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GOODWILL
12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL

10. GOODWILL

 

On February 27, 2020, Global Eastman, LLC (“Global Eastman”), a newly-formed, wholly-owned subsidiary of the Company, entered into an Operations Transfer Agreement (the “OTA”) with the court-appointed receiver of Eastman Healthcare & Rehab, LLC. On July 2, 2020, the Superior Court of Dodge County, Georgia approved the OTA from the receiver to Global Eastman. The OTA was made effective July 1, 2020, as that was the effective date of the nearly simultaneous issuance of operating license from the State of Georgia. Pursuant to the terms of the OTA, Global Eastman assumed all cash accounts, building improvements and equipment, and receivables and only selected critical ongoing liabilities associated with the prior operator. All other liabilities remain with the prior operator in the former entity. The acquisition of the assets and assumption of liabilities was accounted for as a business combination in accordance with ASC 805, “Business Combinations”. The goodwill of $697,429 arising from the acquisition was assigned to the Company’s Healthcare Services segment. None of the goodwill recognized is expected to be deductible for income tax purposes.

 

The following table summarizes the amounts of the assets acquired and liabilities assumed recognized by the Company at the acquisition date.

 

Recognized amounts of identifiable assets acquired, and liabilities assumed     
Cash and Cash Equivalents  $532,690 
Accounts Receivable   544,117 
Property and Equipment   232,801 
Prepaid Expenses   16,706 
Intangible Assets   19,013 
Accounts Payable and Accrued Liabilities   (2,042,756)
Total identifiable net liabilities   (697,429)
      
Goodwill  $697,429 
      
Acquisition-related costs (included in the Company’s consolidated statement of operations for the year ended December 31, 2020)  $59,946 

 

 

The unaudited pro forma amounts of Global Eastman’s revenue and earnings had the acquisition date been January 1, 2020 are as follows:

 

   Revenue   Net Income (Loss) 
Actual from July 1, 2020 to December 31, 2020  $3,609,944   $811,503 
2020 supplemental pro forma from January 1, 2020 to December 31, 2020   24,689,774    3,441,898 

 

All goodwill included in the consolidated balance sheets as of December 31, 2021 and 2020 has been assigned to the Healthcare Services segment. Goodwill is tested for impairment at a reporting unit level on an annual basis or when an event occurs, or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. During the years ended December 31, 2021 and 2020, the Company recorded no impairment of Goodwill.

 

Following is a summary of Activities in goodwill for the years ended December 31, 2021 and 2020:

 

Balance, December 31, 2019   379,479 
Goodwill acquired in 2020   697,429 
Balance, December 31, 2020   1,076,908 
Goodwill acquired in 2021   - 
Balance, December 31, 2021  $1,076,908