Priority Ambulance, LLC

Transcription

1 AMR 9B Consolidated Financial Statements As of and for the Year Ended December 31, 2014 and the short period from December 5, 2013 (inception) to December 31, 2013 (unaudited) and Independent Auditor s Report MAR006723

2 AMR 9B Contents Independent Auditor s Report 1 Financial Statements Balance sheets 2 Statements of operations 3 Statements of changes in member s equity 4 Statements of cash flows 5 Notes to consolidated financial statements 6-23 MAR006724

3 AMR 9B INDEPENDENT AUDITOR S REPORT To the Member Scottsdale, AZ Report on the Financial Statements We have audited the accompanying consolidated financial statements of, which comprise the consolidated balance sheet as of December 31, 2014 and the related consolidated statements of operations, changes in member s equity and cash flows for the year then ended, and the related notes to the consolidated financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP); this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America (U.S. GAAS). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of as of December 31, 2014, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. GAAP. Phoenix, AZ June 8, MAR006725

4 AMR 9B PRIORITY AMBULANCE, LLC CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2014 AND ASSETS (unaudited) Current assets: Cash and cash equivalents $ 6,925,249 $ 5,113,556 Accounts receivable, net 2,416, ,024 Inventories 296,224 55,000 Prepaid expenses and other current assets 526,376 19,164 Total current assets 10,164,686 5,627,744 Property and equipment, net 4,764,225 1,036,942 Intangible assets 6,658, ,167 Goodwill 3,803, ,847 Other assets 184,028 3,550 Total assets $ 25,574,930 $ 8,049,250 LIABILITIES AND MEMBER S EQUITY (DEFICIT) Current liabilities: Accounts payable $ 457,481 $ 165,592 Accrued and other current liabilities 1,295,231 1,100,910 Earnout liability 1,445,713 - Income taxes payable 375,012 - Deferred tax liability 238,080 - Notes payable 4,093,478 5,600,000 Total current liabilities 7,904,995 6,866,502 Earnout liability, net of short-term 1,006, ,648 Capital lease obligation 657, ,293 Deferred tax liability 2,405,618 - Total liabilities $ 11,974,096 $ 8,435,443 Member s equity (deficit): Member s equity $ 22,655,656 $ 250,000 Accumulated (deficit) (9,054,822) (636,193) Total member s equity (deficit) 13,600,834 (386,193) Total liabilities and member s equity (deficit) $ 25,574,930 $ 8,049,250 See accompanying notes as they are an integral part of these financial statements. 2 MAR006726

5 AMR 9B PRIORITY AMBULANCE, LLC CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2014 AND THE SHORT PERIOD FROM DECEMBER 5, 2013 (INCEPTION) TO DECEMBER 31, (unaudited) Net revenue $ 9,954,904 $ 63,615 Operating expenses: Payroll and employee benefits 10,717, ,346 Depreciation and amortization 922,375 4,549 Other operating expenses 2,849,213 8,171 Insurance expense 446,378 - General and administrative expenses 2,889, ,687 Total operating expenses 17,824, ,753 Operating loss (7,869,380) (412,138) Interest expense 214,055 8,260 Loss before income taxes (8,083,435) (420,398) Income tax expense 335,194 - Net loss $ (8,418,629) $ (420,398) See accompanying notes as they are an integral part of these financial statements. 3 MAR006727

6 AMR 9B PRIORITY AMBULANCE, LLC CONSOLIDATED STATEMENTS OF CHANGES IN MEMBER S EQUITY (DEFICIT) FOR THE YEAR ENDED DECEMBER 31, 2014 AND THE SHORT PERIOD FROM DECEMBER 5, 2013 (INCEPTION) TO DECEMBER 31, 2013 Member Retained Total Member s Contributions Earnings Equity (Deficit) Balance, December 5, 2013 (inception) $ - $ (215,795) $ (215,795) Member Contributions 250, ,000 Net loss - (420,398) (420,398) Balance, December 31, ,000 (636,193) (386,193) Member Contributions 22,405,656-22,405,656 Net loss - (8,418,629) (8,418,629) Balance, December 31, 2014 $ 22,655,656 $ (9,054,822) $ 13,600,834 See accompanying notes as they are an integral part of these financial statements. 4 MAR006728

7 AMR 9B PRIORITY AMBULANCE, LLC CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2014 AND THE SHORT PERIOD FROM DECEMBER 5, 2013 (INCEPTION) TO DECEMBER 31, (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (8,418,629) $ (420,398) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 922,375 4,549 Adjustment of earnout liability to fair value 833,061 - Security deposits (180,478) - Changes in operating assets and liabilities, net of effect of acquisitions: Accounts receivable (1,086,065) (24,521) Inventories (121,050) - Prepaid expenses and other current assets (413,316) - Accounts payable 199, Accrued and other liabilities (355,569) 401,387 Deferred tax liabilities 39,964 - Income taxes payable 295,227 - Net cash used in operating activities $ (8,284,948) $ (38,904) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures $ (3,826,012) $ - Business acquisitions, net of cash acquired (6,774,584) 52,460 Net cash (used in) provided by investing activities $ (10,600,596) $ 52,460 CASH FLOWS FROM FINANCING ACTIVITIES: Payments of notes payable $ (5,350,000) $ - Proceeds from issuance of convertible notes 9,093,478 5,100,000 Proceeds from member contributions 17,155,656 - Payments of capital lease obligation (201,897) - Net cash provided by financing activities $ 20,697,237 $ 5,100,000 NET INCREASE IN CASH AND CASH EQUIVALENTS $ 1,811,693 $ 5,113,556 CASH AND CASH EQUIVALENTS Beginning of year $ 5,113,556 $ - CASH AND CASH EQUIVALENTS End of year $ 6,925,249 $ 5,113,556 SUPPLEMENTAL CASH FLOW INFORMATION - Cash paid for interest $ 213,979 $ 1,315 SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: Conversion of convertible notes to equity $ 5,000,000 $ - Accounts payable for capital expenditures $ 92,357 $ - Issuance of parent equity $ 250,000 $ 250,000 Pre-acquisition costs $ - $ 215,795 See accompanying notes as they are an integral part of these financial statements. 5 MAR006729

8 AMR 9B BUSINESS Organization and Description of the Business, a Delaware limited liability corporation, along with its wholly owned subsidiaries (collectively, the Company or Priority Ambulance ), was founded on December 5, 2013 and effectively began operating when it acquired Shoals Ambulance, LLC on December 23, Prior to the Company s inception, certain pre-acquisition costs were incurred related to the acquisition of Shoals Ambulance, LLC in the amount of $215,795 that became the liability of the Company when it was founded. These costs were recorded to opening equity on the accompanying balance sheet. The Company is a provider of both emergency and non-emergency ambulance services throughout the U.S., with operations focused in Alabama, Indiana, New York and Tennessee. These services are provided under contracts with governmental entities, hospitals, nursing homes and other healthcare facilities and organizations. The Company is a wholly owned subsidiary of Priority Ambulance Intermediate Holdings, LLC (a Delaware limited liability corporation), which is a wholly owned subsidiary of Priority Ambulance Holdings, LLC (a Delaware limited liability corporation). These entities are referred to herein collectively as the Member. Various investors hold preferred shares of the Member, and are referred to herein as Holders. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( GAAP ), and intercompany balances and transactions have been eliminated in consolidation. Unless the context requires otherwise, references in these financial statements to the Company are to the Company and its consolidated subsidiaries. The accompanying notes to the Consolidated Financial Statements are presented to enhance the understanding of the Consolidated Financial Statements, which do not necessarily represent the complete disclosure required by GAAP. As such, these consolidated financial statements should be read in conjunction with the Company s notes thereto. Acquisition Accounting Shoals Acquisition On December 23, 2013, the Company acquired 100% of the ownership interest in Shoals Ambulance, LLC ( Shoals, or the Shoals Acquisition ). Shoals operates a ground ambulance transportation company in the city of Florence, Alabama and other areas within Lauderdale County. Shoals began operations earlier in 2013 and secured the exclusive emergency and non-emergency contract with the City of Florence and Lauderdale County. The Company believes the Shoals Acquisition has given it an important presence in the Alabama market and has continued to expand its existing operations throughout Alabama. Kunkel Acquisition On March 31, 2014, the Company acquired 100% of the ownership interest in Utica Ambulance Service, Inc. dba Kunkel Ambulance Service, Inc and an affiliated entity, Priority Billing, LLC (collectively referred to herein as Kunkel, or the Kunkel Acquisition ). Kunkel operates a ground ambulance transportation company primarily in the city of Utica, New York. Strategically through this transaction the Company was able to acquire a Certificate of Need ( CON ) which is a legal document required by the State of New York to operate a ground ambulance service within each particular county (Oneida County). Obtaining a CON is a formal process whereby the applicant must prove a community has need for another ground ambulance provider. Once need is proven, the CON is issued to a specific applicant and cannot be transferred without a hearing and approval by the New York Department of Health. Consequently, obtaining a CON becomes a great barrier to entry. The CON that Kunkel possesses was a critical factor in the acquisition decision. The Company believes the Kunkel Acquisition has given it an important presence in the Central New York market and has since continued to look at other acquisition opportunities throughout New York. 6 MAR006730

9 AMR 9B Trans Am Acquisition On November 18, 2014, the Company acquired 100% of the ownership interest in Trans Am Ambulance Service, Inc. ( Trans Am, or the Trans Am Acquisition ). Trans Am operates a ground ambulance transportation company in the city of Olean, New York and other surrounding areas. Strategically through this transaction the Company was able to acquire a Certificate of Need ( CON ) which is a legal document required by the State of New York to operate a ground ambulance service within each particular county (Cattaraugus County). The CON that Trans Am possesses was a critical factor in the acquisition decision. The Company believes the Trans Am Acquisition has given it an important presence in the Western New York market and is expanding its existing operations in New York. The Company accounts for business acquisitions under the acquisition method of accounting. Under the acquisition method of accounting, assets acquired and liabilities assumed in a business combination are recognized at their acquisition-date fair value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. See further information in Note 3. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Significant estimates have been made by management in connection with the acquisition purchase price allocations and the estimate for uncompensated care. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Under the Company s cash management practices, outstanding checks are netted against cash when there is a sufficient balance of cash available in the Company s bank account to cover the outstanding amount. Carrying amounts approximate fair value due to their highly liquid nature and short duration. Cash and cash equivalents consist of cash on hand and demand deposits with financial institutions. At December 31, 2014, the majority of the Company s cash and cash equivalents was on deposit with major banks. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Cash and cash equivalents include amounts on deposit with financial institutions in the U.S. that are in excess of the Federal Deposit Insurance Corporation ( FDIC ) federally insured limits of up to $250,000. No losses have been experienced to date. Concentrations of credit risk with respect to accounts receivable are limited due to large numbers of customers and their geographical dispersion. One customer accounted for 19% of net revenue for the year ending December 31, 2014 and 12% of accounts receivable as of December 31, Accounts Receivable Represents amounts due from customers and are recorded at the time the Company s services are provided. Accounts receivable balances are presented net of both estimated contractual allowances applicable to Medicare, Medicaid and other third-party payers and estimates for uncompensated care. Estimates for uncompensated care are based on historical collection trends, credit risk assessment applicable to certain types of payers and other relevant information. Accounts receivable are written-off against the allowance for uncompensated care when the Company has determined the balance will not be collected. Inventory Consists of medical supplies and is carried at the lower of cost or market value. Each ambulance vehicle carries a set amount of inventory and is continuously stocked when inventory is consumed. When inventory is consumed it is charged through vehicle and station expenses. Cost is determined on a first-in, first-out basis. Property and Equipment Recorded at cost, less accumulated depreciation. Depreciation is computed using the straightline basis over the estimated useful lives of the assets as follows: Vehicles: Communications and medical equipment: Furniture and fixtures: Computer software and hardware: Building and leasehold improvements: 5 years 7 years 5 years 3 years Lesser of lease term or estimated useful life 7 MAR006731

10 AMR 9B Maintenance and repair costs are expensed as incurred. Goodwill and Other Intangible Assets The excess of the purchase price of a business acquisition over the net fair value of assets acquired and liabilities assumed is capitalized as goodwill in accordance with ASC Topic 350, Intangibles Goodwill and Other ( ASC 350 ). ASC 350 requires that goodwill, and intangible assets that do not have finite lives, not be amortized but instead be assessed for impairment at least annually or more frequently if certain impairment indicators are present. The amount of goodwill that the Company recorded related to each purchase price allocation for each acquisition made during the year ended December 31, 2014 and the short period ended 2013 is as follows: Shoals Acquisition $ 471,847 Kunkel Acquisition $1,728,547 Trans Am Acquisition $1,602,849 The Company performs an annual impairment test on a reporting unit basis during the fourth quarter or whenever impairment indicators are present. For purposes of performing its impairment analysis, the Company has determined three reporting units exist. No goodwill impairment charges were recorded for the year ended December 31, 2014 and the short period ended December 31, Earnout Liabilities The Company s earnout liability as of December 31, 2013 resulted from the Shoals Acquisition. The Company s earnout liabilities as of December 31, 2014 resulted from the Kunkel Acquisition, combined with the balance from the Shoals Acquisition from For each acquisition, the total purchase price included payments contingent on the achievement of certain financial milestones. The fair value of these earnout liabilities is evaluated on an annual basis at each year-end. Revenue Recognition Ambulance and non-ambulance transportation (wheelchair) services revenue is recognized when services are provided and are recorded net of estimated contractual allowances applicable to Medicare, Medicaid and other third-party payers and net of estimates for uncompensated care. Other service revenue consists of standby and billing services which are recognized when the services are provided. Insurance Workers Compensation For the policy periods May 2013 through June 2015, the Company purchased first dollar programs based on subsequent review of actual gross payroll amounts. General and Auto Liability The Company has per occurrence and aggregate limits to the policy periods May 2013 through December In addition, the Company has an umbrella policy that provides excess coverage over stated limits. Income Taxes Kunkel and Trans Am are both C corporations whereby income taxes are accounted for using the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enacted rate. Priority Ambulance and Shoals are limited liability companies and as such, are not taxpaying entities for federal income tax purposes. Accordingly, each entity s taxable income or loss is allocated to its respective member in accordance with provisions of its operating agreement. Advertising Costs The Company expenses advertising costs (which in the Company s industry are more accurately described as marketing costs) as incurred. Advertising costs were $80,129 for the year ended December 31, No advertising costs were incurred for the short period ended December 31, 2013 since inception. 8 MAR006732

11 AMR 9B Recently Issued Accounting Pronouncements In December 2014, the Financial Accounting Standards Board ( FASB ) issued Accounting Standards Update ( ASU ) No , Business Combinations (Topic 805) ( ASU ), which provides guidance for private companies about an accounting alternative for recognizing or otherwise considering the fair value of identifiable intangible assets acquired as a result of certain specified transactions, including business combinations. ASU is effective for the Company for its fiscal year ending December 31, As a private company, the Company evaluated the option to adopt the accounting alternative but have elected not to as it would require it in the future to retrospectively conform to SEC requirements if the Company were to pursue an Initial Public Offering. In August 2014, the FASB issued ASU No , Presentation of Financial Statements Going Concern (Subtopic ): Disclosure of Uncertainties about an Entity s Ability to Continue as a Going Concern ( ASU ), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity s ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU is effective for the Company s fiscal year ending December 31, The adoption of ASU is not expected to have a material effect on the Company s consolidated financial statements or disclosures. In May 2014, the FASB issued ASU No , Revenue from Contracts with Customers ( ASU ), which provides guidance for revenue recognition. ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance. This ASU also supersedes some cost guidance included in ASC Subtopic , Revenue Recognition-Construction-Type and Production- Type Contracts. The standard s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU is effective beginning January 1, 2018 and, at that time the Company will adopt the new standard under either the full retrospective approach or the modified retrospective approach. Early adoption is not permitted. Management is currently evaluating the method and impact the adoption of ASU will have on its consolidated financial statements and disclosures. In January 2014, the FASB issued ASU No , Intangibles Goodwill and Other (Topic 350), which provides guidance about an accounting alternative for the subsequent measurement of goodwill. ASU is effective for the Company s fiscal year ending December 31, As a private company, the Company evaluated the option to adopt the accounting alternative but have elected not to as it would require it in the future to retrospectively conform to SEC requirements if the Company were to pursue an Initial Public Offering. 3. BUSINESS COMBINATIONS As discussed in Note 1, the Company acquired various businesses from 2013 through the date of these financial statements. The Company accounts for business acquisitions under the acquisition method of accounting. Under the acquisition method of accounting, assets acquired and liabilities assumed in a business combination are recognized at their acquisition-date fair value. Shoals Acquisition The Company acquired Shoals on December 23, 2013 for a total purchase price of $1,459,648. The purchase price was comprised of a loan payable to the seller of $500,000 due within 4 months, a $250,000 equity interest in the Member, and additional payments contingent on achievement of certain levels in contribution profit, as defined in the Membership Interests Contribution and Purchase Agreement dated as of December 23, 2013, through The fair value of these contingent payments ( earnout liability ) is derived from a discounted cash flow model based on projected financial milestones. The business combination provides the Company with an operating presence in Florence, Alabama. 9 MAR006733

12 AMR 9B The following table presents the fair value of the total consideration transferred: Consideration Transferred Loan payable $ 500,000 Equity interest in the Parent 250,000 Contingent consideration-earnout liability $ 709,648 1,459,648 The total acquisition consideration is allocated to the tangible and intangible assets and liabilities of Shoals based on their fair values as follows: Cash $ 52,460 Accounts receivable 415,504 Inventory 55,000 Prepaid expenses 19,164 Property and equipment 1,041,492 Other assets 3,550 Identifiable intangible assets 909,167 Accounts payable (165,514) Accrued and other current liabilities (241,910) Capital lease obligation (1,101,112) Total identifiable net assets 987,801 Goodwill $ 471,847 1,459,648 The acquisition date fair value of identifiable intangible assets acquired of $909,167 relates solely to a customer contract for emergency transportation services ( Contract ). The fair value was derived based on an excess earnings model. Contributory asset charges were factored into the Company s analysis to estimate the net cash flows that specifically relate to the Contract. The Company determined that approximately 5% of total cash flow each year pertains to existing fixed assets and approximately 2% of total cash flow pertains to the assembled workforce. Net cash flows pertaining to the contract were discounted over a 10 year period, including a terminal value, using a discount rate, or required return, of 10%. The Contract has a term of one year with two one-year renewal options and makes the Company the exclusive emergency and non-emergency ambulance service provider during that term. Based on historical experience and management s knowledge of the nature of these contracts, the Company believes that the Contract will be extended and renewed for an indefinite period. As the benefit of the Contract extends beyond the foreseeable horizon, the Company has considered the intangible asset to have an indefinite life. The Company will evaluate the remaining useful life of the Contract each reporting period to determine whether events and circumstances continue to support an indefinite useful life. Subsequent to its inception, the Company incurred acquisition-related legal, accounting and other services expenses of approximately $250,000, which were reflected in general and administrative expenses in the Consolidated Statement of Operations for the short period ended December 31, The fair value of accounts receivable included gross contractual receivables of approximately $1,345,761, less an amount not expected to be collected of approximately $930,257, resulting in a fair value of approximately $415,504. All of the goodwill is allocated to Shoals one reporting unit and is fully deductible for income tax purposes. 10 MAR006734

13 AMR 9B Operations of Shoals have been included in these consolidated financial statements since the date of acquisition, December 23, Kunkel Acquisition The Company acquired Kunkel on March 31, 2014 for a total purchase price of $4,307,341. The purchase price was comprised of a cash payment of $3,400,000 due at the closing of the transaction, less a $1,750 escrow fee, and an additional payment contingent on achievement of a certain level of adjusted EBITDA for the succeeding twelve months following the closing date. The fair value of this contingent payment ( earnout liability ) is derived from a discounted cash flow model based on projected financial milestones. The purchase was funded by an infusion of additional capital from the Member of the Company. The business combination provides the Company with an operating presence in Utica, New York. The following table presents the fair value of the total consideration transferred: Consideration Transferred Cash $ 3,398,250 Contingent consideration -earnout liability $ 909,091 4,307,341 The total acquisition consideration is allocated to the tangible and intangible assets and liabilities of Kunkel based on their fair values as follows: Cash $ 256,731 Accounts receivable 495,608 Inventory 35,200 Prepaid expenses 62,570 Property and equipment 326,681 Identifiable intangible assets 2,859,664 Deferred tax liabilities (1,336,827) Accounts payable (40,469) Accrued and other current liabilities (80,364) Total identifiable net assets 2,578,794 Goodwill $ 1,728,547 4,307,341 The acquisition date fair value of identifiable intangible assets acquired of $2,859,664 relates solely to the CON certificate that Kunkel possessed which allowed it to operate in the county. The fair value was derived based on an excess earnings model. Contributory asset charges were factored into the Company s analysis to estimate the net cash flows that specifically relate to the CON. The Company determined that approximately 1.1% of total cash flow each year pertains to existing fixed assets and approximately 1.5% of total cash flow pertains to the assembled workforce. Approximately 0.5% of total cash flows is attributable to net working capital. Net cash flows pertaining to the CON were discounted over a 10 year period, including a terminal value, using a discount rate, or required return, of 10%. The CON does not have a term and allows the Company to operate as an ambulance service provider in the state. Based on historical experience and management s knowledge of the nature of a CON, the Company believes that the CON will provide benefit to the Company beyond the foreseeable horizon. As such, the Company has considered the intangible asset to have an indefinite life. The Company will evaluate the remaining useful life of the CON each reporting period to determine whether events and circumstances continue to support an indefinite useful life. 11 MAR006735

14 AMR 9B The Company incurred acquisition-related legal, accounting and other services expenses of approximately $274,659, which were reflected in general and administrative expenses in the Consolidated Statement of Operations for the year ended December 31, The fair value of accounts receivable included gross contractual receivables of approximately $636,691, less an amount not expected to be collected of approximately $141,083, resulting in a fair value of approximately $495,608. All of the goodwill is allocated to Kunkel s one reporting unit and is not deductible for income tax purposes. Operations of Kunkel have been included in these consolidated financial statements since the date of acquisition, March 31, Trans Am Acquisition The Company acquired Trans Am on November 18, 2014 for a total purchase price of $3,898,750. The purchase price was comprised of a cash payment of $3,900,000 due at the closing of the transaction, less a $1,250 escrow fee. The purchase was funded by an infusion of additional capital from the Member of the Company. The business combination provides the Company with an operating presence in Olean, New York. The total acquisition consideration is allocated to the tangible and intangible assets and liabilities of Trans Am based on their fair values as follows: Cash $ 265,684 Accounts receivable 395,140 Inventory 84,974 Prepaid expenses 31,325 Property and equipment 404,608 Identifiable intangible assets 2,889,917 Deferred tax liabilities (1,266,905) Income taxes payable (79,785) Accrued and other current liabilities (429,057) Total identifiable net assets 2,295,901 Goodwill $ 1,602,849 3,898,750 The acquisition date fair value of identifiable intangible assets acquired of $2,889,917 relates solely to the CON certificate that Trans Am possessed which allowed it to operate in the county. The fair value was derived based on an excess earnings model. Contributory asset charges were factored into the Company s analysis to estimate the net cash flows that specifically relate to the CON. The Company determined that approximately 1.3% of total cash flow each year pertains to existing fixed assets and approximately 0.8% of total cash flow pertains to the assembled workforce. Approximately 0.2% of total cash flows is attributable to net working capital. Net cash flows pertaining to the CON were discounted over a 10 year period, including a terminal value, using a discount rate, or required return, of 10%. The CON does not have a term and allows the Company to operate as an ambulance service provider in the state. Based on historical experience and management s knowledge of the nature of a CON, the Company believes that the CON will provide benefit to the Company beyond the foreseeable horizon. As such, the Company has considered the intangible asset to have an indefinite life. The Company will evaluate the remaining useful life of the CON each reporting period to determine whether events and circumstances continue to support an indefinite useful life. The Company incurred acquisition-related legal, accounting and other services expenses of approximately $320,016, which were reflected in general and administrative expenses in the Consolidated Statement of Operations for the year ended December 31, MAR006736

15 AMR 9B The fair value of accounts receivable included gross contractual receivables of approximately $701,051, less an amount not expected to be collected of approximately $305,911, resulting in a fair value of approximately $395,140. All of the goodwill is allocated to Trans Am s one reporting unit and is not deductible for income tax purposes. Operations of Trans Am have been included in these consolidated financial statements since the date of acquisition, November 18, FAIR VALUE MEASUREMENTS The Company has adopted ASC Topic 820, Fair Value Measurements for valuation of financial instruments. ASC 820 provides a framework for measuring fair value under GAAP, expands disclosures about fair value measurements, and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the fair value hierarchy are summarized as follows: Level 1 Fair value is based on quoted prices for identical assets or liabilities in active markets. Level 2 Fair value is determined using quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active or are directly or indirectly observable. Level 3 Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as a pricing model, discounted cash flow, or similar technique. The carrying value and fair value of liabilities that are measured on a recurring basis are as follows: December 31, 2014 Total Measured at Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Earnout liability $ 2,451,800 $ - $ - $ 2,451,800 December 31, 2013 (unaudited) Total Measured at Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Earnout liability $ 709,648 $ - $ - $ 709,648 The fair value of the earnout liabilities is derived from a discounted cash flow model based on projected financial milestones. The carrying values of accounts receivable, accounts payable, accrued and other current liabilities and other long-term liabilities approximate the related fair values due to the nature of these assets and liabilities. 13 MAR006737

16 AMR 9B A reconciliation of the earnout liabilities measured and recorded at fair value on a recurring basis using significant unobservable inputs is as follows: Fair Value at December 31, 2013 (unaudited) New Earnout Liabilities Adjustments Fair Value at December 31, 2014 Shoals Earnout Liability $ 709,648 $ - $ 592,152 $ 1,301,800 Kunkel Earnout Liability - 909, ,909 1,150,000 Total $ 709,648 $ 909,091 $ 833,061 $ 2,451,800 Changes in the fair value of the Shoals and Kunkel earnout liabilities are largely attributable to better-than-expected operating results. Subsequent increases to the earnout liabilities fair value of approximately $833,000 are reflected in other operating expenses in the Consolidated Statement of Operations. 5. ACCOUNTS RECEIVABLE The accounts receivable balance is presented net of the contractual allowance and provision for uncompensated care. A summary of the major components of net accounts receivable is as follows: December 31, 2014 Accounts receivables $ 5,617,509 Allowance for uncompensated care (3,200,672) Accounts receivable, net $ 2,416,837 December 31, 2013 (unaudited) Accounts receivables $ 440,024 Allowance for uncompensated care - Accounts receivable, net $ 440, MAR006738

17 AMR 9B PREPAID EXPENSES AND OTHER ASSETS A summary of prepaid expenses and other assets is as follows: As of December 31, (unaudited) Insurance and workers compensation $ 248,978 $ 19,164 Other miscellaneous prepaid expenses 277,398 - Prepaid expenses and other assets $ 526,376 $ 19,164 Other miscellaneous prepaid expenses consists of short-term lease and vendor deposits, prepaid rent and bonuses and other miscellaneous items. 7. PROPERTY AND EQUIPMENT A summary of property and equipment, net is as follows: As of December 31, (unaudited) Vehicles $ 4,040,334 $ 816,355 Communications and medical equipment 920, ,766 Furniture and fixtures 70,380 18,971 Computer equipment 594,054 64,679 Building and leasehold improvements 33,712 7,720 Construction in progress 34,397 - Total property and equipment 5,693,092 1,041,491 Accumulated depreciation (928,867) (4,549) Property and equipment, net $ 4,764,225 $ 1,036, MAR006739

18 AMR 9B GOODWILL AND OTHER INTANGIBLE ASSETS A summary of goodwill and intangible assets is as follows: Goodwill: Balance - December 23, 2013 $ - Shoals Acquisition 471,847 Balance - December 31, ,847 Kunkel Acquisition 1,728,547 Trans Am Acquisition 1,602,849 Balance - December 31, 2014 $ 3,803,243 Intangibles: Balance - December 23, 2013 $ - Shoals 911 Contract 909,167 Balance - December 31, ,167 Kunkel Certificate of Need 2,859,664 Trans Am Certificate of Need 2,889,917 Balance - December 31, 2014 $ 6,658,748 Goodwill has been recognized in accordance with ASC 350 as part of each acquisition as the purchase price of the business acquisitions each exceeded the net fair value of the assets acquired and liabilities assumed. Additionally, in accordance with ASC 350, certain intangible assets have been recognized as they contribute value to the Company. When the Company acquired Shoals, it assumed a contract Shoals had with a local government to provide emergency transportation services, ( 911 Contract ). This contract provides the Company exclusive rights to all emergency transportation services within that government s jurisdiction. The Kunkel and Trans Am acquisitions provided a Certificate of Need ( CON ) that contributes value to the Company as CONs in their respective local governments are very difficult to obtain. Having a CON in certain jurisdictions reduces potential competition by creating a significant barrier to entry for competitors. States that do not require CONs do not limit the number of ground ambulance providers within their communities and thus minimal barrier to entry. Given that each state operates differently, management assesses each situation individually to determine if certain contracts or CONs acquired in a business acquisition should be assigned a value. Each intangible asset recognized was determined to have an indefinite useful life as the time period over which the Company would benefit from such asset extends beyond the foreseeable horizon. ASC 350 requires that goodwill and intangible assets that do not have finite lives, not be amortized but instead be assessed for impairment at least annually or more frequently if certain impairment indicators are present. As of December 31, 2014, the Company had no accumulated goodwill impairment losses. 16 MAR006740

19 AMR 9B ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consist of the following: As of December 31, (unaudited) Payroll and related $ 244,232 $ 186,383 Employee benefits 411, ,743 Capital lease obligation - short-term 201, ,819 Acquisition and transaction costs 74, ,795 Other accrued liabilities 363,259 75,170 Total accrued and other liabilities $ 1,295,231 $ 1,100,910 Other accrued liabilities are composed of employee travel reimbursements and other accrued fees not yet invoiced. 10. NOTES PAYABLE From time to time, the Company enters into promissory note agreements (the Note Agreements ) with Holders of the Member s preferred stock which are payable to the Holders upon demand and accrue interest at a rate of Prime plus 1.5% (totaling 4.75% at December 31, 2014). Subsequent to the Note Agreements, the Member may issue preferred shares in exchange for the cancellation of debt at a price of $1 per share. The proceeds from the issuance of the notes are used for working capital purposes, including providing sufficient funds for operations while the Company pursues and consummates business acquisitions. As of December 31, 2014 and 2013, the Company held promissory notes for $4,093,478 and $5,600,000 (unaudited) respectively. During March 2015, the Member issued 4,093,478 preferred shares to the Holders of the note in exchange for the cancellation of the entire note. The conversion of the notes payable was recorded as a member contribution. During 2014, $5,350,000 in notes payable were fully paid and $250,000 was exchanged for parent equity. 11. COMMITMENTS AND CONTINGENCIES Indemnifications The Company is a party to a variety of agreements entered into in the ordinary course of business pursuant to which it may be obligated to indemnify other parties for certain liabilities that arise out of or relate to the subject matter of the agreements. Some of the agreements entered into by the Company require it to indemnify other parties against losses due to property damage including environmental contamination, personal injury, failure to comply with applicable laws, the Company s negligence or reckless or willful misconduct, or breach of representations, warranties and covenants. The Company and its subsidiaries provide for indemnification of directors, officers and other persons in accordance with limited liability agreements, certificates of incorporation, by-laws, articles of association or similar organizational documents, as the case may be. In addition, the Company has entered into indemnification agreements with certain members of management of the Company. The Company maintains directors and officers insurance, which should enable it to recover a portion of any future amounts paid, although there can be no assurance that the amounts available under such policies would be sufficient to satisfy fully the Company s payment obligations. 17 MAR006741

20 AMR 9B While the Company s future obligations under certain agreements may contain limitations on liability for indemnification, other agreements do not contain such limitations, and under such agreements it is not possible to predict the maximum potential amount of future payments due to the conditional nature of the Company s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under any of these indemnities have not had a material effect on the Company s business, financial condition, results of operations or cash flows. Additionally, based on facts and circumstances currently known to the Company, it does not believe that any amounts that it may be required to pay under these indemnities in the future will be material to the business, financial condition, results of operations or cash flows. Legal Proceedings From time to time, the Company is party to, or otherwise involved in, lawsuits, claims, proceedings, investigations and other legal matters that arise in the ordinary course of conducting its business. The Company cannot predict with certainty the ultimate outcome of any such lawsuits, claims, proceedings, investigations and other legal matters to which it may be a party, or in which it may otherwise be involved, due to, among other things, the inherent uncertainties of litigation, government investigations and proceedings and legal matters in general. The Company may also be subject to requests and subpoenas for information in independent investigations. An unfavorable outcome in such lawsuits against the Company or in a government investigation or proceeding could result in substantial potential liabilities and have a material adverse effect on the Company s business, financial condition, results of operations and cash flows. Further, such proceedings and investigations, and the Company s actions in response to them, could result in substantial potential liabilities, additional defense and other costs, increase the Company s indemnification obligations, divert management s attention, and/or adversely affect the Company s ability to execute its business and financial strategies. The Company believes that there are no matters that would have a material adverse effect on the Company s financial position, results of operations or cash flows. Regulatory Compliance The Company is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services and Medicare and Medicaid fraud and abuse. Within the healthcare industry, government investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers is ongoing. From time to time, the Company is subject to investigations relating to Medicare and Medicaid laws pertaining to its industry. The Company cooperates fully with the government agencies that conduct these investigations. Violations of these laws and regulations could result in exclusion from government healthcare programs together with the imposition of significant fines and penalties, as well as significant repayment obligations for patient services previously billed. Additionally, under the Company s existing compliance program, the Company initiates its own investigations and conducts audits to examine compliance with various policies and regulations, including periodic reviews of the levels of service and corresponding rates the Company bills to various payers. Internal investigations or audits may result in repayment obligations for patient services previously billed or the modification of estimates relating to reimbursements. The Company believes that it is substantially in compliance with fraud and abuse statutes and their applicable governmental interpretation. The Company believes the outcome of any of these investigations or audits would not have a material adverse effect on the Company s financial position, results of operations or cash flows. Management s Plans The Company recorded a net loss of $8,418,629 and $420,398 for the year and short period ended December 31, 2014 and 2013, respectively. Such losses were consistent with management s forecasted results from operations since the date of the Company s inception of December 5, 2013, through December 31, Through December 31, 2014, the Company s Member has funded operating cash flows as well as funded various business acquisitions in line with the Company s strategy and growth plans. As discussed further in Note 15, the Company entered into a revolving line of credit and senior term loan in 2015 and raised additional capital proceeds. In addition, the $4,093,478 note payable balance at December 31, 2014, was subsequently converted to equity. Management believes these subsequent events, as well as the approximate $10,000,000 in current assets at December 31, 2014, will provide sufficient cash flow to support operations through December 31, MAR006742

21 AMR 9B LEASES Operating Leases The Company leases various office facilities under operating lease agreements. In most cases, the Company expects that, in the normal course of business, leases that expire will be renewed or replaced by other leases. Approximate future minimum payments under the non-cancelable leases in effect at December 31, 2014, are as follows: Lease Year Ending December 31: Payments 2015 $ 395, , , , ,000 Thereafter 234,267 Total $ 1,181,453 Rent expense under non-cancelable operating leases for the year ended December 31, 2014 was $387,724, including $34,200 paid to related parties, and is included in general and administrative expenses in the accompanying Consolidated Statements of Operations. No rent expense was recognized for the short period ended December 31, Capital Lease The Company assumed two capital lease obligations for vehicles and equipment when it acquired Shoals in December The vehicle and equipment leases are governed by the same agreement with the same lessor. The vehicle lease is for 11 vehicles with a term of six years expiring in May The equipment lease is for various medical and other equipment that will be used in each of the leased vehicles and has a term of four years expiring in May The Company can, after each respective initial lease term expires, purchase the property for $1, provided that it is current on all of its payments. The Company intends to exercise that option and purchase the property at the end of each lease term. The following is an analysis of the assets under capital lease by category: As of December 31, Asset Category (unaudited) Vehicles $ 816,355 $ 816,355 Medical equipment 187, ,189 Less: Accumulated amortization (200,459) (4,299) $ 803,085 $ 999, MAR006743