Annual report pursuant to Section 13 and 15(d)

Note 2 - Acquisitions

v3.7.0.1
Note 2 - Acquisitions
 12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
Note
2:
Acquisitions
 
Franchises acquired during
2016
 
During the year ended
December
31,
2016,
the Company continued to execute its growth strategy and entered into a series of unrelated transactions with existing franchisees to re-acquire an aggregate of
six
developed franchises and
one
undeveloped franchise throughout California and New Mexico for an aggregate purchase price of
$1,025,000,
subject to certain adjustments, consisting of cash of
$839,000
and notes payable of
$186,000.
The Company is operating the
six
developed franchises as company-owned or managed clinics and has terminated the undeveloped clinic license. At the time these transactions were consummated, the Company carried
a deferred revenue balance of
$29,000,
representing franchise fees collected upon the execution of the franchise agreements, and deferred franchise costs of
$1,450,
related to an undeveloped franchise.  The Company accounted for the franchise rights associated with the undeveloped franchise as a cancellation, and the respective deferred revenue and deferred franchise costs were netted against the aggregate purchase price.  The remaining
$997,450
was accounted for as consideration paid for the acquired franchises.
 
The Company incurred approximately
$75,000
of transaction costs related to these acquisitions for the year ended
December
31,
2016,
which are included in general and administrative expenses in the accompanying consolidated statements of operations.
   
Purchase Price Allocation
 
The following summarizes the aggregate estimated fair values of the assets acquired and liabilities assumed during
2016
as of the acquisition date:
 
Property and equipment   $
293,014
  
Intangible assets    
339,000
  
Favorable leases    
140,728
  
Goodwill    
269,780
  
Total assets acquired    
1,042,522
  
Deferred membership revenue    
(45,072
 )
Net purchase price   $
997,450
  
 
Intangible assets in the table above consist of reacquired franchise rights of
$181,000
and customer relationships of
$158,000,
and will be amortized over their estimated useful lives ranging from
six
to
eight
years and
two
years, respectively.
 
Goodwill recorded in connection with these acquisitions was attributable to the workforce of the clinics and synergies expected to arise from cost savings opportunities. All of the recorded goodwill is tax-deductible. 
 
Franchises acquired during
2015
 
During the year ended
December
31,
2015,
the Company entered into a series of unrelated transactions with existing franchisees to re-acquire an aggregate of
24
developed and
35
undeveloped franchises throughout Arizona, California and New York for an aggregate purchase price of
$5,725,875,
subject to certain adjustments, consisting of cash of
$4,925,525
and notes payable of
$800,350.
Of the
24
developed franchises, the Company is operating
22
as company-owned or managed clinics and has closed the remaining
two
clinics. The
35
undeveloped franchises have been terminated and the Company
may
relocate them. At the time these transactions were consummated, the Company carried
a deferred revenue balance of
$1,005,500,
representing franchise fees collected upon the execution of the franchise agreements, and deferred franchise costs of
$493,500,
related to undeveloped franchises.  The Company accounted for the franchise rights associated with the undeveloped franchises as a cancellation, and the respective deferred revenue and deferred franchise costs were netted against the aggregate purchase price.  The remaining
$5,213,875
was accounted for as consideration paid for the acquired franchises.
 
Additionally, in
January
2015,
in connection with the default by a franchisee under its franchise agreement, the Company assumed substantially all of the assets of a clinic in Tempe, Arizona in exchange for
$25,000.
  The Company has accounted for this as a business combination.  The Company completed its valuation of the fair value of the assets acquired, including intangible assets, in
September
2015.
Because the net assets acquired exceeded the consideration paid, the Company recognized a bargain purchase gain of
$233,804
during the year ended
December
31,
2015.
 
The Company also recognized a bargain purchase gain of
$27,343
related to the acquisition of
two
developed franchises and
seven
undeveloped franchises in San Diego, California. Total bargain purchase gain for the year ended
December
31,
2015
was
$261,147.
 
The Company incurred
$393,069
of transaction costs related to these acquisitions for the year ended
December
31,
2015
which are included in general and administrative expenses in the accompanying consolidated statements of operations.
   
Purchase Price Allocation
 
The purchase price allocations for these acquisitions are complete. The following summarizes the aggregate fair values of the assets acquired and liabilities assumed during
2015
as of the acquisition date:
 
Property and equipment   $
1,450,333
  
Intangible assets    
1,947,000
  
Favorable leases    
528,075
  
Goodwill    
1,899,449
  
Total assets acquired    
5,824,857
  
Unfavorable leases    
(74,927
 )
Deferred membership revenue    
(106,908
 )
Net assets acquired    
5,643,022
  
Deferred tax liability    
(168,000
 )
Bargain purchase gain    
(261,147
 )
Net purchase price   $
5,213,875
  
 
Intangible assets in the table above consist of reacquired franchise rights of
$1,449,000
and customer relationships of
$498,000,
and will be amortized over their estimated useful lives ranging from
six
to
eight
years and
two
years, respectively.
 
Goodwill recorded in connection with these acquisitions was attributable to the workforce of the clinics and synergies expected to arise from cost savings opportunities. All of the recorded goodwill is tax-deductible. 
 
Pro Forma Results of Operations (Unaudited)
 
The following table summarizes selected unaudited pro forma condensed consolidated statements of operations data for the year ended
December
31,
2016
and
2015
as if the acquisitions in
2016
had been completed on
January
1,
2015.
 
    Pro Forma for the Year Ended
    December 31, 2016   December 31, 2015
Revenues, net   $
20,985,277
     $
16,375,930
  
Net loss   $
(15,483,492
 )   $
(10,187,416
 )
 
This selected unaudited pro forma consolidated financial data is included only for the purpose of illustration and does not necessarily indicate what the operating results would have been if the acquisitions had been completed on that date. Moreover, this information is not indicative of what the Company’s future operating results will be. The information for
2015
and
2016
prior to the acquisitions is included based on prior accounting records maintained by the acquired companies. In some cases, accounting policies differed materially from accounting policies adopted by the Company following the acquisitions. For
2016,
this information includes actual data recorded in the Company’s consolidated financial statements for the period subsequent to the date of the acquisitions. The Company’s consolidated statements of operations for the year ended
December
31,
2016
includes net revenue and net income of approximately
$7.5
million and
$0.7
million, respectively, attributable to the acquisitions.
 
The pro forma amounts included in the table above reflect the application of accounting policies and adjustment of the results of the clinics to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property and equipment and intangible assets had been applied from
January
1,
2015,
together with the consequential tax impacts.