DocGo (DCGO) - 2022 Q3 - Quarterly Report

PART I - FINANCIAL INFORMATION This section provides DocGo Inc.'s unaudited condensed consolidated financial information and management's analysis for the reported periods Item 1. Financial Statements This section presents DocGo Inc.'s unaudited condensed consolidated financial statements, including balance sheets, statements of operations and comprehensive income, statements of changes in stockholders' equity, and statements of cash flows, along with detailed notes explaining significant accounting policies, business operations, and financial details for the periods ended September 30, 2022, and December 31, 2021 Condensed Consolidated Balance Sheets This section provides a snapshot of the company's assets, liabilities, and equity at specific points in time Total Assets: | Metric | Sep 30, 2022 (Unaudited) | Dec 31, 2021 (Audited) | | :----- | :----------------------- | :--------------------- | | Total Assets | $355,920,210 | $309,602,652 | Total Liabilities: | Metric | Sep 30, 2022 (Unaudited) | Dec 31, 2021 (Audited) | | :----- | :----------------------- | :--------------------- | | Total Liabilities | $85,087,351 | $82,545,628 | Total Stockholders' Equity: | Metric | Sep 30, 2022 (Unaudited) | Dec 31, 2021 (Audited) | | :----- | :----------------------- | :--------------------- | | Total Stockholders' Equity | $270,832,859 | $227,057,024 | Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income This statement details the company's revenues, expenses, and net income over specific reporting periods Revenue, Net: | Period | Sep 30, 2022 | Sep 30, 2021 | Change (YoY) | | :----- | :----------- | :----------- | :----------- | | Three Months | $104,319,894 | $85,838,988 | +21.5% | | Nine Months | $331,730,750 | $197,394,379 | +68.0% | Net Income (Loss): | Period | Sep 30, 2022 | Sep 30, 2021 | Change (YoY) | | :----- | :----------- | :----------- | :----------- | | Three Months | $2,466,486 | $801,566 | +207.7% | | Nine Months | $23,594,786 | $(1,095,427) | N/A (swing to profit) | Basic EPS: | Period | Sep 30, 2022 | Sep 30, 2021 | | :----- | :----------- | :----------- | | Three Months | $0.03 | $0.06 | | Nine Months | $0.26 | $0.00 | Diluted EPS: | Period | Sep 30, 2022 | Sep 30, 2021 | | :----- | :----------- | :----------- | | Three Months | $0.03 | $0.04 | | Nine Months | $0.24 | $0.00 | Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity This statement outlines the changes in the company's equity accounts over a specified period Total Stockholders' Equity: | Date | Amount | | :--- | :----- | | Sep 30, 2022 | $270,832,859 | | Dec 31, 2021 | $227,057,024 | | Sep 30, 2021 | $67,063,620 | Additional Paid-in Capital: | Date | Amount | | :--- | :----- | | Sep 30, 2022 | $301,522,213 | | Dec 31, 2021 | $283,161,216 | | Sep 30, 2021 | $143,289,262 | Accumulated Deficit: | Date | Amount | | :--- | :----- | | Sep 30, 2022 | $(37,036,937) | | Dec 31, 2021 | $(63,556,714) | | Sep 30, 2021 | $(87,117,532) | Unaudited Condensed Consolidated Statements of Cash Flows This statement summarizes the cash inflows and outflows from operating, investing, and financing activities Net Cash Provided by Operating Activities: | Period | Sep 30, 2022 | Sep 30, 2021 | Change (YoY) | | :----- | :----------- | :----------- | :----------- | | Nine Months | $37,607,545 | $6,853,001 | +448.8% | Net Cash Used in Investing Activities: | Period | Sep 30, 2022 | Sep 30, 2021 | Change (YoY) | | :----- | :----------- | :----------- | :----------- | | Nine Months | $(37,793,968) | $(4,447,371) | +750.0% | Net Cash Provided by Financing Activities: | Period | Sep 30, 2022 | Sep 30, 2021 | Change (YoY) | | :----- | :----------- | :----------- | :----------- | | Nine Months | $685,871 | $6,127,746 | -88.8% | Cash and Restricted Cash at End of Period: | Date | Amount | | :--- | :----- | | Sep 30, 2022 | $179,352,324 | | Sep 30, 2021 | $43,162,495 | Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the unaudited condensed consolidated financial statements 1. Description of Organization and Business Operations This note outlines the company's formation, business combination, and primary service offerings - DocGo Inc. consummated a business combination with Ambulnz, Inc. on November 5, 2021, accounted for as a reverse recapitalization[32][33] - DocGo raised $158.0 million of net proceeds from the business combination, comprising $43.4 million from Motion's trust account and $114.6 million from PIPE Financing[34] - The Company provides healthcare transportation and mobile health services in major metropolitan cities in the U.S. and U.K., performing in-person care at various non-traditional locations[35] 2. Summary of Significant Accounting Policies This note details the accounting principles and methods used in preparing the financial statements - The Unaudited Condensed Consolidated Financial Statements are prepared in accordance with U.S. GAAP and SEC interim reporting rules, to be read in conjunction with the 2021 Form 10-K[37] - The Company consolidates MD1 Medical Care P.C. as a Variable Interest Entity (VIE) due to its controlling financial interest, having the power and rights to control all activities and absorbing all losses[43][44] - For the nine months ended September 30, 2022, one customer accounted for approximately 33% of sales and 35% of net accounts receivable, and another customer accounted for 11% of sales and 0.1% of net accounts receivable[52] - DocGo is an 'emerging growth company' and has elected not to opt out of the extended transition period for new or revised financial accounting standards, which may affect comparability with other public companies[56][57] - Revenue is generated from Transportation Services and Mobile Health services, recognized when performance obligations are satisfied, typically immediately or over time for fixed-fee Mobile Health services[94][101] Revenue Breakdown (Nine Months Ended Sep 30, 2022 vs. 2021): | Category | Sep 30, 2022 | Sep 30, 2021 | Change (YoY) | | :----------------------- | :----------- | :----------- | :----------- | | Primary Geographical Markets: | | | | | United States | $322,706,143 | $190,595,217 | +69.3% | | United Kingdom | $9,024,607 | $6,799,162 | +32.7% | | Major Segments/Service Lines: | | | | | Transportation Services | $77,657,852 | $65,657,141 | +18.3% | | Mobile Health | $254,072,898 | $131,737,238 | +92.9% | - The Company holds 50% interests in RND Health Services Inc. (acquired Oct 2021 for $655,876) and National Providers Association, LLC (acquired Nov 2021 for $30,000, now 50% owned), accounted for using the equity method[107][110] 3. Property and Equipment, net This note details the company's property and equipment assets and related depreciation expenses Property and Equipment, Net: | Date | Amount | | :--- | :----- | | Sep 30, 2022 | $17,577,830 | | Dec 31, 2021 | $12,733,889 | Depreciation Expense (Nine Months Ended Sep 30): | Year | Amount | | :--- | :----- | | 2022 | $2,592,244 | | 2021 | $1,697,380 | 4. Acquisition of Businesses This note provides details on the businesses acquired by the company during the reporting period - On July 6, 2022, Holdings acquired 100% of Government Medical Services, LLC (GMS) for $20.3 million in cash, plus $3.0 million upon meeting certain performance conditions[119] - On July 13, 2022, the Company acquired 100% of Exceptional Medical Transportation, LLC (Exceptional) for $13.7 million, consisting of $7.7 million cash at closing and $6 million payable over 24 months[121] - On August 9, 2022, the Company acquired 100% of Ryan Brothers Fort Atkinson, LLC (RT) for $11.4 million, including $7.4 million cash at closing and $4.0 million of estimated contingent consideration over 24 months[126] Total Consideration for Q3 2022 Acquisitions: | Acquisition | Cash Consideration | Due to Seller | Contingent Consideration | Amounts held under escrow | Total Consideration | | :---------- | :----------------- | :------------ | :----------------------- | :------------------------ | :------------------ | | Ryan Brothers | $7,422,252 | - | $4,000,000 | - | $11,422,252 | | Exceptional | $6,375,000 | $6,000,000 | - | $1,333,333 | $13,708,333 | | GMS | $20,338,789 | - | - | - | $20,338,789 | | Total | $34,136,041 | $6,000,000 | $4,000,000 | $1,333,333 | $45,469,374 | 5. Goodwill This note provides information on the company's goodwill balance and changes during the period Goodwill Carrying Value: | Date | Amount | | :--- | :----- | | Sep 30, 2022 | $34,533,363 | | Dec 31, 2021 | $8,686,966 | - Goodwill acquired during the period amounted to $25,846,397[131] 6. Intangibles This note details the company's intangible assets and their associated amortization expenses Net Intangibles: | Date | Amount | | :--- | :----- | | Sep 30, 2022 | $20,647,790 | | Dec 31, 2021 | $10,678,049 | Amortization Expense (Nine Months Ended Sep 30): | Year | Amount | | :--- | :----- | | 2022 | $2,269,423 | | 2021 | $1,432,983 | Future Amortization Expense (as of Sep 30, 2022): | Year | Amortization Expense | | :--- | :------------------- | | 2022 (remaining) | $680,930 | | 2023 | $2,078,406 | | 2024 | $1,510,563 | | 2025 | $1,460,965 | | 2026 | $1,094,588 | | Thereafter | $4,934,074 | | Total | $11,759,526 | 7. Accrued Liabilities This note provides a breakdown of the company's accrued liabilities and their changes Total Accrued Liabilities: | Date | Amount | | :--- | :----- | | Sep 30, 2022 | $38,558,074 | | Dec 31, 2021 | $35,110,877 | - Key increases in accrued liabilities include payroll, general expenses, subcontractors, and workers' compensation, while accrued bonus and lab fees decreased[137] 8. Line of Credit This note details the company's revolving loan and bridge credit agreement - The Company has a revolving loan and bridge credit agreement with a maximum advance amount of $12,000,000[138] - The interest rate is the Wall Street Journal Prime Rate (6.25% at Sep 30, 2022) plus 1.00%, with a minimum of 5.00% per annum[138] - As of September 30, 2022, the outstanding balance on the line of credit was $1,000,000, drawn in January 2022 to fund operations[138] 9. Notes Payable This note outlines the company's notes payable, including their purpose, interest rates, and maturities Total Notes Payable: | Date | Amount | | :--- | :----- | | Sep 30, 2022 | $2,136,808 | | Dec 31, 2021 | $1,903,288 | - Notes payable are primarily for transportation equipment, with interest rates ranging from 2.5% to 8% and maturities through 2051[141] Future Minimum Annual Maturities (as of Sep 30, 2022): | Year | Notes Payable | | :--- | :------------ | | 2022 (remaining) | $137,959 | | 2023 | $582,722 | | 2024 | $446,812 | | 2025 | $386,785 | | 2026 | $311,769 | | Thereafter | $270,761 | | Total Maturities | $2,136,808 | 10. Business Segment Information This note provides financial data for the company's operating segments: Transportation Services and Mobile Health - DocGo operates in two segments: Transportation Services and Mobile Health services, with performance evaluated by the chief operating decision maker based on revenue streams[144] Nine Months Ended Sep 30, 2022 Segment Performance: | Metric | Transportation Services | Mobile Health Services | Total | | :-------------------------- | :---------------------- | :--------------------- | :---------- | | Revenues | $77,657,852 | $254,072,898 | $331,730,750 | | Income (loss) from operations | $(33,035,470) | $54,786,982 | $21,751,512 | | Total assets | $173,789,449 | $182,130,761 | $355,920,210 | | Depreciation and amortization expense | $6,271,952 | $981,704 | $7,253,656 | | Stock compensation | $1,253,450 | $3,280,309 | $4,533,759 | | Long-lived assets | $19,584,744 | $53,174,239 | $72,758,983 | Three Months Ended Sep 30, 2022 Segment Performance: | Metric | Transportation Services | Mobile Health Services | Total | | :-------------------------- | :---------------------- | :--------------------- | :---------- | | Revenues | $27,670,109 | $76,649,785 | $104,319,894 | | Income (loss) from operations | $(4,213,156) | $8,412,346 | $4,199,190 | 11. Equity This note describes changes in the company's equity, including stock conversions and repurchase programs - DocGo's Series A preferred stock was cancelled and converted into common stock during the November 2021 merger[152] - The Board authorized a share repurchase program on May 24, 2022, to purchase up to $40 million of common stock, expiring November 24, 2023[160] - During the second quarter of 2022, the Company repurchased 70,000 shares of common stock for $498,000; no shares were repurchased in the third quarter of 2022[160] 12. Stock Based Compensation This note details the company's stock-based compensation plans and related activity - The Company established the DocGo Inc. Equity Incentive Plan in 2021, reserving 16,607,894 shares of common stock for issuance[163] Stock Option Activity (Nine Months Ended Sep 30, 2022): | Metric | Options Shares | Weighted Average Exercise Price | | :-------------------------- | :------------- | :------------------------------ | | Balance as of Dec 31, 2021 | 8,422,972 | $6.21 | | Granted/Vested during year | 2,183,026 | $5.92 | | Exercised during year | (1,637,159) | $2.04 | | Cancelled during year | (706,642) | $7.71 | | Balance as of Sep 30, 2022 | 8,262,197 | $7.04 | - Total unrecognized compensation related to unvested stock option awards was $27,812,078, expected to be recognized over a weighted-average period of approximately 3.73 years[170] - As of September 30, 2022, the Company had $1,241,163 in unrecognized compensation cost related to non-vested RSUs, expected to be recognized over approximately 3.1 years[176] 13. Leases This note provides information on the company's operating and finance leases, including costs and liabilities Total Lease Cost (Nine Months Ended Sep 30): | Year | Operating Lease Expense | Short-term Lease Expense | Total Lease Cost | | :--- | :---------------------- | :----------------------- | :--------------- | | 2022 | $1,517,541 | $863,316 | $2,380,857 | | 2021 | $1,446,067 | $256,448 | $1,702,515 | Operating Lease Liabilities (Sep 30, 2022): | Category | Amount | | :-------------------------- | :----------- | | Lease right-of-use assets | $8,185,547 | | Lease liability - current portion | $2,059,278 | | Lease liability, net of current portion | $6,406,246 | | Total lease liability | $8,465,524 | Finance Lease Liabilities (Sep 30, 2022): | Category | Amount | | :-------------------------- | :----------- | | Lease right-of-use assets | $9,421,196 | | Lease liability - current portion | $2,858,968 | | Lease liability, net of current portion | $6,086,521 | | Total lease liability | $8,945,489 | - A gain of $1.4 million was recorded in June 2022 from the remeasurement of finance leases, resulting from a decision to purchase vehicles at the end of their lease terms[191] 14. Other Expense This note details other non-operating expenses, including warrant liability remeasurement - For the three months ended September 30, 2022, the Company recorded a loss of approximately $1.8 million from the remeasurement of warrant liabilities, reflecting an increase in DocGo's stock price[199] - All outstanding warrants were redeemed in September 2022[199] 15. Related Party Transactions This note discloses transactions with related parties, including legal and subcontractor services Legal Services Payments to Ely D. Tendler Strategic & Legal Services PLLC (owned by General Counsel): | Period | Amount | | :----- | :----------- | | Nine Months Ended Sep 30, 2022 | $704,593 | | Nine Months Ended Sep 30, 2021 | $476,293 | Subcontractor Payments to Pride Staff (owned by operations manager and spouse): | Period | Amount | | :----- | :----------- | | Nine Months Ended Sep 30, 2022 | $364,844 | | Nine Months Ended Sep 30, 2021 | $592,417 | 16. Income Taxes This note provides information on the company's income tax expense and its drivers Income Tax Expense (Nine Months Ended Sep 30): | Year | Amount | | :--- | :----------- | | 2022 | $1,163,755 | | 2021 | $613,531 | - The increase in income tax expense resulted from higher pretax income and state income taxes in new jurisdictions[206] 17. 401(K) Plan This note describes the company's 401(k) plan for eligible U.S. employees - The Company established a 401(k) plan in January 2022 for eligible U.S. employees[207] - No employer contributions were made to the 401(k) plan as of September 30, 2022[207] 18. Legal Proceedings This note details the company's legal proceedings and related liabilities - As of September 30, 2022, the Company recorded a $1,000,000 liability for an agreed settlement of class-based wage and hour claims (Stephanie Zamora, Jascha Dlugatch, et al. v. Ambulnz Health, LLC, et al.)[209] - The proposed settlement received preliminary court approval on September 9, 2022[210] 19. Risk and Uncertainties This note discusses the impact of the COVID-19 pandemic and other risks on the company's operations - The COVID-19 pandemic had a mixed impact, initially causing a decline in non-emergency medical transportation but leading to incremental revenue from FEMA projects and significant growth in Mobile Health services, particularly COVID-19 testing[214][215] - The pandemic accelerated the diversification and expansion of the Mobile Health segment, which has now become the Company's larger operating segment, driven by secular factors like patient desire for non-traditional care settings[215][216] - Medicare accelerated payments of approximately $2,397,024 received in April 2020 were fully repaid by September 30, 2022[219] 20. Subsequent Events This note describes significant events that occurred after the reporting period - On October 12, 2022, the Company acquired Community Ambulance Service Ltd in the United Kingdom for approximately £4.8 million in cash to increase its presence and access municipal contracts[220] - On November 1, 2022, the Company entered into a new revolving loan and security agreement for a maximum of $90,000,000, with an option to increase by an additional $50,000,000, maturing on November 1, 2027[221] Item 2. Management's Discussion and Analysis of Financial Condition and Result of Operations This section analyzes DocGo's financial condition and operating results, including business overview, COVID-19 impact, key factors, and liquidity for the reported periods Overview This section provides a general description of DocGo's business, its operating segments, and key financial highlights - DocGo, incorporated in 2015, is a healthcare transportation and mobile services company operating in major metropolitan cities in the U.S. and U.K.[225] - The Company derives revenue primarily from two operating segments: Transportation Services (emergency and non-emergency ambulance transport) and Mobile Health Services (at-home/office care, COVID-19 testing, event services)[226][227] Net Income (Loss): | Period | Sep 30, 2022 | Sep 30, 2021 | | :----- | :----------- | :----------- | | Three Months | $2.5 million | $0.8 million | | Nine Months | $23.6 million | $(1.1) million | COVID-19 This section discusses the mixed impact of the COVID-19 pandemic on the company's business operations and strategic direction - COVID-19 had a mixed impact, initially causing a decline in non-emergency medical transport volumes but leading to positive business impacts from FEMA projects and the expansion of Rapid Reliable Testing (RRT) for COVID-19 testing[230][231] - RRT, part of the Mobile Health segment, has grown significantly and expanded beyond COVID-19 testing, accelerating the diversification of the Company's business, with Mobile Health now being the larger operating segment[233] - The Company's business plan assumes continued recovery of industry-wide transportation volumes and increased demand for mobile health services, driven by long-term secular factors[235] Factors Affecting Our Results of Operations This section analyzes key internal and external factors influencing the company's financial performance, including acquisitions, market conditions, and inflation - DocGo completed three acquisitions during the nine months ended September 30, 2022, for an aggregate payment of $34.1 million (excluding $1.3 million held in escrow), as part of its strategy to obtain operating licenses and expand market presence[238] - Trip volumes increased by approximately 29% for the three months ended September 30, 2022, and 13% for the nine months ended September 30, 2022, due to customer base growth, new market entry, and acquisitions[266][287] - The average trip price increased from $303 to $374 (Q3 YoY) and $297 to $362 (9M YoY), reflecting a shift to higher-priced transports, acquisition of licenses for higher acuity transports, and a 5.1% increase in Medicare reimbursement rates[266][287] - The inflation rate reached approximately 9.1% in June 2022 and 8.2% in September 2022, impacting the Company's expenses (wages, fuel, medical supplies) and compressing gross profit margins as higher costs are difficult to pass on to customers[250] - The Company's performance is dependent on investments in research and development to continually develop and introduce innovative new software services, integrations, and mobile applications[251] Components of Results of Operations This section describes the primary revenue streams and expense categories that constitute the company's operating results - Revenue is generated from the Company's ambulance Transportation Services segment and its Mobile Health segment[255] - Cost of revenues primarily includes revenue-generating wages, vehicle insurance, maintenance, fuel, laboratory fees, facility rent, medical supplies, and subcontractors[256] - Operating expenses consist of general and administrative, depreciation and amortization, legal and regulatory, technology and development, and sales, advertising and marketing expenses[257][258][259][260][261] Results of Operations This section provides a detailed analysis of the company's financial performance for the reported periods Comparison of the three months ended September 30, 2022 and 2021 This section compares the company's financial performance for the three-month periods ended September 30, 2022, and 2021 - Total revenues for the three months ended September 30, 2022, increased by $18.5 million (22%) to $104.3 million compared to the same period in 2021[265] - Transportation Services revenue increased by $9.8 million (55%) to $27.7 million, driven by a 29% increase in trip volumes and a rise in average trip price from $303 to $374[266] - Mobile Health revenue increased by $8.7 million (13%) to $76.6 million, primarily due to the expansion of services, outweighing a decline in COVID-19 testing revenue[267] - Cost of revenue as a percentage of revenue decreased to 68.3% in Q3 2022 from 69.9% in Q3 2021, despite absolute dollar increases in compensation and vehicle costs, partially offset by decreases in lab fees and subcontracted labor[268][269] - Operating expenses increased by 18% to $28.8 million but declined as a percentage of revenue to 27.7% (from 28.3%) due to increased overall revenues and the semi-fixed nature of corporate infrastructure costs[273] - The Company recorded a $1.8 million loss from the remeasurement of warrant liabilities in Q3 2022, reflecting an increase in DocGo's stock price, with all outstanding warrants redeemed in September 2022[279] Comparison of the nine months ended September 30, 2022 and 2021 This section compares the company's financial performance for the nine-month periods ended September 30, 2022, and 2021 - Total revenues for the nine months ended September 30, 2022, increased by $134.3 million (68%) to $331.7 million compared to the same period in 2021[285] - Transportation Services revenue increased by $12.0 million (18%) to $77.6 million, driven by a 13% increase in trip volumes and a rise in average trip price from $297 to $362[287] - Mobile Health revenue increased by $122.3 million (93%) to $254.1 million, primarily due to the expansion of services, including COVID-19 testing and vaccination[288] - Cost of revenue as a percentage of revenue decreased to 66.1% in the first nine months of 2022 from 69.4% in the prior year, despite absolute dollar increases in compensation, subcontracted labor, and medical supplies, partially offset by lower lab fees[289][290] - Operating expenses increased by 49.5% to $90.5 million but decreased as a percentage of revenue to 27.3% (from 30.6%) due to the significant increase in overall revenues and the semi-fixed nature of corporate infrastructure costs[294] - The Company recorded a $1.1 million gain from the remeasurement of warrant liabilities in the nine months ended September 30, 2022, due to a decline in DocGo's stock price[300] - A gain of approximately $1.4 million was recorded from the remeasurement of finance leases in the nine months ended September 30, 2022[302] Liquidity and Capital Resources This section discusses the company's ability to generate and manage cash, including sources of funds and capital allocation strategies - DocGo's principal sources of liquidity include equity financing, with approximately $158.1 million net proceeds from the November 2021 merger, and operating cash flows[307] Working Capital: | Date | Amount | Change (YoY) | | :--- | :----- | :----------- | | Sep 30, 2022 | $180.9 million | +507% | | Sep 30, 2021 | $29.8 million | | Cash Flow Summary (Nine Months Ended Sep 30): | Activity | 2022 | 2021 | Change (YoY) | | :-------------------------------- | :----- | :----- | :----------- | | Operating Activities | $37.6 million | $6.9 million | +445% | | Investing Activities | $(37.8) million | $(4.4) million | +759% | | Financing Activities | $0.7 million | $6.0 million | -88% | - Subsequent to Q3 2022, on November 1, 2022, the Company entered into a new revolving loan and security agreement for a maximum of $90 million, with an option to increase by an additional $50 million[308] - As of September 30, 2022, $39.5 million remained available for share repurchases under the $40 million program approved on May 24, 2022; no shares were repurchased during Q3 2022[322] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, DocGo Inc. is exempt from providing detailed quantitative and qualitative disclosures about market risk - DocGo is a smaller reporting company and is not required to provide detailed quantitative and qualitative disclosures about market risk[324] Item 4. Controls and Procedures Management concluded that DocGo's disclosure controls and procedures were effective as of September 30, 2022, and reported no material changes in internal control over financial reporting during the quarter - Management concluded that the Company's disclosure controls and procedures were effective as of September 30, 2022[325] - There were no material changes in internal control over financial reporting during the quarter ended September 30, 2022[326] PART II - OTHER INFORMATION This part contains other required disclosures, including legal proceedings, risk factors, and details on equity securities Item 1. Legal Proceedings DocGo Inc. is involved in legal proceedings and claims in the ordinary course of business, with further details provided in Note 18 of the financial statements - The Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business, with details in Note 18 of the financial statements[329] - DocGo receives requests for information from government agencies in connection with their regulatory or investigational authority[330] Item 1A. Risk Factors This section highlights new risk factors related to inflation and the share repurchase program, which could impact gross margins and stock price - No material changes to risk factors disclosed in the 2021 Form 10-K, other than the inflation rate risk and share repurchase risk[331] - The inflation rate reached 8.2% in September 2022, and if it remains above anticipated levels, gross margins could be below plan, adversely affecting business, operating results, and cash flows[332] - The share repurchase program is discretionary, and any future decisions to reduce or discontinue repurchases could cause the market price for common stock to decline and negatively impact investor confidence[333][334][335] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The Board approved a $40 million share repurchase program on May 24, 2022, expiring November 24, 2023, with $39.5 million remaining available as of September 30, 2022 - The Board approved a share repurchase program on May 24, 2022, to purchase up to $40 million of the Company's common stock, expiring November 24, 2023[337] - No shares were repurchased during the three months ended September 30, 2022[337] - As of September 30, 2022, $39.5 million remained available for share repurchases under the program[337] Item 3. Defaults Upon Senior Securities DocGo Inc. reported no defaults upon senior securities for the period - No defaults upon senior securities were reported[338] Item 4. Mine Safety Disclosures This item is not applicable to DocGo Inc.'s operations - This item is not applicable to the Company[339] Item 5. Other Information No other information was reported under this item - No other information was reported under this item[340] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, a new credit agreement, and various certifications - Key exhibits include the Second Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, a Credit Agreement dated November 1, 2022, and various certifications (31.1, 31.2, 32.1, 32.2) and XBRL documents[342] Signatures The report was signed on behalf of DocGo Inc. by Andre Oberholzer, Chief Financial Officer, on November 8, 2022 - The report was signed by Andre Oberholzer, Chief Financial Officer of DocGo Inc., on November 8, 2022[347]