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8-K - 8-K - Adeptus Health Inc.adpt-20141029x8k.htm

 

 

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Exhibit 99.1

 

 

 

ADPT News - For Immediate Release

 

 

 

 

 

 

 

 

Contact:

Jackie Zupsic

Hill & Knowlton Strategies

Jackie.Zupsic@hkstrategies.com 

Tel: (212) 885 – 0590 

 

 

 

 

 

 

 

 

 

ADEPTUS HEALTH REPORTS THIRD QUARTER RESULTS 

Net Patient Service Revenue Increase of 143.7%

Patient Volume Up 134.4%

13 New Facilities Opened for a total of 51 Freestanding Facilities 

 

Lewisville, Texas (October 29, 2014) — Adeptus Health Inc. (NYSE: ADPT) (“ADPT” or the “Company”) announced its results for the third quarter ended September 30, 2014. All comparisons included in this release are for the third quarter 2014 to the third quarter 2013 unless otherwise noted.

 

Third Quarter 2014 Highlights:

 

                 Net patient service revenue was $57.6 million, an increase of 143.7% over prior year;

 

                 Adjusted EBITDA was $7.0 million, an increase of 157.0% over prior year;

 

                 Net loss attributable to Adeptus Health Inc. was $1.6 million;

 

                Adjusted earnings per share was $0.01 and GAAP net loss per share was $(0.16);

 

 

                Patient volume (number of patient visits) were 39,522, an increase of 134.4% over prior year; and

 

                The Company opened 13 freestanding facilities during the third quarter 2014 for a total of 51 operating facilities. 

 

“We are pleased that we achieved our expectations for the quarter while executing on our robust growth plan. During the quarter, we opened 13 new sites, further expanding access to the highest quality emergency care and surpassing the key milestone of our 50th First Choice Emergency Room,” said Thomas S. Hall, President and Chief Executive Officer.  “Our growth momentum continues with the recent announcement that we are entering into our third state, Arizona, in partnership with Dignity Health.”

 

Results of Operations for the Third Quarter 2014

 

For the third quarter of 2014, ADPT generated net patient service revenue of $57.6 million, an increase of 143.7%. The increase was primarily attributable to the impact of increased patient volumes from the expansion of the number of freestanding facilities from 19 to 51.

 

Adjusted EBITDA was $7.0 million, an increase of 157.0%. This increase was primarily attributable to a $34.0 million increase in net patient service revenue, partially offset by increases in salaries, wages and benefits and other costs related to our growth initiatives. See "Non-GAAP Financial Measures Description and Reconciliation" and "Reconciliation of Adjusted EBITDA to Net Loss" below for further information related to Adjusted EBITDA and its reconciliation to net loss.

 

ADPT incurred a net loss of $3.6 million for the quarter, of which $1.6 million was attributable to Adeptus Health Inc., compared to a net loss of $1.5 million from the prior year. The increase in net loss was due to an increase in interest expense and fees of $1.9 million related to our long-term debt, an increase of $2.5 million in preopening costs associated with new facility openings, and an increase of $2.0 million in depreciation and amortization expense. The increase in these expenditures was partially offset by new facility operating income.   


 

 

Adjusted earnings per share was $0.01 per share and GAAP net loss per share was $(0.16) per share for the quarter.  Adjusted earnings per share is calculated using a weighted average of both Class A and Class B common shares outstanding, which was 20,626,169 common shares at September 30, 2014.  Adjustments for the quarter include $3.1 million of preopening costs associated with new facility openings, $0.4 million of stock compensation expense, $0.2 million of initial public offering costs, $0.5 million of other costs associated with our growth initiatives and an adjustment for taxes in order to establish a normalized tax rate of 35% for comparability purposes.  See "Non-GAAP Financial Measures Description and Reconciliation" and "Earnings Per Share Reconciliation" below for further information related to Adjusted earnings per share and its reconciliation to net loss.

 

At September 30, 2014, the Company had total long-term debt of $100.0 million.  Total availability under the debt facility was $89.4 million.

 

Market Outlook

 

On October 22, 2014, the Company announced its expansion into Arizona through a joint venture partnership with Dignity Health, one of the nation’s largest health systems. The new partnership will begin with Dignity Health Arizona General Hospital, a full-service health care facility set to open early next year in Laveen, Arizona, and includes plans for additional access to emergency medical care in Phoenix.

 

ADPT’s growth plan is underpinned by increasing demand for access to quality medical care and the unmet need for improved emergency care in the U.S. In their 2014 National Report Card on America’s emergency care environment, the American College of Emergency Physicians, or ACEP, assigned an overall grade of “D-” for the category of access to emergency care. This is reflective of too few emergency departments to meet the needs of a growing, aging population and the projected increase in the number of insured individuals as a result of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act of 2010, or PPACA.

 

“Through both the growth of our First Choice Emergency Room network and innovative partnerships with leading healthcare systems, such as Dignity Health, we are saving lives every day by making emergency medical care much more accessible,” added Mr. Hall.

 

 

Conference Call

 

ADPT management will host a live conference call and audio webcast today, Wednesday, October 29, at 11:00 a.m. Eastern Time (10:00 a.m. Central Time), to discuss the Company’s third quarter 2014 financial results. Participants may listen to the audio webcast by accessing http://www.videonewswire.com/event.asp?id=100110.  Participants are encouraged to link to the webcast at least fifteen minutes prior to the scheduled start time. Beginning one hour after the call, an archived recording of the webcast will be available on the Company’s Investor page at http://ir.adeptushealth.com/events-and-presentations/events/default.aspx and will be available for 30 days.

 

 

About Adeptus Health Inc.

 

Adeptus Health Inc. owns and operates First Choice Emergency Room, and, together with Dignity Health, Dignity Health Arizona General Hospital.  First Choice Emergency Room (FCER.com) is the nation's leading network of independent freestanding emergency rooms; it is both the largest and the oldest. First Choice Emergency Room is revolutionizing the delivery of emergency medical services for adult and pediatric emergencies by offering patients convenient, neighborhood access to emergency medical care. First Choice Emergency Room facilities are innovative, freestanding, and fully equipped emergency rooms with a complete radiology suite of diagnostic technology (CT scanner, Ultrasound, and Digital X-ray) and on-site laboratory. All First Choice Emergency Room locations are staffed with board-certified physicians and emergency trained registered nurses. First Choice Emergency Room has facilities in Austin, Dallas/Fort Worth, Houston, San Antonio, Colorado Springs and Denver. According to patient feedback collected by Press Ganey Associates Inc., First Choice Emergency Room provides the highest quality emergency medical care and received the 2013 Press Ganey Guardian of Excellence for exceeding the 95th percentile in patient satisfaction nationwide. Dignity Health Arizona General Hospital will be a full service general hospital projected to open in early 2015 in the Phoenix area. Arizona General Hospital will have 16 inpatient rooms, 2 state-of-the-art Operating Rooms, an Emergency Department, a high complexity laboratory, and a full radiology suite. The new hospital, located in Laveen, will be capable of inpatient and outpatient surgical procedures as well as provide the community 24/7 access to emergency medical care.

 

Forward-Looking Statements

 

Certain statements and information herein may be deemed to be “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to our guidance, objectives, plans and strategies, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.  Any forward-looking statements herein are made as of the date of this press release, and ADPT undertakes no duty to update or revise any such statements except as required by the federal securities laws. Forward-looking statements are not guarantees of future performance and are subject


 

to risks and uncertainties. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in ADPT’s filings with the U.S. Securities and Exchange Commission (“SEC”) from time to time and which are accessible on the SEC’s website at www.sec.gov, including in the section entitled “Risk Factors” in the Company’s prospectus dated June 24, 2014, filed with the SEC pursuant to Rule 424(b) of the Securities Act on June 25, 2014. Among the factors that could cause future results to differ materially from those provided in this press release are: our ability to implement our growth strategy; our ability to maintain sufficient levels of cash flow to meet growth expectations; our ability to protect our brand; federal and state laws and regulations relating to our facilities, which could lead to the incurrence of significant penalties by us or require us to make significant changes to our operations; our ability to locate available facility sites on terms acceptable to us; competition from hospitals, clinics and other emergency care providers; our dependence on payments from third-party payors; our ability to source and procure new products and equipment to meet patient preferences; our reliance on Medical Properties Trust (“MPT”) and the MPT Master Funding and Development Agreement; disruptions in the global financial markets leading to difficulty in borrowing sufficient amounts of capital to finance the carrying costs of inventory to pay for capital expenditures and operating costs; our ability or the ability of our healthcare system partners to negotiate favorable contracts or renew existing contracts with third-party payors on favorable terms; significant changes in our payor mix or case mix resulting from fluctuations in the types of cases treated at our facilities; material changes in IRS revenue rulings, case law or the interpretation of such rulings; shortages of, or quality control issues with, emergency care-related products, equipment and medical supplies that could result in a disruption of our operations; the intense competition we face for patients, physician use of our facilities, strategic relationships and commercial payor contracts; the fact that we are subject to significant malpractice and related legal claims; the growth of patient receivables or the deterioration in the ability to collect on those accounts; the impact on us of PPACA, which represents a significant change to the healthcare industry; and ensuring our continued compliance with HIPAA, which could require us to expend significant resources and capital; and the factors discussed in the section entitled “Risk Factors” in the Company’s prospectus dated June 24, 2014, filed with the SEC pursuant to Rule 424(b) of the Securities Act on June 25, 2014.

These forward-looking statements involve known and unknown risks, inherent uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. Actual results and the timing of certain events may differ materially from those contained in these forward-looking statements.

 

Non-GAAP Financial Measures Description and Reconciliation

 

This press release includes presentations of Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation and amortization, further adjusted to eliminate the impact of certain additional items, including, advisory services paid to our Sponsor, facility pre-opening expenses, management recruiting expenses, stock compensation expense, costs associated with our initial public offering and other non-recurring costs.

 

This press release also includes presentation of Adjusted earnings/loss per share, which is defined as earnings/loss per share related to the Company’s overall operation, including controlling and non-controlling interests, as adjusted to exclude certain additional items, including, advisory services paid to our Sponsor, facility preopening expenses, management recruiting expenses, stock compensation expense, costs associated with our initial public offering and other non-recurring costs, divided by the aggregate number of shares of Class A and Class B common stock outstanding as of the end of the period. Common stock calculations are treated as if the stock had been outstanding for the entire period.

 

These non-GAAP financial measures, Adjusted EBITDA and Adjusted earnings/loss per share, are commonly used by management and investors as performance measures. The Company’s non-GAAP financial measures are not considered measures of financial performance under U.S. generally accepted accounting principles (GAAP), and the items excluded therefrom are significant components in understanding and assessing our financial performance. These non-GAAP financial measures should not be considered in isolation or as an alternative to GAAP measures such 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. Reconciliations of non-GAAP financial measures are provided in this press release.  Since these non-GAAP financial measures are not measures determined in accordance with GAAP and are susceptible to varying calculations, these measures, as presented, may not be comparable to other similarly titled measures of other companies.

 


 

Adeptus Health Inc.

Consolidated Statements of Operations and Other Information

(unaudited; in thousands, except shares, per share data and other information)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months

 

Nine months

 

ended September 30,

 

ended September 30,

 

2014

2013

 

2014

2013

 

 

 

 

 

 

Patient service revenue

$     66,533

$     25,947

 

$    163,008

$     76,075

Provision for bad debt

(8,934)
(2,310)

 

(22,390)
(6,904)

Net patient service revenue

57,599 
23,637 

 

140,618 
69,171 

Operating expenses:

 

 

 

 

 

Salaries, wages and benefits

38,119 
15,722 

 

92,577 
44,626 

General and administrative

9,221 
4,125 

 

26,744 
11,139 

Other operating expenses

7,413 
2,488 

 

17,413 
7,437 

Loss (gain) from the disposal or impairment of assets

(5)

 

180 

Depreciation and amortization

3,924 
1,906 

 

10,374 
5,402 

Total operating expenses

58,678 
24,236 

 

147,111 
68,784 

(Loss) income from operations

(1,079)
(599)

 

(6,493)
387 

Other (expense) income:

 

 

 

 

 

Interest expense

(2,635)
(589)

 

(9,160)
(1,213)

Change in fair market value of derivatives

 -

(103)

 

 -

260 

Total other (expenses) income

(2,635)
(692)

 

(9,160)
(953)

Loss before provision for income taxes

(3,714)
(1,291)

 

(15,653)
(566)

(Benefit) provision for income taxes

(116)
220 

 

142 
444 

Net loss

(3,598)
(1,511)

 

(15,795)
(1,010)

Less: Net loss attributable to the non-controlling interest

(2,001)
(1,511)

 

(12,182)
(1,010)

Net loss attributable to Adeptus Health Inc. 

$      (1,597)

$               -

 

$        (3,613)

$               -

Net loss per share of Class A common stock:

 

 

 

 

 

Basic

$        (0.16)

 

 

$          (0.37)

 

Diluted

$        (0.16)

 

 

$          (0.37)

 

Weighted average shares of Class A common stock:

 

 

 

 

 

Basic

9,845,016 

 

 

9,845,016 

 

Diluted

9,845,016 

 

 

9,845,016 

 

 

 

 

 

 

 

Other information

 

 

 

 

 

Number of facilities

51 
19 

 

51 
19 

 


 

 

Adeptus Health Inc.

Reconciliation of Adjusted EBITDA to Net Loss

(unaudited; in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months

 

Nine months

 

 

ended September 30,

 

ended September 30,

 

 

2014

2013

 

2014

2013

 

 

 

 

 

 

 

 

Net loss

$     (3,598)

$  (1,511)

 

$    (15,795)

$     (1,010)

 

Depreciation and amortization

3,924 
1,906 

 

10,374 
5,402 

 

Interest expense and unrealized gain on investment

2,635 
692 

 

9,160 
953 

 

(Benefit) provision for income taxes

(116)
220 

 

142 
444 

 

Advisory Services Arrangement fees and expenses

 -

166 

 

293 
428 

 

Preopening expenses

3,098 
563 

 

6,107 
1,759 

 

Management recruiting expenses

 -

286 

 

156 
285 

 

Stock compensation expense

357 
177 

 

696 
395 

 

Public offering expenses

159 

 -

 

5,157 

 -

 

Other

541 
225 

 

1,747 
745 

 

Total adjustments

10,598 
4,235 

 

33,832 
10,411 

 

Adjusted EBITDA

$      7,000

$   2,724

 

$     18,037

$      9,401

 

 

 

Earnings Per Share Reconciliation

 (unaudited; in thousands, except shares, per share data and other information)

 

 

 

 

 

 

 

 

 

 

 

 

Three months

 

Nine months

 

 

ended September 30,

 

ended September 30,

 

 

2014

 

2014

 

Weighted average common shares outstanding

 

 

 

 

       Class A common shares (1)

9,845,016 

 

9,845,016 

 

       Class B common shares (1)

10,781,153 

 

10,781,153 

 

Total Class A and B common shares

20,626,169 

 

20,626,169 

 

 

 

 

 

 

Net loss attributable to Adeptus Health Inc.

$               (1,597)

 

$                (3,613)

 

Net loss attributable to non-controlling interest

(2,001)

 

(12,182)

 

Total net loss

(3,598)

 

(15,795)

 

 

 

 

 

 

Adjustments:

 

 

 

 

 Advisory Services Agreement fees and expenses

 -

 

293 

 

 Preopening expenses

3,098 

 

6,107 

 

 Management recruiting expenses

 -

 

156 

 

 Stock compensation expense

357 

 

696 

 

 Initial public offering costs

159 

 

5,157 

 

 Other

541 

 

1,747 

 

 Total adjustments

4,155 

 

14,156 

 

 Tax impact of adjustments (2)

(1,454)

 

(4,955)

 

 Tax adjustment resulting from applying effective tax rate (3)

1,184 

 

5,620 

 

Adjusted net income

287 

 

(974)

 

Adjusted net income per share

$                  0.01

 

$                  (0.05)

 

 

 

 

 

 

(1) Due to the timing of our initial public offering, this calculation assumes that common shares have been outstanding for the entire period.

 

(2) Reflects the removal of the tax benefit associated with the adjustments

 

(3) Represents adjusting to a normalized effective tax rate of 35%

 

 

 

 

 


 

Adeptus Health Inc.

Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

 

 

 

September 30,

 

December 31,

 

2014

 

2013

ASSETS

(unaudited)

 

(audited)

Current assets

 

 

 

Cash

$            15,311 

 

$            11,495 

Restricted cash

4,792 

 

294 

Accounts receivable, less allowance for doubtful accounts of $18,099 and $5,295, respectively

29,057 

 

15,887 

Other receivables and current assets

9,361 

 

3,901 

Medical supplies inventory

3,476 

 

1,494 

Total current assets

61,997 

 

33,071 

Property and equipment, net

89,542 

 

62,087 

Deposits

1,220 

 

750 

Deferred tax asset

34,763 

 

 -

Intangibles, net

20,460 

 

21,795 

Goodwill

61,009 

 

61,009 

Other long term assets

4,502 

 

4,580 

Total assets

$          273,493 

 

$          183,292 

 

 

 

 

LIABILITIES AND SHAREHOLDERS'/OWNERS' EQUITY

 

 

 

Current liabilities

 

 

 

Accounts payable and accrued expenses

$            19,908 

 

$            15,207 

Accrued compensation

13,152 

 

9,158 

Current maturities of long-term debt

482 

 

504 

Current maturities of capital lease obligations

77 

 

58 

Deferred rent

687 

 

497 

Total current liabilities

34,306 

 

25,424 

Long-term debt, less current maturities

100,000 

 

75,000 

Payable to related parties pursuant to tax receivable agreement

29,302 

 

 -

Capital lease obligation, less current maturities

4,078 

 

3,849 

Deferred rent

1,982 

 

368 

Total liabilities

169,668 

 

104,641 

Commitments and contingencies

 

 

 

Shareholders'/Owners' equity

 

 

 

Owners' equity

 -

 

78,651 

Preferred stock, par value $0.01 per share; 10,000,000 shares authorized and zero shares issued and outstanding at September 30, 2014

 -

 

 -

Class A common stock, par value $0.01 per share; 50,000,000 shares authorized, 9,845,016 shares issued and outstanding at September 30, 2014

98 

 

 -

Class B common stock, par value $0.01 per share; 20,000,000 shares authorized 10,781,153 shares issued and outstanding at September 30, 2014

108 

 

 -

Additional paid in capital

53,697 

 

 -

Accumulated other comprehensive loss

(63)

 

 -

Accumulated deficit

(3,613)

 

 -

Non-controlling interest

53,598 

 

 -

Total shareholders'/owners' equity

103,825 

 

78,651 

Total liabilities and shareholders'/owners' equity

$          273,493 

 

$          183,292 

 


 

Adeptus Health Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited; in thousands)

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

September 30,

September 30,

 

 

2014

2013

Cash flows from operating activities:

 

 

 

Net loss

 

$         (15,795)

$            (1,010)

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

 

 

 

    Loss from the disposal or impairment of assets

 

180 

    Change in fair market value of derivatives

 

 -

(260)

    Depreciation and amortization

 

10,374 
5,402 

    Deferred tax benefit

 

(1,033)

 -

    Amortization of deferred loan costs

 

672 
146 

    Provision for bad debts

 

22,390 
6,904 

    Stock-based compensation

 

696 
395 

    Changes in operating assets and liabilities

 

 

 

       Restricted cash

 

(4,498)

 -

       Accounts receivable

 

(35,560)
(6,656)

       Other receivables and current assets

 

(2,538)
(1,946)

       Medical supplies inventory

 

(1,982)
(197)

       Other long-term assets

 

45 

 -

       Accounts payable and accrued expenses

 

585 
5,202 

       Accrued compensation

 

3,994 
888 

       Deferred rent

 

1,804 
(2)

   Net cash (used in) provided by operating activities

 

(20,843)
9,046 

Cash flows from investing activities:

 

 

 

Deposits

 

(470)
(401)

Proceeds from the sale of property and equipment

 

2,003 
1,386 

Capital expenditures

 

(36,830)
(28,039)

         Net cash used in investing activities

 

(35,297)
(27,054)

Cash flows from financing activities:

 

 

 

Proceeds from initial public offering, net of underwriters fees and expenses

 

96,226 

 -

Proceeds from long-term borrowings

 

93,955 
20,000 

Payment of deferred loan costs

 

(702)
(320)

Payments on borrowings

 

(69,642)
(3,751)

Payments of capital lease obligations

 

(39)
(1)

Payment of dividends

 

(60,000)

 -

Distributions to partners

 

(9)
(25)

Contribution from partners

 

167 
83 

         Net cash provided by financing activities

 

59,956 
15,986 

Net increase (decrease) in cash and cash equivalents

 

3,816 
(2,022)

Cash, beginning of period

 

11,495 
3,455 

Cash, end of period

 

$          15,311

$            1,433