| Summary of the effects of the restatement adjustments on each financial statement line item affected by the restatement as of the dates, and for the periods |
The following tables summarize the restatement adjustments on each financial statement line item affected by the restatement as of the dates, and for the periods, indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Previously |
|
Network |
|
Preferred Returns |
|
Class A Units |
|
Revenue |
|
|
|
|
|
Reported |
|
Adjustments |
|
Adjustments |
|
Adjustments |
|
Adjustment |
|
As Restated |
Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitated Revenue |
|
$ |
294,860,130 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
(4,335,073) |
|
$ |
290,525,057 |
Other Patient Service Revenue |
|
|
8,122,849 |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,763,520) |
|
|
5,359,329 |
Total Operating Revenue |
|
|
302,982,979 |
|
|
— |
|
|
— |
|
|
— |
|
|
(7,098,593) |
|
|
295,884,386 |
Medical Expenses |
|
|
297,570,662 |
|
|
— |
|
|
— |
|
|
— |
|
|
(565,640) |
|
|
297,005,022 |
Total Operating Expenses |
|
|
335,409,517 |
|
|
— |
|
|
— |
|
|
— |
|
|
(565,640) |
|
|
334,843,877 |
Operating Loss |
|
|
(32,426,538) |
|
|
— |
|
|
— |
|
|
— |
|
|
(6,532,953) |
|
|
(38,959,491) |
Interest Expense, net |
|
|
(8,487,374) |
|
|
— |
|
|
3,993,325 |
|
|
— |
|
|
— |
|
|
(4,494,049) |
Total Other Expenses |
|
|
(19,148,953) |
|
|
— |
|
|
3,993,325 |
|
|
— |
|
|
— |
|
|
(15,155,628) |
Net Loss Attributable to Non-Controlling Interests |
|
|
(5,241,713) |
|
|
5,241,713 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Net Loss (formerly Net Loss Attributable to Controlling Interests) |
|
|
(46,333,778) |
|
|
(5,241,713) |
|
|
3,993,325 |
|
|
— |
|
|
(6,532,953) |
|
|
(54,115,119) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitated Revenue |
|
$ |
147,159,665 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
(5,598,799) |
|
$ |
141,560,866 |
Other Patient Service Revenue |
|
|
4,258,933 |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,233,356) |
|
|
3,025,577 |
Total Operating Revenue |
|
|
151,418,598 |
|
|
— |
|
|
— |
|
|
— |
|
|
(6,832,155) |
|
|
144,586,443 |
Medical Expenses |
|
|
150,679,717 |
|
|
— |
|
|
— |
|
|
— |
|
|
(299,200) |
|
|
150,380,517 |
Total Operating Expenses |
|
|
170,856,707 |
|
|
— |
|
|
— |
|
|
— |
|
|
(299,200) |
|
|
170,557,507 |
Operating Loss |
|
|
(19,438,108) |
|
|
— |
|
|
— |
|
|
— |
|
|
(6,532,955) |
|
|
(25,971,063) |
Interest Expense, net |
|
|
(4,406,240) |
|
|
— |
|
|
2,036,476 |
|
|
— |
|
|
— |
|
|
(2,369,764) |
Total Other Expenses |
|
|
(5,529,823) |
|
|
— |
|
|
2,036,476 |
|
|
— |
|
|
— |
|
|
(3,493,347) |
Net Loss Attributable to Non-Controlling Interests |
|
|
(1,959,421) |
|
|
1,959,421 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Net Loss (formerly Net Loss Attributable to Controlling Interests) |
|
|
(23,008,510) |
|
|
(1,959,421) |
|
|
2,036,476 |
|
|
— |
|
|
(6,532,955) |
|
|
(29,464,410) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Changes in Members' Deficit for the Six Months Ended June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Return at 8% for Class A Units |
|
$ |
1,817,564 |
|
$ |
— |
|
$ |
(1,817,564) |
|
$ |
— |
|
$ |
— |
|
$ |
— |
Net Loss |
|
|
(51,575,491) |
|
|
— |
|
|
3,993,325 |
|
|
— |
|
|
(6,532,953) |
|
|
(54,115,119) |
Balance as of June 30,2021 |
|
|
(146,395,455) |
|
|
— |
|
|
6,743,106 |
|
|
(43,656,170) |
|
|
— |
|
|
(183,308,519) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Changes in Members' Deficit for the Three Months Ended June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Return at 8% for Class A Units |
|
$ |
926,852 |
|
$ |
— |
|
$ |
(926,852) |
|
$ |
— |
|
$ |
— |
|
$ |
— |
Net Loss |
|
|
(24,967,931) |
|
|
— |
|
|
2,036,476 |
|
|
— |
|
|
(6,532,955) |
|
|
(29,464,410) |
Balance as of June 30,2021 |
|
|
(146,395,455) |
|
|
— |
|
|
6,743,106 |
|
|
(43,656,170) |
|
|
— |
|
|
(183,308,519) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
$ |
(51,575,491) |
|
$ |
— |
|
$ |
3,993,325 |
|
$ |
— |
|
$ |
(6,532,953) |
|
$ |
(54,115,119) |
Health Plan Settlements Receivable/Premiums Receivable |
|
|
(5,320,861) |
|
|
— |
|
|
— |
|
|
— |
|
|
6,532,953 |
|
|
1,212,092 |
Class A and Class D Preferred Returns |
|
|
3,993,325 |
|
|
— |
|
|
(3,993,325) |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Changes in Members' Deficit for the 3 Months Ended March 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Return at 8% for Class A Units |
|
$ |
890,612 |
|
$ |
— |
|
$ |
(890,612) |
|
$ |
— |
|
$ |
— |
|
$ |
— |
Net Loss |
|
|
(26,607,560) |
|
|
— |
|
|
1,956,848 |
|
|
— |
|
|
— |
|
|
(24,650,712) |
Balance as of March 31,2021 |
|
|
(122,918,168) |
|
|
— |
|
|
5,633,581 |
|
|
(43,656,269) |
|
|
6,532,954 |
|
|
(154,407,902) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2020 |
|
$ |
(97,661,735) |
|
$ |
— |
|
$ |
4,567,346 |
|
$ |
(43,656,270) |
|
$ |
6,532,954 |
|
$ |
(130,217,705) |
*Rounding may cause variances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Previously |
|
Network |
|
Preferred Returns |
|
Class A Units |
|
Revenue |
|
|
|
|
|
Reported |
|
Adjustments |
|
Adjustments |
|
Adjustments |
|
Adjustments |
|
As Restated |
Consolidated Balance Sheet as of December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Plan Settlement Receivable |
|
$ |
38,429,833 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
6,532,954 |
|
$ |
44,962,787 |
Total Current Assets |
|
|
84,347,633 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,532,954 |
|
|
90,880,587 |
Total Assets |
|
|
99,902,252 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,532,954 |
|
|
106,435,206 |
Class A Units Subject to Possible Redemption |
|
|
— |
|
|
— |
|
|
— |
|
|
43,656,270 |
|
|
— |
|
|
43,656,270 |
Class D Units Subject to Possible Redemption |
|
|
51,608,900 |
|
|
— |
|
|
(4,567,346) |
|
|
— |
|
|
— |
|
|
47,041,554 |
Contributed Capital |
|
|
41,764,270 |
|
|
— |
|
|
— |
|
|
(41,764,270) |
|
|
— |
|
|
— |
Class A Preferred Returns |
|
|
3,815,034 |
|
|
— |
|
|
(3,815,034) |
|
|
— |
|
|
— |
|
|
— |
Accumulated Equity-Based Compensation |
|
|
1,368,567 |
|
|
— |
|
|
— |
|
|
(921,092) |
|
|
— |
|
|
447,475 |
Retained Loss from Non-Controlling Interests |
|
|
(18,187,381) |
|
|
18,187,381 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) |
|
|
(126,242,225) |
|
|
(18,187,381) |
|
|
8,382,381 |
|
|
(970,908) |
|
|
6,532,954 |
|
|
(130,485,179) |
Total Member’s Deficit |
|
|
(97,661,735) |
|
|
— |
|
|
4,567,346 |
|
|
(43,656,270) |
|
|
6,532,954 |
|
|
(130,217,705) |
Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) |
|
|
99,902,252 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,532,954 |
|
|
106,435,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Operations for the Year Ended December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitated Revenue |
|
$ |
471,551,241 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
9,188,336 |
|
$ |
480,739,577 |
Other Patient Service Revenue |
|
|
13,990,050 |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,666,102) |
|
|
10,323,948 |
Total Operating Revenue |
|
|
485,541,291 |
|
|
— |
|
|
— |
|
|
— |
|
|
5,522,234 |
|
|
491,063,525 |
Medical Expenses |
|
|
485,513,143 |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,010,720) |
|
|
484,502,423 |
Total Operating Expenses |
|
|
520,661,923 |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,010,720) |
|
|
519,651,203 |
Operating Loss |
|
|
(35,120,632) |
|
|
— |
|
|
— |
|
|
— |
|
|
6,532,954 |
|
|
(28,587,678) |
Interest Expense, net |
|
|
(9,970,260) |
|
|
— |
|
|
7,437,080 |
|
|
— |
|
|
— |
|
|
(2,533,180) |
Total Other Income (Expense) |
|
|
(10,260,944) |
|
|
— |
|
|
7,437,080 |
|
|
— |
|
|
— |
|
|
(2,823,864) |
Net Loss Attributable to Non-Controlling Interests |
|
|
(4,307,071) |
|
|
4,307,071 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Net Loss (formerly Net Loss Attributable to Controlling Interests) |
|
|
(41,074,505) |
|
|
(4,307,071) |
|
|
7,437,080 |
|
|
— |
|
|
6,532,954 |
|
|
(31,411,542) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Return(s) at 8% (Class A + Class D Units) |
|
$ |
7,437,080 |
|
$ |
— |
|
$ |
(7,437,080) |
|
$ |
— |
|
$ |
— |
|
$ |
— |
Net Loss |
|
|
(45,381,576) |
|
|
— |
|
|
7,437,080 |
|
|
— |
|
|
6,532,954 |
|
|
(31,411,542) |
Balance as of December 31, 2020 |
|
|
(97,661,735) |
|
|
— |
|
|
4,567,346 |
|
|
(43,656,270) |
|
|
6,532,954 |
|
|
(130,217,705) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the Year Ended December 31 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
$ |
(45,381,576) |
|
$ |
— |
|
$ |
7,437,080 |
|
$ |
— |
|
$ |
6,532,954 |
|
$ |
(31,411,542) |
Health Plan Settlements Receivable/Premiums Receivable |
|
|
(20,974,286) |
|
|
— |
|
|
— |
|
|
— |
|
|
(6,532,954) |
|
|
(27,507,240) |
Class A and Class D Preferred Returns |
|
|
7,437,080 |
|
|
— |
|
|
(7,437,080) |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheet as of December 31, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Units Subject to Possible Redemption |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
43,656,270 |
|
$ |
— |
|
$ |
43,656,270 |
Class D Units Subject to Possible Redemption |
|
|
47,556,622 |
|
|
— |
|
|
(515,068) |
|
|
— |
|
|
— |
|
|
47,041,554 |
Contributed Capital |
|
|
41,764,270 |
|
|
— |
|
|
— |
|
|
(41,764,270) |
|
|
— |
|
|
— |
Class A Preferred Returns |
|
|
430,230 |
|
|
— |
|
|
(430,230) |
|
|
— |
|
|
— |
|
|
— |
Accumulated Equity-Based Compensation |
|
|
921,092 |
|
|
— |
|
|
— |
|
|
(921,092) |
|
|
— |
|
|
— |
Retained Loss from Non-Controlling Interests |
|
|
(13,880,310) |
|
|
13,880,310 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) |
|
|
(85,167,716) |
|
|
(13,880,310) |
|
|
945,297 |
|
|
(970,908) |
|
|
— |
|
|
(99,073,637) |
Total Member’s Deficit |
|
|
(55,932,434) |
|
|
— |
|
|
515,068 |
|
|
(43,656,271) |
|
|
— |
|
|
(99,073,637) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Operations for the Year Ended December 31, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitated Revenue |
|
$ |
138,727,943 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
604,764 |
|
$ |
139,332,707 |
Other Patient Service Revenue |
|
|
7,166,889 |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,017,484) |
|
|
6,149,405 |
Total Operating Revenue |
|
|
145,894,832 |
|
|
— |
|
|
— |
|
|
— |
|
|
(412,720) |
|
|
145,482,112 |
Medical Expenses |
|
|
141,442,457 |
|
|
— |
|
|
— |
|
|
— |
|
|
(412,720) |
|
|
141,029,737 |
Total Operating Expenses |
|
|
185,430,503 |
|
|
— |
|
|
— |
|
|
— |
|
|
(412,720) |
|
|
185,017,783 |
Interest Expense, net |
|
|
(3,479,139) |
|
|
— |
|
|
945,297 |
|
|
— |
|
|
— |
|
$ |
(2,533,842) |
Total Other Income (Expense) |
|
|
(3,381,184) |
|
|
— |
|
|
945,297 |
|
|
— |
|
|
— |
|
|
(2,435,887) |
Net Loss Attributable to Non-Controlling Interests |
|
|
(7,907,592) |
|
|
7,907,592 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Net Loss (formerly Net Loss Attributable to Controlling Interests) |
|
|
(35,009,263) |
|
|
(7,907,592) |
|
|
945,297 |
|
|
— |
|
|
— |
|
|
(41,971,558) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Return(s) at 8% (Class A + Class D Units) |
|
$ |
945,298 |
|
$ |
— |
|
$ |
(945,298) |
|
$ |
— |
|
$ |
— |
|
$ |
— |
Net Loss |
|
|
(42,916,855) |
|
|
— |
|
|
945,297 |
|
|
— |
|
|
— |
|
|
(41,971,558) |
Conversion of Debt to Class A Units |
|
|
3,764,025 |
|
|
— |
|
|
— |
|
|
(3,764,025) |
|
|
— |
|
|
— |
Class A Units Issued |
|
|
11,184,468 |
|
|
— |
|
|
— |
|
|
(11,184,468) |
|
|
— |
|
|
— |
Redemption of Class A Units |
|
|
(15,000,000) |
|
|
— |
|
|
— |
|
|
15,000,000 |
|
|
— |
|
|
— |
Modification of Class A |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,892,002) |
|
|
— |
|
|
(1,892,002) |
Balance as of December 31, 2019 |
|
|
(55,932,434) |
|
|
— |
|
|
515,068 |
|
|
(43,656,271) |
|
|
— |
|
|
(99,073,637) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the Year Ended December 31 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
$ |
(42,916,855) |
|
$ |
— |
|
$ |
945,297 |
|
$ |
— |
|
$ |
— |
|
$ |
(41,971,558) |
Class A and Class D Preferred Returns |
|
|
945,297 |
|
|
— |
|
|
(945,297) |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Changes in Members' Deficit for the Year Ended December 31, 2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2018 |
|
$ |
(13,868,589) |
|
$ |
— |
|
$ |
— |
|
$ |
(41,815,530) |
|
$ |
— |
|
$ |
(55,684,119) |
|