On the Company entered into an Asset and Franchise Purchase Agreement under which (i) the Company repurchased from the seller operating franchise in West Covina, California and (ii) the parties agreed to terminate a franchise agreement for an operating franchise. The Company operates the remaining franchise as a company-managed clinic. The total purchase price for the transaction was less of net deferred revenue resulting in total purchase consideration of

 

On the Company entered into an Asset and Franchise Purchase Agreement under which the Company repurchased from the seller operating franchise in Phoenix, Arizona. The Company operates the franchise as a company-owned clinic. The total purchase price for the transaction was less of net deferred revenue resulting in total purchase consideration of

 

On the Company entered into an Asset and Franchise Purchase Agreement under which the Company repurchased from the seller operating franchises in Savannah, Georgia, Pooler, Georgia and Bluffton, South Carolina. The Company operates the franchises as company-owned clinics. The total purchase price for the transaction was less of net deferred revenue resulting in total purchase consideration of

 

On the Company entered into an Asset and Franchise Purchase Agreement under which the Company repurchased from the seller operating franchise in Sayebrook, South Carolina. The Company operates the franchise as a company-owned clinic. The total purchase price for the transaction was less of net deferred revenue resulting in total purchase consideration of

 

On the Company entered into an Asset and Franchise Purchase Agreement under which the Company repurchased from the seller operating franchise in Chula Vista, California. The Company operates the franchise as a company-managed clinic. The total purchase price for the transaction was less of net deferred revenue resulting in total purchase consideration of

 

 

The following summarizes the aggregate estimated fair values of the assets acquired and liabilities assumed during as of the acquisition date:

 

	Property and equipment		$	149,542
	Operating lease right-of-use asset			1,219,244
	Intangible assets			1,989,169
	Total assets acquired			3,357,955
	Goodwill			898,031
	Deferred revenue			(123,254	)
	Operating lease liability - current portion			(208,226	)
	Operating lease liability - net of current portion			(858,161	)
	Deferred tax liability			(11,410	)
	Bargain purchase gain			(19,298	)
	Net purchase price		$	3,035,637

 

Intangible assets in the table above consist of reacquired franchise rights of amortized over an estimated useful life of to years and customer relationships of amortized over an estimated useful life of years.

 

Goodwill was established due primarily to synergies and benefits expected to be gained from leveraging the Company’s existing operations and infrastructures, as well as the expected associated revenue and cash flow projections. Goodwill has been allocated to the Company’s Corporate Clinics segment based on such expected benefits. Goodwill related to the acquisition is expected to be deductible for income tax purposes over the next years. The purchase price allocation is preliminary, and the Company expects to finalize the allocation during the quarter of

 

 

The following table summarizes selected unaudited pro forma condensed consolidated statements of operations data for the and months ended and as if the acquisitions in had been completed on

 

		Pro Forma for the Three Months Ended								Pro Forma for the Nine Months Ended
		September 30, 2019				September 30, 2018				September 30, 2019				September 30, 2018
Revenues, net		$	12,898,252			$	9,950,098			$	35,995,375			$	28,876,720
Net income (loss)		$	596,980			$	(266,524	)		$	1,837,801			$	(424,422	)

 

This selected unaudited pro forma consolidated financial data is included only for the purpose of illustration and does necessarily indicate what the operating results would have been if the acquisitions had been completed on that date. Moreover, this information is indicative of what the Company’s future operating results will be. The information for and prior to the acquisitions is included based on prior accounting records maintained by the acquired clinics. In some cases, accounting policies differed materially from accounting policies adopted by the Company following the acquisition. For this information includes actual data recorded in the Company’s financial statements for the period subsequent to the date of the acquisition. The Company’s condensed consolidated statements of operations for the months ended include net revenue and net loss of approximately and respectively, attributable to the acquisitions. The Company’s consolidated statements of operations for the months ended include net revenue and net loss of approximately and 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 The pro forma earnings do include adjustments related to acquisition-related costs incurred in which were material.