| Restatement of previously issued financial statements |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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|
As Previously |
|
Network |
|
Preferred Returns |
|
Class A Units |
|
Revenue |
|
|
|
|
|
Reported |
|
Adjustments |
|
Adjustments |
|
Adjustment |
|
Adjustments |
|
As Restated |
Condensed Consolidated Balance Sheet as of September 30, 2021 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Units Subject to Possible Redemption |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
43,656,270 |
|
$ |
— |
|
$ |
43,656,270 |
Class D Units Subject to Possible Redemption |
|
|
54,936,716 |
|
|
— |
|
|
(7,895,162) |
|
|
— |
|
|
— |
|
|
47,041,554 |
Contributed Capital |
|
|
41,764,270 |
|
|
— |
|
|
— |
|
|
(41,764,270) |
|
|
— |
|
|
— |
Class A Preferred Returns |
|
|
6,594,660 |
|
|
— |
|
|
(6,594,660) |
|
|
— |
|
|
— |
|
|
— |
Accumulated Equity-Based Compensation |
|
|
2,747,960 |
|
|
— |
|
|
— |
|
|
(921,092) |
|
|
— |
|
|
1,826,868 |
Retained Loss from Non-Controlling Interests |
|
|
(26,231,059) |
|
|
26,231,059 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) |
|
|
(203,942,517) |
|
|
(26,231,059) |
|
|
14,489,765 |
|
|
(970,908) |
|
|
— |
|
|
(216,654,719) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2021 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitated Revenue |
|
$ |
447,137,121 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
(3,539,071) |
|
$ |
443,598,050 |
Other Patient Service Revenue |
|
|
12,366,111 |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,893,823) |
|
|
8,472,288 |
Total Operating Revenue |
|
|
459,503,232 |
|
|
— |
|
|
— |
|
|
— |
|
|
(7,432,894) |
|
|
452,070,338 |
Medical Expenses |
|
|
459,233,085 |
|
|
— |
|
|
— |
|
|
— |
|
|
(899,940) |
|
|
458,333,145 |
Total Operating Expenses |
|
|
520,053,309 |
|
|
— |
|
|
— |
|
|
— |
|
|
(899,940) |
|
|
519,153,369 |
Operating Loss |
|
|
(60,550,077) |
|
|
— |
|
|
— |
|
|
— |
|
|
(6,532,954) |
|
|
(67,083,031) |
Interest Expense, net |
|
|
(13,130,628) |
|
|
— |
|
|
6,107,441 |
|
|
— |
|
|
— |
|
|
(7,023,187) |
Total Other Expenses |
|
|
(25,193,893) |
|
|
— |
|
|
6,107,441 |
|
|
— |
|
|
— |
|
|
(19,086,452) |
Net Loss Attributable to Non-Controlling Interests |
|
|
(8,043,678) |
|
|
8,043,678 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Net Loss (formerly Net Loss Attributable to Controlling Interests) |
|
|
(77,700,292) |
|
|
(8,043,678) |
|
|
6,107,441 |
|
|
— |
|
|
(6,532,954) |
|
|
(86,169,483) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Operations for the Three Months Ended September 30, 2021 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitated Revenue |
|
$ |
152,276,992 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
|
796,003 |
|
$ |
153,072,995 |
Other Patient Service Revenue |
|
|
4,243,263 |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,130,303) |
|
|
3,112,960 |
Total Operating Revenue |
|
|
156,520,255 |
|
|
— |
|
|
— |
|
|
— |
|
|
(334,300) |
|
|
156,185,955 |
Medical Expenses |
|
|
161,662,423 |
|
|
— |
|
|
— |
|
|
— |
|
|
(334,300) |
|
|
161,328,123 |
Total Operating Expenses |
|
|
184,643,797 |
|
|
— |
|
|
— |
|
|
— |
|
|
(334,300) |
|
|
184,309,497 |
Interest Expense, net |
|
|
(4,643,254) |
|
|
— |
|
|
2,114,063 |
|
|
— |
|
|
— |
|
|
(2,529,191) |
Total Other Expenses |
|
|
(6,044,940) |
|
|
— |
|
|
2,114,063 |
|
|
— |
|
|
— |
|
|
(3,930,877) |
Net Loss Attributable to Non-Controlling Interests |
|
|
(2,801,965) |
|
|
2,801,965 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Net Loss (formerly Net Loss Attributable to Controlling Interests) |
|
|
(31,366,517) |
|
|
(2,801,965) |
|
|
2,114,063 |
|
|
— |
|
|
— |
|
|
(32,054,419) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Changes in Members' Deficit for the Nine Months Ended September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Return at 8% for Class A Units |
|
$ |
2,779,619 |
|
$ |
— |
|
$ |
(2,779,619) |
|
$ |
— |
|
|
— |
|
$ |
— |
Net Loss |
|
|
(85,743,970) |
|
|
— |
|
|
6,107,441 |
|
|
— |
|
|
(6,532,954) |
|
|
(86,169,483) |
Balance as of September 30, 2021 |
|
|
(179,246,686) |
|
|
— |
|
|
7,895,167 |
|
|
(43,656,331) |
|
|
— |
|
|
(215,007,850) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Changes in Members' Deficit for the Three Months Ended September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Return at 8% for Class A Units |
|
$ |
962,163 |
|
$ |
— |
|
$ |
(962,163) |
|
$ |
— |
|
|
— |
|
$ |
— |
Net Loss |
|
|
(34,168,482) |
|
|
— |
|
|
2,114,063 |
|
|
— |
|
|
— |
|
|
(32,054,419) |
Balance as of September 30, 2021 |
|
|
(179,246,686) |
|
|
— |
|
|
7,895,167 |
|
|
(43,656,331) |
|
|
— |
|
|
(215,007,850) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
$ |
(85,743,970) |
|
$ |
— |
|
$ |
6,107,441 |
|
$ |
— |
|
|
(6,532,954) |
|
$ |
(86,169,483) |
Health Plan Settlements Receivable/Premiums Receivable |
|
|
(7,417,477) |
|
|
— |
|
|
— |
|
|
— |
|
|
6,532,954 |
|
|
(884,523) |
Class A and Class D Preferred Returns |
|
|
6,107,441 |
|
|
— |
|
|
(6,107,441) |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Previously |
|
Network |
|
Preferred Returns |
|
Class A Units |
|
Revenue |
|
|
|
|
|
Reported |
|
Adjustments |
|
Adjustments |
|
Adjustments |
|
Adjustment |
|
As Restated |
Condensed Consolidated Balance Sheet as of June 30, 2021 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Units Subject to Possible Redemption |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
43,656,270 |
|
$ |
— |
|
$ |
43,656,270 |
Class D Units Subject to Possible Redemption |
|
|
53,784,760 |
|
|
— |
|
|
(6,743,207) |
|
|
— |
|
|
— |
|
|
47,041,553 |
Contributed Capital |
|
|
41,764,270 |
|
|
— |
|
|
— |
|
|
(41,764,270) |
|
|
— |
|
|
— |
Class A Preferred Returns |
|
|
5,632,496 |
|
|
— |
|
|
(5,632,496) |
|
|
— |
|
|
— |
|
|
— |
Accumulated Equity-Based Compensation |
|
|
2,392,875 |
|
|
— |
|
|
— |
|
|
(921,092) |
|
|
— |
|
|
1,471,783 |
Retained Loss from Non-Controlling Interests |
|
|
(23,429,094) |
|
|
23,429,094 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) |
|
|
(172,576,003) |
|
|
(23,429,094) |
|
|
12,375,705 |
|
|
(970,908) |
|
|
— |
|
|
(184,600,300) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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) |
|
|
— |
|
|
— |
|
|
— |
*Rounding may cause variances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Previously |
|
Network |
|
Preferred Returns |
|
Class A Units |
|
Revenue |
|
|
|
|
|
Reported |
|
Adjustment |
|
Adjustment |
|
Adjustments |
|
Adjustment |
|
As Restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Balance Sheet as of March 31, 2021 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Plan Settlement Receivables |
|
$ |
3,687,918 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
6,532,954 |
|
$ |
10,220,872 |
Total Current Assets |
|
|
78,762,484 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,532,954 |
|
|
85,295,438 |
Total Assets |
|
|
94,189,692 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,532,954 |
|
|
100,722,646 |
Class A Units Subject to Possible Redemption |
|
|
— |
|
|
— |
|
|
— |
|
|
43,656,270 |
|
|
— |
|
|
43,656,270 |
Class D Units Subject to Possible Redemption |
|
|
52,675,137 |
|
|
— |
|
|
(5,633,583) |
|
|
— |
|
|
— |
|
|
47,041,554 |
Contributed Capital |
|
|
41,764,270 |
|
|
— |
|
|
— |
|
|
(41,764,270) |
|
|
— |
|
|
— |
Class A Preferred Returns |
|
|
4,705,644 |
|
|
— |
|
|
(4,705,644) |
|
|
— |
|
|
— |
|
|
— |
Accumulated Equity-Based Compensation |
|
|
1,829,084 |
|
|
— |
|
|
— |
|
|
(921,092) |
|
|
— |
|
|
907,992 |
Retained Loss from Non-Controlling Interests |
|
|
(21,469,673) |
|
|
21,469,673 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Accumulated Deficit (formerly Accumulated Loss from Controlling Interest) |
|
|
(149,567,493) |
|
|
(21,469,673) |
|
|
10,339,227 |
|
|
(970,908) |
|
|
6,532,954 |
|
|
(155,135,893) |
Total Liabilities, Mezzanine Equity & Members' Equity (Deficit) |
|
|
94,189,692 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,532,954 |
|
|
100,722,646 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitated Revenue |
|
$ |
147,700,465 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
1,263,725 |
|
$ |
148,964,190 |
Other Patient Service Revenue |
|
|
3,863,915 |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,530,165) |
|
|
2,333,750 |
Total Operating Revenue |
|
|
151,564,380 |
|
|
— |
|
|
— |
|
|
— |
|
|
(266,440) |
|
|
151,297,940 |
Medical Expenses |
|
|
146,890,945 |
|
|
— |
|
|
— |
|
|
— |
|
|
(266,440) |
|
|
146,624,505 |
Total Operating Expenses |
|
|
164,552,810 |
|
|
— |
|
|
— |
|
|
— |
|
|
(266,440) |
|
|
164,286,370 |
Interest Expense, net |
|
|
(4,081,134) |
|
|
— |
|
|
1,956,848 |
|
|
— |
|
|
— |
|
|
(2,124,286) |
Total Other Expenses |
|
|
(13,619,130) |
|
|
— |
|
|
1,956,848 |
|
|
— |
|
|
— |
|
|
(11,662,282) |
Net Loss Attributable to Non-Controlling Interests |
|
|
(3,282,292) |
|
|
3,282,292 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Net Loss (formerly Net Loss Attributable to Controlling Interests) |
|
|
(23,325,268) |
|
|
(3,282,292) |
|
|
1,956,848 |
|
|
— |
|
|
— |
|
|
(24,650,712) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Cash Flows for the 3 Months Ended March 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
$ |
(26,607,560) |
|
$ |
— |
|
$ |
1,956,848 |
|
|
— |
|
|
— |
|
$ |
(24,650,712) |
Class A and Class D Preferred Returns |
|
|
1,956,848 |
|
|
— |
|
|
(1,956,848) |
|
|
— |
|
|
— |
|
|
— |
*Rounding may cause variances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Previously |
|
Network |
|
Preferred Returns |
|
Class A Units |
|
Capitated Revenue |
|
|
|
|
|
Reported |
|
Adjustments |
|
Adjustments |
|
Adjustments |
|
Adjustments |
|
As Restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2020 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitated Revenue |
|
$ |
351,018,290 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
1,630,111 |
|
$ |
352,648,401 |
Other Patient Service Revenue |
|
|
9,645,990 |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,230,451) |
|
|
7,415,539 |
Total Operating Revenue |
|
|
360,664,280 |
|
|
— |
|
|
— |
|
|
— |
|
|
(600,340) |
|
|
360,063,940 |
Medical Expenses |
|
|
348,258,272 |
|
|
— |
|
|
— |
|
|
— |
|
|
(600,340) |
|
|
347,657,932 |
Total Operating Expenses |
|
|
384,971,257 |
|
|
— |
|
|
— |
|
|
— |
|
|
(600,340) |
|
|
384,370,917 |
Interest Expense, net |
|
|
(6,877,619) |
|
|
— |
|
|
5,577,812 |
|
|
— |
|
|
— |
|
|
(1,299,807) |
Total Other Expenses |
|
|
(6,877,619) |
|
|
— |
|
|
5,577,812 |
|
|
— |
|
|
— |
|
|
(1,299,807) |
Net Loss Attributable to Non-Controlling Interests |
|
|
(3,449,955) |
|
|
3,449,955 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Net Loss (formerly Net Loss Attributable to Controlling Interests) |
|
|
(27,734,641) |
|
|
(3,449,955) |
|
|
5,577,812 |
|
|
— |
|
|
— |
|
|
(25,606,784) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Operations for the Three Months Ended September 30, 2020 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitated Revenue |
|
$ |
124,461,275 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
721,351 |
|
$ |
125,182,626 |
Other Patient Service Revenue |
|
|
4,379,716 |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,018,851) |
|
|
3,360,865 |
Total Operating Revenue |
|
|
128,840,991 |
|
|
— |
|
|
— |
|
|
— |
|
|
(297,500) |
|
|
128,543,491 |
Medical Expenses |
|
|
127,015,976 |
|
|
— |
|
|
— |
|
|
— |
|
|
(297,500) |
|
|
126,718,476 |
Total Operating Expenses |
|
|
142,355,570 |
|
|
— |
|
|
— |
|
|
— |
|
|
(297,500) |
|
|
142,058,070 |
Interest Expense, net |
|
|
(2,316,579) |
|
|
— |
|
|
1,859,270 |
|
|
— |
|
|
— |
|
|
(457,309) |
Total Other Expenses |
|
|
(2,316,579) |
|
|
— |
|
|
1,859,270 |
|
|
— |
|
|
— |
|
|
(457,309) |
Net Income Attributable to Non-Controlling Interests |
|
|
875,560 |
|
|
(875,560) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Net Loss (formerly Net Loss Attributable to Controlling Interests) |
|
|
(16,706,718) |
|
|
875,560 |
|
|
1,859,270 |
|
|
— |
|
|
— |
|
|
(13,971,888) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Changes in Members' Deficit for the 9 Months Ended September 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Return at 8% for Class A Units |
|
$ |
2,534,853 |
|
$ |
— |
|
$ |
(2,534,853) |
|
$ |
— |
|
$ |
— |
|
$ |
— |
Net Loss |
|
|
(31,184,596) |
|
|
— |
|
|
5,577,812 |
|
|
— |
|
|
— |
|
|
(25,606,784) |
Balance as of September 30, 2020 |
|
|
(84,110,848) |
|
|
— |
|
|
3,558,027 |
|
|
(43,656,271) |
|
|
— |
|
|
(124,209,092) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Changes in Members' Deficit for the 3 Months Ended September 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Return at 8% for Class A Units |
|
$ |
840,805 |
|
$ |
— |
|
$ |
(840,805) |
|
$ |
— |
|
$ |
— |
|
$ |
— |
Net Loss |
|
|
(15,831,158) |
|
|
— |
|
|
1,859,270 |
|
|
— |
|
|
— |
|
|
(13,971,888) |
Balance as of September 30, 2020 |
|
|
(84,110,848) |
|
|
— |
|
|
3,558,027 |
|
|
(43,656,271) |
|
|
— |
|
|
(124,209,092) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Cash Flows for the 9 Months Ended September 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
$ |
(31,184,596) |
|
$ |
— |
|
$ |
5,577,812 |
|
$ |
— |
|
$ |
— |
|
$ |
(25,606,784) |
Class A and Class D Preferred Returns |
|
|
5,577,812 |
|
|
— |
|
|
(5,577,812) |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Previously |
|
Network |
|
Preferred Returns |
|
Class A Units |
|
Captital Revenue |
|
|
|
|
|
Reported |
|
Adjustments |
|
Adjustments |
|
Adjustments |
|
Adjustments |
|
As Restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2020 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitated Revenue |
|
$ |
226,557,015 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
908,759 |
|
$ |
227,465,774 |
Other Patient Service Revenue |
|
|
5,266,273 |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,211,599) |
|
|
4,054,674 |
Total Operating Revenue |
|
|
231,823,288 |
|
|
— |
|
|
— |
|
|
— |
|
|
(302,840) |
|
|
231,520,448 |
Medical Expenses |
|
|
221,242,295 |
|
|
— |
|
|
— |
|
|
— |
|
|
(302,840) |
|
|
220,939,455 |
Total Operating Expenses |
|
|
242,615,687 |
|
|
— |
|
|
— |
|
|
— |
|
|
(302,840) |
|
|
242,312,847 |
Interest Expense, net |
|
|
(4,561,039) |
|
|
— |
|
|
3,718,542 |
|
|
— |
|
|
— |
|
|
(842,497) |
Total Other Expenses |
|
|
(4,561,039) |
|
|
— |
|
|
3,718,542 |
|
|
— |
|
|
— |
|
|
(842,497) |
Net Loss Attributable to Non-Controlling Interests |
|
|
(4,325,515) |
|
|
4,325,515 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Net Loss (formerly Net Loss Attributable to Controlling Interests) |
|
|
(11,027,923) |
|
|
(4,325,515) |
|
|
3,718,542 |
|
|
— |
|
|
— |
|
|
(11,634,896) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Operations for the Three Months Ended June 30, 2020 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitated Revenue |
|
$ |
114,042,681 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
472,742 |
|
$ |
114,515,423 |
Other Patient Service Revenue |
|
|
2,821,811 |
|
|
— |
|
|
— |
|
|
— |
|
|
(624,782) |
|
|
2,197,029 |
Total Operating Revenue |
|
|
116,864,492 |
|
|
— |
|
|
— |
|
|
— |
|
|
(152,040) |
|
|
116,712,452 |
Medical Expenses |
|
|
105,777,973 |
|
|
— |
|
|
— |
|
|
— |
|
|
(152,040) |
|
|
105,625,933 |
Total Operating Expenses |
|
|
121,527,179 |
|
|
— |
|
|
— |
|
|
— |
|
|
(152,040) |
|
|
121,375,139 |
Interest Expense, net |
|
|
(2,249,977) |
|
|
— |
|
|
1,859,271 |
|
|
— |
|
|
— |
|
|
(390,706) |
Total Other Expenses |
|
|
(2,299,977) |
|
|
— |
|
|
1,859,271 |
|
|
— |
|
|
— |
|
|
(440,706) |
Net Loss Attributable to Non-Controlling Interests |
|
|
(2,774,562) |
|
|
2,774,562 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Net Loss (formerly Net Loss Attributable to Controlling Interests) |
|
|
(4,188,102) |
|
|
(2,774,562) |
|
|
1,859,271 |
|
|
— |
|
|
— |
|
|
(5,103,393) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Changes in Members' Deficit for the 6 Months Ended June 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Return at 8% for Class A Units |
|
$ |
1,694,048 |
|
$ |
— |
|
$ |
(1,694,048) |
|
$ |
— |
|
$ |
— |
|
$ |
— |
Net Loss |
|
|
(15,353,438) |
|
|
— |
|
|
3,718,542 |
|
|
— |
|
|
— |
|
|
(11,634,896) |
Balance as of June 30, 2020 |
|
|
(69,173,164) |
|
|
— |
|
|
2,539,562 |
|
|
(43,656,272) |
|
|
— |
|
|
(110,289,874) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Changes in Members' Deficit for the 3 Months Ended June 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Return at 8% for Class A Units |
|
$ |
847,048 |
|
$ |
— |
|
$ |
(847,048) |
|
$ |
— |
|
$ |
— |
|
$ |
— |
Net Loss |
|
|
(6,962,664) |
|
|
— |
|
|
1,859,271 |
|
|
— |
|
|
— |
|
|
(5,103,393) |
Balance as of June 30, 2020 |
|
|
(69,173,164) |
|
|
— |
|
|
2,539,562 |
|
|
(43,656,272) |
|
|
— |
|
|
(110,289,874) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Cash Flows for the 6 Months Ended June 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
$ |
(15,353,438) |
|
$ |
— |
|
$ |
3,718,542 |
|
$ |
— |
|
$ |
— |
|
$ |
(11,634,896) |
Class A and Class D Preferred Returns |
|
|
3,718,542 |
|
|
— |
|
|
(3,718,542) |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Previously |
|
Network |
|
Preferred Returns |
|
Class A Units |
|
Capitated Revenue |
|
|
|
|
|
Reported |
|
Adjustments |
|
Adjustments |
|
Adjustments |
|
Adjustments |
|
As Restated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2020 (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitated Revenue |
|
$ |
112,514,334 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
436,017 |
|
$ |
112,950,351 |
Other Patient Service Revenue |
|
|
2,444,462 |
|
|
— |
|
|
— |
|
|
— |
|
|
(586,817) |
|
|
1,857,645 |
Total Operating Revenue |
|
|
114,958,796 |
|
|
— |
|
|
— |
|
|
— |
|
|
(150,800) |
|
|
114,807,996 |
Medical Expenses |
|
|
115,464,322 |
|
|
— |
|
|
— |
|
|
— |
|
|
(150,800) |
|
|
115,313,522 |
Total Operating Expenses |
|
|
121,088,507 |
|
|
— |
|
|
— |
|
|
— |
|
|
(150,800) |
|
|
120,937,707 |
Interest Expense, net |
|
|
(2,261,063) |
|
|
— |
|
|
1,859,271 |
|
|
— |
|
|
— |
|
|
(401,792) |
Total Other Expenses |
|
|
(2,261,063) |
|
|
— |
|
|
1,859,271 |
|
|
— |
|
|
— |
|
|
(401,792) |
Net Loss Attributable to Non-Controlling Interests |
|
|
(1,550,953) |
|
|
1,550,953 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Net Loss (formerly Net Loss Attributable to Controlling Interests) |
|
|
(6,839,821) |
|
|
(1,550,953) |
|
|
1,859,271 |
|
|
— |
|
|
— |
|
|
(6,531,503) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Changes in Members' Deficit for the 3 Months Ended March 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Return at 8% for Class A Units |
|
$ |
846,999 |
|
$ |
— |
|
$ |
(846,999) |
|
$ |
— |
|
$ |
— |
|
$ |
— |
Net Loss |
|
|
(8,390,774) |
|
|
— |
|
|
1,859,271 |
|
|
— |
|
|
— |
|
|
(6,531,503) |
Balance as of March 31, 2020 |
|
|
(63,212,106) |
|
|
— |
|
|
1,527,340 |
|
|
(43,656,272) |
|
|
— |
|
|
(105,341,038) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Cash Flows for the 3 Months Ended March 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
$ |
(8,390,774) |
|
$ |
— |
|
$ |
1,859,271 |
|
$ |
— |
|
$ |
— |
|
$ |
(6,531,503) |
Class A and Class D Preferred Returns |
|
|
1,859,271 |
|
|
— |
|
|
(1,859,271) |
|
|
— |
|
|
— |
|
|
— |
|