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8-K - 8-K - Foundation Healthcare, Inc.fdnh-8k_20140812.htm
EX-99 - EX-99.2 - Foundation Healthcare, Inc.fdnh-ex99_2014081285.htm

Exhibit 99.1

Foundation HealthCare Reports
Second Quarter 2014 Financial Results

OKLAHOMA CITY, OK--(August 12, 2014) – Foundation Healthcare, Inc. (OTC Markets: FDNH), which focuses on the development and management of surgical hospitals and related ancillary services, announced today the Company’s financial results for the second quarter which ended June 30, 2014.

 

Highlights include:

 

·

Revenue of $22.1 million for the quarter; a 2% increase from the second quarter of 2013

·

Adjusted EBITDA of $1.5 million for the  second quarter of 2014, compared to $3.0 million in the prior year quarter

·

Cash on hand of $1.9 million as of June 30, 2014

 

“We are pleased with our results as we recorded an 8% increase in revenue at our majority owned hospitals for the second quarter of 2014 as compared to second quarter 2013. In addition we successfully refinanced our debt at the end of the quarter reducing our average cost of funds from 6.5% to 4.25% and extending debt amortization to reduce costs by $2 million annually.” stated Stanton Nelson, CEO of Foundation Healthcare, Inc.

 

 

Second Quarter 2014 Financial Results:

Net revenues in the second quarter of 2014 were $22.1 million, up from $21.6 million in the second quarter of 2013.  Our net revenues are composed of patient services, management fees from affiliates, and other revenue less our provision for doubtful accounts.  Patient services revenue increased $1.3 million, or 7%, to $19.9 million during the three months ended June 30, 2014 compared with $18.6 million in the same period of 2013.  The increase was primarily due to:

 

·

An increase in average reimbursement per surgical case at East El Paso Physician Medical Center, LLC (“EEPMC”) driven by an increase in inpatient spine cases resulted in an increase in patient service revenue of $0.5 million and;

·

An increase in surgical case volume at Foundation Surgical Hospital of San Antonio (“FBH SA”) driven by an increase in surgical case volume, primarily in spine and orthopedic cases, resulted in an increase in patient services revenue of $0.8 million.

 

Operating expenses increased $1.4 million or 6.8% to $23.1 million from $21.7 million during the three months ended June 30, 2014, compared with the second quarter of 2013.  The increase in other operating expenses was primarily due to:

 

$0.2 million of stock compensation expense;

$0.3 million of salaries and benefits at legacy Graymark; and

$0.1 million due to increased salaries and benefits resulting from a combination of normal annual salary increases and increased personnel required to manage our expanding hospital operations.$0.1 million in increased facility lease expense and higher professional service fees and;

$0.7 million of other operating expenses at legacy Graymark.

 

We incurred certain onetime other operating expenses related to restructuring hospital based physician contracts at the El Paso hospital to reduce costs and improve operational efficiencies. We will begin to see the impact of the lower interest rates and operational efficiencies in the third quarter.

 

Our operations resulted in a net loss attributable to Foundation Healthcare common stock of $1.5 million during the second quarter of 2014, compared to net income of $0.6 million during the second quarter of 2013.

 

Adjusted EBITDA of $1.5 million for the 2014 second quarter compared to $3.0 million in the second quarter of 2013

 

As of June 30, 2014, cash and cash equivalents totaled $1.9 million, compared to $4.0 million at March 31, 2014.


Conference Call

Foundation's CEO Stanton Nelson, and CFO, Hugh King will host a conference call today, followed by a question and answer period.

Date: Tuesday, August 12th

Time: 4:30 p.m. Eastern time

Dial-In Number: (877) 300-8521

The conference call will be broadcast live at the investor relations section of the Company's website at www.fdnh.com. Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization.  In addition, the replay will be available after the call at same website link above or by calling (877) 870-5176 using passcode: 10050755.  

About Foundation Healthcare

Headquartered in Oklahoma City, Okla., Foundation Healthcare, Inc. (OTCQB: FDNH) focuses on the development and management of surgical hospitals and the inclusion of ancillary service lines. These additional service lines, such as hyperbarics, sleep labs, intraoperative monitoring, imaging and robotic surgery, truly make the Foundation specialty hospital environment unique.

The Company is also an industry leading ASC management and development company focused on partnering with physicians and employees to create an outstanding patient experience, while maximizing partner and shareholder value. The Company is a leader in offering turnkey management and development solutions for physician partners, as well as creating an optimal experience for the patients we serve.  For more information, visit www.fdnh.com.

Reg G disclaimer – reconciling GAAP Net Income with EBITDA and Adjusted EBITDA

Foundation is providing EBITDA information, which is defined as net income plus interest, income taxes, depreciation and amortization expense and earnings or losses from discontinued operations, and Adjusted EBITDA which is defined as EBITDA plus impairment charges minus extraordinary gain, net of tax.  EBITDA and Adjusted EBITDA are a complement to our GAAP results.  EBITDA and Adjusted EBITDA are commonly used by management and investors as a measure of leverage capacity, debt service ability and liquidity.  EBITDA and Adjusted EBITDA are not considered a measure of financial performance under U.S. generally accepted accounting principles (GAAP), and the items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and assessing our financial performance.  EBITDA and Adjusted EBITDA should not be considered in isolation or as an alternative to, or superior to, such GAAP measures as net income, cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in our consolidated financial statements as an indicator of financial performance or liquidity.  Reconciliations of non-GAAP financial measures are provided in the news release in the accompanying tables.  Since EBITDA and Adjusted EBITDA are not a measure determined in accordance with GAAP and is susceptible to varying calculations, EBITDA, and Adjusted EBITDA as presented, may not be comparable to other similarly titled measures of other companies.

Important Cautions Regarding Forward-Looking Statements

This press release contains forward-looking statements that are based on the Company's current expectations, forecasts and assumptions. Forward-looking statements involve risks and uncertainties that could cause actual outcomes and results to differ materially from the Company's expectations, forecasts and assumptions. These risks and uncertainties include risks and uncertainties not in the control of the Company, including, without limitation, the risk that Company will maintain enough liquidity to execute its business plan, continue as a going concern and other risks including those enumerated and described in the Company's filings with the Securities and Exchange Commission, which filings are available on the SEC's website at www.sec.gov. Unless otherwise required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT: Company Contact:

Foundation Healthcare, Inc.
Stanton Nelson
Chief Executive Officer
Tel 405-608-1703

 

 


FOUNDATION HEALTHCARE, INC.

 

Reconciliation of Loss from Continuing Operations to EBITDA from Continuing Operations

(Unaudited)

 

 

For the Three Months Ended

June 30,

 

 

For the Six Months Ended

June 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Loss from continuing operations, net of taxes

$

(664,027

)

 

$

1,169,037

 

 

$

(1,669,220

)

 

$

(262,729

)

EBITDA adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Plus:  Interest expense, net

 

503,759

 

 

 

556,103

 

 

 

1,005,232

 

 

 

1,022,772

 

Plus:  Provision (benefit) for income taxes

 

— 

 

 

 

— 

 

 

 

(852,005

)

 

 

— 

 

Plus:  Depreciation and amortization

 

1,423,384

 

 

 

1,229,374

 

 

 

2,884,301

 

 

 

2,346,061

 

Total EBITDA adjustments

 

1,927,143

 

 

 

1,785,477

 

 

 

3,037,528

 

 

 

3,368,833

 

EBITDA from continuing operations

$

1,263,116

 

 

$

2,954,514

 

 

$

1,368,308

 

 

$

3,106,104

 

EBITDA from continuing operations

$

1,263,116

 

 

$

2,954,514

 

 

$

1,368,308

 

 

$

3,106,104

 

Adjusted EBITDA adjustment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Plus:  Stock compensation

 

217,334

 

 

 

— 

 

 

 

1,006,115

 

 

 

— 

 

Total Adjusted EBITDA adjustments

 

217,334

 

 

 

— 

 

 

 

1,006,115

 

 

 

— 

 

Adjusted EBITDA

$

1,480,450

 

 

$

2,954,514

 

 

$

2,374,423

 

 

$

3,106,104

 

 

 


FOUNDATION HEALTHCARE, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

 

 

June 30,

 

 

December 31,

 

 

2014

 

 

2013

 

ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

$

1,875,669

 

 

$

4,212,076

 

Accounts receivable, net of allowances for doubtful

   accounts of $2,262,790 and $4,778,915, respectively

 

13,045,004

 

 

 

12,755,642

 

Receivables from affiliates

 

938,538

 

 

 

848,002

 

Supplies inventories

 

1,906,963

 

 

 

1,931,142

 

Prepaid and other current assets

 

9,038,400

 

 

 

4,302,885

 

Current assets from discontinued operations

 

165,030

 

 

 

518,629

 

Total current assets

 

26,969,604

 

 

 

24,568,376

 

Property and equipment, net

 

10,780,857

 

 

 

12,073,986

 

Equity method investments in affiliates

 

5,804,919

 

 

 

5,699,093

 

Intangible assets, net

 

10,110,886

 

 

 

11,138,621

 

Goodwill

 

973,927

 

 

 

973,927

 

Other assets

 

446,274

 

 

 

244,598

 

Other assets from discontinued operations

 

450,529

 

 

 

576,228

 

Total assets

$

55,536,996

 

 

$

55,274,829

 

LIABILITIES, PREFERRED NONCONTROLLING INTEREST

AND SHAREHOLDERS’ DEFICIT

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Accounts payable

$

10,288,809

 

 

$

11,648,987

 

Accrued liabilities

 

5,829,474

 

 

 

4,114,915

 

Preferred noncontrolling interests dividends payable

 

193,069

 

 

 

195,411

 

Short term debt

 

630,478

 

 

 

5,664,827

 

Current portion of long-term debt

 

3,146,727

 

 

 

7,919,179

 

Other current liabilities

 

3,553,701

 

 

 

4,391,587

 

Current liabilities from discontinued operations

 

1,249,217

 

 

 

5,620,697

 

Total current liabilities

 

24,891,475

 

 

 

39,555,603

 

Long-term debt, net of current portion

 

25,511,099

 

 

 

10,031,732

 

Other liabilities

 

15,215,544

 

 

 

12,255,809

 

Other liabilities from discontinued operations

 

— 

 

 

 

9,969

 

Total liabilities

 

65,618,118

 

 

 

61,853,113

 

Preferred noncontrolling interest

 

8,700,000

 

 

 

8,700,000

 

Commitments and contingencies (Note 9)

 

 

 

 

 

 

 

Foundation Healthcare shareholders’ deficit:

 

 

 

 

 

 

 

Preferred stock $0.0001 par value, 10,000,000

    authorized; no shares issued and outstanding

 

— 

 

 

 

— 

 

Common stock $0.0001 par value, 500,000,000 shares authorized;

    171,323,381 and 163,834,886 issued and outstanding, respectively

 

17,132

 

 

 

16,383

 

Paid-in capital

 

18,939,344

 

 

 

18,241,756

 

Accumulated deficit

 

(38,573,934

)

 

 

(35,171,315

)

Total Foundation Healthcare shareholders’ deficit

 

(19,617,458

)

 

 

(16,913,176

)

Noncontrolling interests

 

836,336

 

 

 

1,634,892

 

Total deficit

 

(18,781,122

)

 

 

(15,278,284

)

Total liabilities, preferred noncontrolling interest and shareholders’ deficit

$

55,536,996

 

 

$

55,274,829

 

  

See Accompanying Notes to Condensed Consolidated Financial Statements


FOUNDATION HEALTHCARE, INC.

Condensed Consolidated Statements of Operations

For the Three Months Ended June 30, 2014 and 2013

(Unaudited)

 

 

2014

 

 

2013

 

Net Revenues:

 

 

 

 

 

 

 

Patient services

$

19,909,721

 

 

$

18,626,077

 

Provision for doubtful accounts

 

(875,574

)

 

 

(1,090,563

)

Net patient services revenue

 

19,034,147

 

 

 

17,535,514

 

Management fees from affiliates

 

1,434,769

 

 

 

1,787,621

 

Other revenue

 

1,610,651

 

 

 

2,321,984

 

Revenues

 

22,079,567

 

 

 

21,645,119

 

Equity in earnings of affiliates

 

895,767

 

 

 

1,837,146

 

Operating Expenses:

 

 

 

 

 

 

 

Salaries and benefits

 

7,094,381

 

 

 

6,457,281

 

Supplies

 

5,693,006

 

 

 

5,833,285

 

Other operating expenses

 

8,925,671

 

 

 

8,147,336

 

Depreciation and amortization

 

1,423,384

 

 

 

1,229,374

 

Total operating expenses

 

23,136,442

 

 

 

21,667,276

 

Other Income (Expense):

 

 

 

 

 

 

 

Interest expense, net

 

(503,759

)

 

 

(556,103

)

Other income (expense)

 

840

 

 

 

(89,849

)

Net other (expense)

 

(502,919

)

 

 

(645,952

)

Income (loss) from continuing operations, before taxes

 

(664,027

)

 

 

1,169,037

 

Benefit for income taxes

 

— 

 

 

 

— 

 

Income (loss) from continuing operations, net of taxes

 

(664,027

)

 

 

1,169,037

 

Loss from discontinued operations, net of tax

 

(188,716

)

 

 

— 

 

Net income (loss)

 

(852,743

)

 

 

1,169,037

 

Less:  Net income attributable to noncontrolling interests

 

461,301

 

 

 

211,944

 

Net income (loss) attributable to Foundation Healthcare

 

(1,314,044

)

 

 

957,093

 

Preferred noncontrolling interests dividends

 

(193,069

)

 

 

(318,331

)

Net income (loss) attributable to Foundation Healthcare common stock

$

(1,507,113

)

 

$

638,762

 

Earnings per common share (basic and diluted):

 

 

 

 

 

 

 

Net income (loss) attributable to continuing operations attributable to Foundation Healthcare common stock

$

(0.01

)

 

$

0.00

 

Loss from discontinued operations, net of tax

 

0.00

 

 

 

0.00

 

Net income (loss) per share, attributable to Foundation Healthcare common stock

$

(0.01

)

 

$

0.00

 

Weighted average number of common and diluted shares outstanding

 

171,285,897

 

 

 

162,523,276

 

Pro forma income information (Note 3):

 

 

 

 

 

 

 

Pro forma provision for income taxes

 

 

 

 

$

363,695

 

Pro forma net income attributable to Foundation Healthcare common stock

 

 

 

 

$

593,398

 

Pro forma basic and diluted net income per share

 

 

 

 

$

0.00

 

 

 


FOUNDATION HEALTHCARE, INC.

Condensed Consolidated Statements of Operations

For the Six Months Ended June 30, 2014 and 2013

(Unaudited)

 

 

2014

 

 

2013

 

Net Revenues:

 

 

 

 

 

 

 

Patient services

$

39,423,203

 

 

$

34,486,737

 

Provision for doubtful accounts

 

(1,237,090

)

 

 

(1,727,414

)

Net patient services revenue

 

38,186,113

 

 

 

32,759,323

 

Management fees from affiliates

 

2,704,072

 

 

 

3,525,849

 

Other revenue

 

2,821,173

 

 

 

2,796,873

 

Revenues

 

43,711,358

 

 

 

39,082,045

 

Equity in earnings of affiliates

 

1,422,852

 

 

 

3,053,861

 

Operating Expenses:

 

 

 

 

 

 

 

Salaries and benefits

 

14,978,240

 

 

 

12,795,378

 

Supplies

 

10,634,377

 

 

 

10,334,225

 

Other operating expenses

 

18,154,125

 

 

 

15,903,357

 

Depreciation and amortization

 

2,884,301

 

 

 

2,346,061

 

Total operating expenses

 

46,651,043

 

 

 

41,379,021

 

Other Income (Expense):

 

 

 

 

 

 

 

Interest expense, net

 

(1,005,232

)

 

 

(1,022,772

)

Other income (expense)

 

840

 

 

 

3,158

 

Net other (expense)

 

(1,004,392

)

 

 

(1,019,614

)

Income (loss) from continuing operations, before taxes

 

(2,521,225

)

 

 

(262,729

)

Benefit for income taxes

 

852,005

 

 

 

— 

 

Income (loss) from continuing operations, net of taxes

 

(1,669,220

)

 

 

(262,729

)

Loss from discontinued operations, net of tax

 

(501,038

)

 

 

-

 

Net income (loss)

 

(2,170,258

)

 

 

(262,729

)

Less:  Net income attributable to noncontrolling interests

 

846,223

 

 

 

(880,087

)

Net income (loss) attributable to Foundation Healthcare

 

(3,016,481

)

 

 

617,358

 

Preferred noncontrolling interests dividends

 

(386,138

)

 

 

(599,207

)

Net income (loss) attributable to Foundation Healthcare common stock

$

(3,402,619

)

 

$

18,151

 

Earnings per common share (basic and diluted):

 

 

 

 

 

 

 

Net income (loss) attributable to continuing operations attributable to Foundation Healthcare common stock

$

(0.02

)

 

$

0.00

 

Loss from discontinued operations, net of tax

 

0.00

 

 

 

0.00

 

Net income (loss) per share, attributable to Foundation Healthcare common stock

$

(0.02

)

 

$

0.00

 

Weighted average number of common and diluted shares outstanding

 

169,318,636

 

 

 

162,523,276

 

Pro forma income information (Note 3):

 

 

 

 

 

 

 

Pro forma provision for income taxes

 

 

 

 

$

234,596

 

Pro forma net income attributable to Foundation Healthcare common stock

 

 

 

 

$

(216,445

)

Pro forma basic and diluted net income per share

 

 

 

 

$

0.00

 

 

 


FOUNDATION HEALTHCARE, INC.

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2014 and 2013

(Unaudited)

 

 

2014

 

 

2013

 

Operating activities:

 

 

 

 

 

 

 

Net income (loss)

$

(2,170,258

)

 

$

(262,729

)

Less:  Loss from discontinued operations, net of tax

 

(501,038

)

 

 

— 

 

Income from continuing operations

 

(1,669,220

)

 

 

(262,729

)

Adjustments to reconcile loss from continuing operations

  to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

2,884,301

 

 

 

2,346,061

 

Stock-based compensation, net of cashless vesting

 

698,337

 

 

 

— 

 

Provision for doubtful accounts

 

1,237,090

 

 

 

1,727,414

 

Equity in earnings of affiliates

 

(1,422,852

)

 

 

(3,053,861

)

Changes in assets and liabilities -

 

 

 

 

 

 

 

Accounts receivable, net of provision for doubtful accounts

 

(1,526,452

)

 

 

(4,430,322

)

Receivables from affiliates

 

(90,536

)

 

 

(763,329

)

Supplies Inventories

 

24,179

 

 

 

(39,940

)

Prepaid and other current assets

 

(4,735,515

)

 

 

(387,398

)

Other assets

 

(201,676

)

 

 

— 

 

Accounts payable

 

(1,360,178

)

 

 

(67,654

)

Accrued liabilities

 

1,714,559

 

 

 

3,435,092

 

Other current liabiliites

 

(837,886

)

 

 

— 

 

Other liabilities

 

2,959,735

 

 

 

23,272

 

Net cash (used in) operating activities from continuing operations

 

(2,326,114

)

 

 

(1,473,394

)

Net cash (used in) operating activities from discontinued operations

 

(330,293

)

 

 

— 

 

Net cash (used in) operating activities

 

(2,656,407

)

 

 

(1,473,394

)

Investing activities:

 

 

 

 

 

 

 

Purchase of property and equipment

 

(563,436

)

 

 

(2,897,420

)

Distributions from affiliates

 

1,317,026

 

 

 

3,011,245

 

Net cash provided by (used in) investing activities from continuing operations

 

753,590

 

 

 

113,825

 

Net cash provided by investing activites from discontinued operations

 

— 

 

 

 

— 

 

Net cash provided by (used in) investing activities

 

753,590

 

 

 

113,825

 

Financing activities:

 

 

 

 

 

 

 

Debt proceeds

 

28,468,812

 

 

 

4,575,738

 

Debt payments

 

(22,796,246

)

 

 

(2,976,299

)

Preferred noncontrolling interests dividend

 

(388,481

)

 

 

(776,644

)

Distributions to noncontrolling interests

 

(1,644,779

)

 

 

(37,446

)

Distributions to member

 

— 

 

 

 

(747,680

)

Net cash provided by financing activities from continuing operations

 

3,639,306

 

 

 

37,669

 

Net cash (used in) financing activities from discontinued operations

 

(4,072,896

)

 

 

— 

 

Net cash provided by (used in) financing activities

 

(433,590

)

 

 

37,669

 

Net change in cash and cash equivalents

 

(2,336,407

)

 

 

(1,321,900

)

Cash and cash equivalents at beginning of period

 

4,212,076

 

 

 

3,037,067

 

Cash and cash equivalents at end of period

$

1,875,669

 

 

$

1,715,167

 

Cash Paid for Interest and Income Taxes:

 

 

 

 

 

 

 

Interest expense

$

1,162,072

 

 

$

957,230

 

Interest expense, discontinued operations

$

168,733

 

 

$

— 

 

Income taxes, continuing operations

$

1,950,000

 

 

$

—