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Item 7. Management’s Discussion and Analysis

2026-03-16 compared with 2025-02-27 · 251 added, 247 removed, 302 unchanged (62% of the section changed)

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The discussion and analysis below contain certain forward-looking statements about our business and operations that are subject to the risks, uncertainties and other factors described in the section entitled “Risk Factors,” included in Part I, Item 1A, and other factors included elsewhere in this Annual Report.

These risks, uncertainties and other factors could cause our actual results to differ materially from those expressed in, or implied by, the forward-looking statements.

These risks, uncertainties and other factors could cause our actual results or outcomes to differ materially from those expressed in, or implied by, the forward-looking statements.

Please refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

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conditions in the healthcare transportation and mobile health services markets;

changes in government spending on healthcare and other social services, including as a result of changes in the U.S.

administration and administrative priorities;

availability of healthcare professionals and other personnel;

changes in government spending on healthcare and other social services, including as a result of changes in U.S.

administrative priorities;

availability of healthcare professionals and other personnel and our ability to attract and retain such personnel;

changes in the cost of labor;

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healthcare coverage of the various Mobile Health Services;

and continued desire on the part of government and municipal entities to fund programs to assist currently underserved patient segments via “population health” programs.

These programs increased in number, scale and scope since the beginning of the COVID-19 pandemic.

While COVID-19 testing and vaccination programs have been dramatically scaled back from their levels at the pandemic’s peak, there have been expansions of these population health programs into other areas, such as the provision of healthcare and related services to recent migrants and asylum seekers.

and, to a lesser extent, continued desire on the part of government and municipal entities to fund programs to assist currently underserved patient segments via “population health” programs.

The Transportation Services market is highly dependent on patients requiring transportation after surgeries and other medical procedures and treatments.

The Company primarily focuses on the non-emergency medical transport market, which includes services that are provided to patients who need assistance getting to and from medical appointments.

Key drivers of this market are the increase in chronic conditions and the number of elective surgeries as well as the ongoing aging of the population, as older demographics tend to be much more frequent consumers of medical transportation services.

The market will also grow if hospitals and other healthcare facilities continue to outsource more of their transportation needs to independent providers, such as the Company, allowing these facilities to concentrate their efforts on their core competencies.

Key drivers of this market are the increase in chronic conditions and the number of elective surgeries as well as the ongoing aging of the population, as the older demographics tend to be much more frequent consumers of medical transportation services.

We believe the market will also grow if hospitals and other healthcare facilities continue to outsource more of their transportation needs to independent providers, such as the Company, allowing these facilities to concentrate their efforts on their core competencies.

Overall Economic Conditions in the Markets in Which We Operate

Economic changes, both nationally and locally, in our markets impact our financial performance.

Unfavorable changes in demographics, healthcare coverage of Mobile Health Services and Transportation Services, interest rates, inflation rates, the availability of trained and licensed healthcare professionals, ambulance manufacturing, a weakening of the national economy or of any regional or local economy in which we operate and other factors beyond our control could adversely affect our business.

of the national economy or of any regional or local economy in which we operate;

and other factors beyond our control could adversely affect our business.

Our Ability to Control Expenses

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Some of our most significant operating expenses are labor costs, medical supplies and vehicle-related costs, such as fuel, maintenance, repair and insurance.

Insurance costs include premiums paid for coverage as well as reserves for estimated losses within the Company’s insurance policy deductibles.

Insurance costs include premiums paid for coverage as well as reserves for estimated losses within the Company’s insurance policy deductibles and for the lines of insurance where the Company is self-insured, such as auto and workers’ compensation.

We employ our proprietary technology to help drive improvements in productivity per transport and per shift.

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This involves managing the mix of Company-employed labor and subcontracted labor as well as full-time and part-time employees.

The inflation rate in the United States, as measured by the Consumer Price Index, has generally trended up since early 2021.

The inflation rate in the United States, as measured by the Consumer Price Index, has generally trended down since the middle of 2023.

This data is reported monthly, showing year-over-year changes in prices across a basket of goods and services.

However, the inflation rate declined throughout most of 2024, and the annual inflation rate declined to 2.9% for the full year 2024 from 4.1% in 2023 and 8.0% in 2022.

The increased inflation rate witnessed between 2021 and 2024 has had an impact on the Company’s expenses in several areas, including wages, fuel and medical and other supplies.

This has had the effect of compressing gross profit margins, as the Company is generally unable to pass these higher costs on to its customers, particularly in the short term.

The inflation rate declined to 2.7% for the full year 2025, down from 2.9% in 2024, 3.4% in 2023 and 6.5% in 2022.

In February 2026, the annual inflation rate declined to 2.4%, the lowest since February 2021.

An increased inflation rate, such as that witnessed between 2021 and the first half of 2023, could have an impact on DocGo’s expenses in several areas, including wages, fuel and medical and other supplies.

This would have the effect of compressing gross profit margins, as DocGo is generally unable to pass these higher costs on to its customers, particularly in the short term.

In addition, opportunities to mitigate the impact of inflation are limited, aside from potentially buying more medical supplies than are currently needed in an effort to reduce the volume of future purchases, in instances where supply prices are anticipated to rise.

As inflation has moderated, and in an attempt to stimulate economic growth, the U.S.

Federal Reserve implemented three interest rate cuts in 2024, lowering its benchmark rate to the current level of 4.25-4.50% as of the date of this Annual Report.

Looking into 2025, we anticipate that the inflation rate will remain at or near the currently more moderate level, with an annual rate similar to those witnessed in 2024 and in the 2010-2020 period, when the annual inflation rate ranged from 0.1% to 3.2%.

If inflation is above the levels that the Company anticipates, gross margins could be below plan and our business, operating results and cash flows may be adversely affected.

Federal Reserve implemented three interest rate cuts in September, October and December of 2025, lowering its benchmark rate (the “federal funds rate”) to the current level of 3.5-3.8% as of the date of this Annual Report.

Looking into 2026, DocGo anticipates that the inflation rate will remain at or near the currently more moderate level, with an annual rate similar to those witnessed in 2024-2025 and the 2010-2020 period, when the annual inflation rate ranged from 0.1% to 3.2%.

However, if inflation is above the levels that DocGo anticipates, gross margins could be below plan and as a result, DocGo’s business, operating results and cash flows may be adversely affected.

Trip Volumes and Average Trip Price

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Revenues generated from programs under which the Company is paid a fixed hourly or daily rate for the use of a fully staffed and equipped ambulance do not factor in the trip counts or average trip prices mentioned above.

these fixed rate, “leased hour” programs to continue to account for an increasing proportion of the Transportation Services segment’s revenues in the future.

We expect these fixed rate, “leased hour” programs to continue to account for an increasing proportion of the Transportation Services segment’s revenues in the future.

Historically, we have pursued an acquisition strategy to obtain enhanced capabilities or licenses to offer Mobile Health Services or Transportation Services.

Future acquisitions may also include companies that may help drive revenue, profitability, cash flow and stockholder value.

During the year ended December 31, 2025, the Company completed three acquisitions, for an aggregate purchase price of $21.1 million.

During the year ended December 31, 2024, the Company did not complete any acquisitions.

During the year ended December 31, 2023, we completed three acquisitions for an aggregate purchase price of $34.2 million.

During the year ended December 31, 2022, we completed five acquisitions for an aggregate purchase price of $69.1 million.

the year ended December 31, 2023, the Company completed three acquisitions for an aggregate purchase price of $34.2 million.

DocGo is a mobile healthcare services company that uses proprietary dispatch and communication technology to help provide quality mobile, in-person medical treatment directly to patients in the comfort of their homes, workplaces and other non-traditional locations, as well as medical transportation in major metropolitan cities in the United States and the United Kingdom.

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The services offered by this segment include a wide variety of healthcare services performed at homes, offices and other locations and event services such as on-site healthcare support at sporting events and concerts.

This segment also provides total care management solutions to large, typically underserved population groups, primarily through arrangements with municipalities, which include healthcare services as well as ancillary services, such as shelter.

This segment also provides solutions to large, typically underserved population groups, typically through arrangements with municipalities, which include both physical and mental healthcare services.

• Transportation Services:

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See Item 1, “Business” in this Annual Report for additional information regarding DocGo’s business.

For the year ended December 31, 2024 the Company recorded net income of $13.4 million, compared to net income of $10.0 million and $30.7 million in the years ended December 31, 2023 and 2022, respectively.

Investing in R&D and Enhancing our Customer Experience

Our performance is dependent on the investments we make in research and development (“R&D”), including our ability to attract and retain highly skilled R&D personnel.

We intend to develop and introduce innovative new software services, integrations with third-party products and services, mobile applications and other new offerings.

If we fail to innovate and enhance our brand and our products, our market position and revenue may be adversely affected.

For the year ended December 31, 2025 the Company recorded a net loss of $196.4 million, compared to net income of $13.4 million and $10.0 million in the years ended December 31, 2024 and 2023, respectively.

See “Results of Operations” for the Company’s evaluation of these results.

Investing in R&D and AI

Our R&D efforts include, among other things, the development of innovative software and services as well as the adoption and responsible integration of AI and ML capabilities across our products and internal operations, including the development, training, validation, deployment, and ongoing monitoring of ML models and related systems.

We also intend to develop integrations with third-party products and services, mobile applications, automation tools to improve workforce productivity and operational efficiency, and other new offerings.

These initiatives may require significant capital and operating expenditures, specialized technical expertise, access to high-quality data, robust computing infrastructure, and effective governance and controls.

Our ability to realize anticipated benefits from AI adoption, ML training, and workforce automation depends on, among other things, our ability to execute effectively, maintain model performance and reliability over time, manage the risks associated with bias, errors, data quality, and security, comply with evolving legal and regulatory requirements, and achieve adoption by employees, customers, and partners.

If we fail to innovate, deploy, and scale these capabilities, or if our investments do not produce the expected returns, our market position, operating results, and revenue may be adversely affected.

Regulatory Environment

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Government Contracts

In recent years, the Company’s government contract work has represented a substantial portion of its overall revenue, and maintaining and continuing to grow this revenues stream is an important part of the Company’s growth strategy.

In recent years, the Company’s government contract work has represented a substantial portion of its overall revenue.

While the Company expects government contract work to decline, both in absolute dollar terms and as a percentage of overall consolidated revenue, due primarily to the ending of large migrant-related projects in New York, the Company continues to bid on government contracts and expects some revenue from this sector in the future.

However, government contract work is subject to risks and uncertainties.

For example, in the second quarter of 2023, the Company began providing services to the recent migrant population in New York City and in upstate New York.

For example, starting in the second quarter of 2023, the

Company began providing services to the recent migrant population in New York City and in upstate New York.

Some of these services were provided pursuant to a contract with an ending date during the second quarter of 2024.

a portion of that contract wa s extended through December 31, 2024, other services began to wind down in May 2024.

While a portion of that contract was extended through December 31, 2024, other services began to wind down in May 2024.

The wind-down of all services under such contract was completed in the fourth quarter of 2024.

While the exact timing of the wind-down of the remaining services under other contracts is still unknown, the wind-down of services is underway and the Company expects that the revenues from these migrant-related projects will be significantly lower in 2025 than they were in 2024 and in the second half of 2023.

While the Company continued to provide services under other contracts during 2025, the wind-down of the remaining migrant-related services under other contracts was completed in December, and the Company expects that the revenues from any remaining migrant-related projects will be relatively insignificant in 2026.

As such, despite the Company’s expectation for revenue growth in other business lines within the Mobile Health Services segment, we expect that overall Mobile Health Services revenues will be lower in 2026 than they were in 2025, given the absence of migrant-related project revenues.

In addition, government contract work subjects the Company to government audits, investigations and proceedings, which could lead to the Company to being barred from government work or subjected to fines if it is determined that a statute, rule, regulation, policy or contractual provision has been violated.

Audits can also lead to adjustments to the amount of contract costs that the Company believes are reimbursable or to the ultimate amount the Company may be paid under the agreement.

Furthermore, a loss of government contract work, if not offset by revenues from new or other existing customers, could have a material adverse effect on the Company’s business, financial condition and results of operations.

Furthermore, a shift in government policies or priorities, at either the federal, state or local level, surrounding the allocation of public spending to health care-related projects, could have a large impact on the Company’s revenues in this area.

A loss of or a decline in government contract work, if not offset by revenues from new or other existing customers, could have a material adverse effect on the Company’s business, financial condition and results of operations.

Components of Results of Operations

Our business consists of three reportable segments — Mobile Health Services, Transportation Services and Corporate.

All revenue and cost of goods sold are contained within the Mobile Health Services and Transportation Services segments.

Accordingly, revenues and cost of goods sold are discussed below on a consolidated level and are also broken down between Mobile Health Services and Transportation Services.

All revenue and cost of revenues are contained within the Mobile Health Services and Transportation Services segments.

Accordingly, revenues and cost of revenues are discussed below on a consolidated level and are also broken down between Mobile Health Services and Transportation Services.

Operating expenses are discussed on a consolidated level and broken down among all three segments.

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Accordingly, other income and expenses not included in results of operations are only included in the discussion of consolidated results of operations.

When evaluating results of operations, the Company will typically not take into account certain non-cash elements of results of operations, such as impairments of intangible assets and goodwill.

In the Company’s view, these items, while part of results of operations, are not a reflection of the underlying performance of the business during the period being evaluated.

The Company’s revenue consists of services provided by its Mobile Health Services segment and its Transportation Services segment.

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General and Administrative Expenses

General and administrative expenses consist primarily of salaries, bad debt expense, insurance expense, consultant fees and professional fees for accounting services.

We expect our general and administrative expenses to increase as we continue to scale our business and grow headcount and as a result of operating as a public company, including our compliance with SEC rules and regulations, audit activities, additional insurance expenses, investor relations activities and other administrative and professional services.

General and administrative expenses consist primarily of salaries, bad debt expense, impairment expenses, insurance expense, consultant fees and professional fees for accounting and related services.

We incur additional general and administrative expenses as a result of operating as a public company, including our compliance with SEC rules and regulations, audit activities, additional insurance expenses, investor relations activities and other administrative and professional services.

In dollar terms, our general and administrative expenses have declined in recent quarters, along with the decline in our overall revenues, due to the wind-down of the Company’s migrant-related projects.

However, these costs have increased when measured as a percentage of total revenue, as the decline in general and administrative costs has been smaller than has been the decline in total revenue.

Looking to 2026, we expect this trend to continue, with general and administrative costs declining sequentially in absolute dollar terms, while also declining as a percentage of revenues, as we see some sequential increases in revenues.

Over the longer term, we expect that general and administrative expenses will increase along with headcount as the Company’s overall business activity increases, including higher sales and marketing fees.

Depreciation and Amortization

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Technology and Development Expenses

Technology and development expenses consists primarily of costs incurred in the design and development of the Company’s proprietary technology, third-party software and technologies.

We expect technology and development expenses to increase in future periods to support our growth, including our intent to continue investing in the optimization,

accuracy and reliability of our dispatch and communication platform and drive efficiency in our operations.

These expenses may vary from period to period as a percentage of revenues, depending primarily upon when we choose to make more significant investments, particularly when entering new business lines or customer sales channels.

Technology and development expenses consist primarily of costs incurred in the design and development of the Company’s proprietary technology, third-party software and technologies.

We expect technology and development expenses to increase in future periods to support our growth, including our intent to continue investing in the optimization, accuracy and reliability of our dispatch and communication platform and driving efficiency in our operations.

These expenses may vary from period to period as a percentage of revenue, depending primarily upon when we choose to make more significant investments, particularly when entering new business lines or customer sales channels.

Technology and development expenses will also be driven by investments made into new areas, such as artificial intelligence.

Sales, Advertising and Marketing Expenses

Our sales, advertising and marketing expenses consist of costs directly associated with our sales and marketing activities, which primarily include sales commissions, marketing programs, trade shows, promotional materials and general branding.

We expect our sales, advertising and marketing expenses to continue to increase over time as we increase our marketing activities, grow our domestic and international operations and continue to build brand awareness.

We expect our sales, advertising and marketing expenses to continue to increase over time as we increase our marketing activities, expand into new geographic markets and customer verticals, particularly in the Mobile Health segment, and continue to build brand awareness.

Interest Expense

Interest expense consists primarily of interest on our outstanding borrowings under our outstanding notes payable and financing obligations, including our Revolving Facility.

Interest expense consists primarily of interest on our outstanding borrowings under our outstanding notes payable and financing obligations, including our Prior Revolving Facility.

These expenses are determined by the amounts of debt that are outstanding, as well as market interest rates, which form the basis for the interest expenses relating to our Prior Revolving Facility.

Interest expense is reported on a net basis, so that interest income earned on the Company’s cash and investment balances serves to offset part or all of our interest expense in a particular period.

Results of Operations

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Revenues, net $ 322.2 100.0 % $ 616.6 100.0 % $ (294.4) (47.7) %

Cost of revenues (exclusive of depreciation and amortization, which is shown separately below) 223.5 69.4 % 403.0 65.3 % (179.5) (44.5) %

Operating expenses:

General and administrative 133.4 41.4 % 138.8 22.5 % (5.4) (3.9) %

Depreciation and amortization 15.7 4.9 % 15.9 2.6 % (0.2) (1.3) %

Legal and regulatory 23.8 7.4 % 17.1 2.8 % 6.7 39.2 %

Technology and development 13.6 4.2 % 11.6 1.9 % 2.0 17.2 %

Sales, advertising and marketing 1.4 0.4 % 1.5 0.2 % (0.1) (6.7) %

Intangible asset impairment 30.6 9.5 % — — % 30.6 100.0 %

Goodwill impairment 58.2 18.1 % — — % 58.2 100.0 %

Total expenses 500.2 155.3 % 587.9 95.3 % (87.7) (14.9) %

(Loss) income from operations (178.0) (55.3) % 28.7 4.7 % (206.7) (720.2) %

Other expense:

Interest expense, net (1.3) (0.4) % (1.9) (0.3) % 0.6 31.6 %

(Loss) gain on change in fair value of contingent consideration (2.1) (0.6) % 9.4 1.5 % (11.5) (122.3) %

Finite-lived intangible asset impairment — — % (8.3) (1.3) % 8.3 100.0 %

Loss on equity method investments (0.6) (0.2) % (0.3) (0.1) % (0.3) (100.0) %

Equity investment impairment (5.0) (1.5) % — — % (5.0) (100.0) %

Other (expense) income (0.5) (0.2) % 0.2 — % (0.7) (350.0) %

Total other expense (9.5) (2.9) % (0.9) (0.2) % (8.6) (955.6) %

Net (loss) income before income tax expense (187.5) (58.2) % 27.8 4.5 % (215.3) (774.5) %

Provision for income taxes (8.9) (2.7) % (14.4) (2.3) % 5.5 38.2 %

Net (loss) income (196.4) (60.9) % 13.4 2.2 % (209.8) (1565.7) %

Net loss attributable to noncontrolling interests (14.0) (4.3) % (6.6) (1.0) % (7.4) (112.1) %

Net (loss) income attributable to stockholders of DocGo Inc.

and Subsidiaries $ (182.4) (56.6) % $ 20.0 3.2 % $ (202.4) (1012.0) %

For the year ended December 31, 2025, total revenues were $322.2 million, a decrease of $294.4 million, or 47.7%, from the total revenues recorded for the year ended December 31, 2024.

Mobile Health Services

For the year ended December 31, 2025, Mobile Health Services revenues were $121.4 million, a decrease of $301.7 million, or 71.3%, as compared with the year ended December 31, 2024.

The decline in revenues was primarily due to the wind-down of migrant-related services.

Starting in the second quarter of 2023, the Company began providing services to the recently arrived migrant population in New York City and in upstate New York.

These projects, which included both medical and non-medical services, such as shelter and security, expanded throughout the third and fourth quarters of 2023 and into the first quarter of 2024.

However, some of these services were provided pursuant to a contract with an ending date during the second quarter of 2024.

A portion of that contract was extended through December 31, 2024, while other services began to wind down in May 2024.

The wind-down of all services under such contract was completed in the fourth quarter of 2024.

While DocGo continued to provide migrant-related services under other contracts during 2025, the wind-down of such services was completed in the fourth quarter of 2025, and DocGo expects that the revenues from any migrant-related projects will be relatively insignificant in 2026.

Transportation Services

For the year ended December 31, 2025, Transportation Services revenues were $200.8 million, an increase of $7.3 million, or 3.8%, as compared with the year ended December 31, 2024.

This increase was due to a 4.4% increase in trip volumes, from 283,570 trips for the year ended December 31, 2024 to 296,014 trips for the year ended December 31, 2025.

The increase in trip volumes, which accelerated in the fourth quarter of 2025, was due to a combination of the expansion in the Company’s customer base in certain core markets, as well as an increase in volumes from existing customers.

Our average trip price decreased slightly from $402 in the year ended December 31, 2024 to $401 in the year ended December 31, 2025.

In recent years, the average trip price has increased above the levels of 2022 and prior years, reflecting a shift in mix toward higher-priced transports with existing customers, as well as the acquisition of licenses to provide higher acuity transports that earn higher prices per trip.

Cost of revenues

For the year ended December 31, 2025, total cost of revenues (exclusive of depreciation and amortization) decreased by 44.5% compared to the year ended December 31, 2024, while revenues decreased by approximately 47.7%.

The declines in both revenues and cost of revenues were driven by the wind-down in migrant-related services described above.

Cost of revenues as a percentage of revenues increased to 69.4% in the year ended December 31, 2025 from 65.3% in the year ended December 31, 2024.

Total cost of revenues in the year ended December 31, 2025 decreased by $179.5 million compared to the year ended December 31, 2024.

This decrease was primarily attributable to a $28.5 million decrease in total compensation, a $101.2 million decrease in subcontracted labor costs, a $30.9 million decrease in medical and related supplies, a $6.5 million decline in vehicle costs, a $1.9 million decline in travel-related costs and a net decrease of $10.5 million across several other cost of revenues categories, all driven by the wind-down of migrant-related projects that began in the second quarter of 2024.

For the Mobile Health Services segment, cost of revenues (exclusive of depreciation and amortization) in the year ended December 31, 2025 amounted to $86.1 million, down 68.0% from $269.3 million in the year ended December 31, 2024.

Cost of revenues as a percentage of revenues increased to 70.9% from 63.6% in the prior year period, despite a decline in compensation expenses, significantly lower subcontracted labor costs and decreased costs for medical supplies, due to the large year-over-year decline in revenues, all reflecting the wind-down in migrant-related projects that began in the second quarter of 2024.

For the Transportation Services segment, cost of revenues (exclusive of depreciation and amortization) in the year ended December 31, 2025 amounted to $137.4 million, up 2.8% from $133.7 million in the year ended December 31, 2024.

Cost of revenues as a percentage of revenues decreased to 68.4% from 69.1% in the prior year, despite increased labor costs, due to the continued growth of the business.

Operating expenses

For the year ended December 31, 2025, operating expenses were $276.7 million compared to $184.9 million for the year ended December 31, 2024, an increase of $91.8 million, or 49.6%.

As a percentage of revenues, operating expenses increased from 30.0% in 2024 to 85.9% in 2025.

The increase of $91.8 million related primarily to impairments of intangible assets and goodwill in the amounts of $30.6 million and $58.2 million, respectively.

There were no impairments of intangible assets or goodwill included in operating expenses for the year ended December 31, 2024.

(See Note 5, “Goodwill” and Note 6, “Intangibles” in the Notes to Consolidated Financial Statements).

In addition, the increase in operating expenses reflected a $7.7 million increase in total compensation, a $6.8 million increase in subcontracted labor costs, a $5.4 million increase in bad debt as the Company increased its allowance for doubtful accounts for aged receivables in both the Transportation Services and Mobile Health Services segments, a $6.8 million increase in professional fees, due primarily to increased legal fees, and a $2.8 million increase in IT infrastructure, driven by the Company’s business expansion.

These were partially offset by a $17.4 million decline in travel and lodging fees relating to migrant-related Mobile Health projects that were wound down by the end of 2024 and a $9.1 million net decrease across a variety of expense categories.

For the Mobile Health Services segment, operating expenses in the year ended December 31, 2025 were $89.7 million, up 50.0% from $59.8 million in the year ended December 31, 2024.

Operating expenses as a percentage of revenues increased to 73.9% from 14.1% in 2024, due to writedowns of intangible assets and goodwill, as well as an increase in the allowance for doubtful accounts for one particular municipal customer to whom the Company provided COVID-related testing and vaccination services prior to 2024.

These were partially offset by reduced travel costs relating to migrant-related projects that were wound down by the end of 2024.

Also included in operating expenses for the Mobile Health segment were expenses relating to SteadyMD, which the Company acquired during the fourth quarter of 2025.

For the Transportation Services segment, operating expenses in the year ended December 31, 2025 were $105.7 million, up 71.0% from $61.8 million in the year ended December 31, 2024.

The increase in operating expenses for this segment was driven primarily by writedowns of intangible assets and goodwill and, to a lesser extent, by increased bad debt expense.

Operating expenses as a percentage of revenues increased to 52.6% for the year ended December 31, 2025 from 31.9% in the year ended December 31, 2024.

For the Corporate segment, which represents primarily shared services that are not contained within the entities included in either the Mobile Health Services or Transportation Services segments, operating expenses in the year ended December 31, 2025 were $81.3 million, up 28.4% from $63.3 million in the year ended December 31, 2024.

The increase in operating expenses for this segment was driven by an impairment of goodwill and an increase in professional fees, particularly for legal matters.

Corporate expenses amounted to approximately 25.2% of total consolidated revenues in 2025, compared to 10.3% in 2024.

Interest expense, net

For the year ended December 31, 2025, the Company recorded approximately $1.3 million of interest expense, net compared to $1.9 million of interest expense, net in the year ended December 31, 2024.

Interest expenses on borrowings under the Prior Revolving Facility outweighed interest earned on balances in the Company’s interest-bearing accounts in both the year ended December 31, 2025 and 2024.

The decline in interest expense in 2025 compared to 2024 reflects the pay down of outstanding amounts under the Prior Revolving Facility in August 2025.

(Loss) gain on change in fair value of contingent consideration

During the year ended December 31, 2025, the Company recorded a loss on change in fair value of contingent consideration of approximately $2.1 million, reflecting an increase in the anticipated payments to be made for an acquisition, based upon performance compared to certain targets.

During the year ended December 31, 2024, the Company recorded a gain on change in fair value of contingent consideration of approximately $9.4 million, reflecting a reduction in the anticipated payments to be made for a recent acquisition, based upon performance compared to certain targets.

Finite-lived intangible asset impairment

During the year ended December 31, 2024, the Company recorded finite-lived intangible asset impairment of approximately $8.3 million, relating to the projected value of the customer relationships for Cardiac RMS, LLC, arising from a revised long-term forecast for the business that impacted the estimated fair value of contingent consideration.

Company did not record a finite-lived intangible asset impairment within other expense that resulted from an updated contingent consideration estimate for the year ended December 31, 2025.

Loss on equity method investments

During the year ended December 31, 2025, the Company recorded a loss on equity method investments of approximately $0.6 million representing an impairment and its share of the losses incurred by an entity in which the Company has a minority interest.

During the year ended December 31, 2024, the Company recorded a loss on equity method investments of approximately $0.3 million representing its share of the losses incurred by an entity in which the Company has a minority interest.

Equity investment impairment

During the year ended December 31, 2025, the Company recorded an equity investment impairment of $5.0 million based on the latest available financial information and the estimated recoverable value of its investment in Firefly Health, Inc.

The Company did not record an equity investment impairment for the year ended December 31, 2024.

Other (expense) income

During the year ended December 31, 2025, the Company recorded other expense of $0.5 million, compared to other income of $0.2 million during the year ended December 31, 2024.

Provision for income taxes

During the year ended December 31, 2025, the Company recorded a provision for income taxes of $8.9 million compared to an income tax provision of $14.4 million in the year ended December 31, 2024.

The decreased tax expense in 2025 was primarily due to the recording of a pretax loss in the current period, as compared to pretax income in 2024, offset by the increase in the valuation allowance in 2025.

Net loss attributable to noncontrolling interests

For the year ended December 31, 2025, the Company had net loss attributable to noncontrolling interests of approximately $14.0 million compared to net loss attributable to noncontrolling interests of $6.6 million for the year ended December 31, 2024.

Comparison of Fiscal 2024 with Fiscal 2023

Year Ended December 31, Change

$ in Millions 2024 2023

Actual Results % of Total Revenue Actual Results % of Total Revenue

Revenues, net $ 616.6 100.0 % $ 624.3 100.0 % $ (7.7) (1.2) %

Cost of revenues (exclusive of depreciation and amortization, which is shown separately below) 403.0 65.3 % 428.9 68.7 % (25.9) (6.0) %

Operating expenses:

General and administrative 138.8 22.5 % 137.1 22.1 % 1.7 1.2 %

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Interest (expense) income, net (1.9) (0.3) % 1.7 0.3 % (3.6) (211.8) %

Change in fair value of contingent liability 9.4 1.5 % 1.4 0.2 % 8.0 571.4 %

Gain on change in fair value of contingent consideration 9.4 1.5 % 1.4 0.2 % 8.0 571.4 %

Finite-lived intangible asset impairment (8.3) (1.3) % — — % (8.3) (100.0) %

Loss on equity method investments (0.3) (0.1) % (0.3) (0.1) % — — %

Loss on remeasurement of operating and finance leases — — % — — % — — %

Gain (loss) on disposal of fixed assets — — % (0.9) (0.1) % 0.9 100.0 %

Loss on disposal of assets — — % (0.9) (0.1) % 0.9 100.0 %

Other income (expense) 0.2 — % (0.7) (0.1) % 0.9 128.6 %

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Net income before income tax expense 27.8 4.5 % 16.3 2.6 % 11.5 70.6 %

(Provision for) benefit from income taxes (14.4) (2.3) % (6.2) (1.0) % (8.2) (132.3) %

Provision for income taxes (14.4) (2.3) % (6.2) (1.0) % (8.2) (132.3) %

Net income 13.4 2.2 % 10.1 1.6 % 3.3 32.7 %

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The wind-down of all services under such contract was completed in the fourth quarter of 2024.

While the exact timing of the wind-down of the remaining migrant-related services under other contracts is still unknown, the wind-down of those services is underway and the Company expects that the revenues from any remaining migrant-related projects will be significantly lower in 2025 than they were in 2024.

While we expect to launch new Mobile Health Services projects in 2025 and to expand existing projects, we expect that the Mobile Health Services segment’s revenues will be lower in 2025 than they were in 2024.

Transportation Services

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Cost of revenues as a percentage of revenues decreased to 65.3% in the year ended December 31, 2024 from 68.7% in the year ended December 31, 2023.

Total cost of revenues in the year ended December 31, 2024 decreased by $25.9 million compared to the year ended December 31, 2023.

Total cost of revenues in the year ended December 31, 2024 decreased by $25.9 million compared to the same period in 2023.

This decrease was primarily attributable to a $4.7 million decrease in total compensation, a $24.0 million decrease in subcontracted labor costs, and a $6.9 million decrease in medical and related supplies, all driven by the wind-down of migrant-related projects that began in the second quarter of 2024.

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For the year ended December 31, 2024, the Company recorded approximately $1.9 million of interest expense, net compared to $1.7 million of interest income, net in the year ended December 31, 2023.

Interest expenses on borrowings under the Revolving Facility outweighed interest earned on balances in the Company’s interest-bearing accounts in the year ended December 31, 2024.

Interest expenses on borrowings under the Prior Revolving Facility outweighed interest earned on balances in the Company’s interest-bearing accounts in the years ended December 31, 2024.

Prior to October 2023, there were no amounts outstanding under the Company’s line of credit.

Change in fair value of contingent liability

During the year ended December 31, 2024, the Company recorded a change in fair value of contingent liability of approximately $9.4 million, reflecting a reduction in the anticipated payments to be made for an acquisition, based upon performance compared to certain targets.

During the year ended December 31, 2023, the Company recorded a change in fair value of contingent liability of approximately $1.4 million, reflecting a reduction in the anticipated payments to be made for a recent acquisition, based upon performance compared to certain targets.

Gain on change in fair value of contingent consideration

During the year ended December 31, 2024, the Company recorded a gain on change in fair value of contingent consideration of approximately $9.4 million, reflecting a reduction in the anticipated payments to be made for an acquisition, based upon performance compared to certain targets.

During the year ended December 31, 2023, the Company recorded a gain on change in fair value of contingent consideration of approximately $1.4 million, reflecting a reduction in the anticipated payments to be made for a recent acquisition, based upon performance compared to certain targets.

Finite-lived intangible asset impairment

During the year ended December 31, 2023, the Company did not record any finite-lived intangible asset impairment.

The Company did not record a finite-lived intangible asset impairment within other expense that resulted from an updated contingent consideration estimate for the year ended December 31, 2023.

Loss on equity method investments

During the year ended December 31, 2023, the Company recorded a loss on equity method investments of

approximately $0.3 million representing its share of the losses incurred by an entity in which the Company has a minority interest.

Gain (loss) on disposal of fixed assets

During the year ended December 31, 2023, the Company recorded a loss on equity method investments of approximately $0.3 million representing its share of the losses incurred by an entity in which the Company has a minority interest.

Loss on disposal of assets

During the year ended December 31, 2024, the Company recorded a gain on disposal of fixed assets of $23,682, compared to a loss on disposal of fixed assets of $0.9 million during the year ended December 31, 2023.

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During the year ended December 31, 2024, the Company recorded other income of $0.2 million, compared to other expense of $0.7 million during the year ended December 31, 2023.

(Provision for) benefit from income taxes

Provision for income taxes

During the year ended December 31, 2024, the Company recorded a provision for income taxes of $14.4 million compared to an income tax provision of $6.2 million in the year ended December 31, 2023.

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For the year ended December 31, 2024, the Company had net loss attributable to noncontrolling interests of approximately $6.6 million compared to net income attributable to noncontrolling interests of $3.2 million for the year ended December 31, 2023.

Comparison of Fiscal 2023 with Fiscal 2022

Year Ended December 31, Change

$ in Millions 2023 2022

Actual Results % of Total Revenue Actual Results % of Total Revenue

Revenues, net $ 624.3 100.0 % $ 440.5 100.0 % $ 183.8 41.7 %

Cost of revenues 428.9 68.7 % 285.8 64.9 % 143.1 50.1 %

Operating expenses:

General and administrative 137.2 22.0 % 103.4 23.5 % 33.8 32.7 %

Depreciation and amortization 16.4 2.6 % 10.6 2.4 % 5.8 54.7 %

Legal and regulatory 13.1 2.1 % 8.8 2.0 % 4.3 48.9 %

Technology and development 10.9 1.7 % 5.4 1.2 % 5.5 101.9 %

Sales, advertising and marketing 2.8 0.4 % 4.7 1.1 % (1.9) (40.4) %

Total expenses 609.2 97.6 % 418.7 95.1 % 190.5 45.5 %

Income from operations 15.1 2.4 % 21.8 4.9 % (6.7) (30.7) %

Other income:

Interest income, net 1.7 0.3 % 0.8 0.2 % 0.9 112.5 %

Gain on remeasurement of warrant liabilities — — % 1.1 0.3 % (1.1) (100.0) %

Change in fair value of contingent liability 1.4 0.2 % — — % 1.4 100.0 %

(Loss) gain on equity method investments (0.3) (0.1) % — — % (0.3) (100.0) %

Gain on remeasurement of finance leases — — % 1.4 0.3 % (1.4) (100.0) %

Gain on bargain purchase — — % 1.6 0.4 % (1.6) (100.0) %

Loss on disposal of fixed assets (0.9) (0.1) % — — % (0.9) (100.0) %

Goodwill impairment — — % (2.9) (0.7) % 2.9 100.0 %

Other expense (0.7) (0.1) % (1.0) (0.2) % 0.3 30.0 %

Total other income 1.2 0.2 % 1.0 0.2 % 0.2 20.0 %

Net income before (provision for) benefit from income tax 16.3 2.6 % 22.8 5.2 % $ (6.5) (28.5) %

(Provision for) benefit from income taxes (6.2) (1.0) % 7.9 1.8 % $ (14.1) (178.5) %

Net income 10.0 1.6 % 30.7 7.0 % $ (20.7) (67.4) %

Net income (loss) attributable to noncontrolling interests 3.2 0.5 % (3.9) (0.9) % $ 7.1 182.1 %

Net income attributable to stockholders of DocGo Inc.

and Subsidiaries $ 6.9 1.1 % $ 34.6 7.9 % $ (27.7) (80.1) %

For the year ended December 31, 2023, total revenues were $624.3 million, an increase of $183.8 million, or 41.7%, from the total revenues recorded for the year ended December 31, 2022.

Mobile Health Services

For the year ended December 31, 2023, Mobile Health Services revenues were $442.8 million, an increase of $116.9 million, or 35.9%, as compared with the year ended December 31, 2022.

The increase in revenues was primarily due to an expansion in services offered by the Mobile Health Services segment, particularly in the government customer sector.

This expansion accelerated during the year ended December 31, 2023 as the Company extended several large customer contracts and introduced a broader range of services.

Transportation Services

For the year ended December 31, 2023, Transportation Services revenues were $181.5 million, an increase of $66.9 million, or 58.3%, as compared with the year ended December 31, 2022.

This increase was due to a 15.8% increase in trip volumes, from 216,009 trips for the year ended December 31, 2022 to 250,114 trips for the year ended December 31, 2023.

The increase in trip volumes was due to a combination of growth in the Company’s customer base in certain core markets and acquisitions made during the second half of 2022.

Our average trip price increased from $380 in the year ended December 31, 2022 to $407 in the year ended December 31, 2023.

The increase in the average trip price in 2023 reflected a shift in mix toward higher-priced transports with existing customers, as well as the acquisition of licenses to provide higher acuity transports resulting in higher prices per trip.

The average trip price also benefited from an 8.7% increase in the average Medicare reimbursement rate for ambulance transports.

The Medicare ambulance fee schedule has increased by a further 2.4%, effective January 1, 2024.

Cost of revenues

For the year ended December 31, 2023, total cost of revenues (exclusive of depreciation and amortization) increased by 50.1% compared to the year ended December 31, 2022, while revenues increased by approximately 41.7%.

Cost of revenues as a percentage of revenues increased to 68.7% in the year ended December 31, 2023 from 64.9% in the year ended December 31, 2022.

Total cost of revenues in the year ended December 31, 2023 increased by $143.1 million compared to the same period in 2022.

This increase was primarily attributable to a $44.0 million increase in total compensation, due to higher headcount for both the Transportation Services and Mobile Health Services segments;

an $80.2 million increase in subcontracted labor costs, primarily driven by new projects in the Mobile Health Services segment that required a greater number of personnel and certain more highly specialized personnel than the Company was able to initially provide through its existing staff;

a $19.6 million increase in medical and related supplies;

a $2.1 million increase in travel costs for field personnel and other clinicians who traveled out of their home regions to provide Mobile Health Services;

and a $1.6 million net increase in other cost of revenues categories.

These items were partially offset by a $2.3 million decline in vehicle costs, as the Company exited certain rental agreements, and a $2.1 million reduction in lab fees, as COVID testing services declined to an immaterial amount in 2023.

For the Mobile Health Services segment, cost of revenues (exclusive of depreciation and amortization) in the year ended December 31, 2023 amounted to $306.2 million, up 53.7% from $199.2 million in the year ended December 31, 2022.

Cost of revenues as a percentage of revenues increased to 69.1% from 61.1% in the prior year period, despite a significant increase in revenues, reflecting higher compensation expenses as a result of headcount growth, significantly higher subcontracted labor costs and increased costs for medical supplies.

For the Transportation Services segment, cost of revenues (exclusive of depreciation and amortization) in the year ended December 31, 2023 amounted to $122.7 million, up 41.8% from $86.5 million in the year ended December 31, 2022.

Cost of revenues as a percentage of revenues decreased to 67.6% from 75.5% in the prior year, reflecting the impact of higher per-trip prices, increased revenues from standby contracts (for which we are paid a daily or hourly rate) and the overall increase in revenues, as well as a decline in the average fuel price.

Operating expenses

For the year ended December 31, 2023, operating expenses were $180.3 million compared to $132.9 million for the year ended December 31, 2022, an increase of $47.4 million, or 35.7%.

As a percentage of revenues, operating expenses decreased from 30.2% in 2022 to 28.9% in 2023, even as the Company added to its management infrastructure

and total compensation increased, due to the significant increase in overall revenues described above.

The increase of $47.4 million related primarily to a $27.1 million increase in total compensation, which included costs for both directly employed and subcontracted staff due to investments in and expansion of corporate infrastructure to support the revenue growth, as well as an increase in stock-based compensation expense;

a $5.7 million increase in depreciation and amortization due to an increase in assets to support revenue growth and capitalized software amortization, as well as recently acquired companies;

a $4.9 million increase in IT infrastructure, driven by the Company’s business and headcount expansion;

a $2.5 million increase in insurance costs, reflecting higher headcount, a larger vehicle fleet and expanded operations;

a $1.3 million increase in rent and utilities relating to the Company’s ongoing geographic expansion;

and a $5.9 million net increase across a variety of expense categories.

For the Mobile Health Services segment, operating expenses in the year ended December 31, 2023 were $56.3 million, up from $33.9 million in the year ended December 31, 2022.

Operating expenses as a percentage of revenues increased to 12.7% from 10.4% in 2022, despite the increase in Mobile Health Services revenues, reflecting significant expenditures that were made in 2023 related to the expansion of services and geographic areas of operation, as well as the continued buildout of the Mobile Health Services management infrastructure and the costs of developing the Company’s “on-demand” direct-to-consumer offering.

For the Transportation Services segment, operating expenses in the year ended December 31, 2023 were $55.2 million, compared to $43.0 million in the year ended December 31, 2022.

The increase in operating expenses for this segment, in absolute dollar terms, was driven primarily by higher compensation expense and depreciation charges, reflecting the expansion of the business, including recent acquisitions.

Operating expenses as a percentage of revenues decreased to 30.4% for the year ended December 31, 2023 from 37.5% in the year ended December 31, 2022.

For the Corporate segment, which represents primarily shared services that are not contained within the entities included in either the Mobile Health Services or Transportation Services segments, operating expenses in the year ended December 31, 2023 were $68.8 million, compared to $55.1 million in the year ended December 31, 2022.

The increase in operating expenses for this segment, in absolute dollar terms, was primarily driven by higher compensation expenses, reflecting the ongoing build-out of the Company’s corporate human resources infrastructure.

Corporate expenses amounted to approximately 11.0% of total consolidated revenues in 2023, compared to 12.5% in 2022, reflecting the significant increase in total consolidated revenues.

Interest income, net

For the year ended December 31, 2023, the Company recorded approximately $1.7 million of interest income, net compared to $0.8 million of interest income, net in the year ended December 31, 2022.

This increase was primarily due to higher rates of interest earned on balances in the Company's interest-bearing accounts in the year ended December 31, 2023, which reflected significantly higher market interest rates.

The higher rates of interest earned outweighed the impact of the lower average cash balances in 2023.

Gain on remeasurement of warrant liabilities

During the year ended December 31, 2023, there were no gains or losses recorded relating to remeasurement of warrant liabilities, as all warrants were redeemed during the third quarter of 2022.

During the year ended December 31, 2022, the Company recorded a gain of approximately $1.1 million from the remeasurement of warrant liabilities.

The warrants were marked-to-market in each reporting period, and this gain reflected the decline in the Company’s stock price relative to the beginning of the period.

Change in fair value of contingent liability

During the year ended December 31, 2023, the Company recorded a change in fair value of contingent liability of approximately $1.4 million, reflecting a decline in the anticipated payments to be made for a recent acquisition, based upon performance compared to certain targets.

There was no related change in fair value recorded in the year ended December 31, 2022.

(Loss) gain on equity method investments

During the year ended December 31, 2022, the Company recorded a gain on equity method investments of $8,919.

Gain on remeasurement of finance leases

During the year ended December 31, 2023, there were no gains or losses recorded relating to remeasurement of finance leases.

During the year ended December 31, 2022, the Company recorded a gain on remeasurement of finance leases of $1.4 million.

Gain on bargain purchase

During the year ended December 31, 2023, the Company recorded no gain or loss on bargain purchase.

During the year ended December 31, 2022, the Company recorded a gain on bargain purchase of $1.6 million.

Loss on disposal of fixed assets

During the year ended December 31, 2023, the Company recorded a loss on disposal of fixed assets of $0.9 million, compared to a loss on disposal of fixed assets of $21,000 during the year ended December 31, 2022.

Goodwill impairment

During the year ended December 31, 2023, the Company did not record any impairment to goodwill.

During the year ended December 31, 2022, the Company recorded a goodwill impairment of $2.9 million, relating to the Company’s exit from the medical transportation market in California.

Other expense

During the year ended December 31, 2023, the Company recorded other expense of $0.7 million, compared to other expense of $1.0 million during the year ended December 31, 2022.

(Provision for) benefit from income taxes

During the year ended December 31, 2023, the Company recorded a provision for income taxes of $6.2 million compared to an income tax benefit of $7.9 million in the year ended December 31, 2022.

The tax benefit in 2022 was due to the release of the valuation allowance recorded in previous years for net operating losses, as the Company determined that it was more likely than not that it would be able to realize its net operating loss carryforwards in the future.

Net income (loss) attributable to noncontrolling interests

For the year ended December 31, 2023, the Company had net income attributable to noncontrolling interests of approximately $3.2 million compared to a net loss attributable to noncontrolling interests of $3.9 million for the year ended December 31, 2022.

The income compared to the prior year period loss reflected improved performance in the Company’s joint venture markets in the year ended December 31, 2023.

Liquidity and Capital Resources

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The Company has also funded these activities through operating cash flows.

Despite the fact that the Company generated positive net income for the year ended December 31, 2024 , operating cash flows are not always sufficient to meet immediate obligations arising from current operations.

For example, as the business has grown, the Company’s expenditures for human capital and supplies has expanded accordingly, and the timing of the payments for payroll and to associated vendors, compared to the timing of receipts of cash from customers, frequently results in the need to use existing cash balances to fund working capital needs.

During the year ended December 31, 2024 , as a greater proportion of the Company’s overall revenues were generated through services provided to municipal customers with long payment cycles, and expenditures made by the Company to allow for the provision of these services were substantial, operating cash flows were not sufficient to meet these demands for working

capital, leading to a marked decline in the Company’s cash balances.

As these invoices are collected, the Company expects cash flows to be sufficient for near term working capital needs.

Despite the fact that the Company generated operating cash flow for the year ended December 31, 2025 , operating cash flows are not always sufficient to meet immediate obligations arising from current operations.

For example, as the business has grown, the Company’s expenditures for human capital and supplies have expanded accordingly, and the timing of the payments for payroll and to associated vendors, compared to the timing of receipts of cash from customers, frequently results in the need to use existing cash balances to fund working capital needs.

During the year ended December 31, 2025, as the Company collected older invoices from municipal customers for services provided in 2024 and early 2025, operating cash flows were sufficient to outweigh the Company’s operating losses.

However, as most of these older invoices had been collected by the end of 2025, operating cash flows in 2026 might not be sufficient to cover operating losses and working capital demands.

The Company’s future working capital needs depend on many factors, including the overall growth of the Company and the various payment terms that are negotiated with customers and vendors.

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Capital requirements might also be affected by factors outside of the Company’s control, such as interest rates, rising inflation and other monetary and fiscal policy changes to the manner in which the Company currently operates.

If the Company’s growth rate is higher than is currently anticipated, resulting in greater-than-anticipated capital requirements, the Company might need to, or choose to, raise additional capital through debt or equity financings.

This last factor has been evident at different times during the second half of 2023 and during the first quarter of 2024, leading to a draw down in the Company’s credit line during the fourth quarter of 2023 and during the first quarter of 2024, as described below.

On November 1, 2022, the Company entered into the Credit Agreement, which provides for the Revolving Facility in the initial aggregate principal amount of $90 million.

The Revolving Facility includes the ability for the Company to request an increase to the commitment by an additional amount of up to $50 million, though no lender (nor the lenders collectively) is obligated to increase its respective commitments.

Borrowings under the Revolving Facility bear interest at a per annum rate equal to (i) at the Company’s option, (x) the base rate or (y) the adjusted term SOFR rate, plus (ii) the applicable margin.

The applicable margins are based on the Company’s consolidated net leverage ratio, adjusted on a quarterly basis.

The initial applicable margins were 1.25% for an adjusted term SOFR loan and 0.25% for a base rate loan and are updated based on the Company’s consolidated net leverage ratio.

The Revolving Facility matures on November 1, 2027 and is secured by a first-priority lien on substantially all of the Company’s present and future personal assets and intangible assets.

The Revolving Facility is subject to certain financial covenants, such as a net leverage ratio and interest coverage ratio, as defined in the Credit Agreement.

On October 19, 2023, the Company drew down $25 million under the Revolving Facility.

On February 8, 2024, the Company drew down an additional $15.0 million.

On February 27, 2024, the Company repaid all amounts then outstanding under the Revolving Facility.

However, in March 2024, the Company once again drew down under the Revolving Facility, and there was a total of $30.0 million outstanding under the Revolving Facility as of the date of this Annual Report.

Considering the foregoing, DocGo anticipates that its existing balances of cash and cash equivalents, future expected cash flows generated from its operations and its available line of credit under the Revolving Facility will be sufficient to satisfy operating requirements for at least the next twelve months.

Looking beyond the next twelve months, DocGo anticipates that expected future cash flows, its available line of credit and proceeds from potential additional financings will be sufficient to satisfy any operating and potential investing requirements.

On November 1, 2022, the Company entered into the Prior Credit Agreement, which provided for the Prior Revolving Facility in the initial aggregate principal amount of $90.0 million.

The Prior Revolving Facility included the ability for the Company to request an increase to the commitment by an additional amount of up to $50.0 million, though no lender (nor the lenders collectively) was obligated to increase its respective commitments.

The Prior Revolving Facility was subject to certain financial covenants, such as a net leverage ratio and interest coverage ratio, as defined in the Prior Credit Agreement.

On August 1, 2025, the Company repaid the outstanding balances under the Prior Revolving Facility, and there were no amounts outstanding related to the Prior Revolving Facility as of the date of this Annual Report.

On August 7, 2025, the Company amended and restated the Prior Credit Agreement.

The Credit Agreement provides for the Revolving Facility of up to an aggregate principal amount of $55.0 million, and borrowings thereunder are subject to a borrowing base formula based on eligible receivables as described therein.

The Revolving Facility includes the

ability for the Company to request an increase to the commitment by an additional amount of up to $20.0 million, though neither Lender nor any other lender is obligated to provide any such additional commitment.

Borrowings under the Revolving Facility bear interest at a per annum rate equal to:

(i) at the Company’s option, (x) the base rate or (y) the adjusted term SOFR rate, plus (ii) the applicable margin.

The applicable margin for an adjusted term SOFR loan is 2.00% and the applicable margin for a base rate loan is 1.00%.

The Revolving Facility matures on November 1, 2027, the five-year anniversary of the original closing date of the Prior Credit Agreement.

The Credit Agreement is secured by a first-priority lien on substantially all of the Company’s present and future personal assets and intangible assets.

The Credit Agreement is subject to a certain minimum liquidity financial covenant based on the prior twelve months’ cash burn and the Company’s available cash balances and borrowing ability under the Credit Agreement.

As of December 31, 2025, the Company was no longer in compliance with such covenant under the Credit Agreement.

The Company is currently in active discussions with its lender to reach a resolution regarding the covenant non-compliance and to preserve its ability to draw from the Revolving Facility as needed.

There can be no assurance that the Company will be successful in reaching a resolution or that the Revolving Facility will remain available;

however, the Company’s management believes these discussions are progressing and expects a positive resolution.

Considering the foregoing, including historical operating losses, the projected liquidity deficit, and the covenant non-compliance under the Credit Agreement, the Company, together with its Board of Directors, has reviewed and extensively discussed certain plans intended to reduce cash utilization and operating costs, including transitioning a larger portion of bonus compensation from cash to Company stock, intensified collection efforts focused on closing out open municipal receivables from ended contracts, reducing headcount, and delayed spending on certain business growth strategies, as well as utilizing the Revolving Facility, subject to obtaining the necessary waiver from its lender.

While these plans carry meaningful inherent risk to operations, the Company’s management and the Board of Directors have evaluated these conditions in totality and conclude it is probable that, when implemented, the plans will be sufficient to alleviate substantial doubt about the Company’s ability to continue as a going concern for the next 12 months.

See Note 2, “Summary of Significant Accounting Policies - Liquidity and Going Concern” for further information.

Capital Resources

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Total working capital $ 84.9 $ 182.7 $ (97.8) (53.5) %

As of December 31, 2024, available cash totaled $89.2 million, which represented an increase of $30.0 million compared to December 31, 2023, reflecting a decline in accounts receivable during the year ended December 31, 2024, as the Company collected some of its larger invoices.

As of December 31, 2024, working capital amounted to $182.7 million, which represented an increase of $13.9 million compared to December 31, 2023, as an increase in cash and a decline in accrued liabilities outweighed a decline in accounts receivable.

Despite the increase in cash, current assets declined by $34.4 million, due to a drop in accounts receivable and in prepaid expenses.

However, this was outweighed by the decline in current liabilities in the year ended December 31, 2024, due to lower accrued liabilities, reflecting lower invoices and accrued liabilities in the current period for certain expenses, such as subcontracted labor, and as the Company paid down a significant amount of its accrued liabilities during the year-to-date period.

Current liabilities also declined due a decrease in

contingent consideration, reflecting a reduction in anticipated payments to be made for a recent acquisition, which is based upon performance compared to certain targets.

As of December 31, 2025, available cash totaled $51.0 million, which represented a decrease of $38.2 million compared to December 31, 2024, reflecting cash spent on acquisitions and the repayment of amounts outstanding under the Company’s credit line, which outweighed the effect of a decline in accounts receivable during the year ended December 31, 2025, as the Company collected some of its larger invoices.

As of December 31, 2025, working capital amounted to $84.9 million, which represented a decrease of $97.8 million compared to December 31, 2024, as the decrease in cash and accounts receivable described above outweighed a decline in accounts payable and accrued liabilities.

Current assets declined by $152.1 million, due to the drop in cash and accounts receivable.

This outweighed the $54.3 million decline in current liabilities in the year ended December 31, 2025, due to lower accounts payable and accrued liabilities, reflecting lower invoices and accrued liabilities in the current period for certain expenses, such as subcontracted labor, and as the Company paid down a significant amount of its accounts payable during the year-to-date period.

Current liabilities also declined due to the repayment of amounts outstanding under the Company’s line of credit.

Cash flows as of the years ended December 31, 2025 and 2024 were as follows:

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Cash flow summary

Net cash provided by (used in) operating activities $ 70.3 $ (64.2) $ 134.5 209.5 %

Net cash provided by operating activities $ 34.5 $ 70.1 $ (35.6) (50.8) %

Net cash used in investing activities (39.1) (10.6) (28.5) (268.9) %

Net cash (used in) provided by financing activities (24.1) 1.1 (25.2) (2290.9) %

Net cash used in financing activities (50.8) (24.2) (26.6) (109.9) %

Effect of exchange rate changes 0.6 (0.2) 0.8 400.0 %

Net increase in cash $ 35.1 $ (91.9) $ 127.0 138.2 %

Net (decrease) increase in cash $ (54.8) $ 35.1 $ (89.9) (256.1) %

Cash flows as of the years ended December 31, 2024 and 2023 were as follows:

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Cash flow summary

Net cash (used in) provided by operating activities $ (64.2) $ 28.9 $ (93.1) (322.1) %

Net cash provided by (used in) operating activities $ 70.1 $ (64.5) $ 134.6 208.7 %

Net cash used in investing activities (10.6) (29.6) 19.0 64.2 %

Net cash provided by (used in) financing activities 1.1 (6.2) 7.3 117.7 %

Net cash (used in) provided by financing activities (24.2) 1.1 (25.3) (2300.0) %

Effect of exchange rate changes (0.2) 1.1 (1.3) (118.2) %

Net decrease in cash $ (91.9) $ (15.0) $ (76.9) (512.7) %

Net increase (decrease) in cash $ 35.1 $ (91.9) $ 127.0 138.2 %

Operating Activities

During the year ended December 31, 2025, cash provided by operating activities was $34.5 million, despite a net loss of $196.4 million.

Non-cash charges amounted to $149.2 million, which primarily consisted of $58.2 million impairment of goodwill, $17.4 million of stock compensation expense, $12.0 million in bad debt expense, $10.1 million in depreciation of property and equipment and right-of-use assets, a $30.7 million impairment of intangible assets, a $5.0 million equity investment impairment, $7.8 million in deferred taxes, $5.6 million from amortization of intangible assets, $2.1 million loss resulting from a reduction in the fair value of contingent consideration and a loss of $0.6 million from an investment that is accounted for under the equity method.

These were partially offset by a $0.3 million accretion of discount related to restricted investments.

Changes in assets and liabilities resulted in approximately $81.7 million in positive operating cash flow, as a $112.5 million decrease in accounts receivable, reflecting collections of invoices from large municipal customers, a $0.4 million decrease in other assets and a $0.2 million decrease from operating lease liabilities and right-of-use assets were partially offset by a $17.6 million decrease in accounts payable, a $10.4 million decrease in accrued liabilities and a $3.4 million increase in prepaid expenses and other current assets.

During the year ended December 31, 2024, cash provided by operating activities was $70.1 million, aided by net income of $13.4 million.

Non-cash charges amounted to $37.4 million, which primarily consisted of $10.2 million in depreciation of property and equipment and right-of-use assets, $5.7 million from amortization of intangible assets, $13.6 million of stock compensation expense, $5.2 million in bad debt expense, an $8.3 million impairment of a finite-lived intangible asset, $3.5 million in deferred taxes and a loss of $0.3 million from an investment that is accounted for under the equity method.

Non-cash charges amounted to $37.4 million, which primarily consisted of $13.6 million of stock compensation expense, $10.2 million in depreciation of property and equipment and right-of-use assets, an $8.3 million impairment of a finite-lived intangible asset, $5.7 million from amortization of intangible assets, $5.2 million in bad debt expense, $3.5 million in deferred taxes and a loss of $0.3 million from an investment that is accounted for under the equity method.

These were partially offset by a non-cash gain of $9.4 million resulting from a reduction in the fair value of contingent consideration.

Changes in assets and liabilities resulted in approximately $19.5 million in positive operating cash flow, as a $41.3 million decrease in accounts receivable, reflecting collections of invoices from large municipal customers, an $8.5 million increase in accounts payable and a $13.0 million decrease in prepaid expenses were partially offset by a $41.9 million decrease in accrued liabilities and a $1.4 million increase in other assets.

Changes in assets and liabilities resulted in approximately $19.3 million in positive operating cash flow, as a $41.3 million decrease in accounts receivable, reflecting collections of invoices from large municipal customers, a $13.0 million decrease in prepaid expenses and an $8.3 million increase in accounts payable were partially offset by a $41.9 million decrease in accrued liabilities and a $1.4 million increase in other assets.

During the year ended December 31, 2023, cash used by operating activities was $64.5 million, despite net income of $10.0 million.

Non-cash charges amounted to $38.9 million, which primarily consisted of $11.2 million in depreciation of property and equipment and right-of-use assets, $5.2 million from amortization of intangible assets, $21.0 million of stock compensation expense, a $0.9 million loss on the disposal of assets and a loss of $0.3 million from an investment that is accounted for under the equity method and $3.6 million in bad debt expense.

Non-cash charges amounted to $38.9 million, which primarily consisted of $21.0 million of stock compensation expense, $11.2 million in depreciation of property and equipment and right-of-use assets, $5.2 million from amortization of intangible assets, $3.6 million in bad debt expense, a $0.9 million loss on the disposal of assets, a loss of $0.3 million from an investment that is accounted for under the equity method and a $0.1 million loss on liquidation of business.

These were partially offset by $2.0 million in deferred taxes and a non-cash gain of $1.4 million resulting from a reduction in the fair value of contingent consideration.

Changes in assets and liabilities resulted in approximately $113.4 million in negative operating cash flow, as a $160.5 million increase in accounts receivable, reflecting the growth of the business and primarily driven by an increased amount of business with municipalities, which tend to have longer payment cycles;

a $1.8 million decrease in accounts payable;

and a $10.8 million increase in prepaid expenses and other current assets were partially offset by a $59.0 million increase in accrued liabilities and a $1.0 million decline in other assets.

During the year ended December 31, 2022, cash provided by operating activities was $28.9 million, aided by net income of $30.7 million.

Non-cash charges were $11.3 million and included $7.3 million in depreciation of property and equipment and right-of-use assets, $3.2 million from amortization of intangible assets, $3.8 million in bad debt expense primarily related to a provision for potential uncollectible accounts receivable, $8.1 million of stock compensation expense and a non-cash loss of $2.9 million related to the impairment of a business unit that was discontinued at the end of the year.

These charges were partially offset by non-cash gains of $1.4 million relating to the remeasurement of finance lease liabilities, $1.1 million from the remeasurement of warrant liabilities, $1.6 million in a gain on a bargain purchase and $9.9 million in the realization of a deferred tax asset.

Changes in assets and liabilities resulted in an approximately $13.2 million decrease to operating cash flow, as an $8.4 million increase in accounts receivable, a $4.2 million increase in prepaid expenses and a $6.0 million decrease in accrued liabilities outweighed the effect of a $1.7 million decrease in other assets and a $3.6 million increase in accounts payable.

a $10.8 million increase in prepaid expenses and other current assets, and $2.1 million decrease in accounts payable were partially offset by a $59.0 million increase in accrued liabilities and a $1.0 million decline in other assets.

Investing Activities

During the year ended December 31, 2024, investing activities used $10.9 million of cash and consisted of the acquisition of property and equipment totaling approximately $3.8 million, the acquisition of intangibles in the amount of $2.0 million, an investment in equity securities in the amount of $5.0 million and an equity method investment in the amount of $0.3 million, partially offset by $0.2 million in cash proceeds from the disposal of property and equipment.

During the year ended December 31, 2023, investing activities used $29.9 million of cash and consisted of the acquisition of property and equipment totaling approximately $7.6 million, the acquisition of intangibles in the amount of $2.5 million, the acquisition of businesses in the amount of $20.2 million and an equity method investment in the amount of $0.3 million, partially offset by $0.7 million in cash proceeds from the disposal of property and equipment.

During the year ended December 31, 2022, cash used in investing activities was $38.4 million and consisted of the acquisition of property and equipment totaling approximately $3.2 million, the acquisition of intangibles in the amount of $2.3 million and the acquisition of businesses in the amount of $33.0 million, primarily relating to acquisitions the Company completed in the third and fourth quarters of 2022.

During the year ended December 31, 2025, investing activities used $39.1 million of cash and consisted of the purchase of restricted investments in the amount of $28.6 million, the acquisition of businesses in the amount of $16.4 million, the purchase of property and equipment totaling approximately $4.5 million, and the purchase of intangibles in the amount of $2.9 million, partially offset by $13.1 million in proceeds from the sale and maturity of restricted investments and a $0.2 million in cash proceeds from the disposal of property and equipment.

During the year ended December 31, 2024, investing activities used $10.6 million of cash and consisted of an investment in equity securities in the amount of $5.0 million, the purchase of property and equipment totaling approximately $3.6 million, the purchase of intangibles in the amount of $2.0 million, and an equity method investment in the amount of $0.3 million, partially offset by $0.3 million in cash proceeds from the disposal of property and equipment.

During the year ended December 31, 2023, investing activities used $29.6 million of cash and consisted of the acquisition of businesses in the amount of $20.2 million, the purchase of property and equipment totaling approximately $7.3 million, the purchase of intangibles in the amount of $2.5 million, and an equity method investment in the amount of $0.3 million, partially offset by $0.7 million in cash proceeds from the disposal of property and equipment.

Financing Activities

During the year ended December 31, 2024, cash used by financing activities was $24.1 million, as $45.0 million in proceeds from the Company’s Revolving Facility were outweighed by $40.0 million of repayments of amounts outstanding under the Company’s Revolving Facility, $13.8 million in stock repurchases, $4.3 million in payments under the terms of a finance lease, $3.6 million in earnout payments on contingent liabilities, a $3.1 million decrease in amounts due to seller, $1.8 million paid for the acquisition of a non-controlling interest, $1.3 million in payments of dividends to non-controlling interests and $1.2 million in payments for taxes related to shares withheld for employee taxes.

During the year ended December 31, 2023, cash provided by financing activities was $1.1 million, including $25.0 million in proceeds from the Company’s Revolving Facility and $1.6 million in proceeds from the exercise of stock options, mostly offset by $4.3 million in payments under the terms of a finance lease, a $13.6 million decrease in amounts due to seller, $5.3 million in earnout payments on contingent liabilities and $2.3 million in payments for taxes related to shares withheld for employee taxes.

During the year ended December 31, 2022, cash used in financing activities was $6.2 million, including $3.7 million in the repurchase of Common Stock, $3.0 million in payments under the terms of a finance lease, a $2.5 million decrease in amounts due to seller and $0.9 million in repayments of notes payable, which were partially offset by $2.1 million in non-controlling interest contributions and $2.0 million in proceeds from the exercise of stock options.

During the year ended December 31, 2025, cash used by financing activities was $50.8 million, as the Company spent $30.0 million on the repayment of the Prior Revolving Facility, spent approximately $10.8 million on its share repurchase program, made $5.4 million in payments under the terms of a finance lease, made $2.0 million in earnout payments on contingent liabilities, paid $1.8 million in taxes related to shares withheld for employee taxes, made $0.9 million in payments due to seller, and made $0.2 million in distributions to noncontrolling interests, partially offset by $0.3 million in proceeds from notes payable.

During the year ended December 31, 2024, cash used by financing activities was $24.2 million, as $45.0 million in proceeds from the Company’s Prior Revolving Facility were outweighed by $40.0 million of repayments of amounts outstanding under the Company’s Prior Revolving Facility, $13.8 million in stock repurchases, $4.3 million in payments under the terms of a finance lease, $3.6 million in earnout payments on contingent liabilities, a $3.1 million decrease in amounts due to seller, $1.8 million paid for the acquisition of a non-controlling interest, $1.3 million in payments of distributions to non-controlling interests, $1.2 million in payments for taxes related to shares withheld for employee taxes and $0.1 million in repayments of notes payable.

During the year ended December 31, 2023, cash provided by financing activities was $1.1 million, including $25.0 million in proceeds from the Company’s Prior Revolving Facility and $1.6 million in proceeds from the exercise of stock options, mostly offset by a $13.6 million decrease in amounts due to seller, $5.3 million in earnout payments on contingent liabilities, $4.3 million in payments under the terms of a finance lease, and $2.3 million in payments for taxes related to shares withheld for employee taxes.

Future minimum annual maturities of notes payable as of December 31, 2025 are as follows (in thousands):

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Long-term portion of notes payable $ 183.8

Future minimum lease payments under finance leases as of the year ended December 31, 2024 are as follows (in millions):

Future minimum lease payments under finance leases as of December 31, 2025 are as follows (in millions):

Finance Leases

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Present value of future minimum lease payments $ 16.7

Future minimum lease payments under operating leases as of the year ended December 31, 2024 are as follows (in millions):

Future minimum lease payments under operating leases as of December 31, 2025 are as follows (in millions):

Thereafter 0.2

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GAAP”) and pursuant to the rules and regulations of the SEC.

The Consolidated Financial Statements include the accounts and operations of the Company and its wholly-owned subsidiaries.

The Consolidated Financial Statements include the accounts and operations of the Company and its subsidiaries.

All intercompany accounts and transactions are eliminated upon consolidation.

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Each such PC is established and operated pursuant to the requirements of its respective domestic jurisdiction governing the practice of medicine.

The Company provides each PC with everything the PC needs to operate except for clinicians, which the PC is responsible for.

The Company provides each PC with everything the PC needs to operate except for clinicians, for which the PC is responsible.

Without the administrative services, software, intellectual property and administrative personnel (among other things) provided by the Company, the PCs could not carry out their businesses.

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Net loss for the Company’s VIEs were $10,063,362, $231,952 and $235,976 for the years ended December 31, 2025, 2024 and 2023, respectively.

The total assets amounted to $20,837,325 and $4,364,274 on December 31, 2024 and 2023, respectively.

Total liabilities were $21,516,860 and $4,811,857 on December 31, 2024 and 2023, respectively.

The Company’s VIEs total stockholders’ deficit were $679,535 and $447,583 on December 31, 2024 and 2023, respectively.

The total assets, exclusive of intercompany assets, amounted to $7,039,301 and $3,122,209 as of December 31, 2025 and 2024, respectively.

Total liabilities, exclusive of intercompany liabilities, were $17,782,198 and $3,801,744 as of December 31, 2025 and 2024, respectively.

The Company’s VIEs total stockholders’ deficit were $10,742,897 and $679,535 as of December 31, 2025 and 2024, respectively.

Self-Insurance Reserves

The Company self-insures a number of risks, including, but not limited to, workers’ compensation, general liability, auto liability and certain employee-related healthcare benefits.

The Company self-insures a number of risks, including, but not limited to, workers’ compensation, auto liability and certain employee-related healthcare benefits.

Standard actuarial procedures and data analysis are used to estimate the liabilities associated with these risks on an undiscounted basis.

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On a regular basis, the liabilities are evaluated for appropriateness with claims reserve valuations.

To limit exposure to some risks, the Company maintains insurance coverage with varying limits and retentions, including stop-loss insurance coverage for workers’ compensation, general liability and auto liability.

Fair Value of Financial Instruments

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Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2025, 2024 and 2023 .

For certain financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, restricted cash, accounts payable and accrued expenses, and due to seller, the carrying amounts approximate their fair values as it is short term in nature.

The notes payable are presented at their carrying value, which, based on borrowing rates currently available to the Company for loans with similar terms, approximates its fair values.

For certain financial instruments, including cash, accounts receivable, prepaid expenses, other current assets, restricted cash, accounts payable, accrued expenses and due to seller, the carrying amounts approximate their fair values as it is short term in nature.

The notes payable are presented at their carrying value, which, based on borrowing rates currently available to the Company for loans with similar terms, approximates their fair values.

The Company’s cash equivalents, restricted cash equivalents and restricted investments are valued at quoted market prices in active markets for similar assets, which the Company receives from the financial institutions that hold such investments on its behalf.

This fair value determination is categorized as Level 1 within the fair value hierarchy.

Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value.

Future changes in fair value of the contingent consideration, as a result of changes in significant inputs such as the discount rate and estimated probabilities of financial milestone achievements, could have a material effect on the Consolidated Statements of Operations and Comprehensive Income and Consolidated Balance Sheets in the period of the change.

Future changes in fair value of the contingent consideration, as a result of changes in significant inputs such as the discount rate and estimated probabilities of financial milestone achievements, could have a material effect on the Consolidated Statements of Operations and Comprehensive (Loss) Income and Consolidated Balance Sheets in the period of the change.

Accounts Receivable

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Accounts receivable are net of insurance provider contractual allowances, which are estimated at the time of billing based on contractual terms or other arrangements.

The Company maintains an allowance for credit losses for accounts receivable, net which is recorded as an offset to accounts receivable, net and changes in this allowance are recorded within general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The carrying amount of accounts receivable represents the maximum credit risk exposure of these assets.

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The Company assesses collectability by aggregating and reviewing accounts receivable on a collective basis for customers that share similar risk characteristics.

Additionally, when accounts receivable do not share risk characteristics with other accounts receivables, management will evaluate such accounts receivable for expected credit loss on an individual specific identification basis when the Company identifies specific customers with known disputes or collectability issues.

Due to the short-term nature of the Company’s accounts receivables, the estimate of expected credit loss is based on the aging of accounts using an aging schedule as of period ends.

Additionally, when accounts receivable do not share risk characteristics with other accounts receivable, management will evaluate such accounts receivable for expected credit loss on an individual specific identification basis when the Company identifies specific customers with known disputes or collectability issues.

Due to the short-term nature of the Company’s accounts receivable, the estimate of expected credit loss is based on the aging of accounts using an aging schedule as of period ends.

In determining the amount of the allowance for credit losses, the Company considers historical collection history based on past due status, the current aging of receivables, customer-specific credit risk factors including their current financial condition, current market conditions, and probable future economic conditions which inform adjustments to historical loss patterns.

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The Company accounts for its business combinations under the provisions of ASC 805-10, Business Combinations (“ASC 805-10”), which requires that the acquisition method of accounting be used for all business combinations.

Assets acquired and liabilities assumed, including noncontrolling interests, are recorded at the date of acquisition at their respective fair values.

Assets acquired and liabilities assumed, including noncontrolling interests, are recorded at the date of

acquisition at their respective fair values.

ASC 805-10 also specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill.

Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination.

If the business combination provides for contingent consideration, the Company

records the contingent consideration at fair value at the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement-period adjustments.

If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement-period adjustments.

Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows:

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(ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations;

(iii) current, historical or projected deterioration of our financial performance;

or (iv) a sustained decrease in our market capitalization, as indicated by our publicly quoted share price, below our net book value.

On February 3, 2023, Ambulnz Health, LLC (“Health”), commenced an assignment for the benefit of creditors (“ABC”) pursuant to California law.

An ABC is a liquidation process governed by state law (California law in this instance) that is an alternative to a bankruptcy case under federal law.

Prior to commencing the ABC, Health ceased business operations and all of its employees were terminated and treated in accordance with California law.

In the ABC, all of Health’s assets were transferred to an assignee (the “Assignee”) who acts as a fiduciary for creditors and in a capacity equivalent to that of a bankruptcy trustee.

The Assignee is responsible for liquidating the assets.

Similar to a bankruptcy case, there is a claims process.

Creditors of Health received notice of the ABC and a proof of claim form and were required to submit a proof of claim in order to participate in distribution of net liquidation proceeds by the Assignee.

Based on such filing for Health, the Company impaired the goodwill assigned to that reporting unit as of December 31, 2022 by approximately $5.1 million.

(iii) current, historical or projected deterioration of the Company’s financial performance;

or (iv) a sustained decrease in the Company’s market capitalization, as indicated by our publicly quoted share price, below its net carrying value.

Revenue Recognition

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The Company has utilized the “right to invoice” expedient, which allows an entity to recognize revenue in the amount of consideration to which the entity has the right to invoice when the amount that the Company has the right to invoice corresponds directly to the value transferred to the customer.

Revenues are recorded net of an estimated contractual allowances for claims subject to contracts with responsible paying entities.

The Company estimates contractual allowances at the time of billing based on contractual terms, historical collections or other arrangements.

All transaction prices are fixed and determinable, which includes a fixed base rate, fixed mileage rate and an evaluation of historical collections by each payor.

The transaction price associated with the Company’s contracts with customers is generally determined based on fixed and determinable amounts of consideration as specified in a contract, which includes a fixed base rate and fixed

mileage rate.

For transportation services arrangements with billings to third party payors and healthcare facilities, this may also include variable consideration in instances where it is considered probable that a significant reversal of cumulative revenue recognized will not occur.

For these services, revenues are recorded net of estimated contractual allowances for claims subject to contracts with responsible paying entities.

The Company estimates contractual allowance at the time of billing based on contractual terms, historical collections or other arrangements.

The Company also estimates the amount unbilled at month end and recognizes such amounts as revenue, based on available data and customer history.

The Company utilizes the expected value method when estimating its variable consideration.

The assumptions utilized in estimating variable consideration include the Company’s previous experience with similar contracts and history of collection rates on prior trips that have been performed.

The Company reevaluates its variable consideration at each reporting period.

Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis