What changed in this filing

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Item 1. Financial Statements

2024-05-08 compared with 2023-11-06 · 391 added, 512 removed, 666 unchanged (58% of the section changed)

Financial Statements

Condensed Consolidated Balance Sheets as of September 30, 2023 ( U n a u d i t e d ) and December 31, 2022

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2023 and 2022

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and 2022

Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022

Condensed Consolidated Balance Sheets as of March 3 1 , 202 4 (Unaudited) and December 31, 20 23

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 3 1 , 202 4 and 20 23

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 3 1 , 202 4 and 202 3

Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 3 1 , 202 4 and 202 3

Notes to Unaudited Condensed Consolidated Financial Statements

and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

2024 December 31,

2 unchanged sentences

Cash and cash equivalents $ 41,244,446 $ 59,286,147

Accounts receivable, net of allowance of $ 4,778,401 and $ 7,818,702 as of September 30, 2023 and December 31, 2022, respectively

Accounts receivable, net of allowance of $ 6,319,441 and $ 6,276,454 as of March 31, 2024 and December 31, 2023, respectively

283,127,437 262,083,462

Assets held for sale — 4,480,344

Prepaid expenses and other current assets 10,759,696 17,499,953

14 unchanged sentences

Accrued liabilities 70,178,256 91,340,609

Line of credit 30,000,000 25,000,000

Notes payable, current 26,367 28,131

2 unchanged sentences

Operating lease liability, current 2,835,458 2,773,020

Liabilities held for sale — 4,480,344

Finance lease liability, current 3,866,929 3,534,073

7 unchanged sentences

Common stock ($ 0.0001 par value;

500,000,000 shares authorized as of September 30, 2023 and December 31, 2022;

103,874,539 and 102,411,162 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively

500,000,000 shares authorized as of March 31, 2024 and December 31, 2023;

102,961,495 and 104,055,168 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively)

10,297 10,406

9 unchanged sentences

and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Revenues, net $ 192,087,529 $ 113,002,703

7 unchanged sentences

Total expenses 176,212,162 119,905,290

Income from operations 8,707,955 4,199,190 3,381,322 21,751,512

Other income (expenses):

Interest income, net 346,376 334,221 1,677,420 296,891

(Loss) gain on remeasurement of warrant liabilities — ( 1,831,947 ) — 1,137,070

Change in fair value of contingent liability 159,974 — 159,974 —

(Loss) gain on equity method investments ( 95,503 ) 93,371 ( 301,362 ) 99,840

Gain on remeasurement of finance leases 4,834 — 4,834 1,388,273

(Loss) gain on disposal of fixed assets ( 9,983 ) 42,667 ( 163,452 ) 42,667

Income (loss) from operations 15,875,367 ( 6,902,587 )

Other income (expense):

Interest (expense) income, net ( 369,008 ) 809,172

Change in fair value of contingent liability 6,446 —

Loss on equity method investments ( 83,167 ) ( 115,286 )

Loss on remeasurement of operating and finance leases ( 4,697 ) —

Gain (loss) on disposal of fixed assets 52,835 ( 54,839 )

Other income 244,607 214,880

Total other income (expense) ( 152,984 ) 853,927

Net income before income tax provision 9,157,006 2,868,402 4,096,911 24,758,541

Income tax (provision) ( 4,526,767 ) ( 401,916 ) ( 2,041,843 ) ( 1,163,755 )

Net income 4,630,239 2,466,486 2,055,068 23,594,786

Net (loss) income attributable to noncontrolling interests ( 134,682 ) ( 687,944 ) 2,767,084 ( 2,924,992 )

Net income attributable to stockholders of DocGo Inc.

Net income (loss) before income tax provision 15,722,383 ( 6,048,660 )

(Provision for) benefit from income taxes ( 5,119,004 ) 2,129,870

Net income (loss) 10,603,379 ( 3,918,790 )

Net loss attributable to noncontrolling interests ( 624,070 ) ( 453,120 )

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

and Subsidiaries 11,227,449 ( 3,465,670 )

1 unchanged sentence

Foreign currency translation adjustment ( 140,134 ) 243,658

Total comprehensive income $ 4,182,450 $ 3,402,713 $ ( 645,051 ) $ 26,772,632

Net income per share attributable to DocGo Inc.

Total comprehensive income (loss) $ 11,087,315 $ ( 3,222,012 )

Net income (loss) per share attributable to DocGo Inc.

and Subsidiaries - Basic $ 0.11 $ ( 0.03 )

Weighted-average shares outstanding - Basic 103,818,362 102,579,291

Net income per share attributable to DocGo Inc.

Net income (loss) per share attributable to DocGo Inc.

and Subsidiaries - Diluted $ 0.10 $ ( 0.03 )

13 unchanged sentences

Exercise of stock options 96,101 10 249,705 — — — 249,715

Stock-based compensation — — 1,422,937 — — — 1,422,937

Equity cost — — ( 19,570 ) — — — ( 19,570 )

Noncontrolling interest contribution — — — — — 2,063,000 2,063,000

Foreign currency translation — — — — ( 5,863 ) — ( 5,863 )

Net loss attributable to noncontrolling interests — — — — — ( 1,257,257 ) ( 1,257,257 )

Net income attributable to stockholders of DocGo Inc.

and Subsidiaries

— — — 10,629,694 — — 10,629,694

Balance - March 31, 2022 100,329,105 $ 10,208 $ 284,938,732 $ ( 52,927,020 ) $ ( 38,364 ) $ 8,280,753 $ 240,264,309

Common stock repurchased ( 70,000 ) ( 70 ) ( 497,829 ) — — — ( 497,899 )

Exercise of stock options 417,927 418 778,648 — — — 779,066

Stock-based compensation — — 1,999,619 — — — 1,999,619

restricted stock — — 167,175 — — — 167,175

Net loss attributable to noncontrolling interests — — — — — ( 979,791 ) ( 979,791 )

Foreign currency translation — — — — 10,434 — 10,434

Net income attributable to stockholders of DocGo Inc.

and Subsidiaries — — — 12,735,653 — — 12,735,653

Balance - June 30, 2022 100,685,290 $ 10,564 $ 287,301,467 $ ( 40,191,367 ) $ ( 27,930 ) $ 7,300,962 $ 254,393,696

Exercise of stock options 378,941 38 728,465 — — — 728,503

Cashless exercise of options 354,276 35 ( 354 ) — — — ( 319 )

Stock-based compensation 424,911 42 8,181,549 — — — 8,181,591

restricted stock — — 95,543 — — — 95,543

Share warrants conversion 1,406,371 141 12,381,432 — — — 12,381,573

Health liquidation — — — 70,284 — — 70,284

Net loss attributable to noncontrolling interests — — — — — ( 453,120 ) ( 453,120 )

Foreign currency translation — — — — 243,658 — 243,658

Net income attributable to stockholders of DocGo Inc.

Net loss attributable to stockholders of DocGo Inc.

and Subsidiaries

— — — ( 3,465,670 ) — — ( 3,465,670 )

Balance - September 30, 2022 102,824,878 $ 10,778 $ 301,522,213 $ ( 37,036,937 ) $ ( 276,213 ) $ 6,613,018 $ 270,832,859

Balance - March 31, 2023 102,932,174 $ 10,293 $ 310,049,864 $ ( 32,367,602 ) $ 984,864 $ 5,243,605 $ 283,921,024

Common Stock Additional

7 unchanged sentences

Balance - December 31, 2023 104,055,168 $ 10,406 $ 320,693,866 $ ( 21,394,310 ) $ 1,484,905 $ 4,376,089 $ 305,170,956

Exercise of stock options 96,101 10 249,705 — — — 249,715

restricted stock — — 167,175 — — — 167,175

Stock-based compensation 424,911 42 8,181,549 — — — 8,181,591

Health liquidation — — — 70,284 — — 70,284

Net loss attributable to noncontrolling interests — — — — — ( 453,120 ) ( 453,120 )

Foreign currency translation — — — — 243,658 — 243,658

Net loss attributable to stockholders of DocGo Inc.

and Subsidiaries

— — — ( 3,465,670 ) — — ( 3,465,670 )

Balance - March 31, 2023 102,932,174 $ 10,293 $ 310,049,864 $ ( 32,367,602 ) $ 984,864 $ 5,243,605 $ 283,921,024

Acquisition of CRMS 117,330 12 1,000,000 — — — 1,000,012

Acquisition of FMC NA 360,145 36 ( 1,432,963 ) 649,167 — ( 3,213,956 ) ( 3,997,716 )

Acquisition of Healthworx — — — — — ( 1,296,553 ) ( 1,296,553 )

Exercise of stock options 260,410 26 706,379 — — — 706,405

Stock-based compensation 334,791 33 3,827,314 — — — 3,827,347

Shares withheld for taxes ( 242,758 ) ( 24 ) ( 2,049,313 ) — — — ( 2,049,337 )

Net income attributable to noncontrolling interests — — — — — 3,354,886 3,354,886

Foreign currency translation — — — — 405,778 — 405,778

Net loss attributable to stockholders of DocGo Inc.

and Subsidiaries — — — ( 2,011,267 ) — — ( 2,011,267 )

Balance - June 30, 2023 103,762,092 $ 10,376 $ 312,101,281 $ ( 33,729,702 ) $ 1,390,642 $ 4,087,982 $ 283,860,579

Exercise of stock options 88,837 8 425,995 — — — 426,003

Cashless exercise of options 6,374 1 ( 1 ) — — — —

Common stock repurchased ( 1,255,614 ) ( 126 ) ( 4,877,433 ) — — — ( 4,877,559 )

Stock-based compensation 165,688 17 4,340,388 — — — 4,340,405

4 unchanged sentences

and Subsidiaries

Balance - September 30, 2023 103,874,539 $ 10,387 $ 315,745,338 $ ( 28,964,781 ) $ 808,171 $ 3,953,300 $ 291,552,415

— — — 11,227,449 — — 11,227,449

Balance - March 31, 2024 102,961,495 $ 10,297 $ 320,135,875 $ ( 10,166,861 ) $ 1,344,771 $ 3,752,019 $ 315,076,101

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

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 2,055,068 $ 23,594,786

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Net income (loss) $ 10,603,379 $ ( 3,918,790 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation of property and equipment 1,431,308 1,482,610

1 unchanged sentence

Amortization of finance lease right-of-use assets 1,056,490 801,083

Loss (gain) on disposal of assets 163,452 ( 42,667 )

Deferred tax asset 1,049,236 —

Loss (gain) on equity method investments 301,362 ( 99,840 )

(Gain) loss on disposal of assets ( 52,835 ) 54,839

Deferred income tax ( 55,776 ) ( 1,015,555 )

Loss on equity method investments 83,167 115,286

Bad debt expense 1,357,621 ( 1,902,587 )

Stock-based compensation 3,988,339 8,450,016

Gain on remeasurement of finance leases ( 4,834 ) ( 1,388,273 )

Loss on liquidation of business 70,284 —

Gain on remeasurement of warrant liabilities — ( 1,137,070 )

Loss on remeasurement of operating and finance leases 4,697 —

Gain on liquidation of business — 70,284

Change in fair value of contingent consideration ( 6,446 ) —

5 unchanged sentences

Accrued liabilities ( 20,810,287 ) ( 1,471,551 )

Net cash (used in) provided by operating activities ( 58,303,111 ) 37,607,545

Net cash used in operating activities ( 10,639,744 ) ( 23,117,951 )

CASH FLOWS FROM INVESTING ACTIVITIES:

2 unchanged sentences

Acquisition of businesses — 1,574,604

Equity method investments ( 150,510 ) —

Proceeds from disposal of property and equipment 25,000 117,420

2 unchanged sentences

Proceeds from revolving credit line 45,000,000 —

Repayments of revolving credit line ( 40,000,000 ) —

Repayments of notes payable ( 9,624 ) ( 129,370 )

Due to seller ( 3,862 ) ( 11,494,549 )

Noncontrolling interest contributions — 2,063,000

Proceeds from exercise of stock options — 416,890

1 unchanged sentence

Common stock repurchased ( 4,877,559 ) —

Equity costs — ( 19,570 )

Payments on obligations under finance lease ( 969,588 ) ( 744,030 )

Net cash (used in) provided by financing activities ( 11,858,533 ) 685,871

Net cash used in financing activities ( 881,579 ) ( 11,951,059 )

Effect of exchange rate changes on cash and cash equivalents ( 103,059 ) 168,149

Net (decrease) increase in cash and restricted cash ( 96,853,136 ) 246,594

Net decrease in cash and restricted cash ( 13,324,123 ) ( 36,590,356 )

Cash and restricted cash at beginning of period 72,217,986 164,109,074

2 unchanged sentences

and Subsidiaries

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Supplemental disclosure of cash and non-cash transactions:

3 unchanged sentences

Right-of-use assets obtained in exchange for lease liabilities $ 2,791,964 $ 926,468

Remeasurement of finance lease right-of-use asset due to lease modification $ 300,000 $ —

Fixed assets acquired in exchange for notes payable $ — $ 150,079

Acquisition of remaining FMC NA through due to seller and issuance of stock $ 7,000,000 $ —

Acquisition of CRMS through issuance of stock $ 1,000,000 $ —

Receivable exchanged for trade credits $ 1,500,000 $ —

Supplemental non-cash investing activity:

Acquisition of business funded by acquisition payable $ — $ 19,473,805

Reconciliation of cash and restricted cash

6 unchanged sentences

Description of Organization and Business Operations

On November 5, 2021 (the “Closing Date”), DocGo Inc., a Delaware corporation, then known as Motion Acquisition Corp.

On November 5, 2021, DocGo Inc., a Delaware corporation, then known as Motion Acquisition Corp.

(collectively with its subsidiaries, the “Company”), consummated a business combination pursuant to that certain Agreement and Plan of Merger, dated March 8, 2021 (the “Merger Agreement”), by and among the Company, Motion Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Ambulnz, Inc., a Delaware corporation (“Ambulnz”).

The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” In connection with the closing of the Business Combination (the “Closing”), the Company changed its name from Motion Acquisition Corp.

The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” In connection with the closing of the Business Combination, the Company changed its name from Motion Acquisition Corp.

to DocGo Inc.

As contemplated by the Merger Agreement and as described in the Company’s definitive proxy statement/consent solicitation/prospectus filed with the U.S.

Securities and Exchange Commission (the “SEC”) on October 14, 2021, Merger Sub merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation (the “Merger”).

As a result of the Merger, Ambulnz became a wholly owned subsidiary of the Company and each share of Series A preferred stock of Ambulnz, no par value (“Ambulnz Preferred Stock”), Class A common stock of Ambulnz, no par value (“Ambulnz Class A Common Stock”), and Class B common stock of Ambulnz, no par value (“Ambulnz Class B Common Stock,” and together with Ambulnz Class A Common Stock, “Ambulnz Common Stock”) was cancelled and converted into the right to receive a portion of the merger consideration issuable as common stock of the Company, par value $ 0.0001 (“Common Stock”), pursuant to the terms and conditions set forth in the Merger Agreement.

Securities and Exchange Commission (the “SEC”) on October 14, 2021, Merger Sub merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation.

As a result of the Business Combination, Ambulnz became a wholly owned subsidiary of the Company and each share of Series A preferred stock of Ambulnz, no par value, Class A common stock of Ambulnz, no par value, and Class B common stock of Ambulnz, no par value, was cancelled and converted into the right to receive a portion of the merger consideration issuable as common stock of the Company, par value $ 0.0001 (“Common Stock”), pursuant to the terms and conditions set forth in the Merger Agreement.

In connection with the Business Combination, the Company raised $ 158,000,000 of net proceeds.

1 unchanged sentence

These transaction costs consisted of banking, legal and other professional fees, which were recorded as a reduction to additional paid-in capital.

The Company is a healthcare transportation and mobile health services company that uses proprietary dispatch and communication technology to provide quality healthcare transportation and healthcare services in major metropolitan cities in the United States (“U.S.”) and the United Kingdom (“U.K.”).

Ambulnz was originally formed in Delaware on June 17, 2015 as Ambulnz, LLC, a limited liability company.

3 unchanged sentences

as well as within England and Wales, U.K.

The Company derives revenue from two operating segments:

Mobile Health Services and Transportation Services.

Mobile Health Services include services performed at homes and offices, COVID-19 testing and vaccinations, and event services such as on-site healthcare support at sporting events and concerts.

There is also an emphasis on providing total care management solutions to large population groups, which include healthcare services as well as ancillary services, such as shelter.

Transportation Services encompasses both emergency response and non-emergency transport services.

The Company is a mobile healthcare services company that uses proprietary dispatch and communication technology to help provide (i) quality mobile, in-person medical treatment directly to patients in the comfort of their homes, workplaces and other non-traditional locations and (ii) healthcare transportation in major metropolitan cities in the United States (“U.S.”) and the United Kingdom (“U.K.”).

The Company conducts business in three operating segments:

Mobile Health Services, Transportation Services and Corporate.

Mobile Health Services include a wide variety of healthcare services performed at homes, offices and other locations and event services such as on-site healthcare support at sporting events and concerts.

This segment also provides total care management solutions to large, typically underserved, population groups primarily through arrangements with municipalities, which include healthcare services as well as ancillary services, such as shelter.

Transportation Services encompass both emergency response and non-emergency transport services.

Non-emergency transport services include ambulance transports and wheelchair transports.

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

The Company’s Corporate segment primarily represents shared services and personnel that support both the Mobile Health Services and Transportation Services segments.

It contains operating expenses such as information technology costs, certain insurance costs and the compensation costs of senior and executive leadership.

None of the Company’s revenues or cost of revenues are reported within the Corporate segment.

and Subsidiaries

12 unchanged sentences

All intercompany accounts and transactions are eliminated upon consolidation.

Noncontrolling interests (“NCI”) on the unaudited Condensed Consolidated Financial Statements represent a portion of consolidated joint ventures and a variable interest entity in which the Company does not have direct equity ownership.

Certain amounts in the prior years’ consolidated statements of changes in stockholders’ equity and statements of cash flows have been reclassified to conform to the current year presentation.

Noncontrolling interests (“NCI”) on the unaudited Condensed Consolidated Financial Statements represent a portion of consolidated joint ventures and variable interest entities ("VIEs") in which the Company does not have direct equity ownership.

Certain amounts in the prior periods’ unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity and Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current period presentation.

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S.

6 unchanged sentences

Further, Ambulnz was determined to be the accounting acquirer in the transaction, and 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.

The Company holds a variable interest in Mobile Medical Healthcare P.C., formerly known as MD1 Medical Care P.C.

(“MD1”), which contracts with physicians and other health professionals in order to provide services to the Company.

MD1 is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support.

An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits — that is, if it has (1) the power to direct the activities of the 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 MD1 and therefore appropriately consolidates MD1 as a VIE.

Net income for MD1 was $ 16,839 for the nine months ended September 30, 2023.

MD1’s total assets, all of which were current assets apart from other assets amounting to $ 15,248 , amounted to $ 635,777 as of September 30, 2023.

Total liabilities, all of which were current for MD1, were $ 469,066 as of September 30, 2023.

MD1’s total stockholders’ equity was $ 166,711 as of September 30, 2023.

In accordance with ASC 810, Consolidation (“ASC 810”), the Company assesses whether it has a variable interest in legal entities in which it has a financial relationship and, if so, whether or not those entities are VIEs.

For those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE, and if so, to consolidate the VIE.

The Company holds variable interests in legal entities that contract with physicians and other health professionals that provide services on behalf of the Company.

These entities are considered VIEs since they do not have sufficient equity to finance their activities without additional subordinated financial support.

An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it is the primary beneficiary, meaning it has (1) the power to direct the activities of the 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 its VIEs and funds and absorbs all losses of its VIEs.

The Company has determined that it is the primary beneficiary of its VIEs and therefore appropriately consolidates its VIEs.

Net loss for the Company's VIEs was $ 275,905 and $ 186,637 for the three months ended March 31, 2024 and 2023, respectively.

The total assets amounted to $ 5,364,950 and $ 4,364,274 as of March 31, 2024 and December 31, 2023, respectively.

Total liabilities were $ 6,088,439 and $ 4,811,857 as of March 31, 2024 and December 31, 2023, respectively.

The Company's VIEs' total stockholders’ deficit was $ 723,489 and $ 447,583 as of March 31, 2024 and December 31, 2023, respectively.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Foreign Currency

2 unchanged sentences

Assets and liabilities of foreign operations denominated in local currencies are translated at the spot rate in effect at the applicable reporting date, except for equity accounts, which are translated at historical rates.

The unaudited Condensed

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Operations and Comprehensive Income are translated at the weighted average rate of exchange during the applicable period.

The resulting unrealized cumulative translation adjustment for the three months ended September 30, 2023 and 2022 were $( 582,471 ) and $ 248,283 , respectively, and $ 66,965 and $ 252,854 for the nine months ended September 30, 2023 and 2022, respectively.

The unaudited Condensed Consolidated Statements of Operations and Comprehensive Income are translated at the weighted average rate of exchange during the applicable period.

The resulting unrealized cumulative translation adjustment for the three months ended March 31, 2024 and 2023 were $( 140,134 ) and $ 243,658 , respectively.

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in its financial statements and the reported amounts of expenses during the reporting period.

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses;

the disclosure of contingent assets and liabilities in its financial statements;

and the reported amounts of expenses during the reporting period.

The most significant estimates in the Company’s financial statements relate to revenue recognition related to the allowance for doubtful accounts, stock-based compensation, calculations related to the incremental borrowing rate for the Company’s lease agreements, estimates related to ongoing lease terms, software development costs, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, business combinations, reserve for losses within the Company’s insurance deductibles, income taxes and deferred income tax.

14 unchanged sentences

Major Customers

The Company had one customer that accounted for approximately 33 % of sales and 36 % of net accounts receivable and another customer that accounted for 32 % of sales and 28 % of net accounts receivable for the three months ended September 30, 2023.

One customer accounted for approximately 37 % of sales and 28 % of net accounts receivable and another customer accounted for approximately 17 % of sales and 36 % of net accounts receivable for the nine months ended September 30, 2023.

The Company had one customer that accounted for approximately 35 % of sales and 35 % of net accounts receivable for the three months ended September 30, 2022.

The Company had one customer that accounted for 33 % of sales and 35 % of net accounts receivable, and another customer that accounted for 11 % of sales and 0.1 % of net accounts receivable for the nine months ended September 30, 2022.

The Company had one vendor that accounted for approximately 20 % and 13 % of total cost for the three months ended September 30, 2023 and 2022, respectively.

The Company expects to maintain this relationship with the vendor and believes the services provided by this vendor are available from alternative sources.

The Company had one customer that accounted for approximately 39 % of revenues and 34 % of net accounts receivable and another customer that accounted for 32 % of revenues and 46 % of net accounts receivable for the three months ended March 31, 2024.

The Company had one customer that accounted for approximately 46 % of revenues and 62 % of net accounts receivable for the three months ended March 31, 2023.

The Company had one vendor that accounted for approxi mately 18 % and 18 % of total cost for the three months ended March 31, 2024 and 2023, respectively.

The Company expects to maintain th is relationship with the vendor and believes the services provided by this vendor are available from alternative sources.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company ha d one vendor that accounted for approximately 13 % and 11 % of total cost for the nine months ended September 30, 2023 and 2022, respectively.

The Company expects to maintain thi s relationship with the vendor and believes the services provided by this vendor are available from alternative sources.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

The Company will remain an emerging growth company until the earliest of:

(i) the end of the fiscal year in which the Company has total annual gross revenue of $1.235 billion;

(ii) the last day of the Company’s fiscal year following the fifth anniversary of the Company’s initial offering, or December 31, 2025;

(iii) the date on which the Company issues more than $1.0 billion in non-convertible debt during the preceding three-year period;

or (iv) the end of the fiscal year in which the market value of the Common Stock held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable.

The Company has elected not to opt out of the extended transition period, which means that when a financial accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

Reclassifications

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are insured by the FDIC and are in excess of FDIC insured limits.

The Company had cash balances of approximately $ 5,434,110 and $ 8,125,966 with foreign financial institutions on September 30, 2023 and December 31, 2022, respectively.

Restricted Cash and Insurance Reserves

The Company had cash balances of approximately $ 5,047,684 and $ 3,699,793 with foreign financial institutions on March 31, 2024 and December 31, 2023, respectively.

Restricted Cash

Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash in the unaudited Condensed Consolidated Balance Sheets.

Restricted cash is classified as either a current or non-current asset depending on the restriction period.

The Company is required to pledge or otherwise restrict a portion of cash and cash equivalents as collateral for its line of credit, transportation equipment leases and a standby letter of credit as required by its insurance carrier (see Notes 9 and 14).

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company is required to pledge or otherwise restrict a portion of cash and cash equivalents as collateral for self-insurance exposures, transportation equipment leases and a standby letter of credit as required by its insurance carrier (see Notes 9 and 14).

The Company utilizes a combination of insurance and self-insurance programs, including a wholly owned captive insurance entity, to provide for the potential liabilities for certain risks, including workers’ compensation, automobile liability, general liability and professional liability.

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Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2023 and December 31, 2022.

For certain financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, restricted cash, accounts payable and accrued expenses, and due to seller, the carrying amounts approximate their fair values as it is short term in nature.

Unobservable inputs that are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2024 and December 31, 2023.

For certain financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, restricted cash, accounts payable, accrued expenses, and due to seller, the carrying amounts approximate their fair values as they are short term in nature.

The notes payable are presented at their carrying value, which, based on borrowing rates currently available to the Company for loans with similar terms, approximates its fair values.

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Future changes in fair value of the contingent financial milestone consideration, as a result of changes in significant inputs such as the discount rate and estimated probabilities of financial milestone achievements, could have a material effect on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income and Condensed Consolidated Balance Sheets in the period of the change.

During the year ended December 31, 2022, the Company recorded $ 4,000,000 in contingent consideration in connection with the acquisition by Holdings of Ryan Bros.

Fort Atkinson, LLC (“Ryan Brothers”), to be paid based on the completion of certain performance obligations over a 24-month period.

The Company recorded a change in fair value of contingent consideration in the amount of $ 159,974 for the three and nine months ended September 30, 2023.

As of September 30, 2023, there was a remaining contingent liability balance of $ 3,840,026 (see Note 4).

In connection with the acquisition of Ryan Bros.

Fort Atkinson, LLC (“Ryan Brothers”), the Company recorded $ 4,000,000 in contingent consideration to be paid based on the completion of certain performance obligations over a 24-month period.

The Company recorded a change in fair value of contingent consideration in the amount of $ 7,284 and $ 0 for the three months ended March 31, 2024 and 2023, respectively.

There was a remaining contingent liability balance of $ 1,828,302 and $ 1,821,018 as of March 31, 2024 and December 31, 2023, respectively (see Note 4).

In connection with the acquisition of Exceptional Medical Transportation, LLC (“Exceptional”), the Company also agreed to pay up to $ 2,000,000 in contingent consideration upon meeting certain performance conditions within two years of the closing date of such acquisition.

The estimated contingent consideration amount for Exceptional was $ 1,080,000 as of December 31, 2022 and September 30, 2023 (see Note 4).

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2022, the Company also recorded $ 2,475,540 estimated contingent consideration in connection with the acquisition by Holdings of Location Medical Services, LLC (“LMS”) to be paid upon LMS meeting certain performance conditions in 2023.

The outstanding balance as of September 30, 2023 increased to $ 2,496,270 as a result of foreign exchange fluctuations (see Note 4).

In connection with the acquisition by Holdings of Government Medical Services, LLC (“GMS”), the Company recorded an amount of $ 3,000,000 in contingent consideration to be paid upon GMS meeting certain performance conditions within a year of the closing date of such acquisition.

As of September 30, 2023, there was a remaining contingent liability balance of $ 3,000,000 (see Note 4).

In connection with the acquisition by Holdings of Cardiac RMS, LLC (“CRMS”), the Company recorded $ 15,822,190 in contingent consideration to be paid out over 36 months for the remaining 49 % equity of CRMS, based on CRMS’ attainment of full-year EBITDA targets.

As of September 30, 2023, there was a remaining contingent liability balance of $ 15,822,190 (see Note 4).

The Company recorded a change in fair value of contingent consideration in the amount of $( 13,730 ) and $ 0 for the three months ended March 31,2024 and 2023, respectively.

There was a remaining contingent liability balance of $ 265,571 and $ 279,301 as of March 31, 2024 and December 31, 2023, respectively (see Note 4).

In connection with the acquisition of Location Medical Services, LLC (“LMS”), the Company recorded $ 2,475,540 in contingent consideration to be paid upon LMS meeting certain performance conditions in 2023.

The Company did not record a change in fair value of contingent consideration for the three months ended March 31, 2024 and 2023, but recorded $( 4,799 ) and $ 50,542 as a result of foreign exchange movement for the three months ended March 31, 2024 and 2023, respectively .

There was a remaining contingent liability balance of $ 600,029 and $ 604,827 as of March 31, 2024 and December 31, 2023 , respectively (see Note 4).

In connection with the acquisition of Cardiac RMS, LLC (“CRMS”), the Company recorded $ 15,822,190 in contingent consideration to be paid out over 36 months for the remaining 49 % equity of CRMS, based on CRMS’ attainment of full-year EBITDA targets.

The Company did not record a change in fair value of contingent consideration for the three months ended March 31, 2024 and 2023, respectively.

There was a remaining contingent liability balance of $ 17,087,835 as of March 31, 2024 and December 31, 2023 (see Note 4).

Accounts Receivable

The Company contracts with hospitals, healthcare facilities, businesses, state and local government entities, and insurance providers to transport patients and to provide Mobile Health Services at specified rates.

Accounts receivable consist of billings for transportation and healthcare services provided to patients.

Billings typically are either paid or settled on the patient’s behalf by health insurance providers, managed care organizations, treatment facilities, government sponsored programs, businesses, or patients directly.

The Company contracts with hospitals, healthcare facilities, businesses, state and local government entities, and insurance providers to provide Mobile Health Services and to transport patients at specified rates.

These rates are either on a per procedure or per transport basis, or on an hourly or daily basis.

Accounts receivable consist of billings for healthcare and transportation services provided to patients.

Accounts receivable are net of insurance provider contractual allowances, which are estimated at the time of billing based on contractual terms or other arrangements.

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Property and equipment are stated at cost, net of accumulated depreciation and amortization.

When an item is sold or retired, the costs and related accumulated depreciation or amortization are eliminated, and the resulting gain or loss, if any, is recorded in operating expenses in the unaudited Condensed Consolidated Statement of Operations and Comprehensive Income.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets.

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Capitalized software costs are amortized over its useful life.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Business Combinations

The Company accounts for its business combinations under the provisions of ASC 805-10, Business Combinations (“ASC 805-10”), which requires that the purchase method of accounting be used for all business combinations.

Assets acquired and liabilities assumed, including NCI, are recorded at the date of acquisition at their respective fair values.

The Company accounts for its business combinations under the provisions of ASC 805-10, Business Combinations (“ASC 805-10”), which requires that the acquisition method of accounting be used for all business combinations.

Assets acquired and liabilities assumed, including noncontrolling interests, 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.

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The Company evaluates the recoverability of the recorded amount of long-lived assets, primarily property and equipment and finite-lived intangible assets, whenever events or changes in circumstance indicate that the recorded amount of an asset may not be fully recoverable.

An impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount.

An impairment is assessed when the undiscounted expected future cash flows derived from

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

an asset are less than its carrying amount.

If an asset is determined to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value.

Assets targeted for disposal are reported at the lower of the carrying amount or fair value less cost to sell.

In 2022, the Company reassigned all the assets at Ambulnz Health, LLC (“Health”) to Assets held for sale as a result of an assignment for the benefit of creditors (“ABC”).

The Company also recognized a non-cash charge of $ 2,921,958 for its Goodwill impairment for the year ended December 31, 2022 in the Consolidated Statements of Operations.

Goodwill and Indefinite-Lived Intangible Assets

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

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Related Party Transactions

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

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

Related party transactions are recorded within operating expenses in the Company’s unaudited Condensed Consolidated Statement of Operations and Comprehensive Income.

For details regarding the related party transactions that occurred during the three and nine months ended September 30, 2023 and 2022, see Note 16.

For details regarding the related party transactions that occurred during the three months ended March 31, 2024 and 2023 refer to Note 16.

Revenue Recognition

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The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services the Company provides to the customer.

The Company generates revenues from the provision of (1) Transportation Services and (2) Mobile Health Services.

The Company generates revenues from the provision of (1) Mobile Health Services and (2) Transportation Services.

Since the customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, the Company satisfies performance obligations immediately.

The Company has utilized the “right to invoice” expedient, which allows an entity to recognize revenue in the amount of consideration to which the entity has the right to invoice when the amount that the Company has the right to invoice corresponds directly to the value transferred to the customer.

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

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

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

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Revenue is primarily derived from:

Mobile Health Services :

These services include a wide variety of healthcare services performed at homes, offices and other locations and event services such as on-site healthcare support at sporting events and concerts.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

segment also provides total care management solutions to large, typically underserved population groups, primarily through arrangements with municipalities, which include healthcare services as well as ancillary services, such as shelter.

Transportation Services :

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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 :

These services include services performed at homes and offices, COVID-19 testing and vaccinations, and event services such as on-site healthcare support at sporting events and concerts.

There is also an emphasis on providing total care management solutions to large population groups, which include healthcare services as well as ancillary services, such as shelter.

The Company concluded that Transportation Services and any related support activities are a single performance obligation under ASC 606.

The transaction price is determined by the fixed rate usage-based fees or fixed fees which are agreed upon in the Company’s executed contracts.

For Mobile Health Services, the performance of the services and any related support activities are a single performance obligation under ASC 606.

For Mobile Health Services, the performance of the services and any related support activities in the majority of the Company’s contracts are a single performance obligation under ASC 606.

Mobile Health Services are typically billed based on a fixed rate (i.e., time and materials separately or combined) fee structure taking into consideration staff and materials utilized.

The Company also concluded that Transportation Services and any related support activities are a single performance obligation under ASC 606.

The transaction price is determined by the fixed rate usage-based fees or fixed fees that are agreed upon in the Company’s executed contracts.

As the performance associated with such services is known and quantifiable at the end of a period in which the services occurred (i.e., monthly or quarterly), revenues are typically recognized in the respective period performed.

The typical billing cycle for Transportation Services and Mobile Health Services is same day to five days with payments generally due within 30 days.

The typical billing cycle for Mobile Health Services and Transportation Services is same day to five days with payments generally due within 30 days.

For large municipal customers in the Mobile Health Services segment, invoices are generally produced on a monthly basis, in arrears, and are generally due within 30-60 days of when they are submitted to the customer.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Transportation Services, the Company estimates the amount unbilled at month end and recognizes such amounts as revenue, based on available data and customer history.

The Company’s Transportation Services and Mobile Health Services each represent a single performance obligation.

Therefore, allocation is not necessary as the transaction price (fees) for the services provided is standard and explicitly stated in the contractual fee schedule and/or invoice.

For Transportation Services, the Company estimates the amount unbilled at month end and recognizes such amounts as revenue, based on available data and customer history.

Since the majority of the Company’s Mobile Health Services and Transportation Services each represent a single performance obligation, allocation is not necessary as the transaction price (fees) for the services provided is standard and explicitly stated in the contractual fee schedule and/or invoice.

For contracts with multiple distinct performance obligations, the Company allocates the transaction price based on their agreed-upon price to the individually identified performance obligations in the contract.

The Company monitors and evaluates all contracts on a case-by-case basis to determine if multiple performance obligations are present in a contractual arrangement.

For Transportation Services, since the customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, the Company satisfies performance obligations at the same time.

For Transportation Services, where the customer pays fixed rate usage-based fees, the actual usage in the period represents the best measure of progress.

For Mobile Health Services, the customer also generally simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled.

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For certain Mobile Health Services that have a fixed fee arrangement and are provided over time, revenue is recognized over time as the services are provided to the customer.

In the following table, revenue is disaggregated as follows:

For Transportation Services, where the customer pays fixed rate usage-based fees, the actual usage in the period represents the best measure of progress.

In the following table, revenues are disaggregated as follows:

Revenue Breakdown Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Primary Geographical Markets

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United Kingdom 12,976,683 14,093,182

Total revenue $ 186,552,910 $ 104,319,894 $ 425,042,373 $ 331,730,750

Total revenues $ 192,087,529 $ 113,002,703

Major Segments/Service Lines

Transportation Services $ 47,212,443 $ 27,670,109 $ 132,690,538 $ 77,657,852

Mobile Health Services $ 143,941,158 $ 72,946,757

Total revenue $ 186,552,910 $ 104,319,894 $ 425,042,373 $ 331,730,750

Transportation Services 48,146,371 40,055,946

Total revenues $ 192,087,529 $ 113,002,703

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation

The Company maintained stock incentive plans under which the Company may issue incentive and non-qualified stock options, restricted stock units and performance-based stock units.

The Company accounts for stock-based compensation using the provisions of ASC 718, Stock-Based Compensation , which requires the recognition of the fair value of stock-based compensation.

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The Company accounts for forfeitures as they occur.

For performance-based awards, expense is recognized over the period from the grant date to the estimated attainment date, which is the derived service period of the award, if management determines that it is probable that the performance-based vesting conditions will be achieved.

All stock-based compensation costs are recorded in operating expenses in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income.

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In reporting periods in which the Company has a net loss, the effect is considered anti-dilutive and excluded from the diluted earnings per share calculation.

The following table presents the calculation of basic and diluted net income per share to stockholders of DocGo Inc.

and Subsidiaries:

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Net income attributable to stockholders of DocGo Inc.

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

and Subsidiaries $ 11,227,449 $ ( 3,465,670 )

4,764,921 3,154,430 ( 712,016 ) 26,519,778

Weighted-average shares - basic 103,874,845 98,960,538 103,351,345 100,725,697

Weighted-average shares outstanding - Basic 103,818,362 102,579,291

Effect of dilutive options 4,688,073 1,236,473

Weighted-average shares - dilutive 104,993,729 107,403,135 103,351,345 109,168,293

Net (loss) income per share attributable to DocGo Inc.

Weighted-average shares outstanding - Diluted 108,506,435 102,579,291

Net income (loss) per share attributable to DocGo Inc.

and Subsidiaries - Basic 0.11 ( 0.03 )

Net (loss) income per share attributable to DocGo Inc.

Net income (loss) per share attributable to DocGo Inc.

and Subsidiaries - Diluted 0.10 ( 0.03 )

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(“RND”) for $ 655,876 .

During the three months ended September 30, 2023, the Company made an additional investment amounting to $ 150,509 .

During the year ended December 31, 2023, the Company made an additional investment amounting to $ 298,932 .

The Company’s carrying value in RND, an equity method investee, is reflected in the caption “Equity method investments” in the unaudited Condensed Consolidated Balance Sheets.

Changes in value of RND are recorded in “(Loss) gain on equity method investments” on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income.

Changes in value of RND are recorded in “(Loss) gain on equity method investments” in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On November 1, 2021, the Company acquired a 20 % interest in National Providers Association, LLC (“NPA”) for $ 30,000 .

Effective December 21, 2021, three members withdrew from NPA, resulting in the remaining two members obtaining the remaining ownership percentage.

As of December 31, 2022 and September 30, 2023, the Company owned 50 % of NPA.

As of March 31, 2024 and December 31, 2023, the Company owned 50 % of NPA.

The Company’s carrying value in NPA, an equity method investee, is reflected in the caption “Equity method investments” in the unaudited Condensed Consolidated Balance Sheets.

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The Company has elected to combine and account for lease and non-lease components as a single lease component.

The Company has incorporated

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

residual value obligations in leases for which there is such occurrences.

The Company has incorporated residual value obligations in leases for which there are such occurrences.

Regarding short-term leases, ASC 842-10-25-2 permits an entity to make a policy election not to apply the recognition requirements of ASC 842 to short-term leases.

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The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.

Recently Issued Accounting Standards Adopted

In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02, Financial Instruments – Credit Losses Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors , while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty.

ASU 2022-02 also requires public business entities to disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost .

ASU 2022-02 only affects entities that have already adopted ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), which is effective for fiscal years beginning after December 15, 2022.

The Company adopted ASU 2022-02 on January 1, 2023, which did not have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements.

Recently Issued Accounting Standards Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure ("ASU 2023-07").

ASU 2023-07 updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2023-07 on its disclosures.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09").

ASU 2023-09 includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively.

The Company is currently evaluating the impact of adopting ASU 2023-09 on its disclosures.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment, Net

Property and equipment, net as of September 30, 2023 and December 31, 2022 are as follows:

September 30,

Property and equipment, net as of March 31, 2024 and December 31, 2023 are as follows:

2024 December 31,

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Property and equipment, net $ 16,315,633 $ 16,835,484

During the nine months ended September 30, 2023, the Company disposed of assets with a cost of $ 591,184 and accumulated depreciation of $ 154,443 for proceeds of $ 274,210 .

The Company recorded a loss on disposal of assets of $ 163,452 .

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company recorded depreciation expense of $ 1,625,070 and $ 1,150,806 for the three months ended September 30, 2023 and 2022, respectively.

The Company recorded depreciation expense of $ 4,697,717 and $ 2,592,244 for the nine months ended September 30, 2023 and 2022, respectively.

During the three months ended March 31, 2024, the Company disposed of assets with a cost of $ 102,079 and accumulated depreciation of $ 61,834 for proceeds of $ 93,080 .

The Company recorded a gain on disposal of assets of $ 52,835 for the three months ended March 31, 2024 .

The Company recorded depreciation expense of $ 1,431,308 and $ 1,482,610 for the three months ended March 31, 2024 and 2023, respectively.

Acquisition of Businesses

Government Medical Services, LLC

On July 6, 2022, Holdings acquired 100 % of the outstanding shares of common stock of GMS, a provider of medical services.

The aggregate purchase price consisted of $ 20,338,789 in cash consideration.

Holdings also agreed to pay GMS an additional $ 3,000,000 upon GMS meeting certain performance conditions within a year of the closing date of the acquisition, or July 6, 2023.

Acquisition costs are included in general and administrative expenses and totaled $ 1,001,883 for the twelve months ended December 31, 2022.

As of September 30, 2023, there was a remaining contingent liability balance of $ 3,000,000 .

Exceptional Medical Transportation, LLC

On July 13, 2022, Holdings acquired 100 % of the outstanding shares of common stock of Exceptional, a provider of medical transportation services, in exchange for an aggregate purchase price of $ 13,708,333 , consisting of $ 7,708,333 in cash at closing and $ 6,000,000 payable over a 24-month period following the closing date of the acquisition.

On July 13, 2022, Holdings acquired 100 % of the outstanding shares of common stock of Exceptional, a provider of medical transportation services, in exchange for $ 13,708,333 consisting of $ 7,708,333 in cash at closing and $ 6,000,000 payable over a 24-month period following the closing date of the acquisition.

The Company also agreed to pay up to $ 2,000,000 in contingent consideration upon meeting certain performance conditions within two years of the closing date of such acquisition.

The estimated contingent consideration amount payable for Exceptional was $ 1,080,000 as of December 31, 2022 and September 30, 2023.

Acquisition costs are included in general and administrative expenses and totaled $ 56,571 for the twelve months ended December 31, 2022.

The Company paid $ 3,000,000 of the $ 6,000,000 remaining purchase price payable as of September 30, 2023.

During the three months ended March 31, 2024, the Company recorded a change in contingent consideration in the amount of $( 13,730 ).

During the year ended December 31, 2023, the Company made a payment for the first installment due on the contingent liability in the amount of $ 426,655 .

The estimated contingent consideration amount payable for Exceptional was $ 265,571 and $ 279,301 as of March 31, 2024 and December 31, 2023, respectively.

Additionally, the Company paid $ 3,000,000 of the $ 6,000,000 remaining purchase price payable as of December 31, 2023.

As of March 31, 2024 and December 31, 2023, there was a due to seller balance of $ 3,000,000 .

Fort Atkinson, LLC

On August 9, 2022, Holdings acquired 100 % of the outstanding shares of common stock of Ryan Brothers, a provider of medical transportation services, in exchange for an aggregate purchase price of $ 11,422,252 , consisting of $ 7,422,252 in cash at closing and an estimated $ 4,000,000 in contingent consideration to be paid out over 24 months, commencing on August 1, 2022, based on performance of certain obligations.

Acquisition costs are included in general and administrative expenses and totaled $ 230,175 for the twelve months ended December 31, 2022.

The remaining contingent consideration amounted to $ 3,840,026 as of September 30, 2023.

Community Ambulance Services Ltd.

On October 12, 2022, Holdings, through its indirect wholly owned subsidiary Ambulnz U.K.

(“UK Ltd.”), acquired Community Ambulance Service Ltd (“CAS”), a provider of emergency and non-emergency transport services, including high dependency, urgent care, mental health and blue light transport services, and diagnostics testing in the U.K.

The aggregate purchase price consisted of approximately $ 5,541,269 in cash.

The net assets acquired through the CAS acquisition was $ 7,134,881 mainly from the vehicles with high fair market value, which directly lead to a gain on bargain purchase amounting to $ 1,593,612 .

The Company expects this acquisition to help increase the Company’s presence in the U.K.

market and help provide improved access to municipal contracts.

Acquisition costs are included in general and administrative expenses and amounted to $ 171,779 for the twelve months ended December 31, 2022.

During the three months ended March 31, 2024, the Company recorded a change in contingent consideration in the amount of $ 7,284 .

During the year ended December 31, 2023, the Company made a payment for the first installment due on the contingent liability in the amount of $ 1,840,026 .

The estimated contingent consideration amount payable for Ryan Brothers was $ 1,828,302 and $ 1,821,018 as of March 31, 2024 and December 31, 2023, respectively.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Location Medical Services, LLC

1 unchanged sentence

The aggregate purchase price consisted of $ 302,450 in cash consideration.

Holdings also agreed to pay LMS an additional $ 11,279,201 in deferred consideration and an estimated $ 2,475,540 in contingent consideration upon LMS meeting certain performance conditions in 2023.

The Company paid $ 11,279,201 of deferred consideration to LMS during the nine months ended September 30, 2023.

Acquisition costs are included in general and administrative expenses and totaled $ 4,200 for the twelve months ended December 31, 2022.

The Company also agreed to pay LMS an additional $ 11,279,201 in deferred consideration and an estimated $ 2,475,540 in contingent consideration upon LMS meeting certain performance conditions in 2023.

The Company recorded $( 4,799 ) and $ 50,542 in foreign exchange movement during the three months ended March 31, 2024 and 2023, respectively.

The estimated contingent consideration amount payable for LMS was $ 600,029 and $ 604,827 as of March 31, 2024 and December 31, 2023, respectively.

Additionally, the Company paid $ 11,279,201 of deferred consideration to LMS during the year ended December 31, 2023.

As of March 31, 2024 and December 31, 2023, there was no remaining due to seller amounts outstanding.

On April 2, 2024, the Company paid the contingent consideration balance in the amount of $ 600,029 .

Cardiac RMS, LLC

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On March 31, 2023, Holdings acquired 51 % of the outstanding shares of common stock of CRMS, a provider of cardiac implantable electronic device remote monitoring and virtual care management services.

2 unchanged sentences

$ 5,000,000 of such further probable consideration is to be paid in cash and the remaining $ 10,822,190 is to be paid in shares of Common Stock.

Acquisition costs are included in general and administrative expenses and totaled $ 229,937 for the nine months ended September 30, 2023.

Acquisition costs are included in general and administrative expenses and totaled $ 229,937 for the year ended December 31, 2023.

During the year ended December 31, 2023, the Company recorded a change in contingent consideration in the amount of $ 1,265,645 .

As of March 31, 2024 and December 31, 2023, there was a remaining contingent liability balance of $ 17,087,835 .

Ambulnz-FMC North America LLC

On April 1, 2023, the Company acquired the remaining outstanding shares of common stock of Ambulnz-FMC North America LLC (“FMC NA”), a prominent healthcare company that focuses on providing vital products and services for patients suffering from kidney diseases and renal failure, from its joint venture with Holdings in exchange for $ 4,000,000 in cash and $ 3,000,000 in Common Stock.

Acquisition costs are included in general and administrative expenses totaling approximately $ 35,560 for the nine months ended September 30, 2023.

Acquisition costs are included in general and administrative expenses totaling approximately $ 35,560 for the year ended December 31, 2023.

Healthworx LLC

On May 10, 2023, the Company acquired the remaining outstanding shares of common stock of Healthworx LLC (“Healthworx”), a provider of management, administration and support services to service providers focused on medical testing and diagnostic screening, from its joint venture with Rapid Reliable Testing, LLC (“RRT”) in exchange for $ 1,385,156 in cash.

The following table presents the assets acquired and liabilities assumed at the date of the acquisitions:

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the preliminary allocation of the assets acquired and liabilities assumed at each acquisition date:

CRMS LMS CAS Ryan Brothers Exceptional GMS Total

CRMS LMS Ryan Brothers Exceptional Total

Consideration:

20 unchanged sentences

Total purchase price $ 7,000,000 $ 25,822,190 $ 14,057,191 $ 11,422,252 $ 14,788,333 $ 73,089,966

ABC and Held for Sale

During the fiscal year 2022, the Company started discussions regarding the potential liquidation process of Health through an ABC, with a targeted timeline for the transaction to be fully closed in December 2022.

The conversation involved operations, human resources, external legal counsel, and Amb, LLC, a California limited liability company (the “Assignee”).

Due to operational processes, the filing was extended and finalized on February 3, 2023.

There were no new acquisitions for the three months ended March 31, 2024.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Pro Forma Disclosures

The following unaudited pro forma combined financial information for the three months ended March 31, 2023 gives effect to the acquisitions disclosed above as if they had occurred on January 1, 2023.

The pro forma information is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management of the Company.

Three Months Ended March 31, 2023

Revenue $ 116,116,322

Net loss ( 2,879,996 )

The unaudited pro forma combined financial information presented above includes the accounting effects of the acquisitions, including, to the extent applicable, amortization charges from acquired intangible assets, depreciation of property and equipment that have been revalued, transaction costs, interest expense, and the related tax effects.

There were no new acquisitions for the three months ended March 31, 2024.

ABC Transaction and Held for Sale

In 2022, the Company started discussions regarding the potential liquidation process of Ambulnz Health, LLC (“Health”) through an assignment for the benefit of creditors (“ABC”), with a targeted timeline for the transaction to be fully closed by December 31, 2022.

The conversation involved operations, human resources, external legal counsel, and Amb, LLC, a California limited liability company (the “Assignee”).

Due to operational processes, the filing was extended and finalized on February 3, 2023.

An ABC is a liquidation process governed by state law (California law in this instance) that is an alternative to a bankruptcy case under federal law.

5 unchanged sentences

As of December 31, 2022, Health met the criteria to be classified as held for sale.

As such, the Company is required to record Health’s assets and liabilities at the lower of carrying value or fair value less any costs to sell and present the related assets and liabilities as separate line items in the Condensed Consolidated Balance Sheets.

The following table presents information related to the major classes of assets and liabilities that were classified as held for sale in the Company’s Consolidated Balance Sheet as of December 31, 2022 and September 30, 2023:

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Pre ABC Adjustment 2022 Adjustments December 31, YTD 2023 Adjustments September 30,

Current assets:

Cash and cash equivalents $ ( 190,312 ) $ 190,312 $ — $ — $ —

Accounts receivable, net 1,219,927 ( 1,219,927 ) — — —

Prepaid expenses and other current assets 22,850 ( 22,850 ) — — —

Total current assets 1,052,465 ( 1,052,465 ) — — —

Property and equipment, net 1,107,279 ( 1,107,279 ) — — —

Intangibles, net 30,697 ( 30,697 ) — — —

Goodwill 5,085,689 ( 5,085,689 ) — — —

Operating lease right-of-use assets 29,753 ( 29,753 ) — — —

Assets held for sale — 4,480,344 4,480,344 ( 4,480,344 ) —

Other assets 18,053,495 ( 96,419 ) 17,957,076 ( 17,957,076 ) —

Total assets $ 25,359,378 $ ( 2,921,958 ) $ 22,437,420 $ ( 22,437,420 ) $ —

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 196,122 $ ( 196,122 ) $ — $ — $ —

Accrued liabilities 63,655,442 ( 4,250,603 ) 59,404,839 ( 59,404,839 ) —

Operating lease liability, current 33,619 ( 33,619 ) — — —

Liabilities held for sale — 4,480,344 4,480,344 ( 4,480,344 ) —

Total current liabilities 63,885,183 — 63,885,183 ( 63,885,183 ) —

Total liabilities $ 63,885,183 $ — $ 63,885,183 $ ( 63,885,183 ) $ —

Stockholders' equity:

Accumulated deficit $ ( 38,525,805 ) $ ( 2,921,958 ) $ ( 41,447,763 ) $ 41,447,763 $ —

Total stockholders’ equity attributable to DocGo Inc.

and Subsidiaries ( 38,525,805 ) ( 2,921,958 ) ( 41,447,763 ) 41,447,763 —

Noncontrolling interests — — — — —

Total stockholders’ equity $ ( 38,525,805 ) $ ( 2,921,958 ) $ ( 41,447,763 ) $ 41,447,763 $ —

Total liabilities and stockholders’ equity $ 25,359,378 $ ( 2,921,958 ) $ 22,437,420 $ ( 22,437,420 ) $ —

The intercompany receivables and intercompany payables are eliminated in the Company’s Consolidated Balance Sheet.

In connection with the ABC, the Company evaluated its goodwill balances as of December 31, 2022 and determined that there was an impairment of goodwill related to its Health reporting unit.

The impairment was primarily due to the ABC filing.

As a result of this impairment, the Company recognized a non-cash charge of $ 2,921,958 in the year ended December 31, 2022 in the Consolidated Statements of Operations.

The charge was recorded as part of other income in the Company’s Consolidated Statements of Operations and has no impact on its cash flow, liquidity, or compliance with debt covenants.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Additionally, the Company recorded an aggregate of $ 35,299,136 in goodwill in connection with its acquisitions in the year ended December 31, 2022.

The Company also updated the carrying value of the goodwill in its unaudited Condensed Consolidated Balance Sheets to reflect the additional goodwill.

The carrying value of goodwill amounted to $ 47,594,304 as of September 30, 2023.

The changes in the carrying value of goodwill for the period ended September 30, 2023 are as noted in the table below:

As a result, the Company was required to record the respective assets and liabilities at the lower of carrying value or fair value, less any costs to sell and present the related assets and liabilities as separate line items in the Condensed Consolidated Balance Sheets.

The intercompany receivables and intercompany payables were eliminated in the Company’s Condensed Consolidated Balance Sheet as of December 31, 2022.

The Company recorded an aggregate of $ 8,642,190 in goodwill in connection with its acquisitions in the year ended December 31, 2023.

The Company also updated the carrying value of the goodwill in its unaudited Condensed Consolidated Balance Sheets to reflect the currency translation adjustment.

The carrying value of goodwill amounted to $ 47,489,759 as of March 31, 2024.

The changes in the carrying value of goodwill for the three months ended March 31, 2024 are as noted in the table below:

Carrying Value

Balance as of December 31, 2023 $ 47,539,929

Goodwill acquired during the period 8,642,190

Currency translation adjustment ( 50,170 )

Balance as of September 30, 2023 $ 47,594,304

Balance as of March 31, 2024 $ 47,489,759

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Intangible assets consisted of the following as of September 30, 2023 and December 31, 2022:

September 30, 2023

Intangible assets consisted of the following as of March 31, 2024 and December 31, 2023:

March 31, 2024

Estimated Useful

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Trademark 8 years 326,646 17,101 ( 46,549 ) 297,198

— 326,646 ( 3,403 ) 323,243

Non-compete agreements 5 years — 100,000 ( 15,000 ) 85,000

Trade credits 5 years — 1,500,000 — 1,500,000

$ 30,180,863 $ 19,971,661 $ ( 12,469,596 ) $ 37,682,928

The intangible assets include an immaterial foreign currency translation adjustment in the amount of $ 4,402 .

The intangible assets include an immaterial foreign currency translation adjustment in the amount of $( 3,050 ) for the three months ended March 31, 2024.

Intangible asset balances are translated into U.S.

dollars using exchange rates in effect at period end, and adjustments related to foreign currency translation are included in other comprehensive income.

The Company recorded amortization expense of $ 1,515,378 and $ 990,345 for the three months ended September 30, 2023 and 2022, respectively.

The Company recorded amortization expense of $ 4,295,958 and $ 2,269,423 for the nine months ended September 30, 2023 and 2022, respectively.

The Company recorded amortization expense of $ 1,694,983 and $ 1,365,636 for the three months ended March 31, 2024 and 2023, respectively.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Future amortization expense at September 30, 2023 for the next five years and in the aggregate are as follows:

Future amortization expense at March 31, 2024 for the next five years and in the aggregate are as follows:

2024, remaining $ 2,956,034

5 unchanged sentences

Total $ 25,802,480

Trade Credit Agreement

During 2022, the Company provided mobile health services to one of its customers for an aggregate of $ 5,000,000 .

In June 2023, the Company entered into a Trade Credit Agreement with this customer whereby the customer was expected to provide the Company with $ 5,000,000 in trade credit on future vendor advertising expenditures.

In July 2023, the customer paid $ 3,500,000 in cash to partially settle the outstanding amount owed to the Company.

The fair value of the trade credits amounted to $ 1,500,000 , which was the remaining amount owed to the Company.

As of September 30, 2023, the trade credits have been reclassified from accounts receivable to intangible assets, net on the Condensed Consolidated Balance Sheets.

These trade credits are amortized to amortization expense under a usage-model as the credits are used to purchase advertising services.

The Company had a remaining balance of $ 1,500,000 in trade credits as of September 30, 2023.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accrued Liabilities

Accrued liabilities consisted of the following as of September 30, 2023 and December 31, 2022:

September 30,

Accrued liabilities consisted of the following as of March 31, 2024 and December 31, 2023:

2024 December 31,

4 unchanged sentences

Accrued bonus 6,096,800 4,784,005

Accrued fuel and maintenance 902,789 253,243

Other current liabilities 2,501,600 2,350,523

Accrued legal fees 550,921 344,417

Accrued lab fees 463,008 584,203

Credit card payable 34,941 78,838

FICA/Medicare liability 29,289 555,166

Total accrued liabilities $ 70,178,256 $ 91,340,609

Line of Credit

On November 1, 2022, the Company entered into a credit agreement with two banks, with one bank in the capacity as a lender and the administrative agent (collectively with the other lender, the “Lenders”).

On November 1, 2022, the Company entered into a credit agreement (the "Credit Agreement") with two banks, with one bank in the capacity as a lender and the administrative agent (collectively with the other lender, the “Lenders”).

The Credit Agreement provides for a revolving credit facility in the initial aggregate principal amount of $ 90,000,000 (the “Revolving Facility”).

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The initial applicable margins are 1.25 % for an adjusted term SOFR loan and 0.25 % for a base rate loan and will be updated based on the Company's consolidated net leverage ratio.

The Revolving Facility matures on the five-year anniversary of the closing date, November 1, 2027.

The Revolving Facility matures on November 1, 2027, the five-year anniversary of the closing date.

The Revolving Facility is secured by a first-priority lien on substantially all of the Company’s present and future personal assets and intangible assets.

The Revolving Facility is subject to certain financial covenants such as a net leverage ratio and interest coverage ratio, as defined in the Credit Agreement.

As of September 30, 2023, the Company had not made any draws under the Revolving Facility, and there were no amounts outstanding.

On October 19, 2023, the Company drew down $ 25,000,000 under the Revolving Facility.

As of December 31, 2023, there was a $ 25,000,000 outstanding balance on the Revolving Facility.

The Company drew down an additional $ 15,000,000 on February 8, 2024 under the Revolving Facility.

On February 27, 2024, the Company paid the $ 40,000,000 line of credit balance.

On March 4, 2024, the Company drew down $ 15,000,000 and made an additional $ 15,000,000 draw on March 18, 2024.

As of March 31, 2024, the outstanding balance of the line of credit was $ 30,000,000 and the unused line of credit was $ 60,000,000 .

The Company incurred $ 449,099 and $ 0 in interest charges relating to its line of credit for the three months ended March 31, 2024 and 2023, respectively, which is reflected in interest income (expense) on the Company's unaudited Condensed Consolidated Statements of Operations and Comprehensive Income.

and Subsidiaries

4 unchanged sentences

The following table summarizes the Company’s notes payable:

September 30,

2024 December 31,

1 unchanged sentence

$ 60,093 $ 69,717

Loan received pursuant to the Payroll Protection Program Term Note — —

Total notes payable 60,093 69,717

1 unchanged sentence

Total non-current portion of notes payable $ 33,726 $ 41,586

Interest expense was $ 48,794 and $ 26,296 for the three month periods ended September 30, 2023 and 2022, respectively.

Interest expense was $ 110,203 and $ 69,804 for the nine month periods ended September 30, 2023 and 2022, respectively.

Future minimum annual maturities of notes payable as of September 30, 2023 are as follows:

Interest expense was $ 883 and $ 29,034 for the three months ended March 31, 2024 and 2023, respectively.

Future minimum annual maturities of notes payable as of March 31, 2024 are as follows:

Notes Payable

2024, remaining $ 19,981

Thereafter 156,592

Total maturities 60,093

3 unchanged sentences

The Company conducts business in three operating segments:

Transportation Services, Mobile Health Services and Corporate.

In accordance with ASC 280, Segment Reporting , operating segments are components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, the Company’s Chief Executive Officer, in deciding how to allocate resources and assessing performance.

Mobile Health Services, Transportation Services and Corporate.

In accordance with ASC 280, Segment Reporting , operating segments are components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision makers, the Company’s Chief Executive Officer and Chief Financial Officer, in deciding how to allocate resources and assessing performance.

Prior to 2023, the Company reported in two segments, because the Company’s entities have two main revenue streams.

Beginning with the first quarter of 2023, the Company began reporting in three operating segments, adding a Corporate segment to allow for analysis of shared services and personnel that support both the Transportation Services and Mobile Health Services segments.

Beginning with the first quarter of 2023, the Company began reporting in three operating segments, adding a Corporate segment to allow for analysis of shared services and personnel that support both the Mobile Health Services and Transportation Services segments.

Previously, these costs had been allocated almost entirely to the Transportation Services segment.

All of the Company’s revenues and costs of goods sold continue to be reported within the Transportation Services and Mobile Health Services segments.

All of the Company’s revenues and cost of revenues continue to be reported within the Transportation Services and Mobile Health Services segments.

The Corporate segment contains operating expenses such as information technology costs, certain insurance costs and the compensation costs of senior and executive leadership.

The segment reporting for the prior-year period has been adjusted to conform to the new methodology, for the purposes of allowing a clearer analysis of year-over-year performance.

The Company’s Chief Executive Officer evaluates the Company’s financial information and resources and assesses the performance of these resources by revenue stream and by operating income or loss performance.

The Company’s Chief Executive Officer and Chief Financial Officer evaluate the Company’s financial information and resources and assess the performance of these resources by revenue stream and by operating income or loss performance.

The accounting policies of the segments are the same as the accounting policies of the Company as a whole.

The Company evaluates the performance of its Transportation Services, Mobile Health Services and Corporate segments based primarily on results of operations.

The Company evaluates the performance of its Mobile Health Services, Transportation Services and Corporate segments based primarily on results of operations.

and Subsidiaries

1 unchanged sentence

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

Transportation

Services Mobile Health

Services Corporate Total

Three Months Ended September 30, 2023

Revenues $ 47,212,443 $ 139,340,467 $ — $ 186,552,910

Income (loss) from operations 503,687 21,109,619 ( 12,905,351 ) 8,707,955

Total assets 129,796,548 225,084,373 64,903,221 419,784,142

Depreciation and amortization expense 2,333,426 1,193,187 809,654 4,336,267

Stock compensation 136,472 274,108 2,950,130 3,360,710

Long-lived assets 66,160,925 48,554,087 11,305,286 126,020,298

Capital expenditures 3,016,381 1,692,902 783,422 5,492,705

Three Months Ended September 30, 2022

Revenues $ 27,670,109 $ 76,649,785 $ — $ 104,319,894

Income (loss) from operations ( 3,858,715 ) 17,962,484 ( 9,904,579 ) 4,199,190

Total assets 102,061,123 84,096,109 169,762,978 355,920,210

Depreciation and amortization expense 1,688,219 550,034 776,611 3,014,864

Stock compensation 152,163 80,351 878,689 1,111,203

Long-lived assets 66,116,505 21,431,704 2,817,517 90,365,726

Capital expenditures 4,839,972 11,504,148 1,009,414 17,353,534

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Transportation

Services Mobile Health

Mobile Health

Services Transportation

Services Corporate Total

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Revenues $ 143,941,158 $ 48,146,371 $ — $ 192,087,529

5 unchanged sentences

Capital expenditures 129,190 3,208,082 798,213 4,135,485

Nine Months Ended September 30, 2022

Three Months Ended March 31, 2023

Revenues $ 72,946,757 $ 40,055,946 $ — $ 113,002,703

6 unchanged sentences

Long-lived assets include property and equipment, goodwill, intangible assets, operating lease right-of-use assets and finance lease right-of-use assets.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Geographic Information

The table below shows long-lived assets by geographic location.

September 30,

2023 September 30,

The following table summarizes long-lived assets by geographic location for the three months ended March 31, 2024 and 2023:

2024 March 31,

Primary Geographical Markets

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These shares were subsequently cancelled.

There were no shares repurchased during the nine months ended September 30, 2023.

The Program does not oblige the Company to acquire any specific number of shares and will expire on November 24, 2023.

Under the Program, shares may be repurchased using a variety of methods, including privately negotiated and/or open market transactions, under plans complying with Rule 10b5-1 under the Exchange Act, as part of accelerated share repurchases, block trades and other methods.

The timing, manner, price and amount of any Common Stock repurchases under the Program are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions.

The 2022 Program, which did not obligate the Company to repurchase a specific number of shares, expired on November 24, 2023.

On January 31, 2024, the Company's Board of Directors authorized a new share repurchase program pursuant to which the Company may purchase up to $ 36,000,000 in shares of Common Stock during a six-month period ending July 30, 2024 (the "Repurchase Program").

The Repurchase Program does not obligate the Company to repurchase a specific number of shares.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Under the terms of the Repurchase Program, the Company may purchase shares of Common Stock on a discretionary basis from time to time through open market repurchases or privately negotiated transactions or through other means, including by entering into Rule 10b5-1 trading plans or accelerated share repurchase programs, in each case, during an “open window” and when the Company does not possess material non-public information.

The timing, manner, price and amount of shares repurchased under the Repurchase Program will depend on a variety of factors, including stock price, trading volume, market conditions, corporate and regulatory requirements and other general business considerations.

The Repurchase Program may be modified, suspended or discontinued at any time without prior notice.

Repurchases under the Repurchase Program may be funded from the Company’s existing cash and cash equivalents, future cash flow or proceeds of borrowings or debt offerings.

During the three months ended March 31, 2024, the Company repurchased and subsequently cancelled 1,255,614 shares of Common Stock for $ 4,877,559 .

Stock-Based Compensation

Stock Options

In 2021, the Company established the DocGo Inc.

2021 Equity Incentive Plan (the “Plan”), which replaced Ambulnz, Inc.’s 2017 Equity Incentive Plan.

The Plan initially reserved 16,607,894 shares of Common Stock for issuance under the Plan.

The Company’s stock options generally vest on various terms based on continuous services over periods ranging from three to five years .

1 unchanged sentence

Stock options granted have a maximum contractual term of 10 years.

As of September 30, 2023, approximately 2.9 million employee stock options had vested.

As of March 31, 2024, approximately 5.1 million employee stock options had vested.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model.

Before the consummation of the Business Combination, management took the average of several publicly traded companies that were representative of the Company’s size and industry in order to estimate its expected stock volatility.

Subsequent to the Business Combination, the Company utilized publicly available pricing.

The expected term of the options represented the period of time the instruments were expected to be outstanding.

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Expected dividend yield was zero based on the fact that the Company had not historically paid and does not intend to pay a dividend in the foreseeable future.

The following assumptions were used to compute the fair value of the stock option grants during the nine months ended September 30, 2023 and 2022:

Nine Months Ended September 30,

The following assumptions were used to compute the fair value of the stock option grants during the three months ended March 31, 2024 and 2023:

Three Months Ended March 31,

Risk-free interest rate 4.3 % 0.7 % - 4.3 %

4 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the Company’s stock option activity under the Company’s 2021 Stock Incentive Plan for the nine months ended September 30, 2023:

The following table summarizes the Company’s stock option activity under the Plan for the three months ended March 31, 2024:

Shares Weighted

2 unchanged sentences

Balance as of December 31, 2023 11,942,264 $ 7.36 8.16 $ 50,315,593

Granted/vested during the year 1,115,874 8.92 — —

Exercised during the year ( 493,984 ) 3.63 — —

Cancelled during the year ( 551,665 ) 7.66 — —

Balance as of September 30, 2023 11,641,533 7.42 8.47 49,268,644

Options vested and exercisable as of September 30, 2023 2,937,143 $ 6.36 7.65 3,060,026

Granted/vested 50,000 3.66 — —

Exercised — — — —

Cancelled ( 203,279 ) 5.69 — —

Balance as of March 31, 2024 11,788,985 7.38 8.05 49,866,336

Options vested and exercisable as of March 31, 2024 5,135,931 $ 6.89 7.53 $ 2,173,571

The aggregate intrinsic value in the above table is calculated as the difference between the fair value of the Common Stock price and the exercise price of the stock options.

The weighted average grant date fair value per share for stock option grants during the nine months ended September 30, 2023 and the year ended December 31, 2022 was $ 8.92 and $ 7.04 , respectively.

On September 30, 2023 and December 31, 2022, the total unrecognized compensation related to unvested stock option awards granted was $ 30,994,529 and $ 41,666,564 , respectively, which the Company expects to recognize over a weighted-average period of approximately 1.85 years.

The weighted average grant date fair value per share for stock option grants during the three months ended March 31, 2024 and the year ended December 31, 2023 was $ 3.66 and $ 7.93 , respectively.

For the three months ended March 31, 2024 and 2023, the total recorded stock-based compensation related to stock option awards granted was $ 2,455,143 , and $ 2,706,591 , respectively.

On March 31, 2024 and December 31, 2023, the total unrecognized compensation related to unvested stock option awards granted was $ 19,926,689 and $ 29,058,756 , respectively, which the Company expects to recognize over a weighted-average period of approximately 1.77 years.

Restricted Stock Units

The fair value of restricted stock units (“RSUs”) is determined on the date of grant.

The Company records compensation expense in the unaudited Condensed Consolidated Statement of Operations and Comprehensive Income on a straight-line basis over the vesting period for RSUs.

The Company records compensation expenses in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income on a straight-line basis over the vesting period for RSUs.

The vesting period for employees and members of the Board of Directors ranges from one to four years .

Activity under RSUs during the nine months ended September 30, 2023 was as follows:

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Activity under RSUs during the three months ended March 31, 2024 was as follows:

RSUs Weighted-

3 unchanged sentences

Forfeited — —

Balance as of September 30, 2023 403,107 8.16

Vested and unissued as of September 30, 2023 212,518 8.25

Non-vested as of September 30, 2023 403,107 8.16

The total grant-date fair value of RSUs granted during the nine months ended September 30, 2023 was $ 2,130,040 .

The Company recorded stock-based compensation expense related to RSUs of $ 25,000 and $ 1,416,338 for the three and nine months ended September 30, 2023, respectively,

As of September 30, 2023, the Company had $ 3,290,875 in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 1.3 years.

Balance as of March 31, 2024 3,076,654 5.16

Vested and unissued as of March 31, 2024 58,434 5.85

Non-vested as of March 31, 2024 3,018,220 $ 5.16

The total grant-date fair value of RSUs granted during the three months ended March 31, 2024 was $ 2,999,432 .

For the three months ended March 31, 2024 and 2023, the Company recorded stock-based compensation expense related to RSUs of $ 1,184,394 and $ 429,675 , respectively.

On March 31, 2024, and December 31, 2023, the total unrecognized compensation related to unvested RSUs granted was $ 13,987,767 , and $ 12,602,662 , respectively, which is expected to be recognized over a weighted-average period of approximately 2.1 years.

Performance-based Stock Units

The fair value of performance-based restricted stock units (“PSUs”) is determined on the date of grant.

The Company records compensation expense in the unaudited Condensed Consolidated Statement of Operations and Comprehensive Income on a straight-line basis over the vesting period for PSUs.

The vesting period for employees and members of the Board of Directors ranges from one to four years .

Activity under PSUs during the three months ended March 31, 2024 was as follows:

PSUs Weighted-

Balance as of December 31, 2023 1,085,270 $ 5.16

Forfeited — —

Balance as of March 31, 2024 1,085,270 5.16

Vested and unissued as of March 31, 2024 — —

Non-vested as of March 31, 2024 1,085,270 $ 5.16

The total grant-date fair value of PSUs granted during the three months ended March 31, 2024 was $ 0 .

For the three months ended March 31, 2024 and 2023, the Company recorded stock-based compensation expense related to PSUs of $ 348,802 and $ 0 , respectively, which are included in accrued liabilities.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2024, and December 31, 2023, the total unrecognized compensation related to unvested PSUs granted was $ 5,178,365 , and $ 5,527,166 , respectively, which is expected to be recognized over a weighted-average period of approximately 3.8 years.

Operating Leases

4 unchanged sentences

Determining the lease term and amount of lease payments to include in the calculation of the right-of-use asset and lease obligations for leases containing options requires the use of judgment to determine whether the exercise of an option is reasonably certain and whether the optional period and payments should be included in the calculation of the associated right-of-use asset and lease obligation.

In making such judgment, the Company considers all relevant economic factors that would require whether to exercise or not exercise the option.

In making such determination, the Company considers all relevant economic factors that would require whether to exercise or not exercise the option.

The Company’s lease agreements generally do not provide an implicit borrowing rate.

2 unchanged sentences

The Company used estimated borrowing rates of 6 % on January 1, 2019 for all leases that commenced prior to that date for office spaces and transportation equipment.

The table below comprises operating lease expenses for the periods ended September 30, 2023 and 2022:

Loss on Lease Remeasurement

In March 2024, the Company reassessed the use of an office space for one entity.

As a result, the Company terminated the leased office space, which resulted in a loss of $ 7,306 recorded as loss from remeasurement of operating lease on the unaudited Condensed Consolidated Statement of Operations and Comprehensive Income during the three months ended March 31, 2024.

The table below comprises operating lease expenses for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, Nine Months Ended

September 30,

Components of total lease cost:

2023 2022 2023 2022

Operating lease expense $ 936,750 $ 756,245

1 unchanged sentence

Total lease cost - operating leases $ 1,405,624 $ 1,092,563

Lease Position as of September 30, 2023

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Lease Position as of March 31, 2024

Right-of-use assets and lease liabilities for the Company’s operating leases were recorded in the unaudited Condensed Consolidated Balance Sheets as follows:

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Lease right-of-use assets $ 9,125,733 $ 9,580,535

5 unchanged sentences

Total lease liability $ 9,556,245 $ 9,996,961

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Lease Terms and Discount Rate

The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s finance leases as of September 30, 2023:

The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s operating leases as of March 31, 2024:

Weighted average remaining lease term (in years) - operating leases 3.54

1 unchanged sentence

Undiscounted Cash Flows

Future minimum lease payments under the operating leases as of September 30, 2023 are as follows:

Future minimum lease payments under the operating leases as of March 31, 2024 were as follows:

2024, remaining $ 2,465,671

2 unchanged sentences

2027 1,294,407

2027 1,090,802

Thereafter 365,656

2 unchanged sentences

Present value of future minimum lease payments $ 9,556,245

Operating lease expense was approximately $ 697,050 and $ 960,807 for the three months ended September 30, 2023 and 2022, respectively.

Operating lease expense was approximately $ 2,319,282 and $ 2,380,857 for the nine months ended September 30, 2023 and 2022, respectively.

For the three months ended September 30, 2023, the Company made $ 697,050 of fixed cash payments related to operating leases and $ 782,808 related to finance leases.

For the three months ended September 30, 2022, the Company made $ 626,188 of fixed cash payments related to operating leases and $ 672,975 related to finance leases.

For the nine months ended September 30, 2023, the Company made $ 2,319,282 of fixed cash payments related to operating leases and $ 2,293,330 related to finance leases.

For the nine months ended September 30, 2022, the Company made $ 1,517,541 of fixed cash payments related to operating leases and $ 2,146,587 related to finance leases.

Finance Leases

The Company leases vehicles under non-cancelable finance lease agreements with a liability of $ 8,664,108 and $ 8,646,803 as of September 30, 2023 and December 31, 2022, respectively.

This includes accumulated depreciation expense of $ 10,701,206 and $ 7,096,966 as of September 30, 2023 and December 31, 2022, respectively.

Depreciation expense for the vehicles under non-cancelable lease agreements amounted to $ 1,195,719 and $ 873,713 for the three months ended September 30, 2023 and 2022, respectively.

Depreciation expense for the vehicles under non-cancelable lease agreements amounted to $ 2,822,982 and $ 2,391,989 for the nine months ended September 30, 2023 and 2022, respectively.

Operating lease expense was approximately $ 936,750 and $ 756,245 for the three months ended March 31, 2024 and 2023, respectively.

For the three months ended March 31, 2024, the Company made $ 928,986 of fixed cash payments related to operating leases and $ 969,588 related to finance leases.

For the three months ended March 31, 2023, the Company made $ 756,245 of fixed cash payments related to operating leases and $ 744,030 related to finance leases.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Finance Leases

The Company leases vehicles under non-cancelable finance lease agreements with a liability of $ 12,585,389 and $ 11,430,465 as of March 31, 2024 and December 31, 2023, respectively, and accumulated depreciation of $ 11,469,799 and $ 11,679,823 as of March 31, 2024 and December 31, 2023, respectively.

Depreciation expense for the vehicles under non-cancelable finance lease agreements amounted to $ 1,056,490 and $ 801,083 for the three months ended March 31, 2024 and 2023, respectively.

Gain on Lease Remeasurement

In June 2022, the Company reassessed its finance lease estimates relating to vehicle mileage and residual value.

As a result, the Company determined to purchase the vehicles at the end of the leases, which resulted in a gain of $ 1,400,000 recorded as gains from lease accounting on the unaudited Condensed Consolidated Statement of Operations and Comprehensive Income during the three months ended June 30, 2022.

The table below presents lease payments for the periods ended September 30, 2023 and 2022:

In March 2024, the Company returned two leased vehicles.

As a result, the Company terminated these leased vehicles, which resulted in a gain of $ 2,609 recorded as gain from remeasurement of finance leases on the unaudited Condensed Consolidated Statement of Operations and Comprehensive Income during the three months ended March 31, 2024.

Lease Payments

The table below presents lease payments for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, Nine Months Ended

September 30,

Components of total lease cost:

2023 2022 2023 2022

Finance lease payment $ 969,588 $ 744,030

1 unchanged sentence

Total lease payments $ 969,588 $ 744,030

Lease Position as of September 30, 2023

Lease Position as of March 31, 2024

Right-of-use assets and lease liabilities for the Company’s finance leases were recorded in the unaudited Condensed Consolidated Balance Sheets as follows:

September 30,

2024 December 31,

6 unchanged sentences

Total lease liability $ 12,585,389 $ 11,430,465

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Lease Terms and Discount Rate

The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s finance leases as of September 30, 2023:

The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s finance leases as of March 31, 2024:

Weighted average remaining lease term (in years) - finance leases 3.46

Weighted average discount rate - finance leases 5.58 %

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Undiscounted Cash Flows

Future minimum lease payments under the finance leases as of September 30, 2023 are as follows:

Future minimum lease payments under the finance leases as of March 31, 2024 are as follows:

Finance Leases

7 unchanged sentences

Present value of future minimum lease payments $ 12,585,389

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other income (expense)

The Company recognized $ 449,051 and $( 1,330,788 ) of other income (expense) for the three months ended September 30, 2023 and September 30, 2022, respectively, as set forth in the table below.

The Company recognized $ 715,589 and $ 3,007,029 of other income for the nine months ended September 30, 2023 and September 30, 2022, respectively, as follows:

Three Months Ended Nine Months Ended

September 30, September 30,

The Company recognized $( 152,984 ) and $ 853,927 of other income (expense) for the three months ended March 31, 2024 and 2023, respectively, as set forth in the table below.

Three Months Ended

Other income (expense)

Interest income (expense), net $ 346,376 $ 334,221 $ 1,677,420 $ 296,891

(Loss) gain on remeasurement of warrant liabilities — ( 1,831,947 ) — 1,137,070

Interest (expense) income, net $ ( 369,008 ) $ 809,172

Change in fair value of contingent liability 6,446 —

(Loss) gain on equity method investments ( 95,503 ) 93,371 ( 301,362 ) 99,840

Gain on remeasurement of finance leases 4,834 — 4,834 1,388,273

(Loss) gain on disposal of fixed assets ( 9,983 ) 42,667 ( 163,452 ) 42,667

ABC litigation — — ( 1,000,000 ) —

Loss on equity method investments ( 83,167 ) ( 115,286 )

Loss on remeasurement of operating and finance leases ( 4,697 ) —

Gain (loss) on disposal of fixed assets 52,835 ( 54,839 )

Other income 244,607 214,880

Total other income (expense) $ ( 152,984 ) $ 853,927

For the three months ended September 30, 2023, the Company recognized other income of $ 43,353 , inclusive of $ 924 from realized foreign exchange gain and rental income of $ 26 .

For the three months ended September 30, 2022, the Company recognized other income of $ 30,900 , inclusive of $ 777 from realized foreign exchange gain and rental income of $ 30,123 .

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2023, the Company recognized other income of $ 338,175 , inclusive of $ 6,697 from realized foreign exchange gain and rental income of $ 8,522 .

For the nine months ended September 30, 2022, the Company recognized other income of $ 42,288 , net of $( 18,883 ) from realized foreign exchange loss offset by rental income of $ 61,171 .

Related Party Transactions

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

Tendler Strategic & Legal Services PLLC provides legal services for the Company.

Tendler Strategic & Legal Services PLLC is owned by Ely D.

Tendler, the General Counsel and Secretary and a Director of the Company, and therefore is a related party.

The Company made legal payments to Ely D.

Tendler Strategic & Legal Services PLLC totaling $ 204,700 and $ 261,185 for the three months ended September 30, 2023 and 2022, respectively, and $ 674,970 and $ 704,593 for the nine months ended September 30, 2023 and 2022, respectively.

Included in accounts payable were $ 78,800 and $ 86,555 due to related parties as of September 30, 2023 and December 31, 2022, respectively.

As a result of the Company’s history of net operating losses, the Company had historically provided for a full valuation allowance against its deferred tax assets for assets that were not more-likely-than-not to be realized.

The Company’s income tax (provision) for the three months ended September 30, 2023 and 2022 were $( 4,526,767 ) and $( 401,916 ), respectively, and $( 2,041,843 ) and $( 1,163,755 ) for the nine months ended September 30, 2023 and 2022, respectively.

In determining the quarterly provision for income taxes, we use an estimated annual effective tax rate adjusted for discrete items.

This rate is based on our expected annual income, statutory tax rates, and best estimates of non-taxable and non-deductible income and expense items.

The Company established a 401(k) plan in January 2022 that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code.

employees that complete two months of service with the Company are eligible to participate in the plan.

The Company did not make any employer contributions to this plan as of September 30, 2023.

Legal Proceedings

From time to time, the Company may be involved as a defendant in legal actions that arise in the normal course of business.

In the opinion of management, the Company has adequate legal defense on all legal actions, and the results of any such proceedings would not materially impact the Consolidated Financial Statements of the Company.

The Company provides disclosure and records loss contingencies in accordance with the loss contingencies accounting guidance.

In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated.

If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the Consolidated Financial Statements.

As of December 31, 2022, the Company recorded a liability of $ 1,000,000 , which represents an amount for an agreed settlement of various class-based claims, both actual and potential, under California state law, as described below.

Stephanie Zamora, Jascha Dlugatch, et al.

Ambulnz Health, LLC, et al.

was filed in the Los Angeles Superior Court on October 11, 2018, and the complaint alleged wage and hour violations pursuant to California’s Private Attorneys’ General Act of 2004 (“PAGA”).

On February 24, 2020, this case was consolidated with Jascha Dlugatch, et.

Ambulnz Health, LLC (the “Consolidated Complaint”), another lawsuit filed in the Los Angeles Superior Court.

On May 6, 2021, the parties attended mediation and settled the claims pled in the Consolidated Complaint on a class-wide and PAGA basis in exchange for a proposed $ 1,000,000 payment by the defendant parties, inclusive of administrative costs and fees.

On September 9, 2022, the Los Angeles Superior Court preliminarily approved the proposed settlement, which was paid in July 2023.

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Risk and Uncertainties

COVID-19 Risks, Impacts and Uncertainties

The spread of COVID-19 and the related shutdowns and restrictions had a mixed impact on the Company’s business.

In the ambulance transportation business, which predominantly comprises non-emergency medical transportation, the Company initially saw a decline in volumes from historical and expected levels, as elective surgeries and other procedures were postponed.

In some of the Company’s larger markets, such as New York and California, there were declines in the volume of transports completed by the Company (“trips”).

In addition, the Company experienced lost revenues associated with sporting, concerts and other events, as those events were cancelled or significantly restricted (or entirely eliminated) the number of permitted attendees.

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

There were two areas in which the Company initially experienced positive business impacts from COVID-19.

In April and May 2020, the Company participated in an emergency project with Federal Emergency Management Agency (“FEMA”) in the New York City area.

This engagement resulted in incremental transportation revenue.

In addition, in response to the need for widespread COVID-19 testing, emergency medical technicians (“EMTs”) and paramedics, the Company formed a new subsidiary, 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 Services segment.

As COVID-19 testing activity slowed to account for a minor portion of the Company’s revenues, RRT expanded its services beyond COVID-19 testing to a wide variety of tests, vaccinations and other procedures.

The Company’s current business plan assumes increased demand for Mobile Health Services.

Demand for such services was accelerated by the pandemic, but is also being driven by longer-term secular factors, such as the increasing desire on the part of patients to receive treatments outside of traditional settings, such as doctor’s offices and hospitals.

Subsequent Events

Legal Services

Tendler is compensated for his services to the Company as General Counsel and Secretary through payments to Ely D.

Tendler Strategic & Legal Services PLLC ("EDTSLS"), a law firm owned by Mr.

All payments made to EDTSLS by the Company were for Mr.

Tendler's services to the Company as General Counsel and Secretary.

No other services were provided by EDTSLS to the Company.

The Company's payments to EDTSLS for Mr.

Tendler's services totaled $ 253,250 and $ 234,230 for the three months ended March 31, 2024 and 2023, respectively.

Included in accrued liabilities were $ 52,050 and $ 0 due to related parties as of March 31, 2024 and December 31, 2023 , respectively related to legal services.

Subcontractor Services

Pridestaff provides subcontractor services to the Company.

Pridestaff is owned by a former operations manager of the Company and his spouse, and therefore, is a related party.

The Company made subcontractor payments to PrideStaff totaling $ 66,011 and $ 93,311 for the three months ended March 31, 2024 and 2023, respectively.

Included in accounts payable and accrued liabilities were $ 65,611 and $ 0 due to related parties as of March 31, 2024 and December 31, 2023 , respectively related to subcontractor services.

Transition Services Agreement

1 unchanged sentence

Pursuant to the Transition Agreement, Mr.

Capone will continue to serve as a consultant to the Company until March 15, 2024 (such period, the “Consulting Period”) to advise on matters relating to business continuity and processes and transition his institutional knowledge with respect to operational and other departmental functions.

Capone served as a consultant to the Company until March 15, 2024 (such period, the “Consulting Period”) to advise on matters relating to business continuity and processes and transition his institutional knowledge with respect to operational and other departmental functions.

As compensation for his services during the Consulting Period, and subject to his compliance with the Transition Agreement, including the execution and non-revocation of a general release of claims in favor of the Company, Mr.

Capone will receive a monthly consulting fee of $ 45,000 and subsidized premiums for continued group health plan coverage for the duration of the Consulting Period.

Capone received a monthly consulting fee of $ 45,000 and subsidized premiums for continued group health plan coverage

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

for the duration of the Consulting Period.

Capone will not receive new equity awards or incentive compensation under the Company’s equity incentive compensation program during the Consulting Period.

1 unchanged sentence

Capone will be bound by and comply with certain restrictive covenants.

Line of Credit

On October 19, 2023, the Company made a draw of $ 25,000,000 under its Revolving Facility.

Letter of Credit

On October 20, 2023, the Company obtained an unconditional and irrevocable letter of credit from a financial institution in the amount of $ 1,080,000 .

The letter of credit expires on the one-year anniversary of the closing date, or October 20, 2024, and is renewed automatically for successive one-year periods, unless earlier terminated by the institution.

The Company made payments to Anthony Capone totaling $ 135,000 and $ 0 for the three months ended March 31, 2024 and 2023, respectively.

Included in accounts payable were $ 45,000 and $ 45,000 due to related parties as of March 31, 2024 and December 31, 2023 , respectively related to this Transition Agreement.

Consulting Agreement

On March 7, 2024, the Company entered into a separation and consulting agreement (the "Consulting Agreement") with Stan Vashovsky, who retired as a director and Chair of the Board effective March 31, 2024.

Pursuant to the Consulting Agreement, Mr.

Vashovsky will continue to serve as a consultant to the Company until March 31, 2025 (such period, the “Consulting Period”).

During the Consulting Period, Mr.

Vashovsky will provide advisory services as may be requested from time to time by the Company’s executive officers or the Board and assist with maintaining the Company’s existing customer and investor relationships and, as consideration for his services, receive an equity grant during each quarter of the Consulting Period having a grant date fair value of approximately $ 35,000 .

In consideration for a release of claims, Mr.

Vashovsky will also be eligible to receive Company-subsidized healthcare coverage for the duration of the Consulting Period.

The Consulting Agreement further acknowledges and affirms that Mr.

Vashovsky will be bound by and comply with certain restrictive covenants.

There were no amounts included in accounts payable and accrued liabilities as of March 31, 2024 and December 31, 2023, related to the Consulting Agreement.

The Company’s (provision for) benefit from income taxes for the three months ended March 31, 2024 and 2023 were $( 5,119,004 ) and $ 2,129,870 , respectively.

In determining the quarterly provision for income taxes, the Company uses an estimated annual effective tax rate adjusted for discrete items.

This rate is based on the Company's expected annual income, statutory tax rates and best estimates of non-taxable and non-deductible income and expense items.

The Company established a 401(k) plan in January 2022 that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code.

employees that complete two months of service with the Company are eligible to participate in the plan.

The Company did not make any employer contributions to this plan as of March 31, 2024.

Legal Proceedings

From time to time, the Company may be involved as a defendant in legal actions that arise in the normal course of business.

In the opinion of management, the Company has adequate legal defense on all legal actions, and the results of any such proceedings would not materially impact the unaudited Condensed Consolidated Financial Statements of the Company.

The Company provides disclosure and records loss contingencies in accordance with the loss contingencies accounting guidance.

In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated.

If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the unaudited Condensed Consolidated Financial Statements.

On October 27, 2023, Joe Naclerio, individually and purportedly on behalf of all others similarly situated, filed a putative class action complaint for violation of federal securities laws in the U.S.

District Court for the Southern District of New York against the Company, its Chairman, current and former Chief Executive Officers, and current and former Chief

District Court for the Southern District of New York against the Company, its then-Chairman and former Chief Executive Officer, another former Chief Executive Officer, current Chief Financial Officer and former Chief Financial Officer (who currently serves as Executive Vice President of Strategy).

On January 17, 2024, the Court appointed the Genesee County Employees’ Retirement System as the Lead Plaintiff.

On March 18, 2024, the Lead Plaintiff filed an amended complaint against the Company, its now former

and Subsidiaries

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Financial Officers.

The complaint alleges that the Company violated various securities laws, and seeks class certification, damages, interest, attorneys’ fees, and other relief.

Chairman and Chief Executive Officer, another former Chief Executive Officer and former Chief Financial Officer (who currently serves as Executive Vice President of Strategy).

Due to the early stage of this proceeding, the Company cannot reasonably estimate the potential range of loss, if any.

The Company disputes the allegations of wrongdoing and intends to defend itself vigorously in this matter.

Risk and Uncertainties

Risks, Impacts and Uncertainties

The Company’s current business plan assumes increased demand for Mobile Health Services.

Government Contracts

In recent years, the Company’s government contract work has represented a substantial portion of its overall revenue, and maintaining and continuing to grow this revenues stream is an important part of the Company’s growth strategy.

However, government contract work is subject to risks and uncertainties.

Government contract work subjects the Company to government audits, investigations and proceedings, which could also lead to the Company to being barred from government work or subjected to fines if it is determined that a statute, rule, regulation, policy or contractual provision has been violated.

Audits can also lead to adjustments to the amount of contract costs that the Company believes are reimbursable or to the ultimate amount the Company may be paid under the agreement.

Furthermore, a loss of government contract work, if not offset by revenues from new or other existing customers, could have a material adverse effect on the Company’s business, financial condition, and results of operations.

Subsequent Events

The Company evaluated subsequent events through the date of this filing and concluded there were no material subsequent events requiring adjustment to or disclosure in these unaudited Condensed Consolidated Financial Statements.

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 1. Financial Statements