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8-K - 8-K - Foundation Healthcare, Inc.fdnh-8k_20151102.htm

 

EXHIBIT 99.1

 

FOUNDATION HEALTHCARE YEAR TO DATE REVENUE GROWS 32% TO $94 MILLION; ADJUSTED EBITDA INCREASED 93% TO $10.8 MILLION

OKLAHOMA CITY, Nov 2, 2015 – Foundation HealthCare, Inc. (OTCQB: FDNH), which is an owner and operator of surgical hospitals, announced today the Company’s financial results for the third quarter of 2015.

Highlights include:

 

·

Net revenues increased 19% for the third quarter to $32.6 million and 32% year-to-date to $94.0 million.

 

·

Adjusted EBITDA increased 43% to $5.0 million for the third quarter and 93% to $10.8 million year-to-date.

 

·

Patient service revenue grew by 24% at majority owned hospitals in the third quarter, 37%year-to-date.

 

·

Fifth consecutive quarter that the company reported double digit growth compared to 2014.

“Patient care is our number one priority at Foundation HealthCare and a key differentiator in our business model,” said Stanton Nelson, CEO of Foundation HealthCare. “Our physician partners and our clinical teams continue to perform at a high level which is why we believe our patient satisfaction scores are some of the highest in the country.”

Foundation HealthCare reported impressive growth during the first half of 2015 and continued that in the third quarter, reporting 19% revenue growth in the third quarter compared to 2014 and year-to-date growth of 32% compared to the same period in 2014. Foundation has reported five consecutive quarters with double digit growth.

“Patient service revenues grew 23% in the third quarter of 2015 compared to the same period last year. Year-to-date growth in patient service revenues has been 37%,” said Nelson. “This continued revenue growth validates our business strategy of recruiting top tier physicians, providing our patients with an unparalleled health experience and expanding ancillary services.”  

“The fourth quarter has historically been one of Foundation’s best earnings periods so we expect these positive trends to continue,” said Nelson.

Third Quarter 2015 Financial Results:

Net revenues and equity in earnings of affiliates in the third quarter of 2015 were collectively $32.8 million, up 17% from $28.0 million in the third quarter of 2014.  Our net revenues are composed of patient services, less our provision for doubtful accounts, management fees from affiliates and other revenue.  Patient services revenue (net of the provision for doubtful accounts) increased $5.8 million, or 23%, to $30.4 million during the three months ended September 30, 2015 as compared to $24.6 million in the same period of 2014.  The increase was primarily due to increased revenue at our El Paso hospital generated by more complex cases and increased revenues from ancillary services.

-more-

14000 N. Portland Ave., Suite 200, Oklahoma City, OK 73134
www.FDNH.com


 

Operating expenses for the third quarter of 2015 were $29.6 million compared to $26.1 million in the third quarter of 2014.  The increase is due primarily to increased purchased services cost directly related to the increased net revenues generated from ancillary services.

Our operations resulted in a net income attributable to Foundation HealthCare common stock of $0.3 million during the third quarter of 2015, compared to a net income of $0.2 million during the third quarter of 2014. Earnings per share from continuing operations for the three months ended September 30, 2015 was $0.02 compared to an earnings per share of $0.01 per share in the prior year.

Adjusted EBITDA was $5.0 million for the 2015 third quarter compared to $3.5 million in the third quarter of 2014.

Year-To-Date 2015 Financial Results:

Net revenues for the nine months ended September 30, 2015 were $94.0 million, up 32% from $71.1 million reported in the first nine months of 2014.  Patient services revenue (net of the provision for doubtful accounts) increased $23.1 million, or 37 percent, to $85.9 million during the nine months ended September 30, 2015 as compared to $62.8 million in the same period of 2014.  

-more-

14000 N. Portland Ave., Suite 200, Oklahoma City, OK 73134
www.FDNH.com


 

 

The increase was primarily due to increased revenue at our El Paso hospital generated by more complex cases and increased revenues from ancillary services.

Operating expenses for the first nine months of 2015 were $88.9 million compared to $72.7 million in the first nine months of 2014. The increase is due primarily to increased purchased services cost directly related to the increased net revenues generated from ancillary services.

Our operations, including the gain on the sale of our minority interest in the Sherman, Texas hospital resulted in a net income attributable to Foundation HealthCare common stock of $3.5 million during the first nine months of 2015, compared to a net loss of $3.2 million during the first nine months of 2014. Net loss per share from continuing operations for the nine months ended September 30, 2015 was $0.02 compared to a net loss per share of $0.17 per share in the prior year.

Year-To-Date Adjusted EBITDA as of September 30, 2015 was $10.8 million compared to $5.6 million for first nine months of 2014.

At September 30, 2015, cash and cash equivalents totaled $4.8 million, compared to $2.9 million at December 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: Nov. 2, 2015

Time: 4:30 p.m. Eastern time

Dial-In Number: (888) 348-6454

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: 10075178.  

About Foundation HealthCare

Headquartered in Oklahoma City, Foundation HealthCare, Inc. (OTCQB: FDNH) owns and operates surgical hospitals including ancillary hospital based services. These additional services, such as hyperbaric medicine, sleep labs, intra-operative 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 non-recurring gains.  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.

-more-

14000 N. Portland Ave., Suite 200, Oklahoma City, OK 73134
www.FDNH.com


 

 

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, CEO

Tel 405-608-1715

 

 

-more-

14000 N. Portland Ave., Suite 200, Oklahoma City, OK 73134
www.FDNH.com


 

 

FOUNDATION HEALTHCARE, INC.

 

Reconciliation of Income (Loss) from Continuing Operations to EBITDA from Continuing Operations

(Unaudited)

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Income (loss) from continuing operations, net of taxes

$

3,097,905

 

 

$

1,646,310

 

 

$

5,402,130

 

 

$

(274,649

)

EBITDA adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Plus: Interest expense, net

 

221,881

 

 

 

324,700

 

 

 

827,204

 

 

 

1,329,932

 

Plus: Provision (benefit) for income taxes

 

 

 

 

 

 

 

(114,038

)

 

 

(852,005

)

Plus: Depreciation and amortization

 

1,345,340

 

 

 

1,320,527

 

 

 

4,072,795

 

 

 

4,204,828

 

Total EBITDA adjustments

 

1,567,221

 

 

 

1,645,227

 

 

 

4,785,961

 

 

 

4,682,755

 

EBITDA from continuing operations

$

4,665,126

 

 

$

3,291,537

 

 

$

10,188,091

 

 

$

4,408,106

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA from continuing operations

$

4,665,126

 

 

$

3,291,537

 

 

$

10,188,091

 

 

$

4,408,106

 

Adjusted EBITDA adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Plus: Stock compensation expense

 

286,259

 

 

 

185,171

 

 

 

634,865

 

 

 

1,191,286

 

Total Adjusted EBITDA adjustments

 

286,259

 

 

 

185,171

 

 

 

634,865

 

 

 

1,191,286

 

Adjusted EBITDA

$

4,951,385

 

 

$

3,476,708

 

 

$

10,822,956

 

 

$

5,599,392

 

 

-more-

14000 N. Portland Ave., Suite 200, Oklahoma City, OK 73134
www.FDNH.com


 

 

FOUNDATION HEALTHCARE, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

 

 

September 30,

 

 

December 31,

 

 

2015

 

 

2014

 

ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

$

4,751,278

 

 

$

2,860,025

 

Accounts receivable, net of allowance for doubtful

   accounts of $1,184,000 and $1,742,000, respectively

 

21,321,016

 

 

 

18,971,435

 

Receivables from affiliates

 

524,479

 

 

 

1,157,184

 

Supplies inventories

 

1,912,887

 

 

 

1,863,175

 

Prepaid and other current assets

 

3,187,300

 

 

 

4,487,873

 

Current assets from discontinued operations

 

246,011

 

 

 

342,441

 

Total current assets

 

31,942,971

 

 

 

29,682,133

 

Property and equipment, net

 

11,962,955

 

 

 

13,465,190

 

Equity method investments in affiliates

 

2,909,701

 

 

 

3,558,020

 

Intangible assets, net

 

7,536,727

 

 

 

9,080,395

 

Goodwill

 

973,927

 

 

 

973,927

 

Other assets

 

535,704

 

 

 

437,809

 

Other assets from discontinued operations

 

792,184

 

 

 

2,329,395

 

Total assets

$

56,654,169

 

 

$

59,526,869

 

LIABILITIES, PREFERRED NONCONTROLLING INTEREST

AND SHAREHOLDERS’ DEFICIT

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Accounts payable

$

6,498,219

 

 

$

10,364,160

 

Accrued liabilities

 

11,472,795

 

 

 

10,223,388

 

Preferred noncontrolling interests dividends payable

 

177,623

 

 

 

195,212

 

Short-term debt

 

398,207

 

 

 

456,784

 

Current portion of long-term debt

 

4,828,974

 

 

 

5,023,048

 

Other current liabilities

 

1,349,586

 

 

 

1,052,543

 

Current liabilities from discontinued operations

 

1,394,521

 

 

 

839,791

 

Total current liabilities

 

26,119,925

 

 

 

28,154,926

 

Long-term debt, net of current portion

 

18,318,716

 

 

 

24,737,719

 

Deferred lease incentive

 

7,908,895

 

 

 

8,608,716

 

Other liabilities

 

6,380,263

 

 

 

5,424,313

 

Total liabilities

 

58,727,799

 

 

 

66,925,674

 

Preferred noncontrolling interest

 

7,830,000

 

 

 

8,700,000

 

Commitments and contingencies (Note 10)

 

 

 

 

 

 

 

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;

    17,273,180 and 17,263,842 issued and outstanding, respectively

 

1,727

 

 

 

1,726

 

Paid-in capital

 

19,900,781

 

 

 

19,321,267

 

Accumulated deficit

 

(33,718,357

)

 

 

(37,265,044

)

Total Foundation Healthcare shareholders’ deficit

 

(13,815,849

)

 

 

(17,942,051

)

Noncontrolling interests

 

3,912,219

 

 

 

1,843,246

 

Total deficit

 

(9,903,630

)

 

 

(16,098,805

)

Total liabilities, preferred noncontrolling interest and shareholders’ deficit

$

56,654,169

 

 

$

59,526,869

 

-more-

14000 N. Portland Ave., Suite 200, Oklahoma City, OK 73134
www.FDNH.com


 

 

FOUNDATION HEALTHCARE, INC.

Condensed Consolidated Statements of Operations

For the Three Months Ended September 30, 2015 and 2014

(Unaudited)

 

 

2015

 

 

2014

 

Net Revenues:

 

 

 

 

 

 

 

Patient services

$

31,765,408

 

 

$

26,183,803

 

Provision for doubtful accounts

 

(1,402,684

)

 

 

(1,562,147

)

Net patient services revenue

 

30,362,724

 

 

 

24,621,656

 

Management fees from affiliates

 

1,217,108

 

 

 

1,352,909

 

Other revenue

 

1,017,134

 

 

 

1,450,021

 

Revenues

 

32,596,966

 

 

 

27,424,586

 

Equity in earnings of affiliates

 

247,223

 

 

 

581,171

 

Operating Expenses:

 

 

 

 

 

 

 

Salaries and benefits

 

8,698,484

 

 

 

7,339,528

 

Supplies

 

7,115,559

 

 

 

6,748,785

 

Other operating expenses

 

12,445,063

 

 

 

10,655,907

 

Depreciation and amortization

 

1,345,340

 

 

 

1,320,527

 

Total operating expenses

 

29,604,446

 

 

 

26,064,747

 

Other Income (Expense):

 

 

 

 

 

 

 

Interest expense, net

 

(221,881

)

 

 

(324,700

)

Other income

 

80,043

 

 

 

30,000

 

Net other (expense)

 

(141,838

)

 

 

(294,700

)

Income from continuing operations, before taxes

 

3,097,905

 

 

 

1,646,310

 

Benefit for income taxes

 

 

 

 

 

Income from continuing operations, net of taxes

 

3,097,905

 

 

 

1,646,310

 

Income (loss) from discontinued operations, net of tax

 

34,744

 

 

 

(83,997

)

Net income

 

3,132,649

 

 

 

1,562,313

 

Less:  Net income attributable to noncontrolling interests

 

2,617,821

 

 

 

1,208,648

 

Net income attributable to Foundation Healthcare

 

514,828

 

 

 

353,665

 

Preferred noncontrolling interests dividends

 

(175,646

)

 

 

(199,502

)

Net income attributable to Foundation Healthcare common stock

$

339,182

 

 

$

154,163

 

Earnings per common share (basic and diluted):

 

 

 

 

 

 

 

Net income attributable to continuing operations

    attributable to Foundation Healthcare common stock

$

0.02

 

 

$

0.01

 

Income from discontinued operations, net of tax

 

0.00

 

 

 

0.00

 

Net income per share, attributable to

    Foundation Healthcare common stock

$

0.02

 

 

$

0.01

 

Weighted average number of common and diluted shares outstanding

 

17,271,513

 

 

 

17,182,473

 

-more-

14000 N. Portland Ave., Suite 200, Oklahoma City, OK 73134
www.FDNH.com


 

 

FOUNDATION HEALTHCARE, INC.

Condensed Consolidated Statements of Operations

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

 

 

2015

 

 

2014

 

Net Revenues:

 

 

 

 

 

 

 

Patient services

$

89,855,903

 

 

$

65,607,006

 

Provision for doubtful accounts

 

(4,001,230

)

 

 

(2,799,237

)

Net patient services revenue

 

85,854,673

 

 

 

62,807,769

 

Management fees from affiliates

 

4,440,184

 

 

 

4,056,981

 

Other revenue

 

3,707,213

 

 

 

4,271,194

 

Revenues

 

94,002,070

 

 

 

71,135,944

 

Equity in earnings of affiliates

 

978,295

 

 

 

1,752,284

 

Operating Expenses:

 

 

 

 

 

 

 

Salaries and benefits

 

24,354,308

 

 

 

22,317,768

 

Supplies

 

20,575,610

 

 

 

17,383,162

 

Other operating expenses

 

39,927,517

 

 

 

28,810,032

 

Depreciation and amortization

 

4,072,795

 

 

 

4,204,828

 

Total operating expenses

 

88,930,230

 

 

 

72,715,790

 

Other Income (Expense):

 

 

 

 

 

 

 

Interest expense, net

 

(827,204

)

 

 

(1,329,932

)

Other income

 

65,161

 

 

 

30,840

 

Net other (expense)

 

(762,043

)

 

 

(1,299,092

)

Income (loss) from continuing operations, before taxes

 

5,288,092

 

 

 

(1,126,654

)

Benefit for income taxes

 

114,038

 

 

 

852,005

 

Income (loss) from continuing operations, net of taxes

 

5,402,130

 

 

 

(274,649

)

Income (loss) from discontinued operations, net of tax

 

3,805,801

 

 

 

(333,296

)

Net income (loss)

 

9,207,931

 

 

 

(607,945

)

Less:  Net income attributable to noncontrolling interests

 

5,112,737

 

 

 

2,054,872

 

Net income (loss) attributable to Foundation Healthcare

 

4,095,194

 

 

 

(2,662,817

)

Preferred noncontrolling interests dividends

 

(548,507

)

 

 

(585,640

)

Net income (loss) attributable to Foundation Healthcare common stock

$

3,546,687

 

 

$

(3,248,457

)

Earnings per common share (basic and diluted):

 

 

 

 

 

 

 

Net loss attributable to continuing operations

    attributable to Foundation Healthcare common stock

$

(0.02

)

 

$

(0.17

)

Income (loss) from discontinued operations, net of tax

 

0.22

 

 

 

(0.02

)

Net income (loss) per share, attributable to

    Foundation Healthcare common stock

$

0.20

 

 

$

(0.19

)

Weighted average number of common and diluted shares outstanding

 

17,258,727

 

 

 

17,016,318

 

-more-

14000 N. Portland Ave., Suite 200, Oklahoma City, OK 73134
www.FDNH.com


 

 

FOUNDATION HEALTHCARE, INC.

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

 

 

2015

 

 

2014

 

Operating activities:

 

 

 

 

 

 

 

Net income (loss)

$

9,207,931

 

 

$

(607,945

)

Less:  Income (loss) from discontinued operations, net of tax

 

3,805,801

 

 

 

(333,296

)

Income (loss) from continuing operations, net of tax

 

5,402,130

 

 

 

(274,649

)

Adjustments to reconcile net income (loss) from continuing operations, net of tax, to net cash provided

    by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

4,072,795

 

 

 

4,204,828

 

Stock-based compensation, net of cashless vesting

 

579,515

 

 

 

876,851

 

Provision for doubtful accounts

 

4,001,230

 

 

 

2,799,237

 

Equity in earnings of affiliates

 

(978,295

)

 

 

(1,752,284

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable, net of provision for doubtful accounts

 

(6,350,811

)

 

 

(4,338,374

)

Receivables from affiliates

 

632,705

 

 

 

(175,698

)

Supplies inventories

 

(49,712

)

 

 

(35,657

)

Prepaid and other current assets

 

1,300,573

 

 

 

(1,489,956

)

Other assets

 

(97,895

)

 

 

(204,838

)

Accounts payable

 

(3,865,959

)

 

 

(1,791,968

)

Accrued liabilities

 

1,249,407

 

 

 

3,810,422

 

Other current liabilities

 

297,043

 

 

 

(2,330,737

)

Other liabilities

 

256,129

 

 

 

3,087,988

 

Net cash provided by operating activities from continuing operations

 

6,448,855

 

 

 

2,385,165

 

Net cash used in operating activities from discontinued operations

 

(2,394,061

)

 

 

(454,338

)

Net cash provided by operating activities

 

4,054,794

 

 

 

1,930,827

 

Investing activities:

 

 

 

 

 

 

 

Purchase of property and equipment

 

(1,157,635

)

 

 

(1,810,180

)

Disposal of property and equipment

 

130,745

 

 

 

 

Proceeds from sale of equity investment

 

 

 

 

178,000

 

Distributions from affiliates

 

1,626,614

 

 

 

2,061,937

 

Net cash provided by investing activities from continuing operations

 

599,724

 

 

 

429,757

 

Net cash provided by investing activities from discontinued operations

 

8,388,233

 

 

 

 

Net cash provided by investing activities

 

8,987,957

 

 

 

429,757

 

Financing activities:

 

 

 

 

 

 

 

Debt proceeds

 

4,995,966

 

 

 

29,092,552

 

Debt payments

 

(11,667,620

)

 

 

(24,560,683

)

Preferred noncontrolling interest dividends

 

(566,096

)

 

 

(583,693

)

Preferred noncontrolling interest redemptions

 

(870,000

)

 

 

 

Distributions to noncontrolling interests

 

(3,043,748

)

 

 

(2,879,989

)

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

 

(11,151,498

)

 

 

1,068,187

 

Net cash used in financing activities from discontinued operations

 

 

 

 

(4,072,896

)

Net cash used in financing activities

 

(11,151,498

)

 

 

(3,004,709

)

Net change in cash and cash equivalents

 

1,891,253

 

 

 

(644,125

)

Cash and cash equivalents at beginning of period

 

2,860,025

 

 

 

4,212,076

 

Cash and cash equivalents at end of period

$

4,751,278

 

 

$

3,567,951

 

Cash Paid for Interest and Income Taxes:

 

 

 

 

 

 

 

Interest expense

$

1,280,000

 

 

$

1,604,256

 

Interest expense, discontinued operations

$

 

 

$

168,733

 

Income taxes, continuing operations

$

 

 

$

3,255,623

 

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14000 N. Portland Ave., Suite 200, Oklahoma City, OK 73134
www.FDNH.com