GPB Holdings II 10-Q 12 May 23 2023 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Mar. 31, 2023 shares
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	000-56442
Entity Registrant Name	GPB Holdings II, LP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-3870808
Entity Address, Address Line One	c/o Highline Management, Inc.
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	877
Local Phone Number	489-8484
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Central Index Key	0001640265
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding	0

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 325,535	$ 334,427
Restricted cash	18,227	18,227
Accounts receivable, net	30,671	26,909
Inventories	1,559	1,097
Prepaid expenses	7,262	5,649
Contract assets	12,814	15,740
Current assets held for sale, discontinued operations	13,702	21,583
Total current assets	409,770	423,632
Non-current assets:
Property and equipment, net	9,355	8,245
Investment securities, net of current portion	671	729
Equity method investments	18,931	15,467
Right-of-use assets operating	6,950	6,535
Goodwill	100,185	78,895
Intangible assets, net	70,408	67,973
Other non-current assets	808	699
Total non-current assets	207,308	178,543
Total assets	617,078	602,175
Current liabilities:
Accounts payable	6,798	8,192
Accrued expenses	33,847	21,510
Deferred revenue and customer deposits	13,736	19,319
Long-term debt, current portion	4,340	1,724
Finance lease liabilities, current portion	203	224
Operating lease liabilities, current portion	2,728	2,533
Due to related parties	1,755	374
Total current liabilities	63,407	53,876
Non-current liabilities:
Long-term debt, net of current portion	2,558	25
Finance lease liabilities discontinued operations, net of current portion	123	159
Operating lease liabilities, net of current portion	3,802	3,498
Deferred tax liabilities - long-term	4,103	4,033
Other liabilities	715	816
Total non-current liabilities	11,301	8,531
Total liabilities	74,708	62,407
Commitments and contingencies
Partners' capital
Partners' capital attributable to the Partnership	527,862	529,172
Accumulated other comprehensive loss	(2,290)	(2,170)
Total partners' capital attributable to the Partnership	525,572	527,002
Non-controlling interests	16,798	12,766
Total partners' capital	542,370	539,768
Total liabilities and partners' capital	$ 617,078	$ 602,175

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues:
Product revenue	$ 13,081	$ 14,540
Service revenue	35,640	31,527
Debt investment interest income	78	95
Loss on sale of investment securities	29
Other revenue		67
Total revenues	48,828	46,229
Cost of revenues:
Total cost of revenues	26,576	26,237
Gross profit	22,252	19,992
Operating expenses (income):
Selling, general and administrative expenses	19,751	16,865
Managerial assistance fee, related party	3,028	3,095
Rent expense	1,035	1,116
Income from equity method investments	(3,464)	(478)
Gain on disposal of businesses		(6,723)
Depreciation and amortization	4,829	3,979
Total net operating expenses	25,179	17,854
Operating (loss) income	(2,927)	2,138
Other income (expense):
Interest expense	(140)	(1,381)
Interest expenses to related parties		(356)
Interest income	3,335	235
Other expense	(1,204)	(193)
Total other income (expense)	1,991	(1,695)
(Loss) income from continuing operations, before tax	(936)	443
Income tax expense	(211)	(143)
Net (loss) income from continuing operations	(1,147)	300
Net income (loss) from discontinued operations	160	(1,456)
Net loss of continuing and discontinued operations	(987)	(1,156)
Net income attributable to non-controlling interests	244	1,961
Net loss attributable to the Partnership	(1,231)	(3,117)
Product
Cost of revenues:
Cost of goods and services sold	6,763	7,790
Service
Cost of revenues:
Cost of goods and services sold	$ 19,813	$ 18,447

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Condensed Consolidated Statements of Comprehensive Income
Net loss	$ (987)	$ (1,156)
Other comprehensive loss:
Foreign currency translation loss	(132)	(105)
Total other comprehensive loss	(1,119)	(1,261)
Foreign currency loss attributable to non-controlling interests	(12)	(12)
Net income attributable to non-controlling interests	244	1,961
Comprehensive loss attributable to the Partnership	$ (1,351)	$ (3,210)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Partners' Capital - USD ($) $ in Thousands	Class A Limited Partners	Class A-1 Limited Partners	Class B Limited Partners	Class B-1 Limited Partners	Partners' Capital Attributable to GPB Holdings II, LP	Accumulated Other Comprehensive Income (loss)	Non-Controlling Interests	Total
Partners' capital - Beginning balance at Dec. 31, 2021	$ 228,859	$ 117,833	$ 134,729	$ 70,482	$ 551,903	$ (1,201)	$ 16,566	$ 567,268
Increase (Decrease) in Partners' Capital
Distributions							(42)	(42)
Net loss	(1,462)	(706)	(650)	(299)	(3,117)		1,961	(1,156)
Other comprehensive loss						(93)	(12)	(105)
Partners' capital - Ending balance at Mar. 31, 2022	227,397	117,127	134,079	70,183	548,786	(1,294)	18,473	565,965
Partners' capital - Beginning balance at Dec. 31, 2022	212,740	118,598	129,372	68,462	529,172	(2,170)	12,766	539,768
Increase (Decrease) in Partners' Capital
Net loss	(732)	(291)	(186)	(22)	(1,231)		244	(987)
Other comprehensive loss						(120)	(12)	(132)
Transfers	5	(5)
Tax withholding distributions	(36)	(14)	(19)	(10)	(79)			(79)
Contribution							3,800	3,800
Partners' capital - Ending balance at Mar. 31, 2023	$ 211,977	$ 118,288	$ 129,167	$ 68,430	$ 527,862	$ (2,290)	$ 16,798	$ 542,370

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net (loss) income from continuing operations:	$ (1,147)	$ 300
Net income (loss) from discontinued operations, excluding gain	160	(1,456)
Net loss	(987)	(1,156)
Adjustments to reconcile net loss to net cash used in operating activities:
Income from equity method investments	(3,464)	(478)
Gain on disposal of business		(6,723)
Gain on sale of property and equipment	(70)
Gain on sale of debt investments	(29)
Bad debt (recoveries) expense, net	(539)	295
Depreciation and amortization	5,365	4,243
Amortization of deferred financing costs		164
Amortization of right of use assets - operating	853	1,168
Changes in deferred tax liabilities	72	(3)
Changes in operating assets and liabilities, net of effects from business combinations and dispositions:
Accounts receivable, net	1,178	(3,252)
Due from related parties		(37)
Inventories, net	(462)	201
Prepaid expenses	(931)	103
Contract assets	2,921	(4,397)
Other assets	(109)	68
Accounts payable	(1,911)	560
Accrued expenses	201	169
Due to related parties	1,381	(80)
Customer deposits	(5,579)	6,428
Operating lease liability	(804)	(1,174)
Other current liabilities		(61)
Other liabilities	(99)	(63)
Operating cash flows from discontinued operations, net	(160)	1,456
Net cash used in operating activities	(3,173)	(2,569)
Cash flows from investing activities:
Proceeds from sale of business (net of cash withheld)		14,284
Purchase of business (net of cash acquired)	(12,857)
Proceeds from debt investments	87	2,135
Distribution received from investee	8,040	28,475
Collections of notes receivable - related party		170
Purchase of property and equipment	(659)	(517)
Proceeds from sale of property and equipment	193
Payments for intangibles and long lived assets	(319)	(132)
Net cash (used in) provided by investing activities	(5,515)	44,415
Cash flows from financing activities:
Repayments of notes payable - related party		(6,500)
Repayments on loans payable	(25)	(25)
Repayments on finance lease obligations	(57)	(55)
Repayments on lines of credit	(34)	(34)
Distributions	(79)	(2,082)
Distributions to non-controlling interest		(42)
Net cash used in financing activities	(195)	(8,738)
Effect of exchange rate changes on cash	(9)	(19)
Net (decrease) increase in cash and cash equivalents	(8,892)	33,089
Cash and cash equivalents and restricted cash of continuing operations - beginning of period	352,654	375,801
Cash and cash equivalents and restricted cash - beginning of period	343,762	408,890
Cash and cash equivalents and restricted cash - end of period	343,762	408,890
Supplemental schedule of non-cash investing and financing activities:
Operating lease asset valuation adjustment	(55)	(615)
Operating lease liability valuation adjustment	55	615
Operating lease assets assumed	(109)	(625)
Operating lease liabilities assumed	109	$ 625
Contingent liability assumed	11,140
Non-controlling interest contribution	$ 3,800

Organization and Nature of the

Organization and Nature of the Business	3 Months Ended
	Mar. 31, 2023
Organization and Nature of the Business
Organization and Nature of the Business	1. Organization and Nature of the Business Organization GPB Holdings II, LP (“Holdings II”, the “Partnership”, “we”, “us”, “our” or the “Registrant”) is a holding company which was organized as a Delaware limited partnership on April 17, 2015 and commenced operations on June 1, 2015. GPB Capital Holdings, LLC (“General Partner”, “Capital Holdings”, “GPB Capital” or “GPB”), a Delaware limited liability company and registered investment adviser, is the Partnership’s General Partner pursuant to the terms of the Fourth Amended and Restated Agreement of Limited Partnership, dated April 26, 2018 (as the same may be amended from time to time, the “LPA”). Pursuant to the LPA, GPB conducts and manages our business. Robert Chmiel, GPB’s Chief Executive Officer and Chief Financial Officer, currently serves as the sole manager of GPB under the terms of GPB’s limited liability company agreement. GPB has entered into a management services agreement with GPB’s wholly owned subsidiary, Highline Management, Inc. (“Highline”), pursuant to which Highline provides certain management services to GPB to assist GPB in fulfilling GPB’s duties as the Partnership’s General Partner. Nature of Business The Partnership provides a range of strategic, operational and management resources to our subsidiaries which are engaged in a number of diverse business activities. Our Chief Operating Decision Maker (“CODM”) who manages the segments as detailed below, regularly reviews consolidated financial information, evaluates overall strategic performance, and allocates resources to the Partnership. We report our businesses in the three segments for accounting purposes based on how our CODM views the Partnership as follows: ● Technology-Enabled Services segment (“Technology-Enabled Services” or “TES”) acquires and operates Technology-Enabled Services portfolio companies which provide Technology-Enabled Services to healthcare companies. Services provided include the sale and licensing of various electronic health records software and practice management software platforms for ambulatory, acute and long-term healthcare facilities. The customer base served by our TES portfolio companies is dispersed across the U.S., related territories, Costa Rica and India. As of March 31, 2023, Holdings II owned 96% of Project Halo Holdings, LLC (“Halo”), which is comprised of Cantata Health Solutions, LLC (“Cantata”) (formerly Meta Healthcare IT Solutions, LLC) and Experience Care, LLC (“Experience Care”) (formerly Cantata Health, LLC); and 90.1% of HealthPrime International, LLC (“HealthPrime” or “HPI”), which includes 100% of Micro Development Services Inc. (“MDS”), all of which are accounted for under the consolidation method. Our Technology-Enabled Services also has a non-controlling investment of 31% in Hotel Internet Services, LLC (“HIS”) as of March 31, 2023 which is accounted for under the equity method. HIS provides the equipment and associated internet services to hotels, resorts, military, student housing, casinos, and many other commercial venues. ● Energy segment (“Energy”) acquires and operates companies that provide services in the solar panel market. As of March 31, 2023 the Partnership owned 60% of Erus Holdings, LLC (“Erus”), which is accounted for under the consolidation method. In January, 2022, the Partnership sold its investment in its subsidiary Greenwave Energy, LLC (“Greenwave”). The Partnership has a 50% non-controlling equity method investment in Quantum Energy Holdings, LLC (“Quantum”). Quantum provides customer acquisition services to the alternative energy industry. ● Corporate and Other segment primarily consists of other operating entities that are not reportable under the quantitative thresholds under United States Generally Accepted Accounting Principles (“U.S. GAAP”), or are the selling, general and administrative expenses of the Partnership. During the year ended December 31, 2021, the Partnership sold substantially all of its automotive assets including Orangeburg Subaru, LLC, and continues to own its 33.5% interest in GPB Prime Holdings, LLC (“GPB Prime”), an equity method investment, during GPB Prime’s wind down. In March 2022, the Partnership sold its real estate investment in 124 Middleneck Realty LLC (“Middleneck”). Further information regarding our reportable business segments is contained in “Note 12. Business Segments”. Further information regarding equity method investments is contained in “Note 6. Equity Method Investments”.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Significant Accounting Policies
Summary of Significant Accounting Policies	2. Significant Accounting Policies The significant accounting policies used in preparation of these Condensed Consolidated Financial Statements are disclosed in our Annual report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2023 (the “Form 10-K”), and there have been no changes to the Partnership’s significant accounting policies during the three months ended March 31, 2023. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements as of March 31, 2023, and for the three months ended March 31, 2023 and 2022 have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. Additionally, operating results for interim periods are not necessarily indicative of the results that can be expected for a full year. The unaudited Condensed Consolidated Financial Statements herein should be read in conjunction with our audited Consolidated Financial Statements and notes included in the Form 10-K filed with the SEC on March 31, 2023. Principles of Consolidation and Equity Method The Condensed Consolidated Financial Statements include the accounts of the Partnership and its subsidiaries in which it has a controlling interest. Intercompany accounts and transactions have been eliminated in consolidation. Our strategy in the segments in which we choose to participate is to invest in and operate income producing, middle market private companies primarily in North America. We focus on owning and operating portfolio companies on a long-term basis with a goal of maximizing returns for our investors by improving operational performance, and in turn, increasing the value. We strive to create long-term value and generate cash flow from operations for our Limited Partners by building industry-leading companies. To accomplish our objectives, we acquire controlling interests in operating companies and provide managerial expertise and investment capital to develop the operations and enhance the overall value of the business. In other situations, we acquire equity that affords us the ability to exercise significant influence over the business without a controlling stake. For this reason, we classify the earnings from our investments in entities where we have the ability to exercise significant influence as a component of operating income in our Condensed Consolidated Statements of Operations. Cash and Cash Equivalents Cash and cash equivalents includes cash on hand, cash in bank accounts without restriction, and investments in Treasury Bills with original maturities of no longer than three months. The Partnership maintains cash balances with financial institutions that, at times, may exceed federally insured limits. Management periodically evaluates the creditworthiness of these institutions and has not experienced any losses on such deposits. As of March 31, 2023, the standard Federal Deposit Insurance Corporation (the “FDIC”) insurance coverage limit is $250,000 per depositor, per FDIC-insured bank, per ownership category. Any deposit in excess of this insured amount could be lost. As of March 31, 2023, substantially all of the Partnership’s $27.9 million of deposited cash held in banks was in excess of the FDIC coverage limit. As of March 31, 2023, $297.6 million was invested in Treasury Bills, with original maturities of no longer than three months. As of March 31, 2023 and December 31, 2022, the Partnership had cash deposited in certain financial institutions in excess of federally insured levels. The Partnership regularly monitors the financial stability of these financial institutions and believes that it is not exposed to any significant credit risk in cash and cash equivalents. However, in March and April 2023, certain U.S. government banking regulators took steps to intervene in the operations of certain financial institutions due to liquidity concerns, which caused general heightened uncertainties in financial markets. While these events have not had a material direct impact on the Partnership’s operations, if further liquidity and financial stability concerns arise with respect to banks and financial institutions, either nationally or in specific regions, the Partnership’s ability to access cash or enter into new financing arrangements may be threatened, which could have a material adverse effect on its business, financial condition and results of operations. Restricted Cash As of March 31, 2023, the Partnership held $18.2 million of total Risks and Uncertainties We are subject to a number of legal proceedings at both the Partnership and our portfolio companies, as described in “Note 10. Commitments and Contingencies.” While we are vigorously defending our position in these proceedings, there is uncertainty surrounding their related outcomes and timing. The cost to defend and outcomes of these proceedings could affect the liquidity of the Partnership and the use of available cash. The Technology-Enabled Services industry is subject to rapid innovation, which forces companies to move swiftly to react to changes in the industry. Maintenance of state-of-the-art technology and network equipment is costly and requires expertise. It can be difficult to accurately price our Technology-Enabled Services portfolio companies’ long-term service contracts, which could negatively affect our business. Renewal of customer service contracts and establishment of new customer relationships are essential for growth of our Technology-Enabled Services portfolio companies. Our revenue could decline if we are unable to renew contracts and establish new relationships. Our Technology-Enabled Services portfolio companies derive a significant portion of their revenues from a limited number of customers. Our Technology-Enabled Services portfolio companies rely on their top vendor partners. We outsource a significant portion of our Technology-Enabled Services to offshore service providers which can subject us to a number of risks that may affect our ability to meet our customers’ expectations, contractual obligations and regulatory requirements. If the emerging technologies and platforms upon which we build our products do not gain or continue to maintain broad market acceptance, or if we fail to develop and introduce in a timely manner new products and services compatible with such emerging technologies, we may not be able to compete effectively and our ability to generate revenue will suffer. We are dependent on our license rights and other services from third parties, which may cause us to discontinue, delay or reduce product shipments. We may experience interruption at our data centers or client support facilities. In our healthcare information technology business, we and our clients are subject to a number of existing laws, regulations and industry initiatives, including The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and other data privacy regulations, and we are susceptible to a continually changing and complex regulatory environment. We own and operate portfolio companies engaged in the energy business, which are subject to various market and regulatory risks that could have a negative impact on our financial results, including changes to government-sponsored incentives to adoption of solar energy, solar panel supply chain interruptions and changes in the relative price of energy sources supplying the electric grid. Many of our customers in this segment finance their purchases, and high levels of inflation or increased interest rates may discourage such purchases in the future. Our energy segment had one major vendor that accounted for substantially all material purchases in cost of sales for the three months ended March 31, 2023 and 2022, respectively. Accounts payable to this vendor were $1.7 million and $2.3 million at March 31, 2023 and December 31, 2022, respectively. On February 11, 2021, the United States District Court for the Eastern District of New York (the “EDNY Court”), in a contested civil proceeding filed by the SEC (the “SEC Action”), appointed Joseph T. Gardemal III as an independent monitor over GPB (the “Monitor”) until further order of the Court (the “Order”). The Monitor is required to assess the Partnership’s operations and business, and make recommendations to the EDNY Court, which may include continuation of GPB’s operations subject to the Monitorship, a liquidation of assets, or filing for reorganization in bankruptcy. The Order provides that the Monitor will remain in place until terminated by order of the EDNY Court, and grants the Monitor the authority to approve or disapprove proposed material corporate transactions by GPB, the Partnership or its subsidiaries, extensions of credit by them outside the ordinary course of business, decisions to resume distributions to the Limited Partners of the Partnership, or any decision to file any bankruptcy or receiver petition for any of them, among other actions. On June 13, 2022, the SEC filed by Order to Show Cause in the SEC Action an application to (i) convert the existing Monitorship over GPB and the GPB-managed funds to a Receivership, and appoint the previously-appointed Monitor, Joseph T. Gardemal III, as Receiver; and (ii) impose a litigation injunction on cases filed against GPB and the GPB-managed funds (the “Receivership Application”). The Receivership Application and the Proposed Order Appointing Receiver and Imposing Litigation Injunction (the “Proposed Order”) were filed with the EDNY Court with consent of GPB’s management. If appointed, the receiver could assume the right to operate and manage the business and we may be subject to, among other things, closer monitoring of our day-to-day activities and books and records than under the current Monitorship. We may also be prohibited from making certain investments or undertaking other activities that we would have otherwise pursued, may be required to settle disputes, including with creditors, in ways that we may not otherwise have agreed to outside of Receivership, or otherwise be subject to reorganization or liquidation. Future outbreaks of COVID-19 could have a material adverse impact on our businesses, financial condition and results of operations. Our impacted businesses have rebounded well to at or near pre-COVID-19 sales levels. However, future COVID-19 outbreaks in the markets in which we operate may in the future cause changes in customer behaviors, including a decrease for healthcare services, and for home and commercial solar systems. This may lead to increased valuation risks, such as impairment of long-lived assets. Uncertainties in the global economy may negatively impact our suppliers and other business partners, which may interrupt our supply chain and require other changes to our operations. These and other factors may adversely impact our financial condition, liquidity and cash flow. Our access to our cash and cash equivalents in amounts adequate to finance our operations could be significantly impaired by the financial institutions with which we have arrangements. Any material decline in our ability to access our cash and cash equivalents could adversely impact our ability to meet our operating expenses, provide distributions, result in breaches of our contractual obligations or result in violations of federal or state wage and hour laws, among other things, any of which could have material adverse impacts on our operations and liquidity.

Revenue Recognition

Revenue Recognition	3 Months Ended
	Mar. 31, 2023
Revenue Recognition
Revenue Recognition	3. Revenue Recognition The following is a disaggregation of revenue by major product or service lines, separated by reportable segments from which the Partnership generates its revenue. For more detailed information about reportable segments, see “Note 12. Business Segments”. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Technology - ​ ​ ​ ​ ​ ​ ​ ​ Enabled ​ ​ ​ ​ ​ ​ (Dollars in thousands) Services Energy Total Three Months Ended March 31, 2023 ​ ​ ​ ​ ​ ​ Product revenue ​ $ 520 ​ $ 12,561 ​ $ 13,081 Service revenue ​ 35,640 ​ — ​ 35,640 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue Stream ​ ​ ​ Software licenses ​ $ 520 ​ $ — ​ $ 520 Software maintenance and support ​ 4,187 ​ — ​ 4,187 Professional services ​ 5,710 ​ — ​ 5,710 Medical billing and services ​ 25,743 ​ — ​ 25,743 Solar panel sales ​ — ​ 12,561 ​ 12,561 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Timing of Revenue Recognition ​ ​ ​ Products and services transferred at a point in time ​ $ 520 ​ $ 12,561 ​ $ 13,081 Products and services transferred over time ​ 35,640 ​ — ​ 35,640 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Technology - ​ ​ ​ ​ ​ ​ ​ ​ Enabled ​ ​ ​ ​ ​ ​ (Dollars in thousands) Services Energy Total Three Months Ended March 31, 2022 ​ ​ ​ ​ ​ ​ Product revenue ​ $ 690 ​ $ 13,850 ​ $ 14,540 Service revenue ​ 31,527 ​ — ​ 31,527 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue Stream ​ ​ ​ ​ ​ ​ Software licenses ​ $ 690 ​ $ — ​ $ 690 Software maintenance and support ​ 5,440 ​ — ​ 5,440 Professional services ​ 6,389 ​ — ​ 6,389 Medical billing and services ​ 19,698 ​ — ​ 19,698 Solar panel sales ​ — ​ 13,850 ​ 13,850 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Timing of Revenue Recognition ​ ​ ​ ​ ​ ​ Products and services transferred at a point in time ​ $ 690 ​ $ 13,850 ​ $ 14,540 Products and services transferred over time ​ 31,527 ​ — ​ 31,527 ​ Debt investment interest income, loss on the sale of investment securities, and other revenue earned from success fees on debt investments included in our consolidated revenues are not within the scope of ASC 606 Revenue from Contracts with Customers.

Acquisitions, Disposals and Dis

Acquisitions, Disposals and Discontinued Operations	3 Months Ended
	Mar. 31, 2023
Acquisitions, Disposals and Discontinued Operations.
Acquisitions, Disposals and Discontinued Operations	4. Acquisitions, Disposals and Discontinued Operations 2023 ACQUISITION On January 6, 2023, with an effective date of January 1, 2023, HPI, a Delaware limited liability company and subsidiary of the Partnership, entered into an agreement to acquire substantially all of the assets of ALN Medical Management, LLC, (“ALN”) a provider of revenue cycle management and business related management services for total purchase consideration of $27.9 million. The purchase consideration was comprised of cash consideration of $13.0 million (net of cash acquired of $0.1 million); the fair value of an earnout of $11.1 million, which is a Level 3 financial asset; and, the fair value of rollover units of $3.8 million, which are defined as 1,339 of Class A-1 Units of HPI Holdings, LLC, the parent of HPI (“HPI Holdings”), which are recorded in non-controlling interest in partners’ capital. Included in net assets is the assumption of promissory notes of $5.2 million. The terms of the assumed promissory notes are discussed in “Note 9. Borrowings”. The earnout was valued using a discounted cash flow analysis, significant assumptions include the risk-free rate of 4.3% and the credit spread rate of 8.4%, and is included in accrued expenses in the Condensed Consolidated Balance Sheets as of March 31, 2023. The components of the assets acquired and liabilities assumed, which were recorded at preliminary estimated fair values, were as follows: ​ ​ ​ ​ ​ (Dollars in thousands) ​ Current assets ​ $ 5,343 Operating lease assets ​ ​ 1,104 Property and equipment ​ 1,255 Intangible assets ​ 6,800 Goodwill ​ 21,290 Debt ​ (5,208) Operating lease liabilities ​ ​ (1,104) Current liabilities ​ (1,546) Total net assets ​ $ 27,934 ​ The preliminary fair values of the acquired identifiable intangible assets, as well as the earnout liability, working capital adjustment and the rollover units is provisional pending receipt of the final valuations for these amounts. The purchase of ALN resulted in the recognition of goodwill in the Partnership’s Condensed Consolidated Financial Statements, which is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized and includes the expected synergies from combining ALN and HPI. ALN is included in the HPI reporting unit. In connection with the ALN acquisition, the Partnership identified the following intangible assets: ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ Useful Lives Customer relationships ​ $ 5,200 10 years Trade name ​ 1,600 5 years ​ ​ $ 6,800 ​ ​ ​ The accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2023, includes $5.4 million of revenue and net loss of $0.6 million, related to ALN for the period from January 1, 2023 (date of acquisition), through March 31, 2023. The Partnership’s unaudited pro forma consolidated results of operations for the three months ended March 31, 2022, are summarized in the table below, assuming the acquisition of ALN occurred on January 1, 2022. These unaudited pro forma results of operations have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which would have actually resulted had the acquisition occurred on January 1, 2022, or are they indicative of future results of operations. The Partnership’s unaudited pro forma consolidated results of operations (as if the acquisition of ALN had occurred on January 1, 2022) is as follows: ​ ​ ​ ​ ​ ​ Three months ended (Dollars in thousands) ​ March 31, 2022 Pro forma revenue ​ $ 52,916 Pro forma net income from continuing operations ​ $ 533 ​ 2022 DISPOSITIONS In January, 2022, Greenwave Energy, LLC (“Greenwave”), a subsidiary of the Partnership entered into an Asset Purchase Agreement with United Energy Trading, LLC (“UET”). The Asset Purchase Agreement became effective on January 1, 2022, at which time UET acquired all customer contracts for the sale of natural gas or renewable energy credits and carbon offsets as well as intellectual property rights to the Greenwave name in exchange for $4.4 million in net cash proceeds. The $4.4 million in net cash proceeds were received in January 2022. The Partnership recorded a gain of $4.4 million on disposal of the business in January 2022. In March, 2022, the Partnership sold Middleneck, the real estate of its shuttered Tower Ford dealership for net proceeds of $9.9 million, to the current operator of an auto dealership on the site, subject to standard post-closing adjustments. The Partnership recorded a gain of approximately $2.3 million on disposal of the real estate in 2022. Discontinued Operations The following dispositions represent a strategic shift in the Partnership’s operations and financial results. Therefore, the Partnership is presenting the operating results and cash flows as discontinued operations in the accompanying Condensed Financial Statements for all periods presented. Automotive Retail GPB Prime, in which the Partnership continues to hold a 33.5% equity investment, completed the sale of substantially all of its assets, including real estate, three collision centers and 28 dealerships in 2021. The Partnership also sold its wholly owned dealership, Orangeburg Subaru LLC (“Orangeburg”), in 2021. The carrying value of the Partnership’s remaining investment in GPB Prime of $13.7 million and $21.6 million as of March 31, 2023 and December 31, 2022, respectively, is included in assets held for sale, discontinued operations on the Condensed Consolidated Balance Sheets. In March 2023 and 2022, GPB Prime reached additional agreements with M&T Bank to allow for distributions to the Partnership of $8.0 million and $28.5 million, respectively. Following the completion of the sale, the Partnership has no involvement in the operations of GPB Prime or Orangeburg. Summarized operating results for the Automotive Retail segment for the three months ended March 31, 2023 and 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, (Dollars in thousands) 2023 2022 Operating income (loss) ​ $ 160 ​ $ (1,456) Operating income (loss) ​ 160 ​ ​ (1,456) Income (loss) from discontinued operations ​ 160 ​ (1,456) Net income (loss) from discontinued operations ​ $ 160 ​ $ (1,456) ​ Summarized cash flow for the Automotive Retail segment for the three months ended March 31, 2023 and 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, (Dollars in thousands) 2023 2022 Cash provided by (used in) ​ ​ Investing activities ​ $ 8,040 ​ $ 28,475 Net increase (decrease) in cash and cash equivalents ​ $ 8,040 ​ $ 28,475 ​ The cash flow amounts in the table above exclude the effects of transactions among and between Automotive Retail and the Partnership.

Receivables, net

Receivables, net	3 Months Ended
	Mar. 31, 2023
Receivables, net
Receivables, net	5. Receivables, net Receivables, net of allowance for doubtful accounts, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, (Dollars in thousands) ​ 2023 ​ 2022 Receivables ​ ​ Energy ​ $ 2,686 ​ $ 1,866 Technology-enabled services ​ 30,049 ​ 27,155 Total ​ 32,735 ​ 29,021 Allowance for doubtful accounts ​ ​ Energy ​ (224) ​ (223) Technology-enabled services ​ (1,840) ​ (1,889) Total ​ (2,064) ​ (2,112) Receivables, net ​ $ 30,671 ​ $ 26,909 ​

Equity Method Investments

Equity Method Investments	3 Months Ended
	Mar. 31, 2023
Equity Method Investments.
Equity Method Investments	6. Equity Method Investments The carrying amounts of equity method investments were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, 2022 ​ ​ ​ ​ Ownership ​ Carrying ​ Ownership ​ Carrying (Dollars in thousands) ​ Segment ​ Percentage Amount ​ Percentage Amount Investment ​ ​ ​ ​ ​ ​ ​ ​ Quantum Energy Holdings, LLC ​ Energy 50.0 % $ 12,371 50.0 % $ 9,397 Hotel Internet Services, LLC ​ Technology-Enabled Services 31.0 % ​ 6,560 31.0 % ​ 5,996 Other ​ ​ ​ ​ — ​ 74 ​ ​ ​ ​ ​ ​ $ 18,931 ​ ​ ​ $ 15,467 ​ Income (losses) from equity method investments for the three ended were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, (Dollars in thousands) 2023 2022 Investment ​ ​ Quantum Energy Holdings, LLC ​ $ 2,974 ​ $ (128) Hotel Internet Services, LLC ​ 564 ​ 606 Other ​ ​ (74) ​ ​ — Total ​ $ 3,464 ​ $ 478 ​ In March 2023, Quantum sold one of its operating companies and the Partnership recorded its share of the gain of $3.0 million which is included in income from equity method investments in the Condensed Consolidated Statement of Operations for the three months ended March 31, 2023.

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2023
Property and Equipment
Property and Equipment	7. Property and Equipment Components of property and equipment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, (Dollars in thousands) ​ 2023 ​ 2022 Property and equipment ​ ​ Buildings ​ $ 4,549 ​ $ 4,476 Leasehold improvements ​ 747 ​ 747 Computer and office equipment ​ 5,132 ​ 4,410 Furniture and fixtures ​ 786 ​ 528 Vehicles ​ 2,056 ​ 2,272 Computer software ​ 2,192 ​ 1,473 Total ​ 15,462 ​ 13,906 Accumulated depreciation and amortization ​ (6,107) ​ (5,661) Total property and equipment, net ​ $ 9,355 ​ $ 8,245 ​ Depreciation and amortization expense related to property and equipment for the three months ended March 31, 2023 and 2022 was $0.7 million and $0.4 million, respectively.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets
Goodwill and Intangible Assets	8. Goodwill and Intangible Assets At March 31, 2023 and December 31, 2022, goodwill balances consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Technology - ​ ​ ​ ​ ​ ​ Enabled ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Services ​ Energy ​ Total Balance, December 31, 2022 ​ $ 64,601 ​ $ 14,294 ​ $ 78,895 Goodwill acquired through business combinations ​ ​ 21,290 ​ ​ — ​ ​ 21,290 Balance, March 31, 2023 ​ $ 85,891 ​ $ 14,294 ​ $ 100,185 ​ As of March 31, 2023 and December 31, 2022, intangible assets consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ Carrying ​ ​ ​ ​ Accumulated ​ Net Carrying ​ Remaining (Dollars in thousands) ​ Amount ​ Impairment ​ Amortization ​ Amount ​ Lives (Years) March 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships ​ $ 95,858 ​ $ — ​ $ (41,310) ​ $ 54,548 ​ 5.8 Trademark and trade names (1) ​ 7,360 ​ — ​ (3,380) ​ 3,980 4.3 Software development and platform cost ​ 38,929 ​ — ​ (27,049) ​ 11,880 4.0 Covenant not to compete ​ 1,341 ​ — ​ (1,341) ​ — — Total ​ $ 143,488 ​ $ — ​ $ (73,080) ​ $ 70,408 December 31, 2022 ​ ​ ​ ​ Customer relationships ​ $ 90,658 ​ $ — ​ $ (37,993) ​ $ 52,665 5.6 Trademark and trade names (1) ​ 5,760 ​ — ​ (3,108) ​ ​ 2,652 1.7 Software development and platform cost ​ 38,610 ​ — ​ (25,954) ​ ​ 12,656 4.1 Covenant not to compete ​ 1,341 ​ — ​ (1,341) ​ ​ — — Total ​ $ 136,369 ​ $ — ​ $ (68,396) ​ $ 67,973 1. Includes indefinite lived intangible assets not subject to amortization totaling $1.6 million as of March 31, 2023 and December 31, 2022. The Partnership capitalized software development costs of $0.3 million and $0.1 million during each of the three months ended March 31, 2023 and 2022, respectively. Amortization expense related to intangible assets was $4.7 million and $3.9 million for the three months ended March 31, 2023 and 2022, respectively. The amortization expense for software development and platform costs included in cost of revenues was $0.5 million and $0.3 million, respectively, for the three months ended March 31, 2023 and 2022, respectively. Estimated amortization expense as of March 31, 2023 for each of the next five years and thereafter is as follows: ​ ​ ​ ​ ​ ​ Estimated (Dollars in thousands) ​ Amortization Expense 2024 ​ $ 14,281 2025 ​ 12,882 2026 ​ 11,162 2027 ​ 8,774 2028 ​ 6,080 Thereafter ​ 15,620 Total ​ $ 68,799 ​ The Partnership reviews each reporting unit and definite-lived intangible asset for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amount to future undiscounted cash flows the assets are expected to generate. If the goodwill or the definite-lived assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds their fair market value. No impairment loss was recorded for the three months ended March 31, 2023 and 2022, respectively.

Borrowings

Borrowings	3 Months Ended
	Mar. 31, 2023
Borrowings
Borrowings	9. Borrowings Debt Debt, other than amounts due to related-parties and lease obligations, as of March 31, 2023 and December 31, 2022, consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, (Dollars in thousands) ​ 2023 ​ 2022 Promissory notes ​ $ 5,208 ​ $ — Installment Note ​ ​ 100 ​ ​ 125 Lines of credit ​ 1,590 ​ 1,624 Total long-term debt ​ 6,898 ​ 1,749 Less: current maturities ​ (4,340) ​ (1,724) Long term debt, less current maturities ​ $ 2,558 ​ $ 25 ​ The aggregate contractual maturities of debt as of March 31, 2023 were as follows: ​ ​ ​ ​ ​ ​ Contractual (Dollars in thousands) ​ Amount 2024 ​ $ 4,340 2025 ​ 2,558 Total ​ $ 6,898 ​ Promissory Notes The Partnership held the following Promissory notes: ● As part of HPI’s acquisition of ALN, the Partnership assumed promissory notes of $5.2 million to be repaid in eight quarterly installments of approximately $ 0.6 million beginning April 15, 2023, including interest of 8.0% . ● The Partnership has a credit agreement outstanding with BBVA Compass Bank. The credit agreement requires equal principal payments plus interest at the bank’s prime rate plus 4.0% . Repayments were $25 thousand in the three months ended March 31, 2023 and 2022. The note matures in March 2024. The outstanding amount due on the note as of March 31, 2023 and December 31, 2022 was $0.1 million and $0.1 million, respectively. The note payable is secured by substantially all the assets of the Partnership. Lines of Credit The Partnership had the following credit lines as of March 31, 2023 and December 31, 2022: ● The Partnership has a line of credit with BBVA Compass Bank. The line requires monthly payments of interest only at the prime rate plus 0.25% per annum ( 6.5% as of March 31, 2023 and 7.75% as of December 31, 2022) through maturity in July 2026. The outstanding balance on the line of credit as of March 31, 2023 and December 31, 2022, was $1.6 million and $1.6 million, respectively. There were no additional borrowings under the line of credit in the three months ended March 31, 2023 and 2022, respectively. Repayments on the line of credit were $34 thousand in each of the three months ended March 31, 2023 and 2022, respectively.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies.
Commitments and Contingencies	10. Commitments and Contingencies We, our General Partner, and our portfolio companies are involved in a number of regulatory, litigation, arbitration and other proceedings or investigations, many of which expose us to potential financial loss. We are advancing funds, pursuant to indemnification clauses in the LPA, to officers and directors, as well as GPB, its principals, representatives, and affiliates, for any costs they may incur in connection with their legal defense of such disputes as required by various agreements or governing law. This advancing of funds does not cover any potential future outcomes or settlements that result from these disputes. We establish reserves or escrows for legal actions when potential losses associated with the actions become probable and the costs can be reasonably estimated. The actual costs of resolving legal actions may be substantially higher or lower than the amounts reserved or placed in escrow for those actions. Distributions may be delayed or withheld until such reserves are no longer needed or the escrow period expires. If liabilities exceed the amounts reserved or placed in escrow, Limited Partners may need to fund the difference by refunding some or all distributions previously received. For the three months ended March 31, 2023 and 2022, the Partnership paid $3.6 million and $0.3 million, respectively, of legal indemnification expenses recorded in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. With respect to all significant litigation and regulatory matters facing us and our General Partner, we have considered the likelihood of an adverse outcome. It is possible that we could incur losses pertaining to these matters that may have a material adverse effect on our operational results, financial condition or liquidity in any future reporting period. We understand that the General Partner is currently paying legal costs associated with these actions for itself and certain indemnified parties. The Partnership expects to provide partial or in many cases complete reimbursement to the General Partner as required by various agreements or governing law. Regulatory and Governmental Matters GPB and certain of its principals and affiliates face various regulatory and governmental matters. GPB seeks to comply with all laws, rules, regulations and investigations into any potential or alleged violation of law. In such situations where GPB disagrees with the Government’s allegations made against it, GPB intends to vigorously defend itself in court. These matters could have a material adverse effect on GPB and the Partnership’s business, acquisitions, or results of operations. Appointment of Monitor and Application for Receivership On February 11, 2021, the EDNY Court in the SEC Action appointed the Monitor over GPB until further order of the Court (the “Order”). The EDNY Court appointed the Monitor in response to a request from the SEC, which asserted that the Monitor was necessary to protect investors in light of the alleged misconduct of GPB Capital’s former CEO, David Gentile. In its February 4, 2021 Complaint in the SEC Action, the SEC alleged that Mr. Gentile, as the owner and then-CEO of GPB Capital, along with Jeffry Schneider, the owner of GPB’s placement agent, lied to investors about the source of money used to make 8% annualized distribution payments to investors. According to the SEC, Mr. Gentile and others allegedly told investors that the distribution payments were paid exclusively with monies generated by GPB portfolio companies, but as alleged, GPB actually used investor money to pay portions of the annualized 8% distributions. The Complaint further contains allegations that Mr. Gentile and others manipulated financial statements of certain limited partnership funds that GPB manages to perpetuate the deception by giving the false appearance that the funds’ income was closer to generating sufficient income to cover the distribution payments than it actually was. Moreover, the Complaint alleges that Mr. Gentile engaged in undisclosed self-dealing, including by omitting from investor communications certain conflicts of interest and fees and other compensation that he received, totaling approximately $8.0 million. In support of the Order, the SEC contended that the Monitor would provide assurances to investors, GPB’s counterparties, and the public that an unbiased and qualified person, who was not beholden to Mr. Gentile, was vetting any significant transactions and decisions, and looking out for the interests of investors. Accordingly, pursuant to the Order, GPB shall (i) grant the Monitor access to all non-privileged books, records and account statements for the GPB-managed funds, including the Partnership, as well as their portfolio companies; and (ii) cooperate fully with requests by the Monitor reasonably calculated to fulfill the Monitor’s duties. As noted below, the Order was amended on April 14, 2021 (the “Amended Order”). The Monitor is required to assess the Partnership’s operations and business, and make recommendations to the EDNY Court, which may include continuation of GPB’s operations subject to the Monitorship, a liquidation of assets, or filing for reorganization in bankruptcy. The Order provides that the Monitor will remain in place until terminated by order of the EDNY Court, and grants the Monitor the authority to approve or disapprove proposed material corporate transactions by GPB, the Partnership and its subsidiaries, extensions of credit by them outside the ordinary course of business, decisions to make distributions to the Limited Partners of the Partnership, or any decision to file any bankruptcy or receiver petition for any of them, among other actions. The Monitor is not required to approve the issuance of the Condensed Consolidated Financial Statements included with this Form 10-Q, nor has management sought or obtained approval from the Monitor. On April 14, 2021, the EDNY Court entered an Amended Order, providing that, in addition to the SEC and GPB, certain State regulators will receive access to the periodic reports filed by the Monitor pursuant to the Order. On May 31, 2022, Mr. Gentile filed a motion in the SEC Action to modify the Amended Order pursuant to Rule 60(b) of the Federal Rules of Civil Procedure (the “Rule 60(b) Motion”). In his Rule 60(b) Motion, Mr. Gentile is seeking a court order to, among other things, (i) narrow the scope of the Monitor’s responsibilities; and (ii) direct the Monitor to ensure that GPB does not sell or otherwise dispose of assets or portfolio companies that the Partnership owns before the completion of a “strategic assessment” to be conducted by three managers Mr. Gentile purportedly appointed to GPB on May 27, 2022. On that same day, May 31, 2022, the Monitor notified Mr. Gentile and GPB that Mr. Gentile’s purported appointment of three new managers to GPB without Monitor approval was, amongst other things, in violation of the Amended Order. Mr. Gentile and GPB were, at that time, given ten (10) business days to cure the violation of the Amended Order. The cure period expired without any steps having been taken to comply with the Monitor’s notification of violation of the Amended Order. On June 13, 2022, the SEC filed by order to show cause in the SEC Action an application and order to (i) convert the existing Monitorship over GPB and the GPB-managed funds to a Receivership, and appoint the previously-appointed Monitor, Joseph T. Gardemal III, as Receiver; and (ii) impose a litigation injunction on cases filed against GPB and the GPB-managed funds (the “Receivership Application” and “Proposed Order”). The Receivership Application and the Proposed Order were filed with the EDNY Court with consent of GPB’s management. The Receivership Application seeks appointment of Mr. Gardemal as Receiver in order to, in part, streamline the process by which GPB and the GPB-managed funds liquidate remaining portfolio company assets and distribute money to Limited Partners, subject to the EDNY Court’s supervision. The Proposed Order would grant to Mr. Gardemal, generally, all powers and authorities previously possessed by the entities subject to the Proposed Order, as well as the powers possessed by the officers, directors, managers and others previously in charge of those entities, and permits him to, among other things, take all such actions necessary to preserve receivership assets. Additionally, the Receivership Application includes a proposed stay of all Federal and State actions (as well as any arbitrations) presently pending against GPB and the GPB-managed funds, and provides for a centralized claims process for GPB Limited Partners, in the EDNY Court, to prevent potentially disparate actions in different courts that could negatively impact the assets proposed to be subject to the EDNY Court’s jurisdiction and control. The Rule 60(b) Motion and the validity of the appointment of the new managers are presently under consideration by the EDNY Court, along with the Receivership Application. Currently, there can be no assurance as to the outcome of the Rule 60(b) Motion or the Receivership Application. Federal Matters On February 4, 2021, the SEC Action was filed against GPB, Ascendant Capital, LLC (“Ascendant”), Ascendant Alternative Strategies, LLC (“AAS”), David Gentile, Jeffry Schneider and Jeffrey Lash in the EDNY Court. No GPB-managed partnership is a named defendant in the SEC Action. The SEC Action alleges several violations of the federal securities laws, including securities fraud. The SEC is seeking disgorgement and civil monetary penalties, among other remedies. Also, on February 4, 2021, the United States Attorney’s Office (the “USAO”) brought the Criminal Case against Mr. Gentile, Mr. Schneider, and Mr. Lash. The indictment in the Criminal Case alleges conspiracy to commit securities fraud, conspiracy to commit wire fraud, and securities fraud against all three individuals. Mr. Gentile and Mr. Lash were also charged with two counts of wire fraud. We understand that the USAO intends to seek criminal forfeiture. Mr. Gentile resigned from all management and board positions with GPB and Highline, and the GPB-managed funds, including the Partnership, and subsidiaries of the Partnership, promptly following his indictment. In a status conference held on April 17, 2023, the judge in the Criminal Case scheduled the trial start to on June 3, 2024. State Matters On May 27, 2020, the State of Massachusetts (“Massachusetts”) filed an Administrative Complaint against GPB for alleged violations of the Massachusetts Uniform Securities Act. No GPB-managed fund is a named defendant. The complaint alleges, among other things, that the offering documents for several GPB-managed funds, including the Partnership, included material misstatements or omissions. Massachusetts is seeking both monetary and administrative relief, including disgorgement and rescission to Massachusetts residents who purchased the GPB-managed funds. This matter is currently stayed, pending resolution of the Criminal Case. On February 4, 2021, seven state securities regulators (from Alabama, Georgia, Illinois, Missouri, New Jersey, New York, and South Carolina, collectively the “States”) each filed suit against GPB. No GPB-managed fund is a named defendant in any of the suits. Several of the suits also named Ascendant, AAS, Mr. Gentile, Mr. Schneider, and Mr. Lash as defendants. The States’ lawsuits allege, among other things, that the offering documents for several GPB-managed funds, including the Partnership, included material misstatements and omissions. The States are seeking both monetary and administrative relief, including disgorgement and rescission. The cases brought by the States have been stayed pending the conclusion of the related Criminal Case. The State of New Jersey has voluntarily dismissed its case, without prejudice to re-file it following the conclusion of the Criminal Case. Actions Asserted Against GPB and Others, Not Including the Partnership Ismo J. Ranssi, derivatively on behalf of Armada Waste Management, LP, v. GPB Capital Holdings, LLC, et al. (New York Supreme Court, New York County, Index No. 654059/2020) In August 2020, plaintiffs filed a derivative action against GPB, Ascendant, AAS, Axiom, David Gentile, Mark D. Martino, and Jeffry Schneider in New York Supreme Court. GPB Waste Management, LP is named as a nominal defendant. The Partnership is not a named defendant. The Complaint alleges, among other things, that the offering documents for certain GPB managed funds include material misstatements and omissions. Plaintiffs bring causes of action against GPB for breach of fiduciary duty, breach of contract, unjust enrichment, and an equitable accounting, and against all other defendants for breach of fiduciary duty and aiding and abetting breach of fiduciary duty, and unjust enrichment. The plaintiffs seek a declaration from the Court that defendants breached duties owed to them, and that defendants must indemnify GPB Waste Management, LP for costs in connection with the suit. Plaintiffs also seek unspecified damages and an equitable accounting, and an Order that defendants disgorge all fees obtained through the sale of GPB Waste Management, LP “securities”. Any potential losses associated with this matter cannot be estimated at this time. Galen G. Miller and E. Ruth Miller, derivatively on behalf of GPB Holdings II, LP, v. GPB Capital Holdings, LLC, et al. (New York Supreme Court, New York County, Index No. 656982/2019) In November 2019, plaintiffs filed a derivative action against GPB, Ascendant, AAS, Axiom, Michael Cohn, Steven Frangioni, David Gentile, William Jacoby, Minchung Kgil, Mark D. Martino, and Jeffry Schneider in New York Supreme Court, New York County. The Partnership was named only as a nominal defendant. An Amended Complaint was filed on or about March 2, 2020, alleging, among other things, that the offering documents for certain GPB-managed funds include material misstatements and omissions. The Amended Complaint alleges causes of action for breach of fiduciary duty against all defendants; aiding and abetting breach of fiduciary duty against Ascendant, AAS, Axiom and Mr. Martino; breach of contract against GPB; unjust enrichment against all defendants; and an equitable accounting against GPB. The plaintiffs are seeking disgorgement of alleged unjust enrichment, unspecified damages as a result of alleged wrongful acts, costs of the action, and an equitable accounting. Any potential losses associated with this matter cannot be estimated at this time. GPB Lender, LLC v. GPB Capital Holdings, LLC (New York Supreme Court, Nassau County, Index No. 604887/2022) On or about April 14, 2022, plaintiff GPB Lender, LLC, a related entity, filed a lawsuit against GPB Capital Holdings, LLC in New York Supreme Court, Nassau County, for breaches of a promissory note and breaches of contract related to a 2016 loan agreement and a 2019 loan agreement entered into between the parties. Plaintiff alleged that it is owed approximately $2.0 million in unpaid principal and interest under the promissory note. Plaintiff also alleged that it is owed approximately $0.4 million in unpaid principal and interest under the two loan agreements. On January 30, 2023, the Court granted GPB Lender, LLC’s motion for summary judgment in the principal amount of approximately $2.5 million, plus interest. No costs associated with the settlement were charged to the Partnership. Cient LLC v. GPB Capital Holdings, LLC (New York Supreme Court, Nassau County, Index No. 604886/2022) On or about April 14, 2022, plaintiff Cient LLC, a related entity, filed a lawsuit against GPB Capital Holdings, LLC in New York Supreme Court, Nassau County, for breach of a loan agreement and breach of contract relating to a 2019 loan agreement entered into by the parties. Plaintiff alleged that approximately $0.8 million in unpaid principal remains due, along with accrued and unpaid interest. On January 30, 2023, the Court granted Cient LLC’s motion for summary judgment in the principal amount of $0.9 million, plus interest. No costs associated with the settlement were charged to the Partnership. Plymouth Rock Holding LLC v. GPB Capital Holdings, LLC (New York Supreme Court, Nassau County, Index No. 604873/2022) On or about April 14, 2022, plaintiff Plymouth Rock Holding, LLC, a related entity, filed a lawsuit against GPB Capital Holdings, LLC in New York Supreme Court, Nassau County, for breach of a loan agreement and breach of contract relating to a 2019 loan agreement entered into by the parties. Plaintiff alleged that approximately $0.3 million in unpaid principal remains due, along with accrued and unpaid interest. On January 30, 2023, the Court granted Plymouth Rock Holding LLC’s motion for summary judgment in the principal amount of $0.4 million, plus interest. No costs associated with the settlement were charged to the Partnership. Actions Asserted Against GPB and Others, Including the Partnership For all matters below in which the Partnership is a defendant and where the partnership disagrees with the allegations against, we intend to vigorously defend against the allegations, however no assurances can be given that we will be successful. Tom Alberto, et al. v. GPB Capital Holdings, LLC, et al. (American Arbitration Association, Case Number: 01-22-0001-5433) On or about April 13, 2022, claimants, investors in funds managed by GPB Capital Holdings, LLC, commenced an arbitration with the American Arbitration Association against GPB Capital Holdings, LLC, GPB Automotive Portfolio, LP, GPB Holdings II, LP, GPB Cold Storage, LP, GPB Holdings, LP, GPB Holdings II, LP, GPB Holdings Qualified, LP, GPB Holdings III, LP, GPB NYC Development, LP, and GPB Waste Management, LP, along with other non-GPB parties. All claimants were customers of Concorde Investment Services, LLC (“Concorde”), and each purchased his or her limited partnership interest in a GPB-managed Fund through Concorde. Claimants asserted claims based on fraud, breach of fiduciary duty, breach of contract, among others, and claimed to have suffered millions of dollars in damages. GPB contended that the arbitration was improperly filed, and as such commenced a proceeding in New York State Supreme Court (GPB Capital Holdings, LLC et al. v. Tom Alberto et al., Index No. 656432/2022), solely for the purpose of seeking a stay of the arbitration. In July 2022, following the Court’s entry of an Order temporarily staying the arbitration, the parties stipulated and agreed to the entry of a court order entering judgment for GPB and the other petitioners. The arbitration will be permanently stayed upon the Court so-ordering the parties stipulation. In a letter dated December 20, 2022, the American Arbitration Association informed the parties to the arbitration that, as of December 20, 2022, the arbitration was closed. Michael Peirce, derivatively on behalf of GPB Automotive Portfolio, LP v. GPB Capital Holdings, LLC, Ascendant Capital, LLC, Ascendant Alternative Strategies, LLC, Axiom Capital Management, Inc., Steven Frangioni, David Gentile, William Jacoby, Minchung Kgil, Mark D. Martino and Jeffry Schneider, -and- GPB Automotive Portfolio, LP, Nominal Defendant (New York Supreme Court, New York County, Case No. 652858/2020) In July 2020, plaintiff filed a derivative action in New York Supreme Court against GPB, Ascendant, AAS, Axiom, Steve Frangioni, David Gentile, William Jacoby, Minchung Kgil, Mark Martino, and Jeffry Schneider. The Complaint alleges various breaches of fiduciary duty and/or aiding and abetting the breaches of fiduciary duty against all defendants, breach of contract against GPB, unjust enrichment, and an equitable accounting. Plaintiffs are seeking declaratory relief, disgorgement, restitution, an equitable accounting, and unspecified damages. Any potential losses associated with this matter cannot be estimated at this time. Alfredo J. Martinez, et al. v. GPB Capital Holdings, LLC (Delaware Chancery Court, Case No. 2019-1005) In December 2019, plaintiffs filed a civil action in Delaware Court of Chancery to compel inspection books and records from GPB, as General Partner, and from the Partnership, GPB Holdings I, GPB Automotive Portfolio, LP, and GPB Waste Management. In June 2020, the court dismissed plaintiffs’ books and records request, but allowed a contract claim for specific performance to proceed as a plenary action. The plaintiffs are seeking unspecified damages and penalties. Any potential losses associated with this matter cannot be estimated at this time. Alfredo J. Martinez and HighTower Advisors v. GPB Capital Holdings, LLC, et al. (Delaware Chancery Court, Case No. 2020-0545) In July 2020, plaintiff filed a complaint against GPB, Armada Waste Management GP, LLC, Armada Waste Management, LP, the Partnership, GPB Automotive Portfolio, LP, and GPB Holdings, LP in the Delaware Court of Chancery to compel inspection of GPB’s books and records based upon specious and unsubstantiated allegations regarding alleged fraudulent activity, mismanagement, and breaches of fiduciary duty. The plaintiffs are seeking an order compelling GPB to permit inspection of documents related to Armada Waste, as well as for costs and fees. Any potential losses associated with this matter cannot be estimated at this time. Lance Cotten, Alex Vavas and Eric Molbegat v. GPB Capital Holdings, LLC, Automile Holdings LLC D/B/A Prime Automotive Group, David Gentile, David Rosenberg, Philip Delzotta, Joseph Delzotta, and any other related entities (New York Supreme Court, Nassau County, Case No. 604943/2020) In May 2020, plaintiffs filed a civil action in New York Supreme Court, Nassau County against GPB, Automile Holdings LLC d/b/a Prime Automotive Group, David Gentile, David Rosenberg, Philip Delzotta, Joseph Delzotta, and other related entities. The complaint alleged that defendants engaged in fraudulent and discriminatory schemes against customers and engaged in retaliatory actions against plaintiffs, who were employed by Garden City Nissan from August until October 2019. The plaintiffs sought damages pursuant to New York Labor Law Section 740 and Executive Law Section 296. In May 2023, the parties agreed to settle the action. No costs associated with the settlement were charged to the Partnership. Monica Ortiz, on behalf of herself and other individuals similarly situated v. GPB Capital Holdings LLC; Automile Holdings, LLC d/b/a Prime Automotive Group; David Gentile; David Rosenberg; Philip Delzotta; Joseph Delzotta; and other affiliated entities and individuals (New York Supreme Court, Nassau County, Case No. 604918/2020) In May 2020, plaintiff filed a class action in New York Supreme Court, Nassau County against GPB, Automile Holdings LLC d/b/a Prime Automotive Group, David Gentile, David Rosenberg, Philip Delzotta, Joseph Delzotta, and other affiliated entities and individuals. The complaint alleged deceptive and misleading business practices of the named defendants with respect to the marketing, sale, and/or leasing of automobiles and the financial and credit products related to the same. Plaintiff alleged defendants’ collection of fraudulent rebates exceeded $1.0 million, and sought class-wide injunctive relief, along with monetary and punitive damages and costs and fees. In May 2023, the parties agreed to settle the action. No costs associated with the settlement were charged to the Partnership. In re: GPB Capital Holdings, LLC Litigation (formerly, Adam Younker, Dennis and Cheryl Schneider, Elizabeth Plaza, and Plaza Professional Center Inc. PFT Sharing v. GPB Capital Holdings, LLC, et al. and Peter G. Golder, individually and on behalf of all others similarly situated, v. GPB Capital Holdings, LLC, et al. (New York Supreme Court, New York County, Case No. 157679/2019) In May 2020, plaintiffs filed a consolidated class action complaint in New York Supreme Court, New York County, against GPB, GPB Holdings, GPB Holdings II, GPB Holdings III, the Partnership, GPB Cold Storage, GPB Waste Management, David Gentile, Jeffrey Lash, Macrina Kgil, a/k/a Minchung Kgil, William Edward Jacoby, Scott Naugle, Jeffry Schneider, AAS, Ascendant, and Axiom Capital Management. The Complaint alleges, among other things, that the offering documents for certain GPB-managed funds, include material misstatements and omissions. The plaintiffs are seeking disgorgement, unspecified damages, and other equitable relief. Any potential losses associated with this matter cannot be estimated at this time. Phillip J. Cadez, et al. v. GPB Capital Holdings, LLC, et al. (Delaware Chancery Court, Case No. 2020-0402) In May 2020, plaintiffs filed a derivative action in Delaware Court of Chancery against GPB, David Gentile, Jeffrey Lash, and Jeffry Schneider. The complaint also names GPB Holdings, LP, and the Partnership as nominal defendants. Previously, plaintiffs had filed a complaint to compel inspection of books and records, which had been dismissed without prejudice. In the current action, plaintiffs are alleging breaches of fiduciary duties and/or the aiding and abetting of those breaches, unjust enrichment, and with regard to GPB, breach of the Partnerships’ Limited Partnership Agreements. Plaintiffs are seeking unspecified damages based on the causes of action pled, equitable relief in the form of a directive to remove GPB as the General Partner of GPB Holdings, LP and the Partnership, a constructive trust, costs of the action (including attorneys’ fees), and other declaratory and equitable relief. Any potential losses associated with this matter cannot be estimated at this time. Jeff Lipman and Carol Lipman, derivatively on behalf of GPB Holdings II, LP and GPB Automotive Portfolio, LP v. GPB Capital Holdings, LLC, et al. (Delaware Chancery Court, Case No. 2020-0054) In January 2020, plaintiffs filed a derivative action in Delaware Court of Chancery against GPB, David Gentile, Jeffrey Lash, and Jeffry Schneider. The complaint alleges breaches of fiduciary duty and/or aiding and abetting breaches of fiduciary duty against each of the defendants, and declaratory relief from the Court related to allegations of fraud, gross negligence, and willful misconduct. The plaintiffs seek unspecified damages and declaratory forms of relief. Any potential losses associated with this matter cannot be estimated at this time. Mary Purcell, et al. v. GPB Holdings II, LP, et al. (Cal. Supreme Court, Orange County, Case No. 30-2019-01115653-CU-FR-CJC) In December 2019, plaintiffs filed a civil action in Superior Court in Orange County, California against Rodney Potratz, FSC Securities Corporation, GPB Automotive Portfolio, LP, the Partnership, GPB, David Gentile, Roger Anscher, William Jacoby, Jeffrey Lash, Ascendant, Trevor Carney, Jeffry Schneider, and DOES 1 - 15, inclusive. An Amended Complaint was filed on or about June 10, 2020. In the Amended Complaint, Plaintiffs allege breach of contract against GPB Capital and DOES 1-15, inclusive; statutory and common law fraud against all defendants; breach of fiduciary duty against all defendants; and negligence against all defendants. Plaintiffs allege losses in excess of $4.8 million and are seeking rescission, compensatory damages, unspecified equitable relief and punitive damages, and interest and attorneys’ fees in unspecified amounts. Any potential losses associated with this matter cannot be estimated at this time. Barbara Deluca and Drew R. Naylor, on behalf of themselves and other similarly situated Limited Partners, v. GPB Automotive Portfolio, LP et al. (S.D.N.Y., Case No. 19-CV-10498) In November 2019, plaintiffs filed a putative class action complaint in the United States District Court for the Southern District of New York against GPB, GPB Automotive Portfolio, LP, the Partnership, David Gentile, Jeffery Lash, AAS, Axiom, Jeffry Schneider, Mark Martino, and Ascendant. The Complaint alleges fraud and material omissions and misrepresentations to induce investment and losses in excess of $1.27 billion. The plaintiffs are seeking disgorgement, compensatory, consequential, and general damages; disgorgement; rescission; restitution; punitive damages; and the establishment of a constructive trust. Any potential losses associated with this matter cannot be estimated at this time. Kinnie Ma Individual Retirement Account, et al., individually and on behalf of all others similarly situated, v. Ascendant Capital, LLC, et al. (W.D. Texas, Case No. 19-CV-01050) In October 2019, plaintiffs filed a putative class action in the United States District Court for the Western District of Texas against GPB, certain GPB-managed limited partnerships, including the Partnership, for which GPB is the General Partner, AAS, and Ascendant, as well as certain principals of the GPB-managed limited partnerships, auditors, broker-dealers, a fund administrator, and other individuals. The Complaint alleges violations and/or aiding and abetting violations of the Texas Securities Act, fraud, substantial assistance in the commission of fraud, breach of fiduciary duty, substantial assistance in breach of fiduciary duty, and negligence. Plaintiffs allege losses in excess of $1.8 billion and are seeking compensatory damages in an unspecified amount, rescission, fees and costs, and class certification. Any potential losses associated with this matter cannot be estimated at this time. On June 1, 2022, the Western District of Texas Court consolidated this matter with Barasch v. GPB Capital, et al. (19-cv-01079); only the Kinnie Ma case continues, including the claims at issue in the Stanley S. and Millicent R Barasch Trust and Loretta Dehay (as described below), which were consolidated under the Kinnie Ma docket number. On June 23, 2022, the Court denied Defendants David Gentile and Jeffry Schneider’s motion to stay the case pending the resolution of the criminal case, U.S. v. Gentile, et al., No. 1:21-CR-54-DG (E.D.N.Y. Jan. 29, 2021). Plaintiffs filed a consolidated complaint on July 1, 2022, and defendants filed answers thereafter. As of May 2023, the parties are engaged in discovery. Stanley S. and Millicent R. Barasch Trust and Loretta Dehay, individually and on behalf of others similar situated v. GPB Capital Holdings, LLC, et al. (W.D. Texas, Case No. 19 Civ. 01079) In November 2019, plaintiffs filed a putative class action in the United States District Court for the Western District of Texas against, the Partnership and other GPB-managed limited partnerships, AAS, and Ascendant, as well as certain principals of the GPB-managed funds, auditors, a fund administrator, and individuals. (The original Complaint named Millicent R. Barasch as the plaintiff, but since her death, her trust has successfully moved to substitute for all purposes in this litigation.) The Complaint alleges civil conspiracy, fraud, substantial assistance in the commission of fraud, breach of fiduciary duty, substantial assistance in the breach of fiduciary duty, negligence, violations of the Texas Securities Act, and aiding and abetting violations of the Texas Securities Act. Plaintiffs allege losses in excess of $1.8 billion and are seeking compensatory and other unspecified damages, declaratory relief, rescission, and costs and fees. Any potential losses associated with this matter cannot be estimated at this time. On June 1, 2022, the Western District of Texas Court consolidated this matter into Kinnie Ma v. Ascendant Capital, LLC et al. (19-cv-01050). The claims at issue in this case continue under the Kinnie Ma docket number. Concorde Investment Services, LLC v. GPB Capital Holdings, LLC, et al. (New York Supreme Court, New York County, Index No. 650928/2021) In February 2021, Concorde Investment Services, LLC filed suit in New York State Supreme Court, New York County against GPB, certain limited partnerships for which GPB is the General Partner, and others. The Complaint alleges breaches of contract, fraudulent inducement, negligence, interference with contract, interference with existing economic relations, interference with prospective economic advantage, indemnity, and declaratory relief, and includes a demand for arbitration. Plaintiff’s demands include compensatory damages of at least $5.0 million, punitive damages, and a declaration that Concorde is contractually indemnified by the Defendants. In October 2021, the New York State Supreme Court ordered the action be stayed so that the Plaintiffs could pursue claims in arbitration. By the same Order, the New York State Supreme Court denied the Defendants’ motions to dismis

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2023
Related Party Transactions
Related Party Transactions	11. Related Party Transactions FEES AND EXPENSES The Partnership incurred the following related party fees and expenses: Managerial Assistance Fee Per the LPA and Private Placement Memorandum (the “PPM”), GPB, as General Partner, is entitled to receive an annualized managerial assistance fee (the Managerial Assistance Fee”) for providing managerial assistance services to the Partnership and its portfolio companies and equity method investees. Those services include conducting the day-to-day operations of the Partnership inclusive of the identification, management and disposition of underlying portfolio companies and other duties assumed and stated under the LPA. The Managerial Assistance Fee does not include expenses related to In-House Services and Operations Support Services (defined below under “Partnership Expenses”) provided to the Partnership or its portfolio companies and equity method investees. Such expenses are in addition to, and not in lieu of, the Managerial Assistance Fee. The Managerial Assistance Fee is payable by the Partnership quarterly, in advance, at 2.0% per annum for Class A and B B-1 Assistance Fee with respect to one or more Limited Partners for any period of time (and intends to waive the Managerial Assistance Fee with respect to GPB H2 SLP, LLC, as defined below, and its affiliates that invest in the Partnership). Managerial Assistance Fees charged to “Managerial assistance fee, related party” and included in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 were $3.0 million and $3.1 million, respectively. The Partnership has non-interest-bearing payables of $1.4 million and nil to GPB for these expenses for the years ended at March 31, 2023 and December 31, 2022, respectively, which are included in amounts due to related parties in the Condensed Consolidated Balance Sheets. Partnership Expenses The Partnership pays its own operating expenses. GPB is responsible for its or its affiliates’ general and administrative costs and expenses and its day to day overhead expenses of managing the Partnership and is not entitled to be reimbursed by the Partnership for such expenses other than for the portion of the total compensation of GBP’s or its affiliates (including holding companies), officers and employees relating to the time such officers or employees provide In-House Services or Operations Support Services to the Partnership or its investee entities. Such expenses are in addition to, and not in lieu of, the Managerial Assistance Fee. “In-House Services” include but are not limited to accounting, legal, compliance, information technology, human resources, and operational and management services to the Partnership or the investee entities. “Operations Support Services” include, but are not limited to, operational support and consulting services and similar services to, or in connection with, the identification, acquisition, holding and improvement of the investee entities. In addition GPB, on occasion, pays Partnership expenses on the Partnerships’ behalf when operationally feasible and obtains reimbursement. Upon request from GPB, the Partnership reimburses GPB in full for all of the expenses paid on its behalf. Partnership expenses included as a component of selling, general and administrative expenses in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022, were $4.0 million and $1.2 million, respectively. As of March 31, 2023 and December 31, 2022, respectively, the Partnership has non-interest-bearing payables of $0.3 and $0.2 million, to GPB for these expenses, which are included in amounts due to related parties in the Condensed Consolidated Balance Sheets. NOTES RECEIVABLE FROM RELATED PARTIES In February 2016, the Partnership entered into a loan agreement with Quantum, an equity method investee. This “interest only” loan bore interest at 4% per annum through 2017 and 8% per annum through March 2022. Subsequent repayments and additional lending resulted in a loan balance of $0.1 million at December 31, 2021, which was included in note receivable – related party in the Condensed Consolidated Balance Sheets. The note was repaid in full at December 31, 2022. During 2019, the Partnership loaned Quantum $0.8 million under an additional loan agreement to be used for purposes of closing their Florida office. The loan had a 36-month term which expired in October 2022 and accrued interest at 8% annually. The principal and interest payments commenced in April 2020. Subsequent repayments resulted in a loan balance of $0.3 million at December 31, 2021. During the three months ended March 31, 2022, payments of $0.1 million were received, the note was repaid full at December 31, 2022. NOTES PAYABLE TO RELATED PARTIES In 2017, a term loan agreement was entered into by Halo of which Meta HealthCare IT Solutions, LLC and Cantata were co-borrowers, with Rural India Supporting Trust (“RIST”), a company that controls a board seat of Halo. As of December 31, 2019, the principal outstanding was $13.0 million. Interest-only payments accrued at an annual rate of 10.0% for 36 months On February 24, 2022, the Partnership paid off the RIST loan principal in full and outstanding interest on behalf of the borrowers. For the three months ended March 31, 2023 and 2022, interest expense related to these notes were nil and $0.1 million, respectively, included in interest expense to related parties in the Condensed Consolidated Statements of Operations. CONSULTING AGREEMENTS For the three months ended March 31, 2023 and 2022, Erus paid $0.1 million and $0.1 million, respectively, for consulting fees to a non-controlling interest member of Erus, who was also previously a member of Erus’ management. The consulting fees are recorded in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. Quantum, an equity method investee of the Partnership, incurred expenses of $0.2 million and $0.2 million for the three months ended March 31, 2023 and 2022, respectively. The expenses were related to the provision of consulting services from several companies owned by officers of the subsidiary. Accounts payable related to these services were nil and $0.2 million, as of March 31, 2023 and December 31, 2022, respectively. OTHER RELATED PARTY TRANSACTIONS For the three months ended March 31, 2023 and 2022, respectively, Erus paid $0.1 million and $0.1 million to Reimagine Roofing, Barrier Insulation and Brooks Enterprises, companies affiliated with one of the Erus’ senior executives. These fees are included in cost of services in the Condensed Consolidated Statements of Operations. Erus occasionally sells customer accounts to an entity controlled by a non-controlling interest member of Erus, who is a member of the subsidiary’s management. For the three months ended March 31, 2023 and 2022, the amounts sold were $0.3 million and $0.1 million, respectively, which are included in product revenue in the Condensed Consolidated Statements of Operations. HPI, a subsidiary of the Partnership, entered into sales transactions with a company controlled by a director of the subsidiary. Revenues related to this relationship were $1.5 million and $1.6 million for the three months ended March 31, 2023 and 2022, respectively. These revenues were included in service revenue in Condensed Consolidated Statements of Operations. Accounts receivable were $0.6 million and $0.5 million, as of March 31, 2023 and December 31, 2022, respectively, and are included in accounts receivable, net on the Condensed Consolidated Balance Sheets. As compensation for the services to be rendered by Highline, the Partnership pays GPB’s OSP fees to Highline for an annual amount agreed to by GPB and Highline, subject to the Highline Board’s approval, following Highline’s delivery of the annual written budget to GPB detailing the fees, costs and expenses that will be incurred by Highline in providing its Services. The Partnership recorded OSP fees as a component of selling, general and administrative expenses in the Condensed Consolidated Statements of Operations of $0.4 million and $0.5 million for the three months ended March 31, 2023 and 2022, respectively. On July 18, 2022, HPI Holdings entered into an agreement to acquire 100% of the outstanding shares of MDS for cash consideration of $13.5 million net of $0.5 million to be paid to a non-controlling shareholder. Transaction costs were $0.3 million. At the consummation of the transaction, the assets and liabilities of MDS were recorded on HPI’s books at their respective carrying values. No gain or loss was recorded in connection with the transaction as MDS and HPI Holdings were both under common control of the Partnership prior to and after the consummation of the transaction. MDS is included in the HPI Holdings reporting unit. The Partnership and non-controlling shareholder executed a contribution agreement in connection with the acquisition, which states that the non-controlling shareholder will receive eight quarterly installments of $63 thousand starting in July 2022. During the three months ended March 31, 2023 one payment was made. As of March 31, 2023 and December 31, 2022, respectively, the outstanding payable balance was $0.3 million and $0.4 million, which is included in amounts due to related parties in the Condensed Consolidated Balance Sheets. Quantum leases space from an officer of the Company. Quantum paid rent for the three months ended March 31, 2023 and 2022 of $13 thousand and $38 thousand, respectively. The arrangement ended on January 31, 2023.

Business Segments

Business Segments	3 Months Ended
	Mar. 31, 2023
Business Segments
Business Segments	ASC 280, Segment Reporting, requires use of the management approach model for segment reporting, which considers how management organizes segments within the Partnership to allocate resources, make operating decisions and assess performance. The reportable segments are among the business activities of the Partnership for which discrete financial information is available and for which operating results are regularly reviewed by its CODM. The Partnership’s chief operating decision maker is its Chief Executive Officer. Management deems operating segments that exceed certain quantitative thresholds to be reportable segments. Our segments coincide with how our businesses are managed. As of March 31, 2023, the Partnership has the following reportable segments: ● Technology-Enabled Services; ● Energy; and ● Corporate and Other. The last segment, which we refer to as “Corporate and Other,” primarily consists of other operating segments that are not reportable under the quantitative thresholds, or are selling, general and administrative expenses of the Partnership. Segment results incorporate the revenues and expenses of consolidated subsidiaries from the date of acquisition. Reportable segments’ financial data were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Technology ​ ​ ​ ​ ​ ​ ​ ​ Enabled ​ ​ ​ ​ Corporate ​ ​ ​ (Dollars in thousands) ​ Services ​ Energy ​ and Other ​ Total March 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ 36,160 ​ $ 12,561 ​ $ 107 ​ $ 48,828 Income from equity method investments ​ (490) ​ (2,974) ​ — ​ (3,464) Depreciation and amortization ​ 4,702 ​ 127 ​ — ​ 4,829 Operating income (loss) ​ 2,081 ​ 3,628 ​ (8,636) ​ (2,927) Income from discontinued operations ​ ​ — ​ ​ — ​ ​ 160 ​ ​ 160 Expenditures for long-lived assets ​ (498) ​ (161) ​ — ​ (659) Expenditures for intangible assets ​ ​ (322) ​ ​ — ​ ​ — ​ ​ (322) Purchase of business ​ ​ (12,857) ​ ​ — ​ ​ — ​ ​ (12,857) Total assets ​ ​ 242,654 ​ ​ 47,852 ​ ​ 326,572 ​ ​ 617,078 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ 32,217 ​ $ 13,850 ​ $ 162 ​ $ 46,229 (Income) loss from equity method investments ​ (606) ​ 128 ​ — ​ (478) Loss on disposal of businesses ​ ​ — ​ ​ (4,424) ​ ​ (2,299) ​ ​ (6,723) Depreciation and amortization ​ 4,154 ​ ​ 89 ​ ​ — ​ ​ 4,243 Operating income (loss) ​ 1,696 ​ 4,592 ​ (4,150) ​ 2,138 Loss from discontinued operations ​ ​ — ​ — ​ (1,456) ​ (1,456) Expenditures for long-lived assets ​ (517) ​ — ​ — ​ (517) Expenditures for intangible assets ​ ​ (139) ​ ​ — ​ ​ — ​ ​ (139) Total assets ​ ​ 219,267 ​ ​ 72,200 ​ ​ 408,029 ​ ​ 699,496 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating segments do not sell products to each other; however, several of the portfolio companies in the Technology-Enabled Services segment paid management fees to the Corporate and Other operating segment for services performed by Corporate. These fees have been eliminated from the respective segment information above.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements as of March 31, 2023, and for the three months ended March 31, 2023 and 2022 have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. Additionally, operating results for interim periods are not necessarily indicative of the results that can be expected for a full year. The unaudited Condensed Consolidated Financial Statements herein should be read in conjunction with our audited Consolidated Financial Statements and notes included in the Form 10-K filed with the SEC on March 31, 2023.
Principles of Consolidation and Equity Method	Principles of Consolidation and Equity Method The Condensed Consolidated Financial Statements include the accounts of the Partnership and its subsidiaries in which it has a controlling interest. Intercompany accounts and transactions have been eliminated in consolidation. Our strategy in the segments in which we choose to participate is to invest in and operate income producing, middle market private companies primarily in North America. We focus on owning and operating portfolio companies on a long-term basis with a goal of maximizing returns for our investors by improving operational performance, and in turn, increasing the value. We strive to create long-term value and generate cash flow from operations for our Limited Partners by building industry-leading companies. To accomplish our objectives, we acquire controlling interests in operating companies and provide managerial expertise and investment capital to develop the operations and enhance the overall value of the business. In other situations, we acquire equity that affords us the ability to exercise significant influence over the business without a controlling stake. For this reason, we classify the earnings from our investments in entities where we have the ability to exercise significant influence as a component of operating income in our Condensed Consolidated Statements of Operations.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents includes cash on hand, cash in bank accounts without restriction, and investments in Treasury Bills with original maturities of no longer than three months. The Partnership maintains cash balances with financial institutions that, at times, may exceed federally insured limits. Management periodically evaluates the creditworthiness of these institutions and has not experienced any losses on such deposits. As of March 31, 2023, the standard Federal Deposit Insurance Corporation (the “FDIC”) insurance coverage limit is $250,000 per depositor, per FDIC-insured bank, per ownership category. Any deposit in excess of this insured amount could be lost. As of March 31, 2023, substantially all of the Partnership’s $27.9 million of deposited cash held in banks was in excess of the FDIC coverage limit. As of March 31, 2023, $297.6 million was invested in Treasury Bills, with original maturities of no longer than three months.
Restricted Cash	Restricted Cash As of March 31, 2023, the Partnership held $18.2 million of total
Risks and Uncertainties	Risks and Uncertainties We are subject to a number of legal proceedings at both the Partnership and our portfolio companies, as described in “Note 10. Commitments and Contingencies.” While we are vigorously defending our position in these proceedings, there is uncertainty surrounding their related outcomes and timing. The cost to defend and outcomes of these proceedings could affect the liquidity of the Partnership and the use of available cash. The Technology-Enabled Services industry is subject to rapid innovation, which forces companies to move swiftly to react to changes in the industry. Maintenance of state-of-the-art technology and network equipment is costly and requires expertise. It can be difficult to accurately price our Technology-Enabled Services portfolio companies’ long-term service contracts, which could negatively affect our business. Renewal of customer service contracts and establishment of new customer relationships are essential for growth of our Technology-Enabled Services portfolio companies. Our revenue could decline if we are unable to renew contracts and establish new relationships. Our Technology-Enabled Services portfolio companies derive a significant portion of their revenues from a limited number of customers. Our Technology-Enabled Services portfolio companies rely on their top vendor partners. We outsource a significant portion of our Technology-Enabled Services to offshore service providers which can subject us to a number of risks that may affect our ability to meet our customers’ expectations, contractual obligations and regulatory requirements. If the emerging technologies and platforms upon which we build our products do not gain or continue to maintain broad market acceptance, or if we fail to develop and introduce in a timely manner new products and services compatible with such emerging technologies, we may not be able to compete effectively and our ability to generate revenue will suffer. We are dependent on our license rights and other services from third parties, which may cause us to discontinue, delay or reduce product shipments. We may experience interruption at our data centers or client support facilities. In our healthcare information technology business, we and our clients are subject to a number of existing laws, regulations and industry initiatives, including The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and other data privacy regulations, and we are susceptible to a continually changing and complex regulatory environment. We own and operate portfolio companies engaged in the energy business, which are subject to various market and regulatory risks that could have a negative impact on our financial results, including changes to government-sponsored incentives to adoption of solar energy, solar panel supply chain interruptions and changes in the relative price of energy sources supplying the electric grid. Many of our customers in this segment finance their purchases, and high levels of inflation or increased interest rates may discourage such purchases in the future. Our energy segment had one major vendor that accounted for substantially all material purchases in cost of sales for the three months ended March 31, 2023 and 2022, respectively. Accounts payable to this vendor were $1.7 million and $2.3 million at March 31, 2023 and December 31, 2022, respectively. On February 11, 2021, the United States District Court for the Eastern District of New York (the “EDNY Court”), in a contested civil proceeding filed by the SEC (the “SEC Action”), appointed Joseph T. Gardemal III as an independent monitor over GPB (the “Monitor”) until further order of the Court (the “Order”). The Monitor is required to assess the Partnership’s operations and business, and make recommendations to the EDNY Court, which may include continuation of GPB’s operations subject to the Monitorship, a liquidation of assets, or filing for reorganization in bankruptcy. The Order provides that the Monitor will remain in place until terminated by order of the EDNY Court, and grants the Monitor the authority to approve or disapprove proposed material corporate transactions by GPB, the Partnership or its subsidiaries, extensions of credit by them outside the ordinary course of business, decisions to resume distributions to the Limited Partners of the Partnership, or any decision to file any bankruptcy or receiver petition for any of them, among other actions. On June 13, 2022, the SEC filed by Order to Show Cause in the SEC Action an application to (i) convert the existing Monitorship over GPB and the GPB-managed funds to a Receivership, and appoint the previously-appointed Monitor, Joseph T. Gardemal III, as Receiver; and (ii) impose a litigation injunction on cases filed against GPB and the GPB-managed funds (the “Receivership Application”). The Receivership Application and the Proposed Order Appointing Receiver and Imposing Litigation Injunction (the “Proposed Order”) were filed with the EDNY Court with consent of GPB’s management. If appointed, the receiver could assume the right to operate and manage the business and we may be subject to, among other things, closer monitoring of our day-to-day activities and books and records than under the current Monitorship. We may also be prohibited from making certain investments or undertaking other activities that we would have otherwise pursued, may be required to settle disputes, including with creditors, in ways that we may not otherwise have agreed to outside of Receivership, or otherwise be subject to reorganization or liquidation. Future outbreaks of COVID-19 could have a material adverse impact on our businesses, financial condition and results of operations. Our impacted businesses have rebounded well to at or near pre-COVID-19 sales levels. However, future COVID-19 outbreaks in the markets in which we operate may in the future cause changes in customer behaviors, including a decrease for healthcare services, and for home and commercial solar systems. This may lead to increased valuation risks, such as impairment of long-lived assets. Uncertainties in the global economy may negatively impact our suppliers and other business partners, which may interrupt our supply chain and require other changes to our operations. These and other factors may adversely impact our financial condition, liquidity and cash flow. Our access to our cash and cash equivalents in amounts adequate to finance our operations could be significantly impaired by the financial institutions with which we have arrangements. Any material decline in our ability to access our cash and cash equivalents could adversely impact our ability to meet our operating expenses, provide distributions, result in breaches of our contractual obligations or result in violations of federal or state wage and hour laws, among other things, any of which could have material adverse impacts on our operations and liquidity.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2023
Significant Accounting Policies
Schedule of property plant and equipment	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, (Dollars in thousands) ​ 2023 ​ 2022 Property and equipment ​ ​ Buildings ​ $ 4,549 ​ $ 4,476 Leasehold improvements ​ 747 ​ 747 Computer and office equipment ​ 5,132 ​ 4,410 Furniture and fixtures ​ 786 ​ 528 Vehicles ​ 2,056 ​ 2,272 Computer software ​ 2,192 ​ 1,473 Total ​ 15,462 ​ 13,906 Accumulated depreciation and amortization ​ (6,107) ​ (5,661) Total property and equipment, net ​ $ 9,355 ​ $ 8,245 ​

Revenue Recognition (Tables)

Revenue Recognition (Tables)	3 Months Ended
	Mar. 31, 2023
Revenue Recognition
Schedule of disaggregation of revenue by major product or service lines, separated by reportable segments	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Technology - ​ ​ ​ ​ ​ ​ ​ ​ Enabled ​ ​ ​ ​ ​ ​ (Dollars in thousands) Services Energy Total Three Months Ended March 31, 2023 ​ ​ ​ ​ ​ ​ Product revenue ​ $ 520 ​ $ 12,561 ​ $ 13,081 Service revenue ​ 35,640 ​ — ​ 35,640 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue Stream ​ ​ ​ Software licenses ​ $ 520 ​ $ — ​ $ 520 Software maintenance and support ​ 4,187 ​ — ​ 4,187 Professional services ​ 5,710 ​ — ​ 5,710 Medical billing and services ​ 25,743 ​ — ​ 25,743 Solar panel sales ​ — ​ 12,561 ​ 12,561 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Timing of Revenue Recognition ​ ​ ​ Products and services transferred at a point in time ​ $ 520 ​ $ 12,561 ​ $ 13,081 Products and services transferred over time ​ 35,640 ​ — ​ 35,640 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Technology - ​ ​ ​ ​ ​ ​ ​ ​ Enabled ​ ​ ​ ​ ​ ​ (Dollars in thousands) Services Energy Total Three Months Ended March 31, 2022 ​ ​ ​ ​ ​ ​ Product revenue ​ $ 690 ​ $ 13,850 ​ $ 14,540 Service revenue ​ 31,527 ​ — ​ 31,527 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue Stream ​ ​ ​ ​ ​ ​ Software licenses ​ $ 690 ​ $ — ​ $ 690 Software maintenance and support ​ 5,440 ​ — ​ 5,440 Professional services ​ 6,389 ​ — ​ 6,389 Medical billing and services ​ 19,698 ​ — ​ 19,698 Solar panel sales ​ — ​ 13,850 ​ 13,850 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Timing of Revenue Recognition ​ ​ ​ ​ ​ ​ Products and services transferred at a point in time ​ $ 690 ​ $ 13,850 ​ $ 14,540 Products and services transferred over time ​ 31,527 ​ — ​ 31,527 ​

Acquisitions, Disposals and D_2

Acquisitions, Disposals and Discontinued Operations (Tables)	3 Months Ended
	Mar. 31, 2023
Acquisitions, Disposals and Discontinued Operations.
Schedule of components of the assets acquired and liabilities assumed	​ ​ ​ ​ ​ (Dollars in thousands) ​ Current assets ​ $ 5,343 Operating lease assets ​ ​ 1,104 Property and equipment ​ 1,255 Intangible assets ​ 6,800 Goodwill ​ 21,290 Debt ​ (5,208) Operating lease liabilities ​ ​ (1,104) Current liabilities ​ (1,546) Total net assets ​ $ 27,934 ​
Schedule of Partnership identified connection with the 2021	​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ Useful Lives Customer relationships ​ $ 5,200 10 years Trade name ​ 1,600 5 years ​ ​ $ 6,800 ​ ​ ​
Schedule of Partnership's unaudited pro forma consolidated results of operations	​ ​ ​ ​ ​ ​ Three months ended (Dollars in thousands) ​ March 31, 2022 Pro forma revenue ​ $ 52,916 Pro forma net income from continuing operations ​ $ 533 ​
Schedule of summarized operating results and cash flows	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, (Dollars in thousands) 2023 2022 Operating income (loss) ​ $ 160 ​ $ (1,456) Operating income (loss) ​ 160 ​ ​ (1,456) Income (loss) from discontinued operations ​ 160 ​ (1,456) Net income (loss) from discontinued operations ​ $ 160 ​ $ (1,456) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, (Dollars in thousands) 2023 2022 Cash provided by (used in) ​ ​ Investing activities ​ $ 8,040 ​ $ 28,475 Net increase (decrease) in cash and cash equivalents ​ $ 8,040 ​ $ 28,475 ​

Receivables, net (Tables)

Receivables, net (Tables)	3 Months Ended
	Mar. 31, 2023
Receivables, net
Schedule of receivables, net of allowance for doubtful accounts	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, (Dollars in thousands) ​ 2023 ​ 2022 Receivables ​ ​ Energy ​ $ 2,686 ​ $ 1,866 Technology-enabled services ​ 30,049 ​ 27,155 Total ​ 32,735 ​ 29,021 Allowance for doubtful accounts ​ ​ Energy ​ (224) ​ (223) Technology-enabled services ​ (1,840) ​ (1,889) Total ​ (2,064) ​ (2,112) Receivables, net ​ $ 30,671 ​ $ 26,909

Equity Method Investments (Tabl

Equity Method Investments (Tables)	3 Months Ended
	Mar. 31, 2023
Equity Method Investments.
Schedule of carrying amounts of equity method investments	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, 2022 ​ ​ ​ ​ Ownership ​ Carrying ​ Ownership ​ Carrying (Dollars in thousands) ​ Segment ​ Percentage Amount ​ Percentage Amount Investment ​ ​ ​ ​ ​ ​ ​ ​ Quantum Energy Holdings, LLC ​ Energy 50.0 % $ 12,371 50.0 % $ 9,397 Hotel Internet Services, LLC ​ Technology-Enabled Services 31.0 % ​ 6,560 31.0 % ​ 5,996 Other ​ ​ ​ ​ — ​ 74 ​ ​ ​ ​ ​ ​ $ 18,931 ​ ​ ​ $ 15,467 ​
Schedule of income (losses) from equity method investments	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, (Dollars in thousands) 2023 2022 Investment ​ ​ Quantum Energy Holdings, LLC ​ $ 2,974 ​ $ (128) Hotel Internet Services, LLC ​ 564 ​ 606 Other ​ ​ (74) ​ ​ — Total ​ $ 3,464 ​ $ 478 ​

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2023
Property and Equipment
Schedule of property and equipment	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, (Dollars in thousands) ​ 2023 ​ 2022 Property and equipment ​ ​ Buildings ​ $ 4,549 ​ $ 4,476 Leasehold improvements ​ 747 ​ 747 Computer and office equipment ​ 5,132 ​ 4,410 Furniture and fixtures ​ 786 ​ 528 Vehicles ​ 2,056 ​ 2,272 Computer software ​ 2,192 ​ 1,473 Total ​ 15,462 ​ 13,906 Accumulated depreciation and amortization ​ (6,107) ​ (5,661) Total property and equipment, net ​ $ 9,355 ​ $ 8,245 ​

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets
Schedule of goodwill	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Technology - ​ ​ ​ ​ ​ ​ Enabled ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Services ​ Energy ​ Total Balance, December 31, 2022 ​ $ 64,601 ​ $ 14,294 ​ $ 78,895 Goodwill acquired through business combinations ​ ​ 21,290 ​ ​ — ​ ​ 21,290 Balance, March 31, 2023 ​ $ 85,891 ​ $ 14,294 ​ $ 100,185
Schedule of intangible assets	​ As of March 31, 2023 and December 31, 2022, intangible assets consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ Carrying ​ ​ ​ ​ Accumulated ​ Net Carrying ​ Remaining (Dollars in thousands) ​ Amount ​ Impairment ​ Amortization ​ Amount ​ Lives (Years) March 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships ​ $ 95,858 ​ $ — ​ $ (41,310) ​ $ 54,548 ​ 5.8 Trademark and trade names (1) ​ 7,360 ​ — ​ (3,380) ​ 3,980 4.3 Software development and platform cost ​ 38,929 ​ — ​ (27,049) ​ 11,880 4.0 Covenant not to compete ​ 1,341 ​ — ​ (1,341) ​ — — Total ​ $ 143,488 ​ $ — ​ $ (73,080) ​ $ 70,408 December 31, 2022 ​ ​ ​ ​ Customer relationships ​ $ 90,658 ​ $ — ​ $ (37,993) ​ $ 52,665 5.6 Trademark and trade names (1) ​ 5,760 ​ — ​ (3,108) ​ ​ 2,652 1.7 Software development and platform cost ​ 38,610 ​ — ​ (25,954) ​ ​ 12,656 4.1 Covenant not to compete ​ 1,341 ​ — ​ (1,341) ​ ​ — — Total ​ $ 136,369 ​ $ — ​ $ (68,396) ​ $ 67,973 1. Includes indefinite lived intangible assets not subject to amortization totaling $1.6 million as of March 31, 2023 and December 31, 2022.
Schedule of estimated amortization expense	​ ​ ​ ​ ​ ​ Estimated (Dollars in thousands) ​ Amortization Expense 2024 ​ $ 14,281 2025 ​ 12,882 2026 ​ 11,162 2027 ​ 8,774 2028 ​ 6,080 Thereafter ​ 15,620 Total ​ $ 68,799 ​

Borrowings (Tables)

Borrowings (Tables)	3 Months Ended
	Mar. 31, 2023
Borrowings
Schedule of debt, other than amounts due to related-parties and lease obligations	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, (Dollars in thousands) ​ 2023 ​ 2022 Promissory notes ​ $ 5,208 ​ $ — Installment Note ​ ​ 100 ​ ​ 125 Lines of credit ​ 1,590 ​ 1,624 Total long-term debt ​ 6,898 ​ 1,749 Less: current maturities ​ (4,340) ​ (1,724) Long term debt, less current maturities ​ $ 2,558 ​ $ 25 ​
Schedule of aggregate contractual maturities of debt	​ ​ ​ ​ ​ ​ Contractual (Dollars in thousands) ​ Amount 2024 ​ $ 4,340 2025 ​ 2,558 Total ​ $ 6,898 ​

Business Segments (Tables)

Business Segments (Tables)	3 Months Ended
	Mar. 31, 2023
Business Segments
Schedule of reportable segments	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Technology ​ ​ ​ ​ ​ ​ ​ ​ Enabled ​ ​ ​ ​ Corporate ​ ​ ​ (Dollars in thousands) ​ Services ​ Energy ​ and Other ​ Total March 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ 36,160 ​ $ 12,561 ​ $ 107 ​ $ 48,828 Income from equity method investments ​ (490) ​ (2,974) ​ — ​ (3,464) Depreciation and amortization ​ 4,702 ​ 127 ​ — ​ 4,829 Operating income (loss) ​ 2,081 ​ 3,628 ​ (8,636) ​ (2,927) Income from discontinued operations ​ ​ — ​ ​ — ​ ​ 160 ​ ​ 160 Expenditures for long-lived assets ​ (498) ​ (161) ​ — ​ (659) Expenditures for intangible assets ​ ​ (322) ​ ​ — ​ ​ — ​ ​ (322) Purchase of business ​ ​ (12,857) ​ ​ — ​ ​ — ​ ​ (12,857) Total assets ​ ​ 242,654 ​ ​ 47,852 ​ ​ 326,572 ​ ​ 617,078 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ 32,217 ​ $ 13,850 ​ $ 162 ​ $ 46,229 (Income) loss from equity method investments ​ (606) ​ 128 ​ — ​ (478) Loss on disposal of businesses ​ ​ — ​ ​ (4,424) ​ ​ (2,299) ​ ​ (6,723) Depreciation and amortization ​ 4,154 ​ ​ 89 ​ ​ — ​ ​ 4,243 Operating income (loss) ​ 1,696 ​ 4,592 ​ (4,150) ​ 2,138 Loss from discontinued operations ​ ​ — ​ — ​ (1,456) ​ (1,456) Expenditures for long-lived assets ​ (517) ​ — ​ — ​ (517) Expenditures for intangible assets ​ ​ (139) ​ ​ — ​ ​ — ​ ​ (139) Total assets ​ ​ 219,267 ​ ​ 72,200 ​ ​ 408,029 ​ ​ 699,496 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Organization and Nature of th_2

Organization and Nature of the Business (Details) - segment	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
Organization and Nature of the Business
Number of segments	3
Hotel Internet Services, LLC
Organization and Nature of the Business
Non-controlling investments	31%
Project Halo Holdings, LLC
Organization and Nature of the Business
Ownership Percentage	96%
HealthPrime International
Organization and Nature of the Business
Ownership Percentage	90.10%
Micro Development Services Inc.
Organization and Nature of the Business
Ownership Percentage	100%
Erus Holdings, LLC
Organization and Nature of the Business
Ownership Percentage	60%
Quantum Energy Holdings, LLC
Organization and Nature of the Business
Ownership Percentage	50%	50%	50%
GPB Prime Holdings, LLC
Organization and Nature of the Business
Ownership Percentage				33.50%

Significant Accounting Policies

Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Significant Accounting Policies
Cash held in banks	$ 27,900
Restricted cash	$ 18,227	$ 18,227
Restricted Cash, Current, Statement of Financial Position [Extensible Enumeration]	Restricted cash
Indemnity funds held in escrow	$ 10,100
Restricted investment	8,100
Accounts payables	1,700	$ 2,300
Treasury Bills
Significant Accounting Policies
Invested in Treasury Bills	$ 297,600

Revenue Recognition (Details)

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue Recognition
Total revenues	$ 48,828	$ 46,229
Product revenue	13,081	14,540
Service revenue	35,640	31,527
Technology - Enabled Services
Revenue Recognition
Product revenue	520	690
Service revenue	35,640	31,527
Energy
Revenue Recognition
Product revenue	12,561	13,850
Products and services transferred at a point in time
Revenue Recognition
Total revenues	13,081	14,540
Products and services transferred at a point in time | Technology - Enabled Services
Revenue Recognition
Total revenues	520	690
Products and services transferred at a point in time | Energy
Revenue Recognition
Total revenues	12,561	13,850
Products and services transferred over time
Revenue Recognition
Total revenues	35,640	31,527
Products and services transferred over time | Technology - Enabled Services
Revenue Recognition
Total revenues	35,640	31,527
Software licenses
Revenue Recognition
Total revenues	520	690
Software licenses | Technology - Enabled Services
Revenue Recognition
Total revenues	520	690
Software maintenance and support
Revenue Recognition
Total revenues	4,187	5,440
Software maintenance and support | Technology - Enabled Services
Revenue Recognition
Total revenues	4,187	5,440
Professional services
Revenue Recognition
Total revenues	5,710	6,389
Professional services | Technology - Enabled Services
Revenue Recognition
Total revenues	5,710	6,389
Medical billing and services
Revenue Recognition
Total revenues	25,743	19,698
Medical billing and services | Technology - Enabled Services
Revenue Recognition
Total revenues	25,743	19,698
Solar panel sales
Revenue Recognition
Total revenues	12,561	13,850
Solar panel sales | Energy
Revenue Recognition
Total revenues	$ 12,561	$ 13,850

Acquisitions and Dispositions -

Acquisitions and Dispositions - 2023 Acquisition (Details) $ in Thousands		3 Months Ended
	Jan. 06, 2023 USD ($) shares	Mar. 31, 2023 USD ($)
Acquisitions, Disposals, Discontinued Operations and Assets Held for Sale
Net of cash acquired		$ 12,857
Risk Free
Acquisitions, Disposals, Discontinued Operations and Assets Held for Sale
Discounted cash flow		4.3
Credit spread
Acquisitions, Disposals, Discontinued Operations and Assets Held for Sale
Discounted cash flow		8.4
ALN Medical Management, LLC Member | HPI
Acquisitions, Disposals, Discontinued Operations and Assets Held for Sale
Total purchase consideration	$ 27,900
Cash consideration	13,000
Net of cash acquired	100
Fair value of the earnout	11,100
Business combination, financial asset	$ 3,800
Exchange for rollover units recorded in non-controlling interest | shares	1,339
Total consideration of promissory notes	$ 5,200

Acquisitions and Dispositions_2

Acquisitions and Dispositions - 2022 Disposals (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended
	Mar. 31, 2022	Jan. 31, 2022	Mar. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on disposal of business			$ 6,723
Greenwave Energy Holdings, LLC | Disposed by sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net cash proceeds		$ 4,400
Loss on disposal of business		$ 4,400
Middleneck | Disposed by sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net cash proceeds	$ 9,900
Loss on disposal of business	$ 2,300

Acquisitions, Disposals and D_3

Acquisitions, Disposals and Discontinued Operations - Components of the assets acquired and liabilities assumed (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Acquisitions, Disposals, Discontinued Operations and Assets Held for Sale
Current assets	$ 5,343
Operating lease assets	1,104
Property and equipment	1,255
Intangible assets	6,800
Goodwill	21,290
Debt	(5,208)
Operating lease liabilities	(1,104)
Current liabilities	(1,546)
Total net assets	$ 27,934

Acquisitions, Disposals and D_4

Acquisitions, Disposals and Discontinued Operations - 2022 Disposition (Details) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) item
Acquisitions, Disposals, Discontinued Operations and Assets Held for Sale
Cash Provided by (Used in) Operating Activities, Discontinued Operations	$ (160)	$ 1,456
Net Cash Provided by (Used in) Discontinued Operations	160	(1,456)
Held for sale
Acquisitions, Disposals, Discontinued Operations and Assets Held for Sale
Net Cash Provided by (Used in) Discontinued Operations	8,040	28,475
GPB Prime | Held for sale
Acquisitions, Disposals, Discontinued Operations and Assets Held for Sale
Equity investment			33.50%
Number of dealerships sold | item			28
Carrying value of the Partnership	13,700		$ 21,600
Allow for distributions to the Partnership	8,000	$ 28,500
Carrying value of the remaining investment included in assets held for sale	$ 13,700		$ 21,600
Orangeburg | Held for sale
Acquisitions, Disposals, Discontinued Operations and Assets Held for Sale
Number of collision centers sold | item			3

Acquisitions, Disposals and D_5

Acquisitions, Disposals and Discontinued Operations- Intangible assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Acquisitions, Disposals, Discontinued Operations and Assets Held for Sale
Intangible assets	$ 6,800
Pro forma revenue		$ 52,916
Pro forma net loss from continuing operations		$ 533
Customer relationships
Acquisitions, Disposals, Discontinued Operations and Assets Held for Sale
Intangible assets	$ 5,200
Customer relationships | Maximum
Acquisitions, Disposals, Discontinued Operations and Assets Held for Sale
Useful life	10 years
Trade name
Acquisitions, Disposals, Discontinued Operations and Assets Held for Sale
Intangible assets	$ 1,600
Trade name | Maximum
Acquisitions, Disposals, Discontinued Operations and Assets Held for Sale
Useful life	5 years
AdvantEdge Healthcare Solutions, Inc
Acquisitions, Disposals, Discontinued Operations and Assets Held for Sale
Revenue	$ 5,400
Net loss	$ 600

Acquisitions, Disposals and D_6

Acquisitions, Disposals and Discontinued Operations - Operating results (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating results
Net income (loss) from discontinued operations	$ 160	$ (1,456)
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	160	(1,456)
Discontinued operations, held-for-sale
Operating results
Operating income (loss)	160	(1,456)
Net income (loss) from discontinued operations	160	(1,456)
Net income (loss) from discontinued operations	160	(1,456)
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	$ 160	$ (1,456)

Acquisitions, Disposals and D_7

Acquisitions, Disposals and Discontinued Operations - Cash flow (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash provided by (used in)
Operating activities	$ (160)	$ 1,456
Net (decrease) increase in cash and cash equivalents	160	(1,456)
Discontinued operations, held-for-sale
Cash provided by (used in)
Investing activities	8,040	28,475
Net (decrease) increase in cash and cash equivalents	$ 8,040	$ 28,475

Receivables, net (Details)

Receivables, net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Receivables, net
Receivables	$ 32,735	$ 29,021
Allowance for doubtful accounts	(2,064)	(2,112)
Receivables, net	30,671	26,909
Energy
Receivables, net
Receivables	2,686	1,866
Allowance for doubtful accounts	(224)	(223)
Technology - Enabled Services
Receivables, net
Receivables	30,049	27,155
Allowance for doubtful accounts	$ (1,840)	$ (1,889)

Equity Method Investments - Car

Equity Method Investments - Carrying amounts of equity method investments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Jan. 01, 2022
Equity Method Investments
Carrying amount of Partnership interest	$ 18,931	$ 15,467
Other
Equity Method Investments
Carrying amount of Partnership interest		$ 74
Quantum Energy Holdings, LLC
Equity Method Investments
Ownership Percentage	50%	50%	50%
Carrying amount of Partnership interest	$ 12,371	$ 9,397
Hotel Internet Services, LLC
Equity Method Investments
Ownership Percentage	31%	31%
Carrying amount of Partnership interest	$ 6,560	$ 5,996

Equity Method Investments - Inc

Equity Method Investments - Income (losses) from equity method investments (Details) $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 31, 2023 USD ($)	Mar. 31, 2023 USD ($) company	Mar. 31, 2022 USD ($)
Equity Method Investments
Income from equity method investments		$ 3,464	$ 478
Number of operating companies sold | company		1
(Income) loss from equity method investments		$ 3,464	478
Sale of equity	$ 3,000
Other
Equity Method Investments
(Income) loss from equity method investments		(74)
Quantum Energy Holdings, LLC
Equity Method Investments
(Income) loss from equity method investments		2,974	(128)
Hotel Internet Services, LLC
Equity Method Investments
(Income) loss from equity method investments		$ 564	$ 606

Property and Equipment (Details

Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Property and Equipment
Property and equipment	$ 15,462		$ 13,906
Accumulated depreciation and amortization	(6,107)		(5,661)
Total property and equipment, net	9,355		8,245
Depreciation and amortization expense related to property and equipment	700	$ 400
Buildings
Property and Equipment
Property and equipment	4,549		4,476
Leasehold Improvements
Property and Equipment
Property and equipment	747		747
Computer and office equipment
Property and Equipment
Property and equipment	5,132		4,410
Furniture and fixtures
Property and Equipment
Property and equipment	786		528
Vehicles
Property and Equipment
Property and equipment	2,056		2,272
Computer software
Property and Equipment
Property and equipment	$ 2,192		$ 1,473

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Goodwill and Intangible Assets
Balance at beginning	$ 78,895
Goodwill acquired through business combinations	21,290
Balance at ending	100,185
Technology Enabled Services
Goodwill and Intangible Assets
Balance at beginning	64,601
Goodwill acquired through business combinations	21,290
Balance at ending	85,891
Energy
Goodwill and Intangible Assets
Balance at beginning	14,294
Balance at ending	$ 14,294

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets
Gross Carrying Amount	$ 143,488	$ 136,369
Accumulated Amortization	(73,080)	(68,396)
Net Carrying Amount	70,408	67,973
Indefinite lived intangible assets not subject to amortization
Goodwill and Intangible Assets
Net Carrying Amount	1,600	1,600
Customer relationships
Goodwill and Intangible Assets
Gross Carrying Amount	95,858	90,658
Accumulated Amortization	(41,310)	(37,993)
Net Carrying Amount	$ 54,548	$ 52,665
Weighted Average Remaining Lives (Years)	5 years 9 months 18 days	5 years 7 months 6 days
Trademark and trade names
Goodwill and Intangible Assets
Gross Carrying Amount	$ 7,360	$ 5,760
Accumulated Amortization	(3,380)	(3,108)
Net Carrying Amount	$ 3,980	$ 2,652
Weighted Average Remaining Lives (Years)	4 years 3 months 18 days	1 year 8 months 12 days
Software development and platform cost
Goodwill and Intangible Assets
Gross Carrying Amount	$ 38,929	$ 38,610
Accumulated Amortization	(27,049)	(25,954)
Net Carrying Amount	$ 11,880	$ 12,656
Weighted Average Remaining Lives (Years)	4 years	4 years 1 month 6 days
Covenant not to compete
Goodwill and Intangible Assets
Gross Carrying Amount	$ 1,341	$ 1,341
Accumulated Amortization	$ (1,341)	$ (1,341)
Weighted Average Remaining Lives (Years)	0 years	0 years

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Estimated amortization expense (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Estimated Amortization Expense
2024	$ 14,281
2025	12,882
2026	11,162
2027	8,774
2028	6,080
Thereafter	15,620
Total	$ 68,799

Goodwill and Intangible Asset_5

Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Goodwill and Intangible Assets
Capitalized software development costs	$ 300	$ 100
Amortization expense related to intangible assets	4,700	3,900
Impairment loss	0	0
Software development and platform cost
Goodwill and Intangible Assets
Amortization expense related to intangible assets	$ 500	$ 300

Borrowings (Details)

Borrowings (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Borrowings
Total long-term debt	$ 6,898	$ 1,749
Less: current maturities	(4,340)	(1,724)
Long term debt, less current maturities	2,558	25
Promissory notes
Borrowings
Total long-term debt	5,208
Lines of credit
Borrowings
Total long-term debt	1,590	1,624
Installment notes
Borrowings
Total long-term debt	$ 100	$ 125

Borrowings - Aggregate contract

Borrowings - Aggregate contractual maturities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Aggregate contractual maturities
2024	$ 4,340
2025	2,558
Total long-term debt	$ 6,898	$ 1,749

Borrowings - Promissory notes (

Borrowings - Promissory notes (Details) $ in Thousands		3 Months Ended
	Jan. 06, 2023 USD ($) installment	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Borrowings
Total long-term debt		$ 6,898		$ 1,749
Amortization of deferred financing costs			$ 164
Promissory Notes
Borrowings
Aggregate principal amount	$ 5,200
Number of quarterly installments in which the promissory note will be repaid | installment	8
Total long-term debt		5,208
Installment Note
Borrowings
Total long-term debt		100		$ 125
Repayment of the loan		$ 25
LIBOR | Installment Note
Borrowings
Interest rate, basis spread		4%
Notes Payable, Other Payables | Crestline Agreement | Promissory Notes
Borrowings
Aggregate principal amount			600
Term loan | Promissory Notes
Borrowings
Aggregate principal amount			$ 8,000

Borrowings - Lines of credit (D

Borrowings - Lines of credit (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Borrowings
Repayments on lines of credit	$ 34	$ 34
Lines of credit
Borrowings
Effective interest rate (as a percent)	6.50%		7.75%
Lines of credit	$ 1,600		$ 1,600
Repayments on lines of credit	34	34
Additional borrowings made under line of credit	$ 0	$ 0
Prime rate | Lines of credit
Borrowings
Interest rate, basis spread	0.25%

Commitments and Contingencies (

Commitments and Contingencies (Details)

1 Months Ended

3 Months Ended

Jan. 30, 2023 USD ($)

Apr. 14, 2022 USD ($) agreement

Feb. 04, 2021 USD ($) item person state

Apr. 30, 2023 USD ($)

May 31, 2022 item

Feb. 28, 2021 USD ($)

May 31, 2020 USD ($)

Dec. 31, 2019 USD ($)

Nov. 30, 2019 USD ($)

Oct. 31, 2019 USD ($)

Mar. 31, 2023 USD ($)

Mar. 31, 2022 USD ($)

Commitments and Contingencies

Legal indemnification expenses

$ 3,600,000

$ 300,000

Number of business days given to cure the violation of the Amended Order

10 days

Number of individuals of which criminal cases brought on account of fraud | person

3

Number of counts of wire fraud charged | item

2

Number of state securities regulators filed suit against company | state

7

Amount in excess of defendants' collection of fraudulent rebates

$ 1

Loss contingency and investment

$ 1,270,000,000

Unpaid Principal and Interest Under the Promissory Note with GPB Lender, LLC

Commitments and Contingencies

Alleged amount by plaintiff

$ 2,000,000

Unpaid Principal and Interest Under the Two Loan Agreements with GPB Lender, LLC

Commitments and Contingencies

Alleged amount by plaintiff

$ 2,500,000

$ 400,000

Number of loan agreements under which principal amount and interest is unpaid | agreement

2

Unpaid Principal Due Along With Accrued And Unpaid Interest With Client Llc

Commitments and Contingencies

Alleged amount by plaintiff

$ 800,000

Aggregate principal amount

900,000

Unpaid Principal due, Along With Accrued and Unpaid Interest with Plymouth Rock Holding LLC

Commitments and Contingencies

Alleged amount by plaintiff

$ 300,000

Aggregate principal amount

$ 400,000

Breach of Contract with Mary Purcell

Commitments and Contingencies

Alleged losses in excess of amounts

$ 4,800,000

Case filed by Stanley S. and Millicent R. Barasch Trust and Loretta Dehay

Commitments and Contingencies

Alleged losses in excess of amounts

$ 1,800,000,000

Case filed by Kinnie Ma Individual Retirement Account

Commitments and Contingencies

Alleged losses in excess of amounts

$ 1,800,000,000

Case filed by Concorde Investment Services, LLC

Commitments and Contingencies

Alleged amount by plaintiff

$ 5,000,000

Doctor's Emergency Service, P.A. v. Professional Management, Inc | Subsequent events

Commitments and Contingencies

Alleged amount by plaintiff

$ 3,000,000

David Gentile

Commitments and Contingencies

Percentage of annualized distribution payments to investors

8%

Amount received from undisclosed self-dealing

$ 8,000,000

Number of managers appointed for strategic assessment | item

3

Related Party Transactions (Det

Related Party Transactions (Details) $ in Thousands

1 Months Ended

3 Months Ended

12 Months Ended

23 Months Ended

74 Months Ended

Jul. 18, 2022 USD ($)

Jul. 31, 2022 USD ($) installment

Sep. 30, 2020 USD ($)

Jun. 30, 2017

Mar. 31, 2023 USD ($) payment

Mar. 31, 2022 USD ($)

Dec. 31, 2021 USD ($)

Dec. 31, 2019 USD ($)

Dec. 31, 2017

Mar. 31, 2022

Dec. 31, 2022 USD ($)

Dec. 31, 2020 USD ($)

Related Party Transaction

Managerial assistance fee, related party

$ 3,000

$ 3,100

Due to related parties

1,755

$ 374

Managerial assistance fee, related party

3,028

3,095

Revenue

$ 48,828

46,229

Number of payments made | payment

1

Quarterly installment amount

$ 63

Rent paid

$ 13

38

MDS Medical LLC

Related Party Transaction

Number of quarterly installment | installment

8

Ownership interest acquired

100%

Cash consideration

$ 13,500

Transaction costs

300

Due from related parties

$ 300

MDS Medical LLC | Non-controlling shareholder

Related Party Transaction

Cash consideration

$ 500

Class A Limited Partners

Related Party Transaction

Percentage on Gross Capital Contributions as Managerial Assistance Fee

2%

Class A-1 Limited Partners

Related Party Transaction

Percentage on Gross Capital Contributions as Managerial Assistance Fee

1.75%

Class B Limited Partners

Related Party Transaction

Percentage on Gross Capital Contributions as Managerial Assistance Fee

2%

Class B-1 Limited Partners

Related Party Transaction

Percentage on Gross Capital Contributions as Managerial Assistance Fee

1.75%

MDS

Related Party Transaction

Due from related parties

400

Managerial Assistance Fee | GPB Holdings

Related Party Transaction

Due from related parties

$ 1,400

0

Partnership Expenses.

Related Party Transaction

Partnership expenses

4,000

1,200

Partnership Expenses. | GPB Holdings

Related Party Transaction

Due to related parties

300

200

Loan to Quantum, Equity Method Investee | Notes Receivable

Related Party Transaction

Aggregate principal amount

$ 100

Interest rate

4%

8%

Loan to Quantum For Purpose Of Closing Florida Office | Notes Receivable

Related Party Transaction

Aggregate principal amount

$ 800

Interest rate

8%

Proceeds from related party loan

100

$ 300

Maturity term

36 months

Loan Agreement was Entered into by Project Halo Holdings LLC | Notes Payable, Other Payables

Related Party Transaction

Interest rate

10%

10%

Maturity term

36 months

Outstanding balance of notes payable

$ 13,000

Amount of debt pay down for extended maturity

$ 6,500

Interest expense

0

100

Consulting Agreements

Related Party Transaction

General and administrative expenses

200

200

Accounts payable

0

200

Consulting Agreements | Erus

Related Party Transaction

General and administrative expenses

100

100

Other Related Party Transactions | Erus

Related Party Transaction

Managerial assistance fee, related party

100

100

Revenue

300

100

Other Related Party Transactions | HPI

Related Party Transaction

Revenue

1,500

1,600

Accounts receivable from related party

600

$ 500

OSP Fees for the Services Rendered by Highline

Related Party Transaction

General and administrative expenses

$ 400

$ 500

Business Segments (Details)

Business Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Business Segments
Revenue	$ 48,828	$ 46,229
Income from equity method investments	(3,464)	(478)
Gain on disposal of businesses		(6,723)
Depreciation and amortization	4,829	4,243
Operating income (loss)	(2,927)	2,138
Income (loss) from discontinued operations	160	(1,456)
Expenditures for long-lived assets	(659)	(517)
Expenditures for intangible assets	(322)	(139)
Purchase of business (net of cash acquired)	(12,857)
Total assets	617,078	699,496	$ 602,175
Technology - Enabled Services
Business Segments
Revenue	36,160	32,217
Income from equity method investments	(490)	(606)
Depreciation and amortization	4,702	4,154
Operating income (loss)	2,081	1,696
Expenditures for long-lived assets	(498)	(517)
Expenditures for intangible assets	(322)	(139)
Purchase of business (net of cash acquired)	(12,857)
Total assets	242,654	219,267
Energy
Business Segments
Revenue	12,561	13,850
Income from equity method investments	(2,974)	128
Gain on disposal of businesses		(4,424)
Depreciation and amortization	127	89
Operating income (loss)	3,628	4,592
Expenditures for long-lived assets	(161)
Total assets	47,852	72,200
Corporate and Other
Business Segments
Revenue	107	162
Gain on disposal of businesses		(2,299)
Operating income (loss)	(8,636)	(4,150)
Income (loss) from discontinued operations	160	(1,456)
Total assets	$ 326,572	$ 408,029