UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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NUTEX HEALTH INC.
FORM 10-Q
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28 | |
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INTRODUCTORY NOTE
Unless the context dictates otherwise, references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us,” “our,” and similar words are references to Nutex Health Inc. (formerly known as Clinigence Holdings, Inc.), a Delaware corporation, and its consolidated subsidiaries and affiliated entities, as appropriate, including its consolidated variable interest entities (“VIEs”) and “Nutex” refers to Nutex Health Inc.
Effective as of 11:59 p.m. Eastern time on April 9, 2024, the Company effected a 1-15 reverse stock split and effective as of 11:59 p.m. Eastern time on July 2, 2024, the Company effected an additional 1-10 reverse stock split (the “2024 Reverse Stock Splits”).
Unless otherwise indicated, all authorized, issued, and outstanding stock and per share amounts referred to in this Quarterly Report on Form 10-Q have been adjusted to reflect the 2024 Reverse Stock Splits for all prior periods presented. Proportionate adjustments for the 2024 Reverse Stock Splits were made to the exercise prices and number of shares issuable under the Company’s equity incentive plans, and the number of shares underlying outstanding equity awards, as applicable. See Note 19 for information and disclosures relating to adjustments related to the 2024 Reverse Stock Splits.
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, changes in laws or regulations applicable to our operations, any statements about our business, financial condition, operating results, plans, objectives, expectations and intentions, any guidance on, or projections of, earnings, revenue or other financial items, or otherwise, and our future liquidity, including cash flows; any statements of any plans, strategies, and objectives of management for future operations, such as the material opportunities that we believe exist for our Company; any statements concerning proposed services, developments, mergers or acquisitions; or strategic transactions; any statements regarding management’s view of future expectations and prospects for us; any statements about prospective adoption of new accounting standards or effects of changes in accounting standards; any statements regarding future economic conditions or performance; any statements of belief; any statements of assumptions underlying any of the foregoing; and other statements that are not historical facts. Forward-looking statements may be identified by the use of forward-looking terms such as “anticipate,” “could,” “can,” “may,” “might,” “potential,” “predict,” “should,” “estimate,” “expect,” “project,” “believe,” “think,” “plan,” “envision,” “intend,” “continue,” “target,” “seek,” “contemplate,” “budgeted,” “will,” “would,” and the negative of such terms, other variations on such terms or other similar or comparable words, phrases, or terminology. These forward-looking statements present our estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q and are subject to change.
Forward-looking statements involve risks and uncertainties and are based on the current beliefs, expectations, and certain assumptions of management. Some or all of such beliefs, expectations, and assumptions may not materialize or may vary significantly from actual results. Such statements are qualified by important economic, competitive, governmental, and technological factors that could cause our business, strategy, or actual results or events to differ materially from those in our forward-looking statements. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under, but not limited to, the heading “Item 1A. Risk Factors” included in this Quarterly Report, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and in the Annual Report of Nutex Health Inc. on Form 10-K for the year ended December 31, 2023 and other filings of the Company with the United States Securities and Exchange Commission. Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change, and significant risks and uncertainties that could cause actual conditions, outcomes, and results to differ materially from those indicated by such statements. Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
NUTEX HEALTH INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30, 2024 | December 31, 2023 | |||||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Accounts receivable |
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Accounts receivable - related parties |
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Inventories |
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Prepaid expenses and other current assets | | | ||||
Total current assets | | | ||||
Property and equipment, net | | | ||||
Operating right-of-use assets | | | ||||
Finance right-of-use assets |
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Intangible assets, net | | | ||||
Goodwill, net |
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Other assets | | | ||||
Total assets | $ | | $ | | ||
Liabilities and Equity |
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Current liabilities: |
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Accounts payable | $ | | $ | | ||
Accounts payable - related parties |
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Lines of credit |
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Current portion of long-term debt |
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Operating lease liabilities, current portion | | | ||||
Finance lease liabilities, current portion | | | ||||
Accrued expenses and other current liabilities | |
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Total current liabilities |
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Long-term debt, net | | | ||||
Warrant liability | | - | ||||
Operating lease liabilities, net | | | ||||
Finance lease liabilities, net | | | ||||
Deferred tax liabilities | | | ||||
Total liabilities |
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Commitments and contingencies | ||||||
Equity: | ||||||
Common stock, $ | | | ||||
Additional paid-in capital | | | ||||
Accumulated deficit | ( | ( | ||||
Nutex Health Inc. equity | | | ||||
Noncontrolling interests |
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Total equity | | | ||||
Total liabilities and equity | $ | | $ | | ||
See accompanying notes to the unaudited condensed consolidated financial statements.
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NUTEX HEALTH INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Revenue: | ||||||||||||
Hospital division | $ | | $ | | $ | | $ | | ||||
Population health management division | | | | | ||||||||
Total revenue | | | | | ||||||||
Operating costs and expenses: |
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Payroll and benefits | | | | | ||||||||
Contract services | | | | | ||||||||
Medical supplies | | | | | ||||||||
Depreciation and amortization |
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Other | | | | | ||||||||
Total operating costs and expenses | | | | | ||||||||
Gross profit | | | | | ||||||||
Corporate and other costs: | ||||||||||||
Facilities closing costs | - | - | - | | ||||||||
Stock-based compensation expense | ( | | ( | | ||||||||
Impairment of assets | | - | | - | ||||||||
Impairment of goodwill | | - | | - | ||||||||
General and administrative expenses | | | | | ||||||||
Total corporate and other costs | | | | | ||||||||
Operating income (loss) |
| | ( |
| | ( | ||||||
Interest expense, net | | | | | ||||||||
Gain on warrant liability | ( | - | ( | - | ||||||||
Other (income) expense |
| ( |
| ( |
| ( |
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Income (loss) before taxes | | ( | | ( | ||||||||
Income tax expense (benefit) | | ( | | ( | ||||||||
Net income (loss) | | ( | | ( | ||||||||
Less: net income (loss) attributable to noncontrolling interests | | ( | | ( | ||||||||
Net loss attributable to Nutex Health Inc. | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Loss per common share: | ||||||||||||
Basic | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||
See accompanying notes to the unaudited condensed consolidated financial statements.
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NUTEX HEALTH INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
Common Stock | Additional Paid-in | Accumulated | Noncontrolling | Total | |||||||||||||
| Shares |
| Amount |
| Capital |
| Deficit |
| Interests |
| Equity | ||||||
Balance at December 31, 2022 | | $ | | $ | | $ | ( | $ | | $ | | ||||||
Deconsolidation of Real Estate Entity | — | — | — | — | ( | ( | |||||||||||
Common stock issued for exercise of warrants | | | ( | — | — | — | |||||||||||
Common stock issued to Apollo Medical Holdings, Inc. | | | | — | — | | |||||||||||
Contributions | — | — | — | — | | | |||||||||||
Distributions | — | — | — | — | ( | ( | |||||||||||
Net loss | — | — | — | ( | ( | ( | |||||||||||
Balance at March 31, 2023 | | $ | | $ | | $ | ( | $ | | $ | | ||||||
Common stock issued for exercise of warrants | | | ( | — | — | — | |||||||||||
Debt conversion to common stock | | | | — | — | | |||||||||||
Restricted stock awards issued for compensation | | | | — | — | | |||||||||||
Contributions | — | — | — | — | | | |||||||||||
Distributions | — | — | — | — | ( | ( | |||||||||||
Net loss | — | — | — | ( | ( | ( | |||||||||||
Balance at June 30, 2023 | | $ | | $ | | $ | ( | $ | | $ | | ||||||
Balance at December 31, 2023 | | $ | | $ | | $ | ( | $ | | $ | | ||||||
Common stock issued for Employee Stock Purchase Plan | | | | — | — | | |||||||||||
Common stock issuance | | | | — | — | | |||||||||||
Debt conversion to common stock | | | | — | — | | |||||||||||
Stock-based compensation | — | — | | — | — | | |||||||||||
Vesting of Restricted Stock Units | | | ( | — | — | — | |||||||||||
Reverse stock split adjustment | | | ( | — | — | — | |||||||||||
Distributions | — | — | — | — | ( | ( | |||||||||||
Net loss | — | — | — | ( | ( | ( | |||||||||||
Balance at March 31, 2024 | | $ | | $ | | $ | ( | $ | | $ | | ||||||
Common stock received in sale of business | ( | ( | ( | — | — | ( | |||||||||||
Common stock issued for Employee Stock Purchase Plan | | | | — | — | | |||||||||||
Common stock issued for acquisition | | | | — | — | | |||||||||||
Stock-based compensation | — | — | ( | — | — | ( | |||||||||||
Reverse stock split adjustment | | | ( | — | — | — | |||||||||||
Contributions | — | — | — | — | | | |||||||||||
Distributions | — | — | — | — | ( | ( | |||||||||||
Net income (loss) | — | — | — | ( | | | |||||||||||
Balance at June 30, 2024 | | | | ( | | |
See accompanying notes to the unaudited condensed consolidated financial statements.
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NUTEX HEALTH INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended June 30, | ||||||
| 2024 |
| 2023 | |||
Cash flows from operating activities: | ||||||
Net income (loss) | $ | | $ | ( | ||
Adjustments to reconcile net loss to net cash from operating activities: |
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Depreciation and amortization |
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Gain on warrant liability | ( | - | ||||
Impairment of goodwill | | - | ||||
Impairment of assets | | - | ||||
Derecognition of goodwill | | - | ||||
Stock-based compensation expense | ( | | ||||
Deferred tax benefit |
| ( | ( | |||
Debt accretion expense |
| | | |||
Loss on lease termination | - | | ||||
Non-cash lease expense (income) | ( | | ||||
Changes in operating assets and liabilities, net of the effects of acquisitions: | ||||||
Accounts receivable | ( | | ||||
Accounts receivable - related party |
| ( | ( | |||
Inventories | | | ||||
Prepaid expenses and other current assets |
| ( | ( | |||
Accounts payable |
| ( | ( | |||
Accounts payable - related party | | | ||||
Accrued expenses and other current liabilities | | | ||||
Net cash from operating activities | | | ||||
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Cash flows from investing activities: |
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Acquisitions of property and equipment |
| ( | ( | |||
Cash related to sale of business | ( | - | ||||
Cash related to deconsolidation of Real Estate Entities | - | ( | ||||
Net cash from investing activities | ( | ( | ||||
Cash flows from financing activities: | ||||||
Proceeds from lines of credit | | | ||||
Proceeds from notes payable | | | ||||
Repayments of lines of credit | ( | ( | ||||
Repayments of notes payable | ( | ( | ||||
Repayments of finance leases |
| ( | ( | |||
Proceeds from common stock issuance, net issuance costs | | - | ||||
Members' contributions | | | ||||
Members' distributions | ( | ( | ||||
Net cash from financing activities | | | ||||
Net change in cash and cash equivalents | | ( | ||||
Cash and cash equivalents - beginning of the period | | | ||||
Cash and cash equivalents - end of the period | $ | | $ | | ||
See accompanying notes to the unaudited condensed consolidated financial statements.
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NUTEX HEALTH INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 – Organization and Operations
Nutex Health Inc. (“Nutex Health” or the “Company”), is a physician-led, healthcare services and operations company with
We employ approximately
Merger of Nutex Health Holdco LLC and Clinigence Holdings, Inc. On April 1, 2022, the merger (the “Merger”) of Nutex Health Holdco LLC and Clinigence Holdings, Inc. (“Clinigence”) was completed pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) entered on November 23, 2021 between Clinigence, Nutex Acquisition LLC, a Delaware limited liability company and wholly-owned subsidiary of Clinigence, Nutex, Micro Hospital Holding LLC (solely for the purposes of certain sections of the Merger Agreement), Nutex Health Holdco LLC and Thomas Vo, M.D., solely in his capacity as the representative of the equity holders of Nutex Health Holdco LLC.
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
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
After completing the merger, Clinigence was renamed Nutex Health Inc.
2024 Reverse Stock Splits.
1:15 Reverse stock split. The Company’s Board of Directors determined to effect a reverse stock split of the common stock at a -for-15 ratio (the “:15 Reverse Stock Split”) effective as of 11:59 pm Eastern time on April 9, 2024. The stockholders of the Company at its annual meeting on June 29, 2023 had approved a reverse stock split within a range of :2 and :15 to be effected within one year of approval at the discretion of the Board. The Company’s common stock began trading on The Nasdaq Capital Market on a post:15 Reverse Stock Split basis under the Company’s existing trading symbol “NUTX” at the open of the market on April 10, 2024. The :15 Reverse Stock Split was implemented for the purpose of regaining compliance with the minimum bid price requirement for continued listing of the Company’s common stock on The Nasdaq Capital Market.
1:10 Reverse stock split. In addition, the Company’s Board of Directors determined to effect a reverse stock split of the common stock at a -for-10 ratio (the “:10 Reverse Stock Split”) effective as of 11:59 pm Eastern time on July 2, 2024. The Company’s stockholders, at the annual meeting on June 17, 2024, had approved a reverse stock split within a range of :2 and :16 to be effected within one year of approval at the discretion of the Board. This :10 Reverse Stock Split is
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in addition to the Company’s previous :15 Reverse Stock Split as discussed above. The Company’s common stock began trading on The Nasdaq Stock Market on a post:10 Reverse Stock Split basis under the Company’s existing trading symbol “NUTX” at the open of the market on July 3, 2024. The :10 Reverse Stock Split was also implemented for the purpose of regaining compliance with the minimum bid price requirement for continued listing of the Company’s common stock on The Nasdaq Capital Market.
As a result of both the :15 Reverse Stock Split and :10 Reverse Stock Split (collectively, the “2024 Reverse Stock Splits”) the number of shares of common stock outstanding was reduced to
Unless otherwise indicated, all authorized, issued, and outstanding stock and per share amounts contained in the accompanying condensed consolidated financial statements have been adjusted to reflect the 2024 Reverse Stock Splits for all prior periods presented. Proportionate adjustments for the 2024 Reverse Stock Splits were made to the exercise prices and number of shares issuable under the Company’s equity incentive plans, and the number of shares underlying outstanding equity awards, as applicable. See Note 19 for information and disclosures relating to adjustments related to the 2024 Reverse Stock Splits.
On July 24, 2024, Company received written notice (the “Compliance Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires that companies listed on the Nasdaq Stock Market maintain a minimum bid price of $1.00 per share. Nasdaq notified the Company in the Compliance Notice that, from July 3, 2024 to July 23, 2024, the closing bid price of the Company’s common stock had been $1.00 per share or greater and, accordingly, the Company had regained compliance with Nasdaq Listing Rule 5550(a)(2) and that the matter was now closed.
Note 2 - Summary of Significant Accounting Policies
Basis of presentation. 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.
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. Since the second quarter of 2022, we have deconsolidated
The Company has no direct or indirect ownership interest in the consolidated Physician LLCs or Real Estate Entities, so
The population health management division includes our management services 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”) because AHP is the primary beneficiary of its operations and has
All significant intercompany balances and transactions have been eliminated in consolidation.
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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, 2023 and 2022.
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.
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 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. The Company has $
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.
There were no assets or liabilities that were re-measured at fair value on a non-recurring basis during the periods presented.
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
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Reclassifications. Financial statements presented for prior periods include reclassifications that were made to conform to the current year presentation.
Recent accounting pronouncements.
In November 2023, the FASB issued Accounting Standards Update 2023-07, “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires disclosures of significant expenses by segment and interim disclosure of items that were previously required only on an annual basis. ASU 2023-07 is to be applied on a retrospective basis and is effective for our 2024 annual Consolidated Financial Statements and interim periods beginning in 2025.
In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional income tax rate reconciliation and income taxes paid disclosures. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.
We are evaluating the impacts ASUs 2023-07 and 2023-09 will have on disclosures in our financial statements.
Note 3 – Divestitures
Sale of Procare Health, Inc. On May 30, 2024, the Company completed the sale of Procare Health, Inc. (“Procare”), a wholly-owned subsidiary of Nutex, to an individual buyer. As consideration for the transaction, the buyer will pay the Company $
Clinigence Health, Inc. and Letter of Intent. The Company signed a non-binding letter of intent (“LOI”) with a third-party limited liability company to commence the negotiations for the sale of Clinigence Health, Inc. (“Clinigence Health”), a wholly-owned subsidiary of Nutex. The sale is expected to be completed in the third quarter of 2024. The Company recognized an impairment on definite-lived intangible assets of $
Note 4 – Revenue
We disaggregate revenue from contracts with customers into types of services or products, consistent with our reportable segments, as follows:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Hospital division revenue | | | | | ||||||||
Population health management division revenue | | | | | ||||||||
Total revenue | $ | | $ | | $ | | $ | | ||||
Hospital division revenue. We receive payment for facility services rendered by us from federal agencies, private insurance carriers, and patients. The Physician LLCs receive payment for doctor services from these same sources. On average, greater than
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third parties. The remaining revenue is paid by our patients in the form of copays, deductibles, and self-payment. We generally operate as an out-of-network provider and, as such, do not have negotiated reimbursement rates with insurance companies.
For three and six months ended June 30, 2024, the Company recorded approximately $
The following tables present the allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2024 |
| 2023 | 2024 |
| 2023 | |||||||
Insurance | ||||||||||||
Self pay | ||||||||||||
Workers compensation |
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Medicare/Medicaid | ||||||||||||
Total | ||||||||||||
Note 5 - Property and Equipment
The principal categories of property and equipment, net are summarized as follows:
Useful | June 30, | December 31, | ||||||
Life (years) | 2024 |
| 2023 | |||||
Buildings and improvements | $ | | $ | | ||||
Land | - |
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Leasehold improvements |
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Construction in progress | - |
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Medical equipment |
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Office furniture and equipment |
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Computer hardware and software | | | ||||||
Vehicles |
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Signage |
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Total cost |
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Less: accumulated depreciation |
| ( | ( | |||||
Total property and equipment, net | $ | | $ | | ||||
We consolidate
Depreciation and amortization of property and equipment for the three months ended June 30, 2024 and 2023 totaled $
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Note 6 – Intangible Assets and Goodwill
Intangible Assets. The following tables provide detail of the Company’s intangible assets:
Gross | Accumulated | Net Carrying | Weighted Average | |||||||||
June 30, 2024 | Carrying Amount | Amortization | Amount | Useful Life (in years) | ||||||||
Amortizing intangible assets: | ||||||||||||
Member relationships | $ | | $ | | $ | | ||||||
Trademarks | | | | |||||||||
Total | $ | | $ | | $ | | ||||||
December 31, 2023 | ||||||||||||
Amortizing intangible assets: | ||||||||||||
Member relationships | $ | | $ | | $ | | ||||||
Management contracts | | | | |||||||||
Customer contracts | | | | |||||||||
Trademarks | | | | |||||||||
PHP technology | | | | |||||||||
Total | $ | | $ | | $ | | ||||||
Amortization of intangible assets for the three months ended June 30, 2024 and 2023 totaled $
Certain intangible assets were impaired upon the sale of Procare and pending sale of Clinigence Health, recognized in the second quarter of 2024, totaling $
Goodwill. The carrying amount of goodwill, by operating segment is as follows:
Hospital Division | Population Health Management Division | Total | |||||||
Balance as of December 31, 2023 | |||||||||
Goodwill | $ | | $ | | $ | | |||
Accumulated impairment losses | ( | ( | ( | ||||||
- | | | |||||||
Purchase accounting adjustments | - | | | ||||||
Impairment of goodwill | - | ( | ( | ||||||
Derecognition of goodwill | - | ( | ( | ||||||
Balance as of June 30, 2024 | |||||||||
Goodwill | | | | ||||||
Accumulated impairment losses | ( | ( | ( | ||||||
$ | - | $ | | $ | | ||||
The purchase accounting adjustments of $
The impairment of goodwill of $
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derecognition of goodwill of $
Due to the sale of Procare, the Company tested for impairment the remaining goodwill in the Population Health Management Division of $
Note 7 – Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
| June 30, | December 31, | ||||
2024 |
| 2023 | ||||
Accrued wages and benefits | $ | | $ | | ||
Accrued supplier expenses | | | ||||
Accrued medical insurance claims | | | ||||
Accrued taxes | | | ||||
Accrued other |
| | | |||
Total accrued expenses and other current liabilities | $ | | $ | | ||
Note 8 – Debt
The Company’s outstanding debt is shown in the following table:
Maturity | Interest | June 30, | December 31, | ||||||
Dates | Rates | 2024 | 2023 | ||||||
Term loans secured by all assets | 07/2024 - 10/2027 | $ | | $ | | ||||
Term loans secured by property and equipment | 07/2024 - 10/2028 | | | ||||||
Term loan secured by deposits | 07/2024 | | - | ||||||
Line of credit secured by all assets | 07/2024 - 09/2024 | | | ||||||
Term loans of consolidated Real Estate Entities | 05/2028 - 03/2037 | | | ||||||
Unsecured convertible term notes | 10/2025 | | | ||||||
Pre-paid advance (convertible debt) | 03/2024 | - | | ||||||
Total | | | |||||||
Less: unamortized issuance costs and discount | | | |||||||
Less: short-term lines of credit | | | |||||||
Less: current portion of long-term debt | | | |||||||
Total long-term debt | $ | | $ | | |||||
Term loans and lines of credit. We have entered into private debt arrangements with banking institutions for the purchase of equipment and to provide working capital and liquidity through cash and lines of credit. Unless otherwise delineated above, these debt arrangements are obligations of Nutex and/or its majority-owned subsidiaries. Consolidated Real Estate Entities have entered into private debt arrangements with banking institutions for purposes of purchasing land, constructing new emergency room facilities and building out leasehold improvements which are leased to our hospital entities. Nutex is a guarantor or, in limited cases, a co-borrower on the debt arrangements of the Real Estate
14
Entities for the periods shown. Since the second quarter of 2022, we have deconsolidated
Certain outstanding debt arrangements require minimum debt service coverage ratios and other financial covenants. At June 30, 2024, we were not in compliance with the debt service coverage ratio for one term loan with an outstanding balance of $
Pre-Paid Advance Agreement (convertible debt).
On April 11, 2023, the Company entered into a Pre-Paid Advance Agreement (the “PPA”) with YA II PN, Ltd. (“Yorkville”) pursuant to which the Company requested an advance of $
The Company, at its option, has the right, but not the obligation, to repay early in cash a portion or all amounts outstanding under any Pre-Paid Advance, provided that the VWAP of the Common Stock is less than the Fixed Price during a period of
On April 11, 2023, the Company requested a $
As a result of the Pre-Paid Advance, the Company (i) issued
September 2023 Convertible Debt Issuance.
From September 2023 to December 2023, the Company conducted a private offering of convertible notes (“Unsecured Convertible Term Notes”) and warrants (“Warrants”) to accredited investors (the “Holders”) as defined in Rule 501 under the 1933 Act and issued Unsecured Convertible Term Notes convertible into an aggregate of
On March 26, 2024, the Company and the Holders agreed to amend the conversion price of the Unsecured Convertible Term Notes and exercise price of the Warrants to $
15
Reverse Stock Splits) and the placement agent Warrants exercisable for
The Unsecured Convertible Term Notes bear an annual interest rate of
The Company appointed Emerson Equity LLC as placement agent for the September 2023 Private Offering. Per the Placement Agent Agreement, the Company agrees to pay (i) a cash commission equal to
The net carrying amount of the Unsecured Convertible Term Notes was $
Note 9 – Leases
We have entered into hospital property, office and equipment rental agreements with various lessors including related parties. The following tables disclose information about our leases of property and equipment:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2024 |
| 2023 | 2024 |
| 2023 | |||||||
Operating lease cost | $ | | $ | | $ | | $ | | ||||
Finance lease cost: | ||||||||||||
Amortization of right-of-use assets | $ | | $ | | $ | | $ | | ||||
Interest on lease liabilities | | | | | ||||||||
Total finance lease cost | $ | | $ | | $ | | $ | | ||||
Note 10 – Commitments and Contingencies
Litigation. From time to time, the Company, its consolidated subsidiaries or VIEs may be named in various claims and legal actions in the normal course of business. Based upon counsel and management’s opinion, the outcome of such matters is not expected to have a material adverse effect on the consolidated financial statements.
Note 11 – Stock-based Compensation
In 2023, the stockholders of the Company approved the Amended and Restated Nutex Health Inc. 2023 Equity Incentive Plan (the “2023 Plan”), providing a total of
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compensation committee of our Board of Directors. During the second quarter of 2024, the number of shares to be issued under the 2023 Plan increased to
Obligations for under-construction and ramping hospitals. Under the terms of the Contribution Agreements, contributing owners of the under-construction hospitals and ramping hospitals are eligible to receive a one-time additional issuance of Company common stock.
| ● | With respect to ramping hospitals that were acquired before the Merger, 24 months after the opening date (the “Determination Date”) of the applicable ramping hospital, such owner is eligible to receive such owner’s pro rata share of a number of shares of Company Common Stock equal to (i) the trailing twelve months earnings before interest, taxes, depreciation and amortization on the respective Determination Date, multiplied by (ii) |
| ● | With respect to under construction hospitals that were acquired before the Merger, contributing owners of under construction hospitals will be eligible to receive, on the Determination Date, 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 of the Determination Date multiplied by (ii) |
We recognized a credit adjustment to prior accrued stock-based compensation expense for three and six months ended June 30, 2024 of $
Options. The following table summarizes stock-based awards activity:
Weighted Average | |||||||||
Options | Weighted Average | Remaining Contractual | |||||||
Outstanding | Exercise Price | Life (Years) | |||||||
Options outstanding at December 31, 2022 | | $ | | ||||||
Options exercised | — | — | |||||||
Options cancelled | — | — | |||||||
Options outstanding at June 30, 2023 | | $ | | ||||||
Options outstanding at December 31, 2023 | | $ | | ||||||
Options exercised | — | — | |||||||
Options cancelled | — | — | |||||||
Options outstanding at June 30, 2024 | | $ | | ||||||
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Options outstanding as of June 30, 2024 consisted of:
Expiration | Number | Number | Exercise | ||||||
Date | Outstanding | Exercisable | Price | ||||||
January 21, 2025 | $ | | |||||||
January 21, 2025 | | ||||||||
January 21, 2025 | | ||||||||
January 27, 2027 | | ||||||||
May 11, 2027 | | ||||||||
June 9, 2027 | | ||||||||
January 28, 2028 | | ||||||||
August 4, 2029 | | ||||||||
January 27, 2030 | | ||||||||
June 30, 2030 | | ||||||||
January 28, 2031 | | ||||||||
February 28, 2031 | | ||||||||
September 9, 2031 | | ||||||||
December 17, 2031 | | ||||||||
Total | | | |||||||
Restricted Stock Units. On April 1, 2023, the Company issued
On June 16, 2024, the Company issued
For grants of restricted stock units, we recognize compensation expense over the applicable vesting period equal to the fair value of our common stock at grant date. Grants of restricted stock units generally vest third per year on each of the first
Shares |
| Weighted Average Grant-Date Fair Value Per Share | ||||
Non-vested awards, December 31, 2022 | — | — | ||||
Granted | | $ | | |||
Vested |
| ( | | |||
Non-vested awards, June 30, 2023 | | $ | | |||
Non-vested awards, December 31, 2023 | | $ | | |||
Granted | | | ||||
Vested | ( | | ||||
Non-vested awards, June 30, 2024 | | $ | | |||
18
As of June 30, 2024, we estimate $
Employee Stock Purchase Plan. In May 2023, the Board of Directors adopted the 2023 Employee Stock Purchase Plan (“2023 ESPP”), which was subsequently approved by the Company’s stockholders and became effective in June 2023. The 2023 ESPP authorizes the initial issuance of up to
Note 12 – Equity
We are authorized to issue up to a total of
Common Stock Issued. Following is a discussion of common stock issuances during the periods presented:
Securities Purchase Agreement.
On January 22, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single healthcare focused institutional investor for the sale by the Company of
The Warrants have an exercise price of $
The gross proceeds to the Company from the offering were $
The Company used the Black-Scholes option model to compute the fair value (level 3) of the Warrants, with inputs including volatility (approximately
19
Under the Purchase Agreement, if the Company, at any time while the Warrants are outstanding, combines (including by way of reverse share split) outstanding shares of common stock into a smaller number, then, on the tenth trading day following, the exercise price will be reduced, and only reduced, to the lesser of (i) the then exercise price and (ii)
Warrants. During the three and six months ended June 30, 2024, as part of the Securities Purchase Agreement, the Company issued warrants to purchase
Weighted Average | |||||||||
Warrants | Weighted Average | Remaining Contractual | |||||||
Outstanding | Exercise Price | Life (years) | |||||||
Warrants outstanding at December 31, 2022 | | $ | | ||||||
Warrants exercised | ( | | |||||||
Warrants expired | ( | | |||||||
Warrants outstanding at June 30, 2023 | | $ | | ||||||
Warrants outstanding at December 31, 2023 | | $ | | ||||||
Warrants issued | | | |||||||
Warrants amended | | | |||||||
Warrants outstanding at June 30, 2024 | | $ | | ||||||
Warrants outstanding as of June 30, 2024 consisted of:
Expiration | Number | Number | Exercise | ||||||
Date | Outstanding | Exercisable | Price | ||||||
December 31, 2024 | | | $ | | |||||
October 31, 2025 | | | | ||||||
October 31, 2025 | | | | ||||||
February 26, 2026 | | | | ||||||
July 31, 2026 | | | | ||||||
May 31, 2027 | | | | ||||||
September 30, 2029 | | | | ||||||
October 31, 2029 | | | | ||||||
November 30, 2029 | | | | ||||||
December 31, 2029 | | | | ||||||
January 25, 2029 | | | | ||||||
Total | | | |||||||
20
Note 13 – 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.
Our effective tax rate for the three and six months ended June 30, 2024 was
Note 14 – Earnings per Share
The following is the computation of loss per basic and diluted share:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2024 |
| 2023 | 2024 |
| 2023 | |||||||
Amounts attributable to Nutex Health Inc.: | ||||||||||||
Numerator: | ||||||||||||
Net loss attributable to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Denominator: | ||||||||||||
Weighted average shares used to compute basic EPS | | | | | ||||||||
Loss per share: | ||||||||||||
Basic | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Due to antidilution, the computation of diluted earnings per common share excludes the
21
Note 15 - Supplemental Cash Flows Information
Six Months Ended June 30, | ||||||
2024 |
| 2023 | ||||
Cash paid for interest | $ | | $ | | ||
Cash paid for income taxes | | | ||||
Non-cash investing and financing activities: | ||||||
Financed capital expenditures | | | ||||
Acquisition of finance leases | | | ||||
Exercise of warrants on cashless basis | - | | ||||
Issuance of restricted stock units | - | | ||||
Issuance of common stock to Apollo Medical Holdings, Inc. | - | | ||||
Deconsolidation of Real Estate Entity | - | | ||||
Warrant liability related to common stock issuance | | - | ||||
Reverse stock split adjustment | | - | ||||
Common stock issued for Employee Stock Purchase Plan | | - | ||||
Convertible debt converted to common stock | | | ||||
Payment for acquisition in common stock | | - | ||||
Common stock received in sale of business | | - | ||||
Note 16 – Segment Information
We report the results of our operations as
Reportable segment information, including intercompany transactions, is presented below:
June 30, | December 31, | |||||
2024 | 2023 | |||||
Assets: | ||||||
Hospital division | $ | | $ | | ||
Population health management division | | | ||||
Real estate division | | | ||||
Total Assets | $ | | $ | | ||
22
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2024 |
| 2023 | 2024 |
| 2023 | |||||||
Revenue from external customers: | ||||||||||||
Hospital division | $ | | $ | | $ | | $ | | ||||
Population health management division | | | | | ||||||||
Total revenue | $ | | $ | | $ | | $ | | ||||
Segment operating income (loss): | ||||||||||||
Hospital division | | | | | ||||||||
Population health management division | ( | | ( | | ||||||||
Total segment operating income | $ | | $ | | $ | | $ | | ||||
Capital expenditures: | ||||||||||||
Hospital division | | | | | ||||||||
Real estate division | - | - | - | - | ||||||||
Total capital expenditures | $ | | $ | | $ | | $ | | ||||
Revenue from inter-segment activities: | ||||||||||||
Real estate division | $ | ( | $ | | $ | | $ | | ||||
Depreciation and amortization: | ||||||||||||
Hospital division | | | | | ||||||||
Population health management division | | | | | ||||||||
Real estate division | | | | | ||||||||
Total depreciation and amortization | $ | | $ | | $ | | $ | | ||||
Note 17 – Related Party Transactions
Related party transactions included the following:
| ● | The Physician LLCs employ the doctors who work in our hospitals. We have no direct ownership interest in these entities, but they are owned and, in some instances, controlled by related parties including our CEO, Dr. Thomas Vo. The Physician LLCs are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to them in the event of cash shortages and received the benefit of their cash surpluses. |
The Physician LLCs had outstanding obligations to their member owners, who are also Company stockholders. These outstanding obligations primarily represent contributions for facilities currently under construction totaling $
| ● | 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 8. During the three and six months ended June 30, 2024, we made cash payments for these lease obligations totaling $ |
| ● | 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 |
23
| including our CEO. We deconsolidated |
| ● | Accounts receivable – related party included $ |
| ● | Micro Hospital Holding LLC, an affiliate controlled by our CEO, and 2GT PLLC, an affiliate controlled by a physician partner, made advances to one of our hospital facilities, SE Texas ER. These advances totaled $ |
| ● | Accounts payable – related party in our consolidated balance sheets included $ |
| ● | We provided managerial services to emergency centers owned and, in some instances, controlled by related parties including an entity controlled by our CEO during 2023. In the three and six months ended June 30, 2023, we recognized $ |
| ● |
Note 18 – Variable Interest Entities
The following tables provide the balance sheet amounts for consolidated VIEs:
June 30, 2024 | ||||||||
Real Estate | Physician | AHISP | ||||||
Entities | LLCs | IPA | ||||||
Current assets | $ | | $ | | $ | | ||
Property and equipment, net | - | | | |||||
Other long-term assets | | - | - | |||||
Total assets | $ | | $ | | $ | | ||
Current liabilities | | | | |||||
Long-term liabilities | | - | - | |||||
Total liabilities | | | | |||||
Equity | | | - | |||||
Total liabilities and equity | $ | | $ | | $ | | ||
24
December 31, 2023 | ||||||||
Real Estate | Physician | AHISP | ||||||
Entities | LLCs | IPA | ||||||
Current assets | $ | | $ | | $ | | ||
Property and equipment, net | - | | | |||||
Long-term assets | | - | | |||||
Total assets | $ | | $ | | $ | | ||
Current liabilities | | | | |||||
Long-term liabilities | | - | - | |||||
Total liabilities | | | | |||||
Equity | | | - | |||||
Total liabilities and equity | $ | | $ | | $ | | ||
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. As of June 30, 2024,
The Real Estate Entity we deconsolidated in the first quarter of 2023 had $
Note 19 - Subsequent Events
The Company has evaluated subsequent events through the filing of this report and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements, except the following:
1:10 Reverse stock split. The Company’s Board of Directors determined to effect a reverse stock split of the common stock at a -for-10 ratio (the “:10 Reverse Stock Split”) effective as of 11:59 pm Eastern time on July 2, 2024. The Company’s stockholders, at the annual meeting on June 17, 2024, had approved a reverse stock split within a range of :2 and :16 to be effected within one year of approval at the discretion of the Board. This :10 Reverse Stock Split is in addition to the Company’s previous :15 Reverse Stock Split as discussed above. The Company’s common stock began trading on The Nasdaq Stock Market on a post:10 Reverse Stock Split basis under the Company’s existing trading symbol “NUTX” at the open of the market on July 3, 2024. The :10 Reverse Stock Split was also implemented for the purpose of regaining compliance with the minimum bid price requirement for continued listing of the Company’s common stock on The Nasdaq Capital Market.
As a result of both the :15 Reverse Stock Split (occurred on April 10, 2024) and :10 Reverse Stock Split (collectively, the “2024 Reverse Stock Splits”) the number of shares of common stock outstanding was reduced to
25
inclusive of whole shares issued for fractional shares, and the number of authorized shares of common stock remains
On July 24, 2024, Company received written notice (the “Compliance Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires that companies listed on the Nasdaq Stock Market maintain a minimum bid price of $1.00 per share. Nasdaq notified the Company in the Compliance Notice that, from July 3, 2024 to July 23, 2024, the closing bid price of the Company’s common stock had been $1.00 per share or greater and, accordingly, the Company had regained compliance with Nasdaq Listing Rule 5550(a)(2) and that the matter was now closed.
Unless otherwise noted, share numbers and per share amounts in these financial statements reflect the 2024 Reverse Stock Splits.
The impacts of the 2024 Reverse Stock Splits were applied retroactively for all periods presented in accordance with applicable guidance. Therefore, prior period amounts are different than those previously reported. Certain amounts within the following tables may not foot due to rounding.
The following table illustrates changes in equity, as previously reported prior to, and as adjusted subsequent to, the impact of the 2024 Reverse Stock Splits retroactively adjusted for the periods presented:
June 30, 2023 | |||||||||
As Previously | Impact of Reverse | As | |||||||
Reported | Stock Split | Revised | |||||||
Common Stock - Shares | | ( | | ||||||
Common Stock - Amount | $ | | $ | ( | $ | | |||
Additional Paid-in Capital | $ | | $ | | $ | | |||
December 31, 2023 | |||||||||
As Previously | Impact of Reverse | As | |||||||
Reported | Stock Split | Revised | |||||||
Common Stock - Shares | | ( | | ||||||
Common Stock - Amount | $ | | $ | ( | $ | | |||
Additional Paid-in Capital | $ | | $ | | $ | | |||
December 31, 2022 | |||||||||
As Previously | Impact of Reverse | As | |||||||
Reported | Stock Split | Revised | |||||||
Common Stock - Shares | | ( | | ||||||
Common Stock - Amount | $ | | $ | ( | $ | | |||
Additional Paid-in Capital | $ | | $ | | $ | | |||
The following table illustrates changes in loss per share and weighted average shares outstanding, as previously reported prior to, and as adjusted subsequent to, the impact of the 2024 Reverse Stock Splits retroactively adjusted for the periods presented:
Three months ended June 30, 2023 | |||||||||
As Previously | Impact of Reverse | As | |||||||
Reported | Stock Split | Revised | |||||||
Loss attributable to common stockholders | $ | ( | $ | - | $ | ( | |||
Weighted average shares used to compute basic and diluted EPS | | ( | | ||||||
Loss per share - basic and diluted | $ | ( | $ | ( | $ | ( | |||
Six months ended June 30, 2023 | |||||||||
As Previously | Impact of Reverse | As | |||||||
Reported | Stock Split | Revised | |||||||
Loss attributable to common stockholders | $ | ( | $ | - | $ | ( | |||
Weighted average shares used to compute basic and diluted EPS | | ( | | ||||||
Loss per share - basic and diluted | $ | ( | $ | ( | $ | ( | |||
26
The following outstanding stock options and warrants exercisable or issuable into shares of common stock were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive:
Three and six months ended June 30, 2023 | |||||||||
As Previously | Impact of Reverse | As | |||||||
Reported | Stock Split | Revised | |||||||
Common stock options | | ( | | ||||||
Common stock warrants | | ( | | ||||||
Stock options were adjusted retroactively to give effect to the Reverse Stock Split for the six months ended June 30, 2023:
As Previously Reported | Impact of Reverse Stock Split | Revised | ||||||||||||||||
Options | Weighted Average | Options | Weighted Average | Options | Weighted Average | |||||||||||||
Outstanding | Exercise Price | Outstanding | Exercise Price | Outstanding | Exercise Price | |||||||||||||
Options outstanding at December 31, 2022 | | $ | | ( | $ | | | $ | | |||||||||
Options exercised | — | — | — | — | — | — | ||||||||||||
Options cancelled | — | — | — | — | — | — | ||||||||||||
Options outstanding at June 30, 2023 | | $ | | ( | $ | | | $ | | |||||||||
Warrants were adjusted retroactively to give effect to the Reverse Stock Split for the six months ended June 30, 2023:
As Previously Reported | Impact of Reverse Stock Split | Revised | ||||||||||||||||
Warrants | Weighted Average | Warrants | Weighted Average | Warrants | Weighted Average | |||||||||||||
Outstanding | Exercise Price | Outstanding | Exercise Price | Outstanding | Exercise Price | |||||||||||||
Warrants outstanding at December 31, 2022 | | $ | | ( | $ | | | $ | | |||||||||
Warrants exercised | ( | | | | ( | | ||||||||||||
Warrants expired | ( | | | | ( | | ||||||||||||
Warrants outstanding at June 30, 2023 | | $ | | ( | $ | | | $ | | |||||||||
* * * * *
27
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited consolidated financial statements and the notes thereto included in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
Explanatory Note
On April 1, 2022 (the “Merger Date”), Nutex Health Holdco LLC and Clinigence Holdings, Inc. (“Clinigence”) completed the merger (the “Merger”) contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) dated as of November 23, 2021 between Clinigence, Nutex Acquisition LLC, a Delaware limited liability company and wholly-owned subsidiary of Clinigence, Nutex, Micro Hospital Holding LLC (solely for the purposes of certain sections of the Merger Agreement), Nutex Health Holdco LLC and Thomas Vo, M.D., solely in his capacity as the representative of the equity holders of Nutex. Immediately following the completion of the Merger, Clinigence amended its certificate of incorporation and bylaws to change its name to “Nutex Health Inc.” In connection with the Merger, each outstanding equity interest of Nutex Health Holdco LLC was exchanged for 3.571428575 shares of Clinigence common stock. The Merger was accounted for as a reverse business combination under U.S. GAAP. Therefore, Nutex Health Holdco LLC was treated as the accounting acquirer in the Merger. Our financial statements presented for periods prior to the Merger Date are those of Nutex Health Holdco, LLC, as the Company’s predecessor entity. Beginning with the second quarter of 2022, our financial statements are presented on a consolidated basis and include Clinigence.
Except where the context indicates otherwise, (i) references to “we,” “us,” “our,” or the “Company” refer, for periods prior to the completion of the Merger, to Nutex Health Holdco LLC and its subsidiaries, (ii) references the “Nutex Health” for periods following the completion of the Merger, refer to Nutex Health Inc. and its subsidiaries and (iii) references to “Clinigence” refer to Clinigence Holdings, Inc. and its subsidiaries prior to the completion of the Merger.
Overview
Nutex Health Inc. is a physician-led, healthcare services and operations company with 21 hospital facilities in nine 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 800 full time employees, contract 230 doctors at our facilities and partner with over 1,700 physicians within our networks. Our corporate headquarters is based in Houston, Texas. We were incorporated on April 13, 2000 in the state of Delaware.
Our 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
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outstanding mortgage loans. Since the second quarter of 2022, we deconsolidated 18 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 Physician LLCs or Real Estate Entities, so 100% of the equity for these entities is shown as noncontrolling interest in the consolidated balance sheets and statements of operations.
The population health management division includes our management services organizations. In addition, AHISP, IPA, a physician-affiliated entity that is not owned by us—is consolidated as a VIE of our wholly-owned subsidiary AHP because we are the primary beneficiary of their operations under AHP’s management services contracts with them.
Sources of revenue. Our hospital division recognizes net patient service revenue for contracts with patients and in most cases a third-party payor (commercial insurance, workers compensation insurance or, in limited cases, Medicare/Medicaid).
We receive payment for facility services rendered by us from federal agencies, private insurance carriers, and patients. The Physician LLCs receive payment for doctor services from these same sources. On average, greater than 90% of our net patient service revenue is paid by insurers, federal agencies, and other non-patient third parties. The remaining revenue is paid by our patients in the form of copays, deductibles, and self-payment. The following tables present the allocation of the estimated transaction price with the patient between the primary patient classification of insurance coverage:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2024 |
| 2023 | 2024 |
| 2023 | |||||||
Insurance | 93% | 93% | 92% | 93% | ||||||||
Self pay | 4% | 4% | 5% | 4% | ||||||||
Workers compensation |
| 2% | 2% |
| 2% | 2% | ||||||
Medicare/Medicaid | 1% | 1% | 1% | 1% | ||||||||
Total | 100% | 100% | 100% | 100% | ||||||||
The population health management division recognizes revenue for capitation and management fees for services to IPAs and physician groups and for the licensing, training, and consulting related to our cloud-based proprietary technology. Capitation revenue consists primarily of capitated fees for medical services provided by physician-owned entities we consolidate as VIEs. Capitated arrangements 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.
Our growth plans. We plan to expand our operations by entering new market areas either through development of new hospitals, formation of new IPAs or by making acquisitions.
We identify new market areas for hospitals based on the area’s need for access to emergency health services and growth expectations. We identify and partner with local physicians who will operate and manage the new location. When developing new hospitals, we have a turn-key process for location selection, real estate acquisition, design, and development of the facility including staffing, training and operations. We extend our existing comprehensive suite of centralized services to operating hospitals, including executive management, billing, collections, recruiting and marketing.
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Overview of Legislative Developments
The U.S. Congress and many state legislatures have introduced and passed a large number of proposals and legislation designed to make major changes in the healthcare system, including changes that have impacted access to health insurance. The most prominent of these efforts, the Affordable Care Act, affects how healthcare services are covered, delivered and reimbursed. The Affordable Care Act increased health insurance coverage through a combination of public program expansion and private sector health insurance reforms. There is uncertainty regarding the ongoing net effect of the Affordable Care Act due to the potential for continued changes to the law’s implementation and its interpretation by government agencies and courts. There is also uncertainty regarding the potential impact of other health reform efforts at the federal and state levels.
In response to the COVID-19 pandemic, federal and state governments passed legislation, promulgated regulations, and have taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency and to provide financial relief. Among these, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) had the most impact on our business.
The CARES Act included a waiver of insurance copayments, coinsurance, and annual deductibles for laboratory tests to diagnose COVID-19 and visits to diagnose COVID-19 at an emergency department of a hospital. These provisions of the CARES Act expired on June 30, 2021. While these provisions were effective, we experienced higher levels of revenue due to a shift of payor mix. The larger number and acuity of patient claims for COVID-19 also resulted in higher revenue.
No Surprises Act
The No Surprises Act (“NSA”) is a federal law that took effect January 1, 2022, to protect consumers from most instances of “surprise” balance billing. With respect to the Company, the NSA limits the amount an insured patient will pay for emergency services furnished by an out-of-network provider. The NSA addresses the payment of these out-of-network providers by group health plans or health insurance issuers (collectively, “insurers”). In particular, the NSA requires insurers to reimburse out-of-network providers at a statutorily calculated “out-of-network rate.” In states without an all-payor model agreement or specified state law, the out-of-network rate is either the amount agreed to by the insurer and the out-of-network provider or an amount determined through an independent dispute resolution (“IDR”) process.
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.
Independent Dispute Resolution. The provider and insurer each submits a proposed payment amount and explanation to the arbitrator. The arbitrator must select one of the two proposed payment amounts taking into account the “qualifying payment amount” and additional circumstances including among other things the level of training, outcomes measurements of the facility, the acuity of the individual treated, and the case mix and scope of services of the facility providing the service. The NSA prohibits the arbitrator from considering the provider’s usual and customary charges for an item or service, or the amount the provider would have billed for the item or service in the absence of the NSA.
Qualifying Payment Amount. The “qualifying payment amount” or “QPA” is generally “the median of the contracted rates recognized by the plan or issuer under such plans or coverage, respectively, on January 31, 2019, for the same or a similar item or service that is provided by a provider in the same or similar specialty and provided in the geographic region in which the items or service is furnished,” with annual increases based on the consumer price index. In other words, the qualifying payment amount is typically the median rate the insurer would have paid for the service if provided by an in-network provider or facility.
HHS Final Rule. As required by the NSA, the United States Department of Health and Human Services (“HHS”) has established an IDR process under which a certified IDR entity determines the ultimate amount of payment. The HHS’
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final rule became effective October 25, 2022. The final rule eliminated the rebuttable presumption that the qualified payment amount is the correct price and also abandoned the requirement that the certified IDR entity must select the offer closest to the qualifying payment amount. These key provisions were initially part of the interim rule issued in 2021 and were challenged by several court cases. Under the final rule, the certified IDR entity must instead select the offer that best reflects the value of the item or service provided, by first considering the QPA and then considering “additional information” that is relevant to the dispute.
Legal challenges to HHS Final Rule. The final rule was the subject of legal challenges. The Texas Medical Association (TMA) in September of 2022 filed motions for summary judgment in the U.S. Eastern District of Texas, Tyler Division, seeking to invalidate the IDR related provisions of the final rule, arguing that the QPA does not represent the fair value of the services rendered by the physicians and providers and that the final rule illegally favors the QPA over the fair value of the provider services in contravention of the statutory language of the NSA. On February 6, 2023, the U.S. District Court ruled in favor of the TMA by granting its motion for summary judgment against the HHS and stating that the revised IDR process in the final rule "continues to place a thumb on the scale" in favor of insurers and conflicts with the statutory provisions of the NSA, is unlawful and must be set aside. The Courts decision vacated all of the revised regulations challenged by the TMA, including HHS’ rule that arbiters must primarily consider the QPA in the IDR process.
The TMA on January 1, 2023 filed a lawsuit (“TMA IV”) challenging two items related to the NSA and its implementation: (1) increases in the administrative fees payable in the IDR process from $50 to $350, a 600% increase, and (2) one requirement included in the batching rules for IDR. On August 3, 2023, the U.S. District Court agreed with the TMA and vacated the offending portions of the batching rule that only permitted batching for items with the same service code, allowing for the batching of similar items as allowed by the NSA. Additionally, the fee increase guidance that increased the administrative fees from $50 to $350 was vacated, with the administrative fee of $50 in effect moving forward.
The TMA on November 30, 2022 filed a lawsuit (“TMA III”) challenging how insurers are establishing the QPA under the final rules, alleging that the final rules allow insurers to include what is referred to in the healthcare industry as “ghost rates,” which are rates included in contracts with providers who do not actually provide the specified service and as a result are lower than rates a provider would have incentive to meaningfully negotiate, thus artificially lowering the QPA. On August 24, 2023, the U.S. District Court in the Eastern District of Texas in TMA III ruled to vacate several aspects of the regulations mandating the methodology for the QPA calculation. In particular, the court prohibited the inclusion of “ghost rates” as part of the QPA calculation and QPA calculations that are not based on the same or similar specialty. This is the fourth time the federal court has ruled in favor of the TMA effective nationwide. In its FAQs dated October 6, 2023, the Department of Labor states that the Department of Justice intends to appeal the court’s ruling. As of the date of this filing, the appeal process is still ongoing and a hearing date has not been set.
Nutex and NSA. While we are working within the established processes for IDR, we have had varying successes at achieving collections at or higher than the established QPA. We have undertaken several strategic actions designed to improve our collections results. These include:
| o | maximizing our claims coding efficiency, |
| o | increasing efforts to collect co-pays and co-insurance, |
| o | adding additional administrative staff to handle the increased administrative IDR burden, |
| o | having a dedicated IDR team to accelerate resubmission of claims under the IDR process, |
| o | making appeals for additional payment of claims for periods before and after the NSA final rule was adopted through the IDR process, |
| o | making efforts to sign favorable contracts with new insurers, |
| o | working to sign more favorable contracted rates with existing contracted providers, |
| o | working with both local and national legislatures to enforce the NSA rules and guidelines for Insurers, and |
| o | focusing on the value-base IPA side of our business, which is less affected by the NSA. |
After the NSA became effective January 1, 2022, our average payment by insurers of adjudicated patient claims by date of service for emergency services had declined by approximately 26% at the end of 2022. At the end of 2023, that overall decline was reduced to 19% from January 1, 2022, thereby showing an incremental improvement of 7% from the
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end of 2022 to the end of 2023. 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 appeals using the IDR process. As of June 2024, we submitted 16,600 cases for IDR open negotiation whereas in 2023, we submitted 90,000 cases for IDR open negotiation. In the first half of 2024, there were delays in payor processing due to outages caused by the 2024 Change Healthcare ransomware attack. As the outages have been resolved, we expect IDR filings to increase in the third quarter of 2024. We anticipate approximately 60-70% of our claims to be submitted through the IDR process by year end. The IDR process, subsequent appeals and insurance payor delays require extensive administrative time and delays in collections. While we are working within the established processes for IDR, we have had varying successes at achieving collections at or higher than the established QPA.
On July 1, 2024, we engaged with a third-party IDR vendor to further support all of our out of network claims and determine which claims would be beneficial to arbitrate. The IDR arbitration process can take up to four to six months to receive payments. Based on the available data we have analyzed from the third and fourth quarters of 2023, providers have submitted higher offers and have prevailed 80% of the time through IDR. As we work with the third-party IDR vendor, we will have more data on the actual collections and reimbursement from IDR by the end of 2024.
Other NSA Developments. Effective January 1, 2024, in consultation with the Departments of Labor and HHS, the Internal Revenue Service (IRS) announced the annual increase that health plans must apply to the calculation of the QPA for insurance reimbursements to account for inflation from 2023 to 2024 (Notice 2024-1). Under the No Surprises Act, QPAs are calculated based on median contracted rates for the same or similar service as they existed in 2019. Treasury Regulations direct the IRS to anchor the annual inflationary update in the Consumer Price Index for All Urban Consumers (CPI-U). In Notice 2024-1, the IRS directs health plans to update QPAs in 2024 by an increase of 5.4% over 2023 QPAs. Alternatively, to update 2023 rates, health plans may return to the original 2019 calculation and apply a cumulative update factor to account for the IRS inflationary updates from 2019 to 2024. Under that approach, the cumulative update that must be applied to 2019 base year rates is 20.9%.
We are supportive of industry efforts challenging NSA. Our experience, like that of many other healthcare providers, is that the final rule continues to unfairly favor insurers in the determination of the QPA we receive for our healthcare services. It is difficult to predict the ultimate outcome of efforts to challenge or amend the final rule. As well, there can be no assurance that third-party payors will not attempt to further reduce the rates they pay for our services or that additional rules issued under the NSA will not have adverse consequences to our business.
Recent Developments
2024 Reverse Stock Splits
1:15 Reverse stock split. The Company’s Board of Directors determined to effect a reverse stock split of the common stock at a 1-for-15 ratio (the “1:15 Reverse Stock Split”) effective as of 11:59 pm Eastern time on April 9, 2024. The stockholders of the Company at its annual meeting on June 29, 2023 had approved a reverse stock split within a range of 1:2 and 1:15 to be effected within one year of approval at the discretion of the Board. The Company’s common stock began trading on The Nasdaq Capital Market on a post-1:15 Reverse Stock Split basis under the Company’s existing trading symbol “NUTX” at the open of the market on April 10, 2024. The 1:15 Reverse Stock Split was implemented for the purpose of regaining compliance with the minimum bid price requirement for continued listing of the Company’s common stock on The Nasdaq Capital Market.
1:10 Reverse stock split. In addition, the Company’s Board of Directors determined to effect a reverse stock split of the common stock at a 1-for-10 ratio (the “1:10 Reverse Stock Split”) effective as of 11:59 pm Eastern time on July 2, 2024. The Company’s stockholders, at the annual meeting on June 17, 2024, had approved a reverse stock split within a range of 1:2 and 1:16 to be effected within one year of approval at the discretion of the Board. This 1:10 Reverse Stock Split is in addition to the Company’s previous 1:15 Reverse Stock Split as discussed above. The Company’s common stock began trading on The Nasdaq Stock Market on a post-1:10 Reverse Stock Split basis under the Company’s existing trading symbol “NUTX” at the open of the market on July 3, 2024. The 1:10 Reverse Stock Split was also implemented for the purpose of regaining compliance with the minimum bid price requirement for continued listing of the Company’s common stock on The Nasdaq Capital Market.
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As a result of both the 1:15 Reverse Stock Split, and 1:10 Reverse Stock Split (collectively, the “2024 Reverse Stock Splits”) the number of shares of common stock outstanding was reduced to 4,987,268 shares, inclusive of whole shares issued for fractional shares, and the number of authorized shares of common stock remains 950,000,000 shares.
Unless otherwise indicated, all authorized, issued, and outstanding stock and per share amounts contained in the accompanying condensed consolidated financial statements have been adjusted to reflect the 2024 Reverse Stock Splits for all prior periods presented. Proportionate adjustments for the 2024 Reverse Stock Splits were made to the exercise prices and number of shares issuable under the Company’s equity incentive plans, and the number of shares underlying outstanding equity awards, as applicable.
On July 24, 2024, the Company received written notice (the “Compliance Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires that companies listed on the Nasdaq Stock Market maintain a minimum bid price of $1.00 per share. Nasdaq notified the Company in the Compliance Notice that, from July 3, 2024 to July 23, 2024, the closing bid price of the Company’s common stock had been $1.00 per share or greater and, accordingly, the Company had regained compliance with Nasdaq Listing Rule 5550(a)(2) and that the matter was now closed.
Results of Operations
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. Activity within our business segments is significantly impacted by demand for healthcare services we provide, competition for these services in each of the market areas we serve, and the legislative changes discussed above.
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Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2024 |
| 2023 | 2024 |
| 2023 | |||||||
Revenue: | ||||||||||||
Hospital division | $ | 67,604,878 | $ | 51,611,803 | $ | 127,634,247 | $ | 100,899,967 | ||||
Population health management division | 8,477,383 | 7,312,651 | 15,901,801 | 14,353,904 | ||||||||
Total revenue | 76,082,261 | 58,924,454 | 143,536,048 | 115,253,871 | ||||||||
Segment operating income: | ||||||||||||
Hospital division | 22,791,199 | 9,105,114 | 33,262,249 | 13,883,751 | ||||||||
Population health management division | (229,968) | 541,809 | (543,840) | 610,895 | ||||||||
Total segment operating income | 22,561,231 | 9,646,923 | 32,718,409 | 14,494,646 | ||||||||
Corporate and other costs: | ||||||||||||
Facilities closing costs | - | - | - | 217,266 | ||||||||
Stock-based compensation expense | (61,241) | 249,645 | (12,074) | 2,149,645 | ||||||||
Impairment of assets | 3,473,635 | - | 3,473,635 | - | ||||||||
Impairment of goodwill | 3,197,391 | - | 3,197,391 | - | ||||||||
General and administrative expenses | 10,652,390 | 9,759,816 | 19,310,800 | 16,935,360 | ||||||||
Total corporate and other costs | 17,262,175 | 10,009,461 | 25,969,752 | 19,302,271 | ||||||||
Interest expense | 5,054,532 | 4,843,048 | 9,498,894 | 7,983,137 | ||||||||
Gain on warrant liability | (3,060,096) | - | (5,660,843) | - | ||||||||
Other (income) expense | (599,502) | (123,528) | (840,694) | 123,927 | ||||||||
Income (loss) before taxes | 3,904,122 | (5,082,058) | 3,751,300 | (12,914,689) | ||||||||
Income tax expense (benefit) | 893,892 | (815,612) | 1,283,557 | (1,726,271) | ||||||||
Net income (loss) | 3,010,230 | (4,266,446) | 2,467,743 | (11,188,418) | ||||||||
Less: net income (loss) attributable to noncontrolling interests | 3,374,278 | (787,399) | 3,195,866 | (2,562,092) | ||||||||
Net loss attributable to Nutex Health Inc. | $ | (364,048) | $ | (3,479,047) | $ | (728,123) | $ | (8,626,326) | ||||
Adjusted EBITDA(1) | $ | 12,039,040 | $ | 3,994,539 | $ | 16,599,441 | $ | 6,432,393 | ||||
(1) See reconciliation of net loss attributable to Nutex Health Inc. to Adjusted EBITDA under Non-GAAP Financial Measures. | ||||||||||||
Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023
Net loss attributable to Nutex Health Inc. decreased to $0.4 million, or a loss of $0.07 per share, for the three months ended June 30, 2024 from a net loss attributable to Nutex Health Inc. of $3.5 million, or a loss of $0.79 per share, for the same period of 2023. Our 2024 results were principally affected by higher revenue due to:
| ● | Higher patient visits, increasing by 28.0% during the three months ended June 30, 2024 as compared with the same period of 2023. Same store mature hospitals increased visits an average of 10.3% versus prior year as well as the opening of four new hospitals in 2023; |
| ● | Increased revenue per visit due to success in efforts to obtain higher rates through the Independent Dispute Resolution (“IDR”) process and increased utilization of higher paid services such as increased observation and in-patient stays. |
Adjusted EBITDA for the three months ended June 30, 2024 increased to $12.0 million from $4.0 million for the comparable period of 2023. Refer to Non-GAAP Financial Measures discussed below for a definition and reconciliation of Adjusted EBITDA. The items affecting revenue contributed significantly to the increase in Adjusted EBITDA in the 2024 period.
A discussion of our segment results is included below.
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Hospital Division. Our revenue for the three months ended June 30, 2024 totaled $67.6 million as compared to $51.6 million for the same period of 2023, an increase of $16.0 million or 31.0%. This increase was attributed to an increase in visits, an increase in revenue per visit due to success in efforts to obtain higher rates through the IDR process and increased utilization of higher paid services such as increased observation and in-patient stays. Of this revenue increase, 13.2% related to mature hospitals, which are hospitals that were opened by December 31, 2021.
The following table shows the number of patient visits during the periods:
Three Months Ended June 30, | ||||||
2024 | 2023 | |||||
Patient visits: | ||||||
Hospital | 41,208 | 32,183 | ||||
Total patient visits increased 28.0% during the three months ended June 30, 2024 as compared with the same period of 2023 including the opening of four facilities throughout 2023 which are fully operating in 2024. Of this visit increase, 10.3% related to mature hospitals, which are hospitals opened by December 31, 2021.
The Company recorded approximately $1.3 million of net revenue for cash collections during the three months ended June 30, 2024 for services that were previously provided. The Company had previously reserved for this amount as uncollectible.
The hospital division’s operating income was $22.8 million during the three months ended June 30, 2024, compared with an operating income of $9.1 million in the same period of 2023, an increase of 150.3%. Our revenue and operating income for the second quarter of 2024 was positively affected by the increase in visits and increase in rate paid by insurers discussed above.
Population Health Management Division. Our total revenue for the three months ended June 30, 2024 was $8.5 million as compared with $7.3 million for the same period of 2023. The increase was due to higher capitation revenue earned.
The population health management division had $0.2 million of operating loss for the three months ended June 30, 2024 as compared with $0.5 million of operating income for the same period of 2023. Strategically, we are focused on the growth of this division principally through the addition of new independent physician associations and have staffed our organization to manage larger numbers of such organizations.
Real Estate Division. This division reports the operations of consolidated Real Estate Entities where we provide guarantees of their indebtedness or are co-borrowers.
Revenue and operating expenses of consolidated Real Estate Entities are not significant since the extent of these entities’ operations is to own facilities leased to our hospital division entities which are financed by a combination of contributed equity by related parties and third-party mortgage indebtedness. Such leases are typically on a triple net basis where our hospital division is responsible for all operating costs, repairs and taxes on the facilities. Finance lease income is recognized outside of segment operating income as other income by the Real Estate Entities. However, these amounts are largely eliminated in the consolidation of these entities into our financial statements.
As of June 30, 2024, two Real Estate Entities continue to be consolidated in our financial statements. We expect that hospitals we open in the future may be leased from new Real Estate Entities which may be owned in whole or part by related parties. Third-party lenders to these entities may require that we provide a guarantee or become co-borrowers under mortgage indebtedness and financings for such facilities. In such instances, we may be required to consolidate these new Real Estate Entities in our financial statements as VIEs.
Corporate and other costs. Corporate and other costs in the three months ended June 30, 2024 totaled $17.3 million as compared to $10.0 million for the same period of 2023, an increase of 72.5%. General and administrative costs include our executive management, accounting, human resources, corporate technology, insurance and professional fees. The increase in corporate and other costs is primarily due to impairment of assets of $3.5 million and impairment of goodwill
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of $3.2 million. These impairments are related to the sale of Procare and the expected sale of Clinigence Health. Additionally, the increase in corporate and other costs are due to increases in payroll offset by decreases in professional services and stock-based compensation expenses.
Nonoperating items
Interest expense. Interest expense was $5.1 million in the three months ended June 30, 2024 as compared with $4.8 million for the same period of 2023. The increase in interest expense for the 2024 period is principally due to discount amortization expense, the opening of new facilities in 2023 and interest expense associated with the Unsecured Convertible Term Debt.
Gain on warrant liability. Gain on warrant liability was $3.1 million in the three months ended June 30, 2024 is the remeasurement of the warrant liability required at each reporting period and is influenced by changes in our common stock market price.
Income tax expense. 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.
Our effective tax rate for the three months ended June 30, 2024 was approximately 22.9%. The primary difference from the federal statutory rate of 21% is related to state taxes, income of noncontrolling interests in flow-through entities and permanent differences for non-deductible expenses.
Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023
Net loss attributable to Nutex Health Inc. decreased to $0.7 million, or a loss of $0.15 per share, for the six months ended June 30, 2024 from a net loss attributable to Nutex Health Inc. of $8.6 million, or a loss of $1.98 per share, for the same period of 2023. Our 2024 results were principally affected by higher revenue due to:
| ● | Higher patient visits, increasing by 24.6% during the six months ended June 30, 2024 as compared with the same period of 2023; |
| ● | Increase revenue per visit due to payor payment rates through the IDR process and increased utilization of higher paid services such as increased observation and in-patient stays. |
Adjusted EBITDA for the six months ended June 30, 2024 increased to $16.6 million from $6.4 million for the comparable period of 2023. Refer to Non-GAAP Financial Measures discussed below for a definition and reconciliation of Adjusted EBITDA. The items affecting revenue contributed significantly to the increase in Adjusted EBITDA in the 2024 period.
A discussion of our segment results is included below.
Hospital Division. Our revenue for the six months ended June 30, 2024 totaled $127.6 million as compared to $100.9 million for the same period of 2023, an increase of $26.7 million or 26.5%. This increase was attributed to an increase in visits, an increase in revenue per visit due to success in efforts to obtain higher rates through the IDR process and increased utilization of higher paid services such as increased observation and in-patient stays. Of this revenue increase, 9.7% related to mature hospitals, which are hospitals that were opened by December 31, 2021.
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The following table shows the number of patient visits during the periods:
Six Months Ended June 30, | ||||||
2024 | 2023 | |||||
Patient visits: | ||||||
Hospital | 81,276 | 65,244 | ||||
Total patient visits increased 24.6% during the six months ended June 30, 2024 as compared with the same period of 2023 due mostly to the opening of four facilities throughout 2023 which are fully operating in 2024. Of this visit increase, 9.7% related to mature hospitals, which are hospitals opened by December 31, 2021.
The Company recorded approximately $2.1 million of net revenue for cash collections during the six months ended June 30, 2024 for services that were previously reserved as uncollectible.
The hospital division’s operating income was $33.3 million during the six months ended June 30, 2024, compared with an operating income of $13.9 million in the same period of 2023, an increase of 139.6%. Our revenue and operating income for the second quarter of 2024 was positively affected by the increase in visits and revenue per visit discussed above.
Population Health Management Division. Our total revenue for the six months ended June 30, 2024 was $15.9 million as compared with $14.3 million for the same period of 2023. The increase was due to higher capitation revenue earned.
The population health management division had $0.5 million of operating loss for the six months ended June 30, 2024 as compared with $0.6 million of operating income for the same period of 2023. Strategically, we are focused on the growth of this division principally through the addition of new independent physician associations and have staffed our organization to manage larger numbers of such organizations.
Real Estate Division. This division reports the operations of consolidated Real Estate Entities where we provide guarantees of their indebtedness or are co-borrowers.
Revenue and operating expenses of consolidated Real Estate Entities are not significant since the extent of these entities’ operations is to own facilities leased to our hospital division entities which are financed by a combination of contributed equity by related parties and third-party mortgage indebtedness. Such leases are typically on a triple net basis where our hospital division is responsible for all operating costs, repairs and taxes on the facilities. Finance lease income is recognized outside of segment operating income as other income by the Real Estate Entities. However, these amounts are largely eliminated in the consolidation of these entities into our financial statements.
As of June 30, 2024, two Real Estate Entities continue to be consolidated in our financial statements. We expect that hospitals we open in the future may be leased from new Real Estate Entities which may be owned in whole or part by related parties. Third-party lenders to these entities may require that we provide a guarantee or become co-borrowers under mortgage indebtedness and financings for such facilities. In such instances, we may be required to consolidate these new Real Estate Entities in our financial statements as VIEs.
Corporate and other costs. Corporate and other costs in the six months ended June 30, 2024 was $26.0 million as compared to $19.3 million for the same period of 2023, an increase of 34.5%. General and administrative costs include our executive management, accounting, human resources, corporate technology, insurance and professional fees. The increase in corporate and other costs is primarily due to impairment of assets of $3.5 million and impairment of goodwill of $3.2 million. These impairments are related to the sale of Procare and the expected sale of Clinigence Health.
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Nonoperating items
Interest expense. Interest expense was $9.5 million in the six months ended June 30, 2024 as compared with $8.0 million for the same period of 2023. The increase in interest expense for the 2024 period is principally due to discount amortization expense, the opening of new facilities and interest expense associated with the Unsecured Convertible Term Debt.
Gain on warrant liability. Gain on warrant liability was $5.7 million in the six months ended June 30, 2024 is the remeasurement of the warrant liability required at each reporting period and is influenced by changes in our common stock market price.
Income tax expense. 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.
Our effective tax rate for the three months ended June 30, 2024 was approximately 34.2%. The primary difference from the federal statutory rate of 21% is related to state taxes, income of noncontrolling interests in flow-through entities and permanent differences for non-deductible expenses.
Liquidity and Capital Resources
As of June 30, 2024, we had $40.8 million of cash and equivalents, compared to $22.0 million of cash and equivalents at December 31, 2023.
Significant sources and uses of cash during the first six months of 2024.
Sources of cash:
| ● | Cash from operating activities was $16.3 million, which included $5.6 million from the primary components of our working capital (receivables, inventories, accounts payable and expenses) |
| ● | Proceeds from common stock issuance of $9.2 million, net issuance costs; and |
| ● | Proceeds from note payable $4.9 million |
Uses of cash:
| ● | Repayments of lines of credit and notes payable $6.8 million |
| ● | Capital expenditures were $1.3 million |
| ● | Cash related to sale of business $0.7 million |
| ● | Distributions, net of contributions, to noncontrolling interests totaled $1.6 million; and |
| ● | Repayments of finance leases totaled $1.4 million. |
Future sources and uses of cash. Our operating activities are financed with cash on hand which is generated from revenues, which may vary significantly based on regulatory changes affecting the timing and amounts of insurance reimbursements for our services. Most of our hospital facilities are leased from various lessors including related parties. These leases are presented in our consolidated balance sheets unless the lease is from a consolidated Real Estate Entity. Our growth plans include the development of new hospital locations. We expect that in many of these locations we will lease facilities from newly established entities partially owned by related parties.
We routinely enter into equipment lease agreements to procure new or replacement equipment and may also finance these purchases with term debt. We have smaller lines of credits available for working capital purposes and are presently working to supplement or replace these with larger financing commitments. These larger financing commitments are subject to market conditions and we may not be able to obtain such larger financing commitments with favorable economic terms or at all. We also believe that our existing cash, cash equivalents, and marketable securities, and available borrowing capacity, will be sufficient to meet our anticipated cash needs requirements for operations and growth objectives for at least the next twelve months. If the assumptions underlying our business plan regarding future
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revenue and expenses change or if unexpected opportunities or needs arise, we may seek to raise additional cash by selling equity or debt securities.
Indebtedness. The Company’s indebtedness at June 30, 2024 is presented in Item I, “Financial Statements – Note 8 – Debt” and our lease obligations are presented in Item I, “Financial Statements—Note 9 – Leases.”
Off-Balance Sheet Arrangements
As of June 30, 2024, we had no material off-balance sheet arrangements.
Non-GAAP Financial Measures
Adjusted EBITDA. Adjusted EBITDA is used as a supplemental non-GAAP financial measure by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We believe Adjusted EBITDA is useful because it allows us to more effectively evaluate our operating performance.
We define Adjusted EBITDA as net income (loss) attributable to Nutex Health Inc. plus net interest expense, income taxes, depreciation and amortization, further adjusted for an allocation to noncontrolling interests, (gain)/loss on warrant liability, stock-based compensation, any facilities closing costs, acquisition related costs and impairments. A reconciliation of net income to Adjusted EBITDA is included below. Adjusted EBITDA is not intended to serve as an alternative to U.S. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies.
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2024 |
| 2023 | 2024 |
| 2023 | |||||||
Reconciliation of net loss attributable to Nutex Health Inc. to Adjusted EBITDA: | ||||||||||||
Net loss attributable to Nutex Health Inc. | $ | (364,048) | $ | (3,479,047) | $ | (728,123) | $ | (8,626,326) | ||||
Depreciation and amortization | 4,532,804 | 4,169,160 | 8,719,006 | 8,162,907 | ||||||||
Interest expense, net | 5,054,532 | 4,843,048 | 9,498,894 | 7,983,137 | ||||||||
Income tax expense (benefit) | 893,892 | (815,612) | 1,283,557 | (1,726,271) | ||||||||
Allocation to noncontrolling interests | (1,627,829) | (972,655) | (3,172,002) | (1,727,965) | ||||||||
EBITDA attributable to Nutex Health Inc. | 8,489,351 | 3,744,894 | 15,601,332 | 4,065,482 | ||||||||
Facilities closing costs | - | - | - | 217,266 | ||||||||
Gain on warrant liability | (3,060,096) | - | (5,660,843) | - | ||||||||
Impairment of assets | 3,473,635 | 3,473,635 | ||||||||||
Impairment of goodwill | 3,197,391 | - | 3,197,391 | - | ||||||||
Stock-based compensation expense | (61,241) | 249,645 | (12,074) | 2,149,645 | ||||||||
Adjusted EBITDA attributable to Nutex Health Inc. | $ | 12,039,040 | $ | 3,994,539 | $ | 16,599,441 | $ | 6,432,393 | ||||
Significant Accounting Policies
The preparation of financial statements and related disclosures in accordance with GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Note 1 to the Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2023 describes the significant accounting policies and methods used in the preparation of the consolidated financial statements. The Company’s critical accounting policies that are impacted by judgments, assumptions and estimates are described in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023. Since December 31, 2023, there
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have been no material changes in the Company’s accounting policies that are impacted by judgments, assumptions and estimates.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
With respect to the three months ended June 30, 2024, there have been no material changes in our primary market risk exposures or how those exposures are managed since the information disclosed in our 2023 Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In accordance with Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision of our CEO and our CFO, the effectiveness of disclosure controls and procedures as of June 30, 2024. Based on this evaluation, the Company concluded that our disclosure controls and procedures were not effective as of June 30, 2024 due to the material weakness previously identified as described below.
Previously Reported Material Weaknesses. We previously identified material weaknesses in our internal control over financial reporting in our Form 10-K for the year ended December 31, 2023, based on criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). Based on our assessment, the following material weaknesses were identified:
| ● | The Company had ineffective design, implementation, and operation controls over logical access, program change management, and vendor management controls: |
| 1) | appropriate restrictions that would adequately prevent users from gaining inappropriate access to the financially relevant systems. |
| 2) | IT program and data changes affecting the Company’s financial IT applications and underlying accounting records, are identified, tested, authorized and implemented appropriately to validate that data produced by its relevant IT systems were complete and accurate. Automated process-level and manual controls that are dependent upon the information derived from such financially relevant systems were also determined to be ineffective as a result of such deficiency. |
| 3) | key third party service provider SOC reports were obtained and reviewed. |
| ● | Business process controls across all financial reporting processes were not effectively designed and implemented to properly address the risk of material misstatement, including controls without proper segregation of duties between preparer and reviewer and key management review controls. |
| ● | Ineffective design and implementation of controls over the completeness and accuracy of information included in key spreadsheets supporting the financial statements. |
Management has concluded that, based on applying the COSO criteria, as of December 31, 2023, the Company’s internal control over financial reporting was not effective to provide reasonable assurance of the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Remediation Plans. These material weaknesses did not result in a material misstatement of the Company’s consolidated financial statements for the periods presented. In 2023, the Company started the process of designing and implementing effective internal control measures to remediate the reported material weaknesses. The Company’s efforts included implementing a new enterprise-wide system to reduce reliance on manual processes and spreadsheets supporting the
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financial statements. Additionally, the Company engaged an accounting firm in 2023 to assist in the proper design, implementation and testing of internal controls over financial reporting. We added key senior management positions including a Chief Operating Officer and made additions to our accounting and financial reporting teams throughout 2023. Throughout 2024, we have strengthened our internal audit program to review and monitor the Company’s progress with our remediation plans.
While we believe that these efforts will improve our internal control over financial reporting, our remediation efforts are ongoing and will require validation and testing of the design and operating effectiveness of internal controls. The actions that we are taking are subject to ongoing senior management review, as well as audit committee oversight. We will not be able to conclude whether the steps we are taking will fully remediate the remaining material weakness in our internal control over financial reporting until we have completed our remediation efforts and subsequent evaluation of their effectiveness. We may also conclude that additional measures may be required to remediate the material weakness in our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting. We are taking actions to remediate the material weakness relating to our internal control over financial reporting, as described above. Except as otherwise described herein, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Disclosure Controls and Procedures. Our senior members of management do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, the Company, its consolidated subsidiaries or VIEs may be named in various claims and legal actions in the normal course of business. The Company is not involved in any legal proceedings that it believes would have a material effect on its business or financial condition.
Item 1A. Risk Factors.
In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Risk Factors” included in our Form 10-K for the year ended December 31, 2023 and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our businesses, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sales of Unregistered Securities; use of proceeds from registered securities.
Not applicable.
Item 3. Defaults upon Senior Securities.
Not Applicable
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Item 4. Mine Safety Disclosures
Not Applicable
Item 5. Other Information.
Trading Arrangements
During the fiscal quarter ended June 30, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended)
Item 6. Exhibits
Exhibit No. | Description |
31.1* | |
31.2* | |
32.1* | |
32.2* | |
101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
101.SCH* | XBRL Taxonomy Extension Schema Document. |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. |
104 | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 8, 2024.
| Nutex Health Inc. | |||
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By: | /s/ Thomas T. Vo | |||
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| Thomas T. Vo | ||
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| Chief Executive Officer and Chairman of the Board (principal executive officer) | ||
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By: | /s/ Jon C. Bates | |||
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| Jon C. Bates | ||
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| Chief Financial Officer (principal financial officer and principal accounting officer) | ||
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