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

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

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

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 ☒x 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 ☒x 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.

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 ☒x

As of ~~May 5,~~August 7, 2023, ~~103,473,896~~103,785,806 shares of Common Stock, par value $0.0001 per share, were issued and outstanding.

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

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 ~~SEC~~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 ~~the Company’s~~our Annual Report on Form 10-K for the year ended December 31, 2022.

The Consolidated Balance Sheet as of December 31, 2022 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 (“~~NCIs”~~NCI”) inon the unaudited Condensed Consolidated Financial Statements represent a portion of consolidated joint ventures and a variable interest entity ~~(“VIE”)~~ 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~~consolidated statements of ~~Changes~~changes in ~~Stockholders’ Equity~~stockholders’ equity and ~~Statements~~statements of ~~Cash Flows~~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.~~Ambulnz. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio (645.1452 to 1) established in the Business Combination. Further, Ambulnz ~~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.

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~~Mobile Medical Healthcare P.C. (“MD1”, formerly known as "MD1 Medical Care P.C. ~~(“MD1”~~"), which contracts with physicians and other health professionals ~~and provides~~in order to provide services to the Company. MD1 is considered a ~~VIE~~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~~income for the VIE was ~~$186,637~~$120,217 for the ~~three~~six months ended ~~March 31,~~June 30, 2023. The VIE’s total assets, all of which were current assets apart from a fixed asset amounting to $5,237, amounted to ~~$635,620~~$773,458 as of ~~March 31,~~June 30, 2023. Total liabilities, all of which were current for the VIE, was ~~$532,127~~$361,516 as of ~~March 31,~~June 30, 2023. The VIE’s total stockholders’ ~~deficit~~equity was ~~$103,493~~$411,941 as of ~~March 31,~~June 30, 2023.

The Company’s functional currency is the U.S. dollar. The functional ~~currencies~~currency of ~~the Company’s~~our foreign ~~operations are~~operation is the respective local ~~currencies.~~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 (Loss) Income are translated at the weighted average rate of exchange during the applicable period. The resulting unrealized cumulative translation adjustment for the ~~three~~six months ended ~~March 31,~~June 30, 2023 was ~~$243,658.~~$649,436. For the same period of 2022, it was 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 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~~could be adversely affected.

Self Insurance Reserves

The Company self-insures a number of risks, including, but not limited to, ~~workers’~~workers' compensation, general liability, auto liability, and certain employee-related healthcare benefits. Standard actuarial procedures and data analysis are used to estimate the liabilities associated with these risks on an undiscounted basis. The recorded liabilities reflect the ultimate cost for claims incurred but not paid and any estimable administrative run-out expenses related to the processing of these outstanding claim payments. On a regular basis, the liabilities are evaluated for appropriateness with claims reserve valuations. To limit exposure to some risks, the Company maintains insurance coverage with varying limits and retentions, including stop-loss insurance coverage for workers’ compensation, general liability and auto liability.

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 had one customer that accounted for approximately ~~46%~~36% of sales and ~~62%~~36% of net accounts receivable for the three months ended ~~March 31,~~June 30, 2023 and one customer that accounted for approximately 41% of sales and 36% of net accounts receivable for the six months ended June 30, 2023.

The Company had one customer that accounted for approximately ~~34%~~29% of sales and ~~22%~~15% of net accounts receivable and another customer that accounted for ~~19%~~14% of sales and 12% of net accounts receivables for the three months ended June 30, 2022. The Company had one customer that accounted for 30% of sales and 15% of net accounts receivable, and another customer that accounted for 17% of sales and 12% of net accounts receivable for the ~~three~~six months ended ~~March 31,~~June 30, 2022.

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Major Vendor

The Company had one vendor that accounted for approximately ~~18%~~13% and 16% of total cost for the three months ended ~~March 31, 2023.~~June 30, 2023 and 2022, respectively. The Company expects to maintain this relationship with the vendor and believes the services provided from this vendor are available from ~~alternatives~~alternative sources.

The Company had one vendor that accounted for approximately ~~10%~~11% and 12% of total cost for the ~~three~~six months ended ~~March 31, 2022.~~

June 30, 2023 and 2022, respectively. The Company expects to maintain this relationship with the vendor and believes the services provided from this vendor are available from alternative sources.

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.

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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 Securities Exchange Act of 1934, as amended (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.

Reclassifications

Certain reclassifications of amounts previously reported have been made to the accompanying unaudited Condensed Consolidated Financial Statements to maintain consistency between periods presented. The reclassifications had no impact on previously reported net income or retained earnings.

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 ~~United States.~~U.S. The accounts at financial institutions in the ~~United States~~U.S. are insured by the ~~FDIC. At times, cash balances may exceed limits federally insured by the FDIC.~~Federal Deposit Insurance Corporation (“FDIC”) and are in excess of FDIC limits. The Company had cash balances of approximately ~~$4,880,746~~$5,336,308 and $8,125,966 with foreign financial institutions on ~~March 31,~~June 30, 2023 and December 31, 2022, 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 unaudited Condensed Consolidated Balance Sheets. Restricted cash is classified as either a current or non-current asset depending on the ~~restricted~~restriction period. The Company is required to pledge or otherwise restrict a portion of cash and cash

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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 9 and 14).

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 ~~history,~~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 ~~Company’s~~ operating subsidiaries premiums to insure ~~its~~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 unaudited Condensed Consolidated Balance Sheets.

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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 ~~March 31,~~June 30, 2023 and December 31, 2022. 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 ~~they are~~it is short term in nature. ~~Notes~~The notes payable are presented at their carrying value, which based on borrowing rates currently available to the Company for loans with similar terms, approximates ~~their~~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 unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income and Condensed Consolidated Balance Sheets in the period of the change.

During the year ended December 31, 2022, the Company recorded $4,000,000 in Contingent consideration in connection with the Ryan Brothers Atkinson, LLC business acquisition, to be paid based on the completion of certain performance obligations over a 24-month period. In relation to the acquisition of Exceptional Medical Transportation, LLC (“Exceptional”), the Company also agreed to pay up to $2,000,000 upon meeting certain performance conditions within two years of the Closing Date. The estimated Contingent consideration amount for Exceptional was $1,080,000 as of December 31, 2022.

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During the year ended December 31, 2022, the Company also recorded $2,475,540 estimated Contingent consideration in relation to the Location Medical Services, LLC ~~(LMS)~~("LMS") acquisition to be paid upon LMS meeting certain performance conditions in 2023. The outstanding balance as of June 30, 2023 increased to $2,587,104 as a result of foreign exchange fluctuations. For Government Medical Services, ~~(GMS)~~LLC ("GMS"), an amount of $3,000,000 was recorded in Contingent consideration to be paid upon GMS meeting certain performance conditions within a year of the Closing ~~Date~~Date.

For Cardiac RMS, LLC ("CRMS"), an amount of 15,822,190 was recorded in Contingent consideration to be paid out over 36 months for the remaining 49% equity of CRMS, based on CRMS' attainment of full-year EBITDA targets (see Note 4).

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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~~Billings typically are ~~expected to be~~ either 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 ~~receivables~~receivable are periodically evaluated for collectability based on past credit history with payors and their current financial condition. Changes in the estimated collectability of ~~account~~accounts receivable are recorded in the results of operations for the period in which the ~~estimates are~~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.~~

receivable.

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 (Loss) 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						5-8 years
Medical equipment						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.

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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.

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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.

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.

In 2022, the Company reassigned all the assets at Ambulnz Health, LLC (“Health”) to Assets held for sale as a result of an assignment for the benefit of creditors (“ABC”) transaction. The Company also recognized a non-cash charge of $2,921,958 for its Goodwill impairment for the year ended December 31, 2022 in the Consolidated Statements of Operations.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of the total purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. Goodwill is not amortized but is tested for impairment at the reporting unit level annually on December 31 or more frequently if events or changes in circumstances indicate that it is more likely than not to be impaired. These events include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of the Company’s financial performance; or (iv) a sustained decrease in the Company’s market capitalization, as indicated by its publicly quoted share price, below its net book value.

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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.

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

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interest), management, and members of immediate families ~~members~~ 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 ~~Statements~~Statement of Operations and Comprehensive (Loss) Income. For details regarding the related party transactions that occurred during the periods ended ~~March 31,~~June 30, 2023 and 2022, refer to Note 16.

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, ~~and~~which includes a fixed base rate, fixed mileage rate and an evaluation of historical collections by each ~~payer.~~

payor.

Nature of Our Services

Revenue is primarily derived from:

Transportation Services: These services encompass both emergency response and non-emergency transport services. Non-emergency transport services include ambulance transports and wheelchair transports. 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, COVID-19 testing and vaccinations, and event services which include on-site healthcare support at sporting events and concerts. There is also an emphasis on providing total care management solutions to large population groups, which include healthcare services as well as other services, such as shelter.

~~Mobile Health Services~~: These services include services performed at home and offices, COVID-19 testing and vaccinations, and event services which include on-site healthcare support at sporting events and concerts. There is also an emphasis on providing total care management solutions to large population groups, which include healthcare services as well as ancillary services, such as shelter.

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The Company concluded that Transportation Services and any related support activities are a single performance obligation under ASC 606. The transaction price is determined by the fixed rate usage-based fees or fixed fees which are agreed upon in the Company’s executed contracts. 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 ~~of revenue~~ 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

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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.

~~Disaggregation of revenue~~

In the following table, revenue is disaggregated ~~by geography and by service line:~~

as follows:

Three Months Ended
March 31,
Revenue Breakdown 2023 2022
Primary Geographical Markets
United States $ 98,909,521 $ 115,053,431
United Kingdom 14,093,182 2,838,121
Total revenue $ 113,002,703 $ 117,891,552

Major Segments/Service Lines
Transportation Services $ 40,055,946 $ 27,812,510
Mobile Health 72,946,757 90,079,042
Total revenue $ 113,002,703 $ 117,891,552


Revenue Breakdown	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Primary Geographical Markets
United States	$	112,603,145	$	106,314,813	$	211,512,665	$	221,368,244
United Kingdom	12,883,615		3,204,491		26,976,798		6,042,612
Total revenue	$	125,486,760	$	109,519,304	$	238,489,463	$	227,410,856

Major Segments/Service Lines
Transportation Services	$	45,422,151	$	22,175,233	$	85,478,096	$	49,987,743
Mobile Health	80,064,609		87,344,071		153,011,367		177,423,113
Total revenue	$	125,486,760	$	109,519,304	$	238,489,463	$	227,410,856

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 (Loss) Income.

~~DocGo Inc. and Subsidiaries~~

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

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.

~~The following table presents the calculation~~

Table of ~~basic and diluted net income per share to stockholders of~~ Contents

DocGo Inc. and ~~Subsidiaries:~~

Subsidiaries

For the Three Months
Ended March 31,

2023 2022
Net (loss) income attributable to stockholders of DocGo Inc. and Subsidiaries: (3,465,670 ) 10,629,694
Weighted-average shares – basic 102,579,291 100,177,082
Effect of dilutive options 1,236,473 14,569,654
Weighted-average shares – dilutive 102,579,291 115,652,049
Net (loss) income share - basic (0.03 ) 0.11
Net (loss) income share - diluted (0.03 ) 0.09
Anti-dilutive employee share-based awards excluded 9,337,239 -

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

Three Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
Net (loss) income attributable to stockholders of DocGo Inc. and Subsidiaries: (2,011,267) 12,735,653 (5,476,937) 23,365,347
Weighted-average shares - basic 103,585,661 99,303,948 103,085,257 100,372,146
Effect of dilutive options 1,190,120 15,975,728 1,190,120 15,975,728
Weighted-average shares - dilutive 103,585,661 115,279,676 103,085,257 116,347,874
Net (loss) income per share attributable to DocGo Inc. and Subsidiaries - Basic (0.02) 0.13 (0.05) 0.23
Net (loss) income per share attributable to DocGo Inc. and Subsidiaries - Diluted (0.02) 0.11 (0.05) 0.20
Anti-dilutive employee share-based awards excluded 9,181,239 — 9,181,239 —

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” in the unaudited Condensed Consolidated Balance Sheets. Changes in value of RND are recorded in ~~“Gain (loss)~~“(Loss)/gain on initial equity method ~~investment” in~~investments” on the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) 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.

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” in the unaudited Condensed Consolidated Balance Sheets. Changes in value of NPA are recorded in “Gain (loss) on equity method investment” in the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) 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. ~~Since~~As of December 31, ~~2021,~~2022 and June 30, 2023, DocGo ~~has~~ 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

~~DocGo Inc. and Subsidiaries~~

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

~~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

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(CONTINUED)

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 its 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.

Recently Issued Accounting Standards Not Yet Adopted

In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), that eliminates accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40 Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. ASU 2022-02 also requires public business entities to disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost. This ASU only affects entities that already adopted ASU 2016-13, which is effective for fiscal years beginning after December 15, 2022. The Company expects that this ASU ~~will~~should not have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements.

~~DocGo Inc. and Subsidiaries~~

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

3. Property and Equipment, net

Property and equipment, net, as of ~~March 31,~~June 30, 2023 and December 31, 2022 are as follows:

March 31, 2023 December 31, 2022

Transportation equipment $ 21,907,460 $ 20,773,862
Medical equipment 5,835,273 5,177,520
Office equipment and furniture 2,860,756 2,686,065
Leasehold improvements 606,338 579,658
Buildings 527,283 527,283
Land 37,800 37,800
$ 31,774,910 $ 29,782,188
Less: Accumulated depreciation (10,045,450 ) (8,524,013 )
Property and equipment, net $ 21,729,460 $ 21,258,175


	June 30, 2023		December 31, 2022

Transportation equipment	$	22,693,944	$	20,773,862
Medical equipment	6,445,051		5,177,520
Office equipment and furniture	3,152,504		2,686,065
Leasehold improvements	636,304		579,658
Buildings	527,283		527,283
Land	37,800		37,800
	$	33,492,886	$	29,782,188
Less: Accumulated depreciation	(11,555,392)		(8,524,013)
Property and equipment, net	$	21,937,494	$	21,258,175

The Company recorded depreciation ~~expenses~~expense of ~~$1,482,610~~$1,590,037 and ~~$711,878~~$729,560 for the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively.

The Company recorded depreciation expense of $3,072,647 and $1,441,438 for six months ended June 30, 2023 and 2022, respectively.

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(CONTINUED)

4. Acquisition of Businesses ~~and Asset Acquisitions~~

Government Medical Services, LLC

On July 6, 2022, Holdings acquired 100% of the outstanding shares of common stock of ~~Government Medical Services, LLC (“GMS”),~~GMS, a provider of medical services. The aggregate purchase price consisted of $20,338,789 in cash consideration. Holdings also agreed to pay GMS an additional $3,000,000 upon GMS meeting certain performance conditions within a year of the Closing Date. Acquisition costs are included in general and administrative expenses and totaled $1,001,883 for the twelve months ended December 31, 2022.

Exceptional Medical Transportation, LLC

On July 13, 2022, Holdings acquired 100% of the outstanding shares of common stock of Exceptional ~~Medical Transportation, LLC (“Exceptional”)~~ in exchange for $13,708,333 consisting of $7,708,333 in cash at closing and $6,000,000 payable over a 24-month period. Holdings also agreed to pay an estimated $1,080,000 Contingent consideration upon Exceptional meeting certain performance conditions in 2023. Exceptional is in the business of providing medical transportation services. Acquisition costs are included in general and administrative expenses and totaled $56,571 for the twelve months ended December 31, 2022.

Ryan Brothers Fort Atkinson, LLC

On August 9, 2022, Holdings acquired 100% of the outstanding shares of common stock of Ryan Brothers Fort Atkinson, LLC (“RB”) in exchange for $11,422,252 consisting of $7,422,252 in cash at closing and $4,000,000 of estimated Contingent consideration to be paid out over 24 months based on performance of certain obligations. RB is in the business of providing medical transportation services. Acquisition costs are included in general and administrative expenses and totaled $230,175 for the twelve months ended December 31, 2022.

Community Ambulance Services LTD

On October 12, 2022, Holdings through its indirect wholly owned subsidiary, Ambulnz U.K. Ltd., acquired Community Ambulance Service Ltd (“CAS”), a company located in United Kingdom, in exchange for approximately $5,541,269 in cash. The net assets acquired through the CAS acquisition was $7,134,881 mainly from the vehicles with high fair market value, which directly lead to a Gain on bargain purchase of $1,593,612. CAS is engaged in providing emergency and non-emergency transport services, including high dependency, urgent care, mental health and blue light transport services and diagnostics testing. We ~~believe~~expect this acquisition ~~will allow~~to help us to increase our presence in that market, while giving us improved access to municipal contracts. Acquisition costs are included in general and administrative expenses totaling $171,779 for the ~~three and~~ twelve months ended December 31, ~~2022, respectively.~~

2022.

~~DocGo Inc. and Subsidiaries~~

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Location Medical Services, LLC

On December 9, 2022, Holdings through its indirect wholly owned subsidiary, Ambulnz U.K. Ltd., closed acquiring 100% of the outstanding shares of common stock of ~~Location Medical Services, LLC (“LMS”).~~LMS. The aggregate purchase price consisted of $302,450 in cash consideration. The Company also agreed to pay LMS an additional $11,279,201 deferred consideration and an estimated $2,475,540 Contingent consideration upon LMS meeting certain performance conditions in 2023. The Company paid $11,279,201 of deferred consideration to LMS during the six months ended June 30, 2023. Acquisition costs are included in general and administrative expenses and totaled $4,200 for the ~~three and~~ twelve months ended December 31, ~~2022, respectively.~~

2022.

Cardiac RMS, LLC

On March 31, 2023, Holdings acquired 51% of the outstanding shares of common stock of Cardiac RMS, LLC (“CRMS”) in exchange for $10,000,000 closing consideration, consisting of $9,000,000 in cash and $1,000,000 worth of shares of DocGo common stock issued in a private placement transaction. A further probable consideration of $15,822,190 is to be paid out over 36 months for the remaining 49% equity of CRMS, based on CRMS’ attainment of full-year EBITDA targets. CRMS LLC provides cardiac implantable electronic device “CIED” remote monitoring and virtual care management services. Acquisition costs included in general and administrative expenses totaled $229,937 for the ~~three~~six months ended ~~March 31,~~June 30, 2023.

Ambulnz-FMC North America LLC

~~The following table presents the assets acquired and liabilities assumed at the date~~

Table of ~~the acquisitions (preliminary for CRMS):~~

Contents

Cardiac RMS LLC Location Medical Services Community Ambulance Service Ryan Brothers Exceptional Medical Transport Government Medical Services Total

Consideration:
Cash consideration $ 9,000,000 $ 302,450 $ 5,541,269 $ 7,422,252 $ 6,375,000 $ 20,338,789 $ 48,979,760
Stock consideration 1,000,000 - - - - - 1,000,000
Deferred consideration - 11,279,201 - - 6,000,000 - 17,279,201
Amounts held under an escrow account - - - - 1,333,333 - 1,333,333
Contingent consideration 15,822,190 2,475,540 - 4,000,000 1,080,000 3,000,000 26,377,730
Total consideration 25,822,190 14,057,191 5,541,269 11,422,252 14,788,333 23,338,789 94,970,024

Recognized amounts of identifiable assets acquired and liabilities assumed
Cash $ 1,574,604 $ 5,404,660 $ 892,218 $ 620,248 $ 299,050 $ 1,005,453 $ 9,796,233
Accounts receivable 2,033,533 623,635 7,002,325 5,844,494 3,785,490 3,975,160 23,264,637
Other current assets 293,478 134,216 1,167,326 136,157 - 30,734 1,761,911
Property, plant and equipment - 519,391 4,548,956 2,125,134 2,450,900 4,092 9,648,473
Intangible assets 15,930,000 2,419,600 - 387,550 125,000 10,305,000 29,167,150
Total identifiable assets acquired 19,831,615 9,101,502 13,610,825 9,113,583 6,660,440 15,320,439 73,638,404

Accounts payable $ 28,978 $ 40,447 $ 2,036,714 $ 44,911 $ - $ 137,239 2,288,289
Due to seller 2,448,460 - - 5,844,494 4,084,540 - 12,377,494
Other current liabilities 174,177 1,012,992 4,439,230 286,792 - 562,809 6,476,000
Total liabilities assumed 2,651,615 1,053,439 6,475,944 6,176,197 4,084,540 700,048 21,141,783

Goodwill/(Gain on bargain purchase) 8,642,190 6,009,128 (1,593,612 ) 8,484,866 12,212,433 8,718,398 42,473,403

Total purchase price $ 25,822,190 $ 14,057,191 $ 5,541,269 $ 11,422,252 $ 14,788,333 $ 23,338,789 $ 94,970,024

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

On April 1, 2023, the Company acquired the remaining outstanding shares of Ambulnz-FMC North America LLC common stock from its joint venture with Ambulnz Holdings, LLC, in exchange for $4,000,000 in cash and $3,000,000 in stock. Ambulnz-FMC North America LLC is a prominent healthcare company that focuses on providing vital products and services for patients suffering from kidney diseases and renal failure. Acquisition costs are included in general and administrative expenses totaling approximately $35,560 for the three and six months ended June 30, 2023, respectively.

~~(CONTINUED)~~

Healthworx LLC

On May 10, 2023, the Company acquired the remaining outstanding shares of common stock from its joint venture with Rapid Reliable Testing, in exchange for $1,385,156 in cash.

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


	Ambulnz-FMC North America LLC		Cardiac RMS LLC		Location Medical Services		Community Ambulance Service		Ryan Brothers		Exceptional Medical Transport		Government Medical Services		Total

Consideration:
Cash Consideration	$	4,000,000	$	9,000,000	$	302,450	$	5,541,269	$	7,422,252	$	6,375,000	$	20,338,789	$	52,979,760
Stock Consideration	3,000,000		1,000,000		—		—		—		—		—		4,000,000
Due to Seller	—		—		11,279,201		—		—		6,000,000		—		17,279,201
Amounts held under an escrow account	—		—		—		—		—		1,333,333		—		1,333,333
Contingent Liability	—		15,822,190		2,475,540		—		4,000,000		1,080,000		3,000,000		26,377,730
Total consideration	$	7,000,000	$	25,822,190	$	14,057,191	$	5,541,269	$	11,422,252	$	14,788,333	$	23,338,789	$	101,970,024

Recognized amounts of identifiable assets acquired and liabilities assumed
Cash	$	—	$	1,574,604	$	5,404,660	$	892,218	$	620,548	$	299,050	$	1,005,453	$	9,796,533
Accounts receivable	—		2,033,533		623,635		7,002,325		5,844,494		3,785,490		3,975,160		23,264,637
Other current assets	—		293,478		134,216		1,167,326		136,157		—		30,734		1,761,911
Property, plant and equipment	—		—		519,391		4,548,956		2,125,134		2,450,900		4,092		9,648,473
Intangible assets	—		15,930,000		2,419,600		—		387,550		125,000		10,305,000		29,167,150
Total identifiable assets acquired	—		19,831,615		9,101,502		13,610,825		9,113,883		6,660,440		15,320,439		73,638,704

Accounts payable	—		28,978		40,447		2,036,714		44,911		—		137,239		2,288,289
Due to Seller	—		2,448,460		—		—		5,844,494		4,084,540		—		12,377,494
Other current liabilities	—		174,177		1,012,992		4,439,230		286,792		—		562,809		6,476,000
Total liabilities assumed	—		2,651,615		1,053,439		6,475,944		6,176,197		4,084,540		700,048		21,141,783

Noncontrolling interests	2,567,037		—		—		—		—		—		—		2,567,037

Goodwill	—		8,642,190		6,009,128		(1,593,612)		8,484,566		12,212,433		8,718,398		42,473,103
Additional paid-in-capital	4,432,963		—		—		—		—		—		—		4,432,963

Total purchase price	$	7,000,000	$	25,822,190	$	14,057,191	$	5,541,269	$	11,422,252	$	14,788,333	$	23,338,789	$	101,970,024

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(CONTINUED)

5. ABC Transaction and Held for Sale

During the fiscal year 2022, the Company started discussions regarding the potential liquidation process of Health through an assignment for the benefit of creditors (“ABC”), with a targeted timeline for the transaction to be fully closed in December 2022. The conversation involved operations, human resources, external legal counsel, and Amb, LLC (a California limited liability company, the “Assignee”). ~~It was the management’s intention and decision that the ABC transaction will be commenced and completed by year end 2022.~~ Due to operational processes, the filing was extended and finalized on February 3, 2023.

~~On February 3, 2023, Health commenced the ABC pursuant to California law.~~

An ABC is a liquidation process governed by state law (California law in this instance) that is an alternative to a bankruptcy case under federal law. Prior to commencing the ABC, Health ceased business operations and all of its employees were terminated and treated in accordance with California law. In the ABC, all of Health’s assets were transferred to the Assignee who acts as a fiduciary for creditors and in a capacity equivalent to that of a bankruptcy trustee. The Assignee is responsible for liquidating the assets. Similar to a bankruptcy case, there is a claims process. Creditors of Health will receive notice of the ABC and a proof of claim form and are required to submit a proof of claim in order to participate in distribution of net liquidation proceeds by the Assignee.

As of December 31, 2022, Health met the criteria to be classified as held for sale. As the entity has met this criteria, the Company is required to record the respective assets and liabilities at the lower of carrying value or fair value less any costs to sell, and present the related assets and liabilities as separate line items in the Consolidated Balance Sheets.

~~DocGo Inc. and Subsidiaries~~

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

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

Pre ABC Adjustment 2022 Adjustments December 31,
2022 1Q23 Adjustments March 31,
2023
ASSETS

Current assets:
Cash and cash equivalents $ (190,312 ) $ 190,312 $ - $ - $ -
Accounts receivable, net 1,219,927 (1,219,927 ) - - -
Prepaid expenses and other current assets 22,850 (22,850 ) - - -
Total current assets 1,052,465 (1,052,465 ) - - -

Property and equipment, net 1,107,279 (1,107,279 ) - - -
Intangibles, net 30,697 (30,697 ) - - -
Goodwill 5,085,689 (5,085,689 ) - - -
Operating lease right-of-use assets 29,753 (29,753 ) - - -
Assets held for sale - 4,480,344 4,480,344 (4,480,344 ) -
Other assets 18,053,495 (96,419 ) 17,957,076 (17,957,076 ) -
Total assets $ 25,359,378 $ (2,921,958 ) $ 22,437,420 $ (22,437,420 ) $ -

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable $ 196,122 $ (196,122 ) $ - $ - $ -
Accrued liabilities 63,655,442 (4,250,603 ) 59,404,839 (59,404,839 ) -
Operating lease liability, current 33,619 (33,619 ) - - -
Liabilities held for sale - 4,480,344 4,480,344 (4,480,344 ) -
Total current liabilities 63,885,183 - 63,885,183 (63,885,183 ) -
Total liabilities $ 63,885,183 $ - $ 63,885,183 $ (63,885,183 ) $ -

STOCKHOLDERS’ EQUITY:
Accumulated deficit $ (38,525,805 ) $ (2,921,958 ) $ (41,447,763 ) $ 41,447,763 $ -
Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries (38,525,805 ) (2,921,958 ) (41,447,763 ) 41,447,763 -
Noncontrolling interests - - - - -
Total stockholders’ equity $ (38,525,805 ) $ (2,921,958 ) $ (41,447,763 ) $ 41,447,763 $ -
Total liabilities and stockholders’ equity $ 25,359,378 $ (2,921,958 ) $ 22,437,420 $ (22,437,420 ) $ -

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(CONTINUED)


	Pre ABC Adjustment			2022 Adjustments			December 31,			1Q23 Adjustments			June 30,
							2022						2023
ASSETS

Current assets:
Cash and cash equivalents		$	(190,312)		$	190,312		$	—		$	—		$	—
Accounts receivable, net		1,219,927			(1,219,927)			—			—			—
Prepaid expenses and other current assets		22,850			(22,850)			—			—			—
Total current assets		1,052,465			(1,052,465)			—			—			—

Property and equipment, net		1,107,279			(1,107,279)			—			—			—
Intangibles, net		30,697			(30,697)			—			—			—
Goodwill		5,085,689			(5,085,689)			—			—			—
Operating lease right-of-use assets		29,753			(29,753)			—			—			—
Assets held for sale		—			4,480,344			4,480,344			(4,480,344)			—
Other assets		18,053,495			(96,419)			17,957,076			(17,957,076)			—
Total assets		$	25,359,378		$	(2,921,958)		$	22,437,420		$	(22,437,420)		$	—

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable		$	196,122		$	(196,122)		$	—		$	—		$	—
Accrued liabilities		63,655,442			(4,250,603)			59,404,839			(59,404,839)			—
Operating lease liability, current		33,619			(33,619)			—			—			—
Liabilities held for sale		—			4,480,344			4,480,344			(4,480,344)			—
Total current liabilities		63,885,183			—			63,885,183			(63,885,183)			—
Total liabilities		$	63,885,183		$	—		$	63,885,183		$	(63,885,183)		$	—

STOCKHOLDERS’ EQUITY:
Accumulated deficit		$	(38,525,805)		$	(2,921,958)		$	(41,447,763)		$	41,447,763		$	—
Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries		(38,525,805)			(2,921,958)			(41,447,763)			41,447,763			—
Noncontrolling interests		—			—			—			—			—
Total stockholders’ equity		$	(38,525,805)		$	(2,921,958)		$	(41,447,763)		$	41,447,763		$	—
Total liabilities and stockholders’ equity		$	25,359,378		$	(2,921,958)		$	22,437,420		$	(22,437,420)		$	—

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

6. Goodwill

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

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(CONTINUED)

As a result of this impairment, the Company recognized a non-cash charge of $2,921,958 in the year ended December 31, 2022 in the Consolidated Statements of Operations. The charge was recorded as part of Other income in the Company’s Consolidated Statements of Operations and has no impact on its cash flow, liquidity, or compliance with debt covenants.

Additionally, the Company recorded Goodwill in connection with its acquisitions, the total Goodwill acquired in 2022 was $35,299,136.

~~DocGo Inc. and Subsidiaries~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(CONTINUED)~~

The Company also updated the carrying value of the Goodwill in its unaudited Condensed Consolidated Balance Sheets to reflect the additional Goodwill and the impairment charge. The carrying value of Goodwill amounts ~~$47,668,654,~~$47,820,840, the changes in the carrying value of Goodwill for the period ended ~~March 31,~~June 30, 2023 are as noted in the tables below:


	Carrying Value
Balance at December 31, 2022	$	38,900,413
Goodwill acquired during the period	8,642,190
CTA	278,237
Balance at June 30, 2023	$	47,820,840

Carrying Value
Balance as of December 31, 2022 $ 38,900,413
Goodwill acquired during the period 8,642,190
CTA 126,051
Balance as of March 31, 2023 $ 47,668,654

7. Intangibles

Intangible assets ~~consisted~~consist of the following as of ~~March 31,~~June 30, 2023 and December 31, 2022:

March 31, 2023
Estimated
Useful Life
(Years) Gross Carrying
Amount Additions Accumulated
Amortization Net Carrying
Amount
Patents 15 years $ 62,823 $ 17,390 $ (11,454 ) $ 68,759
Computer software 5 years 247,828 - (229,313 ) 18,515
Operating licenses Indefinite 8,799,004 600,000 - 9,399,004
Internally developed software 4-5 years 8,284,058 740,298 (7,376,506 ) 1,647,850
Material contracts Indefinite 62,550 - - 62,550
Customer relationship 8-9 years 12,397,954 15,872,732 (947,737 ) 27,322,949
Trademark 8 years 326,646 6,669 (13,888 ) 319,427
Non-compete agreements 5 years - 100,000 - 100,000
$ 30,180,863 $ 17,337,089 $ (8,578,898 ) $ 38,939,054


	June 30, 2023
	Estimated Useful Life (Years)	Gross Carrying Amount		Additions		Accumulated Amortization		Net Carrying Amount
Patents	15 years	$	62,823	$	18,265	$	(12,800)	$	68,288
Computer software	5 years	247,828		—		(231,731)		16,097
Operating licenses	Indefinite	8,799,004		600,000		—		9,399,004
Internally developed software	4-5 years	8,284,058		1,208,506		(7,977,777)		1,514,787
Material Contracts	Indefinite	62,550		—		—		62,550
Customer Relationship	9 years	12,397,954		15,924,323		(1,744,211)		26,578,066
Trademark	8 years	326,646		14,721		(24,891)		316,476
Non-compete Agreement	5 years	—		100,000		(5,000)		95,000
		$	30,180,863	$	17,865,815	$	(9,996,410)	$	38,050,268

December 31, 2022
Estimated
Useful Life
(Years) Gross Carrying
Amount Additions Accumulated
Amortization Net Carrying
Amount
Patents 15 years $ 48,668 $ 14,155 $ (10,116 ) $ 52,707
Computer software 5 years 294,147 (46,319 ) (224,886 ) 22,942
Operating licenses Indefinite 8,375,514 423,490 - 8,799,004
Internally developed software 4-5 years 6,013,513 2,270,545 (6,378,911 ) 1,905,147
Material contracts Indefinite - 62,550 - 62,550
Customer relationship 8-9 years - 12,397,954 (594,301 ) 11,803,653
Trademark 8 years - 326,646 (3,403 ) 323,243
$ 14,731,842 $ 15,449,021 $ (7,211,617 ) $ 22,969,246


	December 31, 2022
	Estimated Useful Life (Years)	Gross Carrying Amount		Additions		Accumulated Amortization		Net Carrying Amount
Patents	15 years	$	48,668	$	14,155	$	(10,116)	$	52,707
Computer software	5 years	294,147		(46,319)		(224,886)		22,942
Operating licenses	Indefinite	8,375,514		423,490		—		8,799,004
Internally developed software	4-5 years	6,013,513		2,270,545		(6,378,911)		1,905,147
Material contracts	Indefinite	—		62,550		—		62,550
Customer relationship	8-9 years	—		12,397,954		(594,301)		11,803,653
Trademark	8 years	—		326,646		(3,403)		323,243
		$	14,731,842	$	15,449,021	$	(7,211,617)	$	22,969,246

~~The Company recorded amortization expenses~~

Table of ~~$1,365,636 and $633,363 for the three months ended March 31, 2023 and 2022, respectively.~~

Contents

~~The estimated future amortization expense of definite life intangible assets as of March 31, 2023 was as follows:~~

Amortization Expense
2023 $ 3,149,231
2024 3,796,183
2025 3,621,413
2026 3,240,049
2027 3,239,331
Thereafter 12,431,293
Total $ 29,477,500

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

The Company recorded amortization expense of $1,414,944 and $645,715 for the three months ended June 30, 2023 and 2022, respectively.

The Company recorded amortization expense of $2,780,580 and $1,279,078 for the six months ended June 30, 2023 and 2022, respectively.

Future amortization expense at June 30, 2023 for the next five years and in the aggregate are as follows:

Amortization
Expense
2023, remaining $ 1,958,683
2024 3,865,944
2025 3,816,044
2026 3,247,559
2027 3,246,843
Thereafter 12,453,641
Total $ 28,588,714

~~(CONTINUED)~~

8. Accrued Liabilities

Accrued liabilities consist of the following as of ~~March 31,~~June 30, 2023 and December 31, 2022:


	June 30, 2023		December 31, 2022
Accrued subcontractors	$	10,829,445	$	8,101,150
Accrued workers compensation and insurance liabilities	10,330,099		3,766,469
Accrued general expenses	6,296,541		11,436,462
Accrued payroll	3,752,317		4,245,838
Accrued bonus	1,120,425		1,500,717
Accrued legal fees	1,048,393		344,417
Other current liabilities	634,526		706,528
Accrued lab fees	396,255		584,203
Accrued fuel and maintenance	314,894		253,243
Credit card payable	46,320		78,838
FICA/Medicare liability	17,929		555,166
Total accrued liabilities	$	34,787,144	$	31,573,031

March 31,
2023 December 31,
2022
Accrued subcontractors $ 8,889,201 $ 8,101,150
Accrued general expenses 7,080,279 11,436,462
Accrued workers compensation and insurance liabilities 6,564,201 3,766,469
Accrued payroll 3,688,168 4,245,838
Accrued bonus 1,312,368 1,500,717
Other current liabilities 1,014,005 706,528
Accrued lab fees 706,351 584,203
Accrued legal fees 629,694 344,417
Accrued fuel and maintenance 555,528 253,243
Credit card payable 84,623 78,838
FICA/Medicare liability 19,664 555,166
Total accrued liabilities $ 30,544,082 $ 31,573,031

9. 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 $12,000,000 (each, a “Revolving Advance”). Each Revolving Advance would have borne interest at a per annum rate equal to the Wall Street Journal Prime Rate, as the same may have changed 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 was subject to certain financial covenants such as an unused fee. 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. On January 26, 2022, the Company drew $1,000,000 to fund operations and meet short-term obligations. In December 2022, the Company did not renew the agreement, and repaid the outstanding balance.

On November 1, 2022, the Company entered into a revolving loan and security agreement with two banks, with one bank as the administrative agent (the “Lenders”), with a maximum revolving advance amount of $90,000,000. The revolving facility includes the ability for the Company to request an increase to the commitment by an additional up to $50,000,000, though no Lender (nor the Lenders collectively) are obligated to increase their respective commitments. Borrowings under the revolving facility bear interest at a per annum rate equal to, (i) at the Company’s option, the (x) the base rate or (y) the adjusted term SOFR rate, plus (ii) the applicable margin. The applicable margins are based on the Company’s consolidated net leverage ratio, adjusted on a quarterly basis. The ~~Initial~~initial applicable margins are 1.25% for an adjusted term SOFR loan and 0.25% for a base rate loan and will be updated based on the consolidated net leverage ratio reported in the compliance certificate. The revolving facility matures on the five-year anniversary of the closing date, November 1, 2027. The revolving facility is secured by a first-priority lien on substantially all of the Company’s present and future personal assets and intangible assets. The revolving facility is subject to certain financial covenants such as a net leverage ratio and interest

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coverage ratio, as defined in the agreement. The Company has not made any draws under the facility and as of ~~March 31,~~June 30, 2023, there is no amount outstanding.

~~DocGo Inc. and Subsidiaries~~

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

10. Notes Payable

The Company has various loans with finance companies with monthly installments aggregating ~~$64,671,~~$69,469, inclusive of interest ranging from 2.5% through 8%10.1%. The notes mature at various times through ~~2027~~2028 and are secured by transportation equipment.

The following table summarizes the Company’s notes payable:

March 31, 2023 December 31, 2022
Equipment and financing loans payable, between 2.5% and 8% interest and maturing between January 2023 and March 2028 $ 1,922,223 $ 1,901,514
Loan received pursuant to the Payroll Protection Program Term Note - -
Total notes payable 1,922,223 1,901,514
Less: current portion of notes payable $ 649,808 $ 664,913
Total non-current portion of notes payable $ 1,272,415 $ 1,236,601


	June 30, 2023		December 31, 2022
Equipment and financing loans payable, between 2.5% and 10.1% interest and maturing between January 2023 and May 2028	$	2,276,824	$	1,901,514
Loan received pursuant to the Payroll Protection Program Term Note	—		—
Total notes payable	2,276,824		1,901,514
Less: current portion of notes payable	$	696,308	$	664,913
Total non-current portion of notes payable	$	1,580,516	$	1,236,601

Interest ~~expenses were $29,034~~expense was $32,375 and ~~$22,559~~$20,949 for the three months period ended ~~March 31,~~June 30, 2023 and 2022, respectively.

Interest expense was $61,409 and $43,508 for the six months period ended June 30, 2023 and 2022, respectively.

Future minimum annual maturities of notes payable as of ~~March 31,~~June 30, 2023 ~~were~~are as follows:

Notes
Payable
2023, remaining $ 425,309
2024 478,492
2025 463,573
2026 384,627
2027 160,977
Thereafter 9,245
Total maturities $ 1,922,223
Current portion of notes payable (649,808 )
Long-term portion of notes payable $ 1,272,415


	Notes Payable
2023, remaining	$	322,096
2024	571,001
2025	563,779
2026	492,111
2027	273,629
Thereafter	54,208
Total maturities	$	2,276,824
Current portion of notes payable	(696,308)
Long-term portion of notes payable	$	1,580,516

~~DocGo Inc. and Subsidiaries~~

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

11. Business Segment Information

The Company conducts business in three operating segments, Transportation Services, Mobile Health Services and Corporate. In accordance with ASC 280, Segment Reporting, operating segments are components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, the Company’s Chief Executive Officer, in deciding how to allocate resources and assessing performance. Prior to 2023, the Company reported in two segments, because the Company’s entities have two main revenue streams. Beginning with the first quarter of 2023, the Company is now reporting in three operating segments, adding a Corporate segment to allow for analysis of shared services and personnel that support both the Transportation Services and Mobile Health Services segments. Previously, these costs had been allocated almost entirely to the Transportation Services segment. All of the Company’s revenues and costs of goods sold continue to be reported within the Transportation Services and Mobile Health Services segments. The Corporate segment contains operating expenses such as information technology costs, certain insurance costs and the compensation costs of senior and executive leadership. The segment reporting for the prior-year period has been adjusted to conform to the new methodology, for the purposes of allowing a clearer analysis of year-over-year performance. The Company’s chief operating decision maker evaluates the Company’s financial information and resources and assesses the performance of these resources by revenue stream and by operating income or loss performance.

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(CONTINUED)

The accounting policies of the segments are the same as the accounting policies of the Company as a whole. The Company evaluates the performance of its Transportation Services, Mobile Health Services and Corporate segments based primarily on results of operations.

Operating results for the business segments of the Company are as follows:

Transportation
Services Mobile Health
Services Corporate Total
Three Months Ended March 31, 2023
Revenues $ 40,055,946 $ 72,946,757 $ - $ 113,002,703
Income (loss) from operations 1,083,040 13,188,159 (21,173,786 ) (6,902,587 )
Total assets 118,998,556 152,352,877 136,193,743 407,545,176
Depreciation and amortization expense 1,863,304 716,539 1,069,486 3,649,329
Stock compensation 259,693 116,934 8,073,389 8,450,016
Long-lived assets 67,461,536 30,920,781 9,954,851 108,337,168

Three Months Ended March 31, 2022
Revenues $ 27,812,510 $ 90,079,042 $ - $ 117,891,552
Income (loss) from operations (2,538,760 ) 23,402,298 (10,768,973 ) 10,094,565
Total assets 73,244,007 48,736,456 203,215,841 325,196,304
Depreciation and amortization expense 1,314,600 213,256 673,165 2,201,021
Stock compensation 386,101 45,073 991,763 1,422,937
Long-lived assets 27,510,779 3,224,955 1,154,969 31,890,703


	Transportation Services		Mobile Health Services		Corporate		Total
Three Months Ended June 30, 2023
Revenues	$	45,422,151	$	80,064,609	$	—	$	125,486,760

Income (loss) from operations	(537,625)		18,217,665		(16,104,086)		1,575,954

Total assets	121,884,046		142,049,757		126,352,242		390,286,045

Depreciation and amortization expense	1,940,635		1,201,771		688,655		3,831,061

Stock compensation	215,912		182,889		2,952,321		3,351,122

Long-lived assets	66,188,807		48,454,044		11,418,092		126,060,943

Capital expenditures	3,268,147		806,681		720,659		4,795,487

Three Months Ended June 30, 2022
Revenues	$	22,175,233	$	87,344,071	$	—	$	109,519,304

Income (loss) from operations	(5,398,799)		30,234,461		(17,377,905)		7,457,757

Total assets	67,477,663		55,936,426		208,441,299		331,855,388

Depreciation and amortization expense	1,124,521		217,389		695,861		2,037,771

Stock compensation	506,775		223,893		1,268,951		1,999,619

Long-lived assets	36,437,097		4,232,044		2,691,150		43,360,291

Capital expenditures	1,157,537		23,513,762		542,628		25,213,927

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(CONTINUED)


	Transportation Services		Mobile Health Services		Corporate		Total
Six Months Ended June 30, 2023
Revenues	$	85,478,096	$	153,011,367	$	—	$	238,489,463

Income (loss) from operations	433,522		31,159,245		(36,919,400)		(5,326,633)

Total assets	121,884,046		142,049,757		126,352,242		390,286,045

Depreciation and amortization expense	3,803,939		1,918,310		1,758,141.00		7,480,390

Stock compensation	475,605		299,822		11,025,711		11,801,138

Long-lived assets	66,188,807		48,454,044		11,418,092		126,060,943

Capital Expenditures	13,632,633		26,539,244		2,467,347		42,639,224

Six Months Ended June 30, 2022
Revenues	$	49,987,743	$	177,423,113	$	—	$	227,410,856

Income (loss) from operations	(7,879,188)		53,578,388		(28,146,878)		17,552,322

Total assets	67,477,663		55,936,426		208,441,299		331,855,388

Depreciation and amortization expense	2,439,121		430,645		1,369,026		4,238,792

Stock compensation	892,876		268,966		2,260,714		3,422,556

Long-lived assets	36,437,097		4,232,044		2,691,150		43,360,291

Capital Expenditures	2,100,320		23,605,840		1,220,515		26,926,675

Long-lived assets include ~~Property, plant~~property and equipment, ~~Goodwill~~goodwill, intangible assets, operating lease right-of-use assets and ~~Intangible~~finance lease right-of-use assets.

Geographic Information

The table below shows long-lived assets by geographic location.


	June 30, 2023	June 30, 2022
Primary Geographical Markets
United States	106,605,989	41,246,102
United Kingdom	19,454,954	2,114,189
Total Long-Lived Assets	126,060,943	43,360,291

Revenues by geographic location are included in Note 2.

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(CONTINUED)

12. Equity

Share Repurchase Program

On May 24, 2022, the ~~Company was~~Board of Directors authorized a share repurchase program to purchase up to $40 million of the Company’s common stock ~~under a share repurchase program~~ (the “Program”). During the second and fourth quarter of 2022, the Company repurchased 536,839 shares of its common stock for $3,731,712. These shares were subsequently cancelled. There were no shares repurchased during the ~~first quarter of~~three and six months ended June 30, 2023. The Program does not oblige the Company to acquire any specific number of shares and will expire on November 24, 2023. Under the Program, shares may be repurchased using a variety of methods, including privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the ~~Securities~~ Exchange Act, ~~of 1934, as amended (the “Exchange Act”),~~ as part of accelerated share repurchases, block trades and other methods. The timing, manner, price and amount of any common stock repurchases under the Program are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions.

~~DocGo Inc. and Subsidiaries~~

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

13. Stock Based Compensation

Stock Options

The Company’s stock options generally vest on various terms based on continuous services upover periods ranging from three to five years. The stock options are subject to time vesting requirements through ~~2026~~2032 and are nontransferable. Stock options granted have a maximum contractual term of 10 years. On ~~March 31,~~June 30, 2023, approximately ~~3.2~~3.0 million employee stock options had vested.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. ~~Management~~Before the Company’s shares of stock were publicly traded, management took ~~the company specific volatility and~~ the average of several publicly traded companies that were representative of the Company’s size and industry in order to estimate its expected stock volatility. The expected term of the options ~~represents~~represented the period of time the instruments are expected to be outstanding. The Company ~~bases~~based the risk-free interest rate on the rate payable on the U.S. Treasury securities corresponding to the expected term of the awards at the date of grant. Expected dividend yield iswas zero based on the fact that the Company ~~has~~had not historically paid and does not intend to pay a dividend in the foreseeable future.

The following assumptions were used to compute the fair value of the stock option grants during the period ended ~~March 31,~~June 30, 2023 and 2022:

Three Months Ended
March 31,
2023 2022
Risk-free interest rate 0.71% - 4.31% 0.71%
Expected term (in years) 6.25 4
Volatility 60% - 69% 60%
Dividend yield 0% 0%


	Period Ended June 30,
	2023		2022
Risk-free interest rate	4.14	%	0.71	%
Expected term (in years)	6.25		4
Volatility	56	%	60	%
Dividend yield	0	%	0	%

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The following table summarizes the Company’s stock option activity under the Plan for the period ended ~~March 31,~~June 30, 2023:

Options
Shares Weighted
Average
Exercise
Price Weighted
Average
Remaining
Contractual
Life in
Years Aggregate
Intrinsic
Value
Balance as of, December 31, 2022 11,571,308 $ 7.11 9.05 $ 39,389,063
Granted/ Vested during the year - - - -
Exercised during the year (96,101 ) 2.60 - -
Cancelled during the year (267,539 ) 7.74 - -
Balance as of March 31, 2023 11,207,668 7.15 8.73 $ 45,428,463
Options vested and exercisable at March 31, 2023 3,153,550 $ 6.12 7.84 $ 9,827,324


	Options Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years	Aggregate Intrinsic Value
Balance as of, December 31, 2022	11,571,308	$	7.11	9.05	$	39,389,063
Granted/ Vested during the year	312,730	8.61		—	—
Exercised during the year	(356,511)	2.74		—	—
Cancelled during the year	(275,135)	7.82		—	—
Balance as of June 30, 2023	11,252,392	7.28		8.62	46,592,930
Options vested and exercisable at June 30, 2023	3,005,069	$	6.36	7.89	9,093,754

The aggregate intrinsic value in the above table is calculated as the difference between fair value of the Company’s common stock price and the exercise price of the stock options. The weighted average grant date fair value per share for stock option grants during the periods ended ~~March 31,~~June 30, 2023 and December 31, 2022 was ~~$7.15~~$8.61 and $7.04, respectively. ~~At March 31,~~On June 30, 2023 and December 31, 2022, the total unrecognized compensation related to unvested stock option awards granted was ~~$32,118,556~~$30,583,415 and $41,666,564, respectively, which the Company expects to recognize over a weighted-average period of approximately 23.73 years.

Restricted Stock Units

The fair value of restricted stock units (“RSUs”) is determined on the date of grant. The Company records compensation expense in the unaudited Condensed Consolidated ~~Statements~~Statement of Operations and Comprehensive (Loss) Income on a straight-line basis over the vesting period for RSUs. The vesting period for employees and members of the Board of Directors ranges from one to four years.

~~DocGo Inc. and Subsidiaries~~

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Activity under RSUs was as follows:

RSUs Weighted-
Average Grant Date
Fair Value
Per RSU

Balance as of December 31, 2022 305,587 $ 8.35
Granted - -
Vested during the year (80,008 ) 7.71
Balance as of March 31, 2023 225,579 8.58
Vested and unissued as of March 31, 2023 136,250 7.71
Non-vested as of March 31, 2023 225,579 8.58


	RSUs	Weighted- Average Grant Date Fair Value Per RSU
Balance as of, December 31, 2022	305,587	$	8.35
Granted	101,358	7.64
Vested during the year	(136,258)	8.02
Forfeited	—	—
Balance as of, June 30, 2023	270,687	8.25
Vested and unissued at June 30, 2023	192,500	8.25
Non-vested at June 30, 2023	270,687	8.25

The total grant-date fair value of RSUs granted during the period ended ~~March 31,~~June 30, 2023 was ~~$0.~~

$774,218.

~~For the period ended March 31, 2023, the~~The Company recorded stock-based compensation expense related to RSUs of ~~$429,675.~~

$663,748 and $1,093,423 for the three and six months ended June 30, 2023, respectively,

As of ~~March 31,~~June 30, 2023, the Company had ~~$1,934,998~~$2,232,968 in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately ~~1.1~~0.8 years.

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(CONTINUED)

14. Leases

Operating Leases

The Company is obligated to make rental payments under non-cancellable operating leases for office, dispatch station space, and transportation equipment, expiring at various dates through ~~2029~~.2032. Under the terms of the leases, the Company is also obligated for its proportionate share of real estate taxes, insurance and maintenance costs of the property. The Company is required to hold certain funds in restricted cash and cash equivalents accounts under some of these agreements.

Certain leases for property and transportation equipment contain options to purchase, extend or terminate the lease. Determining the lease term and amount of lease payments to include in the calculation of the right-of-use (ROU) asset and lease obligations for leases containing options requires the use of judgment to determine whether the exercise of an option is reasonably certain and whether the optional period and payments should be included in the calculation of the associated ROU asset and lease obligation. In making such judgment, the Company considers all relevant economic factors that would require whether to exercise or not exercise the option.

The Company’s lease agreements generally do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate imputed discount rate. The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived imputed rates, which were used to discount its real estate lease liabilities. The Company used estimated borrowing rates of 6% on January 1, 2019, for all leases that commenced prior to that date, for office spaces and transportation equipment.

~~DocGo Inc. and Subsidiaries~~

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Lease Costs

The table below comprise lease expenses for the periods ended ~~March 31,~~June 30, 2023 and 2022:

Components of total lease cost: March 31,
2023 March 31,
2022

Operating lease expense $ 756,245 $ 462,625
Short-term lease expense 336,318 255,096
Total lease cost $ 1,092,563 $ 717,721


	Three Months Ended June 30,				Six Months Ended June 30,
Components of total lease cost:	2023		2022		2023		2022

Operating lease expense	$	865,987	$	428,728	$	1,622,232	$	891,353
Short-term lease expense	368,030		273,601		704,348		528,697
Total lease cost	$	1,234,017	$	702,329	$	2,326,580	$	1,420,050

Lease Position as of ~~March 31,~~June 30, 2023

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

as follows:

March 31,
2023 December 31,
2022
Assets
Lease right-of-use assets $ 9,375,132 $ 9,074,277
Total lease assets $ 9,375,132 $ 9,074,277

Liabilities
Current liabilities:
Lease liability - current portion $ 2,353,383 $ 2,325,024
Noncurrent liabilities:
Lease liability, net of current portion 7,315,226 7,040,982
Total lease liability $ 9,668,609 $ 9,366,006


	June 30, 2023		December 31, 2022
Assets
Lease right-of-use assets	$	9,288,582	$	9,074,277
Total lease assets	$	9,288,582	$	9,074,277

Liabilities
Current liabilities:
Lease liability - current portion	$	2,479,340	$	2,325,024
Noncurrent liabilities:
Lease liability, net of current portion	7,162,046		7,040,982
Total lease liability	$	9,641,386	$	9,366,006

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Lease Terms and Discount Rate

The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s finance leases as of June 30, 2023:


Weighted average remaining lease term (in years) - operating leases		~~4.86~~4.53
Weighted average discount rate - operating leases	~~5.99~~5.81	%

Undiscounted Cash Flows

Future minimum lease payments under the operating leases ~~as of March 31,~~at June 30, 2023 ~~were~~are as follows:

Operating
Leases
2023, remaining $ 2,170,565
2024 2,601,033
2025 2,592,944
2026 1,901,778
2027 and thereafter 1,692,393
Total future minimum lease payments 10,958,713
Less effects of discounting $ (1,290,104 )
Present value of future minimum lease payments $ 9,668,609


	Operating Leases
2023, remaining	$	1,543,710
2024	2,769,206
2025	2,751,071
2026	1,997,054
2027	1,770,143
Total future minimum lease payments	10,831,184
Less effects of discounting	(1,189,798)
Present value of future minimum lease payments	$	9,641,386

Operating lease ~~expenses were~~expense was approximately ~~$756,245~~$865,987 and ~~$462,625~~$428,728 for the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively.

Operating lease expense was approximately $1,622,232 and $891,353 for the six months ended June 30, 2023 and 2022, respectively.

For the ~~quarter~~three months ended ~~March 31,~~June 30, 2023, the Company made ~~$756,245~~$865,987 of fixed cash payments related to operating leases and ~~$744,030~~$766,492 related to finance leases.

For the three months ended June 30, 2022, the Company made $428,728 of fixed cash payments related to operating leases and $851,307 related to finance leases.

For the six months ended June 30, 2023, the Company made $1,622,232 of fixed cash payments related to operating leases and $1,510,523 related to finance leases.

For the six months ended June 30, 2022, the Company made $891,353 of fixed cash payments related to operating leases and $1,473,882 related to finance leases.

Finance Leases

The Company leases vehicles under a non-cancelable finance lease agreements with a liability of ~~$8,834,857~~$8,643,832 and $8,646,803 ~~for the quarter ended March 31,~~as of June 30, 2023 and December 31, 2022, respectively. This includes accumulated depreciation expense of ~~$8,717,048~~$9,553,571 and ~~$7,906,966~~$7,096,966 as of ~~March 31,~~June 30, 2023 and December 31, 2022, respectively.

Depreciation ~~expenses~~expense for the vehicles under non-cancelable lease agreements amounted to ~~$801,083~~$826,180 and ~~$855,781~~$662,495 for the ~~quarter~~three months ended ~~March 31,~~June 30, 2023 and 2022, respectively.

Depreciation expense for the vehicles under non-cancelable lease agreements amounted to $1,627,263 and $1,518,276 for the six months ended June 30, 2023 and 2022, respectively.

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Gain on ~~Lease Remeasurement~~

lease remeasurement

In June 2022, the Company reassessed its finance lease estimates relating to vehicle mileage and residual value. As a result, the Company determined to purchase the vehicles at the end of the leases which resulted in a gain of $1.4 million recorded as gains from lease accounting inon the unaudited Condensed Consolidated ~~Statements~~Statement of Operations and Comprehensive (Loss) Income.

Lease Payments

The table below presents lease payments for the periods ended ~~March 31,~~June 30, 2023 and 2022:

Components of total lease payment: March 31,
2023 March 31,
2022

Finance lease payment $ 744,030 $ 622,575
Short-term lease payment - -
Total lease payments $ 744,030 $ 622,575


	Three Months Ended June 30,				Six Months Ended June 30,
Components of total lease payment:	2023		2022		2023		2022

Finance lease payment	$	766,492	$	851,307	$	1,510,522	$	1,473,882
Short-term lease payment	—		—		—		—
Total lease payments	$	766,492	$	851,307	$	1,510,522	$	1,473,882

~~DocGo Inc. and Subsidiaries~~

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Lease Position as of ~~March 31,~~June 30, 2023

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

March 31,
2023 December 31,
2022
Assets
Lease right-of-use assets $ 9,170,429 $ 9,039,663
Total lease assets $ 9,170,429 $ 9,039,663
Liabilities
Current liabilities:
Lease liability - current portion $ 2,773,029 $ 2,732,639
Noncurrent liabilities:
Lease liability, net of current portion 6,061,828 5,914,164
Total lease liability $ 8,834,857 $ 8,646,803


	June 30, 2023		December 31, 2022
Assets
Lease right-of-use assets	$	8,963,759	$	9,039,663
Total lease assets	$	8,963,759	$	9,039,663

Liabilities
Current liabilities:
Lease liability - current portion	$	2,717,546	$	2,732,639
Noncurrent liabilities:
Lease liability, net of current portion	5,926,286		5,914,164
Total lease liability	$	8,643,832	$	8,646,803

Lease Terms and Discount Rate

The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s finance leases as of ~~March 31,~~June 30, 2023:


Weighted average remaining lease term (in years) - finance leases			~~3.66~~	3.57
Weighted average discount rate - finance leases	5.95	~~5.95~~	%

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Undiscounted Cash Flows

Future minimum lease payments under the finance leases ~~as of March 31,~~at June 30, 2023 ~~were~~are as follows:


	Finance Leases
2023, remaining	$	1,695,729
2024	2,840,410
2025	2,561,843
2026	1,779,618
2027	664,614
Total future minimum lease payments	9,542,214
Less effects of discounting	(898,382)
Present value of future minimum lease payments	$	8,643,832

Finance
Leases
2023, remaining 2,483,279
2024 2,678,787
2025 2,399,085
2026 1,617,995
2027 and thereafter 613,905
Total future minimum lease payments 9,793,051
Less effects of discounting (958,194 )
Present value of future minimum lease payments $ 8,834,857

15. Other ~~Income (Expenses)~~

(expense)/income

The Company recognized ~~$853,927~~$(587,389) and ~~($281,949)~~$4,619,765 of Other (expenses)/income ~~(expenses)~~ for the three months ended ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022, respectively.

The Company recognized $266,538 and $4,337,816 of Other income for the six months ended June 30, 2023 and June 30, 2022, respectively, as follows:

Three Months Ended
March 31
Other income (expenses): 2023 2022
Interest income (expense), net 809,172 (135,606 )
Loss on remeasurement of warrant liabilities - (58,749 )
Loss on equity method investments (115,286 ) (83,341 )
Loss on disposal of fixed assets (54,839 ) -
Other income (expenses) 214,880 (4,253 )
Total other income (expenses) $ 853,927 $ (281,949 )


	Three Months Ended				Six Months Ended
	June 30,				June 30,
Other (expense) income:	2023		2022		2023		2022
Interest income (expense), net	$	521,872	$	98,276	$	1,331,044	$	(37,330)
Gain on remeasurement of warrant liabilities	—		3,027,766		—		2,969,017
(Loss)/gain on initial equity method investments	(90,573)		89,810		(205,859)		6,469
Loss on disposal of fixed assets	(98,630)		—		(153,469)		—
Gain on remeasurement of finance leases	—		1,388,273		—		1,388,273
ABC Litigation	(1,000,000)		—		(1,000,000)		—
Other income	79,942		15,640		294,822		11,387
Total other (expense) income	$	(587,389)	$	4,619,765	$	266,538	$	4,337,816

~~As of March 31,~~

For the three months ended June 30, 2023, the Company recognized other income of ~~$214,880,~~$79,942, net of ~~$637~~$6,410 from realized foreign exchange gain offset by rental income of $0.

For the three months ended June 30, 2022, the Company recognized other income of $15,640, net of $1,145 from realized foreign exchange gain offset by rental income of $14,495.

For the six months ended June 30, 2023, the Company recognized other income of $294,822, net of $5,773 from realized foreign exchange gain offset by rental income of $8,496.

For the six months ended June 30, 2022, the Company recognized other income of $11,387, net of $19,660 from realized foreign exchange loss offset by rental income of ~~$8,496.~~

$31,047.

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16. Related Party Transactions

Historically, the Company has been involved in transactions with various related parties.

Ely D. Tendler Strategic & Legal Services PLLC provides legal services for the Company. Ely D. Tendler Strategic & Legal Services PLLC is owned by the General Counsel and Director of the Company, and therefore is a related party. The Company made legal payments to Ely D. Tendler Strategic & Legal Services PLLC totaling ~~$234,230~~$126,600 and ~~none~~$234,255 for the three months ended ~~March 31,~~June 30, 2023 and 2022, ~~respectively.~~

~~PrideStaff provides subcontractor services to the Company. PrideStaff is owned by an operations manager of the Company~~respectively, and ~~his spouse,~~$470,270 and ~~therefore, is a related party. The Company made subcontractor payments to PrideStaff totaling $93,311 and $209,153~~$443,408 for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022, respectively.

Included in ~~Accounts~~accounts payable were ~~$125,539~~$80,000 and $86,555 due to related parties as of ~~March 31,~~June 30, 2023 and December 31, 2022, respectively.

17. Income Taxes

As a result of the Company’s history of net operating losses (“NOL”), the Company had historically provided for a full valuation allowance against its deferred tax assets for assets that were not more-likely-than-not to be realized. The Company’s income tax benefit ~~(expense)~~(provision) for the three months ended ~~March 31,~~June 30, 2023 and 2022 ~~was $2,129,870~~were $355,054 and ~~($440,179)~~$(321,660), respectively, and $2,484,924 and $(761,839) for the six months ended June 30, 2023 and 2022, respectively. ~~Our~~In determining the quarterly provision for income taxes, we use an estimated annual effective tax rate adjusted for ~~the three months ended March 31, 2023~~discrete items. This rate is based on our expected annual income, statutory tax rates, and ~~2022 was 38.21%~~best estimates of non-taxable and ~~4.85%, respectively.~~

non-deductible income and expense items.

18. 401(K) Plan

The Company has established a 401(k) plan in January 2022 that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code. All U.S. employees that complete two months of service with the Company are eligible to participate in the plan. The Company did not make any employer contributions to this plan as of ~~March 31,~~June 30, 2023.

19. Legal Proceedings

From time to time, the Company may be involved as a defendant in legal actions that arise in the normal course of business. In the opinion of management, the Company has adequate legal defense on all legal actions, and the results of any such proceedings would not materially impact the ~~unaudited Condensed~~ Consolidated Financial ~~Statements~~statements of the Company. The Company provides disclosure and records loss contingencies in accordance with the loss contingencies accounting guidance. In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the ~~unaudited Condensed~~ Consolidated Financial ~~Statements.~~

statements.

As of ~~March 31,~~June 30, 2023 and December 31, 2022, the Company recorded a liability of $1,000,000, which ~~represented~~represents an ~~agreed-upon~~amount for an agreed settlement of various class-based claims, both actual and potential, under California state law, as described in detail ~~below.~~

below

Stephanie Zamora, Jascha Dlugatch, et al. v. Ambulnz Health, LLC, et al. was filed in the Los Angeles Superior Court on October 11, 2018, and the complaint alleged wage and hour violations pursuant to California’s Private Attorneys’ General Act of 2004 (“PAGA”). On February 24, 2020, this case was consolidated with Jascha Dlugatch, et. ~~al.~~Al. v. Ambulnz Health, LLC (the “Consolidated ~~Compliant”~~Complaint”), another lawsuit filed in the Los Angeles Superior Court. On May 6, 2021, the parties attended mediation and settled the claims pled in the Consolidated Complaint on a class-wide and PAGA basis in exchange for a proposed $1,000,000 payment by the defendant parties, inclusive of administrative costs and fees. On September 9, 2022, the Court preliminarily approved the proposed ~~settlement. A final approval hearing is currently scheduled for April 28,~~settlement, which was paid in July 2023.

~~DocGo Inc. and Subsidiaries~~

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

20. Risk and Uncertainties

COVID-19 Risks, Impacts and Uncertainties

The spread of COVID-19 and the related ~~country-wide~~ shutdowns and restrictions had a mixed impact on the Company’s business. In the ambulance transportation business, which predominantly comprises of non-emergency medical transportation, the Company initially saw a decline in volumes from historical and expected levels, as elective surgeries and other procedures were postponed. In some of the Company’s larger markets, such as New York and California, there were declines in trip

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volume. In addition, the Company experienced lost revenues associated with sporting, concerts and other events, as those events were cancelled or had a significantly restricted (or entirely eliminated) the number of permitted attendees. Ambulance transports and event-related revenues have both since recovered to pre-COVID levels or higher.

There ~~are~~were two areas ~~where~~in which the Company ~~has~~initially experienced positive business impacts from COVID-19. In April and May 2020, the Company participated in an emergency project with Federal Emergency Management Agency (“FEMA”) in the New York City area. This engagement resulted in incremental transportation revenue. In addition, in response to the need for widespread COVID-19 testing, emergency medical technicians (“EMT”) and ~~available EMT and Paramedics,~~paramedics, the Company formed a new subsidiary, Rapid Reliable Testing, LLC (“RRT”), with the goal ~~to perform~~of performing COVID-19 tests at nursing homes, municipal sites, businesses, schools and other venues. RRT is part of the Mobile Health segment. ~~Since early 2020,~~As COVID-19 testing activity slowed to account for a minor portion of the Company’s revenues, RRT ~~has grown significantly, and~~expanded its services ~~have expanded~~ beyond COVID-19 testing to a wide variety of tests, vaccinations and other procedures. While COVID-19 testing activity continued to grow throughout 2021 and into early 2022, such activity has slowed considerably over the past several months, as the pandemic has waned, and COVID-19 testing accounted for a relatively small proportion of the Company’s overall revenues during the third and fourth quarters of 2022. DocGo anticipates that COVID-19 will continue to account for a shrinking proportion of the Company’s revenues in 2023 and beyond.

The Company’s current business plan assumes ~~continued recovery of industry-wide transportation volumes to historical levels and beyond, plus an~~ increased demand for mobile health services, a demand that was accelerated by the pandemic, but which is also being driven by longer-term secular factors, such as the increasing desire on the part of patients to receive treatments outside of traditional settings, such as doctor’s offices and hospitals. However, given the unpredictable, unprecedented, and fluid nature of the pandemic and its economic consequences, we are unable to predict the duration and extent to which the pandemic and its related positive and negative impacts will affect our business, financial condition, and results of operations in future periods. Likewise, we are unable to predict the emergence of future, unrelated pandemics, which would have some of the same impacts as those experienced with COVID-19.

21. Subsequent Events

In ~~April~~July 2023, the Company ~~purchased~~paid the ~~remaining noncontrolling interest in FMC NA~~settlement for ~~$7,000,000. The Company issued $3,000,000 worth~~the Stephanie Zamora, Jascha Dlugatch, et al. v. Ambulnz Health, LLC, et al. case for the amount of ~~equity in a private placement transaction, consisting~~$1,000,000.

Table of ~~360,145 shares of DocGo common stock. The remaining $4,000,000 will be paid in cash. As a result of this transaction, the Company now owns 100% of FMC NA.~~

Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. The discussion and analysis below contain certain forward-looking statements about our business and operations that are subject to ~~the~~ risks, uncertainties, and other factors described in the sections entitled “Risk Factors,” included in Part I, Item 1A inof our Annual Report on Form 10-K for the year ended December 31, 2022, and as may be updated in this and other subsequent Quarterly Reports on Form 10-Q. These risks, uncertainties, and other factors could cause our actual results to differ materially from those expressed in, or implied by, the forward-looking statements. Please refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Unless the context requires otherwise, references to “DocGo,” “we,” “us,” “our” and the “Company” ~~in this section are~~refer to the business and operations of DocGo Inc. and its consolidated ~~subsidiaries, including those periods prior to the Business Combination.~~subsidiaries. Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease of presentation. Percentage figures included in this section have, in some cases, been calculated on the basis of such rounded figures. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in DocGo’s unaudited Condensed Consolidated Financial Statements or in the associated notes. Certain other amounts that appear in this section may similarly not sum due to rounding.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding, among other things, the plans, strategies, outcomes, and prospects, both business and financial, of the Company. These statements are based on the beliefs and assumptions of our management. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions, outcomes or expectations. Forward-looking statements are inherently subject to substantial risks, uncertainties and assumptions, many of which are beyond our control, and which may cause actual results to differ materially from those contained in our forward-looking statements. Accordingly, you should not place undue reliance on such statements. All statements other than statements of historical fact are forward-looking. Forward-looking statements include, but are not limited to, statements concerning possible or assumed future actions, business strategies, plans, goals, future events, future revenues or performance, financing needs, business trends, results of operations, objectives and intentions with respect to future operations, services and products, including our transition to non-COVID related services, geographic expansion, our normalization initiative, new and existing contracts, M&A activity, workforce growth, leadership transition, cash position, share repurchase program, impacts of financial institution instability or the prospect of a shutdown of the U.S. federal government, our competitive position and opportunities, including our ability to realize the benefits from our operating model, and others. In some cases, these statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “might,” “will,” “should,” “could,” “can,” “would,” “design,” “potential,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or the negative of these terms or similar expressions.

Forward-looking statements are not guarantees of performance and speak only as of the date the statements are made. While DocGo believes that these forward-looking statements are reasonable, there can be no assurance that DocGo will achieve or realize these plans, intentions, outcomes or expectations. You should understand that the following important factors, in addition to those discussed under the sections entitled “Risk Factors,” included in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2022, and as may be updated in this and other subsequent Quarterly Reports on Form 10-Q, could affect the future results and prospects of DocGo and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this Quarterly Report on Form 10-Q.

We undertake no intent or obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

Overview

~~Overview~~

DocGo, which was originally formed in 2015, is a healthcare transportation and mobile services company that uses proprietary dispatch and communication technology to help provide quality healthcare transportation and mobile, in-person medical treatment directly to patients in the comfort of their homes, workplaces and other non-traditional locations, in major metropolitan cities in the United States and the United Kingdom.

The Company derives revenue primarily from two operating segments: Mobile Health Services and Transportation Services.

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● Mobile Health Services: The services offered by this segment include services performed at home and offices, COVID-19 testing, and event services which include on-site healthcare support at sporting events and concerts. There is also an emphasis on providing total care management solutions to large population groups, which include healthcare services as well as other services, such as shelter.

● Transportation Services: The services offered by this segment encompass both emergency response and non-emergency transport services. Non-emergency transport services include ambulance transports and wheelchair transports. Net revenue from Transportation Services is derived from the transportation of patients based on billings to third-party payors and ~~Mobile Health Services.~~

healthcare facilities.

●

~~Transportation Services:~~ The services offered by this segment encompass both emergency response and non-emergency transport services. Non-emergency transport services include ambulance transports and wheelchair transports. Net revenue from Transportation Services is derived from the transportation of patients based on billings to third party payors and healthcare facilities.

●

~~Mobile Health Services:~~ The services offered by this segment include services performed at home and offices, COVID-19 testing, and event services which include on-site healthcare support at sporting events and concerts. There is also an emphasis on providing total care management solutions to large population groups, which include healthcare services as well as ancillary services, such as shelter.

In addition, beginning with the first quarter of 2023, the Company isbegan reporting in three operating segments, adding a Corporate segment to allow for analysis of shared services and personnel that support both the Transportation Services and Mobile Health Services segments. Previously, these costs had been allocated almost entirely to the Transportation Services segment. All of the Company’s revenues and costs of goods sold continue to be reported within the Transportation Services and Mobile Health Services segments. The Corporate segment contains operating expenses such as information technology costs, certain insurance costs and the compensation costs of senior and executive leadership. The segment reporting for the prior-year period has been adjusted to conform to the new methodology, for the purposes of allowing for a clearer analysis of year-over-year performance. See Note 11, “Business Segment Information” to the unaudited Condensed Consolidated Financial Statements for additional information regarding DocGo’s segments and “Operating Expenses” below.

For the three months ended ~~March 31,~~June 30, 2023, the Company recorded ~~a loss~~net income of ~~$3.9~~$1.3 million, compared to net income of ~~$9.4~~$11.8 million in the three months ended ~~March 31,~~June 30, 2022.

For the six months ended June 30, 2023, the Company recorded a net loss of $2.6 million, compared to net income of $21.1 million in the six months ended June 30, 2022.

COVID-19

~~COVID-19~~

The spread of COVID-19 and the related shutdowns and restrictions had a mixed impact on ~~our~~the Company’s business. In the ~~Transportation Services segment,~~ambulance transportation business, which predominantly comprises ~~primarily~~ of non-emergency medical ~~transport, in 2020,~~transportation, the Company initially saw a decline in volumes from historical and expected levels, as elective surgeries and other ~~non-emergency surgical~~ procedures were postponed. In ~~addition,~~some of the Company’s larger markets, such as New York and California, there were declines in ~~the Mobile Health segment, in 2020,~~trip volume. In addition, the Company experienced lost ~~revenue~~revenues associated with sporting, concerts and other events, as those events were cancelled or had a significantly restricted (or entirely eliminated) the number of permitted attendees. Ambulance transports and event-related revenues have both since recovered to pre-COVID levels or higher.

~~While COVID-19 testing has become a minor part of this segment’s business, since the second half of 2022, the Mobile Health segment has continued to grow. We have expanded our service offerings~~There were two areas in this segment to offer a wider range of testing, vaccination and other services to a broader customer group. During the first quarter of 2023, Mobile Health generated approximately $72.9 million in revenue, compared to $90.1 million in the first quarter of 2022.

As the COVID-19 pandemic reaches endemic stages, the future impacts of it or other pandemics on DocGo remain highly uncertain and subject to numerous factors, including the severity of any new outbreaks, resurgences and variants, actions taken to contain resurgences or variants or to address their impact, and other effects, and its related impact on medical transportation levels remain uncertain. However, trip volumes in most of our markets returned to more normal historical levels in 2021, and this trend continued throughout 2022. The Company generated, during 2021, COVID-19 testing revenue, included in its Mobile Health services segment, above the levels projected, and this persisted through the second quarter of 2022. However, as expected, COVID-19 testing revenues declined in the third quarter of 2022 and declined further in the fourth quarter of 2022 and the first quarter of 2023, to the point where, as of the date of the filing of this Quarterly Report on Form 10-Q, they account for an insignificant proportion of total revenues. Given the nature of the Company’s contracts with most of its customers, which include multiple procedures for which the Company ~~is paid per hours worked, per vehicles~~initially experienced positive business impacts from COVID-19. In April and related equipment utilized and on a per-procedure basis (such procedures including both testing and several other procedures), it is difficult to determine the revenues that are directly attributable to COVID-19 testing. However,May 2020, the Company ~~estimates that~~participated in an emergency project with Federal Emergency Management Agency (“FEMA”) in the New York City area. This engagement resulted in incremental transportation revenue. In addition, in response to the need for widespread COVID-19 testing, ~~revenue will continue to account for an insignificant proportion~~emergency medical technicians (“EMT”) and paramedics, the Company formed a new subsidiary, Rapid Reliable Testing, LLC (“RRT”), with the goal of ~~Mobile Health segment~~performing COVID-19 tests at nursing homes, municipal sites, businesses, schools and ~~overall consolidated revenues in 2023 and beyond, as COVID-19 enters the endemic phase. In a broader, strategic sense, the consumer focus on Mobile Health services and the formation of~~other venues. RRT ~~and its emergence as a significant contributor to overall revenues, have accelerated the diversification in the Company’s business by a more rapid expansion~~is part of the Mobile Health ~~segment, which has now become our larger operating segment, both in terms~~segment. As COVID-19 testing activity slowed to account for a minor portion of the Company’s revenues, RRT expanded its services beyond COVID-19 testing to a wide variety of tests, vaccinations and ~~personnel.~~

other procedures.

The Company’s current business plan assumes an increased demand for ~~Mobile Health~~mobile health services, a demand that was accelerated by the pandemic, but which ~~we believe~~ is also being driven by longer-term secular factors, such as the increasing desire on the part of patients to receive treatments outside of traditional settings, such as doctor’s offices and hospitals. In the Transportation Services segment, volumes are expected to continue to rise, reflecting an aging population in the U.S. and U.K., which tends to drive demand for the non-emergent medical transportation services provided by the Company.

Factors Affecting Our Results of Operations

Our operating results and financial performance are influenced by a variety of factors, including, among others, our ability to obtain or maintain operating licenses; the success of our acquisition strategy; conditions in the healthcare transportation and mobile health services markets; our competitive environment; overall macroeconomic and geopolitical conditions, including rising interest rates, the inflationary environment, the potential recessionary environment, regional conflict and tensions and financial institution ~~instability;~~instability and the prospect of a shutdown of the U.S. federal government; availability of healthcare professionals; changes in the cost of labor; and production schedules of our suppliers. Some of these important factors are briefly discussed below. Future revenue growth and improvement in operating results will be largely contingent

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on DocGo’s ability to penetrate new markets and further penetrate existing markets, which is subject to a number of uncertainties, many of which are beyond DocGo’s control.

Operating Licenses

DocGo has historically pursued a strategy of applying for ambulance operating licenses in the states, counties and cities, identified for future new market entry. The approval of a new operating license may take an extended period of time. DocGo ~~reduces~~aims to reduce this risk through its acquisition strategy by identifying businesses and/or underlying licenses in these new markets that may be for sale.

Acquisitions

~~Acquisitions~~

Historically, DocGo has pursued an acquisition strategy to obtain ambulance operating licenses from small ~~operators.~~operators or to obtain enhanced capabilities to offer Mobile Health services. Future acquisitions may also include larger companies that may help drive revenue, profitability, cash flow and stockholder value. During the ~~three~~six months ended ~~March 31,~~June 30, 2023, the Company completed ~~one acquisition,~~two acquisitions, for a purchase price of ~~$25.8~~$32.8 million.

DocGo did not complete any acquisitions during the ~~three~~six months ended ~~March 31,~~June 30, 2022.

Healthcare Services Market

The transportation services market is highly dependent on patients requiring transportation after surgeries and other medical procedures and treatments. During the initial stages of the pandemic, DocGo experienced a decrease in transportation volumes as a result of fewer elective surgeries. However, ~~these volumes were~~demand recovered in ~~2021since~~ 2021, and since the first half of 2022, the Company has seen increased demand and trip volumes in nearly all of its Transportation services markets, as the Company expanded its customer base.

Overall Economic Conditions in the Markets ~~in which we~~In Which We Operate

Economic changes both nationally and locally in our markets may impact our financial performance. Unfavorable changes in demographics, health care coverage of transportation and mobile health services, interest rates, ambulance manufacturing, a weakening of the national economy or of any regional or local economy in which we operate and other factors beyond our control could adversely affect our business.

Trip Volumes and Average Trip Price

A “trip” is defined as an instance where the Company completes the transportation of a patient to a specific destination, for which we are able to charge a fee. This metric does not include instances where a trip is ordered and subsequently either canceled (by the customer) or declined (by the Company). As trip volume represents the most basic unit of transportation service provided by the Company, the Company believes it is ~~the best~~a good measure of the level of demand for the Company’s Transportation Services and is used by management to monitor and manage the scale of the business.

The average trip price is calculated by dividing the aggregate revenue from completed transports (“trips”) by the total number of transports and is an important indicator of the effective rate at which the Company is being compensated for its provision of Transportation ~~services.~~

Services.

Revenues generated from programs under which DocGo is paid a fixed hourly or daily rate for the use of a fully staffed and equipped ambulance do not factor in the trip counts or average trip prices mentioned above. We ~~anticipate that~~expect these fixed rate, “leased hour” programs ~~will~~to account for an increasing proportion of the Transportation segment’s revenues in the future.

We pay close attention to the management of our working capital and operating expenses. Some of our most significant operating expenses are labor costs, medical supplies and vehicle-related costs, such as fuel, maintenance, repair and insurance. Insurance costs include premiums paid for coverage as well as reserves for estimated losses within the Company’s insurance policy deductibles. We employ our proprietary technology to drive improvements in productivity per ~~transport.~~transport and per shift. We regularly analyze our workforce productivity ~~with a goal of balancing~~to achieve the optimum, cost-efficient labor mix for our locations. This involves managing the mix of company-employed labor and subcontracted labor as well as full-time and part-time employees.

Our performance is dependent on the investments we make in research and development, including our ability to attract and retain highly skilled research and development personnel. We intend to ~~continually~~ develop and introduce innovative new software services, integrate with third-party products and services, mobile applications and other new offerings. If we fail to innovate and enhance our brand and our products, our market position and revenue will likely be adversely affected.

DocGo is subject to federal, state and local regulations, including healthcare and emergency medical services laws and regulations and tax laws and regulations. The Company’s current business plan assumes no material change in these laws and regulations. In the event that any such change occurs, compliance with new laws and regulations may significantly affect the Company’s operations and cost of doing business.

Our business consists of three reportable segments — ~~Transportation~~Mobile Health Services, ~~Mobile Health~~Transportation Services and Corporate. All revenue and cost of goods sold are contained within the ~~Transportation Services and~~ Mobile Health Services ~~segments.~~and Transportation Services. Accordingly, revenues and cost of goods sold are discussed below on a consolidated level and are also broken down between ~~Transportation~~Mobile Health Services and ~~Mobile Health~~Transportation Services. Operating expenses are discussed on a consolidated level and broken down among all three segments. The Company evaluates the performance of each of its segments based primarily on results of its operations. Accordingly, other income and expenses not included in results from operations are only included in the discussion of consolidated results of operations.

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

Cost of revenues consists primarily of revenue generating wages paid to employees, vehicle insurance costs (including insurance premiums and costs incurred under the insurance deductibles), maintenance, fuel, ~~related to Transportation Services,~~ laboratory fees, facility rent, medical supplies and subcontractors. We expect cost of revenue to continue to rise along with the expected increase in revenue.

General and administrative expense consists primarily of salaries, bad debt expense, insurance expense, consultant fees, and professional fees for accounting services. We expect our general and administrative expense to increase as we scale up headcount with the growth of our business, and as a result of operating as a public company, including our compliance with SEC rules and regulations, audit, additional insurance expenses, investor relations activities, and other administrative and professional services.

DocGo depreciates its assets using the straight-line method over the estimated useful lives of the respective assets. Amortization of intangibles consists of amortization of definite-lived intangible assets over their respective useful lives.

Legal and regulatory expenses include legal fees, consulting fees related to healthcare compliance, claims processing fees and legal settlements.

Technology and development ~~expenses,~~expense, net of capitalization, consists primarily of ~~costs~~cost incurred in the design and development of DocGo’s proprietary technology, third-party software and technologies. We expect technology and development ~~expenses~~expense to increase in future periods to support our growth, including ~~as we invest~~our intent to continue investing in the optimization, accuracy and reliability of our platform ~~to help~~and drive efficiency in our operations. These expenses may vary from period to period as a percentage of revenue, depending primarily upon when we may choose to make more significant investments, ~~which is in turn, dependent on numerous factors, including~~particularly when ~~we plan to enter into~~entering new business lines or customer sales channels.

Our sales ~~advertising~~ and marketing expenses consist of costs directly associated with our sales ~~advertising~~ and marketing activities, which primarily include sales commissions, marketing programs, trade shows, and promotional materials. We expect ~~that~~ our sales ~~advertising~~ and marketing expenses ~~will~~to continue to increase over time as we increase our marketing activities, grow our domestic and international operations, and continue to build brand awareness. As the Company expands its sales efforts to include the direct-to-consumer channel, marketing expenses are likely to increase as a percentage of revenues, given the marketing-intensive nature of that sales channel.

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

Comparison of the Three Months Ended ~~March 31,~~June 30, 2023 and ~~March 31,~~ 2022

For the three months ended ~~March 31,~~June 30, 2023, total revenues were ~~$113.0~~$125.5 million, ~~a decline of $4.9~~and increased by $16.0 million, or ~~4.2%~~15%, from ~~the total revenues recorded in~~ the three months ended ~~March 31,~~June 30, 2022.

For the three months ended ~~March 31,~~June 30, 2023, Mobile Health revenue totaled ~~$72.9~~$80.1 million, ~~a decline of $17.2~~and decreased by $7.3 million, or ~~19.1%~~8.2%, as compared with the three months ended ~~March 31,~~June 30, 2022. The decrease in revenues was due to a significant decline in COVID-19 related testing services and related revenues when compared to the prior year period. The Company estimates that revenues from mass COVID-19 testing programs amounted to approximately $1.0 million in the ~~first~~second quarter of 2023, compared to approximately ~~$38.0~~$28.0 million in ~~first~~second quarter of 2022. The decline in COVID-19 testing revenue was ~~partially~~

For the three months ended ~~March 31,~~June 30, 2023, Transportation Services revenue totaled ~~$40.1~~$45.4 million and increased by ~~$12.3~~$23.2 million, or ~~44%~~104.5%, as compared with the three months ended ~~March 31,~~June 30, 2022. ~~This~~The increase ~~was due to increases~~ in ~~both~~ transportation services revenue reflected higher trip volumes and ~~the~~ average ~~price per trip.~~trip prices. Volumes increased by approximately ~~21%~~32%, from ~~48,110~~47,673 trips for the three months ended ~~March 31,~~June 30, 2022, to ~~58,176~~62,907 trips for the three months ended ~~March 31,~~June 30, 2023. The increase in trip volumes iswas due to a combination of growth in the customer base in certain core markets, ~~further penetration of~~entry into new markets ~~that were entered into~~ in ~~2021 and the early part of~~ 2022 and acquisitions made during the second half of 2022. Our average trip price increased from ~~$353~~$360 in the three months ended ~~March 31,~~June 30, 2022, to ~~$415~~$390 in the three months ended ~~March 31,~~June 30, 2023. The increase in the average trip price in ~~the~~ 2023 ~~period reflects~~reflected a shift in mix toward higher-priced transports with existing customers, as well as the acquisition of licenses to provide higher acuity transports resulting in higher prices per trip. The average trip price also benefited from an 8.7% increase in the average Medicare reimbursement rate for ambulance transports.

For the three months ended ~~March 31,~~June 30, 2023, total cost of revenue (exclusive of depreciation and amortization) ~~was $81.2 million an increase of~~increased by ~~4.1%~~19%, as compared to the three months ended ~~March 31, 2022.~~June 30, 2022, while revenue increased by approximately 15%. Cost of revenue as a percentage of revenue increased to ~~71.9%~~66.6% in the ~~first quarter of~~three months ended June 30, 2023 from ~~66.2%~~64.1% in the ~~first quarter of~~three months ended June 30, 2022. For the remainder of 2023, we expect cost of revenues to account for a smaller percentage of revenue than in the first quarter, as the Company’s ongoing margin enhancement projects provide a larger impact. Areas of focus include subcontracted labor, overtime hours for field staff and vehicle costs, particularly in the area of rental vehicles.

In absolute dollar terms, total cost of revenue in the three months ended ~~March 31,~~June 30, 2023 increased by ~~$3.2~~$13.4 million, ~~from~~compared to the ~~levels of the three months ended March 31,~~same period in 2022. This was primarily attributable to ~~an $15.7~~a $10.5 million increase in total compensation, ~~reflecting~~due to higher headcount for both the Transportation Services and Mobile Health ~~segments;~~segments and higher average hourly wages; a ~~$0.6~~$6.7 million increase in ~~vehicle~~subcontracted labor costs, ~~reflecting~~primarily driven by new projects in both segments which required more personnel than the ~~expansion of the Company’s fleet over the past year;~~Company was able to initially provide through its existing staff; a $0.7 increase in medical and ~~$0.4~~related supplies; and a $1.1 million net increase in ~~increases across a variety of~~other cost of revenue categories. These ~~factors~~items were ~~largely~~partially offset by a $3.4 million decrease in lab fees related to COVID-19 testing activity, reflecting significantly reduced testing activity than in the prior-year period; a $1.9 million decline in ~~subcontracted labor,~~travel costs, as there were fewer field personnel and other clinicians who traveled out of their home regions to provide Mobile Health services; and a $0.3 decline in vehicle costs, as the Company more aggressively transitioned to internal employees toward the latter part of the first quarter; an $8.2 million decrease in medical supplies and a $3.4 million decline in lab fees, both reflecting the significant decline in COVID-19 testing activity in the first quarter of 2023 compared to the first quarter of 2022.

For the Mobile Health segment, cost of revenues (exclusive of depreciation and amortization) in the three months ended ~~March 31,~~June 30, 2023 amounted to ~~$52.7~~$52.1 million, ~~a decline of $3.8~~down slightly from $52.5 million ~~or 6.7% from~~in the three months ended ~~March 31,~~June 30, 2022. Cost of revenues as a percentage of revenues increased to ~~72.3%~~65.1% from 60.1% in the ~~first quarter of 2023 from 62.7% in the first quarter of 2022,~~prior year period, due to the ~~decline~~decrease in COVID-testing revenues and significantly higher compensation expenses, reflecting headcount ~~growth,~~growth; and increased subcontracted labor costs, which outweighed the impact of reduced lab fees and other medical supplies. In absolute dollar terms, subcontracted labor costs declined, but these costs were higher in the first quarter of 2023 as a percentage of Mobile Health revenues than in the first quarter of 2022.

For the Transportation Services segment, cost of revenues (exclusive of depreciation and amortization) in the three months ended ~~March 31,~~June 30, 2023 amounted to ~~$28.5~~$31.5 million, up ~~$7.0~~78% from $17.7 million ~~or 33%, from~~in the three months ended ~~March 31,~~June 30, 2022. Cost of revenues as a percentage of revenues ~~declined~~decreased to ~~71.1%~~69.3% from 79.8% in the ~~first~~prior year quarter, ~~of 2023, from 77.3% in the first quarter of 2022,~~ reflecting the impact of higher per-trip prices, increased number of standby contracts (for which we are paid a daily or hourly rate) and the overall increase in revenue, as well as a decline in the average fuel price.

For the three months ended ~~March 31,~~June 30, 2023, the Company recorded ~~$38.7~~$40.3 million of operating expenses ~~an increase of $8.9~~compared to $31.8 million ~~or 30%, compared to~~for the three months ended ~~March 31, 2022.~~June 30, 2022, an increase of 27%. As a percentage of revenue, operating expenses increased from ~~25.3%~~29.0% in the ~~first~~second quarter of 2022 to ~~34.3%~~32.1% in the ~~first~~second quarter of 2023. The increase of ~~$8.9~~$8.4 million related primarily to a ~~$6.9~~$5.6 million increase in total compensation due to investments in and expansion of corporate overhead to support revenue growth, ~~largely~~partially driven by higher stock compensation expense; a ~~$1.4~~$1.8 million increase in depreciation and amortization due to an increase in assets to support revenue growth, capitalized software amortization and assets that were added as part of acquisitions that the Company completed in the second half of ~~2022;~~2022 and the first quarter of 2023; a $2.3 million increase in legal, accounting, regulatory and other professional fees related to increased revenue and related contract generation, audit fees, Sarbanes-Oxley (SOX) compliance consulting fees and SEC filing-related costs; a $1.2$1.7 million increase in insurance costs, reflecting higher headcount and expanded operations; a ~~$1.0~~$1.5 million increase in IT infrastructure, driven by the Company’s business and headcount expansion and acquisitions; and a ~~$0.8~~$0.9 million increase in rent and utilities, relating to the Company’s ongoing geographic expansion. These increased expenses were partially offset by a ~~$3.0~~$2.4 million decline in ~~bad debt expense, as allowances for doubtful accounts were adjusted to better reflect the aging and collection history of the Company’s accounts receivable;~~professional fees; a ~~$0.5~~$0.4 million decline in ~~commissions,~~subcontracted labor; and $0.3

For the Mobile Health segment, operating expenses in the three months ended ~~March 31,~~June 30, 2023 were ~~$7.2~~$9.9 million, ~~compared to operating expenses of $10.2~~up from $4.6 million in the three months ended ~~March 31,~~June 30, 2022. Operating expenses as a percentage of ~~Mobile Health~~ revenues ~~decreased~~increased to ~~9.8% from 11.3%~~12.3% in the ~~first~~second quarter of ~~2022. The decrease~~2023, from 5.3% in ~~operating expenses was a result~~the second quarter of ~~a reduction~~2022, reflecting significant expenditures that have been made in ~~non-field headcount~~recent quarters in the expansion of services and geographic areas of operation, as well as the continued buildout of the Mobile Health ~~segment, driven in part by~~management infrastructure and the ~~movement~~costs of ~~Mobile Health management personnel into centralized corporate functional areas.~~

For the Transportation Services segment, operating expenses in the three months ended ~~March 31,~~June 30, 2023 were ~~$10.5~~$14.6 million, ~~up $1.72.0~~compared to $9.9 million ~~or 18.8%, from~~in the three months ended ~~March 31,~~June 30, 2022. Operating expenses as a percentage of revenues decreased to ~~26.1%~~32.1% for the three months ended June 30, 2023 from ~~31.9%~~44.5% in the ~~prior year period,~~three months ended June 30, 2022, reflecting the increased revenues in the current year period.

For the Corporate segment, which represents primarily shared services that are not contained within the entities which comprise either the Mobile Health Services or Transportation Services segments, operating expenses in the three months ended ~~March 31,~~June 30, 2023 were ~~$21.12~~$15.9 million, compared to ~~$10.8~~$17.4 million in the three months ended ~~March 31,~~June 30, 2022. Corporate expenses amounted to approximately 12.6% of total consolidated revenues in the second quarter of 2023, compared to 15.9% in the second quarter of 2022.

For the ~~three~~six months ended ~~March 31,~~June 30, 2023, the Company recorded ~~$809,172~~$1.3 million of net interest income compared to ~~$135,606~~$37,330 million of net interest expense in the ~~three~~six months ended ~~March 31,~~June 30, 2022. This was due to a significantly higher amount of interest earned in the ~~three~~six months ended ~~March 31,~~June 30, 2023, due to ~~an increase in the Company’s cash balances in income-bearing accounts, coupled with~~ higher rates of interest earned on balances in ~~these~~the Company's interest-bearing accounts, which reflected significantly higher market interest rates.

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, there were no gains or losses recorded relating to remeasurement of warrant liabilities, as all warrants were redeemed during the third quarter of 2022. During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company recorded a ~~loss~~gain of ~~$58,749~~approximately $3.0 million from the remeasurement of warrant liabilities. The warrants were marked-to-market in each reporting period, and this ~~loss~~gain reflected the decrease in DocGo’s stock price relative to the beginning of ~~the first quarter of~~ 2022.

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, the Company recorded a loss of $205,859 on equity method investments, ~~of $115,286, which represented~~representing its share of the losses incurred by an entity in which the Company ~~had~~has a minority ~~interest, which was accounted for under the equity method.~~interest. During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company recorded a ~~loss~~gain of $6,469 on equity method investments, representing its share of ~~$83,341 related~~the losses incurred by an entity in which the Company has a minority interest.

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, the Company recorded a loss of $153,469 on the disposal of fixed ~~assets of $54,839. No such~~assets. During the six months ended June 30, 2022, no gain or loss was recorded ~~during~~on the ~~three~~disposal of fixed assets.

For the ~~three~~six months ended ~~March 31,~~June 30, 2023, the Company had a net ~~loss~~income attributable to noncontrolling interest of approximately ~~$0.5~~$2.9 million, compared to a net loss attributable to noncontrolling interest of ~~$1.3~~$2.2 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022. The ~~decreased~~income compared to the prior year period loss reflected improved performance in ~~most of~~ the Company’s joint venture ~~ongoing investments in new~~ markets in the three months ended ~~March 31,~~June 30, 2023.

Since inception, DocGo has completed three equity financing transactions as its principal source of liquidity. Generally, the Company has utilized equity raised to finance operations, investments in assets, ambulance operating licenses and to fund accounts receivable. The Company has also funded these activities through operating cash flows. In November 2021, upon the completion of the merger between Motion Acquisition Corp. ("Motion") and Ambulnz, Inc. ("Ambulnz"), the Company received proceeds of approximately $158.1 million, net of transaction expenses. However, even when the Company generates positive net income, operating cash flows are not always sufficient to meet immediate obligations arising from current operations. For example, as the business has grown, the Company’s expenditures for human capital and supplies has expanded accordingly, and the timing of the payments for payroll and to associated vendors, compared to the timing of receipts of cash from customers, frequently results in the need to use existing cash balances to fund these working capital needs. The Company’s working capital needs depend on many factors, including the overall growth of the Company and the various payment terms that are negotiated with customers and vendors. Future capital requirements depend on many factors, including potential acquisitions, DocGo’s level of investment in technology and ongoing technology development, and rate of growth in existing markets and into new markets. Capital requirements may also be affected by factors outside of the Company’s control, such as interest rates, rising inflation, financial institution instability or failure and other monetary and fiscal policy changes to the manner in which the Company currently operates. ~~Additionally, as the impact of the COVID-19 on the economy and on the Company’s market environment and operations evolves, the Company routinely assesses its liquidity needs.~~ If the Company’s growth rate is higher than is currently anticipated, resulting in greater-than-anticipated capital requirements, the Company might need to, or choose to, raise additional capital through debt or equity financings.

On November 1, 2022, the Company entered into a revolving loan and security agreement with two banks, with one bank acting as the administrative agent (the “Lenders”), with an initial maximum commitment amount of $90,000,000. The revolving facility includes the ability for the Company to request an increase to the commitment by an additional amount of up to $50,000,000, though no Lender (nor the Lenders collectively) are obligated to increase their respective commitments. Borrowings under the revolving facility bear interest at a per annum rate equal to (i) at the Company’s option, the (x) the base rate or (y) the adjusted term SOFR rate, plus (ii) the applicable margin. The applicable margins are based on the Company’s consolidated net leverage ratio, adjusted on a quarterly basis. The initial applicable margins are 1.25% for an adjusted term SOFR loan and 0.25% for a base rate loan and will be updated based on the Company’s consolidated net leverage ratio. The revolving facility matures on November 1, 2027. The revolving facility is secured by a first-priority lien on substantially all of the Company’s present and future personal assets and intangible assets. The revolving facility is subject to certain financial covenants, such as a net leverage ratio and interest coverage ratio, as defined in the agreement. As of the date of the filing of this Quarterly Report on Form 10-Q, the Company has not made any draws under the facility and there are no amounts outstanding.

Considering the foregoing, DocGo anticipates that existing balances of cash and cash equivalents, future expected cash flows generated from our operations and anthe available line of credit (as discussed in Note 9, “Line of Credit” to the unaudited Condensed Consolidated Financial Statements) will be sufficient to satisfy operating requirements for at least the next twelve months.

~~Comparison~~Working Capital as of ~~March 31,~~June 30, 2023 and ~~March 31,~~June 30, 2022

As of ~~March 31,~~June 30, 2023, available cash totaled ~~$120.1~~$109.2 million, which represented a decrease of ~~$68.3~~$89.0 million as compared to ~~March 31,~~June 30, 2022, as acquisitions made during the second half of 2022 and in the first ~~quarter~~half of 2023 outweighed cash flow from operations. As of ~~March 31,~~June 30, 2023, working capital amounted to ~~$149.4~~$142.6 million, which represented a decrease of ~~$57.8~~$75.2 million as compared to ~~March 31,~~June 30, 2022, primarily reflecting the ~~reduced~~decreased cash balance. Increased accounts receivable in the ~~three~~six months ended ~~March 31,~~June 30, 2023, which reflected the growth of the business and a shift towards higher credit quality customers, who have longer payment terms, were outweighed by the increase in current liabilities in the first ~~quarter~~half of 2023, which reflected the growth of the business and amounts due to the seller and contingent consideration resulting from acquisitions.

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, operating activities used ~~$23.1~~$12.4 million of cash, ~~driven by~~due in part to a net loss of ~~$3.9~~$2.6 million. Non-cash charges amounted to ~~$9.4~~$19.4 million and included ~~$2.3~~$4.7 million in depreciation of property and equipment and right-of-use assets, ~~$1.4~~$2.8 million from amortization of intangible assets, ~~$8.5~~$1.0 million in bad debt expense primarily related to a provision for potential uncollectible accounts receivable, $11.8 million of stock compensation expense, ~~and~~ a ~~$0.1~~$0.2 million loss on the disposal of assets and a loss of $0.2 million from an investment that is accounted for under the equity ~~investment.~~method. These were partially offset by a ~~$1.9~~non-cash gain of $1.3 million ~~reduction in bad debt expense related to an adjustment in the provision for potential uncollectible accounts receivable, and a $1.0 gain~~ from a deferred tax asset. Changes in assets and liabilities resulted in approximately ~~$28.6~~$29.2 million in negative operating cash flow, as a ~~$24.7~~$15.4 million increase in accounts receivable, driven by an increased amount of business with municipalities, who tend to have longer payment cycles; a ~~$2.6~~$14.9 million decrease in accounts payable, ~~a $1.5 million decrease in accrued liabilities~~ and a $0.2 million ~~increase~~decrease in prepaid expenses outweighed a ~~$0.3~~$1.2 million ~~reduction~~increase in ~~other assets.~~

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, operating activities provided ~~$18.2~~$30.2 million of cash, aided by net income of ~~$9.4~~$21.1 million. Non-cash charges amounted to ~~$4.8~~$5.1 million and included ~~$1.6~~$3.0 million in depreciation of property and equipment and right-of-use assets, ~~$0.6~~$1.3 million from amortization of intangible assets, ~~$1.2~~$1.8 million in bad debt expense primarily related to a provision for potential uncollectible accounts receivable and ~~$1.4~~$3.4 million of stock compensation expense. These were partially offset by non-cash gains of $1.4 million relating to the remeasurement of finance lease liabilities and $3.0 million from the remeasurement of warrant liabilities. Changes in assets and liabilities resulted in approximately ~~$4.1~~$3.9 million in additional operating cash flow, as a ~~$1.1~~$4.3 million decrease in accounts receivable, a ~~$2.2~~$2.1 million decrease in other assets and a ~~$3.1~~$3.6 million increase in accrued liabilities outweighed the effect of a ~~$1.5~~$3.2 million increase in prepaid expenses and a ~~$0.7~~$2.9 million decline in accounts payable. Operating cash flow in the first ~~quarter~~half of 2022 was aided by collections of large accounts receivable from invoices generated in the fourth quarter of 2021.

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, investing activities used ~~$1.7~~$25.4 million of cash and consisted of the acquisition of property and equipment totaling approximately $3.6 million, the acquisition of intangibles in the amount of $1.9 million and $20.2 million from the acquisition of businesses, partially offset by $0.3 in cash from the disposal of property and equipment.

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, financing ~~activities~~ used ~~$12.0~~$3.2 million of cash, primarily due to a ~~reduction of $11.5~~$2.6 million decrease in amounts due to seller, ~~as deferred~~relating to payments made for acquisitions that were ~~made under~~completed in the ~~terms~~second half of ~~previously-closed acquisitions, $0.8~~2022 and early 2023; $1.5 million in payments on obligations under the terms of finance leases, and ~~$0.1~~$0.2 million in repayments of notes payable. These ~~items~~ were partially offset by ~~$0.4~~$1.1 million in proceeds from the exercise of stock options.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, financing activities provided ~~$2.5~~$1.1 million of cash, due to $1.0 million in proceeds from one of the Company’s subsidiary’s revolving credit line, $2.1 million in ~~noncontrolling~~non-controlling interest contributions and ~~$0.4~~$0.7 million in proceeds from the exercise of stock options, which were partly offset by ~~$0.6~~$1.4 million in payments on obligations under the terms of finance leases, ~~$0.1~~$0.3 million in repayments of notes payable, a reduction of ~~$0.2~~$0.9 million in amounts due to seller and $0.1 million ofin equity ~~cost.~~

Future minimum annual maturities of notes payable as of ~~March 31,~~the six months ended June 30, 2023 ~~were~~are as ~~follows:~~

The Company’s unaudited Condensed Consolidated Financial Statements are presented in conformity with accounting principles generally accepted in the United States of America ~~(“U~~ (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). 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”) in the unaudited Condensed Consolidated Financial Statements represent the portion of consolidated joint ventures and a variable interest entity (“VIE”) in which the Company does not have direct equity ownership. Accounts and transactions between consolidated entities have been eliminated.

The Company’s 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~~Mobile Medical Healthcare P.C. (“MD1”, formerly known as "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 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.

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

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 on the basis of 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.

Goodwill represents the excess of the total purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. Goodwill is not amortized but is tested for impairment at the reporting unit level annually on December 31 or more frequently if events or changes in circumstances indicate that it is more likely than not to be impaired. These events include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in our market capitalization, as indicated by our publicly quoted share price, below our net book value.

On February 3, 2023, Ambulnz Health, LLC (“Health”), commenced an assignment for the benefit of creditors (“ABC”) pursuant to California law. An ABC is a liquidation process governed by state law (California law in this instance) that is an alternative to a bankruptcy case under federal law. Prior to commencing the ABC, Health ceased business operations and all of its employees were terminated and treated in accordance with California law. In the ABC, all of Health’s assets were transferred to an assignee (the “Assignee”) who acts as a fiduciary for creditors and in a capacity equivalent to that of a bankruptcy trustee. The Assignee is responsible for liquidating the assets. Similar to a bankruptcy case, there is a claims process. Creditors of Health will receive notice of the ABC and a proof of claim form and are required to submit a proof of claim in order to participate in distribution of net liquidation proceeds by the Assignee.

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

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

The Company generates revenues from the provision of (1) 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 payor.

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 its 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.

Please see Note 2, “Summary of Significant Accounting Policies” to the unaudited Condensed Consolidated Financial Statements.

Cash equivalents that are subject to interest rate volatility represent our principal market risk. We do not expect cash flows to be affected to any significant degree by a sudden change in market interest rates as our notes payable bear fixed interest rates. We do not enter into investments for trading or speculative purposes. Additionally, the Company has not made any draws under the facility and as of ~~March 31,~~June 30, 2023, there is no amount outstanding.

We operate our business primarily within the United States and currently execute majority of our transactions in U.S. dollars. The foreign exchange gain amounted to ~~$243,658~~$649,436 to the Company in the ~~first~~second quarter of 2023, ~~($5,863~~compared to $4,571 in the ~~first~~second quarter of ~~2022).~~2022. We have not utilized hedging strategies with respect to such foreign exchange exposure. This limited foreign currency translation risk is not expected to have a material impact on our consolidated financial statements.

Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable. Although we deposit our cash with multiple financial institutions in the U.S. and in foreign countries, our deposits, at times, may exceed federally insured limits.

~~One~~The Company had one customer that accounted for approximately ~~46%~~36% of sales and ~~62%~~36% of net accounts receivable for the three months ended ~~March 31, 2023.~~

~~One~~June 30, 2023 and one customer accounted for approximately ~~34%~~41% of sales and ~~22%~~36% of net accounts receivable, for the six months ended June 30, 2023.

Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the ~~Securities~~ Exchange Act ~~of 1934, as amended, (the “Exchange Act”))~~ are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in ~~Securities and Exchange Commission’s~~SEC rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended ~~March 31,~~June 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

From time to time, in the ordinary course of business and like others in our industry, we receive requests for information from government agencies in connection with their regulatory or investigational authority. These requests can include subpoenas or demand letters for documents to assist the government in audits or investigations. We review such requests and notices and take what we believe to be appropriate action. We have been subject to certain requests for information and investigations in the past and could be subject to such requests for information and investigations in the future.

Factors that could materially and adversely affect our business, financial condition and/or results of operations are described in the Annual Report on Form 10-K for the year ended December 31, 2022. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business, financial condition and/or results of operations. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our most recent Annual Report on Form 10-K.

On ~~March 31,~~April 5, 2023 ~~Holdings acquired 51% of~~, the Company purchased the ~~outstanding shares of common stock of Cardiac RMS,~~remaining interest in Ambulnz-FMC North America, LLC (“~~CRMS”~~FMC NA”) ~~in exchange~~ for ~~$10,000,000 closing consideration, consisting of $9,000,000 in cash and $1,000,000~~$7,000,000. In connection with the transaction, the Company issued $3,000,000 worth ~~of shares~~ of DocGo common stock, ~~issued~~being 360,145 shares, in a private placement transaction. ~~A further probable consideration of $15,822,190 is to~~The remaining $4,000,000 will be paid ~~out over 36 months for~~in cash. As a result of this transaction, the ~~remaining 49% equity~~Company now owns 100% of ~~CRMS, based on CRMS’ attainment of full-year EBITDA targets. CRMS provides cardiac implantable electronic device (“CIED”) remote monitoring and virtual care management services.~~

The foregoing transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering. Under the terms of the agreement, the Company issued and sold the shares of DocGo common stock in a private placement to ~~four~~one accredited ~~investors,~~investor, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company relied on this exemption from registration based in part as ~~each~~the accredited investor was aware of the terms of the transaction, the securities issued contained restrictive legends regarding resale and transfer, and the transaction was not publicly solicited or advertised.

On May 24, 2022, the Company was authorized to purchase up to $40 million of the Company’s common stock under a share repurchase program (the “Program”). During the second and fourth quarter of 2022, the Company repurchased 536,839 shares of its common stock for $3,731,712. These shares were subsequently cancelled. There were no shares repurchased during the first ~~quarter~~six months of 2023. The Program does not oblige the Company to acquire any specific number of shares and will expire on November 24, 2023. Under the Program, shares may be repurchased using a variety of methods, including privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as part of accelerated share repurchases, block trades and other methods. The timing, manner, price and amount of any common stock repurchases under the Program are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions.


Delaware		85-2515483
(State or Other Jurisdiction of	~~(I.R.S. Employer~~
Incorporation or Organization)	(I.R.S. Employer Identification Number)

35 West 35th Street, Floor 6
New York, New York	10001
(Address of Principal Executive Offices)		(Zip Code)


	Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Result of Operations		3335
Item 3. Quantitative and Qualitative Disclosures About Market Risk		4751
Item 4. Controls and Procedures		4752

PART II - OTHER INFORMATION

Item 1. Legal Proceedings		48 53
Item 1A. Risk Factors		4853
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		4853
Item 3. Defaults Upon Senior Securities		48 53
Item 4. Mine Safety Disclosures		4853
Item 5. Other Information		4854
Item 6. Exhibits		4954
Signatures		5055


Unaudited Condensed Consolidated Balance Sheets as of ~~March 31, 2023~~June 30 , 202 3 (Unaudited) and December 31, ~~2022~~20 2 2						2

Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the Three and Six Months Ended ~~March 31, 2023~~June 30, 202 3 and ~~2022~~20 2 2						3

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended ~~March 31, 2023~~June 30, 202 3 and ~~2022~~202 2						4

Unaudited Condensed Consolidated Statements of Cash Flows for the ~~Three~~Six Months Ended ~~March 31, 2023~~June 30, 202 3 and ~~2022~~202 2						~~5-6~~5-6

Notes to Unaudited Condensed Consolidated Financial Statements						~~7-34~~7-34

											Accumulated
	Common Stock				Additional Paid-in-			Accumulated			Other Comprehensive			Noncontrolling			Total Stockholders’
	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	)
UK Ltd. Restricted Stock (Note 4)		146,853		-		-			-			-			-			-
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		100,475,958	$	10,208	$	284,938,732		$	(52,927,020	)	$	(38,364	)	$	8,280,753		$	240,264,309

										Accumulated
	Common Stock				Additional Paid-in-		Accumulated			Other Comprehensive		Noncontrolling			Total Stockholders’
	Shares		Amount		Capital		Deficit			Income		Interests			Equity
Balance - December 31, 2022		102,411,162	$	10,241	$	301,451,435	$	(28,972,216	)	$	741,206	$	5,696,725		$	278,927,391
Equity cost		-		-		-		-			-		-			-
Noncontrolling interest contribution		-		-		-		-			-		-			-
Common stock repurchased		-		-		-		-			-		-			-
Exercise of stock options		96,101		10		249,705		-			-		-			249,715
UK Ltd. Restricted Stock (Note 4)		-		-		167,175		-			-		-			167,175
Stock based compensation, including 45,704 vested RSUs		424,911		42		8,181,549		-			-		-			8,181,591
Ambulnz Health liquidation		-		-		-		70,284								70,284
Net loss attributable to noncontrolling interests		-		-		-		-			-		(453,120	)		(453,120	)
Foreign currency translation		-		-		-		-			243,658		-			243,658
Net loss attributable to stockholders of DocGo Inc. and Subsidiaries		-		-		-		(3,465,670	)		-		-			(3,465,670	)
Balance - March 31, 2023		102,932,174	$	10,293	$	310,049,864	$	(32,367,602	)	$	984,864	$	5,243,605		$	283,921,024

	March 31,			December 31,
	2023			2022
	Unaudited			Audited
ASSETS

Current assets:
Cash and cash equivalents	$	120,056,897		$	157,335,323
Accounts receivable, net of allowance of $3,780,545 and $7,818,702 as of March 31, 2023 and December 31, 2022, respectively		131,599,567			102,995,397
Assets held for sale		-			4,480,344
Prepaid expenses and other current assets		6,737,378			6,269,841
Total current assets		258,393,842			271,080,905

Property and equipment, net		21,729,460			21,258,175
Intangibles, net		38,939,054			22,969,246
Goodwill		47,668,654			38,900,413
Restricted cash		7,461,821			6,773,751
Operating lease right-of-use assets		9,375,132			9,074,277
Finance lease right-of-use assets		9,170,429			9,039,663
Equity method investment		482,691			597,977
Deferred tax assets		10,973,522			9,957,967
Other assets		3,350,571			3,625,254
Total assets	$	407,545,176		$	393,277,628

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	19,028,065		$	21,582,866
Accrued liabilities		30,544,082			31,573,031
Notes payable, current		649,808			664,913
Due to seller		27,198,044			26,244,133
Contingent consideration		26,428,272			10,555,540
Operating lease liability, current		2,353,383			2,325,024
Liabilities held for sale		-			4,480,344
Finance lease liability, current		2,773,029			2,732,639
Total current liabilities		108,974,683			100,158,490

Notes payable, non-current		1,272,415			1,236,601
Operating lease liability, non-current		7,315,226			7,040,982
Finance lease liability, non-current		6,061,828			5,914,164
Total liabilities		123,624,152			114,350,237

Common stock ($0.0001 par value; 500,000,000 shares authorized as of March 31, 2023 and December 31,2022; 102,932,174 and 102,411,162 shares issued and outstanding as of March 31, 2023 and December 31,2022, respectively)		10,293			10,241
Additional paid-in-capital		310,049,864			301,451,435
Accumulated deficit		(32,367,602	)		(28,972,216	)
Accumulated other comprehensive gain		984,864			741,206
Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries		278,677,419			273,230,666
Noncontrolling interests		5,243,605			5,696,725
Total stockholders’ equity		283,921,024			278,927,391
Total liabilities and stockholders’ equity	$	407,545,176		$	393,277,628

	Three Months Ended March 31,
	2023			2022

Revenue, net	$	113,002,703		$	117,891,552
Expenses:
Cost of revenues (exclusive of depreciation and amortization, which is shown separately below)		81,226,498			77,987,573
Operating expenses:
General and administrative		29,220,317			23,860,616
Depreciation and amortization		3,649,329			2,201,021
Legal and regulatory		3,638,321			1,347,983
Technology and development		1,863,579			1,141,833
Sales, advertising and marketing		307,246			1,257,961
Total expenses		119,905,290			107,796,987
(Loss) Income from operations		(6,902,587	)		10,094,565

Other income (expenses):
Interest income (expense), net		809,172			(135,606	)
Loss on remeasurement of warrant liabilities		-			(58,749	)
Loss on equity method investments		(115,286	)		(83,341	)
Loss on disposal of fixed assets		(54,839	)		-
Other income (expenses)		214,880			(4,253	)
Total other income (expenses)		853,927			(281,949	)

Net (loss) income before income tax benefit (expense)		(6,048,660	)		9,812,616
Income tax benefit (provision)		2,129,870			(440,179	)
Net (loss) income		(3,918,790	)		9,372,437
Net (loss) income attributable to noncontrolling interests		(453,120	)		(1,257,257	)
Net (loss) income attributable to stockholders of DocGo Inc. and Subsidiaries		(3,465,670	)		10,629,694
Other comprehensive (loss) income
Foreign currency translation adjustment		243,658			(5,863	)
Total comprehensive (loss) income	$	(3,222,012	)	$	10,623,831

Net (loss) income per share attributable to DocGo Inc. and Subsidiaries - Basic	$	(0.03	)	$	0.11
Weighted-average shares outstanding - Basic		102,579,291			100,177,082

Net (loss) income per share attributable to DocGo Inc. and Subsidiaries - Diluted	$	(0.03	)	$	0.09
Weighted-average shares outstanding - Diluted		102,579,291			115,652,049


	Common Stock			Additional Paid-in- Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Stockholders’ Equity
	Shares	Amount
Balance - December 31, 2021	100,133,953	$	10,013	$	283,161,216	$	(63,556,714)	$	(32,501)	$	7,475,010	$	227,057,024
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)
UK Ltd. restricted stock (Note 4)		—		—		—		—		—		—
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 (Note 4)	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

	Three Months Ended March 31,
Revenue Breakdown	2023		2022
Primary Geographical Markets
United States	$	98,909,521	$	115,053,431
United Kingdom		14,093,182		2,838,121
Total revenue	$	113,002,703	$	117,891,552

Major Segments/Service Lines
Transportation Services	$	40,055,946	$	27,812,510
Mobile Health		72,946,757		90,079,042
Total revenue	$	113,002,703	$	117,891,552

	For the Three Months Ended March 31,
	2023			2022
Net (loss) income attributable to stockholders of DocGo Inc. and Subsidiaries:		(3,465,670	)		10,629,694
Weighted-average shares – basic		102,579,291			100,177,082
Effect of dilutive options		1,236,473			14,569,654
Weighted-average shares – dilutive		102,579,291			115,652,049
Net (loss) income share - basic		(0.03	)		0.11
Net (loss) income share - diluted		(0.03	)		0.09
Anti-dilutive employee share-based awards excluded		9,337,239			-

	March 31, 2023			December 31, 2022

Transportation equipment	$	21,907,460		$	20,773,862
Medical equipment		5,835,273			5,177,520
Office equipment and furniture		2,860,756			2,686,065
Leasehold improvements		606,338			579,658
Buildings		527,283			527,283
Land		37,800			37,800
	$	31,774,910		$	29,782,188
Less: Accumulated depreciation		(10,045,450	)		(8,524,013	)
Property and equipment, net	$	21,729,460		$	21,258,175

	Carrying Value
Balance as of December 31, 2022	$	38,900,413
Goodwill acquired during the period		8,642,190
CTA		126,051
Balance as of March 31, 2023	$	47,668,654

	March 31, 2023
	Estimated Useful Life (Years)	Gross Carrying Amount		Additions		Accumulated Amortization			Net Carrying Amount
Patents	15 years	$	62,823	$	17,390	$	(11,454	)	$	68,759
Computer software	5 years		247,828		-		(229,313	)		18,515
Operating licenses	Indefinite		8,799,004		600,000		-			9,399,004
Internally developed software	4-5 years		8,284,058		740,298		(7,376,506	)		1,647,850
Material contracts	Indefinite		62,550		-		-			62,550
Customer relationship	8-9 years		12,397,954		15,872,732		(947,737	)		27,322,949
Trademark	8 years		326,646		6,669		(13,888	)		319,427
Non-compete agreements	5 years		-		100,000		-			100,000
		$	30,180,863	$	17,337,089	$	(8,578,898	)	$	38,939,054

	Amortization Expense
2023	$	3,149,231
2024		3,796,183
2025		3,621,413
2026		3,240,049
2027		3,239,331
Thereafter		12,431,293
Total	$	29,477,500


	Amortization Expense
2023, remaining	$	1,958,683
2024	3,865,944
2025	3,816,044
2026	3,247,559
2027	3,246,843
Thereafter	12,453,641
Total	$	28,588,714

	March 31, 2023		December 31, 2022
Accrued subcontractors	$	8,889,201	$	8,101,150
Accrued general expenses		7,080,279		11,436,462
Accrued workers compensation and insurance liabilities		6,564,201		3,766,469
Accrued payroll		3,688,168		4,245,838
Accrued bonus		1,312,368		1,500,717
Other current liabilities		1,014,005		706,528
Accrued lab fees		706,351		584,203
Accrued legal fees		629,694		344,417
Accrued fuel and maintenance		555,528		253,243
Credit card payable		84,623		78,838
FICA/Medicare liability		19,664		555,166
Total accrued liabilities	$	30,544,082	$	31,573,031

	Notes Payable
2023, remaining	$	425,309
2024		478,492
2025		463,573
2026		384,627
2027		160,977
Thereafter		9,245
Total maturities	$	1,922,223
Current portion of notes payable		(649,808	)
Long-term portion of notes payable	$	1,272,415

	Options Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Balance as of, December 31, 2022		11,571,308		$	7.11		9.05	$	39,389,063
Granted/ Vested during the year		-			-		-		-
Exercised during the year		(96,101	)		2.60		-		-
Cancelled during the year		(267,539	)		7.74		-		-
Balance as of March 31, 2023		11,207,668			7.15		8.73	$	45,428,463
Options vested and exercisable at March 31, 2023		3,153,550		$	6.12		7.84	$	9,827,324

	RSUs			Weighted- Average Grant Date Fair Value Per RSU

Balance as of December 31, 2022		305,587		$	8.35
Granted		-			-
Vested during the year		(80,008	)		7.71
Balance as of March 31, 2023		225,579			8.58
Vested and unissued as of March 31, 2023		136,250			7.71
Non-vested as of March 31, 2023		225,579			8.58

Components of total lease cost:	March 31, 2023		March 31, 2022

Operating lease expense	$	756,245	$	462,625
Short-term lease expense		336,318		255,096
Total lease cost	$	1,092,563	$	717,721

	March 31, 2023		December 31, 2022
Assets
Lease right-of-use assets	$	9,375,132	$	9,074,277
Total lease assets	$	9,375,132	$	9,074,277

Liabilities
Current liabilities:
Lease liability - current portion	$	2,353,383	$	2,325,024
Noncurrent liabilities:
Lease liability, net of current portion		7,315,226		7,040,982
Total lease liability	$	9,668,609	$	9,366,006

	Operating Leases
2023, remaining	$	2,170,565
2024		2,601,033
2025		2,592,944
2026		1,901,778
2027 and thereafter		1,692,393
Total future minimum lease payments		10,958,713
Less effects of discounting	$	(1,290,104	)
Present value of future minimum lease payments	$	9,668,609

	Finance Leases
2023, remaining		2,483,279
2024		2,678,787
2025		2,399,085
2026		1,617,995
2027 and thereafter		613,905
Total future minimum lease payments		9,793,051
Less effects of discounting		(958,194	)
Present value of future minimum lease payments	$	8,834,857

	Three Months Ended March 31
Other income (expenses):	2023			2022
Interest income (expense), net		809,172			(135,606	)
Loss on remeasurement of warrant liabilities		-			(58,749	)
Loss on equity method investments		(115,286	)		(83,341	)
Loss on disposal of fixed assets		(54,839	)		-
Other income (expenses)		214,880			(4,253	)
Total other income (expenses)	$	853,927		$	(281,949	)

	Three Months Ended March 31,						Change			Change
$ in Millions	2023			2022			$			%

Revenue, net	$	113.0		$	117.9		$	(4.9	)		(4	%)

Cost of revenues		81.2			78.0			3.2			4	%
Operating expenses:
General and administrative		29.2			23.9			5.3			22	%
Depreciation and amortization		3.6			2.2			1.4			64	%
Legal and regulatory		3.6			1.3			2.3			177	%
Technology and development		1.9			1.1			0.8			73	%
Sales, advertising and marketing		0.3			1.3			(1.0	)		(77	%)
Total expenses		119.8			107.8			12.0			11	%
(Loss) Income from operations		(6.8	)		10.1

Other income (expenses):
Interest income (expense), net		0.8			(0.1	)		0.9			900	%
Loss on remeasurement of warrant liabilities		-			(0.1	)		0.1
Loss on equity method investments		(0.1	)		(0.1	)		-
Loss on disposal of fixed assets		(0.1	)		-			(0.1	)
Other income		0.2			-			0.2
Total other income (expenses)		0.8			(0.3	)		1.1			367	%

Net (loss) income before income tax benefit (provision)		(6.0	)		9.8
Income tax benefit (provision)		2.1			(0.4	)		2.5
Net (loss) income		(3.9	)		9.4
Net loss attributable to noncontrolling interests		(0.5	)		(1.3	)		0.8			62	%
Net (loss) income attributable to stockholders of DocGo Inc. and Subsidiaries	$	(3.4	)	$	10.7


	Three Months Ended June 30,				Change $		Change %
$ in Millions	2023		2022

Revenue, net	$	125.5	$	109.5	$	16.0	15	%

Cost of revenues	83.6		70.2		13.4		19	%
Operating expenses:
General and administrative	30.8		24.6		6.2		25	%
Depreciation and amortization	3.8		2.0		1.8		88	%
Legal and regulatory	2.4		3.1		(0.7)		(21	%)
Technology and development	2.6		1.1		1.5		133	%
Sales, advertising and marketing	0.7		1.0		(0.3)		(31	%)
Total expenses	123.9		102.0		21.9		22	%
Income (loss) from operations	1.6		7.5		(5.9)

Other income (expenses):
Interest income (expense), net	0.5		0.1		0.4		431	%
Gain on remeasurement of warrant liabilities	—		3.0		(3.0)
(Loss) gain on initial equity method investments	(0.1)		0.1		(0.2)
Gain on remeasurement of finance leases	—		1.4		(1.4)
(Loss) gain on disposal of fixed assets	(0.1)		—		(0.1)
Other (expense) income	(0.9)		—		(0.9)
Total other (expense) income	(0.6)		4.6		(5.2)

Net income (loss) before income tax benefit (expense)	1.0		12.1		(11.1)
Income tax benefit (provision)	0.3		(0.3)		0.6
Net income (loss)	1.3		11.8		(10.4)
Net income (loss) attributable to noncontrolling interests	3.3		(1.0)		4.4		447	%
Net (loss) income attributable to stockholders of DocGo Inc. and Subsidiaries	$	(2.0)	$	12.8	$	(14.8)


	As of June 30,				Change $		Change %
$ in Millions	2023		2022
Working capital
Current assets	$	234.4	$	275.7	$	(41.3)	(15	%)
Current liabilities	91.8		57.9		33.9		58	%
Total working capital	$	142.6	$	217.8	$	(75.2)	(35	%)

	As of March 31,				Change			Change
$ in Millions	2023		2022		$			%
Working capital
Current assets	$	258.4	$	268.2	$	(9.8	)		(4	%)
Current liabilities		109.0		61.0		48.0			79	%
Total working capital	$	149.4	$	207.2	$	(57.8	)		(28	%)


Exhibit Number						Description
3.1						Second Amended and Restated Certificate of Incorporation of DocGo Inc., dated November 5, 2021 (incorporated by reference to Exhibit 3.1 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021).
3.2						Amended and Restated Bylaws of DocGo Inc. (incorporated by reference to Exhibit 3.2 of DocGo’s Form 8-K, filed with the SEC on November 12, 2021).
10.1*						~~Offer Letter by~~Form of Grant Notice for Restricted Stock Unit Award and ~~between~~Standard Terms and Conditions for Restricted Stock Units under the DocGo Inc. ~~and Lee Bienstock.~~2021 Stock Incentive Plan (Employee Form)
31.1*						Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act
31.2*						Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act
32.1**						Certification of the Principal Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~200 2
32.2**						Certification of the Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*						Inline XBRL Instance Document
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


	DocGo Inc.

Date: ~~May 9,~~August 8, 2023	By:	/s/ Anthony Capone
		Anthony Capone
		Chief Executive Officer



Date: ~~May 9,~~August 8, 2023	By:	/s/ Norman Rosenberg
		Norman Rosenberg
		Chief Financial Officer