UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2022

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                to             

 

Commission File Number: 001-39618

 

DocGo Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   85-2515483
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification Number)
     
35 West 35th Street, Floor 6    
New York, New York   10001
(Address of Principal Executive Offices)   (Zip Code)

 

(844) 443-6246

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share   DCGO   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
    Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No

 

As of November 3, 2022, 102,826,671 shares of Common Stock, par value $0.0001 per share, were issued and outstanding.

 

 

 

 

 

 

Table of Contents

 

    Page
PART I - FINANCIAL INFORMATION    
     
Item 1. Financial Statements   1
Item 2. Management’s Discussion and Analysis of Financial Condition and Result of Operations   36
Item 3. Quantitative and Qualitative Disclosures About Market Risk   53
Item 4. Controls and Procedures   53
     
PART II - OTHER INFORMATION    
     
Item 1. Legal Proceedings   54
Item 1A. Risk Factors   54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   55
Item 3. Defaults Upon Senior Securities   55
Item 4. Mine Safety Disclosures   55
Item 5. Other Information   55
Item 6. Exhibits   56
Signatures   57

 

i

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021   2
     
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021   3
     
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022 and 2021   4-5
     
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021   6-7
     
Notes to Unaudited Condensed Consolidated Financial Statements   8-35

 

1

 

 

DocGo Inc. and Subsidiaries

 

CONDENSED CONSOLIDATED BALANCE SHEET

 

    September 30,     December 31,  
    2022     2021  
    Unaudited     Audited  
ASSETS            
             
Current assets:            
Cash and cash equivalents   $ 169,598,749     $ 175,537,221  
Accounts receivable, net of allowance of $7,376,957 and $7,377,389 as of September 30, 2022 and December 31, 2021, respectively     79,999,764       78,383,614  
Prepaid expenses and other current assets     2,394,324       2,111,656  
                 
Total current assets     251,992,837       256,032,491  
                 
Property and equipment, net     17,577,830       12,733,889  
Intangibles, net     20,647,790       10,678,049  
Goodwill     34,533,363       8,686,966  
Restricted cash     9,753,575       3,568,509  
Operating lease right-of-use assets     8,185,547       4,195,682  
Finance lease right-of-use assets     9,421,196       9,307,113  
Equity method investment     712,718       589,058  
Other assets     3,095,354       3,810,895  
Total assets   $ 355,920,210     $ 309,602,652  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                 
Current liabilities:                
Accounts payable   $ 12,153,337     $ 15,833,970  
Accrued liabilities     38,558,074       35,110,877  
Line of credit     1,025,881       25,881  
Notes payable, current     680,703       600,449  
Due to seller     9,802,238       1,571,419  
Contingent consideration     4,000,000       -  
Operating lease liability, current     2,059,278       1,461,335  
Finance lease liability, current     2,858,968       3,271,990  
Total current liabilities     71,138,479       57,875,921  
                 
Notes payable, non-current     1,456,105       1,302,839  
Operating lease liability, non-current     6,406,246       2,980,946  
Finance lease liability, non-current     6,086,521       6,867,420  
Warrant liabilities     -       13,518,502  
Total liabilities     85,087,351       82,545,628  
                 
Commitments and Contingencies    
 
     
 
 
                 
STOCKHOLDERS’ EQUITY:                
Common stock ($0.0001 par value; 500,000,000 shares authorized as of  September 30, 2022 and December 31,2021; 102,824,878 and 100,133,953 shares issued and outstanding as of September 30, 2022 and December 31,2021, respectively     10,778       10,013  
Additional paid-in-capital     301,522,213       283,161,216  
Accumulated deficit     (37,036,937 )     (63,556,714 )
Accumulated other comprehensive loss     (276,213 )     (32,501 )
Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries     264,219,841       219,582,014  
Noncontrolling interests     6,613,018       7,475,010  
Total stockholders’ equity     270,832,859       227,057,024  
Total liabilities and stockholders’ equity   $ 355,920,210     $ 309,602,652  

 

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

 

2

 

 

DocGo Inc. and Subsidiaries

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2022   2021   2022   2021 
                 
Revenue, net  $104,319,894   $85,838,988   $331,730,750   $197,394,379 
Expenses:                    
Cost of revenues (exclusive of depreciation and amortization, which is shown separately below)   71,254,838    60,025,728    219,418,873    137,080,202 
Operating expenses:                    
General and administrative   22,186,036    19,612,243    70,684,270    47,239,204 
Depreciation and amortization   3,014,864    2,019,576    7,253,656    5,514,303 
Legal and regulatory   2,200,964    813,204    6,610,223    2,646,573 
Technology and development   1,373,146    854,618    3,663,299    1,980,899 
Sales, advertising and marketing   90,856    994,401    2,348,917    3,029,182 
Total expenses   100,120,704    84,319,770    309,979,238    197,490,363 
Income (loss) from operations   4,199,190    1,519,218    21,751,512    (95,984)
                     
Other income (expenses):                    
Interest income (expense), net   334,221    (255,711)   296,891    (500,849)
Gain/(loss) on remeasurement of warrant liabilities   (1,831,947)   
-
    1,137,070    
-
 
Gain on initial equity method investments   93,371    
-
    99,840    
-
 
Gain on remeasurement of finance leases   
-
    
-
    1,388,273    
-
 
Gain from PPP loan forgiveness   
-
    142,667    
-
    142,667 
Gain/(loss) on disposal of fixed assets   42,667    
-
    42,667    (27,730)
Other income   30,900    
-
    42,288    
-
 
Total other (expense) income   (1,330,788)   (113,044)   3,007,029    (385,912)
                     
Net income (loss) before income tax benefit (expense)   2,868,402    1,406,174    24,758,541    (481,896)
Income tax expense   (401,916)   (604,608)   (1,163,755)   (613,531)
Net income (loss)   2,466,486    801,566    23,594,786    (1,095,427)
Net loss attributable to noncontrolling interests   (687,944)   (2,705,954)   (2,924,992)   (1,278,363)
Net income attributable to stockholders of DocGo Inc. and Subsidiaries   3,154,430    3,507,520    26,519,778    182,936 
Other comprehensive income                    
Foreign currency translation adjustment   248,283    69,193    252,854    171,846 
Total comprehensive gain  $3,402,713   $3,576,713   $26,772,632   $354,782 
                     
Net income per share attributable to DocGo Inc. and Subsidiaries - Basic  $0.03   $0.06   $0.26   $0.00 
Weighted-average shares outstanding - Basic   98,960,538    58,388,866    100,725,697    58,388,866 
                     
Net income per share attributable to DocGo Inc. and Subsidiaries - Diluted  $0.03   $0.04   $0.24   $0.00 
Weighted-average shares outstanding - Diluted   107,403,135    83,701,783    109,168,293    83,701,783 

 

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

 

3

 

 

DocGo 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 - 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   266    -    171,608    17    -    -    -    -    -    -    17 
Stock based compensation   -    -    -    -    -    -    391,534    -    -    -    391,534 
Noncontrolling interest contribution   -    -    -    -    -    -    -    -    -    333,025    333,025 
Foreign currency translation   -    -    -    -    -    -    -    -    7,998    -    7,998 
Net loss attributable to Noncontrolling interests   -    -    -    -    -    -    -    -    -    (320,632)   (320,632)
Net loss attributable to stockholders of DocGo Inc. and Subsidiaries   -    -    -    -    -    -    -    (1,678,364)   -    -    (1,678,364)
Balance - March 31, 2021   28,321   $-    76,660,813   $7,666    -   $-   $142,738,386   $(88,978,836)  $(40,541)  $11,961,593   $65,688,268 
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 DocGo Inc. and Subsidiaries   -    -    -    -    -    -    -    (1,646,216)   -    -    (1,646,216)
Balance - June 30, 2021   28,321    -    76,660,813   $7,666    -   $-   $143,108,386   $(90,625,052)  $54,114   $13,709,816   $66,254,930 
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 income attributable to stockholders of Ambulnz, Inc. and Subsidiaries   -    -    -    -    -    -    -    3,507,520    -    -    3,507,520 
Balance - September 30, 2021   28,321   $-    76,660,813   $7,666    -   $-   $143,289,262   $(87,117,532)  $123,307   $10,760,917   $67,063,620 

 

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

4

 

 

DocGo Inc. and Subsidiaries

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(CONTINUED)

  

    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 - December 31, 2021           -     $        -       100,133,953     $ 10,013       -     $       -     $ 283,161,216     $ (63,556,714 )   $ (32,501 )   $ 7,475,010     $ 227,057,024  
Exercise of stock options     -       -       195,152       195       -       -       374,149       -       -       -       374,344  
Stock based compensation     -       -       -       -       -       -       1,422,937       -       -       -       1,422,937  
Equity cost                                                     (19,570 )                             (19,570 )
Noncontrolling interest contribution     -       -       -       -       -       -       -       -       -       2,063,000       2,063,000  
Foreign currency translation     -       -       -       -       -       -       -       -       (5,863 )     -       (5,863 )
Net loss attributable to Noncontrolling interests     -       -       -       -       -       -       -       -       -       (1,257,257 )     (1,257,257 )
Net income attributable to stockholders   of DocGo Inc. and Subsidiaries     -       -       -       -       -        -       -       10,629,694       -       -       10,629,694  
Balance - March 31, 2022     -     $ -       100,329,105     $ 10,208       -     $ -     $ 284,938,732     $ (52,927,020 )   $ (38,364 )   $ 8,280,753     $ 240,264,309  
Common stock repurchased     -       -       (70,000 )     (70 )     -       -       (497,829 )     -       -       -       (497,899 )
Exercise of stock options     -       -       417,927       418       -       -       778,648       -       -       -       779,066  
Stock based compensation     -       -       -       -       -       -       1,999,619       -       -       -       1,999,619  
UK Ltd. Restricted Stock     -       -       8,258       8       -       -       82,297       -       -       -       82,305  
Net loss attributable to Noncontrolling interests     -       -       -       -       -       -       -       -       -       (979,791 )     (979,791 )
Foreign currency translation     -       -       -       -       -       -       -       -       10,434       -       10,434  
Net income attributable to stockholders of DocGo Inc. and Subsidiaries     -       -       -       -       -       -       -       12,735,653       -       -       12,735,653  
Balance - June 30, 2022     -     $ -       100,685,290     $ 10,564       -     $ -     $ 287,301,467     $ (40,191,367 )   $ (27,930 )   $ 7,300,962     $ 254,393,696  
Common stock repurchased     -       -       -       -       -       -       -       -       -       -       -  
Exercise of stock options     -       -       378,941       38       -       -       728,465       -       -       -       728,503  
Cashless exercise of options     -       -       354,276       35       -       -       (354 )     -       -       -       (319 )
Stock based compensation     -       -       -       -       -       -       1,015,660       -       -       -       1,015,660  
UK Ltd. Restricted Stock     -       -       -       -       -       -       95,543       -       -       -       95,543  
Share warrants conversion     -       -       1,406,371       141       -       -       12,381,432       -       -       -       12,381,573  
Acquisitions     -       -       -       -       -       -       -       -       -       -       -  
Net loss attributable to Noncontrolling interests     -       -       -       -       -       -       -       -       -     (687,944 )     (687,944 )
Foreign currency translation     -       -       -       -       -       -       -       -       (248,283 )     -       (248,283 )
Net income attributable to stockholders   of DocGo Inc. and Subsidiaries     -       -       -       -             -       -       -       3,154,430       -       -       3,154,430  
Balance - September 30, 2022     -     $ -       102,824,878     $ 10,778       -     $ -     $ 301,522,213     $ (37,036,937 )   $ (276,213 )   $ 6,613,018     $ 270,832,859  

 

5

 

 

DocGo Inc. and Subsidiaries

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   Nine Months Ended
September 30,
 
   2022   2021 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net income (loss)  $23,594,786   $(1,095,427)
Adjustments to reconcile net income to net cash          
provided by operating activities:          
Depreciation of property and equipment   2,592,244    1,697,380 
Amortization of intangible assets   2,269,423    1,432,983 
Amortization of finance lease right-of-use assets   2,391,989    2,383,940 
(Gain) Loss on disposal of assets   (42,667)   27,730 
Gain from PPP loan forgiveness   
-
    (142,667)
Gain from equity method investment   (99,840)   
-
 
Bad debt expense   2,702,979    2,152,470 
Stock based compensation   4,616,056    1,224,580 
Gain on remeasurement of finance leases   (1,388,273)   
-
 
Gain on remeasurement of warrant liabilities   (1,137,070)   
-
 
Changes in operating assets and liabilities:          
Accounts receivable   2,894,650    (28,794,602)
Prepaid expenses and other current assets   (282,668)   (4,531,411)
Other assets   882,432    (1,786,407)
Accounts payable   (3,983,383)   9,422,628 
Accrued liabilities   2,596,887    24,861,804 
Net cash provided by operating activities   37,607,545    6,853,001 
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Acquisition of property and equipment   (1,994,161)   (2,824,916)
Acquisition of intangibles   (1,956,434)   (1,571,959)
Acquisition of businesses   (33,843,373)   (56,496)
Proceeds from disposal of property and equipment   
-
    6,000 
Net cash used in investing activities   (37,793,968)   (4,447,371)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from revolving credit line   1,000,000    8,000,000 
Repayments of notes payable   (585,711)   (374,456)
Due to seller   (1,007,800)   
-
 
Noncontrolling interest contributions   2,063,000    333,025 
Proceeds from exercise of stock options   1,880,568    
-
 
Common stock repurchased   (497,759)   
-
 
Equity costs   (19,570)   
-
 
Payments on obligations under finance lease   (2,146,857)   (1,830,823)
           
Net cash provided by financing activities   685,871    6,127,746 
           
Effect of exchange rate changes on cash and cash equivalents   (252,854)   171,846 
           
Net increase in cash and restricted cash   246,594    8,705,222 
Cash and restricted cash at beginning of period   179,105,730    34,457,273 
Cash and restricted cash at end of period  $179,352,324   $43,162,495 

 

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

 

6

 

 

DocGo Inc. and Subsidiaries

 

CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)

 

   Nine Months Ended
September 30,
 
   2022   2021 
Supplemental disclosure of cash and non-cash transactions:
         
Cash paid for interest  $102,203   $39,637 
           
Cash paid for interest on finance lease liabilities  $434,580   $381,937 
           
Cash paid for income taxes  $917,445   $613,531 
           
Right-of-use assets obtained in exchange for lease liabilities  $4,094,731   $3,569,276 
           
Fixed assets acquired in exchange for notes payable  $819,231   $271,194 
           
Acquisition of remaining 20% of Ambulnz UK LTD  $
-
   $228,518 
           
Gain from PPP loan forgiveness  $
-
   $142,667 
           
Reconciliation of cash and restricted cash          
Cash  $169,598,749   $39,550,926 
           
Restricted Cash   9,753,575    3,611,569 
           
Total cash and restricted cash shown in statement of cash flows  $179,352,324   $43,162,495 

 

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

 

7

 

 

DocGo Inc. and Subsidiaries

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. Description of Organization and Business Operations

 

The Business

 

On November 5, 2021 (the “Closing Date”), DocGo Inc., a Delaware corporation (formerly known as Motion Acquisition Corp) (prior to the Closing Date, “Motion” and after the Closing Date, “DocGo”), consummated the previously announced business combination (the “Closing”) pursuant to that certain Agreement and Plan of Merger dated March 8, 2021 (the “Merger Agreement”), by and among Motion Acquisition Corp., a Delaware corporation (“Motion”), Motion Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Motion (“Merger Sub”), and Ambulnz, Inc., a Delaware corporation (“Ambulnz”). In connection with the Closing, the registrant changed its name from Motion Acquisition Corp. to DocGo Inc.

 

As contemplated by the Merger Agreement and as described in Motion’s definitive proxy statement/consent solicitation/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 14, 2021 (the “Prospectus”), Merger Sub was merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). As a result of the Merger, Ambulnz is a wholly-owned subsidiary of DocGo and each share of Series A preferred stock of Ambulnz, no par value (“Ambulnz Preferred Stock”), Class A common stock of Ambulnz, no par value (“Ambulnz Class A Common Stock”), and Class B common stock of Ambulnz, no par value (“Ambulnz Class B Common Stock,” together with Ambulnz Class A Common Stock, “Ambulnz Common Stock”) was cancelled and converted into the right to receive a portion of merger consideration issuable as common stock of DocGo, par value $0.0001 (“Common Stock”), pursuant to the terms and conditions set forth in the Merger Agreement.

 

In connection with the Business Combination, DocGo raised $158.0 million of net proceeds. This amount was comprised of $43.4 million of cash held in Motion’s trust account from its initial public offering, net of DocGo’s transaction costs and underwriters’ fees of $9.6 million, and $114.6 million of cash in connection with the PIPE Financing. The transaction costs consisted of banking, legal, and other professional fees, which were recorded as a reduction to additional paid-in capital.

 

The Business

 

DocGo Inc. and its Subsidiaries (collectively, the “Company”) is a healthcare transportation and mobile health services (“Mobile Health”) company that uses proprietary dispatch and communication technology to provide quality healthcare transportation and healthcare services in major metropolitan cities in the United States (“U.S.”) and the United Kingdom (“U.K.”). Mobile Health performs in-person care directly to patients in the comfort of their homes, workplaces and other non-traditional locations.

 

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 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.

  

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2021.

 

8

 

 

DocGo Inc. and Subsidiaries

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

 

The Consolidated Balance Sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by U.S. GAAP.

 

The Unaudited Condensed Consolidated Financial Statements include the accounts and operations of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation. Noncontrolling interests (“NCI”) on the Unaudited Condensed 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. Accounts and transactions between consolidated entities have been eliminated. 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.

 

Pursuant to the Business Combination, the merger between Motion and Ambulnz, Inc. was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Motion was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Ambulnz, Inc. stock for the net assets of Motion, accompanied by a recapitalization. The net assets of Motion 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, Inc. 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, Inc. was determined to be the accounting acquirer in the transaction, 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.

 

Principles of Consolidation

 

The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of DocGo Inc. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in these Unaudited Condensed Consolidated Financial Statements.

 

The Company holds a variable interest in MD1 Medical Care P.C. (“MD1”) which contracts with physicians and other health professionals in order to provide services to the Company. 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 MD1.

 

Net loss for the VIE was $207,368 and $321,079 as of September 30, 2022 and 2021, respectively. The VIE’s total assets, all of which were current, amounted to $301,503 and $220,081 on September 30, 2022 and 2021, respectively. Total liabilities, all of which were current for the VIE, was $933,977 on September 30, 2022. The VIE’s total stockholders’ deficit was $632,474 and $30,914 on September 30, 2022 and 2021, respectively.

 

9

 

 

DocGo Inc. and Subsidiaries

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

 

Foreign Currency 

 

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 Unaudited Condensed 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 is not material to the financial statements.

 

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. 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.

 

Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.

 

Concentration of Credit Risk and Off-Balance Sheet Risk

 

The Company is potentially subject to concentration of credit risk with respect to its cash, cash equivalents and restricted cash, which the Company attempts to minimize by maintaining cash, cash equivalents and restricted cash with institutions of sound financial quality. At times, cash balances may exceed limits federally insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the funds are held. The Company has no financial instruments with off-balance sheet risk of loss.

 

Major Customers

 

The Company has one customer that accounted for approximately 33% of sales and 35% of net accounts receivable, and another customer that accounted for 11% of sales and 0.1% of net accounts receivable for the nine month period ended September 30, 2022.

 

The Company has one customer that accounted for approximately 44% of sales and 42% of net accounts receivable for the nine month period ended September 30, 2021. The Company expects to maintain these relationships with the above-referenced customers.

 

10

 

 

DocGo Inc. and Subsidiaries

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

 

Emerging Growth Company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

  

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. The Company maintains most of its cash and cash equivalents with financial institutions in the U.S. The accounts at financial institutions in the U.S. are insured by the Federal Deposit Insurance Corporation (“FDIC”) and are in excess of FDIC limits. The Company had cash balances of approximately $433,000 and $913,000 with foreign financial institutions on September 30, 2022 and December 31, 2021, respectively.

 

Restricted Cash and Insurance Reserves

 

Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash in the Condensed 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 its line of credit, transportation equipment leases and a standby letter of credit as required by its insurance carrier (see Notes 8 and 13).

 

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. Liabilities associated with the risks that are retained by the Company within its high deductible limits are not discounted and are estimated, in part, by considering claims experience, exposure and severity factors and other actuarial assumptions. 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. Pursuant to Vermont insurance regulations, ARM Insurance, Inc. maintains certain levels of cash and cash equivalents related to its self-insurance exposures.

 

The Company also maintains certain cash balances related to its insurance programs, which are held in a self-depleting trust and restricted as to withdrawal or use by the Company other than to pay or settle self-insured claims and costs. These amounts are reflected in “Restricted cash” in the accompanying Condensed Consolidated Balance Sheets.

 

11

 

 

DocGo Inc. and Subsidiaries

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

 

Fair Value of Financial Instruments

 

ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

 

The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:

 

Level 1: Quoted prices in active markets for identical assets or liabilities.

 

Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

 

Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

 

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2022 and December 31, 2021. For certain financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, restricted cash, accounts payable and accrued expenses, and due to seller, the carrying amounts approximate their fair values as it is short term in nature. The notes payable are presented at their carrying value, which based on borrowing rates currently available to the Company for loans with similar terms, approximates its fair values.

 

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 statement of operations and balance sheet in the period of the change.

 

During the three months ended September 30, 2022, the Company recorded $4.0 million of contingent consideration in connection with the Ryan Brothers Atkinson, LLC business acquisition, to be paid based on the completion of certain performance obligations over a 24-month period (see Note 4).

 

Accounts Receivable

 

The Company contracts with hospitals, healthcare facilities, businesses, state and local government entities, and insurance providers to transport patients and to provide Mobile Health services at specified rates. Accounts receivable consist of billings for transportation and healthcare services provided to patients. The billings will either be paid or settled on the patient’s behalf by health insurance providers, managed care organizations, treatment facilities, government sponsored programs, businesses, or patients directly. Accounts receivable are net of insurance provider contractual allowances, which are estimated at the time 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. The Company generally does not require collateral for accounts receivable.

 

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DocGo Inc. and Subsidiaries

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

 

Property and Equipment

 

Property and equipment are stated at cost, net of accumulated depreciation and amortization. When an item is sold or retired, the costs and related accumulated depreciation or amortization are eliminated, and the resulting gain or loss, if any, is recorded in operating expenses in the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets. A summary of estimated useful lives is as follows:

 

Asset Category   Estimated Useful Life
Buildings   39 years
Office equipment and furniture   3 years
Vehicles   2-8 years
Medical equipment   2-5 years
Leasehold improvements   Shorter of useful life of asset or lease term

 

Expenditures for repairs and maintenance are expensed as incurred. Expenditures that improve an asset or extend its estimated useful life are capitalized.

 

Software Development Costs

 

Costs incurred during the preliminary project stage, maintenance costs and routine updates and enhancements of products are expensed as incurred. The Company capitalizes software development costs intended for internal use in accordance with ASC 350-40, Internal-Use Software. Costs incurred in developing the application of its software and costs incurred to upgrade or enhance product functionalities are capitalized when it is probable that the expenses would result in future economic benefits to the Company and the functionalities and enhancements are used for their intended purpose. Capitalized software costs are amortized over its useful life.

 

Estimated useful life of software development activities are reviewed annually or whenever events or changes in circumstances indicate that intangible assets may be impaired and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades or enhancements to the existing functionality.

 

Business Combinations

 

The Company accounts for its business combinations under the provisions of ASC 805-10, Business Combinations (“ASC 805-10”), which requires that the purchase method of accounting be used for all business combinations. Assets acquired and liabilities assumed, including NCI, are recorded at the date of acquisition at their respective fair values. ASC 805-10 also specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill.

 

Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement-period adjustments. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: (1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or (2) if the contingent consideration is classified as a liability, the changes in fair value are recognized in earnings. For transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. The Company capitalizes acquisition-related costs and fees associated with asset acquisitions and immediately expenses acquisition-related costs and fees associated with business combinations.

 

13

 

 

DocGo Inc. and Subsidiaries

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

 

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. Management uses assumptions based on historical knowledge of the business and projected financial information of the target. These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of management, and such variations may be significant to estimated values.

 

Impairment of Long-Lived Assets

 

The Company evaluates the recoverability of the recorded amount of long-lived assets, primarily property and equipment and finite-lived intangible assets, whenever events or changes in circumstance indicate that the recorded amount of an asset may not be fully recoverable. An impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount. If an asset is determined to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. Assets targeted for disposal are reported at the lower of the carrying amount or fair value less cost to sell. For the periods ending September 30, 2022 and December 31, 2021, management determined that there was no impairment loss required to be recognized for the carrying value of long-lived assets.

  

Goodwill and Indefinite-Lived Intangible Assets

 

Goodwill represents the excess of the purchase price of an acquired business over the fair value of amounts assigned to assets acquired and liabilities assumed. Goodwill and indefinite-lived intangible assets, consisting primarily of operating licenses, are not amortized, but are evaluated for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable. In assessing the recoverability of goodwill and indefinite-lived intangible assets, the Company makes assumptions regarding the estimated future cash flows, including forecasted revenue growth, projected gross margin and the discount rate to determine the fair value of these assets. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges against these assets in the reporting period in which the impairment is determined.

 

The Company tests goodwill for impairment at the reporting unit level, which is one level below the operating segment. The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the one-step quantitative assessment. If as a result of the qualitative assessment, it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test will be required. Otherwise, no further testing will be required. If a quantitative impairment test is performed, the Company compares the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. Estimating the fair value of the reporting units requires significant judgment by management. If the carrying amount of a reporting unit exceeds the fair value of the reporting unit, goodwill impairment is recognized.

 

Any excess in carrying value over the estimated fair value is recorded as impairment loss and charged to the results of operations in the period such determination is made. For the periods ended September 30, 2022 and 2021, management determined that there was no impairment loss required to be recognized in the carrying value of goodwill or other intangible assets. The Company selected December 31 as its annual testing date.

 

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.

 

14

 

 

DocGo Inc. and Subsidiaries

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

 

Derivative Financial Instruments 

 

The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates its financial instruments to determine if such instruments contain features that qualify as embedded derivatives.

 

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.

 

Related party transactions are recorded within operating expenses in the Company’s Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income. For details regarding the related party transactions that occurred during the periods ended September 30, 2022 and 2021, refer to Note 15.

 

Revenue Recognition

 

On January 1, 2019, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”), as amended.

 

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: (1) identify each contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when (or as) the relevant performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services the Company provides to the customer.

 

The Company generates revenues from the provision of (1) ambulance and medical transportation services (“Transportation Services”) and (2) Mobile Health services. The customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, therefore the Company satisfies performance obligations immediately. 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 payer.

 

15

 

 

DocGo Inc. and Subsidiaries

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

 

Nature of Our Services

 

Revenue is primarily derived from:

 

  i. Transportation Services: These services encompass both emergency response and non-emergency ambulance transport services. Net revenue from transportation services is derived from the transportation of patients based on billings to third party payors and healthcare facilities.

 

  ii. Mobile Health Services: These services include services performed at home and offices, testing and vaccinations, and event services which include on-site healthcare support at sporting events and concerts.

 

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. For Mobile Health, the performance of the services and any related support activities are a single performance obligation under ASC 606. Mobile Health services are typically billed based on a fixed rate (i.e., time and materials separately or combined) fee structure taking into consideration staff and materials utilized.

 

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. The typical billing cycle for Transportation Services and Mobile Health services is same day to 5 days with payments generally due within 30 days. For large municipal customers in the Mobile Health 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 Company’s Transportation Services and Mobile Health services each represent a single performance obligation. Therefore, allocation is not necessary as the transaction price (fees) for the services provided is standard and explicitly stated in the contractual fee schedule and/or invoice. The Company monitors and evaluates all contracts on a case-by-case basis to determine if multiple performance obligations are present in a contractual arrangement.

 

For Transportation Services, the customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, therefore 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. Generally, for Mobile Health services, the customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, therefore the Company satisfies performance obligations at the same time. For certain Mobile Health services that have a fixed fee arrangement, and the services are provided over time, revenue is recognized over time as the services are provided to the customer.

 

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DocGo Inc. and Subsidiaries

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

 

In the following table, revenue is disaggregated as follows:

 

Revenue Breakdown  Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2022   2021   2022   2021 
Primary Geographical Markets                
United States  $101,337,899   $83,286,509   $322,706,143   $190,595,217 
United Kingdom   2,981,995    2,552,479    9,024,607    6,799,162 
Total revenue  $104,319,894   $85,838,988   $331,730,750   $197,394,379 
                     
Major Segments/Service Lines                    
Transportation Services  $27,670,109   $17,916,162   $77,657,852   $65,657,141 
Mobile Health   76,649,785    67,922,826    254,072,898    131,737,238 
Total revenue  $104,319,894   $85,838,988   $331,730,750   $197,394,379 

 

Stock Based Compensation

 

The Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company accounts for forfeitures as they occur. All stock-based compensation costs are recorded in operating expenses in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income.

 

Earnings per Share

 

Earnings per share represents the net income attributable to stockholders divided by the weighted-average number of shares outstanding during the period. 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 of the Company during the reporting periods. Potential dilutive common stock equivalents consist of the incremental common stock issuable upon exercise of warrants and the incremental shares issuable upon conversion of stock options. 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.

 

Equity Method Investment

 

On October 26, 2021, the Company acquired a 50% interest in RND Health Services Inc. (“RND”) for $655,876. The Company uses the equity method to account for investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee but does not exercise control. The Company’s carrying value in the equity method investee is reflected in the caption “Equity method investment” on the Condensed Consolidated Balance Sheets. Changes in value of RND are recorded in “Gain from equity method investment” on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income. The Company’s judgment regarding its level of influence over the equity method investee includes considering key factors, such as ownership interest, representation on the board of directors, and participation in policy-making decisions.

 

17

 

 

DocGo Inc. and Subsidiaries

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

 

On November 1, 2021, the Company acquired a 20% interest in National Providers Association, LLC (“NPA”) for $30,000. The Company uses the equity method to account for investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee but does not exercise control. The Company’s carrying value in the equity method investee is reflected in the caption “Equity method investment” on the Condensed Consolidated Balance Sheets. Changes in value of NPA are recorded in “Loss from equity method investment” on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income. The Company’s judgment regarding its level of influence over the equity method investee includes considering key factors, such as ownership interest, representation on the board of directors, and participation in policy-making decisions. Effective December 21, 2021, three members withdrew from NPA resulting in the remaining two members obtaining the remaining ownership percentage. On December 31, 2021 and September 30, 2022, DocGo owned 50% of NPA.

 

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.

 

Leases

 

The Company categorizes leases at its inception as either operating or finance leases based on the criteria in FASB 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 (“ROU”) Asset and a current and non-current lease liability for each lease arrangement identified. The lease liability is recorded at the present value of future lease payments discounted using the discount rate that approximates the Company’s incremental borrowing rate for the lease established at the commencement date, and the ROU asset is measured as the lease liability plus any initial direct costs, less any lease incentives received before commencement. The Company recognizes a single lease cost, so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis.

 

The Company has lease arrangements for vehicles, equipment, and facilities. These leases typically have original terms not exceeding 10 years and, in some cases contain multi-year renewal options, none of which are reasonably certain of exercise. The Company’s lease arrangements may contain both lease and non-lease components. The Company has elected to combine and account for lease and non-lease components as a single lease component. The Company has incorporated residual value obligations in leases for which there is such occurrences. 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.

 

Income Taxes

 

Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or the Company’s tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. 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 Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.

 

18

 

 

DocGo Inc. and Subsidiaries

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

 

Recently Issued Accounting Standards Not Yet Adopted

 

None

 

3. Property and Equipment, net

 

Property and equipment, net, as of September 30, 2022 and December 31, 2021 are as follows:

 

   September 30,
2022
   December 31,
2021
 
         
Office equipment and furniture  $2,749,874   $1,977,808 
Buildings   527,283    527,284 
Land   37,800    37,800 
Transportation equipment   18,477,444    13,772,251 
Medical equipment   5,764,863    3,949,566 
Leasehold improvements   609,226    616,446 
    28,166,490    20,881,155 
Less: Accumulated depreciation   (10,588,660)   (8,147,266)
Property and equipment, net  $17,577,830   $12,733,889 

 

The Company recorded depreciation expense of $1,150,806 and $598,188 for the three months ended September 30, 2022 and 2021, respectively.

 

The Company recorded depreciation expense of $2,592,244 and $1,697,380 for nine months ended September 30, 2022 and 2021, respectively.

 

4. Acquisition of Businesses

 

Government Medical Services, LLC

 

On July 6, 2022, Holdings, acquired 100% of the outstanding shares of common stock of Government Medical Services, LLC (“GMS”), a provider of medical services. The aggregate purchase price consisted of $20.3 million in cash consideration. Holdings also agreed to pay GMS an additional $3.0 million upon GMS meeting certain performance conditions within a year of the Closing Date. Acquisition costs are included in general and administrative expenses and totaled $0 for the three months ended September 30, 2022 and $800,000 for the nine months ended September 30, 2022.

 

The acquisition was accounted for under the acquisition method of accounting, with the Company identified as the acquirer. The Company’s unaudited condensed consolidated financial statements include the results of operations of GMS from the date of acquisition. The historical results of operations of GMS were not significant to the Company’s unaudited condensed consolidated results of operations for the periods presented. Under the acquisition method of accounting, the aggregate amount of consideration paid by the Company was allocated to GMS’s net tangible assets and intangible assets based on their estimated fair value on the acquisition date. The preliminary purchase price allocation, as set forth in the table below, reflects various preliminary fair value estimates and analysis prepared by the Company. Any change in the fair value of the net assets of GMS will change the amount of the purchase price allocable to goodwill. Final purchase accounting adjustments may differ materially from preliminary purchase price allocation presented here. The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of the intangible assets acquired, fair value of right to use assets and associated operating lease liabilities assumed, and net working capital adjustments.

 

Exceptional Medical Transportation, LLC

 

On July 13, 2022, the Company acquired 100% of the outstanding shares of common stock of Exceptional Medical Transportation, LLC (“Exceptional”) in exchange for $13.7 million consisting of $7.7 million in cash at closing and $6 million payable over a 24 month period. Exceptional is in the business of providing medical transportation services. Acquisition costs are included in general and administrative expenses totaled $0 for the three months ended September 30, 2022 and $0 for the nine months ended September 30, 2022.

 

The acquisition was accounted for under the acquisition method of accounting, with the Company identified as the acquirer. The Company’s unaudited condensed consolidated financial statements include the results of operations of Exceptional from the date of acquisition. The historical results of operations of Exceptional were not significant to the Company’s unaudited condensed consolidated results of operations for the periods presented. Under the acquisition method of accounting, the aggregate amount of consideration paid by the Company was allocated to Exceptional’s net tangible assets and intangible assets based on their estimated fair value on the acquisition date. The preliminary purchase price allocation, as set forth in the table below, reflects various preliminary fair value estimates and analysis prepared by the Company. Any change in the fair value of the net assets of Exceptional will change the amount of the purchase price allocable to goodwill. Final purchase accounting adjustments may differ materially from preliminary purchase price allocation presented here. The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of the intangible assets acquired, fair value of right to use assets and associated operating lease liabilities assumed, and net working capital adjustments. 

 

19

 

 

DocGo Inc. and Subsidiaries

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

 

Ryan Brothers Fort Atkinson, LLC

 

On August 9, 2022, the Company acquired 100% of the outstanding shares of common stock of Ryan Brothers Fort Atkinson, LLC (“RT”) in exchange for $11.4 million consisting of $7.4 million in cash at closing and $4.0 million of estimated contingent consideration to be paid out over 24 months based on performance of certain obligations. RT is in the business of providing medical transportation services. Acquisition costs are included in general and administrative expenses totaled $0 for the three months ended September 30, 2022 and $0 for the nine months ended September 30, 2022.

 

The acquisition was accounted for under the acquisition method of accounting, with the Company identified as the acquirer. The Company’s unaudited condensed consolidated financial statements include the results of operations of RT from the date of acquisition. The historical results of operations of RT were not significant to the Company’s unaudited condensed consolidated results of operations for the periods presented. Under the acquisition method of accounting, the aggregate amount of consideration paid by the Company was allocated to RT’s net tangible assets and intangible assets based on their estimated fair value on the acquisition date. The preliminary purchase price allocation, as set forth in the table below, reflects various preliminary fair value estimates and analysis prepared by the Company. Any change in the fair value of the net assets of RT will change the amount of the purchase price allocable to goodwill. Final purchase accounting adjustments may differ materially from preliminary purchase price allocation presented here. The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of the intangible assets acquired, fair value of right to use assets and associated operating lease liabilities assumed, and net working capital adjustments.

 

The following table presents the preliminary allocation of the assets acquired and liabilities assumed:

 

   Ryan Brothers   Exceptional
Medical Transport
   GMS   Total 
                 
Consideration:                
Cash Consideration  $7,422,252   $6,375,000   $20,338,789   $34,136,041 
Due to Seller   
-
    6,000,000    
-
    6,000,000 
Contingent Consideration   4,000,000    
-
    
-
    4,000,000 
Amounts held under an escrow account   
-
    1,333,333    
-
    1,333,333 
Total consideration   11,422,252    13,708,333    20,338,789    45,469,374 
                     
Recognized amounts of identifiable assets acquired and liabilities assumed                    
Cash  $620,548   $299,050   $1,005,453   $1,925,051 
Accounts receivable   
-
    
-
    3,975,160    3,975,160 
Other current assets   136,157    
-
    30,734    166,891 
Property, plant and equipment   2,125,134    2,450,900    4,092    4,580,126 
Intangible assets   387,550    125,000    9,794,000    10,306,550 
Total identifiable assets acquired   3,269,389    2,874,950    14,809,439    20,953,778 
                     
Accounts payable   44,911    
-
    137,239    182,150 
Due to Seller   
-
    299,050    
-
    299,050 
Other current liabilities   286,792    
-
    562,809    849,601 
Total liabilities assumed   331,703    299,050    700,048    1,330,801 
                     
Goodwill   8,484,566    11,132,433    6,229,398    25,846,397 
                     
Total purchase price  $11,422,252   $13,708,333   $20,338,789   $45,469,374 

 

20

 

 

DocGo Inc. and Subsidiaries

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

 

5. Goodwill

 

The Company recorded goodwill in connection with its acquisitions. The changes in the carrying value of goodwill for the period ended September 30, 2022 are as noted in the tables below:

 

   Carrying Value 
Balance at December 31, 2021  $8,686,966 
Goodwill acquired during the period   25,846,397 
Balance at September 30, 2022   34,533,363 

 

6. Intangibles

 

Intangible assets consist of the following as of September 30, 2022 and December 31, 2021: 

 

   September 30, 2022
   Estimated Useful
Life (Years)
  Gross Carrying
Amount
   Additions   Accumulated
Amortization
   Net Carrying
Amount
 
Patents  15 years  $48,668   $13,655   $(9,075)  $53,248 
Computer software  5 years  $294,147    11,144    (263,192)  $42,099 
Operating licenses  Indefinite  $8,375,514    450,200    -   $8,825,714 
Internally developed software  4-5 years  $6,013,513    1,907,616    (5,778,894)  $2,142,235 
Material Contracts  Indefinite   -    62,550    -    62,550 
Customer Relationship  9 years   -    9,794,000    (272,056)  $9,521,944 
      $14,731,842   $12,239,165   $(6,323,217)  $20,647,790 

 

   December 31, 2021
   Estimated Useful
Life (Years)
  Gross Carrying
Amount
   Additions   Accumulated
Amortization
   Net Carrying
Amount
 
Patents  15 years  $19,275   $29,393   $(6,367)  $42,301 
Computer software  5 years   132,816    161,331    (219,388)   74,759 
Operating licenses  Indefinite   8,375,514    -    -    8,375,514 
Internally developed software  4-5 years   2,146,501    3,867,012    (3,828,038)   2,185,475 
      $10,674,106   $4,057,736   $(4,053,793)  $10,678,049 

 

The Company recorded amortization expense of $990,345 and $552,999 for the three months ended September 30, 2022 and 2021, respectively.

 

The Company recorded amortization expense of $2,269,423 and $1,432,983 for the nine months ended September 30, 2022 and 2021, respectively.

 

21

 

 

DocGo Inc. and Subsidiaries

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

 

Future amortization expense at September 30, 2022 for the next five years and in the aggregate are as follows:

 

   Amortization
Expense
 
2022, remaining  $680,930 
2023   2,078,406 
2024   1,510,563 
2025   1,460,965 
2026   1,094,588 
Thereafter   4,934,074 
Total  $11,759,526 

 

Amortization expense    
As of September 30, 2022   2,269,423 
As of September 30, 2021   1,432,983 
As of December 31, 2021   1,845,193 

 

7. Accrued Liabilities

 

Accrued liabilities consist of the following as of September 30, 2022 and December 31, 2021: 

 

   September 30,
2022
   December 31,
2021
 
Accrued bonus  $496,660   $7,260,456 
Accrued lab fees   1,363,138    4,885,539 
Accrued payroll   7,068,616    3,539,301 
Medicare advance   
-
    975,415 
FICA/Medicare liability   759,232    739,629 
Accrued general expenses   7,393,906    3,497,418 
Accrued subcontractors   11,259,341    9,564,833 
Accrued fuel and maintenance   310,064    450,842 
Accrued workers compensation   5,465,030    2,259,571 
Other current liabilities   12,259    736,021 
Accrued legal fees   2,447,997    1,143,629 
Accrued insurance liabilities   1,840,420    - 
Credit card payable   141,411    58,223 
Total accrued liabilities  $38,558,074   $35,110,877 

 

8. Line of Credit

 

On December 17, 2021, Ambulnz-FMC North America, LLC (“FMC NA”), entered into a revolving loan and bridge credit and security agreement with a subsidiary of one of its members with a maximum revolving advance amount of $12,000,000Each Revolving Advance shall bear interest at a per annum rate equal to the Wall Street Journal Prime Rate (6.25% at September 30, 2022), as the same may change from time to time, plus one percent (1.00%), but in no event less than five percent (5.00%) per annum, calculated on the basis of a 360-day year for the actual number of days in the applicable period. The agreement is subject to certain financial covenants such as an unused fee, whereas the Company shall pay to the subsidiary of one of its members an unused fee in the amount of 0.5% of the average daily amount by which the Revolving Commitment Amount ($12 million) exceeds the principal balance of the aggregate outstanding advances. All accrued and unpaid interest and unused fee shall be due and payable on the first anniversary of the date of the agreement (“Revolving Credit Maturity Date”). This loan is secured by all assets of entities owned 100% by DocGo Inc. As of December 31, 2021, the outstanding balance of the line of credit was zero. On January 26, 2022, the Company drew $1,000,000 to fund operations and meet short-term obligations. As of September 30, 2022, the outstanding balance of the line of credit was $1,000,000.

 

22

 

 

DocGo Inc. and Subsidiaries

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

9. Notes Payable

 

The Company has various loans with finance companies with monthly installments aggregating $64,855, inclusive of interest ranging from 2.5% through 8%. The notes mature at various times through 2051 and are secured by transportation equipment.

 

The following table summarizes the Company’s notes payable:

 

   September 30,
2022
   December 31,
2021
 
Equipment and financing loans payable, between 2.5% and 8% interest and maturing between January 2022 and May 2051  $2,136,808   $1,903,288 
Loan received pursuant to the Payroll Protection Program Term Note   -    -