Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 28, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Apollo Medical Holdings, Inc. | ||
Entity Central Index Key | 1,083,446 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 13,438,161 | ||
Trading Symbol | AMEH | ||
Entity Common Stock, Shares Outstanding | 6,951,012 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 99,749,199 | $ 54,824,580 |
Restricted cash - short-term | 18,005,661 | 101,132 |
Fiduciary cash | 2,017,437 | 1,050,739 |
Investment in marketable securities | 1,143,095 | 1,051,807 |
Receivables, net | 20,117,304 | 22,275,896 |
Prepaid expenses and other current assets | 3,126,866 | 1,852,144 |
Total current assets | 144,159,562 | 81,156,298 |
Noncurrent assets | ||
Land, property and equipment, net | 13,814,306 | 10,373,333 |
Intangible assets, net | 103,533,558 | 108,094,049 |
Goodwill | 189,847,202 | 103,407,351 |
Loans receivable - related parties | 5,000,000 | 5,200,000 |
Loan receivable | 10,000,000 | 0 |
Investments in other entities - equity method | 21,903,524 | 24,256,065 |
Investments in other entities - cost method | 0 | 10,575,002 |
Restricted cash - long-term | 745,235 | 0 |
Derivative asset - warrants | 0 | 5,338,886 |
Other assets | 1,632,406 | 1,597,978 |
Total noncurrent assets | 346,476,231 | 268,842,664 |
Total assets | 490,635,793 | 349,998,962 |
Current liabilities | ||
Lines of credit | 5,025,000 | 0 |
Accounts payable and accrued expenses | 13,279,620 | 8,083,277 |
Incentives payable | 21,500,000 | 19,621,645 |
Fiduciary accounts payable | 2,017,437 | 1,050,739 |
Medical liabilities | 63,972,318 | 18,957,465 |
Income taxes payable | 3,198,495 | 2,810,357 |
Bank loan, short-term | 510,391 | 0 |
Capital lease obligations | 98,738 | 102,348 |
Total current liabilities | 109,601,999 | 50,625,831 |
Noncurrent liabilities | ||
Deferred tax liability | 24,916,598 | 46,932,207 |
Liability for unissued equity shares | 1,185,025 | 1,997,650 |
Dividend payable | 18,000,000 | 0 |
Capital lease obligations, net of current portion | 619,001 | 0 |
Total noncurrent liabilities | 44,720,624 | 48,929,857 |
Total liabilities | 154,322,623 | 99,555,688 |
Commitments and Contingencies (Note 14) | ||
Mezzanine equity | ||
Noncontrolling interest in Allied Pacific of California IPA | 172,129,744 | 162,855,554 |
Shareholders’ equity | ||
Common stock, par value $0.001; 100,000,000 shares authorized, 32,304,876 and 25,067,953 shares outstanding, excluding 1,682,110 Treasury shares, at December 31, 2017 and 2016, respectively | 32,305 | 25,068 |
Additional paid-in capital | 158,181,192 | 87,954,346 |
Retained earnings (accumulated deficit) | 1,734,531 | (773,311) |
Stockholders’ deficit attributable to Apollo Medical Holdings, Inc. | 159,948,028 | 87,206,103 |
Noncontrolling interest | 4,235,398 | 381,617 |
Total stockholders’ equity | 164,183,426 | 87,587,720 |
Total liabilities, mezzanine equity and shareholders’ equity | 490,635,793 | 349,998,962 |
Series A Preferred Stock [Member] | ||
Shareholders’ equity | ||
Preferred Stock Value | 0 | 0 |
Series B Preferred Stock [Member] | ||
Shareholders’ equity | ||
Preferred Stock Value | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares outstanding | 32,304,876 | 25,067,953 |
Treasury Stock, Common, Shares | 1,682,110 | 1,682,110 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 1,111,111 | 1,111,111 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 555,555 | 555,555 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | ||
Capitation, net | $ 272,921,240 | $ 247,639,181 |
Risk pool settlements and incentives | 44,598,373 | 22,641,884 |
Management fee income | 26,983,695 | 24,774,941 |
Fee-for-service, net | 11,712,965 | 9,163,970 |
Other income | 1,531,137 | 1,714,939 |
Total revenue | 357,747,410 | 305,934,915 |
Expenses | ||
Cost of services | 274,656,697 | 254,774,585 |
General and administrative expenses | 26,437,602 | 21,032,971 |
Depreciation and amortization | 19,075,353 | 18,114,440 |
Impairment of goodwill and intangibles | 2,431,791 | 324,306 |
Total expenses | 322,601,443 | 294,246,302 |
Income from operations | 35,145,967 | 11,688,613 |
Other income (expense) | ||
(Loss) income from equity method investments | (1,112,541) | 4,748,542 |
Interest expense | (79,689) | (61,589) |
Interest income | 1,015,204 | 504,696 |
Change in fair value of derivative instrument | (44,886) | 1,722,221 |
Gain on settlement of preexisting note receivable from ApolloMed | 921,938 | 0 |
Gain from investments - fair value adjustments | 13,697,018 | 0 |
Other income | 168,102 | 233,726 |
Total other income, net | 14,565,146 | 7,147,596 |
Income before provision for income taxes | 49,711,113 | 18,836,209 |
Provision for income taxes | 3,886,785 | 8,816,412 |
Net income | 45,824,328 | 10,019,797 |
Net income (loss) attributable to noncontrolling interests | 20,022,486 | (1,433,730) |
Net income attributable to Apollo Medical Holdings, Inc. | $ 25,801,842 | $ 11,453,527 |
Earnings per share - basic | $ 1.01 | $ 0.46 |
Earnings per share - diluted | $ 0.90 | $ 0.41 |
Weighted average shares of common stock outstanding - basic | 25,525,786 | 24,673,081 |
Weighted average shares of common stock outstanding -diluted | 28,661,735 | 27,970,431 |
Consolidated Statements of Mezz
Consolidated Statements of Mezzanine and Shareholders’ Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interests [Member] | Noncontrolling Interests [Member]MEZZANINE [Member] |
Balance at Dec. 31, 2015 | $ 84,499,032 | $ 23,975 | $ 76,294,898 | $ 7,773,162 | $ 406,997 | $ 161,028,806 |
Balance (in shares) at Dec. 31, 2015 | 23,974,744 | |||||
Net income (loss) | 10,019,797 | $ 0 | 0 | 11,453,527 | 994,049 | (2,427,779) |
Shares repurchased | (107,500) | $ (7) | (107,493) | 0 | 0 | (410,000) |
Shares repurchased (in shares) | (7,356) | |||||
Shares issued in connection with acquisitions | 5,155,000 | $ 677 | 5,154,323 | 0 | 0 | 0 |
Shares issued in connection with acquisitions (in shares) | 677,431 | |||||
Shares issued for cash and exercise of options | 6,016,850 | $ 423 | 6,016,427 | 0 | 0 | 3,321,850 |
Shares issued for cash and exercise of options (in shares) | 423,134 | |||||
Share-based compensation | 596,191 | $ 0 | 596,191 | 0 | 0 | 1,358,047 |
Distribution of derivative assets - warrants | 0 | |||||
Noncontrolling interest capital change | (110,000) | 0 | 0 | 0 | (110,000) | 1,234,630 |
Dividends | (20,909,429) | 0 | 0 | (20,000,000) | (909,429) | (1,250,000) |
Balance at Dec. 31, 2016 | 87,587,720 | $ 25,068 | 87,954,346 | (773,311) | 381,617 | 162,855,554 |
Balance (in shares) at Dec. 31, 2016 | 25,067,953 | |||||
Net income (loss) | 45,824,328 | 0 | 25,801,842 | 1,550,274 | 18,472,212 | |
Shares repurchased | (1,652,286) | $ (133) | (1,652,153) | 0 | 0 | (1,523,550) |
Shares repurchased (in shares) | (132,752) | |||||
Shares issued for cash and exercise of options | 2,059,533 | $ 233 | 2,059,300 | 0 | 0 | 266,000 |
Shares issued for cash and exercise of options (in shares) | 232,254 | |||||
Share-based compensation | 1,933,588 | $ 0 | 1,933,588 | 0 | 0 | 809,528 |
Distribution of derivative assets - warrants | (5,294,000) | 0 | 0 | (5,294,000) | 0 | 0 |
Noncontrolling interest capital change | 859,430 | 0 | 0 | 859,430 | 0 | |
Dividends | (19,697,923) | 0 | 0 | (18,000,000) | (1,697,923) | (8,750,000) |
Reclassification of liability for unissued shares to equity | 1,237,650 | $ 508 | 1,237,142 | 0 | 0 | 0 |
Reclassification of liability for unissued shares to equity (in shares) | 508,135 | |||||
Effect of share exchange in Merger | 64,421,383 | $ 6,109 | 61,273,274 | 0 | 3,142,000 | 0 |
Effect of share exchange in Merger (in shares) | 6,109,205 | |||||
Shares issued upon conversion of Alliance Note | 5,376,215 | $ 520 | 5,375,695 | 0 | 0 | 0 |
Shares issued upon conversion of Alliance Note (in shares) | 520,081 | |||||
Balance at Dec. 31, 2017 | $ 164,183,426 | $ 32,305 | $ 158,181,192 | $ 1,734,531 | $ 4,235,398 | $ 172,129,744 |
Balance (in shares) at Dec. 31, 2017 | 32,304,876 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | ||
Net income | $ 45,824,328 | $ 10,019,797 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 19,075,353 | 18,114,440 |
Impairment of goodwill and intangibles | 2,431,791 | 324,306 |
Share-based compensation | 2,743,116 | 1,954,238 |
Unrealized gain from investment in equity securities | (86,005) | 0 |
Gain on settlement of preexisting note receivable from ApolloMed | (921,938) | 0 |
Gain from investments - fair value adjustments | (13,697,018) | 0 |
Change in fair value of derivative instrument | 44,886 | (1,722,221) |
Loss (income) from equity method investments | 1,112,541 | (4,748,542) |
Deferred tax | (20,675,807) | (3,009,779) |
Changes in operating assets and liabilities, net of acquisition amounts: | ||
Change in restricted cash | 95,456 | (756) |
Receivable, net | 10,702,753 | 8,703,162 |
Prepaid expenses and other current assets | 1,260,064 | (172,311) |
Other assets | (220,925) | (63,353) |
Accounts payable and accrued expenses | (3,687,022) | 1,927,121 |
Capitation incentives payable | 1,878,355 | 5,182,665 |
Medical liabilities | 5,661,313 | 2,945,946 |
Income taxes payable | 388,138 | (17,540,939) |
Net cash provided by operating activities | 51,929,379 | 21,913,774 |
Cash flows from investing activities | ||
Cash acquired in the Merger | 36,367,555 | 0 |
Cash received from consolidation of VIE | 228,287 | 0 |
Purchases of marketable securities | (5,283) | (10,447) |
Restricted cash | (18,000,000) | 0 |
Proceeds from loans receivable | 200,000 | 0 |
Advances on loans receivable | (10,000,000) | 0 |
Advances to related parties - loans receivable | 0 | (200,000) |
Dividends received from equity method investments | 1,240,000 | 2,000,000 |
Proceeds on sale of investments - cost method | 25,000 | 0 |
Purchases of investments - cost method | 0 | (5,000,000) |
Purchases of investments - equity method | 0 | (2,440,000) |
Purchases of property and equipment | (2,084,770) | (3,306,294) |
Net cash provided by (used in) investing activities | 7,970,789 | (8,956,741) |
Cash flows from financing activities | ||
Repayment of loan payable - related party | 0 | (600,000) |
Dividends paid | (10,447,923) | (26,659,119) |
Change in noncontrolling interest capital | 0 | 1,124,320 |
Borrowings on line of credit | 5,000,000 | 0 |
Advances by NMM to ApolloMed prior to the Merger | (9,000,000) | 0 |
Principal payments on bank loan | 0 | (1,477,561) |
Payment of capital lease obligations | (102,348) | (181,008) |
Proceeds from exercise of stock options included in liabilities | 425,025 | 0 |
Proceeds from exercise of stock options | 164,797 | 260,000 |
Proceeds from common stock offering | 2,160,736 | 10,903,700 |
Repurchase of common shares | (3,175,836) | (517,500) |
Net cash used in financing activities | (14,975,549) | (17,147,168) |
Net increase (decrease) in cash and cash equivalents | 44,924,619 | (4,190,135) |
Cash and cash equivalents, beginning of year | 54,824,580 | 59,014,715 |
Cash and cash equivalents, end of year | 99,749,199 | 54,824,580 |
Supplemental disclosures of cash flow information | ||
Cash paid for income taxes | 24,362,223 | 29,366,184 |
Cash paid for interest | 51,043 | 61,589 |
Supplemental disclosures of non-cash investing and financing activities | ||
Stock issued in connection with acquisitions | 0 | 5,155,000 |
Deferred tax liability adjusted to goodwill | 0 | 977,817 |
Equipment purchased with capital lease | 0 | 186,092 |
Dividends declared included in dividends payable and restricted cash | 18,000,000 | 0 |
Distribution of warrants to former NMM shareholders | 5,294,000 | 0 |
Issuance of common stock upon conversion of debt and accrued interest | 5,376,215 | 0 |
Reclassification of liability for unissued common shares payable to equity | 1,237,650 | 0 |
Reclassification of fiduciary cash to payable | 966,698 | 1,313,395 |
Unvested Stock Compensation [Member] | ||
Supplemental disclosures of non-cash investing and financing activities | ||
Non-cash purchase consideration for acquisition | 187,333 | 0 |
Preferred Stock [Member] | ||
Supplemental disclosures of non-cash investing and financing activities | ||
Non-cash purchase consideration for acquisition | 19,118,000 | 0 |
Equity [Member] | ||
Supplemental disclosures of non-cash investing and financing activities | ||
Non-cash purchase consideration for acquisition | 61,092,050 | 0 |
Network Medical Management, Inc. [Member] | ||
Supplemental disclosures of non-cash investing and financing activities | ||
Non-cash purchase consideration for acquisition | $ 5,129,000 | $ 0 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parenthetical) - APA ACO Inc [Member] | Dec. 31, 2017 | Dec. 31, 2016 |
Equity Method Investment, Ownership Percentage | 50.00% | |
Network Medical Management, Inc. [Member] | ||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business Apollo Medical Holdings, Inc. (“ApolloMed”), entered into an Agreement and Plan of Merger dated as of December 21, 2016 (as amended on March 30, 2017 and October 17, 2017) (the “Merger Agreement”) among ApolloMed, Apollo Acquisition Corp., a California corporation and wholly-owned subsidiary of ApolloMed, (“Merger Subsidiary”), Network Medical Management, Inc. (“NMM”), and Kenneth Sim, M.D., not individually but in his capacity as the representative of the shareholders of NMM (the “Merger”). The Merger closed and became effective on December 8, 2017 (the “Closing”) (see Note 3). As a result of the Merger, NMM is now a wholly-owned subsidiary of ApolloMed and the former NMM shareholders own a majority of the issued and outstanding common stock of ApolloMed and control of the Board of ApolloMed. For accounting purposes, the Merger is treated as a “reverse acquisition” and NMM is considered the accounting acquirer and ApolloMed the accounting acquiree. Accordingly, as of the Closing, NMM’s historical results of operations replaced ApolloMed’s historical results of operations for all periods prior to the Merger, and the results of operations of both companies are included in the accompanying consolidated financial statements for all periods following the Merger. Effective as of the Closing, ApolloMed’s board of directors approved a change in ApolloMed’s fiscal year end from March 31 to December 31, to correspond with NMM’s fiscal year end prior to the Merger. The combined company, following the Merger, together with its affiliated physician groups and consolidated entities (collectively, the “Company”) is a physician-centric integrated population health management company working to provide coordinated, outcomes-based medical care in a cost-effective manner and serves patients in California, the majority of whom are covered by private or public insurance such as Medicare, Medicaid and health maintenance organizations (“HMOs”), with a small portion of our revenue coming from non-insured patients. The Company provides care coordination services to each major constituent of the healthcare delivery system, including patients, families, primary care physicians, specialists, acute care hospitals, alternative sites of inpatient care, physician groups and health plans. The Company’s physician network consists of primary care physicians, specialist physicians and hospitalists. The Company operates primarily through the following subsidiaries of ApolloMed: NMM, Apollo Medical Management, Inc. (“AMM”), APA ACO, Inc. (“APAACO”) and Apollo Care Connect, Inc. (“Apollo Care Connect”), and their consolidated entities. NMM was formed in 1994 as a management service organization (“MSO”) for the purposes of providing management services to medical companies and independent practice associations (“IPAs”). The management services cover primarily billing, collection, accounting, administrative, quality assurance, marketing, compliance and education. Allied Physicians of California IPA, a Professional Medical Corporation d.b.a. Allied Pacific of California IPA, a Professional Medical Corporation d.b.a. Allied Pacific of California (“APC”) was incorporated on August 17, 1992 for the purpose of arranging health care services as an IPA. APC has contracts with various health maintenance organizations (“HMOs”) or licensed health care service plans as defined in the California Knox-Keene Health Care Service Plan Act of 1975. Each HMO negotiates a fixed amount per member per month (“PMPM”) that is to be paid to APC. In return, APC arranges for the delivery of health care services by contracting with physicians or professional medical corporations for primary care and specialty care services. APC assumes the financial risk of the cost of delivering health care services in excess of the fixed amounts received. Some of the risk is transferred to the contracted physicians or professional corporations. The risk is also minimized by stop-loss provisions in contracts with HMOs. On July 1, 1999, APC entered into an amended and restated management and administrative services agreement with NMM (initial management services agreement was entered into in 1997) for an initial fixed term of 30 4.95 6.29 Concourse Diagnostic Surgery Center, LLC (“CDSC”) was formed on March 25, 2010 in the state of California. CDSC is an ambulatory surgery center in City of Industry, California, is organized by a group of highly qualified physicians, and the surgical center utilizes some of the most advanced equipment in Eastern Los Angeles County and San Gabriel Valley. The facility is Medicare Certified and accredited by the Accreditation Association for Ambulatory Healthcare, Inc. During 2011, APC invested $ 625,000 41.59 43.80 43.43 APC-LSMA was formed on October 15, 2012 as a designated shareholder professional corporation and Dr. Thomas Lam, a shareholder, Chief Executive and Financial Officer of APC and Co-CEO of ApolloMed is a nominee shareholder of APC. APC makes all the investment decisions on behalf of APC-LSMA, funds these investments and receives all the distributions from the investments. APC has the obligation to absorb losses or rights to receive benefits from all the investments made by APC-LSMA. APC-LSMA’s sole function is to act as the nominee shareholder for APC in other California medical professional corporations. Therefore, APC-LSMA is controlled and consolidated by APC who is the primary beneficiary of this VIE. The only activity of APC-LSMA is to hold the investments in medical corporations, which includes: The IPA line of business of LaSalle Medical Associates (“LMA”), Pacific Medical Imaging and Oncology Center, Inc. (“PMIOC”), Diagnostic Medical Group (“DMG”) and AHMC International Cancer Center (“ICC”). ICC was formed on September 2, 2010 in the state of California. ICC is a Professional Medical California Corporation and has entered into agreements with organizations such as HMOs, IPAs, medical groups and other purchasers of medical services for the arrangement of services to subscribers or enrollees. On November 15, 2016, APC-LSMA, a holding company of APC, agreed to purchase and acquire from ICC 40 400,000 Universal Care Acquisition Partners, LLC (“UCAP”), a 100 APAACO, jointly owned by NMM and AMM, participates in the next generation accountable care organization model (“NGACO Model”) of the Centers for Medicare & Medicaid Services (“CMS”) as of January 2017. The NGACO Model is a new CMS program that allows provider groups to assume higher levels of financial risk and potentially achieve a higher reward from participating in this new attribution-based risk sharing model. In addition to APAACO, NMM and AMM operated three accountable care organizations (“ACOs”) that participated in the Medicare Shared Savings Program (“MSSP”), the goal of which is to improve the quality of patient care and outcomes through more efficient and coordinated approach among providers. MSSP revenues are uncertain, and, if such amounts are payable by CMS, they will be paid on an annual basis significantly after the time earned, and are contingent on various factors, including achievement of the minimum savings rate for the relevant period. Such payments are earned and made on an “all or nothing” basis. In 2012, ApolloMed formed an ACO, ApolloMed Accountable Care Organization, Inc. (“ApolloMed ACO”) to participate in the MSSP. On November 11, 2015, NMM, ACO Acquisition Corporation, and APCN-ACO, A Medical Professional Corp. (“APCN-ACO”) entered into a reorganization agreement whereby ACO Acquisition Corporation, a newly organized entity in which NMM is its sole shareholder, merged with APCN-ACO, effective on January 8, 2016, resulting in APCN-ACO becoming a wholly owned subsidiary of NMM (see Note 3). On December 18, 2016, NMM, ACO Acquisition Corporation #2, and Allied Physicians ACO, LLC (“AP-ACO”) entered into a reorganization agreement whereby ACO Acquisition Corporation #2, a newly organized entity in which NMM is its sole shareholder, merged into AP-ACO, effective on December 20, 2016, resulting in AP-ACO becoming a wholly owned subsidiary of NMM (see Note 3). As the Company is transitioning to the NGACO Model, patients and physicians with the three ACOs have substantially been transferred to APAACO. Effective on December 31, 2017, APCN-ACO’s MSSP participation agreement with CMS was terminated. Effective on December 31, 2016, AP-ACO’s MSSP participation agreement with CMS was terminated. Effective on December 31, 2017, ApolloMed ACO’s MSSP participation agreement with CMS was terminated. AMM, a wholly-owned subsidiary of ApolloMed, manages affiliated medical groups, which consist of ApolloMed Hospitalists (“AMH”), a hospitalist company, Southern California Heart Centers (“SCHC”), Bay Area Hospitalist Associates (“BAHA”), a medical corporation, ApolloMed Care Clinic (“ACC”) and AKM Medical Group, Inc. (“AKM”). AMH provides hospitalist, intensivist and physician advisor services. SCHC is a specialty clinic that focuses on cardiac care and diagnostic testing. BAHA operates a hospitalist, intensivist and post-acute care practice with a presence at three acute care hospitals, one long-term acute care hospital and several skilled nursing facilities. ACC and AKM are no longer active to any material extent. Apollo Care Connect, a wholly-owned subsidiary of ApolloMed, provides a cloud and mobile-based population health management platform that includes digital care plans, a case management module, connectivity with multiple healthcare tracking devices and the ability to integrate with multiple electronic health records to capture clinical data. ApolloMed also has a controlling interest in Apollo Palliative Services, LLC (“APS”), which owns two Los Angeles-based companies, Best Choice Hospice Care, LLC (“BCHC”) and Holistic Care Home Health Agency, Inc. (“HCHHA”) and provides palliative care services. ApolloMed also operated Pulmonary Critical Care Management, Inc. (“PCCM”) and Verdugo Medical Management, Inc. (“VMM”), which operated as physician practice management companies. PCCM and VMM are no longer active to any material extent. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies The Company’s consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated balance sheet as of December 31, 2017 includes the accounts of ApolloMed, its consolidated subsidiaries AMM, APAACO and Apollo Care Connect, and their consolidated entities NMM, NMM’s consolidated VIE, APC and its subsidiary UCAP and APC’s consolidated VIEs, CDSC, APC-LSMA and ICC. The consolidated statement of income for 2017 includes NMM, NMM’s consolidated VIE, APC and its subsidiary UCAP and APC’s consolidated VIEs, CDSC, APC-LSMA and ICC for the year ended December 31, 2017 and ApolloMed, its consolidated subsidiaries AMM, APAACO and Apollo Care Connect for the period from December 8, 2017 through December 31, 2017. The consolidated balance sheet as of December 31, 2016 and statement of income for the year ended December 31, 2016 include the accounts of NMM, its consolidated subsidiaries APCN-ACO and AP-ACO, NMM’s consolidated VIE, APC, its subsidiary UCAP and APC’s consolidated VIEs, CDSC and APC-LSMA. All material intercompany balances and transactions have been eliminated in consolidation. The Company uses the acquisition method of accounting for all business combinations, which requires assets and liabilities of the acquiree to be recorded at fair value, to measure the fair value of the consideration transferred, including contingent consideration, to be determined on the acquisition date, and to account for acquisition related costs separately from the business combination. The Company operates as one reportable segment, the healthcare delivery segment, and implements and operates innovative health care models to create a patient-centered, physician-centric experience. The Company reports its consolidated financial statements in the aggregate, including all activities in one reportable segment. The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include collectability of receivables, recoverability of long-lived and intangible assets, business combination and goodwill valuation and impairment, accrual of medical liabilities (including incurred, but not reported (“IBNR”) claims), determination of full-risk and shared-risk revenue, income taxes and valuation of share-based compensation. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates and assumptions. Certain amounts disclosed in prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported revenue, net income, cash flows or total assets. Cash and cash equivalents primarily consist of money market funds and certificates of deposit. The Company considers all highly liquid investments that are both readily convertible into known amounts of cash and mature within ninety days from their date of purchase to be cash equivalents. The Company maintains its cash in deposit accounts with several banks, which at times may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company believes it is not exposed to any significant credit risk on its cash and cash equivalents. As of December 31, 2017 and 2016, the Company’s deposit accounts with banks exceeded the FDIC’s insured limit by approximately $ 135.3 74.2 At times, APC is required to maintain a reserve fund by certain health plans, which are held in a certificate of deposit accounts with initial maturities of six months at the date of purchase. Restricted cash also consists of cash held as collateral to secure standby letters of credits as required by certain contracts. The certificates have an interest rate ranging from 0.05 0.10 18,005,661 101,132 18,000,000 In addition, as of December 31, 2017, there is $ 745,235 As of December 31, 2017 and 2016, APC recorded fiduciary cash of $ 2,017,437 1,050,739 The appropriate classification of investments is determined at the time of purchase and such designation is reevaluated at each balance sheet date. Investments in marketable securities have been classified and accounted for as held-to-maturity based on management’s investment intentions relating to these securities. Held-to-maturity marketable securities are stated at amortized cost, which approximates fair value. As of December 31, 2017 and 2016, short-term marketable securities in the amount of $ 1,143,095 1,051,807 The Company’s receivables are comprised of accounts receivable, capitation and claims receivable, risk pool, incentive receivables and other receivables. Accounts receivable are recorded and stated at the amount expected to be collected. Capitation and claims receivable relate to the health plan’s capitation, which is received by the Company in the following month of service. Risk pool and incentive receivables mainly consist of the Company’s full risk pool receivable that is only recorded when expected cash receipts are known or when actual cash is received from a certain MSO that serves as the management company for the hospitals in the risk pools. Other receivables include fee-for-services (“FFS”) reimbursement for patient care, certain expense reimbursements, transportation reimbursements from the hospitals, and based on invoices sent to the subcontracted IPA for stop loss insurance premium reimbursements. The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company also regularly analyses the ultimate collectability of accounts receivable after certain stages of the collection cycle using a look-back analysis to determine the amount of receivables subsequently collected and adjustments are recorded when necessary. Reserves are recorded primarily on a specific identification basis. Amounts are recorded as a receivable when the Company is able to determine amounts receivable under these contracts and/or agreements based on information provided and collection is reasonably likely to occur. The Company continuously monitors its collections of receivables and its policy is to write off receivables when they are determined to be uncollectible. The Company has not incurred credit losses related to receivables. As of December 31, 2017 or 2016, the Company recorded an allowance for doubtful accounts of $ 407,953 0 For The Years Ended 2017 2016 Payor A 14.1 % 14.4 % Payor B 18.1 % 17.8 % Payor C 11.1 % 12.3 % Payor D 11.3 % 14.0 % The Company had major payors that contributed to the following percentage of receivables before the allowance for doubtful accounts: As of December 31, 2017 2016 Payor D 23.8 % 37.4 % Payor E 30.5 % 47.1 % Land is carried at cost and is not depreciated as it is considered to have an infinite useful life. Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation and amortization. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets ranging from three to ten years. Leasehold improvements are amortized on a straight-line basis over the shorter of the terms of the respective leases or the expected useful lives of those improvements. Maintenance and repairs are charged to expense as incurred. Upon sale or retirement, the asset cost and related accumulated depreciation and amortization is removed from the accounts, and any related gain or loss is included in the determination of consolidated net income. The Company’s financial instruments consist of cash and cash equivalents, fiduciary cash, restricted cash, investment in marketable securities, accounts receivable, loans receivable related parties, derivative asset (warrants), accounts payable, certain accrued expenses, bank loan, loan payable related party and the line of credit. The carrying values of the financial instruments classified as current in the accompanying consolidated balance sheets are considered to be at their fair values, due to the short maturity of these instruments. The carrying amount of the loan receivables long term and line of credit approximates fair value as they bear interest at rates that approximate current market rates for debt with similar maturities and credit quality. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 Level 2 Level 3 Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Money market accounts* $ 41,231,405 $ - $ - $ 41,231,405 Marketable securities certificates of deposit 1,057,090 - - 1,057,090 Marketable securities equity securities 86,005 - - 86,005 Total $ 42,374,500 $ - $ $ 42,374,500 The carrying amounts and fair values of the Company’s financial instruments as of December 31, 2016 are presented below: Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Money market accounts* $ 42,553,887 $ - $ - $ 42,553,887 Marketable securities certificates of deposit 1,051,807 - - 1,051,807 Derivative asset (warrants) - - 5,338,886 5,338,886 Total $ 43,605,694 $ - $ 5,338,886 $ 48,944,580 * Included in cash and cash equivalents There was no Level 3 input measured on a non-recurring basis for the years ended December 31, 2017 and 2016. Derivative Balance at January 1, 2015 $ 2,088,889 Fair value of warrants acquired in ApolloMed 1,527,776 Change in fair value of warrant liabilities 1,722,221 Balance at December 31, 2016 5,338,886 Change in fair value of warrant liabilities (44,886) Balance at Merger 5,294,000 Distribution to former NMM shareholders (5,294,000) Balance at December 31, 2017 $ - The fair value of the warrant derivative asset of approximately $ 5.3 3.79 4.24 1.67 1.76 63.0 62.5 7.50 0 1.5 5 1.2 69.9 5.93 0 The fair value of the warrant derivative asset of approximately $ 5.3 2.85 3.31 1.90 39.24 40.26 9.99 0 There have been no changes in Level 1, Level 2, or Level 3 classification and no changes in valuation techniques for these assets for the years ended December 31, 2017 and 2016. Intangible assets with finite lives include network/payor relationships, management contracts and member relationships and are stated at cost, less accumulated amortization and impairment losses. These intangible assets are amortized on the accelerated method using the discounted cash flow rate. Intangible assets with finite lives also include patent management platform and tradename/trademarks whose valuations were determined using the cost to recreate method and the relief from royalty method, respectively. These assets are stated at cost, less accumulated amortization and impairment losses and is amortized using the straight-line method. Finite-lived intangibles and long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the expected future cash flows from the use of such assets (undiscounted and without interest charges) are less than the carrying value, a write-down would be recorded to reduce the carrying value of the asset to its estimated fair value. Fair value is determined based on appropriate valuation techniques. The Company determined that there was no impairment of its finite-lived intangible or long-lived assets during the years ended December 31, 2017 and 2016; however, the Company wrote off the remaining carrying value of the intangible assets of APCN-ACO and AP-ACO of $ 2,431,791 Under FASB ASC 350, Intangibles Goodwill and Other At least annually, at the Company’s fiscal year end, management assesses whether there has been any impairment in the value of goodwill by first comparing the fair value to the net carrying value of the reporting unit. If the carrying value exceeds its estimated fair value, a second step is performed to compute the amount of the impairment. The Company has determined it has four reporting units, which are comprised of (1) provider services, (2) management services, (3) IPA, and (4) ACO. An impairment loss is recognized if the implied fair value of the asset being tested is less than its carrying value. In this event, the asset is written down accordingly. The fair values of goodwill are determined using valuation techniques based on estimates, judgments and assumptions management believes are appropriate in the circumstances. At least annually, indefinite-lived intangible assets are tested for impairment. Impairment for intangible assets with indefinite lives exists if the carrying value of the intangible asset exceeds its fair value. The fair values of indefinite-lived intangible assets are determined using valuation techniques based on estimates, judgments and assumptions management believes are appropriate in the circumstances. During the year ended December 31, 2016, the Company recorded an impairment charge of $ 316,610 Equity Method The Company accounts for certain investments using the equity method of accounting when it is determined that the investment provides the Company with the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the investee and is recognized in the accompanying consolidated statements of income under “Income from equity method investments” and also is adjusted by contributions to and distributions from the investee. Equity method investments are subject to impairment evaluation. No impairment loss was recorded on equity method investments for the years ended December 31, 2017 and 2016. Cost Method The Company uses the cost method to account for investments in companies for which it does not exercise significant influence or control. The Company reviews its investments in other entities accounted under the cost method to determine whether events or changes in circumstances indicate that the investment carrying amount may not be recoverable. The primary factors the Company considers in its determination are the financial condition, operating performance and near-term prospects of the investee. If the decline in value is deemed to be other than temporary, the Company would recognize an impairment loss. No impairment loss was recorded on investments accounted under the cost method for the years ended December 31, 2017 and 2016. APC, APAACO and MMG are responsible for integrated care that the associated physicians and contracted hospitals provide to its enrollees. APC, APAACO and MMG provide integrated care to HMOs, Medicare and Medi-cal enrollees through a network of contracted providers under sub-capitation and direct patient service arrangements. Medical costs for professional and institutional services rendered by contracted providers are recorded as cost of services expenses in the accompanying consolidated statements of income. An estimate of amounts due to contracted physicians, hospitals, and other professional providers is included in medical liabilities in the accompanying consolidated balance sheets. Medical liabilities include claims reported as of the balance sheet date and estimates IBNR claims. Such estimates are developed using actuarial methods and are based on numerous variables, including the utilization of health care services, historical payment patterns, cost trends, product mix, seasonality, changes in membership, and other factors. As APAACO’s NGACO program is new and not sufficient claims history is available, the medical liabilities for the NGACO program are estimated and recorded at 100 Revenue primarily consists of capitation revenue, risk pool settlements and incentives, NGACO All-Inclusive Population-Based Payments (“AIPBP”) revenue, management fee income, MSSP surplus revenue and FFS revenue. Revenue is recorded in the period in which services are rendered. The form of billing and related risk of collection for such services may vary by type of revenue and the customer. The following is a summary of the principal forms of the Company’s billing arrangements and how revenue is recognized for each. Capitation, net Managed care revenues of the Company consist primarily of capitated fees for medical services provided by the Company under either provider service agreements (each, a “PSA”) or capitated arrangements directly made with various managed care providers including HMOs and MSOs. Capitation revenue under the PSAs and HMO contracts is prepaid monthly to the Company based on the number of enrollees electing the Company as their healthcare provider. Capitation revenue is recognized in the month in which the Company is obligated to provide services. Minor ongoing adjustments to prior months’ capitation, primarily arising from contracted HMOs finalizing of monthly patient eligibility data for additions or subtractions of enrollees, are recognized in the month they are communicated to the Company. Additionally, Medicare pays capitation using a “Risk Adjustment model,” which compensates managed care organizations and providers based on the health status (acuity) of each individual enrollee. Health plans and providers with higher acuity enrollees will receive more and those with lower acuity enrollees will receive less. Under Risk Adjustment, capitation is determined based on health severity, measured using patient encounter data. Capitation is paid on a monthly basis based on data submitted for the enrollee for the preceding year and is adjusted in subsequent periods after the final data is compiled. Positive or negative capitation adjustments are made for Medicare enrollees with conditions requiring more or less healthcare services than assumed in the interim payments. Since the Company cannot reliably predict these adjustments, periodic changes in capitation amounts earned as a result of Risk Adjustment are recognized when those changes are communicated by the health plans to the Company. Risk Pool Settlements and Incentives The Company enters into full risk capitation arrangements with certain health plans and local hospitals, which are administered by a third party, where the hospital is responsible for providing, arranging and paying for institutional risk and the Company is responsible for providing, arranging and paying for professional risk. Under a full risk pool sharing agreement, the Company generally receives a percentage of the net surplus from the affiliated hospital’s risk pools with HMOs after deductions for the affiliated hospitals costs. Advance settlement payments are typically made quarterly in arrears if there is a surplus. However, due to the uncertainty around the settlement of the related IBNR reserve, the Company only recognizes any excess IBNR reserve on settlement as risk pool settlement revenue when such amounts are known. Any excess IBNR is normally settled and paid after a period of approximately one year from the related service period. Under capitated arrangements with certain HMOs, the Company participates in one or more shared risk arrangements relating to the provision of institutional services to enrollees (shared risk arrangements) and thus can earn additional revenue or incur losses based upon the enrollee utilization of institutional services. Shared risk capitation arrangements are entered into with certain health plans, which are administered by the health plan, where the Company is responsible for rendering professional services, but the health plan does not enter into a capitation arrangement with a hospital and therefore the health plan retains the institutional risk. Shared risk deficits, if any, should not be payable until and unless we generate (and only to the extent of any) risk sharing surpluses. At the termination of the HMO contract, any accumulated deficit should be extinguished. Due to the lack of access to information necessary to estimate the related costs, shared-risk amounts receivable from the HMO are only recorded when such amounts are known. Risk pools for the prior contract years are generally final settled in the third or fourth quarter of the following year. In addition to risk-sharing revenues, the Company also receives incentives under “pay-for-performance” programs for quality medical care, based on various criteria. As an incentive to control enrollee utilization and to promote quality care, certain HMOs have designed the quality incentive programs and commercial generic pharmacy incentive programs to compensate the Company for efforts it takes to improve the quality of services and for efficient and effective use of pharmacy supplemental benefits provided to the HMO’s members. The incentive programs track specific performance measures and calculate payments to the Company based on the performance measures. These incentives are generally recorded in the third and fourth quarters of the fiscal year and recorded when such amounts are known. NGACO AIPBP Revenue Under the NGACO Model, CMS grants the Company a pool of patients to manage (direct care and pay providers) based on a budget established with CMS. The Company is responsible for managing medical costs for these patients. The patients will receive services from physicians and other medical service providers that are both in-network and out-of-network. The Company receives capitation from CMS on a monthly basis to pay claims from in-network providers. The Company records such capitation received from CMS as revenue as the Company is primarily responsible and liable for managing the patient care and for satisfying provider obligations, is assuming the credit risk for the services provided by in-network providers through its arrangement with CMS, and has control of the funds, the services provided and the process by which the providers are ultimately paid. Claims from out-of-network providers are processed or paid by CMS and the Company’s profits or losses in managing the services provided by out-of-network providers are generally determined on an annual basis after reconciliation with CMS. Pursuant to the Company’s risk share agreement with CMS, the Company will be eligible to receive the surplus or be liable for the deficit according to the budget established by CMS based on the Company’s efficiency or lack thereof, respectively, in managing how the patients assigned to the Company by CMS are served by in-network and out-of-network providers. The Company’s profits or losses on providing such services are both capped by CMS. The Company will recognize such surplus or deficit upon substantial completion of reconciliation and determination of the amounts. In accordance with ASC 605-45-45, “Revenue Recognition: Principal Agent Considerations” the Company records such revenues on the gross basis. The Company also has arrangements for billing and payment services with the medical providers within the NGACO network. The Company retains certain defined percentages of the payments made to the providers in exchange for using the Company’s billing and payment services. The revenue for this service is earned as payments are made to medical providers. APAACO and CMS entered into a Next Generation ACO Model Participation Agreement (the “Participation Agreement”) with a term of two performance years through December 31, 2018. CMS may offer to renew the Participation Agreement for additional terms of two performance years. For each performance year, the Company shall submit to CMS its selections for risk arrangement; the amount of a savings/loss cap; alternative payment mechanism; benefits enhancements, if any; and its decision regarding voluntary alignment under the NGACO Model. The Company must obtain CMS consent before voluntarily discontinuing any benefit enhancement during a performance year. For each performance year, CMS shall pay the Company in accordance with the alternative payment mechanism, if any, for which CMS has approved the Company; the risk arrangement for which the Company has been approved by CMS; and as otherwise provided in the Participation Agreement. Following the end of each performance year, and at such other times as may be required under the Participation Agreement, CMS will issue a settlement report to the Company setting forth the amount of any shared savings or shared losses and the amount of other monies owed. If CMS owes the Company shared savings or other monies owed, CMS shall pay the Company in full within 30 days after the date on which the relevant settlement report is deemed final, except as provided in the Participation Agreement. If the Company owes CMS shared losses or other monies owed as a result of a final settlement, the Company shall pay CMS in full within 30 days after the relevant settlement report is deemed final. If the Company fails to pay the amounts due to CMS in full within 30 days after the date of a demand letter or settlement report, CMS shall assess simple interest on the unpaid balance at the rate applicable to other Medicare debts under current provisions of law and applicable regulations. In addition, CMS and the U.S. Department of the Treasury may use any applicable debt collection tools available to collect any amounts owed by the Company. The Company participates in the All-Inclusive Population-Based Payments (“AIPBP”) track of the NGACO Model. Under the AIPBP track, CMS estimates the total annual expenditures for APAACO’s assigned patients and pays that projected amount to us in monthly installments, and we are responsible for all Part A and Part B costs for in-network participating providers and preferred providers contracted by us to provide services to the assigned patients. In October 2017, CMS notified the Company that it has not been renewed for participation in the AIPBP payment mechanism of the NGACO Model for performance year 2018 due to certain alleged deficiencies in performance by the Company. In December 2017, the Company received the official decision on reconsideration request that CMS reversed the prior decision against the Company’s continued participation in the AIPBP mechanism. As a result, the Company is eligible for receiving monthly AIPBP payments at a rate of approximately $ 7.3 Management Fee Income Management fee income encompasses fees paid for management, physician advisory, healthcare staffing, administrative and other non-medical services provided by the Company to IPAs, hospitals and other healthcare providers. Such fees may be in the form of billings at agreed-upon hourly rates, percentages of revenue or fee collections, or amounts fixed on a monthly, quarterly or annual basis. The revenue may include variable arrangements measuring factors such as hours staffed, patient visits or collections per visit against benchmarks, and, in certain cases, may be subject to achieving quality metrics or fee collections. Such variable supplemental revenues are recognized as revenue in the period when such amounts are determined to be fixed and therefore contractually obligated as payable by the customer under the terms of the respective agreement. The Company’s MSA revenue also includes revenue sharing payments from the Company’s partners based on their non-medical services. Medicare Shared Savings Program Surplus Revenue The Company participated in the MSSP, which is sponsored by CMS. The goal of the MSSP is to improve the quality of patient care and outcomes through a more efficient and coordinated approach among providers. The MSSP allows ACO participants to share in cost savings it generates in connection with rendering medical services to Medicare patients. Payments to ACO participants, if any, will be calculated annually by CMS on cost savings generated by the ACO participant relative to the ACO participants’ cost savings benchmark. Revenues earned by the Company are uncertain, and, if such amounts are payable by the CMS, they will be paid on an annual basis significantly after the time earned, and will be contingent on various factors, including achievement of the minimum savings rate as determined by MSSP for the relevant period. Such payments are earned and made on an “all or nothing” basis. The Company considers revenue, if any, under the MSSP, as contingent upon the realization of program savings as determined by CMS, and are not considered earned and therefore are not recognized as revenue until notice from CMS that cash payments are to be imminently received. Fee-for-Service Revenue FFS revenue represents revenue earned under contracts in which the Company bills and collects the professional component of charges for medical services rendered by the Company’s contracted physicians. Under the FFS arrangements, the Company bills patients or their third-party payors for services provided and receives payment. FFS revenue is reported net of contractual allowances and policy discounts. All services provided are expected to result in cash flows and are therefore reflected as net revenue in the financial statements. FFS revenue is recognized in the period in which the services are rendered to specific patients and reduced immediately for the estimated impact of contractual allowances in the case of those patients having third-party payor coverage. The recognition of net revenue (gross charges less contractual allowances) from such visits is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to the Company’s billing center for medical coding and entering into the Company’s billing system and the verification of each patient’s submission or representation at the time services are rendered as to the payor(s) responsible for payment of such services. Revenue is recorded based on the information known at the time of entering of such information into the Company’s billing systems as well as an estimate of the revenue associated with medical services. Stop-Loss Provisions Stop-loss insurance limits the cost of medical services for enrollees whose professional care costs exceed a specified level. Stop-loss insurance premiums are reported as medical expenses and insurance recoveries are reported as a reduction of related medical expenses. The Company has purchased stop-loss insurance, which will reimburse the Company for claims from service providers on a per enrollee basis. APC has $ 60,000 20,000 50,000 200,000 Federal and state income taxes are computed at currently enacted tax rates less tax credits using the asset and liability method. Deferred taxes are adjusted both for items that do not have tax consequences and for the cumulative effect of any changes in tax rates from those previously used to determine deferred tax assets or liabilities. Tax provisions include amounts that are currently payable, changes in deferred tax assets and liabilities that arise because of temporary differences between the timing of when items of income and expense are recognized for financial reporting and income tax purposes, changes in the recognition of tax positions and any changes in the valuation allowance caused by a change in judgment about the realizability of the related deferred tax assets. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company uses a recognition threshold of more-likely-than-not and a measurement attribute on all tax positions taken or ex |
Mergers and Acquisitions
Mergers and Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions of non-controlling interest in BAHA | 3. Mergers and Acquisitions On December 8, 2017, (the “Effective Time”) the merger (the “Merger”) of ApolloMed’s wholly-owned subsidiary, Apollo Acquisition Corp., with and into Network Medical Management, Inc. as the surviving entity was completed, in accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of December 21, 2016 (as amended on March 30, 2017 and October 17, 2017), by and among the Company, Merger Sub, NMM and Kenneth Sim, M.D., as the NMM shareholders’ representative. As a result of the Merger, NMM now is a wholly-owned subsidiary of ApolloMed and former NMM shareholders own a majority of the issued and outstanding common stock of the Company and control the Board of ApolloMed. Both companies are considered to be a business under the guidance outlined in ASC 805, Business Combinations. The combined company operates under the Apollo Medical Holdings name. NMM is the larger entity in terms of assets, revenues and earnings. In addition, as of the closing of the Merger, the majority of the board of directors of the combined company was comprised of former NMM directors and directors nominated for election by NMM. Accordingly, ApolloMed is considered to be the legal acquirer (and accounting acquiree) whereas NMM is considered to be the accounting acquirer (and legal acquiree) and, accordingly, the merger transaction is a reverse acquisition. Accordingly, as of the Effective Time, NMM’s historical results of operations replaced ApolloMed’s historical results of operations for all periods prior to the Merger, and the results of operations of both companies will be included in the Company’s financial statements for all periods following the Merger. As of the Effective Time, the Company’s board of directors approved a change in the Company’s fiscal year end from March 31 to December 31, to correspond with NMM’s fiscal year end prior to the Merger. Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding share of NMM common stock converted into the right to receive (i) such number of fully paid and nonassessable shares of ApolloMed’s common stock that resulted in the NMM shareholders having a right to receive an aggregate number of shares of ApolloMed’s common stock that represented 82 2,566,666 850,000 11.00 900,000 10.00 For purposes of calculating the exchange ratio, (A) the aggregate number of shares of ApolloMed common stock held by the NMM shareholders immediately following the Effective Time excluded (i) any shares of ApolloMed common stock owned by NMM shareholders immediately prior to the Effective Time, (ii) the Series A warrant and Series B warrant issued by ApolloMed to NMM to purchase ApolloMed common stock (the “ApolloMed Warrants”) and (iii) any shares of ApolloMed common stock issued or issuable to NMM shareholders pursuant to the exercise of the ApolloMed Warrants, and (B) the total number of issued and outstanding shares of ApolloMed common stock immediately following the Effective Time excluded 520,081 4.99 The consideration for the transaction was 18% of the total issued and outstanding shares of ApolloMed common stock, or 6,109,205 (immediately following the Merger). In addition, the fair value of NMM’s 50 50 5,129,000 Equity consideration (1) $ 61,092,050 Estimated fair value of ApolloMed preferred stock held by NMM (2) 19,118,000 Estimated fair value of NMM’s noncontrolling interest in APAACO (3) 5,129,000 Estimated fair value of the outstanding ApolloMed stock options (4) 187,333 Total estimated purchase consideration $ 85,526,383 (1) Equity consideration Immediately following the Effective Time, pre-Merger ApolloMed stockholders continued to hold an aggregate of 6,109,205 The equity consideration, which represents a portion of the consideration deemed transferred to the pre-Merger ApolloMed stockholders in the Merger, is calculated based on the number of shares of the combined company that the pre-Merger ApolloMed stockholders would own as of the closing of the Merger. Number of shares of the combined company that would be owned by pre-Merger ApolloMed stockholders (1) 6,109,205 Multiplied by the price per share of ApolloMed’s common stock (2) $ 10.00 Equity consideration $ 61,092,050 (1) Represents the number of shares of the combined company that pre-Merger ApolloMed stockholders would own at closing of the Merger. (2) Represents the closing price of ApolloMed’s common stock on December 8, 2017. (2) Estimated fair value of ApolloMed’s preferred shares held by NMM NMM currently owns all the shares of ApolloMed Series A preferred stock and Series B preferred stock, which was acquired prior to the Merger. As part of the Merger, the ApolloMed Series A preferred stock and Series B preferred stock is remeasured at fair value and included as part of the consideration transferred to ApolloMed. The fair value of the Series A preferred stock and Series B preferred stock is reflective of the liquidation preferences, claims of priority and conversion option values thereof. In aggregate, the Series A preferred stock and Series B preferred stock were valued to be $ 19,118,000 2 37.9 1.8 12,745,000 6,373,000 (3) Estimated fair value of NMM’s 50% share of APA ACO Inc. Prior to the Merger, APAACO was owned 50% by ApolloMed and 50% NMM. NMM’s noncontrolling interest in APAACO has been remeasured at fair value as of the closing date and is added to the consideration transferred to ApolloMed as a result of NMM relinquishing its equity investment in APAACO in order to obtain control of ApolloMed. The fair value of NMM’s noncontrolling interest in APAACO has been estimated to be $5,129,000 using the discounted cash flow method and NMM recorded a gain on investment for the same amount to reflect the fair value of this investment prior the Merger. (4) Estimated fair value of the ApolloMed outstanding stock options The estimated fair value of the outstanding ApolloMed stock options is included in consideration transferred in accordance with ASC 805. The outstanding ApolloMed stock options are expected to vest in conjunction with the Merger due to a pre-existing change-of-control provision associated with the awards. There is no future service requirement. Assets acquired Cash and cash equivalents $ 36,367,555 Accounts receivable, net 7,261,588 Other receivables 3,211,028 Prepaid expenses 249,193 Property, plant and equipment, net 1,114,332 Restricted cash 745,220 Fair value of intangible assets acquired 14,984,000 Deferred tax assets 1,387,961 Other assets 217,241 Total assets acquired $ 65,538,118 Liabilities assumed Accounts payable and accrued liabilities $ 8,632,893 Medical liabilities 39,353,540 Line of credit 25,000 Convertible note payable, net 5,376,215 Convertible note payable - related party 9,921,938 Noncontrolling interest 3,142,000 Total liabilities assumed and noncontrolling interest $ 66,451,586 Net liabilities assumed $ (913,468) Goodwill $ 86,439,851 Goodwill is not deductible for tax purposes. The purchase consideration and purchase price allocation are preliminary and subject to change as more information becomes available, which will be finalized as soon as practicable within the measurement period of no later than one year following the Effective Time of the Merger. Convertible Note Payable On March 30, 3017, ApolloMed issued a Convertible Promissory Note to Alliance Apex, LLC (“Alliance Note”) for $ 4,990,000 The Alliance Note was due and payable to Alliance Apex, LLC on (i) March 31, 2018, or (ii) the date on which the Change of Control Transaction (see Note 3 NMM transaction) is terminated, whichever occurs first (“Maturity Date”). 10.00 MMG transaction In conjunction with the Merger, ApolloMed sold to APC-LSMA all the issued and outstanding shares of capital stock of MMG. MMG has historically been included in the consolidated financial statement filed by ApolloMed. APC-LSMA will pay $ 100 400,000 400,000 Pro Forma Combined Historical Results Year Year Net revenues $ 478,873,780 $ 358,180,435 Net income attributable to Apollo Medical Holdings, Inc. $ 9,982,706 $ 1,072,357 Weighted average common shares outstanding: Basic 25,525,786 24,673,081 Earnings per share: basic $ 0.39 $ 0.04 Weighted average common shares outstanding: diluted 28,661,735 27,970,431 Earnings per share: diluted $ 0.35 $ 0.04 The pro forma information has been prepared for comparative purposes only and does not purport to be indicative of what would have occurred had the acquisition actually been made at such date, nor is it necessarily indicative of future operating results. APCN-ACO and ACO Acquisition Corporation On November 11, 2015, NMM, ACO Acquisition Corporation, and APCN-ACO entered into a reorganization agreement whereby ACO Acquisition Corporation, a newly organized entity in which NMM is its sole shareholder, merged with APCN-ACO, effective on January 8, 2016, the date of filing the merger agreement with the California Secretary of State. APCN-ACO operates an ACO, as defined under MSSP, which is comprised of the ACO’s network of independent medical practices. The primary reason for the business combination was for NMM to acquire the member relationships of APCN-ACO. Immediately following the effective date, NMM became the sole shareholder of APCN-ACO. On the effective date, each share of APCN-ACO’s common stock issued and outstanding immediately prior to the effective date, was converted at 0.6 513,205 All of APCN-ACO’s right, title and interest in and to all of its assets as of the effective date were included as part of the merger, including, without limitation, all of the following assets: (i) 75 25 5 25 100 NMM issued 513,205 3,075,000 5.99 The Company accounted for the acquisition as a business combination using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date and be recorded on the consolidated balance sheets. Under the acquisition method of accounting, the total purchase consideration was allocated to the intangible assets acquired with the remainder allocated to goodwill. Goodwill is not deductible for tax purposes. Investments in other entities cost method $ 25,000 Identifiable intangible asset - member relationships 1,738,000 Goodwill 1,679,849 Total assets acquired 3,442,849 Deferred tax liability (367,849) Total liabilities assumed (367,849) Net assets acquired $ 3,075,000 In the view of management, the goodwill recorded in the transaction reflects the Company’s future cash flow expectations and its market position in the healthcare industry. The intangible asset represents $ 1,738,000 7 1,406,131 ACO Acquisition Corporation #2, and Allied Physicians ACO, LLC On December 18, 2016, NMM, ACO Acquisition Corporation #2, and AP-ACO entered into a reorganization agreement whereby ACO Acquisition Corporation #2, a newly organized entity which NMM is its sole shareholder, merged into AP-ACO, effective on December 20, 2016, the date of filing the merger agreement with the California Secretary of State. AP-ACO operates an ACO, as defined under the MSSP, which is comprised of the ACO’s network of independent medical practices. The primary reason for the business combination was for NMM to acquire the member relationships of AP-ACO. Immediately following the effective date, NMM became the sole member of AP-ACO. On the effective date, all of the membership interests of AP-ACO issued and outstanding immediately prior to the effective date were converted on a pro rata basis into 273,710 NMM issued 273,710 109,484 2,080,000 7.60 NMM did not acquire any identifiable tangible assets and did no assume any liabilities as a result of the acquisition. The Company accounted for the acquisition as a business combination using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date and be recorded on the consolidated balance sheets. Under the acquisition method of accounting, the total purchase consideration was allocated to the intangible assets acquired with the remainder allocated to goodwill. Goodwill is not deductible for tax purposes. Identifiable intangible asset - member relationships $ 1,497,000 Goodwill 1,192,968 Total assets acquired 2,689,968 Deferred tax liability (609,968) Total liabilities assumed (609,968) Net assets acquired $ 2,080,000 In the view of management, the goodwill recorded in the transaction reflects the Company’s future cash flow expectations and its market position in the healthcare industry. The intangible asset represents $1,497,000 recognized for the fair value of the member relationships that has an approximate useful life of 5 1,497,000 1,025,660 Prior to the merger between NMM and ApolloMed, AP-ACO had minimal activity; as a result, the Company did not determine it is necessary to present supplemental pro forma information for the year ended December 31, 2016. |
Land, Property and Equipment, N
Land, Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Land, Property and Equipment, Net | 4. Land, Property and Equipment, Net Land, property and equipment, net consisted of: 2017 2016 Land $ 3,300,000 $ 3,300,000 Buildings 2,308,247 2,510,161 Computer software 2,471,015 2,263,805 Furniture and equipment 11,557,683 7,928,054 Construction in progress 744,706 954,470 Leasehold improvements 5,295,700 1,621,605 25,677,351 18,578,095 Less accumulated depreciation and amortization (11,863,045) (8,204,762) Land, property and equipment, net $ 13,814,306 $ 10,373,333 Depreciation and amortization expense was $ 1,538,653 1,445,877 |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Intangible Assets, Net Useful Gross Gross Net Life December 31, Impairment/ December 31, Accumulated December 31, (Years) 2016 Additions Disposal 2017 Amortization 2017 Indefinite Lived Assets: Medicare license N/A $ - $ 1,994,000 $ - $ 1,994,000 $ - $ 1,994,000 Amortized Intangible Assets: Network relationships 11-15 106,660,000 3,223,000 - 109,883,000 (35,842,508) 74,040,492 Management contracts 15 22,832,000 - - 22,832,000 (5,014,886) 17,817,114 Member relationships 5-12 3,235,000 6,696,000 (3,235,000) 6,696,000 (46,500) 6,649,500 Patient management platform 5 - 2,060,000 - 2,060,000 (34,336) 2,025,664 Tradename/trademarks 20 - 1,011,000 - 1,011,000 (4,212) 1,006,788 $ 132,727,000 $ 14,984,000 $ (3,235,000) $ 144,476,000 $ (40,942,442) $ 103,533,558 At December 31, 2016, intangible assets, net consisted of the following: Useful Gross Gross Net Life December 31, Impairment/ December 31, Accumulated December 31, (Years) 2015 Additions Disposal 2016 Amortization 2016 Amortized Intangible Assets: Network relationships 11-15 $ 106,660,000 $ - $ - $ 106,660,000 $ (22,186,665) $ 84,473,335 Management contracts 15 22,832,000 - - 22,832,000 (2,446,286) 20,385,714 Member relationships 5-7 - 3,235,000 - 3,235,000 - 3,235,000 $ 129,492,000 $ 3,235,000 $ - $ 132,727,000 $ (24,632,951) $ 108,094,049 Included in depreciation and amortization on the consolidated statements of income is amortization expense of $ 17,536,700 16,244,563 424,000 During the year ended December 31, 2017, the Company recorded an impairment of member relationship intangible assets with a cost of $ 3,235,000 Amount 2018 $ 16,657,000 2019 14,480,000 2020 12,671,000 2021 10,961,000 2022 9,448,000 Thereafter 37,323,000 $ 101,540,000 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Balance at January 1, 2016 $ 100,851,144 Acquisitions 2,872,817 Impairments (316,610) Balance at December 31, 2016 $ 103,407,351 Acquisitions (Note 3) 86,439,851 Balance at December 31, 2017 $ 189,847,202 |
Investments in Other Entities
Investments in Other Entities | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Other Entities | 7. Investments in Other Entities Equity Method LaSalle Medical Associates LaSalle Medical Associates (“LMA”) was founded by Dr. Albert Arteaga in 1996 and currently operates four neighborhood medical centers employing more than 120 dedicated healthcare professionals, treating children, adults and seniors in San Bernardino County. LMA’s patients are primarily served by Medi-Cal and they also accept Blue Cross, Blue Shield, Molina, Care 1 st 5,000,000 25 948,892 3,857,391 1,000,000 2,000,000 9,452,767 9,503,875 Balance Sheets December 31, 2017 2016 Assets Cash and cash equivalents $ 21,065,105 $ 18,441,306 Receivables, net 2,433,116 3,142,173 Other current assets 1,565,606 1,589,606 Loan receivable 1,250,000 1,250,000 Restricted cash 662,109 657,171 Total assets $ 26,975,936 $ 25,080,256 Liabilities and Stockholders’ Equity December 31, 2017 2016 Current liabilities $ 20,353,337 $ 18,253,224 Stockholders’ equity 6,622,599 6,827,032 Total liabilities and stockholders’ equity $ 26,975,936 $ 25,080,256 Statements of Income Years ended December 31, 2017 2016 Revenues $ 195,143,984 $ 191,530,251 Expenses 188,265,085 164,694,297 Income before provision for income taxes 6,878,899 26,835,954 Provision for income taxes (3,083,333) (11,406,393) Net income $ 3,795,566 $ 15,429,561 PMIOC PMIOC was incorporated in 2004 in the state of California. PMIOC provides comprehensive diagnostic imaging services using state-of-the-art technology. PMIOC offers high quality diagnostic services such as MRI/MRA, PET/CT, CT, nuclear medicine, ultrasound, digital x-rays, bone densitometry and digital mammography at their facilities. In July 2015, APC-LSMA and PMIOC entered into a share purchase agreement whereby APC-LSMA invested $ 1,200,000 40 564,000 36,000 600,000 APC and PMIOC have an Ancillary Service Contract together whereby PMIOC provides covered services on behalf of APC to enrollees of the plans of APC. Under the Ancillary Service Contract APC paid PMIOC fees of $ 2,286,888 1,797,064 54,265 19,722 1,400,693 1,346,428 Universal Care, Inc. Universal Care, Inc. (“UCI”) is a privately held health plan that has been in operation since 1985 in order to help its members through the complexities of the healthcare system. UCI holds a license under the California Knox-Keene Health Care Services Plan Act (Knox-Keene Act) to operate as a full-service health plan. UCI contracts with the CMS under the Medicare Advantage Prescription Drug Program. On August 10, 2015, UCAP, an entity solely owned 100 100,000 48.9 50 10,000,000 (2,332,905) 848,027 8,609,455 10,942,360 In 2015, the Company also advanced $ 5,000,000 1 5.50 4.75 5,000,000 UCI’s balance sheets at December 31, 2017 and 2016 and statements of income for the years ended December 31, 2017 and 2016 are as follows: Balance Sheets December 31, 2017 2016 Assets Cash $ 21,872,894 $ 23,155,207 Receivables, net 18,618,760 17,928,792 Other current assets 13,021,520 11,319,582 Other assets 3,754,470 2,432,338 Property and equipment, net 1,576,621 1,099,766 Total assets $ 58,844,265 $ 55,935,685 Liabilities and Stockholders’ Equity (Deficit) December 31, 2017 2016 Current liabilities $ 54,421,532 $ 46,718,155 Other liabilities 10,051,952 8,075,977 Stockholders’ equity (deficit) (5,629,219) 1,141,553 Total liabilities and stockholders’ equity (deficit) $ 58,844,265 $ 55,935,685 Statements of Income Operations Years ended December 31, 2017 2016 Revenues $ 188,389,384 $ 161,289,612 Expenses 193,196,938 161,277,959 (Loss) income before benefit for income taxes (4,807,554) 11,653 Benefit for from income taxes (36,835) (1,615,678) (Loss) income before other income and discontinued operations (4,770,719) 1,627,331 Other income - 106,875 Total other income (loss) from discontinued operations - 106,875 Net (loss) income $ (4,770,719) $ 1,734,206 DMG On May 14, 2016, David C.P. Chen M.D., Inc., a California professional corporation doing business as Diagnostic Medical Group (“DMG”), David C.P. Chen M.D., individually (collectively “Seller”) and APC-LSMA, a designated shareholder professional corporation formed on October 15, 2012, which is 100 40 1,600,000 Seller may in Seller’s sole discretion (but shall not be obligated to) use all or a portion of the purchase price proceeds to purchase shares of common stock of APC and/or NMM. The purchase price for any shares of APC and/or NMM common stock shall be at the then applicable price per share established by APC and/or NMM Board of Directors, respectively (which, as of the closing date is $ 1.00 1.00 Seller used a portion of the purchase price proceeds to purchase 60,000 shares of APC common stock for the aggregate purchase price of $10,000 (the “AP Share Option”). See Note 13 for details of the accounting for the stock option. In July 2016, APC advanced $ 200,000 3.5 200,000 During 2016, APC also contributed its portion of additional capital of $ 40,000 40 APC accounts for its investment in DMG under the equity method of accounting as APC has the ability to exercise significant influence, but not control over DMG’s operations. APC recorded income from this investment of $ 403,713 43,698 240,000 1,847,411 1,683,698 PASC Pacific Ambulatory Surgery Center, LLC (“PASC”), a California limited liability company, is a multi-specialty outpatient surgery center that is certified to participate in the Medicare program and is accredited by the Accreditation Association for Ambulatory Health Care. PASC has entered into agreements with organizations such as healthcare service plans, independent physician practice associations, medical groups and other purchasers of healthcare services for the arrangement of the provision of outpatient surgery center services to subscribers or enrollees of such health plans. On November 15, 2016, PASC and APC, entered into a membership interest purchase agreement whereby PASC sold 40 800,000 In connection with the membership interest purchase agreement, PASC entered into a management services agreement with NMM, which requires the payment of management fees computed at predetermined percentage (as defined) of PASC revenues. The term of the management services agreement commenced on the effective date and extend for a period of 60 months thereafter, and may be extended in writing at the sole option of NMM for an additional period of 60 months following the expiration of the initial term and is automatically renewed for additional consecutive terms of three years unless terminated by either party. PASC shall not be permitted to terminate the management services agreement for any reason during the initial term and, if extended, the extended term. APC accounts for its investment in PASC under the equity method of accounting as APC has the ability to exercise significant influence, but not control over PASC’s operations. APC recorded a loss from this investment of $ 186,506 20,296 593,198 779,704 Years ended December 31, 2017 2016 Universal Care, Inc. $ 8,609,455 $ 10,942,360 LaSalle Medical Associates IPA Line of Business 9,452,767 9,503,875 Diagnostic Medical Group 1,847,411 1,683,698 Pacific Medical Imaging & Oncology Center, Inc. 1,400,693 1,346,428 Pacific Ambulatory Surgery Center, LLC 593,198 779,704 $ 21,903,524 $ 24,256,065 During the year ended December 31, 2016, the Company recorded an impairment charge of $7,697 related to the investment from the acquisition of Apple Physicians Organization in 2008, as the amount was not determined to be recoverable. |
Note Receivable and Management
Note Receivable and Management Services Agreement | 12 Months Ended |
Dec. 31, 2017 | |
Note Receivable and Management Services Agreement [Abstract] | |
Note Receivable And Management Services Agreement | 8. Note Receivable and Management Services Agreement On October 9, 2017, NMM and APC-LSMA entered into an agreement with Accountable Health Care IPA (“Accountable”), a California professional medical corporation, Signal Health Solutions, Inc. (“Signal”), a California corporation and George M. Jayatilaka, M.D. (“Dr. Jay”), individually, whereby concurrent with the execution of the agreement, APC-LSMA 10,000,000 5,000,000 5,000,000 5.50 Concurrently with the funding of the Dr. Jay Loan, Dr. Jay will loan to Accountable the entire proceeds of the Dr. Jay Loan at the same interest rate and maturity date as the Dr. Jay Loan (“Dr. Jay-Accountable Subordinated Loan”). Repayment of the Dr. Jay-Accountable Subordinated Loan will be subordinated to Accountable’s creditors in a manner acceptable to the California Department of Managed Health Care (“DMHC”). At any time on or before the date that is one year following the initial funding date of the Dr. Jay Loan, APC-LSMA or its designee shall have the right, but not the obligation, to convert up to $5,000,000 of the outstanding principal amount into shares of Accountable’s capital stock. At any time after the date that is one year following the funding date, the Dr. Jay Loan may be prepaid at any time. Within three years following the initial funding of the Dr. Jay Loan, APC-LSMA or its designee shall have the right, but not the obligation, to convert the then outstanding principal amount into Accountable shares based on Accountable’s then-current valuation. Subsequent to the funding of the Dr. Jay Loan, to the extent needed by Accountable for working capital needs as determined by APC-LSMA, APC-LSMA will extend an additional line of credit in the principal amount up to $ 8,000,000 As a condition of funding the Dr. Jay Loan, Accountable entered into a management service agreement with NMM on October 27, 2017, to commence on the termination of the Accountable’s existing management agreement with MedPoint Management to be effective on December 1, 2017 and have a term of ten (10) years from its effective date. NMM will be responsible for managing 100 Concurrent with the initial funding of the Dr. Jay Loan, the Accountable Board of Directors shall be automatically reconstituted to be comprised of two directors, which will comprise of Dr. Jay and a director appointed by APC-LSMA. Dr. Jay and APC-LSMA will have two and one votes as a director, respectively. Based on management’s assessment, Accountable is a variable interest entity, however, the Company does not have the power to the direct the activities of Accountable that most significantly impact its economic performance and as such, the Company is not the primary beneficiary of Accountable. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 9. Accounts Payable and Accrued Expenses December 31, 2017 2016 Accounts payable $ 3,786,381 $ 1,424,573 Specialty capitation payable 547,307 678,335 Subcontractor IPA risk pool payable 1,348,376 1,709,112 ACA payable - 718,808 Professional fees 3,004,215 411,705 Deferred revenue 250,000 603,041 Accrued compensation 4,343,341 2,537,703 $ 13,279,620 $ 8,083,277 |
Medical Liabilities
Medical Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Medical Liabilities [Abstract] | |
Medical Liabilities | 10. Medical Liabilities Years ended December 31, 2017 2016 Balance, beginning of year $ 18,957,465 $ 16,011,519 Medical liabilities assumed from Merger 39,353,540 - Claims paid for previous year (23,075,516) (14,501,482) Incurred health care costs 121,846,375 98,906,764 Claims paid for current year (92,476,160) (84,520,493) Adjustments (633,386) 3,061,157 Balance, end of year $ 63,972,318 $ 18,957,465 |
Bank Loan, Lines of Credit and
Bank Loan, Lines of Credit and Loan Payable Related Party | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Bank Loan, Lines of Credit and Loan Payable - Related Party [Abstract] | |
Bank Loan Lines Of Credit And Loan Payable Related Party | 11. Bank Loan, Lines of Credit and Loan Payable Related Party Bank Loans In December 2010, ICC borrowed $ 4,600,000 4.5 December 31, 2018 510,391 On January 13, 2014, APC entered into a mortgage loan agreement with a bank in the amount of $ 1,575,000 4.63 10,132 44,200 Lines of Credit In April 2012, NMM entered into a promissory note agreement with a bank, which was amended on April 9, 2016 and April 7, 2017 (as amended, the “NMM Business Loan Agreement”). The NMM Business Loan Agreement was amended on April 7, 2017 to increase the loan availability from $ 10,000,000 20,000,000 4.625 3.875 1,000,000 April 22, 2018 5,000,000 8,300,671 In April 2012, APC entered into a promissory note agreement with a bank, which was amended on April 22, 2016 and April 7, 2017 (as amended, the “APC Business Loan Agreement”). The APC Business Loan Agreement modifies certain terms of the promissory note agreement in order to (i) increase the original loan availability amount of $ 2,000,000 10,000,000 4.625 3.875 1,000,000 9,694,984 BAHA had a line of credit of $ 150,000 4.5 3.75 3.25 25,000 Standby Letters of Credit On March 3, 2017, APAACO established an irrevocable standby letter of credit with a financial institution (through the NMM Business Loan Agreement) for $ 6,699,329 APC established irrevocable standby letters of credit with a financial institution for a total of $ 305,016 Loan Payable to Related Party In connection with the investment in PMIOC (see Note 7), APC-LSMA entered into a promissory note agreement on July 1, 2015 for $ 600,000 600,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Provision for (benefit from) income taxes consisted of the following for the years ended December 31: 2017 2016 Current Federal $ 19,219,251 $ 9,161,855 State 5,336,885 2,664,336 24,556,136 11,826,191 Deferred Federal (18,718,113) (2,199,180) State (1,951,238) (810,599) (20,669,351) (3,009,779) Total provision for income taxes $ 3,886,785 $ 8,816,412 The Company uses the liability method of accounting for income taxes as set forth in ASC 740. Under the liability method, deferred taxes are determined based on differences between the financial statement and tax bases of assets and liabilities using enacted tax rates. As of December 31, 2017 and 2016, the Company had federal and California tax net operating loss carryforwards of approximately $ 25.1 28.0 2026 2037 use of the Company's net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. Significant components of the Company's deferred tax assets (liabilities) as of December 31, 2017 and December 31, 2016 are shown below. A valuation allowance of $ 3,385,932 0 35 2017 2016 Deferred tax assets (liabilities) State taxes $ 1,001,754 $ 888,867 Stock options 1,784,524 1,685,965 Accrued payroll and related cost 185,130 208,576 Accrued hospital pool deficit 282,913 - Net operating loss carryforward 7,069,776 - Property and equipment (1,286,452) (2,009,313) Acquired intangible assets (28,626,943) (44,036,361) Other (1,941,368) (3,669,941) Net deferred tax liabilities before valuation allowance (21,530,666) (46,932,207) Valuation allowance (3,385,932) - Net deferred tax liabilities $ (24,916,598) $ (46,932,207) On December 22, 2017, the U.S. government enacted comprehensive tax legislation known as the Tax Cuts and Jobs Act (the "TGCA"). The TCJA establishes new tax laws that will take effect in 2018, including, but not limited to (1) reduction of the U.S. federal corporate tax rate from a maximum of 35% to 21 80 ASC 740, Income Taxes, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted. However, due to the complexity and significance of the TCJA's provisions, the SEC staff issued Staff Accounting Bulletin 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the TCJA. SAB 118 provides a measurement period that should not extend beyond one year from the TCJA enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the TCJA for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the TCJA is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the TCJA. At December 31, 2017, the Company has not completed its accounting for the tax effects of enactment of the TCJA; however, the Company has made a reasonable estimate of the effects of the TCJA’s change in the federal rate and revalued its deferred tax assets based on the rates at which they are expected to reverse in the future, which is generally the new 21% federal corporate tax rate plus applicable state tax rate. The Company recorded a decrease in its deferred tax assets and deferred tax liabilities of $ 6.6 16.3 9.7 2017 2016 Tax provision at U.S. Federal statutory rates 35.0 % 35.0 % State income taxes net of federal benefit 4.4 6.0 Non-deductible permanent items (9.7) 6.5 Non-taxable entities (1.9) (3.2) Stock-based compensation 0.9 0.0 Other 1.4 2.5 Change in valuation allowance (2.9) 0.0 Change in rate (19.4) 0.0 Effective income tax rate 7.8 % 46.8 % As of December 31, 2017 and 2016, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters. The Company will recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company is subject to U.S. federal income tax as well as income tax in California. The Company and its subsidiaries' state and Federal income tax returns are open to audit under the statute of limitations for the years ended December 31, 2013 through December 31, 2016 and for the years ended December 31, 2014 through December 31, 2016, respectively. The Company does not anticipate material unrecognized tax benefits within the next 12 months. |
Mezzanine and Shareholders_ Equ
Mezzanine and Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Mezzanine and Shareholders’ Equity All the historical NMM share and per share information has been adjusted to reflect the exchange ratio from the Merger (Note 3). APC As the redemption feature (see Note 2) of the shares is not solely within the control of APC, the equity of APC does not qualify as permanent equity and has been classified as noncontrolling interests in mezzanine or temporary equity. 2017 Share Issuances and Repurchases During 2017, APC received cash in the aggregate amount of $ 176,100 1,056,600 0.17 During 2017, APC sold an aggregate of 266,000 1.00 266,000 During 2017, an aggregate of 1,466,000 1,466,000 1.00 345,300 57,550 0.17 2016 Share Issuances and Repurchases During 2016, APC sold an aggregate of 3,145,000 1.00 3,145,000 During 2016, APC sold 83,700 0.50 41,850 21,762 During 2016, an option was exercised for the purchase of 250,000 0.50 125,000 During 2016, an option was exercised for the purchase of 60,000 0.17 10,000 During 2016, APC issued an aggregate of 1,500,000 380,000 During 2016, an aggregate of 410,000 1.00 410,000 During 2016, $ 525,000 Shareholders’ Equity Preferred Stock Series A On October 14, 2015, ApolloMed entered into an agreement with NMM pursuant to which ApolloMed sold to NMM, and NMM purchased from ApolloMed, in a private offering of securities, 1,111,111 9.00 10,000,000 As required by ASC 805-10-25-10, NMM, who was the accounting acquirer, remeasured its previously held interest in ApolloMed’s (the accounting acquiree) Series A at its acquisition-date fair value of $12,745,000 and was added to the consideration transferred in the exchange. As part of the Merger between NMM and ApolloMed (see Note 3), the fair value of $ 12,745,000 2 37.9 1.8 At December 31, 2016, NMM’s investment in ApolloMed Series A Preferred Stock is included in Investment in other entities cost method and at December 31, 2017 this investment is eliminated in consolidation due to the merger between ApolloMed and NMM (see Note 3). Preferred Stock Series B On March 30, 2016, ApolloMed entered into an agreement with NMM pursuant to which ApolloMed sold to NMM, and NMM purchased from ApolloMed, in a private offering of securities, 555,555 10.00 4,999,995 As required by ASC 805-10-25-10, NMM, who was the accounting acquirer, remeasured its previously held interest in ApolloMed’s (the acquiree) Series B at its acquisition-date fair value of $6,373,000, and was added to the consideration transferred in the exchange. As part of the Merger between NMM and ApolloMed (see Note 3), the fair value of $ 6,373,000 2 37.9 1.8 The Series B Warrant may be exercised at any time after issuance and through March 30, 2021, for $10.00 per share, subject to adjustment in the event of stock dividends and stock splits. As part of the Merger between NMM and ApolloMed (see Note 3), such warrants were distributed to former NMM shareholders on a pro-rata basis utilizing the percentage of shares of NMM held by each shareholder prior to the Merger date. At December 31, 2016, NMM’s investment in ApolloMed Series B Preferred Stock is included in Investment in other entities cost method and at December 31, 2017 this investment is eliminated in consolidation due to the merger between ApolloMed and NMM (see Note 3). NMM recorded a gain of $ 8,568,018 2017 Share Issuances and Repurchases Prior to the Merger date, NMM received cash in the aggregate amount of $ 248,925 102,199 2.44 1,237,650 508,133 828,184 Prior to the Merger date, an option (non-exclusivity) was exercised for the purchase of 102,641 1.46 150,000 Prior to the Merger date, NMM sold an aggregate of 129,651 14.61 1,894,736 Prior to the Merger date, an aggregate of 109,123 1,594,736 14.61 23,628 57,550 2.44 On December 8, 2017, ApolloMed completed its business combination with NMM following the satisfaction or waiver of the conditions set forth in the Merger Agreement, pursuant to which Merger Subsidiary merged with and into NMM, with NMM surviving as a wholly owned subsidiary of ApolloMed (see Note 3). In connection with the Merger and as of the effective time of the Merger (the “Effective Time”): ⋅ each issued and outstanding share of NMM common stock was converted into the right to receive such number of shares of common stock of ApolloMed that results in the former NMM shareholders who did not dissent from the Merger (“former NMM Shareholders”) having a right to receive an aggregate of 30,397,489 10 ⋅ ApolloMed issued to former NMM Shareholders each former NMM Shareholder’s pro rata portion of (i) warrants to purchase an aggregate of 850,000 11.00 900,000 10.00 ⋅ ApolloMed held back an aggregate of 3,039,749 10 50 50 The shares of common stock issuable to former NMM shareholders in the exchange were 25,675,630 10 As of the date of this Annual Report on Form 10-K, the 25,675,630 1,750,000 25,675,630 Upon consummation of the Merger, the Company issued 520,081 5,376,215 2016 Share Issuances and Repurchases During 2016, 7,356 14.61 107,500 During 2016, NMM issued 513,205 5.99 3,075,000 During 2016, NMM issued 273,710 109,483 7.60 2,080,000 During 2016, NMM sold 400,298 14.61 5,850,000 During 2016, NMM sold 5,727 7.31 41,850 During 2016, an option was exercised for the purchase of 17,107 7.31 125,000 Equity Incentive Plans In connection with the Merger (see Note 3), the Company assumed ApolloMed’s 2010 Equity Incentive Plan (the “2010 Plan”) pursuant to which 500,000 In connection with the Merger (see Note 3), the Company assumed ApolloMed’s 2013 Equity Incentive Plan (the “2013 Plan”), pursuant to which 500,000 In connection with the Merger (see Note 3), the Company assumed ApolloMed’s 2015 Equity Incentive Plan (the “2015 Plan”), pursuant to which 1,500,000 1,019,000 Shares Weighted Weighted Aggregate Options outstanding at January 1, 2017 - $ - - $ - Options assumed in the Merger (see Note 3) 1,141,040 3.95 5.85 5.81 Options granted - - - - Options exercised - - - - Options forfeited - - - - Options outstanding at December 31, 2017 1,141,040 $ 3.95 5.79 $ 19.81 Options exercisable at December 31, 2017 1,141,040 $ 3.95 5.79 $ 19.81 Stock Options Issued Under Primary Care Physician Agreements On October 1, 2014, NMM and APC entered into an Exclusivity Amendment Agreement as part of the Primary Care Physician Agreement to issue stock options to purchase shares of NMM and APC common stock. The medical providers agreed to exclusivity to APC for health enrollees in consideration per provider of an exclusivity incentive in the amount of $ 25,000 2.44 0.17 As of December 31, 2017 and 2016, a total of 7,110,150 6,053,550 1,185,025 1,008,925 Year ended December 31, 2017 2016 Expected term 0.93 - 1.75 years 2.75 years Expected volatility 38.10% - 41.60 % 53.01 % Risk-free interest rate 1.64% - 1.86 % 1.47 % Market value of common stock $0.52 - $0.76 $0.52 - $0.76 Annual dividend yield 2.23% - 3.53 % 2.51% - 3.53 % Forfeiture rate 0% - 6.8 % 8 % Shares Weighted Weighted Aggregate Options outstanding at January 1, 2016 139,016 $ 2.44 3.75 $ 473,363 Options granted - - - - Options exercised - - - - Options forfeited - - - - Options outstanding at December 31, 2016 139,016 $ 2.44 2.75 $ 717,155 Options exercisable at December 31, 2016 139,016 $ 2.44 2.75 $ 717,155 Options outstanding at January 1, 2017 139,016 $ 2.44 2.75 $ 717,155 Options granted Options exercised (102,199) 2.44 - 527,223 Options forfeited (36,817) 2.44 - - Options outstanding at December 31, 2017 - $ - - $ - Options exercisable at December 31, 2017 - $ - - $ - Shares Weighted Weighted Aggregate Options outstanding at January 1, 2016 1,910,400 $ 0.167 3.75 $ 960,931 Options granted - - - - Options exercised - - - - Options forfeited - - - - Options outstanding at December 31, 2016 1,910,400 $ 0.167 2.75 $ 1,138,598 Options exercisable at December 31, 2016 1,910,400 $ 0.167 2.75 $ 1,138,598 Options outstanding at January 1, 2017 1,910,400 $ 0.167 2.75 $ 1,138,598 Options granted - - - - Options exercised (1,056,600) 0.167 - 629,734 Options forfeited - - - - Options outstanding at December 31, 2017 853,800 $ 0.167 1.75 $ 508,864 Options exercisable at December 31, 2017 853,800 $ 0.167 1.75 $ 508,864 The aggregate intrinsic value is calculated as the difference between the exercise price and the estimated fair value of NMM and APC’s common stock as of December 31, 2017 and 2016. Year ended December 31, 2017 2016 Contracted physicians and other services $ 2,113,116 $ 1,512,740 The remaining unrecognized share based compensation expense of stock option awards granted in connection with the Exclusivity Amendment Agreements as of December 31, 2016 was $ 1,508,471 2,580,359 2.75 The remaining unrecognized share based compensation expense of stock option awards granted in connection with the Exclusivity Amendment Agreements as of December 31, 2017 was $ 0 1,416,674 1.75 Warrants Common stock warrants issued to NMM in connection with the Series A Preferred Stock investment in ApolloMed may be exercised at any time after issuance and through October 14, 2020, for $ 9.00 Common stock warrants issued to NMM in connection with the Series B Preferred Stock investment in ApolloMed may be exercised at any time after issuance and through March 30, 2021, for $ 10.00 Shares Weighted Weighted Aggregate Warrants outstanding at January 1, 2017 Warrants assumed in the Merger 1,898,541 $ 9.06 2.69 $ 14.94 Warrants granted 1,750,000 10.49 5.00 13.51 Warrants exercised - - - - Warrants forfeited - - - - Warrants outstanding at December 31, 2017 3,648,541 $ 9.75 3.74 $ 14.25 Weighted-Average Number of Outstanding at December 31, 2016 $ - - Warrants assumed in the Merger 0.94 1,898,541 Granted - 1,750,000 Exercised - - Cancelled - - Outstanding at December 31, 2017 $ 14.25 3,648,541 Weighted Weighted Average Average Exercise Price Exercise Price Per Warrants Remaining Warrants Per Share Outstanding Contractual Life Exercisable Share $ 4.00 - 4.50 116,875 0.24 116,875 $ 4.41 9.00 10.00 2,681,666 3.51 2,681,666 9.58 11.00 850,000 4.94 850,000 11.00 $ 4.50 10.00 3,648,541 3.74 3,648,541 $ 9.75 Dividends, Reduction of Capital and Distributions During the years ended December 31, 2017 and 2016, NMM paid dividends of $ 0 20,000,000 18,000,000 During the year ended December 31, 2017 and 2016, APC paid dividends of $ 8,750,000 5,750,000 4,500,000 8,750,000 1,250,000 During the years ended December 31, 2017 and 2016, CDSC paid distributions of $ 1,680,063 909,429 110,000 41.6 43.43 Treasury Stock APC owned 1,682,110 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Operating Leases The Company leases office space and equipment under certain non-cancelable operating lease agreements. Rental expense for the years ended December 31, 2017 and 2016 was approximately $ 2,400,000 Years ending December 31, Amount 2018 $ 3,638,000 2019 3,056,000 2020 2,523,000 2021 1,533,000 2022 613,000 Thereafter 884,000 Total $ 12,247,000 Equipment Subject to Capital Lease In January 2016, NMM entered into a lease for certain computer equipment. Under the terms of the lease agreement NMM had the option to purchase the equipment at the end of the original two year lease term for $ 1 8,050 3.625 In January 2015, NMM entered into a lease for certain phone equipment. Under the terms of the lease agreement NMM was obligated to purchase the equipment at the end of the original two year lease term for $ 1 7,641 3.625 In September 2017, ICC entered into a lease for medical equipment. In accordance with relevant accounting guidance the lease is classified as a capital lease. The lease requires monthly payments of $ 9,910 3.00 Year ending December 31, Amount 2017 $ 792,798 Total minimum payments required 792,798 Less amount representing interest (75,059) Present value of net minimum lease payments 717,739 Less current portion (98,738) Long-term portion $ 619,001 Equipment under capital lease $ 750,000 Less: accumulated amortization (53,571) $ 696,429 Years ending December 31, Amount 2018 $ 119,000 2019 119,000 2020 119,000 2021 119,000 2022 119,000 Thereafter 198,000 Total $ 793,000 Regulatory Matters Laws and regulations governing the Medicare program and healthcare generally are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing. While no regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from the Medicare and Medi-Cal programs. As a risk-bearing organization, the Company is required to follow regulations of the DMHC. The Company must comply with a minimum working capital requirement, tangible net equity (“TNE”) requirement, cash-to-claims ratio and claims payment requirements prescribed by the DMHC. TNE is defined as net assets less intangibles, less non-allowable assets (which include amounts due from affiliates), plus subordinated obligations. At December 31, 2017 and 2016, APC was in compliance with these regulations. At December 31, 2017 and 2016, MMG was not in compliance with these regulations. As a result, the California DMHC required MMG to develop and implement a corrective action plan (“CAP”) for such deficiency. The CAP has been submitted and is under review by DMHC. Many of the Company’s payor and provider contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of medical services. Such differing interpretations may not come to light until a substantial period of time has passed following contract implementation. Liabilities for claims disputes are recorded when the loss is probable and can be estimated. Any adjustments to reserves are reflected in current operations. Litigation From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of its business. The resolution of any claim or litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows or results of operations. On or about March 23, 2018, a Demand for Arbitration was filed by Prospect Medical Group, Inc. and Prospect Medical Systems, Inc. (collectively, “Prospect”) against MMG and ApolloMed with Judicial Arbitration Mediation Services (“JAMS”), arising out of MMG’s purported business plans, seeking damages in excess of $ 5 Liability Insurance The Company believes that its insurance coverage is appropriate based upon the Company’s claims experience and the nature and risks of the Company’s business. In addition to the known incidents that have resulted in the assertion of claims, the Company cannot be certain that its insurance coverage will be adequate to cover liabilities arising out of claims asserted against the Company, the Company’s affiliated professional organizations or the Company’s affiliated hospitalists in the future where the outcomes of such claims are unfavorable. The Company believes that the ultimate resolution of all pending claims, including liabilities in excess of the Company’s insurance coverage, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows; however, there can be no assurance that future claims will not have such a material adverse effect on the Company’s business. Contracted physicians are required to obtain their own insurance coverage. Although the Company currently maintains liability insurance policies on a claims-made basis, which are intended to cover malpractice liability and certain other claims, the coverage must be renewed annually, and may not continue to be available to the Company in future years at acceptable costs, and on favorable terms. Employment Agreements ApolloMed has entered into employment agreements with several of ApolloMed’s key personnel, including ApolloMed’s executive officers, which provide for, among other items, annual base salaries, discretionary bonuses and participation in ApolloMed’s equity incentive plans. These agreements also contain termination and severance clauses that require ApolloMed to make payments to certain of these employees if certain events occur as defined in their respective agreements. On December 20, 2016, AMM entered into substantially similar employment agreements with each of Warren Hosseinion, M.D., ApolloMed’s Co-Chief Executive Officer (the “Hosseinion Employment Agreement”), Gary Augusta, ApolloMed’s former Chairman of the ApolloMed board of directors (the “Augusta Employment Agreement”), Mihir Shah, ApolloMed’s Chief Financial Officer (as amended on July 1, 2017, the “Shah Employment Agreement”) and Adrian Vazquez, M.D., ApolloMed’s Chief Medical Officer (individually, the “Vazquez Employment Agreement” and, together with the Hosseinion Employment Agreement, the Augusta Employment Agreement and the Shah Employment Agreement, the “Executive Employment Agreements”). The Executive Employment Agreements replaced employment agreements previously entered into with (i) Dr. Hosseinion and Dr. Vazquez on March 28, 2014, as amended on January 12, 2016 and as amended and restated on June 29, 2016, and (ii) Mr. Shah on July 21, 2016. Mr. Augusta’s consulting agreement through Flacane Advisers, Inc. has been terminated. Other Agreements with Drs. Hosseinion and Vazquez Effective June 29, 2016, AMH entered into substantially similar Amended and Restated Hospitalist Participation Service Agreements with each of Dr. Hosseinion (the “Hosseinion Hospitalist Participation Agreement”) and Dr. Vazquez (individually, the ”Vazquez Hospitalist Participation Agreement” and, together with the Hosseinion Hospitalist Participation Agreement, the “Hospitalist Participation Agreements”), replacing agreements between AMH and Drs. Hosseinion and Vazquez that had originally been entered into on March 28, 2014 and amended on January 12, 2016. Pursuant to the Hospitalist Participation Agreements, Drs. Hosseinion and Vazquez provide physician services for AMH. The purpose of the new Hospitalist Participation Agreements is to align payment and benefit provisions, and make other technical changes, to the employment agreements that were previously in effect with each of Drs. Hosseinion and Vazquez. Each of the Hospitalist Participation Agreements provides for (i) hourly compensation rates for covered inpatient intensive medicine services; (ii) ApolloMed’s obligation to secure and pay for medical malpractice insurance, with specified minimum coverage, on behalf of Drs. Hosseinion and Vazquez; and (iii) maintain or purchase a “tail” policy for at least five years following the termination of the respective Hospitalist Participation Agreements. The Hospitalist Participation Agreements contain other provisions typical for an agreement of this type, including non-disclosure, non-solicitation, termination and arbitration of disputes provisions. The Hosseinion Hospitalist Participation Agreement replaced, and thereby terminated, the prior hospitalist participation service agreement between AMH and Dr. Hosseinion, and the Vazquez Hospitalist Participation Agreement replaced, and thereby terminated, the prior hospitalist participation service agreement between AMH and Dr. Vazquez. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions On November 16, 2015, APC entered into a subordinated note receivable agreement with UCI, a 48.9 5,000,000 During the year ended December 31, 2017 and 2016, APC paid approximately $ 250,000 265,000 During the years ended December 31, 2017 and 2016, NMM received approximately $ 17.6 17.2 25 During the years ended December 31, 2017 and 2016, APC paid approximately $ 2.3 1.8 40 During the years ended December 31, 2017 and 2016, APC paid approximately $ 2.1 2.2 In September 2015, ApolloMed entered into a note receivable with Rob Mikitarian, a minority owner in APS, in the amount of approximately $ 150,000 3 150,000 In addition, affiliates wholly-owned by the Company’s officers, including Dr. Lam and Dr. Hosseinion, are reported in the accompanying consolidated statement of income on a consolidated basis, together with the Company’s subsidiaries, and therefore, the Company does not separately disclose transactions between such affiliates and the Company’s subsidiaries as related party transactions. During the years ended December 31, 2017 and 2016, APC paid approximately $ 6.1 5.3 During the years ended December 31, 2017 and 2016, NMM paid approximately $ 1.0 During the years ended December 31, 2017 and 2016, APC paid approximately $ 0.4 0.2 During the years ended December 31, 2017 and 2016, APC paid an aggregate of approximately $ 41.5 40.7 14.1 14.0 For related party loan payable, see Note 11. For loans receivable from related parties, see Note 7. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 16. Employee Benefit Plan NMM has a qualified 401(k) plan that covers substantially all employees who have completed at least six months of service and meet minimum age requirements. Participants may contribute a portion of their compensation to the plan, up to the maximum amount permitted under Section 401(k) of the Internal Revenue Code. Participants become fully vested after six years of service. NMM matches a portion of the participants’ contributions. NMM’s matching contributions for the years ended December 31, 2017 and 2016 were approximately $ 175,000 320,000 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 17. Earnings Per Share Basic net income (loss) per share is calculated using the weighted average number of shares of the Company’s common stock issued and outstanding during a certain period, and is calculated by dividing net income (loss) by the weighted average number of shares of the Company’s common stock issued and outstanding during such period. Diluted net income (loss) per share is calculated using the weighted average number of common and potentially dilutive common shares outstanding during the period, using the as-if converted method for secured convertible notes, preferred stock, and the treasury stock method for options and common stock warrants. Pursuant to the Merger Agreement, ApolloMed held back 10% of the shares that were issuable to NMM shareholders (“Holdback Shares”) to secure indemnification of ApolloMed and its affiliates under the Merger Agreement. The Holdback Shares will be held for a period of up to 24 months after the closing of the Merger (to be distributed on a pro-rata basis to former NMM shareholders), during which ApolloMed may seek indemnification for any breach of, or noncompliance with, any provision of the Merger Agreement, by NMM. The Holdback Shares are excluded from the computation of basic earnings per share, but included in diluted earnings per share. As of December 31, 2017 and December 31, 2016, APC held 1,682,110 Years ended December 31, 2017 2016 Earnings per share basic $ 1.01 $ 0.46 Earnings per share diluted $ 0.90 $ 0.41 Weighted average shares of common stock outstanding basic 25,525,786 24,673,081 Weighted average shares of common stock outstanding diluted 28,661,735 27,970,431 Years ended December 31, 2017 2016 Weighted average shares of common stock outstanding basic 25,525,786 24,673,081 10% shares held back pursuant to indemnification clause 3,039,749 2,741,454 Stock options 44,716 555,896 Warrants 51,484 - Weighted average shares of common stock outstanding diluted 28,661,735 27,970,431 |
Variable Interest Entities (VIE
Variable Interest Entities (VIEs) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VIE Assets | 18. Variable Interest Entities (VIEs) A VIE is defined as a legal entity whose equity owners do not have sufficient equity at risk, or, as a group, the holders of the equity investment at risk lack any of the following three characteristics: decision-making rights, the obligation to absorb losses, or the right to receive the expected residual returns of the entity. The primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and the obligation to absorb expected losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The Company’s VIEs include APC and other immaterial entities. Assets recognized as a result of consolidating these VIEs do not represent additional assets that could be used to satisfy claims against the Company’s general assets. Conversely, liabilities recognized as a result of consolidating these VIEs do not represent additional claims on the Company’s general assets; rather, they represent claims against the specific assets of the VIE. The Company evaluates its relationships with its VIEs on an ongoing basis to ensure that it continues to be the primary beneficiary. December 31, 2017 2016 Assets Current assets Cash and cash equivalents $ 54,686,370 $ 42,452,619 Restricted cash short-term 18,005,661 101,132 Fiduciary cash 2,017,437 1,050,739 Investment in marketable securities 1,057,090 1,051,807 Receivables, net 15,183,483 21,025,668 Prepaid expenses and other current assets 1,821,328 727,743 Total current assets 92,771,369 66,409,708 Noncurrent assets Land, property and equipment, net 10,167,689 7,294,994 Intangible assets, net 70,841,907 84,473,335 Goodwill 60,012,316 56,213,448 Loans receivable related parties 5,000,000 5,200,000 Loan receivable 5,000,000 - Investments in other entities equity method 21,903,524 24,256,065 Investments in other entities cost method 4,320,000 4,320,000 Restricted cash long-term 745,235 - Other assets 1,371,664 1,596,848 Total noncurrent assets 179,362,335 183,354,690 Total assets $ 272,133,704 $ 249,764,398 Current liabilities Accounts payable and accrued expenses $ 3,625,610 $ 4,213,551 Incentives payable 21,500,000 19,621,645 Fiduciary accounts payable 2,017,437 1,050,739 Medical liabilities 25,186,240 18,957,465 Income taxes payable 1,463,540 2,999,225 Amount due to affiliate 24,889,717 3,204,334 Bank loan, short-term 510,391 - Capital lease obligations 98,738 - Total current liabilities 79,291,673 50,046,959 Noncurrent liabilities Deferred tax liability 20,970,766 36,148,696 Liability for unissued equity shares 1,185,025 1,008,925 Capital lease obligations, net of current portion 619,001 - Total noncurrent liabilities 22,774,792 37,157,621 Total liabilities $ 102,066,465 $ 87,204,580 The assets of our other consolidated VIEs were not considered significant. Approximately $ 18,000,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events MMG has been in communication with the DMHC regarding MMG’s business plans that, if implemented, could result in a significant reduction in the health plan enrollment assigned to MMG. After the Merger, MMG is not considered a significant component of the Company’s operations. |
Basis of Presentation and Sum27
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Company’s consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated balance sheet as of December 31, 2017 includes the accounts of ApolloMed, its consolidated subsidiaries AMM, APAACO and Apollo Care Connect, and their consolidated entities NMM, NMM’s consolidated VIE, APC and its subsidiary UCAP and APC’s consolidated VIEs, CDSC, APC-LSMA and ICC. The consolidated statement of income for 2017 includes NMM, NMM’s consolidated VIE, APC and its subsidiary UCAP and APC’s consolidated VIEs, CDSC, APC-LSMA and ICC for the year ended December 31, 2017 and ApolloMed, its consolidated subsidiaries AMM, APAACO and Apollo Care Connect for the period from December 8, 2017 through December 31, 2017. The consolidated balance sheet as of December 31, 2016 and statement of income for the year ended December 31, 2016 include the accounts of NMM, its consolidated subsidiaries APCN-ACO and AP-ACO, NMM’s consolidated VIE, APC, its subsidiary UCAP and APC’s consolidated VIEs, CDSC and APC-LSMA. All material intercompany balances and transactions have been eliminated in consolidation. |
Business Combinations | Business Combinations The Company uses the acquisition method of accounting for all business combinations, which requires assets and liabilities of the acquiree to be recorded at fair value, to measure the fair value of the consideration transferred, including contingent consideration, to be determined on the acquisition date, and to account for acquisition related costs separately from the business combination. |
Reportable Segments | Reportable Segments The Company operates as one reportable segment, the healthcare delivery segment, and implements and operates innovative health care models to create a patient-centered, physician-centric experience. The Company reports its consolidated financial statements in the aggregate, including all activities in one reportable segment. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include collectability of receivables, recoverability of long-lived and intangible assets, business combination and goodwill valuation and impairment, accrual of medical liabilities (including incurred, but not reported (“IBNR”) claims), determination of full-risk and shared-risk revenue, income taxes and valuation of share-based compensation. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates and assumptions. |
Reclassifications | Reclassifications Certain amounts disclosed in prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported revenue, net income, cash flows or total assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents primarily consist of money market funds and certificates of deposit. The Company considers all highly liquid investments that are both readily convertible into known amounts of cash and mature within ninety days from their date of purchase to be cash equivalents. The Company maintains its cash in deposit accounts with several banks, which at times may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company believes it is not exposed to any significant credit risk on its cash and cash equivalents. As of December 31, 2017 and 2016, the Company’s deposit accounts with banks exceeded the FDIC’s insured limit by approximately $ 135.3 74.2 |
Restricted Cash | Restricted Cash At times, APC is required to maintain a reserve fund by certain health plans, which are held in a certificate of deposit accounts with initial maturities of six months at the date of purchase. Restricted cash also consists of cash held as collateral to secure standby letters of credits as required by certain contracts. The certificates have an interest rate ranging from 0.05 0.10 18,005,661 101,132 18,000,000 In addition, as of December 31, 2017, there is $ 745,235 |
Fiduciary Cash Policy | Fiduciary Cash As of December 31, 2017 and 2016, APC recorded fiduciary cash of $ 2,017,437 1,050,739 |
Investments in Marketable Securities | Investments in Marketable Securities The appropriate classification of investments is determined at the time of purchase and such designation is reevaluated at each balance sheet date. Investments in marketable securities have been classified and accounted for as held-to-maturity based on management’s investment intentions relating to these securities. Held-to-maturity marketable securities are stated at amortized cost, which approximates fair value. As of December 31, 2017 and 2016, short-term marketable securities in the amount of $ 1,143,095 1,051,807 |
Receivables | Receivables The Company’s receivables are comprised of accounts receivable, capitation and claims receivable, risk pool, incentive receivables and other receivables. Accounts receivable are recorded and stated at the amount expected to be collected. Capitation and claims receivable relate to the health plan’s capitation, which is received by the Company in the following month of service. Risk pool and incentive receivables mainly consist of the Company’s full risk pool receivable that is only recorded when expected cash receipts are known or when actual cash is received from a certain MSO that serves as the management company for the hospitals in the risk pools. Other receivables include fee-for-services (“FFS”) reimbursement for patient care, certain expense reimbursements, transportation reimbursements from the hospitals, and based on invoices sent to the subcontracted IPA for stop loss insurance premium reimbursements. The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company also regularly analyses the ultimate collectability of accounts receivable after certain stages of the collection cycle using a look-back analysis to determine the amount of receivables subsequently collected and adjustments are recorded when necessary. Reserves are recorded primarily on a specific identification basis. Amounts are recorded as a receivable when the Company is able to determine amounts receivable under these contracts and/or agreements based on information provided and collection is reasonably likely to occur. The Company continuously monitors its collections of receivables and its policy is to write off receivables when they are determined to be uncollectible. The Company has not incurred credit losses related to receivables. As of December 31, 2017 or 2016, the Company recorded an allowance for doubtful accounts of $ 407,953 0 |
Concentrations of Risks | Concentrations of Risks For The Years Ended 2017 2016 Payor A 14.1 % 14.4 % Payor B 18.1 % 17.8 % Payor C 11.1 % 12.3 % Payor D 11.3 % 14.0 % The Company had major payors that contributed to the following percentage of receivables before the allowance for doubtful accounts: As of December 31, 2017 2016 Payor D 23.8 % 37.4 % Payor E 30.5 % 47.1 % |
Land, Property and Equipment, Net | Land, Property and Equipment, Net Land is carried at cost and is not depreciated as it is considered to have an infinite useful life. Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation and amortization. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets ranging from three to ten years. Leasehold improvements are amortized on a straight-line basis over the shorter of the terms of the respective leases or the expected useful lives of those improvements. Maintenance and repairs are charged to expense as incurred. Upon sale or retirement, the asset cost and related accumulated depreciation and amortization is removed from the accounts, and any related gain or loss is included in the determination of consolidated net income. |
Fair Value Measurements of Financial Instruments | The Company’s financial instruments consist of cash and cash equivalents, fiduciary cash, restricted cash, investment in marketable securities, accounts receivable, loans receivable related parties, derivative asset (warrants), accounts payable, certain accrued expenses, bank loan, loan payable related party and the line of credit. The carrying values of the financial instruments classified as current in the accompanying consolidated balance sheets are considered to be at their fair values, due to the short maturity of these instruments. The carrying amount of the loan receivables long term and line of credit approximates fair value as they bear interest at rates that approximate current market rates for debt with similar maturities and credit quality. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 Level 2 Level 3 Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Money market accounts* $ 41,231,405 $ - $ - $ 41,231,405 Marketable securities certificates of deposit 1,057,090 - - 1,057,090 Marketable securities equity securities 86,005 - - 86,005 Total $ 42,374,500 $ - $ $ 42,374,500 The carrying amounts and fair values of the Company’s financial instruments as of December 31, 2016 are presented below: Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Money market accounts* $ 42,553,887 $ - $ - $ 42,553,887 Marketable securities certificates of deposit 1,051,807 - - 1,051,807 Derivative asset (warrants) - - 5,338,886 5,338,886 Total $ 43,605,694 $ - $ 5,338,886 $ 48,944,580 * Included in cash and cash equivalents Derivative Balance at January 1, 2015 $ 2,088,889 Fair value of warrants acquired in ApolloMed 1,527,776 Change in fair value of warrant liabilities 1,722,221 Balance at December 31, 2016 5,338,886 Change in fair value of warrant liabilities (44,886) Balance at Merger 5,294,000 Distribution to former NMM shareholders (5,294,000) Balance at December 31, 2017 $ - The fair value of the warrant derivative asset of approximately $ 5.3 3.79 4.24 1.67 1.76 63.0 62.5 7.50 0 1.5 5 1.2 69.9 5.93 0 The fair value of the warrant derivative asset of approximately $ 5.3 2.85 3.31 1.90 39.24 40.26 9.99 0 There have been no changes in Level 1, Level 2, or Level 3 classification and no changes in valuation techniques for these assets for the years ended December 31, 2017 and 2016. |
Intangible Assets and Long-Lived Assets | Intangible Assets and Long-Lived Assets Intangible assets with finite lives include network/payor relationships, management contracts and member relationships and are stated at cost, less accumulated amortization and impairment losses. These intangible assets are amortized on the accelerated method using the discounted cash flow rate. Intangible assets with finite lives also include patent management platform and tradename/trademarks whose valuations were determined using the cost to recreate method and the relief from royalty method, respectively. These assets are stated at cost, less accumulated amortization and impairment losses and is amortized using the straight-line method. Finite-lived intangibles and long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the expected future cash flows from the use of such assets (undiscounted and without interest charges) are less than the carrying value, a write-down would be recorded to reduce the carrying value of the asset to its estimated fair value. Fair value is determined based on appropriate valuation techniques. The Company determined that there was no impairment of its finite-lived intangible or long-lived assets during the years ended December 31, 2017 and 2016; however, the Company wrote off the remaining carrying value of the intangible assets of APCN-ACO and AP-ACO of $ 2,431,791 |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Under FASB ASC 350, Intangibles Goodwill and Other At least annually, at the Company’s fiscal year end, management assesses whether there has been any impairment in the value of goodwill by first comparing the fair value to the net carrying value of the reporting unit. If the carrying value exceeds its estimated fair value, a second step is performed to compute the amount of the impairment. The Company has determined it has four reporting units, which are comprised of (1) provider services, (2) management services, (3) IPA, and (4) ACO. An impairment loss is recognized if the implied fair value of the asset being tested is less than its carrying value. In this event, the asset is written down accordingly. The fair values of goodwill are determined using valuation techniques based on estimates, judgments and assumptions management believes are appropriate in the circumstances. At least annually, indefinite-lived intangible assets are tested for impairment. Impairment for intangible assets with indefinite lives exists if the carrying value of the intangible asset exceeds its fair value. The fair values of indefinite-lived intangible assets are determined using valuation techniques based on estimates, judgments and assumptions management believes are appropriate in the circumstances. During the year ended December 31, 2016, the Company recorded an impairment charge of $ 316,610 |
Medical Liabilities | Medical Liabilities APC, APAACO and MMG are responsible for integrated care that the associated physicians and contracted hospitals provide to its enrollees. APC, APAACO and MMG provide integrated care to HMOs, Medicare and Medi-cal enrollees through a network of contracted providers under sub-capitation and direct patient service arrangements. Medical costs for professional and institutional services rendered by contracted providers are recorded as cost of services expenses in the accompanying consolidated statements of income. An estimate of amounts due to contracted physicians, hospitals, and other professional providers is included in medical liabilities in the accompanying consolidated balance sheets. Medical liabilities include claims reported as of the balance sheet date and estimates IBNR claims. Such estimates are developed using actuarial methods and are based on numerous variables, including the utilization of health care services, historical payment patterns, cost trends, product mix, seasonality, changes in membership, and other factors. As APAACO’s NGACO program is new and not sufficient claims history is available, the medical liabilities for the NGACO program are estimated and recorded at 100 |
Revenue Recognition | Revenue Recognition Revenue primarily consists of capitation revenue, risk pool settlements and incentives, NGACO All-Inclusive Population-Based Payments (“AIPBP”) revenue, management fee income, MSSP surplus revenue and FFS revenue. Revenue is recorded in the period in which services are rendered. The form of billing and related risk of collection for such services may vary by type of revenue and the customer. The following is a summary of the principal forms of the Company’s billing arrangements and how revenue is recognized for each. Capitation, net Managed care revenues of the Company consist primarily of capitated fees for medical services provided by the Company under either provider service agreements (each, a “PSA”) or capitated arrangements directly made with various managed care providers including HMOs and MSOs. Capitation revenue under the PSAs and HMO contracts is prepaid monthly to the Company based on the number of enrollees electing the Company as their healthcare provider. Capitation revenue is recognized in the month in which the Company is obligated to provide services. Minor ongoing adjustments to prior months’ capitation, primarily arising from contracted HMOs finalizing of monthly patient eligibility data for additions or subtractions of enrollees, are recognized in the month they are communicated to the Company. Additionally, Medicare pays capitation using a “Risk Adjustment model,” which compensates managed care organizations and providers based on the health status (acuity) of each individual enrollee. Health plans and providers with higher acuity enrollees will receive more and those with lower acuity enrollees will receive less. Under Risk Adjustment, capitation is determined based on health severity, measured using patient encounter data. Capitation is paid on a monthly basis based on data submitted for the enrollee for the preceding year and is adjusted in subsequent periods after the final data is compiled. Positive or negative capitation adjustments are made for Medicare enrollees with conditions requiring more or less healthcare services than assumed in the interim payments. Since the Company cannot reliably predict these adjustments, periodic changes in capitation amounts earned as a result of Risk Adjustment are recognized when those changes are communicated by the health plans to the Company. Risk Pool Settlements and Incentives The Company enters into full risk capitation arrangements with certain health plans and local hospitals, which are administered by a third party, where the hospital is responsible for providing, arranging and paying for institutional risk and the Company is responsible for providing, arranging and paying for professional risk. Under a full risk pool sharing agreement, the Company generally receives a percentage of the net surplus from the affiliated hospital’s risk pools with HMOs after deductions for the affiliated hospitals costs. Advance settlement payments are typically made quarterly in arrears if there is a surplus. However, due to the uncertainty around the settlement of the related IBNR reserve, the Company only recognizes any excess IBNR reserve on settlement as risk pool settlement revenue when such amounts are known. Any excess IBNR is normally settled and paid after a period of approximately one year from the related service period. Under capitated arrangements with certain HMOs, the Company participates in one or more shared risk arrangements relating to the provision of institutional services to enrollees (shared risk arrangements) and thus can earn additional revenue or incur losses based upon the enrollee utilization of institutional services. Shared risk capitation arrangements are entered into with certain health plans, which are administered by the health plan, where the Company is responsible for rendering professional services, but the health plan does not enter into a capitation arrangement with a hospital and therefore the health plan retains the institutional risk. Shared risk deficits, if any, should not be payable until and unless we generate (and only to the extent of any) risk sharing surpluses. At the termination of the HMO contract, any accumulated deficit should be extinguished. Due to the lack of access to information necessary to estimate the related costs, shared-risk amounts receivable from the HMO are only recorded when such amounts are known. Risk pools for the prior contract years are generally final settled in the third or fourth quarter of the following year. In addition to risk-sharing revenues, the Company also receives incentives under “pay-for-performance” programs for quality medical care, based on various criteria. As an incentive to control enrollee utilization and to promote quality care, certain HMOs have designed the quality incentive programs and commercial generic pharmacy incentive programs to compensate the Company for efforts it takes to improve the quality of services and for efficient and effective use of pharmacy supplemental benefits provided to the HMO’s members. The incentive programs track specific performance measures and calculate payments to the Company based on the performance measures. These incentives are generally recorded in the third and fourth quarters of the fiscal year and recorded when such amounts are known. NGACO AIPBP Revenue Under the NGACO Model, CMS grants the Company a pool of patients to manage (direct care and pay providers) based on a budget established with CMS. The Company is responsible for managing medical costs for these patients. The patients will receive services from physicians and other medical service providers that are both in-network and out-of-network. The Company receives capitation from CMS on a monthly basis to pay claims from in-network providers. The Company records such capitation received from CMS as revenue as the Company is primarily responsible and liable for managing the patient care and for satisfying provider obligations, is assuming the credit risk for the services provided by in-network providers through its arrangement with CMS, and has control of the funds, the services provided and the process by which the providers are ultimately paid. Claims from out-of-network providers are processed or paid by CMS and the Company’s profits or losses in managing the services provided by out-of-network providers are generally determined on an annual basis after reconciliation with CMS. Pursuant to the Company’s risk share agreement with CMS, the Company will be eligible to receive the surplus or be liable for the deficit according to the budget established by CMS based on the Company’s efficiency or lack thereof, respectively, in managing how the patients assigned to the Company by CMS are served by in-network and out-of-network providers. The Company’s profits or losses on providing such services are both capped by CMS. The Company will recognize such surplus or deficit upon substantial completion of reconciliation and determination of the amounts. In accordance with ASC 605-45-45, “Revenue Recognition: Principal Agent Considerations” the Company records such revenues on the gross basis. The Company also has arrangements for billing and payment services with the medical providers within the NGACO network. The Company retains certain defined percentages of the payments made to the providers in exchange for using the Company’s billing and payment services. The revenue for this service is earned as payments are made to medical providers. APAACO and CMS entered into a Next Generation ACO Model Participation Agreement (the “Participation Agreement”) with a term of two performance years through December 31, 2018. CMS may offer to renew the Participation Agreement for additional terms of two performance years. For each performance year, the Company shall submit to CMS its selections for risk arrangement; the amount of a savings/loss cap; alternative payment mechanism; benefits enhancements, if any; and its decision regarding voluntary alignment under the NGACO Model. The Company must obtain CMS consent before voluntarily discontinuing any benefit enhancement during a performance year. For each performance year, CMS shall pay the Company in accordance with the alternative payment mechanism, if any, for which CMS has approved the Company; the risk arrangement for which the Company has been approved by CMS; and as otherwise provided in the Participation Agreement. Following the end of each performance year, and at such other times as may be required under the Participation Agreement, CMS will issue a settlement report to the Company setting forth the amount of any shared savings or shared losses and the amount of other monies owed. If CMS owes the Company shared savings or other monies owed, CMS shall pay the Company in full within 30 days after the date on which the relevant settlement report is deemed final, except as provided in the Participation Agreement. If the Company owes CMS shared losses or other monies owed as a result of a final settlement, the Company shall pay CMS in full within 30 days after the relevant settlement report is deemed final. If the Company fails to pay the amounts due to CMS in full within 30 days after the date of a demand letter or settlement report, CMS shall assess simple interest on the unpaid balance at the rate applicable to other Medicare debts under current provisions of law and applicable regulations. In addition, CMS and the U.S. Department of the Treasury may use any applicable debt collection tools available to collect any amounts owed by the Company. The Company participates in the All-Inclusive Population-Based Payments (“AIPBP”) track of the NGACO Model. Under the AIPBP track, CMS estimates the total annual expenditures for APAACO’s assigned patients and pays that projected amount to us in monthly installments, and we are responsible for all Part A and Part B costs for in-network participating providers and preferred providers contracted by us to provide services to the assigned patients. In October 2017, CMS notified the Company that it has not been renewed for participation in the AIPBP payment mechanism of the NGACO Model for performance year 2018 due to certain alleged deficiencies in performance by the Company. In December 2017, the Company received the official decision on reconsideration request that CMS reversed the prior decision against the Company’s continued participation in the AIPBP mechanism. As a result, the Company is eligible for receiving monthly AIPBP payments at a rate of approximately $ 7.3 Management Fee Income Management fee income encompasses fees paid for management, physician advisory, healthcare staffing, administrative and other non-medical services provided by the Company to IPAs, hospitals and other healthcare providers. Such fees may be in the form of billings at agreed-upon hourly rates, percentages of revenue or fee collections, or amounts fixed on a monthly, quarterly or annual basis. The revenue may include variable arrangements measuring factors such as hours staffed, patient visits or collections per visit against benchmarks, and, in certain cases, may be subject to achieving quality metrics or fee collections. Such variable supplemental revenues are recognized as revenue in the period when such amounts are determined to be fixed and therefore contractually obligated as payable by the customer under the terms of the respective agreement. The Company’s MSA revenue also includes revenue sharing payments from the Company’s partners based on their non-medical services. Medicare Shared Savings Program Surplus Revenue The Company participated in the MSSP, which is sponsored by CMS. The goal of the MSSP is to improve the quality of patient care and outcomes through a more efficient and coordinated approach among providers. The MSSP allows ACO participants to share in cost savings it generates in connection with rendering medical services to Medicare patients. Payments to ACO participants, if any, will be calculated annually by CMS on cost savings generated by the ACO participant relative to the ACO participants’ cost savings benchmark. Revenues earned by the Company are uncertain, and, if such amounts are payable by the CMS, they will be paid on an annual basis significantly after the time earned, and will be contingent on various factors, including achievement of the minimum savings rate as determined by MSSP for the relevant period. Such payments are earned and made on an “all or nothing” basis. The Company considers revenue, if any, under the MSSP, as contingent upon the realization of program savings as determined by CMS, and are not considered earned and therefore are not recognized as revenue until notice from CMS that cash payments are to be imminently received. Fee-for-Service Revenue FFS revenue represents revenue earned under contracts in which the Company bills and collects the professional component of charges for medical services rendered by the Company’s contracted physicians. Under the FFS arrangements, the Company bills patients or their third-party payors for services provided and receives payment. FFS revenue is reported net of contractual allowances and policy discounts. All services provided are expected to result in cash flows and are therefore reflected as net revenue in the financial statements. FFS revenue is recognized in the period in which the services are rendered to specific patients and reduced immediately for the estimated impact of contractual allowances in the case of those patients having third-party payor coverage. The recognition of net revenue (gross charges less contractual allowances) from such visits is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to the Company’s billing center for medical coding and entering into the Company’s billing system and the verification of each patient’s submission or representation at the time services are rendered as to the payor(s) responsible for payment of such services. Revenue is recorded based on the information known at the time of entering of such information into the Company’s billing systems as well as an estimate of the revenue associated with medical services. Stop-Loss Provisions Stop-loss insurance limits the cost of medical services for enrollees whose professional care costs exceed a specified level. Stop-loss insurance premiums are reported as medical expenses and insurance recoveries are reported as a reduction of related medical expenses. The Company has purchased stop-loss insurance, which will reimburse the Company for claims from service providers on a per enrollee basis. APC has $ 60,000 20,000 50,000 200,000 |
Income Taxes | Income Taxes Federal and state income taxes are computed at currently enacted tax rates less tax credits using the asset and liability method. Deferred taxes are adjusted both for items that do not have tax consequences and for the cumulative effect of any changes in tax rates from those previously used to determine deferred tax assets or liabilities. Tax provisions include amounts that are currently payable, changes in deferred tax assets and liabilities that arise because of temporary differences between the timing of when items of income and expense are recognized for financial reporting and income tax purposes, changes in the recognition of tax positions and any changes in the valuation allowance caused by a change in judgment about the realizability of the related deferred tax assets. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company uses a recognition threshold of more-likely-than-not and a measurement attribute on all tax positions taken or expected to be taken in a tax return in order to be recognized in the financial statements. Once the recognition threshold is met, the tax position is then measured to determine the actual amount of benefit to recognize in the financial statements. |
Stock-Based Compensation | Share-Based Compensation The Company maintains a stock-based compensation program for employees, non-employees, directors and consultants, which is more fully described in Note 13. The value of stock-based awards so measured is recognized as compensation expense on a cumulative straight-line basis over the vesting terms of the awards, adjusted for expected forfeitures. The Company sells certain of its restricted common stock to its employees, directors and consultants with a right (but not obligation) of repurchase feature that lapses based on performance of services in the future. The Company accounts for share-based awards granted to persons other than employees and directors under ASC 505-50 Equity-Based Payments to Non-Employees |
Basic and Diluted Earnings Per Share | Basic earnings per share (“EPS”) is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares outstanding plus the effect of dilutive securities outstanding during the periods presented, using treasury stock method. See Note 17 for more details. The weighted-average number of common shares outstanding (the denominator of the EPS calculation) during the period in which the reverse acquisition occurs (2017) was computed as follows: a) The number of common shares outstanding from the beginning of that period to the acquisition date was computed on the basis of the weighted-average number of common shares of the legal acquiree (accounting acquirer - NMM) outstanding during the period multiplied by the exchange ratio established in the Merger. b) The number of common shares outstanding from the acquisition date to the end of that period was the actual number of common shares of the legal acquirer (the accounting acquire -ApolloMed) outstanding during that period. The basic EPS for comparative period (2016) before the acquisition date presented in the consolidated financial statements following the reverse acquisition was calculated by dividing (a) by (b): a) The income of the legal acquiree attributable to common shareholders in each of those periods. b) The legal acquiree’s historical weighted average number of common shares outstanding multiplied by the exchange ratio established in the Merger. |
Non-controlling Interests | Noncontrolling Interests The Company consolidates entities in which the Company has a controlling financial interest. The Company consolidates subsidiaries in which the Company holds, directly or indirectly, more than 50% of the voting rights, and variable interest entities (VIEs) in which the Company is the primary beneficiary. Noncontrolling interests represent third-party equity ownership interests (including certain VIEs) in the Company’s consolidated entities. The amount of net income attributable to noncontrolling interests is disclosed in the consolidated statements of income. |
Mezzanine Equity | Mezzanine Equity Based on the shareholder agreements for APC, in the event of a disqualifying event, as defined in the agreements, APC could be required to repurchase the shares from their respective shareholders based on certain triggers outlined in the shareholder agreements. As the redemption feature of the shares is not solely within the control of APC, the equity of APC does not qualify as permanent equity and has been classified as mezzanine or temporary equity. Accordingly, the Company recognizes noncontrolling interests in APC as mezzanine equity in the consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 and other subsequent revisions amends the guidance for revenue recognition to replace numerous, industry specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company will adopt ASU 2014-09 on January 1, 2018. The Company has completed the process of compiling the exhaustive list of revenue contracts, has completed its analysis and is finalizing the implementation plan. This review process included (1) accumulating all customer contractual arrangements for each revenue stream; (2) identifying individual performance obligations pursuant to the revenue stream’s contractual arrangement; (3) quantifying the estimated variable consideration; (4) allocating consideration among the identified performance obligations; and (5) determining the timing of revenue recognition pursuant to each revenue stream’s arrangement. The Company selected the cumulative effect (modified retrospective) approach for the transition and, based on its preliminary assessment, the Company does not expect a significant adjustment to retained earnings upon adoption. Historically, the Company has recognized capitation revenue in the month in which the Company is obligated to provide services. The timing and amount of revenue recognition for capitation revenue is not expected to change under the new standard. Also, historically, the Company has recognized revenue from risk pool settlements and incentives when such amounts are known; under the new standard, the Company has preliminarily concluded that it will recognize revenue from risk pool settlements and incentives using the expected value method. Accordingly, when estimating variable consideration, the Company will consider all information (historical, current and forecasted) that is reasonably available to it. The amount determined based on that estimate will be recognized only to the extent it is probable that a significant reversal of cumulative revenue will not occur in future periods. As it relates specifically to the Company’s Next Generation ACO Model under a Participation Agreement with the Centers for Medicare & Medicaid Services (CMS), the Company currently recognizes capitation revenue in the month in which the Company is obligated to provide services. The timing and amount of revenue recognition for capitation revenue is not expected to change under the new standard. Also, currently, the Company recognizes revenue from risk pool settlements and incentives under the arrangement with CMS when such amounts are known. Because the Company’s arrangement with CMS is new (became effective in 2017), numerous factors create uncertainty regarding the risk pool settlement and incentive amounts that the Company is entitled to receive and limited historical data exists to develop reasonable and reliable estimates. As a result, the Company has preliminarily concluded that revenue from risk pool settlements and incentives under the arrangement with CMS will be recognized when such amounts are known. The Company will continue to evaluate and assess the reliability and reasonableness of data available to it in order develop future estimates, and will recognize risk pool settlements and incentives revenue based on such estimates only to the extent it is probable that a significant reversal of cumulative revenue will not occur in future periods. Historically, the Company has recognized fee-for-service revenue in the period in which the services are rendered to specific patients which is reduced immediately for the estimated impact of contractual allowances in the case of those patients having third-party payor coverage. The timing and amount of the fee-for-service revenue recognition is not expected to change under the new standard. Historically, the Company has recognized management fee income for services provided for independent practice associations in the month in which the Company is obligated to provide the related claims processing and other administrative services. The timing and amount of revenue recognition for management fee income is not expected to change under the new standard. Our assessment of the impact of adopting ASU 2014-09 also included a review of our business processes, systems, and controls, as well as an assessment of the impact to future disclosures. The changes associated with the adoption of ASU 2014-09 will not require significant changes to controls and procedures around the revenue recognition process. However, under the new standard, our notes to our consolidated financial statements related to revenue recognition will be expanded specifically around the quantitative and qualitative information about performance obligations, variable consideration, disaggregation of revenue, contract assets, and contract liabilities, as well as significant judgments and estimates used by the Company in applying the new five-step revenue model. The Company continues to evaluate these disclosure requirements. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”, ("ASU 2016-01"). ASU 2016-01 addresses certain aspects of recognition, measurement, presentation and disclosures of financial instruments including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. The Company will adopt ASU 2016-01 on January 1, 2018. The adoption of ASU 2016-01 is not expected to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees may not apply a full retrospective transition approach. The Company expects that the transition may result in additions and changes to classifications on the consolidated balance sheets, and changes to disclosures. The Company has not completed its review of the new guidance; however, the Company anticipates that upon adoption of the standard it will recognize additional assets and corresponding liabilities related to leases on its consolidated statements of assets and liabilities. In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, (“ASU 2016-09”). This ASU makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation, and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. The Company adopted this guidance on January 1, 2017. The adoption of ASU 2016-09 did not have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments”, (“ASU 2016-13”). The new standard requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. ASU 2016-13 will become effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the impact ASU 2016-13 will have on the consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments”, (“ASU 2016-15”). This ASU provides clarification regarding how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This ASU addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The issues addressed in this ASU that will affect the Company are classifying debt prepayments or debt extinguishment costs and contingent consideration payments made after a business combination. This update is effective for annual and interim periods beginning after December 15, 2017, and interim periods within that reporting period. The Company will adopt ASU 2016-15 on January 1, 2018. In December 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230) Restricted Cash”, ("ASU 2016-18”). The amendments in ASU 2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The Company adopted ASU 2016-18 on January 1, 2018. The adoption of ASU 2016-18 is expected to have a material impact on the Company’s consolidated financial statements as it relates to the $18,000,000 restricted cash. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”, (“ASU 2017-01”). This ASU provides a screen to determine when a set is not a business, which requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business, which reduces the number of transactions that need to be further evaluated. If the screen is not met, this ASU requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and also remove the evaluation of whether a market participant could replace missing elements. The Company will adopt ASU 2017-01 on January 1, 2018. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, (“ASU 2017-04”). This ASU eliminates Step 2 from the goodwill impairment test if the carrying amount exceeds the fair value of a reporting unit and also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. This update is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently assessing the impact the adoption of ASU 2017-04 will have on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09 , “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting,” (“ASU 2017-09”) to clarify which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This ASU is effective for annual periods beginning after December 15, 2017. ASU 2017-09 will be applied prospectively when changes to the terms or conditions of a share-based payment award occur. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part 1) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception” (“ASU 2017-11”). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. The amendments in Part 1 of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in any interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently assessing the impact the adoption of ASU 2017-11 will have on the Company’s consolidated financial statements. |
Fair Value Measurements of Financial Instruments | The Company’s financial instruments consist of cash and cash equivalents, fiduciary cash, restricted cash, investment in marketable securities, accounts receivable, loans receivable related parties, derivative asset (warrants), accounts payable, certain accrued expenses, bank loan, loan payable related party and the line of credit. The carrying values of the financial instruments classified as current in the accompanying consolidated balance sheets are considered to be at their fair values, due to the short maturity of these instruments. The carrying amount of the loan receivables long term and line of credit approximates fair value as they bear interest at rates that approximate current market rates for debt with similar maturities and credit quality. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 Level 2 Level 3 Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Money market accounts* $ 41,231,405 $ - $ - $ 41,231,405 Marketable securities certificates of deposit 1,057,090 - - 1,057,090 Marketable securities equity securities 86,005 - - 86,005 Total $ 42,374,500 $ - $ $ 42,374,500 The carrying amounts and fair values of the Company’s financial instruments as of December 31, 2016 are presented below: Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Money market accounts* $ 42,553,887 $ - $ - $ 42,553,887 Marketable securities certificates of deposit 1,051,807 - - 1,051,807 Derivative asset (warrants) - - 5,338,886 5,338,886 Total $ 43,605,694 $ - $ 5,338,886 $ 48,944,580 * Included in cash and cash equivalents Derivative Balance at January 1, 2015 $ 2,088,889 Fair value of warrants acquired in ApolloMed 1,527,776 Change in fair value of warrant liabilities 1,722,221 Balance at December 31, 2016 5,338,886 Change in fair value of warrant liabilities (44,886) Balance at Merger 5,294,000 Distribution to former NMM shareholders (5,294,000) Balance at December 31, 2017 $ - The fair value of the warrant derivative asset of approximately $ 5.3 3.79 4.24 1.67 1.76 63.0 62.5 7.50 0 1.5 5 1.2 69.9 5.93 0 The fair value of the warrant derivative asset of approximately $ 5.3 2.85 3.31 1.90 39.24 40.26 9.99 0 There have been no changes in Level 1, Level 2, or Level 3 classification and no changes in valuation techniques for these assets for the years ended December 31, 2017 and 2016. |
Investments in Other Entities | Investments in Other Entities Equity Method The Company accounts for certain investments using the equity method of accounting when it is determined that the investment provides the Company with the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the investee and is recognized in the accompanying consolidated statements of income under “Income from equity method investments” and also is adjusted by contributions to and distributions from the investee. Equity method investments are subject to impairment evaluation. No impairment loss was recorded on equity method investments for the years ended December 31, 2017 and 2016. Cost Method The Company uses the cost method to account for investments in companies for which it does not exercise significant influence or control. The Company reviews its investments in other entities accounted under the cost method to determine whether events or changes in circumstances indicate that the investment carrying amount may not be recoverable. The primary factors the Company considers in its determination are the financial condition, operating performance and near-term prospects of the investee. If the decline in value is deemed to be other than temporary, the Company would recognize an impairment loss. No impairment loss was recorded on investments accounted under the cost method for the years ended December 31, 2017 and 2016. |
Basis of Presentation and Sum28
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments | The Company had major payors that contributed the following percentage of net revenue: For The Years Ended 2017 2016 Payor A 14.1 % 14.4 % Payor B 18.1 % 17.8 % Payor C 11.1 % 12.3 % Payor D 11.3 % 14.0 % The Company had major payors that contributed to the following percentage of receivables before the allowance for doubtful accounts: As of December 31, 2017 2016 Payor D 23.8 % 37.4 % Payor E 30.5 % 47.1 % |
Fair Value Measurements, Recurring and Nonrecurring | The carrying amounts and fair values of the Company’s financial instruments as of December 31, 2017 are presented below: Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Money market accounts* $ 41,231,405 $ - $ - $ 41,231,405 Marketable securities certificates of deposit 1,057,090 - - 1,057,090 Marketable securities equity securities 86,005 - - 86,005 Total $ 42,374,500 $ - $ $ 42,374,500 The carrying amounts and fair values of the Company’s financial instruments as of December 31, 2016 are presented below: Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Money market accounts* $ 42,553,887 $ - $ - $ 42,553,887 Marketable securities certificates of deposit 1,051,807 - - 1,051,807 Derivative asset (warrants) - - 5,338,886 5,338,886 Total $ 43,605,694 $ - $ 5,338,886 $ 48,944,580 * Included in cash and cash equivalents |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | The following summarizes activity of Level 3 inputs measured on a recurring basis for the years ended December 31, 2017 and 2016: Derivative Balance at January 1, 2015 $ 2,088,889 Fair value of warrants acquired in ApolloMed 1,527,776 Change in fair value of warrant liabilities 1,722,221 Balance at December 31, 2016 5,338,886 Change in fair value of warrant liabilities (44,886) Balance at Merger 5,294,000 Distribution to former NMM shareholders (5,294,000) Balance at December 31, 2017 $ - |
Mergers and Acquisitions (Table
Mergers and Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Business Acquisitions, by Acquisition | Equity consideration (1) $ 61,092,050 Estimated fair value of ApolloMed preferred stock held by NMM (2) 19,118,000 Estimated fair value of NMM’s noncontrolling interest in APAACO (3) 5,129,000 Estimated fair value of the outstanding ApolloMed stock options (4) 187,333 Total estimated purchase consideration $ 85,526,383 (1) Equity consideration Immediately following the Effective Time, pre-Merger ApolloMed stockholders continued to hold an aggregate of 6,109,205 (2) Estimated fair value of ApolloMed’s preferred shares held by NMM NMM currently owns all the shares of ApolloMed Series A preferred stock and Series B preferred stock, which was acquired prior to the Merger. As part of the Merger, the ApolloMed Series A preferred stock and Series B preferred stock is remeasured at fair value and included as part of the consideration transferred to ApolloMed. The fair value of the Series A preferred stock and Series B preferred stock is reflective of the liquidation preferences, claims of priority and conversion option values thereof. In aggregate, the Series A preferred stock and Series B preferred stock were valued to be $ 19,118,000 2 37.9 1.8 12,745,000 6,373,000 (3) Estimated fair value of NMM’s 50% share of APA ACO Inc. Prior to the Merger, APAACO was owned 50% by ApolloMed and 50% NMM. NMM’s noncontrolling interest in APAACO has been remeasured at fair value as of the closing date and is added to the consideration transferred to ApolloMed as a result of NMM relinquishing its equity investment in APAACO in order to obtain control of ApolloMed. The fair value of NMM’s noncontrolling interest in APAACO has been estimated to be $5,129,000 using the discounted cash flow method and NMM recorded a gain on investment for the same amount to reflect the fair value of this investment prior the Merger. (4) Estimated fair value of the ApolloMed outstanding stock options The estimated fair value of the outstanding ApolloMed stock options is included in consideration transferred in accordance with ASC 805. The outstanding ApolloMed stock options are expected to vest in conjunction with the Merger due to a pre-existing change-of-control provision associated with the awards. There is no future service requirement. |
Business Combonation, Equity consideration | Number of shares of the combined company that would be owned by pre-Merger ApolloMed stockholders (1) 6,109,205 Multiplied by the price per share of ApolloMed’s common stock (2) $ 10.00 Equity consideration $ 61,092,050 (1) Represents the number of shares of the combined company that pre-Merger ApolloMed stockholders would own at closing of the Merger. (2) Represents the closing price of ApolloMed’s common stock on December 8, 2017. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Assets acquired Cash and cash equivalents $ 36,367,555 Accounts receivable, net 7,261,588 Other receivables 3,211,028 Prepaid expenses 249,193 Property, plant and equipment, net 1,114,332 Restricted cash 745,220 Fair value of intangible assets acquired 14,984,000 Deferred tax assets 1,387,961 Other assets 217,241 Total assets acquired $ 65,538,118 Liabilities assumed Accounts payable and accrued liabilities $ 8,632,893 Medical liabilities 39,353,540 Line of credit 25,000 Convertible note payable, net 5,376,215 Convertible note payable - related party 9,921,938 Noncontrolling interest 3,142,000 Total liabilities assumed and noncontrolling interest $ 66,451,586 Net liabilities assumed $ (913,468) Goodwill $ 86,439,851 |
Business Acquisition, Pro Forma Information | The pro forma combined historical results, as if ApolloMed had been acquired as of January 1, 2016 and 2017, are estimated as follows (unaudited): Year Year Net revenues $ 478,873,780 $ 358,180,435 Net income attributable to Apollo Medical Holdings, Inc. $ 9,982,706 $ 1,072,357 Weighted average common shares outstanding: Basic 25,525,786 24,673,081 Earnings per share: basic $ 0.39 $ 0.04 Weighted average common shares outstanding: diluted 28,661,735 27,970,431 Earnings per share: diluted $ 0.35 $ 0.04 |
APCN-ACO Inc [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The final allocation of the total purchase price to the net assets acquired is summarized as follows: Investments in other entities cost method $ 25,000 Identifiable intangible asset - member relationships 1,738,000 Goodwill 1,679,849 Total assets acquired 3,442,849 Deferred tax liability (367,849) Total liabilities assumed (367,849) Net assets acquired $ 3,075,000 |
AP-ACO [Member] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The final allocation of the total purchase price to the net assets acquired is summarized as follows: Identifiable intangible asset - member relationships $ 1,497,000 Goodwill 1,192,968 Total assets acquired 2,689,968 Deferred tax liability (609,968) Total liabilities assumed (609,968) Net assets acquired $ 2,080,000 |
Land, Property and Equipment,30
Land, Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Land, property and equipment, net consisted of: 2017 2016 Land $ 3,300,000 $ 3,300,000 Buildings 2,308,247 2,510,161 Computer software 2,471,015 2,263,805 Furniture and equipment 11,557,683 7,928,054 Construction in progress 744,706 954,470 Leasehold improvements 5,295,700 1,621,605 25,677,351 18,578,095 Less accumulated depreciation and amortization (11,863,045) (8,204,762) Land, property and equipment, net $ 13,814,306 $ 10,373,333 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Useful Gross Gross Net Life December 31, Impairment/ December 31, Accumulated December 31, (Years) 2016 Additions Disposal 2017 Amortization 2017 Indefinite Lived Assets: Medicare license N/A $ - $ 1,994,000 $ - $ 1,994,000 $ - $ 1,994,000 Amortized Intangible Assets: Network relationships 11-15 106,660,000 3,223,000 - 109,883,000 (35,842,508) 74,040,492 Management contracts 15 22,832,000 - - 22,832,000 (5,014,886) 17,817,114 Member relationships 5-12 3,235,000 6,696,000 (3,235,000) 6,696,000 (46,500) 6,649,500 Patient management platform 5 - 2,060,000 - 2,060,000 (34,336) 2,025,664 Tradename/trademarks 20 - 1,011,000 - 1,011,000 (4,212) 1,006,788 $ 132,727,000 $ 14,984,000 $ (3,235,000) $ 144,476,000 $ (40,942,442) $ 103,533,558 At December 31, 2016, intangible assets, net consisted of the following: Useful Gross Gross Net Life December 31, Impairment/ December 31, Accumulated December 31, (Years) 2015 Additions Disposal 2016 Amortization 2016 Amortized Intangible Assets: Network relationships 11-15 $ 106,660,000 $ - $ - $ 106,660,000 $ (22,186,665) $ 84,473,335 Management contracts 15 22,832,000 - - 22,832,000 (2,446,286) 20,385,714 Member relationships 5-7 - 3,235,000 - 3,235,000 - 3,235,000 $ 129,492,000 $ 3,235,000 $ - $ 132,727,000 $ (24,632,951) $ 108,094,049 |
Schedule of future amortization expense | Amount 2018 $ 16,657,000 2019 14,480,000 2020 12,671,000 2021 10,961,000 2022 9,448,000 Thereafter 37,323,000 $ 101,540,000 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Balance at January 1, 2016 $ 100,851,144 Acquisitions 2,872,817 Impairments (316,610) Balance at December 31, 2016 $ 103,407,351 Acquisitions (Note 3) 86,439,851 Balance at December 31, 2017 $ 189,847,202 |
Investments in Other Entities (
Investments in Other Entities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments | Investments in other entities equity method consisted of the following: Years ended December 31, 2017 2016 Universal Care, Inc. $ 8,609,455 $ 10,942,360 LaSalle Medical Associates IPA Line of Business 9,452,767 9,503,875 Diagnostic Medical Group 1,847,411 1,683,698 Pacific Medical Imaging & Oncology Center, Inc. 1,400,693 1,346,428 Pacific Ambulatory Surgery Center, LLC 593,198 779,704 $ 21,903,524 $ 24,256,065 |
LaSalle Medical Associates IPA [Member] | |
Equity Method Investments | LMA’s IPA line of business summarized balance sheets at December 31, 2017 and 2016 and summarized statements of income for the years ended December 31, 2017 and 2016 are as follows (unaudited): Balance Sheets December 31, 2017 2016 Assets Cash and cash equivalents $ 21,065,105 $ 18,441,306 Receivables, net 2,433,116 3,142,173 Other current assets 1,565,606 1,589,606 Loan receivable 1,250,000 1,250,000 Restricted cash 662,109 657,171 Total assets $ 26,975,936 $ 25,080,256 Liabilities and Stockholders’ Equity December 31, 2017 2016 Current liabilities $ 20,353,337 $ 18,253,224 Stockholders’ equity 6,622,599 6,827,032 Total liabilities and stockholders’ equity $ 26,975,936 $ 25,080,256 Statements of Income Years ended December 31, 2017 2016 Revenues $ 195,143,984 $ 191,530,251 Expenses 188,265,085 164,694,297 Income before provision for income taxes 6,878,899 26,835,954 Provision for income taxes (3,083,333) (11,406,393) Net income $ 3,795,566 $ 15,429,561 |
Universal Care Inc [Member] | |
Equity Method Investments | Balance Sheets December 31, 2017 2016 Assets Cash $ 21,872,894 $ 23,155,207 Receivables, net 18,618,760 17,928,792 Other current assets 13,021,520 11,319,582 Other assets 3,754,470 2,432,338 Property and equipment, net 1,576,621 1,099,766 Total assets $ 58,844,265 $ 55,935,685 Liabilities and Stockholders’ Equity (Deficit) December 31, 2017 2016 Current liabilities $ 54,421,532 $ 46,718,155 Other liabilities 10,051,952 8,075,977 Stockholders’ equity (deficit) (5,629,219) 1,141,553 Total liabilities and stockholders’ equity (deficit) $ 58,844,265 $ 55,935,685 Statements of Income Operations Years ended December 31, 2017 2016 Revenues $ 188,389,384 $ 161,289,612 Expenses 193,196,938 161,277,959 (Loss) income before benefit for income taxes (4,807,554) 11,653 Benefit for from income taxes (36,835) (1,615,678) (Loss) income before other income and discontinued operations (4,770,719) 1,627,331 Other income - 106,875 Total other income (loss) from discontinued operations - 106,875 Net (loss) income $ (4,770,719) $ 1,734,206 |
Accounts Payable and Accrued 34
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued liabilities | Accounts payable and accrued expenses consisted of the following: December 31, 2017 2016 Accounts payable $ 3,786,381 $ 1,424,573 Specialty capitation payable 547,307 678,335 Subcontractor IPA risk pool payable 1,348,376 1,709,112 ACA payable - 718,808 Professional fees 3,004,215 411,705 Deferred revenue 250,000 603,041 Accrued compensation 4,343,341 2,537,703 $ 13,279,620 $ 8,083,277 |
Medical Liabilities (Tables)
Medical Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Medical Liabilities [Abstract] | |
Medical Liabilities | Medical liabilities consisted of the following: Years ended December 31, 2017 2016 Balance, beginning of year $ 18,957,465 $ 16,011,519 Medical liabilities assumed from Merger 39,353,540 - Claims paid for previous year (23,075,516) (14,501,482) Incurred health care costs 121,846,375 98,906,764 Claims paid for current year (92,476,160) (84,520,493) Adjustments (633,386) 3,061,157 Balance, end of year $ 63,972,318 $ 18,957,465 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income tax provision (benefit) | Provision for (benefit from) income taxes consisted of the following for the years ended December 31: 2017 2016 Current Federal $ 19,219,251 $ 9,161,855 State 5,336,885 2,664,336 24,556,136 11,826,191 Deferred Federal (18,718,113) (2,199,180) State (1,951,238) (810,599) (20,669,351) (3,009,779) Total provision for income taxes $ 3,886,785 $ 8,816,412 |
Deferred tax assets (liabilities) | 2017 2016 Deferred tax assets (liabilities) State taxes $ 1,001,754 $ 888,867 Stock options 1,784,524 1,685,965 Accrued payroll and related cost 185,130 208,576 Accrued hospital pool deficit 282,913 - Net operating loss carryforward 7,069,776 - Property and equipment (1,286,452) (2,009,313) Acquired intangible assets (28,626,943) (44,036,361) Other (1,941,368) (3,669,941) Net deferred tax liabilities before valuation allowance (21,530,666) (46,932,207) Valuation allowance (3,385,932) - Net deferred tax liabilities $ (24,916,598) $ (46,932,207) |
Provision for income taxes | The provision for income taxes differs from the amount computed by applying the federal income tax rate as follows for the years ended December 31: 2017 2016 Tax provision at U.S. Federal statutory rates 35.0 % 35.0 % State income taxes net of federal benefit 4.4 6.0 Non-deductible permanent items (9.7) 6.5 Non-taxable entities (1.9) (3.2) Stock-based compensation 0.9 0.0 Other 1.4 2.5 Change in valuation allowance (2.9) 0.0 Change in rate (19.4) 0.0 Effective income tax rate 7.8 % 46.8 % |
Mezzanine and Shareholders_ E37
Mezzanine and Shareholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Year ended December 31, 2017 2016 Expected term 0.93 - 1.75 years 2.75 years Expected volatility 38.10% - 41.60 % 53.01 % Risk-free interest rate 1.64% - 1.86 % 1.47 % Market value of common stock $0.52 - $0.76 $0.52 - $0.76 Annual dividend yield 2.23% - 3.53 % 2.51% - 3.53 % Forfeiture rate 0% - 6.8 % 8 % |
Warrants Outstanding | Warrants consisted of the following: Shares Weighted Weighted Aggregate Warrants outstanding at January 1, 2017 Warrants assumed in the Merger 1,898,541 $ 9.06 2.69 $ 14.94 Warrants granted 1,750,000 10.49 5.00 13.51 Warrants exercised - - - - Warrants forfeited - - - - Warrants outstanding at December 31, 2017 3,648,541 $ 9.75 3.74 $ 14.25 Weighted-Average Number of Outstanding at December 31, 2016 $ - - Warrants assumed in the Merger 0.94 1,898,541 Granted - 1,750,000 Exercised - - Cancelled - - Outstanding at December 31, 2017 $ 14.25 3,648,541 Weighted Weighted Average Average Exercise Price Exercise Price Per Warrants Remaining Warrants Per Share Outstanding Contractual Life Exercisable Share $ 4.00 - 4.50 116,875 0.24 116,875 $ 4.41 9.00 10.00 2,681,666 3.51 2,681,666 9.58 11.00 850,000 4.94 850,000 11.00 $ 4.50 10.00 3,648,541 3.74 3,648,541 $ 9.75 |
Contracted physicians and other services [Member] | |
Stock Option Transactions Under Stock Option Plans | Share-based compensation expense related to common stock option awards granted in connection with the Exclusivity Amendment Agreement recognized over their respective vesting periods is as follows: Year ended December 31, 2017 2016 Contracted physicians and other services $ 2,113,116 $ 1,512,740 |
Exclusivity Amendment Agreement, NMM [Member] | |
Stock Option Transactions Under Stock Option Plans | The Company’s stock option activity for options grants under the Exclusivity Amendment Agreement for NMM is summarized below: Shares Weighted Weighted Aggregate Options outstanding at January 1, 2016 139,016 $ 2.44 3.75 $ 473,363 Options granted - - - - Options exercised - - - - Options forfeited - - - - Options outstanding at December 31, 2016 139,016 $ 2.44 2.75 $ 717,155 Options exercisable at December 31, 2016 139,016 $ 2.44 2.75 $ 717,155 Options outstanding at January 1, 2017 139,016 $ 2.44 2.75 $ 717,155 Options granted Options exercised (102,199) 2.44 - 527,223 Options forfeited (36,817) 2.44 - - Options outstanding at December 31, 2017 - $ - - $ - Options exercisable at December 31, 2017 - $ - - $ - |
Exclusivity Amendment Agreement, APC [Member] | |
Stock Option Transactions Under Stock Option Plans | The Company’s stock option activity for options grants under the Exclusivity Amendment Agreement for APC is summarized below: Shares Weighted Weighted Aggregate Options outstanding at January 1, 2016 1,910,400 $ 0.167 3.75 $ 960,931 Options granted - - - - Options exercised - - - - Options forfeited - - - - Options outstanding at December 31, 2016 1,910,400 $ 0.167 2.75 $ 1,138,598 Options exercisable at December 31, 2016 1,910,400 $ 0.167 2.75 $ 1,138,598 Options outstanding at January 1, 2017 1,910,400 $ 0.167 2.75 $ 1,138,598 Options granted - - - - Options exercised (1,056,600) 0.167 - 629,734 Options forfeited - - - - Options outstanding at December 31, 2017 853,800 $ 0.167 1.75 $ 508,864 Options exercisable at December 31, 2017 853,800 $ 0.167 1.75 $ 508,864 |
Employee Stock Option [Member] | |
Stock Option Transactions Under Stock Option Plans | The activity of stock options under the 2010, 2013 and 2015 Plans are as follows: Shares Weighted Weighted Aggregate Options outstanding at January 1, 2017 - $ - - $ - Options assumed in the Merger (see Note 3) 1,141,040 3.95 5.85 5.81 Options granted - - - - Options exercised - - - - Options forfeited - - - - Options outstanding at December 31, 2017 1,141,040 $ 3.95 5.79 $ 19.81 Options exercisable at December 31, 2017 1,141,040 $ 3.95 5.79 $ 19.81 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Years ending December 31, Amount 2018 $ 3,638,000 2019 3,056,000 2020 2,523,000 2021 1,533,000 2022 613,000 Thereafter 884,000 Total $ 12,247,000 |
Schedule Of Capital Lease | The following is a schedule of future minimum lease payments on the non-cancelable capital lease as of December 31, 2017: Year ending December 31, Amount 2017 $ 792,798 Total minimum payments required 792,798 Less amount representing interest (75,059) Present value of net minimum lease payments 717,739 Less current portion (98,738) Long-term portion $ 619,001 Equipment under capital lease $ 750,000 Less: accumulated amortization (53,571) $ 696,429 |
Schedule of Future Minimum Lease Payments for Capital Leases | As of December 31, 2017 the future minimum payments under non-cancelable capital leases were approximately as follows: Years ending December 31, Amount 2018 $ 119,000 2019 119,000 2020 119,000 2021 119,000 2022 119,000 Thereafter 198,000 Total $ 793,000 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Below is a summary of the earnings per share computations: Years ended December 31, 2017 2016 Earnings per share basic $ 1.01 $ 0.46 Earnings per share diluted $ 0.90 $ 0.41 Weighted average shares of common stock outstanding basic 25,525,786 24,673,081 Weighted average shares of common stock outstanding diluted 28,661,735 27,970,431 |
Schedule of Weighted Average Number of Shares | Below is a summary of the shares included in the diluted earnings per share computations: Years ended December 31, 2017 2016 Weighted average shares of common stock outstanding basic 25,525,786 24,673,081 10% shares held back pursuant to indemnification clause 3,039,749 2,741,454 Stock options 44,716 555,896 Warrants 51,484 - Weighted average shares of common stock outstanding diluted 28,661,735 27,970,431 |
Variable Interest Entities (V40
Variable Interest Entities (VIEs) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | December 31, 2017 2016 Assets Current assets Cash and cash equivalents $ 54,686,370 $ 42,452,619 Restricted cash short-term 18,005,661 101,132 Fiduciary cash 2,017,437 1,050,739 Investment in marketable securities 1,057,090 1,051,807 Receivables, net 15,183,483 21,025,668 Prepaid expenses and other current assets 1,821,328 727,743 Total current assets 92,771,369 66,409,708 Noncurrent assets Land, property and equipment, net 10,167,689 7,294,994 Intangible assets, net 70,841,907 84,473,335 Goodwill 60,012,316 56,213,448 Loans receivable related parties 5,000,000 5,200,000 Loan receivable 5,000,000 - Investments in other entities equity method 21,903,524 24,256,065 Investments in other entities cost method 4,320,000 4,320,000 Restricted cash long-term 745,235 - Other assets 1,371,664 1,596,848 Total noncurrent assets 179,362,335 183,354,690 Total assets $ 272,133,704 $ 249,764,398 Current liabilities Accounts payable and accrued expenses $ 3,625,610 $ 4,213,551 Incentives payable 21,500,000 19,621,645 Fiduciary accounts payable 2,017,437 1,050,739 Medical liabilities 25,186,240 18,957,465 Income taxes payable 1,463,540 2,999,225 Amount due to affiliate 24,889,717 3,204,334 Bank loan, short-term 510,391 - Capital lease obligations 98,738 - Total current liabilities 79,291,673 50,046,959 Noncurrent liabilities Deferred tax liability 20,970,766 36,148,696 Liability for unissued equity shares 1,185,025 1,008,925 Capital lease obligations, net of current portion 619,001 - Total noncurrent liabilities 22,774,792 37,157,621 Total liabilities $ 102,066,465 $ 87,204,580 |
Description of Business - Addit
Description of Business - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 15, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2011 | Dec. 07, 2017 | Jul. 31, 2016 | May 31, 2016 | Jun. 04, 2014 | |
Description Of Business [Line Items] | ||||||||
Proceeds from Issuance of Common Stock | $ 2,160,736 | $ 10,903,700 | ||||||
Initial Fixed Term Of Amended and Restated Management and Administrative Services Agreement | 30 years | |||||||
Payments to Acquire Equity Method Investments | $ 0 | $ 2,440,000 | ||||||
ApolloMed [Member] | ||||||||
Description Of Business [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 4.95% | |||||||
Concourse Diagnostic Surgery Center, LLC [Member] | ||||||||
Description Of Business [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 41.59% | 43.43% | 43.80% | |||||
Payments to Acquire Equity Method Investments | $ 625,000 | |||||||
Universal Care Acquisition Partners, LLC [Member] | ||||||||
Description Of Business [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||
Network Medical Management, Inc. [Member] | ||||||||
Description Of Business [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 6.29% | |||||||
International Cancer Center ICC” [Member] | ||||||||
Description Of Business [Line Items] | ||||||||
Proceeds from Issuance of Common Stock | $ 400,000 | |||||||
Equity Method Investment, Ownership Percentage | 40.00% |
Basis of Presentation and Sum42
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Dec. 07, 2017 | Jan. 31, 2018 | Mar. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Summary Of Significant Accounting Policies [Line Items] | |||||
Expected term | 2 years 9 months | ||||
Risk free interest rate | 1.47% | ||||
Expected volatility rate | 53.01% | ||||
Health Care Organization, Patient Service Revenue | $ 11,712,965 | $ 9,163,970 | |||
Cash, Uninsured Amount | 135,300,000 | 74,200,000 | |||
Restricted Cash | 18,005,661 | 101,132 | |||
Increase in Restricted Cash | 18,000,000 | 0 | |||
Marketable Securities, Current | 1,143,095 | 1,051,807 | |||
Allowance for Doubtful Accounts Receivable, Current | 407,953 | 0 | |||
Derivative Asset, Noncurrent | 0 | 5,338,886 | |||
Goodwill and Intangible Asset Impairment, Total | $ 2,431,791 | 324,306 | |||
Goodwill, Impairment Loss | 316,610 | ||||
Equity Method Investment, Significant Influence Description | Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. | ||||
Restricted Cash, Noncurrent | $ 745,235 | 0 | |||
Assets Held-in-trust, Current | 2,017,437 | 1,050,739 | |||
Provision for Loss on Contracts | 0 | $ 0 | |||
Subsequent Event [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Payment Of Revenue | $ 7,300,000 | ||||
Professional Stop Loss [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Health Care Organization, Patient Service Revenue | 20,000 | ||||
Medi-Cal Patients Stop Loss [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Health Care Organization, Patient Service Revenue | $ 200,000 | ||||
Warrant Liability [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Expected term | 5 years | ||||
Risk free interest rate | 1.90% | 1.20% | |||
Expected volatility rate | 69.90% | ||||
Share Price | $ 9.99 | $ 5.93 | $ 7.50 | ||
Percentage For Down round financing | 0.00% | 0.00% | 0.00% | ||
Financial Liabilities Fair Value Disclosure | $ 1,500,000 | ||||
Derivative Asset, Noncurrent | $ 5,300,000 | $ 5,300,000 | |||
Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Expected term | 1 year 9 months | ||||
Risk free interest rate | 1.86% | ||||
Expected volatility rate | 41.60% | ||||
Share Price | $ 0.76 | $ 0.76 | |||
Restricted Cash Interest Rate | 0.10% | ||||
Marketable Securities Maturity Period | 12 years | ||||
Maximum | Warrant Liability [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Expected term | 3 years 3 months 22 days | 4 years 2 months 26 days | |||
Risk free interest rate | 1.76% | ||||
Expected volatility rate | 40.26% | 63.00% | |||
Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Expected term | 11 months 5 days | ||||
Risk free interest rate | 1.64% | ||||
Expected volatility rate | 38.10% | ||||
Share Price | $ 0.52 | $ 0.52 | |||
Restricted Cash Interest Rate | 0.05% | ||||
Marketable Securities Maturity Period | 4 years | ||||
Minimum | Warrant Liability [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Expected term | 2 years 10 months 6 days | 3 years 9 months 14 days | |||
Risk free interest rate | 1.67% | ||||
Expected volatility rate | 39.24% | 62.50% | |||
APA ACO [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated Revenue Percentage | 100.00% | ||||
APC [Member] | Professional Stop Loss [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Health Care Organization, Patient Service Revenue | $ 60,000 | ||||
MMG [Member] | Professional Stop Loss [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Health Care Organization, Patient Service Revenue | $ 50,000 |
Percentage of Net Revenue and T
Percentage of Net Revenue and Total Accounts Receivable (Detail) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Sales Revenue, Net | Payor A [Member] | ||
Accounts Receivable And Net Revenue [Line Items] | ||
Concentration Risk, Percentage | 14.10% | 14.40% |
Sales Revenue, Net | Payor B [Member] | ||
Accounts Receivable And Net Revenue [Line Items] | ||
Concentration Risk, Percentage | 18.10% | 17.80% |
Sales Revenue, Net | Payor C [Member] | ||
Accounts Receivable And Net Revenue [Line Items] | ||
Concentration Risk, Percentage | 11.10% | 12.30% |
Sales Revenue, Net | Payor D [Member] | ||
Accounts Receivable And Net Revenue [Line Items] | ||
Concentration Risk, Percentage | 11.30% | 14.00% |
Accounts Receivable | Payor D [Member] | ||
Accounts Receivable And Net Revenue [Line Items] | ||
Concentration Risk, Percentage | 23.80% | 37.40% |
Accounts Receivable | Payor E [Member] | ||
Accounts Receivable And Net Revenue [Line Items] | ||
Concentration Risk, Percentage | 30.50% | 47.10% |
Carrying Amounts and Fair Value
Carrying Amounts and Fair Values of Company's Financial Instruments (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Assets, Fair Value Disclosure | $ 42,374,500 | $ 48,944,580 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Assets, Fair Value Disclosure | 42,374,500 | 43,605,694 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Assets, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Assets, Fair Value Disclosure | 5,338,886 | |
Money Market Funds [Member] | ||
Assets | ||
Assets, Fair Value Disclosure | 41,231,405 | 42,553,887 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Assets, Fair Value Disclosure | 41,231,405 | 42,553,887 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Assets, Fair Value Disclosure | 0 | 0 |
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Assets, Fair Value Disclosure | 0 | 0 |
Certificates of Deposit [Member] | ||
Assets | ||
Assets, Fair Value Disclosure | 1,057,090 | 1,051,807 |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Assets, Fair Value Disclosure | 1,057,090 | 1,051,807 |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Assets, Fair Value Disclosure | 0 | 0 |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Assets, Fair Value Disclosure | 0 | 0 |
Equity Securities [Member] | ||
Assets | ||
Assets, Fair Value Disclosure | 86,005 | 5,338,886 |
Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Assets, Fair Value Disclosure | 86,005 | 0 |
Equity Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Assets, Fair Value Disclosure | 0 | 0 |
Equity Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Assets, Fair Value Disclosure | $ 0 | $ 5,338,886 |
Summarizes activity of Level 3
Summarizes activity of Level 3 inputs measured on a recurring basis (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Beginning Balance | $ 5,338,886 | $ 2,088,889 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Purchases | 1,527,776 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Period Increase (Decrease) | (44,886) | 1,722,221 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | 5,294,000 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers out of Level 3 | (5,294,000) | |
Ending Balance | $ 0 | $ 5,338,886 |
Total Estimated Purchase Consid
Total Estimated Purchase Consideration (Detail) | 12 Months Ended | |
Dec. 31, 2017USD ($) | ||
Equity consideration | $ 61,092,050 | [1] |
Total estimated purchase consideration | 85,526,383 | |
Employee Stock Option [Member] | ||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 187,333 | [2] |
Preferred Stock [Member] | ||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 19,118,000 | [3] |
Network Medical Management, Inc. [Member] | Noncontrolling Interest [Member] | ||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 5,129,000 | [4] |
[1] | Equity consideration Immediately following the Effective Time, pre-Merger ApolloMed stockholders continued to hold an aggregate of 6,109,205 shares of ApolloMed common stock. | |
[2] | Estimated fair value of the ApolloMed outstanding stock options The estimated fair value of the outstanding ApolloMed stock options is included in consideration transferred in accordance with ASC 805. The outstanding ApolloMed stock options are expected to vest in conjunction with the Merger due to a pre-existing change-of-control provision associated with the awards. There is no future service requirement. | |
[3] | Estimated fair value of ApolloMed’s preferred shares held by NMM NMM currently owns all the shares of ApolloMed Series A preferred stock and Series B preferred stock, which was acquired prior to the Merger. As part of the Merger, the ApolloMed Series A preferred stock and Series B preferred stock is remeasured at fair value and included as part of the consideration transferred to ApolloMed. The fair value of the Series A preferred stock and Series B preferred stock is reflective of the liquidation preferences, claims of priority and conversion option values thereof. In aggregate, the Series A preferred stock and Series B preferred stock were valued to be $19,118,000. The valuation methodology was based on an Option Pricing Method ("OPM") which utilized the observable publicly traded common stock price in valuing the Series A preferred stock and the Series B preferred stock within the context of the capital structure of the Company. OPM assumptions included an expected term of 2 years, volatility rate of 37.9%, and a risk-free rate of 1.8%. The fair value of the liquidation preference for the Series A preferred stock and the Series B preferred stock was determined to be $12,745,000 and the fair value of the conversion option was determined to be $6,373,000 or an aggregate total fair value of $19,118,000. | |
[4] | Estimated fair value of NMM’s 50% share of APA ACO Inc. Prior to the Merger, APAACO was owned 50% by ApolloMed and 50% NMM. NMM’s noncontrolling interest in APAACO has been remeasured at fair value as of the closing date and is added to the consideration transferred to ApolloMed as a result of NMM relinquishing its equity investment in APAACO in order to obtain control of ApolloMed. The fair value of NMM’s noncontrolling interest in APAACO has been estimated to be $5,129,000 using the discounted cash flow method and NMM recorded a gain on investment for the same amount to reflect the fair value of this investment prior the Merger. |
Calculated Based on Number of S
Calculated Based on Number of Shares of Combined Company Pre-Merger (Detail) | 12 Months Ended | |
Dec. 31, 2017USD ($)$ / sharesshares | ||
Number of shares of the combined company that would be owned by pre-Merger ApolloMed stockholders | shares | 6,109,205 | [1] |
Multiplied by the price per share of ApolloMed’s common stock | $ / shares | $ 10 | [2] |
Equity consideration | $ | $ 61,092,050 | [3] |
[1] | Represents the number of shares of the combined company that pre-Merger ApolloMed stockholders would own at closing of the Merger. | |
[2] | Represents the closing price of ApolloMed’s common stock on December 8, 2017. | |
[3] | Equity consideration Immediately following the Effective Time, pre-Merger ApolloMed stockholders continued to hold an aggregate of 6,109,205 shares of ApolloMed common stock. |
Assumption of Identifiable Asse
Assumption of Identifiable Assets Acquired and Liabilities (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Assets acquired | |||
Cash and cash equivalents | $ 36,367,555 | ||
Accounts receivable, net | 7,261,588 | ||
Other receivables | 3,211,028 | ||
Prepaid expenses | 249,193 | ||
Property, plant and equipment, net | 1,114,332 | ||
Restricted cash | 745,220 | ||
Fair value of intangible assets acquired | 14,984,000 | ||
Deferred tax assets | 1,387,961 | ||
Other assets | 217,241 | ||
Total assets acquired | 65,538,118 | ||
Liabilities assumed | |||
Accounts payable and accrued liabilities | 8,632,893 | ||
Medical liabilities | 39,353,540 | ||
Line of credit | 25,000 | ||
Convertible note payable, net | 5,376,215 | ||
Convertible note payable - related party | 9,921,938 | ||
Noncontrolling interest | 3,142,000 | ||
Total liabilities assumed and noncontrolling interest | 66,451,586 | ||
Net liabilities assumed | (913,468) | ||
Goodwill | $ 189,847,202 | $ 103,407,351 | $ 100,851,144 |
Pro Forma Combined Historical R
Pro Forma Combined Historical Results (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net revenues | $ 478,873,780 | $ 358,180,435 |
Net income attributable to Apollo Medical Holdings, Inc. | $ 9,982,706 | $ 1,072,357 |
Weighted average common shares outstanding: | ||
Basic | 25,525,786 | 24,673,081 |
Earnings per share: | ||
basic | $ 0.39 | $ 0.04 |
Weighted average common shares outstanding: | ||
diluted | 28,661,735 | 27,970,431 |
Earnings per share: | ||
diluted | $ 0.35 | $ 0.04 |
Final Allocation of Total Purch
Final Allocation of Total Purchase Price (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill | $ 189,847,202 | $ 103,407,351 | $ 100,851,144 |
Total assets acquired | 65,538,118 | ||
Total liabilities assumed | (66,451,586) | ||
APCN-ACO Inc [Member] | |||
Investments in other entities - cost method | 25,000 | ||
Identifiable intangible asset - member relationships | 1,738,000 | ||
Goodwill | 1,679,849 | ||
Total assets acquired | 3,442,849 | ||
Deferred tax liability | (367,849) | ||
Total liabilities assumed | (367,849) | ||
Net assets acquired | 3,075,000 | 3,075,000 | |
AP-ACO [Member] | |||
Identifiable intangible asset - member relationships | 1,497,000 | ||
Goodwill | 1,192,968 | ||
Total assets acquired | 2,689,968 | ||
Deferred tax liability | (609,968) | ||
Total liabilities assumed | (609,968) | ||
Net assets acquired | $ 2,080,000 | $ 2,080,000 |
Mergers and Acquisitions - Addi
Mergers and Acquisitions - Additional Information (Detail) - USD ($) | Dec. 08, 2017 | Jan. 08, 2016 | Nov. 11, 2015 | Mar. 30, 2017 | Dec. 20, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 9.75 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | [1] | 6,109,205 | ||||||
Payments for Agreement Termination | $ 400,000 | |||||||
Equity Method Investments | $ 21,903,524 | $ 24,256,065 | ||||||
Business Acquisition, Share Price | [2] | $ 10 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | [3] | $ 61,092,050 | ||||||
Preferred Stock [Member] | ||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | [4] | $ 19,118,000 | ||||||
APA ACO Inc [Member] | ||||||||
Equity Method Investment, Ownership Percentage | 50.00% | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,738,000 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | |||||||
Acquired Finite-lived Intangible Asset, Residual Value | $ 1,406,131 | |||||||
Network Medical Management, Inc. [Member] | ||||||||
Payments for Agreement Termination | $ 400,000 | |||||||
Conversion of Stock, Shares Issued Per Each Share | 0.6 | |||||||
Conversion of Stock, Shares Issued | 513,205 | 273,710 | ||||||
Network Medical Management, Inc. [Member] | Noncontrolling Interest [Member] | ||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | [5] | $ 5,129,000 | ||||||
Network Medical Management, Inc. [Member] | APA ACO Inc [Member] | ||||||||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | ||||||
APCN-ACO Inc [Member] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 513,205 | 273,710 | ||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 3,075,000 | |||||||
Conversion of Stock, Shares Issued Per Each Share | 1 | |||||||
Business Acquisition, Share Price | $ 5.99 | $ 7.60 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,497,000 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | |||||||
Acquired Finite-lived Intangible Asset, Residual Value | $ 1,025,660 | |||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 2,080,000 | |||||||
Medical Equipment Healthcare Supplies Wheelchair Center [Member] | ||||||||
Equity Method Investment, Ownership Percentage | 75.00% | |||||||
Equity Method Investments | $ 25 | |||||||
Medical Equipment Healthcare Supplies Wheelchair Center [Member] | APA ACO Inc [Member] | ||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||
Allegiance Home Health, Inc [Member] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 109,484 | |||||||
Equity Method Investment, Ownership Percentage | 25.00% | |||||||
Pacific Medical Imaging Oncology Center, Inc [Member] | ||||||||
Economic Interest Percentage | 5.00% | |||||||
Alliance Apex, LLC [Member] | Convertible Notes Payable [Member] | ||||||||
Debt Instrument, Face Amount | $ 4,990,000 | |||||||
Debt Instrument, Maturity Date, Description | The Alliance Note was due and payable to Alliance Apex, LLC on (i) March 31, 2018, or (ii) the date on which the Change of Control Transaction (see Note 3 NMM transaction) is terminated, whichever occurs first (Maturity Date). | |||||||
Debt Instrument, Convertible, Conversion Price | $ 10 | |||||||
Apollo Medical Holdings, Inc [Member] | ||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Number of Share | 2,566,666 | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 82.00% | |||||||
Business Combination, Consideration Description | The consideration for the transaction was 18% of the total issued and outstanding shares of ApolloMed common stock, or 6,109,205 (immediately following the Merger). | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 6,109,205 | |||||||
Fair Value Assumptions, Expected Term | 2 years | |||||||
Fair Value Assumptions, Expected Volatility Rate | 37.90% | |||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.80% | |||||||
Preferred Stock, Liquidation Preference, Value | $ 12,745,000 | |||||||
Apollo Medical Holdings, Inc [Member] | Convertible Promissory Note [Member] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 520,081 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 4,990,000 | |||||||
Apollo Medical Holdings, Inc [Member] | Warrant One [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 850,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11 | |||||||
Apollo Medical Holdings, Inc [Member] | Warrant Two [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 900,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | |||||||
Maverick Medical Group, Inc [Member] | ||||||||
Business Combination, Contingent Consideration, Asset | 100 | |||||||
Common Class B [Member] | Apollo Medical Holdings, Inc [Member] | ||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 6,373,000 | |||||||
[1] | Represents the number of shares of the combined company that pre-Merger ApolloMed stockholders would own at closing of the Merger. | |||||||
[2] | Represents the closing price of ApolloMed’s common stock on December 8, 2017. | |||||||
[3] | Equity consideration Immediately following the Effective Time, pre-Merger ApolloMed stockholders continued to hold an aggregate of 6,109,205 shares of ApolloMed common stock. | |||||||
[4] | Estimated fair value of ApolloMed’s preferred shares held by NMM NMM currently owns all the shares of ApolloMed Series A preferred stock and Series B preferred stock, which was acquired prior to the Merger. As part of the Merger, the ApolloMed Series A preferred stock and Series B preferred stock is remeasured at fair value and included as part of the consideration transferred to ApolloMed. The fair value of the Series A preferred stock and Series B preferred stock is reflective of the liquidation preferences, claims of priority and conversion option values thereof. In aggregate, the Series A preferred stock and Series B preferred stock were valued to be $19,118,000. The valuation methodology was based on an Option Pricing Method ("OPM") which utilized the observable publicly traded common stock price in valuing the Series A preferred stock and the Series B preferred stock within the context of the capital structure of the Company. OPM assumptions included an expected term of 2 years, volatility rate of 37.9%, and a risk-free rate of 1.8%. The fair value of the liquidation preference for the Series A preferred stock and the Series B preferred stock was determined to be $12,745,000 and the fair value of the conversion option was determined to be $6,373,000 or an aggregate total fair value of $19,118,000. | |||||||
[5] | Estimated fair value of NMM’s 50% share of APA ACO Inc. Prior to the Merger, APAACO was owned 50% by ApolloMed and 50% NMM. NMM’s noncontrolling interest in APAACO has been remeasured at fair value as of the closing date and is added to the consideration transferred to ApolloMed as a result of NMM relinquishing its equity investment in APAACO in order to obtain control of ApolloMed. The fair value of NMM’s noncontrolling interest in APAACO has been estimated to be $5,129,000 using the discounted cash flow method and NMM recorded a gain on investment for the same amount to reflect the fair value of this investment prior the Merger. |
Land, Property and Equipment,52
Land, Property and Equipment, Net (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, Gross | $ 25,677,351 | $ 18,578,095 |
Less accumulated depreciation and amortization | (11,863,045) | (8,204,762) |
Land, property and equipment, net | 13,814,306 | 10,373,333 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, Gross | 3,300,000 | 3,300,000 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, Gross | 2,308,247 | 2,510,161 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, Gross | 2,471,015 | 2,263,805 |
Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, Gross | 11,557,683 | 7,928,054 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, Gross | 744,706 | 954,470 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, Gross | $ 5,295,700 | $ 1,621,605 |
Land, Property and Equipment,53
Land, Property and Equipment, Net - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation, Depletion and Amortization, Nonproduction | $ 1,538,653 | $ 1,445,877 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite Lived Intangible Assets Accumulated Amortization Addition | $ 17,536,700 | $ 16,244,563 |
Exclusivity [Member] | ||
Finite Lived Intangible Assets Accumulated Amortization Addition | 424,000 | |
Relationships [Member] | ||
Impairment of Intangible Assets (Excluding Goodwill), Total | $ 3,235,000 |
Schedule of future amortization
Schedule of future amortization expense (Detail) | Dec. 31, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,018 | $ 16,657,000 |
2,019 | 14,480,000 |
2,020 | 12,671,000 |
2,021 | 10,961,000 |
2,022 | 9,448,000 |
Thereafter | 37,323,000 |
Total | $ 101,540,000 |
Schedule of intangible assets (
Schedule of intangible assets (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Gross, Total, Beginning Balance | $ 132,727,000 | $ 129,492,000 | |
Finite-lived Intangible Assets, Impairment/Disposal | (3,235,000) | 0 | |
Accumulated Amortization | (40,942,442) | (24,632,951) | |
Intangible Assets, Net | 103,533,558 | 108,094,049 | |
Finite-lived Intangible Assets, Additions | 14,984,000 | 3,235,000 | |
Intangible Assets, Gross, Total, Ending Balance | 144,476,000 | 132,727,000 | |
Medicare License | Indefinite-lived Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Gross, Total, Beginning Balance | 0 | ||
Finite-lived Intangible Assets, Impairment/Disposal | 0 | ||
Accumulated Amortization | 0 | ||
Intangible Assets, Net | 1,994,000 | ||
Finite-lived Intangible Assets, Additions | 1,994,000 | ||
Intangible Assets, Gross, Total, Ending Balance | $ 1,994,000 | $ 0 | |
Network relationships | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life (Yrs) | 15 years | 15 years | |
Network relationships | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life (Yrs) | 11 years | 11 years | |
Network relationships | Finite-Lived Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Gross, Total, Beginning Balance | $ 106,660,000 | $ 106,660,000 | |
Finite-lived Intangible Assets, Impairment/Disposal | 0 | 0 | |
Accumulated Amortization | (35,842,508) | $ (22,186,665) | |
Intangible Assets, Net | 74,040,492 | 84,473,335 | |
Finite-lived Intangible Assets, Additions | 3,223,000 | 0 | |
Intangible Assets, Gross, Total, Ending Balance | $ 109,883,000 | 106,660,000 | |
Trade name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life (Yrs) | 20 years | ||
Trade name | Finite-Lived Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Gross, Total, Beginning Balance | $ 0 | ||
Finite-lived Intangible Assets, Impairment/Disposal | 0 | ||
Accumulated Amortization | (4,212) | ||
Intangible Assets, Net | 1,006,788 | ||
Finite-lived Intangible Assets, Additions | 1,011,000 | ||
Intangible Assets, Gross, Total, Ending Balance | $ 1,011,000 | $ 0 | |
Management contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life (Yrs) | 15 years | 15 years | |
Management contracts [Member] | Finite-Lived Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Gross, Total, Beginning Balance | $ 22,832,000 | $ 22,832,000 | |
Finite-lived Intangible Assets, Impairment/Disposal | 0 | 0 | |
Accumulated Amortization | (5,014,886) | (2,446,286) | |
Intangible Assets, Net | 17,817,114 | 20,385,714 | |
Finite-lived Intangible Assets, Additions | 0 | 0 | |
Intangible Assets, Gross, Total, Ending Balance | $ 22,832,000 | $ 22,832,000 | |
Member relationships [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life (Yrs) | 12 years | 7 years | |
Member relationships [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life (Yrs) | 5 years | 5 years | |
Member relationships [Member] | Finite-Lived Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Gross, Total, Beginning Balance | $ 3,235,000 | $ 0 | |
Finite-lived Intangible Assets, Impairment/Disposal | (3,235,000) | 0 | |
Accumulated Amortization | (46,500) | 0 | |
Intangible Assets, Net | 6,649,500 | 3,235,000 | |
Finite-lived Intangible Assets, Additions | 6,696,000 | 3,235,000 | |
Intangible Assets, Gross, Total, Ending Balance | $ 6,696,000 | 3,235,000 | |
Patient management platform [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life (Yrs) | 5 years | ||
Patient management platform [Member] | Finite-Lived Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Gross, Total, Beginning Balance | $ 0 | ||
Finite-lived Intangible Assets, Impairment/Disposal | 0 | ||
Accumulated Amortization | (34,336) | ||
Intangible Assets, Net | 2,025,664 | ||
Finite-lived Intangible Assets, Additions | 2,060,000 | ||
Intangible Assets, Gross, Total, Ending Balance | $ 2,060,000 | $ 0 |
Summary of Goodwill Activity (D
Summary of Goodwill Activity (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill - beginning of year | $ 103,407,351 | $ 100,851,144 |
Goodwill, Acquisitions | 86,439,851 | 2,872,817 |
Goodwill, Impairments | (316,610) | |
Goodwill - end of year | $ 189,847,202 | $ 103,407,351 |
Investments in Other Entities58
Investments in Other Entities (Summarized Balance Sheets and Statements of Income) (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
LaSalle Medical Associates IPA [Member] | ||
Equity Method Investment, Summarized Financial Information, Assets [Abstract] | ||
Equity Method Investment, Summarized Financial Information, Cash and Cash Equivalents | $ 21,065,105 | $ 18,441,306 |
Equity Method Investment, Summarized Financial Information, Receivables | 2,433,116 | 3,142,173 |
Equity Method Investment, Summarized Financial Information, Other current assets | 1,565,606 | 1,589,606 |
Equity Method Investment, Summarized Financial Information, Loan Receivables | 1,250,000 | 1,250,000 |
Equity Method Investment, Summarized Financial Information, Restricted Cash | 662,109 | 657,171 |
Equity Method Investment, Summarized Financial Information, Assets | 26,975,936 | 25,080,256 |
Equity Method Investment, Summarized Financial Information, Liabilities and Equity [Abstract] | ||
Equity Method Investment, Summarized Financial Information, Current Liabilities | 20,353,337 | 18,253,224 |
Equity Method Investment Summarized Financial Information, Stockholders' equity (deficit) | 6,622,599 | 6,827,032 |
Equity Method Investment, Summarized Financial Information, Total liabilities and stockholders' equity (deficit) | 26,975,936 | 25,080,256 |
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | ||
Equity Method Investment, Summarized Financial Information, Revenue | 195,143,984 | 191,530,251 |
Equity Method Investment, Summarized Financial Information, Cost of Sales | 188,265,085 | 164,694,297 |
Equity Method Investment, Summarized Financial Information, (Loss) income before benefit for income taxes | 6,878,899 | 26,835,954 |
Equity Method Investment, Summarized Financial Information, Income Taxes Benefit | (3,083,333) | (11,406,393) |
Equity Method Investment, Summarized Financial Information, Net Income (Loss) | 3,795,566 | 15,429,561 |
Universal Care Inc [Member] | ||
Equity Method Investment, Summarized Financial Information, Assets [Abstract] | ||
Equity Method Investment, Summarized Financial Information, Cash and Cash Equivalents | 21,872,894 | 23,155,207 |
Equity Method Investment, Summarized Financial Information, Receivables | 18,618,760 | 17,928,792 |
Equity Method Investment, Summarized Financial Information, Other current assets | 13,021,520 | 11,319,582 |
Equity Method Investment, Summarized Financial Information, Other Assets | 3,754,470 | 2,432,338 |
Equity Method Investment, Summarized Financial Information, Property And Equipment | 1,576,621 | 1,099,766 |
Equity Method Investment, Summarized Financial Information, Assets | 58,844,265 | 55,935,685 |
Equity Method Investment, Summarized Financial Information, Liabilities and Equity [Abstract] | ||
Equity Method Investment, Summarized Financial Information, Current Liabilities | 54,421,532 | 46,718,155 |
Equity Method Investment, Summarized Financial Information, Other Liabilities | 10,051,952 | 8,075,977 |
Equity Method Investment Summarized Financial Information, Stockholders' equity (deficit) | (5,629,219) | 1,141,553 |
Equity Method Investment, Summarized Financial Information, Total liabilities and stockholders' equity (deficit) | 58,844,265 | 55,935,685 |
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | ||
Equity Method Investment, Summarized Financial Information, Revenue | 188,389,384 | 161,289,612 |
Equity Method Investment, Summarized Financial Information, Cost of Sales | 193,196,938 | 161,277,959 |
Equity Method Investment, Summarized Financial Information, (Loss) income before benefit for income taxes | (4,807,554) | 11,653 |
Equity Method Investment, Summarized Financial Information, Income Taxes Benefit | (36,835) | (1,615,678) |
Equity Method Investment, Summarized Financial Information, Net Income (Loss) | (4,770,719) | 1,734,206 |
Equity Method Investment, Summarized Financial Information, Other Income Loss From Discontinued Operations | 0 | 106,875 |
Equity Method Investment, Summarized Financial Information, Other Income | 0 | 106,875 |
Equity Method Investment, Summarized Financial Information, Income Loss Before Other Income From Discontinued Operations | $ (4,770,719) | $ 1,627,331 |
Investments in Other Entities59
Investments in Other Entities (Equity Method) (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Equity Method Investments | $ 21,903,524 | $ 24,256,065 |
Universal Care Inc [Member] | ||
Equity Method Investments | 8,609,455 | 10,942,360 |
LaSalle Medical Associates IPA [Member] | ||
Equity Method Investments | 9,452,767 | 9,503,875 |
Diagnostic Medical Group [Member] | ||
Equity Method Investments | 1,847,411 | 1,683,698 |
Pacific Medical Imaging and Oncology Center, Inc [Member] | ||
Equity Method Investments | 1,400,693 | 1,346,428 |
Pacific Ambulatory Surgery Center, LLC [Member] | ||
Equity Method Investments | $ 593,198 | $ 779,704 |
Investments in Other Entities -
Investments in Other Entities - Additional Information (Detail) - USD ($) | May 14, 2016 | Jul. 31, 2016 | Jun. 01, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 07, 2017 | Nov. 15, 2016 | Apr. 30, 2016 | Aug. 10, 2015 | Jul. 01, 2015 | Dec. 31, 2012 |
Income (Loss) from Equity Method Investments | $ (1,112,541) | $ 4,748,542 | ||||||||||
Proceeds from Equity Method Investment, Distribution, Return of Capital | 1,240,000 | 2,000,000 | ||||||||||
Equity Method Investments | 21,903,524 | 24,256,065 | ||||||||||
Payments to Acquire Equity Method Investments | 0 | 2,440,000 | ||||||||||
Due from Related Parties, Noncurrent | 5,000,000 | 5,200,000 | ||||||||||
Asset Impairment Charges | 7,697 | |||||||||||
Proceeds from Stock Options Exercised | 164,797 | 260,000 | ||||||||||
LaSalle Medical Associates IPA [Member] | ||||||||||||
Equity Method Investments | 9,452,767 | 9,503,875 | ||||||||||
Pacific Medical Imaging and Oncology Center, Inc [Member] | ||||||||||||
Equity Method Investment, Ownership Percentage | 40.00% | |||||||||||
Equity Method Investment, Aggregate Cost | $ 1,200,000 | |||||||||||
Income (Loss) from Equity Method Investments | 54,265 | 19,722 | ||||||||||
Equity Method Investments | 1,400,693 | 1,346,428 | ||||||||||
Pacific Medical Imaging and Oncology Center, Inc [Member] | Ancillary Service Contract [Member] | ||||||||||||
Payments for Other Fees | 2,286,888 | 1,797,064 | ||||||||||
Universal Care Inc [Member] | ||||||||||||
Equity Method Investments | $ 8,609,455 | 10,942,360 | ||||||||||
Payments for Advance to Affiliate | $ 5,000,000 | |||||||||||
Loans Receivable, Basis Spread on Variable Rate | 1.00% | |||||||||||
Due from Related Parties, Noncurrent | $ 5,000,000 | $ 5,000,000 | ||||||||||
Loans Receivable, Interest Rate | 5.50% | 4.75% | ||||||||||
Diagnostic Medical Group [Member] | ||||||||||||
Equity Method Investments | $ 1,847,411 | $ 1,683,698 | ||||||||||
Payments to Acquire Equity Method Investments | $ 1,600,000 | |||||||||||
Pacific Ambulatory Surgery Center, LLC [Member] | ||||||||||||
Equity Method Investments | 593,198 | $ 779,704 | ||||||||||
Allied Pacific of California [Member] | ||||||||||||
Payments for Advance to Affiliate | $ 200,000 | |||||||||||
Loans Receivable, Interest Rate | 3.50% | |||||||||||
Share Price | $ 1 | |||||||||||
Allied Pacific of California [Member] | LaSalle Medical Associates IPA [Member] | ||||||||||||
Income (Loss) from Equity Method Investments | 948,892 | $ 3,857,391 | ||||||||||
Proceeds from Equity Method Investment, Distribution, Return of Capital | 1,000,000 | 2,000,000 | ||||||||||
Equity Method Investments | 9,452,767 | 9,503,875 | ||||||||||
Allied Pacific of California [Member] | Pacific Medical Imaging and Oncology Center, Inc [Member] | ||||||||||||
Payments to Acquire Equity Method Investments | $ 564,000 | |||||||||||
Equity Method Investments, Payment Due | $ 600,000 | |||||||||||
Allied Pacific of California [Member] | Universal Care Inc [Member] | ||||||||||||
Income (Loss) from Equity Method Investments | (2,332,905) | 848,027 | ||||||||||
Equity Method Investments | 8,609,455 | $ 10,942,360 | ||||||||||
Allied Pacific of California [Member] | Diagnostic Medical Group [Member] | ||||||||||||
Equity Method Investment, Ownership Percentage | 40.00% | |||||||||||
Equity Method Investment, Aggregate Cost | $ 40,000 | |||||||||||
Income (Loss) from Equity Method Investments | 403,713 | 43,698 | ||||||||||
Proceeds from Equity Method Investment, Distribution, Return of Capital | 240,000 | |||||||||||
Equity Method Investments | 1,847,411 | 1,683,698 | ||||||||||
Proceeds from Collection of Long-term Loans to Related Parties | 200,000 | |||||||||||
Allied Pacific of California [Member] | Pacific Ambulatory Surgery Center, LLC [Member] | ||||||||||||
Equity Method Investment, Ownership Percentage | 40.00% | |||||||||||
Equity Method Investment, Aggregate Cost | $ 800,000 | |||||||||||
Income (Loss) from Equity Method Investments | 186,506 | 20,296 | ||||||||||
Equity Method Investments | $ 593,198 | $ 779,704 | ||||||||||
APCN-ACO AP-ACO [Member] | Pacific Medical Imaging and Oncology Center, Inc [Member] | ||||||||||||
Payments to Acquire Equity Method Investments | $ 36,000 | |||||||||||
Network Medical Management, Inc. [Member] | ||||||||||||
Equity Method Investment, Ownership Percentage | 6.29% | |||||||||||
Share Price | $ 1 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 102,199 | 0 | ||||||||||
APC LSMA [Member] | ||||||||||||
Equity Method Investment, Ownership Percentage | 40.00% | |||||||||||
Proceeds from Stock Options Exercised | $ 10,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 60,000 | |||||||||||
APC LSMA [Member] | LaSalle Medical Associates IPA [Member] | ||||||||||||
Equity Method Investment, Ownership Percentage | 25.00% | |||||||||||
Equity Method Investment, Aggregate Cost | $ 5,000,000 | |||||||||||
APC LSMA [Member] | Allied Pacific of California [Member] | ||||||||||||
Equity Method Investments, Purchase of Shares | 100 | |||||||||||
Universal Care Acquisition Partners, LLC [Member] | Universal Care Inc [Member] | ||||||||||||
Equity Method Investment, Aggregate Cost | $ 10,000,000 | |||||||||||
Universal Care Acquisition Partners, LLC [Member] | Allied Pacific of California [Member] | ||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||||||
Voting Common Stock A Two [Member] | Universal Care Acquisition Partners, LLC [Member] | Universal Care Inc [Member] | ||||||||||||
Equity Method Investments, Purchase of Shares | 100,000 | |||||||||||
Equity Method Investments, Proportion of Ownership Interest in Voting Common Stock | 50.00% | |||||||||||
Voting Common Stock A Two [Member] | Universal Care Acquisition Partners, LLC [Member] | Universal Care Inc [Member] | Ancillary Service Contract [Member] | ||||||||||||
Equity Method Investment, Ownership Percentage | 48.90% |
Note Receivable and Managemen61
Note Receivable and Management Services Agreement - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Jan. 13, 2014 | |
Loans Receivable, Net | $ 10,000,000 | $ 0 | |
Extendable Amount On Credit Facility | $ 8,000,000 | ||
Effective Date Of Management Service Agreement | Dec. 1, 2017 | ||
Term Of Management Service Agreement | 10 years | ||
Percentage Of Managing Responsible Of Health Plan ship | 100.00% | ||
APC [Member] | |||
Long-term Line of Credit | $ 5,000,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.63% | ||
NMM Business Loan Agreement [Member] | |||
Long-term Line of Credit | 5,000,000 | ||
Dr. Jay Loan [Member] | |||
Loans Receivable, Net | $ 10,000,000 | ||
Debt Instrument, Interest Rate, Basis for Effective Rate | prime rate plus 1% | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | ||
Debt Instrument, Payment Terms | Interest on the Dr. Jay Loan accrues at a rate that is equal to the prime rate plus 1% (5.50% as of December 31, 2017) and payable in monthly installments of interest only on the first day of each month until the date that is 3 years following the initial date of funding, at which time, all outstanding principal and accrued interest thereon shall be due and payable in full. | ||
Debt Instrument, Convertible, Terms of Conversion Feature | At any time on or before the date that is one year following the initial funding date of the Dr. Jay Loan, APC-LSMA or its designee shall have the right, but not the obligation, to convert up to $5,000,000 of the principal amount into shares of Accountable’s capital stock. At any time after the date that is one year following the funding date, the Dr. Jay Loan may be prepaid at any time. Within three years following the initial funding of the Dr. Jay Loan, APC-LSMA or its designee shall have the right, but not the obligation, to convert the then outstanding principal amount into Accountable shares based on Accountable’s then-current valuation. |
Accounts payable and accrued 62
Accounts payable and accrued expenses (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Account Payable And Accrued Liabilities [Line Items] | ||
Accounts payable | $ 3,786,381 | $ 1,424,573 |
Specialty capitation payable | 547,307 | 678,335 |
Subcontractor IPA risk pool payable | 1,348,376 | 1,709,112 |
ACA payable | 0 | 718,808 |
Professional fees | 3,004,215 | 411,705 |
Deferred Revenue, Current | 250,000 | 603,041 |
Accrued compensation | 4,343,341 | 2,537,703 |
Accounts payable and accrued liabilities | $ 13,279,620 | $ 8,083,277 |
Medical Liabilities (Detail)
Medical Liabilities (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Balance, beginning of year | $ 18,957,465 | $ 16,011,519 |
Medical liabilities assumed from Merger | 39,353,540 | 0 |
Claims paid for previous year | (23,075,516) | (14,501,482) |
Incurred health care costs | 121,846,375 | 98,906,764 |
Claims paid for current year | (92,476,160) | (84,520,493) |
Adjustments | (633,386) | 3,061,157 |
Balance, end of year | $ 63,972,318 | $ 18,957,465 |
Bank Loan, Lines of Credit an64
Bank Loan, Lines of Credit and Loan Payable - Related Party - Additional Information (Detail) - USD ($) | Feb. 04, 2016 | Feb. 13, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 28, 2018 | Apr. 07, 2017 | Mar. 03, 2017 | Apr. 22, 2016 | Apr. 21, 2016 | Jul. 01, 2015 | Jan. 13, 2014 | Apr. 30, 2012 | Dec. 31, 2010 |
Short-term Bank Loans and Notes Payable | $ 510,391 | $ 0 | |||||||||||
Interest Expense | 79,689 | 61,589 | |||||||||||
Due to Related Parties | $ 600,000 | ||||||||||||
Repayments of Related Party Debt | $ 0 | $ 600,000 | |||||||||||
ICC [Member] | |||||||||||||
Debt Instrument, Face Amount | $ 4,600,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | ||||||||||||
Short-term Bank Loans and Notes Payable | $ 510,391 | ||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2018 | ||||||||||||
APC [Member] | |||||||||||||
Debt Instrument, Face Amount | $ 1,575,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.63% | ||||||||||||
Debt Instrument, Periodic Payment | $ 10,132 | ||||||||||||
Interest Expense | $ 44,200 | ||||||||||||
Long-term Line of Credit | $ 5,000,000 | ||||||||||||
Debt Instrument, Frequency of Periodic Payment | 239 monthly payments | ||||||||||||
Line of Credit Facility, Interest Rate Description | “prime rate” plus 0.125% | ||||||||||||
APC [Member] | Standby Letters of Credit [Member] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 305,016 | ||||||||||||
Line of Credit Facility, Description | The standby letters of credit are automatically extended without amendment for additional one - year periods from the present or any future expiration date, unless notified by the institution to terminate prior to 90 days from any expiration date. | ||||||||||||
NMM Business Loan Agreement [Member] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20,000,000 | $ 10,000,000 | |||||||||||
Line of Credit Facility, Interest Rate at Period End | 4.625% | 3.875% | |||||||||||
Line of Credit Facility, Expiration Date | Apr. 22, 2018 | ||||||||||||
Long-term Line of Credit | $ 5,000,000 | ||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 8,300,671 | ||||||||||||
Line of Credit Facility, Guarantee Given by Related Parties | $ 1,000,000 | ||||||||||||
APC Business Loan Agreement [Member] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | $ 2,000,000 | |||||||||||
Line of Credit Facility, Interest Rate at Period End | 4.625% | 3.875% | |||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 9,694,984 | ||||||||||||
Line of Credit Facility, Interest Rate Description | “prime rate” plus 0.125% | ||||||||||||
Line of Credit Facility, Guarantee Given by Related Parties | $ 1,000,000 | ||||||||||||
BAHA [Member] | |||||||||||||
Line of Credit Facility, Interest Rate at Period End | 4.50% | 3.75% | |||||||||||
Line of Credit Facility, Expiration Date | Mar. 31, 2017 | ||||||||||||
Long-term Line of Credit | $ 25,000 | ||||||||||||
Line of Credit Facility, Interest Rate Description | prime rate (as defined) plus 3.0% | ||||||||||||
Line of Credit Facility, Floor Interest Rate | 3.25% | ||||||||||||
BAHA [Member] | Subsequent Event [Member] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 150,000 | ||||||||||||
APAACO [Member] | Standby Letters of Credit [Member] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,699,329 | ||||||||||||
Line of Credit Facility, Expiration Date | Dec. 31, 2018 | ||||||||||||
Line of Credit Facility, Description | The letter of credit expires on December 31, 2018 and deemed automatically extended without amendment for additional one - year periods from the present or any future expiration date, unless notified by the institution to terminate prior to 90 days from any expiration date |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | |||
NOL carry forward | $ 7,069,776 | $ 0 | |
Valuation Allowance | $ 3,385,932 | $ 0 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | |
Operating Loss Carryforwards, Limitations on Use | use of the Company's net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. | ||
Operating Loss Carryforwards, Limitation Rate on Taxable Income | 80.00% | ||
Increase Decrease in Deferred Tax Assets Due To Change in Enacted Tax Rate | $ 6,600,000 | ||
Increase Decrease in Deferred Tax Liabilities Due To Change in Enacted Tax Rate | 16,300,000 | ||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | 9,700,000 | ||
Scenario, Plan [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||
Fedaral [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
NOL carry forward | 25,100,000 | $ 28,000,000 | |
California [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
NOL carry forward | $ 25,100,000 | $ 28,000,000 | |
Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss CarryForwards Expiration Period | 2,026 | ||
Maximum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss CarryForwards Expiration Period | 2,037 |
Income tax provision (benefit)
Income tax provision (benefit) (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
Federal | $ 19,219,251 | $ 9,161,855 |
State | 5,336,885 | 2,664,336 |
Current Income Tax Expense (Benefit) | 24,556,136 | 11,826,191 |
Deferred: | ||
Federal | (18,718,113) | (2,199,180) |
State | (1,951,238) | (810,599) |
Deferred Income Tax Expense (Benefit) | (20,675,807) | (3,009,779) |
Total provision for income taxes | $ 3,886,785 | $ 8,816,412 |
Deferred tax assets (liabilitie
Deferred tax assets (liabilities) (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets (liabilities): | ||
State taxes | $ 1,001,754 | $ 888,867 |
Stock options | 1,784,524 | 1,685,965 |
Accrued payroll and related costs | 185,130 | 208,576 |
Accrued hospital pool deficit | 282,913 | 0 |
Net operating loss carryforward | 7,069,776 | 0 |
Property and equipment | (1,286,452) | (2,009,313) |
Acquired intangible assets | (28,626,943) | (44,036,361) |
Other | (1,941,368) | (3,669,941) |
Net deferred tax liabilities before valuation allowance | (21,530,666) | (46,932,207) |
Valuation Allowance | (3,385,932) | 0 |
Net deferred tax liabilities | $ (24,916,598) | $ (46,932,207) |
Provision for Income Taxes (Det
Provision for Income Taxes (Detail) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Provision For Income Tax [Line Items] | ||
Tax provision at U.S. Federal statutory rates | 35.00% | 35.00% |
State income taxes net of federal benefit | 4.40% | 6.00% |
Non-deductible permanent items | (9.70%) | 6.50% |
Non-taxable entities | (1.90%) | (3.20%) |
Stock-based compensation | 0.90% | 0.00% |
Other | 1.40% | 2.50% |
Change in valuation allowance | (2.90%) | 0.00% |
Change in rate | (19.40%) | 0.00% |
Effective income tax rate | 7.80% | 46.80% |
Mezzanine and Shareholders_ E69
Mezzanine and Shareholders’ Equity - Additional Information (Detail) - USD ($) | Dec. 07, 2017 | Oct. 14, 2015 | Mar. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Proceeds from Stock Options Exercised | $ 164,797 | $ 260,000 | |||||
Stock Issued During Period, Value, Stock Options Exercised | $ 2,059,533 | $ 6,016,850 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.17 | ||||||
Stock Issued During Period, Shares, New Issues | 266,000 | 3,145,000 | |||||
Shares Issued, Price Per Share | $ 1 | $ 1 | |||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ 525,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 266,000 | 3,145,000 | |||||
Proceeds from Issuance of Common Stock | 2,160,736 | $ 10,903,700 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 9 months | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 53.01% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.47% | ||||||
Stock Repurchased During Period, Value | 1,652,286 | $ 107,500 | |||||
Gain (Loss) on Investments | 13,697,018 | 0 | |||||
Stock Issued During Period, Value, Conversion Of Liability To Equity | $ 1,237,650 | ||||||
Stock Issued During Period, Value, Acquisitions | 5,155,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 9.75 | ||||||
Business Combination, Consideration Transferred | $ 85,526,383 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | [1] | 6,109,205 | |||||
Business Acquisition, Share Price | [2] | $ 10 | |||||
Health Care Organization, Other Revenue | $ 44,598,373 | 22,641,884 | |||||
Dividends Payable | $ 4,500,000 | ||||||
Dividends, Paid-in-kind | $ 8,750,000 | $ 1,250,000 | |||||
Treasury Stock, Common, Shares | 1,682,110 | 1,682,110 | |||||
Holdback Rate | 10.00% | ||||||
Private Placement [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 1,111,111 | ||||||
Stock Issued During Period, Value, New Issues | $ 10,000,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 9 | ||||||
Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 11 months 5 days | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 38.10% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.64% | ||||||
Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year 9 months | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 41.60% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.86% | ||||||
CDSC [Member] | Minimum [Member] | |||||||
Equity Method Investment, Ownership Percentage | 41.60% | ||||||
CDSC [Member] | Maximum [Member] | |||||||
Equity Method Investment, Ownership Percentage | 43.43% | ||||||
2015 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,019,000 | 1,500,000 | |||||
Stock Compensation Plan [Member] | |||||||
Share based Compensation Arrangement By Share based Payment Award Options Grant Weighted Average Remaining Contractual Term | 1 year 9 months | 2 years 9 months | |||||
2010 Equity Incentive Plan | |||||||
Stock Issued During Period, Shares, Issued for Services | 500,000 | ||||||
2013 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 500,000 | ||||||
ACO Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0 | ||||||
Warrant 1 [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 850,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11 | ||||||
Warrant 2 [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 900,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | ||||||
Exercise Price 0.50 Options [Member] | |||||||
Proceeds from Stock Options Exercised | $ 125,000 | ||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 250,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.50 | ||||||
Exercise Price 0.17 Options [Member] | |||||||
Proceeds from Stock Options Exercised | $ 10,000 | ||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 60,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.17 | ||||||
Pacific Independent Physician Association [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | ||||||
Additional Share Based Compensation Expense | $ 380,000 | ||||||
Board [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 83,700 | ||||||
Shares Issued, Price Per Share | $ 0.50 | ||||||
Proceeds from Issuance of Common Stock | $ 41,850 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost | $ 21,762 | ||||||
Former Shareholders of NMM [Member] | |||||||
Shares, Issued | 25,675,630 | ||||||
Shares, Outstanding, Beginning Balance | 25,675,630 | ||||||
APC Stock Option [Member] | |||||||
Proceeds from Stock Options Exercised | $ 176,100 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.17 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 7,110,150 | 6,053,550 | |||||
APC Common Stock [Member] | |||||||
Proceeds from Stock Options Exercised | $ 1,185,025 | $ 1,008,925 | |||||
Stock Issued During Period, Value, Stock Options Exercised | $ 1,056,600 | ||||||
Share Repurchase [Member] | |||||||
Stock Repurchased During Period, Shares | 410,000 | ||||||
Stock Repurchased During Period, Value | $ 410,000 | ||||||
Treasury Stock Acquired, Average Cost Per Share | $ 1 | ||||||
First Repurchase [Member] | |||||||
Stock Repurchased During Period, Shares | 1,466,000 | ||||||
Stock Repurchased During Period, Value | $ 1,466,000 | ||||||
Treasury Stock Acquired, Average Cost Per Share | $ 1 | ||||||
Second Repurchase [Member] | |||||||
Stock Repurchased During Period, Shares | 345,300 | ||||||
Stock Repurchased During Period, Value | $ 57,550 | ||||||
Treasury Stock Acquired, Average Cost Per Share | $ 0.17 | ||||||
Network Medical Management, Inc 'NMM' [Member] | |||||||
Proceeds from Stock Options Exercised | $ 150,000 | ||||||
Stock Repurchased During Period, Shares | 30,397,489 | 7,356 | |||||
Stock Repurchased During Period, Value | $ 107,500 | ||||||
Treasury Stock Acquired, Average Cost Per Share | $ 14.61 | ||||||
Gain (Loss) on Investments | $ 8,568,018 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 1.46 | $ 2.44 | |||||
Stock Issued During Period, Value, Conversion Of Liability To Equity | $ 1,237,650 | ||||||
Share-based Compensation | $ 828,184 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 102,641 | ||||||
Stock Issued During Period, Shares, Acquisitions | 129,651 | ||||||
Sale of Stock, Price Per Share | $ 14.61 | $ 7.31 | |||||
Stock Issued During Period, Value, Acquisitions | $ 1,894,736 | ||||||
Number Of Shares Holdback, Percentage | 10.00% | ||||||
Business Combination, Consideration Transferred | $ 1,750,000 | ||||||
Stock Issued During Period,Share,Conversion Of Notes | 520,081 | ||||||
Stock Issued During Period Value Conversion Of Notes | $ 5,376,215 | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 17,107 | ||||||
Proceeds from Issuance or Sale of Equity | $ 125,000 | ||||||
Stock Issued During Period, Shares, Merger | 25,675,630 | ||||||
Payments of Ordinary Dividends, Common Stock | $ 0 | 20,000,000 | |||||
Dividends Payable | 18,000,000 | ||||||
Network Medical Management, Inc 'NMM' [Member] | Stock Compensation Plan [Member] | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0 | $ 1,508,471 | |||||
AMEH [Member] | |||||||
Stock Repurchased During Period, Shares | 3,039,749 | ||||||
APCN-ACO Inc [Member] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 513,205 | ||||||
Business Acquisition, Share Price | $ 5.99 | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 3,075,000 | $ 3,075,000 | |||||
AP-ACO [Member] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 273,710 | ||||||
Business Acquisition, Share Price | $ 7.60 | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 2,080,000 | $ 2,080,000 | |||||
Allied Pacific of California [Member] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 109,483 | ||||||
Payments of Ordinary Dividends, Common Stock | $ 8,750,000 | $ 5,750,000 | |||||
Treasury Stock, Common, Shares | 1,682,110 | 1,682,110 | |||||
Allied Pacific of California [Member] | CDSC [Member] | |||||||
Payments of Ordinary Dividends, Common Stock | $ 1,680,063 | $ 909,429 | |||||
Adjustments to Additional Paid in Capital, Other | 110,000 | ||||||
Allied Pacific of California [Member] | Stock Compensation Plan [Member] | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 1,416,674 | $ 2,580,359 | |||||
Common Stock One [Member] | Network Medical Management, Inc 'NMM' [Member] | |||||||
Proceeds from Stock Options Exercised | 248,925 | ||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 102,199 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 2.44 | ||||||
Sale of Stock, Price Per Share | $ 14.61 | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 400,298 | ||||||
Proceeds from Issuance or Sale of Equity | $ 5,850,000 | ||||||
Common Stock Two [Member] | Network Medical Management, Inc 'NMM' [Member] | |||||||
Sale of Stock, Price Per Share | $ 7.31 | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 5,727 | ||||||
Proceeds from Issuance or Sale of Equity | $ 41,850 | ||||||
Series A Preferred Stock [Member] | |||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Fair Value Method | 12,745,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 37.90% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.80% | ||||||
Series A Preferred Stock [Member] | Network Medical Management, Inc 'NMM' [Member] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 9 | ||||||
Series B Preferred Stock [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 555,555 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Fair Value Method | 6,373,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 4,999,995 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 37.90% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.80% | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | ||||||
Series B Preferred Stock [Member] | Network Medical Management, Inc 'NMM' [Member] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | ||||||
NMM common stock 1 [Member] | |||||||
Stock Repurchased During Period, Shares | 109,123 | ||||||
Stock Repurchased During Period, Value | $ 1,594,736 | ||||||
Treasury Stock Acquired, Average Cost Per Share | $ 14.61 | ||||||
NMM common stock 2 [Member] | |||||||
Stock Repurchased During Period, Shares | 23,628 | ||||||
Stock Repurchased During Period, Value | $ 57,550 | ||||||
Treasury Stock Acquired, Average Cost Per Share | $ 2.44 | ||||||
Holdback Shares [Member] | Former Shareholders of NMM [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||
Holdback Shares [Member] | Former Shareholders of NMM [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||
[1] | Represents the number of shares of the combined company that pre-Merger ApolloMed stockholders would own at closing of the Merger. | ||||||
[2] | Represents the closing price of ApolloMed’s common stock on December 8, 2017. |
Schedule of Stock Options Activ
Schedule of Stock Options Activity (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Weighted Average Exercise Price | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.17 | ||
Employee Stock Option [Member] | |||
Shares | |||
Beginning balance | 0 | ||
Share Based Compensation Arrangement By Share Based Payment Award, Options Acquired In Merger | 1,141,040 | ||
Granted | 0 | ||
Options exercised | 0 | ||
Options forfeited | 0 | ||
Ending balance | 1,141,040 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,141,040 | ||
Weighted Average Exercise Price | |||
Beginning balance | $ 0 | ||
Share Based Compensation Arrangements By Share Based Payment Award Options acquired in merger Weighted Average Exercise Price | 3.95 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | 0 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | 0 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | 0 | ||
Ending balance | 3.95 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 3.95 | ||
Weighted Average Remaining Contractual Term (Years) | |||
Beginning Balance | 5 years 9 months 14 days | ||
Options assumed in the Merger (see Note 3) | 5 years 10 months 6 days | ||
Vested excersable | 5 years 9 months 10 days | ||
Aggregate Intrinsic Value | |||
Beginning Balance | $ 0 | ||
Options assumed in the Merger (see Note 3) | 5.81 | ||
Ending balance | 19.81 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 19.81 | ||
Allied Pacific of California [Member] | |||
Shares | |||
Beginning balance | 1,910,400 | 1,910,400 | |
Granted | 0 | 0 | |
Options exercised | (1,056,600) | 0 | |
Options forfeited | 0 | 0 | |
Ending balance | 853,800 | 1,910,400 | 1,910,400 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 853,800 | 1,910,400 | |
Weighted Average Exercise Price | |||
Beginning balance | $ 0.167 | $ 0.167 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | 0 | 0 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | 0.167 | 0 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | 0 | 0 | |
Ending balance | 0.167 | 0.167 | $ 0.167 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0.167 | $ 0.167 | |
Weighted Average Remaining Contractual Term (Years) | |||
Beginning Balance | 1 year 9 months | 2 years 9 months | 3 years 9 months |
Vested excersable | 1 year 9 months | 2 years 9 months | |
Aggregate Intrinsic Value | |||
Beginning Balance | $ 1,138,598 | $ 960,931 | |
Options exercised | 629,734 | ||
Ending balance | 508,864 | 1,138,598 | $ 960,931 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 508,864 | $ 1,138,598 | |
Network Medical Management, Inc. [Member] | |||
Shares | |||
Beginning balance | 139,016 | 139,016 | |
Granted | 0 | ||
Options exercised | (102,199) | 0 | |
Options forfeited | (36,817) | 0 | |
Ending balance | 0 | 139,016 | 139,016 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 0 | 139,016 | |
Weighted Average Exercise Price | |||
Beginning balance | $ 2.44 | $ 2.44 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | 0 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | 2.44 | 0 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | 2.44 | 0 | |
Ending balance | 0 | 2.44 | $ 2.44 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0 | $ 2.44 | |
Weighted Average Remaining Contractual Term (Years) | |||
Beginning Balance | 2 years 9 months | 3 years 9 months | |
Aggregate Intrinsic Value | |||
Beginning Balance | $ 717,155 | $ 473,363 | |
Options exercised | $ 527,223 | 717,155 | |
Ending balance | $ 717,155 | $ 473,363 |
Summary of Stock Option Activit
Summary of Stock Option Activity Under Black-Scholes Option (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Expected term | 2 years 9 months | |
Expected volatility | 53.01% | |
Risk-free interest rate | 1.47% | |
Forfeiture rate | 8.00% | |
Minimum [Member] | ||
Expected term | 11 months 5 days | |
Expected volatility | 38.10% | |
Risk-free interest rate | 1.64% | |
Market value of common stock | $ 0.52 | $ 0.52 |
Annual dividend yield | 2.23% | 2.51% |
Forfeiture rate | 0.00% | |
Maximum [Member] | ||
Expected term | 1 year 9 months | |
Expected volatility | 41.60% | |
Risk-free interest rate | 1.86% | |
Market value of common stock | $ 0.76 | $ 0.76 |
Annual dividend yield | 3.53% | 3.53% |
Forfeiture rate | 6.80% |
Summary of Share-based Compensa
Summary of Share-based Compensation Expense Related to Common Stock Option Awards Granted (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Contracted physicians and other services [Member] | ||
Share-based Compensation | $ 2,113,116 | $ 1,512,740 |
Summary of Warrant (Detail)
Summary of Warrant (Detail) | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Shares [Abstract] | |
Number of warrants, Outstanding | shares | |
Number Of Warrants Assumed From Merger | shares | 1,898,541 |
Number Of Warrants Granted | shares | 1,750,000 |
Number Of Warrants Exercised | shares | 0 |
Class Of Warrant Or Right Cancelled In Period | shares | 0 |
Number of warrants, Outstanding | shares | 3,648,541 |
Weighted Average Exercise Price [Abstract] | |
Class Of Warrants Or Right, Exercise Price Of Warrants Assumed From Merger | $ / shares | $ 9.06 |
Class Of Warrants Or Right, Exercise Price Of Warrants Grant In Period | $ / shares | 10.49 |
Class Of Warrants Or Right, Exercise Price Of Warrants Exercised In Period | $ / shares | 0 |
Class Of Warrants Or Right, Exercise Price Of Warrants Forfeited In Period | $ / shares | 0 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 9.75 |
Weighted Average Remaining Contractual Term Years [Abstract] | |
Class Of Warrant Or Rights Assumed From Merger Weighted Average Remaining Contractual Term | 2 years 8 months 8 days |
Class Of Warrant Or Rights Grant In Period Weighted Average Remaining Contractual Term | 5 years |
Class Of Warrant Or Rights Exercised Weighted Average Remaining Contractual Term | 0 years |
Class Of Warrant Or Rights Forfeited Weighted Average Remaining Contractual Term | 0 years |
Class Of Warrant Or Rights Outstanding Weighted Average Remaining Contractual Term | 3 years 8 months 26 days |
Aggregate Intrinsic Value [Abstract] | |
Class Of Warrants Or Right, Outstanding, Aggregate Intrinsic Value | $ | |
Class Of Warrants Or Right, Assumed From Merger, Aggregate Intrinsic Value | $ | 14.94 |
Class Of Warrants Or Right, Grant In Period, Aggregate Intrinsic Value | $ | 13.51 |
Class Of Warrants Or Right, Exercises In Period, Aggregate Intrinsic Value | $ | 0 |
Class Of Warrants Or Right, Forfeitures In Period, Aggregate Intrinsic Value | $ | 0 |
Class Of Warrants Or Right, Outstanding, Aggregate Intrinsic Value | $ | $ 14.25 |
Warrants Outstanding (Detail)
Warrants Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Weighted Average Per Share Intrinsic Value, Outstanding | $ / shares | $ 0 |
Weighted Average Per Share Intrinsic Value, Warrants assumed in the Merger | $ / shares | 0.94 |
Weighted Average Per Share Intrinsic Value, Granted | $ / shares | 0 |
Weighted Average Per Share Intrinsic Value, Exercised | $ / shares | 0 |
Weighted Average Per Share Intrinsic Value, Cancelled | $ / shares | 0 |
Weighted Average Per Share Intrinsic Value, Outstanding | $ / shares | $ 14.25 |
Number of warrants, Outstanding | shares | |
Number of warrants, Warrants assumed in the Merger | shares | 1,898,541 |
Number of warrants, Granted | shares | 1,750,000 |
Number of warrants, Exercised | shares | 0 |
Number of warrants, Cancelled | shares | 0 |
Number of warrants, Outstanding | shares | 3,648,541 |
Warrants (Detail)
Warrants (Detail) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Weighted average remaining contractual life | 5 years |
Warrant Exercise Price Range One 4.00 - 5.00 | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 116,875 |
Weighted average remaining contractual life | 2 months 26 days |
Warrants exercisable | 116,875 |
Weighted average exercise price per share | $ / shares | $ 4.41 |
Warrant Exercise Price Range Two 9.00 - 10.00 | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 2,681,666 |
Weighted average remaining contractual life | 3 years 6 months 4 days |
Warrants exercisable | 2,681,666 |
Weighted average exercise price per share | $ / shares | $ 9.58 |
Warrant Exercise Price Range Three 11.00 | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 850,000 |
Weighted average remaining contractual life | 4 years 11 months 8 days |
Warrants exercisable | 850,000 |
Weighted average exercise price per share | $ / shares | $ 11 |
Warrant Exercise Price Range Four 4.50 - 10.00 | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 3,648,541 |
Weighted average remaining contractual life | 3 years 8 months 26 days |
Warrants exercisable | 3,648,541 |
Weighted average exercise price per share | $ / shares | $ 9.75 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Mar. 23, 2018 | Jan. 31, 2016 | Jan. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
Commitments And Contingencies [Line Items] | ||||||
Capital Leases, Contingent Rental Payments Due | $ 8,050 | $ 7,641 | $ 9,910 | |||
Capital Leases of Lessee, Contingent Rentals, Basis Spread on Variable Rate | 3.625% | 3.625% | 3.00% | |||
Capital Lease, Weighted Average Remaining Lease Term | 2 years | 2 years | ||||
Lease Commitment | $ 1 | $ 1 | ||||
Operating Leases, Rent Expense, Net | $ 2,400,000 | $ 2,400,000 | ||||
Subsequent Event [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Loss Contingency, Damages Sought, Value | $ 5,000,000 |
Future Minimum Rental Payments
Future Minimum Rental Payments Under Non-cancelable Operating Leases (Detail) | Dec. 31, 2017USD ($) |
Commitments And Contingencies [Line Items] | |
2,018 | $ 3,638,000 |
2,019 | 3,056,000 |
2,020 | 2,523,000 |
2,021 | 1,533,000 |
2,022 | 613,000 |
Thereafter | 884,000 |
Total | $ 12,247,000 |
Future Minimum Lease Payments O
Future Minimum Lease Payments On Non-cancelable Capital Lease (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
2,017 | $ 792,798 | |
Total minimum payments required | 793,000 | |
Less amount representing interest | (75,059) | |
Present value of net minimum lease payments | 717,739 | |
Less current portion | (98,738) | $ (102,348) |
Long-term portion | 619,001 | $ 0 |
Equipment under capital lease | 750,000 | |
Less: accumulated amortization | (53,571) | |
Capital Leases, Balance Sheet, Assets by Major Class, Net | $ 696,429 |
Future Minimum Payments Under N
Future Minimum Payments Under Non-cancelable Capital Lease (Detail) | Dec. 31, 2017USD ($) |
2,018 | $ 792,798 |
2,019 | 119,000 |
2,020 | 119,000 |
2,021 | 119,000 |
2,022 | 119,000 |
Thereafter | 198,000 |
Total minimum payments required | $ 793,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Nov. 16, 2015 | Sep. 30, 2015 | |
LMA [Member] | ||||
Equity Method Investment, Ownership Percentage | 25.00% | |||
Revenue from Related Parties | $ 17,600,000 | $ 17,200,000 | ||
PMIOC [Member] | ||||
Equity Method Investment, Ownership Percentage | 40.00% | |||
DMG [Member] | ||||
Payment Made To Related Party | $ 6,100,000 | 5,300,000 | ||
Service [Member] | PMIOC [Member] | ||||
Payment Made To Related Party | 2,300,000 | 1,800,000 | ||
Service [Member] | AMG, Inc [Member] | ||||
Payment Made To Related Party | 2,100,000 | 2,200,000 | ||
Rob Mikitarian [Member] | Notes Receivable [Member] | ||||
Debt Instrument, Face Amount | $ 150,000 | |||
Debt Instrument, Interest Rate, Effective Percentage | 3.00% | |||
Accounts and Other Receivables, Net, Current | 150,000 | |||
Universal Care Inc [Member] | ||||
Accounts and Other Receivables, Net, Current | $ 5,000,000 | |||
Equity Method Investment, Ownership Percentage | 48.90% | |||
Advance Diagnostic Surgery Center [Member] | Service [Member] | ||||
Payment Made To Related Party | 250,000 | 265,000 | ||
Medical Property Partners [Member] | Service [Member] | ||||
Payment Made To Related Party | 1,000,000 | 1,000,000 | ||
Medical Investment Group LLC [Member] | ||||
Payment Made To Related Party | 400,000 | 200,000 | ||
APC Shareholders [Member] | ||||
Payment Made To Related Party | 41,500,000 | 40,700,000 | ||
Shareholders And Officers [Member] | ||||
Payment Made To Related Party | $ 14,100,000 | $ 14,000,000 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 175,000 | $ 320,000 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Shares | 1,682,110 | 1,682,110 |
Basic Net Income (loss) Per Sha
Basic Net Income (loss) Per Share is Calculated Using Weighted Average Number of Shares (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings per share - basic | $ 1.01 | $ 0.46 |
Earnings per share - diluted | $ 0.90 | $ 0.41 |
Weighted average shares of common stock outstanding - basic | 25,525,786 | 24,673,081 |
Weighted average shares of common stock outstanding - diluted | 28,661,735 | 27,970,431 |
Summary of Shares Included in D
Summary of Shares Included in Diluted Earnings Per Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Weighted average shares of common stock outstanding - basic | 25,525,786 | 24,673,081 |
Weighted average shares of common stock outstanding - diluted | 28,661,735 | 27,970,431 |
Employee Stock Option [Member] | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 44,716 | 555,896 |
Common Stock [Member] | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 3,039,749 | 2,741,454 |
Warrant [Member] | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 51,484 | 0 |
Eliminated Upon Consolidation I
Eliminated Upon Consolidation Included In Accompanying Consolidated Balance Sheets (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | |||
Cash and cash equivalents | $ 99,749,199 | $ 54,824,580 | $ 59,014,715 |
Restricted cash - short-term | 18,005,661 | 101,132 | |
Investment in marketable securities | 1,143,095 | 1,051,807 | |
Receivables, net | 20,117,304 | 22,275,896 | |
Prepaid expenses and other current assets | 3,126,866 | 1,852,144 | |
Total current assets | 144,159,562 | 81,156,298 | |
Noncurrent assets | |||
Land, property and equipment, net | 13,814,306 | 10,373,333 | |
Intangible assets, net | 103,533,558 | 108,094,049 | |
Goodwill | 189,847,202 | 103,407,351 | 100,851,144 |
Loans receivable - related parties | 5,000,000 | 5,200,000 | |
Loan receivable | 10,000,000 | 0 | |
Investments in other entities - equity method | 21,903,524 | 24,256,065 | |
Investments in other entities - cost method | 0 | 10,575,002 | |
Restricted cash - long-term | 745,235 | 0 | |
Other assets | 1,632,406 | 1,597,978 | |
Total noncurrent assets | 346,476,231 | 268,842,664 | |
Total assets | 490,635,793 | 349,998,962 | |
Current liabilities | |||
Accounts payable and accrued expenses | 13,279,620 | 8,083,277 | |
Fiduciary accounts payable | 2,017,437 | 1,050,739 | |
Medical liabilities | 63,972,318 | 18,957,465 | $ 16,011,519 |
Bank loan, short-term | 510,391 | 0 | |
Capital lease obligations | 98,738 | 102,348 | |
Total current liabilities | 109,601,999 | 50,625,831 | |
Noncurrent liabilities | |||
Deferred tax liability | 24,916,598 | 46,932,207 | |
Liability for unissued equity shares | 1,185,025 | 1,997,650 | |
Capital lease obligations, net of current portion | 619,001 | 0 | |
Total noncurrent liabilities | 44,720,624 | 48,929,857 | |
Total liabilities | 154,322,623 | 99,555,688 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Current assets | |||
Cash and cash equivalents | 54,686,370 | 42,452,619 | |
Restricted cash - short-term | 18,005,661 | 101,132 | |
Fiduciary cash | 2,017,437 | 1,050,739 | |
Investment in marketable securities | 1,057,090 | 1,051,807 | |
Receivables, net | 15,183,483 | 21,025,668 | |
Prepaid expenses and other current assets | 1,821,328 | 727,743 | |
Total current assets | 92,771,369 | 66,409,708 | |
Noncurrent assets | |||
Land, property and equipment, net | 10,167,689 | 7,294,994 | |
Intangible assets, net | 70,841,907 | 84,473,335 | |
Goodwill | 60,012,316 | 56,213,448 | |
Loans receivable - related parties | 5,000,000 | 5,200,000 | |
Loan receivable | 5,000,000 | 0 | |
Investments in other entities - equity method | 21,903,524 | 24,256,065 | |
Investments in other entities - cost method | 4,320,000 | 4,320,000 | |
Restricted cash - long-term | 745,235 | 0 | |
Other assets | 1,371,664 | 1,596,848 | |
Total noncurrent assets | 179,362,335 | 183,354,690 | |
Total assets | 272,133,704 | 249,764,398 | |
Current liabilities | |||
Accounts payable and accrued expenses | 3,625,610 | 4,213,551 | |
Incentives payable | 21,500,000 | 19,621,645 | |
Fiduciary accounts payable | 2,017,437 | 1,050,739 | |
Medical liabilities | 25,186,240 | 18,957,465 | |
Income taxes payable | 1,463,540 | 2,999,225 | |
Amount due to affiliate | 24,889,717 | 3,204,334 | |
Bank loan, short-term | 510,391 | 0 | |
Capital lease obligations | 98,738 | 0 | |
Total current liabilities | 79,291,673 | 50,046,959 | |
Noncurrent liabilities | |||
Deferred tax liability | 20,970,766 | 36,148,696 | |
Liability for unissued equity shares | 1,185,025 | 1,008,925 | |
Capital lease obligations, net of current portion | 619,001 | 0 | |
Total noncurrent liabilities | 22,774,792 | 37,157,621 | |
Total liabilities | $ 102,066,465 | $ 87,204,580 |
VIE Assets - Additional Informa
VIE Assets - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Restricted Cash Acquired from Acquisition | $ 18,000,000 |