Fair Value Measurements of Financial Instruments

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements of Financial Instruments

19. Fair Value Measurements of Financial Instruments

The carrying amounts and fair values of the Company’s financial instruments as of September 30, 2024, are presented below (in thousands):

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Assets
Money market accounts*	$	28,044	$	—	$	—	$	28,044
Marketable securities – certificates of deposit		2,263		—		—		2,263
Marketable securities – equity securities		91		—		—		91
I Health call option		—		—		3,907		3,907
Total assets	$	30,398	$	—	$	3,907	$	34,305
Liabilities
Interest rate collar	$	—	$	154	$	—	$	154
AAMG contingent consideration		—		—		3,876		3,876
VOMG contingent consideration		—		—		15		15
DMG remaining equity interest purchase		—		—		8,542		8,542
Sun Labs remaining equity interest purchase		—		—		7,352		7,352
ADSC contingent considerations		—		—		4,138		4,138
CFC contingent considerations		—		—		9,138		9,138
PCCCV contingent considerations		—		—		2,597		2,597
Total liabilities	$	—	$	154	$	35,658	$	35,812

* Included in cash and cash equivalents

The carrying amounts and fair values of the Company’s financial instruments as of December 31, 2023, are presented below (in thousands):

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Assets
Money market accounts*	$	4,842	$	—	$	—	$	4,842
Marketable securities – certificates of deposit		2,150		—		—		2,150
Marketable securities – equity securities		348		—		—		348
Total assets	$	7,340	$	—	$	—	$	7,340
Liabilities
AAMG contingent consideration	$	—	$	—	$	5,475	$	5,475
VOMG contingent consideration		—		—		17		17
DMG remaining equity interest purchase		—		—		8,542		8,542
Sun Labs remaining equity interest purchase		—		—		7,802		7,802
Interest rate collar		—		252		—		252
Total liabilities	$	—	$	252	$	21,836	$	22,088

* Included in cash and cash equivalents

The change in the fair value of Level 3 liabilities for the nine months ended September 30, 2024, was as follows (in thousands):

	Amount
Balance at January 1, 2024	$	21,836
Additions		14,202
Change in fair value of existing Level 3 liabilities		3,643
Settlements		(4,023	)
Balance at September 30, 2024	$	35,658

Investments in Marketable Securities

Certificates of deposit are reported at par value, plus accrued interest, with maturity dates greater than ninety days. As of September 30, 2024 and December 31, 2023, certificates of deposit amounted to approximately $2.3 million and $2.2 million, respectively. Investments in certificates of deposit are classified as Level 1 investments in the fair value hierarchy.

Equity securities are reported at fair value. These securities are classified as Level 1 in the valuation hierarchy, where quoted market prices from reputable third-party brokers are available in an active market and unadjusted. As of September 30, 2024 and December 31, 2023, the equity securities were approximately $0.1 million and $0.3 million, respectively, in the accompanying condensed consolidated balance sheets. Gains and losses recognized on equity securities sold are recognized in the accompanying condensed consolidated statements of income as other income. The components comprising total gains and losses on equity securities are as follows (in thousands) for the periods listed below:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024			2023
Total gains (losses) recognized on equity securities	$	68	$	(870	)	$	(133	)	$	(6,571	)
Gains (losses) recognized on equity securities sold		65		—			(146	)		—
Unrealized gains (losses) recognized on equity securities held at end of period	$	3	$	(870	)	$	13		$	(6,571	)

Derivative Financial Instruments

Interest Rate Collar Agreements

The Company’s collar agreement is designed to limit the interest rate risk associated with the Company’s Revolver Loan. The principal objective of the collar agreement is to eliminate or reduce the variability of the cash flows in interest payments associated with the Company’s floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. Refer to Note 9 — “Credit Facility, Promissory Notes Payable, Bank Loans, and Lines of Credit” for further information on the Company’s debt. Under the terms of the agreement, the ceiling is 5.0% and the floor is 2.34%. The collar agreement is not designated as a hedging instrument. Changes in the fair value of this contract are recognized as unrealized gain or loss on investments in the accompanying condensed consolidated statements of income and reflected in the accompanying condensed consolidated statements of cash flows as unrealized (gain) loss on investments. The estimated fair value of the collar was determined using Level 2. As of September 30, 2024 and December 31, 2023, the fair value of the collar was $0.2 million and $0.3 million, respectively, and presented within other long-term liabilities, in the accompanying condensed consolidated balance sheets. For the three months ended September 30, 2024 and 2023, the Company recognized unrealized loss of $0.6 million and unrealized gains of $0.1 million, respectively. For the nine months ended September 30, 2024 and 2023, the Company recognized unrealized gains of $0.1 million and $1.3 million, respectively.

I Health Call Option

The Company acquired a 25% equity interest in I Health which included a call option that allows the Company to purchase an additional 25% equity interest on each of the first, second, and third anniversaries of the purchase. The Company determined the fair value of the contingent considerations using a probability-weighted model that includes significant unobservable inputs (Level 3). Specifically, the Company considered various scenarios of revenue and assigned probabilities to each such scenario in determining fair value. As of September 30, 2024, the value of the call option was valued at $3.9 million. The I Health call option is presented within other assets in the accompanying condensed consolidated balance sheet. The 25% equity interest in I Health is accounted for under the equity method (see Note 5 — “Investments in Other Entities - Equity Method”).

Remaining equity interest purchase

In 2021, the Company entered into a financing obligation to purchase the remaining equity interest in Diagnostic Medical Group of Southern California (“DMG”) and Sun Clinical Laboratories (“Sun Labs”) within three years from the date the Company consolidated DMG and Sun Labs. The purchase of the remaining DMG equity value is considered a financing obligation with a carrying value of $8.5 million as of September 30, 2024 and December 31, 2023. Changes in the fair value of the remaining equity purchase are presented in unrealized gain and loss on investments in the accompanying condensed consolidated statements of income. The purchase of the remaining Sun Labs equity value is considered a financing obligation with a carrying value of $7.4 million and $7.8 million as of September 30, 2024 and December 31, 2023, respectively. For the three months ended September 30, 2024 and 2023, the Company recognized a loss of $0.1 million and $0.5 million, respectively, due to the change in the fair value of Sun Labs equity value obligation. For the nine months ended September 30, 2024 and 2023, the Company recognized an unrealized gain of $0.4 million and unrealized loss of $2.3 million, respectively, due to the change in the fair value of Sun Labs equity value obligation. As the financing obligations are embedded in the non-controlling interest, the non-controlling interests are recognized in other liabilities in the accompanying condensed consolidated balance sheets.

Contingent considerations

All American Medical Group (“AAMG”)

Upon acquiring 100% of the equity interest in AAMG, the purchase price consisted of cash funded upon close of the transaction and additional consideration (“AAMG contingent consideration”) and stock consideration (“AAMG stock contingent consideration”) contingent on AAMG meeting revenue and capitated member metrics for fiscal years 2023 (“2023 metric”) and 2024 (“2024 metric”). If the contingent consideration metrics are met, the settlement will be paid in the Company’s common stock. The total amount of stock that can be issued for the 2023 and 2024 metrics is 157,059 and 184,357, respectively. The Company determined the fair value of the contingent considerations using a probability-weighted model that includes significant unobservable inputs (Level 3). Specifically, the Company considered various scenarios of revenue and assigned probabilities to each such scenario in determining fair value.

As of September 30, 2024, the AAMG contingent consideration for the 2023 metric was met and 78,535 shares were issued to the sellers. On the day of issuance, the shares were valued at $4.0 million. which is included in additional paid-in capital in the accompanying condensed consolidated balance sheets. As of December 31, 2023, the AAMG contingent consideration for the 2023 metric was valued at $2.6 million and was presented within other liabilities in the accompanying condensed consolidated balance sheets.

The AAMG contingent consideration for the 2024 metric was valued at $3.9 million and $2.9 million as of September 30, 2024 and December 31, 2023, respectively, and was included in other liabilities and other long-term liabilities in the accompanying condensed consolidated balance sheets, respectively. Changes in the AAMG contingent consideration are presented in general and administrative expenses in the accompanying condensed consolidated statements of income.

As of September 30, 2024, the AAMG stock contingent consideration for 2023 metric was met, and 78,524 shares were issued to the sellers. The AAMG stock contingent consideration for 2023 and 2024 metric was valued at $5.6 million, in aggregate, as of September 30, 2024 and December 31, 2023, and is included in additional paid-in capital in the accompanying condensed consolidated balance sheets.

ADSC

Upon acquiring 95% of the equity interest of Advanced Diagnostic and Surgical Center in 2024, the total consideration of the acquisition included contingent consideration. The contingent consideration will be settled in cash contingent on ADSC achieving revenue and EBITDA metrics for fiscal years 2023 (“ADSC 2023 Metric”) and 2024 (“ADSC 2024 Metric”) (collectively, “ADSC contingent considerations”). The Company determined the fair value of the contingent consideration using a probability-weighted model that includes significant unobservable inputs (Level 3). Specifically, the Company considered various scenarios of revenue and assigned probabilities to each such scenario in determining fair value. As of September 30, 2024, the ADSC 2023 Metric and the 2024 Metric were valued at $2.1 million and $2.1 million, respectively, and were included in other liabilities in the accompanying condensed consolidated balance sheets. Changes in the ADSC contingent considerations are presented in general and administrative expenses in the accompanying condensed consolidated statements of income.

CFC

Upon acquiring certain assets of CFC in 2024, the total consideration of the acquisition included contingent consideration. The contingent consideration will be settled in cash contingent upon CFC maintaining or exceeding the target member month amount for the first, second, and third measurement period (“CFC contingent considerations”). The first measurement period means the period commencing on the first day of the month immediately following the close of AHMS and ending on the one-year anniversary thereof. The second measurement period is for one year after the first measurement period, and the third measurement period is for one year after the second measurement period. The contingent liability will be paid after achieving the metric in each measurement period. The Company will pay $5.0 million for each metric achieved for each measurement period, or a total of $15.0 million. In the event that the CFC first and/or second contingent consideration metrics are not achieved during the first and/or the second measurement period, if the metric is met within the second and/or third measurement period, there is a catch-up payment that shall be paid concurrently with the payments of the CFC second contingent consideration and/or CFC third contingent consideration. The Company determined the fair value of the contingent consideration using a probability-weighted model that includes significant unobservable inputs (Level 3). Specifically, the Company considered various scenarios of revenue and assigned probabilities to each such scenario in determining fair value. As of September 30, 2024, the first metric was valued at $3.7 million and was included in other liabilities in the accompanying condensed consolidated balance sheets. As of September 30, 2024, the second and third metrics were valued at $5.4 million in aggregate, and were included in other long-term liabilities in the accompanying condensed consolidated balance sheets. Changes in the CFC contingent considerations are presented in general and administrative expenses in the accompanying condensed consolidated statements of income.

PCCCV

Upon acquiring certain assets of PCCCV in 2024, the total consideration of the acquisition included contingent consideration. The contingent consideration will be settled in cash, contingent upon PCCCV meeting certain metrics related to financial ratios and member months for the first and second measurement periods (“PCCCV contingent consideration”). The first measurement period is the first day of the month immediately following the close and ending on June 30, 2024. The second measurement period is for one year after the first measurement period. The Company determined the fair value of the contingent consideration using a probability-weighted model that includes significant unobservable inputs (Level 3). Specifically, the Company considered various scenarios of revenue and assigned probabilities to each such scenario in determining fair value. As of September 30, 2024, the value of the contingent consideration was valued at $2.6 million. Changes in the PCCCV contingent considerations are presented in general and administrative expenses in the accompanying condensed consolidated statements of income.