2020, an adjustment is made for three-quarters of the $12.3 million, or $9,249. Management believes the events leading to these adjustments will not materially impact future revenues.
Revenue was $58,195 and $77,026 for the three-month periods ended December 31, 2020 and 2019, respectively. The variance is mainly due to the 2019 Acquisitions and 2020 Acquisitions and HHS grants received under the CARES Act of $4,053 (see Recent Developments Government Payments), offset by impact of the above noted one-time adjustment of $9.2 million, lower volume (approximately 3% overall as compared to 6% decline on a same-center basis) and lower service fee revenue per RVU (approximately 15%; it includes the add back of the above noted one-time adjustment of $9.2 million). The lower volume is due to the current economic environment and reduced demand for imaging services as a result of the COVID-19 pandemic and related government stay-at-home orders and other restrictions, as well as patients deferring elective procedures, which would have required our imaging services, due to the pandemic. The lower service fee revenue per RVU resulted from higher implicit price concessions and payor and service mix. Going forward, the Company expects organic growth to improve, however, the COVID-19 pandemic may result in fluctuation of organic growth rates over time.
In the three-month period ended December 31, 2020, approximately 10% of service fee revenue (after adjusting for certain net implicit price concessions included in the one-time adjustment noted above) was earned from attorney payors, compared to approximately 7% in the three-month period ended December 31, 2019.
Employee compensation. Payroll and staffing costs, as a percentage of revenue, increased from 33% to 38% in the three-month period ended December 31, 2020 compared to the three-month period ended December 31, 2019. The increase, as a percentage of revenue, is mainly due to the above noted one-time adjustment to revenue of $9.2 million and an additional $500 in incentive-based compensation accrued for management in the three-months ended December 31, 2020 which had not previously been accrued (refer to one-time adjustments noted below) partly offset by the 2019 Acquisitions, 2020 Acquisitions, HHS grants received and cost control measures taken in response to the COVID-19 pandemic. Expenses for employee compensation were approximately $3,475 lower for the three-month period ended December 31, 2020 compared to the three-month period ended December 31, 2019 due mainly to furloughs, layoffs and salary cuts as part of the Companys cost containment measures in response to the COVID-19 pandemic. See Recent Developments COVID-19 above.
Reading fees. Reading fees, as a percentage of revenue, increased from 14% to 17% in the three-month period ended December 31, 2020 compared to the three-month period ended December 31, 2019. The increase is mainly due to the above noted one-time adjustment related to revenue, partly offset by HHS grants received. Our reading fees are largely based on the volume of procedures performed. As a result, reading fee expenses are variable and closely tied to revenue.
Rent and utilities. Rent and utilities, as a percentage of revenue, increased from 10% to 13% in the three-month period ended December 31, 2020 compared to the three-month period ended December 31, 2019. The increase, as a percentage of revenue, is mainly due to reduction in revenue arising from increased implicit price concessions, lower volume
AKUMIN INC | Managements Discussion and Analysis | 2020 | 14 |
due to weaker economic environment, impact of the above noted one-time adjustment to revenue, partly offset by HHS grants received and the relatively fixed nature of rent and utilities expense. Rent and utilities expenses for the three-month period ended December 31, 2020 were broadly comparable to the three-month period ended December 31, 2019.
Third party services and professional fees. Third party services and professional fees, as a percentage of revenue, increased from 8% to 9% in the three-month period ended December 31, 2020 compared to the three-month period ended December 31, 2019. The increase, as a percentage of revenue, is mainly due to the above noted one-time adjustment to revenue, partly offset by HHS grants received.
Administrative expenses, medical supplies and other expenses. Administrative expenses, medical supplies and other expenses, as a percentage of revenue, increased from 8% to 12% in the three-month period ended December 31, 2020 compared to the three-month period ended December 31, 2019. The increase is mainly due to increased implicit price concessions in the three-months ended December 31, 2020 and relatively lower volume due to weaker economic environment and the above noted one-time adjustment to revenue, partly offset by HHS grants received. Administrative expenses, medical supplies and other expenses increased by approximately $343 for the three-month period ended December 31, 2020 compared to the three-month period ended December 31, 2019, which reflects additional medical supplies expenses incurred for the purchase of personal protective equipment as part of our response to the COVID-19 pandemic as well as additional director and officer insurance premium costs related to the Company having become a registrant with the United States Securities and Exchange Commission.
One-time adjustments - expenses. For the three-month period ended December 31, 2020, one-time adjustments were $500 compared to $nil during the three-month period ended December 31, 2019. These adjustments are related to additional incentive based cash compensation for the nine-month period ended September 30, 2020, which had previously not been accrued.
Adjusted EBITDA. Adjusted EBITDA for the three-month period ended December 31, 2020 was $15,861 compared to $20,231 for the three-month period ended December 31, 2019. The variance is mainly attributable to the 2019 Acquisitions and the 2020 Acquisitions, inclusion of the above noted one-time adjustment that affected revenue and HHS grants received, partly offset by increased implicit price concessions and relatively lower volume due to weaker economic environment. Adjusted EBITDA Margin for the three-month period ended December 31, 2020 was 27% compared to 26% for the three-month period ended December 31, 2019. The increase in margin is mainly due HHS grants received and inclusion of the above noted one-time adjustment to revenue, partly offset by increased implicit price concessions in the three-months ended December 31, 2020.
Net income (loss) attributable to shareholders of Akumin. The net loss attributable to shareholders of Akumin was $21,285 (38% of revenue) for the three-month period ended December 31, 2020 and net income for the three-month period ended December 31, 2019 was $3,273 (4% of revenue). The decrease in net income is mainly due to an $18 million loss on extinguishment of the Amended May 2019 Loans (as defined below), relatively lower volume due to weaker economic environment and additional implicit price concessions due to the one-time adjustment to revenue (as described above), partly offset by approximately $4.1 million in HHS grants received.
AKUMIN INC | Managements Discussion and Analysis | 2020 | 15 |
(ii) Year ended December 31, 2020 compared to year ended December 31, 2019
The following tables summarize our results of operations for the year ended December 31, 2020 compared to the year ended December 31, 2019.
(in thousands) |
Year
ended Dec 31, 2020 |
Year
ended Dec 31, 2019 |
||||||
Service fees net of allowances and discounts |
243,981 | 244,841 | ||||||
Other revenue |
7,302 | 2,595 | ||||||
Revenue |
251,283 | 247,436 | ||||||
Employee compensation |
84,038 | 85,900 | ||||||
Reading fees |
37,817 | 35,244 | ||||||
Rent and utilities |
30,203 | 26,332 | ||||||
Third party services and professional fees |
21,707 | 19,084 | ||||||
Administrative |
12,876 | 12,459 | ||||||
Medical supplies and other expenses |
11,162 | 8,784 | ||||||
Depreciation and amortization |
20,460 | 15,587 | ||||||
Stock-based compensation |
2,084 | 3,555 | ||||||
Operational financial instruments revaluation and other (gains) losses |
(3,908) | 1,017 | ||||||
Interest expense |
32,781 | 20,783 | ||||||
Settlement costs (recoveries) |
2,324 | (1,881) | ||||||
Acquisition related costs |
1,079 | 3,403 | ||||||
Other financial instruments revaluation and other (gains) losses |
22,079 | 1,805 | ||||||
Income (loss) before income taxes |
(23,419) | 15,364 | ||||||
Income tax provision (benefit) |
(5,750) | 3,736 | ||||||
Non-controlling interests |
2,729 | 2,200 | ||||||
Net income (loss) attributable to shareholders of Akumin |
(20,398) | 9,428 |
Adjusted EBITDA (in thousands) |
Year
ended Dec 31, 2020 |
Year
ended Dec 31, 2019 |
||||||
Revenue |
251,283 | 247,436 | ||||||
Less: |
||||||||
Employee compensation |
84,038 | 85,900 | ||||||
Reading fees |
37,817 | 35,244 | ||||||
Rent and utilities |
30,203 | 26,332 | ||||||
Third party services and professional fees |
21,707 | 19,084 | ||||||
Administrative |
12,876 | 12,459 | ||||||
Medical supplies and other expenses |
11,162 | 8,784 | ||||||
Deferred rent (expense) credit |
(2,953) | (2,380) | ||||||
Sub-total |
194,850 | 185,423 | ||||||
Non-controlling interests |
2,729 | 2,200 | ||||||
Adjusted EBITDA |
53,704 | 59,813 | ||||||
Adjusted EBITDA Margin |
21% | 24% |
AKUMIN INC | Managements Discussion and Analysis | 2020 | 16 |
Volume and revenue. RVUs related to service fee revenues in the year ended December 31, 2020 were 5,641 (in thousands) compared to 5,247 in the year ended December 31, 2019. Excluding or pro rating for the contribution of acquisitions, on a same-center basis, RVUs were 4,635 in the year ended December 31, 2020 compared to 5,203 in the year ended December 31, 2019, which represents a decrease of approximately 11%. However, as mentioned on page 14, the Company experienced a lower decline in same-center volume during the three-month period ended December 31, 2020 relative to the three-month period ended December 31, 2019.
In the fourth quarter of 2020, due to slow down in collections of receivables, the Company changed its estimates of the implicit price concessions related to its customers, primarily based on historical experience of collections impacted by the pandemic and the integration of diagnostic imaging centers acquired in 2018 and 2019. The result of this change in estimate resulted in an increase as compared to the year ended December 31, 2019 to the cumulative implicit price concessions for outstanding receivables by approximately $12.3 million ($9.4 million net of tax) in the year ended 2020, or $0.13 per share (basic and diluted) for the three and twelve months ended December 31, 2020.
Revenue was $251,283 and $247,436 for the year ended December 31, 2020 and 2019, respectively. The variance is mainly due to the 2019 Acquisitions and 2020 Acquisitions and HHS grants received under the CARES Act of $5,126, partly offset by lower same-center volume (approximately 11% as compared to approximately 8% increase in overall volume due to 2019 Acquisitions and 2020 Acquisitions) and lower service fee revenue per RVU (approximately 7%; it includes the impact of the above noted $12.3 million in implicit price concessions). The lower volume is due to the current economic environment, which lessened demand for imaging services as a result of the COVID-19 pandemic and related government stay-at-home orders and other restrictions, as well as patients deferring elective procedures, which would have required our imaging services, due to the pandemic. The lower service fee revenue per RVU resulted from increased implicit price concessions and payor and service mix. In response to decreased demand during 2020, management implemented temporary site closures of 17 locations and reduced operating hours for certain sites. In light of the improving business environment for the Company, it has since reopened most of its temporarily closed imaging centers and increased its operating hours. Going forward, the Company expects organic growth to improve, however, the COVID-19 pandemic may result in the fluctuation of organic growth rates over time.
In the year ended December 31, 2020, approximately 10% of service fee revenue was earned from attorney payors, compared to approximately 6% in the year ended December 31, 2019.
Employee compensation. Payroll and staffing costs, as a percentage of revenue, decreased from 35% to 33% in the year ended December 31, 2020 compared to the year ended December 31, 2019. The decrease, as a percentage of revenue, is mainly attributable to the 2019 Acquisitions and 2020 Acquisitions and cost control measures taken in response to the COVID-19 pandemic, and HHS grants received. Expenses for employee compensation for the year ended December 31, 2020 were down $1,862 compared to the year ended December 31, 2019 as expenses related to growth from 2019 Acquisitions were offset by furloughs, layoffs and salary cuts as part of the Companys cost containment measures in response to the COVID-19 pandemic. See Recent Developments COVID-19 above.
Reading fees. Reading fees, as a percentage of revenue, increased from 14% to 15% in the year ended December 31, 2020 compared to the year ended December 31, 2019. The increase, as a percentage of revenue, is due to increased implicit price concessions, partly offset by HHS grants received. Our reading fees are largely based on the volume of procedures performed. As a result, reading fee expenses are variable and closely tied to revenue.
Rent and utilities. Rent and utilities, as a percentage of revenue, increased from 11% to 12% in the year ended December 31, 2020 compared to the year ended December 31, 2019. The increase, as a percentage of revenue, is due to increased implicit price concessions, relatively lower volume due to weaker economic environment and the relatively fixed nature of rent and utilities expense, partly offset by HHS grants received. Rent and utilities expenses for the year ended December 31, 2020 increased by $3,871 compared to the year ended December 31, 2019 mainly due to the timing of 2019 Acquisitions and 2020 Acquisitions.
Third party services and professional fees. Third party services and professional fees, as a percentage of revenue, increased from 8% to 9% in the year ended December 31, 2020 compared to the year ended December 31, 2019. The increase, as a percentage of revenue, is mainly due to increased implicit price concessions, partly offset by HHS grants received
Administrative expenses, medical supplies and other expenses. Administrative expenses, medical supplies and other expenses, as a percentage of revenue, increased from 9% to 10% in the year ended December 31, 2020 compared to the year ended December 31, 2019. The increase, as a percentage of revenue, is mainly due to increased implicit price concessions, partly offset by HHS grants received. Administrative expenses, medical supplies and other expenses increased by approximately $2,795 for the year ended December 31, 2020 as compared to the year ended December 31, 2019, due to timing of the 2019 Acquisitions and 2020 Acquisitions, additional medical supplies expenses incurred for the purchase of personal protective equipment as part of our response to the COVID-19 pandemic as well as additional director and officer insurance premium costs related to having become a registrant with the United States Securities and Exchange Commission, all partially offset our cost containment measures implemented in response to the COVID-19 pandemic. See Recent Developments COVID-19 above.
AKUMIN INC | Managements Discussion and Analysis | 2020 | 17 |
Adjusted EBITDA. Adjusted EBITDA for the year ended December 31, 2020 was $53,704 compared to $59,815 for the year ended December 31, 2019. The variance is mainly attributable to the negative impact on our business volume of COVID-19 starting in March 2020, increased implicit price concessions, partly offset by the 2019 Acquisitions, 2020 Acquisitions and HHS grants received. As a result, Adjusted EBITDA Margin for the year ended December 31, 2020 compared to the year ended December 31, 2019, decreased from 24% to 21%.
Net income (loss) attributable to shareholders of Akumin. The net loss attributable to shareholders of Akumin was $20,398 (8% of revenue) for the year ended December 31, 2020 and net income for the year ended December 31, 2019 was $9,428 (4% of revenue). This decrease in net income is mainly due to relatively lower volume due to weaker economic environment, an $18 million loss on extinguishment of the Amended May 2019 Loans (as defined below) and additional implicit price concessions to revenue (as described above), partly offset by the timing of the above noted 2019 Acquisitions and 2020 Acquisitions, cost control measures and approximately $5.1 million in HHS grants received.
AKUMIN INC | Managements Discussion and Analysis | 2020 | 18 |
Selected Consolidated Balance Sheet Information
Consolidated Balance Sheet Information(1) (in thousands) |
As at Dec 31, 2020 |
As at Dec 31, 2019 |
||||||
Cash |
44,396 | 23,389 | ||||||
Total assets |
718,685 | 683,001 | ||||||
Less: Right of use assets |
127,062 | 126,676 | ||||||
Total assets, excluding right of use assets |
591,623 | 556,325 | ||||||
Total debt (2) |
537,858 | 478,584 | ||||||
Less: Operating lease liabilities |
132,299 | 129,050 | ||||||
Total debt, excluding Operating lease liabilities |
405,559 | 349,534 | ||||||
Total non-current liabilities |
527,015 | 477,373 | ||||||
Non-controlling interests |
5,526 | 4,544 | ||||||
Shareholders equity attributable to shareholders of Akumin Inc. |
134,206 | 152,519 | ||||||
Cash dividends declared (per-share) |
n/a | n/a |
(1) |
For relevant information for the fiscal year ended as at December 31, 2018, see the discussion below. |
(2) |
Total debt consists of borrowings under the 2025 Senior Notes, Amended May 2019 Loans, Subordinated Note - Earn-out (as defined below), Wesley Chapel Loan (as defined below), derivative financial instrument liabilities and leases (including finance leases and operating leases), including both the current and non-current portions. |
Cash was $44,396 as at December 31, 2020, an increase of $21,007, as compared to $23,389 as at December 31, 2019. The increase in cash during the year ended December 31, 2020 was due to $26,691 from operating activities and $11,399 from financing activities, partly offset by $17,083 used in investing activities.
Accounts receivable were $91,127 as at December 31, 2020, an increase of $8,260, as compared to $82,867 as at December 31, 2019. We do not consider the impact of the COVID-19 pandemic material to the Companys cash collections. However, from March 2020 through December 2020, the Companys cash collections were impacted by COVID-19 in the following ways:
● |
Paper-filing payors (which represent a small proportion of the Companys payors as opposed to electronic filing payors) were temporarily delayed due to work-from-home staffs inability to process paperwork; |
● |
The Companys internal and external billing resources were temporarily impacted by the COVID-19 pandemic, resulting in lower than usual available personnel; |
● |
Payments from attorney payors were lower due to delays in court hearings caused by courthouse closures or deferrals of court cases, and by stay-at-home and similar orders; and |
● |
We believe, certain smaller payors may be delaying payments in order to manage their own cash flows during the pandemic. |
The Company has a diverse mix of payors, including private, managed care, capitated and government payors. Credit risk arises from the potential a counterparty will fail to perform its obligations. The Company is exposed to credit risk from its payors but the concentration of the risk is minimized because of the large customer base and its dispersion across different payors.
Collectability of the receivables is actively monitored on an ongoing basis and an allowance or a write-off of allowance for bad debts is established by management. At each reporting period, the Company determines whether an allowance or write-off is required by estimating the expected credit losses based on a combination of probability-weighted historic and actual bad debts experience with consideration of forward-looking information including changes to economic conditions that would impact its customers (such as unemployment rate and general economic environment for non-individual payors). During the period affected by the COVID-19 pandemic, managements consideration of those changes to economic conditions included the impact of the COVID-19 pandemic. The aging of the Companys receivables, net of allowances, is as follows.
AKUMIN INC | Managements Discussion and Analysis | 2020 | 19 |
As at Dec 31, 2020 |
As at Dec 31, 2019 |
|||||||
Accounts receivable |
||||||||
0 90 days |
33,226 | 32,553 | ||||||
91 180 days |
17,869 | 19,106 | ||||||
More than 180 days |
40,032 | 31,208 | ||||||
|
|
|||||||
91,127 | 82,867 | |||||||
|
|
Property and equipment and operating leases right-of-use assets were $206,991 as at December 31, 2020, an increase of $4,377, as compared to $202,614 as at December 31, 2019. This increase is mainly attributable to property and equipment recognized in the purchase price allocations for the 2020 Acquisitions (collectively, $4,215), additions to right of use assets ($10,818), and capital expenditures ($22,308) partly offset by depreciation ($28,704) and net disposals ($4,260).
Intangible assets were $6,748 as at December 31, 2020, a decrease of $2,684, as compared to $9,432 as at December 31, 2019. This decrease is mainly due to amortization recorded in the period.
Goodwill was $360,604 as at December 31, 2020, an increase of $1,801 of as compared to $358,803 as at December 31, 2019. This increase is attributable to goodwill recognized from the 2020 Acquisitions (collectively, $1,675) and working capital settlement adjustments related to 2019 Acquisitions.
Total debt (excluding operating lease liabilities) was $405,559 as at December 31, 2020, an increase of $56,025 as compared to $349,534 as at December 31, 2019. This increase is attributable to gross proceeds under the 2025 Notes ($400,000) and additional borrowings under the Amended May 2019 Loans ($6,300), non-cash interest accretion and paid-in-kind interest ($5,416), loss on revaluation of derivative financial instruments liability ($3,853), loss on extinguishment of the Amended May 2019 Loans ($18,279) and Subordinated Note Earn-out ($15), allocation of issuance cost of credit facility of Amended May 2019 Loans to November 2020 Revolving Facility ($895) and increase in finance lease liabilities ($7,158), partly offset by loan repayments ($371,524), debt issuance costs ($14,167) and repayment of Subordinated Note Earn-out ($200).
The Companys shareholders equity was $134,206 as at December 31, 2020, a decrease of $18,313 as compared to $152,519 as at December 31, 2019. This decrease is due to net loss of $20,398 during the year ended December 31, 2020, offset by stock-based compensation of $2,084.
Non-controlling interests were $5,526 as at December 31, 2020, an increase of $982, as compared to $4,544 as at December 31, 2019. In the year ended December 31, 2020 net income attributable to the non-controlling interests was $2,729, partly offset by distributions of $1,747.
As explained above, the Company commenced reporting in GAAP effective for the fiscal year ended December 31, 2020. Prior to that time, the Company reported in IFRS. The comparable information for the table above for the fiscal year ended as at December 31, 2018, under IFRS, was as follows:
1) |
Revenue: $154,782; |
2) |
Net income attributable to shareholders of Akumin: $5,000; |
3) |
EPS Basic: $0.09 ; EPS Diluted: $0.08; |
4) |
Total assets: $240,778; |
5) |
Total non-current financial liabilities: $113,789; and |
6) |
Cash dividends declared (per-share): n/a. |
From fiscal 2018 through fiscal year 2020 the Companys revenues, assets and financial liabilities have grown significantly primarily through acquisitions undertaken in 2018 and 2019. The Company financed these acquisitions through issuance of debt and common equity. The Companys revenue and net income during fiscal 2020 have been partially impacted by the weak economic environment resulting due to the COVID-19 pandemic. The Companys net income during fiscal 2019 and 2020 has also been affected by higher interest costs related to increased debt issued to finance acquisitions. For additional discussion relating to the risks affecting the Company, see the Risk Factors section below.
AKUMIN INC | Managements Discussion and Analysis | 2020 | 20 |
Selected Financial Information
The following table shows selected quarterly financial information for the past eight quarters:
(in thousands, except EPS) |
Q4 2020 |
Q3 2020 |
Q2 2020 |
Q1 2020 |
Q4 2019 |
Q3 2019 |
Q2 2019 |
Q1 2019 |
||||||||||||||||||||||||
RVUs | 1,533 | 1,490 | 1,094 | 1,525 | 1,583 | 1,435 | 1,163 | 1,066 | ||||||||||||||||||||||||
Revenue | 58,195 | 67,125 | 54,701 | 71,262 | 77,026 | 68,874 | 53,985 | 47,551 | ||||||||||||||||||||||||
Adjusted EBITDA | 15,861 | 17,827 | 14,796 | 14,968 | 20,231 | 18,039 | 12,290 | 9,251 | ||||||||||||||||||||||||
Adjusted EBITDA Margin | 27% | 27% | 27% | 21% | 26% | 26% | 23% | 19% | ||||||||||||||||||||||||
Depreciation and amortization | 5,050 | 5,251 | 5,172 | 4,987 | 4,228 | 4,700 | 3,525 | 3,134 | ||||||||||||||||||||||||
Interest expense | 8,343 | 8,961 | 8,014 | 7,463 | 7,627 | 7,664 | 3,617 | 1,875 | ||||||||||||||||||||||||
Net income (loss) attributable to shareholders of Akumin | (21,825) | (1,550) | 741 | 2,236 | 3,273 | 2,683 | 687 | 2,784 | ||||||||||||||||||||||||
EPS Basic | (0.31) | (0.02) | 0.01 | 0.03 | 0.05 | 0.04 | 0.01 | 0.04 | ||||||||||||||||||||||||
EPS Diluted | (0.31) | (0.02) | 0.01 | 0.03 | 0.05 | 0.04 | 0.01 | 0.04 | ||||||||||||||||||||||||
Effective tax rate (1) | 24.1% | 24.1% | 24.1% | 24.1% | 24.3% | 24.3% | 24.3% | 24.3% | ||||||||||||||||||||||||
Adjusted net income (loss) attributable to shareholders of Akumin | 1,874 | 2,743 | 1,222 | 1,912 | 6,345 | 4,300 | 3,900 | 3,214 | ||||||||||||||||||||||||
Adjusted EPS Basic (2)(3) | 0.03 | 0.04 | 0.02 | 0.03 | 0.09 | 0.06 | 0.06 | 0.05 | ||||||||||||||||||||||||
Adjusted EPS Diluted (2)(3) | 0.03 | 0.04 | 0.02 | 0.03 | 0.09 | 0.06 | 0.06 | 0.05 | ||||||||||||||||||||||||
Cash | 44,396 | 27,357 | 28,075 | 16,620 | 23,389 | 17,476 | 22,018 | 18,897 | ||||||||||||||||||||||||
Total assets | 718,685 | 710,236 | 701,928 | 689,635 | 683,001 | 655,126 | 633,982 | 370,114 | ||||||||||||||||||||||||
Right of use assets | 127,062 | 132,131 | 130,739 | 130,337 | 126,676 | 124,955 | 123,942 | 108,677 | ||||||||||||||||||||||||
Total assets, excluding right of use assets | 591,623 | 578,105 | 571,189 | 559,298 | 556,325 | 530,171 | 510,040 | 261,437 | ||||||||||||||||||||||||
Total debt | 537,858 | 501,090 | 498,784 | 493,210 | 478,584 | 453,614 | 437,662 | 226,551 | ||||||||||||||||||||||||
Operating lease liabilities | 132,299 | 137,417 | 135,626 | 133,380 | 129,050 | 126,621 | 125,011 | 109,216 | ||||||||||||||||||||||||
Total debt, excluding operating lease liabilities | 405,559 | 363,673 | 363,158 | 359,830 | 349,534 | 326,993 | 312,651 | 117,335 | ||||||||||||||||||||||||
Non-controlling interests | 5,526 | 5,377 | 4,932 | 4,723 | 4,544 | 4,406 | 4,272 | 4,183 | ||||||||||||||||||||||||
Shareholders equity (common) | 134,206 | 155,673 | 156,655 | 155,348 | 152,519 | 148,496 | 144,960 | 119,005 | ||||||||||||||||||||||||
Capital (4) | 495,369 | 491,989 | 491,738 | 498,558 | 478,664 | 458,013 | 435,593 | 217,443 |
(1) |
Akumins estimated effective tax rate is a blend of U.S. federal and state statutory tax rates for the period. |
(2) |
Some quarters may have one-time adjustments and as a result the sum of the quarters in any fiscal year may not equal the contribution of that fiscal year. |
(3) |
Adjusted EPS means Adjusted net income (loss) attributable to shareholders of Akumin divided by Akumins weighted average common shares outstanding for the period (basic or diluted). |
(4) |
Capital is defined as shareholders equity plus total debt excluding operating lease liabilities less cash. |
AKUMIN INC | Managements Discussion and Analysis | 2020 | 21 |
Consolidated Statements of Operations & Comprehensive Income (Loss)(1) (in thousands, except EPS) |
Year ended Dec 31, 2020 |
Year ended Dec 31, 2019 |
||||||
Revenue |
251,283 | 247,436 | ||||||
Net income (loss) attributable to shareholders of Akumin |
(20,398 | ) | 9,428 | |||||
EPS Basic |
(0.29 | ) | 0.14 | |||||
EPS Diluted |
(0.29 | ) | 0.14 |
(1) |
See section Selected Consolidated Statements of Financial Position Information for 2018 information |
During the quarterly periods presented above, the Company experienced significant growth through acquisitions. The quarter-to-quarter results have been impacted by the timing of these acquisitions as well as generally weaker business environment since the start of the COVID-19 pandemic. See Recent Developments and Factors Affecting the Comparability of Our Results of this MD&A for additional information.
Liquidity and Capital Resources
General
The Companys objective is to maintain a capital structure that supports its long-term growth strategy, maintains creditor and customer confidence, and maximizes shareholder value.
The capital structure of the Company consists of its capital stock, warrants, contributed surplus and debt.
The Companys primary uses of capital are to finance operations, increase non-cash working capital and capital expenditures. The Companys objectives when managing capital are to ensure the Company will continue to have sufficient liquidity so it can provide its services to its customers and returns to its shareholders. As the Company has primarily grown through acquisitions, it has raised debt and equity to partly finance such transactions. The details regarding such issuances are noted in the 2020 Annual Financial Statements.
As at December 31, 2020, the Company had cash of $44,396. As at December 31, 2020, the Companys working capital (currents assets excluding cash, less accounts payable and accrued liabilities) was $60,836 (2019 - $60,533). The increase in working capital was partly due to acquisitions made during fiscal 2019, partly offset by higher implicit price concessions during the three-month period ended December 31, 2020. The Company estimates that the deferral regarding payments to its vendors and lessors during 2020 increased its accounts payable by approximately $1 million to $2 million as of December 31, 2020.
As at December 31, 2020, the Company had $389,986 of senior loans payable and finance lease liabilities. As of December 31, 2020, $406 of these liabilities are due within one year. As at December 31, 2020, substantially all of the Companys assets were pledged as security for senior loans. Under the 2025 Senior Notes, there are no maintenance financial covenants, rather there are incurrence-based covenants. The Company is in compliance with the covenants and has no events of default under the indenture of the 2025 Senior Notes as at December 31, 2020.
As at December 31, 2020, we had operating lease liabilities of $132,299, consisting mainly of leases with remaining term of more than one year, primarily for office space. As of December 31, 2020, $9,346 of these liabilities are due within one year. As at December 31, 2020, the Company had finance lease liabilities of $15,574. As of December 31, 2020, $3,265 of these liabilities are due within one year. The Company believes it is in compliance with the terms of its leases in all material respects.
We believe that our current sources of liquidity and capital will be sufficient to finance our continued operations, growth strategy and additional expenses we expect to incur for at least the next 12 months. Historically, we have financed our growth through acquisitions via both privately issued capital in the equity and/or debt capital markets and publicly issued equity, and we expect to continue to do so. We expect to gain additional access to the public equity and/or debt capital
AKUMIN INC | Managements Discussion and Analysis | 2020 | 22 |
markets to support our growth strategy. There can be no assurance, however, that our business will generate sufficient cash flows from operations or that future borrowings will be available under our credit facility or otherwise to enable us to service our indebtedness, or to make capital expenditures in the future. Our future operating performance and our ability to service or extend our indebtedness will be subject to future economic conditions and to financial, business, and other factors, many of which are beyond our control. See the Summary of Factors Affecting our Performance and Risk Factors sections of this MD&A for additional information.
Lending Arrangements and Debt
Amended May 2019 Loans
On June 2, 2020, the Company entered into an amendment to its senior credit agreement which amended the credit agreement signed effective May 31, 2019 (such amended credit agreement, the Amended May 2019 Credit Agreement). Under the terms of the Amended May 2019 Credit Agreement, the Company received in May 2019 a term loan A and term loan B (Term Loan A, Term Loan B and collectively, Term Loans) having a face value of $66,000 and $266,000, respectively and a revolving credit facility of $50,000, which was increased to $69,000 on June 2, 2020 (the Revolving Facility, and together with the Term Loans, the Amended May 2019 Loans). Sixteen million dollars of the Term Loan A was subject to a delayed draw, which was drawn by the Company in October 2019 to partially finance the West Palm Beach Acquisition. The term of the Amended May 2019 Loans is five years commencing May 31, 2019. The Amended May 2019 Loans can be increased by an additional $100,000 subject to certain conditions. The proceeds of the Term Loans were used in 2019 to settle the Syndicated Loans for $112,482, the principal outstanding under Subordinated Note and related accrued and unpaid interest for $1,596, partly finance the ADG Acquisitions and Deltona Acquisition in May 2019 and pay related debt issuance costs. As at December 31, 2019, the Amended May 2019 Loans had an amortized cost balance of approximately $338.5 million. In June 2020, the amendment costs related to the Amended May 2019 Credit Agreement were netted against the balance of the Amended May 2019 Loans. This amendment to the credit agreement in June 2020 was considered debt modification for accounting purposes. As at September 30, 2020, the Amended May 2019 Loans had an amortized cost balance of approximately $343.9 million. On November 2, 2020, the Amended May 2019 Loans and related accrued and unpaid interest and costs were settled completely in accordance with the credit agreement for approximately $364 million using proceeds of the 2025 Senior Notes. This settlement of the May 2019 Loans was considered debt extinguishment for accounting purposes and a loss of approximately $18 million was recognized in the consolidated statements of operations and comprehensive income (loss). The settlement of the Revolving Facility was considered debt modification for accounting purposes and a cost of approximately $0.9 million was added to the issuance costs of the November 2020 Revolving Facility.
2025 Loans
On November 2, 2020, the Company closed its previously announced offering of $400 million of aggregate principal amount of 7.0% senior secured notes due November 1, 2025. The net proceeds from this offering were used to repay in full the Amended May 2019 Term Loans, Revolving Facility, and net derivative financial instrument liabilities, in accordance with respective contracts, and to pay related financing fees and expenses. The balance of approximately $19 million was retained as cash. The 2025 Senior Notes are fully and unconditionally guaranteed, jointly and severally, by the Company and each of its direct or indirect wholly owned subsidiaries, including professional service affiliates of the Company, and secured against substantially all of the assets of the Company and the guarantors pari passu with the security granted in connection with the November 2020 Revolving Facility. On November 2, 2020, the 2025 Senior Notes were issued at their face value of $400 million. The management determined the fair value of the 2025 Senior Notes to be their face value net of debt issuance costs of approximately $11.5 million. As at December 31, 2020, the 2025 Senior Notes had a face value of $400 million and an amortized cost balance of approximately, $389 million.
As discussed above under Recent Developments Subsequent Events, the Company completed a further offering of $75 million of the New Notes on February 11, 2021. The New Notes were offered as additional notes under the same indenture as the previously issued 2025 Senior Notes and will be treated as a single series with the 2025 Senior Notes.
AKUMIN INC | Managements Discussion and Analysis | 2020 | 23 |
November 2020 Revolving Facility
Concurrently with the closing of the 2025 Senior Notes, the Company entered into the November 2020 Revolving Credit Agreement with BBVA USA, as administrative and collateral agent, and other financial institutions, as lenders, to provide a senior secured revolving credit facility in an aggregate principal amount of $55 million, with sub-limits for the issuance of letters of credit and for swingline loans. The November 2020 Revolving Facility is secured pari passu with the obligations under the 2025 Senior Notes (and the New Notes). The November 2020 Revolving Facility will mature on the date that is five years after the issue date; provided that, if more than $50 million in aggregate principal amount of the 2025 Senior Notes is outstanding on the date that is 181 days prior to the November 2020 Revolving Facility Maturity Date, then the November 2020 Revolving Facility Maturity Date shall instead be the date that is 181 days prior to the November 2020 Revolving Facility Maturity Date.
The availability of borrowings under the November 2020 Revolving Facility is subject to customary terms and conditions. The November 2020 Revolving Facility was undrawn at November 2, 2020. The issuance costs related to this credit facility were approximately $2.0 million (including approximately $0.9 million related to the previous Revolving Facility since the settlement of the Revolving Facility was considered debt modification for accounting purposes). These costs are included in security deposits and other assets in the balance sheet and are being amortized to interest expense over the term of the 2025 Revolving Facility. As at December 31, 2020, the November 2020 Revolving Facility had a face value and amortized cost balance of $nil (2019 - $nil).
Wesley Chapel Loan
The Company, through a subsidiary, has a purchase money secured loan (the Wesley Chapel Loan) having a face value of $2,000 as of August 15, 2018 which has been used to finance the purchase of equipment and related installation at a clinic location near Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023, has monthly repayments of $38 and is secured only against the equipment financed. The Wesley Chapel Loan was recognized at fair value of $1,908 on August 15, 2018 using an effective interest rate. As of December 31, 2020, the face value of the Wesley Chapel Loan was $1,129 (amortized cost of $1,080).
Subordinated Note Earn-out
As part of an acquisition, a wholly owned indirect subsidiary of the Company assumed a subordinated 6% note and security agreement with the sellers secured lender on May 11, 2018 (the Subordinated Note) with a face value of $1,500 and a term of four years. The Subordinated Note was recognized at fair value of $1,491 on May 11, 2018 using an effective interest rate. Interest on the Subordinated Note is accrued and added to the principal amount on each anniversary of the Subordinated Note agreement.
In accordance with the terms of the Subordinated Note, the Company used part of the proceeds of the Term Loans to settle the principal outstanding under Subordinated Note on May 31, 2019 together with accrued and unpaid interest, for $1,596 (face value of $1,500 and accrued interest of $96). The Company also recorded a fair value loss of $7 on the extinguishment of the Subordinated Note, which was reflected in the consolidated statements of operations and comprehensive income (loss).
The principal balance of the Subordinated Note was subject to increase by an earn-out (the Subordinated Note - Earn-out) of up to an additional $4.0 million during the three-calendar year period beginning on January 1, 2019 and ending on December 31, 2021, subject to the satisfaction of certain revenue-based milestones. Management estimated the fair value of the Subordinated Note Earn-out as at May 11, 2018 of $161. The Subordinated Note - Earn-out was revalued at $200 as at September 30, 2020 and the change in fair value was recognized in the consolidated statement of operations and comprehensive income (loss). The Company entered into a settlement with the holders of the Subordinated Note Earn-out to fully settle and terminate the Subordinated Note Earn-out for $200 on October 23, 2020.
ADG Acquisition Earn-out
A portion of the purchase price payable in respect of the Companys acquisition of its Georgia business on May 31, 2019, was subject to an earn-out (the ADG Acquisition Earn-out) based on its annualized revenues earned in the first
AKUMIN INC | Managements Discussion and Analysis | 2020 | 24 |
two quarters of 2020 less certain costs including certain operating expenses, capital expenditures and incremental working capital.
Management estimated the fair value of the ADG Acquisition Earn-out liability as at the acquisition date at approximately $14.7 million based on a discount rate of approximately 7% and managements estimated probability weighted range of the ADG Acquisition Earn-out liability. Subsequently, the ADG Acquisition Earn-out liability estimate was revalued at approximately $14.8 million as at December 31, 2019, approximately $8.3 million as at March 31, 2020 and at approximately $6.2 million as at June 30, 2020. The respective changes in fair value were recognized in financial instruments revaluation in the consolidated statements of operations and comprehensive income (loss). As of September 30, 2020, this liability was revalued at approximately $9.4 million based on a settlement reached in November 2020 pursuant to the terms of the purchase agreement with the representatives of the sellers of the Companys Georgia business and the change in fair value was recognized in financial instruments revaluation in the consolidated statements of operations and comprehensive income (loss). Fifty percent of this liability was paid in November 2020 and the balance is to be paid in May 2021 pursuant to the process outlined in the related purchase agreement, a copy of which is in the Companys public disclosure at www.sedar.com and www.sec.gov. During the twelve month period ended December 31, 2020, the Company recognized a gain of approximately $5.5 million due to changes in fair value of the ADG Acquisition Earn-out liability (2019 loss of approximately $0.1 million).
Contractual Obligations
The following table summarizes our significant contractual obligations as at December 31, 2020:
Payment Schedule (in $ 000s) | Total |
Less than 12
months |
13-36 months | 37-60 months |
More than 60
months |
|||||||||||||||
Accounts payable and accrued liabilities |
35,579 | 34,233 | 1,346 | - | - | |||||||||||||||
2025 Notes |
400,000 | - | - | 400,000 | - | |||||||||||||||
Wesley Chapel Loan |
1,129 | 406 | 723 | - | - | |||||||||||||||
Earn-out liability |
4,689 | 4,689 | - | - | - | |||||||||||||||
Leases |
240,718 | 22,291 | 42,416 | 36,658 | 139,353 | |||||||||||||||
Total |
682,115 | 61,619 | 44,485 | 436,658 | 139,353 |
Financial Instruments
The Companys financial instruments at December 31, 2020 consisted of cash, accounts receivable, accounts payable and accrued liabilities, 2025 Senior Notes, Wesley Chapel Loan, ADG Acquisition Earn-out, and leases. The fair values of these financial instruments, except the 2025 Senior Notes, Wesley Chapel Loan, and ADG Acquisition Earn-out, approximate carrying value because of their short-term nature. The carrying value of the non-current portion of leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the consolidated balance sheets and the normalized expected market rates of interest is insignificant. Effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution to mitigate interest rate risk under the variable interest rate Syndicated Loans. The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000 as of November 14, 2018). The termination date of this arrangement is August 31, 2021. This derivative financial instrument was terminated and settled completely on November 2, 2020.
Effective July 31, 2019, the Company entered into an interest rate collar contract most recently amended in February 2020, with a financial institution in order to mitigate interest rate risk under the Amended May 2019 Loans. This derivative financial instrument has an underlying notional amount of 100% of the face value of Term Loan B ($266,000 as at July 31, 2019) and a termination date of July 31, 2022 with (i) a cap rate of 3.00% (LIBOR) per annum and (ii) a floor rate of 1.1475% (LIBOR) per annum. This derivative financial instrument was terminated and settled completely on November 2, 2020.
AKUMIN INC | Managements Discussion and Analysis | 2020 | 25 |
Financial assets measured at amortized cost include cash and accounts receivable. Financial liabilities measured at amortized cost include accounts payable and accrued liabilities, leases, 2025 Senior Notes and Wesley Chapel Loan. Amortization is recorded using the effective interest rate method. The Company classifies the derivative financial instruments as financial assets or liabilities at fair value through profit or loss. The Company classifies the Subordinated Note Earn-out and ADG Acquisition Earn-out, as financial liabilities at fair value through profit or loss. The Subordinated Note Earn-out was terminated and settled completely on October 23, 2020 for a payment of $200. The value of the ADG Acquisition Earn-out was determined to be $9.4 million and will be paid and satisfied in accordance with the underlying agreement as discussed above.
The Companys financial instruments are exposed to certain financial risks including credit risk, liquidity risk, currency risk and interest rate risk. Refer to note 16 of the 2020 Annual Financial Statements for further discussion regarding risk management arising from financial instruments.
Off-Balance Sheet Arrangements
The Company has not engaged in any off-balance sheet financing transactions except for letters of credit of approximately $100 as at December 31, 2020. The letters of credit provide security to certain landlords for the Companys obligations under certain real estate leases. The letters of credit are cash collateralized with the financial institutions that issued the letters of credit.
Share Information
As of the date of this MD&A, we have 70,178,428 common shares issued and outstanding. If all of the stock options of the Company that have been issued and are outstanding pursuant to our stock option plan were to be exercised, including options that are not yet exercisable, we would be required to issue up to an additional 5,830,120 common shares, or approximately 8.31% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.
In addition, if all of RSUs that have been issued and are outstanding pursuant to the RSU plan of the Company were to be exercised, including RSUs that are not yet exercisable, we would be required to issue up to an additional 779,032 common shares, or approximately 1.11% of our issued and outstanding common shares as of the date of this MD&A on a non-diluted basis.
As of the date of this MD&A, there are no warrants of the Company outstanding.
Related Party Transactions
In the normal course of business, the Company engages in transactions with its wholly owned and controlled subsidiaries. Balances and transactions between the Company and its wholly owned and controlled subsidiaries have been eliminated on consolidation in the 2020 Annual Financial Statements.
The Company transacts with key individuals from management who have the authority to plan, direct, and control the activities of the Company, including through employment agreements and stock-based compensation plans. Key management personnel are defined as the executive officers of the Company and the board of directors, including the President and Chief Executive Officer, Executive Vice President and Chief Operating Officer, Chief Financial Officer and Corporate Secretary and Senior Vice Presidents.
On November 1, 2020, the Company acquired for $400 an MRI machine from an entity in which an officer of a subsidiary of the Company holds a significant interest, which has been paid in full. The MRI machine is to be installed in one of the Companys diagnostic imaging facilities in Florida. There are no ongoing contractual or other commitments resulting from the transaction.
AKUMIN INC | Managements Discussion and Analysis | 2020 | 26 |
Critical Accounting Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates. As additional information becomes available or actual amounts are determinable, the recorded estimates are revised and reflected in operating results in the period in which they are determined.
Accounts Receivable
Accounts receivable are generally non-interest bearing, unsecured obligations due from patients and third-party payers. They are recognized initially at net realizable value and are subsequently measured at amortized cost less loss allowances. In addition to the implicit price concessions considered and recorded when the service was performed, at each reporting period, the Company estimates the expected credit losses based on a combination of probability-weighted historic and actual bad debts experience with consideration of forward-looking information including changes to economic conditions that would impact its customers (such as unemployment rate and general economic environment for non-individual payors). During the period affected by the COVID-19 pandemic, managements consideration of those changes to economic conditions included the impact of the COVID-19 pandemic.
Accounts receivable are considered to be in default when customers have failed to make the contractually required payments when due. Implicit price concessions are recorded as a reduction in revenue with an offsetting amount reducing the carrying value of the receivable. When a receivable is considered uncollectible, the receivable is written off against the allowance for bad debts account.
Impairment of Goodwill and Long-Lived Assets
Goodwill is recognized as the fair value of the consideration transferred, less the fair value of the net identifiable assets acquired and liabilities assumed, as at the acquisition date. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill acquired in business combinations is allocated to reporting units that are expected to benefit from the synergies of the combination. The determination of reporting units and the level at which goodwill is monitored requires judgment by management. The Companys reporting units generally represent individual business units below the level of the Companys operating segment. Goodwill is tested annually for impairment as at October 1 or whenever indicators of impairment are present by comparing the carrying amount of the reporting units against its fair value.
The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If any indication exists, the Company estimates the recoverable amount.
The Company assesses the recoverability of the assets based on the undiscounted future cash flows expected from the use and eventual disposition of the asset. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded.
Fair values are determined based on quoted market values, discounted cash flows, or external appraisals, as applicable. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
The amount of the impairment charge is calculated as the excess of the assets carrying value over its fair value, which generally represents the discounted future cash flows from that asset or in the case of assets we expect to sell, at fair value less costs to sell.
AKUMIN INC | Managements Discussion and Analysis | 2020 | 27 |
Income Taxes
Income tax expense comprises current and deferred tax. Income tax is recognized in the consolidated statements of operations and comprehensive income (loss). Current income tax expense represents the amount of income taxes payable based on tax law that is enacted at the reporting date and is adjusted for changes in estimates of tax expense recognized in prior periods. A current tax liability or asset is recognized for income taxes payable, or paid but recoverable, in respect of all periods to date.
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is more likely than not that future taxable income will be available to utilize such amounts. Deferred tax assets are reviewed at each reporting date and are adjusted to the extent that it is no longer probable that the related tax benefits will be realized. When it appears more likely than not that deferred taxes will not be realized, a valuation allowance is recorded to reduce the deferred tax asset to its estimated realizable value. For net deferred tax assets, estimates of future taxable income are considered in determining whether net deferred tax assets are more likely than not to be realized. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same tax authority and the Company intends to settle its current tax assets and liabilities on a net basis.
The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.
Business Combinations
The Company accounts for business combinations using the acquisition accounting method. The total purchase price is allocated to the assets acquired and liabilities assumed based on fair values as at the date of acquisition. Goodwill as at the acquisition date is measured as the excess of the aggregate of the consideration transferred and the amount of any non-controlling interests in the acquired company over the net of the acquisition date fair values of the identifiable assets acquired and the liabilities assumed. Any non-controlling interests in the acquired company are measured at their fair value. Best estimates and assumptions are used in the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business combination date. These estimates and assumptions are inherently uncertain and are subject to refinement. As a result, during the measurement period, which may be up to one year from the business combination date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. On conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations and comprehensive income (loss) in the period in which the adjustments were determined.
Disclosure Controls and Procedures and Internal Controls
Over Financial Reporting
Management is responsible for establishing and maintaining a system of disclosure controls and procedures to provide reasonable assurance that all material information relating to the Company is gathered and reported to senior management on a timely basis so that appropriate decisions can be made regarding public disclosure. Management is also responsible for establishing and maintaining adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial reports for external purposes in accordance with GAAP. In designing such controls, it should be recognized that due to inherent limitations, any controls, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and may not prevent or detect misstatements. Additionally, management is required to use judgment in evaluating controls and procedures.
There were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As at December 31, 2020, we have assessed the effectiveness of our internal control over financial reporting and disclosure controls and procedures using the Committee of Sponsoring Organizations of the Treadway Commissions 2013 framework. Based on their evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that these controls and procedures are effective.
AKUMIN INC | Managements Discussion and Analysis | 2020 | 28 |
Risk Factors
For a detailed description of risk factors associated with the Company, refer to the Risk Factors section of the Companys annual information form dated March 31, 2021 for its fiscal year ended December 31, 2020 (the Annual Information Form), which is available in the Companys public filings at www.sedar.com and www.sec.gov.
In addition, we are exposed to a variety of financial risks in the normal course of operations, including risks relating to cash flows from operations, liquidity, capital reserves, market rate fluctuations and internal controls over financial reporting. Our overall risk management program and business practices seek to minimize any potential adverse effects on our consolidated financial performance. Financial risk management is carried out under practices approved by our Audit Committee. This includes reviewing and making recommendations to the board of directors regarding the adequacy of our risk management policies and procedures regarding identification of the Companys principal risks, and implementation of appropriate systems and controls to manage these risks.
AKUMIN INC | Managements Discussion and Analysis | 2020 | 29 |
IFRS to GAAP Reconciliation
The Companys historical financial statements were previously presented under IFRS up to and including the Companys September 30, 2020 interim report.
The conversion from IFRS to GAAP resulted in adjustments to the Companys balance sheet and statement of operations and comprehensive income for the year ended December 31, 2019, as well as adjustments to the Companys interim balance sheets and statements of operations and comprehensive income for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020. All financial data contained within this document has been restated and presented in accordance with GAAP. A summary of the impact of conversion from IFRS to GAAP on the Companys statement of operations and comprehensive income and balance sheet for the year ended December 31, 2019 is presented below.
(in thousands)
|
2019 financial information - reconciliation between GAAP and IFRS |
Dec 31, 2019 | ||||
a) | Total assets under IFRS | 663,384 | ||||
Adjustments
|
19,617 | |||||
Total assets under GAAP | 683,001 | |||||
b) | Total liabilities under IFRS | 521,788 | ||||
Adjustments
|
4,149 | |||||
Total liabilities under GAAP | 525,937 | |||||
c) | Total shareholders equity under IFRS | 141,596 | ||||
GAAP adjustments from a) and b)
|
15,468 | |||||
Total shareholders equity under GAAP | 157,064 | |||||
d) |
Net income and comprehensive income attributable to common shareholders under IFRS |
6,451 | ||||
Adjustments
|
2,977 | |||||
Net income and comprehensive income attributable to common shareholders under GAAP |
9,428 |
The 2019 GAAP balance sheet has higher net assets relative to the IFRS balance sheet mainly due to:
· |
an increase in goodwill under GAAP due to recording non-controlling interests at estimated fair value related to the Texas Acquisition in 2017; |
· |
higher right-of-use net assets under GAAP due to lower accumulated amortization relative to that under IFRS 16. Also, partly due to inclusion of low value leases in right-of-use assets under GAAP, which were excluded under IFRS 16; |
· |
a decrease in the carrying value of Amended May 2019 Loans due to treatment of debt modification adjustment under GAAP as a result of settlement of previous loans in May 2019; and |
· |
the increase in net assets is partly offset by the net increase in deferred tax liability. |
The 2019 GAAP statement of operations and comprehensive income has higher net income relative to that under IFRS mainly due to:
· |
lower notional amortization of right of use assets under GAAP than the amortization under IFRS 16; |
· |
lower expense due to debt modification adjustment under GAAP as a result of settlement of loans in May 2019; and |
· |
this increase is partly offset by net increase in deferred tax expense mainly due to changes in net assets during 2019. |
AKUMIN INC | Managements Discussion and Analysis | 2020 | 30 |
Additional Information
Additional information relating to the Company, including the Annual Information Form, is available in the Companys public filings at www.sedar.com and www.sec.gov. The Companys common shares are listed for trading on the NASDAQ and the Toronto Stock Exchange under the symbol AKU.
AKUMIN INC | Managements Discussion and Analysis | 2020 | 31 |
Exhibit 99.6
Akumin Inc.
Consolidated Financial Statements
December 31, 2020
(expressed in US dollars unless otherwise stated)
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Akumin Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Akumin Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive income (loss), changes in equity and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Companys auditor since 2019.
Miami, Florida
March 31, 2021
Akumin Inc.
Table of Contents
Page | ||||
Consolidated Financial Statements |
||||
Report of Independent Registered Public Accounting Firm |
||||
Consolidated Balance Sheets |
1 | |||
Consolidated Statements of Operations and Comprehensive Income (Loss) |
2 | |||
Consolidated Statements of Changes in Equity |
3 | |||
Consolidated Statements of Cash Flows |
4 | |||
Notes to Consolidated Financial Statements |
5 53 |
Akumin Inc.
Consolidated Balance Sheets
(expressed in US dollars unless otherwise stated)
December 31, | December 31, | |||||||
2020 | 2019 | |||||||
$ | $ | |||||||
Assets |
||||||||
Current assets |
||||||||
Cash |
44,395,988 | 23,388,916 | ||||||
Accounts receivable |
91,126,923 | 82,867,225 | ||||||
Prepaid expenses and other current assets |
3,942,268 | 3,927,949 | ||||||
|
|
|||||||
139,465,179 | 110,184,090 | |||||||
Security deposits and other assets |
4,876,208 | 1,967,053 | ||||||
Property and equipment (note 4) |
79,929,574 | 75,938,590 | ||||||
Operating lease right-of-use assets (note 3) |
127,061,894 | 126,675,770 | ||||||
Goodwill (notes 3 and 6) |
360,603,613 | 358,802,534 | ||||||
Intangible assets (note 5) |
6,748,073 | 9,432,480 | ||||||
|
|
|||||||
Total assets |
718,684,541 | 683,000,517 | ||||||
|
|
|||||||
Liabilities |
||||||||
Current liabilities |
||||||||
Accounts payable and accrued liabilities (note 7) |
34,233,142 | 26,262,225 | ||||||
Finance lease liabilities (note 9) |
3,264,806 | 1,789,995 | ||||||
Operating lease liabilities (right-of-use) (notes 3 and 9) |
9,345,656 | 9,276,298 | ||||||
Senior loans payable (note 10) |
405,698 | 3,705,952 | ||||||
Earn-out liability (note 8) |
4,688,553 | 7,529,962 | ||||||
|
|
|||||||
51,937,855 | 48,564,432 | |||||||
Finance lease liabilities (note 9) |
12,308,780 | 6,625,409 | ||||||
Operating lease liabilities (right-of-use) (notes 3 and 9) |
122,953,656 | 119,773,692 | ||||||
Senior loans payable (note 10) |
389,580,046 | 336,276,370 | ||||||
Derivative financial instruments (note 10) |
- | 951,702 | ||||||
Subordinated notes payable earn-out (note 11) |
- | 184,485 | ||||||
Earn-out liability (note 8) |
- | 7,304,105 | ||||||
Accrued payroll taxes (note 25) |
1,346,088 | - | ||||||
Deferred tax liability |
826,566 | 6,256,820 | ||||||
|
|
|||||||
Total liabilities |
578,952,991 | 525,937,015 | ||||||
|
|
|||||||
Shareholders equity |
||||||||
Additional paid-in capital (common shares: no par value, unlimited authorized |
160,965,034 | 158,881,120 | ||||||
number of shares, 70,178,428 and 69,840,928 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively) (notes 12 and 15) | ||||||||
Deficit |
(26,759,151) | (6,361,767) | ||||||
|
|
|||||||
Equity attributable to shareholders of Akumin Inc. |
134,205,883 | 152,519,353 | ||||||
Non-controlling interests (note 24) |
5,525,667 | 4,544,149 | ||||||
|
|
|||||||
Total shareholders equity |
139,731,550 | 157,063,502 | ||||||
|
|
|||||||
Total liabilities and shareholders equity |
718,684,541 | 683,000,517 | ||||||
|
|
Approved by the Board of Directors
(signed) Riadh Zine |
Director |
(signed) Tom Davies |
Director |
The accompanying notes are an integral part of these consolidated financial statements. | (1) |
Akumin Inc.
Consolidated Statements of Operations and Comprehensive Income (Loss)
(expressed in US dollars unless otherwise stated)
Year ended | Year ended | |||||||
December 31, | December 31, | |||||||
2020 | 2019 | |||||||
$ | $ | |||||||
Revenue |
||||||||
Service fees - net of allowances and discounts |
243,981,183 | 244,841,400 | ||||||
Other revenue |
7,301,666 | 2,594,903 | ||||||
|
|
|||||||
251,282,849 | 247,436,303 | |||||||
|
|
|||||||
Operating expenses |
||||||||
Cost of operations, excluding depreciation and |
197,803,388 | 187,802,601 | ||||||
amortization (note 22) |
||||||||
Depreciation and amortization (notes 4 and 5) |
20,459,767 | 15,587,200 | ||||||
Stock-based compensation (notes 12 and 15) |
2,083,914 | 3,554,765 | ||||||
Operational financial instruments revaluation and other (gains) losses (note 20) |
(3,907,666 | ) | 1,017,401 | |||||
|
|
|||||||
Total operating expenses |
216,439,403 | 207,961,967 | ||||||
|
|
|||||||
Income from operations |
34,843,446 | 39,474,336 | ||||||
Other income and expenses |
||||||||
Interest expense (notes 9 and 10) |
32,781,210 | 20,783,438 | ||||||
Other financial instruments revaluation and other (gains) losses (note 20) |
22,078,745 | 1,805,816 | ||||||
Settlement costs and other (recoveries) (note 23) |
2,324,151 | (1,881,233 | ) | |||||
Acquisition-related costs |
1,079,255 | 3,403,160 | ||||||
|
|
|||||||
Total other expenses (income) |
58,263,361 | 24,111,181 | ||||||
|
|
|||||||
Income (loss) before income taxes |
(23,419,915 | ) | 15,363,155 | |||||
Income tax provision (benefit) (note 13) |
(5,751,070 | ) | 3,735,548 | |||||
|
|
|||||||
Net income (loss) and comprehensive income (loss) for the period |
(17,668,845 | ) | 11,627,607 | |||||
Non-controlling interests (note 24) |
2,728,539 | 2,199,629 | ||||||
|
|
|||||||
Net income (loss) attributable to common shareholders |
(20,397,384 | ) | 9,427,978 | |||||
|
|
|||||||
Net income (loss) per share (note 19) |
||||||||
Basic and diluted |
(0.29 | ) | 0.14 |
The accompanying notes are an integral part of these consolidated financial statements. | (2) |
Akumin Inc.
Consolidated Statements of Changes in Equity
(expressed in US dollars unless otherwise stated)
Total | ||||||||||||||||
Additional | Accumulated | Non-controlling | Shareholders | |||||||||||||
paid-in capital | Deficit | interest | equity | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Balance as at January 1, 2019 |
130,577,709 | (15,789,745 | ) | 4,107,499 | 118,895,463 | |||||||||||
Net income and comprehensive income |
- | 9,427,978 | 2,199,629 | 11,627,607 | ||||||||||||
Issuance of common shares net of issuance costs | ||||||||||||||||
Acquisition consideration (note 12) |
23,437,500 | - | - | 23,437,500 | ||||||||||||
RSUs and Warrants exercised (note 12) |
1,311,146 | - | - | 1,311,146 | ||||||||||||
Stock-based compensation expense (notes 12 and 15) | 3,554,765 | - | - | 3,554,765 | ||||||||||||
Payment to non-controlling interests (note 24) |
- | - | (1,762,979 | ) | (1,762,979 | ) | ||||||||||
|
|
|||||||||||||||
Balance as at December 31, 2019 |
158,881,120 | (6,361,767 | ) | 4,544,149 | 157,063,502 | |||||||||||
Net income and comprehensive income |
- | (20,397,384 | ) | 2,728,539 | (17,668,845 | ) | ||||||||||
Stock-based compensation expense (notes 12 and 15) | 2,083,914 | - | - | 2,083,914 | ||||||||||||
Payment to non-controlling interests (note 24) |
- | - | (1,747,021 | ) | (1,747,021 | ) | ||||||||||
|
|
|||||||||||||||
Balance as at December 31, 2020 |
160,965,034 | (26,759,151 | ) | 5,525,667 | 139,731,550 | |||||||||||
|
|
The accompanying notes are an integral part of these consolidated financial statements. | (3) |
Akumin Inc.
Consolidated Statements of Cash Flows
(expressed in US dollars unless otherwise stated)
Year ended | Year ended | |||||||
December 31, | December 31, | |||||||
2020 | 2019 | |||||||
$ | $ | |||||||
Cash flows provided by (used in) |
||||||||
Operating activities |
||||||||
Net income (loss) for the period |
(17,668,845 | ) | 11,627,607 | |||||
Adjustments for: |
||||||||
Depreciation and amortization |
20,459,767 | 15,587,200 | ||||||
Stock-based compensation (notes 12 and 15) |
2,083,914 | 3,554,765 | ||||||
Interest expense-accretion of debt and paid-in-kind interest |
5,482,307 | 2,047,214 | ||||||
Deferred income tax expense (benefit) |
(5,430,254 | ) | 2,092,504 | |||||
Financial instruments revaluation and other (gains) losses |
18,171,079 | 2,823,217 | ||||||
Changes in operating assets and liabilities |
||||||||
Accounts receivable |
(8,259,697 | ) | (25,243,156 | ) | ||||
Prepaid expenses, security deposits and other assets |
(138,395 | ) | (3,657,429 | ) | ||||
Accounts payable and accrued liabilities |
9,038,102 | 1,369,580 | ||||||
Operating lease liabilities and right-of-use assets |
2,952,575 | 2,379,575 | ||||||
|
|
|||||||
26,690,553 | 12,581,077 | |||||||
|
|
|||||||
Investing activities |
||||||||
Purchase of property and equipment and intangible assets |
(13,420,375 | ) | (12,447,634 | ) | ||||
Business acquisitions net of cash acquired (note 3) |
(3,198,634 | ) | (218,659,981 | ) | ||||
Other investments |
(463,789 | ) | - | |||||
|
|
|||||||
(17,082,798 | ) | (231,107,615 | ) | |||||
|
|
|||||||
Financing activities |
||||||||
Loan proceeds (note 10) |
406,300,000 | 354,114,000 | ||||||
Loan repayments (note 10) |
(371,524,423 | ) | (113,887,167 | ) | ||||
Issuance costs loans |
(15,216,138 | ) | (14,781,765 | ) | ||||
Finance leases principal payments |
(1,524,548 | ) | (904,193 | ) | ||||
Subordinated notes or earn-out (note 11) |
(200,000 | ) | (1,500,000 | ) | ||||
Earn-out liability (note 8) |
(4,688,553 | ) | - | |||||
Common shares (note 12) |
- | 1,311,146 | ||||||
Payment to non-controlling interests |
(1,747,021 | ) | (1,762,979 | ) | ||||
|
|
|||||||
11,399,317 | 222,589,042 | |||||||
|
|
|||||||
Increase in cash during the period |
21,007,072 | 4,062,504 | ||||||
Cash Beginning of period |
23,388,916 | 19,326,412 | ||||||
|
|
|||||||
Cash End of period |
44,395,988 | 23,388,916 | ||||||
|
|
|||||||
Supplementary information |
||||||||
Interest expense paid |
22,844,479 | 18,882,263 | ||||||
Income taxes paid |
1,172,464 | 487,598 |
The accompanying notes are an integral part of these consolidated financial statements. | (4) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
1 |
Presentation of consolidated financial statements and nature of operations |
The operations of Akumin Inc. (Akumin or the Company) and its Subsidiaries (defined below) primarily consist of operating outpatient diagnostic imaging centres located in Delaware, Florida, Georgia, Illinois, Kansas, Pennsylvania and Texas. Substantially all of the centres operated by Akumin were obtained through acquisition. Related to its imaging centre operations, Akumin also operates a medical equipment business, SyncMed, LLC (SyncMed), which provides maintenance services to Akumins imaging centres in Illinois, Kansas and Texas and a billing and revenue cycle management business, as a division of Akumins wholly owned indirect subsidiary, Akumin Corp., which was previously operated by a subsidiary, Rev Flo Inc., which was merged into Akumin Corp. on December 31, 2018.
The services offered by the Company (through the Subsidiaries) include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, digital radiography (X-ray), fluoroscopy and other related procedures.
The Company has a diverse mix of payers, including private, managed care, capitated and government payers.
The registered and Canadian head office of Akumin is located at 151 Bloor Street West, Suite 603, Toronto, Ontario, M5S 1S4. The United States head office is located at 8300 W. Sunrise Boulevard, Plantation, Florida, 33322. All operating activities are conducted through its wholly owned US subsidiary, Akumin Holdings Corp. and its wholly owned subsidiary, Akumin Corp. Akumin Corp. operates its business directly and through its key wholly owned direct and indirect subsidiaries, which include Akumin Florida Holdings, LLC, formerly known as Tri-State Imaging FL Holdings, LLC (FL Holdings), Akumin Imaging Texas, LLC, formerly known as Preferred Medical Imaging, LLC (PMI), SyncMed, Akumin FL, LLC (Akumin FL), Advanced Diagnostics Group, LLC (ADG), TIC Acquisition Holdings, LLC (TIC) and Akumin Health Illinois, LLC (Akumin IL) (collectively, the Subsidiaries), as well as through Delaware Open MRI Radiology Associates, LLC, Elite Imaging, LLC, Elite Radiology of Georgia, LLC, Jeanes Radiology Associates, LLC, Lebanon Diagnostic Imaging, LLC, Rittenhouse Imaging Center, LLC, Rose Radiology Centers, LLC and Wilkes-Barre Imaging, LLC (collectively, the Revenue Practices), all of which are located in the United States.
2 |
Summary of significant accounting policies |
The Company adopted the accounting principles generally accepted in the United States of America (GAAP) as the basis of preparation for the comparative 2020 and 2019 annual financial statements effective for the fiscal year-ended December 31, 2020. Previously, the Companys financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), for the period up to and including the 9-months ended September 30, 2020. On August 28, 2020, the Company filed a Form 40-F with the United States Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934. This filing resulted in the Company becoming an SEC Issuer for purposes of National Instrument 51-102 -- Continuous Disclosure Obligations and as such the Company is entitled to prepare and report its financial statements in GAAP as opposed to IFRS.
The preparation of consolidated financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of revenue, expenses, assets, liabilities and contingencies. Although actual results in subsequent periods may differ from these estimates, such estimates are developed based on the best information available to management and based on managements best judgments at the time. The Company bases its estimates on historical experience, observable trends and various other
(5) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
assumptions that we believe are reasonable under the circumstances. All significant assumptions and estimates underlying the amounts reported in the consolidated financial statements and accompanying notes are regularly reviewed and updated when necessary. Changes in estimates are reflected prospectively in the consolidated financial statements based upon on-going trends, or subsequent settlements, and realization depending on the nature and predictability of the estimates and contingencies. Although we believe that our estimates are reasonable, actual results could differ from these estimates.
The most significant assumptions and estimates underlying these consolidated financial statements involve accounts receivable, impairments of long-lived assets including goodwill, operating lease right-of-use-assets, income taxes, business combinations and revenue recognition.
The significant accounting policies described below have been applied consistently to all periods presented.
Principles of consolidation
The consolidated financial statements include all of the accounts of the Company, the Subsidiaries and the Revenue Practices. All intercompany transactions and balances have been eliminated on consolidation.
Variable interest entities
In accordance with the FASBs ASC Topic 810, Consolidation, a reporting entity with a variable interest in another entity is required to include the assets and liabilities and revenue and expenses of that separate entity (i.e., consolidate with the financial statements of the reporting entity) when the variable interest is determined to be a controlling financial interest. Under ASC 810, a reporting entity is considered to have a controlling financial interest in a variable interest entity (VIE) if (1) the reporting entity has the power to direct the activities of the VIE that most significantly impacts its economic performance and (2) the reporting entity has the obligation to absorb losses of the VIE that could be potentially significant to the VIE.
As a result of the financial relationship established between the Company and the Revenue Practices through respective management service agreements, the Revenue Practices individually qualify as VIEs as the Company, which provides them non-medical, technical and administrative services, has the power to direct their respective activities and the obligation to absorb their gains and losses. As a result, the Company is considered the primary beneficiary of the Revenue Practices, and accordingly, the assets and liabilities and revenue and expenses of the Revenue Practices are included in these consolidated financial statements. The following information excludes any intercompany transactions and costs allocated by the Company to the Revenue Practices. The Revenue Practices assets and liabilities included in the Companys consolidated balance sheets as at December 31, 2020 were $57.0 million (2019 $58.7 million) and $2.4 million (2019 $nil), respectively. The assets of the Revenue Practices can only be used to settle their obligations. During the twelve month period ended December 31, 2020, the Revenue Practices net revenue was $139.1 million (2019 $151.9 million) and the net contribution to the Companys cash flow from operations was $134.7 million (2019 $112.0 million).
The Company has a variable interest in a single purpose entity in Texas which operates an imaging center. The Company also has a variable interest in certain operations of an imaging center of another Texas entity. In both cases, the Company is not a primary beneficiary of the variable interest since it does not have any equity ownership in these entities nor does it have the power to direct the activities of either of these entities that most significantly impact the entities economic performance. Rather, in both cases, the Company is entitled to a
(6) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
management fee based upon written agreements in exchange for certain agreed upon management services. The assets and liabilities and revenue and expenses of these entities are not included in the consolidated financial statements of the Company.
Functional and reporting currency and foreign currency translation
The functional and reporting currency of the Company, the Subsidiaries and the Revenue Practices is US dollars. Monetary assets and liabilities denominated in foreign currencies are translated into US dollars at the rates of exchange prevailing at the consolidated balance sheet dates. Non-monetary assets and liabilities are translated at rates prevailing at the dates of acquisition. Revenues and expenses are translated at the average rate of exchange in effect during the month the transaction occurred. All exchange gains and losses are recognized in the current years earnings.
Cash
Cash includes cash on hand and cash held with banks.
Property and equipment
Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight line method, as follows:
Medical equipment and equipment under finance leases |
six years | |||
Computer and office equipment |
four to five years | |||
Furniture and fittings |
nine years | |||
Leasehold improvements |
over term of lease |
Expenditures for maintenance and repairs are charged to operations as incurred. Operating lease right-of-use equipment buyouts and significant upgrades are capitalized.
Intangible assets
The Company classifies intangible assets, obtained through acquisitions or developed internally, as definite lived. Intangible assets consist of software costs, trade name, license arrangements and covenants not to compete; these intangible assets are recorded at cost and are amortized over their estimated useful lives, using the straight line method, as follows:
Software costs, trade name and license arrangements |
five to six years | |||
Covenant not to compete |
over term of contract |
The Company reviews the appropriateness of the amortization period related to the definite lived intangible assets annually.
Goodwill
In January 2017, FASB issued Accounting Standards Update (ASU) 2017-04, Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). ASU 2017-04 simplifies the measurement of goodwill by eliminating the requirement to calculate the implied fair value of goodwill (step 2 of the current impairment test) to measure goodwill impairment charge. Instead, entities will record impairment charges based
(7) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
on the excess of a reporting units carrying amount over its fair value. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company elected to early adopt ASU 2017-04 on January 1, 2019. There was no material impact for the Company from the adoption of ASU 2017-04.
Goodwill is recognized as the fair value of the consideration transferred, less the fair value of the net identifiable assets acquired and liabilities assumed, as at the acquisition date. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill acquired in business combinations is allocated to reporting units that are expected to benefit from the synergies of the combination. The determination of reporting units and the level at which goodwill is monitored requires judgment by management. The Companys reporting units generally represent individual business units below the level of the Companys operating segment. Goodwill is tested annually for impairment as at October 1 or whenever indicators of impairment are present by comparing the carrying amount of the reporting units against its fair value.
Impairment of long-lived assets
The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If any indication exists, the Company estimates the recoverable amount.
The Company assesses the recoverability of the assets based on the undiscounted future cash flows expected from the use and eventual disposition of the asset. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded.
Fair values are determined based on quoted market values, discounted cash flows, or external appraisals, as applicable. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
The amount of the impairment charge is calculated as the excess of the assets carrying value over its fair value, which generally represents the discounted future cash flows from that asset or in the case of assets we expect to sell, at fair value less costs to sell.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. The Company has one reportable segment, which is outpatient diagnostic imaging services.
Revenue recognition
On January 1, 2019, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and related clarifying standards (ASC 606). ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding the Companys revenue recognition policies and significant judgments used in the determination of revenue.
(8) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
The Company adopted ASC 606 with a full retrospective application. As a result, at the adoption of ASC 606, the majority of what was previously classified as the provision for bad debts in the consolidated statement of operations is now reflected as implicit price concessions (as defined in ASC 606) and therefore included as a reduction to revenue. Net service fee revenue consists of net patient fees received from various payers and patients based on established contractual billing rates, less allowances for contractual adjustments and implicit price concessions. It primarily comprises fees for the use of the Companys diagnostic imaging equipment and provision of medical supplies.
Service fee revenue is recorded during the period in which the Companys performance obligations are satisfied, based on the estimated collectible amounts from the patients and third party payers. The Companys performance obligations are satisfied when services are rendered to the patient. Since the gap between payment and delivery of services to patients is generally expected to be less than one year, the Company does not adjust the service fee revenue for a significant financing component, as a practical expedient. Third party payers include federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies, attorneys, and employers. Estimates of contractual allowances and the transaction price are based on the terms specified in the related contractual agreements, negotiated rates and historical and expected payment patterns. The Company estimates its expected reimbursement for patients based on the applicable contract terms and negotiated rates. The Company believes its review process enables it to identify instances on a timely basis where such estimates need to be revised.
Other revenue consists of miscellaneous fees under contractual arrangements, including service fee revenue under capitation arrangements with third party payers, management fees, government grants and fees for other services provided to third parties. Revenue is recorded during the period in which the Companys performance obligations under the contract are satisfied by the Company. For 2020, the Company received grants from the U.S. Health and Human Services (HHS). Such grants are outside the scope of ASC 606 and are further discussed in note 25.
ASC 606 applies a single model for recognizing revenue from contracts with customers. It requires revenue to be recognized in a manner that depicts the transfer of promised goods or services to a customer and at an amount that reflects the consideration expected to be received in exchange for transferring those goods or services. This is achieved by applying the following five steps:
i) |
identify the contract with a customer; |
ii) |
identify the performance obligation in the contract; |
iii) |
determine the transaction price; |
iv) |
allocate the transaction price to the performance obligations in the contract; and |
v) |
recognize revenue when (or as) the entity satisfies a performance obligation. |
Earnings per share
Basic earnings per common share (EPS) is calculated by dividing the net earnings available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS is calculated by adjusting the net earnings available to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive instruments.
(9) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
Income taxes
Income tax expense comprises current and deferred tax. Income tax is recognized in the consolidated statements of operations and comprehensive income (loss). Current income tax expense represents the amount of income taxes payable based on tax law that is enacted at the reporting date and is adjusted for changes in estimates of tax expense recognized in prior periods. A current tax liability or asset is recognized for income taxes payable, or paid but recoverable, in respect of all periods to date.
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is more likely than not that future taxable income will be available to utilize such amounts. Deferred tax assets are reviewed at each reporting date and are adjusted to the extent that it is no longer probable that the related tax benefits will be realized. When it appears more likely than not that deferred taxes will not be realized, a valuation allowance is recorded to reduce the deferred tax asset to its estimated realizable value. For net deferred tax assets, estimates of future taxable income are considered in determining whether net deferred tax assets are more likely than not to be realized. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same tax authority and the Company intends to settle its current tax assets and liabilities on a net basis.
The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.
Financial instruments
Financial assets (such as accounts receivable) and liabilities (such as accounts payable, accrued liabilities, leases and loans) at amortized cost are initially recognized at fair value, and subsequently are carried at amortized cost (using the effective interest rate method) less any impairment. Any premium or discount between amortized cost and fair value is amortized to the consolidated statements of operations and comprehensive income (loss). Derivative financial instruments and earn-outs are initially recognized and subsequently measured at fair value. No derivatives have been designated as a cash flow hedge under ASC 815, Derivatives and Hedging. Please see note 16 for additional information.
Leases
In February 2016, the FASB issued ASU 2016-02. The FASB subsequently issued related clarifying ASUs on leases. ASU 2016-02s core principle is to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASU 2016-02 requires application either retrospectively to each prior reporting period presented in the financial statements or under a modified retrospective approach at the beginning of the period of adoption. The Company adopted ASU 2016-02 using a modified retrospective approach on January 1, 2019.
(10) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
On January 1, 2019, the Company recorded right-of-use assets and lease liabilities of $98,912,687 and $98,912,687, respectively. Accounting for finance leases remained substantially unchanged (they continue to be recognized on the consolidated balance sheets).
The Companys operating lease portfolio primarily consists of real estate leases for its imaging centres and corporate offices. A smaller portion consists of medical and office equipment leases. The Company elected to use the package of practical expedients offered in the transition guidance that allows management not to reassess lease identification, lease classification and initial direct costs. The Company also elected to use the accounting policy practical expedients by class of underlying asset to (i) combine associated lease and non-lease components into a single lease component; and (ii) exclude recording short-term leases as right-of-use assets and liabilities on the consolidated balance sheets.
Operating lease liabilities were recorded as the present value of remaining lease payments not yet paid for the lease term discounted using the incremental borrowing rate associated with each lease. Operating lease right-of-use assets represent operating lease liabilities adjusted for prepayments, accrued lease payments, lease incentives and initial direct costs. Certain of the Companys leases include renewal or termination options. Calculation of operating lease right-of-use assets and liabilities includes the initial lease term unless it is reasonably certain a renewal or termination option will be exercised. The Companys initial real estate lease term typically varies from approximately 3 to 10 years. Including renewal options, the lease term may vary from approximately 10 to 30 years.
Variable components of lease payments fluctuating with a future index or rate are estimated at lease commencement based on the index or rate at lease commencement. If the payments change as the result of a change in an index or rate subsequent to lease commencement, the difference is recognized in the income statement in the period in which the change occurs. Variable payments for maintenance such as common area maintenance costs and taxes, are not included in determining lease payments and are expensed as incurred. Most of the Companys leases do not contain implicit borrowing rates, and therefore to measure lease liabilities, the Company used its incremental borrowing rates at the later of the lease commencement date or January 1, 2019. Lease liabilities will be remeasured when there is a significant change in the lease contracts.
Warrants
Financial instruments issued by the Company are classified as equity only to the extent they do not meet the definition of a financial liability or financial asset. The Company has issued warrants that are convertible into common stock; these warrants are classified as equity instruments.
Restricted share units
Restricted share units (RSUs) are issued in accordance with the Companys RSU Plan, which entitles a holder of one RSU to receive one common share of the Company. RSUs are assigned a value based on the market value of the common shares of the Company on the grant date (or the nearest working day prior to the grant date). Such value is classified as stock-based compensation over the vesting period for all RSUs awarded to employees or the Board (note 12). For RSUs awarded to non-employees for business services, the RSU expense would be recognized in the consolidated statements of operations and comprehensive income (loss) on vesting of such RSUs.
Stock-based compensation
(11) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
The Companys stock-based compensation consists of stock options, which are described in note 15 and RSUs, which are discussed in note 12. Each tranche of a share option award is considered a separate award with its own vesting period and recorded at fair value on the date of grant. The fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized over the tranches vesting period based on the number of awards expected to vest by increasing contributed surplus. Any consideration paid upon the exercise of stock options is credited to common stock and the related fair value of those stock options is transferred from the contributed surplus to common stock.
Business combinations
In January 2019, the Company adopted FASB issued ASU 2017-01, Clarifying the Definition of a Business (2017-01). The update provides a framework for evaluating whether a transaction should be accounted for as an acquisition and/or disposal of a business versus assets. In order for a purchase to be considered an acquisition of a business, and receive business combination accounting treatment, the set of transferred assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business. As a result of adoption on January 1, 2019, there was no impact on our consolidated financial statements, and we have applied the guidance to subsequent acquisitions.
The Company accounts for business combinations using the acquisition accounting method. The total purchase price is allocated to the assets acquired and liabilities assumed based on fair values as at the date of acquisition. Goodwill as at the acquisition date is measured as the excess of the aggregate of the consideration transferred and the amount of any non-controlling interests in the acquired company over the net of the acquisition date fair values of the identifiable assets acquired and the liabilities assumed. Any non-controlling interests in the acquired company are measured at their fair value. Best estimates and assumptions are used in the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business combination date. These estimates and assumptions are inherently uncertain and are subject to refinement. As a result, during the measurement period, which may be up to one year from the business combination date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. On conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations and comprehensive income (loss) in the period in which the adjustments were determined.
Changes in non-controlling interests
The Company treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Company. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognized in a reserve within equity attributable to owners of Akumin.
Contingencies
Loss contingency is an existing condition, situation, or set of circumstances involving uncertainty as to possible loss to an entity that will ultimately be resolved when one or more future events occur or fail to occur. The
(12) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
Company is party to various legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company, with assistance from its legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. Accrued legal costs for legal contingencies are recorded when they are probable and estimable.
Accounts receivable
Accounts receivable are generally non-interest bearing, unsecured obligations due from patients and third-party payers. They are recognized initially at net realizable value and are subsequently measured at amortized cost less loss allowances. In addition to the implicit price concessions considered and recorded when the service was performed, at each reporting period, the Company estimates the expected credit losses based on a combination of probability-weighted historic and actual bad debts experience with consideration of forward-looking information including changes to economic conditions that would impact its customers (such as unemployment rate and general economic environment for non-individual payors). During the period affected by the COVID-19 pandemic, managements consideration of those changes to economic conditions included the impact of the COVID-19 pandemic.
Accounts receivable are considered to be in default when customers have failed to make the contractually required payments when due. Implicit price concessions are recorded as a reduction in revenue with an offsetting amount reducing the carrying value of the receivable. When a receivable is considered uncollectible, the receivable is written off against the allowance for bad debts account.
In the fourth quarter of 2020, due to slow down in collections of receivables, the Company changed its estimates of the implicit price concessions related to its customers, primarily based on historical experience of collections impacted by the pandemic and the integration of diagnostic imaging centers acquired in 2018 and 2019. The result of this change in estimate resulted in an increase as compared to the year ended December 31, 2019 to the cumulative implicit price concessions for outstanding receivables by approximately $12.3 million ($9.4 million net of tax) in the year ended 2020, or $0.13 per share (basic and diluted) for the three and twelve months ended December 31, 2020.
3 |
Business combinations |
i) |
On January 1, 2020, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Coral Springs, Florida, for cash consideration of approximately $2.1 million (Coral Springs Acquisition). In accordance with the transaction agreement, $100,000 of this purchase price (Holdback Fund) was withheld as security for indemnity obligations and was released to the seller during June 2020. This asset acquisition was considered a business combination. The Company has made a fair value determination of the acquired assets and assumed liabilities as follows: |
(13) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
$ | ||||
Assets acquired |
||||
Current assets |
||||
Prepaid expenses |
32,961 | |||
Non-current assets |
||||
Security deposits |
368,601 | |||
Property and equipment |
412,400 | |||
Operating lease right-of-use assets |
2,427,618 | |||
|
|
|||
3,241,580 | ||||
|
|
|||
Liabilities assumed |
||||
Non-current liabilities |
||||
Operating lease liabilities (right-of-use) |
2,427,618 | |||
|
|
|||
Net assets acquired |
813,962 | |||
Goodwill |
1,274,764 | |||
|
|
|||
Purchase price |
2,088,726 | |||
|
|
This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Companys expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Companys consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $4.1 million and income before tax of approximately $0.7 million to the Companys consolidated results for the twelve months ended December 31, 2020. In our estimation, this acquisition would have contributed revenue of approximately $5.4 million and income before tax of approximately $0.9 million to the Companys consolidated results for the twelve months ended December 31, 2019.
ii) |
On January 1, 2020, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Crystal Lake, Illinois, for cash consideration of approximately $1.2 million (Crystal Lake Acquisition). In accordance with the transaction agreement, $60,000 of this purchase price (Holdback Fund) was withheld as security for indemnity obligations and was released to the seller during June 2020. This asset acquisition was considered a business combination. The Company has made a fair value determination of the acquired assets and assumed liabilities as follows: |
(14) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
$ | ||||
Assets acquired |
||||
Non-current assets |
||||
Security deposits |
5,799 | |||
Property and equipment |
820,000 | |||
Operating lease right-of-use assets |
554,830 | |||
|
|
|||
1,380,629 | ||||
|
|
|||
Liabilities assumed |
||||
Non-current liabilities |
||||
Operating lease liabilities (right-of-use) |
554,830 | |||
|
|
|||
Net assets acquired |
825,799 | |||
Goodwill |
400,000 | |||
|
|
|||
Purchase price |
1,225,799 | |||
|
|
This acquisition was an opportunity for the Company to increase its presence in Illinois. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Companys expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Companys consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $1.0 million and income before tax of approximately $0.2 million to the Companys consolidated results for the twelve months ended December 31, 2020. In our estimation, this acquisition would have contributed revenue of approximately $1.1 million and income before tax of approximately $0.2 million to the Companys consolidated results for the twelve months ended December 31, 2019.
iii) |
On April 1, 2019, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Davie, Florida, for cash consideration of $450,000 (Davie Acquisition). In accordance with the transaction agreement, $50,000 of this purchase price (Holdback Fund) was withheld as security for indemnity obligations and was released to the seller on October 1, 2019. The Company has made a fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows: |
(15) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
$ | ||||
Assets acquired |
||||
Non-current assets |
||||
Property and equipment |
170,000 | |||
Operating lease right-of-use assets |
427,558 | |||
|
|
|||
597,558 | ||||
|
|
|||
Liabilities assumed |
||||
Non-current liabilities |
||||
Operating lease liabilities (right-of-use) |
427,558 | |||
|
|
|||
Net assets acquired |
170,000 | |||
Goodwill |
280,000 | |||
|
|
|||
Purchase price |
450,000 | |||
|
|
This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Companys expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Companys consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $0.4 million and loss before tax of approximately $41 thousand to the Companys consolidated results for the twelve months ended December 31, 2019.
The Company has estimated the contribution to the Companys consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $0.5 million in revenue and $54 thousand in loss before tax for the twelve months ended December 31, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $247.6 million and $13.2 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.
iv) |
On April 15, 2019, the Company announced that it had, through a subsidiary, entered into purchase agreements to acquire 27 imaging centres (Florida 21 and Georgia 6) operated under ADG, The Imaging Centers of West Palm and Elite Radiology of Georgia. All of these centres were managed by ADGs management team. On May 31, 2019, the Company announced the closing of these acquisitions. Pursuant to the purchase agreements, the Company acquired all of the issued and outstanding equity interests of ADG Acquisition Holdings, Inc., TIC Acquisition Holdings, LLC and SFL Radiology Holdings, LLC (the ADG Acquisitions). |
The total purchase price (excluding earn-out) for the ADG Acquisitions at closing (including preliminary working capital adjustments and payment for cash acquired) was approximately $216 million, of which $23.4 million was satisfied by the issuance of 6.25 million common shares of the Company at a price of $3.75 per share based on the share price at the close of May 31, 2019. The balance of this purchase price was mostly financed through the Term Loans (note 10). A portion of the purchase price payable in respect of the acquisition of SFL Radiology Holdings, LLC is subject to an earn-out based on annualized revenues earned in the first two quarters of 2020 less certain costs (note 8). Subsequent to the completion of the
(16) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
acquisition, the cash purchase price was reduced by approximately $0.2 million due to working capital adjustments in accordance with the purchase agreement.
The Company has made a fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows. Intangible assets include covenant not to compete, trade name and license arrangements. A deferred tax liability was assumed as part of the net assets acquired in the ADG Acquisitions.
$ | ||||
Assets acquired |
||||
Current assets |
||||
Cash |
3,585,672 | |||
Accounts receivable |
19,418,814 | |||
Prepaid expenses |
269,012 | |||
|
|
|||
23,273,498 | ||||
|
|
|||
Non-current assets |
||||
Property and equipment |
11,508,940 | |||
Intangible assets |
5,870,000 | |||
Operating lease right-of-use assets |
16,912,896 | |||
|
|
|||
34,291,836 | ||||
|
|
|||
57,565,334 | ||||
|
|
|||
Liabilities assumed |
||||
Current liabilities |
||||
Accounts payable and accrued liabilities |
5,634,661 | |||
|
|
|||
Non-current liabilities |
||||
Deferred tax liability |
422,056 | |||
Operating lease liabilities (right-of-use) |
16,912,896 | |||
|
|
|||
17,334,952 | ||||
|
|
|||
22,969,613 | ||||
|
|
|||
Net assets acquired |
34,595,721 | |||
Goodwill |
195,937,055 | |||
|
|
|||
Purchase price (cash and shares) |
215,784,755 | |||
|
|
|||
Purchase price (ADG Acquisition earn-out (note 8)) |
14,748,021 | |||
|
|
These acquisitions were an opportunity for the Company to increase its economies of scale across Florida and enter the Georgia market. The goodwill assessed on acquisition, expected to not be deductible for income tax purposes, reflects the Companys expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of these acquisitions have been included in the Companys consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, these acquisitions contributed revenue of approximately $42.5 million and income before tax of approximately $17.4 million to the Companys consolidated results for the twelve months ended December 31, 2019.
(17) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
The Company has estimated the contribution to the Companys consolidated results from these acquisitions had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $72.6 million in revenue and $29.7 million in income before tax for the twelve months ended December 31, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $277.5 million and $25.5 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.
v) |
On May 31, 2019, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Deltona, Florida, for a cash consideration of $648,387 (Deltona Acquisition). The Company has made a fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows: |
$ | ||||
Assets acquired |
||||
Non-current assets |
||||
Property and equipment |
295,000 | |||
Operating lease right-of-use assets |
154,136 | |||
|
|
|||
449,136 | ||||
|
|
|||
Liabilities assumed |
||||
Current liabilities |
||||
Accounts payable and accrued liabilities |
57,880 | |||
Non-current liabilities |
||||
Operating lease liabilities (right-of-use) |
154,136 | |||
|
|
|||
212,016 | ||||
|
|
|||
Net assets acquired |
237,120 | |||
Goodwill |
411,267 | |||
|
|
|||
Purchase price |
648,387 | |||
|
|
This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Companys expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Companys consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $1.9 million and income before tax of approximately $0.6 million to the Companys consolidated results for the twelve months ended December 31, 2019.
The Company has estimated the contribution to the Companys consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $3.2 million in revenue and $1.0 million in income before tax for the twelve months ended December 31, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $248.8 million and $13.6 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.
(18) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
vi) |
On August 16, 2019, the Company acquired, through a subsidiary, five outpatient diagnostic imaging centres in El Paso, Texas, for cash consideration of $11 million (El Paso Acquisition). The cash purchase price was decreased during 2020 by approximately $16 thousand due to working capital adjustments in accordance with the purchase agreement. The Company has made a fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows. The intangible assets consist of the trade name and covenants not to compete. |
2020 | 2019 | |||||||
$ | $ | |||||||
Assets acquired |
||||||||
Current assets |
||||||||
Accounts receivable |
1,275,726 | 1,275,726 | ||||||
Prepaid expenses |
19,789 | 19,789 | ||||||
|
|
|
|
|||||
1,295,515 | 1,295,515 | |||||||
Non-current assets |
||||||||
Property and equipment |
3,922,481 | 3,922,481 | ||||||
Operating lease right-of-use assets |
3,683,989 | 3,683,989 | ||||||
Intangible assets |
720,000 | 720,000 | ||||||
|
|
|
|
|||||
9,621,985 | 9,621,985 | |||||||
|
|
|
|
|||||
Liabilities assumed |
||||||||
Current liabilities |
||||||||
Accounts payable and accrued liabilities |
1,174,040 | 1,024,631 | ||||||
Non-current liabilities |
||||||||
Operating lease liabilities (right-of-use) |
3,683,989 | 3,683,989 | ||||||
|
|
|
|
|||||
4,858,029 | 4,708,620 | |||||||
|
|
|
|
|||||
Net assets acquired |
4,763,956 | 4,913,365 | ||||||
Goodwill |
6,220,153 | 6,086,635 | ||||||
|
|
|
|
|||||
Purchase price |
10,984,109 | 11,000,000 | ||||||
|
|
|
|
This acquisition was an opportunity for the Company to increase its economies of scale in Texas. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Companys expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Companys consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $5.3 million and income before tax of approximately $1.1 million to the Companys consolidated results for the twelve months ended December 31, 2019.
The Company has estimated the contribution to the Companys consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $14.0 million in revenue and $3.0 million in income before tax for the twelve months ended December 31, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $256.1 million and $15.0 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.
(19) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
vii) |
On October 4, 2019, the Company acquired, through a subsidiary, three outpatient diagnostic imaging centres in West Palm Beach, Florida, for cash consideration of approximately $18 million (West Palm Beach Acquisition). The cash purchase price was decreased during 2020 by approximately $0.1 million due to working capital adjustments in accordance with the purchase agreement. The Company has made a fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows. The intangible assets consist of the trade name and covenants not to compete. |
2020 | 2019 | |||||||
$ | $ | |||||||
Assets acquired |
||||||||
Current assets |
||||||||
Accounts receivable |
2,085,491 | 2,085,491 | ||||||
Prepaid expenses |
90,454 | 90,454 | ||||||
|
|
|
|
|||||
2,175,945 | 2,175,945 | |||||||
Non-current assets |
||||||||
Security deposits |
9,000 | 9,000 | ||||||
Property and equipment |
2,432,234 | 2,432,234 | ||||||
Operating lease right-of-use assets |
13,625,521 | 13,625,521 | ||||||
Intangible assets |
1,080,000 | 1,080,000 | ||||||
|
|
|
|
|||||
19,322,700 | 19,322,700 | |||||||
|
|
|
|
|||||
Liabilities assumed |
||||||||
Current liabilities |
||||||||
Accounts payable and accrued liabilities |
1,404,268 | 1,311,471 | ||||||
Non-current liabilities |
||||||||
Finance leases |
587,434 | 587,434 | ||||||
Operating lease liabilities (right-of-use) |
13,625,521 | 13,625,521 | ||||||
|
|
|
|
|||||
15,617,223 | 15,524,426 | |||||||
|
|
|
|
|||||
Net assets acquired |
3,705,477 | 3,798,274 | ||||||
Goodwill |
14,064,109 | 14,071,312 | ||||||
|
|
|
|
|||||
Purchase price |
17,769,586 | 17,869,586 | ||||||
|
|
|
|
This acquisition was an opportunity for the Company to increase its economies of scale in Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Companys expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Companys consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $4.8 million and income before tax of approximately $0.4 million to the Companys consolidated results for the twelve months ended December 31, 2019.
The Company has estimated the contribution to the Companys consolidated results from this acquisition had the business combination occurred at the beginning of the year. Had the business combination occurred at the beginning of fiscal 2019, this business combination would have contributed approximately $19.8 million in revenue and $1.6 million in income before tax for the twelve months ended December 31, 2019, and consolidated pro forma revenue and income before tax for the same period would have been approximately $262.4 million and $14.4 million, respectively. These estimates should not be used as an indicator of past or future performance of the Company or the acquisition.
(20) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
4 |
Property and equipment |
2020 $ |
2019 $ |
|||||||
Medical equipment |
85,588,228 | 75,665,771 | ||||||
Equipment under finance leases |
23,168,355 | 14,971,916 | ||||||
Leasehold improvements |
19,360,169 | 17,393,839 | ||||||
Furniture and fixtures |
1,479,320 | 1,088,236 | ||||||
Office equipment |
211,032 | 214,612 | ||||||
Computer equipment |
240,919 | 194,770 | ||||||
|
|
|||||||
Total property and equipment cost |
130,048,023 | 109,529,144 | ||||||
Less: Accumulated depreciation |
(50,118,449) | (33,590,554) | ||||||
|
|
|||||||
Total property and equipment net |
79,929,574 | 75,938,590 | ||||||
|
|
As at December 31, 2020, the equipment under finance leases had a net book value of $14,981,186 (2019 - $9,404,765). Depreciation expense for the twelve months ended December 31, 2020 was $17,769,948 (2019 $13,705,653). As part of ongoing operations, during the twelve months ended December 31, 2020, the Company had net disposals of $1,779,626 (2019 $1,030,006). The loss on these disposals was $1,549,295 (2019 - $931,356) and is included in the consolidated statements of operations and comprehensive income (loss) in the expense category financial instruments revaluation and other gains (losses) and in note 20.
(21) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
5 |
Intangible assets |
Covenants not to compete $ |
Software costs $ |
Trade name $ |
License
Arrange-
$ |
Total $ |
||||||||||||||||
Cost |
||||||||||||||||||||
Balance January 1, 2019 |
1,127,917 | 241,855 | 3,283,000 | - | 4,652,772 | |||||||||||||||
Additions |
- | 2,675 | - | - | 2,675 | |||||||||||||||
Business acquisitions (note 3) |
2,010,000 | - | 4,540,000 | 1,120,000 | 7,670,000 | |||||||||||||||
|
|
|||||||||||||||||||
Balance December 31, 2019 |
3,137,917 | 244,530 | 7,823,000 | 1,120,000 | 12,325,447 | |||||||||||||||
Additions |
- | 5,412 | - | - | 5,412 | |||||||||||||||
|
|
|||||||||||||||||||
Balance December 31, 2020 |
3,137,917 | 249,942 | 7,823,000 | 1,120,000 | 12,330,859 | |||||||||||||||
|
|
|||||||||||||||||||
Accumulated amortization |
||||||||||||||||||||
Balance January 1, 2019 |
323,611 | 119,225 | 568,584 | - | 1,011,420 | |||||||||||||||
Amortization |
594,307 | 31,973 | 1,124,601 | 130,666 | 1,881,547 | |||||||||||||||
|
|
|||||||||||||||||||
Balance December 31, 2019 |
917,918 | 151,198 | 1,693,185 | 130,666 | 2,892,967 | |||||||||||||||
Amortization |
868,572 | 32,648 | 1,564,599 | 224,000 | 2,689,819 | |||||||||||||||
|
|
|||||||||||||||||||
Balance December 31, 2020 |
1,786,490 | 183,846 | 3,257,784 | 354,666 | 5,582,786 | |||||||||||||||
|
|
|||||||||||||||||||
Net book value |
||||||||||||||||||||
December 31, 2019 |
2,219,999 | 93,332 | 6,129,815 | 989,334 | 9,432,480 | |||||||||||||||
December 31, 2020 |
1,351,427 | 66,096 | 4,565,216 | 765,334 | 6,748,073 | |||||||||||||||
|
|
|||||||||||||||||||
Weighted average remaining amortization period (years) | 1.5 | 2.0 | 2.8 | 3.5 | 2.5 | |||||||||||||||
|
|
For the twelve months ended December 31, 2020, the Company identified no impairment indicators and hence, there was no impairment of intangible assets. Estimated aggregate amortization expense for definite-lived intangible assets for each of the next five years ended December 31 is as follows:
2021 |
$ | 2,710,490 | ||
2022 |
2,190,685 | |||
2023 |
1,275,099 | |||
2024 |
570,223 | |||
2025 |
1,125 | |||
|
|
|||
Total |
6,747,622 | |||
|
|
(22) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
6 Goodwill |
|
The carrying amounts of goodwill at the beginning and end of the current and previous periods are set out below.
|
2020
$ |
|
|
2019
$ |
|
|||
Balance Beginning of period |
358,802,534 | 147,120,852 | ||||||
Adjustments (note 3) |
126,315 | (5,104,587) | ||||||
Business acquisitions (note 3) |
1,674,764 | 216,786,269 | ||||||
|
|
|||||||
Balance End of period |
360,603,613 | 358,802,534 | ||||||
|
|
The carrying amount of goodwill attributed to each reporting unit was as follows:
|
2020
$ |
|
|
2019
$ |
|
|||
Florida |
256,270,533 | 255,002,971 | ||||||
Northeast |
3,569,801 | 3,569,801 | ||||||
Texas |
92,803,338 | 92,669,821 | ||||||
Other |
7,959,941 | 7,559,941 | ||||||
|
|
|||||||
360,603,613 | 358,802,534 | |||||||
|
|
The fair value of each reporting unit was estimated by use of the income approach. The methodology used to test impairment is classified as Level 3 per the fair value hierarchy described in note 16.
The fair value for a reporting unit is determined by discounting five-year cash flow projections (cash flows beyond the five-year period are extrapolated using perpetuity growth rates). These projections reflect managements expectations based on past experience and future estimates of operating performance. The discount rates are applied to the cash flow projections and are derived from the weighted average cost of capital for each reporting unit or group of reporting units.
The Companys discount rates are based on market rates of return, debt to equity ratios, and certain risk premiums, among other things. The perpetuity growth rates are based on expected economic conditions and a general outlook for the industry.
An impairment charge is recognized to the extent that the carrying amount exceeds the fair value. No impairment charges have arisen as a result of the reviews performed as at October 1, 2020. Reasonably possible changes in key assumptions would not cause the recoverable amount of goodwill to fall below the carrying amount. As there were no indicators of impairment for any of the reporting units, management has not updated any of the other impairment calculations as at December 31, 2020.
(23) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
7 |
Accounts payable and accrued liabilities |
The accounts payable and accrued liabilities are as follows:
|
2020
$ |
|
|
2019
$ |
|
|||
Accounts payable |
20,400,949 | 21,707,080 | ||||||
Accrued other expenses |
10,034,409 | 2,602,292 | ||||||
Accrued payroll expenses |
3,797,784 | 1,952,853 | ||||||
|
|
|
|
|||||
34,233,142 | 26,262,225 | |||||||
|
|
8 |
Earn-out liability (ADG Acquisition) |
|
2020
$ |
|
|
2019
$ |
|
|||
ADG Acquisition earn-out |
4,688,553 | 14,834,067 | ||||||
Less: Current portion of ADG Acquisition earn-out |
(4,688,553 | ) | (7,529,962) | |||||
|
|
|||||||
Non-current portion of ADG Acquisition earn-out |
- | 7,304,105 | ||||||
|
|
A portion of the purchase price payable in respect of the ADG Acquisitions in 2019, specifically for SFL Radiology Holdings, LLC (Georgia business), was subject to an earn-out (the ADG Acquisition earn-out liability) based on its annualized revenues earned in the first two quarters of 2020 less certain costs including certain operating expenses, capital expenditures and incremental working capital. In accordance with the purchase agreement, 50% of this liability was settled in the latter half of 2020 and the balance is expected to be settled in the first half of 2021.
The value of the ADG Acquisition earn-out liability was estimated by management using a probability weighted valuation technique related to information including revenue and operating expenses; changes in the fair value of this liability are recognized in the consolidated statements of operations and comprehensive income (loss). Management estimated the fair value of the ADG Acquisition earn-out liability as at May 31, 2019 at approximately $14.7 million based on a discount rate of approximately 7% and managements estimated probability weighted range of the ADG Acquisition earn-out liability (it is considered a Level 3 liability as described in note 16; this liability was subsequently settled as noted below). An increase in the discount rate by 1.0% point decreased the value of this liability by about $0.2 million and vice versa. Subsequently, the ADG Acquisition earn-out liability estimate was revalued at approximately $14.8 million as at December 31, 2019. This liability was revalued at approximately $9.4 million based on a settlement reached pursuant to the terms of the purchase agreement in November 2020 with the representatives of the sellers of the Companys Georgia business and the change in fair value was recognized in financial instruments revaluation in the consolidated statements of operations and comprehensive income (loss). Fifty percent of this liability was paid in November 2020 and the balance is to be paid in May 2021 pursuant to the process outlined in the related purchase agreement. During the twelve month period ended December 31, 2020, the Company recognized a gain of approximately $5.5 million due to changes in fair value of the ADG Acquisition earn-out liability (2019 loss of approximately $0.1 million).
(24) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
9 |
Lease liabilities |
Finance
The information pertaining to finance lease liabilities on the consolidated balance sheet is as follows:
|
2020
$ |
|
|
2019
$ |
|
|||
Finance lease liabilities |
15,573,586 | 8,415,404 | ||||||
Less: Current portion of finance lease liabilities |
(3,264,806 | ) | (1,789,995) | |||||
|
|
|||||||
Non-current portion of finance lease liabilities |
12,308,780 | 6,625,409 | ||||||
|
|
The components of finance lease cost recognized in the consolidated statement of operations and comprehensive income (loss) are as follows:
|
2020
$ |
|
|
2019
$ |
|
|||
Amortization expense for equipment under finance leases |
2,927,249 | 1,794,673 | ||||||
Interest expense on finance lease liabilities |
637,191 | 296,603 | ||||||
|
|
|||||||
Finance lease cost |
3,564,440 | 2,091,276 | ||||||
|
|
Undiscounted cash flows for finance leases recorded in the consolidated balance sheets were as follows at December 31, 2020.
|
$
|
|
|
|
|
|||
2021 |
3,910,052 | |||||||
2022 |
3,768,295 | |||||||
2023 |
3,347,796 | |||||||
2024 |
2,749,931 | |||||||
2025 |
1,893,323 | |||||||
Thereafter |
1,762,745 | |||||||
|
|
|||||||
Total minimum lease payments |
17,432,142 | |||||||
Less: Amount of lease payments representing interest |
(1,858,556) | |||||||
|
|
|||||||
Present value of future minimum lease payments |
15,573,586 | |||||||
Less: Current portion of finance lease liabilities |
(3,264,806) | |||||||
|
|
|||||||
Non-current finance lease liabilities |
|
12,308,780 |
|
|||||
|
|
(25) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
(26) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
10 |
Senior loans payable |
The 2025 Loans and Wesley Chapel Loan are collectively referred to as the Senior Loans. | ||||||
The minimum annual principal payments with respect to the Senior Loans (face value) as at December 31, 2020 are as follows: |
$ | ||||
2021 |
405,698 | |||
2022 |
426,454 | |||
2023 |
296,356 | |||
2024 |
- | |||
2025 |
400,000,000 | |||
401,128,508 |
(27) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
2025 Senior Notes
On November 2, 2020, the Company closed its previously announced offering of $400 million of aggregate principal amount of 7.0% senior secured notes due November 1, 2025 (the 2025 Senior Notes). The net proceeds from this offering were used to repay in full the Amended May 2019 Term Loans, Revolving Facility and net derivative financial instrument liabilities, in accordance with respective contracts, and to pay related financing fees and expenses. The balance of approximately $19 million was retained as cash. The 2025 Senior Notes are fully and unconditionally guaranteed, jointly and severally, by the Company and each of its direct or indirect wholly owned subsidiaries, including the Revenue Practices, and secured against substantially all of the assets of the Company and the guarantors pari passu with the security granted in connection with the 2020 Revolving Facility. On November 2, 2020, the 2025 Senior Notes were issued at their face value of $400 million net of debt issuance costs of approximately $11.5 million (it is considered a Level 2 liability as described in note 16). As at December 31, 2020, the 2025 Senior Notes had a face value of $400 million and an amortized cost balance of approximately, $389 million.
|
2020
$ |
|
|
2019
$ |
|
|||
2025 Senior Notes |
388,906,059 | - | ||||||
Less: Current portion |
- | - | ||||||
388,906,059 | - | |||||||
The 2025 Senior Notes indenture provides for the following (capitalized terms used below in this note and not defined elsewhere in these notes have the respective meanings given to them in the 2025 Senior Notes indenture):
|
Payments |
The principal payment is due at maturity on November 1, 2025. Interest is accrued and payable every six months on May 1 and November 1, respectively.
|
Restrictive covenants |
The 2025 Senior Notes indenture restricts the Companys ability to, among other things: incur certain additional indebtedness and issue preferred stock; make certain distributions, investments and other restricted payments; sell certain assets; agree to any restrictions on the ability of Subsidiaries (including the Revenue Practices) to make payments to the Company; create certain liens; merge, consolidate or sell substantially all of the Companys assets; and enter into certain transactions with affiliates. These covenants are subject to exceptions and qualifications and many of these covenants will not be applicable during any period when the 2025 Senior Notes have an investment grade rating.
|
Financial covenants |
There are no maintenance financial covenants. There are incurrence-based covenants related to the restrictive covenants noted above. The Company is in compliance with the covenants and has no events of default under this indenture as at December 31, 2020.
(28) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
|
Events of default |
Events of default under the 2025 Senior Notes indenture include, among others, failure to pay principal of or interest on the 2025 Senior Notes and certain final judgments when due (subject to appropriate periods and conditions); failure to comply, within appropriate period, with obligations under certain covenants or any provision in the 2025 Senior Notes indenture; certain events of bankruptcy or insolvency and if any Guarantee by a Significant Subsidiary is held in a judicial proceeding to be unenforceable or invalid. The occurrence of an event of default would permit the Trustee or holders of at least 25% of the 2025 Senior Notes to declare all of the 2025 Senior Notes together with unpaid accrued interest, to be immediately due and payable and to exercise other default remedies.
2020 Revolving Facility
Concurrently with the closing of the 2025 Senior Notes, the Company entered into a new revolving credit agreement (the 2020 Revolving Credit Agreement) with a US financial institution, as administrative and collateral agent, and other financial institutions, as lenders, to provide a senior secured revolving credit facility in an aggregate principal amount of $55 million (the 2020 Revolving Facility, and together with 2025 Senior Notes, the 2025 Loans), with sub-limits for the issuance of letters of credit and for swingline loans. The 2020 Revolving Facility is secured pari passu with the obligations under the 2025 Senior Notes. The 2020 Revolving Facility will mature on the date that is five years after the issue date (the 2020 Revolving Facility Maturity Date); provided that, if more than $50 million in aggregate principal amount of the 2025 Senior Notes is outstanding on the date that is 181 days prior to the 2020 Revolving Facility Maturity Date, then the 2020 Revolving Facility Maturity Date shall instead be the date that is 181 days prior to the 2020 Revolving Facility Maturity Date.
The availability of borrowings under the 2020 Revolving Facility is subject to customary terms and conditions. The 2020 Revolving Facility was undrawn at November 2, 2020 (it is considered a Level 3 liability as described in note 16). The issuance costs related to this credit facility were approximately $2.0 million (including approximately $0.9 million related to the prior Revolving Facility since the settlement of the Revolving Facility was considered debt modification for accounting purposes). These costs are included in security deposits and other assets in the balance sheet and are being amortized to interest expense over the term of the 2020 Revolving Facility. The annual commitment fee related to the 2020 Revolving Facility is capped at 0.5% of the aggregate principal amount of $55 million. As at December 31, 2020, the 2020 Revolving Facility had a face value and amortized cost balance of $nil (2019 - $nil).
|
2020
$ |
|
|
2019
$ |
|
|||
2020 Revolving Facility |
- | - | ||||||
The 2020 Revolving Credit Agreement provides for the following (capitalized terms used below in this note and not defined elsewhere in these notes have the respective meanings given to them in the 2020 Revolving Credit Agreement):
|
Interest |
The interest rates payable on the 2020 Revolving Facility are as follows: (i) each Eurodollar Rate Loan bears interest on the outstanding principal amount at Adjusted Eurodollar Rate (effectively, LIBOR) plus the Applicable Rate; (ii) each Base Rate Loan bears interest on the outstanding principal amount at the Base Rate (the highest of (a) the Prime Rate, (b) the Federal Reserve Bank of New York Rate plus 0.5%
(29) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
and (c) one-month Adjusted Eurodollar Rate plus 1.0%) plus the Applicable Rate; and (iii) each Swingline Loan bears interest on the outstanding principal amount at the Base Rate plus the Applicable Rate. Since no amount has been drawn under the 2020 Revolving Facility as at December 31, 2020, the annualized effective interest rate under the 2020 Revolving Credit Agreement during the twelve months ended December 31, 2020 is not applicable (2019 nil). With respect to interest rate sensitivity as at December 31, 2020, a 1% increase in variable interest rates would have increased interest expense under the 2020 Revolving Facility for the twelve months ended December 31, 2020 by $nil (2019 $nil).
|
Restrictive covenants |
In addition to certain covenants, the 2020 Revolving Credit Agreement places limits on the Companys ability to declare dividends or redeem or repurchase capital stock (including options or warrants), prepay, redeem or purchase debt, incur liens and engage in sale-leaseback transactions, make loans and investments, incur additional indebtedness, amend or otherwise alter debt and other material agreements, engage in mergers, acquisitions and asset sales, enter into transactions with affiliates and alter the business the Company and the Subsidiaries currently conduct.
|
Financial covenant |
The 2020 Revolving Credit Agreement contains a financial covenant related to a leverage ratio that is tested on the last day of any fiscal quarter (commencing with the fiscal quarter ending March 31, 2021) only if on the last day of any such fiscal quarter, the outstanding amount under the 2020 Revolving Facility (excluding certain letter of credit obligations) exceeds 30% of the total commitment under the 2020 Revolving Facility of $55 million.
Borrowings under the 2020 Revolving Facility were nil as at December 31, 2020 and therefore did not exceed 30% of the total commitment under the 2020 Revolving Facility. As a result, the Company is in compliance with the financial covenant. No event of default under the 2020 Revolving Credit Agreement had occurred as at December 31, 2020.
|
Events of default |
Events of default under the 2020 Revolving Credit Agreement include, among others, failure to pay principal of or interest on the 2020 Revolving Facility when due, failure to pay any fee or other amount due, failure of any loan party to comply with any covenants or agreements in the loan documents (subject to applicable grace periods and/or notice requirements), a representation or warranty contained in the loan documents is incorrect or misleading in a material respect when made, events of bankruptcy and a change of control. The occurrence of an event of default would permit the lenders under the 2020 Revolving Credit Agreement to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.
Amended May 2019 Loans
On June 2, 2020, the Company entered into an amendment to its senior credit agreement which amended the credit agreement signed effective May 31, 2019 (such amended credit agreement, the Amended May 2019 Credit Agreement). Under the terms of the Amended May 2019 Credit Agreement, the Company received in May 2019 a term loan A and term loan B (Term Loan A, Term Loan B and collectively, Term Loans) of
(30) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
$66,000,000 and $266,000,000, respectively (face value) and a revolving credit facility of $50,000,000, which was increased to $69,000,000 on June 2, 2020 (the Revolving Facility, and together with the Term Loans, the Amended May 2019 Loans). In addition, among other things, the amendment adjusted Akumins leverage and fixed charge ratios for the four quarters ended March 31, 2021, providing the Company with greater flexibility in its financial ratio covenants. Sixteen million dollars of the Term Loan A was subject to a delayed draw, which was drawn by the Company in October 2019 to partly finance the West Palm Beach Acquisition. The term of the Amended May 2019 Loans is five years from May 31, 2019. The Amended May 2019 Loans can be increased by an additional $100,000,000 subject to certain conditions. The proceeds of the Term Loans were used during 2019 to settle in accordance with the respective contracts, the Syndicated Loans for $112,482,181, the principal outstanding under Subordinated Note and related accrued and unpaid interest for $1,596,250, partly finance the ADG Acquisitions and Deltona Acquisition in May 2019 and pay related debt issuance costs. On May 31, 2019, management determined the fair value of the Amended May 2019 Loans to be their face value of $319,300,000 net of debt issuance costs of approximately $14.8 million and a debt modification accounting adjustment of approximately $1.0 million related to the settlement of the Syndicated Loans. The fair value of the Amended May 2019 Loans was determined based on managements estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 16). As at December 31, 2019, the Amended May 2019 Loans had a balance of approximately, $338.5 million. In June 2020, the amendment costs related to the Amended May 2019 Credit Agreement were netted against the balance of the Amended May 2019 Loans. The above-noted amendment to the senior credit agreement in June 2020 was considered debt modification for accounting purposes. On November 2, 2020, the Amended May 2019 Loans and related accrued and unpaid interest and costs were settled completely in accordance with the credit agreement, for approximately $364 million using proceeds of the 2025 Senior Notes. This settlement of the May 2019 Term Loans was considered debt extinguishment for accounting purposes and a loss of approximately $18 million was recognized in the consolidated statements of operations and comprehensive income (loss). The settlement of the Revolving Facility was considered debt modification for accounting purposes and a cost of approximately $0.9 million was added to the issuance costs of the 2020 Revolving Facility.
|
2020
$ |
|
|
2019
$ |
|
|||||||
Term Loan A and Revolving Facility |
- | 87,824,000 | ||||||||||
Term Loan B |
- | 250,710,995 | ||||||||||
Less: Current portion |
- | (3,320,000 | ) | |||||||||
|
|
|||||||||||
- | 335,214,995 | |||||||||||
|
|
Effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans (which were settled in 2019). The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000,000 as at November 14, 2018). The termination date of this arrangement is August 31, 2021. The cost of this derivative financial instrument was $155,000. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. On November 2, 2020, this derivative financial instrument was terminated and settled completely for $nil consideration (2019 asset - $597) and a loss for the year-ended December 31, 2020 of $597 was recognized in the consolidated statements of operations and comprehensive income (loss).
(31) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
In addition, effective July 31, 2019, the Company entered into a derivative financial instrument, an interest rate collar contract (further amended in November 2019 and February 2020), with a financial institution in order to mitigate interest rate risk under the variable interest rate Term Loans. This derivative financial instrument has an underlying notional amount of 100% of the face value of Term Loan B ($266,000,000 as at July 31, 2019) and a termination date of July 31, 2022 with (i) a cap rate of 3.00% (LIBOR) per annum, and (ii) a floor rate of 1.1475% (LIBOR) per annum. There was no upfront cost of this derivative financial instrument. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. On November 2, 2020, this derivative financial instrument was terminated and settled completely for $4,805,000 (2019 liability - $951,702) and a loss for the year-ended December 31, 2020 of approximately $3.9 million was recognized in the consolidated statements of operations and comprehensive income (loss) in the line Financial instruments revaluation and other (gains) losses. During the year ended December 31, 2020, the Company incurred interest expense of $1,301,854 (2019 - $nil) with respect to this derivative financial instrument. The interest expense was paid on a monthly basis. The settlement payment with respect to this derivative financial instrument in the cashflow statement is included in the line Loan repayments.
Wesley Chapel Loan
As part of the Rose Acquisition in 2018, the Company, through a subsidiary, assumed a senior secured loan (Wesley Chapel Loan) of $2,000,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related installation at a clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023 and has monthly repayments of $37,742. The Wesley Chapel Loan was recognized at fair value of $1,908,456 on August 15, 2018 using an effective interest rate. The fair value was determined based on managements estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 16). As at December 31, 2020, the Wesley Chapel Loan had an amortized cost balance of approximately, $1.1 million.
|
2020
$ |
|
|
2019
$ |
|
|||||||
Wesley Chapel Loan |
1,079,684 | 1,447,327 | ||||||||||
Less: Current portion |
(405,698 | ) | (385,952 | ) | ||||||||
|
|
|||||||||||
673,986 | 1,061,375 | |||||||||||
|
|
Subject to the provisions described below, the minimum annual principal payments with respect to the Wesley Chapel Loan (face value) are as follows:
$ | ||||
2021 |
405,698 | |||
2022 |
426,454 | |||
2023 |
296,356 | |||
|
|
|||
1,128,508 | ||||
|
|
The Wesley Chapel Loan provides for the following terms:
|
Interest |
(32) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
5.0%.
|
Payments |
Monthly payments (principal and interest) of $37,742. The minimum principal payment schedule for the Wesley Chapel Loan is noted herein.
|
Termination |
August 15, 2023.
|
Restrictive covenants |
In addition to certain covenants, the Wesley Chapel Loan limits the Companys ability to dispose of the assets of Akumin Corp., which is the guarantor to the Wesley Chapel Loan.
|
Financial covenants |
None.
|
Events of default |
Events of default under the Wesley Chapel Loan include, among others, failure to repay the Wesley Chapel Loan in full at maturity, or to pay any other sum due hereunder within ten days of the date when the payment is due, events of insolvency or disposition of all or substantially all of the assets related to the Rose Acquisition. The occurrence of an event of default would permit the lender to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.
The Company has no events of default under the Wesley Chapel Loan as at December 31, 2020.
|
Security |
The Company has granted first security interest to the lender over the equipment and leasehold improvements acquired using the proceeds of the Wesley Chapel Loan.
11 |
Subordinated notes payable earn-out |
2020 $ |
2019 $ |
|||||||||||
Subordinated note earn-out |
- | 184,485 | ||||||||||
|
|
As part of the Tampa Acquisition, Akumin FL entered into a subordinated 6% note and security agreement with the sellers secured lender on May 11, 2018 (the Subordinated Note and Subordinated Note Lender, respectively) with a face value of $1,500,000 and a term of four years. The Subordinated Note was recognized at fair value of $1,490,932 on May 11, 2018 using an effective interest rate. The fair value was determined based on managements estimation of assumptions that market participants would use in pricing similar
(33) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
liabilities (it is considered a Level 3 liability as described in note 16; this liability was subsequently settled as noted below).
In accordance with the terms of the Subordinated Note, the Company used part of the proceeds of the Term Loans to settle the principal outstanding under the Subordinated Note on May 31, 2019, together with accrued and unpaid interest, for $1,596,250 (face value of $1,500,000 and accrued interest of $96,250). The Company also recorded a fair value loss of $6,830 on the extinguishment of the Subordinated Note, which was reflected in the 2019 consolidated statements of operations and comprehensive income (loss).
According to the Subordinated Note, the Company was subject to an earn-out liability (Subordinated Note Earn-out) of up to $4.0 million during the three-calendar year period beginning on January 1, 2019 and ending on December 31, 2021 (the Subordinated Note Earn-out Period), subject to the satisfaction of certain revenue-based milestones, as follows:
a) |
The Subordinated Note Earn-out for any given calendar year during the Subordinated Note Earn-out Period shall be equal to 50% of any positive difference calculated by subtracting the Base Revenue ($16,000,000) for such calendar year from the Subordinated Note Earn-out Revenue (defined below) for such calendar year. |
b) |
The Subordinated Note Earn-out Revenue for any calendar year during the Subordinated Note Earn-out Period shall be the gross revenue generated by the centres related to the Tampa Acquisition during such calendar year. |
c) |
If Subordinated Note Earn-out Revenue for any calendar year of the Subordinated Note Earn-out Period is less than or equal to $16,000,000, no Subordinated Note Earn-out shall be payable for such calendar year. |
d) |
The maximum aggregate amount of the Subordinated Note Earn-out that may be earned over the Subordinated Note Earn-out Period is $4,000,000. |
The value of Subordinated Note Earn-out has been estimated by management using a probability-weighted valuation technique; changes in the fair value of this liability are recognized in the consolidated statements of operations and comprehensive income (loss). Management estimated the fair value of Subordinated Note Earn-out as at May 11, 2018 of $160,790 based on a discount rate of 8.75% and managements estimated probability-weighted range of Subordinated Note Earn-out Revenue during the Subordinated Note Earn-out Period (it is considered a Level 3 liability as described in note 16). The Company entered into a settlement with the holders of the Subordinated Note Earn-out to fully settle and terminate the Subordinated Note Earn-out for $200,000 on October 23, 2020 (2019 liability - $184,485) and recognized a loss for the year-ended December 31, 2020 of $15,515 in financial instruments revaluation in the consolidated statements of operations and comprehensive income (loss).
(34) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
12 |
Capital stock and warrants |
The authorized share capital of the Company consists of an unlimited number of voting common shares, with no par value.
Common shares | Warrants | RSUs | Total | |||||||||||||||||||||||||||||
Number |
Amount $ |
Number |
Amount $ |
Number |
Amount $ |
Number |
Amount $ |
|||||||||||||||||||||||||
January 1, 2019 |
62,371,275 | 123,746,423 | 1,249,512 | 1,742,910 | 1,120,656 | 2,671,147 | 64,741,443 | 128,160,480 | ||||||||||||||||||||||||
Issuance (i) |
6,250,000 | 23,437,500 | - | - | - | 1,559,418 | 6,250,000 | 24,996,918 | ||||||||||||||||||||||||
RSUs and warrants exercised |
1,219,653 | 4,813,632 | (436,497) | (569,733) | (783,156) | (2,932,753) | - | 1,311,146 | ||||||||||||||||||||||||
Warrants expired |
- | - | (288,015) | (438,798) | - | - | (288,015) | (438,798) | ||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
December 31, 2019 |
69,840,928 | 151,997,555 | 525,000 | 734,379 | 337,500 | 1,297,812 | 70,703,428 | 154,029,746 | ||||||||||||||||||||||||
Issuance (i) |
- | - | - | - | 14,138 | - | 14,138 | |||||||||||||||||||||||||
RSUs settled |
337,500 | 1,311,950 | - | - | (337,500) | (1,311,950) | - | - | ||||||||||||||||||||||||
Warrants expired |
- | - | (525,000) | (734,379) | - | - | (525,000) | (734,379) | ||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
December 31, 2020 |
70,178,428 | 153,309,505 | - | - | - | - | 70,178,428 | 153,309,505 | ||||||||||||||||||||||||
|
|
(i) |
RSU issuance amount includes stock-based compensation and costs related to RSUs during the period of the consolidated financial statements. RSUs are issued in accordance with the Companys RSU Plan, which entitles a holder of one RSU to receive one common share of the Company. RSUs are assigned a value based on the market value of the common shares of the Company on the grant date (or the nearest working day prior to the grant date). Such value is classified as stock-based compensation over the vesting period for all RSUs awarded to employees or the Board. |
(35) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
During the twelve months ended December 31, 2019, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company.
a) |
During the three months ended March 31, 2019, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company: |
i) |
During March 2017, the Company issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants were scheduled to expire on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares. The remaining 180,495 warrants were exercised into common shares prior to expiry during the three months ended March 31, 2019. |
ii) |
The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were settled for common shares prior to March 31, 2019. |
b) |
During the three months ended June 30, 2019, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company: |
i) |
The Company issued approximately $23 million in equity (6,250,000 common shares at $3.75 per share, the closing price as of May 31, 2019) to certain sellers in connection with the ADG Acquisitions. |
ii) |
During August 2017, the Company issued 512,004 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. The expiry date for these warrants was August 8, 2019. During the three months ended June 30, 2019, 256,002 of these warrants were exercised into common shares. |
iii) |
The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were settled for common shares prior to March 31, 2019. The remaining 132,500 of these vested RSUs were settled for common shares prior to June 30, 2019. |
c) |
During the three months ended September 30, 2019, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company: |
i) |
During August 2017, the Company issued 512,004 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. The expiry date for these warrants was August 8, 2019. During the three months ended June 30, 2019, 256,002 of these warrants were exercised into common shares. The remaining 256,002 of these warrants were not exercised into common shares and expired on August 8, 2019. |
d) |
During the three months ended December 31, 2019, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company: |
(36) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
i) |
During November 2017, the Company issued 32,013 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. These warrants were not exercised into common shares and expired on November 14, 2019. |
ii) |
The Board had granted 1,611,316 RSUs to certain employees of the Company and members of the Board on November 15, 2017. In accordance with the terms of the RSU Plan, 50% of these RSUs vested and were settled for common shares in November 2018. Of the remaining RSUs, 600,656 RSUs vested and were settled for common shares on November 18, 2019 and the remaining RSUs vested on January 1, 2020 in accordance with the terms of the RSU Plan. |
iii) |
The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 and were subsequently settled for common shares in accordance with the terms of the RSU Plan. Of the remaining RSUs: |
I. |
Twenty-five thousand RSUs were settled for common shares on October 1, 2019 in accordance with the terms of the RSU Plan; and |
II. |
Ninety thousand RSUs vested on January 1, 2020 and 42,500 RSUs vested in March 2020. |
During the twelve months ended December 31, 2020, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company.
a) |
During the three months ended March 31, 2020, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company: |
i) |
As at December 31, 2019, the Company had 337,500 RSUs outstanding. All of these RSUs vested between January 1, 2020 and March 12, 2020. 285,000 of these RSUs were settled for common shares on March 12, 2020 in accordance with the terms of the RSU Plan. As at March 31, 2020, the Company had 52,500 RSUs outstanding. |
b) |
During the three months ended June 30, 2020, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company: |
i) |
As at March 31, 2020, the Company had 52,500 RSUs outstanding. All of these RSUs vested between January 1, 2020 and March 12, 2020 and they were settled for common shares in accordance with the terms of the RSU Plan as follows. 10,000 of these RSUs were settled for common shares in April 2020 and the remaining RSUs were settled for common shares in June 2020. As at June 30, 2020 and through the balance of fiscal 2020, the Company had no RSUs outstanding. The Company granted RSUs in March 2021 as discussed in note 26. |
(37) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
ii) |
During May 2018, the Company had issued 525,000 warrants to purchase common shares on a 1:1 basis at an exercise price of $4.00 per common share. These warrants were not exercised into common shares and expired on May 2, 2020. |
c) |
During the three months ended September 30, 2020 and three months ended December 31, 2020, there were no equity issuances or exercise or expiry of equity related instruments at the Company. |
The stock-based compensation related to RSUs, recognized in the consolidated statements of operations and comprehensive income (loss) for the twelve months ended December 31, 2020 was $14,137 (2019 $1,559,418). The stock-based compensation related to stock options is noted in note 15.
13 |
Income taxes |
The reconciliation of income tax expense (benefit) computed at the Canadian federal statutory rate to income tax expense (benefit) is as follows:
2020 $ |
2019 $ |
|||||||
Income attributable to common shareholders before income taxes |
(26,148,454 | ) | 13,163,526 | |||||
|
|
|||||||
Expense (recovery) of income taxes at the Canadian tax rate of 26.5% (2019 26.5%) |
(6,929,340 | ) | 3,488,334 | |||||
Increase (decrease) in income taxes resulting from |
||||||||
Stock-based compensation |
396,528 | 942,013 | ||||||
State franchise tax, net of federal benefit |
212,684 | 219,538 | ||||||
US tax rate differential |
603,264 | (400,948 | ) | |||||
Return to provision adjustment |
345,299 | 1,389,866 | ||||||
Other |
(205,656 | ) | (164,747 | ) | ||||
Valuation allowance |
(173,849 | ) | (1,738,508 | ) | ||||
|
|
|||||||
Income tax expense (benefit) |
(5,751,070 | ) | 3,735,548 | |||||
|
|
|||||||
U.S. Federal current tax expense (benefit) |
||||||||
U.S. State current tax expense (benefit) |
(320,815 | ) | 1,643,043 | |||||
Canadian current tax expense (benefit) |
||||||||
U.S. Federal deferred tax expense (benefit) |
(4,433,785 | ) | 2,688,571 | |||||
U.S. State deferred tax expense (benefit) |
(996,470 | ) | (596,066 | ) | ||||
Canadian deferred tax expense (benefit) |
||||||||
|
|
|||||||
Total income tax expense (benefit) |
(5,751,070 | ) | 3,735,548 |
The Companys effective tax rate for the year ended December 31, 2020 was 22.0% (2019 (28.38%)). The tax rate is affected by recurring items, such as tax rates in the United States and the relative amounts of income earned in this jurisdiction, which management expects to be fairly consistent in the near term. It is also affected by discrete items that may occur in any given year but are not consistent from year to year.
(38) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. The Companys deferred tax assets and liabilities are made up of the following components:
2020 $ |
2019 $ |
|||||||
Deferred tax assets |
||||||||
Lease liabilities |
31,615,510 | 33,474,270 | ||||||
Net operating losses |
15,745,126 | 3,692,446 | ||||||
163(j) carryforward |
5,934,846 | 1,458,105 | ||||||
Debt issuance costs |
2,419,687 | 4,412,375 | ||||||
Capital acquisition costs |
2,011,450 | 779,367 | ||||||
Other |
3,409,797 | 9,430,097 | ||||||
|
|
|||||||
Total deferred tax assets |
61,136,416 | 53,246,660 | ||||||
Less: Valuation allowance (Canada) |
(2,634,364 | ) | (2,800,607 | ) | ||||
Net deferred tax assets |
58,502,052 | 50,446,053 | ||||||
Deferred tax liabilities |
||||||||
Right-of-use assets |
(30,360,097 | ) | (32,907,312 | ) | ||||
Fixed assets |
(14,973,077 | ) | (12,400,551 | ) | ||||
Goodwill |
(10,664,325 | ) | (8,392,326 | ) | ||||
Other |
(3,331,119 | ) | (3,002,684 | ) | ||||
|
|
|||||||
Total deferred tax liabilities |
(59,328,618 | ) | (56,702,873 | ) | ||||
|
|
|||||||
Net deferred tax liabilities |
(826,566 | ) | (6,256,820 | ) | ||||
|
|
(39) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
Management regularly assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets in Canada and the US. Based on managements assessment of the future profitability of the Companys Canadian operations, as at December 31, 2020, a valuation allowance of $2,634,364 (2019 $2,800,607) has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. Managements assessment of the future profitability of the Companys US operations has determined that the deferred tax assets related to the US operations are more likely than not to be realized and a valuation allowance against these existing deferred tax assets should not currently be required.
The amount of the deferred tax assets is considered realizable, however, it could be adjusted if estimates of future taxable income during the carry-forward period are reduced or increased. The Company has made a significant investment in its US operations and asserts that earnings from such operations will be indefinitely reinvested in the US. Therefore; determination of unrecognized deferred tax liability on outside basis differences is not practicable at this time.
The Company has operating loss carry-forwards of $68,755,558 (2019 $16,226,326), of which $19,742,894 begin to expire in 2036. Of these loss-carryforwards, $49,012,664 do not expire but are subject to utilization restrictions. The Company also has a Section 163(j) interest expense carryforward of $24,670,177 (2019 - $1,007,969) which does not expire but is subject to utilization restrictions. Tax years 2017-2019 and 2016-2019 remain subject to examination by the tax authorities in the US and Canada, respectively.
(40) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
14 |
Commitments and contingencies |
The Company is party to various legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. With respect to these matters, the management evaluates the developments on a regular basis and accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. We believe that the amount or any estimable range of reasonably possible or probable loss will not, either individually or in the aggregate, have a material adverse effect on our business and consolidated financial statements. However, the outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of managements expectations, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.
Commencing during Q1 2020 and continuing through the present and beyond, a pandemic relating to the novel coronavirus known as COVID-19 occurred causing significant financial market disruption and social dislocation. The pandemic is dynamic with various cities, counties, states and countries around the world responding or having responded in different ways to address and contain the outbreak, including the declaration of a global pandemic by the World Health Organization, a National State of Emergency in the United States and state and local executive orders and ordinances forcing the closure of non essential businesses and persons not employed in or using essential services to stay at home or shelter in place. At this stage, we have no certainty as to how long the pandemic, or a more limited epidemic, will last, what regions will be most affected or to what extent containment measures will be applied.
Imaging centers are healthcare facilities and as such are generally considered an essential service and expected to continue to operate during any epidemic or pandemic. However, there is potential that actions taken by government, referring physicians or individual actions, in response to containment or avoidance of this coronavirus could impact a patients ability or decision to seek imaging services at a given time which could have a significant impact on volume at our imaging centers leading to temporary or prolonged staff layoffs, reduced hours, closures and other cost containment efforts. Further, there is potential that certain services which are not urgent and can be deferred without significant harm to a patients health may be delayed, either by the Company in response to local laws or good public health practice or voluntarily by the patient. In addition, there is potential that the outbreak of the coronavirus could impact supply chains, including the Companys supply of personal protective equipment, and lead to personnel shortages, each of which could impact the ability of the Company to safely perform imaging services. It is also possible that social distancing efforts and sanitization and decontamination procedures could cause delays in the performance of imaging services. Depending on the severity and duration of the COVID-19 pandemic, there is potential for the Company to incur incremental credit losses beyond what is currently expected and potential future reduction in revenue and income and asset impairments.
15 |
Stock-based compensation options |
The Company operates an equity-settled, stock options based payment compensation plan, under which the Company pays equity instruments of the Company as consideration in exchange for services received. The fair value of the grant of options is recognized in the consolidated statements of operations and comprehensive income (loss) as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted. The total expense is recognized over the vesting period, which is the period over which all of the service vesting conditions are to be satisfied. The maximum number of common shares reserved for
(41) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
issuance, in the aggregate, under the Companys option plan (and under any other share compensation arrangements of the Company) is 10% of the aggregate number of common shares which are outstanding from time to time. As at December 31, 2020, this represented 7,017,842 (2019 6,984,092) common shares.
Number of stock options |
Weighted average exercise price $ |
Aggregate grant date fair value $ |
Weighted average remaining contractual term (years) |
|||||||||||||
Outstanding January 1, 2019 |
4,213,268 | $2.18 | $5,353,785 | 7.0 | ||||||||||||
Cancelled |
(100,000) | 3.74 | (146,790) | - | ||||||||||||
Expired |
- | - | - | - | ||||||||||||
Exercised |
- | - | - | - | ||||||||||||
Granted |
1,664,852 | 3.29 | 2,391,393 | - | ||||||||||||
|
|
|
|
|||||||||||||
Outstanding December 31, 2019 |
5,778,120 | 2.47 | 7,598,388 | 6.3 | ||||||||||||
Cancelled |
(18,000) | 3.74 | (26,422) | - | ||||||||||||
Expired |
- | - | - | - | ||||||||||||
Exercised |
- | - | - | - | ||||||||||||
Granted |
- | - | - | - | ||||||||||||
|
|
|
|
|||||||||||||
Outstanding December 31, 2020 |
5,760,120 | $2.47 | $7,571,966 | 5.3 | ||||||||||||
|
|
|||||||||||||||
Exercisable at December 31, 2020 |
3,978,218 | $2.03 | $4,990,924 | 5.2 | ||||||||||||
|
|
During the twelve months ended December 31, 2020, the Company did not grant any stock options. During the twelve months ended December 31, 2019, the Company granted approximately 1.7 million stock options on November 18, 2019, to purchase common shares on a 1:1 basis with an exercise price of $3.29 per share. The fair value of the stock options granted during 2019 was determined to be $2.4 million. These options will vest over a three-year period from the date of issue (34%, 33% and 33% per year, respectively) and have an expiry date of seven years from the date of issue. The fair value of the stock options granted during the twelve months ended December 31, 2019 was estimated to be $1.4364 per option using the Black-Scholes option pricing model based on the following assumptions. The Company granted stock options in March 2021 as discussed in note 26.
Date of options grant |
November 18, 2019 | |||
Underlying stock price |
3.29 | |||
Exercise price |
3.29 | |||
Term of options (years) |
7.0 | |||
Volatility of underlying stock price |
40% | |||
Expected dividend yield on underlying stock |
nil | |||
Annual risk free interest rate |
1.48% |
At December 31, 2020, 1.8 million options were outstanding but not yet exercisable with a weighted average exercise price of $3.46, weighted average remaining contractual term of 5.5 years and weighted average grant date fair value of approximately $1.4 million. At December 31, 2019, 3.0 million options were outstanding but
(42) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
not yet exercisable with a weighted average exercise price of $3.49, weighted average remaining contractual term of 6.4 years and weighted average grant date fair value of approximately $2.2 million.
During the twelve months ended December 31, 2020, the weighted average grant date fair value of stock options that:
a) |
vested was $0.9 million (2019 $0.9 million); and |
b) |
were cancelled was $26 thousand (2019 $0.1 million). |
The total grant date fair value of stock options that vested during the twelve months ended December 31, 2020 was $1.8 million (2019 $1.7 million).
During the twelve months ended December 31, 2020, the Company recorded a total stock-based options compensation expense of approximately $2,069,777 (2019 $1,995,347). The total compensation cost related to unvested options awards not yet recognized is approximately $1,089,614 (2019 $3,185,813) and will be recognized over a remaining vesting period of 1.88 years (2019 2.88 years).
16 |
Risk management arising from financial instruments |
The carrying value of cash, accounts receivable, accounts payable and accrued liabilities and leases (current portion) approximates their fair value given their short-term nature.
The carrying value of the non-current portion of leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the consolidated balance sheets and the normalized expected market rates of interest is insignificant. The estimated fair values of other non-current liabilities were as follows:
2020 $ |
2019 $ |
|||||||
2025 Senior Notes |
424,016,044 | - | ||||||
Amended May 2019 loans payable |
- | 360,596,500 | ||||||
Wesley Chapel Loan payable |
1,122,400 | 1,483,830 | ||||||
Subordinated note earn-out |
- | 184,485 | ||||||
ADG Acquisition earn-out |
4,688,553 | 14,834,067 | ||||||
Derivative financial instruments |
- | 951,105 | ||||||
|
|
|||||||
429,826,997 | 378,049,987 | |||||||
|
|
Financial instruments recorded at fair value on the consolidated balance sheets are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
|
Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities |
Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Pricing inputs are based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. For securities, the valuations are based on quoted prices of the securities that are readily and regularly available in an active market, and accordingly, a significant degree
(43) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
of judgment is not required. As at December 31, 2020, the Company did not have any financial assets or liabilities measured at fair value under the Level 1 category.
|
Level 2 inputs other than quoted prices included in Level 1 that are observable for the asset or liability; either directly (i.e., as prices) or indirectly (i.e., derived from prices) |
Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The estimated fair value of the liabilities that are recognized at fair value, and subsequently measured at amortized cost, are determined using Level 2 inputs primarily related to comparable market prices. As at December 31, 2020, the 2025 Senior Notes and derivative financial instruments were measured at fair value under the Level 2 category on recognition. The derivative financial instruments are subsequently remeasured at fair value under the Level 2 category.
|
Level 3 inputs for the asset or liability that are not based on observable market data (unobservable inputs) |
Pricing inputs are generally unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require managements judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using model based techniques that include option pricing models, discounted cash flow models, and similar techniques.
The Amended May 2019 Loans, Wesley Chapel Loan, Subordinated Note Earn-out, and ADG Acquisition Earn-out were measured at fair value under the Level 3 category on recognition. The ADG Acquisition Earn-out and Subordinated Note Earn-out were subsequently remeasured at fair value under the Level 3 category. The Amended May 2019 Loans and Subordinated Note Earn-out were settled completely during the three months ended December 31, 2020 as discussed in notes 10 and 11. The liability related to the ADG Acquisition Earn-out was determined based on execution of a settlement agreement in November 2020 as discussed in note 8.
The following table summarizes information regarding the change in carrying value of the Companys financial instruments carried at fair value.
(44) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
Derivative
financial instruments $ |
Subordinated
$ |
ADG
$ |
||||||||||
January 1, 2019 |
(16,014) | 169,642 | - | |||||||||
Issuance |
- | - | 14,748,022 | |||||||||
Financial instruments revaluation loss (gain) |
||||||||||||
Realized |
- | - | - | |||||||||
Unrealized |
967,119 | 14,843 | 86,045 | |||||||||
|
|
|||||||||||
December 31, 2019 |
951,105 | 184,485 | 14,834,067 | |||||||||
Payment |
(4,805,000) | (200,000) | (4,688,553) | |||||||||
Financial instruments revaluation loss (gain) |
||||||||||||
Realized |
3,853,895 | 15,515 | (2,728,480) | |||||||||
Unrealized |
- | - | (2,728,481) | |||||||||
|
|
|||||||||||
December 31, 2020 |
- | - | 4,688,553 | |||||||||
|
|
There were no transfers between levels during the twelve months ended December 31, 2020 and the twelve months ended December 31, 2019. A transfer is made between levels during the period that a financial instrument meets the relevant criteria.
Financial instruments are classified into one of the following categories: amortized cost, fair value through profit or loss and fair value through other comprehensive income.
The following table summarizes information regarding the carrying value of the Companys financial instruments:
2020 $ |
2019 $ |
|||||||
Cash |
44,395,988 | 23,388,916 | ||||||
Accounts receivable |
91,126,923 | 82,867,225 | ||||||
|
|
|||||||
Financial assets measured at amortized cost |
135,522,911 | 106,256,141 | ||||||
|
|
|||||||
Accounts payable and accrued liabilities |
34,233,142 | 26,262,225 | ||||||
Short-term portion of senior loans payable |
405,698 | 3,705,952 | ||||||
Short-term portion of leases |
12,610,462 | 11,066,293 | ||||||
Long-term portion of senior loans payable |
389,580,046 | 336,276,370 | ||||||
Long-term portion of leases |
135,262,436 | 126,399,101 | ||||||
|
|
|||||||
Financial liabilities measured at amortized cost |
572,091,784 | 503,709,941 | ||||||
|
|
|||||||
Subordinated note earn-out |
- | 184,485 | ||||||
ADG Acquisition earn-out |
4,688,553 | 14,834,067 | ||||||
Derivative financial instruments |
- | 951,105 | ||||||
|
|
|||||||
Measured at fair value through profit or loss |
4,688,553 | 15,969,657 | ||||||
|
|
(45) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
Credit risk
The Company has a diverse mix of payers, including private, managed care, capitated and government payers. Credit risk arises from the potential a counterparty will fail to perform its obligations. The Company is exposed to credit risk from customers. The Company grants credit to its customers in the normal course of business. The consolidated financial statements take into account an allowance for bad debts. The Company is exposed to credit risk from its customers but the concentration of the risk is minimized because of the large customer base and its dispersion across different payers. During the year, the Company may have deposits with financial institutions that exceed Federal Deposit Insurance Corporation limits. As at December 31, 2020, the Company had cash of $44,395,988 (2019 $23,388,916) and accounts receivable of $91,126,923 (2019 $82,867,225).
Collectability of the receivables is actively monitored on an ongoing basis and an allowance or a write-off of allowance for bad debts is established by management. At each reporting period, the Company determines whether an allowance or write-off is required by estimating the expected credit losses based on a combination of probability-weighted historic and actual bad debts experience with consideration of forward-looking information including changes to economic conditions that would impact its customers (such as unemployment rate and general economic environment for non-individual payors). During the period affected by the COVID-19 pandemic, managements consideration of those changes to economic conditions included the impact of the COVID-19 pandemic.
Currency risk
Currency risk is the risk to the Companys earnings that arises from fluctuations in foreign exchange rates and the degree of volatility of those rates. In the normal course of business, the Company may enter into foreign exchange contracts with financial institutions to hedge the value of foreign currency denominated assets. Gains and losses arising from these contracts offset the losses and gains from the underlying hedged transactions. As at December 31, 2020 and December 31, 2019, the Company did not enter into any foreign exchange contracts that would expose the Company to currency risk.
Interest rate risk
Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Changes in lending rates can cause fluctuations in interest payments and cash flows. The Company does not use derivative financial instruments to alter the effects of this risk, except as noted in note 10. As at December 31, 2020, the Companys variable interest rate debt only related to the 2020 Revolving Facility (note 10), which was not drawn during 2020.
The following table shows the Companys exposure to interest rate risk and the effects on comprehensive income for the twelve months ended December 31, 2020 and 2019 of a 1% increase or decrease in the variable interest rates.
(46) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
2020 | ||||||||||||
|
Carrying
value $ |
|
|
1% decrease
in interest rates $ |
|
|
1% increase
in interest rates $ |
|
||||
Amended May 2019 Loans (n/a as settled in November 2020) |
- | - | - | |||||||||
2019 | ||||||||||||
|
Carrying
value $ |
|
|
1% decrease
in interest rates $ |
|
|
1% increase
in interest rates $ |
|
||||
Amended May 2019 Loans (originated in May 2019) |
338,534,995 | 1,180,247 | (1,979,043 | ) | ||||||||
Syndicated Loans (n/a as settled in May 2019) |
- | - | - | |||||||||
338,534,995 | 1,180,247 | (1,979,043 | ) |
17 |
Related party transactions |
The Company transacts with key individuals including directors and executive management who have authority and responsibility to plan, direct, and control the activities of the Company.
On November 1, 2020, the Company acquired an MRI machine from an entity in which an officer of a subsidiary of the Company holds a significant interest for $400,000, which has been paid in full. The MRI machine is to be installed in one of the Companys diagnostic imaging facilities in Florida. There are no ongoing contractual or other commitments resulting from the transaction.
On February 8, 2018, Akumin Corp. entered into a contract with the President and Chief Executive Officer, Executive Vice President and Chief Operating Officer and Chief Financial Officer and Corporate Secretary (collectively, the Pledgors) to loan an aggregate of $500,000 in connection with the purchase by such Pledgors of a total of 142,857 common shares of the Company from certain selling security holders of PMI, pursuant to the terms of a put and call option agreement made as of August 9, 2017 between Z Strategies Inc., a company controlled by the President and Chief Executive Officer, and certain selling security holders of PMI. This loan charged interest at 6% per annum and was payable on maturity at February 8, 2021. During 2019, the Pledgors completely paid off this loan and accrued interest.
18 |
New accounting standards |
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Companys consolidated financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective.
(47) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
ASU 2018-15, Intangibles Goodwill and Other Internal Use Software (Topic 350-40)
In August 2018, the FASB issued ASU 2018-15, Intangibles Goodwill and Other Internal-Use Software (Topic 350-40). The ASU is intended to improve the recognition and measurement of financial instruments. The new guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This ASU is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. For all other entities, this ASU is effective for annual reporting periods beginning after December 15, 2020. The Company is considered an Emerging Growth Company as classified by SEC, which gives the Company relief in the timing of implementation of this standard by allowing the private company timing for adoption. The Company continues to evaluate the impact of the standard on its consolidated financial statements.
ASU 2016-13, Financial Instruments Credit Losses (Topic 326)
In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and related clarifying standards, which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to assess credit loss estimates. The ASU is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2022. The Company is considered an Emerging Growth Company as classified by SEC, which gives the Company relief in the timing of implementation of this standard by allowing the private company timing for adoption. The Company continues to evaluate the impact of the standard on its consolidated financial statements.
(48) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
19 |
Basic and diluted income (loss) per share |
|
2020
$ |
|
|
2019
$ |
|
|||
Net income (loss) attributable to common shareholders |
(20,397,384 | ) | 9,427,978 | |||||
Weighted average common shares outstanding |
||||||||
Basic |
70,101,618 | 66,528,051 | ||||||
Add: additional shares issuable upon exercise of employee stock options, warrants and restricted share units |
2,066,938 | |||||||
Diluted |
70,101,618 | 68,594,989 | ||||||
Net income (loss) per share |
||||||||
Basic and diluted |
(0.29 | ) | 0.14 | |||||
Employee stock options warrants and restricted share units excluded from the computation of diluted per share amounts as their effect would be antidilutive |
1,664,231 |
20 |
Financial instruments revaluation and other gains (losses) |
a) |
Operational Financial instruments revaluation and other gains (losses) |
|
2020
$ |
|
|
2019
$ |
|
|||
Gain (loss) on revaluation of ADG Acquisition Earn-out (note 8) |
5,456,961 | (86,045 | ) | |||||
Loss on disposal of property and equipment |
(1,549,295 | ) | (931,356 | ) | ||||
(3,907,666 | ) | (1,017,401 | ) | |||||
b) |
Other Financial instruments revaluation and other gains (losses) |
|
2020
$ |
|
|
2019
$ |
|
|||
Loss on debt revaluation (note 10) |
(18,278,845 | ) | (829,208 | ) | ||||
Loss on revaluation of derivatives (note 10) |
(3,853,895 | ) | (967,119 | ) | ||||
Other gains (losses) |
53,995 | (9,489 | ) | |||||
(22,078,745 | ) | (1,805,816 | ) | |||||
(49) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
21 |
Revenue information |
22 |
Cost of operations, excluding depreciation and amortization |
|
2020
$ |
|
|
2019
$ |
|
|||
Employee compensation |
84,038,371 | 85,899,654 | ||||||
Reading fees |
37,817,457 | 35,243,843 | ||||||
Rent and utilities |
30,203,346 | 26,332,049 | ||||||
Third party services and professional fees |
21,706,906 | 19,084,397 | ||||||
Administrative |
12,875,606 | 12,459,281 | ||||||
Medical supplies and other |
11,161,702 | 8,783,377 | ||||||
197,803,388 | 187,802,601 | |||||||
23 |
Settlement costs and other (recoveries) |
During the twelve months ended December 31, 2020, the Company experienced net settlement costs of approximately $2.3 million (2019 settlement recoveries of $1.9 million) mainly related to the following items.
i) |
Approximately, $0.8 million related to a settlement of a government investigation that relates predominantly to historical reimbursements paid under federal healthcare programs to subsidiaries or the Revenue Practices. This settlement was reached in January 2021. |
ii) |
Approximately $1.1 million comprised of a few settlement costs related to four vendors. |
24 |
Non-controlling interests |
As part of the Texas Acquisition in 2017, certain of PMIs subsidiaries acquired were non-wholly owned. As a result of operating agreements with each of those non-wholly owned entities, the Company was deemed to have control over those entities and thus 100% of their financial results were included in the Companys
(50) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
consolidated financial results. The acquired non-controlling interests were recorded in the Companys consolidated financial statements at their estimated fair value. In May 2018, the Company purchased the non-controlling interests in seven Texas-based diagnostic imaging companies. During June 2018, (i) the Company purchased the non-controlling interests in Toggle, LLC, a transcription company, for de minimis consideration, and (ii) Preferred Imaging of Tarrant County, LLC, a holding company, distributed its assets to its shareholders and was subsequently terminated.
The Company currently holds effective ownership interests in the following non-wholly owned entities:
Ownership interest | ||||||||
Entity | 2020 | 2019 | ||||||
% | % | |||||||
Phoenix Imaging, LLC |
60 | 60 | ||||||
Preferred Imaging of Amarillo, LLC |
57 | 57 |
25 |
CARES Act |
i) |
During April 2020, the Company received approximately $1.1 million in grant under the first appropriation made by the HHS to Medicare providers pursuant to the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). Subsequently, in December 2020, the Company received an additional grant from the HHS of approximately $4.1 million. Additional grants may be available to the Company through subsequent appropriations under this program. The Company applied for these grants after determining that it was eligible to do so. Also, the Company has incurred expenses and experienced loss of revenue that are eligible to be reimbursed under these grants. The grants received are recorded in the consolidated statements of operations comprehensive income (loss) in the category Other revenue. |
ii) |
During April 2020, the Company received approximately $3.1 million of accelerated Medicare payments under the expanded Accelerated and Advance Payments Program from Centers for Medicare & Medicaid Service (CMS). These payments are currently required to be applied to claims beginning one year after their receipt through the adjudication of Medicare claims over a future period. These payments to the Company are recorded in the consolidated balance sheets in the category Accounts payable and accrued liabilities until earned. |
iii) |
The CARES Act allows employers to defer the deposit and payment of the employers share of Social Security taxes. As of December 31, 2020, such taxes were approximately $2.7 million and approximately $1.3 million are recorded in the consolidated balance sheets in the category Accrued payroll taxes and the remaining balance in the category Accounts payable and accrued liabilities. |
26 |
Subsequent events |
i) |
The Company announced on February 11, 2021 that it completed its private offering of $75 million aggregate principal amount of additional 7.00% senior secured notes due November 2025 (the New |
(51) |
Akumin Inc.
Notes to Consolidated Financial Statements
December 31, 2020 and December 31, 2019
(expressed in US dollars unless otherwise stated)
Notes). The New Notes were offered as additional notes under the same indenture as the previously issued 2025 Senior Notes and will be treated as a single series with the 2025 Senior Notes. |
The Company expects to use the net proceeds from this offering for future acquisitions, with any unused proceeds to be used for working capital and other general corporate purposes, which may include reducing debt. The New Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each wholly owned subsidiary of the Company, including the Revenue Practices and the guarantors.
ii) |
Effective March 1, 2021, the Company completed a common equity investment in an artificial intelligence business as part of a private placement offering for approximately $4.6 million. The target develops artificial intelligence aided software programs for use in medical businesses, including outpatient imaging services of the sort provided by the Company. As a result of the investment, a previous investment in a convertible note instrument issued by the target to the Company in May 2020 converted for common equity. The Companys total investment is estimated to be valued at approximately $8.0 million and represents a 34.5% interest in the target. In addition, the Company holds share purchase warrants which, subject to the occurrence of certain events, and the payment of approximately $0.4 million, would entitle the Company to acquire a further 2.4% interest in the targets common equity. |
iii) |
On March 9, 2021, the Board granted 645,000 RSUs and 70,000 options to certain employees and consultants of the Company pursuant to the Companys RSU plan and stock option plan, respectively, in connection with the Companys equity bonus awards. In addition, 84,032 RSUs were granted to non-executive directors of the Company as part of their 2021 compensation and 50,000 RSUs were awarded as part of a signing bonus to an executive who started with the Company on March 29, 2021. Subject to and in accordance with the terms of the RSU plan, 50% of the RSUs granted will vest and settle for common shares one year after the date of grant and the remaining 50% will vest and settle for common shares two years after the date of grant. Subject to and in accordance with the stock option plan, the options were granted with an exercise price of $3.58 per share, representing the 5-day volume weighted average price of the shares prior to the date of grant and an expiry date of 7 years after the date of grant. The options granted will vest as follows: 34% of the grant vest one year after the date of grant, 33% two years after the date of grant and the remaining 33% three years after the date of grant. |
(52) |
Exhibit 99.7
Akumin Inc. | ||
Condensed Consolidated | ||
Financial Statements | ||
(Unaudited) | ||
March 31, 2020 | ||
(expressed in US dollars unless otherwise stated) |
Akumin Inc.
Table of Contents
Page | ||||
Condensed Consolidated Financial Statements (Unaudited) |
||||
Condensed Consolidated Balance Sheets |
1 | |||
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) |
2 | |||
Condensed Consolidated Statements of Changes in Equity |
3 | |||
Condensed Consolidated Statements of Cash Flows |
4 | |||
Notes to Condensed Consolidated Financial Statements |
5 28 |
Akumin Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(expressed in US dollars unless otherwise stated)
March 31, | December 31, | |||||||
2020 | 2019 | |||||||
$ | $ | |||||||
Assets |
||||||||
Current assets |
||||||||
Cash |
16,619,615 | 23,388,916 | ||||||
Accounts receivable |
91,717,158 | 82,867,225 | ||||||
Prepaid expenses and other current assets |
1,211,455 | 3,927,949 | ||||||
|
|
|||||||
109,548,228 | 110,184,090 | |||||||
Security deposits and other assets |
2,371,254 | 1,967,053 | ||||||
Property and equipment (note 5) |
78,152,420 | 75,938,590 | ||||||
Operating lease right-of-use assets (note 4) |
130,336,845 | 126,675,770 | ||||||
Goodwill |
360,477,299 | 358,802,534 | ||||||
Intangible assets |
8,748,620 | 9,432,480 | ||||||
|
|
|||||||
Total assets |
689,634,666 | 683,000,517 | ||||||
|
|
|||||||
Liabilities |
||||||||
Current liabilities |
||||||||
Accounts payable and accrued liabilities |
21,308,144 | 26,262,225 | ||||||
Finance lease liabilities (note 7) |
2,195,129 | 1,789,995 | ||||||
Operating lease liabilities (right-of-use) (notes 4 and 7) |
8,709,995 | 9,276,298 | ||||||
Senior loans payable (note 8) |
3,710,796 | 3,705,952 | ||||||
Earn-out liability (note 6) |
4,205,928 | 7,529,962 | ||||||
|
|
|||||||
40,129,992 | 48,564,432 | |||||||
Finance lease liabilities (note 7) |
8,777,661 | 6,625,409 | ||||||
Operating lease liabilities (right-of-use) (notes 4 and 7) |
124,670,377 | 119,773,692 | ||||||
Senior loans payable (note 8) |
339,741,545 | 336,276,370 | ||||||
Derivative financial instruments (note 8) |
5,215,883 | 951,702 | ||||||
Subordinated notes payable earn-out (note 9) |
188,395 | 184,485 | ||||||
Earn-out liability (note 6) |
4,108,676 | 7,304,105 | ||||||
Deferred tax liability |
6,731,140 | 6,256,820 | ||||||
|
|
|||||||
Total liabilities |
529,563,669 | 525,937,015 | ||||||
|
|
|||||||
Shareholders equity |
||||||||
Additional paid-in capital (common shares : no par value, unlimited authorized number of shares, 70,125,928 and 69,840,928 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively) (note 10) | 159,473,652 | 158,881,120 | ||||||
Deficit |
(4,125,764 | ) | (6,361,767 | ) | ||||
|
|
|||||||
Equity attributable to shareholders of Akumin Inc. |
155,347,888 | 152,519,353 | ||||||
Non-controlling interests |
4,723,109 | 4,544,149 | ||||||
|
|
|||||||
Total shareholders equity |
160,070,997 | 157,063,502 | ||||||
|
|
|||||||
Total liabilities and shareholders equity |
689,634,666 | 683,000,517 | ||||||
|
|
Approved by the Board of Directors
|
||||||
(signed) Riadh Zine |
Director |
(signed) Tom Davies |
Director |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
(1)
Akumin Inc.
Condensed Consolidated Statements of Operations and
Comprehensive Income (Loss)
(Unaudited)
(expressed in US dollars unless otherwise stated)
Three-month
period ended |
Three-month
period ended |
|||||||
March 31, | March 31, | |||||||
2020 | 2019 | |||||||
$ | $ | |||||||
Revenue |
||||||||
Service fees - net of allowances and discounts |
70,637,401 | 46,955,226 | ||||||
Other revenue |
624,672 | 595,962 | ||||||
|
|
|||||||
71,262,073 | 47,551,188 | |||||||
|
|
|||||||
Operating expenses |
||||||||
Cost of operations, excluding depreciation and amortization |
56,352,832 | 38,388,812 | ||||||
Depreciation and amortization |
4,986,696 | 3,133,728 | ||||||
Stock-based compensation |
592,532 | 1,017,612 | ||||||
Operational financial instruments revaluation and other (gains) |
(6,266,906 | ) | 41,512 | |||||
losses |
||||||||
|
|
|||||||
Total operating expenses |
55,665,154 | 42,581,664 | ||||||
|
|
|||||||
Income from operations |
15,596,919 | 4,969,524 | ||||||
Other income and expenses |
||||||||
Interest expense |
7,462,741 | 1,875,460 | ||||||
Other financial instruments revaluation and other (gains) losses |
4,262,814 | 15,878 | ||||||
Settlement costs (recoveries) |
355,588 | (1,216,851 | ) | |||||
Acquisition-related costs |
219,333 | 785,682 | ||||||
|
|
|||||||
Total other expenses (income) |
12,300,476 | 1,460,169 | ||||||
|
|
|||||||
Income (loss) before income taxes |
3,296,443 | 3,509,355 | ||||||
Income tax provision (benefit) |
445,097 | 275,676 | ||||||
|
|
|||||||
Net income (loss) and comprehensive income (loss) for |
2,851,346 | 3,233,679 | ||||||
the period |
||||||||
Non-controlling interests |
615,343 | 449,764 | ||||||
|
|
|||||||
Net income (loss) attributable to common shareholders |
2,236,003 | 2,783,915 | ||||||
|
|
|||||||
Net income (loss) per share |
||||||||
Basic and diluted |
0.03 | 0.04 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
(2)
Akumin Inc.
Condensed Consolidated Statements Changes in Equity
(Unaudited)
(expressed in US dollars unless otherwise stated)
Additional
paid-in capital |
Accumulated
Deficit |
Non-controlling
interest |
Total
Shareholders equity |
|||||||||||||
$ | $ | $ | $ | |||||||||||||
Balance as at January 1, 2019 |
130,577,709 | (15,789,745 | ) | 4,107,499 | 118,895,463 | |||||||||||
Net income and comprehensive income |
- | 2,783,915 | 449,764 | 3,233,679 | ||||||||||||
RSUs and Warrants exercised (note 10) |
415,139 | - | - | 415,139 | ||||||||||||
Stock-based compensation expense |
1,017,612 | - | - | 1,017,612 | ||||||||||||
Payment to non-controlling interests |
- | - | (373,830 | ) | (373,830 | ) | ||||||||||
|
|
|||||||||||||||
Balance as at March 31, 2019 |
132,010,460 | (13,005,830 | ) | 4,183,433 | 123,188,063 | |||||||||||
|
|
|||||||||||||||
Balance as at December 31, 2019 |
158,881,120 | (6,361,767 | ) | 4,544,149 | 157,063,502 | |||||||||||
Net income and comprehensive income |
- | 2,236,003 | 615,343 | 2,851,346 | ||||||||||||
Stock-based compensation expense |
592,532 | - | - | 592,532 | ||||||||||||
Payment to non-controlling interests |
- | - | (436,383 | ) | (436,383 | ) | ||||||||||
|
|
|||||||||||||||
Balance as at March 31, 2020 |
159,473,652 | (4,125,764 | ) | 4,723,109 | 160,070,997 | |||||||||||
|
|
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
(3)
Akumin Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(expressed in US dollars unless otherwise stated)
Three-month
period ended March 31, |
Three-month
period ended March 31, |
|||||||
2020 | 2019 | |||||||
$ | $ | |||||||
Cash flows provided by (used in) |
||||||||
Operating activities |
||||||||
Net income for the period |
2,851,346 | 3,233,679 | ||||||
Adjustments for |
||||||||
Depreciation and amortization |
4,986,696 | 3,133,728 | ||||||
Stock-based compensation |
592,532 | 1,017,612 | ||||||
Interest expense-accretion of debt |
794,709 | 115,731 | ||||||
Deferred income tax expense (benefit) |
474,320 | - | ||||||
Financial instruments revaluation and other (gains) losses |
(2,004,092 | ) | 57,390 | |||||
Changes in operating assets and liabilities |
||||||||
Accounts receivable |
(8,849,932 | ) | (6,223,346 | ) | ||||
Prepaid expenses, security deposits and other assets |
2,719,058 | 265,147 | ||||||
Accounts payable and accrued liabilities |
(4,954,082 | ) | (230,884 | ) | ||||
Operating lease liabilities and right-of-use assets |
675,181 | 539,285 | ||||||
|
|
|||||||
(2,714,264 | ) | 1,908,342 | ||||||
|
|
|||||||
Investing activities |
||||||||
Purchase of property and equipment and intangible assets |
(2,556,411 | ) | (2,156,859 | ) | ||||
Business acquisitions net of cash acquired |
(3,314,525 | ) | 69,575 | |||||
|
|
|||||||
(5,870,936 | ) | (2,087,284 | ) | |||||
|
|
|||||||
Financing activities |
||||||||
Loan proceeds |
3,600,000 | - | ||||||
Loan repayments |
(924,690 | ) | (90,081 | ) | ||||
Finance leases principal payments |
(423,028 | ) | (201,870 | ) | ||||
Common shares |
- | 415,139 | ||||||
Payment to non-controlling interests |
(436,383 | ) | (373,830 | ) | ||||
|
|
|||||||
1,815,899 | (250,642 | ) | ||||||
|
|
|||||||
Decrease in cash during the period |
(6,769,301 | ) | (429,584 | ) | ||||
Cash Beginning of period |
23,388,916 | 19,326,412 | ||||||
|
|
|||||||
Cash End of period |
16,619,615 | 18,896,828 | ||||||
|
|
|||||||
Supplementary information |
||||||||
Interest expense paid |
6,697,302 | 1,752,907 | ||||||
Income taxes paid (benefit) |
6 | (9,597 | ) |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
(4)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
1 |
Presentation of condensed consolidated financial statements and nature of operations |
The operations of Akumin Inc. (Akumin or the Company) and its Subsidiaries (defined below) primarily consist of operating outpatient diagnostic imaging centres located in Delaware, Florida, Georgia, Illinois, Kansas, Pennsylvania and Texas. Substantially all of the centres operated by Akumin were obtained through acquisition. Related to its imaging centre operations, Akumin also operates a medical equipment business, SyncMed, LLC (SyncMed), which provides maintenance services to Akumins imaging centres in Illinois, Kansas and Texas and a billing and revenue cycle management business, as a division of Akumins wholly owned indirect subsidiary, Akumin Corp., which was previously operated by a subsidiary, Rev Flo Inc., which was merged into Akumin Corp. on December 31, 2018.
The services offered by the Company (through the Subsidiaries) include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, digital radiography (X-ray), fluoroscopy and other related procedures.
The Company has a diverse mix of payers, including private, managed care capitated and government payers.
The registered and Canadian head office of Akumin is located at 151 Bloor Street West, Suite 603, Toronto, Ontario, M5S 1S4. The United States head office is located at 8300 W. Sunrise Boulevard, Plantation, Florida, 33322. All operating activities are conducted through its wholly owned US subsidiary, Akumin Holdings Corp. and its wholly owned subsidiary, Akumin Corp. Akumin Corp. operates its business directly and through its key wholly owned direct and indirect subsidiaries, which include Akumin Florida Holdings, LLC, formerly known as Tri-State Imaging FL Holdings, LLC (FL Holdings), Akumin Imaging Texas, LLC, formerly known as Preferred Medical Imaging, LLC (PMI), SyncMed, Akumin FL, LLC (Akumin FL), Advanced Diagnostics Group, LLC (ADG), TIC Acquisition Holdings, LLC (TIC) and Akumin Health Illinois, LLC (Akumin IL) (collectively, the Subsidiaries), as well as through Delaware Open MRI Radiology Associates, LLC, Elite Imaging, LLC, Elite Radiology of Georgia, LLC, Jeanes Radiology Associates, LLC, Lebanon Diagnostic Imaging, LLC, Rittenhouse Imaging Center, LLC, Rose Radiology Centers, LLC and Wilkes-Barre Imaging, LLC (collectively, the Revenue Practices), all of which are located in the United States.
2 |
Basis of preparation |
The Company adopted the accounting principles generally accepted in the United States of America (GAAP) as the basis of preparation for the 2020 annual financial statements effective for the fiscal year-ended December 31, 2020. Previously, the Companys financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), for the period up to and including the 9-months ended September 30, 2020. On August 28, 2020, the Company filed a Form 40-F with the United States Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934. This filing resulted in the Company becoming an SEC Issuer for purposes of National Instrument 51-102 Continuous Disclosure Obligations and as such the Company is entitled to prepare and report its financial statements in GAAP as opposed to IFRS.
These condensed interim consolidated financial statements for the three month period ended March 31, 2020 have been prepared in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 270, Interim Reporting. The disclosures contained in these condensed interim consolidated financial statements in accordance with GAAP do not include all the requirements of GAAP for annual financial statements. The condensed interim consolidated financial statements should be read in
(5)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
conjunction with the audited consolidated financial statements for the year ended December 31, 2020. The condensed interim consolidated financial statements are based on accounting policies as described in the December 31, 2020 consolidated financial statements.
The condensed interim consolidated financial statements include all of the accounts of the Company, the Subsidiaries and the Revenue Practices. All intercompany transactions and balances have been eliminated on consolidation.
3 |
Variable interest entities |
In accordance with the FASBs ASC Topic 810, Consolidation, a reporting entity with a variable interest in another entity is required to include the assets and liabilities and revenue and expenses of that separate entity (i.e., consolidate with the financial statements of the reporting entity) when the variable interest is determined to be a controlling financial interest. Under ASC 810, a reporting entity is considered to have a controlling financial interest in a variable interest entity (VIE) if (1) the reporting entity has the power to direct the activities of the VIE that most significantly impacts its economic performance and (2) the reporting entity has the obligation to absorb losses of the VIE that could be potentially significant to the VIE.
As a result of the financial relationship established between the Company and the Revenue Practices through respective management service agreements, the Revenue Practices individually qualify as VIEs as the Company, which provides them non-medical, technical and administrative services, has the power to direct their respective activities and the obligation to absorb their gains and losses. As a result, the Company is considered the primary beneficiary of the Revenue Practices, and accordingly, the assets and liabilities and revenue and expenses of the Revenue Practices are included in these condensed consolidated financial statements. The following information excludes any intercompany transactions and costs allocated by the Company to the Revenue Practices. The Revenue Practices assets and liabilities included in the Companys consolidated balance sheets as at March 31, 2020 were $59.6 million (2019 $58.7 million) and $nil (2019 $nil), respectively. The assets of the Revenue Practices can only be used to settle their obligations. During the three month period ended March 31, 2020, the Revenue Practices net revenue was $40.1 million (2019 $33.7 million) and the net contribution to the Companys cash flow from operations was $32.7 million (2019 $22.1 million).
The Company has a variable interest in a single purpose entity in Texas which operates an imaging center. The Company also has a variable interest in certain operations of an imaging center of another Texas entity. In both cases, the Company is not a primary beneficiary of the variable interest since it does not have any equity ownership in these entities nor does it have the power to direct the activities of either of these entities that most significantly impact the entities economic performance. Rather, in both cases, the Company is entitled to a management fee based upon written agreements in exchange for certain agreed upon management services. The assets and liabilities and revenue and expenses of these entities are not included in the consolidated financial statements of the Company.
4 |
Business combinations |
i) |
On January 1, 2020, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Coral Springs, Florida, for cash consideration of approximately $2.1 million (Coral Springs Acquisition). In accordance with the transaction agreement, $100,000 of this purchase price (Holdback Fund) has been withheld as security for indemnity obligations until July 1, 2020. This asset |
(6)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
acquisition was considered a business combination. The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows: |
$ | ||||
Assets acquired |
||||
Current assets |
||||
Prepaid expenses |
32,961 | |||
Non-current assets |
||||
Security deposits |
368,601 | |||
Property and equipment |
412,400 | |||
Operating lease right-of-use assets |
2,427,618 | |||
|
|
|||
3,241,580 | ||||
|
|
|||
Liabilities assumed |
||||
Non-current liabilities |
||||
Operating lease liabilities (right-of-use) |
2,427,618 | |||
|
|
|||
Net assets acquired |
813,962 | |||
Goodwill |
1,274,764 | |||
|
|
|||
Purchase price |
2,088,726 | |||
|
|
This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Companys expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Companys condensed consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $0.7 million and income before tax of approximately $58 thousand to the Companys consolidated results for the three months ended March 31, 2020.
ii) |
On January 1, 2020, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Crystal Lake, Illinois, for cash consideration of approximately $1.2 million (Crystal Lake Acquisition). In accordance with the transaction agreement, $60,000 of this purchase price (Holdback Fund) has been withheld as security for indemnity obligations until July 1, 2020. This asset acquisition was considered a business combination. The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows: |
(7)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
$ | ||||
Assets acquired |
||||
Non-current assets |
||||
Security deposits |
5,799 | |||
Property and equipment |
820,000 | |||
Operating lease right-of-use assets |
554,830 | |||
|
|
|||
1,380,629 | ||||
|
|
|||
Liabilities assumed |
||||
Non-current liabilities |
||||
Operating lease liabilities (right-of-use) |
554,830 | |||
|
|
|||
Net assets acquired |
825,799 | |||
Goodwill |
400,000 | |||
|
|
|||
Purchase price |
1,225,799 | |||
|
|
This acquisition was an opportunity for the Company to increase its presence in Illinois. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Companys expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Companys condensed consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $0.3 million and income before tax of approximately $91 thousand to the Companys consolidated results for the three months ended March 31, 2020.
5 |
Property and equipment |
March 31, 2020 $ |
December 31, 2019 $ |
|||||||
Medical equipment |
79,023,486 | 75,665,771 | ||||||
Equipment under finance leases |
17,608,770 | 14,971,916 | ||||||
Leasehold improvements |
17,492,168 | 17,393,839 | ||||||
Furniture and fixtures |
1,132,765 | 1,088,236 | ||||||
Office equipment |
208,892 | 214,612 | ||||||
Computer equipment |
240,919 | 194,770 | ||||||
|
|
|||||||
Total property and equipment cost |
115,707,000 | 109,529,144 | ||||||
Less: Accumulated depreciation |
(37,554,580) | (33,590,554) | ||||||
|
|
|||||||
Total property and equipment net |
78,152,420 | 75,938,590 | ||||||
|
|
As at March 31, 2020, the equipment under finance leases had a net book value of $11,578,540 (2019 $9,404,765). Depreciation expense for the three months ended March 31, 2020 was $4,297,423 (2019 $2,877,374). As part of ongoing operations, during the three months ended March 31, 2020, the Company had net disposals of $366,057 (2019 $98,162). The loss on these disposals is included in the condensed consolidated statements of operations and comprehensive income (loss) in the expense category financial instruments revaluation and other gains (losses).
(8)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
6 |
Earn-out liability (ADG Acquisition) |
March 31, 2020 $ |
December 31, 2019 $ |
|||||||
ADG Acquisition earn-out |
8,314,604 | 14,834,067 | ||||||
Less: Current portion of ADG Acquisition earn-out |
(4,205,928 | ) | (7,529,962 | ) | ||||
|
|
|||||||
Non-current portion of ADG Acquisition earn-out |
4,108,676 | 7,304,105 | ||||||
|
|
A portion of the purchase price payable in respect of the ADG Acquisitions in 2019, specifically for SFL Radiology Holdings, LLC, is subject to an earn-out (the ADG Acquisition earn-out liability) based on its annualized revenues earned in the first two quarters of 2020 less certain costs including certain operating expenses, capital expenditures and incremental working capital. In accordance with the purchase agreement, 50% of this liability is expected to be settled in the latter half of 2020 and the balance in the first half of 2021.
The value of the ADG Acquisition earn-out liability has been estimated by management using a probability weighted valuation technique related to information including revenue and operating expenses; changes in the fair value of this liability are recognized in the consolidated statements of operations and comprehensive income (loss). Management estimated the fair value of the ADG Acquisition earn-out liability as at May 31, 2019 at approximately $15 million based on a discount rate of approximately 7% and managements estimated probability weighted range of the ADG Acquisition earn-out liability (it is considered a Level 3 liability as described in note 13). An increase in the discount rate by 1.0% point decreased the value of this liability by about $0.2 million and vice versa. The ADG Acquisition earn-out liability was revalued at approximately $8 million as at March 31, 2020 based on a discount rate of approximately 5% and managements estimated probability weighted range of the ADG Acquisition earn-out liability and the change in fair value was recognized in financial instruments revaluation in the condensed consolidated statements of operations and comprehensive income (loss). As at March 31, 2020, the range of estimated undiscounted ADG Acquisition earn-out liability is between approximately $6 million and $15 million.
7 |
Lease liabilities |
Finance
The information pertaining to finance lease liabilities on the consolidated balance sheet is as follows:
March 31, | December 31, | |||||||
2020 $ |
2019 $ |
|||||||
Finance lease liabilities |
10,972,790 | 8,415,404 | ||||||
Less: Current portion of finance lease liabilities |
(2,195,129 | ) | (1,789,995 | ) | ||||
|
|
|||||||
Non-current portion of finance lease liabilities |
8,777,661 | 6,625,409 | ||||||
|
|
The components of finance lease cost recognized in the consolidated statement of operations and comprehensive income (loss) are as follows:
(9)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
Three-month
period ended |
Three-month
period ended |
|||||||
March 31,
2020 $ |
March 31,
2019 $ |
|||||||
Amortization expense for equipment under finance leases |
667,017 | 346,517 | ||||||
Interest expense on finance lease liabilities |
129,241 | 60,263 | ||||||
|
|
|||||||
Finance lease cost |
796,258 | 406,780 | ||||||
|
|
Undiscounted cash flows for finance leases recorded in the consolidated balance sheets were as follows at March 31, 2020.
$ | ||||
April 1 to December 31, 2020 |
2,007,285 | |||
2021 |
2,674,402 | |||
2022 |
2,440,699 | |||
2023 |
2,047,034 | |||
2024 |
1,493,596 | |||
Thereafter |
1,679,900 | |||
|
|
|||
Total minimum lease payments |
12,342,916 | |||
Less: Amount of lease payments representing interest |
(1,370,126) | |||
|
|
|||
Present value of future minimum lease payments |
10,972,790 | |||
Less: Current portion of finance lease liabilities |
(2,195,129) | |||
|
|
|||
Non-current finance lease liabilities |
8,777,661 | |||
|
|
The lease term and discount rates are as follows:
March 31,
2020 |
December 31,
2019 |
|||||||
Weighted average remaining lease term-finance leases (years) |
5.2 | 4.8 | ||||||
Weighted average discount rate-finance leases |
5.1 | % | 5.1 | % |
Supplemental cash flow information related to finance leases is as follows:
Three-month
period ended |
Three-month
period ended |
|||||||
March 31,
2020 $ |
March 31,
2019 $ |
|||||||
Operating cash flows from finance leases |
129,241 | 60,263 | ||||||
Financing cash flows from finance leases |
423,028 | 201,870 | ||||||
Right-of-use assets obtained in exchange for finance lease obligations |
2,970,188 | - |
(10)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
Operating
The information pertaining to operating lease liabilities on the consolidated balance sheet is as follows:
March 31,
$ |
December 31,
$ |
|||||||
Operating lease liabilities |
133,380,372 | 129,049,990 | ||||||
Less: Current portion of operating lease liabilities |
(8,709,995 | ) | (9,276,298 | ) | ||||
|
|
|||||||
Non-current portion of operating lease liabilities |
124,670,377 | 119,773,692 | ||||||
|
|
The components of operating lease cost recognized in the consolidated statement of operations and comprehensive income (loss) are as follows:
Three-month
period ended |
Three-month
period ended |
|||||||
March 31,
2020 $ |
March 31,
2019 $ |
|||||||
Operating lease cost |
5,203,144 | 3,990,043 | ||||||
Variable lease cost |
1,063,816 | 640,016 | ||||||
Short-term lease cost |
52,568 | 9,689 | ||||||
|
|
|||||||
Total operating lease cost |
6,319,528 | 4,639,748 | ||||||
|
|
Undiscounted cash flows for operating leases recorded in the consolidated balance sheets were as follows at March 31, 2020.
$ | ||||
April 1 to December 31, 2020 |
13,582,823 | |||
2021 |
17,963,158 | |||
2022 |
17,481,302 | |||
2023 |
16,733,489 | |||
2024 |
15,646,087 | |||
Thereafter |
149,045,365 | |||
|
|
|||
Total minimum lease payments |
230,452,224 | |||
Less: Amount of lease payments representing interest |
(97,071,852 | ) | ||
|
|
|||
Present value of future minimum lease payments |
133,380,372 | |||
Less: Current portion of operating lease liabilities |
(8,709,995 | ) | ||
|
|
|||
Non-current operating lease liabilities |
124,670,377 | |||
|
|
The lease term and discount rates are as follows:
(11)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
March 31,
2020 |
December 31,
2019 |
|||||||
Weighted average remaining lease term-operating leases (years) |
13.2 | 14.1 | ||||||
Weighted average discount rate-operating leases |
7.6 | % | 7.1 | % |
Supplemental cash flow information related to operating leases is as follows:
Three-month
$ |
Three-month
$ |
|||||||
Operating cash flows from operating leases |
4,527,964 | 3,450,757 | ||||||
Right-of-use assets obtained in exchange for operating lease obligations |
6,894,145 | 111,070,407 |
8 |
Senior loans payable |
The May 2019 Loans and Wesley Chapel Loan are collectively referred to as the Senior Loans.
The minimum annual principal payments with respect to the Senior Loans (face value) as at March 31, 2020 are as follows:
$ | ||||
April 1, 2020 to December 31, 2020 |
2,781,262 | |||
2021 |
5,045,698 | |||
2022 |
6,881,454 | |||
2023 |
7,246,356 | |||
2024 |
334,729,000 | |||
|
|
|||
356,683,770 | ||||
|
|
May 2019 Loans
On May 31, 2019, the Company amended its previous credit agreement dated August 15, 2018 (such amended credit agreement, the May 2019 Credit Agreement) whereby it increased the size of its credit facilities and increased the number of syndicated lenders from five to nine financial institutions. Under the terms of the May 2019 Credit Agreement, the Company received a term loan A and term loan B (Term Loan A, Term Loan B and collectively, Term Loans) of $66,000,000 and $266,000,000, respectively (face value) and a revolving credit facility of $50,000,000, of which $3,300,000 was utilized as at May 31, 2019 (the May 2019 Revolving Facility, and together with the Term Loans, the May 2019 Loans). $16 million of the Term Loan A was subject to a delayed draw, which was drawn (in addition to approximately $1.3 million under the May 2019 Revolving Facility) by the Company in October 2019 to partly finance the West Palm Beach Acquisition. The term of the May 2019 Loans is five years. The May 2019 Loans can be increased by an additional $100,000,000 subject to certain conditions. The proceeds of the Term Loans were used during 2019 to settle the Syndicated Loans for
(12)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
$112,482,181, the principal outstanding under Subordinated Note and related accrued and unpaid interest for $1,596,250, partly finance the ADG Acquisitions and Deltona Acquisition in May 2019 and pay related debt issuance costs. On May 31, 2019, management determined the fair value of the May 2019 Loans to be their face value of $319,300,000 net of debt issuance costs of approximately $14.8 million and a debt modification accounting adjustment of approximately $1.0 million related to the settlement of the Syndicated Loans. The fair value of the May 2019 Loans was determined based on managements estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 13).
In August 2019, the Company used $11 million from the May 2019 Revolving Facility to finance the El Paso Acquisition and in December 2019, the Company used $3.2 million from the May 2019 Revolving Facility to finance two small acquisitions undertaken in January 2020 in Florida and Illinois (note 4). As at March 31, 2020, this credit facility had a balance of approximately, $25.7 million.
March 31, 2020 $ |
December 31, 2019 $ |
|||||||
Term Loan A and May 2019 Revolving Facility |
91,259,000 | 87,824,000 | ||||||
Term Loan B |
250,836,127 | 250,710,995 | ||||||
Less: Current portion |
(3,320,000 | ) | (3,320,000 | ) | ||||
|
|
|||||||
338,775,127 | 335,214,995 | |||||||
|
|
Subject to the provisions described below, the minimum annual principal payments with respect to the May 2019 Loans (face value) are as follows.
Term Loan A and May 2019 Revolving Facility
$ | ||||
April 1, 2020 to December 31, 2020 |
495,000 | |||
2021 |
1,980,000 | |||
2022 |
3,795,000 | |||
2023 |
4,290,000 | |||
2024 |
80,699,000 | |||
|
|
|||
91,259,000 | ||||
|
|
a) |
Term Loan B |
$ | ||||
April 1, 2020 to December 31, 2020 |
1,995,000 | |||
2021 |
2,660,000 | |||
2022 |
2,660,000 | |||
2023 |
2,660,000 | |||
2024 |
254,030,000 | |||
|
|
|||
264,005,000 | ||||
|
|
Effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans (which were settled in 2019). The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on
(13)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000,000 as at November 14, 2018). The termination date of this arrangement is August 31, 2021. The cost of this derivative financial instrument was $155,000. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. The fair value of this derivative as determined by the financial institution as at March 31, 2020 represented an asset to the Company of $nil (2019 - $597).
In addition, effective July 31, 2019, the Company entered into a derivative financial instrument, an interest rate collar contract (further amended in November 2019 and February 2020), with a financial institution in order to mitigate interest rate risk under the variable interest rate Term Loans. This derivative financial instrument has an underlying notional amount of 100% of the face value of Term Loan B ($266,000,000 as at July 31, 2019) and a termination date of July 31, 2022 with (i) a cap rate of 3.00% (LIBOR) per annum, and (ii) a floor rate of 1.1475% (LIBOR) per annum. There was no upfront cost of this derivative financial instrument. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. The fair value of this derivative as determined by the financial institution as at March 31, 2020 represented a liability to the Company of $5,215,883 (2019 - $951,702).
Changes in the fair value of these derivatives are recognized in the condensed consolidated statements of operations and comprehensive income (loss) in the line Financial instruments revaluation and other (gains) losses. There were no cash flows related to the derivative financial instruments in the three-month period ended March 31, 2020 (2019 - $nil).
The May 2019 Credit Agreement provides for the following (capitalized terms used below in this note and not defined elsewhere in these notes have the respective meanings given to them in the May 2019 Credit Agreement):
|
Interest |
The interest rates payable on the May 2019 Loans are as follows: (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount at one-month LIBOR plus Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount at the Base Rate (the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate and (c) Eurodollar Rate plus 1.0%) plus Applicable Rate. All advances under the May 2019 Loans are currently classified as Eurodollar Rate Loans. The annualized interest rate paid under the May 2019 Credit Agreement as at March 31, 2020 was approximately 7.4% per annum (March 31, 2019 nil%). With respect to interest rate sensitivity as at March 31, 2020, a 1% increase in variable interest rates would have increased interest expense for the three-month period ended March 31, 2020 by approximately $0.9 million (2019 $nil).
|
Payments |
The minimum principal payment schedule for the May 2019 Loans is noted herein.
|
Termination |
The termination date of the May 2019 Loans is the earliest of (i) May 31, 2024 and (ii) the date on which the obligations become due and payable pursuant to the May 2019 Credit Agreement.
(14)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
|
Restrictive covenants |
In addition to certain covenants, the May 2019 Credit Agreement places limits on the Companys ability to declare dividends or redeem or repurchase capital stock (including options or warrants), prepay, redeem or purchase debt, incur liens and engage in sale-leaseback transactions, make loans and investments, incur additional indebtedness, amend or otherwise alter debt and other material agreements, engage in mergers, acquisitions, capital expenditures and asset sales, enter into transactions with affiliates and alter the business the Company and the Subsidiaries currently conduct.
|
Financial covenants |
The May 2019 Credit Agreement contains financial covenants including certain leverage ratios and a limit on annual capital expenditures.
The Company is in compliance with the financial covenants and has no events of default under the May 2019 Credit Agreement as at March 31, 2020.
|
Events of default |
In addition to the above noted financial covenants, events of default under the May 2019 Credit Agreement include, among others, failure to pay principal of or interest on any May 2019 Loans when due, failure to pay any fee or other amount due within two days after the same comes due, failure of any loan party to comply with any covenants or agreements in the loan documents (subject to applicable grace periods and/or notice requirements), a representation or warranty contained in the loan documents is incorrect or misleading when made, events of bankruptcy and a change of control. The occurrence of an event of default would permit the lenders under the May 2019 Credit Agreement to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.
|
Security |
The Company has, subject to limited exceptions, granted general security over all assets of the Company and the Subsidiaries in connection with the May 2019 Loans.
Wesley Chapel Loan
As part of the Rose Acquisition in 2018, the Company, through a subsidiary, assumed a senior secured loan (Wesley Chapel Loan) of $2,000,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related development for a new clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023 and has monthly repayments of $37,742. The Wesley Chapel Loan was recognized at fair value of $1,908,456 on August 15, 2018 using an effective interest rate. The fair value was determined based on managements estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 13).
(15)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
March 31, 2020 $ |
December 31, 2019 $ |
|||||||
Wesley Chapel Loan |
1,357,214 | 1,447,327 | ||||||
Less: Current portion |
(390,796 | ) | (385,952 | ) | ||||
|
|
|||||||
966,418 | 1,061,375 | |||||||
|
|
Subject to the provisions described below, the minimum annual principal payments with respect to the Wesley Chapel Loan (face value) are as follows:
$ | ||||
April 1, 2020 to March 31, 2020 |
291,262 | |||
2021 |
405,698 | |||
2022 |
426,454 | |||
2023 |
296,356 | |||
|
|
|||
1,419,770 | ||||
|
|
The Wesley Chapel Loan provides for the following terms:
|
Interest |
5.0%.
|
Payments |
Monthly payments (principal and interest) of $37,742. The minimum principal payment schedule for the Wesley Chapel Loan is noted herein.
|
Termination |
August 15, 2023.
|
Restrictive covenants |
In addition to certain covenants, the Wesley Chapel Loan limits the Companys ability to dispose of the assets of Akumin Corp., which is the guarantor to the Wesley Chapel Loan.
|
Financial covenants |
None.
|
Events of default |
Events of default under the Wesley Chapel Loan include, among others, failure to repay the Wesley Chapel Loan in full at maturity, or to pay any other sum due hereunder within ten days of the date when the payment is due, events of insolvency or disposition of all or substantially all of the assets related to the
(16)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
Rose Acquisition. The occurrence of an event of default would permit the lender to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.
The Company has no events of default under the Wesley Chapel Loan as at March 31, 2020.
|
Security |
The Company has granted first security interest to the lender over the equipment and leasehold improvements acquired using the proceeds of the Wesley Chapel Loan.
9 |
Subordinated notes payable earn-out |
March 31, 2020 $ |
December 31, 2019 $ |
|||||||
Subordinated note earn-out |
188,395 | 184,485 | ||||||
|
|
As part of the Tampa Acquisition, Akumin FL entered into a subordinated 6% note and security agreement with the sellers secured lender on May 11, 2018 (the Subordinated Note and Subordinated Note Lender, respectively) with a face value of $1,500,000 and a term of four years. The Subordinated Note was recognized at fair value of $1,490,932 on May 11, 2018 using an effective interest rate. The fair value was determined based on managements estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 13).
In accordance with the terms of the Subordinated Note, the Company used part of the proceeds of the Term Loans to settle the principal outstanding under the Subordinated Note on May 31, 2019, together with accrued and unpaid interest, for $1,596,250 (face value of $1,500,000 and accrued interest of $96,250). The Company also recorded a fair value loss of $6,830 on the extinguishment of the Subordinated Note, which was reflected in the 2019 consolidated statements of operations and comprehensive income (loss).
According to the Subordinated Note, the Company is subject to an earn-out liability (Subordinated Note Earn-out) of up to $4.0 million during the three-calendar year period beginning on January 1, 2019 and ending on December 31, 2021 (the Subordinated Note Earn-out Period), subject to the satisfaction of certain revenue-based milestones, as follows:
a) |
The Subordinated Note Earn-out for any given calendar year during the Subordinated Note Earn-out Period shall be equal to 50% of any positive difference calculated by subtracting the Base Revenue ($16,000,000) for such calendar year from the Subordinated Note Earn-out Revenue (defined below) for such calendar year. |
b) |
The Subordinated Note Earn-out Revenue for any calendar year during the Subordinated Note Earn-out Period shall be the gross revenue generated by the centres related to the Tampa Acquisition during such calendar year. |
(17)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
c) |
If Subordinated Note Earn-out Revenue for any calendar year of the Subordinated Note Earn-out Period is less than or equal to $16,000,000, no Subordinated Note Earn-out shall be payable for such calendar year. |
d) |
The maximum aggregate amount of the Subordinated Note Earn-out that may be earned over the Subordinated Note Earn-out Period is $4,000,000. |
The value of Subordinated Note Earn-out has been estimated by management using a probability-weighted valuation technique; changes in the fair value of this liability are recognized in the condensed consolidated statements of operations and comprehensive income (loss). Management estimated the fair value of Subordinated Note Earn-out as at May 11, 2018 of $160,790 based on a discount rate of 8.75% and managements estimated probability-weighted range of Subordinated Note Earn-out Revenue during the Subordinated Note Earn-out Period (it is considered a Level 3 liability as described in note 13). The Subordinated Note Earn-out was revalued at $188,395 as at March 31, 2020 based on a discount rate of 8.75% and managements estimated probability-weighted range of Subordinated Note Earn-out Revenue during the Subordinated Note Earn-out Period and the change in fair value was recognized in financial instruments revaluation in the condensed consolidated statements of operations and comprehensive income (loss). As at March 31, 2020, the range of estimated undiscounted Subordinated Note Earn-out payable is between $nil and $218,183.
Payments and termination
Under the Subordinated Note agreement, prior to May 11, 2022 (the Maturity Date), the Company may repay, without penalty, all or any portion of the Subordinated Note Earn-out, and accrued but unpaid interest.
Restrictive covenants
The Subordinated Note agreement places certain limits on Akumin FLs ability to declare dividends or other distributions, incur liens or indebtedness, make investments, undertake mergers or reorganizations or dispose of assets outside the ordinary course of business.
Financial covenants
None.
Events of default
Events of default under the Subordinated Note agreement include failure to pay any Subordinated Note Earn-out, once earned, together with interest when due, defaults in complying with terms of the Subordinated Note agreement, and the occurrence of bankruptcy events relating to Akumin FL. The occurrence of an event of default would permit the Subordinated Note Lender to declare any Subordinated Note Earn-out, once earned, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.
Security
The Company has granted a security interest over all assets of Akumin FL as security for its obligations under the Subordinated Note. The Subordinated Note Earn-out is subordinate to the intercompany loan from the Company to Akumin FL.
The Company is in compliance with the terms of the Subordinated Note agreement as at March 31, 2020.
(18)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
10 |
Capital stock and warrants |
The authorized share capital of the Company consists of an unlimited number of voting common shares, with no par value.
Common shares | Warrants | RSUs | Total | |||||||||||||||||||||||||||||
Number |
Amount $ |
Number |
Amount $ |
Number |
Amount $ |
Number |
Amount $ |
|||||||||||||||||||||||||
January 1, 2019 |
62,371,275 | 123,746,423 | 1,249,512 | 1,742,910 | 1,120,656 | 2,671,147 | 64,741,443 | 128,160,480 | ||||||||||||||||||||||||
Issuance (i) |
6,250,000 | 23,437,500 | - | - | - | 1,559,418 | 6,250,000 | 24,996,918 | ||||||||||||||||||||||||
RSUs and warrants exercised |
1,219,653 | 4,813,632 | (436,497) | (569,733) | (783,156) | (2,932,753) | - | 1,311,146 | ||||||||||||||||||||||||
Warrants expired |
- | (288,015) | (438,798) | - | - | (288,015) | (438,798) | |||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
December 31, 2019 |
69,840,928 | 151,997,555 | 525,000 | 734,379 | 337,500 | 1,297,812 | 70,703,428 | 154,029,746 | ||||||||||||||||||||||||
Issuance (i) |
- | - | - | - | - | 14,138 | - | 14,138 | ||||||||||||||||||||||||
RSUs and warrants exercised |
285,000 | 1,077,100 | - | - | (285,000) | (1,077,100) | - | - | ||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
March 31, 2020 |
70,125,928 | 153,074,655 | 525,000 | 734,379 | 52,500 | 234,850 | 70,703,428 | 154,043,884 |
(i) |
RSU issuance amount includes stock-based compensation and costs related to RSUs during the period of the condensed consolidated financial statements. |
(19)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
a) |
During the three months ended March 31, 2019, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company: |
i) |
During March 2017, the Company issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants were scheduled to expire on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares. The remaining 180,495 warrants were exercised into common shares prior to expiry during the three months ended March 31, 2019. |
ii) |
The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were settled for common shares prior to March 31, 2019. |
b) |
During the three months ended March 31, 2020, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company: |
i) |
As at December 31, 2019, the Company had 337,500 RSUs outstanding. All of these RSUs vested between January 1, 2020 and March 12, 2020. 285,000 of these RSUs were settled for common shares on March 12, 2020 in accordance with the terms of the RSU Plan. As at March 31, 2020, the Company had 52,500 RSUs outstanding. |
The stock-based compensation related to RSUs, recognized in the condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2020 was $14,138 (2019 $469,807).
The stock-based compensation related to stock options, recognized in the condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2020, was $578,394 (2019 $547,806).
11 |
Commitments and contingencies |
The Company is party to various legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. With respect to these matters, the management evaluates the developments on a regular basis and accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. We believe that the amount or any estimable range of reasonably possible or probable loss will not, either individually or in the aggregate, have a material adverse effect on our business and condensed consolidated financial statements. However, the outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of managements expectations, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.
During Q1 2020 a pandemic relating to a novel coronavirus known as COVID-19 occurred causing significant financial market disruption and social dislocation. The pandemic is dynamic with various cities, counties, states and countries around the world responding in different ways to address and contain the outbreak, including the
(20)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
declaration of a global pandemic by the World Health Organization, a National State of Emergency in the United States and state and local executive orders and ordinances forcing the closure of non essential businesses and persons not employed in or using essential services to stay at home or shelter in place. At this stage, we have no certainty as to how long the pandemic, or a more limited epidemic, will last, what regions will be most effected or to what extent containment measures will be applied.
Imaging centers are healthcare facilities and as such are generally considered an essential service and expected to continue to operate during any epidemic or pandemic. However, there is potential that actions taken by government, or individual actions, in response to containment or avoidance of this coronavirus could impact a patients ability or decision to seek imaging services at a given time which could have a significant impact on volume at our imaging centers leading to temporary or prolonged staff layoffs, reduced hours, closures and other cost containment efforts. Further, there is potential that certain services which are not urgent and can be deferred without significant harm to a patients health may be delayed, either by the Company in response to local laws or good public health practice or voluntarily by the patient. In addition, there is potential that the outbreak of the coronavirus could impact supply chains, including the Companys supply of personal protective equipment, and lead to personnel shortages, each of which could impact the ability of the Company to safely perform imaging services. It is also possible that social distancing efforts and sanitization and decontamination procedures could cause delays in the performance of imaging services. Depending on the severity and duration of the COVID-19 pandemic, there is potential for the Company to incur incremental credit losses beyond what is currently expected and potential reduction in revenue and income and asset impairments.
12 |
Segmented financial information |
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. The Company has one reportable segment, which is outpatient diagnostic imaging services.
13 |
Risk management arising from financial instruments |
The carrying value of cash, accounts receivable, accounts payable and accrued liabilities and leases (current portion) approximates their fair value given their short-term nature.
The carrying value of the non-current portion of leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the condensed consolidated balance sheets and the normalized expected market rates of interest is insignificant. The estimated fair values of other non-current liabilities were as follows:
(21)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
March 31, 2020 $ |
December 31, 2019 $ |
|
||||||||
May 2019 loans payable |
371,859,800 | 360,596,500 | ||||||||
Wesley Chapel Loan payable |
1,410,700 | 1,483,830 | ||||||||
Subordinated notes earn-out |
188,395 | 184,485 | ||||||||
ADG Acquisition earn-out |
8,314,604 | 14,834,067 | ||||||||
Derivative financial instruments |
5,215,883 | 951,105 | ||||||||
|
|
|||||||||
|
386,989,382 |
|
378,049,987 | |||||||
|
|
Financial instruments recorded at fair value on the condensed consolidated balance sheets are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
|
Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities. As at March 31, 2020, the Company did not have any financial assets or liabilities measured at fair value under the Level 1 category. |
|
Level 2 inputs other than quoted prices included in Level 1 that are observable for the asset or liability; either directly (i.e., as prices) or indirectly (i.e., derived from prices). As at March 31, 2020, the derivative financial instruments were measured at fair value under the Level 2 category on recognition. They are subsequently remeasured at fair value under the Level 2 category. |
|
Level 3 inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
The May 2019 Loans, Wesley Chapel Loan, Subordinated Notes Earn-out and ADG Acquisition Earn-out were measured at fair value under the Level 3 category on recognition. The Subordinated Notes Earn-out and ADG Acquisition Earn-out are subsequently remeasured at fair value under the Level 3 category.
The following table summarizes information regarding the change in carrying value of the Companys financial instruments carried at fair value.
(22)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
Derivative
financial instruments $ |
Subordinated
Notes Earn-out $ |
ADG
Acquisition Earn-out $ |
||||||||||
January 1, 2019 |
(16,014) | 169,642 | - | |||||||||
Issuance |
- | - | 14,748,022 | |||||||||
Financial instruments revaluation loss (gain) |
||||||||||||
Realized |
- | - | - | |||||||||
Unrealized |
967,119 | 14,843 | 86,045 | |||||||||
|
|
|||||||||||
December 31, 2019 |
951,105 | 184,485 | 14,834,067 | |||||||||
Financial instruments revaluation loss (gain) |
||||||||||||
Realized |
- | - | - | |||||||||
Unrealized |
4,264,778 | 3,910 | (6,519,463) | |||||||||
|
|
|||||||||||
March 31, 2020 |
5,215,883 | 188,395 | 8,314,604 | |||||||||
|
|
There were no transfers between levels during the three months ended March 31, 2020 and the twelve months ended December 31, 2019. A transfer is made between levels during the period that a financial instrument meets the relevant criteria.
Financial instruments are classified into one of the following categories: amortized cost, fair value through profit or loss and fair value through other comprehensive income.
The following table summarizes information regarding the carrying value of the Companys financial instruments:
March 31, 2020 $ |
December 31, 2019 $ |
|
||||||||
Cash |
16,619,615 | 23,388,916 | ||||||||
Accounts receivable |
91,717,158 | 82,867,225 | ||||||||
|
|
|||||||||
Financial assets measured at amortized cost |
|
108,336,773 |
|
106,256,141 | ||||||
|
|
|||||||||
Accounts payable and accrued liabilities |
|
21,308,144 |
|
26,262,225 | ||||||
Short-term portion of senior loans payable |
3,710,796 | 3,705,952 | ||||||||
Short-term portion of leases |
10,905,124 | 11,066,293 | ||||||||
Long-term portion of senior loans payable |
339,741,545 | 336,276,370 | ||||||||
Long-term portion of leases |
133,448,038 | 126,399,101 | ||||||||
|
|
|||||||||
Financial liabilities measured at amortized cost |
|
509,113,647 |
|
503,709,941 | ||||||
|
|
|||||||||
Subordinated notes earn-out |
|
188,395 |
|
184,485 | ||||||
ADG Acquisition earn-out |
8,314,604 | 14,834,067 | ||||||||
Derivative financial instruments |
5,215,883 | 951,105 | ||||||||
|
|
|||||||||
Measured at fair value through profit or loss |
|
13,718,882 |
|
15,969,657 | ||||||
|
|
(23)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
14 |
Basic and diluted income per share |
Three-month | Three-month | |||||||
period ended | period ended | |||||||
March 31, | March 31, | |||||||
2020 | 2019 | |||||||
$ | $ | |||||||
Net income attributable to common shareholders |
2,236,003 | 2,783,915 | ||||||
Weighted average common shares outstanding |
||||||||
Basic |
69,903,565 | 62,422,856 | ||||||
Add: additional shares issuable upon exercise of employee stock options, warrants and restricted share units |
1,745,756 | 1,817,601 | ||||||
Diluted |
71,649,321 | 64,240,457 | ||||||
Net income per share |
||||||||
Basic and diluted |
0.03 | 0.04 |
15 |
Revenue information |
Three-month | Three-month | |||||||
period ended | period ended | |||||||
March 31, | March 31, | |||||||
2020 | 2019 | |||||||
$ | $ | |||||||
Commercial |
49,173,680 | 33,134,495 | ||||||
Medicare |
7,902,167 | 6,349,574 | ||||||
Medicaid |
1,969,914 | 1,738,790 | ||||||
Attorney |
6,165,452 | 1,261,756 | ||||||
Workers comp |
2,837,325 | 2,152,380 | ||||||
Other patient revenue |
2,588,863 | 2,318,231 | ||||||
|
|
|||||||
Service fees - net of allowances and discounts |
70,637,401 | 46,955,226 | ||||||
Other revenue (management and ancillary fees) |
624,672 | 595,962 | ||||||
|
|
|||||||
71,262,073 | 47,551,188 | |||||||
|
|
(24)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
16 |
Cost of operations, excluding depreciation and amortization |
Three-month
period ended March 31, 2020 $ |
Three-month
period ended March 31, 2019 $ |
|||||||
Employee compensation |
24,817,590 | 17,803,022 | ||||||
Reading fees |
10,923,737 | 6,986,767 | ||||||
Rent and utilities |
7,509,095 | 5,520,247 | ||||||
Third party services and professional fees |
6,291,258 | 3,552,581 | ||||||
Administrative |
3,884,360 | 2,711,322 | ||||||
Medical supplies and other |
2,926,792 | 1,814,873 | ||||||
|
|
|||||||
56,352,832 | 38,388,812 | |||||||
|
|
17 |
New accounting standards |
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Companys consolidated financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective.
ASU 2018-15, Intangibles Goodwill and Other Internal Use Software (Topic 350-40)
In August 2018, the FASB issued ASU 2018-15, Intangibles Goodwill and Other Internal-Use Software (Topic 350-40). The ASU is intended to improve the recognition and measurement of financial instruments. The new guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This ASU is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. For all other entities, this ASU is effective for annual reporting periods beginning after December 15, 2020. The Company is considered an Emerging Growth Company as classified by SEC, which gives the Company relief in the timing of implementation of this standard by allowing the private company timing for adoption. The Company continues to evaluate the impact of the standard on its consolidated financial statements.
(25)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
ASU 2016-13, Financial Instruments Credit Losses (Topic 326)
In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and related clarifying standards, which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to assess credit loss estimates. The ASU is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2022. The Company is considered an Emerging Growth Company as classified by SEC, which gives the Company relief in the timing of implementation of this standard by allowing the private company timing for adoption. The Company continues to evaluate the impact of the standard on its consolidated financial statements.
18 |
Subsequent events |
i) |
As at March 31, 2020, the Company had 52,500 RSUs outstanding. All of these RSUs vested between January 1, 2020 and March 12, 2020. 10,000 of these RSUs were settled for common shares on April 22, 2020 in accordance with the terms of the RSU Plan. |
ii) |
During May 2018, the Company had issued 525,000 warrants to purchase common shares on a 1:1 basis at an exercise price of $4.00 per common share. These warrants were not exercised into common shares and expired on May 2, 2020. |
iii) |
During April 2020, the Company received approximately $1 million under the first appropriation made by Health and Human Services (HHS) to Medicare providers pursuant to the CARES Act. Subsequently, in December 2020, the Company received an additional grant from the HHS of approximately $4 million. Additional grants may be available to the Company through subsequent appropriations under this program. Further, during April 2020, the Company received approximately $3 million of accelerated Medicare payments under the expanded Accelerated and Advance Payments Program from Centers for Medicare & Medicaid Service (CMS). These payments are required to be applied to claims beginning 120 days after their receipt in April through the adjudication of Medicare claims over a future period. |
iv) |
The credit agreement related to the May 2019 Loans was amended on June 2, 2020. Pursuant to this amendment, Akumins revolving credit facility has been increased from $50 million to $69 million. Any draw on the revolving credit facility above a principal amount of $50 million will require consent of lenders holding two-thirds of the outstanding principal of Term Loan B facility and lenders holding two-thirds of the outstanding principal of the other senior credit facilities. As at the time of the amendment, the Company had approximately $28.4 million drawn on its revolving credit facility. |
In addition, among other things, the amendment will adjust Akumins leverage and fixed charge ratios for the next four quarters providing the Company with greater flexibility in its financial ratio covenants. While no prepayment is required, if a prepayment is made on the Term Loan B facility, an additional payment
(26)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
equal to 2% of the amount prepaid will need to be paid at the time of prepayment within the next 12 months and equal to 1% of the amount prepaid within the subsequent 12 months.
v) |
On October 23, 2020, the Company paid $200,000 to completely settle the Subordinated Note Earn-out. |
vi) |
On November 2, 2020, the Company closed its previously announced offering of $400 million of aggregate principal amount of 7.00% senior secured notes due November 1, 2025 (the 2025 Senior Notes). The net proceeds from this offering were used to repay in full, in accordance with respective contracts, the Amended May 2019 Term Loans and Revolving Facility and the net derivative financial instrument liabilities and to pay related financing fees and expenses. The balance has been retained as cash. The 2025 Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by the Company and each of its direct or indirect wholly owned subsidiaries, including the Revenue Practices and the guarantors. |
vii) |
Concurrently with the closing of the 2025 Senior Notes, the Company entered into a new revolving credit agreement (the November 2020 Revolving Credit Agreement) with BBVA USA, as administrative and collateral agent to provide for a senior secured revolving credit facility in an aggregate principal amount of $55 million (the November 2020 Revolving Facility), with sub-limits for the issuance of letters of credit and for swingline loans. The November 2020 Revolving Facility is secured pari passu with the obligations under the 2025 Senior Notes. The November 2020 Revolving Facility will mature on the date that is five years after the issue date (the November 2020 Revolving Facility Maturity Date); provided that, if more than $50 million in aggregate principal amount of notes is outstanding on the date that is 181 days prior to the November 2020 Revolving Facility Maturity Date, then the November 2020 Revolving Facility Maturity Date shall instead be the date that is 181 days prior to the November 2020 Revolving Facility Maturity Date. |
The availability of borrowings under the November 2020 Revolving Facility is subject to customary terms and conditions.
viii) |
On November 2, 2020, the Company reached a settlement with the sellers of its Georgia business pursuant to the process contemplated by the purchase agreement for that business which valued the ADG Acquisition - Earn-out at approximately $9.4 million. In accordance with the terms of the purchase agreement between the parties, 50% of the value of ADG Acquisition - Earn-out (approximately $4.7 million) was paid within 5 business days after the value was finally determined and the balance is to be paid 6 months thereafter, in May 2021. |
ix) |
The Company announced on February 11, 2021 that it completed its private offering of $75 million aggregate principal amount of additional 7.00% senior secured notes due November 2025 (the New Notes). The New Notes were offered as additional notes under the same indenture as the previously issued 2025 Senior Notes and will be treated as a single series with the 2025 Senior Notes. |
The Company expects to use the net proceeds from this offering for future acquisitions, with any unused proceeds to be used for working capital and other general corporate purposes, which may include reducing debt. The New Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured
(27)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2020
(expressed in US dollars unless otherwise stated)
basis by each wholly owned subsidiary of the Company, including the Revenue Practices and the guarantors.
x) |
Effective March 1, 2021, the Company completed a common equity investment in an artificial intelligence business as part of a private placement offering for approximately $4.6 million. The target develops artificial intelligence aided software programs for use in medical businesses, including outpatient imaging services of the sort provided by the Company. As a result of the investment, a previous investment in a convertible note instrument issued by the target to the Company in May 2020 converted for common equity. The Companys total investment is estimated to be valued at approximately $8.0 million and represents a 34.5% interest in the target. In addition, the Company holds share purchase warrants which, subject to the occurrence of certain events, and the payment of approximately $0.4 million, would entitle the Company to acquire a further 2.4% interest in the targets common equity. |
xi) |
On March 9, 2021, the Board granted 645,000 RSUs and 70,000 options to certain employees and consultants of the Company pursuant to the Companys RSU plan and stock option plan, respectively, in connection with the Companys equity bonus awards. In addition, 84,032 RSUs were granted to non-executive directors of the Company as part of their 2021 compensation and 50,000 RSUs were awarded as part of a signing bonus to an executive who started with the Company on March 29, 2021. Subject to and in accordance with the terms of the RSU plan, 50% of the RSUs granted will vest and settle for common shares one year after the date of grant and the remaining 50% will vest and settle for common shares two years after the date of grant. Subject to and in accordance with the stock option plan, the options were granted with an exercise price of $3.58 per share, representing the 5-day volume weighted average price of the shares prior to the date of grant and an expiry date of 7 years after the date of grant. The options granted will vest as follows: 34% of the grant vest one year after the date of grant, 33% two years after the date of grant and the remaining 33% three years after the date of grant. |
(28)
Exhibit 99.8
Akumin Inc.
Condensed Consolidated
Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
Akumin Inc.
Table of Contents
Page | ||||
Condensed Consolidated Financial Statements (Unaudited) |
||||
Condensed Consolidated Balance Sheets |
1 | |||
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) |
2 | |||
Condensed Consolidated Statements of Changes in Equity |
3 | |||
Condensed Consolidated Statements of Cash Flows |
4 | |||
Notes to Condensed Consolidated Financial Statements |
5 31 |
Akumin Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(expressed in US dollars unless otherwise stated)
June 30, 2020 $ |
December 31, 2019 $ |
|||||||
Assets |
||||||||
Current assets |
||||||||
Cash |
28,075,346 | 23,388,916 | ||||||
Accounts receivable |
91,881,345 | 82,867,225 | ||||||
Prepaid expenses and other current assets |
1,365,397 | 3,927,949 | ||||||
121,322,088 | 110,184,090 | |||||||
Security deposits and other assets |
2,864,037 | 1,967,053 | ||||||
Property and equipment (note 5) |
78,321,619 | 75,938,590 | ||||||
Operating lease right-of-use assets (note 4) |
130,738,855 | 126,675,770 | ||||||
Goodwill |
360,603,613 | 358,802,534 | ||||||
Intangible assets |
8,077,902 | 9,432,480 | ||||||
Total assets |
701,928,114 | 683,000,517 | ||||||
Liabilities |
||||||||
Current liabilities |
||||||||
Accounts payable and accrued liabilities |
29,106,385 | 26,262,225 | ||||||
Finance lease liabilities (note 7) |
2,590,271 | 1,789,995 | ||||||
Operating lease liabilities (right-of-use) (notes 4 and 7) |
9,822,611 | 9,276,298 | ||||||
Senior loans payable (note 8) |
3,715,702 | 3,705,952 | ||||||
Earn-out liability (note 6) |
6,206,577 | 7,529,962 | ||||||
51,441,546 | 48,564,432 | |||||||
Finance lease liabilities (note 7) |
11,212,309 | 6,625,409 | ||||||
Operating lease liabilities (right-of-use) (notes 4 and 7) |
125,803,041 | 119,773,692 | ||||||
Senior loans payable (note 8) |
340,257,226 | 336,276,370 | ||||||
Derivative financial instruments (note 8) |
5,190,000 | 951,702 | ||||||
Subordinated notes payable earn-out (note 9) |
192,387 | 184,485 | ||||||
Earn-out liability (note 6) |
- | 7,304,105 | ||||||
Deferred tax liability |
6,245,205 | 6,256,820 | ||||||
Total liabilities |
540,341,714 | 525,937,015 | ||||||
Shareholders equity |
||||||||
Additional paid-in capital (common shares no par value, unlimited authorized number of shares, 70,178,428 and 69,840,928 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively) (note 10) | 160,039,156 | 158,881,120 | ||||||
Deficit |
(3,384,426) | (6,361,767) | ||||||
Equity attributable to shareholders of Akumin Inc. |
156,654,730 | 152,519,353 | ||||||
Non-controlling interests |
4,931,670 | 4,544,149 | ||||||
Total shareholders equity |
161,586,400 | 157,063,502 | ||||||
Total liabilities and shareholders equity |
701,928,114 | 683,000,517 |
Approved by the Board of Directors
(signed) Riadh Zine | Director | (signed) Tom Davies | Director |
The accompanying notes are an integral part of these condensed consolidated financial statements. |
(1) |
Akumin Inc.
Condensed Consolidated Statements of Operations and
Comprehensive Income (Loss)
(Unaudited)
(expressed in US dollars unless otherwise stated)
Three-month
$ |
Three-month
2019 $ |
Six-month
June 30, 2020 $ |
Six-month
June 30, 2019 $ |
|||||||||||||||||
Revenue | ||||||||||||||||||||
Service fees - net of allowances and discounts | 53,156,886 | 53,409,561 | 123,794,287 | 100,364,787 | ||||||||||||||||
Other revenue | 1,544,243 | 575,588 | 2,168,916 | 1,171,550 | ||||||||||||||||
54,701,129 | 53,985,149 | 125,963,203 | 101,536,337 | |||||||||||||||||
Operating expenses | ||||||||||||||||||||
Cost of operations, excluding depreciation and amortization | 41,336,512 | 41,682,064 | 97,689,344 | 80,070,874 | ||||||||||||||||
Depreciation and amortization | 5,171,501 | 3,525,336 | 10,158,197 | 6,659,064 | ||||||||||||||||
Stock-based compensation | 565,504 | 935,341 | 1,158,036 | 1,952,953 | ||||||||||||||||
Operational financial instruments revaluation and other (gains) losses | (1,697,179) | 140,070 | (7,964,086) | 181,582 | ||||||||||||||||
Total operating expenses | 45,376,338 | 46,282,811 | 101,041,491 | 88,864,473 | ||||||||||||||||
Income from operations | 9,324,791 | 7,702,338 | 24,921,712 | 12,671,864 | ||||||||||||||||
Other income and expenses | ||||||||||||||||||||
Interest expense | 8,014,070 | 3,617,103 | 15,476,811 | 5,492,566 | ||||||||||||||||
Other financial instruments revaluation and other (gains) losses | (96,173) | 835,182 | 4,166,643 | 851,061 | ||||||||||||||||
Settlement costs and other (recoveries) | 524,079 | (13,850) | 879,666 | (1,230,701) | ||||||||||||||||
Acquisition-related costs | 80,888 | 1,764,003 | 300,222 | 2,549,685 | ||||||||||||||||
Total other expenses (income) | 8,522,864 | 6,202,438 | 20,823,342 | 7,662,611 | ||||||||||||||||
Income (loss) before income taxes | 801,927 | 1,499,900 | 4,098,370 | 5,009,253 | ||||||||||||||||
Income tax provision (benefit) | (425,632) | 269,772 | 19,465 | 545,447 | ||||||||||||||||
Net income (loss) and comprehensive income (loss) for the period | 1,227,559 | 1,230,128 | 4,078,905 | 4,463,806 | ||||||||||||||||
Non-controlling interests | 486,221 | 543,613 | 1,101,564 | 993,376 | ||||||||||||||||
Net income (loss) attributable to common shareholders | 741,338 | 686,515 | 2,977,341 | 3,470,430 | ||||||||||||||||
Net income (loss) per share | ||||||||||||||||||||
Basic and diluted | 0.01 | 0.01 | 0.04 | 0.05 |
The accompanying notes are an integral part of these condensed consolidated financial statements. | (2) |
Akumin Inc.
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
(expressed in US dollars unless otherwise stated)
Additional
paid-in
$ |
Accumulated Deficit $ |
Non-controlling interest $ |
Total Shareholders equity $ |
|||||||||||||
Balance as at January 1, 2019 | 130,577,709 | (15,789,745) | 4,107,499 | 118,895,463 | ||||||||||||
Net income and comprehensive income | - | 3,470,430 | 993,376 | 4,463,806 | ||||||||||||
Issuance of common shares net of issuance costs Acquisition consideration | 23,437,500 | - | - | 23,437,500 | ||||||||||||
RSUs and Warrants exercised (note 10) | 1,311,146 | - | - | 1,311,146 | ||||||||||||
Stock-based compensation expense | 1,952,953 | - | - | 1,952,953 | ||||||||||||
Payment to non-controlling interests | - | - | (828,936) | (828,936) | ||||||||||||
Balance as at June 30, 2019 | 157,279,308 | (12,319,315) | 4,271,939 | 149,231,932 | ||||||||||||
Balance as at December 31, 2019 |
158,881,120 | (6,361,767) | 4,544,149 | 157,063,502 | ||||||||||||
Net income (loss) and comprehensive income (loss) | - | 2,977,341 | 1,101,564 | 4,078,905 | ||||||||||||
Stock-based compensation expense | 1,158,036 | - | - | 1,158,036 | ||||||||||||
Payment to non-controlling interests | - | - | (714,043) | (714,043) | ||||||||||||
Balance as at June 30, 2020 | 160,039,156 | (3,384,426) | 4,931,670 | 161,586,400 |
The accompanying notes are an integral part of these condensed consolidated financial statements. | (3) |
Akumin Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(expressed in US dollars unless otherwise stated)
Six-month period ended June 30, 2020 $ |
Six-month period ended June 30, 2019 $ |
|||||||
Cash flows provided by (used in) |
||||||||
Operating activities |
||||||||
Net income (loss) for the period |
4,078,905 | 4,463,806 | ||||||
Adjustments for |
||||||||
Depreciation and amortization |
10,158,197 | 6,659,064 | ||||||
Stock-based compensation |
1,158,036 | 1,952,953 | ||||||
Interest expense-accretion of debt and paid-in-kind interest |
2,223,238 | 440,780 | ||||||
Deferred income tax expense (benefit) |
(11,615) | - | ||||||
Financial instruments revaluation and other (gains) losses |
(3,797,443) | 1,032,643 | ||||||
Changes in operating assets and liabilities |
||||||||
Accounts receivable |
(9,014,119) | (10,961,209) | ||||||
Prepaid expenses, security deposits and other assets |
2,536,164 | (1,335,732) | ||||||
Accounts payable and accrued liabilities |
2,601,954 | 388,799 | ||||||
Operating lease liabilities and right-of-use assets |
2,592,688 | 1,069,637 | ||||||
12,526,005 | 3,710,741 | |||||||
Investing activities |
||||||||
Purchase of property and equipment and intangible assets |
(4,716,122) | (5,218,404) | ||||||
Business acquisitions net of cash acquired |
(3,198,634) | (190,095,758) | ||||||
Other investments |
(463,789) | - | ||||||
(8,378,545) | (195,314,162) | |||||||
Financing activities |
||||||||
Loan proceeds |
6,300,000 | 322,600,000 | ||||||
Loan repayments |
(1,850,569) | (112,081,293) | ||||||
Issuance costs loans |
(2,682,062) | (14,781,765) | ||||||
Finance leases principal payments |
(514,356) | (424,477) | ||||||
Subordinated notes |
- | (1,500,000) | ||||||
Common shares |
- | 1,311,146 | ||||||
Payment to non-controlling interests |
(714,043) | (828,936) | ||||||
538,970 | 194,294,675 | |||||||
Increase in cash during the period |
4,686,430 | 2,691,254 | ||||||
Cash Beginning of period |
23,388,916 | 19,326,412 | ||||||
Cash End of period |
28,075,346 | 22,017,666 | ||||||
Supplementary information |
||||||||
Interest expense paid |
13,313,537 | 5,141,445 | ||||||
Income taxes paid |
98,780 | 535,193 |
The accompanying notes are an integral part of these condensed consolidated financial statements. | (4) |
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
1 |
Presentation of condensed consolidated financial statements and nature of operations |
The operations of Akumin Inc. (Akumin or the Company) and its Subsidiaries (defined below) primarily consist of operating outpatient diagnostic imaging centres located in Delaware, Florida, Georgia, Illinois, Kansas, Pennsylvania and Texas. Substantially all of the centres operated by Akumin were obtained through acquisition. Related to its imaging centre operations, Akumin also operates a medical equipment business, SyncMed, LLC (SyncMed), which provides maintenance services to Akumins imaging centres in Illinois, Kansas and Texas and a billing and revenue cycle management business, as a division of Akumins wholly owned indirect subsidiary, Akumin Corp., which was previously operated by a subsidiary, Rev Flo Inc., which was merged into Akumin Corp. on December 31, 2018.
The services offered by the Company (through the Subsidiaries) include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, digital radiography (X-ray), fluoroscopy and other related procedures.
The Company has a diverse mix of payers, including private, managed care capitated and government payers.
The registered and Canadian head office of Akumin is located at 151 Bloor Street West, Suite 603, Toronto, Ontario, M5S 1S4. The United States head office is located at 8300 W. Sunrise Boulevard, Plantation, Florida, 33322. All operating activities are conducted through its wholly owned US subsidiary, Akumin Holdings Corp. and its wholly owned subsidiary, Akumin Corp. Akumin Corp. operates its business directly and through its key wholly owned direct and indirect subsidiaries, which include Akumin Florida Holdings, LLC, formerly known as Tri-State Imaging FL Holdings, LLC (FL Holdings), Akumin Imaging Texas, LLC, formerly known as Preferred Medical Imaging, LLC (PMI), SyncMed, Akumin FL, LLC (Akumin FL), Advanced Diagnostics Group, LLC (ADG), TIC Acquisition Holdings, LLC (TIC) and Akumin Health Illinois, LLC (Akumin IL) (collectively, the Subsidiaries), as well as through Delaware Open MRI Radiology Associates, LLC, Elite Imaging, LLC, Elite Radiology of Georgia, LLC, Jeanes Radiology Associates, LLC, Lebanon Diagnostic Imaging, LLC, Rittenhouse Imaging Center, LLC, Rose Radiology Centers, LLC and Wilkes-Barre Imaging, LLC (collectively, the Revenue Practices), all of which are located in the United States.
2 |
Basis of preparation |
The Company adopted the accounting principles generally accepted in the United States of America (GAAP) as the basis of preparation for the 2020 annual financial statements effective for the fiscal year-ended December 31, 2020. Previously, the Companys financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), for the period up to and including the 9-months ended September 30, 2020. On August 28, 2020, the Company filed a Form 40-F with the United States Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934. This filing resulted in the Company becoming an SEC Issuer for purposes of National Instrument 51-102 -- Continuous Disclosure Obligations and as such the Company is entitled to prepare and report its financial statements in GAAP as opposed to IFRS.
These condensed interim consolidated financial statements for the three and six month period ended June 30, 2020 have been prepared in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 270, Interim Reporting. The disclosures contained in these condensed interim consolidated financial statements in accordance with GAAP do not include all the requirements of GAAP for annual financial statements. The condensed interim consolidated financial statements should be read
(5)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
in conjunction with the audited consolidated financial statements for the year ended December 31, 2020. The condensed interim consolidated financial statements are based on accounting policies as described in the December 31, 2020 consolidated financial statements.
The condensed interim consolidated financial statements include all of the accounts of the Company, the Subsidiaries and the Revenue Practices. All intercompany transactions and balances have been eliminated on consolidation.
3 |
Variable interest entities |
In accordance with the FASBs ASC Topic 810, Consolidation, a reporting entity with a variable interest in another entity is required to include the assets and liabilities and revenue and expenses of that separate entity (i.e., consolidate with the financial statements of the reporting entity) when the variable interest is determined to be a controlling financial interest. Under ASC 810, a reporting entity is considered to have a controlling financial interest in a variable interest entity (VIE) if (1) the reporting entity has the power to direct the activities of the VIE that most significantly impacts its economic performance and (2) the reporting entity has the obligation to absorb losses of the VIE that could be potentially significant to the VIE.
As a result of the financial relationship established between the Company and the Revenue Practices through respective management service agreements, the Revenue Practices individually qualify as VIEs as the Company, which provides them non-medical, technical and administrative services, has the power to direct their respective activities and the obligation to absorb their gains and losses. As a result, the Company is considered the primary beneficiary of the Revenue Practices, and accordingly, the assets and liabilities and revenue and expenses of the Revenue Practices are included in these condensed consolidated financial statements. The following information excludes any intercompany transactions and costs allocated by the Company to the Revenue Practices. The Revenue Practices assets and liabilities included in the Companys consolidated balance sheets as at June 30, 2020 were $60.7 million (2019 $58.7 million) and $2.4 million (2019 $nil), respectively. The assets of the Revenue Practices can only be used to settle their obligations. During the six month period ended June 30, 2020, the Revenue Practices net revenue was $70.5 million (2019 $68.3 million) and the net contribution to the Companys cash flow from operations was $63.8 million (2019 $46.4 million).
The Company has a variable interest in a single purpose entity in Texas which operates an imaging center. The Company also has a variable interest in certain operations of an imaging center of another Texas entity. In both cases, the Company is not a primary beneficiary of the variable interest since it does not have any equity ownership in these entities nor does it have the power to direct the activities of either of these entities that most significantly impact the entities economic performance. Rather, in both cases, the Company is entitled to a management fee based upon written agreements in exchange for certain agreed upon management services. The assets and liabilities and revenue and expenses of these entities are not included in the consolidated financial statements of the Company.
4 |
Business combinations |
i) |
On January 1, 2020, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Coral Springs, Florida, for cash consideration of approximately $2.1 million (Coral Springs Acquisition). In accordance with the transaction agreement, $100,000 of this purchase price |
(6)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
(Holdback Fund) was withheld as security for indemnity obligations and was released to the seller during June 2020. This asset acquisition was considered a business combination. The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows: |
$ | ||||
Assets acquired |
||||
Current assets |
||||
Prepaid expenses |
32,961 | |||
Non-current assets |
||||
Security deposits |
368,601 | |||
Property and equipment |
412,400 | |||
Operating lease right-of-use assets |
2,427,618 | |||
3,241,580 | ||||
Liabilities assumed |
||||
Non-current liabilities |
||||
Operating lease liabilities (right-of-use) |
2,427,618 | |||
Net assets acquired |
813,962 | |||
Goodwill |
1,274,764 | |||
Purchase price |
2,088,726 |
This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Companys expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Companys condensed consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $1.5 million and income before tax of approximately $0.3 million to the Companys consolidated results for the six months ended June 30, 2020.
ii) |
On January 1, 2020, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Crystal Lake, Illinois, for cash consideration of approximately $1.2 million (Crystal Lake Acquisition). In accordance with the transaction agreement, $60,000 of this purchase price (Holdback Fund) was withheld as security for indemnity obligations and was released to the seller during June 2020. This asset acquisition was considered a business combination. The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows: |
(7)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
$ | ||||
Assets acquired |
||||
Non-current assets |
||||
Security deposits |
5,799 | |||
Property and equipment |
820,000 | |||
Operating lease right-of-use assets |
554,830 | |||
1,380,629 | ||||
Liabilities assumed |
||||
Non-current liabilities |
||||
Operating lease liabilities (right-of-use) |
554,830 | |||
Net assets acquired |
825,799 | |||
Goodwill |
400,000 | |||
Purchase price |
1,225,799 |
This acquisition was an opportunity for the Company to increase its presence in Illinois. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Companys expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Companys condensed consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $0.5 million and income before tax of approximately $96 thousand to the Companys consolidated results for the six months ended June 30, 2020.
iii) |
On August 16, 2019, the Company acquired, through a subsidiary, five outpatient diagnostic imaging centres in El Paso, Texas, for cash consideration of $11 million (El Paso Acquisition). The cash purchase price was decreased during 2020 by approximately $16 thousand due to working capital adjustments in accordance with the purchase agreement. The Company has made a fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows. The intangible assets consist of the trade name and covenants not to compete. |
(8)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
2020 | 2019 | |||||||||||
$ | $ | |||||||||||
Assets acquired |
||||||||||||
Current assets |
||||||||||||
Accounts receivable |
1,275,726 | 1,275,726 | ||||||||||
Prepaid expenses |
19,789 | 19,789 | ||||||||||
|
|
|
|
|||||||||
|
1,295,515 | 1,295,515 | ||||||||||
Non-current assets |
||||||||||||
Property and equipment |
3,922,481 | 3,922,481 | ||||||||||
Operating lease right-of-use assets |
3,683,989 | 3,683,989 | ||||||||||
Intangible assets |
720,000 | 720,000 | ||||||||||
|
|
|
|
|||||||||
9,621,985 | 9,621,985 | |||||||||||
|
|
|
|
|||||||||
Liabilities assumed |
||||||||||||
Current liabilities |
||||||||||||
Accounts payable and accrued liabilities |
1,174,040 | 1,024,631 | ||||||||||
Non-current liabilities |
||||||||||||
Operating lease liabilities (right-of-use) |
3,683,989 | 3,683,989 | ||||||||||
|
|
|
|
|||||||||
4,858,029 | 4,708,620 | |||||||||||
|
|
|
|
|||||||||
Net assets acquired |
4,763,956 | 4,913,365 | ||||||||||
Goodwill |
6,220,153 | 6,086,635 | ||||||||||
|
|
|
|
|||||||||
Purchase price |
10,984,109 | 11,000,000 | ||||||||||
|
|
|
|
iv) |
On October 4, 2019, the Company acquired, through a subsidiary, three outpatient diagnostic imaging centres in West Palm Beach, Florida, for cash consideration of approximately $18 million (West Palm Beach Acquisition). The cash purchase price was decreased during 2020 by approximately $0.1 million due to working capital adjustments in accordance with the purchase agreement. The Company has made a fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows. The intangible assets consist of the trade name and covenants not to compete. |
(9)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
2020 | 2019 | |||||||||||
$ | $ | |||||||||||
Assets acquired |
||||||||||||
Current assets |
||||||||||||
Accounts receivable |
2,085,491 | 2,085,491 | ||||||||||
Prepaid expenses |
90,454 | 90,454 | ||||||||||
|
|
|
|
|||||||||
2,175,945 | 2,175,945 | |||||||||||
Non-current assets |
||||||||||||
Security deposits |
9,000 | 9,000 | ||||||||||
Property and equipment |
2,432,234 | 2,432,234 | ||||||||||
Operating lease right-of-use assets |
13,625,521 | 13,625,521 | ||||||||||
Intangible assets |
1,080,000 | 1,080,000 | ||||||||||
|
|
|
|
|||||||||
19,322,700 | 19,322,700 | |||||||||||
|
|
|
|
|||||||||
Liabilities assumed |
||||||||||||
Current liabilities |
||||||||||||
Accounts payable and accrued liabilities |
1,404,268 | 1,311,471 | ||||||||||
Non-current liabilities |
||||||||||||
Finance leases |
587,434 | 587,434 | ||||||||||
Operating lease liabilities (right-of-use) |
13,625,521 | 13,625,521 | ||||||||||
|
|
|
|
|||||||||
15,617,223 | 15,524,426 | |||||||||||
|
|
|
|
|||||||||
Net assets acquired |
3,705,477 | 3,798,274 | ||||||||||
Goodwill |
14,064,109 | 14,071,312 | ||||||||||
|
|
|
|
|||||||||
Purchase price |
17,769,586 | 17,869,586 | ||||||||||
|
|
|
|
5 |
Property and equipment |
June 30, 2020 $ |
December 31, 2019 $ |
|||||||||||
Medical equipment |
80,502,773 | 75,665,771 | ||||||||||
Equipment under finance leases |
20,501,658 | 14,971,916 | ||||||||||
Leasehold improvements |
17,551,314 | 17,393,839 | ||||||||||
Furniture and fixtures |
1,148,665 | 1,088,236 | ||||||||||
Office equipment |
211,032 | 214,612 | ||||||||||
Computer equipment |
240,919 | 194,770 | ||||||||||
Total property and equipment cost |
120,156,361 | 109,529,144 | ||||||||||
Less: Accumulated depreciation |
(41,834,742) | (33,590,554) | ||||||||||
Total property and equipment net |
78,321,619 | 75,938,590 |
As at June 30, 2020, the equipment under finance leases had a net book value of $13,649,432 (2019 - $9,404,765). Depreciation expense for the three and six months ended June 30, 2020 was $4,500,783 and $8,798,208, respectively (2019 $3,274,858 and $6,152,233). As part of ongoing operations, during the three
(10)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
and six months ended June 30, 2020, the Company had net disposals of $414,848 and $780,905, respectively (2019 $nil and $98,162). The loss on these disposals is included in the condensed consolidated statements of operations and comprehensive income (loss) in the expense category financial instruments revaluation and other gains (losses).
6 |
Earn-out liability (ADG Acquisition) |
June 30, 2020 $ |
December 31, 2019 $ |
|||||||
ADG Acquisition earn-out |
6,206,577 | 14,834,067 | ||||||
Less: Current portion of ADG Acquisition earn-out |
(6,206,577 | ) | (7,529,962 | ) | ||||
Non-current portion of ADG Acquisition earn-out |
- | 7,304,105 |
A portion of the purchase price payable in respect of the ADG Acquisitions in 2019, specifically for SFL Radiology Holdings, LLC (Georgia business), is subject to an earn-out (the ADG Acquisition earn-out liability) based on its annualized revenues earned in the first two quarters of 2020 less certain costs including certain operating expenses, capital expenditures and incremental working capital. In accordance with the purchase agreement, 50% of this liability is expected to be settled in the latter half of 2020 and the balance in the first half of 2021.
The value of the ADG Acquisition earn-out liability was estimated by management using a probability weighted valuation technique related to information including revenue and operating expenses; changes in the fair value of this liability are recognized in the consolidated statements of operations and comprehensive income (loss). Management estimated the fair value of the ADG Acquisition earn-out liability as at May 31, 2019 at approximately $15 million based on a discount rate of approximately 7% and managements estimated probability weighted range of the ADG Acquisition earn-out liability (it is considered a Level 3 liability as described in note 13). An increase in the discount rate by 1.0% point decreased the value of this liability by about $0.2 million and vice versa. Subsequently, the ADG Acquisition earn-out liability estimate was revalued at approximately $15 million as at December 31, 2019 and at approximately $8 million as at March 31, 2020 and the respective changes in fair value were recognized in financial instruments revaluation in the related consolidated statements of operations and comprehensive income (loss). The ADG Acquisition earn-out liability estimate has been revalued at approximately $6 million as at June 30, 2020 and the change in fair value was recognized in financial instruments revaluation in the condensed consolidated statements of operations and comprehensive income (loss). The final value of the ADG Acquisition earn-out is subject to review by the sellers of the Georgia business in accordance with the terms of the purchase agreement between the parties.
7 |
Lease liabilities |
Finance
The information pertaining to finance lease liabilities on the consolidated balance sheet is as follows:
(11)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
June 30, | December 31, | |||||||
2020 $ |
2019 $ |
|||||||
Finance lease liabilities |
13,802,580 | 8,415,404 | ||||||
Less: Current portion of finance lease liabilities |
(2,590,271 | ) | (1,789,995 | ) | ||||
Non-current portion of finance lease liabilities |
11,212,309 | 6,625,409 |
The components of finance lease cost recognized in the consolidated statement of operations and comprehensive income (loss) are as follows:
Three-month | Three-month | Six-month | Six-month | |||||||||||||
period ended | period ended | period ended | period ended | |||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
2020 $ |
2019 $ |
2020 $ |
2019 $ |
|||||||||||||
Amortization expense for equipment under finance leases |
821,997 | 343,404 | 1,489,013 | 689,921 | ||||||||||||
Interest expense on finance lease liabilities |
167,211 | 56,019 | 296,453 | 116,282 | ||||||||||||
Finance lease cost |
989,208 | 399,423 | 1,785,466 | 806,203 |
Undiscounted cash flows for finance leases recorded in the consolidated balance sheets were as follows at June 30, 2020.
$ | ||||||||
July 1 to December 31, 2020 |
1,599,580 | |||||||
2021 |
3,282,145 | |||||||
2022 |
3,206,427 | |||||||
2023 |
2,777,250 | |||||||
2024 |
2,257,400 | |||||||
Thereafter |
2,461,808 | |||||||
Total minimum lease payments |
15,584,610 | |||||||
Less: Amount of lease payments representing interest |
(1,782,030 | ) | ||||||
Present value of future minimum lease payments |
13,802,580 | |||||||
Less: Current portion of finance lease liabilities |
(2,590,271 | ) | ||||||
Non-current finance lease liabilities |
11,212,309 |
The lease term and discount rates are as follows:
(12)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
June 30, | December 31, | |||||||
2020 | 2019 | |||||||
Weighted average remaining lease term-finance leases (years) |
5.0 | 4.8 | ||||||
Weighted average discount rate-finance leases |
4.8% | 5.1% |
Supplemental cash flow information related to finance leases is as follows:
Six-month | Six-month | |||||||
period ended | period ended | |||||||
June 30, | June 30, | |||||||
2020 $ |
2019 $ |
|||||||
Operating cash flows from finance leases |
296,453 | 116,282 | ||||||
Financing cash flows from finance leases |
514,356 | 424,477 | ||||||
Right-of-use assets obtained in exchange for finance lease obligations |
5,863,076 | 58,000 |
Operating
The information pertaining to operating lease liabilities on the consolidated balance sheet is as follows:
June 30, | December 31, | |||||||
2020 $ |
2019 $ |
|||||||
Operating lease liabilities |
135,625,652 | 129,049,990 | ||||||
Less: Current portion of operating lease liabilities |
(9,822,611 | ) | (9,276,298 | ) | ||||
Non-current portion of operating lease liabilities |
125,803,041 | 119,773,692 |
The components of operating lease cost recognized in the consolidated statement of operations and comprehensive income (loss) are as follows:
Three-month | Three-month | Six-month | Six-month | |||||||||||||
period ended | period ended | period ended | period ended | |||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
2020 $ |
2019 $ |
2020 $ |
2019 $ |
|||||||||||||
Operating lease cost |
5,144,113 | 4,185,129 | 10,347,258 | 8,175,172 | ||||||||||||
Variable lease cost |
1,924,190 | 882,688 | 2,988,006 | 1,522,704 | ||||||||||||
Short-term lease cost |
73,140 | 11,233 | 125,707 | 20,922 | ||||||||||||
Total operating lease cost |
7,141,443 | 5,079,050 | 13,460,971 | 9,718,798 |
Undiscounted cash flows for operating leases recorded in the consolidated balance sheets were as follows at June 30, 2020.
(13)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
$ | ||||||||
July 1 to December 31, 2020 |
9,607,178 | |||||||
2021 |
18,619,427 | |||||||
2022 |
17,685,817 | |||||||
2023 |
16,949,179 | |||||||
2024 |
16,050,511 | |||||||
Thereafter |
152,730,934 | |||||||
Total minimum lease payments |
231,643,046 | |||||||
Less: Amount of lease payments representing interest |
(96,017,394 | ) | ||||||
Present value of future minimum lease payments |
135,625,652 | |||||||
Less: Current portion of operating lease liabilities |
(9,822,611 | ) | ||||||
Non-current operating lease liabilities |
125,803,041 |
The lease term and discount rates are as follows:
June 30, | December 31, | |||||||
2020 | 2019 | |||||||
Weighted average remaining lease term-operating leases (years) |
12.9 | 14.1 | ||||||
Weighted average discount rate-operating leases |
7.5% | 7.1% |
Supplemental cash flow information related to operating leases is as follows:
Six-month | Six-month | |||||||
period ended | period ended | |||||||
June 30, | June 30, | |||||||
2020 $ |
2019 $ |
|||||||
Operating cash flows from operating leases |
7,754,570 | 7,105,535 | ||||||
Right-of-use assets obtained in exchange for operating lease obligations |
11,570,328 | 129,043,317 |
8 |
Senior loans payable |
The Amended May 2019 Loans and Wesley Chapel Loan are collectively referred to as the Senior Loans.
The minimum annual principal payments with respect to the Senior Loans (face value) as at June 30, 2020 are as follows:
$ | ||||||||
July 1, 2020 to December 31, 2020 |
1,855,383 | |||||||
2021 |
5,045,698 | |||||||
2022 |
6,881,454 | |||||||
2023 |
7,246,356 | |||||||
2024 |
341,871,780 | |||||||
362,900,671 |
(14)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
Amended May 2019 Loans
On June 2, 2020, the Company entered into an amendment to its senior credit agreement which amended the credit agreement signed effective May 31, 2019 (such amended credit agreement, the Amended May 2019 Credit Agreement). Under the terms of the Amended May 2019 Credit Agreement, the Company received in May 2019 a term loan A and term loan B (Term Loan A, Term Loan B and collectively, Term Loans) of $66,000,000 and $266,000,000, respectively (face value) and a revolving credit facility of $50,000,000, which was increased to $69,000,000 on June 2, 2020 (the Revolving Facility, and together with the Term Loans, the Amended May 2019 Loans). In addition, among other things, the amendment adjusted Akumins leverage and fixed charge ratios for the four quarters ended March 31, 2021, providing the Company with greater flexibility in its financial ratio covenants. Sixteen million dollars of the Term Loan A was subject to a delayed draw, which was drawn by the Company in October 2019 to partly finance the West Palm Beach Acquisition. The term of the Amended May 2019 Loans is five years from May 31, 2019. The Amended May 2019 Loans can be increased by an additional $100,000,000 subject to certain conditions. The proceeds of the Term Loans were used during 2019 to settle the Syndicated Loans for $112,482,181, the principal outstanding under Subordinated Note and related accrued and unpaid interest for $1,596,250, partly finance the ADG Acquisitions and Deltona Acquisition in May 2019 and pay related debt issuance costs. On May 31, 2019, management determined the fair value of the Amended May 2019 Loans to be their face value of $319,300,000 net of debt issuance costs of approximately $14.8 million and a debt modification accounting adjustment of approximately $1.0 million related to the settlement of the Syndicated Loans. The fair value of the Amended May 2019 Loans was determined based on managements estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 13). As at December 31, 2019, the Amended May 2019 Loans had a balance of approximately, $338.5 million. In June 2020, the amendment costs related to the Amended May 2019 Credit Agreement were netted against the balance of the Amended May 2019 Loans. The above-noted amendment to the senior credit agreement in June 2020 was considered debt modification for accounting purposes. As at June 30, 2020, the Amended May 2019 Loans had an amortized cost balance of approximately, $342.7 million.
June 30, 2020 $ |
December 31, 2019 $ |
|||||||
Term Loan A and Revolving Facility |
93,794,000 | 87,824,000 | ||||||
Term Loan B |
248,913,015 | 250,710,995 | ||||||
Less: Current portion |
(3,320,000 | ) | (3,320,000 | ) | ||||
339,387,015 | 335,214,995 |
Subject to the provisions described below, the minimum annual principal payments with respect to the Amended May 2019 Loans (face value) are as follows.
(15)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
a) |
Term Loan A and Revolving Facility |
$ | ||||||||
July 1, 2020 to December 31, 2020 |
330,000 | |||||||
2021 |
1,980,000 | |||||||
2022 |
3,795,000 | |||||||
2023 |
4,290,000 | |||||||
2024 |
83,399,000 | |||||||
93,794,000 |
b) |
Term Loan B |
$ | ||||||||
July 1, 2020 to December 31, 2020 |
1,330,000 | |||||||
2021 |
2,660,000 | |||||||
2022 |
2,660,000 | |||||||
2023 |
2,660,000 | |||||||
2024 |
258,472,780 | |||||||
267,782,780 |
Effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans (which were settled in 2019). The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000,000 as at November 14, 2018). The termination date of this arrangement is August 31, 2021. The cost of this derivative financial instrument was $155,000. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. The fair value of this derivative as determined by the financial institution as at June 30, 2020 represented an asset to the Company of $43 (2019 - $597).
In addition, effective July 31, 2019, the Company entered into a derivative financial instrument, an interest rate collar contract (further amended in November 2019 and February 2020), with a financial institution in order to mitigate interest rate risk under the variable interest rate Term Loans. This derivative financial instrument has an underlying notional amount of 100% of the face value of Term Loan B ($266,000,000 as at July 31, 2019) and a termination date of July 31, 2022 with (i) a cap rate of 3.00% (LIBOR) per annum, and (ii) a floor rate of 1.1475% (LIBOR) per annum. There was no upfront cost of this derivative financial instrument. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. The fair value of this derivative as determined by the Company as at June 30, 2020 represented a liability to the Company of $5,190,000 (2019 - $951,702).
Changes in the fair value of these derivatives are recognized in the condensed consolidated statements of operations and comprehensive income (loss) in the line Financial instruments revaluation and other (gains) losses. During the six-month period ended June 30, 2020, the Company incurred interest expense of $429,611 (2019 - $nil) with respect to the derivative financial instrument that was entered into in July 2019. The interest expense was paid on a monthly basis.
(16)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
The Amended May 2019 Credit Agreement provides for the following (capitalized terms used below in this note and not defined elsewhere in these notes have the respective meanings given to them in the Amended May 2019 Credit Agreement):
· |
Interest |
The interest rates payable on the Amended May 2019 Loans are as follows: (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount at one-month LIBOR plus Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount at the Base Rate (the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate and (c) Eurodollar Rate plus 1.0%) plus Applicable Rate. As part of the amendments on June 2, 2020, an additional paid-in-kind interest accrues on the outstanding Term B Loans from time to time, which interest rate shall be (i) 2.00% per annum from June 2, 2020 to March 31, 2021, and (ii) thereafter the applicable percentage per annum will be determined by reference to the leverage ratio thresholds in the Amended May 2019 Credit Agreement. All advances under the Amended May 2019 Loans are currently classified as Eurodollar Rate Loans. The annualized effective interest rate under the Amended May 2019 Credit Agreement as at June 30, 2020 was approximately 7.3% per annum (June 30, 2019 7.7%). With respect to interest rate sensitivity as at June 30, 2020, a 1% increase in variable interest rates would have increased interest expense for the six-month period ended June 30, 2020 by approximately $0.3 million (2019 $0.3 million).
· |
Payments |
The minimum principal payment schedule for the Amended May 2019 Loans is noted herein.
· |
Termination |
The termination date of the Amended May 2019 Loans is the earliest of (i) May 31, 2024 and (ii) the date on which the obligations become due and payable pursuant to the Amended May 2019 Credit Agreement.
· |
Restrictive covenants |
In addition to certain covenants, the Amended May 2019 Credit Agreement places limits on the Companys ability to declare dividends or redeem or repurchase capital stock (including options or warrants), prepay, redeem or purchase debt, incur liens and engage in sale-leaseback transactions, make loans and investments, incur additional indebtedness, amend or otherwise alter debt and other material agreements, engage in mergers, acquisitions, capital expenditures and asset sales, enter into transactions with affiliates and alter the business the Company and the Subsidiaries currently conduct.
· |
Financial covenants |
The Amended May 2019 Credit Agreement contains financial covenants including certain leverage ratios and a limit on annual capital expenditures.
(17)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
The Company is in compliance with the financial covenants and has no events of default under the Amended May 2019 Credit Agreement as at June 30, 2020.
· |
Events of default |
In addition to the above noted financial covenants, events of default under the Amended May 2019 Credit Agreement include, among others, failure to pay principal of or interest on any Amended May 2019 Loans when due, failure to pay any fee or other amount due within two days after the same comes due, failure of any loan party to comply with any covenants or agreements in the loan documents (subject to applicable grace periods and/or notice requirements), a representation or warranty contained in the loan documents is incorrect or misleading when made, events of bankruptcy and a change of control. The occurrence of an event of default would permit the lenders under the Amended May 2019 Credit Agreement to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.
· |
Security |
The Company has, subject to limited exceptions, granted general security over all assets of the Company and the Subsidiaries in connection with the Amended May 2019 Loans.
Wesley Chapel Loan
As part of the Rose Acquisition in 2018, the Company, through a subsidiary, assumed a senior secured loan (Wesley Chapel Loan) of $2,000,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related development for a new clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023 and has monthly repayments of $37,742. The Wesley Chapel Loan was recognized at fair value of $1,908,456 on August 15, 2018 using an effective interest rate. The fair value was determined based on managements estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 13). As at June 30, 2020, the Wesley Chapel Loan had an amortized cost balance of approximately, $1.3 million.
June 30, 2020 $ |
December 31, 2019 $ |
|||||||
Wesley Chapel Loan |
1,265,913 | 1,447,327 | ||||||
Less: Current portion |
(395,702 | ) | (385,952 | ) | ||||
870,211 | 1,061,375 |
Subject to the provisions described below, the minimum annual principal payments with respect to the Wesley Chapel Loan (face value) are as follows:
(18)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
$ | ||||
July 1, 2020 to March 31, 2020 |
195,383 | |||
2021 |
405,698 | |||
2022 |
426,454 | |||
2023 |
296,356 | |||
1,323,891 |
The Wesley Chapel Loan provides for the following terms:
· |
Interest |
5.0%.
· |
Payments |
Monthly payments (principal and interest) of $37,742. The minimum principal payment schedule for the Wesley Chapel Loan is noted herein.
· |
Termination |
August 15, 2023.
· |
Restrictive covenants |
In addition to certain covenants, the Wesley Chapel Loan limits the Companys ability to dispose of the assets of Akumin Corp., which is the guarantor to the Wesley Chapel Loan.
· |
Financial covenants |
None.
· |
Events of default |
Events of default under the Wesley Chapel Loan include, among others, failure to repay the Wesley Chapel Loan in full at maturity, or to pay any other sum due hereunder within ten days of the date when the payment is due, events of insolvency or disposition of all or substantially all of the assets related to the Rose Acquisition. The occurrence of an event of default would permit the lender to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.
The Company has no events of default under the Wesley Chapel Loan as at June 30, 2020.
· |
Security |
The Company has granted first security interest to the lender over the equipment and leasehold improvements acquired using the proceeds of the Wesley Chapel Loan.
(19)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
9 |
Subordinated notes payable earn-out |
June 30, 2020 $ |
December 31, 2019 $ |
|||||||
Subordinated note earn-out |
192,387 | 184,485 |
As part of the Tampa Acquisition, Akumin FL entered into a subordinated 6% note and security agreement with the sellers secured lender on May 11, 2018 (the Subordinated Note and Subordinated Note Lender, respectively) with a face value of $1,500,000 and a term of four years. The Subordinated Note was recognized at fair value of $1,490,932 on May 11, 2018 using an effective interest rate. The fair value was determined based on managements estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 13).
In accordance with the terms of the Subordinated Note, the Company used part of the proceeds of the Term Loans to settle the principal outstanding under the Subordinated Note on May 31, 2019, together with accrued and unpaid interest, for $1,596,250 (face value of $1,500,000 and accrued interest of $96,250). The Company also recorded a fair value loss of $6,830 on the extinguishment of the Subordinated Note, which was reflected in the 2019 consolidated statements of operations and comprehensive income (loss).
According to the Subordinated Note, the Company is subject to an earn-out liability (Subordinated Note Earn-out) of up to $4.0 million during the three-calendar year period beginning on January 1, 2019 and ending on December 31, 2021 (the Subordinated Note Earn-out Period), subject to the satisfaction of certain revenue-based milestones, as follows:
a) |
The Subordinated Note Earn-out for any given calendar year during the Subordinated Note Earn-out Period shall be equal to 50% of any positive difference calculated by subtracting the Base Revenue ($16,000,000) for such calendar year from the Subordinated Note Earn-out Revenue (defined below) for such calendar year. |
b) |
The Subordinated Note Earn-out Revenue for any calendar year during the Subordinated Note Earn-out Period shall be the gross revenue generated by the centres related to the Tampa Acquisition during such calendar year. |
c) |
If Subordinated Note Earn-out Revenue for any calendar year of the Subordinated Note Earn-out Period is less than or equal to $16,000,000, no Subordinated Note Earn-out shall be payable for such calendar year. |
d) |
The maximum aggregate amount of the Subordinated Note Earn-out that may be earned over the Subordinated Note Earn-out Period is $4,000,000. |
The value of Subordinated Note Earn-out has been estimated by management using a probability-weighted valuation technique; changes in the fair value of this liability are recognized in the condensed consolidated statements of operations and comprehensive income (loss). Management estimated the fair value of Subordinated Note Earn-out as at May 11, 2018 of $160,790 based on a discount rate of 8.75% and managements estimated probability-weighted range of Subordinated Note Earn-out Revenue during the Subordinated Note Earn-out Period (it is considered a Level 3 liability as described in note 13). The
(20)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
Subordinated Note Earn-out was revalued at $192,387 as at June 30, 2020 based on a discount rate of 8.75% and managements estimated probability-weighted range of Subordinated Note Earn-out Revenue during the Subordinated Note Earn-out Period and the change in fair value was recognized in financial instruments revaluation in the condensed consolidated statements of operations and comprehensive income (loss). As at June 30, 2020, the range of estimated undiscounted Subordinated Note Earn-out payable is between $nil and $218,183.
Payments and termination
Under the Subordinated Note agreement, prior to May 11, 2022 (the Maturity Date), the Company may repay, without penalty, all or any portion of the Subordinated Note Earn-out, and accrued but unpaid interest.
Restrictive covenants
The Subordinated Note agreement places certain limits on Akumin FLs ability to declare dividends or other distributions, incur liens or indebtedness, make investments, undertake mergers or reorganizations or dispose of assets outside the ordinary course of business.
Financial covenants
None.
Events of default
Events of default under the Subordinated Note agreement include failure to pay any Subordinated Note Earn-out, once earned, together with interest when due, defaults in complying with terms of the Subordinated Note agreement, and the occurrence of bankruptcy events relating to Akumin FL. The occurrence of an event of default would permit the Subordinated Note Lender to declare any Subordinated Note Earn-out, once earned, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.
Security
The Company has granted a security interest over all assets of Akumin FL as security for its obligations under the Subordinated Note. The Subordinated Note Earn-out is subordinate to the intercompany loan from the Company to Akumin FL.
The Company is in compliance with the terms of the Subordinated Note agreement as at June 30, 2020.
(21)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
10 |
Capital stock and warrants |
The authorized share capital of the Company consists of an unlimited number of voting common shares, with no par value.
Common shares | Warrants | RSUs | Total | |||||||||||||||||||||||||||||
Number |
Amount $ |
Number |
Amount $ |
Number |
Amount $ |
Number |
Amount $ |
|||||||||||||||||||||||||
January 1, 2019 |
62,371,275 | 123,746,423 | 1,249,512 | 1,742,910 | 1,120,656 | 2,671,147 | 64,741,443 | 128,160,480 | ||||||||||||||||||||||||
Issuance (i) |
6,250,000 | 23,437,500 | - | - | - | 1,559,418 | 6,250,000 | 24,996,918 | ||||||||||||||||||||||||
RSUs and warrants exercised |
1,219,653 | 4,813,632 | (436,497) | (569,733) | (783,156) | (2,932,753) | - | 1,311,146 | ||||||||||||||||||||||||
Warrants expired |
- | - | (288,015) | (438,798) | - | - | (288,015) | (438,798) | ||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
December 31, 2019 |
69,840,928 | 151,997,555 | 525,000 | 734,379 | 337,500 | 1,297,812 | 70,703,428 | 154,029,746 | ||||||||||||||||||||||||
Issuance (i) |
- | - | - | - | - | 14,138 | - | 14,138 | ||||||||||||||||||||||||
RSUs and warrants exercised |
337,500 | 1,311,950 | - | - | (337,500) | (1,311,950) | - | - | ||||||||||||||||||||||||
Warrants expired |
- | - | (525,000) | (734,379) | - | - | (525,000) | (734,379) | ||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
June 30, 2020 |
70,178,428 | 153,309,505 | - | - | - | - | 70,178,428 | 153,309,505 | ||||||||||||||||||||||||
|
|
(i) |
RSU issuance amount includes stock-based compensation and costs related to RSUs during the period of the condensed consolidated financial statements. |
(22)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
During the six months ended June 30, 2019, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company.
a) |
During the three months ended March 31, 2019, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company: |
i) |
During March 2017, the Company issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants were scheduled to expire on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares. The remaining 180,495 warrants were exercised into common shares prior to expiry during the three months ended March 31, 2019. |
ii) |
The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were settled for common shares prior to March 31, 2019. |
b) |
During the three months ended June 30, 2019, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company: |
i) |
The Company issued approximately $23 million in equity (6,250,000 common shares at $3.75 per share, the closing price as of May 31, 2019) to certain sellers in connection with the ADG Acquisitions. |
ii) |
During August 2017, the Company issued 512,004 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. The expiry date for these warrants was August 8, 2019. During the three months ended June 30, 2019, 256,002 of these warrants were exercised into common shares. |
iii) |
The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were settled for common shares prior to March 31, 2019. The remaining 132,500 of these vested RSUs were settled for common shares prior to June 30, 2019. |
During the six months ended June 30, 2020, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company.
a) |
During the three months ended March 31, 2020, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company: |
i) |
As at December 31, 2019, the Company had 337,500 RSUs outstanding. All of these RSUs vested between January 1, 2020 and March 12, 2020. 285,000 of these RSUs were settled for common |
(23)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
shares on March 12, 2020 in accordance with the terms of the RSU Plan. As at March 31, 2020, the Company had 52,500 RSUs outstanding. |
b) |
During the three months ended June 30, 2020, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company: |
i) |
As at March 31, 2020, the Company had 52,500 RSUs outstanding. All of these RSUs vested between January 1, 2020 and March 12, 2020 and they were settled for common shares in accordance with the terms of the RSU Plan as follows. 10,000 of these RSUs were settled for common shares in April 2020 and the remaining RSUs were settled for common shares in June 2020. As at June 30, 2020, the Company had no RSUs outstanding. |
ii) |
During May 2018, the Company had issued 525,000 warrants to purchase common shares on a 1:1 basis at an exercise price of $4.00 per common share. These warrants were not exercised into common shares and expired on May 2, 2020. |
The stock-based compensation related to RSUs, recognized in the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2020 was $nil and $14,138, respectively (2019 $441,532 and $911,338).
The stock-based compensation related to stock options, recognized in the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2020, was $565,504 and $1,143,898, respectively (2019 $493,809 and $1,041,615).
11 |
Commitments and contingencies |
The Company is party to various legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. With respect to these matters, the management evaluates the developments on a regular basis and accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. We believe that the amount or any estimable range of reasonably possible or probable loss will not, either individually or in the aggregate, have a material adverse effect on our business and condensed consolidated financial statements. However, the outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of managements expectations, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.
Commencing during Q1 2020 and continuing through Q2 2020 and beyond, a pandemic relating to a novel coronavirus known as COVID-19 occurred causing significant financial market disruption and social dislocation. The pandemic is dynamic with various cities, counties, states and countries around the world responding in different ways to address and contain the outbreak, including the declaration of a global pandemic by the World Health Organization, a National State of Emergency in the United States and state and local executive orders and ordinances forcing the closure of non essential businesses and persons not employed in or using essential services to stay at home or shelter in place. At this stage, we have no certainty as to how long the
(24)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
pandemic, or a more limited epidemic, will last, what regions will be most affected or to what extent containment measures will be applied.
Imaging centers are healthcare facilities and as such are generally considered an essential service and expected to continue to operate during any epidemic or pandemic. However, there is potential that actions taken by government, or individual actions, in response to containment or avoidance of this coronavirus could impact a patients ability or decision to seek imaging services at a given time which could have a significant impact on volume at our imaging centers leading to temporary or prolonged staff layoffs, reduced hours, closures and other cost containment efforts. Further, there is potential that certain services which are not urgent and can be deferred without significant harm to a patients health may be delayed, either by the Company in response to local laws or good public health practice or voluntarily by the patient. In addition, there is potential that the outbreak of the coronavirus could impact supply chains, including the Companys supply of personal protective equipment, and lead to personnel shortages, each of which could impact the ability of the Company to safely perform imaging services. It is also possible that social distancing efforts and sanitization and decontamination procedures could cause delays in the performance of imaging services. Depending on the severity and duration of the COVID-19 pandemic, there is potential for the Company to incur incremental credit losses beyond what is currently expected and potential future reduction in revenue and income and asset impairments.
12 |
Segmented financial information |
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. The Company has one reportable segment, which is outpatient diagnostic imaging services.
13 |
Risk management arising from financial instruments |
The carrying value of cash, accounts receivable, accounts payable and accrued liabilities and leases (current portion) approximates their fair value given their short-term nature.
The carrying value of the non-current portion of leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the condensed consolidated balance sheets and the normalized expected market rates of interest is insignificant. The estimated fair values of other non-current liabilities were as follows:
June 30, 2020 $ |
December 31, 2019 $ |
|||||||
Amended May 2019 loans payable |
372,896,500 | 360,596,500 | ||||||
Wesley Chapel Loan payable |
1,311,200 | 1,483,830 | ||||||
Subordinated notes earn-out |
192,387 | 184,485 | ||||||
ADG Acquisition earn-out |
6,206,577 | 14,834,067 | ||||||
Derivative financial instruments |
5,189,957 | 951,105 | ||||||
385,796,621 | 378,049,987 |
(25)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
Financial instruments recorded at fair value on the condensed consolidated balance sheets are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
· |
Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities. As at June 30, 2020, the Company did not have any financial assets or liabilities measured at fair value under the Level 1 category. |
· |
Level 2 inputs other than quoted prices included in Level 1 that are observable for the asset or liability; either directly (i.e., as prices) or indirectly (i.e., derived from prices). As at June 30, 2020, the derivative financial instruments were measured at fair value under the Level 2 category on recognition. They are subsequently remeasured at fair value under the Level 2 category. |
· |
Level 3 inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
The Amended May 2019 Loans, Wesley Chapel Loan, Subordinated Notes Earn-out and ADG Acquisition Earn-out were measured at fair value under the Level 3 category on recognition. The Subordinated Notes Earn-out and ADG Acquisition Earn-out were subsequently remeasured at fair value under the Level 3 category.
The following table summarizes information regarding the change in carrying value of the Companys financial instruments carried at fair value.
Derivative
financial instruments $ |
Subordinated
$ |
ADG
$ |
||||||||||
January 1, 2019 |
(16,014) | 169,642 | | |||||||||
Issuance |
| | 14,748,022 | |||||||||
Financial instruments revaluation loss (gain) |
||||||||||||
Realized |
| | | |||||||||
Unrealized |
967,119 | 14,843 | 86,045 | |||||||||
December 31, 2019 |
951,105 | 184,485 | 14,834,067 | |||||||||
Financial instruments revaluation loss (gain) |
||||||||||||
Realized |
| | | |||||||||
Unrealized |
4,238,852 | 7,902 | (8,627,490) | |||||||||
June 30, 2020 |
5,189,957 | 192,387 | 6,206,577 |
There were no transfers between levels during the three months ended June 30, 2020 and the twelve months ended December 31, 2019. A transfer is made between levels during the period that a financial instrument meets the relevant criteria.
Financial instruments are classified into one of the following categories: amortized cost, fair value through profit or loss and fair value through other comprehensive income.
(26)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
The following table summarizes information regarding the carrying value of the Companys financial instruments:
June 30, 2020 $ |
December 31, 2019 $ |
|||||||
Cash |
28,075,346 | 23,388,916 | ||||||
Accounts receivable |
91,881,345 | 82,867,225 | ||||||
Financial assets measured at amortized cost |
119,956,691 | 106,256,141 | ||||||
Accounts payable and accrued liabilities |
29,106,385 | 26,262,225 | ||||||
Short-term portion of senior loans payable |
3,715,702 | 3,705,952 | ||||||
Short-term portion of leases |
12,412,882 | 11,066,293 | ||||||
Long-term portion of senior loans payable |
340,257,226 | 336,276,370 | ||||||
Long-term portion of leases |
137,015,350 | 126,399,101 | ||||||
Financial liabilities measured at amortized cost |
522,507,545 | 503,709,941 | ||||||
Subordinated notes earn-out |
192,387 | 184,485 | ||||||
ADG Acquisition earn-out |
6,206,577 | 14,834,067 | ||||||
Derivative financial instruments |
5,189,957 | 951,105 | ||||||
Measured at fair value through profit or loss |
11,588,921 | 15,969,657 |
14 |
Basic and diluted income (loss) per share |
Three-month period ended June 30, 2020 $ |
Three-month period ended June 30, 2019 $ |
Six-month period ended June 30, 2020 $ |
Six-month period ended June 30, 2019 $ |
|||||||||||||
Net income (loss) attributable to common shareholders |
741,338 | 686,515 | 2,977,341 | 3,470,430 | ||||||||||||
Weighted average common shares outstanding |
||||||||||||||||
Basic |
70,144,362 | 64,838,930 | 70,023,964 | 63,637,567 | ||||||||||||
Add: additional shares issuable upon exercise of employee stock options, warrants and restricted share units |
1,547,828 | 1,715,479 | 1,633,926 | 1,715,479 | ||||||||||||
|
|
|
||||||||||||||
Diluted |
71,692,190 | 66,554,409 | 71,657,890 | 65,353,046 | ||||||||||||
Income (loss) per share |
||||||||||||||||
Basic and diluted |
0.01 | 0.01 | 0.04 | 0.05 |
(27)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
15 |
Revenue information |
Three-month | Three-month | Six-month | Six-month | |||||||||||||
period ended | period ended | period ended | period ended | |||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
2020 $ |
2019 $ |
2020 $ |
2019 $ |
|||||||||||||
Commercial |
35,929,222 | 37,737,573 | 85,102,902 | 70,872,068 | ||||||||||||
Medicare |
6,197,054 | 6,396,770 | 14,099,221 | 12,746,344 | ||||||||||||
Medicaid |
1,907,471 | 1,841,494 | 3,877,385 | 3,580,284 | ||||||||||||
Attorney |
4,771,026 | 2,476,671 | 10,936,478 | 3,738,427 | ||||||||||||
Workers comp |
2,296,088 | 2,414,544 | 5,133,413 | 4,566,924 | ||||||||||||
Other patient revenue |
2,056,025 | 2,542,509 | 4,644,888 | 4,860,740 | ||||||||||||
Service fees - net of allowances and discounts |
53,156,886 | 53,409,561 | 123,794,287 | 100,364,787 | ||||||||||||
Other revenue (management and ancillary fees and government grants) |
1,544,243 | 575,588 | 2,168,916 | 1,171,550 | ||||||||||||
54,701,129 | 53,985,149 | 125,963,203 | 101,536,337 |
16 |
Cost of operations, excluding depreciation and amortization |
Three-month | Three-month | Six-month | Six-month | |||||||||||||
period ended | period ended | period ended | period ended | |||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
2020 $ |
2019 $ |
2020 $ |
2019 $ |
|||||||||||||
Employee compensation |
15,880,992 | 18,861,241 | 40,698,582 | 36,664,262 | ||||||||||||
Reading fees |
7,422,576 | 7,779,760 | 18,346,313 | 14,766,527 | ||||||||||||
Rent and utilities |
8,309,256 | 6,170,270 | 15,818,351 | 11,690,516 | ||||||||||||
Third party services and professional fees |
4,815,321 | 3,962,815 | 11,106,578 | 7,515,396 | ||||||||||||
Administrative |
2,626,123 | 2,932,975 | 6,510,482 | 5,644,297 | ||||||||||||
Medical supplies and other |
2,282,244 | 1,975,003 | 5,209,038 | 3,789,876 | ||||||||||||
41,336,512 | 41,682,064 | 97,689,344 | 80,070,874 |
17 |
New accounting standards |
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Companys consolidated financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective.
(28)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
ASU 2018-15, Intangibles Goodwill and Other Internal Use Software (Topic 350-40)
In August 2018, the FASB issued ASU 2018-15, Intangibles Goodwill and Other Internal-Use Software (Topic 350-40). The ASU is intended to improve the recognition and measurement of financial instruments. The new guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This ASU is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. For all other entities, this ASU is effective for annual reporting periods beginning after December 15, 2020. The Company is considered an Emerging Growth Company as classified by SEC, which gives the Company relief in the timing of implementation of this standard by allowing the private company timing for adoption. The Company continues to evaluate the impact of the standard on its consolidated financial statements.
ASU 2016-13, Financial Instruments Credit Losses (Topic 326)
In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and related clarifying standards, which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to assess credit loss estimates. The ASU is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2022. The Company is considered an Emerging Growth Company as classified by SEC, which gives the Company relief in the timing of implementation of this standard by allowing the private company timing for adoption. The Company continues to evaluate the impact of the standard on its consolidated financial statements.
18 |
CARES Act |
i) |
During April 2020, the Company received approximately $1 million in grant under the first appropriation made by the U.S. Health and Human Services (HHS) to Medicare providers pursuant to the CARES Act. Subsequently, in December 2020, the Company received an additional grant from the HHS of approximately $4 million. Additional grants may be available to the Company through subsequent appropriations under this program. The Company applied for these grants after determining that it was eligible to do so. Also, the Company has incurred expenses and experienced loss of revenue that are eligible to be reimbursed under |
(29)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
these grants. The grants received are recorded in the condensed consolidated statements of operations and comprehensive income (loss) in the category Other revenue. |
ii) |
During April 2020, the Company received approximately $3 million of accelerated Medicare payments under the expanded Accelerated and Advance Payments Program from Centers for Medicare & Medicaid Service (CMS). These payments are required to be applied to claims beginning 120 days after their receipt through the adjudication of Medicare claims over a future period. These payments to the Company are recorded in the condensed consolidated balance sheets in the category Accounts payable and accrued liabilities until earned. |
iii) |
The CARES Act allows employers to defer the deposit and payment of the employers share of Social Security taxes. As of June 30, 2020, such taxes were approximately $0.6 million and are recorded in the condensed consolidated balance sheets in the category Accounts payable and accrued liabilities. |
19 |
Subsequent events |
i) |
On October 23, 2020, the Company paid $200,000 to completely settle the Subordinated Note Earn-out. |
ii) |
On November 2, 2020, the Company closed its previously announced offering of $400 million of aggregate principal amount of 7.00% senior secured notes due November 1, 2025 (the 2025 Senior Notes). The net proceeds from this offering were used to repay in full, in accordance with respective contracts, the Amended May 2019 Term Loans and Revolving Facility and the net derivative financial instrument liabilities and to pay related financing fees and expenses. The balance has been retained as cash. The 2025 Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by the Company and each of its direct or indirect wholly owned subsidiaries, including the Revenue Practices and the guarantors. |
iii) |
Concurrently with the closing of the 2025 Senior Notes, the Company entered into a new revolving credit agreement (the November 2020 Revolving Credit Agreement) with BBVA USA, as administrative and collateral agent to provide for a senior secured revolving credit facility in an aggregate principal amount of $55 million (the November 2020 Revolving Facility), with sub-limits for the issuance of letters of credit and for swingline loans. The November 2020 Revolving Facility is secured pari passu with the obligations under the 2025 Senior Notes. The November 2020 Revolving Facility will mature on the date that is five years after the issue date (the November 2020 Revolving Facility Maturity Date); provided that, if more than $50 million in aggregate principal amount of notes is outstanding on the date that is 181 days prior to the November 2020 Revolving Facility Maturity Date, then the November 2020 Revolving Facility Maturity Date shall instead be the date that is 181 days prior to the November 2020 Revolving Facility Maturity Date. |
The availability of borrowings under the November 2020 Revolving Facility is subject to customary terms and conditions.
iv) |
On November 2, 2020, the Company reached a settlement with the sellers of its Georgia business pursuant to the process contemplated by the purchase agreement for that business which valued the ADG Acquisition - Earn-out at approximately $9.4 million. In accordance with the terms of the purchase agreement between the parties, 50% of the value of ADG Acquisition - Earn-out (approximately $4.7 |
(30)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 2020
(expressed in US dollars unless otherwise stated)
million) was paid within 5 business days after the value was finally determined and the balance is to be paid 6 months thereafter, in May 2021. |
v) |
The Company announced on February 11, 2021 that it completed its private offering of $75 million aggregate principal amount of additional 7.00% senior secured notes due November 2025 (the New Notes). The New Notes were offered as additional notes under the same indenture as the previously issued 2025 Senior Notes and will be treated as a single series with the 2025 Senior Notes. |
The Company expects to use the net proceeds from this offering for future acquisitions, with any unused proceeds to be used for working capital and other general corporate purposes, which may include reducing debt. The New Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each wholly owned subsidiary of the Company, including the Revenue Practices and the guarantors.
vi) |
Effective March 1, 2021, the Company completed a common equity investment in an artificial intelligence business as part of a private placement offering for approximately $4.6 million. The target develops artificial intelligence aided software programs for use in medical businesses, including outpatient imaging services of the sort provided by the Company. As a result of the investment, a previous investment in a convertible note instrument issued by the target to the Company in May 2020 converted for common equity. The Companys total investment is estimated to be valued at approximately $8.0 million and represents a 34.5% interest in the target. In addition, the Company holds share purchase warrants which, subject to the occurrence of certain events, and the payment of approximately $0.4 million, would entitle the Company to acquire a further 2.4% interest in the targets common equity. |
vii) |
On March 9, 2021, the Board granted 645,000 RSUs and 70,000 options to certain employees and consultants of the Company pursuant to the Companys RSU plan and stock option plan, respectively, in connection with the Companys equity bonus awards. In addition, 84,032 RSUs were granted to non-executive directors of the Company as part of their 2021 compensation and 50,000 RSUs were awarded as part of a signing bonus to an executive who started with the Company on March 29, 2021. Subject to and in accordance with the terms of the RSU plan, 50% of the RSUs granted will vest and settle for common shares one year after the date of grant and the remaining 50% will vest and settle for common shares two years after the date of grant. Subject to and in accordance with the stock option plan, the options were granted with an exercise price of $3.58 per share, representing the 5-day volume weighted average price of the shares prior to the date of grant and an expiry date of 7 years after the date of grant. The options granted will vest as follows: 34% of the grant vest one year after the date of grant, 33% two years after the date of grant and the remaining 33% three years after the date of grant. |
(31)
Exhibit 99.9
NOTICE OF NO AUDITOR REVIEW |
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited interim financial statements of Akumin Inc. (the Company) for the three- and nine-months ended September 30, 2020 and 2019 have been prepared by management and approved by the Audit Committee and Board of Directors of the Company.
The Companys independent auditor has not performed a review of the unaudited interim financial statements of the Company for the comparative period (being the three- and nine-months ended September 30, 2019) in accordance with the standards applicable to the Companys interim financial statements.
Akumin Inc.
Condensed Consolidated Financial Statements (Unaudited) September 30, 2020 (expressed in US dollars unless otherwise stated) |
Akumin Inc.
Table of Contents
Page |
||||
Condensed Consolidated Financial Statements (Unaudited) |
||||
Condensed Consolidated Balance Sheets |
1 | |||
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) |
2 | |||
Condensed Consolidated Statements of Changes in Equity |
3 | |||
Condensed Consolidated Statements of Cash Flows |
4 | |||
Notes to Condensed Consolidated Financial Statements |
5 32 |
Akumin Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(expressed in US dollars unless otherwise stated)
September 30,
$ |
December 31,
$ |
|||||||
Assets |
||||||||
Current assets |
||||||||
Cash |
27,356,544 | 23,388,916 | ||||||
Accounts receivable |
98,994,756 | 82,867,225 | ||||||
Prepaid expenses and other current assets |
2,863,276 | 3,927,949 | ||||||
129,214,576 | 110,184,090 | |||||||
Security deposits and other assets |
2,896,928 | 1,967,053 | ||||||
Property and equipment (note 5) |
77,972,262 | 75,938,590 | ||||||
Operating lease right-of-use assets (note 4) |
132,130,890 | 126,675,770 | ||||||
Goodwill |
360,603,613 | 358,802,534 | ||||||
Intangible assets |
7,418,216 | 9,432,480 | ||||||
Total assets |
710,236,485 | 683,000,517 | ||||||
Liabilities |
||||||||
Current liabilities |
||||||||
Accounts payable and accrued liabilities |
32,340,619 | 26,262,225 | ||||||
Finance lease liabilities (note 7) |
2,907,779 | 1,789,995 | ||||||
Operating lease liabilities (right-of-use) (notes 4 and 7) |
9,470,609 | 9,276,298 | ||||||
Senior loans payable (note 8) |
4,380,668 | 3,705,952 | ||||||
Earn-out liability (note 6) |
9,377,106 | 7,529,962 | ||||||
58,476,781 | 48,564,432 | |||||||
Finance lease liabilities (note 7) |
10,545,992 | 6,625,409 | ||||||
Operating lease liabilities (right-of-use) (notes 4 and 7) |
127,946,276 | 119,773,692 | ||||||
Senior loans payable (note 8) |
340,732,549 | 336,276,370 | ||||||
Derivative financial instruments (note 8) |
4,905,871 | 951,702 | ||||||
Subordinated notes payable earn-out (note 9) |
200,000 | 184,485 | ||||||
Earn-out liability (note 6) |
- | 7,304,105 | ||||||
Accrued payroll taxes (note 18) |
1,516,808 | - | ||||||
Deferred tax liability |
4,862,444 | 6,256,820 | ||||||
Total liabilities |
549,186,721 | 525,937,015 | ||||||
Shareholders equity |
||||||||
Additional paid-in capital (common shares no par value, unlimited authorized number of shares, 70,178,428 and 69,840,928 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively) (note 10) | 160,607,530 | 158,881,120 | ||||||
Deficit |
(4,934,547 | ) | (6,361,767 | ) | ||||
Equity attributable to shareholders of Akumin Inc. |
155,672,983 | 152,519,353 | ||||||
Non-controlling interests |
5,376,781 | 4,544,149 | ||||||
Total shareholders equity |
161,049,764 | 157,063,502 | ||||||
Total liabilities and shareholders equity |
710,236,485 | 683,000,517 |
Approved by the Board of Directors
(signed) Riadh Zine | Director | (signed) Tom Davies | Director |
The accompanying notes are an integral part of these condensed consolidated financial statements. | (1) |
Akumin Inc.
Condensed Consolidated Statements of Operations and
Comprehensive Income (Loss)
(Unaudited)
(expressed in US dollars unless otherwise stated)
Three-month
$ |
Three-month
$ |
Nine-month
$ |
Nine-month
$ |
|||||||||||||||||
Revenue | ||||||||||||||||||||
Service fees - net of allowances and discounts | 66,586,937 | 68,223,340 | 190,381,224 | 168,588,127 | ||||||||||||||||
Other revenue | 537,503 | 650,592 | 2,706,419 | 1,822,142 | ||||||||||||||||
67,124,440 | 68,873,932 | 193,087,643 | 170,410,269 | |||||||||||||||||
Operating expenses | ||||||||||||||||||||
Cost of operations, excluding depreciation and amortization | 48,853,449 | 50,845,807 | 146,542,793 | 130,916,682 | ||||||||||||||||
Depreciation and amortization | 5,251,401 | 4,700,153 | 15,409,599 | 11,359,218 | ||||||||||||||||
Stock-based compensation | 568,375 | 852,588 | 1,726,410 | 2,805,541 | ||||||||||||||||
Operational financial instruments revaluation and other (gains) losses | 3,673,348 | 475,682 | (4,290,736 | ) | 657,264 | |||||||||||||||
Total operating expenses | 58,346,573 | 56,874,230 | 159,388,066 | 145,738,705 | ||||||||||||||||
Income from operations | 8,777,867 | 11,999,702 | 33,699,577 | 24,671,564 | ||||||||||||||||
Other income and expenses | ||||||||||||||||||||
Interest expense | 8,961,013 | 7,663,827 | 24,437,824 | 13,156,393 | ||||||||||||||||
Other financial instruments revaluation and other (gains) losses | (285,554 | ) | 1,223,809 | 3,881,088 | 2,074,868 | |||||||||||||||
Settlement costs and other (recoveries) | 1,611,747 | (207,961 | ) | 2,491,412 | (1,438,662 | ) | ||||||||||||||
Acquisition-related costs | 173,621 | 443,944 | 473,843 | 2,993,629 | ||||||||||||||||
Total other expenses (income) | 10,460,827 | 9,123,619 | 31,284,167 | 16,786,228 | ||||||||||||||||
Income (loss) before income taxes | (1,682,960 | ) | 2,876,083 | 2,415,410 | 7,885,336 | |||||||||||||||
Income tax provision (benefit) | (985,609 | ) | (397,519 | ) | (966,144 | ) | 147,928 | |||||||||||||
Net income (loss) and comprehensive income (loss) for the period | (697,351 | ) | 3,273,602 | 3,381,554 | 7,737,408 | |||||||||||||||
Non-controlling interests | 852,770 | 590,517 | 1,954,334 | 1,583,893 | ||||||||||||||||
Net income (loss) attributable to common shareholders | (1,550,121 | ) | 2,683,085 | 1,427,220 | 6,153,515 | |||||||||||||||
Net income (loss) per share | ||||||||||||||||||||
Basic and diluted | (0.02 | ) | 0.04 | 0.02 | 0.09 |
The accompanying notes are an integral part of these condensed consolidated financial statements. | (2) |
Akumin Inc.
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
(expressed in US dollars unless otherwise stated)
Additional
paid-in
$ |
Accumulated Deficit $ |
Non-controlling interest $ |
Total Shareholders equity $ |
|||||||||||||
Balance as at January 1, 2019 | 130,577,709 | (15,789,745) | 4,107,499 | 118,895,463 | ||||||||||||
Net income and comprehensive income | - | 6,153,515 | 1,583,893 | 7,737,408 | ||||||||||||
Issuance of common shares net of issuance costs Acquisition consideration | 23,437,500 | - | - | 23,437,500 | ||||||||||||
RSUs and Warrants exercised (note 10) | 1,311,146 | - | - | 1,311,146 | ||||||||||||
Stock-based compensation expense | 2,805,541 | - | - | 2,805,541 | ||||||||||||
Payment to non-controlling interests | - | - | (1,285,319) | (1,285,319) | ||||||||||||
Balance as at September 30, 2019 | 158,131,896 | (9,636,230) | 4,406,073 | 152,901,739 | ||||||||||||
Balance as at December 31, 2019 |
158,881,120 | (6,361,767) | 4,544,149 | 157,063,502 | ||||||||||||
Net income and comprehensive income | - | 1,427,220 | 1,954,334 | 3,381,554 | ||||||||||||
Stock-based compensation expense | 1,726,410 | - | - | 1,726,410 | ||||||||||||
Payment to non-controlling interests | - | - | (1,121,702) | (1,121,702) | ||||||||||||
Balance as at September 30, 2020 | 160,607,530 | (4,934,547) | 5,376,781 | 161,049,764 |
The accompanying notes are an integral part of these condensed consolidated financial statements. | (3) |
Akumin Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(expressed in US dollars unless otherwise stated)
Nine-month period ended September 30, 2020 $ |
Nine-month period ended September 30, 2019 $ |
|||||||
Cash flows provided by (used in) |
||||||||
Operating activities |
||||||||
Net income for the period |
3,381,554 | 7,737,408 | ||||||
Adjustments for: |
||||||||
Depreciation and amortization |
15,409,599 | 11,359,218 | ||||||
Stock-based compensation |
1,726,410 | 2,805,541 | ||||||
Interest expense-accretion of debt and paid-in-kind interest |
4,290,609 | 1,184,446 | ||||||
Deferred income tax expense (benefit) |
(1,394,376) | (422,056) | ||||||
Financial instruments revaluation and other (gains) losses |
(409,648) | 2,732,132 | ||||||
Changes in operating assets and liabilities |
||||||||
Accounts receivable |
(16,127,531) | (21,624,658) | ||||||
Prepaid expenses, security deposits and other assets |
1,005,359 | (1,061,267) | ||||||
Accounts payable and accrued liabilities |
7,352,996 | 459,501 | ||||||
Operating lease liabilities and right-of-use assets |
3,000,960 | 1,672,113 | ||||||
18,235,932 | 4,842,378 | |||||||
Investing activities |
||||||||
Purchase of property and equipment and intangible assets |
(9,419,170) | (9,338,197) | ||||||
Business acquisitions net of cash acquired |
(3,198,634) | (201,095,758) | ||||||
Other investments |
(463,789) | - | ||||||
(13,081,593) | (210,433,955) | |||||||
Financing activities |
||||||||
Loan proceeds |
6,300,000 | 333,600,000 | ||||||
Loan repayments |
(2,777,651) | (112,963,650) | ||||||
Issuance costs loans |
(2,682,062) | (14,781,765) | ||||||
Finance leases principal payments |
(905,296) | (639,259) | ||||||
Subordinated notes |
- | (1,500,000) | ||||||
Common shares |
- | 1,311,146 | ||||||
Payment to non-controlling interests |
(1,121,702) | (1,285,319) | ||||||
(1,186,711) | 203,741,153 | |||||||
Increase (decrease) in cash during the period |
3,967,628 | (1,850,424) | ||||||
Cash Beginning of period |
23,388,916 | 19,326,412 | ||||||
Cash End of period |
27,356,544 | 17,475,988 | ||||||
Supplementary information |
||||||||
Interest expense paid |
20,244,120 | 12,074,988 | ||||||
Income taxes paid |
1,253,786 | 560,388 |
The accompanying notes are an integral part of these condensed consolidated financial statements. | (4) |
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
1 |
Presentation of condensed consolidated financial statements and nature of operations |
The operations of Akumin Inc. (Akumin or the Company) and its Subsidiaries (defined below) primarily consist of operating outpatient diagnostic imaging centres located in Delaware, Florida, Georgia, Illinois, Kansas, Pennsylvania and Texas. Substantially all of the centres operated by Akumin were obtained through acquisition. Related to its imaging centre operations, Akumin also operates a medical equipment business, SyncMed, LLC (SyncMed), which provides maintenance services to Akumins imaging centres in Illinois, Kansas and Texas and a billing and revenue cycle management business, as a division of Akumins wholly owned indirect subsidiary, Akumin Corp., which was previously operated by a subsidiary, Rev Flo Inc., which was merged into Akumin Corp. on December 31, 2018.
The services offered by the Company (through the Subsidiaries) include magnetic resonance imaging (MRI), computed tomography (CT), positron emission tomography (PET), nuclear medicine, mammography, ultrasound, digital radiography (X-ray), fluoroscopy and other related procedures.
The Company has a diverse mix of payers, including private, managed care capitated and government payers.
The registered and Canadian head office of Akumin is located at 151 Bloor Street West, Suite 603, Toronto, Ontario, M5S 1S4. The United States head office is located at 8300 W. Sunrise Boulevard, Plantation, Florida, 33322. All operating activities are conducted through its wholly owned US subsidiary, Akumin Holdings Corp. and its wholly owned subsidiary, Akumin Corp. Akumin Corp. operates its business directly and through its key wholly owned direct and indirect subsidiaries, which include Akumin Florida Holdings, LLC, formerly known as Tri-State Imaging FL Holdings, LLC (FL Holdings), Akumin Imaging Texas, LLC, formerly known as Preferred Medical Imaging, LLC (PMI), SyncMed, Akumin FL, LLC (Akumin FL), Advanced Diagnostics Group, LLC (ADG), TIC Acquisition Holdings, LLC (TIC) and Akumin Health Illinois, LLC (Akumin IL) (collectively, the Subsidiaries), as well as through Delaware Open MRI Radiology Associates, LLC, Elite Imaging, LLC, Elite Radiology of Georgia, LLC, Jeanes Radiology Associates, LLC, Lebanon Diagnostic Imaging, LLC, Rittenhouse Imaging Center, LLC, Rose Radiology Centers, LLC and Wilkes-Barre Imaging, LLC (collectively, the Revenue Practices), all of which are located in the United States.
2 |
Basis of preparation |
The Company adopted the accounting principles generally accepted in the United States of America (GAAP) as the basis of preparation for the 2020 annual financial statements effective for the fiscal year-ended December 31, 2020. Previously, the Companys financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), for the period up to and including the 9-months ended September 30, 2020. On August 28, 2020, the Company filed a Form 40-F with the United States Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934. This filing resulted in the Company becoming an SEC Issuer for purposes of National Instrument 51-102 Continuous Disclosure Obligations and as such the Company is entitled to prepare and report its financial statements in GAAP as opposed to IFRS.
These condensed interim consolidated financial statements for the three and nine month period ended September 30, 2020 have been prepared in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 270, Interim Reporting. The disclosures contained in these condensed interim consolidated financial statements in accordance with GAAP do not include all the requirements of GAAP for annual financial statements. The condensed interim consolidated financial
(5)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020. The condensed interim consolidated financial statements are based on accounting policies as described in the December 31, 2020 consolidated financial statements.
The condensed interim consolidated financial statements include all of the accounts of the Company, the Subsidiaries and the Revenue Practices. All intercompany transactions and balances have been eliminated on consolidation.
3 |
Variable interest entities |
In accordance with the FASBs ASC Topic 810, Consolidation, a reporting entity with a variable interest in another entity is required to include the assets and liabilities and revenue and expenses of that separate entity (i.e., consolidate with the financial statements of the reporting entity) when the variable interest is determined to be a controlling financial interest. Under ASC 810, a reporting entity is considered to have a controlling financial interest in a variable interest entity (VIE) if (1) the reporting entity has the power to direct the activities of the VIE that most significantly impacts its economic performance and (2) the reporting entity has the obligation to absorb losses of the VIE that could be potentially significant to the VIE.
As a result of the financial relationship established between the Company and the Revenue Practices through respective management service agreements, the Revenue Practices individually qualify as VIEs as the Company, which provides them non-medical, technical and administrative services, has the power to direct their respective activities and the obligation to absorb their gains and losses. As a result, the Company is considered the primary beneficiary of the Revenue Practices, and accordingly, the assets and liabilities and revenue and expenses of the Revenue Practices are included in these condensed consolidated financial statements. The following information excludes any intercompany transactions and costs allocated by the Company to the Revenue Practices. The Revenue Practices assets and liabilities included in the Companys consolidated balance sheets as at September 30, 2020 were $64.6 million (2019 $58.7 million) and $2.4 million (2019 $nil), respectively. The assets of the Revenue Practices can only be used to settle their obligations. During the nine month period ended September 30, 2020, the Revenue Practices net revenue was $110.4 million (2019 $107.0 million) and the net contribution to the Companys cash flow from operations was $98.6 million (2019 $77.0 million).
The Company has a variable interest in a single purpose entity in Texas which operates an imaging center. The Company also has a variable interest in certain operations of an imaging center of another Texas entity. In both cases, the Company is not a primary beneficiary of the variable interest since it does not have any equity ownership in these entities nor does it have the power to direct the activities of either of these entities that most significantly impact the entities economic performance. Rather, in both cases, the Company is entitled to a management fee based upon written agreements in exchange for certain agreed upon management services. The assets and liabilities and revenue and expenses of these entities are not included in the consolidated financial statements of the Company.
(6)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
4 |
Business combinations |
i) |
On January 1, 2020, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Coral Springs, Florida, for cash consideration of approximately $2.1 million (Coral Springs Acquisition). In accordance with the transaction agreement, $100,000 of this purchase price (Holdback Fund) was withheld as security for indemnity obligations and was released to the seller during June 2020. This asset acquisition was considered a business combination. The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows: |
$ | ||||
Assets acquired |
||||
Current assets |
||||
Prepaid expenses |
32,961 | |||
Non-current assets |
||||
Security deposits |
368,601 | |||
Property and equipment |
412,400 | |||
Operating lease right-of-use assets |
2,427,618 | |||
3,241,580 | ||||
Liabilities assumed |
||||
Non-current liabilities |
||||
Operating lease liabilities (right-of-use) |
2,427,618 | |||
Net assets acquired |
813,962 | |||
Goodwill |
1,274,764 | |||
Purchase price |
2,088,726 |
This acquisition was an opportunity for the Company to increase its economies of scale across Florida. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Companys expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Companys condensed consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $2.9 million and income before tax of approximately $0.5 million to the Companys consolidated results for the nine months ended September 30, 2020.
ii) |
On January 1, 2020, the Company acquired, through a subsidiary, a single outpatient diagnostic imaging centre in Crystal Lake, Illinois, for cash consideration of approximately $1.2 million (Crystal Lake Acquisition). In accordance with the transaction agreement, $60,000 of this purchase price (Holdback Fund) was withheld as security for indemnity obligations and was released to the seller during June 2020. This asset acquisition was considered a business combination. The Company has made a preliminary fair value determination of the acquired assets and assumed liabilities as follows: |
(7)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
$ | ||||
Assets acquired |
||||
Non-current assets |
||||
Security deposits |
5,799 | |||
Property and equipment |
820,000 | |||
Operating lease right-of-use assets |
554,830 | |||
|
|
|||
1,380,629 | ||||
|
|
|||
Liabilities assumed |
||||
Non-current liabilities |
||||
Operating lease liabilities (right-of-use) |
554,830 | |||
|
|
|||
Net assets acquired |
825,799 | |||
Goodwill |
400,000 | |||
|
|
|||
Purchase price |
1,225,799 | |||
|
|
This acquisition was an opportunity for the Company to increase its presence in Illinois. The goodwill assessed on acquisition, expected to be deductible for income tax purposes, reflects the Companys expectation of future benefits from the acquired business and workforce, and potential synergies from cost savings. The results of operations of this acquisition have been included in the Companys condensed consolidated statements of operations and comprehensive income (loss) from the acquisition date. Since the acquisition date, this acquisition contributed revenue of approximately $0.7 million and income before tax of approximately $0.1 million to the Companys consolidated results for the nine months ended September 30, 2020.
iii) |
On August 16, 2019, the Company acquired, through a subsidiary, five outpatient diagnostic imaging centres in El Paso, Texas, for cash consideration of $11 million (El Paso Acquisition). The cash purchase price was decreased during 2020 by approximately $16 thousand due to working capital adjustments in accordance with the purchase agreement. The Company has made a fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows. The intangible assets consist of the trade name and covenants not to compete. |
(8)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
2020 | 2019 | |||||||
$ | $ | |||||||
Assets acquired |
||||||||
Current assets |
||||||||
Accounts receivable |
1,275,726 | 1,275,726 | ||||||
Prepaid expenses |
19,789 | 19,789 | ||||||
|
|
|
|
|||||
1,295,515 | 1,295,515 | |||||||
Non-current assets |
||||||||
Property and equipment |
3,922,481 | 3,922,481 | ||||||
Operating lease right-of-use assets |
3,683,989 | 3,683,989 | ||||||
Intangible assets |
720,000 | 720,000 | ||||||
|
|
|
|
|||||
9,621,985 | 9,621,985 | |||||||
|
|
|
|
|||||
Liabilities assumed |
||||||||
Current liabilities |
||||||||
Accounts payable and accrued liabilities |
1,174,040 | 1,024,631 | ||||||
Non-current liabilities |
||||||||
Operating lease liabilities (right-of-use) |
3,683,989 | 3,683,989 | ||||||
|
|
|
|
|||||
4,858,029 | 4,708,620 | |||||||
|
|
|
|
|||||
Net assets acquired |
4,763,956 | 4,913,365 | ||||||
Goodwill |
6,220,153 | 6,086,635 | ||||||
|
|
|
|
|||||
Purchase price |
10,984,109 | 11,000,000 | ||||||
|
|
|
|
iv) |
On October 4, 2019, the Company acquired, through a subsidiary, three outpatient diagnostic imaging centres in West Palm Beach, Florida, for cash consideration of approximately $18 million (West Palm Beach Acquisition). The cash purchase price was decreased during 2020 by approximately $0.1 million due to working capital adjustments in accordance with the purchase agreement. The Company has made a fair value determination of the acquired assets and assumed liabilities as at the date of acquisition, as follows. The intangible assets consist of the trade name and covenants not to compete. |
(9)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
2020 $ |
2019 $ |
|||||||
Assets acquired |
||||||||
Current assets |
||||||||
Accounts receivable |
2,085,491 | 2,085,491 | ||||||
Prepaid expenses |
90,454 | 90,454 | ||||||
|
|
|
|
|||||
2,175,945 | 2,175,945 | |||||||
Non-current assets |
||||||||
Security deposits |
9,000 | 9,000 | ||||||
Property and equipment |
2,432,234 | 2,432,234 | ||||||
Operating lease right-of-use assets |
13,625,521 | 13,625,521 | ||||||
Intangible assets |
1,080,000 | 1,080,000 | ||||||
|
|
|
|
|||||
19,322,700 | 19,322,700 | |||||||
|
|
|
|
|||||
Liabilities assumed |
||||||||
Current liabilities |
||||||||
Accounts payable and accrued liabilities |
1,404,268 | 1,311,471 | ||||||
Non-current liabilities |
||||||||
Finance leases |
587,434 | 587,434 | ||||||
Operating lease liabilities (right-of-use) |
13,625,521 | 13,625,521 | ||||||
|
|
|
|
|||||
15,617,223 | 15,524,426 | |||||||
|
|
|
|
|||||
Net assets acquired |
3,705,477 | 3,798,274 | ||||||
Goodwill |
14,064,109 | 14,071,312 | ||||||
|
|
|
|
|||||
Purchase price |
17,769,586 | 17,869,586 | ||||||
|
|
|
|
5 Property and equipment
September 30, 2020 $ |
December 31, 2019 $ |
|
||||||||
Medical equipment |
83,572,729 | 75,665,771 | ||||||||
Equipment under finance leases |
20,629,947 | 14,971,916 | ||||||||
Leasehold improvements |
18,192,624 | 17,393,839 | ||||||||
Furniture and fixtures |
1,313,563 | 1,088,236 | ||||||||
Office equipment |
211,032 | 214,612 | ||||||||
Computer equipment |
240,919 | 194,770 | ||||||||
|
|
|||||||||
Total property and equipment cost |
124,160,814 | 109,529,144 | ||||||||
Less: Accumulated depreciation |
(46,188,552 | ) | (33,590,554 | ) | ||||||
|
|
|||||||||
Total property and equipment net |
77,972,262 | 75,938,590 | ||||||||
|
|
As at September 30, 2020, the equipment under finance leases had a net book value of $12,959,512 (2019 - $9,404,765). Depreciation expense for the three and nine months ended September 30, 2020 was $4,591,715 and $13,389,923, respectively (2019 $3,750,222 and $9,902,454). As part of ongoing operations, during the
(10)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
three and nine months ended September 30, 2020, the Company had net disposals of $522,819 and $1,303,724, respectively (2019 $91,549 and $189,711). The loss on these disposals is included in the condensed consolidated statements of operations and comprehensive income (loss) in the expense category financial instruments revaluation and other gains (losses).
6 Earn-out liability (ADG Acquisition)
September 30, 2020 $ |
December 31, 2019 $ |
|||||||
ADG Acquisition earn-out |
9,377,106 | 14,834,067 | ||||||
Less: Current portion of ADG Acquisition earn-out |
(9,377,106 | ) | (7,529,962 | ) | ||||
|
|
|||||||
Non-current portion of ADG Acquisition earn-out |
- | 7,304,105 | ||||||
|
|
A portion of the purchase price payable in respect of the ADG Acquisitions in 2019, specifically for SFL Radiology Holdings, LLC (Georgia business), was subject to an earn-out (the ADG Acquisition earn-out liability) based on its annualized revenues earned in the first two quarters of 2020 less certain costs including certain operating expenses, capital expenditures and incremental working capital. In accordance with the purchase agreement, 50% of this liability is expected to be settled in the latter half of 2020 and the balance in the first half of 2021.
The value of the ADG Acquisition earn-out liability was estimated by management using a probability weighted valuation technique related to information including revenue and operating expenses; changes in the fair value of this liability are recognized in the condensed consolidated statements of operations and comprehensive income (loss). Management estimated the fair value of the ADG Acquisition earn-out liability as at May 31, 2019 at approximately $14.7 million based on a discount rate of approximately 7% and managements estimated probability weighted range of the ADG Acquisition earn-out liability (it is considered a Level 3 liability as described in note 13; this liability was subsequently settled as noted below). An increase in the discount rate by 1.0% point decreased the value of this liability by about $0.2 million and vice versa. Subsequently, the ADG Acquisition earn-out liability estimate was revalued at approximately $14.8 million as at December 31, 2019, at approximately $8.3 million as at March 31, 2020 and at approximately $6.2 million as at June 30, 2020 and the respective changes in fair value were recognized in financial instruments revaluation in the related condensed consolidated statements of operations and comprehensive income (loss). As of September 30, 2020, this liability was revalued at approximately $9.4 million based on a settlement reached pursuant to the terms of the purchase agreement with the representatives of the sellers of the Companys Georgia business and the change in fair value was recognized in financial instruments revaluation in the related condensed consolidated statements of operations and comprehensive income (loss). As discussed in note 19, 50% of this liability was paid in November 2020 and the balance is to be paid in May 2021 pursuant to the process outlined in the related purchase agreement, a copy of which is available under the Companys profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
(11)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
7 Lease liabilities
Finance
The information pertaining to finance lease liabilities on the consolidated balance sheet is as follows:
September 30,
$ |
December 31,
$ |
|||||||
Finance lease liabilities |
13,453,771 | 8,415,404 | ||||||
Less: Current portion of finance lease liabilities |
(2,907,779 | ) | (1,789,995 | ) | ||||
|
|
|||||||
Non-current portion of finance lease liabilities |
10,545,992 | 6,625,409 | ||||||
|
|
The components of finance lease cost recognized in the consolidated statement of operations and comprehensive income (loss) are as follows:
Three-month
$ |
Three-month
$ |
Nine-month
$ |
Nine-month
$ |
|||||||||||||
Amortization expense for equipment under finance leases |
818,209 | 414,035 | 2,307,222 | 1,103,956 | ||||||||||||
Interest expense on finance lease liabilities |
164,947 | 73,658 | 461,400 | 189,940 | ||||||||||||
|
|
|||||||||||||||
Finance lease cost |
983,156 | 487,693 | 2,768,622 | 1,293,896 |
Undiscounted cash flows for finance leases recorded in the consolidated balance sheets were as follows at September 30, 2020.
$ | ||||||
October 1 to December 31, 2020 |
871,341 | |||||
2021 |
3,448,743 | |||||
2022 |
3,254,284 | |||||
2023 |
2,845,390 | |||||
2024 |
2,199,966 | |||||
Thereafter |
2,451,161 | |||||
|
|
|||||
Total minimum lease payments |
15,070,885 | |||||
Less: Amount of lease payments representing interest |
(1,617,114 | ) | ||||
|
|
|||||
Present value of future minimum lease payments |
|
13,453,771 |
|
|||
Less: Current portion of finance lease liabilities |
(2,907,779 | ) | ||||
|
|
|||||
Non-current finance lease liabilities |
|
10,545,992 |
|
|||
|
|
The lease term and discount rates are as follows:
(12)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
September 30,
2020 |
December 31,
2019 |
|||||||
Weighted average remaining lease term-finance leases (years) |
4.8 | 4.8 | ||||||
Weighted average discount rate-finance leases |
4.8% | 5.1% |
Supplemental cash flow information related to finance leases is as follows:
Nine-month
$ |
Nine-month
$ |
|||||||
Operating cash flows from finance leases |
461,400 | 189,940 | ||||||
Financing cash flows from finance leases |
905,296 | 639,259 | ||||||
Right-of-use assets obtained in exchange for finance lease obligations |
5,991,365 | 2,596,167 |
Operating
The information pertaining to operating lease liabilities on the consolidated balance sheet is as follows:
September 30,
$ |
December 31,
$ |
|||||||
Operating lease liabilities |
137,416,885 | 129,049,990 | ||||||
Less: Current portion of operating lease liabilities |
(9,470,609 | ) | (9,276,298) | |||||
|
|
|||||||
Non-current portion of operating lease liabilities |
127,946,276 | 119,773,692 | ||||||
|
|
The components of operating lease cost recognized in the consolidated statement of operations and comprehensive income (loss) are as follows:
Three-month
$ |
Three-month
$ |
Nine-month
$ |
Nine-month
$ |
|||||||||||||
Operating lease cost |
5,161,282 | 4,705,229 | 15,508,540 | 12,880,400 | ||||||||||||
Variable lease cost |
573,129 | 936,494 | 3,561,135 | 2,459,198 | ||||||||||||
Short-term lease cost |
83,719 | 75,162 | 209,426 | 96,083 | ||||||||||||
|
|
|||||||||||||||
Total operating lease cost |
5,818,130 | 5,716,885 | 19,279,101 | 15,435,681 |
(13)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
Undiscounted cash flows for operating leases recorded in the consolidated balance sheets were as follows at September 30, 2020.
$ | ||||||
October 1 to December 31, 2020 |
4,739,268 | |||||
2021 |
18,769,664 | |||||
2022 |
17,992,289 | |||||
2023 |
17,169,711 | |||||
2024 |
16,446,674 | |||||
Thereafter |
160,684,575 | |||||
|
|
|||||
Total minimum lease payments |
235,802,181 | |||||
Less: Amount of lease payments representing interest |
(98,385,296) | |||||
|
|
|||||
Present value of future minimum lease payments |
137,416,885 | |||||
Less: Current portion of operating lease liabilities |
(9,470,609) | |||||
|
|
|||||
Non-current operating lease liabilities |
127,946,276 | |||||
|
|
The lease term and discount rates are as follows:
September 30,
2020 |
December 31,
2019 |
|||||||
Weighted average remaining lease term-operating leases (years) |
13.1 | 14.1 | ||||||
Weighted average discount rate-operating leases |
7.5% | 7.1% |
Supplemental cash flow information related to operating leases is as follows:
Nine-month
$ |
Nine-month
$ |
|||||||
Operating cash flows from operating leases |
12,507,580 | 11,208,287 | ||||||
Right-of-use assets obtained in exchange for operating lease obligations |
16,099,338 | 133,482,766 |
8 Senior loans payable
The Amended May 2019 Loans and Wesley Chapel Loan are collectively referred to as the Senior Loans.
The minimum annual principal payments with respect to the Senior Loans (face value) as at September 30, 2020 are as follows:
(14)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
$ | ||||||
October 1, 2020 to December 31, 2020 |
928,301 | |||||
2021 |
5,045,698 | |||||
2022 |
6,881,454 | |||||
2023 |
7,246,356 | |||||
2024 |
341,864,398 | |||||
|
|
|||||
361,966,207 | ||||||
|
|
Amended May 2019 Loans
On June 2, 2020, the Company entered into an amendment to its senior credit agreement which amended the credit agreement signed effective May 31, 2019 (such amended credit agreement, the Amended May 2019 Credit Agreement). Under the terms of the Amended May 2019 Credit Agreement, the Company received in May 2019 a term loan A and term loan B (Term Loan A, Term Loan B and collectively, Term Loans) of $66,000,000 and $266,000,000, respectively (face value) and a revolving credit facility of $50,000,000, which was increased to $69,000,000 on June 2, 2020 (the Revolving Facility, and together with the Term Loans, the Amended May 2019 Loans). In addition, among other things, the amendment adjusted Akumins leverage and fixed charge ratios for the four quarters ended March 31, 2021, providing the Company with greater flexibility in its financial ratio covenants. Sixteen million dollars of the Term Loan A was subject to a delayed draw, which was drawn by the Company in October 2019 to partly finance the West Palm Beach Acquisition. The term of the Amended May 2019 Loans is five years from May 31, 2019. The Amended May 2019 Loans can be increased by an additional $100,000,000 subject to certain conditions. The proceeds of the Term Loans were used during 2019 to settle the Syndicated Loans for $112,482,181, the principal outstanding under Subordinated Note and related accrued and unpaid interest for $1,596,250, partly finance the ADG Acquisitions and Deltona Acquisition in May 2019 and pay related debt issuance costs. On May 31, 2019, management determined the fair value of the Amended May 2019 Loans to be their face value of $319,300,000 net of debt issuance costs of approximately $14.8 million and a debt modification accounting adjustment of approximately $1.0 million related to the settlement of the Syndicated Loans. The fair value of the Amended May 2019 Loans was determined based on managements estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 13). As at December 31, 2019, the Amended May 2019 Loans had a balance of approximately, $338.5 million. In June 2020, the amendment costs related to the Amended May 2019 Credit Agreement were netted against the balance of the Amended May 2019 Loans. The above-noted amendment to the senior credit agreement in June 2020 was considered debt modification for accounting purposes. As at September 30, 2020, the Amended May 2019 Loans had an amortized cost balance of approximately, $343.9 million. As discussed in note 19, the Amended May 2019 Loans and related accrued and unpaid interest and costs were settled completely on November 2, 2020 using proceeds of the 2025 Senior Notes.
(15)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
September 30, 2020 $ |
December 31, 2019 $ |
|||||||
Term Loan A and Revolving Facility |
93,629,000 | 87,824,000 | ||||||
Term Loan B |
250,310,809 | 250,710,995 | ||||||
Less: Current portion |
(3,980,000 | ) | (3,320,000 | ) | ||||
|
|
|||||||
339,959,809 | 335,214,995 | |||||||
|
|
Subject to the provisions described below, the minimum annual principal payments with respect to the Amended May 2019 Loans (face value) are as follows.
a) |
Term Loan A and Revolving Facility |
$ | ||||||
October 1, 2020 to December 31, 2020 |
165,000 | |||||
2021 |
1,980,000 | |||||
2022 |
3,795,000 | |||||
2023 |
4,290,000 | |||||
2024 |
83,399,000 | |||||
|
|
|||||
93,629,000 | ||||||
|
|
b) |
Term Loan B |
$ | ||||||
October 1, 2020 to December 31, 2020 |
665,000 | |||||
2021 |
2,660,000 | |||||
2022 |
2,660,000 | |||||
2023 |
2,660,000 | |||||
2024 |
258,465,398 | |||||
|
|
|||||
267,110,398 | ||||||
|
|
Effective November 14, 2018, the Company entered into a derivative financial instrument contract with a financial institution in order to mitigate interest rate risk under the variable interest rate Syndicated Loans (which were settled in 2019). The derivative financial instrument is an interest rate cap rate of 3.75% (LIBOR) per annum on a notional amount of 50% of the face value of the Syndicated Term Loan ($50,000,000 as at November 14, 2018). The termination date of this arrangement is August 31, 2021. The cost of this derivative financial instrument was $155,000. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. The fair value of this derivative as determined by the financial institution as at September 30, 2020 represented an asset to the Company of $8 (2019 - $597). As discussed in note 19, this derivative financial instrument was terminated and settled completely on November 2, 2020.
In addition, effective July 31, 2019, the Company entered into a derivative financial instrument, an interest rate collar contract (further amended in November 2019 and February 2020), with a financial institution in order to mitigate interest rate risk under the variable interest rate Term Loans. This derivative financial instrument has an underlying notional amount of 100% of the face value of Term Loan B ($266,000,000 as at July 31, 2019) and a
(16)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
termination date of July 31, 2022 with (i) a cap rate of 3.00% (LIBOR) per annum, and (ii) a floor rate of 1.1475% (LIBOR) per annum. There was no upfront cost of this derivative financial instrument. The Company has not designated this interest rate cap agreement as a cash flow hedge for accounting purposes. The fair value of this derivative as determined by the Company as at September 30, 2020 represented a liability to the Company of $4,905,871 (2019 - $951,702). As discussed in note 19, this derivative financial instrument was terminated and settled completely on November 2, 2020.
Changes in the fair value of these derivatives are recognized in the condensed consolidated statements of operations and comprehensive income (loss) in the line Financial instruments revaluation and other (gains) losses. During the nine-month period ended September 30, 2020, the Company incurred interest expense of $1,082,767 (2019 - $nil) with respect to the derivative financial instrument that was entered into in July 2019. The interest expense was paid on a monthly basis.
The Amended May 2019 Credit Agreement provides for the following (capitalized terms used below in this note and not defined elsewhere in these notes have the respective meanings given to them in the Amended May 2019 Credit Agreement):
● |
Interest |
The interest rates payable on the Amended May 2019 Loans are as follows: (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount at one-month LIBOR plus Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount at the Base Rate (the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate and (c) Eurodollar Rate plus 1.0%) plus Applicable Rate. As part of the amendments on June 2, 2020, an additional paid-in-kind interest accrues on the outstanding Term B Loans from time to time, which interest rate shall be (i) 2.00% per annum from June 2, 2020 to March 31, 2021, and (ii) thereafter the applicable percentage per annum will be determined by reference to the leverage ratio thresholds in the Amended May 2019 Credit Agreement. All advances under the Amended May 2019 Loans are currently classified as Eurodollar Rate Loans. The annualized effective interest rate under the Amended May 2019 Credit Agreement as at September 30, 2020 was approximately 7.6% per annum (September 30, 2019 8.1%). With respect to interest rate sensitivity as at September 30, 2020, a 1% increase in variable interest rates would have increased interest expense for the nine-month period ended September 30, 2020 by approximately $0.4 million (2019 $1.1 million).
● |
Payments |
The minimum principal payment schedule for the Amended May 2019 Loans is noted herein.
● |
Termination |
The termination date of the Amended May 2019 Loans is the earliest of (i) May 31, 2024 and (ii) the date on which the obligations become due and payable pursuant to the Amended May 2019 Credit Agreement.
● |
Restrictive covenants |
(17)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
In addition to certain covenants, the Amended May 2019 Credit Agreement places limits on the Companys ability to declare dividends or redeem or repurchase capital stock (including options or warrants), prepay, redeem or purchase debt, incur liens and engage in sale-leaseback transactions, make loans and investments, incur additional indebtedness, amend or otherwise alter debt and other material agreements, engage in mergers, acquisitions, capital expenditures and asset sales, enter into transactions with affiliates and alter the business the Company and the Subsidiaries currently conduct.
● |
Financial covenants |
The Amended May 2019 Credit Agreement contains financial covenants including certain leverage ratios and a limit on annual capital expenditures.
The Company is in compliance with the financial covenants and has no events of default under the Amended May 2019 Credit Agreement as at September 30, 2020.
● |
Events of default |
In addition to the above noted financial covenants, events of default under the Amended May 2019 Credit Agreement include, among others, failure to pay principal of or interest on any Amended May 2019 Loans when due, failure to pay any fee or other amount due within two days after the same comes due, failure of any loan party to comply with any covenants or agreements in the loan documents (subject to applicable grace periods and/or notice requirements), a representation or warranty contained in the loan documents is incorrect or misleading when made, events of bankruptcy and a change of control. The occurrence of an event of default would permit the lenders under the Amended May 2019 Credit Agreement to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.
● |
Security |
The Company has, subject to limited exceptions, granted general security over all assets of the Company and the Subsidiaries in connection with the Amended May 2019 Loans.
Wesley Chapel Loan
As part of the Rose Acquisition in 2018, the Company, through a subsidiary, assumed a senior secured loan (Wesley Chapel Loan) of $2,000,000 (face value) as of August 15, 2018 to finance the purchase of equipment and related installation at a clinic location around Tampa Bay, Florida. It has an annual interest rate of 5.0%, matures on August 15, 2023 and has monthly repayments of $37,742. The Wesley Chapel Loan was recognized at fair value of $1,908,456 on August 15, 2018 using an effective interest rate. The fair value was determined based on managements estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 13). As at September 30, 2020, the Wesley Chapel Loan had an amortized cost balance of approximately, $1.2 million.
(18)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
September 30, 2020 $ |
December 31, 2019 $ |
|||||||
Wesley Chapel Loan |
1,173,408 | 1,447,327 | ||||||
Less: Current portion |
(400,668 | ) | (385,952 | ) | ||||
|
|
|||||||
772,740 | 1,061,375 | |||||||
|
|
Subject to the provisions described below, the minimum annual principal payments with respect to the Wesley Chapel Loan (face value) are as follows:
$ | ||||
October 1, 2020 to March 31, 2020 |
98,301 | |||
2021 |
405,698 | |||
2022 |
426,454 | |||
2023 |
296,356 | |||
|
|
|||
1,226,809 | ||||
|
|
The Wesley Chapel Loan provides for the following terms:
● |
Interest |
5.0%.
● |
Payments |
Monthly payments (principal and interest) of $37,742. The minimum principal payment schedule for the Wesley Chapel Loan is noted herein.
● |
Termination |
August 15, 2023.
● |
Restrictive covenants |
In addition to certain covenants, the Wesley Chapel Loan limits the Companys ability to dispose of the assets of Akumin Corp., which is the guarantor to the Wesley Chapel Loan.
● |
Financial covenants |
None.
● |
Events of default |
Events of default under the Wesley Chapel Loan include, among others, failure to repay the Wesley Chapel Loan in full at maturity, or to pay any other sum due hereunder within ten days of the date when the payment is due, events of insolvency or disposition of all or substantially all of the assets related to the
(19)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
Rose Acquisition. The occurrence of an event of default would permit the lender to declare all amounts borrowed, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.
The Company has no events of default under the Wesley Chapel Loan as at September 30, 2020.
● |
Security |
The Company has granted first security interest to the lender over the equipment and leasehold improvements acquired using the proceeds of the Wesley Chapel Loan.
9 |
Subordinated notes payable earn-out |
September 30, 2020 $ |
December 31, 2019 $ |
|||||||
Subordinated note earn-out |
200,000 | 184,485 | ||||||
|
|
As part of the Tampa Acquisition, Akumin FL entered into a subordinated 6% note and security agreement with the sellers secured lender on May 11, 2018 (the Subordinated Note and Subordinated Note Lender, respectively) with a face value of $1,500,000 and a term of four years. The Subordinated Note was recognized at fair value of $1,490,932 on May 11, 2018 using an effective interest rate. The fair value was determined based on managements estimation of assumptions that market participants would use in pricing similar liabilities (it is considered a Level 3 liability as described in note 13; this liability was subsequently settled as noted below).
In accordance with the terms of the Subordinated Note, the Company used part of the proceeds of the Term Loans to settle the principal outstanding under the Subordinated Note on May 31, 2019, together with accrued and unpaid interest, for $1,596,250 (face value of $1,500,000 and accrued interest of $96,250). The Company also recorded a fair value loss of $6,830 on the extinguishment of the Subordinated Note, which was reflected in the 2019 consolidated statements of operations and comprehensive income (loss).
According to the Subordinated Note, the Company was subject to an earn-out liability (Subordinated Note Earn-out) of up to $4.0 million during the three-calendar year period beginning on January 1, 2019 and ending on December 31, 2021 (the Subordinated Note Earn-out Period), subject to the satisfaction of certain revenue-based milestones, as follows:
a) |
The Subordinated Note Earn-out for any given calendar year during the Subordinated Note Earn-out Period shall be equal to 50% of any positive difference calculated by subtracting the Base Revenue ($16,000,000) for such calendar year from the Subordinated Note Earn-out Revenue (defined below) for such calendar year. |
b) |
The Subordinated Note Earn-out Revenue for any calendar year during the Subordinated Note Earn-out Period shall be the gross revenue generated by the centres related to the Tampa Acquisition during such calendar year. |
(20)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
c) |
If Subordinated Note Earn-out Revenue for any calendar year of the Subordinated Note Earn-out Period is less than or equal to $16,000,000, no Subordinated Note Earn-out shall be payable for such calendar year. |
d) |
The maximum aggregate amount of the Subordinated Note Earn-out that may be earned over the Subordinated Note Earn-out Period is $4,000,000. |
The value of Subordinated Note Earn-out has been estimated by management using a probability-weighted valuation technique; changes in the fair value of this liability are recognized in the condensed consolidated statements of operations and comprehensive income (loss). Management estimated the fair value of Subordinated Note Earn-out as at May 11, 2018 of $160,790 based on a discount rate of 8.75% and managements estimated probability-weighted range of Subordinated Note Earn-out Revenue during the Subordinated Note Earn-out Period (it is considered a Level 3 liability as described in note 13; this liability was subsequently settled as noted below). The Subordinated Note Earn-out was revalued at $200,000 as at September 30, 2020 and the change in fair value was recognized in financial instruments revaluation in the condensed consolidated statements of operations and comprehensive income (loss). As discussed in note 19, the Company entered into a settlement with the holders of the Subordinated Note Earn-out to fully settle and terminate the Subordinated Note Earn-out for $200,000 on October 23, 2020.
Payments and termination
Under the Subordinated Note agreement, prior to May 11, 2022 (the Maturity Date), the Company may repay, without penalty, all or any portion of the Subordinated Note Earn-out, and accrued but unpaid interest.
Restrictive covenants
The Subordinated Note agreement places certain limits on Akumin FLs ability to declare dividends or other distributions, incur liens or indebtedness, make investments, undertake mergers or reorganizations or dispose of assets outside the ordinary course of business.
Financial covenants
None.
Events of default
Events of default under the Subordinated Note agreement include failure to pay any Subordinated Note Earn-out, once earned, together with interest when due, defaults in complying with terms of the Subordinated Note agreement, and the occurrence of bankruptcy events relating to Akumin FL. The occurrence of an event of default would permit the Subordinated Note Lender to declare any Subordinated Note Earn-out, once earned, together with accrued interest and fees, to be immediately due and payable and to exercise other default remedies.
Security
The Company has granted a security interest over all assets of Akumin FL as security for its obligations under the Subordinated Note. The Subordinated Note Earn-out is subordinate to the intercompany loan from the Company to Akumin FL.
The Company is in compliance with the terms of the Subordinated Note agreement as at September 30, 2020.
(21)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
10 |
Capital stock and warrants |
The authorized share capital of the Company consists of an unlimited number of voting common shares, with no par value.
Common shares | Warrants | RSUs | Total | |||||||||||||||||||||||||||||
Number |
Amount $ |
Number |
Amount $ |
Number |
Amount $ |
Number |
Amount $ |
|||||||||||||||||||||||||
January 1, 2019 |
62,371,275 | 123,746,423 | 1,249,512 | 1,742,910 | 1,120,656 | 2,671,147 | 64,741,443 | 128,160,480 | ||||||||||||||||||||||||
Issuance (i) |
6,250,000 | 23,437,500 | - | - | - | 1,559,418 | 6,250,000 | 24,996,918 | ||||||||||||||||||||||||
RSUs and warrants exercised |
1,219,653 | 4,813,632 | (436,497) | (569,733) | (783,156) | (2,932,753) | - | 1,311,146 | ||||||||||||||||||||||||
Warrants expired |
- | - | (288,015) | (438,798) | - | - | (288,015) | (438,798) | ||||||||||||||||||||||||
December 31, 2019 |
69,840,928 | 151,997,555 | 525,000 | 734,379 | 337,500 | 1,297,812 | 70,703,428 | 154,029,746 | ||||||||||||||||||||||||
Issuance (i) |
- | - | - | - | - | 14,138 | - | 14,138 | ||||||||||||||||||||||||
RSUs and warrants exercised |
337,500 | 1,311,950 | - | - | (337,500) | (1,311,950) | - | - | ||||||||||||||||||||||||
Warrants expired |
- | - | (525,000) | (734,379) | - | - | (525,000) | (734,379) | ||||||||||||||||||||||||
September 30, 2020 |
70,178,428 | 153,309,505 | - | - | - | - | 70,178,428 | 153,309,505 |
(i) |
RSU issuance amount includes stock-based compensation and costs related to RSUs during the period of the condensed consolidated financial statements. |
(22)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
During the nine months ended September 30, 2019, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company.
a) |
During the three months ended March 31, 2019, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company: |
i) |
During March 2017, the Company issued 300,825 warrants to purchase common shares on a 1:1 basis at an exercise price of $2.30 per common share. These warrants were scheduled to expire on March 10 and 17, 2019. During the three months ended September 30, 2018, 120,330 of these warrants were exercised into common shares. The remaining 180,495 warrants were exercised into common shares prior to expiry during the three months ended March 31, 2019. |
ii) |
The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were settled for common shares prior to March 31, 2019. |
b) |
During the three months ended June 30, 2019, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company: |
i) |
The Company issued approximately $23 million in equity (6,250,000 common shares at $3.75 per share, the closing price as of May 31, 2019) to certain sellers in connection with the ADG Acquisitions. |
ii) |
During August 2017, the Company issued 512,004 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. The expiry date for these warrants was August 8, 2019. During the three months ended June 30, 2019, 256,002 of these warrants were exercised into common shares. |
iii) |
The Board had granted 315,000 RSUs to certain employees of the Company between January 1 and March 12, 2018. Fifty percent of these RSUs vested between January 1 and March 12, 2019 in accordance with the terms of the RSU Plan and 25,000 of these vested RSUs were settled for common shares prior to March 31, 2019. The remaining 132,500 of these vested RSUs were settled for common shares prior to June 30, 2019. |
c) |
During the three months ended September 30, 2019, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company: |
i) |
During August 2017, the Company issued 512,004 warrants to purchase common shares on a 1:1 basis at an exercise price of $3.50 per common share. The expiry date for these warrants was August 8, 2019. During the three months ended June 30, 2019, 256,002 of these warrants were exercised into common shares. The remaining 256,002 of these warrants were not exercised into common shares and expired on August 8, 2019. |
During the nine months ended September 30, 2020, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company.
(23)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
a) |
During the three months ended March 31, 2020, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company: |
ii) |
As at December 31, 2019, the Company had 337,500 RSUs outstanding. All of these RSUs vested between January 1, 2020 and March 12, 2020. 285,000 of these RSUs were settled for common shares on March 12, 2020 in accordance with the terms of the RSU Plan. As at March 31, 2020, the Company had 52,500 RSUs outstanding. |
b) |
During the three months ended June 30, 2020, the following equity issuances or exercise or expiry of equity related instruments occurred at the Company: |
i) |
As at March 31, 2020, the Company had 52,500 RSUs outstanding. All of these RSUs vested between January 1, 2020 and March 12, 2020 and they were settled for common shares in accordance with the terms of the RSU Plan as follows. 10,000 of these RSUs were settled for common shares in April 2020 and the remaining RSUs were settled for common shares in June 2020. As at June 30, 2020 and September 30, 2020, the Company had no RSUs outstanding. |
iii) |
During May 2018, the Company had issued 525,000 warrants to purchase common shares on a 1:1 basis at an exercise price of $4.00 per common share. These warrants were not exercised into common shares and expired on May 2, 2020. |
c) |
During the three months ended September 30, 2020, there were no equity issuances or exercise or expiry of equity related instruments at the Company. |
The stock-based compensation related to RSUs, recognized in the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2020 was $nil and $14,138, respectively (2019 $441,532 and $1,352,870).
The stock-based compensation related to stock options, recognized in the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2020, was $568,375 and $1,712,272, respectively (2019 $411,056 and $1,452,671).
11 |
Commitments and contingencies |
The Company is party to various legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. With respect to these matters, the management evaluates the developments on a regular basis and accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. We believe that the amount or any estimable range of reasonably possible or probable loss will not, either individually or in the aggregate, have a material adverse effect on our business and condensed consolidated financial statements. However, the outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of managements expectations, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.
(24)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
Management believes a loss is probable in connection with the settlement of a government investigation that relates predominantly to historical reimbursements paid under federal healthcare programs to subsidiaries or the Revenue Practices. Management estimates the amount of the loss to be around $0.7 million to $0.9 million and that it would be paid prior to December 31, 2020. As a result, at September 30, 2020, a provision for this matter is included in accounts payable and accrued liabilities.
Commencing during Q1 2020 and continuing through the present and beyond, a pandemic relating to the novel coronavirus known as COVID-19 occurred causing significant financial market disruption and social dislocation. The pandemic is dynamic with various cities, counties, states and countries around the world responding or having responded in different ways to address and contain the outbreak, including the declaration of a global pandemic by the World Health Organization, a National State of Emergency in the United States and state and local executive orders and ordinances forcing the closure of non essential businesses and persons not employed in or using essential services to stay at home or shelter in place. At this stage, we have no certainty as to how long the pandemic, or a more limited epidemic, will last, what regions will be most affected or to what extent containment measures will be applied.
Imaging centers are healthcare facilities and as such are generally considered an essential service and expected to continue to operate during any epidemic or pandemic. However, there is potential that actions taken by government, referring physicians or individual actions, in response to containment or avoidance of this coronavirus could impact a patients ability or decision to seek imaging services at a given time which could have a significant impact on volume at our imaging centers leading to temporary or prolonged staff layoffs, reduced hours, closures and other cost containment efforts. Further, there is potential that certain services which are not urgent and can be deferred without significant harm to a patients health may be delayed, either by the Company in response to local laws or good public health practice or voluntarily by the patient. In addition, there is potential that the outbreak of the coronavirus could impact supply chains, including the Companys supply of personal protective equipment, and lead to personnel shortages, each of which could impact the ability of the Company to safely perform imaging services. It is also possible that social distancing efforts and sanitization and decontamination procedures could cause delays in the performance of imaging services. Depending on the severity and duration of the COVID-19 pandemic, there is potential for the Company to incur incremental credit losses beyond what is currently expected and potential future reduction in revenue and income and asset impairments.
12 |
Segmented financial information |
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. The Company has one reportable segment, which is outpatient diagnostic imaging services.
(25)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
13 |
Risk management arising from financial instruments |
The carrying value of cash, accounts receivable, accounts payable and accrued liabilities and leases (current portion) approximates their fair value given their short-term nature.
The carrying value of the non-current portion of leases approximates their fair value given the difference between the discount rates used to recognize the liabilities in the condensed consolidated balance sheets and the normalized expected market rates of interest is insignificant. The estimated fair values of other non-current liabilities were as follows:
September 30, 2020 $ |
December 31, 2019 $ |
|||||||||
Amended May 2019 loans payable |
372,502,600 | 360,596,500 | ||||||||
Wesley Chapel Loan payable |
1,216,100 | 1,483,830 | ||||||||
Subordinated note earn-out |
200,000 | 184,485 | ||||||||
ADG Acquisition earn-out |
9,377,106 | 14,834,067 | ||||||||
Derivative financial instruments |
4,905,863 | 951,105 | ||||||||
|
|
|||||||||
388,201,669 | 378,049,987 | |||||||||
|
|
Financial instruments recorded at fair value on the condensed consolidated balance sheets are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
|
Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities. As at September 30, 2020, the Company did not have any financial assets or liabilities measured at fair value under the Level 1 category. |
|
Level 2 inputs other than quoted prices included in Level 1 that are observable for the asset or liability; either directly (i.e., as prices) or indirectly (i.e., derived from prices). As at September 30, 2020, the derivative financial instruments were measured at fair value under the Level 2 category on recognition. They are subsequently remeasured at fair value under the Level 2 category. |
|
Level 3 inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
The Amended May 2019 Loans, Wesley Chapel Loan, Subordinated Note Earn-out and ADG Acquisition Earn-out were measured at fair value under the Level 3 category on recognition. The ADG Acquisition Earn-out and Subordinated Note Earn-out were subsequently remeasured at fair value under the Level 3 category (these liabilities were subsequently settled as discussed in note 6 and 9, respectively).
The following table summarizes information regarding the change in carrying value of the Companys financial instruments carried at fair value.
(26)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
Derivative
financial instruments $ |
Subordinated
$ |
ADG
$ |
||||||||||||||
January 1, 2019 |
(16,014 | ) | 169,642 | - | ||||||||||||
Issuance |
- | - | 14,748,022 | |||||||||||||
Financial instruments revaluation loss (gain) |
||||||||||||||||
Realized |
- | - | - | |||||||||||||
Unrealized |
967,119 | 14,843 | 86,045 | |||||||||||||
|
|
|||||||||||||||
December 31, 2019 |
951,105 | 184,485 | 14,834,067 | |||||||||||||
Financial instruments revaluation loss (gain) |
||||||||||||||||
Realized |
- | - | - | |||||||||||||
Unrealized |
3,954,758 | 15,515 | (5,456,961 | ) | ||||||||||||
|
|
|||||||||||||||
September 30, 2020 |
4,905,863 | 200,000 | 9,377,106 | |||||||||||||
|
|
There were no transfers between levels during the three and nine months ended September 30, 2020 and the twelve months ended December 31, 2019. A transfer is made between levels during the period that a financial instrument meets the relevant criteria.
Financial instruments are classified into one of the following categories: amortized cost, fair value through profit or loss and fair value through other comprehensive income.
The following table summarizes information regarding the carrying value of the Companys financial instruments:
September 30, 2020 $ |
December 31, 2019 $ |
|||||||||||
Cash |
27,356,544 | 23,388,916 | ||||||||||
Accounts receivable |
98,994,756 | 82,867,225 | ||||||||||
|
|
|||||||||||
Financial assets measured at amortized cost |
126,351,300 | 106,256,141 | ||||||||||
|
|
|||||||||||
Accounts payable and accrued liabilities |
32,340,619 | 26,262,225 | ||||||||||
Short-term portion of senior loans payable |
4,380,668 | 3,705,952 | ||||||||||
Short-term portion of leases |
12,378,388 | 11,066,293 | ||||||||||
Long-term portion of senior loans payable |
340,732,549 | 336,276,370 | ||||||||||
Long-term portion of leases |
138,492,268 | 126,399,101 | ||||||||||
|
|
|||||||||||
Financial liabilities measured at amortized cost |
528,324,492 | 503,709,941 | ||||||||||
|
|
|||||||||||
Subordinated note earn-out |
200,000 | 184,485 | ||||||||||
ADG Acquisition earn-out |
9,377,106 | 14,834,067 | ||||||||||
Derivative financial instruments |
4,905,863 | 951,105 | ||||||||||
|
|
|||||||||||
Measured at fair value through profit or loss |
14,482,969 | 15,969,657 | ||||||||||
|
|
(27)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
14 |
Basic and diluted income (loss) per share |
Three-month period ended September 30, 2020 $ |
Three-month period ended September 30, 2019 $ |
Nine-month period ended September 30, 2020 $ |
Nine-month period ended September 30, 2019 $ |
|||||||||||||
Net income (loss) attributable to common shareholders |
(1,550,121) | 2,683,085 | 1,427,220 | 6,153,515 | ||||||||||||
Weighted average common shares outstanding |
||||||||||||||||
Basic |
70,178,428 | 69,215,272 | 70,075,828 | 65,517,233 | ||||||||||||
Add: additional shares issuable upon exercise of employee stock options, warrants and restricted share units |
- | 1,521,530 | 1,641,031 | 1,521,530 | ||||||||||||
|
|
|||||||||||||||
Diluted |
70,178,428 | 70,736,802 | 71,716,859 | 67,038,763 | ||||||||||||
Income (loss) per share |
||||||||||||||||
Basic and diluted |
(0.02) | 0.04 | 0.02 | 0.09 | ||||||||||||
Employee stock options warrants and restricted share units excluded from the computation of diluted per share amounts as their effect would be antidilutive |
1,612,695 | - | - | - |
(28)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
15 |
Revenue information |
Three-month | Three-month | Nine-month | Nine-month | |||||||||||||
period ended | period ended | period ended | period ended | |||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2020 $ |
2019 $ |
2020 $ |
2019 $ |
|||||||||||||
Commercial |
45,305,109 | 47,772,539 | 130,408,011 | 118,644,607 | ||||||||||||
Medicare |
7,945,049 | 7,337,169 | 22,044,270 | 20,083,513 | ||||||||||||
Medicaid |
2,291,811 | 1,891,924 | 6,169,196 | 5,472,208 | ||||||||||||
Attorney |
5,467,807 | 5,723,395 | 16,404,285 | 9,461,822 | ||||||||||||
Workers comp |
2,762,129 | 2,917,767 | 7,895,542 | 7,484,691 | ||||||||||||
Other patient revenue |
2,815,032 | 2,580,546 | 7,459,920 | 7,441,286 | ||||||||||||
|
|
|||||||||||||||
Service fees - net of allowances and discounts |
66,586,937 | 68,223,340 | 190,381,224 | 168,588,127 | ||||||||||||
Other revenue (management and ancillary fees and government grants) |
537,503 | 650,592 | 2,706,419 | 1,822,142 | ||||||||||||
|
|
|||||||||||||||
67,124,440 | 68,873,932 | 193,087,643 | 170,410,269 | |||||||||||||
|
|
16 |
Cost of operations, excluding depreciation and amortization |
Three-month | Three-month | Nine-month | Nine-month | |||||||||||||
period ended | period ended | period ended | period ended | |||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2020 $ |
2019 $ |
2020 $ |
2019 $ |
|||||||||||||
Employee compensation |
21,373,254 | 23,793,719 | 62,071,836 | 60,457,981 | ||||||||||||
Reading fees |
9,507,254 | 9,475,721 | 27,853,567 | 24,242,249 | ||||||||||||
Rent and utilities |
7,065,939 | 7,109,620 | 22,884,290 | 18,800,137 | ||||||||||||
Third party services and professional fees |
5,396,226 | 5,121,945 | 16,502,804 | 12,637,341 | ||||||||||||
Administrative |
2,735,883 | 3,253,288 | 9,246,366 | 8,897,585 | ||||||||||||
Medical supplies and other |
2,774,893 | 2,091,514 | 7,983,930 | 5,881,389 | ||||||||||||
|
|
|||||||||||||||
48,853,449 | 50,845,807 | 146,542,793 | 130,916,682 | |||||||||||||
|
|
17 |
New accounting standards |
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Companys consolidated financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective.
(29)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
ASU 2018-15, Intangibles Goodwill and Other Internal Use Software (Topic 350-40)
In August 2018, the FASB issued ASU 2018-15, Intangibles Goodwill and Other Internal-Use Software (Topic 350-40). The ASU is intended to improve the recognition and measurement of financial instruments. The new guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This ASU is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. For all other entities, this ASU is effective for annual reporting periods beginning after December 15, 2020. The Company is considered an Emerging Growth Company as classified by SEC, which gives the Company relief in the timing of implementation of this standard by allowing the private company timing for adoption. The Company continues to evaluate the impact of the standard on its consolidated financial statements.
ASU 2016-13, Financial Instruments Credit Losses (Topic 326)
In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and related clarifying standards, which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to assess credit loss estimates. The ASU is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2022. The Company is considered an Emerging Growth Company as classified by SEC, which gives the Company relief in the timing of implementation of this standard by allowing the private company timing for adoption. The Company continues to evaluate the impact of the standard on its consolidated financial statements.
18 |
CARES Act |
i) |
During April 2020, the Company received approximately $1.1 million in grant under the first appropriation made by the U.S. Health and Human Services (HHS) to Medicare providers pursuant to the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). Subsequently, in December 2020, the Company received an additional grant from the HHS of approximately $4 million. Additional grants may be available to the Company through subsequent appropriations under this program. The Company applied for these grants after determining that it was eligible to do so. Also, the Company has incurred expenses and experienced loss of revenue that are eligible to be reimbursed under these grants. The grants received are |
(30)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
recorded in the condensed consolidated statements of operations and comprehensive income (loss) in the category Other revenue. |
ii) |
During April 2020, the Company received approximately $3.1 million of accelerated Medicare payments under the expanded Accelerated and Advance Payments Program from Centers for Medicare & Medicaid Service (CMS). These payments are required to be applied to claims beginning one year after their receipt through the adjudication of Medicare claims over a future period. These payments to the Company are recorded in the condensed consolidated balance sheets in the category Accounts payable and accrued liabilities until earned. |
iii) |
The CARES Act allows employers to defer the deposit and payment of the employers share of Social Security taxes. As of September 30, 2020, such taxes were approximately $1.5 million and are recorded in the condensed consolidated balance sheets in the category Accrued payroll taxes. |
19 |
Subsequent events |
i) |
On October 23, 2020, the Company paid $200,000 to completely settle the Subordinated Note Earn-out. |
ii) |
On November 2, 2020, the Company closed its previously announced offering of $400 million of aggregate principal amount of 7.00% senior secured notes due November 1, 2025 (the 2025 Senior Notes). The net proceeds from this offering were used to repay in full, in accordance with respective contracts, the Amended May 2019 Term Loans and Revolving Facility and the net derivative financial instrument liabilities and to pay related financing fees and expenses. The balance has been retained as cash. The 2025 Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by the Company and each of its direct or indirect wholly owned subsidiaries, including the Revenue Practices and the guarantors. |
iii) |
Concurrently with the closing of the 2025 Senior Notes, the Company entered into a new revolving credit agreement (the November 2020 Revolving Credit Agreement) with BBVA USA, as administrative and collateral agent to provide for a senior secured revolving credit facility in an aggregate principal amount of $55 million (the November 2020 Revolving Facility), with sub-limits for the issuance of letters of credit and for swingline loans. The November 2020 Revolving Facility is secured pari passu with the obligations under the 2025 Senior Notes. The November 2020 Revolving Facility will mature on the date that is five years after the issue date (the November 2020 Revolving Facility Maturity Date); provided that, if more than $50 million in aggregate principal amount of notes is outstanding on the date that is 181 days prior to the November 2020 Revolving Facility Maturity Date, then the November 2020 Revolving Facility Maturity Date shall instead be the date that is 181 days prior to the November 2020 Revolving Facility Maturity Date. |
The availability of borrowings under the November 2020 Revolving Facility is subject to customary terms and conditions.
iv) |
On November 2, 2020, the Company reached a settlement with the sellers of its Georgia business pursuant to the process contemplated by the purchase agreement for that business which valued the ADG Acquisition - Earn-out at approximately $9.4 million. In accordance with the terms of the purchase agreement between the parties, 50% of the value of ADG Acquisition - Earn-out (approximately $4.7 |
(31)
Akumin Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
September 30, 2020
(expressed in US dollars unless otherwise stated)
million) was paid within 5 business days after the value was finally determined and the balance is to be paid 6 months thereafter, in May 2021. |
v) |
The Company announced on February 11, 2021 that it completed its private offering of $75 million aggregate principal amount of additional 7.00% senior secured notes due November 2025 (the New Notes). The New Notes were offered as additional notes under the same indenture as the previously issued 2025 Senior Notes and will be treated as a single series with the 2025 Senior Notes. |
The Company expects to use the net proceeds from this offering for future acquisitions, with any unused proceeds to be used for working capital and other general corporate purposes, which may include reducing debt. The New Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each wholly owned subsidiary of the Company, including the Revenue Practices and the guarantors.
vi) |
Effective March 1, 2021, the Company completed a common equity investment in an artificial intelligence business as part of a private placement offering for approximately $4.6 million. The target develops artificial intelligence aided software programs for use in medical businesses, including outpatient imaging services of the sort provided by the Company. As a result of the investment, a previous investment in a convertible note instrument issued by the target to the Company in May 2020 converted for common equity. The Companys total investment is estimated to be valued at approximately $8.0 million and represents a 34.5% interest in the target. In addition, the Company holds share purchase warrants which, subject to the occurrence of certain events, and the payment of approximately $0.4 million, would entitle the Company to acquire a further 2.4% interest in the targets common equity. |
vii) |
On March 9, 2021, the Board granted 645,000 RSUs and 70,000 options to certain employees and consultants of the Company pursuant to the Companys RSU plan and stock option plan, respectively, in connection with the Companys equity bonus awards. In addition, 84,032 RSUs were granted to non-executive directors of the Company as part of their 2021 compensation and 50,000 RSUs were awarded as part of a signing bonus to an executive who started with the Company on March 29, 2021. Subject to and in accordance with the terms of the RSU plan, 50% of the RSUs granted will vest and settle for common shares one year after the date of grant and the remaining 50% will vest and settle for common shares two years after the date of grant. Subject to and in accordance with the stock option plan, the options were granted with an exercise price of $3.58 per share, representing the 5-day volume weighted average price of the shares prior to the date of grant and an expiry date of 7 years after the date of grant. The options granted will vest as follows: 34% of the grant vest one year after the date of grant, 33% two years after the date of grant and the remaining 33% three years after the date of grant. |
(32)
Exhibit 99.10
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our Firm under the caption Interests of Experts and to the use in this Annual Report on Form 40-F of our report dated March 31, 2021, with respect to the consolidated balance sheets of Akumin Inc. as of December 31, 2020 and 2019, and the consolidated statements of operations and comprehensive income (loss), changes in equity and cash flows for each of the years in the two-year period ended December 31, 2020, included in this Annual Report on Form 40-F.
/s/ Ernst & Young LLP
Miami, Florida
March 31, 2021