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DocGo Inc.

DocGo Inc.DCGOEarnings & Financial Report

Nasdaq · Health Care · Services-Health Services

DocGo Inc. is a U.S.-headquartered mobile healthcare and on-demand medical service provider. It offers a range of solutions including in-home urgent care, diagnostic testing, telehealth consultations, and corporate wellness programs, serving individual patients, health systems, enterprise clients, and public sector organizations across North America.

What changed in DocGo Inc.'s 10-K — 2023 vs 2024

Top changes in DocGo Inc.'s 2024 10-K

529 paragraphs added · 451 removed · 368 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

88 edited+42 added−27 removed41 unchanged
Some state fraud and abuse laws apply to items or services reimbursed by any payor, including patients and commercial insurers, not just those reimbursed by a federally funded healthcare program. A determination of liability under such state fraud and abuse laws could result in fines and penalties and restrictions on our ability to operate in these jurisdictions.
Some state fraud and abuse laws apply to items or services reimbursed by any payor, including patients and commercial insurers, and not just those reimbursed by a federally funded healthcare program. A determination of liability under such state fraud and abuse laws could result in fines and penalties and restrictions on our ability to operate in these jurisdictions.
We recognized that a number of these services could easily be performed by LPNs, RNs, APPs and other clinicians under the guidance of higher licensed practitioners, but in the comfort of a patient’s home or workplace.
We recognized that a number of these services could easily be performed by LPNs, RNs and other clinicians under the guidance of higher licensed practitioners, but in the comfort of a patient’s home or workplace.
We have also implemented a self-paced online training program for Company policy and procedures training, mandated Occupational Safety and Health Administration (“OSHA”) training courses, clinical skills, customer service, diversity, HIPAA regulations, safety and compliance and annual documentation training. In addition, our drivers are trained in the Coaching the Emergency Vehicle Operator (CEVO) Ambulance course.
We have also implemented a self-paced online training program for Company policy and procedures training, mandated Occupational Safety and Health Administration (“OSHA”) training courses, clinical skills, customer service, HIPAA regulations, safety and compliance and annual documentation training. In addition, our drivers are trained in the Coaching the Emergency Vehicle Operator Ambulance course.
Among other things, the federal False Claims Act authorizes the imposition of up to three times the government’s damages and significant per claim civil penalties on any “person” (including an individual, organization or company) who, among other acts: • knowingly presents or causes to be presented to the federal government a false or fraudulent claim for payment or approval; • knowingly makes, uses or causes to be made or used a false record or statement material to a false or fraudulent claim; • knowingly makes, uses or causes to be made or used a false record or statement material to an obligation to pay the government; • knowingly conceals or knowingly and improperly avoids or decreases an obligation to pay or transmit money or property to the federal government; or • conspires to commit the above acts.
Among other things, the FCA authorizes the imposition of up to three times the government’s damages and significant per claim civil penalties on any “person” (including an individual, organization or company) who, among other acts: • knowingly presents or causes to be presented to the federal government a false or fraudulent claim for payment or approval; • knowingly makes, uses or causes to be made or used a false record or statement material to a false or fraudulent claim; • knowingly makes, uses or causes to be made or used a false record or statement material to an obligation to pay the government; • knowingly conceals or knowingly and improperly avoids or decreases an obligation to pay or transmit money or property to the federal government; or • conspires to commit the above acts.
Healthcare professionals consist of emergency medical technicians (“EMTs”), paramedics, LPNs, RNs, APPs, clinicians and related support staff; field management personnel includes supervisors and 3 Table of Contents managers; and corporate support staff includes software development, billing, finance, human resources, legal and compliance, sales, marketing and executives.
Healthcare professionals consist of emergency medical technicians (“EMTs”), paramedics, LPNs, RNs, APPs, clinicians and related support staff; field management personnel 4 Table of Contents includes supervisors and managers; and corporate support staff includes software development, billing, finance, human resources, legal and compliance, sales, marketing and executives.
In addition to the provisions of the federal False Claims Act, which provide for civil enforcement through “qui tam” whistleblower lawsuits, the federal government can also use several criminal statutes to prosecute persons who are alleged to have submitted false or fraudulent claims for payment to the federal government.
In addition to the provisions of the FCA, which provide for civil enforcement through “qui tam” whistleblower lawsuits, the federal government can also use several criminal statutes to prosecute persons who are alleged to have submitted false or fraudulent claims for payment to the federal government.
We make copies of these reports and amendments thereto available on our website at www.DocGo.com, under “Investors,” free of charge as soon as reasonably practicable after filing or furnishing these reports with the SEC. 11 Table of Contents
We make copies of these reports and amendments thereto available on our website at www.DocGo.com, under “Investors,” free of charge as soon as reasonably practicable after filing or furnishing these reports with the SEC. 13 Table of Contents
As the applicable laws and regulations change, we may be required to make conforming modifications in our business processes from time to time. In many jurisdictions where we operate, neither our current nor our anticipated business model, in particular with respect to our Mobile Health Services, has been the subject of judicial or administrative interpretation.
As the applicable laws and regulations change, we may be required to make conforming modifications in our business processes from time to time. In many jurisdictions where we operate, neither our current nor our anticipated business model, in particular with respect to our Mobile Health Services, has been the subject of judicial or administrative 7 Table of Contents interpretation.
An important aspect of our strategy is to form contractual relationships with different third-party providers pursuant to which we provide them or their patients with medical transportation and/or mobile health services and they pay us for those services out of the fees they collect from patients and third-party payors.
An important aspect of our strategy is to form contractual relationships with different providers pursuant to which we assist them with providing their patients with medical transportation and/or mobile health services and they pay us for those services out of the fees they collect from patients and third-party payors.
Transportation Services DocGo’s digitally-enabled medical transportation solutions are offered under the Ambulnz brand. We help provide reliable, efficient access to local clinical services, including primary and specialty care, dialysis treatments for chronic care management and transfers between clinical settings.
Transportation Services DocGo’s digitally-enabled medical transportation solutions are offered under our Ambulnz brand. We help provide reliable, efficient transfers between clinical settings and access to clinical services, including primary and specialty care and dialysis treatments for chronic care management.
In particular, HIPAA establishes privacy and security standards that limit the use and disclosure of protected health information (“PHI”) and require the implementation of administrative, physical and technical safeguards to ensure the confidentiality, integrity and availability of individually 8 Table of Contents identifiable health information in electronic form.
In particular, HIPAA establishes privacy and security standards that limit the use and disclosure of protected health information (“PHI”) and require the implementation of administrative, physical and technical safeguards to ensure the confidentiality, integrity and availability of individually identifiable health information in electronic form.
In recent years, our government contract work has represented a substantial portion of our overall revenue, representing approximately 73%, 64% and 65% of revenues for the years ended December 31, 2023, 2022 and 2021, respectively, and maintaining and continuing to grow this revenue stream is an important part of our growth strategy.
In recent years, our government contract work has represented a substantial portion of our overall revenue, representing approximately 72%, 73% and 64% of revenues for the years ended December 31, 2024, 2023 and 2022, respectively, and maintaining and continuing to grow this revenue stream is an important part of our growth strategy.
For the fiscal year ended December 31, 2023, we generated approximately 71% of our revenues from the solutions provided by our Mobile Health Services segment. The success of our care delivery model is reflected in our Net Promoter Score (“NPS”), which is one of the most widely accepted standards of customer experience metrics.
For the fiscal year ended December 31, 2024, we generated approximately 69% of our revenues from the solutions provided by our Mobile Health Services segment. The success of our care delivery model is reflected in our Net Promoter Score (“NPS”), which is one of the most widely accepted standards of customer experience metrics.
In addition, HIPAA mandates that HHS conduct periodic compliance audits of HIPAA-covered entities and their business associates for compliance. It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches of unsecured PHI may receive a percentage of the fine paid by the violator under the Civil Monetary Penalties Law.
In addition, HIPAA mandates that HHS conduct periodic compliance audits of HIPAA-covered entities and their business associates for compliance. It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches of unsecured PHI may receive a percentage of the fine paid by the violator under the CMPL.
Verification monitoring ensures that all employees meet current state requirements. This tool verifies Office of Inspector General (“OIG”) of the U.S. Department of Health and Human Services (“HHS”) exclusions at the state and federal levels and performs sanction screening for licensed personnel and 24/7 monitoring of state licenses.
Verification monitoring enables us to confirm that all employees meet current state requirements. This tool verifies Office of Inspector General (“OIG”) of the U.S. Department of Health and Human Services (“HHS”) exclusions at the state and federal levels and performs sanction screening for licensed personnel and 24/7 monitoring of state licenses.
Our patient-centered approach helps limit the need for individuals to seek routine treatment in more expensive and environmentally exposed, less comfortable settings such as emergency departments and urgent care clinics.
Our patient-centered approach helps limit the need for individuals to seek routine treatment in more expensive and environmentally 2 Table of Contents exposed, less comfortable settings such as emergency departments and urgent care clinics.
Competitors within the industry vary considerably in type and identity by market, with our primary competitors being small, locally owned operators as well as local fire departments and other local government providers. Larger private provider competitors include Modivcare, Falck, Global Medical Response, Southwest Ambulance, Paramedics Plus and Acadian Ambulance.
Competitors within the industry vary considerably in type and identity by market, with our primary competitors being small, locally owned operators as well as local fire departments and other local government providers. Larger private provider competitors include Modivcare, Falck, Global Medical Response (including its subsidiary American Medical Response, or AMR), Southwest Ambulance, Paramedics Plus and Acadian Ambulance.
Human Capital Resources We strive to hire the best talent across our industry, with a focus on inspiring performance. As of December 31, 2023, we had over 4,100 employees, including healthcare professionals, field management personnel and corporate support staff, as represented in the table below.
Human Capital Resources We strive to hire the best talent across our industry, with a focus on inspiring performance. As of December 31, 2024, we had approximately 4,400 employees, including healthcare professionals, field management personnel and corporate support staff, as represented in the table below.
U.S. Corporate Practice of Medicine; Fee Splitting The laws and regulations relating to our operations vary from state to state and many states prohibit general business corporations, such as us, from practicing medicine, controlling physicians’ medical decisions or engaging in some practices such as splitting professional fees with physicians.
Corporate Practice of Medicine; Fee Splitting The laws and regulations relating to our operations vary from state to state and many states prohibit general business corporations, such as us, from practicing medicine, controlling physicians’ or other clinicians’ medical decisions or engaging in some practices such as splitting professional fees with clinicians.
In addition to the employees above, as of December 31, 2023, the Company engaged the services of approximately 3,456 people, primarily in the healthcare professional area, some through a variety of subcontracted labor agencies and some as independent contractors. Recruiting We consider our employees to be our most valuable assets.
In addition to the employees above, as of December 31, 2024, the Company engaged the services of approximately 1,495 people, primarily in the healthcare professional area, some through a variety of subcontracted labor agencies and some as independent contractors. Recruiting We consider our employees to be our most valuable assets.
Intellectual Property We own and use trademarks and service marks on or in connection with our services, including both unregistered common law marks and registered trademarks. We have registered “Ambulnz” and our corporate logo in the United States and the United Kingdom. We have registered the “DocGo” word mark and design in the United States, United Kingdom and EU.
Intellectual Property We own and use trademarks and service marks on or in connection with our services, including both unregistered common law marks and registered trademarks. We have registered “Ambulnz” and our corporate logo in the United States and the United Kingdom.
If an exception is not satisfied, then the parties to the arrangement could be subject to sanctions, including denial of payment for claims for services provided in violation of the statute, mandatory refunds of amounts collected for such services, civil penalties of up to $29,899 for each violation and twice the dollar value of each such service as well as possible exclusion from future participation in the federally funded healthcare programs, including Medicare and Medicaid.
If an exception is not satisfied, then the parties to the arrangement could be subject to sanctions, including denial of payment for claims for services provided in violation of the statute, mandatory refunds of amounts collected for such services, imposition of civil money penalties of up to $29,899 (adjusted annually for inflation) for each violation and three times the dollar value of each such service as well as possible exclusion from participation in the federally funded healthcare programs, including Medicare and Medicaid.
The federal government has used the statute to prosecute a wide variety of alleged false claims and fraud allegedly perpetrated against Medicare and state healthcare programs, including but not limited to coding errors, billing for services not rendered, the submission of false cost or other reports, billing for services at a higher payment rate than appropriate, billing under a comprehensive code as well as under one or more component codes included in the comprehensive code, 7 Table of Contents billing for care that is not considered medically necessary and false reporting of risk-adjusted diagnostic codes to Medicare Advantage (“MA”) (or Part C) plans.
The federal government uses the FCA to prosecute a wide variety of alleged false claims and fraud allegedly perpetrated against Medicare and state healthcare programs, including but not limited to improper coding, billing for services not rendered, the submission of false cost or other reports, billing for services at a higher payment rate than appropriate, billing under a comprehensive code as well as under one or more component codes included in the 8 Table of Contents comprehensive code (i.e., unbundling), billing for care that is not considered medically reasonable and necessary and false reporting of risk-adjusted diagnostic codes to Medicare Advantage (“MA”) (or Part C) plans.
Our solutions encompass on-site evaluation, diagnostics, triage and treatment, including the services detailed in the following table: We place an emphasis on early intervention, preventive care and chronic disease management. DocGo can address over 30 gaps in care for health plans, especially Medicare and Medicaid plans focused on HEDIS Star Ratings.
Our solutions encompass on-site evaluation, diagnostics, triage and treatment, including the services detailed in the following table: We place an emphasis on early intervention, preventive care and chronic disease management. DocGo can address over 30 gaps in care for health plans, especially Medicare Advantage, Managed Medicaid and Marketplace plans focused on quality measures.
Scores are measured from a range of -100 to +100 with scores over 30 commonly viewed as good and over 50 considered excellent. Our Mobile Health Services NPS score for the year ended December 31, 2023 was 81, which is a testament to our customers’ strong perception regarding the value of our services.
Scores are measured from a range of -100 to +100 with scores over 30 commonly viewed as good and over 50 considered excellent. Our Mobile Health Services NPS score for the year ended December 31, 2024 was 87, which is a testament to the value of our services.
Although this prohibition applies only to federal healthcare program beneficiaries, the routine waivers of co-payments and deductibles offered to patients covered by commercial payors may implicate applicable state laws related to, among other things, unlawful schemes to defraud, excessive fees for services, tortious interference with patient contracts and statutory or common law fraud.
Although this prohibition applies only to waivers of cost sharing amounts for federal healthcare program beneficiaries, the routine waivers of co-payments, co-insurance or deductibles offered to patients may violate the terms of commercial contracts as well as may implicate applicable state laws related to, among other things, unlawful schemes to defraud, excessive fees for services, tortious interference with patient contracts and statutory or common law fraud.
In addition to HIPAA, state health information privacy and state health information privacy laws, we may be subject to other state and federal privacy laws, including laws that prohibit unfair privacy and security practices and deceptive statements about privacy and security and laws that place specific requirements on certain types of activities, such as data security and texting.
In addition to HIPAA, state health information privacy and state health information privacy laws, we may be subject to other state and federal privacy laws, including, but not limited to, the Federal Trade Commission (“FTC”) Act, which prohibit unfair privacy and security practices and deceptive statements about privacy and security and laws that place specific requirements on certain types of activities, such as data security and texting.
The federal False Claims Act provides for penalties that range from $5,500 to $11,000 (adjusted for inflation) for each false claim, plus up to three times the amount of damages caused by each false claim, which can be as much as the amounts received directly or indirectly from the government for each such false claim.
The FCA provides for penalties that range from $5,500 to $11,000 (adjusted for inflation) for each false claim, plus up to three times the amount of damages caused by each false claim, which can be as much as the amounts received directly or indirectly from the government for each such false claim. On February 12, 2024, the U.S.
In addition, various state laws also generally prohibit the sharing of professional services income with nonprofessional or business interests. Activities other than those directly related to the delivery of healthcare may be considered an element of the practice of medicine in many states.
In addition, various state laws also generally prohibit the sharing of professional services income with nonprofessional or business interests. Some activities may be considered an element of the practice of medicine in many states, even though they are not directly related to the delivery of healthcare services.
In addition, we are able to grant EMS continuing education units in New York, New Jersey, Pennsylvania and Texas and through partnerships with the Commission on Accreditation for Prehospital Continuing Education (CAPCE) and the Kentucky Board of Nursing.
In addition, we are able to grant EMS continuing education units in New York, New Jersey, Pennsylvania, Colorado, Wisconsin, Tennessee and Texas and through partnerships with Flight Bridge ED via the Commission on Accreditation for Prehospital Continuing Education and the Kentucky Board of Nursing.
Through DocGo On-Demand and additional Mobile Health Services programs, we provide care for a diverse group of customers, including municipalities, hospitals and health systems, insurers, physician practices, businesses and employers. Additionally, our expanded population health offerings provide holistic health, social and shelter coordination services to underserved communities.
Through DocGo’s Mobile Health Services, we facilitate care for a diverse group of customers, including municipalities, hospitals and health systems, insurers, physician practices, businesses and employers. Additionally, our expanded population health offerings provide holistic health and social services to underserved communities.
Designated health services are defined to include, among others, clinical laboratory services, physical therapy services, occupational therapy services, radiology services including ultrasound services, durable medical equipment and supplies, parenteral and enteral nutrients, equipment and supplies, home health services, outpatient prescription drugs, inpatient and outpatient hospital services and outpatient speech-language pathology services.
Designated health services are defined to include, among others, clinical laboratory services, physical therapy services, occupational therapy services, radiology and certain other imaging services, durable medical equipment 11 Table of Contents and supplies, parenteral and enteral nutrients, equipment and supplies, home health services, outpatient prescription drugs, inpatient and outpatient hospital services and outpatient speech-language pathology services.
Violations of HIPAA may result in civil and criminal penalties. For the lowest penalty tier, the civil penalties range from $137 to $68,928 per violation, with a cap of approximately $2.1 million per year for violations of the same standard during the same calendar year. However, a single breach incident can result in violations of multiple standards.
For the lowest penalty tier, the civil penalties range from $137 to $68,928 per violation, with a cap of approximately $2.1 million per year for violations of the same standard during the same calendar year. However, a single breach incident can result in violations of multiple standards. We must also comply with HIPAA’s Breach Notification Rule.
We are also a: 4 Table of Contents • Private Authorized Training Center of the Airway Management Education Center offering The Difficult Airway Course: EMS and other courses; • National Association of Emergency Medical Technicians Training Center offering Advanced Medical Life Support, Prehospital Trauma Life Support and other courses; • National Safety Council Training Center offering the Defensive Driving Course; and • Licensed Training Provider of the American Red Cross offering the Emergency Medical Responder Course and other courses.
We are also a: 5 Table of Contents • Private Authorized Training Center of the Airway Management Education Center and Public Authorized Training Center of the Airway Management Education Center in the State of Delaware offering The Difficult Airway Course: EMS and other courses; • Training Center of the American Heart Association offering Advanced Stroke Life Support; • National Association of Emergency Medical Technicians Training Center offering Advanced Medical Life Support, Prehospital Trauma Life Support and other courses; • National Safety Council Training Center offering the Defensive Driving Course; • Licensed Training Provider of the American Red Cross offering the Emergency Medical Responder Course and other courses; and • Educational Licensee for the Stop The Bleed program.
On February 12, 2024, the U.S. Department of Justice issued a final rule announcing adjustments to federal False Claims Act penalties, under which the per claim range increases to a range from $13,946 to $27,894 per claim, so long as the underlying conduct occurred after November 2, 2015.
Department of Justice (“DOJ”) issued a final rule announcing adjustments to FCA penalties, under which the per claim range increases to a range from $13,946 to $27,894 per claim, so long as the underlying conduct occurred after November 2, 2015.
Since 2015, through nearly 8 million patient interactions, we have created a care delivery model that helps provide better care outside of the physical walls of the healthcare system. We began by developing a state-of-the-art, intuitive platform designed to drive greater efficiency and improved access to patient care.
Since 2015, we have created a care delivery model that has facilitated better care for nearly 8 million patients beyond the traditional healthcare system. We began by developing a state-of-the-art, intuitive platform designed to drive greater efficiency and improved access to patient care.
We are also the registered holder of a variety of domain names that include “Ambulnz,” “DocGo” and similar variations. Our proprietary platform, mobile application and associated software code and firmware are protected as trade secrets and our confidential information, as appropriate. We also license the use of certain technology and other intellectual property rights owned and controlled by others.
Our proprietary platform, mobile application and associated software code and firmware are protected as trade secrets and our confidential information, as appropriate. We also license the use of certain technology and other intellectual property rights owned and controlled by others.
The types of financial arrangements between a physician and an entity providing designated health services that trigger the self-referral prohibitions of the Stark Law are broad and include direct and indirect ownership and investment interests and compensation arrangements.
The types of financial arrangements between a physician and an entity providing designated health services that trigger the self-referral prohibitions of the Stark Law are broad and include direct and indirect ownership and investment interests and compensation arrangements. The Stark Law is a strict liability statute, which means proof of specific intent to violate the law is not required.
As of the date of this Annual Report, DocGo’s employee rating on Indeed is 4.3 out of 5.0, and our employee rating on Glassdoor is 4.2 out of 5.0 - ratings that are significantly higher than many of our competitors in the healthcare industry .
One measure of this are the hundreds of positive reviews our employees have given DocGo on leading recruitment websites. As of the date of this Annual Report, DocGo’s employee rating on both Indeed and Glassdoor is 4.3 out of 5.0 - ratings that are significantly higher than many of our competitors in the healthcare industry .
We are also an American Heart Association Training Site and offer in-house basic life support (BLS), advanced cardiovascular life support (ACLS) and pediatric advanced life support (PALS) training and certification to our clinicians who require such training.
We also offer in-house Basic Life Support, Advanced Cardiovascular Life Support and Pediatric Advanced Life Support training and certification to our clinicians who require such training.
In certain instances, we also share a portion of our revenues with our partners. These contractual relationships are subject to various state laws that prohibit fee splitting or the practice of 10 Table of Contents medicine by lay entities or persons and are intended to prevent unlicensed persons from interfering with or influencing the physician’s professional judgment.
The contractual relationships we enter into are subject to various state laws that prohibit fee splitting or the practice of medicine by lay entities or persons and are intended to prevent unlicensed persons from interfering with or influencing the physician’s professional judgment.
In addition, we require our employees, independent contractors and consultants to execute confidentiality and proprietary agreements in connection with their employment or engagement with us and to assign to us inventions conceived during the term of their employment or engagement while using our property or which relate to our business. 6 Table of Contents Upon discovery of potential infringement of our intellectual property, we assess and, when necessary, take action to protect our rights as appropriate.
In addition, we require our employees, independent contractors and consultants to execute confidentiality and proprietary agreements in connection with their employment or engagement with us and to assign to us inventions conceived during the term of their employment or engagement while using our property or which relate to our business.
Our mission is to provide high quality, highly accessible healthcare for all, empowering the delivery of medical transportation and mobile healthcare outside the traditional “brick-and-mortar” facilities, with more accessible, affordable and efficient patient-centered care.
Our mission is to provide high quality, highly accessible healthcare for all, empowering the delivery of mobile healthcare and medical transportation outside of traditional “brick-and-mortar” facilities, with more accessible, affordable and efficient patient-centered care. In 2024 alone, our network of clinicians traveled over 8.8 million miles to facilitate care across more than 1.5 million patient interactions.
Some courts have held that filing claims or failing to refund amounts collected in violation of the Stark Law can form the basis for liability under the federal False Claims Act.
Filing claims or failing to refund amounts collected in violation of the Stark Law can also form the basis for liability under the FCA.
HIPAA’s requirements apply to “covered entities” and their independent contractors, agents and other “business associates” that create, receive, maintain or transmit PHI in connection with providing services to covered entities. Although we are a covered entity under HIPAA, we are also a business associate of other covered entities when we are working on behalf of our healthcare provider partners.
HIPAA’s requirements apply to “covered entities” and their independent contractors, agents and other “business associates” that create, receive, maintain or transmit PHI in connection with providing services to covered entities. Certain of our affiliate entities provide healthcare services and, therefore, are considered covered entities under HIPAA.
Our work with health plans on patient engagement and gap closure programs is growing, with programs in several states. As of the date of this Annual Report, we have active programs with Elevance Health, HealthFirst, EmblemHealth and others. These programs allow us to address gaps in care for Medicare and Medicaid populations and help manage multiple chronic diseases.
Our work with health plans on patient engagement and gap closure programs is growing, with programs in several states. As of the date of this Annual Report, we have active programs with Elevance Health, HealthFirst, EmblemHealth, Molina, LA Care and others.
In light of recent enforcement activity and statements from HHS, we expect increased federal and state HIPAA privacy and security enforcement efforts. HIPAA also requires HHS to adopt national standards establishing electronic transaction standards that all healthcare providers must use when submitting or receiving certain healthcare transactions electronically.
In light of recent enforcement activity and statements from HHS, we expect increased federal and state HIPAA privacy and security enforcement efforts. HIPAA also requires that covered entities and business associates adhere to HHS-adopted national standards establishing electronic transaction standards when transmitting certain healthcare data electronically.
Under these provisions, within 60 days of identifying and quantifying an overpayment, a provider is required to notify the Centers for Medicare and Medicaid Services (“CMS”) or the Medicare Administrative Contractor of the overpayment and the reason for it and return the overpayment.
Under these provisions, within 60 days of identifying and quantifying an overpayment, a provider is required to notify the Centers for Medicare and Medicaid Services (“CMS”), the appropriate Medicare Administrative Contractor, or the U.S. Department of Health and Human Services, Office of Inspector General (“HHS-OIG”) of any overpayment.
Additionally, in certain markets, our mobile health in-person care model facilitates medical treatment directly to patients in the comfort of their homes, workplaces and other non-traditional locations.
Our mobile health model facilitates medical treatment directly to patients in the comfort of their homes, workplaces and other non-traditional locations. The power of our model is the modality of care, specifically its scalability and lowered cost basis.
Corporate Our Corporate segment primarily represents shared services and personnel that support both the Transportation Services and Mobile Health 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 costs of goods sold are reported within the Corporate segment.
It contains operating expenses such as information technology costs, certain insurance costs, the compensation costs of senior and executive leadership, and software development costs for our proprietary technology platform. None of the Company’s revenues or costs of goods sold are reported within the Corporate segment.
In certain cases, it may be necessary to modify our systems or planned operations to comply with these more stringent state laws. Not only may some of these state laws impose fines and penalties upon violators, but also some, unlike HIPAA, may afford private rights of action to individuals who believe their personal information has been misused.
Not only may some of these state laws impose fines and 10 Table of Contents penalties upon violators, but also some, unlike HIPAA, may afford private rights of action to individuals who believe their personal information has been misused.
Our staff of Training and Education Coordinators runs a robust, in-person onboarding program to help train employees and keep them up to date in relevant procedures and protocols.
Training We have created a number of programs to foster the professional development of our employees and help attract top-tier talent. Our staff of Training and Education Coordinators runs a robust, in-person orientation program to help train employees and keep them up to date in relevant procedures and protocols.
The False Statements Relating to Healthcare Matters statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact by any trick, scheme or device or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services.
Additionally, the False Statements Relating to Healthcare Matters statute prohibits knowingly or willfully making any materially false, fictitious or fraudulent statement or representation, or making or using any materially false documentation, known to be materially false, fictitious or fraudulent in connection with the delivery of or payment for healthcare benefits, items or services.
In this event, failure to comply could lead to adverse judicial or administrative action against us and/or our healthcare provider partners, civil or criminal penalties, receipt of cease-and-desist orders from state regulators, loss of licenses and the need to make changes to the terms of engagement with our provider partners that interfere with our business.
Such a determination could lead to adverse judicial or administrative action 12 Table of Contents against us and/or the healthcare providers we contract with; civil or criminal penalties; the inability to contract with managed care companies or governmental payors; receipt of cease-and-desist orders from state regulators; loss of licenses; and the need to make changes to the terms of engagement with the providers that we contract with, which could substantially interfere with our business.
Federal Stark Law Section 1877 of the Social Security Act, also known as the physician self-referral law and commonly referred to as the Stark Law, prohibits a physician who has a financial relationship, or who has an immediate family member who has a financial relationship, with entities providing certain designated health services from referring Medicare patients to such entities for the furnishing of designated health services, unless an exception applies.
Federal Stark Law Section 1877 of the Social Security Act, also known as the Physician Self-Referral Law and commonly referred to as the Stark Law, prohibits a physician from making referrals for “designated health services” payable by Medicare to an entity with which he or she (or an immediate family member) has a financial relationship, unless the requirements of an applicable exception are satisfied.
Full-time Part-time Total Healthcare Professionals 2,176 1,234 3,410 Field Management Personnel 469 6 475 Corporate Support Staff 270 9 279 Total 2,915 1,249 4,164 None of our employees are represented by a labor union or subject to any collective bargaining agreement.
Full-time Part-time Total Healthcare Professionals 2,659 979 3,638 Field Management Personnel 345 3 348 Corporate Support Staff 400 21 421 Total 3,404 1,003 4,407 None of our employees are represented by a labor union or subject to any collective bargaining agreement.
Civil penalties for such conduct can further be assessed under the federal False Claims Act. In addition to a few statutory exceptions, the OIG has published safe harbor regulations that outline categories of activities that are deemed protected from prosecution under the Anti-Kickback Statute provided all applicable criteria are met.
In addition to a few statutory exceptions, the OIG has published safe harbor regulations that outline categories of activities that are deemed protected from prosecution under the AKS provided all applicable criteria are met. Compliance with a safe harbor is voluntary.
We must also comply with HIPAA’s breach notification rule. Under the breach notification rule, covered entities must notify affected individuals without unreasonable delay in the case of a breach of unsecured PHI, which may compromise the privacy, security or integrity of the PHI.
Under the Breach Notification Rule, covered entities must notify affected individuals without unreasonable delay in the case of a breach of unsecured PHI, which may compromise the privacy, security or integrity of the PHI. In addition, notification must be provided to HHS and the local media in cases where a breach affects more than 500 individuals.
Our innovative technology can change the way healthcare facilities manage patient transportation and eliminate many of the common obstacles faced when scheduling service, ultimately freeing medical professionals to focus more time and their valuable resources on what they do best — providing patient care.
Our innovative technology can change the way healthcare facilities manage patient transportation and mobile health services, streamlining the process and freeing medical professionals to focus more time and their valuable resources on what they do best — caring for their patients.
In addition, our ShareLink TM technology is designed to provide our healthcare partners and patients with real-time vehicle locations and accurate estimated time of arrivals and helps deliver valuable peace of mind. Consequently, our healthcare facility customers are better able to order, track and manage transportation requests and patient movement, thereby enhancing utilization of resources and cost.
In addition, our ShareLink TM technology is designed to provide our healthcare partners and patients with real-time vehicle locations and accurate estimated time of arrivals, helping deliver valuable peace of mind.
An overpayment impermissibly retained could subject a party to liability under the federal False Claims Act, exclusion from government healthcare programs, including Medicare and Medicaid, and penalties under the federal Civil Monetary Penalties Law discussed below.
A provider must explain how the overpayment occurred and what steps it intends to take to reduce the likelihood of future overpayments and return the overpayment. An overpayment impermissibly retained could subject a party to liability under the FCA, exclusion from government healthcare programs, including Medicare and Medicaid, and penalties under the federal Civil Monetary Penalties Law (“CMPL”) discussed below.
In addition, the government and some courts have taken the position that claims presented in violation of the various statutes, including the Stark Law, and failure to return overpayments in a timely manner can form the basis for liability under the federal False Claims Act discussed above based on the contention that a provider impliedly certifies compliance with all applicable laws, regulations and other rules when submitting claims for reimbursement.
In addition, the government and some courts have taken the position that claims presented in violation of the various statutes, including the Stark Law, and failure to return overpayments in a timely manner can form the basis for liability under the FCA. U.S.
Working under the guidance of prescribing physicians, our network of more than 700 medical clinicians as of December 31, 2023 (which includes Company employees, personnel from a variety of subcontracted labor agencies and some independent contractors) provides a wide range of tests, procedures, care gap closures and interventions that previously required a visit to a traditional healthcare setting.
As of December 31, 2024, we deployed a network of more 1 Table of Contents than 600 medical clinicians, working under the guidance of prescribing clinicians to provide a wide range of care gap closures, tests, procedures and interventions that previously required a visit to a traditional healthcare setting.
Competition in the mobile health industry is primarily based on scale; ease of use, convenience and accessibility; brand recognition; breadth, depth and efficacy of telehealth and mobile health services; technology; clinical quality; customer support; cost; reputation; and customer satisfaction and value.
While we do not believe that any single competitor offers our vertically integrated suite of Mobile Health Services and Transportation Services, numerous “point solution” companies offer components of mobile health and/or transportation services that compete with our solutions. 6 Table of Contents Competition in the mobile health industry is primarily based on scale; ease of use, convenience and accessibility; brand recognition; breadth, depth and efficacy of telehealth and mobile health services; technology; clinical quality; customer support; cost; reputation; and customer satisfaction and value.
Regulation Our operations are subject to comprehensive United States federal, state and local rules and regulations and comparable multiple levels of international regulation in the jurisdictions in which we do business. The laws and regulations governing our business and interpretations of those laws and regulations continue to expand, are subject to frequent change and may become more restrictive.
The laws and regulations governing our business and interpretations of those laws and regulations continue to expand, are subject to frequent change and may become more restrictive.
In addition, amendments to the federal False Claims Act and Social Security Act impose severe penalties for the knowing and improper retention of overpayments collected from government payors.
Private citizens who successfully bring qui tam actions may receive a portion of the government’s monetary recovery. In addition, amendments to the FCA and Social Security Act impose severe penalties for the knowing and improper retention of overpayments collected from government payors.
We often provide our services in collaboration with leading healthcare organizations via long-term relationships that are intended to drive meaningful revenue, help provide efficient and effective capital allocation and create low-risk opportunities for significant growth.
DocGo’s vertically integrated approach helps elevate the quality of patient care and drive business efficiencies for municipalities, hospital networks and health insurance providers. We often provide our services in collaboration with leading healthcare organizations via long-term relationships that are intended to provide efficient and strategic capital deployment opportunities that can drive meaningful revenue and create significant growth.
In addition, notification must be provided to HHS and the local media in cases where a breach affects more than 500 individuals. Breaches affecting fewer than 500 individuals must be reported to HHS on an annual basis. The regulations also require business associates of covered entities to notify the covered entity of breaches by the business associate.
Breaches affecting fewer than 500 individuals must be reported to HHS on an annual basis. The regulations also require business associates of covered entities to notify the covered entity of breaches by the business associate. State attorneys general also have the right to prosecute HIPAA violations committed against residents of their states.
These provisions are intended to punish some of the same conduct in the submission of claims to private payors as the federal False Claims Act covers in connection with governmental health programs.
A violation of either statute is a felony and may result in fines or imprisonment or lead to exclusion from government sponsored healthcare programs. These provisions are intended to punish some of the same conduct in the submission of claims to private payors as the FCA covers in connection with governmental health programs.
Item 1. Business. Our Company DocGo is redefining healthcare. DocGo is leading the proactive healthcare revolution with an innovative care delivery platform that includes mobile health services, virtual care management and ambulance services. DocGo is helping to reshape the traditional four-wall healthcare system by providing high quality, highly accessible care to patients where and when they need it.
Item 1. Business. Our Company DocGo is leading the proactive healthcare revolution. We are democratizing access with our innovative care delivery platform that includes mobile health services, virtual care management and ambulance services.
Federal Fraud and Abuse Laws The federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and their implementing regulations and related rules (collectively, “HIPAA”), established several separate criminal penalties for making false or fraudulent claims to insurance companies and other non-governmental payors of healthcare services.
Federal Fraud and Abuse Laws The federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and their implementing regulations and related rules (collectively, “HIPAA”), is primarily known for its focus on the privacy and security of patient protected health information.
Moreover, the government may assert that a claim including items or services resulting from a violation of the Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act.
The AKS can be violated if “one purpose” of the remuneration is to induce referrals for items or services reimbursable by a federal healthcare program. Moreover, the government may assert that a claim including items or services resulting from a violation of the AKS constitutes a false or fraudulent claim for purposes of the FCA.
We contract with healthcare providers, physicians or physician-owned professional associations and professional corporations as part of our business.
Among other assistance, we provide administrative services, billing services, marketing services, information technology services and make our intellectual property available to healthcare providers, physicians or physician-owned professional associations and professional corporations as part of our business.
As patients seek more efficient, more convenient healthcare options, we believe our virtual care-enabling solutions are poised for significant growth by delivering a combination of in-person and virtual patient care previously inaccessible outside of the more traditional healthcare settings. The power of our model is the modality of care, specifically its scalability and lowered cost basis.
Our remote monitoring team currently works with approximately 50,000 patients living with chronic conditions. As patients seek more efficient, more convenient healthcare options, we believe our care-enabling solutions are poised for significant growth by facilitating a combination of in-person and virtual patient care via our mobile health solutions.
The failure of a financial relationship to meet all of the applicable safe harbor criteria does not necessarily mean that the particular arrangement violates the Anti-Kickback Statute. However, conduct and business arrangements that do not fully satisfy each applicable safe harbor may result in increased scrutiny by government enforcement authorities, such as the OIG.
The failure of a financial relationship or conduct to meet all criteria of an applicable safe harbor does not necessarily mean that the particular arrangement or conduct violates the AKS.
Our priority and strategic focus is to grow and launch new programs and new geographies with our existing health plan partners who collectively cover approximately 80 million lives. Our virtual care management programs monitor patients remotely and intervene before minor issues become major health crises.
These programs allow us to address gaps in care for Medicare and Medicaid populations and help manage multiple chronic diseases. Our priority and strategic focus is to grow and launch new programs and new geographies with our existing health plan partners who collectively cover approximately 63 million lives.
We aim to combine the efficiency of telehealth by virtually pairing a specialized Physician Assistant (“PA”) with an LPN on-site in the patient’s home to be the PA’s eyes, ears, hands and feet.
We combine the efficiency of telehealth by virtually pairing specialized Advanced Practice Providers (“APPs”) such as physician assistants and nurse practitioners with on-site clinicians in the patient’s home to be the APP’s eyes, ears, hands and feet. Such clinicians include, among others, licensed practical nurses (“LPNs”) and registered nurses (“RNs”) assisted by additional support staff.
Securities and Exchange Commission (the “SEC”) on October 14, 2021, Merger Sub merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation.
Securities and Exchange Commission (the “SEC”) on October 14, 2021, Merger Sub merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation and becoming a wholly-owned subsidiary of the Company. Competition The U.S. healthcare industry is highly competitive, and we compete with a broad and diverse set of companies spanning both of our business segments.
One of the statutory exceptions to the prohibition is non-routine, unadvertised waivers of co-payments or deductible amounts based on individualized determinations of financial need or exhaustion of reasonable collection efforts. The OIG emphasizes, however, that this exception should only be used occasionally to address special financial needs of a particular patient.
The HHS-OIG emphasizes, however, that such waivers should only be used occasionally to address special financial needs of a particular patient.
We partner with leading national health systems, insurance carriers, private organizations and employers, state and local governments and managed care organizations to provide our Mobile Health Services, including NYC Health + Hospitals, New York City Department of Housing Preservation and Development, Dollar General and Martin Luther King Jr. Memorial Hospital in Los Angeles, CA.
We deliver a better patient experience, and a level of care previously inaccessible outside of the more traditional healthcare settings. 3 Table of Contents We partner with leading national health systems, insurance carriers, private organizations and employers, state and local governments and managed care organizations to provide our Mobile Health Services, including NYC Health + Hospitals, the U.S.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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While DocGo obtains consent from or on behalf of these individuals to send text messages, federal or state regulatory authorities or private litigants may claim that the notices and disclosures DocGo provides, form of consents it obtains or its SMS texting practices, are not adequate.
While DocGo obtains consent from or on behalf of these individuals to send text messages, federal or state regulatory authorities or private litigants may claim that the notices and disclosures DocGo provides, the form of consents it obtains or its SMS texting practices, are not adequate.
These investigations relate to a wide variety of topics, including referral and billing practices. For example, to enforce compliance with the federal laws, the U.S. Department of Justice and the OIG have established national enforcement initiatives that focus on specific billing practices or other suspected areas of abuse.
These investigations relate to a wide variety of topics, including referral and billing practices. For example, to enforce compliance with federal laws, the U.S. Department of Justice and the OIG have established national enforcement initiatives that focus on specific billing practices or other suspected areas of abuse.
As a result, any such future indebtedness could reduce the funds that would otherwise be available for operations and future business opportunities, and payments of such debt obligations could limit DocGo’s ability to: • obtain additional financing, if necessary, for working capital and operations, or such financing may not be available on favorable terms; • pay dividends and make other distributions on, or redeem or repurchase, capital stock; • make needed capital expenditures; • make strategic acquisitions or investments or enter into joint ventures; • react to changes or withstand a future downturn in its business, the industry or the economy in general; • meet expected demand growth, budget targets and forecasts of future results; • engage in business activities, including future opportunities that may be in its interest; and • react to competitive pressures or compete with competitors with less debt.
As a result, any such indebtedness could reduce the funds that would otherwise be available for operations and future business opportunities, and payments of such debt obligations could limit DocGo’s ability to: • obtain additional financing, if necessary, for working capital and operations, or such financing may not be available on favorable terms; • pay dividends and make other distributions on, or redeem or repurchase, capital stock; • make needed capital expenditures; • make strategic acquisitions or investments or enter into joint ventures; • react to changes or withstand a future downturn in its business, the industry or the economy in general; • meet expected demand growth, budget targets and forecasts of future results; • engage in business activities, including future opportunities that may be in its interest; and • react to competitive pressures or compete with competitors with less debt.
If DocGo is unable to generate sufficient cash flow to permit it to meet its future debt obligations under the Credit Agreement or any future arrangements, then it would be in default and, in the case of the Credit Agreement, the Agent could accelerate repayment of all amounts outstanding under the Credit Agreement.
If DocGo is unable to generate sufficient cash flow to permit it to meet its debt obligations under the Credit Agreement or any future arrangements, then it would be in default and, in the case of the Credit Agreement, the Agent could accelerate repayment of all amounts outstanding under the Credit Agreement.
If DocGo’s future indebtedness were to be accelerated, there can be no assurance that it would have, or be able to obtain, sufficient funds to repay such future indebtedness in full.
If DocGo’s future indebtedness were to be accelerated, there can be no assurance that it would have, or be able to obtain, sufficient funds to repay such indebtedness in full.
DocGo’s ability to make scheduled payments on its future debt obligations also depends on its then-current financial condition, results of operations and capital resources, which are subject to, among other things: the business, financial, economic, industry, competitive, regulatory and other factors discussed in these risk factors, and on other factors, some of which are beyond its control, including: the level of capital expenditures it makes, including those for acquisitions, if any; its debt service requirements; fluctuations in its working capital needs; its ability to borrow funds and access capital markets; and restrictions on debt service payments and its ability to make working capital borrowings for future debt service payments contained in the Credit Agreement.
DocGo’s ability to make scheduled payments on its debt obligations also depends on its then-current financial condition, results of operations and capital resources, which are subject to, among other things: the business, financial, economic, industry, competitive, regulatory and other factors discussed in these risk factors, and on other factors, some of which are beyond its control, including: the level of capital expenditures it makes, including those for acquisitions, if any; its debt service requirements; fluctuations in its working capital needs; its ability to borrow funds and access capital markets; and restrictions on debt service payments and its ability to make working capital borrowings for debt service payments contained in the Credit Agreement.
If DocGo is unable to accurately predict, price for and manage costs, such partnerships may not be profitable, and DocGo’s results of operations could be materially and adversely affected. In addition, DocGo intends to enter these partnerships as pilot programs, and there is no assurance that they will continue or be renewed.
If DocGo is unable to accurately predict, price for and manage costs, such partnerships may not be profitable, and DocGo’s results of operations could be materially and adversely affected. In addition, DocGo intends to enter these partnerships as pilot programs, and there is no assurance that they will continue or be renewed or expanded.
Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation; • federal and state laws and policies that require healthcare providers to maintain licensure, certification or accreditation to provide professional healthcare services, to enroll and participate in the Medicare and Medicaid programs, to report certain changes in their operations to the agencies that administer these programs, as well as state insurance laws; • the federal Anti-Kickback Statute that prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid.
Similar to the AKS, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation; • federal and state laws and policies that require healthcare providers to maintain licensure, certification or accreditation to provide professional healthcare services, to enroll and participate in the Medicare and Medicaid programs, to report certain changes in their operations to the agencies that administer these programs, as well as state insurance laws; • the AKS that prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid.
If DocGo’s cash flow is insufficient to fund its future debt service obligations, it could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, raise additional debt or equity capital or restructure or refinance its future indebtedness.
If DocGo’s cash flow is insufficient to fund its debt service obligations, it could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, raise additional debt or equity capital or restructure or refinance its indebtedness.
As one example, the telehealth industry is still relatively young, and DocGo’s ability to provide its telehealth solutions is directly dependent upon the development and interpretation of the laws governing remote healthcare, the practice of medicine and healthcare delivery in the applicable jurisdictions and more broadly.
As one example, the telehealth industry is still relatively young and developing, and DocGo’s ability to provide its telehealth solutions is directly dependent upon the development and interpretation of the laws governing remote healthcare, the practice of medicine and healthcare delivery in the applicable jurisdictions and more broadly.
If DocGo cannot generate sufficient cash flow to permit it to meet future payment requirements on its debt, then, under the Credit Agreement, it would be in default and the Agent could accelerate repayment of all amounts outstanding under the Credit Agreement.
If DocGo cannot generate sufficient cash flow to permit it to meet payment requirements on its debt, then, under the Credit Agreement, it would be in default and the Agent could accelerate repayment of all amounts outstanding under the Credit Agreement.
In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act; • similar state law provisions pertaining to false claims, self-referral and anti-kickback issues, some of which may apply to items or services reimbursed by any third-party payor, including commercial insurers or services paid out-of-pocket by patients; • the federal physician self-referral law under Section 1877 of the Social Security Act, commonly referred to as the Stark Law, that, unless one of the statutory or regulatory exceptions applies, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain “designated health services” if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibits the entity from billing Medicare or Medicaid for such designated health services.
In addition, the government may assert that a claim including items or services resulting from a violation of the AKS constitutes a false or fraudulent claim for purposes of the FCA; • similar state law provisions pertaining to false claims, self-referral and anti-kickback issues, some of which may apply to items or services reimbursed by any third-party payor, including commercial insurers or services paid out-of-pocket by patients; • the federal physician self-referral law under Section 1877 of the Social Security Act, commonly referred to as the Stark Law, that, unless one of the statutory or regulatory exceptions applies, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain “designated health services” if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibits the entity from billing Medicare or Medicaid for such designated health services.
These limitations could adversely affect DocGo’s operating performance, growth, profitability and financial condition, which would make it more difficult for it to generate cash flow sufficient to satisfy its obligations under its future indebtedness.
These limitations could adversely affect DocGo’s operating performance, growth, profitability and financial condition, which would make it more difficult for it to generate sufficient cash flow to satisfy its obligations under its indebtedness.
DocGo may not be able to implement any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow DocGo to meet its future debt service obligations.
DocGo may not be able to implement any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow DocGo to meet its debt service obligations.
Enforcement officials have a number of mechanisms to combat regulatory compliance, fraud and abuse, and if DocGo fails to comply with applicable laws and regulations, it could be liable for civil or criminal penalties, including fines, damages, recoupment of overpayments, loss of licenses needed to operate, loss of enrollment status and approvals necessary to participate in Medicare, Medicaid and other government and private third-party healthcare and payor programs, and exclusion from participation in Medicare, Medicaid and other government healthcare programs.
Enforcement officials have a number of mechanisms to ensure regulatory compliance and combat fraud and abuse, and if DocGo fails to comply with applicable laws and regulations, it could be liable for civil, criminal or administrative penalties, including fines, damages, recoupment of overpayments, loss of licenses needed to operate, loss of enrollment status and approvals necessary to participate in Medicare, Medicaid and other government and private third-party healthcare and payor programs, and exclusion from participation in Medicare, Medicaid and other government healthcare programs.
In addition, any financial difficulties, such as bankruptcy, faced by DocGo’s third-party data center operators, AWS or any of the service providers with whom they or DocGo contract may have negative effects on DocGo’s business, the nature and extent of which are difficult to predict. 19 Table of Contents Additionally, if DocGo’s data centers or AWS is unable to meet DocGo’s growing needs for capacity, this could have an adverse effect on DocGo’s business.
In addition, any financial difficulties, such as bankruptcy, faced by DocGo’s third-party data center operators, AWS or any of the service providers with whom they or DocGo contract may have negative effects on DocGo’s business, the nature and extent of which are difficult to predict. 22 Table of Contents Additionally, if DocGo’s data centers or AWS is unable to meet DocGo’s growing needs for capacity, this could have an adverse effect on DocGo’s business.
DocGo’s ability to rely on these services of third-party vendors, including AWS, could be impaired as a result of the failure of such providers to comply with applicable laws, regulations and contractual covenants, or as a result of events affecting such providers, such as power loss, telecommunication failures, software or hardware errors, computer viruses, cyber incidents and similar disruptive problems, fire, flood and natural disasters.
DocGo’s ability to rely on these services of third-party vendors, including AWS, could be impaired as a result of the failure of such providers to comply with applicable laws, regulations and contractual covenants, or as a result of events affecting such providers, such as power loss, telecommunication failures, software or hardware errors, computer viruses, cyber incidents and similar disruptive problems, fire, flood and natural disasters or severe weather events.
These include statutory and regulatory changes, rate adjustments (including retroactive adjustments), administrative or executive orders and government funding restrictions, all of which may materially adversely affect the rates at which DocGo’s services are reimbursed by state Medicaid plans. 38 Table of Contents DocGo has been the subject of federal, state and municipal investigations, audits and compliance reviews and may be subject to additional investigations, audits and reviews in the future.
These include statutory and regulatory changes, rate adjustments (including retroactive adjustments), administrative or executive orders and government funding restrictions, all of which may materially adversely affect the rates at which DocGo’s services are reimbursed by state Medicaid plans. 42 Table of Contents DocGo has been the subject of federal, state and municipal investigations, audits and compliance reviews and may be subject to additional investigations, audits and reviews in the future.
Alternatively, if a court were to find these provisions of DocGo’s certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, 44 Table of Contents DocGo may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect DocGo’s business and financial condition.
Alternatively, if a court were to find these provisions of DocGo’s certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, 48 Table of Contents DocGo may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect DocGo’s business and financial condition.
To operate without interruption, both DocGo and its service providers must guard against: • damage from fire, power loss, natural disasters and other force majeure events outside DocGo’s control; • communications failures; • software and hardware errors, failures and crashes; • security breaches, computer viruses, hacking, denial-of-service attacks and similar disruptive problems; and • other potential interruptions.
To operate without interruption, both DocGo and its service providers must guard against: • damage from fire, power loss, natural disasters, severe weather events and other force majeure events outside DocGo’s control; • communications failures; • software and hardware errors, failures and crashes; • security breaches, computer viruses, hacking, denial-of-service attacks and similar disruptive problems; and • other potential interruptions.
State and foreign net operating loss carryforwards generated in the tax years from 2017 to 2020 will begin to expire, if not utilized, by 2039. DocGo’s unused losses generally carry forward to offset future taxable income, if any, until such unused losses expire. DocGo may be unable to use these losses to offset income before such unused losses expire.
State and foreign net operating loss carryforwards generated in the tax years from 2017 to 2020 will begin to expire, if not utilized, by 2040. DocGo’s unused losses generally carry forward to offset future taxable income, if any, until such unused losses expire. DocGo may be unable to use these losses to offset income before such unused losses expire.
Changing DocGo’s processes could be time-consuming and expensive, and failure to implement required changes within the applicable timeframe could subject DocGo to liability for non-compliance. Some states may afford private rights of action to individuals who believe their PII has been misused.
Changing DocGo’s processes could be time-consuming and expensive, and failure to implement required changes within the applicable timeframe could subject DocGo to liability for non-compliance. Some states may afford private rights of action to individuals who believe their PII and/or PHI has been misused.
Moreover, in the event DocGo’s repurchases of its Common Stock are reduced or discontinued, its failure or inability to resume repurchasing Common Stock at historical levels could result in a lower market valuation of its Common Stock. 43 Table of Contents Anti-takeover provisions in DocGo’s organizational documents could delay or prevent a change of control.
Moreover, in the event DocGo’s repurchases of its Common Stock are reduced or discontinued, its failure or inability to resume repurchasing Common Stock at historical levels could result in a lower market valuation of its Common Stock. 47 Table of Contents Anti-takeover provisions in DocGo’s organizational documents could delay or prevent a change of control.
Risks Related to DocGo’s Indebtedness DocGo’s future indebtedness could require that it dedicate a portion of its cash flows to debt service obligations and reduce the funds that would otherwise be available for other general corporate purposes and other business opportunities, which could adversely affect DocGo’s operating performance, growth, profitability and financial 39 Table of Contents condition, which in turn could make it more difficult for it to generate cash flow sufficient to satisfy all of its obligations under its indebtedness.
Risks Related to DocGo’s Indebtedness DocGo’s indebtedness could require that it dedicate a portion of its cash flows to debt service obligations and reduce the funds that would otherwise be available for other general corporate purposes and other business opportunities, which 43 Table of Contents could adversely affect DocGo’s operating performance, growth, profitability and financial condition, which in turn could make it more difficult for it to generate cash flow sufficient to satisfy all of its obligations under its indebtedness.
Much of DocGo’s revenue, employee and operations growth has occurred during recent years, which has been partially driven by significant COVID-related impacts. The Company estimates that COVID testing related revenue for 2021 was approximately $110 million and $75 million in 2022.
Much of DocGo’s revenue, employee and operations growth has occurred during recent years, which has been partially driven by significant COVID-related impacts and migrant-related projects. The Company estimates that COVID testing related revenue for 2021 was approximately $110 million and $75 million in 2022.
Additionally, updates or upgrades to systems, including those currently underway with respect to SOC 2 compliance, are time-consuming and costly, may not be effective in preventing data breaches or operate as designed and could create new inefficiencies or vulnerabilities.
Additionally, updates or upgrades to systems, including those currently underway with respect to SOC 2 Type II compliance, are time-consuming and costly, may not be effective in preventing data breaches or operate as designed and could create new inefficiencies or vulnerabilities.
While DocGo has implemented data privacy and security measures in an effort to comply with applicable laws and regulations relating to privacy and data protection, some PHI and other PII or confidential information is transmitted to or from DocGo by third parties, who may not implement adequate security and privacy measures, and it is possible that laws, rules and regulations relating to privacy, data protection or information security may be interpreted and applied in a manner that is inconsistent with DocGo’s practices or those of third parties who transmit PHI and other PII or confidential 35 Table of Contents information to DocGo.
While DocGo has implemented data privacy and security measures in an effort to comply with applicable laws and regulations relating to privacy and data protection, some PHI and other PII or confidential information is transmitted to or from DocGo by third parties, who may not implement adequate security and privacy measures, and it is possible that laws, rules and regulations relating to privacy, data protection or information security may be interpreted and applied in a manner that is inconsistent with DocGo’s practices or those of third parties who transmit PHI and other PII or confidential information to DocGo.
However, increasing pressures from healthcare payors to restrict or reduce reimbursement rates at a time when the costs of providing medical services continue to increase, in particular due to labor shortages and other factors, make it more difficult to assess the costs associated with the pricing of new contracts, maintenance of existing contracts 25 Table of Contents and pricing new services that DocGo has not previously offered.
However, increasing pressures from healthcare payors to restrict or reduce reimbursement rates at a time when the costs of providing medical services continue to increase, in particular due to labor shortages and other factors, make it more difficult to assess the costs associated with the pricing of new contracts, maintenance of existing contracts and pricing new services that DocGo has not previously offered.
A number of other states have followed suit, with some of those laws already in effect and others coming into effect between 2024 and 2026, creating a patchwork of overlapping but different state laws and thus complicating compliance efforts.
A number of other states have followed suit, with some of those laws already in effect and others coming into effect between 2025 and 2026, creating a patchwork of overlapping but different state laws and thus complicating compliance efforts.
As a public company, DocGo has significant requirements for enhanced financial reporting and internal controls, including the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act’), which require management to certify financial and other information in its quarterly and annual reports and provide an annual management report on the effectiveness of internal control over financial reporting.
As a public company, DocGo has significant requirements for enhanced financial reporting and internal controls, including the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in its quarterly and annual reports and provide an annual management report on the effectiveness of internal control over financial reporting.
The Board may take into account general and economic conditions, DocGo’s financial condition and results of operations, DocGo’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by DocGo to its stockholders or by its subsidiaries to it and such other factors as the Board may deem 42 Table of Contents relevant.
The Board may take into account general and economic conditions, DocGo’s financial condition and results of operations, DocGo’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by DocGo to its stockholders or by its subsidiaries to it and such other factors as the Board may deem relevant.
DocGo’s operations are subject to all of the risks inherent in the establishment of a recently formed business, including adding management personnel, managing general expenditures and managing the timing of payments to vendors and cash receipts from customers, and its success may be limited by unexpected expenses, difficulties, inefficiencies, complications and delays, including the need for additional financing, challenges with the successful commercialization of its services and its geographic expansion, market and customer acceptance of its services and technologies, unexpected issues with federal or state regulatory authorities, competition from larger operations, uncertain intellectual property protection, fluctuations in expenses and dependence on corporate partners and collaborators.
DocGo’s operations are subject to all of the risks inherent in the establishment of a business, 20 Table of Contents including adding management personnel, managing general expenditures and managing the timing of payments to vendors and cash receipts from customers, and its success may be limited by unexpected expenses, difficulties, inefficiencies, complications and delays, including the need for additional financing, challenges with the successful commercialization of its services and its geographic expansion, market and customer acceptance of its services and technologies, unexpected issues with federal or state regulatory authorities, competition from larger operations, uncertain intellectual property protection, fluctuations in expenses and dependence on corporate partners and collaborators.
Any claim of infringement by a third party, even those without merit, could be costly, time-consuming and a significant distraction to management. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, DocGo could risk compromising its confidential information during this type of litigation.
Any claim of infringement by a third party, even 33 Table of Contents those without merit, could be costly, time-consuming and a significant distraction to management. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, DocGo could risk compromising its confidential information during this type of litigation.
There can be no assurances that DocGo will successfully retain its existing contracts and any loss of contracts or reduction in services provided thereunder or under any renewal could have a material adverse effect on DocGo’s business, financial condition and results of operations. 15 Table of Contents DocGo’s reliance on government contracts could adversely affect its business.
There can be no assurances that DocGo will successfully retain its existing contracts and any loss of contracts or reduction in services provided thereunder or under any renewal could have a material adverse effect on DocGo’s business, financial condition and results of operations. DocGo’s reliance on government contracts could adversely affect its business.
For example, the raising of the federal minimum wage or the minimum wage within a state where DocGo has significant operations, which has been and continues to be a subject of ongoing discussions in Washington, D.C. and other U.S. state capitals, could significantly increase DocGo’s selling, general and administrative expenses.
For example, the raising of the federal minimum 34 Table of Contents wage or the minimum wage within a state where DocGo has significant operations, which has been and continues to be a subject of ongoing discussions in Washington, D.C. and other U.S. state capitals, could significantly increase DocGo’s selling, general and administrative expenses.
HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims. HIPAA also authorizes state attorneys general to file suit on behalf of their residents.
HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims. 38 Table of Contents HIPAA also authorizes state attorneys general to file suit on behalf of their residents.
DocGo also enters into confidentiality and invention assignment agreements with certain of its employees and consultants and enters into confidentiality agreements with certain of its third-party providers and strategic partners. These laws, procedures and restrictions provide only limited protection, and any of DocGo’s intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated.
DocGo also enters into confidentiality and 32 Table of Contents invention assignment agreements with certain of its employees and consultants and enters into confidentiality agreements with certain of its third-party providers and strategic partners. These laws, procedures and restrictions provide only limited protection, and any of DocGo’s intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated.
Other agencies or payors with which DocGo has contracts may have similar requirements, and some of these processes may be complex. Failure to provide required notifications or obtain necessary approvals may result in the delay or inability to complete an acquisition or transfer, loss of licensure, lapses in reimbursement or other penalties.
Other agencies or health plans with which DocGo has contracts may have similar requirements, and some of these processes may be complex. Failure to provide required notifications or obtain necessary approvals may result in the delay or inability to complete an acquisition or transfer, loss of licensure, lapses in reimbursement or other penalties.
If any disruption results in the destruction of some or all of DocGo’s fleet, causes significant disruption to DocGo’s business, contributes to a general decrease in local, regional or global macroeconomic activity or otherwise impairs DocGo’s ability to meet customer demands, or if DocGo is not able to develop or execute on an adequate recovery plan in such circumstances, DocGo’s business, financial condition and results of operations could be materially adversely affected.
If any disruption results in the destruction of some or all of DocGo’s fleet, causes significant disruption to DocGo’s business or the businesses of its customers or suppliers, contributes to a general decrease in local, regional or global macroeconomic activity or otherwise impairs DocGo’s ability to meet customer demands, or if DocGo is not able to develop or execute on an adequate recovery plan in such circumstances, DocGo’s business, financial condition and results of operations could be materially adversely affected.
DocGo may be held liable for certain unforeseen pre-acquisition liabilities of an acquired business, including, among others, tax liabilities, environmental liabilities, liabilities for regulatory violations and liabilities for employment practices, and these liabilities could be significant. In addition, an acquisition could result in the impairment of client relationships and other acquired assets, such 13 Table of Contents as goodwill.
DocGo may be held liable for certain unforeseen pre-acquisition liabilities of an acquired business, including, among others, tax liabilities, environmental liabilities, liabilities for regulatory violations and liabilities for employment practices, and these liabilities could be significant. In addition, an acquisition could result in the impairment of client relationships and other acquired assets, such as goodwill.
For example, execution under DocGo’s medical transportation services contracts requires that an ambulance or other necessary fleet vehicle be available and within a certain proximity at the time of need and, if one is not available, the customer can and will seek alternative options.
For example, execution under DocGo’s medical transportation services contracts requires that an ambulance or other necessary fleet 17 Table of Contents vehicle be available and within a certain proximity at the time of need and, if one is not available, the customer can and will seek alternative options.
Because of the sensitivity of PHI, other PII and other sensitive information that DocGo and its service providers collect, store, transmit, and otherwise process, the security of DocGo’s technology platform and other aspects of its 22 Table of Contents services, including those provided or facilitated by DocGo’s third-party service providers, are important to DocGo’s operations and business strategy.
Because of the sensitivity of PHI, other PII and other sensitive information that DocGo and its service providers collect, store, transmit, and otherwise process, the security of DocGo’s technology platform and other aspects of its services, including those provided or facilitated by DocGo’s third-party service providers, are important to DocGo’s operations and business strategy.
A security breach or privacy violation that leads to disclosure or unauthorized use or modification of, or that prevents access to or otherwise impacts the confidentiality, security, or integrity of, patient information, including PHI, other PII or other sensitive information that DocGo or its contractors or third-party service providers maintain or otherwise process, could harm DocGo’s reputation; compel it to comply with breach notification laws; cause it to incur significant costs for remediation, fines, penalties, notification to individuals or measures intended to repair or replace systems or technology and to prevent future occurrences; cause potential increases in insurance premiums; and require DocGo to verify the accuracy of database contents, resulting in increased costs or loss of revenue.
A security breach or privacy violation that leads to disclosure or unauthorized use or modification of, or that prevents access to or otherwise impacts the confidentiality, security, or integrity of, patient information, including PHI, other PII or other sensitive information that DocGo or its contractors or third-party service providers maintain or otherwise process, such as the cyber incident referenced above, could harm DocGo’s reputation; compel it to comply with breach notification laws; cause it to incur significant costs for remediation, fines, penalties, notification to individuals or measures intended to repair or replace systems or technology and to prevent future occurrences; cause potential increases in insurance premiums; and require DocGo to verify the accuracy of database contents, resulting in increased costs or loss of revenue.
DocGo 29 Table of Contents incorporates technology from third parties into its platform and, as such, it cannot be certain that these licensors are not infringing the intellectual property rights of others or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in which DocGo may operate.
DocGo incorporates technology from third parties into its platform and, as such, it cannot be certain that these licensors are not infringing the intellectual property rights of others or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in which DocGo may operate.
General Data Protection Regulation and tax laws; • laws and business practices that favor local competitors or prohibit foreign ownership of certain businesses; • potential for privatization and other confiscatory actions; and • other dynamics in the U.K., any of which could result in substantial additional legal or compliance costs, liabilities or obligations for DocGo or could require it to significantly modify its current business practices or even exit the market.
General Data Protection Regulation and tax laws; • laws and business practices that favor local competitors or prohibit foreign ownership of certain businesses; • potential for privatization and other confiscatory actions; and • other dynamics in the United Kingdom, any of which could result in substantial additional legal or compliance costs, liabilities or obligations for DocGo or could require it to significantly modify its current business practices or even exit the market.
Certain of DocGo’s customers who are individuals are dual-eligible, meaning their coverage comes from both Medicare and Medicaid. As a result, a small portion of DocGo’s revenue comes from Medicaid, accounting for approximately 1.4%, 1.8% and 1.1% of revenue for the years ended December 31, 2023, 2022 and 2021, respectively.
Certain of DocGo’s customers who are individuals are dual-eligible, meaning their coverage comes from both Medicare and Medicaid. As a result, a small portion of DocGo’s revenue comes from Medicaid, accounting for approximately 1.6%, 1.4% and 1.8% of revenue for the years ended December 31, 2024, 2023 and 2022, respectively.
Any union activity that may occur within DocGo’s workforce in the future could contribute to increased labor costs. Certain proposed changes in federal labor laws and the National Labor Relations Board’s modification of its election procedures could increase the likelihood of employee unionization attempts.
Any union activity that may occur within DocGo’s workforce in the future could contribute to increased labor costs. Certain proposed changes in federal labor laws and the National Labor Relations Board’s modification of its election 27 Table of Contents procedures could increase the likelihood of employee unionization attempts.
In particular, DocGo’s future success is contingent on its ability to both penetrate new markets and further penetrate existing markets, which is subject to a number of uncertainties, including DocGo’s ability to obtain necessary licenses in new markets, establish and grow new customer relationships and attract and retain skilled personnel.
In particular, DocGo’s future success is contingent on its ability to both penetrate new markets and further penetrate existing markets, which is subject to a number of uncertainties, including DocGo’s ability to maintain its current operating licenses and obtain necessary licenses in new markets, establish and grow new customer relationships and attract and retain skilled personnel.
Labor expenses (which includes both directly employed personnel as well as subcontracted labor) are DocGo’s largest cost, representing approximately 73%, 69% and 60% of its 2023, 2022 and 2021 revenues, respectively. DocGo competes with other healthcare providers in a highly competitive labor market to attract healthcare professionals, including EMTs, paramedics and nurses, to support its operations.
Labor expenses (which includes both directly employed personnel as well as subcontracted labor) are DocGo’s largest cost, representing approximately 68%, 73% and 69% of its 2024, 2023 and 2022 revenues, respectively. DocGo competes with other healthcare providers in a highly competitive labor market to attract healthcare professionals, including EMTs, paramedics and nurses, to support its operations.
If DocGo does not effectively adapt to changes in the healthcare industry, including changes to laws and regulations regarding telehealth, DocGo’s business may be harmed. The unpredictability of the healthcare regulatory landscape means that sudden changes in laws, rules, regulations and policy are possible.
If DocGo does not effectively adapt to changes in the healthcare industry, including changes to laws and regulations regarding telehealth, DocGo’s business may be harmed. The unpredictability of the healthcare regulatory landscape means that sudden changes in laws, rules, regulations and policy, or interpretations of the foregoing, are possible.
Changes in government policy or the political landscape relating to immigration or population health programs may also result in a decrease in DocGo’s government contract work and related revenues. Other risks associated with government contracting include more extended collection cycles, due in part to the sometimes prolonged contract registration process, and heightened or unlimited indemnification obligations.
Changes in government policy or the political landscape relating to immigration or population health programs may also result in a decrease in DocGo’s government contract work and related revenues. 18 Table of Contents Other risks associated with government contracting include more extended collection cycles, due in part to the sometimes prolonged contract registration process, and heightened or unlimited indemnification obligations.
As of December 31, 2023, DocGo had an accumulated deficit of approximately $21.4 million. While DocGo has historically been able to generate revenues and believes its business strategy provides for predictable revenue streams in future periods, its revenues may not increase in future periods, and it may resume incurring net losses for some time as it continues to grow.
As of December 31, 2024, DocGo had an accumulated deficit of approximately $1.4 million. While DocGo has historically been able to generate revenues and believes its business strategy provides for predictable revenue streams in future periods, its revenues may not increase in future periods, and it may resume incurring net losses for some time as it continues to grow.
DocGo competes with other companies to recruit and retain these qualified healthcare professionals, including DocGo’s direct competitors, government 24 Table of Contents and private emergency and first responders as well as healthcare providers, including DocGo’s partners and customers. Competition to fill these positions can be even greater in certain geographic regions, including more rural or economically depressed areas.
DocGo competes with other companies to recruit and retain these qualified healthcare professionals, including DocGo’s direct competitors, government and private emergency and first responders as well as healthcare providers, including DocGo’s partners and customers. Competition to fill these positions can be even greater in certain geographic regions, including more rural or economically depressed areas.
DocGo’s success will also depend on the availability of its mobile apps in app stores and in “super-app” environments, and the creations, maintenance and development of relationships with key participants in related industries, some of which may also be DocGo’s competitors.
DocGo’s success will also depend on the availability of its mobile apps in app stores and in “super-app” environments, and the creations, maintenance and development of relationships with key participants in related industries, 29 Table of Contents some of which may also be DocGo’s competitors.
These SMS texting campaigns are potential sources of risk for class action lawsuits and liability for DocGo. An increased number of class action suits under federal and state laws have been filed in the past year against companies who conduct SMS texting programs, which have resulted in or may result in multimillion-dollar settlements to the plaintiffs.
These SMS texting campaigns are potential sources of risk for class action lawsuits and liability for DocGo. An increased number of class action suits under federal and state laws have been filed in recent years against companies who conduct SMS texting programs, which have resulted in or may result in multimillion-dollar settlements to the plaintiffs.
Although the Covid-19 pandemic has led to the relaxation of certain Medicare, Medicaid and state licensure restrictions on the delivery of telehealth services and many of these relaxed policies were either made permanent or extended through December 31, 2024 (the “Extension”), it is uncertain how long some of the relaxed policies will remain in effect.
Although the COVID-19 pandemic has led to the relaxation of certain Medicare, Medicaid and state licensure restrictions on the delivery of telehealth services and many of these relaxed policies were either made permanent or extended through March 31, 2025 (the “Extension”), it is uncertain how long some of the relaxed policies will remain in effect.
In recent years, DocGo’s government contract work has represented a substantial portion of its overall revenue, representing approximately 73%, 64% and 65% of DocGo’s revenues for the years ended December 31, 2023, 2022 and 2021, respectively, and maintaining and continuing to grow this revenues stream is an important part of DocGo’s growth strategy.
In recent years, DocGo’s government contract work has represented a substantial portion of its overall revenue, representing approximately 72%, 73% and 64% of DocGo’s revenues for the years ended December 31, 2024, 2023 and 2022, respectively, and maintaining and continuing to grow this revenues stream is an important part of DocGo’s growth strategy.
Implementation of DocGo’s business strategy could also be negatively impacted by a number of factors beyond its control, including increased competition; government regulation; general macroeconomic conditions, including an inflationary environment; rising interest rates and recessionary fears; the geopolitical environment, including the war in Ukraine, conflict in Israel and surrounding areas and rising tensions in the Taiwan Strait; pandemic or endemics; and increased operating costs, including costs of labor or other expenses.
Implementation of DocGo’s business strategy could also be negatively impacted by a number of factors beyond its control, including increased competition; government regulation; general macroeconomic conditions, including an inflationary environment; rising interest rates and recessionary fears; the geopolitical environment, including the war in Ukraine, conflict in the Middle East and surrounding areas and rising tensions in the Taiwan Strait; pandemics or endemics; and increased operating costs, including costs of labor or other expenses.
However, termination of any one of those particular contracts does not necessarily indicate a greater likelihood of termination of any of the customer’s other 16 Table of Contents contracts, as these contracts are awarded on a per project basis, with each project running independently of the others.
However, termination of any one of those particular contracts does not necessarily indicate a greater likelihood of termination of any of the customer’s other contracts, as these contracts are awarded on a per project basis, with each project running independently of the others.
DocGo is subject to various federal, state, and local laws and regulations including the Employee Retirement Income Security Act of 1974 and regulations promulgated by the Internal Revenue Service (“IRS”), the U.S. Department 30 Table of Contents of Labor and OSHA.
DocGo is subject to various federal, state, and local laws and regulations including the Employee Retirement Income Security Act of 1974 and regulations promulgated by the Internal Revenue Service (“IRS”), the U.S. Department of Labor and OSHA.
As of December 31, 2023, DocGo had $25 million outstanding under a credit agreement, dated as of November 1, 2022, among DocGo, Citibank, N.A., as administrative agent (the “Agent”), and the other parties thereto (the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility in the initial aggregate principal amount of $90 million (the “Revolving Facility”).
As of December 31, 2024, DocGo had $30 million outstanding under a credit agreement, dated as of November 1, 2022, among DocGo, Citibank, N.A., as administrative agent (the “Agent”), and the other parties thereto (the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility in the initial aggregate principal amount of $90 million (the “Revolving Facility”).
Accordingly, DocGo’s results of operations depend, in substantial part, on its ability to maintain and grow its relationships with customers over time, allowing DocGo to build economies of scale and recoup up-front costs.
Accordingly, DocGo’s results of operations depend, in substantial part, on its ability 14 Table of Contents to maintain and grow its relationships with customers over time, allowing DocGo to build economies of scale and recoup up-front costs.
If these third parties cease to provide access to the software that DocGo uses, the software is not 21 Table of Contents available on terms that DocGo believes to be reasonable, or the software is not available in the most current version, DocGo may be required to seek comparable software from other sources, which may be more expensive or inferior, or may not be available at all.
If these third parties cease to provide access to the software that DocGo uses, the software is not available on terms that DocGo believes to be reasonable, or the software is not available in the most current version, DocGo may be required to seek comparable software from other sources, which may be more expensive or inferior, or may not be available at all.
DocGo’s international operations subject it to additional risks that could adversely affect its business. DocGo currently provides healthcare transportation services in the United Kingdom and may further expand its operations and services internationally.
DocGo’s international operations in the United Kingdom subject it to additional risks that could adversely affect its business. DocGo currently provides healthcare transportation services, onsite medical services and event medical services in the United Kingdom and may further expand its operations and services internationally.
Further, DocGo periodically conducts internal reviews of its regulatory compliance. DocGo has been the subject of investigations, audits and reviews and may in the future be subject to additional investigations, audits and reviews by the government and its agents, a third-party or DocGo itself.
Further, DocGo periodically conducts internal reviews of its regulatory compliance. DocGo has been the subject of investigations, audits and reviews and may in the future be subject to additional investigations, audits and reviews by the government and its agents, third-parties or DocGo itself.
DocGo intends to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on shares of Common Stock will be at the sole discretion of the Board.
DocGo has retained earnings in the past and intends to retain future earnings, if any, for future operations, expansion and debt repayment, and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on shares of Common Stock will be at the sole discretion of the Board.
In addition to the risks discussed elsewhere herein that are common to DocGo’s operations more generally, DocGo faces additional risks specific to its U.K. operations, including but not limited to: • geopolitical, social, macroeconomic and financial instability, including wars, civil unrest, acts of terrorism and other conflicts, such as the war in Ukraine, conflict in Israel and rising tensions in the Taiwan Strait; pandemics and endemics; and an inflationary environment, rising interest rates and recessionary fears; • difficulties and increased costs in developing, staffing and simultaneously managing foreign operations, including as a result of distance, cultural differences and labor shortages and expenses; 27 Table of Contents • restrictions and limitations on the transfer or repatriation of funds; • fluctuations in currency exchange rates; • costs and challenges associated with complying with varying legal and regulatory environments in the U.K., including privacy laws such as the U.K.
In addition to the risks discussed elsewhere herein that are common to DocGo’s operations more generally, DocGo faces additional risks specific to its U.K. operations, including but not limited to: • geopolitical, social, macroeconomic and financial instability, including wars, civil unrest, acts of terrorism and other conflicts, such as the war in Ukraine, conflict in the Middle East and rising tensions in the Taiwan Strait; pandemics and endemics; and the inflationary environment, the interest rate environment, and recessionary fears; • difficulties and increased costs in developing, staffing and simultaneously managing foreign operations, including as a result of distance, cultural differences and labor shortages and expenses; • restrictions and limitations on the transfer or repatriation of funds; • fluctuations in currency exchange rates; • costs and challenges associated with complying with varying legal and regulatory environments in the United Kingdom, including privacy laws such as the U.K.
DocGo cannot predict the timing of any contemplated transactions, and there can be no assurances that DocGo will identify suitable acquisition opportunities in the geographies into which it expects to grow or, if it does, that any transaction can be consummated on terms acceptable to it, if at all.
DocGo cannot predict the timing of any potential acquisitions, and there can be no assurances that DocGo will identify suitable acquisition opportunities in the geographies into which it expects to grow or, if it does, that any transaction can be consummated on terms acceptable to it, if at all.
Given the currently uncertain general economic outlook, whereby a recession could lead to a reduction in a government’s tax revenues, as well as potential changes in the controlling political party in these municipalities, who might be less favorably inclined toward government spending on healthcare and other social services, particularly as these services are provided to recent migrants, the long-term outlook for funding for certain government programs is uncertain.
Given the currently uncertain general economic outlook, whereby a recession could lead to a reduction in a government’s tax revenues, as well as recent changes in the U.S. administration, including administrative priorities, and potential changes in the controlling political party in these municipalities, who might be less favorably inclined toward government spending on healthcare and other social services, particularly as these services are provided to recent migrants, the long-term outlook for funding for certain government programs is uncertain.
These different payors typically have different billing, coding, documentation and other compliance requirements that DocGo must satisfy and any procedural deficiencies or incorrect or incomplete information could result in delays or partial or complete non-payment for the services DocGo has rendered.
These different payors typically have different billing, coding, documentation and other compliance requirements that DocGo must satisfy and any procedural deficiencies or 28 Table of Contents incorrect or incomplete information could result in delays or partial or complete non-payment for the services DocGo has rendered.
If DocGo or these third parties are found to have violated such laws, rules or regulations, it could result in government-imposed fines, orders requiring that DocGo or these third parties change its or their practices, or criminal charges, which could adversely affect DocGo’s business.
If 39 Table of Contents DocGo or these third parties are found to have violated such laws, rules or regulations, it could result in government-imposed fines, orders requiring that DocGo or these third parties change its or their practices, or criminal charges, which could adversely affect DocGo’s business.
DocGo generates a significant amount of revenues from Medicare, either directly or through MA plans, particularly in its healthcare transportation segment. Medicare revenues represent approximately 7.7%, 7.6% and 6.6% of DocGo’s revenues for the years ended December 31, 2023, 2022 and 2021, respectively.
DocGo generates a significant amount of revenues from Medicare, either directly or through MA plans, particularly in its healthcare transportation segment. Medicare revenues represent approximately 8.9%, 7.7% and 7.6% of DocGo’s revenues for the years ended December 31, 2024, 2023 and 2022, respectively.
A cybersecurity incident, unauthorized access, loss or dissemination could also disrupt DocGo’s operations, including its ability to perform its services; access customer and patient health information; collect, process, and prepare company financial information; and provide information about DocGo’s current and future services.
A cybersecurity incident, unauthorized access, loss or dissemination could also disrupt DocGo’s operations, including its ability to perform its services; access customer and patient health information; collect, process, and prepare company financial information; and provide information about DocGo’s current 26 Table of Contents and future services.
The number of shares of Common Stock reserved for future issuance under its equity incentive plans represents approximately 10.13% of outstanding Common Stock as of December 31, 2023. The compensation committee of the Board may determine the exact number of shares to be reserved for future issuance under its equity incentive plans at its discretion.
The number of shares of Common Stock reserved for future issuance under its equity incentive plans represents approximately 13.6% of outstanding Common Stock as of December 31, 2024. The compensation committee of the Board may determine the exact number of shares to be reserved for future issuance under its equity incentive plans at its discretion.
If one of DocGo’s ventures or any of its strategic 12 Table of Contents partners is subject to a regulatory investigation or legal dispute or is otherwise the subject of any negative publicity, DocGo may be associated with the matter and be similarly harmed, regardless of whether the specific partnership or DocGo itself had any connection to the underlying matters.
If one of DocGo’s partnerships or any of its strategic partners is subject to a regulatory investigation or legal dispute or is otherwise the subject of any negative publicity, DocGo may be associated with the matter and be similarly harmed, regardless of whether the specific partnership or DocGo itself had any connection to the underlying matters.
The inability to fill vacancies in DocGo’s key personnel positions, including executive positions, on a timely basis could adversely affect its ability to implement its business strategy, which would negatively impact its results of operations. DocGo’s labor costs are significant and any inability to control those costs could adversely affect its business.
The inability to fill vacancies in DocGo’s key personnel positions, including executive positions, on a timely basis or successfully manage leadership transitions could adversely affect its ability to implement its business strategy, which would negatively impact its results of operations. DocGo’s labor costs are significant and any inability to control those costs could adversely affect its business.
The aging of DocGo’s ambulance fleet requires DocGo to make regular capital expenditures, including to lease newer replacement ambulances to maintain its current level of service.
The aging of DocGo’s ambulance fleet requires 30 Table of Contents DocGo to make regular capital expenditures, including to lease newer replacement ambulances to maintain its current level of service.
DocGo also sends short message service, or SMS, text messages to potential end users who are eligible to use its service through certain customers and partners.
DocGo also sends short message service (“SMS”) text messages to potential end users who are eligible to use its service through certain customers and partners.
DocGo’s net capital expenditures totaled $6.8 million, $3.2 million and $4.7 million in the years ended December 31, 2023, 2022 and 2021, respectively, representing acquisitions of property and equipment, less the proceeds from disposals of property and equipment.
DocGo’s net capital expenditures totaled $3.6 million, $6.8 million and $3.2 million in the years ended December 31, 2024, 2023 and 2022, respectively, representing acquisitions of property and equipment, less the proceeds from disposals of property and equipment.
DocGo believes its business is structured to comply with the applicable regulations governing fee-splitting and the corporate practice of medicine in the states where it generates revenue; however, in many cases and as noted above, these laws and regulations applicable to DocGo are subject to limited or evolving interpretations, and there can be no assurances that a review of DocGo’s business or operations by a court, law enforcement or a regulatory authority might result in a determination of non-compliance.
DocGo has taken steps to operate its business in compliance with the applicable regulations governing fee-splitting and the corporate practice of medicine in the states where it generates revenue; however, in many cases and as noted above, these laws and regulations applicable to DocGo are subject to limited or evolving interpretations, and there can be no assurances that a review of DocGo’s business or operations by a court, law enforcement or a regulatory authority might result in a determination of non-compliance.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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The Audit and Compliance Committee receives regular updates on cybersecurity and information technology matters and related risk exposures from our CTO, which address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to our peers and third parties.
The Audit and Compliance Committee receives regular updates on cybersecurity and information technology matters and related risk exposures from our CISO, which address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to our peers and third parties.
Our CTO also works closely with our legal and compliance departments to oversee compliance with legal, regulatory and contractual security requirements. The Board, as a whole and at the committee level, has oversight for the most significant risks facing us and for our processes to identify, prioritize, assess, manage and mitigate those risks.
Our CISO also works closely with our legal and compliance departments to oversee compliance with legal, regulatory and contractual security requirements. The Board, as a whole and at the committee level, has oversight for the most significant risks facing us and for our processes to identify, prioritize, assess, manage and mitigate those risks.
Our CTO receives reports on cybersecurity threats from our dedicated information technology team on an ongoing basis and, in conjunction with management, regularly review risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks.
Our CISO receives reports on cybersecurity threats from our dedicated information technology team on an ongoing basis and, in conjunction with management, regularly review risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks.
However, there can be no guarantee that we will not be the subject of future successful cybersecurity attacks, threats or incidents that materially affect our business strategy, results of operations or financial condition.
However, there can be no guarantee that we will not be the subject of future cybersecurity attacks, threats or incidents that may materially affect our business strategy, results of operations or financial condition.
Additional information on cybersecurity risks we face is discussed in Part I, Item 1A, “Risk Factors,” under the heading “Risks Related to Information Technology.” Governance Our CTO, who reports directly to our Chief Executive Officer, is responsible for assessing and managing cybersecurity risks.
Additional information on cybersecurity risks we face is discussed in Part I, Item 1A, “Risk Factors,” under the heading “Risks Related to Information Technology.” Governance Our CISO, who reports to our Chief Financial Officer, is responsible for assessing and managing cybersecurity risks.
These processes are managed and monitored by a dedicated information technology team, which is led by our Chief Technology Officer (“CTO”), and include mechanisms, controls, technologies, systems and other processes designed to prevent or mitigate data loss, theft, misuse or other security incidents or vulnerabilities affecting the data and maintain a stable information technology environment.
These processes are managed and monitored by a dedicated information technology team, led by our Chief Information Security Officer (“CISO”), who also serves as our Chief Information Officer, and include mechanisms, controls, technologies, systems and other processes designed to prevent or mitigate data loss, theft, misuse or other security incidents or vulnerabilities affecting the data and maintain a stable information technology environment.
To date, risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition, and we do not believe that such risks are reasonably likely to have such an effect over the long term.
Based on the information available as of the date of this Annual Report, we believe that risks from cybersecurity threats, including as a result of previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition, and as of the date of this Annual Report, the Company is not aware of any material risks from cybersecurity threats that are reasonably likely to do so.
In general, our incident response process follows the National Institute of Standards and Technology framework and focuses on four phases: • preparation and prevention; • detection and analysis; • containment, eradication and recovery; and • post-incident remediation. 46 Table of Contents The IRP applies to all Company personnel (including third-party contractors, vendors and partners) that perform functions or services that require access to secure Company information, and to all devices and network services that are owned or managed by the Company.
In general, our incident response process follows the National Institute of Standards and Technology framework and focuses on four phases: • preparation and prevention; 50 Table of Contents • detection and analysis; • containment, eradication and recovery; and • post-incident remediation.
Removed
Our CTO has gained substantial information technology and cybersecurity knowledge from over 25 years of work experience at the Company and elsewhere.
Added
The IRP applies to all Company personnel (including third-party contractors, vendors and partners) that perform functions or services that require access to secure Company information, and to all devices and network services that are owned or managed by the Company.
Added
Our CISO has over 20 years of experience in cybersecurity, risk management and information security governance and holds Certified Information Systems Security Professional (CISSP) and Certified Information Security Manager (CISM) certifications.

Item 2. Properties

Properties — owned and leased real estate

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These local facilities are used principally for ambulance basing, garaging and maintenance, as well as for administrative activities and general oversight for our Mobile Health Services and Transportation Services segments. Outside of the United States, we currently lease fourteen facilities in England. These facilities are used for administrative functions and ambulance basing for our Transportation Services segment.
These local facilities are used principally for ambulance basing, garaging and maintenance, as well as for administrative activities and general oversight for our Mobile Health Services and Transportation Services segments. Outside of the United States, we currently lease fourteen facilities in England.
The average age of our 47 Table of Contents existing active ambulance fleet is approximately four years. We generally prefer to lease vehicles, but we have purchased vehicles in the past when deemed appropriate. Most of our owned vehicles were acquired in connection with business acquisitions.
The average age of our existing active ambulance fleet is approximately four years. We generally prefer to lease vehicles, but we have purchased vehicles in the past when deemed appropriate. Most of our owned vehicles were acquired in connection with business acquisitions.
Vehicle Fleet As of December 31, 2023, we operated 580 vehicles in the United States, including 350 ambulances, 54 wheelchair vans and 176 basic transportation or support vehicles. Approximately 44% of our fleet is leased and 56% is owned. We replace ambulances based upon age and usage, generally every five to eight years.
Vehicle Fleet As of December 31, 2024, we operated 596 vehicles in the United States, including 369 ambulances, 51 wheelchair vans and 176 basic transportation or support vehicles. Approximately 44% of our fleet is leased and 56% is owned. We replace ambulances based upon age and usage, generally every five to eight years.
We use a combination of commercial and in-house maintenance services to maintain our fleet. In those geographies where quality external commercial maintenance services are able to meet our quality standards, we will utilize those commercial maintenance services.
Approximately 90% of our U.K. fleet is owned and approximately 10% is leased. We use a combination of commercial and in-house maintenance services to maintain our fleet. In those geographies where quality external commercial maintenance services are able to meet our quality standards, we will utilize those commercial maintenance services.
In addition to our headquarters, to support our local operations, as of December 31, 2023, we owned or leased 45 office locations elsewhere in the United States (twelve in New York; seven in Wisconsin; six in New Jersey; three in each of Delaware, Michigan and Pennsylvania; two in each of Colorado and Texas; and one in each of Alabama, Arizona, California, Connecticut, New Mexico, South Carolina and Tennessee).
In addition to our headquarters, to support our local operations, as of December 31, 2024, we owned or leased 52 office locations elsewhere in the United States (fourteen in New York; nine in Wisconsin; six in California; five in each of Pennsylvania and New Jersey; three in each of Delaware, Tennessee and Texas; and one in each of Alabama, Connecticut, Colorado and New Mexico).
Item 2. Properties. Facilities Our principal executive offices are located in New York City, where we occupy approximately 27,000 square feet under a lease that expires in 2026. We use this facility for administration, sales and marketing and general corporate activities for our Corporate segment.
Item 2. Properties. Facilities Our principal executive offices during the year ended December 31, 2024 were located in New York City, where we occupied approximately 27,000 square feet under a lease that expires in 2026. We used this facility for administration, sales and marketing and general corporate activities for our Corporate segment.
Our leases for our U.S. facilities expire at various dates through 2029, and our leases for our U.K. facilities expire at various dates through 2032. We believe our existing facilities are adequate to meet our current requirements, and we anticipate that suitable space will be readily available if needed. We intend to procure additional, similar facilities as we expand geographically.
We believe our existing facilities are adequate to meet our current requirements, and we anticipate that suitable space will be readily available if needed. We intend to procure additional, similar facilities as we expand geographically.
As of December 31, 2023, we operated another 294 vehicles in the United Kingdom, including 22 first response ambulances, 11 mental health transport vehicles, 27 high dependency units, 200 patient transport vehicles and 34 support vehicles. Approximately 75% of our U.K. fleet is owned and 25% is leased.
As of December 31, 2024, we operated another 318 vehicles in the United Kingdom, including 40 first response ambulances, 7 bariatric ambulances, 12 primary care paramedic cars, 11 rapid response vehicles, 12 mental health transport vehicles, 26 high dependency units, 194 patient transport vehicles and 16 support vehicles.
Added
In January 2025, the Company moved to new principal executive offices also located in New York City, where we occupy 28,565 square feet under a lease that expires in 2029. The former principal executive offices will be subleased to third parties until 2026.
Added
These facilities are used for administrative functions and ambulance basing for our Mobile Health Services and Transportation Services segments. Our leases for our 51 Table of Contents U.S. facilities expire at various dates through 2029, and our leases for our U.K. facilities expire at various dates through 2034.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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We review such requests and notices and take what we believe to be appropriate action. We have been subject to certain requests for information and investigations in the past and could be subject to such requests for information and investigations in the future. Item 4. Mine Safety Disclosures. Not applicable. 48 Table of Contents PART II
We review such requests and notices and take what we believe to be appropriate action. We have been subject to certain requests for information and investigations in the past and could be subject to such requests for information and investigations in the future. Item 4. Mine Safety Disclosures. Not applicable. 52 Table of Contents PART II
Item 3. Legal Proceedings. We are subject to legal proceedings, claims and litigation arising in the ordinary course of our business. Descriptions of certain legal proceedings to which we are a party are set forth in Note 20 to the Consolidated Financial Statements and are incorporated herein by reference.
Item 3. Legal Proceedings. We are subject to legal proceedings, claims and litigation arising in the ordinary course of our business. Descriptions of certain legal proceedings to which we are a party are set forth in Note 21 to the Consolidated Financial Statements and are incorporated herein by reference.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Under the terms of the Repurchase Program, DocGo 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 DocGo does not possess material non-public information.
Under the terms of the New Repurchase Program, DocGo 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 DocGo does not possess material non-public information.
The timing, manner, price and amount of any common stock repurchases under the Repurchase Program are determined by DocGo in its discretion and depend on a variety of factors, including stock price, trading volume, market conditions, corporate and regulatory requirements and other general business considerations.
The timing, manner, price and amount of any Common Stock repurchases under the New Repurchase Program are determined by DocGo in its discretion and depend on a variety of factors, including stock price, trading volume, market conditions, corporate and regulatory requirements and other general business considerations.
The following performance graph shows the cumulative total return on our Common Stock as compared to the Russell 2000 Index, S&P 500 Index and S&P 500 Health Care Sector Index from November 8, 2021 (the day our Common Stock began trading as DocGo Inc. following the Business Combination) through December 29, 2023 (the last trading day at year end).
The following performance graph shows the cumulative total return on our Common Stock as compared to the Russell 2000 Index, S&P 500 Index, S&P 500 Health Care Sector Index and Nasdaq Health Care Index from November 8, 2021 (the day our Common Stock began trading as DocGo Inc. following the Business Combination) through December 31, 2024 (the last trading day at year end).
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Common Stock is currently traded on Nasdaq under the trading symbol “DCGO.” Holders of Record As of February 26, 2024, there were 64 holders of record of our Common Stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Common Stock is currently traded on Nasdaq under the trading symbol “DCGO.” Holders of Record As of February 25, 2025, there were 57 holders of record of our Common Stock.
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. Item 6. Reserved
The New Repurchase Program does not obligate DocGo to repurchase any specific number of shares. Repurchases under the New Repurchase Program may be funded from the Company’s existing cash and cash equivalents, future cash flow or proceeds of borrowings or debt offerings. As of December 31, 2024, $22 million remained available for share repurchases pursuant to the New Repurchase Program.
The graph is based on historical data and is not intended to be a forecast or indication of future performance of our Common Stock. 49 Table of Contents Repurchases of Equity Securities There were no repurchases made during the year ended December 31, 2023.
The graph is based on historical data and is not intended to be a forecast or indication of future performance of our Common Stock. 53 Table of Contents Repurchases of Equity Securities On January 30, 2024, the Board approved a share repurchase program, pursuant to which the Company could purchase up to $36 million of Common Stock during a six-month period that ended July 30, 2024 (the “Prior Repurchase Program”).
The Repurchase Program does not obligate DocGo to acquire any specific number of shares and will expire on July 30, 2024, and the Repurchase Program may be suspended, extended, modified or discontinued at any time.
The New Repurchase Program was originally set to expire on December 31, 2024. On December 20, 2024, the Board extended the expiration date of the New Repurchase Program from December 31, 2024 to June 30, 2025. The New Repurchase Program may be suspended, extended, modified or discontinued at any time without prior notice.
Subsequent to the end of fiscal 2023, on January 30, 2024, the Board approved a share repurchase program to purchase up to $36 million of the Common Stock (the “Repurchase Program”).
On August 5, 2024, following the expiration of the Prior Repurchase Program on July 30, 2024, the Board authorized a new share repurchase program, pursuant to which DocGo may purchase up to $26 million in shares of Common Stock, which was the approximate amount remaining under the Prior Repurchase Program at its expiration (the “New Repurchase Program”).
Added
The Prior Repurchase Program did not obligate DocGo to repurchase any specific number of shares.
Added
Information regarding shares of Common Stock repurchased during the three months ended December 31, 2024 is as follows: 54 Table of Contents Month Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans October 1 through 31, 2024 — — — $ 24,710,935 November 1 through 30, 2024 539,658 $ 4.16 539,658 $ 22,464,695 December 1 through 31, 2024 100,000 $ 4.19 100,000 $ 22,045,655 Total 639,658 $ 4.17 639,658 $ 22,045,655 Item 6.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Cost of Revenues Cost of revenues consists primarily of revenue generating wages paid to employees, fees to paid to subcontractors, medical supplies, vehicle insurance costs (including insurance premiums and costs incurred under the insurance deductibles), maintenance, fuel and facility rent. We expect cost of revenues to continue to rise as we grow our business.
Cost of Revenues Cost of revenues consists primarily of revenue generating wages paid to employees, fees paid to subcontractors, medical supplies, vehicle insurance costs (including insurance premiums and costs incurred under the insurance deductibles), maintenance, fuel and facility rent. We expect cost of revenues to continue to rise as we grow our business.
Investing Activities During the year ended December 31, 2023, investing activities used $29.9 million of cash and consisted of the acquisition of property and equipment totaling approximately $7.6 million, the acquisition of intangibles in the amount of $2.5 million, the acquisition of businesses in the amount of $20.2 million and an equity method investment in the amount of $0.3 million, partially offset by $0.7 million in cash proceeds from the disposal of property and equipment.
During the year ended December 31, 2023, investing activities used $29.9 million of cash and consisted of the acquisition of property and equipment totaling approximately $7.6 million, the acquisition of intangibles in the amount of $2.5 million, the acquisition of businesses in the amount of $20.2 million and an equity method investment in the amount of $0.3 million, partially offset by $0.7 million in cash proceeds from the disposal of property and equipment.
Financing Activities During the year ended December 31, 2023, cash provided by financing activities was $1.1 million, including $25 million in proceeds from the Company’s Revolving Facility and $1.6 million in proceeds from the exercise of stock options, mostly offset by $4.3 million in payments under the terms of a finance lease, a $13.6 million decrease in amounts due to seller, $5.3 million in earnout payments on contingent liabilities and $2.3 million in payments for taxes related to shares withheld for employee taxes.
During the year ended December 31, 2023, cash provided by financing activities was $1.1 million, including $25.0 million in proceeds from the Company’s Revolving Facility and $1.6 million in proceeds from the exercise of stock options, mostly offset by $4.3 million in payments under the terms of a finance lease, a $13.6 million decrease in amounts due to seller, $5.3 million in earnout payments on contingent liabilities and $2.3 million in payments for taxes related to shares withheld for employee taxes.
We expect these fixed rate, “leased hour” programs to continue to account for an increasing proportion of the Transportation Services segment’s revenues in the future. Acquisitions Historically, we have pursued an acquisition strategy to obtain enhanced capabilities or licenses to offer Mobile Health Services or Transportation Services.
We expect 56 Table of Contents these fixed rate, “leased hour” programs to continue to account for an increasing proportion of the Transportation Services segment’s revenues in the future. Acquisitions Historically, we have pursued an acquisition strategy to obtain enhanced capabilities or licenses to offer Mobile Health Services or Transportation Services.
Change in Fair Value of Contingent Liability During the year ended December 31, 2023, the Company recorded a change in fair value of contingent liability of approximately $1.4 million, reflecting a decline in the anticipated payments to be made for a recent acquisition, based upon 57 Table of Contents performance compared to certain targets.
Change in fair value of contingent liability During the year ended December 31, 2023, the Company recorded a change in fair value of contingent liability of approximately $1.4 million, reflecting a decline in the anticipated payments to be made for a recent acquisition, based upon performance compared to certain targets.
For example, as the business has grown, the Company’s expenditures for human capital and supplies has expanded accordingly, and the timing of the payments for payroll and to associated vendors, compared to the timing of receipts of cash from customers, frequently results in the need to use existing 62 Table of Contents cash balances to fund working capital needs.
For example, as the business has grown, the Company’s expenditures for human capital and supplies has expanded accordingly, and the timing of the payments for payroll and to associated vendors, compared to the timing of receipts of cash from customers, frequently results in the need to use existing cash balances to fund working capital needs.
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.
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. 74 Table of Contents The Company generates revenues from the provision of (1) Mobile Health Services and (2) Transportation Services.
We expect our general and administrative expenses to increase as we continue to scale our business and grow headcount and as a result of operating as a public company, including our 53 Table of Contents compliance with SEC rules and regulations, audit activities, additional insurance expenses, investor relations activities and other administrative and professional services.
We expect our general and administrative expenses to increase as we continue to scale our business and grow headcount and as a result of operating as a public company, including our compliance with SEC rules and regulations, audit activities, additional insurance expenses, investor relations activities and other administrative and professional services.
As a percentage of revenues, operating expenses decreased from 30.2% in 2022 to 28.9% in 2023, even as the Company added to its management infrastructure and total compensation increased, due to the significant increase in overall revenues described above.
As a percentage of revenues, operating expenses decreased from 30.2% in 2022 to 28.9% in 2023, even as the Company added to its management infrastructure 65 Table of Contents and total compensation increased, due to the significant increase in overall revenues described above.
During the year ended December 31, 2022, the Company recorded a gain on equity method investments of $8,919. Gain on Remeasurement of Finance Leases During the year ended December 31, 2023, there were no gains or losses recorded relating to remeasurement of finance leases.
During the year ended December 31, 2022, the Company recorded a gain on equity method investments of $8,919. 66 Table of Contents Gain on remeasurement of finance leases During the year ended December 31, 2023, there were no gains or losses recorded relating to remeasurement of finance leases.
During the year ended December 31, 2023, as a greater proportion of the Company’s overall revenues were generated through services provided to municipal customers with long payment cycles, and expenditures made by the Company to allow for the provision of these services were substantial, operating cash flows were not sufficient to meet these demands for working capital, leading to a marked decline in the Company’s cash balances.
During the year ended December 31, 2024 , as a greater proportion of the Company’s overall revenues were generated through services provided to municipal customers with long payment cycles, and expenditures made by the Company to allow for the provision of these services were substantial, operating cash flows were not sufficient to meet these demands for working 67 Table of Contents capital, leading to a marked decline in the Company’s cash balances.
We expect technology and development expenses to increase in future periods to support our growth, including our intent to continue investing in the optimization, accuracy and reliability of our dispatch and communication platform and drive efficiency in our operations.
We expect technology and development expenses to increase in future periods to support our growth, including our intent to continue investing in the optimization, 58 Table of Contents accuracy and reliability of our dispatch and communication platform and drive efficiency in our operations.
Factors Affecting Our Results of Operations Our operating results and financial performance are influenced by a variety of factors, including, among others, our ability to establish, maintain and grow customer relationships; our ability to execute projects to the satisfaction of our customers; conditions in the healthcare transportation and mobile health services markets; changes in government spending on healthcare and other social services; availability of healthcare professionals and other personnel; changes in the cost of labor; our competitive environment; overall macroeconomic and geopolitical conditions, including rising interest rates, the inflationary environment, the potential recessionary environment, regional conflict and tensions, financial institution instability and the prospect of a shutdown of the U.S. federal government; production schedules of our suppliers; our ability to obtain or maintain operating licenses; and the success of our acquisition strategy.
Factors Affecting Our Results of Operations Our operating results and financial performance are influenced by a variety of factors, including, among others, our ability to establish, maintain and grow customer relationships; our ability to execute projects to the satisfaction of our customers; conditions in the healthcare transportation and mobile health services markets; changes in government spending on healthcare and other social services, including as a result of changes in the U.S. administration and administrative priorities; availability of healthcare professionals and other personnel; changes in the cost of labor; our competitive environment; overall macroeconomic and geopolitical conditions, including the interest rate environment, the inflationary environment, the potential recessionary environment, regional conflict and tensions, financial institution instability and the prospect of a shutdown of the U.S. federal government; production schedules of our suppliers; our ability to obtain or maintain operating licenses; and the success of our acquisition strategy.
Changes in assets and liabilities resulted in an approximately $13.2 million decrease to operating cash flow, as an $8.4 million increase in accounts receivable, a $4.2 million increase in prepaid 64 Table of Contents expenses and a $6.0 million decrease in accrued liabilities outweighed the effect of a $1.8 million decrease in other assets and a $3.6 million increase in accounts payable.
Changes in assets and liabilities resulted in an approximately $13.2 million decrease to operating cash flow, as an $8.4 million increase in accounts receivable, a $4.2 million increase in prepaid expenses and a $6.0 million decrease in accrued liabilities outweighed the effect of a $1.7 million decrease in other assets and a $3.6 million increase in accounts payable.
If we fail to innovate and enhance our brand and our products, our market position and revenue may be adversely affected. 52 Table of Contents Regulatory Environment The Company is subject to federal, state and local regulations, including healthcare and emergency medical services laws and regulations and tax laws and regulations.
If we fail to innovate and enhance our brand and our products, our market position and revenue may be adversely affected. Regulatory Environment The Company is subject to federal, state and local regulations, including healthcare and emergency medical services laws and regulations and tax laws and regulations.
Interest Expense Interest expense consists primarily of interest on our outstanding borrowings under our outstanding notes payable and financing obligations, including our Revolving Facility. 54 Table of Contents Results of Operations Comparison of Fiscal 2023 with Fiscal 2022 Year Ended December 31, Change $ Change % $ in Millions 2023 2022 Actual Results % of Total Revenue Actual Results % of Total Revenue Revenues, net $ 624.3 100.0 % $ 440.5 100.0 % $ 183.8 41.7 % Cost of revenues 428.9 68.7 % 285.8 64.9 % 143.1 50.1 % Operating expenses: General and administrative 137.2 22.0 % 103.4 23.5 % 33.8 32.7 % Depreciation and amortization 16.4 2.6 % 10.6 2.4 % 5.8 54.7 % Legal and regulatory 13.1 2.1 % 8.8 2.0 % 4.3 48.9 % Technology and development 10.9 1.7 % 5.4 1.2 % 5.5 101.9 % Sales, advertising and marketing 2.8 0.4 % 4.7 1.1 % (1.9) (40.4 %) Total expenses 609.2 97.6 % 418.7 95.1 % 190.5 45.5 % Income from operations 15.1 2.4 % 21.8 4.9 % (6.7) Other income: Interest income (expense), net 1.7 0.3 % 0.8 0.2 % 0.9 112.5 % Gain on remeasurement of warrant liabilities — — % 1.1 0.3 % (1.1) Change in fair value of contingent liability 1.4 0.2 % — — % 1.4 (Loss) on equity method investments (0.3) (0.1) % — — % (0.3) Gain on remeasurement of finance leases — — % 1.4 0.3 % (1.4) Gain on bargain purchase — — % 1.6 0.4 % (1.6) Loss on disposal of fixed assets (0.9) (0.1) % — — % (0.9) Goodwill impairment — — % (2.9) (0.7) % 2.9 Other expense (0.7) (0.1) % (1.0) (0.2) % 0.3 Total other income 1.2 0.2 % 1.0 0.2 % 0.2 20.0 % Net income before (provision for) benefit from income tax 16.3 2.6 % 22.8 5.2 % (6.5) (Provision for) benefit from income taxes (6.2) (1.0) % 7.9 1.8 % (14.1) Net income 10.0 1.6 % 30.7 7.0 % (20.7) Net income (loss) attributable to noncontrolling interests 3.2 0.5 % (3.9) (0.9) % 7.1 182.1 % Net income attributable to stockholders of DocGo Inc. and Subsidiaries $ 6.9 1.1 % $ 34.6 7.9 % $ (27.7) 55 Table of Contents Revenues Consolidated For the year ended December 31, 2023, total revenues were $624.3 million, an increase of $183.8 million, or 41.7%, from the total revenues recorded for the year ended December 31, 2022.
Comparison of Fiscal 2023 with Fiscal 2022 63 Table of Contents Year Ended December 31, Change $ Change % $ in Millions 2023 2022 Actual Results % of Total Revenue Actual Results % of Total Revenue Revenues, net $ 624.3 100.0 % $ 440.5 100.0 % $ 183.8 41.7 % Cost of revenues 428.9 68.7 % 285.8 64.9 % 143.1 50.1 % Operating expenses: General and administrative 137.2 22.0 % 103.4 23.5 % 33.8 32.7 % Depreciation and amortization 16.4 2.6 % 10.6 2.4 % 5.8 54.7 % Legal and regulatory 13.1 2.1 % 8.8 2.0 % 4.3 48.9 % Technology and development 10.9 1.7 % 5.4 1.2 % 5.5 101.9 % Sales, advertising and marketing 2.8 0.4 % 4.7 1.1 % (1.9) (40.4) % Total expenses 609.2 97.6 % 418.7 95.1 % 190.5 45.5 % Income from operations 15.1 2.4 % 21.8 4.9 % (6.7) (30.7) % Other income: Interest income, net 1.7 0.3 % 0.8 0.2 % 0.9 112.5 % Gain on remeasurement of warrant liabilities — — % 1.1 0.3 % (1.1) (100.0) % Change in fair value of contingent liability 1.4 0.2 % — — % 1.4 100.0 % (Loss) gain on equity method investments (0.3) (0.1) % — — % (0.3) (100.0) % Gain on remeasurement of finance leases — — % 1.4 0.3 % (1.4) (100.0) % Gain on bargain purchase — — % 1.6 0.4 % (1.6) (100.0) % Loss on disposal of fixed assets (0.9) (0.1) % — — % (0.9) (100.0) % Goodwill impairment — — % (2.9) (0.7) % 2.9 100.0 % Other expense (0.7) (0.1) % (1.0) (0.2) % 0.3 30.0 % Total other income 1.2 0.2 % 1.0 0.2 % 0.2 20.0 % Net income before (provision for) benefit from income tax 16.3 2.6 % 22.8 5.2 % $ (6.5) (28.5) % (Provision for) benefit from income taxes (6.2) (1.0) % 7.9 1.8 % $ (14.1) (178.5) % Net income 10.0 1.6 % 30.7 7.0 % $ (20.7) (67.4) % Net income (loss) attributable to noncontrolling interests 3.2 0.5 % (3.9) (0.9) % $ 7.1 182.1 % Net income attributable to stockholders of DocGo Inc. and Subsidiaries $ 6.9 1.1 % $ 34.6 7.9 % $ (27.7) (80.1) % Revenues Consolidated 64 Table of Contents For the year ended December 31, 2023, total revenues were $624.3 million, an increase of $183.8 million, or 41.7%, from the total revenues recorded for the year ended December 31, 2022.
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).
Based on the foregoing, these entities are considered VIEs, and 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).
This last factor was evident during the second half of 2023, leading to a draw down in the Company’s credit line during the fourth quarter of 2023 and the first quarter of 2024, as described below.
This last factor has been evident at different times during the second half of 2023 and during the first quarter of 2024, leading to a draw down in the Company’s credit line during the fourth quarter of 2023 and during the first quarter of 2024, as described below.
For the year ended December 31, 2023 the Company recorded net income of $10.0 million, compared to net income of $30.7 million and $19.2 million in the years ended December 31, 2022 and 2021, respectively.
For the year ended December 31, 2024 the Company recorded net income of $13.4 million, compared to net income of $10.0 million and $30.7 million in the years ended December 31, 2023 and 2022, respectively.
The Company has also funded these activities through operating cash flows. Despite the fact that the Company generated positive net income for the year ended December 31, 2023, operating cash flows are not always sufficient to meet immediate obligations arising from current operations.
Despite the fact that the Company generated positive net income for the year ended December 31, 2024 , operating cash flows are not always sufficient to meet immediate obligations arising from current operations.
Accordingly, other income and expenses not included in results of operations are only included in the discussion of consolidated results of operations. Revenue The Company’s revenue consists of services provided by its Mobile Health Services segment and its Transportation Services segment.
The Company evaluates the performance of each of its segments based primarily on its results of operations. Accordingly, other income and expenses not included in results of operations are only included in the discussion of consolidated results of operations. Revenue The Company’s revenue consists of services provided by its Mobile Health Services segment and its Transportation Services segment.
Future acquisitions may also include companies that may help drive revenue, profitability, cash flow and stockholder value. During the year ended December 31, 2023, we completed three acquisitions for an aggregate purchase price of $34.2 million. During the year ended December 31, 2022, we completed five acquisitions for a purchase price of $69.1 million.
Future acquisitions may also include companies that may help drive revenue, profitability, cash flow and stockholder value. During the year ended December 31, 2024, the Company did not complete any acquisitions. During the year ended December 31, 2023, we completed three acquisitions for an aggregate purchase price of $34.2 million.
Changes in assets and liabilities resulted in approximately $113.1 million in negative operating cash flow, as a $160.5 million increase in accounts receivable, reflecting the growth of the business and primarily driven by an increased amount of business with municipalities, which tend to have longer payment cycles; a $1.8 million decrease in accounts payable; and a $10.8 million increase in prepaid expenses and other current assets were partially offset by a $59.0 million increase in accrued liabilities and a $1.0 million decline in other assets.
Changes in assets and liabilities resulted in approximately $113.1 million in negative operating cash flow, as a $160.5 million increase in accounts receivable, reflecting the growth of the business and primarily driven by an increased amount of business with municipalities, which tend to have longer payment cycles; a $1.8 million decrease in accounts payable; and a $10.8 million increase in prepaid expenses and other current assets were partially offset by a $59.0 million increase in accrued liabilities and a $1.0 million decline in other assets. 69 Table of Contents During the year ended December 31, 2022, cash provided by operating activities was $28.9 million, aided by net income of $30.7 million.
The Company’s current business plan assumes no material change in these laws and regulations. In the event that any such change occurs, compliance with new laws and regulations may significantly affect the Company’s operations and cost of doing business. COVID-19 The spread of COVID-19 and the related shutdowns and restrictions had a mixed impact on the Company’s business.
The Company’s current business plan assumes no material change in these laws and regulations. In the event that any such change occurs, compliance with new laws and regulations may significantly affect the Company’s operations and cost of doing business.
The Transportation Services market is highly dependent on patients requiring transportation after surgeries and other medical procedures and treatments. The Company primarily focuses on the non-emergency medical transport market, which includes services that are provided to patients who need assistance getting to and from medical appointments.
The Company primarily focuses on the non-emergency medical transport market, which includes services that are provided to patients who need assistance getting to and from medical appointments.
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 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.
Accordingly, revenues and cost of goods sold are discussed below on a consolidated level and are also broken down between Mobile Health Services and Transportation Services. Operating expenses are discussed on a consolidated level and broken down among all three segments. The Company evaluates the performance of each of its segments based primarily on its results of operations.
All revenue and cost of goods sold are contained within the Mobile Health Services and Transportation Services segments. Accordingly, revenues and cost of goods sold are discussed below on a consolidated level and are also broken down between Mobile Health Services and Transportation Services. Operating expenses are discussed on a consolidated level and broken down among all three segments.
Cash Flows Cash flows as of the years ended December 31, 2023 and 2022 were as follows: Year Ended December 31, Change $ Change % $ in Millions 2023 2022 Cash flow summary Net cash (used in) provided by operating activities $ (64.2) $ 28.9 $ (93.1) (322.1 %) Net cash used in investing activities (29.9) (38.4) 8.5 (22.1 %) Net cash provided by (used in) financing activities 1.1 (6.2) 7.3 (117.7 %) Effect of exchange rate changes 1.1 0.7 0.4 57.1 % Net decrease in cash $ (91.9) $ (15.0) $ (76.9) 512.7 % Cash flows as of the years ended December 31, 2022 and 2021 were as follows: Year Ended December 31, Change $ Change % $ in Millions 2022 2021 Cash flow summary Net cash provided by (used in) operating activities $ 28.9 $ (1.9) $ 30.8 1621.1 % Net cash used in investing activities (38.4) (8.6) (29.9) (347.7 %) Net cash (used in) provided by financing activities (6.2) 155.2 (161.4) (104.0 %) Effect of exchange rate changes 0.7 — 0.7 100.0 % Net (decrease) increase in cash $ (15.0) $ 144.7 $ (159.7) (110.4 %) Operating Activities During the year ended December 31, 2023, cash used by operating activities was $64.2 million, despite net income of $10.0 million.
Cash Flows Cash flows as of the years ended December 31, 2024 and 2023 were as follows: Year Ended December 31, Change $ Change % $ in Millions 2024 2023 Cash flow summary Net cash provided by (used in) operating activities $ 70.3 $ (64.2) $ 134.5 209.5 % Net cash used in investing activities (10.9) (29.9) 19.0 63.5 % Net cash (used in) provided by financing activities (24.1) 1.1 (25.2) (2290.9) % Effect of exchange rate changes (0.2) 1.1 (1.3) (118.2) % Net increase in cash $ 35.1 $ (91.9) $ 127.0 138.2 % Cash flows as of the years ended December 31, 2023 and 2022 were as follows: Year Ended December 31, Change $ Change % $ in Millions 2023 2022 Cash flow summary Net cash (used in) provided by operating activities $ (64.2) $ 28.9 $ (93.1) (322.1) % Net cash used in investing activities (29.9) (38.4) 8.5 22.1 % Net cash provided by (used in) financing activities 1.1 (6.2) 7.3 117.7 % Effect of exchange rate changes 1.1 0.7 0.4 57.1 % Net decrease in cash $ (91.9) $ (15.0) $ (76.9) (512.7) % Operating Activities During the year ended December 31, 2024, cash provided by operating activities was $70.3 million, aided by net income of $13.4 million.
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. On October 19, 2023, the Company drew down $25 million under the Revolving Facility, which amount remained outstanding as of December 31, 2023.
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. On October 19, 2023, the Company drew down $25 million under the Revolving Facility. On February 8, 2024, the Company drew down an additional $15.0 million.
Unfavorable changes in demographics, healthcare coverage of Mobile Health Services and Transportation Services, interest rates, inflation rates, ambulance manufacturing, a weakening of the national economy or of any regional or local economy in which we operate and other factors beyond our control could adversely affect our business. 51 Table of Contents Our Ability to Control Expenses We pay close attention to the management of our working capital and operating expenses.
Unfavorable changes in demographics, healthcare coverage of Mobile Health Services and Transportation Services, interest rates, inflation rates, the availability of trained and licensed healthcare professionals, ambulance manufacturing, a weakening of the national economy or of any regional or local economy in which we operate and other factors beyond our control could adversely affect our business.
Net Loss Attributable to Noncontrolling Interests For the year ended December 31, 2022, the Company had a net loss attributable to noncontrolling interests of approximately $3.8 million compared to a net loss attributable to noncontrolling interests of $4.6 million for the year ended December 31, 2021.
Net (loss) income attributable to noncontrolling interests For the year ended December 31, 2024, the Company had net loss attributable to noncontrolling interests of approximately $6.6 million compared to net income attributable to noncontrolling interests of $3.2 million for the year ended December 31, 2023.
Cost of revenues as a percentage of revenues decreased to 67.6% from 75.5% in the prior year, reflecting the impact of higher per-trip prices, increased revenues from standby contracts (for which we are paid a daily or hourly rate) and the overall increase in revenues, as well as a decline in the average fuel price. 56 Table of Contents Operating Expenses For the year ended December 31, 2023, operating expenses were $180.3 million compared to $132.9 million for the year ended December 31, 2022, an increase of $47.4 million, or 35.7%.
Cost of revenues as a percentage of revenues decreased to 67.6% from 75.5% in the prior year, reflecting the impact of higher per-trip prices, increased revenues from standby contracts (for which we are paid a daily or hourly rate) and the overall increase in revenues, as well as a decline in the average fuel price.
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.
If the business combination provides for contingent consideration, the Company 73 Table of Contents 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.
Interest Income (Expense), Net For the year ended December 31, 2022, the Company recorded $0.8 million of interest income, net compared to $0.8 million of interest expense, net in the year ended December 31, 2021.
Interest (expense) income, net For the year ended December 31, 2024, the Company recorded approximately $1.9 million of interest expense, net compared to $1.7 million of interest income, net in the year ended December 31, 2023.
During the year ended December 31, 2021, cash used in operating activities was $1.9 million, despite net income of $19.2 million.
During the year ended December 31, 2023, cash used by operating activities was $64.2 million, despite net income of $10.0 million.
The increased inflation rate has had an impact on the Company’s expenses in several areas, including wages, fuel and medical and other supplies. This has had the effect of compressing gross profit margins, as the Company is generally unable to pass these higher costs on to its customers, particularly in the short term.
This has had the effect of compressing gross profit margins, as the Company is generally unable to pass these higher costs on to its customers, particularly in the short term.
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 in order to provide services to the Company.
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.
These programs increased in number, scale and scope since the beginning of the COVID-19 pandemic. While COVID-19 testing and vaccination programs have been dramatically scaled back from their levels at the pandemic’s peak, there have been expansions of these population health programs into other areas, such as the provision of healthcare and related services to recent migrants and asylum seekers.
While COVID-19 testing and vaccination programs have been dramatically scaled back from their levels at the pandemic’s peak, there have been expansions of these population health programs into other areas, such as the provision of healthcare and related services to recent migrants and asylum seekers. 55 Table of Contents The Transportation Services market is highly dependent on patients requiring transportation after surgeries and other medical procedures and treatments.
Gain on Equity Method Investments During the year ended December 31, 2022, the Company recorded a gain on equity method investments of $8,919, representing its share of the losses incurred by an entity in which the Company has a minority interest, which is accounted for under the equity method.
During the year ended December 31, 2023, the Company recorded a loss on equity method investments of 62 Table of Contents approximately $0.3 million representing its share of the losses incurred by an entity in which the Company has a minority interest.
Transportation Services For the year ended December 31, 2022, Transportation Services revenues were $114.6 million, an increase of $30.3 million, or 36%, as compared with the year ended December 31, 2021.
Transportation Services For the year ended December 31, 2024, Transportation Services revenues were $193.5 million, an increase of $12.0 million, or 6.6%, as compared with the year ended December 31, 2023.
For the Mobile Health Services segment, cost of revenues (exclusive of depreciation and amortization) in the year ended December 31, 2022 amounted to $199.2 million, compared to $145.2 million in the year ended December 31, 2021.
For the Mobile Health Services segment, cost of revenues (exclusive of depreciation and amortization) in the year ended December 31, 2024 amounted to $269.3 million, down 12.1% from $306.2 million in the year ended December 31, 2023.
During 2021, the Company received $8.0 million in proceeds from a revolving bank loan, which was repaid during the fourth quarter of 2021. 65 Table of Contents Future minimum annual maturities of notes payable as of December 31, 2023 are as follows (in thousands): Notes Payable 2024 $ 28.8 2025 25.8 2026 15.1 Total maturities 69.7 Current portion of notes payable (28.1) Long-term portion of notes payable $ 41.6 Future minimum lease payments under finance leases as of the year ended December 31, 2023 are as follows (in millions): Finance Leases 2024 $ 4.1 2025 3.7 2026 2.9 2027 1.5 2028 0.3 Thereafter — Total future minimum lease payments 12.5 Less effects of discounting (1.1) Present value of future minimum lease payments $ 11.4 Future minimum lease payments under operating leases as of the year ended December 31, 2023 are as follows (in millions): Operating Leases 2024 $ 3.3 2025 3.3 2026 2.4 2027 1.2 2028 0.6 Thereafter 0.3 Total future minimum lease payments 11.1 Less effects of discounting (1.1) Present value of future minimum lease payments $ 10.0 Critical Accounting Policies Basis of Presentation The Company’s Consolidated Financial Statements are presented in conformity with accounting principles generally accepted in the U.S.
During the year ended December 31, 2022, cash used in financing activities was $6.2 million, including $3.7 million in the repurchase of Common Stock, $3.0 million in payments under the terms of a finance lease, a $2.5 million decrease in amounts due to seller and $0.9 million in repayments of notes payable, which were partially offset by $2.1 million in non-controlling interest contributions and $2.0 million in proceeds from the exercise of stock options. 70 Table of Contents Future minimum annual maturities of notes payable as of December 31, 2024 are as follows (in thousands): Notes Payable 2025 $ 12.5 2026 5.2 Total maturities 17.7 Current portion of notes payable (12.5) Long-term portion of notes payable $ 5.2 Future minimum lease payments under finance leases as of the year ended December 31, 2024 are as follows (in millions): Finance Leases 2025 $ 5.4 2026 4.6 2027 3.4 2028 2.2 2029 0.7 Thereafter — Total future minimum lease payments 16.3 Less effects of discounting (1.6) Present value of future minimum lease payments $ 14.7 Future minimum lease payments under operating leases as of the year ended December 31, 2024 are as follows (in millions): Operating Leases 2025 $ 4.5 2026 3.8 2027 2.6 2028 1.8 2029 0.9 Thereafter 0.3 Total future minimum lease payments 13.9 Less effects of discounting (1.5) Present value of future minimum lease payments $ 12.4 Critical Accounting Policies Basis of Presentation The Company’s Consolidated Financial Statements are presented in conformity with accounting principles generally accepted in the U.S.
Overview DocGo is a mobile healthcare services company that uses proprietary dispatch and communication technology to help provide quality mobile, in-person medical treatment directly to patients in the comfort of their homes, workplaces and other non-traditional locations; and medical transportation in major metropolitan cities in the United States and the United Kingdom. 50 Table of Contents The Company derives revenue primarily from two operating segments: • Mobile Health Services: The services offered by this segment 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.
Overview DocGo is a mobile healthcare services company that uses proprietary dispatch and communication technology to help provide quality mobile, in-person medical treatment directly to patients in the comfort of their homes, workplaces and other non-traditional locations, as well as medical transportation in major metropolitan cities in the United States and the United Kingdom.
These entities are considered VIEs since they do not have sufficient equity to finance their activities without additional subordinated financial support.
Moreover, the PCs do not have sufficient equity to finance their activities without additional subordinated financial support.
Some of our most significant operating expenses are labor costs, medical supplies and vehicle-related costs, such as fuel, maintenance, repair and insurance. Insurance costs include premiums paid for coverage as well as reserves for estimated losses within the Company’s insurance policy deductibles. We employ our proprietary technology to help drive improvements in productivity per transport and per shift.
Insurance costs include premiums paid for coverage as well as reserves for estimated losses within the Company’s insurance policy deductibles. We employ our proprietary technology to help drive improvements in productivity per transport and per shift. We regularly analyze our workforce productivity to help achieve the optimum, cost-efficient labor mix for our locations.
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.
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.
Capital Resources Working capital as of December 31, 2023 and December 31, 2022 was as follows: December 31, Change $ Change % $ in Millions 2023 2022 Working capital Current assets $ 338.9 $ 271.1 $ 67.8 25.0 % Current liabilities 170.1 100.2 70.0 69.8 % Total working capital $ 168.8 $ 170.9 $ (2.2) (1.2 %) As of December 31, 2023, available cash totaled $59.3 million, which represented a decrease of $98.0 million compared to December 31, 2022, reflecting a significant increase in accounts receivable and acquisitions made during the year ended December 31, 2023.
Capital Resources Working capital as of December 31, 2024 and 2023 was as follows: December 31, Change $ Change % $ in Millions 2024 2023 Working capital Current assets $ 304.5 $ 338.9 $ (34.4) (10.2) % Current liabilities 121.8 170.1 (48.3) (28.4) % Total working capital $ 182.7 $ 168.8 $ 13.9 8.2 % As of December 31, 2024, available cash totaled $89.2 million, which represented an increase of $30.0 million compared to December 31, 2023, reflecting a decline in accounts receivable during the year ended December 31, 2024, as the Company collected some of its larger invoices.
Principles of Consolidation 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.
Noncontrolling interests on the Consolidated Balance Sheets represents the portion of consolidated joint ventures and a variable interest entity (“VIE”) in which the Company does not have direct equity ownership. 71 Table of Contents Principles of Consolidation In accordance with Accounting Standards Codification (“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.
No gain from loan forgiveness was recorded during the year ended December 31, 2022. Benefit From (Provision For) Income Taxes During the year ended December 31, 2022, the Company recorded a benefit from income taxes of $7.9 million compared to a provision for income taxes of $0.6 million in the year ended December 31, 2021.
(Provision for) benefit from income taxes During the year ended December 31, 2024, the Company recorded a provision for income taxes of $14.4 million compared to an income tax provision of $6.2 million in the year ended December 31, 2023.
We regularly analyze our workforce productivity to help achieve the optimum, cost-efficient labor mix for our locations. This involves managing the mix of Company-employed labor and subcontracted labor as well as full-time and part-time employees. Inflation The inflation rate in the United States, as measured by the Consumer Price Index, has generally trended up since early 2021.
This involves managing the mix of Company-employed labor and subcontracted labor as well as full-time and part-time employees. Inflation The inflation rate in the United States, as measured by the Consumer Price Index, has generally trended up since early 2021. This data is reported monthly, showing year-over-year changes in prices across a basket of goods and services.
Looking into 2024, we anticipate a continued moderation of the inflation rate as a result of these recent interest rate increases, with an annual rate similar to those witnessed in the 2010-2020 period, when the annual inflation rate ranged from 0.1% to 3.2%.
Looking into 2025, we anticipate that the inflation rate will remain at or near the currently more moderate level, with an annual rate similar to those witnessed in 2024 and in the 2010-2020 period, when the annual inflation rate ranged from 0.1% to 3.2%.
In a continued attempt to dampen inflation, the U.S. Federal Reserve implemented four interest rate hikes in 2023, raising its benchmark rate to the current level of 5.25-5.50% as of the date of this Annual Report.
Federal Reserve implemented three interest rate cuts in 2024, lowering its benchmark rate to the current level of 4.25-4.50% as of the date of this Annual Report.
This increase was due to a 20% increase in trip volumes, from 180,753 trips for the year ended December 31, 2021 to 216,009 trips for the year ended December 31, 2022.
This increase was due to a 13.7% increase in trip volumes, from 250,114 trips for the year ended December 31, 2023 to 284,498 trips for the year ended December 31, 2024.
For the Transportation Services segment, operating expenses in the year ended December 31, 2022 were $74.0 million, up $26.6 million, or 56%, from the year ended December 31, 2021.
For the Mobile Health Services segment, operating expenses in the year ended December 31, 2024 were $59.8 million, up 6.2% from $56.3 million in the year ended December 31, 2023.
The increase in the average trip price in 2022 reflected a shift in mix toward higher-priced transports with existing customers, as well as the acquisition of licenses to provide higher acuity transports resulting in higher prices per trip. The average trip price also benefited from a 5.1% increase in the average Medicare reimbursement rate for ambulance transports.
However, the average trip price remains well above the levels of 2022 and prior years, reflecting a shift in mix toward higher-priced transports with existing customers, as well as the acquisition of licenses to provide higher acuity transports that earn higher prices per trip.
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. 67 Table of Contents 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.
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.
In November 2021, upon the completion of the Business Combination and the PIPE Financing, the Company received proceeds of approximately $158.1 million, net of transaction expenses. Generally, the Company has utilized proceeds from the equity financing transactions and the Business Combination to finance operations, invest in assets, make acquisitions and fund accounts receivable.
Generally, the Company has utilized proceeds from the equity financing transactions and the Business Combination to finance operations, invest in assets, make acquisitions and fund accounts receivable. The Company has also funded these activities through operating cash flows.
The income compared to the prior year period loss reflected improved performance in the Company’s joint venture markets in the year ended December 31, 2023. 58 Table of Contents Comparison of Fiscal 2022 with Fiscal 2021 Year Ended December 31, Change $ Change % $ in Millions 2022 2021 Actual Results % of Total Revenue Actual Results % of Total Revenue Revenues, net $ 440.5 100.0 % $ 318.7 100.0 % $ 121.8 38.2 % Cost of revenues 285.8 64.9 % 209.0 65.6 % $ 76.8 36.8 % Operating expenses: General and administrative 103.4 23.5 % 74.9 23.5 % $ 28.5 38.1 % Depreciation and amortization 10.6 2.4 % 7.5 2.4 % $ 3.1 40.7 % Legal and regulatory 8.8 2.0 % 3.9 1.2 % $ 4.9 125.6 % Technology and development 5.4 1.2 % 3.3 1.0 % $ 2.1 63.6 % Sales, advertising and marketing 4.7 1.1 % 4.8 1.5 % $ (0.1) (2.4 %) Total expenses 418.7 95.1 % 303.4 95.2 % $ 115.3 38.0 % Income from operations 21.8 4.9 % 15.4 4.8 % $ 6.5 Other income: Interest income (expense), net 0.8 0.2 % (0.8) (0.2) % $ 1.6 200.0 % Gain on remeasurement of warrant liabilities 1.1 0.3 % 5.2 1.6 % $ (4.1) Change in fair value of contingent liability — — % — — % $ — (Loss) on equity method investments — — % (0.1) — % $ 0.1 Gain on remeasurement of finance leases 1.4 0.3 % — — % $ 1.4 Gain on bargain purchase 1.6 0.4 % — — % $ 1.6 Gain from PPP loan forgiveness — — % 0.1 — % $ (0.1) (Loss) on disposal of fixed assets — — % — — % $ — Goodwill impairment (2.9) (0.7) % — — % $ (2.9) Other expense (1.0) (0.2) % — — % $ (1.0) Total other income 1.0 0.2 % 4.4 1.4 % $ (3.4) (77.3 %) Net income before benefit from (provision for) income tax 22.8 5.2 % 19.8 6.2 % $ 3.0 Benefit from (provision for) income tax 7.9 1.8 % (0.6) (0.2) % $ 8.5 Net income 30.7 7.0 % 19.2 6.0 % $ 11.5 Net (loss) attributable to noncontrolling interests (3.9) (0.9) % (4.5) (1.4) % $ 0.6 13.3 % Net income attributable to stockholders of DocGo Inc. and Subsidiaries $ 34.6 7.9 % $ 23.7 7.4 % $ 10.9 59 Table of Contents Revenues Consolidated For the year ended December 31, 2022, total revenues were $440.5 million, an increase of $121.8 million, or 38%, from the total revenues recorded in the year ended December 31, 2021.
Interest Expense Interest expense consists primarily of interest on our outstanding borrowings under our outstanding notes payable and financing obligations, including our Revolving Facility. 59 Table of Contents Results of Operations Comparison of Fiscal 2024 with Fiscal 2023 Year Ended December 31, Change $ Change % $ in Millions 2024 2023 Actual Results % of Total Revenue Actual Results % of Total Revenue Revenues, net $ 616.6 100.0 % $ 624.3 100.0 % $ (7.7) (1.2) % Expenses: Cost of revenues 403.0 65.4 % 428.9 68.7 % (25.9) (6.0) % Operating expenses: General and administrative 138.8 22.5 % 137.2 22.0 % 1.6 1.2 % Depreciation and amortization 15.9 2.6 % 16.4 2.6 % (0.5) (3.0) % Legal and regulatory 17.1 2.8 % 13.1 2.1 % 4.0 30.5 % Technology and development 11.6 1.9 % 10.9 1.7 % 0.7 6.4 % Sales, advertising and marketing 1.5 0.2 % 2.8 0.4 % (1.3) (46.4) % Total expenses 587.9 95.3 % 609.2 97.6 % (21.3) (3.5) % Income from operations 28.7 4.7 % 15.1 2.4 % 13.6 90.1 % Other (expense) income: Interest (expense) income, net (1.9) (0.3) % 1.7 0.3 % (3.6) (211.8) % Change in fair value of contingent liability 9.4 1.5 % 1.4 0.2 % 8.0 571.4 % Finite-lived intangible asset impairment (8.3) (1.3) % — — % (8.3) (100.0) % Loss on equity method investments (0.3) (0.1) % (0.3) (0.1) % — — % Loss on remeasurement of operating and finance leases — — % — — % — — % Gain (loss) on disposal of fixed assets — — % (0.9) (0.1) % 0.9 100.0 % Other income (expense) 0.2 — % (0.7) (0.1) % 0.9 128.6 % Total other (expense) income (0.9) (0.2) % 1.2 0.2 % (2.1) (175.0) % Net income before income tax expense 27.8 4.5 % 16.3 2.6 % 11.5 70.6 % (Provision for) benefit from income taxes (14.4) (2.3) % (6.2) (1.0) % (8.2) (132.3) % Net income 13.4 2.2 % 10.0 1.6 % 3.4 34.0 % Net (loss) income attributable to noncontrolling interests (6.6) (1.1) % 3.2 0.5 % (9.8) (306.3) % Net income attributable to stockholders of DocGo Inc. and Subsidiaries $ 20.0 3.2 % $ 6.9 1.1 % $ 13.1 189.9 % 60 Table of Contents Revenues Consolidated For the year ended December 31, 2024, total revenues were $616.6 million, a decrease of $7.7 million, or 1.2%, from the total revenues recorded for the year ended December 31, 2023.
In February 2024, the Company repaid all amounts outstanding under the Revolving Facility, and no amounts are outstanding as of the date of this Annual Report.
On February 27, 2024, the Company repaid all amounts then outstanding under the Revolving Facility. However, in March 2024, the Company once again drew down under the Revolving Facility, and there was a total of $30.0 million outstanding under the Revolving Facility as of the date of this Annual Report.
Cost of Revenues For the year ended December 31, 2022, total cost of revenues (exclusive of depreciation and amortization) increased by 37%, as compared to the year ended December 31, 2021, while revenues increased by approximately 38%. Cost of revenues as a percentage of revenues decreased to 64.9% in 2022 from 65.5% in 2021.
Cost of revenues For the year ended December 31, 2024, total cost of revenues (exclusive of depreciation and amortization) decreased by 6.0% compared to the year ended December 31, 2023, while revenues decreased by approximately 1.2%.
During the year ended December 31, 2022, cash used in financing activities was $6.2 million, including $3.7 million in the repurchase of Common Stock, $3.0 million in payments under the terms of a finance lease, a $2.5 million decrease in amounts due to seller and $0.9 million in repayments of notes payable, which were partially offset by $2.1 million in non-controlling interest contributions and $2.0 million in proceeds from the exercise of stock options.
Financing Activities During the year ended December 31, 2024, cash used by financing activities was $24.1 million, as $45.0 million in proceeds from the Company’s Revolving Facility were outweighed by $40.0 million of repayments of amounts outstanding under the Company’s Revolving Facility, $13.8 million in stock repurchases, $4.3 million in payments under the terms of a finance lease, $3.6 million in earnout payments on contingent liabilities, a $3.1 million decrease in amounts due to seller, $1.8 million paid for the acquisition of a non-controlling interest, $1.3 million in payments of dividends to non-controlling interests and $1.2 million in payments for taxes related to shares withheld for employee taxes.
For both periods, the loss reflected ongoing investments in new markets that were entered into during 2021 and 2022, partially offset by income generated by those markets. Liquidity and Capital Resources Between the inception of DocGo’s wholly owned subsidiary Ambulnz and the Business Combination, Ambulnz completed three equity financing transactions as its principal source of liquidity.
The income compared to the prior year period loss reflected improved performance in the Company’s joint venture markets in the year ended December 31, 2023. Liquidity and Capital Resources Between the inception of DocGo’s wholly owned subsidiary Ambulnz and the Business Combination, Ambulnz completed three equity financing transactions as its principal source of liquidity.
During the year ended December 31, 2021, we completed one acquisition for a purchase price of $2.3 million. Investing in R&D and Enhancing our Customer Experience Our performance is dependent on the investments we make in research and development (“R&D”), including our ability to attract and retain highly skilled R&D personnel.
Investing in R&D and Enhancing our Customer Experience Our performance is dependent on the investments we make in research and development (“R&D”), including our ability to attract and retain highly skilled R&D personnel. We intend to develop and introduce innovative new software services, integrations with third-party products and services, mobile applications and other new offerings.
Net loss for the Company’s VIEs were $235,976, $373,456 and $122,982 for the years ended December 31, 2023, 2022 and 2021, respectively. The total assets amounted to $4,364,274 and $610,553 on December 31, 2023 and 2022, respectively. Total liabilities were $4,811,857 and $320,424 on December 31, 2023 and 2022, respectively.
The Company has therefore determined that it is the primary economic beneficiary of the PCs and appropriately consolidates them as VIEs. Net loss for the Company’s VIEs were $231,952, $235,976 and $373,456 for the years ended December 31, 2024, 2023 and 2022, respectively. The total assets amounted to $20,837,325 and $4,364,274 on December 31, 2024 and 2023, respectively.
The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. 68 Table of Contents Please see Note 2, “Summary of Significant Accounting Policies” to the Consolidated Financial Statements.
Please see Note 2, “Summary of Significant Accounting Policies” to the Consolidated Financial Statements.
The Company’s VIEs total stockholders’ deficit were $447,583 and $290,130 on December 31, 2023 and 2022, respectively. 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.
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.
Non-cash charges amounted to $7.7 million, as $5.2 million in depreciation of property and equipment and right-of-use assets, $1.8 million from amortization of intangible assets, $4.5 million in bad debt expense primarily related to a provision for potential uncollectible accounts receivable and $1.4 million of stock compensation expense were partially offset by $5.2 million in a non-cash gain on the remeasurement of warrant liabilities.
Non-cash charges amounted to $37.4 million, which primarily consisted of $10.2 million in depreciation of property and equipment and right-of-use assets, $5.7 million from amortization of intangible assets, $13.6 million of stock compensation expense, $5.2 million in bad debt expense, an $8.3 million impairment of a finite-lived intangible asset, $3.5 million in deferred taxes and a loss of $0.3 million from an investment that is accounted for under the equity method.
During the year ended December 31, 2021, cash used in investing activities was $8.6 million, primarily consisting of the acquisition of property and equipment totaling $4.8 million and the acquisition of businesses and intangibles totaling $3.1 million to support the ongoing growth of the business. In addition, the Company made an equity investment amounting to approximately $0.7 million.
Investing Activities During the year ended December 31, 2024, investing activities used $10.9 million of cash and consisted of the acquisition of property and equipment totaling approximately $3.8 million, the acquisition of intangibles in the amount of $2.0 million, an investment in equity securities in the amount of $5.0 million and an equity method investment in the amount of $0.3 million, partially offset by $0.2 million in cash proceeds from the disposal of property and equipment.
Operating expenses as a percentage of revenues decreased to 17.8% from 19.8% in 2021, due to the increase in Mobile Health Services revenues, which outweighed the effect of the significant expenditures that were made in 2022 in the expansion of services and geographic areas of operation, as well as the continued buildout of the Mobile Health Services management infrastructure and the costs of developing the Company’s “on-demand” direct-to-consumer offering.
Operating expenses as a percentage of revenues increased to 14.1% from 12.7% in 2023, due to the decrease in Mobile Health Services revenues, and reflecting significant expenditures that were made during 2024 related to the expansion of services and geographic areas of operation, as well as the costs of developing the Company’s programs to provide care-gap closure and other services to members of new insurance provider partners.
As of December 31, 2023, working capital amounted to $168.8 million, which represented a decrease of $2.2 million compared to December 31, 2022, which reflected the decreased cash balance in 2023.
As of December 31, 2024, working capital amounted to $182.7 million, which represented an increase of $13.9 million compared to December 31, 2023, as an increase in cash and a decline in accrued liabilities outweighed a decline in accounts receivable.
We anticipated that fuel prices would remain at elevated levels for 2023, but we expected that the full-year average for 2023 would be lower than it was in 2022. Operating Expenses For the year ended December 31, 2022, operating expenses were $132.9 million compared to $94.4 million for the year ended December 31, 2021, an increase of 41%.
Operating expenses For the year ended December 31, 2023, operating expenses were $180.3 million compared to $132.9 million for the year ended December 31, 2022, an increase of $47.4 million, or 35.7%.
During the year ended December 31, 2021, the Company recorded a net gain of $5.2 million on the remeasurement of warrant liabilities.
Gain (loss) on disposal of fixed assets During the year ended December 31, 2024, the Company recorded a gain on disposal of fixed assets of $23,682, compared to a loss on disposal of fixed assets of $0.9 million during the year ended December 31, 2023.
Changes in assets and liabilities resulted in an approximately $28.8 million decrease in operating cash flow and were primarily driven by a $57.1 million increase in accounts receivable arising from the growth of the business, particularly in the fourth quarter of the year, and the inclusion of larger Mobile Health Services customers with extended credit terms, and a $3.5 million increase in prepaid expenses and other current assets, partially offset by a $32.6 million increase in accounts payable and accrued expenses due primarily to the extension of credit and timing of payments, as DocGo attempted to align the timing of payments to vendors with the timing of payments received from customers, where possible, in an attempt to manage cash balances.
Changes in assets and liabilities resulted in approximately $19.5 million in positive operating cash flow, as a $41.3 million decrease in accounts receivable, reflecting collections of invoices from large municipal customers, an $8.5 million increase in accounts payable and a $13.0 million decrease in prepaid expenses were partially offset by a $41.9 million decrease in accrued liabilities and a $1.4 million increase in other assets.
For the Transportation Services segment, cost of revenues (exclusive of depreciation and amortization) in the year ended December 31, 2022 was $86.5 million, an increase of $23.1 million, or 36%, from the year ended December 31, 2021. Cost of revenues as a percentage of revenues were essentially unchanged, at 75.5% in 2022 compared to 75.3% in 2021.
Operating expenses For the year ended December 31, 2024, operating expenses were $184.9 million compared to $180.3 million for the year ended December 31, 2023, an increase of $4.6 million, or 2.6%. As a percentage of revenues, operating expenses increased from 28.9% in 2023 to 30.0% in 2024.
Mobile Health Services For the year ended December 31, 2022, Mobile Health Services revenues were $325.9 million, an increase of $91.4 million, or 39%, as compared with the year ended December 31, 2021. This increase was primarily due to the expansion of the services offered by this segment, particularly with respect to testing, vaccination and other healthcare services revenues.
Mobile Health Services For the year ended December 31, 2024, Mobile Health Services revenues were $423.1 million, a decrease of $19.7 million, or 4.4%, as compared with the year ended December 31, 2023.
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This data is reported monthly, showing year-over-year changes in prices across a basket of goods and services. Though the annual inflation rate declined to 4.1% for the full year 2023 from 8.0% in 2022, it remains above historical averages.
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These programs increased in number, scale and scope since the beginning of the COVID-19 pandemic.
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We intend to develop and introduce innovative new software services, integrations with third-party products and services, mobile applications and other new offerings.
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Our Ability to Control Expenses We pay close attention to the management of our working capital and operating expenses. Some of our most significant operating expenses are labor costs, medical supplies and vehicle-related costs, such as fuel, maintenance, repair and insurance.
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In the ambulance transportation business, which predominantly comprises non-emergency medical transportation, the Company initially saw a decline in volumes from historical and expected levels, as elective surgeries and other procedures were postponed. In some of the Company’s larger markets, such as New York and California, there were declines in trip volume.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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A hypothetical 10% change in interest rates during the year ended December 31, 2023 would have had a neutral net impact on our Consolidated Financial Statements, as changes in amounts paid for interest expense would have offset changes in interest income earned on cash balances.
A hypothetical 10% change in interest rates during the year ended December 31, 2024 would have had a neutral net impact on our Consolidated Financial Statements, as changes in amounts paid for interest expense would have offset changes in interest income earned on cash balances.
Foreign Exchange Risk We operate our business primarily within the United States and currently execute a majority of our transactions in U.S. dollars. However, we are exposed to limited foreign exchange risk as a result of our U.K. operations.
Foreign Exchange Risk We operate our business primarily within the U.S. and currently execute a majority of our transactions in U.S. dollars. However, we are exposed to limited foreign exchange risk as a result of our U.K. operations.
For the year ended December 31, 2022, the Company had one customer that accounted for 35% of revenues and 45% of net accounts receivable.
For the year ended December 31, 2023 , the Company had one customer that accounted for 40% of revenues and 42% of net accounts receivable. For the year ended December 31, 2022 , the Company had one customer that accounted for approximately 35% of revenues and 45% of net accounts receivable.
With respect to accounts receivable, for the year ended December 31, 2023, the Company had one customer that accounted for approximately 40% of revenues and 42% of net accounts receivable and another customer accounted for approximately 21% of revenues and 40% of net accounts receivable.
With respect to accounts receivable, for the year ended December 31, 2024 , the Company had one customer that accounted for approximately 38% of revenues and 39% of net accounts receivable and another customer accounted for approximately 28% of revenues and 37% of net accounts receivable.
Based on these evaluations, we consider whether or not the accounts receivable exposure to any specific customer is within an acceptable range for that customer.
We perform ongoing evaluations of customers’ financial condition, creditworthiness and payment performance. Based on these evaluations, we consider whether or not the accounts receivable exposure to any specific customer is within an acceptable range for that customer.
The foreign exchange gain (loss) amounted to $4,022 to the Company for the year ended December 31, 2023, compared to $(20,423) and $(45,826) in the years ended December 31, 2022 and 2021, respectively. We have not utilized hedging or other strategies with respect to such foreign exchange exposure.
The foreign exchange gain (loss) amounted to $(263,036) to the Company for the year ended December 31, 2024 , compared to $743,699 and $773,707 in the years ended December 31, 2023 and 2022 , respectively. We have not utilized hedging or other strategies with respect to such foreign exchange exposure.
Concentrations of Risk Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. Although we deposit our cash, cash equivalents and restricted cash with multiple financial institutions in the United States and in foreign countries, our deposits, at times, may exceed federally insured limits.
Although we deposit our cash, cash equivalents and restricted cash with multiple financial institutions in the United States and in foreign countries, our deposits, at times, may exceed federally insured limits. We do not believe we are exposed to significant credit risk due to the financial strength of the depository institutions in which the funds are held.
The applicable margins are based on the Company’s consolidated net leverage ratio, adjusted on a quarterly basis. As of December 31, 2023, the Company had $25 million outstanding under the Revolving Facility. In February 2024, the Company repaid all amounts outstanding under the Revolving Facility, and no amounts are outstanding as of the date of this Annual Report.
The applicable margins are based on the Company’s consolidated net leverage ratio, adjusted on a quarterly basis. As of December 31, 2024, the outstanding balance of the Revolving Facility was $30,000,000 and the unused portion of the Revolving Facility was $60,000,000.
This limited foreign currency translation risk is not expected to have a material impact on our Consolidated Financial Statements. A hypothetical 10% change in the applicable foreign exchange rate during the year ended December 31, 2023 would have resulted in a change in total revenues of approximately 0.7% and a change in total assets of approximately 0.9%.
A hypothetical 10% change in the applicable foreign exchange rate during the year ended December 31, 2024 would have resulted in a change in total revenues of approximately 1.0% and a change in total assets of approximately 0.3%. 75 Table of Contents Concentrations of Risk Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable.
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We do not believe we are exposed to significant credit risk due to the financial strength of the depository institutions in which the funds are held.
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This limited foreign currency translation risk is not expected to have a material impact on our Consolidated Financial Statements.
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For the year ended December 31, 2021, the Company had one customer that accounted for approximately 23% of revenues and 26% of net accounts receivable and another customer that accounted for 26% of revenues and 24% of net accounts receivable. We perform ongoing evaluations of customers’ financial condition, creditworthiness and payment performance.

Other DCGO 10-K year-over-year comparisons