DENVER, April 24, 2020 (GLOBE NEWSWIRE) — Assure Holdings Corp. (the “Company” or “Assure”) (TSXV: IOM; OTCQB: ARHH), a provider of intraoperative neuromonitoring services, announced that it has continued to take proactive steps to ensure business stability through the novel coronavirus (COVID-19) pandemic.
“Although Assure has seen over a 50% decline in the number of procedures performed in March and April due to a downturn in elective procedures driven by the COVID-19 pandemic, we have been encouraged by the healthy volume of cases already scheduled for May. In addition, we anticipate that the majority of the procedures that were postponed in March and April will be rescheduled for another time in 2020,” said John A. Farlinger, Assure’s executive chairman and CEO. “Looking forward, we are beginning to see a return to normal activity in terms of elective surgeries scheduled in several of our most important markets including Colorado and Texas as well as emerging markets such as South Carolina and Pennsylvania, although each state within the Assure footprint is coming back at differing rates of recovery.”
Progress in Billing and Collections
Assure’s improved cash collection results have continued. The Company is already cash flow positive in the month of April, the second consecutive month of cash flow positive results. Based upon recent claim negotiations with various insurance providers, Assure expects the months of May and June 2020 to continue the strong trend of collections seen in March and April 2020.
Farlinger continued, “Our revamped revenue cycle management process has made our collections more efficient, reduced our outstanding accounts receivable and improved cash flow. We recently strengthened this effort by bringing Sean Blosser, a seasoned revenue cycle management leader into the organization to drive further gains in this critical function.”
Assure has renewed efforts to collect on open claims initially made between the years 2016 to 2018, and has been successful in collecting nearly $900,000 from 2016 and 2017 receivables that had previously been reserved and written-off. Renewed attempts relating to collecting these outstanding claims are still in the early stages.
Collections Owed in Louisiana
Assure remains in negotiation with a private health insurance company in Louisiana over a dispute relating to claims the Company has submitted in the state, but has not yet received reimbursement for, associated with technical services performed. Assure estimates that this represents at least $7 million of outstanding accounts receivable. It is currently unknown whether an agreement can be reached with the health insurance company on these claims.
Farlinger concluded, “We have not given up on our ongoing negotiations regarding these claims. Assure has provided exceptional service, benefited this health insurance company’s members with our clinical expertise and expects to be reimbursed for our services. If that does not occur, we will consider all strategic options open to us. Assure will fight for every dollar that we are owed.”
“I have reached agreements with many other affiliates of this same national healthcare payor we are currently negotiating with in Louisiana and remain hopeful we can reach an agreement on this matter,” said Paul Webster, Assure’s VP of Strategy.
Launch of Non-Brokered Private Placement of up to US$500,000
The Company has launched a non-brokered private placement of convertible debenture units (each, a “CD Unit”) for gross proceeds of up to US$500,000 (the “Offering”). The net proceeds of the Offering will be used for working capital and to retire part of the $800,000 obligation due on May 15, 2020, associated with completing the acquisition of Neuro-Pro Monitoring, as previously announced on April 3, 2020.
Each CD Unit will be offered at a price of US$1,000 and will be comprised of one unsecured redeemable convertible debenture with a principal amount of US$1,000 (the “Debentures”) and 1,000 common share purchase warrants of the Company (each, a “Warrant” and collectively, the “Warrants”). Each Warrant will entitle the holder thereof to acquire one common share of the Company at a price of US$1.00 per share for a period of four years from the closing date of the Offering (the “Closing Date”).
The Debentures will mature and be repayable on the date that is four years from the Closing Date (the “Maturity Date”) and carry a coupon of 9% per annum, compounded annually in arrears until maturity and payable annually in cash or at such earlier date on which the Debentures are converted or redeemed. Beginning on the first year anniversary of the Closing Date, the Debentures will be convertible into common shares of the Company (“Common Shares”) at a conversion price of US$0.67 until the Maturity Date. Following the date that is 18 months from the Closing Date, the Debentures will be redeemable at the option of the Company, at 100% of the principal amount then outstanding.
Finders shall be entitled to receive a finder’s fee comprised of: (i) a cash fee equal to 7% of the gross proceeds raised; and (ii) such number of finder’s warrants (the “Finder’s Warrants”) equal to 7% of the aggregate number of Common Shares issuable upon conversion of the Debentures issued, as a direct result of introductions from such finders. Each Finder’s Warrant will be exercisable at a price of US$0.67 for a period of 48 months following the Closing Date and will entitle the holder thereof to acquire one Common Share and one-half of one common share purchase warrant (each whole Common Share purchase warrant, an “Underlying Warrant”). Each Underlying Warrant will entitle the holder to acquire one Common Share at a price of US$1.00 per share for a period of 48 months following the Closing Date and will be subject to the same terms and conditions as the Warrants.
All securities issued pursuant to the Offering will be subject to a hold period of twelve months from the date of issuance thereof, in accordance with the policies of the TSX Venture Exchange (“TSXV”) and applicable Canadian and U.S. securities laws. The Offering is subject to final approval of the TSXV. The Offering will close in tranches, with the first closing expected to occur on or about May 8, 2020 or such earlier or later date as the Company may determine.
This press release is not an offer of the securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable U.S. state securities laws. Assure will not make any public offering of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these Securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Update on Filing of Audited Financial Statements
As a result of the COVID-19 pandemic, Assure has experienced delays associated with the inability of auditors to travel and the limited availability due to quarantine of certain employees critical to Company processes. In response to similar issues experienced by other businesses, the Canadian Securities Administrators and U.S. Securities and Exchange Commission granted blanket relief (the “Blanket Relief”) for all market participants, providing up to a 45-day extension for periodic filings normally required to be made on or before June 1, 2020.
In accordance with the Blanket Relief, the Company will delay the filing of its audited annual financial statements for the year ended December 31, 2019 (the “2019 Annual Financial Statements”), the management’s discussion and analysis (“MD&A”) for the corresponding period, and related management certifications of annual filings (collectively, the “Filings”). In addition to the Filings, the Company also intends to rely on the Blanket Relief in order to extend the date by which the Company must, under applicable securities laws, deliver an annual request form, the 2019 Annual Financial Statements and the MD&A. Assure expects to be able to complete the Filings and those deliveries on or before May 29, 2020. Until such time as the Filings are made, Assure’s management and other insiders are subject to a trading blackout that reflects the principles contained in section 9 of National Policy 11-207 – Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions.
Other than as disclosed in the Company’s press releases, there have not been any material business developments since the date on which the Company filed its interim consolidated financial statements for the three and nine month periods ended September 30, 2019.
About Assure Holdings
Assure Holdings Corp. is a Colorado-based company that works with neurosurgeons and orthopedic spine surgeons to provide a turnkey suite of services that support intraoperative neuromonitoring activities during invasive surgeries. Assure employs its own staff of technologists and uses its own state-of-the-art monitoring equipment, handles 100% of intraoperative neuromonitoring scheduling and setup, and bills for all technical services provided. Assure Neuromonitoring is recognized as providing the highest level of patient care in the industry and has earned The Joint Commission’s Gold Seal of Approval®. For more information, visit the company’s website at www.assureneuromonitoring.com.
This news release may contain “forward-looking statements” within the meaning of applicable securities laws, including, but not limited to: the Company’s financing plans; the offering of Debentures and Warrants and the details thereof, including the proposed use of proceeds therefrom, and other expected effects of the Offering; steps taken by the Company to ensure business stability; that’s operations will return to normal; the Company will remain cash flow positive in the months of May and June 2020; an increase in the volume of cases scheduled in the coming months; the success of the revenue cycle management process; the Company’s ability to collect on future and outstanding claims, including the $7 million of outstanding accounts receivable with the private health insurance company in Louisiana and the successful resolution thereof; the ability to finance the acquisition of Neuro-Pro Monitoring; and timing of the Filings. Forward-looking statements may generally be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to: the aggregate amount of Debentures and Warrants sold pursuant to the Offering; final approval from the TSXV for the Offering may not be granted: the uncertainty surrounding the spread of COVID-19 and the impact it will have on the Company’s operations and economic activity in general; that the Company’s actions taken during the COVID-19 health crisis will be effective; that scheduled cases will not be cancelled and/or rescheduled; the operations of the Company not returning to normal activity; the Company’s ability to remain cashflow positive; whether any increase in the efficiency of collections will be realized; the success of existing and renewed collections efforts; the Company’s ability to reach an agreement with the private health insurance company in Louisiana and collect the $7 million of outstanding accounts receivable; the ability to pay the remaining payments in connection with the acquisition of Neuro-Pro Monitoring; whether the Filings will be prepared for filing by May 29, 2020; and the risks and uncertainties discussed in our most recent annual and quarterly reports filed with the Canadian securities regulators and available on the Company’s profile on SEDAR at www.sedar.com, which risks and uncertainties are incorporated herein by reference. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by law, Assure does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Scott Kozak, Investor and Media Relations
Assure Holdings Corp.
John Farlinger, Chief Executive Officer
Assure Holdings Corp.