| Acquisition of Businesses | Acquisition of Businesses Government Medical Services, LLC On July 6, 2022, Holdings acquired 100% of the outstanding shares of common stock of GMS, a provider of medical services. The aggregate purchase price consisted of $20,338,789 in cash consideration. Holdings also agreed to pay GMS an additional $3,000,000 upon GMS meeting certain performance conditions within a year of the closing date of the acquisition, or July 6, 2023. Acquisition costs are included in general and administrative expenses and totaled $1,001,883 for the twelve months ended December 31, 2022. As of September 30, 2023, there was a remaining contingent liability balance of $3,000,000. Exceptional Medical Transportation, LLC On July 13, 2022, Holdings acquired 100% of the outstanding shares of common stock of Exceptional, a provider of medical transportation services, in exchange for an aggregate purchase price of $13,708,333, consisting of $7,708,333 in cash at closing and $6,000,000 payable over a 24-month period following the closing date of the acquisition. The Company also agreed to pay up to $2,000,000 in contingent consideration upon meeting certain performance conditions within two years of the closing date of such acquisition. The estimated contingent consideration amount payable for Exceptional was $1,080,000 as of December 31, 2022 and September 30, 2023. Acquisition costs are included in general and administrative expenses and totaled $56,571 for the twelve months ended December 31, 2022. The Company paid $3,000,000 of the $6,000,000 remaining purchase price payable as of September 30, 2023. Ryan Bros. Fort Atkinson, LLC On August 9, 2022, Holdings acquired 100% of the outstanding shares of common stock of Ryan Brothers, a provider of medical transportation services, in exchange for an aggregate purchase price of $11,422,252, consisting of $7,422,252 in cash at closing and an estimated $4,000,000 in contingent consideration to be paid out over 24 months, commencing on August 1, 2022, based on performance of certain obligations. Acquisition costs are included in general and administrative expenses and totaled $230,175 for the twelve months ended December 31, 2022. The remaining contingent consideration amounted to $3,840,026 as of September 30, 2023. Community Ambulance Services Ltd. On October 12, 2022, Holdings, through its indirect wholly owned subsidiary Ambulnz U.K. Ltd. (“UK Ltd.”), acquired Community Ambulance Service Ltd (“CAS”), a provider of emergency and non-emergency transport services, including high dependency, urgent care, mental health and blue light transport services, and diagnostics testing in the U.K. The aggregate purchase price consisted of approximately $5,541,269 in cash. The net assets acquired through the CAS acquisition was $7,134,881 mainly from the vehicles with high fair market value, which directly lead to a gain on bargain purchase amounting to $1,593,612. The Company expects this acquisition to help increase the Company’s presence in the U.K. market and help provide improved access to municipal contracts. Acquisition costs are included in general and administrative expenses and amounted to $171,779 for the twelve months ended December 31, 2022. Location Medical Services, LLC On December 9, 2022, Holdings, through UK Ltd., acquired 100% of the outstanding shares of common stock of LMS. The aggregate purchase price consisted of $302,450 in cash consideration. Holdings also agreed to pay LMS an additional $11,279,201 in deferred consideration and an estimated $2,475,540 in contingent consideration upon LMS meeting certain performance conditions in 2023. The Company paid $11,279,201 of deferred consideration to LMS during the nine months ended September 30, 2023. Acquisition costs are included in general and administrative expenses and totaled $4,200 for the twelve months ended December 31, 2022. Cardiac RMS, LLC On March 31, 2023, Holdings acquired 51% of the outstanding shares of common stock of CRMS, a provider of cardiac implantable electronic device remote monitoring and virtual care management services. The closing consideration of $10,000,000 consisted of $9,000,000 in cash and $1,000,000 worth of shares of Common Stock issued in a private placement transaction. A further probable consideration of $15,822,190 is to be paid out over 36 months following the closing of the transaction for the remaining 49% equity of CRMS, based on CRMS’ attainment of full-year EBITDA targets. $5,000,000 of such further probable consideration is to be paid in cash and the remaining $10,822,190 is to be paid in shares of Common Stock. Acquisition costs are included in general and administrative expenses and totaled $229,937 for the nine months ended September 30, 2023. Ambulnz-FMC North America LLC On April 1, 2023, the Company acquired the remaining outstanding shares of common stock of Ambulnz-FMC North America LLC (“FMC NA”), a prominent healthcare company that focuses on providing vital products and services for patients suffering from kidney diseases and renal failure, from its joint venture with Holdings in exchange for $4,000,000 in cash and $3,000,000 in Common Stock. Acquisition costs are included in general and administrative expenses totaling approximately $35,560 for the nine months ended September 30, 2023. Healthworx LLC On May 10, 2023, the Company acquired the remaining outstanding shares of common stock of Healthworx LLC (“Healthworx”), a provider of management, administration and support services to Service Providers focused on medical testing and diagnostic screening, from its joint venture with Rapid Reliable Testing, LLC (“RRT”) in exchange for $1,385,156 in cash. The following table presents the preliminary allocation of the assets acquired and liabilities assumed at each acquisition date: FMC NA CRMS LMS CAS Ryan Brothers Exceptional GMS Total Consideration: Cash consideration $ 4,000,000 $ 9,000,000 $ 302,450 $ 5,541,269 $ 7,422,252 $ 6,375,000 $ 20,338,789 $ 52,979,760 Stock consideration 3,000,000 1,000,000 — — — — — 4,000,000 Due to seller — — 11,279,201 — — 6,000,000 — 17,279,201 Amounts held under an escrow account — — — — — 1,333,333 — 1,333,333 Contingent liability — 15,822,190 2,475,540 — 4,000,000 1,080,000 3,000,000 26,377,730 Total consideration $ 7,000,000 $ 25,822,190 $ 14,057,191 $ 5,541,269 $ 11,422,252 $ 14,788,333 $ 23,338,789 $ 101,970,024 Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ — $ 1,574,604 $ 5,404,660 $ 892,218 $ 620,548 $ 299,050 $ 1,005,453 $ 9,796,533 Accounts receivable — 2,033,533 623,635 7,002,325 5,844,494 3,785,490 3,975,160 23,264,637 Other current assets — 293,478 134,216 1,167,326 136,157 — 30,734 1,761,911 Property, plant and equipment — — 519,391 4,548,956 2,125,134 2,450,900 4,092 9,648,473 Intangible assets — 15,930,000 2,419,600 — 387,550 125,000 10,305,000 29,167,150 Total identifiable assets acquired — 19,831,615 9,101,502 13,610,825 9,113,883 6,660,440 15,320,439 73,638,704 Accounts payable — 28,978 40,447 2,036,714 44,911 — 137,239 2,288,289 Due to seller — 2,448,460 — — 5,844,494 4,084,540 — 12,377,494 Other current liabilities — 174,177 1,012,992 4,439,230 286,792 — 562,809 6,476,000 Total liabilities assumed — 2,651,615 1,053,439 6,475,944 6,176,197 4,084,540 700,048 21,141,783 Noncontrolling interests 2,567,037 — — — — — — 2,567,037 Goodwill — 8,642,190 6,009,128 (1,593,612) 8,484,566 12,212,433 8,718,398 42,473,103 Additional paid-in-capital 4,432,963 — — — — — — 4,432,963 Total purchase price $ 7,000,000 $ 25,822,190 $ 14,057,191 $ 5,541,269 $ 11,422,252 $ 14,788,333 $ 23,338,789 $ 101,970,024 |
