8-K/A
Astrana Health, Inc. (ASTH)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K/A
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. ¨
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Apollo Medical Holdings, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on August 7, 2023 (the “Original Form 8-K”). The Original Form 8-K furnished with the SEC a press release announcing the Company’s financial results for the three and six months ended June 30, 2023. The sole purpose of this Amendment is to furnish a revised earnings release. Except as set forth herein, no other modifications have been made to the Original Form 8-K.
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On August 9, 2023, the Company issued a revised earnings release, which primarily revised the following amounts in the Consolidated Balance Sheet as of June 30, 2023 (each amount in thousands): current liability of income taxes payable from $19,628 to $20,354; total current liabilities from $185,068 to $185,794; non-current deferred tax liability from $12,383 to $12,335; total non-current liabilities from $257,832 to $257,784; total liabilities from $442,900 to $443,578; and mezzanine equity representing non-controlling interest in Allied Physicians of California, a Professional Medical Corporation, from $14,523 to $13,845. Footnote 1 to the Consolidated Balance Sheets was revised to update the assets and liabilities of the Company’s consolidated variable interest entities (VIEs). Certain other amounts in the Consolidated Balance Sheet as of June 30, 2023 were revised for minor rounding adjustments. A copy of the revised earnings release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information furnished or incorporated by reference pursuant to this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, 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 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Revised 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 (incorporated herein by reference from Exhibit 99.2 to the Current Report on Form 8-K filed 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 9, 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 SecondQuarter 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 EndedJune 30, 2023:
All comparisons are to the quarter ended June30, 2022 unless otherwise stated.
| • | Total revenue of $348.2 million,<br> up 29% from $269.7 million |
|---|---|
| • | Care Partners revenue of $325.2 million,<br> up 32% from $247.3 million |
| --- | --- |
| • | Net income attributable to ApolloMed<br> 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 EndedJune 30, 2023:
All comparisons are to the six months ended June 30, 2022 unlessotherwise 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%<br> from $25.7 million |
| --- | --- |
| • | Adjusted EBITDA of $65.6 million, up 11% from $59.3 million |
| --- | --- |
Recent Operating Highlights Subsequent tothe End of the Second Quarter:
| • | On July 12, 2023, the Company announced<br> that it had entered into a definitive agreement to acquire assets of Texas Independent Providers,<br> LLC (“TIP”), a value-based provider network with over 120 primary care providers<br> that is expected to be an anchor for our high-quality Care Partners business in Houston.<br> Through this transaction, ApolloMed intends to empower TIP’s provider network to deliver<br> best-in-class clinical outcomes and to improve the healthcare experience for patients. This<br> transaction is expected to close in the third quarter of 2023, and TIP’s providers<br> are expected to be onboarded onto ApolloMed’s Care Enablement platform by the end of<br> 2023. |
|---|---|
| • | On July 27, 2023, the Company formed<br> a long-term partnership with a primary care group operating in California with over 50 providers.<br> The group is expected to be onboarded onto ApolloMed’s Care Enablement platform by<br> September 1, 2023. |
| --- | --- |
| • | On July 31, 2023, the Company announced<br> a partnership with IntraCare, an operator of a value-based primary care provider network<br> with over 425 providers located in Dallas, Fort Worth, El Paso, Austin, and Oklahoma City.<br> Through this partnership, IntraCare’s providers are expected to join ApolloMed’s<br> high-quality Care Partners business in these regions and onboarded onto ApolloMed’s<br> Care Enablement platform by the end of 2023. In addition, ApolloMed will lend IntraCare a<br> $25 million senior secured convertible promissory note maturing in 2028 to further IntraCare’s<br> mission and growth. |
| --- | --- |
Segment Results for the Second Quarter EndedJune 30, 2023:
| Three Months Ended<br> June 30, 2023 | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Care<br><br> Enablement | Care<br><br> Partners | Care<br> <br><br> Delivery | Other | Intersegment<br><br> Elimination | Corporate<br><br> Costs | Consolidated<br><br> 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<br> 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<br> 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 Stockholders’ Equity,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-lookingstatements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements about the Company’sguidance for the year ending December 31, 2023, ability to meet operational goals, ability to meet expectations in deployment ofcare coordination and management capabilities, ability to decrease cost of care while improving quality and outcomes, ability to deliversustainable revenue and EBITDA growth as well as long-term value, ability to respond to the changing environment, and successful implementationof strategic growth plans, acquisition strategy, and merger integration efforts. Forward-looking statements reflect current viewswith respect to future events and financial performance and therefore cannot be guaranteed. Such statements are based on thecurrent expectations and certain assumptions of the Company’s management, and some or all of such expectations and assumptionsmay not materialize or may vary significantly from actual results. Actual results may also vary materially from forward-lookingstatements due to risks, uncertainties and other factors, known and unknown, including the risk factors described from time to time inthe Company’s reports to the SEC, including, without limitation the risk factors discussed in the Company’s AnnualReport on Form 10-K/A for the year ended December 31, 2022, and any subsequent quarterly reports on Form 10-Q. Any forward-lookingstatement made by the Company in this release speaks only as of the date on which it is made. The Company undertakes no obligation topublicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as maybe required by any applicable securities laws.
Restatement
In connection with a review of the Company’sincome tax filing structure, the Company identified unintentional errors in its accounting for the income tax effects of certain intercompanydividends and certain net operating losses, which resulted in an understatement of income tax expense in prior periods and also had animpact on purchase accounting (goodwill) as a portion of the net operating losses affected by the errors pertained to acquisitions inprior periods. As a result of the errors, the Company has restated the December 31, 2022 consolidated balance sheet and the consolidatedstatement 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,<br> 2023 | December 31,<br> 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 | 15,087 | 14,798 | ||
| Loans receivable | 973 | 996 | ||
| Loan receivable – related party | — | 2,125 | ||
| Total current assets | 465,063 | 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)^ | $ | 1,027,176 | $ | 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 | 20,354 | 4,279 | ||
| Dividend payable | 638 | 664 | ||
| Finance lease liabilities | 591 | 594 | ||
| Operating lease liabilities | 3,027 | 3,572 | ||
| December 31,<br> 2022 | ||||
| --- | --- | --- | --- | |
| (Restated) | ||||
| Current portion of long-term debt | 2,630 | 619 | ||
| Total current liabilities | 185,794 | 148,610 | ||
| Non-current liabilities | ||||
| Deferred tax liability | 12,335 | 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 | 257,784 | 259,056 | ||
| Total liabilities(1) | 443,578 | 407,666 | ||
| Mezzanine equity | ||||
| Non-controlling interest in Allied Physicians of California, a Professional Medical Corporation | 13,845 | 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 | 208,719 | 182,417 | ||
| Total stockholders’ equity | 566,012 | 542,561 | ||
| Non-controlling interest | 3,741 | 1,749 | ||
| Total equity | 569,753 | 544,310 | ||
| Total liabilities, mezzanine equity and equity | 1,027,176 | $ | 966,213 |
All values are in US Dollars.
^(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 $523.7 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 $136.2 million and $131.8 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<br><br> (restated) | 2023 | 2022 <br><br>(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.