Management's Discussion and

Analysis of Financial Condition

and Results of Operations (Restated)

For the three-month periods ended March 31, 2021 and 2020

November 15, 2021

Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.................

3

RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS FOR THE CORRECTION OF AN

OVERSTATEMENT OF ACCOUNTS RECEIVABLE AND PROPERTY AND EQUIPMENT .......................................................

3

NON-GAAP MEASURES ................................................................................................................................................

4

FORWARD-LOOKING STATEMENTS..............................................................................................................................

4

OVERVIEW ...................................................................................................................................................................

6

SUMMARY OF FACTORS AFFECTING OUR PERFORMANCE ...........................................................................................

6

Number of Clinics......................................................................................................................................................

6

Competition ..............................................................................................................................................................

7

Industry Trends.........................................................................................................................................................

7

HOW WE ASSESS THE PERFORMANCE OF OUR BUSINESS ............................................................................................

7

GAAP Measures .......................................................................................................................................................

7

Non-GAAP Measures................................................................................................................................................

8

FACTORS AFFECTING THE COMPARABILITY OF OUR RESULTS ......................................................................................

8

Acquisition Activity ....................................................................................................................................................

8

Newly Adopted Accounting Standards .......................................................................................................................

9

Segments .................................................................................................................................................................

9

RECENT DEVELOPMENTS .............................................................................................................................................

9

COVID-19.................................................................................................................................................................

9

Government Payments............................................................................................................................................

10

2025 Senior Notes ..................................................................................................................................................

10

Investment in Artificial Intelligence Business ............................................................................................................

11

Issuance of RSUs and Stock Options ......................................................................................................................

11

Subsequent Events.................................................................................................................................................

11

RESULTS OF OPERATIONS ..........................................................................................................................................

15

SELECTED CONSOLIDATED BALANCE SHEET INFORMATION.......................................................................................

17

LIQUIDITY AND CAPITAL RESOURCES.........................................................................................................................

20

General ..................................................................................................................................................................

20

Lending Arrangements and Debt .............................................................................................................................

21

CONTRACTUAL OBLIGATIONS ....................................................................................................................................

22

FINANCIAL INSTRUMENTS .........................................................................................................................................

22

OFF-BALANCE SHEET ARRANGEMENTS ......................................................................................................................

23

SHARE INFORMATION................................................................................................................................................

23

RELATED PARTY TRANSACTIONS................................................................................................................................

23

CRITICAL ACCOUNTING ESTIMATES ...........................................................................................................................

24

Accounts Receivable...............................................................................................................................................

24

Impairment of Goodwill and Long-Lived Assets ........................................................................................................

24

Income Taxes .........................................................................................................................................................

25

Business Combinations...........................................................................................................................................

25

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING.....................

25

Identification of material weaknesses.......................................................................................................................

26

Accounts Receivable...............................................................................................................................................

26

Capitalization Adjustments ......................................................................................................................................

26

Remediation of material weaknesses in internal control over financial reporting.........................................................

27

RISK FACTORS ............................................................................................................................................................

28

ADDITIONAL INFORMATION ......................................................................................................................................

49

AKUMIN INC | Management's Discussion and Analysis | Q1 2021 2

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following restated management's discussion and analysis dated November 15, 2021 ("MD&A") provides information concerning Akumin Inc.'s ("Akumin" or the "Company") financial condition and results of operations. You should read the following MD&A together with our restated condensed consolidated interim financial statements and related notes for the three-month period ended March 31, 2021 (the "Q1 2021 Financial Statements"). This MD&A contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements because of certain factors, including, but not limited to, those which are not within our control. See "Forward-Looking Statements".

Amounts stated in this MD&A are in thousands of U.S. dollars, unless otherwise stated.

Restatement of previously issued Consolidated Financial Statements for the correction of an overstatement of accounts receivable and property and equipment

At June 30, 2021, management determined that the accounts receivable balance would need to be reduced by net cumulative implicit price concessions of approximately $31.7 million at March 31, 2021. Accounts receivable are reported on a net realizable value, based on the amount expected to be collected from customers, which considers implicit price concessions. Implicit price concessions represent differences between amounts billed and the estimated consideration the Company expects to receive based on negotiated discounts, historical collection experience and other anticipated adjustments. The implicit price concessions impact was (i) a decrease of accounts receivable of $31.7 million, $28.9 million, $32.5 million as of March 31, 2021, December 31, 2020 and March 31, 2020, respectively, (ii) a decrease of goodwill of $9.6 million, $9.6 million and $3.7 million as of March 31, 2021, December 31, 2020 and March 31, 2020, respectively, and

  1. a decrease of revenue of $2.9 million and $3.1 million for the three-month periods ended March 31, 2021 and March 31, 2020, respectively. Refer to Note 4 of the Restated Consolidated Financial Statements as at March 31, 2021.

While performing its review of the interim financial statements for the quarter ended June 30, 2021, management identified costs associated with certain replacement components on equipment when repaired were capitalized and recorded in property and equipment in the Company's consolidated balance sheets as of March 31, 2021 and prior periods. Management determined the costs of the replacement components should have been expensed as repairs and maintenance, rather than capitalized. The Company has made adjustments ("Capitalization Adjustments") to correct these errors that have been reflected as a reduction to the carrying value of property and equipment (and the associated amounts of accumulated depreciation and depreciation expense), resulting in an increase in repairs and maintenance costs and a decrease in depreciation expense, which are both included in operating expenses.

The Capitalization Adjustments consisted of (i) a decrease of property and equipment, net, of $17.6 million, $16.6 million and $13.1 million as of March 31, 2021, December 31, 2020 and March 31, 2020, respectively, (ii) an increase in the cost of operations of $2.1 million and $2.1 million for the three-month periods ended March 31, 2021 and March 31, 2020, respectively, (iii) a decrease in depreciation expense of $1.1 million and $0.7 million for the three-month periods ended March 31, 2021 and March 31, 2020, respectively, and (iv) a decrease to the loss on disposal of property and equipment of $nil and $0.1 million for the three-month periods ended March 31, 2021 and March 31, 2020, respectively.

The cumulative impact of the above-noted items, certain previously unadjusted immaterial items and the related tax impacts on shareholders' equity as at March 31, 2021 was $58.2 million.

The changes in the implicit price concessions and Capitalization Adjustments are considered corrections of errors for accounting purposes and, as such, required a restatement of the financial statements for the three-month period ended March 31, 2021 and for the years ended December 31, 2020 and December 31, 2019. Due to these accounting errors, the Company's management has concluded that material weaknesses in its internal controls over financial reporting existed for the three-month period ended March 31, 2021 and as at December 31, 2020 and December 31, 2019, and through the

AKUMIN INC | Management's Discussion and Analysis | Q1 2021 3

current date. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. A further description is included below under the heading "Disclosure Controls and Procedures and Internal Controls Over Financial Reporting".

Non-GAAP Measures

This MD&A makes reference to certain non-GAAP measures. These non-GAAP measures are not recognized measures under United States generally accepted accounting principles ("GAAP") and do not have a standardized meaning prescribed by GAAP. There is unlikely to be comparable or similar measures presented by other companies. Rather, these non-GAAP measures are provided as additional information to complement those GAAP measures by providing further understanding of our results of operations from management's perspective. Accordingly, these non-GAAP measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under GAAP. We use non-GAAP financial measures, including "EBITDA", "Adjusted EBITDA", "Adjusted EBITDA Margin" and "Adjusted net income (loss) attributable to shareholders of Akumin" (each as defined below). These non-GAAP measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on GAAP measures. We believe the use of these non-GAAP measures, along with GAAP financial measures, enhances the reader's understanding of our operating results and is useful to us and to investors in comparing performance with competitors, estimating enterprise value, and making investment decisions. We also believe that securities analysts, investors, and other interested parties frequently use non-GAAP measures in the evaluation of issuers. Our management uses non-GAAP measures to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

We define such non-GAAP measures as follows:

"EBITDA" means net income (loss) attributable to shareholders of the Company before interest expense (net), income tax expense (benefit) and depreciation and amortization.

"Adjusted EBITDA" means EBITDA, as further adjusted for stock-based compensation, impairment of property and equipment, provisions for certain credit losses, settlement costs, provisions, acquisition-related and public offering costs, gains (losses) in the period, deferred rent expense (credit) and one-time adjustments.

"Adjusted EBITDA Margin" means Adjusted EBITDA divided by the total revenue in the period.

"Adjusted net income (loss) attributable to shareholders of Akumin" means Adjusted EBITDA less depreciation and amortization and interest expense, taxed at Akumin's estimated effective tax rate, which is a blend of U.S. federal and state statutory tax rates for Akumin for the period.

Forward-Looking Statements

This MD&A contains or incorporates by reference "forward-looking information" or "forward-looking statements" within the meaning of applicable Canadian securities laws. Forward-looking statements describe our 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 contained in this MD&A include, without limitation, statements regarding:

  • 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 diagnostic imaging market;

AKUMIN INC | Management's Discussion and Analysis | Q1 2021 4

  • 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;
  • the availability of radiologists at our contracted radiology practices;
  • competition;
  • acquisitions and divestitures of businesses;
  • potential synergies from acquisitions;
  • non-whollyowned 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 named 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 market and sell new services that we acquire;
  • 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 acquisitions;
  • 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;
  • 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 or personnel;
  • the risk that 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; and
  • 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.

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 MD&A 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 natural disaster or other calamity.

AKUMIN INC | Management's Discussion and Analysis | Q1 2021 5

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Akumin Inc. published this content on 15 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 November 2021 12:21:20 UTC.