3. ACQUISITIONS 2019 Acquisition On April 3, 2019, the Company executed an asset purchase agreement (APA) to acquire substantially all of the assets of ETM. The purchase price was $1.6 million and the assumption of certain liabilities, excluding acquisition-related costs of approximately $125,000. Per the APA, the acquisition had an effective date of April 1, 2019. The acquisition has been accounted for as a business combination. The ETM acquisition added additional clients to the Companys customer base and, similar to previous acquisitions, broadened the Companys presence in the healthcare information technology industry through geographic expansion of its customer base and by increasing available customer relationship resources and specialized trained staff. The purchase price allocation for ETM 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 The acquired accounts receivable are recorded at fair value which represents amounts that have subsequently been paid or are expected to be paid by clients. The fair value of customer relationships was based on the estimated discounted cash flows generated by these intangibles. The goodwill from this acquisition is deductible ratably for income tax purposes over fifteen years and represents the Companys ability to have an expanded local presence in additional markets and operational synergies that we expect to achieve that would not be available to other market participants. The weighted-average amortization period of the acquired intangible assets is approximately three years. Revenue earned beginning April 1, 2019, from the clients obtained from the ETM acquisition was approximately $5.1 million during the year ended December 31, 2019. 2018 Acquisition On May 7, 2018, the Company executed an asset purchase agreement (Orion APA) to acquire substantially all of the revenue cycle, practice management, and group purchasing organization assets of Orion. The purchase price was $12.6 million, excluding acquisition-related costs of approximately $245,000, which are included in general and administrative expense in the consolidated statement of operations. Per the Orion APA, the acquisition had an effective date of July 1, 2018. The acquisition has been accounted for as a business combination. The Orion acquisition added a significant number of clients to the Companys customer base and, similar to previous acquisitions, broadened the Companys presence in the healthcare information technology industry through geographic expansion of its customer base and by increasing available customer relationship resources and specialized trained staff. The acquisition also included Orions practice management and group purchasing services. The practice management services provide three pediatric medical practices with the nurses, administrative support, facilities, supplies, equipment, marketing, RCM, accounting and other non-clinical services needed to efficiently operate the practices. The group purchasing services enable medical providers to purchase various vaccines directly from selected pharmaceutical companies at a discounted price. The Company engaged a third party valuation specialist to assist the Company in valuing the assets and assumed liabilities acquired from Orion. The following table summarizes the purchase price allocation. Customer relationships $ 6,250,000 Accounts receivable 5,654,919 Contract asset 861,341 Inventory 307,278 Property and equipment 319,352 Goodwill 329,852 Accounts payable (677,872 ) Accrued expenses (444,870 ) Total $ 12,600,000 The acquired accounts receivable are recorded at fair value which represents amounts that have subsequently been paid or are expected to be paid by clients. The inventory acquired represents vaccines held at the managed practices. The fair value of customer relationships was based on the estimated discounted cash flows generated by these intangibles. The goodwill from this acquisition is deductible ratably for income tax purposes over fifteen years and represents the Companys ability to have an expanded local presence in additional markets, operational synergies that we expect to achieve that would not be available to other market participants and the ability to offer group purchasing and practice management services. The weighted-average amortization period of the acquired intangibles is eight years. Revenue earned from the customers obtained from the Orion acquisition was approximately $29 million during the year ended December 31, 2019. In connection with some of the Companys acquisitions, contingent consideration as of December 31, 2018 was payable in the form of cash with payment terms through 2019. Depending on the terms of the agreement, if the performance measures are not achieved, the Company may pay less than the recorded amount, and if the performance measures are exceeded, the Company may pay more than the recorded amount. The contingent consideration liability was fully settled during 2019. Pro forma financial information (Unaudited) The unaudited pro forma information below represents the consolidated results of operations as if the Orion and ETM acquisitions occurred on January 1, 2018. It includes revenue from the clients who had cancelled prior to each acquisition and costs and expenses discontinued before each acquisition. The pro forma information has been included for comparative purposes and is not indicative of results of operations of the Company would have had if the acquisitions occurred on the above date, nor is it necessarily indicative of future results. The unaudited pro forma information reflects adjustments related to (a) additional amortization of purchased intangible assets, (b) expenses are directly attributable to the acquisitions, (c) reversal of goodwill impairment, (d) adjustments for income taxes and (e) adjustments of intercompany balances. Year Ended December 31, 2019 2018 ($ in thousands except per share amounts) Total revenue $ 66,480 $ 81,876 Net loss $ (2,372 ) $ (12,387 ) Net loss attributable to common shareholders $ (8,758 ) $ (17,211 ) Net loss per common share $ (0.72 ) $ (1.47 )