Business Combination and Goodwill

Alpha Care Medical Group

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 deposited $2.0 million into an escrow account for potential post-closing adjustments. As of September 30, 2019 no post-closing adjustment is expected to be paid to Dr. Tyson and the full amount of the escrow account is expected to be returned to the Company. As such, the escrow amount is presented within Prepaid expenses and other current assets in the accompanying 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	2,004,649
Network relationship intangible assets	29,858,000
Goodwill	24,637,507
Accounts Payable	(2,273,753		)
Deferred tax liabilities	(8,355,343		)
Medical liabilities	(14,719,714		)
Net assets acquired	$	45,055,564

Cash paid	$	45,055,564

Accountable Health Care, IPA

On August 30, 2019, APC and APC-LSMA, acquired the remaining outstanding shares of capital stock (comprising 75%) in Accountable Health Care in exchange for $7.3 million. In addition to the payment of $7.3 million APC assumed all assets and liabilities of Accountable Health Care, including loans payable to NMM and APC of $15.4 million, which has been eliminated upon consolidation and contributed the 25% investment totaling $2.4 million, total purchase price was $25.1 million (see Note 5).

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	$	581,965
Accounts receivable, net	5,150,060
Other current assets	198,056
Network relationship intangible assets	11,411,000
Goodwill	25,604,917
Accounts Payable	(2,993,325		)
Deferred tax liabilities	(3,193,209		)
Medical liabilities	(11,684,658		)
Subordinated Loan	(15,408,138		)
Net asset acquired	$	9,666,668

Equity investment contributed	$	2,416,668
Cash paid	$	7,250,000

The Company also completed one additional acquisition on September 10, 2019 for total consideration of $1.7 million, of which $0.4 million was in the form of APC common stock. The business combination did not meet the quantitative thresholds to require separate disclosures based on the Company's consolidated net assets, investments and net income.

The acquisitions were 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 were 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 nine months ended September 30, 2019 is as follows;



Balance, January 1, 2019	$	185,805,880

Acquisition of Alpha Care	24,637,507
Acquisition of AMG	1,086,468
Acquisition of Accountable Health Care	25,604,917

Balance, September 30, 2019	$	237,134,772