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Acquisitions (Tables)
12 Months Ended
Mar. 31, 2015
BCHC  
Business Acquisition [Line Items]  
Schedule Of Business Acquisitions By Acquisition Consideration Transferred
The acquisition-date fair value of the consideration transferred was as follows:
 
Cash consideration
 
$
900,000
 
Fair value of equity consideration
 
 
230,862
 
Working capital adjustment
 
 
(106,522)
 
 
 
$
1,024,340
 
Schedule of Purchase Prices Allocations
Under the acquisition method of accounting, the total purchase price was allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with the remainder allocated to goodwill. Goodwill is deductible for tax purposes. The final allocation of the total purchase price to the net assets acquired and liabilities assumed and included in the Company’s consolidated balance sheet at March 31, 2015 is as follows:
 
Cash and cash equivalents
 
$
77,020
 
Accounts receivable
 
 
253,193
 
Prepaid expenses and other current assets
 
 
467
 
Property and equipment
 
 
7,130
 
Identifiable intangible assets
 
 
532,000
 
Goodwill
 
 
398,467
 
Total assets acquired
 
 
1,268,277
 
 
 
 
 
 
Accounts payable and accrued liabilities
 
 
243,937
 
Total liabilities assumed
 
 
243,937
 
Net assets acquired
 
$
1,024,340
 
Weighted-average amortization period for intangible assets acquired
 The intangible assets acquired consisted of the following:
 
 
 
Life
(yrs.)
 
Additions
 
Medicare license
 
 
Indefinite
 
$
462,000
 
Trade name
 
 
5
 
 
51,000
 
Non-compete agreements
 
 
5
 
 
19,000
 
 
 
 
 
 
 
532,000
 
HCHHA  
Business Acquisition [Line Items]  
Schedule Of Business Acquisitions By Acquisition Consideration Transferred
The acquisition-date fair value of the consideration transferred was as follows:
 
Cash consideration
 
$
300,000
 
Fair value of equity consideration
 
 
43,286
 
Working capital adjustment
 
 
(21,972)
 
 
 
$
321,314
 
Schedule of Purchase Prices Allocations
Under the acquisition method of accounting, the total purchase price was allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with the remainder allocated to goodwill. Goodwill is not deductible for tax purposes. The final allocation of the total purchase price to the net assets acquired and liabilities assumed and included in the Company’s consolidated balance sheet at March 31, 2015 is as follows:
 
Cash and cash equivalents
 
$
(37,087)
 
Accounts receivable
 
 
149,599
 
Property and equipment
 
 
3,035
 
Identifiable intangible assets
 
 
284,000
 
Goodwill
 
 
268,989
 
Total assets acquired
 
 
668,536
 
Accounts payable and accrued liabilities
 
 
232,570
 
Deferred tax liability
 
 
114,652
 
Total liabilities assumed
 
 
347,222
 
Net assets acquired
 
 
321,314
 
Weighted-average amortization period for intangible assets acquired
The intangible assets acquired consisted of the following:
 
 
 
Life
(yrs.)
 
Additions
 
Medicare license
 
 
Indefinite
 
$
242,000
 
Trade name
 
 
5
 
 
38,000
 
Non-compete agreements
 
 
5
 
 
4,000
 
 
 
 
 
 
$
284,000
 
AKM  
Business Acquisition [Line Items]  
Schedule Of Business Acquisitions By Acquisition Consideration Transferred
The acquisition-date fair value of the consideration transferred was as follows:
 
Cash consideration
 
$
140,000
 
Holdback consideration paid to seller
 
 
140,000
 
Working capital adjustment paid to seller
 
 
236,236
 
Total purchase consideration
 
$
516,236
 
Schedule of Purchase Prices Allocations
Under the acquisition method of accounting, the total purchase price was allocated to AKM’s net tangible assets based on their estimated fair values as of the closing date, with the remainder allocated to goodwill. Goodwill is not deductible for tax purposes. The allocation of the total purchase price to the net assets acquired and included in the Company’s consolidated balance sheet is as follows:
    
Cash consideration
 
$
140,000
 
Holdback consideration
 
 
376,236
 
Total consideration
 
$
516,236
 
 
 
 
 
 
Cash and cash equivalents
 
$
356,359
 
Marketable securities
 
 
389,094
 
Accounts receivable
 
 
31,193
 
Prepaid expenses and other assets
 
 
26,311
 
Intangibles
 
 
213,000
 
Goodwill
 
 
83,943
 
Accounts payable and accrued liabilities
 
 
(40,439)
 
Deferred tax liability
 
 
(84,847)
 
Medical payables
 
 
(458,378)
 
Net assets acquired
 
$
516,236
 
Weighted-average amortization period for intangible assets acquired
The intangible assets acquired consisted of the following:
 
 
 
Life
(yrs.)
 
Additions
 
 
 
 
 
 
 
 
Payor relationships
 
5
 
$
107,000
 
Trade name
 
4
 
 
66,000
 
Non-compete agreements
 
3
 
 
40,000
 
 
 
 
 
$
213,000
 
SCHC  
Business Acquisition [Line Items]  
Schedule Of Business Acquisitions By Acquisition Consideration Transferred
The acquisition-date fair value of the consideration transferred was as follows:
 
Cash consideration
 
$
2,428,391
 
Fair value of warrant consideration
 
 
132,000
 
 
 
$
2,560,391
 
Schedule of Purchase Prices Allocations
Under the acquisition method of accounting, the total purchase price was allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with the remainder allocated to goodwill. Goodwill is not deductible for tax purposes. The final allocation of the total purchase price to the net assets acquired and liabilities assumed and included in the Company’s consolidated balance sheet at March 31, 2015 is as follows:
 
Cash and cash equivalents
 
$
264,601
 
Accounts receivable
 
 
750,433
 
Receivable from affiliate
 
 
67,714
 
Prepaid expenses and other current assets
 
 
82,430
 
Property and equipment
 
 
607,315
 
Identifiable intangible assets
 
 
416,000
 
Goodwill
 
 
922,734
 
Other assets
 
 
66,762
 
Total assets acquired
 
 
3,177,989
 
 
 
 
 
 
Accounts payable and accrued liabilities
 
 
134,426
 
Note payable to financial institution
 
 
463,582
 
Deferred tax liability
 
 
19,590
 
Total liabilities assumed
 
 
617,598
 
 
 
 
 
 
Net assets acquired
 
$
2,560,391
 
Weighted-average amortization period for intangible assets acquired
The intangible assets acquired consisted of the following:
 
 
 
Life
(yrs.)
 
Additions
 
 
 
 
 
 
 
 
 
Network relationships
 
 
5
 
$
220,000
 
Trade name
 
 
5
 
 
102,000
 
Non-compete agreements
 
 
3
 
 
94,000
 
 
 
 
 
 
$
416,000
 
Whittier  
Business Acquisition [Line Items]  
Schedule of Purchase Prices Allocations
Under the acquisition method of accounting, the total purchase price is allocated to Whittier’s net tangible and intangible assets based on their estimated fair values as of the closing date. The allocation of the total purchase price to the net assets acquired is included in our consolidated balance sheet. The acquisition-date fair value of the consideration transferred and the total purchase consideration allocated to the acquisition of the net tangible and intangible assets based on their estimated fair values were as of the closing date as follows:
 
Cash consideration
 
$
100,000
 
Fair value of promissory note due to seller
 
 
145,000
 
Total purchase consideration
 
$
245,000
 
 
 
 
 
 
Property and equipment
 
$
10,000
 
Exclusivity Agreement
 
 
40,000
 
Noncompete Agreement
 
 
20,000
 
Goodwill
 
 
175,000
 
Total fair value of assets acquired
 
$
245,000
 
Weighted-average amortization period for intangible assets acquired
The acquired intangible assets consists of an exclusivity agreement principally relating to an independent practice association and a non-compete agreement with the selling physician. The weighted-average amortization period for such intangible assets acquired is outlined in the table below:
 
 
 
 
 
 
Weighted-average
 
 
 
Assets
 
Amortization
 
 
 
Acquired
 
Period (years)
 
 
 
 
 
 
 
 
Exclusivity Agreement
 
$
40,000
 
4
 
Noncompete Agreement
 
 
20,000
 
5
 
Total identifiable intangible assets
 
$
60,000
 
 
 
Fletcher  
Business Acquisition [Line Items]  
Schedule Of Business Acquisitions By Acquisition Consideration Transferred
The acquisition-date fair value of the consideration transferred was as follows:
 
Cash consideration
 
$
75,000
 
Fair value of promissory note due to seller
 
 
73,400
 
Total purchase consideration
 
$
148,400
 
Schedule of Purchase Prices Allocations
Under the acquisition method of accounting, the total purchase price is allocated to Fletcher’s net tangible and intangible assets based on their estimated fair values as of the closing date. The allocation of the total purchase price to the net assets acquired and included in our consolidated balance sheet is as follows:
 
 
Estimated
 
 
Fair
Value
 
Property and equipment
 
 
10,000
 
Noncompete Agreement
 
 
6,000
 
Goodwill
 
 
132,400
 
Total fair value of assets acquired
 
 
148,400
 
Weighted-average amortization period for intangible assets acquired
The acquired intangible assets consisted of an exclusivity agreement principally relating to an independent practice association and a non-compete agreement with the selling physician. The weighted-average amortization period for such intangible assets acquired is outlined in the table below:
 
 
 
 
 
 
Weighted-average
 
 
 
Assets
 
Amortization
 
 
 
Acquired
 
Period (years)
 
 
 
 
 
 
 
 
Noncompete Agreement
 
 
6,000
 
3
 
Total identifiable intangible assets
 
$
6,000
 
 
 
Eagle Rock  
Business Acquisition [Line Items]  
Schedule Of Business Acquisitions By Acquisition Consideration Transferred
The acquisition-date fair value of the consideration transferred as of the closing date is as follows:
 
Cash consideration
 
$
75,000
 
Fair value of promissory note due to seller
 
 
81,500
 
Total purchase consideration
 
$
156,500
 
Schedule of Purchase Prices Allocations
Under the acquisition method of accounting, the total purchase price is allocated to Eagle Rock’s net tangible and intangible assets based on their estimated fair values as of the closing date. The allocation of the total purchase price to the net assets acquired and included in our consolidated balance sheet is as follows:
 
 
 
Estimated
 
 
 
Fair Value
 
Noncompete Agreement
 
$
2,400
 
Goodwill
 
 
154,100
 
Total fair value of assets acquired
 
$
156,500
 
Weighted-average amortization period for intangible assets acquired
The acquired intangible assets consists of an exclusivity agreement principally relating to an independent practice association and a non-compete agreement with the selling physician. The weighted-average amortization period for such intangible assets acquired is outlined in the table below:
 
 
 
 
 
 
Weighted-average
 
 
 
Assets
 
Amortization
 
 
 
Acquired
 
Period (years)
 
 
 
 
 
 
 
 
Noncompete Agreement
 
 
2,400
 
3
 
Total identifiable intangible assets
 
$
2,400
 
 
 
BCHC, HCHHA, AKM and SCHC  
Business Acquisition [Line Items]  
Business Acquisition, Pro Forma Information
The results of operations for BCHC, HCHHA, AKM and SCHC are included in the consolidated statements of operations from the acquisition date of each. The pro forma results of operations are prepared for comparative purposes only and do not necessarily reflect the results that would have occurred had the acquisitions occurred at the beginning of the years presented or the results which may occur in the future. The following unaudited pro forma results of operations for the year ended March 31, 2015 assume the BCHC, HCHHA, AKM and SCHC acquisitions had occurred on April 1, 2014:
 
 
 
Year Ended
March 31, 2015
 
 
 
(unaudited)
 
Net revenue
 
$
37,036,240
 
Net loss
 
$
(2,244,224)
 
Basic and diluted loss per share
 
$
(0.46)