Quarterly report pursuant to Section 13 or 15(d)

Acquisition

v3.20.2
Acquisition
9 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
Acquisition

Note 5 – Acquisition

 

Purchase Agreement re Jellico Community Hospital and CarePlus Center

 

Effective March 5, 2019, the Company acquired certain assets related to Jellico Community Hospital and CarePlus Center. Jellico Community Hospital is a fully operational 54-bed acute care facility that offers comprehensive services, including diagnostic imaging, radiology, surgery (general, gynecological and vascular), nuclear medicine, wound care and hyperbaric medicine, intensive care, emergency care and physical therapy. The CarePlus Center offers sophisticated testing capabilities and compassionate care, all in a modern, patient-friendly environment. Services include diagnostic imaging services, x-ray, mammography, bone densitometry, computed tomography (CT), ultrasound, physical therapy and laboratory services on a walk-in basis.

 

The purchase price for Jellico Community Hospital and CarePlus Center was $658,537. This purchase price was made available by Mr. Diamantis, a former member of the Company’s Board of Directors. The total cost of the acquisition was approximately $908,537, including $250,000 of diligence, legal and other costs associated with the acquisition. The acquisition costs were fully expensed in 2019.

 

The 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 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 fair value of the assets acquired, net of the liabilities assumed, was $0.9 million. The excess of the aggregate fair value of the net tangible assets acquired over the purchase price was $250,000 and has been treated as a gain on bargain purchase in accordance with ASC 805. The gain was primarily due to the value of the intangible assets acquired. In addition, after evaluation, the Company has made no material adjustments to its preliminary allocation as set forth below. The purchase price allocation was based, in part, on management’s knowledge of hospital operations.

 

The following table shows the 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  

 

The following presents the unaudited pro-forma combined results of operations of the Company and Jellico Community Hospital and CarePlus Center as if the acquisition had occurred on January 1, 2019. 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, 2019 or to project potential operating results as of any future date or for any future periods.

       
Net revenue   $ 14,873,502  
Net loss from continuing operations     (38,062,595 )
Deemed dividends from trigger of down round provisions     (123,861,587 )
Net loss from discontinued operations     (1,266,764 )
Net loss available to common stockholders   $ (163,190,946 )
         
Net loss per common share:        
Basic and diluted net loss from continuing operations available to common stockholders   $ (362.90 )
Basic and diluted net loss available to common stockholders   $ (365.74 )