Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

___________________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from______________to______________

Commission file number: 001-39479

___________________________

AKUMIN INC.

(Exact name of registrant as specified in its charter)

___________________________


Delaware			88-4139425
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


8300 W. Sunrise Boulevard
Plantation, Florida 33322
(844) 730-0050
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(Former Name, Former Address and Former Fiscal Year,

if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value per share	AKU	The Nasdaq Stock Market
Common Stock, $0.01 par value per share	AKU	The Toronto Stock Exchange

___________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of August 7, 2023, there were 90,998,491 shares of common stock outstanding.

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39

SIGNATURE		40

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and the information incorporated by reference in this Quarterly Report on Form 10-Q contain or incorporate by reference “forward-looking information” or “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, that involve substantial risks and uncertainties. Forward-looking statements describe Akumin Inc.’s (together with its subsidiaries, the “Company”) future plans, strategies, expectations and objectives, and are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements include, but are not limited to, statements about:

•expected performance and cash flows;

•changes in laws and regulations affecting the Company;

•expenses incurred by the Company as a public company;

•future growth of the outpatient diagnostic imaging and radiation oncology markets;

•changes in reimbursement rates by payors;

•remediation and effectiveness of the design and effectiveness of our disclosure controls and procedures and internal control over financial reporting;

•the outcome of litigation and payment obligations in respect of prior settlements;

•competition;

•acquisitions and divestitures of businesses;

•potential synergies from acquisitions;

•non-wholly owned and other business arrangements;

•access to capital and the terms relating thereto;

•technological changes in our industry;

•successful execution of internal plans;

•compliance with our debt covenants;

•anticipated costs of capital investments; and

•future compensation of our directors and executive officers.

Such statements may not prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The following are some of the risks and other important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements:

•our ability to successfully grow the market and sell our services;

•general market conditions in our industry;

•our ability to service existing debt;

•our ability to acquire new centers and, upon acquisition, to successfully integrate markets and sell new services that we acquire;

•goodwill impairment and related charges, as well as other accounting charges or adjustments could negatively impact our operating results;

•our ability to achieve the financing necessary to complete our acquisitions;

•our ability to enforce any claims relating to breaches of indemnities or representations and warranties in connection with any acquisition;

•market conditions in the capital markets and our industry that make raising capital or consummating acquisitions difficult, expensive or both, or which may disrupt our annual operating budget and forecasts;

•inflation, labor shortages, and adverse market conditions in the healthcare industry that may force us to scale back operations, divest existing centers and put any new acquisitions on hold for an indefinite period of time;

•unanticipated cash requirements to support current operations, to expand our business or for capital expenditures;

•delays or setbacks with respect to governmental approvals or manufacturing or commercial activities;

•changes in laws and regulations;

•the loss of key management, personnel or customers;

•the risk the Company is not able to arrange sufficient cost-effective financing to repay maturing debt and to fund expenditures, future operational activities and acquisitions, and other obligations;

•the risks related to the additional costs and expenses associated with being a U.S. domestic issuer as opposed to a foreign private issuer;

•the risks associated with legislative and regulatory developments that may affect costs, revenues, the speed and degree of competition entering the market, global capital markets activity and general economic conditions in geographic areas where we operate (including the adverse impact of the coronavirus (“COVID-19”) pandemic on the Company);

•the risks associated with macroeconomic conditions, including inflation and the threat of recession;

•the risks associated with wage inflation and labor shortages among healthcare professionals;

•financial market volatility and declines in financial market prices of equity securities, including the risk of delisting from the Nasdaq Capital Market (“Nasdaq”);

•the risk that the potential delisting from the Nasdaq and other changes to the Company’s liquidity and capital resources will have a material adverse effect on the Company’s ability to borrow funds and access to private capital sources and public capital markets; and

•the impact of global events, including the ongoing Russian-Ukrainian conflict, on our business and the actions we may take in response thereto.

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to us, including information obtained from third-party industry analysts and other third-party sources. In some instances, material assumptions and factors are presented or discussed elsewhere in this Quarterly Report on Form 10-Q in connection with the statements or disclosure containing the forward-looking information. The reader is cautioned that the following list of material factors and assumptions is not exhaustive. The factors and assumptions include, but are not limited to:

•no unforeseen changes in the legislative and operating framework for our business;

•no unforeseen changes in the prices for our services in markets where prices are regulated;

•no unforeseen changes in the regulatory environment for our services;

•a stable competitive environment; and

•no significant event occurring outside the ordinary course of business such as a foreign conflict, natural disaster, public health epidemic or other calamity.

Although we have attempted to identify important factors that could cause our actual results to differ materially from our plans, strategies, expectations and objectives, there may be other factors that could cause our results to differ from what we currently anticipate, estimate or intend. Forward-looking statements are provided to assist external stakeholders in understanding management’s expectations and plans relating to the future as of the date of the original document and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required under applicable securities laws, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

We qualify all the forward-looking statements contained in this Quarterly Report on Form 10-Q and the information incorporated by reference in this Quarterly Report on Form 10-Q by the foregoing cautionary statements.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

AKUMIN INC.

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Condensed Consolidated Balance Sheets			4

Condensed Consolidated Statements of Operations and Comprehensive Loss			5

Condensed Consolidated Statements of Equity			6

Condensed Consolidated Statements of Cash Flows			8

Notes to Condensed Consolidated Financial Statements			10

AKUMIN INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; in thousands, except share amounts)


	June 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	37,968	$	59,424
Accounts receivable	115,790		114,166
Prepaid expenses	8,477		8,003
Other current assets	10,309		10,352
Total current assets	172,544		191,945
Property and equipment, net	197,559		221,214
Operating lease right-of-use assets	156,778		166,823
Goodwill	715,269		769,110
Other intangible assets, net	370,512		392,095
Other assets	23,080		23,928
Total assets	$	1,635,742	$	1,765,115
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities:
Accounts payable	$	43,575	$	36,618
Current portion of long-term debt	19,282		19,961
Current portion of obligations under finance leases	7,837		7,800
Current portion of obligations under operating leases	15,744		17,223
Accrued liabilities	88,339		86,916
Total current liabilities	174,777		168,518
Long-term debt, net of current portion	1,273,077		1,254,652
Obligations under finance leases, net of current portion	15,991		19,505
Obligations under operating leases, net of current portion	151,957		160,475
Other liabilities	19,384		20,674
Total liabilities	1,635,186		1,623,824
Redeemable noncontrolling interests	26,800		30,337
Stockholders’ deficit:
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued and outstanding at June 30, 2023 and December 31, 2022	—		—
Common stock, $0.01 par value; 300,000,000 shares authorized; 90,998,491 shares issued and outstanding at June 30, 2023; 89,811,513 shares issued and outstanding at December 31, 2022	910		898
Additional paid-in capital	231,842		231,014
Accumulated other comprehensive income	24		73
Accumulated deficit	(411,985)		(280,185)
Total stockholders’ deficit	(179,209)		(48,200)
Noncontrolling interests	152,965		159,154
Total equity (deficit)	(26,244)		110,954
Total liabilities, redeemable noncontrolling interests and equity	$	1,635,742	$	1,765,115

See accompanying notes to the condensed consolidated financial statements.

AKUMIN INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited; in thousands, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues	$	184,840	$	192,128	$	372,432	$	378,391
Operating expenses:
Cost of operations, excluding depreciation and amortization	158,495		154,574		314,062		309,735
Depreciation and amortization	35,015		25,200		58,008		49,931
Impairment charges	53,460		—		53,460		—
Restructuring charges	944		7,244		6,680		7,324
Severance and related costs	22		5,559		(27)		7,797
Settlements, recoveries and related costs	465		814		1,913		677
Stock-based compensation	441		758		840		1,819
Other operating expense (income), net	477		586		(274)		579
Total operating expenses	249,319		194,735		434,662		377,862
Income (loss) from operations	(64,479)		(2,607)		(62,230)		529
Other expense (income):
Interest expense	31,164		29,290		61,861		57,971
Other non-operating expense (income), net	2,346		(2,335)		2,214		(2,011)
Total other expense, net	33,510		26,955		64,075		55,960
Loss before income taxes	(97,989)		(29,562)		(126,305)		(55,431)
Income tax benefit	(1,578)		(3,483)		(704)		(2,920)
Net loss	(96,411)		(26,079)		(125,601)		(52,511)
Less: Net income attributable to noncontrolling interests	241		4,390		6,199		8,769
Net loss attributable to common stockholders	$	(96,652)	$	(30,469)	$	(131,800)	$	(61,280)
Comprehensive loss, net of taxes:
Net loss	$	(96,411)	$	(26,079)	$	(125,601)	$	(52,511)
Other comprehensive income (loss):
Unrealized gain (loss) on hedging transactions, net of taxes	(7)		7		(21)		36
Reclassification adjustment for gains (losses) included in net loss, net of taxes	(14)		9		(28)		26
Other comprehensive income (loss)	(21)		16		(49)		62
Comprehensive loss, net of taxes	(96,432)		(26,063)		(125,650)		(52,449)
Less: Comprehensive income attributable to noncontrolling interests	241		4,390		6,199		8,769
Comprehensive loss attributable to common stockholders	$	(96,673)	$	(30,453)	$	(131,849)	$	(61,218)
Net loss per share attributable to common stockholders:
Basic and diluted	$	(1.07)	$	(0.34)	$	(1.46)	$	(0.69)

See accompanying notes to the condensed consolidated financial statements.

AKUMIN INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited; in thousands, except share amounts)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity (Deficit)		Noncontrolling Interests		Total Equity
	Shares	Amount
Balance, March 31, 2022	89,516,513	$	895	$	228,761	$	64	$	(154,235)	$	75,485	$	176,724	$	252,209
Net income (loss), net of the net income attributable to redeemable noncontrolling interests	—	—		—		—		(30,469)		(30,469)		3,856		(26,613)
Stock-based compensation	—	—		758		—		—		758		—		758
Other comprehensive income	—	—		—		16		—		16		—		16
Distributions paid to noncontrolling interests	—	—		—		—		—		—		(5,878)		(5,878)
Balance, June 30, 2022	89,516,513	$	895	$	229,519	$	80	$	(184,704)	$	45,790	$	174,702	$	220,492


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity (Deficit)		Noncontrolling Interests		Total Equity
	Shares	Amount
Balance, March 31, 2023	90,498,491	$	905	$	231,406	$	45	$	(315,333)	$	(82,977)	$	158,179	$	75,202
Net income (loss), net of the net loss attributable to redeemable noncontrolling interests	—	—		—		—		(96,652)		(96,652)		776		(95,876)
Settlement of restricted share units	500,000	5		(5)		—		—		—		—		—
Stock-based compensation	—	—		441		—		—		441		—		441
Other comprehensive loss	—	—		—		(21)		—		(21)		—		(21)
Distributions paid to noncontrolling interests	—	—		—		—		—		—		(5,990)		(5,990)

Balance, June 30, 2023	90,998,491	$	910	$	231,842	$	24	$	(411,985)	$	(179,209)	$	152,965	$	(26,244)

See accompanying notes to the condensed consolidated financial statements.

AKUMIN INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited; in thousands, except share amounts)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity (Deficit)		Noncontrolling Interests		Total Equity
	Shares	Amount
Balance, December 31, 2021	89,026,997	$	890	$	227,705	$	18	$	(123,424)	$	105,189	$	178,490	$	283,679
Net income (loss), net of the net income attributable to redeemable noncontrolling interests	—	—		—		—		(61,280)		(61,280)		7,655		(53,625)
Settlement of restricted share units	489,516	5		(5)		—		—		—		—		—
Stock-based compensation	—	—		1,819		—		—		1,819		—		1,819
Other comprehensive income	—	—		—		62		—		62		—		62
Distributions paid to noncontrolling interests	—	—		—		—		—		—		(11,604)		(11,604)
Purchase accounting adjustments	—	—		—		—		—		—		161		161
Balance, June 30, 2022	89,516,513	$	895	$	229,519	$	80	$	(184,704)	$	45,790	$	174,702	$	220,492


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity (Deficit)		Noncontrolling Interests		Total Equity
	Shares	Amount
Balance, December 31, 2022	89,811,513	$	898	$	231,014	$	73	$	(280,185)	$	(48,200)	$	159,154	$	110,954
Net income (loss), net of the net income attributable to redeemable noncontrolling interests	—	—		—		—		(131,800)		(131,800)		5,588		(126,212)
Settlement of restricted share units	1,186,978	12		(12)		—		—		—		—		—
Stock-based compensation	—	—		840		—		—		840		—		840
Other comprehensive loss	—	—		—		(49)		—		(49)		—		(49)
Distributions paid to noncontrolling interests	—	—		—		—		—		—		(11,777)		(11,777)

Balance, June 30, 2023	90,998,491	$	910	$	231,842	$	24	$	(411,985)	$	(179,209)	$	152,965	$	(26,244)

See accompanying notes to the condensed consolidated financial statements.

AKUMIN INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in thousands)


	Six Months Ended June 30,
	2023		2022
Operating activities:
Net loss	$	(125,601)	$	(52,511)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	58,008		49,931
Impairment charges	53,460		—
Stock-based compensation	840		1,819
Non-cash interest expense	27,962		24,604
Amortization of deferred financing costs and accretion of discount/premium on long-term debt	1		54
Deferred income taxes	(914)		(3,368)
Distributions from unconsolidated investees	305		915
Earnings from unconsolidated investees	(279)		(488)
Other non-cash items, net	1,380		(498)
Changes in operating assets and liabilities:
Accounts receivable	(2,326)		(4,547)
Prepaid expenses and other assets	(1,181)		(1,919)
Accounts payable and other liabilities	6,171		6,502
Operating lease liabilities and right-of-use assets	129		585
Net cash provided by operating activities	17,955		21,079
Investing activities:
Purchases of property and equipment	(11,460)		(15,466)
Other investing activities	823		963
Net cash used in investing activities	$	(10,637)	$	(14,503)

See accompanying notes to the condensed consolidated financial statements.

AKUMIN INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(Unaudited; in thousands)


	Six Months Ended June 30,
	2023		2022
Financing activities:
Proceeds from revolving loan	$	14,000	$	20,000
Principal payments on revolving loan	(14,000)		(20,000)
Proceeds from long-term debt	1,706		10,292
Principal payments on long-term debt	(10,618)		(8,365)
Principal payments on finance leases	(3,937)		(4,330)
Contributions received from redeemable noncontrolling interests	107		—
Distributions paid to noncontrolling and redeemable noncontrolling interests	(16,032)		(14,145)
Net cash used in financing activities	(28,774)		(16,548)
Net decrease in cash and cash equivalents	(21,456)		(9,972)
Cash and cash equivalents, beginning of period	59,424		48,419
Cash and cash equivalents, end of period	$	37,968	$	38,447
Supplemental disclosure of cash flow information:
Interest paid	$	33,986	$	32,439
Income taxes paid, net of refunds	929		502
Supplemental disclosure of non-cash investing and financing activities:
Property and equipment purchases in accounts payable and accrued liabilities	3,551		4,852
Derecognition of operating lease right-of-use assets and lease liabilities associated with lease terminations	3,656		3,635
Equipment acquired in exchange for finance lease obligations	460		1,433
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	3,500		668

See accompanying notes to the condensed consolidated financial statements.

AKUMIN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

(Unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by Akumin Inc. (the “Company” or “Akumin”) and do not include all of the information and disclosures required by accounting principles generally accepted in the U.S. (“GAAP”). In the opinion of management, all normal recurring accruals and adjustments considered necessary for a fair presentation have been included. The results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements for the year ended December 31, 2022.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Certain reclassifications have been made to prior period condensed consolidated financial statements to conform to the current period presentation.

2. New Accounting Standards

Recently Adopted Accounting Standards

ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and related clarifying standards, which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to assess credit loss estimates. This ASU is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2022. The Company is considered an Emerging Growth Company as classified by the Securities and Exchange Commission (“SEC”), which gave the Company relief in the timing of implementation of this standard by allowing the private company timing for adoption. The Company adopted this standard on January 1, 2023 using the modified retrospective approach and it did not have a material impact on the Company's condensed consolidated financial statements, resulting in no adjustments to prior year earnings.

Recently Issued Accounting Standards Not Yet Effective

ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805)

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, creating an exception to the recognition and measurement principles in ASC 805, Business Combinations. The amendments require an acquirer to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. In addition, the amendments clarify that all contracts requiring the recognition of assets and liabilities in accordance with the guidance in ASC 606, such as contract liabilities derived from the sale of nonfinancial assets within the scope of ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets, fall within the scope of the amended guidance in ASC 805. The amendments do not affect the accounting for other assets or liabilities arising from revenue contracts with customers in a business combination, such as customer-related intangible assets and contract-based intangible assets, including off-market contract terms. This ASU is effective for public entities for fiscal years beginning after December 15, 2022, with early adoption permitted. For

AKUMIN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2023

(Unaudited)

all other entities, this ASU is effective for fiscal years beginning after December 15, 2023. The Company is considered an Emerging Growth Company as classified by the SEC, which gives the Company relief in the timing of implementation of this standard by allowing the private company timing for adoption. The Company is currently evaluating the impact of the standard on its consolidated financial statements.

3. Variable Interest Entities

In accordance with consolidation guidance, a reporting entity with a variable interest in another entity is required to include the assets and liabilities and revenues and expenses of that separate entity (i.e., consolidate with the financial statements of the reporting entity) when the variable interest is determined to be a controlling financial interest. A reporting entity is considered to have a controlling financial interest in a variable interest entity (“VIE”) if (i) the reporting entity has the power to direct the activities of the VIE that most significantly impacts its economic performance and (ii) the reporting entity has the obligation to absorb losses of the VIE that could be potentially significant to the VIE.

As a result of the financial relationship established between the Company and certain entities (the “Revenue Practices”) through respective management service agreements, the Revenue Practices individually qualify as VIEs as the Company, which provides them non-medical, technical and administrative services, has the power to direct their respective activities and the obligation to absorb their gains and losses. As a result, the Company is considered the primary beneficiary of the Revenue Practices, and accordingly, the assets and liabilities and revenues and expenses of the Revenue Practices are included in the condensed consolidated financial statements. The following information excludes any intercompany transactions and costs allocated by the Company to the Revenue Practices. As of June 30, 2023 and December 31, 2022, the Revenue Practices’ assets included in the Company’s condensed consolidated balance sheets were $39.6 million and $36.0 million, respectively, and liabilities included in the Company’s condensed consolidated balance sheets were $2.9 million and $1.4 million, respectively. The assets of the Revenue Practices can only be used to settle their obligations. During the six months ended June 30, 2023 and 2022, the Revenue Practices’ revenues were $85.7 million and $92.8 million, respectively, and the net cash provided by operating activities was $77.9 million and $93.2 million, respectively.

4. Property and Equipment

Property and equipment consists of the following:


(in thousands)	June 30, 2023		December 31, 2022
Medical equipment	$	254,247	$	244,517
Leasehold improvements	44,000		43,382
Equipment under finance leases	45,348		44,845
Office and computer equipment	19,151		17,742
Transportation and service equipment	11,542		11,672
Furniture and fixtures	3,439		3,362
Construction in progress	3,550		4,636
	381,277		370,156
Less accumulated depreciation	183,718		148,942
	$	197,559	$	221,214

Depreciation expense was $18.2 million and $20.2 million for the three months ended June 30, 2023 and 2022, respectively, and $36.4 million and $39.9 million for the six months ended June 30, 2023 and 2022, respectively.

As of June 30, 2023 and December 31, 2022, the equipment under finance leases had a net book value of $25.4 million and $26.3 million, respectively.

AKUMIN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2023

(Unaudited)

5. Goodwill

Changes in the carrying amount of goodwill are as follows:


(in thousands)	Radiology		Oncology		Total
Balance, December 31, 2022	$	682,725	$	86,385	$	769,110
Impairment	(53,460)		—		(53,460)

Goodwill written off in connection with site closure	—		(381)		(381)
Balance, June 30, 2023	$	629,265	$	86,004	$	715,269

The Company tests its goodwill and indefinite-lived intangible assets annually or more frequently depending on certain impairment indicators. Such indicators include a significant decline in expected future cash flows due to changes in company-specific factors or the broader business climate. During the second quarter of 2023, the Company determined that potential indicators of impairment existed and thus performed a quantitative test for impairment at the reporting unit level as of May 31, 2023. In estimating fair values, the Company gave equal weight to an income approach (the DCF method) and a market approach (the GPC method).

Specifically, the Company utilized the following Level 3 estimates and assumptions in its analysis:


Discount rate			9.5% to 10.0%
Perpetual growth rate			3.0%
Tax rate			26.0%
Risk-free interest rate			3.5%
Revenue multiple			1.8 to 2.2
EBITDA multiple			7.5 to 9.5

The impairment test yielded a fair value for the Oncology reporting unit that exceeded its carrying value; therefore, this reporting unit was not considered at risk of impairment. In connection with the impairment test for the Radiology reporting unit, the Company concluded that the carrying value exceeded its estimated fair value based on management's assessment of the outlook and long-term business plans for this division. Consequently, the Company recorded an impairment charge of $53.5 million related to goodwill for the Radiology reporting unit, which was recorded in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2023.

Changes in these estimates or assumptions could materially affect the determination of fair value and the conclusions of the Company's impairment test.

AKUMIN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2023

(Unaudited)

6. Other Intangible Assets

Other intangible assets consist of the following:


(dollars in thousands)	Weighted Average Useful Life (in years)	June 30, 2023						December 31, 2022
		Gross Carrying Amount		Accumulated Amortization		Other Intangible Assets, Net		Gross Carrying Amount		Accumulated Amortization		Other Intangible Assets, Net
Finite-lived intangible assets:
Customer contracts	20	$	250,733	$	(23,057)	$	227,676	$	263,388	$	(17,588)	$	245,800
Trade names	18	76,391		(13,324)		63,067		77,135		(11,063)		66,072
Management agreements	17	10,200		(1,100)		9,100		10,200		(800)		9,400
Other	5	5,739		(4,628)		1,111		5,719		(4,454)		1,265
Total		$	343,063	$	(42,109)	300,954		$	356,442	$	(33,905)	322,537
Certificates of Need						69,558						69,558
Total other intangible assets						$	370,512					$	392,095

The Company performs an impairment test when indicators of impairment are present. As of June 30, 2023, there were no indications of impairment of the Company's other intangible assets balances.

The aggregate amortization expense for the Company’s finite-lived intangible assets was $16.8 million and $5.0 million for the three months ended June 30, 2023 and 2022, respectively, and $21.6 million and $10.0 million for the six months ended June 30, 2023 and 2022, respectively. Amortization expense for the three and six months ended June 30, 2023 includes $12.1 million of accelerated amortization related to the closure of one site and winding down operations of a second site in the Oncology segment.

7. Long-Term Debt

Long-term debt consists of the following:


(in thousands)	June 30, 2023		December 31, 2022
2028 Senior Notes	$	375,000	$	375,000
2025 Senior Notes	475,000		475,000
Subordinated Notes	451,265		423,303
Equipment Debt	63,842		72,754
	1,365,107		1,346,057
Debt discount/premium and deferred issuance costs	(72,748)		(71,444)
	1,292,359		1,274,613
Less current portion	19,282		19,961
Long-term debt, net of current portion	$	1,273,077	$	1,254,652

During the six months ended June 30, 2023, the Company elected to pay interest in-kind on the Subordinated Notes pursuant to the original agreement and, accordingly, $28.0 million of accrued interest was added to the principal balance of the Subordinated Notes.

AKUMIN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2023

(Unaudited)

Certain of the debt obligations are subject to covenants with which the Company must comply on a quarterly or annual basis. The Company was in compliance with, or had received waivers for, all such covenants as of June 30, 2023.

8. Accrued Liabilities

Accrued liabilities consist of the following:


(in thousands)	June 30, 2023		December 31, 2022
Accrued compensation and related expenses	$	21,743	$	25,655
Accrued interest expense	18,267		18,183
Other	48,329		43,078
	$	88,339	$	86,916

9. Redeemable Noncontrolling Interests

The Company has noncontrolling interests with redemption features. These redemption features could require the Company to make an offer to purchase the noncontrolling interests in the case of certain events, including (i) the expiration or termination of certain operating agreements of the joint venture, or (ii) the noncontrolling interests’ tax-exempt status is jeopardized by the joint venture.

As of June 30, 2023, the Company holds redeemable noncontrolling interests of $26.8 million, which are not currently redeemable or probable of becoming redeemable. The redemption of these noncontrolling interests is not solely within the Company’s control, therefore, they are presented in the temporary equity section of the Company’s condensed consolidated balance sheets. The Company does not believe it is probable the redemption features related to these noncontrolling interest will be triggered as the triggering events are generally not probable until they occur. As such, these noncontrolling interests have not been remeasured to redemption value.

The following is a rollforward of the activity in the redeemable noncontrolling interests for the six months ended June 30, 2023:


(in thousands)
Balance, December 31, 2022	$	30,337
Net income attributable to redeemable noncontrolling interests	611
Contributions received from redeemable noncontrolling interests	107
Distributions paid to redeemable noncontrolling interests	(4,255)
Balance, June 30, 2023	$	26,800

AKUMIN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2023

(Unaudited)

10. Financial Instruments

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

The following table summarizes the valuation of the Company’s financial instruments that are reported at fair value on a recurring basis:


	Fair Value as of June 30, 2023								Fair Value as of December 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Current and long-term assets:
Interest rate and fuel option contracts	$	—	$	64	$	—	$	64	$	—	$	52	$	—	$	52
Long-term liabilities:
Derivative in subordinated notes	$	—	$	—	$	5,831	$	5,831	$	—	$	—	$	6,132	$	6,132

The derivative in subordinated notes relates to the Change of Control Redemption Election included in the Subordinated Notes (see Note 7). The fair value of the Change of Control Redemption Election liability was determined using a probability weighted scenario analysis regarding a potential change of control during the seven years from initiation date. The estimated fair values of the Change of Control Redemption Election as of June 30, 2023 and December 31, 2022 use unobservable inputs for probability weighted time until an exit event of 3.2 years and 3.5 years, respectively, and an exit event probability weighting of 21.7% and 22.9%, respectively.

The following is a reconciliation of the opening and closing balances for the derivative in subordinated notes liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 2023:


(in thousands)
Balance, December 31, 2022	$	6,132
Change in fair value	(301)
Balance, June 30, 2023	$	5,831

The decrease in the fair value of the derivative in subordinated notes liability was recorded as a gain and included in other non-operating expense (income), net in the Company's condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2023.

The Company’s interest rate contracts are primarily pay-fixed, receive-variable interest rate swaps related to certain of the Company’s equipment debt. The amount that the Company expects to reclassify from accumulated other comprehensive income to interest expense over the next twelve months is immaterial. During the second quarter of 2023, the Company entered into a fuel call option contract to hedge against fluctuations in fuel prices through April 2024.

AKUMIN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2023

(Unaudited)

Assets and Liabilities for which Fair Value is only Disclosed

The estimated fair values of other current and non-current liabilities are as follows:


(in thousands)	June 30, 2023		December 31, 2022
2028 Senior Notes	$	247,705	$	228,894
2025 Senior Notes	390,814		339,385
Subordinated Notes	294,380		254,951
Equipment Debt	53,272		58,698
	$	986,171	$	881,928

As of June 30, 2023 and December 31, 2022, the estimated fair values of the 2028 Senior Notes and 2025 Senior Notes were determined using Level 2 inputs and the estimated fair values of the Subordinated Notes and Equipment Debt were determined using Level 3 inputs.

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and the current portion of lease liabilities approximates their fair value given their short-term nature. The carrying value of the non-current portion of lease liabilities approximates their fair value given the difference between the discount rates used to recognize the liabilities in the condensed consolidated balance sheets and the normalized expected market rates of interest is insignificant.

Financial instruments are classified into one of the following categories: amortized cost, fair value through earnings and fair value through other comprehensive income. The following table summarizes information regarding the carrying value of the Company’s financial instruments:


(in thousands)	June 30, 2023		December 31, 2022
Financial assets measured at amortized cost:
Cash and cash equivalents	$	37,968	$	59,424
Accounts receivable	115,790		114,166
	$	153,758	$	173,590
Financial liabilities measured at amortized cost:
Accounts payable	$	43,575	$	36,618
Current portion of long-term debt	19,282		19,961
Current portion of leases	23,581		25,023
Non-current portion of long-term debt	1,273,077		1,254,652
Non-current portion of leases	167,948		179,980
Accrued liabilities	88,339		86,916
	$	1,615,802	$	1,603,150
Financial assets measured at fair value through earnings:
Fuel option contract	$	36	$	—
Financial liabilities measured at fair value through earnings:
Derivative in subordinated notes	$	5,831	$	6,132
Financial assets measured at fair value through other comprehensive income:
Interest rate contracts	$	28	$	52

AKUMIN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2023

(Unaudited)

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

The Company measures certain non-financial assets at fair value on a nonrecurring basis, primarily intangible assets, goodwill and long-lived assets in connection with acquisitions and periodic evaluations for potential impairment. The Company estimates the fair value of these assets using primarily unobservable inputs; therefore, these are considered Level 3 fair value measurements. See disclosure of Level 3 measurements related to the goodwill impairment analysis in Note 5.

Interest Rate Risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Changes in lending rates can cause fluctuations in interest payments and cash flows. Certain of the Company’s equipment debt arrangements have interest rate swap agreements to hedge the future variable cash interest payments in order to avoid volatility in operating results due to fluctuations in interest rates. As of June 30, 2023 and December 31, 2022, the Company had $0.3 million and $0.4 million, respectively, of variable interest rate equipment debt that is not hedged. In addition, the Company is exposed to variable interest rates related to the 2020 Revolving Facility, which had no outstanding balance as of June 30, 2023 or December 31, 2022. The Company’s exposure to interest rate risk from a 1% increase or decrease in the variable interest rates is not material.

11. Stockholders' Equity

In connection with the Company's change of jurisdiction of incorporation from the province of Ontario, Canada, to the State of Delaware (the "Domestication") in 2022, the Company amended its Certificate of Incorporation to provide for the issuance of up to 300,000,000 shares of common stock, par value $0.01 per share, and 50,000,000 shares of undesignated preferred stock, par value $0.01 per share. The effect of the change in the common stock from no par value to $0.01 par value per share has been reflected in the condensed consolidated financial statements on a retroactive basis for all periods presented.

Stock-Based Awards

The Company may grant stock-based awards to employees, directors and consultants under the Amended and Restated Restricted Share Unit Plan, adopted as of April 18, 2023 (the “RSU Plan”) and the Amended and Restated Stock Option Plan, adopted as of April 18, 2023 (the “Stock Option Plan” and together with the RSU Plan, the “2023 Stock Plans”). Under the 2023 Stock Plans, the collective maximum number of shares reserved for issuance is equal to 10% of the number of capital shares of the Company that are outstanding from time to time. As of June 30, 2023 and December 31, 2022, shares of common stock reserved for issuance under the 2023 Stock Plans were 9,099,849 and 8,981,151, respectively. The 2023 Stock Plans are administered by the Board of Directors, which has authority to select eligible persons to receive awards and to determine the terms and conditions of the awards.

Restricted Share Units

Restricted share units (“RSUs”) represent a right to receive a share of common stock at a future vesting date with no cash payment from the holder. RSUs granted vest over two years from the date of grant. A summary of RSU activity is as

AKUMIN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2023

(Unaudited)

follows:


	Number of RSUs	Weighted- Average Grant Date Fair Value		Aggregate Fair Value (in thousands)
Outstanding and unvested at December 31, 2022	2,143,601	$	1.77
Granted	2,217,213	0.67		$	1,479
Vested	(1,186,978)	2.06		$	2,450
Cancelled	(57,078)	1.10		$	(63)
Outstanding and unvested at June 30, 2023	3,116,758	$	0.89	$	2,761

Stock Options

Stock options are awarded as consideration in exchange for services rendered to the Company. Stock options granted generally have terms of 7 years, but in no event more than 10 years after the date of grant, and vest over 3 years. A summary of the stock option activity is as follows:


	Number of Options	Weighted- Average Exercise price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022	5,348,120	$	2.56	3.3	$	378
Outstanding at June 30, 2023	5,348,120	$	2.56	2.8	$	—
Exercisable at June 30, 2023	5,325,020	$	2.55	2.8	$	—

Aggregate intrinsic value for outstanding and exercisable stock options in the table above represents the difference between the closing stock price on June 30, 2023 and the exercise price multiplied by the number of in-the-money options.

No stock options were granted during the six months ended June 30, 2023.

12. Commitments and Contingencies

Purchase Commitments

The Company has certain binding purchase commitments primarily for the purchase of equipment from various suppliers. As of June 30, 2023, the obligations for these future purchase commitments totaled $38.4 million, of which $32.5 million is expected to be paid during the remaining six months of 2023 and $6.0 million is expected to be paid thereafter.

Guarantees and Indemnities

In the normal course of business, the Company has made certain guarantees and indemnities, under which it may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions. The Company indemnifies other parties, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed to hold the other party harmless against losses arising from certain events as defined within the particular contract, which may include, for example, litigation or claims arising from a breach of representations or covenants. In addition, the Company has entered into indemnification agreements with its executive officers and directors and the Company’s bylaws contain similar indemnification obligations. Under these arrangements, the Company is obligated to indemnify, to the fullest extent permitted under applicable law, its current or former officers and directors for various amounts incurred with respect to actions, suits or proceedings in which they were made, or threatened to be made, a party as a result of acting as an officer or director.

AKUMIN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2023

(Unaudited)

It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made related to these indemnifications have been immaterial. As of June 30, 2023, the Company has determined that no liability is necessary related to these guarantees and indemnities.

Legal Matters

On December 20, 2021, an alleged shareholder of the Company filed a putative class action claim with the Ontario Superior Court of Justice against the Company and certain of its directors and officers alleging violations of Securities Act (Ontario), negligent misrepresentation and other related claims relating to the restatement of the Company’s financial statements that were filed in 2021. On February 17, 2023, the plaintiff delivered a motion record for certification and for leave to commence action under Part XXIII.1 of the Securities Act (Ontario). The Company plans to defend the claim and the motion.

Other Matters

The Company is party to various legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. With respect to these matters, management evaluates the developments on a regular basis and accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. Management believes that the amount or any estimable range of reasonably possible or probable loss will not, either individually or in the aggregate, have a material adverse effect on the Company’s business and condensed consolidated financial statements. However, the outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of management’s expectations, the Company’s results of operations and financial condition could be materially and adversely affected.

13. Supplemental Revenue Information

Revenues consist primarily of net patient fees received from various payors and patients based on established contractual billing rates, less allowances for contractual adjustments and implicit price concessions. Revenues are also derived directly from hospitals and healthcare providers.

Other revenue consists of miscellaneous fees under contractual arrangements, including service fee revenue under capitation arrangements with third-party payors, management fees, government grants and fees for other services provided to third parties.

The following table summarizes the components of the Company’s revenues by payor category:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Patient fee payors:
Commercial	$	65,066	$	71,609	$	130,588	$	140,710
Medicare	20,082		21,002		41,502		42,174
Medicaid	3,256		3,347		6,661		6,449
Other patient revenue	2,729		3,213		5,324		6,487
	91,133		99,171		184,075		195,820
Hospitals and healthcare providers	91,513		90,651		183,975		178,110
Other revenue	2,194		2,306		4,382		4,461
	$	184,840	$	192,128	$	372,432	$	378,391

AKUMIN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2023

(Unaudited)

14. Cost of Operations, excluding Depreciation and Amortization

The following table summarizes the components of the Company’s cost of operations, excluding depreciation and amortization:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Employee compensation	$	68,302	$	72,021	$	139,829	$	147,148
Third-party services and professional fees	32,091		29,919		62,920		59,096
Rent and utilities	12,780		12,742		25,121		25,219
Reading fees	11,953		11,788		23,552		23,286
Administrative	12,944		11,467		23,365		23,091
Medical supplies and other	20,425		16,637		39,275		31,895
	$	158,495	$	154,574	$	314,062	$	309,735

15. Supplemental Statement of Operations Information

Restructuring Charges

Restructuring charges consist of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Transformation costs	$	939	$	4,025	$	6,659	$	4,025
Lease termination costs	7		1,840		7		1,840
Domestication and related costs	—		1,063		—		1,063
Other	(2)		316		14		396
	$	944	$	7,244	$	6,680	$	7,324

Transformation costs consist of third-party consulting fees associated with a significant project to identify, plan, and implement various business improvement initiatives designed to enhance growth opportunities and improve operations. The project is expected to continue into 2024. The consulting agreement provides for fixed fees totaling $12.5 million, milestone fees totaling up to $7.0 million that are earned upon the achievement of certain milestones, and performance fees totaling up to $15.0 million that are earned based on the achievement of certain performance results during the period of the contract. The Company recognizes the fixed fees over the contract period as the services are rendered. Milestone and performance fees that are probable of ultimately being paid are recognized based on a percentage of achievement of the related milestone or performance result. As of June 30, 2023, the accounts payable and accrued liability balance for unpaid transformation consulting costs was $3.4 million and $4.5 million, respectively.

Severance and Related Costs

Severance and related costs represent costs associated with employees whose employment with the Company has been terminated and are generally paid in the year recorded. In connection with certain terminated employees, severance benefits are being paid over periods of 12 to 18 months. As of June 30, 2023, the unpaid balance of severance and related costs totaled $1.5 million, which will be paid during the next twelve months.

Other Operating and Non-Operating Expense (Income)

Other operating expense (income), net consists of the following:

AKUMIN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2023

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Loss on sale of accounts receivable	$	922	$	—	$	1,046	$	—
Gain from insurance proceeds	—		—		(776)		—
Loss (gain) on disposal of property and equipment, net	(348)		170		(417)		372
Other, net	(97)		416		(127)		207
	$	477	$	586	$	(274)	$	579

Other non-operating expense (income), net consists of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Capital structure initiatives	$	1,912	$	—	$	1,912	$	—
Acquisition-related costs	155		86		298		468
Fair value adjustment on derivative in subordinated notes	(258)		(1,009)		(301)		(839)
Earnings from unconsolidated investees	(128)		(248)		(279)		(488)
Other, net	665		(1,164)		584		(1,152)
	$	2,346	$	(2,335)	$	2,214	$	(2,011)

Capital structure initiatives represent costs associated with the Company’s initiative to restructure its long-term debt.

Impairment Charges

Impairment charges relate to the following assets:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Goodwill (Note 5)	$	53,460	$	—	$	53,460	$	—


	$	53,460	$	—	$	53,460	$	—

16. Investments in Unconsolidated Investees

Effective March 1, 2021, the Company completed a common equity investment in an artificial intelligence business (“AI business”) as part of a private placement offering for $4.6 million. The AI business develops artificial intelligence aided software programs for use in medical businesses, including outpatient imaging services provided by the Company. As a result of the investment, a previous investment in a convertible note instrument issued by the AI business to the Company in May 2020 converted to common equity. The Company’s total common equity investment has a carrying value

of $7.9 million as of June 30, 2023 and represents a 34.5% interest in the AI business on a non-diluted basis. In addition, the Company holds share purchase warrants which, subject to the occurrence of certain events and certain assumptions, and the payment of $0.4 million, would entitle the Company to acquire an additional 2.4% ownership interest in the AI business common equity.

The Company has a 15% direct ownership in an unconsolidated investee and provides management services under a management agreement with the investee. The Company provides services as part of its ongoing operations for and on behalf of the unconsolidated investee, which reimburses the Company for the actual amount of the expenses incurred. The Company records the expenses in cost of operations and the reimbursement as revenue in the condensed consolidated statements of operations and comprehensive loss.

AKUMIN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2023

(Unaudited)

The financial position and results of operations of these unconsolidated investees are not material to the Company’s condensed consolidated financial statements.

17. Income Taxes

The Company is subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company is no longer subject to Canadian tax after the Domestication on September 30, 2022.

The effective tax rate for the three and six months ended June 30, 2023 differs from the U.S. federal statutory rate of 21.0% primarily due to the impact of valuation allowances applied against losses in jurisdictions for which no tax benefit is recognized.

18. Basic and Diluted Loss per Share

The loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average common shares outstanding during the period.


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share amounts)	2023		2022		2023		2022
Net loss attributable to common stockholders	$	(96,652)	$	(30,469)	$	(131,800)	$	(61,280)
Weighted average common shares outstanding:
Basic and diluted	90,503,986		89,516,513		90,163,458		89,296,619
Net loss per share attributable to common stockholders:
Basic and diluted	$	(1.07)	$	(0.34)	$	(1.46)	$	(0.69)
Employee stock options, warrants and restricted share units excluded from the computation of diluted per share amounts as their effect would be antidilutive	1,478,978		2,042,461		2,006,143		2,207,983

19. Segment Information

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. The Company operates in two reportable segments: Radiology and Oncology. All intercompany revenues, expenses, receivables and payables are eliminated in consolidation and are not reviewed when evaluating segment performance. Each segment’s performance is evaluated based on revenue and adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA").

The following table summarizes the Company’s revenues by segment:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Radiology	$	156,291	$	160,867	$	313,692	$	316,207
Oncology	28,549		31,261		58,740		62,184
	$	184,840	$	192,128	$	372,432	$	378,391

Adjusted EBITDA is defined as net loss before interest expense, income tax benefit, depreciation and amortization, impairment charges, restructuring charges, severance and related costs, settlements and related costs, stock-based compensation, loss on sale of accounts receivable, capital structure initiatives, fair value adjustment on derivative, deferred rent expense, and items that we do not consider to be indicative of our core/ongoing operations. Adjusted EBITDA should

AKUMIN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2023

(Unaudited)

not be considered a measure of financial performance under GAAP, and it should not be considered in isolation or as an alternative to net income, cash flows generated by operating, investing or financing activities, or other financial statement data presented in the condensed consolidated financial statements as indicators of financial performance or liquidity. Adjusted EBITDA is not a measurement determined in accordance with GAAP and is therefore susceptible to varying methods of calculation and may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA is the most frequently used measure of each segment’s performance and is commonly used in setting performance goals.

The following table summarizes the Company’s Adjusted EBITDA by segment:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Adjusted EBITDA:
Radiology	$	25,449	$	35,692	$	55,775	$	64,281
Oncology	8,072		10,302		17,920		20,335
Corporate	(6,994)		(7,810)		(14,027)		(14,414)
	$	26,527	$	38,184	$	59,668	$	70,202

A reconciliation of the net loss to total Adjusted EBITDA is shown below:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Net loss	$	(96,411)	$	(26,079)	$	(125,601)	$	(52,511)
Interest expense	31,164		29,290		61,861		57,971
Income tax benefit	(1,578)		(3,483)		(704)		(2,920)
Depreciation and amortization	35,015		25,200		58,008		49,931
Impairment charges	53,460		—		53,460		—
Restructuring charges	944		7,244		6,680		7,324
Severance and related costs	22		5,559		(27)		7,797
Settlements, recoveries and related costs	465		814		1,913		677
Stock-based compensation	441		758		840		1,819
Loss on sale of accounts receivable	922		—		1,046		—
Loss (gain) on disposal of property and equipment, net	(348)		170		(417)		372
Capital structure initiatives	1,912		—		1,912		—
Acquisition-related costs	155		86		298		468
Fair value adjustment on derivative	(258)		(1,009)		(301)		(839)
Deferred rent expense	(43)		247		142		579
Other, net	665		(613)		558		(466)
Adjusted EBITDA	$	26,527	$	38,184	$	59,668	$	70,202

AKUMIN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2023

(Unaudited)

The following table summarizes the Company’s total assets by segment:


(in thousands)	June 30, 2023		December 31, 2022
Identifiable assets:
Radiology	$	1,304,358	$	1,400,938
Oncology	312,992		346,337
Corporate	18,392		17,840
	$	1,635,742	$	1,765,115

The following table summarizes the Company’s capital expenditures by segment:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Capital expenditures:
Radiology	$	7,093	$	4,648	$	9,069	$	13,460
Oncology	500		858		1,000		1,834
Corporate	1,359		82		1,391		172
	$	8,952	$	5,588	$	11,460	$	15,466

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes that appear in Item 1 of this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2022. In addition to historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results may differ substantially and adversely from those referred to herein due to a number of factors, including, but not limited to, those described below and in Item 1A “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2022.

Overview

We provide fixed-site outpatient diagnostic imaging services through a network of approximately 180 owned and/or operated imaging locations; and outpatient radiology and oncology services and solutions to approximately 1,000 hospitals and health systems across 48 states. Our imaging procedures include magnetic resonance imaging (“MRI”), computed tomography (“CT”), positron emission tomography (“PET” and “PET/CT”), ultrasound, diagnostic radiology (X-ray), mammography and other related procedures. Our cancer care services include a full suite of radiation therapy and related offerings.

We are significantly diversified across business lines, geographies, modality offerings and reimbursement sources. The diversity of our business provides a number of advantages, including having no material revenue concentration with any health system or hospital customer and no material concentration with any commercial payor.

We currently operate in two reportable business segments: radiology and oncology. The following table summarizes our revenues by segment as a percentage of total revenue:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Radiology	85	%	84	%	84	%	84	%
Oncology	15	%	16	%	16	%	16	%
	100	%	100	%	100	%	100	%

The following table summarizes the components of our revenues by payor category:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Patient fee payors:
Commercial	$	65,066	$	71,609	$	130,588	$	140,710
Medicare	20,082		21,002		41,502		42,174
Medicaid	3,256		3,347		6,661		6,449
Other patient revenue	2,729		3,213		5,324		6,487
	91,133		99,171		184,075		195,820
Hospitals and healthcare providers	91,513		90,651		183,975		178,110
Other revenue	2,194		2,306		4,382		4,461
	$	184,840	$	192,128	$	372,432	$	378,391

Summary of Factors Affecting Our Performance

Pricing

Continued expansion of health maintenance organizations, preferred provider organizations and other managed care organizations have influence over the pricing of our services because these organizations can exert great control over patients’ access to our services and reimbursement rates for accessing those services.

Competition

The market for outpatient diagnostic imaging and oncology services is highly competitive. We compete principally on the basis of our reputation, our ability to provide multiple modalities at many of our centers, the location of our centers and the quality of our outpatient diagnostic imaging and oncology services. We compete locally with groups of individual healthcare providers, established hospitals, clinics and other independent organizations that own and operate imaging and radiation therapy equipment.

We also face competition from other outpatient diagnostic imaging companies and oncology service providers in acquiring outpatient diagnostic imaging and oncology centers, which makes it more difficult to find attractive products on acceptable terms. Accordingly, we may not be able to acquire rights to additional outpatient diagnostic imaging and oncology centers on acceptable terms.

Our multi-modality imaging offering provides a one-stop-shop for patients and referring physicians and diversifies our revenue sources. Our scalable and integrated operating platform is expected to create value from future acquisitions, cost efficiencies and organic growth.

Seasonality

We experience seasonality in the revenues and margins generated for our services. First and fourth quarter revenues are typically lower than those from the second and third quarters. First quarter revenue is affected primarily by fewer calendar days and inclement weather, typically resulting in fewer patients being scanned or treated during the period. Fourth quarter revenues are affected by holiday and client and patient vacation schedules, resulting in fewer scans or treatments during the period. The variability in margins is higher than the variability in revenues due to the fixed nature of our costs. We also experience fluctuations in our revenues and margins due to acquisition activity and general economic conditions, including recession or economic slowdown.

Industry Trends

Our revenue is impacted by changes to U.S. healthcare laws, our partners’ and contractors’ healthcare costs, and/or reimbursement rates by payors.

Inflation

Inflationary pressures impact us primarily in the area of labor, fuel and medical supplies. The healthcare industry is labor intensive. Wages and other expenses increase during periods of inflation and when labor shortages occur in the marketplace. Suppliers and third-party service providers pass along rising costs to us in the form of higher prices. Managing these costs remains a significant challenge and priority for us.

Labor Shortages

Labor shortages among healthcare providers resulting from the COVID-19 pandemic and new variants, including burnout and attrition, has led to increased difficulty in hiring and retaining staff as well as increased labor costs and wage inflation. The shortage of clinical labor has also impacted our ability to generate same-store revenue growth.

Acquisitions and New/Closed Facilities

The timing of acquisitions, the opening of new fixed-site facilities, and the closure of existing facilities impact our revenue and the comparability of our results from period to period. The following table shows the number of our radiology diagnostic imaging sites and oncology radiation therapy sites:


	June 30, 2023	December 31, 2022
Radiology sites	178	181
Oncology sites	29	30
	207	211

Results of Operations

The following table presents our condensed consolidated statements of operations:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share amounts)	2023		2022		2023		2022
Revenues	$	184,840	$	192,128	$	372,432	$	378,391
Operating expenses:
Cost of operations, excluding depreciation and amortization	158,495		154,574		314,062		309,735
Depreciation and amortization	35,015		25,200		58,008		49,931
Impairment charges	53,460		—		53,460		—
Restructuring charges	944		7,244		6,680		7,324
Severance and related costs	22		5,559		(27)		7,797
Settlements, recoveries and related costs	465		814		1,913		677
Stock-based compensation	441		758		840		1,819
Other operating expense (income), net	477		586		(274)		579
Total operating expenses	249,319		194,735		434,662		377,862
Income (loss) from operations	(64,479)		(2,607)		(62,230)		529
Other expense (income):
Interest expense	31,164		29,290		61,861		57,971
Other non-operating expense (income), net	2,346		(2,335)		2,214		(2,011)
Total other expense, net	33,510		26,955		64,075		55,960
Loss before income taxes	(97,989)		(29,562)		(126,305)		(55,431)
Income tax benefit	(1,578)		(3,483)		(704)		(2,920)
Net loss	(96,411)		(26,079)		(125,601)		(52,511)
Less: Net income attributable to noncontrolling interests	241		4,390		6,199		8,769
Net loss attributable to common stockholders	$	(96,652)	$	(30,469)	$	(131,800)	$	(61,280)
Net loss per share attributable to common stockholders:
Basic and diluted	$	(1.07)	$	(0.34)	$	(1.46)	$	(0.69)

The following table summarizes statistical information regarding our radiology scan volumes and oncology patient starts:


	Three Months Ended June 30,					Six Months Ended June 30,
(in thousands)	2023	2022	Change	% Change		2023	2022	Change	% Change
MRI scans	221	225	(4)	(2)	%	438	439	(1)	—	%
PET/CT scans	37	33	4	12	%	72	65	7	11	%
Oncology patient starts	2.523	2.588	(0.065)	(3)	%	5.133	5.132	0.001	—	%

The following table summarizes our revenues by segment:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Radiology	$	156,291	$	160,867	$	313,692	$	316,207
Oncology	28,549		31,261		58,740		62,184
	$	184,840	$	192,128	$	372,432	$	378,391

The following table summarizes the components of our cost of operations, excluding depreciation and amortization:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Employee compensation	$	68,302	$	72,021	$	139,829	$	147,148
Third-party services and professional fees	32,091		29,919		62,920		59,096
Rent and utilities	12,780		12,742		25,121		25,219
Reading fees	11,953		11,788		23,552		23,286
Administrative	12,944		11,467		23,365		23,091
Medical supplies and other	20,425		16,637		39,275		31,895
	$	158,495	$	154,574	$	314,062	$	309,735

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

Revenues

Revenues for the three months ended June 30, 2023 were $184.8 million and decreased by $7.3 million, or 4%, from the three months ended June 30, 2022. The decrease was attributable to a $4.6 million decrease in radiology revenue and a $2.7 million decrease in oncology revenue. The decrease in radiology revenue was due primarily to changes in business mix and certain site closures over the last twelve months, partially offset by higher same store volume. Oncology revenue decreased primarily due to non-renewal of certain joint venture partnership contracts and site closures over the last twelve months.

Cost of Operations, excluding Depreciation and Amortization

Cost of operations, excluding depreciation and amortization, for the three months ended June 30, 2023 was $158.5 million and increased by $3.9 million, or 2.5%, from the three months ended June 30, 2022. This increase was a result of higher medical supplies and other costs, third-party services and professional fees, and administrative expenses, partly offset by lower employee compensation.

Employee Compensation

Employee compensation for the three months ended June 30, 2023 was $68.3 million and decreased by $3.7 million, or 5%, from the three months ended June 30, 2022. This decrease was primarily driven by workforce reductions implemented during the second quarter of 2022, partly offset by wage inflation and higher compensation to attract and retain clinic staff due to labor shortages in certain markets and merit increases.

Third-Party Services and Professional Fees

Third-party services and professional fees for the three months ended June 30, 2023 were $32.1 million and increased by $2.2 million, or 7%, from the three months ended June 30, 2022. This increase was primarily due to higher information technology related services and other outsourced services.

Rent and Utilities

Rent and utilities for the three months ended June 30, 2023 were $12.8 million compared to $12.7 million for the three months ended June 30, 2022. Rent and utilities are largely a fixed cost.

Reading Fees

Reading fees for the three months ended June 30, 2023 were $12.0 million and increased by $0.2 million, or 1%, from the three months ended June 30, 2022. Our reading fees are primarily based on the volume of procedures performed.

Administrative Expenses

Administrative expenses for the three months ended June 30, 2023 were $12.9 million and increased by $1.5 million, or 13%, from the three months ended June 30, 2022. The increase was primarily due to higher insurance

costs and increase in bad debt expense, partly offset by cost containment measures put in place after the first quarter of 2022 affecting marketing and advertising, travel and related costs, and other administrative expenses.

Medical Supplies and Other Expenses

Medical supplies and other expenses for the three months ended June 30, 2023 were $20.4 million and increased by $3.8 million, or 23%, from the three months ended June 30, 2022. The increase was primarily due to cost inflation and increased spend on specialty tracers used in PET/CT scans.

Depreciation and Amortization

Depreciation and amortization for the three months ended June 30, 2023 was $35.0 million and increased by $9.8 million, or 39%, from the three months ended June 30, 2022. The increase was primarily due to $12.1 million of accelerated amortization of intangible assets related to the closure of one site and winding down operations of a second site in the Oncology segment, partially offset by lower depreciation for office and computer equipment resulting from fully depreciated assets.

Impairment Charges

Impairment charges of $53.5 million for the three months ended June 30, 2023 consist of a $53.5 million goodwill impairment in our Radiology reporting unit. See further discussion in Note 5 to the condensed consolidated financial statements that appear in Item 1 of this Quarterly Report on Form 10-Q.

Restructuring Charges

Restructuring charges for the three months ended June 30, 2023 were $0.9 million compared to $7.2 million for the three months ended June 30, 2022. Restructuring charges for the 2023 period are composed primarily of transformation costs of $0.9 million. Restructuring charges for the 2022 period are composed primarily of transformation costs of $4.0 million, lease termination costs of $1.8 million and Domestication and related costs of $1.1 million. See further discussion in Note 15 to the condensed consolidated financial statements that appear in Item 1 of this Quarterly Report on Form 10-Q.

Severance and Related Costs

Severance and related costs for the three months ended June 30, 2023 were $0.0 million compared to $5.6 million for the three months ended June 30, 2022. These costs include severance and benefits costs paid to terminated employees. See further discussion in Note 15 to the condensed consolidated financial statements that appear in Item 1 of this Quarterly Report on Form 10-Q.

Other Expense (Income)

Other operating expense, net for the three months ended June 30, 2023 was $0.5 million compared to $0.6 million for the three months ended June 30, 2022. The other operating expense, net in 2023 includes a $0.9 million loss on sale of accounts receivable.

Interest expense for the three months ended June 30, 2023 was $31.2 million and increased by $1.9 million, or 6%, from the three months ended June 30, 2022. This increase was primarily due to higher interest expense on the Subordinated Notes resulting from interest paid in-kind that is added to the principal.

Other non-operating expense, net for the three months ended June 30, 2023 was $2.3 million compared to other non-operating income, net of $2.3 million for the three months ended June 30, 2022. The increase in non-operating expense, net was due primarily to $1.9 million of capital structure initiatives costs incurred during the three months ended June 30, 2023, and a more favorable fair value adjustment of the derivative associated with the Subordinated Notes in the three months ended June 30, 2022. See further discussion in Note 15 to the condensed consolidated financial statements that appear in Item 1 of this Quarterly Report on Form 10-Q.

Income Tax Benefit

Income tax benefit for the three months ended June 30, 2023 and 2022 was $1.6 million and $3.5 million, respectively. The effective tax rate for the three months ended June 30, 2023 differs from the U.S. statutory rate of 21% primarily due to the impact of valuation allowances applied against losses in jurisdictions for which no tax benefit is recognized. The effective tax rate for the three months ended June 30, 2022 differs from the Canadian statutory rate of 26.5% primarily due to earnings in foreign jurisdictions that are subject to tax rates which differ from the Canadian statutory tax rate, as well as the impact of valuation allowances applied against losses in jurisdictions for which no tax benefit or expense is recognized.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests for the three months ended June 30, 2023 was $0.2 million and decreased by $4.1 million from the three months ended June 30, 2022. The decrease was due to the impact of the accelerated amortization of intangible assets related to the closure of one site and winding down operations of a second site in the Oncology segment.

Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

Revenues

Revenues for the six months ended June 30, 2023 were $372.4 million and decreased by $6.0 million, or 2%, from the six months ended June 30, 2022. The decrease was attributable to a $2.5 million decrease in radiology revenue and a $3.4 million decrease in oncology revenue. The decrease in radiology revenue was primarily due to changes in business mix and certain site closures over the last twelve months. Oncology revenue decreased primarily due to non-renewal of certain joint venture partnership contracts and site closures over the last twelve months.

Cost of Operations, excluding Depreciation and Amortization

Cost of operations, excluding depreciation and amortization, for the six months ended June 30, 2023 was $314.1 million and increased by $4.3 million, or 1%, from the six months ended June 30, 2022. This increase was a result of higher medical supplies and other costs and third-party services and professional fees, partly offset by lower employee compensation.

Employee Compensation

Employee compensation for the six months ended June 30, 2023 was $139.8 million and decreased by $7.3 million, or 5%, from the six months ended June 30, 2022. This decrease was primarily driven by workforce reductions implemented during the second quarter of 2022, partly offset by wage inflation and higher compensation to attract and retain clinic staff due to labor shortages in certain markets and merit increases.

Third-Party Services and Professional Fees

Third-party services and professional fees for the six months ended June 30, 2023 were $62.9 million and increased by $3.8 million, or 6%, from the six months ended June 30, 2022. This increase was primarily due to higher information technology related services and other outsourced services.

Rent and Utilities

Rent and utilities for the six months ended June 30, 2023 were $25.1 million compared to $25.2 million for the six months ended June 30, 2022. Rent and utilities are largely a fixed cost.

Reading Fees

Reading fees for the six months ended June 30, 2023 were $23.6 million and increased by $0.3 million, or 1%, from the six months ended June 30, 2022. Our reading fees are primarily based on the volume of procedures performed.

Administrative Expenses

Administrative expenses for the six months ended June 30, 2023 were $23.4 million and increased by $0.3 million, or 1%, from the six months ended June 30, 2022. The increase was due primarily to an increase in bad debt expense and higher insurance costs, partly offset by cost containment measures put in place after the first quarter of 2022 affecting marketing and advertising, travel and related costs, and other administrative expenses.

Medical Supplies and Other Expenses

Medical supplies and other expenses for the six months ended June 30, 2023 were $39.3 million and increased by $7.4 million, or 23%, from the six months ended June 30, 2022. The increase was primarily due to cost inflation and increased spend on specialty tracers used in PET/CT scans.

Depreciation and Amortization

Depreciation and amortization for the six months ended June 30, 2023 was $58.0 million and increased by $8.1 million, or 16%, from the six months ended June 30, 2022. The increase was primarily due to $12.1 million of accelerated amortization of intangible assets related to the closure of one site and winding down operations of a second site in the Oncology segment, partially offset by lower depreciation for office and computer equipment resulting from fully depreciated assets.

Impairment Charges

Impairment charges of $53.5 million for the six months ended June 30, 2023 consist primarily of a $53.5 million goodwill impairment in our Radiology reporting unit. See further discussion in Note 5 to the condensed consolidated financial statements that appear in Item 1 of this Quarterly Report on Form 10-Q.

Restructuring Charges

Restructuring charges for the six months ended June 30, 2023 were $6.7 million compared to $7.3 million for the six months ended June 30, 2022. Restructuring charges for the 2023 period are composed primarily of transformation costs of $6.7 million. Restructuring charges for the 2022 period are composed primarily of transformation costs of $4.0 million, lease termination costs of $1.8 million and Domestication and related costs of $1.1 million. See further discussion in Note 15 to the condensed consolidated financial statements that appear in Item 1 of this Quarterly Report on Form 10-Q.

Severance and Related Costs

Severance and related costs for the six months ended June 30, 2023 were $0.0 million compared to $7.8 million for the six months ended June 30, 2022. These costs include severance and benefits costs paid to terminated employees. See further discussion in Note 15 to the condensed consolidated financial statements that appear in Item 1 of this Quarterly Report on Form 10-Q.

Other Expense (Income)

Other operating income, net for the six months ended June 30, 2023 was $0.3 million compared to other operating expense, net of $0.6 million for the six months ended June 30, 2022. The other operating expense, net in 2023 includes a $1.0 million loss on sale of accounts receivable and a $0.8 million gain from insurance proceeds. See further discussion in Note 15 to the condensed consolidated financial statements that appear in Item 1 of this Quarterly Report on Form 10-Q.

Interest expense for the six months ended June 30, 2023 was $61.9 million and increased by $3.9 million, or 7%, from the six months ended June 30, 2022. This increase was primarily due to higher interest expense on the Subordinated Notes resulting from interest paid in-kind that is added to the principal.

Other non-operating expense, net for the six months ended June 30, 2023 was $2.2 million compared to other non-operating income, net of $2.0 million for the six months ended June 30, 2022. The increase in non-operating expense, net was due primarily to $1.9 million of capital structure initiatives costs incurred during the six months ended June 30, 2023, and a more favorable fair value adjustment of the derivative associated with the Subordinated Notes in the six months

ended June 30, 2022. See further discussion in Note 15 to the condensed consolidated financial statements that appear in Item 1 of this Quarterly Report on Form 10-Q.

Income Tax Benefit

Income tax benefit for the six months ended June 30, 2023 and 2022 was $0.7 million and $2.9 million, respectively. The effective tax rate for the six months ended June 30, 2023 differs from the U.S. statutory rate of 21% primarily due to the impact of valuation allowances applied against losses in jurisdictions for which no tax benefit is recognized. The effective tax rate for the six months ended June 30, 2022 differs from the Canadian statutory rate of 26.5% primarily due to earnings in foreign jurisdictions that are subject to tax rates which differ from the Canadian statutory tax rate, as well as the impact of valuation allowances applied against losses in jurisdictions for which no tax benefit or expense is recognized.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests for the six months ended June 30, 2023 was $6.2 million and decreased by $2.6 million from the six months ended June 30, 2022. The decrease was due to the impact of the accelerated amortization of intangible assets related to the closure of one site and winding down operations of a second site in the Oncology segment.

Non-GAAP Financial Measures

We use various measures of financial performance based on financial statements prepared in accordance with GAAP. We believe, in addition to GAAP measures, certain non-GAAP measures are useful for investors for a variety of reasons. We use this information in our analysis of the performance of our business, excluding items we do not consider relevant to the performance of our continuing operations. Such non-GAAP measures include adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Our management regularly communicates Adjusted EBITDA and their interpretation of such results to our Board of Directors. We also compare actual periodic Adjusted EBITDA against internal targets as a key factor in determining cash incentive compensation for executives and other employees, largely because we view Adjusted EBITDA results as indicative of how our radiology and oncology businesses are performing and being managed.

We define Adjusted EBITDA as net income before interest expense, income tax benefit, depreciation and amortization, impairment charges, restructuring charges, severance and related costs, settlements and related costs, stock-based compensation, loss on sale of accounts receivable, capital structure initiatives, fair value adjustment on derivative, deferred rent expense, and items that we do not consider to be indicative of our core/ongoing operations. Adjusted EBITDA is a non-GAAP financial measure used as an analytical indicator by us and the healthcare industry to assess business performance and is a measure of leverage capacity and ability to service debt. Adjusted EBITDA should not be considered in isolation or as an alternative to net income, cash flows generated by operating, investing or financing activities or other financial statement data presented in the condensed consolidated financial statements as indicators of financial performance or liquidity. Adjusted EBITDA is not a measurement determined in accordance with GAAP and is therefore susceptible to varying methods of calculation and may not be comparable to other similarly titled measures of other companies.

The following table presents a reconciliation of our net loss, the most directly comparable GAAP financial measure, to total Adjusted EBITDA:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Net loss	$	(96,411)	$	(26,079)	$	(125,601)	$	(52,511)
Interest expense	31,164		29,290		61,861		57,971
Income tax benefit	(1,578)		(3,483)		(704)		(2,920)
Depreciation and amortization	35,015		25,200		58,008		49,931
Impairment charges	53,460		—		53,460		—
Restructuring charges	944		7,244		6,680		7,324
Severance and related costs	22		5,559		(27)		7,797
Settlements, recoveries and related costs	465		814		1,913		677
Stock-based compensation	441		758		840		1,819
Loss on sale of accounts receivable	922		—		1,046		—
Loss (gain) on disposal of property and equipment, net	(348)		170		(417)		372
Capital structure initiatives	1,912		—		1,912		—
Acquisition-related costs	155		86		298		468
Fair value adjustment on derivative	(258)		(1,009)		(301)		(839)
Deferred rent expense	(43)		247		142		579
Other, net	665		(613)		558		(466)
Adjusted EBITDA	$	26,527	$	38,184	$	59,668	$	70,202

The following table summarizes our Adjusted EBITDA by segment:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Adjusted EBITDA:
Radiology	$	25,449	$	35,692	$	55,775	$	64,281
Oncology	8,072		10,302		17,920		20,335
Corporate	(6,994)		(7,810)		(14,027)		(14,414)
	$	26,527	$	38,184	$	59,668	$	70,202

Liquidity and Capital Resources

To date, we have financed our operations primarily through cash generated from operations, public and private sales of debt and equity securities, and bank borrowings. The following table presents a summary of our consolidated cash flows and the ending balance of our cash and cash equivalents:


	Six Months Ended June 30,
(in thousands)	2023		2022
Cash and cash equivalents at beginning of period	$	59,424	$	48,419
Net cash provided by operating activities	17,955		21,079
Net cash used in investing activities	(10,637)		(14,503)
Net cash used in financing activities	(28,774)		(16,548)
Cash and cash equivalents at end of period	$	37,968	$	38,447

Cash Flows from Operating Activities

Cash provided by operating activities was $18.0 million for the six months ended June 30, 2023 and consisted of a net loss of $125.6 million adjusted for certain non-cash items and changes in certain operating assets and liabilities. The primary non-cash charges included in the net loss are $58.0 million of depreciation and amortization, $53.5 million of impairment charges and $28.0 million of non-cash interest expense. Changes in operating assets and liabilities provided $2.8 million of operating cash driven primarily by a $6.2 million increase in accounts payable and other liabilities, partially offset by a $2.3 million increase in accounts receivable and $1.2 million increase in prepaid expenses and other assets.

Cash Flows from Investing Activities

During the six months ended June 30, 2023, cash used in investing activities was $10.6 million, a decrease of $3.9 million from the comparable period in 2022. Purchases of property and equipment during the six months ended June 30, 2023 were $11.5 million, a decrease of $4.0 million from the comparable period in 2022.

Cash Flows from Financing Activities

During the six months ended June 30, 2023, cash used in financing activities was $28.8 million compared to cash used in financing activities of $16.5 million during the six months ended June 30, 2022. Financing activities during the six months ended June 30, 2023 included $14.0 million of proceeds from our revolving facility and $1.7 million of proceeds from long-term debt, offset by payments on our revolving facility of $14.0 million, distributions paid to noncontrolling and redeemable noncontrolling interests of $16.0 million, principal payments on long-term debt of $10.6 million, and principal payments on finance leases of $3.9 million. Financing activities during the six months ended June 30, 2022 was composed primarily of $20.0 million of proceeds from our revolving facility and $10.3 million of proceeds from long-term debt, offset by payments on our revolving facility of $20.0 million, distributions paid to noncontrolling and redeemable noncontrolling interests of $14.1 million, principal payments on long-term debt of $8.4 million, and principal payments on finance leases of $4.3 million.

Liquidity Outlook

Cash and cash equivalents were $38.0 million as of June 30, 2023. In addition, we have a revolving credit facility under which we may borrow up to $55.0 million for working capital and other general corporate purposes. As of June 30, 2023, there were no borrowings outstanding under the revolving credit facility. We believe that our existing cash, cash equivalents and expected future cash flow from operations will provide sufficient funds to finance our operations for at least the next twelve months.

The Company is currently in the process of evaluating options relating to the restructuring of its current debt instruments being the 2025 Senior Notes, the 2028 Senior Notes, the Subordinated Notes and the revolving facility, and incurred $1.9 million of capital structure initiatives costs during the three months ended June 30, 2023. In furtherance of its capital structure initiatives, the Company's Board of Directors has formed a Special Committee to explore strategic initiatives related to its capital structure. The Special Committee is diligently evaluating potential solutions. There can be no assurance that the Special Committee's review process will result in any transaction or other alternative and there is no set timetable for the strategic review process.

Considering the Company’s recent underperformance relative to its operating plan, the Company is evaluating options to improve cash flow and provide increased flexibility in order to meet its obligations and execute on its strategy. Cash interest (as opposed to PIK interest) becomes payable on the Subordinated Notes on and after September 1, 2023 with the first cash interest payment due on September 29, 2023. If we do not pay the cash interest payment when due under the Subordinated Notes, a trigger event (not an event of default) results and the cash interest rate under the Subordinated Notes increases by 200 basis points, which is an increase of the cash interest rate from 11% to 13%, until that trigger event is cured by us or waived by the lender. The Company will continue to evaluate its cash position, operating performance, and other considerations as part of its decision as to whether cash interest will be paid when due. If cash interest is not paid when due, such action will result in an increase of the interest rate under the Subordinated Notes until cured or unless waived by the lender. The Company may be required to obtain a waiver or take other actions as it deems necessary in connection with a failure to pay cash interest on the Subordinated Notes when due.

Other available actions to improve liquidity include, but are not limited to, accelerating cost reduction initiatives, reassessing discretionary capital expenditures, renegotiating payment terms with vendors and sale of non-core assets. The Company’s operating plan anticipates that it will generate sufficient cash flow from operations and has other available resources to meet its obligations as they come due over the next twelve months. However, the Company cannot provide

assurance that its operating plan will be achieved. If the Company is unsuccessful in achieving its plan, there is a risk that actual results will differ from anticipated results.

It is possible that we may need to supplement our existing sources of liquidity to finance our activities beyond the next twelve months and there can be no assurance that sources of liquidity will be available to us at that time or if available will be on commercially reasonable terms.

We may also have access to an additional $349.6 million of debt financing through August 2024 to finance growth and acquisitions, provided certain conditions are met and the lender provides their consent.

For additional information regarding our revolving credit facility and the additional borrowing available for future acquisitions, see Note 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

For a description of contractual obligations, such as debt, finance leases and operating leases, see Note 9, Note 10 and Note 11 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

Critical Accounting Policies and Estimates

There were no significant changes in our critical accounting policies and estimates during the six-month period ended June 30, 2023 compared to those previously disclosed in “Critical Accounting Policies and Estimates” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of June 30, 2023. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2023.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the six-month period ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company has been, and continues to be, subject to claims and legal actions that arise in the ordinary course of business, including potential claims related to patient care and treatment, contract disputes, employment and other commercial or regulatory matters. The defense of these lawsuits may result in significant legal costs, regardless of the outcome, and can result in large settlement amounts or damage awards. We believe that the outcome of our current litigation will not have a material adverse impact on our business, financial condition and results of operations. However, we could be subsequently named as a defendant in other lawsuits that could adversely affect us.

Item 1A. Risk Factors

Except as provided below and to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there were no material changes to the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2022 dated March 16, 2023 and filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Risks Relating to our Capital Structure

The Company may be delisted from Nasdaq, further increasing the cost of capital and jeopardizing the Company’s ability to refinance existing indebtedness.

On April 19, 2023, the Company received a written notification (the “Notice”) from Nasdaq’s Listing Qualifications Department notifying the Company that the closing bid price for its Common Stock had been below $1.00 for 30 consecutive business days and that the Company therefore is not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). The Notice has no immediate effect on the listing of the Company’s Common Stock on the Nasdaq Capital Market. Under the Nasdaq Listing Rules, the Company must maintain a closing bid price for its Common Stock of at least $1.00 for a minimum of ten consecutive business days prior to the end of the 180 calendar day period starting from the date of the Notice to regain compliance with the Bid Price Requirement. Accordingly, the Company has until October 16, 2023 to regain compliance with the Bid Price Requirement. A delisting of our Common Stock is likely to reduce the liquidity of the Common Stock and may inhibit or preclude the Company’s ability to raise additional financing and may also materially and adversely impact the Company’s credit terms with its vendors.

If the Company is delisted from Nasdaq, the resulting drop in the market price for the Company’s Common Stock and any further debt offering may jeopardize the Company’s ability to fund its operations.

The delisting of our Common Stock from Nasdaq could impair the liquidity and market price of the Common Stock. It could also materially, adversely affect our access to the capital markets, and any limitation on market liquidity or reduction in the price of the Common Stock as a result of such delisting could adversely affect our ability to raise capital on terms acceptable to us, or at all.

The Company may incur additional costs including increasing the cost of capital in connection with its capital structure initiatives or failure to pay cash interest on its Subordinated Notes.

no assurance that the Special Committee's review process will result in any transaction or other alternative and there is no set timetable for the strategic review process.

The Company may incur additional costs including an increase in its cost of capital in connection with its capital structure initiatives. In addition, cash interest (as opposed to PIK interest) becomes payable on the Subordinated Notes on and after September 1, 2023 with the first cash interest payment due on September 29, 2023. If we do not pay the cash interest payment when due under the Subordinated Notes, then it results in a trigger event and the cash interest rate under the Subordinated Notes increases by 200 basis points, which is an increase of the cash interest rate from 11% to 13%, until that trigger event is cured by us or waived by the lender. There can be no assurance whether cash interest will be paid when due under the Subordinated Notes and such failure will result in an increase of the interest rate under the Subordinated Notes until cured or unless waived. The Company may be required to obtain a waiver or take other actions as it deems necessary (including termination of its revolving facility) in connection with any failure to pay cash interest on the Subordinated Notes when due.

Risks Related to Accounting Matters

We have recorded goodwill impairment charges in the past and may be required to record additional impairment

charges if our goodwill becomes further impaired or our intangible assets become impaired.

We are required under generally accepted accounting principles to review our goodwill and definite-lived intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill must be tested for impairment at least annually. Factors that may be considered a change in circumstances indicating that the carrying value of our reporting units and intangible assets may not be recoverable include a decline in stock price and market capitalization, slower growth rates in our industry or our own operations, and/or other materially adverse events that have implications on the profitability of our business. We have recorded an impairment charge of $53.5 million related to goodwill for the Radiology reporting unit, which was recorded in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2023. We may be required to record additional impairment charges during any period in which a further impairment of our goodwill or other intangible assets is recognized.

Further declines in our market capitalization increase the risk that we may be required to perform another goodwill

impairment analysis, which could result in an impairment of up to the entire balance of our goodwill based on the

quantitative assessment performed and adversely affect our results of operations. Additionally, an impairment charge may

adversely influence our ability to raise capital in the future.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit Number			Description of Exhibit

10.1			Offer Letter by and among the Company and Krishna Kumar, dated June 9, 2023 (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the SEC on June 15, 2023).

10.2			Amended and Restated Stock Option Plan.

10.3			Amended and Restated Restricted Share Unit Plan.

31.1			Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)

31.2			Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)

32.1			Certification of the Chief Executive Officer and the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350

101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH			Inline XBRL Taxonomy Extension Schema Document

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document

104			Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			AKUMIN INC.

			By:			/s/ Riadh Zine
						Riadh Zine Chairman, Chief Executive Officer and Director

Date: August 9, 2023

Exhibit 10.2

AKUMIN INC.

AMENDED AND RESTATED
STOCK OPTION PLAN

Adopted as of
April 18, 2023

AKUMIN INC.

AMENDED AND RESTATED STOCK OPTION PLAN

The purpose of this Amended and Restated Stock Option Plan (the “Plan”) is to advance the interests of Akumin Inc. (the “Company”) by:

(i)providing Eligible Persons (as defined herein) with additional incentives;

(ii)encouraging share ownership by Eligible Persons;

(iii)increasing the proprietary interest of Eligible Persons in the success of the Company;

(iv)encouraging Eligible Persons to remain with the Company or its Affiliates (as defined herein); and

(v)attracting new employees, executive officers, directors and Consultants (as defined herein) to the Company or its Affiliates.

Any awards that were granted prior to the approval by the Company’s shareholders of this plan restatement shall not in any way be amended or other impacted by the terms of set forth below, and instead shall be governed by the terms of the Plan in effect prior to such approval.

Article 1
GENERAL PROVISIONS

Section 1.1Interpretation

(1)For the purposes of this Plan, the following terms will have the following meaning unless otherwise defined elsewhere in this Plan:

(a)“Affiliate” means a related entity of the Company within the meaning of National Instrument 45-106 – Prospectus Exemptions, as amended or replaced from time to time, SEC Rule 405 (§230.405) and the Company’s Form S-8 Registration Statement as in effect from time to time;

(b)“Board” means the board of directors of the Company or, as applicable, such committee of the board of directors of the Company to which the board of directors may choose to delegate authority to administer the Plan or such persons subject to such terms and conditions as are permitted in accordance with Delaware corporate law;

(c)“Cause” means (i) if the Participant has a written employment agreement with the Company or an Affiliate in which “cause” is defined, “cause” as defined therein; or otherwise (ii) (A) the inability of the Participant to perform his duties due to a legal impediment such as an injunction, restraining order or other type of judicial judgment, decree or order entered against the Participant; (B) excessive absenteeism, flagrant neglect of duties, serious misconduct, or conviction of fraud; and (C) any other act or omission of the Participant which would in law permit an employer to, without notice or payment in lieu of notice, terminate the employment of an employee;

(d)“Change of Control” means:

with respect to which all or substantially all of the persons who were the beneficial owners of the Shares and other securities of the Company immediately prior to such reorganization, amalgamation, merger, business combination or plan of arrangement do not, following the completion of such reorganization, amalgamation, merger, business combination or plan of arrangement, beneficially own, directly or indirectly, more than fifty percent (50%) of the resulting voting rights (on a fully-diluted basis) of the Company or its successor;

(ii)the sale to a person other than an Affiliate of the Company of all or substantially all of the Company’s assets; or

(iii)a change in the composition of the Board, which occurs at a single meeting of the shareholders of the Company or upon the execution of a shareholders’ resolution, such that individuals who are members of the Board immediately prior to such meeting or resolution cease to constitute a majority of the Board, without the Board, as constituted immediately prior to such meeting or resolution, having approved of such change;

(e)“Consultant” means a person or company, other than an employee, executive officer or director of the Company or an Affiliate, that: (i) is engaged to provide services to the Company or an Affiliate, other than services provided in relation to a distribution, (ii) provides the services under a written contract with the Company or an Affiliate, and (iii) spends or will spend a significant amount of time and attention on the affairs and business of the Company or an Affiliate, and includes, for an individual consultant, a corporation of which the individual consultant is an employee or shareholder, and a partnership of which the individual consultant is an employee or partner; provided however, a person or company shall not be treated as a Consultant if ineligible to receive a grant under the Company’s Form S-8 Registration Statement covering the issuance of shares under the Plan as in effect at the time immediately prior to payment of the Exercise Price;

(f)“Company” means Akumin Inc. or any successor thereof;

(g)“Date of Grant” means the date on which a particular Stock Option is granted to an Eligible Person under the Plan as evidenced by written resolutions; provided, however, that with respect to a Participant who is subject to US income tax, the Date of Grant shall be determined under Treasury Regulation Section 1.409A-1(b)(5)(vi)(B);

(h)“Disability” means the inability of a Participant to perform the duties associated with his or her position for 270 consecutive days as a result of his or her incapacity due to physical or mental illness;

(i)“Eligible Person” means, subject to all applicable laws, any employee, executive officer, director or Consultant of (i) the Company or (ii) any Affiliate of the Company (and includes any such person who is on a leave of absence authorized by the Board or the board of directors of any Affiliate), and also includes any Permitted Assign of any such person;

(j)“Exercise Period” means the period from the Vesting Date to the Expiry Date, both inclusive, during which a particular Stock Option may be exercised;

(k)“Exercise Price” means, with respect to a Stock Option:

(i)if, on the Date of Grant, the Shares are not listed on a Stock Exchange, such amount as the Board may determine as being the fair market value of the Shares as at that date; and

(ii)if, on the Date of Grant, the Shares are listed on a Stock Exchange, the volume weighted average trading price of the Shares on such Stock Exchange for the five (5) trading days immediately preceding the day on which the Stock Option is granted, or such greater amount as the Board may determine; provided, however, that the Exercise Price of a Stock Option shall not be less than the minimum Exercise Price required by either the applicable rules of the Stock Exchange and, with respect to a Participant who is subject to U.S. income tax, the stock rights exemption under Treasury Regulation 1.409A-1(b)(5);

(l)“Expiry Date” means the date after which a particular Stock Option can no longer be exercised, subject to amendment in accordance with the terms hereof;

(m)“Governmental Entity” means any applicable (a) multinational, federal, provincial, state, municipal, local or other governmental or public department, commission, board, bureau or agency, (b) any subdivision or authority of any of the foregoing, or (c) any quasi-governmental body exercising (with proper jurisdiction) any regulatory or taxing authority under or in respect of any of the above;

(n)“holding entity” means a holding entity within the meaning of National Instrument 45-106 – Prospectus Exemptions, as amended or replaced from time to time;

(o)“insider” means:

(i)a director or officer of the Company,

(ii)a director or officer of a person or company that is itself an insider or subsidiary of the Company, or

(iii)a person or company that has,

(A)beneficial ownership of, or control or direction over, directly or indirectly, securities of the Company carrying more than 10 per cent of the voting rights attached to all the Company’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution, or

(B)a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of the Company carrying more than 10 per cent of the voting rights attached to all the Company’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution;

(p)“Involuntary Termination” means

(i)in respect of any employee or executive officer of the Company or any of its Affiliates:

(A)any express or implied termination by the Company or any of its Affiliates of such employee or executive officer’s employment which is not due to the termination of his or her employment for cause or on account of death or Disability;

(B)the assignment of duties to such employee or executive officer that are materially and negatively inconsistent with his or her position, duties, responsibilities and status immediately prior to such assignment;

(C)any material reduction of such employee’s or executive officer’s total compensation including base salary and incentive compensation package, vacation entitlement or employee benefits; or

(D)any change in excess of 100 kilometres in the location at which the employee or executive officer predominantly performs his or her duties without his or her consent, except for required travel on business to an extent substantially consistent with his or her business obligations; and

(ii)in respect of any director who is not an employee or executive officer of the Company or any of its Affiliates, such director ceasing to be a director for any reason other than as a result of voluntary resignation, death or Disability, including, for greater certainty, ceasing to be a director as a result of resignation following a request therefor or following a material reduction in the director’s compensation, removal or failure to be elected or appointed.

(q)“Notice of Grant” means a notice of grant in substantially the form attached hereto as Schedule “A”;

(r)“Participant” means an Eligible Person to whom a Stock Option has been granted;

(s)“Permitted Assign” means, with respect to an employee, executive officer, director or Consultant of the Company or an Affiliate, any of the following persons to the extent permitted under the Company’s Form S-8 Registration Statement covering the issuance of shares under the Plan as in effect at the time of the proposed assignment:

(i)a trustee, custodian or administrator acting on behalf of, or for the benefit of the person;

(ii)a holding entity of the person;

(iii)an RRSP or RRIF of the person;

(iv)a spouse of the person;

(v)a trustee, custodian or administrator acting on behalf of, or for the benefit of the spouse of the person;

(vi)a holding entity of the spouse of the person; or

(vii)an RRSP or a RRIF of the spouse of the person.

(t)“Plan” means this Amended and Restated Stock Option Plan;

(u)“Reserved for Issuance” means Shares which may be issued upon the exercise of Stock Options;

(v)“RRIF” means a registered retirement income fund as defined in the Income Tax Act (Canada);

(w)“RRSP” means a registered retirement savings plan as defined in the Income Tax Act (Canada);

(x)“Shares” means common shares in the capital of the Company, or any other shares of the Company as the Board may from time to time determine, and includes any shares of the Company into which such shares may be changed, classified, reclassified, subdivided, consolidated or converted from time to time;

(y)“Stock Option” means an option to purchase Shares from treasury granted hereunder to a Participant;

(z)“Stock Exchange” means the National Association of Securities Dealers Automated Quotations (Nasdaq) or such other stock exchange or quotation system on which the Shares are listed or quoted from time to time;

(aa)“Substitution Event” means (i) a Change of Control, or (ii) a merger, amalgamation, arrangement, business combination or other transaction pursuant to which the Shares of the Company are converted into, or exchanged for, other property, whether in the form of securities of another corporation, cash or otherwise;

(ab)“Termination Date” means the date on which a Participant ceases to be an Eligible Person;

(ac)“Transfer” includes any sale, exchange, assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance, grant of security interest or other arrangement by which possession, legal title, beneficial ownership or the risk of economic exposure passes from one person to another, or to the same person in a different capacity, whether or not voluntary or not voluntary and whether or not for value, and any agreement to effect any of the foregoing; and

(ad)“Vesting Date” means the date or dates determined in accordance with Section 2.3 on and after which a particular Stock Option, or any part thereof, may be exercised, subject to amendment or acceleration from time to time in accordance with the terms hereof.

(2)In this Plan words importing the singular number include the plural and vice versa and words importing the masculine gender includes the feminine.

(3)Except as otherwise specifically provided to the contrary below, this Plan is to be governed by and interpreted in accordance with the laws of the State of Delaware.

Section 1.2Administration

(a)The Board, or such committee of the Board to which the Board may choose to delegate such authority, will administer this Plan. In the event of such delegation, all references to the term “Board” will be deemed to include references to such committee.

(b)Subject to the limitations of this Plan, the Board has the authority: (i) to grant Options to purchase Shares to Eligible Persons; (ii) to determine the terms, including the limitations, restrictions, vesting period and conditions, if any, upon such grants; (iii) to interpret this Plan and to adopt, amend and rescind such administrative guidelines and other rules relating to this Plan as it may from time to time deem advisable, subject to required prior approval by any applicable

Stock Exchange or Governmental Entity; and (iv) to make all other determinations and to take all other actions in connection with the implementation and administration of this Plan as it may deem necessary or advisable. The Board’s guidelines, rules, interpretations and determinations will be conclusive and binding upon the Company and all Participants and Eligible Persons. No member of the Board or any person acting pursuant to authority delegated by it hereunder shall be liable for any action or determination in connection with the Plan made or taken in good faith, and the Company shall indemnify and save harmless each member of the Board with respect to any such action or determination provided that it was made or taken in good faith.

Section 1.3Shares Reserved

(a)The maximum number of Shares Reserved for Issuance under the Plan (and under any other share compensation arrangements of the Company) shall be equal to 10% of the number of shares in the capital of the Company that are outstanding from time to time. For greater certainty, any increase in the issued and outstanding Shares will result in an increase in the available number of the Shares issuable under the Plan, and any exercise of options will make new grants available under the Plan.

(b)In addition to the foregoing,

(i)the number of Shares issuable to insiders, at any time, under all security based compensation arrangements of the Company, cannot exceed 10% of the number of Shares in the capital of the Company that are outstanding from time to time; and

(ii)the number of Shares issued to insiders, within any one year period, under all security based compensation arrangements, cannot exceed 10% of the number of Shares in the capital of the Company that are outstanding from time to time.

Article 2
SHARE OPTION PLAN

Section 2.1Application

Grants of Stock Options to Eligible Persons shall be governed by this Article 2.

Section 2.2Grants

The Board may from time to time in its sole discretion determine those Eligible Persons, if any, to whom Stock Options are to be granted, the terms of any such grant and the number of Shares in respect of which each Stock Option may be exercised. The award of a Stock Option to an Eligible Person at any time shall neither entitle such Eligible Person to receive nor preclude such Eligible Person from receiving a subsequent Stock Option.

Section 2.3Expiry Date; Vesting of Options

(a)Subject to Section 2.5 and any applicable rules of the Stock Exchange, and unless otherwise fixed by the Board at the time the particular Stock Option is granted and set forth in the Notice of Grant, the Expiry Date of a Stock Option will be the seventh (7th) anniversary of the Date of Grant.

(b)Unless otherwise fixed by the Board at the time the particular Stock Option is granted and set forth in the Notice of Grant, or unless otherwise determined by the Board in its sole discretion at or any time following the date that a particular

Stock Option is granted, and subject to Section 2.5, Stock Options will vest over a three (3) year period and may be exercised in whole or in part at any time from time to time as follows:


PERIOD			NUMBER OF STOCK OPTIONS VESTED
On or after the first anniversary of Date of Grant			34%
On or after the second anniversary of Date of Grant			33%
On or after the third anniversary of Date of Grant			33%

Section 2.4Exercise Price

The exercise price for the Shares underlying a Stock Option will be not less than the Exercise Price.

Section 2.5Termination, Retirement, Death, Departure

Any Stock Option or part thereof not exercised within the Exercise Period will terminate and become null, void and of no effect as of the day immediately following the Expiry Date determined under Section 2.3(a) hereof, unless the Expiry Date is determined to be an earlier date as follows:

(a)Death – The Expiry Date of a Stock Option held by a Participant that had vested immediately prior to his or her death will be the earlier of the expiry date shown on the relevant Notice of Grant and the date that is one hundred and eighty (180) days after the date of his or her death. Stock Options that are outstanding but unvested immediately prior to a Participant’s death will immediately terminate and become null, void and of no effect upon the death of the Participant. If a Participant dies, the legal representatives of the Participant may exercise such of the Participant’s Stock Options that, by their terms, were exercisable on the date of death, prior to the Expiry Date.

(b)Disability – In the event of the Disability of a Participant, the Board may in its discretion determine that such Participant shall no longer be an Eligible Person. In the event a Participant ceases to be an Eligible Person as a result of Disability, then the Expiry Date of a Stock Option that had vested on the date such Participant ceases to be an Eligible Person will be the earlier of the expiry date shown on the relevant Notice of Grant and the date one hundred and eighty (180) days following the date such Participant ceases to be an Eligible Person. Stock Options that are outstanding but unvested on the date such Participant ceases to be an Eligible Person will immediately terminate and become null, void and of no effect.

(c)Retirement – In the event a Participant ceases to be an Eligible Person as a result of his or her retirement in accordance with the Company’s then applicable retirement policy or a determination of the Board, the Expiry Date of a Stock Option that had vested on the date such Participant ceases to be an Eligible Person will be the earlier of the Expiry Date shown on the relevant Notice of Grant and the date one hundred and eighty (180) days following the date such Participant ceases to be an Eligible Person. The Stock Options that are outstanding but unvested on the date such Participant ceases to be an Eligible Person will immediately terminate and become null, void and of no effect.

(d)Termination for Cause – If the employment of a Participant is terminated for cause, all vested and unvested Stock Options held by such Participant will immediately terminate and become null, void and of no effect on the date on

which the Company, or any of its Affiliates, gives a notice of termination for cause to such Participant. For purposes of the Plan, a Participant’s employment shall conclusively be deemed to have been terminated for cause on the date that such Participant received notice of termination (and for greater certainty shall not include any notice period required by any applicable statute or common law).

(e)Voluntary Resignation or Termination without Cause – In the event a Participant ceases to be an Eligible Person as a result of his or her voluntary resignation or termination without cause from any position or employment with the Company or its Affiliates (other than his or her retirement), then the Expiry Date of a Stock Option that had vested on the date such Participant ceases to be an Eligible Person will be the earlier of the Expiry Date shown on the relevant Notice of Grant and the date thirty (30) days following the date such Participant ceases to be an Eligible Person. The Stock Options that are outstanding but unvested on the date such Participant ceases to be an Eligible Person will, subject to Section 5.1, immediately terminate and become null, void and of no effect. For purposes of the Plan, a Participant’s employment shall conclusively be deemed to have ceased on the date that such Participant ceases to be actually and actively employed by the Company or its Affiliates (and for greater certainty shall not include any notice period required by any applicable statute or common law).

(f)Ceasing to be a Director – In the event that a Participant who is a director of the Company (and not an employee or executive officer of the Company or any of its Affiliates) ceases to be a director, then the Expiry Date of a Stock Option that had vested on the date such Participant ceases to be a director will be the earlier of the Expiry Date shown on the relevant Notice of Grant and the date that is one hundred and eighty (180) days following the date such Participant ceases to be an Eligible Person. The Stock Options that are outstanding but unvested on the date such Participant ceases to be a director will, subject to Section 5.1, immediately terminate and become null, void and of no effect.

(g)Discretion of Board – Notwithstanding Section 2.5(a), (b), (c), (d), (e) or (f) above, but subject to applicable laws, rules and regulations of any applicable Stock Exchange or Governmental Entity, the Board may, in its sole discretion, extend the Expiry Date of any Stock Options in whole or in part, but in no event later than the earlier of ten years after the Date of Grant or the maximum term permitted in Section 2.3(a) above.

Section 2.6Notice of Grant

Each Stock Option must be confirmed, and will be governed, by a Notice of Grant signed by the Company and the Participant.

Section 2.7Payment of Exercise Price; Exercise of Stock Options

(a)Stock Options may only be exercised by the Participant or his or her legal representative. Participants may exercise their Stock Options, subject to the restrictions set out below, to acquire Shares by delivering to the Company a notice of option exercise (the “Exercise Notice”), substantially in the form attached hereto as Schedule “B”, together with a bank draft or certified cheque in an amount equal to the aggregate Exercise Price of the Shares to be purchased pursuant to the exercise of Stock Options or pursuant to any cashless exercise program in effect from time to time (if applicable).

(b)Notwithstanding Section 2.7(a) hereof, but subject to any adjustments contemplated by Section 5.2, Stock Options may not be exercised unless the aggregate purchase price of the Shares acquired on exercise of such Stock Options is greater than or equal to CDN$1,000.

(c)Subject to any provisions of the Plan to the contrary, including Section 5.8 below, as soon as practicable following the receipt of the Exercise Notice and a bank draft or certified cheque in accordance with Section 2.7(a), the Company will deliver to the Participant a certificate for the Shares so purchased.

(d)Subject to Section 5.8 below, the issuance of Shares by the Company to a Participant pursuant to the exercise of any Stock Option is subject to compliance with all applicable laws, rules and regulations of all Governmental Entities applicable to the issuance and distribution of such Shares and to the requirements of any Stock Exchange on which the Shares may be listed or quoted, including any requirements with respect to the legending of certificates representing the Shares issued pursuant to the exercise of any Stock Option. The Participant agrees: (i) to comply with all such laws, rules, regulations and requirements, (ii) to furnish to the Company any information, report and/or undertakings required to comply with all such laws, rules, regulations and requirements, and (iii) to fully cooperate with the Company in complying with such laws, rules, regulations and requirements.

(e)Any Stock Option granted under the Plan shall be subject to the provision that the Company shall require the Participant to reimburse the Company for any amounts required to be paid by the Company to any taxing or other Governmental Entity on behalf of the Participant or on its own behalf in respect of the grant of the Options hereunder or the issuance or disposition of the Shares including, without limitation, excise, employment, income or withholding taxes. In lieu thereof, the grant of the Stock Options and the issuance of the Shares upon the exercise thereof by the Participant is conditional upon the Company's reservation, in its discretion, of the right to withhold, consistent with any applicable law, from any compensation or other amounts payable to the Participant, any amounts required to be paid by the Company to any taxing or other Governmental Entity on behalf of the Participant or its own behalf under any federal, provincial, state or local law as a result of the grant or exercise of the Stock Option or the issuance or disposition of the Shares. To the extent that compensation or other amounts, if any, payable to the Participant are insufficient to pay any amounts required to be so paid by the Company, the Company may, in its sole discretion, require the Participant, as a condition to the exercise of the Stock Option, to pay in bank draft or by certified cheque to the Company an amount sufficient to cover such liability or otherwise make adequate provision for the Company's satisfaction of its obligations under federal, provincial, state and/or local law, including, without limitation, (i) the holding by the Company of the share certificate to which the Participant is entitled upon the exercise of the Option as security for the payment of such obligation, until cash sufficient to pay that liability has accumulated; (ii) to retain some or all of the Shares, having a fair market value at the date of the exercise of the Option which is equal to the amount of the Company's obligations set forth above; or (iii) to direct the Participant's selling broker to withhold from the proceeds realized from the sale of the Shares an amount which is equal to the Company's obligations set forth above and to pay such amount directly to the Company.

(f)In the event that a Participant receives Shares from the Company in satisfaction of a grant of Stock Options during a Company-imposed black-out period, the Participant shall not be entitled to sell or otherwise dispose of such Shares until such black-out period has expired. In the event that a Participant’s Stock Options are set to expire during a black-out period, such expiry date shall be automatically extended for ten (10) business days after the expiry of the black-out period following the date the relevant black-out period is lifted, terminated or removed, but not later than the earlier of ten years after the Date of Grant or the maximum term permitted in Section 2.3(a) above.

Section 2.8Amendment of Option Terms

(1)The Board may, subject to any necessary regulatory approval, at its discretion from time to time, amend the Plan and the terms and conditions of any Stock Option thereafter to be granted and, without limiting the generality of the foregoing, may make such amendment for the purpose of complying with any changes in any relevant law, rule, regulation, regulatory requirement or requirement of the Stock Exchange, or for any other purpose which may be permitted by law, provided always that any such amendment will:

(a)not adversely alter or impair any Stock Option previously granted except as permitted by the terms of this Plan;

(b)be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the Stock Exchange; and

(c)be subject to shareholder approval, where required by law, the requirements of the Stock Exchange or this Plan or any Governmental Entity.

(2)Subject to Section 2.8(1), the Board may from time to time, in its discretion and without the approval of shareholders or Participants, make changes to the Plan or any Stock Option that does not require the approval of Shareholders under Section 2.8(3) (if applicable), which may include but are not limited to:

(a)any amendment of a “housekeeping” nature, including without limitation those made to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan regarding administration of the Plan;

(b)changes that alter, extend or accelerate the terms of vesting or settlement applicable to any Stock Options;

(c)any amendment to the Plan respecting administration and eligibility for participation under the Plan; and

(d)an amendment of the Plan or a Stock Option as necessary to comply with applicable law or the requirements of the Stock Exchange or any other Governmental Entity or regulatory body having authority over the Company, the Plan, the Participants or the shareholders.

(3)Shareholder approval is required for the following amendments to the Plan:

(a)any increase in the maximum number of Shares that may be issuable from treasury pursuant to Stock Options granted under the Plan (as set out in Section 2.2), other than an adjustment pursuant to Section 5.2;

(b)extends the time for which a Stock Option expires beyond its original expiry date;

(c)is required to comply with Stock Exchange listing requirements; and

(d)any amendment to Section 2.8(2) and this Section 2.8(3).

Section 2.9Assignment of Stock Options

Stock Options (and any rights thereunder) are not assignable or Transferable. Any purported assignment or Transfer of Stock Options will not be recognized by the Company and

will result in the immediate expiry and termination of any such Stock Options and any rights relating thereto.

Section 2.10Repricing

Without prior stockholder approval the Board may (a) reprice Stock Options (and where such repricing is a reduction in the Exercise Price of outstanding Options, the consent of the affected Participants is not required provided written notice is provided to them, notwithstanding any adverse tax consequences to them arising from the repricing), and (b) with the consent of the respective Participants (unless not required pursuant to Article 3 of the Plan), pay cash in exchange for the surrender and cancellation of any, or all, outstanding Options.

Section 2.11Voting and Dividends

No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares.

Section 2.12Alternative Share Compensation Arrangements

Notwithstanding any other provision of this Plan, the Board may, in its discretion, enter into alternative share compensation arrangements with non-resident directors of the Company if the Board determines that the tax consequences of granting Stock Options under this Plan to such non-resident directors are adverse to such non-resident directors as compared to the tax consequences of Stock Option grants to directors that are not non-residents. In such circumstances the Board may choose to structure an alternative share compensation arrangement that does not provide adverse tax consequences to such non-resident directors, but that is substantially economically equivalent, in the Board’s determination, to the grant of Stock Options under the Plan and is not otherwise materially prejudicial to the Company. For greater certainty, any Shares issued pursuant to any alternative share compensation arrangements under this Section 2.10 shall be considered to be Stock Options for the purposes of determining the number of Shares issuable pursuant to this Plan.

Article 3
ASSUMPTION OR SUBSTITUTION OF STOCK OPTIONS

Section 3.1Substitution

(a)In the event of a Substitution Event, any surviving or acquiring corporation must, unless Article 4 applies:

(i)assume any Stock Option outstanding under the Plan on substantially the same economic terms and conditions as the Plan; or

(ii)substitute or replace similar stock options (including an award to acquire the same consideration paid to the securityholders of the Company in the transaction effecting the Substitution Event) for those Stock Options outstanding under the Plan on substantially the same economic terms and conditions as the Plan.

(b)In the event any surviving or acquiring Company neglects or refuses (as determined by the Board, acting reasonably) to assume any Stock Options or to substitute or replace similar stock options for those outstanding Stock Options under the Plan in connection with a Substitution Event, then with respect to any Stock Options held by Participants, the vesting of such Stock Options (and, if applicable, the time during which such Stock Options may be exercised) will

automatically and without further action by the Board or the Company be immediately accelerated so that such Stock Options will be fully vested. In addition, in such event, the Board may determine that outstanding Stock Options will terminate if not exercised (if applicable) at or prior to such Substitution Event.

(c)No fractional Shares or other security will be issued upon the exercise of any Stock Option and, accordingly, if as a result of a Substitution Event or otherwise, a Participant would become entitled to a fractional Share or other security, such Participant will have the right to acquire only the next lowest whole number of Shares or other security and no payment or other adjustment will be made with respect to the fractional interest so disregarded; provided, however, that a cash payment equal to the value of all fractional interests disregarded pursuant to this Section 3.1(c) shall be made to a Participant if the number of Stock Options so disregarded exceeds five percent (5%) of the total number of Stock Options exercised by such Participant.

(d)Notwithstanding any other provision of this Plan, in the event of a potential Substitution Event, the Board may, in its discretion: (i) terminate, conditionally or otherwise and on such terms as it sees fit, the Stock Options not exercised following successful completion of such Substitution Event; and (ii) accelerate, conditionally or otherwise and on such terms as it sees fit, the Vesting Date or otherwise modify the terms of the Stock Options to assist the Participants to obtain the advantage of holding Shares during the Substitution Event. If the Substitution Event referred to in this Article 3 is not completed during the time specified therein (as the same may be extended), the Stock Options which vested pursuant to this Article 3 must be returned by the Participant to the Company and will be reinstated as unvested Stock Options and the original terms applicable to such Stock Options will apply. If any of the Stock Options that vested pursuant to this Article 3 were exercised, such Shares must be returned to the Company for cancellation. The determination of the Board in respect of any such Substitution Event will for the purposes of this Plan be final, conclusive and binding.

Article 4
TAKE-OVER BIDS

Section 4.1Take-over Bids

(a)In the event of a “potential change of control following a take-over bid” (as defined herein), the Board may, in its discretion, conditionally or otherwise and on such terms as it sees fit, accelerate the Vesting Date of all of a Participant’s unvested Stock Options to a date prior to the expiry date of such bid or offer, such that all of a Participant’s Stock Options will immediately vest at such time and the Vesting Date in connection with such Stock Options will be adjusted accordingly. In such event, all Stock Options so vested will be exercisable, conditionally or otherwise, from such date until their respective Expiry Dates so as to permit the Participant to tender the Shares received upon such exercise pursuant to the bid or offer. For purposes of this Article 4, a “potential change of control following a take-over bid” will be deemed to occur upon a formal bid or tender offer for Shares being made as a result of which the offeror and its affiliates would, if successful, beneficially own, directly or indirectly, fifty percent (50%) or more of the Shares then outstanding.

(b)Notwithstanding any other provisions of this Plan, in the event of a potential change of control following a take-over bid, the Board will have the power, if determined appropriate (i) to terminate, conditionally or otherwise and on such terms as it sees fit, the Stock Options not exercised following successful completion of such event, and/or (ii) to modify the terms of the Stock Options,

conditionally or otherwise and on such terms as it sees fit, in order to assist the Participants to tender their securities into the take-over bid, including for greater certainty permitting such Participants to exercise their Stock Options on a “cashless” basis. For greater certainty, in the event that the acquiring entity acquires one hundred percent (100%) of the outstanding Shares following the take-over bid, the Board will have the power, if determined appropriate, to terminate the Stock Options not exercised upon the expiry of the time period for tendering to the acquiring entity for purchase.

(c)If the take-over bid referred to in Section 4.1(a) is not completed within the time specified therein (as the same may be extended), the Stock Options that vested pursuant to Section 4.1(a) (if any) must be returned by the Participant to the Company and will be reinstated as unvested Stock Options and the original terms applicable to such Stock Options will apply. If any of the Stock Options that vested pursuant to this Section 4.1(a) (if any) were exercised, such Shares must be returned to the Company for cancellation. The determination of the Board with respect to any such event will for the purposes of this Plan be final, conclusive and binding.

Article 5
MISCELLANEOUS

Section 5.1Involuntary Termination

In the event of an Involuntary Termination of the Participant at any time within the ninety (90) day period prior to or the one hundred and eighty (180) day period following the date of completion of the transaction effecting a Substitution Event, all of the Participant’s unvested Stock Options will immediately vest, and the Vesting Date in connection with such Stock Options will be adjusted accordingly.

Section 5.2Capital Adjustments

If there is any change in the outstanding Shares by reason of a stock dividend or split, recapitalization, consolidation, combination or exchange of shares, reclassification, conversion or other fundamental corporate change, the Board will make, subject to any prior approval required of the Stock Exchange or other applicable Governmental Entities, if any, an appropriate substitution or adjustment to the Shares or other securities of the Company, including in (i) the number or kind of shares or other securities reserved for issuance pursuant to this Plan; and (ii) the exercise price of those unexercised Stock Options; provided, however, that no substitution or adjustment will obligate the Company to issue fractional Shares upon the exercise of a Stock Option.

Section 5.3Non-Exclusivity

Nothing contained herein will prevent the Board from adopting other or additional compensation arrangements for the benefit of any Eligible Person or Participant, subject to any required Stock Exchange, regulatory or shareholder approval.

Section 5.4Termination

(a)The Board may amend, suspend or terminate this Plan or any portion thereof at any time in accordance with applicable legislation, and subject to any required regulatory or shareholder approval. Subject to Articles 3 and 4 hereof, no amendment, suspension or termination will alter or impair any Stock Options under the Plan, or any rights pursuant thereto, granted previously to any Participant without the consent of that Participant.

(b)If this Plan is terminated, the provisions of this Plan and any administrative guidelines, and other rules adopted by the Board and in force at the time of this

Plan, will continue in effect as long as any Stock Options under the Plan or any rights pursuant thereto remain outstanding. However, notwithstanding the termination of the Plan, the Board may make any amendments to the Plan or Stock Options it would be entitled to make if the Plan were still in effect.

Section 5.5Compliance with Legislation

The Board may postpone or adjust the exercise of any Stock Option or the issue of any Shares pursuant to this Plan as the Board in its discretion may deem necessary in order to permit the Company to effect or maintain qualification of this Plan or the Shares issuable pursuant thereto under the securities laws of any applicable jurisdiction, or to determine that the Shares and this Plan are exempt from such registration. The Company is not obligated by any provision of this Plan or any grant hereunder to sell or issue shares in violation of any applicable law. In addition, if the Shares are listed on a Stock Exchange, the Company will have no obligation to issue any Shares pursuant to this Plan unless the Shares have been duly listed, upon official notice of issuance, on the Stock Exchange on which the Shares are listed for trading.

Section 5.6Effective Date; Term

This restatement of the Plan will become effective upon its approval by the Board and the Company’s stockholders in accordance with applicable law. Unless earlier terminated as provided herein, this restatement of the Plan will become effective on the Effective Date and will terminate ten (10) years from the date this Plan is adopted by the Board. The restatement of the Plan shall only apply to Stock Options granted on or after the Effective Date.

Section 5.7Stockholder Approval

This Plan will be submitted for the approval of the Company’s stockholders, consistent with applicable laws, within twelve (12) months before or after the date this Plan is adopted by the Board.

Section 5.8Securities Law Compliance and other Regulatory Requirements

A Stock Option will not be effective unless it is granted in compliance with all applicable U.S. and foreign federal and state securities and exchange control and other laws, rules, and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares underlying the Stock Options may then be listed or quoted, as they are in effect on the Date of Grant of the Stock Option and also on the date of exercise or other issuance. Notwithstanding any other provision in the Plan, the Company will have no obligation to issue or deliver certificates for hares under the Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable and/or (b) completion of any registration or other qualification of such Shares under any state, federal, or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the U.S. Securities and Exchange Commission or to effect compliance with the registration, qualification, or listing requirements of any foreign or state securities laws, exchange control laws, stock exchange, or automated quotation system, and the Company will have no liability for any inability or failure to do so.

Section 5.9Insider Trading Policy

Each Participant who receives a Stock Option will comply with any policy adopted by the Company from time to time covering transactions in the Company’s securities by Eligible Persons, as well as with any applicable insider trading or market abuse laws to which the Participant may be subject.

Section 5.10All Awards Subject to Company Clawback or Recoupment Policy

All Stock Options, subject to applicable law, will be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law or Stock Exchange listing requirement during the term of a Participant’s employment or other service with the Company that is applicable to officers, Employees, Directors. Consultants or other service providers of the Company, and in addition to any other remedies available under such policy and applicable law, may require the cancellation of outstanding Stock Options and the recoupment of any gains realized with respect to Stock Options.

Section 5.11No Other Rights

Nothing herein contained and no grant of Stock Options pursuant to the Plan shall be deemed to give any Eligible Person the right to be retained as an Eligible Person or the right to be retained as an employee, executive officer, director or Consultant of the Company. For greater certainty, a period of notice, if any, or payment in lieu thereof, upon termination of employment, wrongful or otherwise, shall not be considered as extending the period of employment for the purposes of the Plan. Stock Options are not Shares, and the grant of a Stock Option to an Eligible Person does not entitle such Eligible Person to any rights as a shareholder of the Company.

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SCHEDULE “A”
NOTICE OF GRANT OF STOCK OPTIONS

AKUMIN INC.

Telephone:

Facsimile:

[Date]

[Name & Address]

Dear [Name]:

This is to advise you that in recognition of your contribution to our business, you have been selected to participate in the Amended and Restated Stock Option Plan (the “Plan”) of Akumin Inc. (the “Company”). On you were granted a stock option to acquire ______ Shares of the Company at a price of $ per Share.

Your stock option is subject to the provisions of the Plan, a copy of which is attached to this notice. The stock option granted to you by the Company will be vested in accordance the Plan and as follows:


PERIOD			NUMBER OF STOCK OPTIONS VESTED
On or after the first anniversary of Date of Grant			34%
On or after the second anniversary of Date of Grant			33%
On or after the third anniversary of Date of Grant			33%

The Expiry Date of your stock options is ____________________.

By accepting this grant you represent and warrant to the Company that your participation in the Plan is voluntary and that you have not been induced to participate by expectation of engagement, appointment, employment, continued engagement, continued appointment or continued employment, as applicable.

The grant of options described above is strictly confidential and the information concerning the number or price of Shares granted under this option should not be disclosed to anyone.

Yours sincerely,

Riadh Zine

President and Chief Executive Officer

The undersigned acknowledges receipt of a copy of the Plan and acknowledges and agrees that the undersigned’s Stock Options are subject to and governed by the provisions of the Plan.

Dated this _____ day of __________, 20__.

A - 1

_____________________________

[Name]

A - 2

SCHEDULE “B”
NOTICE OF OPTION EXERCISE

AKUMIN INC.
AMENDED AND RESTATED STOCK OPTION PLAN

To: President and Chief Executive Officer, Akumin Inc. (the “Company”)

Please be advised that in connection with stock options granted to me under the Company’s Amended and Restated Stock Option Plan pursuant to the Notice of Grant of Stock Options dated _____________ (the “Stock Options”), the undersigned hereby wishes to exercise his or her option to purchase _____________ Shares (the “Option Shares”) in the capital of the Company at a price of $___________ per Option Share, for a total payment of $_____________ (the “Exercise Payment”). I hereby agree to assist the Company in the filing of, and will file on a timely basis, all reports that I may be required to file under applicable securities laws. I understand that the fair market value assigned to my Stock Options for income tax purposes will be the closing price of the Shares of the Company on the Stock Exchange on the date of this exercise or as otherwise determined by the Company if the Shares are not then listed on a Stock Exchange. I further understand that this request to exercise my Stock Options is irrevocable.

Please find enclosed a bank draft or certified cheque in the amount of $____________________, representing the aggregate Exercise Payment payable to the Company in full payment for the Option Shares.

The Option Shares issued on the exercise of my Stock Options specified above are to be registered as follows:


(Print Registree’s Name)
(Address)

(Telephone Number)
(Facsimile Number)						(Optionee’s Signature)
(E-Mail Address)						(Date)

B - 1

Exhibit 10.3

AKUMIN INC.

AMENDED AND RESTATED
RESTRICTED SHARE UNIT PLAN

Adopted as of
April 18, 2023

AKUMIN INC.
AMENDED AND RESTATED RESTRICTED SHARE UNIT PLAN

The purpose of this Amended and Restated Restricted Share Unit Plan (the “Plan”) is to advance the interests of the Company and its shareholders by providing to the directors, officers, employees and consultants of the Company a performance incentive for continued and improved services with the Company and its Affiliates.

Article 1
INTERPRETATION

Section 1.1Definitions

For the purposes of this Plan, the following terms shall have the following meanings:

(b)“Applicable Withholding Taxes” has the meaning given to that term in Section 2.6(1);

(c)“Board” means the Board of Directors of the Company or, as applicable, such committee of the Board to which the Board may choose to delegate authority to administer the Plan or such persons subject to such terms and conditions as are permitted in accordance with Delaware corporate law;

(d)“Business Day” means any day other than a Saturday, Sunday or statutory or civic holiday in the City of Toronto, Ontario;

(e)“Cause” (i) if the Participant has a written employment agreement with the Company or an Affiliate in which “cause” is defined, “cause” as defined therein; or otherwise (ii) (A) the inability of the Participant to perform his duties due to a legal impediment such as an injunction, restraining order or other type of judicial judgment, decree or order entered against the Participant; (B) excessive absenteeism, flagrant neglect of duties, serious misconduct, or conviction of fraud; and (C) any other act or omission of the Participant which would in law permit an employer to, without notice or payment in lieu of notice, terminate the employment of an employee;

(f)“Change of Control” means:

(i)a reorganization, amalgamation, merger or other business combination (or a plan of arrangement in connection with any of the foregoing), other than solely involving the Company and any one or more of its Affiliates, with respect to which all or substantially all of the persons who were the beneficial owners of the Shares and other securities of the Company immediately prior to such reorganization, amalgamation, merger, business combination or plan of arrangement do not, following the completion of such reorganization, amalgamation, merger, business combination or plan of arrangement, beneficially own, directly or

indirectly, more than fifty percent (50%) of the resulting voting rights (on a fully-diluted basis) of the Company or its successor;

(ii)the sale to a person, other than an Affiliate of the Company, of all or substantially all of the Company’s assets; or

(g)“Consultant” means a person or company, other than an employee, executive officer or director of the Company or an Affiliate, that: (i) is engaged to provide services to the Company or an Affiliate, other than services provided in relation to a distribution, (ii) provides the services under a written contract with the Company or an Affiliate, and (iii) spends or will spend a significant amount of time and attention on the affairs and business of the Company or an Affiliate, and includes, for an individual consultant, a corporation of which the individual consultant is an employee or shareholder, and a partnership of which the individual consultant is an employee or partner; provided however, a person or company shall not be treated as a Consultant if ineligible to receive a grant under the Company’s Form S-8 Registration Statement covering the issuance of shares under the Plan as in effect at the time immediately prior to payment of the Exercise Price;

(h)“Company” means Akumin Inc. and its respective successors and assigns;

(i)“Date of Grant” means the date on which a particular Restricted Share Unit is granted to an Eligible Person under the Plan as evidenced by written resolutions;

(j)“Disability” means the inability of a Participant to perform the duties associated with his position for 270 consecutive days as a result of his incapacity due to physical or mental illness;

(k)“Eligible Person” means, subject to all applicable laws, any employee, executive officer, director or Consultant of (i) the Company or (ii) any Affiliate of the Company (and includes any such person who is on a leave of absence authorized by the Board or the board of directors of any Affiliate), and also includes any Permitted Assign of any such person;

(l)“Expire” means, with respect to a Restricted Share Unit, the termination of such Restricted Share Unit, on the occurrence of which such Restricted Share Unit is void, incapable of settlement, and of no value whatsoever; and Expires and Expired have a similar meaning;

(n)“Grant Agreement” means an agreement between the Company and a Participant under which a Restricted Share Unit is granted, substantially in the form attached hereto as Schedule “A“ , as may be amended from time to time;

(o)“insider” means:

(i)a director or officer of the Company,

(ii)a director or officer of a person or company that is itself an insider or subsidiary of the Company, or

(iii)a person or company that has,

(p)“Market Value” means, in relation to a Share, (i) if the Shares are not listed on a Stock Exchange, the fair market value of the Share as determined by the Board; or (ii) if the Shares are listed on one or more Stock Exchanges, the volume weighted average trading price of the Shares on any Stock Exchange on which the Shares are listed for the five (5) immediately preceding trading days;

(q)“Participant” means an Eligible Person to whom a Restricted Share Unit has been granted;

(r)“Permitted Assign” means, with respect to an employee, executive officer, director or Consultant of the Company or any Affiliate, any of the following persons to the extent permitted under the Company’s Form S-8 Registration Statement covering the issuance of shares under the Plan as in effect at the time of the proposed assignment:

(i)a trustee, custodian or administrator acting on behalf of, or for the benefit of the person;

(ii)a holding entity of the person;

(iii)a registered retirement savings plan or registered retirement income fund of the person;

(iv)a spouse of the person;

(v)a trustee, custodian or administrator acting on behalf of, or for the benefit of the spouse of the person;

(vi)a holding entity of the spouse of the person; or

(vii)a registered retirement savings plan or registered retirement income fund of the spouse of the person.

(s)“Plan” means this Amended and Restated Restricted Share Unit Plan, as amended from time to time;

(t)“Restricted Share Unit” or “RSU” means a unit granted or credited to an RSU Participant’s notional account pursuant to the terms of this Plan that, subject to the provisions hereof, entitles an RSU Participant to receive one Share in accordance with the terms set forth in the Plan;

(u)“RSU Settlement Date” has the meaning ascribed thereto in Section 4.1(1);

(v)“Shares” means common shares in the capital of the Company, and includes any shares of the Company into which such shares may be changed, classified, reclassified, subdivided, consolidated or converted from time to time;

(w)“Share Compensation Arrangement” means any stock option, stock option plan, employee stock purchase plan, long-term incentive plan or any other compensation or incentive mechanism of the Company involving the issuance or potential issuance of securities of the Company from treasury, including without limitation a Share purchase from treasury which is financially assisted by the Company by way of a loan, guarantee or otherwise, but does not include any such arrangement which does not involve the issuance from treasury or potential issuance from treasury of securities of the Company;

(x)“Shareholders” means holders of Shares;

(y)“Stock Exchange” means the National Association of Securities Dealers Automated Quotations (Nasdaq) or such other stock exchange on which the Shares are listed or posted for trading from time to time;

(z)“Stock Option Plan” means the Company’s Stock Option Plan adopted as of August 12, 2015, as may be amended from time to time;

(aa)“Termination Date” means the date on which a Participant ceases to be an Eligible Person as a result of a termination of employment or retention with the Corporation or an Affiliate for any reason, including death, retirement, or resignation with or without cause. For the purposes of the Plan, a Participant’s employment or retention with the Corporation or an Affiliate shall be considered to have terminated effective on the last day of the Participant’s actual and active employment or retention with the Corporation or Affiliate, whether such day is selected by agreement with the individual, or unilaterally by the Participant or the Corporation or Affiliate, and whether with or without advance notice to the Participant. For the avoidance of doubt, no period of notice or pay in lieu of notice that is given or that ought to have been given under applicable law in respect of such termination of employment or retention that follows or is in respect of a period after the Participant’s last day of actual and active employment or retention shall be considered as extending the Participant’s period of employment or retention for the purposes of determining his entitlement under the Plan; and

(ab)“Vesting Date” means the date or dates determined in accordance with the terms of the Grant Agreement entered into in respect of such Restricted Share Units (as described in Section 3.2), on and after which a particular Restricted Share Unit will be settled, subject to amendment or acceleration from time to time in accordance with the terms hereof.

Section 1.2Interpretation

(1)Whenever the Board is to exercise discretion or authority in the administration of the terms and conditions of this Plan, the term “discretion” or “authority” means the sole and absolute discretion of the Board.

(2)In the Plan, words importing the singular shall include the plural and vice versa and words importing any gender include any other gender.

(3)Unless otherwise specified in the Participant’s Grant Agreement, all references to money amounts are to United States currency.

(4)As used herein, the terms “Article” and “Section” mean and refer to the specified Article and Section of this Plan, respectively.

(5)The words “including” and “includes” mean “including (or includes) without limitation”.

Article 2
GENERAL PROVISIONS

Section 2.1Administration

(1)The Board shall administer this Plan. Nothing contained herein shall prevent the Board from adopting other or additional Share Compensation Arrangements or other compensation arrangements.

(2)Subject to the terms and conditions set forth herein, the Board has the authority: (i) to grant Restricted Share Units to Participants; (ii) to determine the terms, including the limitations, restrictions, vesting period and other conditions, if any, of such grants; (iii) to interpret this Plan and all agreements entered into hereunder; (iv) to adopt, amend and rescind such administrative guidelines and other rules relating to this Plan as it may from time to time deem advisable, subject to required prior approval by any applicable Stock Exchange or Governmental Entity; and (v) to make all other determinations and to take all other actions in connection with the implementation and administration of this Plan as it may deem necessary or advisable. The Board’s guidelines, rules, interpretations, and determinations shall be conclusive and binding upon the Company, its subsidiaries, and all Participants, Eligible Persons and their legal, personal representatives and beneficiaries.

(3)Notwithstanding the foregoing or any other provision contained herein, the Board shall have the right to delegate the administration and operation of this Plan, in whole or in part, to a committee thereof. For greater certainty, any such delegation by the Board may be revoked at any time at the Board’s sole discretion.

(4)No member of the Board or any person acting pursuant to authority delegated by it hereunder shall be liable for any action or determination in connection with the Plan made or taken in good faith, and the Company shall indemnify and save harmless each member of the Board with respect to any such action or determination provided that it was made or taken in good faith.

(5)The Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issue of any Shares or any other securities in the capital of the Company other than as specifically provided for in the Plan.

(6)The Plan is considered an “evergreen” plan, since the shares covered by RSUs which have been issued shall be available for subsequent grants under the Plan and the

number of RSUs available to grant increases as the number of issued and outstanding shares increases.

Section 2.2Grant of RSUs, Shares Reserved and Participation Limits

(1)Subject to the provisions of this Plan, the Board may grant RSUs to Participants upon the terms, conditions and limitations set forth herein and such other terms, conditions and limitations permitted by and not inconsistent with this Plan as the Board may determine, provided that:

(2)The maximum number of Shares which may be reserved for issuance under this Plan in respect of grants of Restricted Share Units to RSU Participants and pursuant to any other Share Compensation Arrangement of the Company (including under the Stock Option Plan) shall not exceed 10% of the issued and outstanding Shares from time to time on a non-diluted basis.

(3)The number of Shares subject to any grants of RSUs (or portions thereof) that are forfeited, surrendered, cancelled or otherwise terminated prior to the delivery of the Shares pursuant to a grant of RSUs shall automatically become available to be made and subject to new grants under this Plan. In addition, if an option under the Stock Option Plan expires, is forfeited, or is cancelled for any reason, the Shares subject to that option shall be available for grants under this Plan, subject to any required prior approval by the Stock Exchange, if applicable at that time.

(4)In addition to the foregoing,

(a)the number of Shares issuable to insiders, at any time, under all Share Compensation Arrangements of the Company, cannot exceed 10% of the number of Shares in the capital of the Company that are outstanding from time to time; and

(b)the number of Shares issued to insiders, within any one year period, under all Share Compensation Arrangements of the Company, cannot exceed 10% of the number of Shares in the capital of the Company that are outstanding from time to time.

(5)In the event that a Participant receives Shares from the Company in satisfaction of a grant of Restricted Share Units during a Company-imposed black-out period, the Participant shall not be entitled to sell or otherwise dispose of such Shares until such black-out period has expired. In the event that a Participant’s Restricted Shares Units are set to Expire during a black-out period, such expiry date shall be automatically extended for ten (10) Business Days after the expiry of the black-out period following the date the relevant black-out period is lifted, terminated or removed.

Section 2.3Amendment and Termination

(1)The Board may, in its sole discretion, suspend or terminate the Plan at any time or from time to time and/or amend or revise the terms of the Plan or of any Restricted Shares Units granted under the Plan and any Grant Agreement relating thereto provided that such suspension, termination, amendment, or revision shall:

(a)not adversely alter or impair any Restricted Share Unit previously granted except as permitted by the terms of this Plan;

(b)be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the Stock Exchange; and

(c)be subject to Shareholder approval, where required by law, the requirements of the Stock Exchange or this Plan.

(2)If the Plan is terminated, the provisions of the Plan and any administrative guidelines and other rules and regulations adopted by the Board and in force with respect to outstanding Restricted Shares Units will continue in effect as long as any such Restricted Shares Unit or any rights pursuant thereto remain outstanding and, notwithstanding the termination of the Plan, the Board will remain able to make such interpretations and amendments to the Plan or the Restricted Shares Units as they would have been entitled to make if the Plan were still in effect.

(3)Subject to Section 2.3(1), the Board may from time to time, in its discretion and without the approval of Shareholders or Participants, make changes to the Plan or any Restricted Shares Unit that do not require the approval of Shareholders under Section 2.3(4) (if applicable), which may include but are not limited to:

(b)changes that alter, extend or accelerate the terms of vesting or settlement applicable to any Restricted Shares Units;

(c)any amendment to the Plan respecting administration and eligibility for participation under the Plan; and

(d)an amendment of the Plan or a Restricted Shares Unit as necessary to comply with applicable law or the requirements of the Stock Exchange or any other regulatory body having authority over the Company, the Plan, the Participants or the Shareholders.

(4)Shareholder approval is required for the following amendments to the Plan

(a)any increase in the maximum number of Shares that may be issuable from treasury pursuant to Restricted Shares Units granted under the Plan (as set out in Section 2.2), other than an adjustment pursuant to 0;

(b)is required to comply with Stock Exchange listing requirements;

(c)any amendment to Section 2.3(3) and this Section 2.3(4).

Section 2.4Compliance with Legislation

(1)The administration of the Plan (including any amendments thereto), the terms of the grant of any Restricted Shares Unit under the Plan, the grant of Restricted Shares Units, and the Company’s obligation to issue Shares shall be subject to all applicable federal, provincial, state and foreign laws, rules and regulations, the rules and regulations of the Stock Exchange and any other stock exchange on which the Shares are listed or posted for trading, if applicable, and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel to the Company, be required. The Company shall not be obliged by any provision of the Plan or the grant of any Restricted Shares Unit hereunder to issue Shares in violation of such laws, rules and regulations or any condition of such approvals.

(2)No Restricted Shares Unit shall be granted, and no Shares shall be issued hereunder, where such grant or issue would require registration of the Plan or of Shares under the securities laws of any foreign jurisdiction and any purported grant of any Restricted Shares Unit or purported issue of Shares hereunder in violation of this provision shall be void.

(3)If applicable, the Company shall have no obligation to issue any Shares pursuant to this Plan unless upon official notice of issuance such Shares shall have been duly listed with the Stock Exchange (and any other stock exchange on which the Shares are listed or posted for trading). Shares issued to Participants pursuant to the settlement of Restricted Share Units may be subject to limitations on sale or resale under applicable securities laws.

(4)Should the Board, in its sole and absolute discretion and subject to Section 2.3(5) determine that it is not desirable or feasible to provide for the settlement of Restricted Share Units, including by reason of any such laws, regulations, rules, orders or requirements, it shall notify the Participants of such determination and on receipt of such notice each Participant shall have the option of electing that such settlement obligations be satisfied by means of a cash payment by the Company equal to the Market Value of the vested Restricted Share Units. Each Participant shall comply with all such laws, regulations, rules, orders and requirements, and shall furnish the Company with any and all information and undertakings, as may be required to ensure compliance therewith.

Section 2.5Effective Date

The Plan will become effective upon its approval by the Board and the Company’s stockholders in accordance with applicable law. Unless earlier terminated as provided herein, this restatement of the Plan will become effective on the Effective Date and will terminate ten (10) years from the date this Plan is adopted by the Board. The restatement of the Plan shall only apply to Restricted Stock Units granted on or after the Effective Date.

Section 2.6Applicable Tax Withholdings and Deductions

(1)Notwithstanding any other provision contained herein, and together with Section 2.6(3) the Company or the relevant Affiliate, as applicable, shall be entitled to withhold from any amount payable to a Participant, either under this Plan or otherwise, such amounts as may be necessary so as to ensure that the Company or the relevant Affiliate is in compliance with all applicable withholding tax or other source deduction liabilities relating to the settlement of such Restricted Share Units (the “Applicable Withholding Taxes”).

(2)It is the responsibility of the Participant to complete and file any tax returns which may be required within the periods specified in applicable laws as a result of the Participant’s participation in the Plan. The Company shall not be held responsible for any tax consequences to a Participant as a result of the Participant’s participation in the Plan and the Participant shall indemnify and save harmless the Company from and against any and all loss, liability, damage, penalty or expense (including reasonable legal expense), which may be asserted against the Company or which the Company may suffer or incur arising out of, resulting from, or relating in any manner whatsoever to any tax liability in connection therewith.

(3)For greater certainty, no Shares will be issued until:

(a)an amount sufficient to cover the Applicable Withholding Taxes payable on the settlement of Restricted Share Units has been received by the Company; or

(b)if possible, the Participant undertakes to arrange for such number of Shares to be sold as is necessary to raise an amount equal to the Applicable Withholding Taxes, and to cause the proceeds from the sale of such Shares to be delivered to the Company.

Section 2.7No Interest

No interest or other amounts shall accrue to the Participant in respect of any amount payable by the Company to the Participant under this Plan or Restricted Share Unit.

Section 2.8Non-Transferability

Except as set forth herein, Restricted Share Units are not transferable. Restricted Share Units may be settled only by:

(a)the Participant to whom the Restricted Share Units were granted;

(b)with the Company’s prior written approval and subject to such conditions as the Company may stipulate, such Participant’s family or any registered retirement savings plans, registered retirement income funds, or tax-free savings accounts of which the Participant is and remains the annuitant;

(c)upon the Participant’s death, by the legal representative of the Participant’s estate; or

(d)upon the Participant’s Disability, the legal representative having authority to deal with the property of the Participant.

Section 2.9Participation in this Plan

(1)No Participant has any claim or right to be granted a Restricted Share Unit (including, without limitation, a Restricted Share Unit granted in substitution for any Restricted Share Unit that has expired pursuant to the terms of this Plan), and the granting of any Restricted Share Unit does not and is not to be construed as giving a Participant a right to continued employment or to remain a Consultant, director, officer or employee, as the case may be, of the Company or an Affiliate of the Company. Nothing contained in this Plan or in any Restricted Share Unit granted under this Plan shall interfere in any way with the rights of the Company or an Affiliate of the Company in connection with the employment, retention or termination of any such person.

(2)No Participant has any rights or privileges as a Shareholder of the Company in respect of Shares that are issuable upon the settlement of a Restricted Share Unit pursuant to the terms of this Plan until the allotment and issuance to the Participant of certificates representing such Shares or the entry of such Participant’s name on the share register of the Company as the holder of Shares, and that person becomes the holder of record of those Shares. The Participant or the Participant’s legal representative shall not, by reason of the grant of any Restricted Share Unit, be considered to be a Shareholder of the Company until a Restricted Share Unit has been duly settled and Shares have been issued in respect thereof.

(3)Restricted Share Units shall be credited to an unfunded notional bookkeeping account established and maintained by the Company in the name of each Participant. Notwithstanding any other provision of the Plan to the contrary, a Restricted Share Unit shall not be considered or construed as an actual investment in Shares. Participants shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Company or any Affiliate. No assets of the Company or any Affiliate shall be held in any way as collateral security for the fulfillment of the obligations of the Company or

any Affiliate under this Plan. Any and all of the Company’s or any Affiliate’s assets shall be, and remain, the general unrestricted assets of the Company or Affiliate.

(4)The Company’s or any of its Affiliate’s obligation under this Plan shall be merely that of an unfunded and unsecured promise of the Company or such Affiliate to pay money in the future, and the rights of Participants shall be no greater than those of unsecured general creditors.

(5)The Company makes no representation or warranty as to the future Market Value of the Shares or with respect to any income tax matters affecting the Participant resulting from the grant or settlement of a Restricted Share Unit or transactions in the Shares. With respect to any fluctuations in the Market Value of Shares, neither the Company, nor any of its directors, officers, employees, Shareholders or agents shall be liable for anything done or omitted to be done by such person or any other person with respect to the price, time, quantity or other conditions and circumstances of the issuance of Shares hereunder, or in any other manner related to the Plan. For greater certainty, no amount will be paid to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no additional Restricted Share Units will be granted to such Participant to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose. The Company does not assume responsibility for the income or other tax consequences resulting to the Participant and they are advised to consult with their own tax advisors.

Section 2.10Notice

Any Notice required to be given pursuant to the Plan must be in writing. All notices to the Company must be delivered personally, by prepaid registered mail or by email and must be addressed to the secretary of the Company. All notices to the Participant will be addressed to the principal address of the Participant on file with the Company. Either the Company or the Participant may designate a different address by written notice to the other. Such notices are deemed to be received: (i) if delivered personally, on the date of delivery; (ii) if sent by prepaid, registered mail, on the fifth Business Day following the date of mailing; or (iii) if sent by email, when the sender receives an email from the recipient acknowledging receipt, provided that an automatic “read receipt” does not constitute acknowledgment of an email for purposes hereof. Any notice given by either the Participant or the Company is not binding on the recipient thereof until received.

Section 2.11Right to Issue Other Shares

The Company shall not by virtue of this Plan be in any way restricted from declaring and paying stock dividends, issuing further Shares, repurchasing Shares or varying or amending its share capital or corporate structure.

Section 2.12Conformity to Plan

In the event that a Restricted Share Unit is granted or a Grant Agreement is executed which does not conform in all particulars with the provisions of this Plan, or purports to grant Restricted Share Units on terms different from those permitted under this Plan, the Restricted Share Unit, or the grant of such Restricted Share Unit shall not be in any way void or invalidated, but the Restricted Share Unit so granted will be adjusted to become, in all respects, in conformity with this Plan.

Section 2.13Dividend Equivalent Payments; Voting

(1)No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued to the Participant. After Shares are issued to the Participant,

the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares.

(2)In the event a dividend becomes payable on the Shares prior to settlement of any then outstanding Restricted Stock Units, then on the payment date for such dividend, each Participant’s notional account shall, unless otherwise determined by the Board in respect of any grant of Restricted Share Units, be credited with additional Restricted Share Units (including fractional Restricted Share Units) of the same kind as credited in such Participant’s applicable notional account, the number of which shall be determined by dividing: (i) the amount determining by multiplying (a) the number of Restricted Share Units in such Participant’s notional account (whether vested or unvested) on the record date for the payment of such dividend by (b) the dividend paid per Share, by (ii) the Market Value of a Share on the dividend payment date for such dividend, in each case, with fractions computed to two decimal places. Such additional Restricted Share Units (including fractional Restricted Share Units), if credited, shall vest on the same basis as the underlying Restricted Share Units.

Section 2.14Adjustments

Subject to any required approval by the Stock Exchange or regulatory authority, in the case of any merger, amalgamation, arrangement, rights offering, subdivision, consolidation, or reclassification of the Shares or other relevant change in the capitalization of the Company, or stock dividend or distribution (excluding dividends or distributions which may be paid in cash or in Shares at the option of the Shareholder), or exchange of the Shares for other securities or property, the Company shall make appropriate adjustments in the Shares issuable or amounts payable, as the case may be, as determined as appropriate by the Board, to preclude a dilution or enlargement of the benefits hereunder, and any such adjustment (or non-adjustment) by the Company shall be conclusive, final and binding upon the Participants. However, no amount will be paid to, or in respect of, the Participants under the Plan or pursuant to any other arrangement, and no additional Restricted Share Units will be granted to such Participant to compensation for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

Section 2.15Cancellation of RSUs

Upon payment in full of the value of the Restricted Share Units, the Restricted Share Units shall be cancelled and no further payments shall be made from the Plan in relation to such Restricted Share Units.

Article 3
RESTRICTED SHARE UNITS

Section 3.1Grant of Restricted Share Units

(1)Subject to the provisions of this Plan, the Board may grant Restricted Share Units to any Eligible Person upon the terms, conditions and limitations set forth herein and such other terms, conditions and limitations permitted by and not inconsistent with this Plan as the Board may in its sole discretion determine.

(2)The grant of a Restricted Share Unit shall be evidenced by a Grant Agreement, signed on behalf of the Company.

(3)The Company shall maintain a notional account for each Participant, in which shall be recorded the number of vested and unvested Restricted Share Units granted or credited to such Participant.

(4)The grant of a Restricted Share Unit to a Participant, or the settlement of a Restricted Share Unit, under the Plan shall neither entitle such Participant to receive nor preclude such Participant from receiving subsequently granted Restricted Share Units.

Section 3.2Vesting

Except as otherwise provided in a Participant’s Grant Agreement or any other provision of this Plan, the Vesting Dates shall be determined as below:

(a)1/2 of the Restricted Share Units granted pursuant to Section 3.1 shall vest on the first (1st) anniversary of the Date of Grant; and

(b)1/2 of the Restricted Share Units granted pursuant to Section 3.1 shall vest on the second (2nd) anniversary of the Date of Grant.

Article 4
SETTLEMENT AND FORFEITURE

Section 4.1Settlement of Restricted Share Units

(1)Except as otherwise provided in a Participant’s Grant Agreement or any other provision of this Plan all of the vested Restricted Share Units covered by a particular grant shall be settled as soon as practicable following their Vesting Date (the “RSU Settlement Date”).

(2)Subject to Section 4.2, settlement of Restricted Share Units shall take place promptly following the RSU Settlement Date and the Company shall deliver a share certificate to the Participant or the entry of the Participant’s name on the share register for the Shares.

Section 4.2Determination of Amounts

For the purposes of determining the number of Shares from treasury to be issued and delivered to an Participant upon settlement of Restricted Share Units, such calculation will be made on the RSU Settlement Date based on the whole number of Shares equal to the whole number of vested Restricted Share Units then recorded in the Participant’s Restricted Share Unit notional account which the Participant desires to settle pursuant to the RSU Settlement Notice. Shares issued from treasury will be issued in consideration for the past services of the Participant to the Company and the entitlement of the Participant under this Plan shall be satisfied in full by such issuance of Shares. No fractional Shares shall be issued.

Section 4.3Termination

(1)Unless otherwise provided in the Participant’s Grant Agreement and regardless of any adverse or potentially adverse tax or other consequences resulting from the following:

(a)if a Participant ceases to be an Eligible Person as a result of such Participant’s termination for Cause, any unvested Restricted Share Units held by such Participant shall Expire on the Termination Date and be of no further force or effect whatsoever and such Participant shall no longer be eligible for a grant of RSUs; and

(b)if a Participant ceases to be Eligible Person as a result of such Participant’s retirement in accordance with the Company’s then applicable retirement policy or a determination of the Board, as a result of the Participant’s termination without Cause, Disability as a result of the Participant’s voluntary resignation from any position or employment with the Company or its Affiliates (other than his retirement), or as a result of such Participant’s death, any unvested Restricted

Share Units held by such Participant shall vest and be settled on the Termination Date in accordance with Section 4.1.

(2)The Participant shall have no entitlement to damages or other compensation arising from or related to not receiving any awards which would have vested or accrued to such Participant after the date of cessation of employment or if working notice of termination has been given. However, nothing herein is intended to limit any statutory entitlements on termination and such statutory entitlements shall, if required, apply despite this language to the contrary. No period of notice or payment in lieu of notice that follows the Participant’s last day of actual and active employment shall be deemed to extend the period of employment for the purpose of determining the Participant’s rights or entitlements under the Plan.

Article 5
CHANGE OF CONTROL

Section 5.1Conversion or Exchange of Restricted Share Units

Notwithstanding anything else in this Plan or any Grant Agreement, the Board has the right to provide for the conversion or exchange of any outstanding Restricted Share Units into or for units, rights or other securities in any entity participating in or resulting from a Change of Control, provided that the value of previously granted Restricted Share Units and the rights of Participants are not materially adversely affected by any such changes.

Section 5.2Acceleration of Vesting

Unless otherwise provided in the Grant Agreement, if a Change of Control occurs and the Restricted Share Units are not converted or exchanged pursuant to Section 5.1, the vesting of all Restricted Share Units shall be accelerated to the date of the Change of Control.

Article 6
MISCELLANEOUS

Section 6.1Stockholder Approval

This Plan will be submitted for the approval of the Company’s stockholders, consistent with applicable laws, within twelve (12) months before or after the date this Plan is adopted by the Board.

Section 6.2Securities Law Compliance and other Regulatory Requirements

A Restricted Stock Unit will not be effective unless it is granted in compliance with all applicable U.S. and foreign federal and state securities and exchange control and other laws, rules, and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares underlying the Stock Options may then be listed or quoted, as they are in effect on the Date of Grant of the Restricted Stock Unit and also on the date of exercise or other issuance. Notwithstanding any other provision in the Plan, the Company will have no obligation to issue or deliver certificates for hares under the Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable and/or (b) completion of any registration or other qualification of such Shares under any state, federal, or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the U.S. Securities and Exchange Commission or to effect compliance with the registration, qualification, or listing requirements of any foreign or state securities laws, exchange control laws, stock exchange, or automated quotation system, and the Company will have no liability for any inability or failure to do so.

Section 6.3Insider Trading Policy

Each Participant who receives a Restricted Stock Unit will comply with any policy adopted by the Company from time to time covering transactions in the Company’s securities by Eligible Persons, as well as with any applicable insider trading or market abuse laws to which the Participant may be subject.

Section 6.4All Awards Subject to Company Clawback or Recoupment Policy

All Restricted Stock Units, subject to applicable law, will be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law or Stock Exchange listing requirement during the term of a Participant’s employment or other service with the Company that is applicable to officers, Employees, Directors. Consultants or other service providers of the Company, and in addition to any other remedies available under such policy and applicable law, may require the cancellation of outstanding Restricted Stock Units and the recoupment of any gains realized with respect to Restricted Stock Units.

Section 6.5Section 409A

It is intended that the Restricted Stock Units granted hereunder shall be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, pursuant to the “short-term deferral” rule applicable to such section, as set forth in the regulations or other guidance published by the Internal Revenue Service thereunder.

Section 6.6Electronic Delivery and Acceptance

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.

Section 6.7Governing Law

Except as otherwise specifically provided to the contrary below, this Plan shall be governed by the laws of the state of Delaware.

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SCHEDULE “A“
AKUMIN INC.
RESTRICTED SHARE UNIT GRANT AGREEMENT

Restricted Share Unit Grant Agreement effective as of _________________, 20___ between AKUMIN INC., a company existing under the laws of Ontario (the “Company”) and __________________________, an individual residing in _______________________ (the “Participant” or “you”).

WHEREAS the Company has adopted an Amended and Restated Restricted Share Unit Plan (the “Plan”, as it may be amended from time to time), which Plan provides for the granting of Restricted Share Units to Participants (as defined in the Plan), entitling Participants, to receive on settlement of vested Restricted Share Units, Shares in the capital of the Company;

AND WHEREAS the Company desires to continue to receive the benefit of the your services and to more fully align your interests with the Company’s and its Affiliates’ future success;

AND WHEREAS the board of directors of the Company (the “Board”) approved the granting of Restricted Share Units to you, upon the terms and conditions hereinafter provided;

AND WHEREAS the Company desires to grant to you Restricted Share Units upon the terms and conditions hereinafter provided;

AND WHEREAS capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

NOW THEREFORE in consideration of the foregoing and the mutual agreements contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

1.Restricted Share Units. The Company hereby grants to you, as of _____________, 20____, subject to the terms and conditions hereinafter set forth, _____ Restricted Share Units (the “Restricted Share Units”), vesting in accordance with the terms of this Agreement and in accordance with the Plan.

2.Vesting of the Restricted Share Units. Subject to the vesting restrictions in Section 3 (if any), the Restricted Share Units shall vest according to the following table:

Vesting Date % of Restricted Share Units Vested

3.Subject to Plan. This Restricted Share Units shall be subject in all respects to the provisions of the Plan, the terms and conditions of which are hereby expressly incorporated by reference, as same may be amended from time to time in accordance therewith. A copy of the Plan shall be provided to the Participant upon his reasonable request from time to time.

4.Shareholder Rights. You shall have no rights whatsoever as a shareholder in respect of any of the Restricted Share Units.

A - 1

5.Transfer of Restricted Share Unit. The Restricted Share Units granted pursuant to this Agreement shall not be assignable or transferable by you, except in accordance with the Plan.

6.Employment Considerations. Subject to the terms of the Plan, you acknowledge that you shall have no entitlement to damages or other compensation arising from or related to not receiving any awards which would have vested or accrued to you after the date of cessation of employment or if working notice of termination has been given. However, nothing herein is intended to limit any statutory entitlements on termination and such statutory entitlements shall, if required, apply despite this language to the contrary. No period of notice or payment in lieu of notice that follows your last day of actual and active employment shall be deemed to extend your period of employment for the purpose of determining your rights or entitlements under the Plan.

7.Notice. Any notice required or permitted to be given hereunder shall be given in accordance with, and subject to, the provisions of the Plan.

8.Governing Law. This Agreement and the Restricted Share Units shall be governed by and interpreted and enforced in accordance with the laws of the state of Delaware applicable therein.

9.French Language. The parties agree that this Agreement as well as all documents relating thereto be drawn up in the English language only. Les parties seront censes avoir requis que cette contrat de meme que tous les documents s’y rattachant soient rediges en anglais seulement.

10.Execution. This Agreement may be executed (including by electronic means) in any number of counterparts, each of which (including any electronic transmission of an executed signature page), is deemed to be an original, and such counterparts together constitute one and the same instrument.

11.Electronic Delivery. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

12.Taxes; Withholding. The provisions of 2.6 of the Plan are incorporated herein by reference and made a part hereof.

[Rest of page intentionally left blank. Signature page follows.]

A - 2

IN WITNESS WHEREOF the parties have caused this Restricted Share Unit agreement to be executed as of the date hereof.

AKUMIN INC.

Per:

Authorized Signing Officer

NAME OF PARTICIPANT: ________________________.

SIGNATURE OF PARTICIPANT: __________________.

ADDRESS: ____________________________________.

A - 3

Exhibit 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Riadh Zine, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Akumin Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


	Akumin Inc.

Date: August 9, 2023	By:	/s/ Riadh Zine
		Riadh Zine
		Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Kretschmer, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Akumin Inc.;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


	Akumin Inc.

Date: August 9, 2023	By:	/s/ David Kretschmer
		David Kretschmer
		Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350 of chapter 63 of title 18 of the United States Code), the undersigned officer of Akumin Inc. (the “Company”), hereby certifies, to such officer’s knowledge, that:

This quarterly report on Form 10-Q for the period ended June 30, 2023 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: August 9, 2023	By:	/s/ Riadh Zine
		Riadh Zine
		Chief Executive Officer

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Date: August 9, 2023	By:	/s/ David Kretschmer
		David Kretschmer
		Chief Financial Officer

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2023	Aug. 07, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-39479
Entity Registrant Name	AKUMIN INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-4139425
Entity Address, Address Line One	8300 W. Sunrise Boulevard
Entity Address, City or Town	Plantation
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33322
City Area Code	844
Local Phone Number	730-0050
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	AKU
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		90,998,491
Entity Central Index Key	0001776197
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 37,968	$ 59,424
Accounts receivable	115,790	114,166
Prepaid expenses	8,477	8,003
Other current assets	10,309	10,352
Total current assets	172,544	191,945
Property and equipment, net	197,559	221,214
Operating lease right-of-use assets	156,778	166,823
Goodwill	715,269	769,110
Other intangible assets, net	370,512	392,095
Other assets	23,080	23,928
Total assets	1,635,742	1,765,115
Current liabilities:
Accounts payable	43,575	36,618
Current portion of long-term debt	19,282	19,961
Current portion of obligations under finance leases	7,837	7,800
Current portion of obligations under operating leases	15,744	17,223
Accrued liabilities	88,339	86,916
Total current liabilities	174,777	168,518
Long-term debt, net of current portion	1,273,077	1,254,652
Obligations under finance leases, net of current portion	15,991	19,505
Obligations under operating leases, net of current portion	151,957	160,475
Other liabilities	19,384	20,674
Total liabilities	1,635,186	1,623,824
Redeemable noncontrolling interests	26,800	30,337
Stockholders’ deficit:
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued and outstanding at June 30, 2023 and December 31, 2022	0	0
Common stock, $0.01 par value; 300,000,000 shares authorized; 90,998,491 shares issued and outstanding at June 30, 2023; 89,811,513 shares issued and outstanding at December 31, 2022	910	898
Additional paid-in capital	231,842	231,014
Accumulated other comprehensive income	24	73
Accumulated deficit	(411,985)	(280,185)
Total stockholders’ deficit	(179,209)	(48,200)
Noncontrolling interests	152,965	159,154
Total equity (deficit)	(26,244)	110,954
Total liabilities, redeemable noncontrolling interests and equity	$ 1,635,742	$ 1,765,115

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par or stated value per share (in USD per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock issued (in shares)	90,998,491	89,811,513
Common stock outstanding (in shares)	90,998,491	89,811,513

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues	$ 184,840	$ 192,128	$ 372,432	$ 378,391
Operating expenses:
Cost of operations, excluding depreciation and amortization	158,495	154,574	314,062	309,735
Depreciation and amortization	35,015	25,200	58,008	49,931
Impairment charges	53,460	0	53,460	0
Restructuring charges	944	7,244	6,680	7,324
Severance and related costs	22	5,559	(27)	7,797
Settlements, recoveries and related costs	465	814	1,913	677
Stock-based compensation	441	758	840	1,819
Other operating expense (income), net	477	586	(274)	579
Total operating expenses	249,319	194,735	434,662	377,862
Income (loss) from operations	(64,479)	(2,607)	(62,230)	529
Other expense (income):
Interest expense	31,164	29,290	61,861	57,971
Other non-operating expense (income), net	2,346	(2,335)	2,214	(2,011)
Total other expense, net	33,510	26,955	64,075	55,960
Loss before income taxes	(97,989)	(29,562)	(126,305)	(55,431)
Income tax benefit	(1,578)	(3,483)	(704)	(2,920)
Net loss	(96,411)	(26,079)	(125,601)	(52,511)
Less: Net income attributable to noncontrolling interests	241	4,390	6,199	8,769
Net loss attributable to common stockholders	(96,652)	(30,469)	(131,800)	(61,280)
Comprehensive loss, net of taxes:
Net loss	(96,411)	(26,079)	(125,601)	(52,511)
Other comprehensive income (loss):
Unrealized gain (loss) on hedging transactions, net of taxes	(7)	7	(21)	36
Reclassification adjustment for gains (losses) included in net loss, net of taxes	(14)	9	(28)	26
Other comprehensive income (loss)	(21)	16	(49)	62
Comprehensive loss, net of taxes	(96,432)	(26,063)	(125,650)	(52,449)
Less: Comprehensive income attributable to noncontrolling interests	241	4,390	6,199	8,769
Comprehensive loss attributable to common stockholders	$ (96,673)	$ (30,453)	$ (131,849)	$ (61,218)
Earnings Per Share [Abstract]
Basic (in USD per share)	$ (1.07)	$ (0.34)	$ (1.46)	$ (0.69)
Diluted (in USD per share)	$ (1.07)	$ (0.34)	$ (1.46)	$ (0.69)

Condensed Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Total Stockholders’ Equity (Deficit)	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Noncontrolling Interests
Beginning balance (in shares) at Dec. 31, 2021			89,026,997
Beginning balance at Dec. 31, 2021	$ 283,679	$ 105,189	$ 890	$ 227,705	$ 18	$ (123,424)	$ 178,490
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss), net of the net income (loss) attributable to redeemable noncontrolling interests	(53,625)	(61,280)				(61,280)	7,655
Settlement of restricted share units (in shares)			489,516
Settlement of restricted share units	0		$ 5	(5)
Stock-based compensation	1,819	1,819		1,819
Other comprehensive income (loss)	62	62			62
Distributions paid to noncontrolling interests	(11,604)						(11,604)
Purchase accounting adjustments	161						161
Ending balance (in shares) at Jun. 30, 2022			89,516,513
Ending Balance at Jun. 30, 2022	220,492	45,790	$ 895	229,519	80	(184,704)	174,702
Beginning balance (in shares) at Mar. 31, 2022			89,516,513
Beginning balance at Mar. 31, 2022	252,209	75,485	$ 895	228,761	64	(154,235)	176,724
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss), net of the net income (loss) attributable to redeemable noncontrolling interests	(26,613)	(30,469)				(30,469)	3,856
Stock-based compensation	758	758		758
Other comprehensive income (loss)	16	16			16
Distributions paid to noncontrolling interests	(5,878)						(5,878)
Ending balance (in shares) at Jun. 30, 2022			89,516,513
Ending Balance at Jun. 30, 2022	220,492	45,790	$ 895	229,519	80	(184,704)	174,702
Beginning balance (in shares) at Dec. 31, 2022			89,811,513
Beginning balance at Dec. 31, 2022	110,954	(48,200)	$ 898	231,014	73	(280,185)	159,154
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss), net of the net income (loss) attributable to redeemable noncontrolling interests	(126,212)	(131,800)				(131,800)	5,588
Settlement of restricted share units (in shares)			1,186,978
Settlement of restricted share units	0		$ 12	(12)
Stock-based compensation	840	840		840
Other comprehensive income (loss)	(49)	(49)			(49)
Distributions paid to noncontrolling interests	(11,777)						(11,777)
Ending balance (in shares) at Jun. 30, 2023			90,998,491
Ending Balance at Jun. 30, 2023	(26,244)	(179,209)	$ 910	231,842	24	(411,985)	152,965
Beginning balance (in shares) at Mar. 31, 2023			90,498,491
Beginning balance at Mar. 31, 2023	75,202	(82,977)	$ 905	231,406	45	(315,333)	158,179
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss), net of the net income (loss) attributable to redeemable noncontrolling interests	(95,876)	(96,652)				(96,652)	776
Settlement of restricted share units (in shares)			500,000
Settlement of restricted share units	0		$ 5	(5)
Stock-based compensation	441	441		441
Other comprehensive income (loss)	(21)	(21)			(21)
Distributions paid to noncontrolling interests	(5,990)						(5,990)
Ending balance (in shares) at Jun. 30, 2023			90,998,491
Ending Balance at Jun. 30, 2023	$ (26,244)	$ (179,209)	$ 910	$ 231,842	$ 24	$ (411,985)	$ 152,965

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating activities:
Net loss	$ (125,601)	$ (52,511)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	58,008	49,931
Impairment charges	53,460	0
Stock-based compensation	840	1,819
Non-cash interest expense	27,962	24,604
Amortization of deferred financing costs and accretion of discount/premium on long-term debt	1	54
Deferred income taxes	(914)	(3,368)
Distributions from unconsolidated investees	305	915
Earnings from unconsolidated investees	(279)	(488)
Other non-cash items, net	1,380	(498)
Changes in operating assets and liabilities:
Accounts receivable	(2,326)	(4,547)
Prepaid expenses and other assets	(1,181)	(1,919)
Accounts payable and other liabilities	6,171	6,502
Operating lease liabilities and right-of-use assets	129	585
Net cash provided by operating activities	17,955	21,079
Investing activities:
Purchases of property and equipment	(11,460)	(15,466)
Other investing activities	823	963
Net cash used in investing activities	(10,637)	(14,503)
Financing activities:
Proceeds from revolving loan	14,000	20,000
Principal payments on revolving loan	(14,000)	(20,000)
Proceeds from long-term debt	1,706	10,292
Principal payments on long-term debt	(10,618)	(8,365)
Principal payments on finance leases	(3,937)	(4,330)
Contributions received from redeemable noncontrolling interests	107	0
Distributions paid to noncontrolling and redeemable noncontrolling interests	(16,032)	(14,145)
Net cash used in financing activities	(28,774)	(16,548)
Net decrease in cash and cash equivalents	(21,456)	(9,972)
Cash and cash equivalents, beginning of period	59,424	48,419
Cash and cash equivalents, beginning of period	37,968	38,447
Cash and cash equivalents, end of period
Interest paid	33,986	32,439
Income taxes paid, net of refunds	929	502
Supplemental disclosure of non-cash investing and financing activities:
Property and equipment purchases in accounts payable and accrued liabilities	3,551	4,852
Derecognition of operating lease right-of-use assets and lease liabilities associated with lease terminations	3,656	3,635
Equipment acquired in exchange for finance lease obligations	460	1,433
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$ 3,500	$ 668

Basis of Presentation	6 Months Ended
Basis of Presentation	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by Akumin Inc. (the “Company” or “Akumin”) and do not include all of the information and disclosures required by accounting principles generally accepted in the U.S. (“GAAP”). In the opinion of management, all normal recurring accruals and adjustments considered necessary for a fair presentation have been included. The results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements for the year ended December 31, 2022. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Certain reclassifications have been made to prior period condensed consolidated financial statements to conform to the current period presentation.

New Accounting Standards	6 Months Ended
New Accounting Standards	Jun. 30, 2023
Accounting Standards Update and Change in Accounting Principle [Abstract]
New Accounting Standards	New Accounting Standards Recently Adopted Accounting Standards ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and related clarifying standards, which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to assess credit loss estimates. This ASU is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2022. The Company is considered an Emerging Growth Company as classified by the Securities and Exchange Commission (“SEC”), which gave the Company relief in the timing of implementation of this standard by allowing the private company timing for adoption. The Company adopted this standard on January 1, 2023 using the modified retrospective approach and it did not have a material impact on the Company's condensed consolidated financial statements, resulting in no adjustments to prior year earnings. Recently Issued Accounting Standards Not Yet Effective ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, creating an exception to the recognition and measurement principles in ASC 805, Business Combinations. The amendments require an acquirer to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. In addition, the amendments clarify that all contracts requiring the recognition of assets and liabilities in accordance with the guidance in ASC 606, such as contract liabilities derived from the sale of nonfinancial assets within the scope of ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets, fall within the scope of the amended guidance in ASC 805. The amendments do not affect the accounting for other assets or liabilities arising from revenue contracts with customers in a business combination, such as customer-related intangible assets and contract-based intangible assets, including off-market contract terms. This ASU is effective for public entities for fiscal years beginning after December 15, 2022, with early adoption permitted. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2023. The Company is considered an Emerging Growth Company as classified by the SEC, which gives the Company relief in the timing of implementation of this standard by allowing the private company timing for adoption. The Company is currently evaluating the impact of the standard on its consolidated financial statements.

Variable Interest Entities	6 Months Ended
Variable Interest Entities	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Variable Interest Entities	Variable Interest Entities In accordance with consolidation guidance, a reporting entity with a variable interest in another entity is required to include the assets and liabilities and revenues and expenses of that separate entity (i.e., consolidate with the financial statements of the reporting entity) when the variable interest is determined to be a controlling financial interest. A reporting entity is considered to have a controlling financial interest in a variable interest entity (“VIE”) if (i) the reporting entity has the power to direct the activities of the VIE that most significantly impacts its economic performance and (ii) the reporting entity has the obligation to absorb losses of the VIE that could be potentially significant to the VIE. As a result of the financial relationship established between the Company and certain entities (the “Revenue Practices”) through respective management service agreements, the Revenue Practices individually qualify as VIEs as the Company, which provides them non-medical, technical and administrative services, has the power to direct their respective activities and the obligation to absorb their gains and losses. As a result, the Company is considered the primary beneficiary of the Revenue Practices, and accordingly, the assets and liabilities and revenues and expenses of the Revenue Practices are included in the condensed consolidated financial statements. The following information excludes any intercompany transactions and costs allocated by the Company to the Revenue Practices. As of June 30, 2023 and December 31, 2022, the Revenue Practices’ assets included in the Company’s condensed consolidated balance sheets were $39.6 million and $36.0 million, respectively, and liabilities included in the Company’s condensed consolidated balance sheets were $2.9 million and $1.4 million, respectively. The assets of the Revenue Practices can only be used to settle their obligations. During the six months ended June 30, 2023 and 2022, the Revenue Practices’ revenues were $85.7 million and $92.8 million, respectively, and the net cash provided by operating activities was $77.9 million and $93.2 million, respectively.

Property and Equipment

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consists of the following:


(in thousands)	June 30, 2023		December 31, 2022
Medical equipment	$	254,247	$	244,517
Leasehold improvements	44,000		43,382
Equipment under finance leases	45,348		44,845
Office and computer equipment	19,151		17,742
Transportation and service equipment	11,542		11,672
Furniture and fixtures	3,439		3,362
Construction in progress	3,550		4,636
	381,277		370,156
Less accumulated depreciation	183,718		148,942
	$	197,559	$	221,214

As of June 30, 2023 and December 31, 2022, the equipment under finance leases had a net book value of $25.4 million and $26.3 million, respectively.

Goodwill

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Changes in the carrying amount of goodwill are as follows:


(in thousands)	Radiology		Oncology		Total
Balance, December 31, 2022	$	682,725	$	86,385	$	769,110
Impairment	(53,460)		—		(53,460)

Goodwill written off in connection with site closure	—		(381)		(381)
Balance, June 30, 2023	$	629,265	$	86,004	$	715,269

Specifically, the Company utilized the following Level 3 estimates and assumptions in its analysis:


Discount rate			9.5% to 10.0%
Perpetual growth rate			3.0%
Tax rate			26.0%
Risk-free interest rate			3.5%
Revenue multiple			1.8 to 2.2
EBITDA multiple			7.5 to 9.5

Changes in these estimates or assumptions could materially affect the determination of fair value and the conclusions of the Company's impairment test.

Other Intangible Assets

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Other Intangible Assets

Other intangible assets consist of the following:


(dollars in thousands)	Weighted Average Useful Life (in years)	June 30, 2023						December 31, 2022
		Gross Carrying Amount		Accumulated Amortization		Other Intangible Assets, Net		Gross Carrying Amount		Accumulated Amortization		Other Intangible Assets, Net
Finite-lived intangible assets:
Customer contracts	20	$	250,733	$	(23,057)	$	227,676	$	263,388	$	(17,588)	$	245,800
Trade names	18	76,391		(13,324)		63,067		77,135		(11,063)		66,072
Management agreements	17	10,200		(1,100)		9,100		10,200		(800)		9,400
Other	5	5,739		(4,628)		1,111		5,719		(4,454)		1,265
Total		$	343,063	$	(42,109)	300,954		$	356,442	$	(33,905)	322,537
Certificates of Need						69,558						69,558
Total other intangible assets						$	370,512					$	392,095

The Company performs an impairment test when indicators of impairment are present. As of June 30, 2023, there were no indications of impairment of the Company's other intangible assets balances.

Long-Term Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Long-Term Debt

Long-term debt consists of the following:


(in thousands)	June 30, 2023		December 31, 2022
2028 Senior Notes	$	375,000	$	375,000
2025 Senior Notes	475,000		475,000
Subordinated Notes	451,265		423,303
Equipment Debt	63,842		72,754
	1,365,107		1,346,057
Debt discount/premium and deferred issuance costs	(72,748)		(71,444)
	1,292,359		1,274,613
Less current portion	19,282		19,961
Long-term debt, net of current portion	$	1,273,077	$	1,254,652

Accrued Liabilities

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accrued Liabilities

Accrued liabilities consist of the following:


(in thousands)	June 30, 2023		December 31, 2022
Accrued compensation and related expenses	$	21,743	$	25,655
Accrued interest expense	18,267		18,183
Other	48,329		43,078
	$	88,339	$	86,916

Redeemable Noncontrolling Interests

6 Months Ended

Jun. 30, 2023

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interests

The following is a rollforward of the activity in the redeemable noncontrolling interests for the six months ended June 30, 2023:


(in thousands)
Balance, December 31, 2022	$	30,337
Net income attributable to redeemable noncontrolling interests	611
Contributions received from redeemable noncontrolling interests	107
Distributions paid to redeemable noncontrolling interests	(4,255)
Balance, June 30, 2023	$	26,800

Financial Instruments

6 Months Ended

Jun. 30, 2023

Financial Instruments [Abstract]

Financial Instruments

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

The following table summarizes the valuation of the Company’s financial instruments that are reported at fair value on a recurring basis:


	Fair Value as of June 30, 2023								Fair Value as of December 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Current and long-term assets:
Interest rate and fuel option contracts	$	—	$	64	$	—	$	64	$	—	$	52	$	—	$	52
Long-term liabilities:
Derivative in subordinated notes	$	—	$	—	$	5,831	$	5,831	$	—	$	—	$	6,132	$	6,132


(in thousands)
Balance, December 31, 2022	$	6,132
Change in fair value	(301)
Balance, June 30, 2023	$	5,831

Assets and Liabilities for which Fair Value is only Disclosed

The estimated fair values of other current and non-current liabilities are as follows:


(in thousands)	June 30, 2023		December 31, 2022
2028 Senior Notes	$	247,705	$	228,894
2025 Senior Notes	390,814		339,385
Subordinated Notes	294,380		254,951
Equipment Debt	53,272		58,698
	$	986,171	$	881,928


(in thousands)	June 30, 2023		December 31, 2022
Financial assets measured at amortized cost:
Cash and cash equivalents	$	37,968	$	59,424
Accounts receivable	115,790		114,166
	$	153,758	$	173,590
Financial liabilities measured at amortized cost:
Accounts payable	$	43,575	$	36,618
Current portion of long-term debt	19,282		19,961
Current portion of leases	23,581		25,023
Non-current portion of long-term debt	1,273,077		1,254,652
Non-current portion of leases	167,948		179,980
Accrued liabilities	88,339		86,916
	$	1,615,802	$	1,603,150
Financial assets measured at fair value through earnings:
Fuel option contract	$	36	$	—
Financial liabilities measured at fair value through earnings:
Derivative in subordinated notes	$	5,831	$	6,132
Financial assets measured at fair value through other comprehensive income:
Interest rate contracts	$	28	$	52

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

Interest Rate Risk

Stockholders' Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders' Equity

Stock-Based Awards

Restricted Share Units

follows:


	Number of RSUs	Weighted- Average Grant Date Fair Value		Aggregate Fair Value (in thousands)
Outstanding and unvested at December 31, 2022	2,143,601	$	1.77
Granted	2,217,213	0.67		$	1,479
Vested	(1,186,978)	2.06		$	2,450
Cancelled	(57,078)	1.10		$	(63)
Outstanding and unvested at June 30, 2023	3,116,758	$	0.89	$	2,761

Stock Options


	Number of Options	Weighted- Average Exercise price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022	5,348,120	$	2.56	3.3	$	378
Outstanding at June 30, 2023	5,348,120	$	2.56	2.8	$	—
Exercisable at June 30, 2023	5,325,020	$	2.55	2.8	$	—

No stock options were granted during the six months ended June 30, 2023.

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Purchase Commitments The Company has certain binding purchase commitments primarily for the purchase of equipment from various suppliers. As of June 30, 2023, the obligations for these future purchase commitments totaled $38.4 million, of which $32.5 million is expected to be paid during the remaining six months of 2023 and $6.0 million is expected to be paid thereafter. Guarantees and Indemnities In the normal course of business, the Company has made certain guarantees and indemnities, under which it may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions. The Company indemnifies other parties, including customers, lessors, and parties to other transactions with the Company, with respect to certain matters. The Company has agreed to hold the other party harmless against losses arising from certain events as defined within the particular contract, which may include, for example, litigation or claims arising from a breach of representations or covenants. In addition, the Company has entered into indemnification agreements with its executive officers and directors and the Company’s bylaws contain similar indemnification obligations. Under these arrangements, the Company is obligated to indemnify, to the fullest extent permitted under applicable law, its current or former officers and directors for various amounts incurred with respect to actions, suits or proceedings in which they were made, or threatened to be made, a party as a result of acting as an officer or director. It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made related to these indemnifications have been immaterial. As of June 30, 2023, the Company has determined that no liability is necessary related to these guarantees and indemnities. Legal Matters On December 20, 2021, an alleged shareholder of the Company filed a putative class action claim with the Ontario Superior Court of Justice against the Company and certain of its directors and officers alleging violations of Securities Act (Ontario), negligent misrepresentation and other related claims relating to the restatement of the Company’s financial statements that were filed in 2021. On February 17, 2023, the plaintiff delivered a motion record for certification and for leave to commence action under Part XXIII.1 of the Securities Act (Ontario). The Company plans to defend the claim and the motion. Other Matters The Company is party to various legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. With respect to these matters, management evaluates the developments on a regular basis and accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. Management believes that the amount or any estimable range of reasonably possible or probable loss will not, either individually or in the aggregate, have a material adverse effect on the Company’s business and condensed consolidated financial statements. However, the outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of management’s expectations, the Company’s results of operations and financial condition could be materially and adversely affected.

Supplemental Revenue Information

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Supplemental Revenue Information

The following table summarizes the components of the Company’s revenues by payor category:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Patient fee payors:
Commercial	$	65,066	$	71,609	$	130,588	$	140,710
Medicare	20,082		21,002		41,502		42,174
Medicaid	3,256		3,347		6,661		6,449
Other patient revenue	2,729		3,213		5,324		6,487
	91,133		99,171		184,075		195,820
Hospitals and healthcare providers	91,513		90,651		183,975		178,110
Other revenue	2,194		2,306		4,382		4,461
	$	184,840	$	192,128	$	372,432	$	378,391

Cost of Operations, excluding Depreciation and Amortization

6 Months Ended

Jun. 30, 2023

Cost Of Operations Excluding Depreciation And Amortization [Abstract]

Cost of Operations, excluding Depreciation and Amortization

The following table summarizes the components of the Company’s cost of operations, excluding depreciation and amortization:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Employee compensation	$	68,302	$	72,021	$	139,829	$	147,148
Third-party services and professional fees	32,091		29,919		62,920		59,096
Rent and utilities	12,780		12,742		25,121		25,219
Reading fees	11,953		11,788		23,552		23,286
Administrative	12,944		11,467		23,365		23,091
Medical supplies and other	20,425		16,637		39,275		31,895
	$	158,495	$	154,574	$	314,062	$	309,735

Supplemental Statement of Operations Information

6 Months Ended

Jun. 30, 2023

Other Income and Expenses [Abstract]

Supplemental Statement of Operations Information

Restructuring Charges

Restructuring charges consist of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Transformation costs	$	939	$	4,025	$	6,659	$	4,025
Lease termination costs	7		1,840		7		1,840
Domestication and related costs	—		1,063		—		1,063
Other	(2)		316		14		396
	$	944	$	7,244	$	6,680	$	7,324

Severance and Related Costs

Other Operating and Non-Operating Expense (Income)

Other operating expense (income), net consists of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Loss on sale of accounts receivable	$	922	$	—	$	1,046	$	—
Gain from insurance proceeds	—		—		(776)		—
Loss (gain) on disposal of property and equipment, net	(348)		170		(417)		372
Other, net	(97)		416		(127)		207
	$	477	$	586	$	(274)	$	579

Other non-operating expense (income), net consists of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Capital structure initiatives	$	1,912	$	—	$	1,912	$	—
Acquisition-related costs	155		86		298		468
Fair value adjustment on derivative in subordinated notes	(258)		(1,009)		(301)		(839)
Earnings from unconsolidated investees	(128)		(248)		(279)		(488)
Other, net	665		(1,164)		584		(1,152)
	$	2,346	$	(2,335)	$	2,214	$	(2,011)

Capital structure initiatives represent costs associated with the Company’s initiative to restructure its long-term debt.

Impairment Charges

Impairment charges relate to the following assets:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Goodwill (Note 5)	$	53,460	$	—	$	53,460	$	—


	$	53,460	$	—	$	53,460	$	—

Investments in Unconsolidated Investees	6 Months Ended
Investments in Unconsolidated Investees	Jun. 30, 2023
Other Investments [Abstract]
Investments in Unconsolidated Investees	Investments in Unconsolidated Investees Effective March 1, 2021, the Company completed a common equity investment in an artificial intelligence business (“AI business”) as part of a private placement offering for $4.6 million. The AI business develops artificial intelligence aided software programs for use in medical businesses, including outpatient imaging services provided by the Company. As a result of the investment, a previous investment in a convertible note instrument issued by the AI business to the Company in May 2020 converted to common equity. The Company’s total common equity investment has a carrying value of $7.9 million as of June 30, 2023 and represents a 34.5% interest in the AI business on a non-diluted basis. In addition, the Company holds share purchase warrants which, subject to the occurrence of certain events and certain assumptions, and the payment of $0.4 million, would entitle the Company to acquire an additional 2.4% ownership interest in the AI business common equity. The Company has a 15% direct ownership in an unconsolidated investee and provides management services under a management agreement with the investee. The Company provides services as part of its ongoing operations for and on behalf of the unconsolidated investee, which reimburses the Company for the actual amount of the expenses incurred. The Company records the expenses in cost of operations and the reimbursement as revenue in the condensed consolidated statements of operations and comprehensive loss. The financial position and results of operations of these unconsolidated investees are not material to the Company’s condensed consolidated financial statements.

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company is subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company is no longer subject to Canadian tax after the Domestication on September 30, 2022.The effective tax rate for the three and six months ended June 30, 2023 differs from the U.S. federal statutory rate of 21.0% primarily due to the impact of valuation allowances applied against losses in jurisdictions for which no tax benefit is recognized.

Basic and Diluted Loss per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Basic and Diluted Loss per Share

The loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average common shares outstanding during the period.


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share amounts)	2023		2022		2023		2022
Net loss attributable to common stockholders	$	(96,652)	$	(30,469)	$	(131,800)	$	(61,280)
Weighted average common shares outstanding:
Basic and diluted	90,503,986		89,516,513		90,163,458		89,296,619
Net loss per share attributable to common stockholders:
Basic and diluted	$	(1.07)	$	(0.34)	$	(1.46)	$	(0.69)
Employee stock options, warrants and restricted share units excluded from the computation of diluted per share amounts as their effect would be antidilutive	1,478,978		2,042,461		2,006,143		2,207,983

Segment Information

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segment Information

The following table summarizes the Company’s revenues by segment:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Radiology	$	156,291	$	160,867	$	313,692	$	316,207
Oncology	28,549		31,261		58,740		62,184
	$	184,840	$	192,128	$	372,432	$	378,391

The following table summarizes the Company’s Adjusted EBITDA by segment:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Adjusted EBITDA:
Radiology	$	25,449	$	35,692	$	55,775	$	64,281
Oncology	8,072		10,302		17,920		20,335
Corporate	(6,994)		(7,810)		(14,027)		(14,414)
	$	26,527	$	38,184	$	59,668	$	70,202

A reconciliation of the net loss to total Adjusted EBITDA is shown below:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Net loss	$	(96,411)	$	(26,079)	$	(125,601)	$	(52,511)
Interest expense	31,164		29,290		61,861		57,971
Income tax benefit	(1,578)		(3,483)		(704)		(2,920)
Depreciation and amortization	35,015		25,200		58,008		49,931
Impairment charges	53,460		—		53,460		—
Restructuring charges	944		7,244		6,680		7,324
Severance and related costs	22		5,559		(27)		7,797
Settlements, recoveries and related costs	465		814		1,913		677
Stock-based compensation	441		758		840		1,819
Loss on sale of accounts receivable	922		—		1,046		—
Loss (gain) on disposal of property and equipment, net	(348)		170		(417)		372
Capital structure initiatives	1,912		—		1,912		—
Acquisition-related costs	155		86		298		468
Fair value adjustment on derivative	(258)		(1,009)		(301)		(839)
Deferred rent expense	(43)		247		142		579
Other, net	665		(613)		558		(466)
Adjusted EBITDA	$	26,527	$	38,184	$	59,668	$	70,202

The following table summarizes the Company’s total assets by segment:


(in thousands)	June 30, 2023		December 31, 2022
Identifiable assets:
Radiology	$	1,304,358	$	1,400,938
Oncology	312,992		346,337
Corporate	18,392		17,840
	$	1,635,742	$	1,765,115

The following table summarizes the Company’s capital expenditures by segment:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Capital expenditures:
Radiology	$	7,093	$	4,648	$	9,069	$	13,460
Oncology	500		858		1,000		1,834
Corporate	1,359		82		1,391		172
	$	8,952	$	5,588	$	11,460	$	15,466

New Accounting Standards (Policies)	6 Months Ended
New Accounting Standards (Policies)	Jun. 30, 2023
Accounting Standards Update and Change in Accounting Principle [Abstract]
Recently Adopted Accounting Standards and Standards Not Yet Effective	Recently Adopted Accounting Standards ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and related clarifying standards, which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to assess credit loss estimates. This ASU is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2022. The Company is considered an Emerging Growth Company as classified by the Securities and Exchange Commission (“SEC”), which gave the Company relief in the timing of implementation of this standard by allowing the private company timing for adoption. The Company adopted this standard on January 1, 2023 using the modified retrospective approach and it did not have a material impact on the Company's condensed consolidated financial statements, resulting in no adjustments to prior year earnings. Recently Issued Accounting Standards Not Yet Effective ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, creating an exception to the recognition and measurement principles in ASC 805, Business Combinations. The amendments require an acquirer to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. In addition, the amendments clarify that all contracts requiring the recognition of assets and liabilities in accordance with the guidance in ASC 606, such as contract liabilities derived from the sale of nonfinancial assets within the scope of ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets, fall within the scope of the amended guidance in ASC 805. The amendments do not affect the accounting for other assets or liabilities arising from revenue contracts with customers in a business combination, such as customer-related intangible assets and contract-based intangible assets, including off-market contract terms. This ASU is effective for public entities for fiscal years beginning after December 15, 2022, with early adoption permitted. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2023. The Company is considered an Emerging Growth Company as classified by the SEC, which gives the Company relief in the timing of implementation of this standard by allowing the private company timing for adoption. The Company is currently evaluating the impact of the standard on its consolidated financial statements.

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Detailed Information of Property and Equipment

Property and equipment consists of the following:


(in thousands)	June 30, 2023		December 31, 2022
Medical equipment	$	254,247	$	244,517
Leasehold improvements	44,000		43,382
Equipment under finance leases	45,348		44,845
Office and computer equipment	19,151		17,742
Transportation and service equipment	11,542		11,672
Furniture and fixtures	3,439		3,362
Construction in progress	3,550		4,636
	381,277		370,156
Less accumulated depreciation	183,718		148,942
	$	197,559	$	221,214

Goodwill (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Changes in the carrying amount of goodwill are as follows:


(in thousands)	Radiology		Oncology		Total
Balance, December 31, 2022	$	682,725	$	86,385	$	769,110
Impairment	(53,460)		—		(53,460)

Goodwill written off in connection with site closure	—		(381)		(381)
Balance, June 30, 2023	$	629,265	$	86,004	$	715,269

Schedule Of Significant Unobservable Inputs Used In The Fair Value Measurement Of Goodwill

Specifically, the Company utilized the following Level 3 estimates and assumptions in its analysis:


Discount rate			9.5% to 10.0%
Perpetual growth rate			3.0%
Tax rate			26.0%
Risk-free interest rate			3.5%
Revenue multiple			1.8 to 2.2
EBITDA multiple			7.5 to 9.5

Other Intangible Assets - (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets Excluding Goodwill

Other intangible assets consist of the following:


(dollars in thousands)	Weighted Average Useful Life (in years)	June 30, 2023						December 31, 2022
		Gross Carrying Amount		Accumulated Amortization		Other Intangible Assets, Net		Gross Carrying Amount		Accumulated Amortization		Other Intangible Assets, Net
Finite-lived intangible assets:
Customer contracts	20	$	250,733	$	(23,057)	$	227,676	$	263,388	$	(17,588)	$	245,800
Trade names	18	76,391		(13,324)		63,067		77,135		(11,063)		66,072
Management agreements	17	10,200		(1,100)		9,100		10,200		(800)		9,400
Other	5	5,739		(4,628)		1,111		5,719		(4,454)		1,265
Total		$	343,063	$	(42,109)	300,954		$	356,442	$	(33,905)	322,537
Certificates of Need						69,558						69,558
Total other intangible assets						$	370,512					$	392,095

The Company performs an impairment test when indicators of impairment are present. As of June 30, 2023, there were no indications of impairment of the Company's other intangible assets balances.

Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt consists of the following:


(in thousands)	June 30, 2023		December 31, 2022
2028 Senior Notes	$	375,000	$	375,000
2025 Senior Notes	475,000		475,000
Subordinated Notes	451,265		423,303
Equipment Debt	63,842		72,754
	1,365,107		1,346,057
Debt discount/premium and deferred issuance costs	(72,748)		(71,444)
	1,292,359		1,274,613
Less current portion	19,282		19,961
Long-term debt, net of current portion	$	1,273,077	$	1,254,652

Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of Other Accrued Liabilities

Accrued liabilities consist of the following:


(in thousands)	June 30, 2023		December 31, 2022
Accrued compensation and related expenses	$	21,743	$	25,655
Accrued interest expense	18,267		18,183
Other	48,329		43,078
	$	88,339	$	86,916

Redeemable Noncontrolling Interests (Tables)

6 Months Ended

Jun. 30, 2023

Noncontrolling Interest [Abstract]

Schedule of Redeemable Noncontrolling Interests

The following is a rollforward of the activity in the redeemable noncontrolling interests for the six months ended June 30, 2023:


(in thousands)
Balance, December 31, 2022	$	30,337
Net income attributable to redeemable noncontrolling interests	611
Contributions received from redeemable noncontrolling interests	107
Distributions paid to redeemable noncontrolling interests	(4,255)
Balance, June 30, 2023	$	26,800

Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2023

Financial Instruments [Abstract]

Schedule of Fair Value Measurements, Recurring and Nonrecurring

The following table summarizes the valuation of the Company’s financial instruments that are reported at fair value on a recurring basis:


	Fair Value as of June 30, 2023								Fair Value as of December 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Current and long-term assets:
Interest rate and fuel option contracts	$	—	$	64	$	—	$	64	$	—	$	52	$	—	$	52
Long-term liabilities:
Derivative in subordinated notes	$	—	$	—	$	5,831	$	5,831	$	—	$	—	$	6,132	$	6,132

Schedule of Reconciliation of Liability Related to the Embedded Derivative


(in thousands)
Balance, December 31, 2022	$	6,132
Change in fair value	(301)
Balance, June 30, 2023	$	5,831

Schedule of Fair Value Of Other Current And Non Current Liabilities

The estimated fair values of other current and non-current liabilities are as follows:


(in thousands)	June 30, 2023		December 31, 2022
2028 Senior Notes	$	247,705	$	228,894
2025 Senior Notes	390,814		339,385
Subordinated Notes	294,380		254,951
Equipment Debt	53,272		58,698
	$	986,171	$	881,928

Schedule of Information Regarding The Carrying Value Of Financial Instruments

The following table summarizes information regarding the carrying value of the Company’s financial instruments:


(in thousands)	June 30, 2023		December 31, 2022
Financial assets measured at amortized cost:
Cash and cash equivalents	$	37,968	$	59,424
Accounts receivable	115,790		114,166
	$	153,758	$	173,590
Financial liabilities measured at amortized cost:
Accounts payable	$	43,575	$	36,618
Current portion of long-term debt	19,282		19,961
Current portion of leases	23,581		25,023
Non-current portion of long-term debt	1,273,077		1,254,652
Non-current portion of leases	167,948		179,980
Accrued liabilities	88,339		86,916
	$	1,615,802	$	1,603,150
Financial assets measured at fair value through earnings:
Fuel option contract	$	36	$	—
Financial liabilities measured at fair value through earnings:
Derivative in subordinated notes	$	5,831	$	6,132
Financial assets measured at fair value through other comprehensive income:
Interest rate contracts	$	28	$	52

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Schedule of RSU Activity

A summary of RSU activity is as follows:


	Number of RSUs	Weighted- Average Grant Date Fair Value		Aggregate Fair Value (in thousands)
Outstanding and unvested at December 31, 2022	2,143,601	$	1.77
Granted	2,217,213	0.67		$	1,479
Vested	(1,186,978)	2.06		$	2,450
Cancelled	(57,078)	1.10		$	(63)
Outstanding and unvested at June 30, 2023	3,116,758	$	0.89	$	2,761

Schedule of the Stock Option Activity

A summary of the stock option activity is as follows:


	Number of Options	Weighted- Average Exercise price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022	5,348,120	$	2.56	3.3	$	378
Outstanding at June 30, 2023	5,348,120	$	2.56	2.8	$	—
Exercisable at June 30, 2023	5,325,020	$	2.55	2.8	$	—

Supplemental Revenue Information (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Information

The following table summarizes the components of the Company’s revenues by payor category:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Patient fee payors:
Commercial	$	65,066	$	71,609	$	130,588	$	140,710
Medicare	20,082		21,002		41,502		42,174
Medicaid	3,256		3,347		6,661		6,449
Other patient revenue	2,729		3,213		5,324		6,487
	91,133		99,171		184,075		195,820
Hospitals and healthcare providers	91,513		90,651		183,975		178,110
Other revenue	2,194		2,306		4,382		4,461
	$	184,840	$	192,128	$	372,432	$	378,391

Cost of Operations, excluding Depreciation and Amortization (Tables)

6 Months Ended

Jun. 30, 2023

Cost Of Operations Excluding Depreciation And Amortization [Abstract]

Schedule of Cost of Goods and Service Excluding Depletion Depreciation and Amortization

The following table summarizes the components of the Company’s cost of operations, excluding depreciation and amortization:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Employee compensation	$	68,302	$	72,021	$	139,829	$	147,148
Third-party services and professional fees	32,091		29,919		62,920		59,096
Rent and utilities	12,780		12,742		25,121		25,219
Reading fees	11,953		11,788		23,552		23,286
Administrative	12,944		11,467		23,365		23,091
Medical supplies and other	20,425		16,637		39,275		31,895
	$	158,495	$	154,574	$	314,062	$	309,735

Supplemental Statement of Operations Information (Tables)

6 Months Ended

Jun. 30, 2023

Other Income and Expenses [Abstract]

Schedule of Restructuring Charges

Restructuring charges consist of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Transformation costs	$	939	$	4,025	$	6,659	$	4,025
Lease termination costs	7		1,840		7		1,840
Domestication and related costs	—		1,063		—		1,063
Other	(2)		316		14		396
	$	944	$	7,244	$	6,680	$	7,324

Schedule of Other Operating Expense (Income)

Other operating expense (income), net consists of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Loss on sale of accounts receivable	$	922	$	—	$	1,046	$	—
Gain from insurance proceeds	—		—		(776)		—
Loss (gain) on disposal of property and equipment, net	(348)		170		(417)		372
Other, net	(97)		416		(127)		207
	$	477	$	586	$	(274)	$	579

Schedule Of Other Non-operating Losses (gains)

Other non-operating expense (income), net consists of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Capital structure initiatives	$	1,912	$	—	$	1,912	$	—
Acquisition-related costs	155		86		298		468
Fair value adjustment on derivative in subordinated notes	(258)		(1,009)		(301)		(839)
Earnings from unconsolidated investees	(128)		(248)		(279)		(488)
Other, net	665		(1,164)		584		(1,152)
	$	2,346	$	(2,335)	$	2,214	$	(2,011)

Schedule of Impairment of Assets

Impairment charges relate to the following assets:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Goodwill (Note 5)	$	53,460	$	—	$	53,460	$	—


	$	53,460	$	—	$	53,460	$	—

Basic and Diluted Loss per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share Basic and Diluted

The loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average common shares outstanding during the period.


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share amounts)	2023		2022		2023		2022
Net loss attributable to common stockholders	$	(96,652)	$	(30,469)	$	(131,800)	$	(61,280)
Weighted average common shares outstanding:
Basic and diluted	90,503,986		89,516,513		90,163,458		89,296,619
Net loss per share attributable to common stockholders:
Basic and diluted	$	(1.07)	$	(0.34)	$	(1.46)	$	(0.69)
Employee stock options, warrants and restricted share units excluded from the computation of diluted per share amounts as their effect would be antidilutive	1,478,978		2,042,461		2,006,143		2,207,983

Segment Information (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Schedule of Revenue By Segment

The following table summarizes the Company’s revenues by segment:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Radiology	$	156,291	$	160,867	$	313,692	$	316,207
Oncology	28,549		31,261		58,740		62,184
	$	184,840	$	192,128	$	372,432	$	378,391

Schedule of Company's Adjusted EBITDA

The following table summarizes the Company’s Adjusted EBITDA by segment:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Adjusted EBITDA:
Radiology	$	25,449	$	35,692	$	55,775	$	64,281
Oncology	8,072		10,302		17,920		20,335
Corporate	(6,994)		(7,810)		(14,027)		(14,414)
	$	26,527	$	38,184	$	59,668	$	70,202

Schedule of Net Income (Loss) to Total Adjusted EBITDA

A reconciliation of the net loss to total Adjusted EBITDA is shown below:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Net loss	$	(96,411)	$	(26,079)	$	(125,601)	$	(52,511)
Interest expense	31,164		29,290		61,861		57,971
Income tax benefit	(1,578)		(3,483)		(704)		(2,920)
Depreciation and amortization	35,015		25,200		58,008		49,931
Impairment charges	53,460		—		53,460		—
Restructuring charges	944		7,244		6,680		7,324
Severance and related costs	22		5,559		(27)		7,797
Settlements, recoveries and related costs	465		814		1,913		677
Stock-based compensation	441		758		840		1,819
Loss on sale of accounts receivable	922		—		1,046		—
Loss (gain) on disposal of property and equipment, net	(348)		170		(417)		372
Capital structure initiatives	1,912		—		1,912		—
Acquisition-related costs	155		86		298		468
Fair value adjustment on derivative	(258)		(1,009)		(301)		(839)
Deferred rent expense	(43)		247		142		579
Other, net	665		(613)		558		(466)
Adjusted EBITDA	$	26,527	$	38,184	$	59,668	$	70,202

Schedule of Segment Reporting Information By Segment

The following table summarizes the Company’s total assets by segment:


(in thousands)	June 30, 2023		December 31, 2022
Identifiable assets:
Radiology	$	1,304,358	$	1,400,938
Oncology	312,992		346,337
Corporate	18,392		17,840
	$	1,635,742	$	1,765,115

The following table summarizes the Company’s capital expenditures by segment:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Capital expenditures:
Radiology	$	7,093	$	4,648	$	9,069	$	13,460
Oncology	500		858		1,000		1,834
Corporate	1,359		82		1,391		172
	$	8,952	$	5,588	$	11,460	$	15,466

Variable Interest Entities (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Variable Interest Entity [Line Items]
Assets	$ 1,635,742		$ 1,765,115
Liabilities	1,635,186		1,623,824
Net cash provided by operating activities	17,955	$ 21,079
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Assets	39,600		36,000
Liabilities	2,900		$ 1,400
Revenues	85,700	92,800
Net cash provided by operating activities	$ 77,900	$ 93,200

Property and Equipment - Summary of Detailed Information of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Equipment under finance leases	$ 45,348	$ 44,845
Total property and equipment, gross	381,277	370,156
Less accumulated depreciation	183,718	148,942
Property and equipment, net	197,559	221,214
Medical equipment
Property, Plant and Equipment [Line Items]
Total property and equipment – cost	254,247	244,517
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment – cost	44,000	43,382
Office and computer equipment
Property, Plant and Equipment [Line Items]
Total property and equipment – cost	19,151	17,742
Transportation and service equipment
Property, Plant and Equipment [Line Items]
Total property and equipment – cost	11,542	11,672
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment – cost	3,439	3,362
Construction in progress
Property, Plant and Equipment [Line Items]
Total property and equipment – cost	$ 3,550	$ 4,636

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 18.2	$ 20.2	$ 36.4	$ 39.9
Net book value of equipment under finance leases	$ 25.4		$ 25.4		$ 26.3

Goodwill - Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill [Roll Forward]
Balance - Beginning of period			$ 769,110
Impairment	$ (53,460)	$ 0	(53,460)	$ 0
Goodwill written off in connection with site closure			(381)
Balance - End of period	715,269		715,269
Radiology
Goodwill [Roll Forward]
Balance - Beginning of period			682,725
Impairment	(53,500)		(53,460)
Goodwill written off in connection with site closure			0
Balance - End of period	629,265		629,265
Oncology
Goodwill [Roll Forward]
Balance - Beginning of period			86,385
Impairment			0
Goodwill written off in connection with site closure			(381)
Balance - End of period	$ 86,004		$ 86,004

Goodwill - Schedule Of Significant Unobservable Inputs Used In The Fair Value Measurement Of Goodwill (Details)	Jun. 30, 2023
Discount rate \| Minimum
Goodwill [Line Items]
Goodwill measurement input	0.095
Discount rate \| Maximum
Goodwill [Line Items]
Goodwill measurement input	0.100
Perpetual growth rate
Goodwill [Line Items]
Goodwill measurement input	0.030
Tax rate
Goodwill [Line Items]
Goodwill measurement input	0.260
Risk-free interest rate
Goodwill [Line Items]
Goodwill measurement input	0.035
Revenue multiple \| Minimum
Goodwill [Line Items]
Goodwill measurement input	1.8
Revenue multiple \| Maximum
Goodwill [Line Items]
Goodwill measurement input	2.2
EBITDA multiple \| Minimum
Goodwill [Line Items]
Goodwill measurement input	7.5
EBITDA multiple \| Maximum
Goodwill [Line Items]
Goodwill measurement input	9.5

Goodwill - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill [Line Items]
Impairment	$ 53,460	$ 0	$ 53,460	$ 0
Radiology
Goodwill [Line Items]
Impairment	$ 53,500		$ 53,460

Other Intangible Assets - Schedule Of Intangible Assets Excluding Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 343,063	$ 356,442
Accumulated Amortization	(42,109)	(33,905)
Other Intangible Assets, Net	300,954	322,537
Certificates of Need	69,558	69,558
Total other intangible assets	$ 370,512	392,095
Customer contracts
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	20 years
Gross Carrying Amount	$ 250,733	263,388
Accumulated Amortization	(23,057)	(17,588)
Other Intangible Assets, Net	$ 227,676	245,800
Trade names
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	18 years
Gross Carrying Amount	$ 76,391	77,135
Accumulated Amortization	(13,324)	(11,063)
Other Intangible Assets, Net	$ 63,067	66,072
Management agreements
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	17 years
Gross Carrying Amount	$ 10,200	10,200
Accumulated Amortization	(1,100)	(800)
Other Intangible Assets, Net	$ 9,100	9,400
Other
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life (in years)	5 years
Gross Carrying Amount	$ 5,739	5,719
Accumulated Amortization	(4,628)	(4,454)
Other Intangible Assets, Net	$ 1,111	$ 1,265

Other Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	$ 16.8	$ 5.0	$ 21.6	$ 10.0
Oncology
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	$ 12.1		$ 12.1

Long-Term Debt - Summary of Long-term debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Disclosure Details Of Allocation Of Gross Proceeds From Subordinated Debt Shares Warrants and Derivatives [Line Items]
Long-term debt	$ 1,365,107	$ 1,346,057
Debt discount/premium and deferred issuance costs	(72,748)	(71,444)
Total long-term debt	1,292,359	1,274,613
Less current portion	19,282	19,961
Long-term debt, net of current portion	1,273,077	1,254,652
2028 Senior Notes
Disclosure Details Of Allocation Of Gross Proceeds From Subordinated Debt Shares Warrants and Derivatives [Line Items]
Long-term debt	375,000	375,000
2025 Senior Notes
Disclosure Details Of Allocation Of Gross Proceeds From Subordinated Debt Shares Warrants and Derivatives [Line Items]
Long-term debt	475,000	475,000
Subordinated Notes
Disclosure Details Of Allocation Of Gross Proceeds From Subordinated Debt Shares Warrants and Derivatives [Line Items]
Long-term debt	451,265	423,303
Equipment Debt
Disclosure Details Of Allocation Of Gross Proceeds From Subordinated Debt Shares Warrants and Derivatives [Line Items]
Long-term debt	$ 63,842	$ 72,754

Long-Term Debt - Additional Information (Details) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)
Subordinated Notes
Debt Instrument [Line Items]
Accrued interest added to the principal balance	$ 28.0

Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued compensation and related expenses	$ 21,743	$ 25,655
Accrued interest expense	18,267	18,183
Other	48,329	43,078
Total accrued liabilities	$ 88,339	$ 86,916

Redeemable Noncontrolling Interests - Additional Information (Detail) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Noncontrolling Interest [Abstract]
Redeemable noncontrolling interests	$ 26,800	$ 30,337

Redeemable Noncontrolling Interest - Summary of Redeemable Noncontrolling Interests (Detail) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Balance, December 31, 2022	$ 30,337
Net income attributable to redeemable noncontrolling interests	611
Contributions received from redeemable noncontrolling interests	107
Distributions paid to redeemable noncontrolling interests	(4,255)
Balance, June 30, 2023	$ 26,800

Financial Instruments - Schedule of Fair Value Measurements, Recurring and Nonrecurring (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Interest rate and fuel option contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Current and long-term assets:	$ 64	$ 52
Interest rate and fuel option contracts \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Current and long-term assets:	0	0
Interest rate and fuel option contracts \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Current and long-term assets:	64	52
Interest rate and fuel option contracts \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Current and long-term assets:	0	0
Derivative in subordinated notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term liabilities:	5,831	6,132
Derivative in subordinated notes \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term liabilities:	0	0
Derivative in subordinated notes \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term liabilities:	0	0
Derivative in subordinated notes \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term liabilities:	$ 5,831	$ 6,132

Financial Instruments - Additional Information (Details) $ in Millions	Sep. 01, 2021	Jun. 30, 2023 USD ($) yr	Dec. 31, 2022 USD ($) yr
Revolving Credit Facility \| Interest Rate Contract
Financial Instruments [Line Items]
Increase decrease in the variable rate of interest		1.00%	1.00%
Equipment Debt
Financial Instruments [Line Items]
Long term debt unhedged \| $		$ 0.3	$ 0.4
Subordinated Notes \| Stone Peak Magnet
Financial Instruments [Line Items]
Debt covenant, redemption option, change of control period (in years)	7 years
Level 3 \| Measurement Input Probability Weighted Time
Financial Instruments [Line Items]
Embedded derivative liability measurement input \| yr		3.2	3.5
Level 3 \| Measurement Input Probability Of Exit Event Percentage
Financial Instruments [Line Items]
Embedded derivative liability measurement input		0.217	0.229

Financial Instruments - Summary of Reconciliation of Liability Related to the Embedded Derivative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disclosure Of Movement In Embedded Derivative Liabilities [Roll Forward]
Change in fair value	$ 258	$ 1,009	$ 301	$ 839
Subordinated Notes \| Stone Peak Magnet \| Level 3
Disclosure Of Movement In Embedded Derivative Liabilities [Roll Forward]
Balance, December 31, 2022			6,132
Change in fair value			(301)
Balance, June 30, 2023	$ 5,831		$ 5,831

Financial Instruments - Schedule Of Fair Value Of Other Current And Non Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument fair value	$ 986,171	$ 881,928
2028 Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument fair value	247,705	228,894
2025 Senior Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument fair value	390,814	339,385
Subordinated Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument fair value	294,380	254,951
Equipment Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument fair value	$ 53,272	$ 58,698

Financial Instruments - Schedule of Information Regarding The Carrying Value Of Financial Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 37,968	$ 59,424
Accounts receivable	115,790	114,166
Current portion of long-term debt	19,282	19,961
Non-current portion of long-term debt	1,273,077	1,254,652
Accrued liabilities	88,339	86,916
Financial assets measured at fair value through earnings:
Fuel option contract	36	0
Reported Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	37,968	59,424
Accounts receivable	115,790	114,166
Financial assets measured at amortized cost	153,758	173,590
Accounts payable	43,575	36,618
Current portion of long-term debt	19,282	19,961
Current portion of leases	23,581	25,023
Non-current portion of long-term debt	1,273,077	1,254,652
Non-current portion of leases	167,948	179,980
Accrued liabilities	88,339	86,916
Financial liabilities measured at amortized cost	1,615,802	1,603,150
Financial liabilities measured at fair value through earnings:
Derivative in subordinated notes	5,831	6,132
Financial assets measured at fair value through other comprehensive income:
Interest rate contracts	$ 28	$ 52

Stockholders' Equity - Additional Information (Detail)		6 Months Ended
Stockholders' Equity - Additional Information (Detail)	Apr. 18, 2023	Jun. 30, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Common stock, shares authorized (in shares)		300,000,000	300,000,000
Common stock, par or stated value per share (in USD per share) \| $ / shares		$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)		50,000,000	50,000,000
Preferred stock, par or stated value per share (in USD per share) \| $ / shares		$ 0.01	$ 0.01
Restricted Stock Units (RSUs)
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Vesting period		2 years
Employee Stock Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Vesting period		3 years
Options granted (in shares)		0
Employee Stock Option \| Minimum
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Term of award		7 years
Employee Stock Option \| Maximum
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Term of award		10 years
Domestication
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Common stock, shares authorized (in shares)		300,000,000
Common stock, par or stated value per share (in USD per share) \| $ / shares		$ 0.01
Preferred stock, shares authorized (in shares)		50,000,000
Preferred stock, par or stated value per share (in USD per share) \| $ / shares		$ 0.01
2023 Stock Plans
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Common stock options reserved for issuance (as a percent)	0.10
Common stock options reserved for issuance (in shares)		9,099,849	8,981,151

Stockholders' Equity - Summary of RSU Activity (Detail) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares
Number of RSUs
Beginning balance (in shares) \| shares	2,143,601
Granted (in shares) \| shares	2,217,213
Vested (in shares) \| shares	(1,186,978)
Cancelled (in shares) \| shares	(57,078)
Ending balance (in shares) \| shares	3,116,758
Weighted- Average Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 1.77
Granted (in dollars per share) \| $ / shares	0.67
Vested (in dollars per share) \| $ / shares	2.06
Cancelled (in dollars per share) \| $ / shares	1.10
Ending balance (in dollars per share) \| $ / shares	$ 0.89
Aggregate Grant Date Fair Value, Granted \| $	$ 1,479
Aggregate Grant Date Fair Value, Vested \| $	2,450
Aggregate Grant Date Fair Value, Cancelled \| $	(63)
Aggregate Grant Date Fair Value, Outstanding and unvested \| $	$ 2,761

Stockholders' Equity - Summary of the Stock Option Activity (Detail) - Stock Options - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Number of Options
Beginning balance (in share)	5,348,120
Ending balance (in share)	5,348,120	5,348,120
Weighted- Average Exercise price
Beginning balance (in USD per share)	$ 2.56
Ending balance (in USD per share)	$ 2.56	$ 2.56
Stock Options Additional Disclosures
Number of Options, Exercisable (in shares)	5,325,020
Weighted-Average Exercise price, Exercisable (in dollars per share)	$ 2.55
Weighted- Average Remaining Contractual Term (Years)	2 years 9 months 18 days	3 years 3 months 18 days
Weighted-Average Remaining Contractual Term, Exercisable	2 years 9 months 18 days
Aggregate Intrinsic Value (in thousands)	$ 0	$ 378
Aggregate Intrinsic Value, Exercisable	$ 0

Commitments and Contingencies (Details) - Commitement For The Purchase Of Equipment $ in Millions	Jun. 30, 2023 USD ($)
Loss Contingencies [Line Items]
Purchase commitments	$ 38.4
Greater Than Six Months
Loss Contingencies [Line Items]
Purchase commitments	6.0
Within the Remaining Six Months
Loss Contingencies [Line Items]
Purchase commitments	$ 32.5

Supplemental Revenue Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Other revenue	$ 2,194	$ 2,306	$ 4,382	$ 4,461
Total revenue	184,840	192,128	372,432	378,391
Sales Channel, Directly to Consumer
Disaggregation of Revenue [Line Items]
Service fees - net of allowances and discounts	91,133	99,171	184,075	195,820
Commercial \| Sales Channel, Directly to Consumer
Disaggregation of Revenue [Line Items]
Service fees - net of allowances and discounts	65,066	71,609	130,588	140,710
Medicare \| Sales Channel, Directly to Consumer
Disaggregation of Revenue [Line Items]
Service fees - net of allowances and discounts	20,082	21,002	41,502	42,174
Medicaid \| Sales Channel, Directly to Consumer
Disaggregation of Revenue [Line Items]
Service fees - net of allowances and discounts	3,256	3,347	6,661	6,449
Other patient revenue \| Sales Channel, Directly to Consumer
Disaggregation of Revenue [Line Items]
Service fees - net of allowances and discounts	2,729	3,213	5,324	6,487
Hospitals and healthcare providers \| Sales Channel, Through Intermediary
Disaggregation of Revenue [Line Items]
Service fees - net of allowances and discounts	$ 91,513	$ 90,651	$ 183,975	$ 178,110

Cost of Operations, excluding Depreciation and Amortization (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Cost Of Goods And Service Excluding Depletion Depreciation And Amortization [Line Items]
Cost of operations, excluding depreciation and amortization	$ 158,495	$ 154,574	$ 314,062	$ 309,735
Employee compensation
Cost Of Goods And Service Excluding Depletion Depreciation And Amortization [Line Items]
Cost of operations, excluding depreciation and amortization	68,302	72,021	139,829	147,148
Third-party services and professional fees
Cost Of Goods And Service Excluding Depletion Depreciation And Amortization [Line Items]
Cost of operations, excluding depreciation and amortization	32,091	29,919	62,920	59,096
Rent and utilities
Cost Of Goods And Service Excluding Depletion Depreciation And Amortization [Line Items]
Cost of operations, excluding depreciation and amortization	12,780	12,742	25,121	25,219
Reading fees
Cost Of Goods And Service Excluding Depletion Depreciation And Amortization [Line Items]
Cost of operations, excluding depreciation and amortization	11,953	11,788	23,552	23,286
Administrative
Cost Of Goods And Service Excluding Depletion Depreciation And Amortization [Line Items]
Cost of operations, excluding depreciation and amortization	12,944	11,467	23,365	23,091
Medical supplies and other
Cost Of Goods And Service Excluding Depletion Depreciation And Amortization [Line Items]
Cost of operations, excluding depreciation and amortization	$ 20,425	$ 16,637	$ 39,275	$ 31,895

Supplemental Statement of Operations Information - Schedule of Restructuring Charges (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 944	$ 7,244	$ 6,680	$ 7,324
Transformation costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	939	4,025	6,659	4,025
Lease termination costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	7	1,840	7	1,840
Domestication and related costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	1,063	0	1,063
Other
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ (2)	$ 316	$ 14	$ 396

Supplemental Statement of Operations Information - Additional Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Accounts payable	$ 43,575	$ 36,618
Minimum
Restructuring Cost and Reserve [Line Items]
Severance benefits, payment period	12 months
Maximum
Restructuring Cost and Reserve [Line Items]
Severance benefits, payment period	18 months
Transformation costs
Restructuring Cost and Reserve [Line Items]
Accounts payable	$ 3,400	$ 4,500
Transformation Costs, Fixed Fees
Restructuring Cost and Reserve [Line Items]
Remaining transformation costs	12,500
Transformation Costs, Milestone Fees
Restructuring Cost and Reserve [Line Items]
Remaining transformation costs	7,000
Transformation Costs, Performance Fees
Restructuring Cost and Reserve [Line Items]
Remaining transformation costs	15,000
Employee Severance
Restructuring Cost and Reserve [Line Items]
Accrued liability for unpaid transformation consulting costs	$ 1,500

Supplemental Statement of Operations Information - Schedule of Other Operating Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Other Income and Expenses [Abstract]
Loss on sale of accounts receivable	$ 922	$ 0	$ 1,046	$ 0
Gain from insurance proceeds	0	0	(776)	0
Loss (gain) on disposal of property and equipment, net	(348)	170	(417)	372
Other, net	(97)	416	(127)	207
Other operating expense (income), net	$ 477	$ 586	$ (274)	$ 579

Supplemental Statement of Operations Information - Schedule of Other Non-operating Losses (gains) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Other Income and Expenses [Abstract]
Capital structure initiatives	$ 1,912	$ 0	$ 1,912	$ 0
Acquisition-related costs	155	86	298	468
Fair value adjustment on derivative	(258)	(1,009)	(301)	(839)
Earnings from unconsolidated investees	(128)	(248)	(279)	(488)
Other, net	665	(1,164)	584	(1,152)
Other non-operating expense (income), net	$ 2,346	$ (2,335)	$ 2,214	$ (2,011)

Supplemental Statement of Operations Information - Schedule of Impairment of Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Other Income and Expenses [Abstract]
Goodwill	$ 53,460	$ 0	$ 53,460	$ 0
Impairment charges	$ 53,460	$ 0	$ 53,460	$ 0

Investments in Unconsolidated Investees (Detail) - USD ($) $ in Millions	Mar. 01, 2021	Jun. 30, 2023
Other Investments [Line Items]
Payments to acquire Investments	$ 4.6
Equity method investments		$ 7.9
Common Equity \| Share Purchase Warrants
Other Investments [Line Items]
Payments to acquire Investments	$ 0.4
AI Business
Other Investments [Line Items]
Equity method investment, ownership percentage	34.50%	15.00%
AI Business \| Common Equity \| Share Purchase Warrants
Other Investments [Line Items]
Equity method investment, ownership percentage		2.40%

Basic and Diluted Loss per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
Net loss attributable to common stockholders	$ (96,652)	$ (30,469)	$ (131,800)	$ (61,280)
Weighted average common shares outstanding:
Basic (in shares)	90,503,986	89,516,513	90,163,458	89,296,619
Diluted (in shares)	90,503,986	89,516,513	90,163,458	89,296,619
Net loss per share attributable to common stockholders:
Basic (in USD per share)	$ (1.07)	$ (0.34)	$ (1.46)	$ (0.69)
Diluted (in USD per share)	$ (1.07)	$ (0.34)	$ (1.46)	$ (0.69)
Employee stock options, warrants and restricted share units excluded from the computation of diluted per share amounts as their effect would be antidilutive (in shares)	1,478,978	2,042,461	2,006,143	2,207,983

Segment Information - Additional Information (Details)	22 Months Ended
Segment Information - Additional Information (Details)	Jun. 30, 2023 segment
Segment Reporting [Abstract]
Number of reportable segments	2

Segment Information - Summary of Company's Revenues By Segment (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 184,840	$ 192,128	$ 372,432	$ 378,391
Radiology
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	156,291	160,867	313,692	316,207
Oncology
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 28,549	$ 31,261	$ 58,740	$ 62,184

Segment Information - Summary of Company's Adjusted EBITDA (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting, Revenue Reconciling Item [Line Items]
Adjusted EBITDA	$ 26,527	$ 38,184	$ 59,668	$ 70,202
Corporate
Segment Reporting, Revenue Reconciling Item [Line Items]
Adjusted EBITDA	(6,994)	(7,810)	(14,027)	(14,414)
Radiology \| Operating Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Adjusted EBITDA	25,449	35,692	55,775	64,281
Oncology \| Operating Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Adjusted EBITDA	$ 8,072	$ 10,302	$ 17,920	$ 20,335

Segment Information - Summary of Net Income (Loss) to Total Adjusted EBITDA (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting [Abstract]
Net loss	$ (96,411)	$ (26,079)	$ (125,601)	$ (52,511)
Interest expense	31,164	29,290	61,861	57,971
Income tax benefit	(1,578)	(3,483)	(704)	(2,920)
Depreciation and amortization	35,015	25,200	58,008	49,931
Impairment charges	53,460	0	53,460	0
Restructuring charges	944	7,244	6,680	7,324
Severance and related costs	22	5,559	(27)	7,797
Settlements, recoveries and related costs	465	814	1,913	677
Stock-based compensation	441	758	840	1,819
Loss on sale of accounts receivable	922	0	1,046	0
Loss (gain) on disposal of property and equipment, net	(348)	170	(417)	372
Capital structure initiatives	1,912	0	1,912	0
Acquisition-related costs	155	86	298	468
Fair value adjustment on derivative	(258)	(1,009)	(301)	(839)
Deferred rent expense	(43)	247	142	579
Other, net	665	(613)	558	(466)
Adjusted EBITDA	$ 26,527	$ 38,184	$ 59,668	$ 70,202

Segment Information - Schedule Of Segment Reporting Information By Segment (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Segment Reporting Information [Line Items]
Identifiable assets	$ 1,635,742		$ 1,635,742		$ 1,765,115
Capital expenditures	8,952	$ 5,588	11,460	$ 15,466
Corporate
Segment Reporting Information [Line Items]
Identifiable assets	18,392		18,392		17,840
Capital expenditures	1,359	82	1,391	172
Radiology \| Operating Segments
Segment Reporting Information [Line Items]
Identifiable assets	1,304,358		1,304,358		1,400,938
Capital expenditures	7,093	4,648	9,069	13,460
Oncology \| Operating Segments
Segment Reporting Information [Line Items]
Identifiable assets	312,992		312,992		$ 346,337
Capital expenditures	$ 500	$ 858	$ 1,000	$ 1,834

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