Acquisitions (Tables)
|
6 Months Ended |
Jun. 30, 2020 |
|---|
| Schedule of Business Acquisition, Pro Forma Information |
| |
|
Three Months Ended |
|
|
Six Months Ended |
|
| |
|
June 30, |
|
|
June 30, |
|
| |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
| |
|
($ in thousands except per share amounts) |
|
| Total revenue |
|
$ |
26,239 |
|
|
$ |
38,055 |
|
|
$ |
59,654 |
|
|
$ |
75,847 |
|
| Net loss |
|
$ |
(6,472 |
) |
|
$ |
(6,949 |
) |
|
$ |
(9,702 |
) |
|
$ |
(17,749 |
) |
| Net loss attributable to common shareholders |
|
$ |
(9,749 |
) |
|
$ |
(8,436 |
) |
|
$ |
(15,622 |
) |
|
$ |
(20,728 |
) |
| Net loss per common share |
|
$ |
(0.79 |
) |
|
$ |
(0.70 |
) |
|
$ |
(1.26 |
) |
|
$ |
(1.73 |
) |
|
| Meridian Billing Management Co [Member] |
|
| Summary of Total Consideration on Business Consideration |
A summary of the total consideration is as
follows:
Meridian Purchase Price
| Cash |
|
$ |
11,863,724 |
|
| Preferred stock |
|
|
5,000,000 |
|
| Warrants |
|
|
4,770,000 |
|
| Total purchase price |
|
$ |
21,633,724 |
|
|
| Schedule of Assets Acquired and Liabilities Assumed |
The preliminary purchase price allocation for
Meridian is summarized as follows:
| Accounts receivable |
|
$ |
3,800,037 |
|
| Prepaid expenses |
|
|
703,732 |
|
| Contract asset |
|
|
881,111 |
|
| Property and equipment |
|
|
425,993 |
|
| Operating lease right-of-use assets |
|
|
2,805,993 |
|
| Customer relationships |
|
|
11,900,000 |
|
| Technology |
|
|
900,000 |
|
| Goodwill |
|
|
14,206,436 |
|
| Accounts payable |
|
|
(3,373,212 |
) |
| Accrued expenses & compensation |
|
|
(3,591,380 |
) |
| Deferred revenue |
|
|
(907,077 |
) |
| Operating lease liabilities |
|
|
(6,054,659 |
) |
| Other current liabilities |
|
|
(63,250 |
) |
| Total preliminary purchase price allocation |
|
$ |
21,633,724 |
|
|
| CareCloud Corporation [Member] |
|
| Summary of Total Consideration on Business Consideration |
A summary of the total consideration is as
follows:
CareCloud Purchase Price
| Cash |
|
$ |
11,852,526 |
|
| Preferred stock |
|
|
19,000,000 |
|
| Warrants |
|
|
300,000 |
|
| Contingent consideration |
|
|
1,000,000 |
|
| Total purchase price |
|
$ |
32,152,526 |
|
|
| Schedule of Assets Acquired and Liabilities Assumed |
The following table summarizes the purchase
price allocation:
| Accounts receivable |
|
$ |
2,298,716 |
|
| Prepaid expenses |
|
|
1,277,990 |
|
| Contract asset |
|
|
537,722 |
|
| Property and equipment |
|
|
402,970 |
|
| Operating lease right-of-use assets |
|
|
2,858,626 |
|
| Customer relationships |
|
|
8,000,000 |
|
| Trademark |
|
|
800,000 |
|
| Software |
|
|
4,800,000 |
|
| Goodwill |
|
|
22,868,078 |
|
| Other long term assets |
|
|
539,560 |
|
| Accounts payable |
|
|
(6,942,710 |
) |
| Accrued expenses |
|
|
(2,080,977 |
) |
| Current loan payable |
|
|
(79,655 |
) |
| Operating lease liabilities |
|
|
(2,858,544 |
) |
| Deferred revenue |
|
|
(269,250 |
) |
| Total purchase price allocation |
|
$ |
32,152,526 |
|
|
| 2019 Acquisition [Member] |
|
| Schedule of Assets Acquired and Liabilities Assumed |
The purchase price allocation for Etransmedia
was performed by the Company and is summarized as follows:
| Customer relationships |
|
$ |
856,000 |
|
| Accounts receivable |
|
|
547,377 |
|
| Contract asset |
|
|
139,169 |
|
| Operating lease right-of-use assets |
|
|
1,224,480 |
|
| Property and equipment |
|
|
91,277 |
|
| Goodwill |
|
|
39,901 |
|
| Operating lease liabilities |
|
|
(1,224,480 |
) |
| Accrued expenses |
|
|
(73,724 |
) |
| Total |
|
$ |
1,600,000 |
|
|