Form: 8-K

Current report filing

May 27, 2020

apollomedicalholdingsimage.jpg
Apollo Medical Holdings, Inc. Reports First Quarter Ended March 31, 2020 Results

ALHAMBRA, Calif., May 27, 2020 /PRNewswire/ -- Apollo Medical Holdings, Inc. ("ApolloMed," and together with its subsidiaries and affiliated entities, the "Company") (NASDAQ: AMEH), an integrated population health management company, announced today its consolidated financial results for the first quarter ended March 31, 2020.
“Our solid first quarter results demonstrated continued revenue growth, further customer wins, and expansion of our membership to 1.1 million members. We began 2020 at the forefront of fighting the COVID-19 pandemic. By maintaining our essential business operations, ApolloMed has enabled our affiliated providers to continue mission-critical treatment of patients to help fight the spread of COVID-19 in our communities. The heroic work being done by so many of our affiliated physicians and partners to help test for, treat, and prevent COVID-19, as well as the generous donations of medical supplies and personal protective equipment, is profound and inspiring,” stated Kenneth Sim, M.D., Executive Chairman and Co-Chief Executive Officer of ApolloMed.
Dr. Sim continued, “COVID-19 has provided us with an opportunity to serve the needs of our members during a truly challenging time. The stability of our capitation model provides adequate cash flow and liquidity to continue the high-quality care provided to all of our members. Our stable first quarter results provide confidence in our ability to maintain our previously stated outlook for 2020 in the face of the global COVID-19 pandemic.”

Financial Highlights for the First Quarter Ended March 31, 2020:
Total revenue of $165.1 million for the quarter ended March 31, 2020, an increase of 72% as compared to $95.8 million for the quarter ended March 31, 2019, primarily due to our acquisitions of Alpha Care Medical Group on May 31, 2019 and Accountable Health Care IPA on August 30, 2019, which companies contributed revenue of approximately, $32.5 million and $12.7 million, respectively, for the quarter ended March 31, 2020.
Capitation revenue, net, of $140.4 million for the quarter ended March 31, 2020, an increase of 96% compared to $71.5 million for the quarter ended March 31, 2019. Capitation revenue represented 85% of our total revenue for the quarter ended March 31, 2020.
Risk pool settlements and incentives revenue of $11.2 million for the quarter ended March 31, 2020, an increase of 11%, as compared to $10.1 million for the quarter ended March 31, 2019.
Net income of $3.0 million for the quarter ended March 31, 2020, compared to a net loss of $2.5 million for the quarter ended March 31, 2019.
Net income attributable to Apollo Medical Holdings, Inc. of $4.1 million for the quarter ended March 31, 2020, compared to net income attributable to Apollo Medical Holdings, Inc. of $0.1 million for the quarter ended March 31, 2019. The increase from the prior year was primarily due to preferred dividends ApolloMed received from its affiliate, Allied Physicians of California IPA ("APC"), as a result of the series of transactions we completed with APC in September 2019.
Effective January 1, 2020, we began providing select management services to Community Family Care Medical Group IPA, Inc., serving approximately 145,000 members in Southern California, which accounted for approximately $1.7 million in management fee income for the quarter ended March 31, 2020.



Other Information:
The Company further announced today that Chief Technology Officer, Brandon Sim, and Chief Financial Officer, Eric Chin, have been appointed as the Company's Interim Co-Chief Operating Officers, effective May 26, 2020. Messrs. Sim and Chin will be replacing Hing Ang, who had served as the Company's Chief Operating Officer for over two years. In addition to their new positions, Messrs. Sim and Chin will remain as the Company's Chief Technology Officer and Chief Financial Officer, respectively.

Guidance:
Our stable, subscription-based revenue model allows us to maintain our previously disclosed 2020 guidance for total revenue and adjusted EBITDA. We are updating our 2020 guidance for net income and EBITDA to incorporate the impact of the sale of an equity investment held by the Company as an excluded asset and remained solely for the benefit of APC and its shareholders. As such, any proceeds or gain on sale will not affect the net income and adjusted EBITDA attributable to ApolloMed.
Our guidance for the year ending December 31, 2020, is as follows:
Maintaining total revenue of between $665.0 million and $675.0 million,
Adjusting net income from a range of $20.0 million and $30.0 million (disclosed on March 12, 2020) to a range of $100.0 million and $110.0 million,
Adjusting EBITDA from a range of $55.0 million and $67.0 million (disclosed on March 12, 2020) to a range of $155.0 million and $167.0 million, and
Maintaining adjusted EBITDA of between $75.0 million and $90.0 million.
Refer to the "Guidance Reconciliation of Net Income to EBITDA and adjusted EBITDA" and "Use of Non-GAAP Financial Measures" below for additional information. There can be no assurance that actual amounts will not be materially higher or lower than these expectations. Refer to our discussion of "Forward-Looking Statements" within this press release for additional information.

For more details on ApolloMed's results for the quarter ended March 31, 2020, please refer to ApolloMed's Quarterly Report on Form 10-Q to be filed with the U.S. Securities Exchange Commission (“SEC), which is accessible at www.sec.gov.




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 variable interest entities ("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 Stockholders' Equity, Certain Treasury Stock and Earnings Per Share
As of the date of this press release, 302,732 holdback shares have not been issued to certain former shareholders of 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. Our 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 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 integrated population health management company, which, together with its subsidiaries, including a Next Generation Accountable Care Organization ("NGACO"), and its affiliated independent practice associations ("IPAs") and management services organizations ("MSOs"), is working to provide coordinated, outcomes-based, high-quality medical care for patients, particularly senior patients and patients with multiple chronic conditions, in a cost-effective manner.  ApolloMed focuses on addressing the healthcare needs of its patients by leveraging its integrated health management and healthcare delivery platform that includes NMM (MSO), Apollo Medical Management, Inc. (MSO), ApolloMed Hospitalists, a Medical Corporation, (hospitalists), APA ACO, Inc. (NGACO), Allied Physicians of California IPA (IPA), Alpha Care Medical Group, Inc. (IPA), Accountable Health Care IPA (IPA) and Apollo Care Connect, Inc. (Digital Population Health Management Platform).  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, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as statements about the Company's guidance for the year ending December 31, 2020, continued growth, acquisition strategy, ability to deliver sustainable long-term value, ability to respond to the changing environment, operational focus, strategic growth plans, and merger integration efforts, as well as the impact of the COVID-19 pandemic on the Company's business, operations, and financial results. 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, for the year ended December 31, 2019, filed with the SEC and any subsequent quarterly reports on Form 10-Q.

FOR MORE INFORMATION, PLEASE CONTACT:
Asher Dewhurst
(443) 213-0500
asher.dewhurst@westwicke.com




APOLLO MEDICAL HOLDINGS, INC.
 CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
 
 
 
 
 
 
 
March 31,
 
December 31,
 
 
2020
 
2019
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
 
$
80,892

 
$
103,189

Restricted cash
 
75

 
75

Investment in marketable securities
 
117,075

 
116,539

Receivables, net
 
18,012

 
11,004

Receivables, net – related parties
 
50,911

 
48,136

Other receivables
 
16,362

 
16,885

Prepaid expenses and other current assets
 
11,811

 
10,315

Loans receivable
 
6,425

 
6,425

Loans receivable – related parties
 
16,500

 
16,500

 
 
 
 
 
Total current assets
 
318,063

 
329,068

 
 
 
 
 
Noncurrent assets
 
 
 
 
Land, property and equipment, net
 
11,876

 
12,130

Intangible assets, net
 
98,840

 
103,012

Goodwill
 
238,539

 
238,505

Investments in other entities – equity method
 
30,781

 
28,427

Investments in privately held entities
 
896

 
896

Restricted cash
 
746

 
746

Operating lease right-of-use assets
 
18,199

 
14,248

Other assets
 
6,475

 
1,681

 
 
 
 
 
Total noncurrent assets
 
406,352

 
399,645

 
 
 
 
 
Total assets
 
$
724,415

 
$
728,713

Liabilities, Mezzanine Equity and Shareholders' Equity
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable and accrued expenses
 
$
20,106

 
$
27,279

Fiduciary accounts payable
 
1,709

 
2,027

Medical liabilities
 
63,698

 
58,725

Income taxes payable
 
8,034

 
4,529

Dividend payable
 
337

 
271

Finance lease liabilities
 
102

 
102

Operating lease liabilities
 
3,119

 
2,990

Current portion of long-term debt
 
9,500

 
9,500




 
 
 
 
 
Total current liabilities
 
106,605

 
105,423

 
 
 
 
 
Noncurrent liabilities
 
 
 
 
Deferred tax liability
 
16,332

 
18,269

Finance lease liabilities, net of current portion
 
390

 
416

Operating lease liabilities, net of current portion
 
15,583

 
11,373

Long-term debt, net of current portion and deferred financing costs
 
230,105

 
232,172

 
 
 
 
 
Total noncurrent liabilities
 
262,410

 
262,230

 
 
 
 
 
Total liabilities
 
369,015

 
367,653

 
 
 
 
 
Mezzanine equity
 
 
 
 
Noncontrolling interest in Allied Physicians of California, a Professional Medical Corporation
 
157,439

 
168,725

 
 
 
 
 
Shareholders' 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, 36,042,761 and 35,908,057 shares outstanding, excluding 17,475,707 and 17,458,810 treasury shares, at March 31, 2020, and December 31, 2019, respectively
 
36

 
36

Additional paid-in capital
 
161,087

 
159,608

Retained earnings
 
35,957

 
31,905

 
 
197,080

 
191,549

 
 
 
 
 
Noncontrolling interest
 
881

 
786

 
 
 
 
 
Total shareholders' equity
 
197,961

 
192,335

 
 
 
 
 
Total liabilities, mezzanine equity and shareholders' equity
 
$
724,415

 
$
728,713




APOLLO MEDICAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
 
 
 
 
 
Three Months Ended
 March 31,
 
 
2020
 
2019
 
 
 
 
 
Revenue
 
 
 
 
Capitation, net
 
$
140,421

 
$
71,517

Risk pool settlements and incentives
 
11,236

 
10,094

Management fee income
 
8,815

 
8,997

Fee-for-service, net
 
3,427

 
4,081

Other income
 
1,206

 
1,069

 
 
 
 
 
Total revenue
 
165,105

 
95,758

 
 
 
 
 
Operating expenses
 
 
 
 
Cost of services
 
144,204

 
83,432

General and administrative expenses
 
11,834

 
10,264

Depreciation and amortization
 
4,702

 
4,418

Provision for doubtful accounts
 

 
951

 
 
 
 
 
Total expenses
 
160,740

 
99,065

 
 
 
 
 
Income (loss) from operations
 
4,365

 
(3,307
)
 
 
 
 
 
Other income (expense)
 
 
 
 
Income (loss) from equity method investments
 
2,054

 
(850
)
Interest expense
 
(2,868
)
 
(211
)
Interest income
 
929

 
323

Other income
 
102

 
187

 
 
 
 
 
Total other income (expense), net
 
217

 
(551
)
 
 
 
 
 
Income (loss) before provision for (benefit from) income taxes
 
4,582

 
(3,858
)
 
 
 
 
 
Provision for (benefit from) income taxes
 
1,595

 
(1,408
)
 
 
 
 
 
Net income (loss)
 
2,987

 
(2,450
)
 
 
 
 
 
Net loss attributable to noncontrolling interest
 
(1,065
)
 
(2,590
)
 
 
 
 
 
Net income attributable to Apollo Medical Holdings, Inc.
 
$
4,052

 
$
140

 
 
 
 
 
Earnings per share – basic
 
$
0.11

 
$

 
 
 
 
 



Earnings per share – diluted
 
$
0.11

 
$

 
 
 
 
 
Weighted average shares of common stock outstanding – basic
 
36,010,268

 
34,496,622

 
 
 
 
 
Weighted average shares of common stock outstanding – diluted
 
37,439,099

 
38,074,174




APOLLO MEDICAL HOLDINGS, INC.
SUPPLEMENTAL INFORMATION
 
 
 
 
 
 
Capitated Membership (in thousands)
 
 
 
 
 
 
March 31, 2020
 
December 31, 2019
 
December 31, 2018
 
 
 
 
 
 
     MSO
514

 
421

 
665

     IPA
543

 
530

 
265

     ACO
30

 
29

 
30

 
 
 
 
 
 
Total lives under management
1,087

 
980

 
960


Reconciliation of Net Income to EBITDA and Adjusted EBITDA (in thousands)
 
 
 
 
 
Three Months Ended
March 31,
 
 
2020
 
2019
 
 
 
 
 
 Net income (loss)
 
$
2,987

 
$
(2,450
)
     Depreciation and amortization
 
4,702

 
4,418

     Provision for (benefit from) income taxes
 
1,595

 
(1,408
)
     Interest expense
 
2,868

 
211

     Interest income
 
(929
)
 
(323
)
EBITDA
 
11,223

 
448

 
 
 
 
 
     (Income) loss from equity method investments
 
(2,054
)
 
850

     Other income
 
(102
)
 
(187
)
     Provider bonus payments
 

 
10,000

     Provision for doubtful accounts
 

 
951

     EBITDA adjustment for recently acquired IPAs
 
4,760

 

Adjusted EBITDA
 
$
13,827

 
$
12,062




Guidance Reconciliation of Net Income to EBITDA and Adjusted EBITDA (in thousands)
 
 
Year Ending
 
 
December 31, 2020
 
 
 
 
 
Low
 
High
 Net income
 
$
100,000

 
$
110,000

     Depreciation and amortization
 
18,000

 
20,000

     Provision for income taxes
 
30,000

 
31,000

     Interest expense
 
8,000

 
9,000

     Interest income
 
(1,000
)
 
(3,000
)
EBITDA
 
155,000

 
167,000

 
 
 
 
 
     Income from equity method investments (1)
 
(95,000
)
 
(94,000
)
     EBITDA adjustment for recently acquired IPAs
 
15,000

 
17,000

Adjusted EBITDA
 
$75,000
 
$90,000
(1) Income from equity method investments is mainly attributed to the sale of Universal Care Acquisition Partners, LLC's ("UCAP") 48.9% investment in Universal Care, Inc. ("UCI") to Bright Health Company of California, which closed on April 30, 2020 pursuant to the stock purchase agreement as disclosed on the current report on form 8-K filed on May 6, 2020. UCAP is a 100% owned subsidiary of APC and its 48.9% investment in UCI is an excluded asset and as such remained solely for the benefit of APC and its shareholders. As such, any proceeds or gain on sale will not affect the net income and adjusted EBITDA attributable to ApolloMed.



Use of Non-GAAP Financial Measures
This press release contains the non-GAAP financial measures earnings before interest, taxes, depreciation and amortization ("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 (loss). These measures are not in accordance with, or alternatives to GAAP, and may be different from other non-GAAP financial measures used by other companies. The Company uses adjusted EBITDA as a supplemental performance measure of our operations,  for financial and operational decision-making, and as a supplemental means of evaluating period-to-period comparisons on a consistent basis. Adjusted EBITDA is calculated as earnings before interest, taxes, depreciation, and amortization, excluding (income) loss from equity method investments and other income earned that are not related to the Company's normal operations. Adjusted EBITDA also excludes the effect on EBITDA of certain IPAs we recently acquired.
The Company believes the presentation of these non-GAAP financial measures provides investors with relevant and useful information, as it allows investors to evaluate the operating performance of the business activities without having to account for differences recognized because of non-core and non-recurring financial information. When GAAP financial measures are viewed in conjunction with non-GAAP financial measures, investors are provided with a more meaningful understanding of 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. Reconciliation between certain GAAP and non-GAAP measures is provided above.