What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-08-09 compared with 2022-05-10 · 538 added, 457 removed, 198 unchanged (83% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Unless the context requires otherwise, references

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percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in DocGo’s

Condensed Consolidated Financial Statements or in the associated text.

Condensed Consolidated Financial Statements or in the associated notes.

Certain other amounts that appear in this section may similarly

not sum due to rounding.

Note Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding, among other

things, the plans, strategies and prospects, both business and financial, of the Company.

These statements are based on the beliefs and

assumptions of our management.

Although the Company believes that its plans, intentions and expectations reflected in or suggested by

these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions

or expectations.

Generally, statements that are not historical facts, including statements concerning possible or assumed future actions,

business strategies, events or results of operations, are forward-looking statements.

These statements may be preceded by, followed by

or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,”

“may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,”

“intends” or similar expressions.

Cautionary Note Regarding

Forward-Looking Statements

This Quarterly Report

on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section

21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding, among other things, the plans, strategies

and prospects, both business and financial, of the Company.

These statements are based on the beliefs and assumptions of our management.

Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements

are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations.

Generally, statements

that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results

of operations, are forward-looking statements.

These statements may be preceded by, followed by or include the words “believes,”

“estimates,” “expects,” “projects,” “forecasts,” “may,” “will,”

“should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends”

or similar expressions.

Forward-looking statements are inherently subject to risks, uncertainties and assumptions.

More information regarding the risks and uncertainties and other important factors that could cause actual results to differ materially

from those in the forward-looking statements is set forth under the heading “Risk Factors” in Part I, Item 1A.

Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”)

on March 15, 2022 (the “2021 Form 10-K”), and as may be updated in this and other subsequent Quarterly Reports on Form 10-Q.

Forward-looking statements are not guarantees of future performance and speak only as of the date hereof.

We undertake no obligation

to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except

as required by law.

which was originally incorporated in 2015, is a healthcare transportation and mobile services company that uses proprietary dispatch and

communication technology to provide quality healthcare transportation and mobile, in-person medical treatment directly to patients

in the comfort of their homes, workplaces and other non-traditional locations, in major metropolitan cities in the United States

and the United Kingdom.

Additional information

regarding the risks and uncertainties and other important factors that could cause actual results to differ materially from those in the

forward-looking statements is set forth under the heading “Risk Factors” in Part I, Item 1A.

in DocGo’s Annual Report

on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on March

15, 2022 (the “2021 Form 10-K”), and may be updated in this and other subsequent Quarterly Reports on Form 10-Q.

Forward-looking

statements are not guarantees of future performance and speak only as of the date hereof.

We undertake no obligation to update or revise

publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by law.

DocGo, which was originally

incorporated in 2015, is a healthcare transportation and mobile services company that uses proprietary dispatch and communication technology

to provide quality healthcare transportation and mobile, in-person medical treatment directly to patients in the comfort of their

homes, workplaces and other non-traditional locations, in major metropolitan cities in the U.S.

Company derives revenue primarily from its two operating segments:

Transportation Services and Mobile Health services.

Transportation

The services offered by this segment encompass both emergency response and non-emergency transport services.

Non-emergency transport

services include ambulance transports and wheelchair transports.

Net revenue from Transportation Services is derived from the transportation

of patients based on billings to third party payors and healthcare facilities.

Health Services:

The services offered by this segment include services performed at home and offices, COVID-19 testing,

and event services which include on-site healthcare support at sporting events and concerts.

Transportation Services:

The services offered by this segment encompass both emergency response and non-emergency ambulance transport services.

Net revenue from Transportation Services is derived from the transportation of patients based on billings to third-party payors and healthcare facilities.

Mobile Health Services:

The services offered by this segment include services performed at home and offices, COVID-19 testing, and event services

which include on-site healthcare support at sporting events and concerts.

Note 10, “Business Segment Information” to the Condensed Consolidated Financial Statements for additional information regarding

DocGo’s segments.

the three months ended March 31, 2022, the Company recorded net income of $9.4 million, compared to a net loss of $2.0 million in the

three months ended March 31, 2021.

spread of COVID-19 and the related shutdowns and restrictions have had a mixed impact on our business.

In the ambulance transportation

business, which comprises of, predominantly, non-emergency medical transport, the Company experienced a decline in transportation

volumes versus historical levels, as elective surgeries and other non-emergency surgical procedures were postponed or cancelled.

In addition, the Company experienced lost revenue associated with sporting, concerts and other events, as those events were either cancelled

or have experienced a significantly restricted number of permitted attendees.

are two areas where the Company experienced positive business impacts from COVID-19.

In April and May 2020, the Company participated

in an emergency project with Federal Emergency Management Agency in the New York City area.

This engagement resulted in incremental

transportation revenue that partially offset some of the lost non-emergency transport revenues.

In addition, in response to the need

for widespread COVID-19 testing and available EMTs and paramedics, the Company expanded its operations to include Rapid Reliable

Testing (“RRT”), with the goal of performing COVID-19 tests at nursing homes, municipal sites, businesses, schools and

other venues.

RRT is part of the Mobile Health business line.

Mobile Health generated approximately $90.1 million in revenue in the

three months ended March 31, 2022, as compared to $30.6 million in the first quarter of 2021.

2020 and the early part of 2021, the Company continued to operate with several back-office employees working remotely.

the Company has not witnessed any degradation in productivity from these employees, the large majority of whom have now returned to their

respective offices, and our operations have proceeded without major interruption.

By early 2021, nearly all remote employees had returned

to work in their respective offices and other locations.

DocGo also utilized several government programs in 2020 related to the pandemic,

receiving approximately $1.0 million in payments through the Public Health and Social Services Emergency Fund authorized under the

Coronavirus Aid, Relief and Economic Security Act and related legislation as well as various state and local programs, net of amounts

that will be repaid to HHS.

DocGo also received accelerated Medicare payments of approximately $2.4 million that were required

to be repaid beginning in April 2021.

Through March 31, 2022, approximately $2.2 million of this advance had been recouped

by Medicare .

it is very difficult to accurately predict the future direction of the effects of the COVID-19 pandemic, and the related impact on

medical transportation levels, the revenue from the Transportation Services segment during 2021 exceeded that of 2020 by approximately

Since the beginning of 2021, trip volumes in most of our markets have started to return to more normal historical levels.

generated, during 2021, COVID-19 testing revenue, including its Mobile Health services segment, above the levels projected, and this

persisted in the first quarter of 2022.

The Company estimates that COVID-19 testing revenue in the first quarter of 2022 amounted to approximately

In a broader, strategic sense, the consumer focus on Mobile Health services and the formation of RRT, and its emergence as

a significant contributor to overall revenues have accelerated the diversification in the Company’s business by more rapid expansion

of the Mobile Health segment.

Company’s current business plan assumes gradual recovery of industry-wide transportation volumes to historical levels, plus an increased

demand for mobile health services, a demand that was accelerated by the pandemic, but which is also being driven by longer-term secular

the three months ended June 30, 2022, the Company recorded net income of $11.8 million, compared to net income of $0.1 million in the

three months ended June 30, 2021.

For the six months ended

June 30, 2022, the Company recorded net income of $21.1 million, compared to a net loss of $1.9 million in the six months ended June 30,

The spread of COVID-19 and the related shutdowns

and restrictions had a mixed impact on our business.

In the ambulance transportation business, which comprises of, non-emergency medical

transport, the Company saw a decline in volumes from historical and expected levels, as elective surgeries and other non-emergency surgical

procedures were postponed.

In addition, the Company experienced lost revenue associated with sporting, concerts and other events, as those

events were cancelled or had a significantly restricted (or entirely eliminated) number of permitted attendees.

Both ambulance transports

and event-related revenues have since recovered to pre-COVID levels or higher.

There are two areas where

the Company experienced positive business impacts from COVID-19.

In April and May 2020, the Company participated in an emergency

project with Federal Emergency Management Agency in the New York City area.

This engagement resulted in incremental transportation

revenue that partially offset some of the lost non-emergency transport revenues.

In addition, in response to the need for widespread

COVID-19 testing and available EMTs and paramedics, the Company expanded its operations to include Rapid Reliable Testing (“RRT”),

with the goal of performing COVID-19 tests at nursing homes, municipal sites, businesses, schools and other venues.

RRT is part of

the Mobile Health business segment.

Mobile Health generated approximately $87.3 and $177.4 million in revenue in the three and six

months ended June 30, 2022, respectively, as compared to $33.2 and $63.9 million in the three and six months ended June 30, 2021, respectively.

During 2020 and the early

part of 2021, the Company continued to operate with several back-office employees working remotely.

To date, the Company has not

witnessed any degradation in productivity from these employees, the large majority of whom have now returned to their respective offices,

and our operations have proceeded without major interruption.

By early 2021, nearly all remote employees had returned to work in their

respective offices and other locations.

DocGo also utilized several government programs in 2020 related to the pandemic, receiving approximately

$1.0 million in payments through the Public Health and Social Services Emergency Fund authorized under the Coronavirus Aid, Relief

and Economic Security Act and related legislation as well as various state and local programs, net of amounts that will be repaid.

also received accelerated Medicare payments of approximately $2.4 million that were repaid in 2022.

While it is very difficult

to accurately predict the future direction of the effects of the COVID-19 pandemic, and the related impact on medical transportation

levels, the revenue from the Transportation Services segment during 2021 exceeded that of 2020 by approximately 33%.

Since the beginning

of 2021, trip volumes in most of our markets have started to return to more normal historical levels, and this trend has continued into

2022 The Company generated, during 2021, COVID-19 testing revenue, included in its Mobile Health services segment, above the levels

projected, and this persisted in the second quarter of 2022.

Given the nature of the Company’s contracts with most of its customers,

which include multiple procedures for which the Company is paid per hours worked, per vehicles and related equipment utilized and on a

per-procedure basis, it is difficult to determine the revenues that are attributable to COVID-19 testing.

However, the Company estimates

that COVID-19 testing revenue in the three and six months ended June 30, 2022 amounted to approximately $28 million and $66 million, respectively.

In a broader, strategic sense, the consumer focus on Mobile Health services and the formation of RRT, and its emergence as a significant

contributor to overall revenues, have accelerated the diversification in the Company’s business by more rapid expansion of the Mobile

Health segment.

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

increased demand for mobile health services, a demand that was accelerated by the pandemic, but which is also being driven by longer-term secular

factors, such as the increasing desire on the part of patients to receive treatments outside of traditional settings, such as doctor’s

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However, given the unpredictable, unprecedented, and fluid nature of the pandemic and its economic consequences,

we are unable to predict the duration and extent to which the pandemic and its related positive and negative impacts will affect our business,

financial condition, and results of operations in future periods.

we are unable to predict the duration and extent to which the pandemic and its related positive and negative impacts will affect our

business, financial condition, and results of operations in future periods.

Affecting Our Results of Operations

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strategy by identifying businesses and/or underlying licenses in these new markets that may be for sale.

Historically,

DocGo has pursued an acquisition strategy to obtain ambulance operating licenses from small operators.

Future acquisitions may also include

larger companies that may help drive revenue, profitability, cash flow and stockholder value.

DocGo did not complete any acquisitions

during the three months ended March 31, 2022.

During the 12 months ended December 31, 2021, DocGo completed one acquisition,

for a purchase price of $2.3 million, which contributed approximately $0.3 million to 2021 revenues.

During the 12 months ended

December 31, 2020, DocGo completed one acquisition, for a purchase price of $0.8 million, which contributed approximately $0.1 million

to 2020 revenues.

Healthcare Services

Historically, DocGo has

pursued an acquisition strategy to obtain ambulance operating licenses from small operators.

Future acquisitions may also include larger

companies that may help drive revenue, profitability, cash flow and stockholder value.

DocGo did not complete any acquisitions during

the six months ended June 30, 2022.

During the 12 months ended December 31, 2021, DocGo completed one acquisition, for a purchase

price of $2.3 million, which contributed approximately $0.3 million to 2021 revenues.

On July 6, 2022, the Company acquired Government

Medical Services, LLC (“GMS”) in exchange for $19 million in cash.

GMS was engaged in the business of providing licensed healthcare

We believe this acquisition will allow us to increase our presence in that market.

We are currently in the process of finalizing

the accounting for this transaction and expect to complete our preliminary allocation of the purchase consideration to the asset acquired

and liabilities assumed by the end of the third quarter of 2022.

On July 13, 2022, the Company acquired Exceptional

Medical Transportation, LLC (“Exceptional”) in exchange for $6.4 million in cash.

Exceptional was in the business of providing

medical transportation services.

We believe this acquisition will allow us to increase our presence in that market.

We are currently in

the process of finalizing the accounting for this transaction and expect to complete our preliminary allocation of the purchase consideration

to the assets acquired and liabilities assumed by the end of the third quarter of 2022.

Services Market

transportation services market is highly dependent on patients requiring transportation after surgeries and other medical procedures

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However, the Company was able to reallocate assets to locations where demand increased as a result of the pandemic.

Overall Economic Conditions

in the Markets In Which We Operate

Economic Conditions in the Markets In Which We Operate

changes both nationally and locally in our markets may impact our financial performance.

Unfavorable changes in demographics, health care

coverage of transportation and mobile health services, interest rates, ambulance manufacturing, a weakening of the national economy or

of any regional or local economy in which we operate and other factors beyond our control could adversely affect our business.

Unfavorable changes in demographics, health

care coverage of transportation and mobile health services, interest rates, ambulance manufacturing, a weakening of the national economy

or of any regional or local economy in which we operate and other factors beyond our control could adversely affect our business.

Volumes and Average Trip Price

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the trip counts or average trip prices mentioned above.

Our Ability to Control

Ability to Control Expenses

pay close attention to the management of our working capital and operating expenses.

Some of our most significant operating expenses are

labor costs, medical supplies and vehicle-related costs, such as fuel, maintenance, repair and insurance.

Some of our most significant operating expenses

are labor costs, medical supplies and vehicle-related costs, such as fuel, maintenance, repair and insurance.

Insurance costs include

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the optimum, cost-efficient labor mix for our locations.

Beginning in April 2021, the

inflation rate in the US, as measured by the Consumer Price Index (CPI) has steadily increased.

In 2019, the inflation rate was approximately

1.8%, while it dropped to approximately 1.2% in 2020.

These data are reported monthly, showing year-over-year changes in prices across

a basket of goods and services.

For 2021, inflation increased from the 1.4%-2.6% range in the first quarter, to 4.2% in April, and was

in the 5.0% area through the end of the third quarter of 2021, before increasing to the 6.0%-7.0% range in the fourth quarter.

full year, the inflation rate was 4.7% in 2021, the highest annual rate since the 5.4% rate recorded in 1990.

The inflation rate continued

to increase throughout the first quarter of 2022, reaching approximately 8.5% in March 2022.

The increased inflation rate has had an impact

on the Company’s expenses in several areas, including wages, fuel and medical and other supplies.

This has had the impact of compressing

gross profit margins, as the Company is generally unable to pass these higher costs on to its customers, particularly in the short term.

Looking to the rest of 2022, we anticipate a moderation of the inflation rate when compared to the first quarter of the year but expect

that inflation will remain above the levels seen in the previous 10 years, when the annual inflation rate ranged from 0.1% to 2.4%.

inflation is above the levels that the Company anticipates in 2022, gross margins could be below plan and our business, operating results

and cash flows may be adversely affected.

Investing in R&D

and Enhancing Our Customer Experience

in April 2021, the inflation rate in the US, as measured by the Consumer Price Index (CPI) has steadily increased.

In 2019, the inflation

rate was approximately 1.8%, while it dropped to approximately 1.2% in 2020.

These data are reported monthly, showing year-over-year

changes in prices across a basket of goods and services.

For 2021, inflation increased from the 1.4%-2.6% range in the first quarter,

to 4.2% in April, and was in the 5.0% area through the end of the third quarter of 2021, before increasing to the 6.0%-7.0% range in

the fourth quarter.

For the full year, the inflation rate was 4.7% in 2021, the highest annual rate since the 5.4% rate recorded in 1990.

The inflation rate continued to increase throughout the first half of 2022, reaching approximately 9.1% in June 2022.

The increased inflation

rate has had an impact on the Company’s expenses in several areas, including wages, fuel and medical and other supplies.

had the impact of compressing gross profit margins, as the Company is generally unable to pass these higher costs on to its customers,

particularly in the short term.

Looking to the second half 2022, we anticipate a moderation of the inflation rate when compared to the

first half of the year but expect that inflation will remain above the levels seen in the previous 10 years, when the annual inflation

rate ranged from 0.1% to 2.4%.

If inflation is above the levels that the Company anticipates in 2022, gross margins could be below plan

and our business, operating results and cash flows may be adversely affected.

in R&D and Enhancing Our Customer Experience

performance is dependent on the investments we make in research and development, including our ability to attract and retain highly skilled

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and services, mobile applications and other new offerings.

If we fail to innovate and enhance our brand and our products, our market position

and revenue will likely be adversely affected.

If we fail to innovate and enhance our brand and our products, our market

position and revenue will likely be adversely affected.

is subject to federal, state and local regulations including healthcare and emergency medical services laws and regulations and tax laws

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In the event that

any such change occurs, compliance with new laws and regulations may significantly affect the Company’s operations and cost of doing

any such change occurs, compliance with new laws and regulations may significantly affect the Company’s operations and cost of

doing business.

of Results of Operations

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We expect cost of revenue to continue to rise in proportion to the expected increase in revenue.

Operating Expenses

and administrative expenses

General and Administrative

and administrative expense consists primarily of salaries, bad debt expense, insurance expense, consultant fees, and professional fees

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intangibles consists of amortization of definite-lived intangible assets over their respective useful lives.

and Regulatory

Legal and Regulatory

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

and Development

Technology and Development

and development expense, net of capitalization, consists primarily of cost incurred in the design and development of DocGo’s proprietary

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Sales, Advertising

and Marketing

and Marketing Expenses

sales and marketing expenses consist of costs directly associated with our sales and marketing activities, which primarily include sales

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of Operations

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

Comparison of the three months ended June 30, 2022 and 2021

Three Months Ended

$ in Millions

Revenues, net

Cost of revenue

Cost of revenues

Operating expenses:

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Interest income (expense), net

Gain (loss) on remeasurement of warrant liabilities

Gain (loss) on initial equity method investment

Total other expense

Net income/(loss) before income tax

Income tax (expense) benefit

Gain on remeasurement of warrant liabilities

Gain (loss) on initial equity method investments

Gain on remeasurement of finance leases

Loss on disposal of fixed assets

Other income (loss)

Total other income (expense)

Net income (loss) before income tax benefit (expense)

Income tax expense

Net income (loss)

Net income (loss) attributable to Non-controlling interests

Net income (loss) attributable to the shareholders of DocGo Inc and Subsidiaries

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

recorded in the three months ended March 31, 2021.

Net loss attributable to noncontrolling interests

Net income (loss) attributable to stockholders of DocGo Inc.

and Subsidiaries

the three months ended June 30, 2022, total revenues were $109.5 million, an increase of $47.3 million, or 76%, from the total revenues

recorded in the three months ended June 30, 2021.

Transportation

For the three months ended

March 31, 2022, Transportation Services revenue totaled $27.8 million and increased by $8.8 million, or 46%, as compared with the three

months ended March 31, 2021.

This increase was due to increases in both transportation trip volumes and the average price per trip.

increased by approximately 5%, from 46,012 trips for the three months ended March 31, 2021, to 48,110 trips for the three months ended

March 31, 2022.

The increase in trip volumes is due to a combination of growth in the customer base in certain core markets and entry

into new markets in 2021.

Our average trip price increased from $283 in the three months ended March 31, 2021, to $353 in the three months

ended March 31, 2022.

The increase in the average trip price in the 2022 period reflects a shift in mix toward higher-priced transports,

as well as a shift in the customer (payer) mix towards higher-priced transports.

The average trip price also benefited from a 5.1% increase

in the average Medicare reimbursement rate for ambulance transports.

Transportation Services revenues were also driven higher in the first

quarter of 2022 by a 201% increase in revenues generated from programs under which DocGo is paid a daily or hourly “standby”

rate for the use of a fully staffed and equipped ambulance, which were driven by new customer acquisition and large new projects.

services do not factor in the trip counts or average trip prices mentioned above.

For the three months ended

March 31, 2022, Mobile Health revenue totaled $90.1 million, an increase of $59.4 million, or 194%, as compared with the three months

ended March 31, 2021.

This significant increase was mainly due to the expansion of the services offered by this segment, particularly

with respect to COVID-19 related testing and vaccination and other healthcare services revenues included in the Mobile Health segment.

This expansion accelerated through 2021 and into 2022 as the Company increased its customer base and geographic reach, while extending

several large customer contracts and introducing a broader range of services.

For the three months ended

March 31, 2022, total cost of revenue (exclusive of depreciation and amortization) increased by 117%, as compared to the three months

ended March 31, 2021, while revenue increased by approximately 137%.

Cost of revenue as a percentage of revenue decreased to 66.2% in

the first quarter of 2022 from 72.2% in the first quarter of 2021.

In absolute dollar terms,

total cost of revenue in the three months ended March 31, 2022 increased by $42.1 million from the levels of the three months ended March

This was primarily attributable to an $11.7 million increase in total compensation, reflecting higher headcount for both the

Transportation Services and Mobile Health segments;

a $22.6 million increase in subcontracted labor, driven mostly by the Mobile Health

segment, where revenue increases outpaced the Company’s ability to service such revenue solely with internal resources, temporarily

causing the Company to rely increasingly on subcontracted labor;

a $6.5 million increase in medical supplies, due to the purchase of COVID-19

test kits and the need for increased personal protective equipment (PPE) and related supplies, and the increased cost thereof as a result

of increased demand during the pandemic;

and a $3.2 million increase in vehicle costs, driven by a continued increase in the Company’s

vehicle fleet and higher fuel and maintenance costs;

and a $2.4 million increase in facilities and other costs of sales, relating to the

Company’s increased scale and geographic presence.

These items were partially offset by a $4.2 million decrease in lab fees related

to COVID-19 testing activity, reflecting lower per-test lab fees, and a shift toward rapid tests.

For the Transportation Services

segment, cost of revenues (exclusive of depreciation and amortization) in the three months ended March 31, 2022 amounted to $21.5 million,

up $6.8 million, or 46%, from the three months ended March 31, 2021.

Cost of revenues as a percentage of revenues was unchanged at 77.3%

in both periods, as the impact of higher per-trip prices, increased number of standby contracts (for which we are paid a daily or hourly

rate) and the overall increase in revenue was offset by the impact of higher hourly wages in certain markets and increased overtime for

field employees, and increased fuel costs, as described above.

For the Mobile Health segment,

cost of revenues (exclusive of depreciation and amortization) in the three months ended March 31, 2022 amounted to $56.5 million up 167%

from $21.2 million in the three months ended March 31, 2021.

Cost of revenues as a percentage of revenues decreased to 62.7% from 69.0%,

due to the increase in revenues, lower average per-test lab fees and the increased number of higher-margin, hourly-based programs in the

first quarter of 2022, which outweighed the increased use of higher cost subcontracted labor and significant increases in medical and

general supply costs, as described above.

For the three months ended June 30, 2022, Transportation

Services revenue totaled $22.2 million and decreased by $6.7 million, or 23%, as compared with the three months ended June 30, 2021.

decrease in total transportation services revenue reflected a decline in project-based “standby” revenue, as these projects,

which involved emergency deployments for different municipal entities and which began during the first half of 2021, gradually wound down

during the second half of 2021.

Emergency deployment revenue amounted to $2.0 million in the three months ended June 30, 2022, compared

to $10.2 million in the same period in 2021.

Excluding these revenues from both periods, core Transportation Services revenue increased

by approximately 8% during the three months ended June 30, 2022, when compared with the three months ended June 30, 2021.

This increase

was due to increases in both transportation trip volumes and the average price per trip.

Volumes increased by approximately 5%, from 45,592

trips for the three months ended June 30, 2021, to 47,673 trips for the three months ended June 30, 2022.

The increase in trip volumes

is due to a combination of growth in the customer base in certain core markets and entry into new markets in 2021 and early 2022.

average trip price increased from $305 in the three months ended June 30, 2021, to $360 in the three months ended June 30, 2022.

in the average trip price in 2022 reflected a shift in mix toward higher-priced transports, as well as a shift in the customer (payer)

mix towards higher-priced transports.

The average trip price also benefited from a 5.1% increase in the average Medicare reimbursement

rate for ambulance transports.

Transportation Services revenues were also driven higher in the second quarter of 2022 by a $0.4 million

increase in revenues generated from programs under which the Company is paid a daily or hourly rate for the use of a fully staffed and

equipped ambulance.

These services do not factor in the trip counts or average trip prices mentioned above.

the three months ended June 30, 2022, Mobile Health revenue totaled $87.3 million, an increase of $54.1 million, or 163%, as compared

with the three months ended June 30, 2021.

This significant increase was mainly due to the expansion of the services offered by this

segment, particularly with respect to COVID-19 related testing and vaccination and other healthcare services revenues included in the

Mobile Health segment.

This expansion accelerated through 2021 and into 2022 as the Company increased its customer base, primarily in

the municipal and cruise line customer segments, and its geographic reach, while extending several large customer contracts and introducing

a broader range of services.

the three months ended June 30, 2022, total cost of revenue (exclusive of depreciation and amortization) increased by 71%, as compared

to the three months ended June 30, 2021, while revenue increased by approximately 76%.

Cost of revenue as a percentage of revenue decreased

to 64.1% in the second quarter of 2022 from 66.0% in the second quarter of 2021.

In absolute dollar terms, total cost of revenue

in the three months ended June 30, 2022 increased by $29.2 million, compared to the same period in 2021.

This was primarily attributable

to a $17.7 million increase in total compensation, due to higher headcount for both the Transportation Services and Mobile Health segments;

a $9.0 million increase in subcontracted labor, driven mostly by the Mobile Health segment, where revenue increases outpaced the Company’s

ability to service such revenue solely with internal resources, temporarily causing the Company to rely increasingly on subcontracted

a $1.9 million increase in medical supplies, due to the purchase of COVID-19 test kits and the need for increased personal protective

equipment (“PPE”) and related supplies, a $1.7 million increase in vehicle costs, driven by a continued increase in the Company’s

vehicle fleet and higher fuel and maintenance costs, as well as costs incurred to rent vehicles to provide Mobile Health services;

million increase in travel costs, relating to field personnel and other clinicians who traveled out of their home regions to provide Mobile

Health services;

a $0.4 million increase in facilities and related costs;

and an approximately $1.1 million in increases across a variety

of other cost of revenue categories relating to the Company’s increased scale and geographic presence.

These items were partially

offset by a $5.0 million decrease in lab fees related to COVID-19 testing activity, reflecting lower per-test lab fees and a shift toward

For the Transportation Services segment, cost

of revenues (exclusive of depreciation and amortization) in the three months ended June 30, 2022 amounted to $17.7 million, up $0.4 million,

or 2.3%, from the three months ended June 30, 2021.

Cost of revenues as a percentage of revenues increased to 80% from 60% in prior year

quarter, due to the decline in higher-margin, project-based standby revenue, combined with the impact of higher hourly wages in certain

markets and increased overtime for field employees, and increased fuel costs, as described above.

For the Mobile Health segment, cost of revenues

(exclusive of depreciation and amortization) in the three months ended June 30, 2022 amounted to $52.5 million up 120% from $23.9 million

in the three months ended June 30, 2021.

Cost of revenues as a percentage of revenues decreased to 60.1% from 72.0%, due to the increase

in revenues, lower average per-test lab fees and the continued shift away from higher-cost subcontracted labor toward Company personnel

in the first half of 2022, which outweighed significant increases in medical and general supply costs, as described above.

Operating Expenses

For the three months ended

March 31, 2022, the Company recorded $29.8 million of operating expenses compared to $15.7 million for the three months ended March 31,

2021, an increase of 90%.

As a percentage of revenue, operating expenses declined from 31.6% in the first quarter of 2021 to 25.3% in

the first quarter of 2022, due primarily to the significant increase in overall revenues described above, coupled with the semi-fixed

nature cost of the corporate infrastructure.

The increase of $14.1 million related primarily to a $10.4 million increase in payroll due

to investments in and expansion of corporate infrastructure to support the revenue growth;

a $0.5 million increase in sales and marketing

cost, driven by higher sales commissions and increased marketing activity arising from the expansion of the Mobile Health segment;

million increase in travel and entertainment expenses, reflecting both the growth of the overall employee base, as well as increased business

development related activities for both the Transportation Services and Mobile Health segments;

For the three months ended June 30, 2022, the

Company recorded $31.8 million of operating expenses compared to $20.9 million for the three months ended June 30, 2021, an increase of

As a percentage of revenue, operating expenses declined from 33.6% in the second quarter of 2021 to 29.0% in the second quarter of

2022, due primarily to the significant increase in overall revenues described above, coupled with the semi-fixed nature of the cost of

corporate infrastructure.

The increase of $10.9 million related primarily to a $5.3 million increase in payroll due to investments in

and expansion of corporate infrastructure to support revenue growth;

a $2.8 million increase in legal, accounting and other professional

fees related to increased revenue and related contract generation, directors and officers’ insurance and SEC filing-related costs;

a $0.9 increase in subcontractor costs, reflecting the Company’s increasing administrative needs;

a $0.1 million increase in depreciation

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a $0.3 million increase

in legal, accounting and other professional fees related to increased revenue and related contract generation, Directors and Officers

insurance and SEC filing-related costs;

a $0.5 million increase in office-related expenses, owing to the Company’s ongoing growth

and geographic expansion;

a $0.5 million increase in IT infrastructure, driven by the Company’s business and headcount expansion;

a $0.5 million increase in bad debt expense, in line with the increase in overall revenues during the period.

These were partially offset

by a $0.7 million net decline in insurance expenses, reflecting the Company’s new captive insurance program for automobile and workers

compensation insurance.

For the Transportation Services

segment, operating expenses in the three months ended March 31, 2022 were $15.6 million, up $7.0 million, or 82%, from the three months

ended March 31, 2021.

Operating expenses as a percentage of revenues increased to 56.1% from 45.2% in the prior year period, despite the

increase in Transportation Services revenues, due to a significant increase in corporate infrastructure, all of which is allocated to

the Transportation Services segment.

The increased operating expenses, in dollar terms, in the three months ended March 31, 2022 primarily

reflected higher costs for payroll, travel and entertainment, professional fees and depreciation, as described above.

in office-related expenses, due to the Company’s ongoing growth and geographic expansion;

a $0.3 million increase in IT infrastructure,

driven by the Company’s business and headcount expansion;

a $0.1 million increase in bad debt expense;

and a $1.1 million increase

across various other operating expense categories, driven primarily by the Company’s ongoing growth.

For the Transportation Services segment, operating

expenses in the three months ended June 30, 2022 were $23.9 million, up $12.0 million, or 101%, from the three months ended June 30, 2021.

Operating expenses as a percentage of revenues increased to 107.7% from 41.2% for the three months ended June 30, 2021, due primarily

to a significant increase in corporate infrastructure, all of which is allocated to the Transportation Services segment.

The increased

operating expenses, in dollar terms, in the three and six months ended June 30, 2022, primarily reflected higher costs for payroll, travel

and entertainment, professional fees and depreciation, as described above.

For the Mobile Health segment, operating expenses in the three months

ended March 31, 2022 were $14.2 million, compared to operating expenses of $7.1 million in the three months ended March 31, 2021.

expenses as a percentage of revenues decreased to 15.7% from 23.1% in 2020, despite significant expenditures made in the expansion of

services and geographic areas of operation, as well as the buildout of the Mobile Health management infrastructure throughout 2021 and

the early part of 2022, due to the faster rate of increase in Mobile Health revenues.

The increased operating expenses, in dollar terms,

in 2021 were primarily driven by higher costs for payroll, subcontracted labor costs, travel and entertainment, marketing and IT infrastructure, and facilities costs, as described above.

Income/(Expense), Net

For the three months ended

March 31, 2022, the Company recorded $135,606 of net interest expense compared to $115,009 of interest expense in the three months ended

March 31, 2021.

The increase in net interest expense in the current period reflects an increase in payments made for leased vehicles,

as the Company’s fleet expanded.

This outweighed the impact of higher interest income in the 2022 period, resulting from an increase

in the Company’s cash balances in income-bearing accounts.

ended June 30, 2022 were $7.9 million, down 6.0% from operating expenses of $8.4 million in the three months ended June 30, 2021.

expenses as a percentage of revenues decreased to 9.1% from 25.3% in the second quarter of 2021, reflecting the rapid rate of increase

in Mobile Health revenues.

Significant expenditures were made in both periods in the expansion of services and geographic areas of operation,

as well as the buildout of the Mobile Health management infrastructure.

The prior year’s quarter featured significant start-up costs

for projects that began to generate revenues during the second half of 2021 and into 2022.

Interest Income/(Expense), Net

For the three months ended June 30, 2022, the

Company recorded $98,276 of net interest income compared to $130,129 of net interest expense in the three months ended June 30, 2021.

This was due to a significantly higher amount of interest earned in the second quarter of 2022, resulting from an increase in the Company’s

cash balances in income-bearing accounts, coupled with higher rates of interest earned on balances in these accounts.

Gain/(loss) on Remeasurement of Warrant Liabilities

During the three months ended

March 31, 2022, the Company recorded a loss of $58,749 from the remeasurement of warrant liabilities, The warrants are marked-to-market

in each reporting period, and this gain reflects the decline in DocGo’s stock price relative to the beginning of the period.

gain or loss was recorded in relation to the remeasurement of warrant liabilities in the first quarter of 2021.

During the three months ended June 30, 2022, the

Company recorded a gain of approximately $3.0 million from the remeasurement of warrant liabilities.

The warrants are marked-to-market

in each reporting period, and this gain reflected the decline in DocGo’s stock price relative to the beginning of the period.

gain or loss was recorded in relation to the remeasurement of warrant liabilities in the same period in 2021.

Gain/(Loss) on Equity Method Investment

During the three months ended

March 31, 2022, the Company recorded a loss of $83,341 representing its share of the losses incurred by an entity in which the Company

has a minority interest, which is accounted for under the equity method.

This investment was made in the second half of 2021, and as such,

no gain or loss was recorded in relation to an equity method investment in the first quarter of 2021.

During the three months ended June 30, 2022, the

Company recorded a gain of $89,810, representing its share of the losses incurred by an entity in which the Company has a minority interest,

which is accounted for under the equity method.

This investment was made in the second half of 2021, and as such, no gain or loss was

recorded in relation to an equity method investment in the same period in 2021.

Gain/(loss) from Remeasurement of Finance

During the three months ended June 30, 2022, the

Company recorded a gain of approximately $1.4 million, resulting from a change in estimated remaining liabilities under the terms of its

No such gain or loss was recorded in the same period in 2021.

Income Tax (Expense)/Benefit

During the three months ended

March 31, 2022, the Company recorded income tax expense of $0.4 million, compared to an income tax expense of $10,029 in the three months

ended March 31, 2021.

The increase in income tax expense resulted from the higher level of pretax income as well as state income taxes

in jurisdictions the Company entered during the past year.

Noncontrolling

For the three months ended

March 31, 2022, the Company had a net loss attributable to noncontrolling interest of approximately $1.3 million, compared to a net loss

attributable to noncontrolling interest of $0.3 million for the three months ended March 31, 2021.

The increased loss reflected ongoing

investments in new markets that were entered into during 2021.

June 30, 2022, the Company recorded income tax expense of $321,660, compared to an income tax benefit of $1,107 in the three months ended

June 30, 2021.

The increase in income tax expense resulted from the higher level of pretax income as well as state income taxes in jurisdictions

the Company entered during the past year.

Noncontrolling Interest

For the three months ended June 30, 2022, the

Company had a net loss attributable to noncontrolling interest of approximately $1.0 million, compared to a net gain attributable to noncontrolling

interest of $1.7 million for the three months ended June 30, 2021.

The loss reflected ongoing investments in new markets that were entered

into during 2021 and the first quarter of 2022.

Comparison of the

six months ended June 30, 2022 and 2021

Six Months Ended

$ in Millions

Cost of revenues

Operating expenses:

General and administrative

Depreciation and amortization

Legal and regulatory

Technology and development

Sales, advertising and marketing

Total expenses

Income (loss) from operations

Other income (expenses):

Interest income (expense), net

Gain on remeasurement of warrant liabilities

Gain (loss) on initial equity method investments

Gain on remeasurement of finance leases

Loss on disposal of fixed assets

Other income (loss)

Total other income (expense)

Net income (loss) before income tax benefit (expense)

Income tax expense

Net income (loss)

Net loss attributable to noncontrolling interests

Net income (loss) attributable to stockholders of DocGo Inc.

and Subsidiaries

For the six months ended June 30, 2022,

total revenues were $227.4 million, an increase of $115.8 million, or 104%, from the total revenues recorded in the six months ended June

Transportation Services

For the six months ended June 30, 2022,

Transportation Services revenue totaled $50.0 million, an increase of $2.3 million, or 4.8%, as compared with the six months ended

June 30, 2021.

This increase was due to a rise in both transportation trip volumes and the average price per trip.

Volumes increased

by approximately 5%, from 91,604 trips for the six months ended June 30, 2021, to 96,260 trips for the six months ended June 30,

The increase in trip volumes is due to a combination of growth in the customer base in certain core markets and entry into new

markets in 2021 and early 2022.

Average trip price increased from $294 in the six months ended June 30, 2021, to $357 the six months

ended June 30, 2022.

The increase in the average trip price in the 2022 period was due to a shift in mix toward higher-priced

transports, as well as a shift in the customer (payer) mix towards higher-priced transports.

The average trip price also benefited

from a 5.1% increase in the average Medicare reimbursement rate for ambulance transports.

The increase in trip-based Transportation

Services revenues were largely offset by a decline in project-based “standby” revenue, as these projects, which involved

emergency deployments for different municipal entities and which began during the first half of 2021, gradually wound down during

the second quarter of 2022.

Emergency deployment revenue amounted to $10.3 million in the six months ended June 30, 2022, compared

to $12.3 million in the first six months of 2021.

Excluding these revenues from both periods, core Transportation Services revenue

increased by approximately 12.1% in the six months ended June 30, 2022, when compared with the six months ended June 30, 2021.

Transportation Services revenues were also driven higher in the first six months of 2022 by a $1.5 million increase in revenues

generated from programs under which the Company is paid a daily or hourly rate for the use of a fully staffed and equipped

These services do not factor in the trip counts or average trip prices mentioned above.

Mobile Health

For the six months ended June 30, 2022, Mobile

Health revenue totaled $177.4 million, an increase of $113.5 million, or 178%, as compared with the six months ended June 30, 2021.

significant increase was mainly due to the expansion of the services offered by this segment, particularly with respect to COVID-19 related

testing and vaccination and other healthcare services revenues included in the Mobile Health segment.

This expansion accelerated through

2021 and into 2022 as the Company increased its customer base and geographic reach, while extending several large customer contracts and

introducing a broader range of services.

Cost of Revenue

For the six months ended June

30, 2022, total cost of revenue (exclusive of depreciation and amortization) increased by 93% as compared to the six months ended June

30, 2021, while revenue increased by approximately 104%.

Cost of revenue as a percentage of revenue decreased to 65.2% in the first six

months of 2022 from 68.9% in the first six months of 2021.

In absolute dollar terms, total cost of revenue

in the six months ended June 30, 2022 increased by $71.3 million from the prior year period.

This was primarily attributable to an $29.8

million increase in total compensation, reflecting higher headcount for both the Transportation Services and Mobile Health segments;

$31.6 million increase in subcontracted labor, driven mostly by the Mobile Health segment, where revenue increases outpaced the Company’s

ability to service such revenue solely with internal resources, temporarily causing the Company to rely increasingly on subcontracted

a $8.4 million increase in medical supplies, due to the purchase of COVID-19 test kits and the need for increased PPE and related

supplies, and the increased cost thereof as a result of increased demand during the pandemic;

a $4.8 million increase in vehicle costs,

driven by a continued increase in the Company’s vehicle fleet and higher fuel and maintenance costs;

a $0.6 million increase in

facilities and related expenses, due to the Company’s geographic expansion;

a $0.2 million increase in communications costs, driven

by the increased number of Company employees operating in the field;

a $2.4 million increase in travel expenses, relating to field personnel

and other clinicians who traveled out of their home regions to provide Mobile Health services;

a $2.3 million increase in insurance expenses,

reflecting an increase in loss reserves, commensurate with the increase in the Company’s business, headcount and vehicle fleet;

and an increase of $0.6 million distributed among a variety of other cost of revenue items.

These items were partially offset by a $9.4

million decrease in lab fees related to COVID-19 testing activity, reflecting lower per-test lab fees, and a shift toward rapid tests.

For the Transportation Services segment, cost

of revenues (exclusive of depreciation and amortization) in the six months ended June 30, 2022 amounted to $ 39.2 million, up $7.2 million,

or 22.5%, from the six months ended June 30, 2021.

Cost of revenues as a percentage of revenues increased to 78.4% in the first six months

of 2022 from 67.1% in the prior year period, due to the decline in higher-margin, project-based standby revenue, combined with the impact

of higher hourly wages in certain markets and increased overtime for field employees, and increased fuel costs, as described above.

For the Mobile Health segment, cost of revenues

(exclusive of depreciation and amortization) in the six months ended June 30, 2022 amounted to $109.0 million, up 142%, from $ 45.1 million

in the six months ended June 30, 2021.

Cost of revenues as a percentage of revenues decreased to 61.4% from 70.6%, due to the increase

in revenues, lower average per-test lab fees and the increased number of higher-margin, hourly-based programs in the first half of 2022,

which outweighed the increased use of higher cost subcontracted labor and significant increases in medical and general supply costs, as

described above.

Operating Expenses

For the six months ended June 30, 2022, the Company recorded $61.7

million of operating expenses compared to $36.3 million for the six months ended June 30, 2021, an increase of 70.0%.

As a percentage

of revenue, operating expenses decreased from 32.5% in the first six months of 2021 to 27.1% in the first six months 2022, due primarily

to the significant increase in overall revenues described above, coupled with the semi-fixed nature of the cost of corporate infrastructure.

The increase of $25.3 million related primarily to a $15.2 million increase in payroll due to investments in and expansion of corporate

infrastructure to support the revenue growth;

a $0.4 million increase in travel and entertainment expenses, reflecting both the growth

of the overall employee base, as well as increased business development related activities for both the Transportation Services and Mobile

Health segments;

a $0.7 million increase in depreciation and amortization due to an increase in assets to support revenue growth and capitalized

software amortization;

a $3.9 million increase in legal, accounting and other professional fees related to increased revenue and related

contract generation, directors and officers’ insurance and SEC filing-related costs;

a $0.9 million increase in office-related expenses,

owing to the Company’s ongoing growth and geographic expansion;

a $0.9 million increase in IT infrastructure, driven by the Company’s

business and headcount expansion;

a $0.3 million increase in marketing expenses, primarily owing to the ongoing expansion of Mobile Health

a $0.6 million increase in bad debt expense, in line with the increase in overall revenues during the period;

a $1.1 million

increase in subcontractor expenses, in line with the expanding administrative needs of the Company;

and approximately $1.3 million in

other increases spread across a variety of other operating expense lines.

For the Transportation Services segment, operating expenses in the

six months ended June 30, 2022 were $39.6 million, up $19.1 million, or 92.6%, from the six months ended June 30, 2021.

Operating expenses

as a percentage of revenues increased to 79.1% from 43.1% for the six months ended June 30, 2021, despite the increase in Transportation

Services revenues, due to a significant increase in corporate infrastructure, all of which is allocated to the Transportation Services

The increased operating expenses, in dollar terms, in the six months ended June 30, 2022 primarily reflected higher costs for

payroll, travel and entertainment, professional fees and depreciation, as described above.

For the Mobile Health segment, operating

expenses in the six months ended June 30, 2022 were $22.1 million, up 42.5%, from operating expenses of $15.5 million in the six

months ended June 30, 2021.

Operating expenses as a percentage of revenues decreased to 12.4% from 24.2% in the first half of 2021,

despite significant expenditures made in the expansion of services and geographic areas of operation, as well as the buildout of the

Mobile Health management infrastructure throughout 2021 and the early part of 2022, due to the faster rate of increase in Mobile

Health revenues.

The increased operating expenses, in dollar terms, in 2021 were primarily driven by higher costs for payroll,

subcontracted labor costs, travel and entertainment, marketing and IT infrastructure, and facilities costs, as described above.

six months ended June 30, 2021 featured significant start-up costs for projects that began to generate revenues during the second

half of 2021 and into 2022.

Interest Income/(Expense), Net

For the six months ended June 30, 2022, the Company recorded $37,330

of net interest expense compared to $245,138 of net interest expense in the six months ended June 30, 2021.

The decline in net interest

expense was due to a significantly higher amount of interest earned in the first six months of 2022, resulting from an increase in the

Company’s cash balances in income-bearing accounts, coupled with higher rates of interest earned on balances in these accounts.

This was partially offset by an increase in payments made for leased vehicles, as the Company’s fleet expanded.

Gain/(loss) on Remeasurement of Warrant Liabilities

During the six months ended June 30, 2022, the Company recorded a gain

of approximately $3.0 million from the remeasurement of warrant liabilities.

The warrants are marked-to-market in each reporting period,

and this gain was due to the decline in DocGo’s stock price relative to the beginning of the period.

No gain or loss was recorded

in relation to the remeasurement of warrant liabilities in the prior year period.

Gain/(loss) from Remeasurement of Finance

During the six months ended June 30, 2022, the

Company recorded a gain of approximately $1.4 million, resulting from a change in estimated remaining liabilities under the terms of its

No such gain or loss was recorded in the prior year period.

Income Tax (Expense)/Benefit

During the six months ended

June 30, 2022, the Company recorded income tax expense of $761,839, compared to an income tax expense of $8,923 in the six months ended

June 30, 2021.

The increase in income tax expense resulted from the higher level of pretax income as well as state income taxes in jurisdictions

the Company entered during the past year.

Noncontrolling Interest

For the six months ended June 30, 2022, the Company had net loss attributable

to noncontrolling interest of approximately $ 2.2 million, compared to a net gain attributable to noncontrolling interest of $1.4 million

for the six months ended June 30, 2021.

The loss in the first six months of 2022 reflected ongoing investments in new markets that were

entered into during 2021 and early 2022.

Liquidity and Capital Resources

8 unchanged sentences

million, net of transaction expenses.

Although the Company generated positive net income in the three months ended March 31, 2022, operating

cash flows may not be sufficient to meet immediate obligations arising from current operations.

For example, as the business has grown,

the Company’s expenditures for human capital and supplies has expanded accordingly, and the timing of the payments for payroll and

to associated vendors, compared to the timing of receipts of cash from customers frequently results in the Company using existing cash

balances to fund these working capital needs.

Although the Company generated positive net income in the three and six months ended June 30, 2022,

operating cash flows may not be sufficient to meet immediate obligations arising from current operations.

For example, as the business

has grown, the Company’s expenditures for human capital and supplies has expanded accordingly, and the timing of the payments for

payroll and to associated vendors, compared to the timing of receipts of cash from customers frequently results in the Company using existing

cash balances to fund these working capital needs.

The Company’s working capital needs depend on many factors, including the overall

14 unchanged sentences

be sufficient to satisfy operating requirements for at least the next twelve months.

as of March 31, 2022 and March 31, 2021

Three Months Ended

Capital Resources

Comparison as of June 30, 2022 and 2021

As of June 30,

$ in Millions

3 unchanged sentences

Total working capital

As of March 31, 2022, available

cash totaled $188.4 million, which represented an increase of $160.2 million as compared to March 31, 2021, reflecting the receipt of

the proceeds from the merger described above, as well as positive cash flow.

As of March 31, 2022, working capital amounted to $207.2

million, which represented an increase of $175.5 million as compared to March 31, 2021, primarily reflecting the increased cash balance.

Increased accounts receivable, reflecting the growth of the business in 2021 and the early part of 2022, were partially offset by increases

in current liabilities, which reflected the growth of the business and resulted from extended payment terms from vendors.

months ended March 31, 2022 and 2021

Three Months Ended

As of June 30, 2022, available

cash totaled $198.1 million, which represented an increase of $165.0 million as compared to June 30, 2021, reflecting the receipt of the

proceeds from the merger described above, as well as positive cash flow.

As of June 30, 2022, working capital amounted to $217.8 million,

which represented an increase of $186.8 million as compared to June 30, 2021, primarily reflecting the increased cash balance.

accounts receivable, reflecting the growth of the business in the second half of 2021 and the first half of 2022, were partially offset

by increases in current liabilities, which reflected the growth of the business and resulted from extended payment terms from vendors.

Six months ended June 30, 2022 and 2021

As of June 30,

$ in Millions

6 unchanged sentences

Operating Activities

During the three months ended

March 31, 2022, operating activities provided $18.2 million of cash, aided by net income of $9.4 million.

Non-cash charges amounted to

$4.8 million and included $1.6 million in depreciation of property and equipment and right-of-use assets, $0.6 million from amortization

of intangible assets, $1.2 million in bad debt expense primarily related to a provision for potential uncollectible accounts receivable

and $1.4 million of stock compensation expense.

Changes in assets and liabilities resulted in approximately $4.1 million in additional

operating cash flow, as a $1.1 million decrease in accounts receivable, a $2.2 million decrease in other assets and a $3.1 increase in

accrued liabilities outweighed the effect of a $1.5 million increase in prepaid expenses and a $0.7 million decline in accounts payable.

Operating cash flow in the first quarter of 2022 was aided by collections of large accounts receivable from invoices generated in the

fourth quarter of 2021.

During the three months ended

March 31, 2021, operating activities used $1.4 million of cash and primarily resulted from a net loss of $2.0 million and changes in assets

During the six months ended June 30, 2022, operating activities provided

$30.2 million of cash, aided by net income of $21.1 million.

Non-cash charges amounted to $5.1 million and included $3.0 million in depreciation

of property and equipment and right-of-use assets, $1.3 million from amortization of intangible assets, $1.8 million in bad debt expense

primarily related to a provision for potential uncollectible accounts receivable and $3.4 million of stock compensation expense.

were partially offset by non-cash gains of $1.4 million relating to the remeasurement of finance lease liabilities and $3.0 million from

the remeasurement of warrant liabilities.

Changes in assets and liabilities resulted in approximately $3.9 million in additional operating

cash flow, as a $4.3 million decrease in accounts receivable, a $2.1 million decrease in other assets and a $3.6 million increase in accrued

liabilities outweighed the effect of a $3.2 million increase in prepaid expenses and a $2.9 million decline in accounts payable.

cash flow in the first half of 2022 was aided by collections of large accounts receivable from invoices generated in the fourth quarter

During the six months ended

June 30, 2021, operating activities used $1.1 million of cash and primarily resulted from a net loss of $1.9 million and changes in assets

and liabilities, which were partially offset by non-cash charges of $5.5 million.

4 unchanged sentences

by a $17.4 million increase in accounts receivable and a $2.4 million increase in prepaid expenses and other current assets, which were

partially offset by a $6.2 million increase in combined accounts payable and accrued expenses.

partially offset by a $2.8 million increase in accounts payable and a $12.2 million increase in accrued expenses.

Investing Activities

During the three months ended

March 31, 2022, investing activities used $1.1 million of cash and primarily consisted of the acquisition of property and equipment totaling

During the six months ended

June 30, 2022, investing activities used $2.0 million of cash and consisted of the acquisition of property and equipment totaling approximately

$1.0 million and the acquisition of intangibles in the amount of $1.0 million to support the ongoing growth of the business.

During the three months ended

March 31, 2021, investing activities used $1.3 million of cash and primarily consisted of the acquisition of property and equipment totaling

During the six months ended

June 30, 2021, investing activities used $3.6 million of cash and primarily consisted of the acquisition of property and equipment totaling

$2.6 million and the acquisition of intangibles in the amount of $1.0 million to support growth of new transportation and mobile health

Financing Activities

During the three months ended

March 31, 2022, financing activities provided $2.5 million of cash, due to $1.0 million in proceeds from the Company’s revolving

During the six months ended June 30, 2022, financing

activities provided $1.1 million of cash, due to $1.0 million in proceeds from one of the Company’s subsidiary’s revolving

credit line, $2.1 million in non-controlling interest contributions and $0.7 million in proceeds from the exercise of stock options, which

were partly offset by $1.4 million in payments on obligations under the terms of finance leases, $0.3 million in repayments of notes payable,

a reduction of $0.2 million in amounts due to seller and a $0.1 million of equity cost.

the three months ended March 31, 2021, financing activities used $0.5 million of cash, as noncontrolling interest contributions were

outweighed by repayments made on notes payable and finance leases.

a reduction of $0.9 million in amounts due to seller and $0.1 million in equity costs.

During the six months ended June 30, 2021, financing

activities provided $7.1 million of cash, including $8.0 million in proceeds from the Company’s revolving credit line and $0.3 million

in non-controlling interest contributions.

These were partially offset by $0.9 million in payments on obligations under the terms of finance

leases and $0.3 in repayments of notes payable.

Future minimum annual maturities

of notes payable as of March 31, 2022 are as follows:

Notes Payable

of notes payable as of the six months ended June 30, 2022 are as follows:

2022, remaining

2027 and thereafter

Total maturities

2 unchanged sentences

Future minimum lease payments

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

Operating Leases

under operating leases as of the six months ended June 30, 2022, and for the following five fiscal years and thereafter are as follows:

2022, remaining

2027 and thereafter

3 unchanged sentences

Future minimum lease payments

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

Finance Leases

under finance leases as of the six months ended June 30, 2022, and for the following five fiscal years and thereafter are as follows:

2022, remaining

2027 and thereafter

2 unchanged sentences

Present value of future minimum lease payments

Accounting Policies

of Presentation

The Company’s Condensed

Consolidated Financial Statements are presented in conformity with accounting principles generally accepted in the United States of America

GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Condensed Consolidated Financial Statements include the accounts and operations of the Company and its wholly owned subsidiaries.

intercompany accounts and transactions are eliminated upon consolidation.

Noncontrolling interests (“NCI”) on the Condensed

Consolidated Financial Statements represent the portion of consolidated joint ventures and a variable interest entity in which the Company

does not have direct equity ownership.

Accounts and transactions between consolidated entities have been eliminated.

to the Business Combination, the merger between Motion and Ambulnz, Inc.

was accounted for as a reverse recapitalization in accordance

GAAP (the “Reverse Recapitalization”).

Under this method of accounting, Motion was treated as the “acquired”

company for financial reporting purposes.

Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent

of Ambulnz, Inc.

stock for the net assets of Motion, accompanied by a recapitalization.

The net assets of Motion are stated at historical

cost, with no goodwill or other intangible assets recorded.

The consolidated assets, liabilities and results of operations prior to the

Reverse Recapitalization are those of Ambulnz, Inc.

The shares and corresponding capital amounts and earnings per share available for

common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio (645.1452

to 1) established in the Business Combination.

Further, Ambulnz, Inc.

was determined to be the accounting acquirer in the transaction,

as such, the acquisition is considered a business combination under Accounting Standards Codification (“ASC”), Topic 805,

Business Combinations, (“ASC 805”) and was accounted for using the acquisition method of accounting.

of Consolidation

The Company’s Condensed

Consolidated Financial Statements include the accounts of DocGo Inc and its subsidiaries.

All significant intercompany transactions and

balances have been eliminated in these Condensed Consolidated Financial Statements.

The Company holds a variable interest in MD1 Medical Care P.C.

which contracts with physicians and other health professionals in order to provide services to the Company.

MD1 is considered a variable

interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated

financial support.

An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that

is, it has (1) the power to direct the activities of a VIE that most significantly impacts the VIE’s economic performance (power)

and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits

from the VIE that potentially could be significant to the VIE (benefits).

The Company has the power and rights to control all activities

of MD1 and funds and absorbs all losses of the VIE and appropriately consolidates MD1.

loss for the VIE was $85,379 as of March 31, 2022.

The VIE’s total assets, all of which were current, amounted to $509,769

on March 31, 2022.

Total liabilities, all of which were current for the VIE, was $1,020,254 on March 31, 2022.

total stockholders’ deficit was $510,485 on March 31, 2022.

Company accounts for its business combinations under the provisions of ASC 805-10, Business Combinations (“ASC 805-10”),

which requires that the acquisition method of accounting be used for all business combinations.

Assets acquired and liabilities assumed,

including NCI, are recorded at the date of acquisition at their respective fair values.

ASC 805-10 also specifies criteria that intangible

assets acquired in a business combination must meet to be recognized and reported apart from goodwill.

represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination.

If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at

the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement-period adjustments.

in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows:

1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement

is accounted for within equity, or 2) if the contingent consideration is classified as a liability, the changes in fair value are recognized

For transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain

The Company capitalizes acquisition-related costs and fees associated with asset acquisitions and immediately expenses acquisition-related

costs and fees associated with business combinations.

estimated fair value of net assets to be acquired, including the allocation of the fair value to identifiable assets and liabilities,

is determined using established valuation techniques.

Management uses assumptions on the basis of historical knowledge of the business

and projected financial information of the target.

These assumptions may vary based on future events, perceptions of different market

participants and other factors outside the control of management, and such variations may be significant to estimated values.

and Indefinite-Lived Intangible Assets

represents the excess of the purchase price of an acquired business over the fair value of amounts assigned to assets acquired and liabilities

Goodwill and indefinite-lived intangible assets, consisting primarily of operating licenses, are not amortized, but are evaluated

for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may

not be recoverable.

In assessing the recoverability of goodwill and indefinite-lived intangible assets, the Company makes assumptions

regarding the estimated future cash flows, including forecasted revenue growth, projected gross margin and the discount rate to determine

the fair value of these assets.

If these estimates or their related assumptions change in the future, the Company may be required to

record impairment charges against these assets in the reporting period in which the impairment is determined.

Company tests goodwill for impairment at the reporting unit level, which is one level below the operating segment.

The Company has the

option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the one-step

quantitative assessment.

If as a result of the qualitative assessment, it is more-likely-than-not that the fair value of a reporting

unit is less than its carrying amount, a quantitative impairment test will be required.

Otherwise, no further testing will be required.

If a quantitative impairment test is performed, the Company compares the fair values of the applicable reporting units with their aggregate

carrying values, including goodwill.

Estimating the fair value of the reporting units requires significant judgment by management.

the carrying amount of a reporting unit exceeds the fair value of the reporting unit, goodwill impairment is recognized.

excess in carrying value over the estimated fair value is recorded as impairment loss and charged to the results of operations in the

period such determination is made.

For the periods ended December 31, 2021 and 2020, management determined that there was no impairment

loss required to be recognized in the carrying value of goodwill or other intangible assets.

The Company selected December 31 as

its annual testing date.

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

determine revenue recognition for contractual arrangements that the Company determines are within the scope of ASC 606, the Company performs

the following five steps:

(1) identify each contract with a customer;

(2) identify the performance obligations in the contract;

(3) determine

the transaction price;

(4) allocate the transaction price to performance obligations in the contract;

and (5) recognize revenue when

(or as) the relevant performance obligation is satisfied.

The Company only applies the five-step model to contracts when it is probable

that the Company will collect the consideration it is entitled to in exchange for the goods or services the Company provides to the customer.

Company generates revenues from the provision of (1) ambulance and medical transportation services (“Transportation Services”)

and (2) Mobile Health services.

The customer simultaneously receives and consumes the benefits provided by the Company as the performance

obligations are fulfilled, therefore the Company satisfies performance obligations immediately.

The Company has utilized the “right

to invoice” expedient which allows an entity to recognize revenue in the amount of consideration to which the entity has the right

to invoice when the amount that the Company has the right to invoice corresponds directly to the value transferred to the customer.

are recorded net of an estimated contractual allowances for claims subject to contracts with responsible paying entities.

estimates contractual allowances at the time of billing based on contractual terms, historical collections, or other arrangements.

transaction prices are fixed and determinable which includes a fixed base rate, fixed mileage rate and an evaluation of historical collections

by each payer.

taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an

asset and liability approach.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of

events that have been included in the financial statements or its tax returns.

Deferred tax assets and liabilities are determined based

on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year

in which the differences are expected to reverse.

Valuation allowances are provided, if based upon the weight of available evidence,

it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertain tax positions

in accordance with the provisions of ASC 740.

When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions

to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority.

The determination

as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as

consideration of the available facts and circumstances.

The Company recognizes any interest and penalties accrued related to unrecognized

tax benefits as income tax expense.

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

Share Repurchases

On May 24, 2022, the Board approved a share repurchase program to purchase

up to $40 million of the Company’s common stock (the “Program”).

The Program does not obligate the Company to acquire

any specific number of shares and will expire on November 24, 2023, and the Program may be suspended, extended, modified or discontinued

Under the Program, repurchases can be made using a variety of methods, which may include open market purchases, block trades,

privately negotiated transactions and/or a non-discretionary trading plan, all in compliance with the rules of the SEC and other applicable

legal requirements.

The timing, manner, price and amount of any common stock repurchases under the Program are determined by the Company

in its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions.

30, 2022, $39.5 million remained available for share repurchases pursuant to the Program.

The following table shows the share repurchase

activity for the three months ended June 30, 2022:

April 1 through 30, 2022

May 1 through 31, 2022

June 1 through 30, 2022

Critical Accounting Estimates

For a discussion of our critical accounting policies, refer to the

section entitled “Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2021.

Quantitative and Qualitative Disclosures about Market Risk

are a smaller reporting company, as defined by Rule 12b-2 under the Exchange Act and in Item 10(f)(1) of Regulation S-K, and are not

required to provide the information under this item.

are a smaller reporting company, as defined by Rule 12b-2 under the Exchange Act and in Item 10(f)(1) of Regulation S-K, and are not required

to provide the information under this item.

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.

What changed 10-Q

Item 2. Management’s Discussion and Analysis