Related Party Transactions	9 Months Ended
Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 18 – Related Party Transactions Related party transactions included the following: • The Physician LLCs employ the doctors who work in our hospitals. We have no direct ownership interest in these entities but they are owned and, in some instances, controlled by related parties including our CEO, Dr. Thomas Vo. The Physician LLCs are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to them in the event of cash shortages and received the benefit of their cash surpluses. Amounts due from Physician LLCs totaled $6,657,871 at September 30, 2022 and $1,891,147 at December 31, 2021. These amounts are eliminated in the consolidation of these VIEs except as noted below. In connection with the merger with Clinigence, we forgave certain amounts due from Physician LLCs for past advances made by us in support of their operations. We recognized net expense of $1,506,650 in the three months ended March 31, 2022 as other expense in the consolidated statements of operations. No such expense was recognized subsequently. The Physician LLCs had outstanding obligations to their member owners, who are also Company stockholders, totaling $2,058,701 at September 30, 2022 and $2,675,195 at December 31, 2021 reported within accounts payable – related party in our consolidated balance sheets. • Most of our hospital division facilities are leased from real estate entities which are owned by related parties. These leases are typically on a triple net basis where our hospital division is responsible for all operating costs, repairs and taxes on the facilities. Our obligations under these leases are presented in Note 9. During the three and nine months ended September 30, 2022, we made cash payments for these lease obligations totaling $3,686,802 and $9,876,281, respectively. Cash payments for these lease obligations made in the three and nine month ended September 30, 2021 totaled $2,723,060 and $8,096,166, respectively. We received $1,245,000 of cash in the three months ended June 30, 2022 as a lease incentive from an affiliated Real Estate Entity not consolidated by us. This incentive was included in the determination of our financing lease obligations to this entity. • We consolidate Real Estate Entities as VIEs when they do not have sufficient equity at risk and our hospital entities are guarantors or co-borrowers under their outstanding mortgage loans. The consolidated Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. We have no direct ownership interest in these entities but they are owned and, in some instances, controlled by related parties including our CEO. During the second quarter of 2022, we deconsolidated 17 Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans. At September 30, 2022, three Real Estate Entities continue to be consolidated in our financial statements. In connection with the merger with Clinigence, we forgave certain amounts due from Real Estate Entities for past advances made by us. We recognized net expense totaling $553,259 in the three months ended March 31, 2022 as other expense in the consolidated statements of operations. No such expense was recognized subsequently. • We made advances to unconsolidated entities owned by related parties that we lease facilities from. These advances totaled $1,684,409 at September 30, 2022 and $1,288,354 at December 31, 2021 and are reported as accounts receivable – related party in our consolidated balance sheets. These amounts are due on demand and bear no interest. • Accounts receivable – related party included $162,607 at September 30, 2022 and $600,044 at December 31, 2021 due from noncontrolling interest owners of consolidated ER Entities. • Micro Hospital Holding LLC, an affiliate controlled by our CEO made advances to one of our hospital facilities, SE Texas ER. These advances totaled $1,424,948 at September 30, 2022 and December 31, 2021 and are reported as accounts payable – related party in our consolidated balance sheets. The advances have no stated maturity and bear no interest. • Accounts payable – related party in our consolidated balance sheets included $130,675 at September 30, 2022 and $0 at December 31, 2021 for reimbursement of expenses incurred on our behalf. • We provide managerial services to emergency centers owned and, in some instances, controlled by related parties including an entity controlled by our CEO. We recognized $361,927 and $962,898 of managerial fees within the hospital division in the three and nine months ended September 30, 2022 for these services. In the three and nine months ended September 30, 2021, we recognized $230,100 and $1,104,540 of revenue for these services. • Two of our ER Entities are obligated under managerial services agreements with related parties commencing in 2022. Payments under these agreements totaled $113,175 and $1,671,855 for the three and nine months ended September 30, 2022.

Related Party Transactions

9 Months Ended

Sep. 30, 2022

Note 18 – Related Party Transactions

Related party transactions included the following:

• The Physician LLCs employ the doctors who work in our hospitals. We have no direct ownership interest in these entities but they are owned and, in some instances, controlled by related parties including our CEO, Dr. Thomas Vo. The Physician LLCs are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to them in the event of cash shortages and received the benefit of their cash surpluses. Amounts due from Physician LLCs totaled $6,657,871 at September 30, 2022 and $1,891,147 at December 31, 2021. These amounts are eliminated in the consolidation of these VIEs except as noted below.

In connection with the merger with Clinigence, we forgave certain amounts due from Physician LLCs for past advances made by us in support of their operations. We recognized net expense of $1,506,650 in the three months ended March 31, 2022 as other expense in the consolidated statements of operations. No such expense was recognized subsequently.

The Physician LLCs had outstanding obligations to their member owners, who are also Company stockholders, totaling $2,058,701 at September 30, 2022 and $2,675,195 at December 31, 2021 reported within accounts payable – related party in our consolidated balance sheets.

• Most of our hospital division facilities are leased from real estate entities which are owned by related parties. These leases are typically on a triple net basis where our hospital division is responsible for all operating costs, repairs and taxes on the facilities. Our obligations under these leases are presented in Note 9. During the three and nine months ended September 30, 2022, we made cash payments for these lease obligations totaling $3,686,802 and $9,876,281, respectively. Cash payments for these lease obligations made in the three and nine month ended September 30, 2021 totaled $2,723,060 and $8,096,166, respectively.

We received $1,245,000 of cash in the three months ended June 30, 2022 as a lease incentive from an affiliated Real Estate Entity not consolidated by us. This incentive was included in the determination of our financing lease obligations to this entity.

• We consolidate Real Estate Entities as VIEs when they do not have sufficient equity at risk and our hospital entities are guarantors or co-borrowers under their outstanding mortgage loans. The consolidated Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. We have no direct ownership interest in these entities but they are owned and, in some instances, controlled by related parties including our CEO. During the second quarter of 2022, we deconsolidated 17 Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans. At September 30, 2022, three Real Estate Entities continue to be consolidated in our financial statements.

In connection with the merger with Clinigence, we forgave certain amounts due from Real Estate Entities for past advances made by us. We recognized net expense totaling $553,259 in the three months ended March 31, 2022 as other expense in the consolidated statements of operations. No such expense was recognized subsequently.

• We made advances to unconsolidated entities owned by related parties that we lease facilities from. These advances totaled $1,684,409 at September 30, 2022 and $1,288,354 at December 31, 2021 and are reported as accounts receivable – related party in our consolidated balance sheets. These amounts are due on demand and bear no interest.

• Accounts receivable – related party included $162,607 at September 30, 2022 and $600,044 at December 31, 2021 due from noncontrolling interest owners of consolidated ER Entities.

• Micro Hospital Holding LLC, an affiliate controlled by our CEO made advances to one of our hospital facilities, SE Texas ER. These advances totaled $1,424,948 at September 30, 2022 and December 31, 2021 and are reported as accounts payable – related party in our consolidated balance sheets. The advances have no stated maturity and bear no interest.

• Accounts payable – related party in our consolidated balance sheets included $130,675 at September 30, 2022 and $0 at December 31, 2021 for reimbursement of expenses incurred on our behalf.

• We provide managerial services to emergency centers owned and, in some instances, controlled by related parties including an entity controlled by our CEO. We recognized $361,927 and $962,898 of managerial fees within the hospital division in the three and nine months ended September 30, 2022 for these services. In the three and nine months ended September 30, 2021, we recognized $230,100 and $1,104,540 of revenue for these services.

• Two of our ER Entities are obligated under managerial services agreements with related parties commencing in 2022. Payments under these agreements totaled $113,175 and $1,671,855 for the three and nine months ended September 30, 2022.