v3.25.2
Acquisitions
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
Exceptional Medical Transportation, LLC
On July 13, 2022, Holdings acquired 100% of the outstanding shares of common stock of Exceptional, a provider of medical transportation services, in exchange for $13,708,333, consisting of $7,708,333 in cash at closing and $6,000,000 payable over a 24-month period following the closing date of the acquisition. The Company also agreed to pay up to $2,000,000 in contingent consideration upon meeting certain performance conditions within two years of the closing date of such acquisition.
During the six months ended June 30, 2025, the Company recorded $20,765 additional pre-acquisition accounts receivable through due to seller, the liability established during acquisition. As of June 30, 2025 and December 31, 2024, there were remaining due to seller balances pertaining to pre-acquisition accounts receivable of $49,421 and $28,656, respectively.
The Company did not record a change in fair value of contingent consideration for the three and six ended June 30, 2025 but recorded a change in fair value of contingent consideration in the amount of $(11,100) and $(24,830) for the three and six months ended June 30, 2024, respectively. During the six months ended June 30, 2025, the Company made a payment for the second installment due on the contingent liability in the amount of $265,538. There was no contingent consideration amount payable for Exceptional as of June 30, 2025 and a contingent consideration amount payable of $265,538 as of December 31, 2024.     
Ryan Bros. Fort Atkinson, LLC
On August 9, 2022, Holdings acquired 100% of the outstanding shares of common stock of Ryan Brothers, a provider of medical transportation services, in exchange for an aggregate purchase price of $11,422,252, consisting of $7,422,252 in cash at closing and an estimated $4,000,000 in contingent consideration to be paid out over 24 months, commencing on August 1, 2022, based on performance of certain obligations.
During the six months ended June 30, 2024, the Company paid $3,863 of pre-acquisition accounts receivable through due to seller, the liability established during acquisition. There was no remaining due to seller balance as of June 30, 2025 and December 31, 2024.
The Company did not record a change in fair value of contingent consideration for the three and six months ended June 30, 2025 but recorded a change in fair value of contingent consideration in the amount of $45,319 and $52,603 for the three and six months ended June 30, 2024, respectively. There was no estimated contingent consideration amount payable for Ryan Brothers as of June 30, 2025 and December 31, 2024.
Location Medical Services, LLC
On December 9, 2022, Holdings, through its indirect wholly owned subsidiary Ambulnz U.K. Ltd. (“UK Ltd.”), acquired 100% of the outstanding shares of common stock of LMS. The aggregate purchase price consisted of $302,450 in cash consideration. The Company also agreed to pay LMS an additional $11,279,201 in deferred consideration and an estimated $2,475,540 in contingent consideration upon LMS meeting certain performance conditions in 2023.
The Company did not record a change in fair value of contingent consideration for the three and six months ended June 30, 2025 and 2024. The Company also did not record any foreign exchange movements for the three months ended June 30, 2025 and 2024, and no foreign exchange movements for the six months ended June 30, 2025, but recorded a foreign exchange movement in the amount of $(4,798) for the six months ended June 30, 2024. On April 2, 2024, the Company paid the remaining contingent consideration balance in the amount of $600,029. There was no remaining contingent liability balance as of June 30, 2025 and December 31, 2024.
Cardiac RMS, LLC

On March 31, 2023, Holdings acquired 51% of the outstanding shares of common stock of CRMS, a provider of cardiac implantable electronic device remote monitoring and virtual care management services. The closing consideration of $10,000,000 consisted of $9,000,000 in cash and $1,000,000 worth of shares of Common Stock issued in a private placement transaction. The Company also agreed to pay additional consideration following the initial closing, consisting of an estimated True-up Payment of $2,088,243 to be paid in 2024 based on the attainment of full-year 2023 EBITDA targets and estimated earn out payments amounting to $13,733,947. The earn out payments are to be paid out over 36 months, beginning in 2025, for the remaining 49% equity of CRMS, based on CRMS’ attainment of full-year EBITDA targets. $5,000,000 of such further probable consideration is to be paid in cash and the remaining $10,822,190 is to be paid in shares of Common Stock.

The Company did not record a change in fair value of contingent consideration for the three and six months ended June 30, 2025, but recorded a change in fair value of contingent consideration in the amount of $298,419 for the three and six months ended June 30, 2024. The estimated contingent consideration amount payable for CRMS was $4,707,614 as of June 30, 2025 and December 31, 2024.

Ambulnz CO, LLC

On July 1, 2024, the Company acquired the remaining noncontrolling interest in its Ambulnz CO, LLC (“Ambulnz CO”) joint venture from the University of Colorado Health in exchange for $1,848,000 in cash.

Professional Technicians, LLC
On February 10, 2025, the Company acquired 100% of the outstanding shares of common stock of PTI, a provider of mobile phlebotomy services. The aggregate purchase price consisted of $4,000,000 in cash consideration, $3,800,000 of which was paid at closing. The Company also agreed to pay up to an additional $1,500,000 in contingent consideration upon PTI meeting certain performance conditions during the period beginning on April 1, 2025 and ending on March 31, 2026.
During the six months ended June 30, 2025, the Company initially recorded estimated contingent consideration in the amount of $240,000. Additionally, the Company recorded pre-acquisition accounts receivable in the amount of $521,806 and other current assets in the amount of $388,641 through due to seller, the liability established during acquisition.
The Company did not record a change in the fair value of contingent consideration for the three and six months ended June 30, 2025. The estimated contingent liability for PTI as of June 30, 2025 remained at $240,000.
During the six months ended June 30, 2025, the Company paid the other current assets and pre-acquisition accounts receivable in the amount of $388,642 and $362,277, respectively. There was a due to seller balance of $159,528 for PTI as of June 30, 2025.

The following table presents the assets acquired and liabilities assumed at the date of the acquisitions:
PTIAmbulnz COCRMSTotal
Consideration:
Cash consideration$3,800,000 $1,848,000 $9,000,000 $14,648,000 
Stock consideration— — 1,000,000 1,000,000 
Deferred consideration179,081 — — 179,081 
Contingent liability240,000 — 15,822,190 16,062,190 
Total consideration$4,219,081 $1,848,000 $25,822,190 $31,889,271 
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash$153,682 $— $1,574,604 $1,728,286 
Accounts receivable521,806 — 2,033,533 2,555,339 
Prepaid expenses36,622 — — 36,622 
Other current assets388,641 — 293,478 682,119 
Intangible assets2,224,990 — 15,930,000 18,154,990 
Total identifiable assets acquired3,325,741 — 19,831,615 23,157,356 
Accounts payable— — 28,978 28,978 
Due to seller910,447 — 2,448,460 3,358,907 
Accrued liabilities111,223 — — 111,223 
Other current liabilities— — 174,177 174,177 
Total liabilities assumed1,021,670 — 2,651,615 3,673,285 
Noncontrolling interests— 2,188,450 — 2,188,450 
Goodwill1,915,010 — 8,642,190 10,557,200 
Additional paid-in-capital— (340,450)— (340,450)
Total purchase price$4,219,081 $1,848,000 $25,822,190 $31,889,271 
The results of operations for the acquisition have been included in the Company’s unaudited Condensed Consolidated Financial Statements from the date of acquisition. The acquisition of PTI did not have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements, and therefore historical and pro forma disclosures have not been presented.