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Ambulnz, Inc. and Subsidiaries CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIODS ENDED SEPTEMBER 30, 2021 and 2020 Condensed Consolidated Balance Sheets as of

Key Takeaway: Ambulnz, Inc. and Subsidiaries CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIODS ENDED SEPTEMBER 30, 2021 and 2020 Condensed Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020 2 Unaudited Condensed Consolidated Statements of Operat

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Ambulnz, Inc. and Subsidiaries
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED SEPTEMBER 30, 2021 and 2020
Condensed Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020 2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months and Nine Months Ended September 30, 2021 and September 30, 2020 3
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three Months and Nine Months Ended September 30, 2021 and September 30, 2020 4
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and September 30, 2020 5-6
Notes to Unaudited Condensed Consolidated Financial Statements 7-29
Ambulnz, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31,
2021 2020
Unaudited Audited
ASSETS
Current assets:
Cash and cash equivalents $ 39,550,926 $ 32,418,220
Accounts receivable, net of allowance of $5,301,498 and $3,193,048 as of September 30, 2021 and December 31, 2020, respectively 51,497,088 24,854,957
Prepaid expenses and other current assets 5,681,902 1,150,491
Total current assets 96,729,916 58,423,668
Property and equipment, net 10,470,597 9,105,597
Intangibles, net 10,813,082 10,674,106
Goodwill 6,610,557 6,610,557
Restricted cash 3,611,569 2,039,053
Operating lease right-of-use assets 4,511,988 4,997,407
Finance lease right-of-use assets 8,224,418 7,001,644
Other assets 3,106,738 1,320,331
Total assets $ 144,078,865 $ 100,172,363
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 13,378,151 $ 3,954,123
Accrued liabilities 39,172,931 14,254,438
Line of credit 8,000,000 -
Notes payable, current 931,561 664,357
Due to seller 1,069,026 1,125,522
Operating lease liability, current 1,552,866 1,620,470
Finance lease liability, current 2,858,622 1,876,765
Total current liabilities 66,963,157 23,495,675
Notes payable, non-current 605,075 594,494
Operating lease liability, non-current 3,220,829 3,638,254
Finance lease liability, non-current 6,233,850 5,496,899
Total liabilities 77,022,911 33,225,322
Commitments and Contingencies
STOCKHOLDERS' EQUITY:
Series A preferred stock (no par value; 40,000 shares authorized; 28,321 and 28,055 issued and outstanding at September 30, 2021 and December 31, 2020, respectively); liquidation preference of $84,963,000 and $84,165,000 at September 30, 2021 and December 31, 2020 $ - $ -
Class A common stock (no par value; 78,000 shares authorized; 35,497 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively) - -
Class B common stock (no par value; 76,503 shares authorized; 55,008 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively) - -
Additional paid-in-capital 143,289,262 142,346,852
Accumulated deficit (87,117,532 ) (87,300,472 )
Accumulated other comprehensive gain (loss) 123,307 (48,539 )
Total stockholders' equity attributable to Ambulnz, Inc. and Subsidiaries 56,295,037 54,997,841
Noncontrolling interests 10,760,917 11,949,200
Total stockholders' equity 67,055,954 66,947,041
Total liabilities and stockholders' equity $ 144,078,865 $ 100,172,363
The accompanying notes are an integral part of
these Condensed Consolidated Financial statements.
Ambulnz, Inc. and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
COMPREHENSIVE INCOME (LOSS)
Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
Revenue, net $ 85,838,988 $ 26,936,613 $ 197,394,379 $ 62,850,433
Expenses:
Cost of revenues (exclusive of depreciation and amortization, which is shown separately below) 60,025,728 18,263,419 137,080,202 41,950,093
Operating expenses:
General and administrative 19,612,243 8,705,440 47,239,204 24,118,249
Depreciation and amortization 2,019,576 1,369,762 5,514,303 4,065,445
Legal and regulatory 813,204 658,332 2,646,573 1,993,174
Technology and development 854,618 309,257 1,980,899 620,053
Sales, advertising and marketing 994,401 189,662 3,029,182 422,863
Total expenses 84,319,770 29,495,872 197,490,363 73,169,877
Income (loss) from operations 1,519,218 (2,559,259 ) (95,984 ) (10,319,444 )
Other income (expenses):
Interest income (expense), net (255,711 ) (73,788 ) (500,849 ) (74,779 )
Gain from PPP loan forgiveness 142,667 - 142,667 -
Gain (loss) on disposal of fixed assets - (18,784 ) (27,730 ) (8,854 )
Total other income (expense) (113,044 ) (92,572 ) (385,912 ) (83,633 )
Net income (loss) before income tax benefit (expense) 1,406,174 (2,651,831 ) (481,896 ) (10,403,077 )
Income tax benefit (expense) (604,608 ) (3,518 ) (613,531 ) (3,518 )
Net income (loss) 801,566 (2,655,349 ) (1,095,427 ) (10,406,595 )
Net income (loss) attributable to noncontrolling interests (2,705,954 ) (256,998 ) (1,278,363 ) (538,826 )
Net income (loss) attributable to stockholders of Ambulnz, Inc. and Subsidiaries 3,507,520 (2,398,351 ) 182,936 (9,867,769 )
Other comprehensive income (loss):
Foreign currency translation adjustment 69,193 14,216 171,846 196,345
Total comprehensive gain (loss) $ 3,576,713 $ (2,384,135 ) $ 354,782 $ (9,671,424 )
Net income (loss) per share attributable to Ambulnz, Inc. and Subsidiaries - Basic $ 38.75 $ (26.50 ) $ 2.02 $ (109.03 )
Weighted-average shares outstanding - Basic 90,505 90,505 90,505 90,505
Net income (loss) per share attributable to Ambulnz, Inc. and Subsidiaries - Diluted $ 27.03 $ (26.50 ) $ 1.41 $ (109.03 )
Weighted-average shares outstanding - Diluted 129,741 90,505 129,741 90,505
The accompanying notes are an integral part of
these Condensed Consolidated Financial statements.
Ambulnz, Inc. and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY
Series A Preferred Stock Class A Common Stock Class B Common Stock Additional Paid-in- Accumulated Accumulated Other Comprehensive Noncontrolling Total Stockholders'
Shares Amount Shares Amount Shares Amount Capital Deficit Income Interests Equity
Balance - January 1, 2020 28,055 $ - 35,497 $ - 55,008 $ - $ 141,659,780 $ (72,940,528 ) $ (244,884 ) $ 10,888,466 $ 79,362,834
Noncontrolling interest contribution - - - - - - - - - 1,500,002 1,500,002
Stock based compensation - - - - - - 171,768 - - - 171,768
Foreign currency translation - - - - - - - - 266,053 - 266,053
Net income attributable to Noncontrolling interests - - - - - - - - - (615,041 ) (615,041 )
Net loss attributable to stockholders of Ambulnz, Inc. and Subsidiaries - - - - - - - (5,422,118 ) - - (5,422,118 )
Balance - March 31, 2020 28,055 $ - 35,497 $ - 55,008 $ - $ 141,831,548 $ (78,362,646 ) $ 21,169 $ 11,773,427 $ 75,263,498
Stock based compensation - - - - - - 171,768 - - - 171,768
Foreign currency translation - - - - - - - - (83,924 ) - (83,924 )
Net income attributable to Noncontrolling interests - - - - - - - - - 333,213 333,213
Net loss attributable to stockholders of Ambulnz, Inc. and Subsidiaries - - - - - - - (2,047,300 ) - - (2,047,300 )
Balance - June 30, 2020 28,055 $ - 35,497 $ - 55,008 $ - $ 142,003,316 $ (80,409,946 ) $ (62,755 ) $ 12,106,640 $ 73,637,255
Noncontrolling interest contribution - - - - - - 30,394 - - - 30,394
Stock based compensation - - - - - - 171,768 - - - 171,768
Foreign currency translation - - - - - - - - 14,216 - 14,216
Net income attributable to Noncontrolling interests - - - - - - - - - (256,998 ) (256,998 )
Net loss attributable to stockholders of Ambulnz, Inc. and Subsidiaries - - - - - - - (2,398,351 ) - - (2,398,351 )
Balance - September 30, 2020 28,055 - 35,497 - 55,008 - 142,205,478 (82,808,297 ) (48,539 ) 11,849,642 71,198,284
Series A Preferred Stock Class A Common Stock Class B Common Stock Additional Paid-in- Accumulated Accumulated Other Comprehensive Noncontrolling Total Stockholders'
Shares Amount Shares Amount Shares Amount Capital Deficit Income Interest Equity
Balance - January 1, 2021 28,055 $ - 35,497 $ - 55,008 $ - $ 142,346,852 $ (87,300,472 ) $ (48,539 ) $ 11,949,200 $ 66,947,041
Noncontrolling interest contribution - - - - - - - - - 333,025 333,025
Stock based compensation - - - - - - 391,534 - - - 391,534
Shares issued for services 266 - - - - - - - - -
Foreign currency translation - - - - - - - - 7,998 - 7,998
Net income attributable to Noncontrolling interests - - - - - - - - - (320,632 ) (320,632 )
Net loss attributable to stockholders of Ambulnz, Inc. and Subsidiaries - - - - - - - (1,678,364 ) - - (1,678,364 )
Balance - March 31, 2021 28,321 $ - 35,497 $ - 55,008 $ - $ 142,738,386 $ (88,978,836 ) $ (40,541 ) $ 11,961,593 $ 65,680,602
Stock based compensation - - - - - - 370,000 - - - 370,000
Foreign currency translation - - - - - - - - 94,655 - 94,655
Net income attributable to Noncontrolling interests - - - - - - - - - 1,748,223 1,748,223
Net loss attributable to stockholders of Ambulnz, Inc. and Subsidiaries - - - - - - - (1,646,216 ) - - (1,646,216 )
Balance - June 30, 2021 28,321 $ - 35,497 $ - 55,008 $ - $ 143,108,386 $ (90,625,052 ) $ 54,114 $ 13,709,816 $ 66,247,264
UK Ltd. Shares purchase - - - - - - (280,772 ) - - (242,945 ) (523,717 )
Stock based compensation - - - - - - 463,046 - - - 463,046
Fees associated with equity raise (1,398 ) (1,398 )
Foreign currency translation - - - - - - - - 69,193 - 69,193
Net income attributable to Noncontrolling interests - - - - - - - - - (2,705,954 ) (2,705,954 )
Net loss attributable to stockholders of Ambulnz, Inc. and Subsidiaries - - - - - - - 3,507,520 - - 3,507,520
Balance - September 30, 2021 28,321 $ - 35,497 $ - 55,008 $ - $ 143,289,262 $ (87,117,532 ) $ 123,307 $ 10,760,917 $ 67,055,954
The accompanying notes are an integral part of
these Condensed Consolidated Financial statements.
Ambulnz, Inc. and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
Nine Months Ended
September 30,
2021 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,095,427 ) $ (10,406,595 )
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment 1,697,380 1,341,210
Amortization of intangible assets 1,432,983 1,087,456
Amortization of right of use assets 2,383,940 1,636,778
Gain (loss) on disposal of assets 27,730 (8,854 )
Gain from PPP loan forgiveness (142,667 ) -
Bad debt expense 2,152,470 1,585,854
Stock based compensation 1,224,580 515,305
Changes in operating assets and liabilities:
Accounts receivable (28,794,602 ) (9,300,321 )
Prepaid expenses and other current assets (4,531,411 ) (175,378 )
Other assets (1,786,407 ) (133,687 )
Accounts payable 9,422,628 1,383,642
Accrued liabilities 24,861,804 4,529,501
Net cash provided by (used in) operating activities 6,853,001 (7,945,089 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment (2,824,916 ) (2,905,072 )
Proceeds from disposal of property and equipment 6,000 69,113
Acquisition of intangibles (1,571,959 ) (1,759,509 )
Net cash (used in) investing activities (4,390,875 ) (4,595,468 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of notes payable (374,456 ) (93,979 )
Noncontrolling interest contributions 333,025 1,530,393
Proceeds from line of credit 8,000,000 -
Acquisition of businesses (56,496 ) (79,012 )
Payments on obligations under finance lease (1,830,823 ) (1,589,269 )
Net cash provided by (used in) financing activities 6,071,250 (231,867 )
Effect of exchange rate changes on cash and cash equivalents 171,846 196,345
Net increase (decrease) in cash and restricted cash 8,705,222 (12,576,079 )
Cash and restricted cash at beginning of period 34,457,273 51,767,735
Cash and restricted cash at end of period $ 43,162,495 $ 39,191,656
The accompanying notes are an integral part of
these Condensed Consolidated Financial statements.
Ambulnz, Inc. and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS (CONTINUED)
Supplemental disclosure of cash and non-cash transactions:
Cash paid for interest $ 39,637 $ 35,858
Cash paid for interest on finance lease liabilities $ 381,937 $ 440,852
Cash paid for income taxes $ 613,531 $ 3,518
Right-of-use assets obtained in exchange for lease liabilities $ 3,569,276 $ 131,934
Fixed assets acquired in exchange for notes payable $ 271,194 $ 318,295
Acquisition of remaining 20% of Ambulnz UK LTD $ 228,518 $ -
Gain from PPP loan forgiveness $ 142,667 $ -
Reconciliation of cash and restricted cash
Cash $ 39,550,926 $ 36,640,734
Restricted Cash 3,611,569 2,550,922
Total cash and restricted cash shown in statement of cash flows $ 43,162,495 $ 39,191,656
The accompanying notes are an integral part of
these Condensed Consolidated Financial statements.
Ambulnz, Inc. and Subsidiaries
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
Ambulnz, LLC was originally formed in Delaware
on June 17, 2015, as a limited liability company. On November 1, 2017, with an effective date of January 1, 2017, Ambulnz converted its
legal structure from a limited liability company to a C-corporation and changed its name to Ambulnz, Inc. ("Ambulnz"). 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 United States as well as
within England and Wales, United Kingdom.
Ambulnz, Inc. and Subsidiaries (collectively,
the "Company") is a healthcare transportation and Mobile Health services company ("Mobile Health") that uses proprietary
dispatch and communication technology to provide quality healthcare transportation and healthcare services in major metropolitan cities
in the United States and the United Kingdom. Mobile Health performs in-person care directly to patients in the comfort of their homes,
workplaces and other non-traditional locations.
On March 8, 2021, Motion Acquisition Corp., ("Motion"),
entered into a Merger Agreement ("Merger Agreement") by and among Motion, Motion Merger Sub Corp. and a wholly owned subsidiary
of Motion ("Merger Sub"), and Ambulnz, Inc. ("Ambulnz"). Pursuant to the Merger Agreement, the parties will enter
into a business combination transaction by which Merger Sub will merge with and into the Ambulnz ("Merger"), with Ambulnz
being the surviving entity of the Merger and becoming a wholly-owned subsidiary of Motion. Concurrent with the consummation of the Merger,
(i) each option and warrant of Ambulnz that is outstanding and unexercised ("Convertible Securities") immediately prior to
the effective time of the Merger ("Effective Time") will be assumed by Motion and will represent the right to acquire an adjusted
number of shares of Motion Common Stock at an adjusted exercise price, (ii) the outstanding shares of preferred stock of Ambulnz issued
and outstanding immediately prior to the Effective Time will be converted into shares of Class A common stock of Ambulnz, in each case,
pursuant to the terms of the Merger Agreement. The Company's Equity, on a fully diluted basis, will be converted into 83.6 million
shares of Class A common stock of Motion (excluding 5.0 million additional shares subject to earnout provisions) at a price of $10.00
per share (the "Transaction Shares").
2. Summary of Significant Accounting Policies
Basis of Presentation
We have prepared the accompanying financial data
as of September 30, 2021, the interim results for the quarter and nine months ended September 30, 2021 are not necessarily indicative
of results for the full 2021 calendar year or any other future interim periods, without audit, pursuant to the rules and regulations of
the U.S. Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") have been condensed
or omitted pursuant to such rules and regulations. The December 31, 2020 Consolidated Balance Sheet was derived from audited financial
statements, but does not include all disclosures required by accounting principles generally accepted in the United States. However, we
believe that the disclosures are adequate to make the information presented not misleading. These Consolidated Financial Statements should
be read in conjunction with the Consolidated Financial Statements and the notes thereto included in the form S-4. Noncontrolling interests
("NCI") on the consolidated statements of financial condition represents the portion of consolidated joint ventures and a
variable interest entity in which the Company does not have direct equity ownership. Accounts and transactions between consolidated entities
have been eliminated.
Principles of Consolidation
The accompanying Condensed Consolidated Financial
statements include the accounts of Ambulnz and its subsidiaries. All significant intercompany transactions and balances have been eliminated
in these Condensed Consolidated Financial Statements.
Ambulnz, Inc. and Subsidiaries
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
The Company holds a variable interest which contracts
with physicians and other health professionals in order to provide services to the Company. MD1 Medical Care P.C. ("MD1")
is considered a variable interest entity ("VIE") since it does not have sufficient equity to finance its activities without
additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if
it has both power and benefits-that is, it has (1) the power to direct the activities of a 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 MD1 and funds and absorbs all losses of the VIE and appropriately consolidates Ambulnz,
Inc. and Subsidiaries.
Total revenue for the three and nine months period
for the VIE amounted to $337,654 at September 30, 2021. Net loss for the three and nine months period for the VIE was $321,079 at September
30, 2021. The VIE's total assets, all of which were current, was $220,081 at September 30, 2021. Total liabilities, all of which
were current for the VIE, was $189,167 at September 30, 2021. The VIE's total stockholders' equity was $30,914 at September
The Company's functional currency is the
U.S. dollar. The functional currency of our foreign operation is the respective local currency. 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. The consolidated statements of operations are translated at the weighted average rate of exchange
during the applicable period. The resulting unrealized cumulative translation adjustment is not material to the financial statements.
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
Last updated: Nov 15, 2021