Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-39618 | |
Entity Registrant Name | DocGo Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2515483 | |
Entity Address, Address Line One | 35 West 35th Street | |
Entity Address, Address Line Two | Floor 6 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | (844) | |
Local Phone Number | 443-6246 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | DCGO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 101,565,541 | |
Entity Central Index Key | 0001822359 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 41,244,446 | $ 59,286,147 |
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 |
Prepaid expenses and other current assets | 10,759,696 | 17,499,953 |
Total current assets | 335,131,579 | 338,869,562 |
Property and equipment, net | 16,315,633 | 16,835,484 |
Intangibles, net | 36,764,034 | 37,682,928 |
Goodwill | 47,489,759 | 47,539,929 |
Restricted cash | 17,649,417 | 12,931,839 |
Operating lease right-of-use assets | 9,125,733 | 9,580,535 |
Finance lease right-of-use assets | 13,385,131 | 12,003,919 |
Equity method investments | 470,406 | 553,573 |
Deferred tax assets | 11,945,760 | 11,888,539 |
Other assets | 2,407,665 | 2,565,649 |
Total assets | 490,685,117 | 490,451,957 |
Current liabilities: | ||
Accounts payable | 25,628,149 | 19,827,258 |
Accrued liabilities | 70,178,256 | 91,340,609 |
Line of credit | 30,000,000 | 25,000,000 |
Notes payable, current | 26,367 | 28,131 |
Due to seller | 7,819,147 | 7,823,009 |
Contingent consideration | 19,781,737 | 19,792,982 |
Operating lease liability, current | 2,835,458 | 2,773,020 |
Finance lease liability, current | 3,866,929 | 3,534,073 |
Total current liabilities | 160,136,043 | 170,119,082 |
Notes payable, non-current | 33,726 | 41,586 |
Operating lease liability, non-current | 6,720,787 | 7,223,941 |
Finance lease liability, non-current | 8,718,460 | 7,896,392 |
Total liabilities | 175,609,016 | 185,281,001 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock ($0.0001 par value; 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 |
Additional paid-in-capital | 320,135,875 | 320,693,866 |
Accumulated deficit | (10,166,861) | (21,394,310) |
Accumulated other comprehensive income | 1,344,771 | 1,484,905 |
Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries | 311,324,082 | 300,794,867 |
Noncontrolling interests | 3,752,019 | 4,376,089 |
Total stockholders’ equity | 315,076,101 | 305,170,956 |
Total liabilities and stockholders’ equity | $ 490,685,117 | $ 490,451,957 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 6,319,441 | $ 6,276,454 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 102,961,495 | 104,055,168 |
Common stock, shares outstanding (in shares) | 102,961,495 | 104,055,168 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues, net | $ 192,087,529 | $ 113,002,703 |
Expenses: | ||
Cost of revenues (exclusive of depreciation and amortization, which is shown separately below) | 124,808,914 | 81,226,498 |
Operating expenses: | ||
General and administrative | 40,181,035 | 29,220,317 |
Depreciation and amortization | 4,182,781 | 3,649,329 |
Legal and regulatory | 4,313,503 | 3,638,321 |
Technology and development | 2,388,919 | 1,863,579 |
Sales, advertising and marketing | 337,010 | 307,246 |
Total expenses | 176,212,162 | 119,905,290 |
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 | 0 |
Loss on equity method investments | (83,167) | (115,286) |
Loss on remeasurement of operating and finance leases | (4,697) | 0 |
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 (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) |
Other comprehensive income | ||
Foreign currency translation adjustment | (140,134) | 243,658 |
Total comprehensive income (loss) | $ 11,087,315 | $ (3,222,012) |
Net income (loss) per share attributable to DocGo Inc. and Subsidiaries - Basic (in dollars per share) | $ 0.11 | $ (0.03) |
Weighted-average shares outstanding - Basic (in shares) | 103,818,362 | 102,579,291 |
Net income (loss) per share attributable to DocGo Inc. and Subsidiaries - Diluted (in dollars per share) | $ 0.10 | $ (0.03) |
Weighted-average shares outstanding - Diluted (in shares) | 108,506,435 | 102,579,291 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) | Total | Common Stock | Additional Paid-in- Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2022 | 102,411,162 | |||||
Beginning balance at Dec. 31, 2022 | $ 278,927,391 | $ 10,241 | $ 301,451,435 | $ (28,972,216) | $ 741,206 | $ 5,696,725 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 96,101 | |||||
Exercise of stock options | 249,715 | $ 10 | 249,705 | |||
UK Ltd. restricted stock | 167,175 | 167,175 | ||||
Stock bases compensation (in shares) | 424,911 | |||||
Stock-based compensation | 8,181,591 | $ 42 | 8,181,549 | |||
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 (loss) attributable to stockholders of DocGo Inc. and Subsidiaries | (3,465,670) | (3,465,670) | ||||
Ending balance (in shares) at Mar. 31, 2023 | 102,932,174 | |||||
Ending balance at Mar. 31, 2023 | $ 283,921,024 | $ 10,293 | 310,049,864 | (32,367,602) | 984,864 | 5,243,605 |
Beginning balance (in shares) at Dec. 31, 2023 | 104,055,168 | 104,055,168 | ||||
Beginning balance at Dec. 31, 2023 | $ 305,170,956 | $ 10,406 | 320,693,866 | (21,394,310) | 1,484,905 | 4,376,089 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 0 | |||||
Common stock repurchased (in shares) | (1,255,614) | |||||
Common stock repurchased | $ (4,877,559) | $ (126) | (4,877,433) | |||
Stock bases compensation (in shares) | 165,688 | |||||
Stock-based compensation | 4,340,405 | $ 17 | 4,340,388 | |||
Shares withheld for taxes (in shares) | (3,747) | |||||
Shares withheld for taxes | (20,946) | (20,946) | ||||
Net loss attributable to noncontrolling interests | (624,070) | (624,070) | ||||
Foreign currency translation | (140,134) | (140,134) | ||||
Net income (loss) attributable to stockholders of DocGo Inc. and Subsidiaries | $ 11,227,449 | 11,227,449 | ||||
Ending balance (in shares) at Mar. 31, 2024 | 102,961,495 | 102,961,495 | ||||
Ending balance at Mar. 31, 2024 | $ 315,076,101 | $ 10,297 | $ 320,135,875 | $ (10,166,861) | $ 1,344,771 | $ 3,752,019 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
CASH FLOWS FROM 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 | |
Amortization of intangible assets | 1,694,983 | 1,365,636 | |
Amortization of finance lease right-of-use assets | 1,056,490 | 801,083 | |
(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 | |
Loss on remeasurement of operating and finance leases | 4,697 | 0 | |
Gain on liquidation of business | 0 | 70,284 | |
Change in fair value of contingent liability | (6,446) | 0 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (22,401,596) | (24,668,050) | |
Prepaid expenses and other current assets | 6,728,337 | (174,059) | |
Other assets | (62,016) | 274,683 | |
Accounts payable | 5,800,891 | (2,581,796) | |
Accrued liabilities | (20,810,287) | (1,471,551) | |
Net cash used in operating activities | (10,639,744) | (23,117,951) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of property and equipment | (951,702) | (1,976,075) | |
Acquisition of intangibles | (773,039) | (1,405,444) | |
Acquisition of businesses | 0 | 1,574,604 | |
Proceeds from disposal of property and equipment | 25,000 | 117,420 | |
Net cash used in investing activities | (1,699,741) | (1,689,495) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from revolving credit line | 45,000,000 | 0 | |
Repayments of revolving credit line | (40,000,000) | 0 | |
Repayments of notes payable | (9,624) | (129,370) | |
Due to seller | (3,862) | (11,494,549) | |
Proceeds from exercise of stock options | 0 | 416,890 | |
Payments for taxes related to shares withheld for employee taxes | (20,946) | 0 | |
Common stock repurchased | (4,877,559) | 0 | |
Payments on obligations under finance lease | (969,588) | (744,030) | |
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 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 | $ 164,109,074 |
Cash and restricted cash at end of period | 58,893,863 | 127,518,718 | 72,217,986 |
Supplemental disclosure of cash and non-cash transactions: | |||
Cash paid for interest | 448,057 | 32,827 | |
Cash paid for interest on finance lease liabilities | 181,883 | 126,584 | |
Cash paid for income taxes | 557,598 | 40,050 | |
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 | 0 | |
Fixed assets acquired in exchange for notes payable | 0 | 150,079 | |
Supplemental non-cash investing activity: | |||
Acquisition of business funded by acquisition payable | 0 | 19,473,805 | |
Reconciliation of cash and restricted cash | |||
Cash | 41,244,446 | 120,056,897 | 59,286,147 |
Restricted cash | 17,649,417 | 7,461,821 | |
Total cash and restricted cash shown in statement of cash flows | $ 58,893,863 | $ 127,518,718 | $ 72,217,986 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Description of Organization and Business Operations Background 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 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. 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. This amount consisted of (i) $43,400,000 of cash held in the Company’s trust account established in connection with its initial public offering, net of the Company’s transaction costs and underwriters’ fees of $9,600,000, and (ii) $114,600,000 of cash from the sale of shares of Common Stock to certain investors at a price of $10.00 per share in a private placement that closed concurrently with the Business Combination (the “PIPE Financing”), net of $10,400,000 in transaction costs in connection with the PIPE Financing. These transaction costs consisted of banking, legal and other professional fees, which were recorded as a reduction to additional paid-in capital. Ambulnz was originally formed in Delaware on June 17, 2015 as Ambulnz, LLC, a limited liability company. On November 1, 2017, with an effective date of January 1, 2017, Ambulnz converted its legal structure from a limited liability company to a C-corporation and changed its name to Ambulnz, Inc. Ambulnz is the sole owner of Ambulnz Holdings, LLC (“Holdings”), which was formed in the state of Delaware on August 5, 2015 as a limited liability company. Holdings is the owner of multiple operating entities incorporated in various states in the U.S. as well as within England and Wales, U.K. The Business 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2023. The Consolidated Balance Sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date but does not include all disclosures including notes required by U.S. GAAP. Principles of Consolidation The unaudited Condensed Consolidated Financial Statements include the accounts and operations of DocGo Inc. and its subsidiaries. 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 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. GAAP (the “Reverse Recapitalization”). Under this method of accounting, the Company was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Ambulnz stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Ambulnz. The shares and corresponding capital amounts and earnings per share available for common stockholders prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio (645.1452 to 1) established in the Business Combination. Further, Ambulnz 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. 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. Foreign Currency The Company’s functional currency is the U.S. dollar. The functional currency of our foreign operation is the British pound. 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 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; the disclosure of contingent assets and liabilities in its financial statements; and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s financial statements relate to revenue recognition related to the allowance for doubtful accounts, stock-based compensation, calculations related to the incremental borrowing rate for the Company’s lease agreements, estimates related to ongoing lease terms, software development costs, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, business combinations, reserve for losses within the Company’s insurance deductibles, income taxes and deferred income tax. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations could be adversely affected. Self-Insurance Reserves The Company self-insures a number of risks, including, but not limited to, workers’ compensation, general liability, auto liability and certain employee-related healthcare benefits. Standard actuarial procedures and data analysis are used to estimate the liabilities associated with these risks on an undiscounted basis. The recorded liabilities reflect the ultimate cost for claims incurred but not paid and any estimable administrative run-out expenses related to the processing of these outstanding claim payments. On a regular basis, the liabilities are evaluated for appropriateness with claims reserve valuations. To limit exposure to some risks, the Company maintains insurance coverage with varying limits and retentions, including stop-loss insurance coverage for workers’ compensation, general liability and auto liability. Concentration of Credit Risk and Off-Balance Sheet Risk The Company is potentially subject to concentration of credit risk with respect to its cash, cash equivalents and restricted cash, which the Company attempts to minimize by maintaining cash, cash equivalents and restricted cash with institutions of sound financial quality. At times, cash balances may exceed limits federally insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the funds are held. The Company has no financial instruments with off-balance sheet risk of loss. Major Customers The Company had one customer that accounted for approximately 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. Major Vendor 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. Reclassifications Certain reclassifications of amounts previously reported have been made to the accompanying unaudited Condensed Consolidated Financial Statements to maintain consistency between periods presented. The reclassifications had no impact on previously reported net income or retained earnings. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. The Company maintains most of its cash and cash equivalents with financial institutions in the U.S. The Company’s accounts at financial institutions in the U.S. are insured by the FDIC and are in excess of FDIC insured limits. 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 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. Liabilities associated with the risks that are retained by the Company within its high deductible limits are not discounted and are estimated, in part, by considering claims experience, exposure and severity factors and other actuarial assumptions. The Company has commercial insurance in place for catastrophic claims above its deductible limits. ARM Insurance, Inc., a Vermont-based wholly owned captive insurance subsidiary of the Company, charges the operating subsidiaries premiums to insure the retained workers’ compensation, automobile liability, general liability and professional liability exposures. Pursuant to Vermont insurance regulations, ARM Insurance, Inc. maintains certain levels of cash and cash equivalents related to its self-insurance exposures. The Company also maintains certain cash balances related to its insurance programs, which are held in a self-depleting trust and restricted as to withdrawal or use by the Company other than to pay or settle self-insured claims and costs. These amounts are reflected in “Restricted cash” in the accompanying unaudited Condensed Consolidated Balance Sheets. Fair Value of Financial Instruments ASC 820, Fair Value Measurements , provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs 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. 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. 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 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 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. Billings typically are either paid or settled on the patient’s behalf by health insurance providers, managed care organizations, treatment facilities, government sponsored programs or businesses or patients directly. Accounts receivable are net of insurance provider contractual allowances, which are estimated at the time of billing based on contractual terms or other arrangements. Accounts receivable are periodically evaluated for collectability based on past credit history with payors and their current financial condition. Changes in the estimated collectability of accounts receivable are recorded in the results of operations for the period in which the estimate is revised. Accounts receivable deemed uncollectible are offset against the allowance for uncollectible accounts. The Company generally does not require collateral for accounts receivable . Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. When an item is sold or retired, the costs and related accumulated depreciation or amortization are eliminated, and the resulting gain or loss, if any, is recorded in operating expenses in the unaudited Condensed Consolidated Statement of Operations and Comprehensive Income. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets. A summary of estimated useful lives is as follows: Estimated Useful Life Buildings 39 years Office equipment and furniture 3 years Vehicles 5-8 years Medical equipment 5 years Leasehold improvements Shorter of useful life of asset or lease term Expenditures for repairs and maintenance are expensed as incurred. Expenditures that improve an asset or extend its estimated useful life are capitalized. Software Development Costs Costs incurred during the preliminary project stage, maintenance costs and routine updates and enhancements of products are expensed as incurred. The Company capitalizes software development costs intended for internal use in accordance with ASC 350-40, Internal-Use Software . Costs incurred in developing the application of its software and costs incurred to upgrade or enhance product functionalities are capitalized when it is probable that the expenses would result in future economic benefits to the Company and the functionalities and enhancements are used for their intended purpose. Capitalized software costs are amortized over its useful life. Estimated useful 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 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. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement-period adjustments. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: (1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or (2) if the contingent consideration is classified as a liability, the changes in fair value are recognized in earnings. For transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. The Company capitalizes acquisition-related costs and fees associated with asset acquisitions and immediately expenses acquisition-related costs and fees associated with business combinations. The estimated fair value of net assets to be acquired, including the allocation of the fair value to identifiable assets and liabilities, is determined using established valuation techniques. Management uses assumptions based on historical knowledge of the business and projected financial information of the target. These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of management, and such variations may be significant to estimated values. Impairment of Long-Lived Assets The Company evaluates the recoverability of the recorded amount of long-lived assets, primarily property and equipment and finite-lived intangible assets, whenever events or changes in circumstance indicate that the recorded amount of an asset may not be fully recoverable. An impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount. If an asset is determined to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. Assets targeted for disposal are reported at the lower of the carrying amount or fair value less cost to sell. Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the total purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. Goodwill and indefinite-lived intangible assets are not amortized but are tested for impairment at the reporting unit level annually on December 31 or more frequently if events or changes in circumstances indicate that it is more likely than not to be impaired. These events include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of the Company’s financial performance; or (iv) a sustained decrease in the Company’s market capitalization, as indicated by its publicly quoted share price, below its net book value. Line of Credit 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. 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 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 months ended March 31, 2024 and 2023 refer to Note 16. Revenue Recognition On January 1, 2019, the Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”). To determine revenue recognition for contractual arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify each contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when (or as) the relevant performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services the Company provides to the customer. The Company generates revenues from the provision of (1) 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 estimated contractual allowances for claims subject to contracts with responsible paying entities. The Company estimates contractual allowances at the time of billing based on contractual terms, historical collections or other arrangements. All transaction prices are fixed and determinable, which includes a fixed base rate, fixed mileage rate and an evaluation of historical collections by each payor. Nature of Our Services Revenue is primarily derived from: i. 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. 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. ii. Transportation Services : These services encompass both emergency response and non-emergency transport services. Non-emergency transport services include ambulance transports and wheelchair transports. Net revenue from Transportation Services is derived from the transportation of patients based on billings to third party payors and healthcare facilities. 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 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. 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 Mobile Health Services, the customer also generally simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled. Therefore, the Company satisfies performance obligations at the same time. For certain Mobile Health Services that have a fixed fee arrangement and are provided over time, revenue is recognized over time as the services are provided to the customer. 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. In the following table, revenues are disaggregated as follows: Revenue Breakdown Three Months Ended 2024 2023 Primary Geographical Markets United States $ 179,110,846 $ 98,909,521 United Kingdom 12,976,683 14,093,182 Total revenues $ 192,087,529 $ 113,002,703 Major Segments/Service Lines Mobile Health Services $ 143,941,158 $ 72,946,757 Transportation Services 48,146,371 40,055,946 Total revenues $ 192,087,529 $ 113,002,703 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. The Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company accounts for forfeitures as they occur. 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. Earnings per Share Earnings per share represents the net income attributable to stockholders divided by the weighted-average number of shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock during the reporting periods. Potential dilutive Common Stock equivalents consist of the incremental shares of Common Stock issuable upon exercise of warrants and the incremental shares issuable upon conversion of stock options. In reporting periods in which the Company has a net loss, the effect 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: Three Months Ended 202 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net as of March 31, 2024 and December 31, 2023 are as follows: March 31, December 31, Transportation equipment $ 17,493,078 $ 17,438,072 Medical equipment 7,623,138 7,104,161 Office equipment and furniture 3,916,431 3,701,657 Leasehold improvements 756,577 709,619 Buildings 527,284 527,283 Land 37,800 37,800 30,354,308 29,518,592 Less: Accumulated depreciation (14,038,675) (12,683,108) Property and equipment, net $ 16,315,633 $ 16,835,484 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
Acquisition of Businesses | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition of Businesses | Acquisition of Businesses 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 $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. 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. Ryan Bros. 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. 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. Location Medical Services, LLC On December 9, 2022, Holdings, through UK Ltd., acquired 100% of the outstanding shares of common stock of LMS. The aggregate purchase price consisted of $302,450 in cash consideration. 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 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. The closing consideration of $10,000,000 consisted of $9,000,000 in cash and $1,000,000 worth of shares of Common Stock issued in a private placement transaction. A further probable consideration of $15,822,190 is to be paid out over 36 months following the closing of the transaction for the remaining 49% equity of CRMS, based on CRMS’ attainment of full-year EBITDA targets. $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 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 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: FMC NA CRMS LMS Ryan Brothers Exceptional Total Consideration: Cash consideration $ 4,000,000 $ 9,000,000 $ 302,450 $ 7,422,252 $ 6,375,000 $ 27,099,702 Stock consideration 3,000,000 1,000,000 — — — 4,000,000 Due to seller — — 11,279,201 — 6,000,000 17,279,201 Amounts held under an escrow account — — — — 1,333,333 1,333,333 Contingent liability — 15,822,190 2,475,540 4,000,000 1,080,000 23,377,730 Total consideration $ 7,000,000 $ 25,822,190 $ 14,057,191 $ 11,422,252 $ 14,788,333 $ 73,089,966 Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ — $ 1,574,604 $ 5,404,660 $ 620,548 $ 299,050 $ 7,898,862 Accounts receivable — 2,033,533 623,635 5,844,494 3,785,490 12,287,152 Other current assets — 293,478 134,216 136,157 — 563,851 Property, plant and equipment — — 519,391 2,125,134 2,450,900 5,095,425 Intangible assets — 15,930,000 2,419,600 387,550 125,000 18,862,150 Total identifiable assets acquired — 19,831,615 9,101,502 9,113,883 6,660,440 44,707,440 Accounts payable — 28,978 40,447 44,911 — 114,336 Due to seller — 2,448,460 — 5,844,494 4,084,540 12,377,494 Other current liabilities — 174,177 1,012,992 286,792 — 1,473,961 Total liabilities assumed — 2,651,615 1,053,439 6,176,197 4,084,540 13,965,791 Noncontrolling interests 2,567,037 — — — — 2,567,037 Goodwill — 8,642,190 6,009,128 8,484,566 12,212,433 35,348,317 Additional paid-in-capital 4,432,963 — — — — 4,432,963 Total purchase price $ 7,000,000 $ 25,822,190 $ 14,057,191 $ 11,422,252 $ 14,788,333 $ 73,089,966 There were no new acquisitions for the three months ended March 31, 2024. 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 Sa
ABC Transaction and Held for Sale | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ABC Transaction and Held for Sale | 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. Prior to commencing the ABC, Health ceased business operations and all of its employees were terminated and treated in accordance with California law. In the ABC, all of Health’s assets were transferred to the Assignee, who acted as a fiduciary for creditors and in a capacity equivalent to that of a bankruptcy trustee. The Assignee was responsible for liquidating the assets. Similar to a bankruptcy case, there was a claims process. Creditors of Health received notice of the ABC and a proof of claim form and were required to submit a proof of claim in order to participate in distribution of net liquidation proceeds by the Assignee. As of December 31, 2022, Health met the criteria to be classified as held for sale. As 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. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The Company recorded an aggregate of $8,642,190 in goodwill in connection with its acquisitions in the year ended December 31, 2023. $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 Currency translation adjustment (50,170) Balance as of March 31, 2024 $ 47,489,759 |
Intangibles
Intangibles | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | Intangibles Intangible assets consisted of the following as of March 31, 2024 and December 31, 2023: March 31, 2024 Estimated Useful Gross Carrying Additions Accumulated Net Carrying Patents 15 years $ 83,784 $ — $ (16,988) $ 66,796 Computer software 5 years 247,828 — (238,007) 9,821 Operating licenses Indefinite 9,399,004 — — 9,399,004 Internally developed software 4-5 years 10,078,087 793,240 (9,702,883) 1,168,444 Material contracts Indefinite 62,550 — — 62,550 Customer relationships 8-9 years 28,337,524 (17,474) (4,126,814) 24,193,236 Trademark 8 years 343,747 (2,727) (56,837) 284,183 Non-compete agreements 5 years 100,000 — (20,000) 80,000 Trade credits 5 years 1,500,000 — — 1,500,000 $ 50,152,524 $ 773,039 $ (14,161,529) $ 36,764,034 December 31, 2023 Estimated Useful Gross Carrying Additions Accumulated Net Carrying Patents 15 years $ 62,823 $ 20,961 $ (15,592) $ 68,192 Computer software 5 years 247,828 — (235,967) 11,861 Operating licenses Indefinite 8,799,004 600,000 — 9,399,004 Internally developed software 4-5 years 8,284,058 1,794,029 (8,821,563) 1,256,524 Material contracts Indefinite 62,550 — — 62,550 Customer relationships 8-9 years 12,397,954 15,939,570 (3,334,925) 25,002,599 Trademark 8 years 326,646 17,101 (46,549) 297,198 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 $(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 $1,694,983 and $1,365,636 for the three months ended March 31, 2024 and 2023, respectively. Future amortization expense at March 31, 2024 for the next five years and in the aggregate are as follows: Amortization 2024, remaining $ 2,956,034 2025 3,897,755 2026 3,247,408 2027 3,246,694 2028 3,230,233 Thereafter 9,224,356 Total $ 25,802,480 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, Accrued subcontractors $ 19,039,490 $ 37,858,755 Accrued general expenses 19,644,487 27,001,232 Accrued workers' compensation and other insurance liabilities 14,825,588 12,881,902 Accrued payroll 8,070,291 6,464,192 Accrued bonus 6,096,800 4,784,005 Other current liabilities 2,501,600 2,350,523 Total accrued liabilities $ 70,178,256 $ 91,340,609 |
Line of Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Line of Credit | Line of Credit 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”). The Revolving Facility includes the ability for the Company to request an increase to the commitment by an additional amount of up to $50,000,000, though no Lender (nor the Lenders collectively) is obligated to increase its respective commitments. Borrowings under the Revolving Facility bear interest at a per annum rate equal to: (i) at the Company’s option, (x) the base rate or (y) the adjusted term SOFR rate, plus (ii) the applicable margin. The applicable margins are based on the Company’s consolidated net leverage ratio, adjusted on a quarterly basis. The initial applicable margins are 1.25% for an adjusted term SOFR loan and 0.25% for a base rate loan and will be updated based on the Company's consolidated net leverage ratio. 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 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. The Company has various loans with finance companies with monthly installments aggregating $2,864 , inclusive of interest ranging from 2.5% through 7.5% . The loan notes mature at various times through 2026 and are secured by transportation equipment. The following table summarizes the Company’s notes payable: March 31, December 31, Equipment and financing loans payable, between 2.5% and 7.5% interest and maturing between June 2024 and August 2026 $ 60,093 $ 69,717 Total notes payable 60,093 69,717 Less: current portion of notes payable 26,367 28,131 Total non-current portion of notes payable $ 33,726 $ 41,586 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 2025 25,781 2026 14,331 Total maturities 60,093 Current portion of notes payable (26,367) Long-term portion of notes payable $ 33,726 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Notes Payable | Line of Credit 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”). The Revolving Facility includes the ability for the Company to request an increase to the commitment by an additional amount of up to $50,000,000, though no Lender (nor the Lenders collectively) is obligated to increase its respective commitments. Borrowings under the Revolving Facility bear interest at a per annum rate equal to: (i) at the Company’s option, (x) the base rate or (y) the adjusted term SOFR rate, plus (ii) the applicable margin. The applicable margins are based on the Company’s consolidated net leverage ratio, adjusted on a quarterly basis. The initial applicable margins are 1.25% for an adjusted term SOFR loan and 0.25% for a base rate loan and will be updated based on the Company's consolidated net leverage ratio. 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 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. The Company has various loans with finance companies with monthly installments aggregating $2,864 , inclusive of interest ranging from 2.5% through 7.5% . The loan notes mature at various times through 2026 and are secured by transportation equipment. The following table summarizes the Company’s notes payable: March 31, December 31, Equipment and financing loans payable, between 2.5% and 7.5% interest and maturing between June 2024 and August 2026 $ 60,093 $ 69,717 Total notes payable 60,093 69,717 Less: current portion of notes payable 26,367 28,131 Total non-current portion of notes payable $ 33,726 $ 41,586 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 2025 25,781 2026 14,331 Total maturities 60,093 Current portion of notes payable (26,367) Long-term portion of notes payable $ 33,726 |
Business Segment Information
Business Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information The Company conducts business in three operating segments: 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 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 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 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 Mobile Health Services, Transportation Services and Corporate segments based primarily on results of operations. Operating results for the business segments of the Company are as follows: Mobile Health Transportation Corporate Total Three Months Ended March 31, 2024 Revenues $ 143,941,158 $ 48,146,371 $ — $ 192,087,529 Income (loss) from operations 32,212,025 1,016,298 (17,352,956) 15,875,367 Total assets 290,217,792 134,876,411 65,590,914 490,685,117 Depreciation and amortization expense 1,200,642 1,998,455 983,684 4,182,781 Stock compensation 1,912,290 138,424 1,937,625 3,988,339 Long-lived assets 46,236,132 66,118,463 10,725,695 123,080,290 Capital expenditures 129,190 3,208,082 798,213 4,135,485 Three Months Ended March 31, 2023 Revenues $ 72,946,757 $ 40,055,946 $ — $ 113,002,703 Income (loss) from operations 13,188,159 1,083,040 (21,173,786) (6,902,587) Total assets 152,352,877 118,998,556 136,193,743 407,545,176 Depreciation and amortization expense 716,539 1,863,304 1,069,486 3,649,329 Stock compensation 116,934 259,693 8,073,389 8,450,016 Long-lived assets 32,775,318 82,637,490 11,469,921 126,882,729 Capital expenditures 26,090,733 3,625,456 1,499,647 31,215,836 Long-lived assets include property and equipment, goodwill, intangible assets, operating lease right-of-use assets and finance lease right-of-use assets. Geographic Information The following table summarizes long-lived assets by geographic location for the three months ended March 31, 2024 and 2023: March 31, March 31, Primary Geographical Markets United States $ 103,643,069 $ 108,243,999 United Kingdom 19,437,221 18,638,730 Total Long-Lived Assets $ 123,080,290 $ 126,882,729 Revenues by geographic location are included in Note 2. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Equity | Equity Share Repurchase Program On May 24, 2022, the Company’s Board of Directors (the “Board of Directors”) authorized a share repurchase program to purchase up to $40,000,000 of Common Stock (the “2022 Program”). During the second and fourth quarter of 2022, the Company repurchased 536,839 shares of its Common Stock for $3,731,712. These shares were subsequently cancelled. 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. 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. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | 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 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. The Company based the risk-free interest rate on the rate payable on the U.S. Treasury securities corresponding to the expected term of the awards at the date of grant. Expected dividend yield 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 three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Risk-free interest rate 4.3 % 0.7% - 4.3% Expected term (in years) 5 6.25 Volatility 70.7 % 60% - 69% Dividend yield — % — % The following table summarizes the Company’s stock option activity under the Plan for the three months ended March 31, 2024: Options Weighted Weighted Aggregate Balance as of December 31, 2023 11,942,264 $ 7.36 8.16 $ 50,315,593 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 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 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 Activity under RSUs during the three months ended March 31, 2024 was as follows: RSUs Weighted- Balance as of December 31, 2023 2,424,095 $ 5.61 Granted 818,247 3.67 Vested (165,688) 4.23 Forfeited — — 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 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 Granted — — Vested — — 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. 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. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | Leases Operating Leases The Company is obligated to make rental payments under non-cancellable operating leases for office, dispatch station space and transportation equipment, expiring at various dates through 2032. Under the terms of the leases, the Company is also obligated for its proportionate share of real estate taxes, insurance and maintenance costs of the property. The Company is required to hold certain funds in restricted cash and cash equivalents accounts under some of these agreements. Certain leases for property and transportation equipment contain options to purchase, extend or terminate the lease. Determining the lease term and amount of lease payments to include in the calculation of the right-of-use 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 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. Therefore, the Company used a benchmark approach to derive an appropriate imputed discount rate. The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived imputed rates, which were used to discount its real estate lease liabilities. The Company used estimated borrowing rates of 6% on January 1, 2019 for all leases that commenced prior to that date for office spaces and transportation equipment. 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. Lease Cost The table below comprises operating lease expenses for the three months ended March 31, 2024 and 2023: Three Months Ended Components of total lease cost: 2024 2023 Operating lease expense $ 936,750 $ 756,245 Short-term lease expense 468,874 336,318 Total lease cost - operating leases $ 1,405,624 $ 1,092,563 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: March 31, 2024 December 31, 2023 Assets Lease right-of-use assets $ 9,125,733 $ 9,580,535 Total lease assets $ 9,125,733 $ 9,580,535 Liabilities Current liabilities: Lease liability - current portion $ 2,835,458 $ 2,773,020 Noncurrent liabilities: Lease liability, net of current portion 6,720,787 7,223,941 Total lease liability $ 9,556,245 $ 9,996,961 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 operating leases as of March 31, 2024: Weighted average remaining lease term (in years) - operating leases 3.54 Weighted average discount rate - operating leases 5.73 % Undiscounted Cash Flows Future minimum lease payments under the operating leases as of March 31, 2024 were as follows: Operating 2024, remaining $ 2,465,671 2025 3,326,939 2026 2,488,249 2027 1,294,407 2028 676,215 Thereafter 365,656 Total future minimum lease payments 10,617,137 Less effects of discounting (1,060,892) Present value of future minimum lease payments $ 9,556,245 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. 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 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 Components of total lease cost: 2024 2023 Finance lease payment $ 969,588 $ 744,030 Short-term lease payment — — Total lease payments $ 969,588 $ 744,030 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: March 31, December 31, Assets Lease right-of-use assets $ 13,385,131 $ 12,003,919 Total lease assets $ 13,385,131 $ 12,003,919 Liabilities Current liabilities: Lease liability - current portion $ 3,866,929 $ 3,534,073 Noncurrent liabilities: Lease liability, net of current portion 8,718,460 7,896,392 Total lease liability $ 12,585,389 $ 11,430,465 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 March 31, 2024: Weighted average remaining lease term (in years) - finance leases 3.46 Weighted average discount rate - finance leases 5.58 % Undiscounted Cash Flows Future minimum lease payments under the finance leases as of March 31, 2024 are as follows: Finance Leases 2024, remaining $ 3,381,839 2025 4,227,073 2026 3,363,565 2027 1,983,021 2028 843,042 Thereafter 83,908 Total future minimum lease payments 13,882,448 Less effects of discounting (1,297,059) Present value of future minimum lease payments $ 12,585,389 |
Leases | Leases Operating Leases The Company is obligated to make rental payments under non-cancellable operating leases for office, dispatch station space and transportation equipment, expiring at various dates through 2032. Under the terms of the leases, the Company is also obligated for its proportionate share of real estate taxes, insurance and maintenance costs of the property. The Company is required to hold certain funds in restricted cash and cash equivalents accounts under some of these agreements. Certain leases for property and transportation equipment contain options to purchase, extend or terminate the lease. Determining the lease term and amount of lease payments to include in the calculation of the right-of-use 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 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. Therefore, the Company used a benchmark approach to derive an appropriate imputed discount rate. The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived imputed rates, which were used to discount its real estate lease liabilities. The Company used estimated borrowing rates of 6% on January 1, 2019 for all leases that commenced prior to that date for office spaces and transportation equipment. 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. Lease Cost The table below comprises operating lease expenses for the three months ended March 31, 2024 and 2023: Three Months Ended Components of total lease cost: 2024 2023 Operating lease expense $ 936,750 $ 756,245 Short-term lease expense 468,874 336,318 Total lease cost - operating leases $ 1,405,624 $ 1,092,563 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: March 31, 2024 December 31, 2023 Assets Lease right-of-use assets $ 9,125,733 $ 9,580,535 Total lease assets $ 9,125,733 $ 9,580,535 Liabilities Current liabilities: Lease liability - current portion $ 2,835,458 $ 2,773,020 Noncurrent liabilities: Lease liability, net of current portion 6,720,787 7,223,941 Total lease liability $ 9,556,245 $ 9,996,961 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 operating leases as of March 31, 2024: Weighted average remaining lease term (in years) - operating leases 3.54 Weighted average discount rate - operating leases 5.73 % Undiscounted Cash Flows Future minimum lease payments under the operating leases as of March 31, 2024 were as follows: Operating 2024, remaining $ 2,465,671 2025 3,326,939 2026 2,488,249 2027 1,294,407 2028 676,215 Thereafter 365,656 Total future minimum lease payments 10,617,137 Less effects of discounting (1,060,892) Present value of future minimum lease payments $ 9,556,245 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. 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 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 Components of total lease cost: 2024 2023 Finance lease payment $ 969,588 $ 744,030 Short-term lease payment — — Total lease payments $ 969,588 $ 744,030 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: March 31, December 31, Assets Lease right-of-use assets $ 13,385,131 $ 12,003,919 Total lease assets $ 13,385,131 $ 12,003,919 Liabilities Current liabilities: Lease liability - current portion $ 3,866,929 $ 3,534,073 Noncurrent liabilities: Lease liability, net of current portion 8,718,460 7,896,392 Total lease liability $ 12,585,389 $ 11,430,465 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 March 31, 2024: Weighted average remaining lease term (in years) - finance leases 3.46 Weighted average discount rate - finance leases 5.58 % Undiscounted Cash Flows Future minimum lease payments under the finance leases as of March 31, 2024 are as follows: Finance Leases 2024, remaining $ 3,381,839 2025 4,227,073 2026 3,363,565 2027 1,983,021 2028 843,042 Thereafter 83,908 Total future minimum lease payments 13,882,448 Less effects of discounting (1,297,059) Present value of future minimum lease payments $ 12,585,389 |
Other income (expense)
Other income (expense) | 3 Months Ended |
Mar. 31, 2024 | |
Other Income and Expenses [Abstract] | |
Other income (expense) | Other income (expense) 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 March 31, 2024 2023 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 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Historically, the Company has been involved in transactions with various related parties. Legal Services Ely D. 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. Tendler. 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 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 received a monthly consulting fee of $45,000 and subsidized premiums for continued group health plan coverage for the duration of the Consulting Period. Mr. Capone will not receive new equity awards or incentive compensation under the Company’s equity incentive compensation program during the Consulting Period. The Transition Agreement further acknowledges and affirms that Mr. Capone will be bound by and comply with certain restrictive covenants. 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes 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 (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. |
401(k) Plan
401(k) Plan | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
401(k) Plan | 401(k) Plan 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. All U.S. employees that complete two months of service with the Company are eligible to participate in the plan. The Company did not make any employer contributions to this plan as of March 31, 2024. |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2024 | |
Financial Support for Nonconsolidated Legal Entity [Abstract] | |
Legal Proceedings | 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 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 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
Risk and Uncertainties | 3 Months Ended |
Mar. 31, 2024 | |
Risks and Uncertainties [Abstract] | |
Risk and Uncertainties | . Risk and Uncertainties Risks, Impacts and Uncertainties 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. 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
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2023. The Consolidated Balance Sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date but does not include all disclosures including notes required by U.S. GAAP. |
Principles of Consolidation | Principles of Consolidation The unaudited Condensed Consolidated Financial Statements include the accounts and operations of DocGo Inc. and its subsidiaries. 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 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. GAAP (the “Reverse Recapitalization”). Under this method of accounting, the Company was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Ambulnz stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Ambulnz. The shares and corresponding capital amounts and earnings per share available for common stockholders prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio (645.1452 to 1) established in the Business Combination. Further, Ambulnz 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. 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. |
Foreign Currency | Foreign Currency The Company’s functional currency is the U.S. dollar. The functional currency of our foreign operation is the British pound. 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 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 | 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; the disclosure of contingent assets and liabilities in its financial statements; and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s financial statements relate to revenue recognition related to the allowance for doubtful accounts, stock-based compensation, calculations related to the incremental borrowing rate for the Company’s lease agreements, estimates related to ongoing lease terms, software development costs, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, business combinations, reserve for losses within the Company’s insurance deductibles, income taxes and deferred income tax. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations could be adversely affected. |
Self-Insurance Reserves | Self-Insurance Reserves The Company self-insures a number of risks, including, but not limited to, workers’ compensation, general liability, auto liability and certain employee-related healthcare benefits. Standard actuarial procedures and data analysis are used to estimate the liabilities associated with these risks on an undiscounted basis. The recorded liabilities reflect the ultimate cost for claims incurred but not paid and any estimable administrative run-out expenses related to the processing of these outstanding claim payments. On a regular basis, the liabilities are evaluated for appropriateness with claims reserve valuations. To limit exposure to some risks, the Company maintains insurance coverage with varying limits and retentions, including stop-loss insurance coverage for workers’ compensation, general liability and auto liability. |
Concentration of Credit Risk and Off-Balance Sheet Risk | Concentration of Credit Risk and Off-Balance Sheet Risk The Company is potentially subject to concentration of credit risk with respect to its cash, cash equivalents and restricted cash, which the Company attempts to minimize by maintaining cash, cash equivalents and restricted cash with institutions of sound financial quality. At times, cash balances may exceed limits federally insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the funds are held. The Company has no financial instruments with off-balance sheet risk of loss. |
Reclassifications | Reclassifications Certain reclassifications of amounts previously reported have been made to the accompanying unaudited Condensed Consolidated Financial Statements to maintain consistency between periods presented. The reclassifications had no impact on previously reported net income or retained earnings. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Restricted Cash | 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 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. Liabilities associated with the risks that are retained by the Company within its high deductible limits are not discounted and are estimated, in part, by considering claims experience, exposure and severity factors and other actuarial assumptions. The Company has commercial insurance in place for catastrophic claims above its deductible limits. ARM Insurance, Inc., a Vermont-based wholly owned captive insurance subsidiary of the Company, charges the operating subsidiaries premiums to insure the retained workers’ compensation, automobile liability, general liability and professional liability exposures. Pursuant to Vermont insurance regulations, ARM Insurance, Inc. maintains certain levels of cash and cash equivalents related to its self-insurance exposures. The Company also maintains certain cash balances related to its insurance programs, which are held in a self-depleting trust and restricted as to withdrawal or use by the Company other than to pay or settle self-insured claims and costs. These amounts are reflected in “Restricted cash” in the accompanying unaudited Condensed Consolidated Balance Sheets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820, Fair Value Measurements , provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs 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. 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. |
Accounts Receivable | Accounts Receivable 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. Billings typically are either paid or settled on the patient’s behalf by health insurance providers, managed care organizations, treatment facilities, government sponsored programs or businesses or patients directly. Accounts receivable are net of insurance provider contractual allowances, which are estimated at the time of billing based on contractual terms or other arrangements. Accounts receivable are periodically evaluated for collectability based on past credit history with payors and their current financial condition. Changes in the estimated collectability of accounts receivable are recorded in the results of operations for the period in which the estimate is revised. Accounts receivable deemed uncollectible are offset against the allowance for uncollectible accounts. The Company generally does not require collateral for accounts receivable . |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. When an item is sold or retired, the costs and related accumulated depreciation or amortization are eliminated, and the resulting gain or loss, if any, is recorded in operating expenses in the unaudited Condensed Consolidated Statement of Operations and Comprehensive Expenditures for repairs and maintenance are expensed as incurred. Expenditures that improve an asset or extend its estimated useful life are capitalized. |
Software Development Costs | Software Development Costs Costs incurred during the preliminary project stage, maintenance costs and routine updates and enhancements of products are expensed as incurred. The Company capitalizes software development costs intended for internal use in accordance with ASC 350-40, Internal-Use Software . Costs incurred in developing the application of its software and costs incurred to upgrade or enhance product functionalities are capitalized when it is probable that the expenses would result in future economic benefits to the Company and the functionalities and enhancements are used for their intended purpose. Capitalized software costs are amortized over its useful life. Estimated useful 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 | Business Combinations The Company accounts for its business combinations under the provisions of ASC 805-10, Business Combinations (“ASC 805-10”), which requires that the acquisition method of accounting be used for all business combinations. Assets acquired and liabilities assumed, including 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. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement-period adjustments. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: (1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or (2) if the contingent consideration is classified as a liability, the changes in fair value are recognized in earnings. For transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. The Company capitalizes acquisition-related costs and fees associated with asset acquisitions and immediately expenses acquisition-related costs and fees associated with business combinations. The estimated fair value of net assets to be acquired, including the allocation of the fair value to identifiable assets and liabilities, is determined using established valuation techniques. Management uses assumptions based on historical knowledge of the business and projected financial information of the target. These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of management, and such variations may be significant to estimated values. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the recoverability of the recorded amount of long-lived assets, primarily property and equipment and finite-lived intangible assets, whenever events or changes in circumstance indicate that the recorded amount of an asset may not be fully recoverable. An impairment is assessed when the undiscounted expected future cash flows derived from |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the total purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. Goodwill and indefinite-lived intangible assets are not amortized but are tested for impairment at the reporting unit level annually on December 31 or more frequently if events or changes in circumstances indicate that it is more likely than not to be impaired. These events include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of the Company’s financial performance; or (iv) a sustained decrease in the Company’s market capitalization, as indicated by its publicly quoted share price, below its net book value. |
Line of Credit | Line of Credit 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. |
Related Party Transactions | Related Party Transactions The Company defines related parties as affiliates of the Company, entities for which investments are accounted for by the equity method, trusts for the benefit of employees, principal owners (beneficial owners of more than 10% of the voting interest), management, 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 months ended March 31, 2024 and 2023 refer to Note 16. |
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”). To determine revenue recognition for contractual arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify each contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when (or as) the relevant performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services the Company provides to the customer. The Company generates revenues from the provision of (1) 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 estimated contractual allowances for claims subject to contracts with responsible paying entities. The Company estimates contractual allowances at the time of billing based on contractual terms, historical collections or other arrangements. All transaction prices are fixed and determinable, which includes a fixed base rate, fixed mileage rate and an evaluation of historical collections by each payor. Nature of Our Services Revenue is primarily derived from: i. 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. 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. ii. Transportation Services : These services encompass both emergency response and non-emergency transport services. Non-emergency transport services include ambulance transports and wheelchair transports. Net revenue from Transportation Services is derived from the transportation of patients based on billings to third party payors and healthcare facilities. 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 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. 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. |
Stock-Based Compensation | 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. The Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company accounts for forfeitures as they occur. 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. |
Earnings per Share | Earnings per Share Earnings per share represents the net income attributable to stockholders divided by the weighted-average number of shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock during the reporting periods. Potential dilutive Common Stock equivalents consist of the incremental shares of Common Stock issuable upon exercise of warrants and the incremental shares issuable upon conversion of stock options. In reporting periods in which the Company has a net loss, the effect is considered anti-dilutive and excluded from the diluted earnings per share calculation. |
Equity Method Investment | Equity Method Investment The Company uses the equity method to account for investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee but does not exercise control. The Company’s judgment regarding its level of influence over an equity method investee includes considering key factors, such as ownership interest, representation on the board of directors and participation in policy-making decisions. Under the equity method, the Company’s investment is initially measured at cost and subsequently increased or decreased to recognize the Company’s share of income and losses of the investee, capital contributions and distributions and impairment losses. The Company performs a qualitative assessment annually and recognizes an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. |
Leases | Leases The Company categorizes leases at its inception as either operating or finance leases based on the criteria in ASC 842, Leases (“ASC 842”). The Company adopted ASC 842 on January 1, 2019, using the modified retrospective approach, and has established a right-of-use asset and a current and non-current lease liability for each lease arrangement identified. The lease liability is recorded at the present value of future lease payments discounted using the discount rate that approximates the Company’s incremental borrowing rate for the lease established at the commencement date, and the right-of-use asset is measured as the lease liability plus any initial direct costs, less any lease incentives received before commencement. The Company recognizes a single lease cost, so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis. The Company has lease arrangements for vehicles, equipment and facilities. These leases typically have original terms not exceeding 10 years and in some cases contain multi-year renewal options, none of which are reasonably certain of exercise. The Company’s lease arrangements may contain both lease and non-lease components. The Company has elected to combine and account for lease and non-lease components as a single lease component. The Company has incorporated residual value obligations in leases for which there 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. The Company has elected not to apply the ASC 842 recognition criteria to any leases that qualify as short-term leases. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or its tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. |
Recently Issued Accounting Standards Not Yet Adopted | 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Depreciation and Amortization Using the Straight-Line Method Over The Estimated Useful Lives of the Respective Assets | A summary of estimated useful lives is as follows: Estimated Useful Life Buildings 39 years Office equipment and furniture 3 years Vehicles 5-8 years Medical equipment 5 years Leasehold improvements Shorter of useful life of asset or lease term |
Schedule of Disaggregation of Revenue | In the following table, revenues are disaggregated as follows: Revenue Breakdown Three Months Ended 2024 2023 Primary Geographical Markets United States $ 179,110,846 $ 98,909,521 United Kingdom 12,976,683 14,093,182 Total revenues $ 192,087,529 $ 113,002,703 Major Segments/Service Lines Mobile Health Services $ 143,941,158 $ 72,946,757 Transportation Services 48,146,371 40,055,946 Total revenues $ 192,087,529 $ 113,002,703 |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted net income per share to stockholders of DocGo Inc. and Subsidiaries: Three Months Ended 2024 2023 Net income (loss) attributable to stockholders of DocGo Inc. and Subsidiaries $ 11,227,449 $ (3,465,670) Weighted-average shares outstanding - Basic 103,818,362 102,579,291 Effect of dilutive options 4,688,073 1,236,473 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 income (loss) per share attributable to DocGo Inc. and Subsidiaries - Diluted 0.10 (0.03) Anti-dilutive employee share-based awards excluded 8,675,277 9,337,239 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net as of March 31, 2024 and December 31, 2023 are as follows: March 31, December 31, Transportation equipment $ 17,493,078 $ 17,438,072 Medical equipment 7,623,138 7,104,161 Office equipment and furniture 3,916,431 3,701,657 Leasehold improvements 756,577 709,619 Buildings 527,284 527,283 Land 37,800 37,800 30,354,308 29,518,592 Less: Accumulated depreciation (14,038,675) (12,683,108) Property and equipment, net $ 16,315,633 $ 16,835,484 |
Acquisition of Businesses (Tabl
Acquisition of Businesses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Allocation of Assets Acquired and Liabilities Assumed | The following table presents the assets acquired and liabilities assumed at the date of the acquisitions: FMC NA CRMS LMS Ryan Brothers Exceptional Total Consideration: Cash consideration $ 4,000,000 $ 9,000,000 $ 302,450 $ 7,422,252 $ 6,375,000 $ 27,099,702 Stock consideration 3,000,000 1,000,000 — — — 4,000,000 Due to seller — — 11,279,201 — 6,000,000 17,279,201 Amounts held under an escrow account — — — — 1,333,333 1,333,333 Contingent liability — 15,822,190 2,475,540 4,000,000 1,080,000 23,377,730 Total consideration $ 7,000,000 $ 25,822,190 $ 14,057,191 $ 11,422,252 $ 14,788,333 $ 73,089,966 Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ — $ 1,574,604 $ 5,404,660 $ 620,548 $ 299,050 $ 7,898,862 Accounts receivable — 2,033,533 623,635 5,844,494 3,785,490 12,287,152 Other current assets — 293,478 134,216 136,157 — 563,851 Property, plant and equipment — — 519,391 2,125,134 2,450,900 5,095,425 Intangible assets — 15,930,000 2,419,600 387,550 125,000 18,862,150 Total identifiable assets acquired — 19,831,615 9,101,502 9,113,883 6,660,440 44,707,440 Accounts payable — 28,978 40,447 44,911 — 114,336 Due to seller — 2,448,460 — 5,844,494 4,084,540 12,377,494 Other current liabilities — 174,177 1,012,992 286,792 — 1,473,961 Total liabilities assumed — 2,651,615 1,053,439 6,176,197 4,084,540 13,965,791 Noncontrolling interests 2,567,037 — — — — 2,567,037 Goodwill — 8,642,190 6,009,128 8,484,566 12,212,433 35,348,317 Additional paid-in-capital 4,432,963 — — — — 4,432,963 Total purchase price $ 7,000,000 $ 25,822,190 $ 14,057,191 $ 11,422,252 $ 14,788,333 $ 73,089,966 |
Schedule of Pro Forma Combined Financial Information | 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) |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Value of Goodwill | 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 Currency translation adjustment (50,170) Balance as of March 31, 2024 $ 47,489,759 |
Intangibles (Tables)
Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following as of March 31, 2024 and December 31, 2023: March 31, 2024 Estimated Useful Gross Carrying Additions Accumulated Net Carrying Patents 15 years $ 83,784 $ — $ (16,988) $ 66,796 Computer software 5 years 247,828 — (238,007) 9,821 Operating licenses Indefinite 9,399,004 — — 9,399,004 Internally developed software 4-5 years 10,078,087 793,240 (9,702,883) 1,168,444 Material contracts Indefinite 62,550 — — 62,550 Customer relationships 8-9 years 28,337,524 (17,474) (4,126,814) 24,193,236 Trademark 8 years 343,747 (2,727) (56,837) 284,183 Non-compete agreements 5 years 100,000 — (20,000) 80,000 Trade credits 5 years 1,500,000 — — 1,500,000 $ 50,152,524 $ 773,039 $ (14,161,529) $ 36,764,034 December 31, 2023 Estimated Useful Gross Carrying Additions Accumulated Net Carrying Patents 15 years $ 62,823 $ 20,961 $ (15,592) $ 68,192 Computer software 5 years 247,828 — (235,967) 11,861 Operating licenses Indefinite 8,799,004 600,000 — 9,399,004 Internally developed software 4-5 years 8,284,058 1,794,029 (8,821,563) 1,256,524 Material contracts Indefinite 62,550 — — 62,550 Customer relationships 8-9 years 12,397,954 15,939,570 (3,334,925) 25,002,599 Trademark 8 years 326,646 17,101 (46,549) 297,198 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 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets consisted of the following as of March 31, 2024 and December 31, 2023: March 31, 2024 Estimated Useful Gross Carrying Additions Accumulated Net Carrying Patents 15 years $ 83,784 $ — $ (16,988) $ 66,796 Computer software 5 years 247,828 — (238,007) 9,821 Operating licenses Indefinite 9,399,004 — — 9,399,004 Internally developed software 4-5 years 10,078,087 793,240 (9,702,883) 1,168,444 Material contracts Indefinite 62,550 — — 62,550 Customer relationships 8-9 years 28,337,524 (17,474) (4,126,814) 24,193,236 Trademark 8 years 343,747 (2,727) (56,837) 284,183 Non-compete agreements 5 years 100,000 — (20,000) 80,000 Trade credits 5 years 1,500,000 — — 1,500,000 $ 50,152,524 $ 773,039 $ (14,161,529) $ 36,764,034 December 31, 2023 Estimated Useful Gross Carrying Additions Accumulated Net Carrying Patents 15 years $ 62,823 $ 20,961 $ (15,592) $ 68,192 Computer software 5 years 247,828 — (235,967) 11,861 Operating licenses Indefinite 8,799,004 600,000 — 9,399,004 Internally developed software 4-5 years 8,284,058 1,794,029 (8,821,563) 1,256,524 Material contracts Indefinite 62,550 — — 62,550 Customer relationships 8-9 years 12,397,954 15,939,570 (3,334,925) 25,002,599 Trademark 8 years 326,646 17,101 (46,549) 297,198 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 |
Schedule of Amortization Expense for the Next Five Years in Aggregate | Future amortization expense at March 31, 2024 for the next five years and in the aggregate are as follows: Amortization 2024, remaining $ 2,956,034 2025 3,897,755 2026 3,247,408 2027 3,246,694 2028 3,230,233 Thereafter 9,224,356 Total $ 25,802,480 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, Accrued subcontractors $ 19,039,490 $ 37,858,755 Accrued general expenses 19,644,487 27,001,232 Accrued workers' compensation and other insurance liabilities 14,825,588 12,881,902 Accrued payroll 8,070,291 6,464,192 Accrued bonus 6,096,800 4,784,005 Other current liabilities 2,501,600 2,350,523 Total accrued liabilities $ 70,178,256 $ 91,340,609 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The following table summarizes the Company’s notes payable: March 31, December 31, Equipment and financing loans payable, between 2.5% and 7.5% interest and maturing between June 2024 and August 2026 $ 60,093 $ 69,717 Total notes payable 60,093 69,717 Less: current portion of notes payable 26,367 28,131 Total non-current portion of notes payable $ 33,726 $ 41,586 |
Schedule of Future Minimum Annual Maturities of Notes Payable | Future minimum annual maturities of notes payable as of March 31, 2024 are as follows: Notes Payable 2024, remaining $ 19,981 2025 25,781 2026 14,331 Total maturities 60,093 Current portion of notes payable (26,367) Long-term portion of notes payable $ 33,726 |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Operating Results for the Business Segments | Operating results for the business segments of the Company are as follows: Mobile Health Transportation Corporate Total Three Months Ended March 31, 2024 Revenues $ 143,941,158 $ 48,146,371 $ — $ 192,087,529 Income (loss) from operations 32,212,025 1,016,298 (17,352,956) 15,875,367 Total assets 290,217,792 134,876,411 65,590,914 490,685,117 Depreciation and amortization expense 1,200,642 1,998,455 983,684 4,182,781 Stock compensation 1,912,290 138,424 1,937,625 3,988,339 Long-lived assets 46,236,132 66,118,463 10,725,695 123,080,290 Capital expenditures 129,190 3,208,082 798,213 4,135,485 Three Months Ended March 31, 2023 Revenues $ 72,946,757 $ 40,055,946 $ — $ 113,002,703 Income (loss) from operations 13,188,159 1,083,040 (21,173,786) (6,902,587) Total assets 152,352,877 118,998,556 136,193,743 407,545,176 Depreciation and amortization expense 716,539 1,863,304 1,069,486 3,649,329 Stock compensation 116,934 259,693 8,073,389 8,450,016 Long-lived assets 32,775,318 82,637,490 11,469,921 126,882,729 Capital expenditures 26,090,733 3,625,456 1,499,647 31,215,836 |
Long-Lived Assets by Geographic Areas | The following table summarizes long-lived assets by geographic location for the three months ended March 31, 2024 and 2023: March 31, March 31, Primary Geographical Markets United States $ 103,643,069 $ 108,243,999 United Kingdom 19,437,221 18,638,730 Total Long-Lived Assets $ 123,080,290 $ 126,882,729 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Fair Value of the Sole Stock Option Grants | 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, 2024 2023 Risk-free interest rate 4.3 % 0.7% - 4.3% Expected term (in years) 5 6.25 Volatility 70.7 % 60% - 69% Dividend yield — % — % |
Schedule of Company’s Stock Option Activity | The following table summarizes the Company’s stock option activity under the Plan for the three months ended March 31, 2024: Options Weighted Weighted Aggregate Balance as of December 31, 2023 11,942,264 $ 7.36 8.16 $ 50,315,593 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 |
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | Activity under RSUs during the three months ended March 31, 2024 was as follows: RSUs Weighted- Balance as of December 31, 2023 2,424,095 $ 5.61 Granted 818,247 3.67 Vested (165,688) 4.23 Forfeited — — 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 |
Share-Based Payment Arrangement, Performance Shares, Activity | 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 Granted — — Vested — — 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 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Lease Costs | The table below comprises operating lease expenses for the three months ended March 31, 2024 and 2023: Three Months Ended Components of total lease cost: 2024 2023 Operating lease expense $ 936,750 $ 756,245 Short-term lease expense 468,874 336,318 Total lease cost - operating leases $ 1,405,624 $ 1,092,563 The table below presents lease payments for the three months ended March 31, 2024 and 2023: Three Months Ended Components of total lease cost: 2024 2023 Finance lease payment $ 969,588 $ 744,030 Short-term lease payment — — Total lease payments $ 969,588 $ 744,030 |
Assets And Liabilities, Lessee | Right-of-use assets and lease liabilities for the Company’s operating leases were recorded in the unaudited Condensed Consolidated Balance Sheets as follows: March 31, 2024 December 31, 2023 Assets Lease right-of-use assets $ 9,125,733 $ 9,580,535 Total lease assets $ 9,125,733 $ 9,580,535 Liabilities Current liabilities: Lease liability - current portion $ 2,835,458 $ 2,773,020 Noncurrent liabilities: Lease liability, net of current portion 6,720,787 7,223,941 Total lease liability $ 9,556,245 $ 9,996,961 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 operating leases as of March 31, 2024: Weighted average remaining lease term (in years) - operating leases 3.54 Weighted average discount rate - operating leases 5.73 % Right-of-use assets and lease liabilities for the Company’s finance leases were recorded in the unaudited Condensed Consolidated Balance Sheets as follows: March 31, December 31, Assets Lease right-of-use assets $ 13,385,131 $ 12,003,919 Total lease assets $ 13,385,131 $ 12,003,919 Liabilities Current liabilities: Lease liability - current portion $ 3,866,929 $ 3,534,073 Noncurrent liabilities: Lease liability, net of current portion 8,718,460 7,896,392 Total lease liability $ 12,585,389 $ 11,430,465 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 March 31, 2024: Weighted average remaining lease term (in years) - finance leases 3.46 Weighted average discount rate - finance leases 5.58 % |
Schedule of Future Minimum Lease Payments Under the Operating Leases | Future minimum lease payments under the operating leases as of March 31, 2024 were as follows: Operating 2024, remaining $ 2,465,671 2025 3,326,939 2026 2,488,249 2027 1,294,407 2028 676,215 Thereafter 365,656 Total future minimum lease payments 10,617,137 Less effects of discounting (1,060,892) Present value of future minimum lease payments $ 9,556,245 |
Finance Lease, Liability, Fiscal Year Maturity | Future minimum lease payments under the finance leases as of March 31, 2024 are as follows: Finance Leases 2024, remaining $ 3,381,839 2025 4,227,073 2026 3,363,565 2027 1,983,021 2028 843,042 Thereafter 83,908 Total future minimum lease payments 13,882,448 Less effects of discounting (1,297,059) Present value of future minimum lease payments $ 12,585,389 |
Other income (expense) (Tables)
Other income (expense) (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) | 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 March 31, 2024 2023 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 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 3 Months Ended | 12 Months Ended | |||
Nov. 05, 2021 USD ($) $ / shares | Mar. 31, 2024 segment $ / shares | Mar. 31, 2023 segment | Dec. 31, 2022 segment | Dec. 31, 2023 $ / shares | |
Description of Organization and Business Operations (Details) [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Net proceeds | $ 158,000,000 | ||||
Cash held in trust account | 43,400,000 | ||||
Underwriters fees | 9,600,000 | ||||
Transaction costs | 114,600,000 | ||||
Transaction fees, net | $ 10,400,000 | ||||
Number of operating segments | segment | 3 | 3 | 2 | ||
Private Placement | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Share price (in dollars per share) | $ / shares | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2023 USD ($) | Aug. 09, 2022 USD ($) | Jul. 13, 2022 USD ($) | Dec. 21, 2021 member | Nov. 01, 2021 USD ($) | Oct. 26, 2021 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 09, 2022 USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Exchange ratio | 645.1452 | |||||||||
Assets | $ 407,545,176 | $ 490,685,117 | $ 407,545,176 | $ 490,451,957 | ||||||
Liabilities | 175,609,016 | 185,281,001 | ||||||||
Stockholders' deficit | (3,752,019) | (4,376,089) | ||||||||
Cumulative translation adjustments | (140,134) | 243,658 | ||||||||
Cash balances | 5,047,684 | 3,699,793 | ||||||||
Contingent consideration | 19,781,737 | 19,792,982 | ||||||||
Change in fair value of contingent liability | $ (6,446) | 0 | ||||||||
Lease term (in years) | 10 years | |||||||||
RND Health Services Inc. | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Ownership percentage | 50% | |||||||||
Payments to acquire equity method investments | $ 655,876 | $ 298,932 | ||||||||
National Providers Association, LLC | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Ownership percentage | 20% | 50% | 50% | |||||||
Payments to acquire equity method investments | $ 30,000 | |||||||||
Number of members withdrawn from National Providers Association, LLC | member | 3 | |||||||||
Number of remaining members in National Providers Association, LLC | member | 2 | |||||||||
Ryan Brothers | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Contingent consideration | $ 4,000,000 | $ 1,828,302 | $ 1,821,018 | |||||||
Contingent consideration period (in months) | 24 months | |||||||||
Change in fair value of contingent liability | 7,284 | 0 | ||||||||
Payment for contingent consideration liability | 1,840,026 | |||||||||
Voting interest | 100% | |||||||||
Exceptional | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Contingent consideration | $ 1,080,000 | 265,571 | 279,301 | |||||||
Contingent consideration period (in months) | 24 months | |||||||||
Contingent consideration arrangements, range of outcomes, value, high | $ 2,000,000 | |||||||||
Change in fair value of contingent liability | (13,730) | 0 | ||||||||
Performance condition period (in years) | 2 years | |||||||||
Payment for contingent consideration liability | 426,655 | |||||||||
Voting interest | 100% | |||||||||
LMS | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Contingent consideration | 600,029 | 604,827 | $ 2,475,540 | |||||||
Change in fair value of contingent liability | 0 | 0 | ||||||||
Contingent consideration, change from foreign exchange movement | (4,799) | 50,542 | ||||||||
Voting interest | 100% | |||||||||
CRMS | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Contingent consideration | $ 15,822,190 | 17,087,835 | 15,822,190 | 17,087,835 | ||||||
Contingent consideration period (in months) | 36 months | |||||||||
Change in fair value of contingent liability | $ 0 | $ 0 | 1,265,645 | |||||||
Contingent consideration period to purchase remaining voting interest | 49% | |||||||||
Voting interest | 51% | 51% | ||||||||
Business Combination | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Voting interest | 10% | |||||||||
Cost of Goods and Service, Product and Service Benchmark | Supplier Concentration Risk | Vendor One | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Concentration risk | 18% | 18% | ||||||||
Customer One | Revenue Benchmark | Customer Concentration Risk | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Concentration risk | 39% | 46% | ||||||||
Customer One | Accounts Receivable | Customer Concentration Risk | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Concentration risk | 34% | 62% | ||||||||
Customer Two | Revenue Benchmark | Customer Concentration Risk | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Concentration risk | 32% | |||||||||
Customer Two | Accounts Receivable | Customer Concentration Risk | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Concentration risk | 46% | |||||||||
Variable Interest Entity, Not Primary Beneficiary | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Net loss | $ 275,905 | $ 186,637 | ||||||||
Assets | 5,364,950 | 4,364,274 | ||||||||
Liabilities | 6,088,439 | 4,811,857 | ||||||||
Stockholders' deficit | $ 723,489 | $ 447,583 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives (Details) | Mar. 31, 2024 |
Buildings | |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets [Line Items] | |
Estimated Useful Life | 39 years |
Office equipment and furniture | |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets [Line Items] | |
Estimated Useful Life | 3 years |
Vehicles | Minimum | |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets [Line Items] | |
Estimated Useful Life | 5 years |
Vehicles | Maximum | |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets [Line Items] | |
Estimated Useful Life | 8 years |
Medical equipment | |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation and amortization using the straight-line method over the estimated useful lives of the respective assets [Line Items] | |
Estimated Useful Life | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 192,087,529 | $ 113,002,703 |
Mobile Health Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 143,941,158 | 72,946,757 |
Transportation Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 48,146,371 | 40,055,946 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 179,110,846 | 98,909,521 |
United Kingdom | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 12,976,683 | $ 14,093,182 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Net Earnings Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Net income (loss) attributable to stockholders of DocGo Inc. and Subsidiaries | $ 11,227,449 | $ (3,465,670) |
Weighted-average shares - Basic (in shares) | 103,818,362 | 102,579,291 |
Effect of dilutive options (in shares) | 4,688,073 | 1,236,473 |
Weighted-average shares outstanding - Dilutive (in shares) | 108,506,435 | 102,579,291 |
Net income (loss) per share attributable to DocGo Inc. and Subsidiaries - Basic (in dollars per share) | $ 0.11 | $ (0.03) |
Net income (loss) per share attributable to DocGo Inc. and Subsidiaries - Diluted (in dollars per share) | $ 0.10 | $ (0.03) |
Anti-dilutive employee share-based award excluded (in shares) | 8,675,277 | 9,337,239 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 30,354,308 | $ 29,518,592 |
Less: Accumulated depreciation | (14,038,675) | (12,683,108) |
Property and equipment, net | 16,315,633 | 16,835,484 |
Transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 17,493,078 | 17,438,072 |
Medical equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,623,138 | 7,104,161 |
Medical equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,916,431 | 3,701,657 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 756,577 | 709,619 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 527,284 | 527,283 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 37,800 | $ 37,800 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Disposals of assets | $ 102,079 | |
Accumulated depreciation of assets disposed | 61,834 | |
Proceeds from disposal of property and equipment, collected and uncollected amounts | 93,080 | |
Gain (loss) on disposal of fixed assets | 52,835 | $ (54,839) |
Depreciation expense | $ 1,431,308 | $ 1,482,610 |
Acquisition of Businesses - Nar
Acquisition of Businesses - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Apr. 02, 2024 USD ($) | May 10, 2023 USD ($) | Apr. 01, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 09, 2022 USD ($) | Aug. 09, 2022 USD ($) | Jul. 13, 2022 USD ($) | Mar. 31, 2024 USD ($) acquisition | Mar. 31, 2023 USD ($) | Apr. 01, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Acquisition of Businesses (Details) [Line Items] | |||||||||||
Deferred consideration | $ 17,279,201 | $ 17,279,201 | |||||||||
Change in fair value of contingent liability | $ (6,446) | $ 0 | |||||||||
Contingent consideration | $ 19,781,737 | $ 19,792,982 | |||||||||
Consideration transferred | 73,089,966 | ||||||||||
Cash consideration | 27,099,702 | ||||||||||
Equity interest issued | 4,000,000 | ||||||||||
Number of businesses acquired | acquisition | 0 | ||||||||||
Exceptional | |||||||||||
Acquisition of Businesses (Details) [Line Items] | |||||||||||
Voting interest | 100% | ||||||||||
Total consideration | $ 13,708,333 | ||||||||||
Cash consideration | 7,708,333 | ||||||||||
Deferred consideration | $ 6,000,000 | $ 3,000,000 | 3,000,000 | ||||||||
Contingent consideration period (in months) | 24 months | ||||||||||
Contingent consideration arrangements, range of outcomes, value, high | $ 2,000,000 | ||||||||||
Performance condition period (in years) | 2 years | ||||||||||
Change in fair value of contingent liability | (13,730) | 0 | |||||||||
Payment for contingent consideration liability | 426,655 | ||||||||||
Contingent consideration | $ 1,080,000 | 265,571 | 279,301 | ||||||||
Business combination, payments for deferred consideration | 3,000,000 | ||||||||||
Consideration transferred | 14,788,333 | ||||||||||
Cash consideration | 6,375,000 | ||||||||||
Equity interest issued | $ 0 | ||||||||||
Ryan Brothers | |||||||||||
Acquisition of Businesses (Details) [Line Items] | |||||||||||
Voting interest | 100% | ||||||||||
Deferred consideration | $ 0 | ||||||||||
Contingent consideration period (in months) | 24 months | ||||||||||
Change in fair value of contingent liability | 7,284 | 0 | |||||||||
Payment for contingent consideration liability | 1,840,026 | ||||||||||
Contingent consideration | $ 4,000,000 | 1,828,302 | 1,821,018 | ||||||||
Consideration transferred | 11,422,252 | ||||||||||
Cash consideration | 7,422,252 | ||||||||||
Equity interest issued | $ 0 | ||||||||||
LMS | |||||||||||
Acquisition of Businesses (Details) [Line Items] | |||||||||||
Voting interest | 100% | ||||||||||
Deferred consideration | $ 11,279,201 | 0 | 0 | ||||||||
Change in fair value of contingent liability | 0 | 0 | |||||||||
Contingent consideration | 2,475,540 | 600,029 | 604,827 | ||||||||
Business combination, payments for deferred consideration | 11,279,201 | ||||||||||
Consideration transferred | 14,057,191 | ||||||||||
Cash consideration | 302,450 | ||||||||||
Contingent consideration, change from foreign exchange movement | (4,799) | $ 50,542 | |||||||||
Equity interest issued | $ 0 | ||||||||||
LMS | Subsequent Event | |||||||||||
Acquisition of Businesses (Details) [Line Items] | |||||||||||
Payment for contingent consideration liability | $ 600,029 | ||||||||||
CRMS | |||||||||||
Acquisition of Businesses (Details) [Line Items] | |||||||||||
Voting interest | 51% | 51% | |||||||||
Cash consideration | $ 10,000,000 | $ 10,000,000 | |||||||||
Deferred consideration | $ 0 | 0 | |||||||||
Contingent consideration period (in months) | 36 months | ||||||||||
Change in fair value of contingent liability | 0 | 0 | 1,265,645 | ||||||||
Contingent consideration | $ 15,822,190 | $ 17,087,835 | 15,822,190 | 17,087,835 | |||||||
Consideration transferred | 25,822,190 | ||||||||||
Cash consideration | 9,000,000 | ||||||||||
Equity interest issued | $ 1,000,000 | ||||||||||
Contingent consideration period to purchase remaining voting interest | 49% | ||||||||||
Business combination, contingent consideration, liability to be paid in cash | $ 5,000,000 | 5,000,000 | |||||||||
Business combination, contingent consideration, liability to be paid shares | $ 10,822,190 | $ 10,822,190 | |||||||||
Acquisition costs | 229,937 | ||||||||||
FMC NA | |||||||||||
Acquisition of Businesses (Details) [Line Items] | |||||||||||
Deferred consideration | 0 | 0 | |||||||||
Contingent consideration | 0 | $ 0 | |||||||||
Consideration transferred | 7,000,000 | ||||||||||
Cash consideration | 4,000,000 | ||||||||||
Equity interest issued | $ 3,000,000 | ||||||||||
Acquisition costs | $ 35,560 | ||||||||||
Rapid Reliable Testing | |||||||||||
Acquisition of Businesses (Details) [Line Items] | |||||||||||
Cash consideration | $ 1,385,156 |
Acquisition of Businesses - Sch
Acquisition of Businesses - Schedule of Preliminary Allocation of Assets Acquired and Liabilities Assumed (Details) - USD ($) | 9 Months Ended | |||||||
Apr. 01, 2023 | Mar. 31, 2023 | Dec. 09, 2022 | Aug. 09, 2022 | Jul. 13, 2022 | Apr. 01, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Consideration: | ||||||||
Cash consideration | $ 27,099,702 | |||||||
Stock consideration | 4,000,000 | |||||||
Due to seller | $ 17,279,201 | 17,279,201 | ||||||
Amounts held under an escrow account | 1,333,333 | 1,333,333 | ||||||
Contingent liability | $ 19,781,737 | $ 19,792,982 | ||||||
Contingent lability, gross | 23,377,730 | 23,377,730 | ||||||
Total consideration | 73,089,966 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||||||
Cash | 7,898,862 | 7,898,862 | ||||||
Accounts receivable | 12,287,152 | 12,287,152 | ||||||
Other current assets | 563,851 | 563,851 | ||||||
Property, plant and equipment | 5,095,425 | 5,095,425 | ||||||
Intangible assets | 18,862,150 | 18,862,150 | ||||||
Total identifiable assets acquired | 44,707,440 | 44,707,440 | ||||||
Accounts payable | 114,336 | 114,336 | ||||||
Due to seller | 12,377,494 | 12,377,494 | ||||||
Other current liabilities | 1,473,961 | 1,473,961 | ||||||
Total liabilities assumed | 13,965,791 | 13,965,791 | ||||||
Noncontrolling interests | 2,567,037 | 2,567,037 | ||||||
Goodwill | 35,348,317 | |||||||
Additional paid-in-capital | 4,432,963 | 4,432,963 | ||||||
Total purchase price | 73,089,966 | 73,089,966 | ||||||
FMC NA | ||||||||
Consideration: | ||||||||
Cash consideration | 4,000,000 | |||||||
Stock consideration | 3,000,000 | |||||||
Due to seller | 0 | 0 | ||||||
Amounts held under an escrow account | 0 | 0 | ||||||
Contingent liability | 0 | 0 | ||||||
Total consideration | 7,000,000 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||||||
Cash | 0 | 0 | ||||||
Accounts receivable | 0 | 0 | ||||||
Other current assets | 0 | 0 | ||||||
Property, plant and equipment | 0 | 0 | ||||||
Intangible assets | 0 | 0 | ||||||
Total identifiable assets acquired | 0 | 0 | ||||||
Accounts payable | 0 | 0 | ||||||
Due to seller | 0 | 0 | ||||||
Other current liabilities | 0 | 0 | ||||||
Total liabilities assumed | 0 | 0 | ||||||
Noncontrolling interests | 2,567,037 | 2,567,037 | ||||||
Goodwill | 0 | |||||||
Additional paid-in-capital | 4,432,963 | 4,432,963 | ||||||
Total purchase price | $ 7,000,000 | $ 7,000,000 | ||||||
CRMS | ||||||||
Consideration: | ||||||||
Cash consideration | $ 9,000,000 | |||||||
Stock consideration | 1,000,000 | |||||||
Due to seller | 0 | |||||||
Amounts held under an escrow account | 0 | |||||||
Contingent liability | 15,822,190 | 17,087,835 | 17,087,835 | |||||
Total consideration | 25,822,190 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||||||
Cash | 1,574,604 | |||||||
Accounts receivable | 2,033,533 | |||||||
Other current assets | 293,478 | |||||||
Property, plant and equipment | 0 | |||||||
Intangible assets | 15,930,000 | |||||||
Total identifiable assets acquired | 19,831,615 | |||||||
Accounts payable | 28,978 | |||||||
Due to seller | 2,448,460 | |||||||
Other current liabilities | 174,177 | |||||||
Total liabilities assumed | 2,651,615 | |||||||
Noncontrolling interests | 0 | |||||||
Goodwill | 8,642,190 | |||||||
Additional paid-in-capital | 0 | |||||||
Total purchase price | $ 25,822,190 | |||||||
LMS | ||||||||
Consideration: | ||||||||
Cash consideration | $ 302,450 | |||||||
Stock consideration | 0 | |||||||
Due to seller | 11,279,201 | 0 | 0 | |||||
Amounts held under an escrow account | 0 | |||||||
Contingent liability | 2,475,540 | 600,029 | 604,827 | |||||
Total consideration | 14,057,191 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||||||
Cash | 5,404,660 | |||||||
Accounts receivable | 623,635 | |||||||
Other current assets | 134,216 | |||||||
Property, plant and equipment | 519,391 | |||||||
Intangible assets | 2,419,600 | |||||||
Total identifiable assets acquired | 9,101,502 | |||||||
Accounts payable | 40,447 | |||||||
Due to seller | 0 | |||||||
Other current liabilities | 1,012,992 | |||||||
Total liabilities assumed | 1,053,439 | |||||||
Noncontrolling interests | 0 | |||||||
Goodwill | 6,009,128 | |||||||
Additional paid-in-capital | 0 | |||||||
Total purchase price | $ 14,057,191 | |||||||
Ryan Brothers | ||||||||
Consideration: | ||||||||
Cash consideration | $ 7,422,252 | |||||||
Stock consideration | 0 | |||||||
Due to seller | 0 | |||||||
Amounts held under an escrow account | 0 | |||||||
Contingent liability | 4,000,000 | 1,828,302 | 1,821,018 | |||||
Total consideration | 11,422,252 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||||||
Cash | 620,548 | |||||||
Accounts receivable | 5,844,494 | |||||||
Other current assets | 136,157 | |||||||
Property, plant and equipment | 2,125,134 | |||||||
Intangible assets | 387,550 | |||||||
Total identifiable assets acquired | 9,113,883 | |||||||
Accounts payable | 44,911 | |||||||
Due to seller | 5,844,494 | |||||||
Other current liabilities | 286,792 | |||||||
Total liabilities assumed | 6,176,197 | |||||||
Noncontrolling interests | 0 | |||||||
Goodwill | 8,484,566 | |||||||
Additional paid-in-capital | 0 | |||||||
Total purchase price | $ 11,422,252 | |||||||
Exceptional | ||||||||
Consideration: | ||||||||
Cash consideration | $ 6,375,000 | |||||||
Stock consideration | 0 | |||||||
Due to seller | 6,000,000 | 3,000,000 | 3,000,000 | |||||
Amounts held under an escrow account | 1,333,333 | |||||||
Contingent liability | 1,080,000 | $ 265,571 | $ 279,301 | |||||
Total consideration | 14,788,333 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||||||
Cash | 299,050 | |||||||
Accounts receivable | 3,785,490 | |||||||
Other current assets | 0 | |||||||
Property, plant and equipment | 2,450,900 | |||||||
Intangible assets | 125,000 | |||||||
Total identifiable assets acquired | 6,660,440 | |||||||
Accounts payable | 0 | |||||||
Due to seller | 4,084,540 | |||||||
Other current liabilities | 0 | |||||||
Total liabilities assumed | 4,084,540 | |||||||
Noncontrolling interests | 0 | |||||||
Goodwill | 12,212,433 | |||||||
Additional paid-in-capital | 0 | |||||||
Total purchase price | $ 14,788,333 |
Acquisition of Businesses (Deta
Acquisition of Businesses (Details) - Schedule of Pro Forma Combined Financial Information | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Revenue | $ 116,116,322 |
Net loss | $ (2,879,996) |
Goodwill- Narrative (Details)
Goodwill- Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, acquired during period | $ 8,642,190 | |
Goodwill | $ 47,539,929 | $ 47,489,759 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in the Carrying Value of Goodwill (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2023 | $ 47,539,929 |
Currency translation adjustment | (50,170) |
Balance as of March 31, 2024 | $ 47,489,759 |
Intangibles - Schedule of Intan
Intangibles - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (14,161,529) | $ (12,469,596) |
Net Carrying Amount | 25,802,480 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 50,152,524 | 30,180,863 |
Additions | 773,039 | 19,971,661 |
Accumulated Amortization | 14,161,529 | 12,469,596 |
Intangibles, net | 36,764,034 | 37,682,928 |
Operating licenses | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,399,004 | 8,799,004 |
Additions | 0 | 600,000 |
Net Carrying Amount | 9,399,004 | 9,399,004 |
Material contracts | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 62,550 | 62,550 |
Additions | 0 | 0 |
Net Carrying Amount | $ 62,550 | $ 62,550 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 15 years | 15 years |
Gross Carrying Amount | $ 83,784 | $ 62,823 |
Additions | 0 | 20,961 |
Accumulated Amortization | (16,988) | (15,592) |
Net Carrying Amount | 66,796 | 68,192 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 16,988 | $ 15,592 |
Computer software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 5 years | 5 years |
Gross Carrying Amount | $ 247,828 | $ 247,828 |
Additions | 0 | 0 |
Accumulated Amortization | (238,007) | (235,967) |
Net Carrying Amount | 9,821 | 11,861 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | 238,007 | 235,967 |
Internally developed software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,078,087 | 8,284,058 |
Additions | 793,240 | 1,794,029 |
Accumulated Amortization | (9,702,883) | (8,821,563) |
Net Carrying Amount | 1,168,444 | 1,256,524 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 9,702,883 | $ 8,821,563 |
Internally developed software | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 4 years | 4 years |
Internally developed software | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 5 years | 5 years |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 28,337,524 | $ 12,397,954 |
Additions | (17,474) | 15,939,570 |
Accumulated Amortization | (4,126,814) | (3,334,925) |
Net Carrying Amount | 24,193,236 | 25,002,599 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 4,126,814 | $ 3,334,925 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 8 years | 8 years |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 9 years | 9 years |
Trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 8 years | 8 years |
Gross Carrying Amount | $ 343,747 | $ 326,646 |
Additions | (2,727) | 17,101 |
Accumulated Amortization | (56,837) | (46,549) |
Net Carrying Amount | 284,183 | 297,198 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 56,837 | $ 46,549 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 5 years | 5 years |
Gross Carrying Amount | $ 100,000 | $ 0 |
Additions | 0 | 100,000 |
Accumulated Amortization | (20,000) | (15,000) |
Net Carrying Amount | 80,000 | 85,000 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 20,000 | $ 15,000 |
Trade credits | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 5 years | 5 years |
Gross Carrying Amount | $ 1,500,000 | $ 0 |
Additions | 0 | 1,500,000 |
Accumulated Amortization | 0 | 0 |
Net Carrying Amount | 1,500,000 | 1,500,000 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 0 | $ 0 |
Intangibles - Narrative (Detail
Intangibles - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite-lived intangible assets, foreign currency translation adjustment | $ (3,050) | |
Amortization of intangible assets | $ 1,694,983 | $ 1,365,636 |
Intangibles - Schedule of Amort
Intangibles - Schedule of Amortization Expense for the Next Five Years in Aggregate (Details) | Mar. 31, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024, remaining | $ 2,956,034 |
2025 | 3,897,755 |
2026 | 3,247,408 |
2027 | 3,246,694 |
2028 | 3,230,233 |
Thereafter | 9,224,356 |
Net Carrying Amount | $ 25,802,480 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Liabilities [Abstract] | ||
Accrued subcontractors | $ 19,039,490 | $ 37,858,755 |
Accrued general expenses | 19,644,487 | 27,001,232 |
Accrued workers' compensation and other insurance liabilities | 14,825,588 | 12,881,902 |
Accrued payroll | 8,070,291 | 6,464,192 |
Accrued bonus | 6,096,800 | 4,784,005 |
Other current liabilities | 2,501,600 | 2,350,523 |
Total accrued liabilities | $ 70,178,256 | $ 91,340,609 |
Line of Credit (Details)
Line of Credit (Details) | 3 Months Ended | |||||||
Mar. 18, 2024 USD ($) | Mar. 04, 2024 USD ($) | Feb. 27, 2024 USD ($) | Feb. 08, 2024 USD ($) | Nov. 01, 2022 USD ($) bank | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Line of Credit (Details) [Line Items] | ||||||||
Number of banks with agreements | bank | 2 | |||||||
Number of banks, administrative agent | bank | 1 | |||||||
Maximum amount outstanding during period | $ 90,000,000 | |||||||
Line of credit facility, increase | $ 50,000,000 | |||||||
Revolving Credit Facility | ||||||||
Line of Credit (Details) [Line Items] | ||||||||
Debt instrument, term (in years) | 5 years | |||||||
Line of Credit | Revolving Credit Facility | ||||||||
Line of Credit (Details) [Line Items] | ||||||||
Outstanding balance of the line of credit | $ 30,000,000 | $ 25,000,000 | ||||||
Proceeds from long-term lines of credit | $ 15,000,000 | $ 15,000,000 | $ 15,000,000 | |||||
Repayments of long-term lines of credit | $ 40,000,000 | |||||||
Unused line of credit | 60,000,000 | |||||||
Interest expense | $ 449,099 | $ 0 | ||||||
Line of Credit | Secured Overnight Financing Rate | ||||||||
Line of Credit (Details) [Line Items] | ||||||||
Variable rate | 1.25% | |||||||
Line of Credit | Base Rate | ||||||||
Line of Credit (Details) [Line Items] | ||||||||
Variable rate | 0.25% |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Notes Payable (Details) [Line Items] | |||
Aggregate installment amount | $ 2,864 | ||
Notes Payable | |||
Notes Payable (Details) [Line Items] | |||
Interest expense | $ 883 | $ 29,034 | |
Minimum | |||
Notes Payable (Details) [Line Items] | |||
Interest range percentage | 2.50% | 2.50% | |
Maximum | |||
Notes Payable (Details) [Line Items] | |||
Interest range percentage | 7.50% | 7.50% |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Notes Payable (Details) - Schedule of notes payable (Parentheticals) [Line Items] | ||
Equipment and financing loans payable, between 2.5% and 7.5% interest and maturing between June 2024 and August 2026 | $ 60,093 | $ 69,717 |
Total notes payable | 60,093 | 69,717 |
Less: current portion of notes payable | 26,367 | 28,131 |
Total non-current portion of notes payable | $ 33,726 | $ 41,586 |
Minimum | ||
Notes Payable (Details) - Schedule of notes payable (Parentheticals) [Line Items] | ||
Interest rate | 2.50% | 2.50% |
Maximum | ||
Notes Payable (Details) - Schedule of notes payable (Parentheticals) [Line Items] | ||
Interest rate | 7.50% | 7.50% |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Minimum Annual Maturities of Notes Payable (Details) | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024, remaining | $ 19,981 |
2025 | 25,781 |
2026 | 14,331 |
Total maturities | 60,093 |
Current portion of notes payable | (26,367) |
Long-term portion of notes payable | $ 33,726 |
Business Segment Information -
Business Segment Information - Narrative (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 segment | Mar. 31, 2023 segment | Dec. 31, 2022 revenueStream segment | |
Segment Reporting [Abstract] | |||
Number of operating segments | segment | 3 | 3 | 2 |
Number of revenue streams | revenueStream | 2 |
Business Segment Information (D
Business Segment Information (Details) - Schedule of Operating Results for the Business Segments - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 192,087,529 | $ 113,002,703 | |
Income (loss) from operations | 15,875,367 | (6,902,587) | |
Assets | 490,685,117 | 407,545,176 | $ 490,451,957 |
Depreciation and amortization | 4,182,781 | 3,649,329 | |
Stock compensation | 3,988,339 | 8,450,016 | |
Long-lived assets | 123,080,290 | 126,882,729 | |
Capital expenditures | 4,135,485 | 31,215,836 | |
Transportation Services | |||
Segment Reporting Information [Line Items] | |||
Revenues | 48,146,371 | 40,055,946 | |
Income (loss) from operations | 1,016,298 | 1,083,040 | |
Assets | 134,876,411 | 118,998,556 | |
Depreciation and amortization | 1,998,455 | 1,863,304 | |
Stock compensation | 138,424 | 259,693 | |
Long-lived assets | 66,118,463 | 82,637,490 | |
Capital expenditures | 3,208,082 | 3,625,456 | |
Mobile Health Services | |||
Segment Reporting Information [Line Items] | |||
Revenues | 143,941,158 | 72,946,757 | |
Income (loss) from operations | 32,212,025 | 13,188,159 | |
Assets | 290,217,792 | 152,352,877 | |
Depreciation and amortization | 1,200,642 | 716,539 | |
Stock compensation | 1,912,290 | 116,934 | |
Long-lived assets | 46,236,132 | 32,775,318 | |
Capital expenditures | 129,190 | 26,090,733 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Revenues | 0 | 0 | |
Income (loss) from operations | (17,352,956) | (21,173,786) | |
Assets | 65,590,914 | 136,193,743 | |
Depreciation and amortization | 983,684 | 1,069,486 | |
Stock compensation | 1,937,625 | 8,073,389 | |
Long-lived assets | 10,725,695 | 11,469,921 | |
Capital expenditures | $ 798,213 | $ 1,499,647 |
Business Segment Information _2
Business Segment Information - Long-Lived Assets by Geographic Areas (Details) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 123,080,290 | $ 126,882,729 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 103,643,069 | 108,243,999 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 19,437,221 | $ 18,638,730 |
Equity (Details)
Equity (Details) - USD ($) | 3 Months Ended | ||||
Jan. 31, 2024 | Mar. 31, 2024 | Dec. 31, 2022 | Jun. 30, 2022 | May 24, 2022 | |
Stockholders' Equity Note [Abstract] | |||||
Stock repurchase program, authorized amount | $ 36,000,000 | $ 40,000,000 | |||
Common stock repurchased (in shares) | 536,839 | 536,839 | |||
Common stock repurchased | $ 4,877,559 | $ 3,731,712 | $ 3,731,712 | ||
Stock repurchase program, period in force | 6 months | ||||
Stock repurchased and cancelled (in shares) | 1,255,614 | ||||
Stock repurchased and cancelled | $ 4,877,559 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Contractual term (in years) | 10 years | |||
Employee stock options on a converted basis had vested (in shares) | 5,100,000 | |||
Dividend yield | 0% | 0% | ||
Weighted average fair value per share (in dollars per share) | $ 3.66 | $ 7.93 | ||
Stock compensation | $ 3,988,339 | $ 8,450,016 | ||
Total unrecognized compensation related to unvested stock option awards granted | $ 19,926,689 | $ 29,058,756 | ||
Weighted average period (in years) | 1 year 9 months 7 days | |||
Class A | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Reserved shares (in shares) | 16,607,894 | |||
Options | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock compensation | $ 2,455,143 | 2,706,591 | ||
Options | Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vesting period (in years) | 3 years | |||
Options | Maximum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vesting period (in years) | 5 years | |||
Restricted Stock Units (RSUs) | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock compensation | $ 1,184,394 | 429,675 | ||
Weighted average period (in years) | 2 years 1 month 6 days | |||
Total grant-date fair value | $ 2,999,432 | |||
Unrecognized compensation cost | $ 13,987,767 | 12,602,662 | ||
Restricted Stock Units (RSUs) | Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vesting period (in years) | 1 year | |||
Restricted Stock Units (RSUs) | Maximum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vesting period (in years) | 4 years | |||
Performance Shares | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock compensation | $ 348,802 | $ 0 | ||
Weighted average period (in years) | 3 years 9 months 18 days | |||
Total grant-date fair value | $ 0 | |||
Unrecognized compensation cost | $ 5,178,365 | $ 5,527,166 | ||
Performance Shares | Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vesting period (in years) | 1 year | |||
Performance Shares | Maximum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vesting period (in years) | 4 years |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - Schedule of Fair Value of Stock Option Assumptions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 4.30% | |
Risk-free interest rate, minimum | 0.70% | |
Risk-free interest rate, maximum | 4.30% | |
Expected term (in years) | 5 years | 6 years 3 months |
Volatility | 70.70% | |
Volatility, minimum | 60% | |
Volatility, maximum | 69% | |
Dividend yield | 0% | 0% |
Stock Based Compensation (Det_2
Stock Based Compensation (Details) - Schedule of Company’s Stock Option Activity - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Options Shares | ||
Beginning balance (in shares) | 11,942,264 | |
Granted/vested (in shares) | 50,000 | |
Exercised (in shares) | 0 | |
Cancelled (in shares) | (203,279) | |
Ending balance (in shares) | 11,788,985 | 11,942,264 |
Options Shares, Options vested and exercisable (in shares) | 5,135,931 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 7.36 | |
Granted/vested (in dollars per share) | 3.66 | |
Exercised (in dollars per share) | 0 | |
Cancelled (in dollars per share) | 5.69 | |
Ending balance (in dollars per share) | 7.38 | $ 7.36 |
Weighted average exercise price, options vested and exercisable (in dollars per share) | $ 6.89 | |
Weighted Average Remaining Contractual Life in Years | ||
Weighted average remaining contractual life in years | 8 years 18 days | 8 years 1 month 28 days |
Weighted average remaining contractual life in years, options vested and exercisable | 7 years 6 months 10 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | ||
Aggregate intrinsic value | $ 49,866,336 | $ 50,315,593 |
Aggregate intrinsic value, options vested and exercisable | $ 2,173,571 |
Stock Based Compensation (Det_3
Stock Based Compensation (Details) - Schedule of Activity Under RSUs - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
RSUs | |
Beginning balance (in shares) | 2,424,095 |
Granted (in shares) | 818,247 |
Vested (in shares) | (165,688) |
Forfeited (in shares) | 0 |
Ending balance (in shares) | 3,076,654 |
Vested and unissued (in shares) | 58,434 |
Non-vested (in shares) | 3,018,220 |
Weighted- Average Grant Date Fair Value Per RSU | |
Beginning balance (in dollars per share) | $ / shares | $ 5.61 |
Granted (in dollars per share) | $ / shares | 3.67 |
Vested (in dollars per share) | $ / shares | 4.23 |
Forfeited (in dollars per share) | $ / shares | 0 |
Vested and unissued (in dollars per share) | $ / shares | 5.85 |
Ending balance (in dollars per share) | $ / shares | $ 5.16 |
Stock Based Compensation (Det_4
Stock Based Compensation (Details) - Schedule of Activity Under PSUs - Performance Shares | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
PSUs | |
Beginning balance (in shares) | shares | 1,085,270 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Vested and unissued (in shares) | shares | 0 |
Ending balance (in shares) | shares | 1,085,270 |
Weighted- Average Grant Date Fair Value Per PSU | |
Beginning balance (in dollars per share) | $ / shares | $ 5.16 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Vested and unissued (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 5.16 |
Leases- Narrative (Details)
Leases- Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jan. 01, 2019 | Mar. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Leases [Abstract] | |||||
Estimated borrowing rate | 6% | ||||
Loss on remeasurement of operating leases | $ 7,306 | ||||
Operating lease expense | $ 936,750 | $ 756,245 | |||
Operating lease payment | 928,986 | 756,245 | |||
Financing lease payments | 969,588 | 744,030 | |||
Present value of future minimum lease payments | 12,585,389 | 12,585,389 | $ 11,430,465 | ||
Accumulated depreciation expense | 11,469,799 | 11,469,799 | $ 11,679,823 | ||
Depreciation expense | 1,056,490 | 801,083 | |||
Gain on remeasurement of lease | $ 2,609 | $ (4,697) | $ 0 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease expense | $ 936,750 | $ 756,245 |
Short-term lease expense | 468,874 | 336,318 |
Total lease cost - operating leases | 1,405,624 | 1,092,563 |
Finance lease payment | 969,588 | 744,030 |
Short-term lease payment | 0 | 0 |
Total lease payments | $ 969,588 | $ 744,030 |
Leases - Schedule of Lease Asse
Leases - Schedule of Lease Assets and Liabilities in the Condensed Consolidated Balance Sheets (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Operating Lease, Asset | ||
Lease right-of-use assets | $ 9,125,733 | $ 9,580,535 |
Total lease assets | 9,125,733 | 9,580,535 |
Current liabilities: | ||
Lease liability - current portion | 2,835,458 | 2,773,020 |
Noncurrent liabilities: | ||
Lease liability, net of current portion | 6,720,787 | 7,223,941 |
Total lease liability | 9,556,245 | 9,996,961 |
Finance Lease, Assets | ||
Lease right-of-use assets | 13,385,131 | 12,003,919 |
Total lease assets | 13,385,131 | 12,003,919 |
Current liabilities: | ||
Lease liability - current portion | 3,866,929 | 3,534,073 |
Noncurrent liabilities: | ||
Lease liability, net of current portion | 8,718,460 | 7,896,392 |
Total lease liability | $ 12,585,389 | $ 11,430,465 |
Leases - Schedule of Lease Term
Leases - Schedule of Lease Terms and Discount Rate (Details) | Mar. 31, 2024 |
Leases [Abstract] | |
Weighted average remaining lease term (in years) - operating leases | 3 years 6 months 14 days |
Weighted average discount rate - operating leases | 5.73% |
Weighted average remaining lease term (in years) - finance leases | 3 years 5 months 15 days |
Weighted average discount rate - finance leases | 5.58% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under the Operating and Financing Leases (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Operating Leases | ||
2024, remaining | $ 2,465,671 | |
2025 | 3,326,939 | |
2026 | 2,488,249 | |
2027 | 1,294,407 | |
2028 | 676,215 | |
Thereafter | 365,656 | |
Total future minimum lease payments | 10,617,137 | |
Less effects of discounting | (1,060,892) | |
Present value of future minimum lease payments | 9,556,245 | $ 9,996,961 |
Finance Leases | ||
2024, remaining | 3,381,839 | |
2025 | 4,227,073 | |
2026 | 3,363,565 | |
2027 | 1,983,021 | |
2028 | 843,042 | |
Thereafter | 83,908 | |
Total future minimum lease payments | 13,882,448 | |
Less effects of discounting | (1,297,059) | |
Present value of future minimum lease payments | $ 12,585,389 | $ 11,430,465 |
Other income (expense) - Narrat
Other income (expense) - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | ||
Other income (expense) | $ (152,984) | $ 853,927 |
Other income (expense) - Schedu
Other income (expense) - Schedule of Other Income (Expense) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |||
Interest (expense) income, net | $ (369,008) | $ 809,172 | |
Change in fair value of contingent liability | 6,446 | 0 | |
Loss on equity method investments | (83,167) | (115,286) | |
Loss on remeasurement of operating and finance leases | $ 2,609 | (4,697) | 0 |
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 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | |||
Mar. 07, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||
Commission payments | $ 253,250 | $ 234,230 | ||
Total accrued liabilities | 70,178,256 | $ 91,340,609 | ||
Transition Services Agreement Payments | Former Chief Executive Officer | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | 135,000 | 0 | ||
Consulting Agreement Consideration | Director and Chair of the Board | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | $ 35,000 | |||
Related Party | Former Chief Executive Officer | ||||
Related Party Transaction [Line Items] | ||||
Monthly consulting fee | 45,000 | |||
Related Party | Legal Service Payments | ||||
Related Party Transaction [Line Items] | ||||
Total accrued liabilities | 52,050 | 0 | ||
Related Party | Subcontractor Payments | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | 66,011 | $ 93,311 | ||
Accounts payable and accrued liabilities | 65,611 | 0 | ||
Related Party | Transition Services Agreement Payments | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable | 45,000 | 45,000 | ||
Related Party | Consulting Agreement Consideration | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable and accrued liabilities | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax (provision) benefit | $ (5,119,004) | $ 2,129,870 |
401(k) Plan (Details)
401(k) Plan (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Eligibility service period (in months) | 2 months |