Quarterly report pursuant to Section 13 or 15(d)


9 Months Ended
Sep. 30, 2018
Business Combinations [Abstract]  

Note 6 – Acquisitions


Purchase Agreement Re Jamestown Regional Medical Center


On June 1, 2018, the Company acquired a business engaging in acute hospital care located in Jamestown, Tennessee under an asset purchase agreement. The acquisition also included a separate physician practice which now operates under the Company as Mountain View Physician Practice, Inc.


Pursuant to the asset purchase agreement, by and among the Company and Jamestown TN Medical Center, Inc., and HMA Fentress County Hospital, LLC, Jamestown HMA Physician Management, LLC and CHS/Community Health Systems, Inc. (the “Sellers”), the purchase price paid for the transaction was an aggregate of $668,983 which includes closing costs of $35,735 paid for in cash consideration to the Sellers.


The preliminary fair value of the purchase consideration paid to the Sellers was allocated to the net tangible and intangible assets acquired. The Company accounted for the acquisition as a business combination under U.S. GAAP. In accordance with the acquisition method of accounting under ASC Topic 805, “Business Combinations,” (“ASC 805”) the assets acquired, and liabilities assumed were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company.


The Company is currently undertaking a valuation study to determine the fair value of the assets acquired. The preliminary estimated fair value of the net assets acquired, and liabilities assumed is approximately $8.4 million. The excess of the aggregate fair value of the net tangible assets acquired over the purchase price is currently estimated to be $7.7 million and has been treated as a gain on bargain purchase in accordance with ASC 805. In addition, during the measurement period or until the valuation study is complete, the provisional amounts used for the purchase price allocation are subject to adjustments for a period not to exceed one year from the acquisition date. As a result, upon completion of the valuation study, the gain on bargain purchase presented below may be increased or decreased. The preliminary purchase price allocation was based, in part, on management’s knowledge of HMA Fentress County General Hospital and Jamestown HMA Physician Management, LLC.


The following table shows the preliminary allocation of the purchase price of Jamestown Regional Medical Center to the acquired identifiable assets acquired, and liabilities assumed:



Total purchase price   $ 668,983  
Tangible and intangible assets acquired, and liabilities assumed at estimated fair value:        
Cash   $ -  
Inventories     450,682  
Prepaids and deposits     310,385  
Property and equipment     7,347,468  
Intangible assets     486,716  
Accrued expenses     (193,966 )
Net tangible and intangible assets acquired   $ 8,401,285  
Gain on bargain purchase   $ 7,732,302  


The total cost relating to the acquisition was approximately $1,100,000. This includes $668,983, which was paid in cash consideration to the sellers, closing costs of $35,735, legal costs of approximately $115,000, and other diligence related costs, which were expensed as of September 30, 2018.


As prescribed by Regulation S-X of the Securities and Exchange Commission, within seventy-five days of the acquisition of a significant business, separate audited pre-acquisition historical financial statements are required to be filed. An audit of the Jamestown Regional Medical Center’s financial statements was deemed necessary based on the guidance applicable to our financial statements and based on the acquisition’s significance to the Company’s financial statements prior to completion. On August 25, 2018, the Company engaged our auditors, Haynie & Company to perform the required audit. As of the date of the filing of this report, the Company has not met this filing requirement.


The following presents the unaudited pro-forma combined results of operations of the Company and Jamestown Regional Medical Center as if the acquisition had occurred on January 1, 2017.


    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2017     2018     2017  
    (unaudited)     (unaudited)  
Net revenue   $ 4,606,295     $ 15,367,565     $ 13,042,346  
Net income (loss) from continuing operations     (10,581,164 )     (6,098,958 )     (30,956,920 )
Net income (loss)     (11,589,123 )     (5,983,171 )     (33,709,088 )
Deemed dividend from trigger of down round provision feature     (2,280,280 )     (17,942,578 )     (53,341,619 )
Net income (loss) to common shareholders   $ (13,869,403 )   $ (23,925,749 )   $ (87,050,707 )
Net income (loss) per common share:                        
Basic continuing operations   $ (4,400.39 )   $ (2.39 )   $ (22,648.83 )
Diluted continuing operations   $ (4,400.39 )   $ (2.39 )   $ (22,648.83 )
Basic net income (loss)   $ (5,767.87 )   $ (9.38 )   $ (63,688.40 )
Diluted net loss   $ (5,767.87 )   $ (9.38 )   $ (63,688.40 )
Weighted average number of common shares outstanding during the period:                        
Basic     2,405       2,550,632       1,367  
Diluted     2,405       2,550,632       1,367  


The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2017 or to project potential operating results as of any future date or for any future periods.