Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 16, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37392 | ||
Entity Registrant Name | Apollo Medical Holdings, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 95-4472349 | ||
Entity Address, Address Line One | 1668 S. Garfield Avenue | ||
Entity Address, Address Line Two | 2nd Floor | ||
Entity Address, City or Town | Alhambra | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 91801 | ||
City Area Code | 626 | ||
Local Phone Number | 282-0288 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | AMEH | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2.4 | ||
Entity Common Stock, Shares Outstanding (in shares) | 55,956,280 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for the 2022 annual meeting of the stockholders of the registrant are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission (the “SEC”) within 120 days of the registrant’s fiscal year ended December 31, 2021. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001083446 |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Audit Information [Abstract] | ||
Auditor Name | Ernst and Young, LLP | BDO USA, LLP |
Auditor Location | Los Angeles, California | Los Angeles, California |
Auditor Firm ID | 42 | 243 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets | |||
Cash and cash equivalents | $ 233,097 | $ 193,470 | |
Investment in marketable securities | 53,417 | 67,695 | |
Receivables, net | 10,608 | 7,058 | |
Receivables, net – related parties | 69,376 | 49,260 | |
Other receivables | 9,647 | 4,297 | |
Prepaid expenses and other current assets | 18,637 | 16,797 | |
Loan receivable - related party | 4,000 | 0 | |
Total current assets | 398,782 | 338,577 | |
Non-current assets | |||
Land, property and equipment, net | 53,186 | 29,890 | |
Intangible assets, net | 82,807 | 86,985 | |
Goodwill | 253,039 | 239,053 | |
Loans receivable | 569 | 480 | |
Loans receivable – related parties | 0 | 4,145 | |
Investments in other entities – equity method | 41,715 | 43,292 | |
Investments in privately held entities | 896 | 37,075 | |
Restricted cash | 0 | 500 | |
Operating lease right-of-use assets | 15,441 | 18,574 | |
Other assets | 5,928 | 18,915 | |
Total non-current assets | 453,581 | 478,909 | |
Total assets | [1] | 852,363 | 817,486 |
Current liabilities | |||
Accounts payable and accrued expenses | 43,951 | 36,143 | |
Fiduciary accounts payable | 10,534 | 9,642 | |
Medical liabilities | 55,783 | 50,330 | |
Income taxes payable | 652 | 4,224 | |
Dividend payable | 556 | 485 | |
Finance lease liabilities | 486 | 102 | |
Operating lease liabilities | 2,629 | 3,177 | |
Current portion of long-term debt | 780 | 10,889 | |
Total current liabilities | 115,371 | 114,992 | |
Non-current liabilities | |||
Deferred tax liability | 9,127 | 10,959 | |
Finance lease liabilities, net of current portion | 973 | 311 | |
Operating lease liabilities, net of current portion | 13,198 | 15,865 | |
Long-term debt, net of current portion and deferred financing costs | 182,917 | 230,211 | |
Other long-term liabilities | 14,777 | 0 | |
Total non-current liabilities | 220,992 | 257,346 | |
Total liabilities | [1] | 336,363 | 372,338 |
Commitments and contingencies (Note 14) | |||
Mezzanine equity | |||
Non-controlling interest in Allied Physicians of California, a Professional Medical Corporation (“APC”) | 55,510 | 114,237 | |
Stockholders’ equity | |||
Common stock, par value $0.001; 100,000,000 shares authorized,44,630,873and 42,249,137 shares outstanding, excluding 10,925,702 and 12,323,164 treasury shares, at December 31, 2021 and 2020, respectively | 45 | 42 | |
Additional paid-in capital | 310,876 | 261,011 | |
Retained earnings | 143,629 | 69,771 | |
Stockholders' equity attributable to parent | 454,550 | 330,824 | |
Non-controlling interest | 5,940 | 87 | |
Total stockholders’ equity | 460,490 | 330,911 | |
Total liabilities, mezzanine equity, and stockholders’ equity | 852,363 | 817,486 | |
Series A Preferred stock, par value $0.001; 5,000,000 shares authorized (inclusive of Series B Preferred stock); 1,111,111 issued and zero outstanding | |||
Stockholders’ equity | |||
Preferred stock | 0 | 0 | |
Series B Preferred stock, par value $0.001; 5,000,000 shares authorized (inclusive of Series A Preferred stock); 555,555 issued and zero outstanding | |||
Stockholders’ equity | |||
Preferred stock | $ 0 | $ 0 | |
[1] | The Company’s consolidated balance sheets include the assets and liabilities of its consolidated VIEs. The consolidated balance sheets include total assets that can be used only to settle obligations of the Company’s consolidated VIEs totaling $567.0 million and $576.1 million as of December 31, 2021 and December 31, 2020, respectively, and total liabilities of the Company’s consolidated VIEs for which creditors do not have recourse to the general credit of the primary beneficiary of $91.7 million and $88.6 million as of December 31, 2021 and December 31, 2020, respectively. These VIE balances do not include $802.8 million of investment in affiliates and $6.6 million of amounts due from affiliates as of December 31, 2021 and $225.1 million of investment in affiliates and $22.7 million of amounts due to affiliates as of December 31, 2020 as these are eliminated upon consolidation and not presented within the consolidated balance sheets. See Note 18 – “Variable Interest Entities (VIEs)” for further detail. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Common stock, shares outstanding (in shares) | 44,630,873 | 42,249,137 | |
Treasury stock, common, shares (in shares) | 10,925,702 | 12,323,164 | |
Assets | [1] | $ 852,363 | $ 817,486 |
Liabilities | [1] | $ 336,363 | $ 372,338 |
Common Stock | |||
Common stock, shares outstanding (in shares) | 44,630,873 | 42,249,137 | |
Primary Beneficiary | |||
Assets | $ 567,000 | $ 576,100 | |
Liabilities | 91,700 | 88,600 | |
Investments in affiliates | 802,800 | 6,600 | |
Amounts due from affiliates* | $ 225,100 | $ 22,700 | |
Series A Preferred Stock | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued (in shares) | 1,111,111 | 1,111,111 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Series B Preferred Stock | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued (in shares) | 555,555 | 555,555 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
[1] | The Company’s consolidated balance sheets include the assets and liabilities of its consolidated VIEs. The consolidated balance sheets include total assets that can be used only to settle obligations of the Company’s consolidated VIEs totaling $567.0 million and $576.1 million as of December 31, 2021 and December 31, 2020, respectively, and total liabilities of the Company’s consolidated VIEs for which creditors do not have recourse to the general credit of the primary beneficiary of $91.7 million and $88.6 million as of December 31, 2021 and December 31, 2020, respectively. These VIE balances do not include $802.8 million of investment in affiliates and $6.6 million of amounts due from affiliates as of December 31, 2021 and $225.1 million of investment in affiliates and $22.7 million of amounts due to affiliates as of December 31, 2020 as these are eliminated upon consolidation and not presented within the consolidated balance sheets. See Note 18 – “Variable Interest Entities (VIEs)” for further detail. |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||
Total revenue | $ 773,915 | $ 687,180 | $ 560,618 |
Operating expenses | |||
Cost of services, excluding depreciation and amortization | 596,142 | 539,211 | 467,805 |
General and administrative expenses | 62,077 | 49,116 | 41,482 |
Depreciation and amortization | 17,517 | 18,350 | 18,280 |
Provision for doubtful accounts | 0 | 0 | (1,363) |
Impairment of goodwill and intangible assets | 0 | 0 | 1,994 |
Total expenses | 675,736 | 606,677 | 528,198 |
Income from operations | 98,179 | 80,503 | 32,420 |
Other (expense) income | |||
(Loss) income from equity method investments | (4,306) | 3,694 | (6,901) |
Gain on sale of equity method investment | 2,193 | 99,839 | 0 |
Interest expense | (5,394) | (9,499) | (4,733) |
Interest income | 1,571 | 2,813 | 2,024 |
Unrealized loss on investments | (10,745) | 0 | 0 |
Other (loss) income | (3,750) | 1,077 | 3,030 |
Total other (expense) income, net | (20,431) | 97,924 | (6,580) |
Income before provision for income taxes | 77,748 | 178,427 | 25,840 |
Provision for income taxes | 28,454 | 56,107 | 8,167 |
Net income | 49,294 | 122,320 | 17,673 |
Net (loss) income attributable to noncontrolling interests | (24,564) | 84,454 | 3,557 |
Net income attributable to Apollo Medical Holdings, Inc. | $ 73,858 | $ 37,866 | $ 14,116 |
Earnings per share – basic (in dollars per share) | $ 1.69 | $ 1.04 | $ 0.41 |
Earnings per share – diluted (in dollars per share) | $ 1.63 | $ 1.01 | $ 0.39 |
Capitation, net | |||
Revenue | |||
Total revenue | $ 593,224 | $ 557,326 | $ 454,168 |
Risk pool settlements and incentives | |||
Revenue | |||
Total revenue | 111,627 | 77,367 | 51,098 |
Management fee income | |||
Revenue | |||
Total revenue | 35,959 | 34,850 | 34,668 |
Fee-for-service, net | |||
Revenue | |||
Total revenue | 26,564 | 12,683 | 15,475 |
Other income | |||
Revenue | |||
Total revenue | $ 6,541 | $ 4,954 | $ 5,209 |
CONSOLIDATED STATEMENTS OF MEZZ
CONSOLIDATED STATEMENTS OF MEZZANINE AND STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock Outstanding | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Noncontrolling Interest | Noncontrolling InterestMezzanine Equity – Non-controlling Interest in APC |
Temporary equity, carrying amount, beginning balance at Dec. 31, 2018 | $ 225,117,000 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Net income | 1,808,000 | |||||
Repurchase of treasury shares | (283,000) | |||||
Share-based compensation | 607,000 | |||||
Stock subscription | 754,000 | |||||
Shares issued in connection with business acquisition | 414,000 | |||||
Cost of equity issuance of preferred shares | (878,000) | |||||
Dividends | (60,000,000) | |||||
Reclassification of options liability to equity | 1,185,000 | |||||
Temporary equity, carrying amount, ending balance at Dec. 31, 2019 | 168,724,000 | |||||
Balance at beginning at Dec. 31, 2018 | 181,545,000 | $ 35,000 | $ 162,723,000 | $ 17,788,000 | $ 999,000 | |
Balance at beginning (in shares) at Dec. 31, 2018 | 34,578,040 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 15,866,000 | 14,117,000 | 1,749,000 | |||
Repurchase of treasury shares (in shares) | (601,581) | |||||
Repurchase of treasury shares | (7,287,000) | $ (1,000) | (7,286,000) | |||
Noncontrolling interest capital charge | 28,000 | 28,000 | ||||
Share-based compensation | 940,000 | $ 1,599 | 940,000 | |||
Shares issued for exercise of options and warrants (in shares) | 418,619 | |||||
Shares issued for exercise of options and warrants | 3,233,000 | 3,233,000 | ||||
Dividends | (1,990,000) | (1,990,000) | ||||
Reclassification of options liability to equity | 0 | |||||
Issuance of 50% holdback shares (shares) | 1,511,380 | |||||
Issuance of 50% holdback shares | $ 2,000 | (2,000) | ||||
Balance at ending at Dec. 31, 2019 | 192,335,000 | $ 36,000 | 159,608,000 | 31,905,000 | 786,000 | |
Balance at ending (in shares) at Dec. 31, 2019 | 35,908,057 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Net income | 83,621,000 | |||||
Distribution to noncontrolling interest | (1,037,000) | |||||
Dividends | (137,071,000) | |||||
Temporary equity, carrying amount, ending balance at Dec. 31, 2020 | 114,237,000 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 38,699,000 | 37,866,000 | 833,000 | |||
Repurchase of treasury shares (in shares) | (16,897) | |||||
Repurchase of treasury shares | (301,000) | $ 0 | (301,000) | |||
Share-based compensation | 3,383,000 | 3,383,000 | ||||
Cancellation of restricted stock awards | (236,000) | (236,000) | ||||
Dividends (shares) | 4,984,050 | |||||
Dividends | 85,539,000 | $ 5,000 | 87,066,000 | (1,532,000) | ||
Shares issued for vesting of restricted stock awards (in shares) | 66,788 | |||||
Shares issued for vesting of restricted stock awards | 0 | |||||
Shares issued for cashless exercise of warrants (in shares) | 66,517 | |||||
Shares issued for cashless exercise of warrants | 0 | |||||
Shares issued for exercise of options and warrants (in shares) | 1,240,622 | |||||
Shares issued for exercise of options and warrants | 11,492,000 | $ 1,000 | 11,491,000 | |||
Balance at ending at Dec. 31, 2020 | $ 330,911,000 | $ 42,000 | 261,011,000 | 69,771,000 | 87,000 | |
Balance at ending (in shares) at Dec. 31, 2020 | 42,249,137 | 42,249,137 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Net income | $ (27,331,000) | |||||
Sale of non-controlling interest | $ 150,000 | |||||
Dividends | (30,000,000) | |||||
Temporary equity, carrying amount, ending balance at Dec. 31, 2021 | 55,510,000 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 76,625,000 | 73,858,000 | 2,767,000 | |||
Repurchase of treasury shares (in shares) | (174,158) | |||||
Repurchase of treasury shares | (5,738,000) | (5,738,000) | ||||
Noncontrolling interest capital charge | 48,000 | 48,000 | ||||
Share-based compensation | 6,745,000 | 6,745,000 | ||||
Purchase of noncontrolling interest | (75,000) | (75,000) | $ (1,546,000) | |||
Cancellation of restricted stock awards (shares) | (10,707) | |||||
Cancellation of restricted stock awards | (334,000) | (334,000) | ||||
Shares issued for vesting of restricted stock awards (in shares) | 29,973 | |||||
Shares issued for vesting of restricted stock awards | 0 | |||||
Shares issued for exercise of options and warrants (in shares) | 898,583 | |||||
Shares issued for exercise of options and warrants | 9,061,000 | $ 1,000 | 9,060,000 | |||
Sale of shares by noncontrolling interest (in shares) | 1,638,045 | |||||
Sale of shares by noncontrolling interest | 40,134,000 | $ 2,000 | 40,132,000 | |||
Investment in non-controlling interest | 3,769,000 | 3,769,000 | ||||
Acquisition of non-controlling interest | 500,000 | 500,000 | ||||
Dividends | (1,156,000) | (1,156,000) | ||||
Balance at ending at Dec. 31, 2021 | $ 460,490,000 | $ 45,000 | $ 310,876,000 | $ 143,629,000 | $ 5,940,000 | |
Balance at ending (in shares) at Dec. 31, 2021 | 44,630,873 | 44,630,873 |
CONSOLIDATED STATEMENTS OF ME_2
CONSOLIDATED STATEMENTS OF MEZZANINE AND STOCKHOLDERS' EQUITY (Parenthetical) | 12 Months Ended |
Dec. 31, 2019 | |
Holdback shares | |
Vesting percentage | 50.00% |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net income | $ 49,294 | $ 122,320 | $ 17,673 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 17,517 | 18,350 | 18,280 |
Amortization of debt issuance cost | 1,078 | 1,347 | 473 |
Other | 189 | 0 | 0 |
Loss of disposal of property and equipment | 0 | 91 | 0 |
Impairment of goodwill and intangible assets | 0 | 0 | 1,994 |
Provision for doubtful accounts | 0 | 0 | (1,363) |
Share-based compensation | 6,745 | 3,383 | 1,547 |
Gain on sale of equity method investment | (2,193) | (99,839) | 0 |
Gain on consolidation of equity method investment | (2,752) | 0 | 0 |
Gain on contingent equity securities | (4,270) | 0 | 0 |
Gain on loan assumption | 0 | 0 | (2,250) |
Unrealized loss (gain) from investment in equity securities | 10,845 | 11 | (9) |
Gain from investment in warrants | (1,145) | 0 | |
Loss in interest rate swaps | 1,071 | 0 | 0 |
Impairment of beneficial interest | 15,723 | 0 | 0 |
Loss (income) from equity method investments, net | 4,306 | (3,694) | 6,901 |
Deferred tax | (5,952) | (6,620) | (6,801) |
Changes in operating assets and liabilities, net of acquisition amounts: | |||
Receivable, net | (1,518) | 4,134 | 10,714 |
Receivable, net – related parties | (20,116) | (1,123) | (1,435) |
Other receivable | (5,351) | 12,589 | (15,079) |
Prepaid expenses and other current assets | 2,708 | (6,432) | (2,756) |
Right-of-use assets | 3,133 | 3,325 | 2,480 |
Other assets | (1,529) | (5,530) | (572) |
Accounts payable and accrued expenses | 3,217 | 8,204 | (4,883) |
Fiduciary accounts payable | 892 | 7,615 | 488 |
Medical liabilities | 5,279 | (8,691) | (2,392) |
Income taxes payable | (3,621) | (304) | (7,093) |
Operating lease liabilities | (3,215) | (2,973) | (2,244) |
Net cash provided by operating activities | 70,335 | 46,163 | 13,673 |
Cash flows from investing activities | |||
Purchases of marketable securities | (28,000) | (1,793) | (115,402) |
Proceeds from sale of marketable securities | 67,612 | 50,625 | 0 |
Proceeds from repayment of loans receivable - related parties | 56 | 16,500 | 0 |
Advances on loans receivable | 0 | (145) | (11,425) |
Dividends received from equity method investments | 0 | 0 | 240 |
Proceeds from sale of fixed assets | 0 | 50 | 0 |
Payments for business acquisition, net of cash acquired | (2,585) | (11,354) | (49,403) |
Purchases of investments in privately held entities | 0 | 0 | (491) |
Proceeds from sale of equity method investment | 6,375 | 52,743 | 0 |
Purchases of investments – equity method | (13,622) | (9,969) | (3,108) |
Purchases of property and equipment | (19,223) | (1,164) | (1,042) |
Cash recorded from consolidation of VIE | 5,927 | 0 | 0 |
Net cash provided by (used in) investing activities | 16,540 | 95,493 | (180,631) |
Cash flows from financing activities | |||
Dividends paid | (31,089) | (51,319) | (61,717) |
Repayment of term loan | 0 | (9,500) | 0 |
Change in non-controlling interest capital | 48 | 0 | 28 |
Borrowings on long-term debt | 569 | 0 | 250,000 |
Borrowings on line of credit | 180,000 | 0 | 39,600 |
Repayments on long-term debt | (201) | 0 | (2,375) |
Repayments on bank loan and lines of credit | (238,125) | 0 | (52,640) |
Payment of capital lease obligations | (208) | (105) | (102) |
Proceeds from exercise of stock options and warrants | 9,061 | 10,802 | 3,123 |
Proceeds from sale of shares | 40,134 | 0 | 0 |
Proceeds from common stock offering | 0 | 0 | 755 |
Repurchase of common shares | (5,739) | (537) | (7,570) |
Distribution to non-controlling interest | (1,471) | (1,037) | 0 |
Cost of debt and equity issuances | (727) | 0 | (5,771) |
Net cash (used in) provided by financing activities | (47,748) | (51,696) | 163,331 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 39,127 | 89,960 | (3,627) |
Cash, cash equivalents, and restricted cash, beginning of year | 193,970 | 104,010 | 107,637 |
Cash, cash equivalents and restricted cash, end of year | 233,097 | 193,970 | 104,010 |
Supplemental disclosures of cash flow information | |||
Cash paid for income taxes | 37,201 | 62,002 | 20,200 |
Cash paid for interest | 4,158 | 8,510 | 4,258 |
Supplemental disclosures of non-cash investing and financing activities | |||
Issuance of financing obligation for business combinations | 12,706 | 0 | 0 |
Cashless exercise of warrants | 0 | 599 | 0 |
Cancellation of Restricted Stock Awards | 334 | 0 | 0 |
Dividend declared included in dividend payable | 71 | 485 | 271 |
Reclassification of liability for equity shares | 0 | 0 | 1,185 |
Deferred tax liability adjustment related to warrant exercises | 0 | 690 | 0 |
Preferred shares received from sale of equity method investment | 0 | 36,179 | 0 |
Beneficial interest acquired from sale of equity method investment | 0 | 15,723 | 0 |
Reconciliation of cash, cash equivalents, and restricted cash | |||
Cash and cash equivalents | 233,097 | 193,470 | 103,189 |
Restricted cash – long-term - letters of credit | 0 | 500 | 746 |
Restricted cash – short-term | 0 | 0 | 75 |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | 233,097 | 193,970 | 104,010 |
Affiliated Entity | APC | |||
Supplemental disclosures of non-cash investing and financing activities | |||
APC stock issued in exchange for AMG | $ 0 | $ 0 | $ 414 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Apollo Medical Holdings, Inc. (“ApolloMed”) is a leading physician-centric, technology-powered, risk-bearing healthcare company. Leveraging its proprietary end-to-end technology solutions, ApolloMed operates an integrated healthcare delivery platform that enables providers to successfully participate in value-based care arrangements, thus empowering them to deliver high-quality care to patients in a cost-effective manner. ApolloMed was merged with Network Medical Management (“NMM”) in December 2017 (the “2017 Merger”). As a result of the 2017 Merger, NMM became a wholly owned subsidiary of ApolloMed, and the former NMM shareholders own a majority of the issued and outstanding common stock of ApolloMed and maintain control of the board of directors of ApolloMed. Unless the context dictates otherwise, references in these notes to the financial statements, the “Company,” “we,” “us,” “our,” and similar words are references to ApolloMed and its consolidated subsidiaries and affiliated entities, as appropriate, including its consolidated variable interest entities (“VIEs”). Headquartered in Alhambra, California, ApolloMed’s subsidiaries and VIEs include management services organizations (“MSOs”), affiliated independent practice associations (“IPAs”) and a Next Generation Accountable Care Organization (“NGACO”). NMM and Apollo Medical Management, Inc. (“AMM”) are the administrative and managerial services companies for the affiliated physician-owned professional corporations that contract with independent physicians to deliver medical services in-office and virtually. Allied Physicians of California, a Professional Medical Corporation d.b.a. Allied Pacific of California IPA (“APC”), Alpha Care Medical Group, Inc. (“Alpha Care”), Accountable Health Care IPA (“Accountable Health Care”), and Access Primary Care Medical Group (“APCMG”) are the affiliated IPA groups that provide medical services. These affiliated IPAs are supported by ApolloMed Hospitalists, a Medical Corporation (“AMH”) and Southern California Heart Centers, a Medical Corporation (“SCHC”). The Company’s NGACO operates under the APA ACO, Inc. (“APAACO”) brand and participates in the Centers for Medicare & Medicaid Services (“CMS”) program that allows provider groups to assume higher levels of financial risk and potentially achieve a higher reward from participation in the program’s attribution-based risk-sharing model. The Company provides care coordination services to each major constituent of the healthcare delivery system, including patients, families, primary care physicians, specialists, acute care hospitals, alternative sites of inpatient care, physician groups, and health plans. The Company’s physician network consists of primary care physicians, specialist physicians, and hospitalists. AMM, a wholly owned subsidiary of ApolloMed, manages affiliated medical groups, AMH and SCHC. AMH provides hospitalist, intensivist, and physician advisory services. SCHC is a specialty clinic that focuses on cardiac care and diagnostic testing. NMM was formed in 1994 as an MSO for the purposes of providing management services to medical companies and IPAs. The management services primarily include billing, collection, accounting, administration, quality assurance, marketing, compliance, and education. Following a business combination, NMM became a wholly owned subsidiary of ApolloMed in December 2017. APC was incorporated in 1992 for the purpose of arranging healthcare services as an IPA. APC has contracts with various health maintenance organizations (“HMOs”) and other licensed healthcare service plans as defined in the California Knox-Keene Health Care Service Plan Act of 1975. Each HMO negotiates a fixed amount per member per month (“PMPM”) that is to be paid to APC. In return, APC arranges for the delivery of healthcare services by contracting with physicians or professional medical corporations for primary care and specialty care services. APC assumes the financial risk of the cost of delivering healthcare services in excess of the fixed amounts received. Some of the risk is transferred to the contracted physicians or professional corporations. The risk is also minimized by stop-loss provisions in contracts with HMOs. In July 1999, APC entered into an amended and restated management and administrative services agreement with NMM (amending an initial management services agreement that was entered into in 1997) for an initial fixed term of 30 years. In accordance with relevant accounting guidance, APC is determined to be a VIE of the Company as NMM is the primary beneficiary with the ability to direct the activities (excluding clinical decisions) that most significantly affect APC’s economic performance through its majority representation on the APC Joint Planning Board; therefore APC is consolidated by NMM. AP-AMH Medical Corporation (“AP-AMH”) and AP-AMH 2 Medical Corporation (“AP-AMH 2”) were formed in May 2019 and July 2021, respectively, as a designated shareholder professional corporation. Dr. Thomas Lam, a shareholder, and the Chief Executive Officer and Chief Financial Officer of APC and Co-Chief Executive Officer of ApolloMed, is the sole shareholder of AP-AMH and AP-AMH 2. ApolloMed makes all the decisions on behalf of AP-AMH and AP-AMH 2 and funds and receives all the distributions from its operations. ApolloMed has the right to receive benefits from the operations of AP-AMH and AP-AMH 2 and has the option, but not the obligation, to cover its losses. Therefore, AP-AMH and AP-AMH 2 is controlled by and consolidated by ApolloMed as the primary beneficiary of this VIE. In September 2019, ApolloMed completed the following series of transactions with its affiliates, AP-AMH and APC: 1. A $545.0 million loan to AP-AMH, pursuant to a 10-year secured loan agreement (the “AP-AMH Loan”). The loan bears interest at a rate of 10% per annum simple interest, is not prepayable, (except in certain limited circumstances), requires quarterly payments of interest only in arrears, and is secured by a first priority security interest in all of AP-AMH’s assets. To the extent that AP-AMH is unable to make any interest payment when due because it has received dividends on the APC Series A Preferred Stock insufficient to pay in full such interest payment, then the outstanding principal amount of the loan will be increased by the amount of any such accrued but unpaid interest, and any such increased principal amounts will bear interest at the rate of 10.75% per annum simple interest. 2. A $545.0 million private placement, where AP-AMH purchased 1,000,000 shares of APC Series A Preferred Stock which entitle AP-AMH to receive preferential, cumulative dividends that accrue on a daily basis. During the year ended December 31, 2021 and 2020, APC distributed $55.1 million and $30.4 million, respectively, as preferred returns. 3. A $300.0 million private placement, where APC purchased 15,015,015 shares of the Company’s common stock and in connection therewith, the Company granted APC certain registration rights with respect to the purchased shares. During the year ended December 31, 2020, APC distributed approximately 5.0 million shares of the Company’s common stock to APC shareholders. 4. ApolloMed licensed to AP-AMH the right to use certain tradenames for specified purposes for a fee equal to a percentage of the aggregate gross revenues of AP-AMH. The license fee is payable out of any Series A Preferred Stock dividends received by AP-AMH from APC. 5. Through its subsidiary, NMM, the Company agreed to provide certain administrative services to AP-AMH for a fee equal to a percentage of the aggregate gross revenues of AP-AMH. The administrative fee is also payable out of any APC Series A Preferred Stock dividends received by AP-AMH from APC. As part of the series of transactions, in September 2019, APC and AP-AMH entered into a Second Amendment to the Series A Preferred Stock Purchase Agreement clarifying the term excluded assets (“Excluded Assets”). Excluded Assets means (i) assets received from the sale of shares of the Series A Preferred equal to the Series A Purchase Price, (ii) the assets of the Company that are not Healthcare Services Assets, including the Company’s equity interests in Universal Care, Inc., Apollo Medical Holdings, Inc., and any entity that is primarily engaged in the business of owning, leasing, developing, or otherwise operating real estate, (iii) any assets acquired with the proceeds of the sale, assignment, or other disposition of any of the assets described in clauses (i) or (ii), and (iv) any proceeds of the assets described in clauses (i), (ii), and (iii). APC's ownership in ApolloMed was 19.68% and 22.58% as of December 31, 2021 and 2020, respectively. Concourse Diagnostic Surgery Center, LLC (“CDSC”) was formed in March 2010 in the state of California. CDSC is an ambulatory surgery center in City of Industry, California, organized by a group of highly qualified physicians, with a surgical center that utilizes some of the most advanced equipment in Eastern Los Angeles County and San Gabriel Valley. The facility is Medicare-certified and accredited by the Accreditation Association for Ambulatory Healthcare, Inc. As of December 31, 2021, APC owned 44.50% of CDSC’s capital stock. CDSC is determined to be a VIE and APC is determined to be the primary beneficiary. APC has the ability to direct the activities that most significantly affect CDSC’s economic performance and receives the most economic benefits; therefore CDSC is consolidated by APC. APC-LSMA Designated Shareholder Medical Corporation (“APC-LSMA”) was formed in October 2012 as a designated shareholder professional corporation. Dr. Thomas Lam, a shareholder and the Chief Executive Officer and Chief Financial Officer of APC and Co-Chief Executive Officer of ApolloMed, is a nominee shareholder of APC-LSMA. APC makes all investment decisions on behalf of APC-LSMA, funds all investments and receives all distributions from the investments. APC has the obligation to absorb losses and the right to receive benefits from all investments made by APC-LSMA. APC-LSMA’s sole function is to act as the nominee shareholder for APC in other California medical professional corporations. Therefore, APC-LSMA is controlled and consolidated by APC as the primary beneficiary of this VIE. The only activity of APC-LSMA is to hold the investments in medical corporations, including the IPA lines of business of LaSalle Medical Associates (“LMA”), Pacific Medical Imaging and Oncology Center, Inc. (“PMIOC”), Diagnostic Medical Group (“DMG”), and AHMC International Cancer Center, a Medical Corporation (“ICC”). APC-LSMA also holds a 100% ownership interest in Maverick Medical Group, Inc. (“MMG”), Alpha Care Medical Group, Inc. (“Alpha Care”), Accountable Health Care IPA, a Professional Medical Corporation (“Accountable Health Care”), and AMG, a Professional Medical Corporation (“AMG”). Alpha Care, an IPA, was acquired by APC-LSMA in May 2019 for an aggregate purchase price of $45.1 million in cash, has been operating in California since 1993, and is a risk-bearing organization engaged in providing professional services under capitation arrangements with its contracted health plans through a provider network consisting of primary care and specialty care physicians. Alpha Care specializes in delivering high-quality healthcare to its enrollees and focuses on Medi-Cal/Medicaid, Commercial, Medicare, and Dual Eligible members in the Riverside and San Bernardino counties of Southern California. Accountable Health Care is a California-based IPA that has served the local community in the greater Los Angeles County area through a network of physicians and healthcare providers for more than 20 years. Accountable Health Care provides quality healthcare services to its members through three federally qualified health plans and multiple product lines, including Medi-Cal, Commercial, Medicare, and the California Healthy Families program. In August 2019, APC and APC-LSMA acquired the remaining outstanding shares of capital stock they did not already own (comprising 75%) for $7.3 million in cash. AMG is a network of family practice clinics operating in three main locations in Southern California. AMG provides professional and post-acute care services to Medicare, Medi-Cal/Medicaid, and Commercial patients through its networks of doctors and nurse practitioners. In September 2019, APC-LSMA acquired 100% of the aggregate issued and outstanding shares of capital stock of AMG for $1.2 million in cash and $0.4 million of APC common stock. DMG is a professional medical California corporation and a complete outpatient imaging center. APC accounted for its 40% investment in DMG, under the equity method of accounting as APC-LSMA, a designated shareholder professional corporation, has the ability to exercise significant influence, but not control over DMG’s operations. However, in October 2021, DMG entered into an administrative services agreement with a subsidiary of the Company, causing the Company to reevaluate the accounting for the Company’s investment in DMG. Based on the reevaluation and in accordance with relevant accounting guidance, DMG is determined to be a VIE of the Company and is consolidated by the Company. In addition, APC-LSMA is obligated to purchase the remaining equity interest within three years from the effective date. The purchase of the remaining equity value is considered a financing obligation with a carrying value of $8.5 million at December 31, 2021. As the financing obligation is embedded in the non-controlling interest, the non-controlling interest is recognized in other long-term liabilities in the accompanying consolidated balance sheets. In December 2020, using cash comprised solely of Excluded Assets, APC purchased a 100% interest in each of Medical Property Partners, LLC (“MPP”), AMG Properties, LLC (“AMG Properties”), and ZLL Partners, LLC (“ZLL”) and a 50% interest in each of One MSO, LLC (“One MSO”), Tag-6 Medical Investment Group, LLC (“Tag 6”), and Tag-8 Medical Investment Group, LLC (“Tag 8”). These entities own buildings that are currently leased to tenants, as well as vacant land that they plan to develop in the future. MPP, AMG Properties, and ZLL are 100% owned subsidiaries of APC and are included in the consolidated financial statements. In April 2021, Tag 8 entered into a loan agreement with MUFG Union Bank N.A. with APC as their guarantor, causing the Company to reevaluate the accounting for the Company’s investment in Tag 8. Based on the reevaluation and in accordance with relevant accounting guidance, it was concluded that Tag 8 is a VIE and is consolidated by APC. One MSO and Tag 6 are accounted for as equity method investments as APC has the ability to exercise significant influence, but not control over the operations of the entity. These purchases are deemed Excluded Assets that are solely for the benefit of APC and its shareholders. As such, any income pertaining to APC’s interests in these properties has no impact on the Series A Dividend payable by APC to AP-AMH Medical Corporation, and consequently will not affect net income attributable to ApolloMed. In July 2021, AP-AMH 2 purchased an 80% equity interest (on a fully diluted basis) in Access Primary Care Medical Group (“APCMG”), a primary care physicians’ group focused on providing high-quality care to senior patients in the northern California cities of Daly City and San Francisco. As a result, APCMG is consolidated by the Company. In August 2021, Apollo Medical Holdings, Inc. acquired 49% of the aggregate issued and outstanding shares of capital stock of Sun Clinical Laboratories (“Sun Labs”) for an aggregate purchase price of $4.0 million. Sun Labs is a Clinical Laboratory Improvement Amendments-certified full-service lab that operates across the San Gabriel Valley in Southern California. In accordance with relevant accounting guidance, Sun Labs is determined to be a VIE of the Company and is consolidated by the Company. The Company is obligated to purchase the remaining equity interest within three years from the effective date. The purchase of the remaining equity value is considered a financing obligation with a carrying value of $4.2 million at December 31, 2021. As the financing obligation is embedded in the non-controlling interest, the non-controlling interest is recognized in other long-term liabilities in the accompanying consolidated balance sheets. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Principles of Consolidation The consolidated balance sheets as of December 31, 2021 and 2020 and consolidated statements of income for the years ended December 31, 2021, 2020 and 2019 include the accounts of (1) ApolloMed, ApolloMed’s consolidated subsidiaries, NMM, AMM, and APAACO, and its VIEs, AP-AMH, AP-AMH 2, Sun Labs, and DMG; (2) AP-AMH 2’s consolidated subsidiary, APCMG; (3) AMM’s consolidated VIEs, SCHC and AMH; (4) NMM’s VIE, APC; (5) APC’s consolidated subsidiaries, Universal Care Acquisition Partners, LLC (“UCAP”), MPP, AMG Properties, ZLL, and its VIEs, CDSC, APC-LSMA, ICC, and Tag 8; and (6) APC-LSMA’s consolidated subsidiaries, Alpha Care, Accountable Health Care, and AMG. Use of Estimates The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include collectability of receivables, recoverability of long-lived and intangible assets, business combinations and goodwill valuation and impairment, accrual of medical liabilities (IBNR claims), determination of full-risk and shared-risk revenue and receivables (including constraints, completion factors, and historical margins), income tax valuation allowance, share-based compensation, and right-of-use assets and lease liabilities. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates and assumptions. Variable Interest Entities On an ongoing basis, as circumstances indicate the need for reconsideration, the Company evaluates each legal entity that is not wholly owned by it in accordance with the consolidation guidance. The evaluation considers all of the Company’s variable interests, including equity ownership, as well as management services agreements (“MSA”). To fall within the scope of the consolidation guidance, an entity must meet both of the following criteria: • The entity has a legal structure that has been established to conduct business activities and to hold assets; such entity can be in the form of a partnership, limited liability company, or corporation, among others; and • The Company has a variable interest in the legal entity – i.e., variable interests that are contractual, such as equity ownership, or other financial interests that change with changes in the fair value of the entity’s net assets. If an entity does not meet both criteria above, the Company applies other accounting guidance, such as the cost or equity method of accounting. If an entity does meet both criteria above, the Company evaluates such entity for consolidation under either the variable interest model if the legal entity meets any of the following characteristics to qualify as a VIE, or under the voting model for all other legal entities that are not VIEs. A legal entity is determined to be a VIE if it has any of the following three characteristics: • The entity does not have sufficient equity to finance its activities without additional subordinated financial support; • The entity is established with non-substantive voting rights (i.e., where the entity deprives the majority economic interest holder(s) of voting rights); or • The equity holders, as a group, lack the characteristics of a controlling financial interest. Equity holders meet this criterion if they lack any of the following: • The power, through voting rights or similar rights, to direct the activities of the entity that most significantly influence the entity’s economic performance, as evidenced by: • Substantive participating rights in day-to-day management of the entity’s activities; or • Substantive kick-out rights over the party responsible for significant decisions; • The obligation to absorb the entity’s expected losses; or • The right to receive the entity’s expected residual returns. If the Company concludes that any of the three characteristics of a VIE are met, the Company will conclude that the entity is a VIE and evaluate it for consolidation under the variable interest model. Variable interest model If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company consolidates a VIE if both power and benefits belong to the Company – that is, the Company (i) has the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power), and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (benefits). The Company consolidates VIEs whenever it is determined that the Company is the primary beneficiary. Refer to Note 18 – “Variable Interest Entities (VIEs)” to the consolidated financial statements for information on the Company’s consolidated VIE. If there are variable interests in a VIE but the Company is not the primary beneficiary, the Company may account for the investment using the equity method of accounting, refer to Note 6 – “Investments in Other Entities” for entities that qualify as VIEs but the Company is not the primary beneficiary. 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 healthcare 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. Cash and Cash Equivalents The Company’s cash and cash equivalents primarily consist of money market funds and certificates of deposit. The Company considers all highly liquid investments that are both readily convertible into known amounts of cash and mature within 90 days from their date of purchase to be cash equivalents. The Company maintains its cash in deposit accounts with several banks, which at times may exceed the insured limits of the Federal Deposit Insurance Corporation (“FDIC”). The Company believes it is not exposed to any significant credit risk with respect to its cash, cash equivalents, and restricted cash. As of December 31, 2021 and 2020, the Company’s deposit accounts with banks exceeded the FDIC’s insured limit by approximately $285.9 million and $294.9 million, respectively. The Company has not experienced any losses to date and performs ongoing evaluations of these financial institutions to limit the Company’s concentration of risk exposure. Restricted Cash Restricted cash consists of cash held as collateral to secure standby letters of credits as required by certain contracts. Investments in Marketable Securities Investments in marketable securities consist of equity securities and certificates of deposit with various financial institutions. The appropriate classification of investments is determined at the time of purchase and such designation is reevaluated at each balance sheet date. As of December 31, 2021 and 2020, investments in marketable securities were approximately $53.4 million and $67.7 million, respectively. Certificates of deposit are reported at par value, plus accrued interest, with maturity dates from four months to twenty-four months (see fair value measurements of financial instruments below). As of December 31, 2021 and 2020, certificates of deposit amounted to approximately $25.0 million and $67.6 million, respectively. Investments in certificates of deposit are classified as Level 1 investments in the fair value hierarchy. Equity securities are reported at fair value. These securities are classified as Level 1 in the valuation hierarchy, where quoted market prices from reputable third-party brokers are available in an active market and unadjusted. The trading volume of certain equity securities we hold is low, thus resulting in our determination that such equity securities do not have an active market with buyers and sellers ready to trade. Accordingly, we classify such equity securities as Level 2 in the valuation hierarchy, and their valuation is based on weighted-average share prices from observable market data. Equity securities held by the Company are primarily comprised of common stock of a payor partner that completed its IPO in June 2021 and Clinigence Holdings, Inc. (“Clinigence”). The common stock of a payor partner were acquired as a result of UCAP selling its 48.9% ownership interest in Universal Care, Inc. (“UCI”) in April 2020. As of December 31, 2021, the equity securities from the payor partner amounted to $24.0 million. As of December 31, 2020, prior to our payor partner’s IPO, the related investment balance was included in investments in privately held entities at its cost basis of $36.2 million in the accompanying consolidated balance sheets. In September 2021, ApolloMed and Clinigence entered into a stock purchase agreement in which ApolloMed purchased shares of common stock, warrants, and potentially additional common stock if certain metrics are not met (“contingent equity securities”) for $3.0 million. The common stock is included in investments in marketable securities and the warrants and contingent equity securities are classified as derivatives and included in other assets and prepaid expenses and other current assets, respectively, in the accompanying consolidated balance sheets. See Note 2 - “Basis of Presentation and Summary of Significant Accounting Policies - Derivative Financial Instruments” in the accompanying consolidated financial statements for information on the treatment of the derivative instruments. The Company recognized unrealized losses of $10.7 million during the year ended December 31, 2021 in unrealized gain or loss on investments in the accompanying consolidated statements of income. Receivables, Receivables – Related Parties, and Loan Receivable - Related Party The Company’s receivables are comprised of accounts receivable, capitation and claims receivable, management fee income, incentive receivables, and other receivables. Accounts receivable are recorded and stated at the amount expected to be collected. The Company’s loan receivable - related party consists of promissory notes from payees that are expected to be collected between two Capitation and claims receivable relate to each health plan’s capitation and is received by the Company in the month following the month of service. Risk pool settlements and incentive receivables mainly consist of the Company’s full-risk pool receivable that is recorded quarterly based on reports received from the Company’s hospital partners and management’s estimate of the Company’s portion of the estimated risk pool surplus for open performance years. Settlement of risk pool surplus or deficits occurs approximately 18 months after the risk pool performance year is completed. Other receivables consists of recoverable claims paid related to the 2020 APAACO performance year to be administered following instructions from CMS, FFS reimbursement for patient care, certain expense reimbursements, transportation reimbursements from the hospitals, and stop-loss insurance premium reimbursements. The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends, and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company also regularly analyzes the ultimate collectability of accounts receivable after certain stages of the collection cycle using a look-back analysis to determine the amount of receivables subsequently collected and adjustments are recorded when necessary. Reserves are recorded primarily on a specific identification basis. Receivables are recorded when the Company is able to determine amounts receivable under applicable contracts and agreements based on information provided and collection is reasonably likely to occur. In regards to the credit loss standard, the Company continuously monitors its collections of receivables and our expectation is that the historical credit loss experienced across our receivable portfolio is materially similar to any current expected credit losses that would be estimated under the current expected credit losses (“CECL”) model. Concentrations of Risks The Company disaggregates revenue from contracts by service type and payor type. This level of detail provides useful information pertaining to how the Company generates revenue by significant revenue stream and by type of direct contracts. The consolidated statements of income present disaggregated revenue by service type. The following table presents disaggregated revenue generated by each payor type (in thousands): Years Ended December 31, 2021 2020 2019 Commercial $ 138,333 $ 108,851 $ 107,340 Medicare 307,286 271,596 226,002 Medicaid 283,311 269,079 192,596 Other third parties 44,985 37,654 34,680 Revenue $ 773,915 $ 687,180 $ 560,618 The Company had major payors that contributed the following percentages of net revenue: Years Ended December 31, 2021 2020 2019 Payor A 12.5 % 12.5 % 13.6 % Payor B *% 10.9 % 13.4 % Payor C 11.9 % 13.1 % 11.7 % Payor D 15.3 % 16.9 % 12.9 % * Less than 10% of total net revenues The Company had major payors that contributed to the following percentages of net receivables and receivables - related parties : As of December 31, 2021 2020 Payor E 45.0 % 43.9 % Payor F 30.0 % 36.5 % Land, Property, and Equipment, Net Land is carried at cost and is not depreciated as it is considered to have an indefinite useful life. Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation and amortization. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets ranging from three Maintenance and repairs are charged to expense as incurred. Upon sale or retirement, the asset cost and related accumulated depreciation and amortization is removed from the accounts, and any related gain or loss is included in the determination of consolidated net income. Fair Value Measurements of Financial Instruments The Company’s financial instruments include cash and cash equivalents, restricted cash, investment in marketable securities, receivables, loans receivable, accounts payable, certain accrued expenses, finance lease obligations, and long-term debt. The carrying values of the financial instruments classified as current in the accompanying consolidated balance sheets are considered to be at their fair values, due to the short maturity of these instruments. The carrying amounts of finance lease obligations and long-term debt approximate fair value as they bear interest at rates that approximate current market rates for debt with similar maturities and credit quality. FASB Accounting Standards Codification (“ASC”) 820, Fair Value Measurement (“ASC 820”), applies to all financial assets and financial liabilities that are measured and reported on a fair value basis and requires disclosure that establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 establishes a fair value hierarchy for disclosure of the inputs to valuations used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 —Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date. Level 2 —Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates and yield curves), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 —Unobservable inputs that reflect assumptions about what market participants would use in pricing the asset or liability. These inputs would be based on the best information available, including the Company’s own data. The carrying amounts and fair values of the Company’s financial instruments as of December 31, 2021 are presented below (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Money market accounts* $ 114,665 $ — $ — $ 114,665 Marketable securities – certificates of deposit 25,024 — — 25,024 Marketable securities – equity securities 24,123 4,270 — 28,393 Contingent equity securities — — 4,270 4,270 Warrants — 1,145 — 1,145 Total assets $ 163,812 $ 5,415 $ 4,270 $ 173,497 Liabilities Interest rate swaps — 1,071 — 1,071 APCMG contingent consideration — — 1,000 1,000 Total liabilities $ — $ 1,071 $ 1,000 $ 2,071 The carrying amounts and fair values of the Company’s financial instruments as of December 31, 2020 are presented below (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Money market accounts* $ 115,769 $ — $ — $ 115,769 Marketable securities – certificates of deposit 67,637 — — 67,637 Marketable securities – equity securities 58 — — 58 Total $ 183,464 $ — $ — $ 183,464 * Included in cash and cash equivalents There have been no changes in Level 1, Level 2, or Level 3 classification and no changes in valuation techniques for these assets for the year ended December 31, 2021. Intangible Assets and Long-Lived Assets Intangible assets with finite lives include network-payor relationships, management contracts, and member relationships and are stated at cost, less accumulated amortization, and impairment losses. These intangible assets are amortized on the accelerated method using the discounted cash flow rate. Intangible assets with finite lives also include a patient management platform, as well as trade names and trademarks, whose valuations were determined using the cost to recreate method and the relief from royalty method, respectively. These assets are stated at cost, less accumulated amortization, and impairment losses, and are amortized using the straight-line method. Finite-lived intangibles and long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the expected future cash flows from the use of such assets (undiscounted and without interest charges) are less than the carrying value, a write-down would be recorded to reduce the carrying value of the asset to its estimated fair value. Fair value is determined based on appropriate valuation techniques. Goodwill and Indefinite-Lived Intangible Assets Under ASC 350, Intangibles – Goodwill and Other (“ASC 350”), goodwill and indefinite-lived intangible assets are reviewed at least annually for impairment. At least annually, at the Company’s fiscal year-end, or sooner if events or changes in circumstances indicate that an impairment has occurred, the Company performs a qualitative assessment to determine whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount as a basis for determining whether it is necessary to complete quantitative impairment assessments for each of the Company’s three reporting units (1) MSOs, (2) IPAs, and (3) ACOs. The Company is required to perform a quantitative goodwill impairment test only if the conclusion from the qualitative assessment is that it is more likely than not that a reporting unit’s fair value is less than the carrying value of its assets. Should this be the case, a quantitative analysis is performed to identify whether a potential impairment exists by comparing the estimated fair values of the reporting units with their respective carrying values, including goodwill. An impairment loss is recognized if the implied fair value of the asset being tested is less than its carrying value. In this event, the asset is written down accordingly. The fair values of goodwill are determined using valuation techniques based on estimates, judgments, and assumptions management believes are appropriate in the circumstances. At least annually, indefinite-lived intangible assets are tested for impairment. Impairment for intangible assets with indefinite lives exists if the carrying value of the intangible asset exceeds its fair value. The fair values of indefinite-lived intangible assets are determined using valuation techniques based on estimates, judgments, and assumptions management believes are appropriate in the circumstances. For the year ended December 31, 2019, the Company wrote off indefinite-lived intangible assets of approximately $2.0 million related to Medicare licenses, acquired as part of the 2017 Merger between ApolloMed and NMM. The Company will no longer utilize the licenses and as such will not receive future economic benefits therefrom. The write-off is included in impairment of goodwill and intangible assets in the accompanying consolidated statements of income. There was no impairment loss recorded related to goodwill and intangibles during the years ended December 31, 2021 and 2020. Investments in Other Entities – Equity Method The Company accounts for certain investments using the equity method of accounting when it is determined that the investment provides the Company with the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the investee and is recognized in the accompanying consolidated statements of income under “Income (loss) from equity method investments” and also is adjusted by contributions to and distributions from the investee. Equity method investments are subject to impairment evaluation. During the years ended December 31, 2019, the Company recognized an impairment loss of approximately $0.3 million related to its investment in Pacific Ambulatory Health Care, LLC as the Company does not believe it will recover its investment balance. Such impairment loss is included in loss from equity method investments in the accompanying consolidated statements of income. There was no impairment loss recorded related to equity method investments for the years ended December 31, 2021 and 2020. Investments in Privately Held Entities The Company accounts for certain investments using the cost method of accounting when it is determined that the investment provides the Company with little or no influence over the investee. Under the cost method of accounting, the investment is measured at cost, adjusted for observable price changes and impairments, with changes recognized in net income. The investments in privately held entities that do not report net asset value are subject to qualitative assessment for indicators of impairments. Medical Liabilities APC, Alpha Care, Accountable Health Care, and APCMG (“consolidated IPAs”) and APAACO are responsible for integrated care that the associated physicians and contracted hospitals provide to their enrollees. The consolidated IPAs and APAACO provide integrated care to HMOs, Medicare, and Medi-Cal enrollees through a network of contracted providers under sub-capitation and direct patient service arrangements. Medical costs for professional and institutional services rendered by contracted providers are recorded as cost of services, excluding depreciation and amortization, expense in the accompanying consolidated statements of income. An estimate of amounts due to contracted physicians, hospitals, and other professional providers is included in medical liabilities in the accompanying consolidated balance sheets. Medical liabilities include claims reported as of the balance sheet date and estimated IBNR claims. Such estimates are developed using actuarial methods and are based on numerous variables, including the utilization of healthcare services, historical payment patterns, cost trends, product mix, seasonality, changes in membership, and other factors. The estimation methods and the resulting accrual 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. Fiduciary Cash and Payable The consolidated IPAs collect cash from health plans on behalf of their sub-IPAs and providers and pass the money through to them. The fiduciary cash balance of $10.5 million and $9.6 million as of December 31, 2021 and December 31, 2020, respectively, is presented within prepaid expenses and other current assets and the related payable is presented as fiduciary payable in the accompanying consolidated balance sheets. Derivative Financial Instruments Interest Rate Swap Agreements The Company is exposed to interest rate risk on its floating-rate debt. The Company has entered into interest rate swap agreements to effectively convert its floating-rate debt to a fixed-rate basis. The principal objective of these contracts is to eliminate or reduce the variability of the cash flows in interest payments associated with the Company’s floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. Refer to Note 10 - “Credit Facility, Bank Loan, and Lines of Credit,” for further information on our debt. Interest rate swap agreements are not designated as hedging instruments. Changes in the fair value on these contracts are recognized as interest expense in the accompanying consolidated statements of income. The estimated fair value of the interest rate swap agreements was determined using Level 2 inputs. The fair value of the derivative instrument as of December 31, 2021, was $1.1 million and is presented within other long-term liabilities in the accompanying consolidated balance sheets. Warrants In September 2021, ApolloMed and Clinigence entered into a stock purchase agreement which included the Company purchasing warrants. The purchased warrants are considered derivatives but are not designated as hedging instruments. Changes in the fair value on these contracts are recognized as unrealized gain or loss on investments in the accompanying consolidated statements of income. The warrants are classified as a Level 2 instrument as the estimated fair value of the warrants were determined using the Black-Scholes option pricing model and inputs from observable market data. The fair value of the derivative instrument as of December 31, 2021 was $1.1 million and is presented within other assets in the accompanying consolidated balance sheets. Contingent Equity Securities In addition to the common stock and warrants purchased under the stock purchase agreement between ApolloMed and Clinigence, ApolloMed is entitled to additional common stock if Clinigence does not pay NMM management fees exceeding a threshold by the end of December 31, 2022. The contingent equity securities are considered derivatives but are not designated as hedging instruments. Changes in the fair value on these contracts are recognized as unrealized gain or loss on investments in the accompanying consolidated statements of income. The Company determined the fair value of the contingent equity security using a probability-weighted model which includes significant unobservable inputs (Level 3). Specifically, the Company considered various scenarios of recognizing management fees and assigned probabilities to each such scenario in determining fair value. As of December 31, 2021, the contingent consideration is valued at $4.3 million and is presented within prepaid and other current assets in the accompanying consolidated balance sheets. Revenue Recognition The Company receives payments from the following sources for services rendered: (i) commercial insurers; (ii) the federal government under the Medicare program administered by CMS; (iii) state governments under the Medicaid and other programs; (iv) other third-party payors (e.g., hospitals and IPAs); and (v) individual patients and clients. The Company recognizes incremental costs of obtaining a contract with amortization periods of one year or less as expense when incurred and records within general and administrative expenses, recognizes revenue in the amount of consideration to which the Company has a right to invoice the customer if that amount corresponds directly with the value to the customer of the Company’s services completed to date, and does not recognize an adjustment for the effects of a significant financing component as the period between the time of service and time of payment is typically one year or less. Nature of Services and Revenue Streams Revenue primarily consists of capitation revenue, risk pool settlements and incentives, NGACO All-Inclusive Population-Based Payments (“AIPBP”), management fee income, and FFS revenue. Revenue is recorded in the period in which services are rendered or the period in which the Company is obligated to provide services. The form of billing and related risk of collection for such services may vary by type of revenue and the customer. The following is a summary of the principal forms of the Company’s billing arrangements and how revenue is recognized for each. Capitation, Net Managed care revenues of the Company consist primarily of capitated fees for medical services provided by the Company under a capitated arrangement directly made with various managed care providers including HMOs. Capitation revenue is typically prepaid monthly to the Company based on the number of enrollees selecting the Company as their healthcare provider. Capitation revenue is recognized in the month in which the Company is obligated to provide services to plan enrollees under contracts with various health plans. Minor ongoing adjustments to prior months’ capitation, primarily arising from contracted HMOs finalizing their monthly patient eligibility data for additions or subtractions of enrollees, are recognized in the month they are communicated to the Company. Additionally, Medicare pays capitation using a “Risk Adjustment” model, which compensates managed care organizations and providers based on the health status (acuity) of each individual enrollee. Health plans and providers with higher acuity enrollees will receive more and those with lower acuity enrollees will receive less. Under Risk Adjustment, capitation is determined based on health severity, measured using patient encounter data. Capitation is paid on a monthly basis based on data submitted for the enrollee for the preceding year and is adjusted in subsequent periods after the final data is compiled. Positive or negative capitation adjustments are made for Medicare enrollees with conditions requiring more or less healthcare services than assumed in the interim payments. Since the Company cannot reliably predict these adjustments, |
Business Combinations and Goodw
Business Combinations and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations and Goodwill | Business Combinations and Goodwill APCMG In July 2021, the Company acquired an 80% equity interest (on a fully diluted basis) in APCMG for an aggregate purchase price of $2.0 million. As part of the transaction, the Company paid $1.0 million in cash and the remaining amount will be paid out in cash as a contingent consideration related to APCMG’s financial performance for fiscal year 2022 (“APCMG contingent consideration”). The APCMG contingent consideration is met if gross revenue and earnings before interest, taxes, and depreciation, and amortization (“EBITDA”) targets exceed a threshold for fiscal year 2022. The Company determined the fair value of the contingent consideration using a probability-weighted model that includes significant unobservable inputs (Level 3). Specifically, the Company considered various scenarios of gross revenue and EBITDA and assigned probabilities to each such scenario in determining fair value. As of December 31, 2021, the contingent consideration is valued at $1.0 million and was included within other long-term liabilities in the accompanying consolidated balance sheets. Sun Labs In August 2021, the Company acquired 49% of the aggregate issued and outstanding shares of capital stock of Sun Labs for an aggregate purchase price of $4.0 million. As Sun Labs was concluded to be a VIE and the Company is the primary beneficiary, Sun Labs is consolidated by the Company. The Company is obligated to purchase the remaining equity interest within three years from the effective date. As the financing obligation is embedded in the non-controlling interest, the non-controlling interest is recognized in other long-term liabilities in the accompanying consolidated balance sheets. The Company recognized goodwill as a result of consolidating Sun Labs as a VIE. DMG In October 2021, DMG entered into an administrative services agreement with a subsidiary of the Company, causing the Company to reevaluate the accounting for the Company’s investment in DMG. Based on the reevaluation and in accordance with relevant accounting guidance, DMG is determined to be a VIE and the Company is the primary beneficiary; DMG is consolidated by Apollo. In addition, APC-LSMA is obligated to purchase the remaining equity interest within three years from the effective date. As the financing obligation is embedded in the non-controlling interest, the non-controlling interest is recognized in other long-term liabilities in the accompanying consolidated balance sheets. The Company recognized goodwill as a result of consolidating DMG as a VIE. The acquisitions were accounted for under the acquisition method of accounting. The fair value of the consideration for the acquired companies were allocated to acquired tangible and intangible assets and liabilities based upon their fair values. The excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The determination of the fair value of assets and liabilities acquired requires the Company to make estimates and use valuation techniques when market value is not readily available. The results of operations of APCMG, Sun Labs, and DMG have been included in the Company’s financial statements from the date of acquisition. Transaction costs associated with business acquisitions are expensed as they are incurred. At the time of acquisition, the Company estimates the amount of the identifiable intangible assets based on a valuation and the facts and circumstances available at the time. The Company determines the final value of the identifiable intangible assets as soon as information is available, but not more than one year from the date of acquisition. Goodwill is not deductible for tax purposes. The following is a summary of goodwill activity for the years ended December 31, 2021 and 2020 (in thousands): Amount Balance at January 1, 2020 $ 238,505 Adjustments 548 Balance at December 31, 2020 239,053 Acquisitions 13,986 Balance at December 31, 2021 $ 253,039 |
Land, Property and Equipment, N
Land, Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Land, Property and Equipment, Net | Land, Property, and Equipment, Net Land, property, and equipment, net consisted of (in thousands): Useful Life (Years) December 31, 2021 December 31, 2020 Land N/A $ 20,937 $ 9,604 Buildings 39 21,661 15,097 Computer software 3 - 5 3,589 3,104 Furniture and equipment 3 - 7 15,358 13,116 Construction in progress N/A 4,901 435 Leasehold improvements 3 - 39 7,122 6,722 73,568 48,078 Less accumulated depreciation and amortization (20,382) (18,188) Land, property, and equipment, net $ 53,186 $ 29,890 As of December 31, 2021 and 2020, the Company had finance leases totaling $1.3 million a nd $0.4 million, respectively, included in land, property, and equipment, net in the accompanying consolidated balance sheets. Depreciation expense was $2.1 million , |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net At December 31, 2021, intangible assets, net consisted of the following (in thousands): Useful Gross Additions Impairment/ Gross Accumulated Net Indefinite lived assets: Trademarks N/A $ — $ 2,150 $ — $ 2,150 $ — $ 2,150 Amortized intangible assets: Network relationships 11-15 143,930 6,749 — 150,679 (84,865) 65,814 Management contracts 15 22,832 — — 22,832 (13,563) 9,269 Member relationships 12 6,696 2,301 — 8,997 (4,606) 4,391 Patient management platform 5 2,060 — — 2,060 (1,682) 378 Tradename/trademarks 20 1,011 — — 1,011 (206) 805 $ 176,529 $ 11,200 $ — $ 187,729 $ (104,922) $ 82,807 At December 31, 2020, intangible assets, net consisted of the following (in thousands): Useful Gross Additions Impairment/ Gross Accumulated Net Amortized intangible assets: Network relationships 11-15 $ 143,930 $ — $ — $ 143,930 $ (73,169) $ 70,761 Management contracts 15 22,832 — — 22,832 (11,715) 11,117 Member relationships 12 6,696 — — 6,696 (3,234) 3,462 Patient management platform 5 2,060 — — 2,060 (1,270) 790 Tradename/trademarks 20 1,011 — — 1,011 (156) 855 $ 176,529 $ — $ — $ 176,529 $ (89,544) $ 86,985 As of December 31, 2021, network relationships, management contracts, member relationships, patient management platform, and tradename/trademarks had weighted-average remaining useful lives of 10.5 years, 8.5 years, 8.3 years, 0.9 years, and 15.9 years, respectively. Amortization expense was $15.4 million, $16.0 million and $16.3 million for the years ended December 31, 2021, 2020, and 2019, respectively, which is included in depreciation and amortization in the accompanying consolidated statements of income. During the year ended December 31, 2019, the Company wrote off indefinite-lived intangible assets of $2.0 million related to Medicare licenses it acquired as part of the 2017 Merger. The Company will no longer utilize these licenses and as such the Company will not receive future economic benefits. There was no impairment loss recorded related to intangibles for the year ended December 31, 2021 and 2020. Future amortization expense is estimated to be as follows for the years ending December 31 (in thousands): Amount 2022 $ 13,708 2023 11,661 2024 10,596 2025 9,414 2026 8,370 Thereafter 26,908 $ 80,657 |
Investments in Other Entities
Investments in Other Entities | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Other Entities | Investments in Other Entities Equity Method Investments in other entities – equity method consisted of the following (in thousands): December 31, 2020 Initial Investment Allocation of Income (Loss) Contribution Sale Consolidation of Entity December 31, 2021 LaSalle Medical Associates – IPA Line of Business $ 13,047 $ — $ (5,831) $ — $ (4,182) $ — $ 3,034 Pacific Medical Imaging & Oncology Center, Inc. 1,413 — 306 — — — 1,719 Diagnostic Medical Group 2,613 — 330 — — (2,943) — 531 W. College, LLC – related party 17,200 — (208) 238 — — 17,230 One MSO, LLC — related party 2,395 — 515 — — — 2,910 Tag-6 Medical Investment Group, LLC — related party 4,516 — 314 — — — 4,830 Tag-8 Medical Investment Group, LLC — related party 2,108 — — 1,660 — (3,768) — CAIPA MSO, LLC — 11,724 268 — — — 11,992 $ 43,292 $ 11,724 $ (4,306) $ 1,898 $ (4,182) $ (6,711) $ 41,715 LaSalle Medical Associates — IPA Line of Business LMA was founded by Dr. Albert Arteaga in 1996 and operates as an IPA delivering high-quality care to patients in Fresno, Kings, Los Angeles, Madera, Riverside, San Bernardino, and Tulare Counties through its network of approximately 2,400 independently contracted primary care physicians and specialist providers. LMA’s patients are primarily served by Medi-Cal, but are also served by Blue Cross, Blue Shield, Molina, Health Net, and Inland Empire Health Plan. During 2012, APC-LSMA and LMA entered into a share purchase agreement whereby APC-LSMA invested $5.0 million for a 25% interest in LMA’s IPA line of business. NMM has a management services agreement with LMA. In December 2020, the Company exercised its option to convert a promissory note totaling $6.4 million due from Dr. Arteaga into an additional 21.25% interest in LMA’s IPA line of business. As a result, APC-LSMA’s interest in LMA’s IPA line of business increased to 46.25%. In September 2021, APC-LSMA sold 21.25% of its interest in LMA back to Dr. Arteaga for $6.4 million, which resulted in APC-LSMA owning a 25% interest in LMA as of December 31, 2021. APC accounts for its investment in LMA under the equity method as APC has the ability to exercise significant influence, but not control over LMA’s operations. For the year ended December 31, 2021, APC recorded net loss of $5.8 million from its investment in LMA as compared to a net income of $0.3 million for the year ended December 31, 2020, in the accompanying consolidated statements of income. The investment balance was $3.0 million and $13.0 million at December 31, 2021 and 2020, respectively. LMA’s unaudited summarized balance sheets at December 31, 2021 and 2020 and unaudited summarized statements of operations for the years ended December 31, 2021, 2020, and 2019 are as follows (in thousands): Balance Sheets December 31, 2021 December 31, 2020 Assets Cash and cash equivalents $ 6,619 $ 9,350 Receivables, net 2,269 3,918 Other current assets — 881 Loan receivable 2,250 2,250 Restricted cash 696 691 Total assets $ 11,834 $ 17,090 Liabilities and stockholders’ deficit Current liabilities $ 32,405 $ 21,589 Stockholders’ deficit (20,571) (4,499) Total liabilities and stockholders’ deficit $ 11,834 $ 17,090 Statements of Operations Year Ended Year Ended Year Ended Revenues $ 204,061 $ 186,964 $ 194,020 Expenses 220,132 185,724 205,153 Income (loss) from operations (16,071) 1,240 (11,133) Other income — 8 — Net income (loss) $ (16,071) $ 1,248 $ (11,133) Pacific Medical Imaging and Oncology Center, Inc. PMIOC was incorporated in 2004 in the state of California. PMIOC provides comprehensive diagnostic imaging services using state-of-the-art technology. PMIOC offers high-quality diagnostic services such as MRI/MRA, PET/CT, CT, nuclear medicine, ultrasound, digital x-rays, bone densitometry, and digital mammography at their facilities. In July 2015, APC-LSMA and PMIOC entered into a share purchase agreement whereby APC-LSMA invested $1.2 million for a 40% ownership in PMIOC. APC and PMIOC have an Ancillary Service Contract together whereby PMIOC provides covered services on behalf of APC to enrollees of the plans of APC. Under the Ancillary Service Contract APC paid PMIOC fees of $2.4 million and $2.2 million for the years ended December 31, 2021 and 2020, respectively. APC accounts for its investment in PMIOC under the equity method of accounting as APC has the ability to exercise significant influence, but not control over PMIOC’s operations. During the year ended December 31, 2021, APC recorded net income of $0.3 million from its investment as compared to net income of $17,000 for the year ended December 31, 2020 in the accompanying consolidated statements of income and has an investment balance of $1.7 million and $1.4 million at December 31, 2021 and 2020, respectively. Diagnostic Medical Group APC accounted for its 40% investment in DMG, under the equity method of accounting as APC-LSMA, a designated shareholder professional corporation, had the ability to exercise significant influence, but not control over DMG’s operations. In October 2021, DMG entered into an administrative services agreement with a subsidiary of the Company, causing the Company to reevaluate the accounting for the Company’s investment in DMG. Based on the reevaluation and in accordance with relevant accounting guidance, DMG is determined to be a VIE and the Company is the primary beneficiary; therefore DMG is consolidated. As a result of the consolidation, the Company recognized a gain of $2.8 million for the year ended December 31, 2021 in other income in the accompanying consolidated statement of income, representing the difference between the fair value and the carrying value of the previously held noncontrolling interest in DMG on the date of consolidation. During the year ended December 31, 2021, and prior to consolidation of DMG, APC recorded income from this investment of $0.3 million as compared to income of $0.3 million during the year ended December 31, 2020 in the accompanying consolidated statements of income. 531 W. College LLC In June 2018, College Street Investment LP, a California limited partnership (“CSI”), a related party, APC and NMM, entered into an operating agreement to govern the limited liability company, 531 W. College, LLC and the conduct of its business, and to specify their relative rights and obligations. CSI, APC, and NMM, each owns 50%, 25%, and 25%, respectively, of member units based on initial capital contributions of $16.7 million, $8.3 million, and $8.3 million, respectively. On April 23, 2019, NMM and APC entered into an agreement whereby NMM assigned and APC assumed NMM’s 25% membership interest in 531 W. College, LLC for approximately $8.3 million. Subsequently, APC has a 50% ownership in 531 W. College LLC. APC accounts for its investment in 531 W. College, LLC under the equity method of accounting as APC has the ability to exercise significant influence, but not control over the operations of this joint venture. During the years ended December 31, 2021 and 2020, APC recorded losses from its investment in 531 W. College LLC of $0.2 million and loss of $0.4 million, respectively, in the accompanying consolidated statements of income. During the year ended December 31, 2021 and 2020, APC contributed $0.2 million and $1.0 million, respectively, to 531 W. College, LLC as part of its 50% interest. The accompanying consolidated balance sheets include the related investment balance of $17.2 million and $17.2 million, respectively, related to APC's investment at December 31, 2021 and 2020. One MSO LLC In December 2020, using cash comprised solely of Excluded Assets, APC purchased a 50% membership interest in One MSO LLC (“One MSO”) for $2.4 million. APC accounts for its investment in One MSO under the equity method of accounting as APC has the ability to exercise significant influence, but not control over One MSO’s operations. One MSO owns an office building in Monterey Park, California that is leased to tenants, including NMM. During the year ended December 31, 2021, APC recorded income from this investment of $0.5 million in the accompanying consolidated statements of income. The investment balance was $2.9 million and $2.4 million as of December 31, 2021 and 2020, respectively. Tag-6 Medical Investment Group, LLC and Tag-8 Medical Investment Group, LLC In December 2020, APC purchased a 50% member interest in Tag-6 Medical Investment Group, LLC (“Tag 6”) for $4.5 million and a 50% member interest in Tag-8 Medical Investment Group, LLC (“Tag 8”) for $2.1 million. Tag 6 leases their building to tenants and Tag 8 has vacant land with plans to develop medical offices in the future. In April 2021, the Company reevaluated Tag 8 as a VIE since APC is a guarantor on the loan agreement between Tag 8 and MUFG Union Bank N.A. Based on the reevaluation, Tag 8 is a VIE and is consolidated by the Company for the year ended December 31, 2021. APC accounts for its investment in Tag 6 under the equity method of accounting as APC has the ability to exercise significant influence, but not control over Tag 6’s operations. Tag 6 shares common ownership with certain board members of APC and as such is considered a related party. During the year ended December 31, 2021, APC recorded income from this investment of $0.3 million in the accompanying consolidated statements of income. The investment balance was $4.8 million and $4.5 million as of December 31, 2021 and 2020, respectively. CAIPA MSO, LLC In August 2021, ApolloMed purchased a 30% interest in CAIPA MSO, LLC for $11.7 million. CAIPA MSO, LLC (“CAIPA MSO”) is a New York-based management services organization affiliated with Chinese-American IPA d.b.a. Coalition of Asian-American IPA , a leading independent practice association serving the greater New York City area. ApolloMed accounts for its investment in CAIPA MSO under the equity method of accounting as ApolloMed has the ability to exercise significant influence, but not control over CAIPA MSO’s operations. During the year ended December 31, 2021, ApolloMed recorded income from this investment of $0.3 million in the accompanying consolidated statements of income. The investment balance was $12.0 million as of December 31, 2021. Investment in privately held entities that do not report net asset value MediPortal, LLC In May 2018, APC purchased 270,000 membership interests of MediPortal LLC, a New York limited liability company, for $0.4 million or $1.50 per membership interest, which represented approximately 2.8% ownership. APC also received a five five five AchievaMed On July 1, 2019, NMM and AchievaMed, Inc., a California corporation (“AchievaMed”), entered into an agreement in which NMM would purchase up to 50% of the aggregate shares of capital stock of AchievaMed over a period of time not to exceed five years. As a result of this transaction, NMM invested $0.5 million for a 10% interest. The related investment balance of $0.5 million is included in “Investment in a privately held entities” in the accompanying consolidated balance sheets as of December 31, 2021. As NMM does not have the ability to exercise significant influence, and lacks control, over the investee, this investment is accounted for using a measurement alternative, which allows the investment to be measured at cost, adjusted for observable price changes and impairments, with changes recognized in net income. During the year ended December 31, 2021 and 2020, there were no observable price changes to NMM’s investment. |
Loans Receivable and Loans Rece
Loans Receivable and Loans Receivable - Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Loan Receivable [Abstract] | |
Loans Receivable and Loans Receivable – Related Parties | Loans Receivable and Loans Receivable – Related Parties Loans Receivable Pacific6 In October 2020, NMM received a promissory note from Pacific6 Enterprises (“Pacific6”) totaling $0.5 million as a result of the sale of the Company’s 33.3% interest in MWN. Interest accrues at a rate of 5% per annum and is payable monthly through the maturity date of December 1, 2023. Loan Receivable — Related Party AHMC Healthcare Inc. In October 2020, APC entered into a promissory note with AHMC Healthcare Inc. (“AHMC”), a related party of the Company, (the “AHMC Note”) for a principal sum of $4.0 million with a maturity date of April 2022. The contractual interest rate on the AHMC Note is 3.75% per annum. The AHMC Note was entered into using cash strictly related to the Excluded Assets that were generated from the series of transactions with AP-AMH. As of December 31, 2021, the total principal of $4.0 million remains outstanding. The Company assessed the outstanding loan receivable and loan receivable — related parties under the CECL model by assessing the party’s ability to pay by reviewing their interest payment history quarterly, financial history annually, and reassessing any insolvency risk that is identified. If a failure to pay occurs, the Company assesses the terms of the notes and |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following (in thousands): December 31, 2021 December 31, 2020 Accounts payable and other accruals $ 9,583 $ 9,554 Capitation payable 2,697 3,541 Subcontractor IPA payable 1,587 1,662 Professional fees 878 1,378 Due to related parties 2,301 50 Contract liabilities 16,798 12,988 Accrued compensation 10,107 6,970 Total accounts payable and accrued expenses $ 43,951 $ 36,143 |
Medical Liabilities
Medical Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract] | |
Medical Liabilities | Medical Liabilities The Company’s medical liabilities consisted of the following (in thousands): December 31, 2021 December 31, 2020 Medical liabilities, beginning of year $ 50,330 $ 58,725 Acquired (see Note 3) 175 — Components of medical care costs related to claims incurred: Current period 347,720 309,848 Prior periods 553 (3,258) Total medical care costs 348,273 306,590 Payments for medical care costs related to claims incurred: Current period (291,243) (261,062) Prior periods (51,231) (54,056) Total paid (342,474) (315,118) Adjustments (521) 133 Medical liabilities, end of year $ 55,783 $ 50,330 |
Credit Facility, Bank Loans, an
Credit Facility, Bank Loans, and Lines of Credit | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Credit Facility, Bank Loans, and Lines of Credit | Credit Facility, Bank Loans, and Lines of Credit Credit Facility The Company’s debt balance consists of the following (in thousands): December 31, 2021 December 31, 2020 Term loan $ — $ 178,125 Revolver loan 180,000 60,000 Real estate loans 7,396 7,580 Construction loan 569 — Total debt 187,965 245,705 Less: current portion of debt (780) (10,889) Less: unamortized financing cost (4,268) (4,605) Long-term debt $ 182,917 $ 230,211 The estimated fair value of our long-term debt was determined using Level 2 inputs primarily related to comparable market prices. As of December 31, 2021 and 2020, the carrying value was not materially different from fair value, as the interest rates on the Company’s debt approximated rates currently available to the Company. The following are the future commitments of the Company’s debt for the years ending December 31: Amount 2022 $ 780 2023 215 2024 222 2025 6,748 2026 and thereafter 180,000 Total $ 187,965 Amended Credit Agreement On June 16, 2021, the Company entered into an amended and restated credit agreement (the “Amended Credit Agreement” and the credit facility thereunder, the “Amended Credit Facility”) with Truist Bank, in its capacity as administrative agent for the lenders, issuing bank, swingline lender and lender, Truist Securities, Inc., JPMorgan Chase Bank, N.A., MUFG Union Bank, N.A., Preferred Bank, Royal Bank of Canada, and Fifth Third Bank, National Association, in their capacities as joint lead arrangers and/or lenders, and the lenders from time to time party thereto, to, among other things, amend and restate that certain credit agreement, dated September 11, 2019, by and among the Company, Truist Bank, and certain lenders thereto (the credit facility thereunder, the “Credit Facility”), in its entirety. The Amended Credit Agreement provides for a five-year revolving credit facility to the Company of $400 million, which includes a letter of credit sub-facility of up to $25 million and a swingline loan sub-facility of $25 million. The revolving credit facility will be used to, among other things, refinance certain existing indebtedness of the Company and certain subsidiaries, finance certain future acquisitions and investments, and provide for working capital needs and other general corporate purposes. Under the Amended Credit Agreement, the terms and conditions of the Guaranty and Security Agreement (the “Guaranty and Security Agreement”) between the Company, NMM and Truist Bank remain in effect. The Company is required to pay an annual agent fee of $50,000 and an annual facility fee of 0.175% to 0.35% on the available commitments under the Amended Credit Agreement, regardless of usage, with the applicable fee determined on a quarterly basis based on the Company’s leverage ratio. The Company will pay fees for standby letters of credit at an annual rate equal to 1.25% to 2.50%, as determined on a quarterly basis based on the Company’s leverage ratio, plus facing fees and standard fees payable to the issuing bank on the respective letter of credit. The Company is also required to pay customary fees between the Company and Truist Bank, the lead arranger of the Amended Credit Agreement. Generally, amounts borrowed under the Amended Credit Agreement bear interest at an annual rate equal to either, at the Company’s option, (a) the rate for Eurocurrency deposits for the corresponding deposits of U.S. dollars appearing on LIBOR, adjusted for any reserve requirement in effect, plus a spread of from 1.25% to 2.50%, as determined on a quarterly basis based on the Company’s leverage ratio, or (b) a base rate, plus a spread of 0.25% to 1.50%, as determined on a quarterly basis based on the Company’s leverage ratio. As of December 31, 2021, the interest rate on the Credit Agreement was 1.71%. Borrowings under the Amended Credit Agreement may be prepaid at any time without penalty. If LIBOR ceases to be reported under the Amended Credit Agreement, the Company will use the secured overnight financing rate or the Company and the Agent will agree to an alternative rate of interest. The Amended Credit Agreement requires the Company to comply with two key financial ratios, each calculated on a consolidated basis. The Company must maintain a maximum consolidated total net leverage ratio of not greater than 3.75 to 1.00 as of the last day of each fiscal quarter, provided that for any fiscal quarter during which the Company or certain subsidiaries consummate a permitted acquisition or investment, the aggregate purchase price is greater than $75.0 million, the maximum consolidated total net leverage ratio may temporarily increase by 0.25 to 1.00 to 4.00 to 1.00. The Company must maintain a minimum consolidated interest coverage ratio of not less than 3.25 to 1.00 as of the last day of each fiscal quarter. Pursuant to the Guaranty and Security Agreement, the Company and NMM have granted the lenders under the Amended Credit Agreement a security interest in all of their assets, including, without limitation, all stock and other equity issued by their subsidiaries (including NMM) and all rights with respect to the AP-AMH Loan. In the ordinary course of business, certain of the lenders under the Amended Credit Agreement and their affiliates have provided to the Company and its subsidiaries and the associated practices, and may in the future provide, (i) investment banking, commercial banking, cash management, foreign exchange or other financial services, and (ii) services as a bond trustee and other trust and fiduciary services, for which they have received compensation and may receive compensation in the future. Real Estate Loans On December 31, 2020, the Company purchased 100% of MPP, AMG Properties, and ZLL. As a result of the purchase, the Company assumed $6.4 million, $0.7 million, and $0.7 million of existing loans held by MPP, AMG Properties, and ZLL, respectively, on the day of acquisition. MPP In July 2020, MPP entered into a loan agreement with East West Bank with a maturity date of August 5, 2030. As of December 31, 2021, the principal on the loan is $6.1 million with a variable interest rate of 0.50% less than the independent index, which is the daily Wall Street Journal “Prime Rate.” If the index is not available, East West Bank may designate a substitute index after notifying MPP. Monthly payments on the principal and any accrued interest rate not yet paid began in September 2020. MPP must maintain a Debt Coverage Ratio (defined as net operating income divided by current portion of long-term debt, plus interest expense) of not less than 1.25 to 1. AMG Properties In August 2020, AMG Properties entered into a loan agreement with East West Bank with a maturity date of August 5, 2030. As of December 31, 2021, the principal on the loan is $0.7 million with a variable interest rate of 0.30% less than the independent index, which is the daily Wall Street Journal “Prime Rate.” If the index is not available, East West Bank may designate a substitute index after notifying AMG Properties. Monthly payments on the principal and any accrued interest rate not yet paid began in September 2020. AMG Properties must maintain a Debt Coverage Ratio (defined as net operating income divided by current portion of long-term debt, plus interest expense) of not less than 1.25 to 1. ZLL In July 2020, ZLL entered into a loan agreement with East West Bank with a maturity date of August 5, 2030. As of December 31, 2021, the principal on the loan is $0.6 million with a variable interest rate of 0.50% less than the independent index, which is the daily Wall Street Journal “Prime Rate.” If the index is not available, East West Bank may designate a substitute index after notifying AMG Properties. Monthly payments on the principal and any accrued interest rate not yet paid began in September 2020. ZLL must maintain a Debt Coverage Ratio (defined as net operating income divided by current portion of long-term debt, plus interest expense) of not less than 1.25 to 1. Construction Loan In April 2021, Tag 8 entered into a construction loan agreement with MUFG Union Bank N.A. (“Construction Loan”). Tag 8 is a VIE consolidated by the Company. The Construction Loan allows Tag 8 to borrow up to $10.7 million with a maturity date of December 1, 2022 (“Construction Loan Term”). Interest rate is equal to an index rate determined by the bank. Monthly interest payments began on May 1, 2021, or can become part of the principal and bear interest. If construction is completed and, there are no events of default or substantial deterioration in the financial condition of Tag 8 or APC, guarantor on the loan agreement, at the maturity date of the Construction Loan Term, the loan shall convert to an amortizing loan with an extended maturity date of December 1, 2032 (“Permanent Loan Term”). Upon conversion to the Permanent Loan Term, monthly principal and interest payments shall be made beginning January 1, 2023. From January 1, 2023 until December 1, 2023, the interest rate will be 2.0% per annum in excess of the LIBOR rate. As of December 31, 2021, the likelihood of the construction being completed by the maturity date is remote. The outstanding balance as of December 31, 2021 was $0.6 million and was recorded as current portion of long-term debt in the accompanying consolidated balance sheets. Once the loan converts to the Permanent Loan Term, APC, as Tag 8’s guarantor, must maintain a Cash Flow Coverage Ratio (defined as consolidated EBITDA minus unfinanced capital expenditures and distributions paid divided by the sum of current portion of long-term debt, plus interest expense) of not less than 1.25 to 1. Deferred Financing Costs The Company recorded deferred financing costs of $6.5 million related to the issuance of the Credit Facility. In June 2021, the Company recorded additional deferred financing costs of $0.7 million related to its entry into the Amended Credit Facility. Deferred financing costs are recorded as a direct reduction of the carrying amount of the related debt liability using straight-line amortization. The remaining unamortized deferred financing costs related Credit Facility and the costs related to the Amended Credit Facility are amortized over the life of the Amended Credit Facility. As of December 31, 2021 and 2020, unamortized deferred financing costs were $4.3 million and $4.6 million, respectively. Effective Interest Rate The Company’s average effective interest rate on its total debt during the years ended December 31, 2021, 2020, and 2019 was 2.06%, 3.48%, and 3.39%, respectively. Interest expense in the consolidated statements of income included amortization of deferred debt issuance costs for the years ended December 31, 2021, 2020, and 2019 of $1.2 million, $1.4 million, and $0.5 million, respectively. Lines of Credit – Related Party APC Business Loan In September 2019, APC amended its promissory note agreement with Preferred Bank (“APC Business Loan Agreement”), which is affiliated with one of the Company’s board members, to modify loan availability to $4.1 million. This further limited the purpose of the indebtedness under APC Business Loan Agreement to the issuance of standby letters of credit, and added as a permitted lien the security interest in all of its assets granted by APC in favor of NMM under a Security Agreement dated on or about September 11, 2019 securing APC’s obligations to NMM under, and as required pursuant to, that certain Management Services Agreement dated as of July 1, 1999, as amended. Standby Letters of Credit APAACO established an irrevocable standby letter of credit with Preferred Bank, which is affiliated with one of the Company’s board members, totaling $14.8 million for the benefit of CMS. In September 2019, these letters were terminated with Preferred Bank and reissued under the Credit Agreement. In August 2020, $14.8 million of the irrevocable standby letters of credit were released by CMS. As of December 31, 2021, there were no outstanding letters of credit and the Company had $25.0 million available under the Amended Credit Facility. APC established irrevocable standby letters of credit with a financial institution for a total of $0.3 million for the benefit of certain health plans. The standby letters of credit are automatically extended without amendment for additional one year periods from the present or any future expiration date, unless notified by the institution in advance of the expiration date that the letter will be terminated. Alpha Care established irrevocable standby letters of credit with Preferred Bank under the APC Business Loan Agreement for a total of $3.8 million for the benefit of certain health plans. The standby letters of credit are automatically extended without amendment for additional one year periods from the present or any future expiration date, unless notified by the institution in advance of the expiration date that the letter will be terminated. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Provision for income taxes consisted of the following (in thousands): Years ended December 31, 2021 2020 2019 Current Federal $ 22,801 $ 43,572 $ 9,035 State 11,605 19,155 5,925 34,406 62,727 14,960 Deferred Federal (3,794) (4,963) (3,508) State (2,158) (1,657) (3,285) (5,952) (6,620) (6,793) Total provision for income taxes $ 28,454 $ 56,107 $ 8,167 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 December 31, 2021, the Company had federal and California net operating loss carryforwards of approximately $97.9 million and $120.8 million, respectively. The federal and California net operating loss carryforwards will expire at various dates from 2027 through 2040; however, $77.7 million of the federal operating loss do not expire and can be carried forward indefinitely. 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 years’ period since the last ownership change. Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2021 and 2020 are shown below (in thousands). A valuation allowance of $22.4 million and $15.5 million as of December 31, 2021 and 2020, respectively, has been established against the Company’s deferred tax assets related to loss entities the Company cannot consolidate under the federal consolidation rules, as realization of these assets is uncertain. Valuation allowance increased by $6.8 million in 2021. 2021 2020 Deferred tax assets State taxes $ 2,379 $ 3,932 Stock options — 461 Accrued expenses 1,864 3,905 Allowance for bad debts 153 351 Investment in other entities 3,289 702 Net operating loss carryforward 28,992 20,758 Lease liability 4,208 4,979 Unrealized Gain 3,007 — Other 705 665 Deferred tax assets before valuation allowance 44,597 35,753 Valuation allowance (22,351) (15,517) Net deferred tax assets 22,246 20,236 Deferred tax liabilities Property and equipment (777) (661) Acquired intangible assets (23,763) (24,661) Stock options (1,641) — Right-of-use assets (4,117) (4,888) Debt issuance cost (988) — 481(a) adjustment (87) (985) Deferred tax liabilities (31,373) (31,195) Net deferred liabilities $ (9,127) $ (10,959) The provision for income taxes differs from the amount computed by applying the federal income tax rate as follows for the years ended December 31: Years ended December 31, 2021 2020 2019 Tax provision at U.S. federal statutory rates 21.0 % 21.0 % 21.0 % State income taxes net of federal benefit 7.8 7.7 8.1 Non-deductible permanent items 3.7 0.3 3.3 Variable interest entities (1.3) (0.2) (2.7) Stock-based compensation (1.0) 0.3 (1.5) Change in valuation allowance 8.9 3.2 3.2 Investment basis adjustment (2.1) — — Other — (1.0) 0.2 Effective income tax rate 36.9 % 31.3 % 31.6 % The Company’s effective tax rate is different from the federal statutory rate of 21% due primarily to state taxes, change in valuation allowance, and permanent adjustments. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law. The CARES Act, among other things, permits net operating loss carryovers and carrybacks and modifications on the limitation of business interests. As of December 31, 2021, the Company does not expect the CARES Act to result in any material impact on the Company’s effective tax rate. As of December 31, 2021 and 2020, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters. The Company will recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. |
Mezzanine and Stockholders' Equ
Mezzanine and Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Mezzanine and Stockholders’ Equity | Mezzanine and Stockholders’ Equity Mezzanine Equity APC As the redemption feature (see Note 2 — “Basis of Presentation and Summary of Significant Accounting Policies”) of APC’s shares of common stock is not solely within the control of APC, the equity of APC does not qualify as permanent equity and has been classified as non-controlling interests in mezzanine or temporary equity. APC’s shares were not redeemable and it was not probable that the shares would become redeemable as of December 31, 2021, 2020 and 2019. In September 2019, AP-AMH purchased 1,000,000 shares of APC Series A Preferred Stock for aggregate consideration of $545.0 million in a private placement. This investment was eliminated in consolidation. In relation to the issuance of APC Series A Preferred Stock, APC incurred $0.9 million in cost (see Note 1 — “Description of Business”). Stockholders’ Equity Preferred Stock – Series A In October 2015, ApolloMed entered into an agreement with NMM pursuant to which ApolloMed sold to NMM, and NMM purchased from ApolloMed, in a private offering of securities, 1,111,111 units, each unit consisting of one share of ApolloMed’s Series A Preferred Stock and a common stock warrant to purchase one share of ApolloMed’s common stock at an exercise price of $9.00 per share. NMM paid ApolloMed an aggregate of $10.0 million for the units. Preferred Stock – Series B In March 2016, ApolloMed entered into an agreement with NMM pursuant to which ApolloMed sold to NMM, and NMM purchased from ApolloMed, in a private offering of securities, 555,555 units, each unit consisting of one share of ApolloMed’s Series B Preferred Stock and a common stock warrant to purchase one share of ApolloMed’s common stock at an exercise price of $10.00 per share. NMM paid ApolloMed an aggregate $5.0 million for the units. Common Stock 2017 Share Issuances and Repurchases In December 2017, ApolloMed completed its business combination with NMM following the satisfaction or waiver of the conditions set forth in the Merger Agreement, pursuant to which Merger Subsidiary merged with and into NMM, with NMM surviving as a wholly owned subsidiary of ApolloMed. In connection with the 2017 Merger and as of the effective time of the 2017 Merger (the “Effective Time”): • each issued and outstanding share of NMM common stock was converted into the right to receive such number of shares of common stock of ApolloMed that results in the former NMM shareholders who did not dissent from the 2017 Merger (“former NMM Shareholders”) having a right to receive an aggregate of 30,397,489 shares of common stock of ApolloMed, subject to the 10% holdback pursuant to the Merger Agreement; • ApolloMed issued to former NMM Shareholders each former NMM Shareholder’s pro rata portion of (i) warrants to purchase an aggregate of 850,000 shares of common stock of ApolloMed, exercisable at $11.00 per share, and (ii) warrants to purchase an aggregate of 900,000 shares of common stock of ApolloMed, exercisable at $10.00 per share; and • ApolloMed held back an aggregate of 3,039,749 shares of common stock issuable to former NMM Shareholders, representing 10% of the total number of shares of ApolloMed common stock issuable to former NMM Shareholders, to secure indemnification rights of AMEH and its affiliates under the Merger Agreement (the “Holdback Shares”). The Holdback Shares were issued and outstanding as of December 31, 2021. The first tranche of 1,519,805 shares were issued in December 2018 and the remaining 1,511,380 were issued in December 2019, net of shares repurchase. The shares of common stock issuable to former NMM shareholders in the exchange were 25,675,630 (net of 10% holdback and Treasury Shares). The 10% holdback shares were released to all the former NMM shareholders based on their respective pro rata ownership interest in NMM at the Effective Time without regard to whether the former NMM shareholders are providing any services to the Company at the time of this distribution. This holdback accommodation was made as indemnification protection to the accounting acquiree (ApolloMed), and as such, is not considered compensatory. At the time when these holdback shares were issued to the former NMM shareholders, the Company recorded the stock issuance with a reduction to additional paid-in capital to properly reflect the shares outstanding. Upon consummation of the 2017 Merger, the Company issued 520,081 shares of its common stock with a fair value of approximately $5.4 million from the conversion of a convertible promissory note issued by the Company in 2017. As of December 31, 2021, 140,954 holdback shares have not been issued to certain former NMM shareholders who were NMM shareholders at the time of closing of the 2017 Merger, as they have yet to submit properly completed letters of transmittal to ApolloMed in order to receive their pro rata portion of ApolloMed common stock and warrants as contemplated under the Merger Agreement. Pending such receipt, such former NMM shareholders have the right to receive, without interest, their pro rata share of dividends or distributions with a record date after the effectiveness of the 2017 Merger. The consolidated financial statements have treated such shares of common stock as outstanding, given the receipt of the letter of transmittal is considered perfunctory and the Company is legally obligated to issue these shares in connection with the 2017 Merger. Dividends During the years ended December 31, 2021, 2020, and 2019, NMM did not pay any dividends. During the years ended December 31, 2021, 2020, and 2019, APC paid dividends of $29.9 million, $136.6 million and $60.0 million, respectively. During the years ended December 31, 2021, 2020, and 2019, CDSC paid distributions of $1.5 million, $2.1 million and $2.6 million, respectively. Treasury Stock APC owned 10,925,702 shares of ApolloMed’s common stock as of December 31, 2021, and 12,323,164 shares of ApolloMed’s common stock as of December 31, 2020, respectively, which are legally issued and outstanding but excluded from shares of common stock outstanding in the consolidated financial statements, as such shares are treated as treasury shares for accounting purposes (see Note 1 — “Description of Business”). |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock-Based Compensation Equity Incentive Plans In connection with the 2017 Merger, the Company assumed ApolloMed’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 issues new shares to satisfy stock option and warrant exercises under the 2013 Plan. As of December 31, 2021, there were no shares available for future grants under the 2013 Plan. In connection with the 2017 Merger, the Company assumed ApolloMed’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 2013 Plan, but that ordinarily would have been restored to such plans reserve due to award forfeitures and terminations, were rolled 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 approved by ApolloMed’s stockholders at ApolloMed’s 2016 annual meeting of stockholders that was held in September 2016. As of December 31, 2021, 2020, and 2019, there were approximately 1.7 million, 0.1 million and 0.5 million shares available for future grants under the 2015 Plan, respectively. The following table summarizes the stock-based compensation expense recognized under all of the Company’s stock plans in 2021, 2020, and 2019 and associated with the issuance of restricted shares of common stock and vesting of stock options that are included in general and administrative expenses in the accompanying consolidated statements of income recognized (in thousands): Years ended December 31, 2021 2020 2019 Stock options $ 2,480 $ 1,763 $ 688 Restricted stock awards 4,265 1,620 252 APC stock options — — 607 Total share-based compensation expense $ 6,745 $ 3,383 $ 1,547 Unrecognized compensation expense related to total share-based payments outstanding as of December 31, 2021 was $21.3 million. Options The Company’s outstanding stock options consisted of the following: Shares Weighted-Average Weighted-Average Aggregate Options outstanding at January 1, 2021 725,864 $ 13.25 3.75 $ 3.4 Options granted 137,927 66.29 — — Options exercised (40,000) 5.20 — 2.8 Options canceled, forfeited or expired (9,826) 3.89 — — Options outstanding at December 31, 2021 813,965 $ 22.74 3.20 $ 41.6 Options exercisable at December 31, 2021 618,006 $ 10.22 2.14 $ 37.1 During the years ended December 31, 2021 and 2020, stock options were exercised for 40,000 and 0.1 million shares, respectively, of the Company’s common stock, which resulted in proceeds of approximately $0.2 million and $0.3 million, respectively. The exercise price was $5.20 per share for the exercises during the year ended December 31, 2021 and ranged from $2.10 to $5.00 per share for the exercises during the year ended December 31, 2020. During the year ended December 31, 2021, no stock options were exercised pursuant the cashless exercise provision. The total intrinsic value of stock options exercised was $2.8 million, $1.8 million, and $2.7 million during the years ended December 31, 2021, 2020, and 2019, respectively. The intrinsic value of stock options is defined as the difference between the Company’s stock price on the exercise date and the grant date exercise price. During the year ended December 31, 2021, the Company granted 0.1 million five-year stock options to certain ApolloMed executives with exercise price ranging from $23.24-$80.00. The weighted-average grant-date fair value of options granted during the years ended December 31, 2021, 2020, and 2019 was $32.63, $9.89, and $11.33, respectively. The options granted during the year ended December 31, 2021 were recognized at fair value, as determined using the Black-Scholes option pricing model as follows: December 31, 2021 Executives Expected term 3.5 years Expected volatility 75.45% - 81.10% Risk-free interest rate 0.19% - 1.15% Market value of common stock 12.86-37.82 Annual dividend yield 0 % Forfeiture rate 0 % Restricted Stock Awards The Company’s unvested restricted stock award activity for the year ended December 31, 2021 consisted of the following: Number of Weighted Average Unvested as of January 1, 2021 262,419 $17.96 Granted 332,202 50.73 Vested (39,910) 17.03 Forfeited (13,204) 29.88 Unvested as of December 31, 2021 541,507 $37.84 The Company grants restricted stock awards to employees and executives, which are earned based on service conditions. The awards will vest over a period of six months to three years in accordance with the terms of those plans. The grant date fair value of the restricted stock awards is that day’s closing market price of the Company’s common stock. During the year ended December 31, 2021, the Company granted restricted stock awards for employees totaling 0.3 million shares with a weighted-average grant-date fair value of $50.73. The weighted-average grant-date fair value of restricted stock awards granted during the years ended December 31, 2020, and 2019 was $17.56 and $18.65, respectively. The total fair value of restricted stock awards, as of their respective vesting dates during the years ended December 31, 2021, 2020, and 2019 were $1.1 million, $1.4 million, and $0, respectively. Warrants Common stock warrants, to purchase 1,111,111 shares of ApolloMed common stock, issued to NMM in connection with the Series A Preferred Stock investment in ApolloMed were subject to exercise through March 30, 2021, for $9.00 per share, subject to adjustment in the event of stock dividends and stock splits. As part of the 2017 Merger between NMM and ApolloMed, such warrants were distributed to former NMM shareholders on a pro rata basis utilizing the percentage of shares of NMM held by each shareholder prior to the 2017 Merger date. Common stock warrants, to purchase 555,555 shares of ApolloMed common stock, issued to NMM in connection with the Series B Preferred Stock investment in ApolloMed were subject to exercise through March 30, 2021, for $10.00 per share, subject to adjustment in the event of stock dividends and stock splits. As part of the 2017 Merger between NMM and ApolloMed, such warrants were distributed to former NMM shareholders on a pro-rata basis utilizing the percentage of shares of NMM held by each shareholder prior to the 2017 Merger date. Common stock warrants, to purchase 850,000 shares, for $11.00 per share, and 900,000 shares, for $10.00 per share, of ApolloMed common stock, issued to former NMM shareholders on a pro-rata basis in connection with the Merger, may be exercised at any time after issuance and through December 8, 2022, subject to adjustment in the event of stock dividends and stock splits. The Company’s outstanding warrants consisted of the following: Shares Weighted-Average Weighted-Average Aggregate Warrants outstanding at January 1, 2021 1,878,126 $ 10.39 1.63 14.8 Warrants granted — — — — Warrants exercised (858,583) 10.30 — 41.1 Warrants forfeited (17,803) 9.72 — — Warrants outstanding at December 31, 2021 1,001,740 $ 10.49 0.94 $ 63.1 Exercise Price Per Warrants Weighted- Warrants Weighted- 10.00 515,176 0.94 515,176 10.00 11.00 486,564 0.94 486,564 11.00 $10.00 – $11.00 1,001,740 0.94 1,001,740 $ 10.49 During the years ended December 31, 2021 and 2020, common stock warrants were exercised for 0.9 million and 1.2 million shares of the Company’s common stock, respectively, which resulted in proceeds of approximately $8.8 million and $10.5 million, respectively. The exercise price ranged from $9.00 to $10.00 per share during year ended December 31, 2021 and December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Regulatory Matters Laws and regulations governing the Medicare program and healthcare generally are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing. While no regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation, as well as significant regulatory action including fines, penalties, and exclusion from the Medicare and Medi-Cal programs. As a risk-bearing organization, the Company is required to follow regulations of the 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. At December 31, 2021 and 2020, APC, Alpha Care and Accountable Health Care were in compliance with these regulations. Many of the Company’s payor and provider contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of medical services. Such differing interpretations may not come to light until a substantial period of time has passed following contract implementation. Liabilities for claims disputes are recorded when the loss is probable and can be estimated. Any adjustments to reserves are reflected in current operations. Standby Letters of Credit As part of the APAACO participation with CMS, the Company must provide a financial guarantee to CMS, the guarantee generally must be in an amount of 2% of the Company’s benchmark Medicare Part A and Part B expenditures. In August 2020, $14.8 million of the irrevocable standby letters of credit were released by CMS and $0 remain outstanding as of December 31, 2021. APC and Alpha Care established irrevocable standby letters of credit with Preferred Bank for a total of $0.3 million and $3.8 million, respectively, for the benefit of certain health plans (see Note 10 — “Credit Facility, Bank Loan, and Lines of Credit”). Litigation From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of its business. The resolution of any claim or litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows, or results of operations. Liability Insurance The Company believes that its insurance coverage is appropriate based upon the Company’s claims experience and the nature and risks of the Company’s business. In addition to the known incidents that have resulted in the assertion of claims, the Company cannot be certain that its insurance coverage will be adequate to cover liabilities arising out of claims asserted against the Company, the Company’s affiliated professional organizations or the Company’s affiliated hospitalists in the future where the outcomes of such claims are unfavorable. The Company believes that the ultimate resolution of all pending claims, including liabilities in excess of the Company’s insurance coverage, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows; however, there can be no assurance that future claims will not have such a material adverse effect on the Company’s business. Contracted physicians are required to obtain their own insurance coverage. Although the Company currently maintains liability insurance policies on a claims-made basis, which are intended to cover malpractice liability and certain other claims, the coverage must be renewed annually, and may not continue to be available to the Company in future years at acceptable costs, and on favorable terms. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related-Party Transactions During the years ended December 31, 2021, 2020, and 2019, NMM earned approximately $18.7 million, $16.9 million, and $17.3 million, respectively, in management fees, of which $7.0 million and $2.3 million, remained outstanding, at December 31, 2021 and 2020 respectively, from LMA, which is accounted for under the equity method based on 25% equity ownership interest held by APC (see Note 6 — “Investments in Other Entities”). During the years ended December 31, 2021, 2020, and 2019, APC paid approximately $2.4 million, $2.2 million, and $2.7 million, respectively, to PMIOC for provider services, which is accounted for under the equity method based on 40% equity ownership interest held by APC (see Note 6 — “Investments in Other Entities”). During the years ended December 31, 2021, 2020, and 2019, APC paid approximately $0, $6.0 million, and $7.8 million, respectively, to DMG for provider services, which is accounted for under the equity method based on 40% equity ownership interest held by APC (see Note 6 — “Investments in Other Entities”). In October 2021, DMG was consolidated by Apollo. As such, DMG is no longer a related party. During the years ended December 31, 2021, 2020, and 2019, APC paid approximately $0.7 million, $0.5 million, $0.4 million, respectively, to Advance Diagnostic Surgery Center for services as a provider. Advance Diagnostic Surgery Center shares common ownership with certain board members of APC. During the years ended December 31, 2021, 2020, and 2019, APC paid approximately $0.1 million, $0.1 million, and $0.1 million respectively, to Fresenius and their subsidiaries for services as a provider. During the year ended December 31, 2021 and 2020, APAACO paid approximately $0.7 million and $0.7 million, respectively, to Fresenius and their subsidiaries for services as a provider. One of the Company’s board members is an officer of Fresenius and their subsidiaries. During the years ended December 31, 2021 and 2020, APC paid approximately $2.0 million and $0.3 million, respectively, to Fulgent Genetics, Inc. for services as a provider. Fulgent Genetics, Inc. shares common a board member with the Company starting in 2019. During the years ended December 31, 2021 and 2020, NMM paid approximately $1.3 million and $1.4 million, respectively, to One MSO, Inc. (“One MSO”) for an office lease. One MSO is accounted for under the equity method based on 50% equity ownership interest held by APC (see Note 6 — “Investments in Other Entities”). During the years ended December 31, 2021, 2020, and 2019, the Company paid approximately $0, $0.3 million, and $0.5 million respectively, to Critical Quality Management Corp (“CQMC”) for an office lease. As of December 31, 2020, the office lease has ended. CQMC shares common ownership with certain board members of APC (see Note 19 — “Leases”). During the years ended December 31, 2021, 2020, and 2019, SCHC paid approximately $0.4 million, $0.4 million, and $0.4 million respectively, to Numen, LLC (“Numen”) for an office lease. Numen is owned by a shareholder of APC (see Note 19 — “Leases”). During the years ended December 31, 2021 and 2020, APC paid approximately $15.4 million and $0, respectively, to Arroyo Vista Family Health Center (“Arroyo Vista”) for services as a provider. The CEO of Arroyo Vista became a board member with the Company in 2021. The Company has agreements with Health Source MSO Inc., a California corporation (“HSMSO”), Aurion Corporation (“Aurion”), and AHMC for services provided to the Company. One of the Company’s board members is an officer of AHMC, HSMSO, and Aurion. Aurion is also partially owned by one of the Company’s board members. The following table sets forth fees incurred and income received related to AHMC, HSMSO, and Aurion Corporation (in thousands): Years ended December 31, 2021 2020 AHMC – Risk pool earnings net of claims payment $ 46,908 $ 28,767 HSMSO – Management fees, net (629) (949) Aurion – Management fees (302) (303) Receipts, net $ 45,977 $ 27,515 The Company and AHMC have a risk-sharing agreement with certain AHMC hospitals to share the surplus and deficits of each of the hospital pools. During the years ended December 31, 2021, 2020, and 2019, the Company has recognized risk pool revenue under this agreement of $60.1 million, $42.6 million, and $49.3 million, respectively, of which $58.4 million and $45.3 million, remain outstanding as of December 31, 2021 and 2020, respectively. During the years ended December 31, 2021, 2020, and 2019, APC paid an aggregate of approximately $34.8 million, $33.1 million, and $30.8 million, respectively, to shareholders of APC for provider services, which included approximately $8.5 million, $9.0 million, and $8.8 million, respectively, to shareholders who are also officers of APC. During the years ended December 31, 2021, 2020, and 2019, NMM paid approximately $44,000, $0.1 million, and $0.2 million to an ApolloMed board member, Matthew Mazdyasni, for consulting services. In addition, affiliates wholly owned by the Company’s officers, including Dr. Thomas Lam, ApolloMed’s Co-CEO and President, are reported in the accompanying consolidated statements of income on a consolidated basis, together with the Company’s subsidiaries, and therefore, the Company does not separately disclose transactions between such affiliates and the Company’s subsidiaries as related-party transactions. For equity method investments, loans receivable and line of credits from related parties, see Note 6 — “Investments in Other Entities,” Note 7 — “Loans Receivable — Related Parties,” and Note 10 — “Credit Facility, Bank Loan, and Lines of Credit,” respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanNMM has a qualified 401(k) plan that covers substantially all employees who have completed at least six months of service and meet minimum age requirements. Participants may contribute a portion of their compensation to the plan, up to the maximum amount permitted under Section 401(k) of the Internal Revenue Code. Participants become fully vested after six years of service. NMM matches a portion of the participants’ contributions. NMM’s matching contributions for the years ended December 31, 2021 and 2020 were approximately $0.4 million and $0.4 million. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per ShareBasic net income per share is calculated by dividing net income by the weighted-average number of shares of the Company’s common stock issued and outstanding during a certain period. Diluted net income 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 preferred stock and the treasury stock method for options and common stock warrants. As of December 31, 2021, 2020, and 2019, APC held 10,925,702, 12,323,164 and 17,290,317 shares, respectively, of ApolloMed's common stock, which are treated as treasury shares for accounting purposes and not included in the number of shares of common stock outstanding used to calculate earnings per share (see Note 12 — “Mezzanine and Shareholders’ Equity”). The non-controlling interests in APC are allocated their share of ApolloMed’s income from APC’s ownership of ApolloMed common stock and this is included in the net income attributable to non-controlling interests on the consolidated statements of income. Therefore, none of the shares of ApolloMed held by APC are considered outstanding for the purposes of basic or diluted earnings per share computation. Below is a summary of the earnings per share computations: Years ended December 31, 2021 2020 2019 Earnings per share – basic $ 1.69 $ 1.04 $ 0.41 Earnings per share – diluted $ 1.63 $ 1.01 $ 0.39 Weighted-average shares of common stock outstanding – basic 43,828,664 36,527,672 34,708,429 Weighted-average shares of common stock outstanding – diluted 45,403,085 37,448,430 36,403,279 Below is a summary of the shares included in the diluted earnings per share computations: Years ended December 31, 2021 2020 2019 Weighted-average shares of common stock outstanding – basic 43,828,664 36,527,672 34,708,429 Stock options 495,618 182,999 295,672 Warrants 819,151 717,029 1,384,078 Management restricted stock awards 23,824 7,242 15,100 Executive restricted stock awards 235,828 13,488 — Weighted-average shares of common stock outstanding – diluted 45,403,085 37,448,430 36,403,279 |
Variable Interest Entities (VIE
Variable Interest Entities (VIEs) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities (VIEs) | Variable Interest Entities (VIEs) A VIE is defined as a legal entity whose equity owners do not have sufficient equity at risk, or, as a group, the holders of the equity investment at risk lack any of the following three characteristics: decision-making rights, the obligation to absorb losses, or the right to receive the expected residual returns of the entity. The primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and the obligation to absorb expected losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The Company follows guidance on the consolidation of VIEs that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. See Note 2 – “Basis of Presentation and Summary of Significant Accounting Policies — Variable Interest Entities” to the accompanying consolidated financial statements for information on how the Company determines VIEs and its treatment. The following table includes assets that can only be used to settle the liabilities of APC and its VIEs, including Alpha Care and Accountable Health Care, and to which the creditors of ApolloMed have no recourse, and liabilities to which the creditors of APC, including Alpha Care and Accountable Health Care, have no recourse to the general credit of ApolloMed, as the primary beneficiary of the VIEs. These assets and liabilities, with the exception of the investment in a privately held entity that does not report net asset value per share and amounts due to affiliates, which are eliminated upon consolidation with NMM, are included in the accompanying consolidated balance sheets (in thousands). The assets and liabilities of the Company’s other consolidated VIEs were not considered significant. December 31, 2021 2020 Assets Current assets Cash and cash equivalents $ 161,762 $ 126,158 Investment in marketable securities 49,066 67,637 Receivables, net 7,251 5,155 Receivables, net – related party 62,180 46,718 Income taxes receivable 1,342 — Other receivables 1,833 1,084 Prepaid expenses and other current assets 11,734 14,863 Loans receivable — related parties 4,000 — Amounts due from affiliates* 6,598 — Total current assets 305,766 261,615 Non-current assets Land, property and equipment, net 49,547 27,599 Intangible assets, net 58,282 69,250 Goodwill 109,656 109,460 Loans receivable – related parties 89 4,145 Investments in other entities – equity method 41,715 43,516 Investment in a privately held entity 405 36,584 Investment in affiliates* 802,821 225,144 Restricted cash – long-term — 500 Operating lease right-of-use assets 4,953 6,298 Other assets 3,219 17,177 Total non-current assets 1,070,687 539,673 Total assets $ 1,376,453 $ 801,288 Current liabilities Accounts payable and accrued expenses $ 11,591 $ 12,963 Fiduciary accounts payable 10,534 9,642 Medical liabilities 44,000 37,684 Income taxes payable — 4,225 Dividend payable 556 485 Amount due to affiliate* — 22,698 Finance lease liabilities 110 102 Operating lease liabilities 1,250 1,242 Current portion of long-term debt 780 201 Total current liabilities 68,821 89,242 Non-current liabilities Deferred tax liability 1,982 9,144 Finance lease liabilities, net of current portion 193 311 Operating lease liabilities, net of current portion 3,950 5,242 Long-term debt, net of current portion 7,114 7,379 Other long-term liabilities 9,614 — Total non-current liabilities 22,853 22,076 Total liabilities $ 91,674 $ 111,318 *Investment in affiliates include APC’s investment in ApolloMed, which is reflected as treasury shares and eliminated upon consolidation. Amount due to, or due from, affiliates are payables and receivables with ApolloMed’s subsidiaries and consolidated VIEs. As a result, these balances are eliminated upon consolidation and are not reflected on ApolloMed’s consolidated balance sheets as of December 31, 2021 and 2020. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company has operating and finance leases for corporate offices, physicians’ offices, and certain equipment. These leases have remaining lease terms ranging from seven months to eight years, some of which may include options to extend the leases for up to ten years, and some of which may include options to terminate the leases within one year. As of December 31, 2021 and December 31, 2020, assets recorded under finance leases were $1.3 million and $0.4 million, respectively, and accumulated depreciation associated with finance leases was $0.6 million and $0.4 million, respectively. Also, the Company rents or subleases certain real estate to third parties, which are accounted for as operating leases. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. The components of lease expense were as follows (in thousands): December 31, 2021 December 31, 2020 Operating lease cost $ 6,025 $ 6,589 Finance lease cost Amortization of lease expense 208 105 Interest on lease liabilities 26 14 Sublease income (852) (784) Total lease cost $ 5,407 $ 5,924 December 31, 2021 December 31, 2020 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,083 $ 5,804 Operating cash flows from finance leases 26 14 Financing cash flows from finance leases 208 105 Right-of-use assets obtained in exchange for lease liabilities: Operating leases — 7,652 Finance leases — — December 31, 2021 December 31, 2020 Weighted-Average Remaining Lease Term Operating leases 6.27 years 6.80 years Finance leases 3.26 years 3.67 years Weighted-Average Discount Rate Operating leases 6.10 % 6.10 % Finance leases 4.53 % 3.00 % Years ending December 31, Operating Leases Finance Leases 2022 $ 3,543 $ 543 2023 3,303 443 2024 2,940 377 2025 2,648 214 2026 2,070 — Thereafter 4,740 — Total future minimum lease payments 19,244 1,577 Less: imputed interest 3,417 118 Total lease obligations 15,827 1,459 Less: current portion 2,629 486 Long-term lease obligations $ 13,198 $ 973 As of December 31, 2021, the Company does not have additional operating or finance leases that have not yet commenced. |
Leases | Leases The Company has operating and finance leases for corporate offices, physicians’ offices, and certain equipment. These leases have remaining lease terms ranging from seven months to eight years, some of which may include options to extend the leases for up to ten years, and some of which may include options to terminate the leases within one year. As of December 31, 2021 and December 31, 2020, assets recorded under finance leases were $1.3 million and $0.4 million, respectively, and accumulated depreciation associated with finance leases was $0.6 million and $0.4 million, respectively. Also, the Company rents or subleases certain real estate to third parties, which are accounted for as operating leases. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. The components of lease expense were as follows (in thousands): December 31, 2021 December 31, 2020 Operating lease cost $ 6,025 $ 6,589 Finance lease cost Amortization of lease expense 208 105 Interest on lease liabilities 26 14 Sublease income (852) (784) Total lease cost $ 5,407 $ 5,924 December 31, 2021 December 31, 2020 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,083 $ 5,804 Operating cash flows from finance leases 26 14 Financing cash flows from finance leases 208 105 Right-of-use assets obtained in exchange for lease liabilities: Operating leases — 7,652 Finance leases — — December 31, 2021 December 31, 2020 Weighted-Average Remaining Lease Term Operating leases 6.27 years 6.80 years Finance leases 3.26 years 3.67 years Weighted-Average Discount Rate Operating leases 6.10 % 6.10 % Finance leases 4.53 % 3.00 % Years ending December 31, Operating Leases Finance Leases 2022 $ 3,543 $ 543 2023 3,303 443 2024 2,940 377 2025 2,648 214 2026 2,070 — Thereafter 4,740 — Total future minimum lease payments 19,244 1,577 Less: imputed interest 3,417 118 Total lease obligations 15,827 1,459 Less: current portion 2,629 486 Long-term lease obligations $ 13,198 $ 973 As of December 31, 2021, the Company does not have additional operating or finance leases that have not yet commenced. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Orma Health, Inc., and Provider Growth Solutions LLC (together, "Orma Health") In January 2022, the Company announced that it acquired 100% of the capital stock of Orma Health, Inc., and Provider Growth Solutions, LLC (together, “Orma Health”) in accordance with an agreement between ApolloMed, Orma, and certain equity holders of Orma Health. Per the agreement, the purchase price consists of $2.0 million in cash and shares. Through its suite of AI-driven solutions, Orma Health currently serves over 4,000 aligned Medicare beneficiaries in a Direct Contracting Entity (“DCE”) and over 2,500 patients in California, Nevada, Arizona, and Texas through its remote patient monitoring ("RPM") platform. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). |
Principles of Consolidation | Principles of Consolidation The consolidated balance sheets as of December 31, 2021 and 2020 and consolidated statements of income for the years ended December 31, 2021, 2020 and 2019 include the accounts of (1) ApolloMed, ApolloMed’s consolidated subsidiaries, NMM, AMM, and APAACO, and its VIEs, AP-AMH, AP-AMH 2, Sun Labs, and DMG; (2) AP-AMH 2’s consolidated subsidiary, APCMG; (3) AMM’s consolidated VIEs, SCHC and AMH; (4) NMM’s VIE, APC; (5) APC’s consolidated subsidiaries, Universal Care Acquisition Partners, LLC (“UCAP”), MPP, AMG Properties, ZLL, and its VIEs, CDSC, APC-LSMA, ICC, and Tag 8; and (6) APC-LSMA’s consolidated subsidiaries, Alpha Care, Accountable Health Care, and AMG. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include collectability of receivables, recoverability of long-lived and intangible assets, business combinations and goodwill valuation and impairment, accrual of medical liabilities (IBNR claims), determination of full-risk and shared-risk revenue and receivables (including constraints, completion factors, and historical margins), income tax valuation allowance, share-based compensation, and right-of-use assets and lease liabilities. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates and assumptions. |
Variable Interest Entities | Variable Interest Entities On an ongoing basis, as circumstances indicate the need for reconsideration, the Company evaluates each legal entity that is not wholly owned by it in accordance with the consolidation guidance. The evaluation considers all of the Company’s variable interests, including equity ownership, as well as management services agreements (“MSA”). To fall within the scope of the consolidation guidance, an entity must meet both of the following criteria: • The entity has a legal structure that has been established to conduct business activities and to hold assets; such entity can be in the form of a partnership, limited liability company, or corporation, among others; and • The Company has a variable interest in the legal entity – i.e., variable interests that are contractual, such as equity ownership, or other financial interests that change with changes in the fair value of the entity’s net assets. If an entity does not meet both criteria above, the Company applies other accounting guidance, such as the cost or equity method of accounting. If an entity does meet both criteria above, the Company evaluates such entity for consolidation under either the variable interest model if the legal entity meets any of the following characteristics to qualify as a VIE, or under the voting model for all other legal entities that are not VIEs. A legal entity is determined to be a VIE if it has any of the following three characteristics: • The entity does not have sufficient equity to finance its activities without additional subordinated financial support; • The entity is established with non-substantive voting rights (i.e., where the entity deprives the majority economic interest holder(s) of voting rights); or • The equity holders, as a group, lack the characteristics of a controlling financial interest. Equity holders meet this criterion if they lack any of the following: • The power, through voting rights or similar rights, to direct the activities of the entity that most significantly influence the entity’s economic performance, as evidenced by: • Substantive participating rights in day-to-day management of the entity’s activities; or • Substantive kick-out rights over the party responsible for significant decisions; • The obligation to absorb the entity’s expected losses; or • The right to receive the entity’s expected residual returns. If the Company concludes that any of the three characteristics of a VIE are met, the Company will conclude that the entity is a VIE and evaluate it for consolidation under the variable interest model. Variable interest model If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company consolidates a VIE if both power and benefits belong to the Company – that is, the Company (i) has the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power), and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (benefits). The Company consolidates VIEs whenever it is determined that the Company is the primary beneficiary. Refer to Note 18 – “Variable Interest Entities (VIEs)” to the consolidated financial statements for information on the Company’s consolidated VIE. If there are variable interests in a VIE but the Company is not the primary beneficiary, the Company may account for the investment using the equity method of accounting, refer to Note 6 – “Investments in Other Entities” for entities that qualify as VIEs but the Company is not the primary beneficiary. |
Business Combinations | 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 | Reportable SegmentsThe Company operates as one reportable segment, the healthcare delivery segment, and implements and operates innovative healthcare 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash and cash equivalents primarily consist of money market funds and certificates of deposit. The Company considers all highly liquid investments that are both readily convertible into known amounts of cash and mature within 90 days from their date of purchase to be cash equivalents. |
Restricted Cash | Restricted CashRestricted cash consists of cash held as collateral to secure standby letters of credits as required by certain contracts. |
Investments in Marketable Securities | Investments in Marketable Securities Investments in marketable securities consist of equity securities and certificates of deposit with various financial institutions. The appropriate classification of investments is determined at the time of purchase and such designation is reevaluated at each balance sheet date. As of December 31, 2021 and 2020, investments in marketable securities were approximately $53.4 million and $67.7 million, respectively. Certificates of deposit are reported at par value, plus accrued interest, with maturity dates from four months to twenty-four months (see fair value measurements of financial instruments below). As of December 31, 2021 and 2020, certificates of deposit amounted to approximately $25.0 million and $67.6 million, respectively. Investments in certificates of deposit are classified as Level 1 investments in the fair value hierarchy. Equity securities are reported at fair value. These securities are classified as Level 1 in the valuation hierarchy, where quoted market prices from reputable third-party brokers are available in an active market and unadjusted. The trading volume of certain equity securities we hold is low, thus resulting in our determination that such equity securities do not have an active market with buyers and sellers ready to trade. Accordingly, we classify such equity securities as Level 2 in the valuation hierarchy, and their valuation is based on weighted-average share prices from observable market data. Equity securities held by the Company are primarily comprised of common stock of a payor partner that completed its IPO in June 2021 and Clinigence Holdings, Inc. (“Clinigence”). The common stock of a payor partner were acquired as a result of UCAP selling its 48.9% ownership interest in Universal Care, Inc. (“UCI”) in April 2020. As of December 31, 2021, the equity securities from the payor partner amounted to $24.0 million. As of December 31, 2020, prior to our payor partner’s IPO, the related investment balance was included in investments in privately held entities at its cost basis of $36.2 million in the accompanying consolidated balance sheets. In September 2021, ApolloMed and Clinigence entered into a stock purchase agreement in which ApolloMed purchased shares of common stock, warrants, and potentially additional common stock if certain metrics are not met (“contingent equity securities”) for $3.0 million. The common stock is included in investments in marketable securities and the warrants and contingent equity securities are classified as derivatives and included in other assets and prepaid expenses and other current assets, respectively, in the accompanying consolidated balance sheets. See Note 2 - “Basis of Presentation and Summary of Significant Accounting Policies - Derivative Financial Instruments” in the accompanying consolidated financial statements for information on the treatment of the derivative instruments. The Company recognized unrealized losses of $10.7 million during the year ended December 31, 2021 in unrealized gain or loss on investments in the accompanying consolidated statements of income. |
Receivables. Receivables – Related Parties, and Loan Receivable - Related Party | Receivables, Receivables – Related Parties, and Loan Receivable - Related Party The Company’s receivables are comprised of accounts receivable, capitation and claims receivable, management fee income, incentive receivables, and other receivables. Accounts receivable are recorded and stated at the amount expected to be collected. The Company’s loan receivable - related party consists of promissory notes from payees that are expected to be collected between two Capitation and claims receivable relate to each health plan’s capitation and is received by the Company in the month following the month of service. Risk pool settlements and incentive receivables mainly consist of the Company’s full-risk pool receivable that is recorded quarterly based on reports received from the Company’s hospital partners and management’s estimate of the Company’s portion of the estimated risk pool surplus for open performance years. Settlement of risk pool surplus or deficits occurs approximately 18 months after the risk pool performance year is completed. Other receivables consists of recoverable claims paid related to the 2020 APAACO performance year to be administered following instructions from CMS, FFS reimbursement for patient care, certain expense reimbursements, transportation reimbursements from the hospitals, and stop-loss insurance premium reimbursements. The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends, and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company also regularly analyzes the ultimate collectability of accounts receivable after certain stages of the collection cycle using a look-back analysis to determine the amount of receivables subsequently collected and adjustments are recorded when necessary. Reserves are recorded primarily on a specific identification basis. |
Concentrations of Risks | Concentrations of RisksThe Company disaggregates revenue from contracts by service type and payor type. This level of detail provides useful information pertaining to how the Company generates revenue by significant revenue stream and by type of direct contracts. |
Land, Property and Equipment, Net | Land, Property, and Equipment, Net Land is carried at cost and is not depreciated as it is considered to have an indefinite useful life. Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation and amortization. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets ranging from three Maintenance and repairs are charged to expense as incurred. Upon sale or retirement, the asset cost and related accumulated depreciation and amortization is removed from the accounts, and any related gain or loss is included in the determination of consolidated net income. |
Fair Value Measurements of Financial Instruments | Fair Value Measurements of Financial Instruments The Company’s financial instruments include cash and cash equivalents, restricted cash, investment in marketable securities, receivables, loans receivable, accounts payable, certain accrued expenses, finance lease obligations, and long-term debt. The carrying values of the financial instruments classified as current in the accompanying consolidated balance sheets are considered to be at their fair values, due to the short maturity of these instruments. The carrying amounts of finance lease obligations and long-term debt approximate fair value as they bear interest at rates that approximate current market rates for debt with similar maturities and credit quality. FASB Accounting Standards Codification (“ASC”) 820, Fair Value Measurement (“ASC 820”), applies to all financial assets and financial liabilities that are measured and reported on a fair value basis and requires disclosure that establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 establishes a fair value hierarchy for disclosure of the inputs to valuations used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 —Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date. Level 2 —Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates and yield curves), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 —Unobservable inputs that reflect assumptions about what market participants would use in pricing the asset or liability. These inputs would be based on the best information available, including the Company’s own data. |
Intangible Assets and Long-Lived Assets | Intangible Assets and Long-Lived Assets Intangible assets with finite lives include network-payor relationships, management contracts, and member relationships and are stated at cost, less accumulated amortization, and impairment losses. These intangible assets are amortized on the accelerated method using the discounted cash flow rate. Intangible assets with finite lives also include a patient management platform, as well as trade names and trademarks, whose valuations were determined using the cost to recreate method and the relief from royalty method, respectively. These assets are stated at cost, less accumulated amortization, and impairment losses, and are amortized using the straight-line method. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Under ASC 350, Intangibles – Goodwill and Other (“ASC 350”), goodwill and indefinite-lived intangible assets are reviewed at least annually for impairment. At least annually, at the Company’s fiscal year-end, or sooner if events or changes in circumstances indicate that an impairment has occurred, the Company performs a qualitative assessment to determine whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount as a basis for determining whether it is necessary to complete quantitative impairment assessments for each of the Company’s three reporting units (1) MSOs, (2) IPAs, and (3) ACOs. The Company is required to perform a quantitative goodwill impairment test only if the conclusion from the qualitative assessment is that it is more likely than not that a reporting unit’s fair value is less than the carrying value of its assets. Should this be the case, a quantitative analysis is performed to identify whether a potential impairment exists by comparing the estimated fair values of the reporting units with their respective carrying values, including goodwill. An impairment loss is recognized if the implied fair value of the asset being tested is less than its carrying value. In this event, the asset is written down accordingly. The fair values of goodwill are determined using valuation techniques based on estimates, judgments, and assumptions management believes are appropriate in the circumstances. |
Investments in Other Entities - Equity Method | Investments in Other Entities – Equity Method The Company accounts for certain investments using the equity method of accounting when it is determined that the investment provides the Company with the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the investee and is recognized in the accompanying consolidated statements of income under “Income (loss) from equity method investments” and also is adjusted by contributions to and distributions from the investee. Equity method investments are subject to impairment evaluation. During the years ended December 31, 2019, the Company recognized an impairment loss of approximately $0.3 million related to its investment in Pacific Ambulatory Health Care, LLC as the Company does not believe it will recover its investment balance. Such impairment loss is included in loss from equity method investments in the accompanying consolidated statements of income. There was no impairment loss recorded related to equity method investments for the years ended December 31, 2021 and 2020. Investments in Privately Held Entities The Company accounts for certain investments using the cost method of accounting when it is determined that the investment provides the Company with little or no influence over the investee. Under the cost method of accounting, the investment is measured at cost, adjusted for observable price changes and impairments, with changes recognized in net income. The investments in privately held entities that do not report net asset value are subject to qualitative assessment for indicators of impairments. |
Medical Liabilities | Medical LiabilitiesAPC, Alpha Care, Accountable Health Care, and APCMG (“consolidated IPAs”) and APAACO are responsible for integrated care that the associated physicians and contracted hospitals provide to their enrollees. The consolidated IPAs and APAACO provide integrated care to HMOs, Medicare, and Medi-Cal enrollees through a network of contracted providers under sub-capitation and direct patient service arrangements. Medical costs for professional and institutional services rendered by contracted providers are recorded as cost of services, excluding depreciation and amortization, expense in the accompanying consolidated statements of income.An estimate of amounts due to contracted physicians, hospitals, and other professional providers is included in medical liabilities in the accompanying consolidated balance sheets. Medical liabilities include claims reported as of the balance sheet date and estimated IBNR claims. Such estimates are developed using actuarial methods and are based on numerous variables, including the utilization of healthcare services, historical payment patterns, cost trends, product mix, seasonality, changes in membership, and other factors. The estimation methods and the resulting accrual 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. |
Fiduciary Cash and Payable | Fiduciary Cash and PayableThe consolidated IPAs collect cash from health plans on behalf of their sub-IPAs and providers and pass the money through to them. |
Derivative Financial Instruments | Derivative Financial Instruments Interest Rate Swap Agreements The Company is exposed to interest rate risk on its floating-rate debt. The Company has entered into interest rate swap agreements to effectively convert its floating-rate debt to a fixed-rate basis. The principal objective of these contracts is to eliminate or reduce the variability of the cash flows in interest payments associated with the Company’s floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. Refer to Note 10 - “Credit Facility, Bank Loan, and Lines of Credit,” for further information on our debt. Interest rate swap agreements are not designated as hedging instruments. Changes in the fair value on these contracts are recognized as interest expense in the accompanying consolidated statements of income. The estimated fair value of the interest rate swap agreements was determined using Level 2 inputs. The fair value of the derivative instrument as of December 31, 2021, was $1.1 million and is presented within other long-term liabilities in the accompanying consolidated balance sheets. Warrants In September 2021, ApolloMed and Clinigence entered into a stock purchase agreement which included the Company purchasing warrants. The purchased warrants are considered derivatives but are not designated as hedging instruments. Changes in the fair value on these contracts are recognized as unrealized gain or loss on investments in the accompanying consolidated statements of income. The warrants are classified as a Level 2 instrument as the estimated fair value of the warrants were determined using the Black-Scholes option pricing model and inputs from observable market data. The fair value of the derivative instrument as of December 31, 2021 was $1.1 million and is presented within other assets in the accompanying consolidated balance sheets. Contingent Equity Securities In addition to the common stock and warrants purchased under the stock purchase agreement between ApolloMed and Clinigence, ApolloMed is entitled to additional common stock if Clinigence does not pay NMM management fees exceeding a threshold by the end of December 31, 2022. The contingent equity securities are considered derivatives but are not designated as hedging instruments. Changes in the fair value on these contracts are recognized as unrealized gain or loss on investments in the accompanying consolidated statements of income. The Company determined the fair value of the contingent equity security using a probability-weighted model which includes significant unobservable inputs (Level 3). Specifically, the Company |
Revenue Recognition | Revenue Recognition The Company receives payments from the following sources for services rendered: (i) commercial insurers; (ii) the federal government under the Medicare program administered by CMS; (iii) state governments under the Medicaid and other programs; (iv) other third-party payors (e.g., hospitals and IPAs); and (v) individual patients and clients. The Company recognizes incremental costs of obtaining a contract with amortization periods of one year or less as expense when incurred and records within general and administrative expenses, recognizes revenue in the amount of consideration to which the Company has a right to invoice the customer if that amount corresponds directly with the value to the customer of the Company’s services completed to date, and does not recognize an adjustment for the effects of a significant financing component as the period between the time of service and time of payment is typically one year or less. Nature of Services and Revenue Streams Revenue primarily consists of capitation revenue, risk pool settlements and incentives, NGACO All-Inclusive Population-Based Payments (“AIPBP”), management fee income, and FFS revenue. Revenue is recorded in the period in which services are rendered or the period in which the Company is obligated to provide services. The form of billing and related risk of collection for such services may vary by type of revenue and the customer. The following is a summary of the principal forms of the Company’s billing arrangements and how revenue is recognized for each. Capitation, Net Managed care revenues of the Company consist primarily of capitated fees for medical services provided by the Company under a capitated arrangement directly made with various managed care providers including HMOs. Capitation revenue is typically prepaid monthly to the Company based on the number of enrollees selecting the Company as their healthcare provider. Capitation revenue is recognized in the month in which the Company is obligated to provide services to plan enrollees under contracts with various health plans. Minor ongoing adjustments to prior months’ capitation, primarily arising from contracted HMOs finalizing their monthly patient eligibility data for additions or subtractions of enrollees, are recognized in the month they are communicated to the Company. Additionally, Medicare pays capitation using a “Risk Adjustment” model, which compensates managed care organizations and providers based on the health status (acuity) of each individual enrollee. Health plans and providers with higher acuity enrollees will receive more and those with lower acuity enrollees will receive less. Under Risk Adjustment, capitation is determined based on health severity, measured using patient encounter data. Capitation is paid on a monthly basis based on data submitted for the enrollee for the preceding year and is adjusted in subsequent periods after the final data is compiled. Positive or negative capitation adjustments are made for Medicare enrollees with conditions requiring more or less healthcare services than assumed in the interim payments. Since the Company cannot reliably predict these adjustments, periodic changes in capitation amounts earned as a result of Risk Adjustment are recognized when those changes are communicated by the health plans to the Company. PMPM managed care contracts generally have a term of one year or longer. All managed care contracts have a single performance obligation that constitutes a series for the provision of managed healthcare services for a population of enrolled members for the duration of the contract. The transaction price for PMPM contracts is variable as it primarily includes PMPM fees associated with unspecified membership that fluctuates throughout the contract. In certain contracts, PMPM fees also include adjustments for items such as performance incentives, performance guarantees, and risk sharing. The Company generally estimates the transaction price using the most likely amount methodology and amounts are only included in the net transaction price to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. The majority of the Company’s net PMPM transaction price relates specifically to the Company’s efforts to transfer the service for a distinct increment of the series (e.g., day or month) and is recognized as revenue in the month in which members are entitled to service. Risk Pool Settlements and Incentives APC enters into full-risk capitation arrangements with certain health plans and local hospitals, which are administered by a third-party, where the hospital is responsible for providing, arranging and paying for institutional risk and APC is responsible for providing, arranging, and paying for professional risk. Under a full-risk pool-sharing agreement, APC generally receives a percentage of the net surplus from the affiliated hospital’s risk pools with HMOs after deductions for the affiliated hospitals costs. Advance settlement payments are typically made quarterly in arrears if there is a surplus. The Company’s risk pool settlements under arrangements with health plans and hospitals are recognized using the most likely amount methodology and amounts are only included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. The assumptions on factors, including but not limited to, historical margin, IBNR completion factors, and constraint percentages were used by management in applying the most likely amount methodology. Under capitated arrangements with certain HMOs, APC participates in one or more shared-risk arrangements relating to the provision of institutional services to enrollees and thus can earn additional revenue or incur losses based upon the enrollee utilization of institutional services. Shared-risk arrangements are entered into with certain health plans, which are administered by the health plan, where APC is responsible for rendering professional services, but the health plan does not enter into a capitation arrangement with a hospital and therefore the health plan retains the institutional risk. Shared-risk deficits, if any, are not payable until and unless (and only to the extent of any) risk-sharing surpluses are generated. At the termination of the HMO contract, any accumulated deficit will be extinguished. The Company's risk pool settlements under arrangements with HMOs are recognized, using the most likely methodology, and only included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur. Given the lack of access to the health plans’ data and control over the members assigned to APC, the adjustments and/or the withheld amounts are unpredictable and as such APC’s risk-share revenue is deemed to be fully constrained until APC is notified of the amount by the health plan. Risk pools for the prior contract years are generally final settled in the third or fourth quarter of the following year. In addition to risk-sharing revenues, the Company also receives incentives under “pay-for-performance” programs for quality medical care, based on various criteria. As an incentive to control enrollee utilization and to promote quality care, certain HMOs have designed quality incentive programs and commercial generic pharmacy incentive programs to compensate the Company for its efforts to improve the quality of services and efficient and effective use of pharmacy supplemental benefits provided to HMO members. The incentive programs track specific performance measures and calculate payments to the Company based on the performance measures. The Company’s incentives under “pay-for-performance” programs are recognized using the most likely methodology. However, as the Company does not have sufficient insight from the health plans on the amount and timing of the shared-risk pool and incentive payments these amounts are considered to be fully constrained and only recorded when such payments are known and/or received. Generally, for the foregoing arrangements, the final settlement is dependent on each distinct day’s performance within the annual measurement period, but cannot be allocated to specific days until the full measurement period has occurred and performance can be assessed. As such, this is a form of variable consideration estimated at contract inception and updated through the measurement period (i.e., the contract year), to the extent the risk of reversal does not exist and the consideration is not constrained. NGACO AIPBP Revenue APAACO and CMS entered into a NGACO Model Participation Agreement (the “Participation Agreement”) with an initial term of two two For each performance year, the Company submitted to CMS its selections for risk arrangement; the amount of the profit/loss cap; alternative payment mechanism; benefits enhancements, if any; and its decision regarding voluntary alignment under the NGACO Model. The Company obtained CMS consent before voluntarily discontinuing any benefit enhancement during a performance year. Under the NGACO Model, CMS aligns beneficiaries to the Company to manage (direct care and pay providers) based on a budgetary benchmark established with CMS. The Company is responsible for managing medical costs for these beneficiaries. The beneficiaries will receive services from physicians and other medical service providers that are both in-network and out-of-network. The Company receives capitation-like AIPBP payments from CMS on a monthly basis to pay claims from in-network providers. The Company records such AIPBPs received from CMS as revenue as the Company is primarily responsible and liable for managing the patient care and for satisfying provider obligations, is assuming the credit risk for the services provided by in-network providers through its arrangement with CMS, and has control of the funds, the services provided and the process by which the providers are ultimately paid. Claims from out-of-network providers are processed and paid by CMS, while claims from APAACO’s in-network contracted providers are paid by APAACO. The Company’s shared savings or losses in managing the services provided by out-of-network providers are generally determined on an annual basis after reconciliation with CMS. Pursuant to the Company’s risk-share agreement with CMS, the Company will be eligible to receive the savings or be liable for the deficit according to the budget established by CMS based on the Company’s efficiency, in managing how the beneficiaries aligned to the Company by CMS are served by in-network and out-of-network providers. The Company’s savings or losses on providing such services are both capped by CMS, and are subject to significant estimation risk, whereby payments can vary significantly depending upon certain patient characteristics and other variable factors. Accordingly, the Company recognizes such surplus or deficit upon substantial completion of reconciliation and determination of the amounts. The Company records NGACO AIPBP revenues monthly. Excess AIPBPs over claims paid, plus an estimate for the related IBNR claims (see Note 9 - “Medical Liabilities”), are deferred and recorded as a liability until actual claims are paid or incurred. CMS will determine if there was any excess AIPBPs for the performance year and the excess is refunded to CMS. For each performance year, CMS pays the Company in accordance with the alternative payment mechanism, if any, for which CMS has approved the Company; the risk arrangement for which the Company has been approved by CMS; and as otherwise provided in the Participation Agreement. Following the end of each performance year and at such other times as may be required under the Participation Agreement, CMS will issue a settlement report to the Company setting forth the amount of any shared savings or shared losses and the amount of other monies. If CMS owes the Company shared savings or other monies, CMS will pay the Company in full within 30 days after the date on which the relevant settlement report is deemed final, except as provided in the Participation Agreement. If the Company owes CMS shared losses or other monies owed as a result of a final settlement, the Company will pay CMS in full within 30 days after the relevant settlement report is deemed final. If the Company 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 the Company. The Company participates in the AIPBP track of the NGACO Model. Under the AIPBP track, CMS estimates the total annual expenditures for APAACO’s assigned patients and pays that projected amount to the Company in monthly installments, and the Company is responsible for all Part A and Part B costs for in-network participating providers and preferred providers contracted by the Company to provide services to the assigned patients. As APAACO does not have sufficient insight into the financial performance of the shared-risk pool with CMS because of unknown factors related to IBNR claims, risk adjustment factors, and stop-loss provisions, among other factors, an estimate cannot be developed. Due to these limitations, APAACO cannot determine the amount of surplus or deficit for the performance year and therefore this shared-risk pool revenue is considered fully constrained. Pursuant to the Participation Agreement, the Company received $21.8 million and $19.8 million in risk pool savings, related to the 2020 and 2019 performance years, respectively, and has recognized such savings as revenue in risk pool settlements and incentives in the accompanying consolidated statements of income for the years ended December 31, 2021 and 2020, respectively. The Company continues to be eligible in receiving AIPBP under the NGACO Model for performance year 2021, with the effective date of the performance year beginning January 1, 2021. For performance year 2021, the Company received monthly AIPBP payments at a rate of approximately $7.7 million per month from CMS. The monthly AIPBP received by the Company for performance year 2020 was approximately $7.2 million per month. The Company has received approximately $92.4 million in total AIPBP for the year ended December 31, 2021 of which $59.2 million has been recognized as revenue. Management Fee Income Management fee income encompasses fees paid for management, physician advisory, healthcare staffing, administrative, and other non-medical services provided by the Company to IPAs, hospitals, and other healthcare providers. Such fees may be in the form of billings at agreed-upon hourly rates, percentages of revenue or fee collections, or amounts fixed on a monthly, quarterly, or annual basis. The revenue may include variable arrangements measuring factors, such as hours staffed, patient visits, or collections per visit, against benchmarks, and, in certain cases, may be subject to achieving quality metrics or fee collections. The Company recognizes such variable supplemental revenues 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 applicable agreement. The Company provides a significant service of integrating the services selected by the Company’s clients into one overall output for which the client has contracted. Therefore, such management contracts generally contain a single performance obligation. The nature of the Company’s performance obligation is to stand ready to provide services over the contractual period. Also, the Company’s performance obligation forms a series of distinct periods of time over which the Company stands ready to perform. The Company’s performance obligation is satisfied as the Company completes each period’s obligations. Consideration from management contracts is variable in nature because the majority of the fees are generally based on revenue or collections, which can vary from period to period. The Company has control over pricing. Contractual fees are invoiced to the Company’s clients generally monthly and payment terms are typically due within 30 days. The variable consideration in the Company’s management contracts meets the criteria to be allocated to the distinct period of time to which it relates because (i) it is due to the activities performed to satisfy the performance obligation during that period and (ii) it represents the consideration to which the Company expects to be entitled. The Company’s management contracts generally have long terms (e.g., ten years), although they may be terminated earlier under the terms of the applicable contracts. Since the remaining variable consideration will be allocated to a wholly unsatisfied promise that forms part of a single performance obligation recognized under the series guidance, the Company has applied the optional exemption to exclude disclosure of the allocation of the transaction price to remaining performance obligations. Fee-for-Service Revenue FFS revenue represents revenue earned under contracts in which the professional component of charges for medical services rendered by the Company’s contracted physicians and employed physicians are billed and collected from third-party payors, hospitals, and patients. FFS revenue related to the patient care services is reported net of contractual allowances and policy discounts and is recognized in the period in which the services are rendered to specific patients. All services provided are expected to result in cash flows and are therefore reflected as net revenue in the consolidated financial statements. The recognition of net revenue (gross charges, less contractual allowances) from such services is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to the Company’s billing center for medical coding and entering into the Company’s billing system and the verification of each patient’s submission or representation at the time services are rendered as to the payor(s) responsible for payment of such services. Revenue is recorded based on the information known at the time of entering of such information into the Company’s billing systems as well as an estimate of the revenue associated with medical services. The Company is responsible for confirming member eligibility, performing program utilization review, potentially directing payment to the provider and accepting the financial risk of loss associated with services rendered, as specified within the Company’s client contracts. The Company has the ability to adjust contractual fees with clients and possess the financial risk of loss in certain contractual obligations. These factors indicate the Company is the principal and, as such, the Company records gross fees contracted with clients in revenues. Consideration from FFS arrangements is variable in nature because fees are based on patient encounters, credits due to clients, and reimbursement of provider costs, all of which can vary from period to period. Patient encounters and related episodes of care and procedures qualify as distinct goods and services, provided simultaneously together with other readily available resources, in a single instance of service, and thereby constitute a single performance obligation for each patient encounter and, in most instances, occur at readily determinable transaction prices. As a practical expedient, the Company adopted a portfolio approach for the FFS revenue stream to group together contracts with similar characteristics and analyze historical cash collections trends. The contracts within the portfolio share the characteristics conducive to ensuring that the results do not materially differ under the new standard if it were to be applied to individual patient contracts related to each patient encounter. Estimating net FFS revenue is a complex process, largely due to the volume of transactions, the number and complexity of contracts with payors, the limited availability at times of certain patient and payor information at the time services are provided, and the length of time it takes for collections to fully mature. These expected collections are based on fees and negotiated payment rates in the case of third-party payors, the specific benefits provided for under each patient’s healthcare plans, mandated payment rates in the case of Medicare and Medicaid programs, and historical cash collections (net of recoveries) in combination with expected collections from third-party payors. The relationship between gross charges and the transaction price recognized is significantly influenced by payor mix, as collections on gross charges may vary significantly, depending on whether the patients, to whom services are provided, in the period are insured and the contractual relationships with those payors. Payor mix is subject to change as additional patient and payor information is obtained after the period services are provided. The Company periodically assesses the estimates of unbilled revenue, contractual adjustments and discounts, and payor mix by analyzing actual results, including cash collections, against estimates. Changes in these estimates are charged or credited to the consolidated statements of income in the period that the assessment is made. Significant changes in payor mix, contractual arrangements with payors, specialty mix, acuity, general economic conditions, and healthcare coverage provided by federal or state governments or private insurers may have a significant impact on estimates and significantly affect the results of operations and cash flows. Contract Assets Revenues and receivables are recognized once the Company has satisfied its performance obligation. Accordingly, the Company does not have any contract assets since all obligations have been performed when revenue was recognized. The Company’s billing and accounting systems provide historical trends of cash collections and contractual write-offs, accounts receivable aging, and established fee adjustments from third-party payors. These estimates are recorded and monitored monthly as revenues are recognized. The principal exposure for uncollectible fee for service visits is from self-pay patients and, to a lesser extent, for co-payments and deductibles from patients with insurance. Contract Liabilities (Deferred Revenue) |
Income Taxes | Income Taxes Federal and state income taxes are computed at currently enacted tax rates less tax credits using the asset and liability method. Deferred taxes are adjusted both for items that do not have tax consequences and for the cumulative effect of any changes in tax rates from those previously used to determine deferred tax assets or liabilities. Tax provisions include amounts that are currently payable, changes in deferred tax assets and liabilities that arise because of temporary differences between the timing of when items of income and expense are recognized for financial reporting and income tax purposes, changes in the recognition of tax positions, and any changes in the valuation allowance caused by a change in judgment about the realizability of the related deferred tax assets. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company uses a recognition threshold of more-likely-than-not and a measurement attribute on all tax positions taken or expected to be taken in a tax return in order to be recognized in the consolidated financial statements. Once the recognition threshold is met, the tax position is then measured to determine the actual amount of benefit to recognize in the consolidated financial statements. |
Share-Based Compensation | Share-Based CompensationThe Company maintains a stock-based compensation program for employees, non-employees, directors, and consultants. The value of share-based awards is recognized as compensation expense on a cumulative straight-line basis over the vesting period of the awards, adjusted for forfeitures as they occur. From time to time, the Company issues shares of its common stock to its employees, directors, and consultants, which shares may be subject to the Company’s repurchase right (but not obligation) that lapses based on time-based and performance-based vesting schedules. The fair value of options granted are determined using the Black-Scholes option pricing model and include several assumptions, including expected term, expected volatility, expected dividends, and risk-free rates. The expected term is presumed to be the midpoint between the vesting date and the end of the contractual term. The expected stock price volatility is determined based on an average of historical volatility. The expected dividend yield is based on the Company’s expected dividend payouts. The risk-free interest rate is based on the U.S. Constant Maturity curve over the expected term of the option at the time of grant. |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income attributable to the holders of the Company’s common stock by the weighted-average number of shares of common stock outstanding during the periods presented. Diluted earnings per share is computed using the weighted-average number of shares of common stock outstanding, plus the effect of dilutive securities outstanding during the periods presented, using the treasury stock method. Refer to Note 17 — “Earnings Per Share” for a discussion of shares treated as treasury shares for accounting purposes. |
Noncontrolling Interests | Non-controlling Interests The Company consolidates entities in which the Company has a controlling financial interest. The Company consolidates subsidiaries in which the Company holds, directly or indirectly, more than 50% of the voting rights, and VIEs in which the Company is the primary beneficiary. Non-controlling interests represent third-party equity ownership interests (including equity ownership interests held by certain VIEs) in the Company’s consolidated entities. Net income attributable to non-controlling interests is disclosed in the consolidated statements of income. |
Mezzanine Equity | Mezzanine EquityPursuant to APC’s shareholder agreements, in the event of a disqualifying event, as defined in the agreements, APC could be required to repurchase its shares from the respective shareholders based on certain triggers outlined in the shareholder agreements. As the redemption feature of the shares is not solely within the control of APC, the equity of APC does not qualify as permanent equity and has been classified as mezzanine or temporary equity. Accordingly, the Company recognizes non-controlling interests in APC as mezzanine equity in the consolidated financial statements. |
Leases | Leases The Company determines if an arrangement is a lease at its inception. The expected term of the lease used for computing the lease liability and ROU asset and determining the classification of the lease as operating or financing may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company elected practical expedients for ongoing accounting that is provided by the new standard comprised of the following: (1) the election for classes of underlying asset to not separate non-lease components from lease components, and (2) the election for short-term lease recognition exemption for all leases under twelve month term. The present value of the lease payments is calculated using a rate implicit in the lease, when readily determinable. However, as most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to determine the present value of the lease payments for the majority of its leases. |
Beneficial Interest | Beneficial Interest In April 2020, when UCAP, a 100% owned subsidiary of APC, sold its 48.9% ownership interest in UCI, APC received a beneficial interest in the equity method investment sold, pursuant to the terms of the stock purchase agreement. The estimated fair value of such interest in April 2020 was $15.7 million and was included in other assets in the accompanying consolidated balance sheets. The beneficial interest was the result of a gross margin provision in the stock purchase agreement, which entitled UCAP to potentially receive additional cash and preferred shares (cash of $15.6 million and preferred shares with an estimated fair value of $6.4 million, total estimated fair value of $22.0 million on the date of sale, were held in an escrow account) based on the gross margin of UCI for calendar year 2020 as measured against a target. The amount to be received varied dependent upon the gross margin as compared to the target but cannot exceed the amounts that were in the escrow account. Additionally, the stock purchase agreement included a tangible net equity provision that could have resulted in the receipt or payment of additional amounts based on a comparison of final tangible net equity of UCI on the date of sale (determined with the benefit of one year of hindsight) as compared to the estimated tangible net equity at the time of sale. The Company determined the fair value of the beneficial interest using an income approach, which included significant unobservable inputs (Level 3). Specifically, the Company utilized a probability-weighted discounted cash flow model using a risk-free treasury rate to estimate fair value, which considered various scenarios of gross margin adjustment and the impact of each adjustment to the expected proceeds from the escrow account, and assigned probabilities to each such scenario in determining fair value. The gross margin adjustment was defined as three times any deficit in actual gross margin of UCI for the year ended December 31, 2020, below a target gross margin unless such deficit is within a specific dollar amount. In June 2021, UCI’s gross margin for the year ended December 31, 2020, was assessed and beneficial interest was concluded to not be collectible. The $15.7 million was written off and expensed in other income in the accompanying consolidated statements of income during the year ended December 31, 2021. |
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). This ASU simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 Income Taxes related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company adopted ASU 2019-12 on January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the consolidated financial statements. Other than the standard discussed above, there have been no other new accounting pronouncements that have significance, or potential significance, to the Company’s financial position, results of operations, and cash flows. Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU No. 2021-08, “ Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). This ASU requires the entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 as if it had originated the contracts. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company is currently assessing the impact of that adoption of ASU 2021-08 will have on the Company’s consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregated Revenue by Payor Type | The following table presents disaggregated revenue generated by each payor type (in thousands): Years Ended December 31, 2021 2020 2019 Commercial $ 138,333 $ 108,851 $ 107,340 Medicare 307,286 271,596 226,002 Medicaid 283,311 269,079 192,596 Other third parties 44,985 37,654 34,680 Revenue $ 773,915 $ 687,180 $ 560,618 |
Schedule of Contributions to Revenue and Receivables by Payor | The Company had major payors that contributed the following percentages of net revenue: Years Ended December 31, 2021 2020 2019 Payor A 12.5 % 12.5 % 13.6 % Payor B *% 10.9 % 13.4 % Payor C 11.9 % 13.1 % 11.7 % Payor D 15.3 % 16.9 % 12.9 % * Less than 10% of total net revenues The Company had major payors that contributed to the following percentages of net receivables and receivables - related parties : As of December 31, 2021 2020 Payor E 45.0 % 43.9 % Payor F 30.0 % 36.5 % |
Schedule of Carrying Amounts and Fair Values of Financial Instruments | The carrying amounts and fair values of the Company’s financial instruments as of December 31, 2021 are presented below (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Money market accounts* $ 114,665 $ — $ — $ 114,665 Marketable securities – certificates of deposit 25,024 — — 25,024 Marketable securities – equity securities 24,123 4,270 — 28,393 Contingent equity securities — — 4,270 4,270 Warrants — 1,145 — 1,145 Total assets $ 163,812 $ 5,415 $ 4,270 $ 173,497 Liabilities Interest rate swaps — 1,071 — 1,071 APCMG contingent consideration — — 1,000 1,000 Total liabilities $ — $ 1,071 $ 1,000 $ 2,071 The carrying amounts and fair values of the Company’s financial instruments as of December 31, 2020 are presented below (in thousands): Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Money market accounts* $ 115,769 $ — $ — $ 115,769 Marketable securities – certificates of deposit 67,637 — — 67,637 Marketable securities – equity securities 58 — — 58 Total $ 183,464 $ — $ — $ 183,464 * Included in cash and cash equivalents |
Business Combinations and Goo_2
Business Combinations and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Goodwill Activity | The following is a summary of goodwill activity for the years ended December 31, 2021 and 2020 (in thousands): Amount Balance at January 1, 2020 $ 238,505 Adjustments 548 Balance at December 31, 2020 239,053 Acquisitions 13,986 Balance at December 31, 2021 $ 253,039 |
Land, Property and Equipment,_2
Land, Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Land, Property and Equipment, Net | Land, property, and equipment, net consisted of (in thousands): Useful Life (Years) December 31, 2021 December 31, 2020 Land N/A $ 20,937 $ 9,604 Buildings 39 21,661 15,097 Computer software 3 - 5 3,589 3,104 Furniture and equipment 3 - 7 15,358 13,116 Construction in progress N/A 4,901 435 Leasehold improvements 3 - 39 7,122 6,722 73,568 48,078 Less accumulated depreciation and amortization (20,382) (18,188) Land, property, and equipment, net $ 53,186 $ 29,890 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets, Net | At December 31, 2021, intangible assets, net consisted of the following (in thousands): Useful Gross Additions Impairment/ Gross Accumulated Net Indefinite lived assets: Trademarks N/A $ — $ 2,150 $ — $ 2,150 $ — $ 2,150 Amortized intangible assets: Network relationships 11-15 143,930 6,749 — 150,679 (84,865) 65,814 Management contracts 15 22,832 — — 22,832 (13,563) 9,269 Member relationships 12 6,696 2,301 — 8,997 (4,606) 4,391 Patient management platform 5 2,060 — — 2,060 (1,682) 378 Tradename/trademarks 20 1,011 — — 1,011 (206) 805 $ 176,529 $ 11,200 $ — $ 187,729 $ (104,922) $ 82,807 At December 31, 2020, intangible assets, net consisted of the following (in thousands): Useful Gross Additions Impairment/ Gross Accumulated Net Amortized intangible assets: Network relationships 11-15 $ 143,930 $ — $ — $ 143,930 $ (73,169) $ 70,761 Management contracts 15 22,832 — — 22,832 (11,715) 11,117 Member relationships 12 6,696 — — 6,696 (3,234) 3,462 Patient management platform 5 2,060 — — 2,060 (1,270) 790 Tradename/trademarks 20 1,011 — — 1,011 (156) 855 $ 176,529 $ — $ — $ 176,529 $ (89,544) $ 86,985 |
Schedule of Finite-Lived Intangible Assets, Net | At December 31, 2021, intangible assets, net consisted of the following (in thousands): Useful Gross Additions Impairment/ Gross Accumulated Net Indefinite lived assets: Trademarks N/A $ — $ 2,150 $ — $ 2,150 $ — $ 2,150 Amortized intangible assets: Network relationships 11-15 143,930 6,749 — 150,679 (84,865) 65,814 Management contracts 15 22,832 — — 22,832 (13,563) 9,269 Member relationships 12 6,696 2,301 — 8,997 (4,606) 4,391 Patient management platform 5 2,060 — — 2,060 (1,682) 378 Tradename/trademarks 20 1,011 — — 1,011 (206) 805 $ 176,529 $ 11,200 $ — $ 187,729 $ (104,922) $ 82,807 At December 31, 2020, intangible assets, net consisted of the following (in thousands): Useful Gross Additions Impairment/ Gross Accumulated Net Amortized intangible assets: Network relationships 11-15 $ 143,930 $ — $ — $ 143,930 $ (73,169) $ 70,761 Management contracts 15 22,832 — — 22,832 (11,715) 11,117 Member relationships 12 6,696 — — 6,696 (3,234) 3,462 Patient management platform 5 2,060 — — 2,060 (1,270) 790 Tradename/trademarks 20 1,011 — — 1,011 (156) 855 $ 176,529 $ — $ — $ 176,529 $ (89,544) $ 86,985 |
Schedule of Future Amortization Expense | Future amortization expense is estimated to be as follows for the years ending December 31 (in thousands): Amount 2022 $ 13,708 2023 11,661 2024 10,596 2025 9,414 2026 8,370 Thereafter 26,908 $ 80,657 |
Investments in Other Entities (
Investments in Other Entities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments, Financial Statement Information | Investments in other entities – equity method consisted of the following (in thousands): December 31, 2020 Initial Investment Allocation of Income (Loss) Contribution Sale Consolidation of Entity December 31, 2021 LaSalle Medical Associates – IPA Line of Business $ 13,047 $ — $ (5,831) $ — $ (4,182) $ — $ 3,034 Pacific Medical Imaging & Oncology Center, Inc. 1,413 — 306 — — — 1,719 Diagnostic Medical Group 2,613 — 330 — — (2,943) — 531 W. College, LLC – related party 17,200 — (208) 238 — — 17,230 One MSO, LLC — related party 2,395 — 515 — — — 2,910 Tag-6 Medical Investment Group, LLC — related party 4,516 — 314 — — — 4,830 Tag-8 Medical Investment Group, LLC — related party 2,108 — — 1,660 — (3,768) — CAIPA MSO, LLC — 11,724 268 — — — 11,992 $ 43,292 $ 11,724 $ (4,306) $ 1,898 $ (4,182) $ (6,711) $ 41,715 LMA’s unaudited summarized balance sheets at December 31, 2021 and 2020 and unaudited summarized statements of operations for the years ended December 31, 2021, 2020, and 2019 are as follows (in thousands): Balance Sheets December 31, 2021 December 31, 2020 Assets Cash and cash equivalents $ 6,619 $ 9,350 Receivables, net 2,269 3,918 Other current assets — 881 Loan receivable 2,250 2,250 Restricted cash 696 691 Total assets $ 11,834 $ 17,090 Liabilities and stockholders’ deficit Current liabilities $ 32,405 $ 21,589 Stockholders’ deficit (20,571) (4,499) Total liabilities and stockholders’ deficit $ 11,834 $ 17,090 Statements of Operations Year Ended Year Ended Year Ended Revenues $ 204,061 $ 186,964 $ 194,020 Expenses 220,132 185,724 205,153 Income (loss) from operations (16,071) 1,240 (11,133) Other income — 8 — Net income (loss) $ (16,071) $ 1,248 $ (11,133) |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following (in thousands): December 31, 2021 December 31, 2020 Accounts payable and other accruals $ 9,583 $ 9,554 Capitation payable 2,697 3,541 Subcontractor IPA payable 1,587 1,662 Professional fees 878 1,378 Due to related parties 2,301 50 Contract liabilities 16,798 12,988 Accrued compensation 10,107 6,970 Total accounts payable and accrued expenses $ 43,951 $ 36,143 |
Medical Liabilities (Tables)
Medical Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract] | |
Schedule of Medical Liabilities | The Company’s medical liabilities consisted of the following (in thousands): December 31, 2021 December 31, 2020 Medical liabilities, beginning of year $ 50,330 $ 58,725 Acquired (see Note 3) 175 — Components of medical care costs related to claims incurred: Current period 347,720 309,848 Prior periods 553 (3,258) Total medical care costs 348,273 306,590 Payments for medical care costs related to claims incurred: Current period (291,243) (261,062) Prior periods (51,231) (54,056) Total paid (342,474) (315,118) Adjustments (521) 133 Medical liabilities, end of year $ 55,783 $ 50,330 |
Credit Facility, Bank Loans, _2
Credit Facility, Bank Loans, and Lines of Credit (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Credit Facility | The Company’s debt balance consists of the following (in thousands): December 31, 2021 December 31, 2020 Term loan $ — $ 178,125 Revolver loan 180,000 60,000 Real estate loans 7,396 7,580 Construction loan 569 — Total debt 187,965 245,705 Less: current portion of debt (780) (10,889) Less: unamortized financing cost (4,268) (4,605) Long-term debt $ 182,917 $ 230,211 |
Schedule of Maturities of Credit Facility | The following are the future commitments of the Company’s debt for the years ending December 31: Amount 2022 $ 780 2023 215 2024 222 2025 6,748 2026 and thereafter 180,000 Total $ 187,965 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | Provision for income taxes consisted of the following (in thousands): Years ended December 31, 2021 2020 2019 Current Federal $ 22,801 $ 43,572 $ 9,035 State 11,605 19,155 5,925 34,406 62,727 14,960 Deferred Federal (3,794) (4,963) (3,508) State (2,158) (1,657) (3,285) (5,952) (6,620) (6,793) Total provision for income taxes $ 28,454 $ 56,107 $ 8,167 |
Schedule of Components of Deferred Tax Assets (Liabilities) | Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2021 and 2020 are shown below (in thousands). A valuation allowance of $22.4 million and $15.5 million as of December 31, 2021 and 2020, respectively, has been established against the Company’s deferred tax assets related to loss entities the Company cannot consolidate under the federal consolidation rules, as realization of these assets is uncertain. Valuation allowance increased by $6.8 million in 2021. 2021 2020 Deferred tax assets State taxes $ 2,379 $ 3,932 Stock options — 461 Accrued expenses 1,864 3,905 Allowance for bad debts 153 351 Investment in other entities 3,289 702 Net operating loss carryforward 28,992 20,758 Lease liability 4,208 4,979 Unrealized Gain 3,007 — Other 705 665 Deferred tax assets before valuation allowance 44,597 35,753 Valuation allowance (22,351) (15,517) Net deferred tax assets 22,246 20,236 Deferred tax liabilities Property and equipment (777) (661) Acquired intangible assets (23,763) (24,661) Stock options (1,641) — Right-of-use assets (4,117) (4,888) Debt issuance cost (988) — 481(a) adjustment (87) (985) Deferred tax liabilities (31,373) (31,195) Net deferred liabilities $ (9,127) $ (10,959) |
Schedule of Effective Income Tax Rate Reconciliation for Provision for Income Taxes | The provision for income taxes differs from the amount computed by applying the federal income tax rate as follows for the years ended December 31: Years ended December 31, 2021 2020 2019 Tax provision at U.S. federal statutory rates 21.0 % 21.0 % 21.0 % State income taxes net of federal benefit 7.8 7.7 8.1 Non-deductible permanent items 3.7 0.3 3.3 Variable interest entities (1.3) (0.2) (2.7) Stock-based compensation (1.0) 0.3 (1.5) Change in valuation allowance 8.9 3.2 3.2 Investment basis adjustment (2.1) — — Other — (1.0) 0.2 Effective income tax rate 36.9 % 31.3 % 31.6 % |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-Based Compensation Expense | The following table summarizes the stock-based compensation expense recognized under all of the Company’s stock plans in 2021, 2020, and 2019 and associated with the issuance of restricted shares of common stock and vesting of stock options that are included in general and administrative expenses in the accompanying consolidated statements of income recognized (in thousands): Years ended December 31, 2021 2020 2019 Stock options $ 2,480 $ 1,763 $ 688 Restricted stock awards 4,265 1,620 252 APC stock options — — 607 Total share-based compensation expense $ 6,745 $ 3,383 $ 1,547 |
Schedule of Stock Option Transactions Under Stock Option Plans | The Company’s outstanding stock options consisted of the following: Shares Weighted-Average Weighted-Average Aggregate Options outstanding at January 1, 2021 725,864 $ 13.25 3.75 $ 3.4 Options granted 137,927 66.29 — — Options exercised (40,000) 5.20 — 2.8 Options canceled, forfeited or expired (9,826) 3.89 — — Options outstanding at December 31, 2021 813,965 $ 22.74 3.20 $ 41.6 Options exercisable at December 31, 2021 618,006 $ 10.22 2.14 $ 37.1 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | During the year ended December 31, 2021, the Company granted 0.1 million five-year stock options to certain ApolloMed executives with exercise price ranging from $23.24-$80.00. The weighted-average grant-date fair value of options granted during the years ended December 31, 2021, 2020, and 2019 was $32.63, $9.89, and $11.33, respectively. The options granted during the year ended December 31, 2021 were recognized at fair value, as determined using the Black-Scholes option pricing model as follows: December 31, 2021 Executives Expected term 3.5 years Expected volatility 75.45% - 81.10% Risk-free interest rate 0.19% - 1.15% Market value of common stock 12.86-37.82 Annual dividend yield 0 % Forfeiture rate 0 % |
Share-based Payment Arrangement, Restricted Stock Activity | The Company’s unvested restricted stock award activity for the year ended December 31, 2021 consisted of the following: Number of Weighted Average Unvested as of January 1, 2021 262,419 $17.96 Granted 332,202 50.73 Vested (39,910) 17.03 Forfeited (13,204) 29.88 Unvested as of December 31, 2021 541,507 $37.84 |
Schedule of Warrants Outstanding | The Company’s outstanding warrants consisted of the following: Shares Weighted-Average Weighted-Average Aggregate Warrants outstanding at January 1, 2021 1,878,126 $ 10.39 1.63 14.8 Warrants granted — — — — Warrants exercised (858,583) 10.30 — 41.1 Warrants forfeited (17,803) 9.72 — — Warrants outstanding at December 31, 2021 1,001,740 $ 10.49 0.94 $ 63.1 Exercise Price Per Warrants Weighted- Warrants Weighted- 10.00 515,176 0.94 515,176 10.00 11.00 486,564 0.94 486,564 11.00 $10.00 – $11.00 1,001,740 0.94 1,001,740 $ 10.49 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Fees Incurred and Income Received Related to AHMC, HSMSO and Aurion Corporation | The following table sets forth fees incurred and income received related to AHMC, HSMSO, and Aurion Corporation (in thousands): Years ended December 31, 2021 2020 AHMC – Risk pool earnings net of claims payment $ 46,908 $ 28,767 HSMSO – Management fees, net (629) (949) Aurion – Management fees (302) (303) Receipts, net $ 45,977 $ 27,515 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Computations | Below is a summary of the earnings per share computations: Years ended December 31, 2021 2020 2019 Earnings per share – basic $ 1.69 $ 1.04 $ 0.41 Earnings per share – diluted $ 1.63 $ 1.01 $ 0.39 Weighted-average shares of common stock outstanding – basic 43,828,664 36,527,672 34,708,429 Weighted-average shares of common stock outstanding – diluted 45,403,085 37,448,430 36,403,279 |
Schedule of Shares Included in the Diluted Earnings Per Share Computations | Below is a summary of the shares included in the diluted earnings per share computations: Years ended December 31, 2021 2020 2019 Weighted-average shares of common stock outstanding – basic 43,828,664 36,527,672 34,708,429 Stock options 495,618 182,999 295,672 Warrants 819,151 717,029 1,384,078 Management restricted stock awards 23,824 7,242 15,100 Executive restricted stock awards 235,828 13,488 — Weighted-average shares of common stock outstanding – diluted 45,403,085 37,448,430 36,403,279 |
Variable Interest Entities (V_2
Variable Interest Entities (VIEs) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following table includes assets that can only be used to settle the liabilities of APC and its VIEs, including Alpha Care and Accountable Health Care, and to which the creditors of ApolloMed have no recourse, and liabilities to which the creditors of APC, including Alpha Care and Accountable Health Care, have no recourse to the general credit of ApolloMed, as the primary beneficiary of the VIEs. These assets and liabilities, with the exception of the investment in a privately held entity that does not report net asset value per share and amounts due to affiliates, which are eliminated upon consolidation with NMM, are included in the accompanying consolidated balance sheets (in thousands). The assets and liabilities of the Company’s other consolidated VIEs were not considered significant. December 31, 2021 2020 Assets Current assets Cash and cash equivalents $ 161,762 $ 126,158 Investment in marketable securities 49,066 67,637 Receivables, net 7,251 5,155 Receivables, net – related party 62,180 46,718 Income taxes receivable 1,342 — Other receivables 1,833 1,084 Prepaid expenses and other current assets 11,734 14,863 Loans receivable — related parties 4,000 — Amounts due from affiliates* 6,598 — Total current assets 305,766 261,615 Non-current assets Land, property and equipment, net 49,547 27,599 Intangible assets, net 58,282 69,250 Goodwill 109,656 109,460 Loans receivable – related parties 89 4,145 Investments in other entities – equity method 41,715 43,516 Investment in a privately held entity 405 36,584 Investment in affiliates* 802,821 225,144 Restricted cash – long-term — 500 Operating lease right-of-use assets 4,953 6,298 Other assets 3,219 17,177 Total non-current assets 1,070,687 539,673 Total assets $ 1,376,453 $ 801,288 Current liabilities Accounts payable and accrued expenses $ 11,591 $ 12,963 Fiduciary accounts payable 10,534 9,642 Medical liabilities 44,000 37,684 Income taxes payable — 4,225 Dividend payable 556 485 Amount due to affiliate* — 22,698 Finance lease liabilities 110 102 Operating lease liabilities 1,250 1,242 Current portion of long-term debt 780 201 Total current liabilities 68,821 89,242 Non-current liabilities Deferred tax liability 1,982 9,144 Finance lease liabilities, net of current portion 193 311 Operating lease liabilities, net of current portion 3,950 5,242 Long-term debt, net of current portion 7,114 7,379 Other long-term liabilities 9,614 — Total non-current liabilities 22,853 22,076 Total liabilities $ 91,674 $ 111,318 *Investment in affiliates include APC’s investment in ApolloMed, which is reflected as treasury shares and eliminated upon consolidation. Amount due to, or due from, affiliates are payables and receivables with ApolloMed’s subsidiaries and consolidated VIEs. As a result, these balances are eliminated upon consolidation and are not reflected on ApolloMed’s consolidated balance sheets as of December 31, 2021 and 2020. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Expense and Other Information Related to Lease Costs | The components of lease expense were as follows (in thousands): December 31, 2021 December 31, 2020 Operating lease cost $ 6,025 $ 6,589 Finance lease cost Amortization of lease expense 208 105 Interest on lease liabilities 26 14 Sublease income (852) (784) Total lease cost $ 5,407 $ 5,924 December 31, 2021 December 31, 2020 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,083 $ 5,804 Operating cash flows from finance leases 26 14 Financing cash flows from finance leases 208 105 Right-of-use assets obtained in exchange for lease liabilities: Operating leases — 7,652 Finance leases — — December 31, 2021 December 31, 2020 Weighted-Average Remaining Lease Term Operating leases 6.27 years 6.80 years Finance leases 3.26 years 3.67 years Weighted-Average Discount Rate Operating leases 6.10 % 6.10 % Finance leases 4.53 % 3.00 % |
Schedule of Operating Leases, Future Minimum Lease Payments After Adoption of 842 | Years ending December 31, Operating Leases Finance Leases 2022 $ 3,543 $ 543 2023 3,303 443 2024 2,940 377 2025 2,648 214 2026 2,070 — Thereafter 4,740 — Total future minimum lease payments 19,244 1,577 Less: imputed interest 3,417 118 Total lease obligations 15,827 1,459 Less: current portion 2,629 486 Long-term lease obligations $ 13,198 $ 973 |
Schedule of Finance Lease, Future Minimum Lease Payments After Adoption of 842 | Years ending December 31, Operating Leases Finance Leases 2022 $ 3,543 $ 543 2023 3,303 443 2024 2,940 377 2025 2,648 214 2026 2,070 — Thereafter 4,740 — Total future minimum lease payments 19,244 1,577 Less: imputed interest 3,417 118 Total lease obligations 15,827 1,459 Less: current portion 2,629 486 Long-term lease obligations $ 13,198 $ 973 |
Description of Business - Addit
Description of Business - Additional Information (Details) $ in Thousands | Aug. 01, 2021USD ($) | Jul. 31, 2021USD ($) | May 31, 2019USD ($) | Aug. 31, 2021 | Sep. 30, 2019USD ($)shares | Aug. 31, 2019USD ($) | Jul. 31, 1999 | Dec. 31, 2021USD ($)clinicplan | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) |
Description Of Business [Line Items] | ||||||||||
Distributions of preferred returns | $ 1,156 | $ 1,990 | ||||||||
Cash paid | 2,585 | $ 11,354 | $ 49,403 | |||||||
Investments in other entities – equity method | 41,715 | $ 43,292 | ||||||||
Access Primary Care Medical Group | ||||||||||
Description Of Business [Line Items] | ||||||||||
Interest acquired | 80.00% | |||||||||
Consideration transferred | $ 2,000 | |||||||||
Payments to acquire business | $ 1,000 | |||||||||
Apollo-Sun Labs Management, LLC | ||||||||||
Description Of Business [Line Items] | ||||||||||
Interest acquired | 49.00% | |||||||||
Consideration transferred | $ 4,000 | |||||||||
Business combination, equity interest purchase obligation, period to purchase | 3 years | 3 years | ||||||||
Business combination, equity interest purchase obligation, noncurrent | 4,200 | |||||||||
DMG | ||||||||||
Description Of Business [Line Items] | ||||||||||
Investments in other entities – equity method | $ 8,500 | |||||||||
Business combination, equity interest purchase obligation, period to purchase | 3 years | |||||||||
Affiliated Entity | AP-AMH | ||||||||||
Description Of Business [Line Items] | ||||||||||
Amount of loan | $ 545,000 | |||||||||
Term of receivable | 10 years | |||||||||
Stated rate of note of loan receivable | 10.00% | |||||||||
Interest rate in the event of default | 10.75% | |||||||||
Affiliated Entity | APC | ||||||||||
Description Of Business [Line Items] | ||||||||||
Amount of loan | $ 300,000 | |||||||||
Number of shares purchased by related party (in shares) | shares | 15,015,015 | |||||||||
APC | ||||||||||
Description Of Business [Line Items] | ||||||||||
Initial fixed term of amended and restated management and administrative services agreement | 30 years | |||||||||
APC | MPP, AMG Properties, and ZLL Asset Acquisition | ||||||||||
Description Of Business [Line Items] | ||||||||||
Asset acquisition, percentage of shares acquired | 100.00% | |||||||||
APC | One MSO, LLC, Tag-6 Medical Investment Group, LLC, and Tag-8 Medical Investment Group, LLC | ||||||||||
Description Of Business [Line Items] | ||||||||||
Asset acquisition, percentage of shares acquired | 50.00% | |||||||||
APC | AMG | ||||||||||
Description Of Business [Line Items] | ||||||||||
Value of shares transferred in acquisition | $ 400 | |||||||||
APC | ApolloMed | ||||||||||
Description Of Business [Line Items] | ||||||||||
Investment, ownership interest | 19.68% | 22.58% | ||||||||
APC | Concourse Diagnostic Surgery Center, LLC | ||||||||||
Description Of Business [Line Items] | ||||||||||
Investment, ownership interest | 44.50% | |||||||||
APC | DMG | ||||||||||
Description Of Business [Line Items] | ||||||||||
Investment, ownership interest | 40.00% | |||||||||
APC | Affiliated Entity | ||||||||||
Description Of Business [Line Items] | ||||||||||
Noncontrolling interest, shares distributed | shares | 5,000,000 | |||||||||
APC | Affiliated Entity | AP-AMH | ||||||||||
Description Of Business [Line Items] | ||||||||||
Distributions of preferred returns | $ 55,100 | $ 30,400 | ||||||||
APC | Affiliated Entity | AP-AMH | Series A Preferred Stock | ||||||||||
Description Of Business [Line Items] | ||||||||||
Number of shares purchased by related party (in shares) | shares | 1,000,000 | |||||||||
APC LSMA | Alpha Care | ||||||||||
Description Of Business [Line Items] | ||||||||||
Cash paid | $ 45,100 | |||||||||
APC LSMA | Accountable Health Care IPA | ||||||||||
Description Of Business [Line Items] | ||||||||||
Interest acquired | 75.00% | |||||||||
APC LSMA | AMG | ||||||||||
Description Of Business [Line Items] | ||||||||||
Interest acquired | 100.00% | |||||||||
Payments to acquire business | $ 1,200 | |||||||||
APC LSMA | Maverick Medical Group, Inc | ||||||||||
Description Of Business [Line Items] | ||||||||||
Ownership interest | 100.00% | |||||||||
APC LSMA | Dr. Jay | Accountable Health Care IPA | ||||||||||
Description Of Business [Line Items] | ||||||||||
Consideration transferred | $ 7,300 | |||||||||
Accountable Health Care IPA | ||||||||||
Description Of Business [Line Items] | ||||||||||
Number federally qualified health plans | plan | 3 | |||||||||
AMG | ||||||||||
Description Of Business [Line Items] | ||||||||||
Number of family practice clinics | clinic | 3 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2021USD ($) | Apr. 30, 2020USD ($) | Dec. 31, 2021USD ($)segmentunit | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of operating segments | segment | 1 | ||||
Number of reportable segments | segment | 1 | ||||
Amount deposit accounts exceeded FDIC insured limit | $ 285,900,000 | $ 294,900,000 | |||
Amount of short-term marketable securities | 53,417,000 | 67,695,000 | |||
Marketable securities – certificates of deposit | 25,024,000 | 67,637,000 | |||
Marketable securities - equity securities | 24,000,000 | 36,200,000 | |||
Unrealized loss on investments | $ (10,745,000) | 0 | $ 0 | ||
Risk pool surplus or deficits, settlement period after performance year | 18 months | ||||
Number of main reporting units | unit | 3 | ||||
Impairment of intangible assets | $ 0 | 0 | |||
Impairment of goodwill | 0 | 0 | |||
Fiduciary accounts payable | 10,534,000 | 9,642,000 | |||
Risk pool settlement | 21,800,000 | 19,800,000 | |||
Payment of revenue, monthly amount | 7,700,000 | 7,200,000 | |||
Payment of revenue, revenue recognized | 59,200,000 | ||||
Contract liabilities | $ 16,798,000 | 12,988,000 | |||
Voting rights held (more than) | 50.00% | ||||
Contingent Equity Securities | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Warrants | $ 4,270,000 | ||||
Contingent equity securities | 4,300,000 | ||||
Accounts Payable and Accrued Expenses | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Payment of revenue | 92,400,000 | ||||
Revenue recognized | 400,000 | ||||
Other Noncurrent Liabilities | Interest Rate Swap | Cash Flow Hedging | Designated as Hedging Instrument | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Derivative liability, fair value, gross liability | 1,100,000 | ||||
Level 2 | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Marketable securities – certificates of deposit | 0 | 0 | |||
Warrants | 1,100,000 | ||||
Level 2 | Contingent Equity Securities | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Warrants | 0 | ||||
APC | UCAP | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Ownership interest | 100.00% | ||||
Certificates of Deposit | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Marketable securities – certificates of deposit | $ 25,000,000 | 67,600,000 | |||
Clinigence Holdings, Inc. | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Payments to acquire common stock and warrants | $ 3,000,000 | ||||
CMS | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Expected period of payment upon termination of agreement | 30 days | ||||
PMPM | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Contract term | one year | ||||
Management contracts | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Contract term | ten years | ||||
NGACO | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Contract liabilities | $ 16,300,000 | 12,600,000 | |||
Universal Care Inc | UCAP | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Ownership interest disposed | 48.90% | ||||
Contingent consideration, cash held in escrow | $ 15,600,000 | ||||
Contingent consideration, preferred shares | 6,400,000 | ||||
Contingent consideration, fair value | 22,000,000 | ||||
Universal Care Inc | APC | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Additional proceeds to be received from sale of equity method investments, if circumstances met | $ 15,700,000 | ||||
PASC | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment of investments | 0 | $ 0 | 300,000 | ||
Trademarks | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Indefinite-lived assets written off | $ 2,000,000 | ||||
Impairment of intangible assets | $ 0 | ||||
Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Accounts receivable, expected to be collected, period | 2 years | ||||
Property and equipment, useful life | 3 years | ||||
Minimum | Certificates of Deposit | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Marketable securities, current, maturity period | 4 months | ||||
Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Accounts receivable, expected to be collected, period | 4 years | ||||
Property and equipment, useful life | 39 years | ||||
Maximum | Certificates of Deposit | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Marketable securities, current, maturity period | 24 months |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information, Performance Obligation (Details) - NGACO | Dec. 31, 2021 | Dec. 31, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Term, performance obligation | 2 years | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Term, performance obligation | 2 years |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Disaggregation of Revenue by Payor Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 773,915 | $ 687,180 | $ 560,618 |
Commercial | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 138,333 | 108,851 | 107,340 |
Medicare | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 307,286 | 271,596 | 226,002 |
Medicaid | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 283,311 | 269,079 | 192,596 |
Other third parties | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 44,985 | $ 37,654 | $ 34,680 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Contributions to Revenue and Receivables by Payor (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net revenue | Payor A | |||
Concentration Risk [Line Items] | |||
Concentration risk | 12.50% | 12.50% | 13.60% |
Net revenue | Payor B | |||
Concentration Risk [Line Items] | |||
Concentration risk | 10.90% | 13.40% | |
Net revenue | Payor C | |||
Concentration Risk [Line Items] | |||
Concentration risk | 11.90% | 13.10% | 11.70% |
Net revenue | Payor D | |||
Concentration Risk [Line Items] | |||
Concentration risk | 15.30% | 16.90% | 12.90% |
Gross receivables | Payor E | |||
Concentration Risk [Line Items] | |||
Concentration risk | 45.00% | 43.90% | |
Gross receivables | Payor F | |||
Concentration Risk [Line Items] | |||
Concentration risk | 30.00% | 36.50% |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Carrying Amounts and Fair Values of Company's Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market accounts | $ 114,665 | $ 115,769 |
Marketable securities – certificates of deposit | 25,024 | 67,637 |
Marketable securities – equity securities | 28,393 | 58 |
Total assets | 173,497 | 183,464 |
Interest rate swaps | 1,071 | |
APCMG contingent consideration | 1,000 | |
Total liabilities | 2,071 | |
Contingent Equity Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 4,270 | |
Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 1,145 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market accounts | 114,665 | 115,769 |
Marketable securities – certificates of deposit | 25,024 | 67,637 |
Marketable securities – equity securities | 24,123 | 58 |
Total assets | 163,812 | 183,464 |
Interest rate swaps | 0 | |
APCMG contingent consideration | 0 | |
Total liabilities | 0 | |
Level 1 | Contingent Equity Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 0 | |
Level 1 | Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market accounts | 0 | 0 |
Marketable securities – certificates of deposit | 0 | 0 |
Marketable securities – equity securities | 4,270 | 0 |
Warrants | 1,100 | |
Total assets | 5,415 | 0 |
Interest rate swaps | 1,071 | |
APCMG contingent consideration | 0 | |
Total liabilities | 1,071 | |
Level 2 | Contingent Equity Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 0 | |
Level 2 | Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 1,145 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market accounts | 0 | 0 |
Marketable securities – certificates of deposit | 0 | 0 |
Marketable securities – equity securities | 0 | 0 |
Total assets | 4,270 | $ 0 |
Interest rate swaps | 0 | |
APCMG contingent consideration | 1,000 | |
Total liabilities | 1,000 | |
Level 3 | Contingent Equity Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | 4,270 | |
Level 3 | Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants | $ 0 |
Business Combinations and Goo_3
Business Combinations and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | Aug. 01, 2021 | Jul. 31, 2021 | Oct. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||||
APCMG contingent consideration | $ 1,000 | ||||
Access Primary Care Medical Group | |||||
Business Acquisition [Line Items] | |||||
Interest acquired | 80.00% | ||||
Consideration transferred | $ 2,000 | ||||
Payments to acquire business | $ 1,000 | ||||
APCMG contingent consideration | $ 1,000 | ||||
Apollo-Sun Labs Management, LLC | |||||
Business Acquisition [Line Items] | |||||
Interest acquired | 49.00% | ||||
Consideration transferred | $ 4,000 | ||||
Business combination, equity interest purchase obligation, period to purchase | 3 years | 3 years | |||
DMG | |||||
Business Acquisition [Line Items] | |||||
Business combination, equity interest purchase obligation, period to purchase | 3 years |
Business Combinations and Goo_4
Business Combinations and Goodwill - Goodwill Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill | ||
Beginning Balance | $ 239,053 | $ 238,505 |
Adjustments | 548 | |
Acquisitions | 13,986 | |
Ending Balance | $ 253,039 | $ 239,053 |
Land, Property and Equipment,_3
Land, Property and Equipment, Net - Schedule of Land, Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | $ 73,568 | $ 48,078 |
Less accumulated depreciation and amortization | (20,382) | (18,188) |
Land, property, and equipment, net | $ 53,186 | 29,890 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 39 years | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | $ 20,937 | 9,604 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 39 years | |
Land, property and equipment, gross | $ 21,661 | 15,097 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | $ 3,589 | 3,104 |
Computer software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 3 years | |
Computer software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 5 years | |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | $ 15,358 | 13,116 |
Furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 3 years | |
Furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 7 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | $ 4,901 | 435 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | $ 7,122 | $ 6,722 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 3 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life (Years) | 39 years |
Land, Property and Equipment,_4
Land, Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Assets recorded under finance leases | $ 1.3 | $ 0.4 | |
Depreciation expense | $ 2.1 | $ 2.3 | $ 2 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Indefinite-lived Intangible Assets [Roll Forward] | |||
Impairment of intangible assets | $ 0 | $ 0 | |
Amortized intangible assets: | |||
Accumulated Amortization | (104,922,000) | (89,544,000) | |
Total | 80,657,000 | ||
Intangible Assets, Gross | 187,729,000 | 176,529,000 | $ 176,529,000 |
Intangible Assets, Net | 82,807,000 | 86,985,000 | |
Additions | 11,200,000 | 0 | |
Impairment/ Disposal | 0 | 0 | |
Network relationships | |||
Amortized intangible assets: | |||
Beginning Balance, Gross | 143,930,000 | 143,930,000 | |
Additions | 6,749,000 | 0 | |
Impairment/ Disposal | 0 | 0 | |
Ending Balance, Gross | 150,679,000 | 143,930,000 | |
Accumulated Amortization | (84,865,000) | (73,169,000) | |
Total | $ 65,814,000 | $ 70,761,000 | |
Network relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 11 years | 11 years | |
Network relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 15 years | 15 years | |
Management contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 15 years | 15 years | |
Amortized intangible assets: | |||
Beginning Balance, Gross | $ 22,832,000 | $ 22,832,000 | |
Additions | 0 | 0 | |
Impairment/ Disposal | 0 | 0 | |
Ending Balance, Gross | 22,832,000 | 22,832,000 | |
Accumulated Amortization | (13,563,000) | (11,715,000) | |
Total | $ 9,269,000 | $ 11,117,000 | |
Member relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 12 years | 12 years | |
Amortized intangible assets: | |||
Beginning Balance, Gross | $ 6,696,000 | $ 6,696,000 | |
Additions | 2,301,000 | 0 | |
Impairment/ Disposal | 0 | 0 | |
Ending Balance, Gross | 8,997,000 | 6,696,000 | |
Accumulated Amortization | (4,606,000) | (3,234,000) | |
Total | $ 4,391,000 | $ 3,462,000 | |
Patient management platform | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 5 years | 5 years | |
Amortized intangible assets: | |||
Beginning Balance, Gross | $ 2,060,000 | $ 2,060,000 | |
Additions | 0 | 0 | |
Impairment/ Disposal | 0 | 0 | |
Ending Balance, Gross | 2,060,000 | 2,060,000 | |
Accumulated Amortization | (1,682,000) | (1,270,000) | |
Total | $ 378,000 | $ 790,000 | |
Tradename/trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 20 years | 20 years | |
Amortized intangible assets: | |||
Beginning Balance, Gross | $ 1,011,000 | $ 1,011,000 | |
Additions | 0 | 0 | |
Impairment/ Disposal | 0 | 0 | |
Ending Balance, Gross | 1,011,000 | 1,011,000 | |
Accumulated Amortization | (206,000) | (156,000) | |
Total | 805,000 | 855,000 | |
Trademarks | |||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Beginning Balance | 0 | ||
Additions | 2,150,000 | ||
Impairment of intangible assets | 0 | ||
Ending Balance | $ 2,150,000 | $ 0 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 15.4 | $ 16 | $ 16.3 |
Network relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 10 years 6 months | ||
Management contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 8 years 6 months | ||
Member relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 8 years 3 months 18 days | ||
Patient management platform | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 10 months 24 days | ||
Trademarks and Trade Names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 15 years 10 months 24 days | ||
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived assets written off | $ 2 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 13,708 |
2023 | 11,661 |
2024 | 10,596 |
2025 | 9,414 |
2026 | 8,370 |
Thereafter | 26,908 |
Total | $ 80,657 |
Investments in Other Entities -
Investments in Other Entities - Equity Method (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity Method Investments [Roll Forward] | |||
Beginning Balance | $ 43,292 | ||
Initial Investment | 11,724 | ||
Allocation of Income (Loss) | (4,306) | $ 3,694 | $ (6,901) |
Contribution | 1,898 | ||
Sale | (4,182) | ||
Consolidation of Entity | (6,711) | ||
Ending Balance | 41,715 | 43,292 | |
LaSalle Medical Associates – IPA Line of Business | |||
Equity Method Investments [Roll Forward] | |||
Beginning Balance | 13,047 | ||
Initial Investment | 0 | ||
Allocation of Income (Loss) | (5,831) | ||
Contribution | 0 | ||
Sale | (4,182) | ||
Consolidation of Entity | 0 | ||
Ending Balance | 3,034 | 13,047 | |
Pacific Medical Imaging & Oncology Center, Inc. | |||
Equity Method Investments [Roll Forward] | |||
Beginning Balance | 1,413 | ||
Initial Investment | 0 | ||
Allocation of Income (Loss) | 306 | ||
Contribution | 0 | ||
Sale | 0 | ||
Consolidation of Entity | 0 | ||
Ending Balance | 1,719 | 1,413 | |
Diagnostic Medical Group | |||
Equity Method Investments [Roll Forward] | |||
Beginning Balance | 2,613 | ||
Initial Investment | 0 | ||
Allocation of Income (Loss) | 330 | ||
Contribution | 0 | ||
Sale | 0 | ||
Consolidation of Entity | (2,943) | ||
Ending Balance | 0 | 2,613 | |
531 W. College, LLC – related party | |||
Equity Method Investments [Roll Forward] | |||
Beginning Balance | 17,200 | ||
Initial Investment | 0 | ||
Allocation of Income (Loss) | (208) | ||
Contribution | 238 | ||
Sale | 0 | ||
Consolidation of Entity | 0 | ||
Ending Balance | 17,230 | 17,200 | |
One MSO, LLC — related party | |||
Equity Method Investments [Roll Forward] | |||
Beginning Balance | 2,395 | ||
Initial Investment | 0 | ||
Allocation of Income (Loss) | 515 | ||
Contribution | 0 | ||
Sale | 0 | ||
Consolidation of Entity | 0 | ||
Ending Balance | 2,910 | 2,395 | |
Tag-6 Medical Investment Group, LLC — related party | |||
Equity Method Investments [Roll Forward] | |||
Beginning Balance | 4,516 | ||
Initial Investment | 0 | ||
Allocation of Income (Loss) | 314 | ||
Contribution | 0 | ||
Sale | 0 | ||
Consolidation of Entity | 0 | ||
Ending Balance | 4,830 | 4,516 | |
Tag-8 Medical Investment Group, LLC — related party | |||
Equity Method Investments [Roll Forward] | |||
Beginning Balance | 2,108 | ||
Initial Investment | 0 | ||
Allocation of Income (Loss) | 0 | ||
Contribution | 1,660 | ||
Sale | 0 | ||
Consolidation of Entity | (3,768) | ||
Ending Balance | 0 | 2,108 | |
CAIPA MSO, LLC | |||
Equity Method Investments [Roll Forward] | |||
Beginning Balance | 0 | ||
Initial Investment | 11,724 | ||
Allocation of Income (Loss) | 268 | ||
Contribution | 0 | ||
Sale | 0 | ||
Consolidation of Entity | 0 | ||
Ending Balance | $ 11,992 | $ 0 |
Investments in Other Entities_2
Investments in Other Entities - Additional Information (Details) | Jul. 01, 2019USD ($) | May 31, 2018USD ($)$ / sharesshares | Dec. 31, 2021USD ($)provider | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 31, 2021USD ($) | Apr. 23, 2019USD ($) | Jun. 30, 2018USD ($) | Jul. 31, 2015USD ($) | Dec. 31, 2012USD ($) |
Schedule of Equity Method Investments [Line Items] | ||||||||||
(Loss) income from equity method investments | $ (4,306,000) | $ 3,694,000 | $ (6,901,000) | |||||||
Investments in other entities – equity method | 41,715,000 | 43,292,000 | ||||||||
Contribution | 1,898,000 | |||||||||
APC | MediPortal LLC | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Membership interests purchased (in shares) | shares | 270,000 | |||||||||
Payments to purchase membership interests | $ 400,000 | |||||||||
Membership interests acquired (in dollars per share) | $ / shares | $ 1.50 | |||||||||
Ownership percentage | 2.80% | |||||||||
Term of warrant | 5 years | |||||||||
Number of warrants (in shares) | shares | 270,000 | |||||||||
Term of option | 5 years | |||||||||
Options to purchase additional membership interests (in shares) | shares | 380,000 | |||||||||
Number of warrants available to purchase, contingent upon the portal completion date (in shares) | shares | 480,000 | |||||||||
NMM | AchievaMed, Inc. | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership percentage | 10.00% | |||||||||
Percentage of voting common stock, within five years | 50.00% | |||||||||
Duration of investment | 5 years | |||||||||
Investment amount | $ 500,000 | $ 500,000 | ||||||||
LaSalle Medical Associates – IPA Line of Business | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of employees (more than) | provider | 2,400 | |||||||||
(Loss) income from equity method investments | $ (5,831,000) | |||||||||
Investments in other entities – equity method | 3,034,000 | $ 13,047,000 | ||||||||
Contribution | $ 0 | |||||||||
LaSalle Medical Associates – IPA Line of Business | APC LSMA | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Amount invested for interest | $ 5,000,000 | |||||||||
Ownership interest | 25.00% | |||||||||
LaSalle Medical Associates – IPA Line of Business | APC and APC-LSMA | Dr. Arteaga | Notes Receivable | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership upon conversion of finance receivable | 46.25% | |||||||||
LaSalle Medical Associates – IPA Line of Business | APC | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
(Loss) income from equity method investments | $ (5,800,000) | $ 300,000 | ||||||||
LaSalle Medical Associates – IPA Line of Business | APC | Dr. Arteaga | Notes Receivable | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Amount of loan | $ 6,400,000 | |||||||||
Increase in ownership percentage, finance receivable converted | 21.25% | |||||||||
Pacific Medical Imaging & Oncology Center, Inc. | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
(Loss) income from equity method investments | 306,000 | |||||||||
Investments in other entities – equity method | 1,719,000 | $ 1,413,000 | ||||||||
Contribution | 0 | |||||||||
Pacific Medical Imaging & Oncology Center, Inc. | APC LSMA | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Amount invested for interest | $ 1,200,000 | |||||||||
Ownership interest | 40.00% | |||||||||
Pacific Medical Imaging & Oncology Center, Inc. | APC | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
(Loss) income from equity method investments | 300,000 | 17,000 | ||||||||
Investments in other entities – equity method | 1,700,000 | 1,400,000 | ||||||||
Pacific Medical Imaging & Oncology Center, Inc. | APC | Ancillary Service Contract | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Fees paid | 2,400,000 | 2,200,000 | ||||||||
Diagnostic Medical Group | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
(Loss) income from equity method investments | 330,000 | |||||||||
Investments in other entities – equity method | 0 | 2,613,000 | ||||||||
Initial consolidation gain | 2,800,000 | |||||||||
Contribution | $ 0 | |||||||||
Diagnostic Medical Group | APC | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership interest | 40.00% | |||||||||
(Loss) income from equity method investments | $ 300,000 | 300,000 | ||||||||
531 W. College, LLC – related party | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
(Loss) income from equity method investments | (208,000) | |||||||||
Investments in other entities – equity method | 17,230,000 | 17,200,000 | ||||||||
Contribution | 238,000 | |||||||||
531 W. College, LLC – related party | NMM and APC | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
(Loss) income from equity method investments | (200,000) | $ (400,000) | ||||||||
531 W. College, LLC – related party | APC | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership interest | 50.00% | 50.00% | 25.00% | |||||||
Investments in other entities – equity method | 17,200,000 | $ 17,200,000 | ||||||||
Initial capital contributions | $ 8,300,000 | |||||||||
Contribution | 200,000 | 1,000,000 | ||||||||
531 W. College, LLC – related party | NMM | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Amount invested for interest | $ 8,300,000 | |||||||||
Ownership interest | 25.00% | 25.00% | ||||||||
Initial capital contributions | $ 8,300,000 | |||||||||
531 W. College, LLC – related party | College Street Investment LP | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership interest | 50.00% | |||||||||
Initial capital contributions | $ 16,700,000 | |||||||||
One MSO, LLC — related party | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
(Loss) income from equity method investments | 515,000 | |||||||||
Investments in other entities – equity method | 2,910,000 | $ 2,395,000 | ||||||||
Contribution | 0 | |||||||||
One MSO, LLC — related party | APC | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership interest | 50.00% | |||||||||
Tag-6 Medical Investment Group, LLC — related party | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
(Loss) income from equity method investments | 314,000 | |||||||||
Investments in other entities – equity method | 4,830,000 | $ 4,516,000 | ||||||||
Contribution | 0 | |||||||||
Tag-6 Medical Investment Group, LLC — related party | APC | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership interest | 50.00% | |||||||||
Tag-8 Medical Investment Group, LLC — related party | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
(Loss) income from equity method investments | 0 | |||||||||
Investments in other entities – equity method | 0 | $ 2,108,000 | ||||||||
Contribution | 1,660,000 | |||||||||
Tag-8 Medical Investment Group, LLC — related party | APC | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership interest | 50.00% | |||||||||
CAIPA MSO, LLC | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
(Loss) income from equity method investments | 300,000 | |||||||||
Investments in other entities – equity method | $ 12,000,000 | $ 11,700,000 | ||||||||
CAIPA MSO, LLC | ApolloMed | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Ownership interest | 30.00% |
Investments in Other Entities _
Investments in Other Entities — Summarized Balance Sheets and Statements of Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Assets | |||||
Cash and cash equivalents | $ 233,097 | $ 193,470 | $ 103,189 | ||
Receivables, net | 10,608 | 7,058 | |||
Loans receivable | 4,000 | 0 | |||
Total assets | [1] | 852,363 | 817,486 | ||
Liabilities and stockholders’ deficit | |||||
Current liabilities | 115,371 | 114,992 | |||
Stockholders’ deficit | 460,490 | 330,911 | 192,335 | $ 181,545 | |
Total liabilities, mezzanine equity, and stockholders’ equity | 852,363 | 817,486 | |||
Statements of Operations | |||||
Revenues | 773,915 | 687,180 | 560,618 | ||
Expenses | 675,736 | 606,677 | 528,198 | ||
Income from operations | 98,179 | 80,503 | 32,420 | ||
Other (loss) income | (3,750) | 1,077 | 3,030 | ||
Net income | 49,294 | 122,320 | 17,673 | ||
LaSalle Medical Associates | |||||
Assets | |||||
Cash and cash equivalents | 6,619 | 9,350 | |||
Receivables, net | 2,269 | 3,918 | |||
Other current assets | 0 | 881 | |||
Loans receivable | 2,250 | 2,250 | |||
Restricted cash | 696 | 691 | |||
Total assets | 11,834 | 17,090 | |||
Liabilities and stockholders’ deficit | |||||
Current liabilities | 32,405 | 21,589 | |||
Stockholders’ deficit | (20,571) | (4,499) | |||
Total liabilities, mezzanine equity, and stockholders’ equity | 11,834 | 17,090 | |||
Statements of Operations | |||||
Revenues | 204,061 | 186,964 | 194,020 | ||
Expenses | 220,132 | 185,724 | 205,153 | ||
Income from operations | (16,071) | 1,240 | (11,133) | ||
Other (loss) income | 0 | 8 | 0 | ||
Net income | $ (16,071) | $ 1,248 | $ (11,133) | ||
[1] | The Company’s consolidated balance sheets include the assets and liabilities of its consolidated VIEs. The consolidated balance sheets include total assets that can be used only to settle obligations of the Company’s consolidated VIEs totaling $567.0 million and $576.1 million as of December 31, 2021 and December 31, 2020, respectively, and total liabilities of the Company’s consolidated VIEs for which creditors do not have recourse to the general credit of the primary beneficiary of $91.7 million and $88.6 million as of December 31, 2021 and December 31, 2020, respectively. These VIE balances do not include $802.8 million of investment in affiliates and $6.6 million of amounts due from affiliates as of December 31, 2021 and $225.1 million of investment in affiliates and $22.7 million of amounts due to affiliates as of December 31, 2020 as these are eliminated upon consolidation and not presented within the consolidated balance sheets. See Note 18 – “Variable Interest Entities (VIEs)” for further detail. |
Loans Receivable and Loans Re_2
Loans Receivable and Loans Receivable - Related Parties - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Oct. 31, 2020 | Oct. 30, 2020 | Dec. 18, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Loss recorded, loan receivable | $ 0 | |||
Loss recorded, loan receivable - related parties | 0 | |||
HSMSO | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Ownership interest | 33.30% | |||
NMM | MWN Community Hospital LLC | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Ownership interest | 33.30% | |||
Pacific6 | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Ownership interest | 33.30% | |||
Notes Receivable | Pacific6 | NMM | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Amount of loan | $ 500,000 | |||
Interest rate on loan receivable | 5.00% | |||
Notes Receivable | AHMC | APC | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Note receivable, amount | $ 4,000,000 | $ 4,000,000 | ||
Note receivable, interest rate | 3.75% |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable and other accruals | $ 9,583 | $ 9,554 |
Capitation payable | 2,697 | 3,541 |
Subcontractor IPA payable | 1,587 | 1,662 |
Professional fees | 878 | 1,378 |
Due to related parties | 2,301 | 50 |
Contract liabilities | 16,798 | 12,988 |
Accrued compensation | 10,107 | 6,970 |
Total accounts payable and accrued expenses | $ 43,951 | $ 36,143 |
Medical Liabilities - Schedule
Medical Liabilities - Schedule of Medical Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Medical Liabilities [Roll Forward] | ||
Medical liabilities, beginning of year | $ 50,330 | $ 58,725 |
Acquired (see Note 3) | 175 | 0 |
Components of medical care costs related to claims incurred: | ||
Current period | 347,720 | 309,848 |
Prior periods | 553 | (3,258) |
Total medical care costs | 348,273 | 306,590 |
Payments for medical care costs related to claims incurred: | ||
Current period | (291,243) | (261,062) |
Prior periods | (51,231) | (54,056) |
Total paid | (342,474) | (315,118) |
Adjustments | (521) | 133 |
Medical liabilities, end of year | $ 55,783 | $ 50,330 |
Credit Facility, Bank Loans, _3
Credit Facility, Bank Loans, and Lines of Credit - Schedule of Credit Facility Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Total debt | $ 187,965 | $ 245,705 |
Less: current portion of debt | (780) | (10,889) |
Less: unamortized financing cost | (4,268) | (4,605) |
Long-term debt | 182,917 | 230,211 |
Real estate loans | ||
Line of Credit Facility [Line Items] | ||
Total debt | 7,396 | 7,580 |
Construction loan | ||
Line of Credit Facility [Line Items] | ||
Total debt | 569 | 0 |
Less: current portion of debt | (600) | |
Term loan | ||
Line of Credit Facility [Line Items] | ||
Total debt | 0 | 178,125 |
Revolver loan | ||
Line of Credit Facility [Line Items] | ||
Total debt | $ 180,000 | $ 60,000 |
Credit Facility, Bank Loans, _4
Credit Facility, Bank Loans, and Lines of Credit - Schedule of Maturities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 780 |
2023 | 215 |
2024 | 222 |
2025 | 6,748 |
2026 and thereafter | 180,000 |
Total | $ 187,965 |
Credit Facility, Bank Loans, _5
Credit Facility, Bank Loans, and Lines of Credit - Additional Information (Detail) | Jun. 16, 2021USD ($) | Dec. 01, 2023 | Dec. 31, 2021USD ($)financial_ratio | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2022 | Jun. 30, 2021USD ($) | Apr. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Aug. 31, 2020USD ($) | Jul. 31, 2020USD ($) | Sep. 10, 2019USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Issuance of financing obligation for business combinations | $ 6,400,000 | $ 700,000 | $ 700,000 | |||||||||
Current portion of long-term debt | 780,000 | 10,889,000 | ||||||||||
Total debt | 187,965,000 | 245,705,000 | ||||||||||
Interest expense | 5,394,000 | $ 9,499,000 | $ 4,733,000 | |||||||||
Long-term line of credit | 187,965,000 | |||||||||||
APC | MPP | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Asset acquisition, percentage of shares acquired | 100.00% | |||||||||||
APC | AMG Properties | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Asset acquisition, percentage of shares acquired | 100.00% | |||||||||||
APC | ZLL | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Asset acquisition, percentage of shares acquired | 100.00% | |||||||||||
MPP | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt | $ 6,100,000 | |||||||||||
Minimum debt coverage ratio | 1.25 | |||||||||||
MPP | Prime Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | (0.50%) | |||||||||||
AMG Properties | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt | $ 700,000 | |||||||||||
Minimum debt coverage ratio | 1.25 | |||||||||||
AMG Properties | Prime Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | (0.30%) | |||||||||||
ZLL | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt | $ 600,000 | |||||||||||
Minimum debt coverage ratio | 1.25 | |||||||||||
ZLL | Prime Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | (0.50%) | |||||||||||
Construction loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Current portion of long-term debt | $ 600,000 | |||||||||||
Total debt | 569,000 | $ 0 | ||||||||||
Term loan A | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 0 | 178,125,000 | ||||||||||
Revolver loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total debt | 180,000,000 | $ 60,000,000 | ||||||||||
Standby Letters of Credit | APC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum loan availability | $ 300,000 | |||||||||||
Term of facility | 1 year | |||||||||||
Standby Letters of Credit | APAACO | Preferred Bank | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum loan availability | $ 14,800,000 | $ 14,800,000 | $ 14,800,000 | |||||||||
Long-term line of credit | 0 | |||||||||||
Standby Letters of Credit | Alpha Care | Preferred Bank | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum loan availability | $ 3,800,000 | |||||||||||
Term of facility | 1 year | |||||||||||
Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of key financial ratios | financial_ratio | 2 | |||||||||||
Debt covenant, aggregate purchase price, maximum | $ 75,000,000 | |||||||||||
Maximum consolidated leverage ratio | 3.75 | |||||||||||
Minimum consolidated interest coverage ratio | 3.25 | |||||||||||
Maximum adjusted consolidated leverage ratio | 4 | |||||||||||
Interest rate during period | 2.06% | 3.48% | 3.39% | |||||||||
Interest expense | $ 1,200,000 | $ 1,400,000 | $ 500,000 | |||||||||
Credit Agreement | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Consolidated leverage ratio, annual change | 0.25 | |||||||||||
Credit Agreement | Revolver loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Deferred financing costs | $ 6,500,000 | $ 4,600,000 | $ 4,300,000 | |||||||||
Amended Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee | $ 50,000 | |||||||||||
Amended Credit Agreement | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 0.25% | |||||||||||
Required annual facility fee | 0.175% | |||||||||||
Amended Credit Agreement | Minimum | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 1.25% | |||||||||||
Amended Credit Agreement | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 1.50% | |||||||||||
Required annual facility fee | 0.35% | |||||||||||
Amended Credit Agreement | Maximum | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 2.50% | |||||||||||
Amended Credit Agreement | Revolver loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Revolving credit facility term | 5 years | |||||||||||
Interest rate at end of period | 1.71% | |||||||||||
Deferred financing costs | $ 700,000 | |||||||||||
Amended Credit Agreement | Revolver loan | Line of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum loan availability | $ 400,000,000 | |||||||||||
Amended Credit Agreement | Letter of Credit | Line of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum loan availability | 25,000,000 | |||||||||||
Amended Credit Agreement | Bridge Loan | Line of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum loan availability | $ 25,000,000 | |||||||||||
Amended Credit Agreement | Standby Letters of Credit | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Required annual facility fee | 1.25% | |||||||||||
Amended Credit Agreement | Standby Letters of Credit | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Required annual facility fee | 2.50% | |||||||||||
Construction loan | Tag-8 Medical Investment Group, LLC — related party | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt | $ 10,700,000 | |||||||||||
Debt instrument, covenant, cash flow coverage ratio, minimum | 1.25 | |||||||||||
Construction loan | Tag-8 Medical Investment Group, LLC — related party | LIBOR | Forecast | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 2.00% | |||||||||||
APC Business Loan Agreement | Line of Credit | APC | Preferred Bank | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum loan availability | $ 4,100,000 |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
Federal | $ 22,801 | $ 43,572 | $ 9,035 |
State | 11,605 | 19,155 | 5,925 |
Current income tax expense (benefit) | 34,406 | 62,727 | 14,960 |
Deferred | |||
Federal | (3,794) | (4,963) | (3,508) |
State | (2,158) | (1,657) | (3,285) |
Deferred income tax expense (benefit) | (5,952) | (6,620) | (6,793) |
Total provision for income taxes | $ 28,454 | $ 56,107 | $ 8,167 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | $ 22,351 | $ 15,517 | |
Valuation allowance, increase | $ 6,800 | ||
Federal corporate tax rate | 21.00% | 21.00% | 21.00% |
Minimum | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards, expiration period | 2027 | ||
Maximum | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards, expiration period | 2040 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 97,900 | ||
Net operating loss carryforwards, not subject to expiration | 77,700 | ||
California | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 120,800 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
State taxes | $ 2,379 | $ 3,932 |
Stock options | 0 | 461 |
Accrued expenses | 1,864 | 3,905 |
Allowance for bad debts | 153 | 351 |
Investment in other entities | 3,289 | 702 |
Net operating loss carryforward | 28,992 | 20,758 |
Lease liability | 4,208 | 4,979 |
Unrealized Gain | 3,007 | 0 |
Other | 705 | 665 |
Deferred tax assets before valuation allowance | 44,597 | 35,753 |
Valuation allowance | (22,351) | (15,517) |
Net deferred tax assets | 22,246 | 20,236 |
Deferred tax liabilities | ||
Property and equipment | (777) | (661) |
Acquired intangible assets | (23,763) | (24,661) |
Stock options | (1,641) | 0 |
Right-of-use assets | (4,117) | (4,888) |
Debt issuance cost | (988) | 0 |
481(a) adjustment | (87) | (985) |
Deferred tax liabilities | (31,373) | (31,195) |
Net deferred liabilities | $ (9,127) | $ (10,959) |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax provision at U.S. federal statutory rates | 21.00% | 21.00% | 21.00% |
State income taxes net of federal benefit | 7.80% | 7.70% | 8.10% |
Non-deductible permanent items | 3.70% | 0.30% | 3.30% |
Variable interest entities | (1.30%) | (0.20%) | (2.70%) |
Stock-based compensation | (1.00%) | 0.30% | (1.50%) |
Change in valuation allowance | 8.90% | 3.20% | 3.20% |
Investment basis adjustment | (2.10%) | 0.00% | 0.00% |
Other | 0.00% | (1.00%) | 0.20% |
Effective income tax rate | 36.90% | 31.30% | 31.60% |
Mezzanine and Stockholders' E_2
Mezzanine and Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2019 | Dec. 31, 2017 | Mar. 31, 2016 | Oct. 31, 2015 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||||||||
Number of shares holdback percentage | 10.00% | |||||||
Share-based compensation arrangement by based payment award outstanding (in shares) | 813,965 | 725,864 | ||||||
Stock issued during period share conversion of notes (in shares) | 520,081 | |||||||
Stock issued during period value conversion of notes | $ 5,400 | |||||||
Holdback shares not issued to former shareholders (in shares) | 140,954 | |||||||
Payments of ordinary dividends common stock | $ 31,089 | $ 51,319 | $ 61,717 | |||||
Treasury stock, common, shares (in shares) | 10,925,702 | 12,323,164 | ||||||
Allied Pacific of California Brokerage Account | ||||||||
Class of Stock [Line Items] | ||||||||
Treasury stock | $ 7,700 | |||||||
Tranche one | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based compensation arrangement by based payment award outstanding (in shares) | 1,511,380 | 1,519,805 | ||||||
Warrant 1 | ||||||||
Class of Stock [Line Items] | ||||||||
Exercise price per share (in dollars per share) | $ 11 | |||||||
Number of warrants (in shares) | 850,000 | |||||||
Warrant 2 | ||||||||
Class of Stock [Line Items] | ||||||||
Exercise price per share (in dollars per share) | $ 10 | |||||||
Number of warrants (in shares) | 900,000 | |||||||
Private Placement | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares purchased by related party (in shares) | 1,111,111 | |||||||
Stock issued during period new issues | $ 10,000 | |||||||
Exercise price per share (in dollars per share) | $ 9 | |||||||
Former Shareholders of NMM | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued (in shares) | 25,675,630 | |||||||
Series B Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares purchased by related party (in shares) | 555,555 | |||||||
Stock issued during period new issues | $ 5,000 | |||||||
Exercise price per share (in dollars per share) | $ 10 | |||||||
AP-AMH | Affiliated Entity | Series A Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares purchased by related party (in shares) | 1,000,000 | |||||||
Stock issued during period new issues | $ 545,000 | |||||||
APC | ||||||||
Class of Stock [Line Items] | ||||||||
Interest costs incurred | $ 900 | |||||||
Payments of ordinary dividends common stock | $ 29,900 | $ 136,600 | $ 60,000 | |||||
Treasury stock, common, shares (in shares) | 10,925,702 | 12,323,164 | ||||||
CDSC | ||||||||
Class of Stock [Line Items] | ||||||||
Payments of ordinary dividends common stock | $ 1,500 | $ 2,100 | $ 2,600 | |||||
NMM | ||||||||
Class of Stock [Line Items] | ||||||||
Stock repurchased during period (in shares) | 30,397,489 | |||||||
Number of shares holdback percentage | 10.00% | |||||||
Number of shares held back (in shares) | 3,039,749 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2016 | Oct. 31, 2015 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 08, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued for exercise of options and warrants (in shares) | 40,000 | 100,000 | ||||
Cashless options, exercises in period (in shares) | 0 | |||||
Options exercised | $ 2.8 | $ 1.8 | $ 2.7 | |||
Weighted average exercise price (in dollars per share) | $ 22.74 | $ 13.25 | ||||
Weighted average grant date fair value granted (in dollars per share) | $ 32.63 | $ 9.89 | $ 11.33 | |||
Warrants exercises in period (in shares) | 900,000 | 1,200,000 | ||||
Warrant issued during period value stock options exercised | $ 8.8 | $ 10.5 | ||||
Series B Preferred Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares purchased by related party (in shares) | 555,555 | |||||
Exercise Price Per Share (in dollars per share) | $ 10 | |||||
Common Stock | Common Stock Warrants | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares purchased by related party (in shares) | 850,000 | |||||
Exercise Price Per Share (in dollars per share) | $ 11 | |||||
Common Stock | $10 Common Stock Warrants | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares purchased by related party (in shares) | 900,000 | |||||
Exercise Price Per Share (in dollars per share) | $ 10 | |||||
Private Placement | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares purchased by related party (in shares) | 1,111,111 | |||||
Exercise Price Per Share (in dollars per share) | $ 9 | |||||
Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options exercisable weighted average exercise price (in usd per share) | $ 2.10 | |||||
Share-based compensation arrangement by share based payment award, warrant exercised, exercise price | $ 9 | 9 | ||||
Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options exercisable weighted average exercise price (in usd per share) | 5.20 | 5 | ||||
Share-based compensation arrangement by share based payment award, warrant exercised, exercise price | $ 10 | $ 10 | ||||
APC Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Proceeds for exercise of options and warrants | $ 0.2 | $ 0.3 | ||||
Executives | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options, grants in period (in shares) | 100,000 | |||||
Executives | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average exercise price (in dollars per share) | $ 23.24 | |||||
Executives | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average exercise price (in dollars per share) | $ 80 | |||||
Stock options | Board Members and Directors | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 5 years | |||||
Restricted stock awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average grant date fair value granted (in dollars per share) | $ 50.73 | $ 17.56 | 18.65 | |||
Restricted stock awards granted (in shares) | 300,000 | |||||
Unvested (In dollars per share) | $ 1,100,000 | $ 1,400,000 | $ 0 | |||
Restricted stock awards | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 6 months | |||||
Restricted stock awards | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
2013 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 500,000 | |||||
2015 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 1,500,000 | |||||
Number of share available for grant (in shares) | 1,700,000 | 100,000 | 500,000 | |||
Unrecognized compensation expense | $ 21.3 |
Stock Based Compensation - Shar
Stock Based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 6,745 | $ 3,383 | $ 1,547 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 2,480 | 1,763 | 688 |
Stock options | APC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 0 | 0 | 607 |
Restricted stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 4,265 | $ 1,620 | $ 252 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shares | |||
Beginning balance (in shares) | 813,965 | 725,864 | |
Options granted (in shares) | 137,927 | ||
Options exercised (in shares) | (40,000) | (100,000) | |
Options canceled, forfeited or expired (in shares) | (9,826) | ||
Ending balance (in shares) | 813,965 | 725,864 | |
Options exercisable (in shares) | 618,006 | ||
Weighted-Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 13.25 | ||
Options granted (in dollars per share) | 66.29 | ||
Options exercised (in dollars per share) | 5.20 | ||
Options canceled, forfeited or expired (in dollars per share) | 3.89 | ||
Ending balance (in dollars per share) | 22.74 | $ 13.25 | |
Options exercisable (in dollars per share) | $ 10.22 | ||
Weighted-Average Remaining Contractual Term (Years) | |||
Options outstanding | 3 years 2 months 12 days | 3 years 9 months | |
Options exercisable | 2 years 1 month 20 days | ||
Aggregate Intrinsic Value (in millions) | |||
Options outstanding | $ 41.6 | $ 3.4 | |
Options exercised | 2.8 | $ 1.8 | $ 2.7 |
Options exercisable | $ 37.1 |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options, Assumptions Under Black-Scholes (Details) - Executives | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term | 3 years 6 months |
Annual dividend yield | 0.00% |
Forfeiture rate | 0.00% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 75.45% |
Risk-free interest rate | 0.19% |
Market value of common stock | $ 12.86 |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 81.10% |
Risk-free interest rate | 1.15% |
Market value of common stock | $ 37.82 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - Restricted stock awards | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Shares | |
Unvested as of January 1, 2021 | shares | 262,419 |
Restricted stock awards granted (in shares) | shares | 332,202 |
Vested (in shares) | shares | (39,910) |
Forfeited (in shares) | shares | (13,204) |
Unvested as of December 31, 2021 | shares | 541,507 |
Weighted Average Grant-Date Fair Value | |
Unvested (in dollars per share) | $ / shares | $ 17.96 |
Weighted average grant date fair value granted (in dollars per share) | $ / shares | 50.73 |
Vested (in dollars per share) | $ / shares | 17.03 |
Forfeited (in dollars per share) | $ / shares | 29.88 |
Unvested (in dollars per share) | $ / shares | $ 37.84 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Warrant (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | ||
Warrants outstanding (in shares) | 1,878,126 | |
Warrants granted (in shares) | 0 | |
Warrants exercised (in shares) | (858,583) | |
Warrants forfeited (in shares) | (17,803) | |
Warrants outstanding (in shares) | 1,001,740 | 1,878,126 |
Weighted-Average Exercise Price | ||
Warrants outstanding (in dollars per share) | $ 10.39 | |
Warrants granted (in dollars per share) | 0 | |
Warrants exercised (in dollars per share) | 10.30 | |
Warrants forfeited (in dollars per share) | 9.72 | |
Warrants outstanding (in dollars per share) | $ 10.49 | $ 10.39 |
Weighted-Average Remaining Contractual Term (Years) | ||
Warrants outstanding balance | 11 months 8 days | 1 year 7 months 17 days |
Aggregate Intrinsic Value (in millions) | ||
Warrants outstanding, beginning balance | $ 14.8 | |
Warrants granted | 0 | |
Warrants exercised | 41.1 | |
Warrants forfeited | 0 | |
Warrants outstanding, ending balance | $ 63.1 | $ 14.8 |
Stock-Based Compensation - Warr
Stock-Based Compensation - Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Weighted Average Exercise Price Per Share (in dollars per share) | $ 10.49 | $ 10.39 |
Warrant Exercise Price Range One | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price Per Share (in dollars per share) | $ 10 | |
Warrants Outstanding (in shares) | 515,176 | |
Weighted- Average Remaining Contractual Life | 11 months 8 days | |
Warrants Exercisable (in shares) | 515,176 | |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 10 | |
Warrant Exercise Price Range Two | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price Per Share (in dollars per share) | $ 11 | |
Warrants Outstanding (in shares) | 486,564 | |
Weighted- Average Remaining Contractual Life | 11 months 8 days | |
Warrants Exercisable (in shares) | 486,564 | |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 11 | |
Warrant Exercise Price Range Three | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding (in shares) | 1,001,740 | |
Weighted- Average Remaining Contractual Life | 11 months 8 days | |
Warrants Exercisable (in shares) | 1,001,740 | |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 10.49 | |
Warrant Exercise Price Range Three | Minimum | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price Per Share (in dollars per share) | 10 | |
Warrant Exercise Price Range Three | Maximum | ||
Class of Warrant or Right [Line Items] | ||
Exercise Price Per Share (in dollars per share) | $ 11 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Aug. 31, 2020 | Jul. 31, 2020 | |
Commitments And Contingencies [Line Items] | |||
General amount of guarantee (as a percent) | 2.00% | ||
Long-term line of credit | $ 187,965,000 | ||
APC | Standby Letters of Credit | |||
Commitments And Contingencies [Line Items] | |||
Long-term line of credit | 300,000 | ||
Alpha Care | Standby Letters of Credit | |||
Commitments And Contingencies [Line Items] | |||
Long-term line of credit | 3,800,000 | ||
Standby Letters of Credit | APAACO | Preferred Bank | |||
Commitments And Contingencies [Line Items] | |||
Maximum loan availability | 14,800,000 | $ 14,800,000 | $ 14,800,000 |
Long-term line of credit | 0 | ||
Standby Letters of Credit | APC | |||
Commitments And Contingencies [Line Items] | |||
Maximum loan availability | 300,000 | ||
Standby Letters of Credit | Alpha Care | Preferred Bank | |||
Commitments And Contingencies [Line Items] | |||
Maximum loan availability | $ 3,800,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Proceeds from sale of equity method investment | $ 6,375 | $ 52,743 | $ 0 |
CQMC | |||
Related Party Transaction [Line Items] | |||
Payments to related party | 0 | 300 | 500 |
AHMC | |||
Related Party Transaction [Line Items] | |||
Risk pool revenue recognized under agreement | 60,100 | 42,600 | 49,300 |
Remaining outstanding under agreement | $ 58,400 | 45,300 | |
NMM | LaSalle Medical Associates – IPA Line of Business | |||
Related Party Transaction [Line Items] | |||
Ownership interest | 25.00% | ||
NMM | LaSalle Medical Associates – IPA Line of Business | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 18,700 | 16,900 | 17,300 |
Due from related parties | 7,000 | 2,300 | |
NMM | One MSO, Inc. | |||
Related Party Transaction [Line Items] | |||
Payments to related party | 1,300 | 1,400 | |
NMM | Director | Consulting Services | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | $ 44 | 100 | 200 |
APC | DMG | |||
Related Party Transaction [Line Items] | |||
Ownership interest | 40.00% | ||
APC | One MSO, Inc. | |||
Related Party Transaction [Line Items] | |||
Ownership interest | 50.00% | ||
APC | Provider services | PMIOC | |||
Related Party Transaction [Line Items] | |||
Payments to related party | $ 2,400 | 2,200 | 2,700 |
APC | Provider services | DMG | |||
Related Party Transaction [Line Items] | |||
Payments to related party | 0 | 6,000 | 7,800 |
APC | APC | |||
Related Party Transaction [Line Items] | |||
Payments to related party | $ 34,800 | 33,100 | 30,800 |
APC | APC | Provider services | PMIOC | |||
Related Party Transaction [Line Items] | |||
Ownership interest | 40.00% | ||
APC | APC | Provider services | DMG | |||
Related Party Transaction [Line Items] | |||
Ownership interest | 40.00% | ||
APC | Advance Diagnostic Surgery Center | Provider services | |||
Related Party Transaction [Line Items] | |||
Payments to related party | $ 700 | 500 | 400 |
APC | Fresenius | Provider services | |||
Related Party Transaction [Line Items] | |||
Payments to related party | 100 | 100 | 100 |
APC | Fulgent Genetics, Inc. | Provider services | |||
Related Party Transaction [Line Items] | |||
Payments to related party | 2,000 | 300 | |
APC | Arroyo Vista Family Health Center | |||
Related Party Transaction [Line Items] | |||
Payments to related party | 15,400 | 0 | |
APC | Officer | APC | |||
Related Party Transaction [Line Items] | |||
Payments to related party | 8,500 | 9,000 | 8,800 |
APAACO | Fresenius | Provider services | |||
Related Party Transaction [Line Items] | |||
Payments to related party | 700 | 700 | |
SCHC | Numen | |||
Related Party Transaction [Line Items] | |||
Payments to related party | $ 400 | $ 400 | $ 400 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Receipts, net | $ 45,977 | $ 27,515 |
AHMC | ||
Related Party Transaction [Line Items] | ||
AHMC – Risk pool earnings net of claims payment | 46,908 | 28,767 |
HSMSO | ||
Related Party Transaction [Line Items] | ||
Management fees | (629) | (949) |
Aurion | ||
Related Party Transaction [Line Items] | ||
Management fees | $ (302) | $ (303) |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Defined contribution plan, service period | 6 months | |
Employee benefit vested estimated year | 6 years | |
Employer discretionary contribution amount | $ 0.4 | $ 0.4 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
APC | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities (in shares) | 10,925,702 | 12,323,164 | 17,290,317 |
Earnings Per Share - Basic Net
Earnings Per Share - Basic Net Income (loss) Per Share is Calculated Using Weighted Average Number of Shares (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Earnings per share – basic (in dollars per share) | $ 1.69 | $ 1.04 | $ 0.41 |
Earnings per share – diluted (in dollars per share) | $ 1.63 | $ 1.01 | $ 0.39 |
Weighted average shares of common stock outstanding – basic (in shares) | 43,828,664 | 36,527,672 | 34,708,429 |
Weighted average shares of common stock outstanding - diluted (in shares) | 45,403,085 | 37,448,430 | 36,403,279 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Shares Included in Diluted Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Weighted average shares of common stock outstanding – basic (in shares) | 43,828,664 | 36,527,672 | 34,708,429 |
Weighted average shares of common stock outstanding – diluted (in shares) | 45,403,085 | 37,448,430 | 36,403,279 |
Warrants | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Adjustments to weighted average shares of common stock (in shares) | 819,151 | 717,029 | 1,384,078 |
Stock options | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Adjustments to weighted average shares of common stock (in shares) | 495,618 | 182,999 | 295,672 |
Restricted stock awards | Management restricted stock awards | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Adjustments to weighted average shares of common stock (in shares) | 23,824 | 7,242 | 15,100 |
Restricted stock awards | Executive restricted stock awards | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Adjustments to weighted average shares of common stock (in shares) | 235,828 | 13,488 | 0 |
Variable Interest Entities (V_3
Variable Interest Entities (VIEs) - Eliminated Upon Consolidation Included In Accompanying Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current assets | ||||
Cash and cash equivalents | $ 233,097 | $ 193,470 | $ 103,189 | |
Investment in marketable securities | 53,417 | 67,695 | ||
Receivables, net | 10,608 | 7,058 | ||
Receivables, net – related party | 69,376 | 49,260 | ||
Other receivables | 9,647 | 4,297 | ||
Prepaid expenses and other current assets | 18,637 | 16,797 | ||
Total current assets | 398,782 | 338,577 | ||
Non-current assets | ||||
Intangible assets, net | 82,807 | 86,985 | ||
Goodwill | 253,039 | 239,053 | $ 238,505 | |
Investments in other entities – equity method | 41,715 | 43,292 | ||
Restricted cash | 0 | 500 | ||
Operating lease right-of-use assets | 15,441 | 18,574 | ||
Other assets | 5,928 | 18,915 | ||
Total non-current assets | 453,581 | 478,909 | ||
Total assets | [1] | 852,363 | 817,486 | |
Current liabilities | ||||
Accounts payable and accrued expenses | 43,951 | 36,143 | ||
Fiduciary accounts payable | 10,534 | 9,642 | ||
Medical liabilities | 55,783 | 50,330 | ||
Income taxes payable | 652 | 4,224 | ||
Dividend payable | 556 | 485 | ||
Finance lease liabilities | 486 | 102 | ||
Operating lease liabilities | 2,629 | 3,177 | ||
Operating lease liabilities | 780 | 10,889 | ||
Total current liabilities | 115,371 | 114,992 | ||
Non-current liabilities | ||||
Deferred tax liability | 9,127 | 10,959 | ||
Finance lease liabilities, net of current portion | 973 | 311 | ||
Operating lease liabilities, net of current portion | 13,198 | 15,865 | ||
Long-term debt, net of current portion | 182,917 | 230,211 | ||
Other long-term liabilities | 14,777 | 0 | ||
Total non-current liabilities | 220,992 | 257,346 | ||
Total liabilities | [1] | 336,363 | 372,338 | |
Variable Interest Entity, Primary Beneficiary | ||||
Current assets | ||||
Cash and cash equivalents | 161,762 | 126,158 | ||
Investment in marketable securities | 49,066 | 67,637 | ||
Receivables, net | 7,251 | 5,155 | ||
Receivables, net – related party | 62,180 | 46,718 | ||
Income taxes receivable | 1,342 | 0 | ||
Other receivables | 1,833 | 1,084 | ||
Prepaid expenses and other current assets | 11,734 | 14,863 | ||
Loans receivable — related parties | 4,000 | 0 | ||
Amounts due from affiliates* | 6,598 | 0 | ||
Total current assets | 305,766 | 261,615 | ||
Non-current assets | ||||
Land, property and equipment, net | 49,547 | 27,599 | ||
Intangible assets, net | 58,282 | 69,250 | ||
Goodwill | 109,656 | 109,460 | ||
Loans receivable – related parties | 89 | 4,145 | ||
Investment in affiliates | 802,821 | 225,144 | ||
Investments in other entities – equity method | 41,715 | 43,516 | ||
Investment in affiliates* | 405 | 36,584 | ||
Restricted cash | 0 | 500 | ||
Operating lease right-of-use assets | 4,953 | 6,298 | ||
Other assets | 3,219 | 17,177 | ||
Total non-current assets | 1,070,687 | 539,673 | ||
Total assets | 1,376,453 | 801,288 | ||
Current liabilities | ||||
Accounts payable and accrued expenses | 11,591 | 12,963 | ||
Fiduciary accounts payable | 10,534 | 9,642 | ||
Medical liabilities | 44,000 | 37,684 | ||
Income taxes payable | 0 | 4,225 | ||
Dividend payable | 556 | 485 | ||
Amount due to affiliate* | 0 | 22,698 | ||
Finance lease liabilities | 110 | 102 | ||
Operating lease liabilities | 1,250 | 1,242 | ||
Operating lease liabilities | 780 | 201 | ||
Total current liabilities | 68,821 | 89,242 | ||
Non-current liabilities | ||||
Deferred tax liability | 1,982 | 9,144 | ||
Finance lease liabilities, net of current portion | 193 | 311 | ||
Operating lease liabilities, net of current portion | 3,950 | 5,242 | ||
Long-term debt, net of current portion | 7,114 | 7,379 | ||
Other long-term liabilities | 9,614 | 0 | ||
Total non-current liabilities | 22,853 | 22,076 | ||
Total liabilities | $ 91,674 | $ 111,318 | ||
[1] | The Company’s consolidated balance sheets include the assets and liabilities of its consolidated VIEs. The consolidated balance sheets include total assets that can be used only to settle obligations of the Company’s consolidated VIEs totaling $567.0 million and $576.1 million as of December 31, 2021 and December 31, 2020, respectively, and total liabilities of the Company’s consolidated VIEs for which creditors do not have recourse to the general credit of the primary beneficiary of $91.7 million and $88.6 million as of December 31, 2021 and December 31, 2020, respectively. These VIE balances do not include $802.8 million of investment in affiliates and $6.6 million of amounts due from affiliates as of December 31, 2021 and $225.1 million of investment in affiliates and $22.7 million of amounts due to affiliates as of December 31, 2020 as these are eliminated upon consolidation and not presented within the consolidated balance sheets. See Note 18 – “Variable Interest Entities (VIEs)” for further detail. |
Leases - Additional information
Leases - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease option to extend (up to) | 10 years | |
Finance lease option to extend (up to) | 10 years | |
Operating lease, termination period, if applicable | 1 year | |
Finance lease, termination period, if applicable | 1 year | |
Assets recorded under finance leases | $ 1.3 | $ 0.4 |
Accumulated amortization associated with finance leases | $ 0.6 | $ 0.4 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms, operating | 7 months | |
Remaining lease terms, financing | 7 months | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms, operating | 8 years | |
Remaining lease terms, financing | 8 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 6,025 | $ 6,589 |
Finance lease cost | ||
Amortization of lease expense | 208 | 105 |
Interest on lease liabilities | 26 | 14 |
Sublease income | (852) | (784) |
Total lease cost | $ 5,407 | $ 5,924 |
Leases - Other Information Rela
Leases - Other Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 6,083 | $ 5,804 |
Operating cash flows from finance leases | 26 | 14 |
Financing cash flows from finance leases | 208 | 105 |
Right-of-use assets obtained in exchange for lease liabilities: | ||
Operating leases | 0 | 7,652 |
Finance leases | $ 0 | $ 0 |
Weighted-Average Remaining Lease Term | ||
Operating leases | 6 years 3 months 7 days | 6 years 9 months 18 days |
Finance leases | 3 years 3 months 3 days | 3 years 8 months 1 day |
Weighted-Average Discount Rate | ||
Operating leases | 6.10% | 6.10% |
Finance leases | 4.53% | 3.00% |
Leases - Future Minimum Payment
Leases - Future Minimum Payments Under Non-cancelable Leases After Adoption of 842 (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 3,543 | |
2023 | 3,303 | |
2024 | 2,940 | |
2025 | 2,648 | |
2026 | 2,070 | |
Thereafter | 4,740 | |
Total future minimum lease payments | 19,244 | |
Less: imputed interest | 3,417 | |
Total lease obligations | 15,827 | |
Less: current portion | 2,629 | $ 3,177 |
Long-term lease obligations | 13,198 | 15,865 |
Finance Leases | ||
2022 | 543 | |
2023 | 443 | |
2024 | 377 | |
2025 | 214 | |
2026 | 0 | |
Thereafter | 0 | |
Total future minimum lease payments | 1,577 | |
Less: imputed interest | 118 | |
Total lease obligations | 1,459 | |
Less: current portion | 486 | 102 |
Long-term lease obligations | $ 973 | $ 311 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Orma Health, Inc., and Provider Growth Solutions LLC - Subsequent Event $ in Millions | 1 Months Ended |
Jan. 31, 2022USD ($)patient | |
Subsequent Event [Line Items] | |
Interest acquired | 100.00% |
Consideration transferred | $ | $ 2 |
Number of Direct Contracting Entity patients | 4,000 |
Number of Remote Patient Monitoring patients | 2,500 |