| Schedule of Assets Acquired and Liabilities Assumed |
The following table shows the allocation of
the purchase price of Jamestown Regional Medical Center to the acquired identifiable assets acquired, and liabilities assumed:
| Total purchase price |
|
$ |
635,096 |
|
| Tangible and intangible assets acquired, and liabilities assumed at fair value: |
|
|
|
|
| Cash |
|
$ |
375 |
|
| Inventories |
|
|
450,682 |
|
| Prepaids and deposits |
|
|
310,385 |
|
| Property and equipment |
|
|
7,129,484 |
|
| Intangible assets |
|
|
504,806 |
|
| Accrued expenses |
|
|
(193,966 |
) |
| Net tangible and intangible assets acquired |
|
|
8,201,766 |
|
| Gain on bargain purchase (1) |
|
$ |
7,566,670 |
|
| |
(1) |
Gain was adjusted in the fourth quarter of 2018 from $7,732,302 to $7,566,670 to reflect an adjustment of the value of the property and equipment acquired. |
The following table shows the preliminary allocation
of the purchase price of Jellico Community Hospital and CarePlus Center to the acquired identifiable assets acquired, and liabilities
assumed:
| Total purchase price |
|
$ |
658,537 |
|
| Tangible and intangible assets acquired, and liabilities assumed at estimated fair value: |
|
|
|
|
| Inventories |
|
$ |
317,427 |
|
| Property and equipment |
|
|
500,000 |
|
| Intangible asset- certificate of need |
|
|
250,000 |
|
| Accrued expenses |
|
|
(158,890 |
) |
| Net tangible and intangible assets acquired |
|
|
908,537 |
|
| Gain on bargain purchase |
|
$ |
250,000 |
|
|
| Schedule of Unaudited Pro-forma of Results of Operations |
The following presents the unaudited pro-forma
combined results of operations of the Company and Jamestown Regional Medical Center and Jellico Community Hospital and CarePlus
Center as if the acquisitions had occurred on January 1, 2018. 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 acquisitions been completed as of January 1, 2018 or to project potential operating results as of any
future date or for any future periods.
| |
|
Three Months Ended
June 30, 2018 |
|
|
Six Months Ended
June 30, 2019 |
|
|
Six Months Ended
June 30, 2018
|
|
| |
|
|
|
|
|
|
|
|
|
| Net revenue |
|
$ |
8,387,086 |
|
|
$ |
10,969,459 |
|
|
$ |
17,221,565 |
|
| Net income (loss) from continuing operations |
|
|
43,380,783 |
|
|
|
(26,409,730 |
) |
|
|
(104,817,250 |
) |
| Deemed dividend from trigger of down round provision feature |
|
|
— |
|
|
|
(123,861,587 |
) |
|
|
— |
|
| Net (loss) income from discontinued operations |
|
|
(146,577 |
) |
|
|
(653,860 |
) |
|
|
275,216 |
|
| Net income (loss) to common shareholders - basic |
|
$ |
43,234,206 |
|
|
$ |
(150,925,177 |
) |
|
$ |
(104,542,034 |
) |
| Adjustments for diluted loss to common shareholders |
|
|
(51,446,478 |
) |
|
|
— |
|
|
|
— |
|
| Net loss to common shareholders - diluted |
|
$ |
(8,212,272 |
) |
|
$ |
(150,925,177 |
) |
|
$ |
(104,542,034 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic continuing operations |
|
$ |
26.77 |
|
|
$ |
(0.01 |
) |
|
$ |
(101.24 |
) |
| Diluted continuing operations |
|
$ |
(0.34 |
) |
|
$ |
(0.01 |
) |
|
$ |
(101.24 |
) |
| Basic net income (loss) to common shareholders |
|
$ |
26.68 |
|
|
$ |
(0.04 |
) |
|
$ |
(100.97 |
) |
| Diluted net income (loss) to common shareholders |
|
$ |
(0.35 |
) |
|
$ |
(0.04 |
) |
|
$ |
(100.97 |
) |
|