UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2021

OR

March 31, 2022

OR

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

 

For the transition period from                ________________ to________________to              .

DOCGO INC.Commission File Number 001-39618

DocGo Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware001-3961885-2515483
(State or Other Jurisdiction of(Commission File Number)(IRSI.R.S. Employer
of Incorporation)Incorporation or Organization)Identification No.)Number)
35 West 35th Street, Floor 6
New York, New York10001
(Address of Principal Executive Offices)(Zip Code)

 

35 West 35th Street, Floor 6

New York, New York 10001

(Address of Principal Executive Offices) (Zip Code)

(844) 443-6246

(844) 443-6246

(Registrant’s Telephone Number, Including Area Code)

 

Not ApplicableN/A

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

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

Title of each classEach Class Trading Symbol(s) Name of each exchangeEach Exchange on
which registered
Which Registered
Common Stock, par value $0.0001 per share DCGO The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of Common Stock at an exercise price of $11.50 per share DCGOW The Nasdaq Stock Market LLC

 

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

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

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

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company

 

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

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

As of November 23, 2021, 100,069,438May 9, 2022, 100,534,637 shares of Common Stock, par value $0.0001 per share, were issued and outstanding.

 

 

 

 

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No. 1”) on Form 10-Q/A amends the Form 10-Q of DocGo Inc. as of and for the period ended September 20, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 15, 2021 (the “Original Filing”).

The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on October 19, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation as it existed prior to consummation of the Business Combination (the “Charter”). Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Pursuant to such re-evaluation, the Company's management has revised this interpretation to include temporary equity in net tangible assets and determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of common stock shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income and losses of the Company.

Therefore, on November 22, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued: (i) unaudited condensed consolidated financial statements included in the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 filed with the SEC on June 3, 2021; (ii) unaudited condensed consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 filed with the SEC on August 11, 2021; and (iii) unaudited condensed consolidated financial statements included in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 filed with the SEC on November 15, 2021 (collectively, the “Affected Quarterly Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, in this Form 10-Q/A for the period ended September 30, 2021 the Company has restated its unaudited condensed consolidated financial statements for the Affected Quarterly Periods.

The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).

The Company’s management has concluded that a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in this Form 10-Q/A.

We are filing this Amendment No. 1 to amend and restate the Affected Quarterly Periods. The following items have been amended to reflect the restatements:

Part I, Item 1. Financial Statements

Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations

Part I, Item 4. Controls and Procedures

Part II, Item 1A. Risk Factors

In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-Q/A (Exhibits 31.1, 31.2, 32.1 and 32.2).

Except as described above, no other information included in this Quarterly Report on Form 10-Q/A of DocGo is being amended or updated by this Amendment No. 1 and, other than as described herein, this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.

Explanatory Note to the Original Filing

On November 5, 2021 (the “Closing Date”), subsequent to the fiscal quarter ended September 30, 2021, the fiscal quarter to which this Quarterly Report on Form 10-Q relates, Motion Acquisition Corp. (the “Company” or, prior to the closing of the Business Combination (as defined below), sometimes referred to herein as “Motion”) consummated the previously announced business combination following meeting of its stockholders, where the stockholders of the Company considered and approved, among other matters, a proposal to adopt that certain Agreement and Plan of Merger dated March 8, 2021 (the “Merger Agreement”), by and among the Company, Motion Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company, and Ambulnz, Inc., a Delaware corporation (“Ambulnz”).

As contemplated by the Merger Agreement and as described in the Company’s definitive proxy statement/consent solicitation/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 14, 2021 (the “Prospectus”), Merger Sub was merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”).  The Merger became effective on November 5, 2021 (the “Closing”).  In connection with the Closing, the Company filed a Second Amended and Restated Certificate of Incorporation in Delaware which, among other things, changed its name from Motion Acquisition Corp. to DocGo Inc. 

Unless stated otherwise, this report contains information about Motion before the Closing of the Business Combination. This report covers a period prior to the Closing of the Business Combination. References to the “Company,” “our,” “us” or “we” in this report refer to Motion before the Closing of the Business Combination, unless the context suggests otherwise. Except as otherwise expressly provided herein, the information in this Amendment No. 1 does not reflect the consummation of the Business Combination, which, as discussed above, occurred subsequent to the period covered hereunder.

DOCGO INC.

Form 10-Q/A

For the Quarterly Period Ended September 30, 2021

Table of Contents

  Page
PART I.I - FINANCIAL INFORMATION 
   
Item 1.Financial Statements1
Item 2. Management’s Discussion and Analysis of Financial Condition and Result of Operations 29
Item 3. Quantitative and Qualitative Disclosures About Market Risk Condensed Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020141
Item 4. Controls and Procedures 
Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021, and for the Period from August 11, 2020 (Inception) Through September 30, 20202
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2021, and for the Period from August 11, 2020 (Inception) Through September 30, 20203
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021, and for the Period from August 11, 2020 (Inception) Through September 30, 20204
Notes to Unaudited Condensed Consolidated Financial Statements (as restated)541
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsPART II - OTHER INFORMATION17
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk1. Legal Proceedings2042
Item 1A. Risk Factors 42
Item 4.Controls and Procedures20
PART II. OTHER INFORMATION
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds2142
Item 3. Defaults Upon Senior Securities 42
Item 4. Mine Safety Disclosures42
Item 5. Other Information42
Item 6.Exhibits2143
Signatures44

 

i

 

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

 

Condensed Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 20212
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2022 and 20213
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2022 and 20214
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 20215-6
Notes to Unaudited Condensed Consolidated Financial Statements7-28

1

DOCGO INC.DocGo Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

 

  September 30,
2021
  December 31,
2020
 
  (Unaudited)    
Assets:      
Current assets:      
Cash $59,319  $878,653 
Prepaid expenses and other current assets  228,257   168,877 
         
Total Current Assets  287,576   1,047,530 
         
Investments held in Trust Account  115,000,482   115,020,078 
Total Assets $115,288,058  $116,067,608 
         
Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit        
Current liabilities:        
Accounts payable $161,067  $11,658 
Franchise tax payable  103,115   78,192 
Other accrued liabilities  70,000   70,000 
 Total Current Liabilities  334,182   159,850 
         
Deferred underwriting commissions in connection with initial public offering  4,025,000   4,025,000 
Warrant liabilities  8,595,000   9,040,670 
Total Liabilities  12,954,182   13,225,520 
         
Commitments and Contingencies        
Class A common stock, $0.0001 par value, subject to possible redemption at $10.00 per share ‒ 11,500,000 shares at September 30, 2021 and December 31, 2020  115,000,000   115,000,000 
         
Stockholders’ Deficit:        
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding  -   - 
Class A common stock, $0.0001 par value; 50,000,000 shares authorized; 2,875,000 and -0- shares issued and outstanding (excluding 11,500,000 and 11,500,000 shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively  288   - 
Class B common stock, $0.0001 par value; 12,500,000 shares authorized; -0- shares and 2,875,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively  -   288 
Additional paid-in capital  -   - 
Accumulated deficit  (12,666,412)  (12,158,200)
Total Stockholders’ Deficit  (12,666,124)  (12,157,912)
Total Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit $115,288,058  $116,067,608 
  March 31,  December 31, 
  2022  2021 
  Unaudited  Audited 
ASSETS      
       
Current assets:      
Cash and cash equivalents $188,353,909  $175,537,221 
Accounts receivable, net of allowance of $8,023,348 and $7,377,389 as of March 31, 2022 and December 31, 2021, respectively  76,167,670   78,383,614 
Prepaid expenses and other current assets  3,649,206   2,111,656 
Total current assets  268,170,785   256,032,491 
         
Property and equipment, net  12,624,427   12,733,889 
Intangibles, net  10,579,310   10,678,049 
Goodwill  8,686,966   8,686,966 
Restricted cash  10,370,398   3,568,509 
Operating lease right-of-use assets  3,962,805   4,195,682 
Finance lease right-of-use assets  8,658,897   9,307,113 
Equity method investment  520,063   589,058 
Other assets  1,622,653   3,810,895 
Total assets $325,196,304  $309,602,652 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
         
Current liabilities:        
Accounts payable $15,120,928  $15,833,970 
Accrued liabilities  38,174,025   35,110,877 
Line of credit  1,025,881   25,881 
Notes payable, current  593,831   600,449 
Due to seller  1,411,169   1,571,419 
Operating lease liability, current  1,404,651   1,461,335 
Finance lease liability, current  3,262,004   3,271,990 
Total current liabilities  60,992,489   57,875,921 
         
Notes payable, non-current  1,171,306   1,302,839 
Operating lease liability, non-current  2,788,103   2,980,946 
Finance lease liability, non-current  6,402,846   6,867,420 
Warrant liabilities  13,577,251   13,518,502 
Total liabilities  84,931,995   82,545,628 
         
Commitments and Contingencies        
         
STOCKHOLDERS’ EQUITY:        
Common stock ($0.0001 par value; 500,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 100,475,958 and 100,133,953 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively)  10,208   10,013 
Additional paid-in-capital  284,938,732   283,161,216 
Accumulated deficit  (52,927,020)  (63,556,714)
Accumulated other comprehensive loss  (38,364)  (32,501)
Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries  231,983,556   219,582,014 
Noncontrolling interests  8,280,753   7,475,010 
Total stockholders’ equity  240,264,309   227,057,024 
Total liabilities and stockholders’ equity $325,196,304  $309,602,652 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.Condensed Consolidated Financial Statements.

 


2

 

DOCGO INC.DocGo Inc. and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)

 

  Three Months
Ended
September 30,
2021
  Nine Months
Ended
September 30,
2021
  Period from
August 11,
2020
(Inception)
Through
September 30,
2020
 
General and administrative expenses $348,325  $976,486  $2,065 
Loss from operations  (348,325)  (976,486)  (2,065)
             
Other income            
Interest earned on investments held in Trust Account  1,480   22,604   - 
Change in fair value of warrant liabilities  891,332   445,670   - 
Total other income  892,812   468,274   - 
             
Net income (loss) $544,487  $(508,212) $(2,065)
             
Weighted average number of Class A common shares outstanding, basic and diluted  12,656,250   

11,889,652

   
-
 
             
Basic and diluted net income (loss) per Class A common share $0.04  $(0.04) $-
             
Weighted average number of Class B common shares outstanding, basic and diluted  

1,718,750

   

2,485,348

   

3,306,250

 
             
Basic and diluted net income (loss) per Class B common share $

0.04

  $

(0.04

) $- 
  Three Months Ended
March 31,
 
  2022  2021 
Revenue, net $117,891,552  $49,688,856 
Expenses:        
Cost of revenues (exclusive of depreciation and amortization, which is shown separately below)  77,987,573   35,860,742 
Operating expenses:        
General and administrative  23,860,616   12,035,526 
Depreciation and amortization  2,201,021   1,597,676 
Legal and regulatory  1,347,983   656,658 
Technology and development  1,141,833   569,351 
Sales, advertising and marketing  1,257,961   842,861 
Total expenses  107,796,987   51,562,814 
Income (loss) from operations  10,094,565   (1,873,958)
         
Other income (expenses):        
Interest income (expense), net  (135,606)  (115,009)
Loss on remeasurement of warrant liabilities  (58,749)  - 
Loss on initial equity method investments  (83,341)  - 
Other income (loss)  (4,253)  - 
Total other income (expense)  (281,949)  (115,009)
         
Net income (loss) before income tax benefit (expense)  9,812,616   (1,988,967)
Income tax expense  (440,179)  (10,029)
Net income (loss)  9,372,437   (1,998,996)
Net loss attributable to noncontrolling interests  (1,257,257)  (320,632)
Net income (loss) attributable to stockholders of DocGo Inc. and Subsidiaries  10,629,694   (1,678,364)
Other comprehensive income (loss)        
Foreign currency translation adjustment  (5,863)  7,998 
Total comprehensive gain (loss) $10,623,831  $(1,670,366)
         
Net income (loss) per share attributable to DocGo Inc. and Subsidiaries - Basic $0.11  $(0.03)
Weighted-average shares outstanding - Basic  100,177,082   58,388,866 
         
Net income (loss) per share attributable to DocGo Inc. and Subsidiaries - Diluted $0.09  $(0.03)
Weighted-average shares outstanding - Diluted  115,652,049   58,388,866 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.Condensed Consolidated Financial Statements.

 


3

 

DOCGO INC.DocGo Inc. and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ EQUITY (DEFICIT)

 

For the Three and Nine Months Ended September 30, 2021

  Series A
Preferred Stock
  Class A
Common Stock
 Class B
Common Stock
  Additional
Paid-in-
  Accumulated  Accumulated
Other
Comprehensive
 Noncontrolling  Total
Stockholders’
 
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit  Income  Interests  Equity 
Balance - December 31, 2020  28,055  $-   35,497  $-   55,008  $-  $142,346,852  $(87,300,472) $(48,539) $11,949,200  $66,947,041 
Effect of reverse acquisition  18,099,548   -   22,900,719   -   35,488,938   -   -   -   -   -   - 
Conversion of share due to merger recapitalization  (18,099,548)  -   (22,900,719)  7,649   (35,488,938)  -   -   -   -   -   7,649 
Effect of reverse acquisition  -   -   76,489,205   7,649   -   -   142,346,852   (87,300,472)  (48,539)  11,949,200   66,954,690 
Share issued for services  -   -   171,608   17   -   -   -   -   -   -   17 
Stock based compensation  -   -   -   -   -   -   391,534   -   -   -   391,534 
Noncontrolling interest contribution  -   -   -   -   -   -   -   -   -   333,025   333,025 
Foreign currency translation  -   -   -   -   -   -   -   -   7,998   -   7,998 
Net loss attributable to Noncontrolling interests  -   -   -   -   -   -   -   -   -   (320,632)  (320,632)
Net income attributable to stockholders of DocGo Inc. and Subsidiaries  -   -   -   -   -   -   -   (1,678,364)  -   -   (1,678,364)
Balance - March 31, 2021  -  $-   76,660,813  $7,666   -  $-  $142,738,386  $(88,978,836) $(40,541) $11,961,593  $65,688,268 
                                 ��           
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  -   -   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

 

 

  Common Stock  Additional     Total 
  Class A  Class B  Paid-In  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Capital  Deficit  Deficit 
Balance – December 31, 2020  -  $-   2,875,000  $288  $       -  $(12,158,200) $(12,157,912)
Net income  -   -   -   -   -   1,989,868   1,989,868 
Balance – March 31, 2021 (unaudited)  -   -   2,875,000   288   -   (10,168,332)  (10,168,044)
Net loss  -   -           -   (3,042,567)  (3,042,567)
Balance – June 30, 2021 (unaudited)  -   -   2,875,000   288   -   (13,210,899)  (13,210,611)
Conversion of Class B shares to Class A shares(1)  2,875,000   288   (2,875,000)  (288)  -   -   - 
Net income  -   -   -   -   -   544,487   544,487 
Balance – September 30, 2021 (unaudited)  2,875,000  $288   -  $-  $-  $(12,666,412) $(12,666,124)

(1)Effective August 24, 2021, pursuant to an election made by the Sponsor the 2,875,000 outstanding Class B common shares were converted on a one-for-one basis into Class A common shares.

For the Period from August 11, 2020 (Inception) Through September 30, 2020

  Common Stock  Additional     Total 
  Class A  Class B  Paid-In  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Capital  Deficit  Equity 
Balance – August 11, 2020 (inception)  -  $    -   -  $-  $-  $-  $- 
Issuance of Class B common stock to related party (2)  -   -   3,306,250   331   24,669   -   25,000 
Net loss  -   -   -   -   -   (2,065)  (2,065)
Balance – September 30, 2020 (unaudited)  -  $-   3,306,250  $331  $24,669  $(2,065) $22,935 

(2)As a result of the underwriter not exercising its over-allotment option at the time of the Company’s initial public offering, 431,250 Class B shares were forfeited in November 2020, which reduced the number of outstanding Class B shares to 2,875,000.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.Condensed Consolidated Financial Statements.

 


4

 

DOCGO INC.DocGo Inc. and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

  Nine Months
Ended
September 30,
2021
  

August 11,
2011
(Inception)
Through
September 30,
2020

 
Cash flows from operating activities:      
Net loss $(508,212) $(2,065)
Adjustments to reconcile net loss to net cash used in operating activities:        
Interest earned on investments held in Trust Account  (22,604)  - 
Change in fair value of warrant liabilities  (445,670)  - 
         
Changes in operating assets and liabilities:        
Prepaid expenses  (56,390)  - 
Other current assets  (2,990)  - 
Accounts payable  149,410   - 
Franchise taxes payable  24,923   - 
Net cash used in operating activities  (861,533)  (2,065)
         
Cash flows from investing activities:        
Interest released from Trust Account  42,199   - 
Net cash provided by investing activities  42,199   - 
         
Cash flows from financing activities:        
Proceeds from note payable to related party  -   71,163 
Payment of deferred offering costs  -   (67,566)
Net cash provided by financing activities  -   3,597 
         
Net increase (decrease) in cash  (819,334)  1,532 
         
Cash - beginning of the period  878,653   - 
Cash - end of the period $59,319  $1,532 
         
Supplemental disclosure of noncash activities:        
Deferred offering costs paid by related party in exchange for issuance of Class B common stock $-  $25,000 
Deferred offering costs included in accounts payable $-  $20,450 
  Three Months Ended
March 31,
 
  2022  2021 
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net income (loss) $9,372,437  $(1,998,996)
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation of property and equipment  711,878   528,840 
Amortization of intangible assets  633,363   422,024 
Amortization of finance lease right-of-use assets  855,781   646,812 
Loss from equity method investment  68,995   - 
Bad debt expense  1,154,235   678,840 
Stock based compensation  1,422,937   391,534 
Loss on remeasurement of warrant liabilities  (58,749)  - 
Changes in operating assets and liabilities:        
Accounts receivable  1,061,709   (7,138,675)
Prepaid expenses and other current assets  (1,537,550)  (2,121,543)
Other assets  2,188,242   (113,384)
Accounts payable  (671,744)  (583,363)
Accrued liabilities  3,063,148   7,903,736 
Net cash provided by (used in) operating activities  18,264,682   (1,384,175)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Acquisition of property and equipment  (602,416)  (760,049)
Acquisition of intangibles  (534,624)  (515,246)
Acquisition of businesses  -   (759)
Net cash used in investing activities  (1,137,040)  (1,276,054)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from revolving credit line  1,000,000   - 
Repayments of notes payable  (138,151)  (282,115)
Due to seller  (160,250)  - 
Noncontrolling interest contributions  2,063,000   333,025 
Proceeds from exercise of stock options  374,344   - 
Equity costs  (19,570)  - 
Payments on obligations under finance lease  (622,575)  (601,501)
Net cash provided by (used in) financing activities  2,496,798   (550,591)
         
Effect of exchange rate changes on cash and cash equivalents  (5,863)  7,998 
         
Net increase (decrease) in cash and restricted cash  19,618,577   (3,202,822)
Cash and restricted cash at beginning of period  179,105,730   34,457,273 
Cash and restricted cash at end of period $198,724,307  $31,254,451 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.Condensed Consolidated Financial Statements.


5

DocGo Inc. and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)

Supplemental disclosure of cash and non-cash transactions:      
       
Cash paid for interest $68,222  $2,365 
         
Cash paid for interest on finance lease liabilities $153,327  $121,356 
         
Cash paid for income taxes $440,179  $7,225 
         
Right-of-use assets obtained in exchange for lease liabilities $722,716  $1,454,029 
         
Reconciliation of cash and restricted cash        
Cash $188,353,909  $28,134,967 
         
Restricted Cash  10,370,398   3,119,484 
         
Total cash and restricted cash shown in statement of cash flows $198,724,307  $31,254,451 

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

6

 

DOCGO INC.
DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(as restated)

 

Note 1 –1. Description of Organization and Business Operations

The Business Combination

On November 5, 2021 (the “Closing Date”), subsequentDocGo Inc., a Delaware corporation (formerly known as Motion Acquisition Corp) (prior to the fiscal quarter ended September 30, 2021,Closing Date, “Motion” and after the fiscal quarter to which this Quarterly Report on Form 10-Q relates, Motion Acquisition Corp. (the “Company” or, prior to the closing of the Business Combination (as defined below)Closing Date, “DocGo”), sometimes referred to herein as “Motion”) consummated the previously announced Business Combination following meeting of its stockholders, where the stockholders of the Company considered and approved, among other matters, a proposalbusiness combination (the “Closing”) pursuant to adopt that certain Agreement and Plan of Merger dated March 8, 2021 (the “Merger Agreement”), by and among the Company,Motion Acquisition Corp., a Delaware corporation (“Motion”), Motion Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company,Motion (“Merger Sub”), and Ambulnz, Inc., a Delaware corporation (“Ambulnz”). In connection with the consummation of the Business Combination,Closing, the registrant changed its name from Motion Acquisition Corp. to DocGo Inc.

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

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

The Business

 

The material provisions ofDocGo Inc. and its Subsidiaries (collectively, the Merger Agreement are described“Company”) is a healthcare transportation and mobile health services (“Mobile Health”) company that uses proprietary dispatch and communication technology to provide quality healthcare transportation and healthcare services in major metropolitan cities in the ProspectusUnited States and the United Kingdom. Mobile Health performs in-person care directly to patients in the section entitled “Proposal No.1—The Business Combination Proposal—The Merger Agreement” beginning on page 97. comfort of their homes, workplaces and other non-traditional locations.

Organization and General

MotionAmbulnz, LLC was incorporatedoriginally formed in Delaware on June 17, 2015, as a Delaware corporation on August 11, 2020. The Company was formed for the purposelimited liability company. On November 1, 2017, with an effective date of entering intoJanuary 1, 2017, Ambulnz converted its legal structure from a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. The Company was not limited to a particular industry or geographic region for purposes of consummating a business combination. Prior to consummating the Business Combination, the Company had neither engaged in any operations nor generated any revenues.

The Company’s management had broad discretion with respect to the specific application of the net proceeds of its initial public offering of units (the “Initial Public Offering”), although substantially all of the net proceeds of the Initial Public Offering were intended to be generally applied toward completing a business combination.

Sponsor and Financing

The Company’s sponsor is Motion Acquisition LLC, a Delaware limited liability company (the “Sponsor”). The registration statement forto a C-corporation and changed its name to Ambulnz, Inc. Ambulnz is the Company’s Initial Public Offeringsole owner of Ambulnz Holdings, LLC (“Holdings”) which was declared effective on October 14, 2020. On October 19, 2020, the Company consummated its Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the Class A common stock includedformed in the Units,state of Delaware on August 5, 2015, as a limited liability company. Holdings is the “Public Shares” and with respect to the warrants includedowner of multiple operating entities incorporated in various states in the Units, the “Public Warrants”) at $10.00 per Unit, generating gross proceeds of $115.0 million,United States as well as within England and incurring offering costs of approximately $6.7 million, inclusive of $4.0 million in deferred underwriting commissions (Note 3). 

Wales, United Kingdom.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,533,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $3.8 million (Note 4).

 


7

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Trust Account2. Summary of Significant Accounting Policies

Upon the closingBasis of the Initial Public Offering and the Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The proceeds held in the Trust Account were invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the Trust Account as described below.Presentation

Pursuant to stock exchange listing rules, the Company was required to complete an initial business combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. However, the Company could only complete a business combination if the post-transaction company owned or acquired 50% or more of the outstanding voting securities of the target or otherwise acquired a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The Company’s amended and restated certificate of incorporation provided that, other than the withdrawal of interest earned on the funds that may be released to the Company to pay taxes, none of the funds held in the Trust Account would be released until the earliest of: (i) the completion of the business combination; (ii) the redemption of any of Public Shares to its holders (the “Public Stockholders”) properly tendered in connection with a stockholder vote to amend certain provisions of the Company’s amended and restated certificate of incorporation prior to an initial business combination and (iii) the redemption of 100% of the Public Shares if the Company did not complete a business combination within 24 months from the closing of the Initial Public Offering (such 24 month period, the “Combination Period”).

Liquidity and Capital Resources

The accompanying unaudited condensed consolidated financial statements were prepared assuming the Company would continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2021, the Company had approximately $59,000 of cash in its operating account and approximately $47,000 of negative working capital.

From inception on August 11, 2020 through the time of the Company’s Initial Public Offering on October 19, 2020, the Company’s liquidity needs were satisfied through a payment of $25,000 from the Company’s Chief Executive Officer to fund certain offering costs in exchange for the issuance of the Founder Shares (as defined below) to the Sponsor, and advances to the Company from the Sponsor of approximately $71,000 under a related party note payable (the “Note Payable”) (see Note 4) to pay for other offering costs in connection with the Initial Public Offering. Subsequent to October 19, 2020 through September 30, 2021, the liquidity needsCondensed Consolidated Financial Statements have been satisfied from the net proceeds of the consummation of the Private Placement not heldprepared in the Trust Account. The Company fully repaid the Note Payable on October 19, 2020. In addition, in order to finance transaction costs in connectionaccordance with a business combination, the Company’s officers, directors and initial stockholders could have provided the Company Working Capital Loans (as defined in Note 4), although they were not required to do so. At September 30, 2021 and as of the closing of the Business Combination, there were no Working Capital Loans outstanding.

Note 2 – Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity withgenerally accepted accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to theapplicable rules and regulations of the SEC. Accordingly, they do not include all ofSecurities 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 and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine month periods ended September 30, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021.


The accompanying unaudited condensed consolidated financial statementsincluded in this Quarterly Report on Form 10-Q should be read in conjunction with the auditedconsolidated financial statements and accompanying notes thereto included in the Company’sour Annual Report on Form 10-K/A filed with10-K for the SEC on November 23,year ended December 31, 2021.

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

In light of recent comment letters issued by

The Condensed Consolidated Financial Statements include the SEC, the managementaccounts and operations of the Company has re-evaluatedand its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation. Noncontrolling interests (“NCI”) on the Company’s applicationCondensed Consolidated Financial Statements represent a portion of ASC 480-10-S99-3A to its accounting classification ofconsolidated joint ventures and a variable interest entity in which the Public Shares issued as part of the units soldCompany does not have direct equity ownership. Accounts and transactions between consolidated entities have been eliminated. Certain amounts in the Initial Public Offering that, prior years’ consolidated statements of changes in stockholders’ equity and statements of cash flows have been reclassified to consummation ofconform to the current year presentation.

Pursuant to the Business Combination, were subject to redemption provisions. Historically,the merger between Motion and Ambulnz, Inc. was accounted for as a portionreverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Motion was treated as the Public Shares“acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was classifiedtreated as permanent equity to maintain stockholders’ equity greater than $5 million on the basis thatequivalent of Ambulnz, Inc. stock for the Company would not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amendedof 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 restated certificateresults of incorporation as it existedoperations prior to consummationthe Reverse Recapitalization are those of Ambulnz, Inc. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, (the “Charter”). Previously,have been retroactively restated as shares reflecting the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Pursuantexchange ratio (645.1452 to such re-evaluation, the Company's management has revised this interpretation to include temporary equity in net tangible assets and determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has changed its earnings per share methodology to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata1) established in the incomeBusiness 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 losseswas accounted for using the acquisition method of the Company.accounting.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,”Principles of Consolidation

The accompanying Condensed Consolidated Financial Statements include the accounts of DocGo Inc. and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatementsits subsidiaries. All significant intercompany transactions and balances have been eliminated in Current Yearthese Condensed Consolidated Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A common stock subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report.Statements.

 

The impactCompany holds a variable interest in MD1 Medical Care P.C. (“MD1”) which contracts with physicians and other health professionals in order to provide services to the Company. MD1 is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impacts the VIE’s economic performance (power) and (2) the obligation to absorb losses of the restatement onVIE that potentially could be significant to the financial statementsVIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of MD1 and funds and absorbs all losses of the VIE and appropriately consolidates MD1.

Net loss for the Affected Quarterly Periods is presented below.VIE was $85,379 as of March 31, 2022. The VIE’s total assets, all of which were current, amounted to $509,769 on March 31, 2022. Total liabilities, all of which were current for the VIE, was $1,020,254 on March 31, 2022. The VIE’s total stockholders’ deficit was $510,485 on March 31, 2022.

 

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021:8

Balance sheet as of March 31, 2021 (unaudited) As Previously Reported  

 

Adjustments

  

 

As Restated

 
Total assets $115,725,964      $115,725,964 
Total liabilities $10,894,008      $10,894,008 
Class A common stock subject to possible redemption  99,831,950   15,168,050   115,000,000 
Preferred stock  -   -   - 
Class A common stock  152   (152)  - 
Class B common stock  288   -   288 
Additional paid-in capital  7,233,231   (7,233,231)  - 
Accumulated deficit  (2,233,665)  (7,934,667)  (10,168,332)
Total stockholders’ equity (deficit) $5,000,006  $(15,168,050) $(10,168,044)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $115,725,964  $-  $115,725,964 

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Foreign Currency

The table below presentsCompany’s functional currency is the U.S. dollar. The functional currency of our foreign operation is the respective local currency. Assets and liabilities of foreign operations denominated in local currencies are translated at the spot rate in effect at the applicable reporting date, except for equity accounts which are translated at historical rates. The Condensed Consolidated Statements of Operations and Comprehensive Income are translated at the weighted average rate of exchange during the applicable period. The resulting unrealized cumulative translation adjustment is not material to the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021:statements.

Three Months Ended March 31, 2021 (Unaudited)Use of Estimates

  As Previously
Reported
  Adjustments  As Restated 
Supplemental Disclosure of Noncash Financing Activities:            
Change in value of Class A common stock subject to possible redemption $1,989,870  $(1,989,870) $          - 


The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021:

Balance sheet as of June 30, 2021 (unaudited) As Previously Reported  

 

Adjustments

  

 

As Restated

 
Total assets $115,464,516      $115,464,516 
Total liabilities $13,675,127      $13,675,127 
Class A common stock subject to possible redemption  96,789,380   18,210,620   115,000,000 
Preferred stock  -   -   - 
Class A common stock  182   (182)  - 
Class B common stock  288   -   288 
Additional paid-in capital  10,275,771   (10,275,771)  - 
Accumulated deficit  (5,276,232)  (7,934,667)  (13,210,899)
Total stockholders’ equity (deficit) $5,000,009  $(18,210,620) $(13,210,611)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) $115,464,516  $-  $115,464,516 

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021:

Six Months ended June 30, 2021 (Unaudited)

  As Previously
Reported
  Adjustments  As Restated 
Supplemental Disclosure of Noncash Financing Activities:            
Change in value of Class A common stock subject to possible redemption $(1,052,700) $1,052,700  $          - 

The impact to the reported amounts of weighted average shares outstanding and basic and diluted net income (loss) per common share is presented below for the Affected Periods:

  Net Income Per Share 
  As Reported  Adjustment  As Restated 
Three Months Ended March 31, 2021 (Unaudited)         
Net income $1,989,868  $-  $1,989,868 
Weighted average shares outstanding - Class A common stock  11,500,000   -   11,500,000 
Basic and diluted net income per share - Class A common stock $0.00  $0.14  $0.14 
Weighted average shares outstanding - Class B common stock  2,875,000   -   2,875,000 
Basic and diluted net income per share - Class B common stock $0.69  $(0.55) $0.14 

  Net Loss Per Share 
  As Reported  Adjustment  As Restated 
Three Months Ended June 30, 2021 (Unaudited)         
Net loss $(3,042,567) $-  $(3,042,567)
Weighted average shares outstanding - Class A common stock  11,500,000   -   11,500,000 
Basic and diluted net loss per share - Class A common stock $0.00  $(0.21) $(0.21)
Weighted average shares outstanding - Class B common stock  2,875,000   -   2,875,000 
Basic and diluted net loss per share - Class B common stock $(1.06) $0.85  $(0.21)

  Net Loss Per Share 
  As Reported  Adjustment  As Restated 
Six Months Ended June 30, 2021 (Unaudited)         
Net loss $(1,052,699) $-  $(1,052,699)
Weighted average shares outstanding - Class A common stock  11,500,000   -   11,500,000 
Basic and diluted net loss per share - Class A common stock $0.00  $(0.07) $(0.07)
Weighted average shares outstanding - Class B common stock  2,875,000   -   2,875,000 
Basic and diluted net loss per share - Class B common stock $(0.37) $0.30  $(0.07)


Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, and liabilities and expenses and the disclosure of contingent assets and liabilities at the date of thein its financial statements and the reported amounts of revenue and expenses during the reporting period. MakingThe most significant estimates requires management to exercise significant judgment. It is at least reasonably possible thatin the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidatedCompany’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 management considered in formulating its estimate, could change inform the near term due to one or more future confirming events. Onebasis for making judgments about the carrying values of assets and liabilities and the more significant accounting estimates included in these financial statements is the determinationrecording of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantlyexpenses that are not readily apparent from those estimates.other sources.

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

Concentration of Credit Risk and Off-Balance Sheet Risk

Financial instruments thatThe Company is potentially subject the Company to concentration of credit risk consistwith 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 accounts in a financial institution which, at times,balances may exceed limits federally insured by the Federal depository insurance coverage of $250,000.Deposit Insurance Corporation (“FDIC”). The Company has not experienced losses on these accounts and management believes the Companyit is not exposed to significant risks on such accounts.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.

Principles of ConsolidationMajor Customers

The unaudited condensed consolidatedCompany has 1 customer that accounted for approximately 34% of sales and 22% of net accounts receivable, and another customer that accounted for 19% of sales and 17% of net accounts receivable for the period ended March 31, 2022. As of the period ended March 31, 2021, 1 customer accounted for approximately 26% of sales and 13% of net accounts receivable, and another customer that accounted for 10% of sales and 3% of net accounts receivable. The Company expects to maintain its relationships with these customers.

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.

9

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

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

Reclassifications

Certain reclassifications of amounts previously reported have been made to the accompanying 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. The accounts at financial institutions in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) and are in excess of FDIC limits. The Company had cash balances of approximately $1,029,825 and $803,000 with foreign financial institutions on March 31, 2022 and December 31, 2021, respectively.

Restricted Cash and Insurance Reserves

Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash in the Condensed Consolidated Balance Sheets. Restricted cash is classified as either a current or non-current asset depending on the restriction period. The Company is required to pledge or otherwise restrict a portion of cash and cash equivalents as collateral for its line of credit, transportation equipment leases and a standby letter of credit as required by its insurance carrier (see Notes 8 and 13).

The Company utilizes a combination of insurance and self-insurance programs, including a wholly-owned captive insurance entity, to provide for the potential liabilities for certain risks, including workers’ compensation, automobile liability, general liability and professional liability. Liabilities associated with the risks that are retained by the Company within its high deductible limits are not discounted and are estimated, in part, by considering claims experience, exposure and severity factors and other actuarial assumptions. The Company has commercial insurance in place for catastrophic claims above its deductible limits.

ARM Insurance, Inc. a Vermont-based wholly-owned captive insurance subsidiary of the Company, charges the operating subsidiaries premiums to insure the retained workers’ compensation, automobile liability, general liability and professional liability exposures. Pursuant to Vermont insurance regulations, ARM Insurance, Inc. maintains certain levels of cash and cash equivalents related to its wholly owned subsidiary, Merger Sub, at September 30, 2021. Merger Sub had no assets or liabilities as of September 30, 2021. All significant inter-company transactions and balances have been eliminated in consolidation.self-insurance exposures.

Investments HeldThe 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 Trust Accountaccompanying Condensed Consolidated Balance Sheets.

At all times prior to the consummation of the Business Combination, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account were comprised of U.S. government securities, the investments were classified as trading securities. When the Company’s investments held in the Trust Account were comprised of money market funds, the investments were carried at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in Trust Account in the accompanying unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.

The Company accounts for its 6,366,666 warrants issued in connection with its Initial Public Offering (3,833,333 Public Warrants) and Private Placement (2,533,333 Private Placement Warrants) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statement of operations.


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 priceamount that would be received for sale ofto sell an asset or paid forto transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tierAs such, fair value hierarchy, which prioritizesis 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 inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quotedfollowing 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 (Level 1 measurements)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, 2022 and December 31, 2021. For certain financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, restricted cash, accounts payable and accrued expenses, and due to seller, the carrying amounts approximate their fair values as it is short term in nature. The notes payable are presented at their carrying value, which based on borrowing rates currently available to the Company for loans with similar terms, approximates its fair values.

10

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Accounts Receivable

The Company contracts with hospitals, healthcare facilities, businesses, state and local government entities, and insurance providers to transport patients and to provide Mobile Health services at specified rates. Accounts receivable consist of billings for transportation and healthcare services provided to patients. The billings will either be paid or settled on the patient’s behalf by health insurance providers, managed care organizations, treatment facilities, government sponsored programs, businesses, or patients directly. Accounts receivable are net of insurance provider contractual allowances, which are estimated at the time of billing based on contractual terms or other arrangements. Accounts receivable are periodically evaluated for collectability based on past credit history with payors and their current financial condition. Changes in the estimated collectability of accounts receivable are recorded in the results of operations for the period in which the estimate is revised. Accounts receivable deemed uncollectible are offset against the allowance for uncollectible accounts. The Company generally does not require collateral for accounts receivable.

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 lowest priorityresulting gain or loss, if any, is recorded in operating expenses in the Condensed Consolidated Statement of Operations and Comprehensive Income. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets. A summary of estimated useful lives is as follows:

Asset CategoryEstimated Useful Life
Buildings39 years
Office equipment and furniture3 years
Vehicles5-8 years
Medical equipment5 years
Leasehold improvementsShorter 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 unobservable inputs (Level 3 measurements).upgrade or enhance product functionalities are capitalized when it is probable that the expenses would result in future economic benefits to the Company and the functionalities and enhancements are used for their intended purpose. Capitalized software costs are amortized over its useful life.

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

Business Combinations

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

11

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

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 tiers consist of:assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of management, and such variations may be significant to estimated values.

Impairment of Long-Lived Assets

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

Goodwill and Indefinite-Lived Intangible Assets

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

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

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

12

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Line of Credit

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

Derivative Financial Instruments

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

Related Party Transactions

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

Related party transactions are recorded within operating expenses in the Company’s Condensed Consolidated Statement of Operations and Comprehensive Income. For details regarding the related party transactions that occurred during the periods ended March 31, 2022 and 2021, refer to Note 15.

Revenue Recognition

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

To determine revenue recognition for contractual arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify each contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when (or as) the relevant performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services the Company provides to the customer.

The Company generates revenues from the provision of (1) ambulance and medical transportation services (“Transportation Services”) and (2) Mobile Health services. The customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, therefore the Company satisfies performance obligations immediately. The Company has utilized the “right to invoice” expedient which allows an entity to recognize revenue in the amount of consideration to which the entity has the right to invoice when the amount that the Company has the right to invoice corresponds directly to the value transferred to the customer. Revenues are recorded net of an estimated contractual allowances for claims subject to contracts with responsible paying entities. The Company estimates contractual allowances at the time of billing based on contractual terms, historical collections, or other arrangements. All transaction prices are fixed and determinable which includes a fixed base rate, fixed mileage rate and an evaluation of historical collections by each payer.

Nature of Our Services

Revenue is primarily derived from:

i.Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;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.

13

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

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 Transportation Services, the Company estimates the amount of revenues unbilled at month end and recognizes such amounts as revenue, based on available data and customer history. The Company’s Transportation Services and Mobile Health services each represent a single performance obligation. Therefore, allocation is not necessary as the transaction price (fees) for the services provided is standard and explicitly stated in the contractual fee schedule and/or invoice. The Company monitors and evaluate 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.

In the following table, revenue is disaggregated by as follows:

  Three Months Ended
March 31,
 
  2022  2021 
Primary Geographical Markets      
United States $115,053,431  $47,681,374 
United Kingdom  2,838,121   2,007,482 
Total revenue $117,891,552  $49,688,856 
         
Major Segments/Service Lines        
Transportation Services $27,812,510  $19,124,020 
Mobile Health  90,079,042   30,564,836 
Total revenue $117,891,552  $49,688,856 

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 Condensed Consolidated Statements of Operations and Comprehensive Income.

14

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 shares 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. On March 31, 2021, the Company excluded from its calculation 25,555,492 shares because their inclusion would have been anti-dilutive.

Equity Method Investment

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

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

Under the equity method, the Company’s investment is initially measured at cost and subsequently increased or decreased to recognize the Company’s share of income and losses of the investee, capital contributions and distributions and impairment losses. The Company performs a qualitative assessment annually and recognizes an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value.

Leases

The Company categorizes leases at its inception as either operating or finance leases based on the criteria in FASB ASC 842, Leases, (“ASC 842”). The Company adopted ASC 842 on January 1, 2019, using the modified retrospective approach, and has established a Right-of-Use (“ROU”) Asset and a current and non-current lease liability for each lease arrangement identified. The lease liability is recorded at the present value of future lease payments discounted using the discount rate that approximates the Company’s incremental borrowing rate for the lease established at the commencement date, and the ROU asset is measured as the lease liability plus any initial direct costs, less any lease incentives received before commencement. The Company recognizes a single lease cost, so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis.

The Company has lease arrangements for vehicles, equipment, and facilities. These leases typically have original terms not exceeding 10 years and, in some cases contain multi-year renewal options, none of which are reasonably certain of exercise. The Company’s lease arrangements may contain both lease and non-lease components. The Company has elected to combine and account for lease and non-lease components as a single lease component. The Company has incorporated residual value obligations in leases for which there is such occurrences. Regarding short-term leases, ASC 842-10-25-2 permits an entity to make a policy election not to apply the recognition requirements of ASC 842 to short-term leases. The Company has elected not to apply the ASC 842 recognition criteria to any leases that qualify as short-term leases.

15

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Income Taxes

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

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 not have a material impact on the Company’s Condensed Consolidated Financial Statements.

16

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, 2022 and December 31, 2021 are as follows:

  March 31,
2022
  December 31,
2021
 
Office equipment and furniture $2,165,146  $1,977,808 
Buildings  527,283   527,284 
Land  37,800   37,800 
Transportation equipment  13,907,405   13,772,251 
Medical equipment  4,206,670   3,949,566 
Leasehold improvements  595,914   616,446 
   21,440,218   20,881,155 
Less: Accumulated depreciation  (8,815,791)  (8,147,266)
Property and equipment, net $12,624,427  $12,733,889 

The Company recorded depreciation expense of $711,878 and $528,840 for three months ended March 31, 2022 and 2021, respectively.

4. Acquisition of Businesses and Asset Acquisitions

LJH Ambulance Acquisition

On November 20, 2020, AF WI LNZ, LLC, a subsidiary of Ambulnz-FMC North America LLC (“FMC NA”), a subsidiary of Holdings, entered into the Share Purchase Agreement (the “Agreement”) with LJH Ambulance (“LJH”). LJH was in the business of providing medical transportation services. The purchase price consisted of $465,000 cash consideration. The Company also agreed to pay the Seller 50% of all proceeds from accounts receivable that were outstanding as of the Agreement signing date that are actually received by the Company after the Agreement closing date. The LJH transaction closed on January 12, 2022 with the outstanding acquisition payable balance of $282,518 being paid off on March 4, 2022.

17

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

5. Goodwill

The Company recorded goodwill in connection with its acquisitions. The changes in the carrying value of goodwill for the period ended March 31, 2022 are as noted in the tables below:

  Carrying Value 
Balance at December 31, 2021 $8,686,966 
Goodwill acquired during the period  - 
Balance at March 31, 2022 $8,686,966 

6. Intangibles

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

  March 31, 2022 
  Estimated
Useful Life
(Years)
 Gross
Carrying
Amount
  Additions  Accumulated
Amortization
  Net
Carrying
Amount
 
Patents 15 years $48,668  $4,050  $(7,205) $45,513 
Computer software 5 years $294,147   -   (233,902)  60,245 
Operating licenses Indefinite $8,375,514   -   -   8,375,514 
Internally developed software 4-5 years $6,013,513   530,574   (4,446,049)  2,098,038 
    $14,731,842  $534,624  $(4,687,156) $10,579,310 

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

The Company recorded amortization expense of $633,363 and $422,024 for the three months ended March 31, 2022 and 2021, respectively.

Future amortization expense at March 31, 2022 for the next five years and in the aggregate are as follow:

  Amortization Expense 
2022, remaining $1,024,937 
2023  757,584 
2024  235,800 
2025  153,145 
2026  3,515 
Thereafter  28,815 
Total $2,203,796 

18

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

7. Accrued Liabilities

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

  March 31,
2022
  December 31,
2021
 
Accrued bonus $5,946,829  $7,260,456 
Accrued lab fees  4,437,588   4,885,539 
Accrued payroll  5,159,240   3,539,301 
Medicare advance  290,582   975,415 
FICA/Medicare liability  739,629   739,629 
Accrued general expenses  5,055,226   3,497,418 
Accrued subcontractors  10,500,202   9,564,833 
Accrued fuel and maintenance  463,555   450,842 
Accrued workers compensation  3,229,861   2,259,571 
Other current liabilities  772,965   736,021 
Accrued legal fees  1,471,053   1,143,629 
Credit card payable  107,294   58,223 
Total accrued liabilities $38,174,025  $35,110,877 

8. Line of Credit

On May 13, 2021, the Company entered into a revolving loan and security agreement with a bank (the “Lender”), with a maximum revolving advance amount of $12,000,000. Each Revolving Advance shall bear interest at a per annum rate equal to the Wall Street Journal Prime Rate (3.50% as of March 31, 2022), as the same may change from time to time, plus one percent (1.00%), but in no event less than five percent (5.00%) per annum, calculated on the basis of a 360-day year for the actual number of days elapsed (“Contract Rate”). The revolving loan has a maturity date of May 12, 2022 (“Maturity Date”). This loan is secured by all assets of entities owned 100% by DocGo Inc. This loan is subject to certain financial covenants such as a Fixed Charge Coverage Ratio and Debt to Effective Tangible Net Worth. As of March 31, 2022 the outstanding balance was zero.

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 Revolving Advance shall bear interest at a per annum rate equal to the Wall Street Journal Prime Rate (3.25% at December 31, 2021), as the same may change from time to time, plus one percent (1.00%), but in no event less than five percent (5.00%) per annum, calculated on the basis of a 360-day year for the actual number of days in the applicable period. The agreement is subject to certain financial covenants such as an unused fee, whereas the Company shall pay to the subsidiary of one of its members an unused fee in the amount of 0.5% of the average daily amount by which the Revolving Commitment Amount ($12 million) exceeds the principal balance of the aggregate outstanding advances. All accrued and unpaid interest and unused fee shall be due and payable on the first anniversary of the date of the agreement (“Revolving Credit Maturity Date”). This loan is secured by all assets of entities owned 100% by DocGo Inc. As of December 31, 2021, the outstanding balance of the line of credit was zero. On January 26, 2022, the Company drew $1,000,000 to fund operations and meet short-term obligations. As of March 31, 2022, the outstanding balance of the line of credit was $1,000,000.

 

19

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

9. Notes Payable

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company has various loans with finance companies with monthly installments aggregating $60,499, inclusive of interest ranging from 2.5% through 7.5%. The notes mature at various times through 2051 and are secured by transportation equipment.

The following table summarizes the Company’s notes payable:

  March 31,
2022
  December 31,
2021
 
Equipment and financing loans payable, between 2.5% and 7.5% interest and maturing through May 2051 $1,765,137  $1,903,288 
Total notes payable  1,765,137   1,903,288 
Less: current portion of notes payable $593,831  $600,449 
Total non-current portion of notes payable $1,171,306  $1,302,839 

 

Interest expense was $22,559 and $61,324 for the periods ended March 31, 2022 and December 31, 2021, respectively.

Future minimum annual maturities of notes payable as of March 31, 2022 are as follows:

  Notes Payable 
2022, remaining  423,712 
2023  485,390 
2024  326,565 
2025  248,120 
2026  149,536 
Thereafter  131,814 
Total maturities $1,765,137 
Current portion of notes payable  (593,831)
Long-term portion of notes payable $1,171,306 

20

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

10. Business Segment Information

The Company conducts business as 2 operating segments, Transportation Services and Mobile Health services. In some circumstances,accordance with ASC 280, Segment Reporting, operating segments are components of an enterprise for which separate financial information is evaluated regularly by the inputs usedchief operating decision maker, who is the chief executive officer, in deciding how to measureallocate resources and assessing performance. The Company’s business operates in two operating segments because the Company’s entities have two main revenue streams, and 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.

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 and Mobile Health services segments based primarily on results of operations.

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

  Transportation
Services
  Mobile Health
Services
  Total 
Three Months Ended March 31, 2022         
Revenues $27,812,510  $90,079,042  $117,891,552 
             
Income (loss) from operations  (9,328,377)  19,422,942  $10,094,565 
             
Total assets $215,635,997  $109,560,307  $325,196,304 
             
Depreciation and amortization expense $1,987,321  $213,700  $2,201,021 
             
Stock compensation $367,818  $1,055,119  $1,422,937 
             
Long-lived assets $28,665,748  $3,224,955  $31,890,703 
             
Three Months Ended March 31, 2021            
Revenues $19,124,020   30,564,836  $49,688,856 
             
Income (loss) from operations  (3,402,200)  1,528,242   (1,873,958)
             
Total assets $87,627,899  $18,975,128  $106,603,027 
             
Depreciation and amortization expense $1,329,398  $268,278  $1,597,676 
             
Stock compensation $195,767  $195,767  $391,534 
             
Long-lived assets $25,946,257  $822,231  $26,768,488 

Long-lived assets include property, plant and equipment, goodwill and intangible assets.

Geographic Information

Revenues by geographic location are included in Note 2.

21

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

11. Equity

Preferred Stock

In November 2021, the Company’s Series A preferred stock was cancelled and converted into the right to receive a portion of merger consideration issuable as common stock of DocGo, par value $0.0001 (the “Common Stock”), pursuant to the terms and conditions set forth in the Merger Agreement. The Company’s Condensed Consolidated Statements of Changes in Stockholders’ Equity reflect the 2020 shares as if the Merger occurred in 2020.

Prior to the reverse merger, on May 23, 2019, the Series A preferred stock was formed, and 40,000 shares were authorized. Each share of Series A preferred stock was convertible into Class A common stock at a conversion price of $3,000 per share, subject to adjustment as defined in the articles of incorporation.

Series A preferred stockholders had voting rights equivalent to the number of common stock shares issuable upon conversion. The Series A preferred stockholders were entitled to a non-cumulative dividend equal to 8% of the original issue price as defined in the agreement when declared by the board of directors.

The holders of the Series A preferred stock had preferential liquidation rights and rank senior to the holders of common stock. If a liquidation were to occur, the holders of the Series A preferred stock would have been paid an amount equal to $3,000 per share, subject to adjustment as defined in the articles of incorporation, plus all accrued and unpaid dividends thereon. After the payment of the Series A preferred stockholders, the common stockholders would have been paid out on a pro-rate basis.

Common Stock

On November 1, 2017, Ambulnz, Inc. converted its legal structure from a limited liability company to a corporation and converted its membership units into shares of common stock at a rate of 1,000 shares per membership unit. The total authorized number of shares of common stock converted was 100,000 shares, comprised of 35,597 shares of Class A common stock and 64,402 shares of Class B common stock.

Prior to the reverse merger, on May 23, 2019, the Ambulnz, Inc amended and restated its articles of incorporation and the total authorized common shares increased to 154,503 shares, comprised of 78,000 shares of Class A common stock and 76,503 shares of Class B common stock. The Class A common stockholders had voting rights equivalent to one vote per share of common stock and the Class B common stockholders have no voting rights. Dividends may be paid to the common stockholders out of funds legally available, when declared by the board of directors.

Preacquisition Warrants

On February 15, 2018, the Company issued warrants to purchase 1,367 shares of Class B common stock at a purchase price of $0.01 per share to an investor in conjunction with a capital investment. The warrants had no expiration date. The fair value might be categorized within different levelson the date of theissuance was $5,400 per share, for a total fair value hierarchy. In those instances,of $7,381,800. On May 23, 2019, the warrants were exchanged for warrants to purchase 2,461 shares of Series A preferred stock at a purchase price of $0.01 per share. The exchanged warrants has no expiration date, and had a fair value measurement is categorized in its entirety inon the date of issuance of $3,000 per share for a total fair value hierarchy based on the lowest level input that is significant to the fair value measurement.of $7,383,000. These warrants were cashless exercised in November 2021 for 1,587,700 shares of common DocGo Inc. common stock.

 

AsOn June 5, 2019, the Company issued warrants to purchase 667 shares of September 30, 2021 and December 31, 2020, the carrying valuesSeries A preferred stock at a purchase price of cash, accounts payable, accrued expenses and franchise tax payable approximate their fair values due$3,000 per share to the short-term nature of the instruments.an investor in conjunction with a capital investment. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. treasury securities and are recognized at fair value.warrants would have expired on June 6, 2029. The fair value on the date of investments heldissuance was $2,078 per warrant for a total fair value of $1,386,026. These warrants were cashless exercised in Trust Account is determined using quoted prices in active markets.November 2021 for 229,807 shares of common DocGo Inc. common stock.

22

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

12. Stock Based Compensation

Stock Options

In 2021, the Company established the DocGo Inc. Equity Incentive Plan (the “Plan”), which replaced Ambulnz, Inc’s 2017 Equity Incentive Plan. The Company reserved 16,607,894 shares of common stock for issuance under the Plan. The Company’s stock options generally vest on various terms based on continuous services over periods ranging from three to five years. The stock options are subject to time vesting requirements through 2031 and are nontransferable. Stock options granted have a maximum contractual term of 10 years. On March 31, 2022, approximately 2.7 million employee stock options on a converted basis had vested.

 

The fair value of Public Warrants and Private Placement Warrants at December 31, 2020 was determined using a Monte Carlo simulation, and at September 30, 2021 was determined by reference to the quoted price of the Public Warrantseach stock option grant is estimated on the Nasdaq Stock Market.

Offering Costs Associated withdate of grant using the Initial Public Offering

Offering costs consistedBlack-Scholes option-pricing model. Before the Company’s shares of legal, accounting, underwriting fees and other costs incurred throughstock were publicly traded, management took the Initial Public Offeringaverage of several publicly traded companies that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. The Company classified deferred underwriting commissions as non-current liabilities as their liquidation was not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outsiderepresentative of the Company’s controlsize and subjectindustry in order to estimate its expected stock volatility. The expected term of the options represented the period of time the instruments are expected to be outstanding. The Company based the risk-free interest rate on the rate payable on the U.S. Treasury securities corresponding to the occurrence of uncertain future events. Accordingly, as of September 30, 2021 and December 31, 2020, 11,500,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outsideexpected term of the stockholders’ equity sectionawards at the date of grant. Expected dividend yield was zero based on the Company’s condensed consolidated balance sheets.


Immediately upon the closing of the Initial Public Offering,fact that the Company recognized the accretion from initial book valuehad not historically paid and does not intend to redemption amount value of conditionally redeemable Class A common stock (see Note 7). This changepay a dividend in the carrying value of redeemable shares of Class A common stock resulted in charges to additional paid-in capital and accumulated deficit.

Income Taxesforeseeable future.

 

The Company followsutilized contemporaneous valuations in determining the asset and liability methodfair value of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized forits shares at the estimated future tax consequences attributable to differences between the financial statement carrying amountsdate of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income during the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assetsoption grants. Prior to the amount expectedMerger, each valuation utilized both the discounted cash flow and guideline public company methodologies to be realized.estimate the fair value of its shares on a non-controlling and marketable basis. The December 31, 2020 valuations also included an approach that took into consideration a pending non-binding letter of intent from Motion Acquisition Corp. The March 11, 2021 valuation report relied solely on the fair value of the Company’s shares implied by the March 8, 2021 Merger Agreement with Motion Acquisition Corp.

 

In assessingA discount for lack of marketability was applied to the realizationnon-controlling and marketable fair value estimates determined above. The determination of deferred tax assets, management considers whether it is more likely than notan appropriate discount for lack of marketability was based on a review of discounts on the sale of restricted shares of publicly traded companies and put-based quantitative methods. Factors that some portion or allinfluenced the size of the deferred tax assets will be realized. The ultimate realizationdiscount for lack of deferred tax assets is dependent uponmarketability included (a) the generationestimated time it would take for a Company stockholder to achieve marketability, and (b) the volatility of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. Because the future realization of tax benefits is not considered to be more likely than not, the Company provided a full valuation allowance for the deferred tax assets at September 30, 2021 and December 31, 2020.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 or December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) Per Share of Common StockCompany’s business.

 

The Company complies with accountingfollowing assumptions were used to compute the fair value of the stock option grants during the period ended March 31, 2022 and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.2021:

The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 6,366,666 shares of common stock since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021.

  Three Months Ended
March 31,
 
  2022  2021 
Risk-free interest rate  0.71%  0.06%
Expected term (in years)  4    .5 - 2  
Volatility  60%  65%
Dividend yield  0%  0%

 

The following table reflectssummarizes the calculation of basic and diluted net income (loss) per common share with net income (loss) allocated pro rata betweenCompany’s stock option activity under the two classes of common shares as follows:Plan for the period ended March 31, 2022:

 

  For the Three Months Ended  For the Nine Months Ended  For the Period from August 11
(Inception) to September 30,
  September 30, 2021  September 30, 2021  2020 
  Class A  Class B  Class A  Class B  Class B 
Basic and diluted net income (loss) per common share:               
Numerator:               
Allocation of net income (loss) $479,385  $65,102  $(420,345) $(87,867) $(2,065)
                     
Denominator:                    
Basic and diluted weighted average common shares outstanding  27,600,000   3,066,666   26,184,615   3,046,153     
                     
Basic and diluted net income (loss) per common share $0.04  $0.04  $(0.04) $(0.04) $ 


Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. This ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

  Options
Shares
  Weighted
Average
Exercise
Price
  Weighted
Average
Remaining
Contractual
Life in Years
  Aggregate
Intrinsic
Value
 
Balance as of, December 31, 2021  8,422,972  $6.21   8.77  $24,706,020 
Granted/ Vested during the year  650,122   3.61   9.89   - 
Exercised during the year  195,152   1.92   6.77   - 
Cancelled during the year  (47,195)  6.78   8.83   - 
Balance as of, March 31, 2022  9,221,051   6.37   8.66  $25,461,022 
Options vested and exercisable at March 31, 2022  2,757,391  $4.04   7.05  $15,040,545 

 

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.

Note 3 – Initial Public Offering

On October 19, 2020, the Company consummated its Initial Public Offering of 11,500,000 Units at $10.00 per Unit, generating gross proceeds of $115.0 million, and incurring offering costs of approximately $6.7 million, inclusive of $4.0 million in deferred underwriting commissions.  Upon the closing of the Initial Public Offering and the Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds of the sale of the Unitsaggregate intrinsic value in the Initial Public Offering andabove table is calculated as the Private Placement Warrants in the Private Placement were placed in the Trust Account.

Each Unit consists of onedifference between fair value of the Company’s shares of Class A common stock $0.0001 par value,price and one-third of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at aexercise price of $11.50the stock options. The weighted average grant date fair value per share subjectfor stock option grants during the periods ended March 31, 2022 and December 31, 2021 was $7.15 and $2.80, respectively. At March 31, 2022 and December 31, 2021, the total unrecognized compensation related to adjustment under certain circumstances.

Note 4 – Related Party Transactionsunvested stock option awards granted was $22,868,377 and $20,792,804, respectively, which the Company expects to recognize over a weighted-average period of approximately 3.58 years.

 

Founder Shares

On August 12, 2020, the Company’s Chief Executive Officer paid for certain offering costs for an aggregate price of $25,000 in exchange for issuance of 3,737,500 shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”), issued to the Sponsor. On October 14, 2020, the Sponsor effected a surrender of 431,250 Founder Shares to the Company for no consideration, resulting in a decrease in the total number of shares of Class B common stock outstanding from 3,737,500 to 3,306,250. All shares and associated amounts were retroactively restated to reflect the share surrender. On November 16, 2020, the underwriter advised the Company that it would not exercise its over-allotment option to purchase additional shares, and consequently 431,250 Founder Shares were forfeited, resulting in a decrease in the total number of shares of Class B common stock outstanding from 3,306,250 to 2,875,000 such that the Founder Shares represented 20.0% of the Company’s issued and outstanding Public Shares after the Initial Public Offering and prior to the consummation of the Business Combination. Effective August 24, 2021, pursuant to an election made by the Sponsor the 2,875,000 Founder Shares were converted from Class B common shares on a one-for-one basis into Class A common shares.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial business combination and (B) subsequent to the initial business combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 2,533,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $3.8 million in the Private Placement.  Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a business combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable for cash (subject to certain exceptions) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Private Placement Warrants (and the Class A common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the initial business combination (subject to certain exceptions).


Related Party Loans

On August 18, 2020, the Sponsor agreed to loan the Company up to $150,000 pursuant to an unsecured Note Payable to cover expenses related to the Initial Public Offering, pursuant to which the Company borrowed approximately $71,000. This loan was payable without interest upon the completion of the Initial Public Offering. The Company fully repaid the Note Payable on October 19, 2020, and this credit facility is no longer in effect. There were no related party loans outstanding at September 30, 2021 or December 31, 2020.

Working Capital Loans

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the initial stockholders, officers and directors and their affiliates could, but were not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). No Working Capital Loans were outstanding at September 30, 2021 or December 31, 2020.

Note 5 – Commitments and Contingencies

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the healthcare industry, which its target company operates in, and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration RightsRestricted Stock Units

 

The Sponsorfair value of restricted stock units (“RSUs”) is entitleddetermined on the date of grant. The Company records compensation expense in the Condensed Consolidated Statement of Operations and Comprehensive 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 registration rights with respectfour years.

23

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, 2021  50,192  $9.97 
Granted  146,853   7.15 
Vested and issued  (8,258)  9.97 
Forfeited  -   - 
Balance as of, March 31, 2022  188,787   7.78 
Vested and unissued at March 31, 2022  -   - 
Non-vested at March 31, 2022  188,787   7.78 

The total grant-date fair value of RSUs granted during the period ended March 31, 2022 was $1,049,999.

For the period ended March 31, 2022, the Company recorded stock-based compensation expense related to RSUs of $82,304.

As of March 31, 2022, the Founder Shares, Private Placement Warrants and any additional warrants that mayCompany had $1,467,949 in unrecognized compensation cost related to non-vested RSUs, which is expected to be issued upon conversionrecognized over a weighted-average period of working capital loans pursuant to a registration rights agreement. approximately 3.4 years.

13. Leases

Operating Leases

The Sponsor will be entitledCompany is obligated to make up to three demands, excluding short form registration demands, thatrental payments under non-cancellable operating leases for office, dispatch station space, and transportation equipment, expiring at various dates through 2026. Under the terms of the leases, the Company register such securitiesis also obligated for saleits 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 Securities Act. In addition, Sponsor will have “piggy-back” registration rightslease. Determining the lease term and amount of lease payments to include their securities in other registration statements filed by the Company.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 will bearbenchmarked 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.

Lease Costs

The table below comprise lease expenses for the expenses incurredperiods ended March 31, 2022 and 2021:

Components of total lease cost: March 31,
2022
  March 31,
2021
 
Operating lease expense $462,625  $491,375 
Short-term lease expense  255,096   68,050 
Total lease cost $717,721  $559,425 

Lease Position as of March 31, 2022

Right-of-use lease assets and lease liabilities for the Company’s operating leases were recorded in connection with the filing of any such registration statements.consolidated balance sheets as follows:

  March 31,
2022
  December 31,
2021
 
Assets        
Lease right-of-use assets $3,962,805  $4,195,682 
Total lease assets $3,962,805  $4,195,682 
         
Liabilities        
Current liabilities:        
Lease liability - current portion $1,404,651  $1,461,335 
Noncurrent liabilities:        
Lease liability, net of current portion  2,788,103   2,980,946 
Total lease liability $4,192,754  $4,442,281 

24

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Lease Terms and Discount Rate

Weighted average remaining lease term (in years) - operating leases3.99
Weighted average discount rate - operating leases6.00%

 

Underwriting AgreementUndiscounted Cash Flows

 

Pursuant to the underwriting agreement for the Initial Public Offering, $0.35 per unit, or $4.0 million in the aggregate, was payable to the underwriter for deferred underwriting commissions. The deferred fee became payable to the underwriter from the amounts held in the Trust Account upon consummation of the Business Combination.

Other Commitments and Obligations

As of September 30, 2021, the Company did not have anyFuture minimum lease obligations or purchase commitments, and it had no long-term liabilities other than the warrant liabilities of $8.6 million and the deferred underwriting commission of $4.0 million payable from the Trust Account upon consummating the initial business combination. In addition, upon consummation of the Merger described herein, the Company was obligated to pay an M&A advisory fee to Barclays Capital Inc. from the Trust Account in the amount of approximately $3.0 million.

Note 6 – Derivative Warrant Liabilities

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a business combination and (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statementpayments under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such sharesoperating leases at March 31, 2022 are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial business combination, the Company will use its reasonable best efforts to file, and within 60 business days following the initial business combination to have declared effective, a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided that, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.


The warrants have an exercise price of $11.50 per share, subject to adjustment, and will expire five years after the completion of a business combination or earlier upon redemption or liquidation.

In addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Company’s initial stockholders, officers, directors or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per-share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants, except that (1) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions, (2) the Private Placement Warrants are non-redeemable (subject to certain exceptions) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees and (3) the Sponsor and its permitted transferees have certain registration rights related to the Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants). If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except for the Private Placement Warrants):

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption; and

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In no event will the Company be required to net cash settle any warrant.


Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding Warrants:

in whole and not in part;

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock;

if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders;

if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and

if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial business combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

The “fair market value” of the Class A common stock for this purpose shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Note 7 – Class A Common Stock Subject to Possible Redemption

Prior to the consummation of the Business Combination, the Company’s Class A common stock featured certain redemption rights that were considered to be outside of the Company’s control and subject to the occurrence of future events. At September 30, 2021 and December 31, 2020, there were 11,500,000 shares of Class A common stock outstanding subject to possible redemption. The carrying value of potentially redeemable Class A common stock reported in temporary equity of the condensed consolidated balance sheets at September 30, 2021 and December 31, 2020 is comprised as follows:

 

Gross proceeds from issuance of potentially redeemable Class A common stock $115,000,000 
Less:    
Proceeds allocated to Public Warrants  (3,105,000)
Class A common stock issuance costs  (6,793,491)
Plus:    
Accretion of carrying value to redemption value  9,898,491 
Class A common stock subject to possible redemption $115,000,000 
  Operating Leases 
2022, remaining $1,247,425 
2023  1,262,727 
2024  856,310 
2025  859,095 
2026  449,473 
2027 and thereafter  - 
Total future minimum lease payments  4,675,030 
Less effects of discounting  (482,276)
Present value of future minimum lease payments $4,192,754 

Note 8 – Stockholders’ Equity

Class A Common Stock— Prior toOperating lease expense were approximately $462,625 and $491,375 for the consummation of the Business Combination, the Company was authorized to issue 50,000,000 shares of Class A common stock with a par shares value of $0.0001 per share. At September 30,period ended March 31, 2022 and 2021, and December 31, 2020, there were 14,375,000 (see Class B Common Stock below) and 11,500,000 shares of Class A common stock issued and outstanding. Of the outstanding shares of Class A common stock, 11,500,000 were subject to possible redemption at both September 30, 2021 and December 31, 2020, and accordingly such shares are classified in temporary equity in the condensed consolidated balance sheets at those dates.

Class B Common Stock—Prior to consummation of the Business Combination, the Company was authorized to issue 12,500,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock were entitled to one vote for each share. At December 31, 2020, 2,875,000 shares of Class B common stock were issued and outstanding. Effective August 24, 2021, pursuant to an election made by the Sponsor, the 2,875,000 outstanding Class B common shares were converted on a one-for-one basis into Class A common shares. Because these Class A shares were held by the Sponsor, they did not have the pre-Business Combination redemption rights of the Public Shares.respectively.

 


Preferred stock—TheFor the quarter ended March 31, 2022, the Company is authorizedmade $462,625 of fixed cash payments related to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of September 30, 2021operating leases and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Note 9 – Fair Value Measurements$622,575 related to finance leases.

 

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 by level within the fair value hierarchy:

  Fair Value Measured as of September 30, 2021 
  Level 1  Level 2  Level 3  Total 
Assets:            
Investments held in Trust Account - money market fund holding solely U.S. Treasury Securities $115,000,482  $  $  $115,000,482 
Liabilities:                
Public Warrant liabilities $5,175,000  $  $  $5,175,000 
Private Placement Warrant liabilities     3,420,000      3,420,000 
Total Warrant liabilities $5,175,000  $3,420,000  $  $8,595,000 

  Fair Value Measured as of December 31, 2020 
  Level 1  Level 2  Level 3  Total 
Assets:            
Investments held in Trust Account - U.S. Treasury Securities $115,020,078  $  $  $115,020,078 
Liabilities:                
Public Warrant liabilities $  $  $5,443,335  $5,443,335 
Private Placement Warrant liabilities        3,597,335   3,597,335 
Total Warrant liabilities $  $  $9,040,670  $9,040,670 

The Company utilized a Monte Carlo simulation to estimate the fair value of the Public Warrants and Private Placement Warrants at December 31, 2020, and used the quoted price of the Public Warrants on the Nasdaq Stock Market at September 30, 2021 to estimate the fair value of both the Public Warrants and Private Placement Warrants at that date.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. Effective March 31, 2021, the fair value of the Public Warrant liabilities was reclassified from Level 3 to Level 1, and the fair value of the Private Placement Warrants was reclassified from Level 3 to Level 2.

Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The following table presents the changes in the fair value of warrant liabilities measured using Level 3 inputs during the nine months ended September 30, 2021:

  

Public
Warrants

  

Private
Placement
Warrants

  

Total
Warrant
Liabilities

 
          
Fair value as of December 31, 2020 $5,443,335  $3,597,335  $9,040,670 
             
Transfers to Levels 1 and 2  (5,443,335)  (3,597,335)  (9,040,670)
             
Fair value as of September 30, 2021 $0  $0  $0 

Note 10 – Subsequent EventsFinance Leases

 

The Company evaluated subsequent eventsleases vehicles under a non-cancelable finance lease agreements with a liability of $9,664,850 and transactions that occurred after$10,139,410 for the balance sheet date up to the date that the unaudited condensed consolidated financial statements were available to be issued,quarter ended March 31, 2022 and determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements, exceptDecember 31, 2021, respectively. This includes accumulated depreciation expense of $7,951,023 and $7,095,242 as noted below.of March 31, 2022 and December 31, 2021, respectively.

 

On November 5,Depreciation expense for the vehicles under non-cancelable lease agreements amounted to $855,781 and $646,812 for the quarter ended March 31, 2022 and 2021, respectively.

Lease Payments

The table below presents lease payments for the periods ended March 31, 2022 and 2021:

Components of total lease payment: March 31,
2022
  March 31,
2021
 
Finance lease payment $622,575  $601,501 
Short-term lease payment  -   - 
Total lease payments $622,575  $601,501 

25

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Lease Position as of March 31, 2022

Right-of-use lease assets and lease liabilities for the Company’s finance leases were recorded in the consolidated balance sheet as follows:

  March 31,
2022
  December 31,
2021
 
Assets        
Lease right-of-use assets $8,658,897  $9,307,113 
Total lease assets $8,658,897  $9,307,113 
         
Liabilities        
Current liabilities:        
Lease liability - current portion $3,262,004  $3,271,990 
Noncurrent liabilities:        
Lease liability, net of current portion  6,402,846   6,867,420 
Total lease liability $9,664,850  $10,139,410 

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, 2022:

Weighted average remaining lease term (in years) - finance leases3.6
Weighted average discount rate - finance leases6.01%

Undiscounted Cash Flows

Future minimum lease payments under the finance leases at March 31, 2022 are as follows:

  Finance Leases 
2022, remaining $2,945,992 
2023  3,001,011 
2024  1,834,762 
2025  1,843,202 
2026  1,150,387 
2027 and thereafter  9,549 
Total future minimum lease payments  10,784,903 
Less effects of discounting  (1,120,053)
Present value of future minimum lease payments $9,664,850 

26

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

14. Other Income

As of March 31, 2022, the Company recognized other loss of $4,253, net of $20,805 from realized foreign exchange loss offset by rental income of $16,552.

15. Related Party Transactions

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

Pride Staff provides subcontractor services to the Company. Pride Staff is owned by an operations manager of the Company and his spouse, and therefore, is a related party. The Company made subcontractor payments to Pride Staff totaling $209,153 and $163,125 for the three months ended March 31, 2022 and 2021, respectively.

There were no amounts due in accounts payable to related parties as of March 31, 2022 and December 31, 2021, respectively.

16. 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 expense for the three months ended March 31, 2022 and 2021 was $440,179 and $10,029 respectively. Our effective tax rate for the three months ended March 31, 2022 and 2021 was 4.85% and 2.53%.

17. 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, 2022.

18. 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 Condensed Consolidated Financial 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 Condensed Consolidated Financial Statements.

As of March 31, 2022 and December 31, 2021, the Company Motion Merger Sub Corp.,recorded a liability of $1,000,000, which represents an amount for an agreed settlement, under the terms of a memorandum of understanding, of various class-based claims, both actual and Ambulnz consummated the Business Combination, as further described in Note 1.potential, under Federal and California State law over a historical period. The settlement is subject to court approval.


 

DocGo Inc. and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

19. Risk and Uncertainties

COVID-19 Risks, Impacts and Uncertainties

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 Outbreak”) and the risks to the international community as the virus spreads globally. In March 2020, the WHO classified the COVID-19 Outbreak as a pandemic, based on the rapid increase in exposure globally.

The spread of COVID-19 and the related country-wide shutdowns and restrictions have had a mixed impact on the Company’s business. In the ambulance transportation business, which predominantly comprises non-emergency medical transportation, the Company has seen a decline in volumes from historical and expected levels, as elective surgeries and other procedures have been postponed. In some of the Company’s larger markets, such as New York and California, there have been declines in trip volume. In addition, the Company experienced lost revenues associated with sporting, concerts and other events, as those events have been cancelled or have a significantly restricted (or entirely eliminated) the number of permitted attendees.

There are two areas where the Company has experienced positive business impacts from COVID-19. In April and May 2020, the Company participated in an emergency project with Federal Emergency Management Agency (“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 and available Emergency Medical Technicians (“EMT”) and Paramedics, the Company formed a new subsidiary, Rapid Reliable Testing, LLC (“RRT”), with the goal to perform COVID-19 tests at nursing homes, municipal sites, businesses, schools and other venues. RRT is part of the Mobile Health segment.

Medicare Accelerated Payments

Medicare accelerated payments of approximately $2,397,024 were received by the Company in April 2020. Effective October 8, 2020, CMS is no longer accepting new applications for accelerated payments. Accordingly, the Company does not expect to receive additional Medicare accelerated payments. Payments under the Medicare Accelerated and Advance Payment program are advances that must be repaid. Effective October 1, 2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped according to the repayment terms. The repayment terms specify that for the first 11 months after repayment begins, repayment will occur through an automatic recoupment of 25% of Medicare payments otherwise owed to the provider. At the end of the eleven-month period, recoupment will increase to 50% for six months. At the end of the six months (or 29 months from the receipt of the initial accelerated payment), Medicare will issue a letter for full repayment of any remaining balance, as applicable. In such event, if payment is not received within 30 days, interest will accrue at the annual percentage rate of four percent (4%) from the date the letter was issued and will be assessed for each full 30-day period that the balance remains unpaid. As of March 31, 2022 and December 31, 2021, $290,582 and $975,415 of Medicare accelerated payments were reflected within accrued liabilities, respectively, in the Condensed Consolidated Balance Sheets, as the Company expects to repay the balance by December 31, 2022. The Company’s estimate of the current liability is a function of historical cash receipts from Medicare and the repayment terms set forth above.


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

ReferencesUnless the context requires otherwise, references to “DocGo,” “we,” “us,” “our” and “the Company” in this section are to the “Company,” “our,” “us” or “we” refer to Motion Acquisition Corp.business and operations of DocGo Inc. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statementsDocGo’s Condensed Consolidated Financial Statements and therelated notes thereto contained elsewhereincluded in this report. CertainQuarterly Report on Form 10-Q. In addition to historical information, contained in thethis discussion and analysis set forth below includescontains forward-looking statements that involve risks, uncertainties, and uncertainties.assumptions that could cause DocGo’s actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed herein and under the caption, “Cautionary Note Regarding Forward-Looking Statements.”

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 not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. 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 Condensed Consolidated Financial Statements or in the associated text. 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 may includeincludes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act.Act of 1934, as amended (the “Exchange Act”), regarding, among other things, the plans, strategies 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 if any, are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. Forward-looking statements are inherently subject to known and unknown risks, uncertainties and assumptions about usassumptions. More information regarding the risks and uncertainties and other important factors that maycould cause our actual results levels of activity, performance or achievements to bediffer materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identifythose in the forward-looking statements by terminology suchis set forth under the heading “Risk Factors” in Part I, Item 1A. in DocGo’s Annual Report on Form 10-K for the year ended December 31, 2021, as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” orfiled with the negative of such terms orSecurities and Exchange Commission (the “SEC”) on March 15, 2022 (the “2021 Form 10-K”), and as may be updated in this and other similar expressions. Factors that might cause or contribute to such a discrepancy include, butsubsequent Quarterly Reports on Form 10-Q. Forward-looking statements are not limitedguarantees of future performance and speak only as of the date hereof. We undertake no obligation to those describedupdate or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by law.

Overview

DocGo, which was originally incorporated in our2015, is a healthcare transportation and mobile services company that uses proprietary dispatch and communication technology to provide quality healthcare transportation and mobile, in-person medical treatment directly to patients in the comfort of their homes, workplaces and other SEC filings.non-traditional locations, in major metropolitan cities in the United States and the United Kingdom.

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

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.

See Note 10, “Business Segment Information” to the Condensed Consolidated Financial Statements for additional information regarding DocGo’s segments.

 

Overview

We areFor the three months ended March 31, 2022, the Company recorded net income of $9.4 million, compared to a blank check company incorporated as a Delaware corporation on August 11, 2020 for the purposenet loss of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On October 19, 2020, we consummated our initial public offering (“Initial Public Offering”) of units (the “Units” and, with respect to the Class A common stock included$2.0 million in the Units, the “Public Shares” and with respect to the warrants included in the Units, the “Public Warrants”) and simultaneous private placement (“Private Placement”) of warrants (“Private Placement Warrants”), which is summarized in Note 3 to the accompanying unaudited condensed consolidated financial statements. Upon the closing of the Initial Public Offering and the Private Placement, $115.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee.

As more fully described in Note 1 to the accompanying unaudited condensed consolidated financial statements, onthree months ended March 8, 2021, the Company entered into a merger agreement (the “Merger Agreement”) with Ambulnz, Inc. dba DocGo (“DocGo”) pursuant to which DocGo would merge with and into a newly incorporated subsidiary of the Company (the “Merger”), with DocGo being the surviving entity of the Merger and becoming a wholly-owned subsidiary of the Company. Concurrently with the execution of the Merger Agreement, we entered into a series of subscription agreements with accredited investors providing for the purchase by such investors of an aggregate of 12,500,000 shares of Class A common stock at a price per share of $10.00, for gross proceeds of $125 million (collectively, the “PIPE”). The closing of the PIPE was conditioned upon the consummation of the Merger. The Merger and the PIPE were consummated on November 5, 2021 following the receipt of required approval by the stockholders of the Company and DocGo, required regulatory approvals, and the fulfillment of other conditions.

Our amended and restated certificate of incorporation provides that we had until October 19, 2022 (24 months from the closing of our Initial Public Offering) to complete our initial business combination. If we had been unable to complete our initial business combination within such period and stockholders did not otherwise approve an amendment to our charter to extend such date, we would have been required to: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption would have completely extinguished public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any). There are no redemption rights or liquidating distributions with respect to our warrants, which would have expired worthless if we had failed to complete our initial business combination within the 24-month time period.31, 2021.

 


 

COVID-19

The spread of COVID-19 and the related shutdowns and restrictions have had a mixed impact on our business. In the ambulance transportation business, which comprises of, predominantly, non-emergency medical transport, the Company experienced a decline in transportation volumes versus historical levels, as elective surgeries and other non-emergency surgical procedures were postponed or cancelled. In addition, the Company experienced lost revenue associated with sporting, concerts and other events, as those events were either cancelled or have experienced a significantly restricted number of permitted attendees.

There are two areas where the Company experienced positive business impacts from COVID-19. In April and May 2020, the Company participated in an emergency project with Federal Emergency Management Agency in the New York City area. This engagement resulted in incremental transportation revenue that partially offset some of the lost non-emergency transport revenues. In addition, in response to the need for widespread COVID-19 testing and available EMTs and paramedics, the Company expanded its operations to include Rapid Reliable Testing (“RRT”), with the goal of performing COVID-19 tests at nursing homes, municipal sites, businesses, schools and other venues. RRT is part of the Mobile Health business line. Mobile Health generated approximately $90.1 million in revenue in the three months ended March 31, 2022, as compared to $30.6 million in the first quarter of 2021.

During 2020 and the early part of 2021, the Company continued to operate with several back-office employees working remotely. To date, the Company has not witnessed any degradation in productivity from these employees, the large majority of whom have now returned to their respective offices, and our operations have proceeded without major interruption. By early 2021, nearly all remote employees had returned to work in their respective offices and other locations. DocGo also utilized several government programs in 2020 related to the pandemic, receiving approximately $1.0 million in payments through the Public Health and Social Services Emergency Fund authorized under the Coronavirus Aid, Relief and Economic Security Act and related legislation as well as various state and local programs, net of amounts that will be repaid to HHS. DocGo also received accelerated Medicare payments of approximately $2.4 million that were required to be repaid beginning in April 2021. Through March 31, 2022, approximately $2.2 million of this advance had been recouped by Medicare.

While it is very difficult to accurately predict the future direction of the effects of the COVID-19 pandemic, and the related impact on medical transportation levels, the revenue from the Transportation Services segment during 2021 exceeded that of 2020 by approximately 33%. Since the beginning of 2021, trip volumes in most of our markets have started to return to more normal historical levels. The Company generated, during 2021, COVID-19 testing revenue, including its Mobile Health services segment, above the levels projected, and this persisted in the first quarter of 2022. The Company estimates that COVID-19 testing revenue in the first quarter of 2022 amounted to approximately $38 million. In a broader, strategic sense, the consumer focus on Mobile Health services and the formation of RRT, and its emergence as a significant contributor to overall revenues have accelerated the diversification in the Company’s business by more rapid expansion of the Mobile Health segment.

The Company’s current business plan assumes gradual recovery of industry-wide transportation volumes to historical levels, 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.

Factors Affecting Our Results of Operations

Our operating results and financial performance are influenced by a variety of factors, including, among others, obtaining operating licenses, acquisitions, conditions in the healthcare transportation and mobile health services markets and economic conditions generally, availability of healthcare professionals, changes in the cost of labor, and production schedules of our suppliers. Some of the more important factors are briefly discussed below. Future revenue growth and improvement in operating results will be largely contingent 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. The COVID-19 pandemic has also significantly impacted DocGo’s business, as discussed above.


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 this risk through its acquisition strategy by identifying businesses and/or underlying licenses in these new markets that may be for sale.

Acquisitions

Historically, DocGo has pursued an acquisition strategy to obtain ambulance operating licenses from small operators. Future acquisitions may also include larger companies that may help drive revenue, profitability, cash flow and stockholder value. DocGo did not complete any acquisitions during the three months ended March 31, 2022. During the 12 months ended December 31, 2021, DocGo completed one acquisition, for a purchase price of $2.3 million, which contributed approximately $0.3 million to 2021 revenues. During the 12 months ended December 31, 2020, DocGo completed one acquisition, for a purchase price of $0.8 million, which contributed approximately $0.1 million to 2020 revenues.

Healthcare Services Market

The transportation services market is highly dependent on patients requiring transportation after surgeries and other medical procedures and treatments. During the pandemic, DocGo experienced a decrease in transportation volumes as a result of fewer elective surgeries. However, the Company was able to reallocate assets to locations where demand increased as a result of the pandemic.

Overall Economic Conditions in the Markets 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, it is the best 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.

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

Our Ability to Control Expenses

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. We regularly analyze our workforce productivity to achieve the optimum, cost-efficient labor mix for our locations.


Inflation

Beginning in April 2021, the inflation rate in the US, as measured by the Consumer Price Index (CPI) has steadily increased. In 2019, the inflation rate was approximately 1.8%, while it dropped to approximately 1.2% in 2020. These data are reported monthly, showing year-over-year changes in prices across a basket of goods and services. For 2021, inflation increased from the 1.4%-2.6% range in the first quarter, to 4.2% in April, and was in the 5.0% area through the end of the third quarter of 2021, before increasing to the 6.0%-7.0% range in the fourth quarter. For the full year, the inflation rate was 4.7% in 2021, the highest annual rate since the 5.4% rate recorded in 1990. The inflation rate continued to increase throughout the first quarter of 2022, reaching approximately 8.5% in March 2022. The increased inflation rate has had an impact on the Company’s expenses in several areas, including wages, fuel and medical and other supplies. This has had the impact of compressing gross profit margins, as the Company is generally unable to pass these higher costs on to its customers, particularly in the short term. Looking to the rest of 2022, we anticipate a moderation of the inflation rate when compared to the first quarter of the year but expect that inflation will remain above the levels seen in the previous 10 years, when the annual inflation rate ranged from 0.1% to 2.4%. If inflation is above the levels that the Company anticipates in 2022, gross margins could be below plan and our business, operating results and cash flows may be adversely affected.

Investing in R&D and Enhancing Our Customer Experience

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.

Regulatory Environment

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.

Components of Results of Operations

Our business consists of two reportable segments — Transportation Services and Mobile Health services. The Company evaluates the performance of both 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.

Revenue

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

Cost of Revenues

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, and fuel related to Transportation Services, and laboratory fees, facility rent, medical supplies and subcontractors. We expect cost of revenue to continue to rise in proportion to the expected increase in revenue.

Operating Expenses

General and administrative expenses

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 compliance with SEC rules and regulations, audit, additional insurance expenses, investor relations activities, and other administrative and professional services.

Depreciation and Amortization

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

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

Technology and Development

Technology and development expense, net of capitalization, consists primarily of cost incurred in the design and development of DocGo’s proprietary technology, third-party software and technologies. We expect technology and development expense to increase in future periods to support our growth, including our intent to continue investing in the optimization, accuracy and reliability of our platform 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.

Sales, Advertising and Marketing

Our sales and marketing expenses consist of costs directly associated with our sales and marketing activities, which primarily include sales commissions, marketing programs, trade shows, and promotional materials. We expect that our sales and marketing expenses will continue to increase over time as we increase our marketing activities, grow our domestic and international operations, and continue to build brand awareness.

Interest Expense

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

Results of Operations

Comparison of the three months ended March 31, 2022 and March 31, 2021

  
Three Months Ended
March 31,
  Change  Change 
$ in Millions 2022  2021  $  % 
Revenues, net $117.9  $49.7  $68.2   137%
Cost of revenue  78.0   35.9   42.1   117%
                 
Operating expenses                
General and administrative  23.9   12.0   11.9   99%
Depreciation and amortization  2.2   1.6   0.6   38%
Legal and regulatory  1.3   0.7   0.6   86%
Technology and development  1.1   0.6   0.5   83%
Sales, advertising and marketing  1.3   0.8   0.5   63%
Total expenses  107.8   51.6   56.2   109%
Income/(loss) from operations  10.1   (1.9)  12.0     
                 
Other income (expenses)                
Interest income (expense), net  (0.1)  (0.1)  0.0   0%
Gain (loss) on remeasurement of warrant liabilities  (0.1)  -   (0.1)    
Gain (loss) on initial equity method investment  (0.1)  -   (0.1)    
Other income  (0.0)  -   (0.0)    
Total other expense  (0.3)   (0.1)   (0.2)   200%
Net income/(loss) before income tax  9.8   (2.0)  11.8     
                 
Income tax (expense) benefit  (0.4)  (0.0)  (0.4)  0%
Net income (loss)  9.4   (2.0)  11.4     
Net income (loss) attributable to Non-controlling interests  (1.2)  (0.3)  (1.0)  300%
Net income (loss) attributable to the shareholders of DocGo Inc and Subsidiaries $10.6  $(1.7) $12.3     


Consolidated

For the three months ended March 31, 2022, total revenues were $117.9 million, an increase of $68.2 million, or 137%, from the total revenues recorded in the three months ended March 31, 2021.

Transportation Services

For the three months ended March 31, 2022, Transportation Services revenue totaled $27.8 million and increased by $8.8 million, or 46%, as compared with the three months ended March 31, 2021. This increase was due to increases in both transportation trip volumes and the average price per trip. Volumes increased by approximately 5%, from 46,012 trips for the three months ended March 31, 2021, to 48,110 trips for the three months ended March 31, 2022. The increase in trip volumes is due to a combination of growth in the customer base in certain core markets and entry into new markets in 2021. Our average trip price increased from $283 in the three months ended March 31, 2021, to $353 in the three months ended March 31, 2022. The increase in the average trip price in the 2022 period reflects a shift in mix toward higher-priced transports, as well as a shift in the customer (payer) mix towards higher-priced transports. The average trip price also benefited from a 5.1% increase in the average Medicare reimbursement rate for ambulance transports. Transportation Services revenues were also driven higher in the first quarter of 2022 by a 201% increase in revenues generated from programs under which DocGo is paid a daily or hourly “standby” rate for the use of a fully staffed and equipped ambulance, which were driven by new customer acquisition and large new projects. These services do not factor in the trip counts or average trip prices mentioned above.

Mobile Health

For the three months ended March 31, 2022, Mobile Health revenue totaled $90.1 million, an increase of $59.4 million, or 194%, as compared with the three months ended March 31, 2021. This significant increase was mainly due to the expansion of the services offered by this segment, particularly with respect to COVID-19 related testing and vaccination and other healthcare services revenues included in the Mobile Health segment. This expansion accelerated through 2021 and into 2022 as the Company increased its customer base and geographic reach, while extending several large customer contracts and introducing a broader range of services.

Cost of Revenue

For the three months ended March 31, 2022, total cost of revenue (exclusive of depreciation and amortization) increased by 117%, as compared to the three months ended March 31, 2021, while revenue increased by approximately 137%. Cost of revenue as a percentage of revenue decreased to 66.2% in the first quarter of 2022 from 72.2% in the first quarter of 2021.

In absolute dollar terms, total cost of revenue in the three months ended March 31, 2022 increased by $42.1 million from the levels of the three months ended March 31, 2021. This was primarily attributable to an $11.7 million increase in total compensation, reflecting higher headcount for both the Transportation Services and Mobile Health segments; a $22.6 million increase in subcontracted labor, driven mostly by the Mobile Health segment, where revenue increases outpaced the Company’s ability to service such revenue solely with internal resources, temporarily causing the Company to rely increasingly on subcontracted labor; a $6.5 million increase in medical supplies, due to the purchase of COVID-19 test kits and the need for increased personal protective equipment (PPE) and related supplies, and the increased cost thereof as a result of increased demand during the pandemic; and a $3.2 million increase in vehicle costs, driven by a continued increase in the Company’s vehicle fleet and higher fuel and maintenance costs; and a $2.4 million increase in facilities and other costs of sales, relating to the Company’s increased scale and geographic presence. These items were partially offset by a $4.2 million decrease in lab fees related to COVID-19 testing activity, reflecting lower per-test lab fees, and a shift toward rapid tests.

For the Transportation Services segment, cost of revenues (exclusive of depreciation and amortization) in the three months ended March 31, 2022 amounted to $21.5 million, up $6.8 million, or 46%, from the three months ended March 31, 2021. Cost of revenues as a percentage of revenues was unchanged at 77.3% in both periods, as 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 was offset by the impact of higher hourly wages in certain markets and increased overtime for field employees, and increased fuel costs, as described above.

For the Mobile Health segment, cost of revenues (exclusive of depreciation and amortization) in the three months ended March 31, 2022 amounted to $56.5 million up 167% from $21.2 million in the three months ended March 31, 2021. Cost of revenues as a percentage of revenues decreased to 62.7% from 69.0%, due to the increase in revenues, lower average per-test lab fees and the increased number of higher-margin, hourly-based programs in the first quarter of 2022, which outweighed the increased use of higher cost subcontracted labor and significant increases in medical and general supply costs, as described above.


Operating Expenses

For the three months ended March 31, 2022, the Company recorded $29.8 million of operating expenses compared to $15.7 million for the three months ended March 31, 2021, an increase of 90%. As a percentage of revenue, operating expenses declined from 31.6% in the first quarter of 2021 to 25.3% in the first quarter of 2022, due primarily to the significant increase in overall revenues described above, coupled with the semi-fixed nature cost of the corporate infrastructure. The increase of $14.1 million related primarily to a $10.4 million increase in payroll due to investments in and expansion of corporate infrastructure to support the revenue growth; a $0.5 million increase in sales and marketing cost, driven by higher sales commissions and increased marketing activity arising from the expansion of the Mobile Health segment; a $0.8 million increase in travel and entertainment expenses, reflecting both the growth of the overall employee base, as well as increased business development related activities for both the Transportation Services and Mobile Health segments; a $0.6 million increase in depreciation and amortization due to an increase in assets to support revenue growth and capitalized software amortization; a $1.0 million increase in legal, accounting and other professional fees related to increased revenue and related contract generation, Directors and Officers insurance and SEC filing-related costs; a $0.5 million increase in office-related expenses, owing to the Company’s ongoing growth and geographic expansion; a $0.5 million increase in IT infrastructure, driven by the Company’s business and headcount expansion; a $0.5 million increase in bad debt expense, in line with the increase in overall revenues during the period. These were partially offset by a $0.7 million net decline in insurance expenses, reflecting the Company’s new captive insurance program for automobile and workers compensation insurance.

For the Transportation Services segment, operating expenses in the three months ended March 31, 2022 were $15.6 million, up $7.0 million, or 82%, from the three months ended March 31, 2021. Operating expenses as a percentage of revenues increased to 56.1% from 45.2% in the prior year period, despite the increase in Transportation Services revenues, due to a significant increase in corporate infrastructure, all of which is allocated to the Transportation Services segment. The increased operating expenses, in dollar terms, in the three months ended March 31, 2022 primarily reflected higher costs for payroll, travel and entertainment, professional fees and depreciation, as described above.

For the Mobile Health segment, operating expenses in the three months ended March 31, 2022 were $14.2 million, compared to operating expenses of $7.1 million in the three months ended March 31, 2021. Operating expenses as a percentage of revenues decreased to 15.7% from 23.1% in 2020, despite significant expenditures made in the expansion of services and geographic areas of operation, as well as the buildout of the Mobile Health management infrastructure throughout 2021 and the early part of 2022, due to the faster rate of increase in Mobile Health revenues. The increased operating expenses, in dollar terms, in 2021 were primarily driven by higher costs for payroll, subcontracted labor costs, travel and entertainment, marketing and IT infrastructure, and facilities costs, as described above.

Interest Income/(Expense), Net

For the three months ended March 31, 2022, the Company recorded $135,606 of net interest expense compared to $115,009 of interest expense in the three months ended March 31, 2021. The increase in net interest expense in the current period reflects an increase in payments made for leased vehicles, as the Company’s fleet expanded. This outweighed the impact of higher interest income in the 2022 period, resulting from an increase in the Company’s cash balances in income-bearing accounts.

Gain/(loss) on Remeasurement of Warrant Liabilities

During the three months ended March 31, 2022, the Company recorded a loss of $58,749 from the remeasurement of warrant liabilities, The warrants are marked-to-market in each reporting period, and this gain reflects the decline in DocGo’s stock price relative to the beginning of the period. No gain or loss was recorded in relation to the remeasurement of warrant liabilities in the first quarter of 2021.

Gain/(Loss) on Equity Method Investment

During the three months ended March 31, 2022, the Company recorded a loss of $83,341 representing its share of the losses incurred by an entity in which the Company has a minority interest, which is accounted for under the equity method. This investment was made in the second half of 2021, and as such, no gain or loss was recorded in relation to an equity method investment in the first quarter of 2021.


Income Tax (Expense)/Benefit

During the three months ended March 31, 2022, the Company recorded income tax expense of $0.4 million, compared to an income tax expense of $10,029 in the three months ended March 31, 2021. The increase in income tax expense resulted from the higher level of pretax income as well as state income taxes in jurisdictions the Company entered during the past year.

Noncontrolling Interest

For the three months ended March 31, 2022, the Company had a net loss attributable to noncontrolling interest of approximately $1.3 million, compared to a net loss attributable to noncontrolling interest of $0.3 million for the three months ended March 31, 2021. The increased loss reflected ongoing investments in new markets that were entered into during 2021.

 

Liquidity and Capital Resources

 

AsSince inception, DocGo has completed three equity financing transactions that served as the Company’s principal source of September 30,liquidity, with minimal debt incurred. Generally, the Company utilized equity raised to finance operations during its development phase, investments in assets, ambulance operating licenses and funding working capital. The Company has also funded these activities through operating cashflows. In November 2021, we hadupon the completion of the merger between Motion Acquisition Corp. and Ambulnz, Inc., the Company received proceeds of approximately $60,000$158.1 million, net of transaction expenses. Although the Company generated positive net income in the three months ended March 31, 2022, operating cash flows may not be 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 Company using 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, our operating bank accountlevel of investment in technology, and approximately $47,000rate of negative working capital.growth in existing and into new markets. The cost of ongoing technology development is another factor that is considered. Capital requirements might also be affected by factors which the Company cannot control, such as interest rates, 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 operations evolves, the Company will continuously assess 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 or choose to raise additional capital through debt or equity financings.

 

UntilConsidering the timeforegoing, DocGo anticipates that existing balances of our Initial Public Offering on October 19, 2020, our liquidity needs were satisfied through a payment of $25,000cash and cash equivalents, future expected cash flows generated from our Chief Executive Officeroperations and an available line of credit (as discussed in Note 8, “Line of Credit” to fund certain offering costs in exchangethe Condensed Consolidated Financial Statements) will be sufficient to satisfy operating requirements for at least the issuance of shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”) to Motion Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and advances to us from our Sponsor of approximately $71,000 under a related party note payable to pay for other offering costs in connection with the Initial Public Offering. Subsequent to October 19, 2020 through September 30, 2021, our liquidity needs were satisfied from the net proceeds of the consummation of the Private Placement not held in the Trust Account. We fully repaid the note payable on October 19, 2020. In addition, in order to finance transaction costs in connection with a business combination, our officers, directors and initial stockholders could have provided us with loans (“Working next twelve months.

Capital Loans”), although they were not required to do so. At September 30, 2021 andResources

Comparison as of the closing of the Business Combination, there were no Working Capital Loans outstanding.March 31, 2022 and March 31, 2021

 

We used substantially all of the funds held in the Trust Account to complete the Business Combination. Funds held in the Trust Account were also used to fund the redemption of Class A common stock.

We had sufficient cash on hand to fund operations through the date of the Business Combination on November 5, 2021. Subsequent to the Business Combination management believes that we will be able to fund current and foreseeable liquidity needs with cash on hand and cash generated from operations.

Revision to Previously Reported Financial Statements

  

Three Months Ended
March 31,

       
$ in Millions 2022  2021  Change
$
  Change
%
 
Working capital            
Current Assets $268.2  $62.7  $205.5   328%
Current Liabilities  61.0   31.0   30.0   97%
Total working capital $207.2  $31.7  $175.5   554%

 

As discussed in Note 2of March 31, 2022, available cash totaled $188.4 million, which represented an increase of $160.2 million as compared to the accompanying unaudited condensed consolidated financial statements, the Company revised its previously filed financial statements to classify all of its Class A common stock that is subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering, in accordance with ASC 480. The impact of the revision to the audited consolidated balance sheet as of December 31, 2020 and the unaudited consolidated balance sheets at March 31, 2021, reflecting the receipt of the proceeds from the merger described above, as well as positive cash flow. As of March 31, 2022, working capital amounted to $207.2 million, which represented an increase of $175.5 million as compared to March 31, 2021, primarily reflecting the increased cash balance. Increased accounts receivable, reflecting the growth of the business in 2021 and June 30,the early part of 2022, were partially offset by increases in current liabilities, which reflected the growth of the business and resulted from extended payment terms from vendors.


Cash Flows

Three months ended March 31, 2022 and 2021 were reclassifications of $17.2 million, $15.2 million and $18.2 million, respectively, from total stockholders’ equity (deficit) to Class A common stock subject to possible redemption in temporary equity. There was no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss).

  Three Months Ended
March 31,
       
$ in Millions 2022  2021  Change  Change 
Cash Flow Summary            
Net cash provided by/(used in) operating activities $18.2  $(1.4)  19.6    
Net cash provided by/(used in) investing activities  (1.1)  (1.3)  0.2   (15%)
Net cash provided by/(used in) financing activities  2.5   (0.6)  1.9     
Effect of exchange rate changes  0.0   0.0   (0.0)  0%
Net (decrease) increase in cash $19.6  $(3.3)  21.7     

Operating Activities

 

ResultsDuring the three months ended March 31, 2022, operating activities provided $18.2 million of Operationscash, aided by net income of $9.4 million. Non-cash charges amounted to $4.8 million and included $1.6 million in depreciation of property and equipment and right-of-use assets, $0.6 million from amortization of intangible assets, $1.2 million in bad debt expense primarily related to a provision for potential uncollectible accounts receivable and $1.4 million of stock compensation expense. Changes in assets and liabilities resulted in approximately $4.1 million in additional operating cash flow, as a $1.1 million decrease in accounts receivable, a $2.2 million decrease in other assets and a $3.1 increase in accrued liabilities outweighed the effect of a $1.5 million increase in prepaid expenses and a $0.7 million decline in accounts payable. Operating cash flow in the first quarter of 2022 was aided by collections of large accounts receivable from invoices generated in the fourth quarter of 2021.

 

Our entire activity since inception on August 11, 2020 through September 30,During the three months ended March 31, 2021, wasoperating activities used $1.4 million of cash and primarily resulted from a net loss of $2.0 million and changes in preparationassets and liabilities, which were partially offset by non-cash charges of $2.7 million. The non-cash items included $0.7 million of bad debt expense primarily related to a provision for our formation, our Initial Public Offering,potential uncollectible accounts receivable, $1.2 million resulting from the depreciation of property and since consummating our Initial Public Offering, the search for business combination candidatesequipment and negotiating the termsright-of-use assets, $0.4 million from amortization of intangible assets, and $0.4 million of stock compensation expense. Changes in assets and liabilities resulted in approximately $2.0 million in negative operating cash flow and were primarily driven by a merger with our selected target company. We did not generate any revenues prior to the consummation of the Business Combination.$7.1 million increase in accounts receivable and a $1.1 million increase in prepaid expenses and other current assets, which were partially offset by a $6.2 million increase in combined accounts payable and accrued expenses.

 

ForInvesting Activities

During the three months ended September 30, 2021, we had net incomeMarch 31, 2022, investing activities used $1.1 million of approximatelycash and primarily consisted of the acquisition of property and equipment totaling $0.5 million which included non-operating incomeand the acquisition of approximately $0.9intangibles in the amount of $0.6 million arising fromto support the change in fair valueongoing growth of warrant liabilities and general and administrative expenses totaling approximately $0.3 million.the business.

 

ForDuring the ninethree months ended September 30,March 31, 2021, we had a net lossinvesting activities used $1.3 million of approximatelycash and primarily consisted of the acquisition of property and equipment totaling $0.8 million and the acquisition of intangibles in the amount of $0.5 million which included non-operating incometo support growth of approximately $0.4 million arising from the change in fair value of warrant liabilitiesnew transportation and general and administrative expenses totaling approximately $1.0 million.mobile health markets.

 

Contractual ObligationsFinancing Activities

 

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

During the three months ended March 31, 2021, financing activities used $0.5 million of cash, as noncontrolling interest contributions were outweighed by repayments made on notes payable and finance leases.


Future minimum annual maturities of notes payable as of March 31, 2022 are as follows:

  Notes Payable 
2022, remaining $0.4 
2023 $0.5 
2024 $0.3 
2025 $0.3 
2026 $0.2 
2027 and thereafter $0.1 
Total maturities $1.8 
Current portion of notes payable $(0.6
Long-term portion of notes payable $1.2 

Future minimum lease payments under operating leases as of March 31, 2022, and for the following five fiscal years and thereafter are as follows:

  Operating Leases 
2023 $1.2 
2024 $1.3 
2025 $0.9 
2026 $0.9 
2027 $0.4 
2028 and thereafter $0.0 
Total future minimum lease payments $4.7 
Less effects of discounting $(0.5)
Present value of future minimum lease payments $4.2 

Future minimum lease payments under finance leases as of March 31, 2022, and for the following five fiscal years and thereafter are as follows:

 

The Sponsor is entitled to registration rights pursuant to a registration rights agreement. The Sponsor will be entitled to make up to three demands, excluding short form registration demands, that we register the Founder Shares and Private Placement Warrants. In addition, the Sponsor has “piggy-back” registration rights to include its securities in other registration statements filed by us. We will bear the expenses incurred in connection with the filing of any such registration statements.

  Finance Leases 
2023 $2.9 
2024 $3.0 
2025 $1.8 
2026 $1.8 
2027 $1.2 
2028 and thereafter $0.1 
Total future minimum lease payments $10.8 
Less effects of discounting $(1.1)
Present value of future minimum lease payments $9.7 


 

 

Commitments and Other Obligations

As of September 30, 2021, we did not have any lease obligations or purchase commitments, and we had no long-term liabilities other than the warrant liabilities of $8.6 million and the deferred underwriting commission of $4.0 million that was payable from the Trust Account upon consummating our initial business combination. In addition, upon consummation of the Merger described herein, we were obligated to pay an M&A advisory fee to Barclays Capital Inc. from the Trust Account in the amount of approximately $3.0 million.

Critical Accounting Policies

Basis of Presentation

The preparation of financial statementsCompany’s Condensed Consolidated Financial Statements are presented in accordanceconformity with accounting principles generally accepted in the United States requires managementof America (“U.S. GAAP”) and pursuant to make estimatesthe rules and assumptions that affectregulations of the amounts reportedSecurities and Exchange Commission (“SEC”). The Condensed Consolidated Financial Statements include the accounts and operations of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation. Noncontrolling interests (“NCI”) on the Condensed Consolidated Financial Statements represent the portion of consolidated joint ventures and a variable interest entity in the financial statements and accompanying notes. Actual results could differ from those estimates. The Company has identified the following as its critical accounting policies:

Derivative Warrant Liabilities

We account for the warrants issued in connection with our Initial Public Offering and Private Placement in accordance with the guidance contained in ASC 815-40, under which the warrants doCompany does not meet the criteria forhave direct equity treatmentownership. Accounts and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised and any change in fair value is recognized in our statement of operations. The fair value of the warrants was determined using Monte Carlo simulations at the Initial Public Offering date and at December 31, 2020, and subsequently by reference to the quoted price of the Public Warrants on the Nasdaq Stock Market.

Class A Common Stock Subject to .Possible Redemption.

We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. In all other circumstances, our shares of Class A common stock are classified within stockholders’ equity. Prior to the consummation of the Business Combination, our Public Shares featured certain redemption rights that were considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at both September 30, 2021 and December 31, 2020, 11,500,000 shares of Class A common stock subject to possible redemption were classified as temporary equity in the accompanying condensedtransactions between consolidated balance sheets, outside of the stockholders’ equity section.

Immediately upon the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount value. The change in the carrying value of shares of the redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

Net Income (Loss) Per Common Share

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Weentities have two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

We did not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 6,366,666 shares of common stock in the calculation of diluted income (loss) per share because their exercise is contingent upon future events and since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss per share for the three months ended September 30, 2021, and 2020, and for the nine months ended September 30, 2021, and the period from August 11, 2020 (inception) through September 30, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.been eliminated.

 

Off-Balance Sheet ArrangementsPursuant to the Business Combination, the merger between Motion and Ambulnz, Inc. was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Motion was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Ambulnz, Inc. stock for the net assets of Motion, accompanied by a recapitalization. The net assets of Motion are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Ambulnz, Inc. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio (645.1452 to 1) established in the Business Combination. Further, Ambulnz, Inc. was determined to be the accounting acquirer in the transaction, as such, the acquisition is considered a business combination under Accounting Standards Codification (“ASC”), Topic 805, Business Combinations, (“ASC 805”) and was accounted for using the acquisition method of accounting.

AsPrinciples of September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.Consolidation

JOBS Act

The Jumpstart Our Company’s Condensed Consolidated Financial Statements include the accounts of DocGo Inc and its subsidiaries. All significant intercompany transactions and balances have been eliminated in these Condensed Consolidated Financial Statements.

The Company holds a variable interest in MD1 Medical Care P.C. (“MD1”), which contracts with physicians and other health professionals in order to provide services to the Company. MD1 is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impacts the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of MD1 and funds and absorbs all losses of the VIE and appropriately consolidates MD1. 

Net loss for the VIE was $85,379 as of March 31, 2022. The VIE’s total assets, all of which were current, amounted to $509,769 on March 31, 2022. Total liabilities, all of which were current for the VIE, was $1,020,254 on March 31, 2022. The VIE’s total stockholders’ deficit was $510,485 on March 31, 2022.

Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirementsCombinations

The Company accounts for qualifying public companies. We qualify as an “emerging growth company” andits business combinations under the JOBS Actprovisions 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 allowedrecorded 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 complybe recognized and reported apart from goodwill.

Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement-period adjustments. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: 1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or 2) if the contingent consideration is classified as a liability, the changes in fair value are recognized in earnings. For transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. The Company capitalizes acquisition-related costs and fees associated with new or revised accounting pronouncementsasset 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 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 effective date for private (not publicly traded) companies. We are electingcontrol of management, and such variations may be significant to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.estimated values. 

 


 

Additionally, weGoodwill and Indefinite-Lived Intangible Assets

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

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

Any excess in carrying value over the estimated fair value is recorded as impairment loss and charged to the results of operations in the period such determination is made. For the periods ended December 31, 2021 and 2020, management determined that there was no impairment loss required to be recognized in the carrying value of goodwill or other reduced reporting requirementsintangible assets. The Company selected December 31 as its annual testing date. 

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 JOBS Act. SubjectCompany as the performance obligations are fulfilled, therefore the Company satisfies performance obligations immediately. The Company has utilized the “right to certain conditions set forthinvoice” expedient which allows an entity to recognize revenue in the JOBS Act,amount of consideration to which the entity has the right to invoice when the amount that the Company has the right to invoice corresponds directly to the value transferred to the customer. Revenues are recorded net of an estimated contractual allowances for claims subject to contracts with responsible paying entities. The Company estimates contractual allowances at the time of billing based on contractual terms, historical collections, or other arrangements. All transaction prices are fixed and determinable which includes a fixed base rate, fixed mileage rate and an evaluation of historical collections by each payer. 

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 as an “emerging growth company,” we choose to rely on such exemptions we maybased upon the weight of available evidence, it is more likely than not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) providethat some or all of the compensation disclosuredeferred 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 maythe benefit would more likely than not be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adoptedrealized assuming examination by the PCAOB regarding mandatory audit firm rotation or a supplementtaxing 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 auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.Condensed Consolidated Financial Statements.

 


Item 3. Quantitative and Qualitative Disclosures Aboutabout Market Risk

We are a smaller reporting company, as defined by Rule 12b-2 ofunder the Exchange Act and in Item 10(f)(1) of Regulation S-K, and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

Under the supervision and withBased on our management’s evaluation (with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and proceduresofficer), as of the end of the fiscal quarter ended September 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based onperiod covered by this evaluation,report, our principal executive officer and principal financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were not(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 as of September 30, 2021, because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex features of the redeemable Class A common stock issued by the Company was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s balance sheet as of October 19, 2020, its financial statements for the period ended December 31, 2020 and its interim financial statements for the quarters ended March 31, 2021 and June 30, 2021.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in ourreports that we file or submit under the Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’sSecurities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, 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.

Changes in Internal Control over Financial Reporting

There waswere no changechanges 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 three monthsquarter ended September 30, 2021 covered by this Quarterly Report on Form 10-QMarch 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except as described below.

The Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex features of the redeemable Class A common stock. The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

 


 

PART II -II. OTHER INFORMATION

Item 1. Legal Proceedings

We and other participants in the healthcare industry are subject to legal proceedings, claims and litigation arising in the ordinary course of our business. Descriptions of certain legal proceedings to which we are a party are contained in Note 18, “Legal Proceedings” of the Notes to our Condensed Consolidated Financial Statements.

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.

Item 1A. Risk Factors

Factors that could causematerially and adversely affect our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K/A filed with the SEC on November 23, 2021. Any of these factors could result in a significant business, financial condition and/or material adverse effect on our results of operations or financial condition.are described in the 2021 Form 10-K. 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 Amendment No. 1,Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on2021 Form 10-K/A filed with10-K, other than the SEC on November 23, 2021, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.inflation rate risk discussed below.

 

Inflation Rate Risk

Beginning in April 2021, the inflation rate in the US, as measured by the Consumer Price Index (CPI) has steadily increased. In 2019, the inflation rate was approximately 1.8%, while it dropped to approximately 1.2% in 2020. These data are reported monthly, showing year-over-year changes in prices across a basket of goods and services. For 2021, inflation increased from the 1.4%-2.6% range in the first quarter, to 4.2% in April, and was in the 5.0% range through the end of the third quarter of 2021, before increasing to the 6.0%-7.0% range in the fourth quarter. For the full year, the inflation rate was 4.7% in 2021, the highest annual rate since the 5.4% rate recorded in 1990. The inflation rate continued to increase throughout the first quarter of 2022, reaching approximately 8.5% in March 2022. The increased inflation rate has had an impact on the Company’s expenses in several areas, including wages, fuel and medical and other supplies. This has compressed gross profit margins, as the Company is generally unable to pass these higher costs on to its customers, particularly in the short term. Looking to the rest of 2022, we anticipate a moderation of the inflation rate when compared to the first quarter of the year, but expect that inflation will remain above the levels seen in the previous 10 years, when the annual inflation rate ranged from 0.1% to 2.4%. If inflation is above the levels that the Company anticipates in 2022, gross margins could be below plan and our business, operating results and cash flows may be adversely affected.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.Proceeds

On October 19, 2020, we consummated the Initial Public Offering of 11,500,000 Units. The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $115 million. Barclays Capital Inc. acted as sole book-running manager. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-249061). The Securities and Exchange Commission declared the registration statement effective on October 14, 2020.None.

Simultaneous with the consummation of the Initial Public Offering, the Company consummated the Private Placement of an aggregate of 2,533,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating total proceeds of $3.8 million. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Company granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 1,725,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On November 16, 2020, the underwriter advised the Company that it would not exercise the over-allotment option.

Of the gross proceeds received from the Initial Public Offering and sale of the Private Placement Warrants, $115,000,000 was placed in the Trust Account.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.


Item 6. Exhibits.Exhibits

Exhibit
Number

Description
3.1Second 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).
3.2Amended 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*Form of Grant Notice for Nonqualified Stock Options
10.2*Form of Grant Notice for Incentive Stock Options
10.3*Form of Restricted Stock Unit Grant Notice and Agreement
10.4*DocGo Inc. 2021 Stock Incentive Plan
31.1*Certification of Chiefthe Principal Executive Officer (Principal Executive Officer) Pursuantpursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-OxleyExchange Act of 2002.
31.2*Certification of Chiefthe Principal Financial Officer (Principal Financial and Accounting Officer) Pursuantpursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-OxleyExchange Act of 2002.
32.1**Certification of Chiefthe Principal Executive Officer (Principal Executive Officer) Pursuantpursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuantadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002
32.2**Certification of Chiefthe Principal Financial Officer (Principal Financialpursuant to Rule 13a-14(b) of the Exchange Act and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuantadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002
101.INS101.INS*Inline XBRL Instance Document
101.SCH101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

*These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.Filed herewith.
**Furnished herewith


 

SIGNATURES

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereuntothereunto duly authorized.

Dated: November 23, 2021DocGo Inc.
 
Date: May 10, 2022By:/s/ Andre Oberholzer
Name:  Andre Oberholzer
 Title:Chief Financial Officer
(Principal Financial and Accounting Officer and Authorized Signatory)

 


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