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Acquisition of Businesses | 6 Months Ended
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Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract] |
Acquisition of Businesses | Acquisition of Businesses Government Medical Services, LLC On July 6, 2022, Holdings acquired 100% of the outstanding shares of common stock of GMS, a provider of medical services. The aggregate purchase price consisted of $20,338,789 in cash consideration. Holdings also agreed to pay GMS an additional $3,000,000 upon GMS meeting certain performance conditions within a year of the Closing Date. Acquisition costs are included in general and administrative expenses and totaled $1,001,883 for the twelve months ended December 31, 2022. Exceptional Medical Transportation, LLC On July 13, 2022, Holdings acquired 100% of the outstanding shares of common stock of Exceptional in exchange for $13,708,333 consisting of $7,708,333 in cash at closing and $6,000,000 payable over a 24-month period. Holdings also agreed to pay an estimated $1,080,000 Contingent consideration upon Exceptional meeting certain performance conditions in 2023. Exceptional is in the business of providing medical transportation services. Acquisition costs are included in general and administrative expenses and totaled $56,571 for the twelve months ended December 31, 2022. Ryan Brothers Fort Atkinson, LLC On August 9, 2022, Holdings acquired 100% of the outstanding shares of common stock of Ryan Brothers Fort Atkinson, LLC (“RB”) in exchange for $11,422,252 consisting of $7,422,252 in cash at closing and $4,000,000 of estimated Contingent consideration to be paid out over 24 months based on performance of certain obligations. RB is in the business of providing medical transportation services. Acquisition costs are included in general and administrative expenses and totaled $230,175 for the twelve months ended December 31, 2022. Community Ambulance Services LTD On October 12, 2022, Holdings through its indirect wholly owned subsidiary, Ambulnz U.K. Ltd., acquired Community Ambulance Service Ltd (“CAS”), a company located in United Kingdom, in exchange for approximately $5,541,269 in cash. The net assets acquired through the CAS acquisition was $7,134,881 mainly from the vehicles with high fair market value, which directly lead to a Gain on bargain purchase of $1,593,612. CAS is engaged in providing emergency and non-emergency transport services, including high dependency, urgent care, mental health and blue light transport services and diagnostics testing. We expect this acquisition to help us to increase our presence in that market, while giving us improved access to municipal contracts. Acquisition costs are included in general and administrative expenses totaling $171,779 for the twelve months ended December 31, 2022. Location Medical Services, LLC On December 9, 2022, Holdings through its indirect wholly owned subsidiary, Ambulnz U.K. Ltd., closed acquiring 100% of the outstanding shares of common stock of LMS. The aggregate purchase price consisted of $302,450 in cash consideration. The Company also agreed to pay LMS an additional $11,279,201 deferred consideration and an estimated $2,475,540 Contingent consideration upon LMS meeting certain performance conditions in 2023. The Company paid $11,279,201 of deferred consideration to LMS during the six months ended June 30, 2023. Acquisition costs are included in general and administrative expenses and totaled $4,200 for the twelve months ended December 31, 2022. Cardiac RMS, LLC On March 31, 2023, Holdings acquired 51% of the outstanding shares of common stock of Cardiac RMS, LLC (“CRMS”) in exchange for $10,000,000 closing consideration, consisting of $9,000,000 in cash and $1,000,000 worth of shares of DocGo common stock issued in a private placement transaction. A further probable consideration of $15,822,190 is to be paid out over 36 months for the remaining 49% equity of CRMS, based on CRMS’ attainment of full-year EBITDA targets. CRMS LLC provides cardiac implantable electronic device “CIED” remote monitoring and virtual care management services. Acquisition costs included in general and administrative expenses totaled $229,937 for the six months ended June 30, 2023. Ambulnz-FMC North America LLC On April 1, 2023, the Company acquired the remaining outstanding shares of Ambulnz-FMC North America LLC common stock from its joint venture with Ambulnz Holdings, LLC, in exchange for $4,000,000 in cash and $3,000,000 in stock. Ambulnz-FMC North America LLC is a prominent healthcare company that focuses on providing vital products and services for patients suffering from kidney diseases and renal failure. Acquisition costs are included in general and administrative expenses totaling approximately $35,560 for the three and six months ended June 30, 2023, respectively. Healthworx LLC On May 10, 2023, the Company acquired the remaining outstanding shares of common stock from its joint venture with Rapid Reliable Testing, in exchange for $1,385,156 in cash. The following table presents the preliminary allocation of the assets acquired and liabilities assumed:
|  | Ambulnz-FMC North America LLC |  | Cardiac RMS LLC |  | Location Medical Services |  | Community Ambulance Service |  | Ryan Brothers |  | Exceptional Medical Transport |  | Government Medical Services |  | Total
Consideration: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash Consideration |  | $ | 4,000,000 |  |  | $ | 9,000,000 |  |  | $ | 302,450 |  |  | $ | 5,541,269 |  |  | $ | 7,422,252 |  |  | $ | 6,375,000 |  |  | $ | 20,338,789 |  |  | $ | 52,979,760 |
Stock Consideration |  | 3,000,000 |  |  | 1,000,000 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 4,000,000 |
Due to Seller |  | — |  |  | — |  |  | 11,279,201 |  |  | — |  |  | — |  |  | 6,000,000 |  |  | — |  |  | 17,279,201 |
Amounts held under an escrow account |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 1,333,333 |  |  | — |  |  | 1,333,333 |
Contingent Liability |  | — |  |  | 15,822,190 |  |  | 2,475,540 |  |  | — |  |  | 4,000,000 |  |  | 1,080,000 |  |  | 3,000,000 |  |  | 26,377,730 |
Total consideration |  | $ | 7,000,000 |  |  | $ | 25,822,190 |  |  | $ | 14,057,191 |  |  | $ | 5,541,269 |  |  | $ | 11,422,252 |  |  | $ | 14,788,333 |  |  | $ | 23,338,789 |  |  | $ | 101,970,024 |
Recognized amounts of identifiable assets acquired and liabilities assumed |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash |  | $ | — |  |  | $ | 1,574,604 |  |  | $ | 5,404,660 |  |  | $ | 892,218 |  |  | $ | 620,548 |  |  | $ | 299,050 |  |  | $ | 1,005,453 |  |  | $ | 9,796,533 |
Accounts receivable |  | — |  |  | 2,033,533 |  |  | 623,635 |  |  | 7,002,325 |  |  | 5,844,494 |  |  | 3,785,490 |  |  | 3,975,160 |  |  | 23,264,637 |
Other current assets |  | — |  |  | 293,478 |  |  | 134,216 |  |  | 1,167,326 |  |  | 136,157 |  |  | — |  |  | 30,734 |  |  | 1,761,911 |
Property, plant and equipment |  | — |  |  | — |  |  | 519,391 |  |  | 4,548,956 |  |  | 2,125,134 |  |  | 2,450,900 |  |  | 4,092 |  |  | 9,648,473 |
Intangible assets |  | — |  |  | 15,930,000 |  |  | 2,419,600 |  |  | — |  |  | 387,550 |  |  | 125,000 |  |  | 10,305,000 |  |  | 29,167,150 |
Total identifiable assets acquired |  | — |  |  | 19,831,615 |  |  | 9,101,502 |  |  | 13,610,825 |  |  | 9,113,883 |  |  | 6,660,440 |  |  | 15,320,439 |  |  | 73,638,704 |
Accounts payable |  | — |  |  | 28,978 |  |  | 40,447 |  |  | 2,036,714 |  |  | 44,911 |  |  | — |  |  | 137,239 |  |  | 2,288,289 |
Due to Seller |  | — |  |  | 2,448,460 |  |  | — |  |  | — |  |  | 5,844,494 |  |  | 4,084,540 |  |  | — |  |  | 12,377,494 |
Other current liabilities |  | — |  |  | 174,177 |  |  | 1,012,992 |  |  | 4,439,230 |  |  | 286,792 |  |  | — |  |  | 562,809 |  |  | 6,476,000 |
Total liabilities assumed |  | — |  |  | 2,651,615 |  |  | 1,053,439 |  |  | 6,475,944 |  |  | 6,176,197 |  |  | 4,084,540 |  |  | 700,048 |  |  | 21,141,783 |
Noncontrolling interests |  | 2,567,037 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 2,567,037 |
Goodwill |  | — |  |  | 8,642,190 |  |  | 6,009,128 |  |  | (1,593,612) |  |  | 8,484,566 |  |  | 12,212,433 |  |  | 8,718,398 |  |  | 42,473,103 |
Additional paid-in-capital |  | 4,432,963 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 4,432,963 |
Total purchase price |  | $ | 7,000,000 |  |  | $ | 25,822,190 |  |  | $ | 14,057,191 |  |  | $ | 5,541,269 |  |  | $ | 11,422,252 |  |  | $ | 14,788,333 |  |  | $ | 23,338,789 |  |  | $ | 101,970,024 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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