FORWARD LOOKING STATEMENTS

This Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), finding suitable merger or acquisition candidates, expansion and growth of the Company's business and operations, and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances.

Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements. Factors that could adversely affect actual results and performance include, among others, potential fluctuations in quarterly operating results and expenses, government regulation, technology change and competition. Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.





Overview

The Company, together with our recent acquisitions of AHP Management, Inc. ("AHP") and Accountable Healthcare America, Inc. ("AHA") is a technology-enabled, risk-bearing population health management company that manages provider networks.

Headquartered in Fort Lauderdale, Florida, our subsidiaries include management services organizations ("MSOs"), affiliated independent practice associations ("IPAs"), and Clinigence Health, Inc., a healthcare information technology company providing a cloud-based platform that enables healthcare organizations to provide value-based care and population health management (PHM). AHP Management, Inc. (AHP) is the administrative and managerial services company for its affiliated variable interest entity (VIE), a physician-owned professional corporation that contracts with independent physicians to deliver medical services in-office and virtually under the Associated Hispanic Physicians of Southern California, Inc., a Professional Medical Corporation ("AHPIPA"). Based in Los Angeles, California, AHPIPA currently provides care for 22,065 patients, including approximately 1800 Medicare Advantage patients, through a network of 141 primary care physicians and 660 specialists. AHA currently has an investment in Accountable Care Medical Group of Florida, an accountable care organizations ("ACO"), with approximately 16,000 Medicare members through a network of over 65 providers.





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Recent Developments

Merger with AHP Management Inc.

On February 25, 2021, the Company, AHP, Inc., a California corporation ("AHP"), AHP Acquisition Corp., a Delaware corporation, a wholly owned subsidiary of Parent ("Merger Sub"), and Robert Chan (the "Shareholders' Representative") entered into an agreement and plan of merger (the "AHP Merger Agreement"). The transactions contemplated by the AHP Merger Agreement were consummated on February 26, 2021 (the "AHP Closing").

The AHP Merger Agreement provided for the merger of Merger Sub with and into AHP, hereafter referred to as the "AHP Acquisition." As a result of the Acquisition, Merger Sub ceased to exist, and AHP became the surviving corporation and a direct wholly owned subsidiary of Clinigence, and the former stockholders of AHP (the "AHP Stockholders") have a direct equity ownership in Clinigence. Merger Sub was renamed AHP Management Inc. Merger Sub was originally incorporated in Delaware on January 26, 2021 and had no operating activity prior to the reported transaction.

Merger with Accountable Healthcare America, Inc.

On February 25, 2021, Clinigence Holdings, Inc., a Delaware corporation ("Parent" or the "Company"), Accountable Healthcare America, Inc., a Delaware corporation ("AHA"), and AHA Acquisition Corp., a Delaware corporation, a wholly owned subsidiary of Parent ("Merger Sub entered into an agreement and plan of merger (the "AHA Merger Agreement"). The transactions contemplated by the AHA Merger Agreement were consummated on February 26, 2021 (the "AHA Closing").

The AHA Merger Agreement provided for the merger of Merger Sub with and into AHA, hereafter referred to as the "AHA Acquisition." As a result of the Acquisition, Merger Sub ceased to exist, and AHA became the surviving corporation and a direct wholly owned subsidiary of Clinigence, and the former stockholders of AHA (the "AHA Stockholders") have a direct equity ownership in Clinigence. Merger Sub was renamed Accountable Healthcare America, Inc. Merger Sub was originally incorporated in Delaware on January 2, 2020 and had no operating activity prior to the reported transaction.

Key Financial Measures and Indicators





Operating Revenues

Our revenue primarily consists of capitation revenue and SaaS subscription services. The form of billing and related risk of collection for such services may vary by type of revenue and the customer.





Operating Expenses

Our largest expense is the patient care cost paid to contracted physicians, and the cost of providing management and administrative support services to our affiliated physician groups. These services include providing utilization and case management, physician practice billing, revenue cycle services, physician practice management, administrative oversight, coding services, and other consulting services.





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Results of operation for the three months ended March 31, 2021 as compared to the three Months ended March 31, 2020.

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