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Acquisitions | 12 Months Ended
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Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | Acquisitions 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 such acquisition. Acquisition costs are included in general and administrative expenses and totaled $1,001,883 for the year ended December 31, 2022. During the year ended December 31, 2023, the Company made a $3,000,000 payment to settle the contingent liability balance. As of December 31, 2023 and 2022, there was a due to seller balance of $0 and $3,000,000, respectively. Exceptional Medical Transportation, LLC On July 13, 2022, the Company acquired 100% of the outstanding shares of common stock of Exceptional, a provider of medical transportation services, in exchange for $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. Acquisition costs are included in general and administrative expenses totaled $56,571 for the year ended December 31, 2022. During the year ended December 31, 2023, the Company recorded a change in contingent consideration in the amount of $374,044. During the year ended December 31, 2023, the Company made a payment for the first installment due on the contingent liability in the amount of $426,655. The estimated contingent consideration amount payable for Exceptional was $279,301 and $1,080,000 as of December 31, 2023 and 2022, respectively. Additionally, the Company paid $3,000,000 of the $6,000,000 remaining purchase price payable as of December 31, 2023. As of December 31, 2023 and 2022, there was a due to seller balance of $3,000,000 and $6,000,000, respectively. Ryan Brothers Fort Atkinson, LLC On August 9, 2022, the Company 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 year ended December 31, 2022. During the year ended December 31, 2023, the Company recorded a change in contingent consideration in the amount of $338,956. During the year ended December 31, 2023, the Company made a payment for the first installment due on the contingent liability in the amount of $1,840,026. The estimated contingent consideration amount payable for Ryan Brothers was $1,821,018 and $4,000,000 as of December 31, 2023 and 2022, respectively. Community Ambulance Service 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 totaling $171,779 for the year 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. The Company 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. Acquisition costs are included in general and administrative expenses and totaled $4,200 for the year ended December 31, 2022. During the year ended December 31, 2023, the Company recorded a change in contingent consideration in the amount of $2,000,312 and recorded $129,599 in foreign exchange movement. The estimated contingent consideration amount payable for LMS was $604,827 and $2,475,540 as of December 31, 2023 and 2022, respectively. Additionally, the Company paid $11,279,201 of deferred consideration to LMS during the year ended December 31, 2023. As of December 31, 2023 and 2022, there was a due to seller balance of $0 and $11,279,201, respectively. 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 year ended December 31, 2023. During the year ended December 31, 2023, the Company recorded a change in contingent consideration in the amount of $1,265,645. As of December 31, 2023, there was a remaining contingent liability balance of $17,087,835. 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 year ended December 31, 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 assets acquired and liabilities assumed at the date of the acquisitions:
|  | 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 |
Pro Forma Disclosures The following unaudited pro forma combined financial information for the fiscal years ended December 31, 2023, 2022 and 2021 gives effect to the acquisitions disclosed above as if they had occurred on January 1, 2021. The pro forma information is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management of the Company.
| 2023 |  | 2022 |  | 2021
Revenue | $ | 627,402,261 |  |  | $ | 539,522,587 |  |  | $ | 461,001,227 |
Net Income | 11,087,122 |  |  | 46,960,359 |  |  | 43,763,036 |
The unaudited pro forma combined financial information presented above includes the accounting effects of the acquisitions, including, to the extent applicable, amortization charges from acquired intangible assets; depreciation of property, plant and equipment that have been revalued; transaction costs; interest expense; and the related tax effects.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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