Attached files
| file | filename |
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| EX-31.4 - EX-31.4 - Adeptus Health Inc. | adpt-20151231ex31478b3a1.htm |
| EX-99.1 - EX-99.1 - Adeptus Health Inc. | adpt-20151231ex9914598da.htm |
| EX-23.2 - EX-23.2 - Adeptus Health Inc. | adpt-20151231ex2328d7a20.htm |
| EX-31.3 - EX-31.3 - Adeptus Health Inc. | adpt-20151231ex313373979.htm |
| EX-32.3 - EX-32.3 - Adeptus Health Inc. | adpt-20151231ex323914999.htm |
| EX-32.4 - EX-32.4 - Adeptus Health Inc. | adpt-20151231ex324cd91de.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
Amendment No. 1
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2015Commission file number 001-36520
ADEPTUS HEALTH INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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46-5037387 |
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(State or other jurisdiction of |
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(I.R.S. Employer Identification No.) |
2941 Lake Vista Drive
Lewisville, TX 75067
(Address of principal executive offices) (Zip Code)
(972) 899-6666
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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(Title of Class) |
(Name of each exchange which registered) |
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Class A Common Stock, $0.01 par value per share |
New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ◻ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes ◻ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ◻
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ◻
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
◻ (Do not check if a smaller reporting company) |
Smaller reporting company |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ◻ No ☒
As of June 30, 2015, the aggregate market value of Class A common stock held by non-affiliates was approximately $764.7 million based upon a total of 8,050,000 shares of Class A common stock held by non-affiliates and a closing price of $94.99 per share for the Class A as reported on the New York Stock Exchange on such date.
As of February 15, 2016, 14,266,784 shares of Class A common stock, par value $0.01 per share, and 6,510,738 shares of Class B common stock, par value $0.01 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K incorporate information by reference from the registrant’s definitive proxy statement relating to its 2016 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of the registrant’s fiscal year.
Explanatory Note
This Amendment No. 1 to Annual Report on Form 10-K/A amends the Annual Report on Form 10-K for the year ended December 31, 2015 of Adeptus Health Inc. (the "Company"), which was filed with the Securities and Exchange Commission on February 29, 2016. This Form 10-K/A is being filed solely for the purpose of providing separate audited financial statements of UCHealth Partners LLC (“UCHealth Partners,”) which comprise the consolidated balance sheet as of December 31, 2015, and the related consolidated statement of income, consolidated statement of changes in members’ equity and consolidated statement of cash flows for the period from April 20, 2015 through December 31, 2015 in accordance with Rule 3-09 of Regulation S-X. The audited financial statements and Independent Auditor's Report of UCHealth Partners LLC, are filed as Exhibit 99.1 and are included as financial statement schedules in Item 15(c), "Exhibits and Financial Statement Schedules" of this Form 10-K/A. The Company accounts for its interest in UCHealth Partners under the equity method of accounting. The financial statements of UCHealth Partners as of December 31, 2015 and for the period from April 20, 2015 through December 31, 2015 were not available at the time that the Company filed its Annual Report on Form 10-K on February 29, 2016.
The consent of KPMG LLP, independent auditors for the Company, is also filed as an exhibit to this Amendment No. 1 to Annual Report on Form 10-K/A. In addition, this Form 10-K/A includes an updated exhibit index in respect thereof and certifications under Section 302 and 906 of the Sarbanes-Oxley Act of 2002.
Except as described above, this Amendment No. 1 on Form 10-K/A does not update or modify any other information presented in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as originally filed. This Amendment No. 1 does not update or modify in any way the financial position, results of operations, cash flows, equity or related disclosures in the Company's Annual Report on Form 10-K, and does not reflect events occurring after the Form 10-K’s original filing date of February 29, 2016. Accordingly, this Form 10-K/A should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2015 and the other Company filings made with the SEC subsequent to the filing of the Annual Report on Form 10-K for the year ended December 31, 2015.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)Financial Statements
(1)The financial statements filed as a part of this Annual Report on Form 10-K are listed on the index to financial statements.
(b)Exhibits
See Exhibit Index at the end of this Annual Report on Form 10-K, which is incorporated by reference.
(c)Refer to Exhibit 99.1 to this Amendment No 1. to the Annual Report on Form 10-K/A for the separate audited financial statements and related disclosures of UCHealth Partners LLC pursuant to Rule 3-09 of Regulation S-X.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas, on this 30 day of March 2016.
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Adeptus Health Inc. |
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By: |
/s/ Thomas S. Hall |
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Thomas S. Hall |
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Chairman of the Board, President, Chief Executive Officer and Director |
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
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Signature |
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Title |
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Date |
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/s/ Thomas S. Hall |
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Chairman of the Board, Chief Executive |
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Thomas S. Hall |
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Officer and Director (Principal Executive Officer) |
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March 30, 2016 |
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/s/ Timothy L. Fielding |
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Chief Financial Officer (Principal Financial Officer |
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Timothy L. Fielding |
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and Principal Accounting Officer |
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March 30, 2016 |
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/s/ Richard Covert |
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Vice-Chairman of the Board, Director |
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March 30, 2016 |
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Richard Covert |
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/s/ Daniel W. Rosenberg |
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Director |
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March 30, 2016 |
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Daniel W. Rosenberg |
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/s/ Gregory W. Scott |
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Director |
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March 30, 2016 |
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Gregory W. Scott |
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/s/ Ronald L. Taylor |
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Director |
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March 30, 2016 |
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Ronald L. Taylor |
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/s/ Jeffery S. Vender |
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Director |
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March 30, 2016 |
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Jeffery S. Vender |
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/s/ Steven V. Napolitano |
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Director |
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March 30, 2016 |
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Steven V. Napolitano |
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/s/ Stephen M. Mengert |
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Director |
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March 30, 2016 |
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Stephen M. Mengert |
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Exhibit No. |
Description |
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3.1 |
Amended and Restated Certificate of Incorporation of Adeptus Health Inc. (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36520) filed with the Commission on June 30, 2014). |
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3.2 |
Amended and Restated By‑laws of Adeptus Health Inc., dated June 25, 2014 (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K (File No. 001-36520) filed with the Commission on June 30, 2014). |
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4.1 |
Stockholders’ Agreement, dated as of June 25, 2014, among Adeptus Health Inc. and the other stockholders named therein (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Current Report on Form 8-K (File No. 001-36520) filed with the Commission on June 30, 2014). |
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10.1 |
Amended and Restated Limited Liability Company Agreement of Adeptus Health LLC, dated June 24, 2014 (incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K (File No. 001-36520) filed with the Commission on June 30, 2014). |
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10.2 |
Registration Rights Agreement, dated as of June 25, 2014, by and among the Company and the stockholders named therein (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (File No. 001-36520) filed with the Commission on June 30, 2014). |
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10.3 |
Tax Receivable Agreement, dated as of June 25, 2014, among Adeptus Health Inc. and the other parties named therein (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K (File No. 001-36520) filed with the Commission on June 30, 2014). |
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10.4 |
Agreement and Plan of Merger, dated as of June 24, 2014, by and among Adeptus Health Inc., SCP III AIV THREE‑FCER Blocker, Inc. and SCP III AIV THREE‑FCER Conduit, L.P. (incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K (File No. 001-36520) filed with the Commission on June 30, 2014). |
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10.5 |
Senior Secured Credit Facility, dated as of October 31, 2013, among First Choice ER, LLC, the subsidiaries identified therein, Fifth Street Finance Corp., as Administrative Agent and L/C Arranger, and the other lenders party thereto. (incorporated by reference to Exhibit 10.3 of the Registrant’s Registration Statement on Form S-1 (File No. 333-196142) filed with the Commission on May 21, 2014. |
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10.6 |
Amendment to Credit Agreement, dated as of March 31, 2014, among First Choice ER, LLC and Fifth Street Finance Corp. (incorporated by reference to Exhibit 10.18 of Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-196142) filed with the Commission on June 12, 2014. |
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10.7 |
Second Amendment to Credit Agreement and First Amendment to Security and Pledge Agreement, dated as of June 11, 2014, among First Choice ER, LLC and Fifth Street Finance Corp. (incorporated by reference to Exhibit 10.19 of Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-196142) filed with the Commission on June 12, 2014. |
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10.8 |
Master Funding and Development Agreement, dated as of June 11, 2013, between MPT Operating Partnership, L.P. and First Choice ER, LLC. (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.4 of the Registrant’s Registration Statement on Form S-1 (File No. 333-196142) filed with the Commission on June 12, 2014. |
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10.9 |
Master Funding and Development Agreement, dated as of July 29, 2014, between MPT Operating Partnership, L.P. and First Choice ER, LLC. (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.13 of the Registrant’s Quarterly Report on From 10-Q (File No. 001-36520) filed with the Commission on August 8, 2014). |
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10.10 |
Advisory Services Agreement, dated as of September 30, 2011, between Sterling Fund Management, LLC and First Choice ER, LLC. (incorporated by reference to Exhibit 10.5 of the Registrant’s Registration Statement on Form S-1 (File No. 333-196142) filed with the Commission on May 21, 2014. |
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10.11 |
Termination Agreement with respect to the Advisory Services Agreement, dated as of June 24, 2014, between Sterling Fund Management, LLC and First Choice ER, LLC. (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K (File No. 001-36520) filed with the Commission on June 30, 2014) |
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10.12† |
Employment Agreement by and between First Choice ER, LLC and Thomas Hall, dated March 12, 2012 (incorporated by reference to Exhibit 10.8 of Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-196142) filed with the Commission on June 12, 2014). |
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10.13† |
Amendment to Employment Agreement by and between First Choice ER, LLC and Thomas Hall, dated June 24, 2014. (incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K (File No. 001-36520) filed with the Commission on June 30, 2014) |
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10.14† |
Employment Agreement by and between First Choice ER, LLC and Timothy Fielding, dated January 16, 2013 incorporated by reference to Exhibit 10.9 of Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-196142) filed with the Commission on June 12, 2014). |
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10.15† |
Amendment to Employment Agreement by and between First Choice ER, LLC and Timothy Fielding, dated June 24, 2014 (incorporated by reference to Exhibit 10.7 of the Registrant’s Current Report on Form 8-K (File No. 001-36520) filed with the Commission on June 30, 2014) |
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10.16† |
Employment Agreement by and between First Choice ER, LLC and Graham Cherrington, dated May 29, 2012 incorporated by reference to Exhibit 10.10 of Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-196142) filed with the Commission on June 12, 2014). |
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10.17† |
Amendment to Employment Agreement by and between First Choice ER, LLC and Graham Cherrington, dated June 24, 2014 (incorporated by reference to Exhibit 10.8 of the Registrant’s Current Report on Form 8-K (File No. 001-36520) filed with the Commission on June 30, 2014) |
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10.18† |
Form of Amended and Restated Restricted Units Agreement (incorporated by reference to Exhibit 10.14 of Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-196142) filed with the Commission on June 12, 2014). |
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10.19† |
Adeptus Health Inc. 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.9 of the Registrant’s Current Report on Form 8-K (File No. 001-36520) filed with the Commission on June 30, 2014). |
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10.20† |
Form of Restricted Stock Grant Notice and Restricted Stock Agreement for Executives (incorporated by reference to Exhibit 10.20 of the Registrant’s Annual Report on Form 10-K (File No. 001-36520) filed with the Commission on March 27, 2015). |
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10.21† |
Form of Restricted Stock Grant Notice and Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.21 of the Registrant’s Annual Report on Form 10-K (File No. 001-36520) filed with the Commission on March 27, 2015). |
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10.22† |
Form of Chairman of the Board Agreement between Adeptus Health Inc. and Richard Covert (incorporated by reference to Exhibit 10.17 of Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-196142) filed with the Commission on June 12, 2014). |
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10.23 |
Operating Agreement of UCHealth Partners LLC, dated as of April 20, 2015, between University of Colorado Health and Adeptus Health Colorado Holdings LLC, each as members of UCHealth Partners LLC, together with the integrated agreements (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.4 of the Registrant’s Amendment to the Quarterly Report on Form 10-Q (File No. 001-36520) filed with the Commission on August 3, 2015). |
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10.24 |
Amendment to Master Funding and Development Agreement, dated as of April 20, 2015, between MPT Operating Partnership, L.P., Adeptus Health LLC and the other signatories party thereto (incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form S-1 (File No. 333-203652) filed with the SEC on April 27, 2015). |
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10.25 |
Third Amendment and Limited Waiver and Consent to Credit Agreement and Second Amendment to Security and Pledge Agreement, dated as of April 20, 2015, among First Choice ER, LLC and Fifth Street Finance Corp. (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36520) filed with the Commission on July 31, 2015). |
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10.26 |
Amendment to Master Funding and Development Agreement, dated as of April 20, 2015, between MPT Operating Partnership, L.P., Adeptus Health LLC and the other signatories party thereto (incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form S-1 (File No. 333-203652) filed with the SEC on April 27, 2015). |
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10.27 |
Fourth Amendment to Credit Agreement, dated as of May 1, 2015, among First Choice ER, LLC and Fifth Street Finance Corp. (incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36520) filed with the Commission on July 31, 2015). |
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10.28† |
Form of Amendment No. 1 to Messrs. Hall’s, Cherrington’s and Fielding’s Amended and Restated Restricted Units Agreements (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36520) filed with the Commission on May 1, 2015). |
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10.29 |
Senior Secured Credit Facility, dated as of October 6, 2015, among First Choice ER, LLC, Adeptus Health Inc., the subsidiaries identified therein, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36520) filed with the Commission on October 9, 2015). |
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21.1** |
Subsidiaries of the Registrant. |
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23.1** |
Consent of KPMG LLP. |
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23.2* |
Consent of KPMG LLP. |
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31.1** |
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2** |
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.3* |
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.4* |
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1** |
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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32.2** |
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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32.3* |
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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32.4* |
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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99.1* |
UCHealth Partners LLC Audited Financial Statements |
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101.INS** |
XBRL Instance Document |
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101.SCH** |
XBRL Taxonomy Extension Schema Document |
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101.CAL** |
XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF** |
XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB** |
XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE** |
XBRL Taxonomy Extension Presentation Linkbase Document |
† Management compensatory plan or arrangement.
* Filed herewith.
** Included as like-numbered exhibit to the Company’s Form 10-K filed on February 29, 2016.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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