Acquisition of Businesses

3 Months Ended

Mar. 31, 2024

Business Combination and Asset Acquisition [Abstract]

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 three months ended March 31, 2024, the Company recorded a change in contingent consideration in the amount of $(13,730). 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 $265,571 and $279,301 as of March 31, 2024 and December 31, 2023, respectively. Additionally, the Company paid $3,000,000 of the $6,000,000 remaining purchase price payable as of December 31, 2023. As of March 31, 2024 and December 31, 2023, there was a due to seller balance of $3,000,000.

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 three months ended March 31, 2024, the Company recorded a change in contingent consideration in the amount of $7,284. 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 $1,828,302 and $1,821,018 as of March 31, 2024 and December 31, 2023, respectively.

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.

The Company recorded $(4,799) and $50,542 in foreign exchange movement during the three months ended March 31, 2024 and 2023, respectively. The estimated contingent consideration amount payable for LMS was $600,029 and $604,827 as of March 31, 2024 and December 31, 2023, respectively. Additionally, the Company paid $11,279,201 of deferred consideration to LMS during the year ended December 31, 2023. As of March 31, 2024 and December 31, 2023, there was no remaining due to seller amounts outstanding.

On April 2, 2024, the Company paid the contingent consideration balance in the amount of $600,029.

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 March 31, 2024 and 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		Ryan Brothers		Exceptional		Total
Consideration:
Cash consideration	$	4,000,000	$	9,000,000	$	302,450	$	7,422,252	$	6,375,000	$	27,099,702
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		23,377,730
Total consideration	$	7,000,000	$	25,822,190	$	14,057,191	$	11,422,252	$	14,788,333	$	73,089,966

Recognized amounts of identifiable assets acquired and liabilities assumed
Cash	$	—	$	1,574,604	$	5,404,660	$	620,548	$	299,050	$	7,898,862
Accounts receivable	—		2,033,533		623,635		5,844,494		3,785,490		12,287,152
Other current assets	—		293,478		134,216		136,157		—		563,851
Property, plant and equipment	—		—		519,391		2,125,134		2,450,900		5,095,425
Intangible assets	—		15,930,000		2,419,600		387,550		125,000		18,862,150
Total identifiable assets acquired	—		19,831,615		9,101,502		9,113,883		6,660,440		44,707,440

Accounts payable	—		28,978		40,447		44,911		—		114,336
Due to seller	—		2,448,460		—		5,844,494		4,084,540		12,377,494
Other current liabilities	—		174,177		1,012,992		286,792		—		1,473,961
Total liabilities assumed	—		2,651,615		1,053,439		6,176,197		4,084,540		13,965,791

Noncontrolling interests	2,567,037		—		—		—		—		2,567,037

Goodwill	—		8,642,190		6,009,128		8,484,566		12,212,433		35,348,317
Additional paid-in-capital	4,432,963		—		—		—		—		4,432,963

Total purchase price	$	7,000,000	$	25,822,190	$	14,057,191	$	11,422,252	$	14,788,333	$	73,089,966

There were no new acquisitions for the three months ended March 31, 2024.

Pro Forma Disclosures

The following unaudited pro forma combined financial information for the three months ended March 31, 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.


	Three Months Ended March 31, 2023
Revenue	$	116,116,322
Net loss	(2,879,996)

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. There were no new acquisitions for the three months ended March 31, 2024.