ABC Transaction and Held for Sale

3 Months Ended

Mar. 31, 2023

Transaction and Held-for-sale [Abstract]

ABC Transaction and Held for Sale

5. ABC Transaction and Held for Sale

During the fiscal year 2022, the Company started discussions regarding the potential liquidation process of Health through an assignment for the benefit of creditors (“ABC”), with a targeted timeline for the transaction to be fully closed in December 2022. The conversation involved operations, human resources, external legal counsel, and Amb, LLC (a California limited liability company, the “Assignee”). It was the management’s intention and decision that the ABC transaction will be commenced and completed by year end 2022. Due to operational processes, the filing was extended and finalized on February 3, 2023.

On February 3, 2023, Health commenced the ABC pursuant to California law. An ABC is a liquidation process governed by state law (California law in this instance) that is an alternative to a bankruptcy case under federal law. Prior to commencing the ABC, Health ceased business operations and all of its employees were terminated and treated in accordance with California law. In the ABC, all of Health’s assets were transferred to the Assignee who acts as a fiduciary for creditors and in a capacity equivalent to that of a bankruptcy trustee. The Assignee is responsible for liquidating the assets. Similar to a bankruptcy case, there is a claims process. Creditors of Health will receive notice of the ABC and a proof of claim form and are required to submit a proof of claim in order to participate in distribution of net liquidation proceeds by the Assignee.

As of December 31, 2022, Health met the criteria to be classified as held for sale. As the entity has met this criteria, the Company is required to record the respective assets and liabilities at the lower of carrying value or fair value less any costs to sell, and present the related assets and liabilities as separate line items in the Consolidated Balance Sheets.

The following table presents information related to the major classes of assets and liabilities that were classified as held for sale in the Company’s Consolidated Balance Sheets as of December 31, 2022:

	Pre ABC Adjustment			2022 Adjustments			December 31, 2022			1Q23 Adjustments			March 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	(190,312	)	$	190,312		$	-		$	-		$	-
Accounts receivable, net		1,219,927			(1,219,927	)		-			-			-
Prepaid expenses and other current assets		22,850			(22,850	)		-			-			-
Total current assets		1,052,465			(1,052,465	)		-			-			-
Property and equipment, net		1,107,279			(1,107,279	)		-			-			-
Intangibles, net		30,697			(30,697	)		-			-			-
Goodwill		5,085,689			(5,085,689	)		-			-			-
Operating lease right-of-use assets		29,753			(29,753	)		-			-			-
Assets held for sale		-			4,480,344			4,480,344			(4,480,344	)		-
Other assets		18,053,495			(96,419	)		17,957,076			(17,957,076	)		-
Total assets	$	25,359,378		$	(2,921,958	)	$	22,437,420		$	(22,437,420	)	$	-
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	196,122		$	(196,122	)	$	-		$	-		$	-
Accrued liabilities		63,655,442			(4,250,603	)		59,404,839			(59,404,839	)		-
Operating lease liability, current		33,619			(33,619	)		-			-			-
Liabilities held for sale		-			4,480,344			4,480,344			(4,480,344	)		-
Total current liabilities		63,885,183			-			63,885,183			(63,885,183	)		-
Total liabilities	$	63,885,183		$	-		$	63,885,183		$	(63,885,183	)	$	-
STOCKHOLDERS’ EQUITY:
Accumulated deficit	$	(38,525,805	)	$	(2,921,958	)	$	(41,447,763	)	$	41,447,763		$	-
Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries		(38,525,805	)		(2,921,958	)		(41,447,763	)		41,447,763			-
Noncontrolling interests		-			-			-			-			-
Total stockholders’ equity	$	(38,525,805	)	$	(2,921,958	)	$	(41,447,763	)	$	41,447,763		$	-
Total liabilities and stockholders’ equity	$	25,359,378		$	(2,921,958	)	$	22,437,420		$	(22,437,420	)	$	-

The Intercompany receivables and Intercompany payables are eliminated in the Company’s Consolidated Balance Sheets.