DocGo Inc. 10-K

Item 8. Financial Statements and Supplementary Data. 58 DocGo Inc. and Subsidiaries Index to the Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID: 1013 ) F-2 Consolidated Balance Sheets as of December 31, 2021 and 2020 F- 3 - F-4 Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2021 and 2020 F-5 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021 and 2020 F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020 F- 7 - F-8 Notes to Consolidated Financial Statements F-9 - F-36 F- 1 Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors DocGo Inc. and Subsidiaries New York, New York Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of DocGo Inc. and Subsidiaries (the “Company” and formerly known as Ambulnz, Inc. and Subsidiaries) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for the years then ended (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and comprehensive income (loss) and its cash flows for the years then ended , in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Urish Popeck & Co., LLC We have served as the Company’s auditor since 2021. Pittsburgh , PA March 15, 2022 F- 2 DocGo Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS Years Ended December 31, 2021 2020 ASSETS Current assets: Cash and cash equivalents $ 175,537,221 $ 32,418,220 Accounts receivable, net of allowance of $ 7,377,389 and $ 3,193,048 as of December 31, 2021 and 2020, respectively 78,383,614 24,854,957 Prepaid expenses and other current assets 2,111,656 1,150,491 Total current assets 256,032,491 58,423,668 Property and equipment, net 12,733,889 9,105,597 Intangibles, net 10,678,049 10,674,106 Goodwill 8,686,966 6,610,557 Restricted cash 3,568,509 2,039,053 Operating lease right-of-use assets 4,195,682 4,997,407 Finance lease right-of-use assets 9,307,113 7,001,644 Equity method investment 589,058 - Other assets 3,810,895 1,320,331 Total assets $ 309,602,652 $ 100,172,363 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 15,833,970 $ 3,954,123 Accrued liabilities 35,110,877 14,254,438 Line of credit 25,881 - Notes payable, current 600,449 664,357 Due to seller 1,571,419 1,125,522 Operating lease liability, current 1,461,335 1,620,470 Finance lease liability, current 3,271,990 1,876,765 Total current liabilities 57,875,921 23,495,675 Notes payable, non-current 1,302,839 594,494 Operating lease liability, non-current 2,980,946 3,638,254 Finance lease liability, non-current 6,867,420 5,496,899 Warrant liabilities 13,518,502 - Total liabilities 82,545,628 33,225,322 Commitments and Contingencies The accompanying notes are an integral part of these Consolidated Financial statements F- 3 DocGo Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS (CONTINUED) Years Ended December 31, 2021 2020 STOCKHOLDERS’ EQUITY: Class A common stock ($ 0.0001 par value; 500,000,000 and no par value 125,482,677 shares authorized as of December 31, 2021 and 2020, respectively; 100,133,953 and 76,489,205 shares issued and outstanding as of December 31, 2021 and 2020, respectively) 10,013 - Additional paid-in-capital 283,161,216 142,346,852 Accumulated deficit ( 63,556,714 ) ( 87,300,472 ) Accumulated other comprehensive loss ( 32,501 ) ( 48,539 ) Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries 219,582,014 54,997,841 Noncontrolling interests 7,475,010 11,949,200 Total stockholders’ equity 227,057,024 66,947,041 Total liabilities and stockholders’ equity $ 309,602,652 $ 100,172,363 The accompanying notes are an integral part of these Consolidated Financial statements. F- 4 DocGo Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Years Ended December 31, 2021 2020 Revenue, net $ 318,718,580 $ 94,090,658 Expenses: Cost of revenues (exclusive of depreciation and amortization, which is shown separately below) 208,971,062 62,743,607 Operating expenses: General and administrative 74,892,828 34,913,395 Depreciation and amortization 7,511,579 5,507,655 Legal and regulatory 3,907,660 3,747,865 Technology and development 3,320,183 1,189,583 Sales, advertising and marketing 4,757,970 746,236 Total expenses 303,361,282 108,848,341 Income (loss) from operations 15,357,298 ( 14,757,683 ) Other income (expenses): Interest income (expense), net ( 763,030 ) ( 204,632 ) Gain from PPP loan forgiveness 142,667 - Gain (loss) on disposal of fixed assets ( 34,342 ) 30,546 Gain on remeasurement of warrant liabilities 5,199,496 - Loss on initial equity method investment ( 66,818 ) - Other income (loss) ( 40,086 ) 300,000 Total other income (expense) 4,437,887 125,914 Net income (loss) before income tax benefit (expense) 19,795,185 ( 14,631,769 ) Income tax expense ( 615,697 ) ( 167,443 ) Net income (loss) 19,179,488 ( 14,799,212 ) Net loss attributable to noncontrolling interests ( 4,564,270 ) ( 439,268 ) Net income (loss) attributable to stockholders of DocGo Inc. and Subsidiaries 23,743,758 ( 14,359,944 ) Other comprehensive income (loss) Foreign currency translation adjustment 16,038 196,345 Total comprehensive gain (loss) $ 23,759,796 $ ( 14,163,599 ) Net income (loss) per share attributable to DocGo Inc. and Subsidiaries - Basic $ 0.30 $ ( 0.25 ) Weighted-average shares outstanding - Basic 80,293,959 58,370,157 Net income (loss) per share attributable to DocGo Inc. and Subsidiaries - Diluted $ 0.25 $ ( 0.25 ) Weighted-average shares outstanding - Diluted 94,863,613 58,370,157 The accompanying notes are an integral part of these Consolidated Financial statements. F- 5 DocGo Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Series A Preferred Stock Class A Common Stock Class B Common Stock Additional Accumulated Accumulated Other Comprehensive Noncontrolling Total Stockholders’ Shares Amount Shares Amount Shares Amount Paid-in-Capital Deficit Income Interests Equity Balance - January 1, 2020 28,055 $ - 35,497 $ - 55,008 $ - $ 141,659,780 $ ( 72,940,528 ) $ ( 244,884 ) $ 10,888,466 $ 79,362,834 Noncontrolling interests - - - - - - - - - 1,500,002 1,500,002 Stock based compensation - - - - - - 687,072 - - - 687,072 Foreign currency translation - - - - - - - - 196,345 - 196,345 Net income attributable to Noncontrolling interests - - - - - - - - - ( 439,268 ) ( 439,268 ) Net loss attributable to stockholders of DocGo Inc. and Subsidiaries - - - - - - - ( 14,359,944 ) - - ( 14,359,944 ) Balance - December 31, 2020 28,055 $ - 35,497 $ - 55,008 $ - $ 142,346,852 $ ( 87,300,472 ) $ ( 48,539 ) $ 11,949,200 $ 66,947,041 Effect of reverse acquisition 18,099,548 - 22,900,719 - 35,488,938 - - - - - - Conversion of share due to merger recapitalization ( 18,099,548 ) - ( 22,900,719 ) 7,649 ( 35,488,938 ) - - - - - 7,649 Effect of reverse acquisition - - 76,489,205 7,649 - - 142,346,852 ( 87,300,472 ) ( 48,539 ) 11,949,200 66,954,690 Share issued for services - - 171,608 17 - - - - - - 17 Exercise of cashless warrants - - 1,817,507 182 - - - - - - 182 Issuance of shares net redemption and issuance costs of $ 9,566,304 - - 5,297,097 530 - - 43,404,558 - - - 43,405,088 PIPE, net of issuance costs of $ 10,396,554 - - 12,500,000 1,250 - - 114,602,318 - - - 114,603,568 Exercise of stock options - - 1,235,131 123 - - 628,469 - - - 628,592 Stock based compensation - - - - - - 1,376,353 - - - 1,376,353 Fair value of Warrants from reverse acquisition - - - - - - ( 18,717,998 ) - - - ( 18,717,998 ) UK Ltd. Shares purchase (Note 4) - - 50,192 5 - - ( 479,336 ) - - ( 242,945 ) ( 722,276 ) Sponsor Earnout shares - - 2,573,213 257 - - - - - - 257 Noncontrolling interest contribution - - - - - - - - - 333,025 333,025 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 - December 31, 2021 - $ - 100,133,953 $ 10,013 - $ - $ 283,161,216 $ ( 63,556,714 ) $ ( 32,501 ) $ 7,475,010 $ 227,057,024 The accompanying notes are an integral part of these Consolidated Financial statements F- 6 DocGo Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (loss) $ 19,179,488 $ ( 14,799,212 ) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of property and equipment 2,312,437 1,874,069 Amortization of intangible assets 1,845,193 1,451,214 Amortization of finance lease right-of-use assets 2,913,925 2,182,372 Loss (Gain) on disposal of assets 34,342 ( 30,546 ) Loss from equity method investment 66,818 - Gain from PPP loan forgiveness ( 142,667 ) - Bad debt expense 4,467,956 1,885,457 Stock based compensation 1,376,353 687,072 Due to seller write off - ( 300,000 ) Gain on remeasurement of warrant liabilities ( 5,199,496 ) - Changes in operating assets and liabilities: Accounts receivable ( 57,996,613 ) ( 16,153,948 ) Prepaid expenses and other current assets ( 961,165 ) 94,091 Other assets ( 2,490,564 ) ( 218,099 ) Accounts payable 11,879,850 3,006,187 Accrued liabilities 20,766,723 9,666,651 Net cash used in operating activities ( 1,947,420 ) ( 10,654,692 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment ( 4,808,409 ) ( 4,361,501 ) Proceeds from disposal of property and equipment 74,740 276,224 Acquisition of intangibles ( 1,849,136 ) ( 1,954,745 ) Acquisition of businesses ( 1,300,000 ) - Acquisition of leased assets ( 50,504 ) - Investments in equity method investment ( 655,876 ) - Net cash used in investing activities ( 8,589,185 ) ( 6,040,022 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving credit line 8,000,000 - Repayments of revolving credit line ( 8,000,000 ) - Repayments of notes payable ( 604,826 ) ( 798,371 ) Due to seller ( 595,528 ) ( 34,002 ) Noncontrolling interest contributions 333,025 1,500,002 Acquisition of UK Ltd remaining 20% shares ( 479,331 ) - Proceeds from exercise of stock options 628,592 - Issuance costs related to merger recapitalization ( 19,961,460 ) - Proceeds from issuance of Class A common stock, net of transaction cost 178,102,313 - Payments on obligations under finance lease ( 2,216,309 ) ( 1,479,722 ) Net cash provided by (used in) financing activities 155,206,476 ( 812,093 ) Effect of exchange rate changes on cash and cash equivalents ( 21,414 ) 196,345 Net increase (decrease) in cash and restricted cash 144,648,457 ( 17,310,462 ) Cash and restricted cash at beginning of period 34,457,273 51,767,735 Cash and restricted cash at end of period $ 179,105,730 $ 34,457,273 The accompanying notes are an integral part of these Consolidated Financial statements F- 7 DocGo Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) Years Ended December 31, 2021 2020 Supplemental disclosure of cash and non-cash transactions: Cash paid for interest $ 315,272 $ 608,262 Cash paid for interest on finance lease liabilities $ 525,476 $ 440,852 Cash paid for income taxes $ 615,697 $ 117,443 Right-of-use assets obtained in exchange for lease liabilities $ 5,271,662 $ 1,600,289 Fixed assets acquired in exchange for notes payable $ 1,113,102 $ - Due to Seller non cash $ 434,494 $ - Gain from PPP loan forgiveness $ 142,667 $ - Reconciliation of cash and restricted cash Cash $ 175,537,221 $ 32,418,220 Restricted Cash 3,568,509 2,039,053 Total cash and restricted cash shown in statement of cash flows $ 179,105,730 $ 34,457,273 Non-cash investing activities Acquisition of business funded by acquisition payable 1,028,942 837,168 The accompanying notes are an integral part of these Consolidated Financial statements F- 8 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 PIPE Financing, net of transaction fees of $ 10.4 million. 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. 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 statements of financial condition represents the portion of consolidated joint ventures and a variable interest entity in which the Company does not have direct equity ownership. Accounts and transactions between consolidated entities have been eliminated. Certain amounts in the prior years’ consolidated statements of changes in stockholders’ equity and statements of cash flows have been reclassified to conform to the current year presentation. F- 9 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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 $ 477,654 as of December 31, 2021. Net loss for the VIE was $ 122,982 as of December 31, 2021. The VIE’s total assets, all of which were current, amounted to $ 481,338 on December 31, 2021. Total liabilities, all of which were current for the VIE, was $ 906,444 on December 31, 2021. The VIE’s total stockholders’ deficit was $ 425,106 on December 31, 2021. The Company made payments of $ 1,746,736 and $ 298,404 to MD1 and its affiliates during the years ended December 31, 2021 and 2020, respectively. Foreign Currency Assets and liabilities of non-U.S. subsidiaries that operate in a local currency environment, where that local currency is the functional currency, are translated to U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting translation adjustments directly recorded to a separate component of accumulated other comprehensive income. Income and expense accounts are translated at average exchange rates during the year. Remeasurement adjustments are recorded in other income (loss), net. The effect of foreign currency exchange rates on cash and cash equivalents was not material for any of the fiscal years presented. 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 options and 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 deductible, 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. F- 10 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Concentration of Credit Risk and Off-Balance Sheet Risk The Company is potentially subject to concentration of credit risk with respect to its cash, cash equivalents and restricted cash, which the Company attempts to minimize by maintaining cash, cash equivalents and restricted cash with institutions of sound financial quality. At times, cash balances may exceed limits federally insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the funds are held. The Company has no financial instruments with off-balance sheet risk of loss. Major Customers The Company has one customer that accounted for approximately 23 % of revenue and 26 % of net accounts receivable, and one customer that accounted for 26 % of revenues and 24 % of net accounts receivable for the year ended December 31, 2021. In 2020, no single customer accounted for more than 10 % of revenue or net accounts receivable. The Company expects to maintain its relationship with these customers. Major Vendor The Company has one vendor that accounted for approximately 11 % of cost of sales for the years ended December 31, 2021 and 2020. The Company expects to maintain this relationship with the vendor and believe the services provided from this vendor are available from alternatives sources. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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. F- 11 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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 $ 803,000 and $ 323,000 with foreign financial institutions on December 31, 2021 and 2020, 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 the line of credit, transportation equipment leases and a standby letter of credit as required by its insurance carrier (see Notes 8 and 14). Fair Value of Financial Instruments ASC 820, Fair Value Measurements , provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and December 31, 2020. 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. 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. F- 12 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. When an item is sold or retired, the costs and related accumulated depreciation or amortization are eliminated, and the resulting gain or loss, if any, is recorded in operating expenses in the 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 5 - 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 . Costs incurred in developing the application of its software and costs incurred to upgrade or enhance product functionalities are capitalized when it is probable that the expenses would result in future economic benefits to the Company and the functionalities and enhancements are used for their intended purpose. Capitalized software costs are amortized over its useful life. Estimated useful 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 (“ASC 805-10”), which requires that the acquisition method of accounting be used for all business combinations. Assets acquired and liabilities assumed, including NCI, are recorded at the date of acquisition at their respective fair values. ASC 805-10 also specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill. 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. F- 13 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Impairment of Long-Lived Assets The Company evaluates the recoverability of the recorded amount of long-lived assets, primarily property and equipment and finite-lived intangible assets, whenever events or changes in circumstance indicate that the recorded amount of an asset may not be fully recoverable. An impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount. If an asset is determined to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. Assets targeted for disposal are reported at the lower of the carrying amount or fair value less cost to sell. For the periods ending December 31, 2021 and 2020, management determined that there was no impairment loss required to be recognized for the carrying value of long-lived assets. Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the purchase price of an acquired business over the fair value of amounts assigned to assets acquired and liabilities assumed. Goodwill and indefinite-lived intangible assets, consisting primarily of operating licenses, are not amortized, but are evaluated for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable. In assessing the recoverability of goodwill and indefinite-lived intangible assets, the Company makes assumptions regarding the estimated future cash flows, including forecasted revenue growth, projected gross margin and the discount rate to determine the fair value of these assets. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges against these assets in the reporting period in which the impairment is determined. The Company tests goodwill for impairment at the reporting unit level, which is one level below the operating segment. The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the one-step quantitative assessment. If as a result of the qualitative assessment, it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test will be required. Otherwise, no further testing will be required. If a quantitative impairment test is performed, the Company compares the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. Estimating the fair value of the reporting units requires significant judgment by management. If the carrying amount of a reporting unit exceeds the fair value of the reporting unit, goodwill impairment is recognized. Any excess in carrying value over the estimated fair value is recorded as impairment loss and charged to the results of operations in the period such determination is made. For the periods ended December 31, 2021 and 2020, management determined that there was no impairment loss required to be recognized in the carrying value of goodwill or other intangible assets. The Company selected December 31 as its annual testing date. 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 cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. The Company accounts for its 6,366,638 common stock warrants issued in connection with its initial public offering ( 3,833,305 ) and Private Placement ( 2,533,333 ) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the reverse merger was valued at the current market price at the transaction date and revalued at December 31, 2021. F- 14 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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, 2021 and 2020, refer to Note 16. Revenue Recognition On January 1, 2019, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”), as amended. To determine revenue recognition for contractual arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify each contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when (or as) the relevant performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services the Company provides to the customer. The Company generates revenues from the provision of (1) ambulance and medical transportation services (“Transportation Services”) and (2) Mobile Health services. The customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, therefore the Company satisfies performance obligations immediately. The Company has utilized the “right to invoice” expedient which allows an entity to recognize revenue in the amount of consideration to which the entity has the right to invoice when the amount that the Company has the right to invoice corresponds directly to the value transferred to the customer. Revenues are recorded net of an estimated contractual allowances for claims subject to contracts with responsible paying entities. The Company estimates contractual allowances at the time of billing based on contractual terms, historical collections, or other arrangements. All transaction prices are fixed and determinable 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 : These services encompass both emergency response and non-emergency transport services. Non-emergency transport services include ambulance transports and wheelchair transports. Net revenue from transportation services is derived from the transportation of patients based on billings to third party payors and healthcare facilities. ii. Mobile Health Services : These services include services performed at home and offices, COVID-19 testing, and event services which include on-site healthcare support at sporting events and concerts. The Company concluded that Transportation Services and any related support activities are a single performance obligation under ASC 606. The transaction price is determined by the fixed rate usage-based fees or fixed fees which are agreed upon in the Company’s executed contracts. For Mobile Health, the performance of the services and any related support activities are a single performance obligation under ASC 606. Mobile Health services are typically billed based on a fixed rate (i.e., time and materials separately or combined) fee structure taking into consideration staff and materials utilized. F- 15 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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, 2021 2020 Primary Geographical Markets United States $ 309,218,594 $ 88,362,445 United Kingdom 9,499,986 5,728,213 Total revenue $ 318,718,580 $ 94,090,658 Major Segments/Service Lines Transportation Services $ 84,268,817 $ 63,188,855 Mobile Health 234,449,763 30,901,803 Total revenue $ 318,718,580 $ 94,090,658 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. All stock-based compensation costs are recorded in operating expenses in the consolidated statements of operations. 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 on an as-converted to common share basis. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting periods. Potential dilutive common stock equivalents consist of the incremental common shares issuable upon exercise of warrants and the incremental shares issuable upon conversion of stock options. In reporting periods in which the Company has a net loss, the effect of these are considered anti-dilutive and excluded from the diluted earnings per share calculation. On December 31, 2020, the Company excluded from its calculation 24,753,760 shares because their inclusion would have been anti-dilutive. F- 16 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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 “Loss from 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 “Loss from 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. At 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 . The Company adopted FASB ASC 842, Leases , (“ASC 842”) on January 1, 2019, using the modified retrospective approach, and has established a Right-of-Use (“ROU”) Asset and a current and non-current Lease Liability for each lease arrangement identified. The lease liability is recorded at the present value of future lease payments discounted using the discount rate that approximates the Company’s incremental borrowing rate for the lease established at the commencement date, and the ROU asset is measured as the lease liability plus any initial direct costs, less any lease incentives received before commencement. The Company recognizes a single lease cost, so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis. The Company has lease arrangements for vehicles, equipment and facilities. These leases typically have original terms not exceeding 10 years and, in some cases contain multi-year renewal options, none of which are reasonably certain of exercise. The Company’s lease arrangements may contain both lease and non-lease components. The Company has elected to combine and account for lease and non-lease components as a single lease component. The Company has incorporated residual value obligations in leases for which there is such occurrences. Regarding short-term leases, ASC 842-10-25-2 permits 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. F- 17 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or its tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. Recently Issued Accounting Standards Not Yet Adopted In January 2020, the FASB issued ASU 2020-01- Investments-Equity Securities (“ ASC 321” ), Investments-Equity Method and Joint Ventures (“ ASC 323” ), and Derivatives and Hedging (“ ASC 815” )-Clarifying the Interactions between ASC 321, ASC 323, and ASC 815 (a consensus of the Emerging Issues Task Force) , which clarifies the interaction of the accounting for certain equity securities, equity method investments, and certain forward contracts and purchased options. The guidance clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying measurement principles for certain equity securities immediately before applying or discontinuing the equity method. The Company expects to adopt this guidance in 2022 using a prospective method. The assessment of the adoption of this ASU is in process and is not expected to have a material impact on the Company’s Consolidated Financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (“ ASC 740”): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which modifies ASC 740 to reduce complexity while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 is effective for the Company for interim and annual reporting periods beginning after December 15, 2021. The Company is currently assessing the impact of ASU 2019-12, but it is not expected to have a material impact on the Company’s Consolidated Financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (“ ASC 326” ): Measurement of Credit Losses on Financial Instruments , that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and will be applied as a cumulative-effect adjustment to retained earnings. The Company is currently evaluating the impact of the pending adoption of the new standard on its Consolidated Financial statements and intends to adopt the standard on January 1, 2023. In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options . The ASU addresses the previous lack of specific guidance in the accounting standards codification related to modifications or exchanges of freestanding equity-classified written call options (such as warrants) by specifying the accounting for various modification scenarios. The ASU is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted for any periods after issuance to be applied as of the beginning of the fiscal year that includes the interim period. The assessment of the adoption of this ASU is in process and is not expected to have a material impact on the Company’s Consolidated Financial statements. F- 18 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, and early adoption is permitted. The assessment of the adoption of this ASU is in process and is not expected to have a material impact on the Company’s Consolidated Financial statements. 3. Property and Equipment, net Property and equipment, net, as of December 31, 2021 and 2020 are as follows: December 31, 2021 December 31, 2020 Office equipment and furniture $ 1,977,808 $ 1,044,555 Buildings 527,284 200,000 Land 37,800 37,800 Transportation equipment 13,772,251 10,418,045 Medical equipment 3,949,566 2,681,510 Leasehold improvements 616,446 593,300 20,881,155 14,975,210 Less: accumulated depreciation ( 8,147,266 ) ( 5,869,613 ) Property and equipment, net $ 12,733,889 $ 9,105,597 The Company recorded depreciation expense of $ 2,312,437 and $ 1,874,069 as of December 31, 2021 and 2020, respectively. 4. Acquisition of Businesses and Asset Acquisitions LJH Ambulance Acquisition On November 20, 2020, AF WI LNZ, LLC, a subsidiary of Ambulnz-FMC North America LLC (“FMC NA”), a subsidiary of Holdings, entered into the Share Purchase Agreement (“Agreement”) with LJH Ambulance (“LJH”). LJH was in the business of providing medical transportation services. The purchase price consisted of $ 465,000 cash consideration. The Company also agreed to pay the Seller 50 % of all proceeds from accounts receivable that were outstanding as of the Agreement signing date that are actually received by the Company after the Agreement closing date. The Company also incurred $ 55,800 of transaction costs which were expensed as incurred, at the time of the closing of the acquisition, and recorded in the general and administrative account on the consolidated statement of operations. The LJH transaction closed on January 12, 2022 with the outstanding acquisition payable balance of $ 282,518 being paid off on March 4, 2022. F- 19 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The purchase price was allocated as follows: Consideration: Cash consideration $ 465,000 Contingent consideration – collection of accounts receivable 372,168 Total consideration $ 837,168 Recognized amounts of identifiable assets acquired and liabilities assumed Accounts receivable $ 744,336 Other current assets 3,427 Property, plant and equipment 372,800 Intangible assets 200,000 Total identifiable assets acquired 1,320,563 Notes payable 372,921 Accounts receivable collections payable 372,168 Accounts payable and accrued expenses 41,423 Total liabilities assumed 786,512 Goodwill 303,117 Total purchase price $ 837,168 Ambulnz UK Ltd Acquisition On August 19, 2021, the Company purchased the remaining 20% of Ambulnz UK Ltd’s outstanding B Ordinary shares. As a result of this transaction, DocGo Inc now owns 100% of Ambulnz UK Ltd. Consideration for the transaction is £750,000 (USD $1,014,240 as of December 31, 2021) of which £368,313 (USD $498,077 as of December 31, 2021) will be paid in restricted stock consisting of 50,192 Class A Common Shares of DocGo Inc at a fair market value per share of $10 and £381,687 (USD $516,160 as of December 31, 2021) in cash, payable in 4 equal monthly installments of £96,920.30 (USD $129,040 as of December 31, 2021) plus interest at 6% per annum. Cash payments are due September 30, 2021, October 31, 2021, November 30, 2021, and December 31, 2021. Restricted stock will vest and transfer restrictions shall lapse according to the following schedule: 8,258 shares on February 1, 2022, 8387 shares on August 19, 2022, 8387 shares on February 1, 2023, 8387 shares on August 19, 2023, 8387 shares on February 1, 2024, and 8386 shares August 19, 2024. Vesting is contingent upon the employment of the seller, vesting will cease upon resignation by participant or if participant is terminated for cause. As of December 31, 2021, all cash payments were made. Keshes Inc. (Rainbow Ambulette) Acquisition On March 23, 2018, Ambulnz NY 4, LLC (also known as AZ Ambulette, LLC, a subsidiary of Holdings), entered into an Asset Purchase Agreement (“Agreement”) with Keshes Inc. (d/b/a Rainbow Ambulette). Keshes Inc. was in the business of providing ambulette services. The total purchase price was $ 800,000 . The Company also agreed to assume the liabilities agreed on the contract. On December 23, 2021, the Company amended and restated the Agreement dated as of March 23, 2018 to purchase substantially all of the assets of Keshes Inc., and waived all conditions to close the Agreement. The Keshes Inc. transaction closed on December 23, 2021. F- 20 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Mid Atlantic Care, LLC Acquisition (Joint Venture) On December 2021, AF DE LNZ, LLC, a subsidiary of Holdings, entered into an asset purchase agreement to acquire certain assets and assume certain liabilities of Mid Atlantic Care, LLC (“Mid Atlantic”). Mid Atlantic was in the business of providing medical transportation services for hospitals, nursing homes, healthcare facilities and municipalities in the States of Delaware, New Jersey, Maryland and Pennsylvania. The aggregate purchase price for Mid Atlantic was $ 2,300,000 ; $1,300,000 was paid in cash on the effective date, $600,000 will be paid in cash on the closing date, and $428,942 of debt was assumed. Additional consideration amounting to $1,000,000 will be paid at $500,000 each year on the first and second anniversary date contingent on (i) the acquired operations meeting certain performance targets and (ii) the former shareholder’s continuing employment with the Company. The purchase price was allocated as follows: Consideration: Cash consideration: Paid at transaction date $ 1,300,000 Cash at closing 600,000 Liabilities assumed: Lease liabilities 124,233 Loans 278,828 Line of credit 25,881 Total consideration $ 2,328,942 Recognized amounts of identifiable assets and liabilities assumed: Vehicles $ 45,500 Equipment 82,800 ROU assets 124,233 Total tangible assets acquired $ 252,533 Goodwill $ 2,076,409 Total assets acquired $ 2,328,942 As of December 31, 2021 and 2020, the Company recorded $ 1,571,419 , and $ 1,125,522 , respectively, as due to seller in the consolidated balance sheet. F- 21 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 5. Goodwill The Company recorded goodwill in connection with its acquisitions. The changes in the carrying value of goodwill for the period ended December 31, 2021 are as noted in the tables below: Carrying Value Balance at December 31, 2019 $ 6,307,440 Goodwill acquired during the period 303,117 Balance at December 31, 2020 $ 6,610,557 Goodwill acquired during the period 2,076,409 Balance at December 31, 2021 $ 8,686,966 6. Intangibles The Company recorded amortization expense of $ 1,845,193 and $ 1,451,214 as of December 31, 2021 and 2020, respectively. December 31, 2021 Estimated Useful Life (Years) Gross Carrying Amount Additions Accumulated Amortization Net Carrying Amount Patents 15 years $ 19,275 $ 29,393 $ ( 6,367 ) $ 42,301 Computer software 5 years 132,816 161,331 ( 219,388 ) 74,759 Operating licenses Indefinite 8,375,514 - - 8,375,514 Internally developed software 4 - 5 years 2,146,501 3,867,012 ( 3,828,038 ) 2,185,475 $ 10,674,106 $ 4,057,736 $ ( 4,053,793 ) $ 10,678,049 December 31, 2020 Estimated Useful Life (Years) Gross Carrying Amount Additions Accumulated Amortization Net Carrying Amount Patents 15 years $ 17,197 $ 6,185 $ ( 4,107 ) $ 19,275 Computer software 5 years 279,249 14,899 ( 161,332 ) 132,816 Operating licenses Indefinite 8,175,514 200,000 - 8,375,514 Internally developed software 4 - 5 years 2,256,001 1,933,661 ( 2,043,161 ) 2,146,501 $ 10,727,961 $ 2,154,745 $ ( 2,208,600 ) $ 10,674,106 Future amortization expense at December 31, 2021 for the next five years and in the aggregate are as follows: Amortization Expense 2022 $ 1,261,541 2023 685,914 2024 186,282 2025 139,474 2026 3,245 Thereafter 26,079 Total $ 2,302,535 F- 22 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 7. Accrued Liabilities Accrued liabilities consisted of the following at the dates indicated: December 31, 2021 December 31, 2020 Accrued bonus $ 7,260,456 $ 1,000,000 Accrued lab fees 4,885,539 4,267,665 Accrued payroll 3,539,301 2,409,105 Medicare advance 975,415 2,397,024 FICA/Medicare liability 739,629 1,793,551 Accrued general expenses 3,497,418 437,684 Accrued subcontractors 9,564,833 - Accrued fuel and maintenance 450,842 181,195 Accrued workers compensation 2,259,571 538,897 Other current liabilities 736,021 50,000 Accrued legal fees 1,143,629 1,172,425 Credit card payable 58,223 6,892 Total accrued liabilities $ 35,110,877 $ 14,254,438 8. Line of Credit On May 13, 2021, the Company entered into a revolving loan and security agreement with a bank (the “Lender”), with a maximum revolving advance amount of $ 12,000,000 . Each Revolving Advance shall bear interest at a per annum rate equal to the Wall Street Journal Prime Rate ( 3.25 % at December 31, 2021), as the same may change from time to time, plus one percent (1.00%), but in no event less than five percent ( 5.00 %) per annum, calculated on the basis of a 360-day year for the actual number of days elapsed (“Contract Rate”). The revolving loan has a maturity date of May 12, 2022 (“Maturity Date”). This loan is secured by all assets of entities owned 100 % by DocGo Inc. On November 8, 2021, the company paid off the outstanding balance of the line of credit. This loan is subject to certain financial covenants such as a Fixed Charge Coverage Ratio and Debt to Effective Tangible Net Worth. On December 17, 2021, Ambulnz-FMC North America, LLC (“FMC NA”), entered into a revolving loan and bridge credit and security agreement with a subsidiary of one of its members with a maximum revolving advance amount of $ 12,000,000 . Each Revolving Advance shall bear interest at a per annum rate equal to the Wall Street Journal Prime Rate ( 3.25 % at December 31, 2021), as the same may change from time to time, plus one percent (1.00%), but in no event less than five percent (5.00%) per annum, calculated on the basis of a 360-day year for the actual number of days in the applicable period. The agreement is subject to certain financial covenants such as an unused fee, whereas the Company shall pay to the subsidiary of one of its members an unused fee in the amount of 0.5 % of the average daily amount by which the Revolving Commitment Amount ($ 12 million) exceeds the principal balance of the aggregate outstanding advances. All accrued and unpaid interest and unused fee shall be due and payable on the first anniversary of the date of the agreement (“Revolving Credit Maturity Date”). This loan is secured by all assets of entities owned 100 % by DocGo Inc. As of December 31, 2021, the outstanding balance of the line of credit was zero. On January 26, 2022, the company drew $ 1,000,000 to fund operations and meet short-term obligations. F- 23 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 9. Notes Payable The Company has various loans with finance companies with monthly installments aggregating $ 102,235 , inclusive of interest ranging from 2.5 % through 7.5 %. The notes mature at various times through 2051 and are secured by transportation equipment. The following table summarizes the Company’s notes payable: December 31, 2021 December 31, 2020 Equipment and financing loans payable, between 2.5 % and 7.5 % interest and maturing between January 2022 and May 2051 $ 1,903,288 $ 1,116,184 Loan received pursuant to the Payroll Protection Program Term Note - 142,667 Total notes payable 1,903,288 1,258,851 Less: current portion of notes payable $ 600,449 $ 664,357 Total non-current portion of notes payable $ 1,302,839 $ 594,494 Interest expense was $ 61,324 and $ 15,848 for the periods ended December 31, 2021 and 2020, respectively. Future minimum annual maturities of notes payable at December 31, 2021 are as follows: Notes Payable 2022 561,863 2023 485,390 2024 326,565 2025 248,120 2026 149,536 Thereafter 131,814 Total maturities $ 1,903,288 Current portion of notes payable ( 600,449 ) Long-term portion of notes payable $ 1,302,839 Paycheck Protection Program Loan On November 20, 2020, the Company entered into a stock purchase agreement with LJH. Under the agreement, the Company acquired 100 % of the outstanding shares of common stock Prior to the acquisition, LJH received $ 142,667 from the Paycheck Protection Program (the “PPP Loan”), established pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). As part of the purchase agreement, the Company acquired the $ 142,667 PPP Loan and recorded the balance in notes payable. The unsecured PPP Loan accrues interest on the outstanding principal at the rate of 1 % per annum, due on September 13, 2021. This loan was forgiven in August of 2021 and a gain from the forgiveness of this loan was recognized in Gain from PPP loan forgiveness. 10. Derivative Warrant Liabilities The Company determined the fair value of its Public Warrants, which are traded in active markets, using quoted market prices for identical instruments. Accordingly, the Public Warrants are classified as Level 1 financial instruments. As of December 31, 2021, there are 3,833,305 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 is the same as that of a Public Warrant, with an insignificant adjustment for marketability restrictions. Accordingly, the Private Warrants are 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. F- 24 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 11. Business Segment Information The Company conducts business as two operating segments, Transportation Services and Mobile Health services. In accordance with ASC 280, Segment Reporting , operating segments are components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is the chief executive officer, in deciding how to allocate resources and assessing performance. The Company’s business operates in two operating segments because the Company’s entities have two main revenue streams, and the Company’s chief operating decision maker evaluates the Company’s financial information and resources and assesses the performance of these resources by revenue stream. The accounting policies of the segments are the same as the accounting policies of the Company as a whole. The Company evaluates the performance of its Transportation services and Mobile Health services segments based primarily on results of operations. Operating results for the business segments of the Company are as follows: Transportation Services Mobile Health Services Total As of 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 As of Year Ended December 31, 2020 Revenues $ 63,188,855 $ 30,901,803 $ 94,090,658 Income (loss) from operations ( 19,285,424 ) 4,527,741 ( 14,757,683 ) Total assets $ 88,632,928 $ 11,539,435 $ 100,172,363 Depreciation and amortization expense $ 5,496,769 $ 10,886 $ 5,507,655 Stock compensation $ 687,072 $ - $ 687,072 Long-lived assets $ 25,710,265 $ 679,995 $ 26,390,260 Long-lived assets include property, plant and equipment, goodwill and intangible assets. Geographic Information Revenues by geographic location included in Note 2. F- 25 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 12. Equity Preferred Stock In November 2021, the Company’s Series A prefeed 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 dividend equal to 8 % of the original issue price as defined in the agreement when declared by the board of directors. The holders of the Series A preferred stock had preferential liquidation rights and rank senior to the holders of common stock. If a liquidation were to occur, the holders of the Series A preferred stock would have been paid an amount equal to $ 3,000 per share, subject to adjustment as defined in the articles of incorporation, plus all accrued and unpaid dividends thereon. After the payment of the Series A preferred stockholders, the common stockholders would have been paid out on a pro-rate basis. Common Stock On November 1, 2017, Ambulnz, Inc. converted its legal structure from a limited liability company to a corporation and converted its membership units into shares of common stock at a rate of 1,000 shares per membership unit. The total authorized number of shares of common stock converted was 100,000 shares, comprised of 35,597 shares of Class A common stock and 64,402 shares of Class B common stock. Prior to the reverse merger, on May 23, 2019, the Ambulnz, Inc amended and restated its articles of incorporation and the total authorized common shares increased to 154,503 shares, comprised of 78,000 shares of Class A common stock and 76,503 shares of Class B common stock. The Class A common stockholders had voting rights equivalent to one vote per share of common stock and the Class B common stockholders have no voting rights. Dividends may be paid to the common stockholders out of funds legally available, when declared by the board of directors. Preacquisition Warrants On February 15, 2018, the Ambulnz, Inc issued a warrant to purchase 1,367 shares of Class B Common Stock at a purchase price of $ 0.01 per share to an investor in conjunction with a capital investment. The warrant has no expiration date. The fair value on the date of issuance was $ 5,400 per share for a total fair value of $ 7,381,800 . On May 23, 2019, this warrant was exchanged for a warrant to purchase 2,461 shares of Series A Preferred Stock at a purchase price of $ 0.01 per share. The exchanged warrant has no expiration date, with a fair value on the date of issuance of $ 3,000 per share for a total fair value of $ 7,383,000 . These warrants were cashless exercised in November 2021 for 1,587,700 shares of common DocGo Inc. stock. On June 5, 2019, the Company issued a warrant to purchase 667 shares of Series A Preferred Stock at a purchase price of $ 3,000 per share to an investor in conjunction with a capital investment. The warrant expires on June 6, 2029. The fair value on the date of issuance was $ 2,078 per warrant for a total fair value of $ 1,386,026 . These warrants were cashless exercised in November 2021 for 229,807 shares of common DocGo Inc. stock. F- 26 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 13. 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 over periods ranging from three to five years. The stock options are subject to time vesting requirements through 2031 and are nontransferable. Stock options granted have a maximum contractual term of 10 years. On December 31, 2021, approximately 2.5 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. The Company’s shares of stock are not publicly traded; however, management has taken the average of several publicly traded companies that are 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. The Company utilized contemporaneous valuations in determining the fair value of its shares at the date of option grants. Prior to the Merger, 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 December 31, 2020 valuations also included an approach that took into consideration a pending non-binding letter of intent from Motion Acquisition Corp. The March 11, 2021 valuation report relied solely on the fair value of the Company’s shares implied by the March 8, 2021 Merger Agreement with Motion Acquisition Corp. 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. The following assumptions were used to compute the fair value of the sole stock option grant during the period ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Risk-free interest rate 0.12 % - 0.67 % . 14 % - 1.58 % Expected term (in years) 1 - 5 2 Volatility 63 % - 65 % 44.48 % Dividend yield 0 % 0 % F- 27 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following table summarizes the Company’s stock option activity under the Plan for the period ended December 31, 2021: Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding at January 1, 2019 2,741,867 $ 2.19 7.81 $ 1,344,800 Granted/ Vested during the year 1,322,548 1.59 10.01 Exercised during the year - - - Cancelled during the year ( 451,602 ) 6.36 - Balance, December 31, 2019 3,612,813 1.92 7.74 $ 1,344,800 Granted/ Vested during the year 1,035,523 1.66 9.11 Exercised during the year - - - Cancelled during the year ( 12,438 ) - - Balance, 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, December 31, 2021 8,422,972 6.21 8.77 $ 24,706,020 Options vested and exercisable at December 31, 2021 2,378,212 $ 2.88 6.91 $ 15,914,624 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, 2021 and 2020 was $ 2.80 and $ 0.43 , respectively. As of December 31, 2021 and 2020, the total unrecognized compensation related to unvested stock option awards granted was $ 20,792,804 and $ 1,947,767 , respectively, which the Company expects to recognize over a weighted-average period of approximately 3.7 and 2.4 years. 14. Leases Operating Leases The Company is obligated to make rental payments under non-cancellable operating leases for office, dispatch station space, and transportation equipment, expiring at various dates through 2026 . Under the terms of the leases, the Company is also obligated for its proportionate share of real estate taxes, insurance and maintenance costs of the property. The Company is required to hold certain funds in restricted cash and cash equivalents accounts under some of these agreements. Certain leases for property and transportation equipment contain options to purchase, extend or terminate the lease. Determining the lease term and amount of lease payments to include in the calculation of the right-of-use (ROU) asset and lease obligations for leases containing options requires the use of judgment to determine whether the exercise of an option is reasonably certain and whether the optional period and payments should be included in the calculation of the associated ROU asset and lease obligation. In making 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. F- 28 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Lease Costs The table below comprise lease expenses for the periods ended December 31, 2021 and 2020: Components of total lease cost: December 30, 2021 December 30, 2020 Operating lease expense $ 1,993,984 $ 1,828,356 Short-term lease expense 1,012,260 175,006 Total lease cost $ 3,006,244 $ 2,003,362 Lease Position as of December 31, 2021 Right-of-use lease assets and lease liabilities for the Company’s operating leases were recorded in the consolidated balance sheets as follows: December 30, 2021 December 30, 2020 Assets Lease right-of-use assets $ 4,195,682 $ 4,997,407 Total lease assets $ 4,195,682 $ 4,997,407 Liabilities Current liabilities: Lease liability - current portion $ 1,461,335 $ 1,620,470 Noncurrent liabilities: Lease liability, net of current portion 2,980,946 3,638,254 Total lease liability $ 4,442,281 $ 5,258,724 Lease Terms and Discount Rate Weighted average remaining lease term (in years) - operating leases 4.14 Weighted average discount rate - operating leases 6.00 % F- 29 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Undiscounted Cash Flows Future minimum lease payments under the operating leases at December 31, 2021 are as follows: Operating Leases 2022 $ 1,676,108 2023 1,223,423 2024 816,775 2025 828,396 2026 424,851 2027 and thereafter - Total future minimum lease payments 4,969,553 Less effects of discounting ( 527,272 ) Present value of future minimum lease payments $ 4,442,281 Operating lease expense approximated $ 1,993,984 and $ 1,828,356 for the years ended December 31, 2021 and 2020, respectively. For the year ended December 31, 2021, the Company made $ 1,993,984 of fixed cash payments related to operating leases and $ 2,741,784 related to finance leases. Finance Leases The Company leases vehicles under a non-cancelable finance lease agreements with a liability of $ 10,139,410 and $ 7,373,664 for the periods ended December 31, 2021 and 2020, (accumulated depreciation of $ 7,095,242 and $ 4,181,317 as of December 31, 2021 and 2020). Depreciation expense for the vehicles under non-cancelable lease agreements amounted to $ 2,913,925 and $ 2,126,351 for the years ended December 31, 2021 and 2020, respectively. Lease Payments The table below comprise lease payments for the periods ended December 31, 2021 and 2020: Components of total lease payment: December 31, 2021 December 31, 2020 Finance lease payment $ 2,741,784 $ 2,122,550 Short-term lease payment - - Total lease payments $ 2,741,784 $ 2,122,550 F- 30 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Lease Position as of December 31, 2021 Right-of-use lease assets and lease liabilities for the Company’s finance leases were recorded in the consolidated balance sheet as follows: December 31, 2021 December 31, 2020 Assets Lease right-of-use assets $ 9,307,113 $ 7,001,644 Total lease assets $ 9,307,113 $ 7,001,644 Liabilities Current liabilities: Lease liability - current portion $ 3,271,990 $ 1,876,765 Noncurrent liabilities: Lease liability, net of current portion 6,867,420 5,496,899 Total lease liability $ 10,139,410 $ 7,373,664 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, 2021: Weighted average remaining lease term (in years) - finance leases 3.74 Weighted average discount rate - finance leases 6.02 % Undiscounted Cash Flows Future minimum lease payments under the finance leases at December 31, 2021 are as follows: Finance Leases 2022 $ 3,793,669 2023 3,031,143 2024 1,725,470 2025 1,733,910 2026 1,073,180 2027 and thereafter - Total future minimum lease payments 11,357,372 Less effects of discounting ( 1,217,962 ) Present value of future minimum lease payments $ 10,139,410 15. Other Income In 2021, the Company recognized other loss of $ 40,086 , net of $ 45,826 from realized foreign exchange loss offset by rental income of $ 5,740 . In 2020, the Company recognized other income of $ 300,000 from a legal settlement in the Consolidated Statements of Operations and Comprehensive Loss for the year. F- 31 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 16. Related Party Transactions Historically, the Company has been involved in transactions with various related parties. The Company purchases medical supplies from Medline Industries, Inc. Medline Industries, Inc. is an investor in the Company, and therefore a related party. The Company made payments to Medline Industries, Inc. for medical supplies in the amount of $ 271,103 and $ 148,276 for the years ended December 31, 2021 and 2020 respectively. PrideStaff provides subcontractor services for the Company. The PrideStaff franchise is owned by an operations manager of the Company and his spouse, therefore, is a related party. The Company made subcontractor payments to PrideStaff totaling $ 656,883 and $ 1,044,120 for the years ended December 31, 2021 and 2020 respectively. Harpua, Inc. provides commission services for the Company. Harpua is owned by an operations manager of the Company, therefore is a related party. The Company made commission payments to Harpua totaling $ 155,092 and $ 84,852 for the years ended December 31, 2021 and 2020 respectively. SM Hewlett, LLC provides commission services for the Company. SM Hewlett is owned by an operations manager of the Company, therefore is a related party. The Company made commission payments to SM Hewlett totaling $ 132,414 for year ended December 31, 2021.On December 17, 2021, a subsidiary of the Company entered into a line of credit with an entity that is a member of one of its joint ventures, which it may borrow up to $ 12 million. (See note 8). As of December 31, 2021 there was no outstanding balance on this line of credit. Ely D. Tendler Strategic & Legal Services PLLC (“EDTSLS”) provides commission services for the Company. Ely D. Tendler Strategic & Legal Services PLLC is owned by General Counsel of the Company, therefore is a related party. The Company made commission payments to Ely D. Tendler Strategic & Legal Services PLLC totaling $ 702,083 and $ 555,055 for the years ended December 31, 2021 and 2020 respectively. Included in accounts payable were $ 230,517 and $ 5,169 due to related parties as of December 31, 2021 and 2020, respectively. 17. 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 December 31, 2021 2020 Statutory federal income tax benefit 21.00 % 21.00 % Permanent items ( 2.71 )% 0.44 % State taxes, net of federal tax benefit 5.99 % 8.02 % Effects of Rates Different From Statutory ( 0.06 )% 0.00 % Rate Change 0.00 % 0.00 % Other ( 0.71 )% 0.00 % Change in valuation allowance ( 20.98 )% ( 28.36 )% Income tax provision/(benefit) 2.53 % 1.10 % F- 32 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The components of income tax provision (benefit) are as follows: For the Years Ended December 31, 2021 2020 Current: Federal $ 295,956 $ - State and local 319,741 167,443 Foreign - - 615,697 167,443 Deferred: Federal $ - $ - State and local - - Foreign - - - - Total income tax expense (benefit) $ 615,697 $ 167,443 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 December 31, 2021 2020 Deferred tax assets (liabilities): Net operating loss carryforwards $ 17,153,341 $ 21,936,556 Allowance for doubtful accounts 874,029 2,323,541 Amortization ( 582,284 ) ( 533,178 ) Prepaid expenses ( 411,798 ) ( 207,162 ) Property and equipment ( 2,245,003 ) ( 1,447,130 ) Research and development expense ( 580,497 ) ( 622,980 ) Accrued bonus 1,414,357 - Stock compensation 883,317 592,967 Other 197,218 ( 11,313 ) Net deferred tax assets 16,702,680 22,031,301 Valuation allowance ( 16,702,680 ) ( 22,031,301 ) Deferred tax assets, net of allowance $ - $ - 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 full valuation allowance against its net deferred tax asset. 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, 2021 and 2020, the Company had federal net operating loss carryforwards of approximately $ 56,604,921 and $ 76,768,898 , respectively. As of December 31, 2021 and 2020, the Company had approximately $ 202,965 and $ 41,515 of foreign net operating loss carryforwards, respectively. As of December 31, 2021 and 2020, the Company had state net operating loss carryforward of approximately $ 67,229,895 and $ 99,360,503 , respectively. The federal net operating loss carryforwards generated after December 31, 2017 of $ 62,242,177 carry forward infinitely, while the remaining federal net operating loss carryforwards of $ 11,656,596 began to expire in 2037. 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. F- 33 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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, 2021 and 2020 is primarily due to a recorded valuation allowance. The valuation allowance for deferred tax assets as of December 31, 2021 and 2020 was $ 16,702,680 and $ 22,040,019 , respectively. The net change in the total valuation allowance for the years ended December 31, 2021, and 2020 was a decrease of $ 5,328,621 and an increase $ 4,010,707 , 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, 2021 and 2020 and in total, as of December 31, 2021 and 2020 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, 2021, open years related to all jurisdictions are 2020, 2019, 2018, 2017, and 2016. The Company has no open tax audits with any taxing authority as of December 31, 2021. 18. Legal Proceedings From time to time, the Company may be involved as a defendant in legal actions that arise in the normal course of business. In the opinion of management, the Company has adequate legal defense on all legal actions, and the results of any such proceedings would not materially impact the Consolidated Financial statements of the Company. The Company provides disclosure and records loss contingencies in accordance with the loss contingencies accounting guidance. In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the Consolidated Financial statements. As of December 31, 2021 and 2020, the Company recorded a liability of $ 1,000,000 , which represents an amount for an agreed settlement, under the terms of a memorandum of understanding, of various class-based claims, both actual and potential, under Federal and California State law over an historical period. The settlement is subject to court approval. 19. Risk and Uncertainties COVID-19 Risks, Impacts and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 Outbreak”) and the risks to the international community as the virus spreads globally. In March 2020, the WHO classified the COVID-19 Outbreak as a pandemic, based on the rapid increase in exposure globally. The spread of COVID-19 and the related country-wide shutdowns and restrictions have had a mixed impact on the Company’s business. In the ambulance transportation business, which predominantly comprises non-emergency medical transportation, the Company has seen a decline in volumes from historical and expected levels, as elective surgeries and other procedures have been postponed. In some of the Company’s larger markets, such as New York and California, there have been declines in trip volume. In addition, the Company experienced lost revenues associated with sporting, concerts, and other events, as those events have been cancelled or have a significantly restricted (or entirely eliminated) the number of permitted attendees. F- 34 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) There are two areas where the Company has experienced positive business impacts from COVID-19. In April and May 2020, the Company participated in an emergency project with Federal Emergency Management Agency (“FEMA”) in the New York City area. This engagement resulted in incremental transportation revenue. In addition, in response to the need for widespread COVID-19 testing and available Emergency Medical Technicians (“EMT”) and Paramedics, the Company formed a new subsidiary, Rapid Reliable Testing, LLC (“RRT”), with the goal to perform COVID-19 tests at nursing homes, municipal sites, businesses, schools and other venues. RRT is part of the Mobile Health segment. The Company has continued to operate with several back-office employees working remotely. To date, the Company has not witnessed any degradation in productivity from these employees, and the Company’s operations have proceeded without major interruption. The measures to contain the spread of COVID-19 in the Company and other developments related to COVID-19 have materially affected the Company’s results of operations during 2020. Where applicable, the impact resulting from the COVID-19 pandemic during the year ended December 31, 2020, has been considered, including updated assessments of the recoverability of assets and evaluation of potential credit losses. Sources of relief available to the Company included the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”), which was enacted on April 24, 2020, and the Consolidated Appropriations Act, 2021 (the “CAA”), which was enacted on December 27, 2020. The CARES Act, PPPHCE Act and the CAA authorized funding to be distributed to hospitals and other healthcare providers through the Public Health and Social Services Emergency Fund (the “PHSSEF”). In addition, the CARES Act provide for an expansion of the Medicare Accelerated and Advance Payment Program whereby inpatient acute care hospitals and other eligible providers were able to request accelerated payment of up to 100 % of their Medicare payment amount for a six-month period to be repaid through withholding of future Medicare fee-for-service payments. During the year ended December 31, 2020, the Company was a beneficiary of these stimulus measures, including the Medicare Accelerated and Advance Payment Program. The Company’s accounting policies for the recognition of these stimulus monies are as follows: Pandemic Relief Funds During the year ended December 31, 2020, the Company received $ 1,046,955 in payments through the PHSSEF and various state and local programs, net of amounts that will be repaid to HHS. The PHSSEF payments received were recognized as a reduction in cost of revenues on the income statement during the year ended December 31, 2020. The recognition of amounts received is conditioned upon the provision of care for individuals with possible or actual cases of COVID-19 after January 31, 2020. Certification that payment will be used to offset costs to prevent, prepare for and respond to coronavirus will be required. Amounts are recognized as a reduction to operating costs and expenses only to the extent the Company is reasonably assured that underlying conditions have been met. The Company’s assessment of whether the terms and conditions for amounts received are reasonably assured of having been met considers, among other things, the CARES Act, the CAA and all frequently asked questions and other interpretive guidance issued by HHS, including the Post-Payment Notice of Reporting Requirements issued on January 15, 2021 (the “January 15, 2021 Notice”) and frequently asked questions issued by HHS on January 28, 2021 which clarified previously issued guidance, as well as expenses incurred attributable to the coronavirus and the Company’s results of operations during such period as compared to the Company’s budget. Such guidance, specifically the various Post-Payment Notice of Reporting Requirements and frequently asked questions issued by HHS, set forth the allowable methods for quantifying eligible healthcare related expenses and lost revenues. Only healthcare related expenses attributable to coronavirus that another source has not reimbursed and is not obligated to reimburse are eligible to be claimed. The use of funds calculation as of December 31, 2020, takes into account expenses attributable to each respective entity, which primarily relate to incremental labor and supply costs, as well as lost revenue opportunity cost. F- 35 DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Amounts received through the PHSSEF or state and local programs that have not yet been recognized as a reduction to operating costs and expenses or otherwise have not been refunded to HHS or the various state and local agencies as of December 31, 2020, are reflected within accounts payable and accrued expenses in the consolidated balance sheet, and such unrecognized amounts may be recognized as a reduction in operating costs and expenses in future periods if the underlying conditions for recognition are met. HHS’ interpretation of the underlying terms and conditions of such PHSSEF payments, including auditing and reporting requirements, continues to evolve. Additional guidance or new and amended interpretations of existing guidance on the terms and conditions of such PHSSEF payments may result in changes in the Company’s estimate of amounts for which the terms and conditions are reasonably assured of being met, and any such changes may be material. Additionally, any such changes may result in the Company’s inability to recognize additional PHSSEF payments or may result in the derecognition of amounts previously recognized, which (in any such case) may be material. Medicare Accelerated Payments Medicare accelerated payments of approximately $ 2,397,024 were received by the Company in April 2020. Effective October 8, 2020, CMS is no longer accepting new applications for accelerated payments. Accordingly, the Company does not expect to receive additional Medicare accelerated payments. Payments under the Medicare Accelerated and Advance Payment program are advances that must be repaid. Effective October 1, 2020, the program was amended such that providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped according to the repayment terms. The repayment terms specify that for the first 11 months after repayment begins, repayment will occur through an automatic recoupment of 25 % of Medicare payments otherwise owed to the provider. At the end of the eleven-month period, recoupment will increase to 50% for six months. At the end of the six months (or 29 months from the receipt of the initial accelerated payment), Medicare will issue a letter for full repayment of any remaining balance, as applicable. In such event, if payment is not received within 30 days, interest will accrue at the annual percentage rate of four percent (4%) from the date the letter was issued and will be assessed for each full 30-day period that the balance remains unpaid. As of December 31, 2021, the entire balance of $ 975,415 of Medicare accelerated payments are reflected within accrued liabilities in the consolidated balance sheet. The Company’s estimate of the current liability is a function of historical cash receipts from Medicare and the repayment terms set forth above. 20. Subsequent Events Pursuant to the Mid Atlantic asset purchase agreement forementioned in Note 4, Acquisition of Businesses and Asset Acquisitions, a capital call notice was delivered to the members of FMC NA in 2022. A contribution of $ 2.06 million by the non-controlling member was received on January 27, 2022. On March 7, 2022, the Company signed an agreement to fund its captive insurance company’s self-depleting trust account with $ 6.8 million, which will be utilized for future insurance claims. The $ 6.8 million funded is restricted to be used for monthly expenses related to the Company’s self- insurance claims. F- 36 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. On November 10, 2021, the members of the audit committee of the Board unanimously approved a resolution appointing Urish Popeck & Co. LLC (“Urish”) as DocGo’s independent registered public accounting firm to audit DocGo’s consolidated financial statements for the fiscal year ending December 31, 2021. Urish served as the independent registered public accounting firm of Ambulnz prior to the Business Combination. Accordingly, WithumSmith+Brown, PC (“Withum”), Motion’s independent registered public accounting firm prior to the Business Combination, was informed on November 10, 2021 that it was dismissed as DocGo’s independent registered public accounting firm. The audit report of Withum on Motion’s financial statements for the fiscal year ending December 31, 2020, its year of formation and sole reporting fiscal year, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope or accounting principles, except that such audit report emphasized the restatement of Motion’s financial statements due to its change in accounting for warrants. During the period from August 11, 2020 (inception) through December 31, 2020 and the subsequent interim period through November 5, 2021, there were no disagreements between Motion and Withum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreements in its reports on Motion’s financial statements for such year. During the period from August 21, 2020 (inception) through December 31, 2020 and the subsequent interim period through November 5, 2021, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act), except for a material weakness in Motion’s pre-Business Combination internal control over financial reporting related to the accounting for warrants issued by Motion. During the fiscal year ending December 31, 2020 and the subsequent interim period through November 10, 2021, neither DocGo, nor any party on behalf of DocGo, consulted with Urish with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to DocGo’s consolidated financial statements, and no written report or oral advice was provided to DocGo by Urish that was an important factor considered by Urish in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).