10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No.

001-37392

Apollo Medical Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	46-3837784
State of Incorporation	IRS Employer Identification No.

700 North Brand Boulevard, Suite 1400

Glendale, California 91203

(Address of principal executive offices)

(818) 396-8050

(Issuer’s telephone number) 

(Former name, former address and former fiscal year, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each Class	Name of each Exchange on which Registered
	None

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, $.001 Par Value

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:   x   Yes     ¨    No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     x   Yes     ¨    No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x
	Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):  ¨ Yes x No

As of November 08, 2017, there were 6,033,495 shares of common stock, $.001 par value per share, issued and outstanding.

APOLLO MEDICAL HOLDINGS, INC.

INDEX TO FORM 10-Q FILING

TABLE OF CONTENTS

		PAGE
	PART I
	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements – Unaudited	5
	Balance Sheets as of September 30, 2017 and March 31, 2017	5
	Statements of Operations for the Three and Six Months ended September 30, 2017 and 2016	6
	Statements of Cash Flows for the Six Months Ended September 30, 2017 and 2016	7
	Notes to Condensed Consolidated Financial Statements - Unaudited	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	38
Item 4.	Controls and Procedures.	38
	PART II
	OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	42

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INTRODUCTORY NOTE

Unless the context dictates otherwise, references in this Quarterly Report on Form 10-Q (the “Report”) to the “Company,” “we,” “us,” “our,” “ApolloMed” and similar words are to Apollo Medical Holdings, Inc., a Delaware corporation, its consolidated subsidiaries and affiliated medical groups (including variable interest entities). The Centers for Medicare& Medicaid Services (“CMS”) have not reviewed any statements contained in this Report describing the participation of APA ACO, Inc. in the Next Generation ACO Model.

Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, statements about the proposed Merger (defined below), the benefits of the proposed Merger, our post-Merger business, financial condition, operating results, plans, objectives, expectations and intentions, the expected timing of completion of the Merger, any projections of earnings, revenue or other financial items, such as our projected capitation from CMS; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services, developments, mergers or acquisitions, including the proposed Merger (defined below); any statements regarding management's view of future expectations, plans and prospects for us; any statements about prospective adoption of new accounting standards or effects of changes in accounting standards; any statements regarding future economic conditions or performance; any statements of belief; any statements of assumptions underlying any of the foregoing; and other statements that are not historical facts.

Forward-looking statements involve risks and uncertainties and are based on the current beliefs, expectations and certain assumptions of the Company’s management. Some or all of such beliefs, expectations and assumptions may not materialize or may vary significantly from actual results. We further caution that such statements are qualified by important economic, competitive, governmental and technological factors that could cause our business, strategy, or actual results or events to differ materially, or otherwise, from those in the forward-looking statements in this Report.

Forward-looking statements may be identified by the use of forward-looking terms such as “anticipate,” “could,” “can,” “may,” “might,” “potential,” “predict,” “should,” “estimate,” “expect,” “project,” “believe,” “think,” “plan,” “envision,” “intend,” “continue,” “target,” “seek,” “contemplate,” “budgeted,” “will,” “would,” and the negative of such terms, other variations on such terms or other similar or comparable words, phrases or terminology. These forward-looking statements present our estimates and assumptions only as of the date of this report and are subject to change. Except as required by law, we do not intend, and undertake no obligation, to update any forward-looking statement, whether as a result of the receipt of new information, the occurrence of future events, the change of circumstances or otherwise. We further do not accept any responsibility for any projections or reports published by analysts, investors or other third parties.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and significant risks and uncertainties that could cause actual condition, outcomes and results to differ materially from those indicated by such statements, including, without limitation, the risk factors discussed in this Report, in our Annual Report on Form 10-K for the year ended March 31, 2017 filed on June 29, 2017, and in the Registration Statement Amendment No. 2 on Form S-4/A filed by us and Network Medical Management, Inc. on November 9, 2017. Some of the key factors impacting these risks and uncertainties include, but are not limited to:

· risks related to our ability to raise capital as equity or debt to finance our ongoing operations and new acquisitions, for liquidity, or otherwise;

· our ability to retain key individuals, including our Chief Executive Officer, Warren Hosseinion, M.D., and other members of senior management;

· the impact of rigorous competition in the healthcare industry generally;

· the uncertainty regarding the adequacy of our liquidity to pursue our business objectives;

· the fluctuations in the market value of our common stock;

· the impact on our business, if any, as a result of changes in the way market share is measured by third parties;

· our dependence on a few key payors;

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· whether or not we receive an “all or nothing” annual payment from the CMS in connection with our participation in the Medicare Shared Savings Program (the “MSSP”);

· the success of our focus on our next generation accountable care organization (“NGACO”), to which we have devoted, and intend to continue to devote, considerable effort and resources, financial and otherwise, including whether we can manage medical costs for patients assigned to us within the capitation received from CMS and whether we can continue to participate in the All-Inclusive Population-Based Payment (“AIPBP”) Mechanism of the NGACO Model as payments thereunder represent a significant part of our total revenues;

· changes in federal and state programs and policies regarding medical reimbursements and capitated payments for health services we provide;

· the overall success of our acquisition strategy in locating and acquiring new businesses, and the integration of any acquired businesses with our existing operations;

· any adverse development in general market, business, economic, labor, regulatory and political conditions;

· changing rules and regulations regarding reimbursements for medical services from private insurance, on which we are significantly dependent in generating revenue;

· any outbreak or escalation of acts of terrorism or natural disasters;

· changing government programs in which we participate for the provision of health services and on which we are also significantly dependent in generating revenue;

· industry-wide market factors, laws, regulations and other developments affecting our industry in general and our operations in particular, including the impact of any change to applicable laws and regulations relating to trade, monetary and fiscal policies, taxes, price controls, regulatory approval of new products, licensing and healthcare reform;

· general economic uncertainty;

· the impact of any potential future impairment of our assets;

· risks related to changes in accounting literature or accounting interpretations;

· the impact, including additional costs, of mandates and other obligations that may be imposed upon us as a result of new or revised federal and state healthcare laws, such as the Patient Protection and Affordable Care Act (the “ACA”), the rules and regulations promulgated thereunder, any executive or regulatory action with respect thereto and any changes with respect to any of the foregoing by legislative bodies (including the 115^th United States Congress), including any possible repeal thereof;

· risks related to our ability to consummate the pending merger (the “Merger”) with Network Medical Management, Inc. (“NMM”) and, if the proposed Merger is consummated, successfully integrate our operations with those of NMM; including (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or affect the timing or ability to complete the proposed Merger as contemplated, such as the inability to complete the proposed Merger due to the failure to obtain stockholder approval or the failure to satisfy other conditions to the closing of the proposed Merger or for any other reason or the occurrence of any legal or regulatory proceedings or other matters that affect the timing or ability to complete the Merger as contemplated; (ii) the effects of the proposed Merger on our current plans, operations, financial results and business relationships, including any disruption from the Merger or the termination of the Merger Agreement on our current plans, operations and business relationships; (iii) diversion of management time on issues related to the proposed Merger; (iv) the amount of costs, fees, expenses, impairments and charges related to the proposed Merger; (v) the risk that the businesses of NMM and the Company will not be integrated successfully, or that the integration will be more costly or more time consuming and complex than anticipated; (vi) the risk that synergies anticipated to be realized from the proposed Merger may not be fully realized or may take longer to realize than expected; and (vii) the uncertainty regarding the adequacy of the post-Merger combined company’s liquidity to pursue its business objectives; and

· general inefficiencies of trading on junior markets or quotations systems, including the need to comply on a state-by-state basis with state “blue sky” securities laws for the resale of our common stock currently quoted on OTC Pink, and the uncertainty related to our application for listing of our common stock on the NASDAQ Global Market effective as of the closing of the Merger as no assurance can be given that we can meet the listing requirements for the NASDAQ Global Market, including at the closing of the Merger, or that our application will ever be approved.

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see the section entitled “Risk Factors,” beginning on page 39 of this Quarterly Report on Form 10-Q, the section entitled “Risk Factors,” beginning on page 28 of our Annual Report on Form 10-K for the year ended March 31, 2017, filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2017, and the section entitled “Risk Factors,” beginning on page 44 of the Registration Statement Amendment No. 2 on Form S-4/A filed with the SEC by us and NMM on November 9, 2017. In light of the foregoing, investors are advised to carefully read this Report in connection with the important disclaimers set forth above and are urged not to rely on any forward-looking statements in reaching any conclusions or making any investment decisions about us or our securities.

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PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

APOLLO MEDICAL HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30,			March 31,
	2017			2017
ASSETS
Cash and cash equivalents	$	30,203,773		$	8,664,211
Accounts receivable, net of allowance for doubtful accounts of $381,019 and $475,080, respectively		4,857,136			5,506,472
Other receivables		372,334			464,085
Due from affiliates		-			18,314
Prepaid expenses and other current assets		298,477			269,168
Total current assets		35,731,720			14,922,250
Property and equipment, net		1,121,632			1,205,139
Restricted cash		745,176			765,058
Intangible assets, net		1,732,984			1,904,269
Goodwill		1,622,483			1,622,483
Other assets		219,174			225,358
TOTAL ASSETS	$	41,173,169		$	20,644,557
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities	$	7,042,043		$	7,883,373
Medical liabilities		30,694,173			1,768,231
Convertible note payable, net of debt issuance cost of $53,667 and $161,000, respectively		4,936,333			4,829,000
Lines of credit		25,000			62,500
Total current liabilities		42,697,549			14,543,104
Note payable – related party		5,000,000			5,000,000
Deferred rent liability		683,504			747,418
Deferred tax liability		83,666			83,667
TOTAL LIABILITIES		48,464,719			20,374,189
COMMITMENTS AND CONTINGENCIES (see Note 8)
STOCKHOLDERS’ (DEFICIT) EQUITY
Series A Preferred stock, par value $0.001; 5,000,000 shares authorized (inclusive of Series B Preferred stock); 1,111,111 issued and outstanding Liquidation preference of $9,999,999		7,077,778			7,077,778
Series B Preferred stock, par value $0.001; 5,000,000 shares authorized (inclusive of Series A Preferred stock) 555,555 issued and outstanding Liquidation preference of $4,999,995		3,884,745			3,884,745
Common stock, par value $0.001; 100,000,000 shares authorized; 6,052,518 and 6,033,518 shares issued and outstanding, respectively		6,053			6,033
Additional paid-in capital		26,836,238			26,331,948
Accumulated deficit		(45,148,985	)		(37,654,381	)
Stockholders’ deficit attributable to Apollo Medical Holdings, Inc.		(7,344,171	)		(353,877	)
Non-controlling interest		52,621			624,245
Total stockholders’ (deficit) equity		(7,291,550	)		270,368
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	41,173,169		$	20,644,557

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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APOLLO MEDICAL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30,						Six Months Ended September 30,
	2017			2016			2017			2016
Net revenues	$	40,483,346		$	14,622,656		$	82,058,826		$	26,994,329
Costs and expenses
Cost of services		39,096,618			12,171,183			79,336,260			22,304,188
General and administrative		5,345,742			4,455,329			10,234,926			8,291,804
Depreciation and amortization		155,937			170,555			311,204			335,213
Total costs and expenses		44,598,297			16,797,067			89,882,390			30,931,205
Loss from operations		(4,114,951	)		(2,174,411	)		(7,823,564	)		(3,936,876	)
Other (expense) income
Interest expense		(199,662	)		(3,054	)		(392,651	)		(5,713	)
Gain (loss) on change in fair value of warrant liabilities		-			511,111			-			1,333,333
Other income (expense)		54,635			10,560			93,295			12,531
Total other income (expense), net		(145,027	)		518,617			(299,356	)		1,340,151
Loss before benefit from income taxes		(4,259,978	)		(1,655,794	)		(8,122,920	)		(2,596,725	)
Benefit from income taxes		(26,858	)		(185,040	)		(56,692	)		(226,593	)
Net loss	$	(4,233,120	)	$	(1,470,754	)	$	(8,066,228	)	$	(2,370,132	)
Net (income) loss attributable to non-controlling interest		350,382			112,345			571,624			(303,534	)
Net loss attributable to Apollo Medical Holdings, Inc.	$	(3,882,738	)	$	(1,358,409	)	$	(7,494,604	)	$	(2,673,666	)
Net loss per share:
Basic and diluted	$	(0.64	)	$	(0.23	)	$	(1.24	)	$	(0.45	)
Weighted average number of shares of common stock outstanding:
Basic and diluted		6,035,159			6,024,605			6,034,343			5,970,015

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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APOLLO MEDICAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended
	September 30,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(8,066,228	)	$	(2,370,132	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Provision for doubtful accounts, net of recoveries		90,037			69,633
Loss on disposal of property and equipment		-			6,185
Depreciation and amortization expense		311,204			335,213
Stock-based compensation expense		418,810			493,758
Amortization of deferred financing costs		107,333			37,926
Gain on change in fair value of warrant liabilities		-			(1,333,333	)
Changes in assets and liabilities:
Restricted cash		19,882			-
Accounts receivable		559,299			(1,254,806	)
Other receivables		91,750			290,272
Due from affiliates		18,314			453
Prepaid expenses and other current assets		(29,309	)		(136,450	)
Other assets		6,184			(5,537
Accounts payable and accrued liabilities		(841,330	)		(27,596	)
Deferred rent liability		(63,914	)		90,498
Medical liabilities		28,925,942			(601,317	)
Net cash provided by (used in) operating activities		21,547,974			(4,405,233	)
Cash flows from investing activities:
Property and equipment acquired		(56,412	)		(205,775	)
Net cash used in investing activities		(56,412	)		(205,775	)
Cash flows from financing activities:
Proceeds from lines of credit		-			75,000
Principal payments on lines of credit		(37,500	)		(62,500	)
Distributions to non-controlling interest shareholder		-			(1,050,000	)
Proceeds from the exercise of warrants/options		85,500			172,000
Net cash provided by (used in) financing activities		48,000			(865,500	)
Net change in cash and cash equivalents		21,539,562			(5,476,508	)
Cash and cash equivalents, beginning of period		8,664,211			9,270,010
Cash and cash equivalents, end of period	$	30,203,773		$	3,793,502
Supplementary disclosures of cash flow information:
Interest paid	$	872		$	10,199
Income taxes paid	$	17,700		$	16,400

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 

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APOLLO MEDICAL HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Description of Business

Overview

Apollo Medical Holdings, Inc. (“the Company” or “ApolloMed”) and its affiliated physician groups are a physician-centric integrated population health management company working to provide coordinated, outcomes-based medical care in a cost-effective manner. Led by a management team with over a decade of experience, ApolloMed has built a company and culture that is focused on physicians providing high-quality medical care, population health management and care coordination for patients, particularly senior patients and patients with multiple chronic conditions. ApolloMed believes that the Company is well-positioned to take advantage of changes in the rapidly evolving U.S. healthcare industry, as there is a growing national movement towards more results-oriented healthcare centered on the triple aim of patient satisfaction, high-quality care and cost efficiency.

ApolloMed serves Medicare, Medicaid and health maintenance organization (“HMO”) patients, and uninsured patients, in California. The Company primarily provides services to patients who are covered predominantly by private or public insurance, although the Company derives a small portion of its revenue from non-insured patients. The Company provides care coordination services to each major constituent of the healthcare delivery system, including patients, families, primary care physicians, specialists, acute care hospitals, alternative sites of inpatient care, physician groups and health plans.

ApolloMed’s physician network consists of hospitalists, primary care physicians and specialist physicians primarily through ApolloMed’s owned and affiliated physician groups. ApolloMed operates through its subsidiaries, including Apollo Medical Management, Inc. (“AMM”), Pulmonary Critical Care Management, Inc. (“PCCM”), Verdugo Medical Management, Inc. (“VMM”), ApolloMed Palliative Services, LLC (“APS”), ApolloMed Accountable Care Organization, Inc. (“ApolloMed ACO”), and Apollo Care Connect, Inc. (“ApolloCare”).

Through its wholly-owned subsidiary, AMM, ApolloMed manages affiliated medical groups, which consist of ApolloMed Hospitalists (“AMH”), a hospitalist company, Maverick Medical Group, Inc. (“MMG”), AKM Medical Group, Inc. (“AKM”), Southern California Heart Centers (“SCHC”), Bay Area Hospitalist Associates, A Medical Corporation (“BAHA”) and APA ACO, Inc. (“APAACO”). Through its wholly-owned subsidiary PCCM, ApolloMed previously managed Los Angeles Lung Center (“LALC”) (see below for deconsolidation), and through its wholly-owned subsidiary VMM, ApolloMed previously managed Eli Hendel, M.D., Inc. (“Hendel”) (see below for deconsolidation). AMM, PCCM and VMM each operate as a physician practice management company and are in the business of providing management services to physician practice corporations under long-term management service agreements, pursuant to which AMM, PCCM or VMM, as applicable, manages all non-medical services for the affiliated medical group and has exclusive authority over all non-medical decision making related to ongoing business operations.

ApolloMed has a controlling interest in APS, which owns two Los Angeles-based companies, Best Choice Hospice Care LLC (“BCHC”) and Holistic Health Home Health Care Inc. (“HCHHA”).

ApolloMed also has a controlling interest in ApolloMed ACO, which participates in the Medicare Shared Savings Program (“MSSP”), the goal of which is to improve the quality of patient care and outcomes through more efficient and coordinated approach among providers. Revenues earned by ApolloMed ACO are uncertain, and, if such amounts are payable by the Centers for Medicare & Medicaid Services (“CMS”), they will be paid on an annual basis significantly after the time earned (which may take several years), and are contingent on various factors, including achievement of the minimum savings rate as determined by MSSP for the relevant period. Such payments are earned and made on an “all or nothing” basis. The Company considers revenue, if any, under the MSSP, as contingent upon the realization of program savings as determined by CMS, and are not considered earned and therefore are not recognized as revenue until notice from CMS that cash payments are to be imminently received. CMS determined that the Company did not meet the minimum savings threshold in performance year 2015 and 2016 and therefore shall not receive the “all or nothing” annual shared savings payment in fiscal years 2017 and 2018.

In January 2016, the Company formed ApolloCare, which acquired certain technology and other assets of Healarium, Inc., which provides the Company with a cloud and mobile-based population health management platform that includes digital care plans, a case management module, connectivity with multiple healthcare tracking devices and the ability to integrate with multiple electronic health records to capture clinical data.

During fiscal year 2016, the Company combined the operations of AKM into those of MMG.

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In November 2016, BAHA Acquisition Corp., an affiliated entity owned by the Company’s CEO and consolidated as a variable interest entity, acquired the non-controlling interest in BAHA which was previously consolidated as a variable interest entity, and continues to have its financial results consolidated with those of the Company as a variable interest entity. As part of the transaction, the Company acquired the non-controlling interest of BAHA and was reflected as an equity transaction as there was no change in control.

On December 21, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) among the Company, Apollo Acquisition Corp., a wholly-owned subsidiary of ours (“Merger Subsidiary”), Network Medical Management, Inc. (“NMM”) and Kenneth Sim, M.D., in his capacity as the representative of the shareholders of NMM, pursuant to which NMM, one of the largest healthcare management services organizations in the United States that currently is responsible for coordinating the care for over 600,000 covered patients in Southern and Central California through a network of ten IPAs with over 4,000 contracted physicians, will merge into Merger Subsidiary (the “Merger”) and upon consummation of the Merger, NMM shareholders will receive such number of shares of the Company’s common stock (“Common Stock”) such that, after giving effect to the Merger and assuming there would be no dissenting NMM shareholders at the closing, NMM shareholders will own 82% of the total issued and outstanding shares of Common Stock at the closing of the Merger and the Company’s current stockholders will own the other 18% (the “Exchange Ratio”). Additionally, NMM agreed to relinquish its redemption rights relating to the Company’s Series A Preferred Stock that NMM owns.

On March 30, 2017, NMM, the Company and other relevant parties entered into an Amendment to the Merger Agreement (the “Merger Agreement Amendment No. 1”) to exclude, for purposes of calculating the Exchange Ratio, from “Parent Shares” (as defined in the Merger Agreement) 499,000 shares of Common Stock issued or issuable pursuant to a securities purchase agreement dated as of March 30, 2017, between the Company and Alliance Apex, LLC. As part the Merger Agreement Amendment, the merger consideration to be paid by the Company to NMM was amended to include warrants to purchase 850,000 shares of Common Stock at an exercise price of $11 per share in the closing of the proposed Merger. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), with respect to the proposed Merger expired on July 7, 2017. The expiration of the HSR waiting period satisfies a condition to the closing of Merger. Consummation of the Merger, which remains subject to other conditions described in the Merger Agreement, including approval by stockholders of the Company and the shareholders of NMM, is expected to take place in the second half of calendar year 2017. On August 10, 2017, NMM and the Company filed a registration statement on form S-4 with the Securities and Exchange Commission (the “SEC”) in connection with the proposed Merger. On October 17, 2017, the Company entered into a second amendment to the Merger Agreement (the “Merger Agreement Amendment No. 2”) (see Note 10 “Subsequent Events” below). The Merger Agreement Amendment No. 2 extended the “End Date” (as defined in the Merger Agreement) to March 31, 2018. Furthermore, pursuant to the Merger Agreement Amendment No. 2, upon consummation of the Merger (and assuming there will be no NMM dissenting shareholder interests as of the effective time of the Merger), in addition to receive such number of shares of Common Stock that represents 82% of the total issued and outstanding shares of Common Stock immediately following the consummation of the Merger and warrants to purchase 850,000 shares of Common Stock at an exercise price of $11 per share, NMM shareholders will be entitled to receive at the closing of the Merger an aggregate of 2,566,666 shares of Common Stock and warrants to purchase an aggregate of 900,000 shares of Common Stock exercisable at $10.00 per share. Pursuant to the Merger Agreement Amendment No. 2, NMM also agreed to provide an additional $4,000,000 working capital loan to the Company as evidenced by a promissory note in the principal amount of $9,000,000, which replaces the NMM Note in the principal amount of $5,000,000 (see Note 7 “Debt - Restated NMM Note” below) and is convertible into shares of Common Stock at a conversion price of $10.00 per share (subject to adjustment for stock splits, dividends, recapitalizations and the like) within 10 business days prior to maturity.

 On January 1, 2017 and March 24, 2017, PCCM and VMM amended the management services agreements that they entered into with LALC and Hendel, respectively, and among other things, reduced the scope of services to be provided by PCCM and VMM to align with the actual course of dealing between the parties. Based on the Company’s evaluation of current accounting guidance, it was determined that the Company no longer holds an explicit or implicit variable interest in these entities, and accordingly LALC and Hendel are no longer consolidated effective January 1, 2017 and their operations are not included in the March 31, 2017 and subsequent consolidated financial statements of the Company as of such date.

On January 18, 2017, CMS announced that APAACO, which is owned 50% by ApolloMed and 50% by NMM, has been approved to participate in CMS’ Next Generation ACO Model (the “NGACO Model”). The NGACO Model is a new CMS program that builds upon previous ACO programs. Through this new model, CMS will partner with APAACO and other accountable care organizations (“ACOs”) experienced in coordinating care for populations of patients and whose provider groups are willing to assume higher levels of financial risk and potentially achieve a higher reward from participating in this new attribution-based risk sharing model. The NGACO program began on January 1, 2017. AMM, one of the Company’s wholly-owned subsidiaries, has a long-term management services agreement with APAACO. APAACO is consolidated as a variable interest entity by AMM as it was determined that AMM is the primary beneficiary of APAACO.

There are different levels of financial risk and reward that an ACO may select, and the extent of risk and reward may be limited on a percentage basis. The NGACO Model offers two risk arrangement options. In Arrangement A, the ACO takes 80% of Medicare Part A and Part B risk. In Arrangement B, the ACO takes 100% of Medicare Part A and Part B risk. Under each risk arrangement, the ACO can cap aggregate savings and losses anywhere between 5% to 15%. The cap is elected annually by the ACO. APAACO has opted for Risk Arrangement A and a shared savings and losses cap of 5%.

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The NGACO Model offers four payment mechanisms:

· Payment Mechanism #1: Normal Fee For Service (“FFS”).

· Payment Mechanism #2: Normal FFS plus Infrastructure payments of $6 Per Beneficiary Per Month (“PBPM”).

· Payment Mechanism #3: Population-Based Payments (“PBP”). PBP payments provide ACOs with a monthly payment to support ongoing ACO activities. ACO participants and preferred providers must agree to percentage payment fee reductions, which are then used to estimate a monthly PBP payment to be received by the ACO.

· Payment Mechanism #4: All-Inclusive Population-Based Payment (“AIPBP”). Under this mechanism, CMS will estimate the total annual expenditures of the ACO’s aligned beneficiaries and pay that projected amount in PBPM payments. ACOs in AIPBP may have alternative compensation arrangements with their providers, including 100% FFS, discounted FFS, capitation or case rates.

APAACO began operations on January 1, 2017. APAACO opted for, and was approved by CMS effective on April 1, 2017 to participate in, the AIPBP track, which is the most advanced risk-taking payment model. APAACO is the only ACO that in the United States is participating in the AIPBP track, out of 44 ACOs approved for the NGACO Model. Under the AIPBP track, CMS will estimate the total annual expenditures for APAACO's patients and then pay that projected amount to APAACO in a per-beneficiary, per-month payment. APAACO will then be responsible for paying all Part A and Part B costs for in-network participating providers and preferred providers with whom it has contracted.

In connection with the approval by CMS for APAACO to participate in the NGACO Model, CMS and APAACO have entered into a NGACO Model Participation Agreement (the “Participation Agreement”), which was last modified on December 15, 2016. The term of the Participation Agreement is for two performance years, from January 1, 2017 through December 31, 2018. CMS may offer to renew the Participation Agreement for an additional term of two performance years. Additionally, the Participation Agreement may be terminated sooner by CMS as specified therein. Under the NGACO Model, CMS grants to APAACO a pool of patients to manage (direct care and pay providers) based on a budget negotiated with CMS. APAACO is responsible to manage medical costs for these patients to receive services from doctors and medical service providers as influenced by the Company. The Company earns revenues based on the negotiated contract terms with in-network providers. The Company’s profits or losses in managing the services provided by out-of-network providers are generally determined on an annual basis after reconciliation with CMS. The Company receives capitation from CMS on a monthly basis. Based on the Company’s efficiency or lack thereof, the Company’s profits/losses on providing such services are capped with CMS. The Company records the receipts from CMS as revenue as the Company is primarily responsible and liable for managing the costs incurred by the patients and to satisfy all provider obligations, assuming the credit risk through the arrangement with CMS, and controlling the funds, the services provided and the process by which the providers are ultimately paid. In October 2017, CMS notified APAACO that it has not been renewed for participation in the AIPBP payment mechanism of the NGACO Model for performance year 2018 due to certain alleged deficiencies in performance by APAACO. APAACO does not believe the allegations by CMS of performance deficiencies are valid or justify the CMS non-renewal determination and is in discussions with CMS regarding possible reversal of such determination. On November 9, 2017, APAACO submitted a request for reconsideration to CMS. If APAACO is not successful in convincing CMS to reverse its decision then the payment mechanism under the NGACO Model would default to traditional FFS. This would result in the loss in monthly revenues and cash flow currently being generated by APAACO, currently at a rate of approximately $9.3 million per month, and would thus have a material adverse effect on ApolloMed’s future revenues and potential cash flow.

AMM has entered into a long-term Master Services Agreement with APAACO (the “APAACO MSA”). Under the APAACO MSA, AMM provides APAACO with care coordination, data analytics and reporting, technology and other administrative capabilities to enable participating providers to deliver better care and lower healthcare costs for their Medicare FFS beneficiaries. APAACO employs local operations and clinical staff to drive physician engagement and care coordination improvements.

Liquidity and Capital Resources

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business.

As shown in the accompanying unaudited condensed consolidated financial statements, the Company has incurred a net loss of approximately $8.1 million during the six months ended September 30, 2017, and, as of September 30, 2017, has a net working capital deficit of approximately $7.0 million and an accumulated deficit of approximately $45.1 million. The primary source of liquidity as of September 30, 2017 is cash and cash equivalents of approximately $30.2 million, which includes the capitation payments received from CMS, all or most of which will be used to pay the corresponding fee for service claims liability in future months.

These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon the Company’s ability to increase revenue, reduce costs, attain a satisfactory level of profitability, obtain suitable and adequate financing, and further develop business. In addition, the Company may have to reduce certain overhead costs through the deferral of salaries and other means, and settle liabilities through negotiation. There can be no assurance that management’s plan and attempts will be successful.

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The Company’s ability to continue as a going concern also depends, in significant part, on its ability to obtain the necessary financing to meet its obligations and pay the Company’s obligations arising from normal business operations as they come due. To date, the Company has funded the Company’s operations from a combination of internally generated cash flow and external sources, including the proceeds from the issuance of equity and/or debt securities. The Company is substantially dependent upon the consummation of the Merger to meet the Company’s liquidity requirements. The Company is currently exploring sources of additional funding. Without limiting its available options, future equity financings will most likely be through the sale of additional shares of its securities. It is possible that the Company could also offer warrants, options and/or rights in conjunction with any future issuances of its common stock. The Company’s current sources of revenues are insufficient to cover its operating costs, and as such, has incurred an operating loss since its inception. Thus, until the Company can generate sufficient cash flows to fund operations, the Company remains substantially dependent on raising additional capital through debt and/or equity transactions. There is no assurance that the proposed Merger will take place, or that any such additional financing will be available on favorable terms, or at all. If, after utilizing the existing sources of capital available to the Company, further capital needs are identified and the Company is not successful in obtaining the financing, it may be forced to curtail its existing or planned future operations.

The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

Certain reclassifications have been made to comparative amounts in order to conform with current period presentation.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated balance sheet at March 31, 2017, has been derived from audited consolidated financial statements. The unaudited condensed consolidated financial statements as of September 30, 2017 and for the six months ended September 30, 2017 and 2016, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2017 as filed with the SEC on June 29, 2017. In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made in the condensed consolidated financial statements. The condensed consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed consolidated financial statements not misleading as required by Regulation S-X, Rule 10-01. Operating results for the three and six months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending March 31, 2018.

Principles of Consolidation

The Company’s condensed consolidated financial statements include the accounts of Apollo Medical Holdings, Inc. and all its wholly and majority owned subsidiaries as well as all variable interest entities where it is the primary beneficiary, including physician practice corporations (“PPCs”) managed by a subsidiary of the Company under long-term management services agreements (“MSAs”), under which the subsidiary provides and performs all non-medical management and administrative services. Through the MSAs, the Company generally has exclusive authority over all non-medical decision making related to the ongoing business operations of the PPCs. Therefore, the Company typically consolidates the revenue and expenses of a PPC from the date of execution of the applicable MSA. Each MSA typically has a term from 10 to 20 years and is not terminable by the respective PPC (except for a limited number of situations such as material breach by or bankruptcy of the other party). Because, as explained in Note 1, effective on January 1, 2017, the Company no longer holds an explicit or implicit variable interest in LALC and Hendel, the two PPCs are not consolidated as of such date. All intercompany balances and transactions have been eliminated.

Business Combinations

The Company uses the acquisition method of accounting for all business combinations, which requires assets and liabilities of the acquiree to be recorded at fair value to measure the fair value of the consideration transferred, including contingent consideration, to be determined on the acquisition date, and to account for acquisition related costs separately from the business combination.

Reportable Segments

The Company operates as one reportable segment, the healthcare delivery segment. While the Company has determined it has six reporting units, such reporting units do not meet the quantitative threshold under U.S. GAAP to be considered a reportable segment. As such, these reporting units and all related activities are aggregated into a single reportable segment in the Company’s consolidated financial statements.

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Revenue Recognition

Revenue consists of contracted, fee-for-service, capitation, MSSP ACO, hospitalist agreements, and NGACO revenue. Revenue is recorded in the period in which services are rendered. Revenue is principally derived from the provision of healthcare staffing services to patients within healthcare facilities and ACO management. The form of billing and related risk of collection for such services may vary by customer. The following is a summary of the principal forms of the Company’s billing arrangements and how net revenue is recognized for each.

Contracted revenue

Contracted revenue represents revenue generated under contracts for which the Company provides physician and other healthcare staffing and administrative services in return for a contractually negotiated fee. Contract revenue consists primarily of billings based on hours of healthcare staffing provided at agreed-to hourly rates. Revenue in such cases is recognized as the hours are worked by the Company’s staff and contractors. Additionally, contract revenue also includes supplemental revenue from hospitals where the Company may have a fee-for-service contract arrangement or provide physician advisory services to the medical staff at a specific facility. Contract revenue for the supplemental billing in such cases is recognized based on the terms of each individual contract. Such contract terms generally either provide for a fixed monthly dollar amount or a variable amount based upon measurable monthly activity, such as hours staffed, patient visits or collections per visit compared to a minimum activity threshold. Such supplemental revenues based on variable arrangements are usually contractually fixed on a monthly, quarterly or annual calculation basis considering the variable factors negotiated in each such arrangement. Such supplemental revenues are recognized as revenue in the period when such amounts are determined to be fixed and therefore contractually obligated as payable by the customer under the terms of the respective agreement. Additionally, the Company derives a portion of the Company’s revenue as a contractual bonus from collections received by the Company’s partners and such revenue is contingent upon the collection of third-party billings. These revenues are not considered earned and therefore not recognized as revenue until actual cash collections are achieved in accordance with the contractual arrangements for such services.

Fee-for-service revenue

Fee-for-service revenue represents revenue earned under contracts in which the Company bills and collects the professional component of charges for medical services rendered by the Company’s contracted physicians. Under the fee-for-service arrangements, the Company bills patients for services provided and receives payment from patients or their third-party payors. Fee-for-service revenue is reported net of contractual allowances and policy discounts. All services provided are expected to result in cash flows and are therefore reflected as net revenue in the consolidated financial statements. Fee-for-service revenue is recognized in the period in which the services are rendered to specific patients and reduced immediately for the estimated impact of contractual allowances in the case of those patients having third-party payor coverage. The recognition of net revenue (gross charges less contractual allowances) from such visits is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to the Company’s billing center for medical coding and entering into the Company’s billing system and the verification of each patient’s submission or representation at the time services are rendered as to the payor(s) responsible for payment of such services. Revenue is recorded based on the information known at the time of entering of such information into the Company’s billing systems as well as an estimate of the revenue associated with medical services.

Capitation revenue

Capitation revenue (net of capitation withheld to fund risk share deficits) is recognized in the month in which the Company is obligated to provide services. Minor ongoing adjustments to prior months’ capitation, primarily arising from contracted HMOs finalizing monthly patient eligibility data for additions or subtractions of enrollees, are recognized in the month they are communicated to the Company. Managed care revenues of the Company consist primarily of capitated fees for medical services provided by the Company under a provider service agreement (“PSA”) or capitated arrangements directly made with various managed care providers including HMOs and management service organizations. Capitation revenue under the PSA and HMO contracts is prepaid monthly to the Company based on the number of enrollees electing the Company as their healthcare provider. Additionally, Medicare pays capitation using a “Risk Adjustment model,” which compensates managed care organizations and providers based on the health status (acuity) of each individual enrollee. Health plans and providers with higher acuity enrollees will receive more and those with lower acuity enrollees will receive less. Under Risk Adjustment, capitation is determined based on health severity, measured using patient encounter data. Capitation is paid on an interim basis based on data submitted for the enrollee for the preceding year and is adjusted in subsequent periods after the final data is compiled. Positive or negative capitation adjustments are made for Medicare enrollees with conditions requiring more or less healthcare services than assumed in the interim payments. Since the Company cannot reliably predict these adjustments, periodic changes in capitation amounts earned as a result of Risk Adjustment are recognized when those changes are communicated by the health plans to the Company. Additionally, Medicare pays capitation using a “Risk Adjustment Model,” which compensates managed care organizations and providers based on the health status (acuity) of each individual enrollee. Health plans and providers with higher acuity enrollees will receive more and those with lower acuity enrollees will receive less. Under Risk Adjustment, capitation is determined based on health severity, measured using patient encounter data. Capitation is paid on an interim basis based on data submitted for the enrollee for the preceding year and is adjusted in subsequent periods after the final data is compiled. Positive or negative capitation adjustments are made for Medicare enrollees with conditions requiring a different level of healthcare services than assumed in making the interim payments. In prior years, periodic changes in capitation amounts earned as a result of Risk Adjustment were recognized when those changes were communicated by the health plans to the Company. Starting in fiscal year 2017, the Company started to record the estimated amount that it expects to be received from Medicare for Risk Adjustment based on its current data, instead of the initially received capitation, as part of revenue. The Company does not believe that this change resulted in a material change in the amount of revenue recognized.

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HMO contracts also include provisions to share in the risk for enrollee hospitalization, whereby the Company can earn additional incentive revenue or incur penalties based upon the utilization of hospital services. Typically, any shared risk deficits are not payable until and unless the Company generates future risk sharing surpluses, or if the HMO withholds a portion of the capitation revenue to fund any risk share deficits. At the termination of the HMO contract, any accumulated risk share deficit is typically extinguished. Due to the lack of access to information necessary to estimate the related costs, shared-risk amounts receivable from the HMOs are only recorded when such amounts are known. Risk pools for the prior contract years are generally final settled in the third or fourth quarter of the following fiscal year.

In addition to risk-sharing revenues, the Company also receives incentives under “pay-for-performance” programs for quality medical care, based on various criteria. These incentives are generally recorded in the third and fourth quarters of the fiscal year and recorded when such amounts are known.

Under full risk capitation contracts, an affiliated hospital enters into agreements with several HMOs, pursuant to which, the affiliated hospital provides hospital, medical, and other healthcare services to enrollees under a fixed capitation arrangement (“Capitation Arrangement”). In addition, under a risk pool sharing agreement, the affiliated hospital and a medical group agree to establish a Hospital Control Program to serve the enrollees, pursuant to which, the medical group is allocated a percentage of the profit or loss, after deductions for costs to the affiliated hospital. The Company typically participates in full risk programs under the terms of a PSA, with health plans whereby the Company is wholly liable for the deficits allocated to the medical group under the arrangement. The related liability is included in medical liabilities in the accompanying consolidated balance sheets as of September 30, 2017 and March 31, 2017. See “Medical Liabilities” below.

Medicare Shared Savings Program Revenue

The Company, through its subsidiary ApolloMed ACO, participates in the MSSP, which is sponsored by CMS. The goal of the MSSP is to improve the quality of patient care and outcomes through more efficient and coordinated approach among providers. The MSSP allows ACO participants to share in cost savings it generates in connection with rendering medical services to Medicare patients. Payments to ACO participants, if any, will be calculated annually by CMS on cost savings generated by the ACO participant relative to the ACO participants’ cost savings benchmark. The MSSP is a program managed by CMS that has an evolving payment methodology. Revenues earned by ApolloMed ACO are uncertain, and, if such amounts are payable by the CMS, they will be paid on an annual basis significantly after the time earned (which may take several years), and will be contingent on various factors, including achievement of the minimum savings rate as determined by MSSP for the relevant period. Such payments are earned and made on an “all or nothing” basis. The Company considers revenue, if any, under the MSSP, as contingent upon the realization of program savings as determined by CMS, and are not considered earned and therefore are not recognized as revenue until notice from CMS that cash payments are to be imminently received.

Hospitalist Agreements

During fiscal year 2017, the Company entered into several hospitalist agreements with hospitals, whereby the Company earns a stipend fee plus a fee based on an agreed percentage of fee-for-service collections. The fee is recorded at an amount net of the portion owed to the hospitals (the Company collects all fees on behalf of the hospitals). The fee revenue is further reduced by a portion subject to quality metrics which is only recorded as revenue upon the Company meeting these metrics. The Company considered the indicators of gross revenue and net revenue reporting under ASC 605-45-45, “Revenue Recognition: Principal Agent Considerations” and determined that revenue from this arrangement is recorded at net.

Next Generation Accountable Care Organization Revenue

Under the NGACO Model, CMS grants APAACO, which is jointly owned by the Company and NMM, a pool of patients to manage (direct care and pay providers) based on a budget established with CMS. APAACO is responsible to manage medical costs for these patients. The patients will receive services from physicians and other medical service providers that are both in-network and out-of-network. The Company receives capitation from CMS on a monthly basis to pay claims from in-network providers. The Company records such capitation received from CMS as revenue as the Company is primarily responsible and liable for managing the patient care and to satisfy provider obligations, is assuming the credit risk for the services provided by in-network providers through its arrangement with CMS, and has control of the funds, the services provided and the process by which the providers are ultimately paid. Claims from out-of-network providers are generally processed or paid by CMS and the Company’s profits or losses in managing the services provided by out-of-network providers are generally determined on an annual basis after reconciliation with CMS. Pursuant to the Company’s risk share agreement with CMS, the Company will be eligible to receive the surplus or be liable for the deficit according to the budget established by CMS based on the Company’s efficiency or lack thereof, respectively, in managing how the patients assigned to APAACO by CMS are served by in-network and out-of-network providers. The Company’s profits or losses on providing such services are both capped by CMS. The Company will recognize such surplus or deficit upon substantial completion of reconciliation and determination of the amounts. In accordance with ASC 605-45-45, “Revenue Recognition: Principal Agent Considerations” the Company records such revenues on the gross basis. 

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The Company also has arrangements for billing and payment services with the medical providers within the NGACO network. The Company retains certain defined percentages of the payments made to the providers in exchange for using the Company’s billing and payment services. The revenue for this service is earned as payments are made to medical providers.

For each performance year, APAACO shall submit to CMS its selections for risk arrangement; the amount of a savings/loss cap; alternative payment mechanism; benefits enhancements, if any; and its decision regarding voluntary alignment under the NGACO Model. APAACO must obtain CMS consent before voluntarily discontinuing any benefit enhancement during a performance year.

For each performance year, CMS shall pay APAACO in accordance with the alternative payment mechanism, if any, for which CMS has approved APAACO; the risk arrangement for which APAACO has been approved by CMS; and as otherwise provided in the Participation Agreement. Following the end of each performance year, and at such other times as may be required under the Participation Agreement, CMS will issue a settlement report to APAACO setting forth the amount of any shared savings or shared losses and the amount of other monies owed. If CMS owes APAACO shared savings or other monies owed, CMS shall pay the ACO in full within 30 days after the date on which the relevant settlement report is deemed final, except as provided in the Participation Agreement. If APAACO owes CMS shared losses or other monies owed as a result of a final settlement, APAACO shall pay CMS in full within 30 days after the relevant settlement report is deemed final. If APAACO fails to pay the amounts due to CMS in full within 30 days after the date of a demand letter or settlement report, CMS shall assess simple interest on the unpaid balance at the rate applicable to other Medicare debts under current provisions of law and applicable regulations. In addition, CMS and the U.S. Department of the Treasury may use any applicable debt collection tools available to collect any amounts owed by APAACO.

In October 2017, CMS notified APAACO that it has not been renewed for participation in the AIPBP payment mechanism of the NGACO Model for performance year 2018 due to certain alleged deficiencies in performance by APAACO. APAACO does not believe the allegations by CMS of performance deficiencies are valid or justify the CMS non-renewal determination and is in discussions with CMS regarding possible reversal of such determination. On November 9, 2017, APAACO submitted a request for reconsideration to CMS. If APAACO is not successful in convincing CMS to reverse its decision then the payment mechanism under the NGACO Model would default to traditional FFS. This would result in the loss in monthly revenues and cash flow currently being generated by APAACO, currently at a rate of approximately $9.3 million per month, and would thus have a material adverse effect on ApolloMed’s future revenues and potential cash flow.

Cash and Cash Equivalents

Cash and cash equivalents consists of highly liquid investments with an initial maturity of three months or less at date of purchase to be cash equivalents.

Restricted Cash

Restricted cash primarily consists of cash held as collateral to secure standby letters of credits as required by certain contracts.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable primarily consists of amounts due from third-party payors, including government sponsored Medicare and Medicaid programs, insurance companies, and amounts due from hospitals and patients. Accounts receivable are recorded and stated at the amount expected to be collected.

The Company maintains reserves for potential credit losses on accounts receivable. The Company reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company also regularly analyzes the ultimate collectability of accounts receivable after certain stages of the collection cycle using a look-back analysis to determine the amount of receivables subsequently collected and adjustments are recorded when necessary. Reserves are recorded primarily on a specific identification basis.

Concentrations

Major payors that contributed the following percentage of net revenue of the Company included:

	Three Months Ended September 30,						Six Months Ended September 30,
	2017			2016			2017			2016
Governmental - Medicare/Medi-Cal		73	%		21.9	%		72.5	%		22.6	%
L.A Care		*	%		*	%		*	%		11.9	%
Allied Physicians		*	%		*	%		*	%		11.3	%

* Represents less than 10%

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Receivables from major payors amounted to the following percentage of total accounts receivable:

	September 30, 2017			March 31, 2017
Governmental - Medicare/Medi-Cal		24.3	%		20.5	%
Allied Physicians		12.5	%		12.8	%

The increase in government revenue is due to APAACO’s new NGACO contract with CMS of approximately $55.7 million that went into effect in the first quarter of fiscal year 2018.

The Company maintains its cash and cash equivalents and restricted cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties. Approximately $32.9 million was in excess of the Federal Deposit Insurance Corporation limits of $250,000 per depositor as of September 30, 2017.

The Company’s business and operations are concentrated in one state, California. Any material changes by California with respect to strategy, taxation and economics of healthcare delivery, reimbursements, financial requirements or other aspects of regulation of the healthcare industry could have an adverse effect on the Company’s operations and cost of doing business.

Medical Liabilities

The Company is responsible for integrated care that the associated physicians and contracted hospitals provide to its enrollees under risk-pool arrangements. The Company provides integrated care to health plan enrollees through a network of contracted providers under sub-capitation and direct patient service arrangements, company-operated clinics and staff physicians. Medical costs for professional and institutional services rendered by contracted providers are recorded as cost of services in the accompanying consolidated statements of operations. Costs for operating medical clinics, including the salaries of medical personnel, are also recorded in cost of services, while non-medical personnel and support costs are included in general and administrative expense.

An estimate of amounts due to contracted physicians, hospitals, and other professional providers is included in medical liabilities in the accompanying consolidated balance sheets. Medical liabilities include claims reported as of the balance sheet date and estimates of incurred but not reported claims (“IBNR”). Such estimates are developed using actuarial methods and are based on many variables, including the utilization of health care services, historical payment patterns, cost trends, product mix, seasonality, changes in membership, and other factors. As APAACO’s NGACO program is new and no sufficient claims history is available, the medical liabilities for the NGACO program are estimated and booked at 100% of the revenue less actual claims processed for or paid to in-network providers (after taking into account the average discount negotiated with the in-network providers). The Company plans to use the traditional lag models as the claims history matures. The estimation methods and the resulting reserves are periodically reviewed and updated. Many of the medical contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of various services. Such differing interpretations may not come to light until a substantial period of time has passed following the contract implementation. The Company has a $20,000 per member professional stop-loss and $200,000 per member stop-loss for Medi-Cal patients in institutional risk pools. Any adjustments to reserves are reflected in current operations.

The Company’s medical liabilities were as follows:

	Six Months Ended September 30, 2017			Year Ended March 31, 2017
Balance, beginning of period	$	1,768,231		$	2,670,709
Incurred health care costs:
Current year		60,445,600			10,365,502
Claims paid:
Current year		(30,685,463	)		(8,524,215	)
Prior years		(1,829,866	)		(1,881,869	)
Total claims paid		(32,515,329	)		(10,406,084	)
Risk pool settlement		-			814,733
Accrual for net surplus (deficit) from full risk capitation contracts		995,671			(1,676,629	)
Balance, end of period	$	30,694,173		$	1,768,231

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Deferred Financing Costs

The Company’s costs relating to debt issuance have been deferred and are amortized over the lives of the respective loans, using the effective interest method and is recorded as interest expense in the condensed consolidated statements of operations.

During the six months ended September 30, 2017 and 2016, the Company’s amortization of debt issuance costs amounted to approximately $107,000 and $38,000, respectively.

Stock-Based Compensation

The Company maintains a stock-based compensation program for employees, non-employees, directors and consultants, which is more fully described in Note 6. The value of stock-based awards so measured is recognized as compensation expense on a cumulative straight-line basis over the vesting terms of the awards, adjusted for forfeitures as they occur. The Company sells certain of its restricted common stock to its employees, directors and consultants with a right (but not obligation) of repurchase feature that lapses based on performance of services in the future.

The Company accounts for share-based awards granted to persons other than employees and directors under ASC 505-50, Equity-Based Payments to Non-Employees. As such, the fair value of such shares is periodically re-measured using an appropriate valuation model and income or expense is recognized over the vesting period.

Fair Value of Financial Instruments

The Company’s accounting for Fair Value Measurement and Disclosures defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

Level one — Quoted market prices in active markets for identical assets or liabilities;

Level two — Inputs other than level one inputs that are either directly or indirectly observable; and

Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter.

The carrying amount reported in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates fair value because of the short-term maturity of those instruments. The carrying amount for borrowings under the lines of credit approximate fair value which is determined by using interest rates that are available for similar debt obligations with similar terms at the balance sheet date.

Warrant liabilities

In October 2015, the Company issued a stock purchase warrant (the “Series A Warrant”) to NMM in connection with its purchase of the Company’s Series A convertible preferred stock (the “Series A Preferred Stock”) (see Note 6), which initially required liability classification. The fair value of the warrant liabilities of approximately $2.8 million at March 31, 2016, was estimated using the Monte Carlo valuation model, using the following inputs: term of 4.5 years, risk free rate of 1.13%, no dividends, volatility of 65.7%, share price of $5.93 per share based on the trading price of the Company’s common stock adjusted for marketability discount, and a 0% probability of redemption of the warrant shares issued along with the shares of the Series A Preferred Stock issued to NMM in October 2015. The fair value of the warrant liabilities of approximately $1.5 million as of September 30, 2016, was estimated using the Monte Carlo valuation model which used the following inputs: term of 4.04 years, risk free rate of 0.99%, no dividends, volatility of 61.7%, share price of $4.50 per share based on the trading price of the Company’s common stock adjusted for a marketability discount. As of September 30, 2017 and March 31, 2017, the Company’s outstanding warrants did not require liability classification.

There was no financial instrument measured at fair value on a recurring basis as of September 30, 2017 and March 31, 2017.

There was no Level 3 input measured on a recurring basis in the three months ended September 30, 2017. The following summarizes activity of Level 3 inputs measured on a recurring basis in the six months ended September 30, 2016:

	Warrant Liability
Balance at March 31, 2016	$	2,811,111
Gain on change in fair value of warrant liabilities		(1,333,333	)
Balance at September 30, 2016	$	1,477,778

16 

The gain on change in fair value of the warrant liabilities of $1,333,333 for the six months ended September 30, 2016 is included in the accompanying condensed consolidated statement of operations. As there was no warrant liability at either March 31, 2017 or September 30, 2017, there is no change in the fair value of warrant liabilities for the six months ended September 30, 2017.

Non-controlling Interests

The non-controlling interests recorded in the Company’s consolidated financial statements includes the equity of PPCs in which the Company has determined that it has a controlling financial interest and for which consolidation is required as a result of management contracts entered into with these entities owned by third-party physicians. The nature of these contracts provide the Company with a monthly management fee to provide the services described above, and as such, the adjustments to non-controlling interests in any period subsequent to initial consolidation would relate to either capital contributions or distributions by the non-controlling parties as well as income or losses attributable to certain non-controlling interests. Non-controlling interests also represent third-party minority equity ownership interests which are majority owned by the Company.

Basic and Diluted Earnings per Share

Basic net income (loss) per share is calculated using the weighted average number of shares of the Company’s common stock issued and outstanding during a certain period, and is calculated by dividing net income (loss) by the weighted average number of shares of the Company’s common stock issued and outstanding during such period. Diluted net income (loss) per share is calculated using the weighted average number of common and potentially dilutive common shares outstanding during the period, using the as-if converted method for secured convertible notes, preferred stock, and the treasury stock method for options and warrants.

The following table sets forth the approximate number of shares excluded from the computation of diluted earnings per share, as their inclusion would be anti-dilutive:

	Three Months Ended September 30,				Six Months Ended  September 30,
	2017		2016		2017		2016
Preferred Stock		1,666,666		1,666,666		1,666,666		1,666,666
Options		1,019,850		487,500		1,099,850		527,500
Warrants		169,500		104,500		1,295,611		114,500
Convertible Notes		514,093		-		514,093		-
		3,370,109		2,258,666		4,576,220		2,308,666

New Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). This new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). This ASU makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation, and the financial statement presentation of excess tax benefits or deficiencies. With respect to the accounting for forfeitures, ASU 2016-09 allows an entity to elect as an accounting policy either to continue to estimate the total number of awards for which the requisite service period will not be rendered (as currently required) or to account for forfeitures when they occur. This entity-wide accounting policy election only applies to service conditions; for performance conditions, the entity continues to assess the probability that such conditions will be achieved. An entity must also disclose its policy election for forfeitures. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. The Company adopted this guidance on April 1, 2017 and chose the option to account for forfeitures as they occur. Such adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures.

17 

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 addresses certain aspects of recognition, measurement, presentation and disclosures of financial instruments including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. ASU 2016-01 will become effective for the Company on April 1, 2018. The Company is currently evaluating the guidance to determine the potential impact on its financial condition, results of operations, cash flows and financial statement disclosures.

Recently, the FASB issued the following accounting standard updates related to ASU 2014-09 (Topic 606), Revenue Contracts with Customers:

· ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) in May 2014. ASU 2014-09 requires entities to recognize revenue through the application of a five-step model, which includes identification of the contract, identification of the performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue as the entity satisfies the performance obligations.

· ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”) in March 2016. ASU 2016-08 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on principal versus agent considerations.

· ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”) in April 2016. ASU 2016-10 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas.

· ASU No. 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (SEC Update) (“ASU 2016-11”) in May 2016. ASU 2016-11 rescinds SEC paragraphs pursuant to two SEC Staff Announcements at the March 3, 2016 EITF meeting. The SEC Staff is rescinding SEC Staff Observer comments that are codified in Topic 605 and Topic 932, effective upon adoption of Topic 606.

· ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients in May 2016. ASU 2016-12 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on a few narrow areas and adds some practical expedients to the guidance.

· ASU No. 2016-20, Revenue from Contracts with Customers (Topic 606): Technical Corrections and Improvements (“ASU 2016-20”) in December 2016. ASU 2016-20 does not change the core principle of revenue recognition in Topic 606 but summarizes the technical corrections and improvements to ASU 2014-09 and is effective upon adoption of Topic 606.

These ASUs will become effective for the Company on April 1, 2018. The Company currently anticipates adopting the standard using the modified retrospective method. The Company has begun the process of implementing this standard, including performing a review of its revenue streams to identify any differences in the timing, measurement, or presentation of revenue recognition. The Company currently believes that the primary impact will be changes to the timing of recognition of revenues related to fee-for-service and enhanced financial statement disclosures. The Company will continue to assess the impact on all areas of its revenue recognition, disclosure requirements and changes that may be necessary to its internal controls over financial reporting.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). This ASU provides clarification regarding how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This ASU addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The issues addressed in this ASU that will affect the Company are classifying debt prepayments or debt extinguishment costs and contingent consideration payments made after a business combination. This update is effective for annual and interim periods beginning after December 15, 2017, and interim periods within that reporting period. Early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2016-15 will have on the Company’s consolidated financial statements.

In December 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) (“ASU 2016-18”). The amendments in ASU 2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-17 will become effective for the Company on April 1, 2018. Early adoption is permitted, including adoption in an interim period. The Company is currently assessing the impact the adoption of ASU 2016-18 will have on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). This ASU provides a screen to determine when an asset is not a business, which requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business, which reduces the number of transactions that need to be further evaluated. If the screen is not met, this ASU require that to be considered a business, a set much include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and also remove the evaluation of whether a market participant could replace missing elements. This update is effective for annual and interim periods beginning after December 15, 2017, including interim periods within those periods. The Company is currently assessing the impact the adoption of ASU 2017-01 will have on the Company’s consolidated financial statements.

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In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). This ASU eliminates Step 2 from the goodwill impairment test if the carrying amount exceeds the fair value of a reporting unit and also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. This update is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently assessing the impact the adoption of ASU 2017-04 will have on the Company’s consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). This ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This update is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. The amendments in this update should be applied prospectively to an award modified on or after the adoption date, The Company is currently assessing the impact the adoption of ASU 2017-09 will have on the Company’s consolidated financial statements.

In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part 1) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception (“ASU 2017-11”). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. The amendments in Part 1 of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in any interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently assessing the impact the adoption of ASU 2017-11 will have on the Company’s consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may materially differ from these estimates under different assumptions or conditions.

3. Intangible Assets

Intangible assets, net consisted of the following:

	Weighted		Gross					Net
	Average		September 30,		Accumulated			September 30,
	Life (Yrs.)		2017		Amortization			2017
Indefinite Lived Assets:
Medicare License		N/A	$	704,000	$	-		$	704,000
Amortized Intangible Assets:
Acquired Technology		5		1,312,500		(393,750	)		918,750
Network Relationships		5		220,000		(139,333	)		80,667
Trade Name		5		102,000		(72,433	)		29,567
			$	2,338,500	$	(605,516	)	$	1,732,984

	Weighted		Gross					Net
	Average		March 31,		Accumulated			March 31,
	Life (Yrs.)		2017		Amortization			2017
Indefinite Lived Assets:
Medicare License		N/A	$	704,000	$	-		$	704,000
Amortized Intangible Assets:
Acquired Technology		5		1,312,500		(262,500	)		1,050,000
Network Relationships		5		220,000		(117,331	)		102,669
Trade Name		5		102,000		(54,400	)		47,600
			$	2,338,500	$	(434,231	)	$	1,904,269

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The amortization expense for the six months ended September 30, 2017 and 2016 was approximately $171,000 and $190,000, respectively. The amortization for the three months ended September 30, 2017 and 2016 was approximately $82,000 and $95,000, respectively.

The following table summarizes the approximate expected future amortization expense as of September 30, 2017 of definite-lived intangible assets for each for the four fiscal years ending March 31 thereafter:

2018 (remaining 6 months)	$	163,000
2019		327,000
2020		284,000
2021		254,984
	$	1,028,984

4. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following:

	September 30,		March 31,
	2017		2017
Accounts payable	$	2,165,151	$	3,569,011
Accrued compensation		3,649,166		2,860,340
Income taxes payable		391		20,827
Accrued interest		338,604		54,158
Accrued professional fees		888,731		1,379,037
	$	7,042,043	$	7,883,373

5. Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740. Under the liability method, deferred taxes are determined based on differences between the financial statement and tax bases of assets and liabilities using enacted tax rates.

On an interim basis, the Company estimates what its anticipated annual effective tax rate will be and records a quarterly income tax provision (benefit) in accordance with the estimated annual rate, plus the tax effect of certain discrete items that arise during the quarter. As the fiscal year progresses, the Company refines its estimates based on actual events and financial results during the quarter. This process can result in significant changes to the Company’s estimated effective tax rate. When this occurs, the income tax provision (benefit) is adjusted during the quarter in which the estimates are refined so that the year-to-date provision reflects the estimated annual effective tax rate. These changes, along with adjustments to the Company’s deferred taxes and related valuation allowance, may create fluctuations in the overall effective tax rate from quarter to quarter.

Due to overall cumulative losses incurred in recent years, the Company maintained a full valuation allowance against its deferred tax assets as of September 30, 2017 and March 31, 2017.

The Company’s effective tax rate for the three and six months ended September 30, 2017 differed from the U.S. federal statutory rate primarily due to operating losses that receive no tax benefit as a result of a valuation allowance recorded for such losses and the exclusion of loss entities from the Company’s overall estimated annual effective rate calculation under guidance from ASC 740-270-30-26a.

As of September 30, 2017 and March 31, 2017, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters. The Company will recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense.

The Company is subject to U.S. federal income tax as well as income tax of multiple state tax jurisdictions. The Company and its subsidiaries’ state income tax returns are open to audit under the statute of limitations for the years ended January 31, 2013 onwards. The Company does not anticipate material unrecognized tax benefits within the next 12 months.

20 

6. Stockholders’ Equity

Series A Preferred Stock

On October 14, 2015, the Company entered into a Securities Purchase Agreement (the “2015 SPA”) with NMM pursuant to which the Company sold to NMM, and NMM purchased from the Company, in a private offering of securities, 1,111,111 units, each unit consisting of one share of the Company’s Series A Preferred Stock and a stock purchase warrant (the “Series A Warrant”) to purchase one share of the Company’s common stock (“Common Stock”) at an exercise price of $9.00 per share. The Series A Preferred Stock has a liquidation preference in the amount of $9.00 per share plus any declared and unpaid dividends. The Series A Preferred Stock can be voted for the number of shares of Common Stock into which the Series A Preferred Stock could then be converted, which initially is one-for-one. The Series A Preferred Stock is convertible into Common Stock, at the option of NMM, at any time after issuance at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions. The Series A Preferred Stock is mandatorily convertible not sooner than the earlier to occur of (i) the later of (x) January 31, 2017 or (y) 60 days after the date on which the Company files its quarterly report on Form 10-Q for the period ending September 30, 2016, or (ii) the date on which the Company receives the written, irrevocable decision of NMM not to require a redemption of the Series A Preferred Stock, if the Company receive aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of the Company’s equity or convertible securities (other than transactions with NMM). The Company has not received at least $5,000,000 in one or more transactions for the sale of its equity or convertible securities to parties other than NMM. The Series A Warrant may be exercised at any time after issuance and through October 14, 2020, for $9.00 per share, subject to adjustment in the event of stock dividends and stock splits. The Series A Warrant is not separately transferable from the Series A Preferred Stock. See Note 2 for information on the fair value of the Series A Warrant. The units sold to NMM under the 2015 SPA initially had a redemption feature, however, as part of the proposed Merger between NMM and the Company (see Note 10), NMM entered into a Consent and Waiver Agreement dated December 21, 2016 (the “NMM Waiver”), pursuant to which NMM has relinquished its right of redemption with respect to its shares of Series A Preferred Stock and Series A Warrants.

Series B Preferred Stock

On March 30, 2016, the Company entered into an additional Securities Purchase Agreement (the “2016 SPA”) with NMM pursuant to which the Company sold to NMM, and NMM purchased from the Company, in a private offering of securities, 555,555 units, each unit consisting of one share of the Company’s Series B Preferred Stock and a stock purchase warrant (the “Series B Warrant”) to purchase one share of Common Stock at an exercise price of $10.00 per share. NMM paid the Company an aggregate $4,999,995 for the units. The Series B Preferred Stock has a liquidation preference in the amount of $9.00 per share plus any declared and unpaid dividends. The Series B can be voted for the number of shares of Common Stock into which the Series B Preferred Stock could then be converted, which initially is one-for-one. The Series B Preferred Stock is convertible into Common Stock, (i) at the option of NMM or (ii) mandatorily at any time prior to and including March 30, 2021, if the Company receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of the Company’s equity or convertible securities (other than transactions with NMM), at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions. The Company has not received at least $5,000,000 in one or more transactions for the sale of its equity or convertible securities to parties other than NMM. The Series B Warrant may be exercised at any time after issuance and through March 30, 2021, for $10.00 per share, subject to adjustment in the event of stock dividends and stock splits. The Series B Warrant is not separately transferable from the Series B Preferred Stock. See Note 2 for information on the fair value of the Series B Warrant.

Common Stock Issuance

During the three months ended September 30, 2017, the Company received warrant exercise notices and proceeds with respect to 19,000 shares of Common Stock. The number of shares of Common Stock that are issued and outstanding as of September 30 and March 31, 2017 is 6,052,518 and 6,033,518, respectively. Common Stock is currently quoted on OTC Pink and traded under the symbol “AMEH.” The Company has applied for listing of its common stock on the NASDAQ Global Market effective as of the closing of the Merger. No assurance can be given that ApolloMed can meet the listing requirements for the NASDAQ Global Market, including at the closing of the Merger, or that ApolloMed’s application will ever be approved.

Equity Incentive Plans

On December 15, 2015, the Company’s Board of Directors (the “Board”) approved the Company’s 2015 Equity Incentive Plan (the “2015 Plan”), pursuant to which 1,500,000 shares of Common Stock were reserved for issuance thereunder. In addition, shares that are subject to outstanding grants under the Company’s 2010 Equity Incentive Plan and 2013 Equity Incentive Plan but that ordinarily would have been restored to such plans reserve due to award forfeitures and terminations will roll into and become available for awards under the 2015 Plan. The 2015 Plan provides for awards, including incentive stock options, non-qualified options, restricted common stock, and stock appreciation rights. The 2015 Plan was approved by the Company’s stockholders at the 2016 Annual Meeting of Stockholders that was held on September 14, 2016. As of September 30, 2017, there were approximately 941,000 shares available for future grants under the 2015 Plan. As of September 30, 2017, there were no shares available for future grants under the 2010 and 2013 Equity Incentive Plans. In May 2017, the Company filed an application with the California Department of Business Oversight (“DBO”), seeking qualification of securities issued under its 2010 and 2015 Equity Incentive Plans under California securities laws. On November 1, 2017, the DBO approved the Company’s qualification application, which qualification will continue to be effective until November 1, 2018.

21 

Options

On April 6, 2017, the Company granted stock options to employees and a director to purchase up to 80,000 shares of Common Stock. Two of the options expire on the 5th anniversary date from date of grant and have an exercise price of $10.18 per share. The remaining options expire on the 10th anniversary date from date of grant and have an exercise price of $9.25 per share. The fair value of the stock option of $572,000 was computed using the Black-Scholes option pricing model, using the following assumptions: expected term – 3-6 years; stock price $9.25 per share; volatility – 109.95% - 134.83%; risk-free interest rate – 1.53% - 2.09%; and zero annual rate of quarterly dividend. All of these stock options vest over a period of 24 months from date of grant.

Stock option activity for the six months ended September 30, 2017 is summarized below:

	Shares			Weighted Average Per Share Exercise Price		Weighted Average Remaining Life (Years)		Weighted Average Per Share Intrinsic Value
Balance, March 31, 2017		1,165,350		$	4.24		6.64	$	4.86
Granted		80,000			9.71		-		-
Exercised		-			-		-		-
Cancelled/expired		(33,000	)		9.62		-		-
Balance, September 30, 2017		1,212,350		$	4.42		6.36	$	5.35
Vested, September 30, 2017		1,040,840		$	4.04		5.92	$	5.74

As of September 30, 2017, total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the Company’s three Equity Incentive Plans was approximately $616,000 and the weighted-average period of years expected to recognize those costs was 1.6 years, which included stock options granted to our executive officers in April 2017 that have subsequently been deemed void and are currently planned to be cancelled without payment by the Company. Until the options are formally cancelled, the Company will continue to accrue compensation cost. The compensation cost with respect to the April 2017 stock options for the six months ended September 30, 2017 was approximately $143,000. None of such stock options have been exercised.

Stock-based compensation expense related to common stock option awards is recognized over their respective vesting periods and was included in the accompanying condensed consolidated statement of operations as follows:

	Three Months Ended September 30,				Six Months Ended September 30,
	2017		2016		2017		2016
Stock-based compensation expense:
Cost of services	$	-	$	1,227	$	-	$	2,454
General and administrative		195,244		244,814		418,810		491,304
	$	195,244	$	246,041	$	418,810	$	493,758

Warrants

Warrants consisted of the following for the six months ended September 30, 2017:

	Weighted Average Per Share
	Intrinsic		Number of
	Value		Warrants
Outstanding at March 31, 2017	$	4.68		1,970,166
Granted		-		-
Exercised		5.09		(19,000	)
Cancelled		-		-
Outstanding at September 30, 2017	$	1.34		1,951,166

22 

					Weighted				Weighted
					Average				Average
Exercise Price Per		Warrants			Remaining		Warrants		Exercise Price Per
Share		Outstanding			Contractual Life		Exercisable		Share
	$4.00-$5.00		169,500	[1]		0.39		169,500		4.46
	$9.00-$10.00		1,781,666	[2]		3.04		1,781,666		9.37
	$4.00-$10.00		1,951,166			2.81		1,951,166	$	8.94

^[1] Such warrants outstanding as of September 30, 2017 comprise warrants issued in October 2009 in connection with the Company’s 10% Senior Subordinated Callable Convertible Notes and warrants issued in January 2013 in connection with the Company’s 9% Senior Subordinated Callable Convertible Promissory Notes. The 2009 warrants have expired as of the date of this Quarterly Report on Form 10-Q. The 2013 warrants may be exercised at an exercise price of $4.50 per share at any time until the end of January 2018. In addition, in November, 2016, in connection with the acquisition of BAHA, the Company issued to Scott Enderby, D.O., a warrant to purchase 24,000 shares of Common Stock at an exercise price of $4.50 per share.

^[2] In July 2014, in connection with the acquisition of SCHC, the Company issued to Stanley Lau, M.D., and Yih Jen Kok, M.D., warrants to purchase up to 100,000 shares of Common Stock (on a post stock-split basis) at an exercise price of $10.00 per share exercisable until July 21, 2018. In February 2015, in consideration of services rendered to the Company, the Company issued to RedChip Companies, Inc. a warrant to purchase up to 10,000 shares of Common Stock (on a post stock-split basis) at an exercise price of $9.00 per share exercisable until February 20, 2018. In connection with NMM’s investments in the Company, in October, 2015 and March 2016, respectively, the Company issued to NMM a stock purchase warrant (the “Series A Warrant”) to purchase up to 1,111,111 shares of Common Stock at an exercise price of $9.00 per share, and a stock purchase warrant (the “Series B Warrant”) to purchase up to 555,555 shares of Common Stock at an exercise price of $10.00 per share. In November, 2016, in connection with a promissory note issued to Liviu Chindris, M.D., which the Company has repaid in full, the Company issued to Dr. Chindris a warrant to purchase up to 5,000 shares of Common Stock at an exercise price of $9.00 per share.

During the second quarter of fiscal year 2018, the Company received notices for, and proceeds of approximately $85,000 from, the exercise of warrants to purchase to 19,000 shares of Common Stock. In addition, during September 2017, the Company received notices for the exercise of warrants to purchase 21,000 shares of Common Stock for approximately $94,500. The Company, however, had not received proceeds from such exercise, and as a result, the related shares were not recorded as issued and outstanding.

Authorized Stock

As of September 30, 2017, the Company was authorized to issue up to 100,000,000 shares of Common Stock and 5,000,000 shares of its preferred stock.

The number of shares of Series A Preferred Stock and Series B Preferred Stock that are issued and outstanding as of September 30, 2017 is 1,111,111 and 555,555, respectively. The number of shares of Common Stock that are issued and outstanding as of September 30, 2017 is 6,052,518.

The Company is required to reserve and keep available out of the authorized but unissued shares of Common Stock such number of shares sufficient to affect the conversion of all outstanding preferred stock, the exercise of all outstanding warrants exercisable into shares of Common Stock, the conversion of all outstanding notes and accrued interest into shares of Common Stock, and shares granted and available for grant as stock options under the Company’s Equity Incentive Plans. The number of shares of Common Stock reserved for these purposes is as follows as of September 30, 2017:

For warrants outstanding	1,951,166
For stock options outstanding	1,212,350
For debt outstanding and accrued interest	514,093
For preferred stock issued and outstanding	1,666,666
Total	5,344,275

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7. Debt

Standby Letters of Credit and Lines of Credit

In January 2013, City National Bank (“CNB”) provided to MMG an irrevocable standby letter of credit for $10,000, which was increased to $500,000 in November, 2014. Such letter of credit renews automatically every 5 months. In December 2016, CNB provided to MMG another irrevocable standby letter of credit for $235,000, which expires December 31, 2017. In March 2017, APAACO established an irrevocable standby letter of credit with a financial institution for $6,699,329 for the benefit of CMS, which expires on December 31, 2018 and will be automatically extended without amendment for additional one-year periods, unless terminated by the institution prior to 90 days from the expiration date. The standby letters of credit are typically collateralized by cash deposits, which are included in restricted cash in the amount of $745,176 and $765,058 on the consolidated balance sheets as of September 30, 2017 and March 31, 2017, respectively.

BAHA has a line of credit of $150,000 with First Republic Bank. Borrowings thereunder bear interest at the prime rate (as defined) plus 3.0% (7.25% and 7.0% per annum at September 30, 2017 and March 31, 2017, respectively). The Company has an outstanding balance of $25,000 and $62,500 as of September 30, 2017 and March 31, 2017, respectively. The line of credit is unsecured.

Restated NMM Note (Related Party)

In connection with the proposed Merger, on January 3, 2017, the Company issued a promissory note to NMM in the amount of $5,000,000 (the “NMM Note”). Interest was due quarterly at the rate of prime plus 1% (or 5.25% at September 30, 2017), with the entire principal balance being due on January 3, 2019. In the event of default, as defined, all unpaid principal and interest will become due and payable.

In connection with the Merger Agreement Amendment No. 2 (see Note 1 “Overview” above and Note 10 “Subsequent Events” below), on October 17, 2017, the original NMM Note was amended and restated (the “Restated NMM Note”) to include, among others, (i) an additional $4,000,000 to be used for working capital, (ii) an extension of the maturity date to the earlier of (A) March 31, 2019 or (B) 12 months after the date the Merger Agreement is terminated (the “Restated NMM Note Maturity Date”), (iii) the increase in the principal amount of the Restated NMM Note to $13,990,000 if the Company fails to pay the Amended Alliance Note (see “Amended Alliance Note” below), in which case NMM will either pay all amounts owed under the Amended Alliance Note or enter into another agreement with Alliance (such that in either case the Amended Alliance Note is cancelled), and (iv) a conversion feature allowing the Restated NMM Note to be converted into shares of Common Stock at $10.00 per share (subject to adjustment for stock splits, dividends, recapitalizations and the like) with such conversion, if exercised in accordance with the terms of the Restated NMM Note, becoming effective on the maturity date.

Under the terms of the Restated NMM Note, the Company must pay NMM successive quarterly installments comprising all accrued and unpaid interest on the principal balance outstanding at the prime rate (as such term is defined in the Restated NMM Note) plus 1%. All outstanding principal and accrued but unpaid interest under the Restated NMM Note is due and payable in full on the Restated NMM Note Maturity Date. The Company may voluntarily prepay the outstanding principal and interest in whole or in part without penalty or premium. Upon the occurrence of an event of default (as such term is defined in the Restated NMM Note), the unpaid principal amount of, and all accrued but unpaid interest on, the Restated NMM Note will become due and payable immediately at the option of NMM. In such event, NMM may, at its option, declare the entire unpaid balance of the Restated NMM Note, together with all accrued interest, applicable fees, and costs and charges, including costs of collection, if any, to be immediately due and payable in cash.

Interest expense associated with the outstanding notes payable amounted to $70,243 and $134,336 for the three and six months ended September 30, 2017, respectively. There was no interest on these notes for the three and six months ended September 30, 2016.

Amended Alliance Note

On March 30, 3017, the Company issued a 6% convertible promissory note to Alliance Apex, LLC (“Alliance”) in the principal amount of $4,990,000 (the “Alliance Note”). On October 16, 2017, the Company and Alliance amended the Alliance Note (the “Amended Alliance Note”) (see Note 10 “Subsequent Events” below). The Amended Alliance Note is due and payable to Alliance on (i) March 31, 2018, or (ii) the date on which the Merger Agreement with NMM is terminated (see Note 1 above), whichever occurs first. Upon the closing of the proposed Merger on or before March 31, 2018, the Amended Alliance Note together with the accrued and unpaid interest, shall automatically be converted into 499,000 shares of Common Stock, at a conversion price of $10.00 per share, subject to adjustment for stock splits, stock dividends, reclassifications and other similar recapitalization transactions. If the Merger is not consummated by March 31, 2018, the Company will be obligated to repay the outstanding principal, together with accrued and unpaid interest, on the Amended Alliance Note within 45 days, which would require a significant amount of cash on hand or the need to raise capital to pay off or refinance the Amended Alliance Note. There can be no assurance that is such event arose, the Company would have sufficient cash on hand to repay the Amended Alliance Note or could raise capital on favorable terms, or at all, to repay the Amended Alliance Note.

In the case of an event of default (as defined in the Alliance Note), the entire outstanding principal and all accrued and unpaid interest under the Alliance Note shall automatically become immediately due and payable, without presentment, demand, protest or notice of any kind. If any other event of default occurs and is continuing, Alliance, by written notice to the Company, may declare the outstanding principal and interest under the Alliance Note to be immediately due and payable. After maturity (by acceleration or otherwise), the unpaid balance (both as to principal and unpaid pre-maturity interest) shall bear interest at a default rate equal to the lesser of (a) 3% over the rate of interest in effect immediately prior to maturity or (ii) the then maximum legal rate allowed under the laws of the State of California. Additionally, the Company shall pay all costs of collection incurred by Alliance, including reasonable attorney’s fees incurred in connection with the Alliance’s reasonable collection efforts. These terms equally apply to the Amended Alliance Note.

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As part of the Merger Agreement Amendments No. 1 and No. 2 (see Note 1 “Overview” above), NMM provided a guarantee for the Alliance Note and Amended Alliance Note, which guarantee was considered a debt issuance cost. The Company estimated the debt issuance cost and related warrants issuable for the debt guarantee of $161,000 based on the incremental fair value to a market participant of a similar but unsecured debt instrument without such guarantee using a market rate for an unsecured high yield note of 12.4% and a 25% probability of the note not being converted. As of September 30, 2017 and March 31, 2017, the debt issuance cost associated with the guarantee was approximately $54,000 and $161,000, respectively, and after being offset against the Alliance Note, resulted in a net balance of approximately $4,936,000 and $4,829,000, respectively.

8. Commitments and Contingencies

Standby Letters of Credit, Lines of Credit and Outstanding Notes

See Note 7 - “Debt - Standby Letters of Credit and Lines of Credit” above.

Lease Commitments

The Company’s lease for its current corporate headquarters, as amended, sets base rent at $37,913 per month for the first year and schedules annual increases in base rent each year until the final rental year, which is capped at $43,957 per month. The base rent may be abated by up to $228,049 subject to other terms of the lease. As of September 30, 2017, deferred rent liability associated with such leases was approximately $648,000.

Employment Agreements

In December 2016, AMM entered into employment agreements with Warren Hosseinion, M.D., Adrian Vazquez, M.D., Gary Augusta and Mihir Shah, which replaced such officers’ previous employment agreements and revised certain term, bonus and severance arrangements. Such agreements, as amended as of the date of this Report, provide annual base salaries in the aggregate amount of $1,550,000 for such officers. Each of the new employment agreements has an initial term of three years with automatic annual renewals and provide 20 business days of paid time off per calendar year. Accrued and unused paid time off shall be paid in cash at the end of each calendar year. Under the new employment agreements, each officer is eligible to receive an annual bonus and is granted certain vesting rights and accrued benefits (as such term is defined therein) if his employment is terminated without “cause” (as such term is defined therein) or if he resigns with “good reason” (as such term is defined therein) during the employment term.

Regulatory Matters

The healthcare industry and Medicare and Medicaid programs are subject to numerous laws and regulations of federal, state and local governments, including the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act and the Patient Protection and Affordable Care Act, which are generally are complex and subject to interpretation. These laws and regulations govern matters such as licensure, accreditation, security and privacy of health information, health insurance portability, health insurance exchanges, government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Government activity has continued with respect to investigations and allegations concerning possible violations of such laws and regulations by healthcare providers. Compliance with such laws and regulations can be subject to government review and interpretation. Violations of these laws and regulations may result in significant adverse regulatory actions, including fines, penalties, exclusion from government healthcare programs, repayments for patient services previously billed as well as those unknown or unasserted at this time.

As a risk-bearing organization (“RBO”), the Company is required to follow regulations of the California Department of Managed Health Care (“DMHC”). The Company and its applicable affiliates must comply with a minimum working capital requirement, Tangible Net Equity (“TNE”) requirement, cash-to-claims ratio and claims payment requirements prescribed by the DMHC. TNE is defined as net assets less intangibles, less non-allowable assets (which include amounts due from affiliates), plus subordinated obligations. The DMHC determined that, as of February 28, 2016, MMG, was not in compliance with the DMHC’s positive TNE requirement for a RBO. As a result, the DMHC required MMG to develop and implement a corrective action plan (“CAP”) for such deficiency. MMG’s CAP has been submitted and was approved by DMHC in December 2016. Through a $2,000,000 intercompany revolving subordinate loan from AMM dated November 22, 2016, where AMM agreed to subordinate to other creditors its right in and to the repayment of the revolving loan, MMG achieved positive TNE in the third quarter of fiscal year 2017 and has maintained positive TNE to date. The DMHC is in the process of reviewing the Company’s filings for MMG to be taken off the CAP. As of the date of this Quarterly Report on Form 10-Q, the DMHC staff has indicated to the Company that it has no objections to the closing of the CAP. On August 31, 2017, AMM and MMG entered into an amendment to the intercompany revolving loan, increasing the revolving loan commitment from $2,000,000 to $3,000,000.

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In addition, the Company has from time to time issued securities to investors to raise capital and as compensation to directors, employees and consultants to attract and retain talent. As a result, the Company is subject to federal and state securities laws. Non-compliance with such laws, such as its failing to file information statements for two corporate actions taken by its majority stockholders in written consents in 2012 and 2013, could cause federal or state agencies to take action against the Company, including restricting its ability to issue securities or imposing fines or penalties on it.

Legal Actions and Proceedings

In the ordinary course of the Company’s business, the Company from time to time becomes involved in pending and threatened legal actions and proceedings, most of which involve claims of medical malpractice related to medical services provided by the Company’s affiliated hospitalists. The Company may also become subject to other lawsuits which could involve significant claims and/or significant defense costs. See “Potential Third-Party Claims” below. Many of the Company’s payer and provider contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of medical services, which may not come to light until a substantial period of time has passed following contract implementation. Liabilities for claims are recorded when the loss is probable and can be estimated. Any adjustments to reserves are reflected in current operations. As of the date of this Quarterly Report on Form 10-Q, the Company is not a party to any legal proceedings, which the Company expects individually or in the aggregate to have a material adverse effect on the Company’s financial condition, cash flows or results of operations. Nonetheless, the resolution of any claim or litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows or results of operations.

Potential Third-Party Claims

Monteverde & Associates PC, a plaintiffs’ securities law firm, has announced that it is investigating the Company and its board of directors for potential federal law violations and/or breaches of fiduciary duties in connection the Merger. This investigation purportedly focuses on whether the Company and/or its board of directors violated federal securities laws and/or breached their fiduciary duties to the Company’s stockholders by failing to properly value the Merger and failing to disclose all material information in connection with the Merger. While the Company believes that its board of directors and management have faithfully upheld their fiduciary duties in negotiating and executing the Merger for the combined interest of all of the Company’s stockholders, the Company cannot preclude the possibility that this investigation may lead to legal actions and proceedings against the Company.

Liability Insurance

Although the Company currently maintains liability insurance policies on a claims-made basis, which are mainly intended to cover malpractice liability and certain other claims, the coverage must be renewed annually, and may not continue to be available to the Company in future years at acceptable costs, and on favorable terms. In addition, the Company cannot be certain that the Company’s current insurance coverage will be adequate to cover liabilities arising out of claims asserted against the Company, the Company’s affiliated professional organizations or the Company’s affiliated hospitalists in the future where the outcomes of such claims are unfavorable. Liabilities in excess of the Company’s insurance coverage may have a material adverse effect on the Company’s business, financial position, results of operations and cash flows.

9. Related Party Transactions

Dr. Thomas Lam, one of the Company’s directors is a significant shareholder and the Chief Executive Officer of NMM. See Note 1 for information on the proposed Merger and NMM’s investments in and loan to the Company.

Mark Fawcett, one of the Company’s directors, was nominated by NNA as its representative on the Board. See Note 10 for information in relation to NNA’s registration rights granted by the Company.

In September 2015, the Company entered into a note receivable with Rob Mikitarian, a minority owner in APS, in the amount of approximately $150,000. The note accrues interest at 3% per annum and is due on or before September 2017. At both September 30, 2017 and March 31, 2017, the balance of the note was approximately $150,000 and is included in other receivables in the accompanying consolidated balance sheets.

In September 2015, the Company entered into a note receivable with Liviu Chindris, M.D., a minority owner in APS, in the amount of approximately $105,000. The note accrues interest at 3% per annum and is due on or before September 2017. As of September 30, 2017, the balance of the note has been paid; and at March 31, 2017, the balance of the note was approximately $105,000 and was included in other receivables in the accompanying consolidated balance sheets. In November, 2016, in connection with a promissory note issued to Dr. Chindris, which the Company has repaid in full, the Company issued Dr. Chindris a warrant to purchase up to 5,000 shares of Common Stock at an exercise price of $9.00 per share, which warrant is currently outstanding (see Note 6 “Stockholders’ Equity - Warrants” above).

During the three and six months ended September 30, 2017, the Company billed NMM approximately $0 and $400,000, respectively, for its 50% share of the costs related to APAACO’s participation in the NGACO Model that the Company had incurred on behalf of APAACO.

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In the ordinary course of the Company’s business, the Company, from time to time, grants options to its employees under its Equity Incentive Plans and enters into employment agreements with its employees, including officers. See Note 6 and Note 8 above for addition information.

In addition, affiliates wholly-owned by the Company’s officers, including Dr. Hosseinion, are reported in the accompanying condensed consolidated statement of operations on a consolidated basis, together with the Company’s subsidiaries, and therefore, the Company does not separately disclose transactions between such affiliates and the Company’s subsidiaries as related party transactions.

10. Subsequent Events

Amendment No.2 to the Merger Agreement, NMM Note Restatement and Alliance Note Amendment

On October 17, 2017, NMM and the Company entered into an second amendment (the “Merger Agreement Amendment No. 2”) to the Merger Agreement to include, in addition to such number of shares of Common Stock that represents 82% of the total issued and outstanding shares of Common Stock immediately following the consummation of the Merger and warrants to purchase 850,000 shares of Common Stock at an exercise price of $11 per share, the following as NMM shareholders’ merger consideration payable at the closing of the Merger: an aggregate of 2,566,666 common shares and five-year warrants to purchase an aggregate of 900,000 shares of Common Stock exercisable at $10.00 per share, Pursuant to the Merger Agreement Amendment No. 2, NMM also agreed to provide an additional $4,000,000 capital loan to the Company as evidenced by a convertible promissory note in the principal amount of $9,000,000 (the “Restated NMM Note”), which replaces the NMM Note in the principal amount of $5,000,000 (see Note 7 “Debt - Restated NMM Note” above). The Merger Agreement Amendment No. 2 also extended the “End Date” (as defined in the Merger Agreement) from August 31, 2017 to March 31, 2018.

On October 17, 2017, concurrent with the execution of the Merger Agreement Amendment No. 2, the Company issued to NMM the Restated NMM Note to amend, restate and replace the NMM Note, and the entire outstanding principal balance of the NMM Note, all accrued and unpaid interest thereon, and all other applicable fees, costs and charges, if any, shall be rolled into and become payable pursuant to the Restated NMM Note. The Restated NMM Note also extended the maturity date to the earlier of (A) March 31, 2019 or (B) 12 months after the date the Merger Agreement is terminated. Within 10 business days prior to maturity, NMM shall have the right (but not the obligation) in its sole discretion to convert the Restated NMM Note into shares of Common Stock at a conversion price of $10.00 per share (subject to adjustment for stock splits, dividends, recapitalizations and the like). In addition, pursuant to its terms, the principal amount of the Restated NMM Note shall be increased to $13,990,000 if the Company fails to pay the Amended Alliance Note described below, and NMM will either pay all amounts owed under the Amended Alliance Note or enter into another agreement with Alliance (such that in either case the Amended Alliance Note is cancelled). See Note 7 “Debt - Restated NMM Note” above for additional information.

On October 16, 2017, the Company and Alliance Apex, LLC (“Alliance”) amended the Alliance Note to extend the maturity date such that the entire outstanding principal and all accrued and unpaid interest thereon, is due and payable on the earlier of (i) March 31, 2018 or (ii) the date on which the Merger Agreement is terminated, whichever occurs first (the “Alliance Maturity Date”). If the Merger has not been consummated on or before the Alliance Maturity Date, then the outstanding principal balance and interest will be due 45 days after the Alliance Maturity Date. On the business day following closing of the Merger on or before the Alliance Maturity Date, the principal amount of the amended Alliance Note, together with all accrued and unpaid interest thereon, will automatically be converted into shares of Common Stock, at a conversion price of $10.00 per share, subject to adjustment for stock splits, stock dividends, reclassifications and other similar recapitalization transactions. See Note 7 “Debt - Amended Alliance Note” above for addition information. Pursuant to the Restated NMM Note, the principal amount of the Restated NMM Note shall be increased to $13,990,000 if the Company fails to pay the Amended Alliance Note, and NMM will either pay all amounts owed under the Amended Alliance Note or enter into another agreement with Alliance (such that in either case the Amended Alliance Note is cancelled).

Effectiveness of Amended S-4 Registration Statement

On August 11, 2017, NMM and ApolloMed filed a registration statement on Form S-4 with the SEC in connection with the proposed Merger. On October 30, 2017 and November 9, 2017, respectively, NMM and ApolloMed filed an Amendment No. 1 on Form S-4/A and two additional amendments, Amendment No. 2 and Amendment No. 3 on Forms S-4/A, to the August 11, 2017 registration statement. On November 13, 2017, the SEC staff declared the registration statement as amended to be effective.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Part I, Item 1, “Financial Statements” of this Report. In addition, reference is made to our audited consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our most recent Annual Report on Form 10-K for the year ended March 31, 2017, filed with the Securities and Exchange Commission on June 29, 2017.

In this Report, unless otherwise expressly stated or the context otherwise requires, the “Company,” “ApolloMed,” “we,” “us,” “our” and similar words refer to Apollo Medical Holdings, Inc., a Delaware corporation, its consolidated subsidiaries and its affiliates. Our affiliated professional organizations are separate legal entities that provide physician services and with which we have management service agreements. For financial reporting purposes, we consolidate the revenues and expenses of all our practice groups that we own or manage because we have a controlling financial interest in these practices based on applicable accounting rules and as described in our accompanying consolidated financial statements. References to “practices” or “practice groups” refer to our subsidiary-management company and the affiliated professional organizations of Apollo that provide medical services, unless otherwise expressly stated or the context otherwise requires.

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The following management’s discussion and analysis contain forward-looking statements that reflect our plans, estimates, and beliefs as discussed in the “Forward-Looking Statements” at the beginning of this Report. Our actual results could differ materially from those plans, estimates, and beliefs. Factors that could cause or contribute to these differences include those discussed in this Report as well as the factors discussed in Part I, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K for the year ended March 31, 2017.

Overview

We are a patient-centered, physician-centric integrated population health management company working to provide coordinated, outcomes-based medical care in a cost-effective manner. Led by a management team with over a decade of experience, we have built a company and culture that is focused on physicians providing high-quality medical care, population health management and care coordination for patients, particularly senior patients and patients with multiple chronic conditions. We believe that we are well-positioned to take advantage of changes in the rapidly evolving U.S. healthcare industry, as there is a growing national movement towards more results-oriented healthcare centered on the triple aim of patient satisfaction, high-quality care and cost efficiency. Our three core pillars are: our clinical expertise in managing patients with multiple chronic conditions, our experience in taking on financial risk for these patients, and our technology infrastructure.

We implement and operate innovative health care models to create a patient-centered, physician-centric experience. We have the following integrated, synergistic operations:

· Hospitalists, which includes our contracted physicians who focus on the delivery of comprehensive medical care to hospitalized patients;

· An accountable care organization (“ACO”) participating in the Medicare Shared Savings Program (the “MSSP”), which focuses on providing high-quality and cost-efficient care to Medicare fee-for-service (“FFS”) patients;

· A next generation accountable care organization (“NGACO”), which started operations on January 1, 2017, and focuses on providing high-quality and cost-efficient care for Medicare FFS patients;

· An independent practice association (“IPA”), which contracts with physicians and provides care to Medicare, Medicaid, commercial and dual-eligible patients on a risk- and value-based fee basis;

· One clinic which we own, and which provides specialty care in the greater Los Angeles area;

· Hospice care, Palliative care, and home health services, which include our at-home and end-of-life services; and

· A cloud-based population health management IT platform, which was acquired in January 2016, and includes digital care plans, a case management module, connectivity with multiple healthcare tracking devices and also integrates clinical data.

We operate in one reportable segment, the healthcare delivery segment. Our revenue streams are diversified among our various operations and contract types, and include:

· Traditional FFS reimbursement; and

· Risk and value-based contracts with health plans, third party IPAs, hospitals and the NGACO and MSSP sponsored by CMS, which are the primary revenue sources for our hospitalists, ACOs, IPAs and hospice/palliative care operations.

We serve Medicare, Medicaid, HMO and uninsured patients in California. We provide services to patients, the majority of whom are covered by private or public insurance, with a small portion of our revenue coming from non-insured patients. We provide care coordination services to each major constituent of the healthcare delivery system, including patients, families, primary care physicians, specialists, acute care hospitals, alternative sites of inpatient care, physician groups and health plans.

Our mission is to transform the delivery of healthcare services in the communities we serve by implementing innovative population health models and creating a patient-centered, physician-centric experience in a high-performance environment of integrated care.

The initial business owned by us was ApolloMed Hospitalists (“AMH”), a hospitalist company, incorporated in California in June, 2001, which began operations at Glendale Memorial Hospital. Through a reverse merger, we became a publicly held company in June 2008.

We were initially organized around the admission and care of patients at inpatient facilities such as hospitals. We have grown our inpatient strategy in a competitive market by providing high-quality care and innovative solutions for our hospital and managed care clients.

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We operate through our subsidiaries, including:

· Apollo Palliative Care Services, LLC (“APS”);

· Apollo Medical Management, Inc. (“AMM”)

· Pulmonary Critical Care Management, Inc. (“PCCM”)

· Verdugo Medical Management, Inc. (“VMM”); and

· ApolloMed Accountable Care Organization, Inc. (“ApolloMed ACO”).

We have a controlling interest in APS, which owns two Los Angeles-based companies, Best Choice Hospice Care LLC (“BCHC”) and Holistic Care Home Health Care Inc. (“HCHHA”). Our palliative care services focuses on providing relief from the symptoms and stress of a serious illness. The goal is to improve quality of life for both the patient and the patient’s family.

AMM, PCCM and VMM each operates as a physician practice management company and is in the business of providing management services to physician practice corporations under long-term MSAs, pursuant to which AMM, PCCM or VMM, as applicable, manages certain non-medical services for the physician group and has exclusive authority over all non-medical decision making related to ongoing business operations. The MSAs that AMM, PCCM and VMM enter into with physician groups generally provide for management fees that are recognized as earned based on a percentage of revenues or cash collections generated by the physician practices.

Through PCCM we managed Los Angeles Lung Center (“LALC”), and through VMM we managed Eli Hendel, M.D., Inc. (“Hendel”). On January 1, 2017 and March 24, 2017, PCCM and VMM amended the MSAs entered into with LALC and Hendel, respectively, and among other things, reduced the scope of services to be provided by PCCM and VMM to align with the actual course of dealing between the parties. Based on our evaluation of current accounting guidance, we determined that we no longer hold an explicit or implicit variable interest in these entities. We have consolidated the results of these entities through December 31, 2016.

Through AMM, we manage a number of our affiliates pursuant to their long-term MSAs with AMM, including:

· AMH, the initial business owned by us;

· Maverick Medical Group, Inc. (“MMG”);

· Southern California Heart Centers (“SCHC”); and

· Bay Area Hospitalist Associates, a Medical Corporation (“BAHA”).

In 2012, we formed an ACO, ApolloMed ACO, which participates in the MSSP to improve the quality of patient care and outcomes through more efficient and coordinated approach among providers, and an IPA, MMG. In 2013 we expanded our service offering to include integrated inpatient and outpatient services through MMG.

In 2014, we added several complementary operations by acquiring an IPA, AKM Medical Group, Inc. (“AKM”), outpatient primary care and specialty clinics, as well as hospice/palliative care and home health entities. During fiscal year 2016, we combined the operations of AKM into those of MMG.

In 2014, we acquired SCHC, a specialty clinic that focuses on cardiac care and diagnostic testing.

In 2016, we acquired a controlling interest in BAHA. BAHA is a hospitalist, intensivist and post-acute care practice with a presence at three acute care hospitals, one long-term acute care hospital and several skilled nursing facilities in San Francisco.

In 2016, we, together with NMM, formed APA ACO, Inc. (“APAACO”) to participate in the NGACO Model, for which we were approved by CMS in January 2017. The goal of the NGACO Model is to improve the quality of patient care and outcomes through more efficient and coordinated approach among providers.

Our physician network consists of hospitalists, primary care physicians and specialist physicians primarily through our owned and affiliated physician groups. On February 17, 2015, we entered into a long-term management services agreement (the “Bay Area MSA”) with a hospitalist group located in the San Francisco Bay Area. Under the Bay Area MSA, we provide certain business administrative services, including accounting, human resources management and supervision of non-medical business operations. We evaluated the Bay Area MSA and have determined that it triggers variable interest entity accounting, which requires consolidating the hospitalist group into our consolidated financial statements. During fiscal year 2017, we entered into four management services agreements with various hospitals to provide staffing.

In 2016, through Apollo Care Connect, we acquired certain technology and other assets of Healarium, Inc., which provides us with a population health management platform that includes digital care plans, a case management module, connectivity with multiple healthcare tracking devices and the ability to integrate with multiple electronic health records to capture clinical data.

Our common stock (“Common Stock”) is currently quoted on OTC Pink and traded under the symbol “AMEH.” ApolloMed has applied for listing of its common stock on the NASDAQ Global Market effective as of the closing of the Merger. No assurance can be given that we can meet the listing requirements for the NASDAQ Global Market, including at the closing of the Merger, or that ApolloMed’s application will ever be approved.

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Recent Developments

Operations and Financings

For the three-month period ended September 30, 2017, we achieved a 177% increase in revenue over the same period in the prior fiscal year. This increase of approximately $27.9 million in revenue primarily resulted from the new APAACO NGACO contract with CMS that went into effect in April 2017. We also accrued approximately $27.3 million in costs related to this contract with CMS. Notwithstanding that revenue growth, our net loss without taking into account any non-controlling interest increased by approximately 188% during the same period mostly attributable to the proposed merger related cost.

In a continued effort to improve profitability, we terminated four hospitalist contracts during the six-month period ended September 30, 2017, ceased using locum tenens physicians starting in September 2017, and began several other operational efficiency initiatives.

APAACO (Next Generation ACO)

On January 18, 2017, CMS announced that APAACO, jointly owned by us and NMM, has been approved to participate in the new NGACO Model. Through the NGACO Model, CMS has partnered with APAACO and other ACOs experienced in coordinating care for populations of patients and whose provider groups are willing to assume higher levels of financial risk and reward under the NGACO Model. The NGACO program began on January 1, 2017. In connection with the approval by CMS for APAACO to participate in the NGACO Model, CMS and APAACO have entered into a NGACO Model Participation Agreement (the “Participation Agreement”). The term of the Participation Agreement is two performance years, from January 1, 2017 through December 31, 2018. CMS may offer to renew the Participation Agreement for an additional term of two performance years. Additionally, the Participation Agreement may be terminated sooner by CMS as specified therein.

AMM, one of our wholly-owned subsidiaries, has a long-term management services agreement with APAACO. APAACO is a consolidating variable interest entity of AMM as it was determined that AMM is the primary beneficiary of APAACO.

To participate in the NGACO Model, we have devoted, and intend to continue to devote, significant effort and resources, financial and otherwise, to the NGACO Model, and refocused away and pulled resources from certain other parts of our historic business and revenue streams, including the MSSP ACO, which will receive less emphasis in the future and could result in reduced revenue from such business. We currently anticipate that the NGACO Model, if successful, will be a significant source of revenue for us in fiscal year 2018 and future periods, although no assurance of that can be given at this time. APAACO chose to participate in the All-Inclusive Population-Based Payment (“AIPBP”) payment mechanism of the NGACO Model. Under the AIPBP payment mechanism, CMS estimates the total annual Part A and Part B Medicare expenditures of APAACO’s assigned Medicare beneficiaries and pays that projected amount in per beneficiary per month payments. See Notes 1 and 2 to the accompanying condensed consolidated financial statements for additional information. APAACO’s future participation in the AIPBP payment mechanism, however, is uncertain. In October 2017, CMS notified APAACO that it has not been renewed for participation in the AIPBP payment mechanism of the NGACO Model for performance year 2018 due to certain alleged deficiencies in performance by APAACO. APAACO does not believe the allegations by CMS of performance deficiencies are valid or justify the CMS non-renewal determination and is in discussions with CMS regarding possible reversal of such determination. On November 9, 2017, APAACO submitted a request for reconsideration to CMS. If APAACO is not successful in convincing CMS to reverse its decision then the payment mechanism under the NGACO Model would default to traditional Fee For Service (“FFS”). This would result in the loss in monthly revenues and cash flow currently being generated by APAACO, currently at a rate of approximately $9.3 million per month, and would thus have a material adverse effect on ApolloMed’s future revenues and potential cash flow.

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Standby Letters of Credit

On March 3, 2017, APAACO established an irrevocable standby letter of credit with a financial institution for $6,699,329 for the benefit of CMS. The letter of credit expires on December 31, 2017 and deemed automatically extended without amendment for additional one - year periods from the present or any future expiration date, unless notified by the institution to terminate prior to 90 days from any expiration date.

Proposed Merger

On December 21, 2016, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) among us, Apollo Acquisition Corp., a wholly-owned subsidiary of ours (“Merger Subsidiary”), NMM and Kenneth Sim, M.D., in his capacity as the representative of the shareholders of NMM, pursuant to which NMM will merge into Merger Subsidiary (the “Merger”) and upon consummation of the Merger, NMM shareholders will receive such number of shares of Common Stock such that, after giving effect to the Merger and assuming there would be no dissenting NMM shareholders at the closing, NMM shareholders will own 82% of the total issued and outstanding shares of Common Stock at the closing of the Merger and our current stockholders will own the other 18% (the “Exchange Ratio”). Additionally, NMM has agreed to relinquish its redemption rights relating to our Series A Preferred Stock that NMM owns.

On March 30, 2017, NMM and ApolloMed, together with other relevant parties, entered into an Amendment to the Merger Agreement (the “Merger Agreement Amendment No. 1”) to exclude, for purposes of calculating the Exchange Ratio, from “parent shares” (as defined in the Merger Agreement) 499,000 shares of Common Stock issued or issuable pursuant to a securities purchase agreement dated as of March 30, 2017, between ApolloMed and Alliance Apex, LLC. As part the Merger Agreement Amendment No. 1, the merger consideration to be paid by the Company to NMM shareholders at the closing of the Merger was amended to include warrants to purchase 850,000 shares of Common Stock at an exercise price of $11 per share.

On October 17, 2017, NMM and ApolloMed entered into a second Amendment to the Merger Agreement (the “Merger Agreement Amendment No. 2”), which extended the “End Date” as defined in the Merger Agreement from August 31, 2017 to March 31, 2018, and increased NMM shareholders’ merger consideration payable at the closing of the Merger to include an aggregate of 2,566,666 shares of Common Stock and warrants to purchase an aggregate of 900,000 shares of Common Stock exercisable at $10.00 per share, in addition to such number of shares of Common Stock that represents 82% of the total issued and outstanding shares of Common Stock immediately following the consummation of the Merger and warrants to purchase 850,000 shares of Common Stock at an exercise price of $11 per share. Pursuant to the Merger Agreement Amendment No. 2, NMM also agreed to provide an additional $4,000,000 working capital loan to the Company as evidenced by a promissory note in the principal amount of $9,000,000 (the “Restated NMM Note”), which is convertible into shares of Common Stock at a conversion price of $10.00 per share (subject to adjustment for stock splits, dividends, recapitalizations and the like) within 10 business days prior to maturity. The Restated NMM Note amended and restated the previous $5,000,000 promissory note issued by the Company to NMM on January 3, 2017. In addition, pursuant to its terms, the principal amount of the Restated NMM Note shall be increased to $13,990,000 if the Company fails to pay the Amended Alliance Note described below, and NMM will either pay all amounts owed under the Amended Alliance Note or enter into another agreement with Alliance (such that in either case the Amended Alliance Note is cancelled).

On October 16, 2017, the Company and Alliance Apex, LLC (“Alliance”) amended the Alliance Note to extend the maturity date for the entire outstanding principal and all accrued and unpaid interest thereon to the earlier of (i) March 31, 2018 or (ii) the date on which the Merger Agreement is terminated, whichever occurs first (the “Alliance Maturity Date”). If the Merger has not been consummated by the Alliance Maturity Date, then the outstanding principal balance and interest will be due 45 days after the Alliance Maturity Date. Pursuant to the Restated NMM Note, the principal amount of the Restated NMM Note shall be increased to $13,990,000 if the Company fails to pay the Amended Alliance Note, and NMM will either pay all amounts owed under the Amended Alliance Note or enter into another agreement with Alliance (such that in either case the Amended Alliance Note is cancelled). On the business day following closing of the Merger on or before the Alliance Maturity Date, the principal amount of the amended Alliance Note, together with all accrued and unpaid interest thereon, will automatically be converted into shares of Common Stock, at a conversion price of $10.00 per share, subject to adjustment for stock splits, stock dividends, reclassifications and other similar recapitalization transactions. The amended Alliance Note may not be prepaid, in whole or in part, by ApolloMed nor converted into shares of Common Stock voluntarily by Alliance.

NMM is one of the largest healthcare management services organizations in the United States, delivering comprehensive healthcare management services to a client base consisting of health plans, IPAs, hospitals, physicians and other health care networks. NMM currently is responsible for coordinating the care for over 600,000 covered patients in Southern and Central California through a network of ten IPAs with over 2,000 contracted physicians. On a pro forma basis, the combined organization is expected to provide medical management for over 700,000 patients through a network of over 3,000 healthcare professionals and over 400 employees. The combination of ApolloMed and NMM would bring together two complementary healthcare organizations to form one of the nation’s largest integrated population health management companies, which we believe will be well positioned for the ongoing transition of U.S. healthcare to value-based reimbursements. The Merger, if consummated, is expected to further expand our operating platform for providing high-quality, cost effective valued-based care.

The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), with respect to the proposed Merger expired on July 7, 2017. The expiration of the HSR waiting period satisfies a condition to the closing of Merger. Based on current information and subject to future events and circumstances, consummation of the Merger, which remains subject to other conditions described in the Merger Agreement, including approval by ApolloMed’s stockholders and the shareholders of NMM, is expected to take place in the second half of calendar year 2017.

On August 11, 2017, NMM and ApolloMed filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) in connection with the proposed Merger. On October 30, 2017 and November 9, 2017, respectively, NMM and ApolloMed filed an Amendment No. 1 on Form S-4/A and two additional amendments, Amendment No. 2 and Amendment No. 3 on Forms S-4/A, to the August 11, 2017 registration statement. On November 13, 2017, the SEC staff declared the Form S-4 registration statement as amended to be effective.

We have applied for listing of Common Stock on the NASDAQ Global Market effective as of the closing of the Merger. In September 2017, The Nasdaq Stock Market LLC (“Nasdaq”) requested us to provide additional information in relation to such application. We responded to Nasdaq’s request on November 3, 2017. No assurance can be given that our application will be approved after such response.

For all purposes of this report, unless expressly indicated otherwise, we have discussed our present and intended operations, opportunities and challenges without consideration of the Merger or the effect of the Merger, if and should it be consummated.

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The items above describe certain recent developments that are important to understanding our financial condition and results of operations. See the notes to our condensed consolidated financial statements included in this Report for additional information about these developments.

Results of Operations

The results of operations for the three and six months ended September 30, 2017 reflected a significant financial impact from our investments in population health management infrastructure and value-based care processes for our patients.

The following sets forth selected data from our results of operations for the periods presented:

	For the Six Months Ended September 30,												For the Three Months Ended September 30,
	2017			2016			$ Change			% Change			2017			2016			$ Change			% Change
Net revenues	$	82,058,826		$	26,994,329		$	55,064,497			204	%	$	40,483,346		$	14,622,656		$	25,860,690			177	%
Costs and expenses
Cost of services		79,336,260			22,304,188			57,032,072			256	%		39,096,618			12,171,183			26,925,435			221	%
General and administrative		10,234,926			8,291,804			1,943,122			23	%		5,345,742			4,455,329			890,413			20	%
Depreciation and amortization		311,204			335,213			(24,009	)		-7	%		155,937			170,555			(14,618	)		-9	%
Total costs and expenses		89,882,390			30,931,205			58,951,185			191	%		44,598,297			16,797,067			27,801,230			166	%
Loss from operations		(7,823,564	)		(3,936,876	)		(3,886,688	)		99	%		(4,114,951	)		(2,174,411	)		(1,940,540	)		89	%
Other (expense) income:
Interest expense		(392,651	)		(5,713	)		(386,938	)		6773	%		(199,662	)		(3,054	)		(196,608	)		6438	%
Gain on change in fair value of warrant liability		-			1,333,333			(1,333,333	)		-100	%		-			511,111			(511,111	)		-100	%
Other income		93,295			12,531			80,764			645	%		54,635			10,560			44,075			417	%
Total other income (expense), net		(299,356	)		1,340,151			(1,639,507	)		-122	%		(145,027	)		518,617			(663,644	)		-128	%
Loss before benefit from income taxes		(8,122,920	)		(2,596,725	)		(5,526,195	)		213	%		(4,259,978	)		(1,655,794	)		(2,604,184	)		157	%
Benefit from income taxes		(56,692	)		(226,593	)		169,901			-75	%		(26,858	)		(185,040	)		158,182			-85	%
Net loss	$	(8,066,228	)	$	(2,370,132	)	$	(5,696,096	)		240	%	$	(4,233,120	)	$	(1,470,754	)	$	(2,762,366	)		188	%
Net loss (income) attributable to noncontrolling interest		571,624			(303,534	)		875,158			-288	%		350,382			112,345			238,037			212	%
Net loss attributable to Apollo Medical Holdings, Inc.	$	(7,494,604	)	$	(2,673,666	)	$	(4,820,938	)		180	%	$	(3,882,738	)	$	(1,358,409	)	$	(2,524,329	)		186	%

Three and Six Months Ended September 30, 2017 Compared to Three and six Months Ended September 30, 2016

Net revenues

Net revenues for the three months ended September 30, 2017 increased by approximately $25.9 million, or 177%, as compared to the same period of 2016. The increase in net revenues was primarily due to an increase of approximately $27.9 million in APAACO’s revenues resulting from the new NGACO contract with CMS, pursuant to which we started to receive capitation from CMS in April 2017, an increase of approximately $0.4 million in AMH’s revenues which resulted from hospitalist contracts that started in the second quarter of fiscal year 2017. These increases were partially offset by a decrease of $0.5 million in MMG’s revenues, which resulted from a deficit in the full risk contracts related to high patient care cost, a decrease of approximately $0.4 million in BAHA’s revenues related to a decrease in patient encounters and termination of a facility contract, a decrease of $0.1 million in SCHC’s revenues related to decreased patient encounters, a decrease of $0.3 million in BCHC’s revenues due to decreased patient census, a decrease of $0.5 million in HCHHA’s revenues due to decreased patient census, as well as a decrease of $0.6 million in revenues of LALC and Hendel due to deconsolidation of the two variable interest entities (“VIEs”) from us during the fourth quarter of fiscal year 2017.

Net revenues for the six months ended September 30, 2017 increased by approximately $55.1 million, or 204%, as compared to the same period of 2016. The increase in net revenues was primarily due to an increase of approximately $55.7 million in APAACO’s revenues resulting from the new NGACO contract with CMS, pursuant to which we started to receive capitation from CMS in April 2017, an increase of approximately $2.9 million in AMH’s revenues which resulted from the new hospitalist contracts that started in the second quarter of fiscal year 2017. These increases were partially offset by a decrease of $0.8 million in MMG’s revenues, which resulted from a deficit in the full risk contracts related to high patient care cost, a decrease of $0.9 million in BCHC’s revenues due to decreased patient census, a decrease of $0.6 million in HCHHA’s revenues due to decreased patient census, as well as a decrease of $1.1 million in revenues of LALC and Hendel due to deconsolidation of the two variable interest entities (“VIEs”) from us during the fourth quarter of fiscal year 2017. The Company’s other entities accounted for an aggregate decrease of $0.1 million, none of which were individually significant.

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Cost of services

Cost of services for the three months ended September 30, 2017 increased by approximately 26.9 million, or 221%, as compared to the same period of 2016. The increase in cost of services was primarily related to an increase of approximately $27.3 million in APAACO expenses related to the patient care, a decrease of approximately $0.4 million in AMH’s and BAHA’s expenses related to migration from the use of contracted providers to employed providers, and an increase of approximately $0.6 million in MMG’s expenses due to increased costs in patient care. These expenses were partially offset by a decrease of approximately $0.1 million and a decrease of $0.2 million in BCHC’s expenses and HCHHA’s expenses, respectively, both of which were due to reduction in patient census, as well as a decrease of approximately $0.1 million in each of LALC’s expenses and Hendel’s expenses, respectively, both of which were due to deconsolidation of the two VIEs from us during the fourth quarter of fiscal year 2017 and a decrease of $0.1 million in SCHC’s expenses.

Cost of services for the six months ended September 30, 2017 increased by approximately $57.0 million, or 256%, as compared to the same period of 2016. The increase in cost of services was primarily related to an increase of approximately $54.6 million in APAACO expenses related to the patient care, an increase of approximately $2.2 million in AMH’s expenses related to the new hospitalist contracts that increased AMH’s revenues, an increase of approximately $0.9 million in BAHA’s expenses related to its new hospitalist contract and the use of locum providers, and an increase of approximately $0.8 million in MMG’s expenses due to increased costs in patient care. These increases in expenses were partially offset by a decrease of approximately $0.4 million and a decrease of $0.4 million in BCHC’s expenses and HCHHA’s expenses, respectively, both of which were due to reduction in patient census, as well as a decrease of an aggregate of approximately $0.5 million in LALC’s and Hendel’s expenses, both of which were due to deconsolidation of the two VIEs from us during the fourth quarter of fiscal year 2017 and a decrease of approximately $0.2 million in SCHC’s expenses.

General and administrative

General and administrative (G&A) costs for the three months ended September 30, 2017 increased by approximately $0.9 million, or 20%, as compared to the same period of 2016. Approximately $0.9 million of the increase was due to APAACO’s new NGACO operations, approximately $0.7 million of the increase was related to costs associated with the proposed Merger with NMM, and approximately $0.2 million correlated to an increase in MMG’s G&A costs. These increases in our G&A costs were offset by a decrease of approximately $0.4 million in ACO’s G&A costs as the MMSP ACO operations have been gradually merged into the NGACO program of APAACO, a decrease of approximately $0.3 million related to AMH from general management of overhead costs, and a decrease of approximately $0.2 million in Hendel’s G&A costs due to its deconsolidation from us during the fourth quarter of fiscal year 2017.

G&A costs for the six months ended September 30, 2017 increased by approximately $1.9 million, or 23%, as compared to the same period of 2016. Approximately 1.7 million of the increase was due to APAACO’s new NGACO operations, approximately $1.3 million of the increase was related to costs associated with the proposed Merger with NMM, and approximately $0.1 million of the increase correlated to an increase in MMG’s G&A costs. These increases in our G&A costs were offset by a decrease of approximately $0.8 million in ACO’s G&A costs as the MMSP ACO operations have been gradually merged into the NGACO program, a decrease of approximately $0.3 million in AMH expenses related to general management of overhead costs, and a decrease of approximately $0.1 million in Hendel’s G&A costs due to its deconsolidation from us during the fourth quarter of fiscal year 2017.

Depreciation and amortization

Depreciation and amortization during the three and six months ended September 30, 2017 were comparable to the same periods of fiscal year 2016.

Interest expense

Interest expense increased by approximately $0.2 million and $0.4 million, or 6,438% and 6,773% during the three and six months ended September 30, 2017, as compared to the same periods of 2016, respectively. The increase in interest expense is due to the addition of the $5,000,000 NMM Note and $4,990,000 Alliance Note. See Note 7 “Debt” to the accompanying condensed consolidated financial statements for additional information.

Gain on change in fair value of warrant liabilities

There was a gain on the change in fair value of the warrant liabilities of approximately $0.5 and $1.3 million for the three and six months ended September 30, 2016. This gain resulted from the change in the fair value measurement of the Company’s warrants issued to NMM in October 2015, which consider among other things, expected term, the volatility of the Company’s share price, interest rates, and the probability of additional financing. As there was no warrant liability at either March 31, 2017 or September 30, 2017, there is no change in the fair value of warrant liabilities for the three and six months ended September 30, 2017.

Other income

Other income increased by approximately $44,000 and $80,000, or 417% and 645%, for the three and six months ended September 30, 2017 compared to the same periods of 2016, respectively. The increase in other income is due to interest from the cash held by APAACO.

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Income tax provision (benefit)

Benefit from income taxes was less in the current fiscal year periods comparable to the same periods of fiscal year 2016 because there are losses that receive no tax benefit as a result of a valuation allowance being recorded for such losses and the exclusion of loss entities from our overall estimated annual effective rate calculation.

Net loss attributable to non-controlling interests

Net loss attributable to non-controlling interests increased by approximately $0.2 million, or 212%, for the three months ended September 30, 2017 as compared to the same period of fiscal year 2016, which resulted from the deconsolidation of LALC and Hendel from us in the fourth quarter of fiscal year 2017.

Net loss attributable to non-controlling interests increased by approximately $0.9 million, or 288%, for the six months ended September 30, 2017, as compared to the same period of fiscal year 2016, which resulted from the deconsolidation of LALC and Hendel from us in the fourth quarter of fiscal year 2017.

Liquidity and Capital Resources

The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business.

We have a history of operating losses. For the six months ended September 30, 2017 and 2016, we had a net loss of approximately $8.1 million and $2.4 million, respectively. We generated positive cash flow from operations of approximately $21.5 million for the six months ended September 30, 2017 and used cash in operating activities of approximately $4.4 million for the six months ended September 30, 2016. We do not expect to have positive cash flow from operations for the remainder of fiscal year 2018. Cash flows used in investing activities for the six months ended September 30, 2017 and 2016, were approximately $0.06 million and $0.2 million, respectively. Cash flows provided by financing activities for the six months ended September 30, 2017 was approximately $0.05 million, and Cash flows used by operation in 2016 was approximately $0.9 million.

As of September 30, 2017, we have a net working capital deficit of approximately $7.0 million and an accumulated deficit of approximately $45.1 million, net borrowings from notes and lines of credit totaling approximately $10.0 million and availability ty under lines of credit of approximately $0.1 million. The primary source of liquidity as of September 30, 2017 is cash and cash equivalents of approximately $30.2 million, which includes the capitation payments received from CMS, all or most of which will be used to pay the corresponding fee for service claims liability in future months.

These factors among others raise substantial doubt about our ability to continue as a going concern. Our long-term ability to continue as a going concern is dependent upon our ability to increase revenue, reduce costs, achieve a satisfactory level of profitable operations, and obtain additional sources of suitable and adequate financing.

Our ability to continue as a going concern is also dependent our ability to further develop our business. We may also have to reduce certain overhead costs through the reduction of salaries and other means, and settle liabilities through negotiation. There can be no assurance that management’s plan and attempts at any or all of these endeavors will be successful.

In addition, our ability to continue as a going concern depends, in significant part, on our ability to obtain the necessary financing to meet our obligations and pay our obligations arising from normal business operations as they come due. To date, we have funded our operations from a combination of internally generated cash flow and external sources, including the proceeds from the issuance of equity and/or debt securities. We expect to continue to fund our working capital requirements, capital expenditures and payments of principal and interest on outstanding indebtedness, with cash on hand, cash flows from operations, available borrowings under our lines of credit and, if available, additional financings of equity and/or debt by our current investors and/or others. Management does not believe that we have sufficient liquidity to meet our obligations for at least the next twelve months without some additional funds, such as funds available from raising capital. However, no assurance can be given that any such funds will be available at all or available on favorable terms.

We, therefore, are substantially dependent upon the consummation of the Merger to meet our liquidity requirements. See “The Proposed Merger and NMM Note” below. Until we can generate sufficient positive cash flow to fund operations, we will remain dependent on raising additional capital through debt and/or equity transactions. Without limiting our available options, future equity financings will most likely be through the sale of debt and/or equity securities. It is possible that we would also offer warrants, options and/or rights in conjunction with any future sales of our securities. Management believes that we will be able to raise additional working capital through the issuance of stock and/or debt. Currently, however, we do not have any commitments for the proposed Merger or additional capital, nor can we provide assurance that any financing will be available to us on favorable terms, or at all. If, after utilizing the existing sources of capital available to us, further capital needs are identified and we are not successful in obtaining financing, we may be forced to curtail our existing or planned future operations.

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For the six months ended September 30, 2017, cash provided by operating activities was approximately $21.5 million. This was the result of a change in working capital of $28.7 million due to increases in accounts receivable, medical liabilities and add-backs of non-cash items of $0.9 million, net, offset by a net loss of approximately $8.1 million. For the six months ended September 30, 2017, our non-cash expenses primarily included provision for depreciation and amortization expense, stock-based compensation expense, and amortization of debt issuance costs.

For the six months ended September 30, 2017, cash used in investing activities was approximately $0.06 million primarily related to purchases of fixed assets.

For the six months ended September 30, 2017, net cash provided by financing activities was $0.05 million, which relates to proceeds from the exercise of warrants net of principal payments on the BAHA line of credit.

The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that we cannot continue as a going concern.

In connection with its liquidity and capital resources, below is a high-level summary of the Company’s major financing activities as well as related agreements, including (i) NNA financing, (ii) NMM investments, (iii) the proposed Merger and NMM Note, and (iv) the Alliance Note and Merger Agreement Amendment No. 1, and (v) the Merger Agreement Amendment No. 2, Restated NMM Note and Amended Alliance Note. Our securities issued in connection in such financing activities have not been registered under the Securities Act of 1933, as amended.

NNA Financing

In March, 2014, concurrently with a credit agreement (the “Credit Agreement”), an investment agreement (the “Investment Agreement”) with, a convertible note and stock purchase warrants issued to, NNA of Nevada, Inc. (“NNA”), an affiliate of Fresenius SE & Co. KGaA (“Fresenius”), we entered into a registration rights agreement (the “Registration Rights Agreement”) with NNA, pursuant to which we are required to prepare and file a resale registration statement covering NNA’s registrable securities and will have to issue additional shares of Common Stock to NNA if we fail to comply with such requirement.  

In October, 2015, we repaid the outstanding term loan and revolving credit facility under the Credit Agreement. In November, 2015, we issued a total of 600,000 shares of Common Stock and paid accrued and unpaid interest of $47,112 to NNA in exchange for the convertible note and all of the stock purchase warrants issued to NNA. We and NNA also extended the deadline for filing the resale registration statement covering NNA’s registrable securities as required under the Registration Rights Agreement and amended the Investment Agreement to (i) delete NNA’s right to subscribe to purchase a pro rata share of certain new equity securities that may be issued by us in the future, and (ii) provide that NNA must hold at least 200,000 shares of Common Stock to have the right to have a representative nominated as a member of the Company’s Board of Directors (the “Board”) and each committee thereof and appoint a representative to attend all Board and committee meetings in a nonvoting observer capacity. NNA nominated Mark Fawcett as its representative on the Board, who was first elected as our director on January 12, 2016.

In April and July 2017, we and NNA amended the Registration Rights Agreement to extend the deadline for filing the resale registration statement for NNA to March 31, 2018 and the date by which we are required to use commercially reasonable best efforts to cause such registration statement to be declared effective to June 30, 2018 (or, if earlier, the 5th trading day after the date on which the Securities and Exchange Commission notifies us that such registration statement will not be “reviewed” or subject to further review), and remove prohibitions on the Company’s ability to file other registration statements.

NMM Investments

On October 14, 2015, we entered into a Securities Purchase Agreement with NMM, pursuant to which we sold 1,111,111 units (the “Series A Units”), each Series A Unit consisting of one share of our Series A Preferred Stock (the “Series A Preferred Stock”) and a stock purchase warrant (the “Series A Warrant”) to purchase one share of Common Stock at an exercise price of $9.00 per share, for which NMM paid us $10,000,000. We used the proceeds to repay certain outstanding indebtedness owed by us to NNA under the Credit Agreement. The Series A Units initially had a redemption feature. However, as part of the proposed Merger, NMM entered into a Consent and Waiver Agreement dated December 21, 2016, pursuant to which NMM has relinquished its right of redemption with respect to its shares of Series A Preferred Stock and Series A Warrants. On March 30, 2016, we entered into a Securities Purchase Agreement with NMM, pursuant to which we sold NMM 555,555 units (the “Series B Units”) each Series B Unit consisting of one share of our Series B Preferred Stock (the “Series B Preferred Stock”) and a stock purchase warrant (the “Series B Warrant”) to purchase one share of Common Stock at an exercise price of $10.00 per share, for which NMM paid us $4,999,995 which was be used for our working capital. See Note 6 to the accompanying condensed consolidated financial statements for additional information on Series A Preferred Stock, Series A Warrant, Series B Preferred Stock and Series B Warrant.

The Proposed Merger and NMM Note

On December 21, 2016, we entered into the Merger Agreement with NMM. Under the terms of the Merger Agreement, Apollo Acquisition Corp., a wholly-owned subsidiary of the Company (“Merger Subsidiary”), will merge with and into NMM, with NMM becoming one of our wholly-owned subsidiaries and NMM shareholders will own 82% of the total issued and outstanding shares of Common Stock at the closing of the Merger and our current stockholders will own the other 18% (the “Exchange Ratio”). The Merger is intended to qualify for federal income tax purposes as a tax-deferred reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986. Consummation of the Merger is subject to various closing conditions, including, among other things, approval by the stockholders of the Company and the shareholders of NMM. The Merger Agreement also provides that Thomas Lam, M.D., current Chief Executive Officer of NMM, and Warren Hosseinion, M.D., will be Co-Chief Executive Officers of the combined company upon closing of the Merger. Kenneth Sim, M.D., who currently serves as Chairman of NMM, will be Executive Chairman of the combined company. Gary Augusta, current Executive Chairman of the Company, will be President, Mihir Shah will continue as Chief Financial Officer, and Hing Ang, current Chief Financial Officer of NMM will be the Chief Operating Officer. Adrian Vazquez, M.D. and Albert Young, M.D. will be Co-Chief Medical Officers. The Board of Directors of the combined company will consist of nine directors, five appointees (including three independent directors) from NMM and four appointees (including two independent directors) from the Company. Thomas Lam, M.D., who is also one of our directors, and Kenneth Sim, M.D. entered into voting agreement (the “Voting Agreements”) with us. Under the Voting Agreements, Dr. Sim and Dr. Lam have agreed, among other things, to vote in favor of the approval and adoption of the Merger and the Merger Agreement.

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As required by the terms of the Merger Agreement, on January 3, 2017, NMM provided a working capital loan to us, which was evidenced by a promissory note in the principal amount of $5,000,000 (the “NMM Note”).

We currently anticipate the closing of the Merger to take place in the second half of calendar year 2017, which remains subject to conditions described in the Merger Agreement. However, if the Merger Agreement is terminated and the Merger is not consummated, we might have an immediate need to raise additional capital to fund our business and meet our expenses, including both transactional and operational expenses.

Alliance Note and Merger Agreement Amendment No. 1

On March 30, 2017, Alliance APEX, LLC (“Alliance”) loaned us $4,990,000, and for which we issued the Alliance Note bearing interest at a rate of 6% per annum. The Alliance Note is due and payable to Alliance on (i) December 31, 2017, or (ii) the date on which the Merger Agreement is terminated, whichever occurs first.

We have granted Alliance both “demand” and “piggyback” registration rights to register the shares of Common Stock issuable upon conversion of the Alliance Note, subject to a good faith, pro rata claw-back provision.

In connection with the Alliance Note, Alliance requested NMM to guaranty repayment of the Alliance Note if it is not converted into shares of Common Stock in accordance therewith. In connection with the issuance of such guaranty, we and NMM, together with other parties, entered into an Amendment to the Merger Agreement (the “Merger Agreement Amendment No. 1”). Pursuant to the Merger Agreement Amendment No. 1, certain shares of Common Stock, including shares issuable to Alliance upon conversion of the Alliance Note, are excluded from the “Parent Shares” (as defined in the Merger Agreement) for purposes of calculating the Exchange Ratio. Additionally, as consideration for excluding the shares issuable upon conversion of the Alliance Note from the Parent Shares and thus the calculation of Exchange Ratio and for NMM’s issuing the guaranty, we agreed to issue NMM shareholders warrants to purchase 850,000 shares of Common Stock at an exercise price of $11.00 per share, as part of the merger consideration, payable at the closing of the Merger.

Merger Agreement Amendment No. 2, Restated NMM Note and Amended Alliance Note

On October 17, 2017, we and NMM and ApolloMed entered into a second Amendment to the Merger Agreement (the “Merger Agreement Amendment No. 2”), which extended the “End Date” as defined in the Merger Agreement from August 31, 2017 to March 31, 2018, and increased NMM shareholders’ merger consideration payable at the closing of the Merger to include an aggregate of 2,566,666 shares of Common Stock and warrants to purchase an aggregate of 900,000 shares of Common Stock exercisable at $10.00 per share, in addition to such number of shares of Common Stock that represents 82% of the total issued and outstanding shares of Common Stock immediately following the consummation of the Merger and warrants to purchase 850,000 shares of Common Stock at an exercise price of $11 per share.

Pursuant to the Merger Agreement Amendment No. 2, NMM also agreed to provide an additional $4,000,000 working capital loan to us as evidenced by a promissory note in the principal amount of $9,000,000 (the “Restated NMM Note”), which is convertible into shares of Common Stock at a conversion price of $10.00 per share (subject to adjustment for stock splits, dividends, recapitalizations and the like) within 10 business days prior to maturity. The Restated NMM Note amended and restated the NMM Note issued by the Company to NMM on January 3, 2017 in the principal amount of $5,000,000. In addition, pursuant to its terms, the principal amount of the Restated NMM Note shall be increased to $13,990,000 if the Company fails to pay the Amended Alliance Note described below, and NMM will either pay all amounts owed under the Amended Alliance Note or enter into another agreement with Alliance (such that in either case the Amended Alliance Note is cancelled). See Note 7 “Debt - Restated NMM Note” to the accompanying condensed consolidated financial statements for additional information on the Restated NMM Note.

On October 16, 2017, we and Alliance amended the Alliance Note to extend the maturity date for the entire outstanding principal and all accrued and unpaid interest thereon to the earlier of (i) March 31, 2018 or (ii) the date on which the Merger Agreement is terminated, whichever occurs first (the “Alliance Maturity Date”). If the Merger has not been consummated by the Alliance Maturity Date, then the outstanding principal balance and interest will be due 45 days after the Alliance Maturity Date. On the business day following closing of the Merger on or before the Alliance Maturity Date, the principal amount of the amended Alliance Note, together with all accrued and unpaid interest thereon, will automatically be converted into shares of Common Stock, at a conversion price of $10.00 per share, subject to adjustment for stock splits, stock dividends, reclassifications and other similar recapitalization transactions The amended Alliance Note may not be prepaid, in whole or in part, by ApolloMed nor converted into shares of Common Stock voluntarily by Alliance. See Note 7 “Debt - Amended Alliance Note” to the accompanying condensed consolidated financial statements for additional information on the Amended Alliance Note.

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Regulatory Matters

We operate in a highly regulated industry and are subject to federal and statement governmental oversight. For example, as a risk-bearing organization (“RBO”), the Company and its affiliates, as applicable, are required to follow regulations of the California Department of Managed Health Care (“DMHC”). The Company must comply with a minimum working capital requirement, Tangible Net Equity (“TNE”) requirement, cash-to-claims ratio and claims payment requirements prescribed by the DMHC. TNE is defined as net assets less intangibles, less non-allowable assets (which include amounts due from affiliates), plus subordinated obligations. The DMHC determined that, as of February 28, 2016, MMG, an affiliated IPA, was not in compliance with the DMHC’s positive TNE requirement for a RBO. As a result, the DMHC required MMG to develop and implement a corrective action plan (“CAP”) for such deficiency. MMG’s CAP has been submitted and was approved by DMHC in December 2016. Through an intercompany revolving subordinate loan from AMM (see “Intercompany Loans” below), MMG achieved positive TNE in the third quarter of fiscal 2017 and has maintained positive TNE to date. The DMHC is reviewing the Company’s filings for MMG to be taken off the CAP. In addition, MMG arranged for City National Bank (“CNB”) to provide two irrevocable standby letters of credit (see Note 7 “Debt - Standby Letters of Credit and Lines of Credit” to the accompanying condensed consolidated financial statements for additional information). There is no assurance that the DMHC will agree for MMG to be taken off the CAP. Non-compliance with the TNE requirement or any other applicable regulatory requirement by us, including our applicable affiliates, could result in significant consequences, including suspension or termination of operations and thus adversely affect our business, prospects, revenues and earnings. In addition, changes in compliance requirements or in governmental policies could also impact our operations, revenues and earnings by, among other things, increasing resource spent in our compliance efforts and limiting the scope of our operations.

In addition, we are subject to federal and state securities laws. Non-compliance with such laws, such as our failing to file information statements for two corporate actions taken by our majority stockholders in written consents in 2012 and 2013, could cause federal or state agencies to take action against us, including imposing fines or penalties on us or restricting our ability to issue securities.

See Note 8 “Commitments and Contingencies - Regulatory Matters” to the accompanying condensed consolidated financial statements for additional information.

Lines of credit

BAHA has a line of credit of $150,000 with First Republic Bank. Borrowings under the line of credit bear interest at the prime rate (as defined) plus 3.0% (7.25% and 7.0% per annum at September 30, 2017 and March 31, 2017, respectively). We have an outstanding balance of $25,000 and $62,500 as of September 30, 2017 and March 31, 2017, respectively. The line of credit is unsecured.

Concentration of Payors

We have a few key payors that represent a significant portion of our accounts receivable.

Receivables from Government - Medicare/Medi-Cal amounted to approximately 24.3 % and 20.5% of total accounts receivable as of September 30, 2017 and March 31, 2017, respectively. Receivables from Allied Physicians amounted to 12.5% and 12.8% of accounts receivable as of September 30, 2017 and March 31, 2017, respectively. The Company anticipates that Medicare/Medi-Cal and Allied Physicians will continue to be significant payors.

Intercompany Loans

Each of AMH, ACC, MMG, AKM, SCHC and BAHA has entered into an intercompany loan agreement with AMM, under which AMM has provided a revolving loan commitment to each of the affiliated entities in an amount set forth in the loan agreement.

We had the following outstanding intercompany loans as of September 30, 2017 and March 31, 2017, respectively:

								Six Months Ended September 30, 2017
Entity	Facility		Expiration		Interest rate per Annum			Maximum Balance During Period		Ending Balance		Principal Paid During Period		Interest Paid During Period
AMH	$	10,000,000		9/30/2018		10	%	$	5,204,341	$	3,820,391	$	1,700,000	$	-
ACC		1,000,000		7/31/2018		10	%		1,287,843		1,287,843		-		-
MMG		3,000,000		2/1/2018		10	%		2,392,266		2,392,266		-		-
AKM		5,000,000		5/30/2019		10	%		-		-		-		-
SCHC		5,000,000		7/21/2019		10	%		3,169,014		3,169,014		-		-
BAHA		250,000		7/22/2021		10	%		2,081,096		2,081,096		-		-
	$	24,250,000						$	14,134,560	$	12,750,610	$	1,700,000	$	-

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								Year Ended March 31, 2017
Entity	Facility		Expiration		Interest rate per Annum			Maximum Balance During Period		Ending Balance		Principal Paid During Period		Interest Paid During Period
AMH	$	10,000,000		9/30/2018		10	%	$	4,904,147	$	4,904,147	$	-	$	-
ACC		1,000,000		7/31/2018		10	%		1,287,843		1,287,843		5,000		-
MMG		2,000,000		2/1/2018		10	%		1,918,724		1,255,111		725,107		-
AKM		5,000,000		5/30/2019		10	%		-		-		-		-
SCHC		5,000,000		7/21/2019		10	%		3,079,916		3,079,916		50,000		-
BAHA		250,000		7/22/2021		10	%		1,171,526		1,171,526		-
	$	23,250,000						$	12,362,156	$	11,698,543	$	780,107	$	-

On August 31, 2017, AMM and MMG entered into Amendment No. 1 to their Intercompany Revolving Loan Agreement dated November 22, 2016 to increase the revolving loan commitment by AMM under the loan agreement from $2,000,000 to $3,000,000, and Amendment No. 1 to their Subordination Agreement also dated November 22, 2016 to reflect the increased revolving loan commitment. See Note 8 “Commitments and Contingencies - Regulatory Matters” to the accompanying condensed consolidated financial statements.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires our management to make judgments, assumptions and estimates that affect the amounts of revenue, expenses, income, assets and liabilities, reported in our consolidated financial statements and accompanying notes. Actual results and the timing of recognition of such amounts could differ from those judgments, assumptions and estimates. In addition, judgments, assumptions and estimates routinely require adjustment based on changing circumstances and the receipt of new or better information. Understanding our accounting policies and the extent to which our management uses judgment, assumptions and estimates in applying these policies, therefore, is integral to understanding our financial statements. Critical accounting policies and estimates are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. We summarize our most significant accounting policies in relation to the accompanying condensed consolidated financial statements in Note 2 thereto. Please also refer to the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2017.

New Accounting Pronouncements

See Note 2 to the accompanying condensed consolidated financial statements for recently issued accounting pronouncements, including information on new accounting standards and the future adoption of such standards.

Off Balance Sheet Arrangements

As of September 30, 2017, we had no off-balance sheet arrangements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.  CONTROLS AND PROCEDURES

We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the evaluation date, our disclosure controls and procedures were effective at the reasonable assurance level.

Our disclosure controls and procedures are designed to ensure that the information relating to our company, including our consolidated subsidiaries, required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure.

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Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, and must reflect the facts that there are resource constraints and that the benefits of controls have to be considered relative to their costs. The inherent limitations in internal control over financial reporting include the realities that judgments can be faulty and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. In addition, over time, controls may become inadequate because of changes in circumstances, or the degree of compliance with the policies and procedures may deteriorate.

There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

In the ordinary course of our business, we from time to time become involved in pending and threatened legal actions and proceedings, most of which involve claims of medical malpractice related to medical services that are provided by our affiliated hospitalists. Many of the Company’s payer and provider contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of medical services, which may not come to light until a substantial period of time has passed following contract implementation. We may also become subject to other lawsuits which could involve significant claims and/or significant defense costs, but as of the date of this Quarterly Report on Form 10-Q we are not a party to any lawsuit or proceeding, which in the opinion of management is expected to individually or in the aggregate have a material adverse effect on us or our business. Nonetheless, the resolution of any claim or litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows or results of operations. Nonetheless, the resolution of any claim or litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows or results of operations. See Note 8 “Commitments and Contingencies - Legal Actions and Proceedings” to the accompanying condensed consolidated financial statements for additional comments.

ITEM 1A. RISK FACTORS

Our business, financial condition and operating results are affected by a number of factors, whether currently known or unknown, including risks specific to us or the healthcare industry as well as risks that affect businesses in general. In addition to the information and risk factors set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2017 filed with the SEC on June 29, 2017 and risk factors discussed in the Registration Statement Amendment No. 2 on Form S-4/A filed with the SEC by us and Network Medical Management, Inc. (“NMM”) on November 9, 2017 (available at www.sec.gov). The risks disclosed in such Annual Report, in such Registration Statement Amendment and in this Quarterly Report could materially adversely affect our business, financial condition, cash flows or results of operations and thus our stock price. While we believe there have been no material changes in our risk factors from those disclosed in the Annual Report or the Registration Statement Amendment, other than those discussed below, additional risks and uncertainties not currently known or we currently deem to be immaterial may also materially adversely affect our business, financial condition or results of operations.

The following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding other statements in this Quarterly Report. The following information should be read in conjunction with the condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report. Because of the following factors, as well as other factors affecting the Company’s financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

The Merger has not yet been consummated despite the filing of the associated Registration Statement on Form S-4 and Amendments thereof with the SEC. The failure to consummate the Merger could have a material adverse effect on ApolloMed’s business, including that ApolloMed may be unable to repay its debt, and any delay in completing the Merger may substantially reduce the benefits to ApolloMed.

Consummation of the Merger is subject to various closing conditions, including approval by both ApolloMed’s stockholders and the shareholders of NMM, many of which have not yet occurred. ApolloMed may need to waive one or more closing conditions in order to complete the Merger, including without limitation, (a) the approval of the proposed Merger by the affirmative vote of NMM shareholders (x) holding at least 95% of the outstanding shares of NMM’s common stock and (y) representing at least 95% in number of the NMM shareholders; (b) at the closing of the Merger, there are (i) no dissenting NMM shareholders (as defined in the Merger Agreement as amended) and (ii) no NMM shareholders who have exercised their dissenters’ rights under the California General Corporation Law and have not withdrawn such exercise or otherwise have become ineligible to effect such exercise; and (c) the delivery of a duly executed lock-up agreement by each NMM shareholder, other than dissenting shareholders, at or before the Closing.

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If for any reason the Merger is not consummated, upon the termination of the Merger Agreement, ApolloMed would have significant financial obligations to its creditors, including NMM. For example, ApolloMed has incurred debt under the Amended Alliance Note and the Restated NMM Note in the aggregate of almost $14,000,000. See Note 7 to the accompanying condensed consolidated financial statements for additional information. As such notes are unsecured and pari passu, ApolloMed may have insufficient funds to repay the two notes if both become due upon the termination of the Merger Agreement.

In addition, as ApolloMed anticipates that NMM will be an important future source of working capital for ApolloMed after the consummation of the Merger, if the Merger does not occur, ApolloMed would not benefit from such additional working capital. Furthermore, there are several areas of operations in which NMM and ApolloMed work together, including APAACO, which is owned 50% by NMM and 50% by ApolloMed, as well as management services agreements ApolloMed has with certain NMM affiliates. If for any reason the Merger is not consummated, ApolloMed cannot predict the effect this would have on areas where ApolloMed operates together with NMM and for which ApolloMed is dependent upon significant revenue.

If the Merger is not completed within the expected time frame, such delay could result in additional transaction costs or other adverse effects associated with uncertainty about the Merger. As a result, the ongoing businesses of ApolloMed could be adversely affected, including being subject to the following risks:

· certain costs related to the Merger, such as legal and accounting fees, must be paid even if the Merger is not completed;

· if the Merger Agreement is terminated under certain circumstances, either party may be required to pay the other party a termination fee of  $1.5 million, as applicable;

· the attention of management of ApolloMed may have been diverted to the Merger rather than to ApolloMed’s own operations and the pursuit of other opportunities that could have been beneficial;

· the potential loss of key personnel during the pendency of the Merger as employees may experience uncertainty about their future roles with the combined company;

· reputational harm due to the adverse perception of any failure to successfully complete the Merger;

· the price of ApolloMed stock may decline;

· ApolloMed will have been subject to certain restrictions on the conduct of its business which may have prevented it from making certain acquisitions or dispositions or pursuing certain business opportunities while the Merger was pending; and

· ApolloMed may be subject to litigation related to the Merger or any failure to complete the Merger.

Furthermore, if the Merger Agreement is terminated, ApolloMed is likely to have an immediate financial need to raise additional capital to fund ApolloMed’s business and meet ApolloMed’s expenses, including both transactional and operational expenses.

ApolloMed and its board of directors may be subject to liability for failure to fully comply with federal and state securities laws.

ApolloMed is subject to federal and state securities laws. Any failure to comply with such laws, such as ApolloMed’s failing to file information statements for two corporate actions taken by its majority stockholders in written consents in 2012 and 2013, could cause federal or state agencies to take action against ApolloMed, which could restrict its ability to issue securities and result in fines or penalties. Any claims brought by such an agency could also cause ApolloMed to expend resources to defend itself, would divert the attention of its management from ApolloMed’s core business and could significantly harm ApolloMed’s business, operating results and financial condition, even if the claims are resolved in ApolloMed’s favor. Further, at ApolloMed’s 2016 annual meeting, its stockholders voted on the frequency of their future votes on its executive compensation. ApolloMed inadvertently failed to file, within 150 days after the meeting, a Form 8-K amendment to disclose its decision as to how frequently it will hold such a vote, resulting in ApolloMed’s failing to file all reports required to be filed by Section 13 or 15(d) of the Exchange Act for at least 12 months before filing certain subsequent periodic and other reports. While ApolloMed filed the Form 8-K amendment on November 3, 2017, such failure may adversely affect the effectiveness of ApolloMed’s registration statement on Form S-8 filed in May 2016 and ApolloMed may need to refile such registration statement. This failure also hinders ApolloMed’s ability to issue securities in certain transactions and raise additional capital, including being unable to use Form S-3 for a substantial period of time. ApolloMed may also be subject to certain other restrictions or fines or penalties. 

In addition, a plaintiffs’ securities law firm has announced that it is investigating ApolloMed and its board of directors for potential federal law violations and breaches of fiduciary duties in connection the Merger. This investigation purportedly focuses on whether ApolloMed and its board of directors violated federal securities laws or breached their fiduciary duties to ApolloMed’s stockholders by failing to properly value the Merger and failing to disclose all material information in connection with the Merger. While we believe that our board of directors and management have faithfully upheld their fiduciary duties in negotiating and executing the Merger for the combined interest of all of ApolloMed’s stockholders, we cannot preclude the possibility that this investigation and any lawsuit brought relating to any alleged federal law violations and/or breaches of fiduciary duty in connection with the Merger could result in a delay of the Merger, as well as the potentially significant expenditures of time and resources to defend any such lawsuit. As a result, our management and board of directors may have less time to devote to our business, the consummation of the Merger and the successful integration of the business of ApolloMed and NMM.

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APAACO’s future participation in the AIPBP Payment Mechanism is uncertain and payments thereunder represent a significant part of ApolloMed’s total revenues. ApolloMed also cannot accurately predict and monitor its performance under the AIPBP payment mechanism.

APAACO chose to participate in the All-Inclusive Population-Based Payment (“AIPBP”) payment mechanism. Under the AIPBP payment mechanism, CMS estimates the total annual Part A and Part B Medicare expenditures of APAACO’s assigned Medicare beneficiaries and pays that projected amount in per beneficiary per month payments. In October 2017, CMS notified APAACO that it has not been renewed for participation in the AIPBP payment mechanism of the NGACO Model for performance year 2018 due to certain alleged deficiencies in performance by APAACO. APAACO does not believe the allegations by CMS of performance deficiencies are valid or justify the CMS non-renewal determination and is in discussions with CMS regarding possible reversal of such determination. On November 9, 2017, APAACO submitted a request for reconsideration to CMS. If APAACO is not successful in convincing CMS to reverse its decision then the payment mechanism under the NGACO Model would default to traditional Fee For Service (“FFS”). This would result in the loss in monthly revenues and cash flow currently being generated by APAACO, currently at a rate of approximately $9.3 million per month, and would thus have a material adverse effect on ApolloMed’s future revenues and potential cash flow.

In addition, APAACO chose “Risk Arrangement A,” comprising 80% risk for Part A and Part B Medicare expenditures and a shared savings and losses cap of 5%, or as a result a 4% effective shared savings and losses cap when factoring in 80% risk impact. APAACO’s benchmark Medicare Part A and Part B expenditures for beneficiaries for its 2017 performance year are approximately $335 million, and under “Risk Arrangement A” of the AIPBP payment mechanism APAACO could therefore have profits or be liable for losses of up to 4% of such benchmarked expenditures, or approximately $13.4 million. While performance can be monitored throughout the year, end results will not be known until 2018. ApolloMed cannot accurately predict and monitor performance under the AIPBP payment mechanism for 2017 because, among other factors, end results are released annually rather than on a more frequent basis.

Actual ApolloMed results are significantly different from those contained in the cash flow and other projections prepared in late 2016 by ApolloMed management and used by BofA Merrill Lynch in its financial analyses in connection with the Merger.

ApolloMed management prepared certain financial projections, which were based on management's projection of ApolloMed’s future financial performance as of the date provided in late 2016. These projections were not prepared with a view toward public disclosure or compliance with published guidelines of the SEC regarding forward-looking information. More importantly, the cash flow and other financial projections were based on a number of assumptions and predictions that have not turned out to be accurate, and with the passage of time, ApolloMed’s actual results differ materially from those forecasts in the cash flow and other financial projections and, given intervening events, such as CMS’s nonrenewal of APAACO’s participation in the AIPBP payment mechanism of the NGACO Model, results will likely continue to differ materially from these projections and thus, are no longer valid. ApolloMed directed Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”) to use such projections, including cash flow projections, in its financial analysis in connection with the Merger. These cash flow projections would no longer be reliable or merit much weight in the context of a discounted cash flow analysis.

No assurance can be given that ApolloMed’s NASDAQ application will be approved at or following the closing of the Merger. There has been a limited trading market for ApolloMed’s common stock (“Common Stock”) to date and it may continue to be the case even if the Merger is consummated and ApolloMed’s listing on the NASDAQ Global Market is approved.

There has been limited trading volume in Common Stock, which is currently quoted on OTC Pink and traded under the symbol “AMEH.” Although ApolloMed has applied for listing of Common Stock on the NASDAQ Global Market effective as of the closing of the Merger, no assurance can be given that ApolloMed can meet the listing requirements for the NASDAQ Global Market, including at the closing of the Merger, or that ApolloMed’s application will ever be approved. If ApolloMed’s application to list Common Stock on the NASDAQ Global Market effective as of the closing of the Merger is not approved, shares of Common Stock to be issued to NMM shareholders in connection with the Merger will need to be qualified under, or otherwise be issued in compliance with, applicable state securities or “blue sky” laws. This compliance effort could add substantial costs and may not be successful, and as a result, ApolloMed may face significant adverse regulatory actions, including fines and penalties.

It is anticipated that there will continue to be a limited trading market for Common Stock even if ApolloMed’s listing application is approved. A lack of an active market may impair the ability of ApolloMed’s stockholders to sell shares at the time they wish to sell or at a price that they consider favorable. The lack of an active market may also reduce the fair market value of Common Stock, impair ApolloMed’s ability to raise capital by selling shares of capital stock and may impair ApolloMed’s ability to Common Stock as consideration to attract and retain talent or engage in business transactions (including mergers and acquisitions).

The requirements of remaining a public company, including following the closing of Merger, and the new requirements under the NASDAQ listing rules that ApolloMed may become subject to if it successfully uplists to NASDAQ may strain ApolloMed’s resources and distract ApolloMed’s management, which could make it difficult to manage its business.

As a public company, ApolloMed, including following the closing of Merger, is required to comply with various regulatory and reporting requirements, including those required by the SEC. If ApolloMed uplists to NASDAQ, ApolloMed will become subject to NASDAQ listing rules. Complying with these requirements are time-consuming and expensive, creating pressure on ApolloMed’s financial resources and, accordingly, ApolloMed’s results of operations and financial condition.

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ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

The following exhibits are either incorporated by reference into this Report or filed or furnished with this report, as indicated below.

Exhibit No.	Description
3.1*	Restated Certificate of Incorporation (filed as an exhibit to a Current Report on Form 8-K on January 21, 2015).
3.2*	Certificate of Amendment to Restated Certificate of Incorporation (filed as an exhibit to a Current Report on Form 8-K on April 27, 2015).
3.3*	Certificate of Designation of Series A Convertible Preferred Stock (filed as an exhibit to a Current Report on Form 8-K on October 19, 2015).
3.4*	Amended and Restated Certificate of Designation (filed as an exhibit to a Current Report on Form 8-K on April 4, 2016).
3.5*	Restated Bylaws (filed as an exhibit to a Quarterly Report on Form 10-Q on November 16, 2015).
4.1*	Form of Investor Warrant, dated as of October 29, 2012, for the purchase of common stock, issued by Apollo Medical Holdings, Inc. in connection with its 10% Senior Subordinated Callable Convertible Notes (filed as an exhibit to a Quarterly Report on Form 10-Q on December 17, 2012).
4.2*	Form of Investor Warrant, undated, for the purchase of common stock, issued by Apollo Medical Holdings, Inc. in connection with its 9% Senior Subordinated Convertible Notes (filed as an exhibit to an Annual Report on Form 10-K on May 1, 2013).
4.3**	Stock Purchase Warrant dated as of July 21, 2014, issued by Apollo Medical Holdings, Inc. to Stanley Lau, M.D., to purchase up to 80,000 shares of common stock (on a post stock-split basis).
4.4**	Stock Purchase Warrant dated as of July 21, 2014, issued by Apollo Medical Holdings, Inc. to Yih Jen Kok, M.D., to purchase up to 20,000 shares of common stock (on a post stock-split basis).
4.5**	Warrant to Purchase Common Stock dated as of February 20, 2015, issued by Apollo Medical Holdings, Inc. to RedChip Companies, Inc., to purchase up to 10,000 shares of common stock (on a post stock-split basis).
4.6*	Common Stock Purchase Warrant dated as of October 14, 2015, issued by Apollo Medical Holdings, Inc. to Network Medical Management, Inc., to purchase up to 1,111,111 shares of common stock (filed as an exhibit to a Current Report on Form 8-K on October 19, 2015).
4.7*	Common Stock Purchase Warrant dated as of March 30, 2016, issued by Apollo Medical Holdings, Inc. to Network Medical Management, Inc., to purchase up to 555,555 shares of common stock (filed as an exhibit to a Current Report on Form 8-K on April 4, 2016).

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4.8*	Common Stock Purchase Warrant dated as of November 4, 2016, issued by Apollo Medical Holdings, Inc. to Scott Enderby D.O., to purchase up to 24,000 shares of common stock (filed as an exhibit to a Current Report on Form 8-K on November 10, 2016).
4.9*	Common Stock Purchase Warrant dated as of November 17, 2016, issued by Apollo Medical Holdings, Inc. to Liviu Chindris, M.D., to purchase up to 5,000 shares of common stock (filed as an exhibit to a Quarterly Report on Form 10-Q on February 14, 2017).
4.10*	Form of Warrant to be Issued as Merger Consideration (as Annex C to the joint proxy statement/prospectus that is a part of the Registration Statement Amendment No. 2 on Form S-4/A filed on November 9, 2017).
10.1*	Fifth Amendment to Registration Rights Agreement between Apollo Medical Holdings, Inc. and NNA of Nevada, Inc., dated as of July 26, 2017 (filed as an exhibit to a Current Report on Form 8-K on July 28, 2017).
10.2*	Amendment No. 1 to Intercompany Revolving Loan Agreement between Apollo Medical Management, Inc. and Maverick Medical Group, dated as of August 31, 2017 (filed as an exhibit to a Current Report on Form 8-K on September 6, 2017).
10.3*	Amendment No. 1 to Subordination Agreement between Apollo Medical Management, Inc. and Maverick Medical Group, Inc., dated as of August 31, 2017 (filed as an exhibit to a Current Report on Form 8-K on September 6, 2017).
31.1**	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
31.2**	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
32***	Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document
*	Incorporated by reference to the respective exhibit of this Report.
**	Filed herewith.
***	Furnished herewith

43 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	APOLLO MEDICAL HOLDINGS, INC.
Dated: November 14, 2017	By:	/s/ Mihir Shah
		Mihir Shah
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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EX-4.3

EXHIBIT 4.3

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE LAW IS AVAILABLE.

APOLLO MEDICAL HOLDINGS, INC.

STOCK PURCHASE WARRANT

To Purchase Eight Hundred Thousand Shares of Common Stock
(800,000 shares)

No. 2014-1 Issue Date: July 21, 2014

THIS CERTIFIES that, for value received, Stanley Lau, M.D. (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date hereof, to subscribe for and purchase, from APOLLO MEDICAL HOLDINGS, INC., a Delaware corporation (the “Company”), the number of fully paid non-assessable shares of the Company’s common stock, $0.001 par value (“Common Stock”) specified above (the “Warrant Shares”) at a purchase price of $1.00 per share (the “Exercise Price”), provided that such right will terminate, if not terminated earlier in accordance with the provisions hereof, at 5:00 p.m. (California time) on July 21, 2018 (the “Expiration Date”).

The Exercise Price and the number of Warrant Shares for which this warrant (the “Warrant”) is exercisable are subject to adjustment as provided in Section 11.

This Warrant is being issued pursuant to that certain Stock Purchase Agreement, dated as of July 21, 2014 (the “Stock Purchase Agreement”), by and between SCHC Acquisition, A Medical Corporation (the “Purchaser”), Southern California Heart Centers, a Medical Corporation (“SCHC”), and the owners of all of the issued and outstanding capital stock in SCHC (the “Sellers”), pursuant to which the Purchaser is acquiring SCHC by purchasing the shares of capital stock in SCHC held by the Sellers. The Holder is a Seller under the Stock Purchase Agreement, and the issuance of this Warrant by the Company to the Holder is part of the purchase price payable under the Stock Purchase Agreement for the Purchaser’s acquisition of the Holder’s shares of capital stock in SCHC. The Purchaser is an Affiliate of the Company, and a disinterested majority of the Board of Directors of the Company has authorized the acquisition of SCHC and the issuance of this Warrant and has determined that SCHC is an operating company in a business synergistic with the business of the Company (and not an entity whose primary business is investing in securities) and will provide to the Company additional benefits in addition to the investment of funds, and that the Company is not issuing this Warrant primarily for the purpose of raising capital.

1.            Number of Shares Issuable upon Exercise.

Unless sooner terminated in accordance herewith, from and after July 21, 2017 through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this Warrant in whole or in part, up to the number of Warrant Shares specified above, subject to adjustment pursuant hereto, by delivery of an original or fax copy of the exercise notice attached hereto as Exhibit A (the “Notice of Exercise”) along with payment to the Company of the Exercise Price.

2.            Exercise of Warrant.

(a)          The purchase rights represented by this Warrant are exercisable by the registered Holder hereof, in whole at any time or in part from time to time by delivery of the Notice of Exercise duly completed and executed at the office of the Company in California (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company), and upon payment of the Exercise Price of the Warrant Shares thereby purchased (cash, bank wire transfer, or by certified or official bank check payable to the order of the Company in an amount equal to the Exercise Price of the Warrant Shares thereby purchased), in each case prior to the Expiration Date. If this Warrant is exercised in part, the Company will issue to the Holder hereof a new Warrant upon the same terms as this Warrant but for the balance of Warrant Shares for which this Warrant remains exercisable. The Company agrees that upon exercise of this Warrant the Holder shall be deemed to be the record owner of the Warrant Shares issued upon exercise as of the close of business on the date on which this Warrant shall have been exercised as aforesaid. This Warrant will be surrendered at the time of exercise or, if lost, stolen, misplaced or destroyed, the Holder will comply with Section 7. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder hereof within a reasonable time after the date on which this Warrant shall have been exercised as aforesaid.

(b)          The Company covenants that all Warrant Shares which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant, be fully paid and non-assessable and free from all taxes, liens and charges in respect of the issuance thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue which shall be paid by the Company in accordance with Section 4 below).

3.            No Fractional Shares.

The Company shall not be required to issue fractional Warrant Shares upon the exercise of this Warrant or to deliver certificates that evidence fractional Warrant Shares. In the event that a fraction of a Warrant Share would, except for the provisions of this Section 3, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the Per Share Market Value of the Warrant Share.

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As used herein, “Per Share Market Value” means on any particular date (a) the closing bid price per share of Common Stock on such date on the national securities exchange on which the shares of Common Stock are then listed or quoted, or if there is no such price on such date, then the average of the closing bid and asked prices on the national securities exchange on the date nearest preceding such date, (b) if the shares of Common Stock are not then listed or quoted on a national securities exchange, the average of the closing bid and asked prices for a share of Common Stock in the over-the-counter market, as reported by OTC Market Group, or an equivalent generally accepted reporting service, at the close of business on such date, or (c) if the shares of Common Stock are not then publicly traded, the fair market value of a share of Common Stock as determined in good faith by the Company’s Board of Directors.

4.            Charges, Taxes and Expenses.

Issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge to the Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder of this Warrant, or in such name or names as may be directed by the Holder of this Warrant; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder of this Warrant, this Warrant, when exercised, shall be accompanied by the Assignment Form attached hereto as Exhibit B (the “Assignment Form”) duly executed by the Holder hereof; and provided further, that upon any transfer involved in the issuance or delivery of any certificates for Warrant Shares, the Company may require, as a condition thereto, that the transferee execute an appropriate investment representation as may be reasonably required by the Company.

5.            No Rights as Stockholder.

This Warrant does not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof.

6.            Exchange and Registry of Warrant.

This Warrant is exchangeable, upon the surrender hereof by the registered Holder at the above-mentioned office or agency of the Company, for a new Warrant or Warrants aggregating the total Warrant Shares of the surrendered Warrant of like tenor and dated as of such exchange. The Company shall maintain at the above-mentioned office or agency a registry showing the name and address of the registered Holder of this Warrant. This Warrant may be surrendered for exchange, transfer or exercise, in accordance with its terms, at such office or agency of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

7.            Loss, Theft, Destruction or Mutilation of Warrant.

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor (but with no additional rights or obligations) and dated as of such cancellation, in lieu of this Warrant.

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8.            Saturdays, Sundays, Holidays, etc.

If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

9.            Cash Distributions.

No adjustment on account of cash dividends or interest on the Common Stock will be made to the Exercise Price under this Warrant.

10.          Consolidation, Merger or Sale of the Company.

If the Company is a party to a consolidation, merger or transfer of assets that reclassifies or changes its outstanding Common Stock, the successor corporation (or corporation controlling the successor corporation or the Company, as the case may be) shall by operation of law assume the Company’s obligations under this Warrant. Upon consummation of such transaction the Warrant shall automatically become exercisable for the kind and amount of securities, cash or other assets that the holder of a Warrant would have owned immediately after the consolidation, merger or transfer if the holder had exercised the Warrant immediately before the effective date of such transaction. As a condition to the consummation of such transaction, the Company shall arrange for the person or entity obligated to issue securities or deliver cash or other assets upon exercise of the Warrant to, concurrently with the consummation of such transaction, assume the Company’s obligations hereunder by executing an instrument so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section 10.

11.          Adjustments in Warrant Shares and Exercise Price.

The number of shares and class of capital stock purchasable under this Warrant and the Exercise Price are subject to adjustment from time to time as set forth in this Section 11.

(a)           Adjustment for change in capital stock. If the Company:

(i)          pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock;

(ii)         subdivides its outstanding shares of Common Stock into a greater number of shares;

(iii)        combines its outstanding shares of Common Stock into a smaller number of shares;

4

(iv)        makes a distribution on its Common Stock in shares of its capital stock other than Common Stock; or

(v)         issues by reclassification of its shares of Common Stock any shares of its capital stock;

then the number and classes of shares purchasable upon exercise of this Warrant in effect immediately prior to such action shall be adjusted so that the Holder may receive the number and classes of shares of capital stock of the Company which the Holder would have owned immediately following such action if the Holder had exercised this Warrant immediately prior to such action. The Exercise Price shall be appropriately adjusted to reflect such adjustments to the number of shares.

For a dividend or distribution the adjustment shall become effective immediately after the record date for the dividend or distribution. For a subdivision, combination or reclassification, the adjustment shall become effective immediately after the effective date of the subdivision, combination or reclassification.

If after an adjustment the Holder, upon exercise of the Warrant, may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company shall in good faith determine the allocation of the adjusted Exercise Price between or among the classes of capital stock. After such allocation, that portion of the Exercise Price applicable to each share of each such class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Warrant. Notwithstanding the allocation of the Exercise Price between or among shares of capital stock as provided by this Section 11(a), the Warrant may only be exercised in full by payment of the entire Exercise Price currently in effect.

(b)           The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 11 and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights of the Holders of this Warrant against impairment.

12.          Certificate as to Adjustments.

In each case of any adjustment or readjustment in the shares issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares issued or sold or deemed to have been issued or sold, (b) the number of shares outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 15 hereof).

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13.          Reservation of Stock Issuable on Exercise of Warrant.

The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrant, shares of Common Stock from time to time issuable on the exercise of this Warrant.

14.          Assignment; Exchange of Warrant.

Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered Holder hereof (a “Transferor”) with respect to any or all of the shares underlying this Warrant. On the surrender for exchange of this Warrant, with the Transferor’s duly executed Assignment Form and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel in form and substance satisfactory to the Company that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense (but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Assignment Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of Warrant Shares called for on the face or faces of the Warrant so surrendered by the Transferor; and provided further, that upon any such transfer, the Company may require, as a condition thereto, that the Transferee execute an appropriate investment representation as may be reasonably required by the Company.

15.          Warrant Agent.

The Company may, by written notice to the Holder, appoint an agent for the purpose of issuing Common Stock on the exercise of this Warrant pursuant to Section 2, exchanging this Warrant pursuant to Section 14, and replacing this Warrant pursuant to Section 7, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such agent.

16.          Notices, etc.

All notices shall be in writing signed by the party giving such notice, and delivered personally or sent by overnight courier or messenger or sent by registered or certified mail (air mail if overseas), return receipt requested, or by telex, facsimile transmission, telegram or similar means of communication. Notices shall be deemed to have been received on the date of personal, telex, facsimile transmission, telegram or similar means of communication, or if sent by overnight courier or messenger, shall be deemed to have been received on the next delivery day after deposit with the courier or messenger, or if sent by certified or registered mail, return receipt requested, shall be deemed to have been received on the third business day after the date of mailing. Notices shall be sent to the addresses set forth below each party’s signature on the Subscription Agreement.

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17.          Notices of Record Date.

In case,

(a)          The Company takes a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase any shares of stock of any class or to receive a dividend, distribution or any other rights; or

(b)          There is any capital reorganization of the Company, reclassification of the capital stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or consolidation or merger of the Company with or into another corporation which does not constitute a sale of the Company; or

(c)          There is a voluntary or involuntary dissolution, liquidation or winding up of the Company;

then, and in any such case, the Company shall cause to be mailed to the Holder, at least 5 business days prior to the date hereinafter specified, a notice stating the date on which (i) a record is to be taken for the purpose of such dividend, distribution or rights, or (ii) such reclassification, reorganization, consolidation, merger, dissolution, liquidation or winding up is to take place and the date, if any is to be fixed, as of which holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, dissolution, liquidation or winding up.

18.          Amendments and Supplements.

The Company may from time to time supplement or amend this Warrant without the approval of the Holder in order to cure any ambiguity or to be correct or supplement any provision contained herein which may be defective or inconsistent with any other provision, or to make any other provisions in regard to matters or questions herein arising hereunder which the Company may deem necessary or desirable and which shall not materially adversely affect the interest of the Holder. All other supplements or amendments to this Warrant must be signed by the party against whom such supplement or amendment is to be enforced.

19.          Representations and Warranties of Holder.

The Holder represents and warrants to the Company that each of the following is true and correct as of the date of this Warrant:

(a)          The Holder is an “accredited investor” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). The Holder is aware of the Company’s business affairs and financial condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire this Warrant and the Warrant Shares, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Holder’s prospective investment in this Warrant and the Warrant Shares. The Holder is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities presenting investment decisions like that involved in the Holder’s contemplated investment in this Warrant and the Warrant Shares. The Holder is relying on his own research and business judgment, and not acting on the basis of any representations or other information given by or on behalf of the Company.

7

(b)          The Holder is acquiring this Warrant and the Warrant Shares for investment for the Holder’s own account only and not with a view to, or for resale in connection with, any “distribution” of this Warrant or the Warrant Shares within the meaning of the Securities Act.

(c)          The Holder understands that this Warrant and the Warrant Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein.

(d)          The Holder understands that this Warrant and the Warrant Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Holder must hold this Warrant and the Warrant Shares indefinitely unless this Warrant or the Warrant Shares are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Holder acknowledges that the Company has no obligation and does not intend to register or qualify this Warrant or the Warrant Shares for resale either under the Securities Act or any state securities laws. The Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period of this Warrant and the Warrant Shares, and requirements relating to the Company which are outside of the Holder’s control, and which the Company is under no obligation and may not be able to satisfy.

20.          Certificates to Bear Legend.

The Warrant Shares issuable upon exercise thereof shall bear the following legend by which Holder shall be bound:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.”

Certificates for Warrant Shares without such legend shall be issued if such Warrant Shares are sold pursuant to an effective registration statement under the Securities Act, or if the Company has received an opinion from counsel reasonably satisfactory to counsel for the Company, that such legend is no longer required under the Securities Act.

8

21.          Miscellaneous.

(a)          This Warrant shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. The parties submit to the jurisdiction of the Courts of the County of Los Angeles, State of California or a Federal Court empanelled in the State of California for the resolution of all legal disputes arising under the terms of this Warrant, including, but not limited to, enforcement of any arbitration award. The Company and the Holder agree to submit to the jurisdiction of such courts and waive trial by jury.

(b)          If any action or proceeding is brought by the Company on the one hand or by the Holder on the other hand to enforce or continue any provision of this Warrant, the prevailing party’s costs and expenses, including its reasonable attorney’s fees, in connection with such action or proceeding shall be paid by the other party.

(c)          In the event that any provision of this Warrant is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision, which may prove invalid or unenforceable under any law, shall not affect the validity or enforceability of any other provision of this Warrant.

(d)          The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.

9

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officers thereunto duly authorized as of the date first written above.

APOLLO MEDICAL HOLDINGS, INC.,
a Delaware corporation
By:	/s/ Warren Hosseinion
	Warren Hosseinion, M.D.
	Chief Executive Officer

ACKNOWLEDGED AND AGREED

BY THE HOLDER (including the

representations and warranties set forth in

Section 19):

/s/ Stanley Lau

Name: Stanley Lau, M.D.

[Signature Page to Stock Purchase Warrant for Dr. Lau]

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EXHIBIT A

TO

WARRANT

NOTICE OF EXERCISE

To Be Executed by the Holder

in Order to Exercise the Warrant

The undersigned Holder hereby elects to purchase                      shares of Common Stock (the “Shares”) pursuant to the attached Warrant, and requests that certificates for securities be issued in the name of:

	(Please type or print name and address)
	(Social Security or Tax Identification Number)
and delivered
to:
		.
	(Please type or print name and address if different from above)

If such number of Shares being purchased hereby shall not be all the Warrant Shares that may be purchased pursuant to the attached Warrant, a new Warrant for the balance of such Warrant Shares shall be registered in the name of, and delivered to, the Holder at the address set forth below.

In full payment of the purchase price with respect to the Shares purchased and transfer taxes, if any, the undersigned hereby tenders payment of $                    by check, money order or wire transfer payable in United States currency to the order of Apollo Medical Holdings, Inc.

	HOLDER:
Dated:	By:
		Name:
		Title:
	Address:

11

EXHIBIT B

TO

WARRANT

FORM OF ASSIGNMENT

(To be signed only on transfer of Warrant)

For value received, the undersigned hereby sells, assigns, and transfers unto                          the right represented by the within Warrant to purchase                    shares of Common Stock of Apollo Medical Holdings, Inc., a Delaware corporation, to which the within Warrant relates, and appoints                                     Attorney to transfer such right on the books of Apollo Medical Holdings, Inc., a Delaware corporation, with full power of substitution of premises.

Dated:	By:
		Name:
		Title:
		(signature must conform to name of the Holder as specified on the fact of the Warrant)
		Address:

Signed in the presence of:

Dated:

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EX-4.4

EXHIBIT 4.4

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE LAW IS AVAILABLE.

APOLLO MEDICAL HOLDINGS, INC.

STOCK PURCHASE WARRANT

To Purchase Two Hundred Thousand Shares of Common Stock
(200,000 shares)

No. 2014-2 Issue Date: July 21, 2014

THIS CERTIFIES that, for value received, Yih Jen Kok, M.D. (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date hereof, to subscribe for and purchase, from APOLLO MEDICAL HOLDINGS, INC., a Delaware corporation (the “Company”), the number of fully paid non-assessable shares of the Company’s common stock, $0.001 par value (“Common Stock”) specified above (the “Warrant Shares”) at a purchase price of $1.00 per share (the “Exercise Price”), provided that such right will terminate, if not terminated earlier in accordance with the provisions hereof, at 5:00 p.m. (California time) on July 21, 2018 (the “Expiration Date”).

The Exercise Price and the number of Warrant Shares for which this warrant (the “Warrant”) is exercisable are subject to adjustment as provided in Section 11.

This Warrant is being issued pursuant to that certain Stock Purchase Agreement, dated as of July 21, 2014 (the “Stock Purchase Agreement”), by and between SCHC Acquisition, A Medical Corporation (the “Purchaser”), Southern California Heart Centers, a Medical Corporation (“SCHC”), and the owners of all of the issued and outstanding capital stock in SCHC (the “Sellers”), pursuant to which the Purchaser is acquiring SCHC by purchasing the shares of capital stock in SCHC held by the Sellers. The Holder is a Seller under the Stock Purchase Agreement, and the issuance of this Warrant by the Company to the Holder is part of the purchase price payable under the Stock Purchase Agreement for the Purchaser’s acquisition of the Holder’s shares of capital stock in SCHC. The Purchaser is an Affiliate of the Company, and a disinterested majority of the Board of Directors of the Company has authorized the acquisition of SCHC and the issuance of this Warrant and has determined that SCHC is an operating company in a business synergistic with the business of the Company (and not an entity whose primary business is investing in securities) and will provide to the Company additional benefits in addition to the investment of funds, and that the Company is not issuing this Warrant primarily for the purpose of raising capital.

1.            Number of Shares Issuable upon Exercise.

Unless sooner terminated in accordance herewith, from and after July 21, 2017 through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this Warrant in whole or in part, up to the number of Warrant Shares specified above, subject to adjustment pursuant hereto, by delivery of an original or fax copy of the exercise notice attached hereto as Exhibit A (the “Notice of Exercise”) along with payment to the Company of the Exercise Price.

2.            Exercise of Warrant.

(a)          The purchase rights represented by this Warrant are exercisable by the registered Holder hereof, in whole at any time or in part from time to time by delivery of the Notice of Exercise duly completed and executed at the office of the Company in California (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company), and upon payment of the Exercise Price of the Warrant Shares thereby purchased (cash, bank wire transfer, or by certified or official bank check payable to the order of the Company in an amount equal to the Exercise Price of the Warrant Shares thereby purchased), in each case prior to the Expiration Date. If this Warrant is exercised in part, the Company will issue to the Holder hereof a new Warrant upon the same terms as this Warrant but for the balance of Warrant Shares for which this Warrant remains exercisable. The Company agrees that upon exercise of this Warrant the Holder shall be deemed to be the record owner of the Warrant Shares issued upon exercise as of the close of business on the date on which this Warrant shall have been exercised as aforesaid. This Warrant will be surrendered at the time of exercise or, if lost, stolen, misplaced or destroyed, the Holder will comply with Section 7. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder hereof within a reasonable time after the date on which this Warrant shall have been exercised as aforesaid.

(b)          The Company covenants that all Warrant Shares which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant, be fully paid and non-assessable and free from all taxes, liens and charges in respect of the issuance thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue which shall be paid by the Company in accordance with Section 4 below).

3.            No Fractional Shares.

The Company shall not be required to issue fractional Warrant Shares upon the exercise of this Warrant or to deliver certificates that evidence fractional Warrant Shares. In the event that a fraction of a Warrant Share would, except for the provisions of this Section 3, be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the Per Share Market Value of the Warrant Share.

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As used herein, “Per Share Market Value” means on any particular date (a) the closing bid price per share of Common Stock on such date on the national securities exchange on which the shares of Common Stock are then listed or quoted, or if there is no such price on such date, then the average of the closing bid and asked prices on the national securities exchange on the date nearest preceding such date, (b) if the shares of Common Stock are not then listed or quoted on a national securities exchange, the average of the closing bid and asked prices for a share of Common Stock in the over-the-counter market, as reported by OTC Market Group, or an equivalent generally accepted reporting service, at the close of business on such date, or (c) if the shares of Common Stock are not then publicly traded, the fair market value of a share of Common Stock as determined in good faith by the Company’s Board of Directors.

4.            Charges, Taxes and Expenses.

Issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge to the Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder of this Warrant, or in such name or names as may be directed by the Holder of this Warrant; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder of this Warrant, this Warrant, when exercised, shall be accompanied by the Assignment Form attached hereto as Exhibit B (the “Assignment Form”) duly executed by the Holder hereof; and provided further, that upon any transfer involved in the issuance or delivery of any certificates for Warrant Shares, the Company may require, as a condition thereto, that the transferee execute an appropriate investment representation as may be reasonably required by the Company.

5.            No Rights as Stockholder.

This Warrant does not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof.

6.            Exchange and Registry of Warrant.

This Warrant is exchangeable, upon the surrender hereof by the registered Holder at the above-mentioned office or agency of the Company, for a new Warrant or Warrants aggregating the total Warrant Shares of the surrendered Warrant of like tenor and dated as of such exchange. The Company shall maintain at the above-mentioned office or agency a registry showing the name and address of the registered Holder of this Warrant. This Warrant may be surrendered for exchange, transfer or exercise, in accordance with its terms, at such office or agency of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

7.            Loss, Theft, Destruction or Mutilation of Warrant.

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor (but with no additional rights or obligations) and dated as of such cancellation, in lieu of this Warrant.

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8.            Saturdays, Sundays, Holidays, etc.

If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

9.            Cash Distributions.

No adjustment on account of cash dividends or interest on the Common Stock will be made to the Exercise Price under this Warrant.

10.          Consolidation, Merger or Sale of the Company.

If the Company is a party to a consolidation, merger or transfer of assets that reclassifies or changes its outstanding Common Stock, the successor corporation (or corporation controlling the successor corporation or the Company, as the case may be) shall by operation of law assume the Company’s obligations under this Warrant. Upon consummation of such transaction the Warrant shall automatically become exercisable for the kind and amount of securities, cash or other assets that the holder of a Warrant would have owned immediately after the consolidation, merger or transfer if the holder had exercised the Warrant immediately before the effective date of such transaction. As a condition to the consummation of such transaction, the Company shall arrange for the person or entity obligated to issue securities or deliver cash or other assets upon exercise of the Warrant to, concurrently with the consummation of such transaction, assume the Company’s obligations hereunder by executing an instrument so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section 10.

11.          Adjustments in Warrant Shares and Exercise Price.

The number of shares and class of capital stock purchasable under this Warrant and the Exercise Price are subject to adjustment from time to time as set forth in this Section 11.

(a)           Adjustment for change in capital stock. If the Company:

(i)          pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock;

(ii)         subdivides its outstanding shares of Common Stock into a greater number of shares;

(iii)        combines its outstanding shares of Common Stock into a smaller number of shares;

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(iv)        makes a distribution on its Common Stock in shares of its capital stock other than Common Stock; or

(v)         issues by reclassification of its shares of Common Stock any shares of its capital stock;

then the number and classes of shares purchasable upon exercise of this Warrant in effect immediately prior to such action shall be adjusted so that the Holder may receive the number and classes of shares of capital stock of the Company which the Holder would have owned immediately following such action if the Holder had exercised this Warrant immediately prior to such action. The Exercise Price shall be appropriately adjusted to reflect such adjustments to the number of shares.

For a dividend or distribution the adjustment shall become effective immediately after the record date for the dividend or distribution. For a subdivision, combination or reclassification, the adjustment shall become effective immediately after the effective date of the subdivision, combination or reclassification.

If after an adjustment the Holder, upon exercise of the Warrant, may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company shall in good faith determine the allocation of the adjusted Exercise Price between or among the classes of capital stock. After such allocation, that portion of the Exercise Price applicable to each share of each such class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Warrant. Notwithstanding the allocation of the Exercise Price between or among shares of capital stock as provided by this Section 11(a), the Warrant may only be exercised in full by payment of the entire Exercise Price currently in effect.

(b)           The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 11 and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights of the Holders of this Warrant against impairment.

12.          Certificate as to Adjustments.

In each case of any adjustment or readjustment in the shares issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares issued or sold or deemed to have been issued or sold, (b) the number of shares outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 15 hereof).

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13.          Reservation of Stock Issuable on Exercise of Warrant.

The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrant, shares of Common Stock from time to time issuable on the exercise of this Warrant.

14.          Assignment; Exchange of Warrant.

Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered Holder hereof (a “Transferor”) with respect to any or all of the shares underlying this Warrant. On the surrender for exchange of this Warrant, with the Transferor’s duly executed Assignment Form and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel in form and substance satisfactory to the Company that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense (but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Assignment Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of Warrant Shares called for on the face or faces of the Warrant so surrendered by the Transferor; and provided further, that upon any such transfer, the Company may require, as a condition thereto, that the Transferee execute an appropriate investment representation as may be reasonably required by the Company.

15.          Warrant Agent.

The Company may, by written notice to the Holder, appoint an agent for the purpose of issuing Common Stock on the exercise of this Warrant pursuant to Section 2, exchanging this Warrant pursuant to Section 14, and replacing this Warrant pursuant to Section 7, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such agent.

16.          Notices, etc.

All notices shall be in writing signed by the party giving such notice, and delivered personally or sent by overnight courier or messenger or sent by registered or certified mail (air mail if overseas), return receipt requested, or by telex, facsimile transmission, telegram or similar means of communication. Notices shall be deemed to have been received on the date of personal, telex, facsimile transmission, telegram or similar means of communication, or if sent by overnight courier or messenger, shall be deemed to have been received on the next delivery day after deposit with the courier or messenger, or if sent by certified or registered mail, return receipt requested, shall be deemed to have been received on the third business day after the date of mailing. Notices shall be sent to the addresses set forth below each party’s signature on the Subscription Agreement.

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17.          Notices of Record Date.

In case,

(a)          The Company takes a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase any shares of stock of any class or to receive a dividend, distribution or any other rights; or

(b)          There is any capital reorganization of the Company, reclassification of the capital stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or consolidation or merger of the Company with or into another corporation which does not constitute a sale of the Company; or

(c)          There is a voluntary or involuntary dissolution, liquidation or winding up of the Company;

then, and in any such case, the Company shall cause to be mailed to the Holder, at least 5 business days prior to the date hereinafter specified, a notice stating the date on which (i) a record is to be taken for the purpose of such dividend, distribution or rights, or (ii) such reclassification, reorganization, consolidation, merger, dissolution, liquidation or winding up is to take place and the date, if any is to be fixed, as of which holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, dissolution, liquidation or winding up.

18.          Amendments and Supplements.

The Company may from time to time supplement or amend this Warrant without the approval of the Holder in order to cure any ambiguity or to be correct or supplement any provision contained herein which may be defective or inconsistent with any other provision, or to make any other provisions in regard to matters or questions herein arising hereunder which the Company may deem necessary or desirable and which shall not materially adversely affect the interest of the Holder. All other supplements or amendments to this Warrant must be signed by the party against whom such supplement or amendment is to be enforced.

19.          Representations and Warranties of Holder.

The Holder represents and warrants to the Company that each of the following is true and correct as of the date of this Warrant:

(a)          The Holder is an “accredited investor” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). The Holder is aware of the Company’s business affairs and financial condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire this Warrant and the Warrant Shares, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Holder’s prospective investment in this Warrant and the Warrant Shares. The Holder is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities presenting investment decisions like that involved in the Holder’s contemplated investment in this Warrant and the Warrant Shares. The Holder is relying on his own research and business judgment, and not acting on the basis of any representations or other information given by or on behalf of the Company.

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(b)          The Holder is acquiring this Warrant and the Warrant Shares for investment for the Holder’s own account only and not with a view to, or for resale in connection with, any “distribution” of this Warrant or the Warrant Shares within the meaning of the Securities Act.

(c)          The Holder understands that this Warrant and the Warrant Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein.

(d)          The Holder understands that this Warrant and the Warrant Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Holder must hold this Warrant and the Warrant Shares indefinitely unless this Warrant or the Warrant Shares are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Holder acknowledges that the Company has no obligation and does not intend to register or qualify this Warrant or the Warrant Shares for resale either under the Securities Act or any state securities laws. The Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period of this Warrant and the Warrant Shares, and requirements relating to the Company which are outside of the Holder’s control, and which the Company is under no obligation and may not be able to satisfy.

20.          Certificates to Bear Legend.

The Warrant Shares issuable upon exercise thereof shall bear the following legend by which Holder shall be bound:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.”

Certificates for Warrant Shares without such legend shall be issued if such Warrant Shares are sold pursuant to an effective registration statement under the Securities Act, or if the Company has received an opinion from counsel reasonably satisfactory to counsel for the Company, that such legend is no longer required under the Securities Act.

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21.          Miscellaneous.

(a)          This Warrant shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. The parties submit to the jurisdiction of the Courts of the County of Los Angeles, State of California or a Federal Court empanelled in the State of California for the resolution of all legal disputes arising under the terms of this Warrant, including, but not limited to, enforcement of any arbitration award. The Company and the Holder agree to submit to the jurisdiction of such courts and waive trial by jury.

(b)          If any action or proceeding is brought by the Company on the one hand or by the Holder on the other hand to enforce or continue any provision of this Warrant, the prevailing party’s costs and expenses, including its reasonable attorney’s fees, in connection with such action or proceeding shall be paid by the other party.

(c)          In the event that any provision of this Warrant is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision, which may prove invalid or unenforceable under any law, shall not affect the validity or enforceability of any other provision of this Warrant.

(d)          The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officers thereunto duly authorized as of the date first written above.

APOLLO MEDICAL HOLDINGS, INC.,
a Delaware corporation
By:	/s/ Warren Hosseinion
	Warren Hosseinion, M.D.
	Chief Executive Officer

ACKNOWLEDGED AND AGREED

BY THE HOLDER (including the

representations and warranties set forth in

Section 19):

/s/ Yih Jen Kok

Name: Yih Jen Kok, M.D.

[Signature Page to Stock Purchase Warrant for Dr. Kok]

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EXHIBIT A

TO

WARRANT

NOTICE OF EXERCISE

To Be Executed by the Holder

in Order to Exercise the Warrant

The undersigned Holder hereby elects to purchase                     shares of Common Stock (the “Shares”) pursuant to the attached Warrant, and requests that certificates for securities be issued in the name of:

	(Please type or print name and address)
	(Social Security or Tax Identification Number)
and delivered
to:
		.
	(Please type or print name and address if different from above)

If such number of Shares being purchased hereby shall not be all the Warrant Shares that may be purchased pursuant to the attached Warrant, a new Warrant for the balance of such Warrant Shares shall be registered in the name of, and delivered to, the Holder at the address set forth below.

In full payment of the purchase price with respect to the Shares purchased and transfer taxes, if any, the undersigned hereby tenders payment of $                  by check, money order or wire transfer payable in United States currency to the order of Apollo Medical Holdings, Inc.

	HOLDER:
Dated:	By:
		Name:
		Title:
	Address:

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EXHIBIT B
TO
WARRANT

FORM OF ASSIGNMENT

(To be signed only on transfer of Warrant)

For value received, the undersigned hereby sells, assigns, and transfers unto                      the right represented by the within Warrant to purchase                   shares of Common Stock of Apollo Medical Holdings, Inc., a Delaware corporation, to which the within Warrant relates, and appoints                                        Attorney to transfer such right on the books of Apollo Medical Holdings, Inc., a Delaware corporation, with full power of substitution of premises.

Dated:	By:
		Name:
		Title:
		(signature must conform to name of the Holder as specified on the fact of the Warrant)
		Address:

Signed in the presence of:

Dated:

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EX-4.5

EXHIBIT 4.5

THIS WARRANT AND ALL SHARES ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION OF ANY SHARES ISSUED UPON EXERCISE HEREOF MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

No. W - February 20, 2015

APOLLO MEDICAL HOLDINGS, INC.

WARRANT TO PURCHASE COMMON STOCK

VOID AFTER 5:00 P.M. Pacific Time on February 20, 2018

THIS CERTIFIES that, for value received, RedChip Companies, Inc., a Florida corporation (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date of this Warrant and on or prior to 5:00 p.m. Pacific Time on the third anniversary of the date of this Warrant (the “Expiration Time”), but not thereafter, to subscribe for and purchase, from Apollo Medical Holdings, Inc., a Delaware corporation (the “Company”), up to 10,000 shares of the Company’s Common Stock (the “Shares”) at a purchase price per share equal to $9.00 (the “Exercise Price”).

1.           Exercise of Warrant.

(a)          The purchase rights represented by this Warrant are exercisable by the Holder, in whole or in part, at any time after the date of this Warrant and before the Expiration Time by the surrender of this Warrant and the Notice of Exercise annexed hereto duly executed at the office of the Company, in Glendale, California (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), and upon payment of an amount equal to the aggregate Exercise Price for the number of Shares thereby purchased (by cash or by check or certified bank check payable to the order of the Company in an amount equal to the purchase price of the shares thereby purchased); whereupon the Holder shall be entitled to receive a stock certificate representing the number of Shares so purchased, The Company agrees that if at the time of the surrender of this Warrant and purchase of the Shares, the Holder shall be entitled to exercise this Warrant, the Shares so purchased shall be and be deemed to be issued to such holder as the record owner of such Shares as of the close of business on the date on which this Warrant shall have been exercised as aforesaid.

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(b)          Upon partial exercise of this Warrant, the Holder shall be entitled to receive from the Company a new Warrant in substantially identical form for the purchase of that number of Shares as to which this Warrant shall not have been exercised. Certificates for Shares purchased hereunder shall be delivered to the Holder within a reasonable time after the date on which this Warrant shall have been exercised as aforesaid.

2.           No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon the exercise of this Warrant, an amount equal to such fraction multiplied by the then current fair market value at which each Share may be purchased hereunder shall be paid in cash to the Holder. For purposes of this Section 2, the fair market value of the Shares shall mean (i) the average closing price of a share of the Company’s Common Stock on a national stock exchange or automated quotation system on which the Common Stock is listed or quoted, as the case may be, at the time of exercise on the last business day prior to the date of exercise of this Warrant pursuant to Section 1; or, if the Company’s Common Stock is not so listed, the value of the Common Stock (without regard to the restrictions on transfer or number of Shares) as determined in good faith by the Company’s Board of Directors.

3.           Charges, Taxes and Expenses. The Holder shall pay all issue and transfer taxes and other incidental expenses in respect of the issuance of certificates for Shares upon the exercise of this Warrant, and such certificates shall be issued in the name of the Holder of this Warrant.

4.           No Rights as a Stockholder. This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof.

5.           Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction of this Warrant, upon delivery of an indemnity agreement, surety bond or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, and upon reimbursement to the Company of all reasonable expenses incidental thereto, the Company will make and deliver to the Holder, in lieu thereof, a new Warrant in substantially identical form and dated as of such cancellation.

6.           Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday in the United States or the State of California, then such action may be taken or such right may be exercised on the next succeeding business.

7.           Merger, Reclassification, etc.

(a)          Merger, etc. If at any time the Company proposes (A) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, consolidation or stock issuance) that results in the transfer of fifty percent (50%) or more of the then outstanding voting power of the Company; or (B) a sale of all or substantially all of the assets of the Company, then the Company shall give the Holder ten (10) days’ notice of the proposed effective date of the transaction. If, in the case of such acquisition of the Company, and this Warrant has not been exercised by the effective date of the transaction, this Warrant shall be exercisable into the kind and number of shares of stock or other securities or property of the Company or of the entity resulting from such merger or acquisition to which such Holder would have been entitled if immediately prior to such acquisition or merger, it had exercised this Warrant. The provisions of this Section 7(a) shall similarly apply to successive consolidations, mergers, sales or conveyances.

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(b)          Reclassification, etc. If the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any of the securities to which purchase rights under this Warrant exist into the same or a different number of securities of any class or classes, this Warrant shall thereafter be to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to such subdivision, combination, reclassification or other change. If the Shares are subdivided or combined into a greater or smaller number of Shares, the Exercise Price under this Warrant shall be proportionately reduced in case of subdivision of shares or proportionately increased in the case of combination of shares, in both cases by the ratio which the total number of Shares to be outstanding immediately after such event bears to the total number of Shares outstanding immediately prior to such event.

(c)          Cash Distributions. No adjustment on account of cash dividends or interest on the Shares or other securities purchasable hereunder will be made to the Exercise Price under this Warrant.

7.           Securities Matters.

Holder represents and warrants that this Warrant is being, and any Shares issuable upon exercise of this Warrant will be, acquired for the account of Holder for investment purposes only and not with a view to, or for resale in connection with, the distribution thereof.

8.           Restrictions on Transfer.

(a)          Restrictions on Transfer of Shares. In no event will the Holder make a disposition of this Warrant or the Shares unless and until, if requested by the Company, it shall have furnished the Company with an opinion of counsel satisfactory to the Company and its counsel to the effect that appropriate action necessary for compliance with the Securities Act of 1933, as amended (the “Act”) relating to sale of an unregistered security has been taken. Notwithstanding the foregoing, the restrictions imposed upon the transferability of the Shares shall terminate as to any particular Share when (i) such security shall have been sold without registration in compliance with Rule 144 under the Act, or (ii) a letter shall have been issued to the Holder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Holder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required, or (iii) such security shall have been registered under the Act and sold by the Holder thereof in accordance with such registration.

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(b)          Restrictive Legends. The stock certificates representing the Shares and any securities of the Company issued with respect thereto shall be imprinted with legends restricting transfer except in compliance with the terms hereof and with applicable federal and state securities laws.

9.           Miscellaneous.

(a)          Notices. All notices, requests, demands and other communications (collectively, “Notices”) given pursuant to this Warrant shall be in writing, and shall be delivered by personal service, courier, or by United States first class, registered or certified mail, postage prepaid, addressed to the party at the address set forth on the signature page of this Warrant. Any Notice, other than a Notice sent by registered or certified mail, shall be effective when received; a Notice sent by registered or certified mail, postage prepaid return receipt requested, shall be effective on the earlier of when received or the third day following deposit in the United States mails. Any party may from time to time change its address for further Notices hereunder by giving notice to the other party in the manner prescribed in this Section.

(b)          Waivers. The failure of the Company to enforce at any time any provision of this Warrant shall in no way be construed to be a waiver of such provision or of any other provision hereof. With regard to any power, remedy or right provided herein or otherwise available to any party hereunder (i) no waiver or extension of time shall be effective unless expressly contained in a writing signed by the waiving party; and (ii) no alteration, modification or impairment shall be implied by reason of any previous waiver, extension of time, delay or omission in exercise, or other indulgence.

(c)          Governing Law. This Warrant shall be governed by and construed in accordance with the law of the State of Delaware without regard to principles of conflicts of law.

(d)          Warrant Non-Transferable. Holder may not sell, transfer, assign or otherwise dispose of this Warrant except in full compliance with federal and all applicable state securities laws, and, if requested, pursuant to an opinion of counsel to Holder, in form and substance satisfactory to the Company and its counsel.

(e)          Successors and Assigns. Except to the extent specifically limited by the terms and provision of this Warrant, this Warrant shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and personal representatives.

(f)          Tax Treatment. Holder acknowledges that the tax treatment of this Warrant, the Shares or any events or transactions with respect thereto may be dependent upon various factors or events that are not determined by the Company or this Warrant. The Company makes no representations with respect to and hereby disclaims all responsibility as to such tax treatment. The determination of the tax treatment of this Warrant and all matters relating to the Shares is the sole responsibility of Holder.

(g)          Further Assurances. Holder shall promptly take all actions and execute all documents requested by the Company that the Company deems to be reasonably necessary to effectuate the term and intent of this Warrant, including the exercise thereof.

4

(h)        Compliance with Laws and Exchange Requirements. The issuance and transfer of any Purchased Shares shall be subject to compliance by the Company and Holder with all applicable requirements of securities laws and with all applicable requirements of any stock exchange on which the shares may be listed at the time of such issuance or transfer.

(i)          Complete Agreement and Modifications. This Warrant constitutes the Company’s and Holder’s entire agreement with respect to the subject matter hereof and supersedes all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof. This Warrant may not be amended, altered or modified except by a writing signed by the Company and the Holder of this Warrant.

(j)          Adjustment of Exercise Price. The Exercise Price of this Warrant has been adjusted to reflect a 1-for-10 reverse split of the Common Stock effected on April 24, 2015. This Warrant shall not in any way affect the right of the Company to further adjust, reclassify, reorganize or otherwise change its capital structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

IN WITNESS WHEREOF, APOLLO MEDICAL HOLDINGS, INC. has caused this Warrant to be executed by its duly authorized representative dated as of the date first set forth above.

APOLLO MEDICAL HOLDINGS, INC.
By	/s/ Warren Hosseinion
	Warren Hosseinion, M.D.
Title:	President and Chief Executive Officer
ACCEPTED:
REDCHIP COMPANIES, INC.
By	/s/ Dave Gentry
Print Name:	Dave Gentry
Title:	President

5

NOTICE OF EXERCISE

TO: Apollo Medical Holdings, Inc., a Delaware corporation

(1)         The undersigned hereby elects to purchase                    shares of Common Stock (the “Shares”) of Apollo Medical Holdings, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price in full, together with all applicable transfer taxes, if any.

(2)         Please issue a certificate or certificates representing the Shares in the name of the undersigned or in such other name as is specified below:

(Print Name)

Address:

(3)         The undersigned confirms that it is an “accredited investor” as defined by Rule 501(a) under the Securities Act of 1933, as amended, at the time of execution of this Notice.

(4)         The undersigned confirms that the Shares are being acquired for the account of the undersigned for investment only and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or selling the Shares.

(5)         The undersigned accepts such Shares subject to the restrictions on transfer set forth in the attached Warrant.

	REDCHIP COMPANIES, INC.
Date:	By
	(Signature)
	Print Name:
	Title:

6

EX-31.1

EXHIBIT 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

I, Warren Hosseinion, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Apollo Medical Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2017

/s/ Warren Hosseinion

Warren Hosseinion

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

I, Mihir Shah, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Apollo Medical Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2017

/s/ Mihir Shah

Mihir Shah

Chief Financial Officer

EX-32

EXHIBIT 32

Certification of Periodic Financial Report by the Chief Executive Officer and

Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned duly elected and acting Chief Executive Officer and Chief Financial Officer of Apollo Medical Holdings, Inc. (the “Company”), hereby certify, based on our knowledge, that this Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2017 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2017	/s/ Warren Hosseinion
	Warren Hosseinion Chief Executive Officer
Date: November 14, 2017	/s/ Mihir Shah
	Mihir Shah Chief Financial Officer

A signed original of this written statement required by Section 1350 of Chapter 63 of Title 18 of the United States Code has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff on request.

The foregoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

XML

Document And Entity Information - shares	6 Months Ended
	Sep. 30, 2017	Nov. 08, 2017
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Entity Registrant Name	Apollo Medical Holdings, Inc.
Entity Central Index Key	0001083446
Current Fiscal Year End Date	--03-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	AMEH
Entity Common Stock, Shares Outstanding		6,033,495

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2017	Mar. 31, 2017
ASSETS
Cash and cash equivalents	$ 30,203,773	$ 8,664,211
Accounts receivable, net of allowance for doubtful accounts of $381,019 and $475,080, respectively	4,857,136	5,506,472
Other receivables	372,334	464,085
Due from affiliates	0	18,314
Prepaid expenses and other current assets	298,477	269,168
Total current assets	35,731,720	14,922,250
Property and equipment, net	1,121,632	1,205,139
Restricted cash	745,176	765,058
Intangible assets, net	1,732,984	1,904,269
Goodwill	1,622,483	1,622,483
Other assets	219,174	225,358
TOTAL ASSETS	41,173,169	20,644,557
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities	7,042,043	7,883,373
Medical liabilities	30,694,173	1,768,231
Convertible note payable, net of debt issuance cost of $53,667 and $161,000, respectively	4,936,333	4,829,000
Lines of credit	25,000	62,500
Total current liabilities	42,697,549	14,543,104
Note payable - related party	5,000,000	5,000,000
Deferred rent liability	683,504	747,418
Deferred tax liability	83,666	83,667
TOTAL LIABILITIES	48,464,719	20,374,189
COMMITMENTS AND CONTINGENCIES (see Note 8)
STOCKHOLDERS’ (DEFICIT) EQUITY
Common stock, par value $0.001; 100,000,000 shares authorized; 6,052,518 and 6,033,518 shares issued and outstanding, respectively	6,053	6,033
Additional paid-in capital	26,836,238	26,331,948
Accumulated deficit	(45,148,985)	(37,654,381)
Stockholders’ deficit attributable to Apollo Medical Holdings, Inc.	(7,344,171)	(353,877)
Non-controlling interest	52,621	624,245
Total stockholders’ (deficit) equity	(7,291,550)	270,368
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	41,173,169	20,644,557
Series A Preferred Stock [Member]
STOCKHOLDERS’ (DEFICIT) EQUITY
Preferred Stock Value	7,077,778	7,077,778
Series B Preferred Stock [Member]
STOCKHOLDERS’ (DEFICIT) EQUITY
Preferred Stock Value	$ 3,884,745	$ 3,884,745

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2017	Mar. 31, 2017
Accounts receivable, net of allowance for doubtful accounts	$ 381,019	$ 475,080
Debt Issuance Costs, Current, Net	$ 53,667	$ 161,000
Common Stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common Stock, shares authorized	100,000,000	100,000,000
Common Stock, shares issued	6,052,518	6,033,518
Common Stock, shares outstanding	6,052,518	6,033,518
Series A Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	1,111,111	1,111,111
Preferred Stock, Shares Outstanding	1,111,111	1,111,111
Preferred Stock, Liquidation Preference, Value	$ 9,999,999	$ 9,999,999
Series B Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	555,555	555,555
Preferred Stock, Shares Outstanding	555,555	555,555
Preferred Stock, Liquidation Preference, Value	$ 4,999,995	$ 4,999,995

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Net revenues	$ 40,483,346	$ 14,622,656	$ 82,058,826	$ 26,994,329
Costs and expenses
Cost of services	39,096,618	12,171,183	79,336,260	22,304,188
General and administrative	5,345,742	4,455,329	10,234,926	8,291,804
Depreciation and amortization	155,937	170,555	311,204	335,213
Total costs and expenses	44,598,297	16,797,067	89,882,390	30,931,205
Loss from operations	(4,114,951)	(2,174,411)	(7,823,564)	(3,936,876)
Other (expense) income
Interest expense	(199,662)	(3,054)	(392,651)	(5,713)
Gain (loss) on change in fair value of warrant liabilities	0	511,111	0	1,333,333
Other income (expense)	54,635	10,560	93,295	12,531
Total other income (expense), net	(145,027)	518,617	(299,356)	1,340,151
Loss before benefit from income taxes	(4,259,978)	(1,655,794)	(8,122,920)	(2,596,725)
Benefit from income taxes	(26,858)	(185,040)	(56,692)	(226,593)
Net loss	(4,233,120)	(1,470,754)	(8,066,228)	(2,370,132)
Net (income) loss attributable to non-controlling interest	350,382	112,345	571,624	(303,534)
Net loss attributable to Apollo Medical Holdings, Inc.	$ (3,882,738)	$ (1,358,409)	$ (7,494,604)	$ (2,673,666)
Net loss per share:
Basic and diluted	$ (0.64)	$ (0.23)	$ (1.24)	$ (0.45)
Weighted average number of shares of common stock outstanding:
Basic and diluted	6,035,159	6,024,605	6,034,343	5,970,015

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (8,066,228)	$ (2,370,132)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Provision for doubtful accounts, net of recoveries	90,037	69,633
Loss on disposal of property and equipment	0	6,185
Depreciation and amortization expense	311,204	335,213
Stock-based compensation expense	418,810	493,758
Amortization of deferred financing costs	107,333	37,926
Gain on change in fair value of warrant liabilities	0	(1,333,333)
Changes in assets and liabilities:
Restricted cash	19,882	0
Accounts receivable	559,299	(1,254,806)
Other receivables	91,750	290,272
Due from affiliates	18,314	453
Prepaid expenses and other current assets	(29,309)	(136,450)
Other assets	6,184	(5,537)
Accounts payable and accrued liabilities	(841,330)	(27,596)
Deferred rent liability	(63,914)	90,498
Medical liabilities	28,925,942	(601,317)
Net cash provided by (used in) operating activities	21,547,974	(4,405,233)
Cash flows from investing activities:
Property and equipment acquired	(56,412)	(205,775)
Net cash used in investing activities	(56,412)	(205,775)
Cash flows from financing activities:
Proceeds from lines of credit	0	75,000
Principal payments on lines of credit	(37,500)	(62,500)
Distributions to non-controlling interest shareholder	0	(1,050,000)
Proceeds from the exercise of warrants/options	85,500	172,000
Net cash provided by (used in) financing activities	48,000	(865,500)
Net change in cash and cash equivalents	21,539,562	(5,476,508)
Cash and cash equivalents, beginning of period	8,664,211	9,270,010
Cash and cash equivalents, end of period	30,203,773	3,793,502
Supplementary disclosures of cash flow information:
Interest paid	872	10,199
Income taxes paid	$ 17,700	$ 16,400

XML

Description of Business

6 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

1. Description of Business

Overview

Apollo Medical Holdings, Inc. (“the Company” or “ApolloMed”) and its affiliated physician groups are a physician-centric integrated population health management company working to provide coordinated, outcomes-based medical care in a cost-effective manner. Led by a management team with over a decade of experience, ApolloMed has built a company and culture that is focused on physicians providing high-quality medical care, population health management and care coordination for patients, particularly senior patients and patients with multiple chronic conditions. ApolloMed believes that the Company is well-positioned to take advantage of changes in the rapidly evolving U.S. healthcare industry, as there is a growing national movement towards more results-oriented healthcare centered on the triple aim of patient satisfaction, high-quality care and cost efficiency.

ApolloMed serves Medicare, Medicaid and health maintenance organization (“HMO”) patients, and uninsured patients, in California. The Company primarily provides services to patients who are covered predominantly by private or public insurance, although the Company derives a small portion of its revenue from non-insured patients. The Company provides care coordination services to each major constituent of the healthcare delivery system, including patients, families, primary care physicians, specialists, acute care hospitals, alternative sites of inpatient care, physician groups and health plans.

ApolloMed’s physician network consists of hospitalists, primary care physicians and specialist physicians primarily through ApolloMed’s owned and affiliated physician groups. ApolloMed operates through its subsidiaries, including Apollo Medical Management, Inc. (“AMM”), Pulmonary Critical Care Management, Inc. (“PCCM”), Verdugo Medical Management, Inc. (“VMM”), ApolloMed Palliative Services, LLC (“APS”), ApolloMed Accountable Care Organization, Inc. (“ApolloMed ACO”), and Apollo Care Connect, Inc. (“ApolloCare”).

Through its wholly-owned subsidiary, AMM, ApolloMed manages affiliated medical groups, which consist of ApolloMed Hospitalists (“AMH”), a hospitalist company, Maverick Medical Group, Inc. (“MMG”), AKM Medical Group, Inc. (“AKM”), Southern California Heart Centers (“SCHC”), Bay Area Hospitalist Associates, A Medical Corporation (“BAHA”) and APA ACO, Inc. (“APAACO”). Through its wholly-owned subsidiary PCCM, ApolloMed previously managed Los Angeles Lung Center (“LALC”) (see below for deconsolidation), and through its wholly-owned subsidiary VMM, ApolloMed previously managed Eli Hendel, M.D., Inc. (“Hendel”) (see below for deconsolidation). AMM, PCCM and VMM each operate as a physician practice management company and are in the business of providing management services to physician practice corporations under long-term management service agreements, pursuant to which AMM, PCCM or VMM, as applicable, manages all non-medical services for the affiliated medical group and has exclusive authority over all non-medical decision making related to ongoing business operations.

ApolloMed has a controlling interest in APS, which owns two Los Angeles-based companies, Best Choice Hospice Care LLC (“BCHC”) and Holistic Health Home Health Care Inc. (“HCHHA”).

ApolloMed also has a controlling interest in ApolloMed ACO, which participates in the Medicare Shared Savings Program (“MSSP”), the goal of which is to improve the quality of patient care and outcomes through more efficient and coordinated approach among providers. Revenues earned by ApolloMed ACO are uncertain, and, if such amounts are payable by the Centers for Medicare & Medicaid Services (“CMS”), they will be paid on an annual basis significantly after the time earned (which may take several years), and are contingent on various factors, including achievement of the minimum savings rate as determined by MSSP for the relevant period. Such payments are earned and made on an “all or nothing” basis. The Company considers revenue, if any, under the MSSP, as contingent upon the realization of program savings as determined by CMS, and are not considered earned and therefore are not recognized as revenue until notice from CMS that cash payments are to be imminently received. CMS determined that the Company did not meet the minimum savings threshold in performance year 2015 and 2016 and therefore shall not receive the “all or nothing” annual shared savings payment in fiscal years 2017 and 2018.

In January 2016, the Company formed ApolloCare, which acquired certain technology and other assets of Healarium, Inc., which provides the Company with a cloud and mobile-based population health management platform that includes digital care plans, a case management module, connectivity with multiple healthcare tracking devices and the ability to integrate with multiple electronic health records to capture clinical data.

During fiscal year 2016, the Company combined the operations of AKM into those of MMG.

In November 2016, BAHA Acquisition Corp., an affiliated entity owned by the Company’s CEO and consolidated as a variable interest entity, acquired the non-controlling interest in BAHA which was previously consolidated as a variable interest entity, and continues to have its financial results consolidated with those of the Company as a variable interest entity. As part of the transaction, the Company acquired the non-controlling interest of BAHA and was reflected as an equity transaction as there was no change in control.

On December 21, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) among the Company, Apollo Acquisition Corp., a wholly-owned subsidiary of ours (“Merger Subsidiary”), Network Medical Management, Inc. (“NMM”) and Kenneth Sim, M.D., in his capacity as the representative of the shareholders of NMM, pursuant to which NMM, one of the largest healthcare management services organizations in the United States that currently is responsible for coordinating the care for over 600,000 covered patients in Southern and Central California through a network of ten IPAs with over 4,000 contracted physicians, will merge into Merger Subsidiary (the “Merger”) and upon consummation of the Merger, NMM shareholders will receive such number of shares of the Company’s common stock (“Common Stock”) such that, after giving effect to the Merger and assuming there would be no dissenting NMM shareholders at the closing, NMM shareholders will own 82% of the total issued and outstanding shares of Common Stock at the closing of the Merger and the Company’s current stockholders will own the other 18% (the “Exchange Ratio”). Additionally, NMM agreed to relinquish its redemption rights relating to the Company’s Series A Preferred Stock that NMM owns.

On March 30, 2017, NMM, the Company and other relevant parties entered into an Amendment to the Merger Agreement (the “Merger Agreement Amendment No. 1”) to exclude, for purposes of calculating the Exchange Ratio, from “Parent Shares” (as defined in the Merger Agreement) 499,000 shares of Common Stock issued or issuable pursuant to a securities purchase agreement dated as of March 30, 2017, between the Company and Alliance Apex, LLC. As part the Merger Agreement Amendment, the merger consideration to be paid by the Company to NMM was amended to include warrants to purchase 850,000 shares of Common Stock at an exercise price of $11 per share in the closing of the proposed Merger. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), with respect to the proposed Merger expired on July 7, 2017. The expiration of the HSR waiting period satisfies a condition to the closing of Merger. Consummation of the Merger, which remains subject to other conditions described in the Merger Agreement, including approval by stockholders of the Company and the shareholders of NMM, is expected to take place in the second half of calendar year 2017. On August 10, 2017, NMM and the Company filed a registration statement on form S-4 with the Securities and Exchange Commission (the “SEC”) in connection with the proposed Merger. On October 17, 2017, the Company entered into a second amendment to the Merger Agreement (the “Merger Agreement Amendment No. 2”) (see Note 10 “Subsequent Events” below). The Merger Agreement Amendment No. 2 extended the “End Date” (as defined in the Merger Agreement) to March 31, 2018. Furthermore, pursuant to the Merger Agreement Amendment No. 2, upon consummation of the Merger (and assuming there will be no NMM dissenting shareholder interests as of the effective time of the Merger), in addition to receive such number of shares of Common Stock that represents 82% of the total issued and outstanding shares of Common Stock immediately following the consummation of the Merger and warrants to purchase 850,000 shares of Common Stock at an exercise price of $11 per share, NMM shareholders will be entitled to receive at the closing of the Merger an aggregate of 2,566,666 shares of Common Stock and warrants to purchase an aggregate of 900,000 shares of Common Stock exercisable at $10.00 per share. Pursuant to the Merger Agreement Amendment No. 2, NMM also agreed to provide an additional $4,000,000 working capital loan to the Company as evidenced by a promissory note in the principal amount of $9,000,000, which replaces the NMM Note in the principal amount of $5,000,000 (see Note 7 “Debt - Restated NMM Note” below) and is convertible into shares of Common Stock at a conversion price of $10.00 per share (subject to adjustment for stock splits, dividends, recapitalizations and the like) within 10 business days prior to maturity.

 On January 1, 2017 and March 24, 2017, PCCM and VMM amended the management services agreements that they entered into with LALC and Hendel, respectively, and among other things, reduced the scope of services to be provided by PCCM and VMM to align with the actual course of dealing between the parties. Based on the Company’s evaluation of current accounting guidance, it was determined that the Company no longer holds an explicit or implicit variable interest in these entities, and accordingly LALC and Hendel are no longer consolidated effective January 1, 2017 and their operations are not included in the March 31, 2017 and subsequent consolidated financial statements of the Company as of such date.

On January 18, 2017, CMS announced that APAACO, which is owned 50% by ApolloMed and 50% by NMM, has been approved to participate in CMS’ Next Generation ACO Model (the “NGACO Model”). The NGACO Model is a new CMS program that builds upon previous ACO programs. Through this new model, CMS will partner with APAACO and other accountable care organizations (“ACOs”) experienced in coordinating care for populations of patients and whose provider groups are willing to assume higher levels of financial risk and potentially achieve a higher reward from participating in this new attribution-based risk sharing model. The NGACO program began on January 1, 2017. AMM, one of the Company’s wholly-owned subsidiaries, has a long-term management services agreement with APAACO. APAACO is consolidated as a variable interest entity by AMM as it was determined that AMM is the primary beneficiary of APAACO.

There are different levels of financial risk and reward that an ACO may select, and the extent of risk and reward may be limited on a percentage basis. The NGACO Model offers two risk arrangement options. In Arrangement A, the ACO takes 80% of Medicare Part A and Part B risk. In Arrangement B, the ACO takes 100% of Medicare Part A and Part B risk. Under each risk arrangement, the ACO can cap aggregate savings and losses anywhere between 5% to 15%. The cap is elected annually by the ACO. APAACO has opted for Risk Arrangement A and a shared savings and losses cap of 5%.

The NGACO Model offers four payment mechanisms:

· Payment Mechanism #1: Normal Fee For Service (“FFS”).

· Payment Mechanism #2: Normal FFS plus Infrastructure payments of $6 Per Beneficiary Per Month (“PBPM”).

· Payment Mechanism #3: Population-Based Payments (“PBP”). PBP payments provide ACOs with a monthly payment to support ongoing ACO activities. ACO participants and preferred providers must agree to percentage payment fee reductions, which are then used to estimate a monthly PBP payment to be received by the ACO.

· Payment Mechanism #4: All-Inclusive Population-Based Payment (“AIPBP”). Under this mechanism, CMS will estimate the total annual expenditures of the ACO’s aligned beneficiaries and pay that projected amount in PBPM payments. ACOs in AIPBP may have alternative compensation arrangements with their providers, including 100% FFS, discounted FFS, capitation or case rates.

APAACO began operations on January 1, 2017. APAACO opted for, and was approved by CMS effective on April 1, 2017 to participate in, the AIPBP track, which is the most advanced risk-taking payment model. APAACO is the only ACO that in the United States is participating in the AIPBP track, out of 44 ACOs approved for the NGACO Model. Under the AIPBP track, CMS will estimate the total annual expenditures for APAACO's patients and then pay that projected amount to APAACO in a per-beneficiary, per-month payment. APAACO will then be responsible for paying all Part A and Part B costs for in-network participating providers and preferred providers with whom it has contracted.

In connection with the approval by CMS for APAACO to participate in the NGACO Model, CMS and APAACO have entered into a NGACO Model Participation Agreement (the “Participation Agreement”), which was last modified on December 15, 2016. The term of the Participation Agreement is for two performance years, from January 1, 2017 through December 31, 2018. CMS may offer to renew the Participation Agreement for an additional term of two performance years. Additionally, the Participation Agreement may be terminated sooner by CMS as specified therein. Under the NGACO Model, CMS grants to APAACO a pool of patients to manage (direct care and pay providers) based on a budget negotiated with CMS. APAACO is responsible to manage medical costs for these patients to receive services from doctors and medical service providers as influenced by the Company. The Company earns revenues based on the negotiated contract terms with in-network providers. The Company’s profits or losses in managing the services provided by out-of-network providers are generally determined on an annual basis after reconciliation with CMS. The Company receives capitation from CMS on a monthly basis. Based on the Company’s efficiency or lack thereof, the Company’s profits/losses on providing such services are capped with CMS. The Company records the receipts from CMS as revenue as the Company is primarily responsible and liable for managing the costs incurred by the patients and to satisfy all provider obligations, assuming the credit risk through the arrangement with CMS, and controlling the funds, the services provided and the process by which the providers are ultimately paid. In October 2017, CMS notified APAACO that it has not been renewed for participation in the AIPBP payment mechanism of the NGACO Model for performance year 2018 due to certain alleged deficiencies in performance by APAACO. APAACO does not believe the allegations by CMS of performance deficiencies are valid or justify the CMS non-renewal determination and is in discussions with CMS regarding possible reversal of such determination. On November 9, 2017, APAACO submitted a request for reconsideration to CMS. If APAACO is not successful in convincing CMS to reverse its decision then the payment mechanism under the NGACO Model would default to traditional FFS. This would result in the loss in monthly revenues and cash flow currently being generated by APAACO, currently at a rate of approximately $9.3 million per month, and would thus have a material adverse effect on ApolloMed’s future revenues and potential cash flow.

AMM has entered into a long-term Master Services Agreement with APAACO (the “APAACO MSA”). Under the APAACO MSA, AMM provides APAACO with care coordination, data analytics and reporting, technology and other administrative capabilities to enable participating providers to deliver better care and lower healthcare costs for their Medicare FFS beneficiaries. APAACO employs local operations and clinical staff to drive physician engagement and care coordination improvements.

Liquidity and Capital Resources

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business.

As shown in the accompanying unaudited condensed consolidated financial statements, the Company has incurred a net loss of approximately $8.1 million during the six months ended September 30, 2017, and, as of September 30, 2017, has a net working capital deficit of approximately $7.0 million and an accumulated deficit of approximately $45.1 million. The primary source of liquidity as of September 30, 2017 is cash and cash equivalents of approximately $30.2 million, which includes the capitation payments received from CMS, all or most of which will be used to pay the corresponding fee for service claims liability in future months.

These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon the Company’s ability to increase revenue, reduce costs, attain a satisfactory level of profitability, obtain suitable and adequate financing, and further develop business. In addition, the Company may have to reduce certain overhead costs through the deferral of salaries and other means, and settle liabilities through negotiation. There can be no assurance that management’s plan and attempts will be successful.

The Company’s ability to continue as a going concern also depends, in significant part, on its ability to obtain the necessary financing to meet its obligations and pay the Company’s obligations arising from normal business operations as they come due. To date, the Company has funded the Company’s operations from a combination of internally generated cash flow and external sources, including the proceeds from the issuance of equity and/or debt securities. The Company is substantially dependent upon the consummation of the Merger to meet the Company’s liquidity requirements. The Company is currently exploring sources of additional funding. Without limiting its available options, future equity financings will most likely be through the sale of additional shares of its securities. It is possible that the Company could also offer warrants, options and/or rights in conjunction with any future issuances of its common stock. The Company’s current sources of revenues are insufficient to cover its operating costs, and as such, has incurred an operating loss since its inception. Thus, until the Company can generate sufficient cash flows to fund operations, the Company remains substantially dependent on raising additional capital through debt and/or equity transactions. There is no assurance that the proposed Merger will take place, or that any such additional financing will be available on favorable terms, or at all. If, after utilizing the existing sources of capital available to the Company, further capital needs are identified and the Company is not successful in obtaining the financing, it may be forced to curtail its existing or planned future operations.

The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

Certain reclassifications have been made to comparative amounts in order to conform with current period presentation.

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Summary of Significant Accounting Policies

6 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated balance sheet at March 31, 2017, has been derived from audited consolidated financial statements. The unaudited condensed consolidated financial statements as of September 30, 2017 and for the six months ended September 30, 2017 and 2016, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2017 as filed with the SEC on June 29, 2017. In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made in the condensed consolidated financial statements. The condensed consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed consolidated financial statements not misleading as required by Regulation S-X, Rule 10-01. Operating results for the three and six months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending March 31, 2018.

Principles of Consolidation

The Company’s condensed consolidated financial statements include the accounts of Apollo Medical Holdings, Inc. and all its wholly and majority owned subsidiaries as well as all variable interest entities where it is the primary beneficiary, including physician practice corporations (“PPCs”) managed by a subsidiary of the Company under long-term management services agreements (“MSAs”), under which the subsidiary provides and performs all non-medical management and administrative services. Through the MSAs, the Company generally has exclusive authority over all non-medical decision making related to the ongoing business operations of the PPCs. Therefore, the Company typically consolidates the revenue and expenses of a PPC from the date of execution of the applicable MSA. Each MSA typically has a term from 10 to 20 years and is not terminable by the respective PPC (except for a limited number of situations such as material breach by or bankruptcy of the other party). Because, as explained in Note 1, effective on January 1, 2017, the Company no longer holds an explicit or implicit variable interest in LALC and Hendel, the two PPCs are not consolidated as of such date. All intercompany balances and transactions have been eliminated.

Business Combinations

The Company uses the acquisition method of accounting for all business combinations, which requires assets and liabilities of the acquiree to be recorded at fair value to measure the fair value of the consideration transferred, including contingent consideration, to be determined on the acquisition date, and to account for acquisition related costs separately from the business combination.

Reportable Segments

The Company operates as one reportable segment, the healthcare delivery segment. While the Company has determined it has six reporting units, such reporting units do not meet the quantitative threshold under U.S. GAAP to be considered a reportable segment. As such, these reporting units and all related activities are aggregated into a single reportable segment in the Company’s consolidated financial statements.

Revenue Recognition

Revenue consists of contracted, fee-for-service, capitation, MSSP ACO, hospitalist agreements, and NGACO revenue. Revenue is recorded in the period in which services are rendered. Revenue is principally derived from the provision of healthcare staffing services to patients within healthcare facilities and ACO management. The form of billing and related risk of collection for such services may vary by customer. The following is a summary of the principal forms of the Company’s billing arrangements and how net revenue is recognized for each.

Contracted revenue

Contracted revenue represents revenue generated under contracts for which the Company provides physician and other healthcare staffing and administrative services in return for a contractually negotiated fee. Contract revenue consists primarily of billings based on hours of healthcare staffing provided at agreed-to hourly rates. Revenue in such cases is recognized as the hours are worked by the Company’s staff and contractors. Additionally, contract revenue also includes supplemental revenue from hospitals where the Company may have a fee-for-service contract arrangement or provide physician advisory services to the medical staff at a specific facility. Contract revenue for the supplemental billing in such cases is recognized based on the terms of each individual contract. Such contract terms generally either provide for a fixed monthly dollar amount or a variable amount based upon measurable monthly activity, such as hours staffed, patient visits or collections per visit compared to a minimum activity threshold. Such supplemental revenues based on variable arrangements are usually contractually fixed on a monthly, quarterly or annual calculation basis considering the variable factors negotiated in each such arrangement. Such supplemental revenues are recognized as revenue in the period when such amounts are determined to be fixed and therefore contractually obligated as payable by the customer under the terms of the respective agreement. Additionally, the Company derives a portion of the Company’s revenue as a contractual bonus from collections received by the Company’s partners and such revenue is contingent upon the collection of third-party billings. These revenues are not considered earned and therefore not recognized as revenue until actual cash collections are achieved in accordance with the contractual arrangements for such services.

Fee-for-service revenue

Fee-for-service revenue represents revenue earned under contracts in which the Company bills and collects the professional component of charges for medical services rendered by the Company’s contracted physicians. Under the fee-for-service arrangements, the Company bills patients for services provided and receives payment from patients or their third-party payors. Fee-for-service revenue is reported net of contractual allowances and policy discounts. All services provided are expected to result in cash flows and are therefore reflected as net revenue in the consolidated financial statements. Fee-for-service revenue is recognized in the period in which the services are rendered to specific patients and reduced immediately for the estimated impact of contractual allowances in the case of those patients having third-party payor coverage. The recognition of net revenue (gross charges less contractual allowances) from such visits is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to the Company’s billing center for medical coding and entering into the Company’s billing system and the verification of each patient’s submission or representation at the time services are rendered as to the payor(s) responsible for payment of such services. Revenue is recorded based on the information known at the time of entering of such information into the Company’s billing systems as well as an estimate of the revenue associated with medical services.

Capitation revenue

Capitation revenue (net of capitation withheld to fund risk share deficits) is recognized in the month in which the Company is obligated to provide services. Minor ongoing adjustments to prior months’ capitation, primarily arising from contracted HMOs finalizing monthly patient eligibility data for additions or subtractions of enrollees, are recognized in the month they are communicated to the Company. Managed care revenues of the Company consist primarily of capitated fees for medical services provided by the Company under a provider service agreement (“PSA”) or capitated arrangements directly made with various managed care providers including HMOs and management service organizations. Capitation revenue under the PSA and HMO contracts is prepaid monthly to the Company based on the number of enrollees electing the Company as their healthcare provider. Additionally, Medicare pays capitation using a “Risk Adjustment model,” which compensates managed care organizations and providers based on the health status (acuity) of each individual enrollee. Health plans and providers with higher acuity enrollees will receive more and those with lower acuity enrollees will receive less. Under Risk Adjustment, capitation is determined based on health severity, measured using patient encounter data. Capitation is paid on an interim basis based on data submitted for the enrollee for the preceding year and is adjusted in subsequent periods after the final data is compiled. Positive or negative capitation adjustments are made for Medicare enrollees with conditions requiring more or less healthcare services than assumed in the interim payments. Since the Company cannot reliably predict these adjustments, periodic changes in capitation amounts earned as a result of Risk Adjustment are recognized when those changes are communicated by the health plans to the Company. Additionally, Medicare pays capitation using a “Risk Adjustment Model,” which compensates managed care organizations and providers based on the health status (acuity) of each individual enrollee. Health plans and providers with higher acuity enrollees will receive more and those with lower acuity enrollees will receive less. Under Risk Adjustment, capitation is determined based on health severity, measured using patient encounter data. Capitation is paid on an interim basis based on data submitted for the enrollee for the preceding year and is adjusted in subsequent periods after the final data is compiled. Positive or negative capitation adjustments are made for Medicare enrollees with conditions requiring a different level of healthcare services than assumed in making the interim payments. In prior years, periodic changes in capitation amounts earned as a result of Risk Adjustment were recognized when those changes were communicated by the health plans to the Company. Starting in fiscal year 2017, the Company started to record the estimated amount that it expects to be received from Medicare for Risk Adjustment based on its current data, instead of the initially received capitation, as part of revenue. The Company does not believe that this change resulted in a material change in the amount of revenue recognized.

HMO contracts also include provisions to share in the risk for enrollee hospitalization, whereby the Company can earn additional incentive revenue or incur penalties based upon the utilization of hospital services. Typically, any shared risk deficits are not payable until and unless the Company generates future risk sharing surpluses, or if the HMO withholds a portion of the capitation revenue to fund any risk share deficits. At the termination of the HMO contract, any accumulated risk share deficit is typically extinguished. Due to the lack of access to information necessary to estimate the related costs, shared-risk amounts receivable from the HMOs are only recorded when such amounts are known. Risk pools for the prior contract years are generally final settled in the third or fourth quarter of the following fiscal year.

In addition to risk-sharing revenues, the Company also receives incentives under “pay-for-performance” programs for quality medical care, based on various criteria. These incentives are generally recorded in the third and fourth quarters of the fiscal year and recorded when such amounts are known.

Under full risk capitation contracts, an affiliated hospital enters into agreements with several HMOs, pursuant to which, the affiliated hospital provides hospital, medical, and other healthcare services to enrollees under a fixed capitation arrangement (“Capitation Arrangement”). In addition, under a risk pool sharing agreement, the affiliated hospital and a medical group agree to establish a Hospital Control Program to serve the enrollees, pursuant to which, the medical group is allocated a percentage of the profit or loss, after deductions for costs to the affiliated hospital. The Company typically participates in full risk programs under the terms of a PSA, with health plans whereby the Company is wholly liable for the deficits allocated to the medical group under the arrangement. The related liability is included in medical liabilities in the accompanying consolidated balance sheets as of September 30, 2017 and March 31, 2017. See “Medical Liabilities” below.

Medicare Shared Savings Program Revenue

The Company, through its subsidiary ApolloMed ACO, participates in the MSSP, which is sponsored by CMS. The goal of the MSSP is to improve the quality of patient care and outcomes through more efficient and coordinated approach among providers. The MSSP allows ACO participants to share in cost savings it generates in connection with rendering medical services to Medicare patients. Payments to ACO participants, if any, will be calculated annually by CMS on cost savings generated by the ACO participant relative to the ACO participants’ cost savings benchmark. The MSSP is a program managed by CMS that has an evolving payment methodology. Revenues earned by ApolloMed ACO are uncertain, and, if such amounts are payable by the CMS, they will be paid on an annual basis significantly after the time earned (which may take several years), and will be contingent on various factors, including achievement of the minimum savings rate as determined by MSSP for the relevant period. Such payments are earned and made on an “all or nothing” basis. The Company considers revenue, if any, under the MSSP, as contingent upon the realization of program savings as determined by CMS, and are not considered earned and therefore are not recognized as revenue until notice from CMS that cash payments are to be imminently received.

Hospitalist Agreements

During fiscal year 2017, the Company entered into several hospitalist agreements with hospitals, whereby the Company earns a stipend fee plus a fee based on an agreed percentage of fee-for-service collections. The fee is recorded at an amount net of the portion owed to the hospitals (the Company collects all fees on behalf of the hospitals). The fee revenue is further reduced by a portion subject to quality metrics which is only recorded as revenue upon the Company meeting these metrics. The Company considered the indicators of gross revenue and net revenue reporting under ASC 605-45-45, “Revenue Recognition: Principal Agent Considerations” and determined that revenue from this arrangement is recorded at net.

Next Generation Accountable Care Organization Revenue

Under the NGACO Model, CMS grants APAACO, which is jointly owned by the Company and NMM, a pool of patients to manage (direct care and pay providers) based on a budget established with CMS. APAACO is responsible to manage medical costs for these patients. The patients will receive services from physicians and other medical service providers that are both in-network and out-of-network. The Company receives capitation from CMS on a monthly basis to pay claims from in-network providers. The Company records such capitation received from CMS as revenue as the Company is primarily responsible and liable for managing the patient care and to satisfy provider obligations, is assuming the credit risk for the services provided by in-network providers through its arrangement with CMS, and has control of the funds, the services provided and the process by which the providers are ultimately paid. Claims from out-of-network providers are generally processed or paid by CMS and the Company’s profits or losses in managing the services provided by out-of-network providers are generally determined on an annual basis after reconciliation with CMS. Pursuant to the Company’s risk share agreement with CMS, the Company will be eligible to receive the surplus or be liable for the deficit according to the budget established by CMS based on the Company’s efficiency or lack thereof, respectively, in managing how the patients assigned to APAACO by CMS are served by in-network and out-of-network providers. The Company’s profits or losses on providing such services are both capped by CMS. The Company will recognize such surplus or deficit upon substantial completion of reconciliation and determination of the amounts. In accordance with ASC 605-45-45, “Revenue Recognition: Principal Agent Considerations” the Company records such revenues on the gross basis. 

The Company also has arrangements for billing and payment services with the medical providers within the NGACO network. The Company retains certain defined percentages of the payments made to the providers in exchange for using the Company’s billing and payment services. The revenue for this service is earned as payments are made to medical providers.

For each performance year, APAACO shall submit to CMS its selections for risk arrangement; the amount of a savings/loss cap; alternative payment mechanism; benefits enhancements, if any; and its decision regarding voluntary alignment under the NGACO Model. APAACO must obtain CMS consent before voluntarily discontinuing any benefit enhancement during a performance year.

For each performance year, CMS shall pay APAACO in accordance with the alternative payment mechanism, if any, for which CMS has approved APAACO; the risk arrangement for which APAACO has been approved by CMS; and as otherwise provided in the Participation Agreement. Following the end of each performance year, and at such other times as may be required under the Participation Agreement, CMS will issue a settlement report to APAACO setting forth the amount of any shared savings or shared losses and the amount of other monies owed. If CMS owes APAACO shared savings or other monies owed, CMS shall pay the ACO in full within 30 days after the date on which the relevant settlement report is deemed final, except as provided in the Participation Agreement. If APAACO owes CMS shared losses or other monies owed as a result of a final settlement, APAACO shall pay CMS in full within 30 days after the relevant settlement report is deemed final. If APAACO fails to pay the amounts due to CMS in full within 30 days after the date of a demand letter or settlement report, CMS shall assess simple interest on the unpaid balance at the rate applicable to other Medicare debts under current provisions of law and applicable regulations. In addition, CMS and the U.S. Department of the Treasury may use any applicable debt collection tools available to collect any amounts owed by APAACO.

In October 2017, CMS notified APAACO that it has not been renewed for participation in the AIPBP payment mechanism of the NGACO Model for performance year 2018 due to certain alleged deficiencies in performance by APAACO. APAACO does not believe the allegations by CMS of performance deficiencies are valid or justify the CMS non-renewal determination and is in discussions with CMS regarding possible reversal of such determination. On November 9, 2017, APAACO submitted a request for reconsideration to CMS. If APAACO is not successful in convincing CMS to reverse its decision then the payment mechanism under the NGACO Model would default to traditional FFS. This would result in the loss in monthly revenues and cash flow currently being generated by APAACO, currently at a rate of approximately $9.3 million per month, and would thus have a material adverse effect on ApolloMed’s future revenues and potential cash flow.

Cash and Cash Equivalents

Cash and cash equivalents consists of highly liquid investments with an initial maturity of three months or less at date of purchase to be cash equivalents.

Restricted Cash

Restricted cash primarily consists of cash held as collateral to secure standby letters of credits as required by certain contracts.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable primarily consists of amounts due from third-party payors, including government sponsored Medicare and Medicaid programs, insurance companies, and amounts due from hospitals and patients. Accounts receivable are recorded and stated at the amount expected to be collected.

The Company maintains reserves for potential credit losses on accounts receivable. The Company reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company also regularly analyzes the ultimate collectability of accounts receivable after certain stages of the collection cycle using a look-back analysis to determine the amount of receivables subsequently collected and adjustments are recorded when necessary. Reserves are recorded primarily on a specific identification basis.

Concentrations

Major payors that contributed the following percentage of net revenue of the Company included:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Governmental - Medicare/Medi-Cal		73	%		21.9	%		72.5	%		22.6	%
L.A Care		*	%		*	%		*	%		11.9	%
Allied Physicians		*	%		*	%		*	%		11.3	%

* Represents less than 10%

Receivables from major payors amounted to the following percentage of total accounts receivable:

	September 30,			March 31,
	2017			2017
Governmental - Medicare/Medi-Cal		24.3	%		20.5	%
Allied Physicians		12.5	%		12.8	%

The increase in government revenue is due to APAACO’s new NGACO contract with CMS of approximately $55.7 million that went into effect in the first quarter of fiscal year 2018.

The Company maintains its cash and cash equivalents and restricted cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties. Approximately $32.9 million was in excess of the Federal Deposit Insurance Corporation limits of $250,000 per depositor as of September 30, 2017.

The Company’s business and operations are concentrated in one state, California. Any material changes by California with respect to strategy, taxation and economics of healthcare delivery, reimbursements, financial requirements or other aspects of regulation of the healthcare industry could have an adverse effect on the Company’s operations and cost of doing business.

Medical Liabilities

The Company is responsible for integrated care that the associated physicians and contracted hospitals provide to its enrollees under risk-pool arrangements. The Company provides integrated care to health plan enrollees through a network of contracted providers under sub-capitation and direct patient service arrangements, company-operated clinics and staff physicians. Medical costs for professional and institutional services rendered by contracted providers are recorded as cost of services in the accompanying consolidated statements of operations. Costs for operating medical clinics, including the salaries of medical personnel, are also recorded in cost of services, while non-medical personnel and support costs are included in general and administrative expense.

An estimate of amounts due to contracted physicians, hospitals, and other professional providers is included in medical liabilities in the accompanying consolidated balance sheets. Medical liabilities include claims reported as of the balance sheet date and estimates of incurred but not reported claims (“IBNR”). Such estimates are developed using actuarial methods and are based on many variables, including the utilization of health care services, historical payment patterns, cost trends, product mix, seasonality, changes in membership, and other factors. As APAACO’s NGACO program is new and no sufficient claims history is available, the medical liabilities for the NGACO program are estimated and booked at 100% of the revenue less actual claims processed for or paid to in-network providers (after taking into account the average discount negotiated with the in-network providers). The Company plans to use the traditional lag models as the claims history matures. The estimation methods and the resulting reserves are periodically reviewed and updated. Many of the medical contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of various services. Such differing interpretations may not come to light until a substantial period of time has passed following the contract implementation. The Company has a $20,000 per member professional stop-loss and $200,000 per member stop-loss for Medi-Cal patients in institutional risk pools. Any adjustments to reserves are reflected in current operations.

The Company’s medical liabilities were as follows:

			Year Ended
	Six Months		March 31,
	Ended September 30, 2017		2017
Balance, beginning of period	$	1,768,231	$	2,670,709
Incurred health care costs:
Current year		60,445,600		10,365,502
Claims paid:
Current year		(30,685,463)		(8,524,215)
Prior years		(1,829,866)		(1,881,869)
Total claims paid		(32,515,329)		(10,406,084)
Risk pool settlement		-		814,733
Accrual for net surplus (deficit) from full risk capitation contracts		995,671		(1,676,629)
Balance, end of period	$	30,694,173	$	1,768,231

Deferred Financing Costs

The Company’s costs relating to debt issuance have been deferred and are amortized over the lives of the respective loans, using the effective interest method and is recorded as interest expense in the condensed consolidated statements of operations.

During the six months ended September 30, 2017 and 2016, the Company’s amortization of debt issuance costs amounted to approximately $107,000 and $38,000, respectively.

Stock-Based Compensation

The Company maintains a stock-based compensation program for employees, non-employees, directors and consultants, which is more fully described in Note 6. The value of stock-based awards so measured is recognized as compensation expense on a cumulative straight-line basis over the vesting terms of the awards, adjusted for forfeitures as they occur. The Company sells certain of its restricted common stock to its employees, directors and consultants with a right (but not obligation) of repurchase feature that lapses based on performance of services in the future.

The Company accounts for share-based awards granted to persons other than employees and directors under ASC 505-50, Equity-Based Payments to Non-Employees. As such, the fair value of such shares is periodically re-measured using an appropriate valuation model and income or expense is recognized over the vesting period.

Fair Value of Financial Instruments

The Company’s accounting for Fair Value Measurement and Disclosures defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

Level one — Quoted market prices in active markets for identical assets or liabilities;

Level two — Inputs other than level one inputs that are either directly or indirectly observable; and

Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter.

The carrying amount reported in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates fair value because of the short-term maturity of those instruments. The carrying amount for borrowings under the lines of credit approximate fair value which is determined by using interest rates that are available for similar debt obligations with similar terms at the balance sheet date.

Warrant liabilities

In October 2015, the Company issued a stock purchase warrant (the “Series A Warrant”) to NMM in connection with its purchase of the Company’s Series A convertible preferred stock (the “Series A Preferred Stock”) (see Note 6), which initially required liability classification. The fair value of the warrant liabilities of approximately $2.8 million at March 31, 2016, was estimated using the Monte Carlo valuation model, using the following inputs: term of 4.5 years, risk free rate of 1.13%, no dividends, volatility of 65.7%, share price of $5.93 per share based on the trading price of the Company’s common stock adjusted for marketability discount, and a 0% probability of redemption of the warrant shares issued along with the shares of the Series A Preferred Stock issued to NMM in October 2015. The fair value of the warrant liabilities of approximately $1.5 million as of September 30, 2016, was estimated using the Monte Carlo valuation model which used the following inputs: term of 4.04 years, risk free rate of 0.99%, no dividends, volatility of 61.7%, share price of $4.50 per share based on the trading price of the Company’s common stock adjusted for a marketability discount. As of September 30, 2017 and March 31, 2017, the Company’s outstanding warrants did not require liability classification.

There was no financial instrument measured at fair value on a recurring basis as of September 30, 2017 and March 31, 2017.

There was no Level 3 input measured on a recurring basis in the three months ended September 30, 2017. The following summarizes activity of Level 3 inputs measured on a recurring basis in the six months ended September 30, 2016:

	Warrant
	Liability
Balance at March 31, 2016	$	2,811,111
Gain on change in fair value of warrant liabilities		(1,333,333)
Balance at September 30, 2016	$	1,477,778

The gain on change in fair value of the warrant liabilities of $1,333,333 for the six months ended September 30, 2016 is included in the accompanying condensed consolidated statement of operations. As there was no warrant liability at either March 31, 2017 or September 30, 2017, there is no change in the fair value of warrant liabilities for the six months ended September 30, 2017.

Non-controlling Interests

The non-controlling interests recorded in the Company’s consolidated financial statements includes the equity of PPCs in which the Company has determined that it has a controlling financial interest and for which consolidation is required as a result of management contracts entered into with these entities owned by third-party physicians. The nature of these contracts provide the Company with a monthly management fee to provide the services described above, and as such, the adjustments to non-controlling interests in any period subsequent to initial consolidation would relate to either capital contributions or distributions by the non-controlling parties as well as income or losses attributable to certain non-controlling interests. Non-controlling interests also represent third-party minority equity ownership interests which are majority owned by the Company.

Basic and Diluted Earnings per Share

Basic net income (loss) per share is calculated using the weighted average number of shares of the Company’s common stock issued and outstanding during a certain period, and is calculated by dividing net income (loss) by the weighted average number of shares of the Company’s common stock issued and outstanding during such period. Diluted net income (loss) per share is calculated using the weighted average number of common and potentially dilutive common shares outstanding during the period, using the as-if converted method for secured convertible notes, preferred stock, and the treasury stock method for options and warrants.

The following table sets forth the approximate number of shares excluded from the computation of diluted earnings per share, as their inclusion would be anti-dilutive:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Preferred Stock		1,666,666		1,666,666		1,666,666		1,666,666
Options		1,019,850		487,500		1,099,850		527,500
Warrants		169,500		104,500		1,295,611		114,500
Convertible Notes		514,093		-		514,093		-
		3,370,109		2,258,666		4,576,220		2,308,666

New Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). This new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). This ASU makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation, and the financial statement presentation of excess tax benefits or deficiencies. With respect to the accounting for forfeitures, ASU 2016-09 allows an entity to elect as an accounting policy either to continue to estimate the total number of awards for which the requisite service period will not be rendered (as currently required) or to account for forfeitures when they occur. This entity-wide accounting policy election only applies to service conditions; for performance conditions, the entity continues to assess the probability that such conditions will be achieved. An entity must also disclose its policy election for forfeitures. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. The Company adopted this guidance on April 1, 2017 and chose the option to account for forfeitures as they occur. Such adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 addresses certain aspects of recognition, measurement, presentation and disclosures of financial instruments including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. ASU 2016-01 will become effective for the Company on April 1, 2018. The Company is currently evaluating the guidance to determine the potential impact on its financial condition, results of operations, cash flows and financial statement disclosures.

Recently, the FASB issued the following accounting standard updates related to ASU 2014-09 (Topic 606), Revenue Contracts with Customers:

· ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) in May 2014. ASU 2014-09 requires entities to recognize revenue through the application of a five-step model, which includes identification of the contract, identification of the performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue as the entity satisfies the performance obligations.

· ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”) in March 2016. ASU 2016-08 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on principal versus agent considerations.

· ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”) in April 2016. ASU 2016-10 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas.

· ASU No. 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (SEC Update) (“ASU 2016-11”) in May 2016. ASU 2016-11 rescinds SEC paragraphs pursuant to two SEC Staff Announcements at the March 3, 2016 EITF meeting. The SEC Staff is rescinding SEC Staff Observer comments that are codified in Topic 605 and Topic 932, effective upon adoption of Topic 606.

· ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients in May 2016. ASU 2016-12 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on a few narrow areas and adds some practical expedients to the guidance.

· ASU No. 2016-20, Revenue from Contracts with Customers (Topic 606): Technical Corrections and Improvements (“ASU 2016-20”) in December 2016. ASU 2016-20 does not change the core principle of revenue recognition in Topic 606 but summarizes the technical corrections and improvements to ASU 2014-09 and is effective upon adoption of Topic 606.

These ASUs will become effective for the Company on April 1, 2018. The Company currently anticipates adopting the standard using the modified retrospective method. The Company has begun the process of implementing this standard, including performing a review of its revenue streams to identify any differences in the timing, measurement, or presentation of revenue recognition. The Company currently believes that the primary impact will be changes to the timing of recognition of revenues related to fee-for-service and enhanced financial statement disclosures. The Company will continue to assess the impact on all areas of its revenue recognition, disclosure requirements and changes that may be necessary to its internal controls over financial reporting.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). This ASU provides clarification regarding how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This ASU addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The issues addressed in this ASU that will affect the Company are classifying debt prepayments or debt extinguishment costs and contingent consideration payments made after a business combination. This update is effective for annual and interim periods beginning after December 15, 2017, and interim periods within that reporting period. Early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2016-15 will have on the Company’s consolidated financial statements.

In December 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) (“ASU 2016-18”). The amendments in ASU 2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-17 will become effective for the Company on April 1, 2018. Early adoption is permitted, including adoption in an interim period. The Company is currently assessing the impact the adoption of ASU 2016-18 will have on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). This ASU provides a screen to determine when an asset is not a business, which requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business, which reduces the number of transactions that need to be further evaluated. If the screen is not met, this ASU require that to be considered a business, a set much include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and also remove the evaluation of whether a market participant could replace missing elements. This update is effective for annual and interim periods beginning after December 15, 2017, including interim periods within those periods. The Company is currently assessing the impact the adoption of ASU 2017-01 will have on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). This ASU eliminates Step 2 from the goodwill impairment test if the carrying amount exceeds the fair value of a reporting unit and also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. This update is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently assessing the impact the adoption of ASU 2017-04 will have on the Company’s consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). This ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This update is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. The amendments in this update should be applied prospectively to an award modified on or after the adoption date, The Company is currently assessing the impact the adoption of ASU 2017-09 will have on the Company’s consolidated financial statements.

In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part 1) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception (“ASU 2017-11”). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. The amendments in Part 1 of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in any interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently assessing the impact the adoption of ASU 2017-11 will have on the Company’s consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may materially differ from these estimates under different assumptions or conditions.

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Intangible Assets

6 Months Ended

Sep. 30, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

3. Intangible Assets

Intangible assets, net consisted of the following:

	Weighted		Gross				Net
	Average		September 30,		Accumulated		September 30,
	Life (Yrs.)		2017		Amortization		2017
Indefinite Lived Assets:
Medicare License		N/A	$	704,000	$	-	$	704,000
Amortized Intangible Assets:
Acquired Technology		5		1,312,500		(393,750)		918,750
Network Relationships		5		220,000		(139,333)		80,667
Trade Name		5		102,000		(72,433)		29,567
			$	2,338,500	$	(605,516)	$	1,732,984

	Weighted		Gross				Net
	Average		March 31,		Accumulated		March 31,
	Life (Yrs.)		2017		Amortization		2017
Indefinite Lived Assets:
Medicare License		N/A	$	704,000	$	-	$	704,000
Amortized Intangible Assets:
Acquired Technology		5		1,312,500		(262,500)		1,050,000
Network Relationships		5		220,000		(117,331)		102,669
Trade Name		5		102,000		(54,400)		47,600
			$	2,338,500	$	(434,231)	$	1,904,269

The amortization expense for the six months ended September 30, 2017 and 2016 was approximately $171,000 and $190,000, respectively. The amortization for the three months ended September 30, 2017 and 2016 was approximately $82,000 and $95,000, respectively.

The following table summarizes the approximate expected future amortization expense as of September 30, 2017 of definite-lived intangible assets for each for the four fiscal years ending March 31 thereafter:

2018 (remaining 6 months)	$	163,000
2019		327,000
2020		284,000
2021		254,984
	$	1,028,984

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Accounts Payable and Accrued Liabilities

6 Months Ended

Sep. 30, 2017

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities

4. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following:

	September 30,		March 31,
	2017		2017
Accounts payable	$	2,165,151	$	3,569,011
Accrued compensation		3,649,166		2,860,340
Income taxes payable		391		20,827
Accrued interest		338,604		54,158
Accrued professional fees		888,731		1,379,037
	$	7,042,043	$	7,883,373

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Income Taxes

6 Months Ended

Sep. 30, 2017

Income Tax Disclosure [Abstract]

Income Taxes

5. Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740. Under the liability method, deferred taxes are determined based on differences between the financial statement and tax bases of assets and liabilities using enacted tax rates.

On an interim basis, the Company estimates what its anticipated annual effective tax rate will be and records a quarterly income tax provision (benefit) in accordance with the estimated annual rate, plus the tax effect of certain discrete items that arise during the quarter. As the fiscal year progresses, the Company refines its estimates based on actual events and financial results during the quarter. This process can result in significant changes to the Company’s estimated effective tax rate. When this occurs, the income tax provision (benefit) is adjusted during the quarter in which the estimates are refined so that the year-to-date provision reflects the estimated annual effective tax rate. These changes, along with adjustments to the Company’s deferred taxes and related valuation allowance, may create fluctuations in the overall effective tax rate from quarter to quarter.

Due to overall cumulative losses incurred in recent years, the Company maintained a full valuation allowance against its deferred tax assets as of September 30, 2017 and March 31, 2017.

The Company’s effective tax rate for the three and six months ended September 30, 2017 differed from the U.S. federal statutory rate primarily due to operating losses that receive no tax benefit as a result of a valuation allowance recorded for such losses and the exclusion of loss entities from the Company’s overall estimated annual effective rate calculation under guidance from ASC 740-270-30-26a.

As of September 30, 2017 and March 31, 2017, the Company does not have any unrecognized tax benefits related to various federal and state income tax matters. The Company will recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense.

The Company is subject to U.S. federal income tax as well as income tax of multiple state tax jurisdictions. The Company and its subsidiaries’ state income tax returns are open to audit under the statute of limitations for the years ended January 31, 2013 onwards. The Company does not anticipate material unrecognized tax benefits within the next 12 months.

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Stockholders' Equity

6 Months Ended

Sep. 30, 2017

Stockholders' Equity Note [Abstract]

Stockholders’ Equity

6. Stockholders’ Equity

Series A Preferred Stock

On October 14, 2015, the Company entered into a Securities Purchase Agreement (the “2015 SPA”) with NMM pursuant to which the Company sold to NMM, and NMM purchased from the Company, in a private offering of securities, 1,111,111 units, each unit consisting of one share of the Company’s Series A Preferred Stock and a stock purchase warrant (the “Series A Warrant”) to purchase one share of the Company’s common stock (“Common Stock”) at an exercise price of $9.00 per share. The Series A Preferred Stock has a liquidation preference in the amount of $9.00 per share plus any declared and unpaid dividends. The Series A Preferred Stock can be voted for the number of shares of Common Stock into which the Series A Preferred Stock could then be converted, which initially is one-for-one. The Series A Preferred Stock is convertible into Common Stock, at the option of NMM, at any time after issuance at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions. The Series A Preferred Stock is mandatorily convertible not sooner than the earlier to occur of (i) the later of (x) January 31, 2017 or (y) 60 days after the date on which the Company files its quarterly report on Form 10-Q for the period ending September 30, 2016, or (ii) the date on which the Company receives the written, irrevocable decision of NMM not to require a redemption of the Series A Preferred Stock, if the Company receive aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of the Company’s equity or convertible securities (other than transactions with NMM). The Company has not received at least $5,000,000 in one or more transactions for the sale of its equity or convertible securities to parties other than NMM. The Series A Warrant may be exercised at any time after issuance and through October 14, 2020, for $9.00 per share, subject to adjustment in the event of stock dividends and stock splits. The Series A Warrant is not separately transferable from the Series A Preferred Stock. See Note 2 for information on the fair value of the Series A Warrant. The units sold to NMM under the 2015 SPA initially had a redemption feature, however, as part of the proposed Merger between NMM and the Company (see Note 10), NMM entered into a Consent and Waiver Agreement dated December 21, 2016 (the “NMM Waiver”), pursuant to which NMM has relinquished its right of redemption with respect to its shares of Series A Preferred Stock and Series A Warrants.

Series B Preferred Stock

On March 30, 2016, the Company entered into an additional Securities Purchase Agreement (the “2016 SPA”) with NMM pursuant to which the Company sold to NMM, and NMM purchased from the Company, in a private offering of securities, 555,555 units, each unit consisting of one share of the Company’s Series B Preferred Stock and a stock purchase warrant (the “Series B Warrant”) to purchase one share of Common Stock at an exercise price of $10.00 per share. NMM paid the Company an aggregate $4,999,995 for the units. The Series B Preferred Stock has a liquidation preference in the amount of $9.00 per share plus any declared and unpaid dividends. The Series B can be voted for the number of shares of Common Stock into which the Series B Preferred Stock could then be converted, which initially is one-for-one. The Series B Preferred Stock is convertible into Common Stock, (i) at the option of NMM or (ii) mandatorily at any time prior to and including March 30, 2021, if the Company receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of the Company’s equity or convertible securities (other than transactions with NMM), at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions. The Company has not received at least $5,000,000 in one or more transactions for the sale of its equity or convertible securities to parties other than NMM. The Series B Warrant may be exercised at any time after issuance and through March 30, 2021, for $10.00 per share, subject to adjustment in the event of stock dividends and stock splits. The Series B Warrant is not separately transferable from the Series B Preferred Stock. See Note 2 for information on the fair value of the Series B Warrant.

Common Stock Issuance

During the three months ended September 30, 2017, the Company received warrant exercise notices and proceeds with respect to 19,000 shares of Common Stock. The number of shares of Common Stock that are issued and outstanding as of September 30 and March 31, 2017 is 6,052,518 and 6,033,518, respectively. Common Stock is currently quoted on OTC Pink and traded under the symbol “AMEH.” The Company has applied for listing of its common stock on the NASDAQ Global Market effective as of the closing of the Merger. No assurance can be given that ApolloMed can meet the listing requirements for the NASDAQ Global Market, including at the closing of the Merger, or that ApolloMed’s application will ever be approved.

Equity Incentive Plans

On December 15, 2015, the Company’s Board of Directors (the “Board”) approved the Company’s 2015 Equity Incentive Plan (the “2015 Plan”), pursuant to which 1,500,000 shares of Common Stock were reserved for issuance thereunder. In addition, shares that are subject to outstanding grants under the Company’s 2010 Equity Incentive Plan and 2013 Equity Incentive Plan but that ordinarily would have been restored to such plans reserve due to award forfeitures and terminations will roll into and become available for awards under the 2015 Plan. The 2015 Plan provides for awards, including incentive stock options, non-qualified options, restricted common stock, and stock appreciation rights. The 2015 Plan was approved by the Company’s stockholders at the 2016 Annual Meeting of Stockholders that was held on September 14, 2016. As of September 30, 2017, there were approximately 941,000 shares available for future grants under the 2015 Plan. As of September 30, 2017, there were no shares available for future grants under the 2010 and 2013 Equity Incentive Plans. In May 2017, the Company filed an application with the California Department of Business Oversight (“DBO”), seeking qualification of securities issued under its 2010 and 2015 Equity Incentive Plans under California securities laws. On November 1, 2017, the DBO approved the Company’s qualification application, which qualification will continue to be effective until November 1, 2018.

Options

On April 6, 2017, the Company granted stock options to employees and a director to purchase up to 80,000 shares of Common Stock. Two of the options expire on the 5th anniversary date from date of grant and have an exercise price of $10.18 per share. The remaining options expire on the 10th anniversary date from date of grant and have an exercise price of $9.25 per share. The fair value of the stock option of $572,000 was computed using the Black-Scholes option pricing model, using the following assumptions: expected term – 3-6 years; stock price $9.25 per share; volatility – 109.95% - 134.83%; risk-free interest rate – 1.53% - 2.09%; and zero annual rate of quarterly dividend. All of these stock options vest over a period of 24 months from date of grant.

Stock option activity for the six months ended September 30, 2017 is summarized below:

			Weighted		Weighted		Weighted
			Average		Average		Average
			Per Share		Remaining		Per Share
			Exercise		Life		Intrinsic
	Shares		Price		(Years)		Value
Balance, March 31, 2017		1,165,350	$	4.24		6.64	$	4.86
Granted		80,000		9.71		-		-
Exercised		-		-		-		-
Cancelled/expired		(33,000)		9.62		-		-
Balance, September 30, 2017		1,212,350	$	4.42		6.36	$	5.35
Vested, September 30, 2017		1,040,840	$	4.04		5.92	$	5.74

As of September 30, 2017, total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the Company’s three Equity Incentive Plans was approximately $616,000 and the weighted-average period of years expected to recognize those costs was 1.6 years, which included stock options granted to our executive officers in April 2017 that have subsequently been deemed void and are currently planned to be cancelled without payment by the Company. Until the options are formally cancelled, the Company will continue to accrue compensation cost. The compensation cost with respect to the April 2017 stock options for the six months ended September 30, 2017 was approximately $143,000. None of such stock options have been exercised.

Stock-based compensation expense related to common stock option awards is recognized over their respective vesting periods and was included in the accompanying condensed consolidated statement of operations as follows:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Stock-based compensation expense:
Cost of services	$	-	$	1,227	$	-	$	2,454
General and administrative		195,244		244,814		418,810		491,304
	$	195,244	$	246,041	$	418,810	$	493,758

Warrants

Warrants consisted of the following for the six months ended September 30, 2017:

	Weighted
	Average
	Per Share
	Intrinsic		Number of
	Value		Warrants
Outstanding at March 31, 2017	$	4.68		1,970,166
Granted		-		-
Exercised		5.09		(19,000)
Cancelled		-		-
Outstanding at September 30, 2017	$	1.34		1,951,166

					Weighted				Weighted
					Average				Average
Exercise Price Per		Warrants			Remaining		Warrants		Exercise Price Per
Share		Outstanding			Contractual Life		Exercisable		Share
	$4.00-$5.00		169,500	[1]		0.39		169,500		4.46
	$9.00-$10.00		1,781,666	[2]		3.04		1,781,666		9.37
	$4.00-$10.00		1,951,166			2.81		1,951,166	$	8.94

^[1] Such warrants outstanding as of September 30, 2017 comprise warrants issued in October 2009 in connection with the Company’s 10% Senior Subordinated Callable Convertible Notes and warrants issued in January 2013 in connection with the Company’s 9% Senior Subordinated Callable Convertible Promissory Notes. The 2009 warrants have expired as of the date of this Quarterly Report on Form 10-Q. The 2013 warrants may be exercised at an exercise price of $4.50 per share at any time until the end of January 2018. In addition, in November, 2016, in connection with the acquisition of BAHA, the Company issued to Scott Enderby, D.O., a warrant to purchase 24,000 shares of Common Stock at an exercise price of $4.50 per share.

^[2] In July 2014, in connection with the acquisition of SCHC, the Company issued to Stanley Lau, M.D., and Yih Jen Kok, M.D., warrants to purchase up to 100,000 shares of Common Stock (on a post stock-split basis) at an exercise price of $10.00 per share exercisable until July 21, 2018. In February 2015, in consideration of services rendered to the Company, the Company issued to RedChip Companies, Inc. a warrant to purchase up to 10,000 shares of Common Stock (on a post stock-split basis) at an exercise price of $9.00 per share exercisable until February 20, 2018. In connection with NMM’s investments in the Company, in October, 2015 and March 2016, respectively, the Company issued to NMM a stock purchase warrant (the “Series A Warrant”) to purchase up to 1,111,111 shares of Common Stock at an exercise price of $9.00 per share, and a stock purchase warrant (the “Series B Warrant”) to purchase up to 555,555 shares of Common Stock at an exercise price of $10.00 per share. In November, 2016, in connection with a promissory note issued to Liviu Chindris, M.D., which the Company has repaid in full, the Company issued to Dr. Chindris a warrant to purchase up to 5,000 shares of Common Stock at an exercise price of $9.00 per share.

During the second quarter of fiscal year 2018, the Company received notices for, and proceeds of approximately $85,000 from, the exercise of warrants to purchase to 19,000 shares of Common Stock. In addition, during September 2017, the Company received notices for the exercise of warrants to purchase 21,000 shares of Common Stock for approximately $94,500. The Company, however, had not received proceeds from such exercise, and as a result, the related shares were not recorded as issued and outstanding.

Authorized Stock

As of September 30, 2017, the Company was authorized to issue up to 100,000,000 shares of Common Stock and 5,000,000 shares of its preferred stock.

The number of shares of Series A Preferred Stock and Series B Preferred Stock that are issued and outstanding as of September 30, 2017 is 1,111,111 and 555,555, respectively. The number of shares of Common Stock that are issued and outstanding as of September 30, 2017 is 6,052,518.

The Company is required to reserve and keep available out of the authorized but unissued shares of Common Stock such number of shares sufficient to affect the conversion of all outstanding preferred stock, the exercise of all outstanding warrants exercisable into shares of Common Stock, the conversion of all outstanding notes and accrued interest into shares of Common Stock, and shares granted and available for grant as stock options under the Company’s Equity Incentive Plans. The number of shares of Common Stock reserved for these purposes is as follows as of September 30, 2017:

For warrants outstanding	1,951,166
For stock options outstanding	1,212,350
For debt outstanding and accrued interest	514,093
For preferred stock issued and outstanding	1,666,666
Total	5,344,275

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Debt

6 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Debt

7. Debt

Standby Letters of Credit and Lines of Credit

In January 2013, City National Bank (“CNB”) provided to MMG an irrevocable standby letter of credit for $10,000, which was increased to $500,000 in November, 2014. Such letter of credit renews automatically every 5 months. In December 2016, CNB provided to MMG another irrevocable standby letter of credit for $235,000, which expires December 31, 2017. In March 2017, APAACO established an irrevocable standby letter of credit with a financial institution for $6,699,329 for the benefit of CMS, which expires on December 31, 2018 and will be automatically extended without amendment for additional one-year periods, unless terminated by the institution prior to 90 days from the expiration date. The standby letters of credit are typically collateralized by cash deposits, which are included in restricted cash in the amount of $745,176 and $765,058 on the consolidated balance sheets as of September 30, 2017 and March 31, 2017, respectively.

BAHA has a line of credit of $150,000 with First Republic Bank. Borrowings thereunder bear interest at the prime rate (as defined) plus 3.0% (7.25% and 7.0% per annum at September 30, 2017 and March 31, 2017, respectively). The Company has an outstanding balance of $25,000 and $62,500 as of September 30, 2017 and March 31, 2017, respectively. The line of credit is unsecured.

Restated NMM Note (Related Party)

In connection with the proposed Merger, on January 3, 2017, the Company issued a promissory note to NMM in the amount of $5,000,000 (the “NMM Note”). Interest was due quarterly at the rate of prime plus 1% (or 5.25% at September 30, 2017), with the entire principal balance being due on January 3, 2019. In the event of default, as defined, all unpaid principal and interest will become due and payable.

In connection with the Merger Agreement Amendment No. 2 (see Note 1 “Overview” above and Note 10 “Subsequent Events” below), on October 17, 2017, the original NMM Note was amended and restated (the “Restated NMM Note”) to include, among others, (i) an additional $4,000,000 to be used for working capital, (ii) an extension of the maturity date to the earlier of (A) March 31, 2019 or (B) 12 months after the date the Merger Agreement is terminated (the “Restated NMM Note Maturity Date”), (iii) the increase in the principal amount of the Restated NMM Note to $13,990,000 if the Company fails to pay the Amended Alliance Note (see “Amended Alliance Note” below), in which case NMM will either pay all amounts owed under the Amended Alliance Note or enter into another agreement with Alliance (such that in either case the Amended Alliance Note is cancelled), and (iv) a conversion feature allowing the Restated NMM Note to be converted into shares of Common Stock at $10.00 per share (subject to adjustment for stock splits, dividends, recapitalizations and the like) with such conversion, if exercised in accordance with the terms of the Restated NMM Note, becoming effective on the maturity date.

Under the terms of the Restated NMM Note, the Company must pay NMM successive quarterly installments comprising all accrued and unpaid interest on the principal balance outstanding at the prime rate (as such term is defined in the Restated NMM Note) plus 1%. All outstanding principal and accrued but unpaid interest under the Restated NMM Note is due and payable in full on the Restated NMM Note Maturity Date. The Company may voluntarily prepay the outstanding principal and interest in whole or in part without penalty or premium. Upon the occurrence of an event of default (as such term is defined in the Restated NMM Note), the unpaid principal amount of, and all accrued but unpaid interest on, the Restated NMM Note will become due and payable immediately at the option of NMM. In such event, NMM may, at its option, declare the entire unpaid balance of the Restated NMM Note, together with all accrued interest, applicable fees, and costs and charges, including costs of collection, if any, to be immediately due and payable in cash.

Interest expense associated with the outstanding notes payable amounted to $70,243 and $134,336 for the three and six months ended September 30, 2017, respectively. There was no interest on these notes for the three and six months ended September 30, 2016.

Amended Alliance Note

On March 30, 3017, the Company issued a 6% convertible promissory note to Alliance Apex, LLC (“Alliance”) in the principal amount of $4,990,000 (the “Alliance Note”). On October 16, 2017, the Company and Alliance amended the Alliance Note (the “Amended Alliance Note”) (see Note 10 “Subsequent Events” below). The Amended Alliance Note is due and payable to Alliance on (i) March 31, 2018, or (ii) the date on which the Merger Agreement with NMM is terminated (see Note 1 above), whichever occurs first. Upon the closing of the proposed Merger on or before March 31, 2018, the Amended Alliance Note together with the accrued and unpaid interest, shall automatically be converted into 499,000 shares of Common Stock, at a conversion price of $10.00 per share, subject to adjustment for stock splits, stock dividends, reclassifications and other similar recapitalization transactions. If the Merger is not consummated by March 31, 2018, the Company will be obligated to repay the outstanding principal, together with accrued and unpaid interest, on the Amended Alliance Note within 45 days, which would require a significant amount of cash on hand or the need to raise capital to pay off or refinance the Amended Alliance Note. There can be no assurance that is such event arose, the Company would have sufficient cash on hand to repay the Amended Alliance Note or could raise capital on favorable terms, or at all, to repay the Amended Alliance Note.

In the case of an event of default (as defined in the Alliance Note), the entire outstanding principal and all accrued and unpaid interest under the Alliance Note shall automatically become immediately due and payable, without presentment, demand, protest or notice of any kind. If any other event of default occurs and is continuing, Alliance, by written notice to the Company, may declare the outstanding principal and interest under the Alliance Note to be immediately due and payable. After maturity (by acceleration or otherwise), the unpaid balance (both as to principal and unpaid pre-maturity interest) shall bear interest at a default rate equal to the lesser of (a) 3% over the rate of interest in effect immediately prior to maturity or (ii) the then maximum legal rate allowed under the laws of the State of California. Additionally, the Company shall pay all costs of collection incurred by Alliance, including reasonable attorney’s fees incurred in connection with the Alliance’s reasonable collection efforts. These terms equally apply to the Amended Alliance Note.

As part of the Merger Agreement Amendments No. 1 and No. 2 (see Note 1 “Overview” above), NMM provided a guarantee for the Alliance Note and Amended Alliance Note, which guarantee was considered a debt issuance cost. The Company estimated the debt issuance cost and related warrants issuable for the debt guarantee of $161,000 based on the incremental fair value to a market participant of a similar but unsecured debt instrument without such guarantee using a market rate for an unsecured high yield note of 12.4% and a 25% probability of the note not being converted. As of September 30, 2017 and March 31, 2017, the debt issuance cost associated with the guarantee was approximately $54,000 and $161,000, respectively, and after being offset against the Alliance Note, resulted in a net balance of approximately $4,936,000 and $4,829,000, respectively.

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Commitments and Contingencies

6 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. Commitments and Contingencies

Standby Letters of Credit, Lines of Credit and Outstanding Notes

See Note 7 - “ Debt - Standby Letters of Credit and Lines of Credit ” above.

Lease Commitments

The Company’s lease for its current corporate headquarters, as amended, sets base rent at $ 37,913 per month for the first year and schedules annual increases in base rent each year until the final rental year, which is capped at $ 43,957 per month. The base rent may be abated by up to $ 228,049 subject to other terms of the lease. As of September 30, 2017, deferred rent liability associated with such leases was approximately $ 648,000 .

Employment Agreements

In December 2016, AMM entered into employment agreements with Warren Hosseinion, M.D., Adrian Vazquez, M.D., Gary Augusta and Mihir Shah, which replaced such officers’ previous employment agreements and revised certain term, bonus and severance arrangements. Such agreements, as amended as of the date of this Report, provide annual base salaries in the aggregate amount of $ 1,550,000 for such officers. Each of the new employment agreements has an initial term of three years with automatic annual renewals and provide 20 business days of paid time off per calendar year. Accrued and unused paid time off shall be paid in cash at the end of each calendar year. Under the new employment agreements, each officer is eligible to receive an annual bonus and is granted certain vesting rights and accrued benefits (as such term is defined therein) if his employment is terminated without “cause” (as such term is defined therein) or if he resigns with “good reason” (as such term is defined therein) during the employment term.

Regulatory Matters

The healthcare industry and Medicare and Medicaid programs are subject to numerous laws and regulations of federal, state and local governments, including the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act and the Patient Protection and Affordable Care Act, which are generally are complex and subject to interpretation. These laws and regulations govern matters such as licensure, accreditation, security and privacy of health information, health insurance portability, health insurance exchanges, government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Government activity has continued with respect to investigations and allegations concerning possible violations of such laws and regulations by healthcare providers. Compliance with such laws and regulations can be subject to government review and interpretation. Violations of these laws and regulations may result in significant adverse regulatory actions, including fines, penalties, exclusion from government healthcare programs, repayments for patient services previously billed as well as those unknown or unasserted at this time.

As a risk-bearing organization (“RBO”), the Company is required to follow regulations of the California Department of Managed Health Care (“DMHC”). The Company and its applicable affiliates must comply with a minimum working capital requirement, Tangible Net Equity (“TNE”) requirement, cash-to-claims ratio and claims payment requirements prescribed by the DMHC. TNE is defined as net assets less intangibles, less non-allowable assets (which include amounts due from affiliates), plus subordinated obligations. The DMHC determined that, as of February 28, 2016, MMG, was not in compliance with the DMHC’s positive TNE requirement for a RBO. As a result, the DMHC required MMG to develop and implement a corrective action plan (“CAP”) for such deficiency. MMG’s CAP has been submitted and was approved by DMHC in December 2016. Through a $ 2,000,000 intercompany revolving subordinate loan from AMM dated November 22, 2016, where AMM agreed to subordinate to other creditors its right in and to the repayment of the revolving loan, MMG achieved positive TNE in the third quarter of fiscal year 2017 and has maintained positive TNE to date. The DMHC is in the process of reviewing the Company’s filings for MMG to be taken off the CAP. As of the date of this Quarterly Report on Form 10-Q, the DMHC staff has indicated to the Company that it has no objections to the closing of the CAP. On August 31, 2017, AMM and MMG entered into an amendment to the intercompany revolving loan, increasing the revolving loan commitment from $ 2,000,000 to $ 3,000,000 .

In addition, the Company has from time to time issued securities to investors to raise capital and as compensation to directors, employees and consultants to attract and retain talent. As a result, the Company is subject to federal and state securities laws. Non-compliance with such laws, such as its failing to file information statements for two corporate actions taken by its majority stockholders in written consents in 2012 and 2013, could cause federal or state agencies to take action against the Company, including restricting its ability to issue securities or imposing fines or penalties on it.

Legal Actions and Proceedings

In the ordinary course of the Company’s business, the Company from time to time becomes involved in pending and threatened legal actions and proceedings, most of which involve claims of medical malpractice related to medical services provided by the Company’s affiliated hospitalists. The Company may also become subject to other lawsuits which could involve significant claims and/or significant defense costs. See “ Potential Third-Party Claims ” below. Many of the Company’s payer and provider contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of medical services, which may not come to light until a substantial period of time has passed following contract implementation. Liabilities for claims are recorded when the loss is probable and can be estimated. Any adjustments to reserves are reflected in current operations. As of the date of this Quarterly Report on Form 10-Q, the Company is not a party to any legal proceedings, which the Company expects individually or in the aggregate to have a material adverse effect on the Company’s financial condition, cash flows or results of operations. Nonetheless, the resolution of any claim or litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows or results of operations.

Potential Third-Party Claims

Monteverde & Associates PC, a plaintiffs’ securities law firm, has announced that it is investigating the Company and its board of directors for potential federal law violations and/or breaches of fiduciary duties in connection the Merger. This investigation purportedly focuses on whether the Company and/or its board of directors violated federal securities laws and/or breached their fiduciary duties to the Company’s stockholders by failing to properly value the Merger and failing to disclose all material information in connection with the Merger. While the Company believes that its board of directors and management have faithfully upheld their fiduciary duties in negotiating and executing the Merger for the combined interest of all of the Company’s stockholders, the Company cannot preclude the possibility that this investigation may lead to legal actions and proceedings against the Company.

Liability Insurance

Although the Company currently maintains liability insurance policies on a claims-made basis, which are mainly intended to cover malpractice liability and certain other claims, the coverage must be renewed annually, and may not continue to be available to the Company in future years at acceptable costs, and on favorable terms. In addition, the Company cannot be certain that the Company’s current insurance coverage will be adequate to cover liabilities arising out of claims asserted against the Company, the Company’s affiliated professional organizations or the Company’s affiliated hospitalists in the future where the outcomes of such claims are unfavorable. Liabilities in excess of the Company’s insurance coverage may have a material adverse effect on the Company’s business, financial position, results of operations and cash flows.

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Related Party Transactions

6 Months Ended

Sep. 30, 2017

Related Party Transactions [Abstract]

Related Party Transactions

9. Related Party Transactions

Dr. Thomas Lam, one of the Company’s directors is a significant shareholder and the Chief Executive Officer of NMM. See Note 1 for information on the proposed Merger and NMM’s investments in and loan to the Company.

Mark Fawcett, one of the Company’s directors, was nominated by NNA as its representative on the Board. See Note 10 for information in relation to NNA’s registration rights granted by the Company.

In September 2015, the Company entered into a note receivable with Rob Mikitarian, a minority owner in APS, in the amount of approximately $150,000. The note accrues interest at 3% per annum and is due on or before September 2017. At both September 30, 2017 and March 31, 2017, the balance of the note was approximately $150,000 and is included in other receivables in the accompanying consolidated balance sheets.

In September 2015, the Company entered into a note receivable with Liviu Chindris, M.D., a minority owner in APS, in the amount of approximately $105,000. The note accrues interest at 3% per annum and is due on or before September 2017. As of September 30, 2017, the balance of the note has been paid; and at March 31, 2017, the balance of the note was approximately $105,000 and was included in other receivables in the accompanying consolidated balance sheets. In November, 2016, in connection with a promissory note issued to Dr. Chindris, which the Company has repaid in full, the Company issued Dr. Chindris a warrant to purchase up to 5,000 shares of Common Stock at an exercise price of $9.00 per share, which warrant is currently outstanding (see Note 6 “Stockholders’ Equity - Warrants” above).

During the three and six months ended September 30, 2017, the Company billed NMM approximately $0 and $400,000, respectively, for its 50% share of the costs related to APAACO’s participation in the NGACO Model that the Company had incurred on behalf of APAACO.

In the ordinary course of the Company’s business, the Company, from time to time, grants options to its employees under its Equity Incentive Plans and enters into employment agreements with its employees, including officers. See Note 6 and Note 8 above for addition information.

In addition, affiliates wholly-owned by the Company’s officers, including Dr. Hosseinion, are reported in the accompanying condensed consolidated statement of operations on a consolidated basis, together with the Company’s subsidiaries, and therefore, the Company does not separately disclose transactions between such affiliates and the Company’s subsidiaries as related party transactions.

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Subsequent Events

6 Months Ended

Sep. 30, 2017

Subsequent Events [Abstract]

Subsequent Events

10. Subsequent Events

Amendment No.2 to the Merger Agreement, NMM Note Restatement and Alliance Note Amendment

On October 17, 2017, NMM and the Company entered into an second amendment (the “Merger Agreement Amendment No. 2”) to the Merger Agreement to include, in addition to such number of shares of Common Stock that represents 82% of the total issued and outstanding shares of Common Stock immediately following the consummation of the Merger and warrants to purchase 850,000 shares of Common Stock at an exercise price of $11 per share, the following as NMM shareholders’ merger consideration payable at the closing of the Merger: an aggregate of 2,566,666 common shares and five-year warrants to purchase an aggregate of 900,000 shares of Common Stock exercisable at $10.00 per share, Pursuant to the Merger Agreement Amendment No. 2, NMM also agreed to provide an additional $4,000,000 capital loan to the Company as evidenced by a convertible promissory note in the principal amount of $9,000,000 (the “Restated NMM Note”), which replaces the NMM Note in the principal amount of $5,000,000 (see Note 7 “Debt - Restated NMM Note” above). The Merger Agreement Amendment No. 2 also extended the “End Date” (as defined in the Merger Agreement) from August 31, 2017 to March 31, 2018.

On October 17, 2017, concurrent with the execution of the Merger Agreement Amendment No. 2, the Company issued to NMM the Restated NMM Note to amend, restate and replace the NMM Note, and the entire outstanding principal balance of the NMM Note, all accrued and unpaid interest thereon, and all other applicable fees, costs and charges, if any, shall be rolled into and become payable pursuant to the Restated NMM Note. The Restated NMM Note also extended the maturity date to the earlier of (A) March 31, 2019 or (B) 12 months after the date the Merger Agreement is terminated. Within 10 business days prior to maturity, NMM shall have the right (but not the obligation) in its sole discretion to convert the Restated NMM Note into shares of Common Stock at a conversion price of $10.00 per share (subject to adjustment for stock splits, dividends, recapitalizations and the like). In addition, pursuant to its terms, the principal amount of the Restated NMM Note shall be increased to $13,990,000 if the Company fails to pay the Amended Alliance Note described below, and NMM will either pay all amounts owed under the Amended Alliance Note or enter into another agreement with Alliance (such that in either case the Amended Alliance Note is cancelled). See Note 7 “Debt - Restated NMM Note” above for additional information.

On October 16, 2017, the Company and Alliance Apex, LLC (“Alliance”) amended the Alliance Note to extend the maturity date such that the entire outstanding principal and all accrued and unpaid interest thereon, is due and payable on the earlier of (i) March 31, 2018 or (ii) the date on which the Merger Agreement is terminated, whichever occurs first (the “Alliance Maturity Date”). If the Merger has not been consummated on or before the Alliance Maturity Date, then the outstanding principal balance and interest will be due 45 days after the Alliance Maturity Date. On the business day following closing of the Merger on or before the Alliance Maturity Date, the principal amount of the amended Alliance Note, together with all accrued and unpaid interest thereon, will automatically be converted into shares of Common Stock, at a conversion price of $10.00 per share, subject to adjustment for stock splits, stock dividends, reclassifications and other similar recapitalization transactions. See Note 7 “Debt - Amended Alliance Note” above for addition information. Pursuant to the Restated NMM Note, the principal amount of the Restated NMM Note shall be increased to $13,990,000 if the Company fails to pay the Amended Alliance Note, and NMM will either pay all amounts owed under the Amended Alliance Note or enter into another agreement with Alliance (such that in either case the Amended Alliance Note is cancelled).

Effectiveness of Amended S-4 Registration Statement

On August 11, 2017, NMM and ApolloMed filed a registration statement on Form S-4 with the SEC in connection with the proposed Merger. On October 30, 2017 and November 9, 2017, respectively, NMM and ApolloMed filed an Amendment No. 1 on Form S-4/A and two additional amendments, Amendment No. 2 and Amendment No. 3 on Forms S-4/A, to the August 11, 2017 registration statement. On November 13, 2017, the SEC staff declared the registration statement as amended to be effective.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying condensed consolidated balance sheet at March 31, 2017, has been derived from audited consolidated financial statements. The unaudited condensed consolidated financial statements as of September 30, 2017 and for the six months ended September 30, 2017 and 2016, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2017 as filed with the SEC on June 29, 2017. In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made in the condensed consolidated financial statements. The condensed consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed consolidated financial statements not misleading as required by Regulation S-X, Rule 10-01. Operating results for the three and six months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending March 31, 2018.

Principles of Consolidation

Principles of Consolidation

The Company’s condensed consolidated financial statements include the accounts of Apollo Medical Holdings, Inc. and all its wholly and majority owned subsidiaries as well as all variable interest entities where it is the primary beneficiary, including physician practice corporations (“PPCs”) managed by a subsidiary of the Company under long-term management services agreements (“MSAs”), under which the subsidiary provides and performs all non-medical management and administrative services. Through the MSAs, the Company generally has exclusive authority over all non-medical decision making related to the ongoing business operations of the PPCs. Therefore, the Company typically consolidates the revenue and expenses of a PPC from the date of execution of the applicable MSA. Each MSA typically has a term from 10 to 20 years and is not terminable by the respective PPC (except for a limited number of situations such as material breach by or bankruptcy of the other party). Because, as explained in Note 1, effective on January 1, 2017, the Company no longer holds an explicit or implicit variable interest in LALC and Hendel, the two PPCs are not consolidated as of such date. All intercompany balances and transactions have been eliminated.

Business Combinations

Business Combinations

The Company uses the acquisition method of accounting for all business combinations, which requires assets and liabilities of the acquiree to be recorded at fair value to measure the fair value of the consideration transferred, including contingent consideration, to be determined on the acquisition date, and to account for acquisition related costs separately from the business combination.

Reportable Segments

Reportable Segments

The Company operates as one reportable segment, the healthcare delivery segment. While the Company has determined it has six reporting units, such reporting units do not meet the quantitative threshold under U.S. GAAP to be considered a reportable segment. As such, these reporting units and all related activities are aggregated into a single reportable segment in the Company’s consolidated financial statements.

Revenue Recognition

Revenue Recognition

Revenue consists of contracted, fee-for-service, capitation, MSSP ACO, hospitalist agreements, and NGACO revenue. Revenue is recorded in the period in which services are rendered. Revenue is principally derived from the provision of healthcare staffing services to patients within healthcare facilities and ACO management. The form of billing and related risk of collection for such services may vary by customer. The following is a summary of the principal forms of the Company’s billing arrangements and how net revenue is recognized for each.

Contracted revenue

Contracted revenue represents revenue generated under contracts for which the Company provides physician and other healthcare staffing and administrative services in return for a contractually negotiated fee. Contract revenue consists primarily of billings based on hours of healthcare staffing provided at agreed-to hourly rates. Revenue in such cases is recognized as the hours are worked by the Company’s staff and contractors. Additionally, contract revenue also includes supplemental revenue from hospitals where the Company may have a fee-for-service contract arrangement or provide physician advisory services to the medical staff at a specific facility. Contract revenue for the supplemental billing in such cases is recognized based on the terms of each individual contract. Such contract terms generally either provide for a fixed monthly dollar amount or a variable amount based upon measurable monthly activity, such as hours staffed, patient visits or collections per visit compared to a minimum activity threshold. Such supplemental revenues based on variable arrangements are usually contractually fixed on a monthly, quarterly or annual calculation basis considering the variable factors negotiated in each such arrangement. Such supplemental revenues are recognized as revenue in the period when such amounts are determined to be fixed and therefore contractually obligated as payable by the customer under the terms of the respective agreement. Additionally, the Company derives a portion of the Company’s revenue as a contractual bonus from collections received by the Company’s partners and such revenue is contingent upon the collection of third-party billings. These revenues are not considered earned and therefore not recognized as revenue until actual cash collections are achieved in accordance with the contractual arrangements for such services.

Fee-for-service revenue

Fee-for-service revenue represents revenue earned under contracts in which the Company bills and collects the professional component of charges for medical services rendered by the Company’s contracted physicians. Under the fee-for-service arrangements, the Company bills patients for services provided and receives payment from patients or their third-party payors. Fee-for-service revenue is reported net of contractual allowances and policy discounts. All services provided are expected to result in cash flows and are therefore reflected as net revenue in the consolidated financial statements. Fee-for-service revenue is recognized in the period in which the services are rendered to specific patients and reduced immediately for the estimated impact of contractual allowances in the case of those patients having third-party payor coverage. The recognition of net revenue (gross charges less contractual allowances) from such visits is dependent on such factors as proper completion of medical charts following a patient visit, the forwarding of such charts to the Company’s billing center for medical coding and entering into the Company’s billing system and the verification of each patient’s submission or representation at the time services are rendered as to the payor(s) responsible for payment of such services. Revenue is recorded based on the information known at the time of entering of such information into the Company’s billing systems as well as an estimate of the revenue associated with medical services.

Capitation revenue

Capitation revenue (net of capitation withheld to fund risk share deficits) is recognized in the month in which the Company is obligated to provide services. Minor ongoing adjustments to prior months’ capitation, primarily arising from contracted HMOs finalizing monthly patient eligibility data for additions or subtractions of enrollees, are recognized in the month they are communicated to the Company. Managed care revenues of the Company consist primarily of capitated fees for medical services provided by the Company under a provider service agreement (“PSA”) or capitated arrangements directly made with various managed care providers including HMOs and management service organizations. Capitation revenue under the PSA and HMO contracts is prepaid monthly to the Company based on the number of enrollees electing the Company as their healthcare provider. Additionally, Medicare pays capitation using a “Risk Adjustment model,” which compensates managed care organizations and providers based on the health status (acuity) of each individual enrollee. Health plans and providers with higher acuity enrollees will receive more and those with lower acuity enrollees will receive less. Under Risk Adjustment, capitation is determined based on health severity, measured using patient encounter data. Capitation is paid on an interim basis based on data submitted for the enrollee for the preceding year and is adjusted in subsequent periods after the final data is compiled. Positive or negative capitation adjustments are made for Medicare enrollees with conditions requiring more or less healthcare services than assumed in the interim payments. Since the Company cannot reliably predict these adjustments, periodic changes in capitation amounts earned as a result of Risk Adjustment are recognized when those changes are communicated by the health plans to the Company. Additionally, Medicare pays capitation using a “Risk Adjustment Model,” which compensates managed care organizations and providers based on the health status (acuity) of each individual enrollee. Health plans and providers with higher acuity enrollees will receive more and those with lower acuity enrollees will receive less. Under Risk Adjustment, capitation is determined based on health severity, measured using patient encounter data. Capitation is paid on an interim basis based on data submitted for the enrollee for the preceding year and is adjusted in subsequent periods after the final data is compiled. Positive or negative capitation adjustments are made for Medicare enrollees with conditions requiring a different level of healthcare services than assumed in making the interim payments. In prior years, periodic changes in capitation amounts earned as a result of Risk Adjustment were recognized when those changes were communicated by the health plans to the Company. Starting in fiscal year 2017, the Company started to record the estimated amount that it expects to be received from Medicare for Risk Adjustment based on its current data, instead of the initially received capitation, as part of revenue. The Company does not believe that this change resulted in a material change in the amount of revenue recognized.

HMO contracts also include provisions to share in the risk for enrollee hospitalization, whereby the Company can earn additional incentive revenue or incur penalties based upon the utilization of hospital services. Typically, any shared risk deficits are not payable until and unless the Company generates future risk sharing surpluses, or if the HMO withholds a portion of the capitation revenue to fund any risk share deficits. At the termination of the HMO contract, any accumulated risk share deficit is typically extinguished. Due to the lack of access to information necessary to estimate the related costs, shared-risk amounts receivable from the HMOs are only recorded when such amounts are known. Risk pools for the prior contract years are generally final settled in the third or fourth quarter of the following fiscal year.

In addition to risk-sharing revenues, the Company also receives incentives under “pay-for-performance” programs for quality medical care, based on various criteria. These incentives are generally recorded in the third and fourth quarters of the fiscal year and recorded when such amounts are known.

Under full risk capitation contracts, an affiliated hospital enters into agreements with several HMOs, pursuant to which, the affiliated hospital provides hospital, medical, and other healthcare services to enrollees under a fixed capitation arrangement (“Capitation Arrangement”). In addition, under a risk pool sharing agreement, the affiliated hospital and a medical group agree to establish a Hospital Control Program to serve the enrollees, pursuant to which, the medical group is allocated a percentage of the profit or loss, after deductions for costs to the affiliated hospital. The Company typically participates in full risk programs under the terms of a PSA, with health plans whereby the Company is wholly liable for the deficits allocated to the medical group under the arrangement. The related liability is included in medical liabilities in the accompanying consolidated balance sheets as of September 30, 2017 and March 31, 2017. See “Medical Liabilities” below.

Medicare Shared Savings Program Revenue

The Company, through its subsidiary ApolloMed ACO, participates in the MSSP, which is sponsored by CMS. The goal of the MSSP is to improve the quality of patient care and outcomes through more efficient and coordinated approach among providers. The MSSP allows ACO participants to share in cost savings it generates in connection with rendering medical services to Medicare patients. Payments to ACO participants, if any, will be calculated annually by CMS on cost savings generated by the ACO participant relative to the ACO participants’ cost savings benchmark. The MSSP is a program managed by CMS that has an evolving payment methodology. Revenues earned by ApolloMed ACO are uncertain, and, if such amounts are payable by the CMS, they will be paid on an annual basis significantly after the time earned (which may take several years), and will be contingent on various factors, including achievement of the minimum savings rate as determined by MSSP for the relevant period. Such payments are earned and made on an “all or nothing” basis. The Company considers revenue, if any, under the MSSP, as contingent upon the realization of program savings as determined by CMS, and are not considered earned and therefore are not recognized as revenue until notice from CMS that cash payments are to be imminently received.

Hospitalist Agreements

During fiscal year 2017, the Company entered into several hospitalist agreements with hospitals, whereby the Company earns a stipend fee plus a fee based on an agreed percentage of fee-for-service collections. The fee is recorded at an amount net of the portion owed to the hospitals (the Company collects all fees on behalf of the hospitals). The fee revenue is further reduced by a portion subject to quality metrics which is only recorded as revenue upon the Company meeting these metrics. The Company considered the indicators of gross revenue and net revenue reporting under ASC 605-45-45, “Revenue Recognition: Principal Agent Considerations” and determined that revenue from this arrangement is recorded at net.

Next Generation Accountable Care Organization Revenue

Under the NGACO Model, CMS grants APAACO, which is jointly owned by the Company and NMM, a pool of patients to manage (direct care and pay providers) based on a budget established with CMS. APAACO is responsible to manage medical costs for these patients. The patients will receive services from physicians and other medical service providers that are both in-network and out-of-network. The Company receives capitation from CMS on a monthly basis to pay claims from in-network providers. The Company records such capitation received from CMS as revenue as the Company is primarily responsible and liable for managing the patient care and to satisfy provider obligations, is assuming the credit risk for the services provided by in-network providers through its arrangement with CMS, and has control of the funds, the services provided and the process by which the providers are ultimately paid. Claims from out-of-network providers are generally processed or paid by CMS and the Company’s profits or losses in managing the services provided by out-of-network providers are generally determined on an annual basis after reconciliation with CMS. Pursuant to the Company’s risk share agreement with CMS, the Company will be eligible to receive the surplus or be liable for the deficit according to the budget established by CMS based on the Company’s efficiency or lack thereof, respectively, in managing how the patients assigned to APAACO by CMS are served by in-network and out-of-network providers. The Company’s profits or losses on providing such services are both capped by CMS. The Company will recognize such surplus or deficit upon substantial completion of reconciliation and determination of the amounts. In accordance with ASC 605-45-45, “Revenue Recognition: Principal Agent Considerations” the Company records such revenues on the gross basis. 

The Company also has arrangements for billing and payment services with the medical providers within the NGACO network. The Company retains certain defined percentages of the payments made to the providers in exchange for using the Company’s billing and payment services. The revenue for this service is earned as payments are made to medical providers.

For each performance year, APAACO shall submit to CMS its selections for risk arrangement; the amount of a savings/loss cap; alternative payment mechanism; benefits enhancements, if any; and its decision regarding voluntary alignment under the NGACO Model. APAACO must obtain CMS consent before voluntarily discontinuing any benefit enhancement during a performance year.

For each performance year, CMS shall pay APAACO in accordance with the alternative payment mechanism, if any, for which CMS has approved APAACO; the risk arrangement for which APAACO has been approved by CMS; and as otherwise provided in the Participation Agreement. Following the end of each performance year, and at such other times as may be required under the Participation Agreement, CMS will issue a settlement report to APAACO setting forth the amount of any shared savings or shared losses and the amount of other monies owed. If CMS owes APAACO shared savings or other monies owed, CMS shall pay the ACO in full within 30 days after the date on which the relevant settlement report is deemed final, except as provided in the Participation Agreement. If APAACO owes CMS shared losses or other monies owed as a result of a final settlement, APAACO shall pay CMS in full within 30 days after the relevant settlement report is deemed final. If APAACO fails to pay the amounts due to CMS in full within 30 days after the date of a demand letter or settlement report, CMS shall assess simple interest on the unpaid balance at the rate applicable to other Medicare debts under current provisions of law and applicable regulations. In addition, CMS and the U.S. Department of the Treasury may use any applicable debt collection tools available to collect any amounts owed by APAACO.

In October 2017, CMS notified APAACO that it has not been renewed for participation in the AIPBP payment mechanism of the NGACO Model for performance year 2018 due to certain alleged deficiencies in performance by APAACO. APAACO does not believe the allegations by CMS of performance deficiencies are valid or justify the CMS non-renewal determination and is in discussions with CMS regarding possible reversal of such determination. On November 9, 2017, APAACO submitted a request for reconsideration to CMS. If APAACO is not successful in convincing CMS to reverse its decision then the payment mechanism under the NGACO Model would default to traditional FFS. This would result in the loss in monthly revenues and cash flow currently being generated by APAACO, currently at a rate of approximately $9.3 million per month, and would thus have a material adverse effect on ApolloMed’s future revenues and potential cash flow.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents consists of highly liquid investments with an initial maturity of three months or less at date of purchase to be cash equivalents.

Restricted Cash

Restricted Cash

Restricted cash primarily consists of cash held as collateral to secure standby letters of credits as required by certain contracts.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable primarily consists of amounts due from third-party payors, including government sponsored Medicare and Medicaid programs, insurance companies, and amounts due from hospitals and patients. Accounts receivable are recorded and stated at the amount expected to be collected.

The Company maintains reserves for potential credit losses on accounts receivable. The Company reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company also regularly analyzes the ultimate collectability of accounts receivable after certain stages of the collection cycle using a look-back analysis to determine the amount of receivables subsequently collected and adjustments are recorded when necessary. Reserves are recorded primarily on a specific identification basis.

Concentrations

Concentrations

Major payors that contributed the following percentage of net revenue of the Company included:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Governmental - Medicare/Medi-Cal		73	%		21.9	%		72.5	%		22.6	%
L.A Care		*	%		*	%		*	%		11.9	%
Allied Physicians		*	%		*	%		*	%		11.3	%

* Represents less than 10%

Receivables from major payors amounted to the following percentage of total accounts receivable:

	September 30,			March 31,
	2017			2017
Governmental - Medicare/Medi-Cal		24.3	%		20.5	%
Allied Physicians		12.5	%		12.8	%

The increase in government revenue is due to APAACO’s new NGACO contract with CMS of approximately $55.7 million that went into effect in the first quarter of fiscal year 2018.

The Company maintains its cash and cash equivalents and restricted cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties. Approximately $32.9 million was in excess of the Federal Deposit Insurance Corporation limits of $250,000 per depositor as of September 30, 2017.

The Company’s business and operations are concentrated in one state, California. Any material changes by California with respect to strategy, taxation and economics of healthcare delivery, reimbursements, financial requirements or other aspects of regulation of the healthcare industry could have an adverse effect on the Company’s operations and cost of doing business.

Medical Liabilities

Medical Liabilities

The Company is responsible for integrated care that the associated physicians and contracted hospitals provide to its enrollees under risk-pool arrangements. The Company provides integrated care to health plan enrollees through a network of contracted providers under sub-capitation and direct patient service arrangements, company-operated clinics and staff physicians. Medical costs for professional and institutional services rendered by contracted providers are recorded as cost of services in the accompanying consolidated statements of operations. Costs for operating medical clinics, including the salaries of medical personnel, are also recorded in cost of services, while non-medical personnel and support costs are included in general and administrative expense.

An estimate of amounts due to contracted physicians, hospitals, and other professional providers is included in medical liabilities in the accompanying consolidated balance sheets. Medical liabilities include claims reported as of the balance sheet date and estimates of incurred but not reported claims (“IBNR”). Such estimates are developed using actuarial methods and are based on many variables, including the utilization of health care services, historical payment patterns, cost trends, product mix, seasonality, changes in membership, and other factors. As APAACO’s NGACO program is new and no sufficient claims history is available, the medical liabilities for the NGACO program are estimated and booked at 100% of the revenue less actual claims processed for or paid to in-network providers (after taking into account the average discount negotiated with the in-network providers). The Company plans to use the traditional lag models as the claims history matures. The estimation methods and the resulting reserves are periodically reviewed and updated. Many of the medical contracts are complex in nature and may be subject to differing interpretations regarding amounts due for the provision of various services. Such differing interpretations may not come to light until a substantial period of time has passed following the contract implementation. The Company has a $20,000 per member professional stop-loss and $200,000 per member stop-loss for Medi-Cal patients in institutional risk pools. Any adjustments to reserves are reflected in current operations.

The Company’s medical liabilities were as follows:

			Year Ended
	Six Months		March 31,
	Ended September 30, 2017		2017
Balance, beginning of period	$	1,768,231	$	2,670,709
Incurred health care costs:
Current year		60,445,600		10,365,502
Claims paid:
Current year		(30,685,463)		(8,524,215)
Prior years		(1,829,866)		(1,881,869)
Total claims paid		(32,515,329)		(10,406,084)
Risk pool settlement		-		814,733
Accrual for net surplus (deficit) from full risk capitation contracts		995,671		(1,676,629)
Balance, end of period	$	30,694,173	$	1,768,231

Deferred Financing Costs

Deferred Financing Costs

The Company’s costs relating to debt issuance have been deferred and are amortized over the lives of the respective loans, using the effective interest method and is recorded as interest expense in the condensed consolidated statements of operations.

During the six months ended September 30, 2017 and 2016, the Company’s amortization of debt issuance costs amounted to approximately $107,000 and $38,000, respectively.

Stock-Based Compensation

Stock-Based Compensation

The Company maintains a stock-based compensation program for employees, non-employees, directors and consultants, which is more fully described in Note 6. The value of stock-based awards so measured is recognized as compensation expense on a cumulative straight-line basis over the vesting terms of the awards, adjusted for forfeitures as they occur. The Company sells certain of its restricted common stock to its employees, directors and consultants with a right (but not obligation) of repurchase feature that lapses based on performance of services in the future.

The Company accounts for share-based awards granted to persons other than employees and directors under ASC 505-50, Equity-Based Payments to Non-Employees. As such, the fair value of such shares is periodically re-measured using an appropriate valuation model and income or expense is recognized over the vesting period.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company’s accounting for Fair Value Measurement and Disclosures defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

Level one — Quoted market prices in active markets for identical assets or liabilities;

Level two — Inputs other than level one inputs that are either directly or indirectly observable; and

Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter.

The carrying amount reported in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates fair value because of the short-term maturity of those instruments. The carrying amount for borrowings under the lines of credit approximate fair value which is determined by using interest rates that are available for similar debt obligations with similar terms at the balance sheet date.

Warrant liabilities

In October 2015, the Company issued a stock purchase warrant (the “Series A Warrant”) to NMM in connection with its purchase of the Company’s Series A convertible preferred stock (the “Series A Preferred Stock”) (see Note 6), which initially required liability classification. The fair value of the warrant liabilities of approximately $2.8 million at March 31, 2016, was estimated using the Monte Carlo valuation model, using the following inputs: term of 4.5 years, risk free rate of 1.13%, no dividends, volatility of 65.7%, share price of $5.93 per share based on the trading price of the Company’s common stock adjusted for marketability discount, and a 0% probability of redemption of the warrant shares issued along with the shares of the Series A Preferred Stock issued to NMM in October 2015. The fair value of the warrant liabilities of approximately $1.5 million as of September 30, 2016, was estimated using the Monte Carlo valuation model which used the following inputs: term of 4.04 years, risk free rate of 0.99%, no dividends, volatility of 61.7%, share price of $4.50 per share based on the trading price of the Company’s common stock adjusted for a marketability discount. As of September 30, 2017 and March 31, 2017, the Company’s outstanding warrants did not require liability classification.

There was no financial instrument measured at fair value on a recurring basis as of September 30, 2017 and March 31, 2017.

There was no Level 3 input measured on a recurring basis in the three months ended September 30, 2017. The following summarizes activity of Level 3 inputs measured on a recurring basis in the six months ended September 30, 2016:

	Warrant
	Liability
Balance at March 31, 2016	$	2,811,111
Gain on change in fair value of warrant liabilities		(1,333,333)
Balance at September 30, 2016	$	1,477,778

The gain on change in fair value of the warrant liabilities of $1,333,333 for the six months ended September 30, 2016 is included in the accompanying condensed consolidated statement of operations. As there was no warrant liability at either March 31, 2017 or September 30, 2017, there is no change in the fair value of warrant liabilities for the six months ended September 30, 2017.

Non-controlling Interests

Non-controlling Interests

The non-controlling interests recorded in the Company’s consolidated financial statements includes the equity of PPCs in which the Company has determined that it has a controlling financial interest and for which consolidation is required as a result of management contracts entered into with these entities owned by third-party physicians. The nature of these contracts provide the Company with a monthly management fee to provide the services described above, and as such, the adjustments to non-controlling interests in any period subsequent to initial consolidation would relate to either capital contributions or distributions by the non-controlling parties as well as income or losses attributable to certain non-controlling interests. Non-controlling interests also represent third-party minority equity ownership interests which are majority owned by the Company.

Basic and Diluted Earnings (Loss) per Share

Basic and Diluted Earnings per Share

Basic net income (loss) per share is calculated using the weighted average number of shares of the Company’s common stock issued and outstanding during a certain period, and is calculated by dividing net income (loss) by the weighted average number of shares of the Company’s common stock issued and outstanding during such period. Diluted net income (loss) per share is calculated using the weighted average number of common and potentially dilutive common shares outstanding during the period, using the as-if converted method for secured convertible notes, preferred stock, and the treasury stock method for options and warrants.

The following table sets forth the approximate number of shares excluded from the computation of diluted earnings per share, as their inclusion would be anti-dilutive:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Preferred Stock		1,666,666		1,666,666		1,666,666		1,666,666
Options		1,019,850		487,500		1,099,850		527,500
Warrants		169,500		104,500		1,295,611		114,500
Convertible Notes		514,093		-		514,093		-
		3,370,109		2,258,666		4,576,220		2,308,666

New Accounting Pronouncements

New Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). This new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). This ASU makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation, and the financial statement presentation of excess tax benefits or deficiencies. With respect to the accounting for forfeitures, ASU 2016-09 allows an entity to elect as an accounting policy either to continue to estimate the total number of awards for which the requisite service period will not be rendered (as currently required) or to account for forfeitures when they occur. This entity-wide accounting policy election only applies to service conditions; for performance conditions, the entity continues to assess the probability that such conditions will be achieved. An entity must also disclose its policy election for forfeitures. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. The Company adopted this guidance on April 1, 2017 and chose the option to account for forfeitures as they occur. Such adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 addresses certain aspects of recognition, measurement, presentation and disclosures of financial instruments including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. ASU 2016-01 will become effective for the Company on April 1, 2018. The Company is currently evaluating the guidance to determine the potential impact on its financial condition, results of operations, cash flows and financial statement disclosures.

Recently, the FASB issued the following accounting standard updates related to ASU 2014-09 (Topic 606), Revenue Contracts with Customers:

· ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) in May 2014. ASU 2014-09 requires entities to recognize revenue through the application of a five-step model, which includes identification of the contract, identification of the performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue as the entity satisfies the performance obligations.

· ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”) in March 2016. ASU 2016-08 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on principal versus agent considerations.

· ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”) in April 2016. ASU 2016-10 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas.

· ASU No. 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (SEC Update) (“ASU 2016-11”) in May 2016. ASU 2016-11 rescinds SEC paragraphs pursuant to two SEC Staff Announcements at the March 3, 2016 EITF meeting. The SEC Staff is rescinding SEC Staff Observer comments that are codified in Topic 605 and Topic 932, effective upon adoption of Topic 606.

· ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients in May 2016. ASU 2016-12 does not change the core principle of revenue recognition in Topic 606 but clarifies the implementation guidance on a few narrow areas and adds some practical expedients to the guidance.

· ASU No. 2016-20, Revenue from Contracts with Customers (Topic 606): Technical Corrections and Improvements (“ASU 2016-20”) in December 2016. ASU 2016-20 does not change the core principle of revenue recognition in Topic 606 but summarizes the technical corrections and improvements to ASU 2014-09 and is effective upon adoption of Topic 606.

These ASUs will become effective for the Company on April 1, 2018. The Company currently anticipates adopting the standard using the modified retrospective method. The Company has begun the process of implementing this standard, including performing a review of its revenue streams to identify any differences in the timing, measurement, or presentation of revenue recognition. The Company currently believes that the primary impact will be changes to the timing of recognition of revenues related to fee-for-service and enhanced financial statement disclosures. The Company will continue to assess the impact on all areas of its revenue recognition, disclosure requirements and changes that may be necessary to its internal controls over financial reporting.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). This ASU provides clarification regarding how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This ASU addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The issues addressed in this ASU that will affect the Company are classifying debt prepayments or debt extinguishment costs and contingent consideration payments made after a business combination. This update is effective for annual and interim periods beginning after December 15, 2017, and interim periods within that reporting period. Early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2016-15 will have on the Company’s consolidated financial statements.

In December 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) (“ASU 2016-18”). The amendments in ASU 2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-17 will become effective for the Company on April 1, 2018. Early adoption is permitted, including adoption in an interim period. The Company is currently assessing the impact the adoption of ASU 2016-18 will have on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). This ASU provides a screen to determine when an asset is not a business, which requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business, which reduces the number of transactions that need to be further evaluated. If the screen is not met, this ASU require that to be considered a business, a set much include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and also remove the evaluation of whether a market participant could replace missing elements. This update is effective for annual and interim periods beginning after December 15, 2017, including interim periods within those periods. The Company is currently assessing the impact the adoption of ASU 2017-01 will have on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). This ASU eliminates Step 2 from the goodwill impairment test if the carrying amount exceeds the fair value of a reporting unit and also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. This update is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently assessing the impact the adoption of ASU 2017-04 will have on the Company’s consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). This ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This update is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. The amendments in this update should be applied prospectively to an award modified on or after the adoption date, The Company is currently assessing the impact the adoption of ASU 2017-09 will have on the Company’s consolidated financial statements.

In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part 1) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception (“ASU 2017-11”). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. The amendments in Part 1 of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in any interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently assessing the impact the adoption of ASU 2017-11 will have on the Company’s consolidated financial statements.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may materially differ from these estimates under different assumptions or conditions.

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Schedule of Revenue by Major Customers by Reporting Segments

Major payors that contributed the following percentage of net revenue of the Company included:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Governmental - Medicare/Medi-Cal		73	%		21.9	%		72.5	%		22.6	%
L.A Care		*	%		*	%		*	%		11.9	%
Allied Physicians		*	%		*	%		*	%		11.3	%

* Represents less than 10%

Receivables from major payors amounted to the following percentage of total accounts receivable:

	September 30,			March 31,
	2017			2017
Governmental - Medicare/Medi-Cal		24.3	%		20.5	%
Allied Physicians		12.5	%		12.8	%

Schedule Of Percentage Of Total Accounts Receivable

The Company’s medical liabilities were as follows:

			Year Ended
	Six Months		March 31,
	Ended September 30, 2017		2017
Balance, beginning of period	$	1,768,231	$	2,670,709
Incurred health care costs:
Current year		60,445,600		10,365,502
Claims paid:
Current year		(30,685,463)		(8,524,215)
Prior years		(1,829,866)		(1,881,869)
Total claims paid		(32,515,329)		(10,406,084)
Risk pool settlement		-		814,733
Accrual for net surplus (deficit) from full risk capitation contracts		995,671		(1,676,629)
Balance, end of period	$	30,694,173	$	1,768,231

Fair Value Measurements, Recurring and Nonrecurring

The following summarizes activity of Level 3 inputs measured on a recurring basis in the six months ended September 30, 2016:

	Warrant
	Liability
Balance at March 31, 2016	$	2,811,111
Gain on change in fair value of warrant liabilities		(1,333,333)
Balance at September 30, 2016	$	1,477,778

Basic and Diluted Earnings per Share

The following table sets forth the approximate number of shares excluded from the computation of diluted earnings per share, as their inclusion would be anti-dilutive:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Preferred Stock		1,666,666		1,666,666		1,666,666		1,666,666
Options		1,019,850		487,500		1,099,850		527,500
Warrants		169,500		104,500		1,295,611		114,500
Convertible Notes		514,093		-		514,093		-
		3,370,109		2,258,666		4,576,220		2,308,666

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Intangible Assets (Tables)

6 Months Ended

Sep. 30, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

Intangible assets, net consisted of the following:

	Weighted		Gross				Net
	Average		September 30,		Accumulated		September 30,
	Life (Yrs.)		2017		Amortization		2017
Indefinite Lived Assets:
Medicare License		N/A	$	704,000	$	-	$	704,000
Amortized Intangible Assets:
Acquired Technology		5		1,312,500		(393,750)		918,750
Network Relationships		5		220,000		(139,333)		80,667
Trade Name		5		102,000		(72,433)		29,567
			$	2,338,500	$	(605,516)	$	1,732,984

	Weighted		Gross				Net
	Average		March 31,		Accumulated		March 31,
	Life (Yrs.)		2017		Amortization		2017
Indefinite Lived Assets:
Medicare License		N/A	$	704,000	$	-	$	704,000
Amortized Intangible Assets:
Acquired Technology		5		1,312,500		(262,500)		1,050,000
Network Relationships		5		220,000		(117,331)		102,669
Trade Name		5		102,000		(54,400)		47,600
			$	2,338,500	$	(434,231)	$	1,904,269

Schedule of future amortization expense

The following table summarizes the approximate expected future amortization expense as of September 30, 2017 of definite-lived intangible assets for each for the four fiscal years ending March 31 thereafter:

2018 (remaining 6 months)	$	163,000
2019		327,000
2020		284,000
2021		254,984
	$	1,028,984

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Accounts Payable and Accrued Liabilities (Tables)

6 Months Ended

Sep. 30, 2017

Payables and Accruals [Abstract]

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities consisted of the following:

	September 30,		March 31,
	2017		2017
Accounts payable	$	2,165,151	$	3,569,011
Accrued compensation		3,649,166		2,860,340
Income taxes payable		391		20,827
Accrued interest		338,604		54,158
Accrued professional fees		888,731		1,379,037
	$	7,042,043	$	7,883,373

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Stockholders' Equity (Tables)

6 Months Ended

Sep. 30, 2017

Stockholders' Equity Note [Abstract]

Stock Option Transactions Under Stock Option Plans

Stock option activity for the six months ended September 30, 2017 is summarized below:

			Weighted		Weighted		Weighted
			Average		Average		Average
			Per Share		Remaining		Per Share
			Exercise		Life		Intrinsic
	Shares		Price		(Years)		Value
Balance, March 31, 2017		1,165,350	$	4.24		6.64	$	4.86
Granted		80,000		9.71		-		-
Exercised		-		-		-		-
Cancelled/expired		(33,000)		9.62		-		-
Balance, September 30, 2017		1,212,350	$	4.42		6.36	$	5.35
Vested, September 30, 2017		1,040,840	$	4.04		5.92	$	5.74

Summary of Stock Based Compensation Expense Related To Restricted Stock and Option Awards

Stock-based compensation expense related to common stock option awards is recognized over their respective vesting periods and was included in the accompanying condensed consolidated statement of operations as follows:

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Stock-based compensation expense:
Cost of services	$	-	$	1,227	$	-	$	2,454
General and administrative		195,244		244,814		418,810		491,304
	$	195,244	$	246,041	$	418,810	$	493,758

Warrants Outstanding

Warrants consisted of the following for the six months ended September 30, 2017:

	Weighted
	Average
	Per Share
	Intrinsic		Number of
	Value		Warrants
Outstanding at March 31, 2017	$	4.68		1,970,166
Granted		-		-
Exercised		5.09		(19,000)
Cancelled		-		-
Outstanding at September 30, 2017	$	1.34		1,951,166

					Weighted				Weighted
					Average				Average
Exercise Price Per		Warrants			Remaining		Warrants		Exercise Price Per
Share		Outstanding			Contractual Life		Exercisable		Share
	$4.00-$5.00		169,500	[1]		0.39		169,500		4.46
	$9.00-$10.00		1,781,666	[2]		3.04		1,781,666		9.37
	$4.00-$10.00		1,951,166			2.81		1,951,166	$	8.94

^[1] Such warrants outstanding as of September 30, 2017 comprise warrants issued in October 2009 in connection with the Company’s 10% Senior Subordinated Callable Convertible Notes and warrants issued in January 2013 in connection with the Company’s 9% Senior Subordinated Callable Convertible Promissory Notes. The 2009 warrants have expired as of the date of this Quarterly Report on Form 10-Q. The 2013 warrants may be exercised at an exercise price of $4.50 per share at any time until the end of January 2018. In addition, in November, 2016, in connection with the acquisition of BAHA, the Company issued to Scott Enderby, D.O., a warrant to purchase 24,000 shares of Common Stock at an exercise price of $4.50 per share.

^[2] In July 2014, in connection with the acquisition of SCHC, the Company issued to Stanley Lau, M.D., and Yih Jen Kok, M.D., warrants to purchase up to 100,000 shares of Common Stock (on a post stock-split basis) at an exercise price of $10.00 per share exercisable until July 21, 2018. In February 2015, in consideration of services rendered to the Company, the Company issued to RedChip Companies, Inc. a warrant to purchase up to 10,000 shares of Common Stock (on a post stock-split basis) at an exercise price of $9.00 per share exercisable until February 20, 2018. In connection with NMM’s investments in the Company, in October, 2015 and March 2016, respectively, the Company issued to NMM a stock purchase warrant (the “Series A Warrant”) to purchase up to 1,111,111 shares of Common Stock at an exercise price of $9.00 per share, and a stock purchase warrant (the “Series B Warrant”) to purchase up to 555,555 shares of Common Stock at an exercise price of $10.00 per share. In November, 2016, in connection with a promissory note issued to Liviu Chindris, M.D., which the Company has repaid in full, the Company issued to Dr. Chindris a warrant to purchase up to 5,000 shares of Common Stock at an exercise price of $9.00 per share.

Amount of Shares of Common Stock Reserved

The number of shares of Common Stock reserved for these purposes is as follows as of September 30, 2017:

For warrants outstanding	1,951,166
For stock options outstanding	1,212,350
For debt outstanding and accrued interest	514,093
For preferred stock issued and outstanding	1,666,666
Total	5,344,275

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Description of Business - Additional Information (Detail) - USD ($)		1 Months Ended			3 Months Ended		6 Months Ended
	Nov. 09, 2017	Oct. 17, 2017	Mar. 30, 2017	Jan. 18, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Mar. 31, 2017	Dec. 21, 2016	Nov. 30, 2016	Mar. 31, 2016	Feb. 28, 2015	Jul. 31, 2014
Description Of Business [Line Items]
Retained Earnings (Accumulated Deficit), Total					$ (45,148,985)		$ (45,148,985)		$ (37,654,381)
Class of Warrant or Right, Exercise Price of Warrants or Rights											$ 9.00		$ 9.00	$ 10.00
Cash and Cash Equivalents, at Carrying Value, Total					30,203,773	$ 3,793,502	30,203,773	$ 3,793,502	$ 8,664,211			$ 9,270,010
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total					$ (4,233,120)	$ (1,470,754)	$ (8,066,228)	$ (2,370,132)
Class of Warrant or Right, Number of Securities Called by Warrants or Rights					19,000		19,000						10,000	100,000
Increase (Decrease) in Operating Capital							$ 7,000,000
Warrants To Purchase Common Stock Shares											5,000
Derivative, Underlying Risk, Description				In Arrangement A, the ACO takes 80% of Medicare Part A and Part B risk. In Arrangement B, the ACO takes 100% of Medicare Part A and Part B risk. Under each risk arrangement, the ACO can cap aggregate savings and losses anywhere between 5% to 15%. The cap is elected annually by the ACO. APAACO has opted for Risk Arrangement A and a shared savings and losses cap of 5%.
Payment of Infrastructure Cost				$ 6
Subsequent Event [Member]
Description Of Business [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 11
Debt Instrument, Periodic Payment, Principal		$ 9,000,000
Equity Method Investment, Ownership Percentage		82.00%
Debt Instrument, Face Amount		$ 5,000,000
Warrants To Purchase Common Stock Shares		850,000
Stock Issued During Period, Shares, New Issues		2,566,666
Additional Working Capital Loan		$ 4,000,000
Debt Instrument, Convertible, Conversion Price		$ 10.00
Payment Of Revenue	$ 9,300,000
Subsequent Event [Member] | Common Stock [Member]
Description Of Business [Line Items]
Warrants To Purchase Common Stock Shares		900,000
Common Stock Shares Exercisable Price		$ 10.00
ApolloMed ACO [Member]
Description Of Business [Line Items]
Equity Method Investment, Ownership Percentage				50.00%
Noncontrolling Interest, Ownership Percentage by Parent										18.00%
Network Medical Management, Inc. [Member]
Description Of Business [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 11
Equity Method Investment, Ownership Percentage				50.00%
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			850,000
Noncontrolling Interest, Ownership Percentage by Parent										82.00%
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares			499,000
Network Medical Management, Inc. [Member] | Subsequent Event [Member]
Description Of Business [Line Items]
Debt Instrument, Periodic Payment, Principal		$ 13,990,000
Debt Instrument, Convertible, Conversion Price		$ 10.00

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Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)			3 Months Ended	6 Months Ended
	Nov. 09, 2017	Mar. 16, 2016	Jun. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Mar. 31, 2016
Summary Of Significant Accounting Policies [Line Items]
Cash, Uninsured Amount				$ 32,900,000
Cash, FDIC Insured Amount				250,000
Amortization of Debt Issuance Costs				107,000	$ 38,000
Subsequent Event [Member]
Summary Of Significant Accounting Policies [Line Items]
Payment Of Revenue	$ 9,300,000
Professional Stop Loss [Member]
Summary Of Significant Accounting Policies [Line Items]
Health Care Organization, Patient Service Revenue				20,000
Medi-Cal Patients Stop Loss [Member]
Summary Of Significant Accounting Policies [Line Items]
Health Care Organization, Patient Service Revenue				$ 200,000
Warrant Liability [Member]
Summary Of Significant Accounting Policies [Line Items]
Risk free interest rate		1.13%			0.99%
Expected volatility rate		65.70%			61.70%
Share Price					$ 4.50	$ 5.93
Percentage For Down round financing		0.00%
Financial Liabilities Fair Value Disclosure					$ 1,500,000	$ 2,800,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term		4 years 6 months			4 years 14 days
Warrant [Member]
Summary Of Significant Accounting Policies [Line Items]
Fair Value, Liabilities Measured on Recurring Basis, Change in Unrealized Gain (Loss)					$ 1,333,333
Maximum
Summary Of Significant Accounting Policies [Line Items]
Management agreement, initial term				20 years
Minimum
Summary Of Significant Accounting Policies [Line Items]
Management agreement, initial term				10 years
APA ACO [Member]
Summary Of Significant Accounting Policies [Line Items]
Increase In Government Revenue			$ 55,700,000
Estimated Revenue Percentage				100.00%

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Percentage of Net Revenue and Total Accounts Receivable (Detail)	3 Months Ended				6 Months Ended			12 Months Ended
	Sep. 30, 2017		Sep. 30, 2016		Sep. 30, 2017		Sep. 30, 2016	Mar. 31, 2017
Sales Revenue, Net | Governmental - Medicare/Medi-Cal
Accounts Receivable And Net Revenue [Line Items]
Concentration Risk, Percentage	73.00%		21.90%		72.50%		22.60%
Sales Revenue, Net | L.A Care
Accounts Receivable And Net Revenue [Line Items]
Concentration Risk, Percentage		[1]	0.00%	[1]		[1]	11.90%
Sales Revenue, Net | Allied Physicians [Member]
Accounts Receivable And Net Revenue [Line Items]
Concentration Risk, Percentage		[1]	0.00%	[1]		[1]	11.30%
Accounts Receivable | Governmental - Medicare/Medi-Cal
Accounts Receivable And Net Revenue [Line Items]
Concentration Risk, Percentage					24.30%			20.50%
Accounts Receivable | Allied Physicians [Member]
Accounts Receivable And Net Revenue [Line Items]
Concentration Risk, Percentage					12.50%			12.80%

[1] Represents less than 10%

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Medical Payables (Detail) - USD ($)	6 Months Ended	12 Months Ended
	Sep. 30, 2017	Mar. 31, 2017
Medical Payables [Line Items]
Balance, beginning of period	$ 1,768,231	$ 2,670,709
Incurred health care costs:
Current year	60,445,600	10,365,502
Claims paid:
Current year	(30,685,463)	(8,524,215)
Prior years	(1,829,866)	(1,881,869)
Total claims paid	(32,515,329)	(10,406,084)
Risk pool settlement	0	814,733
Accrual for net surplus (deficit) from full risk capitation contracts	995,671	(1,676,629)
Balance, end of period	$ 30,694,173	$ 1,768,231

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Summary of Activity of Level 3 Inputs Measured on Recurring Basis (Detail)	6 Months Ended
	Sep. 30, 2016 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, beginning of period	$ 2,811,111
Gain on change in fair value of warrant liability	(1,333,333)
Balance, end of period	$ 1,477,778

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Computation of Diluted Earnings Per Share (Detail) - shares	3 Months Ended		6 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Incremental shares assumed issued on exercise of in the money	3,370,109	2,258,666	4,576,220	2,308,666
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Incremental shares assumed issued on exercise of in the money	169,500	104,500	1,295,611	114,500
Preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Incremental shares assumed issued on exercise of in the money	1,666,666	1,666,666	1,666,666	1,666,666
Convertible notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Incremental shares assumed issued on exercise of in the money	514,093	0	514,093	0
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Incremental shares assumed issued on exercise of in the money	1,019,850	487,500	1,099,850	527,500

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Intangible Assets - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Finite Lived Intangible Assets Accumulated Amortization Addition	$ 82,000	$ 95,000	$ 171,000	$ 190,000

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Schedule of intangible assets (Detail) - USD ($)	6 Months Ended	12 Months Ended
	Sep. 30, 2017	Mar. 31, 2017
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross, Total	$ 2,338,500	$ 2,338,500
Intangible Assets, Accumulated Amortization, Total		(434,231)
Intangible Assets, Net	1,732,984	$ 1,904,269
Indefinite Lived Assets, Accumulated Amortization	$ (605,516)
Medicare License
Finite-Lived Intangible Assets [Line Items]
Weighted Average Life (Yrs)	0 years	0 years
Intangible Assets, Gross, Total	$ 704,000	$ 704,000
Intangible Assets, Accumulated Amortization, Total		0
Intangible Assets, Net	704,000	$ 704,000
Indefinite Lived Assets, Accumulated Amortization	$ 0
Acquired Technology
Finite-Lived Intangible Assets [Line Items]
Weighted Average Life (Yrs)	5 years	5 years
Intangible Assets, Gross, Total	$ 1,312,500	$ 1,312,500
Intangible Assets, Accumulated Amortization, Total		(262,500)
Intangible Assets, Net	918,750	$ 1,050,000
Indefinite Lived Assets, Accumulated Amortization	$ (393,750)
Network relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Life (Yrs)	5 years	5 years
Intangible Assets, Gross, Total	$ 220,000	$ 220,000
Intangible Assets, Accumulated Amortization, Total		(117,331)
Intangible Assets, Net	80,667	$ 102,669
Indefinite Lived Assets, Accumulated Amortization	$ (139,333)
Trade name
Finite-Lived Intangible Assets [Line Items]
Weighted Average Life (Yrs)	5 years	5 years
Intangible Assets, Gross, Total	$ 102,000	$ 102,000
Intangible Assets, Accumulated Amortization, Total		(54,400)
Intangible Assets, Net	29,567	$ 47,600
Indefinite Lived Assets, Accumulated Amortization	$ (72,433)

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Schedule of future amortization expense (Detail)	Sep. 30, 2017 USD ($)
Finite-Lived Intangible Assets [Line Items]
2018 (remaining 6 months)	$ 163,000
2019	327,000
2020	284,000
2021	254,984
Total	$ 1,028,984

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Accounts Payable and Accrued Liabilities (Detail) - USD ($)	Sep. 30, 2017	Mar. 31, 2017
Account Payable And Accrued Liabilities [Line Items]
Accounts payable	$ 2,165,151	$ 3,569,011
Accrued compensation	3,649,166	2,860,340
Income taxes payable	391	20,827
Accrued interest	338,604	54,158
Accrued professional fees	888,731	1,379,037
Accounts payable and accrued liabilities	$ 7,042,043	$ 7,883,373

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Stockholders' Equity - Additional Information (Detail) - USD ($)			1 Months Ended	3 Months Ended	6 Months Ended
	Apr. 06, 2017	Oct. 14, 2015	Mar. 30, 2016	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Mar. 31, 2017	Nov. 30, 2016	Mar. 31, 2016	Dec. 15, 2015	Feb. 28, 2015	Jul. 31, 2014
Stockholders Equity Note [Line Items]
Common Stock, shares authorized				100,000,000	100,000,000		100,000,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				19,000	19,000						10,000	100,000
Class of Warrant or Right, Exercise Price of Warrants or Rights								$ 9.00			$ 9.00	$ 10.00
Common Stock, Shares, Issued				6,052,518	6,052,518		6,033,518
Proceeds from Issuance of Common Stock				$ 0	$ 94,500
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized				$ 616,000	$ 616,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition					1 year 7 months 6 days
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price					$ 9.71
Proceeds from Warrant Exercises					$ 85,500	$ 172,000
Common Stock Shares Outstanding				6,052,518	6,052,518		6,033,518
Number Of Warrants Exercised				19,000	19,000
Warrants To Purchase Common Stock Shares								5,000
Class of Warrant or Right, Additinal Number of Securities Called by Warrants or Rights				21,000	21,000
Employee Stock Option [Member]
Stockholders Equity Note [Line Items]
Share-based Compensation					$ 143,000
Series A Preferred Stock [Member]
Stockholders Equity Note [Line Items]
Restricted shares granted to agent		1,111,111
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 9.00
Preferred Stock, Liquidation Preference Per Share		$ 9.00
Preferred Stock, Conversion Basis					The Series A Preferred Stock is mandatorily convertible not sooner than the earlier to occur of (i) the later of (x) January 31, 2017 or (y) 60 days after the date on which the Company files its quarterly report on Form 10-Q for the period ending September 30, 2016, or (ii) the date on which the Company receives the written, irrevocable decision of NMM not to require a redemption of the Series A Preferred Stock, if the Company receive aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of the Companys equity or convertible securities (other than transactions with NMM). The Company has not received at least $5,000,000 in one or more transactions for the sale of its equity or convertible securities to parties other than NMM.
Preferred Stock Shares Authorized				5,000,000	5,000,000		5,000,000
Preferred Stock, Shares Issued				1,111,111	1,111,111		1,111,111
Series B Preferred Stock [Member]
Stockholders Equity Note [Line Items]
Restricted shares granted to agent			555,555
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 10.00
Stock Issued During Period, Value, New Issues			$ 4,999,995
Preferred Stock, Liquidation Preference Per Share			$ 9.00
Preferred Stock, Conversion Basis					(i) at the option of NMM or (ii) mandatorily at any time prior to and including March 30, 2021, if the Company receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of the Companys equity or convertible securities (other than transactions with NMM), at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions. The Company has not received at least $5,000,000 in one or more transactions for the sale of its equity or convertible securities to parties other than NMM.
Preferred Stock Shares Authorized				5,000,000	5,000,000		5,000,000
Preferred Stock, Shares Issued				555,555	555,555		555,555
Series B Warrant [Member]
Stockholders Equity Note [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights									555,555
Class of Warrant or Right, Exercise Price of Warrants or Rights									$ 10.00
warrants 2013 [Member]
Stockholders Equity Note [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 4.50	$ 4.50
Warrants To Purchase Common Stock Shares								24,000
Series A Warrant [Member]
Stockholders Equity Note [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights									1,111,111
Class of Warrant or Right, Exercise Price of Warrants or Rights									$ 9.00
Directors
Stockholders Equity Note [Line Items]
Share price	$ 9.25
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross	80,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 10.18
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 572,000
Directors | Maximum
Stockholders Equity Note [Line Items]
Expected volatility rate	134.83%
Risk free interest rate	2.09%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	6 years
Directors | Minimum
Stockholders Equity Note [Line Items]
Expected volatility rate	109.95%
Risk free interest rate	1.53%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	3 years
2015 Equity Incentive Plan
Stockholders Equity Note [Line Items]
Equity incentive plan, shares authorized for issuance				941,000	941,000					1,500,000

XML

Stock Option Activity (Detail) - $ / shares	6 Months Ended	12 Months Ended
	Sep. 30, 2017	Mar. 31, 2017
Shares
Beginning balance	1,165,350
Granted	80,000
Exercised	0
Cancelled/expired	(33,000)
Ending balance	1,212,350	1,165,350
Vested and exercisable	1,040,840
Weighted Average Per Share Exercise Price
Beginning balance	$ 4.24
Granted	9.71
Exercised	0
Cancelled/expired	9.62
Ending balance	4.42	$ 4.24
Vested and exercisable	$ 4.04
Weighted Average Remaining Life (Years)
Balance	6 years 4 months 10 days	6 years 7 months 20 days
Granted	0 years
Exercised	0 years
Cancelled/expired	0 years
Vested and exercisable	5 years 11 months 1 day
Weighted Average Per Share Intrinsic Value
Beginning Balance	$ 4.86
Granted	0
Exercised	0
Cancelled/expired	0
Ending balance	5.35	$ 4.86
Vested and exercisable	$ 5.74

XML

Summary of Stock-Based Compensation Expense Related to Common Stock and Common Stock Option Awards (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Summary Of Stock Based Compensation Expense Related To Common Stock and Common Stock Option Awards [Line Items]
Stock-based compensation expense	$ 195,244	$ 246,041	$ 418,810	$ 493,758
Cost of services
Summary Of Stock Based Compensation Expense Related To Common Stock and Common Stock Option Awards [Line Items]
Stock-based compensation expense	0	1,227	0	2,454
General and administrative
Summary Of Stock Based Compensation Expense Related To Common Stock and Common Stock Option Awards [Line Items]
Stock-based compensation expense	$ 195,244	$ 244,814	$ 418,810	$ 491,304

XML

Warrants Outstanding (Detail) - $ / shares	3 Months Ended	6 Months Ended
	Sep. 30, 2017	Sep. 30, 2017
Class of Warrant or Right [Line Items]
Weighted Average Per Share Intrinsic Value, Outstanding		$ 4.68
Weighted Average Per Share Intrinsic Value, Granted		0
Weighted Average Per Share Intrinsic Value, Exercised		5.09
Weighted Average Per Share Intrinsic Value, Cancelled		0
Weighted Average Per Share Intrinsic Value, Outstanding	$ 1.34	$ 1.34
Number of warrants, Outstanding		1,970,166
Number of warrants, Granted		0
Number of warrants, Exercised	(19,000)	(19,000)
Number of warrants, Cancelled		0
Number of warrants, Outstanding	1,951,166	1,951,166

XML

Warrants (Detail) - $ / shares		6 Months Ended
		Sep. 30, 2017	Nov. 30, 2016	Feb. 28, 2015	Jul. 31, 2014
Class of Warrant or Right [Line Items]
Exercise Price Per Share			$ 9.00	$ 9.00	$ 10.00
Warrant Exercise Price Range One 4.00 - 5.00
Class of Warrant or Right [Line Items]
Warrants outstanding	[1]	169,500
Weighted average remaining contractual life		4 months 20 days
Warrants exercisable		169,500
Weighted average exercise price per share		$ 4.46
Warrant Exercise Price Range One 4.00 - 5.00 | Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise Price Per Share		5.00
Warrant Exercise Price Range One 4.00 - 5.00 | Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise Price Per Share		$ 4.00
Warrant Exercise Price Range Two 9.00 - 10.00
Class of Warrant or Right [Line Items]
Warrants outstanding	[2]	1,781,666
Weighted average remaining contractual life		3 years 14 days
Warrants exercisable		1,781,666
Weighted average exercise price per share		$ 9.37
Warrant Exercise Price Range Two 9.00 - 10.00 | Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise Price Per Share		10.00
Warrant Exercise Price Range Two 9.00 - 10.00 | Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise Price Per Share		$ 9.00
Warrant Exercise Price Range Three 4.00 - 10.00
Class of Warrant or Right [Line Items]
Warrants outstanding		1,951,166
Weighted average remaining contractual life		2 years 9 months 22 days
Warrants exercisable		1,951,166
Weighted average exercise price per share		$ 8.94
Warrant Exercise Price Range Three 4.00 - 10.00 | Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise Price Per Share		10.00
Warrant Exercise Price Range Three 4.00 - 10.00 | Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise Price Per Share		$ 4.00

[1] Such warrants outstanding as of September 30, 2017 comprise warrants issued in October 2009 in connection with the Company’s 10% Senior Subordinated Callable Convertible Notes and warrants issued in January 2013 in connection with the Company’s 9% Senior Subordinated Callable Convertible Promissory Notes. The 2009 warrants have expired as of the date of this Quarterly Report on Form 10-Q. The 2013 warrants may be exercised at an exercise price of $4.50 per share at any time until the end of January 2018. In addition, in November, 2016, in connection with the acquisition of BAHA, the Company issued to Scott Enderby, D.O., a warrant to purchase 24,000 shares of Common Stock at an exercise price of $4.50 per share.

[2] In July 2014, in connection with the acquisition of SCHC, the Company issued to Stanley Lau, M.D., and Yih Jen Kok, M.D., warrants to purchase up to 100,000 shares of Common Stock (on a post stock-split basis) at an exercise price of $10.00 per share exercisable until July 21, 2018. In February 2015, in consideration of services rendered to the Company, the Company issued to RedChip Companies, Inc. a warrant to purchase up to 10,000 shares of Common Stock (on a post stock-split basis) at an exercise price of $9.00 per share exercisable until February 20, 2018. In connection with NMM’s investments in the Company, in October, 2015 and March 2016, respectively, the Company issued to NMM a stock purchase warrant (the “Series A Warrant”) to purchase up to 1,111,111 shares of Common Stock at an exercise price of $9.00 per share, and a stock purchase warrant (the “Series B Warrant”) to purchase up to 555,555 shares of Common Stock at an exercise price of $10.00 per share. In November, 2016, in connection with a promissory note issued to Liviu Chindris, M.D., which the Company has repaid in full, the Company issued to Dr. Chindris a warrant to purchase up to 5,000 shares of Common Stock at an exercise price of $9.00 per share.

XML

Amount of Shares of Common Stock Reserved (Detail) - shares	Sep. 30, 2017	Mar. 31, 2017
Stock Option Outstanding [Line Items]
For warrants outstanding	1,951,166	1,970,166
For stock options outstanding	1,212,350	1,165,350
For debt outstanding and accrued interest	514,093
For preferred stock issued and outstanding	1,666,666
Total	5,344,275

XML

Debt - Additional Information (Detail) - USD ($)	1 Months Ended				3 Months Ended	6 Months Ended
	Oct. 17, 2017	Mar. 31, 2017	Mar. 30, 2017	Dec. 31, 2016	Sep. 30, 2017	Sep. 30, 2017	Jan. 03, 2017	Nov. 30, 2014	Jan. 31, 2013
Convertible Notes Payable, Current		$ 4,829,000			$ 4,936,333	$ 4,936,333
Debt Issuance Costs, Current, Net		161,000			53,667	$ 53,667
Debt Instrument, Interest Rate, Basis for Effective Rate						prime rate (as such term is defined in the Restated NMM Note) plus 1%
Interest Expense, Borrowings					$ 70,243	$ 134,336
Subsequent Event [Member]
Debt Instrument, Face Amount	$ 5,000,000
Debt Instrument, Maturity Date	Mar. 31, 2019
Debt Instrument, Convertible, Conversion Price	$ 10.00
Additional Working Capital Loan	$ 4,000,000
Debt Instrument, Periodic Payment, Principal	$ 9,000,000
Unsecured Debt [Member]
Debt Instrument, Interest Rate, Stated Percentage					12.40%	12.40%
Percentage of Note Not Being Converted					25.00%	25.00%
Network Medical Management, Inc. [Member]
Debt Instrument, Face Amount							$ 5,000,000
Debt Instrument, Interest Rate, Stated Percentage					5.25%	5.25%
Debt Instrument, Interest Rate, Basis for Effective Rate						prime plus 1%
Network Medical Management, Inc. [Member] | Subsequent Event [Member]
Debt Instrument, Convertible, Conversion Price	$ 10.00
Debt Instrument, Periodic Payment, Principal	$ 13,990,000
Restricted Cash [Member]
Debt Instrument, Collateral Amount		765,058			$ 745,176	$ 745,176
Standby Letters of Credit [Member]
Debt Instrument, Face Amount		$ 6,699,329
Debt Instrument, Maturity Date		Dec. 31, 2018
First Republic Bank [Member] | Line of Credit [Member]
Debt Instrument, Face Amount					$ 150,000	$ 150,000
Debt Instrument, Description of Variable Rate Basis						3.0%
Debt Instrument, Interest Rate, Effective Percentage		7.00%			7.25%	7.25%
Long-term Line of Credit		$ 62,500			$ 25,000	$ 25,000
City National Bank [Member] | Standby Letters of Credit [Member]
Debt Instrument, Face Amount				$ 235,000				$ 500,000	$ 10,000
Debt Instrument, Maturity Date				Dec. 31, 2017
Convertible Promissory Note [Member]
Debt Instrument, Face Amount			$ 4,990,000
Debt Instrument, Interest Rate, Stated Percentage			6.00%
Debt Conversion, Converted Instrument, Shares Issued			499,000
Debt Instrument, Convertible, Conversion Price			$ 10.00

XML

Commitments and Contingencies - Additional Information (Detail) - USD ($)	1 Months Ended	6 Months Ended
	Dec. 31, 2016	Sep. 30, 2017	Aug. 31, 2017	Mar. 31, 2017	Nov. 22, 2016
Commitments And Contingencies [Line Items]
Operating Leases, Rent Expense, Minimum Rentals		$ 37,913
Deferred Rent Credit, Noncurrent		683,504		$ 747,418
Revolving Loan Commitment [Member]
Commitments And Contingencies [Line Items]
Revolving Loan Commitment					$ 2,000,000
Minimum [Member]
Commitments And Contingencies [Line Items]
Operating Leases, Rent Expense, Contingent Rentals		43,957
Revolving Loan Commitment			$ 2,000,000
Maximum [Member]
Commitments And Contingencies [Line Items]
Revolving Loan Commitment			$ 3,000,000
New Premises [Member]
Commitments And Contingencies [Line Items]
Deferred Rent Credit, Noncurrent		648,000
New Premises [Member] | Minimum [Member]
Commitments And Contingencies [Line Items]
Operating Leases, Rent Expense, Contingent Rentals		$ 228,049
Warren Hosseinion [Member]
Commitments And Contingencies [Line Items]
Salaries, Wages and Officers' Compensation, Total	$ 1,550,000
Adrian Vazquez [Member]
Commitments And Contingencies [Line Items]
Salaries, Wages and Officers' Compensation, Total	1,550,000
Gray Augusta [Member]
Commitments And Contingencies [Line Items]
Salaries, Wages and Officers' Compensation, Total	1,550,000
Mihir Shah [Member]
Commitments And Contingencies [Line Items]
Salaries, Wages and Officers' Compensation, Total	$ 1,550,000

XML

Related Party Transactions - Additional Information (Detail) - USD ($)	3 Months Ended	6 Months Ended
	Sep. 30, 2017	Sep. 30, 2017	Mar. 31, 2017	Nov. 30, 2016	Sep. 30, 2015	Feb. 28, 2015	Jul. 31, 2014
Accounts and Other Receivables, Net, Current	$ 372,334	$ 372,334	$ 464,085
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	19,000	19,000				10,000	100,000
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 9.00		$ 9.00	$ 10.00
Network Medical Management [Member]
Payments to Acquire Businesses, Gross	$ 0	$ 400,000
Rob Mikitarian [Member] | Notes Receivable [Member]
Debt Instrument, Face Amount					$ 150,000
Debt Instrument, Interest Rate, Effective Percentage					3.00%
Accounts and Other Receivables, Net, Current	150,000	150,000	150,000
Dr. Liviu Chindris [Member] | Notes Receivable [Member]
Debt Instrument, Face Amount					$ 105,000
Debt Instrument, Interest Rate, Effective Percentage					3.00%
Liviu Chindris [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				5,000
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 9.00
Liviu Chindris [Member] | Notes Receivable [Member]
Accounts and Other Receivables, Net, Current	$ 105,000	$ 105,000	$ 105,000
APA ACO, Inc [Member]
Equity Method Investment, Ownership Percentage	50.00%	50.00%

XML

Subsequent Events - Additional Information (Detail) - USD ($)		1 Months Ended
	Oct. 16, 2017	Oct. 17, 2017	Mar. 30, 2017	Jan. 18, 2017	Nov. 30, 2016	Feb. 28, 2015	Jul. 31, 2014
Subsequent Event [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 9.00	$ 9.00	$ 10.00
Warrants To Purchase Common Stock Shares					5,000
Network Medical Management, Inc. [Member]
Subsequent Event [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 11
Equity Method Investment, Ownership Percentage				50.00%
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues		2,566,666
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 11
Debt Instrument, Face Amount		$ 5,000,000
Equity Method Investment, Ownership Percentage		82.00%
Additional Working Capital Loan		$ 4,000,000
Debt Instrument, Periodic Payment, Principal		$ 9,000,000
Warrant Term		5 years
Debt Instrument, Convertible, Conversion Price		$ 10.00
Warrants To Purchase Common Stock Shares		850,000
Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Common Stock Shares Exercisable Price		$ 10.00
Warrants To Purchase Common Stock Shares		900,000
Subsequent Event [Member] | Alliance Apex, LLC [Member]
Subsequent Event [Line Items]
Debt Instrument, Periodic Payment, Principal	$ 13,990,000
Debt Instrument, Convertible, Conversion Price	$ 10.00
Subsequent Event [Member] | Network Medical Management, Inc. [Member]
Subsequent Event [Line Items]
Debt Instrument, Periodic Payment, Principal		$ 13,990,000
Debt Instrument, Convertible, Conversion Price		$ 10.00