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Asset acquisitions
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Asset acquisitions

4.

Asset acquisitions:

During the year ended December 31, 2019, the Company completed five asset acquisitions. These asset acquisitions have been included in the anesthesia segment of the Company and represents the following:

 

Acquired Operation

 

Date Acquired

 

Consideration

 

Anesthesia Care Associates LLC (“ACA”)

 

January 2019

 

$

5,355,028

 

South Metro Anesthesia Associates LLC (“SMAA”)

 

May 2019

 

$

1,791,431

 

Crystal River Anesthesia Associates LLC (“CRAA”)

 

July 2019

 

$

2,174,003

 

Triad Sedation Associates LLC (“TSA”)

 

November 2019

 

$

3,828,661

 

Florida Panhandle Anesthesia Associates LLC (“FPAA”)

 

December 2019

 

$

2,762,302

 

 

 

The results of operations of the acquired entities have been included in the Company’s consolidated financial statements from the date of acquisition as the Company has control over these entities.

The following table summarizes the fair value of the consideration transferred and the allocated costs of the assets and liabilities acquired at the acquisition date.

 

 

 

ACA

 

 

SMAA

 

 

CRAA

 

 

TSA

 

 

FPAA

 

 

Total

 

Cash

 

$

5,239,003

 

 

$

1,752,465

 

 

$

2,130,000

 

 

$

3,185,843

 

 

$

2,725,000

 

 

$

15,032,311

 

Acquisition costs

 

 

116,025

 

 

 

38,966

 

 

 

44,003

 

 

 

15,173

 

 

 

37,302

 

 

 

251,469

 

Deferred consideration

 

 

—

 

 

 

—

 

 

 

—

 

 

 

627,645

 

 

 

—

 

 

 

627,645

 

Pre-transaction equity interest

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,595,275

 

 

 

—

 

 

 

1,595,275

 

Purchase consideration

 

$

5,355,028

 

 

$

1,791,431

 

 

$

2,174,003

 

 

$

5,423,936

 

 

$

2,762,302

 

 

$

17,506,700

 

Non-controlling interest

 

$

—

 

 

$

1,465,716

 

 

$

2,088,748

 

 

$

5,211,233

 

 

$

2,653,976

 

 

$

11,419,673

 

 

 

$

5,355,028

 

 

$

3,257,147

 

 

$

4,262,751

 

 

$

10,635,169

 

 

$

5,416,278

 

 

$

28,926,373

 

Assets and liabilities acquired:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exclusive professional services agreements

 

$

5,355,028

 

 

$

3,257,147

 

 

$

4,262,751

 

 

$

8,891,711

 

 

$

5,416,278

 

 

$

27,182,915

 

Cash

 

 

—

 

 

 

—

 

 

 

—

 

 

 

115,397

 

 

 

—

 

 

$

115,397

 

Accounts receivable

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,950,219

 

 

 

—

 

 

$

1,950,219

 

Prepaid expenses and deposits

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,518

 

 

 

—

 

 

$

1,518

 

Trade payables and other accruals

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(323,676

)

 

 

—

 

 

$

(323,676

)

Pre-close accounts receivable

 

 

50,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

$

50,000

 

Pre-close accounts payable

 

 

(50,000

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

$

(50,000

)

Fair value of net identifiable assets and

   liabilities acquired

 

$

5,355,028

 

 

$

3,257,147

 

 

$

4,262,751

 

 

$

10,635,169

 

 

$

5,416,278

 

 

$

28,926,373

 

Exclusive professional services

   agreements – amortization term

 

6 years

 

 

5 years

 

 

5 years

 

 

5 years

 

 

5 years

 

 

 

 

 

CRH ownership interest

 

 

100

%

 

 

55

%

 

 

51

%

 

 

51

%

 

 

51

%

 

 

 

 

 

The value of the acquired intangible assets, being exclusive professional services agreements, relate to the acquisition of exclusive professional services agreements to provide professional anesthesia services. The amortization term for the agreements is based upon contractual terms within the respective acquisition agreements and professional services agreements.

The non-controlling interest was determined with reference to the non-controlling interest shareholder’s share of the fair value of the net identifiable assets as estimated by the Company.  

The Company has obtained control over the acquired assets via the Company’s majority ownership in the shares of the entities and its agreements with the non-controlling interest shareholders.  

For those asset acquisitions where CRH ownership interest is less than 100%, in conjunction with the acquisition, both the Company and the non-controlling interest shareholder contributed loans.  The terms of the loans are such that they will be repaid first, prior to any future distributions and are non-interest bearing.

 

 

 

ACA

 

 

SMAA

 

 

CRAA

 

 

TSA

 

 

FPAA

 

 

Total

 

CRH member loan

 

$

—

 

 

$

55,000

 

 

$

63,750

 

 

$

—

 

 

$

71,400

 

 

$

190,150

 

Non-controlling interest member loan

 

$

—

 

 

$

45,000

 

 

$

61,250

 

 

$

—

 

 

$

68,600

 

 

$

174,850

 

Amount outstanding at December 31, 2019

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

140,000

 

 

$

140,000

 

 

Other Transactions

In addition to the above asset acquisition, on April 3, 2019, a subsidiary of the Company entered into a membership interest purchase agreement to purchase the remaining 49% interest in Arapahoe Gastroenterology Anesthesia Associates LLC (“Arapahoe”); prior to the purchase the Company held a 51% interest in the Arapahoe entity.  The purchase consideration, paid via cash, for the acquisition of the remaining 49% interest was $2,300,000 plus 49% of Arapahoe’s working capital as at March 31, 2019.  Additionally, the Company incurred deferred acquisition costs of $26,086. 

On August 31, 2019, a subsidiary of the Company entered into a membership interest purchase agreement to purchase the remaining 49% interest in Central Colorado Anesthesia Associates LLC (“CCAA”); prior to the purchase the Company held a 51% interest in the CCAA entity.  The purchase consideration, paid via cash, for the acquisition of the remaining 49% interest was $7,000,000 plus 49% of CCAA’s working capital as at August 31, 2019.  Additionally, the Company incurred deferred acquisition costs of $18,658. 

In September 2019, the Company also received a payment of $4,366,000 in respect of the LWA acquisition which was a reduction in the purchase price.  This payment served to reduce the value of the related LWA professional services contract intangible and did not modify ownership interest or the term of the LWA agreement.

On November 1, 2019, the Company acquired an additional 36% interest in Triad Sedation Associates LLC and Triad Support Services PLLC (collectively “TSA”). Prior to this transaction, the Company held a 15% interest in TSA and it was accounted for under the equity method.  Upon completing the transaction CRH acquired control of TSA; the Company has consolidated the results of TSA from the date control was obtained, November 1, 2019.  On conversion from an equity method investment to consolidation, CRH revalued its investment in TSA, resulting in a gain of $1,318,769.  See note 10.

 

During the year ended December 31, 2018, the Company completed five asset acquisitions. These asset acquisitions have been included in the anesthesia segment of the Company and represents the following:

 

Acquired Operation

 

Date Acquired

 

Consideration

 

Shreveport Sedation Associates LLC (“SSA”)

 

March 2018

 

$

9,495,184

 

Western Ohio Sedation Associates LLC (“WOSA”)

 

May 2018

 

$

6,483,698

 

Lake Washington Anesthesia LLC (“LWA”)

 

July 2018

 

$

5,041,939

 

Lake Erie Sedation Associates LLC (“LESA”)

 

September 2018

 

$

4,233,115

 

Tennessee Valley Anesthesia Associates LLC (“TVAA”)

 

December 2018

 

$

2,255,875

 

 

The results of operations of the acquired entities have been included in the Company’s consolidated financial statements from the date of acquisition as the Company has control over these entities.

The following table summarizes the fair value of the consideration transferred and the allocated costs of the assets and liabilities acquired at the acquisition date.

 

 

 

SSA

 

 

WOSA

 

 

LWA

 

 

LESA

 

 

TVAA

 

 

Total

 

Cash

 

$

9,404,148

 

 

$

6,409,000

 

 

$

5,000,000

 

 

$

4,180,000

 

 

$

2,200,000

 

 

$

27,193,148

 

Acquisition Costs

 

 

91,036

 

 

 

74,698

 

 

 

41,939

 

 

 

53,115

 

 

 

55,875

 

 

 

316,663

 

Purchase consideration

 

$

9,495,184

 

 

$

6,483,698

 

 

$

5,041,939

 

 

$

4,233,115

 

 

$

2,255,875

 

 

$

27,509,811

 

Non-controlling interest

 

$

—

 

 

$

6,229,435

 

 

$

4,844,217

 

 

$

—

 

 

$

2,167,409

 

 

$

13,241,061

 

 

 

$

9,495,184

 

 

$

12,713,133

 

 

$

9,886,156

 

 

$

4,233,115

 

 

$

4,423,284

 

 

$

40,750,872

 

Assets and liabilities acquired:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exclusive professional services

   agreements

 

$

9,391,036

 

 

$

12,713,133

 

 

$

9,886,155

 

 

$

4,233,115

 

 

$

4,423,284

 

 

$

40,646,723

 

Prepaid expenses and deposits

 

 

104,149

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

 

 

 

 

104,149

 

Pre-close accounts receivable

 

 

—

 

 

 

—

 

 

 

652,506

 

 

 

—

 

 

 

 

 

 

 

652,506

 

Pre-close accounts payable

 

 

—

 

 

 

—

 

 

 

(652,506

)

 

 

—

 

 

 

 

 

 

 

(652,506

)

Fair value of net identifiable assets and

   liabilities acquired

 

$

9,495,185

 

 

$

12,713,133

 

 

$

9,886,155

 

 

$

4,233,115

 

 

$

4,423,284

 

 

$

40,750,872

 

Exclusive professional services

   agreements – amortization term

 

 

7 years

 

 

 

10 years

 

 

 

7 years

 

 

 

10 years

 

 

 

7 years

 

 

 

 

 

CRH ownership interest

 

 

100

%

 

 

51

%

 

 

51

%

 

 

100

%

 

 

51

%

 

 

 

 

 

The value of the acquired intangible assets, being exclusive professional services agreements, relate to the acquisition of exclusive professional services agreements to provide professional anesthesia services. The amortization term for the agreements is based upon contractual terms within the respective acquisition agreements and professional services agreements.

The non-controlling interest was determined with reference to the non-controlling interest shareholder’s share of the fair value of the net identifiable assets as estimated by the Company.