Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 02, 2023 | Jun. 30, 2022 | |
Cover | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity File Number | 001-41346 | ||
Entity Registrant Name | NUTEX HEALTH INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 11-3363609 | ||
Entity Address, Address Line One | 6030 S. Rice Ave | ||
Entity Address, Address Line Two | Suite C | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77081 | ||
City Area Code | 713 | ||
Local Phone Number | 660-0557 | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Trading Symbol | NUTX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
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 | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,034 | ||
Entity Common Stock, Shares Outstanding | 650,926,125 | ||
Entity Central Index Key | 0001479681 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum llp | ||
Auditor Location | Houston, Texas |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 34,255,264 | $ 36,118,284 |
Accounts receivable | 57,777,386 | 112,766,317 |
Accounts receivable - related parties | 538,183 | 1,993,117 |
Inventories | 3,533,285 | 2,814,178 |
Prepaid expenses and other current assets | 1,869,806 | 323,283 |
Total current assets | 97,973,924 | 154,015,179 |
Property and equipment, net | 82,094,352 | 151,912,500 |
Operating right-of-use assets | 20,466,632 | 21,829,552 |
Financing right-of-use assets | 192,591,624 | 64,614,781 |
Intangible assets, net | 21,191,390 | 682,649 |
Goodwill, net | 17,010,637 | 1,139,297 |
Other assets | 423,426 | 456,085 |
Total assets | 431,751,985 | 394,650,043 |
Current liabilities: | ||
Accounts payable | 23,614,387 | 13,582,664 |
Accounts payable - related parties | 3,915,661 | 4,070,438 |
Lines of credit | 2,623,479 | 72,055 |
Current portion of long-term debt | 12,546,097 | 10,158,932 |
Operating lease liabilities, current portion | 1,703,014 | 1,489,997 |
Financing lease liabilities, current portion | 4,219,518 | 1,452,447 |
Accrued expenses and other current liabilities | 6,240,813 | 6,864,426 |
Total current liabilities | 54,862,969 | 37,690,959 |
Long-term debt, net | 23,051,152 | 78,821,985 |
Operating lease liabilities, net | 19,438,497 | 20,820,588 |
Financing lease liabilities, net | 203,619,756 | 65,735,501 |
Deferred tax liabilities | 10,452,211 | |
Total liabilities | 311,424,585 | 203,069,033 |
Commitments and contingencies | ||
Equity: | ||
Common stock, $0.001 par value; 900,000,000 shares authorized; 649,770,069 and 592,791,712 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 650,224 | 592,792 |
Additional paid-in capital | 458,498,402 | 11,742,891 |
Retained earnings (accumulated deficit) | (363,285,925) | 102,315,623 |
Nutex Health Inc. equity | 95,862,701 | 114,651,306 |
Noncontrolling interests | 24,464,699 | 76,929,704 |
Total equity | 120,327,400 | 191,581,010 |
Total liabilities and equity | $ 431,751,985 | $ 394,650,043 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock authorized | 900,000,000 | 900,000,000 |
Common stock issued | 650,223,840 | 592,791,712 |
Common stock outstanding | 650,223,840 | 592,791,712 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Total revenue | $ 219,294,306 | $ 331,531,311 | $ 274,029,061 |
Operating costs and expenses: | |||
Payroll | 102,892,734 | 86,349,088 | 61,682,322 |
Contract services | 37,567,131 | 17,050,957 | 13,447,912 |
Medical supplies | 12,118,893 | 12,514,367 | 10,479,534 |
Insurance expense | 9,718,723 | 7,643,224 | 5,963,845 |
Depreciation and amortization | 13,131,374 | 7,662,464 | 5,898,361 |
Other | 30,413,069 | 21,030,253 | 18,950,928 |
Total operating costs and expenses | 205,841,924 | 152,250,353 | 116,422,902 |
Gross profit | 13,452,382 | 179,280,958 | 157,606,159 |
Corporate and other costs: | |||
Acquisition costs | 3,885,666 | 3,553,716 | |
Impairment of goodwill | 398,135,038 | ||
General and administrative expenses | 18,030,832 | 5,462,344 | 4,432,272 |
Total corporate and other costs | 420,051,536 | 9,016,060 | 4,432,272 |
Operating Income (Loss) | (406,599,154) | 170,264,898 | 153,173,887 |
Interest expense, net | 12,490,260 | 6,196,026 | 6,432,941 |
Other expense (income) | 559,299 | (5,422,144) | 1,001,711 |
Income (loss) before taxes | (419,648,713) | 169,491,016 | 145,739,235 |
Income tax expense | 13,090,905 | 965,731 | 181,341 |
Net income (loss) | (432,739,618) | 168,525,285 | 145,557,894 |
Less: net income (loss) attributable to noncontrolling interests | (7,959,172) | 35,931,957 | 39,588,009 |
Net income (loss) attributable to Nutex Health Inc. | $ (424,780,446) | $ 132,593,328 | $ 105,969,885 |
Earnings per Share | |||
Basic | $ (0.67) | $ 0.22 | $ 0.18 |
Diluted | $ (0.67) | $ 0.22 | $ 0.18 |
Hospital Division | |||
Revenue: | |||
Total revenue | $ 198,508,245 | $ 331,531,311 | $ 274,029,061 |
Population Health Management Division | |||
Revenue: | |||
Total revenue | $ 20,786,061 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Noncontrolling Interests | Total |
Beginning balance, value at Dec. 31, 2019 | $ 592,792 | $ 7,411,152 | $ 21,075,011 | $ 21,756,620 | $ 50,835,575 |
Beginning balance, shares at Dec. 31, 2019 | 592,791,712 | ||||
Contributions | 2,312,901 | 7,713,720 | 10,026,621 | ||
Distributions | (45,631,685) | (13,419,580) | (59,051,265) | ||
Net income (loss) | 105,969,885 | 39,588,009 | 145,557,894 | ||
Ending balance, value at Dec. 31, 2020 | $ 592,792 | 9,724,053 | 81,413,211 | 55,638,769 | 147,368,825 |
End balance, shares at Dec. 31, 2020 | 592,791,712 | ||||
Contributions | 2,018,838 | 19,734,935 | 21,753,773 | ||
Distributions | (111,690,916) | (32,647,007) | (144,337,923) | ||
Deconsolidation of Kyle Assets, LLC | (1,728,950) | (1,728,950) | |||
Net income (loss) | 132,593,328 | 35,931,957 | 168,525,285 | ||
Ending balance, value at Dec. 31, 2021 | $ 592,792 | 11,742,891 | 102,315,623 | 76,929,704 | 191,581,010 |
End balance, shares at Dec. 31, 2021 | 592,791,712 | ||||
Reverse acquisition with Clinigence | $ 50,961 | 436,449,305 | 194,747 | 436,695,013 | |
Reverse acquisition with Clinigence , shares | 50,961,109 | ||||
Notes payable converted to common stock | $ 3,475 | 5,381,897 | 5,385,372 | ||
Notes payable converted to common stock, shares | 3,474,430 | ||||
Common stock issued for exercise of warrants | $ 2,147 | 4,116,994 | 4,119,141 | ||
Common stock issued for exercise of warrants , shares | 2,147,252 | ||||
Common stock issued for exercise of options | $ 312 | 644,662 | 644,974 | ||
Common stock issued for exercise of options , shares | 312,019 | ||||
Rescission of warrant exercise | $ (819) | (25,572) | (26,391) | ||
Rescission of warrant exercise (in shares) | (819,000) | ||||
Equity financing agreement Lincoln Park Capital Fund, LLC | $ 1,356 | (1,356) | |||
Equity financing agreement Lincoln Park Capital Fund, LLC (shares) | 1,356,318 | ||||
Stock-based compensation | 189,581 | 189,581 | |||
Deconsolidation of Real Estate Entities | (6,466,946) | (32,336,946) | (38,803,892) | ||
Contributions | 4,513,867 | 4,513,867 | |||
Distributions | (34,354,156) | (16,877,501) | (51,231,657) | ||
Net income (loss) | (424,780,446) | (7,959,172) | (432,739,618) | ||
Ending balance, value at Dec. 31, 2022 | $ 650,224 | $ 458,498,402 | $ (363,285,925) | $ 24,464,699 | $ 120,327,400 |
End balance, shares at Dec. 31, 2022 | 650,223,840 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (432,739,618) | $ 168,525,285 | $ 145,557,894 |
Adjustment to reconcile net income (loss) to net cash from operating activities: | |||
Depreciation and amortization | 13,131,374 | 7,662,464 | 5,898,361 |
Amortization of debt issuance costs | 50,354 | ||
Impairment of goodwill | 398,135,038 | ||
Stock-based compensation expense | 189,581 | ||
Rescission of warrant exercise expense | 561,651 | ||
Other income - gain on PPP loan forgiveness | (5,546,597) | ||
Deferred tax expense | 4,996,209 | ||
Debt accretion expense | 1,902,475 | 50,273 | 62,405 |
(Gain) loss on lease termination | (109,494) | 1,118,303 | |
Non-cash lease expense | 64,143 | 97,578 | 58,241 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 56,622,133 | (5,392,614) | (71,234,706) |
Accounts receivable - related party | 1,454,934 | (1,229,940) | |
Inventories | (719,107) | (1,088,489) | (825,773) |
Prepaid expenses and other current assets | (1,419,139) | (233,114) | 533,294 |
Accounts payable | 10,018,100 | 6,365,978 | 3,826,271 |
Accounts payable - related party | (329,155) | (97,985) | 2,404,307 |
Accrued expenses and other current liabilities | (1,311,865) | 4,429,141 | (726,840) |
Net cash from operating activities | 50,607,108 | 173,432,486 | 86,671,757 |
Cash flows from investing activities: | |||
Acquisitions of property and equipment | (14,632,414) | (36,926,591) | (61,188,768) |
Acquired cash in reverse acquisition with Clinigence | 12,716,228 | ||
Cash related to deconsolidation of Real Estates Entities | (2,421,212) | (48,853) | |
Net cash from investing activities | (4,337,398) | (36,975,444) | (61,188,768) |
Cash flows from financing activities: | |||
Proceeds from lines of credit | 2,623,479 | 1,000,000 | |
Proceeds from notes payable | 815,881 | 19,614,372 | 57,172,769 |
Repayments of lines of credit | (72,055) | (864,659) | (2,666,656) |
Repayments of notes payable | (7,237,094) | (20,715,235) | (12,687,903) |
Repayments of finance leases | (1,721,224) | (1,255,486) | (1,552,942) |
Payment of debt issuance costs | (47,875) | (213,588) | |
Recission of warrant exercise | (588,042) | ||
Common stock issued for exercise of warrants | 4,119,141 | ||
Common stock issued for exercise of options | 644,974 | ||
Members' contributions | 4,513,867 | 21,753,773 | 10,026,621 |
Members' distributions | (51,231,657) | (144,337,923) | (59,051,265) |
Net cash from financing activities | (48,132,730) | (125,853,033) | (7,972,964) |
Net change in cash and cash equivalents | (1,863,020) | 10,604,009 | 17,510,025 |
Cash and cash equivalents - beginning of the year | 36,118,284 | 25,514,275 | 8,004,250 |
Cash and cash equivalents - end of the year | $ 34,255,264 | $ 36,118,284 | $ 25,514,275 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Operations | |
Organization and Operations | Note 1 Organization and Operations Nutex Health Inc. (“Nutex Health” or the “Company”), is a physician-led, healthcare services and operations company with 19 hospital facilities in eight states (hospital division), and a primary care-centric, risk-bearing population health management division. Our hospital division implements and operates different innovative health care models, including micro-hospitals, specialty hospitals and hospital outpatient departments (“HOPDs”). The population health management division owns and operates provider networks such as independent physician associations (“IPAs”) and offers a cloud-based proprietary technology platform to IPAs which aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view of patients and providers. We employ 1,150 full- and part-time employees and partner with over 800 physicians. Our corporate headquarters is based in Houston, Texas. We were incorporated on April 13, 2000 in the state of Delaware. Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc In connection with the Merger Agreement, Nutex Health Holdco LLC entered into certain Contribution Agreements with holders of equity interests (“Nutex Owners”) of subsidiaries and affiliates (the “Nutex Subsidiaries”) pursuant to which such Nutex Owners agreed to contribute certain equity interests in the Nutex Subsidiaries to Nutex Health Holdco LLC in exchange for specified equity interests in Nutex Health Holdco LLC (collectively, the “Contribution Transaction”). Nutex owners having ownership interests representing approximately 84% of the agreed upon aggregate equity value of the Nutex Subsidiaries, agreed to contribute all or a portion of their equity interests, as applicable. Pursuant to the Merger Agreement, each unit representing an equity interest in Nutex Health Holdco LLC issued and outstanding immediately prior to the effective time of the Merger but after the Contribution Transaction (collectively, the “Nutex Membership Interests”) was converted into the right to receive 3.571428575 shares of common stock of Clinigence, or an aggregate of 592,791,712 shares of common stock of Clinigence. Potential Future Stock Issuances. ● With respect to ramping hospitals, 24 months after the opening date (the “Determination Date”) of the applicable ramping hospital, such owner is eligible to receive such owner’s pro rata share of a number of shares of Company Common Stock equal to (a)(i) the trailing twelve months earnings before interest, taxes, depreciation and amortization on the respective Determination Date, multiplied by (ii) 10, (iii) minus the initial equity value received at the Closing of the Merger , and (iv) minus such owner’s pro rata share of the aggregate debt of the applicable ramping hospital outstanding as of the closing of the Merger. The number of additional shares to be issued will be determined based on the greater of (a) the price of the Company’s common stock at the time of determination or (b) $2.80 . ● With respect to under construction hospitals, contributing owners of under construction hospitals will be eligible to receive, on the Determination Date, such owner’s pro rata share of a number of shares of Company common stock equal to (a)(i) the trailing twelve months earnings before interest, taxes, depreciation and amortization as of the Determination Date multiplied by (ii) 10, minus (iii) the aggregate amount of such owner’s capital contribution to the under construction hospital , minus (iv) such owner’s pro rata share of the aggregate debt of the applicable under construction hospital outstanding as of the Closing of the Merger, divided by (b) the greater of (i) the price of the Company common stock at the time of determination or (ii) $2.80 . After completing the merger, Clinigence was renamed Nutex Health Inc. Lock-up agreements. The lock-up restrictions terminated with respect to one one one Registration rights agreement. one |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of presentation. Business Combinations The assets, including identified intangible assets, and liabilities of Clinigence were recorded at their fair values with the excess purchase price recorded as goodwill. The financial statements reflect the merger as the equivalent of the issuance of common stock for the net assets of Clinigence. The accounting for the merger did not affect the carrying values of the assets and liabilities of Nutex Health Holdco LLC. Equity of the accounting acquirer, Nutex Health Holdco LLC, has been retroactively restated for the equivalent number of shares issued to the accounting acquirer. Similarly, shares outstanding and earnings per share have been also retroactively restated based on the equivalent number of shares issued to the accounting acquirer. These financial statements present the Company’s consolidated financial condition and results of operations including those of majority-owned subsidiaries and variable interest entities (“VIEs”) for which we are the primary beneficiary. The hospital division includes our healthcare billing and collections organization and hospital entities. In addition, we have financial and operating relationships with multiple professional entities (the “Physician LLCs”) and real estate entities (the “Real Estate Entities”). The Physician LLCs employ the doctors who work in our hospitals. These entities are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to the Physician LLCs in the event of cash shortages and received the benefit of their cash surpluses. The Real Estate Entities own the land and hospital buildings which are leased to our hospital entities. The Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. We consolidate the Real Estate Entities as VIEs in instances where our hospital entities are guarantors or co-borrowers under their outstanding mortgage loans. During the second quarter of 2022, we deconsolidated 17 Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans. The Company has no direct or indirect ownership interest in the consolidated Physician LLCs or Real Estate Entities, so 100% of the equity for these entities is shown as noncontrolling interests in the consolidated balance sheets and statements of operations. Many of the Physician LLCs and Real Estate Entities are owned in part and in some cases controlled by related parties including members of our executive management team. The population health management division includes our management services organizations and a healthcare information technology company providing a cloud-based platform for healthcare organizations. In addition, Associated Hispanic Physicians of So. California (“AHISP”), an IPA entity that is not owned by us, but is consolidated as a VIE of our wholly-owned subsidiary AHP Health Management Services Inc. (“AHP”) since AHP is the primary beneficiary of its operations and has 100% control of AHISP’s operations through its management services agreement with AHISP. All significant intercompany balances and transactions have been eliminated in consolidation. Use of estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include (i) estimates of net revenue and accounts receivable, (ii) fair value of acquired assets and liabilities in business combinations and (iii) impairment of long-lived assets and goodwill. Actual results could differ from those estimates. Revenue recognition . Hospital division – Our hospital division recognizes net patient service revenue for contracts with patients and in most cases a third-party payor (commercial insurance, workers compensation insurance or, in limited cases, Medicare/Medicaid). The Company’s performance obligations are to provide emergency health care services primarily on an outpatient basis. Net patient service revenues are recorded at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are net of appropriate discounts giving recognition to differences between the Company’s charges and reimbursement rates from third party payors. Patient service net revenues earned by the Company are recognized at a point in time when the services are provided, net of adjustments and discounts. Because all the Company’s performance obligations relate to contracts with a duration of less than one-year, certain disclosures are limited. The transaction price is determined based on gross charges for services provided, reduced by contractual adjustments provided to third-party payors, discounts and implicit price concessions provided primarily to uninsured patients in accordance with the Company’s policy. For uninsured patients, the Company recognizes revenue based on established rates, subject to certain discounts and implicit price concessions. The Company is reimbursed from third party payors under various methodologies based on the level of care provided. We are considered “out-of-network” with commercial health plans. As there are no contractual rates established with insurance entities, revenues are estimated based on the “usual and customary” charges allowed by insurance payors using historical collection experience, historical trends of refunds and payor payment adjustments (retractions). Revenue from the Medicare program is based on reimbursement rates set by governmental authorities. Patients who have health care insurance may also have discounts applied related to their copayment or deductible. Estimates of contractual adjustments and discounts are determined by major payor classes for outpatient revenues based on historical experience. The Company estimates implicit price concessions based on its historical collection experience with these classes of patients using a portfolio approach. The portfolios consist of major payor classes for outpatient revenue. Based on historical collection trends and other analyses, the Company concluded that revenue for a given portfolio would not be materially different than if accounting for revenue on a contract-by-contract basis. Customer payments are due upon receipt of an explanation of benefits for insured patients or it is due upon receipt of the bill from the Company for uninsured payments. There is no financing component associated with payments due from insurers or patients. Population health management division – The population health management division recognizes revenue for capitation and management fees for services to IPAs and physician groups and for the licensing, training, and consulting related to our cloud-based proprietary technology. Capitation revenue consists primarily of capitated fees for medical services provided by physician-owned entities we consolidate as VIEs. Capitated arrangements are made directly with various managed care providers including HMOs. Capitation revenues are typically prepaid monthly to us based on the number of enrollees selecting us as their healthcare provider. Capitation is a fixed payment amount per patient per unit of time paid in advance for the delivery of health care services, whereby the service providers are generally liable for excess medical costs. We receive management fees that are based on gross capitation revenues of the IPAs or physician groups we manage. Revenue is recognized and received monthly for our services. In addition, we provide consultant services that are charged as a flat fixed rate and recognized as revenue when the service is performed. Consultant services revenues represent a small portion of our total revenue. Software licenses are provided as SaaS-based subscriptions that grants access to proprietary online databases and data management solutions. Training and consulting are project based and billable to customers on a monthly-basis or task-basis. Revenue from training and consulting are generally recognized upon delivery of training or completion of the consulting project. The duration of training and consulting projects are typically a few weeks or months and last no longer than 12 months. SaaS-based subscriptions are generally marketed under multi-year agreements with annual, semi-annual, quarterly, or month-to-month renewals and revenue is recognized ratably over the renewal period with the unearned amounts received recorded as deferred revenue. For multiple-element arrangements accounted for in accordance with specific software accounting guidance, multiple deliverables are segregated into units of accounting which are delivered items that have value to a customer on a standalone basis. Cash payments for SaaS-based subscriptions received in advance of the satisfaction of our performance obligations are reported as deferred revenue and recognized as revenue over the period in which the performance obligations are satisfied. The Company completes its contractual performance obligations through providing its customers access to specified data through subscriptions for a service period, and training on consulting associated with the subscriptions. We primarily invoice our customers on a monthly basis and do not provide any refunds, rights of return, or warranties. Cash and cash equivalents. The Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. The Company has cash amounts, that were at times material, held in covered banking institutions in excess of the insured amounts, but does not deem the risk of loss to be likely. Intangible assets. Intangible assets include hospital operating licenses having indefinite lives; and acquired technology, relationships, contracts and trademark intangibles each having definite lives. Indefinite lived intangible assets are not amortized but instead are assessed for impairment at least annually, or when certain indicators of impairment exist on an interim basis. Definite lived intangible assets are amortized using the straight-line method over the estimated lives of the respective assets. Goodwill. Goodwill represents the excess of the fair value of the consideration conveyed in the acquisition over the fair value of net assets acquired. Goodwill is not amortized but instead is evaluated for impairment at the same time every year and when an event occurs or circumstances change such that it is more likely than not that impairment may exist. Goodwill is tested for impairment at least annually by comparing the estimated fair values of our reporting units to their respective carrying values. We use an income method to estimate the fair value of these assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants, and include the amount and timing of future cash flows (including expected growth rates and profitability). Estimates utilized in the projected cash flows include consideration of macroeconomic conditions, overall category growth rates, competitive activities, Company business plans and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. During the three months ended September 30, 2022, we determined that the estimated fair value of our reporting unit (representing the assets of Clinigence Holdings Inc. acquired in the reverse business combination) was less than its carrying value. Therefore, we conducted a second step of the goodwill impairment test to determine the implied fair value of the reporting unit's goodwill. In this analysis, we allocated the fair value of the reporting unit to identifiable assets and liabilities of the reporting unit. The residual fair value after this allocation was compared to the goodwill balance with the excess goodwill charged to expense. Based on this analysis, we recognized a non-cash impairment charge of $398.1 million, as revised, to reduce the carrying amount of goodwill for the population health management division reporting unit. As discussed in Note 20, we made a retrospective adjustment to reduce the amount of goodwill impairment expense from the $408.5 million previously recognized in our quarterly report on Form 10-Q for the period ended September 30, 2022 to $398.1 million. We believe the estimates and assumptions utilized in our impairment testing are reasonable and are comparable to those that would be used by other marketplace participants. However, actual events and results could differ substantially from those used in our valuations. To the extent such factors result in a failure to achieve the level of projected cash flows used to estimate fair value for purposes of establishing or subsequently impairing the carrying amount of goodwill and intangible assets, we may need to record additional non-cash impairment charges in the future. Long-lived assets. The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances indicate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows. Stock-based compensation. We account for employee stock-based compensation using the fair value method. Compensation cost for equity incentive awards is based on the fair value of the equity instrument generally on the date of grant and is recognized over the requisite service period. Forfeitures are recognized as they occur. The Company uses the Black-Scholes option pricing model to estimate the fair value of its stock options and warrants. The Black-Scholes option pricing model requires the input of highly subjective assumptions including the expected stock price volatility of the Company’s common stock, the risk-free interest rate at the date of grant, the expected vesting term of the grant, expected dividends, and an assumption related to forfeitures of such grants. Changes in these subjective input assumptions can materially affect the fair value estimate of the Company’s stock options and warrants. Leases. Leases are capitalized on the Company’s balance sheet through recognition of a liability for the discounted present value of future fixed lease payments and a corresponding right-of-use (“ROU”) asset. The ROU asset recorded at commencement of the lease represents the right to use the underlying asset over the lease term in exchange for the lease payments. When readily determinable, the Company uses the interest rate implicit in a lease to determine the present value of future lease payments. For leases where the implicit rate is not readily determinable, the Company’s incremental borrowing rate is utilized. The Company calculates its incremental borrowing rate on a quarterly basis using a third-party financial model that estimates the rate of interest the Company would have to pay to borrow an amount equal to the total lease payments on a collateralized basis over a term similar to the lease. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Short-term leases which have an initial term of 12 months or less and do not have an option to purchase the underlying asset that is deemed reasonably certain to be exercised, are not recorded on the balance sheet. Rent expense for these short-term leases is recognized on a straight-line basis over the lease term, or when incurred if a month-to-month lease. Convertible instruments. The Company bifurcates conversion options from their host instruments and account for them as free-standing derivative financial instruments when (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. Noncontrolling interests . Noncontrolling interests (“NCI”) represent the portion of net assets in consolidated entities that are not owned by the Company. NCI is presented as a component of total equity in the consolidated balance sheets and the share of net income or loss attributable to noncontrolling interests is shown as a component of net income in the consolidated statements of operations. Fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. We classify fair value balances based on the classification of the inputs used to calculate the fair value of a transaction. The three levels related to fair value measurements are as follows: Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The estimated fair value of accounts receivable, accounts payable, accrued expenses and notes payable approximate the carrying amount due to the relatively short maturity or time to maturity of these instruments. Accounts receivable and payable with related parties may not be arms-length transactions and therefore, may not reflect fair value. Except for the initial valuation of intangible assets in connection with the reverse business combination with Clinigence discussed in Note 3 and the impairment of goodwill discussed above, there were no assets or liabilities that were re-measured at fair value on a non-recurring basis during the periods presented. Advertising and marketing expense. The Company advertising and marketing expense consists of expense associated with marketing its brand and services via media outlets such as social media, billboards and publications. These costs are expensed as incurred. Income taxes. We account for income taxes under the asset and liability method, in which deferred income tax assets and liabilities are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statements of operations during the period in which the tax rate change becomes law. A valuation allowance against deferred tax assets is established if it is more likely than not that the related tax benefits will not be realized. In determining the appropriate valuation allowance, we consider the projected realization of tax benefits based on expected levels of future taxable income, available tax planning strategies and reversals of existing taxable temporary differences. Each of the VIEs and other entities that are not wholly-owned are pass-through entities treated as partnerships for U.S. federal income tax purposes. No provision for federal income taxes is provided in the consolidated statements of operations for the noncontrolling interests associated with these entities. We file tax returns in the U.S. and various state jurisdictions. With few exceptions, our returns for periods prior to 2017 are no longer subject to examination by tax authorities in these jurisdictions. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. If a tax position meets the “more likely than not” recognition criteria, accounting guidance requires the tax position be measured at the largest amount of benefit greater than 50% likely of being realized upon ultimate settlement. We record income tax related interest and penalties, if any, as a component in the provision for income tax expense. Earnings (loss) per share – Basic earnings (loss) per share amounts are calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share amounts are calculated by dividing net income by the weighted average number of shares of common stock and common stock equivalents outstanding. Common stock equivalents represent shares issuable upon the assumed conversion of outstanding convertible notes and the assumed exercise of common stock options and warrants outstanding. Business combinations. The Company accounts for business combinations under the acquisition method of accounting. Under this method, identifiable assets acquired, the liabilities assumed, and any noncontrolling interest are recognized at their estimated fair values at the acquisition date. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. Transaction costs are expensed as incurred. Segment reporting. A public company is required to report descriptive information about its reportable operating segments. Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Aggregation of similar operating segments into a single reportable operating segment is permitted if the businesses have similar economic characteristics and meet established criteria. The Company operates three reportable segments – the hospital division, the population health management division and the real estate division. The real estate division is comprised of the Real Estate 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 the Company 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. A legal entity is determined to be a VIE if it (i) does not have sufficient equity to finance its activities without additional subordinated financial support; (ii) the entity is established with non-substantive voting rights; or (ii) the equity holders, as a group, lack the characteristics of a controlling financial interest. 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 19 – “Variable Interest Entities” to the consolidated financial statements for information on the Company’s consolidated VIEs. 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. Reclassifications . Financial statements presented for prior periods include reclassifications that were made to conform to the current year presentation. Recent accounting pronouncements. There are no new accounting pronouncements that are expected to have a material impact on the consolidated financial statements. |
Merger of Nutex Health Holdco L
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc | 12 Months Ended |
Dec. 31, 2022 | |
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc | |
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc | Note 3 - Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc. The merger of Nutex Health Holdco LLC and Clinigence was completed pursuant to the Merger Agreement on April 1, 2022. As discussed above, the merger was accounted for as a reverse business combination with Nutex Health Holdco LLC as the accounting acquirer and Clinigence as the accounting acquiree. The fair value of purchase consideration transferred on the closing date includes the value of the shares of the combined company owned by Clinigence shareholders at closing of the merger and the fair value of Clinigence’s outstanding and exercisable common stock options and warrants as determined using a Black-Scholes valuation model. The fair value per share of Clinigence’s common stock was $6.40; its traded closing price on April 1, 2022. Total consideration in the merger (as revised, see Note 20) follows: Fair value of Clinigence common shares at $6.40 per share (50,961,109 shares) $ 326,151,098 Fair value of Clinigence outstanding common stock options and warrants 110,543,915 Total consideration $ 436,695,013 The following is a revised estimate of the allocation of the total purchase consideration to acquired assets and assumed liabilities including the fair value of identified intangible assets as determined by independent valuation (a level 3 measurement): Cash and cash equivalents $ 12,716,228 Accounts receivable, net 2,127,076 Prepaid expenses and other current assets 127,384 Property and equipment, net 14,793 Right of use asset, net 86,989 Intangible assets, net 21,668,000 Goodwill 414,006,378 Accounts payable and accrued expenses (3,966,100) Deferred revenue (92,111) Convertible notes payable, net (3,771,858) Term note payable (674,526) Lease liability (91,238) Deferred tax liability (5,456,002) Assets acquired $ 436,695,013 We made a retrospective change in the valuation of options and warrants assumed by us as part of the total consideration in the merger. This change reduced the fair value of consideration paid and goodwill by $10.3 million. The preliminary fair values shown above are substantially complete. Additional purchase price adjustments may be recorded during the measurement period, but no later than one year from the date of the Merger. The Company reflects measurement period adjustments in the period in which the adjustments are recognized. The intangible assets denoted above each have definite lives. These intangible assets are being amortized over their estimated useful lives of 5 to 16 years. Goodwill arising from the reverse business combination is not tax-deductible. We recognized a non-cash impairment charge of $398.1 million (as revised, see Note 20) in 2022 to reduce the carrying amount of goodwill arising in the reverse business combination. The results of operations of Clinigence have been included in the Company’s consolidated financial statements since the April 1, 2022 merger date. We expensed $3.9 million of acquisition-related costs for the merger in 2022 and $3.6 million in 2021. These costs consisted principally of legal, accounting and other professional fees for the transaction. Supplemental Pro Forma Information – The supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the merger with Clinigence had been completed on the date indicated, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that management believes are reasonable under the circumstances. The supplemental pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the acquisition had occurred on January 1, 2021, to give effect to certain events that management believes to be directly attributable to the acquisition. These pro forma adjustments primarily include an increase to depreciation and amortization expense that would have been recognized due to acquired tangible and intangible assets. The supplemental pro forma financial information for the periods presented is as follows: Year ended December 31, 2022 2021 2020 Revenue $ 225,503,481 $ 350,325,094 $ 275,615,013 Net income (loss) attributable to Nutex Health Inc. (439,130,596) 119,763,791 98,893,032 The pro forma adjustment included in the pro forma loss above included $14.2 million of one-time stock-based compensation expense related to the merger transaction. Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the period presented and is not intended to be a projection of future results. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue | |
Revenue | Note 4 – Revenue We disaggregate revenue from contracts with customers into types of services or products, consistent with our reportable segments, as follows: Year ended December 31, 2022 2021 2020 Hospital Division: Net patient service revenue $ 197,254,222 $ 331,531,311 $ 274,029,061 Management fees 1,254,023 - - Total Hospital Division revenue 198,508,245 331,531,311 274,029,061 Population Health Management Division: Capitation revenue, net 15,493,432 - - Management fees 4,346,763 - - SaaS revenue 945,866 - - Total Population Health Management Division revenue 20,786,061 - - Total revenue $ 219,294,306 $ 331,531,311 $ 274,029,061 Net patient service revenue The following tables present the allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage: Year ended December 31, 2022 2021 2020 Insurance 89% 96% 96% Self pay 9% 3% 3% Workers compensation 1% 1% 1% Medicare/Medicaid 1% 0% 0% Total 100% 100% 100% The No Surprises Act (“NSA”) is a federal law that took effect January 1, 2022, to protect consumers from most instances of “surprise” balance billing. The legislation was included in the Consolidated Appropriations Act, 2021, which was passed by Congress and signed into law by President Trump on December 27, 2020. With respect to the Company, the NSA limits the amount an insured patient will pay for emergency services furnished by an out-of-network provider. The NSA addresses the payment of these out-of-network providers by group health plans or health insurance issuers (collectively, “insurers”). In particular, the NSA requires insurers to reimburse out-of-network providers at a statutorily calculated “out-of-network rate.” In states without an all-payor model agreement or specified state law, the out-of-network rate is either the amount agreed to by the insurer and the out-of-network provider or an amount determined through an independent dispute resolution (“IDR”) process. The “qualifying payment amount” (QPA) is generally the median of the contracted rates recognized by the plan or issuer under such plans or coverage, respectively, on January 31, 2019, for the same or a similar item or service that is provided by a provider in the same or similar specialty and provided in the geographic region in which the items or service is furnished, with annual increases based on the consumer price index. In other words, the qualifying payment amount is typically the median rate the insurer would have paid for the service if provided by an in-network provider or facility. Under the NSA, insurers must issue an initial payment or notice of denial of payment to a provider within thirty days after the provider submits a bill for an out-of-network service. If the provider disagrees with the insurer’s determination, the provider may initiate a thirty-day period of open negotiation with the insurer over the claim. If the parties cannot resolve the dispute through negotiation, the parties may then proceed to IDR arbitration. Since the NSA became effective January 1, 2022, our average payment by insurers of patient claims for emergency services has declined by approximately 30% including as much as a 37% reduction for physician services. In our experience, insurers often initially pay amounts lower than the QPA without regard for other information relevant to the claim. This requires us to make appeals using the IDR process. We submitted almost 28 thousand cases for IDR in 2022, most in the fourth quarter. The IDR process and subsequent appeals, should we pursue them, require extensive administrative time and delays in collections. While we are working within the established processes for IDR, we have had varying successes at achieving collections at or higher than the established Contract balances |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment | |
Property and Equipment | Note 5 - Property and Equipment The principal categories of property and equipment are summarized as follows: Useful December 31, Life (years) 2022 2021 Buildings and improvements 39 $ 8,521,996 $ 82,794,329 Land - 3,721,576 18,201,804 Leasehold improvements 10-39 28,855,239 27,038,503 Construction in progress - 19,389,329 4,299,614 Medical equipment 10 28,744,664 25,686,562 Office furniture and equipment 7 2,860,680 2,870,270 Computer hardware and software 5 1,713,434 1,288,224 Vehicles 5 135,590 161,590 Signage 10 1,163,722 1,160,195 Total cost 95,106,230 163,501,091 Less: accumulated depreciation (13,011,878) (11,588,591) Total property and equipment, net $ 82,094,352 $ 151,912,500 In the second quarter of 2022, we deconsolidated 17 Real Estate Entities. Refer to Note 19. Depreciation and amortization of property and equipment for the years ended December 31, 2022, 2021 and 2020 totaled $4,851,849, $5,271,918, and $3,484,166 respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets | |
Intangible Assets | Note 6 – Intangible Assets The following tables provide detail of the Company’s intangible assets: Gross Accumulated Net Carrying Weighted Average Year ended December 31, 2022 Carrying Amount Amortization Amount Useful Life (in years) Amortizing intangible assets: Member relationships $ 16,899,000 $ 844,950 $ 16,054,050 15 Management contracts 2,021,000 94,734 1,926,266 16 Customer contracts 914,000 45,700 868,300 15 Trademarks 1,425,000 112,525 1,312,475 7-12 PHP technology 409,000 61,350 347,650 5 Indefinite life intangible - license 682,649 - 682,649 - Total $ 22,350,649 $ 1,159,259 $ 21,191,390 Year ended December 31, 2021 Indefinite life intangible - license $ 682,649 $ - $ 682,649 - Amortization of intangible assets for the years ended December 31, 2022, 2021 and 2020 totaled $1,159,259, $0 and $0, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | Note 7 – Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, 2022 2021 Accrued wages and benefits $ 4,235,167 $ 3,088,264 Accrued taxes 1,029,790 - Accrued other 975,856 3,776,162 Total accrued expenses and other current liabilities $ 6,240,813 $ 6,864,426 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt | |
Debt | Note 8 – Debt The Company’s outstanding debt is shown in the following table: Maturity Interest December 31, Dates Rates 2022 2021 Term loans secured by all assets 04/2023 - 11/2030 3.25 - 6.00% $ 11,341,934 $ 15,613,564 Term loans secured by property and equipment 01/2024 - 10/2029 4.19 - 6.90% 9,299,197 11,190,093 Line of credit secured by all assets 10/2022 - 01/2023 4.50 - 6.50% 2,623,479 72,055 Term loans of consolidated Real Estate Entities 08/2023 - 03/2037 3.59 - 4.80% 15,068,920 62,478,951 Total 38,333,530 89,354,663 Less: unamortized debt issuance costs 112,802 301,691 Less: short-term lines of credit 2,623,479 72,055 Less: current portion of long-term debt 12,546,097 10,158,932 Total long-term debt $ 23,051,152 $ 78,821,985 Term loans and lines of credit on the debt arrangements of the Real Estate Entities for the periods shown. During the second quarter of 2022, we deconsolidated 17 Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans. Certain outstanding debt arrangements require minimum debt service coverage ratios and other financial covenants. At December 31, 2022, we were not in compliance with the debt service coverage ratio for one term loan with an outstanding balance of $1.0 million. This balance has been included in current liabilities. At December 31, 2022, we had remaining availability of $2.1 million under outstanding lines of credit. Convertible notes payable. The convertible notes payable were fully converted into 3,474,430 shares of common stock at a conversion price of $1.55 per share before their maturity on July 31, 2022 to the maturity date of the convertible notes payable. Scheduled Maturities. Year ended December 31, Amount 2023 $ 15,169,576 2024 5,568,193 2025 4,082,321 2026 3,651,382 Thereafter 9,862,058 Total $ 38,333,530 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | Note 9 – Leases We have entered into hospital property, office and equipment rental agreements with various lessors including related parties. The following tables disclose information about our leases of property and equipment: Year ended December 31, 2022 2021 2020 Operating lease cost $ 2,969,789 $ 2,390,650 $ 1,223,510 Finance lease cost: Amortization of right-of-use assets $ 7,120,266 $ 2,390,546 $ 2,414,195 Interest on lease liabilities 9,952,783 2,183,979 3,181,514 Total finance lease cost $ 17,073,049 $ 4,574,525 $ 5,595,709 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,778,767 $ 2,302,074 $ 1,165,269 Operating cash flows from finance leases 9,952,783 2,183,979 3,181,514 Financing cash flows from finance leases 1,721,224 1,255,486 1,712,036 Net cash paid for amounts included in the measurement of lease liabilities $ 14,452,774 $ 5,741,539 $ 6,058,819 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ 13,992,943 $ 2,263,815 Finance leases 23,603,317 31,110,148 31,840,051 Total right-of-use assets obtained in exchange for lease obligations $ 23,603,317 $ 45,103,091 $ 34,103,866 Weighted average remaining lease term (years): Operating leases 10 11 8.1 Finance leases 13 18 18 Weighted average discount rate: Operating leases 4% 4% 5% Finance leases 3% 5% 5% Operating leases Finance leases Minimum lease payments for the next five years: Third-parties Related parties Third-parties Related parties 2023 $ 2,386,210 $ 332,561 $ 1,767,982 $ 12,800,275 2024 2,371,152 342,538 1,433,686 13,013,737 2025 2,422,485 352,814 1,195,783 13,232,163 2026 2,334,239 363,399 1,225,678 13,455,675 2027 2,326,358 374,301 1,256,320 13,685,977 Thereafter 10,014,219 3,507,670 20,969,917 260,420,418 Total minimum lease payments 21,854,663 5,273,283 27,849,366 326,608,245 Less interest (4,489,832) (1,496,603) (10,227,166) (136,391,171) Total lease liabilities $ 17,364,831 $ 3,776,680 $ 17,622,200 $ 190,217,074 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Litigation |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Plans | |
Employee Benefit Plans | Note 11 – Employee Benefit Plans The Company’s employees are eligible to participate in the 401(k) Savings Plan. There are no restrictions in eligibility to contribute to the 401(k) Savings Plan. Salary deferrals are allowed in amounts up to 100% of an eligible employee’s salary, not to exceed the maximum allowed by law. Texarkana Emergency Center & Hospital, LLC (“Texarkana”) is the only entity which may contribute a discretionary match up to 5% of its employees’ salaries. For the years ended December 31, 2022, 2021 and 2020, Texarkana did not make significant discretionary contributions to the employee plan. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Stock-based Compensation | |
Stock-based Compensation | Note 12 – Stock-based Compensation In 2022, the Company adopted the Amended and Restated Nutex Health Inc. 2022 Equity Incentive Plan (the "2022 Plan"). The maximum aggregate number of shares that may be issued under the 2022 Plan is 5,000,000 shares, subject to increases on January 1st of each calendar year through January 1, 2027 of up to 5% annually at the discretion of the compensation committee of our Board of Directors. A total of 2,416,221 shares were available for issuance under the 2022 Plan at December 31, 2022. Awards granted under the 2022 Plan have a ten-year term and may be incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units or performance shares. The awards are granted at an exercise price equal to the fair market value on the date of grant and generally vest over a four-year period. Obligations for under-construction and ramping hospitals. Restricted stock 1/12 th . Options Weighted Average Options Weighted Average Remaining Contractual Outstanding Exercise Price Life (Years) Options outstanding at April 1, 2022 merger date 6,500,010 $ 2.30 6.62 Options exercised (312,019) 2.08 Options cancelled (1,040,221) 2.75 Options outstanding at December 31, 2022 5,147,770 $ 2.32 7.60 Options outstanding as of December 31, 2022 consisted of: Expiration Number Number Exercise Date Outstanding Exercisable Price March 15, 2025 157,196 157,196 $ 4.47 January 27, 2027 180,000 180,000 1.50 May 11, 2027 350,000 350,000 1.50 June 6, 2027 3,600 3,600 36.25 August 16, 2027 25,000 25,000 2.51 January 28, 2028 180,000 180,000 1.61 January 27, 2030 296,865 296,865 1.50 February 28, 2030 95,794 95,794 1.25 June 30, 2030 117,056 117,056 1.45 August 4, 2029 40,480 40,480 5.56 January 28, 2031 1,000,000 1,000,000 1.61 February 28, 2031 200,000 200,000 2.00 September 9, 2031 1,934,779 1,934,779 2.75 September 9, 2031 410,000 410,000 2.75 December 17, 2031 157,000 157,000 3.50 Total 5,147,770 5,147,770 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity | |
Equity | Note 13 – Equity We are authorized to issue up to a total of 900,000,000 shares of common stock having a par value of $0.001 per share. Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and to receive ratably in proportion to the shares of common stock held by them any dividends declared from time to time by the board of directors. Our common stock has no preferences or rights of conversion, exchange, pre-exemption or other subscription rights. Common Stock Issued ● At the time of the Merger, Clinigence had 50,961,109 common shares outstanding. These amounts are shown as issued by us in the presentation of consolidated financial statements as the accounting acquiror. ● During 2022, we issued 3,474,430 common shares for the conversion of outstanding convertible notes payable of $5,385,371 . ● In the second quarter of 2022, we issued 2,147,252 common shares for the exercise of warrants for total proceeds of $4,119,141 . ● In the second quarter of 2022, we issued 312,019 common shares for the exercise of options for total proceeds of $644,974 . ● In November 2022, we agreed to the rescission of the May 2022 exercise of 819,000 common stock warrants by a third-party. For accounting purposes, this was treated as a repurchase of the issued common stock for $588 thousand and modification of the warrant agreement for $561 thousand. We recognized $1.2 million of expense for this modification. ● On November 14, 2022, Nutex Health and Lincoln Park Capital Fund, LLC entered into a purchase agreement and registration rights agreement (together, the “Agreement”) pursuant to which Nutex Health will have the right, in its sole discretion, but not the obligation, to sell to Lincoln Park up to $100 million worth of shares of its common stock over the 36-month term of the Agreement, subject to terms and conditions as provided in the Agreement, including the filing and effectiveness of a registration statement. In connection with the execution of such purchase agreement, the Company issued 1,356,318 shares of Common Stock to the Investor as a commitment fee. No other shares of Common Stock have been sold under the purchase agreement with the Investor. Common Stock Warrants. Weighted Average Warrants Weighted Average Remaining Contractual Outstanding Exercise Price Life (years) Warrants outstanding at April 1, 2022 merger date 12,401,240 $ 2.04 4.65 Warrants exercised (2,187,225) 2.27 Warrants cancellation of exercised 819,000 1.55 Warrants outstanding at December 31, 2022 11,033,015 $ 1.96 3.80 Warrants outstanding as of December 31, 2022 consisted of: Expiration Number Number Exercise Date Outstanding Exercisable Price February 5, 2023 1,500 1,500 $ 25.00 April 27, 2023 1,500 1,500 25.00 December 31, 2024 554,873 554,873 6.67 October 31, 2025 16,250 16,250 1.25 October 31, 2025 1,566,451 1,566,451 1.55 February 26, 2026 288,235 288,235 4.00 July 31, 2026 2,532,900 2,532,900 1.55 February 1, 2027 1,456,453 1,456,453 1.55 May 31, 2027 4,614,853 4,614,853 1.75 Total 11,033,015 11,033,015 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | Note 14 – Income Taxes Income tax expense consisted of the following: Year ended December 31, 2022 2021 2020 Current taxes: Federal $ 6,396,753 $ - $ - State 1,682,682 965,731 181,341 Deferred taxes: Federal 4,292,445 - - State 719,025 - - Total income tax expense $ 13,090,905 $ 965,731 $ 181,341 In periods before our merger with Clinigence, Nutex Health Holdco LLC and the Nutex Subsidiaries were pass-through entities treated as partnerships for U.S. federal income tax purposes. No provision for federal income taxes was provided for these periods as federal taxes were obligations of these companies’ members. After the merger, Nutex Health Holdco LLC became a wholly-owned subsidiary of Clinigence and is included in its consolidated corporate tax filings. We recognized a non-cash charge of $21.3 million to income tax expense during 2022 for the change in tax status of Nutex Health Holdco LLC. This charge provides for the accumulated net deferred tax liabilities representing the differences between the book and tax bases of Nutex Health Holdco LLC’s assets and liabilities as of the April 1, 2022 change in tax status. At the time of our merger with Clinigence, Clinigence had a full valuation allowance against its deferred tax assets. We recorded a non-cash benefit of $2.4 million to income tax expense to remove the acquired valuation allowance after we concluded that the associated deferred tax assets would be realizable. Each of the discrete items above, as well as the non-deductible goodwill impairment expense also recognized 2022, are one-time, non-cash items. The items accounting for differences between income taxes computed at the federal statutory rate and the provision recorded for income taxes were as follows: Year ended December 31, 2022 2021 2020 Income taxes computed at the federal statutory rate $ (88,126,230) $ 35,593,113 $ 30,605,239 Effect of: State taxes, net of federal benefits (17,962,513) 965,731 181,341 Income of flow-through entities (2,185,760) (35,593,113) (30,605,239) Change in tax status of Nutex Health Holdco LLC 21,312,374 - - Reversal of acquired Clinigence valuation allowance (2,393,178) - - Non-deductible goodwill impairment expense 100,682,261 - - Other, net 1,763,951 - - Total income tax expense $ 13,090,905 $ 965,731 $ 181,341 Deferred tax assets and liabilities were as follows: December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 1,713,060 $ - Accrued liabilities 626,730 - Financing leases 4,090,455 - Other 2,533,271 - Total deferred tax assets 8,963,516 - Deferred tax liabilities: Cash to accrual adjustments (7,938,712) - Property and equipment (6,018,796) - Intangible assets (5,458,219) - Total deferred tax liabilities (19,415,727) - Net deferred tax liabilities $ (10,452,211) $ - |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings per Share | |
Earnings per Share | Note 15 – Earnings per Share The following is the computation of earnings (loss) per basic and diluted share: Year ended December 31, 2022 2021 2020 Amounts attributable to Nutex Health Inc.: Numerator- Net income (loss) attributable to common stockholders $ (424,780,446) $ 132,593,328 $ 105,969,885 Denominator: Weighted average shares used to compute basic and diluted EPS 634,877,629 592,791,712 592,791,712 Earnings (loss) per share: Basic $ (0.67) $ 0.22 $ 0.18 Diluted $ (0.67) $ 0.22 $ 0.18 The computation of diluted earnings per common share excludes the exercise of 2,335,402 common stock options and 4,212,724 warrants for the year ended December 31, 2022. The dilutive effect of the assumed exercise of outstanding options and warrants was calculated using the treasury stock method. |
Supplemental Cash Flows Informa
Supplemental Cash Flows Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flows Information | |
Supplemental Cash Flows Information | Note 16 - Supplemental Cash Flows Information Year ended December 31 2022 2021 2020 Cash paid for interest $ 4,622,106 $ 4,102,167 $ 3,254,159 Cash paid for income taxes 8,233,000 335,340 181,341 Non-cash investing and financing activities: Financed capital expenditures 18,473,184 - - Acquisition of financing leases 23,603,317 31,110,148 31,840,051 Termination of financing leases - - 47,861,030 Modification of warrant 561,651 - - Reverse acquisition with Clinigence 436,695,013 - - Deconsolidation of Real Estate Entities (38,803,892) - - Notes payable converted to common stock 5,385,372 - - Rescission of warrant exercise (26,391) - - |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Information | |
Segment Information | Note 17 – Segment Information We report the results of our operations as three segments in our consolidated financial statements: (i) the hospital division, (ii) the population health management division and (ii) the real estate division. The determination of our reporting segments was made on the basis of our strategic priorities, which corresponds to the manner in which our Chief Executive Officer, as our chief operating decision maker, reviews and evaluates operating performance to make decisions about resources to be allocated. We evaluate the performance of our reportable segments based on, among other measures, operating income, which is defined as income before interest expense, other income (expense), and taxes. Corporate costs primarily include expenses for support functions and salaries and benefits for corporate employees and are excluded from segment operating results. Reportable segment information, including intercompany transactions, is presented below: Year ended December 31, 2022 2021 2020 Revenue from external customers: Hospital division $ 198,508,245 $ 331,531,311 $ 274,029,061 Population health management division 20,786,061 - - Total revenue $ 219,294,306 $ 331,531,311 $ 274,029,061 Segment operating income (loss): Hospital division $ 13,064,913 $ 179,280,958 $ 157,606,159 Population health management division 387,469 - - Total segment operating income (loss) $ 13,452,382 $ 179,280,958 $ 157,606,159 Capital expenditures: Hospital division $ 5,926,119 $ 13,660,343 $ 10,788,948 Real estate division 8,706,295 23,266,248 50,399,820 Total capital expenditures $ 14,632,414 $ 36,926,591 $ 61,188,768 Revenue from inter-segment activities: Real estate division $ 269,699 $ 10,471,333 $ 18,540,922 Depreciation and amortization: Hospital division $ 11,967,649 $ 7,624,816 $ 5,829,912 Population health management division 1,162,864 - - Real estate division 861 37,648 68,449 Total depreciation and amortization $ 13,131,374 $ 7,662,464 $ 5,898,361 December 31, 2022 2021 Assets: Hospital division $ 314,085,287 $ 222,637,352 Population health management division 77,825,753 - Real estate division 39,840,945 172,012,691 Total Assets $ 431,751,985 $ 394,650,043 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 18 – Related Party Transactions Related party transactions included the following: ● The Physician LLCs employ the doctors who work in our hospitals. We have no direct ownership interest in these entities but they are owned and, in some instances, controlled by related parties including our CEO, Dr. Thomas Vo. The Physician LLCs are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to them in the event of cash shortages and received the benefit of their cash surpluses. Amounts due from Physician LLCs totaled $0 at December 31, 2022 and $1,891,147 at December 31, 2021. These amounts are eliminated in the consolidation of these VIEs except as noted below. ● In connection with the merger with Clinigence, we forgave certain amounts due from Physician LLCs for past advances made by us in support of their operations. We recognized net expense of $1,506,650 in the three months ended March 31, 2022 as general and administrative expense in the consolidated statements of operations. No such expense was recognized subsequently. ● The Physician LLCs had outstanding obligations to their member owners, who are also Company stockholders, totaling $2,058,701 at December 31, 2022 and $2,675,195 at December 31, 2021 are reported within accounts payable – related party in our consolidated balance sheets. ● Most of our hospital division facilities are leased from real estate entities which are owned by related parties. These leases are typically on a triple net basis where our hospital division is responsible for all operating costs, repairs and taxes on the facilities. Our obligations under these leases are presented in Note 9. During the years ended December 31, 2022, 2021 and 2020, we made cash payments for these lease obligations totaling $13,016,727 , $10,736,652 and $5,492,007 , respectively. We received $1,245,000 of cash in the three months ended June 30, 2022 as a lease incentive from an affiliated Real Estate Entity not consolidated by us. This incentive was included in the determination of our financing lease obligations to this entity. ● We consolidate Real Estate Entities as VIEs when they do not have sufficient equity at risk and our hospital entities are guarantors or co-borrowers under their outstanding mortgage loans. The consolidated Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. We have no direct ownership interest in these entities but they are owned and, in some instances, controlled by related parties including our CEO. During the second quarter of 2022, we deconsolidated 17 Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans. At December 31, 2022, three Real Estate Entities continue to be consolidated in our financial statements. ● In connection with the merger with Clinigence, we forgave certain amounts due from Real Estate Entities for past advances made by us. We recognized net expense totaling $553,259 in the three months ended March 31, 2022 as other expense in the consolidated statements of operations. No such expense was recognized subsequently. ● We made advances to unconsolidated entities owned by related parties that we lease facilities from. These advances totaled $0 at December 31, 2022 and $1,288,354 at December 31, 2021 and are reported as accounts receivable – related party in our consolidated balance sheets. These amounts are due on demand and bear no interest. ● Accounts receivable – related party included $538,184 at December 31, 2022 and $600,044 at December 31, 2021 due from noncontrolling interest owners of consolidated ER Entities. ● Micro Hospital Holding LLC, an affiliate controlled by our CEO, made advances to one of our hospital facilities, SE Texas ER. These advances totaled $1,424,948 at December 31, 2022 and December 31, 2021 and are reported as accounts payable – related party in our consolidated balance sheets. The advances have no stated maturity and bear no interest. ● Accounts payable – related party in our consolidated balance sheets included $2,500 at December 31, 2022 and $0 at December 31, 2021 for reimbursement of expenses incurred on our behalf. ● We provide managerial services to emergency centers owned and, in some instances, controlled by related parties including an entity controlled by our CEO. We recognized $1,151,284 , $1,841,399 and $1,227,918 of managerial fees within the hospital division in the years ended December 31, 2022, 2021 and 2020, respectively, for these services. ● Two of our ER Entities are obligated under managerial services agreements with related parties commencing in 2022. Payments under these agreements totaled $1,671,855 for the year ended December 31, 2022. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2022 | |
Variable Interest Entities | |
Variable Interest Entities | Note 19 – Variable Interest Entities The following tables provide the balance sheet amounts for consolidated VIEs: December 31, 2022 Real Estate Physician AHP Entities LLCs IPA Current assets $ 23,089,459 $ 6,915,710 $ 6,641,448 Property and equipment, net 16,726,986 3,668 - Other long-term assets 24,500 - 16,553,040 Total assets $ 39,840,945 $ 6,919,378 $ 23,194,488 Current liabilities 2,326,335 4,831,617 23,163,808 Long-term liabilities 15,019,633 - 30,680 Total liabilities 17,345,968 4,831,617 23,194,488 Equity 22,494,977 2,087,761 - Total liabilities and equity $ 39,840,945 $ 6,919,378 $ 23,194,488 December 31, 2021 Real Estate Physician Entities LLCs Current assets $ 10,959,090 $ 22,035,457 Property and equipment, net 32,182,902 - Long-term assets 128,870,699 4,279 Total assets $ 172,012,691 $ 22,039,736 Current liabilities 6,666,690 5,070,706 Long-term liabilities 68,850,689 930,000 Total liabilities 75,517,379 6,000,706 Equity 96,495,312 16,039,030 Total liabilities and equity $ 172,012,691 $ 22,039,736 The assets of each of the ER Entities may only be used to settle the liabilities of that entity or its consolidated VIEs and may not be required to be used to settle the liabilities of any of the other ER Entities, other VIEs, or corporate entity. Additionally, the assets of corporate entities cannot be used to settle the liabilities of VIEs. The Company has aggregated all of the Physician LLCs and Real for each VIE would not add more useful information. Real Estate Entities are consolidated by the Company as VIEs because they do not have sufficient equity at risk and our hospital entities are guarantors of their outstanding mortgage loans. We have been working with the third-party lenders to remove our guarantees of their outstanding mortgage loans. As these guarantees are released, the associated Real Estate Entity no longer qualifies as a VIE and is deconsolidated. In the second quarter of 2022, we deconsolidated 17 Real Estate Entities. There was no gain or loss on the deconsolidation of these entities. At the date we deconsolidated these Real Estate Entities, they had $2,421,212 of cash, $98,086,690 of fixed assets (principally land and building), $533,874 of other assets, $69,638,778 of liabilities (principally mortgage indebtedness) and $31,402,998 of equity reported as noncontrolling interests. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Data (Unaudited) | |
Quarterly Financial Data (Unaudited) | Note 20 – Quarterly Financial Data (Unaudited) The following table presents statements of operations financial data for third quarter ended September 30, 2022, which was retrospectively changed, and for the fourth quarter ended December 31, 2022: Year ended December 31, 2022 Q3 (1) Q4 Total revenue $ 28,395,058 $ 53,724,073 Total operating costs and expenses 54,863,504 53,193,749 Gross profit (loss) (26,468,446) 530,324 Corporate and other costs: Impairment of goodwill 398,135,038 - General and administrative expenses 4,077,255 6,309,235 Total corporate and other costs 402,212,293 6,309,235 Operating loss (428,680,739) (5,778,911) Interest expense, net 3,402,606 2,862,071 Other expense (income) (630,450) 212,426 Income (loss) before taxes (431,452,895) (8,853,408) Income tax expense (8,543,880) 1,805,176 Net loss (422,909,015) (10,658,584) Less: net income (loss) attributable to noncontrolling interests (10,722,749) 4,093,593 Net loss attributable to Nutex Health Inc. $ (412,186,266) $ (14,752,177) Earnings (loss) per common share Basic $ (0.63) $ (0.02) Diluted $ (0.63) $ (0.02) (1) As discussed in Note 3, we made a retrospective change in the valuation of options and warrants assumed by us as part of the total consideration in the merger with Clinigence. This change reduced the fair value of consideration paid and goodwill arising from the reverse business combination by $10.3 million. In our quarterly report on Form 10-Q for the period ended September 30, 2022, we reported a non-cash impairment charge of $408.5 million to reduce the carrying amount of goodwill for the population health management division reporting unit. This amount was retrospectively lowered by $10.3 million because of the changes made to the |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 21 - Subsequent Events The Company has evaluated subsequent events through the filing of this report and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the transaction described below: In February 2023, we closed one micro-hospital and two hospital outpatient department locations in our hospital division. The estimated closing costs include employee severance totaling approximately $162 thousand and non-cash lease right-of-use asset impairment expense totaling approximately $20.5 million. In February 2023, the Company opened a new micro-hospital in Fort Smith, Arkansas. On January 18, 2023, we issued 702,285 shares in a cashless exercise of warrants in a transaction exempt from registration. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of presentation | Basis of presentation. Business Combinations The assets, including identified intangible assets, and liabilities of Clinigence were recorded at their fair values with the excess purchase price recorded as goodwill. The financial statements reflect the merger as the equivalent of the issuance of common stock for the net assets of Clinigence. The accounting for the merger did not affect the carrying values of the assets and liabilities of Nutex Health Holdco LLC. Equity of the accounting acquirer, Nutex Health Holdco LLC, has been retroactively restated for the equivalent number of shares issued to the accounting acquirer. Similarly, shares outstanding and earnings per share have been also retroactively restated based on the equivalent number of shares issued to the accounting acquirer. These financial statements present the Company’s consolidated financial condition and results of operations including those of majority-owned subsidiaries and variable interest entities (“VIEs”) for which we are the primary beneficiary. The hospital division includes our healthcare billing and collections organization and hospital entities. In addition, we have financial and operating relationships with multiple professional entities (the “Physician LLCs”) and real estate entities (the “Real Estate Entities”). The Physician LLCs employ the doctors who work in our hospitals. These entities are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to the Physician LLCs in the event of cash shortages and received the benefit of their cash surpluses. The Real Estate Entities own the land and hospital buildings which are leased to our hospital entities. The Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. We consolidate the Real Estate Entities as VIEs in instances where our hospital entities are guarantors or co-borrowers under their outstanding mortgage loans. During the second quarter of 2022, we deconsolidated 17 Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans. The Company has no direct or indirect ownership interest in the consolidated Physician LLCs or Real Estate Entities, so 100% of the equity for these entities is shown as noncontrolling interests in the consolidated balance sheets and statements of operations. Many of the Physician LLCs and Real Estate Entities are owned in part and in some cases controlled by related parties including members of our executive management team. The population health management division includes our management services organizations and a healthcare information technology company providing a cloud-based platform for healthcare organizations. In addition, Associated Hispanic Physicians of So. California (“AHISP”), an IPA entity that is not owned by us, but is consolidated as a VIE of our wholly-owned subsidiary AHP Health Management Services Inc. (“AHP”) since AHP is the primary beneficiary of its operations and has 100% control of AHISP’s operations through its management services agreement with AHISP. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include (i) estimates of net revenue and accounts receivable, (ii) fair value of acquired assets and liabilities in business combinations and (iii) impairment of long-lived assets and goodwill. Actual results could differ from those estimates. |
Revenue recognition | Revenue recognition . Hospital division – Our hospital division recognizes net patient service revenue for contracts with patients and in most cases a third-party payor (commercial insurance, workers compensation insurance or, in limited cases, Medicare/Medicaid). The Company’s performance obligations are to provide emergency health care services primarily on an outpatient basis. Net patient service revenues are recorded at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are net of appropriate discounts giving recognition to differences between the Company’s charges and reimbursement rates from third party payors. Patient service net revenues earned by the Company are recognized at a point in time when the services are provided, net of adjustments and discounts. Because all the Company’s performance obligations relate to contracts with a duration of less than one-year, certain disclosures are limited. The transaction price is determined based on gross charges for services provided, reduced by contractual adjustments provided to third-party payors, discounts and implicit price concessions provided primarily to uninsured patients in accordance with the Company’s policy. For uninsured patients, the Company recognizes revenue based on established rates, subject to certain discounts and implicit price concessions. The Company is reimbursed from third party payors under various methodologies based on the level of care provided. We are considered “out-of-network” with commercial health plans. As there are no contractual rates established with insurance entities, revenues are estimated based on the “usual and customary” charges allowed by insurance payors using historical collection experience, historical trends of refunds and payor payment adjustments (retractions). Revenue from the Medicare program is based on reimbursement rates set by governmental authorities. Patients who have health care insurance may also have discounts applied related to their copayment or deductible. Estimates of contractual adjustments and discounts are determined by major payor classes for outpatient revenues based on historical experience. The Company estimates implicit price concessions based on its historical collection experience with these classes of patients using a portfolio approach. The portfolios consist of major payor classes for outpatient revenue. Based on historical collection trends and other analyses, the Company concluded that revenue for a given portfolio would not be materially different than if accounting for revenue on a contract-by-contract basis. Customer payments are due upon receipt of an explanation of benefits for insured patients or it is due upon receipt of the bill from the Company for uninsured payments. There is no financing component associated with payments due from insurers or patients. Population health management division – The population health management division recognizes revenue for capitation and management fees for services to IPAs and physician groups and for the licensing, training, and consulting related to our cloud-based proprietary technology. Capitation revenue consists primarily of capitated fees for medical services provided by physician-owned entities we consolidate as VIEs. Capitated arrangements are made directly with various managed care providers including HMOs. Capitation revenues are typically prepaid monthly to us based on the number of enrollees selecting us as their healthcare provider. Capitation is a fixed payment amount per patient per unit of time paid in advance for the delivery of health care services, whereby the service providers are generally liable for excess medical costs. We receive management fees that are based on gross capitation revenues of the IPAs or physician groups we manage. Revenue is recognized and received monthly for our services. In addition, we provide consultant services that are charged as a flat fixed rate and recognized as revenue when the service is performed. Consultant services revenues represent a small portion of our total revenue. Software licenses are provided as SaaS-based subscriptions that grants access to proprietary online databases and data management solutions. Training and consulting are project based and billable to customers on a monthly-basis or task-basis. Revenue from training and consulting are generally recognized upon delivery of training or completion of the consulting project. The duration of training and consulting projects are typically a few weeks or months and last no longer than 12 months. SaaS-based subscriptions are generally marketed under multi-year agreements with annual, semi-annual, quarterly, or month-to-month renewals and revenue is recognized ratably over the renewal period with the unearned amounts received recorded as deferred revenue. For multiple-element arrangements accounted for in accordance with specific software accounting guidance, multiple deliverables are segregated into units of accounting which are delivered items that have value to a customer on a standalone basis. Cash payments for SaaS-based subscriptions received in advance of the satisfaction of our performance obligations are reported as deferred revenue and recognized as revenue over the period in which the performance obligations are satisfied. The Company completes its contractual performance obligations through providing its customers access to specified data through subscriptions for a service period, and training on consulting associated with the subscriptions. We primarily invoice our customers on a monthly basis and do not provide any refunds, rights of return, or warranties. |
Cash and cash equivalents | Cash and cash equivalents. The Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. The Company has cash amounts, that were at times material, held in covered banking institutions in excess of the insured amounts, but does not deem the risk of loss to be likely. |
Intangible assets | Intangible assets. Intangible assets include hospital operating licenses having indefinite lives; and acquired technology, relationships, contracts and trademark intangibles each having definite lives. Indefinite lived intangible assets are not amortized but instead are assessed for impairment at least annually, or when certain indicators of impairment exist on an interim basis. Definite lived intangible assets are amortized using the straight-line method over the estimated lives of the respective assets. |
Goodwill | Goodwill. Goodwill represents the excess of the fair value of the consideration conveyed in the acquisition over the fair value of net assets acquired. Goodwill is not amortized but instead is evaluated for impairment at the same time every year and when an event occurs or circumstances change such that it is more likely than not that impairment may exist. Goodwill is tested for impairment at least annually by comparing the estimated fair values of our reporting units to their respective carrying values. We use an income method to estimate the fair value of these assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants, and include the amount and timing of future cash flows (including expected growth rates and profitability). Estimates utilized in the projected cash flows include consideration of macroeconomic conditions, overall category growth rates, competitive activities, Company business plans and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. During the three months ended September 30, 2022, we determined that the estimated fair value of our reporting unit (representing the assets of Clinigence Holdings Inc. acquired in the reverse business combination) was less than its carrying value. Therefore, we conducted a second step of the goodwill impairment test to determine the implied fair value of the reporting unit's goodwill. In this analysis, we allocated the fair value of the reporting unit to identifiable assets and liabilities of the reporting unit. The residual fair value after this allocation was compared to the goodwill balance with the excess goodwill charged to expense. Based on this analysis, we recognized a non-cash impairment charge of $398.1 million, as revised, to reduce the carrying amount of goodwill for the population health management division reporting unit. As discussed in Note 20, we made a retrospective adjustment to reduce the amount of goodwill impairment expense from the $408.5 million previously recognized in our quarterly report on Form 10-Q for the period ended September 30, 2022 to $398.1 million. We believe the estimates and assumptions utilized in our impairment testing are reasonable and are comparable to those that would be used by other marketplace participants. However, actual events and results could differ substantially from those used in our valuations. To the extent such factors result in a failure to achieve the level of projected cash flows used to estimate fair value for purposes of establishing or subsequently impairing the carrying amount of goodwill and intangible assets, we may need to record additional non-cash impairment charges in the future. |
Long-lived assets | Long-lived assets. The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances indicate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows. |
Stock-based compensation | Stock-based compensation. We account for employee stock-based compensation using the fair value method. Compensation cost for equity incentive awards is based on the fair value of the equity instrument generally on the date of grant and is recognized over the requisite service period. Forfeitures are recognized as they occur. The Company uses the Black-Scholes option pricing model to estimate the fair value of its stock options and warrants. The Black-Scholes option pricing model requires the input of highly subjective assumptions including the expected stock price volatility of the Company’s common stock, the risk-free interest rate at the date of grant, the expected vesting term of the grant, expected dividends, and an assumption related to forfeitures of such grants. Changes in these subjective input assumptions can materially affect the fair value estimate of the Company’s stock options and warrants. |
Leases | Leases. Leases are capitalized on the Company’s balance sheet through recognition of a liability for the discounted present value of future fixed lease payments and a corresponding right-of-use (“ROU”) asset. The ROU asset recorded at commencement of the lease represents the right to use the underlying asset over the lease term in exchange for the lease payments. When readily determinable, the Company uses the interest rate implicit in a lease to determine the present value of future lease payments. For leases where the implicit rate is not readily determinable, the Company’s incremental borrowing rate is utilized. The Company calculates its incremental borrowing rate on a quarterly basis using a third-party financial model that estimates the rate of interest the Company would have to pay to borrow an amount equal to the total lease payments on a collateralized basis over a term similar to the lease. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Short-term leases which have an initial term of 12 months or less and do not have an option to purchase the underlying asset that is deemed reasonably certain to be exercised, are not recorded on the balance sheet. Rent expense for these short-term leases is recognized on a straight-line basis over the lease term, or when incurred if a month-to-month lease. |
Convertible instruments | Convertible instruments. The Company bifurcates conversion options from their host instruments and account for them as free-standing derivative financial instruments when (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. |
Noncontrolling interests | Noncontrolling interests . Noncontrolling interests (“NCI”) represent the portion of net assets in consolidated entities that are not owned by the Company. NCI is presented as a component of total equity in the consolidated balance sheets and the share of net income or loss attributable to noncontrolling interests is shown as a component of net income in the consolidated statements of operations. |
Fair value measurements | Fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. We classify fair value balances based on the classification of the inputs used to calculate the fair value of a transaction. The three levels related to fair value measurements are as follows: Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The estimated fair value of accounts receivable, accounts payable, accrued expenses and notes payable approximate the carrying amount due to the relatively short maturity or time to maturity of these instruments. Accounts receivable and payable with related parties may not be arms-length transactions and therefore, may not reflect fair value. Except for the initial valuation of intangible assets in connection with the reverse business combination with Clinigence discussed in Note 3 and the impairment of goodwill discussed above, there were no assets or liabilities that were re-measured at fair value on a non-recurring basis during the periods presented. |
Advertising and marketing expense | Advertising and marketing expense. The Company advertising and marketing expense consists of expense associated with marketing its brand and services via media outlets such as social media, billboards and publications. These costs are expensed as incurred. |
Income taxes | Income taxes. We account for income taxes under the asset and liability method, in which deferred income tax assets and liabilities are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statements of operations during the period in which the tax rate change becomes law. A valuation allowance against deferred tax assets is established if it is more likely than not that the related tax benefits will not be realized. In determining the appropriate valuation allowance, we consider the projected realization of tax benefits based on expected levels of future taxable income, available tax planning strategies and reversals of existing taxable temporary differences. Each of the VIEs and other entities that are not wholly-owned are pass-through entities treated as partnerships for U.S. federal income tax purposes. No provision for federal income taxes is provided in the consolidated statements of operations for the noncontrolling interests associated with these entities. We file tax returns in the U.S. and various state jurisdictions. With few exceptions, our returns for periods prior to 2017 are no longer subject to examination by tax authorities in these jurisdictions. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. If a tax position meets the “more likely than not” recognition criteria, accounting guidance requires the tax position be measured at the largest amount of benefit greater than 50% likely of being realized upon ultimate settlement. We record income tax related interest and penalties, if any, as a component in the provision for income tax expense. |
Earnings (loss) per share | Earnings (loss) per share – Basic earnings (loss) per share amounts are calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share amounts are calculated by dividing net income by the weighted average number of shares of common stock and common stock equivalents outstanding. Common stock equivalents represent shares issuable upon the assumed conversion of outstanding convertible notes and the assumed exercise of common stock options and warrants outstanding. |
Business combinations | Business combinations. The Company accounts for business combinations under the acquisition method of accounting. Under this method, identifiable assets acquired, the liabilities assumed, and any noncontrolling interest are recognized at their estimated fair values at the acquisition date. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. Transaction costs are expensed as incurred. |
Segment reporting | Segment reporting. A public company is required to report descriptive information about its reportable operating segments. Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Aggregation of similar operating segments into a single reportable operating segment is permitted if the businesses have similar economic characteristics and meet established criteria. The Company operates three reportable segments – the hospital division, the population health management division and the real estate division. The real estate division is comprised of the Real Estate Entities. |
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 the Company 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. A legal entity is determined to be a VIE if it (i) does not have sufficient equity to finance its activities without additional subordinated financial support; (ii) the entity is established with non-substantive voting rights; or (ii) the equity holders, as a group, lack the characteristics of a controlling financial interest. 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 19 – “Variable Interest Entities” to the consolidated financial statements for information on the Company’s consolidated VIEs. 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. |
Reclassifications | Reclassifications . Financial statements presented for prior periods include reclassifications that were made to conform to the current year presentation. |
Recent accounting pronouncements | Recent accounting pronouncements. There are no new accounting pronouncements that are expected to have a material impact on the consolidated financial statements. |
Merger of Nutex Health Holdco_2
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc | |
Schedule of consideration | Fair value of Clinigence common shares at $6.40 per share (50,961,109 shares) $ 326,151,098 Fair value of Clinigence outstanding common stock options and warrants 110,543,915 Total consideration $ 436,695,013 |
Schedule of acquired assets and assumed liabilities | Cash and cash equivalents $ 12,716,228 Accounts receivable, net 2,127,076 Prepaid expenses and other current assets 127,384 Property and equipment, net 14,793 Right of use asset, net 86,989 Intangible assets, net 21,668,000 Goodwill 414,006,378 Accounts payable and accrued expenses (3,966,100) Deferred revenue (92,111) Convertible notes payable, net (3,771,858) Term note payable (674,526) Lease liability (91,238) Deferred tax liability (5,456,002) Assets acquired $ 436,695,013 |
Schedule of pro forma financial information | Year ended December 31, 2022 2021 2020 Revenue $ 225,503,481 $ 350,325,094 $ 275,615,013 Net income (loss) attributable to Nutex Health Inc. (439,130,596) 119,763,791 98,893,032 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue | |
Schedule of disaggregate revenue | Year ended December 31, 2022 2021 2020 Hospital Division: Net patient service revenue $ 197,254,222 $ 331,531,311 $ 274,029,061 Management fees 1,254,023 - - Total Hospital Division revenue 198,508,245 331,531,311 274,029,061 Population Health Management Division: Capitation revenue, net 15,493,432 - - Management fees 4,346,763 - - SaaS revenue 945,866 - - Total Population Health Management Division revenue 20,786,061 - - Total revenue $ 219,294,306 $ 331,531,311 $ 274,029,061 |
Schedule of allocation of the estimated transaction price | Year ended December 31, 2022 2021 2020 Insurance 89% 96% 96% Self pay 9% 3% 3% Workers compensation 1% 1% 1% Medicare/Medicaid 1% 0% 0% Total 100% 100% 100% |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment | |
Schedule of property and equipment | Useful December 31, Life (years) 2022 2021 Buildings and improvements 39 $ 8,521,996 $ 82,794,329 Land - 3,721,576 18,201,804 Leasehold improvements 10-39 28,855,239 27,038,503 Construction in progress - 19,389,329 4,299,614 Medical equipment 10 28,744,664 25,686,562 Office furniture and equipment 7 2,860,680 2,870,270 Computer hardware and software 5 1,713,434 1,288,224 Vehicles 5 135,590 161,590 Signage 10 1,163,722 1,160,195 Total cost 95,106,230 163,501,091 Less: accumulated depreciation (13,011,878) (11,588,591) Total property and equipment, net $ 82,094,352 $ 151,912,500 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets | |
Schedule of intangible assets | Gross Accumulated Net Carrying Weighted Average Year ended December 31, 2022 Carrying Amount Amortization Amount Useful Life (in years) Amortizing intangible assets: Member relationships $ 16,899,000 $ 844,950 $ 16,054,050 15 Management contracts 2,021,000 94,734 1,926,266 16 Customer contracts 914,000 45,700 868,300 15 Trademarks 1,425,000 112,525 1,312,475 7-12 PHP technology 409,000 61,350 347,650 5 Indefinite life intangible - license 682,649 - 682,649 - Total $ 22,350,649 $ 1,159,259 $ 21,191,390 Year ended December 31, 2021 Indefinite life intangible - license $ 682,649 $ - $ 682,649 - |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | December 31, 2022 2021 Accrued wages and benefits $ 4,235,167 $ 3,088,264 Accrued taxes 1,029,790 - Accrued other 975,856 3,776,162 Total accrued expenses and other current liabilities $ 6,240,813 $ 6,864,426 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt | |
Schedule of debt | Maturity Interest December 31, Dates Rates 2022 2021 Term loans secured by all assets 04/2023 - 11/2030 3.25 - 6.00% $ 11,341,934 $ 15,613,564 Term loans secured by property and equipment 01/2024 - 10/2029 4.19 - 6.90% 9,299,197 11,190,093 Line of credit secured by all assets 10/2022 - 01/2023 4.50 - 6.50% 2,623,479 72,055 Term loans of consolidated Real Estate Entities 08/2023 - 03/2037 3.59 - 4.80% 15,068,920 62,478,951 Total 38,333,530 89,354,663 Less: unamortized debt issuance costs 112,802 301,691 Less: short-term lines of credit 2,623,479 72,055 Less: current portion of long-term debt 12,546,097 10,158,932 Total long-term debt $ 23,051,152 $ 78,821,985 |
Schedule of maturities of long-term debt | Year ended December 31, Amount 2023 $ 15,169,576 2024 5,568,193 2025 4,082,321 2026 3,651,382 Thereafter 9,862,058 Total $ 38,333,530 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of operating and financing leases | Year ended December 31, 2022 2021 2020 Operating lease cost $ 2,969,789 $ 2,390,650 $ 1,223,510 Finance lease cost: Amortization of right-of-use assets $ 7,120,266 $ 2,390,546 $ 2,414,195 Interest on lease liabilities 9,952,783 2,183,979 3,181,514 Total finance lease cost $ 17,073,049 $ 4,574,525 $ 5,595,709 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,778,767 $ 2,302,074 $ 1,165,269 Operating cash flows from finance leases 9,952,783 2,183,979 3,181,514 Financing cash flows from finance leases 1,721,224 1,255,486 1,712,036 Net cash paid for amounts included in the measurement of lease liabilities $ 14,452,774 $ 5,741,539 $ 6,058,819 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ 13,992,943 $ 2,263,815 Finance leases 23,603,317 31,110,148 31,840,051 Total right-of-use assets obtained in exchange for lease obligations $ 23,603,317 $ 45,103,091 $ 34,103,866 Weighted average remaining lease term (years): Operating leases 10 11 8.1 Finance leases 13 18 18 Weighted average discount rate: Operating leases 4% 4% 5% Finance leases 3% 5% 5% |
Schedule of minimum lease payments of operating lease | Year ended December 31, 2022 2021 2020 Operating lease cost $ 2,969,789 $ 2,390,650 $ 1,223,510 Finance lease cost: Amortization of right-of-use assets $ 7,120,266 $ 2,390,546 $ 2,414,195 Interest on lease liabilities 9,952,783 2,183,979 3,181,514 Total finance lease cost $ 17,073,049 $ 4,574,525 $ 5,595,709 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,778,767 $ 2,302,074 $ 1,165,269 Operating cash flows from finance leases 9,952,783 2,183,979 3,181,514 Financing cash flows from finance leases 1,721,224 1,255,486 1,712,036 Net cash paid for amounts included in the measurement of lease liabilities $ 14,452,774 $ 5,741,539 $ 6,058,819 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ 13,992,943 $ 2,263,815 Finance leases 23,603,317 31,110,148 31,840,051 Total right-of-use assets obtained in exchange for lease obligations $ 23,603,317 $ 45,103,091 $ 34,103,866 Weighted average remaining lease term (years): Operating leases 10 11 8.1 Finance leases 13 18 18 Weighted average discount rate: Operating leases 4% 4% 5% Finance leases 3% 5% 5% Operating leases Finance leases Minimum lease payments for the next five years: Third-parties Related parties Third-parties Related parties 2023 $ 2,386,210 $ 332,561 $ 1,767,982 $ 12,800,275 2024 2,371,152 342,538 1,433,686 13,013,737 2025 2,422,485 352,814 1,195,783 13,232,163 2026 2,334,239 363,399 1,225,678 13,455,675 2027 2,326,358 374,301 1,256,320 13,685,977 Thereafter 10,014,219 3,507,670 20,969,917 260,420,418 Total minimum lease payments 21,854,663 5,273,283 27,849,366 326,608,245 Less interest (4,489,832) (1,496,603) (10,227,166) (136,391,171) Total lease liabilities $ 17,364,831 $ 3,776,680 $ 17,622,200 $ 190,217,074 |
Schedule of minimum lease payments of finance lease | |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock-based Compensation | |
Schedule of stock-based awards activity | Weighted Average Options Weighted Average Remaining Contractual Outstanding Exercise Price Life (Years) Options outstanding at April 1, 2022 merger date 6,500,010 $ 2.30 6.62 Options exercised (312,019) 2.08 Options cancelled (1,040,221) 2.75 Options outstanding at December 31, 2022 5,147,770 $ 2.32 7.60 |
Schedule of stock options outstanding | Expiration Number Number Exercise Date Outstanding Exercisable Price March 15, 2025 157,196 157,196 $ 4.47 January 27, 2027 180,000 180,000 1.50 May 11, 2027 350,000 350,000 1.50 June 6, 2027 3,600 3,600 36.25 August 16, 2027 25,000 25,000 2.51 January 28, 2028 180,000 180,000 1.61 January 27, 2030 296,865 296,865 1.50 February 28, 2030 95,794 95,794 1.25 June 30, 2030 117,056 117,056 1.45 August 4, 2029 40,480 40,480 5.56 January 28, 2031 1,000,000 1,000,000 1.61 February 28, 2031 200,000 200,000 2.00 September 9, 2031 1,934,779 1,934,779 2.75 September 9, 2031 410,000 410,000 2.75 December 17, 2031 157,000 157,000 3.50 Total 5,147,770 5,147,770 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity | |
Schedule of common stock warrants | Weighted Average Warrants Weighted Average Remaining Contractual Outstanding Exercise Price Life (years) Warrants outstanding at April 1, 2022 merger date 12,401,240 $ 2.04 4.65 Warrants exercised (2,187,225) 2.27 Warrants cancellation of exercised 819,000 1.55 Warrants outstanding at December 31, 2022 11,033,015 $ 1.96 3.80 |
Schedule of outstanding warrants | Expiration Number Number Exercise Date Outstanding Exercisable Price February 5, 2023 1,500 1,500 $ 25.00 April 27, 2023 1,500 1,500 25.00 December 31, 2024 554,873 554,873 6.67 October 31, 2025 16,250 16,250 1.25 October 31, 2025 1,566,451 1,566,451 1.55 February 26, 2026 288,235 288,235 4.00 July 31, 2026 2,532,900 2,532,900 1.55 February 1, 2027 1,456,453 1,456,453 1.55 May 31, 2027 4,614,853 4,614,853 1.75 Total 11,033,015 11,033,015 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Components of income tax expense | Income tax expense consisted of the following: Year ended December 31, 2022 2021 2020 Current taxes: Federal $ 6,396,753 $ - $ - State 1,682,682 965,731 181,341 Deferred taxes: Federal 4,292,445 - - State 719,025 - - Total income tax expense $ 13,090,905 $ 965,731 $ 181,341 |
Schedule of effective income tax rate reconciliation | The items accounting for differences between income taxes computed at the federal statutory rate and the provision recorded for income taxes were as follows: Year ended December 31, 2022 2021 2020 Income taxes computed at the federal statutory rate $ (88,126,230) $ 35,593,113 $ 30,605,239 Effect of: State taxes, net of federal benefits (17,962,513) 965,731 181,341 Income of flow-through entities (2,185,760) (35,593,113) (30,605,239) Change in tax status of Nutex Health Holdco LLC 21,312,374 - - Reversal of acquired Clinigence valuation allowance (2,393,178) - - Non-deductible goodwill impairment expense 100,682,261 - - Other, net 1,763,951 - - Total income tax expense $ 13,090,905 $ 965,731 $ 181,341 |
Schedule of deferred tax assets and liabilities | December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 1,713,060 $ - Accrued liabilities 626,730 - Financing leases 4,090,455 - Other 2,533,271 - Total deferred tax assets 8,963,516 - Deferred tax liabilities: Cash to accrual adjustments (7,938,712) - Property and equipment (6,018,796) - Intangible assets (5,458,219) - Total deferred tax liabilities (19,415,727) - Net deferred tax liabilities $ (10,452,211) $ - |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings per Share | |
Schedule of earnings per share | Year ended December 31, 2022 2021 2020 Amounts attributable to Nutex Health Inc.: Numerator- Net income (loss) attributable to common stockholders $ (424,780,446) $ 132,593,328 $ 105,969,885 Denominator: Weighted average shares used to compute basic and diluted EPS 634,877,629 592,791,712 592,791,712 Earnings (loss) per share: Basic $ (0.67) $ 0.22 $ 0.18 Diluted $ (0.67) $ 0.22 $ 0.18 |
Supplemental Cash Flows Infor_2
Supplemental Cash Flows Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flows Information | |
Schedule of supplemental cash flows information | Year ended December 31 2022 2021 2020 Cash paid for interest $ 4,622,106 $ 4,102,167 $ 3,254,159 Cash paid for income taxes 8,233,000 335,340 181,341 Non-cash investing and financing activities: Financed capital expenditures 18,473,184 - - Acquisition of financing leases 23,603,317 31,110,148 31,840,051 Termination of financing leases - - 47,861,030 Modification of warrant 561,651 - - Reverse acquisition with Clinigence 436,695,013 - - Deconsolidation of Real Estate Entities (38,803,892) - - Notes payable converted to common stock 5,385,372 - - Rescission of warrant exercise (26,391) - - |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Information | |
Schedule of segment information | Year ended December 31, 2022 2021 2020 Revenue from external customers: Hospital division $ 198,508,245 $ 331,531,311 $ 274,029,061 Population health management division 20,786,061 - - Total revenue $ 219,294,306 $ 331,531,311 $ 274,029,061 Segment operating income (loss): Hospital division $ 13,064,913 $ 179,280,958 $ 157,606,159 Population health management division 387,469 - - Total segment operating income (loss) $ 13,452,382 $ 179,280,958 $ 157,606,159 Capital expenditures: Hospital division $ 5,926,119 $ 13,660,343 $ 10,788,948 Real estate division 8,706,295 23,266,248 50,399,820 Total capital expenditures $ 14,632,414 $ 36,926,591 $ 61,188,768 Revenue from inter-segment activities: Real estate division $ 269,699 $ 10,471,333 $ 18,540,922 Depreciation and amortization: Hospital division $ 11,967,649 $ 7,624,816 $ 5,829,912 Population health management division 1,162,864 - - Real estate division 861 37,648 68,449 Total depreciation and amortization $ 13,131,374 $ 7,662,464 $ 5,898,361 |
Schedule of assets | Year ended December 31, 2022 2021 2020 Revenue from external customers: Hospital division $ 198,508,245 $ 331,531,311 $ 274,029,061 Population health management division 20,786,061 - - Total revenue $ 219,294,306 $ 331,531,311 $ 274,029,061 Segment operating income (loss): Hospital division $ 13,064,913 $ 179,280,958 $ 157,606,159 Population health management division 387,469 - - Total segment operating income (loss) $ 13,452,382 $ 179,280,958 $ 157,606,159 Capital expenditures: Hospital division $ 5,926,119 $ 13,660,343 $ 10,788,948 Real estate division 8,706,295 23,266,248 50,399,820 Total capital expenditures $ 14,632,414 $ 36,926,591 $ 61,188,768 Revenue from inter-segment activities: Real estate division $ 269,699 $ 10,471,333 $ 18,540,922 Depreciation and amortization: Hospital division $ 11,967,649 $ 7,624,816 $ 5,829,912 Population health management division 1,162,864 - - Real estate division 861 37,648 68,449 Total depreciation and amortization $ 13,131,374 $ 7,662,464 $ 5,898,361 December 31, 2022 2021 Assets: Hospital division $ 314,085,287 $ 222,637,352 Population health management division 77,825,753 - Real estate division 39,840,945 172,012,691 Total Assets $ 431,751,985 $ 394,650,043 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Variable Interest Entities | |
Schedule of consolidated balance sheets | December 31, 2022 Real Estate Physician AHP Entities LLCs IPA Current assets $ 23,089,459 $ 6,915,710 $ 6,641,448 Property and equipment, net 16,726,986 3,668 - Other long-term assets 24,500 - 16,553,040 Total assets $ 39,840,945 $ 6,919,378 $ 23,194,488 Current liabilities 2,326,335 4,831,617 23,163,808 Long-term liabilities 15,019,633 - 30,680 Total liabilities 17,345,968 4,831,617 23,194,488 Equity 22,494,977 2,087,761 - Total liabilities and equity $ 39,840,945 $ 6,919,378 $ 23,194,488 December 31, 2021 Real Estate Physician Entities LLCs Current assets $ 10,959,090 $ 22,035,457 Property and equipment, net 32,182,902 - Long-term assets 128,870,699 4,279 Total assets $ 172,012,691 $ 22,039,736 Current liabilities 6,666,690 5,070,706 Long-term liabilities 68,850,689 930,000 Total liabilities 75,517,379 6,000,706 Equity 96,495,312 16,039,030 Total liabilities and equity $ 172,012,691 $ 22,039,736 |
Organization and Operations (De
Organization and Operations (Details) | 1 Months Ended | 12 Months Ended | |
Oct. 01, 2022 | Sep. 30, 2022 | Dec. 31, 2022 employee state item $ / shares shares | |
Number of hospital facilities | item | 19 | ||
Number of states the company operates within | state | 8 | ||
Full time employees | employee | 1,150 | ||
Partner with physicians | item | 800 | ||
Price per share | $ / shares | $ 2.80 | ||
Percentage of shares of lock-up restrictions terminated | 33.33% | ||
Percentage of shares registered for resale | 33.33% | ||
On April 1, 2023 | |||
Percentage of shares of lock-up restrictions terminated | 33.33% | ||
On October 1, 2023 | |||
Percentage of shares of lock-up restrictions terminated | 33.33% | ||
Clinigence Holdings, Inc. | |||
Conversion ratio | 3.571428575 | ||
Common Stock | |||
Shares issued | shares | 1,356,318 | ||
Common Stock | Merger Agreement | |||
Shares issued | shares | 592,791,712 | ||
Nutex Health Inc | Merger Agreement | Nutex Subsidiaries | Nutex Health Holdco L L C | |||
Ownership percentage | 84% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) segment | Jun. 30, 2022 item | |
Number of deconsolidated Real Estate Entities | item | 17 | ||
Non-cash impairment charge | $ 398,100,000 | ||
Impairment of goodwill | $ 398,135,038 | ||
Number of reportable segments | segment | 3 | ||
Previously Reported | |||
Impairment of goodwill | $ 408,500,000 | ||
Revision of Prior Period | |||
Non-cash impairment charge | $ 398,135,038 | ||
Physician LLC and Real Estate Entities [Member] | |||
Ownership percentage | 100% | ||
Associated Hispanic Physicians of So. California | AHP Health Management Services Inc. | |||
Percentage of Control | 100% |
Merger of Nutex Health Holdco_3
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc. - Total consideration in the merger (Details) - USD ($) | 12 Months Ended | |
Apr. 01, 2022 | Dec. 31, 2022 | |
Business combinations | ||
Fair value of Clinigence common shares at $6.40 per share | $ 326,151,098 | |
Fair value of Clinigence outstanding common stock options and warrants | 110,543,915 | |
Total consideration | $ 436,695,013 | |
Clinigence Holdings, Inc. | ||
Business combinations | ||
Fair value per share | $ 6.40 | |
Number of shares | 50,961,109 |
Merger of Nutex Health Holdco_4
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc. - Total purchase consideration to acquired assets and assumed liabilities (Details) | Dec. 31, 2022 USD ($) |
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc | |
Cash and cash equivalents | $ 12,716,228 |
Accounts receivable, net | 2,127,076 |
Prepaid expenses and other current assets | 127,384 |
Property and equipment, net | 14,793 |
Right of use asset, net | 86,989 |
Intangible assets, net | 21,668,000 |
Goodwill | 414,006,378 |
Accounts payable and accrued expenses | (3,966,100) |
Deferred revenue | (92,111) |
Convertible notes payable, net | (3,771,858) |
Term note payable | (674,526) |
Lease liability | (91,238) |
Deferred tax liability | (5,456,002) |
Assets acquired | $ 436,695,013 |
Merger of Nutex Health Holdco_5
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc. - Supplemental pro forma financial information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc | |||
Revenue | $ 225,503,481 | $ 350,325,094 | $ 275,615,013 |
Net income (loss) attributable to Nutex Health Inc. | $ (439,130,596) | $ 119,763,791 | $ 98,893,032 |
Merger of Nutex Health Holdco_6
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business combinations | |||
Non-cash impairment charge | $ 398.1 | ||
Fair value adjustment of common stock options and warrants assumed | $ 10.3 | 10.3 | |
Acquisition-related costs | 3.9 | $ 3.6 | |
Pro forma loss | $ 14.2 | ||
Minimum | |||
Business combinations | |||
Useful life | 5 years | ||
Maximum | |||
Business combinations | |||
Useful life | 16 years |
Revenue - Disaggregate revenue
Revenue - Disaggregate revenue (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue | ||||
Revenues | $ 53,724,073 | $ 219,294,306 | $ 331,531,311 | $ 274,029,061 |
Hospital Division | ||||
Disaggregation of Revenue | ||||
Revenues | 198,508,245 | 331,531,311 | 274,029,061 | |
Population Health Management Division | ||||
Disaggregation of Revenue | ||||
Revenues | 20,786,061 | |||
Net Patient Service Revenue | Hospital Division | ||||
Disaggregation of Revenue | ||||
Revenues | 197,254,222 | $ 331,531,311 | $ 274,029,061 | |
Management Fees | Hospital Division | ||||
Disaggregation of Revenue | ||||
Revenues | 1,254,023 | |||
Management Fees | Population Health Management Division | ||||
Disaggregation of Revenue | ||||
Revenues | 4,346,763 | |||
Capitation Revenue Net [Member] | Population Health Management Division | ||||
Disaggregation of Revenue | ||||
Revenues | 15,493,432 | |||
Saas Revenue [Member] | Population Health Management Division | ||||
Disaggregation of Revenue | ||||
Revenues | $ 945,866 |
Revenue - Insurance Coverage (D
Revenue - Insurance Coverage (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue | |||
Life Insurance Assumed Ratio | 100% | 100% | 100% |
Insurance | |||
Disaggregation of Revenue | |||
Life Insurance Assumed Ratio | 89% | 96% | 96% |
Self pay | |||
Disaggregation of Revenue | |||
Life Insurance Assumed Ratio | 9% | 3% | 3% |
Workers compensation | |||
Disaggregation of Revenue | |||
Life Insurance Assumed Ratio | 1% | 1% | 1% |
Medicare/Medicaid | |||
Disaggregation of Revenue | |||
Life Insurance Assumed Ratio | 1% | 0% | 0% |
Revenue (Details)
Revenue (Details) case in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) case | Dec. 31, 2021 USD ($) | |
Period of time insurers must issue an initial payment or notice of denial of payment to a provider | 30 days | |
Period of time of a provider has to negotiate with an insurer if they disagree with the determination of the claim | 30 days | |
Percentage of decline in claims for emergency service | 30% | |
Percentage of decline in claims for physician services | 37% | |
Number of cases submitted for IDR | case | 28 | |
Deferred revenue | $ | $ 99,143 | $ 0 |
Minimum | ||
Percentage of net patient service revenue | 90% |
Property and Equipment - Princi
Property and Equipment - Principal Categories (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment | ||
Property and equipment, gross | $ 95,106,230 | $ 163,501,091 |
Less: accumulated depreciation | (13,011,878) | (11,588,591) |
Property and equipment, net | $ 82,094,352 | 151,912,500 |
Minimum | ||
Property, Plant and Equipment | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Maximum | ||
Property, Plant and Equipment | ||
Property, Plant and Equipment, Useful Life | 39 years | |
Buildings and improvements | ||
Property, Plant and Equipment | ||
Property, Plant and Equipment, Useful Life | 39 years | |
Property and equipment, gross | $ 8,521,996 | 82,794,329 |
Land | ||
Property, Plant and Equipment | ||
Property and equipment, gross | 3,721,576 | 18,201,804 |
Leasehold improvements | ||
Property, Plant and Equipment | ||
Property and equipment, gross | 28,855,239 | 27,038,503 |
Construction in progress | ||
Property, Plant and Equipment | ||
Property and equipment, gross | $ 19,389,329 | 4,299,614 |
Medical equipment | ||
Property, Plant and Equipment | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Property and equipment, gross | $ 28,744,664 | 25,686,562 |
Office furniture and equipment | ||
Property, Plant and Equipment | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Property and equipment, gross | $ 2,860,680 | 2,870,270 |
Computer hardware and software | ||
Property, Plant and Equipment | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Property and equipment, gross | $ 1,713,434 | 1,288,224 |
Vehicles | ||
Property, Plant and Equipment | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Property and equipment, gross | $ 135,590 | 161,590 |
Signage | ||
Property, Plant and Equipment | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Property and equipment, gross | $ 1,163,722 | $ 1,160,195 |
Property and Equipment (Details
Property and Equipment (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 30, 2022 item | |
Property, Plant and Equipment | ||||
Number of deconsolidated Real Estate Entities | item | 17 | |||
Depreciation and amortization | $ 13,131,374 | $ 7,662,464 | $ 5,898,361 | |
Property, Plant and Equipment [Member] | ||||
Property, Plant and Equipment | ||||
Depreciation and amortization | $ 4,851,849 | $ 5,271,918 | $ 3,484,166 |
Intangible Assets - Components
Intangible Assets - Components (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets | ||
Intangible assets other than goodwill, gross | $ 22,350,649 | |
Less: Accumulated amortization | 1,159,259 | |
Intangible assets other than goodwill, net | $ 21,191,390 | $ 682,649 |
Minimum | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Maximum | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 16 years | |
License | ||
Finite-Lived Intangible Assets | ||
Indefinite-levied intangible assets | $ 682,649 | $ 682,649 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets | ||
Finite-levied intangible assets, gross | 16,899,000 | |
Less: Accumulated amortization | 844,950 | |
Finite-lived intangible assets, net | $ 16,054,050 | |
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Management Contracts [Member] | ||
Finite-Lived Intangible Assets | ||
Finite-levied intangible assets, gross | $ 2,021,000 | |
Less: Accumulated amortization | 94,734 | |
Finite-lived intangible assets, net | $ 1,926,266 | |
Finite-Lived Intangible Asset, Useful Life | 16 years | |
Customer Contracts [Member] | ||
Finite-Lived Intangible Assets | ||
Finite-levied intangible assets, gross | $ 914,000 | |
Less: Accumulated amortization | 45,700 | |
Finite-lived intangible assets, net | $ 868,300 | |
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Trademarks [Member] | ||
Finite-Lived Intangible Assets | ||
Finite-levied intangible assets, gross | $ 1,425,000 | |
Less: Accumulated amortization | 112,525 | |
Finite-lived intangible assets, net | $ 1,312,475 | |
Trademarks [Member] | Minimum | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 7 years | |
Trademarks [Member] | Maximum | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 12 years | |
P H P Technology [Member] | ||
Finite-Lived Intangible Assets | ||
Finite-levied intangible assets, gross | $ 409,000 | |
Less: Accumulated amortization | 61,350 | |
Finite-lived intangible assets, net | $ 347,650 | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets | |||
Amortization of intangible assets | $ 1,159,259 | $ 0 | $ 0 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses and Other Current Liabilities | ||
Accrued wages and benefits | $ 4,235,167 | $ 3,088,264 |
Accrued taxes | 1,029,790 | |
Accrued other | 975,856 | 3,776,162 |
Total accrued expenses and other current liabilities | $ 6,240,813 | $ 6,864,426 |
Debt - Outstanding Debt (Detail
Debt - Outstanding Debt (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument | ||
Total | $ 38,333,530 | $ 89,354,663 |
Less: unamortized debt issuance costs | 112,802 | 301,691 |
Less: short-term lines of credit | 2,623,479 | 72,055 |
Less: current portion of long-term debt | 12,546,097 | 10,158,932 |
Total long-term debt | 23,051,152 | 78,821,985 |
Term loans secured by assets | ||
Debt Instrument | ||
Total | $ 11,341,934 | $ 15,613,564 |
Term loans secured by assets | Minimum | ||
Debt Instrument | ||
Interest Rate (as percentage) | 3.25% | 3.25% |
Term loans secured by assets | Maximum | ||
Debt Instrument | ||
Interest Rate (as percentage) | 6% | 6% |
Term loans secured by property and equipment | ||
Debt Instrument | ||
Total | $ 9,299,197 | $ 11,190,093 |
Term loans secured by property and equipment | Minimum | ||
Debt Instrument | ||
Interest Rate (as percentage) | 4.19% | 4.19% |
Term loans secured by property and equipment | Maximum | ||
Debt Instrument | ||
Interest Rate (as percentage) | 6.90% | 6.90% |
Line of Credit | ||
Debt Instrument | ||
Total | $ 2,623,479 | $ 72,055 |
Line of Credit | Minimum | ||
Debt Instrument | ||
Interest Rate (as percentage) | 4.50% | 4.50% |
Line of Credit | Maximum | ||
Debt Instrument | ||
Interest Rate (as percentage) | 6.50% | 6.50% |
Term loans of consolidated Real Estate Entities | ||
Debt Instrument | ||
Total | $ 15,068,920 | $ 62,478,951 |
Term loans of consolidated Real Estate Entities | Minimum | ||
Debt Instrument | ||
Interest Rate (as percentage) | 3.59% | 3.59% |
Term loans of consolidated Real Estate Entities | Maximum | ||
Debt Instrument | ||
Interest Rate (as percentage) | 4.80% | 4.80% |
Debt (Details)
Debt (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) $ / shares shares | Jun. 30, 2022 item | |
Debt Instrument [Line Items] | ||
Number of deconsolidated Real Estate Entities | item | 17 | |
Line of credit | $ 1,000,000 | |
Remaining borrowing capacity | 2,100,000 | |
Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Principle amount | $ 5,415,375 | |
Convertible notes, converted to shares | shares | 3,474,430 | |
Conversion price per share | $ / shares | $ 1.55 | |
Debt discount | $ 1,719,572 | |
Debt discount accretion period | 4 months |
Debt - Maturities of Long Term
Debt - Maturities of Long Term Debt (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt | ||
2023 | $ 15,169,576 | |
2024 | 5,568,193 | |
2025 | 4,082,321 | |
2026 | 3,651,382 | |
Thereafter | 9,862,058 | |
Total | $ 38,333,530 | $ 89,354,663 |
Leases - Leases of property and
Leases - Leases of property and equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | |||
Operating lease cost | $ 2,969,789 | $ 2,390,650 | $ 1,223,510 |
Finance lease cost: | |||
Amortization of right-of-use assets | 7,120,266 | 2,390,546 | 2,414,195 |
Interest on lease liabilities | 9,952,783 | 2,183,979 | 3,181,514 |
Total finance lease cost | 17,073,049 | 4,574,525 | 5,595,709 |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | 2,778,767 | 2,302,074 | 1,165,269 |
Operating cash flows from finance leases | 9,952,783 | 2,183,979 | 3,181,514 |
Financing cash flows from finance leases | 1,721,224 | 1,255,486 | 1,712,036 |
Net cash paid for amounts included in the measurement of lease liabilities | 14,452,774 | 5,741,539 | 6,058,819 |
Right-of-use assets obtained in exchange for lease obligations: | |||
Operating leases | 13,992,943 | 2,263,815 | |
Finance leases | 23,603,317 | 31,110,148 | 31,840,051 |
Total right-of-use assets obtained in exchange for lease obligations | $ 23,603,317 | $ 45,103,091 | $ 34,103,866 |
Weighted average remaining lease term (years): | |||
Operating leases | 10 years | 11 years | 8 years 1 month 6 days |
Finance leases | 13 years | 18 years | 18 years |
Weighted average discount rate: | |||
Operating leases | 4% | 4% | 5% |
Finance leases | 3% | 5% | 5% |
Leases - Future Minimum Payment
Leases - Future Minimum Payments (Details) | Dec. 31, 2022 USD ($) |
Third-parties | |
Operating leases | |
2023 | $ 2,386,210 |
2024 | 2,371,152 |
2025 | 2,422,485 |
2026 | 2,334,239 |
2027 | 2,326,358 |
Thereafter | 10,014,219 |
Total minimum lease payments | 21,854,663 |
Less interest | (4,489,832) |
Total lease liabilities | 17,364,831 |
Finance leases | |
2023 | 1,767,982 |
2024 | 1,433,686 |
2025 | 1,195,783 |
2026 | 1,225,678 |
2027 | 1,256,320 |
Thereafter | 20,969,917 |
Total minimum lease payments | 27,849,366 |
Less interest | (10,227,166) |
Total lease liabilities | 17,622,200 |
Related parties | |
Operating leases | |
2023 | 332,561 |
2024 | 342,538 |
2025 | 352,814 |
2026 | 363,399 |
2027 | 374,301 |
Thereafter | 3,507,670 |
Total minimum lease payments | 5,273,283 |
Less interest | (1,496,603) |
Total lease liabilities | 3,776,680 |
Finance leases | |
2023 | 12,800,275 |
2024 | 13,013,737 |
2025 | 13,232,163 |
2026 | 13,455,675 |
2027 | 13,685,977 |
Thereafter | 260,420,418 |
Total minimum lease payments | 326,608,245 |
Less interest | (136,391,171) |
Total lease liabilities | $ 190,217,074 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Plans | |
Employee's salary deferrals allowed (as a percent) | 100% |
Company match of employee salary deferrals (as a percent) | 5% |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 09, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | |
Share-Based Payment Arrangement | |||
Price per share | $ 2.80 | $ 2.80 | |
Stock-based compensation expense | $ 189,581 | ||
Restricted Stock | |||
Share-Based Payment Arrangement | |||
Restricted common stock awards issued (in shares) | 83,547 | ||
Restricted common stock awards issued | $ 325,000 | ||
Share-based payment award vesting rights (as a percent) | 0.08% | ||
Forfeited restricted stock awards | 83,547 | ||
Stock-based compensation expense | $ 189,581 | ||
Equity Incentive 2022 Plan | |||
Share-Based Payment Arrangement | |||
Maximum aggregate number of shares that may be issued | 5,000,000 | 5,000,000 | |
Percentage company can increase stock-based compensation shares | 5% | ||
Shares available for issuance | 2,416,221 | 2,416,221 | |
Share-based award term | 10 years | ||
Share-based award vesting period | 4 years | ||
Price per share | $ 2.80 | $ 2.80 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-Based Awards Activity (Details) - $ / shares | 9 Months Ended | |
Apr. 01, 2022 | Dec. 31, 2022 | |
Share Based Compensation Arrangement Roll-Forward | ||
Options, Outstanding, Beginning Balance | 6,500,010 | |
Options exercised | (312,019) | |
Options cancelled | (1,040,221) | |
Options, Outstanding, Ending Balance | 6,500,010 | 5,147,770 |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price, Beginning Balance | $ 2.30 | |
Weighted Average Exercise Price, Options exercised | 2.08 | |
Weighted Average Exercise Price, Options cancelled | 2.75 | |
Weighted Average Exercise Price, Ending Balance | $ 2.30 | $ 2.32 |
Weighted Average Remaining Contractual Life (Years) | 6 years 7 months 13 days | 7 years 7 months 6 days |
Stock-based Compensation - Opti
Stock-based Compensation - Options Outstanding (Details) - $ / shares | Dec. 31, 2022 | Apr. 01, 2022 |
Share-Based Payment Arrangement | ||
Number Outstanding | 5,147,770 | 6,500,010 |
Number Exercisable | 5,147,770 | |
Exercise Price | $ 2.32 | $ 2.30 |
March 15, 2025 | ||
Share-Based Payment Arrangement | ||
Number Outstanding | 157,196 | |
Number Exercisable | 157,196 | |
Exercise Price | $ 4.47 | |
January 27, 2027 | ||
Share-Based Payment Arrangement | ||
Number Outstanding | 180,000 | |
Number Exercisable | 180,000 | |
Exercise Price | $ 1.50 | |
May 11, 2027 | ||
Share-Based Payment Arrangement | ||
Number Outstanding | 350,000 | |
Number Exercisable | 350,000 | |
Exercise Price | $ 1.50 | |
June 6, 2027 | ||
Share-Based Payment Arrangement | ||
Number Outstanding | 3,600 | |
Number Exercisable | 3,600 | |
Exercise Price | $ 36.25 | |
August 16, 2027 | ||
Share-Based Payment Arrangement | ||
Number Outstanding | 25,000 | |
Number Exercisable | 25,000 | |
Exercise Price | $ 2.51 | |
January 28, 2028 | ||
Share-Based Payment Arrangement | ||
Number Outstanding | 180,000 | |
Number Exercisable | 180,000 | |
Exercise Price | $ 1.61 | |
January 27, 2030 | ||
Share-Based Payment Arrangement | ||
Number Outstanding | 296,865 | |
Number Exercisable | 296,865 | |
Exercise Price | $ 1.50 | |
February 28, 2030 | ||
Share-Based Payment Arrangement | ||
Number Outstanding | 95,794 | |
Number Exercisable | 95,794 | |
Exercise Price | $ 1.25 | |
June 30, 2030 | ||
Share-Based Payment Arrangement | ||
Number Outstanding | 117,056 | |
Number Exercisable | 117,056 | |
Exercise Price | $ 1.45 | |
August 4, 2029 | ||
Share-Based Payment Arrangement | ||
Number Outstanding | 40,480 | |
Number Exercisable | 40,480 | |
Exercise Price | $ 5.56 | |
January 28, 2031 | ||
Share-Based Payment Arrangement | ||
Number Outstanding | 1,000,000 | |
Number Exercisable | 1,000,000 | |
Exercise Price | $ 1.61 | |
February 28, 2031 | ||
Share-Based Payment Arrangement | ||
Number Outstanding | 200,000 | |
Number Exercisable | 200,000 | |
Exercise Price | $ 2 | |
September 9, 2031 | ||
Share-Based Payment Arrangement | ||
Number Outstanding | 1,934,779 | |
Number Exercisable | 1,934,779 | |
Exercise Price | $ 2.75 | |
September 9, 2031 | ||
Share-Based Payment Arrangement | ||
Number Outstanding | 410,000 | |
Number Exercisable | 410,000 | |
Exercise Price | $ 2.75 | |
December 17, 2031 | ||
Share-Based Payment Arrangement | ||
Number Outstanding | 157,000 | |
Number Exercisable | 157,000 | |
Exercise Price | $ 3.50 |
Equity (Details)
Equity (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Nov. 14, 2022 USD ($) shares | Apr. 01, 2022 shares | Nov. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2022 USD ($) Vote $ / shares shares | Mar. 31, 2022 shares | Dec. 31, 2021 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) | ||||||||
Common stock authorized | shares | 900,000,000 | 900,000,000 | 900,000,000 | |||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Number of votes entitled to each common stock holders | Vote | 1 | 1 | ||||||
Notes payable converted to common stock | $ | $ 5,385,372 | |||||||
Common stock issued for exercise of warrants | $ | $ 4,119,141 | 4,119,141 | ||||||
Common stock issued for exercise of options , shares | shares | 312,019 | |||||||
Common stock issued for exercise of options | $ | $ 644,974 | $ 644,974 | ||||||
Stock repurchased during the period | $ | $ 588,000 | |||||||
Modification of warrant agreement | $ | 561,000 | |||||||
Modification expenses | $ | $ 1,200,000 | |||||||
Warrants outstanding (in shares) | shares | 11,033,015 | 11,033,015 | ||||||
Lincoln Park Capital Fund, LLC | Purchase And Registration Rights Agreement | ||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||
Shares issued | shares | 1,356,318 | |||||||
Maximum amount of shares to be issued | $ | $ 100,000,000 | |||||||
Agreement term (in years) | 36 months | |||||||
Common Stock Warrants | ||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||
Warrants outstanding (in shares) | shares | 12,401,240 | 11,033,015 | 11,033,015 | 12,401,240 | ||||
Common Stock | ||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||
Common shares outstanding at the time of merger | shares | 50,961,109 | 50,961,109 | ||||||
Notes payable converted to common stock (in shares) | shares | 3,474,430 | |||||||
Notes payable converted to common stock | $ | $ 5,385,371 | |||||||
Shares issued | shares | 1,356,318 | |||||||
Equity financing agreement Lincoln Park Capital Fund, LLC | $ | $ 1,356 | |||||||
Common stock issued for exercise of warrants , shares | shares | 2,147,252 | 2,147,252 | ||||||
Common stock issued for exercise of warrants | $ | $ 2,147 | |||||||
Common stock issued for exercise of options , shares | shares | 312,019 | 312,019 | ||||||
Common stock issued for exercise of options | $ | $ 312 | |||||||
Rescission of warrant exercise (in shares) | shares | 819,000 | 819,000 |
Equity - Common Stock Warrants
Equity - Common Stock Warrants (Details) - $ / shares | 9 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | |
Warrants Outstanding | ||
Warrants outstanding at ending balance | 11,033,015 | |
Common Stock Warrants | ||
Warrants Outstanding | ||
Warrants outstanding at beginning balance | 12,401,240 | |
Warrants exercised | (2,187,225) | |
Warrants cancellation of exercised | 819,000 | |
Warrants outstanding at ending balance | 11,033,015 | |
Warrants Weighted Average Exercise Price | ||
Warrants outstanding at beginning balance (in dollars per share) | $ 2.04 | |
Warrants exercised (in dollars per share) | 2.27 | |
Warrants cancellation of exercised (in dollars per share) | 1.55 | |
Warrants Outstanding Weighted Average Exercise Price | $ 1.96 | $ 2.04 |
Warrants Weighted Average Remaining Contractual Life (years) | 3 years 9 months 18 days | 4 years 7 months 24 days |
Equity - Schedule of Outstandin
Equity - Schedule of Outstanding Warrants (Details) | Dec. 31, 2022 $ / shares shares |
Share-Based Payment Arrangement | |
Number Outstanding | 11,033,015 |
Number Exercisable | 11,033,015 |
February 5, 2023 | |
Share-Based Payment Arrangement | |
Number Outstanding | 1,500 |
Number Exercisable | 1,500 |
Exercise Price | $ / shares | $ 25 |
April 27, 2023 | |
Share-Based Payment Arrangement | |
Number Outstanding | 1,500 |
Number Exercisable | 1,500 |
Exercise Price | $ / shares | $ 25 |
December 31, 2024 | |
Share-Based Payment Arrangement | |
Number Outstanding | 554,873 |
Number Exercisable | 554,873 |
Exercise Price | $ / shares | $ 6.67 |
October 31, 2025 | |
Share-Based Payment Arrangement | |
Number Outstanding | 16,250 |
Number Exercisable | 16,250 |
Exercise Price | $ / shares | $ 1.25 |
October 31, 2025 | |
Share-Based Payment Arrangement | |
Number Outstanding | 1,566,451 |
Number Exercisable | 1,566,451 |
Exercise Price | $ / shares | $ 1.55 |
February 26, 2026 | |
Share-Based Payment Arrangement | |
Number Outstanding | 288,235 |
Number Exercisable | 288,235 |
Exercise Price | $ / shares | $ 4 |
July 31, 2026 | |
Share-Based Payment Arrangement | |
Number Outstanding | 2,532,900 |
Number Exercisable | 2,532,900 |
Exercise Price | $ / shares | $ 1.55 |
July 31, 2026 | |
Share-Based Payment Arrangement | |
Number Outstanding | 1,456,453 |
Number Exercisable | 1,456,453 |
Exercise Price | $ / shares | $ 1.55 |
May 31, 2027 | |
Share-Based Payment Arrangement | |
Number Outstanding | 4,614,853 |
Number Exercisable | 4,614,853 |
Exercise Price | $ / shares | $ 1.75 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current taxes: | ||||
Federal | $ 6,396,753 | |||
State | 1,682,682 | $ 965,731 | $ 181,341 | |
Deferred taxes: | ||||
Federal | 4,292,445 | |||
State | 719,025 | |||
Total income tax expense | $ 1,805,176 | $ 13,090,905 | $ 965,731 | $ 181,341 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Apr. 01, 2022 | |
Income Taxes | ||
Non-cash tax charge | $ 21.3 | |
Deferred tax asset, net of valuation allowance | $ 2.4 |
Income Taxes - Differences betw
Income Taxes - Differences between income taxes computed versus recorded (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | ||||
Income taxes computed at the federal statutory rate | $ (88,126,230) | $ 35,593,113 | $ 30,605,239 | |
State taxes, net of federal benefits | (17,962,513) | 965,731 | 181,341 | |
Income of flow-through entities | (2,185,760) | (35,593,113) | (30,605,239) | |
Change in tax status of Nutex Health Holdco LLC | 21,312,374 | |||
Reversal of acquired Clinigence valuation allowance | (2,393,178) | |||
Non-deductible goodwill impairment expense | 100,682,261 | |||
Other, net | 1,763,951 | |||
Total income tax expense | $ 1,805,176 | $ 13,090,905 | $ 965,731 | $ 181,341 |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets and liabilities (Details) | Dec. 31, 2022 USD ($) |
Deferred tax assets: | |
Net operating loss carryforwards | $ 1,713,060 |
Accrued liabilities | 626,730 |
Financing leases | 4,090,455 |
Other | 2,533,271 |
Total deferred tax assets | 8,963,516 |
Deferred tax liabilities: | |
Cash to accrual adjustments | (7,938,712) |
Property and equipment | (6,018,796) |
Intangible assets | (5,458,219) |
Total deferred tax liabilities | (19,415,727) |
Net deferred tax liabilities | $ (10,452,211) |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator- | ||||
Net income (loss) attributable to common stockholders | $ (14,752,177) | $ (424,780,446) | $ 132,593,328 | $ 105,969,885 |
Denominator: | ||||
Weighted average shares used to compute basic EPS | 634,877,629 | 592,791,712 | 592,791,712 | |
Earnings (loss) per share: | ||||
Basic | $ (0.02) | $ (0.67) | $ 0.22 | $ 0.18 |
Diluted | $ (0.02) | $ (0.67) | $ 0.22 | $ 0.18 |
Dilutive effect of common stock options | 2,335,402 | |||
Dilutive effect of common stock warrants | 4,212,724 |
Supplemental Cash Flows Infor_3
Supplemental Cash Flows Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flows Information | |||
Cash paid for interest | $ 4,622,106 | $ 4,102,167 | $ 3,254,159 |
Cash paid for income taxes | 8,233,000 | 335,340 | 181,341 |
Non-cash investing and financing activities: | |||
Financed capital expenditures | 18,473,184 | ||
Acquisition of financing leases | 23,603,317 | $ 31,110,148 | 31,840,051 |
Termination of financing leases | $ 47,861,030 | ||
Modification of warrant | 561,651 | ||
Reverse acquisition with Clinigence | 436,695,013 | ||
Deconsolidation of Real Estate Entities | (38,803,892) | ||
Notes payable converted to common stock | 5,385,372 | ||
Rescission of warrant exercise | $ 26,391 |
Segment Information - Operation
Segment Information - Operations (Details) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Reporting Information | ||||
Number of reportable segments | segment | 3 | |||
Total revenue | $ 53,724,073 | $ 219,294,306 | $ 331,531,311 | $ 274,029,061 |
Gross Profit | $ 530,324 | 13,452,382 | 179,280,958 | 157,606,159 |
Total capital expenditures | 14,632,414 | 36,926,591 | 61,188,768 | |
Total depreciation and amortization | 13,131,374 | 7,662,464 | 5,898,361 | |
Hospital Division | Operating Segment | ||||
Segment Reporting Information | ||||
Total revenue | 198,508,245 | 331,531,311 | 274,029,061 | |
Gross Profit | 13,064,913 | 179,280,958 | 157,606,159 | |
Total capital expenditures | 5,926,119 | 13,660,343 | 10,788,948 | |
Total depreciation and amortization | 11,967,649 | 7,624,816 | 5,829,912 | |
Population Health Management Division | Operating Segment | ||||
Segment Reporting Information | ||||
Total revenue | 20,786,061 | |||
Gross Profit | 387,469 | |||
Total depreciation and amortization | 1,162,864 | |||
Real Estate Division | Operating Segment | ||||
Segment Reporting Information | ||||
Total capital expenditures | 8,706,295 | 23,266,248 | 50,399,820 | |
Total depreciation and amortization | 861 | 37,648 | 68,449 | |
Real Estate Division | Intersegment Eliminations | ||||
Segment Reporting Information | ||||
Total revenue | $ 269,699 | $ 10,471,333 | $ 18,540,922 |
Segment Information - Assets (D
Segment Information - Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information | ||
Total Assets | $ 431,751,985 | $ 394,650,043 |
Hospital Division | ||
Segment Reporting Information | ||
Total Assets | 314,085,287 | 222,637,352 |
Population Health Management Division | ||
Segment Reporting Information | ||
Total Assets | 77,825,753 | |
Real Estate Division | ||
Segment Reporting Information | ||
Total Assets | $ 39,840,945 | $ 172,012,691 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 USD ($) item | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) item | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Related Party Transaction | |||||
Revenues, Net of Interest Expense | $ 1,506,650 | ||||
Accounts Payable, Related Parties | $ 2,500 | $ 0 | |||
Payments for Leasing Costs | $ 13,016,727 | 10,736,652 | $ 5,492,007 | ||
Other Operating Income | $ 1,245,000 | ||||
Number of deconsolidated Real Estate Entities | item | 17 | ||||
Number of consolidated real estate entity | item | 3 | ||||
Accounts Receivable, Related Parties | $ 0 | 1,288,354 | |||
Accounts payable - related parties | 3,915,661 | 4,070,438 | |||
Revenue from Related Parties | 1,151,284 | 1,841,399 | $ 1,227,918 | ||
Physician LLCs | |||||
Related Party Transaction | |||||
Due from Related Parties | 0 | 1,891,147 | |||
Accounts Payable, Related Parties | 2,058,701 | 2,675,195 | |||
Real Estate | |||||
Related Party Transaction | |||||
Revenues, Net of Interest Expense | $ 553,259 | ||||
E R Entities | |||||
Related Party Transaction | |||||
Accounts Receivable, Related Parties | 538,184 | 600,044 | |||
E R Entities | Managerial Services Agreements | |||||
Related Party Transaction | |||||
Proceeds from related parties | 1,671,855 | ||||
Micro Hospital Holding LLC | |||||
Related Party Transaction | |||||
Accounts payable - related parties | $ 1,424,948 | $ 1,424,948 |
Variable Interest Entities - Ba
Variable Interest Entities - Balance sheet amounts (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entities | ||
Current assets | $ 97,973,924 | $ 154,015,179 |
Property and equipment, net | 82,094,352 | 151,912,500 |
Total assets | 431,751,985 | 394,650,043 |
Current liabilities | 54,862,969 | 37,690,959 |
Total liabilities | 311,424,585 | 203,069,033 |
Equity | 95,862,701 | 114,651,306 |
Total liabilities and equity | 431,751,985 | 394,650,043 |
Real Estate Entities | ||
Variable Interest Entities | ||
Property and equipment, net | 98,086,690 | |
Total liabilities | 69,638,778 | |
Primary Beneficiary | Real Estate Entities | ||
Variable Interest Entities | ||
Current assets | 23,089,459 | 10,959,090 |
Property and equipment, net | 16,726,986 | 32,182,902 |
Other long-term assets | 24,500 | 128,870,699 |
Total assets | 39,840,945 | 172,012,691 |
Current liabilities | 2,326,335 | 6,666,690 |
Long-term liabilities | 15,019,633 | 68,850,689 |
Total liabilities | 17,345,968 | 75,517,379 |
Equity | 22,494,977 | 96,495,312 |
Total liabilities and equity | 39,840,945 | 172,012,691 |
Primary Beneficiary | Physician LLCs | ||
Variable Interest Entities | ||
Current assets | 6,915,710 | 22,035,457 |
Property and equipment, net | 3,668 | |
Other long-term assets | 4,279 | |
Total assets | 6,919,378 | 22,039,736 |
Current liabilities | 4,831,617 | 5,070,706 |
Long-term liabilities | 930,000 | |
Total liabilities | 4,831,617 | 6,000,706 |
Equity | 2,087,761 | 16,039,030 |
Total liabilities and equity | 6,919,378 | $ 22,039,736 |
Primary Beneficiary | AHPIPA | ||
Variable Interest Entities | ||
Current assets | 6,641,448 | |
Other long-term assets | 16,553,040 | |
Total assets | 23,194,488 | |
Current liabilities | 23,163,808 | |
Long-term liabilities | 30,680 | |
Total liabilities | 23,194,488 | |
Total liabilities and equity | $ 23,194,488 |
Variable Interest Entities (Det
Variable Interest Entities (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Jun. 30, 2022 item | Dec. 31, 2021 USD ($) | |
Number of deconsolidated Real Estate Entities | item | 17 | ||
Gain or loss on the deconsolidation | $ 0 | ||
Fixed assets | 82,094,352 | $ 151,912,500 | |
Other assets | 423,426 | 456,085 | |
Liabilities | 311,424,585 | 203,069,033 | |
Equity attributable to noncontrolling interests | 24,464,699 | $ 76,929,704 | |
Real Estate Entities | |||
Cash | 2,421,212 | ||
Fixed assets | 98,086,690 | ||
Other assets | 533,874 | ||
Liabilities | 69,638,778 | ||
Equity attributable to noncontrolling interests | $ 31,402,998 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenue | $ 53,724,073 | $ 219,294,306 | $ 331,531,311 | $ 274,029,061 | |
Total operating costs and expenses | 53,193,749 | ||||
Gross profit | 530,324 | 13,452,382 | 179,280,958 | 157,606,159 | |
Corporate and other costs: | |||||
Impairment of goodwill | 398,100,000 | ||||
General and administrative expenses | 6,309,235 | 18,030,832 | 5,462,344 | 4,432,272 | |
Total corporate and other costs | 6,309,235 | 420,051,536 | 9,016,060 | 4,432,272 | |
Operating income (loss) | (5,778,911) | (406,599,154) | 170,264,898 | 153,173,887 | |
Interest expense, net | 2,862,071 | 12,490,260 | 6,196,026 | 6,432,941 | |
Other expense (income) | 212,426 | 559,299 | (5,422,144) | 1,001,711 | |
Income (loss) before taxes | (8,853,408) | (419,648,713) | 169,491,016 | 145,739,235 | |
Income tax expense | 1,805,176 | 13,090,905 | 965,731 | 181,341 | |
Net income (loss) | (10,658,584) | (432,739,618) | 168,525,285 | 145,557,894 | |
Less: net income (loss) attributable to noncontrolling interests | 4,093,593 | (7,959,172) | 35,931,957 | 39,588,009 | |
Net income (loss) attributable to Nutex Health Inc. | $ (14,752,177) | $ (424,780,446) | $ 132,593,328 | $ 105,969,885 | |
Earnings per Share | |||||
Basic | $ (0.02) | $ (0.67) | $ 0.22 | $ 0.18 | |
Diluted | $ (0.02) | $ (0.67) | $ 0.22 | $ 0.18 | |
Impairment of goodwill | $ 398,135,038 | ||||
Fair value adjustment of common stock options and warrants assumed | $ 10,300,000 | $ 10,300,000 | |||
Previously Reported | |||||
Earnings per Share | |||||
Impairment of goodwill | $ 408,500,000 | ||||
Revision of Prior Period | |||||
Total revenue | 28,395,058 | ||||
Total operating costs and expenses | 54,863,504 | ||||
Gross profit | (26,468,446) | ||||
Corporate and other costs: | |||||
Impairment of goodwill | 398,135,038 | ||||
General and administrative expenses | 4,077,255 | ||||
Total corporate and other costs | 402,212,293 | ||||
Operating income (loss) | (428,680,739) | ||||
Interest expense, net | 3,402,606 | ||||
Other expense (income) | (630,450) | ||||
Income (loss) before taxes | (431,452,895) | ||||
Income tax expense | (8,543,880) | ||||
Net income (loss) | (422,909,015) | ||||
Less: net income (loss) attributable to noncontrolling interests | (10,722,749) | ||||
Net income (loss) attributable to Nutex Health Inc. | $ (412,186,266) | ||||
Earnings per Share | |||||
Basic | $ (0.63) | ||||
Diluted | $ (0.63) |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 12 Months Ended | |||
Jan. 18, 2023 shares | Feb. 28, 2023 USD ($) facility | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Subsequent Event [Line Items] | |||||
Non-cash lease expense | $ 64,143 | $ 97,578 | $ 58,241 | ||
Subsequent Events. | |||||
Subsequent Event [Line Items] | |||||
Cashless exercise of warrants (in shares) | shares | 702,285 | ||||
Subsequent Events. | Facility Closing | Hospital Division | |||||
Subsequent Event [Line Items] | |||||
Number of micro-hospital outpatient department locations closed | facility | 1 | ||||
Number of hospital outpatient department locations closed | facility | 2 | ||||
Employee severance | $ 162,000 | ||||
Non-cash lease expense | $ 20,500,000 |