Acquisition of Businesses and Asset Acquisitions

3 Months Ended

Mar. 31, 2023

Acquisitions [Absract]

Acquisition of Businesses and Asset Acquisitions

4. Acquisition of Businesses and Asset Acquisitions

Government Medical Services, LLC

On July 6, 2022, Holdings acquired 100% of the outstanding shares of common stock of Government Medical Services, LLC (“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 Medical Transportation, LLC (“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 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 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 believe this acquisition will allow 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 three and twelve months ended December 31, 2022, respectively.

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 Location Medical Services, LLC (“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. Acquisition costs are included in general and administrative expenses and totaled $4,200 for the three and twelve months ended December 31, 2022, respectively.

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 three months ended March 31, 2023.

The following table presents the assets acquired and liabilities assumed at the date of the acquisitions (preliminary for CRMS):

	Cardiac RMS LLC		Location Medical Services		Community Ambulance Service			Ryan Brothers		Exceptional Medical Transport		Government Medical Services		Total
Consideration:
Cash consideration	$	9,000,000	$	302,450	$	5,541,269		$	7,422,252	$	6,375,000	$	20,338,789	$	48,979,760
Stock consideration		1,000,000		-		-			-		-		-		1,000,000
Deferred consideration		-		11,279,201		-			-		6,000,000		-		17,279,201
Amounts held under an escrow account		-		-		-			-		1,333,333		-		1,333,333
Contingent consideration		15,822,190		2,475,540		-			4,000,000		1,080,000		3,000,000		26,377,730
Total consideration		25,822,190		14,057,191		5,541,269			11,422,252		14,788,333		23,338,789		94,970,024
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash	$	1,574,604	$	5,404,660	$	892,218		$	620,248	$	299,050	$	1,005,453	$	9,796,233
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			9,113,583		6,660,440		15,320,439		73,638,404
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
Goodwill/(Gain on bargain purchase)		8,642,190		6,009,128		(1,593,612	)		8,484,866		12,212,433		8,718,398		42,473,403
Total purchase price	$	25,822,190	$	14,057,191	$	5,541,269		$	11,422,252	$	14,788,333	$	23,338,789	$	94,970,024