Document/ExhibitDescriptionPagesSize 1: 10-Q Quarterly Report HTML 1.29M
2: EX-10.1 Material Contract HTML 115K
3: EX-10.2 Material Contract HTML 115K
4: EX-10.3 Material Contract HTML 115K
5: EX-10.4 Material Contract HTML 118K
6: EX-10.5 Material Contract HTML 115K
7: EX-10.6 Material Contract HTML 115K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
10: EX-31.3 Certification -- §302 - SOA'02 HTML 32K
11: EX-32 Certification -- §906 - SOA'02 HTML 31K
18: R1 Document and Entity Information HTML 79K
19: R2 Consolidated Balance Sheets (Unaudited) HTML 175K
20: R3 Consolidated Balance Sheets (Unaudited) HTML 46K
(Parenthetical)
21: R4 Consolidated Statements of Income (Unaudited) HTML 117K
22: R5 Consolidated Statements of Mezzanine and HTML 81K
Stockholders' Equity (Unaudited)
23: R6 Consolidated Statements of Cash Flows (Unaudited) HTML 153K
24: R7 Description of Business HTML 48K
25: R8 Basis of Presentation and Summary of Significant HTML 200K
Accounting Policies
26: R9 Business Combinations and Goodwill HTML 61K
27: R10 Intangible Assets, Net HTML 81K
28: R11 Investments in Other Entities - Equity Method HTML 180K
29: R12 Loan Receivable and Loan Receivable - Related HTML 32K
Parties
30: R13 Accounts Payable and Accrued Expenses HTML 44K
31: R14 Medical Liabilities HTML 49K
32: R15 Credit Facility, Bank Loan and Lines of Credit HTML 66K
33: R16 Mezzanine and Stockholders' Equity HTML 111K
34: R17 Commitments and Contingencies HTML 38K
35: R18 Related-Party Transactions HTML 57K
36: R19 Income Taxes HTML 34K
37: R20 Earnings Per Share HTML 75K
38: R21 Variable Interest Entities (VIEs) HTML 99K
39: R22 Leases HTML 215K
40: R23 Basis of Presentation and Summary of Significant HTML 153K
Accounting Policies (Policies)
41: R24 Basis of Presentation and Summary of Significant HTML 129K
Accounting Policies (Tables)
42: R25 Business Combinations and Goodwill (Tables) HTML 59K
43: R26 Intangible Assets, Net (Tables) HTML 83K
44: R27 Investments in Other Entities - Equity Method HTML 163K
(Tables)
45: R28 Accounts Payable and Accrued Expenses (Tables) HTML 44K
46: R29 Medical Liabilities (Tables) HTML 50K
47: R30 Credit Facility, Bank Loan and Lines of Credit HTML 46K
(Tables)
48: R31 Mezzanine and Stockholders' Equity (Tables) HTML 108K
49: R32 Related-Party Transactions (Tables) HTML 47K
50: R33 Earnings Per Share (Tables) HTML 76K
51: R34 Variable Interest Entities (VIEs) (Tables) HTML 100K
52: R35 Leases (Tables) HTML 145K
53: R36 Description of Business - Additional Information HTML 166K
(Details)
54: R37 Basis of Presentation and Summary of Significant HTML 98K
Accounting Policies - Additional Information
(Details)
55: R38 Basis of Presentation and Summary of Significant HTML 34K
Accounting Policies - Additional Information,
Performance Obligation (Details)
56: R39 Basis of Presentation and Summary of Significant HTML 41K
Accounting Policies - Disaggregation of Revenue by
Each Payor Type (Details)
57: R40 Basis of Presentation and Summary of Significant HTML 51K
Accounting Policies - Contributions to Revenue and
Receivables by Payor (Details)
58: R41 Basis of Presentation and Summary of Significant HTML 45K
Accounting Policies - Carrying Amounts and Fair
Values of Financial Instruments (Details)
59: R42 Business Combinations and Goodwill - Additional HTML 59K
Information (Details)
60: R43 Business Combinations and Goodwill - Identifiable HTML 67K
Assets Acquired and Liabilities Assumed (Details)
61: R44 Business Combinations and Goodwill - Summary of HTML 31K
Goodwill (Details)
62: R45 Intangible Assets, Net - Schedule of Intangible HTML 58K
Assets (Details)
63: R46 Intangible Assets, Net - Additional Information HTML 29K
(Details)
64: R47 Intangible Assets, Net - Future Amortization HTML 41K
Expense (Details)
65: R48 Investments in Other Entities - Equity Method - HTML 59K
Equity Method Investments (Details)
66: R49 Investments in Other Entities - Equity Method - HTML 284K
Additional Information (Details)
67: R50 Investments in Other Entities - Equity Method - HTML 47K
Gain on Sale (Details)
68: R51 Investments in Other Entities - Equity Method - HTML 137K
Summarized Balance Sheets and Statements of Income
(Details)
69: R52 Loan Receivable and Loan Receivable - Related HTML 83K
Parties - Additional Information (Details)
70: R53 Accounts Payable and Accrued Expenses - Schedule HTML 45K
of Accounts Payable and Accrued Expenses (Details)
71: R54 Medical Liabilities - Schedule of Medical HTML 51K
Liabilities (Details)
72: R55 Credit Facility, Bank Loan and Lines of Credit - HTML 42K
Credit Facility (Details)
73: R56 Credit Facility, Bank Loan and Lines of Credit - HTML 42K
Schedule of Maturities (Details)
74: R57 Credit Facility, Bank Loan and Lines of Credit - HTML 196K
Additional Information (Details)
75: R58 Mezzanine and Stockholders' Equity - Additional HTML 93K
Information (Details)
76: R59 Mezzanine and Stockholders' Equity - Schedule of HTML 71K
Stock Options Activity (Details)
77: R60 Mezzanine and Stockholders' Equity - Stock Option HTML 41K
Activity Under Black-Scholes Option Pricing Model
(Details)
78: R61 Mezzanine and Stockholders' Equity - Summary of HTML 56K
Warrant (Details)
79: R62 Mezzanine and Stockholders' Equity - Warrants HTML 54K
(Details)
80: R63 Commitments and Contingencies - Additional HTML 49K
Information (Details)
81: R64 Related-Party Transactions - Additional HTML 116K
Information (Details)
82: R65 Related-Party Transactions - Fees Incurred and HTML 39K
Income Received (Details)
83: R66 Earnings Per Share - Additional Information HTML 29K
(Details)
84: R67 Earnings Per Share - Earnings Per Share HTML 43K
Computations (Details)
85: R68 Earnings Per Share - Shares Included in Diluted HTML 45K
Earnings Per Share Computations (Details)
86: R69 Variable Interest Entities (VIEs) (Details) HTML 149K
87: R70 Leases - Additional information (Details) HTML 49K
88: R71 Leases - Components of Lease Expense (Details) HTML 39K
89: R72 Leases - Other Information Related to Leases HTML 51K
(Details)
90: R73 Leases - Future Minimum Payments Under HTML 74K
Non-cancelable Leases (Details)
91: R9999 Uncategorized Items - ameh-20200630.htm HTML 27K
93: XML IDEA XML File -- Filing Summary XML 166K
17: XML XBRL Instance -- ameh-20200630_htm XML 3.86M
92: EXCEL IDEA Workbook of Financial Reports XLSX 146K
13: EX-101.CAL XBRL Calculations -- ameh-20200630_cal XML 345K
14: EX-101.DEF XBRL Definitions -- ameh-20200630_def XML 1.11M
15: EX-101.LAB XBRL Labels -- ameh-20200630_lab XML 2.36M
16: EX-101.PRE XBRL Presentations -- ameh-20200630_pre XML 1.50M
12: EX-101.SCH XBRL Schema -- ameh-20200630 XSD 266K
94: JSON XBRL Instance as JSON Data -- MetaLinks 490± 751K
95: ZIP XBRL Zipped Folder -- 0001628280-20-012247-xbrl Zip 597K
(Exact name of registrant as specified in its charter)
iDelaware
i95-4472349
(State
or Other Jurisdiction
(I.R.S. Employer
of Incorporation)
Identification Number)
i1668 S. Garfield Avenue, i2nd
Floor, iAlhambra, iCaliforniai91801
(Address of principal executive offices and zip code)
(i626) i282-0288
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: ☒iYes☐ No
Indicate by check mark whether the
registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒iYes☐ No
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
iAccelerated
filer
☒
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging growth company
i☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): i☐Yes ☒
No
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
iCommon
Stock, $0.001 par value per share
iAMEH
Nasdaq Capital Market
As of August 3, 2020, there were i53,513,655
shares of common stock of the registrant, $0.001 par value per share, issued and outstanding.
The following abbreviations or acronyms that may be used in this document shall have the adjacent meanings set forth below:
Accountable
Health Care
Accountable Health Care IPA, a Professional Medical Corporation
AHMC
AHMC Healthcare Inc.
AIPBP
All-Inclusive Population-Based Payments
Alpha Care
Alpha Care Medical Group, Inc.
AMG
AMG, a Professional Medical Corporation
AMH
ApolloMed Hospitalists, a Medical Corporation
AMM
Apollo
Medical Management, Inc.
AP-AMH
AP-AMH Medical Corporation
APAACO
APA ACO, Inc.
APC
Allied Pacific of California IPA
APC-LSMA
APC-LSMA Designated Shareholder Medical Corporation
Apollo Care Connect
Apollo Care Connect, Inc.
BAHA
Bay Area Hospitalist Associates
Bright
Bright
Health Company of California, Inc.
CDSC
Concourse Diagnostic Surgery Center, LLC
CQMC
Critical Quality Management Corporation
CSI
College Street Investment LP, a California limited partnership
DMHC
California Department of Managed Healthcare
DMG
Diagnostic Medical Group
HSMSO
Health Source MSO Inc., a California corporation
ICC
AHMC
International Cancer Center, a Medical Corporation
IPA
independent practice association
LMA
LaSalle Medical Associates
MMG
Maverick Medical Group, Inc.
MPP
Medical Property Partners
NGACO
Next Generation Accountable Care Organization
NMM
Network Medical Management, Inc.
PASC
Pacific
Ambulatory Health Care, LLC
PMIOC
Pacific Medical Imaging and Oncology Center, Inc.
SCHC
Southern California Heart Centers
UCAP
Universal Care Acquisition Partners, LLC
UCI
Universal Care, Inc.
VIE
Variable Interest Entity
3
INTRODUCTORY
NOTE
Unless the context dictates otherwise, references in this Quarterly Report on Form 10-Q to the “Company,”“we,”“us,”“our,” and similar words are references to Apollo Medical Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries and affiliated entities, as appropriate, including its consolidated variable interest entities (“VIEs”) and “ApolloMed” refers to Apollo Medical Holdings, Inc.
The Centers for Medicare & Medicaid Services (“CMS”) have not reviewed any statements contained in this Quarterly Report on Form 10-Q describing the participation of APA ACO, Inc. (“APAACO”) in the Next Generation Accountable Care Organization (“NGACO”) Model.
Trade names and
trademarks of the Company and its subsidiaries referred to herein and their respective logos, are our property. This Quarterly Report on Form 10-Q may contain additional trade names and/or trademarks of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trade names and/or trademarks, if any, to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies.
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, statements about the Company's guidance for the year ending December 31, 2020, any statements about our business (including the impact of the 2019 Novel Coronavirus (COVID-19) pandemic on our business), financial condition, operating results, plans, objectives, expectations and intentions, any guidance on, or projections of, earnings, revenue or other financial items, such as our projected capitation from CMS for the year ending December 31, 2020 or otherwise, and
our future liquidity, including cash flows and any payments under the $545.0 million loan we made to our VIE, AP-AMH; any statements of any plans, strategies and objectives of management for future operations such as the material opportunities that we believe exist for our Company; any statements concerning proposed services, developments, mergers or acquisitions; any statements regarding the outlook on our NGACO Model or strategic transactions; any statements regarding management’s view of future expectations and prospects for us; any statements about prospective adoption of new accounting standards or effects of changes in accounting standards; any statements regarding future economic conditions or performance; any statements of belief; any statements of assumptions underlying any of the foregoing; and other statements that are not historical facts. Forward-looking statements may
be identified by the use of forward-looking terms such as “anticipate,”“could,”“can,”“may,”“might,”“potential,”“predict,”“should,”“estimate,”“expect,”“project,”“believe,”“think,”“plan,”“envision,”“intend,”“continue,”“target,”“seek,”“contemplate,”“budgeted,”“will,”“would,” and the negative of such terms, other variations on such terms or other similar or comparable words, phrases or terminology. These forward-looking statements present our estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q and are subject to change.
Forward-looking statements involve risks and uncertainties and are based on the current beliefs, expectations and certain assumptions of management. Some or all of such beliefs, expectations and
assumptions may not materialize or may vary significantly from actual results. Such statements are qualified by important economic, competitive, governmental and technological factors that could cause our business, strategy, or actual results or events to differ materially from those in our forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in our Annual Report on Form 10-K, for the year ended December 31, 2019, filed with the SEC on March 16, 2020, including, the risk factors discussed under the heading “Risk Factors” in Part I, Item IA thereof. Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial
condition and results of operations, as well as any forward-looking statements, are subject to change, and significant risks and uncertainties that could cause actual conditions, outcomes and results to differ materially from those indicated by such statements.
Operating
lease liabilities, net of current portion
i17,418
i11,373
Long-term
debt, net of current portion and deferred financing costs
i230,455
i232,172
Total
noncurrent liabilities
i261,882
i262,230
Total
liabilities
i414,389
i367,653
Commitments
and contingencies (Note 11)
i
iMezzanine
equity
Noncontrolling interest in Allied Physicians of California, a Professional Medical Corporation
i210,980
i168,725
Stockholders’
equity
Series A Preferred stock, $ii0.001/
par value per share; ii5,000,000/
shares authorized (inclusive of all preferred stock, including Series B Preferred stock); ii1,111,111/
issued and iizero/
outstanding
i—
i—
Series
B Preferred stock, $ii0.001/
par value per share; ii5,000,000/
shares authorized (inclusive of all preferred stock, including Series A Preferred stock); ii555,555/
issued and iizero/
outstanding
i—
i—
Common
stock, $ii0.001/ par value per share; ii100,000,000/
shares authorized, i36,309,513 and i35,908,057 shares outstanding, excluding i17,475,707
and i17,458,810 treasury shares, at June 30, 2020, and December 31, 2019, respectively
i36
i36
Additional
paid-in capital
i163,986
i159,608
Retained
earnings
i43,001
i31,905
i207,023
i191,549
Noncontrolling
interest
i825
i786
Total
stockholders’ equity
i207,848
i192,335
Total
liabilities, mezzanine equity and stockholders’ equity
$
i833,217
$
i728,713
The
accompanying notes are an integral part of these unaudited consolidated financial statements.
Proceeds
from the exercise of stock options and warrants
i2,863
i898
Repurchase
of shares
(i788)
(i40)
Borrowings
on line of credit
i—
i39,600
Proceeds
from common stock offering
i—
i205
Net
cash (used in) provided by financing activities
(i30,548)
i21,631
Net
increase (decrease) in cash, cash equivalents and restricted cash
i49,177
(i50,633)
Cash,
cash equivalents and restricted cash, beginning of period
i104,010
i107,637
Cash,
cash equivalents and restricted cash, end of period
$
i153,187
$
i57,004
Supplementary
disclosures of cash flow information:
Cash paid for income taxes
$
i—
$
i16,700
Cash
paid for interest
i2,623
i439
Supplemental
disclosures of non-cash investing and financing activities
Dividend declared included in dividend payable
$
i160
$
i—
Deferred
tax liability adjustment to goodwill
i—
i8,355
Preferred
shares received from sale of equity method investment
i36,179
i—
The
following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total amounts of cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows (in thousands):
Apollo Medical Holdings, Inc. (“ApolloMed”), together with its affiliated physician groups and consolidated entities (collectively, the “Company”) is a physician-centric integrated population health management company working to provide coordinated, outcome-based medical care in a cost-effective manner to patients in California, the majority of whom are covered by private or public insurance such as Medicare, Medicaid and health maintenance organization (“HMO”) plans, with a portion of the Company’s revenue coming from non-insured patients. The Company provides care coordination services to each major constituent of the healthcare delivery
system, including patients, families, primary care physicians, specialists, acute care hospitals, alternative sites of inpatient care, physician groups and health plans. The Company’s physician network consists of primary care physicians, specialist physicians, and hospitalists. The Company operates primarily through the following subsidiaries of ApolloMed: Network Medical Management, Inc. (“NMM”), Apollo Medical Management, Inc. (“AMM”), APA ACO, Inc. ("APAACO"), Apollo Care Connect, Inc. (“Apollo Care Connect”), and their consolidated entities.
NMM was formed in 1994 as a management service organization (“MSO”) for the purposes
of providing management services to medical companies and independent practice associations (“IPAs”). The management services primarily include billing, collection, accounting, administration, quality assurance, marketing, compliance, and education. Following a business combination, NMM became a wholly-owned subsidiary of ApolloMed in December 2017.
Allied Physicians of California IPA, a Professional Medical Corporation d.b.a. Allied Pacific of California IPA (“APC”) was incorporated in 1992, for the purpose of arranging healthcare services as an IPA. APC has contracts with various HMOs and other licensed healthcare service plans as defined in the California Knox-Keene Health Care Service Plan Act of 1975. Each HMO negotiates a fixed amount per member per month (“PMPM”) that is to be paid to APC. In return, APC
arranges for the delivery of healthcare services by contracting with physicians or professional medical corporations for primary care and specialty care services. APC assumes the financial risk of the cost of delivering healthcare services in excess of the fixed amounts received. Some of the risk is transferred to the contracted physicians or professional corporations. The risk is also minimized by stop-loss provisions in contracts with HMOs.
In July 1999, APC entered into an amended and restated management and administrative services agreement with NMM (the initial management services agreement was entered into in 1997) for an initial fixed term of i30
years. In accordance with relevant accounting guidance, APC is determined to be a variable interest entity ("VIE") of the Company as NMM is the primary beneficiary with the ability to direct the activities (excluding clinical decisions) that most significantly affect APC’s economic performance through its majority representation on the APC Joint Planning Board; therefore APC is consolidated by NMM.
AP-AMH Medical Corporation (“AP-AMH”) was formed in May 2019, as a designated shareholder professional corporation. Dr. Thomas Lam, a shareholder, and the Chief Executive Officer and Chief Financial Officer of APC and Co-Chief Executive Officer of ApolloMed, is the sole shareholder of AP-AMH. ApolloMed makes all the decisions on behalf of AP-AMH and funds
and receives all the distributions from its operations. ApolloMed has the rights to receive benefits from the operations of AP-AMH and has the option, but not the obligation, to cover losses. Therefore, AP-AMH is controlled and consolidated by ApolloMed as the primary beneficiary of this VIE.
In September 2019, ApolloMed completed the following series of transactions with its affiliates, AP-AMH and APC;
1.ApolloMed loaned AP-AMH $i545.0 million pursuant to a i10-year
secured loan agreement (the “AP-AMH Loan”). The loan bears interest at a rate of i10% per annum simple interest, is not prepayable (except in certain limited circumstances), requires quarterly payments of interest only in arrears, and is secured by a first priority security interest in all of AP-AMH’s assets, including the shares of APC Series A Preferred Stock purchased by AP-AMH, as described below. To the extent that AP-AMH is unable to make any interest payment when due because it has received dividends on the APC Series A Preferred Stock
insufficient to pay in full such interest payment, then the outstanding principal amount of the loan will be increased by the amount of any such accrued but unpaid interest, and any such increased principal amounts will bear interest at the rate of i10.75% per annum simple interest.
2.AP-AMH purchased i1,000,000
shares of APC Series A Preferred Stock for aggregate consideration of $i545.0 million in a private placement. Under the terms of the APC Certificate of Determination of Preferences of Series A Preferred
Stock (the “Certificate of Determination”), AP-AMH is
entitled to receive preferential, cumulative dividends that accrue on a daily basis and that are equal to the sum of (i) APC’s net income from healthcare services (as defined in the Certificate of Determination), plus (ii) any dividends received by APC from certain of APC’s affiliated entities, less (iii) any Retained Amounts (as defined in the Certificate of Determination).
3.APC purchased i15,015,015 shares of ApolloMed’s common stock for total consideration of
$i300.0 million in private placement. In connection therewith, ApolloMed granted APC certain registration rights with respect to ApolloMed’s common stock that APC purchased, and APC agreed that APC votes in excess of i9.99%
of ApolloMed’s then outstanding shares will be voted by proxy given to ApolloMed’s management, and that those proxy holders will cast the excess votes in the same proportion as all other votes cast on any specific proposal coming before ApolloMed’s stockholders.
4.ApolloMed licensed to AP-AMH the right to use certain trade names for certain specified purposes for a fee equal to a percentage of the aggregate gross revenues of AP-AMH. The license fee is payable out of any Series A Preferred Stock dividends received by AP-AMH from APC.
5.Through its subsidiary, NMM, the Company agreed to provide certain administrative services to AP-AMH for a fee equal to a percentage of the aggregate gross revenues of AP-AMH. The administrative fee also is payable out
of any APC Series A Preferred Stock dividends received by AP-AMH from APC.
Concourse Diagnostic Surgery Center, LLC (“CDSC”) was formed in March 2010 in the state of California. CDSC is an ambulatory surgery center in City of Industry, California organized by a group of highly qualified physicians, which utilizes some of the most advanced equipment in the eastern part of Los Angeles County and the San Gabriel Valley. The facility is Medicare certified and accredited by the Accreditation Association for Ambulatory Healthcare, Inc. As of June 30, 2020, APC owned i45.01%
of CDSC’s capital stock. CDSC is determined to be a VIE and APC is determined to be the primary beneficiary. APC has the ability to direct the activities that most significantly affect CDSC’s economic performance and receives the most economic benefits; therefore CDSC is consolidated by APC.
APC-LSMA Designated Shareholder Medical Corporation (“APC-LSMA”) was formed in October 2012 as a designated shareholder professional corporation. Dr. Thomas Lam, a stockholder and the Chief Executive Officer and Chief Financial Officer of APC and Co-Chief Executive Officer of ApolloMed, is a nominee shareholder of APC. APC makes all investment decisions on behalf of APC-LSMA, funds all investments and receives all distributions from the investments. APC has the obligation to absorb losses and right to receive benefits
from all investments made by APC-LSMA. APC-LSMA’s sole function is to act as the nominee shareholder for APC in other California medical professional corporations. Therefore, APC-LSMA is controlled and consolidated by APC as the primary beneficiary of this VIE. The only activity of APC-LSMA is to hold the investments in medical corporations, including the IPA lines of business of LaSalle Medical Associates (“LMA”), Pacific Medical Imaging and Oncology Center, Inc. (“PMIOC”), Diagnostic Medical Group (“DMG”) and AHMC International Cancer Center, a Medical Corporation (“ICC”). APC-LSMA also holds a i100%
ownership interest in Maverick Medical Group, Inc. (“MMG”), Alpha Care Medical Group, Inc. (“Alpha Care”), Accountable Health Care IPA, a Professional Medical Corporation (“Accountable Health Care”), and AMG, a Professional Medical Corporation (“AMG”).
Alpha Care, an IPA acquired by the Company in May 2019, has been operating in California since 1993 as a risk bearing organization engaged in providing professional services under capitation arrangements with its contracted health plans through a provider network consisting of primary care and specialty care physicians. Alpha Care specializes in delivering high-quality healthcare to approximately i170,000
enrollees, as of June 30, 2020, and focuses on Medi-Cal/Medicaid, Commercial, and Medicare and Dual Eligible members in the Riverside and San Bernardino counties of Southern California.
Accountable Health Care is a California-based IPA that has served the local community in the greater Los Angeles County area through a network of physicians and health care providers for more than 20 years. Accountable Health Care currently has a network of over i400 primary care physicians and i700
specialty care physicians, and ifour community and regional hospital medical centers that provide quality health care services to approximately i80,000
members of ithree federally qualified health plans and multiple product lines, including Medi-Cal, Commercial, Medicare and the California Healthy Families program. In August 2019, APC and APC-LSMA acquired the remaining outstanding shares of Accountable Health Care’s capital stock that they did not already own (comprising i75%)
for $i7.3 million in cash (see Note 3).
AMG is a network of family practice clinics operating out of ithree
main locations in Southern California. AMG provides professional and post-acute care services to Medicare, Medi-Cal/Medicaid, and Commercial patients through its network of
doctors and nurse practitioners. In September 2019, APC-LSMA purchased i100%
of the shares of capital stock of AMG for $i1.2 million in cash and $i0.4
million of APC common stock (see Note 3).
Universal Care Acquisition Partners, LLC (“UCAP”), a i100% owned subsidiary of APC, was formed in June 2014, for the purpose of holding an investment in Universal Care, Inc. (“UCI”). On April 30, 2020, UCAP completed the sale of its i48.9%
ownership interest in UCI to Bright Health Company of California, Inc. ("Bright") for approximately $i69.2 million in cash proceeds (including $i16.5
million as repayment of indebtedness owed to APC), plus non-cash consideration consisting of shares of Bright Health, Inc.'s preferred stock having an estimated fair value of approximately $i36.2 million on the date of sale. In addition, pursuant to the terms of the stock purchase agreement, APC has a beneficial interest in the equity method investment sold. The estimated fair value of such interest on April 30, 2020 was $i15.7
million (see Note 5). As set forth in the Company’s definitive proxy statement filed with the SEC on July 31, 2019 (the “Proxy Statement”), the i48.9% interest in UCI is an “Excluded Asset” that remains solely for the benefit of APC and its shareholders. As such, any proceeds or gain on the sale of APC’s indirect ownership interest in UCI has no impact on the Series A Dividend payable by APC to AP-AMH Medical Corporation
as described in the Proxy Statement and consequently the sale did not affect net income attributable to ApolloMed.
APAACO, jointly owned by NMM and AMM, began participating in the Next Generation Accountable Care Organization (“NGACO") Model of the Centers for Medicare & Medicaid Services (“CMS”) in January 2017. The NGACO Model is a CMS program that allows provider groups to assume higher levels of financial risk and potentially achieve a higher reward from participating in this new attribution-based risk sharing model.
AMM, a wholly-owned subsidiary of ApolloMed, manages affiliated medical groups, ApolloMed Hospitalists, a Medical Corporation (“AMH”) and Southern California Heart Centers, a Medical Corporation (“SCHC”). AMH provides hospitalist, intensivist, and physician advisory services. SCHC is a specialty clinic that focuses on cardiac care
and diagnostic testing.
Apollo Care Connect, Inc. ("Apollo Care Connect"), a wholly-owned subsidiary of ApolloMed, provides a cloud and mobile-based population health management platform that includes digital care plans, a case management module, connectivity with multiple healthcare tracking devices and the ability to integrate with multiple electronic health records to capture clinical data.
2. iBasis
of Presentation and Summary of Significant Accounting Policies
iBasis of Presentation
The accompanying consolidated balance sheets at December 31, 2019, has been derived from the Company’s audited consolidated financial statements, but does not include all disclosures required by generally accepted accounting principles in the
United States of America (“U.S. GAAP”). The accompanying unaudited consolidated financial statements as of June 30, 2020, and for the three and six months ended June 30, 2020 and 2019, have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019
as filed with the SEC on March 16, 2020. In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to make the consolidated financial statements not misleading as required by Regulation S-X, Rule 10-01. Operating results for the three and six months ended June 30, 2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, or any future periods.
i
Principles
of Consolidation
The consolidated balance sheets as of June 30, 2020 and December 31, 2019, and the consolidated statements of income for the three and six months ended June 30, 2020 and 2019, include the accounts of ApolloMed, its consolidated subsidiaries, NMM, AMM, APAACO, and Apollo Care Connect, its consolidated VIE, AP-AMH, NMM's consolidated subsidiaries, and consolidated VIE, APC, APC’s subsidiary, UCAP, and APC’s consolidated VIEs, CDSC, APC-LSMA, ICC, and APC-LSMA’s consolidated subsidiaries
Alpha Care and Accountable Health Care.
All material intercompany balances and transactions have been eliminated in consolidation.
The preparation of the consolidated financial statements and related
disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include collectability of receivables, recoverability of long-lived and intangible assets, business combination and goodwill valuation and impairment, accrual of medical liabilities (incurred, but not reported (“IBNR”) claims), determination of full-risk and shared-risk revenue and receivables (including constraints and completion factors, including historical medical loss ratios (“MLR”)), income taxes, valuation of share-based compensation and right-of-use ("ROU") assets and lease liabilities. Management evaluates its estimates and assumptions on an ongoing
basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates and assumptions.
i
Reportable Segments
The Company operates as ione
reportable segment, the healthcare delivery segment, and implements and operates innovative health care models to create a patient-centered, physician-centric experience. The Company reports its consolidated financial statements in the aggregate, including all activities in ione reportable segment.
/i
Cash
and Cash Equivalents
The Company’s cash and cash equivalents primarily consist of money market funds and certificates of deposit. The Company considers all highly liquid investments that are both readily convertible into known amounts of cash and mature within 90 days from their date of purchase to be cash equivalents.
The Company maintains its cash in deposit accounts with several banks, which at times may exceed the insured limits of the Federal Deposit Insurance Corporation (“FDIC”). The Company believes it is not exposed
to any significant credit risk with respect to its cash, cash equivalents and restricted cash. As of June 30, 2020, the Company’s deposit accounts with banks exceeded the FDIC’s insured limit by approximately $i290.9 million, including approximately $i117.6
million in certificates of deposit that were recognized as investments in marketable securities. The Company has not experienced any losses to date and performs ongoing evaluations of these financial institutions to limit the Company’s concentration of risk exposure.
i
Restricted Cash
Restricted
cash consists of cash held as collateral to secure standby letters of credits as required by certain contracts.
i
Investments in Marketable Securities
The appropriate classification of investments is determined at the time of purchase and such designation is reevaluated at each balance sheet date. As of June 30, 2020 and December 31, 2019, investments in marketable securities
amounted to approximately $i117.7 million and $i116.5 million, respectively, and consisted of equity securities and certificates of deposit with various financial institutions,
reported at par value, plus accrued interest, with maturity dates from ifour months to i24 months (see fair value measurements of financial instruments below). Investments in certificates of deposits are classified as Level 1 investments
in the fair value hierarchy.
/i
Receivables and Receivables – Related Parties
The Company’s receivables are comprised of accounts receivable, capitation and claims receivable, risk pool settlements and incentive
receivables, management fee income and other receivables. Accounts receivable are recorded and stated at the amount expected to be collected.
The Company’s receivables – related parties are comprised of risk pool settlements, management fee income and incentive receivables, and other receivables. Receivables – related parties are recorded and stated at the amount expected to be collected.
Capitation and claims receivable relate to each health plan’s capitation and is received by the Company in the month following the month of service. Risk pool settlements and incentive receivables mainly consist of the Company’s full risk pool
receivable that is recorded quarterly based on reports received from the Company’s hospital partners and management’s estimate of the Company’s portion of the estimated risk pool surplus for open performance years. Settlement of risk pool surplus or deficits occurs approximately i18 months after the risk pool performance year is completed. Other receivables consists of recoverable claims
paid related to the 2019 APAACO performance year to be administered following instructions from CMS, fee-for-
services (“FFS”) reimbursement for patient care, certain expense reimbursements, transportation reimbursements from the hospitals, and stop loss insurance premium reimbursements.
The Company maintains reserves for potential credit
losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company also regularly analyzes the ultimate collectability of accounts receivable after certain stages of the collection cycle using a look-back analysis to determine the amount of receivables subsequently collected and adjustments are recorded when necessary. Reserves are recorded primarily on a specific identification basis.
Receivables are recorded when the Company is able to determine amounts receivable under applicable contracts
and agreements based on information provided and collection is reasonably likely to occur. In regards to the credit loss standard, the Company continuously monitors its collections of receivables and our expectation is that the historical credit loss experienced across our receivable portfolio is materially similar to any current expected credit losses that would be estimated under the current expected credit losses (CECL) model. As of June 30, 2020 and December 31, 2019the Company had $i1.3 million
and $i2.9 million of allowance for doubtful accounts, respectively.
iConcentrations of Risks
The
Company disaggregates revenue from contracts by service type and payor type. This level of detail provides useful information pertaining to how the Company generates revenue by significant revenue stream and by type of direct contracts. The consolidated statements of income present disaggregated revenue by service type. iThe
following table presents disaggregated revenue generated by payor type for the three and six months ended June 30, 2020 and 2019 (in thousands):
* Less
than 10% of total receivables and receivables — related parties, net
i
Fair Value Measurements of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, fiduciary cash, restricted cash, investment in marketable securities, receivables, loans receivable, accounts payable, certain accrued expenses, finance lease obligations, and long-term debt. The carrying
values of the financial instruments classified as current in the accompanying consolidated balance sheets are considered to be at their fair values, due to the short maturity of these instruments. The carrying amounts of finance lease obligations and long-term debt approximate fair value as they bear interest at rates that approximate current market rates for debt with similar maturities and credit quality.
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement (“ASC 820”), applies to all financial assets and financial liabilities that are measured and reported on a fair value basis and requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. ASC 820 establishes a fair value hierarchy for disclosure of the inputs to valuations
used to measure fair value.
This hierarchy prioritizes the inputs into three broad levels as follows:
Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date.
Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the
asset
or liability (i.e., interest rates and yield curves), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 — Unobservable inputs that reflect assumptions about what market participants would use in pricing the asset or liability. These inputs would be based on the best information available, including the Company’s own data.
i
The
carrying amounts and fair values of the Company’s financial instruments as of June 30, 2020, are presented below (in thousands):
Fair Value Measurements
Level
1
Level 2
Level 3
Total
Assets
Money market funds*
$
i108,195
$
i—
$
i—
$
i108,195
Marketable
securities – certificates of deposit
i117,611
i—
i—
i117,611
Marketable
securities – equity securities
i45
i—
i
i45
Total
$
i225,851
$
i—
$
i—
$
i225,851
The
carrying amounts and fair values of the Company’s financial instruments as of December 31, 2019, are presented below (in thousands):
Fair Value Measurements
Level
1
Level 2
Level 3
Total
Assets
Money market funds*
$
i50,731
$
i—
$
i—
$
i50,731
Marketable
securities – certificates of deposit
i116,469
i—
i—
i116,469
Marketable
securities – equity securities
i70
i—
i—
i70
Total
$
i167,270
$
i—
$
i—
$
i167,270
* Included
in cash and cash equivalents
/
There have been no changes in Level 1, Level 2, or Level 3 classification and no changes in valuation techniques for these assets for the six months ended June 30, 2020.
i
Intangible
Assets and Long-Lived Assets
Intangible assets with finite lives include network-payor relationships, management contracts and member relationships and are stated at cost, less accumulated amortization and impairment losses. These intangible assets are amortized on the accelerated method using the discounted cash flow rate.
Intangible assets with finite lives also include a patient management platform, as well as trade names and trademarks, whose valuations were determined using the cost to recreate method and the relief from royalty method, respectively. These assets are stated at cost, less accumulated amortization and impairment losses, and are amortized using the straight-line method.
Finite-lived intangibles and long-lived assets are reviewed
for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the expected future cash flows from the use of such assets (undiscounted and without interest charges) are less than the carrying value, a write-down would be recorded to reduce the carrying value of the asset to its estimated fair value. Fair value is determined based on appropriate valuation techniques. The Company determined that there was iiiino///
impairment of its finite-lived intangible or long-lived assets during the six months ended June 30, 2020 and 2019.
i
Goodwill and Indefinite-Lived Intangible Assets
Under ASC 350, Intangibles – Goodwill and Other, goodwill and indefinite-lived intangible assets are reviewed at least annually for impairment.
At least annually, at the Company’s fiscal year-end, or sooner if events or changes in circumstances indicate that an impairment has occurred, the Company performs a qualitative assessment to determine whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount as a basis for determining whether it is necessary to complete quantitative impairment assessments for each of the Company’s ithree
main reporting units (1) management services, (2) IPAs, and (3) ACOs. The Company is required to perform a quantitative goodwill impairment test only if the conclusion from the qualitative assessment is that it is more likely than not that a reporting unit’s fair value is less than the carrying value of its assets. Should this be the case, a quantitative analysis is performed to identify whether a potential impairment exists by comparing the estimated fair values of the reporting units with their respective carrying values, including goodwill.
An impairment loss is recognized if the implied fair value of the asset being tested is less than its carrying value. In this event, the asset is written down accordingly. The fair values of goodwill are determined using valuation techniques based on estimates, judgments and assumptions management believes
are appropriate in the circumstances.
At least annually, indefinite-lived intangible assets are tested for impairment. Impairment for intangible assets with indefinite lives exists if the carrying value of the intangible asset exceeds its fair value. The fair values of indefinite-lived intangible assets are determined using valuation techniques based on estimates, judgments and assumptions management believes are appropriate in the circumstances.
The Company had iiiino///
impairment of its goodwill or indefinite-lived intangible assets during the six months ended June 30, 2020 and 2019.
i
Investments in Other Entities — Equity Method
The Company accounts for certain investments using the equity method of accounting when it is determined that the investment
provides the Company with the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the investee and is recognized in the accompanying consolidated statements of income under “Income (loss) from equity method investments”
and also is adjusted by contributions to and distributions from the investee. Equity method investments are subject to impairment evaluation.
Investments in Privately Held Entities
The Company accounts for certain investments using the cost method of accounting when it is determined that the investment provides the Company with little or no influence over the investee. Under the cost method of accounting, the investment is measured at cost, adjusted for observable price changes and impairments, with changes recognized in net income. The investments in privately held entities that do not report NAV are subject to qualitative assessment for indicators of impairments.
i
Medical
Liabilities
APC, Alpha Care, Accountable Health Care, APAACO and MMG are responsible for integrated care that the associated physicians and contracted hospitals provide to their enrollees. APC, Alpha Care, Accountable Health Care, APAACO and MMG provide integrated care to HMOs, Medicare and Medi-Cal enrollees through a network of contracted providers under sub-capitation and direct patient service arrangements. Medical costs for professional and institutional services rendered by contracted providers are recorded as cost of services expenses in the accompanying consolidated statements of income.
An estimate of amounts due to contracted physicians, hospitals, and other professional providers is included in medical liabilities in the accompanying consolidated balance sheets. Medical liabilities include claims reported as of the balance sheet date and estimates IBNR claims. Such estimates
are developed using actuarial methods and are based on numerous variables, including the utilization of health care services, historical payment patterns, cost trends, product mix, seasonality, changes in membership, and other factors. The estimation methods and the resulting reserves are periodically reviewed and updated. Many of the medical contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of various services. Such differing interpretations may not come to light until a substantial period of time has passed following the contract implementation.
i
Revenue
Recognition
The Company receives payments from the following sources for services rendered: (i) commercial insurers; (ii) the federal government under the Medicare program administered by CMS; (iii) state governments under the Medicaid and other programs; (iv) other third-party payors (e.g., hospitals and IPAs); and (v) individual patients and clients.
Revenue primarily consists of capitation revenue, risk pool settlements and
incentives, NGACO All-Inclusive Population-Based Payments (“AIPBP”), management fee income, and FFS revenue. Revenue is recorded in the period in which services are rendered or the period in which the Company is obligated to provide services. The form of billing and related risk of collection for such services may vary by type of revenue and the customer. The following is a summary of the principal forms of the Company’s billing arrangements and how revenue is recognized for each.
Capitation, Net
Managed care revenues of the Company consist primarily of capitated fees for medical services provided by the
Company under a capitated arrangement directly made with various managed care providers including HMOs. Capitation revenue is typically prepaid monthly to the Company based on the number of enrollees selecting the Company as their healthcare provider. Capitation revenue is recognized in the month in which the Company is obligated to provide services to plan enrollees under contracts with various health plans. Minor ongoing adjustments to prior months’ capitation, primarily arising from contracted HMOs finalizing their monthly patient eligibility data for additions or subtractions of enrollees, are recognized in the month
they are communicated to the Company. Additionally, Medicare pays capitation using a “Risk Adjustment” model, which compensates managed care organizations and providers based on the health status (acuity) of each individual enrollee. Health plans and providers with higher acuity enrollees will receive more and those with lower acuity enrollees will receive less. Under Risk Adjustment, capitation is determined based on health severity, measured using patient encounter data. Capitation is paid on a monthly basis based on data submitted for the enrollee for the preceding year and is adjusted in subsequent periods after the final data is compiled. Positive or negative capitation adjustments are made for Medicare enrollees with conditions requiring more or less healthcare services than assumed in the interim payments. Since the
Company cannot reliably predict these adjustments, periodic changes in capitation amounts earned as a result of Risk Adjustment are recognized when those changes are communicated by the health plans to the Company.
PMPM managed care contracts generally have a term of ione year or longer. All managed care contracts
have a single performance obligation that constitutes a series for the provision of managed healthcare services for a population of enrolled members for the duration of the contract. The transaction price for PMPM contracts is variable as it primarily includes PMPM fees associated with unspecified membership that fluctuates throughout the contract. In certain contracts, PMPM fees also include adjustments for items such as performance incentives, performance guarantees and risk shares. The Company generally estimates the
transaction price using the most likely amount methodology and amounts are only included in the net transaction price to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. The majority of the Company’s net PMPM transaction price relates specifically to the Company’s efforts to transfer the service for a distinct increment of the series (e.g., day or month) and is recognized as revenue in the month in which members are entitled to service.
Risk Pool Settlements and Incentives
APC enters into full risk capitation arrangements with certain health plans and local hospitals, which are administered by a third
party, where the hospital is responsible for providing, arranging and paying for institutional risk and APC is responsible for providing, arranging and paying for professional risk. Under a full risk pool sharing agreement, APC generally receives a percentage of the net surplus from the affiliated hospital’s risk pools with HMOs after deductions for the affiliated hospitals costs. Advance settlement payments are typically made quarterly in arrears if there is a surplus. The Company’s risk pool settlements under arrangements with health plans and hospitals are recognized using the most likely amount methodology and amounts are only included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. The assumptions for historical MLR, IBNR completion factors and constraint percentages were used by management
in applying the most likely amount methodology.
Under capitated arrangements with certain HMOs, APC participates in one or more shared risk arrangements relating to the provision of institutional services to enrollees (shared risk arrangements) and thus can earn additional revenue or incur losses based upon the enrollee utilization of institutional services. Shared risk capitation arrangements are entered into with certain health plans, which are administered by the health plan, where APC is responsible for rendering professional services, but the health plan does not enter into a capitation arrangement with a hospital and therefore the health plan retains the institutional risk. Shared risk deficits, if any, are not payable until and unless (and only to the extent of any) risk-sharing surpluses are generated. At the termination of the HMO contract,
any accumulated deficit will be extinguished.
The Company’s risk pool settlements under arrangements with HMOs are recognized, using the most likely methodology, and only included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur. Given
the lack of access to the health plans’ data and control over the members assigned to APC, the adjustments and/or the withheld amounts are unpredictable and as such APC’s risk share revenue is deemed to be fully constrained
until APC is notified of the amount by the health plan. Risk pools for the prior contract years are generally final settled in the third or fourth quarter of the following year.
In addition to risk-sharing revenues, the Company also receives incentives under “pay-for-performance” programs for quality medical care, based on various criteria. As an incentive to control enrollee utilization and to promote quality care, certain HMOs have designed quality incentive programs and commercial generic pharmacy incentive programs to compensate the Company for its efforts to improve the quality of services and efficient and effective use of
pharmacy supplemental benefits provided to HMO members. The incentive programs track specific performance measures and calculate payments to the Company based on the performance measures. The Company’s incentives under “pay-for-performance” programs are recognized using the most likely methodology. However, as the Company does not have sufficient insight from the health plans on the amount and timing of the shared risk pool and incentive payments these amounts are considered to be fully constrained and only recorded when such payments are known and/or received.
Generally, for the foregoing arrangements, the final settlement
is dependent on each distinct day’s performance within the annual measurement period but cannot be allocated to specific days until the full measurement period has occurred and performance can be assessed. As such, this is a form of variable consideration estimated at contract inception and updated through the measurement period (i.e., the contract year), to the extent the risk of reversal does not exist and the consideration is not constrained.
NGACO AIPBP Revenue
APAACO and CMS entered into a NGACO Model Participation Agreement (the “Participation Agreement”) with an initial term of two performance years through December 31,
2018, which term was extended for two additional renewal years.
For each performance year, the Company must submit to CMS its selections for risk arrangement; the amount of the profit/loss cap; alternative payment mechanism; benefits enhancements, if any; and its decision regarding voluntary alignment under the NGACO Model. The Company must obtain CMS consent before voluntarily discontinuing any benefit enhancement during a performance year.
Under the NGACO Model, CMS aligns beneficiaries to the Company to manage (direct care and pay providers) based on a budgetary benchmark established with CMS.
The Company is responsible for managing medical costs for these beneficiaries. The beneficiaries will receive services from physicians and other medical service providers that are both in-network and out-of-network. The Company receives capitation from CMS on a monthly basis to pay claims from in-network providers. The Company records such capitation received from CMS as revenue as the Company is primarily responsible and liable for managing the patient care and for satisfying provider obligations, is assuming the credit risk for the services provided by in-network providers through its arrangement with CMS, and has control of
the funds, the services provided and the process by which the providers are ultimately paid. Claims from out-of-network providers are processed and paid by CMS and the Company’s shared savings or losses in managing the services provided by out-of-network providers are generally determined on an annual basis after reconciliation with CMS. Pursuant to the Company’s risk share agreement with CMS, the Company will be eligible to receive the savings or be liable for the deficit according to the budget established by CMS based on the Company’s efficiency in managing how the beneficiaries aligned to the
Company by CMS are served by in-network and out-of-network providers. The Company’s savings or losses on providing such services are both capped by CMS, and are subject to significant estimation risk, whereby payments can vary significantly depending upon certain patient characteristics and other variable factors. Accordingly, the Company recognizes such surplus or deficit upon substantial completion of reconciliation and determination of the amounts. The Company records NGACO capitation revenues monthly. Excess over claims paid, plus an estimate for the related IBNR claims (see Note 8), and monthly capitation received are deferred and recorded as a liability until actual claims are paid or incurred. CMS will
determine if there were any excess capitation paid for the performance year and the excess is refunded to CMS.
For each performance year, CMS pays the Company in accordance with the alternative payment mechanism, if any, for which CMS has approved the Company; the risk arrangement for which the Company has been approved by CMS; and as otherwise provided in the Participation Agreement. Following the end of each performance year and at such other times as may be required under the Participation Agreement, CMS will issue a settlement report to the Company setting forth the amount of any
shared savings or shared losses and the amount of other monies. If CMS owes the Company shared savings or other monies, CMS will pay the Company in full within i30 days after the date on which the relevant settlement report is deemed final, except as provided in the Participation
Agreement. If the Company owes CMS shared losses or other monies owed as a result of a final settlement, the Company will pay CMS in full within i30 days after the relevant settlement report is deemed final. If the
Company fails to pay the amounts due to CMS in full within i30 days after the date of a demand letter or settlement report, CMS will assess simple interest on the unpaid balance at the rate applicable to other Medicare debts under current provisions of law and applicable regulations. In addition, CMS and the U.S. Department of the Treasury may use any applicable debt collection
tools available to collect any amounts owed by the Company.
The Company participates in the AIPBP track of the NGACO Model. Under the AIPBP track, CMS estimates the total annual expenditures for APAACO’s assigned patients and pays that projected amount to the Company in monthly installments, and the Company is responsible for all Part A and Part B costs for in-network participating providers and preferred providers contracted by the Company to provide services to the assigned patients.
As
APAACO does not have sufficient insight into the financial performance of the shared risk pool with CMS because of unknown factors related to IBNR claims, risk adjustment factors, and stop loss provisions, among other factors, an estimate cannot be developed. Due to these limitations, APAACO cannot determine the amount of surplus or deficit that will likely be recognized in the future and therefore this shared risk pool revenue is considered fully constrained.
For performance year 2020, the Company continues to receive monthly AIPBP payments at a rate of approximately $i7.6
million per month from CMS, and will need to continue to comply with all terms and conditions in the Participation Agreement and various regulatory requirements to be eligible to participate in the AIPBP mechanism and/or NGACO Model. The Company has received approximately $i22.9 million and $i45.5
million in total AIPBP payments for the three and six months ended June 30, 2020, respectively, of which $i20.5 million and $i42.4
million has been recognized as revenue for the three and six months ended June 30, 2020, respectively. The Company also recorded assets of approximately $i8.5 million related to IBNR claims as of June 30, 2020, and $i3.2
million related to final settlement of the 2018 performance year. These balances are included in “Other receivables” in the accompanying consolidated balance sheets.
Management Fee Income
Management fee income encompasses fees paid for management, physician advisory, healthcare staffing, administrative and other non-medical services provided by the Company to IPAs, hospitals and other healthcare providers. Such fees may be in the form of billings at agreed-upon hourly rates, percentages of revenue or fee collections, or amounts fixed on a monthly, quarterly or annual basis. The revenue may include variable arrangements measuring factors such as hours staffed, patient visits or collections per visit against benchmarks, and, in certain cases, may be subject to achieving quality metrics or
fee collections. The Company recognizes such variable supplemental revenues in the period when such amounts are determined to be fixed and therefore contractually obligated as payable by the customer under the terms of the applicable agreement.
The Company provides a significant service of integrating the services selected by the Company’s clients into one overall output for which the client has contracted. Therefore, such management contracts generally contain a single performance obligation. The nature of the
Company’s performance obligation is to stand ready to provide services over the contractual period. Also, the Company’s performance obligation forms a series of distinct periods of time over which the Company stands ready to perform. The Company’s performance obligation is satisfied as the Company completes each period’s obligations.
Consideration from management contracts is variable in nature because the majority of the fees are generally based on revenue or collections, which can vary
from period to period. The Company has control over pricing. Contractual fees are invoiced to the Company’s clients generally monthly and payment terms are typically due within 30 days. The variable consideration in the Company’s management contracts meets the criteria to be allocated to the distinct period of time to which it relates because (i) it is due to the activities performed to satisfy the performance obligation during that period and (ii) it represents the consideration to which the Company expects to be entitled.
The
Company’s management contracts generally have long terms (e.g., i10 years), although they may be terminated earlier under the terms of the applicable contracts. Since the remaining variable consideration will be allocated to a wholly unsatisfied promise that forms part of a single performance obligation recognized under the series guidance, the Company
has applied the optional exemption to exclude disclosure of the allocation of the transaction price to remaining performance obligations.
Fee-for-Service Revenue
FFS revenue represents revenue earned under contracts in which the Company bills and collects the professional component of charges for medical services rendered by the Company’s contracted physicians and employed physicians. Under the FFS arrangements, the Company bills the hospitals and third-party payors for the physician staffing and further bills patients
or their third-party payors for patient care services provided and receives payment. FFS revenue related to the patient care services is reported net of contractual allowances and policy discounts and are recognized in the period in which the services are rendered to specific patients. All services provided are expected to result in cash flows and are therefore reflected as net revenue in the
consolidated financial statements. The recognition of net revenue (gross charges less contractual allowances) from such services is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts
to the Company’s billing center for medical coding and entering into the Company’s billing system and the verification of each patient’s submission or representation at the time services are rendered as to the payor(s) responsible for payment of such services. Revenue is recorded based on the information known at the time of entering of such information into the Company’s billing systems, as well as an estimate of the revenue associated with medical services.
The Company is responsible for confirming member eligibility, performing program utilization review, potentially directing payment
to the provider and accepting the financial risk of loss associated with services rendered, as specified within the Company’s client contracts. The Company has the ability to adjust contractual fees with clients and possess the financial risk of loss in certain contractual obligations. These factors indicate the Company is the principal and, as such, the Company records gross fees contracted with clients in revenues.
Consideration from FFS arrangements is variable in nature because fees are based
on patient encounters, credits due to clients and reimbursement of provider costs, all of which can vary from period to period. Patient encounters and related episodes of care and procedures qualify as distinct goods and services, provided simultaneously together with other readily available resources, in a single instance of service, and thereby constitute a single performance obligation for each patient encounter and, in most instances, occur at readily determinable transaction prices. As a practical expedient, the Company adopted a portfolio approach for the FFS revenue stream to group together contracts with similar characteristics and analyze historical cash collections trends. The contracts within
the portfolio share the characteristics conducive to ensuring that the results do not materially differ under the new standard if it were to be applied to individual patient contracts related to each patient encounter. Accordingly, there was no change in the Company’s method to recognize revenue under ASC 606 Revenue from Contracts with Customers from the previous accounting guidance.
Estimating net FFS revenue is a complex process, largely due to the volume of transactions, the number and complexity of contracts with payors,
the limited availability at times of certain patient and payor information at the time services are provided, and the length of time it takes for collections to fully mature. These expected collections are based on fees and negotiated payment rates in the case of third-party payors, the specific benefits provided for under each patient’s healthcare plans, mandated payment rates in the case of Medicare and Medicaid programs, and historical cash collections (net of recoveries) in combination with expected collections from third-party payors.
The relationship between gross charges and the transaction price recognized is significantly influenced by payor mix, as collections on gross charges may vary significantly, depending on whether and with whom the patients the Company provides services to in the period are insured and the
Company’s contractual relationships with those payors. Payor mix is subject to change as additional patient and payor information is obtained after the period services are provided. The Company periodically assesses the estimates of unbilled revenue, contractual adjustments and discounts, and payor mix by analyzing actual results, including cash collections, against estimates. Changes in these estimates are charged or credited to the consolidated statements of income in the period that the assessment is made. Significant changes in payor mix, contractual arrangements with payors, specialty mix, acuity, general economic conditions and health care coverage provided by federal or state governments or private insurers may have a significant impact on estimates and significantly affect the results of operations and cash flows.
Typically, revenues and receivables are recognized once the Company has satisfied its performance obligation. Accordingly, the Company’s contract assets are comprised of receivables and receivables – related parties.
The Company’s billing and accounting systems provide historical trends of cash collections and contractual write-offs, accounts receivable agings and established fee adjustments from third-party payors. These estimates are recorded and monitored monthly as revenues are
recognized. The principal exposure for uncollectible fee for service visits is from self-pay patients and, to a lesser extent, for co-payments and deductibles from patients with insurance.
Contract liabilities are recorded when cash payments are received in advance of the
Company’s performance, or in the case of the Company’s NGACO, the excess of AIPBP capitation received and the actual claims paid or incurred. The Company’s contract liability balance was $i3.1 million and $i8.9
million as of June 30, 2020, and December 31, 2019, respectively, and is presented within “Accounts payable and accrued expenses” in the accompanying consolidated balance sheets. During the six months ended June 30, 2020, $i0.4 million of the Company’s contract
liability accrued in 2019 has been recognized as revenue and $i8.5 million was repaid back to CMS for AIPBP capitation received and not earned.
Other Financial Information
In March 2020, the Company made a deposit of $i4.0
million for future investment opportunities. The investment was made with cash strictly related to the APC excluded assets that was generated from the series of transactions with AP-AMH. The deposit is included in “Other assets” in the accompanying consolidated balance sheets.
i
Income Taxes
Federal and state income taxes are computed at currently enacted tax rates less tax credits using the asset and liability method. Deferred taxes are adjusted both for items that do not have tax consequences and for the cumulative effect of any changes in tax rates from those
previously used to determine deferred tax assets or liabilities. Tax provisions include amounts that are currently payable, changes in deferred tax assets and liabilities that arise because of temporary differences between the timing of when items of income and expense are recognized for financial reporting and income tax purposes, changes in the recognition of tax positions and any changes in the valuation allowance caused by a change in judgment about the realizability of the related deferred tax assets. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.
The Company uses a recognition threshold of more-likely-than-not and a measurement attribute on all tax positions taken or expected to be taken in a tax return in order to be recognized in the consolidated financial statements.
Once the recognition threshold is met, the tax position is then measured to determine the actual amount of benefit to recognize in the consolidated financial statements.
i
Share-Based Compensation
The Company maintains a stock-based compensation program for employees, non-employees, directors and consultants. The value of share-based awards such as options is recognized as compensation expense on a cumulative straight-line
basis over the vesting period of the awards, adjusted for expected forfeitures. From time to time, the Company issues shares of its common stock to its employees, directors and consultants, which shares may be subject to the Company’s repurchase right (but not obligation) that lapses based on time-based and performance-based vesting schedules.
i
Basic and Diluted Earnings Per Share
Basic
earnings per share is computed by dividing net income attributable to holders of the Company’s common stock by the weighted average number of shares of common stock outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of shares of common stock outstanding, plus the effect of dilutive securities outstanding during the periods presented, using the treasury stock method. Refer to Note 14 for a discussion of shares treated as treasury shares for accounting purposes.
i
Noncontrolling
Interests
The Company consolidates entities in which the Company has a controlling financial interest. The Company consolidates subsidiaries in which the Company holds, directly or indirectly, more than i50%
of the voting rights, and VIEs in which the Company is the primary beneficiary. Noncontrolling interests represent third-party equity ownership interests (including equity ownership interests held by certain VIEs) in the Company’s consolidated entities. Net income attributable to noncontrolling interests is disclosed in the consolidated statements of income.
/i
Mezzanine
Equity
Pursuant to APC’s shareholder agreements, in the event of a disqualifying event, as defined in the agreements, APC could be required to repurchase the shares from the respective shareholders based on certain triggers outlined in the shareholder agreements. As the redemption feature of the shares is not solely within the control of APC, the equity of APC does not qualify as permanent equity and has been classified as mezzanine or temporary equity. Accordingly, the Company recognizes
noncontrolling interests
in APC as mezzanine equity in the consolidated financial statements. As of June 30, 2020 and December 31, 2019, APC's shares were not redeemable, nor was it probable the shares would become redeemable.
i
Recent Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses
on Financial Instruments (“ASU 2016-13”). The new standard requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. ASU 2016-13 became effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2020. The adoption of ASU 2016-13 did not have a material impact on the consolidated financial statements.
In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities
(“ASU 2018-17”). This ASU reduces the cost and complexity of financial reporting associated with consolidation of VIEs. A VIE is an organization in which consolidation is not based on a majority of voting rights. The new guidance supersedes the private company alternative for common control leasing arrangements issued in 2014 and expands it to all qualifying common control arrangements. The amendments in this ASU became effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted ASU 2018-17 on January 1, 2020. The adoption of ASU 2018-17 did not have a material impact on the consolidated financial statements.
In December 2019, the FASB issued
ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). This ASU simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 Income Taxes related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently assessing the impact that the adoption of ASU 2019-12 will have on the
Company's consolidated financial statements.
In January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ASU 2020-01”). This ASU clarifies the interaction between accounting for equity securities, equity method investments and certain derivative instruments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently assessing the impact that the adoption of ASU 2020-01 will have on the
Company's consolidation financial statements.
Other than the standards discussed above, there have been no other new accounting pronouncements that have significance, or potential significance, to the Company’s financial position, results of operations and cash flows.
3. iBusiness
Combinations and Goodwill
Alpha Care Medical Group, Inc.
On May 31, 2019, APC and APC-LSMA completed their acquisition of i100% of the capital stock of Alpha Care from Dr. Kevin Tyson for an aggregate purchase price of approximately $i45.1
million in cash, subject to post-closing adjustments. As part of the transaction the Company deposited $i2.0 million into an escrow account for potential post-closing adjustments. As of June 30, 2020, no post-closing adjustment is expected to be paid to Dr. Tyson and the full amount of the escrow account is expected to be returned to the Company. As such, the escrow amount is presented
within prepaid expenses and other current assets in the accompanying consolidated balance sheets.
iThe following table summarizes the estimated fair values of the assets acquired and liabilities assumed, as of the acquisition date (in thousands):
Accountable Health Care, IPA, a Professional Medical Corporation
On August 30, 2019, APC and APC-LSMA acquired the remaining outstanding shares of capital stock (comprising i75%)
in Accountable Health Care in exchange for $i7.3 million. In addition to the payment of $i7.3
million, APC assumed all assets and liabilities of Accountable Health Care, including loans payable to NMM and APC of $i15.4 million, which have been eliminated upon consolidation and contributed the i25%
investment totaling $i2.4 million, total purchase price was $i25.1 million (see Note 5).
The
following table summarizes the estimated fair values of the assets acquired and liabilities assumed, as of the acquisition date (in thousands):
Balance Sheet
Assets acquired
Cash and cash equivalents
$
i582
Accounts
receivable, net
i5,150
Other current assets
i198
Network
relationship intangible assets
i11,411
Goodwill
i23,566
Accounts
payable
(i3,759)
Medical liabilities
(i12,154)
Subordinated
loan
(i15,327)
Net asset acquired
$
i9,667
Equity
investment contributed
$
i2,417
Cash paid
$
i7,250
AMG,
a Professional Medical Corporation
The Company acquired AMG in September 2019, for total consideration of $i1.6 million, of which $i0.4
million was in the form of APC common stock. The business combination did not meet the quantitative thresholds to require separate disclosures based on the Company’s consolidated net assets, investments and net income.
The acquisitions were accounted for under the acquisition method of accounting. The fair value of the consideration for the acquired company was allocated to acquired tangible and intangible assets and liabilities based upon their fair values. The excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The determination of the fair value of assets and liabilities acquired requires the Company to make estimates and use valuation techniques when market
value is not readily available. The results of operations of the company
acquired have been included in the Company’s financial statements from the date of acquisition. Transaction costs associated with business acquisitions are expensed as they are incurred.
At the time of acquisition, the Company estimates the amount of the identifiable intangible
assets based on a valuation and the facts and circumstances available at the time. The Company determines the final value of the identifiable intangible assets as soon as information is available, but not more than one year from the date of acquisition.
Goodwill is not deductible for tax purposes.
i
The change in the carrying value of goodwill for the six months ended June 30, 2020, was as follows (in thousands);
Included
in depreciation and amortization on the accompanying consolidated statements of income is amortization expense of $i4.1 million and $i3.9 million
for the three months ended June 30, 2020 and 2019, respectively, and $i8.2 million and $i7.7
million for the six months ended June 30, 2020 and 2019, respectively.
iFuture amortization expense is estimated to be as follows for the following years ending December 31 (in thousands):
LMA was founded by Dr. Albert Arteaga in 1996 and currently operates isix neighborhood medical centers through its network of approximately i2,300
PCP and Specialists providers, treating children, adults and seniors in San Bernardino County, California. LMA’s patients are primarily served by Medi-Cal. LMA also accepts Blue Cross, Blue Shield, Molina, Care 1st, Health Net and Inland Empire Health Plan. LMA is also an IPA of independently contracted doctors, hospitals and clinics, delivering high-quality care to approximately i290,000 patients in Fresno, Kings, Los Angeles, Madera, Riverside, San Bernardino and Tulare Counties. During 2012, APC-LSMA and LMA entered into a share purchase agreement whereby APC-LSMA invested $i5.0
million for a i25% interest in LMA’s IPA line of business. NMM has a management services agreement with LMA. APC accounts for its investment in LMA under the equity method as APC has the ability to exercise significant influence, but not control over LMA’s operations. For the three months ended June 30, 2020, APC recognized income from this investment of $i0.2
million. For the three months ended June 30, 2019, APC recognized a loss from this investment of $i1.3 million. For the six months ended June 30, 2020 and 2019, APC recognized losses of $i0.4
million and $i2.4 million, respectively, in the accompanying consolidated statements of income. The accompanying consolidated balance sheets include the related investment balance of $i6.0
million and $i6.4 million at June 30, 2020 and December 31, 2019, respectively.
LMA’s summarized balance sheets at June 30, 2020 and December 31, 2019, and summarized statements of operations for the six months ended June 30, 2020 and 2019,
with respect to its IPA line of business are as follows (in thousands):
Incorporated in California in 2004, PMIOC provides comprehensive diagnostic imaging services using state-of-the-art technology. PMIOC offers high-quality diagnostic services, such as MRI/MRA, PET/CT, CT, nuclear medicine, ultrasound, digital x-rays, bone densitometry and digital mammography, at its facilities.
In July 2015, APC-LSMA and PMIOC entered into a share purchase agreement whereby APC-LSMA invested $i1.2 million for
a i40% ownership interest in PMIOC.
APC and PMIOC have an Ancillary Service Contract together whereby PMIOC provides covered services on behalf of APC to enrollees of the plans of APC. Under the Ancillary Service Contract, APC paid PMIOC fees of approximately $i0.4
million and $i0.6 million, for the three months ended June 30, 2020 and 2019, respectively, and fees of approximately $i1.0 million
and $i1.4 million for the six months ended June 30, 2020 and 2019. APC accounts for its investment in PMIOC under the equity method of accounting as APC has the ability to exercise significant influence, but not control over PMIOC’s operations. For the three months ended June 30, 2020, APC recognized a loss from this investment of $i10,200.
For the three months ended June 30, 2019, APC recognized income from this investment of $i0.1 million. For the six months ended June 30, 2020 and 2019, APC recognized income of $i0.1 million
and $i0.2 million, respectively, in the accompanying consolidated statements of income. The accompanying consolidated balance sheets include the related investment balance of $i1.5
million and $i1.4 million at June 30, 2020 and December 31, 2019, respectively.
UCI is a
privately held health plan that has been in operation since 1985. UCI holds a license under the California Knox-Keene Health Care Services Plan Act to operate as a full-service health plan. UCI contracts with CMS under the Medicare Advantage Prescription Drug Program.
In August 2015, UCAP purchased i100,000 shares of UCI class A-2 voting common stock from UCI for $i10.0
million, which shares comprise i48.9% of UCI’s total outstanding shares and i50% of UCI’s voting common stock.
On April 30, 2020, UCAP completed the sale of its i48.9% ownership interest in UCI to Bright for approximately $i69.2
million in cash proceeds (including $i16.5 million as repayment of indebtedness owed to APC), plus non-cash consideration consisting of shares of Bright Health, Inc.’s preferred stock having an estimated fair value of approximately $i36.2
million on the date of sale, included in investments in privately held entities. The fair value of the preferred shares was determined utilizing a market approach which includes significant unobservable inputs (Level 3) including forecasted revenue along with estimates of revenue multiples, volatility and time-to-liquidity. In addition, pursuant to the terms of the stock purchase agreement, APC has a beneficial interest in the equity method investment sold. The estimated fair value of such interest on April 30, 2020 was $i15.7
million and is included in "Other assets" in the accompanying consolidated balance sheets. The beneficial interest is the result of a gross margin provision in the stock purchase agreement which entitles UCAP to potentially receive additional cash and preferred shares (currently held in an escrow account with cash of $i15.6 million and preferred shares with an estimated fair value of $i6.4 million,
total estimated fair value of $i22.0 million on the date of sale) based on the gross margin of UCI for calendar year 2020 as measured against a target. The amount to be received varies dependent upon the gross margin as compared to the target but cannot exceed the amounts that are in the escrow account. Additionally, the stock purchase agreement includes a tangible net equity provision that may result in the receipt or payment of additional amounts based on a comparison of final tangible net equity of UCI
on the date of sale (determined with the benefit of one year of hindsight) as compared to the estimated tangible net equity at the time of sale. It is expected that settlement of the beneficial interest will begin in the second half of 2021. The Company determined the fair value of the beneficial interest using an income approach which includes significant unobservable inputs (Level 3). Specifically, the Company utilized a probability weighted discounted cash flow model using a risk-free treasury rate to estimate fair value which considered various scenarios of gross margin adjustment and the impact of each adjustment to the expected proceeds from the escrow account and assigned probabilities to each such scenario in determining fair value. The gross margin adjustment is defined as three times any
deficit in actual gross margin of UCI for the year ended December 31, 2020 below a target gross margin unless such deficit is within a specific collar amount.
i
The gain on sale of equity method investment recognized in connection with this transaction was determined as follows:
Amount
(in '000s)
Cash proceeds (excludes proceeds to settle indebtedness owed to APC from UCI)
$
i52,743
Preferred shares in Bright Health, Inc.
$
i36,179
Beneficial
interest in UCI
$
i15,723
Less: Carrying value of equity method investment on date of sale
$
(i4,998)
Gain
on sale of equity method investment
$
i99,647
/
For the three months ended June 30, 2020 and June 30,
2019 APC recorded income from this investment of approximately $i0.9 million and $i4.5 million. For
the six months ended June 30, 2020 and June 30, 2019 APC recorded income from this investment of approximately $i3.6 million and $i5.5
million in the accompanying consolidated statements of income, respectively. As a result of the sale, there was ino investment balance as of June 30, 2020 as compared to an investment balance of $i1.4
million as of December 31, 2019.
In May 2016, David C.P. Chen M.D., individually, and APC-LSMA, entered into a share purchase agreement whereby APC-LSMA acquired a i40% ownership interest in DMG.
APC accounts for its investment in DMG under the equity method of accounting as APC has the ability to exercise significant influence, but not control over DMG’s operations. For the three months ended June 30, 2020 and 2019,
APC recognized loss and income from this investment of $i0.1 million and $i0.2 million,
respectively, in the consolidated statements of income. For the six months ended June 30, 2020 and 2019, APC recognized loss and income from investment of $i0.1 million and $i0.4
million, respectively, in the consolidated statements of income. The accompanying consolidated balance sheets include the related investment balances of $i2.2 million and $i2.3 million as of
June 30, 2020 and December 31, 2019, respectively.
531 W. College LLC – Related Party
In June 2018, College Street Investment LP, a California limited partnership (“CSI”), APC and NMM entered into an operating agreement to govern the limited liability company, 531 W. College, LLC and the conduct of its business, and to specify their relative rights and obligations. CSI, APC and NMM, each owns i50%,
i25% and i25%, respectively, of member units based on initial capital contributions of $i16.7
million, $i8.3 million, and $i8.3 million, respectively.
In June 2018, 531 W. College, LLC closed its purchase of a non-operational hospital located in Los Angeles from Societe Francaise De Bienfaisance Mutuelle De Los Angeles, a California nonprofit corporation, for a total purchase price of $i33.3 million. On April 23, 2019, NMM and APC entered into an agreement whereby NMM assigned and APC assumed NMM’s i25%
membership interest in 531 W. College, LLC for approximately $i8.3 million. Subsequently, APC has a i50% ownership in 531 W. College LLC with a total investment
balance of approximately $i17.0 million.
APC accounts for its investment in 531 W. College, LLC under the equity method of accounting as APC has the ability to exercise significant influence, but not control over the operations of this joint venture. For the three months ended June 30, 2020 and 2019, APC recognized loss and income of $i0.1
million and $i12,649, respectively. For the six months ended June 30, 2020 and 2019, APC recorded losses of $i0.2
million and $i34,319 in the accompanying consolidated statements of income, respectively. During the period ended June 30, 2020, the Company contributed $i0.5
million to 531 W. College LLC as part of its i50% interest and had investment balances of $i17.0 million and $i16.7
million, respectively, at June 30, 2020 and December 31, 2019.
In December 2018, NMM, 6 Founders LLC, a California limited liability company doing business as Pacific6 Enterprises (“Pacific6”), and Health Source MSO Inc., a California corporation (“HSMSO”) entered into an operating agreement to govern
MWN Community Hospital, LLC and the conduct of its business and to specify their relative rights and obligations. NMM, Pacific6, and HSMSO each own iii33.3//%
of the membership shares based on each member’s initial capital contributions of $iii3,000//
and working capital contributions of $iii30,000//.
NMM invested an additional $i0.3 million for working capital purposes in August 2019. For the three and six months ended June 30, 2020, NMM recorded loss and income from its investment in MWN LLC of $i43,000
and $i12,000, respectively, in the accompanying consolidated statements of income and had an investment balance of $ii0.2/
million as of June 30, 2020 and December 31, 2019.
Investments in privately held entities that do not report net asset value
MediPortal, LLC
In May 2018, APC purchased i270,000 membership interests of MediPortal LLC, a New York limited liability
company, for $i0.4 million or $i1.50
per membership interest, which represented an approximately i2.8% ownership interest. In connection with the initial purchase, APC received a ifive-year warrant to purchase
an additional i270,000 membership interests. Additionally, APC received a ifive-year
option to purchase an additional i380,000 membership interests and a ifive-year
warrant to purchase i480,000 membership interests, which MediPortal LLC will grant APC upon completion of its health portal. As of June 30, 2020, the health portal has not been completed. As APC does not have the ability to exercise significant influence, and lacks control, over the investee, this
investment is accounted for using a measurement alternative which allows the investment to be measured at cost, adjusted for observable price changes and impairments, with changes recognized in net income.
AchievaMed
On July 1, 2019, NMM and AchievaMed, Inc., a California corporation (“AchievaMed”), entered into an agreement in which NMM would purchase i50%
of the aggregate shares of capital stock of AchievaMed over a period of time not to exceed ifive years. As a result of this transaction NMM invested $i0.5
million for a i10% interest. The related investment balance of $i0.5
million is included in “Investment in privately held entities” in the accompanying consolidated balance sheets as of June 30, 2020.
Bright Health, Inc.
In April 2020, UCAP completed the sale of its i48.9% ownership interest in UCI to Bright for approximately $i69.2
million in cash proceeds (including $i16.5 million as repayment of indebtedness owed to APC), plus non-cash consideration consisting of shares of Bright Health, Inc.’s preferred stock having an estimated fair value of approximately $i36.2
million on the date of sale. The related investment balance of $i36.2 million is included in “Investment in privately held entities” in the accompanying consolidated balance sheets as of June 30, 2020.
6. iLoan
Receivable and Loan Receivable – Related Parties
Loan receivable
Dr. Albert Arteaga
On June 28, 2019, APC entered into a convertible secured promissory note with Dr. Albert H. Arteaga, M.D. (“Dr. Arteaga”), Chief Executive Officer of LMA, to loan $i6.4 million to Dr. Arteaga. Interest on the loan accrues at a rate that is equal to the prime rate, plus i1%
(i4.25% as of June 30, 2020) and payable in monthly installments of interest only on the first day of each month until the maturity date of December 31, 2020, at which time, all outstanding principal and accrued interest thereon shall be due and payable in full. The note is secured by certain shares of LMA common stock held by Dr. Arteaga.
At any time on or before December 31, 2020,
and upon written notice by APC to Dr. Arteaga, APC has the right, but not the obligation, to convert the entire outstanding principal amount of this note into shares of LMA common stock, which equal i21.25% of the aggregate then-issued and outstanding shares of LMA common stock to be held by APC’s designee, which may include APC-LSMA. If converted, APC-LSMA and APC’s designee will collectively own i46.25%
of the equity of LMA with the remaining i53.75% to be owned by Dr. Arteaga. The entire note receivable has been classified under loans receivable on the consolidated balance sheets in the amount of $i6.4
million as of June 30, 2020.
On February 28, 2020, the Company entered into an agreement to advance Dr. Arteaga $i2.2 million related to claims that were overpaid in the ordinary course of business. The advanced amount is repaid as the overpaid claims are recovered. As of June 30, 2020, the outstanding amount due
was $i0.9 million and included in the “Prepaid expenses and other current assets” in the accompanying consolidated balance sheets.
The Company
assessed the loan receivables under the CECL model by assessing the party's ability to pay by reviewing their interest payment history quarterly, financial history annually and reassessing any insolvency risk that is identified. If a failure to pay occurs, the Company assesses the terms of the notes and estimates an expected credit loss based on the remittance schedule of the note.
Loan receivable – related parties
Universal Care, Inc.
In 2015, APC advanced $i5.0
million on behalf of UCAP to UCI for working capital purposes. On June 29, 2018, November 28, 2018, and December 13, 2019, APC advanced an additional $i2.5 million, $i5.0
million and $i4.0 million, respectively. The loans accrue interest at the prime rate, plus i1.00%, or i4.25%,
as of March 31, 2020, and i5.75% as of December 31, 2019, with interest to be paid monthly. On April 30, 2020, the outstanding balance was fully repaid as part of UCAP's disposition of its i48.9%
ownership interest in UCI to Bright.
7. iAccounts Payable and Accrued Expenses
i
The
Company’s accounts payable and accrued expenses consisted of the following (in thousands):
In September 2019, the Company entered into a secured credit agreement (the “Credit Agreement,”
and the credit facility thereunder, the "Credit Facility") with Truist Bank (formerly known as SunTrust Bank), in its capacity as administrative agent for the lenders (in such capacity, the “Agent”), as a lender, an issuer of letters of credit and as swingline lender, and Preferred Bank, JPMorgan Chase Bank, N.A., MUFG Union Bank, N.A., Royal Bank of Canada, Fifth Third Bank and City National Bank, as lenders (the “Lenders”). In connection with the closing of the Credit Agreement, the Company, its subsidiary, NMM, and the Agent entered into a Guaranty and Security Agreement (the “Guaranty and Security Agreement”), pursuant to which, among other things, NMM guaranteed the obligations of the Company under the Credit Agreement.
The
Credit Agreement provides for a ifive-year revolving credit facility to the Company of $i100.0 million (“Revolver Loan”),
which includes a letter of credit subfacility of up to $i25.0 million. The Credit Agreement also provides for a term loan of $i190.0
million, (“Term Loan A”). The unpaid principal amount of the term loan is payable in quarterly installments on the last day of each fiscal quarter commencing on December 31, 2019. The principal payment for each of the first eight fiscal quarters is $i2.4 million, for the following eight fiscal quarters thereafter is $i3.6
million and for the following three fiscal quarters thereafter is $i4.8 million. The remaining principal payment on the term loan is due on September 11, 2024.
The proceeds of the term loan and up to $i60.0
million of the revolving credit facility were used to (i) finance a portion of the AP-AMH Loan, (ii) refinance certain indebtedness of the Company and its subsidiaries and, indirectly, APC, (iii) pay transaction costs and expenses arising in connection with the Credit Agreement, the AP-AMH Loan and certain other related transactions and (iv) provide for working capital, capital expenditures and other general corporate purposes. The remainder of the revolving credit facility will be used to finance future acquisitions and investments and to provide for working capital needs, capital expenditures and other general corporate purposes.
The Company is required to pay
an annual facility fee of i0.20% to i0.35% on the available commitments under the Credit Agreement, regardless of usage, with the applicable
fee determined on a quarterly basis based on the Company’s leverage ratio. The Company is also required to pay customary fees as specified in a separate fee agreement between the Company and SunTrust Robinson Humphrey, Inc., the lead arranger of the Credit Agreement.
Amounts borrowed under the Credit Agreement will bear interest at an annual rate equal to either, at the
Company’s option, (a) the rate for Eurocurrency deposits for the corresponding deposits of U.S. dollars appearing on Reuters Screen LIBOR01 Page (“LIBOR”), adjusted for any reserve requirement in effect, plus a spread of between i2.00% and i3.00%,
as determined on a quarterly basis based on the Company’s leverage ratio, or (b) a base rate, plus a spread between i1.00% and i2.00%,
as determined on a quarterly basis based on the Company’s leverage ratio. As of June 30, 2020, the interest rate on Term Loan A and Revolver Loan was i3.57% and i3.24%,
respectively. The base rate is defined in a manner such that it will not be less than LIBOR. The Company will pay fees for standby letters of credit at an annual rate of between i2.00% and i3.00%,
as determined on a quarterly basis based on the Company’s leverage ratio, plus facing fees and standard fees payable to the issuing bank on the respective letter of credit. Loans outstanding under the Credit Agreement may be prepaid at any time without penalty, except for LIBOR breakage costs and expenses. If LIBOR ceases to be reported, the Credit Agreement requires the Company and the Agent to endeavor to establish a commercially reasonable alternative rate of interest and until they are able to do so, all borrowings must be at the base rate.
The Credit Agreement requires the Company and its subsidiaries
to comply with various affirmative covenants, including, without limitation, furnishing updated financial and other information, preserving existence and entitlements, maintaining properties and insurance, complying with laws, maintaining books and records, requiring any new domestic subsidiary meeting a materiality threshold specified in the Credit Agreement to become a guarantor thereunder and paying obligations. The Credit Agreement requires the Company and its subsidiaries to comply with, and to use commercially reasonable efforts to the extent permitted by law to cause certain material associated practices of the Company, including APC, to comply with, restrictions on liens, indebtedness and investments
(including restrictions on acquisitions by the Company), subject to specified exceptions. The Credit Agreement also contains various other negative covenants binding the Company and its subsidiaries, including, without limitation, restrictions on fundamental changes, dividends and distributions, sales and leasebacks, transactions with affiliates, burdensome agreements, use of proceeds, maintenance of business, amendments of organizational documents, accounting changes and prepayments and modifications of subordinated debt.
The Credit Agreement requires the Company to comply with
itwo key financial ratios, each calculated on a consolidated basis. The Company must maintain a maximum consolidated leverage ratio of not greater than i3.75
to 1.00 as of the last day of each fiscal quarter. The maximum consolidated leverage ratio decreases by i0.25 each year, until it is reduced to i3.00 to 1.00
for each fiscal quarter ending after September 30, 2022. The Company must maintain a minimum consolidated interest coverage ratio of not less than i3.25 to 1.00 as of the last day of each fiscal quarter. As of June 30, 2020, the Company was in compliance with the covenants relating
to its credit facility.
Pursuant to the Guaranty and Security Agreement, the Company and NMM have granted the Lenders a security interest in all of their assets, including, without limitation, all stock and other equity issued by their subsidiaries (including NMM) and all rights with respect to the AP-AMH Loan. The Guaranty and Security Agreement requires the Company and NMM to comply with various affirmative and negative covenants, including, without limitation, covenants relating to maintaining perfected security interests, providing information and documentation to the Agent, complying with contractual obligations relating to the collateral, restricting the sale
and issuance of securities by their respective subsidiaries and providing the Agent access to the collateral.
The Credit Agreement contains events of default, including, without limitation, failure to make a payment when due, default on various covenants in the Credit Agreement, breach of representations or warranties, cross-default on other material indebtedness, bankruptcy or insolvency, occurrence of certain judgments and certain events under the Employee Retirement Income Security Act of 1974 aggregating more than $i10.0
million, invalidity of the loan documents, any lien under the Guaranty and Security Agreement ceasing to be valid and perfected, any change in control, as defined in the Credit Agreement, an event of default under the AP-AMH Loan, failure by APC to pay dividends in cash for any period of two consecutive fiscal quarters, failure by AP-AMH to pay cash interest to the Company, or if any modification is made to the Certificate of Determination or the Special Purpose Shareholder Agreement that directly or indirectly restricts, conditions, impairs, reduces or otherwise limits the payment of the Series A Preferred dividend by APC to AP-AMH. In addition, it will constitute an event of default under the Credit Agreement if APC uses all or any portion of the consideration received by APC from AP-AMH on account of AP-AMH’s purchase of Series A Preferred Stock for any purpose other than certain
specific approved uses described in the following sentence, unless not less than i50.01% of all holders of common stock of APC at such time approve such use; provided that APC may use up to $i50.0
million in the aggregate of such consideration for any purpose without any requirement to obtain such approval of the holders of common stock of APC. The approved uses include (i) any permitted investment, (ii) any dividend or distribution to the holders of the common stock of APC, (iii) any repurchase of common stock of APC, (iv) paying taxes relating to or arising from certain assets and transactions, or (v) funding losses, deficits or working capital support on account of certain non-healthcare assets in an amount not to exceed $i125.0 million.
If any event of default occurs and is continuing under the Credit Agreement, the Lenders may terminate their commitments, and may require the Company and its guarantors to repay outstanding debt and/or to provide a cash deposit as additional security for outstanding letters of credit. In
addition, the Agent, on behalf of the Lenders, may pursue remedies under the Guaranty and Security Agreement, including, without limitation, transferring pledged securities of the Company’s
subsidiaries in the name of the Agent and exercising all rights with respect thereto (including the right to vote and to receive dividends), collect on pledged accounts, instruments and other receivables (including the AP-AMH Loan), and all other rights provided by law or under the loan documents and the AP-AMH Loan.
In the ordinary course of business, certain of the Lenders under the Credit Agreement and their affiliates have provided to the Company and its subsidiaries and the associated practices, and may in the future provide, (i) investment banking, commercial banking (including pursuant to certain existing business loan and credit agreements being terminated
in connection with entering into the Credit Agreement), cash management, foreign exchange or other financial services, and (ii) services as a bond trustee and other trust and fiduciary services, for which they have received compensation and may receive compensation in the future.
Deferred Financing Costs
In September 2019, the Company recorded deferred financing costs of $i6.5
million related to the issuance of the Credit Facility. This amount was recorded as a direct reduction of the carrying amount of the related debt liability. The deferred financing costs will be amortized over the life of the Credit Facility using the effective interest rate method.
Effective Interest Rate
The Company’s average effective interest rate on its total debt during the six months ended June 30, 2020 and 2019, was i3.93%
and i4.71%, respectively. Interest expense in the consolidated statements of income included amortization of deferred debt issuance costs for the three and six months ended June 30, 2020 and 2019, of $i0.3
million and $i0, respectively, and $i0.7 million and $i0,
respectively.
Lines of Credit – Related Party
NMM Business Loan
On June 14, 2018, NMM amended its promissory note agreement with Preferred Bank (“NMM Business Loan Agreement”), which provides for loan availability of up to $i20.0 million with a maturity date of June 22, 2020. One of the
Company’s board members is the chairman and CEO of Preferred Bank. The NMM Business Loan Agreement was subsequently amended on September 1, 2018, to temporarily increase the loan availability from $i20.0 million to $i27.0
million for the period from September 1, 2018 through January 31, 2019, further extended to October 31, 2019, to facilitate the issuance of an additional standby letter of credit for the benefit of CMS. The interest rate is based on the Wall Street Journal “prime rate,” plus i0.125%, or i5.625%
as of December 31, 2018. The loan was guaranteed by Apollo Medical Holdings, Inc. and is collateralized by substantially all of the assets of NMM. The amounts outstanding as of June 30, 2019, of $i5.0 million was fully repaid on September 11, 2019.
On September 5, 2018, NMM entered into a non-revolving line of credit agreement with Preferred Bank, which provides
for loan availability of up to $i20.0 million with a maturity date of September 5, 2019. This credit facility was subsequently amended on April 17, 2019, and July 29, 2019, to reduce the loan availability from $i20.0
million to $i16.0 million and from $i16.0 million to $i2.2
million, respectively. The interest rate is based on the Wall Street Journal “prime rate,” plus i0.125%, or i3.375% as of June 30,
2020, and i4.875% as of December 31, 2019. The line of credit is guaranteed by Apollo Medical Holdings, Inc. and is collateralized by substantially all assets of NMM. NMM obtained this line of credit to finance potential acquisitions. Each drawdown from the line of credit is converted into a ifive-year
term loan with monthly principal payments, plus interest based on a ifive-year amortization schedule.
On September 11, 2019, the NMM Business Loan Agreement, dated as of June 14, 2018, between NMM and Preferred Bank, as amended, and the Line of Credit Agreement, dated as of September 5, 2018, between NMM and Preferred Bank, as amended, were terminated in connection with the closing of the credit facility. Certain letters
of credit issued by Preferred Bank under the Line of Credit Agreement were terminated and reissued under the Credit Agreement. As of June 30, 2020, outstanding letters of credit totaled $i14.8 million and the Company has $i10.2
million available under the revolving credit facility for letters of credit.
On June 14, 2018, APC amended its promissory note agreement with Preferred Bank, which provides for loan availability of up to $i10.0
million with a maturity date of June 22, 2020. This credit facility was subsequently amended on April 17, 2019, and June 11, 2019, to increase the loan availability from $i10.0 million to $i40.0
million and extend the maturity date through December 31, 2020. On August 1, 2019, and September 10, 2019, this credit facility was further amended to increase loan availability from $i40.0 million to $i43.8
million, and decrease loan availability from $i43.8 million to $i4.1 million, respectively.
This decrease further limited the purpose of the indebtedness under APC Business Loan Agreement to the issuance of standby letters of credit, and added as a permitted lien the security interest in all of its assets granted by APC in favor of NMM under a Security Agreement dated on or about September 11, 2019, securing APC’s obligations to NMM under, and as required pursuant to, the APC management services agreement dated as of July 1, 1999, as amended. The interest rate is based on the Wall Street Journal “prime rate,” plus i0.125%,
or i3.375% and i4.875% as of June 30, 2020, and December 31,
2019, respectively.
On October 2, 2018, APAACO established a second irrevocable standby letter of credit with Preferred Bank (through the NMM Business Loan Agreement) for $i6.6 million for the benefit of CMS. The letter of credit expires on December 31, 2020, and is automatically extended without amendment
for additional ione-year periods from the present or any future expiration date, unless notified by the institution to terminate prior to i90 days from any expiration date. APAACO may continue to draw from the
letter of credit for one year following the bank’s notification of non-renewal. This standby letter of credit was subsequently amended on August 14, 2019, to increase amount from $i6.6 million to $i14.8
million and extended expiration date on December 31, 2020, with all other terms and conditions remain unchanged. In connection with the closing of the Credit Facility, this letter of credit was terminated and reissued under the Credit Agreement.
APC established irrevocable standby letters of credit with Preferred Bank under the APC Business Loan Agreement for a total of $i0.3 million for the benefit of certain health plans. The standby letters
of credit are automatically extended without amendment for additional ione-year periods from the present or any future expiration date, unless notified by the institution in advance of the expiration date that the letter will be terminated.
Alpha Care established irrevocable standby letters of credit with Preferred Bank under the APC Business Loan Agreement for a total of $i3.8
million for the benefit of certain health plans. The standby letters of credit are automatically extended without amendment for additional ione-year periods from the present or any future expiration date, unless notified by the institution in advance of the expiration date that the letter will be terminated.
10.iMezzanine
and Stockholders’ Equity
Mezzanine
As the redemption feature (see Note 2) of the shares is not solely within the control of APC, the equity of APC does not qualify as permanent equity and has been classified as noncontrolling interest in APC as mezzanine or temporary equity. APC’s shares are not redeemable and it is not probable that the shares will become redeemable as of June 30, 2020 and December 31, 2019.
Stockholders’ Equity
As of June 30, 2020, i302,732
holdback shares have not been issued to certain former NMM shareholders who were NMM shareholders at the time of closing of the merger between NMM and ApolloMed in December 2017 (the "Merger"), as they have yet to submit properly completed letters of transmittal to ApolloMed in order to receive their pro rata portion of ApolloMed common stock and warrants as contemplated under the merger agreement. Pending such receipt, such former NMM shareholders have the right to receive, without interest, their pro rata share of dividends or distributions with a record date after the effectiveness of the Merger. The consolidated financial statements have treated such shares of common stock as outstanding, given the receipt of the letter of transmittal is considered perfunctory and the Company is legally obligated to issue these shares in connection with the Merger.
See
options and warrants section below for common stock issued upon exercise of stock options and stock purchase warrants.
During
the six months ended June 30, 2020 and 2019, stock options were exercised for i120,000 and i111,000
shares, respectively, of the Company’s common stock, which resulted in proceeds of approximately $i0.3 million and $i0.5
million, respectively. The exercise price ranged from $i2.10 to $i5.00
per share for the exercises during the six months ended June 30, 2020, and ranged from $i1.50 to $i5.79
per share for the exercises during the six months ended June 30, 2019.
During the six months ended June 30, 2020 and 2019, iino/
stock options were exercised pursuant to the cashless exercise provision.
i
During the six months ended June 30, 2020, the Company granted i11,742
stock options with a vesting period of ifive-years to certain ApolloMed board members with an exercise price of $i18.41,
which were recognized at fair value, as determined using the Black-Scholes option pricing model and the following assumptions:
The
Company grants restricted stock awards to employees which are earned based on service conditions. The grant date fair value of the restricted stock awards is that day’s closing market price of the Company’s common stock. During the six months ended June 30, 2020, the Company granted restricted stock awards totaling i97,447
shares with a weighted average grant date fair value of $i17.58. The grant date fair value of the restricted stock was $i1.6
million to be recognized on a straight-line basis over the awards’ vesting period of ithree years.
During the three and six months ended June 30, 2020, the Company recorded approximately $i0.9
million and $i1.6 million of share-based compensation expense associated with the issuance of restricted shares of common stock and vesting of stock options which is included in general and administrative expenses in the accompanying consolidated statements of income, respectively. Unrecognized compensation expense related to total share-based payments outstanding as of June 30, 2020, was $i3.8
million.
During
the six months ended June 30, 2020 and 2019, common stock warrants were exercised for i273,900 and i41,624
shares, respectively, of the Company’s common stock, which resulted in proceeds of approximately $i2.6 million and $i0.4
million, respectively. The exercise price ranged from $ii9.00/
to $ii11.00/
per share for the exercises during the six months ended June 30, 2020 and 2019, respectively.
Treasury Stock
APC owned i17,307,214 and i17,290,317
shares of ApolloMed’s common stock as of June 30, 2020 and December 31, 2019, which are legally issued and outstanding but excluded from shares of common stock outstanding in the consolidated financial statements, as such shares are treated as treasury shares for accounting purposes (see Note 1).
During the year ended December 31, 2019, APC established a brokerage account to invest excess capital in the equity market. The brokerage account is managed directly by an independent investment committee of the APC board of directors, from which Dr. Kenneth Sim and Dr. Thomas Lam have been excluded. As of June 30,
2020, the brokerage account only held shares of ApolloMed totaling $i7.6 million, and as such the ApolloMed shares in the brokerage account have been recorded as treasury shares.
Dividends
During the six months ended June 30, 2020 and 2019, APC paid dividends of $i29.6
million and $i10.0 million, respectively.
During the six months ended June 30, 2020 and 2019, CDSC paid dividends of $i0.6
million and $i1.2 million, respectively.
11. iCommitments
and Contingencies
Regulatory Matters
Laws and regulations governing the Medicare program and healthcare generally are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or
threatened investigations involving allegations of potential wrongdoing. While no regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government
review and interpretation, as well as significant regulatory action, including fines, penalties, and exclusion from the Medicare and Medi-Cal programs.
As risk-bearing organizations, APC, Alpha Care and Accountable Health Care are required to comply with California DMHC regulations, including maintenance of minimum working capital, tangible net equity (“TNE”), cash-to-claims ratio and claims payment requirements prescribed by the California DMHC. TNE is defined as net equity less intangibles, less non-allowable assets (which include unsecured amounts due from affiliates), plus subordinated obligations. At June 30, 2020 and December 31, 2019, APC, Alpha Care and Accountable Health Care were in compliance with these regulations.
Many of the
Company’s payor and provider contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of medical services. Such differing interpretations may not come to light until a substantial period of time has passed following contract implementation. Liabilities for claims disputes are recorded when the loss is probable and can be estimated. Any adjustments to reserves are reflected in current operations.
Standby Letters of Credit
As part of the APAACO participation with CMS, the Company must provide a financial guarantee to CMS, the guarantee generally must
be in an amount equal to i2% of the Company’s benchmark Medicare Part A and Part B expenditures. The Company has established an irrevocable standby letter of credit with Preferred Bank of $i8.2
million and $i6.6 million for the 2019 and 2018 performance years (see Note 9).
APC established irrevocable standby letters of credit with a financial institution for a total of $i0.3 million
for the benefit of certain health plans. The standby letters of credit are automatically extended without amendment for additional ione-year periods from the present or any future expiration date, unless notified by the institution in advance of the expiration date that the letter will be terminated (see Note 9).
Alpha Care established irrevocable standby letters of credit with a financial institution for a total of $i3.8
million for the benefit of certain health plans. The standby letters of credit are automatically extended without amendment for additional ione-year periods from the present or any future expiration date, unless notified by the institution in advance of the expiration date that the letter will be terminated (see Note 9).
Litigation
From time to time, the Company is involved in various legal proceedings and other matters arising in
the normal course of its business. The resolution of any claim or litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows or results of operations.
Prospect Medical Systems
On or about March 23, 2018, and April 3, 2018, a Demand for Arbitration and an Amended Demand for Arbitration were filed by Prospect Medical Group, Inc. and Prospect Medical Systems, Inc. (collectively, “Prospect”) against MMG, ApolloMed and AMM with Judicial Arbitration Mediation Services in California, arising out of MMG’s purported business plans, seeking damages in excess of $i5.0
million, and alleging breach of contract, violation of unfair competition laws, and tortious interference with Prospect’s current and future economic relationships with its health plans and their members. By stipulation and order dated April 28, 2020, ApolloMed and AMM were dismissed without prejudice from the arbitration for lack of jurisdiction on the basis that neither of them were a party to any arbitration agreement with Prospect, subject, however, to Prospect reserving its rights against ApolloMed and AMM and tolling of applicable statute of limitation. MMG disputes the allegations and intends to vigorously defend against this matter. The resolution of this matter and any potential range of loss in excess of any current accrual cannot be reasonably determined or estimated at this time primarily because the matter has not
been fully arbitrated and presents unique regulatory and contractual interpretation issues.
Liability Insurance
The Company believes that its insurance coverage is appropriate based upon the Company’s claims experience and the nature and risks of the Company’s business. In addition to the known incidents that have resulted in the assertion of claims, the Company cannot be certain that its insurance coverage will be adequate to cover liabilities arising out of claims asserted against the
Company, the Company’s affiliated professional organizations or the Company’s affiliated hospitalists in the future where the outcomes of such claims are unfavorable. The Company believes that the ultimate resolution of all pending claims, including liabilities in excess of the Company’s insurance coverage, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows; however, there can be no assurance that future claims will not have such
a material adverse effect on the Company’s business. Contracted physicians are required to obtain their own insurance coverage.
Although the Company currently maintains liability insurance policies on a claims-made basis, which are intended to cover malpractice liability and certain other claims, the coverage must be renewed annually, and may not continue to be available to the Company in future years at acceptable costs, and on favorable terms.
12. iRelated-Party
Transactions
On November 16, 2015, UCAP entered into a subordinated note receivable agreement with UCI, a i48.9% owned equity method investee (see Note 5), in the amount of $i5.0
million. On June 28, 2018 and November 28, 2018, UCAP entered into itwo additional subordinated note receivable agreements with UCI in the amount of $i2.5
million and $i5.0 million, respectively. On April 30, 2020, the outstanding balance was fully repaid as part of UCAP's disposition of its i48.9%
ownership interest in UCI to Bright (see Note 6).
During the three and six months ended June 30, 2020 and 2019, NMM earned approximately $i4.2 million and $i5.2
million, respectively, and $i8.4 million, respectively, in management fees from LMA, which is accounted for under the equity method based on ii25/%
equity ownership interest held by APC in LMA’s IPA line of business (see Note 5).
During the three and six months ended June 30, 2020 and 2019, APC paid approximately $i0.4 million and $i0.6
million, respectively, and $i1.0 million and $i1.4 million, respectively, to PMIOC for provider services, which is accounted for under the equity method based on ii40/%
equity ownership interest held by APC (see Note 5).
During the three and six months ended June 30, 2020 and 2019, APC paid approximately $i0.9 million and $i1.8
million, respectively, and $i2.6 million and $i3.8 million, respectively, to DMG for provider services, which is accounted for under the equity method based on ii40/%
equity ownership interest held by APC (see Note 5).
During the three and six months ended June 30, 2020 and 2019, APC paid approximately $i0.1 million, respectively, and $i0.1 million,
respectively, to Advanced Diagnostic Surgery Center for services as a provider. Advanced Diagnostic Surgery Center shares common ownership with certain board members of APC.
During the three months ended June 30, 2020 and 2019, APC paid an aggregate of approximately $i9.0 million and $i7.1
million, respectively, which include approximately $i3.0 million and $i1.9 million, respectively, to shareholders who are also officers of APC. During the six months
ended June 30, 2020 and 2019, APC paid an aggregate of approximately of $i16.3 million and $i16.4
million, respectively, to shareholders of APC for provider services, which include approximately $i4.8 million and $i5.1 million, respectively, to shareholders who are
also officers of APC.
During the three and six months ended June 30, 2020 and 2019, NMM paid approximately $ii0.3/
million, respectively and $ii0.5/ million, respectively,
to Medical Property Partners (“MPP”) for an office lease. MPP shares common ownership with certain board members of NMM.
During the three and six months ended June 30, 2020, NMM paid approximately $i0.4 million and $i0.7
million, respectively, to One MSO, Inc. ("One MSO") for an office lease. One MSO is indirectly i50% owned by Drs. Sim and Lam. As of June 30, 2020, the Company had $ii10.6/ million
of ROU assets and lease liabilities, respectively, related to its office lease with One MSO to be amortized over the remaining life of the lease.
During the three and six months ended June 30, 2020 and 2019, the Company paid approximately $i0.1 million, respectively, and $i0.2
million, respectively, to Critical Quality Management Corporation (“CQMC”) for an office lease. CQMC shares common ownership with certain board members of APC.
During the three and six months ended June 30, 2020 and 2019, SCHC paid approximately $ii0.1/ million,
respectively, and $ii0.2/ million, respectively,
to Numen, LLC (“Numen”) for an office lease. Numen is owned by a shareholder of APC. As of June 30, 2020, the Company had $ii1.4/ million
of ROU assets and lease liabilities, respectively, related to its office lease with One MSO to be amortized over the remaining life of the lease.
The Company has agreements with HSMSO, Aurion Corporation (“Aurion”), and AHMC Healthcare (“AHMC”) for services provided to the Company. One of the Company’s board members is an officer of AHMC, HSMSO and Aurion. Aurion is also partially owned by one of the Company’s board members. iThe
following table sets forth fees incurred and income earned related to AHMC, HSMSO and Aurion (in thousands):
The
Company and AHMC have a risk sharing agreement with certain AHMC hospitals to share the surplus and deficits of each of the hospital pools. During the three and six months ended June 30, 2020 and 2019, the Company has recognized risk pool revenue under this agreement of $i10.2 million
and $i10.2 million, respectively, and $i21.0
million and $i25.0 million, respectively, for which $i53.7
million and $i40.4 million remain outstanding as of June 30, 2020 and December 31, 2019, respectively.
During the three and six months ended June 30, 2020 and 2019, NMM paid approximately $i0
and $i0.1 million, respectively, and $i27,000 and $i0.1
million, respectively, to ApolloMed board member, Matthew Mazdyasni, for consulting services.
In addition, affiliates wholly owned by the Company’s officers, including the Company's Co-CEOs, Dr. Sim and Dr. Lam, are reported in the accompanying consolidated statements of income on a consolidated basis, together with the Company’s subsidiaries, and therefore, the Company does not separately disclose transactions between such affiliates and the
Company’s subsidiaries as related-party transactions.
For equity method investments, loans receivable and line of credits from related parties, see Notes 5, 6 and 9, respectively.
13.iIncome Taxes
The
Company uses the liability method of accounting for income taxes as set forth in ASC 740. Under the liability method, deferred taxes are determined based on differences between the financial statement and tax bases of assets and liabilities using enacted tax rates.
On an interim basis, the Company estimates what its anticipated annual effective tax rate will be and records a quarterly income tax provision (benefit) in accordance with the estimated annual rate, plus the tax effect of certain discrete items that arise during the quarter. As the fiscal year progresses, the Company refines its estimates based on actual events and financial results during the quarter. This process can result in significant changes to the
Company’s estimated effective tax rate. When this occurs, the income tax provision (benefit) is adjusted during the quarter in which the estimates are refined so that the year-to-date provision reflects the estimated annual effective tax rate. These changes, along with adjustments to the Company’s deferred taxes and related valuation allowance, may create fluctuations in the overall effective tax rate from quarter to quarter.
As of June 30, 2020, due to the overall cumulative losses incurred in recent years, the Company maintained a full valuation allowance against its deferred tax assets related to loss entities the Company
cannot consolidate under the federal consolidation rules, as realization of these assets is uncertain.
The Company’s effective tax rate for the six months ended June 30, 2020, differed from the U.S. federal statutory rate primarily due to state income taxes, income from flow through entities, nondeductible permanent items, and change in valuation allowance.
As of June 30, 2020, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters. The Company will recognize accrued interest
and penalties related to unrecognized tax benefits in income tax expense.
On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law. The CARES Act includes various income and payroll tax provisions that we are in the process of analyzing to determine the tax impacts.
However, we do not expect the benefits of the CARES Act to impact the Company’s annual estimated tax rate for the period June
30, 2020.
14. iEarnings Per Share
Basic earnings per share is calculated using the weighted average number of shares of the Company’s common stock issued and outstanding during a certain period, and is calculated by dividing net income attributable to
ApolloMed by the weighted average number of shares of the Company’s common stock issued and outstanding during such period. Diluted earnings per share is calculated using the weighted average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period, using the as-if converted method for secured convertible notes, preferred stock, and the treasury stock method for options and common stock warrants.
As of June 30, 2020 and December 31, 2019, APC held i17,307,214
and i17,290,317 shares of ApolloMed’s common stock, respectively, which are treated as treasury shares for accounting purposes and not included in the number of shares of common stock outstanding used to calculate earnings per share.
i
Below
is a summary of the earnings per share computations:
A VIE is defined as a legal entity whose equity owners do not have sufficient equity at risk, or, as a group, the holders of the equity investment at risk lack any of the following three characteristics: decision-making rights, the obligation to absorb losses, or the right to receive the expected residual returns of the entity. The primary beneficiary is identified as the variable interest holder that has
both the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and the obligation to absorb expected losses or the right to receive benefits from the entity that could potentially be significant to the VIE.
The Company follows guidance on the consolidation of VIEs that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. See Note 2 – “Basis of Presentation and Summary of Significant Accounting Policies” to the accompanying consolidated financial statements for information on how the Company determines VIEs and its treatment.
iThe
following table includes assets that can only be used to settle the liabilities of APC and its VIEs, including Alpha Care and Accountable Health Care, and to which the creditors of APC, including Alpha Care and Accountable Health Care, have no recourse to the Company, nor do creditors of the Company have recourse against the assets of APC, including Alpha Care and Accountable Health Care. These assets and liabilities, with the exception of the investment in a privately held entity that does not report net asset value per share and amounts due to affiliates, which are eliminated upon consolidation with NMM, are included in the accompanying consolidated balance sheets (in thousands).
The
assets of the Company’s other consolidated VIEs were not considered significant.
16. iiLeases/
The
Company has operating and finance leases for corporate offices, doctors’ offices, and certain equipment. These leases have remaining lease terms of ii1/
month to ii5/ years, some of which may include options to extend the leases for up to ii10/
years, and some of which may include options to terminate the leases within iione year/.
As of June 30, 2020 and December 31, 2019, assets recorded under finance leases were $i0.4 million and $i0.5
million, respectively, and accumulated depreciation associated with finance leases was $ii0.3/
million, respectively.
Also, the Company rents or subleases certain real estate to third parties, which are accounted for as operating leases.
Leases with an initial term of 12 months or less are not recorded on the balance sheet.
i
The components of lease expense were as follows (in thousands):
As
of June 30, 2020, the Company does not have additional operating and finance leases that have not yet commenced.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management’s discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and the notes thereto included in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. In addition, reference is made to our audited consolidated financial statements and notes thereto and related Management’s Discussion
and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020.
Overview
We, together with our affiliated physician groups and consolidated entities, are a physician-centric integrated population health management company providing coordinated, outcomes-based medical care in a cost-effective manner and serving patients in California, the majority of whom are covered by private or public insurance provided through Medicare, Medicaid and HMOs, with a small portion of our revenues coming from non-insured patients.
We provide care coordination services to each major constituent of the healthcare delivery system, including patients, families, primary care physicians, specialists, acute care hospitals, alternative sites of inpatient care, physician groups and health plans. Our physician network consists of primary care physicians, specialist physicians and hospitalists. We operate primarily through ApolloMed and the following subsidiaries: NMM, AMM, APAACO and Apollo Care Connect, and their consolidated entities.
Through our NGACO model and a network of IPAs with more than 7,000 contracted physicians, which physician groups have agreements with various health plans, hospitals and other HMOs, we are, as of June 30, 2020, currently responsible for coordinating the care for approximately 1.1 million
patients in California as of June 30, 2020. These covered patients are comprised of managed care members whose health coverage is provided through their employers or who have acquired health coverage directly from a health plan or as a result of their eligibility for Medicaid or Medicare benefits. Our managed patients benefit from an integrated approach that places physicians at the center of patient care and utilizes sophisticated risk management techniques and clinical protocols to provide high-quality, cost effective care. To implement a patient-centered, physician-centric experience, we also have other integrated and synergistic operations, including (i) MSOs that provide management and other services to our affiliated IPAs, (ii) outpatient clinics and (iii) hospitalists that coordinate the care of patients in hospitals.
Our revenue primarily consists of capitation revenue, risk pool settlements and incentives, NGACO AIPBP revenue, management fee income and FFS revenue. The form of billing and related risk of collection for such services may vary by type of revenue and the customer.
Operating Expenses
Our largest expense is the patient care cost paid to contracted physicians, and the cost of providing management and administrative support services to our affiliated physician groups. These services include providing utilization and case management, physician practice billing, revenue cycle services, physician practice management, administrative oversight, coding services, and other consulting
services.
Net
income attributable to noncontrolling interests
72,892
4,529
68,363
*
Net income attributable to ApolloMed
$
11,096
$
3,685
$
7,411
201
%
* Percentage
change of over 500%
Net Income Attributable to ApolloMed
Our net income attributable to ApolloMed for the three months ended June 30, 2020 was $7.0 million, as compared to net income attributable to ApolloMed of $3.5 million for the same period in 2019, an increase of $3.5 million.
Our net income attributable to ApolloMed for the six months ended June 30, 2020 was $11.1 million, as compared to net income attributable to ApolloMed of $3.7 million for the same period in 2019, an increase of $7.4 million.
The increase in net income attributable to ApolloMed for the three and six months ended June 30, 2020 was primarily driven by the completion of
a series of transactions with APC as further described in Note 1 to our financial statements above, which resulted in preferred, cumulative dividends from APC being allocated to AP-AMH.
Physician Groups and Patients
As of June 30, 2020 and 2019, we managed a total of 13 and 11 groups of affiliated physicians, respectively, and the total number of patients for whom we managed the delivery of healthcare services was approximately 1.1 million and 1.0 million, respectively. The increase was attributable to a management services agreement we entered with an independent practice association, Community Family Care Medical Group IPA, Inc. ("CFC"), which contributed 0.1 million new members and increased membership at the other physician groups we manage.
Our revenue for the three months ended June 30, 2020, was $165.2 million, as compared to $130.1 million for the three months ended June 30, 2019, an increase of $35.1 million, or 27%. The increase in revenue was primarily attributable to the following:
(i) Capitation revenue increased by approximately $37.7 million primarily due to our acquisitions of Alpha Care on May 31, 2019 and Accountable Health Care on August 30, 2019, which contributed additional revenue of approximately $20.7 million and $11.8 million, respectively, in addition to organic capitation revenue growth at APC of $2.5 million, for the three months ended June 30,
2020. Further, APA ACO generated additional capitation revenue of approximately $2.7 million for the three months ended June 30, 2020 as compared to June 30, 2019 due to the delayed start of 2019 APA ACO performance year.
(ii) Risk pool revenue increased by $0.8 million due to the refinement of the assumptions used to estimate the amount of net surplus expected to be received from the affiliated hospitals’ risk pools. Our estimated risk pool receivable is calculated based on reports received from our hospital partners and on management’s estimate of the Company’s portion of any estimated risk pool surpluses for which payments have not been received. The actual risk pool surpluses are settled approximately 18 months later.
(iii)
Management fee income decreased by $1.7 million mainly due to acquisition of Accountable Health Care, which reduced management fee income by $2.2 million and a decrease in LMA's management fee of $1.0 million. This decrease was offset by management fee income of $1.7 million for the three months ended June 30, 2020 generated from the management services agreement we entered into with CFC, which became effective on January 1, 2020.
(iv) Fee-for-service revenue decreased by $1.6 million due to reduced demand at our surgery centers and heart center as a result of the COVID-19 outbreak.
(v) Other income decreased by $0.1 million as a result of decreased revenue related to maternity supplemental payments.
Our revenue for the six months ended June 30,
2020 was $330.3 million, as compared to $225.8 million for the six months ended June 30, 2019, an increase of $104.5 million, or 46%. The increase in revenue was primarily attributable to the following:
(i) Capitation revenue increased by approximately $106.6 million primarily due to our acquisitions of Alpha Care on May 31, 2019 and Accountable Health Care on August 30, 2019, which contributed additional revenue of approximately $53.2 million and $24.3 million, respectively, in addition to organic capitation revenue growth at APC of $4.5 million, for the six months ended June 30, 2020. Further, APA ACO generated additional capitation revenue of approximately $24.6 million for the six months ended June
30, 2020 as compared June 30, 2019 due to the delayed start of the 2019 APA ACO performance year.
(ii) Risk pool revenue increased by $2.0 million due to the refinement of the assumptions used to estimate the amount of net surplus expected to be received from the affiliated hospitals’ risk pools. Our estimated risk pool receivable is calculated based on reports received from our hospital partners and on management’s estimate of the Company’s portion of any estimated risk pool surpluses for which payments have not been received. The actual risk pool surpluses are settled approximately 18 months later.
(iii) Management fee income decreased by $1.8 million mainly due to the acquisition of Accountable Health Care, which reduced management fee income
by $4.2 million and a reduction in hospitalist stipend of $1.0 million. This decrease was offset by management fee income of $3.4 million for the six months ended June 30, 2020 generated from the management services agreement we entered into with CFC, which became effective on January 1, 2020.
(iv) Fee-for-service revenue decreased by $2.3 million due to reduced procedures performed at our surgery centers and heart center as a result of the COVID-19 outbreak.
Cost of Services
Expenses related to cost of services for the three months ended June 30, 2020, were $136.1 million, as compared to $101.4 million for the same period in 2019, an increase of $34.7 million, or 34%. The overall increase
was due to a $32.8 million increase in medical claims, capitation and other health services expenses, primarily driven by the acquisitions of Alpha Care, Accountable Health Care and AMG and a $1.9 million increase in payroll costs to support the continued growth of the business.
Expenses related to cost of services for the six months ended June 30, 2020, were $280.3 million, as compared to $184.8 million for the same period in 2019, an increase of $95.5 million, or 52%. The overall increase was due to a $99.3 million increase in medical claims, capitation and other health services expenses, primarily
driven by the acquisition of Alpha Care, Accountable Health Care and AMG, in addition to increased costs at APA ACO for the six month period ended June 30, 2020 as compared to the same period in 2019 due to the delayed start of the 2019 APA ACO performance year and a $4.2 million increase in payroll costs to support the continued growth of the business. The increased costs were offset by a net decrease of $8.0 million in bonus payments made to providers for the six months ended June 30, 2020 as compared to the bonus payments made to providers during the same period in 2019.
General and Administrative Expenses
General and administrative expenses for the three months ended June 30, 2020, were $11.6 million, as compared to $11.8 million
for the same period in 2019, a decrease of $0.2 million, or 2%. The decrease is primarily due to fewer supplies required as COVID-19 outbreak caused a reduction of procedures performed on site at the surgery centers and heart centers.
General and administrative expenses for the six months ended June 30, 2020 were $23.4 million, as compared to $22.1 million for the same period in 2019, an increase of $1.3 million, or 6%. The increase is primarily due to increased rent expense to support the continued growth in depth and breadth of our operations.
Depreciation and Amortization
Depreciation and amortization expenses for the three months ended June 30, 2020 were $4.6 million as compared to $4.5 million for the same period in 2019. This amount
includes depreciation of property and equipment and the amortization of intangible assets.
Depreciation and amortization expenses for the six months ended June 30, 2020 were $9.3 million as compared to $8.9 million for the same period in 2019. This amount includes depreciation of property and equipment and the amortization of intangible assets.
Provision for Doubtful Accounts
For the three and six months ended June 30, 2019, we released reserves related to certain management fees in the amount of approximately $2.3 million and $1.4 million, respectively, as collectability of the outstanding amount was no longer in doubt. These reserves were related to various preacquisition obligations of Accountable Health Care and were no longer necessary
as a result of our acquisition of Accountable Health Care.
Income (Loss) from Equity Method Investments
Income from equity method investments for the three months ended June 30, 2020, was $0.8 million, as compared to loss from equity method investments of $42,000 for the same period in 2019, an increase of $0.9 million. The increase was primarily due to equity earnings from UCI of $0.9 million.
Income from equity method investments for the six months ended June 30, 2020, was $2.9 million, as compared to loss from equity method investments of $0.9 million for the same period in 2019, an increase of $3.8 million. The increase was primarily due to equity earnings from our investments in UCI and PMIOC of $3.5 million and $0.1 million, respectively,
offset by equity losses from our investments in LMA's IPA line of business, 531 W. College, and DMG of $0.4 million, $0.2 million, and $0.1 million, respectively, for the six months ended June 30, 2020, as compared with losses from our investments in LMA's IPA line of business and Accountable Health Care of $2.4 million and $4.3 million, respectively, in the six months ended June 30, 2019. In addition to the recognition of an impairment loss of $0.3 million related to our investment in PASC. These losses were offset with earnings from our investments in UCI, DMG, and PMIOC of $5.5 million, $0.4 million, and $0.2 million, respectively.
Gain on Sale of Equity Method Investments
Gain from equity method investments for the three and six months ended June 30,
2020, was $99.6 million primarily due to the sale of UCI which closed on April 30, 2020.
Interest expense for the three months ended June 30, 2020, was $2.7 million, as compared to $0.3 million for the same period in 2019, an increase of $2.4 million. The increase was primarily due to the new credit facility we secured in September 2019 to fund growth, primarily through acquisitions.
Interest expense for the six months ended June 30,
2020, was $5.5 million, as compared to $0.5 million for the same period in 2019, an increase of $5.0 million. The increase was primarily due to the new credit facility we secured in September 2019 to fund growth, primarily through acquisitions.
Interest Income
Interest income for the three and six months ended June 30, 2020, was $0.9 million and $1.8 million, respectively, as compared to $0.5 million and $0.8 million, respectively, for the three and six months ended June 30, 2019. Interest income reflects interest earned on cash held in money market and certificate of deposit accounts and the interest from notes receivable.
Other Income
Other income for the three
and six months ended June 30, 2020, was $1.3 million and $1.4 million as compared to other income of $24,000 and $0.2 million, respectively, for the same periods in 2019. The increase in other income was primarily due to government grants received during the three and six months ended June 30, 2020 of $0.9 million.
Provision for Income Tax
Income tax expense was $31.9 million for the three months ended June 30, 2020, as compared to a tax provision of $4.2 million for the same period in 2019. The increase in tax expense was due to increased income in the three months ended June 30, 2020, period as compared to the same period in 2019, as described above.
Income
tax expense was $33.5 million for the six months ended June 30, 2020, as compared to a tax provision of $2.8 million for the same period in 2019. The increase in tax expense was due to increased income in the six months ended June 30, 2020 period as compared to the same period in 2019, as described above.
Net Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests was $74.0 million for the three months ended June 30, 2020, compared to $7.1 million for the same period in 2019, an increase of $66.9 million. The increase was primarily due to our sale of equity interests in UCI in April 2020, the gain from which constitutes an excluded asset of APC.
Net
income attributable to noncontrolling interests was $72.9 million for the six months ended June 30, 2020, compared to $4.5 million for the same period in 2019, an increase of $68.4 million. The increase was primarily due to of sale of an excluded asset, UCI in April 2020 where the gain remains strictly with APC.
2020 Guidance
Our stable, subscription-based revenue model allows us to maintain our previously disclosed 2020 guidance for total revenue and adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”).
•Maintain total revenue of between $665.0 million and $675.0 million,
•Maintain net income of between $100.0 million and $110.0 million,
•Maintain EBITDA of between $155.0 million and $167.0 million, and
•Maintain adjusted EBITDA of between $75.0 million and $90.0 million.
Refer to the "Guidance Reconciliation of Net Income to EBITDA and adjusted EBITDA" and "Use of Non-GAAP Financial Measures" for additional information. There can be no assurance that actual amounts will not be materially higher or lower than these expectations.
Refer to our discussion of "Forward-Looking Statements" within this Quarterly Report on Form 10-Q.
(1) Net income and EBITDA includes the gain on sale of UCAP's 48.9% investment in UCI to Bright, which closed on April 30, 2020.
UCAP is a 100% owned subsidiary of APC and its 48.9% investment in UCI is an excluded asset and as such remained solely for the benefit of APC and its shareholders. As such, any proceeds or gain on sale has not affected the net income and adjusted EBITDA attributable to ApolloMed.
(2) Income from equity method investments is mainly attributed to the sale of UCAP's 48.9% investment in UCI to Bright, which closed on April 30, 2020. UCAP is a 100% owned subsidiary of APC and its 48.9% investment in UCI is an excluded asset and as such remained solely for the benefit of APC and its shareholders. As such, any proceeds or gain on sale has not affected the net income and adjusted EBITDA attributable to ApolloMed.
Use of Non-GAAP Financial
Measures
This Quarterly Report on Form 10-Q contains the non-GAAP financial measures EBITDA and adjusted EBITDA, of which the most directly comparable financial measure presented in accordance with GAAP is net (loss) income. These measures are not in accordance with, or an alternative to, U.S. generally accepted accounting principles, (“GAAP”), and may be different from other non-GAAP financial measures used by other companies. The Company uses adjusted EBITDA as a supplemental performance measure of our operations, for financial and operational decision-making, and as a supplemental means of evaluating period-to-period comparisons on a consistent basis. Adjusted EBITDA is calculated as earnings before interest, taxes, depreciation, and amortization, excluding income from equity method investments and other income earned that is not
related to the Company's normal operations. Adjusted EBITDA also excludes the effect on EBITDA of certain IPAs we recently acquired.
The Company believes the presentation of these non-GAAP financial measures provides investors with relevant and useful information as it allows investors to evaluate the operating performance of the business activities without having to account for differences recognized because of non-core and non-recurring financial information. When GAAP financial measures are viewed in conjunction with non-GAAP financial measures, investors are provided with a more meaningful understanding of ApolloMed's ongoing operating performance. In addition, these non-GAAP financial measures are among those indicators the
Company uses as a basis for evaluating operational performance, allocating resources and planning and forecasting future periods. Non-GAAP financial measures are not intended to be considered in isolation, or as a substitute for, GAAP financial measures. To the extent this release contains historical or future non-GAAP financial measures, the Company has provided corresponding GAAP financial measures for comparative purposes. The reconciliation between certain GAAP and non-GAAP measures is provided above.
Cash, cash equivalents and investment in marketable securities at June 30, 2020, totaled $270.1 million. Working capital totaled $228.0 million at June 30, 2020, as compared to $223.7 million at December 31, 2019, an increase of $4.3 million, or 1.9%.
We have historically financed our operations primarily through internally generated funds. We generate cash primarily from capitation contracts, risk pool settlements and incentives, fees for medical management services provided to our affiliated physician groups, as well as fee-for-service reimbursements.
We generally invest cash in money market accounts, which are classified as cash and cash equivalents. We believe we have sufficient liquidity to fund our operations at least through the next 12 months.
Our cash, cash equivalents and restricted cash increased by $49.2 million from $104.0 million at December 31, 2019, to $153.2 million at June 30, 2020. Cash generated by operating activities during the six months ended June 30, 2020, was $12.6 million, as compared cash used of $22.0 million for the six months ended June 30, 2019. The cash provided by operations during the six months ended June 30, 2020, is a function of net income of $84.0 million, adjusted for the following non-cash
operating items: depreciation and amortization of $9.3 million, share-based compensation of $1.9 million, which were offset by a change in deferred tax liability of $4.5 million, gain on sale of equity method investment of $99.3 million and earnings from equity method investments of approximately $2.9 million. Our cash provided by operating activities included a net decrease in operating assets and liabilities of $23.7 million.
Cash generated from investing activities during the six months ended June 30, 2020, was $67.2 million due primarily to the proceeds received related to the sale of UCI totaling $52.7 million and loan receivables of $16.5 million offset with cash outflow related to the purchase of marketable securities of $1.1 million, funding for an equity method investment of $0.5 million, and capital expenditures (mainly purchases of property and equipment) of $0.4
million. This is compared to cash used of $50.2 million for the six months ended June 30, 2019 due to payments for business acquisition of $41.5 million, advances on loans receivable of $6.4 million, funding for an equity method investment of $2.2 million, and capital expenditures of $0.4 million offset with dividends received of $0.3 million.
Cash used in financing activities during the six months ended June 30, 2020, was $30.5 million as compared to cash provided by financing activities of $21.6 million for the six months ended June 30, 2019. Cash used for the six months ended June 30, 2020 was due to the payments of dividends totaling $30.2 million, repayment on our term loan totaling $2.4 million and repurchase of shares of
$0.8 million, offset with proceeds from exercise of stock options and warrants of $2.9 million. This is compared to cash generated for the six months period ended June 30, 2019 due to proceeds from borrowings on our line of credit of $39.6 million, proceeds from the exercise of stock options and warrants of $0.9 million and proceeds from common stock offering of $0.2 million offset with payments of dividends and repayments on our bank loan and lines of credit totaling $10.9 million and $8.0 million, respectively.
Credit Facilities
The Company’s credit facility consisted of the following (in
thousands):
The following table presents scheduled commitments of the Company’s credit facility is to be as follows for the years ending December 31 (in thousands):
In September 2019, the Company entered into a secured credit agreement (the “Credit Agreement,” and the credit facility thereunder, the "Credit Facility") with Truist Bank (formerly known as SunTrust Bank), in its capacity as administrative agent for the lenders (in such capacity, the “Agent”), as a lender, an issuer of letters of credit and as swingline lender, and Preferred Bank, JPMorgan Chase Bank, N.A., MUFG Union Bank, N.A., Royal Bank of Canada, Fifth Third Bank and City National Bank, as lenders (the “Lenders”). In connection with the closing of the Credit Agreement, the
Company, its subsidiary, NMM, and the Agent entered into a Guaranty and Security Agreement (the “Guaranty and Security Agreement”), pursuant to which, among other things, NMM guaranteed the obligations of the Company under the Credit Agreement.
The Credit Agreement provides for a five-year revolving credit facility to the Company of $100.0 million (“Revolver Loan”), which includes a letter of credit subfacility of up to $25.0 million. The Credit Agreement also provides for a term loan of $190.0 million, (“Term Loan A”). The unpaid principal amount of the term loan is payable in quarterly installments on the last day of each fiscal quarter commencing on December 31, 2019. The principal
payment for each of the first eight fiscal quarters is $2.4 million, for the following eight fiscal quarters thereafter is $3.6 million and for the following three fiscal quarters thereafter is $4.8 million. The remaining principal payment on the term loan is due on September 11, 2024.
The proceeds of the term loan and up to $60.0 million of the revolving credit facility were used to (i) finance a portion of the AP-AMH Loan, (ii) refinance certain indebtedness of the Company and its subsidiaries and, indirectly, APC, (iii) pay transaction costs and expenses arising in connection with the Credit Agreement, the AP-AMH Loan and certain other related transactions and (iv) provide for working capital, capital
expenditures and other general corporate purposes. The remainder of the revolving credit facility will be used to finance future acquisitions and investments and to provide for working capital needs, capital expenditures and other general corporate purposes.
The Company is required to pay an annual facility fee of 0.20% to 0.35% on the available commitments under the Credit Agreement, regardless of usage, with the applicable fee determined on a quarterly basis based on the Company’s leverage ratio. The Company is also required to pay customary fees as specified in a separate fee agreement between the
Company and SunTrust Robinson Humphrey, Inc., the lead arranger of the Credit Agreement.
Amounts borrowed under the Credit Agreement will bear interest at an annual rate equal to either, at the Company’s option, (a) the rate for Eurocurrency deposits for the corresponding deposits of U.S. dollars appearing on Reuters Screen LIBOR01 Page (“LIBOR”), adjusted for any reserve requirement in effect, plus a spread of between 2.00% and 3.00%, as determined on a quarterly basis based on the Company’s leverage ratio, or (b) a base rate, plus a spread between 1.00% and 2.00%, as determined on a quarterly basis based on the Company’s leverage ratio. As of June 30,
2020, the interest rate on Term Loan A and Revolver Loan was 3.57% and 3.24%, respectively. The base rate is defined in a manner such that it will not be less than LIBOR. The Company will pay fees for standby letters of credit at an annual rate of between 2.00% and 3.00%, as determined on a quarterly basis based on the Company’s leverage ratio, plus facing fees and standard fees payable to the issuing bank on the respective letter of credit. Loans outstanding under the Credit Agreement may be prepaid at any time without penalty, except for LIBOR breakage costs and expenses. If LIBOR ceases to be reported, the Credit Agreement requires the Company and the Agent to endeavor to establish a commercially reasonable
alternative rate of interest and until they are able to do so, all borrowings must be at the base rate.
The Credit Agreement requires the Company and its subsidiaries to comply with various affirmative covenants, including, without limitation, furnishing updated financial and other information, preserving existence and entitlements, maintaining properties and insurance, complying with laws, maintaining books and records, requiring any new domestic subsidiary meeting a materiality threshold specified in the Credit Agreement to become a guarantor thereunder and paying obligations. The Credit Agreement requires the Company and its subsidiaries
to comply with, and to use commercially reasonable efforts to the extent permitted by law to cause certain material associated practices of the Company, including APC, to comply with, restrictions on liens, indebtedness and investments (including restrictions on acquisitions by the Company), subject to specified exceptions.
The Credit Agreement also contains various other negative covenants binding the
Company and its subsidiaries, including, without limitation, restrictions on fundamental changes, dividends and distributions, sales and leasebacks, transactions with affiliates, burdensome agreements, use of proceeds, maintenance of business, amendments of organizational documents, accounting changes and prepayments and modifications of subordinated debt.
The Credit Agreement requires the Company to comply with two key financial ratios, each calculated on a consolidated basis. The Company must maintain a maximum consolidated leverage ratio of not greater than 3.75 to 1.00 as of the last day of each fiscal quarter. The maximum consolidated leverage ratio decreases
by 0.25 each year, until it is reduced to 3.00 to 1.00 for each fiscal quarter ending after September 30, 2022. The Company must maintain a minimum consolidated interest coverage ratio of not less than 3.25 to 1.00 as of the last day of each fiscal quarter. As of June 30, 2020, the Company was in compliance with the covenants relating to its credit facility.
Pursuant to the Guaranty and Security Agreement, the Company and NMM have granted the Lenders a security interest in all of their assets, including, without limitation, all stock and other equity issued by their subsidiaries
(including NMM) and all rights with respect to the AP-AMH Loan. The Guaranty and Security Agreement requires the Company and NMM to comply with various affirmative and negative covenants, including, without limitation, covenants relating to maintaining perfected security interests, providing information and documentation to the Agent, complying with contractual obligations relating to the collateral, restricting the sale and issuance of securities by their respective subsidiaries and providing the Agent access to the collateral.
The Credit Agreement contains events of default, including, without limitation, failure to make a payment when due, default on various covenants in the Credit Agreement, breach of representations or warranties, cross-default
on other material indebtedness, bankruptcy or insolvency, occurrence of certain judgments and certain events under the Employee Retirement Income Security Act of 1974 aggregating more than $10.0 million, invalidity of the loan documents, any lien under the Guaranty and Security Agreement ceasing to be valid and perfected, any change in control, as defined in the Credit Agreement, an event of default under the AP-AMH Loan, failure by APC to pay dividends in cash for any period of two consecutive fiscal quarters, failure by AP-AMH to pay cash interest to the Company, or if any modification is made to the Certificate of Determination or the Special Purpose Shareholder Agreement that directly or indirectly restricts, conditions, impairs, reduces or otherwise limits the payment of the Series A Preferred dividend by APC to AP-AMH. In addition, it will constitute an event of default under
the Credit Agreement if APC uses all or any portion of the consideration received by APC from AP-AMH on account of AP-AMH’s purchase of Series A Preferred Stock for any purpose other than certain specific approved uses described in the following sentence, unless not less than 50.01% of all holders of common stock of APC at such time approve such use; provided that APC may use up to $50.0 million in the aggregate of such consideration for any purpose without any requirement to obtain such approval of the holders of common stock of APC. The approved uses include (i) any permitted investment, (ii) any dividend or distribution to the holders of the common stock of APC, (iii) any repurchase of common stock of APC, (iv) paying taxes relating to or arising from certain assets and transactions, or (v) funding losses, deficits or working capital support on account of certain non-healthcare assets in an amount not to exceed $125.0 million. If any event of default occurs and is
continuing under the Credit Agreement, the Lenders may terminate their commitments, and may require the Company and its guarantors to repay outstanding debt and/or to provide a cash deposit as additional security for outstanding letters of credit. In addition, the Agent, on behalf of the Lenders, may pursue remedies under the Guaranty and Security Agreement, including, without limitation, transferring pledged securities of the Company’s subsidiaries in the name of the Agent and exercising all rights with respect thereto (including the right to vote and to receive dividends), collect on pledged accounts, instruments and other receivables (including the AP-AMH Loan), and all other rights provided by law or under
the loan documents and the AP-AMH Loan.
In the ordinary course of business, certain of the Lenders under the Credit Agreement and their affiliates have provided to the Company and its subsidiaries and the associated practices, and may in the future provide, (i) investment banking, commercial banking (including pursuant to certain existing business loan and credit agreements being terminated in connection with entering into the Credit Agreement), cash management, foreign exchange or other financial services, and (ii) services as a bond trustee and other trust and fiduciary services, for which they have received compensation and may receive compensation in the future.
Deferred Financing Costs
In
September 2019, the Company recorded deferred financing costs of $6.5 million related to the issuance of the Credit Facility. This amount was recorded as a direct reduction of the carrying amount of the related debt liability. The deferred financing costs will be amortized over the life of the Credit Facility using the effective interest rate method.
The
Company’s average effective interest rate on its total debt during the six months ended June 30, 2020 and 2019, was 3.93% and 4.71%, respectively. Interest expense in the consolidated statements of income included amortization of deferred debt issuance costs for the three and six months ended June 30, 2020 and 2019, of $0.3 million and $0, respectively, and $0.7 million and $0, respectively.
Lines of Credit – Related Party
NMM Business Loan
On June 14, 2018, NMM amended its promissory note agreement with Preferred Bank (“NMM Business Loan Agreement”), which provides for loan availability
of up to $20.0 million with a maturity date of June 22, 2020. One of the Company’s board members is the chairman and CEO of Preferred Bank. The NMM Business Loan Agreement was subsequently amended on September 1, 2018, to temporarily increase the loan availability from $20.0 million to $27.0 million for the period from September 1, 2018 through January 31, 2019, further extended to October 31, 2019, to facilitate the issuance of an additional standby letter of credit for the benefit of CMS. The interest rate is based on the Wall Street Journal “prime rate,” plus 0.125%, or 5.625% as of December 31,
2018. The loan was guaranteed by Apollo Medical Holdings, Inc. and is collateralized by substantially all of the assets of NMM. The amounts outstanding as of June 30, 2019, of $5.0 million was fully repaid on September 11, 2019.
On September 5, 2018, NMM entered into a non-revolving line of credit agreement with Preferred Bank, which provides for loan availability of up to $20.0 million with a maturity date of September 5, 2019. This credit facility was subsequently amended on April 17, 2019, and July 29, 2019, to reduce the loan availability from $20.0 million to $16.0 million and from $16.0 million to $2.2 million, respectively.
The interest rate is based on the Wall Street Journal “prime rate,” plus 0.125%, or 3.375% as of June 30, 2020, and 4.875% as of December 31, 2019. The line of credit is guaranteed by Apollo Medical Holdings, Inc. and is collateralized by substantially all assets of NMM. NMM obtained this line of credit to finance potential acquisitions. Each drawdown from the line of credit is converted into a five-year term loan with monthly principal payments, plus interest based on a five-year amortization schedule.
On September 11, 2019, the NMM Business Loan Agreement, dated as of June 14, 2018, between NMM and Preferred Bank, as amended, and the Line of Credit Agreement, dated as of September 5,
2018, between NMM and Preferred Bank, as amended, were terminated in connection with the closing of the credit facility. Certain letters of credit issued by Preferred Bank under the Line of Credit Agreement were terminated and reissued under the Credit Agreement. As of June 30, 2020, outstanding letters of credit totaled $14.8 million and the Company has $10.2 million available under the revolving credit facility for letters of credit.
APC Business Loan
On June 14, 2018, APC amended its promissory note agreement with Preferred Bank, which provides for loan availability of up to $10.0 million with a maturity date of June 22, 2020. This credit
facility was subsequently amended on April 17, 2019, and June 11, 2019, to increase the loan availability from $10.0 million to $40.0 million and extend the maturity date through December 31, 2020. On August 1, 2019, and September 10, 2019, this credit facility was further amended to increase loan availability from $40.0 million to $43.8 million, and decrease loan availability from $43.8 million to $4.1 million, respectively. This decrease further limited the purpose of the indebtedness under APC Business Loan Agreement to the issuance of standby letters of credit, and added as a permitted lien the security interest in all of its assets granted by APC in favor of NMM under a Security Agreement dated on or about September
11, 2019, securing APC’s obligations to NMM under, and as required pursuant to, the APC management services agreement dated as of July 1, 1999, as amended. The interest rate is based on the Wall Street Journal “prime rate,” plus 0.125%, or 3.375% and 4.875% as of June 30, 2020, and December 31, 2019, respectively.
Each of AMH, MMG, BAHA, Apollo Care Connect, AKM Medical Group, Inc. ("AKM") and SCHC has entered into an Intercompany Loan Agreement with AMM under
which AMM has agreed to provide a revolving loan commitment to each such affiliated entities in an amount set forth in each Intercompany Loan Agreement. Each Intercompany Loan Agreement provides that AMM’s obligation to make any advances automatically terminates concurrently with the termination of the management agreement with the applicable affiliated entity. In addition, each Intercompany Loan Agreement provides that (i) any material breach by the shareholder of record of the applicable Physician Shareholder Agreement or (ii) the termination of
the management agreement with the applicable affiliated entity constitutes an event of default under
the Intercompany Loan Agreement. All the intercompany loans have been eliminated in consolidation (in thousands).
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires our management to make judgments, assumptions and estimates that affect the amounts of revenue, expenses, income, assets and liabilities, reported in our consolidated financial statements and accompanying notes. Actual results and the timing of recognition of such amounts could differ from those judgments, assumptions and estimates. In addition, judgments, assumptions and estimates routinely require adjustment based on changing circumstances and the receipt of new or better information. Understanding our accounting policies and the extent to which our management uses judgment, assumptions and estimates in applying these policies, therefore, is integral to understanding our financial statements. Critical accounting policies and estimates are defined as those that are reflective of significant
judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. We summarize our most significant accounting policies in relation to the accompanying consolidated financial statements in Note 2 thereto. Please also refer to the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
New Accounting Pronouncements
See Note 2 to the accompanying consolidated financial statements for recently issued accounting pronouncements, including information on new accounting
standards and the future adoption of such standards.
As of June 30, 2020, we had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to investors.
Inflation and changing prices have had de minimis effect on our continuing operations over our two most recent fiscal years.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Interest Rate Risk
Borrowings under our Credit Agreement exposed us to interest rate risk. As of June 30, 2020, we had $245.3 million in outstanding borrowings under our Credit Agreement. The amount borrowed under the Credit Agreement bears interest at an annual rate equal to either, at the Company’s option, (a) the rate for Eurocurrency deposits for the corresponding deposits of U.S. dollars appearing on LIBOR, adjusted for any reserve requirement in effect, plus a spread of 2.00% to 3.00%, as determined on a quarterly basis based on the Company’s leverage ratio, or (b) a base rate, plus a spread of 1.00%
to 2.00%, as determined on a quarterly basis based on the Company’s leverage ratio. The base rate is defined in a manner such that it will not be less than LIBOR. The Company will pay fees for standby letters of credit at an annual rate equal to 2.00% to 3.00%, as determined on a quarterly basis based on the Company’s leverage ratio, plus facing fees and standard fees payable to the issuing bank on the respective letter of credit. A hypothetical 1% change in our interest rates would have increased or decreased our interest expense for the three months ended June 30, 2020, by $2.5 million.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of June 30, 2020, we carried out an evaluation, under the supervision and with the participation of our management, including our Co-Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our management, including Co-Chief Executive Officers and Chief Financial Officer, concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act, were effective as of June 30, 2020, to ensure that information required to be disclosed by us in this Quarterly Report on Form 10-Q or submitted under the
Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including our principal executive officers and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
There were no other changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under Exchange Act during our second fiscal quarter of 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
In the ordinary course of our business, we from time to time become involved in pending and threatened legal actions and proceedings, most of which involve claims of medical malpractice related to medical services that are provided by our affiliated hospitalists. Many of the Company’s payor and provider contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of medical services, which may not come to light
until a substantial period of time has passed following contract implementation. We may also become subject to other lawsuits which could involve significant claims and/or significant defense costs, but as of the date of this Quarterly Report on Form 10-Q, except as disclosed, we are not a party to any lawsuit or proceeding, which in the opinion of management is expected to individually or in the aggregate have a material adverse effect on us or our business. The resolution of any claim or litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows or results of operations.
ITEM
1A. RISK FACTORS
Our business, financial condition and operating results are affected by a number of factors, whether currently known or unknown, including risks specific to us or the healthcare industry, as well as risks that affect businesses in general. In addition to the information and risk factors set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020. The risks disclosed in such Annual Report and in this Quarterly Report could materially adversely affect our business, financial condition, cash flows or results of operations and thus our stock price. We believe there have been no material changes in our risk factors from those
disclosed in the Annual Report except as described below. However, additional risks and uncertainties not currently known or we currently deem to be immaterial may also materially adversely affect our business, financial condition or results of operations.
These risk factors may be important to understanding other statements in this Quarterly Report and should be read in conjunction with the consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q. Because of such risk factors, as well as other factors affecting the Company’s financial condition and operating results, past financial performance should not be considered to be a reliable indicator
of future performance, and investors should not use historical trends to anticipate results or trends in future periods.
The current outbreak of the novel coronavirus disease, or COVID-19, or the future outbreak of any other highly infectious or contagious diseases, could adversely impact or cause disruption to our business, financial condition and results of operations.
An epidemic outbreak or other public health crisis nationally or in the markets where we operate could adversely affect our operations and financial results. For example, the recent outbreak of COVID-19, the World Health Organization declared a pandemic on March 11, 2020, and which the U.S. declared a national emergency on March 13, 2020, has caused governments and the private sector
globally to take a number of drastic precautionary measures to contain the spread of the coronavirus, including the restriction and suspension of in-person classes at schools, colleges and universities, the cancellation of public events and other nonessential mass gatherings and the implementation of work from home, stay at home and other quarantine directives. The potential impact and duration of the COVID-19 pandemic has had, and continues to have, a significant adverse impact across regional and global economies and financial markets. The global impact of the outbreak has been rapidly evolving and as new cases of the virus have continued, particularly in the U.S., countries around the world and states around the U.S., have reacted by instituting quarantines and restrictions on travel.
Almost every state implemented shelter-in-place or stay-at-home directives between March and May
2020, including, among others, Los Angeles and San Bernardino counties, and the state of California, where we operate. The lockdown restrictions implemented included quarantines, restrictions on travel, shelter-in-place orders, school closures, restrictions on types of business that may continue to operate, and/or restrictions on types of construction projects that could continue. These quarantines generally came with exceptions for essential healthcare and public health operations, among other essential businesses.Beginning in early May 2020, the U.S. began to lift the lockdown restrictions and allow for the reopening of businesses. The gradual reopening of retail, manufacturing, and office facilities came with required or recommended safety protocols. There is no assurance that the reopening of businesses, even if those businesses adhere to recommended safety protocols, will enable us or our subsidiaries,
VIEs, affiliated IPAs, contracted physician groups, service providers and suppliers to avoid adverse effects on our or their operations and businesses. Due to the increase in the number of COVID-19 cases after the reopening of many states beginning in early June 2020, there is no assurance that local and state governments will not reinstitute new lockdown directives.
In order to protect our employees, we have implemented a number of precautionary measures, including a work from home policy, under which the vast majority of our employees currently operate. Such measures may have a substantial impact on employee attendance
or productivity, or adversely affect our ability to recruit, attract or retain skilled personnel, which in turn may adversely affect our operations, including our ability to effectively provide management services to our affiliated IPAs and contracted physician groups in compliance with regulatory requirements. An extended outbreak may also result in disruptions to critical infrastructures and our supply chains and the supply chains of our affiliated IPAs and contracted physician groups, including the supply of pharmaceuticals and medical supplies. The duration and extent of the impact from the coronavirus outbreak depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the extent and effectiveness of containment actions. If we are not able to respond to and manage the impact of such events effectively, our business could be harmed.
Although
the Company’s operations have not been directly affected as of the date of this Quarterly Report on Form 10-Q, the Company is also monitoring potential impacts from weeks of widespread protests and civil unrest that began at the end of May 2020 related to efforts to institute law enforcement and other social and political reforms.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended June 30, 2020, the Company issued an aggregate of 214,033 shares of common stock and received approximately $1,976,152 from the exercise of certain warrants at exercise prices ranging between $9.00 and $10.00 per share. The foregoing issuances were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, and/or Regulation D promulgated thereunder.
The schedules and exhibits thereof have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
