Business Combinations and Goodwill

6 Months Ended

Jun. 30, 2020

Alpha Care Medical Group, Inc.

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 June 30, 2020, 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 consolidated balance sheets.

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


	Balance Sheet
Assets acquired
Cash and cash equivalents	$	3,569
Accounts receivable, net	10,336
Other current assets	4,675
Network relationship intangible assets	22,636
Goodwill	28,585
Accounts payable	(2,795)
Deferred tax liabilities	(6,334)
Medical liabilities	(15,616)
Net assets acquired	$	45,056

Cash paid	$	45,056

Accountable Health Care, IPA, a Professional Medical Corporation

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 have 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 (in thousands):


	Balance Sheet
Assets acquired
Cash and cash equivalents	$	582
Accounts receivable, net	5,150
Other current assets	198
Network relationship intangible assets	11,411
Goodwill	23,566
Accounts payable	(3,759)
Medical liabilities	(12,154)
Subordinated loan	(15,327)
Net asset acquired	$	9,667

Equity investment contributed	$	2,417
Cash paid	$	7,250

AMG, a Professional Medical Corporation

The Company acquired AMG in September 2019, for total consideration of $1.6 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 acquisition method of accounting. The fair value of the consideration for 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 one year 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, 2020, was as follows (in thousands);


Balance, January 1, 2020	$	238,505
Adjustments	548

Balance, June 30, 2020	$	239,053