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Note 11 - Subsequent Events
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Subsequent Events [Text Block]

Note 11.    Subsequent Events

 

On October 23, 2023, the Company completed the financing for the Icon upgrade at its stand-alone facility in Ecuador.  The financing is with DFC and is the second and final disbursement from the DFC Loan.  The second disbursement was for $1,750,000 payable in 16 quarterly installments with a fixed interest rate of 7.49%. The covenants and representations are consistent with the initial borrowing under the DFC Loan, see Note 3 - Long-Term Debt Financing. 

 

On November 10, 2023, the Company entered into an Investment Purchase Agreement (the “IPA”) to purchase 60% of the equity interests in each of Southern New England Regional Cancer Center, LLC and Roger Williams Radiation Therapy, LLC, both Rhode Island limited liability companies (collectively, the “Target Companies”) from GenesisCare USA, Inc., a Florida corporation (the “Seller”), for a purchase price of $2.85 million.  The Target Companies operate three fully functional, turn-key radiation therapy cancer centers in Rhode Island.  The closing of the transaction contemplated by the IPA is subject to certain events and conditions being met, including (i) bankruptcy court approval, (ii) the Seller and the Company entering into a consent agreement with the Rhode Island Department of Health and (iii) other customary closing conditions. The Company anticipates that conditions will be met in the next 60 days. The transaction, if and when finalized, will allow the Company to expand its footprint of owned and operated radiation oncology centers.

 

The transaction will be accounted for as a business combination under ASC 805 Business Combinations, which requires, among other things, that purchase consideration, assets acquired, and liabilities assumed be measured at their fair values as of the acquisition date. The initial purchase allocation for the business combination is incomplete at this time, subject to finalizing the IPA. After closing, disclosures regarding amounts recognized for major classes of assets acquired and liabilities assumed will be provided once the initial accounting is completed. 

 

Costs related to legal, financial and due diligence services performed in connection with this transaction are not material to date.