Acquisition and Assets Held for Sale (Tables)
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9 Months Ended |
Sep. 30, 2023 |
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| Business Combination and Asset Acquisition [Abstract] |
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| Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
The allocation of the total purchase price of the CA Clinics Purchase was as follows:
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| Property and equipment |
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$ |
313,995 |
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| Operating lease right-of-use asset |
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317,662 |
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| Intangible assets |
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1,004,513 |
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| Total assets acquired |
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1,636,170 |
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| Deferred revenue |
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(158,365) |
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| Operating lease liability - current portion |
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(118,081) |
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| Operating lease liability - net of current portion |
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(199,957) |
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| Net purchase consideration |
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$ |
1,159,767 |
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The allocation of the total purchase price of the AZ Clinics Purchase was as follows:
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| Property and equipment |
$ |
241,511 |
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| Operating lease right-of-use asset |
912,937 |
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| Intangible assets |
3,689,100 |
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| Total identifiable assets acquired |
4,843,548 |
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| Goodwill |
3,408,205 |
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| Deferred revenue |
(455,317) |
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| Operating lease liability - current portion |
(128,516) |
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| Operating lease liability - net of current portion |
(784,722) |
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| Net purchase consideration |
$ |
6,883,198 |
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The allocation of the purchase price for the NC Clinics Purchase was as follows:
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| Property and equipment |
$ |
142,395 |
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| Operating lease right-of-use asset |
122,641 |
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| Intangible assets |
1,299,607 |
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| Total identifiable assets acquired |
1,564,643 |
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| Deferred revenue |
(153,176) |
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| Operating lease liability - current portion |
(85,414) |
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| Operating lease liability - net of current portion |
(40,388) |
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| Net purchase consideration |
$ |
1,285,665 |
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| Schedule of Business Acquisition, Pro Forma Information |
The following table summarizes selected unaudited pro forma consolidated income statements for the three and nine months ended September 30, 2023 and 2022 for the 2023 and 2022 acquisitions, as if the CA Clinics Purchase in 2023 and the NC Clinics Purchase in 2022 (which have been accounted for as an asset purchase) and the AZ Clinics Purchase in 2022 (which have been accounted for as a business combination) had all been completed on January 1, 2022.
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
| Revenues, net |
$ |
29,473,949 |
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$ |
26,905,560 |
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$ |
87,820,694 |
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$ |
76,866,953 |
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| Net income |
(703,681) |
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697,316 |
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1,290,407 |
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(491,325) |
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The Company’s condensed consolidated income statements for the three and nine months ended September 30, 2023 include net revenue and net income, excluding corporate clinic segment overhead costs, of the acquired California clinics as follows:
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2023 |
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2023 |
| Revenues, net |
$ |
375,625 |
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$ |
544,344 |
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| Net income |
41,847 |
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80,936 |
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| Summary Of Assets And Liabilities Held For Sale |
The principal components of the held for sale assets and liabilities as of September 30, 2023 were as follows:
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September 30, 2023 |
| Assets |
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Property and equipment, net |
$ |
2,153,454 |
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| Operating lease right-of-use asset |
2,204,293 |
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| Intangible assets, net |
386,280 |
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| Goodwill |
44,515 |
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| Valuation allowance |
(816,429) |
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| Total assets held for sale |
$ |
3,972,113 |
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| Liabilities |
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| Operating lease liability, current and non-current |
$ |
2,585,642 |
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| Deferred revenue from company clinics |
386,291 |
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| Total liabilities to be disposed of |
$ |
2,971,933 |
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