Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | DocGo Inc. | ||
Trading Symbol | DCGO | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 102,508,188 | ||
Entity Public Float | $ 615,536,965 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001822359 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39618 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-2515483 | ||
Entity Address, Address Line One | 35 West 35th Street | ||
Entity Address, Address Line Two | Floor 6 | ||
Entity Address, State or Province | NY | ||
Entity Address, City or Town | New York | ||
Entity Address, Postal Zip Code | 10001 | ||
City Area Code | (844) | ||
Local Phone Number | 443-6246 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 1013 | ||
Auditor Name | Urish Popeck & Co., LLC | ||
Auditor Location | Pittsburgh, PA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 157,335,323 | $ 175,537,221 |
Accounts receivable, net of allowance of $7,818,702 and $7,377,389 as of December 31, 2022 and December 31, 2021, respectively | 102,995,397 | 78,383,614 |
Prepaid expenses and other current assets | 6,269,841 | 2,111,656 |
Assets held for sale | 4,480,344 | |
Total current assets | 271,080,905 | 256,032,491 |
Property and equipment, net | 21,258,175 | 12,733,889 |
Intangibles, net | 22,969,246 | 10,678,049 |
Goodwill | 38,900,413 | 8,686,966 |
Restricted cash | 6,773,751 | 3,568,509 |
Operating lease right-of-use assets | 9,074,277 | 4,195,682 |
Finance lease right-of-use assets | 9,039,663 | 9,307,113 |
Equity method investment | 597,977 | 589,058 |
Deferred tax assets | 9,957,967 | |
Other assets | 3,625,254 | 3,810,895 |
Total assets | 393,277,628 | 309,602,652 |
Current liabilities: | ||
Accounts payable | 21,582,866 | 15,833,970 |
Accrued liabilities | 31,573,031 | 35,110,877 |
Line of credit | 25,881 | |
Notes payable, current | 664,913 | 600,449 |
Due to seller | 26,244,133 | 1,571,419 |
Contingent consideration | 10,555,540 | |
Operating lease liability, current | 2,325,024 | 1,461,335 |
Liabilities held for sale | 4,480,344 | |
Finance lease liability, current | 2,732,639 | 3,271,990 |
Total current liabilities | 100,158,490 | 57,875,921 |
Notes payable, non-current | 1,236,601 | 1,302,839 |
Operating lease liability, non-current | 7,040,982 | 2,980,946 |
Finance lease liability, non-current | 5,914,164 | 6,867,420 |
Warrant liabilities | 13,518,502 | |
Total liabilities | 114,350,237 | 82,545,628 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY: | ||
Class A common stock ($0.0001 par value; 500,000,000 shares authorized as of December 31, 2022 and December 31,2021; 102,411,162 and 100,133,953 shares issued and outstanding as of December 31, 2022 and December 31,2021, respectively) | 10,241 | 10,013 |
Additional paid-in-capital | 301,451,435 | 283,161,216 |
Accumulated deficit | (28,972,216) | (63,556,714) |
Accumulated other comprehensive income/(loss) | 741,206 | (32,501) |
Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries | 273,230,666 | 219,582,014 |
Noncontrolling interests | 5,696,725 | 7,475,010 |
Total stockholders’ equity | 278,927,391 | 227,057,024 |
Total liabilities and stockholders’ equity | $ 393,277,628 | $ 309,602,652 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Net of allowance (in Dollars) | $ 7,818,702 | $ 7,377,389 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 102,411,162 | 100,133,953 |
Common stock, shares outstanding | 102,411,162 | 100,133,953 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue, net | $ 440,515,746 | $ 318,718,580 |
Cost of revenues (exclusive of depreciation and amortization, which is shown separately below) | 285,794,520 | 208,971,062 |
General and administrative | 103,403,416 | 74,892,828 |
Depreciation and amortization | 10,565,578 | 7,511,579 |
Legal and regulatory | 8,780,590 | 3,907,660 |
Technology and development | 5,384,853 | 3,320,183 |
Sales, advertising and marketing | 4,755,161 | 4,757,970 |
Total expenses | 418,684,118 | 303,361,282 |
Income from operations | 21,831,628 | 15,357,298 |
Interest income (expense), net | 762,685 | (763,030) |
Gain on remeasurement of warrant liabilities | 1,127,388 | 5,199,496 |
Gain (loss) on equity method investment | 8,919 | (66,818) |
Gain on remeasurement of finance leases | 1,388,273 | |
Gain on bargain purchase | 1,593,612 | |
Gain from PPP loan forgiveness | 142,667 | |
Loss on disposal of fixed assets | (21,173) | (34,342) |
Goodwill impairment | (2,921,958) | |
Other expenses | (987,482) | (40,086) |
Total other income | 950,264 | 4,437,887 |
Net income before income tax benefit (expense) | 22,781,892 | 19,795,185 |
Benefit (provision) for income tax | 7,961,321 | (615,697) |
Net income | 30,743,213 | 19,179,488 |
Net loss attributable to noncontrolling interests | (3,841,285) | (4,564,270) |
Net income attributable to stockholders of DocGo Inc. and Subsidiaries | 34,584,498 | 23,743,758 |
Foreign currency translation adjustment | 773,707 | 16,038 |
Total comprehensive income | $ 35,358,205 | $ 23,759,796 |
Net income per share attributable to DocGo Inc. and Subsidiaries - Basic (in Dollars per share) | $ 0.34 | $ 0.3 |
Weighted-average shares outstanding - Basic (in Shares) | 101,228,369 | 80,293,959 |
Net income per share attributable to DocGo Inc. and Subsidiaries - Diluted (in Dollars per share) | $ 0.34 | $ 0.25 |
Weighted-average shares outstanding - Diluted (in Shares) | 102,975,831 | 94,863,613 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) | Series A Preferred Stock | Class A Common Stock | Class B Common Stock | Additional Paid-in-Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Noncontrolling Interests | Total |
Balance at Dec. 31, 2020 | $ 142,346,852 | $ (87,300,472) | $ (48,539) | $ 11,949,200 | $ 66,947,041 | |||
Balance (in Shares) at Dec. 31, 2020 | 28,055 | 35,497 | 55,008 | |||||
Effect of reverse acquisition | ||||||||
Effect of reverse acquisition (in Shares) | 18,099,548 | 22,900,719 | 35,488,938 | |||||
Conversion of share due to merger recapitalization | $ 7,649 | 7,649 | ||||||
Conversion of share due to merger recapitalization (in Shares) | (18,099,548) | (22,900,719) | (35,488,938) | |||||
Effect of reverse acquisition | $ 7,649 | 142,346,852 | (87,300,472) | (48,539) | 11,949,200 | 66,954,690 | ||
Effect of reverse acquisition (in Shares) | 76,489,205 | |||||||
Share issued for services | $ 17 | 17 | ||||||
Share issued for services (in Shares) | 171,608 | |||||||
Exercise of cashless warrants | $ 182 | 182 | ||||||
Exercise of cashless warrants (in Shares) | 1,817,507 | |||||||
Issuance of shares net redemption and issuance costs of $9,566,304 | $ 530 | 43,404,558 | 43,405,088 | |||||
Issuance of shares net redemption and issuance costs of $9,566,304 (in Shares) | 5,297,097 | |||||||
PIPE, net of issuance costs of $10,396,554 | $ 1,250 | 114,602,318 | 114,603,568 | |||||
PIPE, net of issuance costs of $10,396,554 (in Shares) | 12,500,000 | |||||||
Exercise of stock options | $ 123 | 628,469 | 628,592 | |||||
Exercise of stock options (in Shares) | 1,235,131 | |||||||
Stock based compensation | 1,376,353 | 1,376,353 | ||||||
Fair value of Warrants from reverse acquisition | (18,717,998) | (18,717,998) | ||||||
U.K. Ltd. Shares purchase (Note 4) | $ 5 | (479,336) | (242,945) | (722,276) | ||||
U.K. Ltd. Shares purchase (Note 4) (in Shares) | 50,192 | |||||||
Sponsor Earnout shares | $ 257 | 257 | ||||||
Sponsor Earnout shares (in Shares) | 2,573,213 | |||||||
Noncontrolling interest contribution | 333,025 | $ 333,025 | ||||||
Cashless exercise of options (in Shares) | 1,235,130 | |||||||
Foreign currency translation | 16,038 | $ 16,038 | ||||||
Net loss attributable to Noncontrolling interests | (4,564,270) | (4,564,270) | ||||||
Net income attributable to stockholders of DocGo Inc. and Subsidiaries | 23,743,758 | 23,743,758 | ||||||
Balance at Dec. 31, 2021 | $ 10,013 | 283,161,216 | (63,556,714) | (32,501) | 7,475,010 | 227,057,024 | ||
Balance (in Shares) at Dec. 31, 2021 | 100,133,953 | |||||||
Equity cost | (19,570) | (19,570) | ||||||
Exercise of stock options | $ 105 | 1,980,674 | 1,980,779 | |||||
Exercise of stock options (in Shares) | 1,053,401 | |||||||
Stock based compensation | 7,183,992 | 7,183,992 | ||||||
Noncontrolling interest contribution | 2,063,000 | 2,063,000 | ||||||
Common stock repurchased | $ (54) | (3,731,658) | (3,731,712) | |||||
Common stock repurchased (in Shares) | (536,839) | |||||||
Cashless exercise of options | $ 36 | (230) | $ (194) | |||||
Cashless exercise of options (in Shares) | 354,276 | 1,699,720 | ||||||
Restricted stock units | 495,579 | $ 495,579 | ||||||
Share warrants conversion | $ 141 | 12,381,432 | 12,381,573 | |||||
Share warrants conversion (in Shares) | 1,406,371 | |||||||
Foreign currency translation | 773,707 | 773,707 | ||||||
Net loss attributable to Noncontrolling interests | (3,841,285) | (3,841,285) | ||||||
Net income attributable to stockholders of DocGo Inc. and Subsidiaries | 34,584,498 | 34,584,498 | ||||||
Balance at Dec. 31, 2022 | $ 10,241 | $ 301,451,435 | $ (28,972,216) | $ 741,206 | $ 5,696,725 | $ 278,927,391 | ||
Balance (in Shares) at Dec. 31, 2022 | 102,411,162 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders’ Equity (Parentheticals) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net redemption and issuance costs | $ 9,566,304 |
Net of issuance costs | $ 10,396,554 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 30,743,213 | $ 19,179,488 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation of property and equipment | 4,114,346 | 2,312,437 |
Amortization of intangible assets | 3,214,814 | 1,845,193 |
Amortization of finance lease right-of-use assets | 3,236,418 | 2,913,925 |
Loss on disposal of assets | 21,173 | 34,342 |
Deferred tax asset | (9,957,967) | |
Gain from PPP loan forgiveness | (142,667) | |
(Loss) gain on equity method investment | (8,919) | 66,818 |
Bad debt expense | 3,815,187 | 4,467,956 |
Stock based compensation | 8,054,571 | 1,376,353 |
Gain on remeasurement of finance leases | (1,388,273) | |
Gain on remeasurement of warrant liabilities | (1,127,388) | (5,199,496) |
Gain on bargain purchase | (1,593,612) | |
Goodwill impairment | 2,921,958 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (8,415,793) | (57,996,613) |
Cash held for sale | 190,312 | |
Prepaid expenses and other current assets | (4,181,035) | (961,165) |
Other assets | 1,557,655 | (2,490,564) |
Accounts payable | 3,637,305 | 11,879,850 |
Accrued liabilities | (5,964,064) | 20,766,723 |
Net cash provided by (used in) operating activities | 28,869,901 | (1,947,420) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (3,198,234) | (4,808,409) |
Acquisition of intangibles | (2,299,558) | (1,849,136) |
Acquisition of businesses | (32,953,179) | (1,300,000) |
Proceeds from disposal of property and equipment | 3,000 | 74,740 |
Acquisition of leased assets | (50,504) | |
Investments in equity method investment | (655,876) | |
Net cash used in investing activities | (38,447,971) | (8,589,185) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from revolving line of credit | 8,000,000 | |
Repayments of revolving line of credit | (25,881) | (8,000,000) |
Proceeds from FMC loan | 1,000,000 | |
Repayments of FMC loan | (1,000,000) | |
Repayments of notes payable | (925,151) | (604,826) |
Due to seller | (2,535,521) | (595,528) |
Noncontrolling interest contributions | 2,063,000 | 333,025 |
Proceeds from exercise of stock options | 1,980,585 | 628,592 |
Acquisition of U.K. Ltd remaining 20% shares | (479,331) | |
Common stock repurchased | (3,731,712) | |
Equity costs | (19,570) | |
Payments on obligations under finance lease | (2,985,568) | (2,216,309) |
Issuance costs related to merger recapitalization | (19,961,460) | |
Proceeds from issuance of Class A common stock, net of transaction cost | 178,102,313 | |
Net cash (used in) provided by financing activities | (6,179,818) | 155,206,476 |
Effect of exchange rate changes on cash and cash equivalents | 761,232 | (21,414) |
Net increase in cash and restricted cash | (14,996,656) | 144,648,457 |
Cash and restricted cash at beginning of period | 179,105,730 | 34,457,273 |
Cash and restricted cash at end of period | 164,109,074 | 179,105,730 |
Supplemental disclosure of cash and non-cash transactions: | ||
Cash paid for interest | 197,005 | 315,272 |
Cash paid for interest on finance lease liabilities | 559,596 | 525,476 |
Cash paid for income taxes | 1,505,235 | 615,697 |
Right-of-use assets obtained in exchange for lease liabilities | 5,035,201 | 5,271,662 |
Fixed assets acquired in exchange for notes payable | 923,377 | 1,113,102 |
Gain from PPP loan forgiveness | 142,667 | |
Due to Seller non cash | 434,494 | |
Cash | 157,335,323 | 175,537,221 |
Restricted Cash | 6,773,751 | 3,568,509 |
Total cash and restricted cash shown in Consolidated Statements of Cash Flows | 164,109,074 | 179,105,730 |
Non-cash investing activities Acquisition of business funded by acquisition payable | $ 46,324,909 | $ 1,028,942 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | 1. Description of Organization and Business Operations On November 5, 2021 (the “Closing Date”), DocGo Inc., a Delaware corporation (formerly known as Motion Acquisition Corp) (prior to the Closing Date, “Motion” and after the Closing Date, “DocGo”), consummated the previously announced business combination (the “Closing”) pursuant to that certain Agreement and Plan of Merger dated March 8, 2021 (the “Merger Agreement”), by and among Motion Acquisition Corp., a Delaware corporation (“Motion”), Motion Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Motion (“Merger Sub”), and Ambulnz, Inc., a Delaware corporation (“Ambulnz”). In connection with the Closing, the registrant changed its name from Motion Acquisition Corp. to DocGo Inc. As contemplated by the Merger Agreement and as described in Motion’s definitive proxy statement/consent solicitation/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 14, 2021 (the “Prospectus”), Merger Sub was merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). As a result of the Merger, Ambulnz is a wholly-owned subsidiary of DocGo and each share of Series A preferred stock of Ambulnz, no par value (“Ambulnz Preferred Stock”), Class A common stock of Ambulnz, no par value (“Ambulnz Class A Common Stock”), and Class B common stock of Ambulnz, no par value (“Ambulnz Class B Common Stock,” together with Ambulnz Class A Common Stock, “Ambulnz Common Stock”) was cancelled and converted into the right to receive a portion of merger consideration issuable as common stock of DocGo, par value $0.0001 (“Common Stock”), pursuant to the terms and conditions set forth in the Merger Agreement. In connection with the Business Combination, the Company 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 concurrent PIPE private placement of shares of common stock to certain investors at a price of $10.00 per share (the “PIPE Financing), net of $10.4 million in transaction costs. These transaction costs consisted of banking, legal, and other professional fees which were recorded as a reduction to additional paid-in capital. The Business DocGo Inc. and Subsidiaries (collectively, the “Company”) is a healthcare transportation and Mobile Health services company (“Mobile Health”) that uses proprietary dispatch and communication technology to provide quality healthcare transportation and healthcare services in major metropolitan cities in the United States and the United Kingdom. Mobile Health performs in-person care directly to patients in the comfort of their homes, workplaces and other non-traditional locations. Ambulnz, LLC was originally formed in Delaware on June 17, 2015, as a limited liability company. On November 1, 2017, with an effective date of January 1, 2017, Ambulnz converted its legal structure from a limited liability company to a C-corporation and changed its name to Ambulnz, Inc. Ambulnz is the sole owner of Ambulnz Holdings, LLC (“Holdings”) which was formed in the state of Delaware on August 5, 2015, as a limited liability company. Holdings is the owner of multiple operating entities incorporated in various states in the United States as well as within England and Wales, United Kingdom. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying Consolidated Financial Statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The 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 Consolidated Balance Sheets represents the portion of consolidated joint ventures and a variable interest entity in which the Company does not have direct equity ownership. Accounts and transactions between consolidated entities have been eliminated. Pursuant to the Business Combination, the merger between Motion and Ambulnz, Inc. was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Motion was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Ambulnz, Inc. stock for the net assets of Motion, accompanied by a recapitalization. The net assets of Motion are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Ambulnz, Inc. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio (645.1452 to 1) established in the Business Combination. Further, Ambulnz, Inc. was determined to be the accounting acquirer in the transaction, as such, the acquisition is considered a business combination under Accounting Standards Codification (“ASC”), Topic 805, Business Combinations, (“ASC 805”) and was accounted for using the acquisition method of accounting. Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of DocGo Inc. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in these Consolidated Financial Statements. The Company holds a variable interest which contracts with physicians and other health professionals in order to provide services to the Company. MD1 Medical Care P.C. (“MD1”) is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impacts the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of MD1 and funds and absorbs all losses of the VIE and appropriately consolidates MD1. Total revenue for the VIE amounted to $2,857,463 as of December 31, 2022. Net loss for the VIE was $373,456 as of December 31, 2022. The VIE’s total assets, all of which were current, amounted to $610,553 on December 31, 2022. Total liabilities, all of which were current for the VIE, was $320,424 on December 31, 2022. The VIE’s total stockholders’ deficit was $290,130 on December 31, 2022. The Company made payments of $3,018,119 and $1,746,736 to MD1 and its affiliates during the years ended December 31, 2022 and 2021, respectively. Foreign Currency The Company’s functional currency is the U.S. dollar. The functional currency of our foreign operation is the respective local currency. Assets and liabilities of foreign operations denominated in local currencies are translated at the spot rate in effect at the applicable reporting date, except for equity accounts which are translated at historical rates. The Consolidated Statements of Operations and Comprehensive Income are translated at the weighted average rate of exchange during the applicable period. The resulting unrealized cumulative translation adjustment for the year of 2022 was $773,707. For the same period of 2021, it was not material to the financial statements. Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in its financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s financial statements relate to revenue recognition related to the allowance for doubtful accounts, stock based compensation, calculations related to the incremental borrowing rate for the Company’s lease agreements, estimates related to ongoing lease terms, software development costs, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, business combinations, reserve for losses within the Company’s insurance deductibles, income taxes, and deferred income tax. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Concentration of Credit Risk and Off-Balance Sheet Risk The Company is potentially subject to concentration of credit risk with respect to its cash, cash equivalents and restricted cash, which the Company attempts to minimize by maintaining cash, cash equivalents and restricted cash with institutions of sound financial quality. At times, cash balances may exceed limits federally insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the funds are held. The Company has no financial instruments with off-balance sheet risk of loss. Major Customers The Company had one customer that accounted for approximately 35% of sales and 45% of net accounts receivable, for the year ended December 31, 2022. The Company had one customer that accounted for approximately 23% of revenues and 26% of net accounts receivable, and another customer that accounted for 26% of revenues and 24% of net accounts receivable for the year ended December 31, 2021. Major Vendor The Company had one vendor that accounted for approximately 12% of total cost for the year ended December 31, 2022. The Company expects to maintain this relationship with the vendor and believe the services provided from this vendor are available from alternatives sources. The Company had one vendor that accounted for approximately 11% of total cost for the years ended December 31, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. The Company maintains 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 $8,125,966 and $803,000 with foreign financial institutions on December 31, 2022 and 2021, respectively. Restricted Cash Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash in the Consolidated Balance Sheets. Restricted cash is classified as either a current or non-current asset depending on the restriction period. The Company is required to pledge or otherwise restrict a portion of cash and cash equivalents as collateral for self-insurance exposures, transportation equipment leases and a standby letter of credit as required by its insurance carrier (see Notes 9 and 15). The Company utilizes a combination of insurance and self-insurance programs, including a wholly-owned captive insurance entity, to provide for the potential liabilities for certain risks, including workers’ compensation, automobile liability, general liability and professional liability. Liabilities associated with the risks that are retained by the Company within its high deductible limits are not discounted and are estimated, in part, by considering claims experience, exposure and severity factors and other actuarial assumptions. The Company has commercial insurance in place for catastrophic claims above its deductible limits. ARM Insurance, Inc. a Vermont-based wholly-owned captive insurance subsidiary of the Company, charges the operating subsidiaries premiums to insure the retained workers’ compensation, automobile liability, general liability and professional liability exposures. Pursuant to Vermont insurance regulations, ARM Insurance, Inc. maintains certain levels of cash and cash equivalents related to its self-insurance exposures. The Company also maintains certain cash balances related to its insurance programs, which are held in a self-depleting trust and restricted as to withdrawal or use by the Company other than to pay or settle self-insured claims and costs. These amounts are reflected in “Restricted cash” in the accompanying Consolidated Balance Sheets. Fair Value of Financial Instruments ASC 820, Fair Value Measurements The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of December 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. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value. Future changes in fair value of the contingent financial milestone consideration, as a result of changes in significant inputs such as the discount rate and estimated probabilities of financial milestone achievements, could have a material effect on the Consolidated Statement of Operations and Consolidated Balance Sheets in the period of the change. During the year ended December 31, 2022, the Company recorded $4,000,000 Contingent consideration in connection with the Ryan Brothers Atkinson, LLC business acquisition, to be paid based on the completion of certain performance obligations over a 24-month period. In relation to the acquisition of Exceptional, the Company also agreed to pay up to $2,000,000 upon meeting certain performance conditions within two years of the Closing Date. The estimated Contingent consideration amount for Exceptional was $1,080,000 as of December 31, 2022. For Location Medical Services, LLC, the Company also recorded $2,475,540 estimated Contingent consideration in relation to the acquisition to be paid upon LMS meeting certain performance conditions in 2023. For Government Medical Services, an amount of $3,000,000 is recorded as Contingent consideration to be paid upon GMS meeting certain performance conditions within a year of the Closing Date (see Note 4). Accounts Receivable The Company contracts with hospitals, healthcare facilities, businesses, State and local Government entities, and insurance providers to transport patients and to provide Mobile Health services at specified rates. Accounts receivable consist of billings for transportation and healthcare services provided to patients. The billings will either be paid or settled on the patient’s behalf by health insurance providers, managed care organizations, treatment facilities, government sponsored programs, businesses or patients directly. Accounts receivable are net of insurance provider contractual allowances which are estimated at the time of billing based on contractual terms or other arrangements. Accounts receivables are periodically evaluated for collectability based on past credit history with payors and their current financial condition. Changes in the estimated collectability of account 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 receivables. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. When an item is sold or retired, the costs and related accumulated depreciation or amortization are eliminated, and the resulting gain or loss, if any, is recorded in operating expenses in the Consolidated Statement of Operations. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets. A summary of estimated useful lives is as follows: Asset Category Estimated Useful Lives Buildings 39 years Office equipment and furniture 3 years Vehicles 2-8 years Medical equipment 5 years Leasehold improvements Shorter of useful life of asset or lease term Expenditures for repairs and maintenance are charged to expense 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 charged to expense as incurred. The Company capitalizes software development costs intended for internal use in accordance with ASC 350-40, Internal-Use Software Estimated useful lives 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 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 on the basis of historical knowledge of the business and projected financial information of the target. These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of management, and such variations may be significant to estimated values. Impairment of Long-Lived Assets The Company evaluates the recoverability of the recorded amount of long-lived assets, primarily property and equipment and finite-lived intangible assets, whenever events or changes in circumstance indicate that the recorded amount of an asset may not be fully recoverable. An impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount. If an asset is determined to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. Assets targeted for disposal are reported at the lower of the carrying amount or fair value less cost to sell. In 2022, the Company reassigned all the assets at Ambulnz Health, LLC (“Health”) to Assets held for sale as a result of an assignment for the benefit of creditors (“ABC”) transaction. We have also recognized a non-cash charge of $2,921,958 for its Goodwill impairment for the year ended December 31, 2022 in the Consolidated Statements of Operations. Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the total purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. Goodwill is not amortized but is tested for impairment at the reporting unit level annually on December 31 or more frequently if events or changes in circumstances indicate that it is more likely than not to be impaired. These events include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in our market capitalization, as indicated by our publicly quoted share price, below our net book value. Line of Credit The costs associated with the line of credit are deferred and recognized over the term of the Line of credit as interest expense. Derivative Warrant Liabilities 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 statement of operations. For details regarding the related party transactions that occurred during the periods ended December 31, 2022 and 2021, refer to Note 17. Revenue Recognition On January 1, 2019, the Company adopted ASU 2014-09, Revenue from Contracts with Customers 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. Transportation Services ii. Mobile Health Services 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. Disaggregation of revenue In the following table, revenue is disaggregated by as follows: Years Ended December 31, Revenue Breakdown 2022 2021 Primary Geographical Markets United States $ 419,578,082 $ 309,218,594 United Kingdom 20,937,664 9,499,986 Total revenue $ 440,515,746 $ 318,718,580 Major Segments/Service Lines Transportation Services $ 114,624,306 $ 84,268,817 Mobile Health 325,891,440 234,449,763 Total revenue $ 440,515,746 $ 318,718,580 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 Consolidated Statements of Operations and Comprehensive Income. Earnings per Share Earnings per share represents the net income attributable to stockholders divided by the weighted-average number of shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting periods. Potential dilutive common stock equivalents consist of the incremental common stock issuable upon conversion of stock options. In reporting periods in which the Company has a net loss, the effect is considered anti-dilutive and excluded from the diluted earnings per share calculation. The following table presents the calculation of basic and diluted net income per share to stockholders of DocGo Inc. and Subsidiaries: For the years ending 2022 2021 Net income attributable to stockholders of DocGo Inc. and Subsidiaries: $ 34,584,498 $ 23,743,758 Weighted-average shares - basic 101,228,369 80,293,959 Effect of dilutive options 1,747,462 14,569,654 Weighted-average shares - dilutive 102,975,831 94,863,613 Net income share - basic $ 0.34 $ 0.30 Net income share - diluted $ 0.34 $ 0.25 Anti-dilutive employee share-based awards excluded 9,000,750 - 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 Consolidated Balance Sheets. Changes in value of RND are recorded in “Gain (loss) on equity method investment” on the Consolidated Statements of Operations. 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 Consolidated Balance Sheets. Changes in value of NPA are recorded in “Gain (loss) on equity method investment” on the Consolidated Statements of Operations. 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. As of December 31, 2021 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 ASC 842, Leases Leases 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- |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 3. Property and Equipment, net Property and equipment, net, as of December 31, 2022 and 2021, respectively, are as follows: December 31, December 31, Office equipment and furniture $ 2,686,065 $ 1,977,808 Buildings 527,283 527,284 Land 37,800 37,800 Transportation equipment 20,773,862 13,772,251 Medical equipment 5,177,520 3,949,566 Leasehold improvements 579,658 616,446 29,782,188 20,881,155 Less: Accumulated depreciation (8,524,013 ) (8,147,266 ) Property and equipment, net $ 21,258,175 $ 12,733,889 The Company recorded depreciation expenses of $4,114,346 and $2,312,437 as of December 31, 2022 and 2021, respectively. The total disposal for the years ended December 31, 2022 and 2021 were $50,353 and $0, respectively. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Acquisitions [Absract] | |
Acquisitions | 4. Acquisitions Government Medical Services, LLC On July 6, 2022, Holdings, acquired 100% of the outstanding shares of common stock of Government Medical Services, LLC (“GMS”), a provider of medical services. The aggregate purchase price consisted of $20,338,789 in cash consideration. Holdings also agreed to pay GMS an additional $3,000,000 upon GMS meeting certain performance conditions within a year of the Closing Date. Acquisition costs are included in general and administrative expenses and totaled $1,001,883 for the twelve months ended December 31, 2022. Exceptional Medical Transportation, LLC On July 13, 2022, the Company acquired 100% of the outstanding shares of common stock of Exceptional Medical Transportation, LLC (“Exceptional”) in exchange for $13,708,333 consisting of $7,708,333 in cash at closing and $6,000,000 payable over a 24 month period. Holdings also agreed to pay an estimated $1,080,000 Contingent consideration upon Exceptional meeting certain performance conditions in 2023. Exceptional is in the business of providing medical transportation services. Acquisition costs are included in general and administrative expenses totaled $56,571 for the twelve months ended December 31, 2022. Ryan Brothers Fort Atkinson, LLC On August 9, 2022, the Company acquired 100% of the outstanding shares of common stock of Ryan Brothers Fort Atkinson, LLC (“RB”) in exchange for $11,422,252 consisting of $7,422,252 in cash at closing and $4,000,000 of estimated Contingent consideration to be paid out over 24 months based on performance of certain obligations. RB is in the business of providing medical transportation services. Acquisition costs are included in general and administrative expenses totaled $230,175 for the twelve months ended December 31, 2022. Community Ambulance Services LTD On October 12, 2022, the Company acquired Community Ambulance Service Ltd (“CAS”), a company located in United Kingdom, in exchange for approximately $5,541,269 in cash. The net assets acquired through the CAS acquisition was $7,134,881 mainly from the vehicles with high fair market value, which directly lead to a Gain on bargain purchase of $1,593,612. CAS is engaged in providing emergency and non-emergency transport services, including high dependency, urgent care, mental health and blue light transport services and diagnostics testing. We believe this acquisition will allow us to increase our presence in that market, while giving us improved access to municipal contracts. Acquisition costs are included in general and administrative expenses totaling $171,779 for the three and twelve months ended December 31, 2022, respectively. Location Medical Services, LLC On December 9, 2022, Holdings through its indirect wholly owned subsidiary, Ambulnz U.K. Ltd., closed acquiring 100% of the outstanding shares of common stock of Location Medical Services, LLC (“LMS”). The aggregate purchase price consisted of $302,450 in cash consideration. The Company also agreed to pay LMS an additional $11,279,201 deferred consideration and an estimated $2,475,540 Contingent consideration upon LMS meeting certain performance conditions in 2023. Acquisition costs are included in general and administrative expenses and totaled $4,200 for the three and twelve months ended December 31, 2022, respectively. The following table presents the assets acquired and liabilities assumed at the date of the acquisitions: Location Community Ryan Exceptional Government Total Consideration: Cash consideration $ 302,450 $ 5,541,269 $ 7,422,252 $ 6,375,000 $ 20,338,789 $ 39,979,760 Deferred consideration 11,279,201 - - 6,000,000 - 17,279,201 Amounts held under an escrow account - - - 1,333,333 - 1,333,333 Contingent consideration 2,475,540 - 4,000,000 1,080,000 3,000,000 10,555,540 Total consideration 14,057,191 5,541,269 11,422,252 14,788,333 23,338,789 69,147,834 Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 5,404,660 $ 892,218 $ 620,248 $ 299,050 $ 1,005,453 $ 8,221,629 Accounts receivable 623,635 7,002,325 5,844,494 3,785,490 3,975,160 21,231,104 Other current assets 134,216 1,167,326 136,157 - 30,734 1,468,433 Property, plant and equipment 519,391 4,548,956 2,125,134 2,450,900 4,092 9,648,473 Intangible assets 2,419,600 - 387,550 125,000 10,305,000 13,237,150 Total identifiable assets acquired 9,101,502 13,610,825 9,113,583 6,660,440 15,320,439 53,806,789 Accounts payable $ 40,447 $ 2,036,714 $ 44,911 $ - $ 137,239 $ 2,259,311 Due to seller - - 5,844,494 4,084,540 - 9,929,034 Other current liabilities 1,012,992 4,439,230 286,792 - 562,809 6,301,823 Total liabilities assumed 1,053,439 6,475,944 6,176,197 4,084,540 700,048 18,490,168 Goodwill/(Gain on bargain purchase) 6,009,128 (1,593,612 ) 8,484,866 12,212,433 8,718,398 33,831,213 Total purchase price $ 14,057,191 $ 5,541,269 $ 11,422,252 $ 14,788,333 $ 23,338,789 $ 69,147,834 Proforma disclosures The following unaudited pro forma combined financial information for the fiscal years ended December 31, 2022 and 2021 gives effect to the acquisitions disclosed above as if they had occurred on January 1, 2021. The pro forma information is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management of the Company. 2022 2021 Revenue $ 523,948,302 $ 451,696,206 Net Income 38,164,837 38,743,940 The unaudited pro forma combined financial information presented above includes the accounting effects of the acquisitions, including, to the extent applicable, amortization charges from acquired intangible assets; depreciation of property, plant and equipment that have been revalued; transaction costs; interest expense; and the related tax effects. |
ABC Transaction and Held for Sa
ABC Transaction and Held for Sale | 12 Months Ended |
Dec. 31, 2022 | |
Transaction and Held-for-sale [Abstract] | |
ABC Transaction and Held for Sale | 5. ABC Transaction and Held for Sale During the year 2022, the Company started discussions regarding the potential liquidation process of Health through an assignment for the benefit of creditors (“ABC”), with a targeting timeline for the transaction to be fully closed in December 2022. The conversation involved operations, human resources, external legal counsel, and Amb, LLC (a California limited liability company, the “Assignee”). It was the management’s intention and decision that the ABC transaction will be commenced and completed by year end 2022. Due to operational processes, the filing was extended and finalized on February 3, 2023. On February 3, 2023, Health commenced the ABC pursuant to California law. An ABC is a liquidation process governed by state law (California law in this instance) that is an alternative to a bankruptcy case under federal law. Prior to commencing the ABC, Health ceased business operations and all of its employees were terminated and treated in accordance with California law. In the ABC, all of Health’s assets were transferred to the Assignee who acts as a fiduciary for creditors and in a capacity equivalent to that of a bankruptcy trustee. The Assignee is responsible for liquidating the assets. Similar to a bankruptcy case, there is a claims process. Creditors of Health will receive notice of the ABC and a proof of claim form and are required to submit a proof of claim in order to participate in distribution of net liquidation proceeds by the Assignee. As of December 31, 2022, Health met the criteria to be classified as held for sale. As the entity has met this criteria, the Company is required to record the respective assets and liabilities at the lower of carrying value or fair value less any costs to sell, and present the related assets and liabilities as separate line items in the Consolidated Balance Sheets. The following table presents information related to the major classes of assets and liabilities that were classified as held for sale in the Company’s Consolidated Balance Sheets as of December 31, 2022: December 31, 2022 Pre ABC Adjustment Post ABC ASSETS Current assets: Cash and cash equivalents $ (190,312 ) $ 190,312 $ - Accounts receivable, net 1,219,927 (1,219,927 ) - Prepaid expenses and other current assets 22,850 (22,850 ) - Assets held for sale - 4,480,344 4,480,344 Total current assets 1,052,465 3,427,879 4,480,344 Property and equipment, net 1,107,279 (1,107,279 ) - Intangibles, net 30,697 (30,697 ) - Goodwill 5,085,689 (5,085,689 ) - Operating lease right-of-use assets 29,753 (29,753 ) - Intercompany receivables 17,957,076 - 17,957,076 Other assets 96,419 (96,419 ) - Total assets $ 25,359,378 $ (2,921,958 ) $ 22,437,420 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 196,122 $ (196,122 ) $ - Accrued liabilities 4,250,603 (4,250,603 ) - Intercompany payables 59,404,839 - 59,404,839 Operating lease liability, current 33,619 (33,619 ) - Liabilities held for sale - 4,480,344 4,480,344 Total current liabilities 63,885,183 - 63,885,183 Total liabilities $ 63,885,183 $ - $ 63,885,183 STOCKHOLDERS’ EQUITY: Accumulated deficit $ (38,525,805 ) $ (2,921,958 ) $ (41,447,763 ) Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries (38,525,805 ) (2,921,958 ) (41,447,763 ) Noncontrolling interests - - - Total stockholders’ equity $ (38,525,805 ) $ (2,921,958 ) $ (41,447,763 ) Total liabilities and stockholders’ equity $ 25,359,378 $ (2,921,958 ) $ 22,437,420 The Intercompany receivables and Intercompany payables are eliminated in the Company’s Consolidated Balance Sheets. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Legal Proceedings [Abstract] | |
Goodwill | 6. Goodwill In connection with the ABC transaction, the Company has evaluated its Goodwill balances as of December 31, 2022 and has determined that there is an impairment of Goodwill related to its Health reporting unit. The impairment is primarily due to the ABC filing. As a result of this impairment, the Company has recognized a non-cash charge of $2,921,958 in the year ended December 31, 2022 in the Consolidated Statements of Operations. The charge was recorded as part of Other Income in the Company’s Consolidated Statements of Operations and has no impact on its cash flow, liquidity, or compliance with debt covenants. Additionally, the Company recorded Goodwill in connection with its acquisitions, the total Goodwill acquired in 2022 was $35,299,136. The Company also updated the carrying value of the Goodwill in its Consolidated Balance Sheets to reflect the additional Goodwill and the impairment charge. The carrying value of Goodwill amounts $38,900,413, the changes in the carrying value of Goodwill for the period ended December 31, 2022 are as noted in the tables below: Carrying Value Balance as of December 31, 2020 $ 6,610,557 Goodwill acquired during the period 2,076,409 Balance as of December 31, 2021 $ 8,686,966 Goodwill acquired during the period 35,299,136 Impairment during the year (2,921,958 ) Reassignment of Goodwill to Assets held for sale (2,163,731 ) Balance as of December 31, 2022 $ 38,900,413 |
Intangibles
Intangibles | 12 Months Ended |
Dec. 31, 2022 | |
Intangibles [Abstract] | |
Intangibles | 7. Intangibles The Company recorded amortization expenses of $3,214,814 and $1,845,193 as of December 31, 2022 and 2021, respectively. December 31, 2022 Estimated Gross Additions Accumulated Net Patents 15 years $ 48,668 $ 14,155 $ (10,116 ) $ 52,707 Computer software 5 years 294,147 (46,319 ) (224,886 ) 22,942 Operating licenses Indefinite 8,375,514 423,490 - 8,799,004 Internally developed software 4-5 years 6,013,513 2,270,545 (6,378,911 ) 1,905,147 Material contracts Indefinite - 62,550 - 62,550 Customer relationship 8-9 years - 12,397,954 (594,301 ) 11,803,653 Trademark 8 years - 326,646 (3,403 ) 323,243 $ 14,731,842 $ 15,449,021 $ (7,211,617 ) $ 22,969,246 December 31, 2021 Estimated Gross Additions Accumulated Net 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 estimated future amortization expense of definite life intangible assets as of December 31, 2022 is as follows: Amortization Expense 2023 $ 2,494,148 2024 1,917,338 2025 1,867,861 2026 1,453,827 2027 1,453,109 Thereafter 4,921,409 Total $ 14,107,692 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Legal Proceedings [Abstract] | |
Accrued Liabilities | 8. Accrued Liabilities Accrued liabilities consisted of the following at the dates indicated: December 31, December 31, Accrued bonus $ 1,500,717 $ 7,260,456 Accrued lab fees 584,203 4,885,539 Accrued payroll 4,245,838 3,539,301 Medicare advance - 975,415 FICA/Medicare liability 555,166 739,629 Accrued general expenses 11,436,462 3,497,418 Accrued subcontractors 8,101,150 9,564,833 Accrued fuel and maintenance 253,243 450,842 Accrued workers compensation and insurance liabilities 3,766,469 2,259,571 Other current liabilities 706,528 736,021 Accrued legal fees 344,417 1,143,629 Credit card payable 78,838 58,223 Total accrued liabilities $ 31,573,031 $ 35,110,877 |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2022 | |
Line of Credit Facility [Abstract] | |
Line of Credit | 9. Line of Credit On December 17, 2021, Ambulnz-FMC North America, LLC (“FMC NA”), entered into a revolving loan and bridge credit and security agreement with a subsidiary of one of its members with a maximum revolving advance amount of $12,000,000. Each Revolving Advance shall bear interest at a per annum rate equal to the Wall Street Journal Prime Rate (7.75% as of March 10, 2023), 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 ($12,000,000) 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. In December 2022, the Company did not renew the agreement, and repaid the outstanding balance. On November 1, 2022, the Company entered into a revolving loan and security agreement with two banks, with one bank as the administrative agent (the “Lenders”), with a maximum revolving advance amount of $90,000,000. The revolving facility includes the ability for the Company to request an increase to the commitment by an additional up to $50,000,000, though no Lender (nor the Lenders collectively) are obligated to increase their respective commitments. Borrowings under the revolving facility bear interest at a per annum rate equal to, (i) at the Company’s option, the (x) the base rate or (y) the adjusted term SOFR rate, plus (ii) the applicable margin. The applicable margins are based on the Company’s consolidated net leverage ratio, adjusted on a quarterly basis. The Initial applicable margins are 1.25% for an adjusted term SOFR loan and 0.25% for a base rate loan and will be updated based on the consolidated net leverage ratio reported in the compliance certificate. The revolving facility matures on the five-year anniversary of the closing date, November 1, 2027. The revolving facility is secured by a first-priority lien on substantially all of the Company’s present and future personal assets and intangible assets. The revolving facility is subject to certain financial covenants such as a net leverage ratio and interest coverage ratio, as defined in the agreement. The Company has not made any draws under the facility and there is no amount outstanding. As of December 31, 2022, the outstanding balance of the line of credit is $0. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable [Abstract] | |
Notes Payable | 10. Notes Payable The Company has various loans with finance companies with monthly installments aggregating $76,546, inclusive of interest ranging from 2.5% through 8%. The notes mature at various times through 2027 and are secured by transportation equipment. The following table summarizes the Company’s notes payable: December 31, 2022 December 31, 2021 Equipment and financing loans payable, between 2.5% and 8% interest and maturing between January 2022 and October 2027 $ 1,901,514 $ 1,903,288 Loan received pursuant to the PPP Term Note - - Total notes payable 1,901,514 1,903,288 Less: current portion of notes payable $ 664,913 $ 600,449 Total non-current portion of notes payable $ 1,236,601 $ 1,302,839 Interest expenses were $117,664 and $61,324 for the periods ended December 31, 2022 and 2021, respectively. Future minimum annual maturities of notes payable as of December 31, 2022 are as follows: Notes 2023 $ 563,366 2024 443,416 2025 425,863 2026 345,557 Thereafter 123,312 Total maturities $ 1,901,514 Current portion of notes payable (664,913 ) Non-current portion of notes payable $ 1,236,601 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | 11. Derivative Warrant Liabilities For the year ended December 31, 2021, the Company determined the fair value of its Public Warrants, which were previously traded in active markets, using quoted market prices for identical instruments. Accordingly, the Public Warrants were classified as Level 1 financial instruments. As of December 31, 2021, there were 3,833,333 Public Warrants outstanding at a fair value of $8.1 million. Because the transfer of Private Warrants to anyone outside of a small group of individuals constituting the sponsors of DocGo would result in the Private Warrants having substantially the same terms as the Public Warrants, management determined that the fair value of each Private Warrant was the same as that of a Public Warrant, with an insignificant adjustment for marketability restrictions. Accordingly, the Private Warrants were classified as Level 1 financial instruments. As of December 31, 2021, 2,533,333 Private Warrants remained outstanding at a fair value of $5.4 million. Due to fair value changes throughout the year ended December 31, 2021, we recorded a gain on remeasurement of warrant liabilities of $5.2 million. As of December 31, 2022, the Company recorded a gain of approximately $1.1 million from the remeasurement of warrant liabilities. The warrants are marked-to-market in each reporting period, and this loss reflected the increase in DocGo’s stock price relative to the beginning of the period. On August 15, 2022, the Company announced the redemption of all of its outstanding warrants under the Warrant Agreement, dated as of October 14, 2020, by and between Motion Acquisition Corp. (“Motion”) and Continental Stock Transfer & Trust Company, as warrant agent, as part of the units sold in Motion’s initial public offering, on the redemption date of September 16, 2022 (the “Redemption Date”). Warrants surrendered for exercise on a cashless basis resulted in the issuance of 1,406,371 shares. A total of 68,514 warrants were not surrendered on the Redemption Date and were redeemed for $0.10 per warrant. |
Business Segment Information
Business Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Business Segment Information | 12. Business Segment Information The Company conducts business as two operating segments, Transportation Services and Mobile Health services. In accordance with ASC 280, Segment Reporting 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 Mobile Total For the Year Ended December 31, 2022 Revenues $ 114,624,306 $ 325,891,440 $ 440,515,746 Income (loss) from operations (45,676,221 ) 67,507,849 21,831,628 Total assets 276,456,130 116,821,498 393,277,628 Depreciation and amortization expense 8,787,570 1,778,008 10,565,578 Stock compensation 2,013,643 6,040,928 8,054,571 Long-lived assets 32,302,611 50,825,223 83,127,834 For the Year Ended December 31, 2021 Revenues $ 84,268,817 $ 234,449,763 $ 318,718,580 Income (loss) from operations (26,365,962 ) 41,723,260 15,357,298 Total assets 229,206,964 80,395,688 309,602,652 Depreciation and amortization expense 5,508,679 2,002,900 7,511,579 Stock compensation 592,664 783,689 1,376,353 Long-lived assets 28,814,481 3,284,423 32,098,904 Long-lived assets include Property and equipment, Goodwill and Intangible assets. Geographic Information Revenues by geographic location included in Note 2. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Equity | 13. 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 (“Common Stock”), pursuant to the terms and conditions set forth in the Merger Agreement. The Company’s 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 dividends 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. Share Repurchase Program On May 24, 2022, the Company was authorized to purchase up to $40 million of the Company’s common stock under a share repurchase program (the “Program”). During the second and fourth quarter of 2022, the Company repurchased 536,839 shares of its common stock for $3,731,712. These shares were subsequently cancelled. There were no shares repurchased during the third quarter of 2022. The Program does not oblige the Company to acquire any specific number of shares and will expire on November 24, 2023. Under the Program, shares may be repurchased using a variety of methods, including privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as part of accelerated share repurchases, block trades and other methods. The timing, manner, price and amount of any common stock repurchases under the Program are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Stock Based Compensation [Abstract] | |
Stock Based Compensation | 14. Stock Based Compensation Stock Options In 2021, the Company established the DocGo Inc. Equity incentive Plan (the “Plan”) replacing Ambulnz, Inc’s 2017 Equity Incentive Plan. The Plan reserved 16,607,894 shares of Class A common stock for issuance under the Plan. The Company’s stock options generally vest on various terms based on continuous services up to five years. The stock options are subject to time vesting requirements through 2026 and are nontransferable. Stock options granted have a maximum contractual term of 10 years. On December 31, 2022, approximately 2.6 million employee options had vested. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Management took the company specific volatility and the average of several publicly traded companies that were representative of the Company’s size and industry in order to estimate its expected stock volatility. The expected term of the options represents the period of time the instruments are expected to be outstanding. The Company bases the risk-free interest rate on the rate payable on the U.S. Treasury securities corresponding to the expected term of the awards at the date of grant. Expected dividend yield is zero based on the fact that the Company has not historically paid and does not intend to pay a dividend in the foreseeable future. Prior to the merger, the Company utilized contemporaneous valuations in determining the fair value of its shares at the date of option grants. Each valuation utilized both the discounted cash flow and guideline public company methodologies to estimate the fair value of its shares on a non-controlling and marketable basis. 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. For certain stock options issued prior to the Merger, a discount for lack of marketability was applied to the non-controlling and marketable fair value estimates determined above. The determination of an 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 influenced the size of the discount for lack of marketability include (a) the estimated time it would take for a Company stockholder to achieve marketability, and (b) the volatility of the Company’s business. Subsequent to the Merger, the Company utilized publicly available pricing. The following assumptions were used to compute the fair value of the sole stock option grant during the period ended December 31, 2022 and 2021: Years Ended December 31 2022 2021 Risk-free interest rate 0.71% - 4.31 % 0.12% - 0.67 % Expected term (in years) 6.25 1-5 Volatility 60% - 69 % 63% - 65 % Dividend yield 0 % 0 % The following table summarizes the Company’s stock option activity under the Plan for the period ended December 31, 2022: Options Weighted Weighted Aggregate Balance as of December 31, 2020 4,635,898 $ 1.84 7.28 $ 8,129,671 Granted/ Vested during the year 5,495,095 2.88 9.80 - Exercised during the year (1,235,130 ) 0.50 4.32 - Cancelled during the year (472,891 ) 2.37 7.93 - Balance as of December 31, 2021 8,422,972 $ 6.21 8.77 $ 24,706,020 Granted/ Vested during the year 5,443,368 7.04 - - Exercised during the year (1,699,720 ) 2.03 - - Cancelled during the year (595,312 ) 8.28 - - Balance as of December 31, 2022 11,571,308 7.11 9.05 $ 39,389,063 Options vested and exercisable as of December 31, 2022 2,628,288 $ 6.15 8.02 $ 6,982,555 The aggregate intrinsic value in the above table is calculated as the difference between fair value of the Company’s common stock price and the exercise price of the stock options. The weighted average grant date fair value per share for stock option grants during the years ended December 31, 2022 and 2021 was $7.04 and $2.88, respectively. On December 31, 2022 and December 31, 2021, the total unrecognized compensation related to unvested stock option awards granted was $41,666,564 and $20,792,804, respectively, which the Company expects to recognize over a weighted-average period of approximately 2.16 years. Restricted Stock Units The fair value of restricted stock units (“RSUs”) is determined on the date of grant. The Company records compensation expenses in the Consolidated Statements 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 four years. Activity under RSUs was as follows: RSUs Weighted- Balance as of December 31, 2021 50,192 $ 9.97 Granted 311,637 8.17 Vested during the year (56,242 ) 5.86 Balance as of December 31, 2022 305,587 8.35 Vested and unissued as of December 31, 2022 56,242 5.86 Non-vested as of December 31, 2022 305,587 8.35 The total grant-date fair value of RSUs granted during the period ended December 31, 2022 was $2,547,498. In 2022, the company entered into agreements to issue $535,000 in aggregate RSUs in 2023. The number of shares to be issued in 2023 will be based on the stock prices at stated dates in these agreements. For the year ended December 31, 2022, the Company recorded stock-based compensation expense related to RSUs of $870,579. As of December 31, 2022, the Company had $2,177,713 in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 1.7 years. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Leases [Abstract] | |
Leases | 15. Leases Operating Leases The Company is obligated to make rental payments under non-cancellable operating leases for office, dispatch station space, and transportation equipment, expiring at various dates through 2029 Certain leases for property and transportation equipment contain options to purchase, extend or terminate the lease. Determining the lease term and amount of lease payments to include in the calculation of the right-of-use (ROU) asset and lease obligations for leases containing options requires the use of judgment to determine whether the exercise of an option is reasonably certain and whether the optional period and payments should be included in the calculation of the associated ROU asset and lease obligation. In making the determination of such judgment, the Company considers all relevant economic factors that would require whether to exercise or not exercise the option. The Company’s lease agreements generally do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate imputed discount rate. The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived imputed rates, which were used to discount its real estate lease liabilities. The Company used estimated borrowing rates of 6% on January 1, 2019, for all leases that commenced prior to that date, for office spaces and transportation equipment. Lease Costs The table below comprise lease expenses for the periods ended December 31, 2022 and 2021, respectively: Components of total lease cost: December 31, December 31, Operating lease expense $ 2,294,636 $ 1,993,984 Short-term lease expense 1,201,622 1,012,260 Total lease cost $ 3,496,258 $ 3,006,244 Lease Position as of December 31, 2022 Right-of-use lease assets and lease liabilities for the Company’s operating leases were recorded in the Consolidated Balance Sheets as follows: December 31, December 31, Assets Lease right-of-use assets $ 9,074,277 $ 4,195,682 Total lease assets $ 9,074,277 $ 4,195,682 Liabilities Current liabilities: Lease liability – current portion $ 2,325,024 $ 1,461,335 Noncurrent liabilities: Lease liability, net of current portion 7,040,982 2,980,946 Total lease liability $ 9,366,006 $ 4,442,281 Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating leases 5.57 Weighted average discount rate – operating leases 6.00 % Undiscounted Cash Flows Future minimum lease payments under the operating leases as of December 31, 2022 are as follows: Operating Leases 2023 $ 2,788,584 2024 2,346,789 2025 2,345,424 2026 1,716,501 2027 and thereafter 1,440,116 Total future minimum lease payments 10,637,414 Less effects of discounting $ (1,271,408 ) Present value of future minimum lease payments $ 9,366,006 Operating lease expenses approximated $2,294,636 and $1,993,984 for the years ended December 31, 2022 and 2021, respectively. For the year ended December 31, 2022, the Company made $2,294,636 of fixed cash payments related to operating leases and $2,985,568 related to finance leases. Finance Leases The Company leases vehicles under a non-cancelable finance lease agreements with a liability of $8,646,803 and $10,139,410 for the periods ended December 31, 2022 and 2021, respectively (accumulated depreciation of $7,906,966 and $7,095,242 as of December 31, 2022 and 2021, respectively). Depreciation expenses for the vehicles under non-cancelable lease agreements amounted to $3,236,418 and $2,913,925 for the years ended December 31, 2022 and 2021, respectively. Gain on Lease Remeasurement In June 2022, the Company reassessed its finance lease estimates relating to vehicle mileage and residual value. As a result, the Company determined to purchase the vehicles at the end of the leases which resulted in a gain of $1.4 million recorded as gains from lease accounting on the Consolidated Statements of Operations and Comprehensive Income. Lease Payments The table below comprise lease payments for the periods ended December 31, 2022 and 2021, respectively: Components of total lease payment: December 31, December 31, Finance lease payment $ 2,985,568 $ 2,741,784 Short-term lease payment - - Total lease payments $ 2,985,568 $ 2,741,784 Lease Position as of December 31, 2022 Right-of-use lease assets and lease liabilities for the Company’s finance leases were recorded in the Consolidated Balance Sheets as follows: December 31, December 31, Assets Lease right-of-use assets $ 9,039,663 $ 9,307,113 Total lease assets $ 9,039,663 $ 9,307,113 Liabilities Current liabilities: Lease liability – current portion $ 2,732,639 $ 3,271,990 Noncurrent liabilities: Lease liability, net of current portion 5,914,164 6,867,420 Total lease liability $ 8,646,803 $ 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 December 31, 2022: Weighted average remaining lease term (in years) – finance leases 4 Weighted average discount rate – finance leases 6.0 % Undiscounted Cash Flows Future minimum lease payments under the finance leases as of December 31, 2022 are as follows: Finance Leases 2023 $ 3,156,298 2024 2,438,224 2025 2,159,661 2026 1,377,432 2027 and thereafter 468,651 Total future minimum lease payments 9,600,266 Less effects of discounting $ (953,463 ) Present value of future minimum lease payments $ 8,646,803 |
Other Income (loss)
Other Income (loss) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other Income (loss) | 16. Other Income (Loss) The Company recognized $950,264 and 4,437,887 of Other income for the years ended December 31, 2022 and December 31, 2021, respectively, as follows: Years Ended December 31 2022 2021 Other income (expenses): Interest income (expense), net 762,685 (763,030 ) Gain on remeasurement of warrant liabilities 1,127,388 5,199,496 Gain (loss) on initial equity method investment 8,919 (66,818 ) Gain on remeasurement of finance leases 1,388,273 - Gain on bargain purchase 1,593,612 - Gain from PPP loan forgiveness - 142,667 Loss on disposal of fixed assets (21,173 ) (34,342 ) Goodwill impairment (2,921,958 ) - Other expenses (987,482 ) (40,086 ) Total other income 950,264 4,437,887 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. Related Party Transactions Historically, the Company has been involved in transactions with various related parties. Ely D. Tendler Strategic & Legal Services PLLC provides legal services for the Company. Ely D. Tendler Strategic & Legal Services PLLC is owned by the General Counsel of the Company, and therefore is a related party. The Company made legal payments to Ely D. Tendler Strategic & Legal Services PLLC totaling $960,081 and $702,083 for the years ended December 31, 2022, and 2021, respectively. PrideStaff provides subcontractor services for the Company. PrideStaff is owned by the operations manager of the Company and his spouse, and therefore, a related party. The Company made subcontractor payments to PrideStaff totaling $547,500 and $656,883 for the years ended December 31, 2022, and 2021, respectively. Included in Accounts payable were $86,555 and $230,517 due to related parties as of December 31, 2022, and 2021, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | 18. Income Taxes A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate consist of the following: For the Years Ended 2022 2021 Statutory federal income tax benefit 21.00 % 21.00 % Permanent items 0.56 % (2.71 )% State taxes, net of federal tax benefit 7.77 % 5.99 % Effects of Rates Different from Statutory 0.17 % (0.06 )% Rate Change 0.01 % 0.00 % Other (3.64 )% (0.71 )% Change in valuation allowance (54.94 )% (20.98 )% Income tax (benefit)/provision (29.07 )% 2.53 % The components of income tax provision (benefit) are as follows: For the Years Ended 2022 2021 Current: Federal $ 1,493,772 $ 295,956 State and local 502,872 319,741 Foreign - - $ 1,996,644 $ 615,697 Deferred: Federal $ (7,683,475 ) $ - State and local (2,649,791 ) - Foreign 375,301 - (9,957,965 ) - Total income tax (benefit) expense $ (7,961,321 ) $ 615,697 Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The temporary differences that give rise to deferred tax assets and liabilities are as follows: For the Years Ended 2022 2021 Deferred tax assets (liabilities): Net operating loss carryforwards $ 11,523,632 17,153,341 Allowance for doubtful accounts 893,329 874,029 Amortization (157,839 ) (582,284 ) Prepaid expenses (994,644 ) (411,798 ) Property and equipment (2,798,988 ) (2,245,003 ) Research and development expense 303,446 (580,497 ) Accrued bonus (184,724 ) 1,414,357 Stock compensation 2,780,019 883,317 Other 114,080 197,218 Net deferred tax assets 11,478,311 16,702,680 Valuation allowance (1,520,345 ) (16,702,680 ) Deferred tax assets, net of allowance $ 9,957,966 $ - The Company has determined, based upon available evidence, that it is more likely than not that all of the net deferred tax asset will not be realized and, accordingly, has provided a partial and a full valuation allowance against its net deferred tax asset as of December 31, 2022 and 2021, respectively. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential, and tax planning strategies in making these assessments. As of December 31, 2022 and 2021, the Company had federal net operating loss carryforwards of approximately $35,289,184 and $53,573,046, respectively. As of December 31, 2022 and 2021, the Company had approximately $1,520,345 and $202,965 of foreign net operating loss carryforwards, respectively. As of December 31, 2022 and 2021, the Company had state net operating loss carryforward of approximately $2,592,560 and $67,229,895, respectively. The federal net operating loss carryforwards generated after December 31, 2017 of $35,289,184 carry forward infinitely. State and foreign net operating loss carryforwards generated in the tax years from 2017 to 2020 will begin to expire, if not utilized, by 2039. Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar provisions. The difference between the statutory income taxes on the Company’s pre-tax loss and the Company’s effective income tax rate during the years ended December 31, 2022 and 2021 is primarily due to a recorded valuation allowance. The valuation allowance for deferred tax assets as of December 31, 2022 and 2021 was $1,520,345 and $16,702,680, respectively. The net change in the total valuation allowance for the years ended December 31, 2022, and 2021 was a decrease of $15,182,335 and $5,328,621, respectively. In assessing the realizability of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future table income during the periods in which those temporary differences become deductible. Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company recognizes interest accrued to unrecognized tax benefits and penalties as income tax expense. The Company accrued total penalties and interest of $0 during the years ended December 31, 2022 and 2021 and in total, as of both December 31, 2022 and 2021 has recognized penalties and interest of $0. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal and foreign jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of December 31, 2022, open years related to all jurisdictions are 2021, 2020, and 2019. The Company has no open tax audits with any taxing authority as of December 31, 2022. |
401(K) Plan
401(K) Plan | 12 Months Ended |
Dec. 31, 2022 | |
401(K) Plan [Abstract] | |
401(K) Plan | 19. 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 December 31, 2022 except for one subsidiary. Exceptional matched the 401K plan contributions amounting to $226,260 for the year ended December 31, 2022. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2022 | |
Legal Proceedings [Abstract] | |
Legal Proceedings | 20. Legal Proceedings From time to time, the Company may be involved as a defendant in legal actions that arise in the normal course of its 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 Consolidated Financial Statements of the Company. The Company discloses 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 its Consolidated Financial Statements. As of December 31, 2022 and December 31, 2021, the Company recorded a liability of $1,000,000, which represented an agreed-upon settlement of various class-based claims, both actual and potential, under California state law, as described in detail below. Stephanie Zamora, Jascha Dlugatch, et al. v. Ambulnz Health, LLC, et al. was filed in the Los Angeles Superior Court on October 11, 2018, and the complaint alleged wage and hour violations pursuant to California’s Private Attorneys’ General Act of 2004 (“PAGA”). On February 24, 2020, this case was consolidated with Jascha Dlugatch, et. al. v. Ambulnz Health, LLC (the “Consolidated Compliant”), another lawsuit filed in the Los Angeles Superior Court. On May 6, 2021, the parties attended mediation and settled the claims pled in the Consolidated Complaint on a class-wide and PAGA basis in exchange for a proposed $1,000,000 payment by the defendant parties, inclusive of administrative costs and fees. On September 9, 2022, the Court preliminarily approved the proposed settlement. A final approval hearing is currently scheduled for April 28, 2023. |
Risk and Uncertainties
Risk and Uncertainties | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Risk and Uncertainties | 21. Risk and Uncertainties COVID-19 Risks, Impacts and Uncertainties The spread of COVID-19 and the related country-wide shutdowns and restrictions had a mixed impact on the Company’s business. In the ambulance transportation business, which predominantly comprises of non-emergency medical transportation, the Company saw a decline in volumes from historical and expected levels, as elective surgeries and other procedures were postponed. In some of the Company’s larger markets, such as New York and California, there were declines in trip volume. In addition, the Company experienced lost revenues associated with sporting, concerts and other events, as those events were cancelled or had a significantly restricted (or entirely eliminated) the number of permitted attendees. Ambulance transports and event-related revenues have both since recovered to pre-COVID levels or higher. There are 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 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. Since early 2020, RRT has grown significantly, and its services have expanded beyond COVID-19 testing to a wide variety of tests, vaccinations and other procedures. While COVID-19 testing activity continued to grow throughout 2021 and into early 2022, such activity has slowed considerably over the past several months, as the pandemic has waned, and COVID-19 testing accounted for a relatively small proportion of the Company’s overall revenues during the third and fourth quarters of 2022. DocGo anticipates that COVID-19 will continue to account for a shrinking proportion of the Company’s revenues in 2023 and beyond. The Company’s current business plan assumes continued recovery of industry-wide transportation volumes to historical levels and beyond, plus an increased demand for mobile health services, a demand that was accelerated by the pandemic, but which is also being driven by longer-term secular factors, such as the increasing desire on the part of patients to receive treatments outside of traditional settings, such as doctor’s offices and hospitals. However, given the unpredictable, unprecedented, and fluid nature of the pandemic and its economic consequences, we are unable to predict the duration and extent to which the pandemic and its related positive and negative impacts will affect our business, financial condition, and results of operations in future periods. Likewise, we are unable to predict the emergence of future, unrelated pandemics, which would have some of the same impacts as those experienced with COVID-19. 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. There were no Medicare accelerated payments reflected within accrued liabilities in the Consolidated Balance Sheets as of December 31, 2022, compared to $975,415 as of December 31, 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 22. Subsequent Events On February 3, 2023, Health commenced the ABC pursuant to California law. An ABC is a liquidation process governed by state law (California law in this instance) that is an alternative to a bankruptcy case under federal law. Prior to commencing the ABC, Health ceased business operations and all of its employees were terminated and treated in accordance with California law. In the ABC, all of Health’s assets were transferred to the Assignee who acts as a fiduciary for creditors and in a capacity equivalent to that of a bankruptcy trustee. The Assignee is responsible for liquidating the assets. Similar to a bankruptcy case, there is a claims process. Creditors of Health will receive notice of the ABC and a proof of claim form and are required to submit a proof of claim in order to participate in distribution of net liquidation proceeds by the Assignee. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Consolidated Financial Statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The 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 Consolidated Balance Sheets represents the portion of consolidated joint ventures and a variable interest entity in which the Company does not have direct equity ownership. Accounts and transactions between consolidated entities have been eliminated. Pursuant to the Business Combination, the merger between Motion and Ambulnz, Inc. was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Motion was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Ambulnz, Inc. stock for the net assets of Motion, accompanied by a recapitalization. The net assets of Motion are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Ambulnz, Inc. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio (645.1452 to 1) established in the Business Combination. Further, Ambulnz, Inc. was determined to be the accounting acquirer in the transaction, as such, the acquisition is considered a business combination under Accounting Standards Codification (“ASC”), Topic 805, Business Combinations, (“ASC 805”) and was accounted for using the acquisition method of accounting. |
Principles of Consolidation | Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of DocGo Inc. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in these Consolidated Financial Statements. The Company holds a variable interest which contracts with physicians and other health professionals in order to provide services to the Company. MD1 Medical Care P.C. (“MD1”) is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impacts the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of MD1 and funds and absorbs all losses of the VIE and appropriately consolidates MD1. Total revenue for the VIE amounted to $2,857,463 as of December 31, 2022. Net loss for the VIE was $373,456 as of December 31, 2022. The VIE’s total assets, all of which were current, amounted to $610,553 on December 31, 2022. Total liabilities, all of which were current for the VIE, was $320,424 on December 31, 2022. The VIE’s total stockholders’ deficit was $290,130 on December 31, 2022. The Company made payments of $3,018,119 and $1,746,736 to MD1 and its affiliates during the years ended December 31, 2022 and 2021, respectively. |
Foreign Currency | Foreign Currency The Company’s functional currency is the U.S. dollar. The functional currency of our foreign operation is the respective local currency. Assets and liabilities of foreign operations denominated in local currencies are translated at the spot rate in effect at the applicable reporting date, except for equity accounts which are translated at historical rates. The Consolidated Statements of Operations and Comprehensive Income are translated at the weighted average rate of exchange during the applicable period. The resulting unrealized cumulative translation adjustment for the year of 2022 was $773,707. For the same period of 2021, it was not material to the financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in its financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s financial statements relate to revenue recognition related to the allowance for doubtful accounts, stock based compensation, calculations related to the incremental borrowing rate for the Company’s lease agreements, estimates related to ongoing lease terms, software development costs, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, business combinations, reserve for losses within the Company’s insurance deductibles, income taxes, and deferred income tax. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. |
Concentration of Credit Risk and Off-Balance Sheet Risk | Concentration of Credit Risk and Off-Balance Sheet Risk The Company is potentially subject to concentration of credit risk with respect to its cash, cash equivalents and restricted cash, which the Company attempts to minimize by maintaining cash, cash equivalents and restricted cash with institutions of sound financial quality. At times, cash balances may exceed limits federally insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the funds are held. The Company has no financial instruments with off-balance sheet risk of loss. |
Major Customers | Major Customers The Company had one customer that accounted for approximately 35% of sales and 45% of net accounts receivable, for the year ended December 31, 2022. The Company had one customer that accounted for approximately 23% of revenues and 26% of net accounts receivable, and another customer that accounted for 26% of revenues and 24% of net accounts receivable for the year ended December 31, 2021. |
Major Vendor | Major Vendor The Company had one vendor that accounted for approximately 12% of total cost for the year ended December 31, 2022. The Company expects to maintain this relationship with the vendor and believe the services provided from this vendor are available from alternatives sources. The Company had one vendor that accounted for approximately 11% of total cost for the years ended December 31, 2021. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. The Company maintains 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 $8,125,966 and $803,000 with foreign financial institutions on December 31, 2022 and 2021, respectively. |
Restricted Cash | Restricted Cash Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash in the Consolidated Balance Sheets. Restricted cash is classified as either a current or non-current asset depending on the restriction period. The Company is required to pledge or otherwise restrict a portion of cash and cash equivalents as collateral for self-insurance exposures, transportation equipment leases and a standby letter of credit as required by its insurance carrier (see Notes 9 and 15). The Company utilizes a combination of insurance and self-insurance programs, including a wholly-owned captive insurance entity, to provide for the potential liabilities for certain risks, including workers’ compensation, automobile liability, general liability and professional liability. Liabilities associated with the risks that are retained by the Company within its high deductible limits are not discounted and are estimated, in part, by considering claims experience, exposure and severity factors and other actuarial assumptions. The Company has commercial insurance in place for catastrophic claims above its deductible limits. ARM Insurance, Inc. a Vermont-based wholly-owned captive insurance subsidiary of the Company, charges the operating subsidiaries premiums to insure the retained workers’ compensation, automobile liability, general liability and professional liability exposures. Pursuant to Vermont insurance regulations, ARM Insurance, Inc. maintains certain levels of cash and cash equivalents related to its self-insurance exposures. The Company also maintains certain cash balances related to its insurance programs, which are held in a self-depleting trust and restricted as to withdrawal or use by the Company other than to pay or settle self-insured claims and costs. These amounts are reflected in “Restricted cash” in the accompanying Consolidated Balance Sheets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820, Fair Value Measurements The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of December 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. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value. Future changes in fair value of the contingent financial milestone consideration, as a result of changes in significant inputs such as the discount rate and estimated probabilities of financial milestone achievements, could have a material effect on the Consolidated Statement of Operations and Consolidated Balance Sheets in the period of the change. During the year ended December 31, 2022, the Company recorded $4,000,000 Contingent consideration in connection with the Ryan Brothers Atkinson, LLC business acquisition, to be paid based on the completion of certain performance obligations over a 24-month period. In relation to the acquisition of Exceptional, the Company also agreed to pay up to $2,000,000 upon meeting certain performance conditions within two years of the Closing Date. The estimated Contingent consideration amount for Exceptional was $1,080,000 as of December 31, 2022. For Location Medical Services, LLC, the Company also recorded $2,475,540 estimated Contingent consideration in relation to the acquisition to be paid upon LMS meeting certain performance conditions in 2023. For Government Medical Services, an amount of $3,000,000 is recorded as Contingent consideration to be paid upon GMS meeting certain performance conditions within a year of the Closing Date (see Note 4). |
Accounts Receivable | 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 receivables are periodically evaluated for collectability based on past credit history with payors and their current financial condition. Changes in the estimated collectability of account 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 receivables. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. When an item is sold or retired, the costs and related accumulated depreciation or amortization are eliminated, and the resulting gain or loss, if any, is recorded in operating expenses in the Consolidated Statement of Operations. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets. A summary of estimated useful lives is as follows: Asset Category Estimated Useful Lives Buildings 39 years Office equipment and furniture 3 years Vehicles 2-8 years Medical equipment 5 years Leasehold improvements Shorter of useful life of asset or lease term Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures that improve an asset or extend its estimated useful life are capitalized. |
Software Development Costs | Software Development Costs Costs incurred during the preliminary project stage, maintenance costs and routine updates and enhancements of products are charged to expense as incurred. The Company capitalizes software development costs intended for internal use in accordance with ASC 350-40, Internal-Use Software Estimated useful lives 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 | Business Combinations The Company accounts for its business combinations under the provisions of ASC 805-10, Business Combinations 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 on the basis of historical knowledge of the business and projected financial information of the target. These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of management, and such variations may be significant to estimated values. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the recoverability of the recorded amount of long-lived assets, primarily property and equipment and finite-lived intangible assets, whenever events or changes in circumstance indicate that the recorded amount of an asset may not be fully recoverable. An impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount. If an asset is determined to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. Assets targeted for disposal are reported at the lower of the carrying amount or fair value less cost to sell. In 2022, the Company reassigned all the assets at Ambulnz Health, LLC (“Health”) to Assets held for sale as a result of an assignment for the benefit of creditors (“ABC”) transaction. We have also recognized a non-cash charge of $2,921,958 for its Goodwill impairment for the year ended December 31, 2022 in the Consolidated Statements of Operations. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the total purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. Goodwill is not amortized but is tested for impairment at the reporting unit level annually on December 31 or more frequently if events or changes in circumstances indicate that it is more likely than not to be impaired. These events include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in our market capitalization, as indicated by our publicly quoted share price, below our net book value. |
Line of Credit | Line of Credit The costs associated with the line of credit are deferred and recognized over the term of the Line of credit as interest expense. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities 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 | 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 statement of operations. For details regarding the related party transactions that occurred during the periods ended December 31, 2022 and 2021, refer to Note 17. |
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted ASU 2014-09, Revenue from Contracts with Customers 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. Transportation Services ii. Mobile Health Services 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. Disaggregation of revenue In the following table, revenue is disaggregated by as follows: Years Ended December 31, Revenue Breakdown 2022 2021 Primary Geographical Markets United States $ 419,578,082 $ 309,218,594 United Kingdom 20,937,664 9,499,986 Total revenue $ 440,515,746 $ 318,718,580 Major Segments/Service Lines Transportation Services $ 114,624,306 $ 84,268,817 Mobile Health 325,891,440 234,449,763 Total revenue $ 440,515,746 $ 318,718,580 |
Stock Based Compensation | 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 Consolidated Statements of Operations and Comprehensive Income. |
Earnings per Share | Earnings per Share Earnings per share represents the net income attributable to stockholders divided by the weighted-average number of shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting periods. Potential dilutive common stock equivalents consist of the incremental common stock issuable upon conversion of stock options. In reporting periods in which the Company has a net loss, the effect is considered anti-dilutive and excluded from the diluted earnings per share calculation. The following table presents the calculation of basic and diluted net income per share to stockholders of DocGo Inc. and Subsidiaries: For the years ending 2022 2021 Net income attributable to stockholders of DocGo Inc. and Subsidiaries: $ 34,584,498 $ 23,743,758 Weighted-average shares - basic 101,228,369 80,293,959 Effect of dilutive options 1,747,462 14,569,654 Weighted-average shares - dilutive 102,975,831 94,863,613 Net income share - basic $ 0.34 $ 0.30 Net income share - diluted $ 0.34 $ 0.25 Anti-dilutive employee share-based awards excluded 9,000,750 - |
Equity Method Investment | 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 Consolidated Balance Sheets. Changes in value of RND are recorded in “Gain (loss) on equity method investment” on the Consolidated Statements of Operations. 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 Consolidated Balance Sheets. Changes in value of NPA are recorded in “Gain (loss) on equity method investment” on the Consolidated Statements of Operations. 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. As of December 31, 2021 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 | Leases The Company categorizes leases at its inception as either operating or finance leases based on the criteria in ASC 842, Leases Leases 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 and entity to make a policy election not to apply the recognition requirements of ASC 842 to Short-term leases. The Company has elected not to apply the ASC 842 recognition criteria to any leases that qualify as Short-Term Leases. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, which requires measurement and recognition of expected credit losses for financial assets held. Following the effective date philosophy for all other entities in ASU 2019-10, which includes smaller reporting companies (SRCs) and emerging growth companies (EGC), this guidance is effective for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years. The standard is to be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is in the process of evaluating the potential impact of adopting this new accounting standard on our Consolidated Financial Statements and related disclosures. In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures Financial Instruments — Credit Losses In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Debt Restructurings Disclosure of Supplier Finance Program Obligations In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | |
Schedule of depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets | Asset Category Estimated Useful Lives Buildings 39 years Office equipment and furniture 3 years Vehicles 2-8 years Medical equipment 5 years Leasehold improvements Shorter of useful life of asset or lease term |
Schedule of revenue is disaggregated | Years Ended December 31, Revenue Breakdown 2022 2021 Primary Geographical Markets United States $ 419,578,082 $ 309,218,594 United Kingdom 20,937,664 9,499,986 Total revenue $ 440,515,746 $ 318,718,580 Major Segments/Service Lines Transportation Services $ 114,624,306 $ 84,268,817 Mobile Health 325,891,440 234,449,763 Total revenue $ 440,515,746 $ 318,718,580 |
Schedule of basic and diluted net income per share | For the years ending 2022 2021 Net income attributable to stockholders of DocGo Inc. and Subsidiaries: $ 34,584,498 $ 23,743,758 Weighted-average shares - basic 101,228,369 80,293,959 Effect of dilutive options 1,747,462 14,569,654 Weighted-average shares - dilutive 102,975,831 94,863,613 Net income share - basic $ 0.34 $ 0.30 Net income share - diluted $ 0.34 $ 0.25 Anti-dilutive employee share-based awards excluded 9,000,750 - |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | December 31, December 31, Office equipment and furniture $ 2,686,065 $ 1,977,808 Buildings 527,283 527,284 Land 37,800 37,800 Transportation equipment 20,773,862 13,772,251 Medical equipment 5,177,520 3,949,566 Leasehold improvements 579,658 616,446 29,782,188 20,881,155 Less: Accumulated depreciation (8,524,013 ) (8,147,266 ) Property and equipment, net $ 21,258,175 $ 12,733,889 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Acquisition of Businesses and Asset Acquisitions [Abstract] | |
Schedule of preliminary allocation of the assets acquired and liabilities assumed | Location Community Ryan Exceptional Government Total Consideration: Cash consideration $ 302,450 $ 5,541,269 $ 7,422,252 $ 6,375,000 $ 20,338,789 $ 39,979,760 Deferred consideration 11,279,201 - - 6,000,000 - 17,279,201 Amounts held under an escrow account - - - 1,333,333 - 1,333,333 Contingent consideration 2,475,540 - 4,000,000 1,080,000 3,000,000 10,555,540 Total consideration 14,057,191 5,541,269 11,422,252 14,788,333 23,338,789 69,147,834 Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 5,404,660 $ 892,218 $ 620,248 $ 299,050 $ 1,005,453 $ 8,221,629 Accounts receivable 623,635 7,002,325 5,844,494 3,785,490 3,975,160 21,231,104 Other current assets 134,216 1,167,326 136,157 - 30,734 1,468,433 Property, plant and equipment 519,391 4,548,956 2,125,134 2,450,900 4,092 9,648,473 Intangible assets 2,419,600 - 387,550 125,000 10,305,000 13,237,150 Total identifiable assets acquired 9,101,502 13,610,825 9,113,583 6,660,440 15,320,439 53,806,789 Accounts payable $ 40,447 $ 2,036,714 $ 44,911 $ - $ 137,239 $ 2,259,311 Due to seller - - 5,844,494 4,084,540 - 9,929,034 Other current liabilities 1,012,992 4,439,230 286,792 - 562,809 6,301,823 Total liabilities assumed 1,053,439 6,475,944 6,176,197 4,084,540 700,048 18,490,168 Goodwill/(Gain on bargain purchase) 6,009,128 (1,593,612 ) 8,484,866 12,212,433 8,718,398 33,831,213 Total purchase price $ 14,057,191 $ 5,541,269 $ 11,422,252 $ 14,788,333 $ 23,338,789 $ 69,147,834 |
Schedule of pro forma combined financial information | 2022 2021 Revenue $ 523,948,302 $ 451,696,206 Net Income 38,164,837 38,743,940 |
ABC Transaction and Held for _2
ABC Transaction and Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Transaction and Held-for-sale [Abstract] | |
Schedule of assets and liabilities | December 31, 2022 Pre ABC Adjustment Post ABC ASSETS Current assets: Cash and cash equivalents $ (190,312 ) $ 190,312 $ - Accounts receivable, net 1,219,927 (1,219,927 ) - Prepaid expenses and other current assets 22,850 (22,850 ) - Assets held for sale - 4,480,344 4,480,344 Total current assets 1,052,465 3,427,879 4,480,344 Property and equipment, net 1,107,279 (1,107,279 ) - Intangibles, net 30,697 (30,697 ) - Goodwill 5,085,689 (5,085,689 ) - Operating lease right-of-use assets 29,753 (29,753 ) - Intercompany receivables 17,957,076 - 17,957,076 Other assets 96,419 (96,419 ) - Total assets $ 25,359,378 $ (2,921,958 ) $ 22,437,420 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 196,122 $ (196,122 ) $ - Accrued liabilities 4,250,603 (4,250,603 ) - Intercompany payables 59,404,839 - 59,404,839 Operating lease liability, current 33,619 (33,619 ) - Liabilities held for sale - 4,480,344 4,480,344 Total current liabilities 63,885,183 - 63,885,183 Total liabilities $ 63,885,183 $ - $ 63,885,183 STOCKHOLDERS’ EQUITY: Accumulated deficit $ (38,525,805 ) $ (2,921,958 ) $ (41,447,763 ) Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries (38,525,805 ) (2,921,958 ) (41,447,763 ) Noncontrolling interests - - - Total stockholders’ equity $ (38,525,805 ) $ (2,921,958 ) $ (41,447,763 ) Total liabilities and stockholders’ equity $ 25,359,378 $ (2,921,958 ) $ 22,437,420 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Changes in the Carrying Value of Goodwill [Abstract] | |
Schedule of changes in the carrying value of goodwill | Carrying Value Balance as of December 31, 2020 $ 6,610,557 Goodwill acquired during the period 2,076,409 Balance as of December 31, 2021 $ 8,686,966 Goodwill acquired during the period 35,299,136 Impairment during the year (2,921,958 ) Reassignment of Goodwill to Assets held for sale (2,163,731 ) Balance as of December 31, 2022 $ 38,900,413 |
Intangibles (Tables)
Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangibles [Abstract] | |
Schedule of amortization expense | December 31, 2022 Estimated Gross Additions Accumulated Net Patents 15 years $ 48,668 $ 14,155 $ (10,116 ) $ 52,707 Computer software 5 years 294,147 (46,319 ) (224,886 ) 22,942 Operating licenses Indefinite 8,375,514 423,490 - 8,799,004 Internally developed software 4-5 years 6,013,513 2,270,545 (6,378,911 ) 1,905,147 Material contracts Indefinite - 62,550 - 62,550 Customer relationship 8-9 years - 12,397,954 (594,301 ) 11,803,653 Trademark 8 years - 326,646 (3,403 ) 323,243 $ 14,731,842 $ 15,449,021 $ (7,211,617 ) $ 22,969,246 December 31, 2021 Estimated Gross Additions Accumulated Net 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 |
Schedule of future amortization expense definite life intangible assets | Amortization Expense 2023 $ 2,494,148 2024 1,917,338 2025 1,867,861 2026 1,453,827 2027 1,453,109 Thereafter 4,921,409 Total $ 14,107,692 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Legal Proceedings [Abstract] | |
Schedule of accrued liabilities | December 31, December 31, Accrued bonus $ 1,500,717 $ 7,260,456 Accrued lab fees 584,203 4,885,539 Accrued payroll 4,245,838 3,539,301 Medicare advance - 975,415 FICA/Medicare liability 555,166 739,629 Accrued general expenses 11,436,462 3,497,418 Accrued subcontractors 8,101,150 9,564,833 Accrued fuel and maintenance 253,243 450,842 Accrued workers compensation and insurance liabilities 3,766,469 2,259,571 Other current liabilities 706,528 736,021 Accrued legal fees 344,417 1,143,629 Credit card payable 78,838 58,223 Total accrued liabilities $ 31,573,031 $ 35,110,877 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable [Abstract] | |
Schedule of notes payable | December 31, 2022 December 31, 2021 Equipment and financing loans payable, between 2.5% and 8% interest and maturing between January 2022 and October 2027 $ 1,901,514 $ 1,903,288 Loan received pursuant to the PPP Term Note - - Total notes payable 1,901,514 1,903,288 Less: current portion of notes payable $ 664,913 $ 600,449 Total non-current portion of notes payable $ 1,236,601 $ 1,302,839 |
Schedule of future minimum annual maturites of notes payable | Notes 2023 $ 563,366 2024 443,416 2025 425,863 2026 345,557 Thereafter 123,312 Total maturities $ 1,901,514 Current portion of notes payable (664,913 ) Non-current portion of notes payable $ 1,236,601 |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of operating results for the business segments | Transportation Mobile Total For the Year Ended December 31, 2022 Revenues $ 114,624,306 $ 325,891,440 $ 440,515,746 Income (loss) from operations (45,676,221 ) 67,507,849 21,831,628 Total assets 276,456,130 116,821,498 393,277,628 Depreciation and amortization expense 8,787,570 1,778,008 10,565,578 Stock compensation 2,013,643 6,040,928 8,054,571 Long-lived assets 32,302,611 50,825,223 83,127,834 For the Year Ended December 31, 2021 Revenues $ 84,268,817 $ 234,449,763 $ 318,718,580 Income (loss) from operations (26,365,962 ) 41,723,260 15,357,298 Total assets 229,206,964 80,395,688 309,602,652 Depreciation and amortization expense 5,508,679 2,002,900 7,511,579 Stock compensation 592,664 783,689 1,376,353 Long-lived assets 28,814,481 3,284,423 32,098,904 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock Based Compensation [Abstract] | |
Schedule of fair value of the sole stock option grant | Years Ended December 31 2022 2021 Risk-free interest rate 0.71% - 4.31 % 0.12% - 0.67 % Expected term (in years) 6.25 1-5 Volatility 60% - 69 % 63% - 65 % Dividend yield 0 % 0 % |
Schedule of company’s stock option activity | Options Weighted Weighted Aggregate Balance as of December 31, 2020 4,635,898 $ 1.84 7.28 $ 8,129,671 Granted/ Vested during the year 5,495,095 2.88 9.80 - Exercised during the year (1,235,130 ) 0.50 4.32 - Cancelled during the year (472,891 ) 2.37 7.93 - Balance as of December 31, 2021 8,422,972 $ 6.21 8.77 $ 24,706,020 Granted/ Vested during the year 5,443,368 7.04 - - Exercised during the year (1,699,720 ) 2.03 - - Cancelled during the year (595,312 ) 8.28 - - Balance as of December 31, 2022 11,571,308 7.11 9.05 $ 39,389,063 Options vested and exercisable as of December 31, 2022 2,628,288 $ 6.15 8.02 $ 6,982,555 |
Schedule of RSUs | RSUs Weighted- Balance as of December 31, 2021 50,192 $ 9.97 Granted 311,637 8.17 Vested during the year (56,242 ) 5.86 Balance as of December 31, 2022 305,587 8.35 Vested and unissued as of December 31, 2022 56,242 5.86 Non-vested as of December 31, 2022 305,587 8.35 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of comprise lease expenses | Components of total lease cost: December 31, December 31, Operating lease expense $ 2,294,636 $ 1,993,984 Short-term lease expense 1,201,622 1,012,260 Total lease cost $ 3,496,258 $ 3,006,244 Components of total lease payment: December 31, December 31, Finance lease payment $ 2,985,568 $ 2,741,784 Short-term lease payment - - Total lease payments $ 2,985,568 $ 2,741,784 |
Schedule of company’s operating leases were recorded in the consolidated balance sheets | December 31, December 31, Assets Lease right-of-use assets $ 9,074,277 $ 4,195,682 Total lease assets $ 9,074,277 $ 4,195,682 Liabilities Current liabilities: Lease liability – current portion $ 2,325,024 $ 1,461,335 Noncurrent liabilities: Lease liability, net of current portion 7,040,982 2,980,946 Total lease liability $ 9,366,006 $ 4,442,281 |
Schedule of weighted average remaining lease term and the weighted average discount rate | Weighted average remaining lease term (in years) – operating leases 5.57 Weighted average discount rate – operating leases 6.00 % Weighted average remaining lease term (in years) – finance leases 4 Weighted average discount rate – finance leases 6.0 % |
Schedule of future minimum lease payments under the operating leases | Operating Leases 2023 $ 2,788,584 2024 2,346,789 2025 2,345,424 2026 1,716,501 2027 and thereafter 1,440,116 Total future minimum lease payments 10,637,414 Less effects of discounting $ (1,271,408 ) Present value of future minimum lease payments $ 9,366,006 Finance Leases 2023 $ 3,156,298 2024 2,438,224 2025 2,159,661 2026 1,377,432 2027 and thereafter 468,651 Total future minimum lease payments 9,600,266 Less effects of discounting $ (953,463 ) Present value of future minimum lease payments $ 8,646,803 |
Schedule of company’s finance leases were recorded in the consolidated balance sheets | December 31, December 31, Assets Lease right-of-use assets $ 9,039,663 $ 9,307,113 Total lease assets $ 9,039,663 $ 9,307,113 Liabilities Current liabilities: Lease liability – current portion $ 2,732,639 $ 3,271,990 Noncurrent liabilities: Lease liability, net of current portion 5,914,164 6,867,420 Total lease liability $ 8,646,803 $ 10,139,410 |
Other Income (loss) (Tables)
Other Income (loss) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of other income | Years Ended December 31 2022 2021 Other income (expenses): Interest income (expense), net 762,685 (763,030 ) Gain on remeasurement of warrant liabilities 1,127,388 5,199,496 Gain (loss) on initial equity method investment 8,919 (66,818 ) Gain on remeasurement of finance leases 1,388,273 - Gain on bargain purchase 1,593,612 - Gain from PPP loan forgiveness - 142,667 Loss on disposal of fixed assets (21,173 ) (34,342 ) Goodwill impairment (2,921,958 ) - Other expenses (987,482 ) (40,086 ) Total other income 950,264 4,437,887 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of company’s effective tax rate | For the Years Ended 2022 2021 Statutory federal income tax benefit 21.00 % 21.00 % Permanent items 0.56 % (2.71 )% State taxes, net of federal tax benefit 7.77 % 5.99 % Effects of Rates Different from Statutory 0.17 % (0.06 )% Rate Change 0.01 % 0.00 % Other (3.64 )% (0.71 )% Change in valuation allowance (54.94 )% (20.98 )% Income tax (benefit)/provision (29.07 )% 2.53 % |
Schedule of income tax provision (benefit) | For the Years Ended 2022 2021 Current: Federal $ 1,493,772 $ 295,956 State and local 502,872 319,741 Foreign - - $ 1,996,644 $ 615,697 Deferred: Federal $ (7,683,475 ) $ - State and local (2,649,791 ) - Foreign 375,301 - (9,957,965 ) - Total income tax (benefit) expense $ (7,961,321 ) $ 615,697 |
Schedule of deferred tax assets and liabilities | For the Years Ended 2022 2021 Deferred tax assets (liabilities): Net operating loss carryforwards $ 11,523,632 17,153,341 Allowance for doubtful accounts 893,329 874,029 Amortization (157,839 ) (582,284 ) Prepaid expenses (994,644 ) (411,798 ) Property and equipment (2,798,988 ) (2,245,003 ) Research and development expense 303,446 (580,497 ) Accrued bonus (184,724 ) 1,414,357 Stock compensation 2,780,019 883,317 Other 114,080 197,218 Net deferred tax assets 11,478,311 16,702,680 Valuation allowance (1,520,345 ) (16,702,680 ) Deferred tax assets, net of allowance $ 9,957,966 $ - |
Description of Organization a_2
Description of Organization and Business Operations (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Description of Organization and Business Operations (Details) [Line Items] | |
Price per unit (in Dollars per share) | $ / shares | $ 0.0001 |
Net proceeds | $ 158 |
Cash held in trust account | 43.4 |
Transaction costs | 9.6 |
Underwriters’ fees | 114.6 |
Net of transaction fees | $ 10.4 |
Private Placement [Member] | |
Description of Organization and Business Operations (Details) [Line Items] | |
Price per unit (in Dollars per share) | $ / shares | $ 10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 01, 2021 | Oct. 26, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Unrealized cumulative translation | $ 773,707 | |||
Percentage of revenue | 26% | |||
Percentage of accounts receivable | 24% | |||
Total cost percentage | 12% | 11% | ||
Cash balances | $ 8,125,966 | $ 803,000 | ||
Contingent consideration | 3,000,000 | |||
Agreed to pay | 2,000,000 | |||
Exceptional consideration amount | 1,080,000 | |||
Goodwill impairment | $ 2,921,958 | |||
National Providers Association, LLC description | 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 Consolidated Balance Sheets. Changes in value of NPA are recorded in “Gain (loss) on equity method investment” on the Consolidated Statements of Operations. 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. As of December 31, 2021 DocGo owned 50% of NPA. | |||
Customer One [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Percentage of revenue | 35% | 23% | ||
Percentage of accounts receivable | 45% | |||
Customer One [Member] | Revision to Previously Reported Financial Statements [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Percentage of accounts receivable | 26% | |||
Business Combination [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Voting interest | 10% | |||
MDI [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Payments of MDI | $ 3,018,119 | $ 1,746,736 | ||
Ryan Brothers Atkinson, LLC [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Contingent consideration | 4,000,000 | |||
Medical Services, LLC [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Contingent consideration | 2,475,540 | |||
RND Health Services Inc. [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Percentage of Interest | 50% | |||
Acquired amount | $ 655,876 | |||
Variable Interest Entity [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Total revenue | 2,857,463 | |||
Net Loss | 373,456 | |||
Total assets | 610,553 | |||
Total liabilities | 320,424 | |||
Total Stockholders deficit | $ 290,130 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets | 12 Months Ended |
Dec. 31, 2022 | |
Buildings [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets [Line Items] | |
Property, Plant and Equipment | 39 years |
Office equipment and furniture [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets [Line Items] | |
Property, Plant and Equipment | 3 years |
Vehicles [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets [Line Items] | |
Property, Plant and Equipment | 2 years |
Vehicles [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets [Line Items] | |
Property, Plant and Equipment | 8 years |
Medical equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets [Line Items] | |
Property, Plant and Equipment | 5 years |
Leasehold improvements [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets [Line Items] | |
Property, Plant and Equipment | Shorter of useful life of asset or lease term |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of revenue is disaggregated - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Primary Geographical Markets [Member] | ||
Primary Geographical Markets | ||
Total revenue | $ 440,515,746 | $ 318,718,580 |
Major Segments/Service Lines [Member] | ||
Primary Geographical Markets | ||
Total revenue | 440,515,746 | 318,718,580 |
Transportation Services [Member] | Major Segments/Service Lines [Member] | ||
Primary Geographical Markets | ||
Total revenue | 114,624,306 | 84,268,817 |
Mobile Health [Member] | Major Segments/Service Lines [Member] | ||
Primary Geographical Markets | ||
Total revenue | 325,891,440 | 234,449,763 |
United States [Member] | Primary Geographical Markets [Member] | ||
Primary Geographical Markets | ||
Total revenue | 419,578,082 | 309,218,594 |
United Kingdom [Member] | Primary Geographical Markets [Member] | ||
Primary Geographical Markets | ||
Total revenue | $ 20,937,664 | $ 9,499,986 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Basic And Diluted Net Income Per Share Abstract | ||
Net income attributable to stockholders of DocGo Inc. and Subsidiaries: (in Dollars) | $ 34,584,498 | $ 23,743,758 |
Weighted-average shares - basic | 101,228,369 | 80,293,959 |
Effect of dilutive options | 1,747,462 | 14,569,654 |
Weighted-average shares - dilutive | 102,975,831 | 94,863,613 |
Net income share - basic (in Dollars per share) | $ 0.34 | $ 0.3 |
Net income share - diluted (in Dollars per share) | $ 0.34 | $ 0.25 |
Anti-dilutive employee share-based awards excluded | 9,000,750 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 4,114,346 | $ 2,312,437 |
Total disposal | $ 50,353 | $ 0 |
Property and Equipment, net (_2
Property and Equipment, net (Details) - Schedule of property and equipment, net - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 29,782,188 | $ 20,881,155 |
Less: Accumulated depreciation | (8,524,013) | (8,147,266) |
Property and equipment, net | 21,258,175 | 12,733,889 |
Office equipment and furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,686,065 | 1,977,808 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 527,283 | 527,284 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 37,800 | 37,800 |
Transportation equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 20,773,862 | 13,772,251 |
Medical equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 5,177,520 | 3,949,566 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 579,658 | $ 616,446 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Oct. 12, 2022 | Aug. 09, 2022 | Jul. 13, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 09, 2022 | Jul. 06, 2022 | |
Acquisitions (Details) [Line Items] | ||||||||
Cash consideration | $ 8,221,629 | $ 8,221,629 | ||||||
Gain on bargain purchase | $ 1,593,612 | (1,593,612) | ||||||
Contingent consideration | 10,555,540 | 10,555,540 | ||||||
Series of Individually Immaterial Asset Acquisitions [Member] | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Acquisition amount | 7,134,881 | |||||||
Government Medical Services, LLC [Member] | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Outstanding shares of common stock percentage | 100% | |||||||
Cash consideration | $ 20,338,789,000,000 | |||||||
Additional amount | $ 3,000,000,000,000 | |||||||
General and administrative expenses | 1,001,883,000,000 | |||||||
Exceptional Medical Transportation, LLC [Member] | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Business combination common stock, description | the Company acquired 100% of the outstanding shares of common stock of Exceptional Medical Transportation, LLC (“Exceptional”) in exchange for $13,708,333 consisting of $7,708,333 in cash at closing and $6,000,000 payable over a 24 month period. Holdings also agreed to pay an estimated $1,080,000 Contingent consideration upon Exceptional meeting certain performance conditions in 2023. Exceptional is in the business of providing medical transportation services. Acquisition costs are included in general and administrative expenses totaled $56,571 for the twelve months ended December 31, 2022. | |||||||
Ryan Brothers Fort Atkinson, LLC [Member] | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Business combination common stock, description | the Company acquired 100% of the outstanding shares of common stock of Ryan Brothers Fort Atkinson, LLC (“RB”) in exchange for $11,422,252 consisting of $7,422,252 in cash at closing and $4,000,000 of estimated Contingent consideration to be paid out over 24 months based on performance of certain obligations. RB is in the business of providing medical transportation services. Acquisition costs are included in general and administrative expenses totaled $230,175 for the twelve months ended December 31, 2022. | |||||||
Community Ambulance Services LTD [Member] | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
General and administrative expenses | 171,779,000 | 171,779,000 | ||||||
Cash | $ 5,541,269,000,000 | |||||||
Location Medical Services, LLC [Member] | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Outstanding shares of common stock percentage | 100% | |||||||
Cash consideration | $ 302,450,000,000 | |||||||
Additional amount | 11,279,201,000,000 | |||||||
General and administrative expenses | $ 4,200,000 | $ 4,200,000 | ||||||
Contingent consideration | $ 2,475,540,000,000 |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of preliminary allocation of the assets acquired and liabilities assumed | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Consideration: | |
Cash consideration | $ 39,979,760 |
Deferred consideration | 17,279,201 |
Amounts held under an escrow account | 1,333,333 |
Contingent consideration | 10,555,540 |
Total consideration | 69,147,834 |
Recognized amounts of identifiable assets acquired and liabilities assumed | |
Cash | 8,221,629 |
Accounts receivable | 21,231,104 |
Other current assets | 1,468,433 |
Property, plant and equipment | 9,648,473 |
Intangible assets | 13,237,150 |
Total identifiable assets acquired | 53,806,789 |
Accounts payable | 2,259,311 |
Due to seller | 9,929,034 |
Other current liabilities | 6,301,823 |
Total liabilities assumed | 18,490,168 |
Goodwill/(Gain on bargain purchase) | 33,831,213 |
Total purchase price | 69,147,834 |
Location Medical Services [Member] | |
Consideration: | |
Cash consideration | 302,450 |
Deferred consideration | 11,279,201 |
Amounts held under an escrow account | |
Contingent consideration | 2,475,540 |
Total consideration | 14,057,191 |
Recognized amounts of identifiable assets acquired and liabilities assumed | |
Cash | 5,404,660 |
Accounts receivable | 623,635 |
Other current assets | 134,216 |
Property, plant and equipment | 519,391 |
Intangible assets | 2,419,600 |
Total identifiable assets acquired | 9,101,502 |
Accounts payable | 40,447 |
Due to seller | |
Other current liabilities | 1,012,992 |
Total liabilities assumed | 1,053,439 |
Goodwill/(Gain on bargain purchase) | 6,009,128 |
Total purchase price | 14,057,191 |
Community Ambulance Service [Member] | |
Consideration: | |
Cash consideration | 5,541,269 |
Deferred consideration | |
Amounts held under an escrow account | |
Contingent consideration | |
Total consideration | 5,541,269 |
Recognized amounts of identifiable assets acquired and liabilities assumed | |
Cash | 892,218 |
Accounts receivable | 7,002,325 |
Other current assets | 1,167,326 |
Property, plant and equipment | 4,548,956 |
Intangible assets | |
Total identifiable assets acquired | 13,610,825 |
Accounts payable | 2,036,714 |
Due to seller | |
Other current liabilities | 4,439,230 |
Total liabilities assumed | 6,475,944 |
Goodwill/(Gain on bargain purchase) | (1,593,612) |
Total purchase price | 5,541,269 |
Ryan Brothers [Member] | |
Consideration: | |
Cash consideration | 7,422,252 |
Deferred consideration | |
Amounts held under an escrow account | |
Contingent consideration | 4,000,000 |
Total consideration | 11,422,252 |
Recognized amounts of identifiable assets acquired and liabilities assumed | |
Cash | 620,248 |
Accounts receivable | 5,844,494 |
Other current assets | 136,157 |
Property, plant and equipment | 2,125,134 |
Intangible assets | 387,550 |
Total identifiable assets acquired | 9,113,583 |
Accounts payable | 44,911 |
Due to seller | 5,844,494 |
Other current liabilities | 286,792 |
Total liabilities assumed | 6,176,197 |
Goodwill/(Gain on bargain purchase) | 8,484,866 |
Total purchase price | 11,422,252 |
Exceptional Medical Transport [Member] | |
Consideration: | |
Cash consideration | 6,375,000 |
Deferred consideration | 6,000,000 |
Amounts held under an escrow account | 1,333,333 |
Contingent consideration | 1,080,000 |
Total consideration | 14,788,333 |
Recognized amounts of identifiable assets acquired and liabilities assumed | |
Cash | 299,050 |
Accounts receivable | 3,785,490 |
Other current assets | |
Property, plant and equipment | 2,450,900 |
Intangible assets | 125,000 |
Total identifiable assets acquired | 6,660,440 |
Accounts payable | |
Due to seller | 4,084,540 |
Other current liabilities | |
Total liabilities assumed | 4,084,540 |
Goodwill/(Gain on bargain purchase) | 12,212,433 |
Total purchase price | 14,788,333 |
Government Medical Services [Member] | |
Consideration: | |
Cash consideration | 20,338,789 |
Deferred consideration | |
Amounts held under an escrow account | |
Contingent consideration | 3,000,000 |
Total consideration | 23,338,789 |
Recognized amounts of identifiable assets acquired and liabilities assumed | |
Cash | 1,005,453 |
Accounts receivable | 3,975,160 |
Other current assets | 30,734 |
Property, plant and equipment | 4,092 |
Intangible assets | 10,305,000 |
Total identifiable assets acquired | 15,320,439 |
Accounts payable | 137,239 |
Due to seller | |
Other current liabilities | 562,809 |
Total liabilities assumed | 700,048 |
Goodwill/(Gain on bargain purchase) | 8,718,398 |
Total purchase price | $ 23,338,789 |
Acquisitions (Details) - Sche_2
Acquisitions (Details) - Schedule of pro forma combined financial information - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Pro Forma Combined Financial Information [Abstract] | ||
Revenue | $ 523,948,302 | $ 451,696,206 |
Net Income | $ 38,164,837 | $ 38,743,940 |
ABC Transaction and Held for _3
ABC Transaction and Held for Sale (Details) - Schedule of assets and liabilities | Dec. 31, 2022 USD ($) |
Pre ABC Adjustment [Member] | |
Current assets: | |
Cash and cash equivalents | $ (190,312) |
Accounts receivable, net | 1,219,927 |
Prepaid expenses and other current assets | 22,850 |
Assets held for sale | |
Total current assets | 1,052,465 |
Property and equipment, net | 1,107,279 |
Intangibles, net | 30,697 |
Goodwill | 5,085,689 |
Operating lease right-of-use assets | 29,753 |
Intercompany receivables | 17,957,076 |
Other assets | 96,419 |
Total assets | 25,359,378 |
Current liabilities: | |
Accounts payable | 196,122 |
Accrued liabilities | 4,250,603 |
Intercompany payables | 59,404,839 |
Operating lease liability, current | 33,619 |
Liabilities held for sale | |
Total current liabilities | 63,885,183 |
Total liabilities | 63,885,183 |
STOCKHOLDERS’ EQUITY: | |
Accumulated deficit | (38,525,805) |
Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries | (38,525,805) |
Noncontrolling interests | |
Total stockholders’ equity | (38,525,805) |
Total liabilities and stockholders’ equity | 25,359,378 |
Adjustment [Member] | |
Current assets: | |
Cash and cash equivalents | 190,312 |
Accounts receivable, net | (1,219,927) |
Prepaid expenses and other current assets | (22,850) |
Assets held for sale | 4,480,344 |
Total current assets | 3,427,879 |
Property and equipment, net | (1,107,279) |
Intangibles, net | (30,697) |
Goodwill | (5,085,689) |
Operating lease right-of-use assets | (29,753) |
Other assets | (96,419) |
Total assets | (2,921,958) |
Current liabilities: | |
Accounts payable | (196,122) |
Accrued liabilities | (4,250,603) |
Operating lease liability, current | (33,619) |
Liabilities held for sale | 4,480,344 |
Total current liabilities | |
Total liabilities | |
STOCKHOLDERS’ EQUITY: | |
Accumulated deficit | (2,921,958) |
Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries | (2,921,958) |
Noncontrolling interests | |
Total stockholders’ equity | (2,921,958) |
Total liabilities and stockholders’ equity | (2,921,958) |
Post ABC Adjustment [Member] | |
Current assets: | |
Cash and cash equivalents | |
Accounts receivable, net | |
Prepaid expenses and other current assets | |
Assets held for sale | 4,480,344 |
Total current assets | 4,480,344 |
Property and equipment, net | |
Intangibles, net | |
Goodwill | |
Operating lease right-of-use assets | |
Intercompany receivables | 17,957,076 |
Total assets | 22,437,420 |
Current liabilities: | |
Accounts payable | |
Intercompany payables | 59,404,839 |
Operating lease liability, current | |
Liabilities held for sale | 4,480,344 |
Total current liabilities | 63,885,183 |
Total liabilities | 63,885,183 |
STOCKHOLDERS’ EQUITY: | |
Accumulated deficit | (41,447,763) |
Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries | (41,447,763) |
Noncontrolling interests | |
Total stockholders’ equity | (41,447,763) |
Total liabilities and stockholders’ equity | $ 22,437,420 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Legal Proceedings [Abstract] | ||
Recognized a non-cash charge | $ 2,921,958 | |
Total goodwill acquired | 35,299,136 | |
Carrying value of goodwill | $ 38,900,413 | $ 8,686,966 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of changes in the carrying value of goodwill - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Changes in the Carrying Value of Goodwill [Abstract] | ||
Balance | $ 8,686,966 | $ 6,610,557 |
Goodwill acquired during the period | 2,076,409 | |
Balance | 38,900,413 | $ 8,686,966 |
Goodwill acquired during the period | 35,299,136 | |
Impairment during the year | (2,921,958) | |
Reassignment of Goodwill to Assets held for sale | $ (2,163,731) |
Intangibles (Details)
Intangibles (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangibles [Abstract] | ||
Amortization expense | $ 3,214,814 | $ 1,845,193 |
Intangibles (Details) - Schedul
Intangibles (Details) - Schedule of amortization expense - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Additions | $ 4,057,736 | |
Net Carrying Amount | 10,678,049 | |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,674,106 | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (4,053,793) | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 15 | 15 |
Additions | $ 14,155 | $ 29,393 |
Net Carrying Amount | 52,707 | 42,301 |
Patents [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 48,668 | 19,275 |
Patents [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (10,116) | $ (6,367) |
Computer software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 5 | 5 |
Additions | $ (46,319) | $ 161,331 |
Net Carrying Amount | 22,942 | 74,759 |
Computer software [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 294,147 | 132,816 |
Computer software [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (224,886) | $ (219,388) |
Operating licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | Indefinite | Indefinite |
Additions | $ 423,490 | |
Net Carrying Amount | 8,799,004 | $ 8,375,514 |
Operating licenses [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,375,514 | 8,375,514 |
Operating licenses [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | ||
Internally developed software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Additions | 2,270,545 | 3,867,012 |
Net Carrying Amount | $ 1,905,147 | $ 2,185,475 |
Internally developed software [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 4 | 4 |
Gross Carrying Amount | $ 6,013,513 | $ 2,146,501 |
Internally developed software [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 5 | 5 |
Accumulated Amortization | $ (6,378,911) | $ (3,828,038) |
Material Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | Indefinite | |
Additions | $ 62,550 | |
Net Carrying Amount | 62,550 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Additions | 12,397,954 | |
Net Carrying Amount | $ 11,803,653 | |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 8 | |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 9 | |
Accumulated Amortization | $ (594,301) | |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 8 | |
Additions | $ 326,646 | |
Net Carrying Amount | 323,243 | |
Trademarks [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (3,403) |
Intangibles (Details) - Sched_2
Intangibles (Details) - Schedule of future amortization expense definite life intangible assets | Dec. 31, 2022 USD ($) |
Schedule of amortization expense for the next five years in aggregate [Abstract] | |
2023 | $ 2,494,148 |
2024 | 1,917,338 |
2025 | 1,867,861 |
2026 | 1,453,827 |
2027 | 1,453,109 |
Thereafter | 4,921,409 |
Total | $ 14,107,692 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Accrued Liabilities [Abstract] | ||
Accrued bonus | $ 1,500,717 | $ 7,260,456 |
Accrued lab fees | 584,203 | 4,885,539 |
Accrued payroll | 4,245,838 | 3,539,301 |
Medicare advance | 975,415 | |
FICA/Medicare liability | 555,166 | 739,629 |
Accrued general expenses | 11,436,462 | 3,497,418 |
Accrued subcontractors | 8,101,150 | 9,564,833 |
Accrued fuel and maintenance | 253,243 | 450,842 |
Accrued workers compensation and insurance liabilities | 3,766,469 | 2,259,571 |
Other current liabilities | 706,528 | 736,021 |
Accrued legal fees | 344,417 | 1,143,629 |
Credit card payable | 78,838 | 58,223 |
Total accrued liabilities | $ 31,573,031 | $ 35,110,877 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | 1 Months Ended | |||
Nov. 01, 2022 | Jan. 26, 2022 | Dec. 17, 2021 | Dec. 31, 2022 | |
Line of Credit (Details) [Line Items] | ||||
Revolving advance amount | $ 12,000,000 | |||
Revolving advances description | Each Revolving Advance shall bear interest at a per annum rate equal to the Wall Street Journal Prime Rate (7.75% as of March 10, 2023), 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. | |||
Unused fee | 0.50% | |||
Revolving commitment amount | $ 12,000,000,000,000 | |||
Fund operations | $ 1,000,000 | |||
Maximum revolving advance amount | $ 90,000,000 | |||
Revolving facility amount increase | $ 50,000,000 | |||
SOFR loan | 1.25% | |||
Base rate loan | 0.25% | |||
Outstanding balance amount | $ 0 | |||
DocGo Inc [Member] | ||||
Line of Credit (Details) [Line Items] | ||||
Loan secured by assets | 100% |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Notes Payable (Details) [Line Items] | ||
Aggregate installment amount | $ 76,546 | |
Interest expense | $ 117,664 | $ 61,324 |
Minimum [Member] | ||
Notes Payable (Details) [Line Items] | ||
Interest range percentage | 2.50% | 2.50% |
Maximum [Member] | ||
Notes Payable (Details) [Line Items] | ||
Interest range percentage | 8% | 8% |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of notes payable - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Notes Payable [Abstract] | ||
Equipment and financing loans payable, between 2.5% and 8% interest and maturing between January 2022 and May 2051 | $ 1,901,514 | $ 1,903,288 |
Loan received pursuant to the PPP Term Note | ||
Total notes payable | 1,901,514 | 1,903,288 |
Less: current portion of notes payable | 664,913 | 600,449 |
Total non-current portion of notes payable | $ 1,236,601 | $ 1,302,839 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of notes payable (Parentheticals) | Dec. 31, 2022 | Dec. 31, 2021 |
Minimum [Member] | ||
Schedule of Notes Payable [Abstract] | ||
Equipment and financing loans payable | 2.50% | 2.50% |
Maximum [Member] | ||
Schedule of Notes Payable [Abstract] | ||
Equipment and financing loans payable | 8% | 8% |
Notes Payable (Details) - Sch_3
Notes Payable (Details) - Schedule of future minimum annual maturites of notes payable | Dec. 31, 2022 USD ($) |
Schedule of Future Minimum Annual Maturites of Notes Payable [Abstract] | |
2022 | $ 563,366 |
2024 | 443,416 |
2025 | 425,863 |
2026 | 345,557 |
Thereafter | 123,312 |
Total maturities | 1,901,514 |
Current portion of notes payable | (664,913) |
Non-current portion of notes payable | $ 1,236,601 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Warrant Liabilities (Details) [Line Items] | ||
Gain on remeasurement of warrant liabilities | $ 5.2 | |
Remeasurement of warrant liabilities | $ 1.1 | |
Warrants exercise | 1,406,371 | |
Redemption of warrant | 68,514 | |
Warrant per share | $ 0.1 | |
Public Warrants [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Number of warrants | 3,833,333 | |
Fair value | $ 8.1 | |
Private Placement Warrants [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Number of warrants | 2,533,333 | |
Fair value | $ 5.4 |
Business Segment Information (D
Business Segment Information (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Business Segment Information _2
Business Segment Information (Details) - Schedule of operating results for the business segments - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 440,515,746 | $ 318,718,580 |
Income (loss) from operations | 21,831,628 | 15,357,298 |
Total assets | 393,277,628 | 309,602,652 |
Depreciation and amortization expense | 10,565,578 | 7,511,579 |
Stock compensation | 8,054,571 | 1,376,353 |
Long-lived assets | 83,127,834 | 32,098,904 |
Transportation Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 114,624,306 | 84,268,817 |
Income (loss) from operations | (45,676,221) | (26,365,962) |
Total assets | 276,456,130 | 229,206,964 |
Depreciation and amortization expense | 8,787,570 | 5,508,679 |
Stock compensation | 2,013,643 | 592,664 |
Long-lived assets | 32,302,611 | 28,814,481 |
Mobile Health Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 325,891,440 | 234,449,763 |
Income (loss) from operations | 67,507,849 | 41,723,260 |
Total assets | 116,821,498 | 80,395,688 |
Depreciation and amortization expense | 1,778,008 | 2,002,900 |
Stock compensation | 6,040,928 | 783,689 |
Long-lived assets | $ 50,825,223 | $ 3,284,423 |
Equity (Details)
Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Nov. 01, 2017 | May 23, 2019 | Dec. 31, 2022 | Jun. 30, 2022 | May 24, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | |
Equity (Details) [Line Items] | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Authorized common shares | 500,000,000 | 500,000,000 | |||||
Common stock authorized to purchase (in Dollars) | $ 40,000,000 | ||||||
Common stock repurchased share | 536,839 | ||||||
Common stock repurchased amount (in Dollars) | $ 3,731,712 | ||||||
Common Stock [Member] | |||||||
Equity (Details) [Line Items] | |||||||
Number of common stock rate | 1,000 | ||||||
Common stock converted | 100,000 | ||||||
Total authorized common shares increased | 154,503 | ||||||
Common stock voting rights | 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. | ||||||
Series A preferred stock [Member] | |||||||
Equity (Details) [Line Items] | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||
Preferred stock, share authorized | 40,000 | ||||||
Percentage of non-cumulative dividends | 8% | ||||||
Paid preferred stock value | 3,000 | ||||||
Class A common stock [Member] | |||||||
Equity (Details) [Line Items] | |||||||
Conversion price per share (in Dollars per share) | $ 3,000 | ||||||
Common stock converted | 35,597 | ||||||
Authorized common shares | 78,000 | ||||||
Class B Common Stock [Member] | |||||||
Equity (Details) [Line Items] | |||||||
Common stock converted | 64,402 | ||||||
Authorized common shares | 76,503 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Based Compensation (Details) [Line Items] | ||
Stock options granted contractual term | 10 years | |
Employee options (in Shares) | 2,600,000 | |
Weighted average fair value per share (in Dollars per share) | $ 7.04 | $ 2.88 |
Stock Option Awards Granted | $ 41,666,564 | $ 20,792,804 |
Weighted-average period | 2 years 1 month 28 days | |
Total fair value | $ 2,547,498 | |
Aggregate amount | 535,000 | |
Stock-based compensation expense | 870,579 | |
Unrecognized compensation cost | $ 2,177,713 | |
Weighted-average period | 1 year 8 months 12 days | |
Minimum [Member] | ||
Stock Based Compensation (Details) [Line Items] | ||
Vesting period | 1 year | |
Maximum [Member] | ||
Stock Based Compensation (Details) [Line Items] | ||
Vesting period | 4 years | |
Class A Common Stock [Member] | ||
Stock Based Compensation (Details) [Line Items] | ||
Reserved shares (in Shares) | 16,607,894 |
Stock Based Compensation (Det_2
Stock Based Compensation (Details) - Schedule of fair value of the sole stock option grant | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Based Compensation (Details) - Schedule of fair value of the sole stock option grant [Line Items] | ||
Expected term (in years) | 6 years 3 months | |
Dividend yield | 0% | 0% |
Minimum [Member] | ||
Stock Based Compensation (Details) - Schedule of fair value of the sole stock option grant [Line Items] | ||
Risk-free interest rate | 0.71% | 0.12% |
Expected term (in years) | 1 year | |
Volatility | 60% | 63% |
Maximum [Member] | ||
Stock Based Compensation (Details) - Schedule of fair value of the sole stock option grant [Line Items] | ||
Risk-free interest rate | 4.31% | 0.67% |
Expected term (in years) | 5 years | |
Volatility | 69% | 65% |
Stock Based Compensation (Det_3
Stock Based Compensation (Details) - Schedule of company’s stock option activity - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Company SStock Option Activity Abstract | |||
Options Shares , Beginning | 4,635,898 | 8,422,972 | |
Weighted Average Exercise Price , Beginning | $ 1.84 | $ 6.21 | |
Weighted Average Remaining Contractual Life in Years , Beginning | 7 years 3 months 10 days | ||
Aggregate Intrinsic Value , Beginning | $ 8,129,671 | $ 24,706,020 | |
Options Shares,Granted/ Vested during the year | 5,443,368 | 5,495,095 | |
Weighted Average Exercise Price , Granted/ Vested during the year | $ 7.04 | $ 2.88 | |
Weighted Average Remaining Contractual Life in Years ,Granted/ Vested during the year | 9 years 9 months 18 days | ||
Aggregate Intrinsic Value ,Granted/ Vested during the year | |||
Options Shares ,Exercised during the year | (1,699,720) | (1,235,130) | |
Weighted Average Exercise Price ,Exercised during the year | $ 2.03 | $ 0.5 | |
Weighted Average Remaining Contractual Life in Years ,Exercised during the year | 4 years 3 months 25 days | ||
Aggregate Intrinsic Value ,Exercised during the year | |||
Options Shares ,Cancelled during the year | (595,312) | (472,891) | |
Weighted Average Exercise Price ,Cancelled during the year | $ 8.28 | $ 2.37 | |
Weighted Average Remaining Contractual Life in Years ,Cancelled during the year | 7 years 11 months 4 days | ||
Aggregate Intrinsic Value ,Cancelled during the year | |||
Options Shares , Ending | 11,571,308 | 8,422,972 | |
Weighted Average Exercise Price ,Ending | $ 7.11 | $ 6.21 | |
Weighted Average Remaining Contractual Life in Years ,Ending | 9 years 18 days | 8 years 9 months 7 days | |
Aggregate Intrinsic Value ,Ending | $ 39,389,063 | $ 24,706,020 | |
Options Shares ,Options vested and exercisable | 2,628,288 | ||
Weighted Average Exercise Price ,Options vested and exercisable | $ 6.15 | ||
Weighted Average Remaining Contractual Life in Years ,Options vested and exercisable | 8 years 7 days | ||
Aggregate Intrinsic Value ,Options vested and exercisable | $ 6,982,555 |
Stock Based Compensation (Det_4
Stock Based Compensation (Details) - Schedule of RSUs | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Schedule Of Rsus Abstract | |
RSUs , Beginning | shares | 50,192 |
Weighted- Average Grant Date Fair Value Per RSU ,Beginning | $ / shares | $ 9.97 |
RSUs ,Granted | shares | 311,637 |
Weighted- Average Grant Date Fair Value Per RSU ,Granted | $ / shares | $ 8.17 |
RSUs ,Vested during the year | shares | (56,242) |
Weighted- Average Grant Date Fair Value Per RSU ,Vested during the year | $ / shares | $ 5.86 |
RSUs ,Ending | shares | 305,587 |
Weighted- Average Grant Date Fair Value Per RSU , Ending | $ / shares | $ 8.35 |
RSUs ,Vested and unissued | shares | 56,242 |
Weighted- Average Grant Date Fair Value Per RSU, Vested and unissued | $ / shares | $ 5.86 |
RSUs ,Non-vested | shares | 305,587 |
Weighted- Average Grant Date Fair Value Per RSU ,Non-vested | $ / shares | $ 8.35 |
Leases (Details)
Leases (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 01, 2019 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | ||||
Expiring Date | 2029 | |||
Estimated borrowing rate | 6% | |||
Operating lease expense | $ 2,294,636 | $ 1,993,984 | ||
Operating lease payment | 2,294,636 | |||
Financing lease payments | 2,985,568 | |||
Finance lease agreement with liability | 8,646,803 | 10,139,410 | ||
Accumulated depreciation | 7,906,966 | 7,095,242 | ||
Depreciation expense | 3,236,418 | $ 2,913,925 | ||
Gains from lease | $ 1,400,000 | $ 1,593,612 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of comprise lease expenses - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Comprise Lease Expenses Abstract | ||
Operating lease expense | $ 2,294,636 | $ 1,993,984 |
Short-term lease expense | 1,201,622 | 1,012,260 |
Total lease cost | 3,496,258 | 3,006,244 |
Finance lease payment | 2,985,568 | 2,741,784 |
Short-term lease payment | ||
Total lease payments | $ 2,985,568 | $ 2,741,784 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of company’s operating leases were recorded in the consolidated balance sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Lease right-of-use assets | $ 9,074,277 | $ 4,195,682 |
Total lease assets | 9,074,277 | 4,195,682 |
Liabilities | ||
Lease liability - current portion | 2,325,024 | 1,461,335 |
Lease liability, net of current portion | 7,040,982 | 2,980,946 |
Total lease liability | $ 9,366,006 | $ 4,442,281 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of weighted average remaining lease term and the weighted average discount rate | Dec. 31, 2022 |
Schedule Of Weighted Average Remaining Lease Term And The Weighted Average Discount Rate Abstract | |
Weighted average remaining lease term (in years) – operating leases | 5 years 6 months 25 days |
Weighted average discount rate – operating leases | 6% |
Weighted average remaining lease term (in years) – finance leases | 4 years |
Weighted average discount rate – finance leases | 6% |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of future minimum lease payments under the operating leases | Dec. 31, 2022 USD ($) |
Operating Leases [Member] | |
Leases (Details) - Schedule of future minimum lease payments under the operating leases [Line Items] | |
2022 | $ 2,788,584 |
2023 | 2,346,789 |
2024 | 2,345,424 |
2025 | 1,716,501 |
2027 and thereafter | 1,440,116 |
Total future minimum lease payments | 10,637,414 |
Less effects of discounting | (1,271,408) |
Present value of future minimum lease payments | 9,366,006 |
Finance Leases [Member] | |
Leases (Details) - Schedule of future minimum lease payments under the operating leases [Line Items] | |
2022 | 3,156,298 |
2023 | 2,438,224 |
2024 | 2,159,661 |
2025 | 1,377,432 |
2027 and thereafter | 468,651 |
Total future minimum lease payments | 9,600,266 |
Less effects of discounting | (953,463) |
Present value of future minimum lease payments | $ 8,646,803 |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of company’s finance leases were recorded in the consolidated balance sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Lease right-of-use assets | $ 9,039,663 | $ 9,307,113 |
Total lease assets | 9,039,663 | 9,307,113 |
Liabilities | ||
Lease liability – current portion | 2,732,639 | 3,271,990 |
Lease liability, net of current portion | 5,914,164 | 6,867,420 |
Total lease liability | $ 8,646,803 | $ 10,139,410 |
Other Income (loss) (Details)
Other Income (loss) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Other Income and Expenses [Abstract] | |
Company recognized other income | $ 950,264 |
Net of realized foreign exchange loss | $ 4,437,887 |
Other Income (loss) (Details) -
Other Income (loss) (Details) - Schedule of other income - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Other Income Abstract | ||
Interest income (expense), net | $ 762,685 | $ (763,030) |
Gain on remeasurement of warrant liabilities | 1,127,388 | 5,199,496 |
Gain (loss) on initial equity method investment | 8,919 | (66,818) |
Gain on remeasurement of finance leases | 1,388,273 | |
Gain on bargain purchase | 1,593,612 | |
Gain from PPP loan forgiveness | 142,667 | |
Loss on disposal of fixed assets | (21,173) | (34,342) |
Goodwill impairment | (2,921,958) | |
Other expenses | (987,482) | (40,086) |
Total other income | $ 950,264 | $ 4,437,887 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | ||
Subcontractor payments | $ 547,500 | $ 656,883 |
Accounts payable | 86,555 | 230,517 |
Ely D. Tendler Strategic & Legal Services PLLC totaling [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Legal payments | $ 960,081 | $ 702,083 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | |
Income Taxes [Abstract] | |||
Federal net operating loss carryforwards | $ 35,289,184 | $ 53,573,046 | $ 35,289,184 |
Foreign net operating loss carryforwards | 1,520,345 | 202,965 | |
State net operating loss carryforward | $ 2,592,560 | $ 67,229,895 | |
Valuation allowance description | The valuation allowance for deferred tax assets as of December 31, 2022 and 2021 was $1,520,345 and $16,702,680, respectively. The net change in the total valuation allowance for the years ended December 31, 2022, and 2021 was a decrease of $15,182,335 and $5,328,621, respectively. | ||
Total Penalties Description | The Company accrued total penalties and interest of $0 during the years ended December 31, 2022 and 2021 and in total, as of both December 31, 2022 and 2021 has recognized penalties and interest of $0. |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of company’s effective tax rate | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Company SEffective Tax Rate [Abstract] | ||
Statutory federal income tax benefit | 21% | 21% |
Permanent items | 0.56% | (2.71%) |
State taxes, net of federal tax benefit | 7.77% | 5.99% |
Effects of Rates Different From Statutory | 0.17% | (0.06%) |
Rate Change | 0.01% | 0% |
Other | (3.64%) | (0.71%) |
Change in valuation allowance | (54.94%) | (20.98%) |
Income tax (benefit)/provision | (29.07%) | 2.53% |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax provision (benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | $ 1,493,772 | $ 295,956 |
State and local | 502,872 | 319,741 |
Foreign | ||
Total | 1,996,644 | 615,697 |
Deferred: | ||
Federal | (7,683,475) | |
State and local | (2,649,791) | |
Foreign | 375,301 | |
Total | (9,957,965) | |
Total income tax (benefit) expense | $ (7,961,321) | $ 615,697 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred tax assets (liabilities): | ||
Net operating loss carryforwards | $ 11,523,632 | $ 17,153,341 |
Allowance for doubtful accounts | 893,329 | 874,029 |
Amortization | (157,839) | (582,284) |
Prepaid expenses | (994,644) | (411,798) |
Property and equipment | (2,798,988) | (2,245,003) |
Research and development expense | 303,446 | (580,497) |
Accrued bonus | (184,724) | 1,414,357 |
Stock compensation | 2,780,019 | 883,317 |
Other | 114,080 | 197,218 |
Net deferred tax assets | 11,478,311 | 16,702,680 |
Valuation allowance | (1,520,345) | (16,702,680) |
Deferred tax assets, net of allowance | $ 9,957,966 |
401(K) Plan (Details)
401(K) Plan (Details) | Dec. 31, 2022 USD ($) |
401(K) Plan [Abstract] | |
Contributions amounting | $ 226,260 |
Legal Proceedings (Details)
Legal Proceedings (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Legal Proceedings [Abstract] | ||
Recorded a liability | $ 1,000,000 | $ 1,000,000 |
Administrative costs and fees | $ 1,000,000 |
Risk and Uncertainties (Details
Risk and Uncertainties (Details) - USD ($) | 1 Months Ended | ||
Apr. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |||
Payments received | $ 2,397,024 | ||
Medicare accelerated payments | $ 975,415 | $ 975,415 |