Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Entity Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-40199 |
Document Period End Date | Dec. 31, 2022 |
Entity Registrant Name | Greenbrook TMS Inc. |
Entity Incorporation, State or Country Code | Z4 |
Entity Address, Address Line One | 890 Yonge Street, 7th Floor |
Entity Address, City or Town | Toronto |
Entity Address, Country | CA |
Entity Address, Postal Zip Code | M4W 3P4 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Title of 12(b) Security | Common Shares |
Trading Symbol | GBNH |
Security Exchange Name | NASDAQ |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Accounting Standard | International Financial Reporting Standards |
Entity Shell Company | false |
Entity Central Index Key | 0001735948 |
Entity Common Stock, Shares Outstanding | 29,436,545 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Auditor Name | KPMG LLP |
Auditor Firm ID | 85 |
Auditor Location | Canada |
Business Contact | |
Entity Information [Line Items] | |
Entity Address, Address Line One | 890 Yonge Street, 7th Floor |
Entity Address, City or Town | Toronto |
Entity Address, Country | CA |
Entity Address, Postal Zip Code | M4W 3P4 |
City Area Code | 416 |
Local Phone Number | 322-9700 |
Contact Personnel Name | Bill Leonard |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 1,623,957 | $ 10,699,679 |
Restricted cash | 1,000,000 | 1,250,000 |
Accounts receivable, net | 13,898,305 | 10,997,389 |
Prepaid expenses and other | 2,520,676 | 1,912,357 |
Total current assets | 19,042,938 | 24,859,425 |
Property, plant and equipment | 3,719,621 | 1,925,056 |
Intangible assets | 18,151,665 | 9,589,399 |
Goodwill | 7,694,111 | 6,750,107 |
Right-of-use assets | 51,838,022 | 29,519,706 |
Total assets | 100,446,357 | 72,643,693 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 20,271,623 | 9,770,640 |
Current portion of loans payable | 2,376,335 | 513,992 |
Current portion of lease liabilities | 11,123,391 | 6,557,690 |
Current portion of shareholder loan | 46,995 | |
Other payables | 2,234,810 | 348,187 |
Non-controlling interest loans | 94,136 | 85,214 |
Deferred and contingent consideration | 1,000,000 | 1,250,000 |
Total current liabilities | 37,147,290 | 18,525,723 |
Loans payable | 50,027,818 | 13,052,641 |
Lease liabilities | 41,802,231 | 24,475,997 |
Shareholder loan | 2,065,443 | |
Total liabilities | 131,042,782 | 56,054,361 |
Shareholders' equity: | ||
Common shares | 114,120,362 | 98,408,917 |
Contributed surplus | 4,552,067 | 4,204,280 |
Deficit | (147,015,575) | (85,285,760) |
Total shareholders' equity excluding non-controlling interest | (28,343,146) | 17,327,437 |
Non-controlling interest | (2,253,279) | (738,105) |
Total shareholders' (deficit) equity | (30,596,425) | 16,589,332 |
Contingencies | ||
Total liabilities and shareholders' (deficit) equity | $ 100,446,357 | $ 72,643,693 |
Consolidated Statements of Net
Consolidated Statements of Net Loss and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Service revenue | $ 69,104,446 | $ 52,198,084 | $ 43,129,179 |
Expenses: | |||
Direct center and patient care costs | 35,587,444 | 27,592,735 | 21,743,256 |
Other regional and center support costs | 27,459,048 | 19,044,324 | 16,245,699 |
Depreciation | 8,158,396 | 5,839,006 | 5,708,210 |
Cost of revenue | 71,204,888 | 52,476,065 | 43,697,165 |
Regional operating loss | (2,100,442) | (277,981) | (567,986) |
Center development costs | 660,355 | 862,386 | 529,933 |
Corporate, general and administrative expenses | 26,236,703 | 20,666,954 | 15,145,361 |
Share-based compensation | 347,787 | 879,439 | 591,384 |
Amortization | 1,358,213 | 555,000 | 463,332 |
Interest expense | 8,724,412 | 4,761,443 | 2,806,286 |
Interest income | (12,250) | (14,689) | (20,990) |
Loss on extinguishment of loans | 2,331,917 | ||
Earn-out consideration | 10,319,429 | ||
Forgiveness of loan payable | (3,128,596) | ||
Impairment loss | 20,677,160 | ||
Loss before income taxes | (62,424,739) | (24,859,918) | (30,402,721) |
Loss for the year and comprehensive loss | (62,424,739) | (24,859,918) | (30,402,721) |
Loss for the year attributable to: | |||
Non-controlling interest | (698,265) | (108,430) | (739,181) |
Common shareholders of Greenbrook TMS | (61,726,474) | (24,751,488) | (29,663,540) |
Loss for the year and comprehensive loss | $ (62,424,739) | $ (24,859,918) | $ (30,402,721) |
Net loss per share | |||
Basic | $ (2.66) | $ (1.60) | $ (2.32) |
Diluted | $ (2.66) | $ (1.60) | $ (2.32) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Common shares | Contributed surplus | Deficit | Non-controlling interest | Total |
Balance, beginning of period at Dec. 31, 2019 | $ 50,185,756 | $ 2,757,252 | $ (30,441,280) | $ 444,405 | $ 22,946,133 |
Balance, beginning of period (in shares) at Dec. 31, 2019 | 11,683,689 | ||||
Net comprehensive loss for the year | (29,663,540) | (739,181) | (30,402,721) | ||
Issuance of common shares | $ 9,943,886 | 9,943,886 | |||
Issuance of common shares (in shares) | 1,818,788 | ||||
Share-based compensation | 591,384 | 591,384 | |||
Distributions to non-controlling interest | (143,500) | (143,500) | |||
Acquisition of subsidiary non-controlling interest | (97,156) | 45,716 | (51,440) | ||
Balance, end of period at Dec. 31, 2020 | $ 60,129,642 | 3,348,636 | (60,201,976) | (392,560) | 2,883,742 |
Balance, end of period (in shares) at Dec. 31, 2020 | 13,502,477 | ||||
Net comprehensive loss for the year | (24,751,488) | (108,430) | (24,859,918) | ||
Issuance of common shares | $ 38,203,671 | 38,203,671 | |||
Issuance of common shares (in shares) | 4,292,108 | ||||
Exercise of stock options | $ 46,875 | (18,125) | 28,750 | ||
Exercise of stock options (in shares) | 5,500 | ||||
Share-based compensation | 879,439 | 879,439 | |||
Redemption of warrants | $ 28,729 | (5,670) | 23,059 | ||
Redemption of warrants (in shares) | 1,800 | ||||
Distributions to non-controlling interest | (508,000) | (508,000) | |||
Acquisition of subsidiary non-controlling interest | (351,670) | 143,259 | (208,411) | ||
Non-controlling interest subsidiary investment | 19,374 | 127,626 | 147,000 | ||
Balance, end of period at Dec. 31, 2021 | $ 98,408,917 | 4,204,280 | (85,285,760) | (738,105) | 16,589,332 |
Balance, end of period (in shares) at Dec. 31, 2021 | 17,801,885 | ||||
Net comprehensive loss for the year | (61,726,474) | (698,265) | (62,424,739) | ||
Issuance of common shares | $ 15,711,445 | 15,711,445 | |||
Issuance of common shares (in shares) | 11,634,660 | ||||
Share-based compensation | 347,787 | 347,787 | |||
Distributions to non-controlling interest | (320,250) | (320,250) | |||
Acquisition of subsidiary non-controlling interest | (3,341) | (496,659) | (500,000) | ||
Balance, end of period at Dec. 31, 2022 | $ 114,120,362 | $ 4,552,067 | $ (147,015,575) | $ (2,253,279) | $ (30,596,425) |
Balance, end of period (in shares) at Dec. 31, 2022 | 29,436,545 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||
Loss for the year | $ (62,424,739) | $ (24,859,918) | $ (30,402,721) |
Adjusted for: | |||
Amortization | 1,358,213 | 555,000 | 463,332 |
Depreciation | 8,158,396 | 5,839,006 | 5,708,210 |
Interest expense | 8,724,412 | 4,761,443 | 2,806,286 |
Interest income | (12,250) | (14,689) | (20,990) |
Share-based compensation | 347,787 | 879,439 | 591,384 |
Loss on extinguishment of loans | 2,331,917 | ||
Non-cash transactions | (51,440) | ||
Gain on lender warrants | (38,430) | (205,894) | |
Loss on deferred share units | 372,724 | 205,337 | |
Gain (loss) on performance share units | (53,100) | 97,853 | |
Loss on conversion instruments | 712,479 | ||
Earn-out consideration | 10,319,429 | ||
Forgiveness of loan payable | (3,128,596) | ||
Impairment loss | 20,677,160 | ||
Change in non-cash operating working capital: | |||
Accounts receivable | 827,339 | (289,327) | (616,975) |
Prepaid expenses and other | 196,097 | (425,751) | 762,069 |
Accounts payable and accrued liabilities | 5,610,578 | 246,831 | 2,511,960 |
Provisions | (18,792) | ||
Cash provided by (used in) operating activities | (13,211,417) | (16,339,266) | (7,948,248) |
Financing activities: | |||
Net proceeds on issuance of common shares | 35,107,872 | 9,943,886 | |
Net proceeds on exercise of stock options | 28,750 | ||
Interest paid | (7,505,394) | (4,435,021) | (2,750,988) |
Broker warrants exercised | 23,059 | ||
Finance costs incurred | (3,074,459) | (29,493) | (1,411,364) |
Bank loans advanced | 55,000,000 | 18,080,760 | |
Bank loans repaid | (30,682,305) | (174,536) | (84,634) |
Shareholder loans repaid | (84,208) | ||
Principal repayment of lease liabilities | (9,373,953) | (5,600,683) | (4,630,828) |
Net non-controlling interest loans advanced | 8,922 | 8,077 | 7,463 |
Distribution to non-controlling interest | (320,250) | (508,000) | (143,500) |
Cash provided by (used in) financing activities | 3,968,353 | 24,420,025 | 19,010,795 |
Investing activities: | |||
Acquisitions, net of cash acquired | 688,958 | (6,585,931) | |
Change in restricted cash | 250,000 | (200,000) | 224,402 |
Acquisition of subsidiary non-controlling interest | (500,000) | (208,411) | |
Non-controlling interest subsidiary investment | 147,000 | ||
Deferred and contingent consideration paid | (250,000) | (8,273,630) | (224,402) |
Purchase of property, plant and equipment | (33,866) | (31,539) | |
Interest received | 12,250 | 14,689 | 20,990 |
Cash provided by (used in) investing activities | 167,342 | (15,137,822) | 20,990 |
Increase (decrease) in cash | (9,075,722) | (7,057,063) | 11,083,537 |
Cash, beginning of the year | 10,699,679 | 17,756,742 | 6,673,205 |
Cash, end of the year | $ 1,623,957 | $ 10,699,679 | $ 17,756,742 |
Reporting entity
Reporting entity | 12 Months Ended |
Dec. 31, 2022 | |
Reporting entity | |
Reporting entity | 1. Reporting entity: Greenbrook TMS Inc. (the “Company”), an Ontario corporation along with its subsidiaries, controls and operates a network of outpatient mental health services centers that specialize in the provision of Transcranial Magnetic Stimulation (“TMS”) therapy and other treatment modalities for the treatment of depression and related psychiatric services. The Company’s head and registered office is located at 890 Yonge Street, 7th Floor, Toronto, Ontario, Canada, M4W 3P4. The Company’s United States corporate headquarters is located at 8401 Greensboro Drive, Suite 425, Tysons Corner, Virginia, USA, 22102. |
Basis of preparation
Basis of preparation | 12 Months Ended |
Dec. 31, 2022 | |
Basis of preparation | |
Basis of preparation | 2. Basis of preparation: (a) Going concern: These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ( “ ” “ ” The Company has experienced losses since inception and has negative cash flow from operating activities of $13,211,417 for the year ended December 31, 2022 ($16,339,266 - year ended December 31, 2021; $7,948,248 - year ended December 31, 2020). The Company ’ On December 31, 2020, the Company entered into a credit and security agreement, which was amended on October 29, 2021, for a $30,000,000 secured credit facility (the “Oxford Credit Facility”) with Oxford Finance LLC (“Oxford”). The Oxford Credit Facility funded the $15,000,000 term loan at closing on December 31, 2020. On July 14, 2022, the Company entered into a credit agreement (the “Madryn Credit Agreement”) for a $75,000,000 secured credit facility (the “Madryn Credit Facility”) with Madryn Asset Management, LP (“Madryn”) and its affiliated entities. Upon closing of the Madryn Credit Facility, the Company drew a $55,000,000 term loan under the Madryn Credit Facility. In addition, the Madryn Credit Facility permits the Company to draw up to an additional $20,000,000 in a single draw at any time on or prior to December 31, 2024 for purposes of funding future mergers and acquisition activity. On July 14, 2022, the Company used $15,446,546 of the proceeds from the Madryn Credit Facility to repay in full the outstanding balance owing under the Oxford Credit Facility and also used $15,154,845 of the proceeds from the Madryn Credit Facility to repay various loans previously held by Success TMS (as defined below). The terms of the Madryn Credit Facility require the Company to satisfy various financial covenants including a minimum liquidity and minimum consolidated revenue amounts that became effective on July 14, 2022 and September 30, 2022, respectively. A failure to comply with these covenants, or failure to obtain a waiver for any non-compliance, would result in an event of default under the Madryn Credit Agreement and would allow Madryn to accelerate repayment of the debt, which could materially and adversely affect the business, results of operations and financial condition of the Company. As at December 31, 2022, the Company was in compliance with the financial covenants that were amended on December 22, 2022 through the Second Amendment of the Madryn Credit Agreement. 2. Basis of preparation (continued): Although the Company believes it will become cash flow positive in the future, the timing of this is uncertain and is also dependant on the execution of the Restructuring plan (see note 25 – – The existence of the above-described conditions indicate substantial doubt as to the Company ’ These consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumptions were not appropriate. If the going concern basis was not appropriate for these consolidated financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses, and the consolidated statements of financial position classification used, and these adjustments may be material. (b) Statement of compliance: The consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB. The significant accounting policies described below have been applied consistently to all periods presented. These consolidated financial statements were approved by the Board of Directors of the Company (the ” ” (c) Basis of measurement: These consolidated financial statements have been prepared on a historic cost basis except for financial instruments classified as fair value through profit or loss, which are stated at their fair value. Other measurement bases are described in the applicable notes. Presentation of the consolidated statements of financial position differentiates between current and non- current assets and liabilities. The consolidated statements of net loss and comprehensive loss are presented using the function classification of expense. Regional operating loss presents regional operating loss on an entity-wide basis and is calculated as total service revenue less direct center and patient care costs, other regional and center support costs, and depreciation. These costs encapsulate all costs (other than incentive compensation such as share-based compensation granted to senior regional employees) associated with the center and regional management infrastructure, including the cost of the delivery of TMS treatments to patients and the cost of the Company’s regional patient acquisition strategy. 2. Basis of preparation (continued): (d) Basis of consolidation: The consolidated financial statements comprise the accounts of Greenbrook TMS Inc., the parent company, and its subsidiaries. The Company accounts for its controlled subsidiaries using the consolidation method of accounting from the date that control commences and is deconsolidated from the date control ceases. Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee if and only if the Company has all of the following: (i) power over the investee; (ii) (iii) All transactions and balances between the Company and its subsidiaries are eliminated on consolidation, including unrealized gains and losses on transactions between companies. When the Company has control over a subsidiary but does not own 100%, this gives rise to non-controlling interest. Non-controlling interest arises from partnerships with local physicians, behavioral health groups or other strategic investors, which own minority interests in certain center subsidiaries. Changes in the Company’s interest in a subsidiary that does not result in a loss of control are accounted for as equity transactions. (e) Comparative information: (i) Share consolidation On January 12, 2021, the shareholders of the Company approved a special resolution for an amendment to the Company’s articles and authorized a consolidation (the “Share Consolidation”) of the Company’s common shares on the basis of a ratio that would permit the Company to qualify for a secondary listing on the NASDAQ Stock Market LLC (“Nasdaq”). On January 12, 2021, following the shareholder approval of the Share Consolidation, the Board authorized the implementation of the Share Consolidation on the basis of one (1) post-consolidation common share for every five (5) pre-consolidation common shares. The Share Consolidation was completed on February 1, 2021 and resulted in the number of issued and outstanding common shares being reduced from approximately 67.5 million to approximately 13.5 million, on a non-diluted basis, and no fractional common shares were issued as a result of the Share Consolidation. Any fractional interest in common shares that would otherwise have resulted from the Share Consolidation were rounded up to the next whole common share, if the fractional interest was equal to or greater than one-half of a common share, and rounded down to the next whole common share if the fractional interest was less than one-half of a common share. 2. Basis of preparation (continued): Effective on the date of the Share Consolidation, the exercise price and number of common shares issuable upon the exercise of outstanding stock options, warrants and other outstanding convertible securities were proportionately adjusted to reflect the Share Consolidation in accordance with the terms of such securities for the holders of such instruments. The Company has retrospectively presented the number of common shares, options and warrants on a post-Share Consolidation basis in these consolidated financial statements. (f) Use of estimates and judgments: The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, 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 reporting year. Actual results could differ from those 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. Significant estimates in connection with these consolidated financial statements include the measurement and determination of the transaction price in the estimation of revenue and accounts receivable, estimated useful life of property, plant and equipment; estimated value and useful life of intangible assets; amounts recorded as accrued liabilities; amounts recorded as performance share units, convertible instruments, deferred income taxes provisions; goodwill; assessment of contingent consideration; inputs used in the valuation of warrants and stock options granted; and the estimate of lease terms. Significant judgments in connection with these consolidated financial statements include assessment of control of subsidiaries; assessment of conditions relating to the Company ’ ’ (g) Functional and reporting currency: The functional and reporting currency of the Company and its subsidiaries is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the rates of exchange prevailing at the consolidated statements of financial position dates. Non-monetary assets and liabilities are translated at rates prevailing at the dates of acquisition. Expenses are translated at the average rate of exchange in effect during the month the transaction occurred. |
Significant accounting policies
Significant accounting policies | 12 Months Ended |
Dec. 31, 2022 | |
Significant accounting policies | |
Significant accounting policies | 3. Significant accounting policies: (a) Operating segments: Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker of the Company. The chief operating decision maker, which is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive committee consisting of the President and Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer. As the chief operating decision maker evaluates performance using entity-wide metrics, the Company has one reportable segment, which is outpatient mental health service centers. 3. Significant accounting policies (continued): (b) Business combinations: The Company accounts for business combinations using the acquisition method of accounting. 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 date of acquisition 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 interest in the acquired company are measured at the non-controlling interests’ proportionate share of the identifiable assets and liabilities of the acquired business. 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 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 the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of net loss and comprehensive loss in the period in which the adjustments were determined. Any deferred and contingent consideration is measured at fair value at the date of acquisition. During the measurement period, which may be up to one year from the business combination date and on conclusion of the measurement period, if an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and the settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration is recognized as part of the consolidated statements of net loss and comprehensive loss in the period in which the adjustments were determined. (c) Impairment of non-financial assets: The Company assesses, at each reporting date, whether there is an indication that a non-financial asset may be impaired. If any indication exists, the Company estimates the recoverable amount. The recoverable amount of an asset is the higher of its fair value, less costs to sell, and its value in use. Fair value less costs to sell is the amount obtainable from the sale of an asset in an arm’s-length transaction between knowledgeable, willing parties, less the costs of disposal. Costs of disposal are incremental costs directly attributable to the disposal of an asset and related income tax expense. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the carrying amount of an asset exceeds its recoverable amount, an impairment charge is recognized immediately in the consolidated statements of net loss and comprehensive loss by the amount by which the carrying amount of the asset exceeds the recoverable amount. Where an impairment loss subsequently reverses, the carrying amount of the asset (except goodwill) is increased to the lesser of the revised estimate of the recoverable amount, and the carrying amount that would have been recorded had no impairment loss been recognized previously. 3. Significant accounting policies (continued): Goodwill acquired in business combinations is allocated to cash generating units (“CGUs”) (or groups of CGUs) that are expected to benefit from the synergies of the combination. The determination of CGUs and the level at which goodwill is monitored requires judgment by management. Goodwill is tested annually for impairment and as required when impairment indicators exist, by comparing the carrying value of the CGUs against the recoverable amount. (d) Cash: Cash includes cash on hand and cash held with financial institutions. (e) Revenue recognition: Service fee revenue is recognized at a point in time upon the performance of services under contracts with customers and represents the consideration to which the Company expects to be entitled. Service fee revenue is determined based on net patient fees, which includes estimates for contractual allowances and discounts. Net patient fees are estimated using an expected value approach where management considers such variables as the average of previous net patient fees received by the applicable payor and fees received by other patients for similar services and management’s best estimate leveraging industry knowledge and expectations of third-party payors’ fee schedules. Third-party payors include federal and state agencies (under the Medicare programs), managed care health plans and commercial insurance companies. Variable consideration also exists in the form of settlements with certain insurance companies, including Medicare, as a result of retroactive adjustments due to audits and reviews. The Company applies constraint to the transaction price, such that net revenues are recorded only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in the future. If actual amounts of consideration ultimately received differ from the Company’s estimates, the Company adjusts these estimates, which would affect net revenues in the period such variances become known. A key determinant of IFRS 15, Revenue from Contracts with Customers Due to the nature of the industry and complexity of the Company’s revenue arrangements, where price lists are subject to the discretion of payors, variable consideration exists that may result in price concessions and constraints to the transaction price for the services rendered. In estimating this variable consideration, the Company uses significant judgment and considers various factors including, but not limited to, the following: ● commercial payors and the administrators of federally-funded healthcare programs exercise discretion over pricing and may establish a base fee schedule for TMS (which is subject to change prior to final settlement) or negotiate a specific reimbursement rate with an individual TMS provider; ● average of previous net service fees received by the applicable payor and fees received by other patients for similar services; 3. Significant accounting policies (continued): ● management’s best estimate, leveraging industry knowledge and expectations of third-party payors’ fee schedules; ● factors that would influence the contractual rate and the related benefit coverage, such as obtaining pre-authorization of services and determining whether the procedure is medically necessary; ● probability of failure in obtaining timely proper provider credentialing (including re-credentialling) and documentation, in order to bill various payors which may result in enhanced price concessions; and ● variation in coverage for similar services among various payors and various payor benefit plans. The Company updates the estimated transaction price (including updating its assessment of whether an estimate of variable consideration is constrained) to represent faithfully the circumstances present at the end of the reporting period and the changes in circumstances during the reporting period in which such variances become known. The above factors are not related to the creditworthiness of the large medical insurance companies and government-backed health plans encompassing the significant majority of the Company’s payors. The payors (large insurers and government agencies) have the ability and intent to pay, but price lists for the Company’s services are subject to the discretion of payors. As a result, the adjustment to reduce the transaction price and constrain the variable consideration is a price concession and not indicative of credit risk on the payors (i.e. not a bad debt expense). (f) Accounts receivable: Accounts receivable are non-interest bearing, unsecured obligations due from patients and third-party payors. The Company makes an implicit allowance for potentially uncollectible amounts to arrive at net receivables through its revenue recognition policy. In accordance with IFRS 9, Financial Instruments The methodology to arrive at net receivables is reviewed by management periodically. The balance of accounts receivable represents management’s estimate of the net realizable value of receivables after discounts and contractual adjustments. The Company performs an estimation and review process of methodology and inputs periodically to identify instances on a timely basis where such estimation models need to be revised. The Company considers a default to be a change in circumstances that results in the payor no longer having the ability and intent to pay. In these circumstances, the Company will recognize a write-off against the related accounts receivable balance and a corresponding bad debt expense. In estimating the collectability of its accounts receivable, the Company considers macroeconomic factors in assessing accounts receivable. Such factors would need to be significant in order to affect the ability and intent of the Company’s payors given their size and stature. As at December 31, 2022, no such factors were identified and therefore no provision for bad debt was recognized (December 31, 2021 – nil; December 31, 2020 – nil). 3. Significant accounting policies (continued): (g) Property, plant and equipment: Property, plant and equipment are recorded at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recognized over the estimated useful lives of the assets on a straight-line basis, unless stated otherwise, as follows: Furniture and equipment 5 years Leasehold improvements Lesser of 5 years or remaining lease term TMS devices 10 years The estimated useful lives of the assets and their terminal values are assessed on an annual basis based on historical experience, industry practice and management’s expectations. Expenditures for maintenance and repairs are charged to operations as incurred. (h) Intangible assets: The Company classifies intangible assets, obtained through acquisitions, as definite lived assets. Intangible assets consist of covenants not to compete, management service agreements with a professional organization and software. These intangible assets are recorded at cost and are amortized over their estimated useful lives, as follows: Covenants not to compete 5 years Management services agreements 15 years Software 5 years The Company reviews the appropriateness of the amortization period relating to the definite lived intangible assets annually. (i) Leases: At inception of a contract, the Company assesses whether that contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for the period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether (i) the contract involves the use of an identified asset, (ii) the Company has the right to obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use, and (iii) the Company has the right to direct the use of the identified asset. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, including periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option. If the Company expects to obtain ownership of the leased asset at the end of the lease, the Company will depreciate the asset over the underlying asset’s estimated useful life. 3. Significant accounting policies (continued): The lease liability is initially measured at the present value of the lease payments that are due to be paid at the commencement date. The lease payments are discounted using the implicit interest rate in the lease. If the rate cannot be readily determined, the Company’s incremental borrowing rate is used. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment as to whether it will exercise a purchase, extension or termination option. Variable lease payments that are not included in the measurement of the lease liability are recognized as an operating expense in the consolidated statements of net loss and comprehensive loss. The Company has elected not to recognize right-of-use assets and lease liabilities in respect of short-term leases that have a lease term of less than 12 months and leases in respect of low-value assets. The Company recognizes the lease payments associated with these leases as an operating expense in the consolidated statements of net loss and comprehensive loss on a straight-line basis over the lease term. The Company makes estimates when considering the length of the lease term, including considering facts and circumstances that can create an economic incentive to exercise an extension option. The Company makes certain qualitative and quantitative assumptions when deriving the value of the economic incentive. Periodically, the Company will reassess whether it is reasonably certain to exercise extension options and will account for any changes at the date of reassessment. The Company makes judgments in determining whether a contract contains an identified asset and in determining whether or not the Company has the right to control the use of the underlying asset. The Company also makes judgments in determining the incremental borrowing rate used to measure its lease liability in respect of each lease contract. As there are currently no market participants of a similar size and scale as the Company, the incremental borrowing rate is reflective of the interest rate applied historically on loans advanced. (j) Government grants: Interest free or less than market interest government loans or government-backed loans are measured at amortized cost using the effective interest rate method. The interest rate used is based on the market rate for a comparable instrument with a similar term. The difference between the fair value at inception and the loan proceeds received is recorded as a government grant. The grant portion is presented separately as deferred grant income on the consolidated statements of financial position. It is amortized over the useful life of the loan and is deducted against the related interest expense on the consolidated statements of net loss and comprehensive loss. (k) Defined contribution pension plan: A defined contribution pension plan is a post-employment benefit plan under which an entity pays fixed contributions to a separate entity and will have no legal or constructive obligation to pay future amounts. Obligations for contributions to defined contribution pension plans are expensed in the consolidated statements of net loss and comprehensive loss in the periods during which services are rendered by employees. 3. Significant accounting policies (continued): (l) Provisions: Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are measured based on management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to their present value where the effect is material. (m) Contingencies: Contingent liabilities are possible obligations whose existence will be confirmed only on the occurrence or non-occurrence of uncertain future events outside the Company’s control, or present obligations that are not recognized because it is not probable that an outflow of economic benefit would be required to settle the obligation or the amount cannot be measured reliably. Contingent liabilities are not recognized but are disclosed in the notes to the consolidated financial statements, including an estimate of their potential financial effect and uncertainties relating to the amount or timing of any outflow, unless the possibility of settlement is remote. 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. (n) Financial instruments: The Company initially measures its financial assets and financial liabilities at fair value and classifies them as financial assets or liabilities at fair value through profit or loss. After initial measurement, financial assets (which include cash and accounts receivable) and liabilities (which include accounts payable and accrued liabilities, lease liabilities, loans payable, and non-controlling interest loans payable) are subsequently measured at amortized cost using the effective interest rate method, with any resulting premium or discount from the face value being amortized to the consolidated statements of net loss and comprehensive loss. Amortization is recorded using the effective interest rate method. Financial liabilities that are derivative in nature (which include other payables) that will or may be settled other than by the exchange of a fixed amount of cash or another financial asset are subsequently measured at fair value at each reporting date, with any gain or loss being recorded in the consolidated statements of net loss and comprehensive loss. The Company recognizes loss allowances for expected credit losses on financial assets measured at amortized cost. Loss allowances for accounts receivable are always measured at an amount equal to the expected credit losses for the subsequent 24-month period. A financial asset carried at amortized cost is considered credit-impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. Individually significant financial assets are tested for credit-impairment on an individual basis. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. 3. Significant accounting policies (continued): Losses are recognized in the consolidated statements of net loss and comprehensive loss. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through the consolidated statements of net loss and comprehensive loss. (o) Fair value measurement: Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. The Company categorizes its financial assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs used in the measurement. ● Level 1 - This level includes assets and liabilities measured at fair value based on unadjusted quoted prices for identical assets and liabilities in active markets that are accessible at the measurement date. ● Level 2 - This level includes valuations determined using directly or indirectly observable inputs other than quoted prices included within Level 1. Derivative instruments in this category are valued using models or other standard valuation techniques derived from observable market inputs. ● Level 3 - This level includes valuations based on inputs which are less observable, unavailable or where the observable data does not support a significant portion of the instruments’ fair value. (p) Share capital: Common shares are classified as shareholders’ equity. Incremental transaction costs directly attributable to the issue of common shares and share purchase options are recognized as a deduction from shareholders’ equity, net any of tax effects. When share capital recognized as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is recognized as a deduction from shareholders’ equity. Dividends are discretionary and are recognized as distributions within equity upon approval by the Board. (q) Share-based compensation: (i) Options: The Company has adopted an omnibus equity incentive plan (the “Equity Incentive Plan”). The Equity Incentive Plan is open to employees, directors, officers and consultants of the Company and its affiliates. For employees, the value of equity-settled options is measured by reference to the fair value of the equity instrument on the date which they are granted. The fair value is recognized as an expense with a corresponding increase in contributed surplus over the vesting period. The Board has the discretion to establish the vesting period for stock options granted. 3. Significant accounting policies (continued): Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. Fair value is calculated using the Black-Scholes option pricing model, which requires the input of highly subjective assumptions, including the volatility of share prices, forfeiture rate and expected life and changes in subjective input assumptions that can materially affect the fair value estimate. The Company estimates the expected forfeiture rate of equity-settled share-based compensation based on historical experience and management’s expectations. Consideration received upon the exercise of stock options is credited to share capital, at which time the related contributed surplus is transferred to share capital. (ii) Performance share units and restricted share units: The Company may issue performance share units (“PSUs”) and restricted share units (“RSUs”) under the Equity Incentive Plan to employees, directors and consultants of the Company and its affiliates; however, non-employee directors of the Company are not entitled to receive grants of PSUs. Each tranche in an award of PSUs or RSUs is considered a separate award with its own grant date fair value. The Company, at its discretion, will determine at the time of grant if the applicable PSUs or RSUs, as the case may be, are to be cash-settled or equity-settled. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of PSUs or RSUs that eventually vest. If cash-settled, the fair value of the grants of PSUs and RSUs are recorded in corporate, general and administrative expenses. The fair value is recognized as a liability in the consolidated statements of financial position. The PSUs and RSUs are subsequently remeasured at the end of each reporting period and any changes are recognized as an expense in the consolidated statements of net loss and comprehensive loss until the award is settled. If equity-settled, the fair value of the grants of PSUs and RSUs are recognized as an expense in the consolidated statements of net loss and comprehensive loss. The total amount to be expensed is determined by the fair value of the PSUs and RSUs granted. The total expense is recognized over the vesting period which is the period over which all of the service vesting conditions are satisfied. (iii) Deferred share units: The Company has adopted a deferred share unit plan for its non-employee directors (the “DSU Plan”). Each tranche in an award of deferred share units (“DSUs”) is considered a separate award with its own grant date fair value. Grants of DSUs are recorded at fair value in corporate, general and administrative expenses. As DSUs are cash-settled, the fair value of a DSU is recognized as a liability in the consolidated statements of financial position. The DSUs are subsequently remeasured at the end of each reporting period and any changes are recognized as an expense in the consolidated statements of net loss and comprehensive loss until the award is settled. 3. Significant accounting policies (continued): (r) Finance income and finance costs: Finance income comprises interest income on cash equivalents recognized in the consolidated statements of net loss and comprehensive loss as it accrues, using the effective interest method. Finance costs comprise interest expense on borrowings and lease liabilities that are recognized in the consolidated statements of net loss and comprehensive loss. (s) Income taxes: Income tax expense comprises current and deferred tax. Income tax expense (recovery) is recognized in the consolidated statements of net loss and comprehensive loss. Current income tax expense represents the amount of income taxes payable based on tax law that is enacted or substantively 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 years to date. The Company uses the deferred tax method of accounting for income taxes. Accordingly, deferred tax assets and liabilities are recognized for the deferred tax consequences attributable to differences between the consolidated financial statements’ carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statements of net loss and comprehensive loss in the year in which the enactment or substantive enactment occurs. 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. 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. In determining the amount of current and deferred taxes, the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Company believes that its tax liabilities for uncertain tax positions are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. The assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Company to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made. (t) Earnings / loss per share: Basic earnings / loss per common share (“EPS”) is calculated by dividing the net earnings / loss 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 / loss available to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive instruments. |
Recent accounting pronouncement
Recent accounting pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
Recent accounting pronouncements | |
Recent accounting pronouncements | 4. Recent accounting pronouncements: The IASB has issued the following amendments to the existing standards that will become effective for periods beginning on or after January 1, 2023: (i) IAS 12 – Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction, narrowing the scope for exemption when recognizing deferred taxes. The amendments are effective for annual periods beginning on or after January 1, 2023. Earlier adoption is permitted. (ii) IAS 1 – Presentation of Financial Statements: Non-current Liabilities with Covenants relates to the removal of the requirement for a right to deter settlement or roll over of a liability for at least twelve months to be unconditional. Instead, such a right must exist at the end of the reporting period and have substance. The amendments are effective for annual periods beginning on or after January 1, 2024. Earlier adoption is permitted. (iii) IAS 1 – Presentation of Financial Statements: Disclosure of Accounting Policies relates to the requirement for companies to disclose their material accounting policies rather than their significant accounting policies. The amendments are effective for annual periods beginning on or after January 1, 2023. Earlier adoption is permitted. (iv) IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates relates to a new definition for accounting estimates, clarifying that they are monetary amounts in the financial statements that are subject to measurement uncertainty. The amendments are effective for annual periods beginning on or after January 1, 2023. Earlier adoption is permitted. The Company has not early-adopted the above noted standards. The Company is currently assessing the impact of these pronouncements but presently does not expect these amendments to the existing standards to, individually or in the aggregate, have any material impact on the Company ’ |
Business acquisitions
Business acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business acquisitions | |
Business acquisitions | 5. Business combinations: (a) Acquisition of Achieve TMS East/Central: On October 1, 2021, the Company, through its wholly-owned subsidiary, TMS NeuroHealth Centers Inc., completed the acquisition (the “Achieve TMS East/Central Acquisition”) of all of the issued and outstanding membership interests of Achieve TMS East, LLC (“Achieve TMS East”) and Achieve TMS Central, LLC (“Achieve TMS Central”, and together with Achieve TMS East, “Achieve TMS East/Central”). The initial aggregate purchase price for Achieve TMS East/Central was $7,905,700, excluding Achieve TMS East/Central’s cash and subject to customary working capital adjustments. The Company paid $6,655,700 in cash upon closing of the Achieve TMS East/Central Acquisition and the remaining $1,250,000 was held in an escrow account, subject to the finalization of the escrow conditions. In addition, the purchase price payable in respect of the Achieve TMS East/Central Acquisition includes contingent consideration that is subject to a capped earn-out of up to an additional $2,500,000 based on the earnings before interest, tax, depreciation and amortization (“EBITDA”) achieved by Achieve TMS East during the twelve-month period following the closing of the Achieve TMS East/Central Acquisition. All subsequent changes in the fair value of this liability are recognized in the consolidated statements of net loss and comprehensive loss. As at October 1, 2021, December 31, 2021, and December 31, 2022, the Company estimated the fair value of the purchase price payable in respect to the earn-out to be nil. The amount recognized as at October 1, 2021, December 31, 2021 and December 31, 2022 is based on management’s best estimate of the earn-out payable and is subject to estimation uncertainty. 5. Business combinations (continued): The deferred and contingent consideration payable balance related to the Achieve TMS East/Central Acquisition as at October 1, 2021 was $1,250,000, made up of an estimated nil earn-out payable and $1,250,000 in cash that is restricted and being held in an escrow account, subject to finalization of the escrow conditions. As at December 31, 2022, $250,000 of the restricted cash held in escrow was released to the vendors resulting in a balance of $1,000,000 as at December 31, 2022 and was classified as restricted cash. The Achieve TMS East/Central Acquisition represented the addition of 17 new TMS centers (each, a “TMS Center”) and strengthened the Company’s presence in New England and in the central United States. The Achieve TMS East/Central Acquisition was accounted for using the acquisition method of accounting. The allocation of the purchase price consideration for the Achieve TMS East/Central Acquisition was finalized, with no changes to the preliminary purchase price allocation, during the year ended December 31, 2022, and is comprised as follows: Purchase consideration Cash paid, net of cash acquired ($69,769) $ 6,585,931 Deferred and contingent consideration 1,250,000 Working capital adjustment (104,052) 7,731,879 Net assets acquired Current assets, excluding cash acquired 460,070 Property, plant and equipment 57,544 Covenants not to compete 550,000 Management services agreement 3,850,000 Right-of-use assets 2,366,868 Accounts payable and accrued liabilities (228,193) Current lease liabilities (1,152,426) Long-term lease liabilities (1,214,441) 4,689,422 Goodwill $ 3,042,457 As part of the Achieve TMS East/Central Acquisition, the Company acquired a management services agreement (the “Achieve TMS East/Central MSA”) between Achieve TMS East/Central and professional entities owned by an Achieve TMS East/Central physician, under which it provides management, administrative, financial and other services in exchange for a fee. The Achieve TMS East/Central MSA is the key intangible asset identified as part of the Achieve TMS East/Central Acquisition and drives the value of the business. The Achieve TMS East/Central MSA was valued using the multi-period excess earnings method. The multi-period excess earnings method considers the present value of net cash flows expected to be generated by the Achieve TMS East/Central MSA by excluding any cash flows related to contributory assets. The purchase agreement in respect of the Achieve TMS East/Central Acquisition included a non-compete covenant from the sellers in favor of the Company. Pursuant to this covenant, the sellers are prohibited from competing with Achieve TMS East/Central for a period of five year 5. Business combinations (continued): The purchase price allocation is final. Goodwill is primarily attributable to the ability to expand the Company ’ ’ (b) Acquisition of Success TMS: On July 14, 2022, the Company, through its wholly-owned U.S. subsidiary, TMS NeuroHealth Centers Inc., completed the acquisition of all of the issued and outstanding equity interests in Check Five LLC, a Delaware limited liability company (doing business as “Success TMS”) (“Success TMS”) from its parent company, Success Behavioral Holdings LLC (the “Success TMS Acquisition”) pursuant to a Membership Interest Purchase Agreement dated as of May 15, 2022 (the “Purchase Agreement”), by and among the Company, Success TMS and its direct and indirect owners, including Success Behavioral Holdings, LLC, Theragroup LLC, The Bereke Trust U/T/A Dated 2/10/03, Batya Klein and Benjamin Klein (collectively, the “Seller Parties”). As consideration for the purchase of Success TMS, the Seller Parties received, in the aggregate, 8,725,995 common shares of the Company valued at $11,783,584, and an additional 2,908,665 common shares of the Company, valued at $3,927,861, have been held back and deposited with an escrow agent, to be released to Benjamin Klein or the Company, as applicable, upon satisfaction of customary working capital and certain other adjustments, including to satisfy any indemnity claims against the Seller Parties (such common shares issued as consideration to the Seller Parties, including the common shares deposited in escrow, collectively, the “Consideration Shares”). The purchase price consideration was determined based on the pro forma revenue contribution of the two companies and was fixed at an amount equal to approximately 40% of the total issued and outstanding common shares of the Company on a post-acquisition basis and subject to adjustments, as described above. The Success TMS Acquisition represented the addition of 47 new TMS Centers, with a new presence in additional states, including Illinois, New Jersey, Nevada and Pennsylvania. 5. Business combinations (continued): The Success TMS Acquisition has been accounted for using the acquisition method of accounting. The allocation of the purchase price consideration for the Success TMS Acquisition is preliminary, and is comprised as follows: Purchase consideration Share issuance $ 11,783,584 Share issuance, held in escrow 3,927,861 15,711,445 Net assets acquired Cash acquired 688,958 Accounts receivable, net 3,728,255 Prepaid expenses and other 804,416 Property, plant and equipment 829,049 Software 363,424 Management services agreements 15,850,000 Right-of-use assets 23,650,865 Accounts payable and accrued liabilities (4,890,405) Deferred grant income (225,559) Loans payable (14,836,324) Shareholder loan (2,078,979) Lease liabilities (23,500,474) 383,226 Goodwill $ 15,328,219 As part of the Success TMS Acquisition, the Company acquired five management services agreements (the “Success TMS MSAs”) between Success TMS and professional entities owned by Success TMS physicians, under which it provides management, administrative, financial and other services in exchange for a fee. The Success TMS MSAs are the key intangible assets identified as part of the Success TMS Acquisition and drives the value of the business. The Success TMS MSAs are valued using the multi-period excess earnings method. The multi-period excess earnings method considers the present value of net cash flows expected to be generated by the Success TMS MSAs by excluding any cash flows related to contributory assets. The purchase price allocation is considered to be preliminary should subsequent adjustments during the measurement period occur as a result of the finalization of the fair value of other receivables, accounts payable and accrued liabilities as well as potential unrecorded liabilities. Goodwill is primarily attributable to the ability to expand the Company’s national footprint and the synergies expected to result from combining Success TMS’ operations with the Company, and is allocated to the Success TMS CGU. Goodwill is deductible for tax purposes. From the date of closing of the Success TMS Acquisition on July 14, 2022 up to and including December 31, 2022, Success TMS has contributed service revenues and a net loss of $13,797,864 and $6,844,682, respectively. For the year ended December 31, 2022, $1,265,225 of Success TMS Acquisition-related costs have been incurred and are included in corporate, general and administrative expenses on the consolidated statements of net loss and comprehensive loss. 5. Business combinations (continued): The unaudited annual consolidated revenue and loss for the year and comprehensive loss, not including operational synergies, on a proforma basis as if the Company acquired Success TMS as at January 1, 2022, is $85,303,120 and $81,616,869, respectively. This proforma information is for informational purposes only and does not represent actual results of operations for the period presented. |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, plant and equipment. | |
Property, plant and equipment | 6. Property, plant and equipment: Furniture and Leasehold equipment improvements TMS devices Total Cost Balance, December 31, 2020 $ 175,416 $ 183,103 $ 2,126,091 $ 2,484,610 Additions — — 544,127 544,127 Additions through business combinations (note 5(a)) — — 57,544 57,544 Asset disposal (59,812) (3,704) (191,537) (255,053) Balance, December 31, 2021 115,604 179,399 2,536,225 2,831,228 Additions — 33,866 1,496,254 1,530,120 Additions through business combinations (note 5(b)) — 131,071 697,978 829,049 Asset disposal — — (74,184) (74,184) Balance, December 31, 2022 $ 115,604 $ 344,336 $ 4,656,273 $ 5,116,213 Accumulated depreciation Balance, December 31, 2020 $ 112,176 $ 30,884 $ 650,214 $ 793,274 Depreciation 27,991 29,297 310,663 367,951 Asset disposal (59,812) (3,704) (191,537) (255,053) Balance, December 31, 2021 80,355 56,477 769,340 906,172 Depreciation 23,119 39,064 502,421 564,604 Asset disposal — — (74,184) (74,184) Balance, December 31, 2022 $ 103,474 $ 95,541 $ 1,197,577 $ 1,396,592 Net book value Balance, December 31, 2021 $ 35,249 $ 122,922 $ 1,766,885 $ 1,925,056 Balance, December 31, 2022 12,130 248,795 3,458,696 3,719,621 |
Intangible assets and goodwill
Intangible assets and goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Intangible assets and goodwill | |
Intangible assets and goodwill | 7. Intangible assets and goodwill: (a) Intangible assets: Management Covenants not services agreements to complete Software Total Cost Balance, December 31, 2020 $ 6,020,000 $ 310,000 $ — $ 6,330,000 Additions (note 5(a)) 3,850,000 550,000 — 4,400,000 Balance, December 30, 2021 9,870,000 860,000 — 10,730,000 Additions through business combinations (note 5(b)) 15,850,000 — 363,424 16,213,424 Impairment loss (note 7(c)) (5,831,916) (461,029) — (6,292,945) Balance, December 31, 2022 $ 19,888,084 $ 398,971 $ 363,424 $ 20,650,479 Accumulated depreciation Balance, December 31, 2020 $ 507,240 $ 78,361 $ — $ 585,601 Amortization 465,500 89,500 — 555,000 Balance, December 31, 2021 972,740 167,861 — 1,140,601 Amortization 1,146,567 172,000 39,646 1,358,213 Balance, December 31, 2022 $ 2,119,307 $ 339,861 $ 39,646 $ 2,498,814 Net book value Balance, December 31, 2021 $ 8,897,260 $ 692,139 $ — $ 9,589,399 Balance, December 31, 2022 17,768,777 59,110 323,778 18,151,665 As a part of the Achieve TMS East/Central Acquisition, the Company acquired goodwill, the management service agreement and covenant not to compete intangible assets (see note 5). As a part of the Success TMS Acquisition, the Company acquired goodwill, the management service agreements and software intangible assets (see note 5). 7. Intangible assets and goodwill (continued): (b) Goodwill: Total Cost Balance, December 31, 2020 $ 3,707,650 Additions (note 5(a)) 3,042,457 Balance, December 31, 2021 6,750,107 Additions (note 5(b)) 15,328,219 Balance, December 31, 2022 $ 22,078,326 Impairment Balance, December 31, 2020 $ — Impairment — Balance, December 31, 2021 — Impairment (note 7 (c)) (14,384,215) Balance, December 31, 2022 $ (14,384,215) Net book value Balance, December 31, 2021 $ 6,750,107 Balance, December 31, 2022 7,694,111 The Company has determined that there are four CGUs: Achieve TMS East/Central, Achieve TMS West (as defined below) (the “Achieve TMS West CGU”), Success TMS and the remaining Company operations (the”Greenbrook CGU”). Prior to impairment, the Achieve TMS East/Central goodwill of $3,042,457 was fully allocated to the Achieve TMS East/Central CGU, the Achieve TMS West goodwill of $3,707,650 was fully allocated to the Achieve TMS West CGU, and the Success TMS goodwill of $15,328,219 was fully allocated to the Success TMS CGU. As at December 31, 2022, the Greenbrook CGU has nil goodwill (2021 – (c) Impairment of non-financial assets: As at December 31, 2022, the Company performed its annual assessment of the CGU with allocated goodwill, being Achieve TMS East/Central CGU, Achieve TMS West CGU, and Success TMS CGU. The recoverable amounts for each of the four CGUs were estimated based on an assessment of value-in-use. The value-in-use for each CGU is determined by discounting five-year cash flow projections (cash flows beyond the five-year period are extrapolated using terminal growth rates). These projections reflect management ’ 7. Intangible assets and goodwill (continued): In measuring the recoverable amount for the Achieve TMS West CGU as at December 31, 2022, significant estimates include the average five-year budgeted revenue growth rate of 8%, EBITDA margin of 11%, the terminal growth rate of 2% and the discount rate of 12.1% for the Achieve TMS West CGU. The Company ’ In measuring the recoverable amount for the Achieve TMS East/Central CGU as at December 31, 2022, significant estimates include the average five-year budgeted revenue growth rate of nil, EBITDA margin of 10%, the terminal growth rate of 2% and the discount rate of 12.1% for the Achieve TMS East/Central CGU. The Company’s discount rates are based on market rates of return, debt to equity ratios, and certain risk premiums, among other things. The terminal growth rate is based on expected economic conditions and a general outlook for the industry. In measuring the recoverable amount for the Success TMS CGU as at December 31, 2022, significant estimates include the average five-year budgeted revenue growth rate of 5%, EBITDA margin of 6%, the terminal growth rate of 2% and the discount rate of 8% for the Success TMS CGU. The Company ’ An impairment charge is recognized to the extent that the carrying value exceeds the recoverable amount. Impairment charges that have arisen as a result of the reviews performed total $20,677,160 as at December 31, 2022 (December 31, 2021 – nil; December 31, 2020 – nil), and include $3,707,650, $2,346,295 and $53,619 on Achieve TMS West CGU goodwill, management services agreement and non-compete agreement, respectively, $3,042,457, $3,485,621, and $407,410 on Achieve TMS East/Central CGU goodwill, management services agreement and non-compete agreement, respectively, and $7,634,108 on Success TMS CGU goodwill. |
Right-of-use assets and leases
Right-of-use assets and leases liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Right-of-use assets and leases liabilities | |
Right-of-use assets and leases liabilities | 8. Right-of-use assets and lease liabilities: The Company enters into lease agreements related to TMS devices and TMS Center locations. These lease agreements range from one year to seven years in length. Right-of-use assets are initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred. TMS devices TMS Center locations Total Right-of-use assets, December 31, 2020 $ 10,931,943 $ 15,859,601 $ 26,791,544 Additions to right-of-use assets 3,842,354 2,502,583 6,344,937 Additions through business combinations (note 5 (a)) 1,765,732 601,136 2,366,868 Exercise of buy-out options into property, plant and equipment (512,588) — (512,588) Depreciation on right-of-use assets (2,286,149) (3,184,906) (5,471,055) Right-of-use assets, December 31, 2021 $ 13,741,292 $ 15,778,414 $ 29,519,706 8. Right-of-use assets and lease liabilities (continued): TMS devices TMS Center locations Total Right-of-use assets, December 31, 2021 $ 13,741,292 $ 15,778,414 $ 29,519,706 Additions to right-of-use assets 2,642,421 5,115,076 7,757,497 Additions through business combinations (note 5(b)) 7,314,499 16,336,366 23,650,865 Exercise of buy-out options into property, plant and equipment (1,496,254) — (1,496,254) Depreciation on right-of-use assets (2,853,867) (4,739,925) (7,593,792) Right-of-use assets, December 31, 2022 $ 19,348,091 $ 32,489,931 $ 51,838,022 Lease liabilities have been measured by discounting future lease payments using a rate implicit in the lease or the Company’s incremental borrowing rate. The Company’s incremental borrowing rate during the year ended December 31, 2022 is 12% (2021 – 10%; 2020 – 10%). Lease liabilities, December 31, 2020 $ 27,912,873 Additions to lease liability 6,354,629 Additions through business combinations (note 5(a)) 2,366,868 Interest expense on lease liabilities 2,881,189 Payments of lease liabilities (8,481,872) Lease liabilities, December 31, 2021 31,033,687 Less current portion of lease liabilities 6,557,690 Long term portion of lease liabilities $ 24,475,997 Lease liabilities, December 31, 2021 $ 31,033,687 Additions to lease liability 7,765,413 Additions through business combinations (note 5(b)) 23,500,474 Interest expense on lease liabilities 4,139,928 Payments of lease liabilities (13,513,880) Lease liabilities, December 31, 2022 52,925,622 Less current portion of lease liabilities 11,123,391 Long term portion of lease liabilities $ 41,802,231 8. Right-of-use assets and leases liabilities (continued): Undiscounted cash flows for lease liabilities as at December 31, 2022 are as follows: Total 2023 $ 15,318,324 2024 12,018,371 2025 9,357,237 2026 7,888,419 2027 7,237,779 Thereafter 18,646,473 Total minimum lease payments 70,466,603 Less discounted cash flows 17,540,981 Present value of minimum lease payments $ 52,925,622 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accounts payable and accrued liabilities | |
Accounts payable and accrued liabilities | 9. Accounts payable and accrued liabilities: The accounts payable and accrued liabilities are as follows: December 31, December 31, 2022 2021 Accounts payable $ 16,808,557 $ 7,515,566 Accrued liabilities 3,463,066 2,255,074 Total $ 20,271,623 $ 9,770,640 |
Loans payable
Loans payable | 12 Months Ended |
Dec. 31, 2022 | |
Loans payable | |
Loans payable | 10. Loans payable: (a) Bank loans: TMS Device Credit Promissory Loans (i) Facility (ii) notes (iii) Total Total, December 31, 2021 $ 54,149 $ 13,512,484 $ — $ 13,566,633 Short Term 39,723 474,269 — 513,992 Long Term $ 14,426 $ 13,038,215 $ — $ 13,052,641 Total, December 31, 2022 $ 201,345 $ 52,036,483 $ 166,325 $ 52,404,153 Short Term 141,066 2,214,175 21,094 2,376,335 Long Term $ 60,279 $ 49,822,308 $ 145,231 $ 50,027,818 10. Loans payable (continued): TMS Device Credit Promissory Loans (i) Facility (ii) notes (iii) Total Total, December 31, 2021 $ 54,149 $ 13,512,484 $ — $ 13,566,633 Additions through business combinations (note 5(b)) 244,522 — 157,296 401,818 Proceeds from bank loans — 55,000,000 — 55,000,000 Repayment of bank loans (107,789) (13,589,985) — (13,697,774) Interest expense 10,463 4,446,859 9,029 4,446,351 Interest paid — (3,365,466) — (3,365,466) Conversion instrument — (892,950) — (892,950) Capitalized financing costs — (3,074,459) — (3,074,459) Total, December 31, 2022 $ 201,345 $ 52,036,483 $ 166,325 $ 52,404,153 Undiscounted cash flows for bank loans as at December 31, 2022, inclusive of principal, interest and conversion options are as follows: TMS Device Credit Promissory Loans (i) Facility (ii) notes (iii) Total 2023 $ 152,627 $ 5,741,611 — $ 5,894,238 2024 60,247 5,658,909 — 5,719,156 2025 2,097 5,646,131 237,972 5,886,200 2026 — 31,270,777 — 31,270,777 2027 — 39,776,026 — 39,776,026 Thereafter — — — — Total cash payments $ 214,971 $ 88,093,454 $ 237,972 $ 88,546,397 (i) TMS Device loans During the year ended December 31, 2018, the Company assumed loans from four separate banking institutions that were previously extended for the purchase of TMS devices to non-controlling interest holder partners. The TMS device loans were assumed as part of partnerships with local physicians, behavioral health groups or other strategic investors, which own minority interests in certain TMS Center subsidiaries. These TMS device loans bear an average interest rate of 10% with average monthly blended interest and capital payments of $1,575 and mature or have matured during the years ended or ending December 31, 2019 to December 31, 2023, as the case may be. There are no covenants associated with these loans. The loans related to one of the banking institutions were repaid during the year ended December 31, 2019. 10. Loans payable (continued): During the year ended December 31, 2019, the Company assumed loans from two separate banking institutions that were previously extended for the purchase of TMS devices to non-controlling interest holder partners. The TMS device loans were assumed as part of partnerships with local physicians, behavioral health groups or other investors, which own minority interests in certain TMS Center subsidiaries. These TMS device loans bear an average interest rate of 13% with average monthly blended interest and capital payments of $1,756 and matured during the year ended December 31, 2021. There are no covenants associated with these loans. The loans were repaid during the year ended December 31, 2021. During the year ended December 31, 2022, the Company assumed loans as part of the Success TMS Acquisition from three separate financing companies for the purchase of TMS devices. These TMS device loans bear an average interest rate of 9.3% with average monthly blended interest and capital payments of $1,538 and mature during the years ending December 31, 2023 to December 31, 2025. There are no covenants associated with these loans. During the year ended December 31, 2022, the Company repaid TMS device loans totalling $107,789 (December 31, 2021 - $62,036; December 31, 2020 – $84,634). (ii) Madryn Credit Facility On July 14, 2022, the Company entered into a credit agreement in respect of the Madryn Credit Facility (the “Madryn Credit Agreement”). The Madryn Credit Facility provided the Company with a $55,000,000 term loan (the “Term Loan”) that was funded at closing on July 14, 2022, with an option to draw up to an additional $20,000,000 in a single draw at any time on or prior to December 31, 2024 for the purposes of funding future mergers and acquisition activity. As at December 31, 2022, all amounts borrowed under the Madryn Credit Facility bore interest at a rate equal to the three-month LIBOR rate plus 9.0%, subject to a minimum three-month LIBOR floor of 1.5% (see note 25 – Subsequent Events). The Madryn Credit Facility matures over 63 months and provides for four years of interest-only payments. The initial principal balance of $55,000,000 is due in five equal 3 month installments beginning on September 30, 2026. The Company has granted general security over all assets of the Company in connection with the performance and prompt payment of all obligations of the Madryn Credit Facility. The carrying amount of the Madryn Credit Facility as at December 31, 2022 is $52,036,483 (December 31, 2021 – nil; December 31, 2020 – nil). Transaction costs of $3,074,459 were incurred and are deferred over the term of the Madryn Credit Facility. Amortization of deferred transaction costs for the year ended December 31, 2022 was $358,754 (December 31, 2021 – nil; December 31, 2020 – nil) and was included in interest expense. The terms of the Madryn Credit Agreement require the Company to satisfy various affirmative and negative covenants and to meet certain financial tests, including but not limited to, consolidated minimum revenue and minimum liquidity covenants that became effective September 30, 2022 and July 14, 2022, respectively. In addition, the Madryn Credit Agreement contains affirmative and negative covenants that limit, among other things, the Company’s ability to incur additional indebtedness outside of what is permitted under the Madryn Credit Agreement, create certain liens on assets, declare dividends and engage in certain types of transactions. The Madryn Credit Agreement also includes customary events of default, including payment and covenant breaches, bankruptcy events and the occurrence of a change of control. The Madryn Credit Facility also requires the Company to deliver to Madryn annual audited financial statements that do not contain any going concern note. As at December 31, 2022, the Company was in compliance with all covenants as a result of the amendments to the covenants signed with Madryn in December 2022. See also note 25 – Subsequent Events. 10. Loans payable (continued): In accordance with the terms of the Madryn Credit Agreement, the Company has issued conversion instruments (each, a “Conversion Instrument”) to Madryn and certain of its affiliated entities that provide the holders thereof with the option to convert up to $5,000,000 of the outstanding principal amount of the Term Loan into common shares of the Company at a price per share equal to $1.90, subject to customary anti-dilution adjustments. See note 12(d) and note 25(c). On July 14, 2022, the Company used $15,446,546 of the proceeds from the Madryn Credit Facility to repay in full the outstanding balance owing under the Oxford Credit Facility amounting to $14,838,546, as well as prepayment fees and legal fees incurred amounting to $608,000, and terminated the Oxford Credit Facility. The termination of the Oxford Credit Facility resulted in a loss on extinguishment of $1,831,917. In addition, the Company used $15,154,845 of proceeds from the Madryn Credit Facility to repay various loans previously held by Success TMS, resulting in a loss on extinguishment of $500,000. (iii) Promissory notes: On July 14, 2022, the Company assumed two promissory notes in connection with the Success TMS Acquisition totaling $200,000. The promissory notes bear interest at a rate of 5% per annum and have a maturity date of December 31, 2025. Upon acquisition, the two promissory notes were fair valued using an interest rate of 12%. The carrying value of these promissory notes as at December 31, 2022 is $166,325 (December 31, 2021 – nil). Interest expense for the year ended December 31, 2022 was $9,030 (December 31, 2021 – nil). During the year ended December 31, 2022, the Company repaid promissory notes totalling nil (December 31, 2021 – nil). (b) Non-controlling interest loans: December 31, December 31, 2022 2021 Non-controlling interest loans $ 94,136 $ 85,214 The non-controlling interest holder partners of the Company, from time to time, provide additional capital contributions in the form of capital loans to the Company’s subsidiaries. These loans bear interest at a rate of 10%, compounded on a monthly basis. The loans are unsecured and are repayable subject to certain liquidity and solvency requirements and are classified as current liabilities. (c) Forgiveness of loan payable: During the year ended December 31, 2020, the Company entered into a promissory note with U.S. Bank National Association, evidencing an unsecured loan in the amount of $3,080,760 (the “PPP Loan”) made to the Company under the U.S. Paycheck Protection Program (the “PPP”). The PPP is a program organized by the U.S. Small Business Administration established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).The PPP Loan had average blended interest and capital payments of $172,145 and was due to mature on January 23, 2023. Payments were deferred for the first 16 months under the PPP Loan with the first interest payment due on August 23, 2021. During the year ended December 31, 2021, as authorized by Section 1106 of the CARES Act, the U.S. Small Business Administration forgave the amount loaned as well as all accrued interest. As a result of the forgiveness of the PPP Loan, all previously net accrued interest in the amount of $47,836 and the principal balance of $3,080,760 had been recorded as a gain in the consolidated statements of net loss and comprehensive loss. |
Shareholder loan
Shareholder loan | 12 Months Ended |
Dec. 31, 2022 | |
Shareholder loan | |
Shareholder loan | 11. Shareholder loan: On July 14, 2022, in connection with the Success TMS Acquisition, the Company assumed the obligation of Success TMS to repay a promissory note to Benjamin Klein, who is a significant shareholder, officer and director of the Company. The promissory note totals $2,090,264 and bears interest at a rate of 10% per annum and matures on May 1, 2024. Upon acquisition, the promissory note was fair valued using an interest rate of 12%. The carrying value of the shareholder loan as at December 31, 2022 is $2,112,438 (December 31, 2021 – nil; December 31, 2020 – nil). Interest expense for the year ended December 31, 2022 was $117,667 (December 31, 2021 – nil; December 31, 2020 – nil). During the year ended December 31, 2022, the Company repaid $84,208 of the shareholder loan (December 31, 2021 – nil; December 31, 2020 – nil). Undiscounted cash flows for the shareholder loan as at December 31, 2022, inclusive of principal and interest, are as follows: Total 2023 $ 209,026 2024 2,246,063 2025 — 2026 — 2027 — Thereafter — Total cash payments 2,455,089 The Company has obligations to make periodic interest payments on the shareholder loans. The delay of such payments may result in potential defaults under the promissory note agreements. |
Other payables
Other payables | 12 Months Ended |
Dec. 31, 2022 | |
Other payables | |
Other payables | 12. Other payables: (a) Oxford warrants: December 31, December 31, 2022 2021 Oxford warrants $ 6,567 $ 44,997 As consideration on entering into the Oxford Credit Facility which was terminated on July 14, 2022 (note 10(a) (ii)), the Company issued 51,307 common share purchase warrants to Oxford, each exercisable for one common share of the Company at an exercise price of C$11.20 per common share, expiring on December 31, 2025. As the exercise price is denoted in a different currency than the Company’s functional currency, the lender warrants are recorded as a financial liability in other payables on the consolidated statements of financial position. As at December 31, 2022, the value of the lender warrants was $6,567 (December 31, 2021 – $44,997). The change in fair value of the lender warrants during the year ended December 31, 2022 was a decrease of $38,430 (December 31, 2021 – a decrease of $205,894) and was recorded in corporate, general and administrative expenses. 12. Other payables (continued): (b) Deferred share units: December 31, December 31, 2022 2021 Deferred share units $ 578,061 $ 205,337 On May 6, 2021, the Company adopted the DSU Plan for non-employee directors (each, a “Non-Employee Director”). Each Non-Employee Director is required to take at least 50% of their annual retainer (other than annual committee Chair retainers) in DSUs and may elect to take additional amounts in the form of DSUs. Discretionary DSUs may also be granted to Non-Employee Directors under the DSU Plan. The DSUs granted vest immediately. Following a Non-Employee Director ceasing to hold all positions with the Company, the Non-Employee Director will receive a payment in cash at the fair market value of the common shares represented by the Non-Employee Director’s DSUs generally within ten days of the Non-Employee Director’s elected redemption date. As the DSUs are cash-settled, the DSUs are recorded as cash-settled share-based payments and a financial liability has been recognized on the consolidated statements of financial position. During the year ended December 31, 2022, 246,610 DSUs were granted (December 31, 2021 – 48,491) at a value of $580,000 (December 31, 2021– $357,885). As at December 31, 2022, the value of the financial liability attributable to the DSUs was $578,061 (December 31, 2021 - $205,337). For the year ended December 31, 2022, the Company recognized an expense of $372,724 (December 31, 2021 - $205,337) in corporate, general and administrative expenses related to the DSUs. (c) Performance share units: December 31, December 31, 2022 2021 Performance share units $ 44,753 $ 97,853 On May 6, 2021, the Company’s Equity Incentive Plan was amended and restated to permit the Company to grant PSUs and RSUs, in addition to stock options. Under the Equity Incentive Plan, the Company pays equity instruments of the Company, or a cash payment equal to the fair market value thereof, as consideration in exchange for employee and similar services provided to the Company. The Equity Incentive Plan is open to employees, directors, officers and consultants of the Company and its affiliates; however, Non-Employee Directors are not entitled to receive grants of PSUs. On August 5, 2021, 38,647 PSUs were granted under the Equity Incentive Plan. The performance period in respect of this award is August 5, 2021 to December 31, 2023. The PSUs will vest on December 31, 2023 (the “Vesting Date”) subject to the attainment of certain performance vesting conditions. Subject to all terms and conditions of the Equity Incentive Plan and the terms of the grant agreement, any vested and outstanding PSUs will be settled following the Vesting Date and, in any event, no later than March 15, 2024. Pursuant to the grant agreement, upon satisfaction of the performance vesting conditions, the PSUs will be settled in cash. Based on future projections with respect to the performance vesting conditions of the PSUs, the Company estimates that 23,188 PSUs will vest on the Vesting Date (December 31, 2021 – 23,188). As at December 31, 2022, the value of the financial liability attributable to the PSUs is $44,753 (December 31, 2021 - $97,853). 12. Other payables (continued): As at December 31, 2022, the Company has not issued any RSUs under the Equity Incentive Plan (December 31, 2021 – nil). The change in fair value of the PSUs during the year ended December 31, 2022 was a decrease of $53,100 (December 31, 2021 – an increase of $97,853) and was recorded in corporate, general and administrative expenses. (d) Conversion instruments: December 31, December 31, 2022 2021 Conversion instruments $ 1,605,429 $ — On July 14, 2022, in connection with the Madryn Credit Facility, the Company issued the Conversion Instruments to Madryn and certain of its affiliated entities. The Conversion Instruments provide the holders thereof with the option to convert up to an aggregate of $5,000,000 of the outstanding principal amount of the Term Loan into common shares of the Company at a price per share equal to $1.90, subject to customary anti-dilution adjustments. See note 10(a)(ii) and note 25(c). The embedded derivative in relation to the Conversion Instruments were fair valued using the finite difference valuation method and are recorded as a financial liability in other payables on the consolidated statements of financial position. On inception, the aggregate value of the Conversion Instruments were $892,950. As at December 31, 2022, the aggregate value of the Conversion Instruments were $1,605,429 (December 31, 2021 – nil). The change in fair value of the Conversion Instruments during the year ended December 31, 2022 was an increase of $712,479 (December 31, 2021 – nil) and was recorded in corporate, general and administrative expenses. |
Deferred and contingent conside
Deferred and contingent consideration | 12 Months Ended |
Dec. 31, 2022 | |
Deferred and contingent consideration | |
Deferred and contingent consideration | 13. Deferred and contingent consideration: December 31, December 31, 2022 2021 Deferred and contingent consideration $ 1,000,000 $ 1,250,000 (a) Achieve TMS East/Central: The deferred and contingent consideration payable balance related to the Achieve TMS East/Central Acquisition as at December 31, 2021 was $1,250,000, made up of an estimated nil earn-out payable and $1,250,000 in restricted cash that was held in an escrow account, subject to finalization of the escrow conditions (see note 5(a)). During the year ended December 31, 2022, $250,000 of the restricted cash held in escrow was released to the vendors in accordance with the terms of the membership interest purchase agreement. As at December 31, 2022, the deferred and contingent consideration in relation to the Achieve TMS East/Central Acquisition was $1,000,000 (December 31, 2021 – $1,250,000). 13. Deferred and contingent consideration (continued): (b) Achieve TMS West: As at December 31, 2020, the earn-out in relation to the acquisition (the “Achieve TMS West Acquisition”) of Achieve TMS Centers, LLC and Achieve TMS Alaska, LLC (collectively, “Achieve TMS West”) was confirmed to be $10,319,429, of which $3,095,799 was settled through the issuance of an aggregate of 231,011 common shares to the vendors on March 26, 2021. Of the remaining $7,223,630 of earn-out payable, $2,780,590 was paid in cash on March 26, 2021. Certain vendors agreed to defer $4,443,040 of the cash earn-out consideration due to them until June 30, 2021 in exchange for additional cash consideration in the aggregate amount of $300,000 which was to be made concurrently with the deferred cash payment. Of the $1,274,402 of deferred consideration held in escrow in connection with the Achieve TMS West Acquisition, $224,402 was paid during the year ended December 31, 2020. The remaining $1,050,000 of deferred consideration at December 31, 2020 held in an escrow account was finalized as all escrow conditions had been satisfied. On March 26, 2021, the amount held in escrow as part of the Achieve TMS West Acquisition was released in accordance with the membership interest purchase agreement. The deferred cash payment and the remaining contingent consideration were paid in full to the vendors on June 28, 2021. As at December 31, 2022, the deferred and contingent consideration in relation to the Achieve TMS West Acquisition was nil (December 31, 2021 – nil). |
Common shares
Common shares | 12 Months Ended |
Dec. 31, 2022 | |
Common shares. | |
Common shares | 14. Common shares: The Company is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares, issuable in series. As at December 31, 2022, December 31, 2021, and December 31, 2020, there were nil preferred shares issued and outstanding. Total Number amount December 31, 2019 11,683,689 $ 50,185,756 Common share issuances: Public offering 1,818,788 9,943,886 December 31, 2020 13,502,477 60,129,642 Common share issuances: Settlement of contingent consideration in shares 231,011 3,095,799 Private placement 2,353,347 23,221,195 Public offering 1,707,750 11,886,677 Exercise of stock options 5,500 46,875 Exercise of broker warrants 1,800 28,729 December 31, 2021 17,801,885 $ 98,408,917 Common share issuances: Success TMS Acquisition issuance 11,634,660 15,711,445 December 31, 2022 29,436,545 $ 114,120,362 The following common shares were issued during the year ended December 31, 2022: (a) On July 14, 2022, the Company completed the Success TMS Acquisition (see note 5(b)). The Company issued as purchase consideration 11,634,660 common shares at a value of $ 1.35 per common share for a total value of $ 15,711,445 . 14. Common shares (continued): The following common shares were issued during the year ended December 31, 2021: (a) The earn-out in relation to the Achieve TMS West Acquisition was confirmed to be $10,319,429, of which $3,095,799 was settled through the issuance of an aggregate of 231,011 common shares to the vendors on March 26, 2021 (see note 13). The common shares issued were based on a price per common share equal to the volume-weighted average trading price of the Company’s common shares on the Toronto Stock Exchange for the five two (b) On June 14, 2021, the Company issued a total of 2,353,347 common shares at an offering price of $10.00 per common share in connection with a non-brokered private placement of common shares for aggregate gross proceeds of $23,533,470 (the “2021 Private Placement”). The Company incurred transaction costs of $312,275 which was recorded as a reduction in equity. (c) On September 27, 2021, the Company issued a total of 1,707,750 common shares at an offering price of $7.75 per common share in connection with a bought deal public offering of common shares for aggregate gross proceeds of $13,235,062. The Company incurred transaction costs of $1,348,385 which was recorded as a reduction in equity. (d) During the year ended December 31, 2021, the Company issued a total of 1,800 common shares upon the exercise of broker warrants (see note 15(a)). (e) During the year ended December 31, 2021, the Company issued a total of 5,500 common shares upon the exercise of vested stock options. The following common shares were issued during the year ended December 31, 2020: (a) On May 21, 2020, the Company issued a total of 1,818,788 common shares at an offering price of C $8.25 per common share in connection with a public offering of common shares for aggregate gross proceeds of $10,767,589 (C $15,005,001 ) and incurred transaction costs of $823,703 which was recorded as a reduction in equity. |
Contributed surplus
Contributed surplus | 12 Months Ended |
Dec. 31, 2022 | |
Contributed surplus. | |
Contributed surplus | 15. Contributed surplus: Contributed surplus is comprised of share-based compensation and broker warrants. (a) Share-based compensation – stock options: Stock options granted under the Equity Incentive Plan are equity-settled. The fair value of the grant of the options is recognized as an expense in the consolidated statements of net loss and comprehensive loss. The total amount to be expensed is determined by 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 satisfied. The vesting period is determined at the discretion of the Board and has ranged from immediate vesting to over three years. The maximum number of common shares reserved for issuance, in the aggregate, under the Equity Incentive Plan is 10% of the aggregate number of common shares outstanding, provided that the maximum number of RSUs and PSUs shall not exceed 5% of the aggregate number of common shares outstanding. As at December 31, 2022 this represented 2,943,655 common shares (December 31,2021 – 1,780,188; December 31, 2020 – 1,350,248). 15. Contributed surplus (continued): As at December 31, 2022, 764,667 stock options are outstanding (December 31, 2021 – 897,500; December 31, 2020 – 736,500). The stock options have an expiry date of ten years from the applicable date of issue. The Company has not issued any RSUs or equity-settled PSUs under the Equity Incentive Plan. Weighted Number of average stock options exercise price Outstanding as at December 31, 2019 599,634 $ 6.80 Granted 159,500 9.45 Exercised — — Forfeited (22,634) (7.50) Outstanding as at December 31, 2020 736,500 $ 7.35 Granted 186,500 14.16 Exercised (5,500) (5.23) Forfeited (20,000) (12.62) Outstanding as at December 31, 2021 897,500 $ 8.66 Forfeited (132,833) (11.59) Outstanding as at December 31, 2022 764,667 $ 8.15 The weighted average contractual life of the outstanding options as at December 31, 2022 was 4.8 years (December 31, 2021 – 6.6 years; December 31, 2020 – 6.4 years). The total number of stock options exercisable as at December 31, 2022 was 642,466 (December 31, 2021 – 603,567; December 31, 2020 – 546,367). During the year ended December 31, 2022, the Company recorded a total share-based options compensation expense of $347,787 (December 31, 2021 - $879,439; December 31, 2020 - $591,384). There were no stock options granted during the year ended December 31, 2022. The following stock options were granted during the year ended December 31, 2021: (i) The fair value of the stock options granted on February 17, 2021 was estimated to be $9.03 per option using the Black-Scholes option pricing model based on the following assumptions: volatility of 46.36% calculated based on a comparable company; remaining life of ten years; expected dividend yield of 0% ; forfeiture rate of 4.39% and an annual risk-free interest rate of 1.11% . (ii) The fair value of the stock options granted on May 14, 2021 was estimated to be $ 6.10 per option using the Black-Scholes option pricing model based on the following assumptions: volatility of 45.92 % calculated based on a comparable company; remaining life of ten years; expected dividend yield of 0 %; forfeiture rate of 4.05 % and an annual risk-free interest rate of 1.63 %. 15. Contributed surplus (continued): (iii) The fair value of the stock options granted on August 5, 2021 was estimated to be $ 5.72 per option using the Black-Scholes option pricing model based on the following assumptions: volatility of 45.01 % calculated based on a comparable company; remaining life of ten years; expected dividend yield of 0 %; forfeiture rate of 5.15 % and an annual risk-free interest rate of 1.23 %. (iv) The fair value of the stock options granted on November 9, 2021 was estimated to be $ 4.38 per option using the Black-Scholes option pricing model based on the following assumptions: volatility of 44.34 % calculated based on a comparable company; remaining life of ten years; expected dividend yield of 0 %; forfeiture rate of 5.15 % and an annual risk-free interest rate of 1.46 %. The following stock options were granted during the year ended December 31, 2020: (i) The fair value of the stock options granted on February 3, 2020 was estimated to be $ 5.50 per option using the Black-Scholes option pricing model based on the following assumptions: volatility of 46.12 % calculated based on a comparable company; remaining life of ten years; expected dividend yield of 0 %; forfeiture rate of 0 % and an annual risk-free interest rate of 2.02 %. As at December 31, 2022, the total compensation cost not yet recognized related to options granted is approximately $190,536 (December 31, 2021 - $926,317; December 31, 2020 – $530,357) and will be recognized over the remaining average vesting period of 0.69 (b) Broker warrants: Weighted Number of average broker warrants exercise price Outstanding as at December 31, 2019 213,638 $ 11.10 Expired (100,729) 10.00 Outstanding as at December 31, 2020 112,909 $ 12.07 Exercised (1,800) (12.07) Expired (111,109) (12.07) Outstanding as at December 31, 2021 — $ — Outstanding as at December 31, 2022 — $ — There were no broker warrants issued during the years ended December 31, 2022, December 31, 2021 or December 31, 2020. The weighted average contractual life of the outstanding broker warrants as at December 31, 2022 was nil nil The total number of broker warrants exercisable as at December 31, 2022 was nil (December 31, 2021 – nil; December 31, 2020 – 112,909). 15. Contributed surplus (continued): The aggregate fair value of the broker warrants outstanding as at December 31, 2022 was nil (December 31, 2021 – nil; December 31, 2020 - $355,660). |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Contingencies | |
Contingencies | 16. Contingencies: The Company may be involved in certain legal matters arising from time to time in the normal course of business. The Company records provisions that reflect management’s best estimate of any potential liability relating to these matters. The resolution of these matters is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. |
Pensions
Pensions | 12 Months Ended |
Dec. 31, 2021 | |
Pensions | |
Pensions | 17. Pensions: The Company has adopted a defined contribution pension plan for its employees whereby the Company matches contributions made by participating employees up to a maximum of 3.5% of such employees’ annual salaries. During the year ended December 31, 2022, contributions, which were recorded as expenses within direct center and patient care costs, other regional and center support costs and corporate, general and administrative expenses, amounted to $567,606 (December 30, 2021 – $563,630; December 30, 2020 – $402,685). |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income taxes. | |
Income taxes | 18. Income taxes: (a) Numerical reconciliation of income tax expense: As at December 31, 2022, the Company has approximately $102,239,000 of U.S. non-capital loss carry-forward available to reduce future years’ taxable income of which $6,029,000 will expire between 2030 and 2036. The remainder will be carried forward indefinitely. The Company’s provision for income taxes is reconciled as follows: December 31, December 31, December 31, 2022 2021 2020 Accounting Net Loss before income tax - Greenbrook TMS $ (61,726,474) $ (24,751,488) $ (29,663,540) Accounting Net Loss before income tax - non-controlling interest (698,265) (108,430) (739,181) Accounting Net Loss before income tax $ (62,424,739) $ (24,859,918) $ (30,402,721) Income tax provision at statutory rate 25.18% (December 31, 2021 - 25.38%, December 31, 2020 – 25.75%) $ (15,718,549) $ (6,309,447) $ (7,828,701) Non-controlling interest 175,823 27,520 190,339 Non-deductible expenses and other permanent differences 20,207 (786,853) (4,202) Future rate differential 205,770 563,948 (20,880) Change in unrecognized deferred tax assets 15,316,749 6,504,832 7,663,444 Income tax expense at effective rate $ — $ — $ — 18. Income taxes (continued): (b) Deferred tax asset/liability: Deferred tax assets and liabilities recognized in the consolidated statements of financial position relate to the following: December 31, December 31, 2022 2021 Book value in excess of tax costs $ (911,686) $ (334,167) Property, plant and equipment 911,686 334,167 Net deferred tax assets (liabilities) $ — $ — The following temporary differences have not been recognized in the Company’s consolidated financial statements: December 31, December 31, 2022 2021 Non-capital loss carry-forward 98,618,164 59,623,930 Other, including share-based compensation 13,607,463 13,727,524 Intangible assets 30,115,386 9,533,145 Unrecognized total deferred tax assets $ 142,341,013 $ 82,884,599 |
Risk management arising from fi
Risk management arising from financial instruments | 12 Months Ended |
Dec. 31, 2022 | |
Risk management arising from financial instruments | |
Risk management arising from financial instruments | 19. Risk management arising from financial instruments: In the normal course of business, the Company is exposed to risks related to financial instruments that can affect its operating performance. These risks, and the actions taken to manage them, are as follows: (a) Fair value: The Company has Level 1 financial instruments which consists of cash, restricted cash, accounts receivable and accounts payable and accrued liabilities which approximate their fair value given their short-term nature. The Company also has lender warrants, DSUs and PSUs that are considered Level 2 financial instruments (see note 12). The Company has contingent consideration (note 5) and Conversion Instruments (note 12) that are considered Level 3 financial instruments. The carrying value of the loans payable, shareholder loan and finance lease obligations approximates their fair value given the difference between the discount rates used to recognize the liabilities in the consolidated statements of financial position and the market rates of interest is insignificant. Financial instruments are classified into one of the following categories: financial assets or financial liabilities. (b) Credit risk: Credit risk arises from the potential that a counterparty will fail to perform its obligations. The Company is exposed to credit risk from patients and third-party payors including federal and state agencies (under the Medicare programs), managed care health plans and commercial insurance companies. The Company’s exposure to credit risk is mitigated in large part due to the majority of the accounts receivable balance being receivable from large, creditworthy medical insurance companies and government-backed health plans. 19. Risk management arising from financial instruments (continued): The Company’s aging schedule in respect of its accounts receivable balance as at December 31, 2022 and December 31, 2021 is provided below: December 31, December 31, Days since service delivered 2022 2021 0 - 90 $ 7,341,725 $ 5,572,950 91 - 180 2,666,631 1,278,967 181 - 270 2,024,644 1,923,364 270+ 1,865,305 2,222,108 Total accounts receivable $ 13,898,305 $ 10,997,389 Based on the Company’s industry, none of the accounts receivable in the table above are considered “past due”. Furthermore, the payors have the ability and intent to pay, but price lists for the Company’s services are subject to the discretion of payors. As such, the timing of collections is not linked to increased credit risk. The Company continues to collect on services rendered in excess of 24 months from the date such services were rendered. (c) Liquidity risk: Liquidity risk is the risk that the Company may encounter difficulty in raising funds to meet its financial commitments or can only do so at excessive cost. The Company ensures there is sufficient liquidity to meet its short-term business requirements, taking into account its anticipated cash flows from operations, its holdings of cash and its ability to raise capital from existing or new investors and/or lenders (see note 2(a)). (d) Currency risk: Currency risk is the risk to the Company’s earnings that arises from fluctuations in foreign exchange rates and the degree of volatility of those rates. The Company has minimal exposure to currency risk as substantially all of the Company’s revenue, expenses, assets and liabilities are denominated in U.S. dollars. The Company pays certain vendors and payroll costs in Canadian dollars from time to time, but due to the limited size and nature of these payments it does not give rise to significant currency risk. (e) Interest rate risk: Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to changes in interest rates on its cash and certain long-term debt. As at December 31, 2022, the Madryn Credit Facility (see note 10(a)(ii)) bore interest at a rate equal to the three-month LIBOR rate plus 9.0%, subject to a minimum three-month LIBOR floor of 1.5%. A 1% increase in interest rates would result in a $2,522,373 increase to interest expense on the consolidated statements of net loss and comprehensive loss over the term of the Madryn Credit Facility. See also note 25 – Subsequent Events. |
Capital management
Capital management | 12 Months Ended |
Dec. 31, 2022 | |
Capital management | |
Capital management | 20. Capital management: The Company’s 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 shareholders’ equity, including contributed surplus and deficit, as well as loans payable. The Company’s primary uses of capital are to finance operations, finance new center start-up costs, increase non-cash working capital, capital expenditures and finance service debt obligations. The Company’s objectives when managing capital are to ensure the Company will continue to have enough liquidity so it can provide its services to its customers and returns to its shareholders. The Company, as part of its annual budgeting process and on an ongoing basis, periodically evaluates its estimated cash requirements to fund working capital requirements of existing operations. Based on this and taking into account its anticipated cash flows from operations and its holdings of cash, the Company validates whether it has the sufficient capital or needs to obtain additional capital. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related party transactions | |
Related party transactions | 21. Related party transactions: (a) Compensation of key management personnel: The Company transacts with key individuals from management who have authority and responsibility to plan, direct and control the activities of the Company. Key management personnel are defined as the executive officers of the Company, including the President and Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Chief Marketing Officer and the Senior Vice President of Operations. December 31, December 31, December 31, 2022 2021 2020 Salaries and bonuses $ 1,921,684 $ 2,416,964 $ 1,973,250 Share-based compensation 60,476 310,806 192,160 Performance share units (53,100) 97,853 — Total $ 1,929,060 $ 2,825,623 $ 2,165,410 (b) Transactions with significant shareholder - Greybrook Health : As at December 31, 2022, nil is included in accounts payable and accrued liabilities for amounts payable for management services rendered and other overhead costs incurred by Greybrook Health in the ordinary course of business (December 31, 2021 – nil). These amounts were recorded at their exchange amount, being the amount agreed to by the parties. During the year ended December 31, 2022, the Company recognized $9,581 in corporate, general and administrative expenses (December 31, 2021 -$141,878) related to transactions with Greybrook Health. 21. Related party transactions (continued): On June 14, 2021, Greybrook Health purchased 200,000 common shares from the Company at a subscription price of $10.00 per common share in connection with the 2021 Private Placement, for aggregate gross proceeds to the Company of $2,000,000. In connection with the 2021 Private Placement, the Company also granted Greybrook Health the right to appoint a nominee to the board of directors of the Company as well as rights to participate in future equity issuances by the Company to maintain Greybrook Health’s pro rata ownership interest in the Company for so long as Greybrook Health (together with its affiliates) owns, controls or directs, directly or indirectly, at least 5% of the outstanding common shares (on a partially-diluted basis). In addition, Greybrook Health received customary resale, demand and “piggy-back” registration rights (see note 14). See also note 25 – Subsequent Events. (b) Transactions with the significant shareholder, officer and director – Benjamin Klein During the year ended December 31, 2022, the Company recognized $10,801 in corporate, general and administrative expenses (December 31, 2021 – nil) for amounts payable for employment services rendered and other related costs incurred by Benjamin Klein in the ordinary course of business. As at December 31, 2022, nil is included in accounts payable and accrued liabilities for amounts payable for travel expenses and other related costs incurred by Benjamin Klein in the ordinary course of business. (c) Loan from significant shareholder, officer and director – Benjamin Klein On July 14, 2022, in connection with the Success TMS Acquisition, the Company assumed the obligation to repay a promissory note to Benjamin Klein, who is a significant shareholder, officer and director of the Company. The promissory note totals $2,090,264 and bears interest at a rate of 10% per annum and matures on May 1, 2024. See note 11. |
Basic and diluted loss per shar
Basic and diluted loss per share | 12 Months Ended |
Dec. 31, 2022 | |
Basic and diluted loss per share | |
Basic and diluted loss per share | 22. Basic and diluted loss per share: December 31, December 31, December 31, 2022 2021 2020 Net loss attributable to the common shareholders of: Greenbrook TMS $ (61,726,474) $ (24,751,487) $ (29,663,540) Weighted average common shares outstanding: Basic and diluted 23,235,655 15,423,870 12,799,876 Loss per share: Basic and diluted $ (2.66) $ (1.60) $ (2.32) For the year ended December 31, 2022, the effect of 764,667 options (December 31, 2021 – 897,500; December 31, 2020 – 736,500), 51,307 lender warrants (December 31, 2021 – 51,307; December 31, 2020 – 51,307) and nil broker warrants (December 31, 2021 – nil; December 31, 2020 – 112,909) have been excluded from the diluted calculation because this effect would be anti-dilutive. |
Non-controlling interest
Non-controlling interest | 12 Months Ended |
Dec. 31, 2022 | |
Non-controlling interest. | |
Non-controlling interest | 23. Non-controlling interest: As a result of operating agreements with non-wholly owned entities, the Company has control over these entities under IFRS, as the Company has power over all significant decisions made by these entities and thus 100% of the financial results of these subsidiaries are included in the Company’s consolidated financial results. The following table summarizes the Company’s non-wholly owned entities incorporated during the reporting or comparative periods: Year Ownership Name incorporated interest Greenbrook TMS Tampa LLC 2020 80 % The following summarizes changes in the Company’s non-wholly owned entities during the reporting or comparative periods: (a) On August 1, 2022, the Company acquired a portion of the non-controlling ownership interest in TMS NeuroHealth Centers Rockville LLC for $500,000 . As at December 31, 2022, the Company has an ownership interest of 100% of TMS NeuroHealth Centers Rockville LLC. (b) Due to growth in Greenbrook TMS St. Louis LLC, on November 15, 2021, minority partners contributed capital of $87,000 to maintain a 20% ownership interest. (c) On September 23, 2021, a minority partner acquired a portion of the previously wholly-owned ownership interest in Greenbrook TMS Michigan LLC for $60,000 . As at December 31, 2021, the Company has an ownership interest of 100% of Class A units and 85% of Class B units of Greenbrook TMS Michigan LLC. (d) On July 28, 2021, the Company acquired a portion of the non-controlling ownership interest in Greenbrook TMS St. Louis LLC for $208,411 . As at December 31, 2021, the Company has an ownership interest of 80% of Greenbrook TMS St. Louis LLC. (e) On December 23, 2020, the Company acquired a portion of the non-controlling ownership interest in Greenbrook TMS Cleveland LLC for $51,440 for the forgiveness of certain debts owed to the Company and the termination of the transition service agreement signed with the former minority partner. As at December 31, 2020, the Company has an ownership interest of 88.24% of Class A units and 85.73% of Class B units of Greenbrook TMS Cleveland LLC. 23. Non-controlling interest (continued): The following table summarizes the aggregate financial information for the Company’s non-wholly owned entities as at December 31, 2022, December 31, 2021 and December 31, 2020: December 31, December 31, December 31, 2022 2021 2020 Cash $ 580,056 $ 1,885,606 $ 2,258,199 Accounts receivable, net 4,389,076 6,374,010 6,326,473 Prepaid expenses and other 483,082 345,239 273,295 Property, plant and equipment 1,085,006 1,013,161 926,243 Right-of-use assets 9,124,023 9,939,726 9,445,773 Account payable and accrued liabilities 1,666,756 993,848 1,184,246 Lease liabilities 10,008,346 10,588,519 9,822,224 Loans payable 15,262,520 12,431,803 9,998,536 Shareholder's equity (deficit) attributable to the shareholders of Greenbrook TMS (9,023,100) (3,718,322) (1,382,465) Shareholder's equity (deficit) attributable to non-controlling interest (1,240,632) (542,367) (433,937) Distributions paid to non-controlling interest (1,838,380) (1,518,130) (1,010,130) Partnership buyout (496,659) — — Subsidiary investment by non-controlling interest — 270,885 45,716 Historical subsidiary investment by non-controlling interest 1,322,392 1,051,507 1,005,791 The following table summarizes the aggregate financial information for the above-noted entities for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: December 31, December 31, December 31 2022 2021 2020 Revenue $ 23,126,027 $ 25,429,479 $ 20,119,714 Net (loss) income attributable to the shareholders of Greenbrook TMS (3,934,970) (2,019,797) (3,128,682) Net (loss) income attributable to non-controlling interest (698,265) (108,430) (739,181) |
Expenses by nature
Expenses by nature | 12 Months Ended |
Dec. 31, 2022 | |
Expenses by nature | |
Expenses by nature | 24. Expenses by nature: The components of the Company’s other regional and center support costs include the following: December 31, December 31, December 31, 2022 2021 2020 Salaries and bonuses $ 16,651,595 $ 12,278,518 $ 9,798,901 Marketing expenses 10,807,453 6,765,806 6,446,798 Total $ 27,459,048 $ 19,044,324 $ 16,245,699 24. Expenses by nature (continued): The components of the Company’s corporate, general and administrative expenses include the following: December 31, December 31, December 31, 2022 2021 2020 Salaries and bonuses $ 16,185,688 $ 13,145,385 $ 10,195,949 Marketing expenses 628,145 623,560 1,030,196 Professional and legal fees 2,870,499 3,435,653 2,603,597 Computer supplies and software 2,342,103 1,386,318 859,100 Transaction costs (note 5) 1,265,225 426,006 — Travel, meals and entertainment 275,254 211,704 165,217 Conversion instrument 712,479 — — Deferral payment expense (note 13) — 300,000 — Insurance 879,401 569,471 128,281 Other 1,077,909 568,857 163,021 Total $ 26,236,703 $ 20,666,954 $ 15,145,361 The deferral payment expense of $300,000 that was recognized during the year ended December 31, 2021 relates to cash consideration payable to certain vendors who agreed to defer $4,443,040 of the cash earn-out consideration owed as part of the Achieve TMS West Acquisition. This amount was paid in full on June 28, 2021 (see note 13). |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent events | |
Subsequent events | 25. Subsequent events: (a) Restructuring Plan On March 6, 2023, the Company announced that it is embarking on a comprehensive restructuring plan that aims to strengthen the Company by leveraging its scale to further reduce complexity, streamlining its operating model and driving operational efficiencies to achieve profitability. As part of this Restructuring Plan, the Company plans to decrease its operating footprint by closing 50 TMS Centers, allowing management to focus on the remaining 133 TMS Centers. The remaining TMS Centers will continue clinical TMS offerings and a select and growing number of TMS Centers will continue offering Spravato® (esketamine nasal spray) therapy. (b) Toronto Stock Exchange Delisting On February 27, 2023, the Company announced that it had applied and received approval for a voluntary delisting (the “Delisting”) of the Company’s common shares from the Toronto Stock Exchange (the “TSX”). The Delisting was made effective following the close of markets on March 13, 2023. 25. Subsequent events (continued): (c) Subsequent Debt Financing On February 7, 2023, February 23, 2023, and March 24, 2023, the Company announced it received an aggregate of $7,750,000 in debt financings from Madryn and certain significant shareholders and management of the Company (collectively, the “Subsequent Debt Financing”). The Subsequent Debt Financing was obtained to satisfy short-term cash requirements, and the amendments to the Credit Facility with Madryn were also effected to amend the Company’s minimum liquidity covenant. (i) In February and March 2023, the Company entered into four amendments to the Madryn Credit Facility, whereby Madryn and its affiliated entities extended four additional tranches of debt financing to the Company in an aggregate principal amount of $6,000,000 (the “New Loans”). The terms and conditions of the New Loans are consistent with the terms and conditions of the Company’s existing aggregate $55,000,000 term loan under the Madryn Credit Facility (the “Existing Loan”) in all material respects. As part of the amendments, commencing March 31, 2023, all advances under the Madryn Credit Facility (including the New Loans) will cease to accrue interest using the LIBOR benchmark plus 9.0% and instead will accrue interest using the 3-month Term Secured Overnight Financing Rate (“SOFR”) benchmark plus 0.10%. Madryn was also granted the right to appoint one observer to the board of directors of the Company. The New Loans also provide Madryn with the option to convert up to approximately $546,000 of the outstanding principal amount of the New Loans into common shares of the Company (the “Madryn Conversion Instruments”) at a conversion price per share equal to $1.90 (the “Madryn Conversion Price”), subject to customary anti-dilution adjustments. The Madryn Conversion Instruments correspond to the conversion provisions for the Existing Loan, which provide Madryn with the option to convert up to $5,000,000 of the outstanding principal amount of the Existing Loan into common shares of the Company at the Madryn Conversion Price. (ii) Waiver for Madryn Credit Facility On February 21, 2023 and March 20, 2023, the Company received a waivers from Madryn with respect to the Company's non-compliance with the Minimum Liquidity Covenant until March 27, 2023. (iii) Additional Financing from Significant Shareholders and Management In conjunction with the New Loans and as part of the Subsequent Debt Financing, the Company entered into a note purchase agreement with certain significant shareholders (including Greybrook Health) and management of the Company (collectively, the “Noteholders”) whereby the Company issued an aggregate principal amount of $1,750,000 of unsecured notes to the Noteholders for gross proceeds to the Company of $1,750,000. The unsecured notes bear interest at a rate consistent with the Madryn Credit Facility and mature on the earlier of (a) September 30, 2027; (b) at the election of the Noteholders upon a change of control; (c) upon the occurrence of an event of default and acceleration by the Noteholders; (d) or the date on which the loans under the Madryn Credit Facility are repaid. 25. Subsequent events (continued): In conjunction with the issuance of the unsecured notes to Greybrook Health, the Company granted Greybrook Health an option to convert up to $1.0 million of the outstanding principal amount of the Notes held by Greybrook Health into common shares of the Company at a conversion price per share equal to 85.0% of the volume-weighted average trading price of the common shares of the Company on the Nasdaq for the five As additional consideration for the purchase of the Notes by Greybrook Health, the Company issued 135,870 common share purchase warrants to Greybrook Health (the “Greybrook Warrants”). Each Greybrook Warrant will be exercisable for one common share of the Company at an exercise price of $1.84, subject to customary anti-dilution adjustments. The Greybrook Warrants will expire five years from the date of issuance. (d) Private Placement of Common Shares On March 23, 2023, the Company completed a non-brokered private placement of 11,363,635 common shares of the Company at a price of $0.55 per share (“Private Placement”), for aggregate gross proceeds to the Company of approximately $6,250,000. The Private Placement included investments by Madryn, together with certain of the Company’s other major shareholders, including Greybrook Health and affiliates of Masters Special Situations LLC. In connection with the Private Placement, all investors received customary registration rights. (e) Gong Concern Amendment The Madryn Credit Agreement contains affirmative covenants that require the Company to deliver, on or prior to March 31, 2023, audited financial statements for the fiscal year ended December 31, 2022 (the “Financial Statements”), accompanied by a report and opinion of an independent certified public accountant which is not subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (together, the “Reporting Requirements”). On March 31, 2023, the Company entered into an amendment with Madryn with respect to the Company’s non-compliance with the Reporting Requirements. Pursuant to the amendment, Madryn has waived any default related to the Reporting Requirements until April 28, 2023. (f) TMS Device Supply Arrangement with Neuronetics In January 2023, the Company and Neuronetics jointly announced an expanded commercial partnership through year end 2028. Under the amended and restated master sales agreement between the Company and Neuronetics, dated as of January 17, 2023 (as amended by an amending agreement dated March 16, 2023), (the “Neuronetics Agreement”), Neuronetics will be the exclusive supplier of TMS Devices to the Company. Over time, Neuronetics’ NeuroStar TMS Devices will replace competitive TMS Devices at the Company’s Treatment Centers. The parties also expect to work jointly to grow, through co-branding and co-marketing programs, enhanced patient and clinician awareness, improved patient access to care, and collaboration on product development and publications. The Neuronetics Agreement also contains minimum purchase commitments, and all treatment session purchases will convert to a “per-click” consumable model. On March 31, 2023, the Company and Neuronetics agreed to convert the Company’s outstanding account balance payable to Neuronetics for the supply of TMS Devices and treatment sessions to the Company from Neuronetics in the amount of approximately $5.7 million (as of December 7, 2022) (the “December Outstanding Balance”), together with Neuronetics’ out-of-pocket transaction costs, into a $6.0 million secured promissory note (the “Neuronetics Note”). 25. Subsequent events (continued): All amounts borrowed under the Neuronetics Note will bear interest at a rate equal to the sum of (a) the floating interest rate of daily secured overnight financing rate as administered by the Federal Reserve Bank of New York on its website, plus (b) 7.65%. The Neuronetics Note matures on March 31, 2027. Pursuant to the terms of the Neuronetics Note, in the event of an event of default under the Neuronetics Note, Greenbrook will be required to issue common share purchase warrants (the “Neuronetics Warrants”) to Neuronetics equal to (i) 200% of the unpaid amount of any delinquent amount or payment due and payable under the Neuronetics Note, together with all outstanding and unpaid accrued interest, fees, charges and costs, divided by (ii) the exercise price of the Neuronetics Warrants, which will represent a 20% discount to the 30-day volume-weighted average closing price of the Company’s common shares traded on Nasdaq prior to the date of issuance (subject to any limitations that may be required by Nasdaq). Under the Neuronetics Agreement and the Neuronetics Note, the Company has granted Neuronetics a security interest in all of the Company’s assets. Additionally, under the Neuronetics Agreement, the Company is required to pay all costs to relocate the TMS Devices supplied by Neuronetics from the Treatment Centers that are closed in connection with the Restructuring Plan and install such TMS Devices in the Company’s Treatment Centers that remain open. In connection with the entry into the Neuronetics Note, the Company concurrently entered into an amendment to the Madryn Credit Agreement pursuant to which the Company is permitted to incur the indebtedness under the Neuronetics Note. |
Significant accounting polici_2
Significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Significant accounting policies | |
Operating segments | (a) Operating segments: Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker of the Company. The chief operating decision maker, which is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive committee consisting of the President and Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer. As the chief operating decision maker evaluates performance using entity-wide metrics, the Company has one reportable segment, which is outpatient mental health service centers. |
Business combinations | (b) Business combinations: The Company accounts for business combinations using the acquisition method of accounting. 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 date of acquisition 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 interest in the acquired company are measured at the non-controlling interests’ proportionate share of the identifiable assets and liabilities of the acquired business. 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 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 the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of net loss and comprehensive loss in the period in which the adjustments were determined. Any deferred and contingent consideration is measured at fair value at the date of acquisition. During the measurement period, which may be up to one year from the business combination date and on conclusion of the measurement period, if an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and the settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration is recognized as part of the consolidated statements of net loss and comprehensive loss in the period in which the adjustments were determined. |
Impairment of non-financial assets | (c) Impairment of non-financial assets: The Company assesses, at each reporting date, whether there is an indication that a non-financial asset may be impaired. If any indication exists, the Company estimates the recoverable amount. The recoverable amount of an asset is the higher of its fair value, less costs to sell, and its value in use. Fair value less costs to sell is the amount obtainable from the sale of an asset in an arm’s-length transaction between knowledgeable, willing parties, less the costs of disposal. Costs of disposal are incremental costs directly attributable to the disposal of an asset and related income tax expense. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the carrying amount of an asset exceeds its recoverable amount, an impairment charge is recognized immediately in the consolidated statements of net loss and comprehensive loss by the amount by which the carrying amount of the asset exceeds the recoverable amount. Where an impairment loss subsequently reverses, the carrying amount of the asset (except goodwill) is increased to the lesser of the revised estimate of the recoverable amount, and the carrying amount that would have been recorded had no impairment loss been recognized previously. 3. Significant accounting policies (continued): Goodwill acquired in business combinations is allocated to cash generating units (“CGUs”) (or groups of CGUs) that are expected to benefit from the synergies of the combination. The determination of CGUs and the level at which goodwill is monitored requires judgment by management. Goodwill is tested annually for impairment and as required when impairment indicators exist, by comparing the carrying value of the CGUs against the recoverable amount. |
Cash | (d) Cash: Cash includes cash on hand and cash held with financial institutions. |
Revenue recognition | (e) Revenue recognition: Service fee revenue is recognized at a point in time upon the performance of services under contracts with customers and represents the consideration to which the Company expects to be entitled. Service fee revenue is determined based on net patient fees, which includes estimates for contractual allowances and discounts. Net patient fees are estimated using an expected value approach where management considers such variables as the average of previous net patient fees received by the applicable payor and fees received by other patients for similar services and management’s best estimate leveraging industry knowledge and expectations of third-party payors’ fee schedules. Third-party payors include federal and state agencies (under the Medicare programs), managed care health plans and commercial insurance companies. Variable consideration also exists in the form of settlements with certain insurance companies, including Medicare, as a result of retroactive adjustments due to audits and reviews. The Company applies constraint to the transaction price, such that net revenues are recorded only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in the future. If actual amounts of consideration ultimately received differ from the Company’s estimates, the Company adjusts these estimates, which would affect net revenues in the period such variances become known. A key determinant of IFRS 15, Revenue from Contracts with Customers Due to the nature of the industry and complexity of the Company’s revenue arrangements, where price lists are subject to the discretion of payors, variable consideration exists that may result in price concessions and constraints to the transaction price for the services rendered. In estimating this variable consideration, the Company uses significant judgment and considers various factors including, but not limited to, the following: ● commercial payors and the administrators of federally-funded healthcare programs exercise discretion over pricing and may establish a base fee schedule for TMS (which is subject to change prior to final settlement) or negotiate a specific reimbursement rate with an individual TMS provider; ● average of previous net service fees received by the applicable payor and fees received by other patients for similar services; 3. Significant accounting policies (continued): ● management’s best estimate, leveraging industry knowledge and expectations of third-party payors’ fee schedules; ● factors that would influence the contractual rate and the related benefit coverage, such as obtaining pre-authorization of services and determining whether the procedure is medically necessary; ● probability of failure in obtaining timely proper provider credentialing (including re-credentialling) and documentation, in order to bill various payors which may result in enhanced price concessions; and ● variation in coverage for similar services among various payors and various payor benefit plans. The Company updates the estimated transaction price (including updating its assessment of whether an estimate of variable consideration is constrained) to represent faithfully the circumstances present at the end of the reporting period and the changes in circumstances during the reporting period in which such variances become known. The above factors are not related to the creditworthiness of the large medical insurance companies and government-backed health plans encompassing the significant majority of the Company’s payors. The payors (large insurers and government agencies) have the ability and intent to pay, but price lists for the Company’s services are subject to the discretion of payors. As a result, the adjustment to reduce the transaction price and constrain the variable consideration is a price concession and not indicative of credit risk on the payors (i.e. not a bad debt expense). |
Accounts receivable | (f) Accounts receivable: Accounts receivable are non-interest bearing, unsecured obligations due from patients and third-party payors. The Company makes an implicit allowance for potentially uncollectible amounts to arrive at net receivables through its revenue recognition policy. In accordance with IFRS 9, Financial Instruments The methodology to arrive at net receivables is reviewed by management periodically. The balance of accounts receivable represents management’s estimate of the net realizable value of receivables after discounts and contractual adjustments. The Company performs an estimation and review process of methodology and inputs periodically to identify instances on a timely basis where such estimation models need to be revised. The Company considers a default to be a change in circumstances that results in the payor no longer having the ability and intent to pay. In these circumstances, the Company will recognize a write-off against the related accounts receivable balance and a corresponding bad debt expense. In estimating the collectability of its accounts receivable, the Company considers macroeconomic factors in assessing accounts receivable. Such factors would need to be significant in order to affect the ability and intent of the Company’s payors given their size and stature. As at December 31, 2022, no such factors were identified and therefore no provision for bad debt was recognized (December 31, 2021 – nil; December 31, 2020 – nil). |
Property, plant and equipment | (g) Property, plant and equipment: Property, plant and equipment are recorded at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recognized over the estimated useful lives of the assets on a straight-line basis, unless stated otherwise, as follows: Furniture and equipment 5 years Leasehold improvements Lesser of 5 years or remaining lease term TMS devices 10 years The estimated useful lives of the assets and their terminal values are assessed on an annual basis based on historical experience, industry practice and management’s expectations. Expenditures for maintenance and repairs are charged to operations as incurred. |
Intangible assets | (h) Intangible assets: The Company classifies intangible assets, obtained through acquisitions, as definite lived assets. Intangible assets consist of covenants not to compete, management service agreements with a professional organization and software. These intangible assets are recorded at cost and are amortized over their estimated useful lives, as follows: Covenants not to compete 5 years Management services agreements 15 years Software 5 years The Company reviews the appropriateness of the amortization period relating to the definite lived intangible assets annually. |
Leases | (i) Leases: At inception of a contract, the Company assesses whether that contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for the period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether (i) the contract involves the use of an identified asset, (ii) the Company has the right to obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use, and (iii) the Company has the right to direct the use of the identified asset. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, including periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option. If the Company expects to obtain ownership of the leased asset at the end of the lease, the Company will depreciate the asset over the underlying asset’s estimated useful life. 3. Significant accounting policies (continued): The lease liability is initially measured at the present value of the lease payments that are due to be paid at the commencement date. The lease payments are discounted using the implicit interest rate in the lease. If the rate cannot be readily determined, the Company’s incremental borrowing rate is used. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment as to whether it will exercise a purchase, extension or termination option. Variable lease payments that are not included in the measurement of the lease liability are recognized as an operating expense in the consolidated statements of net loss and comprehensive loss. The Company has elected not to recognize right-of-use assets and lease liabilities in respect of short-term leases that have a lease term of less than 12 months and leases in respect of low-value assets. The Company recognizes the lease payments associated with these leases as an operating expense in the consolidated statements of net loss and comprehensive loss on a straight-line basis over the lease term. The Company makes estimates when considering the length of the lease term, including considering facts and circumstances that can create an economic incentive to exercise an extension option. The Company makes certain qualitative and quantitative assumptions when deriving the value of the economic incentive. Periodically, the Company will reassess whether it is reasonably certain to exercise extension options and will account for any changes at the date of reassessment. The Company makes judgments in determining whether a contract contains an identified asset and in determining whether or not the Company has the right to control the use of the underlying asset. The Company also makes judgments in determining the incremental borrowing rate used to measure its lease liability in respect of each lease contract. As there are currently no market participants of a similar size and scale as the Company, the incremental borrowing rate is reflective of the interest rate applied historically on loans advanced. |
Government grants | (j) Government grants: Interest free or less than market interest government loans or government-backed loans are measured at amortized cost using the effective interest rate method. The interest rate used is based on the market rate for a comparable instrument with a similar term. The difference between the fair value at inception and the loan proceeds received is recorded as a government grant. The grant portion is presented separately as deferred grant income on the consolidated statements of financial position. It is amortized over the useful life of the loan and is deducted against the related interest expense on the consolidated statements of net loss and comprehensive loss. |
Defined contribution pension plan | (k) Defined contribution pension plan: A defined contribution pension plan is a post-employment benefit plan under which an entity pays fixed contributions to a separate entity and will have no legal or constructive obligation to pay future amounts. Obligations for contributions to defined contribution pension plans are expensed in the consolidated statements of net loss and comprehensive loss in the periods during which services are rendered by employees. |
Provisions | (l) Provisions: Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are measured based on management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to their present value where the effect is material. |
Contingencies | (m) Contingencies: Contingent liabilities are possible obligations whose existence will be confirmed only on the occurrence or non-occurrence of uncertain future events outside the Company’s control, or present obligations that are not recognized because it is not probable that an outflow of economic benefit would be required to settle the obligation or the amount cannot be measured reliably. Contingent liabilities are not recognized but are disclosed in the notes to the consolidated financial statements, including an estimate of their potential financial effect and uncertainties relating to the amount or timing of any outflow, unless the possibility of settlement is remote. 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. |
Financial instruments | (n) Financial instruments: The Company initially measures its financial assets and financial liabilities at fair value and classifies them as financial assets or liabilities at fair value through profit or loss. After initial measurement, financial assets (which include cash and accounts receivable) and liabilities (which include accounts payable and accrued liabilities, lease liabilities, loans payable, and non-controlling interest loans payable) are subsequently measured at amortized cost using the effective interest rate method, with any resulting premium or discount from the face value being amortized to the consolidated statements of net loss and comprehensive loss. Amortization is recorded using the effective interest rate method. Financial liabilities that are derivative in nature (which include other payables) that will or may be settled other than by the exchange of a fixed amount of cash or another financial asset are subsequently measured at fair value at each reporting date, with any gain or loss being recorded in the consolidated statements of net loss and comprehensive loss. The Company recognizes loss allowances for expected credit losses on financial assets measured at amortized cost. Loss allowances for accounts receivable are always measured at an amount equal to the expected credit losses for the subsequent 24-month period. A financial asset carried at amortized cost is considered credit-impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. Individually significant financial assets are tested for credit-impairment on an individual basis. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognized in the consolidated statements of net loss and comprehensive loss. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through the consolidated statements of net loss and comprehensive loss. |
Fair value measurement | (o) Fair value measurement: Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. The Company categorizes its financial assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs used in the measurement. ● Level 1 - This level includes assets and liabilities measured at fair value based on unadjusted quoted prices for identical assets and liabilities in active markets that are accessible at the measurement date. ● Level 2 - This level includes valuations determined using directly or indirectly observable inputs other than quoted prices included within Level 1. Derivative instruments in this category are valued using models or other standard valuation techniques derived from observable market inputs. ● Level 3 - This level includes valuations based on inputs which are less observable, unavailable or where the observable data does not support a significant portion of the instruments’ fair value. |
Share capital | (p) Share capital: Common shares are classified as shareholders’ equity. Incremental transaction costs directly attributable to the issue of common shares and share purchase options are recognized as a deduction from shareholders’ equity, net any of tax effects. When share capital recognized as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is recognized as a deduction from shareholders’ equity. Dividends are discretionary and are recognized as distributions within equity upon approval by the Board. |
Stock-based compensation | (q) Share-based compensation: (i) Options: The Company has adopted an omnibus equity incentive plan (the “Equity Incentive Plan”). The Equity Incentive Plan is open to employees, directors, officers and consultants of the Company and its affiliates. For employees, the value of equity-settled options is measured by reference to the fair value of the equity instrument on the date which they are granted. The fair value is recognized as an expense with a corresponding increase in contributed surplus over the vesting period. The Board has the discretion to establish the vesting period for stock options granted. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. Fair value is calculated using the Black-Scholes option pricing model, which requires the input of highly subjective assumptions, including the volatility of share prices, forfeiture rate and expected life and changes in subjective input assumptions that can materially affect the fair value estimate. The Company estimates the expected forfeiture rate of equity-settled share-based compensation based on historical experience and management’s expectations. Consideration received upon the exercise of stock options is credited to share capital, at which time the related contributed surplus is transferred to share capital. (ii) Performance share units and restricted share units: The Company may issue performance share units (“PSUs”) and restricted share units (“RSUs”) under the Equity Incentive Plan to employees, directors and consultants of the Company and its affiliates; however, non-employee directors of the Company are not entitled to receive grants of PSUs. Each tranche in an award of PSUs or RSUs is considered a separate award with its own grant date fair value. The Company, at its discretion, will determine at the time of grant if the applicable PSUs or RSUs, as the case may be, are to be cash-settled or equity-settled. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of PSUs or RSUs that eventually vest. If cash-settled, the fair value of the grants of PSUs and RSUs are recorded in corporate, general and administrative expenses. The fair value is recognized as a liability in the consolidated statements of financial position. The PSUs and RSUs are subsequently remeasured at the end of each reporting period and any changes are recognized as an expense in the consolidated statements of net loss and comprehensive loss until the award is settled. If equity-settled, the fair value of the grants of PSUs and RSUs are recognized as an expense in the consolidated statements of net loss and comprehensive loss. The total amount to be expensed is determined by the fair value of the PSUs and RSUs granted. The total expense is recognized over the vesting period which is the period over which all of the service vesting conditions are satisfied. (iii) Deferred share units: The Company has adopted a deferred share unit plan for its non-employee directors (the “DSU Plan”). Each tranche in an award of deferred share units (“DSUs”) is considered a separate award with its own grant date fair value. Grants of DSUs are recorded at fair value in corporate, general and administrative expenses. As DSUs are cash-settled, the fair value of a DSU is recognized as a liability in the consolidated statements of financial position. The DSUs are subsequently remeasured at the end of each reporting period and any changes are recognized as an expense in the consolidated statements of net loss and comprehensive loss until the award is settled. |
Finance income and finance costs | (r) Finance income and finance costs: Finance income comprises interest income on cash equivalents recognized in the consolidated statements of net loss and comprehensive loss as it accrues, using the effective interest method. Finance costs comprise interest expense on borrowings and lease liabilities that are recognized in the consolidated statements of net loss and comprehensive loss. |
Income taxes | (s) Income taxes: Income tax expense comprises current and deferred tax. Income tax expense (recovery) is recognized in the consolidated statements of net loss and comprehensive loss. Current income tax expense represents the amount of income taxes payable based on tax law that is enacted or substantively 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 years to date. The Company uses the deferred tax method of accounting for income taxes. Accordingly, deferred tax assets and liabilities are recognized for the deferred tax consequences attributable to differences between the consolidated financial statements’ carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statements of net loss and comprehensive loss in the year in which the enactment or substantive enactment occurs. 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. 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. In determining the amount of current and deferred taxes, the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Company believes that its tax liabilities for uncertain tax positions are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. The assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Company to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made. |
Earnings / loss per share | (t) Earnings / loss per share: Basic earnings / loss per common share (“EPS”) is calculated by dividing the net earnings / loss 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 / loss available to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive instruments. |
Significant accounting polici_3
Significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Significant accounting policies | |
Schedule of estimated useful lives of property, plant and equipment | Furniture and equipment 5 years Leasehold improvements Lesser of 5 years or remaining lease term TMS devices 10 years |
Schedule of estimated useful lives of intangible assets | Covenants not to compete 5 years Management services agreements 15 years Software 5 years |
Business acquisitions (Tables)
Business acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Achieve TMS East Acquisition | |
Disclosure of detailed information about business combination [line items] | |
Schedule of allocation of the purchase price consideration | Purchase consideration Cash paid, net of cash acquired ($69,769) $ 6,585,931 Deferred and contingent consideration 1,250,000 Working capital adjustment (104,052) 7,731,879 Net assets acquired Current assets, excluding cash acquired 460,070 Property, plant and equipment 57,544 Covenants not to compete 550,000 Management services agreement 3,850,000 Right-of-use assets 2,366,868 Accounts payable and accrued liabilities (228,193) Current lease liabilities (1,152,426) Long-term lease liabilities (1,214,441) 4,689,422 Goodwill $ 3,042,457 |
Achieve TMS West Acquisition | |
Disclosure of detailed information about business combination [line items] | |
Schedule of allocation of the purchase price consideration | Purchase consideration Share issuance $ 11,783,584 Share issuance, held in escrow 3,927,861 15,711,445 Net assets acquired Cash acquired 688,958 Accounts receivable, net 3,728,255 Prepaid expenses and other 804,416 Property, plant and equipment 829,049 Software 363,424 Management services agreements 15,850,000 Right-of-use assets 23,650,865 Accounts payable and accrued liabilities (4,890,405) Deferred grant income (225,559) Loans payable (14,836,324) Shareholder loan (2,078,979) Lease liabilities (23,500,474) 383,226 Goodwill $ 15,328,219 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, plant and equipment. | |
Schedule of reconciliation of property, plant and equipment | Furniture and Leasehold equipment improvements TMS devices Total Cost Balance, December 31, 2020 $ 175,416 $ 183,103 $ 2,126,091 $ 2,484,610 Additions — — 544,127 544,127 Additions through business combinations (note 5(a)) — — 57,544 57,544 Asset disposal (59,812) (3,704) (191,537) (255,053) Balance, December 31, 2021 115,604 179,399 2,536,225 2,831,228 Additions — 33,866 1,496,254 1,530,120 Additions through business combinations (note 5(b)) — 131,071 697,978 829,049 Asset disposal — — (74,184) (74,184) Balance, December 31, 2022 $ 115,604 $ 344,336 $ 4,656,273 $ 5,116,213 Accumulated depreciation Balance, December 31, 2020 $ 112,176 $ 30,884 $ 650,214 $ 793,274 Depreciation 27,991 29,297 310,663 367,951 Asset disposal (59,812) (3,704) (191,537) (255,053) Balance, December 31, 2021 80,355 56,477 769,340 906,172 Depreciation 23,119 39,064 502,421 564,604 Asset disposal — — (74,184) (74,184) Balance, December 31, 2022 $ 103,474 $ 95,541 $ 1,197,577 $ 1,396,592 Net book value Balance, December 31, 2021 $ 35,249 $ 122,922 $ 1,766,885 $ 1,925,056 Balance, December 31, 2022 12,130 248,795 3,458,696 3,719,621 |
Intangible assets and goodwill
Intangible assets and goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible assets and goodwill | |
Schedule of reconciliation of intangible assets and goodwill | Management Covenants not services agreements to complete Software Total Cost Balance, December 31, 2020 $ 6,020,000 $ 310,000 $ — $ 6,330,000 Additions (note 5(a)) 3,850,000 550,000 — 4,400,000 Balance, December 30, 2021 9,870,000 860,000 — 10,730,000 Additions through business combinations (note 5(b)) 15,850,000 — 363,424 16,213,424 Impairment loss (note 7(c)) (5,831,916) (461,029) — (6,292,945) Balance, December 31, 2022 $ 19,888,084 $ 398,971 $ 363,424 $ 20,650,479 Accumulated depreciation Balance, December 31, 2020 $ 507,240 $ 78,361 $ — $ 585,601 Amortization 465,500 89,500 — 555,000 Balance, December 31, 2021 972,740 167,861 — 1,140,601 Amortization 1,146,567 172,000 39,646 1,358,213 Balance, December 31, 2022 $ 2,119,307 $ 339,861 $ 39,646 $ 2,498,814 Net book value Balance, December 31, 2021 $ 8,897,260 $ 692,139 $ — $ 9,589,399 Balance, December 31, 2022 17,768,777 59,110 323,778 18,151,665 Total Cost Balance, December 31, 2020 $ 3,707,650 Additions (note 5(a)) 3,042,457 Balance, December 31, 2021 6,750,107 Additions (note 5(b)) 15,328,219 Balance, December 31, 2022 $ 22,078,326 Impairment Balance, December 31, 2020 $ — Impairment — Balance, December 31, 2021 — Impairment (note 7 (c)) (14,384,215) Balance, December 31, 2022 $ (14,384,215) Net book value Balance, December 31, 2021 $ 6,750,107 Balance, December 31, 2022 7,694,111 |
Right-of-use assets and lease_2
Right-of-use assets and leases liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Right-of-use assets and leases liabilities | |
Reconciliation of right-of-use assets | TMS devices TMS Center locations Total Right-of-use assets, December 31, 2020 $ 10,931,943 $ 15,859,601 $ 26,791,544 Additions to right-of-use assets 3,842,354 2,502,583 6,344,937 Additions through business combinations (note 5 (a)) 1,765,732 601,136 2,366,868 Exercise of buy-out options into property, plant and equipment (512,588) — (512,588) Depreciation on right-of-use assets (2,286,149) (3,184,906) (5,471,055) Right-of-use assets, December 31, 2021 $ 13,741,292 $ 15,778,414 $ 29,519,706 8. Right-of-use assets and lease liabilities (continued): TMS devices TMS Center locations Total Right-of-use assets, December 31, 2021 $ 13,741,292 $ 15,778,414 $ 29,519,706 Additions to right-of-use assets 2,642,421 5,115,076 7,757,497 Additions through business combinations (note 5(b)) 7,314,499 16,336,366 23,650,865 Exercise of buy-out options into property, plant and equipment (1,496,254) — (1,496,254) Depreciation on right-of-use assets (2,853,867) (4,739,925) (7,593,792) Right-of-use assets, December 31, 2022 $ 19,348,091 $ 32,489,931 $ 51,838,022 |
Reconciliation of lease liabilities | Lease liabilities, December 31, 2020 $ 27,912,873 Additions to lease liability 6,354,629 Additions through business combinations (note 5(a)) 2,366,868 Interest expense on lease liabilities 2,881,189 Payments of lease liabilities (8,481,872) Lease liabilities, December 31, 2021 31,033,687 Less current portion of lease liabilities 6,557,690 Long term portion of lease liabilities $ 24,475,997 Lease liabilities, December 31, 2021 $ 31,033,687 Additions to lease liability 7,765,413 Additions through business combinations (note 5(b)) 23,500,474 Interest expense on lease liabilities 4,139,928 Payments of lease liabilities (13,513,880) Lease liabilities, December 31, 2022 52,925,622 Less current portion of lease liabilities 11,123,391 Long term portion of lease liabilities $ 41,802,231 |
Undiscounted cash flows for lease liabilities | Total 2023 $ 15,318,324 2024 12,018,371 2025 9,357,237 2026 7,888,419 2027 7,237,779 Thereafter 18,646,473 Total minimum lease payments 70,466,603 Less discounted cash flows 17,540,981 Present value of minimum lease payments $ 52,925,622 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts payable and accrued liabilities | |
Components of trade and other payables | December 31, December 31, 2022 2021 Accounts payable $ 16,808,557 $ 7,515,566 Accrued liabilities 3,463,066 2,255,074 Total $ 20,271,623 $ 9,770,640 |
Loans payable (Tables)
Loans payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about borrowings [line items] | |
Schedule of undiscounted cash flows for bank loans | TMS Device Credit Promissory Loans (i) Facility (ii) notes (iii) Total 2023 $ 152,627 $ 5,741,611 — $ 5,894,238 2024 60,247 5,658,909 — 5,719,156 2025 2,097 5,646,131 237,972 5,886,200 2026 — 31,270,777 — 31,270,777 2027 — 39,776,026 — 39,776,026 Thereafter — — — — Total cash payments $ 214,971 $ 88,093,454 $ 237,972 $ 88,546,397 (i) TMS Device loans |
Bank loans | |
Disclosure of detailed information about borrowings [line items] | |
Schedule of borrowings | TMS Device Credit Promissory Loans (i) Facility (ii) notes (iii) Total Total, December 31, 2021 $ 54,149 $ 13,512,484 $ — $ 13,566,633 Short Term 39,723 474,269 — 513,992 Long Term $ 14,426 $ 13,038,215 $ — $ 13,052,641 Total, December 31, 2022 $ 201,345 $ 52,036,483 $ 166,325 $ 52,404,153 Short Term 141,066 2,214,175 21,094 2,376,335 Long Term $ 60,279 $ 49,822,308 $ 145,231 $ 50,027,818 TMS Device Credit Promissory Loans (i) Facility (ii) notes (iii) Total Total, December 31, 2021 $ 54,149 $ 13,512,484 $ — $ 13,566,633 Additions through business combinations (note 5(b)) 244,522 — 157,296 401,818 Proceeds from bank loans — 55,000,000 — 55,000,000 Repayment of bank loans (107,789) (13,589,985) — (13,697,774) Interest expense 10,463 4,446,859 9,029 4,446,351 Interest paid — (3,365,466) — (3,365,466) Conversion instrument — (892,950) — (892,950) Capitalized financing costs — (3,074,459) — (3,074,459) Total, December 31, 2022 $ 201,345 $ 52,036,483 $ 166,325 $ 52,404,153 |
Non-controlling interest loans | |
Disclosure of detailed information about borrowings [line items] | |
Schedule of borrowings | December 31, December 31, 2022 2021 Non-controlling interest loans $ 94,136 $ 85,214 |
Shareholder loan (Tables)
Shareholder loan (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Shareholder loan | |
Schedule of undiscounted cash flows for the shareholder loan | Undiscounted cash flows for the shareholder loan as at December 31, 2022, inclusive of principal and interest, are as follows: Total 2023 $ 209,026 2024 2,246,063 2025 — 2026 — 2027 — Thereafter — Total cash payments 2,455,089 |
Other payables (Tables)
Other payables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Schedule of oxford warrants | December 31, December 31, 2022 2021 Oxford warrants $ 6,567 $ 44,997 |
Schedule of conversion instruments | December 31, December 31, 2022 2021 Conversion instruments $ 1,605,429 $ — |
Deferred Share Units | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Schedule of share units arrangement liability | December 31, December 31, 2022 2021 Deferred share units $ 578,061 $ 205,337 |
Performance Share Units | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |
Schedule of share units arrangement liability | December 31, December 31, 2022 2021 Performance share units $ 44,753 $ 97,853 |
Deferred and contingent consi_2
Deferred and contingent consideration (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred and contingent consideration | |
Summary of deferred and contingent consideration payable | December 31, December 31, 2022 2021 Deferred and contingent consideration $ 1,000,000 $ 1,250,000 |
Common shares (Tables)
Common shares (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Common shares. | |
Reconciliation of common shares outstanding | Total Number amount December 31, 2019 11,683,689 $ 50,185,756 Common share issuances: Public offering 1,818,788 9,943,886 December 31, 2020 13,502,477 60,129,642 Common share issuances: Settlement of contingent consideration in shares 231,011 3,095,799 Private placement 2,353,347 23,221,195 Public offering 1,707,750 11,886,677 Exercise of stock options 5,500 46,875 Exercise of broker warrants 1,800 28,729 December 31, 2021 17,801,885 $ 98,408,917 Common share issuances: Success TMS Acquisition issuance 11,634,660 15,711,445 December 31, 2022 29,436,545 $ 114,120,362 |
Contributed surplus (Tables)
Contributed surplus (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Contributed surplus. | |
Reconciliation of share based compensation - options | Weighted Number of average stock options exercise price Outstanding as at December 31, 2019 599,634 $ 6.80 Granted 159,500 9.45 Exercised — — Forfeited (22,634) (7.50) Outstanding as at December 31, 2020 736,500 $ 7.35 Granted 186,500 14.16 Exercised (5,500) (5.23) Forfeited (20,000) (12.62) Outstanding as at December 31, 2021 897,500 $ 8.66 Forfeited (132,833) (11.59) Outstanding as at December 31, 2022 764,667 $ 8.15 |
Reconciliation of broker warrants | Weighted Number of average broker warrants exercise price Outstanding as at December 31, 2019 213,638 $ 11.10 Expired (100,729) 10.00 Outstanding as at December 31, 2020 112,909 $ 12.07 Exercised (1,800) (12.07) Expired (111,109) (12.07) Outstanding as at December 31, 2021 — $ — Outstanding as at December 31, 2022 — $ — |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income taxes. | |
Schedule of reconciliation of income tax expense | December 31, December 31, December 31, 2022 2021 2020 Accounting Net Loss before income tax - Greenbrook TMS $ (61,726,474) $ (24,751,488) $ (29,663,540) Accounting Net Loss before income tax - non-controlling interest (698,265) (108,430) (739,181) Accounting Net Loss before income tax $ (62,424,739) $ (24,859,918) $ (30,402,721) Income tax provision at statutory rate 25.18% (December 31, 2021 - 25.38%, December 31, 2020 – 25.75%) $ (15,718,549) $ (6,309,447) $ (7,828,701) Non-controlling interest 175,823 27,520 190,339 Non-deductible expenses and other permanent differences 20,207 (786,853) (4,202) Future rate differential 205,770 563,948 (20,880) Change in unrecognized deferred tax assets 15,316,749 6,504,832 7,663,444 Income tax expense at effective rate $ — $ — $ — |
Schedule of deferred tax asset and liability | December 31, December 31, 2022 2021 Book value in excess of tax costs $ (911,686) $ (334,167) Property, plant and equipment 911,686 334,167 Net deferred tax assets (liabilities) $ — $ — The following temporary differences have not been recognized in the Company’s consolidated financial statements: December 31, December 31, 2022 2021 Non-capital loss carry-forward 98,618,164 59,623,930 Other, including share-based compensation 13,607,463 13,727,524 Intangible assets 30,115,386 9,533,145 Unrecognized total deferred tax assets $ 142,341,013 $ 82,884,599 |
Risk management arising from _2
Risk management arising from financial instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Risk management arising from financial instruments | |
Schedule of accounts receivable balance aging analysis | December 31, December 31, Days since service delivered 2022 2021 0 - 90 $ 7,341,725 $ 5,572,950 91 - 180 2,666,631 1,278,967 181 - 270 2,024,644 1,923,364 270+ 1,865,305 2,222,108 Total accounts receivable $ 13,898,305 $ 10,997,389 |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related party transactions | |
Schedule of Compensation of key management personnel | December 31, December 31, December 31, 2022 2021 2020 Salaries and bonuses $ 1,921,684 $ 2,416,964 $ 1,973,250 Share-based compensation 60,476 310,806 192,160 Performance share units (53,100) 97,853 — Total $ 1,929,060 $ 2,825,623 $ 2,165,410 |
Basic and diluted loss per sh_2
Basic and diluted loss per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Basic and diluted loss per share | |
Earnings per share calculation | December 31, December 31, December 31, 2022 2021 2020 Net loss attributable to the common shareholders of: Greenbrook TMS $ (61,726,474) $ (24,751,487) $ (29,663,540) Weighted average common shares outstanding: Basic and diluted 23,235,655 15,423,870 12,799,876 Loss per share: Basic and diluted $ (2.66) $ (1.60) $ (2.32) |
Non-controlling interest (Table
Non-controlling interest (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Non-controlling interest. | |
Subsidiaries included in consolidated financial results | Year Ownership Name incorporated interest Greenbrook TMS Tampa LLC 2020 80 % |
Consolidated amounts for subsidiaries | December 31, December 31, December 31, 2022 2021 2020 Cash $ 580,056 $ 1,885,606 $ 2,258,199 Accounts receivable, net 4,389,076 6,374,010 6,326,473 Prepaid expenses and other 483,082 345,239 273,295 Property, plant and equipment 1,085,006 1,013,161 926,243 Right-of-use assets 9,124,023 9,939,726 9,445,773 Account payable and accrued liabilities 1,666,756 993,848 1,184,246 Lease liabilities 10,008,346 10,588,519 9,822,224 Loans payable 15,262,520 12,431,803 9,998,536 Shareholder's equity (deficit) attributable to the shareholders of Greenbrook TMS (9,023,100) (3,718,322) (1,382,465) Shareholder's equity (deficit) attributable to non-controlling interest (1,240,632) (542,367) (433,937) Distributions paid to non-controlling interest (1,838,380) (1,518,130) (1,010,130) Partnership buyout (496,659) — — Subsidiary investment by non-controlling interest — 270,885 45,716 Historical subsidiary investment by non-controlling interest 1,322,392 1,051,507 1,005,791 The following table summarizes the aggregate financial information for the above-noted entities for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: December 31, December 31, December 31 2022 2021 2020 Revenue $ 23,126,027 $ 25,429,479 $ 20,119,714 Net (loss) income attributable to the shareholders of Greenbrook TMS (3,934,970) (2,019,797) (3,128,682) Net (loss) income attributable to non-controlling interest (698,265) (108,430) (739,181) |
Expenses by nature (Tables)
Expenses by nature (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Expenses by nature | |
Components of other regional and center support costs | December 31, December 31, December 31, 2022 2021 2020 Salaries and bonuses $ 16,651,595 $ 12,278,518 $ 9,798,901 Marketing expenses 10,807,453 6,765,806 6,446,798 Total $ 27,459,048 $ 19,044,324 $ 16,245,699 |
Components of corporate, general and administrative costs | December 31, December 31, December 31, 2022 2021 2020 Salaries and bonuses $ 16,185,688 $ 13,145,385 $ 10,195,949 Marketing expenses 628,145 623,560 1,030,196 Professional and legal fees 2,870,499 3,435,653 2,603,597 Computer supplies and software 2,342,103 1,386,318 859,100 Transaction costs (note 5) 1,265,225 426,006 — Travel, meals and entertainment 275,254 211,704 165,217 Conversion instrument 712,479 — — Deferral payment expense (note 13) — 300,000 — Insurance 879,401 569,471 128,281 Other 1,077,909 568,857 163,021 Total $ 26,236,703 $ 20,666,954 $ 15,145,361 |
Basis of preparation - Going co
Basis of preparation - Going concern (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 20, 2023 | Jul. 14, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 29, 2021 | Dec. 31, 2019 | |
Basis of preparation | ||||||||
Cash flow from operating activities | $ 13,211,417 | $ 16,339,266 | $ 7,948,248 | |||||
Cash balance, excluding restricted cash | 1,623,957 | 10,699,679 | 17,756,742 | $ 6,673,205 | ||||
Working capital | 18,104,352 | $ 6,333,702 | ||||||
Proceeds from bank loans | 55,000,000 | |||||||
Subsequent Debt Financing | ||||||||
Basis of preparation | ||||||||
Proceeds from bank loans | $ 7,750,000 | |||||||
Credit Facility | ||||||||
Basis of preparation | ||||||||
Borrowing limit | $ 30,000,000 | |||||||
Proceeds from bank loans | $ 55,000,000 | |||||||
Amount repaid to Madryn credit facility | $ 15,446,546 | |||||||
Term Loan | ||||||||
Basis of preparation | ||||||||
Borrowing limit | $ 15,000,000 | |||||||
Madryn Credit Facility | ||||||||
Basis of preparation | ||||||||
Borrowing limit | 75,000,000 | |||||||
Proceeds from bank loans | 55,000,000 | |||||||
Maximum additional permissible draw amount | 20,000,000 | |||||||
Various loans held | ||||||||
Basis of preparation | ||||||||
Amount repaid to Madryn credit facility | $ 15,154,845 | |||||||
Unsecured notes | Subsequent Debt Financing | ||||||||
Basis of preparation | ||||||||
Proceeds from bank loans | $ 1,750,000 |
Basis of preparation - Addition
Basis of preparation - Additional information (Details) - shares shares in Millions | Feb. 01, 2021 | Jan. 12, 2021 |
Basis of preparation | ||
Decreased in number of Shares issued and outstanding | 13.5 | 67.5 |
Significant accounting polici_4
Significant accounting policies - Useful lives of property, plant and equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Furniture and equipment | |
Property, plant and equipment: | |
Useful life | 5 years |
Leasehold improvements | |
Property, plant and equipment: | |
Useful life | 5 years |
TMS devices | |
Property, plant and equipment: | |
Useful life | 10 years |
Significant accounting polici_5
Significant accounting policies - Useful lives of intangible assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Covenants not to compete | |
Intangible assets: | |
Useful life of intangible assets | 5 years |
Management services agreement | |
Intangible assets: | |
Useful life of intangible assets | 15 years |
Software | |
Intangible assets: | |
Useful life of intangible assets | 5 years |
Significant accounting polici_6
Significant accounting policies - Additional information (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Significant accounting policies | |||
Number of reportable segments | segment | 1 | ||
Bad debt expense | $ | $ 0 | $ 0 | $ 0 |
Business acquisitions (Details)
Business acquisitions (Details) | 6 Months Ended | 12 Months Ended | ||||||
Jul. 14, 2022 USD ($) Center item shares | Jan. 01, 2022 USD ($) | Oct. 01, 2021 USD ($) Center | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 26, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Business acquisitions: | ||||||||
Deferred consideration funds held in escrow account | $ 1,274,402 | |||||||
Earn-out consideration payable | $ 7,223,630 | |||||||
Deferred and contingent consideration payable | $ 1,000,000 | $ 1,000,000 | $ 1,250,000 | |||||
Revenue on a pro forma basis as if the Company acquired as at January 1, 2022 | $ 85,303,120 | |||||||
Loss on a pro forma basis as if the Company acquired as at January 1, 2022 | $ (81,616,869) | |||||||
Achieve TMS East/Central | ||||||||
Business acquisitions: | ||||||||
Initial aggregate purchase price | $ 7,905,700 | |||||||
Cash Paid | 6,655,700 | |||||||
Deferred consideration funds held in escrow account | 1,250,000 | 250,000 | 250,000 | |||||
Earn-out consideration payable | $ 0 | 0 | 0 | 0 | ||||
Term of agreement | 12 months | |||||||
Deferred and contingent consideration payable | $ 1,250,000 | |||||||
Restricted cash | 1,000,000 | 1,000,000 | ||||||
Number of TMS Centers acquired | Center | 17 | |||||||
Cash and cash equivalents recognised as of acquisition date | 69,769 | 69,769 | ||||||
Achieve TMS East/Central | Covenants not to compete | ||||||||
Business acquisitions: | ||||||||
Term of agreement | 5 years | |||||||
Achieve TMS East/Central | Achieve TMS CGU | ||||||||
Business acquisitions: | ||||||||
Earn-out consideration payable | $ 2,500,000 | |||||||
Success TMS | ||||||||
Business acquisitions: | ||||||||
Number of TMS Centers acquired | Center | 47 | |||||||
Number of common shares issued | 8,725,995 | |||||||
Value of common shares issued | $ 11,783,584 | |||||||
Number of additional common shares issued | shares | 2,908,665 | |||||||
Share issuance, held in escrow | $ 3,927,861 | |||||||
Number of companies pro forma revenue contribution considered for purchase price consideration | item | 2 | |||||||
Percentage of purchase price consideration on total issued and outstanding common shares of the Company on a post-acquisition basis | 40% | |||||||
Consolidated revenue | 13,797,864 | |||||||
Consolidated loss | $ (6,844,682) | |||||||
Cash and cash equivalents recognised as of acquisition date | $ 688,958 | |||||||
Success TMS | Corporate, general and administrative expense | ||||||||
Business acquisitions: | ||||||||
Transaction costs | $ 1,265,225 |
Business acquisitions - Allocat
Business acquisitions - Allocation of purchase price (Details) - USD ($) | Dec. 31, 2022 | Jul. 14, 2022 | Oct. 01, 2021 |
Achieve TMS East/Central | |||
Purchase consideration | |||
Cash paid, net of cash acquired | $ 6,585,931 | ||
Deferred and contingent consideration | 1,250,000 | ||
Working capital adjustment | (104,052) | ||
Purchase consideration | 7,731,879 | ||
Net assets acquired | |||
Current assets, excluding cash acquired | 460,070 | ||
Cash acquired | $ 69,769 | ||
Property, plant and equipment | 57,544 | ||
Right-of-use assets | 2,366,868 | ||
Accounts payable and accrued liabilities | (228,193) | ||
Current lease liabilities | (1,152,426) | ||
Long-term lease liabilities | (1,214,441) | ||
Net assets acquired | 4,689,422 | ||
Goodwill | 3,042,457 | ||
Achieve TMS East/Central | Covenants not to compete | |||
Net assets acquired | |||
Intangible assets | 550,000 | ||
Achieve TMS East/Central | Management services agreement | |||
Net assets acquired | |||
Intangible assets | $ 3,850,000 | ||
Success TMS | |||
Purchase consideration | |||
Share issuance | $ 11,783,584 | ||
Share issuance, held in escrow | 3,927,861 | ||
Purchase consideration | 15,711,445 | ||
Net assets acquired | |||
Cash acquired | 688,958 | ||
Accounts receivable, net | 3,728,255 | ||
Prepaid expenses and other | 804,416 | ||
Property, plant and equipment | 829,049 | ||
Right-of-use assets | 23,650,865 | ||
Accounts payable and accrued liabilities | (4,890,405) | ||
Deferred grant income | (225,559) | ||
Loans payable | (14,836,324) | ||
Shareholder loan | (2,078,979) | ||
Lease liabilities | (23,500,474) | ||
Net assets acquired | 383,226 | ||
Goodwill | 15,328,219 | ||
Success TMS | Management services agreement | |||
Net assets acquired | |||
Intangible assets | 15,850,000 | ||
Success TMS | Software | |||
Net assets acquired | |||
Intangible assets | $ 363,424 |
Property, plant and equipment_2
Property, plant and equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, plant and equipment: | ||
Balance, beginning of period | $ 1,925,056 | |
Additions through business combinations | 23,650,865 | $ 2,366,868 |
Balance, end of period | 3,719,621 | 1,925,056 |
Cost | ||
Property, plant and equipment: | ||
Balance, beginning of period | 2,831,228 | 2,484,610 |
Additions | 1,530,120 | 544,127 |
Additions through business combinations | 829,049 | 57,544 |
Asset disposal | (74,184) | (255,053) |
Balance, end of period | 5,116,213 | 2,831,228 |
Furniture and equipment | ||
Property, plant and equipment: | ||
Balance, beginning of period | 35,249 | |
Balance, end of period | 12,130 | 35,249 |
Furniture and equipment | Cost | ||
Property, plant and equipment: | ||
Balance, beginning of period | 115,604 | 175,416 |
Asset disposal | (59,812) | |
Balance, end of period | 115,604 | 115,604 |
Leasehold improvements | ||
Property, plant and equipment: | ||
Balance, beginning of period | 122,922 | |
Balance, end of period | 248,795 | 122,922 |
Leasehold improvements | Cost | ||
Property, plant and equipment: | ||
Balance, beginning of period | 179,399 | 183,103 |
Additions | 33,866 | |
Additions through business combinations | 131,071 | |
Asset disposal | (3,704) | |
Balance, end of period | 344,336 | 179,399 |
TMS devices | ||
Property, plant and equipment: | ||
Balance, beginning of period | 1,766,885 | |
Balance, end of period | 3,458,696 | 1,766,885 |
TMS devices | Cost | ||
Property, plant and equipment: | ||
Balance, beginning of period | 2,536,225 | 2,126,091 |
Additions | 1,496,254 | 544,127 |
Additions through business combinations | 697,978 | 57,544 |
Asset disposal | (74,184) | (191,537) |
Balance, end of period | $ 4,656,273 | $ 2,536,225 |
Property, plant and equipment -
Property, plant and equipment - Accumulated depreciation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance, beginning of period | $ (1,925,056) | |
Balance, end of period | (3,719,621) | $ (1,925,056) |
Accumulated amortization | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance, beginning of period | 906,172 | 793,274 |
Depreciation | 564,604 | 367,951 |
Asset disposal | 74,184 | 255,053 |
Balance, end of period | 1,396,592 | 906,172 |
Furniture and equipment | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance, beginning of period | (35,249) | |
Balance, end of period | (12,130) | (35,249) |
Furniture and equipment | Accumulated amortization | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance, beginning of period | 80,355 | 112,176 |
Depreciation | 23,119 | 27,991 |
Asset disposal | 59,812 | |
Balance, end of period | 103,474 | 80,355 |
Leasehold improvements | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance, beginning of period | (122,922) | |
Balance, end of period | (248,795) | (122,922) |
Leasehold improvements | Accumulated amortization | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance, beginning of period | 56,477 | 30,884 |
Depreciation | 39,064 | 29,297 |
Asset disposal | 3,704 | |
Balance, end of period | 95,541 | 56,477 |
TMS devices | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance, beginning of period | (1,766,885) | |
Balance, end of period | (3,458,696) | (1,766,885) |
TMS devices | Accumulated amortization | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Balance, beginning of period | 769,340 | 650,214 |
Depreciation | 502,421 | 310,663 |
Asset disposal | 74,184 | 191,537 |
Balance, end of period | $ 1,197,577 | $ 769,340 |
Intangible assets and goodwil_2
Intangible assets and goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Balance, beginning of period | $ 9,589,399 | |
Balance, end of period | 18,151,665 | $ 9,589,399 |
Cost | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Balance, beginning of period | 10,730,000 | 6,330,000 |
Additions | 16,213,424 | 4,400,000 |
Impairment loss | (6,292,945) | |
Balance, end of period | 20,650,479 | 10,730,000 |
Accumulated depreciation | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Balance, beginning of period | (1,140,601) | (585,601) |
Amortization | 1,358,213 | 555,000 |
Balance, end of period | (2,498,814) | (1,140,601) |
Management services agreement | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Balance, beginning of period | 8,897,260 | |
Balance, end of period | 17,768,777 | 8,897,260 |
Management services agreement | Cost | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Balance, beginning of period | 9,870,000 | 6,020,000 |
Additions | 15,850,000 | 3,850,000 |
Impairment loss | (5,831,916) | |
Balance, end of period | 19,888,084 | 9,870,000 |
Management services agreement | Accumulated depreciation | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Balance, beginning of period | (972,740) | (507,240) |
Amortization | 1,146,567 | 465,500 |
Balance, end of period | (2,119,307) | (972,740) |
Covenant not to complete | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Balance, beginning of period | 692,139 | |
Balance, end of period | 59,110 | 692,139 |
Covenant not to complete | Cost | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Balance, beginning of period | 860,000 | 310,000 |
Additions | 550,000 | |
Impairment loss | (461,029) | |
Balance, end of period | 398,971 | 860,000 |
Covenant not to complete | Accumulated depreciation | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Balance, beginning of period | (167,861) | (78,361) |
Amortization | 172,000 | 89,500 |
Balance, end of period | (339,861) | (167,861) |
Software | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Balance, end of period | 323,778 | |
Software | Cost | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Additions | 363,424 | $ 0 |
Balance, end of period | 363,424 | |
Software | Accumulated depreciation | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Amortization | 39,646 | |
Balance, end of period | $ (39,646) |
Intangible assets and goodwil_3
Intangible assets and goodwill - Accumulated amortization (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Goodwill at beginning of period | $ 6,750,107 | |
Goodwill at end of period | 7,694,111 | $ 6,750,107 |
Achieve | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Goodwill at beginning of period | 6,750,107 | |
Goodwill at end of period | 7,694,111 | 6,750,107 |
Cost | Achieve | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Goodwill at beginning of period | 6,750,107 | 3,707,650 |
Additions | 15,328,219 | 3,042,457 |
Goodwill at end of period | 22,078,326 | 6,750,107 |
Impairment | Achieve | ||
Disclosure of reconciliation of changes in intangible assets and goodwill [line items] | ||
Goodwill at beginning of period | 0 | |
Impairment loss | (14,384,215) | $ 0 |
Goodwill at end of period | $ (14,384,215) |
Intangible assets and goodwil_4
Intangible assets and goodwill - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible assets: | |||
Goodwill | $ 7,694,111 | $ 6,750,107 | |
Impairment charges on intangible assets | 0 | $ 0 | |
Impairment loss | 20,677,160 | ||
Greenbrook CGU | |||
Intangible assets: | |||
Goodwill | $ 0 | $ 0 | |
Achieve TMS East/Central CGU | |||
Intangible assets: | |||
Budgeted revenue growth rate | 0% | ||
EBITDA margin | 10% | ||
Perpetuity growth rate | 2% | ||
Weighted average cost of capital discount rate | 12.10% | ||
Goodwill | $ 3,042,457 | ||
Achieve TMS East/Central CGU | Management services agreement | |||
Intangible assets: | |||
Impairment charges on intangible assets | $ 3,485,621 | ||
Achieve TMS West CGU | |||
Intangible assets: | |||
Budgeted revenue growth rate | 8% | ||
EBITDA margin | 11% | ||
Perpetuity growth rate | 2% | ||
Weighted average cost of capital discount rate | 12.10% | ||
Goodwill | $ 3,707,650 | ||
Impairment charges on intangible assets | 3,707,650 | ||
Achieve TMS West CGU | Management services agreement | |||
Intangible assets: | |||
Impairment charges on intangible assets | 2,346,295 | ||
Achieve TMS West CGU | Non-compete agreement | |||
Intangible assets: | |||
Impairment charges on intangible assets | $ 53,619 | ||
Success TMS CGU | |||
Intangible assets: | |||
Budgeted revenue growth rate | 5% | ||
EBITDA margin | 6% | ||
Perpetuity growth rate | 2% | ||
Weighted average cost of capital discount rate | 8% | ||
Goodwill | $ 15,328,219 | ||
Success TMS CGU | Goodwill | |||
Intangible assets: | |||
Impairment loss | 7,634,108 | ||
Achieve TMS CGU | |||
Intangible assets: | |||
Impairment charges on intangible assets | 20,677,160 | ||
Achieve TMS East/Central | Goodwill | |||
Intangible assets: | |||
Impairment loss | 3,042,457 | ||
Achieve TMS East/Central | Non-compete agreement | |||
Intangible assets: | |||
Impairment loss | $ 407,410 |
Right-of-use assets and lease_3
Right-of-use assets and leases liabilities - Right-of-use assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Right-of-use assets | ||
Right-of-use assets, beginning of period | $ 29,519,706 | $ 26,791,544 |
Additions to right-of-use assets | 7,757,497 | 6,344,937 |
Additions through business combinations | 23,650,865 | 2,366,868 |
Exercise of buy-out options into property, plant and equipment | (1,496,254) | (512,588) |
Depreciation on right-of-use assets | (7,593,792) | (5,471,055) |
Right-of-use assets, end of period | 51,838,022 | 29,519,706 |
TMS devices | ||
Right-of-use assets | ||
Right-of-use assets, beginning of period | 13,741,292 | 10,931,943 |
Additions to right-of-use assets | 2,642,421 | 3,842,354 |
Additions through business combinations | 7,314,499 | 1,765,732 |
Exercise of buy-out options into property, plant and equipment | (1,496,254) | (512,588) |
Depreciation on right-of-use assets | (2,853,867) | (2,286,149) |
Right-of-use assets, end of period | 19,348,091 | 13,741,292 |
TMS Center locations | ||
Right-of-use assets | ||
Right-of-use assets, beginning of period | 15,778,414 | 15,859,601 |
Additions to right-of-use assets | 5,115,076 | 2,502,583 |
Additions through business combinations | 16,336,366 | 601,136 |
Depreciation on right-of-use assets | (4,739,925) | (3,184,906) |
Right-of-use assets, end of period | $ 32,489,931 | $ 15,778,414 |
Right-of-use assets and lease_4
Right-of-use assets and leases liabilities - Lease liabilities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Right-of-use assets and leases liabilities | |||
Incremental borrowing rate | 12% | 10% | 10% |
Lease liabilities, beginning of period | $ 31,033,687 | $ 27,912,873 | |
Additions to lease liability | 7,765,413 | 6,354,629 | |
Additions through business combinations | 23,500,474 | 2,366,868 | |
Interest expense on lease liabilities | 4,139,928 | 2,881,189 | |
Payments of lease liabilities | (13,513,880) | (8,481,872) | |
Lease liabilities, end of period | 52,925,622 | 31,033,687 | |
Less current portion of lease liabilities | 11,123,391 | 6,557,690 | |
Long term portion of lease liabilities | $ 41,802,231 | $ 24,475,997 |
Right-of-use assets and lease_5
Right-of-use assets and leases liabilities - Undiscounted cash flows for lease liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Undiscounted cash flows for lease liabilities | |||
Total minimum lease payments | $ 70,466,603 | ||
Less discounted cash flows | 17,540,981 | ||
Present value of minimum lease payments | 52,925,622 | $ 31,033,687 | $ 27,912,873 |
2023 | |||
Undiscounted cash flows for lease liabilities | |||
Total minimum lease payments | 15,318,324 | ||
2024 | |||
Undiscounted cash flows for lease liabilities | |||
Total minimum lease payments | 12,018,371 | ||
2025 | |||
Undiscounted cash flows for lease liabilities | |||
Total minimum lease payments | 9,357,237 | ||
2026 | |||
Undiscounted cash flows for lease liabilities | |||
Total minimum lease payments | 7,888,419 | ||
2027 | |||
Undiscounted cash flows for lease liabilities | |||
Total minimum lease payments | 7,237,779 | ||
Thereafter | |||
Undiscounted cash flows for lease liabilities | |||
Total minimum lease payments | $ 18,646,473 |
Accounts payable and accrued _3
Accounts payable and accrued liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts payable and accrued liabilities | ||
Accounts payable | $ 16,808,557 | $ 7,515,566 |
Accrued liabilities | 3,463,066 | 2,255,074 |
Total | $ 20,271,623 | $ 9,770,640 |
Loans payable - Bank Loans (Det
Loans payable - Bank Loans (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure of detailed information about borrowings [line items] | ||
Bank loans | $ 52,404,153 | $ 13,566,633 |
Bank loans | ||
Disclosure of detailed information about borrowings [line items] | ||
Bank loans | 52,404,153 | 13,566,633 |
Short Term | 2,376,335 | 513,992 |
Long Term | 50,027,818 | 13,052,641 |
Device Loans | ||
Disclosure of detailed information about borrowings [line items] | ||
Bank loans | 201,345 | 54,149 |
Short Term | 141,066 | 39,723 |
Long Term | 60,279 | 14,426 |
Credit Facility | ||
Disclosure of detailed information about borrowings [line items] | ||
Bank loans | 52,036,483 | 13,512,484 |
Short Term | 2,214,175 | 474,269 |
Long Term | 49,822,308 | 13,038,215 |
Promissory notes | ||
Disclosure of detailed information about borrowings [line items] | ||
Bank loans | 166,325 | $ 0 |
Short Term | 21,094 | |
Long Term | $ 145,231 |
Loans payable - Undiscounted ca
Loans payable - Undiscounted cash flows for bank loans (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Undiscounted cash flows for bank loans | |
Beginning balance | $ 13,566,633 |
Additions through business combinations | 401,818 |
Proceeds from bank loans | 55,000,000 |
Repayment of bank loans | 13,697,774 |
Interest expense | 4,446,351 |
Interest paid | (3,365,466) |
Conversion instrument | (892,950) |
Capitalized financing costs | (3,074,459) |
Ending balance | 52,404,153 |
Total cash payments | 88,546,397 |
Bank loans | |
Undiscounted cash flows for bank loans | |
Beginning balance | 13,566,633 |
Ending balance | 52,404,153 |
Device Loans | |
Undiscounted cash flows for bank loans | |
Beginning balance | 54,149 |
Additions through business combinations | 244,522 |
Repayment of bank loans | 107,789 |
Interest expense | 10,463 |
Ending balance | 201,345 |
Total cash payments | 214,971 |
Credit Facility | |
Undiscounted cash flows for bank loans | |
Beginning balance | 13,512,484 |
Proceeds from bank loans | 55,000,000 |
Repayment of bank loans | 13,589,985 |
Interest expense | 4,446,859 |
Interest paid | (3,365,466) |
Conversion instrument | (892,950) |
Capitalized financing costs | (3,074,459) |
Ending balance | 52,036,483 |
Total cash payments | 88,093,454 |
Promissory notes | |
Undiscounted cash flows for bank loans | |
Beginning balance | 0 |
Additions through business combinations | 157,296 |
Interest expense | 9,029 |
Ending balance | 166,325 |
Total cash payments | 237,972 |
2023 | |
Undiscounted cash flows for bank loans | |
Total cash payments | 5,894,238 |
2023 | Device Loans | |
Undiscounted cash flows for bank loans | |
Total cash payments | 152,627 |
2023 | Credit Facility | |
Undiscounted cash flows for bank loans | |
Total cash payments | 5,741,611 |
2024 | |
Undiscounted cash flows for bank loans | |
Total cash payments | 5,719,156 |
2024 | Device Loans | |
Undiscounted cash flows for bank loans | |
Total cash payments | 60,247 |
2024 | Credit Facility | |
Undiscounted cash flows for bank loans | |
Total cash payments | 5,658,909 |
2025 | |
Undiscounted cash flows for bank loans | |
Total cash payments | 5,886,200 |
2025 | Device Loans | |
Undiscounted cash flows for bank loans | |
Total cash payments | 2,097 |
2025 | Credit Facility | |
Undiscounted cash flows for bank loans | |
Total cash payments | 5,646,131 |
2025 | Promissory notes | |
Undiscounted cash flows for bank loans | |
Total cash payments | 237,972 |
2026 | |
Undiscounted cash flows for bank loans | |
Total cash payments | 31,270,777 |
2026 | Credit Facility | |
Undiscounted cash flows for bank loans | |
Total cash payments | 31,270,777 |
2027 | |
Undiscounted cash flows for bank loans | |
Total cash payments | 39,776,026 |
2027 | Credit Facility | |
Undiscounted cash flows for bank loans | |
Total cash payments | $ 39,776,026 |
Loans payable - Additional Info
Loans payable - Additional Information (Details) | 12 Months Ended | ||||||
Jul. 14, 2022 USD ($) installment item $ / shares | Dec. 31, 2022 USD ($) company | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) Institution | Oct. 29, 2021 USD ($) | |
Disclosure of detailed information about borrowings [line items] | |||||||
Incremental borrowing rate | 12% | 10% | 10% | ||||
Repayments | $ 30,682,305 | $ 174,536 | $ 84,634 | ||||
Carrying amount | 52,404,153 | 13,566,633 | |||||
Proceeds from bank loans | 55,000,000 | ||||||
Loss on extinguishment of loans | (2,331,917) | ||||||
Bank loans | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Carrying amount | 52,404,153 | 13,566,633 | |||||
Device Loans | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Repayments | 107,789 | 62,036 | 84,634 | ||||
Carrying amount | 201,345 | 54,149 | |||||
2018 TMS Device Loans | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Number of banking institutions from whom loans were assumed | Institution | 4 | ||||||
Monthly blended interest and capital payment | $ 1,575 | ||||||
2019 TMS Device Loans | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Number of banking institutions from whom loans were assumed | 2 | ||||||
Monthly blended interest and capital payment | $ 1,756 | ||||||
2022 TMS Device Loans | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Monthly blended interest and capital payment | $ 1,538 | ||||||
Number of financing companies from which loans are assumed | company | 3 | ||||||
Paycheck protection program loan | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Monthly blended interest and capital payment | $ 172,145 | ||||||
Amount of loan | 3,080,760 | ||||||
Deferral period for loans | 16 months | ||||||
Value of notes | 3,080,760 | ||||||
Gain on forgiveness of Loan, Net accrued interest | $ 47,836 | ||||||
Gain on forgiveness of Loan, Principal balance | 3,080,760 | ||||||
Promissory notes | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Incremental borrowing rate | 5% | ||||||
Amount of loan | $ 200,000 | ||||||
Carrying amount | $ 166,325 | 0 | |||||
Interest expense | 9,030 | 0 | |||||
Amount repaid | 0 | 0 | |||||
Number of notes assumed | item | 2 | ||||||
Value of notes | $ 200,000 | ||||||
Interest rate used for fair value (in percent) | 12% | ||||||
Credit Facility | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Carrying amount | 52,036,483 | 13,512,484 | |||||
Transaction costs incurred | 1,831,917 | ||||||
Maximum borrowing capacity | $ 30,000,000 | ||||||
Proceeds from bank loans | $ 55,000,000 | ||||||
Amount repaid to Madryn credit facility | $ 15,446,546 | ||||||
Amount repaid for existing loan | 14,838,546 | ||||||
Amount repaid for prepayment fees | 608,000 | ||||||
Loss on extinguishment of loans | (1,831,917) | ||||||
Credit Facility | 30-day LIBOR | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Incremental borrowing rate | 1.50% | ||||||
Spread on variable rate | 9% | ||||||
Madryn Credit Facility | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Amount of loan | 55,000,000 | ||||||
Carrying amount | $ 52,036,483 | 0 | 0 | ||||
Amortization of deferred transaction costs | $ 358,754 | $ 0 | $ 0 | ||||
Maximum borrowing capacity | 75,000,000 | ||||||
Spread on variable rate | 9% | ||||||
Percentage of principal amount outstanding amortized | 5,000,000% | ||||||
Proceeds from bank loans | 55,000,000 | ||||||
Maximum additional permissible draw amount | $ 20,000,000 | ||||||
Floor rate (in percent) | 1.50% | ||||||
Maturity term (in months) | 63 months | ||||||
Term of interest-only payments (in years) | 4 years | ||||||
Number of equal 3-month installments for due of borrowings | installment | 5 | ||||||
Term of periodic payment of installments | 3 months | ||||||
Transaction costs | $ 3,074,459 | ||||||
Maximum outstanding principal amount to be converted | $ 5,000,000 | ||||||
Conversion price | $ / shares | $ 1.90 | ||||||
Value of notes | $ 55,000,000 | ||||||
Various loans held | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Amount repaid to Madryn credit facility | 15,154,845 | ||||||
Loss on extinguishment of loans | $ (500,000) | ||||||
Average | 2018 TMS Device Loans | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Incremental borrowing rate | 10% | ||||||
Average | 2019 TMS Device Loans | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Incremental borrowing rate | 13% | ||||||
Average | 2022 TMS Device Loans | |||||||
Disclosure of detailed information about borrowings [line items] | |||||||
Incremental borrowing rate | 9.30% |
Loans payable - Non-controlling
Loans payable - Non-controlling interest loans (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of detailed information about borrowings [line items] | |||
Incremental borrowing rate | 12% | 10% | 10% |
Non-controlling interest loans | |||
Disclosure of detailed information about borrowings [line items] | |||
Current borrowings | $ 94,136 | $ 85,214 | |
Incremental borrowing rate | 10% |
Shareholder loan_ (Details)
Shareholder loan: (Details) - USD ($) | 12 Months Ended | |||
Jul. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shareholder loan: | ||||
Interest rate (in percent) | 12% | 10% | 10% | |
Carrying amount | $ 52,404,153 | $ 13,566,633 | ||
Promissory notes | ||||
Shareholder loan: | ||||
Value of notes | $ 200,000 | |||
Interest rate (in percent) | 5% | |||
Interest rate used for fair value (in percent) | 12% | |||
Carrying amount | 166,325 | 0 | ||
Interest expense | 9,030 | 0 | ||
Amount repaid | 0 | 0 | ||
Promissory notes | Benjamin Klein | ||||
Shareholder loan: | ||||
Value of notes | $ 2,090,264 | |||
Interest rate (in percent) | 10% | |||
Interest rate used for fair value (in percent) | 12% | |||
Carrying amount | 2,112,438 | 0 | $ 0 | |
Interest expense | 117,667 | 0 | 0 | |
Amount repaid | $ 84,208 | $ 0 | $ 0 |
Shareholder loan - Undiscounted
Shareholder loan - Undiscounted cash flows for the shareholder loan (Details) - Promissory notes - Benjamin Klein | Dec. 31, 2022 USD ($) |
Shareholder loan: | |
Total cash payments | $ 2,455,089 |
2023 | |
Shareholder loan: | |
Total cash payments | 209,026 |
2024 | |
Shareholder loan: | |
Total cash payments | $ 2,246,063 |
Other payables - Lender warrant
Other payables - Lender warrants (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 shares | Dec. 31, 2022 $ / shares | |
Disclosure of detailed information about borrowings [line items] | ||||
Value of warrants | $ 2,234,810 | $ 348,187 | ||
Warrants issued | shares | 0 | 0 | 0 | |
Lender Warrants | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Value of warrants | $ 6,567 | $ 44,997 | ||
Warrants issued | shares | 51,307 | |||
Number of shares each warrant converts into | shares | 1 | |||
Exercise price of warrant | $ / shares | $ 11.20 | |||
Change in fair value of the lender warrants | $ 38,430 | 205,894 | ||
Oxford Warrants | Credit Facility | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Value of warrants | $ 6,567 | $ 44,997 |
Other payables - DSU's & PSU's
Other payables - DSU's & PSU's (Details) | 12 Months Ended | |||
Aug. 05, 2021 | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | May 06, 2021 | |
Deferred Share Units | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Outstanding value | $ 578,061 | $ 205,337 | ||
Minimum percentage of annual retainer to be received in share units plan | 50% | |||
Period for settlement from elected redemption date | 10 days | |||
Number of share units granted | 246,610 | 48,491 | ||
Value of shares granted | $ 580,000 | $ 357,885 | ||
Expenses recognized during the period | 578,061 | 205,337 | ||
Deferred Share Units | Corporate, general and administrative expense | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Expenses recognized during the period | 372,724 | 205,337 | ||
Performance Share Units | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Outstanding value | 44,753 | 97,853 | ||
Number of share units granted | 38,647 | |||
Expenses recognized during the period | 44,753 | 97,853 | ||
Change in fair value of PSUs | $ (53,100) | $ 97,853 | ||
Number of units expected to be vested on vesting date | shares | 23,188 | 23,188 | ||
Restricted Shares Units [Member] | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Issuance of RSU | shares | 0 |
Other payables - Conversion ins
Other payables - Conversion instruments (Details) - Madryn Credit Facility - USD ($) | Dec. 31, 2022 | Jul. 14, 2022 | Dec. 31, 2021 |
Other payables | |||
Conversion instruments | $ 1,605,429 | $ 892,950 | $ 0 |
Maximum outstanding principal amount to be converted | $ 5,000,000 | ||
Conversion price | $ 1.90 | ||
Change in Fair Value of Converted Instruments | $ 712,479 | $ 0 |
Deferred and contingent consi_3
Deferred and contingent consideration (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred and contingent consideration | ||
Deferred and contingent consideration | $ 1,000,000 | $ 1,250,000 |
Deferred and contingent consi_4
Deferred and contingent consideration - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Jun. 28, 2021 | Mar. 26, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred and contingent consideration | |||||
Deferred and contingent consideration payable | $ 1,000,000 | $ 1,250,000 | |||
Earn-out consideration payable | $ 7,223,630 | ||||
Payment of earn-out consideration | 2,780,590 | ||||
Deferred earn-out consideration payable in cash | $ 4,443,040 | ||||
Additional earn-out cash consideration | 300,000 | ||||
Deferred consideration funds held in escrow account | $ 1,274,402 | ||||
Deferred and contingent consideration paid | 250,000 | 8,273,630 | 224,402 | ||
Remaining balance in deferred consideration funds held in escrow account | $ 1,050,000 | ||||
Deferred and contingent consideration | 1,000,000 | 1,250,000 | |||
Achieve | |||||
Deferred and contingent consideration | |||||
Earn-out consideration payable | 10,319,429 | ||||
Aggregate value of shares issued in earn-out | $ 3,095,799 | ||||
Number of shares issued in earn-out | 231,011 | ||||
Deferred earn-out consideration payable in cash | $ 4,443,040 | ||||
Achieve TMS East/Central Acquisition | |||||
Deferred and contingent consideration | |||||
Deferred and contingent consideration payable | 1,000,000 | 1,250,000 | |||
Amount of restricted cash held in escrow released | 250,000 | 1,250,000 | |||
Deferred and contingent consideration | 1,000,000 | 1,250,000 | |||
Achieve TMS West Acquisition | |||||
Deferred and contingent consideration | |||||
Deferred and contingent consideration payable | 0 | 0 | |||
Deferred and contingent consideration | $ 0 | $ 0 |
Common shares - Narrative (Deta
Common shares - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total Amount | ||||
Balance, beginning of period | $ 16,589,332 | |||
Balance, end of period | $ (30,596,425) | |||
Preferred Shares | ||||
Common shares | ||||
Shares issued | 0 | 0 | ||
Shares outstanding | 0 | 0 | ||
Number of Shares | ||||
Balance, beginning of period (in shares) | 0 | |||
Balance, end of period (in shares) | 0 | |||
Common Shares | ||||
Common shares | ||||
Shares outstanding | 29,436,545 | 17,801,885 | 13,502,477 | 11,683,689 |
Number of Shares | ||||
Balance, beginning of period (in shares) | 17,801,885 | |||
Balance, end of period (in shares) | 29,436,545 | |||
Total Amount | ||||
Balance, beginning of period | $ 98,408,917 | |||
Balance, end of period | $ 114,120,362 |
Common shares - Reconciliation
Common shares - Reconciliation of Shares Outstanding (Details) - USD ($) | 12 Months Ended | |||||
Sep. 27, 2021 | Jun. 14, 2021 | May 21, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total amount (in dollars) | ||||||
Balance, beginning of period | $ 16,589,332 | $ 2,883,742 | $ 22,946,133 | |||
Share issuances (in dollars) | 15,711,445 | 38,203,671 | 9,943,886 | |||
Exercise of stock options (in dollars) | 28,750 | |||||
Balance, end of period | $ (30,596,425) | $ 16,589,332 | $ 2,883,742 | |||
Common Shares | ||||||
Number of Shares | ||||||
Balance, beginning of period (in shares) | 17,801,885 | 13,502,477 | 11,683,689 | |||
Settlement of contingent consideration in shares | 231,011 | |||||
Exercise of stock options (shares) | 5,500 | |||||
Exercise of broker warrants | 1,800 | |||||
Balance, end of period (in shares) | 29,436,545 | 17,801,885 | 13,502,477 | |||
Total amount (in dollars) | ||||||
Balance, beginning of period | $ 98,408,917 | $ 60,129,642 | $ 50,185,756 | |||
Settlement of contingent consideration in shares (in dollars) | 3,095,799 | |||||
Exercise of stock options (in dollars) | 46,875 | |||||
Exercise of broker warrants (in dollars) | 28,729 | |||||
Balance, end of period | $ 114,120,362 | $ 98,408,917 | $ 60,129,642 | |||
Common Shares | Private placement | ||||||
Number of Shares | ||||||
Share issuances | 2,353,347 | 2,353,347 | ||||
Total amount (in dollars) | ||||||
Share issuances (in dollars) | $ 23,221,195 | |||||
Common Shares | Public offering | ||||||
Number of Shares | ||||||
Share issuances | 1,707,750 | 1,818,788 | 1,707,750 | 1,818,788 | ||
Issuance of common shares - acquisition (shares) | 11,634,660 | |||||
Total amount (in dollars) | ||||||
Share issuances (in dollars) | $ 11,886,677 | $ 9,943,886 | ||||
Acquisition purchase price consideration (in dollars) | $ 15,711,445 |
Common shares - Share Issuance
Common shares - Share Issuance Offerings (Details) | 12 Months Ended | |||||
Sep. 27, 2021 USD ($) $ / shares shares | Jun. 14, 2021 USD ($) $ / shares shares | May 21, 2020 USD ($) shares | May 21, 2020 CAD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | |
Common shares | ||||||
Aggregate gross proceeds | $ 35,107,872 | $ 9,943,886 | ||||
Public offering | Common Shares | ||||||
Common shares | ||||||
Share issuances | shares | 1,707,750 | 1,818,788 | 1,818,788 | 1,707,750 | 1,818,788 | |
Offering price | (per share) | $ 7.75 | $ 8.25 | ||||
Aggregate gross proceeds | $ 13,235,062 | $ 10,767,589 | $ 15,005,001 | |||
Incurred transaction costs | $ 1,348,385 | $ 823,703 | ||||
Private placement | Common Shares | ||||||
Common shares | ||||||
Share issuances | shares | 2,353,347 | 2,353,347 | ||||
Offering price | $ / shares | $ 10 | |||||
Aggregate gross proceeds | $ 23,533,470 | |||||
Incurred transaction costs | $ 312,275 |
Common shares - Share Issuanc_2
Common shares - Share Issuance Acquisition (Details) | 12 Months Ended | ||
Jul. 14, 2022 USD ($) $ / shares shares | Mar. 26, 2021 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Common shares | |||
Earn-out consideration payable | $ 7,223,630 | ||
Number of trading days prior to issuance date | 2 days | ||
Common Shares | |||
Common shares | |||
Aggregate value of shares issued in earn-out | $ 3,095,799 | ||
Number of shares issued in earn-out | shares | 231,011 | ||
Exercise of stock options (shares) | shares | 5,500 | ||
Exercise of broker warrants | shares | 1,800 | ||
Achieve | |||
Common shares | |||
Earn-out consideration payable | $ 10,319,429 | ||
Aggregate value of shares issued in earn-out | $ 3,095,799 | ||
Number of shares issued in earn-out | shares | 231,011 | ||
Number of days considered for determining average closing price of common shares on toronto stock exchange | 5 days | ||
Achieve | Common Shares | |||
Common shares | |||
Aggregate value of shares issued in earn-out | $ 3,095,799 | ||
Number of shares issued in earn-out | shares | 231,011 | ||
Success TMS | |||
Common shares | |||
Value of common shares issued | $ 11,783,584 | ||
Number of common shares issued | 8,725,995 | ||
Success TMS | Common Shares | |||
Common shares | |||
Acquisition purchase price consideration | shares | 11,634,660 | ||
Value per common share | $ / shares | $ 1.35 | ||
Acquisition purchase price consideration (in dollars) | $ 15,711,445 |
Contributed surplus - Options n
Contributed surplus - Options narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contributed surplus: | |||
Period over which options vest | 3 years | ||
Shares reserved for issuance, as percent of outstanding shares | 10% | ||
Expiry date | 10 years | ||
Stock options | |||
Contributed surplus: | |||
Shares reserved for issuance, as percent of outstanding shares | 5% | ||
Maximum | Stock options | |||
Contributed surplus: | |||
Shares reserved for issuance for options | 2,943,655 | 1,780,188 | 1,350,248 |
Contributed surplus - Reconcili
Contributed surplus - Reconciliation of share options (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Option $ / shares | Dec. 31, 2021 USD ($) Option $ / shares | Dec. 31, 2020 USD ($) Option $ / shares | |
Number of stock | |||
Outstanding, beginning of year | 897,500 | 736,500 | 599,634 |
Granted | 0 | 186,500 | 159,500 |
Exercised | (5,500) | ||
Forfeited | (132,833) | (20,000) | (22,634) |
Outstanding, end of year | 764,667 | 897,500 | 736,500 |
Weighted average exercise price | |||
Outstanding, beginning of year (price per share) | $ / shares | $ 8.66 | $ 7.35 | $ 6.80 |
Granted (price per share) | $ / shares | 14.16 | 9.45 | |
Exercised (price per share) | $ / shares | (5.23) | ||
Forfeited (price per share) | $ / shares | (11.59) | (12.62) | (7.50) |
Outstanding, end of year (price per share) | $ / shares | $ 8.15 | $ 8.66 | $ 7.35 |
Weighted average contractual life | 4 years 9 months 18 days | 6 years 7 months 6 days | 6 years 4 months 24 days |
Number of options exercisable | 642,466 | 603,567 | 546,367 |
Share based compensation expense | $ | $ 347,787 | $ 879,439 | $ 591,384 |
Number of stock options granted | 0 | 186,500 | 159,500 |
Contributed surplus - Fair valu
Contributed surplus - Fair value of share option awards (Details) | 12 Months Ended | |||||||
Nov. 09, 2021 Y $ / shares | Aug. 05, 2021 Y $ / shares | May 14, 2021 Y $ / shares | Feb. 17, 2021 Y $ / shares | Feb. 03, 2020 Y $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Calculation of fair value and assumptions | ||||||||
Fair value of stock options granted, per share | $ / shares | $ 4.38 | $ 5.72 | $ 6.10 | $ 9.03 | $ 5.50 | |||
Volatility assumption | 44.34% | 45.01% | 45.92% | 46.36% | 46.12% | |||
Remaining life assumption | Y | 10 | 10 | 10 | 10 | 10 | |||
Expected dividend yield assumption | 0% | 0% | 0% | 0% | 0% | |||
Forfeiture rate assumption | 5.15% | 5.15% | 4.05% | 4.39% | 0% | |||
Annual risk-free interest rate assumption | 1.46% | 1.23% | 1.63% | 1.11% | 2.02% | |||
Unrecognized compensation cost | ||||||||
Compensation cost not yet recognized | $ | $ 190,536 | $ 926,317 | $ 530,357 | |||||
Remaining average vesting period for unrecognized compensation | 8 months 8 days | 1 year 8 months 26 days | 6 months 21 days |
Contributed surplus- Broker war
Contributed surplus- Broker warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of broker warrants | |||
Outstanding, beginning of year (in shares) | 112,909 | 213,638 | |
Granted | 0 | 0 | 0 |
Exercised | (1,800) | ||
Expired | (111,109) | (100,729) | |
Outstanding, end of year | 112,909 | ||
Weighted average exercise price | |||
Outstanding, beginning of year (price per share) | $ 12.07 | $ 11.10 | |
Exercised (price per share) | (12.07) | ||
Expired (price per share) | $ (12.07) | 10 | |
Outstanding, end of year (price per share) | $ 12.07 |
Contributed surplus - Fair va_2
Contributed surplus - Fair value of broker warrants (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contributed surplus. | |||
Warrants issued | 0 | 0 | 0 |
Weighted average contractual life of warrants | 0 years | 0 years | 4 months 24 days |
Warrants exercisable | 0 | 0 | 112,909 |
Aggregate fair value of warrants outstanding | $ 0 | $ 0 | $ 355,660 |
Pensions (Details)
Pensions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pensions | |||
Matching contribution percentage | 3.50% | ||
Defined contribution plan expense | $ 567,606 | $ 563,630 | $ 402,685 |
Income taxes - Reconciliation o
Income taxes - Reconciliation of tax expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes. | |||
Operating tax loss carry-forwards | $ 102,239,000 | ||
Operating tax loss carry-forwards that will expire between 2033 and 2040 | 6,029,000 | ||
Reconciliation of income taxes | |||
Accounting Net Loss before income tax - Greenbrook TMS | (61,726,474) | $ (24,751,488) | $ (29,663,540) |
Accounting Net Loss before income tax - non-controlling interest | (698,265) | (108,430) | (739,181) |
Accounting Net Loss before income tax | (62,424,739) | (24,859,918) | (30,402,721) |
Income tax provision at statutory rate 25.18% (December 31, 2021 - 25.38% December 31, 2020 - 25.75)% | (15,718,549) | (6,309,447) | (7,828,701) |
Non-controlling interest | 175,823 | 27,520 | 190,339 |
Non-deductible expenses and other permanent differences | 20,207 | (786,853) | (4,202) |
Future rate differential | 205,770 | 563,948 | (20,880) |
Change in unrecognized deferred tax assets | $ 15,316,749 | $ 6,504,832 | $ 7,663,444 |
Statutory rate | 25.18% | 25.38% | 25.75% |
Income taxes - Unused tax asset
Income taxes - Unused tax assets and liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Book value in excess of tax costs | ||
Deferred tax assets and liabilities | ||
Net deferred tax assets/(liabilities) | $ (911,686) | $ (334,167) |
Property, plant and equipment | ||
Deferred tax assets and liabilities | ||
Net deferred tax assets/(liabilities) | $ 911,686 | $ 334,167 |
Income taxes - Deferred tax ass
Income taxes - Deferred tax assets and liabilities , property plant and equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary differences recognized in the Company's consolidated financial statements | ||
Unrecognized total deferred tax assets | $ 142,341,013 | $ 82,884,599 |
Non-capital loss carry-forward | ||
Temporary differences recognized in the Company's consolidated financial statements | ||
Unrecognized total deferred tax assets | 98,618,164 | 59,623,930 |
Other, including stock-based compensation | ||
Temporary differences recognized in the Company's consolidated financial statements | ||
Unrecognized total deferred tax assets | 13,607,463 | 13,727,524 |
Intangible assets | ||
Temporary differences recognized in the Company's consolidated financial statements | ||
Unrecognized total deferred tax assets | $ 30,115,386 | $ 9,533,145 |
Risk management arising from _3
Risk management arising from financial instruments - Schedule of aging (Details) - Accounts receivable - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure of financial assets that are either past due or impaired [line items] | ||
Total accounts receivable | $ 13,898,305 | $ 10,997,389 |
0 - 90 | ||
Disclosure of financial assets that are either past due or impaired [line items] | ||
Total accounts receivable | 7,341,725 | 5,572,950 |
91 - 180 | ||
Disclosure of financial assets that are either past due or impaired [line items] | ||
Total accounts receivable | 2,666,631 | 1,278,967 |
181 - 270 | ||
Disclosure of financial assets that are either past due or impaired [line items] | ||
Total accounts receivable | 2,024,644 | 1,923,364 |
270+ | ||
Disclosure of financial assets that are either past due or impaired [line items] | ||
Total accounts receivable | $ 1,865,305 | $ 2,222,108 |
Risk management arising from _4
Risk management arising from financial instruments (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of financial assets [line items] | |||
Incremental borrowing rate | 12% | 10% | 10% |
Credit Facility | |||
Disclosure of financial assets [line items] | |||
Reasonably possible increase in interest rate (as a percent) | 1% | ||
Increase in interest expense due to reasonably possible increase in interest rate | $ 2,522,373 | ||
Credit Facility | 30-day LIBOR | |||
Disclosure of financial assets [line items] | |||
Spread on variable rate | 9% | ||
Incremental borrowing rate | 1.50% |
Related party transactions (Det
Related party transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related party transactions | |||
Salaries and bonuses | $ 1,921,684 | $ 2,416,964 | $ 1,973,250 |
Share-based compensation | 60,476 | 310,806 | 192,160 |
Performance share units | (53,100) | 97,853 | |
Total | 1,929,060 | 2,825,623 | $ 2,165,410 |
Transactions with significant shareholder - Greybrook Health Inc | |||
Trade and other payable for management services | $ 0 | $ 0 |
Related party transactions - Ad
Related party transactions - Additional information (Details) - USD ($) | 12 Months Ended | ||||
Jun. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 14, 2022 | |
Disclosure of transactions between related parties [line items] | |||||
Selling, general and administrative expense | $ 26,236,703 | $ 20,666,954 | $ 15,145,361 | ||
Proceeds from issuing shares | 35,107,872 | $ 9,943,886 | |||
Amounts payable | $ 0 | $ 0 | |||
Interest rate (in percent) | 12% | 10% | 10% | ||
Promissory notes | |||||
Disclosure of transactions between related parties [line items] | |||||
Value of notes | $ 200,000 | ||||
Interest rate (in percent) | 5% | ||||
Greybrook Health Inc. | |||||
Disclosure of transactions between related parties [line items] | |||||
Selling, general and administrative expense | $ 9,581 | $ 141,878 | |||
Percentage of Outstanding common shares to be held | 5% | ||||
Benjamin Klein | |||||
Disclosure of transactions between related parties [line items] | |||||
Selling, general and administrative expense | 10,801 | $ 0 | |||
Amounts payable | $ 0 | ||||
Benjamin Klein | Promissory notes | |||||
Disclosure of transactions between related parties [line items] | |||||
Value of notes | $ 2,090,264 | ||||
Interest rate (in percent) | 10% | ||||
Private placement | Greybrook Health Inc. | |||||
Disclosure of transactions between related parties [line items] | |||||
Share issuances | 200,000 | ||||
Offering price | $ 10 | ||||
Proceeds from issuing shares | $ 2,000,000 |
Basic and diluted loss per sh_3
Basic and diluted loss per share (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Basic and diluted loss per share | |||
Net loss attributable to the shareholders of: Greenbrook TMS | $ (61,726,474) | $ (24,751,487) | $ (29,663,540) |
Weighted average common shares outstanding: Basic and diluted | 23,235,655 | 15,423,870 | 12,799,876 |
Loss per share: Basic | $ (2.66) | $ (1.60) | $ (2.32) |
Loss per share: Diluted | $ (2.66) | $ (1.60) | $ (2.32) |
Options excluded from the diluted calculation | 764,667 | 897,500 | 736,500 |
Lender warrants excluded from the diluted calculation | 51,307 | 51,307 | 51,307 |
Broker warrants excluded from the diluted calculation | 0 | 0 | 112,909 |
Non-controlling interest - Owne
Non-controlling interest - Ownership Interest (Details) - USD ($) | 12 Months Ended | |||||||
Nov. 15, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 01, 2022 | Sep. 23, 2021 | Jul. 28, 2021 | Dec. 23, 2020 | |
Greenbrook TMS Tampa LLC | ||||||||
Disclosure of subsidiaries [line items] | ||||||||
Ownership interest | 80% | |||||||
Greenbrook TMS Cleveland LLC | ||||||||
Disclosure of subsidiaries [line items] | ||||||||
Amount of noncontrolling interest acquired | $ 51,440 | |||||||
Greenbrook TMS Cleveland LLC | Class A units | ||||||||
Disclosure of subsidiaries [line items] | ||||||||
Ownership interest | 88.24% | |||||||
Greenbrook TMS Cleveland LLC | Class B units | ||||||||
Disclosure of subsidiaries [line items] | ||||||||
Ownership interest | 85.73% | |||||||
Greenbrook TMS Michigan LLC | ||||||||
Disclosure of subsidiaries [line items] | ||||||||
Amount of noncontrolling interest acquired | $ 60,000 | |||||||
Greenbrook TMS Michigan LLC | Class A units | ||||||||
Disclosure of subsidiaries [line items] | ||||||||
Ownership interest | 100% | |||||||
Greenbrook TMS Michigan LLC | Class B units | ||||||||
Disclosure of subsidiaries [line items] | ||||||||
Ownership interest | 85% | |||||||
Greenbrook TMS St. Louis LLC | ||||||||
Disclosure of subsidiaries [line items] | ||||||||
Ownership interest | 20% | 80% | ||||||
Amount of noncontrolling interest acquired | $ 87,000 | $ 208,411 | ||||||
TMS NeuroHealth Centers Rockville, LLC | ||||||||
Disclosure of subsidiaries [line items] | ||||||||
Ownership interest | 100% | |||||||
Amount of noncontrolling interest acquired | $ 500,000 |
Non-controlling interest - Cons
Non-controlling interest - Consolidated Amounts (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of subsidiaries [line items] | ||||
Cash | $ 1,623,957 | $ 10,699,679 | $ 17,756,742 | $ 6,673,205 |
Accounts receivable, net | 13,898,305 | 10,997,389 | ||
Prepaid expenses and other | 2,520,676 | 1,912,357 | ||
Property, plant and equipment | 3,719,621 | 1,925,056 | ||
Right-of-use assets | 51,838,022 | 29,519,706 | 26,791,544 | |
Account payable and accrued liabilities | 20,271,623 | 9,770,640 | ||
Lease liabilities | 52,925,622 | 31,033,687 | 27,912,873 | |
Bank loans | 52,404,153 | 13,566,633 | ||
Partnership buyout | (500,000) | (208,411) | (51,440) | |
Subsidiary investment by non-controlling interest | (2,253,279) | (738,105) | ||
Revenue | 69,104,446 | 52,198,084 | 43,129,179 | |
Net (loss) income attributable to the shareholders of Greenbrook TMS | (61,726,474) | (24,751,488) | (29,663,540) | |
Net (loss) income attributable to non-controlling interest | (698,265) | (108,430) | (739,181) | |
Subsidiaries | ||||
Disclosure of subsidiaries [line items] | ||||
Cash | 580,056 | 1,885,606 | 2,258,199 | |
Accounts receivable, net | 4,389,076 | 6,374,010 | 6,326,473 | |
Prepaid expenses and other | 483,082 | 345,239 | 273,295 | |
Property, plant and equipment | 1,085,006 | 1,013,161 | 926,243 | |
Right-of-use assets | 9,124,023 | 9,939,726 | 9,445,773 | |
Account payable and accrued liabilities | 1,666,756 | 993,848 | 1,184,246 | |
Lease liabilities | 10,008,346 | 10,588,519 | 9,822,224 | |
Bank loans | 15,262,520 | 12,431,803 | 9,998,536 | |
Shareholder's equity (deficit) attributable to the shareholders of Greenbrook TMS | (9,023,100) | (3,718,322) | (1,382,465) | |
Shareholder's equity (deficit) attributable to non-controlling interest | (1,240,632) | (542,367) | (433,937) | |
Distributions paid to non-controlling interest | (1,838,380) | (1,518,130) | (1,010,130) | |
Partnership buyout | (496,659) | |||
Subsidiary investment by non-controlling interest | 270,885 | 45,716 | ||
Historical subsidiary investment by non-controlling interest | 1,322,392 | 1,051,507 | 1,005,791 | |
Revenue | 23,126,027 | 25,429,479 | 20,119,714 | |
Net (loss) income attributable to the shareholders of Greenbrook TMS | (3,934,970) | (2,019,797) | (3,128,682) | |
Net (loss) income attributable to non-controlling interest | $ (698,265) | $ (108,430) | $ (739,181) |
Expenses by nature (Details)
Expenses by nature (Details) - USD ($) | 12 Months Ended | |||
Jun. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Components of the Company's other regional, center support costs, corporate, general and administrative expenses | ||||
Conversion instrument | $ 712,479 | |||
Deferral payment expense | $ 300,000 | |||
Deferred earn-out consideration payable in cash | 4,443,040 | |||
Achieve | ||||
Components of the Company's other regional, center support costs, corporate, general and administrative expenses | ||||
Deferred earn-out consideration payable in cash | $ 4,443,040 | |||
Other regional and support center | ||||
Components of the Company's other regional, center support costs, corporate, general and administrative expenses | ||||
Salaries and bonuses | 16,651,595 | $ 12,278,518 | $ 9,798,901 | |
Marketing expenses | 10,807,453 | 6,765,806 | 6,446,798 | |
Total | 27,459,048 | 19,044,324 | 16,245,699 | |
Corporate, general and administrative expense | ||||
Components of the Company's other regional, center support costs, corporate, general and administrative expenses | ||||
Salaries and bonuses | 16,185,688 | 13,145,385 | 10,195,949 | |
Marketing expenses | 628,145 | 623,560 | 1,030,196 | |
Professional and legal fees | 2,870,499 | 3,435,653 | 2,603,597 | |
Computer supplies and software | 2,342,103 | 1,386,318 | 859,100 | |
Transaction costs | 1,265,225 | 426,006 | ||
Travel, meals and entertainment | 275,254 | 211,704 | 165,217 | |
Deferral payment expense | 300,000 | |||
Insurance | 879,401 | 569,471 | 128,281 | |
Other | 1,077,909 | 568,857 | 163,021 | |
Total | $ 26,236,703 | 20,666,954 | $ 15,145,361 | |
Corporate, general and administrative expense | Achieve | ||||
Components of the Company's other regional, center support costs, corporate, general and administrative expenses | ||||
Deferral payment expense | $ 300,000 |
Subsequent events (Details)
Subsequent events (Details) | 1 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 USD ($) $ / shares shares | Mar. 23, 2023 USD ($) $ / shares shares | Mar. 20, 2023 USD ($) | Mar. 06, 2023 Center | Jul. 14, 2022 USD ($) $ / shares | Jun. 14, 2021 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) director item $ / shares shares | Feb. 28, 2023 USD ($) item | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | |
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||
Aggregate amount received | $ 55,000,000 | ||||||||||
Warrants issued | shares | 0 | 0 | 0 | ||||||||
Aggregate gross proceeds | $ 35,107,872 | $ 9,943,886 | |||||||||
Private placement | Common Shares | |||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||
Issuance of common shares (in shares) | shares | 2,353,347 | 2,353,347 | |||||||||
Price per share | $ / shares | $ 10 | ||||||||||
Aggregate gross proceeds | $ 23,533,470 | ||||||||||
Madryn Credit Facility | |||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||
Aggregate amount received | $ 55,000,000 | ||||||||||
Amount of loan | 55,000,000 | ||||||||||
Spread on variable rate (in percent) | 9% | ||||||||||
Maximum outstanding principal amount to be converted | $ 5,000,000 | ||||||||||
Conversion price | $ / shares | $ 1.90 | ||||||||||
Restructuring Plan | |||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||
Number of TMS Centers to be closed | Center | 50 | ||||||||||
Number of remaining TMS Centers | Center | 133 | ||||||||||
Subsequent Debt Financing | |||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||
Aggregate amount received | $ 7,750,000 | ||||||||||
Warrants issued | shares | 135,870 | ||||||||||
Number of shares each warrant converts into | shares | 1 | 1 | |||||||||
Exercise price of warrant | $ / shares | $ 1.84 | $ 1.84 | |||||||||
Warrant expiration period (in years) | 5 years | ||||||||||
Subsequent Debt Financing | Madryn | |||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||
Number of observers can be appointed | director | 1 | ||||||||||
Subsequent Debt Financing | Madryn Credit Facility | |||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||
Number of amendments to credit facility | item | 4 | 4 | |||||||||
Number of additional tranches to debt financing | item | 4 | 4 | |||||||||
Amount of loan | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | ||||||||
Maximum outstanding principal amount to be converted | $ 546,000 | $ 546,000 | |||||||||
Conversion price | $ / shares | $ 1.90 | $ 1.90 | |||||||||
Subsequent Debt Financing | Madryn Credit Facility | LIBOR | |||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||
Spread on variable rate (in percent) | 9% | 9% | |||||||||
Subsequent Debt Financing | Madryn Credit Facility | SOFR | |||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||
Spread on variable rate (in percent) | 0.10% | 0.10% | |||||||||
Subsequent Debt Financing | Unsecured notes | |||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||
Aggregate amount received | $ 1,750,000 | ||||||||||
Maximum outstanding principal amount to be converted | $ 1,000,000 | $ 1,000,000 | |||||||||
Percentage of conversion price on volume-weighted average trading price | 85% | ||||||||||
Threshold period of volume weighted average trading price (in days) | 5 days | ||||||||||
Private Placement of Common Shares | Private placement | Common Shares | |||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||
Issuance of common shares (in shares) | shares | 11,363,635 | ||||||||||
Price per share | $ / shares | $ 0.55 | ||||||||||
Aggregate gross proceeds | $ 6,250,000 | ||||||||||
TMS Device Supply Arrangement with Neuronetics | |||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||
Account balance payables | $ 5,700,000 | $ 5,700,000 | |||||||||
Percentage of unpaid balance to be issued as common purchase share warrants in the event of default | 200% | ||||||||||
Discount rate on VWAP for exercise price | 20% | ||||||||||
VWAP period | 30 days | ||||||||||
TMS Device Supply Arrangement with Neuronetics | Neuronotics note | |||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||
Accounts payable converted to debt | $ 6,000,000 | ||||||||||
TMS Device Supply Arrangement with Neuronetics | Neuronotics note | SOFR | |||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||
Spread on variable rate (in percent) | 7.65% | 7.65% |