Jon C. Bates
Thank you, Tom, and good morning, everyone. I was going to go over a couple of different topics today, some Tom discussed and some others as well. And first of all, I want to provide some background and color on the recent delay in the filing of our second quarter 2025 10-Q and our time line for completing all the necessary filings. Then I'll follow up with some key financial data for the second quarter, June 2025 and the six months ended June 2025 period that we believe will be unaffected by the accounting issue that led to this delay, highlighting the continued positive trend the company has experienced since the fourth quarter of 2024 with no fundamental changes in our operational model. So let's first discuss the details around the delay in our second quarter 2025 10-Q filing that was noted in our current report on Form 8-K dated August 20, 2025. During the preparation of our financials to be included in the company's second quarter 10-Q filing, we reevaluated the accounting treatment of stock-based compensation obligations for certain under construction and ramping hospitals under U.S. GAAP accounting standards. In our go-public merger transaction with Clinigen back in April 2022, we entered into earn-out agreements with the former owners of those hospitals for payments of additional consideration after these facilities become operational. These obligations were recorded to equity and stock compensation expense. However, based on our reevaluation of the accounting treatment, we have determined that the obligation should be classified as liability and not equity along the way. We are also making changes in how the accounting recorded for those obligations are determined. But based upon this work, while the adjustments we are anticipating are noncash in nature, the quantitative impacts of these changes are material to the financial statements filed in our 10-Q for the quarter ended March 31, 2025, and filed in our Form 10-K for the year end December 31, 2024. So on August 24 of '25, we filed the Form 8-K stating that these SEC statements should not be relied upon until we complete corrections and make amended filings with the SEC. And we're working with the auditors on this restatement at present. But based on our preliminary calculations, just to give you some perspective, the estimated impact of the corrections is as follows: Total liabilities as of December 31, 2024, would increase by approximately a range of $10 million to $20 million with a corresponding decrease in reported equity on the balance sheet. And the total liabilities as of March 31, 2025, would increase by approximately a range of $20 million to $50 million with a corresponding decrease in reported equity in the balance sheet. And the net income for the three months ended March 31, 2025 is expected to increase by a range of between $2 million and $10 million as a result of this. And these obligations and expenses are noncash as they are exclusively for stock-based compensation. The corrections have no impact on previously reported amounts for key financial statement line items such as revenue, gross profit, liquidity, working capital, short- and long-term debt, operating cash flow, adjusted EBITDA or the number of patient visits, just to name a few. While adjusted EBITDA is a non-GAAP measure, we feel it highlights the important trend in our operating results by excluding significant noncash items reported in net income as required by GAAP. So we are working to address the corrections quickly while we continue to execute our company's operating and growth plans. Now as mentioned before, August 20, 2025, I mentioned now, the company did receive a notice from NASDAQ notifying the company that due to the company's failure to timely file its June 30, 2025, Form 10-Q with the SEC, the company has 60 calendar days or until October 20, 2025, from the date of the notice to file its June 30, 2025, Form 10-Q. The company plans to complete this process within this time line and will provide updates as necessary along the way if anything changes. Next, let's discuss some of the key financial data for the second quarter 2025 and then the six month ended June of 2025 period that we believe will be unaffected by the accounting issue that led to this delay. First of all, financial highlights for the three months ended June 30, 2025. As Tom mentioned earlier, total revenue was $244 million for the three months ended June of '25 as compared to total revenue of $76.1 million for the same period in 2024, an increase of 220%. The Hospital Division drove most of this growth, generating $236.3 million, up 350% from $76.1 million in the second quarter of 2024. Now of the $236 million in hospital revenue, $167.7 million related to the independent dispute resolution revenue, which amounts to approximately 71%. And revenue from mature hospitals, which are hospitals opened prior to December 31, 2021, increased by 203% in 2025 compared to 2024. Additionally, the Population Health Division revenue increased by $0.8 million or 9.2% to $7.7 million in the second quarter of '25 from $8.5 million in the same period in 2024. Now with regard to arbitration-related revenue, we have continued to submit between 60% to 70% of our business through the independent dispute resolution process. We have also won a legal determination on 85-plus percent of the claims submitted, and we currently have an average collection rate of 75-plus percent of the legal determination wins. And arbitration costs have remained relatively consistent, approximating between 26% to 28% of the arbitration revenue reflected. From a corporate cost perspective, the G&A expenses as a percentage of total revenue for the second quarter of 2025 decreased to 5.1% compared to 14% for the second quarter of 2024, showing our continued focus on controlling costs while improving revenue. Gross profit was $125 million for this time period or 51.1% of total revenue as compared to the gross profit of $22.6 million or 29.7% of total revenue for the same period in 2024. Regarding visits at the Hospital Division, they were 45,573 for the three months ended June of '25 as compared to 41,208 for the same period in '24, an increase of 4,365 visits or 10.6%. And visits at mature hospitals increased by 0.6% in the three months ended June as compared to the same period in 2024. And then for the three months ended June, the company did collect $175 million on hospital revenue, which was the highest collection amount for any quarter and $109 million or roughly 62% of the collections related to the arbitration revenue. Adjusted EBITDA was $71.6 million for the three months ended June of 2025 as compared to $6.8 million for the same period in 2024. And then operating cash flow was $27.1 million for the three months ended June as compared to $13.3 million for the same period in 2024. Now I'll move on to the -- some of the highlights for the six months ended June of 2025. Total revenue was $455.8 million for the 6 months as compared to total revenue of $143.5 million for the same period in 2024, an increase of 217.5%. Hospital Division drove most of this growth, generating $440.2 million, up 244.9% from $127.6 million in the first half of 2024. Of the $440.2 million in hospital revenue, $280.8 million related to IDR revenue, which amounts to approximately 64%. Revenue from the mature hospitals, which are hospitals opened prior to December 31 of '21, increased by 195.2% in '25 compared to '24. Additionally, the Population Health Division, its revenue decreased by $0.4 million or 2.4% to $15.5 million in the first half of '25 from $15.9 million in 2024. Related to arbitration costs, again, approximately 26% to 28% of the arbitration revenue was attributed to the cost of arbitration. Gross profit was a very strong $243.1 million or 53.3% of total revenue for the six months ended June of 2025 as compared to a gross profit of $32.7 million or $22.8 million of total revenue for the same period in 2024. From a corporate cost perspective, G&A again as a percentage of total revenue in the first half -- for the first half of 2025 decreased to 4.9% from 13.4% for the first half of 2024, again showing our continued focus on controlling costs and again, improving net revenue. Total revenue at the Hospital Division -- excuse me, total visits at the Hospital Division were 93,842 for the six months ended June '25 as compared to 81,276 for the same period in 2024, an increase of 12,566 visits or 15.5% and business at mature hospitals increased by 3% in the six months ended June '25 as compared to the same period in '24. For the 6 months ended June of '25, the company did collect $311 million in cash, the highest collection amount for the first 2 quarters of any year, $172 million or roughly 55% of the collections related to arbitration revenue. Adjusted EBITDA was $144.4 million for that 6-month period as compared to $6.4 million for the same period in '24. Operating cash flow was $78.1 million for the six months ended June of '25 as compared to $16.1 million for the same period in 2024. As of June 30, 2025, the company had total assets of just under $855 million, including cash of $96.4 million and accounts receivable of $349.2 million. During the 6-month period, we did have some larger tax payments made related to the 2024 tax year, along with our estimated payments for 2025 that amounted to around just under $51 million, along with other member distribution payments of around $18.8 million during the 6-month period, helping explain some of the larger outflows during the period. Current portion of long-term debt -- current portion of the long-term debt and the long-term debt itself was $15 million and $20.5 million, respectively, at June of 2025. Now as we look at some of these key financial data, we feel strong about the company and the direction it's headed with a very strong balance sheet, continued solid cash flow and limited true debt, which allows us to comfortably handle all the current needs, whether it is opening a hospital, supporting our existing hospitals, buying back shares, as Tom mentioned earlier in the discussion or looking for other accretive opportunities for our shareholders. Lastly, I wanted to provide a little more insight into the 21 named hospitals that had contribution agreements signed when the company went public back on 4/1/22 with certain owners of hospitals that were either determined to be what we call ramping hospitals, which there were 4 of them or under construction hospitals, which there were 17 of them, where once any of the hospitals were open for 2 years, the owners of each hospital would be eligible to receive a onetime additional issuance of company common stock based upon the earnings of the hospital in the second year of their operations, which we denote as the earn-out period. To give you a little more specifics on those. So as of June 30, 2025, we talked about there was 21 total. And then of those, there were 4 ramping hospitals at that point when we went public. Of those 4 ramping hospitals, all of them, of course, were opened, but none of them met the criteria for an earn-out shares. So they went through the process with no earn-out. So of the 17 under construction hospitals, 4 hospitals had their development plans abandoned, so obviously, no share dilution at all. So they're out of the picture. Of the remaining 13 under construction hospitals, 6 of those had measurement periods that ended on or before June 30, 2025. And 2 of those 6 did not meet the criteria for an earn-out share. One of the hospitals had a measurement period that ended on February 28, 2024. One of the hospitals had a measurement period on February -- the end of February in 2025 and then 2 other hospitals had a measurement period that ended on June 30, 2025. And so for the 3 hospitals that had measurement period ends in the first 6 months of 2025, their dilution approximates -- the number of shares of dilution approximates about 1 million shares, 1/3 of those shares vesting 6 months after issuance, 1/3 after 12 months of issuance and then the remaining 1/3 vesting after 18 months of issuance. So over 3 tranches of 1/3 each of 6-month periods. Of the remaining 7 under construction hospitals, 4 hospitals have measurement periods ending after June 30, 2025. One hospital has a measurement period ending in August of 2025, one has a measurement period ending in March of 2026 and then 2 hospitals have measurement periods ending in the fourth quarter of 2026. And all that leaves the remaining 3 named hospitals, each of which have not opened yet, with one scheduled to open later in 2025 and the 2 others potentially opening later in 2026. With that, I'm going to turn over the call to Warren Hosseinion, our President, to talk more about the population health side of the business. Warren?