Financial Statements
−Removed: Condensed Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021
−Removed: Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2022 and 2021
−Removed: Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2022 and 2021
−Removed: Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021
+Added: Condensed Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021
+Added: Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2022 and 2021
+Added: Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2022 and 2021
+Added: Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021
Notes to Unaudited Condensed Consolidated Financial Statements
−Removed: CONDENSED CONSOLIDATED BALANCE SHEETS
+Added: and Subsidiaries
+Added: CONSOLIDATED BALANCE SHEETS
Current assets:
2 unchanged sentences
$ 175,537,221
−Removed: Accounts receivable, net of allowance of $ 8,023,348 and $ 7,377,389 as of March 31, 2022 and December 31, 2021, respectively
+Added: Accounts receivable, net of allowance of $ 7,047,958 and $ 7,377,389 as of June 30, 2022 and December 31, 2021, respectively
Prepaid expenses and other current assets
26 unchanged sentences
Common stock ($ 0.0001 par value;
−Removed: 500,000,000 shares authorized as of March 31, 2022 and December 31, 2021;
−Removed: 100,475,958 and 100,133,953 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively)
+Added: 500,000,000 shares authorized as of June 30, 2022 and December 31, 2021;
+Added: 100,685,290 and 100,133,953 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)
Additional paid-in-capital
10 unchanged sentences
$ 309,602,652
−Removed: The accompanying notes are an integral part
−Removed: of these Condensed Consolidated Financial Statements.
−Removed: UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
+Added: The accompanying notes are an integral part of these Condensed Consolidated
+Added: Financial Statements.
+Added: and Subsidiaries
+Added: CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
Three Months Ended
+Added: Six Months Ended
$ 109,519,304
+Added: $ 227,410,856
+Added: $ 111,555,391
Cost of revenues (exclusive of depreciation and amortization, which is shown separately below)
10 unchanged sentences
Interest income (expense), net
−Removed: Loss on remeasurement of warrant liabilities
−Removed: Loss on initial equity method investments
−Removed: Other income (loss)
+Added: Gain on remeasurement of warrant liabilities
+Added: Gain on initial equity method investments
+Added: Gain on remeasurement of finance leases
+Added: Loss on disposal of fixed assets
Total other income (expense)
1 unchanged sentence
( 1,888,066 )
−Removed: Income tax expense
+Added: Income tax (expense) benefit
Net income (loss)
( 1,896,989 )
−Removed: Net loss attributable to noncontrolling interests
+Added: Net income (loss) attributable to noncontrolling interests
( 2,237,048 )
2 unchanged sentences
( 1,646,216 )
+Added: ( 3,324,580 )
Other comprehensive income (loss)
2 unchanged sentences
$ ( 1,551,561 )
+Added: $ ( 3,221,927 )
Net income (loss) per share attributable to DocGo Inc.
4 unchanged sentences
Weighted-average shares outstanding - Diluted
−Removed: The accompanying notes are an integral part
−Removed: of these Condensed Consolidated Financial Statements.
+Added: The accompanying notes are an integral part of these Condensed Consolidated
+Added: Financial Statements.
and Subsidiaries
4 unchanged sentences
Stockholders’
−Removed: - December 31, 2020
+Added: Balance - December 31, 2020
$ 142,346,852
$ ( 87,300,472 )
−Removed: of reverse acquisition
−Removed: of share due to merger recapitalization
+Added: Effect of reverse acquisition
+Added: Conversion of share due to merger recapitalization
( 18,099,548 )
1 unchanged sentence
( 35,488,938 )
−Removed: of reverse acquisition
+Added: Effect of reverse acquisition
( 87,300,472 )
−Removed: issued for services
−Removed: based compensation
−Removed: Noncontrolling
−Removed: interest contribution
−Removed: currency translation
−Removed: loss attributable to Noncontrolling interests
−Removed: income attributable to stockholders of DocGo Inc.
+Added: Share issued for services
+Added: Stock based compensation
+Added: Noncontrolling interest contribution
+Added: Foreign currency translation
+Added: Net loss attributable to Noncontrolling interests
+Added: Net income attributable to stockholders of DocGo Inc.
and Subsidiaries
1 unchanged sentence
( 1,678,364 )
−Removed: - March 31, 2021
+Added: Balance - March 31, 2021
$ 142,738,386
$ ( 88,978,836 )
−Removed: - December 31, 2021
+Added: Stock based compensation
+Added: Foreign currency translation
+Added: Net income attributable to Noncontrolling interests
+Added: Net income attributable to stockholders of DocGo Inc.
+Added: and Subsidiaries
( 1,646,216 )
( 1,646,216 )
+Added: Balance - June 30, 2021
$ 143,108,386
−Removed: of stock options
−Removed: based compensation
−Removed: Restricted Stock
+Added: $ ( 90,625,052 )
+Added: The accompanying notes are an integral part of these Condensed Consolidated
+Added: Financial Statements.
+Added: and Subsidiaries
+Added: UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
+Added: OF CHANGES IN STOCKHOLDERS’ EQUITY
+Added: Preferred Stock
+Added: Common Stock 1
+Added: Comprehensive
Noncontrolling
−Removed: interest contribution
−Removed: currency translation
−Removed: loss attributable to Noncontrolling interests
+Added: Stockholders’
+Added: Balance - December 31,
$ 283,161,216
$ ( 63,556,714 )
−Removed: income attributable to stockholders of DocGo Inc.
+Added: $ 227,057,024
+Added: Exercise of stock options
+Added: Stock based compensation
+Added: Noncontrolling interest contribution
+Added: Foreign currency translation
+Added: Net loss attributable to Noncontrolling
+Added: ( 1,257,257 )
+Added: ( 1,257,257 )
+Added: attributable to stockholders of DocGo Inc.
and Subsidiaries
−Removed: - March 31, 2022
+Added: Balance - March
$ 284,938,732
1 unchanged sentence
$ 240,264,309
−Removed: The accompanying notes are an integral
−Removed: part of these Condensed Consolidated Financial Statements.
+Added: Common stock repurchased
+Added: Exercise of stock options
+Added: Stock based compensation
+Added: Restricted Stock
+Added: Net loss attributable to Noncontrolling
+Added: Foreign currency translation
+Added: attributable to stockholders of DocGo Inc.
and Subsidiaries
+Added: Balance - June
+Added: $ 287,301,467
+Added: $ ( 40,191,367 )
+Added: $ 254,393,696
+Added: 1 References to Class A Common Stock after November 5, 2021
+Added: refer to common stock of DocGo Inc., par value $0.0001.
+Added: See Note 1, “Description of Organization and Business Operations”
+Added: to the Condensed Consolidated Financial Statements for additional information.
+Added: The accompanying notes are an integral part of these Condensed Consolidated
+Added: Financial Statements.
+Added: and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Three Months Ended
+Added: Six Months Ended
CASH FLOWS FROM OPERATING ACTIVITIES:
5 unchanged sentences
Amortization of finance lease right-of-use assets
−Removed: Loss from equity method investment
+Added: Loss on disposal of assets
+Added: Gain from equity method investment
Bad debt expense
Stock based compensation
−Removed: Loss on remeasurement of warrant liabilities
+Added: Gain on remeasurement of finance leases
+Added: ( 1,388,273 )
+Added: Gain on remeasurement of warrant liabilities
+Added: ( 2,969,017 )
Changes in operating assets and liabilities:
5 unchanged sentences
Accounts payable
+Added: ( 2,927,492 )
Accrued liabilities
3 unchanged sentences
Acquisition of property and equipment
+Added: ( 2,581,691 )
Acquisition of intangibles
−Removed: Acquisition of businesses
+Added: ( 1,016,430 )
+Added: ( 1,023,643 )
+Added: Proceeds from disposal of property and equipment
Net cash used in investing activities
7 unchanged sentences
Proceeds from exercise of stock options
+Added: Common stock repurchased
Payments on obligations under finance lease
−Removed: Net cash provided by (used in) financing activities
−Removed: Effect of exchange rate changes on cash and cash equivalents
−Removed: Net increase (decrease) in cash and restricted cash
( 1,411,565 )
+Added: Acquisition of businesses
+Added: Net cash provided by financing activities
+Added: Effect of exchange rate changes on cash and cash equivalents
+Added: Net increase in cash and restricted cash
Cash and restricted cash at beginning of period
1 unchanged sentence
$ 208,461,483
−Removed: The accompanying notes are an integral part
−Removed: of these Condensed Consolidated Financial Statements.
+Added: The accompanying notes are an integral part of these Condensed Consolidated
+Added: Financial Statements.
and Subsidiaries
−Removed: UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
+Added: UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
+Added: OF CASH FLOWS
+Added: Six Months Ended
Supplemental disclosure of cash and non-cash transactions:
3 unchanged sentences
Right-of-use assets obtained in exchange for lease liabilities
+Added: Fixed assets acquired in exchange for notes payable
Reconciliation of cash and restricted cash
+Added: $ 198,138,395
Restricted Cash
Total cash and restricted cash shown in statement of cash flows
−Removed: The accompanying notes are an integral part of these Condensed Consolidated
−Removed: Financial Statements.
+Added: $ 208,461,483
+Added: The accompanying notes are an integral part of
+Added: these Condensed Consolidated Financial Statements.
and Subsidiaries
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Description of Organization and Business Operations
17 unchanged sentences
(“Common Stock”), pursuant to the terms and conditions set forth in the Merger Agreement.
−Removed: In connection with the Business Combination, DocGo raised $ 158.0 million
−Removed: of net proceeds.
−Removed: This amount was comprised of $ 43.4 million of cash held in Motion’s trust account from its initial public offering,
−Removed: net of DocGo’s transaction costs and underwriters’ fees of $ 9.6 million, and $ 114.6 million of cash in connection with the
−Removed: PIPE Financing.
−Removed: The transaction costs consisted of banking, legal, and other professional fees, which were recorded as a reduction to
−Removed: additional paid-in capital.
−Removed: and its Subsidiaries (collectively, the “Company”) is a
−Removed: healthcare transportation and mobile health services (“Mobile Health”) company that uses proprietary dispatch and communication
−Removed: technology to provide quality healthcare transportation and healthcare services in major metropolitan cities in the United States and
−Removed: the United Kingdom.
−Removed: Mobile Health performs in-person care directly to patients in the comfort of their homes, workplaces and other non-traditional
−Removed: LLC was originally formed in Delaware on June 17, 2015, as a limited liability company.
−Removed: On November 1, 2017, with an effective date of
−Removed: January 1, 2017, Ambulnz converted its legal structure from a limited liability company to a C-corporation and changed its name to Ambulnz,
−Removed: Ambulnz is the sole owner of Ambulnz Holdings, LLC (“Holdings”) which was formed in the state of Delaware on August
−Removed: 5, 2015, as a limited liability company.
−Removed: Holdings is the owner of multiple operating entities incorporated in various states in the United
−Removed: States as well as within England and Wales, United Kingdom.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: connection with the Business Combination, DocGo raised $ 158.0 million of net proceeds.
+Added: This amount was comprised of $ 43.4 million of
+Added: cash held in Motion’s trust account from its initial public offering, net of DocGo’s transaction costs and underwriters’
+Added: fees of $ 9.6 million, and $ 114.6 million of cash in connection with the PIPE Financing.
+Added: The transaction costs consisted of banking, legal,
+Added: and other professional fees, which were recorded as a reduction to additional paid-in capital.
+Added: and its Subsidiaries (collectively,
+Added: the “Company”) is a healthcare transportation and mobile health services (“Mobile Health”) company that uses proprietary
+Added: dispatch and communication technology to provide quality healthcare transportation and healthcare services in major metropolitan cities
+Added: in the United States (“U.S.”) and the United Kingdom (“U.K.”).
+Added: Mobile Health performs in-person care directly
+Added: to patients in the comfort of their homes, workplaces and other non-traditional locations.
+Added: Ambulnz, LLC was originally formed in Delaware
+Added: on June 17, 2015, as a limited liability company.
+Added: On November 1, 2017, with an effective date of January 1, 2017, Ambulnz converted its
+Added: legal structure from a limited liability company to a C-corporation and changed its name to Ambulnz, Inc.
+Added: Ambulnz is the sole owner of
+Added: Ambulnz Holdings, LLC (“Holdings”) which was formed in the state of Delaware on August 5, 2015, as a limited liability company.
+Added: Holdings is the owner of multiple operating entities incorporated in various states in the U.S.
+Added: as well as within England and Wales, U.K.
+Added: and Subsidiaries
+Added: TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Summary of Significant Accounting Policies
of Presentation
−Removed: The accompanying unaudited Condensed Consolidated Financial Statements
−Removed: have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.
−Removed: GAAP”) and applicable
−Removed: rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting.
−Removed: Certain information
−Removed: and disclosures normally included in the financial statements prepared in accordance with U.S.
−Removed: GAAP have been condensed or omitted pursuant
−Removed: to such rules and regulations.
−Removed: As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with
−Removed: the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31,
−Removed: The Condensed Consolidated Balance Sheet as of December 31, 2021 included
−Removed: herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required
−Removed: The Condensed Consolidated Financial Statements
−Removed: include the accounts and operations of the Company and its wholly owned subsidiaries.
−Removed: All intercompany accounts and transactions are eliminated
−Removed: upon consolidation.
−Removed: Noncontrolling interests (“NCI”) on the Condensed Consolidated Financial Statements represent a portion
−Removed: of consolidated joint ventures and a variable interest entity in which the Company does not have direct equity ownership.
−Removed: transactions between consolidated entities have been eliminated.
−Removed: Certain amounts in the prior years’ consolidated statements of
−Removed: changes in stockholders’ equity and statements of cash flows have been reclassified to conform to the current year presentation.
+Added: accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting
+Added: principles in the United States (“U.S.
+Added: GAAP”) and applicable rules and regulations of the Securities and Exchange Commission
+Added: (“SEC”) regarding interim financial reporting.
+Added: Certain information and disclosures normally included in the financial statements
+Added: prepared in accordance with U.S.
+Added: GAAP have been condensed or omitted pursuant to such rules and regulations.
+Added: As such, the information
+Added: included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying
+Added: notes included in our Annual Report on Form 10-K for the year ended December 31, 2021.
+Added: Consolidated Balance Sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date,
+Added: but does not include all disclosures including notes required by U.S.
+Added: Condensed Consolidated Financial Statements include the accounts and operations of the Company and its wholly owned subsidiaries.
+Added: intercompany accounts and transactions are eliminated upon consolidation.
+Added: Noncontrolling interests (“NCI”) on the Condensed
+Added: Consolidated Financial Statements represent a portion of consolidated joint ventures and a variable interest entity in which the Company
+Added: does not have direct equity ownership.
+Added: Accounts and transactions between consolidated entities have been eliminated.
+Added: Certain amounts
+Added: in the prior years’ consolidated statements of changes in stockholders’ equity and statements of cash flows have been reclassified
+Added: to conform to the current year presentation.
to the Business Combination, the merger between Motion and Ambulnz, Inc.
18 unchanged sentences
of Consolidation
−Removed: The accompanying Condensed
−Removed: Consolidated Financial Statements include the accounts of DocGo Inc.
+Added: accompanying Condensed Consolidated Financial Statements include the accounts of DocGo Inc.
and its subsidiaries.
−Removed: All significant intercompany transactions
−Removed: and balances have been eliminated in these Condensed Consolidated Financial Statements.
−Removed: The Company holds a variable interest in MD1 Medical Care P.C.
−Removed: which contracts with physicians and other health professionals in order to provide services to the Company.
−Removed: MD1 is considered a variable
−Removed: interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated
−Removed: financial support.
−Removed: An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that
−Removed: is, it has (1) the power to direct the activities of a VIE that most significantly impacts the VIE’s economic performance (power)
−Removed: and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits
−Removed: from the VIE that potentially could be significant to the VIE (benefits).
−Removed: The Company has the power and rights to control all activities
−Removed: of MD1 and funds and absorbs all losses of the VIE and appropriately consolidates MD1.
−Removed: loss for the VIE was $ 85,379 as of March 31, 2022.
−Removed: The VIE’s total assets, all of which were current, amounted to $ 509,769 on March
−Removed: Total liabilities, all of which were current for the VIE, was $ 1,020,254 on March 31, 2022.
+Added: All significant intercompany
+Added: transactions and balances have been eliminated in these Condensed Consolidated Financial Statements.
+Added: Company holds a variable interest in MD1 Medical Care P.C.
+Added: (“MD1”) which contracts with physicians and other health professionals
+Added: in order to provide services to the Company.
+Added: MD1 is considered a variable interest entity (“VIE”) since it does not have
+Added: sufficient equity to finance its activities without additional subordinated financial support.
+Added: An enterprise having a controlling financial
+Added: 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
+Added: of a VIE that most significantly impacts the VIE’s economic performance (power) and (2) the obligation to absorb losses of
+Added: the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant
+Added: to the VIE (benefits).
+Added: The Company has the power and rights to control all activities of MD1 and funds and absorbs all losses of the
+Added: VIE and appropriately consolidates MD1.
+Added: loss for the VIE was $ 163,178 as of June 30, 2022.
+Added: The VIE’s total assets, all of which were current, amounted to $ 324,866 on June
+Added: Total liabilities, all of which were current for the VIE, was $ 913,150 on June 30, 2022.
The VIE’s total stockholders’
−Removed: deficit was $ 510,485 on March 31, 2022.
+Added: deficit was $ 588,284 on June 30, 2022.
and Subsidiaries
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: The Company’s functional currency is the U.S.
−Removed: The functional
−Removed: currency of our foreign operation is the respective local currency.
−Removed: Assets and liabilities of foreign operations denominated in local
−Removed: currencies are translated at the spot rate in effect at the applicable reporting date, except for equity accounts which are translated
−Removed: at historical rates.
−Removed: The Condensed Consolidated Statements of Operations and Comprehensive Income are translated at the weighted average
−Removed: rate of exchange during the applicable period.
−Removed: The resulting unrealized cumulative translation adjustment is not material to the financial
+Added: Company’s functional currency is the U.S.
+Added: The functional currency of our foreign operation is the respective local currency.
+Added: Assets and liabilities of foreign operations denominated in local currencies are translated at the spot rate in effect at the applicable
+Added: reporting date, except for equity accounts which are translated at historical rates.
+Added: The Condensed Consolidated Statements of Operations
+Added: and Comprehensive Income are translated at the weighted average rate of exchange during the applicable period.
+Added: The resulting unrealized
+Added: cumulative translation adjustment is not material to the financial statements.
preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets,
20 unchanged sentences
Company has one customer that accounted for approximately 30 % of sales and 15 % of net accounts receivable, and another customer that
−Removed: accounted for 19% of sales and 17 % of net accounts receivable for the period ended March 31, 2022.
−Removed: As of the period ended March 31, 2021,
+Added: accounted for 17 % of sales and 12% of net accounts receivable for the period ended June 30, 2022.
+Added: As of the period ended June 30, 2021,
one customer accounted for approximately 22 % of sales and 11 % of net accounts receivable, and another customer that accounted for 12 %
23 unchanged sentences
transition period, difficult or impossible because of the potential differences in accounting standards used.
−Removed: Reclassifications
−Removed: Certain reclassifications of amounts previously reported have been
−Removed: made to the accompanying Condensed Consolidated Financial Statements to maintain consistency between periods presented.
−Removed: The reclassifications
−Removed: had no impact on previously reported net income or retained earnings.
and Cash Equivalents
−Removed: and cash equivalents include all highly liquid investments with an original maturity of three months or less.
−Removed: The Company maintains most
−Removed: of its cash and cash equivalents with financial institutions in the United States.
−Removed: The accounts at financial institutions in the United
−Removed: States are insured by the Federal Deposit Insurance Corporation (“FDIC”) and are in excess of FDIC limits.
−Removed: The Company had
−Removed: cash balances of approximately $ 1,029,825 and $ 803,000 with foreign financial institutions on March 31, 2022 and December 31, 2021,
−Removed: respectively.
+Added: Cash and cash equivalents include all highly liquid
+Added: investments with an original maturity of three months or less.
+Added: The Company maintains most of its cash and cash equivalents with financial
+Added: institutions in the U.S.
+Added: The accounts at financial institutions in the U.S.
+Added: are insured by the Federal Deposit Insurance Corporation (“FDIC”)
+Added: and are in excess of FDIC limits.
+Added: The Company had cash balances of approximately $ 797,000 and $ 803,000 with foreign financial institutions
+Added: on June 30, 2022 and December 31, 2021, respectively.
Cash and Insurance Reserves
14 unchanged sentences
maintains certain levels of cash and cash equivalents related to its self-insurance
−Removed: Company also maintains certain cash balances related to its insurance programs, which are held in a self-depleting trust and
−Removed: restricted as to withdrawal or use by the Company other than to pay or settle self-insured claims and costs.
−Removed: These amounts are
−Removed: reflected in “Restricted cash” in the accompanying Condensed Consolidated Balance Sheets.
+Added: Company also maintains certain cash balances related to its insurance programs, which are held in a self-depleting trust and restricted
+Added: as to withdrawal or use by the Company other than to pay or settle self-insured claims and costs.
+Added: These amounts are reflected in “Restricted
+Added: cash” in the accompanying Condensed Consolidated Balance Sheets.
+Added: and Subsidiaries
+Added: TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Value of Financial Instruments
12 unchanged sentences
value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of
−Removed: March 31, 2022 and December 31, 2021.
+Added: June 30, 2022 and December 31, 2021.
For certain financial instruments, including cash and cash equivalents, accounts receivable,
3 unchanged sentences
borrowing rates currently available to the Company for loans with similar terms, approximates its fair values.
−Removed: and Subsidiaries
−Removed: TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Company contracts with hospitals, healthcare facilities, businesses, state and local government entities, and insurance providers to
13 unchanged sentences
and Equipment
−Removed: Property and equipment are stated at cost, net of accumulated depreciation
−Removed: and amortization.
−Removed: When an item is sold or retired, the costs and related accumulated depreciation or amortization are eliminated, and
−Removed: the resulting gain or loss, if any, is recorded in operating expenses in the Condensed Consolidated Statement of Operations and Comprehensive
−Removed: The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the respective
+Added: and equipment are stated at cost, net of accumulated depreciation and amortization.
+Added: When an item is sold or retired, the costs and related
+Added: accumulated depreciation or amortization are eliminated, and the resulting gain or loss, if any, is recorded in operating expenses in
+Added: the Condensed Consolidated Statement of Operations and Comprehensive Income.
+Added: The Company provides for depreciation and amortization using
+Added: the straight-line method over the estimated useful lives of the respective assets.
A summary of estimated useful lives is as follows:
3 unchanged sentences
Expenditures that improve an asset or extend its estimated useful life are capitalized.
+Added: and Subsidiaries
+Added: TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Development Costs
14 unchanged sentences
assets acquired in a business combination must meet to be recognized and reported apart from goodwill.
−Removed: and Subsidiaries
−Removed: TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination.
22 unchanged sentences
Assets targeted for disposal are reported at the lower of the carrying amount or fair value less cost to sell.
−Removed: periods ending March 31, 2022 and December 31, 2021, management determined that there was no impairment loss required to be recognized
+Added: periods ending June 30, 2022 and December 31, 2021, management determined that there was no impairment loss required to be recognized
for the carrying value of long-lived assets.
+Added: and Subsidiaries
+Added: TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
and Indefinite-Lived Intangible Assets
21 unchanged sentences
period such determination is made.
−Removed: For the periods ended March 31, 2022 and 2021, management determined that there was no impairment
−Removed: loss required to be recognized in the carrying value of goodwill or other intangible assets.
−Removed: The Company selected December 31 as
−Removed: its annual testing date.
−Removed: and Subsidiaries
−Removed: TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: For the periods ended June 30, 2022 and 2021, management determined that there was no impairment loss
+Added: required to be recognized in the carrying value of goodwill or other intangible assets.
+Added: The Company selected December 31 as its
+Added: annual testing date.
costs associated with the Company’s line of credit are deferred and recognized over the term of the line of credit as interest
9 unchanged sentences
from fully pursuing its own separate interests.
−Removed: Related party transactions are recorded within operating expenses in
−Removed: the Company’s Condensed Consolidated Statement of Operations and Comprehensive Income.
−Removed: For details regarding the related party transactions
−Removed: that occurred during the periods ended March 31, 2022 and 2021, refer to Note 15.
+Added: party transactions are recorded within operating expenses in the Company’s Condensed Consolidated Statement of Operations and Comprehensive
+Added: For details regarding the related party transactions that occurred during the periods ended June 30, 2022 and 2021, refer to
+Added: and Subsidiaries
+Added: TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
January 1, 2019, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”), as amended.
23 unchanged sentences
is primarily derived from:
−Removed: Transportation
−Removed: These services encompass both emergency response and non-emergency transport
−Removed: Non-emergency transport services include ambulance transports and wheelchair transports.
−Removed: Net revenue from transportation services is derived from the transportation of patients based
−Removed: on billings to third party payors and healthcare facilities.
+Added: Transportation Services :
+Added: These services encompass both emergency response and non-emergency ambulance transport services.
+Added: Net revenue from transportation services is derived from the transportation of patients based on billings to third party payors and healthcare facilities.
Health Services :
−Removed: These services include services performed at home and offices, COVID-19 testing and vaccinations, and event
−Removed: services which include on-site healthcare support at sporting events and concerts.
−Removed: and Subsidiaries
−Removed: TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: These services include services performed at home and offices, COVID-19 testing and vaccinations, and event services
+Added: which include on-site healthcare support at sporting events and concerts.
Company concluded that Transportation Services and any related support activities are a single performance obligation under ASC 606.
15 unchanged sentences
obligations are present in a contractual arrangement.
+Added: and Subsidiaries
+Added: TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Transportation Services, the customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations
8 unchanged sentences
the following table, revenue is disaggregated by as follows:
+Added: Three Months Ended
+Added: Six Months Ended
Primary Geographical Markets
1 unchanged sentence
$ 221,368,244
−Removed: Segments/Service Lines
−Removed: Transportation
$ 107,308,709
+Added: Total revenue
+Added: $ 109,519,304
+Added: $ 227,410,856
+Added: $ 111,555,391
+Added: Major Segments/Service Lines
+Added: Transportation Services
+Added: Mobile Health
+Added: Total revenue
+Added: $ 109,519,304
+Added: $ 227,410,856
+Added: $ 111,555,391
Based Compensation
−Removed: The Company expenses stock-based compensation over the requisite service
−Removed: period based on the estimated grant-date fair value of the awards.
−Removed: The Company estimates the fair value of stock option grants using the
−Removed: Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s
−Removed: best estimates and involve inherent uncertainties and the application of management’s judgment.
−Removed: The Company accounts for forfeitures
−Removed: as they occur.
−Removed: All stock-based compensation costs are recorded in operating expenses in the Condensed Consolidated Statements of Operations
−Removed: and Comprehensive Income.
−Removed: and Subsidiaries
−Removed: TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Earnings per share represents the net income attributable to stockholders divided
−Removed: by the weighted-average number of shares outstanding during the period.
−Removed: Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were
−Removed: exercised or converted into common stock of the Company during the reporting periods.
−Removed: Potential dilutive common stock equivalents consist
−Removed: of the incremental common shares issuable upon exercise of warrants and the incremental shares issuable upon conversion of stock options.
−Removed: In reporting periods in which the Company has a net loss, the effect is considered anti-dilutive and excluded from the diluted earnings
−Removed: per share calculation.
−Removed: On March 31, 2021, the Company excluded from its calculation 25,555,492 shares because their inclusion would have
−Removed: been anti-dilutive.
+Added: Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards.
+Added: The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in
+Added: calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the
+Added: application of management’s judgment.
+Added: The Company accounts for forfeitures as they occur.
+Added: All stock-based compensation costs are
+Added: recorded in operating expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income.
+Added: Earnings per share represents the net income attributable
+Added: to stockholders divided by the weighted-average number of shares outstanding during the period.
+Added: Diluted earnings per share reflects the
+Added: potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock
+Added: of the Company during the reporting periods.
+Added: Potential dilutive common stock equivalents consist of the incremental common stock issuable
+Added: upon exercise of warrants and the incremental shares issuable upon conversion of stock options.
+Added: In reporting periods in which the Company
+Added: has a net loss, the effect is considered anti-dilutive and excluded from the diluted earnings per share calculation.
+Added: On June 30, 2021,
+Added: the Company excluded from its calculation 39,446 shares because their inclusion would have been anti-dilutive.
Method Investment
−Removed: On October 26, 2021, the Company acquired a 50 % interest in RND Health
−Removed: Services Inc.
+Added: On October 26, 2021, the Company acquired a
+Added: 50 % interest in RND Health Services Inc.
(“RND”) for $ 655,876 .
−Removed: The Company uses the equity method to account for investments in which the Company has
−Removed: the ability to exercise significant influence over the operating and financial policies of the investee but does not exercise control.
−Removed: The Company’s carrying value in the equity method investee is reflected in the caption “Equity method investment” on
−Removed: the condensed consolidated balance sheets.
−Removed: Changes in value of RND are recorded in “Loss from equity method investment” on
−Removed: the Condensed Consolidated Statements of Operations and Comprehensive Income.
−Removed: The Company’s judgment regarding its level of influence
−Removed: over the equity method investee includes considering key factors, such as ownership interest, representation on the board of directors,
−Removed: and participation in policy-making decisions.
−Removed: On November 1, 2021, the Company acquired a 20% interest in National
−Removed: Providers Association, LLC (“NPA”) for $30,000.
−Removed: The Company uses the equity method to account for investments in which the
−Removed: Company has the ability to exercise significant influence over the operating and financial policies of the investee but does not exercise
−Removed: The Company’s carrying value in the equity method investee is reflected in the caption “Equity method investment”
−Removed: on the condensed consolidated balance sheets.
−Removed: Changes in value of NPA are recorded in “Loss from equity method investment”
−Removed: on the Condensed Consolidated Statements of Operations and Comprehensive Income.
−Removed: The Company’s judgment regarding its level of influence
−Removed: over the equity method investee includes considering key factors, such as ownership interest, representation on the board of directors,
−Removed: and participation in policy-making decisions.
−Removed: Effective December 21, 2021, three members withdrew from NPA resulting in the remaining
−Removed: two members obtaining the remaining ownership percentage.
−Removed: On December 31, 2021, and March 31, 2022, DocGo owned 50% of NPA.
+Added: The Company uses the equity method to account for
+Added: investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the
+Added: investee but does not exercise control.
+Added: The Company’s carrying value in the equity method investee is reflected in the caption
+Added: “Equity method investment” on the Condensed Consolidated Balance Sheets.
+Added: Changes in value of RND are recorded in
+Added: “Gain from on equity method investment” on the Condensed Consolidated Statements of Operations and Comprehensive Income.
+Added: The Company’s judgment regarding its level of influence over the equity method investee includes considering key factors, such
+Added: as ownership interest, representation on the board of directors, and participation in policy-making decisions.
+Added: and Subsidiaries
+Added: TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: On November 1, 2021, the Company acquired a 20%
+Added: interest in National Providers Association, LLC (“NPA”) for $30,000.
+Added: The Company uses the equity method to account for investments
+Added: in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee but does
+Added: not exercise control.
+Added: The Company’s carrying value in the equity method investee is reflected in the caption “Equity method
+Added: investment” on the Condensed Consolidated Balance Sheets.
+Added: Changes in value of NPA are recorded in “Loss from equity method
+Added: investment” on the Condensed Consolidated Statements of Operations and Comprehensive Income.
+Added: The Company’s judgment regarding
+Added: its level of influence over the equity method investee includes considering key factors, such as ownership interest, representation on
+Added: the board of directors, and participation in policy-making decisions.
+Added: Effective December 21, 2021, three members withdrew from NPA resulting
+Added: in the remaining two members obtaining the remaining ownership percentage.
+Added: On December 31, 2021 and June 30, 2022, DocGo owned 50% of
the equity method, the Company’s investment is initially measured at cost and subsequently increased or decreased to recognize
21 unchanged sentences
The Company has elected not to apply the ASC 842 recognition criteria to any leases that qualify as short-term leases.
−Removed: and Subsidiaries
−Removed: TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an
15 unchanged sentences
accrued related to unrecognized tax benefits as income tax expense.
−Removed: Issued Accounting Standards Not Yet Adopted
−Removed: March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses Troubled Debt Restructurings and Vintage
−Removed: Disclosures (“ASU 2022-02”) , that eliminates accounting guidance for troubled debt restructurings by creditors in Subtopic
−Removed: 310-40 Receivables—Troubled Debt Restructurings by Creditors , while enhancing disclosure requirements for certain loan refinancings
−Removed: and restructurings by creditors when a borrower is experiencing financial difficulty.
−Removed: ASU 2022-02 also requires public business entities
−Removed: to disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the
−Removed: scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost .
−Removed: This ASU only affects entities
−Removed: that already adopted ASU 2016-13, which is effective for fiscal years beginning after December 15, 2022.
−Removed: The Company expects that this
−Removed: ASU will not have a material impact on the Company’s Condensed Consolidated Financial Statements.
and Subsidiaries
−Removed: TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
+Added: Recently Issued Accounting Standards Not
+Added: In March 2022, the FASB issued ASU 2022-02, Financial
+Added: Instruments – Credit Losses Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”) , that eliminates
+Added: accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40 Receivables—Troubled Debt Restructurings
+Added: by Creditors , while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower
+Added: is experiencing financial difficulty.
+Added: ASU 2022-02 also requires public business entities to disclose current-period gross write-offs by
+Added: year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit
+Added: Losses—Measured at Amortized Cost .
+Added: This ASU only affects entities that already adopted ASU 2016-13, which is effective for fiscal
+Added: years beginning after December 15, 2022.
+Added: The Company expects that this ASU will not have a material impact on the Company’s Condensed
+Added: Consolidated Financial Statements.
Property and Equipment, net
−Removed: and equipment, net, as of March 31, 2022 and December 31, 2021 are as follows:
−Removed: equipment and furniture
−Removed: Transportation
+Added: Property and equipment, net, as of June 30, 2022
+Added: and December 31, 2021 are as follows:
+Added: Office equipment and furniture
+Added: Transportation equipment
+Added: Medical equipment
+Added: Leasehold improvements
Accumulated depreciation
1 unchanged sentence
( 8,147,266 )
−Removed: and equipment, net
−Removed: Company recorded depreciation expense of $ 711,878 and $ 528,840 for three months ended March 31, 2022 and 2021, respectively.
−Removed: Acquisition of Businesses and Asset Acquisitions
−Removed: Ambulance Acquisition
−Removed: November 20, 2020, AF WI LNZ, LLC, a subsidiary of Ambulnz-FMC North America LLC (“FMC NA”), a subsidiary of Holdings, entered
−Removed: into the Share Purchase Agreement (the “Agreement”) with LJH Ambulance (“LJH”).
−Removed: LJH was in the business of providing
−Removed: medical transportation services.
−Removed: The purchase price consisted of $ 465,000 cash consideration.
−Removed: The Company also agreed to pay the Seller
−Removed: 50 % of all proceeds from accounts receivable that were outstanding as of the Agreement signing date that are actually received by the
−Removed: Company after the Agreement closing date.
−Removed: The LJH transaction closed on January 12, 2022 with the outstanding acquisition payable balance
−Removed: of $ 282,518 being paid off on March 4, 2022.
+Added: Property and equipment, net
+Added: The Company recorded depreciation expense of $ 729,560
+Added: and $ 570,351 for the three months ended June 30, 2022 and 2021, respectively.
+Added: The Company recorded depreciation expense of $ 1,441,438
+Added: and $ 1,099,192 for six months ended June 30, 2022 and 2021, respectively.
+Added: The Company wrote off $ 45,645 of fully depreciated assets for
+Added: the six months ended June 30, 2022.
+Added: Acquisition of Businesses
+Added: LJH Ambulance Acquisition
+Added: On November 20, 2020, AF WI LNZ, LLC, a subsidiary
+Added: of Ambulnz-FMC North America LLC (“FMC NA”), a subsidiary of Holdings, entered into the Share Purchase Agreement (the “Agreement”)
+Added: with LJH Ambulance (“LJH”).
+Added: LJH was in the business of providing medical transportation services.
+Added: The purchase price consisted
+Added: of $ 465,000 cash consideration.
+Added: The Company also agreed to pay the Seller 50 % of all proceeds from accounts receivable that
+Added: were outstanding as of the Agreement signing date that are actually received by the Company after the Agreement closing date.
+Added: transaction closed on January 12, 2022 with the outstanding acquisition payable balance of $ 282,518 being paid off on March 4, 2022.
+Added: GMS Acquisition
+Added: On June 3, 2022, Holdings, entered into a Management Service Agreement
+Added: (the “Agreement”) with Government Medical Services, LLC (“GMS”), a provider of medical services.
+Added: On July 6, 2022
+Added: (the “Closing Date”), Holdings acquired GMS in exchange for $ 19 million in cash consideration.
+Added: Holdings also agreed to pay
+Added: GMS an additional $ 3 million upon GMS meeting certain performance conditions within a year of the Closing Date.
and Subsidiaries
−Removed: TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Company recorded goodwill in connection with its acquisitions.
−Removed: The changes in the carrying value of goodwill for the period ended March
−Removed: 31, 2022 are as noted in the tables below:
−Removed: at December 31, 2021
−Removed: acquired during the period
−Removed: at March 31, 2022
−Removed: assets consist of the following as of March 31, 2022 and December 31, 2021:
−Removed: developed software
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
+Added: Century Acquisition
+Added: On August 13, 2019, Ambulnz-FMC North America LLC, a subsidiary of
+Added: Holdings, acquired 100 % of the outstanding shares of common stock of Century Ambulance Service, Inc.
+Added: was in the business of providing ambulette transportation services in New York City, Nassau and Suffolk Counties in New York State as
+Added: a Medicaid Common Carrier ambulette service.
+Added: The aggregate purchase price payable by Ambulnz
+Added: FMC-North America LLC was $400,000, consisting of $200,000 paid upon entering into the agreement with the remaining $200,000 to be paid
+Added: upon the transfer of relevant regulatory approvals including the licenses to operate in New York City, Nassau and Suffolk Counties in
+Added: New York State.
+Added: The purchase price was allocated to the licenses acquired to operate the acquired business in New York State.
+Added: The remaining
+Added: $ 209,474 purchase price payment was paid off on July 1, 2022.
+Added: The Company recorded goodwill in connection with
+Added: its acquisitions.
+Added: The changes in the carrying value of goodwill for the period ended June 30, 2022 are as noted in the tables below:
+Added: Carrying Value
+Added: Balance at December 31, 2021
+Added: Goodwill acquired during the period
+Added: Balance at June 30, 2022
+Added: Intangible assets consist of the following as
+Added: of June 30, 2022 and December 31, 2021:
+Added: June 30, 2022
+Added: Computer software
+Added: Operating licenses
+Added: Internally developed software
( 5,076,383 )
$ ( 5,332,871 )
−Removed: developed software
+Added: December 31, 2021
+Added: Computer software
+Added: Operating licenses
+Added: Internally developed software
( 3,828,038 )
$ ( 4,053,793 )
−Removed: Company recorded amortization expense of $ 633,363 and $ 422,024 for the three months ended March 31, 2022 and 2021, respectively.
−Removed: amortization expense at March 31, 2022 for the next five years and in the aggregate are as follow:
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: The Company recorded amortization expense of $ 645,715
+Added: and $ 457,960 for the three months ended June 30, 2022 and 2021, respectively.
+Added: The Company recorded amortization expense of $ 1,279,078
+Added: and $ 879,984 for the six months ended June 30, 2022 and 2021, respectively.
+Added: and Subsidiaries
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
+Added: Future amortization expense at June 30, 2022 for
+Added: the next five years and in the aggregate are as follow:
+Added: 2022, remaining
Accrued Liabilities
Accrued liabilities consist of the following as
−Removed: of March 31, 2022 and December 31, 2021:
+Added: of June 30, 2022 and December 31, 2021:
Accrued bonus
12 unchanged sentences
Line of Credit
−Removed: On May 13, 2021, the Company entered into a revolving loan and security
−Removed: agreement with a bank (the “Lender”), with a maximum revolving advance amount of $ 12,000,000 .
−Removed: Each Revolving Advance shall
−Removed: bear interest at a per annum rate equal to the Wall Street Journal Prime Rate (3.50% as of March 31, 2022), as the same may change from
−Removed: 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
−Removed: year for the actual number of days elapsed (“Contract Rate”).
−Removed: The revolving loan has a maturity date of May 12, 2022 (“Maturity
−Removed: This loan is secured by all assets of entities owned 100 % by DocGo Inc.
−Removed: This loan is subject to certain financial covenants
−Removed: such as a Fixed Charge Coverage Ratio and Debt to Effective Tangible Net Worth.
−Removed: As of March 31, 2022 the outstanding balance was zero .
+Added: On May 13, 2021, the Company entered into a revolving
+Added: loan and security agreement with a bank (the “Lender”), with a maximum revolving advance amount of $ 12,000,000 .
+Added: Each Revolving
+Added: Advance carried interest at a per annum rate equal to the Wall Street Journal Prime Rate, plus one percent (1.00%), but in no event less
+Added: than five percent (5.00%) per annum, calculated on the basis of a 360-day year for the actual number of days elapsed (“Contract
+Added: The revolving loan had a maturity date of May 12, 2022 (“Maturity Date”).
+Added: This loan was secured by all assets
+Added: of entities owned 100 % by DocGo Inc.
+Added: This loan was subject to certain financial covenants such as a Fixed Charge Coverage Ratio and Debt
+Added: to Effective Tangible Net Worth, as defined in the agreement.
+Added: The Company decided not to renew the agreement on the Maturity Date, therefore,
+Added: the balance was $ 0 as of June 30, 2022.
On December 17, 2021, Ambulnz-FMC North America,
2 unchanged sentences
Each Revolving Advance shall bear interest at a per annum rate equal to the
−Removed: 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
−Removed: 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
+Added: Wall Street Journal Prime Rate (5.5% at June 30, 2022), as the same may change from time to time, plus one percent (1.00%), but in no
+Added: 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
The agreement is subject to certain financial covenants such as an unused fee, whereas the Company shall pay to the subsidiary
7 unchanged sentences
26, 2022, the Company drew $ 1,000,000 to fund operations and meet short-term obligations.
−Removed: As of March 31, 2022, the outstanding balance
+Added: As of June 30, 2022, the outstanding balance
of the line of credit was $ 1,000,000 .
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: and Subsidiaries
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
Notes Payable
−Removed: The Company has various loans with finance companies with monthly installments
−Removed: aggregating $ 60,499 , inclusive of interest ranging from 2.5 % through 7.5 %.
−Removed: The notes mature at various times through 2051 and are secured
−Removed: by transportation equipment.
−Removed: The following table summarizes the Company’s notes payable:
−Removed: Equipment and financing loans payable, between 2.5 % and 7.5 % interest and maturing through May 2051
+Added: The Company has various loans with finance companies
+Added: with monthly installments aggregating $ 60,499 , inclusive of interest ranging from 2.5 % through 7.5 %.
+Added: The notes mature at various times
+Added: through 2051 and are secured by transportation equipment.
+Added: The following table summarizes the Company’s
+Added: notes payable:
+Added: Equipment and financing loans payable, between 2.5 % and 7.5 % interest and maturing between January 2022 and May 2051
+Added: Loan received pursuant to the Payroll Protection Program
Total notes payable
1 unchanged sentence
Total non-current portion of notes payable
−Removed: expense was $ 22,559 and $ 61,324 for the periods ended March 31, 2022 and December 31, 2021, respectively.
+Added: Interest expense was $ 43,508 and $ 61,324 for the
+Added: periods ended June 30, 2022 and December 31, 2021, respectively.
Future minimum annual maturities of notes payable
−Removed: as of March 31, 2022 are as follows:
−Removed: Notes Payable
+Added: as of June 30, 2022 are as follows:
2022, remaining
2 unchanged sentences
Long-term portion of notes payable
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Business Segment Information
−Removed: Company conducts business as two operating segments, Transportation Services and Mobile Health services.
−Removed: In accordance with ASC 280,
−Removed: Segment Reporting , operating segments are components of an enterprise for which separate financial information is evaluated regularly
−Removed: by the chief operating decision maker, who is the chief executive officer, in deciding how to allocate resources and assessing performance.
−Removed: The Company’s business operates in two operating segments because the Company’s entities have two main revenue streams, and
−Removed: the Company’s chief operating decision maker evaluates the Company’s financial information and resources and assesses the
−Removed: performance of these resources by revenue stream.
+Added: The Company conducts business as two operating
+Added: segments, Transportation Services and Mobile Health services.
+Added: In accordance with ASC 280, Segment Reporting , operating segments
+Added: are components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker,
+Added: who is the chief executive officer, in deciding how to allocate resources and assessing performance.
+Added: The Company’s business operates
+Added: in two operating segments because the Company’s entities have two main revenue streams, and the Company’s chief operating
+Added: decision maker evaluates the Company’s financial information and resources and assesses the performance of these resources by revenue
+Added: and Subsidiaries
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
The accounting policies of the segments are the
2 unchanged sentences
Health services segments based primarily on results of operations.
−Removed: Operating results for the business segments of the Company are as follows:
+Added: Operating results for the business segments of
+Added: the Company are as follows:
Transportation
Mobile Health
−Removed: Three Months Ended March 31, 2022
+Added: Three Months Ended June 30, 2022
$ 109,519,304
7 unchanged sentences
Long-lived assets
−Removed: Three Months Ended March 31, 2021
+Added: Three Months Ended June 30, 2021
Income (loss) from operations
$ 123,134,784
+Added: Depreciation and amortization expense
$ ( 1,756,843 )
$ ( 140,208 )
+Added: $ ( 1,897,051 )
+Added: Stock compensation
+Added: Long-lived assets
+Added: and Subsidiaries
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
+Added: Transportation
+Added: Mobile Health
+Added: Six Months Ended June 30, 2022
+Added: $ 177,423,113
+Added: $ 227,410,856
+Added: Income (loss) from operations
+Added: ( 28,822,314 )
+Added: $ 198,330,033
+Added: $ 133,525,355
+Added: $ 331,855,388
Depreciation and amortization expense
1 unchanged sentence
Long-lived assets
−Removed: assets include property, plant and equipment, goodwill and intangible assets.
+Added: Six Months Ended June 30, 2021
+Added: $ 111,555,391
+Added: Income (loss) from operations
+Added: ( 4,000,937 )
+Added: ( 1,615,198 )
+Added: $ 123,134,784
+Added: Depreciation and amortization expense
+Added: Stock compensation
+Added: Long-lived assets
+Added: Long-lived assets include property, plant and
+Added: equipment, goodwill and intangible assets.
+Added: Geographic Information
Revenues by geographic location are included in
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: In November 2021, the Company’s Series A preferred stock was
−Removed: cancelled and converted into the right to receive a portion of merger consideration issuable as common stock of DocGo, par value $ 0.0001 (the
−Removed: “Common Stock”), pursuant to the terms and conditions set forth in the Merger Agreement.
−Removed: The Company’s Condensed Consolidated
−Removed: Statements of Changes in Stockholders’ Equity reflect the 2020 shares as if the Merger occurred in 2020.
−Removed: to the reverse merger, on May 23, 2019, the Series A preferred stock was formed, and 40,000 shares were authorized.
−Removed: of Series A preferred stock was convertible into Class A common stock at a conversion price of $ 3,000 per share, subject to adjustment
−Removed: as defined in the articles of incorporation.
−Removed: A preferred stockholders had voting rights equivalent to the number of common stock shares issuable upon conversion.
−Removed: The Series A preferred
−Removed: stockholders were entitled to a non-cumulative dividend equal to 8 % of the original issue price as defined in the agreement when
−Removed: declared by the board of directors.
−Removed: holders of the Series A preferred stock had preferential liquidation rights and rank senior to the holders of common stock.
−Removed: If a liquidation
−Removed: 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
−Removed: adjustment as defined in the articles of incorporation, plus all accrued and unpaid dividends thereon.
−Removed: After the payment of the Series
−Removed: A preferred stockholders, the common stockholders would have been paid out on a pro-rate basis.
−Removed: November 1, 2017, Ambulnz, Inc.
−Removed: converted its legal structure from a limited liability company to a corporation and converted its membership
−Removed: units into shares of common stock at a rate of 1,000 shares per membership unit.
−Removed: The total authorized number of shares of common stock
−Removed: converted was 100,000 shares, comprised of 35,597 shares of Class A common stock and 64,402 shares of Class B common stock.
−Removed: to the reverse merger, on May 23, 2019, the Ambulnz, Inc amended and restated its articles of incorporation and the total authorized
−Removed: 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.
−Removed: The Class A common stockholders had voting rights equivalent to one vote per share of common stock and the Class B common stockholders
−Removed: have no voting rights.
−Removed: Dividends may be paid to the common stockholders out of funds legally available, when declared by the board of
−Removed: Preacquisition
−Removed: On February 15, 2018, the Company issued warrants to purchase 1,367
−Removed: shares of Class B common stock at a purchase price of $ 0.01 per share to an investor in conjunction with a capital investment.
−Removed: had no expiration date.
+Added: Preferred Stock
+Added: In November 2021, the Company’s Series A
+Added: preferred stock was cancelled and converted into the right to receive a portion of merger consideration issuable as common stock of DocGo,
+Added: par value $ 0.0001 (the “Common Stock”), pursuant to the terms and conditions set forth in the Merger Agreement.
+Added: The Company’s
+Added: Condensed Consolidated Statements of Changes in Stockholders’ Equity reflect the 2020 shares as if the Merger occurred in 2020.
+Added: Prior to the reverse merger, on May 23, 2019,
+Added: the Series A preferred stock was formed, and 40,000 shares were authorized.
+Added: Each share of Series A preferred stock was convertible
+Added: into Class A common stock at a conversion price of $ 3,000 per share, subject to adjustment as defined in the articles of incorporation.
+Added: Series A preferred stockholders had voting rights
+Added: equivalent to the number of common stock shares issuable upon conversion.
+Added: The Series A preferred stockholders were entitled to a non-cumulative
+Added: dividend equal to 8 % of the original issue price as defined in the agreement when declared by the board of directors.
+Added: The holders of the Series A preferred stock had
+Added: preferential liquidation rights and rank senior to the holders of common stock.
+Added: If a liquidation were to occur, the holders of the Series
+Added: 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,
+Added: plus all accrued and unpaid dividends thereon.
+Added: After the payment of the Series A preferred stockholders, the common stockholders would
+Added: have been paid out on a pro-rata basis.
+Added: and Subsidiaries
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
+Added: On November 1, 2017, Ambulnz, Inc.
+Added: converted its
+Added: legal structure from a limited liability company to a corporation and converted its membership units into shares of common stock at a
+Added: rate of 1,000 shares per membership unit.
+Added: The total authorized number of shares of common stock converted was 100,000 shares, comprised
+Added: of 35,597 shares of Class A common stock and 64,402 shares of Class B common stock.
+Added: Prior to the reverse merger, on May 23, 2019,
+Added: the Ambulnz, Inc amended and restated its articles of incorporation and the total authorized common stock increased to 154,503 shares,
+Added: comprised of 78,000 shares of Class A common stock and 76,503 shares of Class B common stock.
+Added: The Class A common stockholders had voting
+Added: rights equivalent to one vote per share of common stock and the Class B common stockholders have no voting rights.
+Added: Dividends may be paid
+Added: to the common stockholders out of funds legally available, when declared by the board of directors.
+Added: Share Repurchase Program
+Added: On May 24, 2022, the Company was authorized to
+Added: purchase up to $ 40 million of the Company’s common stock under a share repurchase program (the “Program”).
+Added: second quarter of 2022, the Company repurchased 70,000 shares of its common stock for $ 498,000 .
+Added: These shares were subsequently cancelled.
+Added: The Program does not obligate the Company to acquire any specific number of shares and will expire on November 24, 2023.
+Added: Under the Program,
+Added: shares may be repurchased using a variety of methods, including privately negotiated and/or open market transactions, including under
+Added: plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as part of accelerated
+Added: share repurchases, block trades and other methods.
+Added: The timing, manner, price and amount of any common stock repurchases under the Program
+Added: are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price and economic and
+Added: market conditions.
+Added: Preacquisition Warrants
+Added: On February 15, 2018, the Company issued warrants
+Added: 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.
+Added: The warrants had 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 .
−Removed: 2019, the warrants were exchanged for warrants to purchase 2,461 shares of Series A preferred stock at a purchase price of $ 0.01 per share.
−Removed: The exchanged warrants has no expiration date, and had a fair value on the date of issuance of $ 3,000 per share for a total fair value
−Removed: of $ 7,383,000 .
+Added: On May 23, 2019, the warrants were exchanged for warrants to purchase 2,461 shares of Series A preferred stock at a purchase price of
+Added: $ 0.01 per share.
+Added: The exchanged warrants have no expiration date, and had a fair value on the date of issuance of $ 3,000 per share for
+Added: 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.
−Removed: common stock.
−Removed: On June 5, 2019, the Company issued warrants to purchase 667 shares
−Removed: of Series A preferred stock at a purchase price of $ 3,000 per share to an investor in conjunction with a capital investment.
−Removed: would have expired on June 6, 2029.
−Removed: The fair value on the date of issuance was $ 2,078 per warrant for a total fair value of $ 1,386,026 .
+Added: On June 5, 2019, the Company issued warrants to
+Added: 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.
+Added: The warrants would have expired on June 6, 2029.
+Added: The fair value on the date of issuance was $ 2,078 per warrant for a total fair value
+Added: of $ 1,386,026 .
These warrants were cashless exercised in November 2021 for 229,807 shares of common DocGo Inc.
common stock.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Stock Based Compensation
+Added: Stock Options
In 2021, the Company established the DocGo Inc.
7 unchanged sentences
Stock options granted have a maximum contractual term of 10 years.
−Removed: On March 31, 2022, approximately 2.7 million employee
+Added: On June 30, 2022, approximately 3.0 million employee
stock options on a converted basis had vested.
+Added: and Subsidiaries
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
The fair value of each stock option grant is estimated
17 unchanged sentences
8, 2021 Merger Agreement with Motion Acquisition Corp.
−Removed: A discount for lack of marketability was applied to the non-controlling
−Removed: and marketable fair value estimates determined above.
−Removed: The determination of an appropriate discount for lack of marketability was based
−Removed: on a review of discounts on the sale of restricted shares of publicly traded companies and put-based quantitative methods.
−Removed: influenced the size of the discount for lack of marketability included (a) the estimated time it would take for a Company stockholder
−Removed: to achieve marketability, and (b) the volatility of the Company’s business.
+Added: A discount for lack of marketability was applied
+Added: to the non-controlling and marketable fair value estimates determined above.
+Added: The determination of an appropriate discount for lack of
+Added: marketability was based on a review of discounts on the sale of restricted shares of publicly traded companies and put-based quantitative
+Added: Factors that influenced the size of the discount for lack of marketability included (a) the estimated time it would take for
+Added: a Company stockholder to achieve marketability, and (b) the volatility of the Company’s business.
The following assumptions were used to compute
−Removed: the fair value of the stock option grants during the period ended March 31, 2022 and 2021:
−Removed: Three Months Ended
+Added: the fair value of the stock option grants during the period ended June 30, 2022 and 2021:
+Added: June 30, 2022
Risk-free interest rate
1 unchanged sentence
Dividend yield
−Removed: The following table summarizes the Company’s stock option activity under the Plan for the period ended March 31, 2022:
+Added: The following table summarizes the Company’s
+Added: stock option activity under the Plan for the period ended June 30, 2022:
Life in Years
3 unchanged sentences
Cancelled during the year
−Removed: Balance as of, March 31, 2022
−Removed: Options vested and exercisable at March 31, 2022
+Added: Balance as of June 30, 2022
+Added: Options vested and exercisable at June 30, 2022
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.
−Removed: The weighted average grant date fair value per share for stock option grants during the periods ended March 31, 2022 and December
+Added: The weighted average grant date fair value per share for stock option grants during the periods ended June 30, 2022 and December 31,
2021 was $ 7.15 and $ 2.80 , respectively.
−Removed: At March 31, 2022 and December 31, 2021, the total unrecognized compensation related
−Removed: to unvested stock option awards granted was $ 22,868,377 and $ 20,792,804 , respectively, which the Company expects to recognize over a weighted-average
+Added: On June 30, 2022 and December 31, 2021, the total unrecognized compensation related to unvested
+Added: stock option awards granted was $ 22,868,377 and $ 20,792,804 , respectively, which the Company expects to recognize over a weighted-average
period of approximately 3.58 years.
+Added: and Subsidiaries
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
Restricted Stock Units
−Removed: The fair value of restricted stock units (“RSUs”) is determined
−Removed: on the date of grant.
−Removed: The Company records compensation expense in the Condensed Consolidated Statement of Operations and Comprehensive
−Removed: Income on a straight-line basis over the vesting period for RSUs.
−Removed: The vesting period for employees and members of the Board of Directors
−Removed: ranges from one to four years.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: The fair value of restricted stock units (“RSUs”)
+Added: is determined on the date of grant.
+Added: The Company records compensation expense in the Condensed Consolidated Statement of Operations and
+Added: Comprehensive Income on a straight-line basis over the vesting period for RSUs.
+Added: The vesting period for employees and members of the Board
+Added: of Directors ranges from one to four years.
Activity under RSUs was as follows:
−Removed: Average Grant
−Removed: Value Per RSU
Balance as of December 31, 2021
−Removed: Vested and issued
−Removed: Balance as of, March 31, 2022
−Removed: Vested and unissued at March 31, 2022
−Removed: Non-vested at March 31, 2022
+Added: Vested as of June 30, 2022
+Added: Balance as of June 30, 2022
+Added: Vested and unissued at June 30, 2022
+Added: Non-vested at June 30, 2022
The total grant-date fair value of RSUs granted
−Removed: during the period ended March 31, 2022 was $ 1,049,999 .
−Removed: For the period ended March 31, 2022, the Company
+Added: during the period ended June 30, 2022 was $ 1,049,999 .
+Added: For the period ended June 30, 2022, the Company
recorded stock-based compensation expense related to RSUs of $ 82,305 .
−Removed: As of March 31, 2022, the Company had $ 1,467,949
+Added: As of June 30, 2022, the Company had $ 1,467,949
in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 3.2 years.
−Removed: Company is obligated to make rental payments under non-cancellable operating leases for office, dispatch station space, and transportation
−Removed: equipment, expiring at various dates through 2026 .
−Removed: Under the terms of the leases, the Company is also obligated for its proportionate
−Removed: share of real estate taxes, insurance and maintenance costs of the property.
−Removed: The Company is required to hold certain funds in restricted
−Removed: cash and cash equivalents accounts under some of these agreements.
+Added: Operating Leases
+Added: The Company is obligated to make rental payments
+Added: under non-cancellable operating leases for office, dispatch station space, and transportation equipment, expiring at various dates through
+Added: Under the terms of the leases, the Company is also obligated for its proportionate share of real estate taxes, insurance and maintenance
+Added: costs of the property.
+Added: The Company is required to hold certain funds in restricted cash and cash equivalents accounts under some of these
Certain leases for property and transportation
6 unchanged sentences
that would require whether to exercise or not exercise the option.
−Removed: Company’s lease agreements generally do not provide an implicit borrowing rate.
−Removed: Therefore, the Company used a benchmark approach
−Removed: to derive an appropriate imputed discount rate.
−Removed: The Company benchmarked itself against other companies of similar credit ratings and
−Removed: comparable quality and derived imputed rates, which were used to discount its real estate lease liabilities.
−Removed: The Company used estimated
−Removed: borrowing rates of 6 % on January 1, 2019, for all leases that commenced prior to that date, for office spaces and transportation equipment.
−Removed: The table below comprise lease expenses for the periods ended March 31, 2022 and 2021:
+Added: The Company’s lease agreements generally
+Added: do not provide an implicit borrowing rate.
+Added: Therefore, the Company used a benchmark approach to derive an appropriate imputed discount
+Added: The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived imputed rates,
+Added: which were used to discount its real estate lease liabilities.
+Added: The Company used estimated borrowing rates of 6 % on January 1, 2019, for
+Added: all leases that commenced prior to that date, for office spaces and transportation equipment.
+Added: and Subsidiaries
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
+Added: The table below comprise lease expenses for the
+Added: periods ended June 30, 2022 and 2021:
+Added: Three Months Ended
+Added: Six Months Ended
Components of total lease cost:
2 unchanged sentences
Total lease cost
−Removed: Position as of March 31, 2022
−Removed: Right-of-use lease assets and lease liabilities for the Company’s operating leases were recorded in the consolidated balance
−Removed: sheets as follows:
+Added: Lease Position as of June 30, 2022
+Added: Right-of-use lease assets and lease liabilities
+Added: for the Company’s operating leases were recorded in the Condensed Consolidated Balance Sheets as follows:
Lease right-of-use assets
5 unchanged sentences
Total lease liability
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: and Discount Rate
+Added: Lease Terms and Discount Rate
Weighted average remaining lease term (in years) - operating leases
Weighted average discount rate - operating leases
−Removed: Future minimum lease payments under the operating leases at March 31, 2022 are as follows:
−Removed: Operating Leases
+Added: Undiscounted Cash Flows
+Added: Future minimum lease payments under the operating
+Added: leases at June 30, 2022 are as follows:
2022, remaining
3 unchanged sentences
Present value of future minimum lease payments
−Removed: Operating lease expense were approximately $ 462,625
−Removed: and $ 491,375 for the period ended March 31, 2022 and 2021, respectively.
−Removed: For the quarter ended March 31, 2022, the Company
+Added: Operating lease expense was approximately $ 428,728
+Added: and $ 446,564 for the three months ended June 30, 2022 and 2021, respectively.
+Added: Operating lease expense was approximately $ 891,353
+Added: and $ 937,939 for the six months ended June 30, 2022 and 2021, respectively.
+Added: and Subsidiaries
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
+Added: For the three months ended June 30, 2022, the
+Added: Company made $ 428,728 of fixed cash payments related to operating leases and $ 851,307 related to finance leases.
+Added: For the three months
+Added: ended June 30, 2021, the Company made $ 446,564 of fixed cash payments related to operating leases
+Added: and $ 652,891 related to finance leases.
+Added: For the six months ended June 30, 2022, the Company
made $ 891,353 of fixed cash payments related to operating leases and $ 1,473,882 related to finance leases.
+Added: For the six months
+Added: ended June 30, 2021, the Company made $ 937,939 of fixed cash payments related to operating leases
+Added: and $ 1,254,392 related to finance leases.
Finance Leases
The Company leases vehicles under a non-cancelable
−Removed: finance lease agreements with a liability of $ 9,664,850 and $ 10,139,410 for the quarter ended March 31, 2022 and December 31, 2021, respectively.
−Removed: This includes accumulated depreciation expense of $ 7,951,023 and $ 7,095,242 as of March 31, 2022 and December 31, 2021, respectively.
+Added: finance lease agreements with a liability of $ 7,931,349 and $ 10,139,410 as of June 30, 2022 and December 31, 2021, respectively.
+Added: includes accumulated depreciation expense of $ 8,837,761 and $ 7,095,242 as of June 30, 2022 and December 31, 2021, respectively.
Depreciation expense for the vehicles under non-cancelable
−Removed: lease agreements amounted to $ 855,781 and $ 646,812 for the quarter ended March 31, 2022 and 2021, respectively.
+Added: lease agreements amounted to $ 662,495 and $ 710,645 for the three months ended June 30, 2022 and 2021, respectively.
+Added: Depreciation expense for the vehicles under non-cancelable
+Added: lease agreements amounted to $ 1,518,276 and $ 1,357,457 for the six months ended June 30, 2022 and 2021, respectively.
+Added: Gain on Lease Remeasurement
+Added: In June 2022, the Company reassessed its finance
+Added: lease estimates relating to vehicle milage and residual value.
+Added: As a result, the Company determined to purchase the vehicles at the end
+Added: of the leases which resulted in a gain of $ 1.4 million recorded as gains from lease accounting on the Unaudited Condensed Consolidated
+Added: Statement of Operations and Comprehensive Income (Loss).
Lease Payments
The table below presents lease payments for the
−Removed: periods ended March 31, 2022 and 2021:
+Added: periods ended June 30, 2022 and 2021:
+Added: Three Months Ended
+Added: Six Months Ended
Components of total lease payment:
2 unchanged sentences
Total lease payments
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Position as of March 31, 2022
−Removed: lease assets and lease liabilities for the Company’s finance leases were recorded in the consolidated balance sheet as follows:
+Added: and Subsidiaries
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
+Added: Lease Position as of June 30, 2022
+Added: Right-of-use lease assets and lease liabilities
+Added: for the Company’s finance leases were recorded in the Condensed Consolidated Balance Sheets as follows:
Lease right-of-use assets
5 unchanged sentences
Total lease liability
−Removed: Terms and Discount Rate
−Removed: table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate
−Removed: for the Company’s finance leases as of March 31, 2022:
+Added: Lease Terms and Discount Rate
+Added: The table below presents certain information related
+Added: to the weighted average remaining lease term and the weighted average discount rate for the Company’s finance leases as of June
Weighted average remaining lease term (in years) - finance leases
Weighted average discount rate - finance leases
−Removed: Future minimum lease payments under the finance leases at March 31, 2022 are as follows:
−Removed: Finance Leases
+Added: Undiscounted Cash Flows
+Added: Future minimum lease payments under the finance
+Added: leases at June 30, 2022 are as follows:
2022, remaining
3 unchanged sentences
Present value of future minimum lease payments
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: of March 31, 2022, the Company recognized other loss of $ 4,253 , net of $ 20,805 from realized foreign exchange loss offset by rental
−Removed: income of $ 16,552 .
+Added: and Subsidiaries
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
+Added: As of June 30, 2022, the Company recognized other
+Added: income of $ 11,387 , net of $ 19,660 from realized foreign exchange loss offset by rental income of $ 31,047 .
Related Party Transactions
−Removed: Historically,
−Removed: the Company has been involved in transactions with various related parties.
−Removed: Pride Staff provides subcontractor services to
−Removed: Pride Staff is owned by an operations manager of the Company and his spouse, and therefore, is a related party.
−Removed: made subcontractor payments to Pride Staff totaling $ 209,153 and $ 163,125 for the three months ended March 31, 2022 and 2021, respectively.
−Removed: There were no amounts due in accounts payable
−Removed: to related parties as of March 31, 2022 and December 31, 2021, respectively.
−Removed: As a result of the Company’s history of
−Removed: net operating losses (“NOL”), the Company had historically provided for a full valuation allowance against its deferred tax
−Removed: assets for assets that were not more-likely-than-not to be realized.
−Removed: The Company’s income tax expense for the three months ended
−Removed: March 31, 2022 and 2021 was $ 440,179 and $ 10,029 respectively.
−Removed: Our effective tax rate for the three months ended March 31, 2022 and 2021
−Removed: was 4.85 % and 2.53 %.
−Removed: The Company has established a 401(k) plan in January 2022 that qualifies
−Removed: as a deferred compensation arrangement under Section 401 of the Internal Revenue Code.
−Removed: employees that complete two months of
−Removed: service with the Company are eligible to participate in the plan.
−Removed: The Company did not make any employer contributions to this plan as
−Removed: of March 31, 2022.
+Added: Historically, the Company has been involved in
+Added: transactions with various related parties.
+Added: Tendler Strategic & Legal Services
+Added: PLLC provides commission services for the Company.
+Added: Tendler Strategic & Legal Services PLLC is owned by the General Counsel
+Added: of the Company, and therefore is a related party.
+Added: The Company made commission payments to Ely D.
+Added: Tendler Strategic & Legal Services
+Added: PLLC totaling $ 234,255 and $ 127,093 for the three months ended June 30, 2022 and 2021, respectively, and $ 443,408 and $ 290,218 for the
+Added: six months ended June 30, 2022 and 2021, respectively.
+Added: Included in accounts payable were $ 99,585 and
+Added: $ 85,133 due to this related party as of June 30, 2022 and December 31, 2021, respectively.
+Added: As a result of the Company’s history
+Added: of net operating losses (“NOL”), the Company had historically provided for a full valuation allowance against its
+Added: deferred tax assets for assets that were not more-likely-than-not to be realized.
+Added: The Company’s income tax (expense) benefit
+Added: for the three months ended June 30, 2022 and 2021 were $( 321,660 ) and $ 1,107 , respectively, and $( 761,839 ) and $( 8,923 ) for the six
+Added: months ended June 30, 2022 and 2021, respectively.
+Added: The Company’s effective tax rate was 4.14 % and 1.10 % for the three months ended June
+Added: 30, 2022 and 2021, respectively, and 4.30 % and 0.47 % for the six months ended June 30, 2022 and 2021, respectively.
+Added: In determining
+Added: the quarterly provision for income taxes, we use an estimated annual effective tax rate adjusted for discrete items.
+Added: based on our expected annual income, statutory tax rates, and best estimates of nontaxable and nondeductible income and expense
+Added: The Company has established a 401(k) plan in January
+Added: 2022 that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code.
+Added: employees that complete
+Added: two months of service with the Company are eligible to participate in the plan.
+Added: The Company did not make any employer contributions to
+Added: this plan as of June 30, 2022.
Legal Proceedings
9 unchanged sentences
the Company discloses the possible loss in the Condensed Consolidated Financial Statements.
−Removed: As of March 31, 2022 and December 31, 2021, the Company recorded a
−Removed: liability of $ 1,000,000 , which represents an amount for an agreed settlement, under the terms of a memorandum of understanding, of
−Removed: various class-based claims, both actual and potential, under Federal and California State law over a historical period.
−Removed: The settlement
−Removed: is subject to court approval.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: and Subsidiaries
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
+Added: As of June 30, 2022 and December 31, 2021, the
+Added: Company recorded a liability of $ 1,000,000 , which represents an amount for an agreed settlement, under the terms of a memorandum
+Added: of understanding, of various class-based claims, both actual and potential, under Federal and California state law, as described in detail
+Added: The settlement is subject to court approval.
+Added: Zamora, Jascha Dlugatch, et al.
+Added: Ambulnz Health, LLC, et al .
+Added: was filed in the Los Angeles Superior Court on October 11,
+Added: 2018, and the complaint alleged wage and hour violations pursuant to California’s Private Attorneys’ General Act of 2004
+Added: On February 24, 2020, this case was consolidated with Jascha Dlugatch, et.
+Added: Ambulnz Health,
+Added: LLC (the “Consolidated Compliant”), another lawsuit filed in the Los Angeles Superior Court.
+Added: 2021, the parties attended mediation and settled the claims pled in the Consolidated Complaint on a class-wide and PAGA basis in
+Added: exchange for a proposed $ 1 million payment by Ambulnz Health, inclusive of administrative costs and fees.
+Added: The parties are working on
+Added: preparing all documents to obtain court approval of their settlement and anticipate obtaining preliminary approval of their
+Added: settlement in the near future, subject to Court calendars and pandemic related backlogs.
Risk and Uncertainties
−Removed: Risks, Impacts and Uncertainties
−Removed: January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus
−Removed: (the “COVID-19 Outbreak”) and the risks to the international community as the virus spreads globally.
−Removed: In March 2020, the
−Removed: WHO classified the COVID-19 Outbreak as a pandemic, based on the rapid increase in exposure globally.
−Removed: spread of COVID-19 and the related country-wide shutdowns and restrictions have had a mixed impact on the Company’s business.
−Removed: the ambulance transportation business, which predominantly comprises non-emergency medical transportation, the Company has seen a decline
−Removed: in volumes from historical and expected levels, as elective surgeries and other procedures have been postponed.
−Removed: In some of the Company’s
−Removed: larger markets, such as New York and California, there have been declines in trip volume.
−Removed: In addition, the Company experienced lost revenues
−Removed: associated with sporting, concerts and other events, as those events have been cancelled or have a significantly restricted (or entirely
−Removed: eliminated) the number of permitted attendees.
−Removed: are two areas where the Company has experienced positive business impacts from COVID-19.
−Removed: In April and May 2020, the Company participated
−Removed: in an emergency project with Federal Emergency Management Agency (“FEMA”) in the New York City area.
−Removed: This engagement resulted
−Removed: in incremental transportation revenue.
−Removed: In addition, in response to the need for widespread COVID-19 testing and available Emergency Medical
−Removed: Technicians (“EMT”) and Paramedics, the Company formed a new subsidiary, Rapid Reliable Testing, LLC (“RRT”),
−Removed: with the goal to perform COVID-19 tests at nursing homes, municipal sites, businesses, schools and other venues.
−Removed: RRT is part of the Mobile
−Removed: Health segment.
+Added: COVID-19 Risks, Impacts and Uncertainties
+Added: On January 30, 2020, the World Health Organization
+Added: (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 Outbreak”) and
+Added: the risks to the international community as the virus spreads globally.
+Added: In March 2020, the WHO classified the COVID-19 Outbreak as a pandemic,
+Added: based on the rapid increase in exposure globally.
+Added: The spread of COVID-19 and the related country-wide
+Added: shutdowns and restrictions had a mixed impact on the Company’s business.
+Added: In the ambulance transportation business, which predominantly
+Added: comprises of non-emergency medical transportation, the Company saw a decline in volumes from historical and expected levels, as elective
+Added: surgeries and other procedures were postponed.
+Added: In some of the Company’s larger markets, such as New York and California, there were
+Added: declines in trip volume.
+Added: In addition, the Company experienced lost revenues associated with sporting, concerts and other events, as those
+Added: events were cancelled or had a significantly restricted (or entirely eliminated) the number of permitted attendees.
+Added: Both ambulance transports
+Added: and event-related revenues have since recovered to pre-COVID levels or higher.
+Added: There are two areas where the Company has experienced
+Added: positive business impacts from COVID-19.
+Added: In April and May 2020, the Company participated in an emergency project with Federal Emergency
+Added: Management Agency (“FEMA”) in the New York City area.
+Added: This engagement resulted in incremental transportation revenue.
+Added: in response to the need for widespread COVID-19 testing and available Emergency Medical Technicians (“EMT”) and Paramedics,
+Added: the Company formed a new subsidiary, Rapid Reliable Testing, LLC (“RRT”), with the goal to perform COVID-19 tests at nursing
+Added: homes, municipal sites, businesses, schools and other venues.
+Added: RRT is part of the Mobile Health segment.
Accelerated Payments
18 unchanged sentences
was issued and will be assessed for each full 30-day period that the balance remains unpaid.
−Removed: As of March 31, 2022 and December 31, 2021,
−Removed: $ 290,582 and $ 975,415 of Medicare accelerated payments were reflected within accrued liabilities, respectively, in the Condensed Consolidated
−Removed: Balance Sheets, as the Company expects to repay the balance by December 31, 2022.
−Removed: The Company’s estimate of the
−Removed: current liability is a function of historical cash receipts from Medicare and the repayment terms set forth above.
+Added: There were no Medicare accelerated payments
+Added: reflected within accrued liabilities in the Condensed Consolidated Balance Sheets as of June 30, 2022, compared to $ 975,415 as of December
+Added: The Company’s estimate of the current liability is a function of historical cash receipts from Medicare and the repayment
+Added: terms set forth above.
+Added: Subsequent Events
+Added: On July 6, 2022, Holdings acquired Government
+Added: Medical Services, LLC (“GMS”) in exchange for $ 19 million in cash.
+Added: GMS is engaged in the business of providing licensed healthcare
+Added: On July 13, 2022, the Company acquired Exceptional
+Added: Medical Transportation, LLC (“Exceptional”) in exchange for $ 6.4 million in cash.
+Added: Exceptional is in the business of providing
+Added: medical transportation services.
+Added: On July 20, 2022, Ambulnz Community Partners LTD,
+Added: a subsidiary of the Company located in United Kingdom, entered into a financing agreement to acquire six ambulances.
+Added: The total purchase
+Added: price was approximately £ 0.6 million GBP (approximately $ 0.7 million), payable in 60 monthly installment payments starting on August
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.