SECURITIES & EXCHANGE COMMISSION EDGAR FILING
Apollo Medical Holdings, Inc.
Form: 10-K
Date Filed: 2017-06-29
Corporate Issuer CIK: 1083446
© Copyright 2017, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2017
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
For the transition period from ___________ to ____________
Commission File No.
001-37392
Apollo Medical Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
State of Incorporation
20-8046599
IRS Employer Identification No.
700 North Brand Blvd., Suite 1400
Glendale, California 91203
(Address of principal executive offices)
(818) 396-8050
(Issuer’s telephone number)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each Class
Name of each Exchange on which Registered
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes ¨ No x
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that registrant was required to submit
and post such files).
Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein and, will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ¨
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. (Check one):
Large accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Accelerated filer ¨
Smaller reporting company ☒
Emerging growth company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
The aggregate market value of the shares of voting common stock held by non-affiliates of the Registrant computed by reference to the price at which the
common stock was last sold on OTC Pink on September 30, 2016, the last business day of the Registrant’s most recently completed second fiscal quarter, was
$13,438,161. Solely for purposes of the foregoing calculation, all of the registrant’s directors and officers as of September 30, 2016 are deemed to be affiliates.
This determination of affiliate status for this purpose does not reflect a determination that any persons are affiliates for any other purpose.
As of June 26, 2017, there were 5,956,877 shares of common stock, $0.001 par value per share, issued and outstanding; 1,111,111 shares of Series A
Preferred Stock, $0.001 par value per share, issued and outstanding; and 555,555 shares of Series B Preferred Stock, $0.001 par value per share, issued and
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The information called for by Part III is incorporated by reference to the definitive Proxy Statement for the 2017 Annual Meeting of Stockholders of the Company
to be filed with the Securities and Exchange Commission not later than 120 days after March 31, 2017.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
FORM 10-K
FOR THE YEAR ENDED MARCH 31, 2017
TABLE OF CONTENTS
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
Signatures
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PART I
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
PART II
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
PART III
Item 10
Item 11
Item 12
Item 13
Item 14
PART IV
Item 15
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PART I
INTRODUCTORY COMMENT
Unless the context dictates otherwise, references in this Annual Report on Form 10-K (the “Report”) to the “Company,” “we,” “us,” “our”, “Apollo”,
“ApolloMed” and similar words are to Apollo Medical Holdings, Inc. (individually, Holdings”), its wholly owned subsidiaries and affiliated medical groups, including
variable interest entities (“VIEs”).
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our results of
operations and financial operations. This discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing
elsewhere herein, and with our prior filings with the Securities and Exchange Commission (the “SEC”).
The Centers for Medicare & Medicaid Services (“CMS”) have not reviewed any statements contained in this report describing the participation of
APAACO, Inc. (“APAACO”) in the Next Generation ACO (“NGACO”) model.
FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (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, any projections of earnings, revenue or other financial
items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or
developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying
any of the foregoing.
Forward-looking statements involve risks and uncertainties. We caution that these statements are further qualified by important economic, competitive,
governmental and technological factors that could cause our business, strategy, or actual results or events to differ materially, or otherwise, from those in the
forward-looking statements in this Report.
Forward-looking statements may include the words “anticipate,” “could,” “may,” “might,” “potential,” “predict,” “should,” “estimate,” “expect,” “project,”
“believe,” “think,” “plan,” “envision,” “intend,” “continue,” “target,” “contemplate,” “budgeted,” “will” and other similar or comparable words, phrases or terminology.
These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing obligation to disclose material
information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.
Although we believe that the expectations reflected in any of 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 inherent risks and uncertainties. Some of the key factors impacting these risks and uncertainties include, but are not
limited to:
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risks related to our ability to raise capital as equity or debt to finance our ongoing operations and new acquisitions, for liquidity, or otherwise;
our ability to retain key individuals, including our Chief Executive Officer, Warren Hosseinion, M.D.
our ability to locate, acquire and integrate new businesses;
the impact of rigorous competition in the healthcare industry generally;
the impact on our business, if any, as a result of changes in the way market share is measured by third parties;
our dependence on a few key payors;
whether or not we receive an “all or nothing” annual payment from the CMS in connection with our participation in the Medicare Shared Savings
Program (the “MSSP”);
the success of our focus on our NGACO, to which we have devoted, and intend to continue to devote, considerable effort and resources, financial and
otherwise;
changes in Federal and state programs and policies regarding medical reimbursements and capitated payments for health services we provide;
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the overall success of our acquisition strategy in locating and acquiring new businesses, and the integration of any acquired businesses with our existing
operations;
industry-wide market factors and regulatory and other developments affecting our operations;
the impact of intense competition in the healthcare industry;
changing rules and regulations regarding reimbursements for medical services from private insurance, on which we are significantly dependent in
generating revenue;
changing government programs in which we participate for the provision of health services and on which we are also significantly dependent in
generating revenue;
industry-wide market factors, laws, regulations and other developments affecting our industry in general and our operations in particular;
general economic uncertainty;
the impact of any potential future impairment of our assets;
risks related to changes in accounting literature or accounting interpretations;
risks related to our ability to consummate the pending merger (the “Merger”) with Network Medical Management, Inc. (“NMM”) and, assuming the Merger
is consummated, successfully integrate our operations with those of NMM; and
the impact, including additional costs, of mandates and other obligations that may be imposed upon us as a result of new federal healthcare laws,
including the Patient Protection and Affordable Care Act (the “ACA”), the rules and regulations promulgated thereunder, any executive or regulatory
action with respect thereto and any changes with respect to any of the foregoing in the 115th Congress.
We operate in a rapidly changing industry segment. As a result, our ability to predict results, or the actual effect of future plans or strategies, based on
historical results or trends or otherwise, is inherently uncertain. While we believe that the forward-looking statements herein are reasonable, they are merely
predictions or illustrations of potential outcomes, and they involve known and unknown risks and uncertainties, many beyond our control, that are likely to cause
actual results, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements. For a detailed
description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Risk
Factors,” beginning at page 28 below.
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ITEM 1.
BUSINESS
OVERVIEW
We are a patient-centered, physician-centric integrated population health management company working to provide coordinated, outcomes-based
medical care in a cost-effective manner. Led by a management team with over a decade of experience, we have built a company and culture that is focused on
physicians providing high-quality medical care, population health management and care coordination for patients, particularly senior patients and patients with
multiple chronic conditions. We believe that we are well-positioned to take advantage of changes in the rapidly evolving U.S. healthcare industry, as there is a
growing national movement towards more results-oriented healthcare centered on the triple aim of patient satisfaction, high-quality care and cost efficiency.
We implement and operate innovative health care models to create a patient-centered, physician-centric experience. We have the following integrated,
synergistic operations:
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Hospitalists, which includes our contracted physicians who focus on the delivery of comprehensive medical care to hospitalized patients;
An MSSP accountable care organization (“ACO”), which focuses on providing high-quality and cost-efficient care to Medicare FFS patients;
NGACO, which started operations on January 1, 2017, and focuses on providing high-quality and cost-efficient care for Medicare fee-for-service
patients;
An independent practice association (“IPA”), which contracts with physicians and provides care to Medicare, Medicaid, commercial and dual-
eligible patients on a risk- and value-based fee basis;
One clinic which we own, and which provides specialty care in the greater Los Angeles area;
Hospice care, Palliative care, and home health services, which include our at-home and end-of-life services; and
A cloud-based population health management IT platform, which was acquired in January 2016, and includes digital care plans, a case
management module, connectivity with multiple healthcare tracking devices and also integrates clinical data.
We operate in one reportable segment, the healthcare delivery segment. Our revenue streams, which are described in greater detail below in “Our
Revenue Streams and Our Business Operations”, are diversified among our various operations and contract types, and include:
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Traditional FFS reimbursement; and
Risk and value-based contracts with health plans, third party IPAs, hospitals and the NGACO and MSSP sponsored by CMS, which are the
primary revenue sources for our hospitalists, ACOs, IPAs and hospice/palliative care operations.
We serve Medicare, Medicaid, health maintenance organization (“HMO”) and uninsured patients in California. We provide services to patients, the
majority of whom are covered by private or public insurance, with a small portion of our revenue 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 mission is to transform the delivery of healthcare services in the communities we serve by implementing innovative population health models and
creating a patient-centered, physician-centric experience in a high performance environment of integrated care.
The original business owned by us was ApolloMed Hospitalists (“AMH”), a hospitalist company, which was incorporated in California in June 2001, and
which began operations at Glendale Memorial Hospital. Through a reverse merger, we became a publicly held company in June 2008. We were initially
organized around the admission and care of patients at inpatient facilities such as hospitals. We have grown our inpatient strategy by providing high-quality care
and innovative solutions for our hospital and managed care clients.
In 2012, we formed an ACO, ApolloMed Accountable Care Organization, Inc. (“ApolloMed ACO”), and an IPA, Maverick Medical Group, Inc. (“MMG”). In
2013, we expanded our service offering to include integrated inpatient and outpatient services through MMG. ApolloMed ACO participates in the MSSP, the goal
of which is to improve the quality of patient care and outcomes through more efficient and coordinated approach among providers.
In 2014, we added several complementary operations by acquiring, either directly or through affiliated entities that are wholly-owned by our Chief
Executive Officer, Warren Hosseinion, M.D., as nominee shareholder on our behalf of, AKM Medical Group, Inc. (“AKM”), an IPA, outpatient primary care and
specialty clinics and hospice/palliative care and home health entities. During fiscal 2016, we combined the operations of AKM into those of MMG.
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On July 21, 2014, through an affiliate wholly-owned by Dr. Hosseinion, as nominee shareholder on our behalf, we acquired Southern California Heart
Centers (“SCHC”), a specialty clinic that focuses on cardiac care and diagnostic testing. SCHC has a management services agreement (“MSA”) with Apollo
Medical Management, Inc. (“AMM”), pursuant to which AMM manages all non-medical services for SCHC and has exclusive authority over all non-medical
decision making related to the ongoing business operations of SCHC.
On January 12, 2016, through our wholly-owned subsidiary Apollo Care Connect, Inc. (“Apollo Care Connect”), we acquired certain technology and other
assets of Healarium, Inc., which provides us with a 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.
On November 4, 2016, through an affiliate wholly-owned by Dr. Hosseinion, as nominee shareholder on our behalf, we acquired all the stock of Bay Area
Hospitalist Associates, a Medical Corporation, a California professional corporation (“BAHA”) from Scott Enderby, D.O. (“Enderby”). BAHA is a hospitalist,
intensivist and post-acute care practice with a presence at three acute care hospitals, one long-term acute care hospital and several skilled nursing facilities in
San Francisco.
On December 21, 2016, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which NMM will merge into a wholly-
owned subsidiary of ours. NMM is one of the largest healthcare management services organizations (“MSOs”) in the United States, delivering comprehensive
healthcare management services to a client base consisting of health plans, IPAs, hospitals, physicians and other health care networks. NMM currently is
responsible for coordinating the care for over 600,000 covered patients in Southern, Central and Northern California through a network of ten IPAs with over
2,000 contracted physicians. On a pro forma basis, the combined organization, would provide medical management for over 700,000 patients through a network
of over 3,000 healthcare professionals and over 400 employees. The combination of ApolloMed and NMM brings together two complementary healthcare
organizations to form one of the nation’s largest integrated population health management companies, which we believe will be well positioned for the ongoing
transition of U.S. healthcare to value-based reimbursements. The transaction, which is expected to close in the second half of calendar year 2017, is subject to
antitrust regulatory clearance and other closing conditions, as well as approval by ApolloMed and NMM stockholders.
On January 18, 2017, CMS announced that APAACO, which is owned 50% by us, had been approved to participate in the new NGACO program (the
“NGACO Model”). Through the NGACO Model, CMS has partnered with APAACO and other ACOs experienced in coordinating care for populations of patients
and whose provider groups are willing to assume higher levels of financial risk and reward under the NGACO Model. The NGACO program began on January 1,
2017. Previously, APAACO was approved by CMS to operate a Medicare ACO, which is an entity formed by certain health care providers that accepts financial
accountability for the overall quality and cost of medical care furnished to Medicare FFS beneficiaries assigned to the entity. Typically, the health care providers
participating in a Medicare ACO continue to bill Medicare under the traditional FFS system for services rendered to beneficiaries. However, a Medicare ACO may
share in any Medicare savings achieved with respect to the aligned beneficiary population if the Medicare ACO satisfies minimum quality performance
standards. A Medicare ACO may also share in any Medicare losses recognized with respect to the aligned beneficiary population. Medicare ACOs participating
in a two-sided risk model are liable to CMS for a portion of the Medicare expenditures that exceed a benchmark.
We operate through the following subsidiaries:
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AMM
Pulmonary Critical Care Management, Inc. (“PCCM”)
Verdugo Medical Management, Inc. (“VMM”);
ApolloMed ACO;
Apollo Palliative Care Services, LLC (“APS”);
Best Choice Hospice Care LLC (“BCHC”);
Holistic Care Home Health Care Inc. (“HCHHA”);
Apollo Care Connect; and
APAACO.
We have a controlling interest in APS, which owns two Los Angeles-based companies, BCHC and HCHHA. Our palliative care services focuses on
providing relief from the symptoms and stress of a serious illness. The goal is to improve quality of life for both the patient and the patient’s family.
AMM, PCCM and VMM each operates as a physician practice management company and is in the business of providing management services to
physician practice corporations under long-term MSAs, pursuant to which AMM, PCCM or VMM, as applicable, manages certain non-medical services for the
physician group and has exclusive authority over all non-medical decision making related to ongoing business operations.
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Through AMM, we manage our other affiliates, including:
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AMH;
· MMG;
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BAHA; and
SCHC
Our physician network consists of hospitalists, primary care physicians and specialist physicians primarily through our owned and affiliated physician
groups.
Through PCCM we manage Los Angeles Lung Center (“LALC”), and through VMM we manage Eli Hendel, M.D., Inc. (“Hendel”). On January 1, 2017,
PCCM and VMM amended the MSAs entered into with LALC and Hendel, respectively. Based on our evaluation of current accounting guidance, we determined
that we no longer hold an explicit or implicit variable interest in these entities. We have consolidated the results of these entities through December 31, 2016.
The MSAs that AMM, PCCM and VMM enter into with physician groups generally provide for management fees that are recognized as earned based on
a percentage of revenues or cash collections generated by the physician practices. During fiscal 2017, we entered into two MSAs with various hospitals to
provide staffing.
On February 17, 2015, we entered into a long-term management services agreement (the “Bay Area MSA”) with a hospitalist group located in the San
Francisco Bay Area. Under the Bay Area MSA, we provide certain business administrative services, including accounting, human resources management and
supervision of all non-medical business operations. We have evaluated the impact of the Bay Area MSA and have determined that it triggers VIE accounting,
which requires the consolidation of the hospitalist group into our consolidated financial statements. On November 4, 2016, we acquired BAHA, through an
affiliate wholly-owned by Dr. Hosseinion, as nominee shareholder on our behalf. As of the date of acquisition, we obtained a controlling interest in BAHA.
During fiscal 2016, we disposed of substantially all the assets of ACC. ACC was a clinic providing care in the Los Angeles area.
ApolloMed ACO participates in the MSSP, the goal of which is to improve the quality of patient care and outcomes through more efficient and
coordinated approach among providers. In January 2017, CMS announced that APAACO was approved to participate in the NGACO Model, which began on
January 1, 2017 and the All-Inclusive Population-Based Payment (“AIPBP”) track, which began on April 1, 2017. The goal of the NGACO is to improve the
quality of patient care and outcomes through more efficient and coordinated approach among providers.
Our principal executive offices are located at 700 North Brand Blvd., Suite 1400, Glendale, California 91203 and our telephone number is (818) 396-
8050.
ApolloMed was incorporated in the State of Delaware on November 1, 1985 under the name of McKinnely Investment, Inc. On November 5, 1986
McKinnely Investment, Inc. changed its name to Acculine Industries, Incorporated and Acculine Industries, Incorporated changed its name to Siclone Industries,
Incorporated on May 24, 1988. On July 3, 2008, Apollo Medical Holdings, Inc. merged into Siclone Industries, Incorporated and Siclone Industries, Incorporated,
as the surviving entity from the merger, simultaneously changed its name to Apollo Medical Holdings Inc. Our website URL is http://apollomed.net. Information
contained on, or accessible through, our website is not a part of, and is not incorporated by reference into, this Report.
OUR INDUSTRY
U.S. healthcare spending has increased steadily over the past 20 years. According to the Centers for Medicare and Medicaid Spending (“CMS”), the
estimated total U.S. healthcare expenditures are expected to grow by 5.6% for 2016 through 2025, and 4.7 percent per year on a per capita basis. Health
Spending is projected to grow 1.2% faster than the U.S. gross domestic product (“GDP”) over the 2016 through 2025 period; as a result the health share of GDP
is expected to rise from 17.8% in 2015 to 19.9 percent by 2025.
CMS further reports that health spending growth by federal and state & local governments is projected to outpace growth by private businesses,
households, and private payers over the projection period (5.9% compared to 5.4%, respectively) in part due to ongoing strong enrollment growth in Medicare by
the baby boomer generation coupled with continued government funding dedicated to subsidizing premiums for lower income Marketplace enrollees.
Hospitalists
“Hospitalist” is the term used for doctors who are specialized in the care of patients in the hospital. This movement was initiated over a decade ago and
has evolved due to many factors. These factors include:
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convenience;
efficiency;
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financial strains on primary care doctors;
patient safety;
cost-effectiveness for hospitals; and
need for more specialized and coordinated care for hospitalized patients.
Hospital care expenditures represent the largest segment of U.S. healthcare industry spending. According to CMS estimates, total hospital spending is
anticipated to grow at an average rate of 5.5% per year for 2016 through 2025, compared to 4.9% for 2010 through 2015. The faster growth partly reflects
anticipated increases in growth in the use and intensity of hospital services by Medicare’s beneficiaries over coming decade. Hospital price growth is projected to
rise from 0.9% in 2015 to an average rate of 2.4% for 2016 through 2015 related to expected faster growth in the prices of inputs required to provide hospital
care.
Hospitalists assume the inpatient care responsibilities that are otherwise provided by the patient’s primary care physician or other attending physician
and are reimbursed by third parties using the same visit-based or procedural billing codes as are used by the primary care physician or attending physician.
Hospitalists focus exclusively on inpatient care without the distraction of outpatient care responsibilities. Additionally, by practicing each day in the same
facility, hospitalists perform consistent functions, interact regularly with the same specialists and other healthcare professionals and become accustomed to
specific and unique hospital processes, which can result in greater efficiency, less process variability and better patient outcomes. Finally, hospitalists manage
the treatment of a large number of patients with similar clinical needs and therefore develop practice expertise in both the diagnosis and treatment of common
conditions that require hospitalization. For these reasons, we believe that hospitalists generate operating and cost efficiencies and produce better patient
outcomes. Hospitalists have an increasingly important role in pushing quality through readmission prevention, infection control, electronic health records use,
patient experience scores, core measures, and appropriate use of order sets.
According to the Society of Hospital Medicine, the number of hospitalists has grown over the past decade from a few hundred to more than 52,000 at the
end of 2016, making it one of the fastest-growing medical specialties in the U.S. The percentage of hospitals using hospitalists has risen from 29% in 2003 to
72% in 2014.
During fiscal 2017, we entered into four new hospitalist service agreements, pursuant to which we provide comprehensive hospitalist services to
hospitals. As of March 31, 2017, we provided hospitalist, intensivist and physician advisor services at over 20 hospitals in Southern and Central California, and
had contracts with over 50 IPAs, medical groups, health plans and hospitals.
IPAs
An IPA is an association of independent physicians, or other organization that contracts with independent physicians, and provides services to managed
care organizations on a negotiated per capita rate, flat retainer fee, or negotiated fee-for-service (“FFS”) basis.
Medicare
The Medicare program was established in 1965 and became effective in 1967 as a federally-funded U.S. health insurance program for people aged 65
and older, and it was later expanded to include individuals with end-stage renal disease and certain disabled persons, regardless of income or age. Initially,
Medicare was offered only on an FFS basis. Under the Medicare FFS payment system, an individual can choose any licensed physician enrolled in Medicare
and use the services of any hospital, healthcare provider or facility certified by Medicare. CMS reimburses providers, based on a fee schedule, if Medicare
covers the service and CMS considers it medically necessary.
Growth in Medicare spending is expected to continue to increase due to population demographics. By the year 2030, the number of these elderly
persons is expected to climb to 72.8 million, or 20.3% of the total U.S. population.
Medicare Advantage is a Medicare health plan program developed and administered by CMS as an alternative to the traditional FFS Medicare program.
Medicare Advantage plans contract with CMS to provide benefits to beneficiaries for a fixed premium per member per month (“PMPM”). According to the Kaiser
Family Foundation (“Kaiser”), in 2016 Medicare Advantage represented only 31% of total Medicare members, creating a significant opportunity for additional
Medicare Advantage penetration of newly eligible seniors. The share of Medicare beneficiaries in such plans has risen rapidly in recent years; according to
Kaiser, it reached approximately 33% by the end of open enrollment period in 2017 from approximately 13% in 2004. The reasons for this include that plan costs
can be significantly lower than the corresponding cost for beneficiaries in the traditional Medicare FFS program, and plans typically provide extra benefits and
provide preventive care and wellness programs.
Many health plans subcontract a significant portion of the responsibility for managing patient care to integrated medical systems such as us. These
integrated healthcare systems, whether medical groups or IPAs, offer a comprehensive medical delivery system and sophisticated care management know-how
and infrastructure to more efficiently provide for the healthcare needs of the population enrolled with that health plan. Reimbursement models for these
arrangements vary around the country. In California, health plans typically prospectively pay the IPA or medical group a fixed PMPM, or capitation payment,
which is often based on a percentage of the amount received by the health plan. Capitation payments to IPAs or medical groups, in the aggregate, represent a
prospective budget from which the IPA manages care-related expenses on behalf of the population enrolled with that IPA. Those IPAs or medical groups that
manage care-related expenses under the capitated levels will realize an operating profit; if care-related expenses exceed projected levels, the IPA will realize an
operating deficit.
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Integrated healthcare delivery companies such as we can utilize their medical care and quality management strategies and interventions for potential
high cost cases and aggressively manage them to improve the health of its population and therefore lower costs for these patients. Additionally, IPAs and
medical groups such as MMG have established physician performance metrics that allow them to monitor quality and service outcomes achieved by participating
physicians in order to reward efficient, high quality care delivered to members and to initiate improvement efforts for physicians whose results can be enhanced.
We provide managed care services through MMG, and we have entered into capitation agreements with health plans, either directly or through an MSO.
Medicaid
Medicaid is a Federal entitlement program administered by the states that provides healthcare and long-term care services and support to low-income
Americans. Medicaid is funded jointly by the states and the Federal government. The Federal government guarantees matching funds to states for qualifying
Medicaid expenditures based on each state’s Federal medical assistance percentage, which is calculated annually and varies inversely with the average
personal income in the state. Each state establishes its own eligibility standards, benefit packages, payment rates and program administration within Federal
guidelines. In an effort to improve quality and provide more uniform and cost-effective care, many states have implemented Medicaid managed care programs to
improve access to coordinated care, to improve preventive care and to control healthcare costs. Under Medicaid managed care programs, a health plan receives
capitation payments from the state. The health plan then arranges for healthcare services to be provided by contracting either directly with providers or with IPAs
and medical groups, such as MMG. MMG has entered into capitation agreements with health plans, either directly or through an MSO.
Commercial
Patients enrolled in health plans offered through their employers are generally referred to as commercial members. According to the United States
Census Bureau, in 2014, the last year for which data is available, approximately 55.4% of non-elderly U.S. citizens received their healthcare benefits through
their employers, which contracted with health plans to administer these healthcare benefits. Nationally, commercial employer-sponsored health plan enrollment
was approximately 150 million in 2015.
Dual Eligibles
A portion of Medicaid beneficiaries are dual eligibles, meaning that they are low-income seniors and people with disabilities who are enrolled in both
Medicaid and Medicare. Based on CMS estimates, there are approximately 10.7 million dual eligible enrollees with annual spending of approximately $285
billion. Only a small percentage of the total spending on dual eligibles is administered by managed care organizations. Dual eligibles tend to consume more
healthcare services due to their tendency to have more chronic conditions. In some states, dual eligible patients are being voluntarily enrolled and/or auto-
assigned into managed care programs. About 1.1 million low-income seniors and people with disabilities in California receive health care services through both
the Medicare and Medi-Cal (Medicaid nationally) programs.
Health Reform Acts
In an effort to reduce the number of uninsured and intending to control healthcare expenditures, President Obama signed the ACA in 2010, as amended
by the Health Care and Education Reconciliation Act of 2010 (the “Health Reform Acts”). The Health Reform Acts seek a reduction of up to 32 million uninsured
individuals by 2019, while potentially increasing Medicaid coverage by up to 16 million individuals and net commercial coverage by 16 million individuals. CMS
projects that the total number of uninsured Americans will fall to 23 million by 2023 from 45 million in 2012. The current enrollment numbers (as of February
2016) are roughly 20 million total between the ACA between the Marketplace. The uninsured rate remains at an all-time low with 10.9% of under 65 uninsured
as of 4th quarter 2016 according to CDC data. We believe that this represents a significant new market opportunity for health plans and integrated healthcare
delivery companies. Efforts to amend, or repeal and replace, the ACA and Health Reform Acts, could have a material impact on our business and market
opportunities. See Item 1A, “Risk Factors” below.
As of March 31, 2017, MMG delivered services to nearly 15,000 members through a network of over 140 primary care physicians and over 380 specialist
physicians.
ACOs
One provision of the Health Reform Acts required CMS to establish an MSSP that promotes accountability and coordination of care through the creation
of ACOs, which, as described below, are eligible to participate in some of the savings generated by such ACOs. The Medicare FFS program was designed for
beneficiaries in the Medicare FFS program. CMS established the MSSP to facilitate coordination and cooperation among providers to improve the quality of care
and reduce unnecessary costs. Eligible providers, hospitals and suppliers may participate in the MSSP by creating an ACO and then applying to CMS. MSSP
ACOs must have at least 5,000 Medicare beneficiaries in order to be eligible to participate in the program.
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The MSSP is designed to improve beneficiary outcomes and increase value of care by (1) promoting accountability for the care of Medicare FFS
beneficiaries; (2) requiring coordinated care for all services provided under Medicare FFS; and (3) encouraging investment in infrastructure and redesigned care
processes. The MSSP rewards ACOs that lower their healthcare costs while meeting performance standards on quality of care and patient satisfaction. Under
the final MSSP rules, Medicare will continue to pay individual providers and suppliers for specific items and services as it currently does under the FFS payment
system. The MSSP rules require CMS to develop a benchmark for savings to be achieved by each ACO if the ACO is to receive shared savings. An ACO that
meets the program’s quality performance standards will be eligible to receive a share of the savings to the extent its assigned beneficiary medical expenditures
are below the medical expenditure benchmark provided by CMS. A minimum savings rate (“MSR”) must be achieved before the ACO can receive a share of the
savings. Once the MSR is surpassed, all the savings below the benchmark provided by CMS will be shared 50% with the ACO. The MSR varies depending on
the number of patients assigned to the ACO, starting at 3.9% for ACOs with patients totaling 5,000 and increasing to 2% for ACOs with more than 60,000
patients. The MSSP program is an all-or-nothing system, that is, an ACO either earns all of its allocable savings or none of it. In performance year 2014 (fiscal
2016), we did not receive an MSSP payment from CMS. Although we exceeded our total benchmark expenditures, generating $3.9 million in total savings and
achieving an ACO Quality Score of 90.4% on its Quality Performance Report, CMS determined that we did not meet the minimum savings threshold in
performance year 2015 and therefore did not receive the “all or nothing” annual shared savings payment in fiscal 2017. We are eligible to be considered for an
all-or-nothing payment under this program for performance year 2016 (which, if it is paid, would be paid to us in fiscal 2018). However, we do not believe that we
will be eligible to receive payments for performance years beginning 2017, because of our transition to, and business focus on, the NGACO Model, in which we
are participating as of January 1, 2017.
CMS assigns a beneficiary to the preliminary roster of an ACO if the ACO physicians billed for a “plurality” of services during the calendar year preceding
the performance period. A plurality means the ACO physicians provided a greater proportion of primary care services, measured in terms of allowed charges,
than the physicians in any other ACO or Medicare-enrolled tax identification number. CMS sets the benchmark for each ACO using the historical medical costs of
the beneficiaries assigned to the ACO. Under the final MSSP rules, primary care physicians may only join one ACO, unless they have more than one Medicare
tax identification number.
In January 2016, CMS announced the first batch of participants in the NGACO Model. CMS is implementing the NGACO Model under section 1115A of
the Social Security Act, which authorizes CMS, through its Center for Medicare and Medicaid Innovation, to test innovative payment and service delivery models
that have the potential to reduce Medicare, Medicaid or Children’s Health Insurance Program expenditures while maintaining or improving the quality of
beneficiaries’ care. The purpose of the NGACO Model is to test an alternative Medicare ACO payment model. Specifically, this model will test whether health
outcomes improve and Medicare Parts A and B expenditures for Medicare FFS beneficiaries decrease if Medicare ACOs (1) accept a higher level of financial risk
compared to existing Medicare ACO payment models, and (2) are permitted to select certain innovative Medicare payment arrangements and to offer certain
additional benefit enhancements to their assigned Medicare FFS beneficiaries. On January 18, 2017, CMS announced that APAACO had been approved to
participate in the NGACO Model. Through this new model, CMS will partner with APAACO and other ACOs experienced in coordinating care for populations of
patients and whose provider groups are willing to assume higher levels of financial risk and reward under the NGACO Model. APAACO began operations on
January 1, 2017.
To position ourselves to participate in the NGACO Model, we have devoted, and intend to continue to devote, significant effort and resources, financial
and otherwise, to the NGACO Model, and refocused away from certain other parts of our historic business and revenue streams, which will receive less
emphasis in the future and could result in reduced revenue from these activities. No revenues were generated from the NGACO Model in fiscal 2017.
Hospice Care, Palliative Care and Home Health Organizations
Hospice companies serve terminally ill patients and their families. Comprehensive management of the healthcare services and products needed by
hospice patients and their families are provided through the use of an interdisciplinary team. Depending upon a patient’s needs, each hospice patient is assigned
an interdisciplinary team comprised of a physician, nurse(s), home health aide(s), social worker(s), chaplain, dietary counselor and bereavement coordinator, as
well as other care professionals. Hospice services are provided primarily in the patient’s home or other residence, such as an assisted living residence or
nursing home, or in a hospital. Medicare’s hospice benefit is designed for patients expected to live six months or less. Hospice services for a patient can
continue, however, for more than six months, as long as the patient remains eligible as reflected by a physician’s certification.
Home health care companies provide direct home nursing and therapy services in addition to nutrition and disease management education. These
services are provided by licensed and Medicare-certified skilled nurses and other paraprofessional nursing personnel.
OUR OPERATIONS
Hospitalists
Through our affiliated physician group, AMH, we:
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Provide admission, daily rounding and discharge of patients at acute care hospitals and long-term acute hospitals for health plans, hospitals and IPAs
Evaluate patients in the emergency room to determine if they may be safely discharged to home, a skilled nursing facility or other facility
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Provide physician advisor consultative services for hospitals, which entails meeting daily with hospital case managers to review the charts, lab studies
and imaging studies of hospitalized patients to determine if they meet criteria for continued stay in the hospital, to determine observation versus inpatient
status and to evaluate proper coding
Provide intensivist/ICU services for hospitals
Provide out-of-network to in-network transfers of patients for health plans and IPAs
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IPA
Our IPA is a network of independent primary care physicians and specialists who collectively care for HMO patients under either a capitated payment or
FFS arrangement. Under the capitated model, an HMO pays our IPA a PMPM rate, or a “capitation” payment, and then assigns our IPAs the responsibility for
providing the physician services required by the applicable patients. The physicians in our IPA are exclusively in control of, and responsible for, all aspects of the
practice of medicine for our patients. Our IPA enters into contracts with HMOs, either directly or through a risk-shifting arrangement with MSOs, to provide
physician services to enrollees of the HMOs. Most of the HMO agreements have an initial term of two years renewing automatically for successive one-year
terms. The HMO agreements generally provide for a termination by the HMOs for cause at any time, although we have never experienced a termination. The
HMO agreements generally allow either party to terminate the HMO agreements without cause with a four to six month notice.
Through our IPA, we provide the following services:
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Physician recruiting
Physician contracting
· Medical management, including utilization management and quality assurance
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Provider relations
· Member services, including annual wellness evaluations
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Education of physicians on proper coding
Data collection and analysis
Pre-negotiating contracts with specialists, labs, imaging centers, nursing homes and other vendors
Our IPA entered into an agreement with an MSO to receive 98% of the gross revenue received for all enrollees attributable to us during the term of the
provider service agreement (“PSA”) and we are responsible for all medical services required by the enrollees.
ACOs
We currently own one MSSP ACO, ApolloMed ACO, and co-own one NGACO with NMM, APAACO. ACOs are entities that contract with CMS to serve
the Medicare FFS population with the goal of better care for individuals, improved health for populations and lower costs. ACOs share savings with CMS to the
extent that the actual costs of serving assigned beneficiaries are below certain trended benchmarks of such beneficiaries and certain quality performance
measures are achieved.
ApolloMed ACO
In 2012, we formed an MSSP ACO, ApolloMed ACO, which focuses on providing high-quality and cost-efficient care to Medicare FFS patients. Through
ApolloMed ACO, we provide the following services for its physicians and patients:
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Population health management, a population health management and analytics platform to analyze monthly claims data from CMS and data collected
from each physician’s practice
Care coordination in the inpatient and outpatient settings using case managers
High-risk management of patients with multiple chronic conditions
Educating our physicians. For example, we have a partnership with Boehringer Ingelheim to educate our physicians on patients with chronic obstructive
pulmonary disease
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Services for our patients. For example, we have a partnership with Rite Aid to provide health education, medication reconciliation and motivational
interviewing for our patients
Promote use of evidence-based medicine by our physicians
As of March 31, 2017, ApolloMed ACO had over 30 physicians and nearly 2,200 Medicare FFS beneficiaries in California. The decrease in physicians
and Medicare FFS beneficiaries compared to fiscal 2016 is primarily the result of providers enrolling in our NGACO and their patients becoming beneficiaries
under our NGACO.
APAACO
On January 18, 2017, CMS announced that APAACO had been approved to participate in the NGACO Model. APAACO had applied to participate in the
NGACO Model in 2016 and had received conditional approval from CMS in August 2016. The NGACO Model is a new CMS program that builds upon previous
ACO programs. Through this new model, CMS will provide an opportunity to APAACO and other ACOs experienced in coordinating care for populations of
patients and whose provider groups are willing to assume higher levels of financial risk and reward to participate in this new attribution-based risk sharing model.
As discussed in more detail below, there are different levels of financial risk and reward a NGACO may select, and the extent of risk and reward may be limited
on a percentage basis.
APAACO began operations on January 1, 2017. Under the NGACO Model, APAACO will be responsible for the medical management and care
coordination of over 32,000 Medicare beneficiaries in California. This number may decrease due to beneficiaries who join a managed care (HMO) plan, pass
away or move out of the our service area. In 2016, in advance of commencing our participation in the program, APAACO signed agreements with over 700
providers, including more than 590 physicians, 18 hospitals, more than 15 skilled nursing facilities and multiple labs, radiology centers, outpatient surgery
centers, dialysis clinics and other service providers. Under the terms of our agreements with these parties, the NGACO Model providers, including hospitals,
agreed to receive 100% of their claims for ACO beneficiaries reimbursed by APAACO. APAACO negotiated discounted Medicare rates with multiple physicians
and other service providers, discounted diagnosis-related group rates with multiple hospitals and discounted resource utilization group rates with multiple skilled
nursing facilities.
In connection with the approval by CMS for APAACO to participate in the NGACO Model, CMS and APAACO have entered into a Next Generation ACO
Model Participation Agreement (the “Participation Agreement”). AMM has a long-term MSA with APAACO. The term of the Participation Agreement is two
performance years, through December 31, 2018. CMS may offer to renew the Participation Agreement for an additional two performance years. Additionally, the
Participation Agreement may be terminated sooner by CMS as specified therein, and CMS has the authority to alter or change the program over this time period.
Among many requirements to be eligible to participate in the NGACO Model, ACOs must have at least 10,000 assigned Medicare beneficiaries and must
maintain that number throughout each performance year. APAACO started its performance year with 32,078 assigned Medicare beneficiaries.
The NGACO Model uses a prospectively-set cost benchmark, which is established prior to the start of each performance year. The benchmark is based
on four factors:
Baseline: The 2017 performance year NGACO Model baseline for APAACO is based on calendar year 2014 expenditures. The baseline is updated each
year to reflect the NGACO’s participant list for the given year.
Trend: A projected trend that is similar to the national projected trend used in the Medicare Advantage program.
Risk Adjustment: To account for differing medical condition acuity of an ACO’s beneficiaries. The risk adjustment is based on Hierarchical Condition
Category (“HCC”) risk scores. The ACO’s full HCC risk score has an annual cap of up to 3%.
Discount: Unlike the MSSP ACO program, the NGACO Model does not utilize a Minimum Savings Rate. Instead, CMS applies a discount to the
benchmark once the baseline has been calculated, trended and risk-adjusted. The base discount is 2.25% and can range from 0% to 3% depending on the three
factors of (1) regional efficiency, (2) national efficiency and (3) quality score attained by the ACO.
NGACOs must provide a financial guarantee to CMS. The financial guarantee must be in an amount equal to 2% of its total capped Medicare Part A and
Part B expenditures for beneficiaries. CMS allows the following forms of financial guarantees: (1) funds placed in an escrow amount; (2) a line of credit as
evidenced by a letter of credit upon which only CMS may draw; or (3) a surety bond.
APAACO’s total capped Medicare Part A and Part B expenditures were approximately $335 million for performance year 1, and therefore APAACO
submitted a letter of credit for $6.7 million to CMS.
As required by the Participation Agreement, APAACO shall maintain an aligned population of at least 10,000 beneficiaries during each performance
year. APAACO and its participants may not participate in any other Medicare shared savings initiatives. APAACO shall require its participants and preferred
providers to make medically necessary covered services available to beneficiaries in accordance with applicable laws, regulations and guidance.
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APAACO shall implement processes and protocols that relate to specified objectives for patient-centered care consistent with the NGACO model. In
connection therewith, APAACO shall require its participants to comply with and implement these designated processes and protocols, and shall institute remedial
processes and penalties, as appropriate, for participants that fail to comply with or implement a required process or protocol.
CMS shall use the APAACO’s quality scores calculated under the relevant provisions of the Participation Agreement to determine, in part, its
“Performance Year Benchmark”. CMS shall assess APACO’s quality performance using the quality measures set forth in the Participation Agreement and the
quality measure data required to be reported by APAACO as set forth in the Participation Agreement. CMS shall use APAACO’s performance on each of the
quality measures to calculate its total quality score according to a methodology to be determined by CMS prior to the start of each performance year. For each
performance year, CMS shall determine APAACO’s Performance Year Benchmark. No later than 15 days before the beginning of each performance year, CMS
shall provide the ACO with a Performance Year Benchmark Report consisting of APAACO’s Performance Year Benchmark. On a quarterly basis during each
performance year, CMS shall provide APAACO with a Quarterly Financial Report. The Quarterly Financial Report may comprise adjustments to the Performance
Year Benchmark resulting from updated information regarding any factors that affect the Performance Year Benchmark calculation.
For each performance year, APAACO shall submit to CMS its selections for risk arrangement; the amount of a savings/loss cap; alternative payment
mechanism; benefits enhancements, if any; and its decision regarding voluntary alignment under the NGACO Model. APAACO must obtain CMS consent before
voluntarily discontinuing any benefit enhancement during a performance year.
For each performance year, CMS shall pay APAACO in accordance with the alternative payment mechanism, if any, for which CMS has approved
APAACO; the risk arrangement for which APAACO 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 APAACO setting
forth the amount of any shared savings or shared losses and the amount of other monies owed. If CMS owes APAACO shared savings or other monies owed,
CMS shall pay the ACO in full within 30 days after the date on which the relevant settlement report is deemed final, except as provided in the Participation
Agreement. If APAACO owes CMS shared losses or other monies owed as a result of a final settlement, APAACO shall pay CMS in full within 30 days after the
relevant settlement report is deemed final. If APAACO fails to pay the amounts due to CMS in full within 30 days after the date of a demand letter or settlement
report, CMS shall 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
APAACO.
Unless specifically permitted under the Participation Agreement, APAACO participants, preferred providers and other individuals or entities performing
functions and services related to ACO activities are prohibited from providing gifts or other remuneration to beneficiaries to induce them to receive items or
services from APAACO, its participants or preferred providers, or to induce them to continue to receive items or services from APAACO, its participants or
preferred providers.
APAACO shall maintain the privacy and security of all NGACO-related information that identifies individual beneficiaries in accordance with the Health
Insurance Portability and Accountability Act of 1996 (“HIPAA”), Privacy and Security Rules and all relevant HIPAA guidance applicable to the use and disclosure
of protected health information by covered entities, as well as applicable state laws and regulations.
The Participation Agreement requires APAACO to report specified information on a publicly accessible website maintained by it, which information
includes organizational information, shared savings and shares losses information, and performance on quality measures.
The NGACO Model offers two risk arrangement options. In Arrangement A, the ACO takes 80% of Medicare Part A and Part B risk. In Arrangement B,
the ACO takes 100% of Medicare Part A and Part B risk. Under each risk arrangement, the ACO can cap aggregate savings and losses anywhere between 5% to
15%. The cap is elected annually by the ACO. APAACO has opted for Risk Arrangement A and a shared savings and losses cap of 5%.
The NGACO Model offers four payment mechanisms:
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Payment Mechanism #1: Normal fee-for-service.
Payment Mechanism #2: Normal fee-for-service plus Infrastructure payments of $6 Per Beneficiary Per Month (“PBPM”).
Payment Mechanism #3: Population-Based Payments (“PBP”). PBP payments provide ACOs with a monthly payment to support ongoing ACO
activities. ACO participants and preferred providers must agree to percentage payment fee reductions, which are then used to estimate a
monthly PBP payment to be received by the ACO.
Payment Mechanism #4: AIPBP. Under this mechanism, CMS will estimate the total annual expenditures of the ACO’s aligned beneficiaries and
pay that projected amount in PBPM payments. ACOs in AIPBP may have alternative compensation arrangements with their providers, including
100% fee-for-service, discounted fee-for-service, capitation or case rates.
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APAACO began operations on January 1, 2017. APAACO opted for, and was approved by CMS to participate in, the AIPBP track, which is the most
advanced risk-taking payment model, effective April 1, 2017. APAACO is the only ACO in the United States out of 44 approved NGACOs that is participating in
the AIPBP track. Under the AIPBP track, CMS will estimate the total annual expenditures for APAACO's patients and then pay that projected amount to us in a
per-beneficiary, per-month payment. We would then be responsible for paying all Part A and Part B costs for in-network participating providers and preferred
providers with whom it has contracted.
The NGACO Model provides ACOs with additional tools not found in the ACO programs, but that are used in the Medicare Advantage program to
improve quality and lower cost, including preferred provider networks, negotiated discounts and beneficiary incentives.
AMM has entered into a long-term MSA with APAACO (the “APAACO MSA”). Under the APAACO MSA, AMM provides APAACO with care coordination,
data analytics and reporting, technology and other administrative capabilities to enable participating providers to deliver better care and lower healthcare costs for
their Medicare FFS beneficiaries. APAACO employs local operations and clinical staff to drive physician engagement and care coordination improvements.
Clinics
Our outpatient clinics provide specialty services, such as cardiology and pulmonary services. We also own an imaging center complete with magnetic
resonance imaging (MRI), compound tomography (CT), cardiac echo, ultrasound, and nuclear and exercise stress-test equipment. Our clinics focus on the
efficient delivery of ambulatory treatment and ancillary services, with an increasing emphasis on preventive care and managing chronic conditions. Our clinics
also serve as post-discharge centers for patients who have just left the hospital.
Our clinics are located within our historical core service areas in the greater Los Angeles area. The clinics have served their communities for many
years, handle approximately 25,000 patient visits per year and provide specialty services and lab and imaging services.
Hospice Care, Palliative Care and Home Health Care Operations
Our hospice care, palliative care and home health operations provide hospice care, palliative care and home health services for patients using an
interdisciplinary team composed of physicians, nurses and other healthcare workers. For hospice services, depending on the needs of the specific patient in
each case, our service team may include a physician, nurse, home health aide, medical social worker, chaplain, dietary counselor and bereavement coordinator.
Our hospice and palliative care services are provided in the patient's home, assisted living or nursing home or in a hospital. Our home health services are
provided directly in each patient’s home and may include skilled nursing and therapy services, as well as specialty programs such as disease management
education, nutrition and help with daily living activities.
Our hospice and home health services are currently offered only in Southern California, with an average daily census of about 28 hospice patients and
80 home health patients during fiscal 2017. We experienced a decrease in patients compared to fiscal 2016 primarily as a function of restructuring our
hospice/palliative care and home health operations.
STRENGTHS AND COMPETITIVE ADVANTAGES
The following are some of the material opportunities that we believe exist for our company.
Diversification
Through our subsidiaries and consolidated affiliates, we have been able to reduce our business risk and increase revenue opportunities by diversifying
our service offerings and expanding our ability to manage patient care across a horizontally integrated care network. Our revenue is spread across our
operations. Additionally, with our ability to monitor and manage care within our wide network, we are a more attractive business partner to health plans, IPAs and
health systems seeking to provide better access to care at lower costs.
Strong Management Team
Our management team has, collectively, decades of experience managing physician practices, risk-based organizations, health plans, hospitals and
health systems. Our management team members have a deep understanding of the healthcare marketplace, emerging trends and a vision for the future of
healthcare delivery that is driven by physician-driven healthcare networks.
Strong Relationships with Physicians
As of March 31, 2017, our physician network consisted of over 1,000 contracted physicians, including hospitalists, primary care physicians and specialist
physicians, through our owned and affiliated physician groups and ACO.
Long-Standing Relationships with Clients Generating Recurring Contractual Revenue
We have long-standing relationships with multiple health plans, hospitals, hospital systems and IPAs which generate recurring contractual revenue.
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Comprehensive and Effective Medical Management and Population Health Management Programs
We have developed comprehensive and effective programs for patients with multiple chronic conditions as well as hospitalized patients. Using our own
proprietary risk assessment scoring tool, we have also developed our own protocol for identifying high-risk patients. In addition, we have developed expertise in
population health management and care coordination, further expanded as a result of our recent acquisition of Apollo Care Connect. Additionally, we have
developed expertise in proper medical coding which results in improved Risk Adjustment Factor (“RAF”) scores and higher payments from health plans, both for
our own IPA patients and other client IPAs. We have also developed expertise in improving quality metrics, both in the inpatient and outpatient setting. We
believe our hospitalists have been able to improve hospital core measure quality metrics, patient satisfaction scores and financial metrics, and in the outpatient
setting, we believe that we improved the CMS Quality Score in our ACO and also improved the STAR rating of our IPA. CMS implemented a five-star quality
rating for participants in the Medicare Advantage program in 2008.
OUR REVENUE STREAMS
We generate revenue through various contractual agreements which vary in both structure and by type of business operation. These contracts are multi-
year renewable contracts that include traditional FFS, capitation, case rates, and professional and institutional risk contracts. Our revenue streams consist of
contracted, FFS, capitation and MSSP revenue.
Contracted revenue
Contracted revenue represents revenue generated under management agreements for which we provide physician and other healthcare staffing and
administrative services in return for a contractually negotiated fee. Contracted revenue consists primarily of billings based on hours of healthcare staffing
provided at agreed-upon hourly rates. Additionally, contracted revenue also includes supplemental revenue from hospitals where we may have an FFS contract
arrangement or provide physician advisory services to the medical staff at a specific facility. Such contract terms generally either provides for a fixed monthly
dollar amount or a variable amount based upon measurable monthly activity, such as hours staffed, patient visits or collections per visit, compared to a minimum
activity threshold. Such supplemental revenues based on variable arrangements are usually contractually fixed on a monthly, quarterly or annual basis
considering the variable factors negotiated in each such agreement. Additionally, we derive a portion of our revenue as a contractual bonus from collections
received by our partners and such revenue is contingent upon the collection of third-party billings. In certain cases, the revenue is also subject to achieving
certain quality metrics.
FFS revenue
FFS revenue represents revenue earned under agreements in which we bill and collects the professional component of charges for medical services
rendered by our contracted and employed physicians. Under our FFS arrangements, we bill patients for services provided and receive payment from patients or
their third-party payors. FFS revenue is reported net of contractual allowances and policy discounts. All services provided are expected to result in cash flows
and are therefore reflected as net revenue in our consolidated financial statements. The recognition of net revenue (gross charges less contractual allowances)
from patient visits is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to our billing center
for medical coding and entering into our 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 for such services.
Capitation revenue
Capitation revenue represents revenue that we generate based on agreements that generally make us liable for excess medical costs. The use of
capitation under PSAs is intended to control the use of health care resources by putting us at financial risk for services provided to patients. Capitation is a fixed
amount of money per patient per unit of time paid in advance for the delivery of health care services. The actual amount of money paid to us is determined by
the ranges of services that we provide, the number of patients involved, and the period of time during which the services are provided. Capitation rates under our
PSAs are generally based on local costs and average utilization of services. To ensure that contracting physicians provide necessary care to their patients, we
monitor and measure rates of resource utilization in physician practices and submit reports to appropriate regulators. These reports are made available to the
public as a measure of health care quality, and can be linked to financial rewards, such as bonuses. For example, we receive incentives under “pay-for-
performance” programs for quality medical care, based on various criteria.
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 receive more and those with lower acuity enrollees
receive less. Under risk adjustment, capitation is determined based on health severity, measured using patient encounter data. Capitation is paid on an interim
basis based on data submitted for the enrollee for the preceding year and is adjusted in subsequent periods after the final data is compiled.
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MSSP Revenue
Through our subsidiary, ApolloMed ACO, we participate in the MSSP sponsored by CMS. The MSSP allows ACO participants to share in cost savings it
generates in connection with rendering medical services to Medicare patients. Payments to ACO participants, if any, are calculated annually and paid once a
year by CMS on cost savings generated by the ACO participant relative to the ACO participants’ CMS benchmark. Under the MSSP program, an ACO either
receives the full amount of its allocable cost savings or nothing. The MSSP is a newly formed program with minimal history of payments to ACO participants.
Under the final MSSP rules, Medicare will continue to pay individual providers and suppliers for specific items and services as it currently does under the FFS
payment methodologies. The MSSP rules require CMS to develop a benchmark for savings to be achieved by each ACO if the ACO is to receive shared savings.
An ACO that meets the MSSP’s quality performance standards will be eligible to receive a share of the savings to the extent its assigned beneficiary medical
expenditures are below the medical expenditure benchmark provided by CMS. An MSR must be achieved before the ACO can receive a share of the savings.
Once the MSR is surpassed, all the savings below the benchmark provided by CMS will be shared 50% with the ACO. The MSR varies depending on the
number of patients assigned to the ACO, starting at 3.9% for ACOs with patients totaling 5,000 and increasing to 2% for ACOs with more than 60,000 patients.
We consider revenue, if any, under the MSSP, as contingent upon the realization of program savings as determined by CMS, and are not considered
earned and therefore are not recognized as revenue until notice from CMS that cash payments are to be imminently received. We received an MSSP payment in
fiscal 2015 but we did not receive an MSSP payment in fiscal 2016 or fiscal 2017. We are eligible to be considered for an all-or-nothing payment under this
program for performance year 2016 (which, if it is paid, would be paid to us in fiscal 2018). However, we do not believe that we will be eligible to receive
payments for performance years beginning 2017, because of our transition to, and business focus on, the NGACO Model, in which we are participating as of
January 1, 2017.
NGACO Model
Through APAACO, we participate in the NGACO Model sponsored by CMS. For each performance year, CMS will determine APAACO’s Performance
Year Benchmark. No later than 15 days before the beginning of each performance year, CMS will provide APAACO with a Performance Year Benchmark Report
consisting of APAACO’s Performance Year Benchmark. On a quarterly basis during each performance year, CMS shall provide APAACO with a Quarterly
Financial Report. The Quarterly Financial Report may comprise adjustments to the Performance Year Benchmark resulting from updated information regarding
any factors that affect the Performance Year Benchmark calculation. For each performance year, APAACO will submit to CMS its selections for risk
arrangement; the amount of a savings/loss cap; alternative payment mechanism; benefits enhancements, if any; and its decision regarding voluntary alignment
under the NGACO model. APAACO must obtain CMS consent before voluntarily discontinuing any benefit enhancement during a performance year.
For each performance year, CMS will pay APAACO in accordance with the alternative payment mechanism, if any, for which CMS has approved
APAACO; the risk arrangement for which APAACO 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 APAACO setting
forth the amount of any shared savings or shared losses and the amount of other monies owed. If CMS owes APAACO shared savings or other monies owed,
CMS will pay APAACO in full within 30 days after the date on which the relevant settlement report is deemed final, except as provided in the Participation
Agreement. If APAACO owes CMS shared losses or other monies owed as a result of a final settlement, APAACO shall pay CMS in full within 30 days after the
relevant settlement report is deemed final. If APAACO fails to pay the amounts due to CMS in full within 30 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
APAACO.
Our NGACO operations began on January 1, 2017. APAACO was approved to participate in the AIPBP track, which is the most advanced risk-taking
payment model, effective April 1, 2017. APAACO is the only ACO in the United States out of 44 approved NGACOs that is participating in the AIPBP model.
Under the AIPBP track, CMS will estimate the total annual expenditures for APAACO's patients and then pay that projected amount to us in a per-beneficiary,
per-month payment. We would then be responsible for paying all Part A and Part B costs for in-network participating providers and preferred providers with
whom it has contracted.
No revenues were generated from the NGACO Model in fiscal 2017 and management is in the process of evaluating the appropriate revenue
recognition.
Hospitalist Agreements
During the year, we entered into several new hospitalist agreements with hospitals, whereby we earn a stipend fee plus a fee based on an agreed
percentage of fee-for-service collections. The fee is recorded at an amount net of the portion owed to the hospitals (we collect all fees on behalf of the hospitals).
The fee revenue is further reduced by a portion subject to quality metrics which is only recorded as revenue upon our meeting these metrics. We considered the
indicators of gross revenue and net revenue reporting and determined that revenue from this arrangement is recorded at net.
Types of Revenue by Business Operation
Each of our operations generates revenue in the following manners:
· Hospitalists. AMH contracts with health plans or IPAs to be paid on fee schedules or case rates to see patients and earns revenue primarily on a
contracted basis. AMH also contracts directly with hospitals for fixed monthly stipends for continuous staffing coverage.
· IPA. MMG earns revenue based on capitation payments from health plans. In California, health plans prospectively pay the IPA or medical group a fixed
PMPM amount, or capitation payment, which is often based on a percentage of the amount received by the health plan. Capitation payments to medical groups
or IPAs, in the aggregate, represent a prospective budget from which the IPA manages care-related expenses on behalf of the population enrolled with that IPA.
Those IPAs or medical groups that manage care-related expenses under the capitated levels will realize an operating profit; if care-related expenses exceed
projected levels, the IPA will realize an operating deficit.
· ACO and APAACO. ApolloMed ACO and APAACO are different versions of a “shared savings” performance model that, in each case, has contracted
with CMS and earns revenue from MSSP based on cost-savings achieved. As discussed above, the MSSP reward ACOs that lower their healthcare costs while
meeting performance standards on quality of care and patient satisfaction on an all-or-nothing basis once a year.
· Care Clinics - ApolloMed Care Clinic’s clinics receives the majority of their revenue from traditional FFS models where the physicians are paid based on
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professional fee schedules from various health plans, and also receive capitated payments from IPAs, including MMG.
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· Palliative Care, Home Health and Hospice Service Operations - APS, which includes BCHC and Holistic Health, receives both FFS and contracted
revenue. Under the home health Prospective Payment System (“PPS”) of reimbursement, for Medicare and Medicare Advantage programs paid at episodic
rates, we estimate net revenues to be recorded based on a reimbursement rate which is determined using relevant data, relating to each patient’s health status
including clinical condition, functional abilities and service needs, as well as applicable wage indices to give effect to geographic differences in wage levels of
employees providing services to the patient. Billings under PPS are initially recognized as deferred revenue and are subsequently amortized into revenue over
an average patient treatment period. The process for recognizing revenue to be recorded is based on certain assumptions and judgments, including (i) the
average length of time of each treatment as compared to a standard 60 day episode; (ii) any differences between the clinical assessment of and the therapy
service needs for each patient at the time of certification as compared to actual experience; and (iii) the level of adjustments to the fixed reimbursement rate
relating to patients who receive a limited number of visits, are discharged but readmitted to another agency within the same 60-day episodic period or are
subject to certain other factors during the episode. Revenues for hospice are recorded on an accrual basis based on the number of days a patient has been on
service at amounts equal to an estimated payment rate. The payment rate is dependent on whether a patient is receiving routine home care, general inpatient
care, continuous home care or respite care. Adjustments to Medicare revenues are recorded based on an inability to obtain appropriate billing documentation or
authorizations acceptable to the payor or other reasons unrelated to credit risk.
Key Payors
We have a few key payors that represent a significant portion of our net revenue. For the fiscal year ended March 31, 2017, four payors accounted for
approximately 47.2% of our net revenue. For the fiscal year ended March 31, 2016, three payors accounted for 55.4% of our net revenue.
Governmental - Medicare/Medi-Cal
L.A Care
Allied Physicians
HealthNet
GEOGRAPHIC COVERAGE
Year Ended
March 31,
2017
Year Ended
March 31,
2016
18.8 %
13.1 %
8.5 %
6.8%
29.8%
15.7%
0.0%
9.9%
Our business and operations are located exclusively in California, and all of our revenue is derived from our operations in California. As of March 31,
2017, through our managed physician practices, we provided hospitalist services at more than 20 acute-care hospitals and long-term acute care facilities in
California, and operated one specialty medical clinic in the Los Angeles area. MMG provides primary and specialist care through its contracted physicians to
over 15,000 patients throughout the greater Los Angeles area. ApolloMed ACO has nearly 2,200 Medicare beneficiaries assigned to it by CMS in California.
Additionally, we had approximately 32,000 beneficiaries in our NGACO, exclusively in California at the start of our performance year in January 2017.
OUR GROWTH STRATEGY
Our mission is to transform the delivery of health services to the communities we serve by implementing innovative population health and care
coordination models and by creating a patient-centered, physician-centric experience in a high-performing environment of integrated care.
Our current intention is to implement our strategy through a combination of organic growth and acquisitions, as well as dispositions when appropriate.
While we have taken many concrete steps to achieve our strategy, there is no guarantee that we will be successful in these endeavors and we may not achieve
our strategic goals. The principal elements of our growth strategy are:
Pursue growth opportunities in established markets . We identify growth opportunities in established markets we serve by working with our local
network physicians. Opportunities may include continued physician enrolment for MMG and ApolloMed ACO, additional or expanded hospitalist contracts, new
risk-based insurance contracts and new clinic acquisitions.
Continue to strengthen our market presence and reputation. We position ourselves to thrive in a changing healthcare environment by continuing to
build and operate high-performing, patient-centered care networks, fully engaging in health and wellness, and enhancing our reputation in our markets. We focus
particularly on patient safety, patient satisfaction, care coordination, population health and implementing clinical quality best practices across all our operations.
We measure the health status of our patients with the goal of directly improving their health.
Focus on high-quality, patient-centered care. We provide high-quality, patient-centered care in our communities. We have implemented several
initiatives to maintain and enhance the delivery of high-quality care, including clinical best practices, information technology and tools, coordination of care, home
visits, annual wellness exams and population health.
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Drive physician collaboration and alignment . We foster a collaborative approach among our physicians to provide what we believe to be clinically
superior healthcare services. We provide medical management, population health management and care coordination resources to our physicians sufficient to
support the necessary, high-quality services to our patients. We have implemented several initiatives, including active participation of physician leadership in
ApolloMed ACO, MMG and hospitalist boards and subcommittees, training programs and information technology resources. In addition, we are aligning with our
physicians in various forms of risk contracting, including pay-for-performance programs such as clinical documentation improvement to improve RAF scores and
certain programs, such as annual wellness visits, to improve Medicare Advantage STAR ratings.
Expand ambulatory services and further our population health strategies . We are flexible and competitive in a dynamic healthcare environment.
We intend to continue to add medical management and population health management resources to our ambulatory care services. We intend to pursue further
strategies in physician practice management and population health services, such as predictive analytics and telemedicine services. We also intend to pursue
the expansion of certain strategic services, such as home health care, hospice and palliative care services in an attempt to create a more comprehensive
network of healthcare services.
Pursue selective acquisitions. We believe that our philosophy, built on patient-centered healthcare and clinical quality and efficiency, gives us a
competitive advantage in expanding our services in our existing markets as well as other markets through acquisitions or partnerships. We regularly monitor
opportunities to acquire hospitalist groups, IPAs, ACOs and clinics that fit our vision and long-term strategies.
Pursue selective dispositions. We regularly monitor the performance of our operations and have curtailed, cut back on or disposed of, certain
operations that either are not performing to our expectations or are creating a financial strain on us.
Expand our relationships with payors and facilities in selective markets across the United States. We intend to explore ways to develop
relationships with existing and new health plans and hospitals in selective markets across the United States in order to participate in the growing hospitalist
medicine market, under value-based contracts.
Acquisitions and Dispositions
In furtherance of our growth strategy, we regularly evaluate opportunities to add to our portfolio of healthcare companies in areas where we do not have
a presence, in order to expand our geographic footprint, in areas where we already have a presence to increase our market share, and in areas of practice that
are complementary to our existing business model. Similarly, we periodically evaluate parts of our business that may not fit within our overall business model or
may be underperforming and, when appropriate, we may dispose of such companies.
On January 12, 2016, through our wholly-owned subsidiary Apollo Care Connect, we acquired certain technology and other assets of Healarium, Inc.
This acquisition provides us with a 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. We issued 275,000 shares of our
common stock in exchange for the acquired assets and the seller paid us $200,000.
Also during fiscal 2016, we sold substantially all the assets of ApolloMed Care Clinic (“ACC”). ACC was as clinic providing care in Los Angeles area.
The purchase price was $61,000 of which we received $10,000 in cash and the balance in the form of a non-interest bearing promissory note in the principal
amount of $51,000. We also combined the operations of one of our IPAs, AKM, into those of our other IPA, MMG.
On November 4, 2016, through an affiliated wholly-owned by Dr. Hosseinion, as nominee shareholder on our behalf, we acquired all the stock of Bay
Area Hospitalist Associates, a Medical Corporation, a California professional corporation (“BAHA”) from Scott Enderby, D.O. (“Enderby”). BAHA is a hospitalist,
intensivist and post-acute care practice with a presence at three acute care hospitals, one long-term acute care hospital and several skilled nursing facilities in
San Francisco.
Proposed Merger
On December 21, 2016, we entered into the Merger Agreement, pursuant to which NMM will merge into a wholly-owned subsidiary of ours. NMM is one
of the largest healthcare MSOs in the United States, delivering comprehensive healthcare management services to a client base consisting of health plans, IPAs,
hospitals, physicians and other health care networks. NMM currently is responsible for coordinating the care for over 600,000 covered patients in Southern,
Central and Northern California through a network of ten IPAs with over 2,000 contracted physicians. On a pro forma basis, the combined organization, would
provide medical management for over 700,000 patients through a network of over 3,000 healthcare professionals and over 400 employees. The combination of
ApolloMed and NMM brings together two complementary healthcare organizations to form one of the nation’s largest integrated population health management
companies, which we believe will be well positioned for the ongoing transition of U.S. healthcare to value-based reimbursements. The transaction, which is
expected to close in the second half of calendar year 2017, is subject to antitrust regulatory clearance and other closing conditions, as well as approval by
ApolloMed and NMM stockholders.
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For all purposes of this report, unless expressly indicated otherwise, we have discussed our present and intended operations, opportunities and
challenges without consideration of the Merger or the effect of the Merger, if and should it be consummated.
CORPORATE PRACTICE OF MEDICINE
Our consolidated financial statements include our accounts and those of our subsidiaries and certain affiliated medical practices. Some states have laws
that prohibit business entities with non-physician owners, such as us, from practicing medicine, which are generally referred to as corporate practice of medicine.
States that have corporate practice of medicine laws require only physicians to practice medicine, exercise control over medical decisions or engage in certain
arrangements with other physicians, such as fee-splitting. California is a corporate practice of medicine state. Therefore, in California, we operate by maintaining
long-term management service agreements with our affiliates, each of which are owned and operated by physicians only, and which employ or contract with
additional physicians to provide hospitalist services. Under MSAs, we provide and perform all non-medical management and administrative services, including
financial management, information systems, marketing, risk management and administrative support. The management agreements typically have an initial term
of 20 years unless terminated by either party for cause. These MSAs are not terminable by our affiliates, except in the case of gross negligence, fraud, or other
illegal acts by us, or our bankruptcy.
Through the MSAs and our relationship with the physician owners of our medical affiliates, we have exclusive authority over all non-medical decisions
related to the ongoing business operations of those affiliates. Consequently, we consolidate the revenue and expenses of our affiliates from the date of execution
of the management agreements, as the primary beneficiary of these VIEs.
When necessary, Dr. Hosseinion, our Chief Executive Officer, serves as nominee shareholder, on our behalf, of affiliated medical practices, in order to
comply with corporate practice of medicine laws and certain accounting rules applicable to consolidated financial reporting by our affiliates, as VIEs.
COMPETITION
The healthcare industry is highly competitive and fragmented across all of our services and operations. We compete for customers with many other
healthcare providers, including local physicians and practice groups as well as local, regional and national networks of physicians, hospitals and other healthcare
companies, many of which are substantially larger than us and have significantly greater financial and other resources, including personnel than we have.
Hospitalists
AMH faces competition primarily from numerous small inpatient practices as well as large physician groups, many of whom have greater financial,
personnel and other resources available to them. Some of our competitors operate on a national level, such as EmCare, Team Health and Sound Physicians, In
addition, because the market for hospitalist services is highly fragmented and the ability of individual physicians to provide services in any hospital where they
have certain credentials and privileges, competition for growth in existing and expanding markets is not limited to our largest competitors.
IPAs
Our affiliated IPA, MMG, competes with other IPAs, medical groups and hospitals, many of whom have greater financial, personnel and other resources
available to them. For example, in Los Angeles, examples of our competitors include Regal Medical Group and Lakeside Medical group, which are part of the
Heritage Provider Network (“Heritage”), as well as HealthCare Partners, which is owned by DaVita HealthCare Partners (“DaVita”).
ACOs
ApolloMed ACO and APAACO compete with hospitals, sophisticated provider groups, and MSOs in the creation, administration, and management of
ACOs, many of whom have greater financial, personnel and other resources available to them. For example, in Los Angeles, competitors with APAACO include
Heritage California ACO and DaVita Medical ACO California.
Hospice Care, Palliative Care and Home Health Care
The palliative care and hospice care providers with which we compete include not-for-profit and charity-funded programs that may have strong ties to
their local communities and for-profit programs, many of whom have greater financial, personnel and other resources available to them. Home health providers
include not-for-profit and for-profit facility-based agencies, such as hospitals or nursing homes, as well as independent companies, some of which are large
publicly-traded companies and which have greater financial, personnel and other resources available to them.
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APS competes with hospice and home health agencies, many of whom have greater financial, personnel and other resources available to them. In Los
Angeles, our competitors include Vitas and Lakeview.
PROFESSIONAL LIABILITY AND OTHER INSURANCE COVERAGE
Our business has an inherent and significant risk of claims of medical malpractice against our affiliated physicians and us. Our independent physician
contractors and we pay premiums for third-party professional liability insurance that indemnifies our affiliated hospitalists and us on a claims-made basis for
losses incurred related to medical malpractice litigation. Professional liability coverage is required in order for our affiliated hospitalists to maintain hospital
privileges. Our physicians carry first dollar coverage with limits of liability equal to not less than $1,000,000 for all claims based on occurrence up to an
aggregate of $3,000,000 per year.
While we believe that our insurance coverage is adequate based upon our claims experience and the nature and risks of our business, we cannot be
certain that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us, our affiliated professional organizations or our
affiliated hospitalists in the future where the outcomes of such claims are unfavorable. We believe that the ultimate resolution of all pending claims, including
liabilities in excess of our insurance coverage, will not have a material adverse effect on our 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 our business.
We also maintain worker’s compensation, director and officer, and other third-party insurance coverage subject to deductibles and other restrictions that
we believe are in accordance with industry standards. We believe that these insurance coverage limits are appropriate based upon our claims experience and
the nature and risks of our business. However, we cannot assure that any pending or future claim will not be successful or if successful will not exceed the limits
of available insurance coverage.
REGULATORY MATTERS
Significant Federal and State Healthcare Laws Governing Our Business
As a healthcare company, our operations and relationships with healthcare providers such as hospitals, other healthcare facilities, and healthcare
professionals are subject to extensive and increasing regulation by numerous federal, state, and local government entities. These laws and regulations often are
interpreted broadly and enforced aggressively by multiple government agencies, including the U.S. Department of Health and Human Services (“HHS”), Office of
the Inspector General, the U.S. Department of Justice, CMS, and various state authorities. We have included brief descriptions of some, but not all, of the laws
and regulations that affect our business below.
Imposition of liabilities associated with a violation of any of these healthcare laws and regulations could have a material adverse effect on our business,
financial condition and results of operations. The Company cannot guarantee that its arrangements or business practices will not be subject to government
scrutiny or be found to violate certain healthcare laws. Government investigations and prosecutions, even if we are ultimately found to be without fault, can be
costly and disruptive to our business. Moreover, changes in healthcare legislation or government regulation may restrict our existing operations, limit the
expansion of our business or impose additional compliance requirements and costs, any of which could have a material adverse effect on our business, financial
condition and results of operations.
False Claims Acts
The federal False Claims Act imposes civil liability on individuals or entities that submit false or fraudulent claims for payment to the federal government.
The False Claims Act provides, in part, that the federal government may bring a lawsuit against any person whom it believes has knowingly or recklessly
presented, or caused to be presented, a false or fraudulent request for payment from the federal government, or who has made a false statement or used a false
record to get a claim for payment approved. Private parties may initiate qui tam whistleblower lawsuits against any person or entity under the False Claims Act in
the name of the government and may share in the proceeds of a successful suit.
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The federal government has used the False Claims Act to prosecute a wide variety of alleged false claims and fraud allegedly perpetrated against
Medicare and state healthcare programs. By way of illustration, these prosecutions may be based upon alleged coding errors, billing for services not rendered,
billing services at a higher payment rate than appropriate, and billing for care that is not considered medically necessary. The government and a number of courts
also have taken the position that claims presented in violation of certain other statutes, including the federal Anti-Kickback Statute or the Stark Law, can be
considered a violation of the False Claims Act based on the theory that a provider impliedly certifies compliance with all applicable laws, regulations, and other
rules when submitting claims for reimbursement.
Penalties for False Claims Act violations include fines ranging from $5,500 to $11,000 for each false claim, plus up to three times the amount of damages
sustained by the government. A False Claims Act violation may provide the basis for the imposition of administrative penalties as well as exclusion from
participation in governmental healthcare programs, including Medicare and Medicaid. In addition to the provisions of the False Claims Act, which provide for civil
enforcement, the federal government also can use several criminal statutes to prosecute persons who are alleged to have submitted false or fraudulent claims for
payment to the federal government.
A number of states have enacted false claims acts that are similar to the federal False Claims Act. Even more states are expected to do so in the future
because Section 6031 of the DRA, amended the federal law to encourage these types of changes, along with a corresponding increase in state initiated false
claims enforcement efforts. Under the DRA, if a state enacts a false claims act that is at least as stringent as the federal statute and that also meets certain other
requirements, the state will be eligible to receive a greater share of any monetary recovery obtained pursuant to certain actions brought under the state’s false
claims act. The OIG, in consultation with the Attorney General of the United States, is responsible for determining if a state’s false claims act complies with the
statutory requirements. Currently, many states, including California have some form of state false claims act.
Anti-Kickback Statutes
The federal Anti-Kickback Statute is a provision of the Social Security Act that prohibits as a felony offense the knowing and willful offer, payment,
solicitation or receipt of any form of remuneration in return for, or to induce, (1) the referral of a patient for items or services for which payment may be made in
whole or part under Medicare, Medicaid or other federal healthcare programs, (2) the furnishing or arranging for the furnishing of items or services reimbursable
under Medicare, Medicaid or other federal healthcare programs or (3) the purchase, lease, or order or arranging or recommending the purchasing, leasing or
ordering of any item or service reimbursable under Medicare, Medicaid or other federal healthcare programs. The ACA amended section 1128B of the Social
Security Act to make it clear that a person need not have actual knowledge of the statute, or specific intent to violate the statute, as a predicate for a violation. The
OIG, which has the authority to impose administrative sanctions for violation of the statute, has adopted as its standard for review a judicial interpretation which
concludes that the statute prohibits any arrangement where even one purpose of the remuneration is to induce or reward referrals. A violation of the Anti-
Kickback Statute is a felony punishable by imprisonment, criminal fines of up to $25,000, civil fines of up to $50,000 per violation and three times the amount of
the unlawful remuneration. A violation also can result in exclusion from Medicare, Medicaid or other federal healthcare programs. In addition, pursuant to the
changes of the ACA, a claim that includes items or services resulting from a violation of the Anti-Kickback Statute is a false claim for purposes of the False
Claims Act.
Due to the breadth of the Anti-Kickback Statute’s broad prohibitions, statutory exceptions exist that protect certain arrangements from prosecution. In
addition, the OIG has published safe harbor regulations that specify arrangements that also are deemed protected from prosecution under the Anti-Kickback
Statute, provided all applicable criteria are met. The failure of an activity to meet all of the applicable safe harbor criteria does not necessarily mean that the
particular arrangement violates the Anti-Kickback Statute, but these arrangements may be subject to scrutiny and prosecution by enforcement agencies. The
conduct or business arrangement, however, does increase the risk of scrutiny by government enforcement authorities. We may be less willing than some of our
competitors to take actions or enter into business arrangements that do not clearly satisfy the safe harbors. As a result, this unwillingness may put us at a
competitive disadvantage.
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Some states have enacted statutes and regulations similar to the Anti-Kickback Statute, but which may be applicable regardless of the payor source for
the patient. These state laws may contain exceptions and safe harbors that are different from and/or more limited than those of the federal law and that may vary
from state to state. For example, California has adopted the Physician Outpatient Referral Act (“PORA”). PORA makes it unlawful for a healing arts licensee,
including physicians and surgeons, and other licensed professionals, to refer a person for certain health care services if the licensee has a financial interest, with
the person or entity that receives the referral. While the law also provides certain exemptions from this prohibition, failure to fit within an exemption in violation of
PORA can lead to a misdemeanor offense that may subject a physician to civil penalties and disciplinary action by the Medical Board of California.
Although we have established policies and procedures to ensure that our arrangements with physicians comply with current laws and applicable
regulations, we cannot assure you that regulatory authorities that enforce these laws will not determine that some of these arrangements violate the Anti-
Kickback Statute or other applicable laws. An adverse determination could subject us to liabilities under the Social Security Act, including criminal penalties, civil
monetary penalties and exclusion from participation in Medicare, Medicaid or other federal health care programs, any of which could have a material adverse
effect on our business, financial condition or results of operations.
Federal Stark Law
The Federal Stark Law, also known as the physician self-referral law, generally prohibits a physician from referring Medicare and Medicaid patients to an
entity (including hospitals) providing ‘‘designated health services,’’ if the physician or a member of the physician’s immediate family has a ‘‘financial relationship’’
with the entity, unless a specific exception applies. Designated health services include, among other services, inpatient and outpatient hospital services, clinical
laboratory services, certain imaging services, and other items or services that our affiliated physicians may order. The prohibition applies regardless of the
reasons for the financial relationship and the referral; and therefore, unlike the federal Anti-Kickback Statute, intent to violate the law is not required. Like the
Anti-Kickback Statute, the Stark Law contains a number of statutory and regulatory exceptions intended to protect certain types of transactions and business
arrangements from penalty. Unlike safe harbors under the Anti-Kickback Statute with which compliance is voluntary, an arrangement must comply with every
requirement of a Stark Law exception or the arrangement is in violation of the Stark Law.
The penalties for violating the Stark Law can include the denial of payment for services ordered in violation of the statute, mandatory refunds of any sums
paid for such services and civil penalties of up to $15,000 for each violation, double damages, and possible exclusion from future participation in the
governmental healthcare programs. A person who engages in a scheme to circumvent the Stark Law’s prohibitions may be fined up to $100,000 for each
applicable arrangement or scheme.
Some states have enacted statutes and regulations similar to the Stark Law, but which may be applicable to the referral of patients regardless of their
payor source and which may apply to different types of services. These state laws may contain statutory and regulatory exceptions that are different from those
of the federal law and that may vary from state to state.
Because the Stark Law and its implementing regulations continue to evolve, we do not always have the benefit of significant regulatory or judicial
interpretation of this law and its regulations. We attempt to structure our relationships to meet an exception to the Stark Law, but the regulations implementing
the exceptions are detailed and complex, and we cannot be certain that every relationship complies fully with the Stark Law. In addition, in the July 2008 final
Stark rule, CMS indicated that it will continue to enact further regulations tightening aspects of the Stark Law that it perceives allow for Medicare program abuse,
especially those regulations that still permit physicians to profit from their referrals of ancillary services. There can be no assurance that the arrangements
entered into by us with physicians and facilities will be found to be in compliance with the Stark Law, as it ultimately may be implemented or interpreted.
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Health Information Privacy and Security Standards
Among other directives, the Administrative Simplification Provisions of HIPAA required HHS to adopt standards to protect the privacy and security of
certain health-related information. The HIPAA privacy regulations contain detailed requirements concerning the use and disclosure of individually identifiable
health information by “HIPAA covered entities,” which include entities like the Company, our affiliated hospitalists, and practice groups.
In addition to the privacy requirements, HIPAA covered entities must implement certain administrative, physical, and technical security standards to
protect the integrity, confidentiality and availability of certain electronic health information received, maintained, or transmitted. HIPAA also implemented the use
of standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions,
including activities associated with the billing and collection of healthcare claims.
The American Recovery and Reinvestment Act enacted on February 18, 2009, included the Health Information Technology for Economic and Clinical
Health Act (“HITECH”) which modified the HIPAA legislation significantly. Pursuant to HITECH, certain provisions of the HIPAA privacy and security regulations
become directly applicable to “HIPAA business associates”.
Violations of the HIPAA privacy and security standards may result in civil and criminal penalties. Historically, these included: (1) civil money penalties of
$100 per incident, to a maximum of $25,000, per person, per year, per standard violated and (2) depending upon the nature of the violation, fines of up to
$250,000 and imprisonment for up to ten years. The passage of HITECH significantly modified the enforcement structure, creating a tiered system of civil money
penalties that range from $100 to $50,000 per violation, with a cap of $1.5 million per year for identical violations. We must also comply with the “breach
notification” regulations, which implement certain provisions of HITECH. Under these regulations, in addition to reasonable remediation, covered entities must
promptly notify affected individuals in the case of a breach of “unsecured PHI,” which is defined by HHS guidance, as well as the Secretary of HHS (the “HHS
Secretary”) and the media in cases where a breach affects more than 500 individuals. Breaches affecting fewer than 500 individuals must be reported to the HHS
Secretary on an annual basis. The regulations also require business associates of covered entities to notify the covered entity of breaches at or by the business
associate. Formal enforcement of the new breach notification regulations began on February 22, 2010.
We expect increased federal and state HIPAA privacy and security enforcement efforts. Under HITECH, state Attorneys General now have the right to
prosecute HIPAA violations committed against residents of their states. In addition, HITECH mandates that the Secretary of HHS conduct periodic compliance
audits of HIPAA covered entities and business associates. It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims
of breaches of unsecured PHI may receive a percentage of the civil monetary penalty fine or monetary settlement paid by the violator. This methodology for
compensation to harmed individuals was initially required to be in place by February 17, 2012; however, no rules or regulations implementing this methodology
have yet been adopted by HHS. HHS may nonetheless eventually establish such methodology for compensation to harmed individuals.
Many states also have laws that protect the privacy and security of confidential, personal information. These laws may be similar to or even more
stringent than the federal provisions. Not only may some of these state laws impose fines and penalties upon violators, but some may afford private rights of
action to individuals who believe their personal information has been misused.
Fee-Splitting and Corporate Practice of Medicine
Some states, including California, have laws that prohibit business entities, such as us and our subsidiaries, from practicing medicine, employing
physicians to practice medicine, exercising control over medical decisions by physicians (also known collectively as the corporate practice of medicine) or
engaging in certain arrangements, such as fee-splitting, with physicians. In these states, a violation of the corporate practice of medicine prohibition constitutes
the unlawful practice of medicine, which is a public offense punishable by fines and other criminal penalties. In addition, any physician who participates in a
scheme that violates the state’s corporate practice of medicine prohibition may be punished for aiding and abetting a lay entity in the unlawful practice of
medicine. The Company operates by maintaining long-term management contracts with affiliated professional organizations, which are each owned and
operated by physicians and which employ or contract with additional physicians to provide hospitalist services. Under these arrangements, we perform only non-
medical administrative services, do not represent that we offer medical services, and do not exercise influence or control over the practice of medicine by the
physicians or the affiliated professional organizations. The California Medical Board, as well as other state’s regulatory bodies, has taken the position that certain
physician practice management agreements that confer too much control over a physician practice violate the prohibition against corporate practice of medicine.
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We operate by maintaining long-term management contracts with affiliated professional organizations, which are each owned and operated by
physicians and other individuals, and which employ or contract with additional physicians to provide clinical services. Under these arrangements, we perform
only non-medical administrative services, do not represent that we offer medical services, and do not exercise influence or control over the practice of medicine
by the physicians or the affiliated professional organizations.
For financial reporting purposes, however, we consolidate the revenues and expenses of all our practice groups that we own or manage because we
have a controlling financial interest in these practices based on applicable accounting rules and as described in our consolidated financial statements. In states
where fee-splitting is prohibited between physicians and non-physicians, the fees that we receive through our management contracts have been established on a
basis that we believe complies with the applicable state laws.
Some of the relevant laws, regulations, and agency interpretations in the State of California and other states that have corporate practice prohibitions
have been subject to limited judicial and regulatory interpretation. Moreover, state laws are subject to change and regulatory authorities and other parties,
including our affiliated physicians, may assert that, despite these arrangements, we are engaged in the prohibited corporate practice of medicine or that our
arrangements constitute unlawful fee-splitting. If this occurred, we could be subject to civil or criminal penalties, our contracts could be found legally invalid and
unenforceable (in whole or in part), or we could be required to restructure our contractual arrangements. If we were required to restructure our operating
structures due to determination that a corporate practice of medicine violation existed, such a restructuring might include revisions of our MSAs, which might
include a modification of the management fee, and/ or establishing an alternative structure.
Deficit Reduction Act of 2005
Among other mandates, the Deficit Reduction Act of 2005 (the “DRA”) created a new Medicaid Integrity Program designed to enhance federal and state
efforts to detect Medicaid fraud, waste and abuse. Additionally, section 6032 of the DRA requires entities that make or receive annual Medicaid payments of $5.0
million or more from any one state to provide their employees, contractors and agents with written policies and employee handbook materials on federal and
state False Claims Acts and related statues. At this time, we are not required to comply with section 6032 because we receive less than $5.0 million in Medicaid
payments annually from any one state. However, we may likely be required to comply in the future as our Medicaid billings increase.
Other Federal Healthcare Compliance Laws
We are also subject to other federal healthcare laws.
In 1995, Congress amended the federal criminal statutes set forth in Title 18 of the United States Code by defining additional federal crimes that could
have an impact on our business, including “Health Care Fraud” and “False Statements Relating to Health Care Matters.” The Health Care Fraud provision
prohibits any person from knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program. As defined in this
provision of Title 18, a “healthcare benefit program” can be either a government or private payor plan. Violation of this statute may be charged as a felony
offense and may result in fines, imprisonment or both. The ACA amended section 1347 of Title 18 to provide that a person may be convicted under the Health
Care Fraud provision even in the absence of proof that the person had actual knowledge of, or specific intent to violate, the statute.
The False Statements Relating to Health Care Matters provision prohibits, in any matter involving a federal health care program, anyone from knowingly
and willfully falsifying, concealing or covering up, by any trick, scheme or device, a material fact, or making any materially false, fictitious or fraudulent statement
or representation, or making or using any materially false writing or document knowing that it contains a materially false or fraudulent statement. A violation of
this statute may be charged as a felony offense and may result in fines, imprisonment or both.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Under the Civil Monetary Penalties law of the Social Security Act, a person, including any individual or organization, may be subject to civil monetary
penalties, treble damages and exclusion from participation in federal health care programs for certain specified conduct. One provision of the Civil Monetary
Penalties law precludes any person (including an organization) from knowingly presenting or causing to be presented to any United States officer, employee,
agent, or department, or any state agency, a claim for payment for medical or other items or services that the person knows or should know (a) were not
provided as described in the coding of the claim, (b) is a false or fraudulent claim, (c) is for a service furnished by an unlicensed physician, (d) is for medical or
other items or services furnished by a person or an entity that is in a period of exclusion from the program or (e) are medically unnecessary items or services.
Violations of the law may result in penalties of up to $10,000 per claim, treble damages, and exclusion from federal healthcare programs. In addition, the OIG
may impose civil monetary penalties against any physician who knowingly accepts payment from a hospital (as well as against the hospital making the payment)
as an inducement to reduce or limit medically necessary services provided to Medicare or Medicaid program beneficiaries. Further, except as specifically
permitted under the Civil Monetary Penalties law, a person who offers or transfers to a Medicare or Medicaid beneficiary any remuneration that the person
knows or should know is likely to influence the beneficiary’s selection of a particular provider of Medicare or Medicaid payable items or services may be liable for
civil money penalties of up to $10,000 for each wrongful act.
Other State Healthcare Compliance Provisions
In addition to the state laws previously described, we may also be subject to other state fraud and abuse statutes and regulations if we expand our
operations beyond California. Many states have adopted a form of anti-kickback law, self-referral prohibition, and false claims and insurance fraud prohibition.
The scope of these laws and the interpretations of them vary from state to state and are enforced by state courts and regulatory authorities, each with broad
discretion. Generally, state laws reach to all healthcare services and not just those covered under a governmental healthcare program. A determination of liability
under any of these laws could result in fines and penalties and restrictions on our ability to operate in these states. We cannot assure that our arrangements or
business practices will not be subject to government scrutiny or be found to violate applicable fraud and abuse laws.
Knox-Keene Act and Other State Insurance Laws
Some of the medical groups and IPAs that have entered into management services agreements with us, have historically contracted with health plans
and other payors to receive a per member per month (“PMPM”) or percentage of premium capitation payment for professional (physician) services and assumed
the financial responsibility for professional services. In many of these cases, the health plans or other payors separately enter into contracts with hospitals that
directly receive payment (either a capitation or FFS payment) and assume some type of contractual financial responsibility for their institutional (hospital)
services. In some instances, the Company’s managed medical groups and IPAs have been paid by their contracting payor for the financial outcome of managing
the care dollars associated with both the professional and institutional services received by the medical groups’ and IPAs’ members. In the case of institutional
services, the medical groups and IPAs have recognized a percentage of the surplus of institutional revenues less institutional expense as the medical groups’
and IPAs’ net revenues and has also been responsible for some percentage of any short-fall in the event that institutional expenses exceed institutional
revenues. Notwithstanding, neither the Company nor any of its managed medical groups or IPAs are contractually obligated to pay claims to any hospitals or
other institutions under these arrangements. The Department of Managed Health Care (the “DMHC”) of California licenses and regulates health care service
plans pursuant to the California Knox-Keene Health Care Service Plan Act of 1975, as amended (“Knox-Keene”). We do not hold a limited Knox-Keene license.
If DMHC were to determine that we have been inappropriately taking risk for institutional and professional services as a result of our various hospital and
physician arrangements without having a limited Knox-Keene license, we may be required to obtain a limited Knox-Keene license to resolve such violations and
we could be subject to civil and criminal liability, any of which could have a material adverse effect on our business, financial condition or results of operations.
Furthermore, some states require ACOs to be registered or otherwise comply with state insurance laws. Our affiliated ACO does not currently take
financial risk, and is therefore not registered with any state insurance agency. If a state insurance agency were to determine that we have been inappropriately
operating an ACO without state registration or licensure, we may be required to obtain such registration or licensure to resolve such violations and we could be
subject to liability, which could have a material adverse effect on our business, financial condition or results of operations.
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Licensing, Certification, Accreditation and Related Laws and Guidelines
Our clinical personnel are subject to numerous federal, state and local licensing laws and regulations, relating to, among other things, professional
credentialing and professional ethics. Since the Company performs services at hospitals and other types of healthcare facilities, it may indirectly be subject to
laws applicable to those entities as well as ethical guidelines and operating standards of professional trade associations and private accreditation commissions,
such as the American Medical Association and The Joint Commission. There are penalties for non-compliance with these laws and standards, including loss of
professional license, civil or criminal fines and penalties, loss of hospital admitting privileges, and exclusion from participation in various governmental and other
third-party healthcare programs. Our ability to operate profitably will depend, in part, upon our ability and the ability of our affiliated physician organizations to
obtain and maintain all necessary licenses and other approvals and operate in compliance with applicable health care laws and regulations, including any new
laws and regulations or new interpretations of existing laws and regulations.
Professional Licensing Requirements
Our affiliated hospitalists must satisfy and maintain their individual professional licensing in each state where they practice medicine. Activities that
qualify as professional misconduct under state law may subject them to sanctions, or to even lose their license and could, possibly, subject us to sanctions as
well. Some state boards of medicine impose reciprocal discipline, that is, if a physician is disciplined for having committed professional misconduct in one state
where he or she is licensed, another state where he or she is also licensed may impose the same discipline even though the conduct occurred in another state.
Professional licensing sanctions may also result in exclusion from participation in governmental healthcare programs, such as Medicare and Medicaid, as well as
other third-party programs. Our ability to operate profitably will depend, in part, upon our ability and the ability of our affiliated physician organizations to obtain
and maintain all necessary licenses and other approvals and operate in compliance with applicable health care laws and regulations, including any new laws and
regulations or new interpretations of existing laws and regulations.
Home Health and Hospice Regulation
We have invested in business lines consisting of home health, hospice and palliative care, which require compliance with additional regulatory
requirements. For example, we must comply with laws relating to hospice care eligibility, the development and maintenance of plans of care, and the
coordination of services with nursing homes or assisted living facilities, where many of our patients live. In addition, our hospice programs are licensed as
required under state law as either hospices or home health agencies.
The following is a discussion of the regulations that we believe most significantly affect our home health and hospice business.
Licensure, Certification, Accreditation and Related Laws and Guidelines
Our agencies and facilities are subject to state and local licensing regulations ranging from the adequacy of medical care, to compliance with building
codes and environmental protection laws. To assure continued compliance with these various regulations, governmental and other authorities periodically
inspect our agencies and facilities. Additionally, our clinical professionals are subject to numerous federal, state and local licensing laws and regulations, relating
to, among other things, professional credentialing and professional ethics. Clinical professionals are also subject to state and federal regulation regarding
prescribing medication and controlled substances. Each state defines the scope of practice of clinical professionals through legislation and through the
respective Boards of Medicine and Nursing, and many states require that nurse practitioners and physician assistants work in collaboration with or under the
supervision of a physician. There are penalties for noncompliance with these laws and standards, including the loss of professional license, civil or criminal fines
and penalties, federal health care program disenrollment, loss of billing privileges, and exclusion from participation in various governmental and other third-party
healthcare programs. We operate our business to ensure that our employees and agents possess all necessary licenses and certifications.
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Reimbursement for palliative care and house call services is generally conditioned on our clinical professionals providing the correct procedure and
diagnosis codes and properly documenting both the service itself and the medical necessity for the service. Incorrect or incomplete documentation and billing
information, or the incorrect selection of codes for the level and type of service provided, could result in non-payment for services rendered or lead to allegations
of billing fraud.
Medicare Participation
To participate in the Medicare program and receive Medicare payments, our agencies and facilities must comply with regulations promulgated by CMS.
Among other things, these requirements, known as the “Conditions of Participation” relate to the type of facility, its personnel, and its standards of medical care,
as well as its compliance with state and local laws and regulations. The Conditions of Participation for hospice programs include, but may not be limited to
regulation of the: Governing Body, Medical Director, Direct Provision of Core Services, Professional Management of Non-Core Services, Plan of Care,
Continuation of Care, Informed Consent, Training, Quality Assurance, Interdisciplinary Team, Volunteers, Licensure, Central Clinical Records, Surveys and
Audits, Billing Audits/ Claims Reviews, Certificate of Need Laws and Other Restrictions, Limitations on For-Profit Ownership, Limits on the Acquisition or
Conversion of Non-Profit Health Care Organizations, and Professional Licensure.
To be eligible for Medicare payments for home health services, a patient must be “homebound” (cannot leave home without considerable or taxing
effort), require periodic skilled nursing or physical or speech therapy services, and receive treatment under a plan of care established and periodically reviewed
by a physician based upon a face-to-face encounter between the patient and the physician.
From time to time we receive survey reports containing statements of deficiencies. We review such reports and take appropriate corrective action. If a
hospice or home health agency were found to be out of compliance and actions were taken against that hospice or home health agency, this could materially
adversely affect the entity’s ability to continue to operate, to provide certain services and to participate in the Medicare and Medicaid programs, which could
materially adversely affect our business operations.
Billing Audits/Claims Reviews. The Medicare program and its fiscal intermediaries and other payors periodically conduct pre-payment or post-payment
reviews and other reviews and audits of health care claims, including hospice claims. There is pressure from state and federal governments and other payors to
scrutinize health care claims to determine their validity and appropriateness. In order to conduct these reviews, the payor requests documentation from us and
then reviews that documentation to determine compliance with applicable rules and regulations, including the eligibility of patients to receive hospice benefits, the
appropriateness of the care provided to those patients and the documentation of that care. Our claims have been subject to review and audit. We make
appropriate provisions in our accounting records to reduce our revenue for anticipated denial of payment related to these audits and reviews. We believe our
hospice programs comply with all payor requirements at the time of billing. However, we cannot predict whether future billing reviews or similar audits by payors
will result in material denials or reductions in revenue.
Professional Licensure and Participation Agreements. Many hospice employees are subject to federal and state laws and regulations governing the
ethics and practice of their profession, including physicians, physical, speech and occupational therapists, social workers, home health aides, pharmacists and
nurses. In addition, those professionals who are eligible to participate in the Medicare, Medicaid or other federal health care programs as individuals must not
have been excluded from participation in those programs at any time.
Environmental and Occupational Health
We are subject to federal, state and local regulations governing the storage, use and disposal of materials and waste products. Although we believe that
our safety procedures for storing, handling and disposing of these hazardous materials comply with the standards prescribed by law and regulation, we cannot
completely eliminate the risk of accidental contamination or injury from those hazardous materials. In the event of an accident, we could be held liable for any
damages that result and any liability could exceed the limits or fall outside the coverage of our insurance. We may not be able to maintain insurance on
acceptable terms, or at all we could incur significant costs and the diversion of our management’s attention to comply with current or future environmental laws
and regulations.
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Federal regulations promulgated by the Occupational Safety and Health Administration impose additional requirements on us including those protecting
employees from exposure to elements such as blood-borne pathogens. We cannot predict the frequency of compliance, monitoring, or enforcement actions to
which we may be subject as those regulations are implemented, and regulations might adversely affect our operations.
EMPLOYEES
As of March 31, 2017, we and our affiliated clinics had 149 employees, of whom 115 were full-time and 34 were part-time, and approximately 80 were
employed or independent contractor physicians. We also had a broader physician network which, as of March 31, 2017, consisted of approximately 1,000
additional contracted physicians who provided services to us. None of our employees is a member of a labor union, and we have never experienced a work
stoppage. We believe that we enjoy a good working relationship with our employees.
ITEM 1A. RISK FACTORS
Risk Relating to Our Business
We have a history of losses, and may have to further reduce our costs by curtailing future operations to continue as a business.
Historically, we have had operating losses and our cash flow has been inadequate to support our ongoing operations. For the fiscal year ended March
31, 2017, we had a net loss of approximately $8.7 million, and as of March 31, 2017, we had an accumulated deficit of approximately $37.7 million. Our ability to
fund our capital requirements out of our available cash and cash generated from our operations depends on a number of factors, including our ability to integrate
recently acquired businesses and continue growing our existing operations. If we cannot continue to generate positive cash flow from operations, we will have to
reduce our costs and/or try to raise working capital from other sources. These measures could materially and adversely affect our ability to operate our business
as we presently do and execute our business model.
Going Concern
As shown in the accompanying consolidated financial statements, we have incurred net loss of approximately $8.7 million and used approximately $8.1
million in cash from operating activities during the year ended March 31, 2017, and, as of March 31, 2017 have an accumulated deficit and a stockholders’ deficit
attributable to ApolloMed of approximately $37.7 million and $0.3 million, respectively. The primary source of liquidity as of March 31, 2017 is cash and cash
equivalents of approximately $8.7 million. These factors raise substantial doubt about our ability to continue as a going concern. The consolidated financial
statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that
might be necessary in the event that we cannot continue as a going concern.
We need to raise additional capital, which might not be available.
We require significant additional capital for general working capital and liquidity needs. If our cash flow and existing working capital are not sufficient to
fund our general working capital and liquidity requirements, as well as any debt service requirements, we will have to raise additional funds by selling equity,
issuing debt, borrowings, refinancing some or all of our existing debt or selling assets or subsidiaries. None of these alternatives for raising additional funds may
be available, or available on acceptable terms to us, in amounts sufficient for us to meet our requirements. Our failure to obtain any required new financing may,
if needed, require us to reduce or curtail certain existing operations or make us unable to continue to operate our business.
The Merger has not yet been consummated and the failure to consummate the Merger could have a material adverse effect on our business.
On December 21, 2016, we entered into the Merger Agreement with NMM. Consummation of the Merger is subject to antitrust regulatory clearance and
other closing conditions, as well as approval by NMM stockholders and our stockholders, none of which has yet occurred. If for any reason the Merger is not
consummated, we would have significant financial obligations to NMM in connection with previous financing transactions in which we have engaged.
Additionally, as we anticipate that NMM will be an important future source of working capital for us after the consummation of the Merger, we might lose such
additional funding. Furthermore, there are several areas of operations in which NMM and we work together, including APAACO, which is owned 50% by NMM
and 50% by us, as well as MSAs we have with certain NMM affiliates. If for any reason the Merger is not consummated, we cannot predict the effect this would
have on areas where we operate together and for which we are dependent upon significant revenue.
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The pendency of the Merger could have an adverse effect on our business, financial condition, results of operations or business prospects.
The pendency of the Merger could disrupt our business in the following ways, among others:
·
·
Our employees may experience uncertainty regarding their future roles in the company, which might adversely affect our ability to retain, recruit
and motivate key personnel; and
the attention of our management may be directed towards the completion of the Merger and other transaction-related considerations and may
be diverted from our day-to-day business operations, and matters related to the Merger may require commitments of time and resources that
could otherwise have been devoted to other opportunities that might have been beneficial to us.
Should they occur, any of these matters could adversely affect our business, financial condition, results of operations or business prospects.
Covenants in the Merger Agreement place certain restrictions on the conduct of our business prior to the closing of the Merger, including entering
into a business combination with another party.
The Merger Agreement restricts NMM and us from taking certain specified actions with respect to the conduct of its business without the other party’s
consent while the Merger is pending. These restrictions may prevent us from pursuing otherwise attractive business opportunities or other capital structure
alternatives and making other changes to our business or executing certain of its business strategies prior to the completion of the Merger, which opportunities,
alternatives or other changes could be favorable to our stockholders.
There is no assurance when or if the Merger will be completed. Any delay in completing the Merger may substantially reduce the benefits that we
expect to obtain from the Merger and any failure to complete the Merger could harm our future business and operations.
Completion of the Merger is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement. There can be no
assurance that NMM or we will be able to satisfy the closing conditions or that closing conditions beyond our respective control will be satisfied or waived. In
addition, NMM or we can agree at any time to terminate the Merger Agreement. NMM and we can also terminate the Merger Agreement under other specified
circumstances.
If the Merger is not completed within the anticipated timeframe, such delay could result in additional transaction costs or other effects associated with
uncertainty about the Merger. Furthermore, if the Merger is not completed, our ongoing businesses could be adversely affected and we will be subject to a
variety of risks associated with the failure to complete the Merger, including without limitation the following:
·
·
·
·
·
·
·
·
certain costs related to the Merger, such as legal and accounting fees, must be paid even if the Merger is not completed;
if the Merger Agreement is terminated under certain circumstances, we may be required to pay NMM a termination fee of $1.5 million;
the attention of our management may have been diverted to the Merger rather than to our operations and the pursuit of other opportunities that
could have been beneficial to us;
the potential loss of key personnel during the pendency of the Merger as employees may experience uncertainty about their future roles with the
company;
reputational harm due to the adverse perception of any failure to successfully complete the Merger;
the price of our stock may decline and remain volatile;
we have been subject to certain restrictions on the conduct of our businesses which may have prevented us from making certain acquisitions or
dispositions or pursuing certain business opportunities while the Merger was pending; and
we may be subject to litigation related to the Merger or any failure to complete the Merger.
In addition, if the Merger Agreement is terminated, we might have an immediate financial need to raise additional capital to fund our business and meet
our expenses, including both transactional and operational expenses.
The terms of debt agreements could restrict our operations, particularly our ability to respond to changes in our business or to take specified
actions and an event of default under our debt agreements could harm our business.
Agreements for any future indebtedness would likely contain a number of restrictive covenants that impose significant operating and financial restrictions
on us, including restrictions on our ability to take actions that may be in our best interests. Debt agreements often include covenants that, among other things,
generally:
· do not allow the borrower to borrow additional amounts or additional amounts above a certain limit, or that are senior to the existing debt, without the
approval of the creditor;
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· require the borrower to obtain the consent of the creditor for acquisitions in excess of an agreed upon amount and/or grant security interests in newly-
acquired companies;
· do not allow the borrower to dispose of assets;
· do not allow the borrower to liquidate, wind up or dissolve any of its subsidiaries without the creditor’s approval;
· do not allow the borrower to create any liens on any of its assets;
· require the borrower not to impair any security interests that the creditor has in the borrower’s assets; and
· require the borrower to meet, on an ongoing basis, certain financial covenants, which may include targets as to consolidated earnings before interest,
taxes, depreciation and amortization (“EBITDA”), leverage ratio, fixed charge coverage ratio and consolidated tangible net worth.
No assurances can be given that we will be able to meet any of the financial covenants in favor of a creditor, and, if we were to fail to meet any financial
covenants, there would be an event of default and no assurance can be given that a creditor would waive such default, which in turn could result in a material
adverse effect on our financial condition and ability to continue our operations.
We are required to prepare and file with the SEC a registration statement covering the sale of a former creditor’s registrable securities by December
31, 2017.
On March 28, 2014, we entered into a Credit Agreement (the “Credit Agreement”) with NNA of Nevada, Inc. (“NNA”), an affiliate of Fresenius SE & Co.
KGaA (“Fresenius”), which has been amended from time to time. Presently, we are required to prepare and file with the SEC a registration statement covering
the sale of NNA’s registrable securities issued pursuant to the Credit Agreement by December 31, 2017. If we fail to do so by such date, and for each month
thereafter until we file the registration statement registering NNA’s registrable securities, we must pay NNA liquidated damages of 1.5% of the total purchase
price of the registrable securities owned by NNA, payable in shares of our common stock. This may result in the dilution of the ownership interests of our
stockholders.
We are required to obtain NNA’s consent to the preparation and filing of any registration statement except in limited circumstances.
We will have to obtain the consent of NNA before filing any registration statement except in limited circumstances, and there can be no assurance that
NNA will provide such a consent, if required. If NNA does not provide such a consent, or conditioned its consent on any new requirements, we may be unable to
file a registration statement in the future, even if such filing is necessary to raise capital needed to operate our business.
The nature of our business and rapid changes in the healthcare industry makes it difficult to reliably predict future growth and operating results.
Rapidly changing Federal and state healthcare laws, and the regulations thereunder, make it difficult to anticipate the nature and amount of medical
reimbursements, third party private payments and participation in certain government programs. For example, we were awarded a participation agreement under
CMS’ MSSP in July 2012, to operate as an ACO. ACO has received an “all or nothing” payment under the MSSP program for services rendered in fiscal 2015,
but did not receive such a payment for fiscal 2016 or fiscal 2017. This makes it difficult to forecast our future earnings, cash flow and results of operations. The
evolving nature of the current medical services industry increases these uncertainties.
We may encounter difficulties in managing our growth.
We may not be able to successfully grow and expand. Successful implementation of our business plan requires that we manage our growth, including
potentially rapid and substantial growth, which could result in an increase in the level of responsibility for management personnel and strain on our human and
capital resources. To manage growth effectively, we will be required, among other things, to continue to implement and improve our operating and financial
systems and controls to expand, train and manage our employee base. Our ability to manage our operations and growth effectively requires us to continue to
expend funds to enhance our operational, financial and management controls, reporting systems and procedures and attract and retain sufficient numbers of
qualified personnel. If we are unable to implement and scale improvements to all our control systems in an efficient and timely manner, or if we encounter
deficiencies in existing systems and controls, then we will not be able to make available the services required to successfully execute our business plan. Failure
to attract and retain sufficient numbers of qualified personnel could further strain our human resources and impede our growth or result in ineffective growth.
Moreover, the management, systems and controls currently in place or to be implemented may not be adequate for such growth, and the steps taken to hire
personnel and to improve such systems and controls might not be sufficient. If we are unable to manage our growth effectively, the failure to do may have a
material adverse effect on our business, results of operations and financial condition.
We may be unable to successfully integrate recently acquired and launched entities and may have difficulty predicting the future needs of those
entities.
In fiscal 2015, we acquired SCHC, AKM, BCHC and HCHHA, and launched ACC and APS. In fiscal 2016, we formed Apollo Care Connect and
combined the operations of AKM into those of MMG, and disposed of substantially all the assets of ACC. In fiscal 2017, we acquired BAHA and formed
APAACO to operate under the NGACO Model.
As a result of our rapid expansion we may be unable to successfully integrate the various entities we have acquired or formed. Additionally, these
entities operate in different areas of the health care industry and we cannot accurately predict how these acquired entities will perform in the future, integrate
into our entire operations or result in a diversion of management focus and attention to others parts of our business.
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Our growth strategy may not prove viable and expected growth and value may not be realized.
Our business strategy is to grow rapidly by managing a network of medical groups providing certain hospital-based services and integrated inpatient and
outpatient physician networks. We also seek growth opportunities both organically and through the acquisition of target medical groups and other service
providers. Identifying quality acquisition candidates is a time-consuming and costly process. There can be no assurance that we will be successful in identifying
and establishing relationships with these and other candidates. If we are not successful in identifying and acquiring other entities, our ability to successfully
implement our business plan and achieve targeted financial results could be adversely affected. The process of integrating acquired entities involves significant
risks, which include, but are not limited to:
·
·
·
·
·
·
·
·
demands on our management team related to the significant increase in the size of our business;
diversion of management’s attention from the management of daily operations;
difficulties in the assimilation of different corporate cultures and business practices;
difficulties in conforming the acquired entities’ accounting policies to ours;
retaining employees who may be vital to the integration of departments, information technology systems, including accounting;
systems, technologies, books and records, procedures and maintaining uniform standards, such as internal accounting controls;
procedures, and policies; and
costs and expenses associated with any undisclosed or potential liabilities.
There can be no assurance that we will be able to manage the integration of our acquisitions or the growth of such acquisitions effectively.
An element of our growth strategy is also the expansion of our business by developing new palliative care programs in our existing markets and in new
markets. This aspect of our growth strategy may not be successful, which could adversely impact our overall growth and profitability. We cannot assure you that
we will be able to:
·
·
identify markets that meet our selection criteria for new palliative care programs;
hire and retain a qualified management team to operate each of our new palliative care programs;
· manage a large and geographically diverse group of palliative care programs;
·
·
·
become Medicare and Medicaid certified in new markets;
generate a sufficient patient base in new markets to operate profitably in these new markets; or
compete effectively with existing programs.
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We may not make appropriate acquisitions, may fail to integrate them into our business, or these acquisitions could alter our current payor mix and
reduce our revenue.
Our business is significantly dependent on locating and acquiring or partnering with medical practices or individual physicians to provide health care
services. As part of our growth strategy, we regularly review potential acquisition opportunities. We cannot predict whether we will be successful in pursuing
such acquisition opportunities or what the consequences of any such acquisitions would be. If we are not successful in finding attractive acquisition candidates
that we can acquire on satisfactory terms, or if we cannot successfully complete and efficiently integrate those acquisitions that we identify, we may not be able
to implement our business model, which would likely negatively impact our revenues, results of operations and financial condition. Furthermore, our acquisition
strategy involves a number of risks and uncertainties, including:
· We may not be able to identify suitable acquisition candidates or strategic opportunities or successfully implement or realize the expected benefits of any
suitable opportunities. In addition, we compete for acquisitions with other potential acquirers, some of which may have greater financial or operational
resources than we do. This competition may intensify due to the ongoing consolidation in the healthcare industry, which may increase our acquisition costs.
· We may be unable to successfully and efficiently integrate completed acquisitions, including our recently completed acquisitions and such acquisitions may
fail to achieve the financial results we expected. Integrating completed acquisitions into our existing operations involves numerous short-term and long-term
risks, including diversion of our management’s attention, failure to retain key personnel, failure to retain payor contracts and failure of the acquired practice to
be financially successful.
· We cannot be certain of the extent of any unknown or contingent liabilities of any acquired business, including liabilities for failure to comply with applicable
laws. We may incur material liabilities for past activities of acquired entities. Also, depending on the location of the acquisition, we may be required to comply
with laws and regulations that may differ from those of the states in which our operations are currently conducted.
· We may acquire individual or group medical practices that operate with lower profit margins as compared with our current or expected profit margins or
which have a different payor mix than our other practice groups, which would reduce our profit margins. Depending upon the nature of the local healthcare
market, we may not be able to implement our business model in every local market that we enter, which may negatively impact our revenues and financial
condition.
·
If we finance acquisitions by issuing equity securities or securities convertible into equity securities, our existing stockholders could be diluted, which, in turn,
could adversely affect the market price of our stock. If we finance an acquisition with debt, it could result in higher leverage and interest costs. As a result, if
we fail to evaluate and execute acquisitions properly, we might not achieve the anticipated benefits of these acquisitions, and we may increase our
acquisition costs.
Changes to the fair value of contingent compensation payments to be paid in connection with our acquisitions may result in significant fluctuations
to our results of operations.
In connection with some of our recent acquisitions we are required to make certain contingent compensation payments. The fair value of such payments
is re-evaluated periodically based on changes in our estimate of future operating results and changes in market discount rates. Any changes in our estimated fair
value are recognized in our results of operations. Increases in the amount of contingent compensation payments were are required to make may have an
adverse effect on our financial condition.
Our management team’s attention may be diverted by recent acquisitions and searches for new acquisition targets, and our business and operations
may suffer adverse consequences as a result.
Mergers and acquisitions are time-intensive, requiring significant commitment of our management team’s focus and resources. If our management team
spends too much time focused on recent acquisitions or on potential acquisition targets, our management team may not have sufficient time to focus on our
existing business and operations. This diversion of attention could have material and adverse consequences on our operations and our ability to be profitable.
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Our growth strategy incurs significant costs, which could adversely affect our financial condition.
Our growth-by-acquisition strategy involves significant costs, including financial advisory, legal and accounting fees, and may include additional costs,
including costs of fairness opinions, labor costs, termination payments, contingent payments and bonuses, among others. These costs could put a strain on our
available cash and cash flow, which in turn could adversely affect our overall financial condition.
We may be unable to scale our operations successfully.
Our growth strategy will place significant demands on our management and financial, administrative and other resources. Operating results will depend
substantially on the ability of our officers and key employees to manage changing business conditions and to implement and improve our financial, administrative
and other resources. If we are unable to respond to and manage changing business conditions, or the scale of our operations, the quality of our services, our
ability to retain key personnel and our business could be adversely affected.
We could experience significant losses under our capitation-based contracts if the medical expenses we incur exceed revenues.
In California, health plans typically prospectively pay an IPA a fixed PMPM amount, or capitation payment, which is often based on a percentage of the
amount received by the health plan. Capitation payments to IPAs, in the aggregate, represent a prospective budget from which the IPA manages care-related
expenses on behalf of the population enrolled with that IPA. If our IPAs are able to manage care-related expenses under the capitated levels, we realize an
operating profit on our capitation contracts. However, if our care-related expenses exceed projected levels, our IPAs may realize substantial operating deficits,
which are not capped and could lead to substantial losses.
Our future growth could be harmed if we lose the services of Dr. Hosseinion.
Our success depends to a significant extent on the continued contributions of our key management personnel, particularly our Chief Executive Officer,
Warren Hosseinion, M.D., for the management of our business and implementation of our business strategy. We have entered into an employment agreement
with Dr. Hosseinion and we hold a $5 million key man life insurance policy. The loss of Dr. Hosseinion’s services could have a material adverse effect on our
business, financial condition and results of operations.
Our current principal stockholders have significant influence over us and they could delay, deter or prevent a change of control or other business
combination or otherwise cause us to take action with which you might not agree. This includes that our founders, Warren Hosseinion, M.D. and
Adrian Vazquez, M.D., combined currently own more than 35% of our shares and have significant influence over our operations and strategic
direction.
Our executive officers and directors, together with holders of greater than 5% of our outstanding common stock, as a group, currently beneficially own
approximately 70% of our outstanding common stock. As a result, our executive officers, directors and holders of greater than 5% of our outstanding common
stock, assuming they agree, have the ability to control all matters submitted to our stockholders for approval, including among other things:
·
·
·
changes to the composition of our Board of Directors, which has the authority to direct our business and appoint and remove our officers;
proposed mergers, consolidations or other business combinations; and
amendments to our Certificate of Incorporation and Bylaws which govern the rights attached to our shares of common stock.
This concentration of ownership of shares of our common stock could delay or prevent proxy contests, mergers, tender offers, open market purchase
programs or other purchases of shares of our common stock that might otherwise give our stockholders the opportunity to realize a premium over the then
prevailing market price of our common stock. The interests of our executive officers, directors and holders of greater than 5% of our outstanding common stock
may not always coincide with the interests of the other stockholders. This concentration of ownership may also adversely affect our stock price.
This concentration of ownership is underscored by the fact that Dr. Hosseinion (who currently owns approximately 19 % of our common stock) and Dr.
Vazquez (who currently owns approximately 16% of our common stock) together currently own more than 35% of our common stock and exert a significant
degree of influence over our management and affairs and over matters requiring stockholder approval, including the election of directors and approval of
significant corporate transactions. As stockholders, Drs. Hosseinion and Vazquez are entitled to vote their shares in their own interests, which may not always be
in the interests of our stockholders generally. Their concentrated holdings of so much of our common stock may harm the value of our shares and discourage
investors from investing in us. Drs. Hosseinion and Vazquez could also seek to delay, defer or prevent a change of control, merger, consolidation or sale of all or
substantially all of our assets that other stockholders may support, or conversely this concentrated control could result in the consummation of a transaction that
other stockholders may not support.
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If our agreements or arrangements with Dr. Hosseinion or physician groups are deemed invalid under state corporate practice of medicine and
similar laws, or Federal law, or are terminated as a result of changes in state law, it could have a material impact on our results of operations and
financial condition.
There are various state laws, including laws in California, regulating the corporate practice of medicine which prohibits us from owning various
healthcare entities. This corporate practice of medicine prohibitions are intended to prevent unlicensed persons from interfering with or inappropriately
influencing a physician’s professional judgment. These and other laws may also prevent fee-splitting, which is the sharing of professional service income with
non-professional or business interests. The interpretation and enforcement of these laws vary significantly from state to state. As a result, we have structured
other agreements and arrangements with these entities, such as having Dr. Hosseinion hold shares in such practices as nominee shareholder for our benefit. If
these agreements and arrangements were held to be invalid under state laws prohibiting the corporate practice of medicine, a significant portion of our revenues
would be affected, which may result in a material adverse effect on our results of operations and financial condition. Additionally, any changes to Federal or state
law that prohibit such agreements or arrangements could also have a material adverse effect upon our results of operations and financial condition.
If we lost the services of Dr. Hosseinion for any reason, the contractual arrangements with our VIEs could be in jeopardy.
Because of corporate practice of medicine laws, many of our affiliated physician practice groups are either wholly-owned or primarily owned by Dr.
Hosseinion as nominee shareholder for our benefit. If Dr. Hosseinion died, was incapacitated or otherwise was no longer affiliated with our company, there could
be a material adverse effect on the relationship between each of those VIEs and us and, therefore, our business as a whole could be adversely affected.
The contractual arrangements we have with ours VIEs is not as secure as direct ownership of such entities.
Because of corporate practice of medicine laws, we enter into contractual arrangements to manage certain affiliated physician practice groups, which
allows us to consolidate those groups with us for financial reporting purposes. If we had direct ownership of certain of our affiliated entities, we would be able to
exercise our rights as an equity holder directly to effect changes in the boards of directors of those entities, which could effect changes at the management and
operational level. Under our contractual arrangements, we may not be able to directly change the members of the boards of directors of these entities and would
have to rely on the entities and the entities’ equity holders to perform their obligations in order to exercise our control over the entities. If any of these affiliated
entities or their equity holders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend
additional resources to enforce such arrangements.
Any failure by our key affiliated entities or their equity holders to perform their obligations under the contractual arrangements they have with us
would have a material adverse effect on our business, results of operations and financial condition. We also own the majority, and not all, of the
equity of certain subsidiaries.
Several of our affiliated physician practice groups are owned by other physicians who could die, become incapacitated or otherwise become no longer
affiliated with us. Although the terms of the MSAs we have with these affiliates provide that the MSA will be binding on the successors of such affiliates’ equity
holders, as those successors are not parties to the MSAs, it is uncertain whether the successors in case of the death, bankruptcy or divorce of an equity holder
would be subject to such MSAs.
In addition, although we consolidate in our financial reporting and business structure ApolloMed ACO and APS, individuals other than Dr. Hosseinion,
who acts as nominee shareholder for our benefit of AMM, also own approximately 20% of the equity of ApolloMed ACO and 44% of the equity in APS.
Additionally, we consolidate APAACO in our financial reporting, although we own 50% of the equity in that entity.
Our operations are dependent on a few key payors.
We had four payors during the year ended March 31, 2017 that accounted for 18.8%, 13.1%, 8.5% and 6.8% of net revenues, respectively. We had
three payors during the fiscal year ended March 31, 2016 that accounted for 29.8%, 15.7% and 9.9% of net revenues, respectively. We believe that a majority of
our revenue will continue to be derived from a few payors. Each payor may immediately terminate any of our contracts or any individual credentialed physician
upon the occurrence of certain events. They may also amend the material terms of the contracts under certain circumstances. Failure to maintain the contracts
on favorable terms or at all, for any reason, would materially and adversely affect our results of operations and financial condition.
A decline in the number of patients we serve could have a material adverse effect on our results of operations.
Like any business, a material decline in the number of patients we serve, whether they or a third party government or private entity is paying for their
healthcare, could have a material adverse effect on our results of operations and financial condition.
ACOs are relatively new and undergoing changes, additionally CMS may change or discontinue the MSSP program.
The Company has invested resources in both applying to participate in the MSSP and in establishing initial infrastructure. The MSSP program and the
rules regarding ACOs has been altered and may be further altered in the future. Any material change to the MSSP program and ACO requirements, governance
and operating rules, could provide a significant financial risk for us and alter our strategic direction, thereby producing stockholder risk and uncertainty. In addition,
we could be terminated from the MSSP if we do not comply with the MSSP participation requirements.
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ApolloMed ACO may not generate savings through its participation in the MSSP, and revenue, if any, earned by such participation will occur, only
once annually on an “all or nothing” basis.
ApolloMed ACO participates in the MSSP sponsored by CMS. The MSSP is a relatively new program with limited history of payments to ACO
participants. As a result of the uncertain nature of the MSSP program, we consider revenue, if any, under the MSSP, as contingent upon the realization of
program savings as determined by CMS, and revenues are not considered earned and therefore are not recognized until notice from CMS that cash payments
are to be imminently received.
In addition, there is no assurance that we will meet the conditions necessary for receipt of future payments. Furthermore, our ability to continue to
generate savings for the MSSP program depends on many factors, many of which are outside our control, including, among others, how CMS elects to
administer the MSSP program, how savings levels are calculated and continued political support of the MSSP program. As a result, whether future revenues will
be earned by ApolloMed ACO is uncertain and will be contingent on various factors, including whether savings were determined to be achieved in 2015 or in any
other period during which savings are measured.
During the fiscal year ended March 31, 2015, we were awarded and received approximately a $5.4 million payment related to savings achieved from
July 1, 2012, through December 31, 2013, which represented 16% of our net revenue during the year ended March 31, 2015. During the fiscal years ended
March 31, 2016 and 2017, we did not receive any MSSP payment. We are eligible to be considered for an all-or-nothing payment under this program for
performance year 2016 (which, if it is paid, would be paid to us in fiscal 2018). However, we do not believe that we will be eligible to receive payments for
performance years beginning 2017, because of our transition to, and business focus on, the NGACO Model, in which we are participating as of January 1, 2017.
Moreover, if amounts are payable to us under the MSSP, they will be paid on an annual basis significantly after the time they are earned. Additionally,
since MSSP payments, if any, are made once annually, we would not receive such payments spread out over our fiscal year and, consequently, revenue may be
materially lower in quarters when any MSSP-related payments are not received by us.
The success of our emphasis on the new NGACO Model is uncertain.
To position ourselves to participate in the NGACO Model, we have devoted, and intend to continue to devote, significant effort and resources, financial
and otherwise, to the NGACO Model, and refocused away from certain other parts of our historic business and revenue streams, which will receive less
emphasis in the future and could result in reduced revenue from these activities. It is unknown at this time if this strategic decision will be successful in terms of
our emphasis on the NGACO Model and/or placing less emphasis on certain other parts of our core business and revenue streams.
The results of the NGACO Model are unknown.
The NGACO Model is a new CMS program that builds upon previous ACO programs, including the MSSP program. Through the NGACO Model, CMS
will provide an opportunity to APAACO and other NGACOs experienced in coordinating care for populations of patients, and whose provider groups are willing to
assume higher levels of financial risk and reward, to participate in this new attribution-based risk sharing model. In January 2017, CMS approved APAACO to
participate in the NGACO Model and CMS and APAACO have entered into a Participation Agreement with a term of two performance years through December
31, 2018. CMS may offer to renew the Participation Agreement for an additional two performance years. Additionally, the Participation Agreement may be
terminated sooner by CMS as specified therein and CMS has the flexibility to alter or change the program over this time period. The number of Medicare ACOs
continues to rise in total but there are still a growing number of program types and demonstrations that could be consolidated and impact APAACO.
The NGACO Model program has certain political risks.
If the ACA is amended or repealed and replaced, or if CMMI is terminated, the NGACO Model program could be discontinued or significantly altered. In
addition, CMS leadership could be changed and influenced by Congress and/or the current Administration. Additionally, CMS or CMMI may elect to combine
any existing programs, including bundled payments, which could greatly alter the NGACO Model program.
APAACO’s participation in the NGACO Model program subjects it to certain regulatory risks.
Among many requirements to be eligible to participate in the NGACO Model program, APAACO must have at least 10,000 assigned Medicare
beneficiaries and must maintain that number throughout each performance year. Although APAACO started its 2017 performance year with more than 32,000
assigned Medicare beneficiaries, there can be no assurance that APAACO will maintain the required number of assigned Medicare beneficiaries, and, if that
number were not maintained, APAACO would become ineligible for the program.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APAACO is subject to changing state laws and regulations.
NGACOs are required to comply with all applicable state laws and regulations regarding provider-based risk-bearing entities. If these laws or regulations
change, for example, to require a Knox-Keene license in California, which we do not have, APAACO could be required to cease its NGACO operations.
APAACO may experience losses due to the NGACO Model Program.
APAACO is responsible for savings and losses from claims. The NGACO Model uses a prospectively-set cost benchmark, which is established prior to
the start of each performance year. The benchmark is based on various factors, including baseline expenditures with the baseline updated each year to reflect
the NGACO’s participant list for the given year. The 2017 performance year NGACO Model baseline for APAACO is based on calendar year 2014 expenditures
that are then trended. Regional, population and time adjustments could potentially underestimate APAACO’s actual expenditures for its Medicare Part A and Part
B beneficiaries.
If claims cost rise from benchmark, or 2014 and/or 2017 are statistically anomalies, APAACO could experience losses due to the NGACO Model
program, which could be significant prior to any adjustment in benchmarked expenditures.
Additionally, given that APAACO is providing care coordination but does not employ any physicians nor provide direct patient care, the degree of
influence APAACO has could be limited and out of its direct control. Because of APAACO’s limited influence, it is possible APAACO may not be able to influence
provider and preferred provider behavior, utilization and patient costs.
APAACO’s dependence on CMS creates uncertainty and subjects APAACO to potential liability.
APAACO relies on CMS for design, oversight and governance of the NGACO Model program. Accurate data, claims benchmarking and calculations,
timely payments and periodic process reviews are key to program success. In addition to APAACO’s administrative and care coordination operating costs,
APAACO may not generate savings through its participation in the NGACO Model. Any savings generated, if at all, will be earned in arrears and uncertain in
both timing and amount.
APAACO chose to participate in the AIPBP payment mechanism, which entails certain special risks.
APAACO chose to participate in the AIPBP payment mechanism, and is the only NGACO to have chosen this payment mechanism. Under the AIPBP
payment mechanism, CMS will estimate the total annual Part A and Part B Medicare expenditures of APAACO’s assigned Medicare beneficiaries and pay that
projected amount in per beneficiary per month payments. APAACO chose “Risk Arrangement A”, comprising 80% risk for Part A and Part B Medicare
expenditures and a shared savings and losses cap of 5%, or as a result a 4% effective shared savings and losses cap when factoring in 80% risk impact.
APAACO’s benchmark Medicare Part A and Part B expenditures for beneficiaries for its 2017 performance year are approximately $335 million, and under “Risk
Arrangement A” of the AIPBP payment mechanism APAACO could therefore have profits or be liable for losses of up to 4% of such benchmarked expenditures,
or approximately $13.4 million. While performance can be monitored throughout the year, end results will not be known until 2018.
CMS has indicated that its initial financial reports to participants in the NGACO Model may not be complete.
The NGACO Model is new and CMS is implementing extensive reporting protocols in connection therewith. CMS has indicated that it does not anticipate
initial reports under the NGACO Model to be indicative of final results of actual risk-sharing and revenues to which we are entitled, especially for the period
January 1, 2017 through March 31, 2017, which is the first quarter of the NGACO program and the fourth quarter of our 2017 fiscal year. This is because there
are inherent biases in reporting the results at such an early juncture. Were that to be the case, we might not report accurately our revenues for this period, which
could be subject to adjustment in a later period once we receive final results from CMS.
APAACO requires significant capital reserves for program participation.
NGACOs must provide a financial guarantee to CMS. The financial guarantee must be in an amount of 2% of the NGACO’s benchmark Medicare Part A
and Part B expenditures. APAACO’s benchmark Medicare Part A and Part B expenditures for beneficiaries for its 2017 performance year being approximately
$335 million, APAACO submitted a letter of credit for $6.7 million for the 2017 program year. If APAACO reaches the maximum of its shared losses of $13.4
million, it may need to pay another $6.7 million to CMS or CMS may change or alter the risk reserve process or amount. Additionally, the incurred but not
reported (“IBNR”) methodology utilized by CMS could have a negative impact on APAACO and affect working capital and capital requirements.
APAACO is responsible for savings and losses related to care received by its patients at Out-of-Network Providers which could negatively impact our
ability to control claim costs.
Medicare beneficiaries in a NGACO Model program are not required to receive their care from a narrow network of contracted providers and facilities,
which could make it challenging for APAACO to control the financial risks of those beneficiaries. CMS notified APAACO that its Medicare beneficiaries historically
have received approximately 62% of their care at non-contracted, out-of-network ("OON") providers. While not responsible for paying claims for OON providers,
APAACO may have difficulty managing patient care and costs as compared to in-network providers. Additionally, APAACO is responsible for savings and losses
of this population using OON providers, which could adversely impact our financial results.
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In addition, if APAACO is successful under its Participation Agreement with CMS in encouraging more of its patients to receive their care with
contracted, in-network providers, there is the possibility that the monthly AIPBP payments will be insufficient to cover current expenditures, since the AIPBP
payments will be based on historical in-network/out-of-network ratios. This could potentially result in negative cash-flow problems for APAACO, if increased
payments need to be made to contracted, in-network providers, especially if CMS fails to monitor this in-network/OON ratio on a frequent periodic basis and
reconciliation payments are materially delayed.
There is uncertainty regarding the initial design and administration of the NGACO Model program.
Due to the newness of the NGACO Model program and the fact that APAACO is the only company participating in the AIPBP track, APAACO is subject
to initial program challenges including, but not limited to, process design, data and other related program aspects. APAACO has already experienced various
apparent errors in the NGACO Model program and APAACO has been working with CMS, including senior CMS management, on these issues, but the
resolution and impact on APAACO remains uncertain. Moreover, there is the potential for new or additional issues to be experienced with CMS which could
negatively impact APAACO. Among other things, the AIPBP claims processing methodology is complex and could create reimbursement delays to contracted
APAACO providers, which could cause some providers to terminate their agreements with APAACO. For example, services provided by contracted APAACO
providers with Dates of Service (“DOS”) from January 1, 2017 to March 31, 2017 were to be paid by CMS. All services provided with DOS from April 1, 2017
onward were to be paid by APAACO. However, a flaw in the claims processing system of one of CMS’ contractors caused payments to contracted APAACO
providers to be unpaid or to be paid at a reduced rate from January 1, 2017 to March 31, 2017. Various providers expressed dissatisfaction about this and
several decided to terminate their agreements with APAACO. Consequently, there is the actual and potential risk of damaging goodwill with APAACO’s
contracted providers, which could have a material adverse effect on the operations and financial condition of APAACO in particularly and our results of operations
and financial condition on a consolidated basis.
APAACO has also experienced weaknesses in the NGACO Model program beneficiary alignment methodology. For example, some patients see more
than one primary care provider (“PCP”) in a calendar year. CMS could attribute a patient to one PCP rather than another, which could create potential liability for
APAACO. For example, when APAACO sent letters to its patients, as required by CMS, it received several calls from PCPs who did not join APAACO, but
whose patients were attributed to another PCP. There could also be liability where a PCP has a capitated contract with APAACO, but the PCP’s patient also
sees another PCP, whether that PCP was contracted with APAACO or not. APAACO’s expenditures could increase due to CMS having paid an additional PCP,
or to the extent that APAACO has to pay for a PCP that is not an APAACO contracted provider.
AIPBP operations and benchmarking calculations are complex.
AIPBP operations and benchmarking calculations are complex and can lead to errors in the application of the NGACO Model program, which could
create reimbursement delays to our providers and adversely affect APAACO’s performance and results of operations. For example, APAACO has discovered a
feature in the AIPBP claims files that do not allow APAACO to break down certain claims amounts by individual patient codes. This feature has created
confusion for APAACO contracted providers in reconciling their payments, causing some providers to terminate their agreements with APAACO. This feature
could also create uncertainty with those agreements with providers that include capitation plus carve-outs for certain procedures. APAACO has sought to
address its concerns about such feature with CMS and CMS has informed APAACO that CMS’ contractor is unable to remedy this situation for at least the
foreseeable future.
CMS relies on multiple third-party contractors to manage the NGACO Model program, which could hinder performance .
In addition to CMS reliance, CMS relies on various third parties to effect the NGACO program. This may be other departments of the U.S. government,
such as the Center for Medicare and Medicaid Innovation (“CMMI”). CMS relies on multiple third party contractors to manage the NGACO Model program,
including claims and auditing. Due to such reliance, there is the potential for errors, delays and poor communication among the differing entities involved, which
are beyond the control of APAACO. This could negatively impact APAACO’s results of operations specifically and our results of operations on a consolidated
basis.
Third parties used by APAACO could hinder performance.
APAACO uses select third parties. This could create operational and performance risk if, for example, the third party does not perform its responsibilities
properly. Additionally, APAACO has contracted with participating Part A and Part B providers and was able to contract discounted Medicare, Diagnosis-Related
Group and Resource Utilization Group rates with multiple providers. However, APAACO providers could decide to change or discontinue these contractual rates
or to terminate their agreements with APAACO.
Risk-sharing arrangements that MMG has with health plans and hospitals could result in their costs exceeding the corresponding revenues, which
could reduce or eliminate any shared risk profitability. MMG also has a key contract with Prospect Medical Group and its management service
organization, which if terminated could materially affect our business.
Under risk-sharing arrangements into which MMG has entered, MMG is responsible for a portion of the cost of hospital services or other services that are
not capitated. These risk-sharing arrangements may require MMG to assume a portion of any loss sustained from such arrangements, thereby adversely
affecting our results of operations. The terms of the particular risk-sharing arrangement allocate responsibility to the respective parties when the cost of services
exceeds the related revenue, which results in a deficit, or permit the parties to share in any surplus amounts when actual costs are less than the related
revenue. The amount of non-capitated medical and hospital costs in any period could be affected by factors beyond the control of MMG, such as changes in
treatment protocols, new technologies, longer lengths of stay by the patient, and inflation. To the extent that such non-capitated medical and hospital costs are
higher than anticipated, revenue may not be sufficient to cover the risk-sharing deficits the health plans and MMG are responsible for, which could reduce our
revenue and adversely affect our results of operations.
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If MMG is not able to satisfy DMHC requirements, MMG could become subject to sanctions and its ability to do business in California could be limited
or terminated.
The DMHC has instituted financial solvency regulations. The regulations are intended to provide a formal mechanism for monitoring the financial
solvency of a risk-bearing organization (“RBO”) in California, including capitated physician groups, such as MMG. Under DMHC regulations, our affiliated
physician groups are required to, among other things:
· Maintain, at all times, a minimum “cash-to-claims ratio” (where “cash-to-claims ratio” means the organization’s cash, marketable securities, and
certain qualified receivables, divided by the organization’s total unpaid claims liability). The regulations currently require a cash-to-claims ratio of
0.75; and
·
Submit periodic reports to the DMHC containing various data and attestations regarding performance and financial solvency, including incurred
but not reported calculations and documentation, and attestations as to whether or not the organization was in compliance with the Knox-Keene
Act requirements related to claims payment timeliness, had maintained positive tangible net equity (i.e. at least $1.00), and had maintained
positive working capital (i.e. at least $1.00).
In the event that a physician organization is not in compliance with any of the above criteria, the organization would be required to describe in a report
submitted to the DMHC the reasons for non-compliance and actions to be taken to bring the organization into compliance. Additionally, under these regulations,
the DMHC can make public some of the information contained in the reports, including, but not limited to, whether or not a particular physician organization met
each of the criteria. In the event our affiliated physician groups are not able to meet certain of the financial solvency requirements, and fail to meet subsequent
corrective action plans, our affiliated physician groups could be subject to sanctions, or limitations on, or removal of, its ability to do business in California.
MMG is currently attempting to confirm that it is in compliance with certain financial requirements of the DMHC.
Our IPA, MMG, was not in compliance with certain DMHC financial requirements, including tangible net equity (“TNE”). We have increased our
intercompany line of credit to MMG to provide additional capital in attempt to comply partially with the DMHC’s requirements. Through a plan of remediation that
we presented to the DMHC and which plan it approved, we must contribute additional funds, cut costs, increase revenue or a combination of the above, which
we have done. As a result of the foregoing actions we took, MMG had positive TNE as of the third quarter of fiscal 2017 and has maintained positive TNE to
date. Since DMHC requirements are that an RBO should have positive TNE for one full quarter to be taken off a corrective action plan (“CAP”), we believe that
MMG is currently in compliance with DMHC requirements. The DMHC is currently reviewing filings we have made to confirm this compliance. However, there
can be no assurance that MMG will remain in compliance with DMHC requirements. To the extent that we are required to contribute additional capital to MMG in
the future, we would have less available cash to use on other parts of our business.
Economic conditions or changing consumer preferences could adversely impact our business.
A downturn in economic conditions in one or more of our markets could have a material adverse effect on our results of operations, financial condition,
business and prospects. Historically, state budget limitations have resulted in reduced state spending. Given that Medicaid is a significant component of state
budgets, an economic downturn would put continued cost containment pressures on Medicaid outlays for our services in California. In addition, an economic
downturn and/or sustained unemployment, may also impact the number of enrollees in managed care programs as well as the profitability of managed care
companies, which could result in reduced reimbursement rates.
The existing Federal deficit, as well as deficit spending by the government as the result of adverse developments in the economy or other reasons, can
lead to continuing pressure to reduce government expenditures for other purposes, including government-funded programs in which we participate, such as
Medicare and Medicaid. Such actions in turn may adversely affect our results of operations.
Although we attempt to stay informed of government and customer trends, any sustained failure to identify and respond to trends could have a material
adverse effect on our results of operations, financial condition, business and prospects.
Our success depends, to a significant degree, upon our ability to adapt to a changing market and continued development of additional services.
Although we expect to provide a broad and competitive range of services, there can be no assurance of acceptance by the marketplace. Our ability to
procure new contracts may be dependent upon the continuing results achieved at the current facilities, upon pricing and operational considerations, and the
potential need for continuing improvement to existing services. Moreover, the markets for such services may not develop as expected nor can there be any
assurance that we will be successful in our marketing of any such services.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Competition for physicians is intense, and we may not be able to hire and retain qualified physicians to provide services.
We are dependent on our affiliated physicians to provide services and generate revenue. We compete with many types of healthcare providers, including
teaching, research and government institutions, hospitals and other practice groups, for the services of clinicians. The limited number of residents entering the
job market each year and the limited number of other licensed providers seeking to change employers makes it challenging to meet our hiring needs and may
require us to contract locum tenens physicians or to increase physician compensation in a manner that decreases our profit margins. The limited number of
residents and other licensed providers also impacts our ability to recruit new physicians with the expertise necessary to provide services within our business and
our ability to renew contracts with existing physicians on acceptable terms. If we do not do so, our ability to provide services could be adversely affected. Even
though our physician turnover rate has remained stable over at least the last three years, if the turnover rate were to increase significantly, our growth could be
adversely affected.
Moreover, unlike some of our competitors who sometimes pay additional compensation to physicians who agree to provide services exclusively to that
competitor, our IPAs have historically not entered into such exclusivity agreements and have allowed our affiliated physicians to affiliate with multiple IPAs. This
practice may place us at a competitive disadvantage regarding the hiring and retention of physicians relative to those competitors who do enter into such
exclusivity agreements.
The healthcare industry continues to experience shortages in qualified service employees and management personnel, and we may be unable to hire
qualified employees.
We compete with other healthcare providers for our employees, both clinical associates and management personnel. As the demand for health services
continues to exceed the supply of available and qualified staff, we and our competitors have been forced to offer more attractive wage and benefit packages to
these professionals. Furthermore, the competition for this segment of the labor market has created turnover as many seek to take advantage of the supply of
available positions, many of which offer new and more attractive wage and benefit packages. In addition to the wage pressures described above, the cost of
training new employees amid the turnover rates may cause added pressure on our operating margins. Lastly, the market for qualified nurses and therapists is
highly competitive, which may adversely affect our palliative, home health and hospice operations, which are particularly dependent on nurses for patient care.
The healthcare industry is highly competitive.
There are many other companies and individuals currently providing health care services, many of which have been in business longer than we have
been, and/or have substantially more financial and personnel resources than we have. We compete directly with national, regional and local providers of inpatient
healthcare for patients and physicians. Other companies could enter the market in the future and divert some or all of our business. On a national basis, our
competitors include, but are not limited to, Team Health, EmCare, DaVita and Heritage, each of which has greater financial and other resources available to
them. We also compete with physician groups and privately-owned health care companies in each of our local markets. Existing or future competitors also may
seek to compete with us for acquisitions, which could have the effect of increasing the price and reducing the number of suitable acquisitions, which would have
an adverse impact on our growth strategy. Since there are virtually no capital expenditures required to enter the industry, there are few financial barriers to entry.
Individual physicians, physician groups and companies in other healthcare industry segments, including hospitals with which we have contracts, and some of
which have greater financial, marketing and staffing resources, may become competitors in providing health care services, and this competition may have a
material adverse effect on our business operations and financial position. In addition, certain governmental payors contract for services with independent
providers such that our relationships with these payors are not exclusive, particularly in California, where all of our operations, providers and patients are
located.
Additionally, as we have expanded into palliative, home health and hospice care through APS, we face competitors that have traditionally concentrated
in this segment and that may have greater resources and specialized expertise than we have. In many areas in which our palliative, home health and hospice
care programs are located, we compete with a large number of organizations, including:
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community-based home health and hospice providers;
national and regional companies;
hospital-based home health agencies, hospice and palliative care programs; and
nursing homes.
We may be unable to compete successfully with these competitors in palliative, home health and hospice care, and may expend significant resources
without success.
We rely on referrals from third parties for our services.
Our business relies in part on referrals from third parties for our services. We receive referrals from community medical providers, emergency
departments, payors, and hospitals in the same manner as other medical professionals receive patient referrals. We do not provide compensation or other
remuneration to our referral sources for referring patients to us. A decrease in these referrals due to competition, concerns about the quality of our services and
other factors could result in a significant decrease in our revenues and adversely impact our financial condition. Similarly, we cannot assure that we will be able
to obtain or maintain preferred provider status with significant third-party payors in the communities where we operate. If we are unable to maintain our referral
base or our preferred provider status with significant third-party payors, it may negatively impact our revenues and our financial performance.
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Hospitals and other inpatient and post-acute care facilities may terminate their agreements with us or reduce the fees they pay us.
For the year ended March 31, 2017, we derived approximately 49% of our net revenue for physician services from contracts directly with hospitals, other
inpatient and post-acute care facilities. Our current partner facilities may decide not to renew our contracts, introduce unfavorable terms, or reduce fees paid to
us. Any of these events may impact the ability of our physician practice groups to operate at such facilities, which would negatively impact our revenue, results of
operations and financial condition.
Some of the hospitals where our affiliated physicians provide services may have their medical staff closed to non-contracted physicians.
In general, our affiliated physicians may only provide services in a hospital where they have certain credentials, called privileges, which are granted by
the medical staff and controlled by the legally binding medical staff bylaws of the hospital. The medical staff decides who will receive privileges and the medical
staff of the hospitals where we currently provide services or wish to provide services could decide that non-contracted physicians can no longer receive
privileges to practice there. Such a decision would limit our ability to furnish services in a hospital, decrease the number of our affiliated physicians who could
provide services or preclude us from entering new hospitals. In addition, hospitals may attempt to enter into exclusive contracts for physician services, which
would reduce access to certain populations of patients within the hospital.
We may have difficulty collecting payments from third-party payors in a timely manner.
We derive significant revenue from third-party payors, and delays in payment or audits leading to refunds to payors may adversely impact our net
revenue. We assume the financial risks relating to uncollectible and delayed payments. In particular, we rely on some key governmental payors. Governmental
payors typically pay on a more extended payment cycle, which could result in our incurring expenses prior to receiving corresponding revenue. In the current
healthcare environment, payors are continuing their efforts to control expenditures for healthcare, including proposals to revise coverage and reimbursement
policies. We may experience difficulties in collecting revenue because third-party payors may seek to reduce or delay payment to which we believe we are
entitled. If we are not paid fully and in a timely manner for such services or there is a finding that we were incorrectly paid, our revenues, cash flows and financial
condition could be adversely affected.
Decreases in payor rates could adversely affect us.
Decreases in payor rates, either prospectively or retroactively, could have a significant adverse effect on our revenue, cash flow and results of
operations. For example, during fiscal 2016, Health Net, Inc. reduced payor rates to their payees, including us, retroactive to July 1, 2015 and LA Care reduced
payor rates to their payees, including us, retroactive to January 1, 2016.
Our business model depends on numerous complex management information systems, and any failure to successfully maintain these systems or
implement new systems could undermine our ability to receive ACO payments and otherwise materially harm our operations and result in potential
violations of healthcare laws and regulations.
We depend on a complex, specialized, integrated management information system and standardized procedures for operational and financial
information, as well as for our billing operations. We may be unable to enhance our existing management information systems or implement new management
information systems where necessary. Additionally, we may experience unanticipated delays, complications or expenses in implementing, integrating and
operating our systems. Our management information systems may require modifications, improvements or replacements that may require both substantial
expenditures as well as interruptions in operations. Our ability to implement these systems is subject to the availability of information technology and skilled
personnel to assist us in creating and implementing these systems. Our failure to successfully implement and maintain all of our systems could undermine our
ability to receive MSSP payments and otherwise have a material adverse effect on our business, results of operations and financial condition. Additionally, our
failure to successfully operate our billing systems could lead to potential violations of healthcare laws and regulations.
In the recent past, we have identified material weaknesses in our internal controls, which we have remediated. However, we cannot provide
assurances that these weaknesses will be not recur or that additional material weaknesses will not occur in the future. If our internal control over
financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent
fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and could
lead to a decline in our stock price, or result in action against us.
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under
the Exchange Act. In the recent past, we have identified a number of material weaknesses in our disclosure controls and procedures. These material
weaknesses could have allowed the reporting of inaccurate or incomplete information regarding our business in our public filings and have required us to devote
substantial resources to mitigating and resolving the weaknesses we have identified. Despite these efforts, we cannot provide assurances that these
weaknesses will not recur or that additional material weaknesses will not occur in the future.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Additionally, we intend to continue to grow our business, in part, through the acquisition of new entities and the consummation of the Merger. If and
when we acquire such existing entities, or consummate the Merger, our due diligence may fail to discover defects or deficiencies in the design and operations of
the internal controls over financial reporting of such entities, or defects or deficiencies in the internal controls over financial reporting may arise when we try to
integrate the operations of these newly acquired companies with our own. We can provide no assurances that we will not experience such issues in future
acquisitions, the result of which could have a material adverse effect on our financial statements.
The requirements of remaining a public company may strain our resources and distract our management, which could make it difficult to manage our
business.
As a public company, we are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying
with these requirements are time-consuming and expensive, creating pressure on our financial resources and, accordingly, our results of operations and financial
condition.
From time to time we may be required to write-off intangible assets, such as goodwill, due to impairment.
Our intangible assets are subject to annual impairment testing. Under current accounting standards, goodwill is tested for impairment on an annual basis
and we may be subject to impairment losses as circumstances change after an acquisition. If we record an impairment loss related to our goodwill, it could have
a material adverse effect on our results of operations for the year in which the impairment is recorded.
We currently derive 100% of our revenues in California and are vulnerable to changes in California healthcare laws and regulations.
Our business and operations are located in one state, California. Any material changes by California with respect to strategy, taxation and economics of
healthcare delivery, reimbursements, financial requirements or other aspects of regulation of the healthcare industry could have an adverse effect on our
business, results of operations and financial condition.
A prolonged disruption of the capital and/or credit markets may adversely affect our future access to capital, our cost of capital and our ability to
continue operations.
We have relied substantially on the capital and credit markets for liquidity and to execute our business strategies, which includes a combination of
internal growth and acquisitions. Volatility and disruption of the U.S. capital and credit markets may adversely affect our access to capital and/or increase our
cost of capital. Should current economic and market conditions deteriorate, our ability to finance our ongoing operations and our expansion may be adversely
affected, we may be unable to raise necessary funds, our cost of debt or equity capital may increase significantly if we are able to raise capital, and future access
to capital markets may be adversely affected.
We may be required to use a significant amount of cash on hand and/or raise capital if we are required to repay the holder of our $4,990,000
convertible note.
On March 30, 3017, we issued a Convertible Promissory Note to Alliance Apex, LLC (“Alliance”) for $4.99 million (the “Alliance Note”). The Alliance Note
is due and payable to Alliance on (i) December 31, 2017, or (ii) the date on which the Merger is terminated, whichever occurs first (“Maturity Date”). Upon the
closing, on or before the Maturity Date, of the Merger, the Alliance Note, together with accrued and unpaid interest, shall automatically be converted (a
“Mandatory Conversion”) into shares of our common stock, at a conversion price of $10.00 per share, subject to adjustment for stock splits, stock dividends,
reclassifications and other similar recapitalization transactions that occur after the date of the Alliance Note. If the Merger is not consummated, we will be
obligated to repay the Alliance Note, which would require a significant amount of cash on hand or the need to raise capital to pay off or refinance the Alliance
Note. There can be no assurance that is such event arose, we would have sufficient cash on hand to repay the Alliance Note or could raise capital on favorable
terms, or at all, to repay the Alliance Note.
Uncertain or adverse economic conditions may have a negative impact on our industry, business, results of operations or financial position.
Uncertain or adverse economic conditions could have a negative effect on the fundamentals of our business, results of operations and/or financial
position. These conditions could have a negative impact on our industry. There can be no assurance that we will not experience any material adverse effect on
our business as a result of future economic conditions or that the actions of the U.S. Government, Federal Reserve or other governmental and regulatory bodies,
for the purpose of stimulating the economy or financial markets will achieve their intended effect. Additionally, some of these actions may adversely affect
financial institutions, capital providers, our customers or our financial condition, results of operations or the price of our securities. Potential consequences of the
foregoing include:
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our ability to issue equity and/or borrow capital on terms and conditions that we find acceptable, or at all, may be limited, which could limit our ability to
access capital;
potential increased costs of borrowing capital if interest rates rise;
adverse terms imposed on us by any equity investor;
the possible impairment of some or all of the value of our goodwill and other intangible assets; and
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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the possibility that any then-existing lenders could refuse to fund any commitment to us or could fail, and we may not be able to replace or refinance the
financing commitment of any such lender on satisfactory terms, or at all.
Actual or perceived difficulties in the global capital and credit markets have adversely affected, and uncertain or adverse economic conditions may
negatively affect, our business. Ongoing uncertain economic conditions may affect our financial performance or our ability to forecast our business
with accuracy.
Our operations and performance depend primarily on California and U.S. economic conditions and their impact on purchases of, or capitated rates for,
our delivery of healthcare services. As a result of the global financial crisis that began in 2008, which was experienced on a broad and extensive scope and scale,
and the last recession in the United States, general economic conditions deteriorated significantly, and, although the markets have improved significantly, the
overall economic recovery since that time has been uneven. Declines in consumer and business confidence and private as well as government spending during
and since the last recession, together with significant reductions in the availability and increases in the cost of credit and volatility in the capital and credit
markets, as well as government budgeting, have adversely affected the business and economic environment in which we operate and can affect the profitability
of our business. Our business is significantly exposed to risks associated with government spending and private payor reimbursement rates. Economic
conditions may remain uncertain for the foreseeable future. We believe that this general economic uncertainty may continue in future periods, as our patients,
private payors and government payors alter their purchasing activities in response to the new economic reality, and, among other things, our patients may
change or scale back healthcare spending, and private and government payors could reduce reimbursement rates, which we have experienced. Additional
consequences of such adverse effects could include the delay or cancellation of consumer spending for discretionary and non-reimbursed healthcare. Future
disruption of the credit markets, increases in interest rates and/or sluggish economic growth in future periods could adversely affect our patients’ spending
habits, private payors’ access to capital (which supports the continuation and expansion of their businesses) and governmental budgetary processes, and, in
turn, could result in reduced revenue to us. The continuation or recurrence of any of these conditions may adversely affect our cash flow, results of operations
and financial condition. This uncertainty may also affect our ability to prepare accurate financial forecasts or meet specific forecasted results. If we are unable to
adequately respond to or forecast further changes in demand for healthcare services, our results of operations, financial condition and business prospects may
be materially and adversely affected.
Many of our agreements with hospitals and medical groups are relatively short term or may be terminated without cause by providing advance
notice, and any such termination could have a material adverse effect on our financial results, operations and future business plans.
Many of our hospitalist and other operating agreements are relatively short term or may be terminated without cause by providing advance notice. If
these agreements are terminated before the end of their terms, at the end of their term or are not renewed, we would lose the revenue generated by those
agreements. Any such terminations could have a material adverse effect on our results of operations, financial condition and future business plans.
Many of our agreements with hospitals and medical groups include prohibitions against our hiring physicians or patients or competing with the
hospital or medical group, which limits our ability to implement our business plan in certain areas.
Because many of our hospitalist and other operating agreements include prohibitions on our hiring physicians or patients or competing with the hospital
or medical group, our ability to hire physicians, attract patients or conduct business in certain areas may be limited in some cases.
If there is a change in accounting principles or the interpretation thereof by the Financial Accounting Standards Board (“FASB”) affecting
consolidation of VIEs, it could impact our consolidation of total revenues derived from such affiliated physician groups.
Our financial statements are consolidated and include the accounts of our majority-owned subsidiaries and various non-owned affiliated physician groups
that are VIEs, which consolidation is effectuated in accordance with applicable accounting rules. In the event of a change in accounting principles promulgated
by FASB or in FASB’s interpretation of its principles, or if there were an adverse determination by a regulatory agency or a court or a change in state or federal
law relating to the ability to maintain present agreements or arrangements with such physician groups, we may not be permitted to continue to consolidate the
total revenues of such organizations.
Accounting rules require that under some circumstances the VIE consolidation model be applied when a reporting enterprise holds a variable interest
(e.g., equity interests, debt obligations, certain management and service contracts) in a legal entity. Under this model, an enterprise must assess the entity in
which it holds a variable interest to determine whether it meets the criteria to be consolidated as a VIE. If the entity is a VIE, the consolidation framework next
identifies the party, if one exists, that possesses a controlling financial interest in a VIE, and requires that party to consolidate as the primary beneficiary. An
enterprise’s determination of whether it has a controlling financial interest in a VIE requires that a qualitative determination be made, and is not solely based on
voting rights.
If an enterprise determines the entity in which it holds a variable interest is not subject to the VIE guidance in Accounting Standards Codification (“ASC”)
810, the enterprise should apply the traditional voting control model (also outlined in ASC 810) which focuses on voting rights. In our case, the VIE consolidation
model applies to our controlled, but not owned, physician affiliated entities. Our determination regarding the consolidation of our affiliates could be challenged,
which could have a material adverse effect on our operations.
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Risks Related to Healthcare Regulation
The healthcare industry is complex and intensely regulated at the federal, state, and local levels and government authorities may determine that we
have failed to comply with applicable laws or regulations.
As a company involved in providing healthcare services, we are subject to numerous federal, state and local laws and regulations. There are significant
costs involved in complying with these laws and regulations. Moreover, if we are found to have violated any applicable laws or regulations, we could be subject
to civil and/or criminal damages, fines, sanctions or penalties, including exclusion from participation in governmental healthcare programs, such as Medicare and
Medicaid. We may also be required to change our method of operations. These consequences could be the result of current conduct or even conduct that
occurred a number of years ago. We also could incur significant costs merely if we become the subject of an investigation or legal proceeding alleging a violation
of these laws and regulations. We cannot predict whether a federal, state or local government will determine that we are not operating in accordance with law, or
whether, when or how the laws will change in the future and impact our business. Any of these actions could have a material adverse effect on our business,
financial condition and results of operations.
The following is a non-exhaustive list of some of the more significant healthcare laws and regulations that affect us:
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federal laws, including the federal False Claims Act, that provide for penalties against entities and individuals which knowingly or recklessly make claims to
Medicare, Medicaid, and other governmental healthcare programs, as well as third-party payors, that contain or are based upon false or fraudulent
information;
a provision of the Social Security Act, commonly referred to as the “Anti-Kickback Statute,” that prohibits the knowing and willful offering, payment,
solicitation or receipt of any bribe, kickback, rebate or other remuneration, in cash or in kind, in return for the referral or recommendation of patients for
items and services covered, in or in part, by federal healthcare programs such as Medicare and Medicaid;
a provision of the Social Security Act, commonly referred to as the Stark Law or physician self-referral law, that (subject to limited exceptions) prohibits
physicians from referring Medicare patients to an entity for the provision of specific “designated health services” if the physician or a member of such
physician’s immediate family has a direct or indirect financial relationship with the entity, and prohibits the entity from billing for services arising out of such
prohibited referrals;
a provision of the Social Security Act that provides for criminal penalties on healthcare providers who fail to disclose known overpayments;
a provision of the Social Security Act that provides for civil monetary penalties on healthcare providers who fail to repay known overpayments within 60 days
of identification or the date any corresponding cost report was due, if applicable, and also allows improper retention of known overpayments to serve as a
basis for False Claims Act violations;
state law provisions pertaining to anti-kickback, self-referral and false claims issues, which typically are not limited to relationships involving governmental
payors;
provisions of, and regulations relating to, the Health Insurance Portability and Accountability Act (“HIPAA”) that provide penalties for knowingly and willfully
executing a scheme or artifice to defraud a health-care benefit program or falsifying, concealing or covering up a material fact or making any material false,
fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services;
provisions of HIPAA and HITECH limiting how covered entities, business associates and business associate sub-contractors may use and disclose PHI and
the security measures that must be taken in connection with protecting that information and related systems, as well as similar or more stringent state laws;
federal and state laws that provide penalties for providers for billing and receiving payment from a governmental healthcare program for services unless the
services are medically necessary and reasonable, adequately and accurately documented, and billed using codes that accurately reflect the type and level of
services rendered;
federal laws that provide for administrative sanctions, including civil monetary penalties for, among other violations, inappropriate billing of services to federal
healthcare programs, payments by hospitals to physicians for reducing or limiting services to Medicare or Medicaid patients, or employing or contracting with
individuals or entities who/which are excluded from participation in federal healthcare programs;
federal and state laws and policies that require healthcare providers to enroll in the Medicare and Medicaid programs before submitting any claims for
services, to promptly report certain changes in their operations to the agencies that administer these programs, and to re-enroll in these programs when
changes in direct or indirect ownership occur or in response to revalidation requests from Medicare and Medicaid;
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state laws that prohibit general business entities from practicing medicine, controlling physicians’ medical decisions or engaging in certain practices, such as
splitting fees with physicians;
laws in some states that prohibit non-domiciled entities from owning and operating medical practices in their states;
provisions of the Social Security Act (emanating from the DRA) that require entities that make or receive annual Medicaid payments of $5 million or more
from a single Medicaid program to provide their employees, contractors and agents with written policies and employee handbook materials on federal and
state false claims acts and related statutes, that establish a new Medicaid Integrity Program designed to enhance federal and state efforts to detect Medicaid
fraud, waste, and abuse, and that increase financial incentives for both states and individuals to bring fraud and abuse claims against healthcare companies;
and
federal and state laws and regulations restricting the techniques that may be used to collect past due accounts from consumers, such as our patients, for
services provided to the consumer.
We cannot predict the effect that the ACA and its implementation, amendment, or repeal and replacement, may have on our business, results of
operations or financial condition.
The continued implementation of provisions of the ACA, the adoption of new regulations thereunder and ongoing legal challenges create an uncertain
environment for how the ACA may affect our business, results of operations and financial condition.
However, some of the reductions in Medicare spending, such as negative adjustments to the Medicare hospital inpatient and outpatient prospective
payment system market basket updates and the incorporation of productivity adjustments to the Medicare program’s annual inflation updates, became effective
starting in 2010. Although the expansion of health insurance coverage should increase revenues from providing care to previously uninsured individuals, many
of these provisions of the ACA, as currently provided, will continue to become effective beyond 2017, and the impact of such expansion may be gradual and may
not offset scheduled decreases in reimbursement.
On June 28, 2012, the U.S. Supreme Court upheld the constitutionality of the ACA, including the “individual mandate” provisions of the ACA that
generally require all individuals to obtain healthcare insurance or pay a penalty. However, the U.S. Supreme Court also held that the provision of the ACA that
authorized the HHS Secretary to penalize states that choose not to participate in the expansion of the Medicaid program by removing all of their existing
Medicaid funding was unconstitutional. In response to the ruling, a number of U.S. governors opposed their state’s participation in the expanded Medicaid
program, which resulted in the ACA not providing coverage to some low-income persons in those states. In addition, several bills have been, and are continuing
to be, introduced in Congress to amend all or significant provisions of the ACA, or repeal and replace the ACA with another law.
The ACA changed how healthcare services are covered, delivered, and reimbursed. The net effect of the ACA on our business is subject to numerous
variables, including the law’s complexity, lack of complete implementing regulations and interpretive guidance, gradual and potentially delayed implementation or
possible amendment, as well as the uncertainty as to the extent to which states will choose to participate in the expanded Medicaid program.
The Health Care Reform Acts mandated changes specific to home health and hospice benefits under Medicare. For home health, the Health Care
Reform Acts mandated the creation of a value-based purchasing program, development of quality measures, a decrease in home health reimbursement
beginning with federal year 2014 that will be phased-in over a four-year period, and a reduction in the outlier cap. In addition, the Health Care Reform Acts
require the HHS Secretary to test different models for delivery of care, some of which would involve home health services. They also require the HHS Secretary
to establish a national pilot program for integrated care for patients with specific conditions, bundling payment for acute hospital care, physician services,
outpatient hospital services (including emergency department services), and post-acute care services, which would include home health. The Health Care
Reform Acts further direct the HHS Secretary to rebase payments for home health, which will result in a decrease in home health reimbursement beginning in
2014 that is being phased-in over a four-year period. The HHS Secretary is also required to conduct a study to evaluate cost and quality of care among efficient
home health agencies regarding access to care and treating Medicare beneficiaries with varying severity levels of illness and provide a report to Congress.
Beginning October 1, 2012, the annual market basket rate increase for hospice providers was reduced by a formula that caused payment rates to be lower than
in the prior year.
The impact that changes in healthcare laws could have on us is uncertain but could be material.
Despite the enactment of the ACA and its being upheld by the U.S. Supreme Court as constitutional, continuing legal and political challenges to specific
parts of the ACA have added uncertainty about the current state of healthcare laws in the United States. This uncertainty has intensified following the 2016
President election and the publicly announced intention of the leadership of the majority in the 115th Congress to “repeal and replace” the ACA, related Health
Care Reform Acts and possibly other healthcare laws, and of the Administration to seek to have regulators amend or rescind certain regulations thereunder.
It is impossible to know what impact such efforts, assuming they are successful, will have on us. However, any changes in healthcare laws or
regulations that reduce, curtail or eliminate payments, government-subsidized programs, government-sponsored programs, and/or the expansion of Medicare or
Medicaid, among other actions, could have a material adverse effect on our business, results of operations and financial condition.
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Just as the fate of the ACA is uncertain, so is the future of ACOs, which were established under the ACA to improve care and reduce costs. We operate
an ACO and have been approved by CMS to operate an ACO under the NGACO Model. Under the MSSP and NGACO programs and pursuant to the
Participation Agreement we have entered into with CMS for our NGACO Model, our ACO operations will always be subject to the nation’s healthcare laws, as
amended, repealed or replaced from time to time.
It is impossible to know what impact such ‘repeal and replace” or similar efforts, assuming they are successful, will have on us. However, any changes
in healthcare laws or regulations that reduce, curtail or eliminate payments, reimbursements, government-subsidized programs, government-sponsored
programs, and/or the expansion of Medicare or Medicaid, among other actions, could have a material adverse effect on our business, results of operations and
financial condition.
Providers in the healthcare industry are sometimes the subject of federal and state investigations, as well as payor audits.
Due to our participation in government and private healthcare programs, we are sometimes involved in inquiries, reviews, audits and investigations by
governmental agencies and private payors of our business practices, including assessments of our compliance with coding, billing and documentation
requirements. Federal and state government agencies have active civil and criminal enforcement efforts that include investigations of healthcare companies, and
their executives and managers. Under some circumstances, these investigations can also be initiated by private individuals under whistleblower provisions which
may be incentivized by the possibility for private recoveries. The Deficit Reduction Act revised federal law to further encourage these federal, state and
individually-initiated investigations against healthcare companies.
Responding to these audit and enforcement activities can be costly and disruptive to our business operations, even when the allegations are without
merit. If we are subject to an audit or investigation and a finding is made that we were incorrectly reimbursed, we may be required to repay these agencies or
private payors, or we may be subjected to pre-payment reviews, which can be time-consuming and result in non-payment or delayed payment for the services
we provide. We also may be subject to other financial sanctions or be required to modify our operations.
Controls designed to reduce inpatient services may reduce our revenues.
Controls imposed by Medicare, Medicaid and commercial third-party payors designed to reduce admissions and lengths of stay, commonly referred to as
“utilization review”, have affected and are expected to continue to affect our operations. Federal law contains numerous provisions designed to ensure that
services rendered by hospitals to Medicare and Medicaid patients meet professionally recognized standards and are medically necessary and that claims for
reimbursement are properly filed. These provisions include a requirement that a sampling of admissions of Medicare and Medicaid patients must be reviewed by
quality improvement organizations, which review the appropriateness of Medicare and Medicaid patient admissions and discharges, the quality of care provided,
and the appropriateness of cases of extraordinary length of stay or cost on a post-discharge basis. Quality improvement organizations may deny payment for
services or assess fines and also have the authority to recommend to the U.S. Department of Health and Human Services that a provider which is in substantial
noncompliance with the standards of the quality improvement organization be excluded from participation in the Medicare program. The ACA potentially
expands the use of prepayment review by Medicare contractors by eliminating statutory restrictions on their use, and, as a result, efforts to impose more stringent
cost controls are expected to continue. Utilization review is also a requirement of most non-governmental managed care organizations and other third-party
payors. Inpatient utilization, average lengths of stay and occupancy rates continue to be negatively affected by payor-required preadmission authorization and
utilization review and by third party payor pressure to maximize outpatient and alternative healthcare delivery services for less acutely ill patients. Although we
are unable to predict the effect these controls and changes will have on our operations, significant limits on the scope of services reimbursed and on
reimbursement rates and fees could have a material, adverse effect on our business, financial position and results of operations.
Laws regulating the corporate practice of medicine could restrict the manner in which we are permitted to conduct our business and the failure to
comply with such laws could subject us to penalties or require a corporate restructuring.
Some states have laws that prohibit business entities from practicing medicine, employing physicians to practice medicine, exercising control over
medical decisions by physicians (also known collectively as the corporate practice of medicine) or engaging in some arrangements, such as fee-splitting, with
physicians. In some states these prohibitions are expressly stated in a statute or regulation, while in other states the prohibition is a matter of judicial or
regulatory interpretation. California is one of the states that prohibit the corporate practice of medicine.
In California, we operate by maintaining contracts with our affiliated physician groups which are each owned and operated by physicians and which
employ or contract with additional physicians to provide physician services. Under these arrangements, we provide management services, receive a
management fee for providing non-medical management services, do not represent that we offer medical services, and do not exercise influence or control over
the practice of medicine by the physicians or the affiliated physician groups.
In addition to the above management arrangements, we have some contractual rights relating to the transfer of equity interests in some of our affiliated
physician groups to a nominee shareholder designated by us, through physician shareholder agreements, with Dr. Hosseinion, the controlling equity holder of
such affiliated physician groups. However, such equity interests cannot be transferred to or held by us or by any non-professional organization. Accordingly, we
do not directly own any equity interests in any physician groups in California. In the event that any of these affiliated physician groups fails to comply with the
management arrangement or any management arrangement is terminated and/or we are unable to enforce its contractual rights over the orderly transfer of
equity interests in its affiliated physician groups, or California law is interpreted to invalidate these arrangements, there could be a material adverse effect on our
business, results of operations and financial condition.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Our palliative care business is subject to rules, prohibitions, regulations and reimbursement requirements that differ from those that govern our
primary home health and hospice operations.
We continue to develop our palliative care services, which is a type of care focused upon relieving pain and suffering in patients who do not quality for,
or who have not yet elected, hospice services. The continued development of this business line exposes us to additional risks, in part because the business line
requires us to comply with additional Federal and state laws and regulations that differ from those that govern our home health and hospice business. This line of
business requires compliance with different Federal and state requirements governing licensure, enrollment, documentation, prescribing, coding, billing and
collection of coinsurance and deductibles, among other requirements. Additionally, some states have prohibitions on the corporate practice of medicine and fee-
splitting, which generally prohibit business entities from owning or controlling medical practices or may limit the ability of clinical professionals to share
professional service income with non-professional or business interests. Reimbursement for palliative care and house calls services is generally conditioned on
our clinical professionals providing the correct procedure and diagnosis codes and properly documenting both the service itself and the medical necessity for the
service. Incorrect or incomplete documentation and billing information, or the incorrect selection of codes for the level and type of service provided, could result in
non-payment for services rendered or lead to allegations of billing fraud. Further, compliance with applicable regulations may cause us to incur expenses that we
have not anticipated, and if we are unable to comply with these additional legal requirements, we may incur liability, which could have a material adverse effect
on our business and consolidated financial condition, results of operations and cash flows.
Our palliative care business line is subject to new licensing requirements, which will require us to expend resources to comply with the changing
requirements.
In October 2013, California enacted the Home Care Services Consumer Protection Act. The act establishes a licensing program for home care
organizations, and requires background checks, basic training and tuberculosis screening for the aides that are employed by home care organizations. Home
care organizations and aides had until January 1, 2015 to comply with the new licensing and background check requirements. Because we operate in California,
the requirements of the act are expected to impose additional costs on us.
We do not have a limited Knox-Keene license.
We do not hold a limited Knox-Keene license, which is a managed care plan license in California. If the DMHC were to determine that we have been
inappropriately taking risk for institutional and professional services as a result of our various hospital and physician arrangements without having a limited Knox-
Keene license, we may be required to obtain a limited Knox-Keene license to resolve such violations and we could be subject to civil and criminal liability, any of
which could have a material adverse effect on our business, results of operations and financial condition.
Our revenue may be negatively impacted by the failure of our affiliated physicians to appropriately document services they provide.
We rely upon our affiliated physicians to appropriately and accurately complete necessary medical record documentation and assign appropriate
reimbursement codes for their services. Reimbursement to us is conditioned upon, in part, our affiliated physicians providing the correct procedure and diagnosis
codes and properly documenting the services themselves, including the level of service provided and the medical necessity for the services. If our affiliated
physicians have provided incorrect or incomplete documentation or selected inaccurate reimbursement codes, this could result in nonpayment for services
rendered or lead to allegations of billing fraud. This could subsequently lead to civil and criminal penalties, including exclusion from government healthcare
programs, such as Medicare and Medicaid. In addition, third-party payors may disallow, in whole or in part, requests for reimbursement based on determinations
that certain amounts are not covered, services provided were not medically necessary, or supporting documentation was not adequate. Retroactive adjustments
may change amounts realized from third-party payors and result in recoupments or refund demands, affecting revenue already received.
Changes associated with reimbursement by third-party payors for the Company’s services may adversely affect our operating results and financial
condition.
The medical services industry is undergoing significant changes with government and other third-party payors that are taking measures to reduce
reimbursement rates or, in some cases, denying reimbursement altogether. There is no assurance that government or other third-party payors will continue to
pay for the services provided by our affiliated medical groups. Furthermore, there has been, and continues to be, a great deal of discussion and debate about the
repeal and replacement of existing government reimbursement programs, such as the ACA. As a result, the future of healthcare reimbursement programs is
uncertain, making long-term business planning difficult and imprecise. The failure of government or other third party payors to cover adequately the medical
services provided by us could have a material adverse effect on our business, results of operations and financial condition.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Compliance with federal and state privacy and information security laws is expensive, and we may be subject to government or private actions due
to privacy and security breaches.
We must comply with numerous federal and state laws and regulations governing the collection, dissemination, access, use, security and confidentiality
of patient health information (“PHI”), including HIPAA and HITECH. As part of our medical record keeping, third-party billing, and other services, we collect and
maintain PHI in paper and electronic format. Therefore, new privacy or security laws, whether implemented pursuant to federal or state action, could have a
significant effect on the manner in which we handle healthcare-related data and communicate with payors. In addition, compliance with these standards could
impose significant costs on us or limit our ability to offer services, thereby negatively impacting the business opportunities available to us. Despite our efforts to
prevent security and privacy breaches, they may still occur. If any non-compliance with existing or new laws and regulations related to PHI results in privacy or
security breaches, we could be subject to monetary fines, civil suits, civil penalties or even criminal sanctions.
As a result of the expanded scope of HIPAA through HITECH, we may incur significant costs in order to minimize the amount of “unsecured PHI” we
handle and retain or to implement improved administrative, technical or physical safeguards to protect PHI. We may incur significant costs in order to
demonstrate and document whether there is a low probability that PHI has been compromised in order to overcome the presumption that an impermissible use
or disclosure of PHI results in a reportable breach. We may incur significant costs to notify the relevant individuals, government entities and, in some cases, the
media, in the event of a breach and to provide appropriate remediation and monitoring to mitigate the possible damage done by any such breach.
Providers must be properly enrolled in governmental healthcare programs, such as Medicare and Medicaid, before they can receive reimbursement
for providing services, and there may be delays in the enrollment process.
Each time a new affiliated physician joins us, we must enroll the affiliated physician under our applicable group identification number for Medicare and
Medicaid programs and for certain managed care and private insurance programs before we can receive reimbursement for services the physician renders to
beneficiaries of those programs. The estimated time to receive approval for the enrollment is sometimes difficult to predict and, in recent years, the Medicare
program carriers often have not issued these numbers to our affiliated physicians in a timely manner. These practices result in delayed reimbursement that may
adversely affect our cash flow.
We may face malpractice and other lawsuits that may not be covered by insurance.
Malpractice lawsuits are common in the healthcare industry. The medical malpractice legal environment varies greatly by state. The status of tort reform,
availability of non-economic damages or the presence or absence of other statutes, such as elder abuse or vulnerable adult statutes, influence the incidence
and severity of malpractice litigation. We may also be subject to other types of lawsuits which may involve large claims and significant defense costs. Many
states have joint and several liabilities for all healthcare providers who deliver care to a patient and are at least partially liable. As a result, if one healthcare
provider is found liable for medical malpractice for the provision of care to a particular patient, all other healthcare providers who furnished care to that same
patient, including possibly our affiliated physicians, may also share in the liability, which may be substantial.
We currently maintain malpractice liability insurance coverage to cover professional liability and other claims for certain hospitalists and clinic physicians.
All of our physicians are required to carry first dollar coverage with limits of coverage equal to $1,000,000 for all claims based on occurrence up to an aggregate
of $3,000,000 per year. We cannot be certain that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us, our
affiliated professional organizations or our affiliated physicians, and we cannot provide assurance that any future liabilities will not have a material adverse impact
on our results of operations, cash flows or financial position. Liabilities in excess of our insurance coverage, including coverage for professional liability and other
claims, could have a material adverse effect on our business, financial condition, and results of operations. In addition, our professional liability insurance
coverage generally must be renewed annually and may not continue to be available to us in future years at acceptable costs and on favorable terms.
We have established reserves for potential medical liabilities losses which are subject to inherent uncertainties and a deficiency in the established
reserves may lead to a reduction in our net income.
We establish reserves for estimates of IBNR due to contracted physicians, hospitals, and other professional providers and risk-pool liabilities. IBNR
estimates are developed using actuarial methods and are based on many variables, including the utilization of health care services, historical payment patterns,
cost trends, product mix, seasonality, changes in membership, and other factors. 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. The inherent difficulty in interpreting contracts and the estimated level of necessary reserves could
result in significant fluctuations in our estimates from period to period. It is possible that actual losses and related expenses may differ, perhaps substantially,
from the reserve estimates reflected in our financial statements. If subsequent claims exceed our estimated reserves, we may be required to increase reserves,
which would lead to a reduction in our assets or net income.
Litigation expenses may be material.
The defense of litigation, including fees of legal counsel, expert witnesses and related costs, is expensive and difficult to forecast accurately. In general,
such costs are unrecoverable even if we ultimately prevail in litigation and could represent a significant portion of our limited capital resources. To defend
lawsuits, it is also necessary for us to divert officers and other employees from their normal business functions to gather evidence, give testimony and otherwise
support litigation efforts. We expect to experience higher than normal litigation costs until the lawsuits by our competitor are decided.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
If we lose any material litigation, we could face material judgments or awards against us. An unfavorable resolution of one or more of the proceedings in
which we are involved now or in the future could have a material adverse effect on our business, assets, cash flow and financial condition.
We may also in the future find it necessary to file lawsuits to recover damages or protect our interests. The cost of such litigation could also be significant
and unrecoverable, which may also deter us from aggressively pursuing even legitimate claims.
We may be subject to litigation related to the agreements that our IPAs enter into with primary care physicians.
It is common in the medical services industry for primary care physicians to be affiliated with multiple IPAs. Our IPAs often enter into agreements with
physicians who are also affiliated with our competitors. However, some of our competitors at times enter into agreements with physicians that require the
physician to provide services exclusively to that competitor. Our IPAs often have no knowledge, and no way of knowing, whether a physician seeking to affiliate
with us is subject to an exclusivity agreement unless the physician informs us of that agreement. Our IPAs rely on the physicians seeking to affiliate with us to
determine whether they are able to enter into the proposed agreement. Competitors have initiated lawsuits against us based in part on interference with such
exclusivity agreements, and may do so in the future. An adverse outcome in one or more of such lawsuits could adversely affect our business, assets, cash flow
and financial condition.
Changes in the rates or methods of Medicare reimbursements may adversely affect our operations.
In order to participate in the Medicare program, we must comply with stringent and often complex enrollment and reimbursement requirements. These
programs generally provide for reimbursement on a fee-schedule basis rather than on a charge-related basis, meaning that generally we cannot increase our
revenue by increasing the amount we charge for our services. To the extent that our costs increase, we may not be able to recover our increased costs from
these programs and cost containment measures and market changes in non-governmental insurance plans have generally restricted our ability to recover, or
shift to non-governmental payors, these increased costs. In attempts to limit federal and state spending, there have been, and we expect that there will continue
to be, a number of proposals to limit or reduce Medicare reimbursement for various services. In April of 2015, the Medicare Access and CHIP Reauthorization
Act of 2015 (“MACRA”) was signed into law, which made numerous changes to Medicare, Medicaid, and other healthcare related programs. These changes
include new systems for establishing the annual updates to payment rates for physicians’ services in Medicare. Our business may be significantly and adversely
affected by MACRA and any changes in reimbursement policies and other legislative initiatives aimed at or having the effect of reducing healthcare costs
associated with Medicare, TRICARE (which provides civilian health benefits for U.S Armed Forces military personnel, military retirees, and their dependents) and
other government healthcare programs.
Our business also could be adversely affected by reductions in, or limitations of, reimbursement amounts or rates under these government programs,
reductions in funding of these programs or elimination of coverage for certain individuals or treatments under these programs.
Overall payments made by Medicare for hospice services are subject to cap amounts. Total Medicare payments to us for hospice services are compared
to the cap amount for the hospice cap period, which runs from November 1 of one year through October 31 of the next year. CMS generally announces the cap
amount in the month of July or August in the cap period and not at the beginning of the cap period. Accordingly, we must estimate the cap amount for the cap
period before CMS announces the cap amount. If our estimate exceeds the later announced cap amount, we may suffer losses. CMS can also make retroactive
adjustments to cap amounts announced for prior cap periods, in which case payments to us in excess of the cap amount must be returned to Medicare. A
second hospice cap amount limits the number of days of inpatient care to not more than 20 percent of total patient care days within the cap period.
In addition, the Health Care Reform Acts includes several provisions that could adversely impact hospice providers, including a provision to reduce the
annual market basket update for hospice providers by a productivity adjustment. We cannot predict whether any healthcare reform initiatives will be
implemented, or whether the Health Care Reform Acts or other changes in the administration of governmental healthcare programs or interpretations of
governmental policies or other changes affecting the healthcare system will adversely affect our revenues. Further, due to budgetary concerns, several states
have considered or are considering reducing or eliminating the Medicaid hospice benefit. Reductions or changes in Medicare or Medicaid funding could
significantly reduce our net patient service revenue and our profitability.
If we inadvertently employ or contract with an excluded person, we may face government sanctions.
Individuals and entities can be excluded from participating in the Medicare and Medicaid programs for violating certain laws and regulations, or for other
reasons such as the loss of a license in any state, even if the individual retains other licensure. This means that they (and all others) are prohibited from
receiving payment for their services rendered to Medicare or Medicaid beneficiaries, and if the excluded individual is a physician, all services ordered (not just
provided) by such physician are also non-covered and non-payable. Entities which employ or contract with excluded individuals are prohibited from billing the
Medicare or Medicaid programs for the excluded individual’s services, and are subject to civil monetary penalties if they do. The U.S. Department of Health and
Human Services Office of the Inspector General (“OIG”) maintains a list of excluded individuals and entities. Although we have instituted policies and procedures
through our compliance program to minimize the risks, there can be no assurance that we will not inadvertently hire or contract with an excluded person, or that
any of our current employees or contracts will not become excluded in the future without our knowledge. If this occurs, we may be subject to substantial
repayments and civil penalties, and the hospitals at which we furnish services also may be subject to repayments and sanctions, for which they may seek
recovery from us.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
We may be impacted by eligibility changes to government and private insurance programs.
Due to potential decreased availability of healthcare through private employers, the number of patients who are uninsured or participate in governmental
programs may increase. A shift in payor mix from managed care and other private payors to government payors or the uninsured may result in a reduction in our
rates of reimbursement or an increase in our uncollectible receivables or uncompensated care, with a corresponding decrease in our net revenue. Changes in
the eligibility requirements for governmental programs also could increase the number of patients who participate in such programs or the number of uninsured
patients. Even for those patients who remain with private insurance, changes in those programs could increase patient responsibility amounts, resulting in a
greater risk for us of uncollectible receivables. Further, our hospice related business could become subject to “quality star ratings” and, if sufficient quality is not
achieved, reimbursement could be negatively impacted. These factors and events could have a material adverse effect on our business, results of operations
and financial condition.
Federal and state laws may limit our effectiveness at collecting monies owed to us from patients.
We utilize third parties, whom we do not and cannot control, to collect from patients any co-payments and other payments for services that our physicians
provide to patients. The federal Fair Debt Collection Practices Act (the “FDCPA”) restricts the methods that third-party collection companies may use to contact
and seek payment from consumer debtors regarding past due accounts. State laws vary with respect to debt collection practices, although most state
requirements are similar to those under the FDCPA. If our collection practices or those of our collection agencies are inconsistent with these standards, we may
be subject to actual damages and penalties. These factors and events could have a material adverse effect on our business, results of operations and financial
condition.
If we are unable to effectively adapt to changes in the healthcare industry, including changes to laws and regulations regarding or affecting
healthcare reform or the healthcare industry, our business may be harmed.
Due to the importance of the healthcare industry in the lives of all Americans, federal, state, and local legislative bodies frequently pass legislation and
promulgate regulations relating to healthcare reform or that affect the healthcare industry. As has been the trend in recent years, it is reasonable to assume that
there will continue to be increased federal oversight and regulation of the healthcare industry in the future. We cannot assure you as to the ultimate content,
timing or effect of any new healthcare legislation or regulations, nor is it possible at this time to estimate the impact of potential new legislation or regulations on
our business. It is possible that future legislation enacted by Congress or state legislatures, or regulations promulgated by regulatory authorities at the Federal or
state level, could adversely affect our business or could change the operating environment of the hospitals and other facilities where our physicians provide
services. It is possible that the changes to the Medicare or other governmental healthcare program reimbursements may serve as precedent to possible changes
in other payors’ reimbursement policies in a manner averse to us. Similarly, changes in private payor reimbursements could lead to adverse changes in
Medicare and other governmental healthcare programs which could have a material adverse effect on our business, financial condition and results of operations.
We may incur significant costs to adopt certain provisions under HITECH.
HITECH was enacted into law on February 17, 2009 as part of the American Recovery and Reinvestment Act of 2009. Among the many provisions of
HITECH are those relating to the implementation and use of certified electronic health records (“EHR”). Our patient medical records are maintained and under the
custodianship of the healthcare facilities in which we operate. However, to adopt the use of EHRs utilized by these healthcare facilities, determine to adopt
certain EHRs, or comply with any related provisions of HITECH, we may incur significant costs which could have a material adverse effect on our business
operations and financial position.
The healthcare industry is becoming increasingly reliant on use of technology.
The role of technology is greatly increasing in the delivery of healthcare, which provides risk to traditional physician-driven healthcare delivery companies
such as ours. We need to understand and integrate with electronic health records, databases, cloud-based billing systems and many other technology
applications in the delivery of our services. Additionally, consumers are using mobile applications and care and cost research in selecting and usage of
healthcare services. We rely on employees and third parties with technology knowledge and expertise and could be at risk if resources are not properly
established, maintained or secured.
We may be exposed to cybersecurity risks.
While we have not experienced any cybersecurity incidents, the nature of our business and the requirements of healthcare privacy laws such as HIPAA
and HITECH, impose significant obligations on us to maintain the privacy and protection of patient medical information. Any cybersecurity incident could expose
us to violations of HIPAA and/or HITECH that, even unintended, could cause significant financial exposure to us in the form of fines and costs of remediation of
any such incident.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Risks Related to the Ownership of Our Securities
Our stock is thinly traded, the market price of our common stock is volatile, and the value of your investment could fluctuate, and decline,
significantly.
Our stock is thinly traded. In part because of that, and for other reasons, the trading price of our common stock has been, and we expect it to continue to
be, volatile. The price at which our common stock trades depends upon a number of factors, including our results of operations, our financial situation, the
announcement and consummation of certain transactions, our ability or inability to raise the additional capital and the terms on which we raise capital and trading
volume. Other factors include:
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variations in quarterly operating results;
developments in the hospitalists markets;
announcements of acquisitions dispositions and other corporate level transactions;
announcements of financings and other capital raising transactions;
sales of stock by our stockholders generally and our larger stockholders in particular;
general inefficiencies of trading on junior markets or quotations systems, including the need to comply on a state-by-state basis with state “blue sky”
securities laws for the resale of our common stock on OTC Pink; and
general stock market and economic conditions.
There has been a limited trading market for our common stock to date.
There has been limited trading volume in our common stock, which is quoted on OTC Pink under the trading symbol “AMEH”. It is anticipated that there
will continue to be a limited trading market for our common stock on OTC Pink and it is often difficult to obtain accurate price quotes for our stock on OTC Pink. A
lack of an active market may impair our stockholders’ ability to sell shares at the time they wish to sell shares or at a price that our stockholders consider
reasonable. The lack of an active market may also reduce the fair market value of our common stock. An inactive market may also impair our ability to raise
capital by selling shares of capital stock and may impair our ability to acquire other companies by using common stock as consideration.
Investors may experience dilution of their ownership interests because of the future issuance of additional shares of our common stock.
We have issued some of our directors, officers, other employees, consultants, lenders and other third parties securities, including options, warrants,
convertible preferred stock and convertible debt, that such parties may exercise or convert into shares of our common stock. Such conversions or exercises
would result in the issuance of additional shares of our common stock, resulting in dilution of the ownership interests of our present stockholders.
Moreover, we may in the future issue additional authorized but previously unissued equity securities, resulting in further dilution of the ownership
interests of our present stockholders. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for
common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes or for other business
purposes. For example, we will have to issue additional shares of common stock to NNA if we fail to comply with NNA’s registration rights.
The future issuance of any such additional shares of common stock may create downward pressure on the trading price of our common stock. There can
be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with any capital
raising efforts, including at a price (or exercise prices) below the price at which shares of our common stock are currently traded at such time.
Delaware law and our Certificate of Incorporation could discourage a change in control, or an acquisition of us by a third party, even if the acquisition
would be favorable to our stockholders.
The Delaware General Corporation Law contains provisions that may have the effect of making more difficult or delaying attempts by others to obtain
control of us, even when these attempts may be in the best interests of our stockholders. Delaware law imposes conditions on certain business combination
transactions with “interested stockholders”. These provisions and others that could be adopted in the future could deter unsolicited takeovers or delay or prevent
changes in our control or management, including transactions in which stockholders might otherwise receive a premium for their shares over then current market
prices. These provisions may also limit the ability of stockholders to approve transactions that they may deem to be in their best interests.
Our Certificate of Incorporation empowers the Board of Directors to establish and issue one or more classes of preferred stock, and to determine the
rights, preferences and privileges of the preferred stock. These provisions give the Board of Directors the ability to deter, discourage or make more difficult a
change in control of our company, even if such a change in control could be deemed in the interest of our stockholders or if such a change in control would
provide our stockholders with a substantial premium for their shares over the then-prevailing market price for the common stock.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
In the past, our common stock has been subject to the “penny stock” rules of the SEC and it could become subject to that rule again. Additionally,
trading in our securities is very limited, which makes transactions in our common stock cumbersome, increases stock price volatility and may
reduce the value of an investment in our securities.
The SEC has adopted Rule 3a51-1 under the Exchange Act, which establishes the definition of a “penny stock”, for the purposes relevant to us, as any
equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. During
the last 52 weeks, our common stock has traded at both below and above $5.00 per share. For any transaction involving a penny stock, unless exempt, Rule
15g-9 under the Exchange Act requires:
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a broker or dealer to approve a person’s account for transactions in penny stocks; and
a broker or dealer receives a written agreement for the transaction from the investor, setting forth the identity and quantity of the penny stock to be
purchased.
In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
obtain financial information and investment experience objectives of the person; and
· make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock
market, which, among other things:
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sets forth the basis on which the broker or dealer made the suitability determination; and
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in
cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks. Generally, brokers may be less willing to execute transactions in securities subject to the “penny
stock” rules. This may make it more difficult for investors to purchase or sell our common stock and cause a decline in the market value of our stock or
underscore our stock’s volatility in the market.
Additionally, our common stock is relatively thinly traded and on a number of days there are no market transactions in our common stock. This could
contribute to stock price volatility or supply/demand imbalances that could adversely affect the price of our common stock from time to time, making an
investment in our common stock less attractive to certain investors.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
Our corporate headquarters are located at 700 North Brand Boulevard, Suite 1400, Glendale, California 91203. Under the original lease of the
premises, we occupied space in Suite 220. On October 14, 2014, our lease was amended by a Second Amendment (the “Second Lease Amendment”),
pursuant to which we relocated our corporate headquarters to a larger suite in the same office building in October 2015. The Second Lease Amendment
relocates the leased premises from Suite No. 220 to Suite Nos. 1400, 1425 and 1450, which collectively include 16,484 rentable square feet (the “New
Premises”). The New Premises were improved with an allowance of $659,360, provided by the landlord, for construction and installation of equipment for the
New Premises. The Second Lease Amendment also extends the term of the lease for approximately six years after we occupy the New Premises and increases
our security deposit. The Second Lease Amendment sets the New Premises base rent at $37,913 per month for the first year and schedules annual increases in
base rent each year until the final rental year, which is capped at $43,957 per month. However, the base rent will be abated by up to $228,049 subject to other
terms of the lease.
AMM leases the SCHC premises located in Los Angeles, California, consisting of 8,766 rentable square feet, for a term of ten years. The base rent for
the SCHC lease is approximately $33,000 per month.
ITEM 3.
LEGAL PROCEEDINGS
In the ordinary course of our business, we 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. We may also become subject to other lawsuits which could involve
significant claims and/or significant defense costs.
ITEM 4.
MINE SAFETY DISCLOSURES.
Not applicable.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 5.
MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
PART II
Market Information
Our common stock is quoted on OTC Pink under the symbol, “AMEH”.
The following table sets forth, during the fiscal quarters presented, the high and low bid prices of our common stock as reported by OTC Pink. The
quotations below reflect inter-dealer prices, without retail markup, markdown or commissions and may not necessarily represent actual transactions.
Fiscal Year ended March 31, 2017
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Fiscal Year ended March 31, 2016
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
Low
$
$
High
$
$
7.50
6.00
9.00
10.25
9.75
10.00
7.25
6.00
Low
3.75
3.55
1.41
7.50
3.75
6.00
4.75
4.00
On June 26, 2017, the closing price of our common stock as quoted on OTC Pink was $10.00.
Stockholders
As of June 26, 2017, as reported by the Company’s stock transfer agent, there were approximately 351 holders of record of our common stock. We
believe that the number of beneficial owners of our common stock substantially exceeds this number.
Dividends
To date we have not paid any cash dividends on our common stock and we do not contemplate the payment of cash dividends in the foreseeable future.
Our future dividend policy will depend on our earnings, capital requirements, financial condition, and other factors considered relevant to our ability to pay
dividends.
Recent Sales of Unregistered Securities
On October 14, 2015, we sold 1,111,111 units (the “Series A Units”), each Series A Unit consisting of one share of our Series A Preferred Stock (the
“Series A Preferred Stock”) and a stock purchase warrant (the “Series A Warrant”) to purchase one share of our common stock at an exercise price of $9.00 per
share, for which NMM paid us $10,000,000. We used the proceeds primarily to repay certain outstanding indebtedness owed by us to NNA and the balance for
working capital. For accounting purposes this preferred stock was classified as temporary or mezzanine equity.
On November 17, 2015, we agreed to issue a total of 600,000 shares of our Common Stock to NNA pursuant to the Second Amendment and
Conversion Agreement among NNA, Warren Hosseinion, M.D., Adrian Vazquez, M.D. and us (the “Conversion Agreement”). Pursuant to the Conversion
Agreement, we agreed to issue to NNA (i) 275,000 shares of our common stock and to pay accrued and unpaid interest of $47,112, in full satisfaction of NNA’s
conversion and other rights under the 8% Convertible Note dated March 28, 2014, issued by us to NNA, in the principal amount of $2,000,000; and (ii) 325,000
shares of our common stock in exchange for all stock purchase warrants held by NNA (the “NNA Warrants”), under which NNA had the right to purchase
300,000 shares of our common stock at an exercise price of $10.00 per share and 200,000 shares at an exercise price of $20.00 per share, in each case subject
to anti-dilution adjustments.
On January 13, 2016, we issued 275,000 shares of our common stock to the sole shareholder of Healarium, Inc., the assets of which we purchased for
such consideration and a payment by the seller to us of $200,000.
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On March 30, 2016, we sold NMM 555,555 units (the “Series B Units”) each Series B Unit consisting of one share of our Series B Preferred Stock (the
“Series B Preferred Stock”) and a stock purchase warrant (the “Series B Warrant”) to purchase one share of our common stock at an exercise price of $10.00 per
share, for which NMM paid us $4,999,995.
The securities described above were all issued in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of
1933, as amended, and/or Rule 506(b) of Regulation D promulgated by the SEC thereunder. For more information regarding these issuances, see
“Management’s Discussion and Analysis and Results of Operations – Liquidity and Capital Resources”.
In connection with the conversion by several holders of our 9% Notes into an aggregate 138,463 shares of our common stock, (i) on or about August 23,
2016, we issued an aggregate 45,717 shares of our common stock to four such individuals; and (ii) on or about September 22, 2016, we issued an aggregate
26,124 shares of our common stock to three such individuals. As of March 31, 2017, an aggregate 66,622 shares of our common stock had not yet been issued
to the remaining four such individuals. We received no proceeds in connection with any of these exercises or issuances. 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 Rule 506(b) of Regulation D or Regulation
S promulgated thereunder.
In connection with the exercise by several holders of certain warrants into an aggregate 150,000 shares of our common stock, on or about October 21,
2016, we issued an aggregate 140,000 shares of our common stock to ten such individuals. As of March 31, 2017, an aggregate 10,000 shares of our common
stock had not yet been issued to the remaining one such individual. We received approximately $172,000 in connection with these exercises. 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 Rule 506(b) of
Regulation D or Regulation S promulgated thereunder.
On November 4, 2016, in connection with our acquisition of all of the stock of BAHA, we issued a stock purchase warrant to Dr. Enderby to purchase up
to 24,000 shares of our common stock at an exercise price of $4.50 per share (the “Enderby Warrant”), which was the closing price of our common stock on the
trading day immediately preceding the closing date of that acquisition. The Enderby Warrant may be exercised in equal monthly installments of 1,000 shares
over a 24-month period commencing on December 4, 2016 and terminating on November 4, 2018. The Enderby Warrant contains additional provisions typical of
an agreement of this type, including exercise procedures; a “cashless exercise” feature; adjustment of the warrant exercise price and/or the number of shares for
which the Warrant may be exercised in the event of certain events, such as stock dividends, stock splits, recapitalizations and similar transactions; governing
law and venue for litigation of disputes.
On November 17, 2016, we issued the Chindris Warrant to purchase up to 5,000 shares of our common stock at an exercise price of $9.00 per share.
All the securities described above that were issued in November 2016 were issued in reliance upon the exemption from registration contained in Section
4(a)(2) of the Securities Act of 1933, as amended.
Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our
existing equity compensation plans and agreements as of March 31, 2017, including our 2010 Equity Incentive Plan (the “2010 Plan”), our 2013 Equity Incentive
Plan (the “2013 Plan”) and our 2015 Equity Incentive Plan (the “2015 Plan”). The material terms of each of these plans and agreements are described in the
Notes to our Consolidated Financial Statements, which are part of this report.
Number of
shares of
common stock
to be issued
upon exercise of
outstanding
options,
warrants, and
rights
Weighted-
average
exercise price
of outstanding
options,
warrants, and
rights
Number of
shares of
common stock
remaining
available for
future
issuance under
equity
compensation
plans
(excluding
securities
reflected)
1,165,350
-
1,165,350
$
$
4.24
-
4.24
1,023,600
-
1,023,600
53
Plan Category
Equity compensation plans approved by stockholders
Equity compensation plans not approved by stockholders
Total
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 6.
SELECTED FINANCIAL DATA
Not applicable.
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following management’s discussion and analysis together with our consolidated financial statements and the related notes which have been
included in this Annual Report. This discussion contains forward-looking statements about our business and operations. Our actual results may differ materially
from those we currently anticipate as a result of the factors we describe under “Risk Factors” and elsewhere in this Annual Report.
Overview
We are a patient-centered, physician-centric integrated population health management company working to provide coordinated, outcomes-based
medical care in a cost-effective manner. Led by a management team with over a decade of experience, we have built a company and culture that is focused on
physicians providing high-quality medical care, population health management and care coordination for patients, particularly senior patients and patients with
multiple chronic conditions. We believe that we are well-positioned to take advantage of changes in the rapidly evolving U.S. healthcare industry, as there is a
growing national movement towards more results-oriented healthcare centered on the triple aim of patient satisfaction, high-quality care and cost efficiency.
We implement and operate innovative health care models to create a patient-centered, physician-centric experience. We have the following integrated,
synergistic operations:
·
·
·
·
·
·
·
Hospitalists, which includes our contracted physicians who focus on the delivery of comprehensive medical care to hospitalized patients;
An MSSP ACO, which focuses on providing high-quality and cost-efficient care to Medicare FFS patients;
A NGACO, which started operations on January 1, 2017, and focuses on providing high-quality and cost-efficient care for Medicare fee-for-
service patients;
An IPA, which contracts with physicians and provides care to Medicare, Medicaid, commercial and dual-eligible patients on a risk- and value-
based fee basis;
One clinic which we own, and which provides specialty care in the greater Los Angeles area;
Hospice care, Palliative care, and home health services, which include our at-home and end-of-life services; and
A cloud-based population health management IT platform, which was acquired in January 2016, and includes digital care plans, a case
management module, connectivity with multiple healthcare tracking devices and also integrates clinical data.
We operate in one reportable segment, the healthcare delivery segment. Our revenue streams, which are described in greater detail below in “Our
Revenue Streams and Our Business Operations”, are diversified among our various operations and contract types, and include:
·
·
Traditional FFS reimbursement; and
Risk and value-based contracts with health plans, third party IPAs, hospitals and the NGACO and MSSP sponsored by CMS, which are the
primary revenue sources for our hospitalists, ACOs, IPAs and hospice/palliative care operations.
We serve Medicare, Medicaid, HMO and uninsured patients in California. We provide services to patients, the majority of whom are covered by private
or public insurance, with a small portion of our revenue 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 mission is to transform the delivery of healthcare services in the communities we serve by implementing innovative population health models and
creating a patient-centered, physician-centric experience in a high performance environment of integrated care.
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The initial business owned by us is AMH, a hospitalist company, incorporated in California in June, 2001 and began operations at Glendale Memorial
Hospital. Through a reverse merger, we became a publicly held company in June 2008. We were initially organized around the admission and care of patients at
inpatient facilities such as hospitals. We have grown our inpatient strategy in a competitive market by providing high-quality care and innovative solutions for our
hospital and managed care clients. In 2012, we formed an ACO, ApolloMed ACO, and an IPA, MMG, and in 2013 we expanded our service offering to include
integrated inpatient and outpatient. In 2014, we added several complementary operations by acquiring an IPA, outpatient primary care and specialty clinics, as
well as hospice/palliative care and home health entities. In 2016, we formed APAACO, to participate in the NGACO Model, for which we were approved by CMS
in January 2017.
Our physician network consists of hospitalists, primary care physicians and specialist physicians primarily through our owned and affiliated physician
groups. We operate through the following subsidiaries: AMM, PCCM, VMM and ApolloMed ACO. Through our wholly-owned subsidiary, AMM, we manage
affiliated medical groups, which consist of AMH, MMG, SCHC, and BAHA. Through our wholly-owned subsidiary, PCCM, we manage LALC, and through our
wholly-owned subsidiary VMM, we manage Hendel. We also have a controlling interest in APS, which owns two Los Angeles-based companies, Best Choice
Hospice Care LLC and Holistic Health Home Health Care Inc. AMM, PCCM and VMM each operate as a physician practice management company and are in the
business of providing management services to physician practice corporations under long-term management service agreements. Our ACO participates in the
MSSP, the goal of which is to improve the quality of patient care and outcomes through more efficient and coordinated approach among providers. Revenues
earned by ApolloMed ACO are uncertain, and, if such amounts are payable, they will be paid on an annual basis significantly after the time earned, and will be
contingent on various factors, including achievement of the minimum savings rate as determined by MSSP for the relevant period.
Highlights
The following describes certain developments in fiscal 2017 to date that are important to understanding our overall results of operations and financial
condition.
Operations and Financings
We achieved approximately 30% growth in net revenues from fiscal 2016, almost entirely from our hospitalist operations. We employed locum tenens to
full-fill the contracts in the initial phase which increased our cost of sale substantially. Notwithstanding that growth, our net loss increased by approximately 6%
during the same period.
On November 4, 2016, we acquired BAHA, through an affiliate wholly-owned by Dr. Hosseinion, as nominee shareholder on our behalf. BAHA was
managed by us under long-term MSA since February 17, 2015 and the results were consolidated in our financial statements as under VIE accounting. As of the
date of acquisition, we obtained a controlling interest in BAHA.
On January 18, 2017, CMS announced that APAAACO has been approved to participate in the new NGACO Model. Through the NGACO Model, CMS
has partnered with APAACO and other ACOs experienced in coordinating care for populations of patients and whose provider groups are willing to assume
higher levels of financial risk and reward under the NGACO Model. The NGACO program began on January 1, 2017. To position ourselves to participate in the
NGACO Model, we have devoted, and intend to continue to devote, significant effort and resources, financial and otherwise, to the NGACO Model, and refocused
away from certain other parts of our historic business and revenue streams, which will receive less emphasis in the future and could result in reduced revenue
from these activities. We currently anticipate that revenue from the NGACO Model will be a significant source of revenue for us in fiscal 2018 and future periods,
although no assurance of that can be given at this time.
During fiscal 2017, we raised an aggregate $10.39 million, which consists of a $5.0 million loan received from NMM, a $4.99 million loan received from
Alliance and a $0.4 million loan received from an individual, the last mentioned of which was repaid in accordance with its terms.
Proposed Merger
On December 21, 2016, we entered into the Merger Agreement, pursuant to which NMM will merge into a wholly-owned subsidiary of ours. NMM is one
of the largest healthcare MSOs in the United States, delivering comprehensive healthcare management services to a client base consisting of health plans, IPAs,
hospitals, physicians and other health care networks. NMM currently is responsible for coordinating the care for over 600,000 covered patients in Southern,
Central and Northern California through a network of ten IPAs with over 2,000 contracted physicians. On a pro forma basis, the combined organization, would
provide medical management for over 700,000 patients through a network of over 3,000 healthcare professionals and over 400 employees. The combination of
ApolloMed and NMM brings together two complementary healthcare organizations to form one of the nation’s largest integrated population health management
companies, which we believe will be well positioned for the ongoing transition of U.S. healthcare to value-based reimbursements. The transaction, which is
expected to close in the second half of calendar year 2017, is subject to antitrust regulatory clearance and other closing conditions, as well as approval by
ApolloMed and NMM stockholders.
For all purposes of this report, unless expressly indicated otherwise, we have discussed our present and intended operations, opportunities and
challenges without consideration of the Merger or the effect of the Merger, if and should it be consummated.
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43%
10%
84%
32%
45%
-85%
-500%
100%
-100%
-94%
-285%
6%
-33%
6%
-75%
-4%
Results of Operations
The following sets forth selected data from of our results of operations for the years presented:
Net revenues
Costs and expenses
Cost of services
General and administrative
Depreciation and amortization
Total costs and expenses
Loss from operations
For the Year Ended
March 31,
2017
2016
$
Change
%
Change
57,427,701
44,048,740
13,378,961
30%
48,735,537
18,583,372
645,742
34,000,786
16,962,687
351,396
14,734,751
1,620,685
294,346
67,964,651
51,314,869
16,649,782
(10,536,950)
(7,266,129)
(3,270,821)
Other (expense) income:
Interest expense
Gain (loss) on change in fair value of warrant and conversion feature liabilities
Gain on deconsolidation of variable interest entity
Loss on debt extinguishment
Other income
(82,905)
1,633,333
242,411
-
14,701
(542,296)
(408,692)
-
(266,366)
239,057
451,391
2,042,025
242,411
266,366
(224,356)
Total other income (expense), net
1,807,540
(978,297)
2,785,837
Loss before benefit from income taxes
(8,729,410)
(8,244,426)
(484,984)
Benefit from income taxes
Net loss
(47,495)
(71,037)
23,542
(8,681,915)
(8,173,389)
(508,526)
Net income attributable to noncontrolling interest
287,901
1,170,655
(882,754)
Net loss attributable to Apollo Medical Holdings, Inc.
$
(8,969,816) $
(9,344,044) $
374,228
56
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Year Ended March 31, 2017 Compared to Year Ended March 31, 2016
Net revenues
Net revenues for the year ended March 31, 2017 increased by approximately $13.4 million, from $44.0 million to $57.4 million, or 30%, as compared to
the same period of 2016. The increase in net revenues was primarily due to an increase of $12.2 million from AMH and BAHA as a result of new hospitalist
contracts, an increase of $4.3 million in MMG revenues due to the growth in capitated membership and increase in full risk surplus in 2017 from a deficit in 2016
that was driven by a decrease in hospital admits and utilization, and increase in memberships and an increase in $0.1 million in Apollo Care Connect revenue.
The increases were partially offset by the decrease of $2.1 million from BCHC and HCHHA due to lower patient census, a decrease of $1.1 million from LALC
and Hendel due to deconsolidation during the fourth quarter of fiscal 2017 and lower patient visits.
Cost of services
Cost of services for the year ended March 31, 2017 increased by approximately $14.7 million, from $34.0 million to $48.7 million, or 43%, as compared
to the same period of 2016. The increase was primarily due to a $14.4 million increase in AMH and BAHA cost of services that was primarily related to the new
hospitalist contracts that started in 2016 and use of contract labor, a $2.8 million increase in MMG due to increases in the PCP capitation and SPC capitation due
to increase in membership, increase in claims offset by increases in claims recovery due to high claims eligible for stop loss. Such increases were partially offset
by the decrease of $1.0 million from BCHC and HCHHA due to lower patient census, a $0.6 million decrease in SCHC as a result of favorable margins in the
current year as compared to the same period of the prior year, decrease of $0.6 million in ACC due to the sale of substantially all its assets during the 2016
fiscal year and related cessation in operations, decrease of $0.3 million in LALC and Hendel due to deconsolidation during the fourth quarter of fiscal 2017.
General and administrative
General and administrative costs for the year ended March 31, 2017 increased by approximately $1.6 million, from $17.0 million to $18.6 million, or
10%, as compared to the same period of 2016. There was an approximate $2.7 million increase relating to AMM from the increase in overheads to manage 30%
increase in revenue and merger related cost incurred in fiscal 2017, a $1.1 million increase from SCHC due to increase in operating costs, a $0.9 million
increase from AMH and BAHA from the increase in overheads to manage $12.2 million increase in revenue compared to same period in fiscal 2016, $0.4 million
increase from Apollo Care Connect due to new operations, which is attributable to the increase in revenues in the current year. The increases were partially
offset by a decrease of $1.9 million from MMG as a result of a decrease in payroll and related expenses and management fees, $0.5 million from ACC as a result
of a cessation in operations, a decrease of $0.4 million from BCHC and HCHHA due to operational restructure and decreases in revenue, a decrease of $0.3
million from ACO expenses, and a decrease of $0.3 million from LALC and Hendel as a result of the deconsolidation in the fourth quarter of fiscal 2017.
Depreciation and amortization
Depreciation and amortization expense for the year ended March 31, 2017, increased by approximately $0.3 million, from $0.3 million to $0.6 million, or
84%, as compared to the same period of 2016. This increase was primarily due to an increase in depreciation and amortization expense related to the
amortization of intangible assets of Apollo Care Connect.
Interest expense
Interest expense for the year ended March 31, 2017, decreased by approximately $0.4 million, from $0.5 million to $0.1 million, or 85%, as compared to
the same period of 2016. This decrease was primarily due to the prior year amortization expense of the debt discount as a result of the out of period correction
adjustment to properly state our warrant liability, unamortized debt discount and deferred financing costs that did not occur in the current year.
Gain (loss) on change in fair value of warrant and conversion feature liabilities
The net change in fair value of warrant and conversion feature liabilities for the year ended March 31, 2017, changed by approximately $2.0 million, from
a loss of $0.4 million to a gain of $1.6 million, or 500%, as compared to the same period of 2016. This gain resulted from the change in the fair value
measurement of our warrant, which consider, among other things, expected term, the volatility of our share price, interest rates, associated with the conversion
feature of the Series A Warrant issued to NMM.
Gain on deconsolidation of VIE
For the year ended March 31, 2017, we recorded a gain on deconsolidation of VIE of $0.2 million due to the deconsolidation of LALC and Hendel during
the fourth quarter of fiscal 2017.
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Loss on Extinguishment of Debt, Net
For the year ended March 31, 2016, we incurred a loss on debt extinguishment of $0.3 million in connection with the repayment of NNA debt and
conversion of our then outstanding debt to NNA into shares of our common stock.
Other income
For the year ended March 31, 2017, the net other income decreased by $0.2 million to $14,701 as a result of the reduction in provider incentives from
the health plan.
Benefit from income taxes
For the year ended March 31, 2017, income tax benefit of approximately $0.1 million remained consistent with the prior year.
Net income attributable to noncontrolling interests
For the year ended March 31, 2017, net income attributable to noncontrolling interest decreased by $0.9 million from $1.2 million to $0.3 million,
primarily due to the deconsolidation of LALC and Hendel during the fourth quarter of fiscal 2017 and acquisition of the noncontrolling interest in BAHA in
November 2016, the results of BAHA are since considered as controlling interest.
Net loss
As a result of the foregoing factors, we incurred a net loss for the year ended March 31, 2017 of approximately 8.7 million compared to a net loss of
approximately $8.2 million for the year ended March 31, 2016, an increase in net loss of approximately $0.5 million or 6%. Net loss per share was $1.49 for the
year ended March 31, 2017 compared to a net loss per share of $1.79 for the year ended March 31, 2016, a decrease in net loss per share of $0.30.
Liquidity and Capital Resources
We have a history of operating losses. We had net loss of approximately $8.7 million and approximately $8.2 million for the years ended March 31, 2017
and 2016, respectively. We had negative cash flow from operations of approximately $8.1 million and approximately $1.8 million for the years ended March 31,
2017 and 2016, respectively. Cash flows used in investing activities were approximately $1.4 million and approximately $0.2 million for the years ended March
31, 2017 and 2016, respectively. Cash flows provided by financing activities were approximately $8.9 million for the year ended March 31, 2017, compared to
cash flows provided by financing activities of approximately $6.3 million for the year ended March 31, 2016. We expect to have positive cash flow from
operations for our 2018 fiscal year.
As of March 31, 2017, we have an accumulated deficit of approximately $37.7 million. At March 31, 2017, we had cash equivalents of approximately
$8.7 million compared to cash and cash equivalents of approximately $9.3 million at March 31, 2016. At March 31, 2017, we had net borrowings from notes and
lines of credit totaling approximately $9.9 million compared to net borrowings at March 31, 2016 of approximately $0.2 million and availability under lines of credit
of approximately $0.2 million.
These factors among others raise substantial doubt about our ability to continue as a going concern. Our long-term ability to continue as a going concern
is dependent upon our ability to increase revenue, reduce costs, achieve a satisfactory level of profitable operations, and obtain additional sources of suitable and
adequate financing. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or
the amounts and classification of liabilities that might be necessary in the event that we cannot continue as a going concern. Our ability to continue as a going
concern is also dependent our ability to further develop our business. We may also have to reduce certain overhead costs through the reduction of salaries and
other means, and settle liabilities through negotiation. There can be no assurance that management’s attempts at any or all of these endeavors will be
successful.
To date, we have funded our operations from a combination of internally generated cash flow and external sources, including the proceeds from the
issuance of equity and/or debt securities. We expect to continue to fund our working capital requirements, capital expenditures and payments of principal and
interest on outstanding indebtedness, with cash on hand, cash flows from operations, available borrowings under our lines of credit and, if available, additional
financings of equity and/or debt. Management does not believe that we have sufficient liquidity to meet our obligations for at least the next twelve months without
some additional funds, such as funds available from raising capital. However, no assurance can be given that any such funds will be available at all or available
on favorable terms. We are substantially dependent upon the consummation of the Merger to meet our liquidity requirements. See “The Proposed Merger and
January 2017 Loan” below.
For the year ended March 31, 2017, cash used in operating activities was approximately $8.1 million. This was the result of net loss of $8.7 million offset
by add-backs of non-cash items of $0.4 million and the change in working capital of $0.1 million. Non-cash expenses primarily include provision for doubtful
accounts, net of recoveries, depreciation and amortization expense, impairment on intangible assets, gain on deconsolidation of VIE, stock-based compensation
expense, deferred taxes, amortization of deferred financing costs and the change in the fair value of the warrant liabilities. Cash provided by changes in working
capital was primarily due to the $3.7 million increase in accounts payable and accrued liabilities, offset by a decrease in medical liabilities of $0.9 million and
increase of $2.8 million in accounts receivables.
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On March 1, 2016, we sold substantially all the assets of ACC to an unrelated third party. In connection with the sale, we received cash of $10,000 and
the purchaser issued a non-interest bearing promissory note to us in the amount of $51,000, of which $5,000 was repaid prior to year-end of fiscal year 2016.
We recognized a loss on disposal in the amount of $476,745 related to this transaction, which consisted of the write-off of the remaining goodwill and intangible
assets of ACC in the amount of $461,500 and $27,427, respectively, offset by the gain on the sale of net tangible assets in the amount of $12,182. In addition,
during the year ended March 31, 2016, we determined that the remaining goodwill and intangible assets of AKM in the amount of $83,943 and $123,342,
respectively, were not recoverable. Accordingly, we recorded an impairment charge in the aggregate amount of $207,285 for the year ended March 31, 2016.
For the year ended March 31, 2017, cash used in investing activities was approximately $1.4 million. This was the result of $0.3 million used for the
purchase of fixed assets, $0.2 million for the change in restricted cash and $0.9 million for the divesture of noncontrolling interest related to the deconsolidation of
VIE.
For the year ended March 31, 2017, net cash provided by financing activities was $8.9 million which included proceeds of $5 million received from the
NMM financing, $4.99 million received from issuance of promissory note, $0.4 million from a loan payable, and $0.1 million from our line of credit, and $0.2
million in proceeds from the exercise of warrants, offset by the aggregate of $0.6 million in principal payments, and $1.2 million distribution to a noncontrolling
interest physician practice.
Deconsolidation of VIE
On January 1, 2017, PCCM and VMM amended the MSAs entered into with LALC and Hendel respectively. Based on the Company’s evaluation of
current accounting guidance, it was determined that the Company no longer holds an explicit or implicit variable interest in these entities. The Company has
consolidated the results of these entities through December 31, 2016. In connection with the amendments, the Company recorded a gain on deconsolidation of
$242,411, in the consolidated statement of operations, the deconsolidation of the net assets of the LALC and Hendel entities and related noncontrolling interest
of $1,023,183 in the consolidated balance sheet, and a decrease in cash and cash equivalents and in the consolidated statements of cash flows in the amount
of $858,670.
NNA Financing
On March 28, 2014, we entered into a Credit Agreement (the “Credit Agreement”) pursuant to which NNA, an affiliate of Fresenius, extended to us (i) a
$1,000,000 revolving line of credit (the “Revolving Loan”) and (ii) a $7,000,000 term loan (the “Term Loan”). The Company drew down the full amount of the
Revolving Loan on October 23, 2014. The Term Loan and Revolving Loan were to mature on March 28, 2019, subject to NNA’s right to accelerate payment on
the occurrence of certain events. The Term Loan could have been prepaid at any time without penalty or premium. The loans extended under the Credit
Agreement were secured by substantially all of our assets, and were guaranteed by our subsidiaries and consolidated entities. The guarantees of these
subsidiaries and consolidated entities were in turn secured by substantially all of the assets of the subsidiaries and consolidated entities providing the guaranty.
Any entity that subsequently became a subsidiary or consolidated entity would have been required to provide a similar guaranty secured by substantially all of its
assets and to comply with all of the other applicable requirements in the Credit Agreement and NNA Convertible Note (as defined below).
Concurrently with the Credit Agreement, we entered into an Investment Agreement with NNA (the “Investment Agreement”), pursuant to which it issued
to NNA a Convertible Note in the original principal amount of $2,000,000 (the “NNA Convertible Note”). We drew down the full principal amount of the NNA
Convertible Note on July 30, 2014. The NNA Convertible Note was to mature on March 28, 2019, subject to NNA’s right to accelerate payment on the
occurrence of certain events. We were able to redeem amounts outstanding under the NNA Convertible Note on 60 days’ prior notice to NNA. Amounts
outstanding under the NNA Convertible Note were convertible at NNA’s sole election into shares of our common stock at an initial conversion price of $10.00 per
share. Our obligations under the NNA Convertible Note were guaranteed by our subsidiaries and consolidated entities (including any subsidiaries or consolidated
entities that are acquired or formed in the future).
On February 6, 2015, we entered into a First Amendment and Acknowledgement (the “Acknowledgement”) with NNA, Warren Hosseinion, M.D., and
Adrian Vazquez, M.D. The Acknowledgement amended some provisions of, and/or provided waivers in connection with, each of (i) the Registration Rights
Agreement between the Company and NNA, dated March 28, 2014 (the “Registration Rights Agreement”), (ii) the Investment Agreement, (iii) the NNA
Convertible Note, and (iv) the NNA Warrants. The amendments to the Registration Rights Agreement included amendments with respect to the timing of the
filing deadline for a resale registration statement for the benefit of NNA.
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On May 13, 2015, we entered into an Amendment to First Amendment and Acknowledgement (the “Amendment”) with NNA. The Amendment amended
the Acknowledgement among the Company, NNA, Warren Hosseinion, M.D., and Adrian Vazquez, M.D. and included an extension until June 12, 2015 of a
deadline previously contemplated by the Acknowledgement for the Company to file a registration statement covering the sale of NNA’s registrable securities.
On July 7, 2015, we entered into an Amendment to First Amendment and Acknowledgement (the “New Amendment”) with NNA. The New Amendment
amended the Acknowledgement, as amended by the Amendment, among the Company, NNA, Warren Hosseinion, M.D., and Adrian Vazquez, M.D. and
included an extension until October 15, 2015 of a deadline previously contemplated by the Acknowledgement for the Company to file a registration statement
covering the sale of NNA’s registrable securities. If the registration statement is not filed with the SEC on or prior to the filing deadline, the Company must pay to
NNA an amount in common stock based upon its then fair market value, as liquidated damages equal to 1.50% of the aggregate purchase price paid by NNA.
On August 18, 2015, we entered into a Waiver and Consent (the “Waiver”) with NNA, whereby NNA waived and consented to certain provisions of the
Credit Agreement and the Convertible Note. Under the terms of the Waiver, NNA (i) agreed to treat BAHA as an “Immaterial Subsidiary” until October 15, 2015
such that until such date BAHA is not subject to most of the requirements of the Credit Agreement and Convertible Note, including the financial covenants
contained therein; (ii) waived events of default which have occurred under the Credit Agreement and Convertible Note as a result of payments made by us to
Adrian Vazquez, M.D. and Warren Hosseinion, M.D. in fiscal years 2014 and 2015, which were not permitted under the Credit Agreement or the Convertible
Note; (iii) waived an event of default which occurred under the Credit Agreement and Convertible Note as a result of our failure to satisfy a consolidated net worth
covenant for the fiscal quarter ended June 2015; and (iv) waived an event of default which occurred under the Credit Agreement and Convertible Note as a result
of an outstanding principal balance under an Intercompany Loan Agreement which exceeded the permitted amount by $213,276, with such waiver granted by
NNA until October 15, 2015 and subject to a maximum excess loan balance of $250,000 during such time.
Under the Investment Agreement, we issued to NNA the NNA Warrants.
The Credit Agreement, Investment Agreement and NNA Convertible Note contained various representations, warranties and covenants that we made,
including the following:
· We and our subsidiaries and consolidated entities were prohibited from acquiring another entity or business with a purchase price greater
than $500,000 without NNA’s prior consent;
· We and our subsidiaries and consolidated entities were prohibited from creating or acquiring new subsidiaries without NNA’s prior approval.
We were further prohibited from creating or acquiring any subsidiary that is not wholly-owned by us or one of our subsidiaries;
· We were required to meet certain financial covenants as to consolidated EBITDA, leverage ratio, fixed charge coverage ratio and
consolidated tangible net worth (in the case of consolidated tangible net worth, adding back certain goodwill and intangible assets of some of
our acquisitions). In particular, we were required (i) to maintain a consolidated tangible net worth of no less than $(3,700,000) as of March 31,
2015, June 30, 2015 and September 30, 2015, respectively, and a consolidated tangible net worth of no less than $0 as of December 31, 2015,
and (ii) to have consolidated EBITDA of not less than $1,000,000 and a fixed charge coverage ratio of not less than 1.25 to 1.0, in each case as
of September 30, 2015;
· We were prohibited from being acquired by merger or consolidation without NNA’s prior consent. With certain exceptions, neither we nor
any of our subsidiaries or consolidated entities was permitted to sell or dispose of any assets;
· With certain exceptions, neither we nor any of our subsidiaries or consolidated entities were permitted to incur any indebtedness or permit
any liens to be placed on their properties without NNA’s prior consent;
· With certain exceptions, neither we nor any of our subsidiaries or consolidated entities were permitted to make any dividends or
distributions or repurchase shares of its capital stock without NNA’s prior consent.
Both the NNA Convertible Note and the NNA Warrants included the following terms:
· The exercise price under the NNA Warrants and the conversion price under the NNA Convertible Note and the number of shares
underlying such securities would be adjusted under certain circumstances, resulting in the issuance of additional shares of our securities. This
adjustment would be triggered by our issuance of shares of our common stock (or securities issuable into its common stock) at a price per share
less than $9.00 per share. The adjustments described in this paragraph did not apply to certain exempt issuances, including the sale of shares
of our common stock in a bona fide, firmly underwritten public offering pursuant to a registration statement under the 1933 Act and with a
purchase price per share of at least $20.00 (a “Qualified IPO”). In addition, these adjustments would terminate on the earlier of (i) March 28,
2016 or (ii) our closing of an equity financing yielding gross cash proceeds of at least $2,000,000 (the “Next Financing”). Any future issuances of
our securities that are not exempt would result in the adjustments described in this paragraph until the adjustments are terminated.
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· We were required to make cash payments to NNA on a ratable basis if we made any payments to holders of restricted stock units,
phantom equity rights, equity appreciation rights or any other payments calculated in reference to the valuation or changes in valuation of our
common stock or equity.
Under the Investment Agreement, we also granted the following rights to NNA for so long as NNA holds a specified number shares of our common stock
or NNA Warrants or the NNA Convertible Note convertible into such specified number of shares of our common stock:
· NNA has the right to have one director nominated to our Board of Directors and each Board of Directors committee, and to appoint one
representative to attend meetings of our Board of Directors and each Board of Director’s committee as an observer.
· With certain specified exceptions, NNA has the right to subscribe for its pro rata share of any of our issuances of securities on the same
terms as such securities are being offered to others. This subscription right does not apply to certain exempt issuances, including the sale of our
shares of common stock in a Qualified IPO.
We have also entered into a Registration Rights Agreement with NNA, which, as amended, provides NNA with the following rights, among others:
· NNA has the right to include all of its registrable securities (except for those eligible for resale under Rule 144) in any public offering by us
of our securities under a registration statement filed with the SEC.
· We are prohibited for an extended period of time from preparing or filing with the SEC a registration statement without the prior consent of
NNA.
· We are required to prepare and file with the SEC a registration statement covering the sale of NNA’s registrable securities by December
31, 2017. If we fail to do so, on such date, and in each following month until we file the registration statement registering NNA’s registrable
securities, we must pay NNA liquidated damages of 1.5% of the total purchase price of the registrable securities owned by NNA, payable in
shares of our common stock. We are also required to use our commercially reasonable best efforts to cause the registration statement
registering NNA’s registrable securities to be declared effective by the SEC by the earlier of (i) June 30, 2018 or (ii) the 5th trading day after the
date we are notified by the SEC that such registration statement will not be reviewed or will not be subject to further review to have such
registration statement declared effective by the SEC.
On October 14, 2015, NNA converted $1,402,500 of convertible notes and accrued interest, as well as exercised warrants, into an aggregate 600,000
shares of our Common Stock. On October 15, 2015, we repaid all outstanding principal and accrued and unpaid interested owed to NNA under the Credit
Agreement, as described below under “NMM Investments – October 2015 Investment by NMM, Repayment of NNA Debt and Conversion of NNA Warrants”.
NMM Investments
October 2015 Investment by NMM, Repayment of NNA Debt and Conversion of NNA Warrants
On October 14, 2015, we entered into a Securities Purchase Agreement (the “2015 Agreement”) with NMM, pursuant to which we sold to NMM, and
NMM purchased from us, in a private offering of securities, 1,111,111 Series A Units, each Series A Unit consisting of one share of our Series A Preferred Stock
and a Series A Warrant to purchase one share of our common stock at an exercise price of $9.00 per share. NMM paid us an aggregate $10,000,000 for the
Series A Units, the proceeds of which we used primarily to repay certain outstanding indebtedness owed by us to NNA and the balance for working capital.
The Series A Preferred Stock has a liquidation preference in the amount of $9.00 per share plus any declared and unpaid dividends. The Series A
Preferred Stock can be voted for the number of shares of our common stock into which the Series A Preferred Stock could then be converted, which initially is
one-for-one.
The Series A Preferred Stock is convertible into shares of our common stock, at the option of NMM, at any time after issuance at an initial conversion
rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions. The Series A Preferred Stock is
mandatorily convertible not sooner than the earlier to occur of (i) the later of (x) January 31, 2017 or (y) 60 days after the date on which we file our quarterly
report on Form 10-Q for the period ending September 30, 2016 (the “Redemption Expiration Date”); or (ii) the date on which we receive the written, irrevocable
decision of NMM not to require a redemption of the Series A Preferred Stock (as described in the following paragraph), in the event that we engage in one or
more transactions resulting in gross proceeds of not less than $5,000,000, not including any transaction with NMM.
At any time prior to conversion and through the Redemption Expiration Date, the Series A Preferred Stock was redeemable at the option of NMM, on
one occasion, in the event that our net revenue for the four quarters ending September 30, 2016, as reported in our periodic filings under the Exchange Act,
were less than $60,000.000. In such event, we shall have up to one year from the date of the notice of redemption by NMM to redeem the Series A Preferred
Stock, the Series A Warrants and any shares of our common stock issued in connection with the exercise of any Series A Warrants theretofore (collectively the
“Redeemed Securities”), for the aggregate price paid therefor by NMM, together with interest at a rate of 10% per annum from the date of the notice of
redemption until the closing of the redemption. We did not attain the $60,000,000 net revenues milestone by such date. NMM relinquished its redemption rights
relating to the Series A Preferred Stock pursuant to the terms of a Consent and Waiver Agreement dated as of December 21, 2016 by and between the
Company and NMM, which was entered into in connection with the entering into of the Merger Agreement.
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Any mandatory conversion described above shall not take place until such time as it is determined that that conditions for the redemption of the
Redeemed Securities have not been satisfied or, if such conditions exist, NMM has decided not to have such securities redeemed.
The Series A Warrants may be exercised at any time after issuance and through October 14, 2020, for $9.00 per share, subject to adjustment in the
event of stock dividends and stock splits. Alternatively, the Series A Warrants may be exercised pursuant to a “cashless exercise” feature, for that number of
shares of Common Stock determined by dividing (x) the aggregate Fair Market Value (as defined in the Series A Warrant) of the shares in respect of which the
Series A Warrant is being converted minus the aggregate Warrant Exercise Price (as defined in the Series A Warrant) of such shares by (y) the Fair Market
Value of one share of our common stock. The Series A Warrants are not separately transferable from the Series A Preferred Stock. The Series A Warrants are
subject to redemption in the event that the Series A Preferred Stock is redeemed by NMM, as described above.
Pursuant to the 2015 Agreement, NMM has the right to designate to the Nominating/Corporate Governance Committee of the Board of Directors one
person to be nominated as a director of the Company. NMM has designated Thomas S. Lam, M.D., and he was first elected as a director on January 19, 2016.
Without the written consent of NMM, between the Closing Date and the six month anniversary of the Closing Date, we shall not acquire, sell all or
substantially all of its assets to, effect a change of control, or merge, combine or consolidate with, any other person engaged in the business of being an MSO,
ACO or IPA, or enter into any agreement with respect to any of the foregoing.
The 2015 Agreement contains other provisions typical of a transaction of this nature, including without limitation, representation and warranties, mutual
indemnification by the parties, governing law and venue for resolution of disputes.
The securities sold to NMM have not been registered under the Securities Act and there are no registration rights with respect thereto.
On October 15, 2015, we repaid, from the proceeds of the sale of the securities to NMM under the 2015 Agreement, our outstanding term loan and
revolving credit facility with NNA pursuant to the Credit Agreement, in the aggregate amount of $7,304,506, consisting of principal plus accrued interest. As of
March 31, 2016, no amount remained outstanding to NNA.
On November 17, 2015, we entered into the Conversion Agreement, pursuant to which we issued 275,000 shares of our common stock and paid
accrued and unpaid interest of $47,112, to NNA, in full satisfaction of NNA’s conversion and other rights under their Convertible Note in the principal amount of
$2,000,000. Pursuant to the Conversion Agreement, we issued a total of 325,000 shares of our common stock to NNA in exchange for all NNA Warrants, under
which NNA originally had the right to purchase 300,000 shares of our common stock at an exercise price of $10 per share and 200,000 shares of our Common
Stock at an exercise price of $20 per share, in each case subject to anti-dilution adjustments. We received no proceeds from NNA in connection with the
exercise of the NNA Warrants.
The Conversion Agreement also amended certain terms of the Registration Rights Agreement dated March 28, 2014 between us and NNA, with respect
to the timing of the filing deadline for a resale registration statement covering NNA’s registrable securities. The Conversion Agreement also amended the
Investment Agreement dated March 28, 2014 between us and NNA, (i) to delete NNA’s right to subscribe to purchase a pro rata share of certain new equity
securities that may be issued by us in the future and (ii) to provide that NNA must hold at least 200,000 shares of our common stock to have the right (y) to
appoint a representative to attend all meetings of the Company’s Board of Directors and any committee thereof in a nonvoting observer capacity, and (z) to have
a representative nominated as a member of the Company’s Board and each committee thereof, including without limitation the Company’s compensation
committee. NNA nominated Mark Fawcett as its representative on the Board and Mr. Fawcett was first elected as a director on January 12, 2016.
March 2016 Investment
On March 30, 2016, we entered into a Securities Purchase Agreement (the “2016 Agreement”) with NMM, pursuant to which we sold to NMM, and NMM
purchased from us, in a private offering of securities, 555,555 Series B Units, each Series B Unit consisting of one share of our Series B Preferred Stock and a
Series B Warrant to purchase one share of our common stock at an exercise price of $10.00 per share. NMM paid us an aggregate $4,999,995 for the Series B
Units, the proceeds of which will be used by us for working capital.
The Series B Preferred Stock has a liquidation preference in the amount of $9.00 per share plus any declared and unpaid dividends. The Series B
Preferred Stock can be voted for the number of shares of our common stock into which the Series B Preferred Stock could then be converted, which initially is
one-for-one.
The Series B Preferred Stock is convertible into shares of our common stock, at the option of NMM, at any time after issuance at an initial conversion
rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions. The Series B Preferred Stock is
mandatorily convertible in the event that we engage in one or more transactions resulting in gross proceeds of not less than $5,000,000, not including any
transactions with NMM.
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The Series B Warrants may be exercised at any time after issuance and through March 31, 2021, for $10.00 per share, subject to adjustment in the
event of stock dividends and stock splits. Alternatively, the Series B Warrants may be exercised pursuant to a “cashless exercise” feature, for that number of
shares of our common stock determined by dividing (x) the aggregate Fair Market Value (as defined in the Series B Warrant) of the shares in respect of which
the Series B Warrant is being converted minus the aggregate Warrant Exercise Price (as defined in the Series B Warrant) of such shares by (y) the Fair Market
Value of one share of our common stock. The Series B Warrants are not separately transferable from the Series B Preferred Stock.
The 2016 Agreement contains other provisions typical of a transaction of this nature, including without limitation, representation and warranties, mutual
indemnification by the parties, governing law and venue for resolution of disputes.
The securities sold to NMM have not been registered under the Securities Act and there are no registration rights with respect thereto.
The Proposed Merger and January 2017 Loan
On December 21, 2016, we entered into the Merger Agreement with NMM. Under the terms of the Merger Agreement, Apollo Acquisition Corp., a
California corporation and wholly-owned subsidiary of the Company (“Merger Subsidiary”), will merge with and into NMM, with NMM becoming a wholly-owned
subsidiary of Holdings. The Merger is intended to qualify for federal income tax purposes as a tax-deferred reorganization under the provisions of Section 368(a)
of the Internal Revenue Code of 1986. In the Merger, NMM will receive such number of shares of Holdings common stock such that, at the closing, NMM
shareholders will own 82% and Holding’s stockholders will own 18% of the issued and outstanding shares. Consummation of the Merger is subject to various
closing conditions, including, among other things, approval by the stockholders of the Company and the stockholders of NMM. As part of the Merger Agreement,
the Company and NMM have made various mutual representations and warranties.
The Merger Agreement also provides that Thomas Lam, M.D., current Chief Executive Officer of NMM, and Warren Hosseinion, M.D., will be Co-Chief
Executive Officers of the combined company upon closing of the transaction. Kenneth Sim, M.D., who currently serves as Chairman of NMM, will be Executive
Chairman of the Company. Gary Augusta, current Executive Chairman of the Company, will be President, Mihir Shah will continue as Chief Financial Officer, and
Hing Ang, current Chief Financial Officer of NMM will be the Chief Operating Officer. Adrian Vazquez, M.D. and Albert Young, M.D. will be Co-Chief Medical
Officers. The Board of Directors will consist of nine directors, five appointees (including three independent directors) from NMM and four appointees (including
two independent directors) from the Company.
Thomas Lam, M.D., who is also one of our directors, and Kenneth Sim, M.D. entered into voting agreement (the “Voting Agreements”) with us. Under the
Voting Agreements, Dr. Sim and Dr. Lam have agreed, among other things, to vote in favor of the approval and adoption of the Merger and the Merger
Agreement.
As required by the terms of the Merger Agreement, on January 3, 2017 NMM provided a working capital loan to us in the principal amount of $5,000,000,
which is evidenced by a promissory note (the “NMM Note”). The NMM Note has a term of two years, with our payment obligations commencing on February 1,
2017 and continuing on a quarterly basis thereafter until January 2019 (the “NMM Maturity Date”). Under the terms of the NMM Note, we must pay NMM interest
on the principal balance outstanding at the Prime Rate (as such term is defined in the NMM Note) plus 1%. All outstanding principal and accrued but unpaid
interest under the NMM Note is due and payable in full on the NMM Maturity Date. We may voluntarily prepay the outstanding principal and interest in whole or
in part without penalty or premium. Upon the occurrence of any Event of Default (as such term is defined in the NMM Note), the unpaid principal amount of, and
all accrued but unpaid interest on, the NMM Note will become due and payable immediately at the option of NMM. In such event, NMM may, at its option,
declare the entire unpaid balance of the NMM Note, together with all accrued interest, applicable fees, and costs and charges, including costs of collection, if
any, to be immediately due and payable in cash.
In connection with the financing between us and Alliance described below under “Other Financings”), Alliance requested NMM to guaranty repayment of
the Alliance Note (as defined below) if it is not converted into shares of our Common Stock in accordance therewith. In connection with the issuance of such
guaranty, the parties to the Merger Agreement entered into an Amendment to Agreement and Plan of Merger as of March 30, 2017 (the “Merger Agreement
Amendment”). Pursuant to the Merger Agreement Amendment, certain shares of our Common Stock, including shares issuable to Alliance upon conversion of
the Alliance Note, are excluded from the calculation of “Parent Shares” (as defined in the Merger Agreement) for purposes of calculating the “Exchange Ratio”
(as defined in the Merger Agreement). Additionally, as consideration for excluding the shares issuable upon conversion of the Alliance Note from the definition of
Parent Shares and the calculation of Exchange Ratio and NMM’s issuing the guaranty, we agreed to issue NMM a stock purchase warrant for 850,000 shares of
our Common Stock at an exercise price of $11.00 per share, such warrant to be issued as part of the Merger Consideration (as defined in the Merger
Agreement), payable at the closing of the Merger. We currently anticipate that the Merger will close in the second half of calendar year 2017.
However, if the Merger Agreement is terminated and the Merger is not consummated, we might have an immediate need to raise additional capital to
fund our business and meet our expenses, including both transactional and operational expenses.
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Other Financings
On November 17, 2016, Liviu Chindris, M.D. loaned us $400,000 and we issued our promissory note to Dr. Chindris in such principal amount (the
“Chindris Note”), bearing interest at a rate of 12% per annum. The Chindris Note required repayment of the outstanding principal and accrued interest, in full, on
or before February 18, 2017. We repaid the Chindris Note in full on February 17, 2017. In connection with the Chindris Note, Holdings issued a stock purchase
warrant to Dr. Chindris (the “Chindris Warrant”) for the purchase up to 5,000 shares of our Common Stock at an exercise price of $9.00 per share. The relative
fair value of the Chindris warrant was $6,880 and was recorded as debt discount to be amortized over the term of the Chindris Note using the straight-line
method, which approximates the effective interest method. We amortized $6,880 of debt discount to interest expense for the year ended March 31, 2017.
On March 30, 2017, Alliance loaned us $4,990,000 and we issued our convertible promissory note to Alliance in such principal amount (the “Alliance
Note”), bearing interest at a rate of 6% per annum. Upon the closing, on or before the maturity date of December 31, 2017 (the Alliance Maturity Date”), of the
Merger, the original principal amount of the Alliance Note, together with all accrued and unpaid interest thereon, shall automatically be converted into 499,000
shares of our common stock, at a conversion price of $10.00 per share (the “Mandatory Conversion”), subject to adjustment for stock splits, stock dividends,
reclassifications and other similar recapitalization transactions that occur after the date of the Alliance Note.
If the closing of the Merger has not occurred on or before the Alliance Maturity Date, then the entire then-outstanding principal balance under the
Alliance Note and all accrued, unpaid interest thereon, shall be due and payable on the Maturity Date; provided, however, if the Mandatory Conversion has not
occurred on or before the Alliance Maturity Date, then we shall have 45 days following the Alliance Maturity Date to repay the outstanding principal, together
with accrued and unpaid interest, on the Alliance Note.
In the case of an Event of Default (as defined in the Alliance Note), the entire outstanding principal and all accrued and unpaid interest under the Alliance
Note shall automatically become immediately due and payable, without presentment, demand, protest or notice of any kind. If any other event of default occurs
and is continuing, Alliance, by written notice to us, may declare the outstanding principal and interest under the Alliance Note to be immediately due and payable.
After maturity (by acceleration or otherwise), the unpaid balance (both as to principal and unpaid pre-maturity interest) shall bear interest at a default rate equal
to the lesser of (a) three percent (3%) over the rate of interest in effect immediately prior to maturity or (ii) the then maximum legal rate allowed under the laws of
the State of California. Additionally, we shall pay all costs of collection incurred by Alliance, including reasonable attorney’s fees incurred in connection with the
Alliance’s reasonable collection efforts.
We have granted Alliance both “demand” and “piggyback” registration rights to register the shares of our Common Stock issuable upon conversion of the
Alliance Note, subject to a good faith, pro rata clawback provision.
Contractual Obligations and Commercial Commitments
Debt Agreements
As of March 31, 2017, we have a line of credit with an outstanding principal amount of $62,500.
We also have the NMM Note in the principal amount of $5,000,000. Interest is due quarterly at the rate of the Prime Rate plus 1%, with the entire
principal balance being due on January 3, 2019.
In addition, we have the Alliance Note in the principal amount of $4.99 million. The note is due and payable to Alliance on (i) December 31, 2017, or (ii)
the date on which the Change of Control Transaction (see Note 10 – NMM transaction) is terminated, whichever occurs first (“Maturity Date”). Upon the closing,
on or before the Maturity Date, of the Change of Control Transaction, the Note and accrued interest, shall automatically be converted (a “Mandatory
Conversion”) into shares of the Company’s common stock, at a conversion price of $10.00 per share, subject to adjustment for stock splits, stock dividends,
reclassifications and other similar recapitalization transactions that occur after the date of the Note. NMM has guaranteed the note in exchange for warrants to
purchase 850,000 shares of common stock, to be issued as Merger Consideration, at an exercise price of $11 per share, that will only be granted in the case
that the proposed merger between the Company and NMM occurs (such warrant will not vest and will expire if the contemplated Merger does not occur).
We have contingent payment arrangements associated with our acquisitions of AKM, SCHC, BCHC, HCHHA and BAHA. The aggregate maximum of
contingent payments under these arrangements was $1,650,000, of which $ 954,904 was paid in fiscal 2015 and fiscal 2016 and $154,415 was paid in fiscal
2017, respectively.
Employment Agreements
We have entered into employment with several of our key personnel, including our executive officers, which provide for, among other items, annual base
salaries, discretionary bonuses and participation in our equity incentive plans. These agreements also contain change of control, termination and severance
clauses that require us to make payments to certain of these employees if certain events occur as defined in their respective agreements.
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On December 20, 2016, AMM entered into substantially similar employment agreements with each of Warren Hosseinion, M.D., our Chief Executive
Officer (the “Hosseinion Employment Agreement”), Gary Augusta, our Chairman of the Board of Directors (the “Augusta Employment Agreement”), Mihir Shah,
our Chief Financial Officer (the “Shah Employment Agreement”) and Adrian Vazquez, M.D., our Chief Medical Officer (individually, the “Vazquez Employment
Agreement” and, together with the Hosseinion Employment Agreement, the Augusta Employment Agreement and the Shah Employment Agreement, the
“Executive Employment Agreements”). The Executive Employment Agreements replaced employment agreements previously entered into with (i) Dr. Hosseinion
and Dr. Vazquez on March 28, 2014, as amended on January 12, 2016 and as amended and restated on June 29, 2016, and (ii) Mr. Shah on July 21, 2016. Mr.
Augusta’s consulting agreement through Flacane Advisers, Inc. has been terminated.
The Executive Employment Agreements provide that Dr. Hosseinion, Mr. Shah and Dr. Vazquez to continue their respective then-current base salaries,
which is $450,000 per year each in the case of Drs. Hosseinion and Vazquez, and $260,000 in the case of Mr. Shah. The Augusta Employment Agreement
provides for a base salary of $300,000 per year for Mr. Augusta.
Hosseinion Employment Agreement
The Hosseinion Employment Agreement has a term of three years, with automatic renewals for successive one-year periods unless either party gives
written notice not to renew at least 60 days prior to the expiration of the current term. Dr. Hosseinion’s annual base salary is $450,000, which is subject to review
on an annual basis. Dr. Hosseinion is also eligible to receive an annual cash bonus for each fiscal year on such terms and conditions as the Board of Directors
shall determine in its discretion, which authority the Board of Directors has delegated to the Compensation Committee. Dr. Hosseinion is entitled to participate in
any long-term incentive plan that may be available to similarly positioned executives. Dr. Hosseinion also accrues 20 business days of paid time off per calendar
year, and any accrued but unused days are paid in cash at the end of the year.
Dr. Hosseinion is eligible to participate in any employee benefit plan which is or may, in the future, be made available by us to our employees; is entitled
to prompt reimbursement of reasonable and usual business expenses; shall have paid by us premiums for medical, dental and vision care coverage, as well as
premiums for short-term and long-term disability insurance, and term life insurance providing for no less than $2,000,000 of coverage.
AMM may terminate the Hosseinion Employment Agreement in the event of death or disability, without cause upon thirty (30) days prior written notice, or
for Cause (as defined in the Hosseinion Employment Agreement). Dr. Hosseinion may terminate the Hosseinion Employment Agreement at any time and for any
reason, including, but not limited to, Good Reason (as defined in the Hosseinion Employment Agreement).
Upon termination of Dr. Hosseinion’s employment by AMM for Cause or by Dr. Hosseinion without Good Reason, he shall be entitled to any accrued but
unpaid base salary, annual bonus, paid time off and expense reimbursement. Upon termination of Dr. Hosseinion’s employment without Cause or by Dr.
Hosseinion for Good Reason, in addition to any accrued but unpaid base salary, paid time off and expense reimbursement, he shall be entitled to receive an
amount equal to 24 months of his base salary in effect before the employment terminates. Dr. Hosseinion shall also be entitled to an amount in cash equal to the
premiums that AMM pays for Dr. Hosseinion under its group medical, dental and vision programs for 12 months following the date of termination.
The Hosseinion Employment Agreement also contains restrictive covenants for AMM’s benefit and customary provisions regarding confidentiality of
information and assignment of inventions.
Augusta Employment Agreement
The Augusta Employment Agreement has a term of three years, with automatic renewals for successive one-year periods unless either party gives
written notice not to renew at least 60 days prior to the expiration of the current term. Mr. Augusta’s annual base salary is $300,000, which is subject to review on
an annual basis. Mr. Augusta is also eligible to receive an annual cash bonus for each fiscal year on such terms and conditions as the Board of Directors shall
determine in its discretion, which authority the Board of Directors has delegated to the Compensation Committee. Mr. Augusta is entitled to participate in any
long-term incentive plan that may be available to similarly positioned executives. Mr. Augusta also accrues 20 business days of paid time off per calendar year,
and any accrued but unused days are paid in cash at the end of the year.
Mr. Augusta is eligible to participate in any employee benefit plan which is or may, in the future, be made available by us to our employees; is entitled to
prompt reimbursement of reasonable and usual business expenses; shall have paid by us premiums for medical, dental and vision care coverage, as well as
premiums for short-term and long-term disability insurance, and term life insurance providing for no less than $2,000,000 of coverage.
AMM may terminate the Augusta Employment Agreement in the event of death or disability, without cause upon thirty (30) days prior written notice, or
for Cause (as defined in the Augusta Employment Agreement). Mr. Augusta may terminate the Augusta Employment Agreement at any time and for any reason,
including, but not limited to, Good Reason (as defined in the Augusta Employment Agreement).
Upon termination of Mr. Augusta’s employment by AMM for Cause or by Mr. Augusta without Good Reason he shall be entitled to any accrued but
unpaid base salary, annual bonus, paid time off and expense reimbursement. Upon termination of Mr. Augusta’s employment without Cause or by Mr. Augusta
for Good Reason, in addition to any accrued but unpaid base salary, paid time off and expense reimbursement, he shall be entitled to receive an amount equal
to 24 months of his base salary in effect before the employment terminates. Mr. Augusta shall also be entitled to an amount in cash equal to the premiums that
AMM pays for Mr. Augusta under its group medical, dental and vision programs for 12 months following the date of termination.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The Augusta Employment Agreement also contains restrictive covenants for AMM’s benefit and customary provisions regarding confidentiality of
information and assignment of inventions.
Vazquez Employment Agreement
The Vazquez Employment Agreement has a term of three years, with automatic renewals for successive one-year periods unless either party gives
written notice not to renew at least 60 days prior to the expiration of the current term. Dr. Vazquez’s annual base salary is $450,000, which is subject to review
on an annual basis. Dr. Vazquez is also eligible to receive an annual cash bonus for each fiscal year on such terms and conditions as the Board of Directors
shall determine in its discretion, which authority the Board of Directors has delegated to the Compensation Committee. Dr. Vazquez is entitled to participate in
any long-term incentive plan that may be available to similarly positioned executives. Dr. Vazquez also accrues 20 business days of paid time off per calendar
year, and any accrued but unused days are paid in cash at the end of the year.
Dr. Vazquez is eligible to participate in any employee benefit plan which is or may, in the future, be made available by us to our employees; is entitled to
prompt reimbursement of reasonable and usual business expenses; shall have paid by us premiums for medical, dental and vision care coverage, as well as
premiums for short-term and long-term disability insurance, and term life insurance providing for no less than $2,000,000 of coverage.
AMM may terminate the Vazquez Employment Agreement in the event of death or disability, without cause upon thirty (30) days prior written notice, or
for Cause (as defined in the Vazquez Employment Agreement). Dr. Vazquez may terminate the Vazquez Employment Agreement at any time and for any
reason, including, but not limited to, Good Reason (as defined in the Vazquez Employment Agreement).
Upon termination of Dr. Vazquez’s employment by AMM for Cause or by Dr. Vazquez without Good Reason he shall be entitled to any accrued but
unpaid base salary, annual bonus, paid time off and expense reimbursement. Upon termination of Dr. Vazquez’s employment without Cause or by Dr. Vazquez
for Good Reason, in addition to any accrued but unpaid base salary, paid time off and expense reimbursement, he shall be entitled to receive an amount equal
to 24 months of his base salary in effect before the employment terminates. Dr. Vazquez shall also be entitled to an amount in cash equal to the premiums that
AMM pays for Dr. Vazquez under its group medical, dental and vision programs for 12 months following the date of termination.
The Vazquez Employment Agreement also contains restrictive covenants for AMM’s benefit and customary provisions regarding confidentiality of
information and assignment of inventions.
Shah Employment Agreement
The Shah Employment Agreement has a term of three years, with automatic renewals for successive one-year periods unless either party gives written
notice not to renew at least 60 days prior to the expiration of the current term. Mr. Shah’s annual base salary is $260,000, which is subject to review on an
annual basis. Mr. Shah is also eligible to receive an annual cash bonus for each fiscal year on such terms and conditions as the Board of Directors shall
determine in its discretion, which authority the Board of Directors has delegated to the Compensation Committee. Mr. Shah is entitled to participate in any long-
term incentive plan that may be available to similarly positioned executives. Mr. Shah also accrues 20 business days of paid time off per calendar year, and any
accrued but unused days are paid in cash at the end of the year.
Mr. Shah is eligible to participate in any employee benefit plan which is or may, in the future, be made available by us to our employees; is entitled to
prompt reimbursement of reasonable and usual business expenses; shall have paid by us premiums for medical, dental and vision care coverage, as well as
premiums for short-term and long-term disability insurance, and term life insurance providing for no less than $2,000,000 of coverage.
AMM may terminate the Shah Employment Agreement in the event of death or disability, without cause upon thirty (30) days prior written notice, or for
Cause (as defined in the Shah Employment Agreement). Mr. Shah may terminate the Shah Employment Agreement at any time and for any reason, including,
but not limited to, Good Reason (as defined in the Shah Employment Agreement).
Upon termination of Mr. Shah’s employment by AMM for Cause or by Mr. Shah without Good Reason he shall be entitled to any accrued but unpaid base
salary, annual bonus, paid time off and expense reimbursement. Upon termination of Mr. Shah’s employment without Cause or by Mr. Shah for Good Reason, in
addition to any accrued but unpaid base salary, paid time off and expense reimbursement, he shall be entitled to receive an amount equal to 24 months of his
base salary in effect before the employment terminates. Mr. Shah shall also be entitled to an amount in cash equal to the premiums that AMM pays for Mr. Shah
under its group medical, dental and vision programs for 12 months following the date of termination.
The Shah Employment Agreement also contains restrictive covenants for AMM’s benefit and customary provisions regarding confidentiality of information
and assignment of inventions.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Effective June 29, 2016, AMH entered into substantially similar Amended and Restated Hospitalist Participation Service Agreements with each of Dr.
Hosseinion (the “Hosseinion Hospitalist Participation Agreement”) and Dr. Vazquez (individually, the ”Vazquez Hospitalist Participation Agreement” and, together
with the Hosseinion Hospitalist Participation Agreement, the “Hospitalist Participation Agreements”), replacing agreements between AMH and Drs. Hosseinion
and Vazquez that had originally been entered into on March 28, 2014 and amended on January 12, 2016. Pursuant to the Hospitalist Participation Agreements,
Drs. Hosseinion and Vazquez provide physician services for AMH. The purpose of the new Hospitalist Participation Agreements is to align payment and benefit
provisions, and make other technical changes, to the employment agreements that were previously in effect with each of Drs. Hosseinion and Vazquez. Each of
the Hospitalist Participation Agreements provides for (i) hourly compensation rates for covered inpatient intensive medicine services; (ii) AMH’s obligation to
secure and pay for medical malpractice insurance, with specified minimum coverage, on behalf of Drs. Hosseinion and Vazquez; and (iii) maintain or purchase a
“tail” policy for at least five years following the termination of the respective Hospitalist Participation Agreements. The Hospitalist Participation Agreements
contain other provisions typical for an agreement of this type, including non-disclosure, non-solicitation, termination and arbitration of disputes provisions. The
Hosseinion Hospitalist Participation Agreement replaced, and thereby terminated, the prior hospitalist participation service agreement between AMH and Dr.
Hosseinion, and the Vazquez Hospitalist Participation Agreement replaced, and thereby terminated, the prior hospitalist participation service agreement between
AMH and Dr. Vazquez.
As a condition of our causing our affiliates to enter into the Hospitalist Participation Agreements, also on March 28, 2014 we entered into substantially
similar stock option agreements with each of Dr. Hosseinion (the “Hosseinion Stock Option Agreement”) and Dr. Vazquez (individually, the “Vazquez Stock
Option Agreement” and, together with the Hosseinion Stock Option Agreement, the “Executive Stock Option Agreements”). Each Executive Stock Option
Agreement provides that Dr. Hosseinion or Dr. Vazquez grant us the option to purchase (at fair market value) all equity interests in the Company held by Dr.
Hosseinion or Dr. Vazquez, as the case may be, in the event that (i) their respective Hospitalist Participation Agreement or Executive Employment Agreement is
terminated by us for cause due to a willful or intentional breach by Dr. Hosseinion or Dr. Vazquez, as the case may be; (ii) Dr. Hosseinion or Dr. Vazquez
commits fraud or any felony against us or any of our affiliates; (iii) Dr. Hosseinion or Dr. Vazquez directly or indirectly solicits any patients, customers, clients,
employees, agents or independent contractors of our or any of our affiliates for competitive purposes; or (iv) Dr. Hosseinion or Dr. Vazquez directly or indirectly
Competes (as such term is defined in the Executive Stock Option Agreements) with us or any of our affiliates.
Lease Agreements
Our corporate headquarters are located at 700 North Brand Boulevard, Suite 1400, Glendale, California 91203. Under the lease of the premises, we
occupy spaces in Suite Nos. 1400, 1425 and 1450, which collectively include 16,484 rentable square feet (the “Premises”). The Premises were improved with an
allowance of $659,360, provided by the landlord, for construction and installation of equipment for the Premises. The lease requires base rent of $37,913 per
month for the first year and schedules annual increases in base rent each year until the final rental year, which is capped at $43,957 per month and schedules
annual increases in base rent each year until the final rental year, which is capped at $43,957 per month. However, the base rent will be abated by up to
$228,049 subject to other terms of the lease.
AMM leases the SCHC premises located in Los Angeles, California, consisting of 8,766 rentable square feet, for a term of ten years. The base rent for
the SCHC lease is approximately $33,000 per month.
Future minimum rental payments required under the operating leases are as follows:
Year ending March 31,
2018
2019
2020
2021
2022
Thereafter
MMG
$
982,000
977,000
994,000
1,012,000
716,000
910,000
$
5,591,000
The DMHC oversees the performance of RBOs in California. An RBO is measured for TNE, working capital, cash to claims ratio and claims timeliness.
MMG is an RBO in California and is required to maintain positive TNE. In the fourth quarter of the fiscal year ended March 31, 2016, MMG reported negative
TNE. MMG submitted a CAP to the DMHC, which the DMHC approved. MMG has up to one year to cure the deficiency. As a result of actions we took, including
amending our existing loan agreement with MMG and entering into a subordination agreement with respect to that loan, as discussed below, MMG had positive
TNE as of the third quarter of fiscal 2017 and has maintained positive TNE to date. Since DMHC requirements are that an RBO should have positive TNE for one
full quarter to be taken off a CAP, we believe that MMG is currently in compliance with DMHC requirements. The DMHC is currently reviewing filings we have
made to confirm this compliance.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
In connection with DMHC’s approval of our CAP for MMG, on November 22, 2016, AMM entered into an Intercompany Revolving Loan Agreement (the
“MMG Loan Agreement”) with MMG, pursuant to which AMM has agreed to lend MMG up to $2,000,000 (the “Commitment Amount”) in one or more advances
(collectively, “Advances”) that MMG may request from time to time during the term of the MMG Loan Agreement. Interest on outstanding Advances shall accrue
interest at a rate equal to the greater of 10% per annum or the LIBOR rate then in effect, and is payable monthly on the first business day of each month. In an
Event of Default (as defined in the MMG Loan Agreement), interest on Advances shall accrue interest at a default rate equal to 3% per annum above the interest
rate then in effect. Additionally, in an Event of Default, MMG may, among other things, accelerate all payments due under the MMG Loan Agreement.
The MMG Loan Agreement replaces substantially similar loan agreements between the parties (other than with respect to the Commitment Amount),
including without limitation that certain Intercompany Revolving Loan Agreement dated as of February 1, 2013, that certain Amendment No. l to Intercompany
Revolving Loan Agreement dated as of March 28, 2014, that certain Intercompany Revolving Loan Agreement dated as of June 27, 2014, and that certain
Amendment No. 2 to Intercompany Revolving Loan Agreement dated as of March 30, 2016, all of which were terminated. See “Intercompany Loans” below.
Also on November 22, 2016, and also at the request of the DMHC in connection with its review and approval of the corrective action plan for MMG,
AMM and MMG entered into a Subordination Agreement (the “Subordination Agreement”), pursuant to which AMM has agreed to irrevocably and fully
subordinate its right to repayment of Advances, together with interest thereon, under the Loan Agreement, to all other present and future creditors of MMG. AMM
also agreed that the payment by MMG of principal and interest of Advances under the MMG Loan Agreement will be suspended and will not mature when,
excluding the liability of MMG to pay AMM principal and interest under the MMG Loan Agreement, if after giving effect to the payment, MMG would not be in
compliance with the financial solvency requirements, as defined in and calculated under Knox-Keene and the rules promulgated thereunder. AMM further agreed
that, in the event of the liquidation or dissolution of MMG, the payment by MMG of principal and interest to AMM under the MMG Loan Agreement shall be fully
subordinated and subject to the prior payment or provision for payment in full of all claims of all other present and future creditors of MMG.
Upon the written consent of the director of the DMHC, all previous subordination agreements between AMM and MMG, including without limitation that
certain Subordination Agreement dated June 27, 2014 between AMM and MMG and that certain Amended and Restated Subordination Agreement between
AMM and MMG dated as of March, 30, 2016, were terminated. The Subordination Agreement may not be cancelled, terminated, rescinded or amended by
mutual consent or otherwise, without the prior written consent of the director of the DMHC.
In December 2016, in response to a request by Humana Insurance Company and Humana Health Plan, Inc. (collectively “Humana”), MMG arranged for
City National Bank (“CNB”) to provide an irrevocable standby letter of credit in an amount up to $235,000 through December 31, 2017, and entered into a
security agreement in favor of CNB, as required by the Independent Practice Association Participation Agreement effective January 1, 2015, including the
addenda and attachments thereto, and as amended.
Lines of credit
Hendel had a $100,000 revolving line of credit with MUFG Union Bank, N.A., of which $0 and $88,764 was outstanding at March 31, 2017 and 2016,
respectively. Borrowings under the line of credit bore interest at the prime rate (as defined) plus 4.50% (8.50% and 8.00% per annum at March 31, 2017 and
2016, respectively), interest only is payable monthly, and the line of credit matured on March 31, 2017. The line of credit was unsecured. Hendel is no longer
consolidated effective January 1, 2017 and its operations are not included in our March 31, 2017 consolidated financial statements subsequent to January 1,
2017.
LALC had a line of credit of $230,000 with JPMorgan Chase Bank, N.A. Borrowing under the line of credit bears interest at a rate of 5.25% and is auto-
renewed on an annual basis. We have not borrowed any amount under this line of credit as of March 31, 2017 and 2016. The line of credit is unsecured. LALC is
no longer consolidated effective January 1, 2017 and its operations are not included in our March 31, 2017 consolidated financial statements subsequent to
January 1, 2017.
BAHA has a line of credit of $150,000 with First Republic Bank. Borrowings under the line of credit bear interest at the prime rate (as defined) plus 3.0%
(7.0% and 6.5% per annum at March 31, 2017 and 2016, respectively). We have an outstanding balance of $62,500 and $100,000 as of March 31, 2017 and
2016, respectively. The line of credit is unsecured.
Intercompany Loans
Each of AMH, ACC, MMG, 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 of the 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 Dr. Hosseinion 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. The following tables summarize the various intercompany loan agreements for the year ended March 31, 2017 and 2016:
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Entity
AMH
ACC
MMG
AKM
SCHC
BAHA
Total
Entity
AMH
ACC
MMG
AKM
SCHC
Total
Facility
10,000,000
1,000,000
2,000,000
5,000,000
5,000,000
250,000
23,250,000
Expiration
30-Sep-18
31-Jul-18
1-Feb-18
30-May-19
21-Jul-19
22-Jul-21
Facility
10,000,000
1,000,000
2,000,000
5,000,000
5,000,000
23,000,000
Expiration
30-Sep-18
31-Jul-18
1-Feb-18
30-May-19
21-Jul-19
$
$
$
$
Critical Accounting Policies
Year Ended March 31, 2017
Interest
Rate
per
Annum
Maximum
Balance
During
Period
Ending
Balance
Principal
Paid
During
Period
Interest
Paid
During
Period
10% $
10%
10%
10%
10%
10%
$
4,904,147 $
1,287,843
1,918,724
-
3,079,916
1,171,525
12,362,155 $
4,904,147 $
1,287,843
1,255,111
-
3,079,916
1,171,525
11,698,542 $
- $
5,000
725,107
-
50,000
780,107 $
Year Ended March 31, 2016
Interest
Rate
per
Annum
Maximum
Balance
During
Period
Ending
Balance
Principal
Paid
During
Period
Interest
Paid
During
Period
10% $
10%
10%
10%
10%
$
2,240,452 $
1,318,874
1,586,123
146,280
3,231,880
8,523,609 $
2,179,721 $
1,277,843
1,586,123
-
2,852,510
7,896,197 $
- $
-
-
146,280
56,287
202,567 $
-
-
-
-
-
-
-
-
-
-
-
-
Some of our accounting policies require the application of judgment by management in selecting appropriate assumptions for calculating financial
estimates, which inherently contain some degree of uncertainty. Management bases its estimates on historical experience and various other assumptions that
are believed to be reasonable under the circumstances. The historical experience and assumptions form the basis for making judgments about the reported
carrying values of assets and liabilities and the reported amounts of revenue and expenses that may not be readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions. We believe the following are critical accounting policies and related judgments and
estimates used in the preparation of our consolidated financial statements.
Principles of Consolidation
The Company’s consolidated financial statements include the accounts of (1) Apollo Medical Holdings, Inc. and its wholly owned subsidiaries AMM,
PCCM, and VMM, (2) the Company’s controlling interest in ApolloMed ACO, and APS, (3) physician practice corporations (“PPCs”) managed under long-term
management service agreements including AMH, MMG, ACC, LALC (through December 31, 2016), Hendel (through December 31, 2016), AKM, SCHC and
BAHA. Some states have laws that prohibit business entities, such as us, from practicing medicine, employing physicians to practice medicine, exercising control
over medical decisions by physicians (collectively known as the corporate practice of medicine), or engaging in certain arrangements with physicians, such as
fee-splitting. In California, the Company operates by maintaining long-term management service agreements with the PPCs, which are each owned and
operated by physicians, and which employ or contract with additional physicians to provide hospitalist services. Under the management agreements, the
Company provides and performs all non-medical management and administrative services, including financial management, information systems, marketing, risk
management and administrative support. Each management agreement typically has a term from 10 to 20 years unless terminated by either party for cause. The
management agreements are not terminable by the PPCs, except in the case of material breach or bankruptcy of the respective PPM.
Through the management agreements and the Company’s relationship with the stockholders of the PPCs, the Company has exclusive authority over all
non-medical decision making related to the ongoing business operations of the PPCs. Consequently, the Company consolidates the revenue and expenses of
each PPC from the date of execution of the applicable management agreement.
On January 1, 2017, PCCM amended the management services agreements entered into with LALC and Hendel. Based on the Company’s evaluation of
current accounting guidance, it was determined that the Company no longer holds an explicit or implicit variable interest in these entities, and accordingly LALC
and Hendel are no longer consolidated and their operations are not included in the March 31, 2017 consolidated financial statements of the Company as of such
date. In connection with the amendments, the Company recorded a gain on disposition of $242,411 in the consolidated statement of operations, the reversal of
the net assets of the LALC and Hendel entities and related noncontrolling interest of $1,023,183 in the consolidated balance sheet, and a decrease in cash and
cash equivalents and in the consolidated statements of cash flows in the amount of $858,670.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
All intercompany balances and transactions have been eliminated in consolidation.
Business Combinations
We use the acquisition method of accounting for all business combinations, which requires assets and liabilities of the acquiree to be recorded at fair
value (with limited exceptions), to measure the fair value of the consideration transferred, including contingent consideration, to be determined on the acquisition
date, and to account for acquisition related costs separately from the business combination.
Reportable Segments
We operate as one reportable segment, the healthcare delivery segment, and implement and operate innovative health care models to create a patient-
centered, physician-centric experience. We report our consolidated financial statements in the aggregate, including all activities in one reportable segment. The
Company has determined it has six reporting units, which are comprised of (1) Hospitalist and AMM, (2) IPA, (3) Clinics, (4) Care Connect, (5) ACO, and (6)
Palliative Services. While the chief operating decision maker uses financial information related to these reporting units to analyze business performance and
allocate resources, the reporting units, as noted above, do not meet the quantitative threshold under U.S. GAAP to be considered a reportable segment. As
such, these reporting units are aggregated into a single reportable segment in the consolidated financial statements.
Concentrations
Our business and operations are concentrated in one state, California. Any material changes by California with respect to strategy, taxation and
economics of healthcare delivery, reimbursements, financial requirements or other aspects of regulation of the healthcare industry could have an adverse effect
on our operations and cost of doing business.
Revenue Recognition
Revenue consists of primarily contracted, FFS and capitation revenue. Revenue is recorded in the period in which services are rendered. Revenue is
derived from the provision of healthcare services to patients within healthcare facilities, medical management and care coordination of network physicians and
patients. The form of billing and related risk of collection for such services may vary by customer. The following is a summary of the principal forms of our billing
arrangements and how net revenue is recognized for each.
Contracted revenue
Contracted revenue represents revenue generated under contracts for which we provide physician and other healthcare staffing and administrative
services in return for a contractually negotiated fee. Contract revenue consists primarily of billings based on hours of healthcare staffing, provided at agreed-to
hourly rates. Revenue in such cases is recognized as the hours are worked by our staff and contractors. Additionally, contract revenue also includes
supplemental revenue from hospitals where we may have a FFS contract arrangement or provide physician advisory services to the medical staff at a specific
facility. Contract revenue for the supplemental billing in such cases is recognized based on the terms of each individual contract. Such contract terms generally
either provides for a fixed monthly dollar amount or a variable amount based upon measurable monthly activity, such as hours staffed, patient visits or collections
per visit compared to a minimum activity threshold. Such supplemental revenues based on variable arrangements are usually contractually fixed on a monthly,
quarterly or annual calculation basis considering the variable factors negotiated in each such arrangement. Such supplemental revenues are recognized as
revenue 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
respective agreement. Additionally, we derive a portion of our revenue as a contractual bonus from collections received by our partners and such revenue is
contingent upon the collection of third-party billings. These revenues are not considered earned and therefore not recognized as revenue until actual cash
collections are achieved in accordance with the contractual arrangements for such services.
Fee-for-Service revenue
FFS revenue represents revenue earned under contracts in which we bill and collect the professional component of charges for medical services
rendered by our contracted physicians. Under the FFS arrangements, we bill patients for services provided and receive payment from patients or their third-party
payors. FFS revenue is reported net of contractual allowances and policy discounts. All services provided are expected to result in cash flows and are therefore
reflected as net revenue in the financial statements. FFS revenue is recognized in the period in which the services are rendered to specific patients and reduced
immediately for the estimated impact of contractual allowances in the case of those patients having third-party payor coverage. The recognition of net revenue
(gross charges less contractual allowances) from such visits is dependent on such factors as proper completion of medical charts following a patient visit, the
forwarding of such charts to our billing center for medical coding and entering into our 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 our billing systems as well as an estimate of the revenue associated with medical services.
Capitation revenue
Capitation revenue (net of capitation withheld to fund risk share deficits) is recognized in the month in which we are obligated to provide services. Minor
ongoing adjustments to prior months’ capitation, primarily arising from contracted HMOs finalizing of monthly patient eligibility data for additions or subtractions
of enrollees, are recognized in the month they are communicated to us. Managed care revenues consist primarily of capitated fees for medical services provided
by us under a PSA or capitated arrangements directly made with various managed care providers including HMO’s and management service organizations
(“MSOs”). Capitation revenue under the PSA and HMO contracts is prepaid monthly to us based on the number of enrollees electing us as their healthcare
provider. 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 an
interim 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 we 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 us.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
70
HMO contracts also include provisions to share in the risk for enrollee hospitalization, whereby we can earn additional incentive revenue or incur
penalties based upon the utilization of hospital services. Typically, any shared risk deficits are not payable until and unless we generate future risk sharing
surpluses, or if the HMO withholds a portion of the capitation revenue to fund any risk share deficits. At the termination of the HMO contract, any accumulated
risk share deficit is typically extinguished. Due to the lack of access to information necessary to estimate the related costs, shared-risk amounts receivable from
the HMOs are only recorded when such amounts are known. Risk pools for the prior contract years are generally settled in the third or fourth quarter of the
following fiscal year.
In addition to risk-sharing revenues, we also receive incentives under “pay-for-performance” programs for quality medical care, based on various criteria.
These incentives, which are included in other revenues, are generally recorded in the third and fourth quarters of the fiscal year and are recorded when such
amounts are known.
Under full risk capitation contracts, an affiliated hospital enters into agreements with several HMOs, pursuant to which, the affiliated hospital provides
hospital, medical, and other healthcare services to enrollees under a fixed capitation arrangement (“Capitation Arrangement”). Under the risk pool sharing
agreement, the affiliated hospital and medical group agree to establish a Hospital Control Program to serve the enrollees, pursuant to which, the medical group is
allocated a percentage of the profit or loss, after deductions for costs to affiliated hospitals. We participate in full risk programs under the terms of the PSA, with
health plans whereby we are wholly liable for the deficits allocated to the medical group under the arrangement.
Medicare Shared Savings Program Revenue
The Company, through its subsidiary ApolloMed ACO, participates in the MSSP, which is sponsored by CMS. The goal of the MSSP is to improve the
quality of patient care and outcomes through more efficient and coordinated approach among providers. The MSSP allows ACO participants to share in cost
savings it generates in connection with rendering medical services to Medicare patients. Payments to ACO participants, if any, will be calculated annually by
CMS on cost savings generated by the ACO participant relative to the ACO participants’ cost savings benchmark. The MSSP is a relatively new program
managed by CMS that has an evolving payment methodology. Revenues earned by ApolloMed ACO are uncertain, and, if such amounts are payable by the
CMS, they will be paid on an annual basis significantly after the time earned, and will be contingent on various factors, including achievement of the minimum
savings rate as determined by MSSP for the relevant period. Such payments are earned and made on an “all or nothing” basis. The Company considers
revenue, if any, under the MSSP, as contingent upon the realization of program savings as determined by CMS, and are not considered earned and therefore
are not recognized as revenue until notice from CMS that cash payments are to be imminently received.
Hospitalist Agreements
During the year, we entered into several new hospitalist agreements with hospitals, whereby we earn a stipend fee plus a fee based on an agreed
percentage of fee-for-service collections. The fee is recorded at an amount net of the portion owed to the hospitals (we collect all fees on behalf of the hospitals).
The fee revenue is further reduced by a portion subject to quality metrics which is only recorded as revenue upon us meeting these metrics. The Company
considered the indicators of gross revenue and net revenue reporting and determined that revenue from this arrangement is recorded at net.
Goodwill and Indefinite-Lived Intangible Assets
Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other (“ASC 350”),
goodwill and indefinite-lived intangible assets are reviewed at least annually for impairment. Acquired intangible assets with definite lives are amortized over their
individual useful lives.
At least annually, at our fiscal year end, management assesses whether there has been any impairment in the value of goodwill by first comparing the
fair value to the net carrying value of the reporting unit. If the carrying value exceeds its estimated fair value, a second step is performed to compute the amount
of the impairment. We have determined it has six reporting units, which are comprised of (1) Hospitalist and AMM, (2) IPA, (3) Clinics, (4) Care Connect, (5)
ACO, and (6) Palliative Services.
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.
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Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable primarily consists of amounts due from third-party payors, including government sponsored Medicare and Medicaid programs,
insurance companies, and amounts due from hospitals and patients. Accounts receivable are recorded and stated at the amount expected to be collected.
We maintain 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. We also regularly analyses 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.
Medical Liabilities
We are responsible for integrated care that the associated physicians and contracted hospitals provide to our enrollees under risk-pool arrangements.
We provide integrated care to health plan enrollees through a network of contracted providers under sub-capitation and direct patient service arrangements,
company-operated clinics and staff physicians. Medical costs for professional and institutional services rendered by contracted providers are recorded as cost of
services in the accompanying consolidated statements of operations. Costs for operating medical clinics, including the salaries of medical personnel, are also
recorded in cost of services, while non-medical personnel and support costs are included in general and administrative expense.
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 of incurred but not reported claims (“IBNR”).
Such estimates are developed using actuarial methods and are based on many 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. We have a $20,000 per member professional stop-loss and $200,000 per member stop-loss for Medi-Cal patients in institutional risk pools. Any
adjustments to reserves are reflected in current operations.
Noncontrolling Interests
The noncontrolling interests recorded in our consolidated financial statements includes the pre-acquisition equity of those PPC’s in which we have
determined that it has a controlling financial interest and for which consolidation is required as a result of management contracts entered into with these entities
owned by third-party physicians. The nature of these contracts provide us with a monthly management fee to provide the services described above, and as such,
the adjustments to noncontrolling interests in any period subsequent to initial consolidation would relate to either capital contributions or distributions by the
noncontrolling parties as well as income or losses attributable to certain noncontrolling interests. Noncontrolling interests also represent third-party minority
equity ownership interests which are majority owned by us.
During the year ended March 31, 2016, we entered an agreement with a shareholder of APS which is one of our majority owned subsidiaries. In
connection with the agreement, the former shareholder received approximately $400,000, of which approximately $252,000 was paid by us and the remaining
amount of approximately $148,000 was paid by another shareholder of APS, in exchange for his interest in such subsidiary, resulting in an increase in our
ownership interest in APS from 51% to 56%.
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New Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). This new standard establishes a right-of-use (ROU) model that requires a
lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either
finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning
after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required
for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial
statements, with certain practical expedients available. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on the consolidated
financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment
Accounting (“ASU 2016-09”). This ASU makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-
based compensation, and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows
presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15,
2016, with early adoption permitted. The Company adopted this guidance on April 1, 2017 and does not expect such adoption to have a material impact on its
consolidated financial statements and related disclosures for fiscal 2018.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Topic 825-10): Recognition and Measurement of Financial Assets
and Financial Liabilities ("ASU 2016-01"). ASU 2016-01 addresses certain aspects of recognition, measurement, presentation and disclosures of financial
instruments including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. ASU 2016-01 will
become effective for the Company beginning interim period April 1, 2018. The Company is currently evaluating the guidance to determine the potential impact
on its financial condition, results of operations, cash flows and financial statement disclosures.
The FASB issued the following accounting standard updates related to Topic 606, Revenue Contracts with Customers:
•
•
•
•
•
•
ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) in May 2014. ASU 2014-09 requires entities to recognize
revenue through the application of a five-step model, which includes identification of the contract, identification of the performance obligations,
determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue as the entity
satisfies the performance obligations.
ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus
Net) ("ASU 2016-08") in March 2016. ASU 2016-08 does not change the core principle of revenue recognition in Topic 606 but clarifies the
implementation guidance on principal versus agent considerations.
ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ("ASU 2016-10") in April
2016. ASU 2016-10 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on identifying
performance obligations and the licensing implementation guidance, while retaining the related principles for those areas.
ASU No. 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting
Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (SEC Update) ("ASU 2016-11") in
May 2016. ASU 2016-11 rescinds SEC paragraphs pursuant to two SEC Staff Announcements at the March 3, 2016 EITF meeting. The SEC Staff is
rescinding SEC Staff Observer comments that are codified in Topic 605 and Topic 932, effective upon adoption of Topic 606.
ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients in May 2016. ASU
2016-12 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on a few narrow areas
and adds some practical expedients to the guidance.
ASU No. 2016-20, Revenue from Contracts with Customers (Topic 606): Technical Corrections and Improvements (" ASU 2 016-20") in December
2016. ASU 2016-20 does not change the core principle of revenue recognition in Topic 606 but summarizes the technical corrections and
improvements to ASU 2014-09 and is effective upon adoption of Topic 606.
These ASUs will become effective for the Company beginning interim period April 1, 2018. The Company currently anticipates adopting the standard
using the modified retrospective method. The Company has begun the process of implementing this standard, including performing a review of its revenue
streams to identify any differences in the timing, measurement, or presentation of revenue recognition. The Company currently believes that the primary impact
will be changes to the timing of recognition of revenues related to FFS and Capitation Revenue and enhanced financial statement disclosures. The Company will
continue to assess the impact on all areas of its revenue recognition, disclosure requirements and changes that may be necessary to its internal controls over
financial reporting.
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In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash
Payments (“ASU 2016-15”). This ASU provides clarification regarding how certain cash receipts and cash payments are presented and classified in the
statement of cash flows. This ASU addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The issues
addressed in this ASU that will affect the Company are classifying debt prepayments or debt extinguishment costs and contingent consideration payments made
after a business combination. This update is effective for annual and interim periods beginning after December 15, 2017, and interim periods within that reporting
period. Early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2016-15 will have on the Company’s consolidated
financial statements.
In December 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) ("ASU 2016-18”). The amendments in ASU 2016-18
require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted
cash or restricted cash equivalents. ASU 2016-17 will become effective for the Company beginning interim period April 1, 2018. Early adoption is permitted,
including adoption in an interim period. The Company is currently assessing the impact the adoption of ASU 2016-18 will have on the Company’s consolidated
financial statements.
In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). This
ASU provides a screen to determine when a set is not a business, which requires that when substantially all of the fair value of the gross assets acquired (or
disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business, which reduces the number of
transactions that need to be further evaluated. If the screen is not met, this ASU require that to be considered a business, a set much include, at a minimum, an
input and a substantive process that together significantly contribute to the ability to create output and also remove the evaluation of whether a market participant
could replace missing elements. This update is effective for annual and interim periods beginning after December 15, 2017, including interim periods within
those periods. The Company is currently assessing the impact the adoption of ASU 2017-01 will have on the Company’s consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU
2017-04”). This ASU eliminates Step 2 from the goodwill impairment test if the carrying amount exceeds the fair value of a reporting unit and also eliminated the
requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step
2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of
goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. This update is effective for annual and interim periods beginning
after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The
Company is currently assessing the impact the adoption of ASU 2017-04 will have on the Company’s consolidated financial statements.
Off Balance Sheet Arrangements
As of March 31, 2017, we had no off-balance sheet arrangements.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our financial statements for the fiscal year ended March 31, 2015 are included in this annual report, beginning on page F-1.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial
officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended) as of the end of the period covered by this annual report.
Our disclosure controls and procedures are designed to ensure that the information relating to our Company, including our consolidated subsidiaries,
required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is
accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions
regarding required disclosure. Based upon this evaluation, our chief executive officer and chief financial officer concluded that, as of the evaluation date, our
disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-
15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.
Our management, with the participation of our CEO and CFO, has assessed the effectiveness of the internal control over financial reporting as of March
31, 2017. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) in Internal Control - Integrated Framework (2013 Framework) . Based on this evaluation, our management has concluded that our internal control over
financial reporting was effective as of March 31, 2017.
This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only
management’s report in this Annual Report on Form 10-K.
Inherent Limitations on Effectiveness of Controls
Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls or our internal control over
financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not
absolute, assurance that the control system’s objectives will be met. The design of any system of controls is based in part on certain assumptions about the
likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Controls over Financial Reporting
Other than with respect to the material weaknesses discussed below that were previously disclosed in our Annual Report on Form 10-K for the fiscal
year ended March 31, 2016 and subsequently remediated as of March 31, 2017, there was no change in our internal control over financial reporting identified in
management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended March 31, 2017 that materially affected, or is
reasonable likely to materially affect, our internal control over financial reporting.
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Material Weakness Related to Internal Control Policies and Procedures
As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2016 and our Quarterly Reports on Form 10-Q for the
periods ended June 30, 2016, September 30, 2016 and December 31, 2016 (collectively, our “2016 SEC Reports”) our Chief Executive Officer and Chief
Financial Officer identified a material weakness related to our written documentation of our internal control policies and procedures. Written documentation of key
internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act and was not properly documented by the Company. A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a
material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. This control deficiency resulted in the
reasonable possibility that a material misstatement in the financial reporting and disclosure process would not be prevented or detected on a timely basis. This
material weakness was identified and any resulting errors corrected prior to the completion of our consolidated financial statements included in our Annual
Report on Form 10-K for the year ended March 31, 2017.
Remediation of Material Weakness
We initiated a plan to enhance our control procedures over the written documentation of our internal controls over financial reporting in order to be
compliant with the COSO 2013 Framework. During the third and fourth quarters of fiscal 2017, we re-evaluated our internal control documentation processes and
procedures and formally documented the design and testing of our internal controls to be compliant with the COSO 2013 Framework. Additionally, management
remediated this material weakness by:
•
•
adding additional resources with technical expertise in designing and testing internal controls; and
re-designing controls and processes to ensure proper written documentation existed in order to be compliant with the COSO 2013 Framework.
Management believes that the actions described above to address the material weaknesses related to the documentation of our internal control policies
and procedures, which actions were completed during the fourth quarter of 2017, have remediated such material weaknesses in internal control over financial
reporting as of March 31, 2017.
Material Weakness Related to Segregation of Duties
As previously disclosed in our 2016 SEC Reports, our Chief Executive Officer and Chief Financial Officer identified a material weakness in our controls
over segregation of duties as it relates to the design of our internal controls over financial reporting. We did not design effective controls to ensure that all controls
obtained the proper segregation of duties in the review and approval process within the accounting department. This control deficiency resulted in the
reasonable possibility that a material misstatement in the consolidated financial statements would not be prevented or detected on a timely basis.
Remediation of Material Weakness
During the fourth quarter of fiscal 2017, our management remediated this material weakness by supplementing its accounting professionals with
additional resources in the accounting department. In addition, the design of the controls were reviewed and updated to ensure that there were was a preparer of
the control and a separate reviewer of the control.
Management believes that the actions described above to address the material weaknesses related to segregation of duties within the accounting
department, which actions were completed during the fourth quarter of fiscal 2017, have remediated such material weaknesses in internal control over financial
reporting as of March 31, 2017.
Material Weakness Related to the Adequate Review and Supervision of the Financial Reporting Process
As previously disclosed in our 2016 SEC Reports, our Chief Executive Officer and Chief Financial Officer identified a material weakness in our controls
over the adequate review and supervision function as it relates to the design and testing of our internal controls over financial reporting. We did not design
effective controls to ensure that the Company’s accounting department had the adequate amount of resources to properly review and supervise the financial
reporting controls within the accounting department. This control deficiency resulted in the reasonable possibility that a material misstatement in the consolidated
financial statements would not be prevented or detected on a timely basis.
Remediation of Material Weakness
During the fourth quarter of 2017, our management remediated this material weakness by supplementing its existing accounting professionals with
additional resources in the accounting department. In addition, the Company hired outside experts to assist with the preparation and review of the financial
statement close process in order to ensure controls are designed and reviewed properly within the financial reporting close process.
Management believes that the actions described above to address the material weaknesses related to review and supervision of the financial reporting
process, which actions were completed during the fourth quarter of fiscal 2017, have remediated such material weaknesses in internal control over financial
reporting as of March 31, 2017.
ITEM 9B. OTHER INFORMATION
None.
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
Information required by this Item will be contained in the Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders to be filed with the
Securities and Exchange Commission not later than 120 days following the end of the Company’s fiscal year ended March 31, 2017, which information is
incorporated herein by reference.
ITEM 11.
EXECUTIVE COMPENSATION
Information required by this Item will be contained in the Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders to be filed with the
Securities and Exchange Commission not later than 120 days following the end of the Company’s fiscal year ended March 31, 2017, which information is
incorporated herein by reference
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Certain information required by this Item will be contained in the Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders to be filed
with the Securities and Exchange Commission not later than 120 days following the end of the Company’s fiscal year ended March 31, 2017, which information
is incorporated herein by reference. The other information required by this Item appears in this report under “Item 5 — Market for Company’s Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities,” which is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this Item will be contained in the Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders to be filed with the
Securities and Exchange Commission not later than 120 days following the end of the Company’s fiscal year ended March 31, 2017, which information is
incorporated herein by reference.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
Information required by this Item will be contained in the Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders to be filed with the
Securities and Exchange Commission not later than 120 days following the end of the Company’s fiscal year ended March 31, 2017, which information is
incorporated herein by reference.
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ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report:
1. Financial Statements
PART IV
The consolidated financial statements contained herein are as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report.
2. Financial Statement Schedule
None
3. Exhibits
See Exhibit Index.
(b) Exhibits:
The following exhibits are attached hereto and incorporated herein by reference.
Exhibit No.
2.1
2.2
2.3
3.1
3.2
3.3
3.4
3.5
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
Description
Stock Purchase Agreement dated July 21, 2014 by and between SCHC Acquisition, A Medical Corporation, the Shareholders of
Southern California Heart Centers, A Medical Corporation and Southern California Heart Centers, A Medical Corporation (filed as an
exhibit to a Quarterly Report on Form 10-Q on August 14, 2014).
Agreement and Plan of Merger dated as of December 21, 2016 by and among Apollo Medical Holdings, Inc., Apollo Acquisition Corp.,
Network Medical Management, Inc., and Kenneth Sim, M.D. in his capacity as the Shareholders’ Representative (filed as an exhibit to
a Current Report on Form 8-K on December 22, 2016)
Amendment to Agreement and Plan of Merger dated as of March 30, 2017 by and among Apollo Medical Holdings, Inc., Apollo
Acquisition Corp., a California corporation, Network Medical Management, Inc. and Kenneth Sim, M.D. (filed as an exhibit to a Current
Report on Form 8-K on April 5, 2017)
Restated Certificate of Incorporation (filed as an exhibit to a Current Report on Form 8-K on January 21, 2015).
Certificate of Amendment to Restated Certificate of Incorporation (filed as an exhibit to a Current Report on Form 8-K on April 27,
2015).
Certificate of Designation of Series A Convertible Preferred Stock (filed as an exhibit to a Current Report on Form 8-K on October 19,
2015)
Amended and Restated Certificate of Designation of Apollo Medical Holdings, Inc. (filed as an exhibit to a Current Report on Form 8-K
on April 4, 2016)
Restated Bylaws (filed as an exhibit to a Quarterly Report on Form 10-Q on November 16, 2015).
Form of Common Stock certificate (filed as an exhibit to a Registration Statement on Form S-8 on May 5, 2017)
Form of Investor Warrant, dated October 16, 2009, for the purchase of 2,500 shares of common stock (filed as an exhibit to an Annual
Report on Form 10-K/A on March 28, 2012).
Form of Investor Warrant, dated October 29, 2012, for the purchase of common stock (filed as an exhibit to a Quarterly Report on Form
10-Q on December 17, 2012).
Form of Amendment to October 16, 2009 Warrant to Purchase Shares of Common Stock, dated October 29, 2012 (filed as an exhibit
to a Quarterly Report on Form 10-Q on December 17, 2012).
Form of 9% Senior Subordinated Callable Convertible Note, dated January 31, 2013 (filed as an exhibit to an Annual Report on Form
10-K on May 1, 2013).
Form of Investor Warrant for purchase of 3,750 shares of common stock, dated January 31, 2013 (filed as an exhibit to an Annual
Report on Form 10-K on May 1, 2013).
Convertible Note, issued by Apollo Medical Holdings, Inc. to NNA of Nevada, Inc., dated March 28, 2014 (filed as an exhibit to a
Current Report on Form 8-K on March 31, 2014).
Common Stock Purchase Warrant to purchase 100,000 shares, issued by Apollo Medical Holdings, Inc. to NNA of Nevada, Inc., dated
March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K on March 31, 2014).
Common Stock Purchase Warrant to purchase 200,000 shares, issued by Apollo Medical Holdings, Inc. to NNA of Nevada, Inc., dated
March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K on March 31, 2014).
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4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
Common Stock Purchase Warrant to purchase 100,000 shares, issued by Apollo Medical Holdings, Inc. to NNA of Nevada, Inc., dated
March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K on March 31, 2014).
Common Stock Purchase Warrant to purchase 100,000 shares, issued by Apollo Medical Holdings, Inc. to NNA of Nevada, Inc., dated
March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K on March 31, 2014).
Common Stock Purchase Warrant dated October 14, 2015, issued by Apollo Medical Holdings, Inc. to Network Medical Management,
Inc. to purchase 1,111,111 shares of common stock (filed as an exhibit to a Current Report on Form 8-K on April 4, 2016).
Common Stock Purchase Warrant dated March 30, 2016, issued by Apollo Medical Holdings, Inc. to Network Medical Management,
Inc. to purchase 555,555 shares of common stock (filed as an exhibit to a Current Report on Form 8-K on April 4, 2016).
Stock Purchase Warrant dated November 4, 2016, issued to Scott Enderby, D.O. (filed as an exhibit to a Current Report on Form 8-K
on November 10, 2016)
Voting Agreement dated as of December 21, 2016 by and between Apollo Medical Holdings, Inc., and Thomas Lam, M.D. (filed as an
exhibit to a Current Report on Form 8-K on December 22, 2016)
Voting Agreement dated as of December 21, 2016 by and between Apollo Medical Holdings, Inc., and Kenneth Sim, M.D. (filed as an
exhibit to a Current Report on Form 8-K on December 22, 2016)
Consent and Waiver Agreement dated as of December 21, 2016 by and between Apollo Medical Holdings, Inc. and Network Medical
Management, Inc. (filed as an exhibit to a Current Report on Form 8-K on December 22, 2016)
Warrant dated November 17, 2016 issued to Liviu Chindris, M.D. (filed as an exhibit to a Quarterly Report on Form 10-Q on February
14, 2017)
Agreement and Plan of Merger among Siclone Industries, Inc. and Apollo Acquisition Co., Inc. and Apollo Medical Management, Inc.
(filed as an exhibit to a Current Report on Form 8-K on June 19, 2008).
2010 Equity Incentive Plan (filed as Appendix A to Schedule 14C Information Statement filed on August 17, 2010).
Board of Directors Agreement dated March 22, 2012, by and between Apollo Medical Holdings, Inc. and Suresh Nihalani (filed as an
exhibit to an Annual Report on Form 10-K/A on March 28, 2012).
2013 Equity Incentive Plan of Apollo Medical Holdings, Inc. dated April 30, 2013 (filed as an exhibit to an Annual Report on Form 10-K
on May 8, 2014).
Board of Directors Agreement dated May 22, 2013 by and between Apollo Medical Holdings, Inc., and David Schmidt (filed as an
exhibit to an Annual Report on Form 10-K on May 8, 2014).
Board of Directors Agreement dated October 17, 2012 by and between Apollo Medical Holdings, Inc., and Mark Meyers (filed as an
exhibit to an Annual Report on Form 10-K on May 8, 2014).
Intercompany Revolving Loan Agreement, dated February 1, 2013, by and between Apollo Medical Management, Inc. and Maverick
Medical Group, Inc. (filed as an exhibit to a Quarterly Report on Form 10-Q on June 14, 2013).
Intercompany Revolving Loan Agreement, dated July 31, 2013 by and between Apollo Medical Management, Inc. and ApolloMed Care
Clinic (filed as an exhibit to a Quarterly Report on Form 10-Q on September 16, 2013).
10.9+
Consulting and Representation Agreement between Flacane Advisors, Inc. and Apollo Medical Holdings, Inc., dated January 15, 2015
10.10
10.11
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10.13
10.14
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(filed as an exhibit to a Current Report on Form 8-K on January 21, 2015).
Intercompany Revolving Loan Agreement dated as of September 30, 2013, between Apollo Medical Management, Inc. and ApolloMed
Hospitalists, a Medical Corporation (filed as an exhibit to a Quarterly Report on Form 10-Q on December 20, 2013).
Form of Settlement Agreement and Release, between Apollo Medical Holdings, Inc. and each of the Holders listed on Exhibit A to the
First Amendment, effective December 20, 2013 (filed as an exhibit to a Current Report on Form 8-K on December 24, 2013).
Credit Agreement, between Apollo Medical Holdings, Inc. and NNA of Nevada, Inc., dated March 28, 2014 (filed as an exhibit to a
Current Report on Form 8-K on March 31, 2014).
Investment Agreement, between Apollo Medical Holdings, Inc. and NNA of Nevada, Inc., dated March 28, 2014 (filed as an exhibit to a
Current Report on Form 8-K on March 31, 2014).
Collateral Assignment of Physician Shareholder Agreement and Management Agreement, between Apollo Medical Holdings, Inc.,
Apollo Medical Management, Inc., and NNA of Nevada, Inc., dated March 28, 2014 (acknowledged by ApolloMed Care Clinic, and
Warren Hosseinion, M.D.) (filed as an exhibit to a Current Report on Form 8-K on March 31, 2014).
Collateral Assignment of Physician Shareholder Agreement and Management Agreement, between Apollo Medical Holdings, Inc.,
Apollo Medical Management, Inc., and NNA of Nevada, Inc., dated March 28, 2014 (acknowledged by Maverick Medical Group Inc.
and Warren Hosseinion, M.D.) (filed as an exhibit to a Current Report on Form 8-K on March 31, 2014).
Collateral Assignment of Physician Shareholder Agreement and Management Agreement, between Apollo Medical Holdings, Inc.,
Apollo Medical Management, Inc., and NNA of Nevada, Inc., dated March 28, 2014 (acknowledged by ApolloMed Hospitalists and
Warren Hosseinion, M.D.) (filed as an exhibit to a Current Report on Form 8-K on March 31, 2014).
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10.17
10.18
Shareholders Agreement, between Apollo Medical Holdings, Inc., Warren Hosseinion, M.D., Adrian Vazquez, M.D., and NNA of
Nevada, Inc., dated March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K on March 31, 2014).
Registration Rights Agreement, between Apollo Medical Holdings, Inc. and NNA of Nevada, Inc., dated March 28, 2014 (filed as an
exhibit to a Current Report on Form 8-K on March 31, 2014).
10.19+
Employment Agreement, between Apollo Medical Management, Inc. and Warren Hosseinion, M.D., dated March 28, 2014 (filed as an
exhibit to a Current Report on Form 8-K/A on April 3, 2014).
10.20+
Employment Agreement, between Apollo Medical Management, Inc. and Adrian Vazquez, M.D., dated March 28, 2014 (filed as an
exhibit to a Current Report on Form 8-K/A on April 3, 2014).
10.21+
Hospitalist Participation Service Agreement, between ApolloMed Hospitalists and Warren Hosseinion, M.D., dated March 28, 2014
(filed as an exhibit to a Current Report on Form 8-K/A on April 3, 2014).
10.22+
Hospitalist Participation Service Agreement, between ApolloMed Hospitalists and Adrian Vazquez, M.D., dated March 28, 2014 (filed
as an exhibit to a Current Report on Form 8-K/A on April 3, 2014).
10.23+
Stock Option Agreement, between Warren Hosseinion, M.D. and Apollo Medical Holdings, Inc., dated March 28, 2014 (filed as an
exhibit to a Current Report on Form 8-K/A on April 3, 2014).
10.24+
Stock Option Agreement, between Adrian Vazquez, M.D. and Apollo Medical Holdings, Inc., dated March 28, 2014 (filed as an exhibit
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10.27
10.28
10.29
10.30
10.31
10.32
10.33
to a Current Report on Form 8-K/A on April 3, 2014).
Amended and Restated Management Services Agreement, between Apollo Medical Management, Inc. and ApolloMed Care Clinic,
dated March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K/A on April 3, 2014).
Amended and Restated Management Services Agreement, between Apollo Medical Management, Inc. and Maverick Medical Group
Inc., dated March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K/A on April 3, 2014).
Amended and Restated Management Services Agreement, between Apollo Medical Management, Inc. and ApolloMed Hospitalists,
dated March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K/A on April 3, 2014).
Physician Shareholder Agreement, granted and delivered by Warren Hosseinion, M.D., in favor of Apollo Medical Management, Inc.
and Apollo Medical Holdings, Inc., for the account of ApolloMed Care Clinic, dated March 28, 2014 (filed as an exhibit to a Current
Report on Form 8-K/A on April 3, 2014).
Physician Shareholder Agreement, granted and delivered by Warren Hosseinion, M.D., in favor of Apollo Medical Management, Inc.
and Apollo Medical Holdings, Inc., for the account of Maverick Medical Group, Inc., dated March 28, 2014 (filed as an exhibit to a
Current Report on Form 8-K/A on April 3, 2014).
Physician Shareholder Agreement, granted and delivered by Warren Hosseinion, M.D., in favor of Apollo Medical Management, Inc.
and Apollo Medical Holdings, Inc., for the account of ApolloMed Hospitalists, dated March 28, 2014 (filed as an exhibit to a Current
Report on Form 8-K/A on April 3, 2014).
Amendment No. 1 to Intercompany Revolving Loan Agreement, between Apollo Medical Management, Inc. and ApolloMed Care Clinic,
dated March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K/A on April 3, 2014).
Amendment No. 1 to Intercompany Revolving Loan Agreement, between Apollo Medical Management, Inc. and Maverick Medical
Group Inc., dated March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K/A on April 3, 2014).
Amendment No. 1 to Intercompany Revolving Loan Agreement, between Apollo Medical Management, Inc. and ApolloMed
Hospitalists, dated March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K/A on April 3, 2014).
10.34+
Board of Directors Agreement dated March 7, 2012 by and between Apollo Medical Holdings, Inc., and Gary Augusta (filed as an
exhibit to an Annual Report on Form 10-K on May 8, 2014).
10.35+
Board of Directors Agreement dated February 15, 2012 by and between Apollo Medical Holdings, Inc., and Ted Schreck (filed as an
exhibit to an Annual Report on Form 10-K on May 8, 2014).
10.36+
Board of Directors Agreement dated October 22, 2012 by and between Apollo Medical Holdings, Inc., and Mitchell R. Creem (filed as
10.37+
an exhibit to an Annual Report on Form 10-K on May 8, 2014).
Consulting Agreement as of May 20, 2014 by and among Apollo Medical Holdings, Inc. and Bridgewater Healthcare Group, LLC (filed
as an exhibit to a Current Report on Form 8-K/A on July 3, 2014).
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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Board of Directors Agreement dated May 22, 2013 by and between Apollo Medical Holdings, Inc., and Warren Hosseinion, M.D. (filed
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10.42
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10.45
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10.47
10.48
10.49
10.50
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10.52+
10.53+
10.54+
10.55+
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10.57+
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as an exhibit to a Current Report on Form 8-K on September 16, 2014).
Contribution Agreement, dated as of October 27, 2014, by and between Dr. Sandeep Kapoor, M.D, Marine Metspakyan and Apollo
Palliative Services LLC (filed as an exhibit to a Current Report on Form 8-K on October 31, 2014).
Contribution Agreement, dated as of October 27, 2014, by and between Rob Mikitarian and Apollo Palliative Services LLC (filed as an
exhibit to a Current Report on Form 8-K on October 31, 2014).
Membership Interest Purchase Agreement, entered into as of October 27, 2014, by and among Apollo Palliative Services LLC, Apollo
Medical Holdings, Inc., Dr. Sandeep Kapoor, M.D., Marine Metspakyan and Best Choice Hospice Care, LLC (filed as an exhibit to a
Current Report on Form 8-K on October 31, 2014).
Stock Purchase Agreement entered into as of October 27, 2014, by and among Apollo Palliative Services LLC, Rob Mikitarian and
Holistic Care Home Health Agency, Inc. (filed as an exhibit to a Current Report on Form 8-K on October 31, 2014).
Second Amendment to Lease Agreement dated October 14, 2014 by and among Apollo Medical Holdings, Inc. and EOP-700 North
Brand, LLC (filed as an exhibit on Quarterly Report on Form 10-Q on November 14, 2014).
Lease Agreement, dated July 22, 2014, by and between Numen, LLC and Apollo Medical Management, Inc. (filed as an exhibit to a
Current Report on Form 8-K/A on December 8, 2014).
First Amendment and Acknowledgement, dated as of February 6, 2015, among Apollo Medical Holdings, Inc., NNA of Nevada, Inc.,
Warren Hosseinion, M.D. and Adrian Vazquez, M.D. (filed as an exhibit to a Current Report on Form 8-K on February 10, 2015).
Board of Directors Agreement dated April 9, 2015 by and between Apollo Medical Holdings, Inc., and Lance Jon Kimmel (filed as an
exhibit to a Current Report on Form 8-K on April 13, 2015).
Amendment to the First Amendment and Acknowledgement, dated as of May 13, 2015, among Apollo Medical Holdings, Inc., NNA of
Nevada, Inc., Warren Hosseinion, M.D. and Adrian Vazquez, M.D. (filed as an exhibit to a Current Report on Form 8-K on May 15,
2015).
Amendment to the First Amendment and Acknowledgement, dated as of July 7, 2015, among Apollo Medical Holdings, Inc., NNA of
Nevada, Inc., Warren Hosseinion, M.D. and Adrian Vazquez, M.D. (filed as an exhibit to a Current Report on Form 8-K on July 10,
2015).
Waiver and Consent dated as of August 18, 2015 between Apollo Medical Holdings, Inc. and NNA of Nevada, Inc. (filed as an exhibit to
a Quarterly Report on Form 10-Q on August 19, 2015)
Securities Purchase Agreement dated October 14, 2015 between Apollo Medical Holdings, Inc. and Network Medical Management,
Inc. (filed as an exhibit to a Current Report on Form 8-K on October 19, 2015).
Second Amendment and Conversion Agreement dated as of November 17, 2015 between Apollo Medical Holdings, Inc., NNA of
Nevada, Inc., Warren Hosseinion, M.D. and Adrian Vazquez, M.D. (filed as an exhibit to a Current Report on Form 8-K on November
19, 2015).
Board of Directors Agreement between Apollo Medical Holdings, Inc. and Thomas S. Lam, M.D. dated January 19, 2016 (filed as an
exhibit to a Current Report on Form 8-K on January 19, 2016
First Amendment to Employment Agreement dated as of January 12, 2016 between Apollo Medical Management, Inc. and Warren
Hosseinion, M.D. (filed as an exhibit to a Current Report on Form 8-K on January 19, 2016).
First Amendment to Employment Agreement dated as of January 12, 2016 between Apollo Medical Management, Inc. and Adrian
Vazquez, M.D. (filed as an exhibit to a Current Report on Form 8-K on January 19, 2016).
Consulting Agreement dated January 12, 2016 between Apollo Medical Holdings, Inc. and Flacane Advisors, Inc. (filed as an exhibit to
a Current Report on Form 8-K on January 19, 2016).
Indemnification Agreement effective as of September 21, 2015 between Apollo Medical Holdings, Inc. and William Abbott (filed as an
exhibit to a Current Report on Form 8-K on January 19, 2016).
Board of Directors Agreement dated January 12, 2016 between Apollo Medical Holdings, Inc. and Mark Fawcett (filed as an exhibit to a
Current Report on Form 8-K/A on February 2, 2016).
Securities Purchase Agreement dated March 30, 2016 between Apollo Medical Holdings, Inc. and Network Medical Management, Inc.
(filed as an exhibit to a Current Report on Form 8-K on April 4, 2016).
81
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
10.59
10.60
10.61
10.62
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10.64
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10.66
2015 Equity Incentive Plan (filed as an exhibit to an annual report on Form 10-K on June 29, 2016)
Asset Purchase Agreement dated January 12, 2016 among Apollo Medical Holdings, Inc., Apollo Care Connect, Inc. and Healarium,
Inc. (filed as an exhibit to an annual report on Form 10-K on June 29, 2016)
Amendment No.2 to Intercompany Revolving Loan Agr4eement dated March 30, 2016 between Apollo Medical Management, Inc. and
Maverick Medical Group, Inc. (filed as an exhibit to an annual report on Form 10-K on June 29, 2016)
Amended and Restated Subordination Agreement between Apollo Medical Management, Inc. and Maverick Medical Group, Inc. (filed
as an exhibit to an annual report on Form 10-K on June 29, 2016)
Stock Purchase Agreement dated as of March 1, 2016 by and among Robert Tracy, D.O., Inc., ApolloMed Care Clinic and Warren
Hosseinion, M.D. as nominee for Apollo Medical Management, Inc. (filed as an exhibit to a Current Report on Form 8-K on June 28,
2016)
Non-Interest Bearing Secured Promissory Note dated March 1, 2016 (filed as an exhibit to a Current Report on Form 8-K on June 28,
2016)
First Amendment to Stock Purchase Agreement and to Non-Interest Bearing Promissory Note dated as of March 1, 2016 by and
among Robert Tracy, D.O., Inc., ApolloMed Care Clinic and Warren Hosseinion, M.D. as nominee for Apollo Medical Management,
Inc. (filed as an exhibit to a Current Report on Form 8-K on June 28, 2016)
Membership Interest Purchase Agreement and Release dated as of December 9, 2015 between Apollo Medical Holdings, Inc., Apollo
Medical Management, Inc., Apollo Palliative Services LLC and Sandeep Kapoor, M.D. (filed as an exhibit to an annual report on Form
10-K on June 29, 2016)
10.67+
Amended and Restated Employment Agreement made as of June 29, 2016 by and between Apollo Medical Management, Inc. and
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10.69+
10.70+
10.71
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Warren Hosseinion, M.D. (filed as an exhibit to an annual report on Form 10-K on June 29, 2016)
Amended and Restated Employment Agreement made as of June 29, 2016 by and between Apollo Medical Management, Inc. and
Adrian Vazquez, M.D. (filed as an exhibit to an annual report on Form 10-K on June 29, 2016)
Amended and Restated Hospitalist Participation Service Agreement made as of June 29, 2016 by and between ApolloMed
Hospitalists, a Medical Corporation, and Warren Hosseinion, M.D. (filed as an exhibit to an annual report on Form 10-K on June 29,
2016)
Amended and Restated Hospitalist Participation Service Agreement made as of June 29, 2016 by and between ApolloMed
Hospitalists, a Medical Corporation, and Adrian Vazquez, M.D. (filed as an exhibit to an annual report on Form 10-K on June 29, 2016)
Third Amendment dated June 28, 2016 between Apollo Medical Holdings, Inc. and NNA of Nevada, Inc. (filed as an exhibit to an
Annual Report on Form 10-K on June 29, 2016)
Employment Agreement by and between Apollo Medical Management, Inc. and Mihir Shah dated July 21, 2016 (filed as an exhibit to a
Current Report on Form 8-K on July 26, 2016)
Stock Purchase Agreement dated as of November 4, 2016 by and among BAHA Acquisition, A Medical Corporation, a California
professional corporation; Bay Area Hospitalist Associates, A Medical Corporation, a California professional corporation; and Scott
Enderby, D.O. (filed as an exhibit to a Current Report on Form 8-K on November 10, 2016)
Employment Agreement dated as of November 4, 2016 by and between Bay Area Hospitalist Associates, Inc., a California professional
corporation and Scott Enderby (filed as an exhibit to a Current Report on Form 8-K on November 10, 2016)
Non-Competition Agreement dated as of November 4, 2016 by and between Bay Area Hospitalist Associates, A Medical Corporation, a
California professional corporation and Scott Enderby, D.O. (filed as an exhibit to a Current Report on Form 8-K on November 10,
2016)
Intercompany Revolving Loan Agreement dated as of July 22, 2016 by and between Apollo Medical Management, Inc. and Bay Area
Hospitalist Associates, a Medical Corporation (filed as an exhibit to a Quarterly Report on Form 10-Q on November 14, 2016)
Intercompany Revolving Loan Agreement dated as of November 22, 2016 by and between Apollo Medical Management, Inc. and
Maverick Medical Group, Inc. (filed as an exhibit to the Current Report on Form 8-K on November 29, 2016)
Subordination Agreement dated as of November 22, 2016 by and between Apollo Medical Management, Inc. and Maverick Medical
Group, Inc. (filed as an exhibit to the Current Report on Form 8-K on November 29, 2016)
Employment Agreement dated December 20, 2016 between Apollo Medical Management, Inc. and Warren Hosseinion, M.D. (filed as
an exhibit to a Current Report on Form 8-K on December 22, 2016)
Employment Agreement dated December 20, 2016 between Apollo Medical Management, Inc. and Gary Augusta (filed as an exhibit to
a Current Report on Form 8-K on December 22, 2016)
Employment Agreement dated December 20, 2016 between Apollo Medical Management, Inc. and Mihir Shah (filed as an exhibit to a
Current Report on Form 8-K on December 22, 2016)
Employment Agreement dated December 20, 2016 between Apollo Medical Management, Inc. and Adrian Vazquez, M.D. (filed as an
exhibit to a Current Report on Form 8-K on December 22, 2016)
Next Generation ACO Model Participation Agreement (filed as an exhibit to a Current Report on Form 8-K on January 20, 2017)
Promissory Note dated as of January 3, 2017 between Apollo Medical Holdings, Inc. and Network Medical Management, Inc. (filed as
an exhibit to a Current Report on Form 8-K on February 13, 2017)
82
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
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21.1*
23.1*
31.1*
31.2*
32*
Promissory Note (Term Loan) issued November 17, 2016 to Liviu Chindris, M.D. in the principal amount of $400,000.00 (filed as an
exhibit to a Quarterly Report on Form 10-Q on February 14, 2017)
Securities Purchase Agreement dated as of March 30, 2017 between Apollo Medical Holdings, Inc. and Alliance Apex, LLC (filed as an
exhibit to a Current Report on Form 8-K on April 5, 2017)
Convertible Promissory Note dated March 30, 2017 issued to Alliance Apex, LLC in the principal amount of $4,990,000 (filed as an
exhibit to a Current Report on Form 8-K on April 5, 2017)
Fourth Amendment to Registration Rights Agreement between Apollo Medical Holdings, Inc. and NNA of Nevada, Inc., dated as of
April 26, 2017 (filed as an exhibit to a Current Report on Form 8-K on April 28, 2017)
Management Services Agreement dated as of July 1, 2011 between Pulmonary Critical Care Management, Inc. and Los Angeles Lung
Center, a California Medical Corporation (filed As an exhibit to a Current Report on Form 8-K on May 23, 2017)
Amendment No.1 dated as of January 1, 2017 to Management Services Agreement between Pulmonary Critical Care Management,
Inc. and Los Angeles Lung Center, a California Medical Corporation (filed As an exhibit to a Current Report on Form 8-K on May 23,
2017)
Amendment No.2 dated as of March 24, 2017 to Management Services Agreement between Pulmonary Critical Care Management,
Inc. and Los Angeles Lung Center, a California Medical Corporation (filed As an exhibit to a Current Report on Form 8-K on May 23,
2017)
Management Services Agreement dated as of August 1, 2012 between Verdugo Medical Management, Inc. and Eli E. Hendel, M.D., a
Medical Corporation, a California Medical Corporation (filed As an exhibit to a Current Report on Form 8-K on May 23, 2017)
Amendment No.1 dated as of January 1, 2017 to Management Services Agreement between Verdugo Medical Management, Inc. and
Eli E. Hendel, M.D., a Medical Corporation, a California Medical Corporation (filed As an exhibit to a Current Report on Form 8-K on
May 23, 2017)
Amendment No.2 dated as of March 24, 2017 to Management Services Agreement between Verdugo Medical Management, Inc. and
Eli E. Hendel, M.D., a Medical Corporation, a California Medical Corporation (filed As an exhibit to a Current Report on Form 8-K on
May 23, 2017)
Subsidiaries of Apollo Medical Holdings, Inc.
Consent of BDO USA, LLP
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14
under the Securities Exchange Act of 1934
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14
under the Securities Exchange Act of 1934
Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
101.INS*
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
*
+
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
Filed herewith
Management contract or compensatory plan, contract or arrangement
(c) Financial Statement Schedules:
Not applicable.
83
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
Date: June 29, 2017
APOLLO MEDICAL HOLDINGS, INC.
By:
/s/ WARREN HOSSEINION, M.D
Warren Hosseinion, M.D.,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Warren
Hosseinion and Gary Augusta, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
SIGNATURE
TITLE
/S/ WARREN HOSSEINION, M.D.
Warren Hosseinion, M.D.
President, Chief Executive Officer (Principal Executive Officer), and Director
/S/ MIHIR SHAH
Mihir Shah
/S/ GARY AUGUSTA
Gary Augusta
/S/ MARK FAWCETT
Mark Fawcett
/S/ THOMAS LAM, M.D.
Thomas Lam, M.D.
/S/ SURESH NIHALANI
Suresh Nihalani
/S/ DAVID SCHMIDT
David Schmidt
/S/ TED SCHRECK
Ted Schreck
Chief Financial Officer (Principal Financial and Accounting Officer)
Chairman of the Board and Director
Director
Director
Director
Director
Director
84
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
CONSOLIDATED FINANCIAL STATEMENTS - TABLE OF CONTENTS:
Report of independent registered public accounting firm
Consolidated financial statements:
Consolidated balance sheets
Consolidated statements of operations
Consolidated statements of changes in stockholders’ equity (deficit)
Consolidated statements of cash flows
Notes to consolidated financial statements
F- 1
Page
F-2
F-3
F-4
F-5
F-6
F-8
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Board of Directors and Stockholders
Apollo Medical Holdings, Inc.
Glendale, California
Report of Independent Registered Public Accounting Firm
We have audited the accompanying consolidated balance sheets of Apollo Medical Holdings, Inc. (“Company”) as of March 31, 2017 and 2016 and the related
consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control
over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Apollo Medical Holdings,
Inc. at March 31, 2017 and 2016, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1
to the consolidated financial statements, the Company has suffered recurring losses from operations and has generated negative cash flows from operations
since inception, resulting in an accumulated deficit of $37.7 million as of March 31, 2017. These factors among others raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ BDO USA, LLP
Los Angeles, California
June 29, 2017
F- 2
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
Cash and cash equivalents
Accounts receivable, net of allowance for doubtful accounts of $475,080 and $601,000 at March 31, 2017 and
March 31,
2017
2016
$
8,664,211 $
9,270,010
2016, respectively
Other receivables
Due from Affiliates
Prepaid expenses and other current assets
Total current assets
Deferred financing costs, net
Property and equipment, net
Restricted cash
Intangible assets, net
Goodwill
Other assets
TOTAL ASSETS
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities
Medical liabilities
Convertible note payable, net of debt issuance cost of $161,000
Lines of credit
Total current liabilities
Note payable – related party
Warrant liability
Deferred rent liability
Deferred tax liability
Total liabilities
$
$
COMMITMENTS AND CONTINGENCIES (Note 10)
MEZZANINE EQUITY
Series A Preferred stock, par value $0.001; 5,000,000 shares authorized (inclusive of Series B Preferred stock);
1,111,111 issued and outstanding as of March 31, 2016, Liquidation preference of $9,999,999 at March 31,
2016
STOCKHOLDERS’ EQUITY
Series A Preferred stock, par value $0.001; 5,000,000 shares authorized (inclusive of Series B Preferred stock);
1,111,111 issued and outstanding as of March 31, 2017, Liquidation preference of $9,999,999 at March 31,
2017
Series B Preferred stock, par value $0.001; 5,000,000 shares authorized (inclusive of Series A Preferred stock)
555,555 issued and outstanding as of March 31, 2017 and 2016, Liquidation preference of $4,999,995 at
March 31, 2017 and 2016
Common stock, par value $0.001; 100,000,000 shares authorized, 6,033,518 and 5,876,852 shares issued and
outstanding at March 31, 2017 and 2016, respectively
Additional paid-in capital
Accumulated deficit
Stockholders’ deficit attributable to Apollo Medical Holdings, Inc.
Noncontrolling interest
Total stockholders’ equity
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
$
5,506,472
464,085
18,314
269,168
14,922,250
-
1,205,139
765,058
1,904,269
1,622,483
225,358
20,644,557 $
7,883,373 $
1,768,231
4,829,000
62,500
14,543,104
5,000,000
-
747,418
83,667
20,374,189
3,392,941
581,213
20,505
293,828
13,558,497
37,926
1,247,973
530,000
2,353,212
1,622,483
216,442
19,566,533
4,572,307
2,670,709
-
188,764
7,431,780
-
2,811,111
728,877
43,479
11,015,247
-
7,077,778
7,077,778
-
3,884,745
3,884,745
6,033
26,331,948
(37,654,381)
(353,877)
624,245
270,368
20,644,557 $
5,876
23,524,517
(28,684,565)
(1,269,427)
2,742,935
1,473,508
19,566,533
The accompanying notes are an integral part of these consolidated financial statements
F- 3
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Net revenues
Costs and expenses:
Cost of services
General and administrative
Depreciation and amortization
Total costs and expenses
Loss from operations
Other income (expense) :
Interest expense
Gain (loss) on change in fair value of warrant and conversion feature liabilities
Gain on deconsolidation of variable interest entity
Loss on debt extinguishment
Other income
Total other income (expense), net
Loss before benefit from income taxes
Benefit from income taxes
Net loss
Net income attributable to noncontrolling interests
Net loss attributable to Apollo Medical Holdings, Inc.
Net loss per share:
Basic and diluted
Weighted average shares of common stock outstanding:
Basic and diluted
For The Years Ended March 31,
2017
2016
$
57,427,701 $
44,048,740
48,735,537
18,583,372
645,742
67,964,651
34,000,786
16,962,687
351,396
51,314,869
(10,536,950)
(7,266,129)
(82,905)
1,633,333
242,411
-
14,701
1,807,540
(542,296)
(408,692)
-
(266,366)
239,057
(978,297)
(8,729,410)
(8,244,426)
(47,495)
(71,037)
(8,681,915)
(8,173,389)
287,901
1,170,655
(8,969,816) $
(9,344,044)
(1.49) $
(1.79)
6,001,680
5,212,927
$
$
The accompanying notes are an integral part of these consolidated financial statements
F- 4
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the Years Ended March 31, 2017 and 2016
Preferred Stock – Series A
Preferred Stock – Series B
Common Stock
Paid-in
Accumulated Noncontrolling
Additional
Stockholders’
(Deficit)
Shares
Amount
Shares
Amount
Amount
Capital
Deficit
Interests
Equity
Shares
- 4,863,389 $
-
-
4,863 $ 16,517,985 $ (19,340,521) $
(9,344,044)
-
-
1,827,489
1,170,655
$
(990,184)
(8,173,389)
Balance April 1, 2015
Net income (loss)
Stock-based compensation
expense
Issuance of common stock in
acquisition
Distributions to noncontrolling
interest
Reclassification of
noncontrolling interest to
notes receivable
Net adjustment from change in
APS ownership interest
Conversion of 9% notes to
common stock
Conversion of 8% notes and
warrants to common stock
Issuance of preferred stock and
equity warrant
Balance at March 31, 2016
Net income (loss)
Stock-based compensation
expense
Issuance of common stock for
exercise of warrants
Issuance of common stock for
vested restricted stock
Relative fair value of warrants
issued with debt
Reclassification of
Noncontrolling interest due to
acquisition of VIE
Distributions to noncontrolling
interest
Deconsolidation of VIEs,
Warrants issuable for debt
guarantee
Reclassification of mezzanine
equity to permanent equity
Reclassification of derivative
liability to equity
- $
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- $
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,111,111
7,077,778
-
-
-
-
- 1,103,976
-
275,000
275 1,512,225
-
-
-
-
1,103,976
1,512,500
-
-
-
-
-
(702,642)
(702,642)
-
-
-
-
-
-
-
414,716
414,716
-
(338,032)
-
32,717
(305,315)
-
138,463
138
553,713
-
600,000
600 3,059,400
-
-
-
-
- 1,106,454
-
150,000
150
171,850
-
6,666
7
61
-
-
-
6,880
-
-
-
-
-
-
-
-
-
-
2,742,935
287,901
-
-
-
-
553,851
3,060,000
4,999,995
1,473,508
(8,681,915)
1,106,454
172,000
68
6,880
-
-
-
-
-
-
-
-
-
-
-
-
-
183,408
-
(183,408)
-
-
-
-
-
-
161,000
-
-
- 1,177,778
-
-
-
-
-
(1,200,000)
(1,023,183)
(1,200,000)
(1,023,183)
-
-
-
161,000
7,077,778
1,177,778
-
-
555,555
555,555
3,884,745
3,884,745 5,876,852
-
- 1,115,250
5,876
23,524,517
(28,684,565)
-
-
(8,969,816)
Balance at March 31, 2017
1,111,111 $
7,077,778
555,555 $
3,884,745 6,033,518 $
6,033 $ 26,331,948 $ (37,654,381) $
624,245
$
270,368
The accompanying notes are an integral part of these consolidated financial statements
F- 5
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for doubtful accounts
Depreciation and amortization
Loss on disposal of assets
Deferred income taxes
Stock-based compensation expense
Gain on deconsolidation of variable interest entity
Loss on debt extinguishment
Amortization of deferred financing costs
Write-off of capitalized offering costs
Amortization adjustment to debt discount
Change in fair value of warrant and conversion feature liability
Impairment of goodwill and intangible assets
Changes in assets and liabilities:
Accounts receivable
Other receivables
Due from affiliates
Prepaid expenses and other current assets
Deferred financing costs
Other assets
Accounts payable and accrued liabilities
Deferred rent liability
Medical liabilities
Net cash used in operating activities
Cash flows from investing activities:
Change in restricted cash
Proceeds from sale of ACC assets
Decrease in cash and cash equivalents resulting from deconsolidation of variable interest entities
Property and equipment acquired
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from the issuance of Series A preferred stock and warrants
Proceeds from the issuance of Series B preferred stock and warrants
Proceeds from issuance of convertible note payable
Proceeds from issuance of note payable – related party
Repayments on convertible notes
Proceeds from notes payable
Principal payments on notes payable
Proceeds from line of credit
Repayments on lines of credit
Distributions to noncontrolling interest
Proceeds from exercise of warrants and vested restricted stock
Proceeds from issuance of common stock
Payment to noncontrolling interest for equity interest
For The Years Ended March 31,
2017
2016
$
(8,681,915) $
(8,173,389)
385,597
645,742
6,938
40,188
1,106,454
(242,411)
-
44,806
-
-
(1,633,333)
68,311
(2,780,122)
113,303
2,191
(10,158)
-
(8,916)
3,653,211
53,514
(902,478)
435,838
351,396
476,745
(127,736)
1,103,976
-
266,366
94,912
513,646
(29,984)
408,692
207,285
(27,195)
283,704
15,892
(92,182)
(43,330)
3,181
1,024,991
57,907
1,410,160
(8,139,078)
(1,839,125)
(235,058)
-
(858,670)
(297,561)
-
15,000
-
(262,108)
(1,391,289)
(247,108)
-
-
4,990,000
5,000,000
-
400,000
(400,000)
112,500
(150,000)
(1,200,000)
172,068
-
-
10,000,000
4,999,995
-
-
(470,000)
100,000
(6,527,500)
-
(1,006,000)
(702,642)
-
200,000
(251,852)
Net cash provided by financing activities
8,924,568
6,342,001
F- 6
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid
Income taxes paid
NON-CASH FINANCING ACTIVITIES:
Issuance of common stock on conversion of 8% warrants and notes
Issuance of common stock in connection with conversion of 9% notes payable and accrued interest
Change in noncontrolling interest ownership
Tenant improvement allowance
Note receivable related to sale of ACC asset
Convertible debt reclassified to accounts payable
Common stock issued for acquisition of intangible assets
Reclassification of derivative liability to equity
Relative fair value of warrant included in debt discount
Reclassification of mezzanine equity to permanent equity
Reclassification of noncontrolling interest to due to acquisition of BAHA noncontrolling interest
Warrants issuable for debt guarantee
$
$
$
For The Years Ended March 31,
2017
2016
(605,799)
4,255,768
9,270,010
5,014,242
8,664,211 $
9,270,010
23,532 $
30,902
521,341
176,587
- $
-
-
-
-
-
-
1,177,778
6,880
7,077,778
183,408
161,000
3,060,000
553,851
338,032
659,360
51,000
100,000
1,312,500
-
-
-
-
-
The accompanying notes are an integral part of these consolidated financial statements
F- 7
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
1. Description of Business
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Apollo Medical Holdings, Inc. (the “Company” or “ApolloMed”) and its affiliated physician groups are a physician-centric integrated population health management
company working to provide coordinated, outcomes-based medical care in a cost-effective manner. Led by a management team with over a decade of
experience, ApolloMed has built a company and culture that is focused on physicians providing high-quality medical care, population health management and
care coordination for patients, particularly senior patients and patients with multiple chronic conditions. ApolloMed believes that the Company is well-positioned to
take advantage of changes in the rapidly evolving U.S. healthcare industry, as there is a growing national movement towards more results-oriented healthcare
centered on the triple aim of patient satisfaction, high-quality care and cost efficiency.
ApolloMed serves Medicare, Medicaid and health maintenance organization (“HMO”) patients, and uninsured patients, in California. The Company primarily
provides services to patients who are covered predominately by private or public insurance, although the Company derives a small portion of its revenue 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.
ApolloMed’s physician network consists of hospitalists, primary care physicians and specialist physicians primarily through ApolloMed’s owned and affiliated
physician groups. ApolloMed operates through the following subsidiaries: Apollo Medical Management, Inc. (“AMM”), Pulmonary Critical Care Management, Inc.
(“PCCM”), Verdugo Medical Management, Inc. (“VMM”), ApolloMed Accountable Care Organization, Inc. (“ApolloMed ACO”), and Apollo Care Connect, Inc.
(“ApolloCare”).
Through its wholly-owned subsidiary, AMM, ApolloMed manages affiliated medical groups, which consist of ApolloMed Hospitalists (“AMH”), a hospitalist
company, ApolloMed Care Clinic (“ACC”), Maverick Medical Group, Inc. (“MMG”), AKM Medical Group, Inc. (“AKM”), Southern California Heart Centers
(“SCHC”), Bay Area Hospitalist Associates, A Medical Corporation (“BAHA”) and APA ACO, Inc. (“APAACO”). Through its wholly-owned subsidiary PCCM,
ApolloMed manages Los Angeles Lung Center (“LALC”) (see below for deconsolidation), and through its wholly-owned subsidiary VMM, ApolloMed manages Eli
Hendel, M.D., Inc. (“Hendel”) (see below for deconsolidation). ApolloMed also has a controlling interest in ApolloMed Palliative Services, LLC (“APS”), which
owns two Los Angeles-based companies, Best Choice Hospice Care LLC (“BCHC”) and Holistic Health Home Health Care Inc. (“HCHHA”).
AMM, PCCM and VMM each operate as a physician practice management company and are in the business of providing management services to physician
practice corporations under long-term management service agreements, pursuant to which AMM, PCCM or VMM, as applicable, manages all non-medical
services for the affiliated medical group and has exclusive authority over all non-medical decision making related to ongoing business operations.
ApolloMed ACO participates in the Medicare Shared Savings Program (“MSSP”), the goal of which is to improve the quality of patient care and outcomes
through more efficient and coordinated approach among providers. Revenues earned by ApolloMed ACO are uncertain, and, if such amounts are payable by the
Centers for Medicare & Medicaid Services (“CMS”), they will be paid on an annual basis significantly after the time earned, and are contingent on various
factors, including achievement of the minimum savings rate as determined by MSSP for the relevant period. Such payments are earned and made on an “all or
nothing” basis. CMS determined that the Company did not meet the minimum savings threshold in performance year 2015 and therefore did not receive the “all
or nothing” annual shared savings payment in fiscal 2017. The Company is eligible to be considered for an “all or nothing” payment under this program for
performance year 2016 (which, if it is paid, would be paid to us in fiscal 2018).
In January 2016, the Company formed ApolloCare, which acquired certain technology and other assets of Healarium, Inc., which provides the Company with 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.
During fiscal 2016, the Company combined the operations of AKM into those of MMG.
On March 1, 2016, the Company sold substantially all the assets of ACC to an unrelated third party. As the Company still operates various clinics, the sale was
not deemed to represent a strategic shift in the Company’s operations and therefore not considered a discontinued operation.
In November 2016, BAHA Acquisition Corp., an affiliated entity owned by the Company’s CEO and consolidated as a variable interest entity, acquired the
noncontrolling interest in BAHA which was previously consolidated as a variable interest entity, and continues to have its financial results consolidated with those
of the Company as a variable interest entity. As part of the transaction, the Company acquired the noncontrolling interest of BAHA and was reflected as an equity
transaction as there was no change in control.
On December 21, 2016, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) among the Company, Apollo Acquisition Corp.,
a California corporation and wholly-owned subsidiary of the Company (“Merger Subsidiary”), Network Medical Management (“NMM”), and Kenneth Sim, M.D.,
not individually but in his capacity as the representative of the shareholders of NMM (the “Shareholders’ Representative”) (see Note 10).
F- 8
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On January 1, 2017, PCCM and VMM amended the management services agreements entered into with LALC and Hendel. Based on the Company’s evaluation
of current accounting guidance, it was determined that the Company no longer holds an explicit or implicit variable interest in these entities, and accordingly
LALC and Hendel are no longer consolidated and their operations are not included in the March 31, 2017 consolidated financial statements of the Company as
of such date. In connection with the amendments, the Company recorded a gain on deconsolidation of $242,411 in the consolidated statement of operations, the
deconsolidation of the net assets of the LALC and Hendel entities and related noncontrolling interest of $1,023,183 in the consolidated balance sheet, and a
decrease in cash and cash equivalents and in the consolidated statements of cash flows in the amount of $858,670.
On January 18, 2017, CMS announced that APAACO, which is owned 50% by ApolloMed and 50% by Network Medical Management, Inc. has been approved to
participate in the Next Generation ACO Model “NGACO Model”. Through this new model, CMS will partner with APAACO and other ACOs experienced in
coordinating care for populations of patients and whose provider groups are willing to assume higher levels of financial risk and reward under the NGACO Model.
The NGACO program began on January 1, 2017.
In connection with the approval by CMS for APAACO to participate in the NGACO Model, CMS and APAACO have entered into the Participation Agreement.
The term of the Participation Agreement is two performance years, through December 31, 2018. CMS may offer to renew the Participation Agreement for an
additional two performance years. Additionally, the Participation Agreement may be terminated sooner by CMS as specified therein.
Going Concern, Liquidity and Capital Resources
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)
and have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business.
As shown in the accompanying consolidated financial statements, the Company has a history of operating losses. The Company had a net loss of approximately
$8.7 million and approximately $8.2 million for the years ended March 31, 2017 and 2016, respectively. The Company had negative cash flow from operations of
approximately $8.1 million and approximately $1.8 million for the years ended March 31, 2017 and 2016, respectively.
As of March 31, 2017, the Company had an accumulated deficit of approximately $37.7 million. At March 31, 2017, the Company had cash equivalents of
approximately $8.7 million compared to cash and cash equivalents of approximately $9.3 million at March 31, 2016. At March 31, 2017, the Company had net
borrowings from notes and lines of credit totaling approximately $9.9 million compared to net borrowings at March 31, 2016 of approximately $0.2 million and
availability under lines of credit of approximately $0.2 million.
These factors among others raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s long-term ability to continue as
a going concern is dependent upon the Company’s ability to increase revenue, reduce costs, achieve a satisfactory level of profitable operations, and obtain
additional sources of suitable and adequate financing. The consolidated financial statements do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going
concern. The Company’s ability to continue as a going concern is also dependent on management’s ability to further develop business operations. The Company
may also have to reduce certain overhead costs through the reduction of salaries and other means, and settle liabilities through negotiation. There can be no
assurance that management’s attempts at any or all of these endeavors will be successful.
To date, the Company has funded the Company’s operations from a combination of internally generated cash flow and external sources, including the proceeds
from the issuance of equity and/or debt securities. The Company expects to continue to fund the Company’s working capital requirements, capital expenditures
and payments of principal and interest on outstanding indebtedness, with cash on hand, cash flows from operations, available borrowings under the Company’s
lines of credit and, if available, additional financings of equity and/or debt. Management does not believe that the Company has sufficient liquidity to meet the
Company’s obligations for at least the next twelve months without some additional funds, such as funds available from raising capital. However, no assurance
can be given that any such funds will be available at all or available on favorable terms. The Company is substantially dependent upon the consummation of the
Merger to meet the Company’s liquidity requirements. See “NMM Transaction” in Note 10.
F- 9
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Summary of Significant Accounting Policies
Principles of Consolidation
The Company’s consolidated financial statements include the accounts of (1) Apollo Medical Holdings, Inc. and its wholly owned subsidiaries AMM, PCCM, and
VMM, (2) the Company’s controlling interest in ApolloMed ACO, and APS, (3) physician practice corporations (“PPCs”) managed under long-term management
service agreements including AMH, MMG, ACC, LALC (through December 31, 2016), Hendel (through December 31, 2016), AKM, SCHC and BAHA. Some
states have laws that prohibit business entities, such as ApolloMed, from practicing medicine, employing physicians to practice medicine, exercising control over
medical decisions by physicians (collectively known as the corporate practice of medicine), or engaging in certain arrangements with physicians, such as fee-
splitting. In California, the Company operates by maintaining long-term management service agreements with the PPCs, which are each owned and operated by
physicians, and which employ or contract with additional physicians to provide hospitalist services. Under the management agreements, the Company provides
and performs all non-medical management and administrative services, including financial management, information systems, marketing, risk management and
administrative support. Each management agreement typically has a term from 10 to 20 years unless terminated by either party for cause. The management
agreements are not terminable by the PPCs, except in the case of material breach or bankruptcy of the respective PPM.
Through the management agreements and the Company’s relationship with the stockholders of the PPCs, the Company has exclusive authority over all non-
medical decision making related to the ongoing business operations of the PPCs. Consequently, the Company consolidates the revenue and expenses of each
PPC from the date of execution of the applicable management agreement.
Effective January 1, 2017, as a result of an amendment to their respective MSA’s, LALC and Hendel are no longer controlled by the Company and are therefore
not consolidated by the Company as of such date. All intercompany balances and transactions have been eliminated in consolidation.
Business Combinations
The Company uses the acquisition method of accounting for all business combinations, which requires assets and liabilities of the acquiree to be recorded at fair
value to measure the fair value of the consideration transferred, including contingent consideration, to be determined on the acquisition date, and to account for
acquisition related costs separately from the business combination.
Reportable Segments
The Company operates as one 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 one
reportable segment. The Company has determined it has six reporting units, which are comprised of (1) Hospitalist and AMM, (2) IPA, (3) Clinics, (4) Care
Connect, (5) ACO, and (6) Palliative Services. While the chief operating decision maker uses financial information related to these reporting units to analyze
business performance and allocate resources, the reporting units, as noted above, do not meet the quantitative threshold under U.S. GAAP to be considered a
reportable segment. As such, these reporting units are aggregated into a single reportable segment in the consolidated financial statements.
Revenue Recognition
Revenue consists of contracted, fee-for-service (“FFS”) and capitation revenue. Revenue is recorded in the period in which services are rendered. Revenue is
principally derived from the provision of healthcare staffing services to patients within healthcare facilities. The form of billing and related risk of collection for such
services may vary by customer. The following is a summary of the principal forms of the Company’s billing arrangements and how net revenue is recognized for
each.
F- 10
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Contracted revenue
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Contracted revenue represents revenue generated under contracts for which the Company provides physician and other healthcare staffing and administrative
services in return for a contractually negotiated fee. Contract revenue consists primarily of billings based on hours of healthcare staffing provided at agreed-to
hourly rates. Revenue in such cases is recognized as the hours are worked by the Company’s staff and contractors. Additionally, contract revenue also includes
supplemental revenue from hospitals where the Company may have a FFS contract arrangement or provide physician advisory services to the medical staff at a
specific facility. Contract revenue for the supplemental billing in such cases is recognized based on the terms of each individual contract. Such contract terms
generally either provides for a fixed monthly dollar amount or a variable amount based upon measurable monthly activity, such as hours staffed, patient visits or
collections per visit compared to a minimum activity threshold. Such supplemental revenues based on variable arrangements are usually contractually fixed on a
monthly, quarterly or annual calculation basis considering the variable factors negotiated in each such arrangement. Such supplemental revenues are
recognized as revenue 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 respective agreement. Additionally, the Company derives a portion of the Company’s revenue as a contractual bonus from collections received by
the Company’s partners and such revenue is contingent upon the collection of third-party billings. These revenues are not considered earned and therefore not
recognized as revenue until actual cash collections are achieved in accordance with the contractual arrangements for such services.
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. Under the FFS arrangements, the Company bills patients for services provided and receive payment from
patients or their third-party payors. FFS revenue is reported net of contractual allowances and policy discounts. All services provided are expected to result in
cash flows and are therefore reflected as net revenue in the financial statements. FFS revenue is recognized in the period in which the services are rendered to
specific patients and reduced immediately for the estimated impact of contractual allowances in the case of those patients having third-party payor coverage.
The recognition of net revenue (gross charges less contractual allowances) from such visits 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.
Capitation revenue
Capitation revenue (net of capitation withheld to fund risk share deficits) is recognized in the month in which the Company is obligated to provide services. Minor
ongoing adjustments to prior months’ capitation, primarily arising from contracted health maintenance organizations (each, an “HMO”) finalizing of monthly
patient eligibility data for additions or subtractions of enrollees, are recognized in the month they are communicated to the Company. Managed care revenues of
the Company consist primarily of capitated fees for medical services provided by the Company under a provider service agreement (“PSA”) or capitated
arrangements directly made with various managed care providers including HMO’s and management service organizations (“MSOs”). Capitation revenue under
the PSA and HMO contracts is prepaid monthly to the Company based on the number of enrollees electing the Company as their healthcare provider.
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 an interim
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.
HMO contracts also include provisions to share in the risk for enrollee hospitalization, whereby the Company can earn additional incentive revenue or incur
penalties based upon the utilization of hospital services. Typically, any shared risk deficits are not payable until and unless the Company generates future risk
sharing surpluses, or if the HMO withholds a portion of the capitation revenue to fund any risk share deficits. At the termination of the HMO contract, any
accumulated risk share deficit is typically extinguished. Due to the lack of access to information necessary to estimate the related costs, shared-risk amounts
receivable from the HMOs are only recorded when such amounts are known. Risk pools for the prior contract years are generally final settled in the third or
fourth quarter of the following fiscal 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. These incentives are generally recorded in the third and fourth quarters of the fiscal year and recorded when such amounts are known.
Under full risk capitation contracts, an affiliated hospital enters into agreements with several HMOs, pursuant to which, the affiliated hospital provides hospital,
medical, and other healthcare services to enrollees under a fixed capitation arrangement (“Capitation Arrangement”). Under the risk pool sharing agreement, the
affiliated hospital and medical group agree to establish a Hospital Control Program to serve the enrollees, pursuant to which, the medical group is allocated a
percentage of the profit or loss, after deductions for costs to affiliated hospitals. The Company participates in full risk programs under the terms of the PSA, with
health plans whereby the Company is wholly liable for the deficits allocated to the medical group under the arrangement. The related liability is included in
medical liabilities in the accompanying consolidated balance sheets at March 31, 2017 and March 31, 2016 (see "Medical Liabilities" in this Note 2, below).
F- 11
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Medicare Shared Savings Program Revenue
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company, through its subsidiary ApolloMed ACO, participates in the MSSP, which is sponsored by CMS. The goal of the MSSP is to improve the quality of
patient care and outcomes through more efficient and coordinated approach among providers. The MSSP allows ACO participants to share in cost savings it
generates in connection with rendering medical services to Medicare patients. Payments to ACO participants, if any, will be calculated annually by CMS on cost
savings generated by the ACO participant relative to the ACO participants’ cost savings benchmark. The MSSP is a relatively new program managed by CMS
that has an evolving payment methodology. Revenues earned by ApolloMed ACO are uncertain, and, if such amounts are payable by the CMS, they will be paid
on an annual basis significantly after the time earned, and will be contingent on various factors, including achievement of the minimum savings rate as
determined by MSSP for the relevant period. Such payments are earned and made on an “all or nothing” basis. The Company considers revenue, if any, under
the MSSP, as contingent upon the realization of program savings as determined by CMS, and are not considered earned and therefore are not recognized as
revenue until notice from CMS that cash payments are to be imminently received.
Hospitalist Agreements
During the year, the Company entered into several new hospitalist agreements with hospitals, whereby the Company earns a stipend fee plus a fee based on an
agreed percentage of fee-for-service collections. The fee is recorded at an amount net of the portion owed to the hospitals (the Company collects all fees on
behalf of the hospitals). The fee revenue is further reduced by a portion subject to quality metrics which is only recorded as revenue upon the Company meeting
these metrics. The Company considered the indicators of gross revenue and net revenue reporting under ASC 605-45-45, “Revenue Recognition: Principal
Agent Considerations” and determined that revenue from this arrangement is recorded at net.
NGACO Model Revenue
No revenues were generated from the NGACO Model in fiscal 2017 and management is in the process of evaluating the appropriate revenue recognition.
Cash and Cash Equivalents
Cash and cash equivalents consists of highly liquid investments with an initial maturity of three months or less at date of purchase to be cash equivalents.
Restricted Cash
Restricted cash primarily consists of cash held as collateral to secure standby letters of credits as required by certain contracts. The certificates have an interest
rate ranging from 0.05% to 0.10%.
Long-Lived Assets
The Company reviews its long-lived assets including definite lived intangible assets for impairment whenever events or changes in circumstances indicate that
the carrying amount of the assets may not be fully recoverable. The Company evaluates assets for potential impairment by comparing estimated future
undiscounted net cash flows to the carrying amount of the assets. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows,
impairment is measured based on the difference between the carrying amount of the assets and fair value.
Goodwill and Indefinite-Lived Intangible Assets
Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other (“ASC 350”), goodwill
and indefinite-lived intangible assets are reviewed at least annually for impairment. Acquired intangible assets with definite lives are amortized over their
individual useful lives.
At least annually, at the Company’s fiscal year end, management assesses whether there has been any impairment in the value of goodwill by first comparing
the fair value to the net carrying value of the reporting unit. If the carrying value exceeds its estimated fair value, a second step is performed to compute the
amount of the impairment. The Company has determined it has six reporting units, which are comprised of (1) Hospitalist and AMM, (2) IPA, (3) Clinics, (4) Care
Connect, (5) ACO, and (6) Palliative Services.
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.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable primarily consists of amounts due from third-party payors, including government sponsored Medicare and Medicaid programs, insurance
companies, and amounts due from hospitals and patients. Accounts receivable are recorded and stated at the amount expected to be collected.
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 analyses 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.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
F- 12
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Concentrations
The Company had major payors that contributed the following percentage of net revenue:
Governmental - Medicare/Medi-Cal
L.A. Care
Allied Physicians
Health Net
For The Years Ended March 31,
2017
2016
18.8%
13.1%
8.5%
6.8%
29.8%
15.7%
0.0%
9.9%
Receivables from these payors amounted to the following percentage of accounts receivable before the allowance for doubtful accounts:
Governmental - Medicare/Medi-Cal
Allied Physicians
As of March 31,
2017
2016
20.5%
12.8%
39.3%
15.8%
The Company maintains its cash and cash equivalents and restricted cash in bank deposit accounts, which, at times, may exceed federally insured limits. The
Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences
financial difficulties. As of March 31, 2017, approximately $8.5 million was in excess of the Federal Deposit Insurance Corporation limits of $250,000 per
depositor.
The Company’s business and operations are concentrated in one state, California. Any material changes by California with respect to strategy, taxation and
economics of healthcare delivery, reimbursements, financial requirements or other aspects of regulation of the healthcare industry could have an adverse effect
on the Company’s operations and cost of doing business.
Property and Equipment
Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets. Cost and
related accumulated depreciation on assets retired or disposed of are removed from the accounts and any resulting gains or losses are credited or charged to
income. Computers and software are depreciated over 3 years. Furniture and fixtures are depreciated over 8 years. Machinery and equipment are depreciated
over 5 years. Leasehold improvements are amortized on a straight-line basis over the shorter of the terms of the respective leases or the expected useful lives of
the improvements ranging from 5 to 10 years.
Property and equipment consisted of the following:
Website
Computers
Software
Machinery and equipment
Furniture and fixtures
Leasehold improvements
Less accumulated depreciation and amortization
$
As of March 31,
2017
2016
4,568 $
287,570
70,971
141,977
183,130
1,075,760
1,763,976
4,568
166,043
215,439
351,090
114,127
1,094,665
1,945,932
(558,837)
(697,959)
$
1,205,139 $
1,247,973
Depreciation and amortization expense was $265,110 and $165,620 for the years ended March 31, 2017 and 2016, respectively.
F- 13
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Medical Liabilities
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company is responsible for integrated care that the associated physicians and contracted hospitals provide to its enrollees under risk-pool arrangements.
The Company provides integrated care to health plan enrollees through a network of contracted providers under sub-capitation and direct patient service
arrangements, company-operated clinics and staff physicians. Medical costs for professional and institutional services rendered by contracted providers are
recorded as cost of services in the accompanying consolidated statements of operations. Costs for operating medical clinics, including the salaries of medical
personnel, are also recorded in cost of services, while non-medical personnel and support costs are included in general and administrative expense.
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 of incurred but not reported claims (“IBNR”).
Such estimates are developed using actuarial methods and are based on many 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. The Company has a $20,000 per member professional stop-loss and $200,000 per member stop-loss for Medi-Cal patients in institutional risk
pools. Any adjustments to reserves are reflected in current operations.
The Company’s medical liabilities were as follows:
Balance, beginning of year
Incurred health care costs:
Current year
Claims paid:
Current year
Prior years
Total claims paid
Risk pool settlement
Adjustment related to full risk capitation contracts
Adjustments
Balance, end of year
Deferred Financing Costs
For The Years Ended March 31,
2017
2016
$
2,670,709 $
1,260,549
10,365,502
7,844,329
(8,524,215)
(1,881,869)
(10,406,084)
814,733
(1,676,629)
-
(6,019,186)
(1,159,909)
(7,179,095)
-
803,981
(59,055)
$
1,768,231 $
2,670,709
Costs relating to debt issuance have been deferred and are amortized over the lives of the respective loans, using the effective interest method.
During the year ended March 31, 2016, the Company wrote-off deferred financing costs of approximately $175,000 related to the conversion of NNA of Nevada,
Inc. (“NNA”) indebtedness as part of the loss on debt extinguishment expense (see Note 7).
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 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 financial statements.
F- 14
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Stock-Based Compensation
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company maintains a stock-based compensation program for employees, non-employees, directors and consultants, which is more fully described in Note
9. The value of stock-based awards so measured is recognized as compensation expense on a cumulative straight-line basis over the vesting terms of the
awards, adjusted for expected forfeitures. The Company sells certain of its restricted common stock to its employees, directors and consultants with a right (but
not obligation) of repurchase feature that lapses based on performance of services in the future.
The Company accounts for share-based awards granted to persons other than employees and directors under ASC 505-50 Equity-Based Payments to Non-
Employees. As such the fair value of such shares is periodically re-measured using an appropriate valuation model and income or expense is recognized over
the vesting period.
Fair Value of Financial Instruments
The Company’s accounting for Fair Value Measurement and Disclosures defines fair value as the exchange price that would be received for an asset or paid to
transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on
the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when
measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions
(unobservable inputs). The hierarchy consists of three levels:
Level one — Quoted market prices in active markets for identical assets or liabilities;
Level two — Inputs other than level one inputs that are either directly or indirectly observable; and
Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that
a market participant would use.
Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each
quarter.
The carrying amount reported in the accompanying consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and
accrued expenses approximates fair value because of the short-term maturity of those instruments. The carrying amount for borrowings under the notes payable
and the convertible note payable approximates fair value which is determined by using interest rates that are available for similar debt obligations with similar
terms at the balance sheet date.
Warrant liability
In October 2015, the Company issued a warrant in connection with the 2015 NMM financing that initially required liability classification (see Note 9). The fair
value of the warrant liability of approximately $1.2 million at December 21, 2016, the date on which the Series A Warrant was reclassified from liability to equity,
see Note 9, was estimated using the Monte Carlo valuation model which used the following inputs: term of 3.81 years, risk free rate of 1.74%, no dividends,
volatility of 62.6%, share price of $9.00 per share based on the trading price of the Company’s common stock adjusted for a marketability discount. The fair
value of the warrant liability of approximately $2.8 million at March 31, 2016 was estimated using the Monte Carlo valuation model, using the following inputs:
term of 4.5 years, risk free rate of 1.13%, no dividends, volatility of 65.7%, share price of $5.93 per share based on the trading price of the Company’s common
stock adjusted for marketability discount, and a 0% probability of redemption of the warrant shares issued along with the shares of the Company’s convertible
preferred stock issued in the NMM financing. The fair value of the warrant liability of approximately $2.9 million in October 2015 was estimated at issuance using
the Monte Carlo valuation model, using the following inputs: term of 5 years; risk free rate of 1.3%, no dividends, volatility of 63.3%, share price of $6.00 per
share based on the trading price of the Company’s common stock adjusted for a marketability discount, and a 0% probability of redemption of the warrant shares
issued along with the shares of the Company’s convertible preferred stock issued in the NMM financing.
Conversion feature liability
The 8% NNA Convertible Note was converted into common shares in October 2015 and the related liability was marked to fair value with changes in fair value
recorded in the consolidated statement of operations and reclassified to additional paid-in capital on such date. The fair value of the conversion feature liability
on the date of conversion was estimated using the Monte Carlo simulation valuation model, using the following input terms: term of 3.45 years; risk free rate of
0.95%, no dividends, volatility of 50.7%, share price of $6.00 per share based on the trading price of the Company’s common stock adjusted for a marketability
discount, and a 50% probability of future financing event related to the anti-dilution provision of the convertible feature.
F- 15
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
There were no financial instruments measured at fair value on a recurring basis as of March 31, 2017. The carrying amounts and fair values of the Company's
financial instruments measured at fair value on a recurring basis are presented below as of March 31, 2016:
Fair Value Measurements
Level 1
Level 2
Level 3
Total
Liabilities:
Warrant liability
$
- $
- $
2,811,111 $
2,811,111
The following summarizes the activity of Level 3 inputs measured on a recurring basis for the years ended March 31, 2017 and 2016:
Balance at April 1, 2015
Warrant adjustments
Conversion of warrants and convertible note to common stock – NNA
Fair value of warrant issued – NMM
Change in fair value of warrant and conversion feature liability
Balance at March 31, 2016
Fair value of warrant reclassified to equity
Change in fair value of warrant liability
Balance at March 31, 2017
Warrant
Liability
Conversion
Feature
Liability
$
$
2,144,496 $
(999,724)
(1,624,029)
2,922,222
368,146
2,811,111
(1,177,778)
(1,633,333)
- $
442,358 $
-
(482,904)
-
40,546
-
-
-
- $
Total
2,586,854
(999,724)
(2,106,933)
2,922,222
408,692
2,811,111
(1,177,778)
(1,633,333)
-
The gain on change in fair value of the warrant liability of $1,633,333 for the year ended March 31, 2017 and loss on change in fair value of the warrant liability
and conversion feature liability of $408,692 for the year ended March 31, 2016, are included in the accompanying consolidated statements of operations. The
change in fair value during the year ended March 31, 2016 relates to a warrant liability and embedded conversion feature resulting from a 2014 financing
transaction with NNA which was settled in October 2015. Upon settlement, the Company reclassified the fair value of warrants of $1,177,778 from warrant
liability to additional paid in capital – see Note 9.
Noncontrolling Interests
The noncontrolling interests recorded in the Company’s consolidated financial statements includes the equity of those PPC’s in which the Company has
determined that it has a controlling financial interest and for which consolidation is required as a result of management contracts entered into with these entities
owned by third-party physicians. The nature of these contracts provide the Company with a monthly management fee to provide the services described above,
and as such, the adjustments to noncontrolling interests in any period subsequent to initial consolidation would relate to either capital contributions or
distributions by the noncontrolling parties as well as income or losses attributable to certain noncontrolling interests. Noncontrolling interests also represent third-
party minority equity ownership interests which are majority owned by the Company.
During the year ended March 31, 2016, the Company entered into a settlement agreement with a shareholder of one of the Company’s majority owned
subsidiaries. In connection with the settlement agreement, the former shareholder received approximately $400,000, of which approximately $252,000 was paid
by the Company and the remaining amount of approximately $148,000 was paid by another shareholder of APS, in exchange for the shareholder’s interest in
such subsidiary, resulting in an increase in the Company’s ownership interest in APS from 51% to 56%. The net effect of this settlement was a decrease in
additional paid-in capital of approximately $338,000, an adjustment to increase noncontrolling interest by approximately $32,000 and an increase in
noncontrolling interest resulting from a reclassification from noncontrolling interest to other receivables of approximately $415,000.
See “Principles of Consolidation” above regarding deconsolidation of LALC and Hendel and related adjustments to noncontrolling interest.
See Note 3 related to the reclassification of noncontrolling interest to additional paid-in capital due to the acquisition of the variable interest entity, BAHA.
Basic and Diluted Earnings (Loss) per Share
Basic net income (loss) 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 (loss) by the weighted average number of shares of the Company’s common stock issued and
outstanding during such period. Diluted net income (loss) per share is calculated using the weighted average number of common and potentially dilutive
common shares outstanding during the period, using the as-if converted method for secured convertible notes, and the treasury stock method for options and
warrants.
F- 16
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The following table sets forth the number of shares excluded from the computation of diluted earnings per share, as their inclusion would be anti-dilutive:
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Preferred stock
Options
Warrants
Convertible notes
New Accounting Pronouncements
As of March 31,
2017
2016
1,666,666
902,950
138,500
499,000
1,666,666
1,064,150
2,091,166
-
3,207,116
4,821,982
In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). This new standard establishes a right-of-use (ROU) model that requires a lessee to
record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or
operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after
December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for
lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements,
with certain practical expedients available. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on the consolidated financial
statements.
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment
Accounting (“ASU 2016-09”). This ASU makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-
based compensation, and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows
presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15,
2016, with early adoption permitted. The Company adopted this guidance on April 1, 2017 and does not expect such adoption to have a material impact on its
consolidated financial statements and related disclosures for fiscal 2018.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Topic 825-10): Recognition and Measurement of Financial Assets and
Financial Liabilities ("ASU 2016-01"). ASU 2016-01 addresses certain aspects of recognition, measurement, presentation and disclosures of financial instruments
including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. ASU 2016-01 will become
effective for the Company beginning interim period April 1, 2018. The Company is currently evaluating the guidance to determine the potential impact on its
financial condition, results of operations, cash flows and financial statement disclosures.
F- 17
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The FASB issued the following accounting standard updates related to Topic 606, Revenue Contracts with Customers:
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
•
•
•
•
•
•
ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) in May 2014. ASU 2014-09 requires entities to recognize
revenue through the application of a five-step model, which includes identification of the contract, identification of the performance obligations,
determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue as the entity
satisfies the performance obligations.
ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus
Net) ("ASU 2016-08") in March 2016. ASU 2016-08 does not change the core principle of revenue recognition in Topic 606 but clarifies the
implementation guidance on principal versus agent considerations.
ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ("ASU 2016-10") in April
2016. ASU 2016-10 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on identifying
performance obligations and the licensing implementation guidance, while retaining the related principles for those areas.
ASU No. 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting
Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (SEC Update) ("ASU 2016-11") in
May 2016. ASU 2016-11 rescinds SEC paragraphs pursuant to two SEC Staff Announcements at the March 3, 2016 EITF meeting. The SEC Staff is
rescinding SEC Staff Observer comments that are codified in Topic 605 and Topic 932, effective upon adoption of Topic 606.
ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients in May 2016. ASU
2016-12 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on a few narrow areas and
adds some practical expedients to the guidance.
ASU No. 2016-20, Revenue from Contracts with Customers (Topic 606): Technical Corrections and Improvements (" ASU 2016-20") in December
2016. ASU 2016-20 does not change the core principle of revenue recognition in Topic 606 but summarizes the technical corrections and
improvements to ASU 2014-09 and is effective upon adoption of Topic 606.
These ASUs will become effective for the Company beginning interim period April 1, 2018. The Company currently anticipates adopting the standard using the
modified retrospective method. The Company has begun the process of implementing this standard, including performing a review of its revenue streams to
identify any differences in the timing, measurement, or presentation of revenue recognition. The Company currently believes that the primary impact will be
changes to the timing of recognition of revenues related to FFS and Capitation Revenue and enhanced financial statement disclosures. The Company will
continue to assess the impact on all areas of its revenue recognition, disclosure requirements and changes that may be necessary to its internal controls over
financial reporting.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments (“ASU
2016-15”). This ASU provides clarification regarding how certain cash receipts and cash payments are presented and classified in the statement of cash flows.
This ASU addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The issues addressed in this ASU that will
affect the Company are classifying debt prepayments or debt extinguishment costs and contingent consideration payments made after a business combination.
This update is effective for annual and interim periods beginning after December 15, 2017, and interim periods within that reporting period. Early adoption is
permitted. The Company is currently assessing the impact the adoption of ASU 2016-15 will have on the Company’s consolidated financial statements.
In December 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) ("ASU 2016-18”). The amendments in ASU 2016-18 require that a
statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or
restricted cash equivalents. ASU 2016-17 will become effective for the Company beginning interim period April 1, 2018. Early adoption is permitted, including
adoption in an interim period. The Company is currently assessing the impact the adoption of ASU 2016-18 will have on the Company’s consolidated financial
statements.
In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). This ASU
provides a screen to determine when a set is not a business, which requires that when substantially all of the fair value of the gross assets acquired (or disposed
of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business, which reduces the number of transactions that
need to be further evaluated. If the screen is not met, this ASU require that to be considered a business, a set much include, at a minimum, an input and a
substantive process that together significantly contribute to the ability to create output and also remove the evaluation of whether a market participant could
replace missing elements. This update is effective for annual and interim periods beginning after December 15, 2017, including interim periods within those
periods. The Company is currently assessing the impact the adoption of ASU 2017-01 will have on the Company’s consolidated financial statements.
F- 18
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-
04”). This ASU eliminates Step 2 from the goodwill impairment test if the carrying amount exceeds the fair value of a reporting unit and also eliminated the
requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step
2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of
goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. This update is effective for annual and interim periods beginning
after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The
Company is currently assessing the impact the adoption of ASU 2017-04 will have on the Company’s consolidated financial statements.
Use of Estimates
The preparation of financial statements 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 financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results may materially differ from these estimates under different assumptions or conditions.
3. Acquisitions
Acquired Technology
In January 2016, Apollo Care Connect acquired certain assets from Healarium Inc., a third party entity, and was determined to be a purchase of assets.
According to the asset purchase agreement, as amended, the Company agreed to issue 275,000 shares of its common stock with a fair value of $1,512,500 in
exchange for the technology with a fair value of approximately $1.3 million, plus $200,000 in cash. The technology provides a cloud and mobile-based
population health management platform, with an emphasis on chronic care management and high-risk patient management in addition to a comprehensive
platform for total patient engagement. The acquired technology was placed into service in April 2016 and will be amortized over its estimated useful life of five
years. Management evaluated the acquired technology for impairment and no impairment occurred during fiscal 2017 (see Note 4).
BAHA Acquisition
On November 10, 2016, BAHA Acquisition, a Medical Corporation, a California professional corporation (“Acquisition”), an affiliate of the Company, entered into
a Stock Purchase Agreement (the “BAHA Stock Purchase Agreement”) dated as of November 4, 2016 with BAHA and Scott Enderby, D.O. (“Enderby”),
pursuant to which Enderby sold to Acquisition, and Acquisition purchased from Enderby, 100% of the issued and outstanding stock of BAHA (the “BAHA Stock”),
of which Enderby was the sole holder beneficially and of record (the “Transaction”). Warren Hosseinion, M.D., the Company’s Chief Executive Officer, is the sole
stockholder of Acquisition, as nominee for AMM. BAHA Acquisition is a consolidated variable interest entity of the Company.
As provided for in the BAHA Stock Purchase Agreement, the purchase price for the BAHA Stock consists of (i) a payment of $25,000 (the “Initial Payment”) at
the closing (the “Closing”) of the Transaction, which also took place on November 4, 2016 (the “Closing Date”); (ii) a contingent payment in the aggregate
amount of $100,000 to be paid over a period of 18 months following the Closing (the “Contingent Payment”); and (iii) a warrant to purchase 24,000 shares of the
Company’s common stock (the “Enderby Warrant”) issued to Enderby. The Company has informally agreed with Enderby to defer the Initial Payment from the
Closing until after the delivery of the closing statement calculating Actual Net Working Capital, as described in the following paragraph.
No later than 30 days following the Closing Date, Acquisition shall prepare and deliver to Enderby a written statement of the net working capital of BAHA as of
the Closing Date. If the Actual Net Working Capital (as defined in the BAHA Stock Purchase Agreement) as of the Closing Date is less than $300,000 (the
“Target Amount”), then Enderby shall, within five business days of the date of final determination of the Actual Net Working Capital as of the Closing Date, pay to
Acquisition the amount equal to the absolute value of the difference between the Target Amount and the Actual Net Working Capital as of the Closing Date,
together with interest on the amount of such difference calculated at the rate of four percent (4%) per annum from the Closing Date to the date of payment. The
Company provided the statement of the net working capital to Enderby, who is reviewing such statement.
The Contingent Payment of up to an aggregate $100,000 will be made to Enderby in connection with personal services to be performed by him pursuant to an
employment agreement entered into in connection with the Closing of the Transaction (the “Enderby Employment Agreement”) as follows: (i) $25,000 on the six-
month anniversary of the Closing, an additional $50,000 on the first-year anniversary of the Closing and a final $25,000 on the 18-month anniversary of the
Closing, if as of each such date, BAHA’s revenue is greater than $6,000,000. The Contingent Payment is in connection with the continued personal services
provided under the Enderby Employment Agreement and is deemed to be post combination compensation.
As further inducement for Acquisition to enter into the BAHA Stock Purchase Agreement, BAHA and Enderby entered into a non-competition agreement dated
as of November 4, 2016, pursuant to which Enderby has agreed, without the written permission of BAHA, within a radius of 50 miles from BAHA’s offices in San
Francisco and for a period of three years from the Closing Date, not to compete with BAHA; hire or induce another person to hire any BAHA employee or
independent contractor; or solicit any business, customers, clients or contractors of BAHA.
F- 19
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As part of the Transaction, BAHA and Enderby entered into the Enderby Employment Agreement, pursuant to which Enderby has been hired to serve as Chief
Executive Officer of BAHA. Enderby will serve in that capacity for an initial term of two years, automatically extended for additional one-year terms, unless not
less than 60 days prior to each such renewal date, either party shall have given written notice to the other that the Enderby Employment Agreement will not be
renewed. Enderby shall be paid a base salary of $400,000 per year and shall be entitled to participate in any incentive compensation plans and/or equity
compensation plans as are now available or may become available to other similarly positioned employees.
The Enderby Employment Agreement shall be terminated upon Enderby’s death and may be terminated on Enderby’s Disability (as that term is defined in the
Enderby Employment Agreement), by BAHA with or without Cause (as that term is defined in the Enderby Employment Agreement) or by Enderby with or
without Good Reason (as that term is defined in the Enderby Employment Agreement).
If Enderby’s employment is terminated for any reason during the term of the Enderby Employment Agreement, or if the Enderby Employment Agreement is not
renewed, Enderby shall be entitled to be paid any earned but unpaid base salary through the date of termination, unpaid expense reimbursements and accrued
but unused paid time off. Additionally, in the event of termination by BAHA without Cause or termination by Enderby for Good Reason, and if, but only if,
Enderby signs a general release of claims in a form and manner satisfactory to BAHA, Enderby shall also be entitled to receive a severance payment in an
amount equal to (i) four weeks of his most recent base salary for every full year of his active employment, but such amount shall be no less than one month’s
worth nor more than six months’ worth of his most recent base salary; plus (ii) the premium amounts paid for coverage under BAHA’s group medical, dental and
vision programs for a period of twelve months, to be paid directly to Enderby at the same times such payments would be paid on behalf of a current employee for
such coverage, provided that Enderby timely elects continued coverage under such plan(s) pursuant to the Consolidated Omnibus Budget Reconciliation Act of
1985 as amended.
On November 4, 2016, the Company issued the Enderby Warrant to Enderby to purchase up to 24,000 shares of the Company’s common stock, at an exercise
price of $4.50 per share, which was the closing price of the common stock on the trading day immediately preceding the Closing Date. The Enderby Warrant
may be exercised in equal monthly installments of 1,000 shares over a 24-month period commencing on December 4, 2016 and terminating on November 4,
2018. The fair value of the warrants at the transaction date was deemed to be de minimus.
Prior to the Transaction, the financial results of BAHA were consolidated by the Company as a variable interest entity as the Company was determined to be the
primary beneficiary. As part of the Transaction, Acquisition acquired the noncontrolling interest of BAHA.
Based on the Actual Net Working Capital, the Company did not pay the Initial Payment. While it is probable that the contingent payment will be earned, it is
probable that the contingent payment will be offset against Actual Net Working adjustment. In addition, the receivable created by the Actual Net Working Capital
was not deemed collectible and was not recorded. The Company recorded the reclassification of noncontrolling interest of $183,408 to additional paid-in capital
pursuant to this transaction.
4. Goodwill and Intangible Assets
Goodwill
The following is a summary of goodwill activity:
Balance at April 1, 2015
Decrease from disposal of ACC assets
Impairment loss in AKM
Other
Balance at March 31, 2016
Balance at March 31, 2017
Intangible Assets, Net
Intangible assets, net consisted of the following:
Weighted
Average
Life (Yrs)
Indefinite Lived Assets:
Medicare License
Amortized intangible assets:
Acquired Technology
Non-compete
Network relationships
Trade name
$
2,168,833
(461,500)
(83,943)
(907)
1,622,483
1,622,483
Gross
Net
Gross
March 31,
2016
Additions
Disposal
2017
Impairment/ March 31,
Accumulated March 31,
Amortization
2017
$
704,000 $
5
4
5
5
$
1,312,500
117,000
220,000
191,000
2,544,500 $
- $
-
-
-
-
- $
- $
704,000 $
- $
704,000
-
(22,328)
-
(45,983)
(68,311) $
1,312,500
94,672
220,000
145,017
2,476,189 $
(262,500)
(94,672)
(117,331)
(97,417)
(571,920) $
1,050,000
-
102,669
47,600
1,904,269
F- 20
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Weighted
Average
Life (Yrs)
Indefinite Lived Assets:
Medicare License
Amortized intangible assets:
Acquired Technology
Exclusivity
Non-compete
Payor relationships
Network relationships
Trade name
Gross
March 31,
2015
Additions
Disposal
2016
Impairment/ March 31,
Gross
Net
Accumulated March 31,
Amortization
2016
$
704,000 $
- $
- $
704,000 $
- $
704,000
5
4
4
5
5
5
$
-
40,000
185,400
107,000
220,000
257,000
1,513,400 $
1,312,500
-
-
-
-
-
1,312,500 $
-
(40,000)
(68,400)
(107,000)
-
(66,000)
(281,400) $
1,312,500
-
117,000
-
220,000
191,000
2,544,500 $
-
-
(58,738)
-
(73,333)
(59,217)
(191,288) $
1,312,500
-
58,262
-
146,667
131,783
2,353,212
The acquired technology of $1,312,500 was placed into service in April 2016 and the related amortization has been included in the table above from that date.
Included in depreciation and amortization on the consolidated statements of operations is amortization expense of $380,632 and $185,776 for the years ended
March 31, 2017 and 2016, respectively.
During the year ended March 31, 2017, the Company recorded an impairment charge on intangible assets of $68,311 in general and administrative expenses as
the carrying amount was determined not to be recoverable.
On March 1, 2016, the Company sold substantially all the assets of ACC to an unrelated third party. In connection with the sale, the Company received cash of
$10,000 and issued a note receivable in the amount of $51,000, of which $5,000 was repaid prior to year-end. The Company recognized a loss on disposal of
$476,745 related to this transaction, which included the write-off of the remaining goodwill and intangible assets of ACC in the amount of $461,500 and $27,427,
respectively. In addition, management determined that the remaining goodwill and intangible assets of AKM in the amount of $83,943 and $123,342,
respectively, was not recoverable. Accordingly, the Company recorded an impairment charge in the aggregate amount of $207,285 in general and administrative
expenses for the year ended March 31, 2016.
Future amortization expense is estimated to be approximately as follows for each for the five years ending March 31 thereafter:
2018
2019
2020
2021
5. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consisted of the following:
Accounts payable
Physician share of MSSP
Accrued compensation
Income taxes payable
Accrued interest
Accrued professional fees
F- 21
$
327,000
327,000
284,000
262,269
$
1,200,269
$
As of
March 31,
2017
2016
3,569,011 $
-
2,860,340
20,827
54,158
1,379,037
2,036,615
62,000
2,156,339
110,653
4,500
202,200
$
7,883,373 $
4,572,307
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. Notes Payable and Lines of Credit
Lines of credit consist of the following:
Hendel $100,000 revolving line of credit due to financial institution, bore interest at prime plus 4.5% (8.5%
and 8.00%, respectively, interest only payable monthly and matured on March 31, 2017 (Deconsolidated
- see Note 1).
$
- $
88,764
As of March 31,
2017
2016
BAHA $150,000 line of credit due to a financial institution, bears interest at prime rate plus 3% (7.0% and
6.50%, respectively), interest only payable monthly and matured in March 2017, currently due on
demand.
62,500
100,000
$
62,500 $
188,764
Note Payable – Related Party (Chindris)
On November 17, 2016, AMM entered into a promissory note agreement with Liviu Chindris, M.D. (“Chindris Note”), a minority shareholder in APS, pursuant to
which the Company borrowed the principal amount of $400,000 at an interest rate of 12% per annum. The Chindris Note required repayment of the outstanding
principal and accrued interest, in full, on or before February 18, 2017. In connection with the issuance of the Chindris Note, the Company also issued a two-year
stock purchase warrant Dr. Chindris (the “Chindris Warrant”) to purchase up to 5,000 shares of the Company’s common stock at an exercise price of $9.00 per
share. The relative fair value of the Chindris Warrant was $6,880 and was recorded as debt discount to be amortized over the term of the Chindris Note using
the straight-line method, which approximates the effective interest method. The Company amortized $6,880 of debt discount to interest expense for the year
ended March 31, 2017. The Chindris Note was fully repaid prior to March 31, 2017.
Note Payable – Related Party (NMM)
In connection with the Merger Agreement (see Note 10), on January 3, 2017, the Company issued a promissory note to NMM in the amount of $5,000,000.
Interest is due quarterly at the rate of Prime plus 1%, or 5% at March 31, 2017, with the entire principal balance being due on January 3, 2019. In the event of
default, as defined, all unpaid principal and interest will become due and payable.
NNA Credit Agreements
In 2013, the Company entered into a $2.0 million secured revolving credit facility (the “Revolving Credit Agreement”) with NNA, an affiliate of Fresenius Medical
Care Holdings, Inc. On December 20, 2013, the Company entered into the First Amendment to the Credit Agreement (the “Amended Credit Agreement”), which
increased the revolving credit facility from $2 million to $4 million. This facility was repaid in October 2015, as explained in more detail below .
2014 NNA Financing
On March 28, 2014, the Company entered into a Credit Agreement (the “Credit Agreement”) pursuant to which NNA, extended to the Company (i) a $1,000,000
revolving line of credit (the “Revolving Loan”) and (ii) a $7,000,000 term loan (the “Term Loan”). The Company drew down the full amount of the Revolving Loan
on October 23, 2014 (see Note 7).
Interest expense
Amortization of loan fees and discount, net of out of period adjustment (Note 12)
F- 22
For The Years Ended March 31,
2017
2016
$
$
82,905 $
-
323,708
(141,066)
82,905 $
182,642
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. Convertible Notes Payable
6% Alliance Apex Convertible Note
On March 30, 3017, the Company issued a Convertible Promissory Note to Alliance Apex, LLC (“Alliance Note”) for $4,990,000. The Alliance Note is due and
payable to Alliance on (i) December 31, 2017, or (ii) the date on which the Change of Control Transaction (see Note 10 – NMM transaction) is terminated,
whichever occurs first (“Maturity Date”). Upon the closing, on or before the Maturity Date, of the Merger, the Alliance Note together with the accrued and unpaid
interest, shall automatically be converted (a “Mandatory Conversion”) into shares of the Company’s common stock, at a conversion price of $10.00 per share,
subject to adjustment for stock splits, stock dividends, reclassifications and other similar recapitalization transactions that occur after the date of the Alliance
Note. As part of an amendment to the Merger Agreement on March 30, 2017, the merger consideration to be paid by the Company to NMM was amended to
include warrants to purchase 850,000 shares of common stock in the Company at an exercise price of $11 per share, that will only be granted in the event that
the proposed merger between the Company and NMM is consummated (such warrant will not vest and will expire if the contemplated merger transaction does
not occur) in exchange for both NMM providing a guarantee for the Alliance Note and as compensation to NMM for giving up their right to additional shares in the
Company based on the agreed upon exchange ratio with NMM in the event that the Alliance Note is converted to common stock. As the guarantee was
provided in conjunction with the warrants, the guarantee is considered a debt issuance cost. The Company estimated the debt issuance cost and related
warrants issuable for the debt guarantee of $161,000 based on the incremental fair value to a market participant of a similar but unsecured debt instrument
without such guarantee using a market rate for an unsecured high yield note of 12.4% and a 25% probability of the note not being converted. As of March 31,
2017, the debt issuance cost associated with the guarantee of $161,000 has been offset against the related Alliance convertible note resulting in a net balance of
$4,829,000 and the related warrants issuable for the debt guarantee is recorded in additional paid-in capital.
8% NNA Convertible Note
Concurrently with the Credit Agreement entered into with NNA, the Company also entered into the Investment Agreement with NNA, pursuant to which the
Company issued to NNA, an 8% Convertible Note in the original principal amount of $2,000,000 (the “Convertible Note”). The Company drew down the full
principal amount of the Convertible Note on July 30, 2014. The Convertible Note would have matured on March 28, 2019, subject to NNA’s right to accelerate
payment on the occurrence of certain events. The Company could redeem amounts outstanding under the Convertible Note on 60 days’ prior notice to NNA.
Amounts outstanding under the Convertible Note were convertible at NNA’s sole election into shares of the Company’s common stock at an initial conversion
price of $10.00 per share. The Company’s obligations under the Convertible Note were guaranteed by its subsidiaries and consolidated medical corporations.
On October 14, 2015, the Company entered into the Agreement with NMM pursuant to which the Company sold NMM 1,111,111 units, each Unit consisting of
one share of Preferred Stock and one Warrant, for a total purchase price of $10,000,000, the proceeds of which were used by the Company primarily to repay
the Revolving Loan and Term Loan owed by the Company to NNA and the balance the Company used for working capital purposes (see Note 9). The Company
repaid approximately $7.5 million of the then outstanding NNA debt obligations and recorded a loss on debt extinguishment of approximately $266,000 related to
this transaction.
9% Senior Subordinated Convertible Notes
The 9% Notes, issued January 31, 2013, bore interest at a rate of 9% per annum, were payable semiannually on August 15 and February 15, and matured
February 15, 2016, and were subordinated. The principal of the 9% Notes, plus any accrued yet unpaid interest, was convertible, at any time by the holder at a
conversion price of $4.00 per share, subject to adjustment for stock splits, stock dividends and reverse stock splits, into shares of the Company’s common stock.
In connection with the issuance of the 9% Notes in 2013, the holders of the 9% Notes received warrants to purchase 82,500 shares of the Company’s common
stock at an exercise price of $4.50 per share, subject to adjustment for stock splits, reverse stock splits and stock dividends, which warrants are exercisable at
any date prior to January 31, 2018, and were classified in equity. Certain holders of the 9% Notes converted an aggregate of approximately $554,000 of
outstanding principal and accrued interest into 138,463 shares of the Company’s common stock prior to their maturity on February 15, 2016. Prior to conversion,
the Company amortized approximately $14,000 of related debt discount and deferred financing costs in fiscal 2016.
Interest expense associated with the convertible notes payable consisted of the following:
Interest expense
Amortization of loan fees and discount
For The Years Ended March 31,
2017
2016
- $
-
- $
171,027
188,627
359,654
$
$
F- 23
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. Income Taxes
(Benefit from) provision of income taxes consists of the following:
Current:
Federal
State
Deferred:
Federal
State
For The Years Ended March 31,
2017
2016
$
$
(81,614)
(6,069)
(87,683)
25,598
14,590
40,188
(9,979)
66,678
56,699
(81,277)
(46,459)
(127,736)
Benefit from income taxes
$
(47,495)
$
(71,037)
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. As of March 31, 2017, the Company had federal
and California tax net operating loss carryforwards of approximately $19.1 million and $21.3 million, respectively. The federal and California net operating loss
carryforwards will expire at various dates from 2026 through 2037. Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net
operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last
ownership change. The Company may have had a change in control under these Sections. However, the Company does not anticipate performing a complete
analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it projects it will be able to utilize these tax
attributes.
Significant components of the Company’s deferred tax assets (liabilities) as of March 31, 2017 and March 31, 2016 are shown below. A valuation allowance of
$11,557,356 and $8,369,878 as of March 31, 2017 and March 31, 2016, respectively, has been established against the Company’s deferred tax assets as
realization of such assets is uncertain. The Company’s effective tax rate is different from the federal statutory rate of 34% due primarily to operating losses that
receive no tax benefit as a result of a valuation allowance recorded for such losses.
Deferred tax assets (liabilities) consist of the following:
Deferred tax assets (liabilities):
State taxes
Stock options
Accrued payroll and related costs
Accrued hospital pool deficit
Net operating loss carryforward
Property and equipment
Acquired intangible assets
Other
For The Years Ended March 31,
2017
2016
$
5,718 $
3,127,225
-
25,747
7,640,802
42.623
113,171
518,403
15,114
2,617,037
16,222
329,430
4,754,165
1,588
65,748
527,095
Net deferred tax assets before valuation allowance
Valuation allowance
11,473,689
(11,557,356)
8,326,399
(8,369,878)
Net deferred tax liabilities
$
(83,667)
$
(43,479)
The provision for income taxes differs from the amount computed by applying the federal income tax rate as follows:
Tax provision at U.S. Federal statutory rates
State income taxes net of federal benefit
Nondeductible permanent items
Nontaxable entities
Other
Change in valuation allowance
Effective income tax rate
For The Years Ended March 31,
2017
2016
34.0%
(0.1)%
0.7%
0.3%
(3.4)%
(31.0)%
34.0%
(0.3)%
(0.7)%
5.4%
1.9%
(39.4)%
0.5%
0.9%
As of March 31, 2017 and March 31, 2016, 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.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
F- 24
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company is subject to U.S. federal income tax as well as income tax of multiple state tax jurisdictions. The Company and its subsidiaries’ federal income tax
returns are open to audit under the statute of limitations for the years ended March 31, 2014 onwards and state income tax returns are open to audit under the
statute of limitations for the years ended January 31, 2013 onward. The Company does not anticipate material unrecognized tax benefits within the next 12
months.
9. Stockholders’ Equity
Preferred Stock – Series A
On October 14, 2015, Company entered into an agreement (the “Agreement”) with NMM pursuant to which the Company sold to NMM, and NMM purchased
from the Company, in a private offering of securities, 1,111,111 units, each unit consisting of one share of the Company’s Preferred Stock (the “Series A”) and a
stock purchase warrant to purchase one share of the Company’s common stock at an exercise price of $9.00 per share. NMM paid the Company an aggregate
$10,000,000 for the units, the proceeds of which were used by the Company primarily to repay certain outstanding indebtedness owed by the Company to NNA
and the balance for working capital.
The Series A has a liquidation preference in the amount of $9.00 per share plus any declared and unpaid dividends. The Preferred Stock can be voted for the
number of shares of Common Stock into which the Series A could then be converted, which initially is one-for-one. The Series A is convertible into Common
Stock, at the option of NMM, at any time after issuance at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock
splits and certain other similar transactions.
At any time prior to conversion and through the Redemption Expiration Date (as described below), the Series A was able to be redeemed at the option of NMM,
on one occasion, in the event that the Company’s net revenues for the four quarters ending September 30, 2016, as reported in its periodic filings under the
Securities Exchange Act of 1934, as amended, were less than $60,000,000. In such event, the Company had up to one year from the date of the notice of
redemption by NMM to redeem the Series A Preferred Stock, the NMM Warrant and any shares of common stock issued in connection with the exercise of any
portion of the NMM Warrant theretofore (collectively the “Redeemed Securities”), for the aggregate price paid therefore by NMM, together with interest at a rate
of 10% per annum from the date of the notice of redemption until the closing of the redemption. Any mandatory conversion described previously would not take
place until such time as it was determined that that conditions for the redemption of the Redeemed Securities have not been satisfied or, if such conditions exist,
NMM decided not to have such securities redeemed. As the redemption feature was not within the control of the Company, the Series A Preferred Stock did not
qualify as permanent equity and was classified as mezzanine or temporary equity. The Company did not attain the $60,000,000 net revenues milestone noted
above by September 30, 2016. Accordingly, the Series A were subject to redemption for $10,000,000. However, as part of the proposed Merger between NMM
and the Company (see Note 10), NMM entered into a Consent and Waiver Agreement dated December 21, 2016 (the “NMM Waiver”), pursuant to which NMM
has relinquished its right of redemption of the Series A Preferred Stock and the related common stock warrants. As a result of the NMM Waiver on December 21,
2016, the mezzanine equity was reclassified to permanent equity at its carrying amount of $7,077,778.
The common stock warrants may be exercised at any time after issuance and through October 14, 2020, for $9.00 per share, subject to adjustment in the event
of stock dividends and stock splits. The warrants are not separately transferable from the Preferred Stock. The warrants were also subject to redemption in the
event the Preferred Stock was redeemed by NMM, as described above. Accordingly, the Company previously accounted for such warrants as liabilities and has
marked such liability to its fair value at March 31, 2016. The Company determined the fair value of the warrant liability to be $2,922,222 at inception which was
estimated using the Monte Carlo valuation model (see Note 2) with the value of the Series A being the residual value of $7,077,778. As a result of the NMM
Waiver, the fair value of the warrant at December 21, 2016 of $1,177,778 (see Note 2) was reclassified from liability to equity.
Without the written consent of NMM, between the Closing Date and the nine-month anniversary of the Closing Date, the Company shall not acquire, sell all or
substantially all of its assets to, effect a change of control, or merge, combine or consolidate with, any other Person engaged in the business of being a MSO,
ACO or IPA, or enter into any agreement with respect to any of the foregoing.
Preferred Stock – Series B
On March 30, 2016, Company entered into an agreement with NMM pursuant to which the Company sold to NMM, and NMM purchased from the Company, in a
private offering of securities, 555,555 units, each Unit consisting of one share of the Company’s Series B Preferred Stock (“Series B”) and a warrant to purchase
one share of the Company’s common stock at an exercise price of $10.00 per share. NMM paid the Company an aggregate $4,999,995 for the units. The
proceeds were allocated to each Series B units and Series B warrants based upon their relative fair values in the amount of $3,884,745 and $1,115,250,
respectively, as each class of securities met the requirements for permanent equity classification. The estimated fair value of the units was estimated using a
Black-Scholes equity allocation option pricing method. The Company used a comparable company lookback volatility rate of 65.8%, and a risk-free rate of 1.2% -
commensurate with the expected term of 5-years. In valuing the Series B warrants, the Company used a comparable company lookback volatility rate of 65.8%,
and a risk-free rate of 1.2% - commensurate with the expected term of 5-years.
The Preferred Stock has a liquidation preference in the amount of $9.00 per share plus any declared and unpaid dividends. The Series B can be voted for the
number of shares of Common Stock into which the Preferred Stock could then be converted, which initially is one-for-one. The Preferred Stock is convertible into
Common Stock, at the option of NMM or mandatorily at any time prior to and including March 30, 2021, if the Company receives aggregate gross proceeds of
not less than $5,000,000 in one or more transactions (other than transactions with NMM), at an initial conversion rate of one-for-one, subject to adjustment in
the event of stock dividends, stock splits and certain other similar transactions.
F- 25
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The warrants may be exercised at any time after issuance and through March 30, 2021, for $10.00 per share, subject to adjustment in the event of stock
dividends and stock splits.
Equity Incentive Plans
The Company’s 2010 Equity Incentive Plan (the “2010 Plan”) allowed the Board to grant up to 500,000 shares of the Company’s common stock, and provided
for awards including incentive stock options, non-qualified options, restricted common stock, and stock appreciation rights. As of March 31, 2017, there were no
shares available for grant.
On April 29, 2013 the Company’s Board of Directors approved the Company’s 2013 Equity Incentive Plan (the “2013 Plan”), pursuant to which 500,000 shares
of the Company’s common stock were reserved for issuance thereunder. The Company received approval of the 2013 Plan from the Company’s stockholders
on May 19, 2013. The Company issues new shares to satisfy stock option and warrant exercises under the 2013 Plan. As of March 31, 2017 there were no
shares available for future grants under the 2013 Plan.
On December 15, 2015, the Company’s Board of Directors approved the Company’s 2015 Equity Incentive Plan (the “2015 Plan”), pursuant to which 1,500,000
shares of the Company’s common stock were reserved for issuance thereunder. In addition, shares that are subject to outstanding grants under the Company’s
2010 Plan and 2013 Plan but that ordinarily would have been restored to such plans reserve due to award forfeitures and terminations will roll into and become
available for awards under the 2015 Plan. The 2015 Plan provides for awards, including incentive stock options, non-qualified options, restricted common stock,
and stock appreciation rights. The 2015 Plan was subject to approval by the Company’s stockholders, which approval was obtained at the 2016 Annual Meeting
of Stockholders that was held on September 14, 2016. As of March 31, 2017, there were approximately 1,023,600 shares available for future grants under the
2015 Plan.
Share Issuances
On November 17, 2015, the Company entered into the Conversion Agreement with NNA, Dr. Warren Hosseinion and Dr. Adrian Vazquez. Pursuant to the
Conversion Agreement, the Company agreed to issue 275,000 shares of common stock and to pay accrued and unpaid interest of $47,112, to NNA in full
satisfaction of NNA’s conversion and other rights under the 8% Convertible Note dated March 28, 2014, issued by NNA, in the principal amount of $2,000,000.
Pursuant to the Conversion Agreement, the Company also agreed to issue a total of 325,000 shares of the Company’s Common Stock to NNA in exchange for
all Warrants held by NNA, under which NNA had the right to purchase 300,000 shares of the Company’s Common Stock at an exercise price of $10 per share
and 200,000 shares at an exercise price of $20 per share, in each case subject to anti-dilution adjustments. On the date of conversion, the fair value of the
600,000 shares of common stock was based on the market price of the stock of $6.00 per share, less a 15% discount for marketability or $3,060,000 at $5.10
per share. The fair value of all the existing warrants held by NNA and of the conversion feature liability, converted in exchange for the 600,000 shares of
common stock, was $1,624,029 and $482,904, respectively. These amounts together with the carrying amount of the 8% convertible note and accrued interest of
approximately $1,124,000 resulted in a gain of approximately $171,000 which is included as an off-set in the net loss on debt extinguishment of approximately
$266,000 in the consolidated statement of operations (see Note 7).
In January 2016, the Company formed Apollo Care Connect, Inc. which acquired certain technology and other assets of Healarium, Inc., which provides us with
a 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. The Company issued 275,000 shares of its common stock with a fair value
of $1,512,500 in exchange for the acquired assets and the seller paid the Company $200,000.
On February 15, 2016, the Company issued an aggregate 138,463 shares of Common Stock upon the conversion by certain holders of the principal and
accrued interest of the 9% Notes prior to their maturity on February 15, 2016 in the amount $553,851.
During the year ended March 31, 2017, the Company issued 150,000 shares of common stock and received approximately $172,000 from the exercise of
certain warrants at an exercise price of $1.1485 per share.
A summary of the Company’s restricted stock issued to employees, directors and consultants with a right of repurchase of unlapsed or unvested shares is as
follows:
Weighted-Average Remaining
Vesting Life
Weighted-Average Per Share
Shares
(In Years)
Intrinsic Value
Grant Date
Fair Value
12,222
-
(12,222)
-
-
F- 26
0.3 $
-
-
-
-
0.50 $
-
-
-
-
4.10
-
-
-
-
Unvested or unlapsed shares at April 1, 2015
Granted
Vested/lapsed
Forfeited
Unvested or unlapsed shares at March 31, 2016 and 2017
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Options
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During January and February 2016, the Company issued options to purchase an aggregate of 374,150 shares of the Company’s common stock to certain
employees and consultants. The options have exercise prices ranging from $5.79 - $6.37 and vesting terms between immediate through three years. See below
for assumptions used to determine the grant date fair value of the stock options using the Black-Scholes Option Pricing Model.
During the year ended March 31, 2017, the Company issued options to purchase an aggregate of 149,200 shares of the Company’s common stock to certain
employees, directors and consultants. The options have exercise prices ranging from $4.50 - $6.00 and vesting terms between six months through three years.
See below for assumptions used to determine the grant date fair value of the stock options using the Black-Scholes Option Pricing Model.
The following table presents details of the assumptions used to calculate the weighted-average grant date fair value of common stock options granted by the
Company:
Expected term (in years)
Expected volatility
Risk-free interest rate
Expected dividends
Weighted-average grant date fair value per share
Stock option activity is summarized below:
Balance, April 1, 2015
Granted
Cancelled/expired
Exercised
Balance, March 31, 2016
Granted
Cancelled/expired
Exercised
Balance, March 31, 2017
Vested and exercisable, March 31, 2017
ApolloMed ACO 2012 Equity Incentive Plan
Years Ended
March 31,
2017
March 31,
2016
4.6 – 6.0
126.42 -136.04%
0.75 – 1.06%
$
$
-
3.92
$
$
6.0
133%
1.31 – 1.94%
-
4.75
Option Shares
Weighted-Average
Per Share
Exercise Price
Weighted-Average
Remaining Life
(Years)
Weighted-Average
Per Share
Intrinsic Value
776,500 $
374,150
(86,500)
-
1,064,150 $
149,200
(48,000)
-
1,165,350 $
1,028,043 $
4.69
5.97
2.63
-
4.27
4.78
6.75
-
4.24
4.07
7.40 $
-
-
-
7.94 $
-
-
-
6.64 $
6.36 $
1.50
-
-
-
2.27
-
-
-
4.86
5.25
On October 18, 2012 ApolloMed ACO’s Board of Directors adopted the ApolloMed Accountable Care Organization, Inc. 2012 Equity Incentive Plan (the “ACO
Plan”) and reserved 9,000,000 shares of ApolloMed ACO’s common stock for issuance thereunder. The purpose of the ACO Plan is to encourage selected
employees, directors, consultants and advisers to improve operations and increase the profitability of ApolloMed ACO and encourage selected employees,
directors, consultants and advisers to accept or continue employment or association with ApolloMed ACO.
F- 27
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The following table summarizes the restricted stock award in the ACO Plan:
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Balance, April 1, 2015
Granted
Released
Balance, March 31, 2016
Granted
Released
Balance, March 31, 2017
Vested and exercisable, end of year
Weighted-Average
Remaining
Vesting Life
(Years)
Weighted-Average
Per Share Fair
Value
Shares
3,752,000
184,000
(183,996)
3,752,004
-
(32,000)
3,720,004
3,720,004
0.8 $
-
-
-
-
-
- $
- $
0.03
0.77
0.03
0.07
-
-
0.07
0.07
Awards of restricted stock under the ACO Plan vest (i) one-third on the date of grant; (ii) one-third on the first anniversary of the date of grant, if the grantee has
remained in service continuously until that date; and (iii) one-third on the second anniversary of the date of grant if the grantee has remained in service
continuously until that date.
As of March 31, 2017, total unrecognized compensation costs related to non-vested stock-based compensation arrangements granted under the Company’s
2010, 2013 and 2015 Equity Plans, are as follows:
Common stock options
$
435,739
The weighted-average period of years expected to recognize these compensation costs is 1.53 years.
Stock-based compensation expense related to common stock and common stock option awards is recognized over their respective vesting periods and was
included in the accompanying consolidated statement of operations as follows:
Stock-based compensation expense:
Cost of services
General and administrative
Warrants
Warrants consisted of the following:
For The Years Ended
March 31,
2017
2016
$
4,906 $
1,101,548
4,959
1,099,017
$
1,106,454 $
1,103,976
Weighted-Average
Per Share
Intrinsic Value
Number of
Warrants
Outstanding at April 1, 2015
$
Granted
Exercised
Cancelled
Outstanding at March 31, 2016
Granted
Exercised
Cancelled
0.46
-
-
-
3.12
-
4.87
-
914,500
1,676,666
(500,000)
-
2,091,166
29,000
(150,000)
-
Outstanding at March 31, 2017
$
4.68
1,970,166
F- 28
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Exercise Price Per
Share
Warrants
Outstanding
Weighted
Average
Remaining
Contractual Life
Warrants
Exercisable
Weighted
Average
Exercise Price Per
Share
$4.00-$5.00
$9.00-$10.00
188,500
1,781,666
$1.15-$10.00
1,970,166
0.85
3.54
3.28
169,500 $
1,781,666
1,951,166 $
4.47
9.37
8.90
On October 15, 2015, in connection with the NMM financing the Company issued a 5 year stock warrant to purchase up to 1,111,111 shares of common stock at
an exercise price of $9.00 per share.
On March 30, 2016, in connection with the NMM financing the Company issued a 5 year stock warrant to purchase up to 555,555 shares of common stock at an
exercise price of $10.00 per share.
Authorized Stock
At March 31, 2017 the Company was authorized to issue up to 100,000,000 shares of common stock. The Company is required to reserve and keep available
out of the authorized but unissued shares of common stock such number of shares sufficient to effect the conversion of all outstanding preferred stock, the
exercise of all outstanding warrants exercisable into shares of common stock, and shares granted and available for grant under the Company’s stock option
plans. The amount of shares of common stock reserved for these purposes is as follows at March 31, 2017:
Common stock issued and outstanding
Warrants outstanding
Stock options outstanding
Shares issuable upon conversion of convertible note
Preferred stock
10. Commitments and Contingencies
Lease commitments
6,033,518
1,970,166
1,165,350
499,000
1,666,666
11,334,700
The Company’s headquarters are located at 700 North Brand Boulevard, Suite 1400, Glendale, California 91203. Under the original lease of the premises, the
Company occupied space in Suite 220. On October 14, 2014, the Company's lease was amended by a Second Amendment (the “Second Lease Amendment”),
pursuant to which the Company relocated its corporate headquarters to a larger suite in the same office building in October 2015. The Second Lease
Amendment relocates the leased premises from Suite No. 220 to Suite Nos. 1400, 1425 and 1450, which collectively include 16,484 rentable square feet (the
“New Premises”). The New Premises were improved with an allowance of $659,360, provided by the landlord, for construction and installation of equipment for
the New Premises. The Second Lease Amendment also extends the term of the lease for approximately six years after the Company occupies the New
Premises and increases the Company’s security deposit. The Second Lease Amendment sets the New Premises base rent at $37,913 per month for the first
year and schedules annual increases in base rent each year until the final rental year, which is capped at $43,957 per month. However, the base rent will be
abated by up to $228,049 subject to other terms of the lease. At March 31, 2017 and 2016, deferred rent liability associated with the Company’s leases was
$747,418 and $728,877, respectively.
Future minimum rental payments required under the operating leases are as follows:
Year ending March 31,
2018
2019
2020
2021
2022
Thereafter
$
982,000
977,000
994,000
1,012,000
716,000
910,000
$
5,591,000
F- 29
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Rent expense recorded was as follows:
Rent expense
Letters of Credit
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For The Years Ended March 31,
2017
2016
$
951,244 $
888,278
In January 2013, in response to request by Prospect Medical Group, Inc., MMG arranged for City National Bank (“CNB”) to provide an irrevocable standby letter
of credit in an amount up to $10,000, and entered into a security agreement in favor of CNB, as required by the Management Service Agreement effective
February 1, 2013. In November, 2014 the irrevocable standby letter of credit and the security agreement amounts were increased to $ 500,000. The letter of
credit is collateralized by a certificate of deposit which is included in restricted cash in the amount of $500,000 at March 31, 2017.
In December 2016, in response to a request by Humana Insurance Company and Humana Health Plan, Inc. (collectively “Humana”), MMG arranged for CNB to
provide an irrevocable standby letter of credit in an amount up to $235,000 through December 31, 2017, and entered into a security agreement in favor of CNB,
as required by the Independent Practice Association Participation Agreement effective January 1, 2015, including the addenda and attachments thereto, and as
amended. The letter of credit is collateralized by a certificate of deposit which is included in restricted cash in the amount of $235,000 at March 31, 2017.
Other letters of credit consist of approximately $30,000. The cash deposit as part of the securities agreements are listed as restricted cash on the
consolidated balance sheets at both March 31, 2017 and 2016.
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 such 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 a risk-bearing organization, the Company is required to follow regulations of the California Department of Managed Health Care (“DMHC”). The Company
must comply with a minimum working capital requirement, Tangible Net Equity (“TNE”) requirement, cash-to-claims ratio and claims payment requirements
prescribed by the DMHC. TNE is defined as net assets less intangibles, less non-allowable assets (which include amounts due from affiliates), plus subordinated
obligations. The DMHC determined that, as of February 28, 2016, MMG, was not in compliance with the DMHC’s positive TNE requirement for a Risk Bearing
Organization (“RBO”). As a result, the DMHC required MMG to develop and implement a corrective action plan (“CAP”) for such deficiency. MMG submitted a
CAP to the DMHC, which the DMHC approved. MMG has up to one year to cure the deficiency. MMG achieved positive TNE as of the third quarter of fiscal
2017 and has maintained positive TNE to date. Since DMHC requirements are that an RBO should have positive TNE for one full quarter to be taken off a CAP,
the Company believes that MMG is currently in compliance with DMHC requirements. The DMHC is currently reviewing filings the Company has made to
confirm this compliance.
Many of the Company's payer 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.
In connection with DMHC’s approval of the CAP for MMG, on November 22, 2016, AMM, a wholly-owned subsidiary of the Company, entered into an
Intercompany Revolving Loan Agreement (the “Loan Agreement”) with MMG, another affiliate of the Company, pursuant to which AMM has agreed to lend MMG
up to $2,000,000 (the “Commitment Amount”) in one or more advances (collectively, “Advances”) that MMG may request from time to time during the term of
the Loan Agreement. Interest on outstanding Advances shall accrue interest at a rate equal to the greater of 10% per annum or the LIBOR rate then in effect,
and is payable monthly on the first business day of each month.
In an Event of Default (as defined in the Loan Agreement), interest on Advances shall accrue interest at a default rate equal to 3% per annum above the interest
rate then in effect. Additionally, in an Event of Default, MMG may, among other things, accelerate all payments due under the Loan Agreement.
The Loan Agreement also contains other provisions typical of an agreement of this nature, including without limitation, representation and warranties, a right of
set-off and governing law.
The Loan Agreement replaces substantially similar loan agreements between the parties (other than with respect to the Commitment Amount), including without
limitation that certain Intercompany Revolving Loan Agreement dated as of February 1, 2013, that certain Amendment No. l to Intercompany Revolving Loan
Agreement dated as of March 28, 2014, that certain Intercompany Revolving Loan Agreement dated as of June 27, 2014, and that certain Amendment No. 2 to
Intercompany Revolving Loan Agreement dated as of March 30, 2016, all of which were terminated.
The Loan Agreement was entered into in response to a request of the California Department of Managed Health Care (“DMHC”), in order to comply with DMHC
requirements in connection with its review of a pending Corrective Action Plan (“CAP”) for MMG (See Regulatory Matters).
F- 30
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Also on November 22, 2016, and also at the request of the DMHC in connection with its review of the pending CAP for MMG, AMM and MMG entered into a
Subordination Agreement (the “Subordination Agreement”), pursuant to which AMM has agreed to irrevocably and fully subordinate its right to repayment of
Advances, together with interest thereon, under the Loan Agreement, to all other present and future creditors of MMG.
AMM also agreed that the payment by MMG of principal and interest of Advances under the Loan Agreement will be suspended and will not mature when,
excluding the liability of MMG to pay AMM principal and interest under the Loan Agreement, if after giving effect to the payment, MMG would not be in
compliance with the financial solvency requirements, as defined in and calculated under the Knox-Keene Health Care Service Plan Act of 1975, as amended
(the “Knox-Keene Act”), and the rules promulgated thereunder.
AMM further agreed that, in the event of the liquidation or dissolution of MMG, the payment by MMG of principal and interest to AMM under the Loan Agreement
shall be fully subordinated and subject to the prior payment or provision for payment in full of all claims of all other present and future creditors of MMG.
Upon the written consent of the director of the DMHC, all previous subordination agreements between AMM and MMG, including without limitation that certain
Subordination Agreement dated June 27, 2014 between AMM and MMG and that certain Amended and Restated Subordination Agreement between AMM and
MMG dated as of March, 30, 2016, shall be terminated. Once consented to by the director of the DMHC and executed by the parties, the Subordination
Agreement may not be cancelled, terminated, rescinded or amended by mutual consent or otherwise, without the prior written consent of the director of the
DMHC.
Legislation and HIPAA
The healthcare industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not
necessarily limited to, matters such as licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services,
and Medicare and Medicaid fraud and abuse. Government activity has continued with respect to investigations and allegations concerning possible violations of
fraud and abuse statutes and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare
programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed.
The Company believes that it is in compliance with fraud and abuse regulations as well as other applicable government laws and regulations. Compliance with
such laws and regulations can be subject to future government review and interpretation as well as regulatory actions unknown or unasserted at this time.
The Health Insurance Portability and Accountability Act (“HIPAA”) assures health insurance portability, reduces healthcare fraud and abuse, guarantees security
and privacy of health information, and enforces standards for health information. The Health Information Technology for Economic and Clinical Health Act
(“HITECH Act”) expanded upon HIPAA in a number of ways, including establishing notification requirements for certain breaches of protected health information.
In addition to these federal rules, California has also developed strict standards for the privacy and security of health information as well as for reporting certain
violations and breaches. The Company may be subject to significant fines and penalties if found not to be compliant with these state or federal provisions.
Affordable Care Act
The Patient Protection and Affordable Care Act (“ACA”) will substantially reform the United States health care system. The legislation impacts multiple aspects of
the health care system, including many provisions that change payments from Medicare, Medicaid and insurance companies. Starting in 2014, the legislation
required the establishment of health insurance exchanges, which will provide individuals without employer-provided health care coverage the opportunity to
purchase insurance. It is anticipated that some employers currently offering insurance to employees will opt to have employees seek insurance coverage through
the insurance exchanges. It is possible that the reimbursement rates paid by insurers participating in the insurance exchanges may be substantially different
than rates paid under current health insurance products. Another significant component of the ACA is the expansion of the Medicaid program to a wide range of
newly eligible individuals. In anticipation of this expansion, payments under certain existing programs, such as Medicare disproportionate share, will be
substantially decreased. Each state’s participation in an expanded Medicaid program is optional. However, the ACA may be amended, or repealed and replaced
by the Congress. The potential outcome of the repeal and replacement is unknown at this time but could have a material impact on the Company.
Legal
In the ordinary course of the Company’s business, the Company becomes 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. We may also become subject to other lawsuits
which could involve significant claims and/or significant defense costs.
F- 31
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Liability Insurance
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company believes that the Company’s 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 the Company’s
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.
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.
Employment and Consulting Agreements
On December 20, 2016, AMM, a wholly-owned subsidiary of the Company, entered into new employment agreements with each of Warren Hosseinion, M.D.,
Adrian Vazquez, M.D., Gary Augusta and Mihir Shah. The new employment agreements were approved by the Compensation Committee of the Board of
Directors of the Company and replace the employment agreements previously entered into with (i) Dr. Hosseinion and Dr. Vazquez on March 28, 2014, as
amended on January 12, 2016 and as amended and restated on June 29, 2016, and (ii) Mr. Shah on July 21, 2016. The new employment agreements provide
that Dr. Hosseinion, Dr. Vazquez and Mr. Shah will continue to be paid their current base salary in the aggregate amount of $1,160,000, and that Mr. Augusta will
be paid a base salary of $300,000 and revise certain term, bonus and severance arrangements as provided therein. Mr. Augusta’s consulting agreement through
Flacane Advisers, Inc. (“Flacane”) has been terminated.
Each of the new employment agreements has an initial term of three years with automatic annual renewals and entitles the executive to 20 business days of
paid time off per calendar year. Accrued and unused paid time off shall be paid in cash at the end of each calendar year. Under the new employment
agreements, each executive is eligible to receive an annual bonus and is granted certain vesting rights and Accrued Benefits (as such term is defined in the
respective employment agreement) if the executive’s employment is terminated without “Cause” (as such term is defined in the respective employment
agreement) or if the executive resigns with “Good Reason” (as such term is defined in the respective employment agreement) during the employment term.
NMM Transaction
On December 21, 2016, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) among the Company, Apollo Acquisition Corp.,
a California corporation and wholly-owned subsidiary of the Company (“Merger Subsidiary”), NMM, and Kenneth Sim, M.D., not individually but in his capacity
as the representative of the shareholders of NMM (the “Shareholders’ Representative”).
Thomas Lam, M.D. and Kenneth Sim, M.D. entered into Voting Agreements with the Company. Under the Voting Agreements, Dr. Sim and Dr. Lam have
agreed, among other things, to vote in favor of the approval and adoption of the Merger and the Merger Agreement.
Under the terms of the Merger Agreement, Merger Subsidiary will merge with and into NMM, with NMM becoming a wholly owned subsidiary of Apollo Medical
Holdings, as the Merger. The Merger is intended to qualify for federal income tax purposes as a tax deferred reorganization under the provisions of Section
368(a) of the Internal Revenue Code of 1986. In the transaction NMM will receive such number of shares of ApolloMed common stock such that NMM
shareholders will own 82% and the Company shareholders will own 18% of issued and outstanding shares at closing. Additionally, NMM has agreed to
relinquish its redemption rights relating to preferred stock it owns in the Company pursuant to the terms of a Consent and Waiver Agreement dated as of
December 21, 2016 by and between the Company and NMM. The transaction was approved unanimously by the Board of Directors of both companies.
Consummation of the Merger is subject to various closing conditions, including, among other things, approval by the stockholders of the Company and the
stockholders of NMM. As part of the Merger Agreement, the Company and NMM have made various mutual representations and warranties.
Within five business days following the execution of the Merger Agreement, NMM was required to provide a working capital loan to the Company in the principal
amount of $5,000,000, which loan the Company received on January 3, 2017. The loan is evidenced by a promissory note, which was issued on January 3,
2017. The promissory note has a term of two years, with the Company’s payment obligations commencing on February 1, 2017 and continuing on a quarterly
basis thereafter until January 3, 2019. Under the terms of the promissory note, the Company must pay NMM interest on the principal balance outstanding at the
prime rate plus one percent (1%). The Company may voluntarily prepay the outstanding principal and interest in whole or in part without penalty or premium.
Upon the occurrence of any Event of Default (as such term is defined in the promissory note), the unpaid principal amount of, and all accrued but unpaid interest
on, the promissory note will become due and payable immediately at the option of NMM. In such event, NMM may, at its option, declare the entire unpaid
balance of the promissory note, together with all accrued interest, applicable fees, and costs and charges, including costs of collection, if any, to be immediately
due and payable in cash.
The Merger Agreement grants each party the ability to update disclosure schedules through January 20, 2017. If any updated disclosure schedules are found to
be unacceptable to the receiving party, as determined in such receiving party’s sole discretion, then such receiving party may terminate the Merger Agreement
no later than February 3, 2017 (see below for amendment to the Merger Agreement).
F- 32
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Merger Agreement provides that Thomas Lam, M.D., the Chief Executive Officer of NMM, and Warren Hosseinion, M.D., will be Co-Chief Executive Officers
of the combined company upon closing of the transaction. Kenneth Sim, M.D., who currently serves as Chairman of NMM, will be Executive Chairman of the
Company. Gary Augusta, current Executive Chairman of the Company, will be President, Mihir Shah will continue as Chief Financial Officer, and Hing Ang,
current Chief Financial Officer of NMM will be the Chief Operating Officer. Adrian Vazquez, M.D. and Albert Young, M.D. will be Co-Chief Medical Officers. The
Board of Directors will consist of nine directors, five of whom will be recommended for nomination to the Company’s Nomination and Corporate Governance
Committee from NMM and four of whom will be recommended for nomination of the Company’s Nomination and Corporate Governance Committee from the
Company.
Consummation of the Merger is subject to various closing conditions, including, among other things, approval under Hart-Scott-Rodino Act from Department of
Justice and Federal Trade Commission, approval by The Company’s stockholders and the stockholders of NMM.
On March 30, 2017, NMM and ApolloMed entered into the Amendment to Agreement and Plan of Merger (“Amended Merger Agreement”) to exclude from the
exchange ratio the 499,000 ApolloMed shares issued or issuable pursuant to a securities purchase agreement dated as of March 30, 2017, between ApolloMed
and Appliance Apex, LLC. As part of an amendment to the Merger Agreement on March 30, 2017, the merger consideration to be paid by the Company to NMM
was amended to include warrants to purchase 850,000 shares of common stock in the Company at an exercise price of $11 per share.
As of the date of this filing, the Merger has not been completed.
Registration Rights Agreement
On June 28, 2016, NNA and the Company entered into the Third Amendment (the “Third Amendment”) to the Registration Rights Agreement dated May 28,
2014, as amended by the First Amendment and Acknowledgement dated as of February 6, 2015, the Second Amendment and Conversion Agreement dated as
of November 17, 2015, and the amendments thereto (collectively, the “Registration Agreement”). Pursuant to the Third Amendment, the Company had until April
28, 2017 to register NNA’s registrable securities on a registration statement filed with the SEC and the Company had until the earlier of (i) October 27, 2017 or
(ii) the 5th trading day after the date the Company is notified by the SEC that such registration statement will not be reviewed or will not be subject to further
review to have such registration statement declared effective by the SEC. All other provisions of the Registration Agreement remain in full force and effect,
including paying NNA liquidated damages of 1.5% of the total purchase price of the registrable securities owned by NNA, payable in shares of the Company’s
common stock, if the Company does not comply with these deadlines.
On April 26, 2017, the Company entered into a Fourth Amendment (the “Amendment”) with NNA. The Amendment amended the Registration Rights
Agreement, dated as of March 28, 2014, between the Company and NNA (as amended by the First Amendment and Acknowledgement, dated as of February 6,
2015, the Amendment to First Amendment and Acknowledgement, dated as of July 7, 2015, the Second Amendment and Conversion Agreement, dated as of
November 17, 2015, the Third Amendment, dated as of June 28, 2016, and as further amended by the amendments thereto, the “Registration Rights
Agreement”).
The Amendment amended the Registration Rights Agreement to extend the deadline for the Company to file a resale registration statement covering NNA’s
registrable securities to December 31, 2017, and also to extend the date by which the Company is required to use its commercially reasonable best efforts to
cause such registration statement to be declared effective to June 30, 2018 (or, if earlier, the fifth (5th) trading day after the date on which the Securities and
Exchange Commission notifies the Company that such registration statement will not be “reviewed” or will not be subject to further review).
11. Related Party Transactions
On January 12, 2016, the Company entered into a new consulting agreement with Mr. Gary Augusta, the President of Flacane Advisors, Inc. and the Company’s
Executive Chairman of the Board of Directors (the “2016 Augusta Consulting Agreement”) to replace the substantially similar 2015 Augusta Consulting
Agreement that expired by its terms on December 31, 2015. Under the 2016 Augusta Consulting Agreement, the Augusta Consultant is paid $25,000 per month
to provide business and strategic services to the Company; and Augusta Consultant is also eligible to receive options to purchase shares of the Company’s
common stock as determined by the Company’s Board of Directors. In addition, Mr. Augusta is subject to a Directors Agreement with the Company dated March
7, 2012. During the years ended March 31, 2017 and 2016, the Company incurred approximately $280,000 and $770,000, respectively, of an aggregate of
consulting expense and reimbursement of out of pocket expenses in connection with the 2015 Augusta Consulting Agreement and 2016 Augusta Consulting
Agreement. The Company owed the Augusta Consultant approximately $11,300 and $9,500, at March 31, 2017 and 2016, respectively. The 2016 Augusta
Consulting Agreement was terminated on December 20, 2016 and replaced by an employment agreement with Mr. Augusta (see Note 10).
During the year ended March 31, 2016, the Company raised approximately $15 million in connection with the sale of shares of Series A and Series B preferred
stock and warrants from NMM in which Dr. Thomas Lam, one of the Company’s directors is a significant shareholder (see Note 9). On January 3, 2017, pursuant
to a promissory note agreement, NMM provided a loan to ApolloMed in the principal amount of $5,000,000 (see Note 6).
As part of an amendment to the Merger Agreement on March 30, 2017, the merger consideration to be paid by the Company to NMM was amended to include
warrants to purchase 850,000 shares of common stock in the Company at an exercise price of $11 per share, that will only be granted in the event that the
proposed merger between the Company and NMM is consummated (such warrant will not vest and will expire if the contemplated merger transaction does not
occur) in exchange for both NMM providing a guarantee for the Alliance Note and as compensation to NMM for giving up their right to additional shares in the
Company based on the agreed upon exchange ratio with NM in the event that the Alliance Note is converted to common stock.
F- 33
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
APOLLO MEDICAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2 2016, accounts payable in the consolidated balance sheets includes $104,500 for principal and accrued interest owed to a 9% note holder
who is also a shareholder of the Company and such amount was paid during the year ended March 31, 2017.
In September 2015, the Company entered into a note receivable with Rob Mikitarian, a minority owner in APS, in the amount of approximately $150,000. The
note accrues interest at 3% per annum and is due on or before September 2017. At both March 31, 2017 and 2016, the balance of the note was approximately
$150,000 and is included in other receivables in the accompanying consolidated balance sheets.
In September 2015, the Company entered into a note receivable with Dr. Liviu Chindris, a minority owner in APS, in the amount of approximately $105,000. The
note accrues interest at 3% per annum and is due on or before September 2017. At both March 31, 2017 and 2016, the balance of the note was approximately
$105,000 and is included in other receivables in the accompanying consolidated balance sheets.
In November, 2016 the Company issued the Chindris Note to Dr, Liviu Chindris, a minority owner in APS, in the principal amount of $400,000 that bore interest
at the rate of 12% annually. The note was due February 17, 2017 and was repaid. (see Note 6).
In December 2016, the Company billed NMM, current merger candidate, $930,169 for its 50% share of startup costs related to Next Generation ACO (NGACO)
model. See more detail about this model in the “Our Operations and Industry” section of the Form 10-K.
F- 34
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The following exhibits are attached hereto and incorporated herein by reference.
EXHIBIT INDEX
Exhibit No.
2.1
2.2
2.3
3.1
3.2
3.3
3.4
3.5
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
Description
Stock Purchase Agreement dated July 21, 2014 by and between SCHC Acquisition, A Medical Corporation, the Shareholders of Southern
California Heart Centers, A Medical Corporation and Southern California Heart Centers, A Medical Corporation (filed as an exhibit to a
Quarterly Report on Form 10-Q on August 14, 2014).
Agreement and Plan of Merger dated as of December 21, 2016 by and among Apollo Medical Holdings, Inc., Apollo Acquisition Corp.,
Network Medical Management, Inc., and Kenneth Sim, M.D. in his capacity as the Shareholders’ Representative (filed as an exhibit to a
Current Report on Form 8-K on December 22, 2016)
Amendment to Agreement and Plan of Merger dated as of March 30, 2017 by and among Apollo Medical Holdings, Inc., Apollo Acquisition
Corp., a California corporation, Network Medical Management, Inc. and Kenneth Sim, M.D. (filed as an exhibit to a Current Report on
Form 8-K on April 5, 2017)
Restated Certificate of Incorporation (filed as an exhibit to a Current Report on Form 8-K on January 21, 2015).
Certificate of Amendment to Restated Certificate of Incorporation (filed as an exhibit to a Current Report on Form 8-K on April 27, 2015).
Certificate of Designation of Series A Convertible Preferred Stock (filed as an exhibit to a Current Report on Form 8-K on October 19,
2015)
Amended and Restated Certificate of Designation of Apollo Medical Holdings, Inc. (filed as an exhibit to a Current Report on Form 8-K on
April 4, 2016)
Restated Bylaws (filed as an exhibit to a Quarterly Report on Form 10-Q on November 16, 2015).
Form of Investor Warrant, dated October 16, 2009, for the purchase of 2,500 shares of common stock (filed as an exhibit to an Annual
Report on Form 10-K/A on March 28, 2012).
Form of Investor Warrant, dated October 29, 2012, for the purchase of common stock (filed as an exhibit to a Quarterly Report on Form
10-Q on December 17, 2012).
Form of Amendment to October 16, 2009 Warrant to Purchase Shares of Common Stock, dated October 29, 2012 (filed as an exhibit to a
Quarterly Report on Form 10-Q on December 17, 2012).
Form of 9% Senior Subordinated Callable Convertible Note, dated January 31, 2013 (filed as an exhibit to an Annual Report on Form 10-
K on May 1, 2013).
Form of Investor Warrant for purchase of 3,750 shares of common stock, dated January 31, 2013 (filed as an exhibit to an Annual Report
on Form 10-K on May 1, 2013).
Convertible Note, issued by Apollo Medical Holdings, Inc. to NNA of Nevada, Inc., dated March 28, 2014 (filed as an exhibit to a Current
Report on Form 8-K on March 31, 2014).
Common Stock Purchase Warrant to purchase 100,000 shares, issued by Apollo Medical Holdings, Inc. to NNA of Nevada, Inc., dated
March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K on March 31, 2014).
Common Stock Purchase Warrant to purchase 200,000 shares, issued by Apollo Medical Holdings, Inc. to NNA of Nevada, Inc., dated
March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K on March 31, 2014).
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
Common Stock Purchase Warrant to purchase 100,000 shares, issued by Apollo Medical Holdings, Inc. to NNA of Nevada, Inc., dated
March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K on March 31, 2014).
Common Stock Purchase Warrant to purchase 100,000 shares, issued by Apollo Medical Holdings, Inc. to NNA of Nevada, Inc., dated
March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K on March 31, 2014).
Common Stock Purchase Warrant dated October 14, 2015, issued by Apollo Medical Holdings, Inc. to Network Medical Management, Inc.
to purchase 1,111,111 shares of common stock (filed as an exhibit to a Current Report on Form 8-K on April 4, 2016).
Common Stock Purchase Warrant dated March 30, 2016, issued by Apollo Medical Holdings, Inc. to Network Medical Management, Inc.
to purchase 555,555 shares of common stock (filed as an exhibit to a Current Report on Form 8-K on April 4, 2016).
Common Stock Purchase Warrant dated March 30, 2016, issued by Apollo Medical Holdings, Inc. to Network Medical Management, Inc.
to purchase 555,555 shares of common stock (filed as an exhibit to a Current Report on Form 8-K on April 4, 2016).
Stock Purchase Warrant dated November 4, 2016, issued to Scott Enderby, D.O. (filed as an exhibit to a Current Report on Form 8-K on
November 10, 2016)
Voting Agreement dated as of December 21, 2016 by and between Apollo Medical Holdings, Inc., and Thomas Lam, M.D. (filed as an
exhibit to a Current Report on Form 8-K on December 22, 2016)
Voting Agreement dated as of December 21, 2016 by and between Apollo Medical Holdings, Inc., and Kenneth Sim, M.D. (filed as an
exhibit to a Current Report on Form 8-K on December 22, 2016)
Consent and Waiver Agreement dated as of December 21, 2016 by and between Apollo Medical Holdings, Inc. and Network Medical
Management, Inc. (filed as an exhibit to a Current Report on Form 8-K on December 22, 2016)
Warrant dated November 17, 2016 issued to Liviu Chindris, M.D. (filed as an exhibit to a Quarterly Report on Form 10-Q on February 14,
2017)
Agreement and Plan of Merger among Siclone Industries, Inc. and Apollo Acquisition Co., Inc. and Apollo Medical Management, Inc. (filed
as an exhibit to a Current Report on Form 8-K on June 19, 2008).
2010 Equity Incentive Plan (filed as Appendix A to Schedule 14C Information Statement filed on August 17, 2010).
Board of Directors Agreement dated March 22, 2012, by and between Apollo Medical Holdings, Inc. and Suresh Nihalani (filed as an
exhibit to an Annual Report on Form 10-K/A on March 28, 2012).
2013 Equity Incentive Plan of Apollo Medical Holdings, Inc. dated April 30, 2013 (filed as an exhibit to an Annual Report on Form 10-K on
May 8, 2014).
Board of Directors Agreement dated May 22, 2013 by and between Apollo Medical Holdings, Inc., and David Schmidt (filed as an exhibit
to an Annual Report on Form 10-K on May 8, 2014).
Board of Directors Agreement dated October 17, 2012 by and between Apollo Medical Holdings, Inc., and Mark Meyers (filed as an
exhibit to an Annual Report on Form 10-K on May 8, 2014).
Intercompany Revolving Loan Agreement, dated February 1, 2013, by and between Apollo Medical Management, Inc. and Maverick
Medical Group, Inc. (filed as an exhibit to a Quarterly Report on Form 10-Q on June 14, 2013).
Intercompany Revolving Loan Agreement, dated July 31, 2013 by and between Apollo Medical Management, Inc. and ApolloMed Care
Clinic (filed as an exhibit to a Quarterly Report on Form 10-Q on September 16, 2013).
10.9+
Consulting and Representation Agreement between Flacane Advisors, Inc. and Apollo Medical Holdings, Inc., dated January 15, 2015
(filed as an exhibit to a Current Report on Form 8-K on January 21, 2015).
10.10
Intercompany Revolving Loan Agreement dated as of September 30, 2013, between Apollo Medical Management, Inc. and ApolloMed
Hospitalists, a Medical Corporation (filed as an exhibit to a Quarterly Report on Form 10-Q on December 20, 2013).
10.11
Form of Settlement Agreement and Release, between Apollo Medical Holdings, Inc. and each of the Holders listed on Exhibit A to the First
Amendment, effective December 20, 2013 (filed as an exhibit to a Current Report on Form 8-K on December 24, 2013).
10.12
Credit Agreement, between Apollo Medical Holdings, Inc. and NNA of Nevada, Inc., dated March 28, 2014 (filed as an exhibit to a Current
Report on Form 8-K on March 31, 2014).
10.13
Investment Agreement, between Apollo Medical Holdings, Inc. and NNA of Nevada, Inc., dated March 28, 2014 (filed as an exhibit to a
Current Report on Form 8-K on March 31, 2014).
10.14
10.15
10.16
Collateral Assignment of Physician Shareholder Agreement and Management Agreement, between Apollo Medical Holdings, Inc., Apollo
Medical Management, Inc., and NNA of Nevada, Inc., dated March 28, 2014 (acknowledged by ApolloMed Care Clinic, and Warren
Hosseinion, M.D.) (filed as an exhibit to a Current Report on Form 8-K on March 31, 2014).
Collateral Assignment of Physician Shareholder Agreement and Management Agreement, between Apollo Medical Holdings, Inc., Apollo
Medical Management, Inc., and NNA of Nevada, Inc., dated March 28, 2014 (acknowledged by Maverick Medical Group Inc. and Warren
Hosseinion, M.D.) (filed as an exhibit to a Current Report on Form 8-K on March 31, 2014).
Collateral Assignment of Physician Shareholder Agreement and Management Agreement, between Apollo Medical Holdings, Inc., Apollo
Medical Management, Inc., and NNA of Nevada, Inc., dated March 28, 2014 (acknowledged by ApolloMed Hospitalists and Warren
Hosseinion, M.D.) (filed as an exhibit to a Current Report on Form 8-K on March 31, 2014).
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
10.17
Shareholders Agreement, between Apollo Medical Holdings, Inc., Warren Hosseinion, M.D., Adrian Vazquez, M.D., and NNA of Nevada,
Inc., dated March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K on March 31, 2014).
10.18
Registration Rights Agreement, between Apollo Medical Holdings, Inc. and NNA of Nevada, Inc., dated March 28, 2014 (filed as an exhibit
to a Current Report on Form 8-K on March 31, 2014).
10.19+
Employment Agreement, between Apollo Medical Management, Inc. and Warren Hosseinion, M.D., dated March 28, 2014 (filed as an
exhibit to a Current Report on Form 8-K/A on April 3, 2014).
10.20+
Employment Agreement, between Apollo Medical Management, Inc. and Adrian Vazquez, M.D., dated March 28, 2014 (filed as an exhibit
to a Current Report on Form 8-K/A on April 3, 2014).
10.21+
Hospitalist Participation Service Agreement, between ApolloMed Hospitalists and Warren Hosseinion, M.D., dated March 28, 2014 (filed
as an exhibit to a Current Report on Form 8-K/A on April 3, 2014).
10.22+
Hospitalist Participation Service Agreement, between ApolloMed Hospitalists and Adrian Vazquez, M.D., dated March 28, 2014 (filed as
an exhibit to a Current Report on Form 8-K/A on April 3, 2014).
10.23+
Stock Option Agreement, between Warren Hosseinion, M.D. and Apollo Medical Holdings, Inc., dated March 28, 2014 (filed as an exhibit
to a Current Report on Form 8-K/A on April 3, 2014).
10.24+
Stock Option Agreement, between Adrian Vazquez, M.D. and Apollo Medical Holdings, Inc., dated March 28, 2014 (filed as an exhibit to a
Current Report on Form 8-K/A on April 3, 2014).
10.25
Amended and Restated Management Services Agreement, between Apollo Medical Management, Inc. and ApolloMed Care Clinic, dated
March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K/A on April 3, 2014).
10.26
Amended and Restated Management Services Agreement, between Apollo Medical Management, Inc. and Maverick Medical Group Inc.,
dated March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K/A on April 3, 2014).
10.27
Amended and Restated Management Services Agreement, between Apollo Medical Management, Inc. and ApolloMed Hospitalists, dated
10.28
10.29
10.30
March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K/A on April 3, 2014).
Physician Shareholder Agreement, granted and delivered by Warren Hosseinion, M.D., in favor of Apollo Medical Management, Inc. and
Apollo Medical Holdings, Inc., for the account of ApolloMed Care Clinic, dated March 28, 2014 (filed as an exhibit to a Current Report on
Form 8-K/A on April 3, 2014).
Physician Shareholder Agreement, granted and delivered by Warren Hosseinion, M.D., in favor of Apollo Medical Management, Inc. and
Apollo Medical Holdings, Inc., for the account of Maverick Medical Group, Inc., dated March 28, 2014 (filed as an exhibit to a Current
Report on Form 8-K/A on April 3, 2014).
Physician Shareholder Agreement, granted and delivered by Warren Hosseinion, M.D., in favor of Apollo Medical Management, Inc. and
Apollo Medical Holdings, Inc., for the account of ApolloMed Hospitalists, dated March 28, 2014 (filed as an exhibit to a Current Report on
Form 8-K/A on April 3, 2014).
10.31
Amendment No. 1 to Intercompany Revolving Loan Agreement, between Apollo Medical Management, Inc. and ApolloMed Care Clinic,
dated March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K/A on April 3, 2014).
10.32
Amendment No. 1 to Intercompany Revolving Loan Agreement, between Apollo Medical Management, Inc. and Maverick Medical Group
Inc., dated March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K/A on April 3, 2014).
10.33
Amendment No. 1 to Intercompany Revolving Loan Agreement, between Apollo Medical Management, Inc. and ApolloMed Hospitalists,
dated March 28, 2014 (filed as an exhibit to a Current Report on Form 8-K/A on April 3, 2014).
10.34+
Board of Directors Agreement dated March 7, 2012 by and between Apollo Medical Holdings, Inc., and Gary Augusta (filed as an exhibit to
an Annual Report on Form 10-K on May 8, 2014).
10.35+
Board of Directors Agreement dated February 15, 2012 by and between Apollo Medical Holdings, Inc., and Ted Schreck (filed as an
exhibit to an Annual Report on Form 10-K on May 8, 2014).
10.36+
Board of Directors Agreement dated October 22, 2012 by and between Apollo Medical Holdings, Inc., and Mitchell R. Creem (filed as an
exhibit to an Annual Report on Form 10-K on May 8, 2014).
10.37+
Consulting Agreement as of May 20, 2014 by and among Apollo Medical Holdings, Inc. and Bridgewater Healthcare Group, LLC (filed as
an exhibit to a Current Report on Form 8-K/A on July 3, 2014)
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
10.38+
Board of Directors Agreement dated May 22, 2013 by and between Apollo Medical Holdings, Inc., and Warren Hosseinion, M.D. (filed as
an exhibit to a Current Report on Form 8-K on September 16, 2014)
10.39
Contribution Agreement, dated as of October 27, 2014, by and between Dr. Sandeep Kapoor, M.D, Marine Metspakyan and Apollo
Palliative Services LLC (filed as an exhibit to a Current Report on Form 8-K on October 31, 2014).
10.40
Contribution Agreement, dated as of October 27, 2014, by and between Rob Mikitarian and Apollo Palliative Services LLC (filed as an
exhibit to a Current Report on Form 8-K on October 31, 2014).
10.41
Membership Interest Purchase Agreement, entered into as of October 27, 2014, by and among Apollo Palliative Services LLC, Apollo
Medical Holdings, Inc., Dr. Sandeep Kapoor, M.D., Marine Metspakyan and Best Choice Hospice Care, LLC (filed as an exhibit to a
Current Report on Form 8-K on October 31, 2014).
10.42
Stock Purchase Agreement entered into as of October 27, 2014, by and among Apollo Palliative Services LLC, Rob Mikitarian and Holistic
Care Home Health Agency, Inc. (filed as an exhibit to a Current Report on Form 8-K on October 31, 2014).
10.43
Second Amendment to Lease Agreement dated October 14, 2014 by and among Apollo Medical Holdings, Inc. and EOP-700 North Brand,
10.44
10.45
10.46+
10.47
10.48
10.49
LLC (filed as an exhibit on Quarterly Report on Form 10-Q on November 14, 2014).
Lease Agreement, dated July 22, 2014, by and between Numen, LLC and Apollo Medical Management, Inc. (filed as an exhibit to a
Current Report on Form 8-K/A on December 8, 2014).
First Amendment and Acknowledgement, dated as of February 6, 2015, among Apollo Medical Holdings, Inc., NNA of Nevada, Inc.,
Warren Hosseinion, M.D. and Adrian Vazquez, M.D. (filed as an exhibit to a Current Report on Form 8-K on February 10, 2015).
Board of Directors Agreement dated April 9, 2015 by and between Apollo Medical Holdings, Inc., and Lance Jon Kimmel (filed as an
exhibit to a Current Report on Form 8-K on April 13, 2015).
Amendment to the First Amendment and Acknowledgement, dated as of May 13, 2015, among Apollo Medical Holdings, Inc., NNA of
Nevada, Inc., Warren Hosseinion, M.D. and Adrian Vazquez, M.D. (filed as an exhibit to a Current Report on Form 8-K on May 15, 2015).
Amendment to the First Amendment and Acknowledgement, dated as of July 7, 2015, among Apollo Medical Holdings, Inc., NNA of
Nevada, Inc., Warren Hosseinion, M.D. and Adrian Vazquez, M.D. (filed as an exhibit to a Current Report on Form 8-K on July 10, 2015).
Waiver and Consent dated as of August 18, 2015 between Apollo Medical Holdings, Inc. and NNA of Nevada, Inc. (filed as an exhibit to a
Quarterly Report on Form 10-Q on August 19, 2015)
10.50
Securities Purchase Agreement dated October 14, 2015 between Apollo Medical Holdings, Inc. and Network Medical Management, Inc.
(filed as an exhibit to a Current Report on Form 8-K on October 19, 2015)
10.51
Second Amendment and Conversion Agreement dated as of November 17, 2015 between Apollo Medical Holdings, Inc., NNA of Nevada,
Inc., Warren Hosseinion, M.D. and Adrian Vazquez, M.D. (filed as an exhibit to a Current Report on Form 8-K on November 19, 2015)
10.52+
Board of Directors Agreement between Apollo Medical Holdings, Inc. and Thomas S. Lam, M.D. dated January 19, 2016 (filed as an
exhibit to a Current Report on Form 8-K on January 19, 2016
10.53+
First Amendment to Employment Agreement dated as of January 12, 2016 between Apollo Medical Management, Inc. and Warren
Hosseinion, M.D. (filed as an exhibit to a Current Report on Form 8-K on January 19, 2016)
10.54+
First Amendment to Employment Agreement dated as of January 12, 2016 between Apollo Medical Management, Inc. and Adrian
Vazquez, M.D. (filed as an exhibit to a Current Report on Form 8-K on January 19, 2016)
10.55+
Consulting Agreement dated January 12, 2016 between Apollo Medical Holdings, Inc. and Flacane Advisors, Inc. (filed as an exhibit to a
Current Report on Form 8-K on January 19, 2016)
10.56
Indemnification Agreement effective as of September 21, 2015 between Apollo Medical Holdings, Inc. and William Abbott (filed as an
exhibit to a Current Report on Form 8-K on January 19, 2016)
10.57+
Board of Directors Agreement dated January 12, 2016 between Apollo Medical Holdings, Inc. and Mark Fawcett (filed as an exhibit to a
Current Report on Form 8-K/A on February 2, 2016)
10.58
Securities Purchase Agreement dated March 30, 2016 between Apollo Medical Holdings, Inc. and Network Medical Management, Inc.
(filed as an exhibit to a Current Report on Form 8-K on April 4, 2016)
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
10.59
10.60
10.61
10.62
10.63
10.64
10.65
10.66
2015 Equity Incentive Plan
Asset Purchase Agreement dated January 12, 2016 among Apollo Medical Holdings, Inc., Apollo Care Connect, Inc. and Healarium, Inc.
Amendment No.2 to Intercompany Revolving Loan Agr4eement dated March 30, 2016 between Apollo Medical Management, Inc. and
Maverick Medical Group, Inc.
Amended and Restated Subordination Agreement between Apollo Medical Management, Inc. and Maverick Medical Group, Inc.
Stock Purchase Agreement dated as of March 1, 2016 by and among Robert Tracy, D.O., Inc., ApolloMed Care Clinic and Warren
Hosseinion, M.D. as nominee for Apollo Medical Management, Inc. (filed as an exhibit to a Current Report on Form 8-K on June 28, 2016)
Non-Interest Bearing Secured Promissory Note dated March 1, 2016 (filed as an exhibit to a Current Report on Form 8-K on June 28,
2016)
First Amendment to Stock Purchase Agreement and to Non-Interest Bearing Promissory Note dated as of March 1, 2016 by and among
Robert Tracy, D.O., Inc., ApolloMed Care Clinic and Warren Hosseinion, M.D. as nominee for Apollo Medical Management, Inc. (filed as
an exhibit to a Current Report on Form 8-K on June 28, 2016)
Membership Interest Purchase Agreement and Release dated as of December 9, 2015 between Apollo Medical Holdings, Inc., Apollo
Medical Management, Inc., Apollo Palliative Services LLC and Sandeep Kapoor, M.D.
10.67+
Amended and Restated Employment Agreement made as of June 29, 2016 by and between Apollo Medical Management, Inc. and
10.68+
10.69+
10.70+
10.71
10.72+
10.73
Warren Hosseinion, M.D.
Amended and Restated Employment Agreement made as of June 29, 2016 by and between Apollo Medical Management, Inc. and Adrian
Vazquez, M.D.
Amended and Restated Hospitalist Participation Service Agreement made as of June 29, 2016 by and between ApolloMed Hospitalists, a
Medical Corporation, and Warren Hosseinion, M.D.
Amended and Restated Hospitalist Participation Service Agreement made as of June 29, 2016 by and between ApolloMed Hospitalists, a
Medical Corporation, and Adrian Vazquez, M.D.
Third Amendment dated June 28, 2016 between Apollo Medical Holdings, Inc. and NNA of Nevada, Inc.
Employment Agreement by and between Apollo Medical Management, Inc. and Mihir Shah dated July 21, 2016 (filed as an exhibit to a
Current Report on Form 8-K on July 26, 2016)
Stock Purchase Agreement dated as of November 4, 2016 by and among BAHA Acquisition, A Medical Corporation, a California
professional corporation; Bay Area Hospitalist Associates, A Medical Corporation, a California professional corporation; and Scott
Enderby, D.O. (filed as an exhibit to a Current Report on Form 8-K on November 10, 2016)
10.74
Employment Agreement dated as of November 4, 2016 by and between Bay Area Hospitalist Associates, Inc., a California professional
corporation and Scott Enderby (filed as an exhibit to a Current Report on Form 8-K on November 10, 2016)
10.75
10.76
Non-Competition Agreement dated as of November 4, 2016 by and between Bay Area Hospitalist Associates, A Medical Corporation, a
California professional corporation and Scott Enderby, D.O. (filed as an exhibit to a Current Report on Form 8-K on November 10, 2016)
Intercompany Revolving Loan Agreement dated as of July 22, 2016 by and between Apollo Medical Management, Inc. and Bay Area
Hospitalist Associates, a Medical Corporation (filed as an exhibit to a Quarterly Report on Form 10-Q on November 14, 2016)
10.77
Intercompany Revolving Loan Agreement dated as of November 22, 2016 by and between Apollo Medical Management, Inc. and
Maverick Medical Group, Inc. (filed as an exhibit to the Current Report on Form 8-K on November 29, 2016)
10.78
Subordination Agreement dated as of November 22, 2016 by and between Apollo Medical Management, Inc. and Maverick Medical
Group, Inc. (filed as an exhibit to the Current Report on Form 8-K on November 29, 2016)
10.79+
Employment Agreement dated December 20, 2016 between Apollo Medical Management, Inc. and Warren Hosseinion, M.D. (filed as an
exhibit to a Current Report on Form 8-K on December 22, 2016)
10.80+
Employment Agreement dated December 20, 2016 between Apollo Medical Management, Inc. and Gary Augusta (filed as an exhibit to a
Current Report on Form 8-K on December 22, 2016)
10.81+
Employment Agreement dated December 20, 2016 between Apollo Medical Management, Inc. and Mihir Shah (filed as an exhibit to a
Current Report on Form 8-K on December 22, 2016)
10.82+
Employment Agreement dated December 20, 2016 between Apollo Medical Management, Inc. and Adrian Vazquez, M.D. (filed as an
exhibit to a Current Report on Form 8-K on December 22, 2016)
10.83
10.84
Next Generation ACO Model Participation Agreement (filed as an exhibit to a Current Report on Form 8-K on January 20, 2017)
Promissory Note dated as of January 3, 2017 between Apollo Medical Holdings, Inc. and Network Medical Management, Inc. (filed as an
exhibit to a Current Report on Form 8-K on February 13, 2017)
10.85
Promissory Note (Term Loan) issued November 17, 2016 to Liviu Chindris, M.D. in the principal amount of $400,000.00 (filed as an exhibit
to a Quarterly Report on Form 10-Q on February 14, 2017)
10.86
Securities Purchase Agreement dated as of March 30, 2017 between Apollo Medical Holdings, Inc. and Alliance Apex, LLC (filed as an
exhibit to a Current Report on Form 8-K on April 5, 2017)
10.87
Convertible Promissory Note dated March 30, 2017 issued to Alliance Apex, LLC in the principal amount of $4,990,000 (filed as an exhibit
to a Current Report on Form 8-K on April 5, 2017)
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
10.88
10.89
10.90
10.91
10.92
10.93
10.94
21.1*
23.1*
31.1*
31.2*
32*
Fourth Amendment to Registration Rights Agreement between Apollo Medical Holdings, Inc. and NNA of Nevada, Inc., dated as of April
26, 2017 (filed as an exhibit to a Current Report on Form 8-K on April 28, 2017)
Management Services Agreement dated as of July 1, 2011 between Pulmonary Critical Care Management, Inc. and Los Angeles Lung
Center, a California Medical Corporation (filed As an exhibit to a Current Report on Form 8-K on May 23, 2017)
Amendment No.1 dated as of January 1, 2017 to Management Services Agreement between Pulmonary Critical Care Management, Inc.
and Los Angeles Lung Center, a California Medical Corporation (filed As an exhibit to a Current Report on Form 8-K on May 23, 2017)
Amendment No.2 dated as of March 24, 2017 to Management Services Agreement between Pulmonary Critical Care Management, Inc.
and Los Angeles Lung Center, a California Medical Corporation (filed As an exhibit to a Current Report on Form 8-K on May 23, 2017)
Management Services Agreement dated as of August 1, 2012 between Verdugo Medical Management, Inc. and Eli E. Hendel, M.D., a
Medical Corporation, a California Medical Corporation (filed As an exhibit to a Current Report on Form 8-K on May 23, 2017)
Amendment No.1 dated as of January 1, 2017 to Management Services Agreement between Verdugo Medical Management, Inc. and Eli
E. Hendel, M.D., a Medical Corporation, a California Medical Corporation (filed As an exhibit to a Current Report on Form 8-K on May 23,
2017)
Amendment No.2 dated as of March 24, 2017 to Management Services Agreement between Verdugo Medical Management, Inc. and Eli
E. Hendel, M.D., a Medical Corporation, a California Medical Corporation (filed As an exhibit to a Current Report on Form 8-K on May 23,
2017)
Subsidiaries of Apollo Medical Holdings, Inc.
Consent of BDO USA, LLP
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14
under the Securities Exchange Act of 1934
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under
the Securities Exchange Act of 1934
Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
101.INS*
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
*
+
Filed herewith
Management contract or compensatory plan, contract or arrangement
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Subsidiaries of Apollo Medical Holdings, Inc.
(100% direct/indirect ownership unless indicated)
Name
Jurisdiction of Incorporation
EXHIBIT 21.1
Apollo Medical Management, Inc.
Pulmonary Critical Care Management, Inc.
Verdugo Medical Management, Inc.
Apollo Care Connect, Inc.
APA ACO, Inc.*
ApolloMed Accountable Care Organization, Inc.**
Apollo Palliative Services, LLC***
Best Choice Hospice Care, LLC***
Holistic Care Home Health Agency, Inc.***
* 50% ownership
** 80% ownership
***56% ownership
Delaware
California
California
Delaware
Delaware
California
California
California
California
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Consent of Independent Registered Public Accounting Firm
Exhibit 23.1
Apollo Medical Holdings, Inc.
Glendale, California
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-153138 and 333-217719) of Apollo
Medical Holdings, Inc. of our report dated June 29, 2017, relating to the consolidated financial statements of Apollo Medical Holdings, Inc.
(“Company”), which appears in this Form 10-K. Our report contains an explanatory paragraph regarding the Company's ability to continue as a
going concern.
/s/ BDO USA, LLP
Los Angeles, California
June 29, 2017
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
EXHIBIT 31.1
I, Warren Hosseinion, certify that:
1. I have reviewed this Annual Report on Form 10-K of Apollo Medical Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant
and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: June 29, 2017
/S/ WARREN HOSSEINION
Warren Hosseinion
Chief Executive Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
EXHIBIT 31.2
I, Mihir Shah, certify that:
1. I have reviewed this Annual Report on Form 10-K of Apollo Medical Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant
and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: June 29, 2017
/S/ MIHIR SHAH
Mihir Shah
Chief Financial Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Certification of Periodic Financial Report by the Chief Executive Officer and
Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EXHIBIT 32
Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned
Chief Executive Officer and Chief Financial Officer of Apollo Medical Holdings, Inc. (the “Company”), hereby certify, based on my knowledge, that the Annual
Report on Form 10-K of the Company for the year ended March 31, 2017 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities
Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
the Company.
Date: June 29, 2017
Date: June 29, 2017
/S/ WARREN HOSSEINION
Warren Hosseinion
Chief Executive Officer
/S/ MIHIR SHAH
Mihir Shah
Chief Financial Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.