Acquisitions (Tables)
|
9 Months Ended |
Sep. 30, 2020 |
|---|
| Schedule of Business Acquisition, Pro Forma Information |
| |
|
Three Months Ended |
|
|
Nine Months Ended |
|
| |
|
September 30, |
|
|
September 30, |
|
| |
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
| |
|
($ in thousands except per share amounts) |
|
| Total revenue |
|
$ |
31,639 |
|
|
$ |
37,841 |
|
|
$ |
91,293 |
|
|
$ |
113,688 |
|
| Net loss |
|
$ |
(386 |
) |
|
$ |
(6,709 |
) |
|
$ |
(10,182 |
) |
|
$ |
(24,684 |
) |
| Net loss attributable to common shareholders |
|
$ |
(4,616 |
) |
|
$ |
(8,312 |
) |
|
$ |
(20,331 |
) |
|
$ |
(29,266 |
) |
| Net loss per common share |
|
$ |
(0.36 |
) |
|
$ |
(0.68 |
) |
|
$ |
(1.63 |
) |
|
$ |
(2.43 |
) |
|
| 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 Company engaged a third-party valuation
specialist to assist the Company in valuing the assets acquired and liabilities assumed from Meridian. The following table summarizes
the preliminary purchase price allocation. The Company expects to finalize the purchase price allocation by the end of the fourth
quarter and is finalizing the projections and the valuation of the acquired assets and assumed liabilities. The preliminary purchase
price allocation for Meridian is summarized as follows:
| Accounts receivable |
|
$ |
3,557,926 |
|
| Prepaid expenses |
|
|
703,732 |
|
| Contract asset |
|
|
881,111 |
|
| Property and equipment |
|
|
425,993 |
|
| Operating lease right-of-use assets |
|
|
2,775,949 |
|
| Customer relationships |
|
|
12,900,000 |
|
| Technology |
|
|
900,000 |
|
| Goodwill |
|
|
13,448,548 |
|
| Accounts payable |
|
|
(3,373,212 |
) |
| Accrued expenses & compensation |
|
|
(3,591,380 |
) |
| Deferred revenue |
|
|
(907,077 |
) |
| Operating lease liabilities |
|
|
(6,024,616 |
) |
| 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 Company engaged a third-party valuation
specialist to assist the Company in valuing the assets acquired and liabilities assumed from CareCloud. 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 |
|
|