Annual report pursuant to Section 13 and 15(d)

Acquisitions (Tables)

v3.23.3
Acquisitions (Tables)
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
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,
(Restated)
2022 2021
Revenues, net $ 107,022,047  $ 87,280,590 
Net (loss) income
171,315  6,424,015
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