UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2016
Foundation Healthcare, Inc.
(Exact name of registrant as specified in charter)
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| Oklahoma |
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001-34171 |
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20-0180812 |
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of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
14000 N. Portland Avenue, Suite 200
Oklahoma City, Oklahoma 73134
(Address of Principal Executive Offices) (Zip Code)
(405) 608-1700
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02 |
Results of Operations and Financial Condition. |
| Item 7.01 |
Regulation FD Disclosure. |
On March 7, 2016, Foundation Healthcare, Inc. (referred
to herein as “we,” “us,” and “our”) announced its expected financial results for the year ended December 31, 2015. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the
Exchange Act, except as expressly set forth by specific reference in such a filing.
On March 14, 2016, we will distribute the slide
show, attached hereto as Exhibit 99.2 and incorporated herein by reference, in conjunction with its presentation at ROTH Capital Partners’ 28th Annual ROTH Conference in Laguna Niguel, California.
Note Regarding Non-GAAP Financial Measures
The investor presentation attached as an exhibit hereto contains certain references to EBITDA and adjusted EBITDA values, which are non-GAAP
financial measures, as defined under Regulation G of the rules and regulations of the SEC.
Adjusted EBITDA
We are 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 stock compensation expense. 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 investor presentation. 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.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 9, 2016, the Compensation Committee determined to award Hugh King, our Chief Financial Officer (Principal Financial and
Accounting Officer), a discretionary bonus in an amount equal to $94,875. The Compensation Committee also determined to pay $41,250 of Mr. King’s bonus in cash and $53,625 in shares of our common stock. The number of shares of common stock
shall be determined by reference to $3.80, the closing price of our common stock on March 9, 2016. Based on such closing price, we will issue 14,112 shares of our common stock to Mr. King.
| Item 9.01. |
Financial Statements and Exhibits. |
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| Exhibit
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Description |
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| 99.1 |
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Press Release Issued on March 7, 2016 |
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| 99.2 |
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Investor Presentation |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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By: |
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FOUNDATION HEALTHCARE, INC. |
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| Date: March 11, 2016 |
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By: |
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/s/ STANTON NELSON |
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Stanton Nelson Chief Executive
Officer |
EXHIBIT INDEX
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| Exhibit
No. |
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Exhibit |
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| 99.1 |
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Press Release Issued on March 7, 2016 |
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| 99.2 |
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Investor Presentation |
Exhibit 99.1
Primary contact: Brooks O’Neil, 952-239-7677 (brooks@whiteoaksir.com)
FOUNDATION HEALTHCARE EXPECTS $125-$127.5 MILLION IN REVENUE UP 19% YEAR-OVER-YEAR AND $0.30-$0.34 EPS, FOR FY 2015;
COMPANY TO HOST FOURTH QUARTER AND FISCAL YEAR 2015 FINANCIAL RESULTS CONFERENCE CALL WEDNESDAY, MARCH 16
OKLAHOMA CITY, March 7, 2016 –
Foundation HealthCare (FDNH), which is an owner and operator of surgical hospitals, announced today it has scheduled a conference call for Wednesday, March 16 at 4:30 p.m. EST (3:30 p.m. CST), to discuss its operating results for the
fourth quarter and year ended December 31, 2015. The Company plans to report its final operating results earlier the same day. Preliminary net income per share attributable to Foundation Healthcare common stock is expected to be $0.30 to $0.34
for 2015 compared to a net loss per share of $0.12 in 2014. Preliminary net revenues and earnings from affiliates for 2015 are expected to be $125.0 million to $127.5 million, an increase of more than 19% over the prior year. Revenue growth has been
primarily fueled by expanded ancillary services. The Company expects a strong revenue and earnings growth in 2016 as a result of the continued execution of core strategies and the inclusion of the newest hospital in Houston, which was acquired at
the end of 2015.
Foundation’s CEO, Stanton Nelson, and CFO, Hugh King, will host the conference call on Wednesday, March 16.
Investors can participate by phone, or listen to the call via audio webcast as follows:
Via phone
Please dial the toll free number, 888-348-6454, at 4:30 p.m. EST (3:30 p.m. CST) and ask to join the Foundation HealthCare earnings call. At the
conclusion of the call, a replay will be available until March 30, 2016. To access the replay of the call dial 877-870-5176 and provide the participant passcode 10082263.
Via webcast
The conference call will also be broadcast
live at the investor relations section of the Company’s website at www.fdnh.com.
About Foundation Healthcare
Headquartered in Oklahoma City, Okla., Foundation HealthCare owns and/or operates four surgical hospitals and ten surgery centers in seven states.
Physicians who operate in our facilities
14000 N. Portland Ave.,
Suite 200, Oklahoma City, OK 73134
www.FDNH.com
currently provide general surgeries and surgeries in such specialties as orthopedics, neurosurgery, pain management, podiatry, gynecology, optometry, gastroenterology and pediatric ENT
(tubes/adenoids).
Foundation HealthCare’s management seeks to operate each facility efficiently and effectively such that patients receive
high quality, cost effective care. The Foundation team seeks to improve the performance of each hospital by recruiting physicians to operate in its facilities and incorporating additional ancillary services in their markets. These additional service
lines, such as toxicology, wound care, sleep management, radiology and imaging, 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.
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.
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14000 N. Portland Ave., Suite 200, Oklahoma City, OK 73134
www.FDNH.com
Stanton Nelson, CEO March 14-16, 2016
FOUNDATION HEALTHCARE Investor Presentation Exhibit 99.2
Forward Looking Statements This
presentation includes forward looking statements. All statements other than statements of historical fact, including, without limitation, statements regarding future plans and objectives of Foundation Healthcare or the Corporation, are
forward-looking statements that involve various risks, assumptions, estimates, and uncertainties. These statements reflect the current projections, expectations or beliefs of Foundation Healthcare and are based on information currently available to
the Corporation. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. All forward looking statements made in this
presentation are qualified by these cautionary statements and the risk factors described above. All such statements are made as of the date this presentation is given and Foundation Healthcare assumes no obligation to update or revise these
statements. An investment in Foundation Healthcare is speculative due to the nature of the Corporation's business. Investors must rely upon the ability, expertise, judgment, discretion, integrity, and good faith of the Management of the Corporation.
Recipient acknowledges that Foundation Healthcare is subject to the reporting requirements of the Securities and Exchange Commission. Recipient further acknowledges that the financial information included in this presentation related to Foundation
Healthcare is confidential until such time as the financial information has been filed with the SEC on Form 8-K. Recipient agrees not to use any confidential information to purchase, sell, or otherwise transfer or dispose of Foundation
Healthcare’s common stock.
Foundation Healthcare: Company Snapshot
Foundation Healthcare, Inc. (OTCQB: FDNH) Application filed to up- list to NASDAQ Business Description Own and operate Surgical Hospitals Corporate Headquarters Oklahoma City, OK Shares O/S; FDNH share price 1 17.3 million @ $3.88/share Market
Capitalization 1 $67.1 million Cash 2 $4.8 million Total Debt2 $56.5 million Enterprise Value 1, 2 $118.8 million Reported Q3 9/30/15 Revenue Adjusted EBITDA $32.8 million $5.0 million Expected Fiscal Year 2015 Revenue Earning Per Share (Range)
$125.0 million to $128 million $.30 to $.34 1 Share price as of 1/8/16 2 Financial data as of 9/30/15 adjusted for Sale of Sherman property and acquisition of UGH per filed 8Ks
FDNH operates majority-owned Surgical
Hospitals in partnership with physicians Currently own four surgical hospitals (three majority-owned) and seven ambulatory surgical centers (ASCs) Physician partners : 350+ owners and 165 non-owners Completed the acquisition of University General
Hospital (UGH) in Houston on 12/31/15 Will be immediately accretive History of strong revenue and profit growth post acquisition Robust pipeline of potential hospital acquisitions in addition to UGH Management – experienced operators with
strong bench strength Highly-scalable – many markets with opportunities to drive revenue growth with related services Foundation Healthcare: Company Overview 4
Foundation Healthcare: Management
Objectives 5 Accelerate Growth. FDNH completed its most recent acquisition of UGH on 12/31/2015 UGH generated $70 million of revenue in 2014 Q3 revenue and adjusted EBITDA growth of 18.9% and 34.0%, respectively Annual revenue growth expected to
exceed 20% Expect solid organic growth and robust acquisition pipeline Improve Stock Liquidity. 90%+ of shares are owned by insiders and other investors who have been owners for many years Application is pending for up-list to NASDAQ Improve
Awareness. Management is actively seeking growth oriented investors and sell-side research firms Increase Shareholder Value. Management is focused on improving returns for shareholders Management owns 33% of the company
Foundation Healthcare: Management Team
6 Thomas Michaud Chairman of the Board Founded Foundation Surgery Affiliates, LLC (“FSA”) CEO of FSA and Foundation Surgical Hospital Affiliates, LLC Stanton Nelson CEO CEO since January 2010 Vice Chairman of Valliance Bank. Prior CEO of
Monroe-Stephens Broadcasting and VP of Oliver Investments Jennifer Duke CDO Joined Company in 2015 with 15+ years of health care experience Scott Martin COO Joined Company in 2016 with 10+ Years of health care experience Former Group Vice President,
Nueterra healthcare Hugh King CFO Joined Company in 2014 with 35+ years of hospital financial management experience Former Vice President and CFO at four multi-hospital systems. Travis Crenshaw CIO Joined Company in 2014 Former Vice President &
Chief Information Officer, United Surgical Partners International Cindy Braly CNO Joined company in 2011 with 35+ years of leadership in acute care surgical nursing, quality management, and accreditation
Case Study: San Antonio – De Novo
Development
Foundation Healthcare: San Antonio
Diagnostic Imaging Centers Physical Therapists Wound Care 8 Foundation Surgical Hospital of San Antonio
Foundation Healthcare: San Antonio 9
The Proof is in the Numbers…
Case Study: El Paso –
Acquisition out of Bankruptcy
Foundation Healthcare: El Paso
Surgical Centers Diagnostic Imaging Centers Physical Therapists Reference Lab Oncology Wound Care 11
Foundation Healthcare: El Paso 12
The Proof is in the Numbers…And More Opportunities to Come
El Paso – The Proof is in the
Numbers… And More Opportunities to Come… 13
UGH Opportunity
Foundation Healthcare: UGH –
Houston Established Surgical Hospital located in a desirable location in Houston, Texas Opened in 2006 and grandfathered for physician ownership under ACA Licensed for: 69 inpatient beds Six operating rooms (main campus) HOPD ambulatory surgery
facility (three operating rooms) Reported more than $70 million of net revenue in 2014 Reported an operating loss of $24.1million (excluding intercompany write-offs), or 34.4% Compared to an operating margin of 23.3% at El Paso surgical hospital
when FDNH acquired the facility Significant opportunity for revenue and margin improvement Acquired by FDNH on 12/31/2015 for $33.0 million financed by cash and debt
Foundation Healthcare: UGH Details
and Opportunity Bankruptcy Court approved Section 363 sale to Foundation on November 9, 2015 Transaction is expected to be immediately accretive to earnings Purchase price = $33.0 million financed by equipment financing ($5.0 million), note to UGH
parent corporation ($7.9 million) and bank financing ($20.1 million) Operating improvement plan includes: Re-syndicate to 49% physician (predominantly surgeon) ownership Transition could be completed before July 1, 2015 Buy-in will generate $4.9
million of proceeds used to reduce debt Improve physician recruitment (owners and partners) Add additional service lines Eliminate duplicative overhead costs Implement productivity system to drive staffing improvement Implement proprietary BI system
to monitor daily profitability by case, physician and service line
FDNH Financial Appendix
17
Foundation Healthcare: Income
Statement 18 Dollars In Thousands Nine Months Ended Year Ended September 30, December 31, 2015 2014 2014 2013 Total Revenue and Equity from Affiliates $94,980 $72,888 $,104,225 $92,115 Total Operating Expense 88930 72716 101591 112579 Total Other
Income/(Expense) -762 -1299 -1226 9043 (Provision) Benefit for Income Taxes 114 852 852 -3777 Income (Loss) from Continuing Operations, Net of Taxes 5402 -275 2260 -15198 Income (Loss) from Discontinued Operations, Net of Taxes 3806 -333 255 139 Net
Income (Loss) 9208 -608 2515 -15059 Less: Non-controlling Interests 5113 2055 3827 4345 Net Income (Loss) to Foundation HealthCare $4,095 $-2,663 $-1,312 $,-19,404 Adjusted EBITDA from Continuing Operations $10,823 $5,599 $9,624 $-4,157 Adjusted
EBITDA Percentage 0.11395030532743736 7.7% 9.2% -4.5%
Foundation Healthcare: Balance Sheet
19 Dollars In Thousands September 30, December 31, 2015 2014 Cash and Cash Equivalents $4,751 $2,860 Working Capital 5823 1527 Total Assets 56654 59527 Short-Term Debt 398 457 Long Term Debt 23148 29761 Total Liabilities From Discontinued Operations
1395 840 Preferred Non-controlling Interests 7830 8700 Accumulated Deficit -33718 -37265 Total Stockholder Equity (Deficit) $,-13,816 $,-17,942
Foundation Healthcare: Adj. EBITDA
(Cont. Ops) 20 Dollars In Thousands Nine Months Ended Year Ended September 30, December 31, 2015 2014 2014 2013 Net Income (Loss) From Continuing Operations $5,402 $-,275 $2,260 $,-15,198 Interest Expense 827 1330 1601 2171 Provision (Benefit) for
Income Taxes -114 -852 -852 3777 Depreciation and Amortization 4073 4205 5550 5093 EBITDA From Continuing Operations 10188 4408 8559 -4157 Add: Stock Compensation 635 1191 1065 130 Adjusted EBITDA From Continuing Operations $10,823 $5,599 $9,624
$-4,027
Foundation HealthCare 14000 N.
Portland Ave., Suite 200 Oklahoma City, OK 73134 800.783.0404 www.fdnh.com 21