What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-27 compared with 2024-02-28 · 492 added, 387 removed, 923 unchanged (49% of the section changed)

2 unchanged sentences

Index to the Consolidated Financial Statements

Report s of Independent Registered Public Accounting Firm (PCAOB ID:

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 202 4 and 20 2 3

42 unchanged sentences

As described in Note 2 to the consolidated financial statements, the Company recorded transport services revenue of approximately $193.4 million.

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

Transport revenues are recorded net of 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 and historical collections by each payor and geographical location.

The principal considerations for our determination that performing procedures relating to the transport revenue is a critical audit matter are the significant judgement by management in determining the lookback periods of historical collections which led to a high level of auditor judgment, subjectivity, and effort in performing procedures.

The principal considerations for our determination that performing procedures relating to the transport revenue is a critical audit matter are the significant judgements by management in determining the lookback periods of historical collections which led to a high level of auditor judgment, subjectivity, and effort in performing procedures.

The primary procedures we performed to address this critical audit matter included:

• Testing the effectiveness of controls relating to transport services revenue recognition.

• Testing the Company’ process included (i) selected a sample of transactions and verified the transport service has been performed (ii) obtained supporting cash collections for a sample of transactions (iii) obtained the Company’s historical collections for recent completed services, verified the receipts and recalculated the applied historical rate to the recorded revenue (iv) obtained the Company’s historical collections and verified these collections to ensure appropriate reserves for unpaid, open services.

• Testing the Company’s process included (i) selected a sample of transactions and verified the transport service has been performed (ii) obtained supporting cash collections for a sample of transactions (iii) obtained the Company’s historical collections for recent completed services, verified the receipts and recalculated the applied historical rate to the recorded revenue (iv) obtained the Company’s historical collections and verified these collections to ensure appropriate reserves for unpaid, open services.

/s/ Urish Popeck & Co., LLC

36 unchanged sentences

Cash and cash equivalents $ 89,241,695 $ 59,286,147

Accounts receivable, net of allowance of $ 6,276,454 and $ 7,818,702 as of December 31, 2023 and December 31, 2022, respectively

Accounts receivable, net of allowance for credit loss of $ 5,873,942 and $ 6,276,454 as of December 31, 2024 and December 31, 2023, respectively

210,899,926 262,083,462

Assets held for sale — 4,480,344

Prepaid expenses and other current assets 4,344,642 17,499,953

6 unchanged sentences

Finance lease right-of-use assets 15,337,299 12,003,919

Equity method investments 553,573 597,977

Investments 5,547,979 553,573

Deferred tax assets 8,422,034 11,888,539

10 unchanged sentences

Operating lease liability, current 3,844,561 2,773,020

Liabilities held for sale — 4,480,344

Finance lease liability, current 4,694,467 3,534,073

12 unchanged sentences

Accumulated deficit ( 1,402,167 ) ( 21,394,310 )

and Subsidiaries

CONSOLIDATED BALANCE SHEETS (CONTINUED)

Accumulated other comprehensive income 1,221,869 1,484,905

18 unchanged sentences

Income from operations 28,688,726 15,054,980 21,831,628

Other income:

Interest income (expense), net 1,684,399 762,685 ( 763,030 )

Other (expense) income:

Interest (expense) income, net ( 1,929,207 ) 1,684,399 762,685

Gain on remeasurement of warrant liabilities — — 1,127,388

Change in fair value of contingent liability 9,392,133 1,437,525 —

Finite-lived intangible asset impairment ( 8,306,591 ) — —

Goodwill impairment — — ( 2,921,958 )

(Loss) gain on equity method investments ( 316,044 ) ( 343,336 ) 8,919

1 unchanged sentence

Gain on bargain purchase — — 1,593,612

Gain from PPP loan forgiveness — — 142,667

Loss on disposal of fixed assets ( 852,544 ) ( 21,173 ) ( 34,342 )

Goodwill impairment — ( 2,921,958 ) —

Other expense ( 686,865 ) ( 987,482 ) ( 40,086 )

Total other income 1,238,313 950,264 4,437,887

Net income before (provision for) benefit from income tax 16,293,293 22,781,892 19,795,185

Gain (loss) on disposal of fixed assets 23,682 ( 852,544 ) ( 21,173 )

Other income (expense) 228,666 ( 686,865 ) ( 987,482 )

Total other (expense) income ( 939,724 ) 1,238,313 950,264

Net income before income tax expense 27,749,002 16,293,293 22,781,892

(Provision for) benefit from income taxes ( 14,388,422 ) ( 6,244,965 ) 7,961,321

Net income 13,360,580 10,048,328 30,743,213

Net income (loss) attributable to noncontrolling interests 3,189,873 ( 3,841,285 ) ( 4,564,270 )

Net (loss) income attributable to noncontrolling interests ( 6,631,563 ) 3,189,873 ( 3,841,285 )

Net income attributable to stockholders of DocGo Inc.

12 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Series A Preferred Stock Class A Common Stock Class B Common Stock Additional

Common Stock Additional

Capital Accumulated

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Stockholders’

Shares Amount Shares Amount Shares Amount

Balance - December 31, 2020 28,055 $ — 35,497 $ — 55,008 $ — $ 142,346,852 $ ( 87,300,472 ) $ ( 48,539 ) $ 11,949,200 $ 66,947,041

Effect of reverse acquisition 18,099,548 — 22,900,719 — 35,488,938 — — — — — —

Conversion of share due to merger recapitalization ( 18,099,548 ) — ( 22,900,719 ) 7,649 ( 35,488,938 ) — — — — — 7,649

Effect of reverse acquisition — — 76,489,205 7,649 — — 142,346,852 ( 87,300,472 ) ( 48,539 ) 11,949,200 66,954,690

Share issued for services — — 171,608 17 — — — — — — 17

Exercise of cashless warrants — — 1,817,507 182 — — — — — — 182

Issuance of shares net redemption and issuance costs of $ 9,566,304

— — 5,297,097 530 — — 43,404,558 — — — 43,405,088

PIPE, net of issuance costs of $ 10,396,554

— — 12,500,000 1,250 — — 114,602,318 — — — 114,603,568

Exercise of stock options — — 1,235,131 123 — — 628,469 — — — 628,592

Stock based compensation — — — — — — 1,376,353 — — — 1,376,353

Fair value of Warrants from reverse acquisition — — — — — — ( 18,717,998 ) — — — ( 18,717,998 )

Shares purchase — — 50,192 5 — — ( 479,336 ) — — ( 242,945 ) ( 722,276 )

Sponsor Earnout shares — — 2,573,213 257 — — — — — — 257

Noncontrolling interest contribution — — — — — — — — — 333,025 333,025

Foreign currency translation — — — — — — — — 16,038 — 16,038

Net loss attributable to noncontrolling interests — — — — — — — — — ( 4,564,270 ) ( 4,564,270 )

Net income attributable to stockholders of DocGo Inc.

and Subsidiaries — — — — — — — 23,743,758 — — 23,743,758

Shares Amount

Balance - December 31, 2021 100,133,953 $ 10,013 $ 283,161,216 $ ( 63,556,714 ) $ ( 32,501 ) $ 7,475,010 $ 227,057,024

1 unchanged sentence

Noncontrolling interest contribution — — — — — 2,063,000 2,063,000

— — — — — — — — — 2,063,000 2,063,000

Common stock repurchased ( 536,839 ) ( 54 ) ( 3,731,658 ) — — — ( 3,731,712 )

— — ( 536,839 ) ( 54 ) — — ( 3,731,658 ) — — — ( 3,731,712 )

Exercise of stock options 1,053,401 105 1,980,674 — — — 1,980,779

12 unchanged sentences

Acquisition of CRMS 117,330 12 1,000,000 — — — 1,000,012

and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED)

Acquisition of FMC NA 360,145 36 ( 1,432,963 ) 649,167 — ( 3,213,956 ) ( 3,997,716 )

9 unchanged sentences

Balance - December 31, 2023 104,055,168 $ 10,406 $ 320,693,866 $ ( 21,394,310 ) $ 1,484,905 $ 4,376,089 $ 305,170,956

Common stock repurchased ( 3,647,342 ) 0 ( 365 ) ( 13,755,906 ) — — — ( 13,756,271 )

Stock-based compensation 1,205,461 120 13,137,405 — — — 13,137,525

Shares withheld for taxes ( 297,313 ) ( 30 ) ( 1,168,847 ) — — — ( 1,168,877 )

Exercise of stock options 16,559 2 26,328 — — — 26,330

CRMS True-up Payment 578,350 58 1,814,287 — — — 1,814,345

Acquisition of Ambulnz CO — — 340,450 — — ( 2,188,450 ) ( 1,848,000 )

Net loss attributable to noncontrolling interests — — — — — ( 6,631,563 ) ( 6,631,563 )

Dividends paid to noncontrolling interest — — — — — ( 1,294,422 ) ( 1,294,422 )

Foreign currency translation — — — — ( 263,036 ) — ( 263,036 )

Net income attributable to stockholders of DocGo Inc.

and Subsidiaries — — — 19,992,143 — — 19,992,143

Balance - December 31, 2024 101,910,883 $ 10,191 $ 321,087,583 $ ( 1,402,167 ) $ 1,221,869 $ ( 5,738,346 ) $ 315,179,130

The accompanying notes are an integral part of these Consolidated Financial Statements.

4 unchanged sentences

Net income $ 13,360,580 $ 10,048,328 $ 30,743,213

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Adjustments to reconcile net income to net cash provided by

(used in) operating activities:

Depreciation of property and equipment 5,606,818 4,829,780 4,114,346

1 unchanged sentence

Amortization of finance lease right-of-use assets 4,617,262 6,352,754 3,236,418

Loss on disposal of assets 852,544 21,173 34,342

(Gain) loss on disposal of assets ( 23,682 ) 852,544 21,173

Deferred income tax 3,466,505 ( 1,981,519 ) ( 9,957,967 )

Gain from PPP loan forgiveness — — ( 142,667 )

Loss (gain) on equity method investments 316,044 343,336 ( 8,919 )

1 unchanged sentence

Stock-based compensation 13,634,086 20,969,174 8,054,571

Loss on remeasurement of operating and finance leases 866 ( 1,388,273 ) ) —

Loss (gain) on remeasurement of operating and finance leases 32,363 866 ( 1,388,273 )

Loss on liquidation of business — 70,284 —

1 unchanged sentence

Gain on bargain purchase — — ( 1,593,612 )

Finite-lived intangible asset impairment 8,306,591 — —

Goodwill impairment — — 2,921,958

7 unchanged sentences

Accrued liabilities ( 41,940,373 ) 58,968,844 ( 5,964,064 )

Net cash (used in) provided by operating activities ( 64,221,878 ) 28,869,901 ( 1,947,420 )

Net cash provided by (used in) operating activities 70,337,070 ( 64,221,878 ) 28,869,901

CASH FLOWS FROM INVESTING ACTIVITIES:

3 unchanged sentences

Equity method investments ( 310,450 ) ( 298,932 ) —

Investment in equity securities ( 5,000,000 ) — —

Proceeds from disposal of property and equipment 274,427 747,088 3,000

Acquisition of leased assets — — ( 50,504 )

Net cash used in investing activities ( 10,872,272 ) ( 29,881,530 ) ( 38,447,971 )

4 unchanged sentences

Due to seller ( 3,118,595 ) ( 13,590,382 ) ( 2,535,521 )

Acquisition of noncontrolling interest ( 1,848,000 ) — —

Earnout payments on contingent liabilities ( 3,608,553 ) ( 5,266,681 ) —

Dividends paid to noncontrolling interest ( 1,294,422 ) — —

Noncontrolling interest contributions — — 2,063,000

Proceeds from exercise of stock options 1,581,183 1,980,585 628,592

Acquisition of UK Ltd remaining 20% shares — — ( 479,331 )

and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

Proceeds from exercise of stock options 26,330 1,581,183 1,980,585

Payments for taxes related to shares withheld for employee taxes ( 1,168,877 ) ( 2,308,954 ) —

2 unchanged sentences

Payments on obligations under finance lease ( 4,334,463 ) ( 4,270,553 ) ( 2,985,568 )

Issuance costs related to merger recapitalization — — ( 19,961,460 )

Proceeds from issuance of Class A common stock, net of transaction cost — — 178,102,313

Net cash provided (used) in financing activities 1,118,687 ( 6,179,818 ) 155,206,476

Net cash (used in) provided by financing activities ( 24,154,838 ) 1,118,687 ( 6,179,818 )

Effect of exchange rate changes on cash and cash equivalents ( 190,639 ) 1,093,633 761,232

Net (decrease) increase in cash and restricted cash ( 91,891,088 ) ( 14,996,656 ) 144,648,457

Net increase (decrease) in cash and restricted cash 35,119,321 ( 91,891,088 ) ( 14,996,656 )

Cash and restricted cash at beginning of period 72,217,986 164,109,074 179,105,730

6 unchanged sentences

Right-of-use assets obtained in exchange for lease liabilities $ 13,973,620 $ 7,621,538 $ 5,035,201

Remeasurement of finance lease right-of-use asset due to lease modification $ 300,000 $ — $ —

Fixed assets acquired in exchange for notes payable $ — $ — $ 923,377

Gain from PPP loan forgiveness $ — $ — $ 142,667

Due to seller non-cash $ — $ — $ 434,494

Supplemental non-cash investing and financing activities:

Acquisition of remaining FMC NA through due to seller and issuance of stock $ — $ 7,000,000 $ —

Acquisition of CRMS through issuance of stock $ — $ 1,000,000 $ —

CRMS True-up Payment through issuance of stock $ 1,814,345 $ — $ —

Receivable exchanged for trade credits $ — $ 1,500,000 $ —

Pre-acquisition receivables written off through due to seller $ 4,675,758 $ — $ —

Reconciliation of cash and restricted cash

10 unchanged sentences

to DocGo Inc.

As contemplated by the Merger Agreement and as described in the Company’s definitive proxy statement/consent solicitation/prospectus filed with the U.S.

Securities and Exchange Commission (the “SEC”) on October 14, 2021, Merger Sub merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation.

As a result of the Business Combination, Ambulnz became a wholly owned subsidiary of the Company and each share of Series A preferred stock of Ambulnz, no par value, Class A common stock of Ambulnz, no par value, and Class B common stock of Ambulnz, no par value, was cancelled and converted into the right to receive a portion of the merger consideration issuable as common stock of the Company, par value $ 0.0001 (“Common Stock”), pursuant to the terms and conditions set forth in the Merger Agreement.

In connection with the Business Combination, the Company raised $ 158,000,000 of net proceeds.

This amount consisted of (i) $ 43,400,000 of cash held in the Company’s trust account established in connection with its initial public offering, net of the Company’s transaction costs and underwriters’ fees of $ 9,600,000 , and (ii) $ 114,600,000 of cash from the sale of shares of Common Stock to certain investors at a price of $ 10.00 per share in a private placement that closed concurrently with the Business Combination (the “PIPE Financing”), net of $ 10,400,000 in transaction costs in connection with the PIPE Financing.

These transaction costs consisted of banking, legal, and other professional fees, which were recorded as a reduction to additional paid-in capital.

The Company 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 and healthcare transportation in major metropolitan cities in the United States (“U.S.”) and the United Kingdom (“U.K.”).

Pursuant to the Merger Agreement and as described in the Company’s definitive proxy statement/consent solicitation/prospectus filed with the U.S.

Securities and Exchange Commission (the “SEC”) on October 14, 2021, Merger Sub merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation and becoming a wholly owned subsidiary of the Company.

Ambulnz was originally formed in Delaware on June 17, 2015 as Ambulnz, LLC, a limited liability company.

1 unchanged sentence

Ambulnz is the sole owner of Ambulnz Holdings, LLC (“Holdings”), which was formed in the state of Delaware on August 5, 2015 as a limited liability company.

Holdings is the owner of multiple operating entities incorporated in various states in the U.S.

as well as within England and Wales, U.K.

Holdings is the owner of multiple operating entities incorporated in various states in the United States (“U.S.”) as well as within England and Wales, United Kingdom (“U.K.”).

The Company is a mobile healthcare services company that uses proprietary dispatch and communication technology to help provide (i) quality mobile, in-person medical treatment directly to patients in the comfort of their homes, workplaces and other non-traditional locations and (ii) healthcare transportation in major metropolitan cities in the U.S.

The Company conducts business in three operating segments:

5 unchanged sentences

Net revenue from Transportation Services is derived from the transportation of patients based on billings to third party payors and healthcare facilities.

The Company’s Corporate segment primarily represents shared services and personnel that support both the Transportation Services and Mobile Health Services segments.

The Company’s Corporate segment primarily represents shared services and personnel that support both the Mobile Health Services and Transportation Services segments.

It contains operating expenses such as information technology costs, certain insurance costs and the compensation costs of senior and executive leadership.

None of the Company’s revenues or cost of revenues are reported within the Corporate segment.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Summary of Significant Accounting Policies

6 unchanged sentences

All intercompany accounts and transactions are eliminated upon consolidation.

Noncontrolling interests on the Consolidated Financial Statements represent a portion of consolidated joint ventures and a variable interest entity in which the Company does not have direct equity ownership.

Certain amounts in the prior years’ consolidated statements of changes in stockholders’ equity and statements of cash flows have been reclassified to conform to the current year presentation.

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S.

GAAP (the “Reverse Recapitalization”).

Under this method of accounting, the Company was treated as the “acquired” company for financial reporting purposes.

Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Ambulnz stock for the net assets of the Company, accompanied by a recapitalization.

The net assets of the Company are stated at historical cost, with no goodwill or other intangible assets recorded.

The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Ambulnz.

The shares and corresponding capital amounts and earnings per share available for common stockholders prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio ( 645.1452 to 1) established in the Business Combination.

Further, Ambulnz was determined to be the accounting acquirer in the transaction, and as such, the acquisition is considered a business combination under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) and was accounted for using the acquisition method of accounting.

In accordance with ASC 810, Consolidation (“ASC 810”), the Company assesses whether it has a variable interest in legal entities in which it has a financial relationship and, if so, whether or not those entities are variable interest entities (“VIEs”).

Noncontrolling interests (“NCI“) on the Consolidated Financial Statements represent a portion of consolidated joint ventures and variable interest entities (“VIEs“)

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

in which the Company does not have direct equity ownership.

Certain amounts in the prior years’ Consolidated Statements of Changes in Stockholders’ Equity and Consolidated Statements of Cash Flows have been reclassified to conform to the current year presentation.

In accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”), the Company assesses whether it has a variable interest in legal entities in which it has a financial relationship and, if so, whether or not those entities are VIEs.

For those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE, and if so, to consolidate the VIE.

The Company holds variable interests in legal entities, which contract with physicians and other health professionals in order to provide services to the Company.

These entities are considered VIEs since they do not have sufficient equity to finance their activities without additional subordinated financial support.

An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it is the primary beneficiary, meaning it has (1) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits).

The Company has the power and rights to control all activities of its VIEs and funds and absorbs all losses of its VIEs.

The Company has determined that it is the primary beneficiary of its VIEs and therefore appropriately consolidates its VIEs.

Net loss for the Company’s VIEs were $ 235,976 , $ 373,456 and $ 122,982 for the years ended December 31, 2023, 2022 and 2021, respectively.

The total assets amounted to $ 4,364,274 and $ 610,553 on December 31, 2023 and 2022, respectively.

The Company has entered into management services agreements (“MSAs”) with professional corporations (“PCs”) that employ or contract with physicians and other health professionals in order to provide healthcare services to the public.

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.

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.

Moreover, the PCs do not have sufficient equity to finance their activities without additional subordinated financial support.

Based on the foregoing, these entities are considered VIEs, and an enterprise having a controlling financial interest in a VIE must consolidate the VIE if it is the primary beneficiary, meaning it has (1) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits).

In accordance with corporate practice of medicine restrictions, all clinical treatment decisions are made solely by licensed healthcare professionals engaged by the PCs.

Nevertheless, the PCs cannot operate without the Company through the MSAs;

therefore the Company significantly impacts the economic performance of the PCs and funds and absorbs all losses of its VIEs.

The Company has therefore determined that it is the primary economic beneficiary of the PCs and appropriately consolidates them as VIEs.

Net loss for the Company’s VIEs wer e $ 231,952 , $ 235,976 and $ 373,456 for the years ended December 31, 2024, 2023 and 2022, respectively.

The total assets amounted to $ 20,837,325 an d $ 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 $ 447,583 and $ 290,130 on December 31, 2023 and 2022, respectively.

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

Foreign Currency

1 unchanged sentence

The functional currency of our foreign operation is the British pound.

Assets and liabilities of foreign operations denominated in local currencies are translated at the spot rate in effect at the applicable reporting date, except for equity accounts which are translated at historical rates.

Assets and liabilities of the Company’s foreign operation denominated in the British pound are translated at the spot rate in effect at the applicable reporting date, except for equity accounts which are translated at historical rates.

The Consolidated Statements of Operations and Comprehensive Income are translated at the weighted average rate of exchange during the applicable period.

The resulting unrealized cumulative translation adjustment for the years ended December 31, 2024, 2023 and 2022 were $( 263,036 ), $ 743,699 , and $ 773,707 , respectively.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in its financial statements and the reported amounts of expenses during the reporting period.

The most significant estimates in the Company’s financial statements relate to revenue recognition related to the allowance for doubtful accounts, stock-based compensation, calculations related to the incremental borrowing rate for the Company’s lease agreements, estimates related to ongoing lease terms, software development costs, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, business combinations, reserve for losses within the Company’s insurance deductibles, income taxes, and deferred income tax.

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses;

the disclosure of contingent assets and liabilities in its financial statements and the reported amounts of expenses during the reporting period.

The most significant estimates in the Company’s financial statements relate to revenue recognition related to the allowance for credit loss, stock-based compensation, calculations related to the incremental borrowing rate for the Company’s lease agreements, estimates related to ongoing lease terms, software development costs, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, business combinations, contingent consideration, reserve for losses within the Company’s insurance deductibles, income taxes, and deferred income tax.

These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources.

1 unchanged sentence

To the extent there are material differences between the estimates and actual results, the Company’s future results of operations could be adversely affected.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Self-Insurance Reserves

11 unchanged sentences

The Company had one customer that accounted for approximately 38 % of revenues and 39 % of net accounts receivable and another customer that accounted for 28 % of revenues and 37 % of net accounts receivable for the year ended December 31, 2024.

The Company had one customer that accounted for approximately 35 % of revenues and 45 % of net accounts receivable for the year ended December 31, 2022.

The Company had one customer that accounted for approximately 40 % of revenues and 42 % of net accounts receivable and another customer that accounted for 21 % of revenues and 40 % of net accounts receivable for the year ended December 31, 2023.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company had one customer that accounted for approximately 35 % of revenues and 45 % of net accounts receivable for the year ended December 31, 2022.

The Company had one vendor that accounted for approximately 17 %, 14 % and 12 % of total cost for the years ended December 31, 2024, 2023 and 2022 , respectively.

11 unchanged sentences

Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash in the Consolidated Balance Sheets.

Restricted cash is classified as either a current or non-current asset depending on the restriction period.

The Company is required to pledge or otherwise restrict a portion of cash and cash equivalents as collateral for self-insurance exposures, transportation equipment leases and a standby letter of credit as required by its insurance carrier (see Notes 9 and 15).

Restricted cash is classified as either a current or non-current asset depending on the

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

restriction period.

The Company is required to pledge or otherwise restrict a portion of cash and cash equivalents as collateral for self-insurance exposures, and a standby letter of credit as required by its insurance carrier (see Note 10).

The Company utilizes a combination of insurance and self-insurance programs, including a wholly-owned captive insurance entity, to provide for the potential liabilities for certain risks, including workers’ compensation, automobile liability, general liability and professional liability.

1 unchanged sentence

The Company has commercial insurance in place for catastrophic claims above its deductible limits.

ARM Insurance, Inc.

a Vermont-based wholly-owned captive insurance subsidiary of the Company, charges the operating subsidiaries premiums to insure the retained workers’ compensation, automobile liability, general liability and professional liability exposures.

ARM Insurance, Inc., a Vermont-based wholly-owned captive insurance subsidiary of the Company, charges the operating subsidiaries premiums to insure the retained workers’ compensation, automobile liability, general liability and professional liability exposures.

Pursuant to Vermont insurance regulations, ARM Insurance, Inc.

8 unchanged sentences

Quoted prices in active markets for identical assets or liabilities.

and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

4 unchanged sentences

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 financial milestone 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.

During the year ended December 31, 2022, the Company recorded $ 4,000,000 in contingent consideration in connection with the acquisition by Holdings of Ryan Bros.

Fort Atkinson, LLC (“Ryan Brothers”) to be paid based on the completion of certain performance obligations over a 24-month period.

During the year, the Company recorded a change in fair value of contingent consideration in the amount of $ 338,956 and made a payment of $ 1,840,026 .

As of December 31, 2023, the remaining contingent liability balance was $ 1,821,018 (see Note 4).

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.

Contingent Consideration

In connection with the acquisition of Ryan Bros.

Fort Atkinson, LLC (“Ryan Brothers”), the Company recorded $ 4,000,000 in contingent consideration to be paid based on the completion of certain performance obligations over a 24-month period.

The Company recorded a change in fair value of contingent consideration in the amount of $ 187,506 and

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$( 338,956 ) for the years ended December 31, 2024 and 2023, respectively.

The Company did not record a change in fair value of contingent consideration for the year ended December 31, 2022.

During the year ended December 31, 2023, the Company made a payment for the first installment due on the contingent liability in the amount of $ 1,840,026 and paid the remaining $ 2,008,524 as of December 31, 2024.

There was no estimated contingent consideration amount payable for Ryan Brothers as of December 31,2024 and an estimated contingent consideration of $ 1,821,018 as of December 31, 2023 (see Note 4).

In connection with the acquisition of Exceptional Medical Transportation, LLC (“Exceptional”), the Company also agreed to pay up to $ 2,000,000 in contingent consideration upon meeting certain performance conditions within two years of the closing date of such acquisition.

During the year, the Company recorded a change in fair value of contingent consideration in the amount of $ 374,044 and made a payment of $ 426,655 .

The estimated contingent consideration amount for Exceptional was $ 279,301 and $ 1,080,000 as of December 31, 2023 and December 31, 2022 , respectively (see Note 4).

During the year ended December 31, 2022, the Company also recorded $ 2,475,540 estimated contingent consideration in connection with the acquisition by Holdings of Location Medical Services, LLC (“LMS”) to be paid upon LMS meeting certain performance conditions in 2023.

The Company recorded a change in fair value of contingent consideration in the amount of $ 2,000,312 and recorded $ 129,599 as a result of foreign exchange movement.

The outstanding balance as of December 31, 2023 was $ 604,827 (see Note 4).

In connection with the acquisition by Holdings of Government Medical Services, LLC (“GMS”), the Company recorded $ 3,000,000 in contingent consideration to be paid upon GMS meeting certain performance conditions within a year of the closing date of such acquisition.

During the year, the Company made a $ 3,000,000 payment to settle the contingent liability balance as of December 31, 2023.

As of December 31, 2022, there was a balance of $ 3,000,000 (see Note 4).

In connection with the acquisition by Holdings of Cardiac RMS, LLC (“CRMS”), the Company recorded $ 15,822,190 in contingent consideration to be paid out over 36 months for the remaining 49 % equity of CRMS, based on CRMS’ attainment of full-year EBITDA targets.

The Company recorded a change in fair value of contingent consideration in the amount of $ 1,265,645 for the year ended December 31, 2023.

As of December 31, 2023, there was a remaining contingent liability balance of $ 17,087,835 (see Note 4).

Accounts Receivable

The Company contracts with hospitals, healthcare facilities, businesses, state and local government entities, and insurance providers to provide Mobile Health Services and to transport patients at specified rates.

These rates are either on a per procedure or per transport basis, or on an hourly or daily basis.

Accounts receivable consist of billings for transportation and healthcare services provided to patients.

Billings typically are either paid or settled on the patient’s behalf by health insurance providers, managed care organizations, treatment facilities, government sponsored programs or businesses, or by patients directly.

Accounts receivable are net of insurance provider contractual allowances, which are estimated at the time

The Company recorded a change in fair value of contingent consideration in the amount of $( 13,763 ) and $( 374,044 ) for the years ended December 31, 2024 and 2023, respectively.

The Company did not record a change in fair value of contingent consideration for the year ended December 31, 2022.

During the year ended December 31, 2023, the Company made a payment for the first installment due on the contingent liability in the amount of $ 426,655 .

The estimated contingent consideration amount payable for Exceptional was $ 265,538 and $ 279,301 as of December 31, 2024 and 2023, respectively (see Note 4).

In connection with the acquisition of Location Medical Services, LLC (“LMS”), the Company recorded $ 2,475,540 in contingent consideration to be paid upon LMS meeting certain performance conditions in 2023.

The Company did not record a change in fair value of contingent consideration for the year ended December 31, 2024, recorded a change in fair value of contingent consideration in the amount of $( 2,000,312 ) for the year ended December 31, 2023, and did not record a change in fair value of contingent consideration for the year ended December 31, 2022.

Additionally, the Company recorded foreign exchange movements of $( 4,798 ) and $ 129,599 for the years ended December 31, 2024 and 2023, respectively.

The Company did not record any foreign exchange movements for the year ended December 31, 2022.

On April 2, 2024, the Company paid the remaining contingent consideration balance in the amount of $ 600,029 .

There was no remaining contingent liability bal ance as of December 31, 2024 and a contingent liability balance of $ 604,827 as of December 31, 2023 (see Note 4).

In connection with the acquisition of Cardiac RMS, LLC (“CRMS”), the Company recorded $ 15,822,190 in contingent consideration, consisting of an estimated true-up payment of $ 2,088,243 to be paid in 2024 based on the attainment of full-year 2023 EBIDTA targets (the “True-Up Payment”) and estimated earn out payments amounting to $ 13,733,947 .

The earn out payments are to be paid out over 36 months, beginning in 2025, for the remaining 49 % equity of CRMS, based on CRMS’ attainment of full-year EBITDA targets.

The Company recorded a change in fair value of contingent consideration in the amount of $( 9,565,876 ) and $ 1,265,645 for the years ended December 31, 2024 and 2023, respectively.

On May 29, 2024, the Company paid a portion of the True-up Payment in the amount of $ 1,000,000 .

On July 19, 2024, the Company issued $ 1,814,345 in common stock, par value $ 0.0001 (“Common Stock”), or 578,350 shares, constituting the remainder of the True-up Payment.

The estimated contingent consideration amount payable for CRMS was $ 4,707,614 and $ 17,087,835 as of December 31, 2024 and 2023, respectively (see Note 4).

Impairment of Finite-Lived Intangible Assets

The Company evaluated its intangible assets as of December 31, 2024 and determined there was an impairment in relation to its customer relationships in CRMS.

The impairment is a result of reduced growth expectations and decreases in the estimated future cash flows of the asset group which represented a triggering event that required an evaluation of the underlying finite-lived intangible assets for impairment.

The Company used a discounted cash flow analysis to fair value the customer relationships.

This calculation contains uncertainties as they require management to make assumptions including, but not limited to, future cash flows of the asset group, an appropriate discount rate, and long-term growth rates.

This fair value determination is categorized as Level 3 within the fair value hierarchy.

As a result of this impairment, the Company recognized a non-cash impairment charge of $ 8,306,591 in the year ended December 31, 2024 in the Consolidated Statements of Operations and Comprehensive Income.

The charge was recorded as part of other income in the Company’s Consolidated Statements of Operations and Comprehensive Income and has no impact on its cash flow, liquidity or compliance with debt covenants.

Refer to Note 7.

Equity Investment Without Readily Determinable Fair Value

The Company has invested in equity securities without readily determinable fair values and has elected to measure them using the measurement alternative in accordance with ASC 321, Investments - Equity Securities (“ASC 321”).

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of billing based on contractual terms or other arrangements.

Accounts receivable are periodically evaluated for collectability based on past credit history with payors and their current financial condition.

Changes in the estimated collectability of accounts receivable are recorded in the results of operations for the period in which the estimate is revised.

Accounts receivable deemed uncollectible are offset against the allowance for uncollectible accounts.

investment is carried at cost less any impairment and adjusted to fair value if there are observable price changes for an identical or similar investment of the same issuer.

Refer to Note 8.

Accounts Receivable

These rates are either on a per procedure or per transport basis, or on an hourly or daily basis.

Accounts receivable consist of billings for healthcare and transportation services provided to patients.

The Company generally does not require collateral for accounts receivable .

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.

On a quarterly basis, in accordance with Federal Accounting Standards Board (“FASB”) ASC 326, Measurement of Credit Losses on Financial Instruments , the Company evaluates the collectability of outstanding accounts receivable balances to determine an allowance for credit loss that reflects its best estimate of the lifetime expected credit losses.

Individual uncollectible accounts are written off against the allowance when collection of the individual account does not appear probable.

Under the current expected credit loss impairment model, the Company develops and documents its allowance for credit losses on its trade receivables based on a single portfolio segment.

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.

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.

As of January 1, 2024, the Company held a beginning balance in its allowance for credit losses on accounts receivable of $ 6,276,454 .

The Company recognized an additional provision for credit losses of $ 4,384,866 and write offs of $( 4,787,379 ) during the year.

The Company’s balance in its allowance for credit losses amounted to $ 5,873,942 as of December 31, 2024 .

Property and Equipment

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Leasehold improvements Shorter of useful life of asset or lease term

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Expenditures for repairs and maintenance are charged to expense as incurred.

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The Company capitalizes acquisition-related costs and fees associated with asset acquisitions and immediately expenses acquisition-related costs and fees associated with business combinations.

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The estimated fair value of net assets to be acquired, including the allocation of the fair value to identifiable assets and liabilities, is determined using established valuation techniques.

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These events include:

(i) severe adverse industry or economic trends;

(i) severe adverse industry or

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economic trends;

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

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

In 2022, the Company reassigned all the assets at Ambulnz Health, LLC (“Health”) to assets held for sale as a result of an assignment for the benefit of creditors (“ABC”) (see Note 5).

The Company also recognized a non-cash charge of $ 2,921,958 for Goodwill impairment for the year ended December 31, 2022 in the Consolidated Statements of Operations and Comprehensive Income.

Line of Credit

The costs associated with the Company’s line of credit are deferred and recognized over the term of the line of credit as interest expense.

Derivative Warrant Liabilities

Interest expense on outstanding balances is expensed as incurred.

Derivative Liabilities

The Company does not use derivative instruments to hedge exposures to interest rate, market or foreign currency risks.

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Related Party Transactions

The Company defines related parties as affiliates of the company, entities for which investments are accounted for by the equity method, trusts for the benefit of employees, principal owners (beneficial owners of more than 10 % of the voting interest), management, and members of immediate families of principal owners or management, other parties with which the Company may deal with if one party controls or can significantly influence management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

The Company defines related parties as affiliates of the Company, entities for which investments are accounted for by the equity method, trusts for the benefit of employees, principal owners (beneficial owners of more than 10 % of the voting interest), management, members of immediate families of principal owners or management, and other parties with which the Company may deal with if one party controls or can significantly influence management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Related party transactions are recorded within operating expenses in the Consolidated Statements of Operations and Comprehensive Income.

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On January 1, 2019, the Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”).

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To determine revenue recognition for contractual arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

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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.

Nature of Our Services

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/or 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.

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Nature of the Company’s Services

Revenue is primarily derived from:

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The Company concluded that Transportation Services and any related support activities are a single performance obligation under ASC 606.

The transaction price is determined by the fixed rate usage-based fees or fixed fees which are agreed upon in the Company’s executed contracts.

As the performance associated with such services is known and quantifiable at the end of a period in which the services occurred (i.e., monthly or quarterly), revenues are typically recognized in the respective period performed.

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For large municipal customers in the Mobile Health Services segment, invoices are generally produced on a monthly basis, in arrears, and are generally due within 30-60 days of when they are submitted to the customer.

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

The majority of the Company’s Mobile Health Services and Transportation Services each represent a single performance obligation.

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For certain Mobile Health Services that have a fixed fee arrangement and are provided over time, revenue is recognized over time as the services are provided to the customer.

For Transportation Services, since the customer

For Transportation Services, since the customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, the Company satisfies performance obligations at the same time.

For Transportation Services, where the customer pays fixed rate usage-based fees, the actual usage in the period represents the best measure of progress.

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simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, the Company satisfies performance obligations at the same time.

For Transportation Services, where the customer pays fixed rate usage-based fees, the actual usage in the period represents the best measure of progress.

In the following table, revenue is disaggregated as follows:

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Primary Geographical Markets

United States $ 571,887,943 $ 419,578,082 $ 309,218,594

United Kingdom 52,400,699 20,937,664 9,499,986

$ 558,790,845 $ 571,887,943 $ 419,578,082

57,764,287 52,400,699 20,937,664

Total revenue $ 616,555,132 $ 624,288,642 $ 440,515,746

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Stock Based Compensation

The Company maintained stock incentive plans under which incentive and non-qualified stock options, restricted stock units and performance-based stock units.

The Company maintains stock incentive plans under which the Company may issue incentive and non-qualified stock options, restricted stock units and performance-based stock units.

The Company accounts for stock-based compensation using the provisions of ASC 718, Stock-Based Compensation , which requires the recognition of the fair value of stock-based compensation.

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Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock during the reporting periods.

Potential dilutive Common Stock equivalents consist of the incremental shares of Common Stock issuable upon exercise of warrants and the incremental shares issuable upon exercise of stock options.

Potential dilutive Common Stock equivalents consist of the incremental shares of Common Stock issuable upon conversion of stock options, unvested RSUs and PSUs.

In reporting periods in which the Company has a net loss, the effect is considered anti-dilutive and excluded from the diluted earnings per share calculation.

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Year Ended December 31,

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Anti-dilutive employee share-based awards excluded 7,251,625 10,638,371 9,000,750

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Equity Method Investment

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Under the equity method, the Company’s investment is initially measured at cost and subsequently increased or decreased to recognize the Company’s share of income and losses of the investee, capital contributions and distributions and impairment losses.

The Company performs a qualitative assessment annually and recognizes an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value.

On October 26, 2021, the Company acquired a 50 % interest in RND Health Services Inc.

(“RND”) for $ 655,876 .

During the year ended December 31, 2023, the Company made an additional investment amounting to $ 298,932 .

The Company’s carrying value in RND, an equity method investee, is reflected in the caption “Equity method investments” in the Condensed Consolidated Balance Sheets.

Changes in value of RND are recorded in “(Loss) gain on equity method investments” on the accompanying Consolidated Statements of Operations and Comprehensive Income.

On November 1, 2021, the Company acquired a 20 % interest in National Providers Association, LLC (“NPA”) for $ 30,000 .

Effective December 21, 2021, three members withdrew from NPA, resulting in the remaining two members obtaining the remaining ownership percentage.

As of December 31, 2023 and December 31, 2022, the Company owned 50 % of NPA.

The Company’s carrying value in NPA, an equity method investee, is reflected in the caption “Equity method investments” in the accompanying Consolidated Balance Sheets.

Changes in value of NPA are recorded in “(Loss) gain on equity method investments” in the Consolidated Statements of Operations and Comprehensive Income.

The Company categorizes leases at their inception as either operating or finance leases based on the criteria in ASC 842, Leases (“ASC 842”).

The Company periodically reviews the investments for other than temporary declines in fair value below cost or more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

Equity Investment without Readily Determinable Fair Value

Equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the Company) which do not have readily determinable fair values are recorded as equity investments without readily determinable fair value in accordance with ASC 321.

All equity investments without readily determinable fair value are assessed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable, and measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

The recoverable value of the investment was determined based on the Company’s best estimate of the amount that could be realized from the investment, which considered the latest financial information.

During the years ended December 31, 2024, 2023 and 2022, no impairment losses were recognized for the equity investments without readily determinable fair values.

The Company categorizes leases at its inception as either operating or finance leases based on the criteria in ASC 842, Leases (“ASC 842”).

The Company adopted ASC 842 on January 1, 2019, using the modified retrospective approach, and has established a right-of-use asset and a current and non-current lease liability for each lease arrangement identified.

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The Company has incorporated residual value obligations in leases for which there are such occurrences.

Regarding short-term leases, ASC 842-10-25-2

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permits an entity to make a policy election not to apply the recognition requirements of ASC 842 to short-term leases.

Regarding short-term leases, ASC 842-10-25-2 permits an entity to make a policy election not to apply the recognition requirements of ASC 842 to short-term leases.

The Company has elected not to apply the ASC 842 recognition criteria to any leases that qualify as short-term leases.

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When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority.

The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances.

The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration

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of the available facts and circumstances.

The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.

Recently Issued Accounting Standards

In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02, Financial Instruments – Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors , while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty.

ASU 2022-02 also requires public business entities to disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost .

ASU 2022-02 only affects entities that have already adopted ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), which is effective for fiscal years beginning after December 15, 2022.

The Company adopted ASU 2022-02 on January 1, 2023, which did not have a material impact on the Company’s Consolidated Financial Statements.

Recently Issued Accounting Standards Not Yet Adopted

Recently Issued Accounting Standards Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure .

The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance.

The ASU is effective for fiscal years beginning after December 15, 2023, with early adoption permitted.

The Company is currently evaluating the impact of adopting this ASU on its disclosures.

Improvements to Reportable Segment Disclosure (“ASU 2023-07”).

ASU 2023-07 updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance.

The Company adopted ASU 2023-07 in the fourth quarter of 2024.

Adoption of this standard modified the Company’s segment disclosures but did not have a material impact on the Company’s Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Income, or Consolidated Statements of Cash Flows.

Refer to Note 13 for the updated presentation.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively.

The Company is currently evaluating the impact of adopting this ASU on its disclosures.

The Company is currently evaluating the impact of adopting ASU 2023-09 on its disclosures.

Property and Equipment, net

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During the year ended December 31, 2024, the Company disposed of assets with a cost of $ 758,859 and accumulated depreciation of $ 509,378 for proceeds of $ 274,427 .

The Company recorded a loss on disposal of assets of $ 852,544 .

The Company recorded a gain on disposal of assets of $ 24,946 .

During the year ended December 31, 2023, the Company disposed of assets with a cost of $ 12,343,547 and accumulated depreciation of $ 10,743,915 for proceeds of $ 747,088 .

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The Company recorded depreciation expenses of $ 5,606,818 , $ 4,829,780 and $ 4,114,346 as of December 31, 2024, 2023 and 2022, respectively.

Government Medical Services, LLC

On July 6, 2022, Holdings acquired 100 % of the outstanding shares of common stock of GMS, a provider of medical services.

The aggregate purchase price consisted of $ 20,338,789 in cash consideration.

Holdings also agreed to pay GMS an additional $ 3,000,000 upon GMS meeting certain performance conditions within a year of the closing date of such acquisition.

Acquisition costs are included in general and administrative expenses and totaled $ 1,001,883 for the year ended December 31, 2022.

During the year ended December 31, 2023, the Company made a $ 3,000,000 payment to settle the contingent liability balance.

As of December 31, 2023 and 2022, there was a due to seller balance of $ 0 and $ 3,000,000 , respectively.

Exceptional Medical Transportation, LLC

On July 13, 2022, the Company acquired 100 % of the outstanding shares of common stock of Exceptional, a provider of medical transportation services, in exchange for $ 13,708,333 consisting of $ 7,708,333 in cash at closing and $ 6,000,000 payable over a 24 month period following the closing date of the acquisition.

On July 13, 2022, Holdings acquired 100 % of the outstanding shares of common stock of Exceptional, a provider of medical transportation services, in exchange for $ 13,708,333 consisting of $ 7,708,333 in cash at closing and $ 6,000,000 payable over a 24-month period following the closing date of the acquisition.

The Company also agreed to pay up to $ 2,000,000 in contingent consideration upon meeting certain performance conditions within two years of the closing date of such acquisition.

Acquisition costs are included in general and administrative expenses totaled $ 56,571 for the year ended December 31, 2022.

During the year ended December 31, 2023, the Company recorded a change in contingent consideration in the amount of $ 374,044 .

During the year ended December 31, 2023, the Company made a payment for the first installment due on the

contingent liability in the amount of $ 426,655 .

During the year ended December 31, 2024, the Company wrote off $ 1,315,691 and paid $ 109,619 of pre-acquisition accounts receivable through due to seller, the liability established during acquisition.

Additionally, the Company paid $ 3,000,000 of the $ 6,000,000 remaining purchase price payable as of December 31, 2023 and paid the remaining $ 3,000,000 as of December 31, 2024.

There was no remaining purchase price payable as of December 31, 2024 and a purchase price payable of $ 3,000,000 as of December 31, 2023.

As of December 31, 2024 and 2023, there were remaining due to seller balances pertaining to pre-acquisition accounts receivable of $ 28,656 and $ 1,453,966 , respectively.

The Company recorded a change in fair value of contingent consideration in the amount of $( 13,763 ) and $( 374,044 ) for the years ended December 31, 2024 and 2023, respectively.

The Company did not record a change in fair value of contingent consideration for the year ended December 31, 2022.

During the year ended December 31, 2023, the Company made a payment for the first installment due on the contingent liability in the amount of $ 426,655 .

The estimated contingent consideration amount payable for Exceptional was $ 265,538 and $ 279,301 as of December 31, 2024 and 2023, respectively.

Additionally, the Company paid $ 3,000,000 of the $ 6,000,000 remaining purchase price payable as of December 31, 2023.

As of December 31, 2023 and 2022, there was a due to seller balance of $ 3,000,000 and $ 6,000,000 , respectively.

Ryan Brothers Fort Atkinson, LLC

Fort Atkinson, LLC

On August 9, 2022, the Company acquired 100 % of the outstanding shares of common stock of Ryan Brothers, a provider of medical transportation services, in exchange for an aggregate purchase price of $ 11,422,252 consisting of $ 7,422,252 in cash at closing and an estimated $ 4,000,000 in contingent consideration to be paid out over 24 months, commencing on August 1, 2022, based on performance of certain obligations.

Acquisition costs are included in general and administrative expenses and totaled $ 230,175 for the year ended December 31, 2022.

During the year ended December 31, 2023, the Company recorded a change in contingent consideration in the amount of $ 338,956 .

During the year ended December 31, 2023, the Company made a payment for the first installment due on the contingent liability in the amount of $ 1,840,026 .

The estimated contingent consideration amount payable for Ryan Brothers was $ 1,821,018 and $ 4,000,000 as of December 31, 2023 and 2022, respectively.

Community Ambulance Service Ltd

On October 12, 2022, Holdings, through its indirect wholly owned subsidiary Ambulnz U.K.

(“UK Ltd.”), acquired Community Ambulance Service Ltd (“CAS”), a provider of emergency and non-emergency transport services, including high dependency, urgent care, mental health and blue light transport services, and diagnostics testing in the U.K.

The aggregate purchase price consisted of approximately $ 5,541,269 in cash.

The net assets acquired through the CAS acquisition was $ 7,134,881 mainly from the vehicles with high fair market value, which directly lead to a gain on bargain purchase amounting to $ 1,593,612 .

The Company expects this acquisition to help increase the Company’s presence in the U.K.

market and help provide improved access to municipal contracts.

Acquisition costs are included in general and administrative expenses totaling $ 171,779 for the year ended December 31, 2022.

During the year ended December 31, 2024, the Company wrote off $ 3,360,067 pre-acquisition accounts receivable through due to seller, the liability established during acquisition.

Additionally, the Company made payments in the amount of $ 8,976 on the remaining purchase price payable during the year ended December 31, 2024.

There was no remaining due to seller balance as of December 31, 2024 and a due to seller balance of $ 3,369,043 as of December 31, 2023.

The Company recorded a change in fair value of contingent consideration in the amount of $ 187,506 and $( 338,956 ) for the years ended December 31, 2024 and 2023, respectively.

The Company did not record a change in fair value of contingent consideration for the year ended December 31, 2022.

There was no estimated contingent consideration amount payable for Ryan Brothers as of December 31,2024 and an estimated contingent consideration of $ 1,821,018 as of December 31, 2023.

Location Medical Services, LLC

On December 9, 2022, Holdings, through UK Ltd., acquired 100 % of the outstanding shares of common stock of LMS.

On December 9, 2022, Holdings, through its indirect wholly owned subsidiary Ambulnz U.K.

(“UK Ltd.”), acquired 100 % of the outstanding shares of common stock of LMS.

The aggregate purchase price consisted of $ 302,450 in cash consideration.

The Company also agreed to pay LMS an additional $ 11,279,201 in deferred consideration and an estimated $ 2,475,540 in contingent consideration upon LMS meeting certain performance conditions in 2023.

Acquisition costs are included in general and administrative expenses and totaled $ 4,200 for the year ended December 31, 2022.

During the year ended December 31, 2023, the Company recorded a change in contingent consideration in the amount of $ 2,000,312 and recorded $ 129,599 in foreign exchange movement.

The estimated contingent consideration amount payable for LMS was $ 604,827 and $ 2,475,540 as of December 31, 2023 and 2022, respectively.

Additionally, the Company paid $ 11,279,201 of deferred consideration to LMS during the year ended December 31, 2023.

As of December 31, 2023 and 2022, there was a due to seller balance of $ 0 and $ 11,279,201 , respectively.

As of December 31, 2024 and 2023, there was no remaining due to seller amounts outstanding.

Additionally, the Company recorded foreign exchange movements of $( 4,798 ) and $ 129,599 for the years ended December 31, 2024 and 2023, respectively.

The Company did not record any foreign exchange movements for the year ended December 31, 2022.

On April 2, 2024, the Company paid the remaining contingent consideration balance in the amount of $ 600,029 .

There was no remaining contingent liability balance as of December 31, 2024 and a contingent liability balance of $ 604,827 as of December 31, 2023.

Cardiac RMS, LLC

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The closing consideration of $ 10,000,000 consisted of $ 9,000,000 in cash and $ 1,000,000 worth of shares of Common Stock issued in a private placement transaction.

A further probable consideration of $ 15,822,190 is to be paid out over 36 months following the closing of the transaction for the remaining 49 % equity of CRMS, based on CRMS’ attainment of full-year EBITDA targets.

The Company also agreed to pay additional consideration following the initial closing, consisting of an estimated True-up Payment of $ 2,088,243 to be paid in 2024 based on the attainment of full-year 2023 EBITDA targets and estimated earn out payments amounting to $ 13,733,947 .

The earn out payments are to be paid out over 36 months, beginning in 2025, for the remaining 49 % equity of CRMS, based on CRMS’ attainment of full-year EBITDA targets.

$ 5,000,000 of such further probable consideration is to be paid in cash and the remaining $ 10,822,190 is to be paid in shares of Common Stock.

Acquisition costs are included in general and administrative expenses and totaled $ 229,937 for the year ended December 31, 2023.

During the year ended December 31, 2023, the Company recorded a change in contingent consideration in the amount of $ 1,265,645 .

As of December 31, 2023, there was a remaining contingent liability balance of $ 17,087,835 .

The Company recorded a change in fair value of contingent consideration in the amount of $( 9,565,876 ) and $ 1,265,645 for the years ended December 31, 2024 and 2023, respectively.

On May 29, 2024, the Company paid a portion of the True-up Payment in the amount of $ 1,000,000 .

On July 19, 2024, the Company issued $ 1,814,345 in Common Stock, or 578,350 shares, constituting the remainder of the True-up Payment.

The estimated contingent consideration amount payable for CRMS was $ 4,707,614 and $ 17,087,835 as of December 31, 2024 and 2023, respectively.

Ambulnz-FMC North America LLC

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On May 10, 2023, the Company acquired the remaining outstanding shares of common stock of Healthworx LLC (“Healthworx”), a provider of management, administration and support services to service providers focused on medical testing and diagnostic screening, from its joint venture with Rapid Reliable Testing, LLC (“RRT”) in exchange for $ 1,385,156 in cash.

Ambulnz CO, LLC

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

The following table presents the assets acquired and liabilities assumed at the date of the acquisitions:

CRMS LMS CAS Ryan Brothers Exceptional GMS Total

Ambulnz CO FMC NA

Consideration:

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Other current assets — — 293,478 293,478

Property, plant and equipment — — 519,391 4,548,956 2,125,134 2,450,900 4,092 9,648,473

Property and equipment — — — —

Intangible assets — — 15,930,000 15,930,000

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The following unaudited pro forma combined financial information for the fiscal years ended December 31, 2023 and 2022 gives effect to the acquisitions disclosed above as if they had occurred on January 1, 2022.

The pro forma

information is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management of the Company.

2023 2022 2021

The pro forma information is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management of the Company.

The figures presented below for the year ended December 31, 2023 represent the actual

results of the Company, as the financial results of CRMS were consolidated in the Company’s results of operations for the entirety of the period.

Revenue $ 627,402,261 $ 539,522,587

Net Income 11,087,122 46,960,359 43,763,036

$ 11,087,122 $ 46,960,359

The unaudited pro forma combined financial information presented above includes the accounting effects of the acquisitions, including, to the extent applicable, amortization charges from acquired intangible assets;

depreciation of property, plant and equipment that have been revalued;

depreciation of property and equipment that have been revalued;

transaction costs;

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ABC Transaction and Held for Sale

During the year 2022, the Company started discussions regarding the potential liquidation process of Health through an ABC, with a targeted timeline for the transaction to be fully closed by December 31, 2022.

The conversation involved operations, human resources, external legal counsel and the Assignee, Amb, LLC (a California limited liability company).

In 2022, the Company started discussions regarding the potential liquidation process of Ambulnz Health, LLC (“Health”) through an assignment for the benefit of creditors (“ABC”), with a targeted timeline for the transaction to be fully closed by December 31, 2022.

The conversation involved operations, human resources, external legal counsel, and Amb, LLC, a California limited liability company (the “Assignee”).

Due to operational processes, the filing was extended and finalized on February 3, 2023.

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As of December 31, 2022, Health met the criteria to be classified as held for sale.

As the entity has met this criteria, the Company is required to record the respective assets and liabilities at the lower of carrying value or fair value, less any costs to sell, and present the related assets and liabilities as separate line items in the Consolidated Balance Sheets.

The following table presents information related to the major classes of assets and liabilities that were classified as held for sale in the Company’s Consolidated Balance Sheets as of December 31, 2022 and December 31, 2023:

Pre ABC Adjustment 2022 Adjustments December 31, YTD 2023 Adjustments December 31,

Current assets:

Cash and cash equivalents $ ( 190,312 ) $ 190,312 $ — $ — $ —

Accounts receivable, net 1,219,927 ( 1,219,927 ) — — —

Prepaid expenses and other current assets 22,850 ( 22,850 ) — — —

Total current assets 1,052,465 ( 1,052,465 ) — — —

Property and equipment, net 1,107,279 ( 1,107,279 ) — — —

Intangibles, net 30,697 ( 30,697 ) — — —

Goodwill 5,085,689 ( 5,085,689 ) — — —

Operating lease right-of-use assets 29,753 ( 29,753 ) — — —

Assets held for sale — 4,480,344 4,480,344 ( 4,480,344 ) —

Other assets 18,053,495 ( 96,419 ) 17,957,076 ( 17,957,076 ) —

Total assets $ 25,359,378 $ ( 2,921,958 ) $ 22,437,420 $ ( 22,437,420 ) $ —

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 196,122 $ ( 196,122 ) $ — $ — $ —

Accrued liabilities 63,655,442 ( 4,250,603 ) 59,404,839 ( 59,404,839 ) —

Operating lease liability, current 33,619 ( 33,619 ) — — —

Liabilities held for sale — 4,480,344 4,480,344 ( 4,480,344 ) —

Total current liabilities 63,885,183 — 63,885,183 ( 63,885,183 ) —

Total liabilities $ 63,885,183 $ — $ 63,885,183 $ ( 63,885,183 ) $ —

Stockholders' equity:

Accumulated deficit $ ( 38,525,805 ) $ ( 2,921,958 ) $ ( 41,447,763 ) $ 41,447,763 $ —

Total stockholders’ equity attributable to DocGo Inc.

and Subsidiaries ( 38,525,805 ) ( 2,921,958 ) ( 41,447,763 ) 41,447,763 —

Noncontrolling interests — — — — —

Total stockholders’ equity $ ( 38,525,805 ) $ ( 2,921,958 ) $ ( 41,447,763 ) $ 41,447,763 $ —

Total liabilities and stockholders’ equity $ 25,359,378 $ ( 2,921,958 ) $ 22,437,420 $ ( 22,437,420 ) $ —

The intercompany receivables and intercompany payables are eliminated in the Company’s Consolidated Balance Sheets.

A s a result, the Company was required to record the respective assets and liabilities at the lower of carrying value or fair value, less any costs to sell and present the related assets and liabilities as separate line items in the Consolidated Balance Sheets.

The intercompany receivables and intercompany payables were eliminated in the Company’s Consolidated Balance Sheet as of December 31, 2022.

In connection with the ABC, the Company evaluated its goodwill balances as of December 31, 2022 and determined that there was an impairment of goodwill related to its Health reporting unit.

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Additionally, the Company recorded an aggregate of $ 8,642,190 and $ 35,299,136 in goodwill in connection with its acquisitions in the year ended December 31, 2023 and December 31, 2022, respectively.

The Company also updated the carrying value of the goodwill in its Condensed Consolidated Balance Sheets to reflect the additional goodwill.

The Company did not record any goodwill in connection with acquisitions during the year ended December 31, 2024.

The Company recorded an aggregate of $ 8,642,190 in goodwill in connection with its acquisitions during the year ended December 31, 2023.

The carrying value of goodwill amounted to $ 47,432,550 as of December 31, 2024.

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Goodwill acquired during the period 8,642,190

Impairment recognized during the year ( 2,921,958 )

Reassignment of Goodwill to Assets held for sale ( 2,163,731 )

Currency translation adjustment and others ( 2,674 )

Balance as of December 31, 2023 $ 47,539,929

Goodwill acquired during the period 8,642,190

Currency translation adjustment and others ( 107,379 )

Balance as of December 31, 2024 $ 47,432,550

Intangible assets consisted of the following as of December 31, 2023 and December 31, 2022:

Intangible assets consisted of the following as of December 31, 2024 and 2023:

December 31, 2024

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Life (Years) Gross Carrying

Amount Additions Accumulated

Amount Additions Impairment Accumulated

Amortization Net Carrying

Patents 15 years $ 62,823 $ 20,961 $ ( 15,592 ) $ 68,192

Computer software 5 years $ 247,828 $ — $ — $ ( 242,059 ) $ 5,769

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Trademark 8 - 15 years

427,531 ( 21,999 ) — ( 100,138 ) 305,394

Non-compete agreements 5 years 100,000 — — ( 35,000 ) 65,000

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Life (Years) Gross Carrying

Amount Additions Accumulated

Amount Additions Impairment Accumulated

Amortization Net Carrying

Patents 15 years $ 48,668 $ 14,155 $ ( 10,116 ) $ 52,707

Computer software 5 years $ 247,828 $ — $ — $ ( 235,967 ) $ 11,861

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389,469 38,062 — ( 62,141 ) 365,390

The intangible assets include an immaterial foreign currency translation adjustment in the amount of $ 8,621 .

Non-compete agreements 5 years — 100,000 — ( 15,000 ) 85,000

Trade credits 5 years — 1,500,000 — — 1,500,000

$ 30,180,863 $ 19,971,661 $ — $ ( 12,469,596 ) $ 37,682,928

The intangible assets include an immaterial foreign currency translation adjustment in the amount of $( 12,455 ) for the year ended December 31, 2024.

Intangible asset balances are translated into U.S.

dollars using exchange rates in effect at period end, and adjustments related to foreign currency translation are included in other comprehensive income.

dollars using exchange rates in effect at period

end, and adjustments related to foreign currency translation are included in other comprehensive income.

During the year ended December 31, 2024, the Company disposed of intangible assets with a cost of $ 1,540 and accumulated amortization of $ 276 .

The Company recorded a loss on disposal of intangible assets of $ 1,264 for the year ended December 31, 2024.

There were no disposal of intangible assets for the years ended December 31, 2023 and 2022.

The Company also reclassified certain intangible assets with a cost of $ 30,361 and accumulated amortization of $ 8,136 to “legal and regulatory” expenses within the Consolidated Statements of Operations and Comprehensive Income.

The Company evaluated its intangible assets as of December 31, 2024 and determined there was an impairment in relation to its customer relationships in CRMS.

The Company used a discounted cash flow analysis to fair value the customer relationships.

This fair value determination is categorized as Level 3 within the fair value hierarchy.

The Company recorded amortization expense of $ 5,660,818 , $ 5,249,358 and $ 3,214,814 for the periods ended December 31, 2024, 2023 and 2022, respectively.

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Total $ 14,767,259

The Company’s ownership interest and carrying amounts of investments as of December 31, 2024 and 2023 consist of the following:

2024 December 31,

Percentage Ownership Amount Percentage Ownership Amount

Equity investment without readily determinable fair value $ 5,000,000 $ —

Equity method investment Various 547,979 Various 553,573

Total investments $ 5,547,979 $ 553,573

Equity Investment without Readily Determinable Fair Value

On October 25, 2024, the Company acquired non-marketable equity securities in Firefly Health, Inc for $ 5,000,000 .

These investments are measured at cost, less any impairment, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer.

During the year ended 2024, no impairment losses or upward adjustments were recognized for the equity investments without readily determinable fair value.

As of December 31, 2024, the Company’s investments in equity securities without readily determinable fair values totaled $ 5,000,000 , and are included in the caption “Investments” on the Consolidated Balance Sheets.

Equity Method Investments

On October 26, 2021, the Company acquired a 50 % interest in RND Health Services Inc.

(“RND”) for $ 655,876 .

During the year ended December 31, 2024 and 2023, the Company made an additional investment amounting to $ 310,450 and $ 298,932 , respectively.

The Company’s carrying value in RND, an equity method investee, is reflected in the caption “Investments” on the Consolidated Balance Sheets.

Changes in value of RND are recorded in “(Loss) gain on equity method investments” on the accompanying Consolidated Statements of Operations and Comprehensive Income.

On November 1, 2021, the Company acquired a 20 % interest in National Providers Association, LLC (“NPA”) for $ 30,000 .

Effective December 21, 2021, three members withdrew from NPA, resulting in the remaining two members obtaining the remaining ownership percentage.

As of December 31, 2024 and December 31, 2023, the Company owned 50 % of NPA.

The Company’s carrying value in NPA, an equity method investee, is reflected in the caption “Investments” on the accompanying Consolidated Balance Sheets.

Changes in value of NPA are recorded in “(Loss) gain on equity method investments” on the Consolidated Statements of Operations and Comprehensive Income.

Accrued Liabilities

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2024 December 31,

Accrued subcontractors $ 37,858,755 $ 8,101,150

Accrued general expenses 27,001,232 11,436,462

Accrued workers' compensation and other insurance liabilities $ 16,738,835 $ 12,881,902

Accrued general expenses 13,924,809 27,001,232

Accrued subcontractors 9,174,499 37,858,755

Accrued payroll 4,374,654 6,464,192

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

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

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 the five-year anniversary of the closing date, November 1, 2027.

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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 $ 25,000,000 under the Revolving Facility.

As of December 31, 2023, the outstanding balance of the line of credit under the Revolving Facility was $ 25,000,000 .

The unused line of credit under the Revolving Facility was $ 65,000,000 as of December 31, 2023.

The Company incurred $ 359,330 in interest charges relating to its line of credit during 2023, which is reflected in interest income (expense) on the Company's Consolidated Statements of Operations and Comprehensive Income.

As of December 31, 2023, there was a $ 25,000,000 outstanding balance on the Revolving Facility.

The Company drew down an additional $ 15,000,000 on February 8, 2024 under the Revolving Facility.

On February 27, 2024, the Company paid the $ 40,000,000 Revolving Facility balance.

On March 4, 2024, the Company drew down $ 15,000,000 and made an additional $ 15,000,000 draw on March 18, 2024 .

As of December 31, 2024 , the outstanding balance of the Revolving Facility w as $ 30,000,000 and the unused portion of the Revolving Facility was $ 60,000,000 .

The Company incurred $ 2,162,753 and $ 359,330 in interest charges relating to its Revolving Facility for the years ended December 31, 2024 and 2023, respectively, which is reflected in interest (expense) income on the Company’s Consolidated Statements of Operations and Comprehensive Income.

Standby Letters of Credit

On October 20, 2023, the Company obtained an unconditional and irrevocable letter of credit from a financial institution in the amount of $ 1,080,000 .

The letter of credit had an initial one-year term, and is renewed automatically for successive one-year periods, unless earlier terminated by the institution.

The letter of credit automatically renewed on October 20, 2024.

As of December 31, 2024, no amounts had been drawn.

On December 20, 2024, the Company obtained an irrevocable letter of credit from a financial institution in the amount of $ 133,303 .

The letter of credit expires on the one-year anniversary of the closing date, or December 20, 2025 and is renewed automatically for successive one-year periods, unless earlier terminated by the institution.

As of December 31, 2024, no amounts had been drawn.

Notes Payable

The Company has various loans with finance companies with monthly installments aggregating $ 3,784 , inclusive of interest ranging from 2.5 % through 7.5 %.

The notes mature at various times through 2026 and are secured by transportation equipment.

The Company has various loans with finance companies with monthly installments aggregating $ 1,082 , inclusive of interest ranging from 2.5 % to 4.8 %.

The loan notes mature at various times through 2026 and are secured by transportation equipment.

During the year ended December 31, 2024, the Company fully repaid one of its loan payables that was originally scheduled to mature in August 2026 amounting to $ 38,949 .

As of December 31, 2024, the Company has one remaining loan payable, scheduled to mature in May 2026, with an outstanding balance of $ 17,730 .

The following table summarizes the Company’s notes payable:

2024 December 31,

Equipment and financing loans payable, between 2.5 % and 7.5 % interest and maturing between March 2024 and August 2026

Equipment and financing loans payable, between 2.5 % and 4.8 % interest and maturing on May 2026 and August 2026

$ 17,730 $ 69,717

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Long-term portion of notes payable $ 5,215

Derivative Warrant Liabilities

Derivative Liabilities

For the year ended December 31, 2021, the Company determined the fair value of its warrants that were previously publicly traded in active markets (“Public Warrants’) using quoted market prices for identical instruments.

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

On August 15, 2022, the Company announced the redemption of all of its outstanding warrants under the Warrant Agreement, dated as of October 14, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, on the redemption date of September 16, 2022 (the “Redemption Date”).

On August 15, 2022, the Company announced the redemption of all of its outstanding warrants under the Warrant Agreement, dated as of October 14, 2020,

by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, on the redemption date of September 16, 2022 (the “Redemption Date”).

Warrants surrendered for exercise on a cashless basis resulted in the issuance of 1,406,371 shares of Common Stock.

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The Company’s Chief Executive Officer and Chief Financial Officer evaluate the Company’s financial information and resources and assesses the performance of these resources by revenue stream and by operating income or loss performance.

In accordance with ASU 2023-07, the Company has also included disclosure in the tables below about the significant expense categories that are regularly provided to the chief operating decision maker.

The Company has also disclosed an amount for other segment items, which are amounts included in income (loss) from operations that are not regularly provided to the chief operating decision maker.

Other segment items primarily consist of technology and development expenses, legal and professional fees, medical supplies, and other general and administrative expenses such as management fees, occupancy expense, and insurance costs.

The accounting policies of the segments are the same as the accounting policies of the Company as a whole.

6 unchanged sentences

Revenues $ 423,126,040 $ 193,429,092 $ — $ 616,555,132

Significant Segment Expenses 248,887,401 157,386,875 38,938,940 445,213,216

Personnel costs 115,480,700 120,548,486 34,009,595 270,038,781

Subcontractor costs 125,495,305 19,463,199 4,929,345 149,887,849

Vehicle costs 7,911,396 17,375,190 — 25,286,586

Other segment items 80,212,789 38,087,398 24,353,003 142,653,190

Income (loss) from operations 94,025,850 ( 2,045,181 ) ( 63,291,943 ) 28,688,726

Total assets 280,646,925 132,178,214 77,626,818 490,451,957

Depreciation and amortization expense 4,770,367 8,305,049 2,809,482 15,884,898

Stock compensation 6,033,516 274,207 7,326,363 13,634,086

Finite-lived intangible asset impairment 8,306,591 — — 8,306,591

Change in fair value of contingent consideration ( 9,392,133 ) — — ( 9,392,133 )

Total assets 208,739,901 134,169,086 112,712,145 455,621,132

Long-lived assets 36,515,356 68,846,225 9,977,190 115,338,771

2 unchanged sentences

Revenues $ 442,793,537 $ 181,495,105 $ — $ 624,288,642

Significant Segment Expenses 283,980,203 146,950,131 44,139,528 475,069,862

Personnel costs 122,233,677 116,689,011 40,156,572 279,079,260

Subcontractor costs 155,134,128 15,380,523 3,982,956 174,497,607

Vehicle costs 6,612,398 14,880,597 — 21,492,995

Other segment items 78,450,514 31,003,597 24,709,689 134,163,800

Income (loss) from operations 80,362,820 3,541,377 ( 68,849,217 ) 15,054,980

Total assets 116,821,500 118,627,613 157,828,515 393,277,628

Depreciation and amortization expense 4,226,657 9,393,895 2,811,340 16,431,892

Stock compensation 1,698,350 1,434,505 17,836,319 20,969,174

Finite-lived intangible asset impairment — — — —

Change in fair value of contingent consideration ( 1,437,525 ) — — ( 1,437,525 )

Total assets 280,646,925 132,178,214 77,626,818 490,451,957

Long-lived assets 32,841,680 78,848,587 11,952,528 123,642,795

2 unchanged sentences

Revenues $ 325,891,440 $ 114,624,306 $ — $ 440,515,746

Significant Segment Expenses 189,978,467 102,697,543 33,409,491 326,085,501

Personnel costs 95,636,747 81,851,310 31,055,130 208,543,187

Subcontractor costs 83,158,899 8,236,644 2,354,361 93,749,904

Vehicle costs 11,182,821 12,609,589 — 23,792,410

Other segment items 43,202,810 26,472,934 22,922,873 92,598,617

Income (loss) from operations 92,710,163 ( 14,546,171 ) ( 56,332,364 ) 21,831,628

Total assets 61,503,278 59,299,426 188,799,948 309,602,652

Depreciation and amortization expense 1,685,114 6,050,265 2,830,199 10,565,578

Stock compensation 1,425,299 1,415,670 5,213,602 8,054,571

Finite-lived intangible asset impairment — — — —

Change in fair value of contingent consideration — — — —

Total assets 116,821,500 118,627,613 157,828,515 393,277,628

Long-lived assets 33,181,594 65,580,291 2,479,889 101,241,774

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The following table summarizes Long-lived assets by geographic location for the years ended December 31, 2024, 2023, and 2022:

2023 December 31,

2022 December 31,

2024 2023 2022

Primary Geographical Markets

United States $ 103,779,506 $ 83,145,362 $ 42,166,999

United Kingdom 19,863,289 18,096,412 3,434,700

$ 96,380,597 $ 103,779,506 $ 83,145,362

18,958,174 19,863,289 18,096,412

Total long-lived assets $ 115,338,771 $ 123,642,795 $ 101,241,774

Revenues by geographic location are included in Note 2.

Unregistered Sales of Equity Securities

On July 19, 2024, in connection with the CRMS acquisition, the Company issued $ 1,814,345 in Common Stock, or 578,350 shares, constituting the remainder of the True-up Payment.

The True-up Payment was based on CRMS’ attainment of full-year EBITDA targets for 2023 (see Note 4).

Share Repurchase Program

On May 24, 2022, the Company’s Board of Directors (the “Board of Directors”) authorized a share repurchase program to purchase up to $ 40 million of Common Stock (the “Program”).

On May 24, 2022, the Company’s Board of Directors (the “Board of Directors” or the “Board”) authorized a share repurchase program to purchase up to $ 40,000,000 of Common Stock (the “2022 Repurchase Program”).

During the second and fourth quarter of 2022, the Company repurchased 536,839 shares of its Common Stock for $ 3,731,712 .

These shares were subsequently cancelled.

The 2022 Repurchase Program, which did not oblige the Company to repurchase a specific number of shares, expired on November 24, 2023.

On January 30, 2024, the Board of Directors authorized a new share repurchase program to purchase up to $ 36,000,000 in shares of Common Stock during a six-month period that ended July 30, 2024 (the “Prior Repurchase Program”).

The Prior Repurchase Program did not obligate the Company to repurchase a specific number of shares.

On August 5, 2024, following the expiration of the previously authorized share repurchase program on July 30, 2024, the Board effectively extended the Prior Repurchase Program by authorizing a new share repurchase program (the “New Repurchase Program”) on the same terms and conditions as the Prior Repurchase Program other than expiration, pursuant to which the Company may purchase up to $ 26,000,000 in shares of Common Stock, which was the approximate amount remaining under the Prior Repurchase Program at its expiration.

The New Repurchase Program was originally set to expire on December 31, 2024.

On December 20, 2024, the Board of Directors extended the expiration date of the New Repurchase Program from December 31, 2024 to June 30, 2025.

Under the terms of the New Repurchase Program, the Company may purchase shares of Common Stock on a discretionary basis from time to time through open market repurchases or privately negotiated transactions or through other means, including by entering into Rule 10b5-1 trading plans or accelerated share repurchase programs, in each case, during an “open window” and when the Company does not possess material non-public information.

The timing, manner, price and amount of shares repurchased under the New Repurchase Program depends on a variety of factors, including stock price, trading volume, market conditions, corporate and regulatory requirements and other general business considerations.

The New Repurchase Program may be modified, suspended or discontinued at any time without prior notice.

Repurchases under the New Repurchase Program may be funded from the Company’s existing cash and cash equivalents, future cash flow or proceeds of borrowings or debt offerings.

During the year ended December 31, 2024, the Company repurchased and subsequently cancelled 3,647,342 shares of Common Stock for $ 13,756,271 .

There were no shares repurchased during the year ended December 31, 2023.

The Program did not oblige the Company to acquire any specific number of shares and expired on November 24, 2023.

Under the Program, shares could be repurchased using a variety of methods, including privately negotiated and/or open market transactions, under plans complying with Rule 10b5-1 under the Exchange Act of 1934, as amended, as part of accelerated share repurchases, block trades and other methods.

The timing, manner, price and amount of any Common Stock repurchases under the Program were determined by the Company in its discretion and depended on a variety of factors, including legal requirements, price and economic and market conditions.

Stock Based Compensation

2 unchanged sentences

2021 Equity Incentive Plan (the “Plan”) replacing Ambulnz, Inc.’s 2017 Equity Incentive Plan.

The Plan reserved 16,607,894 shares of Class A common stock for issuance under the Plan.

The Plan reserved 16,607,894 shares of Common Stock for issuance under the Plan.

The Company’s stock options generally vest on various terms based on continuous services over periods ranging from three to five years .

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The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model.

Before the consummation of the Business Combination, management took the average of several publicly traded companies that were representative of the Company’s size and industry in order to estimate its expected stock volatility.

Before the consummation of the Business Combination, the management of Ambulnz took the average of several publicly traded companies that were representative of Ambulnz’s size and industry in order to estimate its expected stock volatility.

Subsequent to the Business Combination, the Company utilized publicly available pricing.

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The total grant-date fair value of RSUs granted during the year ended December 31, 2024 was $ 11,854,256 .

For the year ended December 31, 2023, the Company recorded stock-based compensation expense related to RSUs of $ 9,101,027 , of which $ 493,043 is included in accrued liabilities.

For the year ended December 31, 2022, the Company recorded stock-based compensation expense related to RSUs of $ 1,821,579 , of which $ 375,000 is included in accrued liabilities.

For the years ended December 31, 2024, 2023 and 2022, the Company recorded stock-based compensation expense related to RSUs of $ 5,783,838 , $ 9,101,027 , and $ 1,821,579 , respectively, out of which none and $ 493,043 is included in accrued liabilities as of December 31, 2024 and 2023, respectively.

On December 31, 2024, 2023 and 2022, the total unrecognized compensation related to unvested RSUs granted was $ 17,458,680 , $ 12,602,662 and $ 2,177,713 , respectively, which is expected to be recognized over a weighted-average period of approximately 2.0 years.

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Granted 1,205,251 4.19

Forfeited — —

Performance Adjustment ( 217,054 ) 5.16

Balance as of December 31, 2024 2,073,467 4.60

2 unchanged sentences

The total grant-date fair value of PSUs granted during the year ended December 31, 2024 was $ 9,529,994 .

For the year ended December 31, 2023, the Company recorded stock-based compensation expense related to PSUs of $ 72,827 which is included in accrued liabilities.

As of December 31, 2023, the Company had $ 5,527,166 in unrecognized compensation cost related to non-vested PSUs, which is expected to be recognized over a weighted-average period of approximately 4.0 years.

Operating Leases

The Company is obligated to make rental payments under non-cancellable operating leases for office, dispatch station space and transportation equipment, expiring at various dates through 2032.

Under the terms of the leases, the Company is also obligated for its proportionate share of real estate taxes, insurance and maintenance costs of the property.

The Company is required to hold certain funds in restricted cash and cash equivalents accounts under some of these agreements.

Certain leases for property and transportation equipment contain options to purchase, extend or terminate the lease.

For the years ended December 31, 2024 and 2023, the Company recorded stock-based compensation expense related to PSUs of $ 1,197,459 and $ 72,827 , respectively, which are included in accrued liabilities.

As of December 31, 2024 and 2023, the Company had unrecognized compensation cost related to non-vested PSUs amounting to $ 8,332,535 and $ 5,527,166 , respectively, which is expected to be recognized over a weighted-average period of approximately 3.0 years.

The Company has lease arrangements for properties, vehicles and transportation equipment.

Certain leases contain options to purchase, extend or terminate the lease.

Determining the lease term and amount of lease payments to include in the calculation of the right-of-use asset and lease obligations for leases containing options requires the use of judgment to determine whether the exercise of an option is reasonably certain and whether the optional period and payments should be included in the calculation of the associated right-of-use asset and lease obligation.

In making the determination of such judgment, the Company considers all relevant economic factors that would require whether to exercise or not exercise the option.

In making such determination, the Company considers all relevant economic factors.

The Company’s lease agreements generally do not provide an implicit borrowing rate.

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The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived imputed rates, which were used to discount its real estate lease liabilities.

The Company used estimated borrowing rates of 6 % on January 1, 2019 for all leases that commenced prior to that date for office spaces and transportation equipment.

The Company used estimated borrowing rates of 6 % on January 1, 2019 for all leases that commenced prior to that date for office spaces, vehicles and transportation equipment.

The table below comprises lease expenses for the years ended December 31, 2024, 2023 and 2022, respectively:

Components of total lease cost:

2024 2023 2022

Components of total lease cost:

Operating lease expense $ 3,851,686 $ 3,418,134 $ 2,294,636

Finance lease expense:

Amortization of right-of-use assets 4,617,262 6,352,754 3,236,418

Interest on lease liabilities 769,041 600,239 559,596

Finance lease expense 5,386,303 6,952,993 3,796,014

Short-term lease expense 2,580,933 1,678,487 1,201,622

Total lease cost - operating leases $ 5,096,621 $ 3,496,258 $ 3,006,244

Lease Position as of December 31, 2023

Total lease cost $ 11,818,922 $ 12,049,614 $ 7,292,272

Lease Payments

The table below comprises lease payments for the years ended December 31, 2024, 2023 and 2022, respectively:

2024 2023 2022

Components of total lease payments:

Operating lease payment $ 3,711,545 $ 3,287,125 $ 2,294,636

Finance lease payment 4,334,463 4,270,553 2,985,568

Total lease payments $ 8,046,008 $ 7,557,678 $ 5,280,204

Operating Leases

The Company is obligated to make rental payments under non-cancellable operating leases for office, dispatch station space and transportation equipment, expiring at various dates through 2034.

Under the terms of the leases, the Company is also obligated for its proportionate share of real estate taxes, insurance and maintenance costs of the property.

Loss (Gain) on Lease Remeasurement

During the year, the Company reassessed the use of some office spaces, resulting in the early termination of two leased office spaces.

The Company recorded a loss from remeasurement of operating lease of $ 13,469 and a gain of $ 4,566 for the years ended December 31, 2024 and 2023, respectively.

There were no gains or losses recorded relating to remeasurement of operating leases for the year ended December 31, 2022.

Lease Position as of December 31, 2024 and 2023

Right-of-use lease assets and lease liabilities for the Company’s operating leases were recorded in the Consolidated Balance Sheets as follows:

December 31, 2023 December 31, 2022

Lease right-of-use assets $ 11,958,698 $ 9,580,535

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Present value of future minimum lease payments $ 12,443,633

Operating lease expenses approximated $ 3,418,134 , $ 2,294,636 and $ 1,993,984 for the years ended December 31, 2023, 2022 and 2021, respectively.

For the years ended December 31, 2023, 2022, 2021, the Company made $ 3,287,125 , $ 2,294,636 , $ 1,993,984 of fixed cash payments related to operating leases and $ 4,270,553 , $ 2,985,568 , $ 2,741,784 related to finance leases, respectively.

Finance Leases

The Company leases vehicles under non-cancelable finance lease agreements with a liability of $ 11,430,465 , $ 8,646,803 and $ 10,139,410 for the years ended December 31, 2023, 2022 and 2021, respectively (accumulated depreciation of $ 11,679,823 , $ 7,906,966 and $ 7,095,242 as of December 31, 2023, 2022 and 2021, respectively).

Depreciation expenses for the vehicles under non-cancelable lease agreements amounted to $ 6,352,754 , $ 3,236,418 and $ 2,913,925 for the years ended December 31, 2023, 2022 and 2021, respectively.

Gain on Lease Remeasurement

The Company leases vehicles under non-cancelable finance lease agreements with a liability of $ 14,725,605 , $ 11,430,465 and $ 8,646,803 for the years ended December 31, 2024, 2023 and 2022, respectively, and a right-of-use net of $ 15,337,299 , $ 12,003,919 and $ 9,039,663 for the years ended December 31, 2024, 2023 and 2022, respectively (accumulated depreciation of $ 9,128,202 , $ 11,679,823 and $ 7,906,966 as of December 31, 2024, 2023 and 2022, respectively).

Loss (Gain) on Lease Remeasurement

During the year, the Company returned a number of leased vehicles, resulting in the termination of contract of these leased vehicles.

The Company recorded a loss on remeasurement of finance lease of $ 18,894 and $ 5,432 during the years ended December 31, 2024 and 2023 respectively.

In June 2022, the Company reassessed its finance lease estimates relating to vehicle mileage and residual value.

As a result, the Company determined to purchase the vehicles at the end of the leases, which resulted in a gain of $ 1.4 million recorded as gains from lease accounting on the Consolidated Statements of Operations and Comprehensive Income.

Lease Payments

The table below comprises lease payments for the years ended December 31, 2023, 2022 and 2021, respectively:

Year Ended December 31,

Components of total lease cost:

2023 2022 2021

Finance lease payment $ 4,270,553 $ 2,985,568 $ 2,741,784

Short-term lease payment — — —

Total lease payments $ 4,270,553 $ 2,985,568 $ 2,741,784

Lease Position as of December 31, 2023

As a result, the Company determined to purchase the vehicles at the end of the leases, which resulted in a gain of $ 1.4 million recorded as gain on remeasurement of finance lease on the Consolidated Statements of Operations and Comprehensive Income.

Lease Position as of December 31, 2024 and 2023

Right-of-use lease assets and lease liabilities for the Company’s finance leases were recorded in the Consolidated Balance Sheets as follows:

2023 December 31,

Lease right-of-use assets $ 15,337,299 $ 12,003,919

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Present value of future minimum lease payments $ 14,725,605

The Company recognized $ 1,238,313 , $ 950,264 and $ 4,437,887 of other income for the years ended December 31, 2023, 2022 and 2021, respectively, as follows:

Other Income 2023 2022 2021

Interest income (expense), net $ 1,684,399 $ 762,685 $ ( 763,030 )

Other (Expense) Income

The Company recognized $( 939,724 ), $ 1,238,313 and $ 950,264 of other (expense) income for the years ended December 31, 2024 , 2023 and 2022, respectively, as set forth in the table below.

Other (expense) income 2024 2023 2022

Interest (expense) income, net $ ( 1,929,207 ) $ 1,684,399 $ 762,685

Gain on remeasurement of warrant liabilities — — 1,127,388

Change in fair value of contingent liability 9,392,133 1,437,525 —

Finite-lived intangible asset impairment ( 8,306,591 ) — —

Goodwill impairment — — ( 2,921,958 )

(Loss) gain on equity method investments ( 316,044 ) ( 343,336 ) 8,919

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Gain on bargain purchase — — 1,593,612

Gain from PPE loan forgiveness — — 142,667

(Loss) on disposal of fixed assets ( 852,544 ) ( 21,173 ) ( 34,342 )

Goodwill impairment — ( 2,921,958 ) —

Gain (loss) on disposal of fixed assets 23,682 ( 852,544 ) ( 21,173 )

ABC litigation — ( 1,000,000 ) —

Other income (expense) 228,666 313,135 ( 987,482 )

Total other income $ 1,238,313 $ 950,264 $ 4,437,887

Total other (expense) income $ ( 939,724 ) $ 1,238,313 $ 950,264

Related Party Transactions

5 unchanged sentences

Tendler’s services to the Company as General Counsel and Secretary.

No other services were provided by EDTSLS to the Company.

services were provided by EDTSLS to the Company.

The Company’s payments to EDTSLS for Mr.

Tendler’s services totaled $ 1,207,843 , $ 916,370 and $ 960,081 for the years ended December 31, 2024, 2023 and 2022, respectively.

Included in accounts payable were $ 55,545 and $ 0 due to related parties as of December 31, 2024 and 2023, respectively.

There are no amounts related to accrued liabilities as of December 31, 2024 and 2023 related to legal services.

Subcontractor Services

2 unchanged sentences

The Company made subcontractor payments to PrideStaff totaling $ 155,749 , $ 0 and $ 547,500 for the years ended December 31, 2024, 2023 and 2022, respectively.

Transition Services Agreement

Included in accounts payable were $ 17,149 and $ 0 due to related parties as of December 31, 2024 and 2023 , respectively.

Included in accrued liabilities were $ 13,097 and $ 0 due to related parties as of December 31, 2024 and 2023 related to subcontractor services.

Transition Services Agr eement

On October 11, 2023, the Company and Anthony Capone, who resigned as Chief Executive Officer of the Company on September 15, 2023, entered into a separation and transition services agreement (the “Transition Agreement”).

Pursuant to the Transition Agreement, Mr.

Capone will continue to serve as a consultant to the Company until March 15, 2024 (such period, the “Consulting Period”) to advise on matters relating to business continuity and processes and transition his institutional knowledge with respect to operational and other departmental functions.

Capone served as a consultant to the Company until March 15, 2024 (such period, the “Consulting Period”) to advise on matters relating to business continuity and processes and transition his institutional knowledge with respect to operational and other departmental functions.

As compensation for his services during the Consulting Period, and subject to his compliance with the Transition Agreement, including the execution and non-revocation of a general release of claims in favor of the Company, Mr.

Capone will receive a monthly consulting fee of $ 45,000 and subsidized premiums for continued group health plan coverage for the duration of the Consulting Period.

Capone will not receive new equity awards or incentive

compensation under the Company’s equity incentive compensation program during the Consulting Period.

Capone received a monthly consulting fee of $ 45,000 and subsidized premiums for continued group health plan coverage for the duration of the Consulting Period.

Capone did not receive new equity awards or incentive compensation under the Company’s equity incentive compensation program during the Consulting Period.

The Transition Agreement further acknowledges and affirms that Mr.

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Included in accounts payable were $ 0 and $ 45,000 due to related parties as of December 31, 2024, and 2023, respectively.

Consulting Agreement - Stan Vashovsky

On March 7, 2024, the Company entered into a separation and consulting agreement (the “Vashovsky Consulting Agreement”) with Stan Vashovsky, who retired as a director and Chair of the Board effective March 31, 2024.

Pursuant to the Vashovsky Consulting Agreement, Mr.

Vashovsky will continue to serve as a consultant to the Company until March 31, 2025 (such period, the “Vashovsky Consulting Period”).

During the Vashovsky Consulting Period, Mr.

Vashovsky will provide advisory services as may be requested from time to time by the Company’s executive officers or the Board of Directors and assist with maintaining the Company’s existing customer and investor relationships and, as consideration for his services, receive an equity grant during each quarter of the Vashovsky Consulting Period having a grant date fair value of approximately $ 35,000 .

In consideration for a release of claims, Mr.

Vashovsky will also be eligible to receive Company-subsidized healthcare coverage for the duration of the Vashovsky Consulting Period.

The Vashovsky Consulting Agreement further acknowledges and affirms that Mr.

Vashovsky will be bound by and comply with certain restrictive covenants.

The Company granted approximately $ 105,000 in RSUs to Mr.

Vashovsky under the Vashovsky Consulting Agreement for the year ended December 31, 2024.

There were no amounts included in accounts payable and accrued liabilities as of December 31, 2024 and 2023 related to the Vashovsky Consulting Agreement.

Consulting Agreement - Steven Katz

On September 26, 2024, the Company entered into a transition consulting agreement (the “Katz Consulting Agreement”) with Steven Katz, who resigned as a director and independent Chair of the Board of Directors effective October 1, 2024.

Pursuant to the Katz Consulting Agreement, Mr.

Katz served as a consultant to the Company until December 31, 2024 (the “Katz Consulting Period”).

During the Katz Consulting Period, Mr.

Katz provided transition advisory services relating to the Board and its committees as requested from time to time by the Company’s executive officers or the Board of Directors.

As compensation for his services during the Katz Consulting Period, and subject to his compliance with the Katz Consulting Agreement, Mr.

Katz received consulting fees in the amount of (i) $ 2,500 per month plus (ii) $ 400 for each hour of services rendered in excess of five hours during each month.

During the Katz Consulting Period, Mr.

Katz’s equity awards also continued to vest under the Plan.

The Company made payments to Steven Katz totaling $ 5,000 , $ 0 , and $ 0 for the years ended December 31, 2024, 2023, and 2022 respectively.

Included in accounts payable and accrued liabilities were $ 2,500 and $ 0 due to related parties as of December 31, 2024 and 2023, respectively, related to the Katz Consulting Agreement.

A reconciliation of the statutory U.S.

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State taxes, net of federal tax benefit 19.88 % 20.67 % 7.77 %

Effects of Rates Different from Statutory ( 0.04 ) % 0.17 % ( 0.06 ) %

Rate Change ( 3.57 ) % ( 0.04 ) % 0.17 %

Effects of Rates Different from Statutory ( 0.35 ) % 0.04 % 0.01 %

Other ( 9.73 ) % ( 29.54 ) % ( 3.64 ) %

6 unchanged sentences

State and local 4,739,545 5,782,335 502,872

Foreign - - -

$ 10,921,917 $ 8,337,499 $ 1,996,644

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Deferred tax assets:

Allowance for doubtful accounts $ 1,683,119 $ 893,328

Allowance for credit loss $ 1,519,406 $ 1,683,119

Accrued expenses 901,403 799,295

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As of December 31, 2024, 2023 and 2022, the Company had state net operating loss carryforward of approximately $ 36,878,259 , $ 36,422,543 and $ 2,592,560 , respectively.

The federal net operating loss carryforwards generated after December 31, 2017 of $ 35,298,184 carry forward infinitely.

The federal net operating loss carryforwards generated after December 31, 2017 of $ 35,298,184 carry forward indefinitely.

State and foreign net operating loss carryforwards generated in the tax years from 2017 to 2020 will begin to expire, if not utilized, by 2040.

Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and similar provisions.

The difference between the statutory income taxes on the Company’s pre-tax loss and the Company’s effective income tax rate during the years ended December 31, 2023 and 2022 is primarily due to a recorded valuation allowance.

The valuation allowance for deferred tax assets as of December 31, 2023 and 2022 was $ 1,207,673 and $ 1,520,345 , respectively.

change in the total valuation allowance for the years ended December 31, 2023, and 2022 was a decrease of $ 312,672 and $ 15,182,335 , respectively.

The difference between the statutory income taxes on the Company’s pre-tax loss and the Company’s effective income tax rate during the years ended December 31, 2024 and 2023 is primarily due to a recorded valuation allowance and other state taxes.

The valuation allowance for deferred tax assets as of December 31, 2024 and 2023 was $ 6,187,664 and $ 1,207,673 ,

respectively.

The net change in the total valuation allowance for the years ended December 31, 2024, and 2023 was an increase (decrease) of $ 4,979,991 and $( 312,672 ), respectively.

In assessing the realizability of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

3 unchanged sentences

The Company accrued no penalties or interest during the years ended December 31, 2024, 2023, and 2022.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which they operate.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates.

In the normal course of business, the Company is subject to examination by federal and foreign jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction.

As of December 31, 2024, open years related to all jurisdictions are 2023, 2022 and 2021.

The Company has no open tax audits with any taxing authority as of December 31, 2023.

The Company has an on-going tax audit in California as of December 31, 2024.

The Company established a 401(k) plan in January 2022 that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code.

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If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in its Consolidated Financial Statements.

As of December 31, 2022, the Company recorded a liability of $ 1,000,000 , which represents an amount for an agreed-upon settlement of various class-based claims, both actual and potential, under California state law, as described below.

Stephanie Zamora, Jascha Dlugatch, et al.

Ambulnz Health, LLC, et al.

was filed in the Los Angeles Superior Court on October 11, 2018, and the complaint alleged wage and hour violations pursuant to California’s Private Attorneys’ General Act of 2004 (“PAGA”).

On February 24, 2020, this case was consolidated with Jascha Dlugatch, et.

Ambulnz Health, LLC (the “Consolidated Compliant”), another lawsuit filed in the Los Angeles Superior Court.

On May 6, 2021, the parties attended mediation and settled the claims pled in the Consolidated Complaint on a class-wide and PAGA basis in exchange for a proposed $ 1,000,000 payment by the defendant parties, inclusive of administrative costs and fees.

On September 9, 2022, the Los Angeles Superior Court preliminarily approved the proposed settlement, and on May 2, 2023, the Los Angeles Superior Court issued a final approval of the proposed settlement, which was paid in July 2023.

In addition, on October 27, 2023, Joe Naclerio, individually and purportedly on behalf of all others similarly situated, filed a putative class action complaint for violation of federal securities laws in the U.S.

District Court for the Southern District of New York against the Company, its Chairman, current and former Chief Executive Officers, and current and former Chief Financial Officers.

The complaint alleges that the Company violated various securities laws, and seeks class certification, damages, interest, attorneys’ fees, and other relief.

On January 17, 2024, the Court appointed the Genesee County Employees’ Retirement System as lead plaintiff.

Due to the early stage of this proceeding, we cannot reasonably estimate the potential range of loss, if any.

We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.

California Labor Actions

On March 30, 2023, Paul Lowe v.

Rapid Reliable Testing, LLC, et al.

was filed in the Los Angeles Superior Court (the “Lowe Action”).

The complaint alleges various wage and hour claims on behalf of the plaintiff and a putative class.

The complaint also alleges a derivative class claim for violations of California’s Unfair Competition Law and seeks to bring a representative action pursuant to California’s Private Attorneys General Act of 2004 (“PAGA”).

In addition, Corielyn Marie Hall v.

Rapid Reliable Testing, LLC, et al.

involves two separate actions filed in the Los Angeles Superior Court by plaintiff Corielyn Hall (collectively with the Lowe Action, the “California Labor Actions”).

The first action is a class complaint filed on December 14, 2023.

Similar to the Lowe Action, it alleges various wage and hour claims on behalf of the plaintiff and a putative class and asserts a derivative class claim for violations of California’s Unfair Competition Law.

The second action brought by Corielyn Hall was filed on February 20, 2024 and brings claims under PAGA.

Given the overlapping claims and time periods presented in the California Labor Actions, in an effort to reach a global resolution, these actions were mediated concurrently on February 5, 2025.

The parties reached a resolution, in principle, at the mediation.

At the time of this filing, the parties are working to finalize the settlement documents memorializing that resolution.

Stockholder Actions

On October 27, 2023, Joe Naclerio, individually and purportedly on behalf of all others similarly situated, filed a putative class action complaint for violation of federal securities laws in the U.S.

District Court for the Southern District of New York against the Company, its then-Chairman and former Chief Executive Officer, another former Chief Executive Officer, current Chief Financial Officer and former Chief Financial Officer (who currently serves as Executive Vice President of Strategy).

On January 17, 2024, the Court appointed the Genesee County Employees’ Retirement System as the Lead Plaintiff.

On March 18, 2024, the Lead Plaintiff filed an amended complaint against the Company, its now former Chairman and Chief Executive Officer, another former Chief Executive Officer and former Chief Financial Officer (who currently serves as Executive Vice President of Strategy).

On June 21, 2024, the defendants moved to dismiss the amended complaint.

The motion was fully briefed in September 2024.

Due to the early stage of this proceeding, the Company cannot reasonably estimate the potential range of loss, if any.

The Company disputes the allegations of wrongdoing and intends to defend itself vigorously in this matter.

On May 30, 2024 and on July 15, 2024, two purported shareholder derivative actions were filed against certain current and former officers and directors of the Company.

The Company was named as a nominal defendant in both actions, and the complaints named the Company’s current board of directors, including its Chief Executive Officer and General Counsel, along with two former Chief Executive Officers, the Company’s Chief Financial Officer and Treasurer and its Executive Vice President of Strategy.

These actions were filed by Ryne Shetterly in U.S.

District Court for the Southern District of New York (the “Shetterly Action”), and Salma Daboul in the Supreme Court for the State of New York (the “Daboul Action”).

Both actions purported to assert claims for breach of fiduciary duty and other related claims on behalf of the Company.

Both asserted factual allegations substantially similar to those asserted in the securities class action matter discussed above, seeking various forms of monetary and injunctive relief.

On August 29, 2024, the U.S.

District Court for the Southern District of New York issued an order to transfer the Shetterly Action to the United States District Court for the District of Delaware.

On September 6, 2024, the plaintiff in the Daboul Action voluntarily discontinued the action.

On November 25, 2024, the parties filed a stipulation and proposed order for voluntary dismissal of the Shetterly Action, which the judge signed.

Cybersecurity Action

On August 22, 2024, Maria Ballesteros, individually and on behalf of others similarly situated, filed a complaint against Ambulnz NY, LLC, a subsidiary of the Company (“Ambulnz NY”), in the U.S.

District Court for the Southern District of New York arising from a data security incident that the Company experienced in April 2024 (the “Cybersecurity Action”).

The Cybersecurity Action alleged negligence, negligence per se, breach of fiduciary duty, breach of implied contract and violations of California’s Unfair Competition Law, the California Privacy Act and the California Consumer Records Act, and sought various forms of monetary and injunctive relief.

Before Ambulnz NY responded to the complaint, the parties engaged in early mediation that resulted in a settlement in principle.

The parties are still negotiating the final terms of the settlement, but the plaintiff has since dismissed the case and intends to re-file in Florida state court once the settlement is finalized and seek approval of the settlement there.

The settlement in principle is on a claims-made basis, so the Company cannot reasonably estimate the amount that will be paid at this time.

However, the Company maintains cybersecurity insurance coverage to limit its exposure to losses relating to cybersecurity incidents, including costs arising from litigation such as the Cybersecurity Action and the expected settlement.

Risk and Uncertainties

COVID-19 Risks, Impacts and Uncertainties

The spread of COVID-19 and the related country-wide shutdowns and restrictions had a mixed impact on the Company’s business.

In the ambulance transportation business, which predominantly comprises non-emergency medical transportation, the Company saw a decline in volumes from historical and expected levels, as elective surgeries and other procedures were postponed.

In some of the Company’s larger markets, such as New York and California, there were declines in trip volume.

In addition, the Company experienced lost revenues associated with sporting, concerts and other events, as those events were cancelled or significantly restricted (or entirely eliminated) the number of permitted attendees.

Ambulance transports and event-related revenues have both since recovered to pre-COVID levels or higher.

There are two areas where the Company has experienced positive business impacts from COVID-19.

In April and May 2020, the Company participated in an emergency project with Federal Emergency Management Agency in the New York City area.

This engagement resulted in incremental transportation revenue.

In addition, in response to the need for widespread COVID-19 testing and available EMTs and paramedics, the Company formed a new subsidiary, RRT, with the goal to perform COVID-19 tests at nursing homes, municipal sites, businesses, schools and other venues.

RRT is part of the Mobile Health Services segment.

As COVID-19 testing activity slowed to account for a minor portion of the Company’s revenues, RRT expanded its services beyond COVID-19 testing to a wide variety of tests, vaccinations and other procedures.

Risks, Impacts and Uncertainties

The Company’s current business plan assumes increased demand for Mobile Health Services.

Demand for such services was accelerated by the pandemic, but is also being driven by longer-term secular factors, such as the increasing desire on the part of patients to receive treatments outside of traditional settings, such as doctor’s offices and hospitals.

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.

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

Government contract work subjects the Company to government audits, investigations and proceedings, which could also 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.

Subsequent Events

Share Repurchase Program

On January 31, 2024, the Board of Directors authorized a new share repurchase program pursuant to which the Company may purchase up to $ 36,000,000 in shares of Common Stock during a six-month period ending July 30, 2024 (the “Repurchase Program”) and may be suspended, extended, modified or discontinued at any time.

Under the terms of the Repurchase Program, the Company may purchase shares of Common Stock on a discretionary basis from time to time through open market repurchases or privately negotiated transactions or through other means, including by entering into Rule 10b5-1 trading plans or accelerated share repurchase programs, in each case, during an “open window” and when the Company does not possess material non-public information.

The timing, manner, price and amount of shares repurchased under the Repurchase Program will depend on a variety of factors, including stock price, trading volume, market conditions, corporate and regulatory requirements and other general business considerations.

The Repurchase Program may be modified, suspended or discontinued at any time without prior notice.

Repurchases under the Repurchase Program may be funded from the Company’s existing cash and cash equivalents, future cash flow or proceeds of borrowings or debt offerings.

Line of Credit

On February 8, 2024, the Company made a draw of $ 15,000,000 under its Revolving Facility.

On February 27, 2024, the Company repaid all amounts outstanding under the Revolving Facility, and no amounts are outstanding as of the date of this Annual Report.

Acquisition of Professional Technicians, Inc.

On February 10, 2025, Holdings acquired 100 % of the outstanding shares of common stock of Professional Technicians, Inc.

The aggregate purchase price consisted of $ 4,000,000 in cash consideration, $ 3,800,000 of which was paid at closing.

The Company also agreed to pay PTI up to an additional $ 1,500,000 in deferred consideration upon meeting certain performance conditions through the period beginning on April 1, 2025 and ending on March 31, 2026.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data