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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): August 7, 2023

 

APOLLO MEDICAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware 001-37392 95-4472349
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)

 

1668 S. Garfield Avenue, 2nd Floor, Alhambra, California 91801

(Address of Principal Executive Offices) (Zip Code)

 

(626) 282-0288

Registrant’s Telephone Number, Including Area Code

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock AMEH Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

   

 

 

Item 2.02Results of Operations and Financial Condition. 

 

On August 7, 2023, Apollo Medical Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2023. A copy of the press release and supplemental data is furnished with this Current Report on Form 8-K as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by this reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 2.02, including Exhibit 99.1 and Exhibit 99.2 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01Financial Statements and Exhibits. 

 

(d) Exhibits.

Exhibit No.   Description
99.1   Press Release of Apollo Medical Holdings, Inc. Regarding its Financial Results for the Three and Six Months Ended June 30, 2023, dated August 7, 2023.
99.2   Supplemental Data of Apollo Medical Holdings, Inc., dated August 7, 2023.
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  APOLLO MEDICAL HOLDINGS, INC.
   
Date: August 7, 2023 By: /s/ Thomas S. Lam
  Name: Thomas S. Lam, M.D., M.P.H.
  Title: Co-Chief Executive Officer and President

 

 

 

 

 

Exhibit 99.1

 

Apollo Medical Holdings, Inc. Reports Second Quarter 2023 Results

Company to Host Conference Call on Monday, August 7, 2023, at 2:30 p.m. PT/5:30 p.m. ET

 

ALHAMBRA, Calif., August 7, 2023 /PRNewswire/ -- Apollo Medical Holdings, Inc. (“ApolloMed,” and together with its subsidiaries and affiliated entities, the “Company”) (NASDAQ: AMEH), a leading physician-centric, technology-powered healthcare company focused on enabling providers in the successful delivery of value-based care, today announced its consolidated financial results for the second quarter ended June 30, 2023.

 

Brandon Sim, Co-Chief Executive Officer of ApolloMed, stated, “Our strong second quarter performance reflects the sustained momentum and scalability of the ApolloMed model, with revenue up 29%, net income attributable to ApolloMed up 10%, and adjusted EBITDA up 44% compared to a year ago. We remain focused on our three key operational goals of growing our membership, empowering our providers, and improving patient outcomes, and we continue to drive meaningful progress in all three areas in California, Nevada, Texas, and beyond.”

 

“We want to thank our providers and teammates for their hard work and dedication that resulted in our continued solid financial performance in the second quarter of 2023 and our confidence in reiterating our previously provided guidance for full-year 2023.”

 

Financial Highlights for Second Quarter Ended June 30, 2023:

 

All comparisons are to the quarter ended June 30, 2022 unless otherwise stated.

 

Total revenue of $348.2 million, up 29% from $269.7 million

 

Care Partners revenue of $325.2 million, up 32% from $247.3 million

 

Net income attributable to ApolloMed of $13.2 million, up 10% from $12.0 million

 

Adjusted EBITDA of $35.8 million, up 44% from $24.9 million

 

Financial Highlights for Six Months Ended June 30, 2023:

 

All comparisons are to the six months ended June 30, 2022 unless otherwise stated.

 

Total revenue of $685.5 million, up 29% from $533.0 million

 

Care Partners revenue of $639.9 million, up 31% from $488.6 million

 

Net income attributable to ApolloMed of $26.3 million, up 2% from $25.7 million

 

Adjusted EBITDA of $65.6 million, up 11% from $59.3 million

 

Recent Operating Highlights Subsequent to the End of the Second Quarter:

 

On July 12, 2023, the Company announced that it had entered into a definitive agreement to acquire assets of Texas Independent Providers, LLC (“TIP”), a value-based provider network with over 120 primary care providers that is expected to be an anchor for our high-quality Care Partners business in Houston. Through this transaction, ApolloMed intends to empower TIP’s provider network to deliver best-in-class clinical outcomes and to improve the healthcare experience for patients. This transaction is expected to close in the third quarter of 2023, and TIP’s providers are expected to be onboarded onto ApolloMed’s Care Enablement platform by the end of 2023.

 

On July 27, 2023, the Company formed a long-term partnership with a primary care group operating in California with over 50 providers. The group is expected to be onboarded onto ApolloMed’s Care Enablement platform by September 1, 2023.

 

 

 

 

On July 31, 2023, the Company announced a partnership with IntraCare, an operator of a value-based primary care provider network with over 425 providers located in Dallas, Fort Worth, El Paso, Austin, and Oklahoma City. Through this partnership, IntraCare’s providers are expected to join ApolloMed’s high-quality Care Partners business in these regions and onboarded onto ApolloMed’s Care Enablement platform by the end of 2023. In addition, ApolloMed will lend IntraCare a $25 million senior secured convertible promissory note maturing in 2028 to further IntraCare’s mission and growth.

 

Segment Results for the Second Quarter Ended June 30, 2023:

 

   Three Months Ended June 30, 2023 
   Care
Enablement
   Care
Partners
   Care
Delivery
   Other   Intersegment
Elimination
   Corporate
Costs
   Consolidated
Total
 
Total revenues  $34,975   $325,246   $26,718   $157   $(38,887)  $   $348,209 
% change vs. prior year quarter   18%   32%   14%               29%
                                    
Cost of services   15,162    292,119    22,523    70    (36,998)       292,876 
General and administrative(1)   12,175    5,298    3,626    926    (2,933)   9,212    28,304 
Total expenses   27,337    297,417    26,149    996    (39,931)   9,212    321,180 
                                    
Income (loss) from operations  $7,638   $27,829   $569   $(839)  $1,044(2)  $(9,212)  $27,029 
% change vs. prior year quarter   4%   250%   (83)%               76%

 

(1) Balance includes general and administrative expenses and depreciation and amortization.

 

(2) Income from operations for the intersegment elimination represents rental income from segments renting from other segments. Rental income is presented within other income which is not presented in the table.

 

Guidance:

 

ApolloMed is reiterating the following guidance for total revenue, net income, EBITDA, Adjusted EBITDA, and EPS - diluted, based on the Company’s existing business, current view of existing market conditions and assumptions for the year ending December 31, 2023.

 

($ in millions)  2023 Guidance Range 
   Low   High 
Total revenue  $1,300.0   $1,500.0 
Net income  $49.5   $71.5 
EBITDA  $89.5   $129.5 
Adjusted EBITDA  $120.0   $160.0 
EPS – diluted  $0.95   $1.20 

 

See “Guidance Reconciliation of Net Income to EBITDA and Adjusted EBITDA” and “Use of Non-GAAP Financial Measures” below for additional information. There can be no assurance that actual amounts will not be materially higher or lower than these expectations. See “Forward-Looking Statements” below for additional information.

 

 

 

 

Conference Call and Webcast Information:

 

ApolloMed will host a conference call at 2:30 p.m. PT/5:30 p.m. ET today (Monday, August 7, 2023), during which management will discuss the results of the second quarter ended June 30, 2023. To participate in the conference call, please use the following dial-in numbers about 5 minutes prior to the scheduled conference call time:

 

U.S. & Canada (Toll-Free): +1 (877) 858-9810
International (Toll): +1 (201) 689-8517

 

The conference call can also be accessed via webcast at: https://event.choruscall.com/mediaframe/webcast.html?webcastid=SC6cioUx.

 

An accompanying slide presentation will be available in PDF format on the “IR Calendar” page of the Company’s website (https://www.apollomed.net/investors/news-events/ir-calendar) after issuance of the earnings release and will be furnished as an exhibit to ApolloMed’s current report on Form 8-K to be filed with the SEC, accessible at www.sec.gov.

 

Those who are unable to attend the live conference call may access the recording at the above webcast link, which will be made available shortly after the conclusion of the call.

 

Note About Consolidated Entities

 

The Company consolidates entities in which it has a controlling financial interest. The Company consolidates subsidiaries in which it holds, directly or indirectly, more than 50% of the voting rights, and VIEs in which the Company is the primary beneficiary. Noncontrolling interests represent third party equity ownership interests in the Company’s consolidated entities (including certain VIEs). The amount of net income attributable to noncontrolling interests is disclosed in the Company’s consolidated statements of income.

 

Note About StockholdersEquity, Certain Treasury Stock and Earnings Per Share

 

As of the date of this press release, 140,954 holdback shares have not been issued to certain former shareholders of the Company’s subsidiary, Network Medical Management, Inc. (“NMM”), who were NMM shareholders at the time of closing of the merger, as they have yet to submit properly completed letters of transmittal to ApolloMed in order to receive their pro rata portion of ApolloMed’s common stock and warrants as contemplated under that certain Agreement and Plan of Merger, dated December 21, 2016, among ApolloMed, NMM, Apollo Acquisition Corp. (“Merger Subsidiary”) and Kenneth Sim, M.D., as amended, pursuant to which Merger Subsidiary merged with and into NMM, with NMM as the surviving corporation. Pending such receipt, such former NMM shareholders have the right to receive, without interest, their pro rata share of dividends or distributions with a record date after the effectiveness of the merger. The Company’s consolidated financial statements have treated such shares of common stock as outstanding, given the receipt of the letter of transmittal is considered perfunctory and ApolloMed is legally obligated to issue these shares in connection with the merger.

 

Shares of ApolloMed’s common stock owned by Allied Physicians of California, a Professional Medical Corporation d.b.a. Allied Pacific of California (“APC”), a VIE of the Company, are legally issued and outstanding but excluded from shares of common stock outstanding in the Company’s consolidated financial statements, as such shares are treated as treasury shares for accounting purposes. Such shares, therefore, are not included in the number of shares of common stock outstanding used to calculate the Company’s earnings per share.

 

About Apollo Medical Holdings, Inc.

 

ApolloMed is a leading physician-centric, technology-powered, risk-bearing healthcare company. Leveraging its proprietary end-to-end technology solutions, ApolloMed operates an integrated healthcare delivery platform that enables providers to successfully participate in value-based care arrangements, thus empowering them to deliver outcomes-based medical care to patients in a cost-effective manner.

 

Headquartered in Alhambra, California, ApolloMed’s subsidiaries and affiliates include management services organizations (MSOs), affiliated independent practice associations (IPAs), and entities participating in the Centers for Medicare & Medicaid Services Innovation Center (CMMI) innovation models. For more information, please visit www.apollomed.net.

 

 

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements about the Company’s guidance for the year ending December 31, 2023, ability to meet operational goals, ability to meet expectations in deployment of care coordination and management capabilities, ability to decrease cost of care while improving quality and outcomes, ability to deliver sustainable revenue and EBITDA growth as well as long-term value, ability to respond to the changing environment, and successful implementation of strategic growth plans, acquisition strategy, and merger integration efforts. Forward-looking statements reflect current views with respect to future events and financial performance and therefore cannot be guaranteed. Such statements are based on the current expectations and certain assumptions of the Company’s management, and some or all of such expectations and assumptions may not materialize or may vary significantly from actual results. Actual results may also vary materially from forward-looking statements due to risks, uncertainties and other factors, known and unknown, including the risk factors described from time to time in the Company’s reports to the SEC, including, without limitation the risk factors discussed in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2022, and any subsequent quarterly reports on Form 10-Q. Any forward-looking statement made by the Company in this release speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

 

Restatement

 

In connection with a review of the Company’s income tax filing structure, the Company identified unintentional errors in its accounting for the income tax effects of certain intercompany dividends and certain net operating losses, which resulted in an understatement of income tax expense in prior periods and also had an impact on purchase accounting (goodwill) as a portion of the net operating losses affected by the errors pertained to acquisitions in prior periods. As a result of the errors, the Company has restated the December 31, 2022 consolidated balance sheet and the consolidated statement of operations for each of the three and six months ended June 30, 2022.

 

FOR MORE INFORMATION, PLEASE CONTACT:

 

Investor Relations
(626) 943-6491
investors@apollomed.net

 

Carolyne Sohn, The Equity Group
(408) 538-4577
csohn@equityny.com

 

 

 

 

APOLLO MEDICAL HOLDINGS, INC. 

CONSOLIDATED BALANCE SHEETS 

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 

(UNAUDITED)

 

   June 30,
2023
   December 31,
2022
 
       (Restated) 
Assets          
           
Current assets          
Cash and cash equivalents  $293,921   $288,027 
Restricted cash   345     
Investments in marketable securities   3,789    5,567 
Receivables, net   66,927    49,631 
Receivables, net – related parties   82,820    65,147 
Other receivables   1,201    1,834 
Prepaid expenses and other current assets   15,088    14,798 
Loans receivable   973    996 
Loan receivable – related party       2,125 
           
Total current assets   465,064    428,125 
           
Non-current assets          
Land, property, and equipment, net   123,859    108,536 
Intangible assets, net   74,421    76,861 
Goodwill   274,029    269,053 
Income taxes receivable, non-current   15,943    15,943 
Investments in other entities – equity method   45,831    40,299 
Investments in privately held entities   2,896    896 
Operating lease right-of-use assets   17,905    20,444 
Other assets   7,229    6,056 
           
Total non-current assets   562,113    538,088 
           
Total assets(1)  $1,027,177   $966,213 
           
Liabilities, mezzanine equity and equity          
           
Current liabilities          
Accounts payable and accrued expenses  $49,904   $49,562 
Fiduciary accounts payable   8,603    8,065 
Medical liabilities   100,047    81,255 
Income taxes payable   19,628    4,279 
Dividend payable   638    664 
Finance lease liabilities   591    594 
Operating lease liabilities   3,027    3,572 

 

 

 

 

   June 30,
2023
   December 31,
2022
 
       (Restated) 
Current portion of long-term debt   2,630    619 
Total current liabilities   185,068    148,610 
           
Non-current liabilities          
Deferred tax liability   12,383    14,217 
Finance lease liabilities, net of current portion   1,078    1,275 
Operating lease liabilities, net of current portion   17,852    19,915 
Long-term debt, net of current portion and deferred financing costs   205,136    203,389 
Other long-term liabilities   21,383    20,260 
           
Total non-current liabilities   257,832    259,056 
           
Total liabilities(1)   442,900    407,666 
           
Mezzanine equity          
Non-controlling interest in Allied Physicians of California, a Professional Medical Corporation   14,523    14,237 
           
Stockholders’ equity          
Series A Preferred stock, par value $0.001; 5,000,000 shares authorized (inclusive of Series B Preferred stock); 1,111,111 issued and zero outstanding        
Series B Preferred stock, par value $0.001; 5,000,000 shares authorized (inclusive of Series A Preferred stock); 555,555 issued and zero outstanding        
Common stock, $0.001 par value per share; 100,000,000 shares authorized, 46,553,517 and 46,575,699 shares issued and outstanding, excluding 10,569,340 and 10,299,259 treasury shares, at June 30, 2023, and December 31, 2022, respectively   47    47 
Additional paid-in capital   357,246    360,097 
Retained earnings   208,720    182,417 
   Total stockholders’ equity   566,013    542,561 
           
Non-controlling interest   3,741    1,749 
           
Total equity   569,754    544,310 
           
Total liabilities, mezzanine equity and equity  $1,027,177   $966,213 

 

(1) The Company’s consolidated balance sheets include the assets and liabilities of its consolidated variable interest entities (“VIEs”). The consolidated balance sheets include total assets that can be used only to settle obligations of the Company’s consolidated VIEs totaling $520.8 million and $515.1 million as of June 30, 2023 and December 31, 2022, respectively, and total liabilities of the Company’s consolidated VIEs for which creditors do not have recourse to the general credit of the primary beneficiary of $145.8 million and $133.5 million as of June 30, 2023 and December 31, 2022, respectively. The VIE balances do not include $325.5 million of investment in affiliates and $5.4 million of amounts due to affiliates as of June 30, 2023 and $304.8 million of investment in affiliates and $30.3 million of amounts due from affiliates as of December 31, 2022 as these are eliminated upon consolidation and not presented within the consolidated balance sheets.

 

 

 

 

APOLLO MEDICAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2023   2022 (restated)   2023   2022 (restated) 
Revenue                    
Capitation, net  $300,549   $227,623   $600,753   $449,682 
Risk pool settlements and incentives   20,121    18,793    33,583    36,868 
Management fee income   12,493    9,984    22,389    20,457 
Fee-for-service, net   13,262    11,740    25,324    22,835 
Other revenue   1,784    1,557    3,404    3,112 
                     
Total revenue   348,209    269,697    685,453    532,954 
                     
Operating expenses                    
Cost of services, excluding depreciation and amortization   292,876    230,070    582,273    450,798 
General and administrative expenses   24,056    19,894    45,236    31,837 
Depreciation and amortization   4,248    4,351    8,541    8,725 
                     
Total expenses   321,180    254,315    636,050    491,360 
                     
Income from operations   27,029    15,382    49,403    41,594 
                     
Other income (expense)                    
Income from equity method investments   2,723    1,512    5,207    2,945 
Interest expense   (3,632)   (1,854)   (6,901)   (2,927)
Interest income   3,327    421    6,335    467 
Unrealized gain (loss) on investments   859    (1,866)   (5,533)   (10,829)
Other income   1,185    3,034    2,389    3,647 
                     
Total other income (expense), net   4,462    1,247    1,497    (6,697)
                     
Income before provision for income taxes   31,491    16,629    50,900    34,897 
                     
Provision for income taxes   14,009    5,352    20,930    12,170 
                     
Net income   17,482    11,277    29,970    22,727 
                     
Net income (loss) attributable to non-controlling interest   4,312    (673)   3,668    (2,987)
                     
Net income attributable to Apollo Medical Holdings, Inc.  $13,170   $11,950   $26,302   $25,714 
                     
Earnings per share – basic  $0.28   $0.27   $0.57   $0.57 
                     
Earnings per share – diluted  $0.28   $0.26   $0.56   $0.56 

 

 

 

 

Reconciliation of Net Income to EBITDA and Adjusted EBITDA

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
(in thousands)  2023   2022 (restated)   2023 (restated)   2022 (restated) 
Net income  $17,482   $11,277   $29,970   $22,727 
Interest expense   3,632    1,854    6,901    2,927 
Interest income   (3,327)   (421)   (6,335)   (467)
Provision for income taxes   14,009    5,352    20,930    12,170 
Depreciation and amortization   4,248    4,351    8,541    8,725 
EBITDA   36,044    22,413    60,007    46,082 
                     
Income from equity method investments   (297)   (180)   (546)   (328)
Other, net   (1,618) (1)       (216)(1)    
Stock-based compensation   4,213    3,920    7,658    6,975 
APC excluded assets costs   (2,570)   (1,247)   (1,304)   6,537 
Adjusted EBITDA  $35,772   $24,906 (2)  $65,599   $59,266 (2)

 

(1) Other, net for the three and six months ended June 30, 2023 relates to non-cash changes in the fair value of our financing obligation to purchase the remaining equity interests, changes in the fair value of our contingent liabilities, and changes in the fair value of the Company's Collar Agreement.

 

(2) Adjusted EBITDA under the historical method for the three and six months ended June 30, 2022 was $36.9 million and $75.1 million, respectively. See “Use of Non-GAAP Financial Measures” below for additional information on change of methodology.

 

Guidance Reconciliation of Net Income to EBITDA and Adjusted EBITDA

 

   2023 Guidance Range 
(in thousands)  Low   High 
Net income  $49,500   $71,500 
Interest expense   1,000    1,000 
Provision for income taxes   23,000    38,000 
Depreciation and amortization   16,000    19,000 
EBITDA   89,500    129,500 
           
Loss (income) from equity method investments   (750)   (750)
Other, net   3,250    3,250 
Stock-based compensation   16,000    16,000 
APC excluded assets costs   12,000    12,000 
Adjusted EBITDA  $120,000   $160,000 

 

 

 

 

Use of Non-GAAP Financial Measures

 

This earnings release contains the non-GAAP financial measures EBITDA and Adjusted EBITDA, of which the most directly comparable financial measure presented in accordance with U.S. generally accepted accounting principles (“GAAP”) is net income. These measures are not in accordance with, or alternatives to GAAP, and may be calculated differently from similar non-GAAP financial measures used by other companies. The Company uses Adjusted EBITDA as a supplemental performance measure of our operations, for financial and operational decision-making, and as a supplemental means of evaluating period-to-period comparisons on a consistent basis. Adjusted EBITDA is calculated as earnings before interest, taxes, depreciation, and amortization, excluding income or loss from equity method investments, non-recurring and non-cash transactions, stock-based compensation, and APC excluded assets costs. Beginning in the third quarter ended September 30, 2022, the Company has revised the calculation for Adjusted EBITDA to exclude provider bonus payments and losses from recently acquired IPAs, which it believes to be more reflective of its business.

 

The Company believes the presentation of these non-GAAP financial measures provides investors with relevant and useful information, as it allows investors to evaluate the operating performance of the business activities without having to account for differences recognized because of non-core or non-recurring financial information. When GAAP financial measures are viewed in conjunction with non-GAAP financial measures, investors are provided with a more meaningful understanding of the Company’s ongoing operating performance. In addition, these non-GAAP financial measures are among those indicators the Company uses as a basis for evaluating operational performance, allocating resources, and planning and forecasting future periods. Non-GAAP financial measures are not intended to be considered in isolation, or as a substitute for, GAAP financial measures. To the extent this release contains historical or future non-GAAP financial measures, the Company has provided corresponding GAAP financial measures for comparative purposes. The reconciliation between certain GAAP and non-GAAP measures is provided above.

 

 

 

Exhibit 99.2

1 Powered by Technology. Built by Doctors. For Patients. Apollo Medical Holdings (NASDAQ: AMEH) Second Quarter 2023 Earnings Call Supplement August 7, 2023

 

 

Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 , Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward - looking statements include any statements about t he Company's business, financial condition, operating results, plans, objectives, expectations and intentions, expansion plans, int egration of acquired companies and any projections of earnings, revenue, EBITDA, Adjusted EBITDA or other financial items, such as the Company's projected capitation and future liquidity, and may be identified by the use of forward - looking terms such as “anticipa te,” “could,” “can,” “may,” “might,” “potential,” “predict,” “should,” “estimate,” “expect,” “project,” “believe,” “plan,” “envisi on, ” “intend,” “continue,” “target,” “seek,” “will,” “would,” and the negative of such terms, other variations on such terms or other simila r o r comparable words, phrases or terminology. Forward - looking statements reflect current views with respect to future events and financial performance and therefore cannot be guaranteed. Such statements are based on the current expectations and certain assumptions of the Company’s management, and some or all of such expectations and assumptions may not materialize or may vary significantly from actual results. Actual results may also vary materially from forward - looking statements due to risks, uncerta inties and other factors, known and unknown, including the risk factors described from time to time in the Company’s reports to the U.S. Securities and Exchange Commission (the “SEC”), including without limitation the risk factors discussed in the Company's Annu al Report on Form 10 - K for the year ended December 31, 2022, and subsequent Quarterly Reports on Form 10 - Q. Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed or imp lie d in any forward - looking statements, you should not place undue reliance on any such forward - looking statements. Any forward - looking statements speak only as of the date of this presentation and, unless legally required, the Company does not undertake any ob lig ation to update any forward - looking statement, as a result of new information, future events or otherwise. 2

 

 

15 * ma naged IPAs and groups 1.3M managed lives Company Overview 3 12,000+ contracted physicians 25+ years in operation ApolloMed is a technology - powered, value - based healthcare platform that enables the delivery of high - quality, coordinated, efficient, and accessible care for all through the following business segments: ​ Care Enablement delivers an integrated clinical and administrative platform to enable payers and providers in the delivery of high - quality, value - based care. Care Partners enables aligned providers to participate in high - performing, risk - bearing organizations.​ Care Delivery provides patient - centric clinical operations, including primary care, multi - specialty, and ancillary services.​ ApolloMed At - A - Glance Ticker NASDAQ: AMEH Headquarters Alhambra, California Recent Stock Price (as of 8/4/2023) $37.67 Market Cap (as of 8/4/2023) $2.2 billion Common Shares Outstanding* (as of 8/1/2023) 57.6 million Book Value Per Common Share $9.94 TTM Revenues $1.30 billion IPA: independent physician association *As of 6/30/2023 *Includes 10.6 million in treasury shares Information as of 6/30/2023 unless otherwise noted

 

 

Highlights 4 Operational updates Revenue $348.2M 29% Net income attr. to AMEH $13.2M 10% EPS – diluted $0.28 8% Adj. EBITDA* $35.8M 44% *See “Reconciliation of Net Income to EBITDA and Adjusted EBITDA” and “Use of Non - GAAP Financial Measures” slides for more infor mation. Please note that beginning the third quarter ended September 30, 2022, the Company has revised the calculation for Adjusted EBITDA to exclude addbacks relat ed to provider bonus payments and losses from recently acquired IPAs, which it believes to be more reflective of its business. • Formed a long - term partnership with a primary care group in California with over 50 providers • Expected to be onboarded onto Care Enablement (CE) platform by September 1, 2023 • Entered definitive agreement to acquire assets relating to Texas Independent Providers, a primary care service provider serving patients in Houston metro with a network of over 120 providers • Transaction expected to close in Q3 2023 and providers onboarded onto CE platform by end of 2023 • Formed partnership with IntraCare , an operator of a value - based primary care network with over 425 providers in Texas & Oklahoma • Expected to be onboarded onto CE platform by end of 2023 Q2 2023 financial results % vs. prior - year period

 

 

Historical Financial Profile 5 2021 Adjusted EBITDA benefitted from tailwinds of lower utilization during the COVID - 19 pandemic; Return to pre - pandemic utilization in 2022 and 2023 $561 $687 $774 $1,144 $1,300 - $1,500 Historical Revenue Growth ($ in millions) 2019 2020 2021 2022 2023 26% CAGR from 2019 - 2023E $54.2 $102.8 $133.5 $140.0 ($ in millions) Historical Adjusted EBITDA (1) 27% CAGR from 2019 - 2023E 2019 2020 2021 2022 2023 $120.0 - $160.0 (1) See “Use of Non - GAAP Financial Measures” slide for more information

 

 

Tax Restatement 6 Note: 2019 was immaterial and therefore no restatement As Restated As Original $ Change $ in 000s except per share data 2022 2021 2020 2022 2021 2020 2022 2021 2020 Income before provision for income tax $ 86,616 77,748 178,427 $ 86,616 77,748 178,427 $ - - - Provision for income tax 40,875 31,693 56,344 36,085 28,454 56,107 4,790 3,239 237 Net income 45,741 46,055 122,083 50,531 49,294 122,320 (4,790) (3,239) (237) Net income (loss) attributable to non - controlling interest 570 (22,868) 84,395 1,482 (24,564) 84,454 (912) 1,696 (59) Net income attributable to Apollo Medical Holdings 45,171 68,923 37,688 49,049 73,858 37,866 (3,878) (4,935) (178) Earnings per share – basic $ 1.00 1.57 1.03 $ 1.09 1.69 1.04 $ (0.09) (0.12) (0.01) Earnings per share – diluted $ 0.99 1.52 1.01 $ 1.08 1.63 1.01 $ (0.09) (0.11) - Please see Form 8 - K filed on August 7, 2023, for more details. In summary: • The Company did not appropriately account for the income tax impact associated with certain intercompany dividends and also neglected to include certain loss generating entities in certain consolidated tax filing groups. • Going forward, we are evaluating changes to our tax structure to reduce the current effective tax rate and amount of cash tax es. • We expect to have this put in place by the fourth quarter of 2023, which we believe will result in a normalized tax rate movi ng forward. • There was no impact on GAAP and non - GAAP measures the Company reports, including revenue, gross profit, pretax income from continuing operations, EBITDA, or Adjusted EBITDA, in past and go - forward periods as a result of this tax - related restateme nt.

 

 

Summary of Selected Financial Results 7 Three Months Ended June 30, Six Months Ended June 30, $ in 000s except per share data 2023 2022 (restated) 2023 (restated) 2022 (restated) Revenue Capitation, net $ 300,549 $ 227,623 $ 600,753 $ 449,682 Risk pool settlements and incentives 21,121 18,793 33,583 36,868 Management fee income 12,493 9,984 22,389 20,457 Fee - for - service, net 13,262 11,740 25,324 22,835 Other income 1,784 1,557 3,404 3,112 Total revenue 348,209 269,697 685,453 532,954 Total expenses 321,180 254,315 636,050 491,360 Income from operations 27,029 15,382 49,403 41,594 Net income 17,482 11,277 29,970 22,727 Net income (loss) attributable to noncontrolling interests 4,312 (673) 3,668 (2,987) Net income attributable to ApolloMed $ 13,170 $ 11,950 $ 26,302 $ 25,714 Earnings per share – diluted $ 0.28 $ 0.26 $ 0.56 $ 0.56 EBITDA $ 36,044 $ 22,413 $ 60,007 $ 46,082 Adjusted EBITDA $ 35,772 $ 24,906 $ 65,599 $ 59,266

 

 

Segment Results 8 $ in 000s Care Enablement Care Partners Care Delivery Other Intersegment Elimination Corporate Costs Consolidated Total Total revenues $ 34,975 325,246 26,718 157 (38,887) - 348,209 % change vs prior year quarter 18% 31% 14% 29% Cost of services 15,162 292,119 22,523 70 (36,988) - 292,876 General and administrative expenses (1) 12,175 5,298 3,626 926 (2,933 ) 9,212 28,304 Total expenses 27,337 297,417 26,149 996 (39,931) 9,212 321,180 Income (loss) from operations $ 7,638 27,829 569 (839) 1044 (2) (9,212) 27,029 % change vs prior year quarter 4% 250% (82%) 76% For the three months ended June 30, 2023 (1) Balance includes general and administrative expenses and depreciation and amortization . (2) Income from operations for the intersegment elimination represents rental income from segments renting from other segments. R ent al income is presented within other income, which is not presented in the table.

 

 

Revenue Breakdown 9 For the six months ended June 30, 2023 Revenue by Line of Business Business Mix By Payer Type 87.6% 4.9% 3.3% 3.7% 0.5% Capitation, net Risk Pool Settlements & Incentives Management Fee Income Fee-for-service, net Other Income 64% 20% 12% 4% Medicare Medicaid Commerical Other Third Parties

 

 

Balance Sheet Highlights 10 $ in millions 6/30/2023 12/31/2022 $ Change % Change Cash and cash equivalents and investments in marketable securities* $297.7 $293.6 $4.1 1.0% Working capital $280.0 $279.5 $0.5 0.2% Total stockholders’ equity $566.0 $542.6 $23.4 4.3% *Excluding restricted cash

 

 

2023 Guidance 11 $ in millions, except for per share information Actual YE 2022 Results 2023 Guidance Range Total Revenue $1,144.2 $1,300.0 - $1,500.0 Net Income (1) $50.5 $49.5 - $71.5 EBITDA (1,2) $110.1 $89.5 - $129.5 Adjusted EBITDA (2) $140.0 $120.0 - $160.0 EPS – Diluted $1.08 $0.95 - $1.20 (1) Net income and EBITDA forecast includes the impact of APC excluded assets, which assume no change in value. (2) See “Reconciliation of Net Income to EBITDA and Adjusted EBITDA,” “Guidance Reconciliation of Net Income to EBITDA and Adjust ed EBITDA” and “Use of Non - GAAP Financial Measures” slides for more information. There can be no assurance that actual amounts will not be materially higher or lower than these expectations. See “Forward - Looking Statements” on slide 2.

 

 

Reconciliation of Net Income to EBITDA and Adjusted EBITDA 12 (1) See “Use of Non - GAAP Financial Measures” slide for more information. (2) Other, net for the three and six months ended June 30, 2023, relates to non - cash changes in the fair value of the Company’s fina ncing obligations to purchase the remaining equity interest, changes in the fair value of its contingent liabilities, and changes in the fair value of the Comp any ’s Collar Agreement. (3) Adjusted EBITDA under the historical method for the three and six months ended June 30, 2023, was $36.9 million and $75.1 mil lio n, respectively. See “Use of Non - GAAP Financial Measures” slide for additional information on change of methodology. ($ in millions) 2023 2022 2023 2022 Net income $ 17.5 $ 11.3 $ 30.0 $ 22.7 Interest expense 3.6 1.9 6.9 2.9 Interest income (3.3) (0.4) (6.3) (0.5) Provision for income taxes 14.0 5.4 20.9 12.2 Depreciation and amortization 4.2 4.4 8.5 8.7 EBITDA (1) $ 36.0 $ 22.4 $ 60.0 $ 46.1 Income from equity method investments $ (0.3) $ (0.2) $ (0.5) $ (0.3) Other, net (2) (1.6) - (0.2) - Stock-based compensation 4.2 3.9 7.7 7.0 APC excluded assets costs (2.6) (1.2) (1.3) 6.5 Adjusted EBITDA (1,3) $ 35.8 $ 24.9 $ 65.6 $ 59.3 Three Months Ended June 30, Six Months Ended June 30,

 

 

Guidance Reconciliation of Net Income to EBITDA and Adjusted EBITDA 13 (1) See “Use of Non - GAAP Financial Measures” slide for more information. ($ in millions) Low High Net income $ 49.5 $ 71.5 Interest expense 1.0 1.0 Provision for income taxes 23.0 38.0 Depreciation and amortization 16.0 19.0 EBITDA (1) $ 89.5 $ 129.5 Income from equity method investments $ (0.8) $ (0.8) Other, net 3.3 3.3 Stock-based compensation 16.0 16.0 APC excluded assets costs 12.0 12.0 Adjusted EBITDA (1) $ 120.0 $ 160.0 Year Ending December 31, 2023

 

 

14 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 $ in millions ApolloMed Consolidated Excluded Assets (1) ApolloMed Assets ApolloMed Consolidated Excluded Assets (1) ApolloMed Assets Revenue Capitation, net $ 600.8 - 600.8 $ 449.7 - 449.7 Risk pool settlements and incentives 33.6 - 33.6 36.9 - 36.9 Management fee income 22.4 - 22.4 20.5 - 20.5 Fee - for - service, net 25.3 - 25.3 22.8 - 22.8 Other income 3.4 - 3.4 3.1 - 3.1 Total revenue 685.5 - 685.5 533.0 - 533.0 Total operating expenses 636.0 1.3 634.8 491.3 1.6 489.7 Income (loss) from operations 49.4 (1.3) 50.7 41.7 (1.6) 43.3 Total other income (expense), net 1.5 2.1 (0.6) (6.7) (8.5) 1.8 Net income (loss) $ 30.0 0.9 29.1 $ 22.8 (10.1) 32.9 Summary of Selected Financial Results – Breaking Out Excluded Assets (1) Includes AP Excluded Assets and certain other assets such as APC's minority interests in LMA and PMIOC where APC owns the as set but not the right to the dividends associated with those assets. (1)

 

 

15 Summary Balance Sheet – Breaking Out Excluded Assets $ in millions ApolloMed Consolidated Excluded Assets ApolloMed Assets ApolloMed Consolidated Excluded Assets ApolloMed Assets Current assets Cash and cash equivalents $ 294.2 13.1 281.1 $ 288.0 30.2 257.8 Investments in marketable securities 3.8 1.1 2.7 5.6 4.5 1.1 Receivables, net 66.9 - 66.9 49.6 - 49.6 Receivables - related parties and loan receivable - related party 82.8 - 82.8 67.2 - 67.2 Other receivables, prepaid expenses and other current assets 17.3 1.2 16.1 17.6 0.8 16.8 Income taxes receivable - - - - (1.1) 1.1 Total current assets 465.0 15.4 449.6 428.0 34.4 393.6 Non-current assets Land, property, and equipment, net 123.9 116.9 7.0 108.5 101.3 7.2 Goodwill and intangibles 348.4 - 348.4 346.0 - 346.0 Loan receivable and loan receivable - related parties, net of current portion - - - - - - Income taxes receivable, non-current 15.9 - 15.9 15.9 - 15.9 Investments in other entities and privately held entities 48.7 32.2 16.5 41.2 27.6 13.6 Other assets and right-of-use assets 25.1 4.2 20.9 26.5 3.2 23.3 Total non-current assets 562.0 153.3 408.7 538.1 132.1 406.0 Total assets $ 1,027.0 168.7 858.3 $ 966.1 166.5 799.6 June 30, 2023 December 31, 2022 (1) Includes AP Excluded Assets and certain other assets such as APC's minority interests in LMA and PMIOC where APC owns the as set but not the right to the dividends associated with those assets. (1) (1)

 

 

16 Summary Balance Sheet – Breaking Out Excluded Assets (continued) $ in millions ApolloMed Consolidated Excluded Assets ApolloMed Assets ApolloMed Consolidated Excluded Assets ApolloMed Assets Current liabilities Fiduciary payable, accounts payable and accrued liabilities $ 58.5 0.7 57.8 $ 57.7 2.8 54.9 Medical liabilities 100.0 - 100.0 81.3 - 81.3 Income taxes payable 19.6 1.1 18.5 4.3 - 4.3 Dividend payable 0.6 - 0.6 0.7 - 0.7 Finance and operating lease liabilities 3.6 0.1 3.5 4.2 - 4.2 Current portion of long-term debt 2.6 0.6 2.0 0.6 0.6 - Total current liabilities 184.9 2.5 182.4 148.8 3.4 145.4 Non-current liabilities Deferred tax liability 12.4 0.9 11.5 14.2 0.9 13.3 Finance and operating lease liabilities, net of current portion 19.0 0.90 18.1 21.2 - 21.2 Other long-term liabilities 21.4 - 21.4 20.3 - 20.3 Long-term debt, net of current portion and deferred financing costs 205.1 27.9 177.2 203.4 26.6 176.8 Total non-current liabilities 257.9 29.7 228.2 259.1 27.5 231.6 Total liabilities 442.8 32.2 410.6 407.9 30.9 377.0 Total mezzanine equity and stockholder's equity $ 584.2 136.5 447.1 $ 558.2 135.6 422.6 June 30, 2023 December 31, 2022 (1) Includes AP Excluded Assets and certain other assets such as APC's minority interests in LMA and PMIOC where APC owns the as set but not the right to the dividends associated with those assets. (1) (1)

 

 

Summary Cash Flow Statement – Breaking Out Excluded Assets 17 $ in millions ApolloMed Consolidated Excluded Assets ApolloMed Assets ApolloMed Consolidated Excluded Assets ApolloMed Assets Cash flows from operating activities Net income $ 30.0 0.9 29.1 $ 22.7 (10.1) 32.8 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization $ 8.5 0.8 7.7 $ 8.7 0.5 8.2 Amortization of debt issuance cost 0.5 - 0.5 0.5 - 0.5 Share-based compensation 7.7 - 7.7 7.0 - 7.0 Unrealized loss on investments 5.5 3.5 2.0 13.7 11.3 2.4 Gain on sales of investment - - - (2.3) - (2.3) Loss (income) from equity method investments, net (5.2) (4.7) (0.5) (2.9) (0.1) (2.8) Unrealized gain on interest rate swaps - - - (2.8) (2.8) - Deferred tax (3.7) - (3.7) 3.4 - 3.4 Changes in operating assets and liabilities, net of acquisition amounts: Receivables, net, receivable, net - related parties, other receivable, prepaid expenses and other current assets, right of use assets, other assets, fiduciary accounts payable, medical liabilities, and operating lease liabilities (22.4) (0.5) (21.9) (15.1) 0.7 (15.8) Accounts payable and accrued liabilities (2.9) (2.1) (0.8) 14.2 (0.1) 14.3 Income taxes payable 15.3 - 15.3 (14.0) - (14.0) Net cash provided by (used in) operating activities $ 33.3 (2.1) 35.4 $ 33.1 (0.6) 33.7 June 30, 2022June 30, 2023 (1) Includes AP Excluded Assets and certain other assets such as APC's minority interests in LMA and PMIOC where APC owns the as set but not the right to the dividends associated with those assets. (1) (1)

 

 

Summary Cash Flow Statement – Breaking Out Excluded Assets (continued) 18 $ in millions ApolloMed Consolidated Excluded Assets ApolloMed Assets ApolloMed Consolidated Excluded Assets ApolloMed Assets Cash flows from investing activities Payments for business and asset acquisition, net of cash acquired $ 0.4 - 0.4 $ (0.9) - (0.9) Proceeds from repayment of loans receivable - related parties 2.1 - 2.1 4.0 4.0 - Purchase of marketable securities (2.0) - (2.0) $ (1.8) - (1.8) Purchase of investments - privately held (2.0) - (2.0) - - - Purchase of investments - equity method (0.3) - (0.3) - - - Proceeds from sale of marketable securities - - - 6.5 (0.1) 6.6 Distribution from investments - equity method - - - 0.4 0.4 - Contribution to investment - equity method - - - (1.7) (1.7) - Purchases of property and equipment -17.4 -16.4 -1.0 -18.8 -17.8 -1.0 Net cash (used in) provided by investing activities (19.2) (16.4) (2.8) (12.3) (15.2) 2.9 Cash flows from financing activities Dividends paid $ (0.8) - (0.8) $ (12.6) (10.0) (2.6) Repayments on long-term debt (0.3) (0.3) - (0.2) (0.2) - Payment of finance lease obligations (0.3) - (0.3) (0.3) - (0.3) Proceeds from exercise of stock options and warrants 1.3 - 1.3 1.7 - 1.7 Repurchase of common stock - - (9.5) - (9.5) Repurchase of treasury shares (9.5) - (9.5) - - - Purchase of non-controlling interest (0.1) - (0.1) (0.2) - (0.2) Proceeds from sale of non-controlling interest - - - - - - Borrowings on loans 1.7 1.6 0.1 1.2 0.6 0.6 Amounts due from affiliates - - - - (16.6) 16.6 Net cash (used in) provided by financing activities $ (8.0) 1.3 (9.3) $ (19.9) (26.2) 6.3 Net change in cash and cash equivalents 6.1 (17.2) 23.3 1.1 (41.9) 43.0 Cash and cash equivalents at beginning of year $ 288.0 30.2 257.8 $ 233.1 62.5 170.6 Cash and cash equivalents at end of year $ 294.1 13.0 281.1 $ 234.2 20.6 213.6 June 30, 2022June 30, 2023(1) Includes AP Excluded Assets and certain other assets such as APC's minority interests in LMA and PMIOC where APC owns the as set but not the right to the dividends associated with those assets. (1) (1)

 

 

Use of Non - GAAP Financial Measures This presentation contains the non - GAAP financial measures EBITDA and Adjusted EBITDA, of which the most directly comparable fin ancial measure presented in accordance with U.S. generally accepted accounting principles (“GAAP”) is net income. These measures are not in acc ordance with, or alternatives to GAAP, and may be different from other non - GAAP financial measures used by other companies. The Company uses Adju sted EBITDA as a supplemental performance measure of our operations, for financial and operational decision - making, and as a supplemental means o f evaluating period - to - period comparisons on a consistent basis. Adjusted EBITDA is calculated as earnings before interest, taxes, depreciation, and am ortization, excluding income or loss from equity method investments, non - recurring transactions, stock - based compensation, and APC excluded assets costs. Beg inning in the third quarter ended September 30, 2022, the Company has revised the calculation for Adjusted EBITDA to exclude provider bonus payme nts and losses from recently acquired IPAs, which it believes to be more reflective of its business. The Company believes the presentation of these non - GAAP financial measures provides investors with relevant and useful informati on, as it allows investors to evaluate the operating performance of the business activities without having to account for differences recogniz ed because of non - core or non - recurring financial information. When GAAP financial measures are viewed in conjunction with non - GAAP financial measures, in vestors are provided with a more meaningful understanding of the Company’s ongoing operating performance. In addition, these non - GAAP financial measu res are among those indicators the Company uses as a basis for evaluating operational performance, allocating resources, and planning and forecas tin g future periods. Non - GAAP financial measures are not intended to be considered in isolation, or as a substitute for, GAAP financial measures. To t he extent this release contains historical or future non - GAAP financial measures, the Company has provided corresponding GAAP financial measures for comparative purposes. The reconciliation between certain GAAP and non - GAAP measures is provided above. 19

 

 

20 For inquiries, please contact: ApolloMed Investor Relations (626) 943 - 6491 investors@apollomed.net Carolyne Sohn, The Equity Group (408) 538 - 4577 csohn@equityny.com

 

v3.23.2
Cover
Aug. 07, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 07, 2023
Entity File Number 001-37392
Entity Registrant Name APOLLO MEDICAL HOLDINGS, INC.
Entity Central Index Key 0001083446
Entity Tax Identification Number 95-4472349
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1668 S. Garfield Avenue
Entity Address, Address Line Two 2nd Floor
Entity Address, City or Town Alhambra
Entity Address, State or Province CA
Entity Address, Postal Zip Code 91801
City Area Code 626
Local Phone Number 282-0288
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol AMEH
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

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