Acquisitions

12 Months Ended

Dec. 31, 2022

Acquisitions [Absract]

Acquisitions

4. Acquisitions

Government Medical Services, LLC

On July 6, 2022, Holdings, acquired 100% of the outstanding shares of common stock of Government Medical Services, LLC (“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. Acquisition costs are included in general and administrative expenses and totaled $1,001,883 for the twelve months ended December 31, 2022.

Exceptional Medical Transportation, LLC

On July 13, 2022, the Company acquired 100% of the outstanding shares of common stock of Exceptional Medical Transportation, LLC (“Exceptional”) 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. Holdings also agreed to pay an estimated $1,080,000 Contingent consideration upon Exceptional meeting certain performance conditions in 2023. Exceptional is in the business of providing medical transportation services. Acquisition costs are included in general and administrative expenses totaled $56,571 for the twelve months ended December 31, 2022. 

Ryan Brothers Fort Atkinson, LLC

On August 9, 2022, the Company acquired 100% of the outstanding shares of common stock of Ryan Brothers Fort Atkinson, LLC (“RB”) in exchange for $11,422,252 consisting of $7,422,252 in cash at closing and $4,000,000 of estimated Contingent consideration to be paid out over 24 months based on performance of certain obligations. RB is in the business of providing medical transportation services. Acquisition costs are included in general and administrative expenses totaled $230,175 for the twelve months ended December 31, 2022.

Community Ambulance Services LTD

On October 12, 2022, the Company acquired Community Ambulance Service Ltd (“CAS”), a company located in United Kingdom, in exchange for 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 of $1,593,612. CAS is engaged in providing emergency and non-emergency transport services, including high dependency, urgent care, mental health and blue light transport services and diagnostics testing. We believe this acquisition will allow us to increase our presence in that market, while giving us improved access to municipal contracts. Acquisition costs are included in general and administrative expenses totaling $171,779 for the three and twelve months ended December 31, 2022, respectively. 

Location Medical Services, LLC

On December 9, 2022, Holdings through its indirect wholly owned subsidiary, Ambulnz U.K. Ltd., closed acquiring 100% of the outstanding shares of common stock of Location Medical Services, LLC (“LMS”). The aggregate purchase price consisted of $302,450 in cash consideration. The Company also agreed to pay LMS an additional $11,279,201 deferred consideration and an estimated $2,475,540 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 three and twelve months ended December 31, 2022, respectively.

The following table presents the assets acquired and liabilities assumed at the date of the acquisitions:

	Location Medical Services		Community Ambulance Service			Ryan Brothers		Exceptional Medical Transport		Government Medical Services		Total
Consideration:
Cash consideration	$	302,450	$	5,541,269		$	7,422,252	$	6,375,000	$	20,338,789	$	39,979,760
Deferred consideration		11,279,201		-			-		6,000,000		-		17,279,201
Amounts held under an escrow account		-		-			-		1,333,333		-		1,333,333
Contingent consideration		2,475,540		-			4,000,000		1,080,000		3,000,000		10,555,540
Total consideration		14,057,191		5,541,269			11,422,252		14,788,333		23,338,789		69,147,834
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash	$	5,404,660	$	892,218		$	620,248	$	299,050	$	1,005,453	$	8,221,629
Accounts receivable		623,635		7,002,325			5,844,494		3,785,490		3,975,160		21,231,104
Other current assets		134,216		1,167,326			136,157		-		30,734		1,468,433
Property, plant and equipment		519,391		4,548,956			2,125,134		2,450,900		4,092		9,648,473
Intangible assets		2,419,600		-			387,550		125,000		10,305,000		13,237,150
Total identifiable assets acquired		9,101,502		13,610,825			9,113,583		6,660,440		15,320,439		53,806,789
Accounts payable	$	40,447	$	2,036,714		$	44,911	$	-	$	137,239	$	2,259,311
Due to seller		-		-			5,844,494		4,084,540		-		9,929,034
Other current liabilities		1,012,992		4,439,230			286,792		-		562,809		6,301,823
Total liabilities assumed		1,053,439		6,475,944			6,176,197		4,084,540		700,048		18,490,168
Goodwill/(Gain on bargain purchase)		6,009,128		(1,593,612	)		8,484,866		12,212,433		8,718,398		33,831,213
Total purchase price	$	14,057,191	$	5,541,269		$	11,422,252	$	14,788,333	$	23,338,789	$	69,147,834

Proforma disclosures

The following unaudited pro forma combined financial information for the fiscal years ended December 31, 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.

	2022		2021
Revenue	$	523,948,302	$	451,696,206
Net Income		38,164,837		38,743,940

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.