Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 22, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-53862 | |
Entity Registrant Name | NUTEX HEALTH INC. | |
Entity Central Index Key | 0001479681 | |
Entity Tax Identification Number | 11-3363609 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 6030 S. Rice Ave | |
Entity Address, Address Line Two | Suite C | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77081 | |
City Area Code | 713 | |
Local Phone Number | 660-0557 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | NUTX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 649,770,069 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 47,600,621 | $ 36,118,284 |
Accounts receivable | 94,653,853 | 112,766,317 |
Accounts receivable - related parties | 1,391,049 | 1,993,117 |
Inventories | 2,907,182 | 2,814,178 |
Prepaid expenses and other current assets | 2,427,849 | 323,283 |
Total current assets | 148,980,554 | 154,015,179 |
Property and equipment, net | 67,822,682 | 151,912,500 |
Operating right-of-use assets | 23,686,253 | 21,829,552 |
Financing right-of-use assets | 183,542,400 | 64,614,781 |
Intangible assets, net | 21,964,230 | 682,649 |
Goodwill | 425,355,837 | 1,139,297 |
Other assets | 441,304 | 456,085 |
Total assets | 871,793,260 | 394,650,043 |
Current liabilities: | ||
Accounts payable | 19,954,714 | 13,582,664 |
Accounts payable - related parties | 3,614,326 | 4,070,438 |
Lines of credit | 2,592,714 | 72,055 |
Current portion of long-term debt | 7,735,760 | 10,158,932 |
Operating lease liabilities, current portion | 1,789,871 | 1,489,997 |
Financing lease liabilities, current portion | 3,592,382 | 1,452,447 |
Accrued expenses and other current liabilities | 17,191,260 | 6,864,426 |
Total current liabilities | 56,471,027 | 37,690,959 |
Long-term debt, net | 16,305,258 | 78,821,985 |
Operating lease liabilities, net | 22,616,233 | 20,820,588 |
Financing lease liabilities, net | 192,516,749 | 65,735,501 |
Deferred tax liabilities | 17,469,750 | 0 |
Total liabilities | 305,379,017 | 203,069,033 |
Equity: | ||
Common stock, $0.001 par value; 900,000,000 shares authorized; 648,918,458 and 592,791,712 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 648,918 | 592,792 |
Additional paid-in capital | 467,402,221 | 11,742,891 |
Retained earnings | 57,638,688 | 102,315,623 |
Nutex Health Inc. equity | 525,689,827 | 114,651,306 |
Noncontrolling interests | 40,724,416 | 76,929,704 |
Total equity | 566,414,243 | 191,581,010 |
Total liabilities and equity | $ 871,793,260 | $ 394,650,043 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 648,918,458 | 592,791,712 |
Common stock, shares outstanding | 648,918,458 | 592,791,712 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue: | ||||
Total revenue | $ 58,047,933 | $ 62,814,672 | $ 137,175,175 | $ 150,157,914 |
Operating costs and expenses: | ||||
Payroll | 24,045,279 | 18,261,313 | 48,502,680 | 36,026,695 |
Contract services | 13,478,349 | 4,235,963 | 18,883,944 | 9,036,276 |
Medical supplies | 2,581,552 | 2,572,970 | 6,841,031 | 4,972,662 |
Insurance expense | 1,551,696 | 1,971,574 | 3,927,679 | 3,619,305 |
Depreciation and amortization | 3,132,485 | 2,223,461 | 5,529,346 | 4,001,640 |
Other | 8,266,046 | 4,412,059 | 14,099,991 | 8,714,161 |
Total operating costs and expenses | 53,055,407 | 33,677,340 | 97,784,671 | 66,370,739 |
Gross profit | 4,992,526 | 29,137,332 | 39,390,504 | 83,787,175 |
Corporate cost: | ||||
Acquisition costs | 3,885,666 | 0 | 3,885,666 | 0 |
General and administrative expenses | 2,485,337 | 1,533,002 | 7,644,342 | 3,522,040 |
Total corporate cost | 6,371,003 | 1,533,002 | 11,530,008 | 3,522,040 |
Operating income (loss) | (1,378,477) | 27,604,330 | 27,860,496 | 80,265,135 |
Interest expense | 3,849,629 | 1,504,933 | 5,705,603 | 2,991,090 |
Other expense (income) | (1,403,222) | (4,060,149) | 977,323 | (3,921,356) |
Income (loss) before taxes | (3,824,884) | 30,159,546 | 21,177,570 | 81,195,401 |
Income tax expense | 19,653,286 | 481,501 | 19,829,609 | 638,354 |
Net income (loss) | (23,478,170) | 29,678,045 | 1,347,961 | 80,557,047 |
Less: net income (loss) attributable to noncontrolling interests | (4,082,418) | 2,618,644 | (786,589) | 15,735,510 |
Net income (loss) attributable to Nutex Health Inc. | $ (19,395,752) | $ 27,059,401 | $ 2,134,550 | $ 64,821,537 |
Earnings (loss) per common share | ||||
Basic | $ (0.03) | $ 0.05 | $ 0 | $ 0.11 |
Diluted | $ (0.03) | $ 0.05 | $ 0 | $ 0.11 |
Weighted average shares outstanding | ||||
Basic | 646,370,173 | 592,791,712 | 619,728,949 | 592,791,712 |
Diluted | 658,991,192 | 592,791,712 | 626,992,817 | 592,791,712 |
Hospital Division [Member] | ||||
Revenue: | ||||
Total revenue | $ 51,604,679 | $ 62,814,672 | $ 130,731,921 | $ 150,157,914 |
Population Health Management Division [Member] | ||||
Revenue: | ||||
Total revenue | $ 6,443,254 | $ 0 | $ 6,443,254 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 592,792 | $ 9,724,052 | $ 81,413,212 | $ 55,638,769 | $ 147,368,825 |
Beginning balance, shares at Dec. 31, 2020 | 592,791,712 | ||||
Contributions | 791,610 | 4,176,800 | 4,968,410 | ||
Distributions | (30,054,155) | (8,831,693) | (38,885,848) | ||
Net loss | 37,762,136 | 13,116,866 | 50,879,002 | ||
Ending balance, value at Mar. 31, 2021 | $ 592,792 | 10,515,662 | 89,121,193 | 64,100,742 | 164,330,389 |
End balance, shares at Mar. 31, 2021 | 592,791,712 | ||||
Contributions | 1,243,686 | 4,821,304 | 6,064,990 | ||
Distributions | (30,785,270) | (8,775,526) | (39,560,796) | ||
Net loss | 27,059,401 | 2,618,644 | 29,678,045 | ||
Ending balance, value at Jun. 30, 2021 | $ 592,792 | 11,759,348 | 85,395,324 | 62,765,164 | 160,512,628 |
End balance, shares at Jun. 30, 2021 | 592,791,712 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 592,792 | 11,742,891 | 102,315,623 | 76,929,704 | 191,581,010 |
Beginning balance, shares at Dec. 31, 2021 | 592,791,712 | ||||
Contributions | 3,869,201 | 3,869,201 | |||
Distributions | (27,114,936) | (5,738,045) | (32,852,981) | ||
Net loss | 21,442,843 | 3,383,288 | 24,826,131 | ||
Ending balance, value at Mar. 31, 2022 | $ 592,792 | 11,742,891 | 96,643,530 | 78,444,148 | 187,423,361 |
End balance, shares at Mar. 31, 2022 | 592,791,712 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 592,792 | 11,742,891 | 102,315,623 | 76,929,704 | 191,581,010 |
Beginning balance, shares at Dec. 31, 2021 | 592,791,712 | ||||
Deconsolidation of Real Estate Entities | 39,323,872 | ||||
Ending balance, value at Jun. 30, 2022 | $ 648,918 | 467,402,221 | 57,638,688 | 40,724,416 | 566,414,243 |
End balance, shares at Jun. 30, 2022 | 648,918,458 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 592,792 | 11,742,891 | 96,643,530 | 78,444,148 | 187,423,361 |
Beginning balance, shares at Mar. 31, 2022 | 592,791,712 | ||||
Reverse acquisition with Clinigence | $ 50,961 | 446,780,842 | 194,747 | 447,026,550 | |
Reverse acquisition with Clinigence , shares | 50,961,109 | ||||
Notes payable converted to common stock | $ 2,623 | 4,062,749 | 4,065,372 | ||
Notes payable converted to common stock, shares | 2,622,819 | ||||
Common stock issued for exercise of warrants | $ 2,147 | 4,116,994 | 4,119,141 | ||
Common stock issued for exercise of warrants , shares | 2,147,252 | ||||
Common stock issued for exercise of options | $ 312 | 644,662 | $ 644,974 | ||
Common stock issued for exercise of options , shares | 312,019 | 312,019 | |||
Restricted stock awards issued for compensation | $ 83 | 54,083 | $ 54,166 | ||
Restricted stock awards issued for compensation , shares | 83,547 | ||||
Deconsolidation of Real Estate Entities | (12,267,888) | (27,055,984) | (39,323,872) | ||
Contributions | 861,916 | 861,916 | |||
Distributions | (7,341,202) | (7,637,993) | (14,979,195) | ||
Net loss | (19,395,752) | (4,082,418) | (23,478,170) | ||
Ending balance, value at Jun. 30, 2022 | $ 648,918 | $ 467,402,221 | $ 57,638,688 | $ 40,724,416 | $ 566,414,243 |
End balance, shares at Jun. 30, 2022 | 648,918,458 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 1,347,961 | $ 80,557,047 |
Adjustment to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 5,529,346 | 4,001,640 |
Stock-based compensation expense | 54,166 | 0 |
Other income - gain on PPP loan forgiveness | 0 | (4,525,600) |
Deferred tax expense | 12,013,748 | 0 |
Debt accretion expense | 722,536 | 0 |
Non-cash lease expense | 109,114 | (144,677) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 19,745,666 | 17,338,754 |
Accounts receivable - related party | 602,068 | (150) |
Inventories | (93,004) | (2,513) |
Prepaid expenses and other current assets | (1,977,182) | (1,022,062) |
Accounts payable | 6,358,427 | 4,845,359 |
Accounts payable - related party | (630,490) | (793,487) |
Accrued expenses and other current liabilities | 9,645,922 | 2,536,291 |
Other current assets | (25,219) | (36,120) |
Net cash from operating activities | 53,403,059 | 102,754,482 |
Cash flows from investing activities: | ||
Acquisitions of property and equipment | (16,621,726) | (21,714,755) |
Acquired cash in reverse acquisition with Clinigence | 12,716,228 | 0 |
Cash related to deconsolidation of Real Estates Entities | (2,421,212) | 0 |
Net cash from investing activities | (6,326,710) | (21,714,755) |
Cash flows from financing activities: | ||
Proceeds from lines of credit | 2,592,714 | 0 |
Proceeds from notes payable | 4,865,974 | 13,966,345 |
Repayments of lines of credit | (72,055) | (813,101) |
Repayments of notes payable | (4,338,567) | (13,712,534) |
Repayments of finance leases | (305,134) | (549,710) |
Common stock issued for exercise of warrants | 4,119,141 | 0 |
Common stock issued for exercise of options | 644,974 | 0 |
Members' contributions | 4,731,117 | 11,033,400 |
Members' distributions | (47,832,176) | (78,446,644) |
Net cash from financing activities | (35,594,012) | (68,522,244) |
Net change in cash and cash equivalents | 11,482,337 | 12,517,483 |
Cash and cash equivalents - beginning of the period | 36,118,284 | 25,514,275 |
Cash and cash equivalents - end of the period | 47,600,621 | 38,031,758 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 5,705,603 | 2,991,090 |
Cash paid for income taxes | 631,400 | 316,702 |
Non-cash investing and financing activities: | ||
Acquisition of financing leases | $ 9,937,104 | $ 452,457 |
Organization and Operations
Organization and Operations | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Organization and Operations | Note 1 – Organization and Operations Nutex Health Inc. (“Nutex Health” or the “Company”), is a physician-led, technology-enabled healthcare services company with 21 hospital facilities in eight states (hospital division), and a primary care-centric, risk-bearing population health management division. Our hospital division implements and operates different innovative health care models, including micro-hospitals, specialty hospitals and hospital outpatient departments (“HOPDs”). The population health management division owns and operates provider networks such as independent physician associations (“IPAs”) and offers a cloud-based proprietary technology platform to IPAs which aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view of patients and providers. We employ approximately 1,500 employees and partner with over 800 physicians. Our corporate headquarters is based in Houston, Texas. We were incorporated on April 13, 2000 in the state of Delaware. Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc In connection with the Merger Agreement, Nutex Health Holdco LLC entered into certain Contribution Agreements with holders of equity interests (“Nutex Owners”) of subsidiaries and affiliates (the “Nutex Subsidiaries”) pursuant to which such Nutex Owners agreed to contribute certain equity interests in the Nutex Subsidiaries to Nutex Health Holdco LLC in exchange for specified equity interests in Nutex Health Holdco LLC (collectively, the “Contribution Transaction”). Nutex owners having ownership interests representing approximately 84 Pursuant to the Merger Agreement, each unit representing an equity interest in Nutex Health Holdco LLC issued and outstanding immediately prior to the effective time of the Merger but after the Contribution Transaction (collectively, the “Nutex Membership Interests”) was converted into the right to receive 3.571428575 shares of common stock of Clinigence, or an aggregate of 592,791,712 Potential Future Stock Issuances. Such additional shares will be issued at the greater of (a) the price of the Company’s common stock at the time of determination or (b) $2.80. In addition, on the 24-month anniversary of the respective opening dates, contributing owners of under construction hospitals will be eligible to receive such owner’s pro rata share of a number of shares of Company common stock equal to (a)(i) the trailing twelve months earnings before interest, taxes, depreciation and amortization as determined on the 24th anniversary of their respective opening times (ii) ten minus (iii) the aggregate amount of such owner’s capital contribution minus (iv) such owner’s pro rata share of the aggregate debt of the applicable under construction hospital outstanding as of the Closing of the Merger divided by (b) the greater of (i) the price of the Company common stock at the time of determination or (ii) $2.80. After completing the merger, Clinigence was renamed Nutex Health Inc. Lock-up agreements. The lock-up restrictions terminate with respect to one-third of the shares of Company Common Stock issued in connection with the merger immediately following each of (i) six months after the effective time of the merger, (ii) twelve months after the effective time of the merger and (iii) eighteen months after the effective time of the merger. Registration rights agreement. The registration rights agreement terminates on the earlier of (i) the date when there are no shares subject to the agreement or (ii) the dissolution or liquidation of the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of presentation Business Combinations The assets, including identified intangible assets, and liabilities of Clinigence were recorded at their fair values with the excess purchase price recorded as goodwill. The financial statements reflect the merger as the equivalent of the issuance of common stock for the net monetary assets of Clinigence. The accounting for the merger did not affect the carrying values of the assets and liabilities of Nutex Health Holdco LLC. Equity of the accounting acquirer, Nutex Health Holdco LLC, has been retroactively restated for the equivalent number of shares issued to the accounting acquirer. Similarly, shares outstanding and earnings per share have been also retroactively restated based on the equivalent number of shares issued to the accounting acquirer. These financial statements present the Company’s consolidated financial condition and results of operations including those of majority-owned subsidiaries and variable interest entities (“VIEs”) for which we are the primary beneficiary. The hospital division includes our healthcare billing and collections company and hospital entities. In addition, we have financial and operating relationships with multiple professional entities (the “Physician LLCs”) and real estate entities (the “Real Estate Entities”). The Physician LLCs employ the doctors who work in our hospitals. These entities are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to the Physician LLCs in the event of cash shortages and received the benefit of their cash surpluses. The Real Estate Entities own the land and hospital buildings which are leased to our hospital entities. The consolidated Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. The Real Estate Entities are consolidated by the Company as VIEs because they do not have sufficient equity at risk and our hospital entities are guarantors of their outstanding mortgage loans. We have been working with the third-party lenders to remove our guarantees of their outstanding mortgage loans. As these guarantees are released, the associated Real Estate Entity no longer qualifies as a VIE and is deconsolidated. During the second quarter of 2022, we deconsolidated 17 Real Estate Entities. The Company has no direct or indirect ownership interest in the Physician LLCs or Real Estate Entities, so 100 The population health management division includes our management services organizations and a healthcare information technology company providing a cloud-based platform for healthcare organizations. In addition, Associated Hispanic Physicians of So. California (“AHISP”), an IPA entity that is not owned by us, but is consolidated as a VIE of our wholly-owned subsidiary of AHP Management Health Services Inc. (“AHP”) since AHP is the primary beneficiary of its operations and has 100% control of AHISP’s operations through its management services agreement with AHISP. All significant intercompany balances and transactions have been eliminated in consolidation. Interim financial statements Use of estimates Revenue recognition Hospital division Patient service net revenues earned by the Company are recognized at a point in time when the services are provided, net of adjustments and discounts. Because all the Company’s performance obligations relate to contracts with a duration of less than one-year, certain disclosures are limited. The transaction price is determined based on gross charges for services provided, reduced by contractual adjustments provided to third-party payors, discounts and implicit price concessions provided primarily to uninsured patients in accordance with the Company’s policy. For uninsured patients, the Company recognizes revenue based on established rates, subject to certain discounts and implicit price concessions. The Company is reimbursed from third party payors under various methodologies based on the level of care provided. We are considered “out-of-network” with commercial health plans. As there are no contractual rates established with insurance entities, revenues are estimated based on the “usual and customary” charges allowed by insurance payors using historical collection experience, historical trends of refunds and payor payment adjustments (retractions). Revenue from the Medicare program is based on reimbursement rates set by governmental authorities. Patients who have health care insurance may also have discounts applied related to their copayment or deductible. Estimates of contractual adjustments and discounts are determined by major payor classes for outpatient revenues based on historical experience. The Company estimates implicit price concessions based on its historical collection experience with these classes of patients using a portfolio approach. The portfolios consist of major payor classes for outpatient revenue. Based on historical collection trends and other analyses, the Company concluded that revenue for a given portfolio would not be materially different than if accounting for revenue on a contract-by-contract basis. Customer payments are due upon receipt of an explanation of benefits for insured patients or it is due upon receipt of the bill from the Company for uninsured payments. There is no financing component associated with payments due from insurers or patients. Population health management division Capitation revenue consists primarily of capitated fees for medical services provided by physician-owned entities we consolidate as VIEs. Capitated arrangements are made directly with various managed care providers including HMOs. Capitation revenues are typically prepaid monthly to us based on the number of enrollees selecting us as their healthcare provider. Capitation is a fixed payment amount per patient per unit of time paid in advance for the delivery of health care services, whereby the service providers are generally liable for excess medical costs. We receive management fees that are received based on gross capitation revenues of the IPAs or physician groups we manage. Revenue is recognized and received monthly for our services. In addition, we provide consultant services that are charged as a flat fixed rate and recognized as revenue when the service is performed. Consultant services revenues represent a small portion of our total revenue. Software licenses are provided as SaaS-based subscriptions that grants access to proprietary online databases and data management solutions. Training and consulting are project based and billable to customers on a monthly-basis or task-basis. Revenue from training and consulting are generally recognized upon delivery of training or completion of the consulting project. The duration of training and consulting projects are typically a few weeks or months and last no longer than 12 months. SaaS-based subscriptions are generally marketed under multi-year agreements with annual, semi-annual, quarterly, or month-to-month renewals and revenue is recognized ratably over the renewal period with the unearned amounts received recorded as deferred revenue. For multiple-element arrangements accounted for in accordance with specific software accounting guidance, multiple deliverables are segregated into units of accounting which are delivered items that have value to a customer on a standalone basis. Cash payments for SaaS-based subscriptions received in advance of the satisfaction of our performance obligations are reported as deferred revenue and recognized as revenue over the period in which the performance obligations are satisfied. The Company completes its contractual performance obligations through providing its customers access to specified data through subscriptions for a service period, and training on consulting associated with the subscriptions. We primarily invoice our customers on a monthly basis and do not provide any refunds, rights of return, or warranties. Cash and cash equivalents 250,000 Inventories Property and equipment Intangible assets Goodwill Long-lived assets Stock-based compensation The Company uses the Black-Scholes option pricing model to estimate the fair value of its stock options and warrants. The Black-Scholes option pricing model requires the input of highly subjective assumptions including the expected stock price volatility of the Company’s common stock, the risk-free interest rate at the date of grant, the expected vesting term of the grant, expected dividends, and an assumption related to forfeitures of such grants. Changes in these subjective input assumptions can materially affect the fair value estimate of the Company’s stock options and warrants. Leases Convertible instruments The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. Noncontrolling interests Fair value measurements Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The estimated fair value of accounts receivable, accounts payable, accrued expenses and notes payable approximate the carrying amount due to the relatively short maturity or time to maturity of these instruments. Accounts receivable and payable with related parties may not be arms-length transactions and therefore, may not reflect fair value. Advertising and marketing expense Income taxes Each of the VIEs and other entities that are not wholly-owned are pass-through entities treated as partnerships for U.S. federal income tax purposes. No provision for federal income taxes is provided in the consolidated statements of operations for the noncontrolling interests associated with these entities. We file tax returns in the U.S. and various state jurisdictions. With few exceptions, our returns for periods prior to 2017 are no longer subject to examination by tax authorities in these jurisdictions. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. If a tax position meets the “more likely than not” recognition criteria, accounting guidance requires the tax position be measured at the largest amount of benefit greater than 50% likely of being realized upon ultimate settlement. We record income tax related interest and penalties, if any, as a component in the provision for income tax expense. Earnings (loss) per share Business combinations Segment reporting Variable interest entities The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company consolidates a VIE if both power and benefits belong to the Company – that is, the Company (i) has the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power), and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (benefits). The Company consolidates VIEs whenever it is determined that the Company is the primary beneficiary. Refer to Note 18 – “Variable Interest Entities (VIEs)” to the consolidated financial statements for information on the Company’s consolidated VIEs. If there are variable interests in a VIE but the Company is not the primary beneficiary, the Company may account for the investment using the equity method of accounting. Reclassifications Recent accounting pronouncements |
Merger of Nutex Health Holdco L
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc | Note 3 - Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc The merger of Nutex Health Holdco LLC and Clinigence was completed pursuant to the Merger Agreement on April 1, 2022. As discussed above, the merger was accounted for as a reverse business combination with Nutex Health Holdco LLC as the accounting acquirer and Clinigence as the accounting acquiree. The fair value of purchase consideration transferred on the closing date includes the value of the shares of the combined company owned by Clinigence shareholders at closing of the merger and the fair value of Clinigence’s outstanding and exercisable common stock options and warrants as determined using a Black-Scholes valuation model. The fair value per share of Clinigence’s common stock was $6.40; its traded closing price on April 1, 2022. Total consideration in the merger is shown below: Schedule of consideration Fair value of Clinigence common shares at $6.40 per share $ 326,151,098 Fair value of Clinigence outstanding common stock options and warrants 120,875,452 Total consideration $ 447,026,550 The following is a preliminary estimate of the allocation of the total purchase consideration to acquired assets and assumed liabilities including the fair value of identified intangible assets as determined by independent valuation (a level 3 measurement): Schedule of acquired assets and assumed liabilities Cash and cash equivalents $ 12,716,228 Accounts receivable, net 2,127,076 Prepaid expenses and other current assets 127,384 Property and equipment, net 14,793 Right of use asset, net 86,989 Intangible assets, net 21,668,000 Goodwill 424,216,539 Accounts payable and accrued expenses (3,966,100 ) Deferred revenue (92,111 ) Convertible notes payable, net (3,771,858 ) Term note payable (553,150 ) Lease liability (91,238 ) Deferred tax liability (5,456,002 ) Assets acquired $ 447,026,550 The intangible assets denoted above each have definite lives. These intangible assets are being amortized over their estimated useful lives of 5 16 The results of operations of Clinigence have been included in the Company’s consolidated financial statements since the April 1, 2022 merger date. We expensed $ 3.9 Supplemental Pro Forma Information The supplemental pro forma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the acquisition had occurred on January 1, 2021, to give effect to certain events that management believes to be directly attributable to the acquisition. These pro forma adjustments primarily include an increase to depreciation and amortization expense that would have been recognized due to acquired tangible and intangible assets. The supplemental pro forma financial information for the periods presented is as follows: Schedule of pro forma financial information Three months ended June 30 Six months ended June 30 2022 2021 2022 2021 Revenue $ 58,047,933 $ 68,105,177 $ 143,384,350 $ 157,462,764 Net income (loss) attributable to Nutex Health Inc. (19,395,754) 23,711,523 (12,215,600) 56,629,242 The pro forma adjustment included in the pro forma loss above for the six months ended June 30, 2022 included $ 14.2 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 4 – Revenue We disaggregate revenue from contracts with customers into types of services or products, consistent with our reportable segments, as follows: Schedule of disaggregate revenue Three months ended June 30 Six months ended June 30 2022 2021 2022 2021 Hospital Division: Net patient service revenue $ 51,209,741 $ 62,347,436 $ 130,025,739 $ 149,260,934 Management fees 394,938 467,236 706,182 896,980 Total Hospital Division revenue 51,604,679 62,814,672 130,731,921 150,157,914 Population Health Management Division: Capitation revenue, net 5,150,342 — 5,150,342 — SaaS revenue 290,112 — 290,112 — Management fees 1,002,800 — 1,002,800 — Total Population Health Management Division revenue 6,443,254 — 6,443,254 — Net revenue $ 58,047,933 $ 62,814,672 $ 137,175,175 $ 150,157,914 Net patient service revenue Schedule of allocation of the estimated transaction price Three months ended June 30 Six months ended June 30 2022 2021 2022 2021 Insurance 92 % 97 % 92 % 96 % Self pay 8 % 2 % 8 % 3 % Workers compensation 0 % 1 % 0 % 1 % Medicare/Medicaid 0 % 0 % 0 % 0 % Total 100 % 100 % 100 % 100 % Contract balances 55,355 0 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 - Property and Equipment The principal categories of property and equipment are summarized as follows: Schedule of property, plant and equipment Useful lives (yrs) June 30, 2022 December 31, 2021 Buildings and improvements 39 $ 8,572,428 $ 82,794,329 Land — 1,972,509 18,201,804 Leasehold improvements 10 39 28,776,436 27,038,503 Construction in progress — 7,606,103 4,299,614 Medical equipment 10 26,284,999 25,686,562 Office furniture and equipment 7 2,864,410 2,870,270 Computer hardware and software 5 1,611,434 1,288,224 Vehicles 5 135,590 161,590 Signage 10 1,164,377 1,160,195 Total cost 78,988,286 163,501,091 Less: accumulated depreciation 11,165,604 11,588,591 Total property and equipment, net $ 67,822,682 $ 151,912,500 In the second quarter of 2022, we deconsolidated 17 Real Estate Entities. Refer to note 18. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6 – Intangible Assets The following tables provide detail of the Company’s intangible assets: Schedule of intangible assets As of June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Amortized intangible assets: Member relationships $ 16,899,000 $ (281,649 ) $ 16,617,351 15 Management contracts 2,021,000 (31,578 ) 1,989,422 16 Customer contracts 914,000 (15,234 ) 898,766 15 Trademarks 1,425,000 (37,508 ) 1,387,492 7 12 PHP technology 409,000 (20,450 ) 388,550 5 Indefinite life intangible - license 682,649 — 682,649 — Total $ 22,350,649 $ (386,419 ) $ 21,964,230 As of December 31, 2021 Indefinite life intangible - license $ 682,649 $ — $ 682,649 — Amortization expense for the three months ended June 30, 2022 and 2021 totaled $ 386,419 0 386,419 0 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 7 – Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: Schedule of accrued expenses and other current liabilities June 30, 2022 December 31, 2021 Accrued wages and benefits $ 5,470,145 $ 3,088,264 Current taxes payable 7,595,105 — Accrued other 4,126,010 3,776,162 Total accrued expenses and other current liabilities $ 17,191,260 $ 6,864,426 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 8 – Debt The Company’s outstanding debt is shown in the following table: Schedule of debt Maturity dates Interest rates June 30, 2022 December 31, 2021 Term loans secured by all assets 04/2023 - 11/2030 3.25 6.00 $ 10,728,901 $ 15,613,564 Term loans secured by property and equipment 01/2024 - 10/2029 4.19 6.90 7,049,839 11,190,093 Line of credit secured by all assets 07/2022 - 01/2023 4.50 6.50 2,592,714 72,055 Notes payable convertible into Nutex common shares at $1.55 per share 07/2022 10.00 % 342,963 — Term loans of consolidated Real Estate Entities 08/2022 - 12/2040 2.84 5.75 6,020,949 62,478,951 Total 26,735,366 89,354,663 Less: unamortized debt issuance costs 101,634 301,691 Less: short-term lines of credit 2,592,714 72,055 Less: current portion of long-term debt 7,735,760 10,158,932 Total debt reflected as long-term $ 16,305,258 $ 78,821,985 Term loans and lines of credit Certain outstanding debt arrangements require minimum debt service coverage ratios and other financial covenants. A revolving line of credit was not in compliance with the debt service coverage ratio as of June 30, 2022, and the balance has been included in current liabilities. At June 30, 2022, we had remaining availability of $ 1.657 Convertible notes payable. 5,415,375 4,065,375 2,622,819 342,963 The convertible notes payable were fully converted to common stock before their maturity on July 31, 2022 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | Note 9 – Leases The hospital facilities have entered into hospital property and equipment rental agreements with various lessors. The hospital facilities (“ER Entities”) have related party lease agreements with consolidated Real Estate Entities, which are eliminated and not shown in the tables below. Nutex has provided a corporate guarantee of these leases. Other facility leases with related parties are presented in our consolidated balance sheets and shown below when the associated Real Estate Entity is not consolidated. Third party leases include hospital facilities and medical equipment leases. The discount rate used in determining the present value of lease payment at commencement was 5% and 15%, respectively, for building and equipment leases. The following tables disclose information about our leases of property and equipment: Schedule of lease of property and equipment Three months ended June 30 Six months ended June 30 2022 2021 2022 2021 Operating lease cost $ 862,642 $ 662,104 $ 1,555,311 $ 1,013,461 Finance lease cost: Amortization of right-of-use assets 3,539,969 572,052 4,467,633 1,129,023 Interest on lease liabilities 3,770,058 503,968 4,750,677 1,002,396 Total finance lease cost $ 7,310,027 $ 1,076,020 $ 9,218,310 $ 2,131,419 Schedule of minimum lease payments Operating Leases Finance Leases Minimum lease payments for the next five years: Third-parties Related parties Third-parties Related parties 2022 $ 1,020,472 $ 298,260 $ 1,193,459 $ 5,666,492 2023 2,065,162 604,631 2,450,062 11,450,611 2024 2,086,611 627,080 2,129,408 11,703,516 2025 2,136,809 638,490 1,905,419 11,873,566 2026 2,035,479 662,159 1,949,506 12,049,752 2027 2,026,407 674,251 1,994,625 12,227,137 Thereafter 8,350,671 5,171,218 33,997,249 221,826,195 Total minimum lease payments 19,721,611 8,676,089 45,619,728 286,797,269 Less interest (1,722,511 ) (2,348,744 ) (17,644,332 ) (118,583,875 ) Total lease liabilities $ 17,999,100 $ 6,327,345 $ 27,975,396 $ 168,213,394 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Litigation |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note 11 – Employee Benefit Plans The Company’s employees are eligible to participate in the 401(k) Savings Plan. There are no restrictions in eligibility to contribute to the 401(k) Savings Plan. Salary deferrals are allowed in amounts up to 100% of an eligible employee’s salary, not to exceed the maximum allowed by law. Texarkana Emergency Center & Hospital, LLC (“Texarkana”) is the only entity which may contribute a discretionary match up to 5 no |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stock-based Compensation | Note 12 – Stock-based Compensation Obligations for under-development and ramping hospitals. th Restricted stock Options Clinigence had 6,500,010 options for the purchase of our common stock outstanding as of the merger date, all of which were fully vested and exercisable. The following table summarizes stock-based awards activity: Schedule of stock option activities Weighted Average Options Weighted Remaining Contractual Outstanding Average Life (Years) Options outstanding at April 1, 2022 merger date 6,500,010 $ 2.30 6.62 Options exercised (312,019 ) 2.08 Options outstanding at June 30, 2022 6,187,991 $ 2.30 6.17 Options outstanding as of June 30, 2022 consist of: Schedule of stock options outstanding Expiration Number Number Exercise Date Outstanding Exercisable Price March 15, 2025 157,196 157,196 $ 2.00 January 27, 2027 180,000 180,000 1.50 May 11, 2027 350,000 350,000 1.50 June 6, 2027 3,600 3,600 0.07 August 16, 2027 25,000 25,000 2.51 September 7, 2027 2,975,000 2,975,000 2.75 September 27, 2027 410,000 410,000 2.75 December 17, 2027 157,000 157,000 3.50 January 28, 2028 180,000 180,000 1.61 January 27, 2030 296,865 296,865 1.50 February 28, 2030 95,794 95,794 1.25 June 30, 2030 117,056 117,056 1.45 August 5, 2029 40,480 40,480 5.56 January 28, 2031 1,000,000 1,000,000 1.61 February 25, 2031 200,000 200,000 2.00 Total 6,187,991 6,187,991 Warrants. Schedule of Warrants, Activity Warrants Weighted Average Average Remaining Contractual Life Outstanding Exercise Price (Years) Warrants outstanding at April 1, 2022 merger date 12,401,240 $ 2.04 4.65 Warrants exercised (2,187,225 ) 2.27 Warrants outstanding at June 30, 2022 10,214,015 $ 2.04 4.60 Warrants outstanding as of June 30, 2022 consisted of: Schedule of outstanding warrants Expiration Number Number Exercise Date Outstanding Exercisable Price February 5, 2023 1,500 1,500 $ 25.00 April 27, 2023 1,500 1,500 25.00 December 31, 2024 554,873 554,873 6.67 October 31, 2025 763,701 763,701 1.25 February 26, 2026 288,236 288,236 4.00 July 31, 2026 2,532,900 2,532,900 1.55 February 1, 2027 1,456,452 1,456,452 1.55 May 30, 2027 4,614,853 4,614,853 1.75 Total 10,214,015 10,214,015 |
Equity
Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Equity | Note 13 – Equity Common Stock Issued 4,065,375 2,622,819 In the second quarter of 2022, we issued 2,147,252 4,119,141 312,019 644,974 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14 – Income Taxes Income tax provisions for interim quarterly periods are generally based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent or unusual items related specifically to interim periods. The income tax impact of discrete items are recognized in the period these occur. The Company’s income tax expense for the periods presented and reconciliation of this amount to amounts calculated based on statutory tax rates follows: Schedule of income tax expense Three months ended June 30 Six months ended June 30 2022 2021 2022 2021 Income taxes computed at the federal statutory rate $ (803,226 ) $ 6,333,505 $ 4,447,290 $ 17,051,034 Effect of: State taxes, net of federal benefits 675,275 481,501 675,275 638,354 Income of flow-through entities 238,172 (6,333,505 ) (4,836,021 ) (17,051,034 ) Change in tax status of Nutex Health Holdco LLC 20,775,898 — 20,775,898 — Reversal of acquired Clinigence valuation allowance (2,393,178 ) — (2,393,178 ) — Other permanent items, net 1,160,345 — 1,160,345 — Total income tax expense $ 19,653,286 $ 481,501 $ 19,829,609 $ 638,354 In periods before the merger with Clinigence, Nutex Health Holdco LLC and the Nutex Subsidiaries were pass-through entities treated as partnerships for U.S. federal income tax purposes. No provision for federal income taxes was provided for these periods as federal taxes were obligations of these companies’ members. After the merger, Nutex Health Holdco LLC became a wholly-owned subsidiary of Clinigence and will be included in its future consolidated corporate tax filings. We recognized a non-cash charge of $ 20,775,898 At the time of our merger with Clinigence, Clinigence had a full valuation allowance against its deferred tax assets. During the three months ended June 30, 2022, we recorded a non-cash benefit of $ 2,393,178 Each of the discrete items above are one-time, non-cash items. Excluding the discrete items above, our effective tax rate for the three months ended June 30, 2022 was 25.2 |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings (loss) per common share | |
Earnings per Share | Note 15 – Earnings per Share The following is the computation of earnings (loss) per basic and diluted share: Schedule of earnings per share Three months ended June 30 Six months ended June 30 2022 2021 2022 2021 Amounts attributable to Nutex Health Inc.: Numerator- Net income (loss) attributable to common stockholders $ (19,395,752 ) $ 27,059,401 $ 2,134,550 $ 64,821,537 Denominator: Weighted average shares used to compute basic EPS 646,370,173 592,791,712 619,728,949 592,791,712 Dilutive effect of convertible note 851,611 — 851,611 — Dilutive effect of common stock options 4,296,239 — 2,285,171 — Dilutive effect of common stock warrants 7,473,169 — 4,127,086 — Weighted average shares used to compute diluted EPS 658,991,192 592,791,712 626,992,817 592,791,712 Earnings (loss) per share: Basic $ (0.03 ) $ 0.05 $ 0.00 $ 0.11 Diluted $ (0.03 ) $ 0.05 $ 0.00 $ 0.11 The computation of diluted earnings per common share excludes the assumed conversion of outstanding convertible notes and exercise of common stock options and warrants in periods when we report a loss. The dilutive effect of the assumed exercise of outstanding options and warrants was calculated using the treasury stock method. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Note 16 – Segment Information We report the results of our operations as three segments in our consolidated financial statements: (i) the hospital division, (ii) the population health management division and (ii) the real estate division. The determination of our reporting segments was made on the basis of our strategic priorities, which corresponds to the manner in which our Chief Executive Officer, as our chief operating decision maker, reviews and evaluates operating performance to make decisions about resources to be allocated. We evaluate the performance of our reportable segments based on, among other measures, operating income, which is defined as income before interest expense, other income (expense), and taxes. Corporate costs primarily include expenses for support functions and salaries and benefits for corporate employees and are excluded from segment operating results. Reportable segment information, including intercompany transactions, is presented below: Schedule of segment information Three months ended June 30 Six months ended June 30 2022 2021 2022 2021 Revenues from external customers Hospital division $ 51,604,679 $ 62,814,672 $ 130,731,921 $ 150,157,914 Population health management division 6,443,254 — 6,443,254 — Total revenue 58,047,933 62,814,672 137,175,175 150,157,914 Segment operating income: Hospital division 5,249,528 29,137,332 39,647,506 83,787,175 Population health management division (257,002 ) — (257,002 ) — Total segment operating income $ 4,992,526 $ 29,137,332 $ 39,390,504 $ 83,787,175 Capital expenditures: Hospital division $ 1,364,694 $ 5,751,861 $ 3,730,053 $ 6,233,817 Real estate division 6,665,209 4,798,142 12,891,673 15,480,938 Total capital expenditures $ 8,029,903 $ 10,550,003 $ 16,621,726 $ 21,714,755 Revenue from inter-segment activities: Real estate division $ 7,943,243 $ — $ 11,989,212 $ 11,054,153 Depreciation and amortization: Hospital division $ 2,703,655 $ 1,381,394 $ 5,096,326 $ 3,155,383 Population health management division 387,984 — 387,984 — Real estate division 40,846 842,067 45,036 846,257 Total depreciation and amortization $ 3,132,485 $ 2,223,461 $ 5,529,346 $ 4,001,640 Schedule of assets As of June 30, 2022 December 31, 2021 Assets: Hospital division $ 384,426,690 $ 287,316,356 Population health management division 462,484,616 — Real estate division 24,881,954 107,333,687 Total Assets $ 871,793,260 $ 394,650,043 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 17 – Related Party Transactions Related party transactions included the following: • The Physician LLCs employ the doctors who work in our hospitals. We have no direct ownership interest in these entities but they are owned and, in some instances, controlled by related parties including our CEO, Dr. Thomas Vo. The Physician LLCs are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to them in the event of cash shortages and received the benefit of their cash surpluses. Amounts due from Physician LLCs totaled $ 2,783,241 1,891,147 1,506,650 No The Physician LLCs had outstanding obligations to their member owners, who are also Company stockholders, totaling $ 2,058,701 2,675,195 • Most of our hospital division facilities are leased from Real Estate Entities which own the land and hospital buildings. These leases are typically on a triple net basis where our hospital division is responsible for all operating costs, repairs and taxes on the facilities. Our obligations under these leases are presented in Note 9. During the three and six months ended June 30, 2022, we made cash payments for these lease obligations totaling $ 3,305,798 6,189,479 2,707,276 5,373,106 We received $ 1,245,000 The consolidated Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. We have no direct ownership interest in these entities but they are owned and, in some instances, controlled by related parties including our CEO. The Real Estate Entities are consolidated by the Company as VIEs when they do not have sufficient equity at risk and our hospital entities are guarantors of their outstanding mortgage loans. We have been working with the third-party lenders to remove our guarantees of their outstanding mortgage loans. As these guarantees are released, the associated Real Estate Entity no longer qualifies as a VIE and is deconsolidated. During the second quarter of 2022, we deconsolidated 17 Real Estate Entities. At June 30, 2022, three Real Estate Entities continue to be consolidated in our financial statements. In connection with the merger with Clinigence, we forgave certain amounts due from Real Estate Entities for past advances made by us. We recognized net expense totaling $ 0 553,259 • We made advances to unconsolidated entities owned by related parties that we lease facilities from. These advances totaled $ 1,228,442 1,288,354 • Accounts receivable – related party included $ 162,607 600,044 • Our CEO made advances to one of our hospital facilities, SE Texas ER. These advances totaled $ 1,424,948 • Accounts payable – related party in our consolidated balance sheets included $ 130,676 0 • We provide managerial services to emergency centers owned and, in some instances, controlled by related parties including our CEO. We recognized $ 188,417 600,971 226,532 874,440 • Two of our ER Entities, Coppell and West Plano, are obligated under managerial services agreements with related parties commencing in 2022. Payments under these agreements totaled $ 1,235,486 1,558,680 |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Note 18 – Variable Interest Entities The following tables provide the balance sheet amounts for consolidated VIEs: Schedule of consolidated balance sheets June 30, 2022 Real Estate Physician AHP Entities LLCs IPA Current assets $ 15,991,847 $ 14,599,965 $ 25,116,483 Property and equipment, net 8,865,609 3,668 — Other long-term assets 24,500 — 17,150,197 Total assets $ 24,881,956 $ 14,603,633 $ 42,266,680 Current liabilities 2,226,930 8,584,407 2,738,537 Long-term liabilities 6,020,950 — — Total liabilities 8,247,880 8,584,407 2,738,537 Equity 16,634,076 6,019,226 39,528,143 Total liabilities and equity $ 24,881,956 $ 14,603,633 $ 42,266,680 December 31, 2021 Real Estate Physician Entities LLCs Current assets $ 10,959,090 $ 22,035,457 Property and equipment, net 32,182,902 — Long-term assets 128,870,699 4,279 Total assets $ 172,012,691 $ 22,039,736 Current liabilities 6,666,690 5,070,706 Long-term liabilities 68,850,689 930,000 Total liabilities 75,517,379 6,000,706 Equity 96,495,312 16,039,030 Total liabilities and equity $ 172,012,691 $ 22,039,736 The assets of each of the ER Entities may only be used to settle the liabilities of that entity or its consolidated VIEs and may not be required to be used to settle the liabilities of any of the other ER Entities, other VIEs, or corporate entity. Additionally, the assets of corporate entities cannot be used to settle the liabilities of VIEs. The Company has aggregated all of the Physician LLCs and Real Estate Entities into two categories above, because they have similar risk characteristics, and presenting distinct financial information for each VIE would not add more useful information. Real Estate Entities are consolidated by the Company as VIEs because they do not have sufficient equity at risk and our hospital entities are guarantors of their outstanding mortgage loans. We have been working with the third-party lenders to remove our guarantees of their outstanding mortgage loans. As these guarantees are released, the associated Real Estate Entity no longer qualifies as a VIE and is deconsolidated. In the second quarter of 2022, we deconsolidated 17 Real Estate Entities. There was no gain or loss on the deconsolidation of these entities. At the date we deconsolidated these Real Estate Entities, they had $ 2,421,212 98,086,690 533,874 69,638,778 1,402,998 ur condensed consolidated statements of changes in equity includes an additional equity effect of $7,920,874 in the Deconsolidation of Real Estate Entities total of $ 39,323,872 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 - Subsequent Events The Company has evaluated subsequent events through the filing of this report and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the transaction described below. Since June 30, 2022 through the date of the report, the remaining principal of convertible notes payable was converted to 851,611 1.55 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation Business Combinations The assets, including identified intangible assets, and liabilities of Clinigence were recorded at their fair values with the excess purchase price recorded as goodwill. The financial statements reflect the merger as the equivalent of the issuance of common stock for the net monetary assets of Clinigence. The accounting for the merger did not affect the carrying values of the assets and liabilities of Nutex Health Holdco LLC. Equity of the accounting acquirer, Nutex Health Holdco LLC, has been retroactively restated for the equivalent number of shares issued to the accounting acquirer. Similarly, shares outstanding and earnings per share have been also retroactively restated based on the equivalent number of shares issued to the accounting acquirer. These financial statements present the Company’s consolidated financial condition and results of operations including those of majority-owned subsidiaries and variable interest entities (“VIEs”) for which we are the primary beneficiary. The hospital division includes our healthcare billing and collections company and hospital entities. In addition, we have financial and operating relationships with multiple professional entities (the “Physician LLCs”) and real estate entities (the “Real Estate Entities”). The Physician LLCs employ the doctors who work in our hospitals. These entities are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to the Physician LLCs in the event of cash shortages and received the benefit of their cash surpluses. The Real Estate Entities own the land and hospital buildings which are leased to our hospital entities. The consolidated Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. The Real Estate Entities are consolidated by the Company as VIEs because they do not have sufficient equity at risk and our hospital entities are guarantors of their outstanding mortgage loans. We have been working with the third-party lenders to remove our guarantees of their outstanding mortgage loans. As these guarantees are released, the associated Real Estate Entity no longer qualifies as a VIE and is deconsolidated. During the second quarter of 2022, we deconsolidated 17 Real Estate Entities. The Company has no direct or indirect ownership interest in the Physician LLCs or Real Estate Entities, so 100 The population health management division includes our management services organizations and a healthcare information technology company providing a cloud-based platform for healthcare organizations. In addition, Associated Hispanic Physicians of So. California (“AHISP”), an IPA entity that is not owned by us, but is consolidated as a VIE of our wholly-owned subsidiary of AHP Management Health Services Inc. (“AHP”) since AHP is the primary beneficiary of its operations and has 100% control of AHISP’s operations through its management services agreement with AHISP. All significant intercompany balances and transactions have been eliminated in consolidation. |
Interim financial statements | Interim financial statements |
Use of estimates | Use of estimates |
Revenue recognition | Revenue recognition Hospital division Patient service net revenues earned by the Company are recognized at a point in time when the services are provided, net of adjustments and discounts. Because all the Company’s performance obligations relate to contracts with a duration of less than one-year, certain disclosures are limited. The transaction price is determined based on gross charges for services provided, reduced by contractual adjustments provided to third-party payors, discounts and implicit price concessions provided primarily to uninsured patients in accordance with the Company’s policy. For uninsured patients, the Company recognizes revenue based on established rates, subject to certain discounts and implicit price concessions. The Company is reimbursed from third party payors under various methodologies based on the level of care provided. We are considered “out-of-network” with commercial health plans. As there are no contractual rates established with insurance entities, revenues are estimated based on the “usual and customary” charges allowed by insurance payors using historical collection experience, historical trends of refunds and payor payment adjustments (retractions). Revenue from the Medicare program is based on reimbursement rates set by governmental authorities. Patients who have health care insurance may also have discounts applied related to their copayment or deductible. Estimates of contractual adjustments and discounts are determined by major payor classes for outpatient revenues based on historical experience. The Company estimates implicit price concessions based on its historical collection experience with these classes of patients using a portfolio approach. The portfolios consist of major payor classes for outpatient revenue. Based on historical collection trends and other analyses, the Company concluded that revenue for a given portfolio would not be materially different than if accounting for revenue on a contract-by-contract basis. Customer payments are due upon receipt of an explanation of benefits for insured patients or it is due upon receipt of the bill from the Company for uninsured payments. There is no financing component associated with payments due from insurers or patients. Population health management division Capitation revenue consists primarily of capitated fees for medical services provided by physician-owned entities we consolidate as VIEs. Capitated arrangements are made directly with various managed care providers including HMOs. Capitation revenues are typically prepaid monthly to us based on the number of enrollees selecting us as their healthcare provider. Capitation is a fixed payment amount per patient per unit of time paid in advance for the delivery of health care services, whereby the service providers are generally liable for excess medical costs. We receive management fees that are received based on gross capitation revenues of the IPAs or physician groups we manage. Revenue is recognized and received monthly for our services. In addition, we provide consultant services that are charged as a flat fixed rate and recognized as revenue when the service is performed. Consultant services revenues represent a small portion of our total revenue. Software licenses are provided as SaaS-based subscriptions that grants access to proprietary online databases and data management solutions. Training and consulting are project based and billable to customers on a monthly-basis or task-basis. Revenue from training and consulting are generally recognized upon delivery of training or completion of the consulting project. The duration of training and consulting projects are typically a few weeks or months and last no longer than 12 months. SaaS-based subscriptions are generally marketed under multi-year agreements with annual, semi-annual, quarterly, or month-to-month renewals and revenue is recognized ratably over the renewal period with the unearned amounts received recorded as deferred revenue. For multiple-element arrangements accounted for in accordance with specific software accounting guidance, multiple deliverables are segregated into units of accounting which are delivered items that have value to a customer on a standalone basis. Cash payments for SaaS-based subscriptions received in advance of the satisfaction of our performance obligations are reported as deferred revenue and recognized as revenue over the period in which the performance obligations are satisfied. The Company completes its contractual performance obligations through providing its customers access to specified data through subscriptions for a service period, and training on consulting associated with the subscriptions. We primarily invoice our customers on a monthly basis and do not provide any refunds, rights of return, or warranties. |
Cash and cash equivalents | Cash and cash equivalents 250,000 |
Inventories | Inventories |
Property and equipment | Property and equipment |
Intangible assets | Intangible assets |
Goodwill | Goodwill |
Long-lived assets | Long-lived assets |
Stock-based compensation | Stock-based compensation The Company uses the Black-Scholes option pricing model to estimate the fair value of its stock options and warrants. The Black-Scholes option pricing model requires the input of highly subjective assumptions including the expected stock price volatility of the Company’s common stock, the risk-free interest rate at the date of grant, the expected vesting term of the grant, expected dividends, and an assumption related to forfeitures of such grants. Changes in these subjective input assumptions can materially affect the fair value estimate of the Company’s stock options and warrants. |
Leases | Leases |
Convertible instruments | Convertible instruments The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. |
Noncontrolling interests | Noncontrolling interests |
Fair value measurements | Fair value measurements Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The estimated fair value of accounts receivable, accounts payable, accrued expenses and notes payable approximate the carrying amount due to the relatively short maturity or time to maturity of these instruments. Accounts receivable and payable with related parties may not be arms-length transactions and therefore, may not reflect fair value. |
Advertising and marketing expense | Advertising and marketing expense |
Income taxes | Income taxes Each of the VIEs and other entities that are not wholly-owned are pass-through entities treated as partnerships for U.S. federal income tax purposes. No provision for federal income taxes is provided in the consolidated statements of operations for the noncontrolling interests associated with these entities. We file tax returns in the U.S. and various state jurisdictions. With few exceptions, our returns for periods prior to 2017 are no longer subject to examination by tax authorities in these jurisdictions. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. If a tax position meets the “more likely than not” recognition criteria, accounting guidance requires the tax position be measured at the largest amount of benefit greater than 50% likely of being realized upon ultimate settlement. We record income tax related interest and penalties, if any, as a component in the provision for income tax expense. |
Earnings (loss) per share | Earnings (loss) per share |
Business combinations | Business combinations |
Segment reporting | Segment reporting |
Variable interest entities | Variable interest entities The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company consolidates a VIE if both power and benefits belong to the Company – that is, the Company (i) has the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power), and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (benefits). The Company consolidates VIEs whenever it is determined that the Company is the primary beneficiary. Refer to Note 18 – “Variable Interest Entities (VIEs)” to the consolidated financial statements for information on the Company’s consolidated VIEs. If there are variable interests in a VIE but the Company is not the primary beneficiary, the Company may account for the investment using the equity method of accounting. |
Reclassifications | Reclassifications |
Recent accounting pronouncements | Recent accounting pronouncements |
Merger of Nutex Health Holdco_2
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of consideration | Schedule of consideration Fair value of Clinigence common shares at $6.40 per share $ 326,151,098 Fair value of Clinigence outstanding common stock options and warrants 120,875,452 Total consideration $ 447,026,550 |
Schedule of acquired assets and assumed liabilities | Schedule of acquired assets and assumed liabilities Cash and cash equivalents $ 12,716,228 Accounts receivable, net 2,127,076 Prepaid expenses and other current assets 127,384 Property and equipment, net 14,793 Right of use asset, net 86,989 Intangible assets, net 21,668,000 Goodwill 424,216,539 Accounts payable and accrued expenses (3,966,100 ) Deferred revenue (92,111 ) Convertible notes payable, net (3,771,858 ) Term note payable (553,150 ) Lease liability (91,238 ) Deferred tax liability (5,456,002 ) Assets acquired $ 447,026,550 |
Schedule of pro forma financial information | Schedule of pro forma financial information Three months ended June 30 Six months ended June 30 2022 2021 2022 2021 Revenue $ 58,047,933 $ 68,105,177 $ 143,384,350 $ 157,462,764 Net income (loss) attributable to Nutex Health Inc. (19,395,754) 23,711,523 (12,215,600) 56,629,242 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregate revenue | Schedule of disaggregate revenue Three months ended June 30 Six months ended June 30 2022 2021 2022 2021 Hospital Division: Net patient service revenue $ 51,209,741 $ 62,347,436 $ 130,025,739 $ 149,260,934 Management fees 394,938 467,236 706,182 896,980 Total Hospital Division revenue 51,604,679 62,814,672 130,731,921 150,157,914 Population Health Management Division: Capitation revenue, net 5,150,342 — 5,150,342 — SaaS revenue 290,112 — 290,112 — Management fees 1,002,800 — 1,002,800 — Total Population Health Management Division revenue 6,443,254 — 6,443,254 — Net revenue $ 58,047,933 $ 62,814,672 $ 137,175,175 $ 150,157,914 |
Schedule of allocation of the estimated transaction price | Schedule of allocation of the estimated transaction price Three months ended June 30 Six months ended June 30 2022 2021 2022 2021 Insurance 92 % 97 % 92 % 96 % Self pay 8 % 2 % 8 % 3 % Workers compensation 0 % 1 % 0 % 1 % Medicare/Medicaid 0 % 0 % 0 % 0 % Total 100 % 100 % 100 % 100 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Schedule of property, plant and equipment Useful lives (yrs) June 30, 2022 December 31, 2021 Buildings and improvements 39 $ 8,572,428 $ 82,794,329 Land — 1,972,509 18,201,804 Leasehold improvements 10 39 28,776,436 27,038,503 Construction in progress — 7,606,103 4,299,614 Medical equipment 10 26,284,999 25,686,562 Office furniture and equipment 7 2,864,410 2,870,270 Computer hardware and software 5 1,611,434 1,288,224 Vehicles 5 135,590 161,590 Signage 10 1,164,377 1,160,195 Total cost 78,988,286 163,501,091 Less: accumulated depreciation 11,165,604 11,588,591 Total property and equipment, net $ 67,822,682 $ 151,912,500 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets As of June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Amortized intangible assets: Member relationships $ 16,899,000 $ (281,649 ) $ 16,617,351 15 Management contracts 2,021,000 (31,578 ) 1,989,422 16 Customer contracts 914,000 (15,234 ) 898,766 15 Trademarks 1,425,000 (37,508 ) 1,387,492 7 12 PHP technology 409,000 (20,450 ) 388,550 5 Indefinite life intangible - license 682,649 — 682,649 — Total $ 22,350,649 $ (386,419 ) $ 21,964,230 As of December 31, 2021 Indefinite life intangible - license $ 682,649 $ — $ 682,649 — |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Schedule of accrued expenses and other current liabilities June 30, 2022 December 31, 2021 Accrued wages and benefits $ 5,470,145 $ 3,088,264 Current taxes payable 7,595,105 — Accrued other 4,126,010 3,776,162 Total accrued expenses and other current liabilities $ 17,191,260 $ 6,864,426 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Schedule of debt Maturity dates Interest rates June 30, 2022 December 31, 2021 Term loans secured by all assets 04/2023 - 11/2030 3.25 6.00 $ 10,728,901 $ 15,613,564 Term loans secured by property and equipment 01/2024 - 10/2029 4.19 6.90 7,049,839 11,190,093 Line of credit secured by all assets 07/2022 - 01/2023 4.50 6.50 2,592,714 72,055 Notes payable convertible into Nutex common shares at $1.55 per share 07/2022 10.00 % 342,963 — Term loans of consolidated Real Estate Entities 08/2022 - 12/2040 2.84 5.75 6,020,949 62,478,951 Total 26,735,366 89,354,663 Less: unamortized debt issuance costs 101,634 301,691 Less: short-term lines of credit 2,592,714 72,055 Less: current portion of long-term debt 7,735,760 10,158,932 Total debt reflected as long-term $ 16,305,258 $ 78,821,985 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of lease of property and equipment | Schedule of lease of property and equipment Three months ended June 30 Six months ended June 30 2022 2021 2022 2021 Operating lease cost $ 862,642 $ 662,104 $ 1,555,311 $ 1,013,461 Finance lease cost: Amortization of right-of-use assets 3,539,969 572,052 4,467,633 1,129,023 Interest on lease liabilities 3,770,058 503,968 4,750,677 1,002,396 Total finance lease cost $ 7,310,027 $ 1,076,020 $ 9,218,310 $ 2,131,419 |
Schedule of minimum lease payments | Schedule of minimum lease payments Operating Leases Finance Leases Minimum lease payments for the next five years: Third-parties Related parties Third-parties Related parties 2022 $ 1,020,472 $ 298,260 $ 1,193,459 $ 5,666,492 2023 2,065,162 604,631 2,450,062 11,450,611 2024 2,086,611 627,080 2,129,408 11,703,516 2025 2,136,809 638,490 1,905,419 11,873,566 2026 2,035,479 662,159 1,949,506 12,049,752 2027 2,026,407 674,251 1,994,625 12,227,137 Thereafter 8,350,671 5,171,218 33,997,249 221,826,195 Total minimum lease payments 19,721,611 8,676,089 45,619,728 286,797,269 Less interest (1,722,511 ) (2,348,744 ) (17,644,332 ) (118,583,875 ) Total lease liabilities $ 17,999,100 $ 6,327,345 $ 27,975,396 $ 168,213,394 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of stock option activities | Schedule of stock option activities Weighted Average Options Weighted Remaining Contractual Outstanding Average Life (Years) Options outstanding at April 1, 2022 merger date 6,500,010 $ 2.30 6.62 Options exercised (312,019 ) 2.08 Options outstanding at June 30, 2022 6,187,991 $ 2.30 6.17 |
Schedule of stock options outstanding | Schedule of stock options outstanding Expiration Number Number Exercise Date Outstanding Exercisable Price March 15, 2025 157,196 157,196 $ 2.00 January 27, 2027 180,000 180,000 1.50 May 11, 2027 350,000 350,000 1.50 June 6, 2027 3,600 3,600 0.07 August 16, 2027 25,000 25,000 2.51 September 7, 2027 2,975,000 2,975,000 2.75 September 27, 2027 410,000 410,000 2.75 December 17, 2027 157,000 157,000 3.50 January 28, 2028 180,000 180,000 1.61 January 27, 2030 296,865 296,865 1.50 February 28, 2030 95,794 95,794 1.25 June 30, 2030 117,056 117,056 1.45 August 5, 2029 40,480 40,480 5.56 January 28, 2031 1,000,000 1,000,000 1.61 February 25, 2031 200,000 200,000 2.00 Total 6,187,991 6,187,991 |
Schedule of Warrants, Activity | Schedule of Warrants, Activity Warrants Weighted Average Average Remaining Contractual Life Outstanding Exercise Price (Years) Warrants outstanding at April 1, 2022 merger date 12,401,240 $ 2.04 4.65 Warrants exercised (2,187,225 ) 2.27 Warrants outstanding at June 30, 2022 10,214,015 $ 2.04 4.60 |
Schedule of outstanding warrants | Schedule of outstanding warrants Expiration Number Number Exercise Date Outstanding Exercisable Price February 5, 2023 1,500 1,500 $ 25.00 April 27, 2023 1,500 1,500 25.00 December 31, 2024 554,873 554,873 6.67 October 31, 2025 763,701 763,701 1.25 February 26, 2026 288,236 288,236 4.00 July 31, 2026 2,532,900 2,532,900 1.55 February 1, 2027 1,456,452 1,456,452 1.55 May 30, 2027 4,614,853 4,614,853 1.75 Total 10,214,015 10,214,015 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense | Schedule of income tax expense Three months ended June 30 Six months ended June 30 2022 2021 2022 2021 Income taxes computed at the federal statutory rate $ (803,226 ) $ 6,333,505 $ 4,447,290 $ 17,051,034 Effect of: State taxes, net of federal benefits 675,275 481,501 675,275 638,354 Income of flow-through entities 238,172 (6,333,505 ) (4,836,021 ) (17,051,034 ) Change in tax status of Nutex Health Holdco LLC 20,775,898 — 20,775,898 — Reversal of acquired Clinigence valuation allowance (2,393,178 ) — (2,393,178 ) — Other permanent items, net 1,160,345 — 1,160,345 — Total income tax expense $ 19,653,286 $ 481,501 $ 19,829,609 $ 638,354 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings (loss) per common share | |
Schedule of earnings per share | Schedule of earnings per share Three months ended June 30 Six months ended June 30 2022 2021 2022 2021 Amounts attributable to Nutex Health Inc.: Numerator- Net income (loss) attributable to common stockholders $ (19,395,752 ) $ 27,059,401 $ 2,134,550 $ 64,821,537 Denominator: Weighted average shares used to compute basic EPS 646,370,173 592,791,712 619,728,949 592,791,712 Dilutive effect of convertible note 851,611 — 851,611 — Dilutive effect of common stock options 4,296,239 — 2,285,171 — Dilutive effect of common stock warrants 7,473,169 — 4,127,086 — Weighted average shares used to compute diluted EPS 658,991,192 592,791,712 626,992,817 592,791,712 Earnings (loss) per share: Basic $ (0.03 ) $ 0.05 $ 0.00 $ 0.11 Diluted $ (0.03 ) $ 0.05 $ 0.00 $ 0.11 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Schedule of segment information Three months ended June 30 Six months ended June 30 2022 2021 2022 2021 Revenues from external customers Hospital division $ 51,604,679 $ 62,814,672 $ 130,731,921 $ 150,157,914 Population health management division 6,443,254 — 6,443,254 — Total revenue 58,047,933 62,814,672 137,175,175 150,157,914 Segment operating income: Hospital division 5,249,528 29,137,332 39,647,506 83,787,175 Population health management division (257,002 ) — (257,002 ) — Total segment operating income $ 4,992,526 $ 29,137,332 $ 39,390,504 $ 83,787,175 Capital expenditures: Hospital division $ 1,364,694 $ 5,751,861 $ 3,730,053 $ 6,233,817 Real estate division 6,665,209 4,798,142 12,891,673 15,480,938 Total capital expenditures $ 8,029,903 $ 10,550,003 $ 16,621,726 $ 21,714,755 Revenue from inter-segment activities: Real estate division $ 7,943,243 $ — $ 11,989,212 $ 11,054,153 Depreciation and amortization: Hospital division $ 2,703,655 $ 1,381,394 $ 5,096,326 $ 3,155,383 Population health management division 387,984 — 387,984 — Real estate division 40,846 842,067 45,036 846,257 Total depreciation and amortization $ 3,132,485 $ 2,223,461 $ 5,529,346 $ 4,001,640 |
Schedule of assets | Schedule of assets As of June 30, 2022 December 31, 2021 Assets: Hospital division $ 384,426,690 $ 287,316,356 Population health management division 462,484,616 — Real estate division 24,881,954 107,333,687 Total Assets $ 871,793,260 $ 394,650,043 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of consolidated balance sheets | Schedule of consolidated balance sheets June 30, 2022 Real Estate Physician AHP Entities LLCs IPA Current assets $ 15,991,847 $ 14,599,965 $ 25,116,483 Property and equipment, net 8,865,609 3,668 — Other long-term assets 24,500 — 17,150,197 Total assets $ 24,881,956 $ 14,603,633 $ 42,266,680 Current liabilities 2,226,930 8,584,407 2,738,537 Long-term liabilities 6,020,950 — — Total liabilities 8,247,880 8,584,407 2,738,537 Equity 16,634,076 6,019,226 39,528,143 Total liabilities and equity $ 24,881,956 $ 14,603,633 $ 42,266,680 December 31, 2021 Real Estate Physician Entities LLCs Current assets $ 10,959,090 $ 22,035,457 Property and equipment, net 32,182,902 — Long-term assets 128,870,699 4,279 Total assets $ 172,012,691 $ 22,039,736 Current liabilities 6,666,690 5,070,706 Long-term liabilities 68,850,689 930,000 Total liabilities 75,517,379 6,000,706 Equity 96,495,312 16,039,030 Total liabilities and equity $ 172,012,691 $ 22,039,736 |
Organization and Operations (De
Organization and Operations (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 shares | |
Ownership interests | 100% |
Contribution agreements, description | Such additional shares will be issued at the greater of (a) the price of the Company’s common stock at the time of determination or (b) $2.80. In addition, on the 24-month anniversary of the respective opening dates, contributing owners of under construction hospitals will be eligible to receive such owner’s pro rata share of a number of shares of Company common stock equal to (a)(i) the trailing twelve months earnings before interest, taxes, depreciation and amortization as determined on the 24th anniversary of their respective opening times (ii) ten minus (iii) the aggregate amount of such owner’s capital contribution minus (iv) such owner’s pro rata share of the aggregate debt of the applicable under construction hospital outstanding as of the Closing of the Merger divided by (b) the greater of (i) the price of the Company common stock at the time of determination or (ii) $2.80. |
Common Stock [Member] | Merger Agreement [Member] | |
Aggregate of shares | 592,791,712 |
Nutex Health Inc [Member] | |
Ownership interests | 84% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | Jun. 30, 2022 USD ($) |
Accounting Policies [Abstract] | |
Ownership interests | 100% |
Federal Deposit Insurance Corporation | $ 250,000 |
Merger of Nutex Health Holdco_3
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc. (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Fair value of Clinigence common shares at $6.40 per share | $ 326,151,098 |
Fair value of Clinigence outstanding common stock options and warrants | 120,875,452 |
Total consideration | $ 447,026,550 |
Merger of Nutex Health Holdco_4
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc. (Details 1 | Jun. 30, 2022 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash and cash equivalents | $ 12,716,228 |
Accounts receivable, net | 2,127,076 |
Prepaid expenses and other current assets | 127,384 |
Property and equipment, net | 14,793 |
Right of use asset, net | 86,989 |
Intangible assets, net | 21,668,000 |
Goodwill | 424,216,539 |
Accounts payable and accrued expenses | (3,966,100) |
Deferred revenue | (92,111) |
Convertible notes payable, net | (3,771,858) |
Term note payable | (553,150) |
Lease liability | (91,238) |
Deferred tax liability | (5,456,002) |
Assets acquired | $ 447,026,550 |
Merger of Nutex Health Holdco_5
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc. (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Revenue | $ 58,047,933 | $ 68,105,177 | $ 143,384,350 | $ 157,462,764 |
Net income (loss) attributable to Nutex Health Inc. | $ (19,395,754) | $ 23,711,523 | $ (12,215,600) | $ 56,629,242 |
Merger of Nutex Health Holdco_6
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Acquisition-related costs | $ 3,900 | |
Pro forma loss | $ 14,200 | |
Minimum [Member] | ||
Estimated useful lives | 5 years | |
Maximum [Member] | ||
Estimated useful lives | 16 years |
Revenue (Details)
Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 58,047,933 | $ 62,814,672 | $ 137,175,175 | $ 150,157,914 |
Hospital Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 51,604,679 | 62,814,672 | 130,731,921 | 150,157,914 |
Hospital Division [Member] | Net Patient Service Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 51,209,741 | 62,347,436 | 130,025,739 | 149,260,934 |
Hospital Division [Member] | Management Fees [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 394,938 | 467,236 | 706,182 | 896,980 |
Population Health Management Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,443,254 | 6,443,254 | ||
Population Health Management Division [Member] | Management Fees [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,002,800 | 1,002,800 | ||
Population Health Management Division [Member] | Capitation Revenue Net [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 5,150,342 | 5,150,342 | ||
Population Health Management Division [Member] | Saas Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 290,112 | $ 290,112 |
Revenue (Details 1)
Revenue (Details 1) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Insurance coverage, percentage | 100% | 100% | 100% | 100% |
Insurance [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Insurance coverage, percentage | 92% | 97% | 92% | 96% |
Self Pay [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Insurance coverage, percentage | 8% | 2% | 8% | 3% |
Workers' Compensation Insurance [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Insurance coverage, percentage | 0% | 1% | 0% | 1% |
Medicare [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Insurance coverage, percentage | 0% | 0% | 0% | 0% |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 55,355 | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 78,988,286 | $ 163,501,091 |
Less: accumulated depreciation | 11,165,604 | 11,588,591 |
Total property and equipment, net | $ 67,822,682 | 151,912,500 |
Building and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful lives | 39 years | |
Property and equipment, gross | $ 8,572,428 | 82,794,329 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,972,509 | 18,201,804 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 28,776,436 | 27,038,503 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful lives | 10 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful lives | 39 years | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,606,103 | 4,299,614 |
Medical Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful lives | 10 years | |
Property and equipment, gross | $ 26,284,999 | 25,686,562 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful lives | 7 years | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,864,410 | 2,870,270 |
Computer Hardware And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful lives | 5 years | |
Property and equipment, gross | $ 1,611,434 | 1,288,224 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful lives | 5 years | |
Property and equipment, gross | $ 135,590 | 161,590 |
Signage [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful lives | 10 years | |
Property and equipment, gross | $ 1,164,377 | $ 1,160,195 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 22,350,649 | |
Less: Accumulated amortization | (386,419) | |
Intangible Assets, Net | $ 21,964,230 | |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 5 years | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 16 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 16,899,000 | |
Less: Accumulated amortization | (281,649) | |
Intangible Assets, Net | $ 16,617,351 | |
Intangible assets useful life | 15 years | |
Management Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 2,021,000 | |
Less: Accumulated amortization | (31,578) | |
Intangible Assets, Net | $ 1,989,422 | |
Intangible assets useful life | 16 years | |
Customer Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 914,000 | |
Less: Accumulated amortization | (15,234) | |
Intangible Assets, Net | $ 898,766 | |
Intangible assets useful life | 15 years | |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 1,425,000 | |
Less: Accumulated amortization | (37,508) | |
Intangible Assets, Net | $ 1,387,492 | |
Trademarks [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 7 years | |
Trademarks [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful life | 12 years | |
P H P Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 409,000 | |
Less: Accumulated amortization | (20,450) | |
Intangible Assets, Net | $ 388,550 | |
Intangible assets useful life | 5 years | |
Indefinite Life Intangible License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 682,649 | $ 682,649 |
Less: Accumulated amortization | 0 | 0 |
Intangible Assets, Net | $ 682,649 | $ 682,649 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization Expense | $ 386,419 | $ 0 | $ 386,419 | $ 0 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued wages and benefits | $ 5,470,145 | $ 3,088,264 |
Current taxes payable | 7,595,105 | |
Accrued other | 4,126,010 | 3,776,162 |
Total accrued expenses and other current liabilities | $ 17,191,260 | $ 6,864,426 |
Debt (Details)
Debt (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Total | $ 26,735,366 | $ 89,354,663 |
Less: unamortized debt issuance costs | 101,634 | 301,691 |
Less: short-term lines of credit | 2,592,714 | 72,055 |
Less: current portion of long-term debt | 7,735,760 | 10,158,932 |
Total debt reflected as long-term | $ 16,305,258 | 78,821,985 |
Term Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | 04/2023 - 11/2030 | |
Total | $ 10,728,901 | 15,613,564 |
Term Loan [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rates | 3.25% | |
Term Loan [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rates | 6% | |
Term Loan 1 [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | 01/2024 - 10/2029 | |
Total | $ 7,049,839 | 11,190,093 |
Term Loan 1 [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rates | 4.19% | |
Term Loan 1 [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rates | 6.90% | |
Line of Credit [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | 07/2022 - 01/2023 | |
Total | $ 2,592,714 | 72,055 |
Line of Credit [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rates | 4.50% | |
Line of Credit [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rates | 6.50% | |
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | 07/2022 | |
Interest rates | 10% | |
Total | $ 342,963 | |
Term Loan 3 [Member] | ||
Short-Term Debt [Line Items] | ||
Maturity date | 08/2022 - 12/2040 | |
Total | $ 6,020,949 | $ 62,478,951 |
Term Loan 3 [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rates | 2.84% | |
Term Loan 3 [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rates | 5.75% |
Debt (Details Narrative)
Debt (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 USD ($) shares | |
Short-Term Debt [Line Items] | |
Outstanding lines of credit | $ 1,657,000 |
Convertible notes payable | 342,963 |
Convertible Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Principal amount | 5,415,375 |
Conversion of debt | $ 4,065,375 |
Conversion of debt, shares | shares | 2,622,819 |
Maturity date | Jul. 31, 2022 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease cost | $ 862,642 | $ 662,104 | $ 1,555,311 | $ 1,013,461 |
Finance lease cost: | ||||
Amortization of right-of-use assets | 3,539,969 | 572,052 | 4,467,633 | 1,129,023 |
Interest on lease liabilities | 3,770,058 | 503,968 | 4,750,677 | 1,002,396 |
Total finance lease cost | $ 7,310,027 | $ 1,076,020 | $ 9,218,310 | $ 2,131,419 |
Leases (Details 1)
Leases (Details 1) | Jun. 30, 2022 USD ($) |
Third Parties [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2022 | $ 1,020,472 |
2022 | 1,193,459 |
2023 | 2,065,162 |
2023 | 2,450,062 |
2024 | 2,086,611 |
2024 | 2,129,408 |
2025 | 2,136,809 |
2025 | 1,905,419 |
2026 | 2,035,479 |
2026 | 1,949,506 |
2027 | 2,026,407 |
2027 | 1,994,625 |
Thereafter | 8,350,671 |
Thereafter | 33,997,249 |
Total minimum lease payments | 19,721,611 |
Total minimum lease payments | 45,619,728 |
Less interest | (1,722,511) |
Less interest | (17,644,332) |
Total lease liabilities | 17,999,100 |
Total lease liabilities | 27,975,396 |
Related Parties [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2022 | 298,260 |
2022 | 5,666,492 |
2023 | 604,631 |
2023 | 11,450,611 |
2024 | 627,080 |
2024 | 11,703,516 |
2025 | 638,490 |
2025 | 11,873,566 |
2026 | 662,159 |
2026 | 12,049,752 |
2027 | 674,251 |
2027 | 12,227,137 |
Thereafter | 5,171,218 |
Thereafter | 221,826,195 |
Total minimum lease payments | 8,676,089 |
Total minimum lease payments | 286,797,269 |
Less interest | (2,348,744) |
Less interest | (118,583,875) |
Total lease liabilities | 6,327,345 |
Total lease liabilities | $ 168,213,394 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Retirement Benefits [Abstract] | ||||
Contributions to employee salary percentage | 5% | |||
Contributions to employee plan value | $ 0 | $ 0 | $ 0 | $ 0 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - $ / shares | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Equity [Abstract] | ||
Options, Outstanding, Beginning Balance | 6,500,010 | |
Options, Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 2.30 | |
Weighted average remaining life contractual life (years) | 6 years 2 months 1 day | 6 years 7 months 13 days |
Options, Exercised | (312,019) | |
Options, Exercised, Weighted Average Exercise Price | $ 2.08 | |
Options, Outstanding, Ending Balance | 6,187,991 | |
Options, Outstanding, Ending Balance, Weighted Average Exercise Price | $ 2.30 | $ 2.30 |
Stock-based Compensation (Det_2
Stock-based Compensation (Details 1) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Outstanding | 6,187,991 | |
Number Exercisable | 6,187,991 | |
Exercise price | $ 2.30 | $ 2.30 |
Options One | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Expiration Date | Mar. 15, 2025 | |
Number of Outstanding | 157,196 | |
Number Exercisable | 157,196 | |
Exercise price | $ 2 | |
Options Two | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Expiration Date | Jan. 27, 2027 | |
Number of Outstanding | 180,000 | |
Number Exercisable | 180,000 | |
Exercise price | $ 1.50 | |
Options Three | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Expiration Date | May 11, 2027 | |
Number of Outstanding | 350,000 | |
Number Exercisable | 350,000 | |
Exercise price | $ 1.50 | |
Options Four | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Expiration Date | Jun. 06, 2027 | |
Number of Outstanding | 3,600 | |
Number Exercisable | 3,600 | |
Exercise price | $ 0.07 | |
Options 5 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Expiration Date | Aug. 16, 2027 | |
Number of Outstanding | 25,000 | |
Number Exercisable | 25,000 | |
Exercise price | $ 2.51 | |
Options 6 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Expiration Date | Sep. 07, 2027 | |
Number of Outstanding | 2,975,000 | |
Number Exercisable | 2,975,000 | |
Exercise price | $ 2.75 | |
Options 7 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Expiration Date | Sep. 27, 2027 | |
Number of Outstanding | 410,000 | |
Number Exercisable | 410,000 | |
Exercise price | $ 2.75 | |
Options 8 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Expiration Date | Dec. 17, 2027 | |
Number of Outstanding | 157,000 | |
Number Exercisable | 157,000 | |
Exercise price | $ 3.50 | |
Options 9 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Expiration Date | Jan. 28, 2028 | |
Number of Outstanding | 180,000 | |
Number Exercisable | 180,000 | |
Exercise price | $ 1.61 | |
Options 10 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Expiration Date | Jan. 27, 2030 | |
Number of Outstanding | 296,865 | |
Number Exercisable | 296,865 | |
Exercise price | $ 1.50 | |
Options 11 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Expiration Date | Feb. 28, 2030 | |
Number of Outstanding | 95,794 | |
Number Exercisable | 95,794 | |
Exercise price | $ 1.25 | |
Options 12 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Expiration Date | Jun. 30, 2030 | |
Number of Outstanding | 117,056 | |
Number Exercisable | 117,056 | |
Exercise price | $ 1.45 | |
Options 13 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Expiration Date | Aug. 05, 2029 | |
Number of Outstanding | 40,480 | |
Number Exercisable | 40,480 | |
Exercise price | $ 5.56 | |
Options 14 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Expiration Date | Jan. 28, 2031 | |
Number of Outstanding | 1,000,000 | |
Number Exercisable | 1,000,000 | |
Exercise price | $ 1.61 | |
Options 15 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Expiration Date | Feb. 25, 2031 | |
Number of Outstanding | 200,000 | |
Number Exercisable | 200,000 | |
Exercise price | $ 2 |
Stock-based Compensation (Det_3
Stock-based Compensation (Details 2) - $ / shares | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Equity [Abstract] | ||
Warrants, Outstanding, Beginning Balance | 12,401,240 | |
Weighted Average Exercise Price, Beginning Balance | $ 2.04 | |
Weighted average remaining life contractual life (years) | 4 years 7 months 6 days | 4 years 7 months 24 days |
Warrants Outstanding, Exercised | (2,187,225) | |
Weighted Average Exercise Price, Exercised | $ 2.27 | |
Warrants, Outstanding, Ending Balance | 10,214,015 | 12,401,240 |
Weighted Average Exercise Price, Ending Balance | $ 2.04 | $ 2.04 |
Stock-based Compensation (Det_4
Stock-based Compensation (Details 3) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Outstanding | 10,214,015 |
Number Exercisable | 10,214,015 |
Warrants One | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | Feb. 05, 2023 |
Number of Outstanding | 1,500 |
Number Exercisable | 1,500 |
Exercise price | $ / shares | $ 25 |
Warrants Two | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | Apr. 27, 2023 |
Number of Outstanding | 1,500 |
Number Exercisable | 1,500 |
Exercise price | $ / shares | $ 25 |
Warrants Three | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | Dec. 31, 2024 |
Number of Outstanding | 554,873 |
Number Exercisable | 554,873 |
Exercise price | $ / shares | $ 6.67 |
Warrants 4 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | Oct. 31, 2025 |
Number of Outstanding | 763,701 |
Number Exercisable | 763,701 |
Exercise price | $ / shares | $ 1.25 |
Warrants 5 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | Feb. 26, 2026 |
Number of Outstanding | 288,236 |
Number Exercisable | 288,236 |
Exercise price | $ / shares | $ 4 |
Warrants Six | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | Jul. 31, 2026 |
Number of Outstanding | 2,532,900 |
Number Exercisable | 2,532,900 |
Exercise price | $ / shares | $ 1.55 |
Warrants Seven | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | Feb. 01, 2027 |
Number of Outstanding | 1,456,452 |
Number Exercisable | 1,456,452 |
Exercise price | $ / shares | $ 1.55 |
Warrants Eight | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | May 30, 2027 |
Number of Outstanding | 4,614,853 |
Number Exercisable | 4,614,853 |
Exercise price | $ / shares | $ 1.75 |
Equity (Details Narrative)
Equity (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 USD ($) shares | |
Options Held [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of shares issued | shares | 312,019 |
Total proceeds | $ | $ 644,974 |
Common Stock [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Converted principal amount | $ | $ 4,065,375 |
Conversion of shares | shares | 2,622,819 |
Warrant [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of shares issued | shares | 2,147,252 |
Total proceeds | $ | $ 4,119,141 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income taxes computed at the federal statutory rate | $ (803,226) | $ 6,333,505 | $ 4,447,290 | $ 17,051,034 |
State taxes, net of federal benefits | 675,275 | 481,501 | 675,275 | 638,354 |
Income of flow-through entities | 238,172 | (6,333,505) | (4,836,021) | (17,051,034) |
Change in tax status of Nutex Health Holdco LLC | 20,775,898 | 0 | 20,775,898 | 0 |
Reversal of acquired Clinigence valuation allowance | (2,393,178) | 0 | (2,393,178) | 0 |
Other permanent items, net | 1,160,345 | 0 | 1,160,345 | 0 |
Total income tax expense | $ 19,653,286 | $ 481,501 | $ 19,829,609 | $ 638,354 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Deferred tax assets | $ 2,393,178 |
Effective tax rate | 25.20% |
Nutex Health Holdco L L C [Member] | |
Operating Loss Carryforwards [Line Items] | |
Income tax expense | $ 20,775,898 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator- | ||||
Net income (loss) attributable to common stockholders | $ (19,395,752) | $ 27,059,401 | $ 2,134,550 | $ 64,821,537 |
Denominator: | ||||
Weighted average shares used to compute basic EPS | 646,370,173 | 592,791,712 | 619,728,949 | 592,791,712 |
Dilutive effect of convertible note | 851,611 | 0 | 851,611 | 0 |
Dilutive effect of common stock options | 4,296,239 | 0 | 2,285,171 | 0 |
Dilutive effect of common stock warrants | 7,473,169 | 0 | 4,127,086 | 0 |
Weighted average shares used to compute diluted EPS | 658,991,192 | 592,791,712 | 626,992,817 | 592,791,712 |
Earnings (loss) per share: | ||||
Basic | $ (0.03) | $ 0.05 | $ 0 | $ 0.11 |
Diluted | $ (0.03) | $ 0.05 | $ 0 | $ 0.11 |
Segment Information (Details)
Segment Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 58,047,933 | $ 62,814,672 | $ 137,175,175 | $ 150,157,914 |
Total segment operating income | 4,992,526 | 29,137,332 | 39,390,504 | 83,787,175 |
Total capital expenditures | 8,029,903 | 10,550,003 | 16,621,726 | 21,714,755 |
Real estate division | 7,943,243 | 0 | 11,989,212 | 11,054,153 |
Total depreciation and amortization | 3,132,485 | 2,223,461 | 5,529,346 | 4,001,640 |
Hospital Division [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 51,604,679 | 62,814,672 | 130,731,921 | 150,157,914 |
Total segment operating income | 5,249,528 | 29,137,332 | 39,647,506 | 83,787,175 |
Total capital expenditures | 1,364,694 | 5,751,861 | 3,730,053 | 6,233,817 |
Total depreciation and amortization | 2,703,655 | 1,381,394 | 5,096,326 | 3,155,383 |
Population Health Management Division [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 6,443,254 | 0 | 6,443,254 | 0 |
Total segment operating income | (257,002) | 0 | (257,002) | 0 |
Total depreciation and amortization | 387,984 | 0 | 387,984 | 0 |
Real Estate Division [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | 6,665,209 | 4,798,142 | 12,891,673 | 15,480,938 |
Total depreciation and amortization | $ 40,846 | $ 842,067 | $ 45,036 | $ 846,257 |
Segment Information (Details 1)
Segment Information (Details 1) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Total Assets | $ 871,793,260 | $ 394,650,043 |
Hospital Division [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 384,426,690 | 287,316,356 |
Population Health Management Division [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 462,484,616 | 0 |
Real Estate Division [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Assets | $ 24,881,954 | $ 107,333,687 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Net expense recognized | $ 0 | $ 1,506,650 | |||
Accounts payable | 130,676 | 130,676 | $ 0 | ||
Payments for lease obligations | 3,305,798 | $ 2,707,276 | 6,189,479 | $ 5,373,106 | |
Cash received | 1,245,000 | ||||
Accounts receivable - related party | 1,228,442 | 1,228,442 | 1,288,354 | ||
Managerial fees with hospital division | 188,417 | 600,971 | |||
Revenue recognized | 58,047,933 | $ 62,814,672 | 137,175,175 | $ 150,157,914 | |
Managerial Services Agreements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related parties | 1,235,486 | 1,558,680 | |||
Service [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue recognized | 226,532 | 874,440 | |||
Chief Executive Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts payable | 1,424,948 | 1,424,948 | 1,424,948 | ||
Physician LLCs [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | 2,783,241 | 2,783,241 | 1,891,147 | ||
Accounts payable | 2,058,701 | 2,058,701 | 2,675,195 | ||
Real Estate [Member] | |||||
Related Party Transaction [Line Items] | |||||
Net expense recognized | 0 | 553,259 | |||
E R Entities [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts receivable - related party | $ 162,607 | $ 162,607 | $ 600,044 |
Variable Interest Entities (VIE
Variable Interest Entities (VIEs) (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Current assets | $ 148,980,554 | $ 154,015,179 |
Property and equipment, net | 67,822,682 | 151,912,500 |
Total assets | 871,793,260 | 394,650,043 |
Current liabilities | 56,471,027 | 37,690,959 |
Long-term liabilities | 16,305,258 | 78,821,985 |
Total liabilities | 305,379,017 | 203,069,033 |
Equity | 525,689,827 | 114,651,306 |
Total liabilities and equity | 871,793,260 | 394,650,043 |
Real Estate Entities [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Property and equipment, net | 98,086,690 | |
Total liabilities | 69,638,778 | |
Variable Interest Entity, Primary Beneficiary [Member] | Real Estate Entities [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Current assets | 15,991,847 | 10,959,090 |
Property and equipment, net | 8,865,609 | 32,182,902 |
Long-term assets | 128,870,699 | |
Other long-term assets | 24,500 | |
Total assets | 24,881,956 | 172,012,691 |
Current liabilities | 2,226,930 | 6,666,690 |
Long-term liabilities | 6,020,950 | 68,850,689 |
Total liabilities | 8,247,880 | 75,517,379 |
Equity | 16,634,076 | 96,495,312 |
Total liabilities and equity | 24,881,956 | 172,012,691 |
Variable Interest Entity, Primary Beneficiary [Member] | Physician LLCs [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Current assets | 14,599,965 | 22,035,457 |
Property and equipment, net | 3,668 | |
Long-term assets | 4,279 | |
Other long-term assets | ||
Total assets | 14,603,633 | 22,039,736 |
Current liabilities | 8,584,407 | 5,070,706 |
Long-term liabilities | 930,000 | |
Total liabilities | 8,584,407 | 6,000,706 |
Equity | 6,019,226 | 16,039,030 |
Total liabilities and equity | 14,603,633 | $ 22,039,736 |
Variable Interest Entity, Primary Beneficiary [Member] | AHP IPA [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Current assets | 25,116,483 | |
Property and equipment, net | ||
Other long-term assets | 17,150,197 | |
Total assets | 42,266,680 | |
Current liabilities | 2,738,537 | |
Long-term liabilities | ||
Total liabilities | 2,738,537 | |
Equity | 39,528,143 | |
Total liabilities and equity | $ 42,266,680 |
Variable Interest Entities (Det
Variable Interest Entities (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Fixed assets | $ 67,822,682 | $ 67,822,682 | $ 151,912,500 |
Other assets | 441,304 | 441,304 | 456,085 |
Liabilities | 305,379,017 | 305,379,017 | 203,069,033 |
Noncontrolling interests | 40,724,416 | 40,724,416 | $ 76,929,704 |
[custom:DeconsolidationOfRealEstateEntities] | (39,323,872) | 39,323,872 | |
Real Estate Entities [Member] | |||
Cash | 2,421,212 | 2,421,212 | |
Fixed assets | 98,086,690 | 98,086,690 | |
Other assets | 533,874 | 533,874 | |
Liabilities | 69,638,778 | 69,638,778 | |
Noncontrolling interests | $ 1,402,998 | $ 1,402,998 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Convertible Notes Payable [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Short-Term Debt [Line Items] | |
Number of shares converted | 2,622,819 |
Price per share | $ / shares | $ 1.55 |
Common Stock [Member] | |
Short-Term Debt [Line Items] | |
Number of shares converted | 851,611 |