Business Combination and Goodwill

On May 31, 2019, APC and APC-LSMA completed their acquisition of 100% of the capital stock of Alpha Care from Dr. Kevin Tyson for an aggregate purchase price of approximately $45.1 million in cash, subject to post-closing adjustments. As part of the transaction the Company has paid $2.0 million into an escrow account for potential post-closing adjustments. As of June 30, 2019 no post-closing adjustment is expected and as such the full amount is expected to be recovered, and is presented in the Prepaid expenses and other current assets line on the condensed consolidated balance sheets.

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



	Preliminary Balance Sheet
Assets acquired
Cash and cash equivalents	$	3,568,554
Accounts receivable, net	10,335,664
Other current assets	1,534,212
Network relationship intangible assets	29,858,000
Goodwill	23,507,944
Accounts Payable	$	(2,273,753	)
Deferred tax liabilities	(8,355,343		)
Medical liabilities	(13,119,714		)
Net assets acquired	$	45,055,564

Cash paid	$	45,055,564

The acquisition was accounted for under the purchase method of accounting. The purchase consideration of the acquired company was allocated to acquired tangible and intangible assets and liabilities based upon their fair values. The excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The determination of the fair value of assets and liabilities acquired requires the Company to make estimates and use valuation techniques when market value is not readily available. The results of operations of the company acquired have been included in the Company's financial statements from the date of acquisition. Transaction costs associated with business acquisitions are expensed as they are incurred.

At the time of acquisition, the Company estimates the amount of the identifiable intangible assets based on a valuation and the facts and circumstances available at the time. The Company determines the final value of the identifiable intangible assets as soon as information is available, but not more than 12 months from the date of acquisition.

Goodwill is not deductible for tax purposes.

The change in the carrying value of goodwill for the six months ended June 30, 2019 is as follows;



Balance, January 1, 2019	$	185,805,880
Acquisition of Alpha Care	23,507,944

Balance, June 30, 2019	$	209,313,824