Acquisitions (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
|---|
| Business Combinations [Abstract] |
|
| Schedule of Assets Acquired and Liabilites 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 estimated 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 |
|
$ |
7,566,670 |
|
|
| Schedule of Intangible Assets Acquisition |
The
intangible assets acquired in the Jamestown acquisition consisted of the following at December 31, 2018:
| |
|
Acquired
in
2018
|
|
|
Life |
|
Impairment
in
2018
|
|
|
Amortization
for the
Year Ended
December
31, 2018
|
|
|
Carrying
Value
December
31, 2018
|
|
| Certificate of need |
|
$ |
259,443 |
|
|
Infinite |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
259,443 |
|
| Non-compete |
|
|
245,363 |
|
|
2 yrs. |
|
|
(173,799 |
) |
|
|
(71,564 |
) |
|
|
- |
|
| Total
intangibles |
|
$ |
504,806 |
|
|
|
|
$ |
(173,799 |
) |
|
$ |
(71,564 |
) |
|
$ |
259,443 |
|
| Schedule of Impaired Asset of Operations Results |
As noted in the table above, we fully impaired the non-compete intangible asset acquired in the acquisition of Jamestown Regional Medical Center
at December 31, 2018. We determined that this asset was impaired primarily due to the operating results of Jamestown Regional
Medical Center since the acquisition on June 1, 2018, which were as follows:
| |
|
For
the Period
June
1, 2018
to
December 31, 2018
(unaudited)
|
|
| Net Revenue |
|
$ |
7,898,222 |
|
| Net Loss |
|
$ |
(2,022,380 |
|
| 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
as if the acquisition had occurred on January 1, 2017.
| |
|
Year
Ended |
|
| |
|
December
31, |
|
| |
|
2018 |
|
|
2017 |
|
| |
|
(unaudited) |
|
| Net revenue |
|
$ |
19,983,266 |
|
|
$ |
19,446,732 |
|
| Net loss from continuing operations |
|
|
(15,720,672 |
) |
|
|
(55,305,325 |
) |
| Net loss |
|
|
(16,155,515 |
) |
|
|
(59,582,243 |
) |
| Deemed dividend
from trigger of down round provision feature |
|
|
(231,843,826 |
) |
|
|
(53,341,619 |
) |
| Net loss to common
stockholders |
|
$ |
(247,999,341 |
) |
|
$ |
(112,923,862 |
) |
| |
|
|
|
|
|
|
|
|
| Net loss per common share: |
|
|
|
|
|
|
|
|
| Basic and diluted
continuing operations |
|
$ |
(24.70 |
) |
|
$ |
(23,537.03 |
) |
| Basic and diluted
net loss to common stockholders |
|
$ |
(24.75 |
) |
|
$ |
(24,463.57 |
) |
|