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 LLCand 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, 2021between Clinigence, Nutex Acquisition LLC, a Delawarelimited 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 LLCand 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 LLCwas exchanged for 3.571428575 shares of Clinigence common stock. The Merger is accounted for as a reverse acquisition under U.S.GAAP. Therefore, Nutex Health Holdco LLCis 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 LLCand its subsidiaries, (ii) references the " Nutex Health" for periods following the completion of the Merger, refer to Nutex Health Inc.and its subsidiaries and (ii) 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, technology-enabled healthcare services company with 21 hospital facilities in eight states (hospital division), and a primary care-centric, risk-bearing population health management division. Our hospital division implements and operates different innovative health care models, including micro-hospitals, specialty hospitals and hospital outpatient departments ("HOPDs"). The population health management division owns and operates provider networks such as independent physician associations ("IPAs") and offers a cloud-based proprietary technology platform to IPAs which aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view of patients and providers. We employ approximately 1,500 employees and partner with over 800 physicians. Our corporate headquarters is based in Houston, Texas. We were incorporated on April 13, 2000in the state of Delaware. Basis of presentation. The merger of Nutex Health Holdco LLCand Clinigence was accounted for as a reverse business combination with Nutex Health Holdco LLCas the accounting acquirer in accordance with ASC 805, Business Combinations, and Clinigence as the accounting acquiree. Our financial statements presented for periods prior to April 1, 2022, the date of the merger 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 including Clinigence. 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 company and hospital entities. In addition, we have financial and operating relationships with multiple professional entities (the "Physician LLCs") and real estate entities (the "Real Estate Entities"). The Physician LLCs employ the doctors who work in our hospitals. These entities are consolidated by the Company as VIEs because they do not have significant equity at risk, and we have historically provided support to the Physician LLCs in the event of cash shortages and received the benefit of their cash surpluses. 29 The Real Estate Entities own the land and hospital buildings which are leased to our hospital entities. The consolidated Real Estate Entities have mortgage loans payable to third parties which are collateralized by the land and buildings. The Real Estate Entities are consolidated by the Company as VIEs because they do not have sufficient equity at risk and our hospital entities are guarantors of their outstanding mortgage loans. We have been working with the third-party lenders to remove our guarantees of their outstanding mortgage loans. As these guarantees are released, the associated Real Estate Entity no longer qualifies as a VIE and is deconsolidated. 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
healthcare information technology organizations and company providing a
cloud-based platform for healthcare organizations. Additionally, AHP IPA, a
a physician-affiliated entity that is not owned by us is consolidated since we are
the primary beneficiary of their transactions under our 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 are paid by insurers, federal agencies, and other non-patient third parties. The remaining revenues are 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 2022 2021 2022 2021 Insurance 92 % 97 % 92 % 96 % Self pay 8 % 2 % 8 % 3 % Workers compensation 0 % 1 % 0 % 1 % Medicare/Medicaid 0 % 0 % 0 % 0 % Total 100 % 100 % 100 % 100 %
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 to staffing, training and operations. We extend our existing comprehensive suite of ?centralized services to operating hospitals, including executive management, billing, collections, recruiting ?and marketing. 30 COVID-19 Pandemic A novel strain of coronavirus causing the disease known as COVID-19 was first identified in
December 2019, and has spread throughout the world. While vaccines and booster shots for the COVID-19 virus became widely available in the United Statesduring 2021, COVID-19 continued to result in a significant number of hospitalizations. As a provider of healthcare services, we have been significantly affected by the public health and economic effects of the COVID-19 pandemic. Our hospitals, medical personnel, and employees have been actively caring for COVID-19 patients. We implemented considerable safety measures for treatment of COVID-19 patients and have incurred, and may continue to incur, certain increased expenses arising from the COVID-19 pandemic, including additional labor, supply chain, capital and other expenditures. Moreover, in recent months, the COVID-19 pandemic has resulted in general inflationary pressures and has resulted in significant disruptions to global supply networks. In this regard, we have experienced disruptions in connection with the provision of equipment, construction services, as well as inflationary pressures in connection with labor, supply chain, capital and other expenditures. We have also experienced a delay in billing and collection of patient claims during this period. The COVID-19 pandemic has affected, and may continue to affect, our service mix, revenue mix, payor mix and/or patient volumes, as well as our ability to collect outstanding receivables. Pandemic-related factors may continue to adversely affect demand for our services, as well as the ability of patients and other payors to pay for services rendered. While we are not able to fully quantify the impact that the COVID-19 pandemic will have on our future financial results, we expect developments related to COVID-19 to continue to affect our financial performance. Moreover, the COVID-19 pandemic may otherwise have material adverse effects on our results of operations, financial position, and/or our cash flows if economic and/or public health conditions in the United Statesdeteriorate.
Overview of legislative developments
The U.S. Congressand 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.
law without surprise
The No Surprises Act ("NSA") was enacted on
December 27, 2020to address "surprise medical bills", and took effect on January 1, 2022. With respect to the Company, ?the NSAlimits the amount an insured patient will pay for emergency services furnished by an out-of-network ?provider. The NSAaddresses the payment of these out-of-network providers by group health plans or health ?insurance issuers (collectively, "insurers"). In particular, the NSArequires 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. 31 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 NSAprohibits 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" 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 item[s] 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 Interim Final Rule. As required by the NSA, the United States Department of Health and Human?Services ("HHS") has established an independent dispute resolution (IDR) process under which a certified IDR ?entity determines the ultimate amount of payment. On September 30, 2021, the HHS issued an interim final rule. ?The rule effectively creates a rebuttable presumption that the amount closest to the qualifying payment amount is ?the proper payment amount. While the NSAinstructs arbitrators to consider both the qualifying payment amount and the ?other factors enumerated in the NSA, the HHS interim final rule requires arbitrators to "select the offer closest to the ??[qualifying payment amount]" and deviate from that amount only if credible information clearly demonstrates that ?the qualifying payment amount is different from the appropriate out-of-network rate.? The HHS interim final rule is currently subject to several legal challenges, and it is difficult to predict the outcome of efforts to challenge or modify the rule. The legal challenges take issue with the rule's requirement that independent dispute resolution entities presume the qualifying payment amount-the insurer or plan's median in-network rate-is the appropriate out-of-network payment amount. A court decision has only been reached in one of the eight cases pending as of June 2022. In Texas Medical Associationand Adam Corleyv. United States Department of Healthand ?Human Services, Case No. 6:21-cv-425-JDK ( E.D. Tex.), the United States District Courton February 23, 2022held ?that the HHS rule conflicts with the unambiguous terms of the NSAand vacated the applicable provisions of the ?rule which require arbitrators to presume the correctness of the qualifying payment amount and then imposing a ?heightened burden on the remaining statutory factors to overcome that presumption.?
?HHS initially appealed the court ruling, but asked the court to
hold the call? Pending publication of the final rule later this summer.
NSAand the associated HHS interim final rule became effective on January 1, 2022, we have experienced a significant decline in collections of patient claims for emergency services. We are working within the established processes for IDR under the interim final rule and have only had limited success at achieving collections higher than the established qualifying payment amount.
There can be no assurance that third-party payers will not attempt to sue
reduce the rates they pay for our services.
32 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. Three months ended June 30 Six months ended June 30 2022 2021 2022 2021 Revenues Hospital division
$ 51,604,679 $ 62,814,672 $ 130,731,921 $ 150,157,914Population health management division 6,443,254 - 6,443,254 - Total revenue 58,047,933 62,814,672 137,175,175 150,157,914 Segment operating income: Hospital division 5,249,528 29,137,332 39,647,506 83,787,175 Population health management division (257,002 ) - (257,002 ) -
Total segment operating income 4,992,526 29,137,332 39,390,504 83,787,175
Businesses and others
6,371,003 1,533,002 11,530,008 3,522,040 Interest expense 3,849,629 1,504,933 5,705,603 2,991,090 Other expense (income) (1,403,222 ) (4,060,149 ) 977,323 (3,921,356 ) Income before taxes (3,824,884 ) 30,159,546 21,177,570 81,195,401 Income tax expense 19,653,286 481,501 19,829,609 638,354 Net income (loss) (23,478,170 ) 29,678,045
Less: net income (loss) attributable to noncontrolling interests (4,082,418 ) 2,618,644 (786,589 ) 15,735,510 Net income (loss) attributable to Nutex Health Inc.
$ (19,395,752 ) $ 27,059,401 $ 2,134,550 $ 64,821,537Adjusted EBITDA $ 9,354,218 $ 30,014,704$
Three months completed
We reported a net loss attributable to
Nutex Health Inc.of $19.4 million, or a loss of $0.03per diluted share, for the three months ended June 30, 2022as compared with net income attributable to Nutex Health Inc.of $27.0 million, or $0.05per diluted share, for same period of 2021. Our 2022 results were principally affected by:
charges for patient services at median rates in the network;
• Start-up costs associated with five new facilities opened since
which are experiencing favorable market acceptance but are not yet fully achieving
• Significant non-cash tax expense totaling
one-time change in our tax status and release of acquired assessment
Clinigence allowance; and
• Incidental costs related to the Clinigence merger operation and
higher levels of general and administrative expenses related to our operations
as a public company.
• Higher overall cost of employees and independent contractors.
33 Adjusted EBITDA for the three months ended
June 30, 2022totaled $9.4 millionas compared to $30.0 millionfor he comparable period of 2021. Refer to Non-GAAP Financial Measures discussed below for a definition and reconciliation of Adjusted EBITDA. The items affecting revenue and start-up costs contributed significantly to the decline in Adjusted EBITDA in the 2022 period.
A discussion of our segment results is included below.
Hospital Division. Our revenue for the three months ended
June 30, 2022totaled $51.6 millionas compared to $62.8 millionfor the same period of 2021, a decrease of 18%. We have experienced a significant decline in collections of patient claims for emergency services as a result of the median of the contracted rates that are offered within the same insurance market, as mandated by the NSA. This decrease was partially offset by an increase in the number of patient visits in the 2022 period as compared with the 2021 period. The following table shows the number of patient visits during the periods:
Three months ended June 30 2022 2021 Patient visits: Hospital 33,175 28,470 Total patient visits increased 17% during the three months ended
June 30, 2022as compared with the same period of 2021. We opened three facilities between April and August of 2021. In 2022, we opened two additional facilities in February. Having these facilities operational during the entirety of the 2022 period contributed substantially to the increased number of patient visits. That said, we have noted a reduction in the severity of these cases which has resulted in lower claims amounts and net revenue. We are not able to estimate the number or severity of future patient visits. The hospital division's operating income was $5.2 millionduring the three months ended June 30, 2022, down 82% from $29.1 millionduring the same period of 2021. Our operating income for the second quarter of 2022 was adversely affected by the reduction in net revenue discussed above. As mentioned above, we have opened five new facilities since April 2021. Start-up costs for these facilities include complete staffing for 24/7 operations, lease costs, in-market advertising and other operating expenses. These costs often exceed our revenue at these facilities until they achieve sustaining volumes of patient visits. In general, we expect new facilities to reach break-even profitability within 12 to 15 months. In this time, we also made staffing additions to manage higher volumes of medical claims billing and collection administration. Population Health Management Division. We started the population health management division in April 2022upon completion of the merger with Clinigence. Our total revenue for the three months ended June 30, 2022was $6.4 millionconsisting of capitation revenue of $5.2 million, management fees of $1.0 millionand SaaS revenue of $290 thousand. Capitation revenue is recognized by our consolidated VIE, AHP IPA. We do not have an equity interest in this VIE but consolidate it since we are the primary beneficiary of its operations under our management services contract with them. Instead, we earn management fees for our services to them which are reported as revenue. The population health management division incurred an operating loss of $0.3 millionduring the three months ended June 30, 2022. Strategically, we are focused on 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. We have been working with the third-party lenders to remove our guarantees of the outstanding mortgage loans of consolidated Real Estate Entities. As these guarantees are released, the associated Real Estate Entity no longer qualifies as a VIE and is deconsolidated. In the second quarter of 2022, we deconsolidated 17 Real Estate Entities. 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. 34
Financial state. We expect the hospitals we open in the future to be
leased to new Real Estate Entities which may be owned in whole or in part by
related parties. Third-party lenders to these entities may require that we
provide a guarantee or become co-borrowers in the context of mortgage debt
funding for such facilities. In such cases, we may need to
consolidate these new real estate entities in our financial statements as VIE.
Corporate and other expenses. Total corporate costs in the three months ended
June 30, 2022were $6.4 millionincluding general and administrative expenses of $2.5 millionand acquisition-related costs associated with the merger with Clinigence totaling $3.9 million. Our corporate costs for the three months ended June 30, 2021totaled $1.5 millionand consisted of general and administrative expenses. General and administrative costs include our executive management, accounting, human resources, corporate technology, insurance and professional fees. We have incurred higher levels of professional fees as we prepared for our public listing, made staffing additions commensurate with our operational growth and made key additions to our executive management team. As a public company, we must comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act of 2002, related regulations of the SECand the continued listing requirements of the NASDAQ, with which we were not required to comply with as a private company. We expect to incur additional annual expenses related to these matters and, among other things, additional directors' and officers' liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. Nonoperating items
Interest expense. Interest expense totaled
$3.9 millionin the three months ended June 30, 2022as compared with $1.5 millionfor the same period of 2021. This includes interest expense associated with the mortgage indebtedness of consolidated Real Estate Entities, interest expense on outstanding term notes and lines of credit for financing operating equipment and working capital needs, and the accretion costs related to the conversion of notes from the Clinigence transaction. Interest expense is expected to decline in future periods as a result of the deconsolidation of 17 Real Estate Entities and their associated mortgage indebtedness during the second quarter of 2022 as well as due to the elimination of accretion costs related to the conversion of notes payable from the Clinigence transaction. Other expense (income). Other expense for the three months ended June 30, 2021includes $4 millionfor the forgiveness of SBA Paycheck Protection Program loans we obtained. These loans were fully forgiven by the SBA after the Company met the program requirements for expenditure of the loan proceeds. We do not expect other expense (income) to be significant in future periods. 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 are recognized in the period these occur. In periods before the merger with Clinigence, Nutex Health Holdco LLCand the Nutex Subsidiaries were pass-through entities treated as partnerships for U.S.federal income tax purposes. No provision for federal income taxes was provided for these periods as federal taxes were obligations of these companies' members. After the merger, Nutex Health Holdco LLCbecame a wholly-owned subsidiary of Clinigence and will be included in its future consolidated corporate tax filings. We recognized a non-cash charge of $20.8 millionto income tax expense during the three months ended June 30, 2022for the change in tax status of
Nutex Health Holdco LLC. 35
At the time of our merger with Clinigence, Clinigence had a full valuation allowance against its deferred tax assets. During the three months ended
June 30, 2022, we recorded a non-cash benefit of $2.4 millionto income tax expense to remove the acquired valuation allowance after we concluded that the associated deferred tax assets would be realizable. Each of the discrete items above are one-time, non-cash items. Excluding the discrete items above, our effective tax rate for the three months ended June 30, 2022was 25.2%. 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.
We reported net income attributable to
Nutex Health Inc.of $2.1 million, or $0.00per diluted share, for the six months ended June 30, 2022as compared with $64.7 million, or $0.11per diluted share, for same period of 2021. The special items affecting revenue and our costs and expenses discussed above impacted the 2022 reporting period as well. Adjusted EBITDA for the six months ended June 30, 2022totaled $33.6 millionas compared with $69.7 millionfor the same period of 2021 with the special items affecting revenue and start-up costs causing the decline during the 2022 period.
A discussion of our segment results is included below.
Hospital Division. Revenue totaling
$130.7 millionfor the six months ended June 30, 2022decreased 13% from $150.2 millionfor the same period of 2021. As noted, our revenue has been adversely impacted in the 2022 period as a result of the NSA. This decrease was partially offset by an increase in the number of patient visits in the 2022 period. The following table shows the number of patient visits during the periods:
Six months ended June 30 2022 2021 Patient visits: Hospital 84,931 74,554 Total patient visits during the six months ended
June 30, 2022increased 14% as compared with the same period of 2021. Five newly opened facilities, most opened in 2021 periods after June, contributed substantially to the increased number of patient visits in 2022.
As noted, we have seen a reduction in the severity of these cases, which has
resulting in lower claims and net revenues. We are unable to estimate the
the number or severity of future patient visits.
Typically, we experience some seasonality in the number of patient visits and revenue during the year usually corresponding with the late-fall and winter months when flu and other seasonal infirmities peak. As an emergency care provider, we are not able to predict the number of patient visits or the severity of patient healthcare needs. We operate our facilities 24 hours daily in order to be responsive to our communities' needs. The hospital division's segment operating income was
$39.6 millionduring the six months ended June 30, 2022, down 53% from the same period of 2021. Our operating income for the second quarter of 2022 was adversely affected by the reduction in net revenue discussed above. As mentioned above, we opened five new facilities since April 2021. Start-up costs at newly facilities often exceed our revenue at these facilities for the first 12 to 15 months after their opening. In addition, in late-2021 and through the second quarter of 2022, we made several staffing additions to manage higher volumes of medical claims billing and collection administration. Population Health Management Division. Total revenue and segment operating loss for the three and six months ended June 30, 2022were the same amounts since the Clinigence merger was completed on April 1, 2022. 36
Real Estate Division. This division reports the operations of consolidated Real Estate Entities which are partially owned by related parties. As noted, we have no equity interest in these entities but consolidate these as VIEs when Nutex is a co-borrower or provides a guarantee of the Real Estate Entities mortgage indebtedness. In the second quarter of 2022, we deconsolidated 17 Real Estate Entities. Revenue and operating expenses for the real estate division are not significant since finance lease income is recognized outside of segment operating income as other income by the Real Estate Entities. Such amounts are generally eliminated in the consolidation of these entities into our financial statements. Corporate and other expenses. Total corporate costs in the six months ended
June 30, 2022were $11.5 millionincluding general and administrative expenses of $7.6 millionand acquisition-related costs associated with the merger with Clinigence totaling $3.9 million. Corporate costs for the six months ended June 30, 2021totaled $3.5and consisted of general and administrative expenses. In the 2022 period, we incurred higher levels of professional fees as we prepared for our public listing, made staffing additions commensurate with our operational growth and made key additions to our executive management team.
Interest expense. Interest expense for the six months ended
June 30, 2022totaled $5.7 millionas compared with $3.0 millionfor the same period of 2021. This increase in interest expense was principally a result of higher mortgage indebtedness of consolidated Real Estate Entities, interest expense on outstanding term notes and lines of credit for financing operating equipment, accretion costs related to the conversion of notes payable from the Clinigence transaction and working capital needs. Interest expense is expected to decline in future periods as a result of the deconsolidation of 17 Real Estate Entities and their associated mortgage indebtedness during the second quarter of 2022 as well as the elimination of the accretion costs related to the conversion of notes payable from the Clinigence transaction. Other expense (income). Other expense for the six months ended June 30, 2021include $4 millionfor the forgiveness of SBA Paycheck Protection Program loans we obtained. Income tax expense. As discussed above, our tax status was changed as a result of the merger with Clinigence. Previously, Nutex Health Holdco LLCand the Nutex Subsidiaries were pass-through entities treated as partnerships for U.S.federal income tax purposes. No provision for federal income taxes was provided for these periods as federal taxes were obligations of these companies' members. We recognized a non-cash charge of $20.8 millionto income tax expense during the six months ended June 30, 2022for this change in tax status. Secondly, we recorded an offsetting non-cash benefit during the six months ended June 30, 2022of $2.4 millionto income tax expense to remove the acquired valuation allowance Clinigence had against its deferred tax assets. Each of the discrete items above are one-time, non-cash items. Our effective tax rate for the six months ended June 30, 2022, excluding the discrete items above, was 25.2%. 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.
Cash and capital resources
Significant sources and uses of cash in the first six months of 2022.
Sources of cash:
• Cash provided by operating activities was
the main components of our working capital (customers, inventory,
payables and expenses).
• Clinigence balance sheet at the date of merger included
• We received net proceeds of
and lines of credit.
• We received net proceeds of
warrants and options.
• We made distributions to our owners related to pre-merger operations
with Clinigence and to minority shareholders totaling
37 Uses of cash:
• Capital expenditures have been
• The cash associated with the 17 deconsolidated Real Estate Entities totals
Future sources and uses of cash. Our operating activities are financed with cash on hand which is generated from revenues. Many of our hospital facilities are leased from Real Estate Entities. These leases are presented in our consolidated balance sheets when the associated Real Estate Entity is not consolidated. If the Real Estate Entity is consolidated, the lease is not presented. Instead, in these instances, the facility and any associated debt owed by the Real Estate Entity is presented. 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 Real Estate 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 at favorable economic terms or at all.
Indebtedness. The Company’s indebtedness at
I, “Financial statements – Note 8 – Debt” and our lease obligations are
presented in Section I, “Financial Statements – Note 9 – Leases”.
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 HealthInc.plus net interest expense, depreciation and amortization, further adjusted for stock-based compensation and any acquisition related costs. 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 2022 2021 2022 2021 Reconciliation of Net income (loss) attributable to Nutex Health Inc.to Adjusted EBITDA: Net income (loss) attributable to Nutex Health Inc. $ (19,395,752 ) $ 27,059,401 $ 2,134,550 $ 64,821,537Depreciation and amortization 3,132,485 2,223,461 5,529,346 4,001,640 Interest expense, net 3,849,629 1,504,933 5,705,603 2,991,090 Income tax expense 19,653,286 481,501 19,829,609 638,354 Allocation to noncontrolling interests (1,825,262 ) (1,254,592 ) (3,521,488 ) (2,703,929 ) EBITDA 5,414,386 30,014,704 29,677,620 69,748,692 Stock-based compensation expense 54,166 -
54,166 - Acquisition costs 3,885,666 - 3,885,666 - Adjusted EBITDA
$ 9,354,218 $ 30,014,704 $ 33,617,452 $ 69,748,69238
Significant Accounting Policies
Hospital division - 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). The Company's performance obligations are to provide emergency health care services primarily on an outpatient basis. Net patient service revenues are recorded at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are net of appropriate discounts giving recognition to differences between the Company's charges and reimbursement rates from third party payors. Patient service net revenues earned by the Company are recognized at a point in time when the services are provided, net of adjustments and discounts. Because all the Company's performance obligations relate to contracts with a duration of less than one-year, certain disclosures are limited. The transaction price is determined based on gross charges for services provided, reduced by contractual adjustments provided to third-party payors, discounts and implicit price concessions provided primarily to uninsured patients in accordance with the Company's policy. For uninsured patients, the Company recognizes revenue based on established rates, subject to certain discounts and implicit price concessions. The Company is reimbursed from third party payors under various methodologies based on the level of care provided. We are considered "out-of-network" with commercial health plans. As there are no contractual rates established with insurance entities, revenues are estimated based on the "usual and customary" charges allowed by insurance payors using historical collection experience, historical trends of refunds and payor payment adjustments (retractions). Revenue from the Medicare program is based on reimbursement rates set by governmental authorities. Patients who have health care insurance may also have discounts applied related to their copayment or deductible. Estimates of contractual adjustments and discounts are determined by major payor classes for outpatient revenues based on historical experience. The Company estimates implicit price concessions based on its historical collection experience with these classes of patients using a portfolio approach. The portfolios consist of major payor classes for outpatient revenue. Based on historical collection trends and other analyses, the Company concluded that revenue for a given portfolio would not be materially different than if accounting for revenue on a contract-by-contract basis. 39 Customer payments are due upon receipt of an explanation of benefits for insured patients or it is due upon receipt of the bill from the Company for uninsured payments. There is no financing component associated with payments due from insurers or patients.
Division of Population Health Management – The Division of Population Health Management
the division recognizes revenues for capitation and management fees for services to
APNs and physician groups and for licensing, training and consulting
tied to our proprietary cloud-based 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. Revenue is recognized and received monthly for our services. In addition, we provide consultant services that are charged as a flat fixed rate and recognized as revenue when the service is performed. Consultant services revenues represent a small portion of our total revenue. Software licenses are provided as SaaS-based subscriptions that grants access to proprietary online databases and data management solutions. Training and consulting are project based and billable to customers on a monthly-basis or task-basis. Revenue from training and consulting are generally recognized upon delivery of training or completion of the consulting project. The duration of training and consulting projects are typically a few weeks or months and last no longer than 12 months. SaaS-based subscriptions are generally marketed under multi-year agreements with annual, semi-annual, quarterly, or month-to-month renewals and revenue is recognized ratably over the renewal period with the unearned amounts received recorded as deferred revenue. For multiple-element arrangements accounted for in accordance with specific software accounting guidance, multiple deliverables are segregated into units of accounting which are delivered items that have value to a customer on a standalone basis. Cash payments for SaaS-based subscriptions received in advance of the satisfaction of our performance obligations as deferred revenue and recognized as revenue over the period in which the performance obligations are satisfied. The Company completes its contractual performance obligations through providing its customers access to specified data through subscriptions for a service period, and training on consulting associated with the subscriptions. We primarily invoice our customers on a monthly basis and do not provide any refunds, rights of return, or warranties. Construction in Progress. The Company regularly is in the process of constructing new facilities. Generally, our ER Entities are responsible for the leasehold buildout and equipment while the associated Real Estate Entity procures the land, if any, and constructs a new or remodeled facility. Costs incurred to construct assets which will ultimately be classified as fixed assets are capitalized and classified in our financial statements as construction in progress until construction is completed and the asset is available for use. Once the asset is available for use, it is reclassified as another category of fixed assets and depreciated across its useful life.?
Recent accounting statements. There are no new accounting statements
likely to have a significant impact on the consolidated financial statements