| Schedule of Assets Acquired and Liabilities Assumed |
The allocation of the total purchase price of AZ Clinics Purchase was as follows:
|
|
|
|
|
|
|
|
|
| Property and equipment |
|
$ |
241,511 |
|
| Operating lease right-of-use asset |
|
912,937 |
|
| Intangible assets |
|
3,689,100 |
|
| Total assets acquired |
|
4,843,548 |
|
| Goodwill |
|
3,408,205 |
|
| Deferred revenue |
|
(455,317) |
|
| Operating lease liability - current portion |
|
(128,516) |
|
| Operating lease liability - net of current portion |
|
(784,722) |
|
| Net purchase consideration |
|
$ |
6,883,198 |
|
The allocation of the total purchase price of NC Clinics Purchase was as follows:
|
|
|
|
|
|
|
|
|
| Property and equipment |
|
$ |
198,236 |
|
| Operating lease right-of-use asset |
|
521,222 |
|
| Intangible assets |
|
3,544,456 |
|
| Total assets acquired |
|
4,263,914 |
|
| Deferred revenue |
|
(326,332) |
|
| Operating lease liability - current portion |
|
(146,255) |
|
| Operating lease liability - net of current portion |
|
(367,536) |
|
| Net purchase consideration |
|
$ |
3,423,791 |
|
The allocation of the total purchase price of CA Clinics Purchase was as follows:
|
|
|
|
|
|
|
|
|
| Property and equipment |
|
$ |
677,518 |
|
| Tenant improvement allowance |
|
55,790 |
|
| Operating lease right-of-use asset |
|
1,520,353 |
|
| Intangible assets |
|
1,480,359 |
|
| Total assets acquired |
|
3,734,020 |
|
| Deferred revenue |
|
(215,555) |
|
| Operating lease liability - current portion |
|
(200,877) |
|
| Operating lease liability - net of current portion |
|
(1,422,461) |
|
| Net purchase consideration |
|
$ |
1,895,127 |
|
The allocation of the purchase price was as follows:
|
|
|
|
|
|
|
|
|
| Property and equipment |
|
$ |
4,928 |
|
| Operating lease right-of-use asset |
|
651,197 |
|
| Intangible assets |
|
1,579,500 |
|
| Total assets acquired |
|
2,235,625 |
|
| Goodwill |
|
459,599 |
|
| Deferred revenue |
|
(123,976) |
|
| Operating lease liability - current portion |
|
(49,303) |
|
| Operating lease liability - net of current portion |
|
(626,362) |
|
| Net purchase consideration |
|
$ |
1,895,583 |
|
The allocation of the purchase price for the six North Carolina clinics on April 1, 2021 was as follows:
|
|
|
|
|
|
|
|
|
| Property and equipment |
|
$ |
524,046 |
|
| Operating lease right-of-use asset |
|
865,813 |
|
| Intangible assets |
|
2,187,472 |
|
| Total assets acquired |
|
3,577,331 |
|
| Deferred revenue |
|
(244,998) |
|
| Operating lease liability - current portion |
|
(185,181) |
|
| Operating lease liability - net of current portion |
|
(637,565) |
|
| Net purchase consideration |
|
$ |
2,509,587 |
|
The allocation of the purchase price for the four North Carolina clinics on November 1, 2021 was as follows:
|
|
|
|
|
|
|
|
|
| Property and equipment |
|
$ |
252,631 |
|
| Operating lease right-of-use asset |
|
1,341,482 |
|
| Intangible assets |
|
1,092,341 |
|
| Total assets acquired |
|
2,686,454 |
|
| Deferred revenue |
|
(144,383) |
|
| Operating lease liability - current portion |
|
(135,784) |
|
| Operating lease liability - net of current portion |
|
(1,180,861) |
|
| Net purchase consideration |
|
$ |
1,225,426 |
|
|
| Schedule of Unaudited Pro Forma Information |
The following table summarizes selected unaudited pro forma consolidated income statements for the years ended December 31, 2022 and 2021 for all 2022 acquisitions, as if the AZ Clinics Purchase (which has been accounted for as a business combination) and the NC and CA Clinics Purchases (which have been accounted for as asset purchases) in 2022 had been completed on January 1, 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2022 |
|
2021 |
| Revenues, net |
|
$ |
107,681,146 |
|
|
$ |
88,129,230 |
|
| Net income |
|
721,860 |
|
5,434,738 |
The Company’s consolidated income statements for the year ended December 31, 2022 include net revenue and net income, excluding corporate clinics segment overhead costs, of the acquired clinics in Arizona, North Carolina, and California as follows:
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2022 |
| Revenues, net |
|
$ |
3,351,521 |
|
| Net income |
|
947,551 |
|