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Acquisition of Businesses | 9 Months Ended
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Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisition of Businesses | Acquisition of Businesses 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 $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. During the nine months ended September 30, 2024, the Company wrote off $1,315,691 pre-acquisition accounts receivable through due to seller, the liability established during acquisition. Additionally, the Company paid $3,000,000 of the $6,000,000 remaining purchase price payable as of December 31, 2023 and paid the remaining $3,000,000 as of September 30, 2024. There were no remaining purchase price payable as of September 30, 2024 and a purchase price payable of $3,000,000 as of December 31, 2023. As of September 30, 2024 and December 31, 2023, there was remaining due to seller balance pertaining to pre-acquisition accounts receivable of $138,275 and $1,453,966, respectively. The Company recorded a change in fair value of contingent consideration in the amount of $11,067 and $(13,763) for the three and nine months ended September 30, 2024, respectively. The Company did not record a change in fair value of contingent consideration for the three and nine months ended September 30, 2023. 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 $265,538 and $279,301 as of September 30, 2024 and December 31, 2023, respectively. 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. During the nine months ended September 30, 2024, the Company wrote off $3,360,067 pre-acquisition accounts receivable through due to seller, the liability established during acquisition. Additionally, the Company made payments in the amount of $8,976 on the remaining purchase price payable during the nine months ended September 30, 2024. There was no remaining due to seller balance as of September 30, 2024 and a due to seller balance of $3,369,043 as of December 31, 2023. The Company recorded a change in fair value of contingent consideration in the amount of $33,453 and $(159,974) for the three months ended September 30, 2024 and 2023, respectively, and $86,056 and $(159,974) for the nine months ended September 30, 2024 and 2023, respectively. 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 $1,907,074 and $1,821,018 as of September 30, 2024 and December 31, 2023, respectively. Location Medical Services, LLC On December 9, 2022, Holdings, through its indirect wholly owned subsidiary Ambulnz U.K. Ltd. (“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. Additionally, the Company paid $11,279,201 of deferred consideration to LMS during the year ended December 31, 2023. As of September 30, 2024 and December 31, 2023, there was no remaining due to seller amounts outstanding. The Company did not record a change in fair value of contingent consideration for the three and nine months ended September 30, 2024 and 2023 but recorded foreign exchange movements of $0 and $(90,834) for the three months ended September 30, 2024 and 2023, respectively, and $(4,798) and $20,730 for the nine months ended September 30, 2024 and 2023, respectively. On April 2, 2024, the Company paid the remaining contingent consideration balance in the amount of $600,029. There was no remaining contingent liability balance as of September 30, 2024 and a contingent liability balance of $604,827 as of December 31, 2023. 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. The Company also agreed to pay additional consideration following the initial closing, consisting of an estimated True-up Payment of $2,088,243 to be paid in 2024 based on the attainment of full-year 2023 EBITDA targets and estimated earn out payments amounting to $13,733,947. The earn out payments are to be paid out over 36 months, beginning in 2025, 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. The Company did not record a change in fair value of contingent consideration for the three months ended September 30, 2024, but recorded a change in fair value of contingent consideration in the amount of $298,419 for the nine months ended September 30, 2024. The Company did not record a change in fair value of contingent consideration for the three and nine months ended September 30, 2023. On May 29, 2024, the Company paid a portion of the True-up Payment in the amount of $1,000,000. During the three and nine months ended September 30, 2024, the Company issued $1,814,345 in Common Stock, or 578,350 shares, constituting the remainder of the True-up Payment. The estimated contingent consideration amount payable for CRMS was $14,571,909 and $17,087,835 as of September 30, 2024 and December 31, 2023, respectively. 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 $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 in exchange for $1,385,156 in cash. Ambulnz CO, LLC On July 1, 2024, the Company acquired the remaining noncontrolling interest in its Ambulnz CO, LLC (“Ambulnz CO”) joint venture from the University of Colorado Health in exchange for $1,848,000 in cash. The following table presents the assets acquired and liabilities assumed at the date of the acquisitions:
|  | Ambulnz CO |  | FMC NA |  | CRMS |  | Total
Consideration: |  |  |  |  |  |  |  |
Cash consideration |  | $ | 1,848,000 |  |  | $ | 4,000,000 |  |  | $ | 9,000,000 |  |  | $ | 14,848,000 |
Stock consideration |  | — |  |  | 3,000,000 |  |  | 1,000,000 |  |  | 4,000,000 |
Due to seller |  | — |  |  | — |  |  | — |  |  | — |
Amounts held under an escrow account |  | — |  |  | — |  |  | — |  |  | — |
Contingent liability |  | — |  |  | — |  |  | 15,822,190 |  |  | 15,822,190 |
Total consideration |  | $ | 1,848,000 |  |  | $ | 7,000,000 |  |  | $ | 25,822,190 |  |  | $ | 34,670,190 |
Recognized amounts of identifiable assets acquired and liabilities assumed |  |  |  |  |  |  |  |
Cash |  | $ | — |  |  | $ | — |  |  | $ | 1,574,604 |  |  | $ | 1,574,604 |
Accounts receivable |  | — |  |  | — |  |  | 2,033,533 |  |  | 2,033,533 |
Other current assets |  | — |  |  | — |  |  | 293,478 |  |  | 293,478 |
Property, plant and equipment |  | — |  |  | — |  |  | — |  |  | — |
Intangible assets |  | — |  |  | — |  |  | 15,930,000 |  |  | 15,930,000 |
Total identifiable assets acquired |  | — |  |  | — |  |  | 19,831,615 |  |  | 19,831,615 |
Accounts payable |  | — |  |  | — |  |  | 28,978 |  |  | 28,978 |
Due to seller |  | — |  |  | — |  |  | 2,448,460 |  |  | 2,448,460 |
Other current liabilities |  | — |  |  | — |  |  | 174,177 |  |  | 174,177 |
Total liabilities assumed |  | — |  |  | — |  |  | 2,651,615 |  |  | 2,651,615 |
Noncontrolling interests |  | 2,188,450 |  |  | 2,567,037 |  |  | — |  |  | 4,755,487 |
Goodwill |  | — |  |  | — |  |  | 8,642,190 |  |  | 8,642,190 |
Additional paid-in-capital |  | (340,450) |  |  | 4,432,963 |  |  | — |  |  | 4,092,513 |
Total purchase price |  | $ | 1,848,000 |  |  | $ | 7,000,000 |  |  | $ | 25,822,190 |  |  | $ | 34,670,190 |
Pro Forma Disclosures The following unaudited pro forma combined financial information for the three and nine months ended September 30, 2023 gives effect to the acquisitions disclosed above as if they had occurred on January 1, 2023. 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. The figures presented below for the three months ended September 30, 2023 represent the actual results of the Company, as the financial results of CRMS were consolidated in the Company’s results of operations for the entirety of the period.
|  | Three Months Ended September 30, 2023 |  | Nine Months Ended September 30, 2023
Revenue |  | $ | 186,552,910 |  |  | $ | 428,155,992 |
Net income |  | 4,630,239 |  |  | 3,093,862 |
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 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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