Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 18, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
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, $0.001 par value | |
Trading Symbol | NUTX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 649,770,069 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 36,620,799 | $ 36,118,284 |
Accounts receivable | 61,478,424 | 112,766,317 |
Accounts receivable - related parties | 1,847,016 | 1,993,117 |
Inventories | 3,213,376 | 2,814,178 |
Prepaid expenses and other current assets | 4,378,923 | 323,283 |
Total current assets | 107,538,538 | 154,015,179 |
Property and equipment, net | 72,282,118 | 151,912,500 |
Operating right-of-use assets | 20,904,971 | 21,829,552 |
Financing right-of-use assets | 194,757,864 | 64,614,781 |
Intangible assets, net | 21,577,810 | 682,649 |
Goodwill, net | 17,010,637 | 1,139,297 |
Other assets | 445,789 | 456,085 |
Total assets | 434,517,727 | 394,650,043 |
Current liabilities: | ||
Accounts payable | 17,743,457 | 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 | 4,026,942 | 10,158,932 |
Operating lease liabilities, current portion | 1,485,360 | 1,489,997 |
Financing lease liabilities, current portion | 4,107,853 | 1,452,447 |
Accrued expenses and other current liabilities | 10,257,349 | 6,864,426 |
Total current liabilities | 43,828,001 | 37,690,959 |
Long-term debt, net | 24,690,473 | 78,821,985 |
Operating lease liabilities, net | 20,049,121 | 20,820,588 |
Financing lease liabilities, net | 204,591,022 | 65,735,501 |
Deferred tax liabilities | 8,831,108 | 0 |
Total liabilities | 301,989,725 | 203,069,033 |
Equity: | ||
Common stock, $0.001 par value; 900,000,000 shares authorized; 649,770,069 and 592,791,712 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 649,770 | 592,792 |
Additional paid-in capital | 468,802,618 | 11,742,891 |
Retained earnings (accumulated deficit) | (358,967,267) | 102,315,623 |
Nutex Health Inc. equity | 110,485,121 | 114,651,306 |
Noncontrolling interests | 22,042,881 | 76,929,704 |
Total equity | 132,528,002 | 191,581,010 |
Total liabilities and equity | $ 434,517,727 | $ 394,650,043 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 900,000,000 | |
Common Stock, Shares, Outstanding | 649,770,069 | 592,791,712 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | ||||
Total revenue | $ 28,395,058 | $ 117,971,732 | $ 165,570,233 | $ 268,129,646 |
Operating costs and expenses: | ||||
Payroll | 27,923,404 | 23,118,034 | 76,426,084 | 59,144,729 |
Contract services | 8,873,901 | 2,460,082 | 27,757,845 | 11,496,358 |
Medical supplies | 2,486,083 | 4,942,959 | 9,327,114 | 9,915,621 |
Insurance expense | 3,506,667 | 3,053,678 | 7,434,346 | 6,672,983 |
Depreciation and amortization | 4,330,167 | 1,871,799 | 9,859,513 | 5,873,439 |
Other | 7,743,282 | 6,516,712 | 21,843,273 | 15,230,873 |
Total operating costs and expenses | 54,863,504 | 41,963,264 | 152,648,175 | 108,334,003 |
Gross profit (loss) | (26,468,446) | 76,008,468 | 12,922,058 | 159,795,643 |
Corporate and other costs: | ||||
Acquisition costs | 0 | 0 | 3,885,666 | 0 |
Impairment of goodwill | 408,466,575 | 0 | 408,466,575 | 0 |
General and administrative expenses | 4,077,255 | 1,545,685 | 11,721,597 | 5,067,725 |
Total corporate and other costs | 412,543,830 | 1,545,685 | 424,073,838 | 5,067,725 |
Operating income (loss) | (439,012,276) | 74,462,783 | (411,151,780) | 154,727,918 |
Interest expense, net | 3,402,606 | 1,260,187 | 9,628,189 | 4,251,277 |
Other expense (income) | (630,450) | (1,745,277) | 346,873 | (5,666,633) |
Income (loss) before taxes | (441,784,432) | 74,947,873 | (421,126,842) | 156,143,274 |
Income tax expense (benefit) | (8,543,880) | 453,621 | 11,285,729 | 1,091,975 |
Net income (loss) | (433,240,552) | 74,494,252 | (432,412,571) | 155,051,299 |
Less: net income (loss) attributable to noncontrolling interests | (10,722,749) | 20,700,975 | (12,052,765) | 36,436,485 |
Net income (loss) attributable to Nutex Health Inc. | $ (422,517,803) | $ 53,793,277 | $ (420,359,806) | $ 118,614,814 |
Earnings (loss) per common share | ||||
Basic | $ (0.65) | $ 0.09 | $ (0.67) | $ 0.20 |
Diluted | $ (0.65) | $ 0.09 | $ (0.67) | $ 0.20 |
Hospital Division [Member] | ||||
Revenue: | ||||
Total revenue | $ 21,244,305 | $ 117,971,732 | $ 151,976,226 | $ 268,129,646 |
Population Health Management Division [Member] | ||||
Revenue: | ||||
Total revenue | $ 7,150,753 | $ 0 | $ 13,594,007 | $ 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 | ||||
Contributions | 1,488,478 | 1,488,478 | |||
Distributions | (21,694,166) | (1,542,930) | (23,237,096) | ||
Net loss | 53,793,277 | 20,700,975 | 74,494,252 | ||
Ending balance, value at Sep. 30, 2021 | $ 592,792 | 11,759,348 | 117,494,435 | 83,411,687 | 213,258,262 |
End balance, shares at Sep. 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 | ||||
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 | ||||
Stock-based compensation | $ 83 | 54,083 | 54,166 | ||
Stock-based compensation, shares | 83,547 | ||||
Deconsolidation of Real Estate Entities | (6,466,946) | (32,336,946) | (38,803,892) | ||
Contributions | 861,916 | 861,916 | |||
Distributions | (7,341,202) | (7,637,993) | (14,979,195) | ||
Net loss | (19,284,846) | (4,713,304) | (23,998,150) | ||
Ending balance, value at Jun. 30, 2022 | $ 648,918 | 467,402,221 | 63,550,536 | 34,812,568 | 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 | ||||
Ending balance, value at Sep. 30, 2022 | $ 649,770 | 468,802,618 | (358,967,267) | 22,042,881 | 132,528,002 |
End balance, shares at Sep. 30, 2022 | 649,770,069 | ||||
Beginning balance, value at Jun. 30, 2022 | $ 648,918 | 467,402,221 | 63,550,536 | 34,812,568 | 566,414,243 |
Beginning balance, shares at Jun. 30, 2022 | 648,918,458 | ||||
Notes payable converted to common stock | $ 852 | 1,319,148 | 1,320,000 | ||
Notes payable converted to common stock, shares | 851,611 | ||||
Stock-based compensation | 81,249 | 81,249 | |||
Contributions | 94,260 | 94,260 | |||
Distributions | (2,141,198) | (2,141,198) | |||
Net loss | (422,517,803) | (10,722,749) | (433,240,552) | ||
Ending balance, value at Sep. 30, 2022 | $ 649,770 | $ 468,802,618 | $ (358,967,267) | $ 22,042,881 | $ 132,528,002 |
End balance, shares at Sep. 30, 2022 | 649,770,069 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (432,412,571) | $ 155,051,299 |
Adjustment to reconcile net income (loss) to net cash from operating activities: | ||
Depreciation and amortization | 9,859,513 | 5,873,439 |
Impairment of goodwill | 408,466,575 | 0 |
Stock-based compensation expense | 135,415 | 0 |
Other income - gain on PPP loan forgiveness | 0 | (5,200,835) |
Deferred tax expense | 3,375,106 | 0 |
Debt accretion expense | 1,719,572 | 0 |
Non-cash lease expense | 18,775 | (72,193) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 52,921,095 | (35,601,637) |
Accounts receivable - related party | 1,846,887 | (150) |
Inventories | (399,198) | (4,880) |
Prepaid expenses and other current assets | (5,629,042) | (415,003) |
Accounts payable | 4,147,170 | 6,040,929 |
Accounts payable - related party | (630,490) | (299,489) |
Accrued expenses and other current liabilities | 2,712,011 | 1,673,501 |
Other current assets | (29,704) | (36,643) |
Net cash from operating activities | 46,101,114 | 127,008,338 |
Cash flows from investing activities: | ||
Acquisitions of property and equipment | (22,512,464) | (25,206,117) |
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 | (12,217,448) | (25,206,117) |
Cash flows from financing activities: | ||
Proceeds from lines of credit | 2,592,714 | 320,430 |
Proceeds from notes payable | 10,126,130 | 14,970,896 |
Repayments of lines of credit | (72,055) | (863,196) |
Repayments of notes payable | (4,720,737) | (17,488,009) |
Repayments of finance leases | (923,321) | (856,422) |
Common stock issued for exercise of warrants | 4,119,141 | 0 |
Common stock issued for exercise of options | 644,974 | 0 |
Members' contributions | 4,825,377 | 12,521,879 |
Members' distributions | (49,973,374) | (101,683,740) |
Net cash from financing activities | (33,381,151) | (93,078,162) |
Net change in cash and cash equivalents | 502,515 | 8,724,059 |
Cash and cash equivalents - beginning of the period | 36,118,284 | 25,514,275 |
Cash and cash equivalents - end of the period | $ 36,620,799 | $ 34,238,334 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Sep. 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, healthcare services and operations 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 942 full time 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 % of the agreed upon aggregate equity value of the Nutex Subsidiaries, agreed to contribute all or a portion of their equity interests, as applicable. 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 shares of common stock of Clinigence. 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 on October 1, 2021. The lock-up restrictions terminate for the remaining shares on April 1, 2023 (one-third) and October 1, 2023 (final one-third). Registration rights agreement. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of presentation . The merger of Nutex Health Holdco LLC and Clinigence was accounted for as a reverse business combination with Nutex Health Holdco LLC as the accounting acquirer in accordance with ASC 805, 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 organization 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 Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. We consolidate the Real Estate Entities as VIEs in instances where our hospital entities are guarantors or co-borrowers under their outstanding mortgage loans. During the second quarter of 2022, we deconsolidated 17 Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans. The Company has no direct or indirect ownership interest in the consolidated Physician LLCs or Real Estate Entities, so 100 % of the equity for these entities is shown as noncontrolling interests in the consolidated balance sheets and statements of operations. Many of the Physician LLCs and Real Estate Entities are owned in part and in some cases controlled by related parties including members of our executive management team. 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 AHP Health Management 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 . These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting Accordingly, they do not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The unaudited condensed consolidated financial statements include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods presented. These interim financial statements should be read together with the consolidated financial statements and notes thereto included in our audited financial statements for the years ended December 31, 2021 and 2020. Use of estimates . The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include (i) estimates of net revenue and accounts receivable, (ii) fair value of acquired assets and liabilities in business combinations and (iii) impairment of long-lived assets and goodwill. Actual results could differ from those 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 . The Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. The Federal Deposit Insurance Corporation generally insures deposit accounts up to $ 250,000 each. The Company has cash amounts, that were at times material, held in covered banking institutions in excess of the insured amounts, but does not deem the risk of loss to be likely. Intangible assets . Intangible assets include hospital operating licenses having indefinite lives; and acquired technology, relationships, contracts and trademark intangibles each having definite lives. Indefinite lived intangible assets are not amortized but instead are assessed for impairment at least annually, or when certain indicators of impairment exist on an interim basis. Definite lived intangible assets are amortized using the straight-line method over the estimated lives of the respective assets. Goodwill . Goodwill represents the excess of the fair value of the consideration conveyed in the acquisition over the fair value of net assets acquired. Goodwill is not amortized but instead is evaluated for impairment at the same time every year and when an event occurs or circumstances change such that it is more likely than not that impairment may exist. Goodwill is tested for impairment at least annually by comparing the estimated fair values of our reporting units to their respective carrying values. We use an income method to estimate the fair value of these assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants, and include the amount and timing of future cash flows (including expected growth rates and profitability). Estimates utilized in the projected cash flows include consideration of macroeconomic conditions, overall category growth rates, competitive activities, Company business plans and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. During the three months ended September 30, 2022, we determined that the estimated fair value of our population health management division reporting unit (representing the assets of Clinigence Holdings Inc. acquired in the reverse business combination) was less than its carrying value. Therefore, we conducted a second step of the goodwill impairment test to determine the implied fair value of the reporting unit's goodwill. In this analysis, we allocated the fair value of the reporting unit to identifiable assets and liabilities of the reporting unit. The residual fair value after this allocation was compared to the goodwill balance with the excess goodwill charged to expense. Based on this analysis, we recognized a non-cash impairment charge of $ 408.5 million in the three months ended September 30, 2022 to reduce the carrying amount of goodwill for the population health management division reporting unit. We believe the estimates and assumptions utilized in our impairment testing are reasonable and are comparable to those that would be used by other marketplace participants. However, actual events and results could differ substantially from those used in our valuations. To the extent such factors result in a failure to achieve the level of projected cash flows used to estimate fair value for purposes of establishing or subsequently impairing the carrying amount of goodwill and intangible assets, we may need to record additional noncash impairment charges in the future. Long-lived assets . The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances indicate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows. Stock-based compensation . We account for employee stock-based compensation using the fair value method. Compensation cost for equity incentive awards is based on the fair value of the equity instrument generally on the date of grant and is recognized over the requisite service period. Forfeitures are recognized as they occur. 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 are capitalized on the Company’s balance sheet through recognition of a liability for the discounted present value of future fixed lease payments and a corresponding right-of-use (“ROU”) asset. The ROU asset recorded at commencement of the lease represents the right to use the underlying asset over the lease term in exchange for the lease payments. When readily determinable, the Company uses the interest rate implicit in a lease to determine the present value of future lease payments. For leases where the implicit rate is not readily determinable, the Company’s incremental borrowing rate is utilized. The Company calculates its incremental borrowing rate on a quarterly basis using a third-party financial model that estimates the rate of interest the Company would have to pay to borrow an amount equal to the total lease payments on a collateralized basis over a term similar to the lease. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Short-term leases which have an initial term of 12 months or less and do not have an option to purchase the underlying asset that is deemed reasonably certain to be exercised, are not recorded on the balance sheet. Rent expense for these short-term leases is recognized on a straight-line basis over the lease term, or when incurred if a month-to-month lease. Convertible instruments . The Company bifurcates conversion options from their host instruments and account for them as free-standing derivative financial instruments when (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. 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 (“NCI”) represent the portion of net assets in consolidated entities that are not owned by the Company. NCI is presented as a component of total equity in the consolidated balance sheets and the share of net income or loss attributable to noncontrolling interests is shown as a component of net income in the consolidated statements of operations. Fair value measurements . Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. We classify fair value balances based on the classification of the inputs used to calculate the fair value of a transaction. The three levels related to fair value measurements are as follows: 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. Except for the initial valuation of intangible assets in connection with the reverse business combination with Clinigence discussed in Note 3 and the impairment of goodwill discussed above, there were no assets or liabilities that were re-measured at fair value on a non-recurring basis during the periods presented. Advertising and marketing expense . The Company advertising and marketing expense consists of expense associated with marketing its brand and services via media outlets such as social media, billboards and publications. These costs are expensed as incurred. Income taxes . We account for income taxes under the asset and liability method, in which deferred income tax assets and liabilities are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statements of operations during the period in which the tax rate change becomes law. A valuation allowance against deferred tax assets is established if it is more likely than not that the related tax benefits will not be realized. In determining the appropriate valuation allowance, we consider the projected realization of tax benefits based on expected levels of future taxable income, available tax planning strategies and reversals of existing taxable temporary differences. 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 – Basic earnings (loss) per share amounts are calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share amounts are calculated by dividing net income by the weighted average number of shares of common stock and common stock equivalents outstanding. Common stock equivalents represent shares issuable upon the assumed conversion of outstanding convertible notes and the assumed exercise of common stock options and warrants outstanding. Business combinations . The Company accounts for business combinations under the acquisition method of accounting. Under this method, identifiable assets acquired, the liabilities assumed, and any noncontrolling interest are recognized at their estimated fair values at the acquisition date. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. Transaction costs are expensed as incurred. Segment reporting . A public company is required to report descriptive information about its reportable operating segments. Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Aggregation of similar operating segments into a single reportable operating segment is permitted if the businesses have similar economic characteristics and meet established criteria. The Company operates three reportable segments – the hospital division, the population health management division and the real estate division. The real estate division is comprised of the Real Estate Entities. Variable interest entities . On an ongoing basis, as circumstances indicate the need for reconsideration, the Company evaluates each legal entity that is not wholly-owned by the Company in accordance with the consolidation guidance. The evaluation considers all of the Company’s variable interests, including equity ownership, as well as management services agreements. A legal entity is determined to be a VIE if it (i) does not have sufficient equity to finance its activities without additional subordinated financial support; (ii) the entity is established with non-substantive voting rights; or (ii) the equity holders, as a group, lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. 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 19 – “Variable Interest Entities” 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. Revision of Prior Period Financial Statements . We made certain immaterial revisions to previously reported amounts in our combined and consolidated financial statements as of and for the nine months ended September 30, 2021, and as of and for the six months ended June 30, 2022. These revisions corrected the classification of net income and equity attributable to noncontrolling interests, corrected the omission of certain lease assets and obligations and corrected the presentation of items within the statement of cash flows. We evaluated these matters in accordance with SAB No. 99, Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements Schedule of revision of prior period financial statements September 30, 2021 As As Reported Revisions Revised Revised balance sheets Total current assets $ 180,253,143 $ — $ 180,253,143 Right-of-use assets 45,392,663 11,486,769 56,879,432 Other long-term assets 146,485,099 — 146,485,099 Total assets 372,130,905 11,486,769 383,617,674 Lease liabilities, current portion $ 1,795,528 $ 918,254 $ 2,713,782 Other current liabilities 38,886,306 — 38,886,306 Total current liabilities 40,681,834 918,254 41,600,088 Long-term debt, net 71,882,615 — 71,882,615 Lease liabilities 46,484,006 10,392,703 56,876,709 Total liabilities 159,048,455 11,310,957 170,359,412 Equity: Members' equity 121,400,880 8,445,695 129,846,575 Noncontrolling interest 91,681,570 (8,269,883 ) 83,411,687 Total equity 213,082,450 175,812 213,258,262 Total liabilities and equity $ 372,130,905 $ 11,486,769 $ 383,617,674 Nine Months Ended September 30, 2021 As As Reported Revisions Revised Revised statements of operations Net income (loss) $ 154,875,487 $ 175,812 $ 155,051,299 Less: net income (loss) attributable to noncontrolling interests 37,337,868 (901,383 ) 36,436,485 Net income (loss) attributable to Nutex Health Inc. $ 117,537,619 $ 1,077,195 $ 118,614,814 Revised statements of cash flows Cash flow from operating activities $ 126,697,442 $ 310,896 $ 127,008,338 Cash flow from investing activities (25,088,953 ) (117,164 ) (25,206,117 ) Cash flow from financing activities (92,884,430 ) (193,732 ) (93,078,162 ) Net change in cash $ 8,724,059 $ — $ 8,724,059 June 30, 2022 As As Reported Revisions Revised Revised balance sheets Equity: Members' equity $ 525,689,827 $ 5,911,300 $ 531,601,127 Noncontrolling interest 40,724,416 (5,911,300 ) 34,813,116 Total equity $ 566,414,243 $ — $ 566,414,243 Six Months Ended June 30, 2022 As As Reported Revisions Revised Revised statements of operations Net income (loss) $ 1,347,961 $ (519,980 ) 827,981 Less: net income (loss) attributable to noncontrolling interests (786,589 ) (630,886 ) (1,417,475 ) Net income (loss) attributable to Nutex Health Inc. $ 2,134,550 $ 110,906 2,245,456 Three months ended June 30, 2022 As As Reported Revisions Revised Revised statements of changes in equity Deconsolidation of Real Estate Entities Retained earnings $ (12,267,888 ) $ 5,800,942 $ (6,466,946 ) Noncontrolling interest (27,055,984 ) (5,280,962 ) (32,336,946 ) Total deconsolidation of real estate entities $ (39,323,872 ) $ 519,980 $ (38,803,892 ) Net income (loss) Retained earnings $ (19,395,752 ) $ 110,906 (19,284,846 ) Noncontrolling interest (4,082,418 ) (630,886 ) (4,713,304 ) Total net income (loss) $ (23,478,170 ) $ (519,980 ) (23,998,150 ) Reclassification s . Financial statements presented for prior periods include reclassifications that were made to conform to the current year presentation. Recent accounting pronouncements . There are no new accounting pronouncements that are expected to have a material impact on the condensed consolidated financial statements. |
Merger of Nutex Health Holdco L
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc | 9 Months Ended |
Sep. 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 424,337,915 Accounts payable and accrued expenses (3,966,100) Deferred revenue (92,111) Convertible notes payable, net (3,771,858) Term note payable (674,526) 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 to 16 years. Goodwill arising from the reverse business combination is not tax-deductible. As discussed above, we recognized a non-cash impairment charge of $ 408.5 million in the three months ended September 30, 2022 to reduce the carrying amount of goodwill arising in the reverse business combination. 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 million of acquisition-related costs for the merger. These costs consisted principally of legal, accounting and other professional fees for the transaction. 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 September 30 Nine months ended September 30 2022 2021 2022 2021 Revenue $ 28,395,058 $ 5,568,757 $ 171,779,408 $ 163,031,521 Net income (loss) attributable to Nutex Health Inc. (422,517,803) (2,290,240) (434,709,956) 54,339,002 The pro forma adjustment included in the pro forma loss above for the nine months ended September 30, 2022 included $ 14.2 million of one-time stock-based compensation expense related to the merger transaction. Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the period presented and is not intended to be a projection of future results. |
Revenue
Revenue | 9 Months Ended |
Sep. 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 September 30 Nine months ended September 30 2022 2021 2022 2021 Hospital Division: Net patient service revenue $ 20,821,725 $ 117,416,373 $ 150,866,044 $ 266,677,307 Management fees 422,580 555,359 1,110,182 1,452,339 Total Hospital Division revenue 21,244,305 117,971,732 151,976,226 268,129,646 Population Health Management Division: Capitation revenue, net 4,888,094 - 10,038,436 - Management fees 1,701,719 - 2,704,519 - SaaS revenue 560,940 - 851,052 - Total Population Health Management Division revenue 7,150,753 - 13,594,007 - Total revenue $ 28,395,058 $ 117,971,732 $ 165,570,233 $ 268,129,646 Net patient service revenue Schedule of allocation of the estimated transaction price Three months ended September 30 Nine months ended September 30 2022 2021 2022 2021 Insurance 91 % 95 % 94 % 96 % Self pay 7 % 4 % 5 % 3 % Workers compensation 1 % 1 % 1 % 1 % Medicare/Medicaid 1 % 0 % 0 % 0 % Total 100 % 100 % 100 % 100 % Contract balances 49,349 as of September 30, 2022 and $ 0 as of December 31, 2021. We expect to recognize revenue for these amounts within the next twelve months. Changes in estimate. Under the NSA, insurers must issue an initial payment or notice of denial of payment to a provider within thirty days after the provider submits a bill for an out-of-network service. If the provider disagrees with the insurer’s determination, the provider may initiate a thirty-day period of open negotiation with the insurer over the claim. If the parties cannot resolve the dispute through negotiation, the parties may then proceed to IDR arbitration. Since the NSA became effective January 1, 2022, our average payment by insurers of patient claims for emergency services has declined by approximately 30%. In our experience, insurers often initially pay amounts lower than the QPA without regard for other information relevant to the claim. This requires us to make more appeals using the IDR process. While we are working within the established processes for IDR, we have had varying successes at achieving collections higher than the established QPA. The average payment by insurers for patient claims for emergency services has declined by approximately 30% in 2022 because of the NSA compared to prior periods. We have also experienced a decrease in collection for the remaining amounts of account receivable for periods before 2022. We believe this decline is caused, in part, by insurers underpaying these claims in the same way we are experiencing claim payments since the NSA became effective. For these reasons, we reduced our estimate of the ultimate amounts of accounts receivable we will collect for prior periods. This change in estimate reduced revenue for the three and nine months ended September 30, 2022 by approximately $ 29.0 million and $ 38.6 million, respectively. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 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) September 30, 2022 December 31, 2021 Buildings and improvements 39 $ 8,136,998 $ 82,794,329 Land — 1,972,509 18,201,804 Leasehold improvements 10 - 39 28,838,691 27,038,503 Construction in progress — 11,994,089 4,299,614 Medical equipment 10 27,080,061 25,686,562 Office furniture and equipment 7 2,864,410 2,870,270 Computer hardware and software 5 2,280,296 1,288,224 Vehicles 5 135,590 161,590 Signage 10 1,163,722 1,160,195 Total cost 84,466,366 163,501,091 Less: accumulated depreciation (12,184,248 ) (11,588,591 ) Total property and equipment, net $ 72,282,118 $ 151,912,500 In the second quarter of 2022, we deconsolidated 17 Real Estate Entities. Refer to Note 19. Depreciation and amortization of property and equipment for the three months ended September 30, 2022 and 2021 totaled $ 1,431,303 and $ 1,329,911 respectively, and for the nine months ended September 30, 2022 and 2021 totaled $ 2,106,596 and $ 4,202,528 respectively |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 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 September 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Member relationships $ 16,899,000 $ 563,300 $ 16,335,700 15 Management contracts 2,021,000 63,156 1,957,844 16 Customer contracts 914,000 30,467 883,533 15 Trademarks 1,425,000 75,016 1,349,984 7 - 12 PHP technology 409,000 40,900 368,100 5 Indefinite life intangible - license 682,649 — 682,649 — Total $ 22,350,649 $ 772,839 $ 21,577,810 As of December 31, 2021 Indefinite life intangible - license $ 682,649 $ — $ 682,649 — Amortization of intangible assets for the three months ended September 30, 2022 and 2021 totaled $ 386,419 and $ 0 , respectively, and for the nine months ended September 30, 2022 and 2021 totaled $ 772,839 and $ 0 , respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 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 September 30, 2022 December 31, 2021 Accrued wages and benefits $ 7,018,889 $ 3,088,264 Accrued other 3,238,460 3,776,162 Total accrued expenses and other current liabilities $ 10,257,349 $ 6,864,426 |
Debt
Debt | 9 Months Ended |
Sep. 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 September 30, 2022 December 31, 2021 Term loans secured by all assets 04/2023 - 11/2030 3.25 - 6.00 % $ 11,450,980 $ 15,613,564 Term loans secured by property and equipment 01/2024 - 10/2029 4.19 - 6.90 % 7,047,694 11,190,093 Line of credit secured by all assets 10/2022 - 01/2023 4.50 - 6.50 % 2,592,714 72,055 Term loans of consolidated Real Estate Entities 08/2023 - 03/2037 3.59 - 4.80 % 10,330,561 62,478,951 Total 31,421,949 89,354,663 Less: unamortized debt issuance costs 111,820 301,691 Less: short-term lines of credit 2,592,714 72,055 Less: current portion of long-term debt 4,026,942 10,158,932 Total long-term debt $ 24,690,473 $ 78,821,985 Term loans and lines of credit Certain outstanding debt arrangements require minimum debt service coverage ratios and other financial covenants. At September 30, 2022, we were not in compliance with the debt service coverage ratio for one revolving line of credit with an outstanding balance of $ 1.0 million. This balance has been included in current liabilities. At September 30, 2022, we had remaining availability of $ 1.658 million under outstanding lines of credit. Convertible notes payable. 5,415,375 principal amount of convertible notes payable of Clinigence outstanding at the merger date. The convertible notes payable were fully converted into 3,474,430 shares of common stock at a conversion price of $ 1.55 per share before their maturity on July 31, 2022 . Debt discount totaling $ 1,719,572 was accreted over four months to the maturity date of the convertible notes payable. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Note 9 – Leases We have entered into hospital property, office and equipment rental agreements with various lessors including related parties. The discount rates 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 September 30 Nine months ended September 30 2022 2021 2022 2021 Operating lease cost $ 661,115 $ 4,610 $ 2,216,426 $ 1,018,071 Finance lease cost: Amortization of right-of-use assets 2,512,445 541,888 6,980,078 1,670,911 Interest on lease liabilities 2,694,576 476,844 7,445,253 1,479,240 Total finance lease cost $ 5,207,021 $ 1,018,732 $ 14,425,331 $ 3,150,151 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 $ 658,068 $ 81,113 $ 627,033 $ 3,430,409 2023 2,337,232 332,561 2,450,062 12,124,541 2024 2,371,153 342,538 2,129,408 12,324,511 2025 2,422,485 352,814 1,905,419 12,529,177 2026 2,334,239 363,399 1,949,506 12,738,656 2027 2,326,357 374,301 1,994,625 12,954,643 Thereafter 10,014,219 3,507,670 33,997,249 248,601,810 Total minimum lease payments 22,463,753 5,354,396 45,053,302 314,703,747 Less interest (4,739,575 ) (1,544,093 ) (17,322,517 ) (133,735,657 ) Total lease liabilities $ 17,724,178 $ 3,810,303 $ 27,730,785 $ 180,968,090 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Litigation |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 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 % of its employees’ salaries. For the three and nine months ended September 30, 2022 and 2021, Texarkana did no t make significant discretionary contributions to the employee plan. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stock-based Compensation | Note 12 – Stock-based Compensation Obligations for under-development and ramping hospitals. th Restricted stock th 81,249 and $ 135,415 during the three and nine months ended September 30, 2022 for these awards. Remaining compensation expense of $189,585 will be recognized over the awards’ remining seven month vesting term. Options 5,000,000 shares, subject to increases on January 1st of each calendar year through January 1, 2027 of up to 5% annually at the discretion of the compensation committee of our Board of Directors. A total of 1,292,453 shares were available for issuance under the 2022 Plan at September 30, 2022. Awards granted under the 2022 Plan have a ten-year term and may be incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units or performance shares. The awards are granted at an exercise price equal to the fair market value on the date of grant and generally vest over a four-year period. 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 Options Outstanding Weighted Average Weighted Average Remaining Contractual 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 September 30, 2022 6,187,991 $ 2.31 5.74 Options outstanding as of September 30, 2022 consisted of: Schedule of stock options outstanding Expiration Date Number Outstanding Number Exercisable Exercise 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 Outstanding Weighted Average Exercise Price Average Remaining Contractual Life (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 September 30, 2022 10,214,015 $ 1.97 4.13 Warrants outstanding as of September 30, 2022 consisted of: Schedule of outstanding warrants Date Number Outstanding Number Exercisable Exercise 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 | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Equity | Note 13 – Equity Common Stock Issued 2,622,819 common shares for the conversion of outstanding convertible notes payable. In the second quarter of 2022, we issued 2,147,252 common shares for the exercise of warrants for total proceeds of $ 4,119,141 and issued 312,019 common shares for the exercise of options for total proceeds of $ 644,974 . In the third quarter of 2022, we issued 851,611 common shares for the conversion of the remaining convertible notes payable All issuances referenced above were unregistered and were exempt from the registration requirements of the Securities Act of 1933, as amended, under Section 4(a)(2). |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 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 is 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 September 30 Nine months ended September 30 2022 2021 2022 2021 Income taxes computed at the federal statutory rate $ (92,774,731 ) $ 15,739,053 $ (88,436,637 ) $ 32,790,088 Effect of: State taxes, net of federal benefits (18,026,930 ) 453,621 (17,351,655 ) 1,091,975 Income of flow-through entities (462,232 ) (15,739,053 ) (5,298,253 ) (32,790,088 ) Change in tax status of Nutex Health Holdco LLC — 20,775,898 Reversal of acquired Clinigence valuation allowance — (2,393,178 ) Non-deductible goodwill impairment expense 107,353,953 107,353,953 Other, net (4,633,940 ) (3,364,399 ) Total income tax expense (benefit) $ (8,543,880 ) $ 453,621 $ 11,285,729 $ 1,091,975 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 to income tax expense during the three months ended June 30, 2022 for the change in tax status of Nutex Health Holdco LLC. This charge provides for the accumulated net deferred tax liabilities representing the differences between the book and tax bases of Nutex Health Holdco LLC’s assets and liabilities as of the April 1, 2022 change in tax status. 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 to income tax expense to remove the acquired valuation allowance after we concluded that the associated deferred tax assets would be realizable. Each of the discrete items above, as well as the non-deductible goodwill impairment expense recognized in the three months ended September 30, 2022, are one-time, non-cash items. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 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 September 30 Nine months ended September 30 2022 2021 2022 2021 Amounts attributable to Nutex Health Inc.: Numerator- Net income (loss) attributable to common stockholders $ (422,517,803 ) $ 53,793,277 $ (420,359,806 ) $ 118,614,814 Denominator: Weighted average shares used to compute basic EPS 649,577,082 592,791,712 629,787,661 592,791,712 Dilutive effect of convertible note — — — — Dilutive effect of common stock options 1,211,474 — 3,594,006 — Dilutive effect of common stock warrants 3,988,330 — 4,553,437 — Weighted average shares used to compute diluted EPS 654,776,886 592,791,712 637,935,104 592,791,712 Earnings (loss) per share: Basic $ (0.65 ) $ 0.09 $ (0.67 ) $ 0.20 Diluted $ (0.65 ) $ 0.09 $ (0.67 ) $ 0.20 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. |
Supplemental Cash Flows Informa
Supplemental Cash Flows Information | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flows Information | Note 16 - Supplemental Cash Flows Information Schedule of cash flows information Nine months ended September 30 2022 2021 Cash paid for interest $ 3,402,606 $ 9,628,189 Cash paid for income taxes $ 7,595,105 $ 336,697 Non-cash investing and financing activities: Acquisition of financing leases $ 23,603,817 $ 14,445,400 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Note 17 – 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 September 30 Nine months ended September 30 2022 2021 2022 2021 Revenue from external customers: Hospital division $ 21,244,305 $ 117,971,732 $ 151,976,226 $ 268,129,646 Population health management division 7,150,753 — 13,594,007 — Total revenue $ 28,395,058 $ 117,971,732 $ 165,570,233 $ 268,129,646 Segment operating income (loss): Hospital division $ (26,498,148 ) $ 76,008,468 $ 13,149,358 $ 159,795,643 Population health management division 29,702 — (227,300 ) — Total segment operating income (loss) $ (26,468,446 ) $ 76,008,468 $ 12,922,058 $ 159,795,643 Capital expenditures: Hospital division $ — $ 2,031,769 $ 3,730,053 $ 8,265,586 Real estate division 5,890,738 1,459,593 18,782,411 16,940,531 Total capital expenditures $ 5,890,738 $ 3,491,362 $ 22,512,464 $ 25,206,117 Revenue from inter-segment activities: Real estate division — 583,280 11,989,212 10,471,333 Depreciation and amortization: Hospital division $ 3,748,431 $ 652,261 $ 8,844,757 $ 3,807,644 Population health management division 431,986 — 819,970 — Real estate division 149,750 1,219,538 194,786 2,065,795 Total depreciation and amortization $ 4,330,167 $ 1,871,799 $ 9,859,513 $ 5,873,439 Schedule of assets As of September 30, 2022 December 31, 2021 Assets: Hospital division $ 322,557,090 $ 287,316,356 Population health management division 77,298,598 - Real estate division 34,662,039 107,333,687 Total Assets $ 434,517,727 $ 394,650,043 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 18 – 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 $ 6,657,871 at September 30, 2022 and $ 1,891,147 at December 31, 2021. These amounts are eliminated in the consolidation of these VIEs except as noted below. 1,506,650 in the three months ended March 31, 2022 as other expense in the consolidated statements of operations. No such expense was recognized subsequently. The Physician LLCs had outstanding obligations to their member owners, who are also Company stockholders, totaling $ 2,058,701 at September 30, 2022 and $ 2,675,195 at December 31, 2021 reported within accounts payable – related party in our consolidated balance sheets. • Most of our hospital division facilities are leased from real estate entities which are owned by related parties. 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 nine months ended September 30, 2022, we made cash payments for these lease obligations totaling $ 3,686,802 and $ 9,876,281 , respectively. Cash payments for these lease obligations made in the three and nine month ended September 30, 2021 totaled $ 2,723,060 and $ 8,096,166 , respectively. We received $ 1,245,000 of cash in the three months ended June 30, 2022 as a lease incentive from an affiliated Real Estate Entity not consolidated by us. This incentive was included in the determination of our financing lease obligations to this entity. • We consolidate Real Estate Entities as VIEs when they do not have sufficient equity at risk and our hospital entities are guarantors or co-borrowers under their outstanding mortgage loans. 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. During the second quarter of 2022, we deconsolidated 17 Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans. At September 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 $ 553,259 in the three months ended March 31, 2022 as other expense in the consolidated statements of operations. No such expense was recognized subsequently. • We made advances to unconsolidated entities owned by related parties that we lease facilities from. These advances totaled $ 1,684,409 at September 30, 2022 and $ 1,288,354 at December 31, 2021 and are reported as accounts receivable – related party in our consolidated balance sheets. These amounts are due on demand and bear no interest. • Accounts receivable – related party included $ 162,607 at September 30, 2022 and $ 600,044 at December 31, 2021 due from noncontrolling interest owners of consolidated ER Entities. • Micro Hospital Holding LLC, an affiliate controlled by our CEO made advances to one of our hospital facilities, SE Texas ER. These advances totaled $1,424,948 at September 30, 2022 and December 31, 2021 and are reported as accounts payable – related party in our consolidated balance sheets. The advances have no stated maturity and bear no interest. • Accounts payable – related party in our consolidated balance sheets included $ 130,675 at September 30, 2022 and $ 0 at December 31, 2021 for reimbursement of expenses incurred on our behalf. • We provide managerial services to emergency centers owned and, in some instances, controlled by related parties including an entity controlled by our CEO. We recognized $ 361,927 and $ 962,898 of managerial fees within the hospital division in the three and nine months ended September 30, 2022 for these services. In the three and nine months ended September 30, 2021, we recognized $ 230,100 and $ 1,104,540 of revenue for these services. • Two of our ER Entities are obligated under managerial services agreements with related parties commencing in 2022. Payments under these agreements totaled $113,175 and $1,671,855 for the three and nine months ended September 30, 2022. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Note 19 – Variable Interest Entities The following tables provide the balance sheet amounts for consolidated VIEs: Schedule of consolidated balance sheets September 30, 2022 Real Estate Physician AHP Entities LLCs IPA Current assets $ 22,572,792 $ 8,597,506 $ 26,224,436 Property and equipment, net 12,064,747 3,668 — Other long-term assets 24,500 — 16,851,619 Total assets $ 34,662,039 $ 8,601,174 $ 43,076,055 Current liabilities 2,204,659 11,561,428 3,041,530 Long-term liabilities 10,041,904 — 30,680 Total liabilities 12,246,563 11,561,428 3,072,210 Equity 22,415,476 (2,960,254 ) 40,003,845 Total liabilities and equity $ 34,662,039 $ 8,601,174 $ 43,076,055 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 of cash, $ 98,086,690 of fixed assets (principally land and building), $ 533,874 of other assets, $ 69,638,778 of liabilities (principally mortgage indebtedness) and $ 31,402,998 of equity reported as noncontrolling interests. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20 - 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: On November 14 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation . The merger of Nutex Health Holdco LLC and Clinigence was accounted for as a reverse business combination with Nutex Health Holdco LLC as the accounting acquirer in accordance with ASC 805, 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 organization 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 Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. We consolidate the Real Estate Entities as VIEs in instances where our hospital entities are guarantors or co-borrowers under their outstanding mortgage loans. During the second quarter of 2022, we deconsolidated 17 Real Estate Entities after the third-party lenders released our guarantees of associated mortgage loans. The Company has no direct or indirect ownership interest in the consolidated Physician LLCs or Real Estate Entities, so 100 % of the equity for these entities is shown as noncontrolling interests in the consolidated balance sheets and statements of operations. Many of the Physician LLCs and Real Estate Entities are owned in part and in some cases controlled by related parties including members of our executive management team. 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 AHP Health Management 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 . These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting Accordingly, they do not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The unaudited condensed consolidated financial statements include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods presented. These interim financial statements should be read together with the consolidated financial statements and notes thereto included in our audited financial statements for the years ended December 31, 2021 and 2020. |
Use of estimates | Use of estimates . The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include (i) estimates of net revenue and accounts receivable, (ii) fair value of acquired assets and liabilities in business combinations and (iii) impairment of long-lived assets and goodwill. Actual results could differ from those 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 . The Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. The Federal Deposit Insurance Corporation generally insures deposit accounts up to $ 250,000 each. The Company has cash amounts, that were at times material, held in covered banking institutions in excess of the insured amounts, but does not deem the risk of loss to be likely. |
Intangible assets | Intangible assets . Intangible assets include hospital operating licenses having indefinite lives; and acquired technology, relationships, contracts and trademark intangibles each having definite lives. Indefinite lived intangible assets are not amortized but instead are assessed for impairment at least annually, or when certain indicators of impairment exist on an interim basis. Definite lived intangible assets are amortized using the straight-line method over the estimated lives of the respective assets. |
Goodwill | Goodwill . Goodwill represents the excess of the fair value of the consideration conveyed in the acquisition over the fair value of net assets acquired. Goodwill is not amortized but instead is evaluated for impairment at the same time every year and when an event occurs or circumstances change such that it is more likely than not that impairment may exist. Goodwill is tested for impairment at least annually by comparing the estimated fair values of our reporting units to their respective carrying values. We use an income method to estimate the fair value of these assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants, and include the amount and timing of future cash flows (including expected growth rates and profitability). Estimates utilized in the projected cash flows include consideration of macroeconomic conditions, overall category growth rates, competitive activities, Company business plans and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. During the three months ended September 30, 2022, we determined that the estimated fair value of our population health management division reporting unit (representing the assets of Clinigence Holdings Inc. acquired in the reverse business combination) was less than its carrying value. Therefore, we conducted a second step of the goodwill impairment test to determine the implied fair value of the reporting unit's goodwill. In this analysis, we allocated the fair value of the reporting unit to identifiable assets and liabilities of the reporting unit. The residual fair value after this allocation was compared to the goodwill balance with the excess goodwill charged to expense. Based on this analysis, we recognized a non-cash impairment charge of $ 408.5 million in the three months ended September 30, 2022 to reduce the carrying amount of goodwill for the population health management division reporting unit. We believe the estimates and assumptions utilized in our impairment testing are reasonable and are comparable to those that would be used by other marketplace participants. However, actual events and results could differ substantially from those used in our valuations. To the extent such factors result in a failure to achieve the level of projected cash flows used to estimate fair value for purposes of establishing or subsequently impairing the carrying amount of goodwill and intangible assets, we may need to record additional noncash impairment charges in the future. |
Long-lived assets | Long-lived assets . The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances indicate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows. |
Stock-based compensation | Stock-based compensation . We account for employee stock-based compensation using the fair value method. Compensation cost for equity incentive awards is based on the fair value of the equity instrument generally on the date of grant and is recognized over the requisite service period. Forfeitures are recognized as they occur. 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 . Leases are capitalized on the Company’s balance sheet through recognition of a liability for the discounted present value of future fixed lease payments and a corresponding right-of-use (“ROU”) asset. The ROU asset recorded at commencement of the lease represents the right to use the underlying asset over the lease term in exchange for the lease payments. When readily determinable, the Company uses the interest rate implicit in a lease to determine the present value of future lease payments. For leases where the implicit rate is not readily determinable, the Company’s incremental borrowing rate is utilized. The Company calculates its incremental borrowing rate on a quarterly basis using a third-party financial model that estimates the rate of interest the Company would have to pay to borrow an amount equal to the total lease payments on a collateralized basis over a term similar to the lease. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Short-term leases which have an initial term of 12 months or less and do not have an option to purchase the underlying asset that is deemed reasonably certain to be exercised, are not recorded on the balance sheet. Rent expense for these short-term leases is recognized on a straight-line basis over the lease term, or when incurred if a month-to-month lease. |
Convertible instruments | Convertible instruments . The Company bifurcates conversion options from their host instruments and account for them as free-standing derivative financial instruments when (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. 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 . Noncontrolling interests (“NCI”) represent the portion of net assets in consolidated entities that are not owned by the Company. NCI is presented as a component of total equity in the consolidated balance sheets and the share of net income or loss attributable to noncontrolling interests is shown as a component of net income in the consolidated statements of operations. |
Fair value measurements | Fair value measurements . Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. We classify fair value balances based on the classification of the inputs used to calculate the fair value of a transaction. The three levels related to fair value measurements are as follows: 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. Except for the initial valuation of intangible assets in connection with the reverse business combination with Clinigence discussed in Note 3 and the impairment of goodwill discussed above, there were no assets or liabilities that were re-measured at fair value on a non-recurring basis during the periods presented. |
Advertising and marketing expense | Advertising and marketing expense . The Company advertising and marketing expense consists of expense associated with marketing its brand and services via media outlets such as social media, billboards and publications. These costs are expensed as incurred. |
Income taxes | Income taxes . We account for income taxes under the asset and liability method, in which deferred income tax assets and liabilities are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statements of operations during the period in which the tax rate change becomes law. A valuation allowance against deferred tax assets is established if it is more likely than not that the related tax benefits will not be realized. In determining the appropriate valuation allowance, we consider the projected realization of tax benefits based on expected levels of future taxable income, available tax planning strategies and reversals of existing taxable temporary differences. 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 – Basic earnings (loss) per share amounts are calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share amounts are calculated by dividing net income by the weighted average number of shares of common stock and common stock equivalents outstanding. Common stock equivalents represent shares issuable upon the assumed conversion of outstanding convertible notes and the assumed exercise of common stock options and warrants outstanding. |
Business combinations | Business combinations . The Company accounts for business combinations under the acquisition method of accounting. Under this method, identifiable assets acquired, the liabilities assumed, and any noncontrolling interest are recognized at their estimated fair values at the acquisition date. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. Transaction costs are expensed as incurred. |
Segment reporting | Segment reporting . A public company is required to report descriptive information about its reportable operating segments. Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Aggregation of similar operating segments into a single reportable operating segment is permitted if the businesses have similar economic characteristics and meet established criteria. The Company operates three reportable segments – the hospital division, the population health management division and the real estate division. The real estate division is comprised of the Real Estate Entities. |
Variable interest entities | Variable interest entities . On an ongoing basis, as circumstances indicate the need for reconsideration, the Company evaluates each legal entity that is not wholly-owned by the Company in accordance with the consolidation guidance. The evaluation considers all of the Company’s variable interests, including equity ownership, as well as management services agreements. A legal entity is determined to be a VIE if it (i) does not have sufficient equity to finance its activities without additional subordinated financial support; (ii) the entity is established with non-substantive voting rights; or (ii) the equity holders, as a group, lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. 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 19 – “Variable Interest Entities” 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. |
Revision of Prior Period Financial Statements | Revision of Prior Period Financial Statements . We made certain immaterial revisions to previously reported amounts in our combined and consolidated financial statements as of and for the nine months ended September 30, 2021, and as of and for the six months ended June 30, 2022. These revisions corrected the classification of net income and equity attributable to noncontrolling interests, corrected the omission of certain lease assets and obligations and corrected the presentation of items within the statement of cash flows. We evaluated these matters in accordance with SAB No. 99, Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements Schedule of revision of prior period financial statements September 30, 2021 As As Reported Revisions Revised Revised balance sheets Total current assets $ 180,253,143 $ — $ 180,253,143 Right-of-use assets 45,392,663 11,486,769 56,879,432 Other long-term assets 146,485,099 — 146,485,099 Total assets 372,130,905 11,486,769 383,617,674 Lease liabilities, current portion $ 1,795,528 $ 918,254 $ 2,713,782 Other current liabilities 38,886,306 — 38,886,306 Total current liabilities 40,681,834 918,254 41,600,088 Long-term debt, net 71,882,615 — 71,882,615 Lease liabilities 46,484,006 10,392,703 56,876,709 Total liabilities 159,048,455 11,310,957 170,359,412 Equity: Members' equity 121,400,880 8,445,695 129,846,575 Noncontrolling interest 91,681,570 (8,269,883 ) 83,411,687 Total equity 213,082,450 175,812 213,258,262 Total liabilities and equity $ 372,130,905 $ 11,486,769 $ 383,617,674 Nine Months Ended September 30, 2021 As As Reported Revisions Revised Revised statements of operations Net income (loss) $ 154,875,487 $ 175,812 $ 155,051,299 Less: net income (loss) attributable to noncontrolling interests 37,337,868 (901,383 ) 36,436,485 Net income (loss) attributable to Nutex Health Inc. $ 117,537,619 $ 1,077,195 $ 118,614,814 Revised statements of cash flows Cash flow from operating activities $ 126,697,442 $ 310,896 $ 127,008,338 Cash flow from investing activities (25,088,953 ) (117,164 ) (25,206,117 ) Cash flow from financing activities (92,884,430 ) (193,732 ) (93,078,162 ) Net change in cash $ 8,724,059 $ — $ 8,724,059 June 30, 2022 As As Reported Revisions Revised Revised balance sheets Equity: Members' equity $ 525,689,827 $ 5,911,300 $ 531,601,127 Noncontrolling interest 40,724,416 (5,911,300 ) 34,813,116 Total equity $ 566,414,243 $ — $ 566,414,243 Six Months Ended June 30, 2022 As As Reported Revisions Revised Revised statements of operations Net income (loss) $ 1,347,961 $ (519,980 ) 827,981 Less: net income (loss) attributable to noncontrolling interests (786,589 ) (630,886 ) (1,417,475 ) Net income (loss) attributable to Nutex Health Inc. $ 2,134,550 $ 110,906 2,245,456 Three months ended June 30, 2022 As As Reported Revisions Revised Revised statements of changes in equity Deconsolidation of Real Estate Entities Retained earnings $ (12,267,888 ) $ 5,800,942 $ (6,466,946 ) Noncontrolling interest (27,055,984 ) (5,280,962 ) (32,336,946 ) Total deconsolidation of real estate entities $ (39,323,872 ) $ 519,980 $ (38,803,892 ) Net income (loss) Retained earnings $ (19,395,752 ) $ 110,906 (19,284,846 ) Noncontrolling interest (4,082,418 ) (630,886 ) (4,713,304 ) Total net income (loss) $ (23,478,170 ) $ (519,980 ) (23,998,150 ) |
Reclassification | Reclassification s . Financial statements presented for prior periods include reclassifications that were made to conform to the current year presentation. |
Recent accounting pronouncements | Recent accounting pronouncements . There are no new accounting pronouncements that are expected to have a material impact on the condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of revision of prior period financial statements | Schedule of revision of prior period financial statements September 30, 2021 As As Reported Revisions Revised Revised balance sheets Total current assets $ 180,253,143 $ — $ 180,253,143 Right-of-use assets 45,392,663 11,486,769 56,879,432 Other long-term assets 146,485,099 — 146,485,099 Total assets 372,130,905 11,486,769 383,617,674 Lease liabilities, current portion $ 1,795,528 $ 918,254 $ 2,713,782 Other current liabilities 38,886,306 — 38,886,306 Total current liabilities 40,681,834 918,254 41,600,088 Long-term debt, net 71,882,615 — 71,882,615 Lease liabilities 46,484,006 10,392,703 56,876,709 Total liabilities 159,048,455 11,310,957 170,359,412 Equity: Members' equity 121,400,880 8,445,695 129,846,575 Noncontrolling interest 91,681,570 (8,269,883 ) 83,411,687 Total equity 213,082,450 175,812 213,258,262 Total liabilities and equity $ 372,130,905 $ 11,486,769 $ 383,617,674 Nine Months Ended September 30, 2021 As As Reported Revisions Revised Revised statements of operations Net income (loss) $ 154,875,487 $ 175,812 $ 155,051,299 Less: net income (loss) attributable to noncontrolling interests 37,337,868 (901,383 ) 36,436,485 Net income (loss) attributable to Nutex Health Inc. $ 117,537,619 $ 1,077,195 $ 118,614,814 Revised statements of cash flows Cash flow from operating activities $ 126,697,442 $ 310,896 $ 127,008,338 Cash flow from investing activities (25,088,953 ) (117,164 ) (25,206,117 ) Cash flow from financing activities (92,884,430 ) (193,732 ) (93,078,162 ) Net change in cash $ 8,724,059 $ — $ 8,724,059 June 30, 2022 As As Reported Revisions Revised Revised balance sheets Equity: Members' equity $ 525,689,827 $ 5,911,300 $ 531,601,127 Noncontrolling interest 40,724,416 (5,911,300 ) 34,813,116 Total equity $ 566,414,243 $ — $ 566,414,243 Six Months Ended June 30, 2022 As As Reported Revisions Revised Revised statements of operations Net income (loss) $ 1,347,961 $ (519,980 ) 827,981 Less: net income (loss) attributable to noncontrolling interests (786,589 ) (630,886 ) (1,417,475 ) Net income (loss) attributable to Nutex Health Inc. $ 2,134,550 $ 110,906 2,245,456 Three months ended June 30, 2022 As As Reported Revisions Revised Revised statements of changes in equity Deconsolidation of Real Estate Entities Retained earnings $ (12,267,888 ) $ 5,800,942 $ (6,466,946 ) Noncontrolling interest (27,055,984 ) (5,280,962 ) (32,336,946 ) Total deconsolidation of real estate entities $ (39,323,872 ) $ 519,980 $ (38,803,892 ) Net income (loss) Retained earnings $ (19,395,752 ) $ 110,906 (19,284,846 ) Noncontrolling interest (4,082,418 ) (630,886 ) (4,713,304 ) Total net income (loss) $ (23,478,170 ) $ (519,980 ) (23,998,150 ) |
Merger of Nutex Health Holdco_2
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc (Tables) | 9 Months Ended |
Sep. 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 424,337,915 Accounts payable and accrued expenses (3,966,100) Deferred revenue (92,111) Convertible notes payable, net (3,771,858) Term note payable (674,526) 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 September 30 Nine months ended September 30 2022 2021 2022 2021 Revenue $ 28,395,058 $ 5,568,757 $ 171,779,408 $ 163,031,521 Net income (loss) attributable to Nutex Health Inc. (422,517,803) (2,290,240) (434,709,956) 54,339,002 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregate revenue | Schedule of disaggregate revenue Three months ended September 30 Nine months ended September 30 2022 2021 2022 2021 Hospital Division: Net patient service revenue $ 20,821,725 $ 117,416,373 $ 150,866,044 $ 266,677,307 Management fees 422,580 555,359 1,110,182 1,452,339 Total Hospital Division revenue 21,244,305 117,971,732 151,976,226 268,129,646 Population Health Management Division: Capitation revenue, net 4,888,094 - 10,038,436 - Management fees 1,701,719 - 2,704,519 - SaaS revenue 560,940 - 851,052 - Total Population Health Management Division revenue 7,150,753 - 13,594,007 - Total revenue $ 28,395,058 $ 117,971,732 $ 165,570,233 $ 268,129,646 |
Schedule of allocation of the estimated transaction price | Schedule of allocation of the estimated transaction price Three months ended September 30 Nine months ended September 30 2022 2021 2022 2021 Insurance 91 % 95 % 94 % 96 % Self pay 7 % 4 % 5 % 3 % Workers compensation 1 % 1 % 1 % 1 % Medicare/Medicaid 1 % 0 % 0 % 0 % Total 100 % 100 % 100 % 100 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Schedule of property, plant and equipment Useful lives (yrs) September 30, 2022 December 31, 2021 Buildings and improvements 39 $ 8,136,998 $ 82,794,329 Land — 1,972,509 18,201,804 Leasehold improvements 10 - 39 28,838,691 27,038,503 Construction in progress — 11,994,089 4,299,614 Medical equipment 10 27,080,061 25,686,562 Office furniture and equipment 7 2,864,410 2,870,270 Computer hardware and software 5 2,280,296 1,288,224 Vehicles 5 135,590 161,590 Signage 10 1,163,722 1,160,195 Total cost 84,466,366 163,501,091 Less: accumulated depreciation (12,184,248 ) (11,588,591 ) Total property and equipment, net $ 72,282,118 $ 151,912,500 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets As of September 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Member relationships $ 16,899,000 $ 563,300 $ 16,335,700 15 Management contracts 2,021,000 63,156 1,957,844 16 Customer contracts 914,000 30,467 883,533 15 Trademarks 1,425,000 75,016 1,349,984 7 - 12 PHP technology 409,000 40,900 368,100 5 Indefinite life intangible - license 682,649 — 682,649 — Total $ 22,350,649 $ 772,839 $ 21,577,810 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) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Schedule of accrued expenses and other current liabilities September 30, 2022 December 31, 2021 Accrued wages and benefits $ 7,018,889 $ 3,088,264 Accrued other 3,238,460 3,776,162 Total accrued expenses and other current liabilities $ 10,257,349 $ 6,864,426 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Schedule of debt Maturity dates Interest rates September 30, 2022 December 31, 2021 Term loans secured by all assets 04/2023 - 11/2030 3.25 - 6.00 % $ 11,450,980 $ 15,613,564 Term loans secured by property and equipment 01/2024 - 10/2029 4.19 - 6.90 % 7,047,694 11,190,093 Line of credit secured by all assets 10/2022 - 01/2023 4.50 - 6.50 % 2,592,714 72,055 Term loans of consolidated Real Estate Entities 08/2023 - 03/2037 3.59 - 4.80 % 10,330,561 62,478,951 Total 31,421,949 89,354,663 Less: unamortized debt issuance costs 111,820 301,691 Less: short-term lines of credit 2,592,714 72,055 Less: current portion of long-term debt 4,026,942 10,158,932 Total long-term debt $ 24,690,473 $ 78,821,985 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of lease of property and equipment | Schedule of lease of property and equipment Three months ended September 30 Nine months ended September 30 2022 2021 2022 2021 Operating lease cost $ 661,115 $ 4,610 $ 2,216,426 $ 1,018,071 Finance lease cost: Amortization of right-of-use assets 2,512,445 541,888 6,980,078 1,670,911 Interest on lease liabilities 2,694,576 476,844 7,445,253 1,479,240 Total finance lease cost $ 5,207,021 $ 1,018,732 $ 14,425,331 $ 3,150,151 |
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 $ 658,068 $ 81,113 $ 627,033 $ 3,430,409 2023 2,337,232 332,561 2,450,062 12,124,541 2024 2,371,153 342,538 2,129,408 12,324,511 2025 2,422,485 352,814 1,905,419 12,529,177 2026 2,334,239 363,399 1,949,506 12,738,656 2027 2,326,357 374,301 1,994,625 12,954,643 Thereafter 10,014,219 3,507,670 33,997,249 248,601,810 Total minimum lease payments 22,463,753 5,354,396 45,053,302 314,703,747 Less interest (4,739,575 ) (1,544,093 ) (17,322,517 ) (133,735,657 ) Total lease liabilities $ 17,724,178 $ 3,810,303 $ 27,730,785 $ 180,968,090 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of stock option activities | Schedule of stock option activities Options Outstanding Weighted Average Weighted Average Remaining Contractual 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 September 30, 2022 6,187,991 $ 2.31 5.74 |
Schedule of stock options outstanding | Schedule of stock options outstanding Expiration Date Number Outstanding Number Exercisable Exercise 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 Outstanding Weighted Average Exercise Price Average Remaining Contractual Life (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 September 30, 2022 10,214,015 $ 1.97 4.13 |
Schedule of outstanding warrants | Schedule of outstanding warrants Date Number Outstanding Number Exercisable Exercise 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) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense | Schedule of income tax expense Three months ended September 30 Nine months ended September 30 2022 2021 2022 2021 Income taxes computed at the federal statutory rate $ (92,774,731 ) $ 15,739,053 $ (88,436,637 ) $ 32,790,088 Effect of: State taxes, net of federal benefits (18,026,930 ) 453,621 (17,351,655 ) 1,091,975 Income of flow-through entities (462,232 ) (15,739,053 ) (5,298,253 ) (32,790,088 ) Change in tax status of Nutex Health Holdco LLC — 20,775,898 Reversal of acquired Clinigence valuation allowance — (2,393,178 ) Non-deductible goodwill impairment expense 107,353,953 107,353,953 Other, net (4,633,940 ) (3,364,399 ) Total income tax expense (benefit) $ (8,543,880 ) $ 453,621 $ 11,285,729 $ 1,091,975 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings (loss) per common share | |
Schedule of earnings per share | Schedule of earnings per share Three months ended September 30 Nine months ended September 30 2022 2021 2022 2021 Amounts attributable to Nutex Health Inc.: Numerator- Net income (loss) attributable to common stockholders $ (422,517,803 ) $ 53,793,277 $ (420,359,806 ) $ 118,614,814 Denominator: Weighted average shares used to compute basic EPS 649,577,082 592,791,712 629,787,661 592,791,712 Dilutive effect of convertible note — — — — Dilutive effect of common stock options 1,211,474 — 3,594,006 — Dilutive effect of common stock warrants 3,988,330 — 4,553,437 — Weighted average shares used to compute diluted EPS 654,776,886 592,791,712 637,935,104 592,791,712 Earnings (loss) per share: Basic $ (0.65 ) $ 0.09 $ (0.67 ) $ 0.20 Diluted $ (0.65 ) $ 0.09 $ (0.67 ) $ 0.20 |
Supplemental Cash Flows Infor_2
Supplemental Cash Flows Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of cash flows information | Schedule of cash flows information Nine months ended September 30 2022 2021 Cash paid for interest $ 3,402,606 $ 9,628,189 Cash paid for income taxes $ 7,595,105 $ 336,697 Non-cash investing and financing activities: Acquisition of financing leases $ 23,603,817 $ 14,445,400 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Schedule of segment information Three months ended September 30 Nine months ended September 30 2022 2021 2022 2021 Revenue from external customers: Hospital division $ 21,244,305 $ 117,971,732 $ 151,976,226 $ 268,129,646 Population health management division 7,150,753 — 13,594,007 — Total revenue $ 28,395,058 $ 117,971,732 $ 165,570,233 $ 268,129,646 Segment operating income (loss): Hospital division $ (26,498,148 ) $ 76,008,468 $ 13,149,358 $ 159,795,643 Population health management division 29,702 — (227,300 ) — Total segment operating income (loss) $ (26,468,446 ) $ 76,008,468 $ 12,922,058 $ 159,795,643 Capital expenditures: Hospital division $ — $ 2,031,769 $ 3,730,053 $ 8,265,586 Real estate division 5,890,738 1,459,593 18,782,411 16,940,531 Total capital expenditures $ 5,890,738 $ 3,491,362 $ 22,512,464 $ 25,206,117 Revenue from inter-segment activities: Real estate division — 583,280 11,989,212 10,471,333 Depreciation and amortization: Hospital division $ 3,748,431 $ 652,261 $ 8,844,757 $ 3,807,644 Population health management division 431,986 — 819,970 — Real estate division 149,750 1,219,538 194,786 2,065,795 Total depreciation and amortization $ 4,330,167 $ 1,871,799 $ 9,859,513 $ 5,873,439 |
Schedule of assets | Schedule of assets As of September 30, 2022 December 31, 2021 Assets: Hospital division $ 322,557,090 $ 287,316,356 Population health management division 77,298,598 - Real estate division 34,662,039 107,333,687 Total Assets $ 434,517,727 $ 394,650,043 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of consolidated balance sheets | Schedule of consolidated balance sheets September 30, 2022 Real Estate Physician AHP Entities LLCs IPA Current assets $ 22,572,792 $ 8,597,506 $ 26,224,436 Property and equipment, net 12,064,747 3,668 — Other long-term assets 24,500 — 16,851,619 Total assets $ 34,662,039 $ 8,601,174 $ 43,076,055 Current liabilities 2,204,659 11,561,428 3,041,530 Long-term liabilities 10,041,904 — 30,680 Total liabilities 12,246,563 11,561,428 3,072,210 Equity 22,415,476 (2,960,254 ) 40,003,845 Total liabilities and equity $ 34,662,039 $ 8,601,174 $ 43,076,055 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) | 9 Months Ended |
Sep. 30, 2022 shares | |
Equity Method Investment, Ownership Percentage | 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) $2.80. |
Common Stock [Member] | Merger Agreement [Member] | |
Stock Issued During Period, Shares, New Issues | 592,791,712 |
Nutex Health Inc [Member] | |
Equity Method Investment, Ownership Percentage | 84% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Total current assets | $ 107,538,538 | $ 107,538,538 | $ 154,015,179 | ||||||||
Right-of-use assets | 20,904,971 | 20,904,971 | 21,829,552 | ||||||||
Total assets | 434,517,727 | 434,517,727 | 394,650,043 | ||||||||
Lease liabilities, current portion | 1,485,360 | 1,485,360 | 1,489,997 | ||||||||
Total current liabilities | 43,828,001 | 43,828,001 | 37,690,959 | ||||||||
Long-term debt, net | 24,690,473 | 24,690,473 | 78,821,985 | ||||||||
Lease liabilities | 20,049,121 | 20,049,121 | 20,820,588 | ||||||||
Total liabilities | 301,989,725 | 301,989,725 | 203,069,033 | ||||||||
Noncontrolling interest | 22,042,881 | 22,042,881 | 76,929,704 | ||||||||
Total equity | 132,528,002 | $ 566,414,243 | $ 213,258,262 | $ 566,414,243 | 132,528,002 | $ 213,258,262 | $ 187,423,361 | 191,581,010 | $ 160,512,628 | $ 164,330,389 | $ 147,368,825 |
Total liabilities and equity | 434,517,727 | 434,517,727 | 394,650,043 | ||||||||
Total net income (loss) | (433,240,552) | 74,494,252 | (432,412,571) | 155,051,299 | |||||||
Less: net income (loss) attributable to noncontrolling interests | (10,722,749) | 20,700,975 | (12,052,765) | 36,436,485 | |||||||
Net income (loss) attributable to Nutex Health Inc. | (422,517,803) | 53,793,277 | (420,359,806) | 118,614,814 | |||||||
Cash flow from operating activities | 46,101,114 | 127,008,338 | |||||||||
Cash flow from investing activities | (12,217,448) | (25,206,117) | |||||||||
Cash flow from financing activities | (33,381,151) | (93,078,162) | |||||||||
Net change in cash | 502,515 | 8,724,059 | |||||||||
Retained Earnings [Member] | |||||||||||
Total equity | (358,967,267) | 63,550,536 | 117,494,435 | 63,550,536 | (358,967,267) | 117,494,435 | 96,643,530 | 102,315,623 | 85,395,324 | 89,121,193 | 81,413,212 |
Noncontrolling Interest [Member] | |||||||||||
Total equity | $ 22,042,881 | 34,812,568 | 83,411,687 | 34,812,568 | $ 22,042,881 | 83,411,687 | $ 78,444,148 | $ 76,929,704 | $ 62,765,164 | $ 64,100,742 | $ 55,638,769 |
Previously Reported [Member] | |||||||||||
Total current assets | 180,253,143 | 180,253,143 | |||||||||
Right-of-use assets | 45,392,663 | 45,392,663 | |||||||||
Other long-term assets | 146,485,099 | 146,485,099 | |||||||||
Total assets | 372,130,905 | 372,130,905 | |||||||||
Lease liabilities, current portion | 1,795,528 | 1,795,528 | |||||||||
Other current liabilities | 38,886,306 | 38,886,306 | |||||||||
Total current liabilities | 40,681,834 | 40,681,834 | |||||||||
Long-term debt, net | 71,882,615 | 71,882,615 | |||||||||
Lease liabilities | 46,484,006 | 46,484,006 | |||||||||
Total liabilities | 159,048,455 | 159,048,455 | |||||||||
Members' equity | 525,689,827 | 121,400,880 | 525,689,827 | 121,400,880 | |||||||
Noncontrolling interest | 40,724,416 | 91,681,570 | 40,724,416 | 91,681,570 | |||||||
Total equity | 566,414,243 | 213,082,450 | 566,414,243 | 213,082,450 | |||||||
Total liabilities and equity | 372,130,905 | 372,130,905 | |||||||||
Total net income (loss) | (23,478,170) | 1,347,961 | 154,875,487 | ||||||||
Less: net income (loss) attributable to noncontrolling interests | (786,589) | 37,337,868 | |||||||||
Net income (loss) attributable to Nutex Health Inc. | 2,134,550 | 117,537,619 | |||||||||
Cash flow from operating activities | 126,697,442 | ||||||||||
Cash flow from investing activities | (25,088,953) | ||||||||||
Cash flow from financing activities | (92,884,430) | ||||||||||
Net change in cash | 8,724,059 | ||||||||||
Total deconsolidation of real estate entities | (39,323,872) | ||||||||||
Previously Reported [Member] | Retained Earnings [Member] | |||||||||||
Total net income (loss) | (19,395,752) | ||||||||||
Total deconsolidation of real estate entities | (12,267,888) | ||||||||||
Previously Reported [Member] | Noncontrolling Interest [Member] | |||||||||||
Total net income (loss) | (4,082,418) | ||||||||||
Total deconsolidation of real estate entities | (27,055,984) | ||||||||||
Revision of Prior Period, Adjustment [Member] | |||||||||||
Total current assets | 0 | 0 | |||||||||
Right-of-use assets | 11,486,769 | 11,486,769 | |||||||||
Other long-term assets | 0 | 0 | |||||||||
Total assets | 11,486,769 | 11,486,769 | |||||||||
Lease liabilities, current portion | 918,254 | 918,254 | |||||||||
Other current liabilities | 0 | 0 | |||||||||
Total current liabilities | 918,254 | 918,254 | |||||||||
Long-term debt, net | 0 | 0 | |||||||||
Lease liabilities | 10,392,703 | 10,392,703 | |||||||||
Total liabilities | 11,310,957 | 11,310,957 | |||||||||
Members' equity | 5,911,300 | 8,445,695 | 5,911,300 | 8,445,695 | |||||||
Noncontrolling interest | (5,911,300) | (8,269,883) | (5,911,300) | (8,269,883) | |||||||
Total equity | 175,812 | 175,812 | |||||||||
Total liabilities and equity | 11,486,769 | 11,486,769 | |||||||||
Total net income (loss) | (519,980) | (519,980) | 175,812 | ||||||||
Less: net income (loss) attributable to noncontrolling interests | (630,886) | (901,383) | |||||||||
Net income (loss) attributable to Nutex Health Inc. | 110,906 | 1,077,195 | |||||||||
Cash flow from operating activities | 310,896 | ||||||||||
Cash flow from investing activities | (117,164) | ||||||||||
Cash flow from financing activities | (193,732) | ||||||||||
Net change in cash | 0 | ||||||||||
Total deconsolidation of real estate entities | 519,980 | ||||||||||
Revision of Prior Period, Adjustment [Member] | Retained Earnings [Member] | |||||||||||
Total net income (loss) | 110,906 | ||||||||||
Total deconsolidation of real estate entities | 5,800,942 | ||||||||||
Revision of Prior Period, Adjustment [Member] | Noncontrolling Interest [Member] | |||||||||||
Total net income (loss) | (630,886) | ||||||||||
Total deconsolidation of real estate entities | (5,280,962) | ||||||||||
As Revised [Member] | |||||||||||
Total current assets | 180,253,143 | 180,253,143 | |||||||||
Right-of-use assets | 56,879,432 | 56,879,432 | |||||||||
Other long-term assets | 146,485,099 | 146,485,099 | |||||||||
Total assets | 383,617,674 | 383,617,674 | |||||||||
Lease liabilities, current portion | 2,713,782 | 2,713,782 | |||||||||
Other current liabilities | 38,886,306 | 38,886,306 | |||||||||
Total current liabilities | 41,600,088 | 41,600,088 | |||||||||
Long-term debt, net | 71,882,615 | 71,882,615 | |||||||||
Lease liabilities | 56,876,709 | 56,876,709 | |||||||||
Total liabilities | 170,359,412 | 170,359,412 | |||||||||
Members' equity | 531,601,127 | 129,846,575 | 531,601,127 | 129,846,575 | |||||||
Noncontrolling interest | 34,813,116 | 83,411,687 | 34,813,116 | 83,411,687 | |||||||
Total equity | 566,414,243 | 213,258,262 | 566,414,243 | 213,258,262 | |||||||
Total liabilities and equity | $ 383,617,674 | 383,617,674 | |||||||||
Total net income (loss) | (23,998,150) | 827,981 | 155,051,299 | ||||||||
Less: net income (loss) attributable to noncontrolling interests | (1,417,475) | 36,436,485 | |||||||||
Net income (loss) attributable to Nutex Health Inc. | $ 2,245,456 | 118,614,814 | |||||||||
Cash flow from operating activities | 127,008,338 | ||||||||||
Cash flow from investing activities | (25,206,117) | ||||||||||
Cash flow from financing activities | (93,078,162) | ||||||||||
Net change in cash | $ 8,724,059 | ||||||||||
Total deconsolidation of real estate entities | (38,803,892) | ||||||||||
As Revised [Member] | Retained Earnings [Member] | |||||||||||
Total net income (loss) | (19,284,846) | ||||||||||
Total deconsolidation of real estate entities | (6,466,946) | ||||||||||
As Revised [Member] | Noncontrolling Interest [Member] | |||||||||||
Total net income (loss) | (4,713,304) | ||||||||||
Total deconsolidation of real estate entities | $ (32,336,946) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Equity Method Investment, Ownership Percentage | 100% |
Cash, FDIC Insured Amount | $ 250,000 |
Non cash Impairment Charge | $ 408,500,000 |
Merger of Nutex Health Holdco_3
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc. (Details) | 9 Months Ended |
Sep. 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) | Sep. 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 | 424,337,915 |
Accounts payable and accrued expenses | (3,966,100) |
Deferred revenue | (92,111) |
Convertible notes payable, net | (3,771,858) |
Term note payable | (674,526) |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Revenue | $ 28,395,058 | $ 5,568,757 | $ 171,779,408 | $ 163,031,521 |
Net income (loss) attributable to Nutex Health Inc. | $ (422,517,803) | $ (2,290,240) | $ (434,709,956) | $ 54,339,002 |
Merger of Nutex Health Holdco_6
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Non cash Impairment Charge | $ 408,500 | |
Business Combination, Acquisition Related Costs | $ 3,900 | |
Business Acquisition, Pro Forma Net Income (Loss) | $ 14,200 | |
Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 16 years |
Revenue (Details)
Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 28,395,058 | $ 117,971,732 | $ 165,570,233 | $ 268,129,646 |
Hospital Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 21,244,305 | 117,971,732 | 151,976,226 | 268,129,646 |
Population Health Management Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 7,150,753 | 13,594,007 | ||
Net Patient Service Revenue [Member] | Hospital Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 20,821,725 | 117,416,373 | 150,866,044 | 266,677,307 |
Management Fees [Member] | Hospital Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 422,580 | 555,359 | 1,110,182 | 1,452,339 |
Management Fees [Member] | Population Health Management Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,701,719 | 2,704,519 | ||
Capitation Revenue Net [Member] | Population Health Management Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,888,094 | 10,038,436 | ||
Saas Revenue [Member] | Population Health Management Division [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 560,940 | $ 851,052 |
Revenue (Details 1)
Revenue (Details 1) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Life Insurance Assumed Ratio | 100% | 100% | 100% | 100% |
Insurance [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Life Insurance Assumed Ratio | 91% | 95% | 94% | 96% |
Self Pay [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Life Insurance Assumed Ratio | 7% | 4% | 5% | 3% |
Workers' Compensation Insurance [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Life Insurance Assumed Ratio | 1% | 1% | 1% | 1% |
Medicare [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Life Insurance Assumed Ratio | 1% | 0% | 0% | 0% |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Deferred Revenue | $ 49,349 | $ 49,349 | $ 0 |
Revenue from Contract with Customer, Excluding Assessed Tax | $ 29,000,000 | $ 38,600,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 84,466,366 | $ 163,501,091 |
Less: accumulated depreciation | (12,184,248) | (11,588,591) |
Total property and equipment, net | $ 72,282,118 | 151,912,500 |
Building and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 39 years | |
Property and equipment, gross | $ 8,136,998 | 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 | $ 28,838,691 | 27,038,503 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 39 years | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 11,994,089 | 4,299,614 |
Medical Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Property and equipment, gross | $ 27,080,061 | 25,686,562 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 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, Plant and Equipment, Useful Life | 5 years | |
Property and equipment, gross | $ 2,280,296 | 1,288,224 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Property and equipment, gross | $ 135,590 | 161,590 |
Signage [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Property and equipment, gross | $ 1,163,722 | $ 1,160,195 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation, Depletion and Amortization, Nonproduction | $ 4,330,167 | $ 1,871,799 | $ 9,859,513 | $ 5,873,439 |
Property, Plant and Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation, Depletion and Amortization, Nonproduction | $ 1,431,303 | $ 1,329,911 | $ 2,106,596 | $ 4,202,528 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 22,350,649 | |
Less: Accumulated amortization | 772,839 | |
Intangible Assets, Net | $ 21,577,810 | |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 16 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 16,899,000 | |
Less: Accumulated amortization | 563,300 | |
Intangible Assets, Net | $ 16,335,700 | |
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Management Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 2,021,000 | |
Less: Accumulated amortization | 63,156 | |
Intangible Assets, Net | $ 1,957,844 | |
Finite-Lived Intangible Asset, Useful Life | 16 years | |
Customer Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 914,000 | |
Less: Accumulated amortization | 30,467 | |
Intangible Assets, Net | $ 883,533 | |
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 1,425,000 | |
Less: Accumulated amortization | 75,016 | |
Intangible Assets, Net | $ 1,349,984 | |
Trademarks [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 7 years | |
Trademarks [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 12 years | |
P H P Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 409,000 | |
Less: Accumulated amortization | 40,900 | |
Intangible Assets, Net | $ 368,100 | |
Finite-Lived Intangible Asset, 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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization | $ 386,419 | $ 0 | $ 772,839 | $ 0 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued wages and benefits | $ 7,018,889 | $ 3,088,264 |
Accrued other | 3,238,460 | 3,776,162 |
Total accrued expenses and other current liabilities | $ 10,257,349 | $ 6,864,426 |
Debt (Details)
Debt (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Total | $ 31,421,949 | $ 89,354,663 |
Less: unamortized debt issuance costs | 111,820 | 301,691 |
Less: short-term lines of credit | 2,592,714 | 72,055 |
Less: current portion of long-term debt | 4,026,942 | 10,158,932 |
Total debt reflected as long-term | $ 24,690,473 | 78,821,985 |
Term Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date, Description | 04/2023 - 11/2030 | |
Total | $ 11,450,980 | 15,613,564 |
Term Loan [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate During Period | 3.25% | |
Term Loan [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate During Period | 6% | |
Term Loan 1 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date, Description | 01/2024 - 10/2029 | |
Total | $ 7,047,694 | 11,190,093 |
Term Loan 1 [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate During Period | 4.19% | |
Term Loan 1 [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate During Period | 6.90% | |
Line of Credit [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date, Description | 10/2022 - 01/2023 | |
Total | $ 2,592,714 | 72,055 |
Line of Credit [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate During Period | 4.50% | |
Line of Credit [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate During Period | 6.50% | |
Term Loan 3 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date, Description | 08/2023 - 03/2037 | |
Total | $ 10,330,561 | $ 62,478,951 |
Term Loan 3 [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate During Period | 3.59% | |
Term Loan 3 [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate During Period | 4.80% |
Debt (Details Narrative)
Debt (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Short-Term Debt [Line Items] | |
Long-Term Line of Credit | $ 1,000,000 |
Line of Credit Facility, Remaining Borrowing Capacity | $ 1,658,000 |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.55 |
Debt Instrument, Unamortized Discount | $ 1,719,572 |
Convertible Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Debt Instrument, Face Amount | $ 5,415,375 |
Debt Conversion, Converted Instrument, Shares Issued | shares | 3,474,430 |
Debt Instrument, Maturity Date | Jul. 31, 2022 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease cost | $ 661,115 | $ 4,610 | $ 2,216,426 | $ 1,018,071 |
Finance lease cost: | ||||
Amortization of right-of-use assets | 2,512,445 | 541,888 | 6,980,078 | 1,670,911 |
Interest on lease liabilities | 2,694,576 | 476,844 | 7,445,253 | 1,479,240 |
Total finance lease cost | $ 5,207,021 | $ 1,018,732 | $ 14,425,331 | $ 3,150,151 |
Leases (Details 1)
Leases (Details 1) | Sep. 30, 2022 USD ($) |
Third Parties [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2022 | $ 658,068 |
2022 | 627,033 |
2023 | 2,337,232 |
2023 | 2,450,062 |
2024 | 2,371,153 |
2024 | 2,129,408 |
2025 | 2,422,485 |
2025 | 1,905,419 |
2026 | 2,334,239 |
2026 | 1,949,506 |
2027 | 2,326,357 |
2027 | 1,994,625 |
Thereafter | 10,014,219 |
Thereafter | 33,997,249 |
Total minimum lease payments | 22,463,753 |
Total minimum lease payments | 45,053,302 |
Receivable with Imputed Interest, Net Amount | (4,739,575) |
Finance Lease, Liability, Undiscounted Excess Amount | (17,322,517) |
Total lease liabilities | 17,724,178 |
Total lease liabilities | 27,730,785 |
Related Parties [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2022 | 81,113 |
2022 | 3,430,409 |
2023 | 332,561 |
2023 | 12,124,541 |
2024 | 342,538 |
2024 | 12,324,511 |
2025 | 352,814 |
2025 | 12,529,177 |
2026 | 363,399 |
2026 | 12,738,656 |
2027 | 374,301 |
2027 | 12,954,643 |
Thereafter | 3,507,670 |
Thereafter | 248,601,810 |
Total minimum lease payments | 5,354,396 |
Total minimum lease payments | 314,703,747 |
Receivable with Imputed Interest, Net Amount | (1,544,093) |
Finance Lease, Liability, Undiscounted Excess Amount | (133,735,657) |
Total lease liabilities | 3,810,303 |
Total lease liabilities | $ 180,968,090 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Retirement Benefits [Abstract] | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 5% | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount | $ 0 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - $ / shares | 3 Months Ended | 6 Months Ended |
Mar. 31, 2022 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options, Outstanding, Ending Balance | 6,187,991 | |
Options Held [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options, Outstanding, Beginning Balance | 6,500,010 | |
Options, Outstanding, Beginning Balance, Weighted Average Exercise Price | $ 2.30 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 7 months 13 days | 5 years 8 months 26 days |
Options, Exercised | (312,019) | |
Options, Exercised, Weighted Average Exercise Price | $ 2.08 | |
Options, Outstanding, Ending Balance | 6,500,010 | 6,187,991 |
Options, Outstanding, Ending Balance, Weighted Average Exercise Price | $ 2.30 | $ 2.31 |
Stock-based Compensation (Det_2
Stock-based Compensation (Details 1) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Outstanding | 6,187,991 |
Number Exercisable | 6,187,991 |
Options 1 [Member] | |
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 | $ / shares | $ 2 |
Options 2 [Member] | |
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 | $ / shares | $ 1.50 |
Options 3 [Member] | |
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 | $ / shares | $ 1.50 |
Options 4 [Member] | |
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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 2 |
Stock-based Compensation (Det_3
Stock-based Compensation (Details 2) - $ / shares | 3 Months Ended | 6 Months Ended |
Mar. 31, 2022 | Sep. 30, 2022 | |
Equity [Abstract] | ||
Warrants, Outstanding, Beginning Balance | 12,401,240 | |
Weighted Average Exercise Price, Beginning Balance | $ 2.04 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 4 years 7 months 24 days | 4 years 1 month 17 days |
Warrants Outstanding, Exercised | (2,187,225) | |
Weighted Average Exercise Price, Exercised | $ 2.27 | |
Warrants, Outstanding, Ending Balance | 12,401,240 | 10,214,015 |
Weighted Average Exercise Price, Ending Balance | $ 2.04 | $ 1.97 |
Stock-based Compensation (Det_4
Stock-based Compensation (Details 3) | 9 Months Ended |
Sep. 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 1 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expiration date | Feb. 05, 2023 |
Number of Outstanding | 1,500 |
Number Exercisable | 1,500 |
Exercise price | $ / shares | $ 25 |
Warrants 2 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expiration date | Apr. 27, 2023 |
Number of Outstanding | 1,500 |
Number Exercisable | 1,500 |
Exercise price | $ / shares | $ 25 |
Warrants 3 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expiration date | 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] | |
Expiration date | 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] | |
Expiration date | Feb. 26, 2026 |
Number of Outstanding | 288,236 |
Number Exercisable | 288,236 |
Exercise price | $ / shares | $ 4 |
Warrants 6 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expiration date | Jul. 31, 2026 |
Number of Outstanding | 2,532,900 |
Number Exercisable | 2,532,900 |
Exercise price | $ / shares | $ 1.55 |
Warrants 7 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expiration date | Feb. 01, 2027 |
Number of Outstanding | 1,456,452 |
Number Exercisable | 1,456,452 |
Exercise price | $ / shares | $ 1.55 |
Warrants 8 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expiration date | May 30, 2027 |
Number of Outstanding | 4,614,853 |
Number Exercisable | 4,614,853 |
Exercise price | $ / shares | $ 1.75 |
Stock-based Compensation (Det_5
Stock-based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Payment Arrangement, Noncash Expense | $ 81,249 | $ 135,415 | $ 0 |
Equity Incentive 2022 Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Aggregate Shares | 5,000,000 | ||
Shares, Issued | 1,292,453 | 1,292,453 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Sep. 30, 2022 | |
Options Held [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 312,019 | |
Stock Issued During Period, Value, New Issues | $ 644,974 | |
Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Debt Conversion, Converted Instrument, Shares Issued | 2,622,819 | 851,611 |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 2,147,252 | |
Stock Issued During Period, Value, New Issues | $ 4,119,141 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income taxes computed at the federal statutory rate | $ (92,774,731) | $ 15,739,053 | $ (88,436,637) | $ 32,790,088 |
State taxes, net of federal benefits | (18,026,930) | 453,621 | (17,351,655) | 1,091,975 |
Income of flow-through entities | (462,232) | (15,739,053) | (5,298,253) | (32,790,088) |
Change in tax status of Nutex Health Holdco LLC | 0 | 20,775,898 | ||
Reversal of acquired Clinigence valuation allowance | 0 | (2,393,178) | ||
Non-deductible goodwill impairment expense | 107,353,953 | 107,353,953 | ||
Other, net | (4,633,940) | (3,364,399) | ||
Total income tax expense (benefit) | $ (8,543,880) | $ 453,621 | $ 11,285,729 | $ 1,091,975 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Deferred Tax Assets, Net of Valuation Allowance | $ 2,393,178 |
Nutex Health Holdco L L C [Member] | |
Operating Loss Carryforwards [Line Items] | |
Other Tax Expense (Benefit) | $ 20,775,898 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator- | ||||
Net income (loss) attributable to common stockholders | $ (422,517,803) | $ 53,793,277 | $ (420,359,806) | $ 118,614,814 |
Denominator: | ||||
Weighted average shares used to compute basic EPS | 649,577,082 | 592,791,712 | 629,787,661 | 592,791,712 |
Dilutive effect of convertible note | 0 | 0 | 0 | 0 |
Dilutive effect of common stock options | 1,211,474 | 0 | 3,594,006 | 0 |
Dilutive effect of common stock warrants | 3,988,330 | 0 | 4,553,437 | 0 |
Weighted average shares used to compute diluted EPS | 654,776,886 | 592,791,712 | 637,935,104 | 592,791,712 |
Earnings (loss) per share: | ||||
Basic | $ (0.65) | $ 0.09 | $ (0.67) | $ 0.20 |
Diluted | $ (0.65) | $ 0.09 | $ (0.67) | $ 0.20 |
Supplemental Cash Flows Infor_3
Supplemental Cash Flows Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 3,402,606 | $ 9,628,189 |
Cash paid for income taxes | 7,595,105 | 336,697 |
Non-cash investing and financing activities: | ||
Acquisition of financing leases | $ 23,603,817 | $ 14,445,400 |
Segment Information (Details)
Segment Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 28,395,058 | $ 117,971,732 | $ 165,570,233 | $ 268,129,646 |
Total segment operating income (loss) | (26,468,446) | 76,008,468 | 12,922,058 | 159,795,643 |
Total capital expenditures | 5,890,738 | 3,491,362 | 22,512,464 | 25,206,117 |
Real estate division | 583,280 | 11,989,212 | 10,471,333 | |
Total depreciation and amortization | 4,330,167 | 1,871,799 | 9,859,513 | 5,873,439 |
Hospital Division [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 21,244,305 | 117,971,732 | 151,976,226 | 268,129,646 |
Total segment operating income (loss) | (26,498,148) | 76,008,468 | 13,149,358 | 159,795,643 |
Total capital expenditures | 0 | 2,031,769 | 3,730,053 | 8,265,586 |
Total depreciation and amortization | 3,748,431 | 652,261 | 8,844,757 | 3,807,644 |
Population Health Management Division [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 7,150,753 | 13,594,007 | 0 | |
Total segment operating income (loss) | 29,702 | 0 | (227,300) | 0 |
Total depreciation and amortization | 431,986 | 0 | 819,970 | 0 |
Real Estate Division [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total capital expenditures | 5,890,738 | 1,459,593 | 18,782,411 | 16,940,531 |
Total depreciation and amortization | $ 149,750 | $ 1,219,538 | $ 194,786 | $ 2,065,795 |
Segment Information (Details 1)
Segment Information (Details 1) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Total Assets | $ 434,517,727 | $ 394,650,043 |
Hospital Division [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 322,557,090 | 287,316,356 |
Population Health Management Division [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 77,298,598 | 0 |
Real Estate Division [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Assets | $ 34,662,039 | $ 107,333,687 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Revenues, Net of Interest Expense | $ 1,506,650 | |||||
Accounts Payable, Related Parties | $ 130,675 | $ 0 | ||||
Payments for Leasing Costs | 3,686,802 | $ 2,723,060 | 9,876,281 | $ 8,096,166 | ||
Other Operating Income | $ 1,245,000 | |||||
Accounts Receivable, Related Parties | 1,684,409 | 1,288,354 | ||||
Revenue from Related Parties | 361,927 | $ 230,100 | 962,898 | 1,104,540 | ||
Physician LLCs [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due from Related Parties | $ 6,657,871 | 1,891,147 | ||||
Accounts Payable, Related Parties | 2,058,701 | 2,675,195 | ||||
Real Estate [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenues, Net of Interest Expense | $ 553,259 | |||||
E R Entities [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts Receivable, Related Parties | $ 162,607 | $ 600,044 |
Variable Interest Entities (VIE
Variable Interest Entities (VIEs) (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Current assets | $ 107,538,538 | $ 154,015,179 |
Property and equipment, net | 72,282,118 | 151,912,500 |
Total assets | 434,517,727 | 394,650,043 |
Current liabilities | 43,828,001 | 37,690,959 |
Long-term liabilities | 24,690,473 | 78,821,985 |
Total liabilities | 301,989,725 | 203,069,033 |
Equity | 110,485,121 | 114,651,306 |
Total liabilities and equity | 434,517,727 | 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 | 22,572,792 | 10,959,090 |
Property and equipment, net | 12,064,747 | 32,182,902 |
Other long-term assets | 24,500 | |
Total assets | 34,662,039 | 172,012,691 |
Current liabilities | 2,204,659 | 6,666,690 |
Long-term liabilities | 10,041,904 | 68,850,689 |
Total liabilities | 12,246,563 | 75,517,379 |
Equity | 22,415,476 | 96,495,312 |
Total liabilities and equity | 34,662,039 | 172,012,691 |
Long-term assets | 128,870,699 | |
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 | 8,597,506 | 22,035,457 |
Property and equipment, net | 3,668 | 0 |
Other long-term assets | 0 | |
Total assets | 8,601,174 | 22,039,736 |
Current liabilities | 11,561,428 | 5,070,706 |
Long-term liabilities | 0 | 930,000 |
Total liabilities | 11,561,428 | 6,000,706 |
Equity | (2,960,254) | 16,039,030 |
Total liabilities and equity | 8,601,174 | 22,039,736 |
Long-term assets | $ 4,279 | |
Variable Interest Entity, Primary Beneficiary [Member] | A H P I P A [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Current assets | 26,224,436 | |
Property and equipment, net | 0 | |
Other long-term assets | 16,851,619 | |
Total assets | 43,076,055 | |
Current liabilities | 3,041,530 | |
Long-term liabilities | 30,680 | |
Total liabilities | 3,072,210 | |
Equity | 40,003,845 | |
Total liabilities and equity | $ 43,076,055 |
Variable Interest Entities (Det
Variable Interest Entities (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment, Net | $ 72,282,118 | $ 151,912,500 |
Other Assets | 445,789 | 456,085 |
Liabilities | 301,989,725 | 203,069,033 |
Stockholders' Equity Attributable to Noncontrolling Interest | 22,042,881 | $ 76,929,704 |
Real Estate Entities [Member] | ||
Cash | 2,421,212 | |
Property, Plant and Equipment, Net | 98,086,690 | |
Other Assets | 533,874 | |
Liabilities | 69,638,778 | |
Stockholders' Equity Attributable to Noncontrolling Interest | $ 31,402,998 |