Full Press Release Details
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
Defined terms included below have the same meaning
as terms defined and included elsewhere in the Current Report on Form 8-K to which this Unaudited Pro Forma Condensed Combined Financial
Information is attached (the "Form 8-K") and, if not defined in the Form 8-K, the proxy statement/consent solicitation prospectus
filed with the Securities and Exchange Commission (the "SEC") on October 14, 2021.
On March 8, 2021, Motion entered into the Merger
Agreement with Ambulnz and Motion Merger Sub Corp. ("Merger Sub"), pursuant to which, among other things, Merger Sub, a direct
wholly owned subsidiary of Motion, merged with and into Ambulnz (the "Merger"), with Ambulnz surviving the Merger as a wholly
owned subsidiary of DocGo. In connection with the Merger, Motion was renamed DocGo, Inc. ("DocGo").
The following unaudited pro forma condensed combined
balance sheet as of June 30, 2021 combines the unaudited historical condensed consolidated balance sheet of Motion as of June 30,
2021 with the unaudited historical condensed consolidated balance sheet of Ambulnz as of June 30, 2021, giving further effect to
the Business Combination and the PIPE Transaction, as if they had been consummated as of June 30, 2021.
The following unaudited pro forma condensed combined
statement of operations for the six months ended June 30, 2021 combines the unaudited condensed consolidated statement of operations
of Motion for the six months ended June 30, 2021 with the unaudited condensed consolidated statement of operations of Ambulnz for
the six months ended June 30, 2021, giving effect to the Business Combination and the PIPE Transaction as if they had occurred
on January 1, 2020, which is the beginning of the earliest period presented.
The following unaudited pro forma condensed combined
statement of operations for the year ended December 31, 2020 combines the audited restated statement of operations of Motion for
the period from August 11, 2020 (inception) through December 31, 2020 with the audited consolidated statement of operations
of Ambulnz for the year ended December 31, 2020, giving effect to the Business Combination and the PIPE Transaction as if they had
occurred on January 1, 2020. The restatement of Motion's statement of operations for the period from August 11, 2020 to
December 31, 2020 is more fully described in Note 2 of the notes to Motion's fiscal 2020 financial statements included
in the proxy statement/consent solicitation/prospectus filed with the SEC on October 14, 2021.
The unaudited pro forma condensed combined financial
statements have been derived from and should be read in conjunction with the following, which are included or otherwise incorporated by
reference into the Form 8-K to which this Unaudited Pro Forma Condensed Combined Financial Information is attached:
The unaudited pro forma condensed combined financial
information is for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial
position would have been had the Business Combination and the PIPE Transaction taken place on the dates indicated, nor are they indicative
of the future consolidated results of operations or financial position of the combined company.
UNAUDITED PRO FORMA CONDENSED COMBINED
| Historical Motion 5(A) | Historical Ambulnz 5(B) | Transaction Accounting Adjustments | PIPE Financing Adjustments | Pro Forma Balance Sheet | ||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||
| Cash and cash equivalents | $ | 234 | $ | 33,146 | $ | 37,291 | 5(f) | $ | 120,850 | 5(k) | $ | 191,521 | ||||||||||||
| Account receivable-net | - | 41,062 | - | - | 41,062 | |||||||||||||||||||
| Prepaid expenses and other current assets | 223 | 3,504 | (223 | ) | 5(g) | - | 3,504 | |||||||||||||||||
| Total current assets | 457 | 77,712 | 37,068 | 120,850 | 236,087 | |||||||||||||||||||
| Property and equipment, net | - | 10,417 | - | - | 10,417 | |||||||||||||||||||
| Intangible assets, net | - | 10,818 | - | - | 10,818 | |||||||||||||||||||
| Goodwill | - | 6,610 | - | - | 6,610 | |||||||||||||||||||
| Restricted cash | - | 3,718 | - | - | 3,718 | |||||||||||||||||||
| Operating lease right-of-use assets | - | 4,629 | - | - | 4,629 | |||||||||||||||||||
| Finance lease right-of-use assets | - | 7,820 | - | - | 7,820 | |||||||||||||||||||
| Cash and marketable securities held in Trust Account | 115,007 | - | (62,029 | ) | 5(a) | - | - | |||||||||||||||||
| (4,025 | ) | 5(b) | ||||||||||||||||||||||
| (3,855 | ) | 5(c) | ||||||||||||||||||||||
| (7,801 | ) | 5(d) | ||||||||||||||||||||||
| (6 | ) | 5(e) | ||||||||||||||||||||||
| (37,291 | ) | 5(f) | ||||||||||||||||||||||
| Other non-current assets | - | 1,411 | - | - | 1,411 | |||||||||||||||||||
| Total assets | $ | 115,464 | $ | 123,135 | $ | (77,939 | ) | $ | 120,850 | $ | 281,510 | |||||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||||
| Accounts payable | $ | 25 | $ | 6,745 | $ | (25 | ) | 5(g) | $ | - | $ | 6,745 | ||||||||||||
| Accrued and other current liabilities | 69 | 26,476 | (69 | ) | 5(g) | - | 26,476 | |||||||||||||||||
| Line of credit | - | 8,000 | - | - | 8,000 | |||||||||||||||||||
| Current portion of long-term debt | - | 5,460 | - | - | 5,460 | |||||||||||||||||||
| Accrued offering costs | 70 | - | (70 | ) | 5(g) | - | - | |||||||||||||||||
| Total current liabilities | 164 | 46,681 | (164 | ) | - | 46,681 | ||||||||||||||||||
| Deferred underwriting fee payable | 4,025 | - | (4,025 | ) | 5(b) | - | - | |||||||||||||||||
| Warrant liabilities | 9,486 | - | - | - | 9,486 | |||||||||||||||||||
| Long-term debt | - | 10,206 | - | - | 10,206 | |||||||||||||||||||
| Total liabilities | 13,675 | 56,887 | (4,189 | ) | - | 66,373 | ||||||||||||||||||
| Motion Class A common stock, subject to possible redemption | 96,789 | - | (62,029 | ) | 5(a) | - | - | |||||||||||||||||
| (34,760 | ) | 5(h) | ||||||||||||||||||||||
| Stockholders' equity: | ||||||||||||||||||||||||
| Motion Class B common stock | 1 | - | (1 | ) | 5(i) | - | - | |||||||||||||||||
| Ambulnz Series A preferred stock, no par value | - | - | - | - | - | |||||||||||||||||||
| Ambulnz common stock, no par value | - | - | - | - | - | |||||||||||||||||||
| DocGo common stock, par value $0.0001 per share (post merger) | - | - | 1 | 5(i) | 1 | 5(k) | 10 | |||||||||||||||||
| 8 | 5(j) | |||||||||||||||||||||||
| Additional paid-in capital | 10,275 | 143,109 | (5,284 | ) | 5(j) | 120,849 | 5(k) | 292,053 | ||||||||||||||||
| 34,760 | 5(h) | |||||||||||||||||||||||
| (3,855 | ) | 5(c) | ||||||||||||||||||||||
| (7,801 | ) | 5(d) | ||||||||||||||||||||||
| Accumulated deficit | (5,276 | ) | (90,625 | ) | (59 | ) | 5(g) | - | (90,690 | ) | ||||||||||||||
| 5,276 | 5(j) | |||||||||||||||||||||||
| (6 | ) | 5(e) | ||||||||||||||||||||||
| Accumulated other comprehensive loss | - | 54 | - | - | 54 | |||||||||||||||||||
| Total stockholders' equity attributable to controlling interests | 5,000 | 52,538 | 23,039 | 120,850 | 201,427 | |||||||||||||||||||
| Noncontrolling interest | - | 13,710 | - | - | 13,710 | |||||||||||||||||||
| Total stockholders' equity | 5,000 | 66,248 | 23,039 | 120,850 | 215,137 | |||||||||||||||||||
| Total liabilities and stockholders' equity | $ | 115,464 | $ | 123,135 | $ | (77,939 | ) | $ | 120,850 | $ | 281,510 |
See accompanying notes to the unaudited pro forma
condensed combined financial information.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
FOR THE SIX MONTHS ENDED JUNE 30, 2021
(in thousands, except share and per share amounts)
| Historical Motion 6(A) | Historical Ambulnz 6(A) | Transaction Accounting Adjustments | Pro Forma Statement of Operations | |||||||||||||||
| Revenue | $ | - | $ | 111,555 | $ | - | $ | 111,555 | ||||||||||
| Cost of revenue | - | 76,884 | - | 76,884 | ||||||||||||||
| Operating expenses: | ||||||||||||||||||
| General and administrative | - | 27,797 | - | 27,797 | ||||||||||||||
| Depreciation and amortization | - | 3,495 | - | 3,495 | ||||||||||||||
| Legal and regulatory | - | 1,833 | - | 1,833 | ||||||||||||||
| Technology and development | - | 1,126 | - | 1,126 | ||||||||||||||
| Sales, advertising and marketing | - | 2,035 | - | 2,035 | ||||||||||||||
| Formation costs and other operating expenses | 628 | - | - | 628 | ||||||||||||||
| Total costs and operating expenses | 628 | 113,170 | - | 113,798 | ||||||||||||||
| Loss from operations | (628 | ) | (1,615 | ) | - | (2,243 | ) | |||||||||||
| Other income (expense): | ||||||||||||||||||
| Interest income (expense), net | 21 | (245 | ) | (21 | ) | 6(a) | (245 | ) | ||||||||||
| Change in fair value of warrant liabilities | (446 | ) | - | - | (446 | ) | ||||||||||||
| Other | - | (28 | ) | - | (28 | ) | ||||||||||||
| Total other expense, net | (425 | ) | (273 | ) | (21 | ) | (719 | ) | ||||||||||
| Loss before income taxes | (1,053 | ) | (1,888 | ) | (21 | ) | (2,962 | ) | ||||||||||
| Provision for income taxes | - | (9 | ) | - | (9 | ) | ||||||||||||
| Net loss | (1,053 | ) | (1,897 | ) | (21 | ) | (2,971 | ) | ||||||||||
| Net income attributable to noncontrolling interest | - | 1,428 | - | 1,428 | ||||||||||||||
| Net loss excluding noncontrolling interest | $ | (1,053 | ) | $ | (3,325 | ) | $ | (21 | ) | $ | (4,399 | ) | ||||||
| Net loss per share attributable to Class A common stockholders-basic and diluted | $ | - | $ | (36.73 | ) | $ | (0.04 | ) | ||||||||||
| Weighted average common shares used to compute net income (loss) per share attributable to Class A common stockholders-basic and diluted | 11,500,000 | 90,505 | 91,641,837 | 6(b) | 103,232,342 | |||||||||||||
| Net loss per share attributable to Class B common stockholders-basic and diluted | $ | (0.37 | ) | |||||||||||||||
| Weighted average common shares used to compute net loss per share attributable to Class B common stockholders-basic and diluted | 2,875,000 |
See accompanying notes to the unaudited pro forma
condensed combined financial information.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 2020
(in thousands, except share and per share amounts)
| Historical Motion 6(B) | Historical Ambulnz 6(C) | Transaction Accounting Adjustments | Pro Forma Statement of Operations | |||||||||||||||
| Revenue | $ | - | $ | 94,091 | $ | - | $ | 94,091 | ||||||||||
| Cost of revenue | - | 62,744 | - | 62,744 | ||||||||||||||
| Operating expenses: | ||||||||||||||||||
| General and administrative | - | 34,913 | 34,913 | |||||||||||||||
| Depreciation and amortization | - | 5,508 | - | 5,508 | ||||||||||||||
| Legal and regulatory | - | 3,748 | - | 3,748 | ||||||||||||||
| Technology and development | - | 1,190 | - | 1,190 | ||||||||||||||
| Sales, advertising and marketing | - | 746 | - | 746 | ||||||||||||||
| Formation costs and other operating expenses | 169 | - | - | 169 | ||||||||||||||
| Total costs and operating expenses | 169 | 108,849 | 109,018 | |||||||||||||||
| Loss from operations | (169 | ) | (14,758 | ) | (14,927 | ) | ||||||||||||
| Other income (expense): | ||||||||||||||||||
| Interest income (expense), net | 20 | (205 | ) | (20 | ) | 6(a) | (205 | ) | ||||||||||
| Gain on disposal of fixed assets | - | 31 | - | 31 | ||||||||||||||
| Change in fair value of warrant liabilities | (3,884 | ) | - | - | (3,884 | ) | ||||||||||||
| Other income (expense) | (191 | ) | 300 | - | 109 | |||||||||||||
| Total other income (expense), net | (4,055 | ) | 126 | (20 | ) | (3,949 | ) | |||||||||||
| Loss before income taxes | (4,224 | ) | (14,632 | ) | (20 | ) | (18,876 | ) | ||||||||||
| Provision for income taxes | - | (167 | ) | - | (167 | ) | ||||||||||||
| Net loss | (4,224 | ) | (14,799 | ) | (20 | ) | (19,043 | ) | ||||||||||
| Net loss attributable to noncontrolling interest | - | (439 | ) | - | (439 | ) | ||||||||||||
| Net loss excluding noncontrolling interest | $ | (4,224 | ) | $ | (14,360 | ) | $ | (20 | ) | $ | (18,604 | ) | ||||||
| Net loss per share attributable to Class A common stockholders-basic and diluted | $ | - | $ | (158.72 | ) | $ | (0.18 | ) | ||||||||||
| Weighted average common shares used to compute net loss per share attributable to Class A common stockholders-basic and diluted | 11,500,000 | 90,476 | 91,641,866 | 6(b) | 103,232,342 | |||||||||||||
| Net loss per share attributable to Class B common stockholders-basic and diluted | $ | (1.48 | ) | |||||||||||||||
| Weighted average common shares used to compute net loss per share attributable to Class B common stockholders-basic and diluted | 2,875,000 |
See accompanying notes to the unaudited pro forma
condensed combined financial information.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
The board of directors of Motion Acquisition Corp.,
a Delaware corporation ("Motion"), unanimously approved the Merger Agreement dated as of March 8, 2021 (the "Merger
Agreement"), by and among Motion, Motion Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Motion ("Merger
Sub"), and Ambulnz, Inc., a Delaware corporation ("Ambulnz"), pursuant to which Merger Sub merged with and into Ambulnz,
with Ambulnz surviving as a wholly owned subsidiary of Motion and the securityholders of Ambulnz becoming securityholders of Motion (the
"Merger"). We refer to the Merger and the other transactions contemplated by the Merger Agreement as the "Business Combination."
At the consummation of the Business Combination (the "Closing"), Motion changed its name to "DocGo, Inc." and
now has only one class of common stock, par value $0.0001 ("DocGo Common Stock") issued and outstanding.
As a result of the Closing, each share of Ambulnz's
Class A common stock, Class B common stock, and preferred stock issued and outstanding immediately prior to the effective time of the
Merger, on a fully diluted basis including outstanding unexercised Ambulnz employee stock options, were automatically converted into the
right to receive a number of shares of Motion common stock equal to the Exchange Ratio. The "Exchange Ratio" is the quotient
obtained by dividing 83,600,000 by the fully-diluted number of shares of Ambulnz's common stock outstanding immediately prior
to the effective time of the Merger. The Exchange Ratio was approximately 645.1452 at the effective time of the Merger.
Each of the options to purchase shares of Ambulnz's
common stock ("Ambulnz Options"), whether or not exercisable and whether or not vested, that were outstanding immediately
prior to the effective time of the Merger, were assumed by DocGo and converted into an option to purchase a number of shares of DocGo
common stock equal to the number of shares of Ambulnz's common stock subject to such option immediately prior to the effective time
multiplied by the Exchange Ratio, at an exercise price equal to the exercise price immediately prior to the effective time divided by
At the Closing, Ambulnz stockholders received 79,699,128 shares
of DocGo Common Stock as consideration, and DocGo reserved an additional 3,900,872 shares of DocGo Common Stock for issuance to the holders
of Ambulnz Options upon exercise thereof. Additionally, Ambulnz stockholders immediately prior to the Closing have a contingent right
to up to 5,000,000 additional shares of DocGo Common Stock as earn-out consideration issuable in the future upon attainment of certain
specified stock price conditions.
Pursuant to those certain subscription agreements
by and between Motion and certain investors (the "PIPE Investors"), at the Closing, Motion issued 12,500,000 shares of
DocGo Common Stock in a private placement at a price of $10.00 per share for an aggregate payment of $125.0 million (the "PIPE
The unaudited pro forma condensed combined financial
statements were prepared in accordance with Article 11 of SEC Regulation S-X, which includes requirements to depict the accounting for
The unaudited pro forma condensed combined balance
sheet as of June 30, 2021 was derived from the respective unaudited historical condensed consolidated balance sheets of Motion and
Ambulnz as of June 30, 2021, and gives effect to the Business Combination and the PIPE Transaction as if they occurred on June 30,
2021. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 combines the respective
historical condensed consolidated statements of operations of Motion and Ambulnz for the six months ended June 30, 2021, the unaudited
pro forma condensed combined statement of operations for the year ended December 31, 2020 includes the historical restated condensed
consolidated statement of operations of Motion for the period from August 11, 2020 (inception) through December 31, 2020, and
the historical consolidated statement of operations of Ambulnz for the year ended December 31, 2020, in each case giving effect to
the Business Combination and the PIPE Transaction as if they had been consummated on January 1, 2020, the beginning of the earliest
The unaudited pro forma condensed combined financial
information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated
with the Business Combination. Motion and Ambulnz have not had any historical relationship prior to the Business Combination. Accordingly,
no pro forma adjustments were required to eliminate activities between the companies.
Shares outstanding as presented in the unaudited
pro forma condensed combined financial statements include the 79,699,128 shares of DocGo Common Stock issued to Ambulnz's stockholders
at Closing, the 5,297,097 public shares of DocGo Common Stock issued in the IPO (after accounting for the Motion stockholders who exercise
their redemption rights for 6,202,903 shares), 1,835,248 shares of Motion common stock issued to its Sponsor (net of 301,787 shares
forfeited by the Sponsor and 737,965 shares to be held in escrow and that are subject to forfeiture if certain specified future stock
price conditions are not attained), and the 12,500,000 shares of DocGo Common Stock issued in connection with the PIPE Transaction.
As a result of the Business Combination and the
PIPE Transaction, (i) Ambulnz's stockholders (but not including the holders of Ambulnz Options) own approximately 80.2% of the total