Form 8-K - Current report

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): August 8, 2024

NUTEX HEALTH INC.

(Exact name of registrant as specified in its charter)


Delaware	001-41346	11-3363609
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

‎6030 S. Rice Ave, Suite C, Houston, Texas 77081

(Address of principal executive offices) (zip code)

‎(713) 660-0557‎

(Registrant’s telephone number, including area code)

N/A

(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	NUTX	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.‎ Results of Operations and Financial Condition

On August 8, 2024, Nutex Health Inc. (the “Company”) announced its financial and operating results for the quarter ending June 30, 2024. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.	Description of Exhibit
99.1	Press Release dated August 8, 2024
104	Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

THE INFORMATION CONTAINED IN ITEM 2.02 OF THIS CURRENT REPORT, INCLUDING EXHIBIT 99.1 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	Date: August 8, 2024
	Nutex Health Inc.

	By: /s/ Jon C. Bates
	Jon C. Bates
	Chief Financial Officer

NUTEX HEALTH reports SECOND quarter and Six months ended June 30, 2024 financial results

●

Total revenue of $143.5 million for THE first half 2024 vs $115.3 Million FOR THE first half 2023, an increase of 25%

●

HOSPITAL DIVISION VISITS OF 81,276 FOR THE first half 2024 VS VISITS OF 65,244 FOR THE first half 2023, An increase of 25%

●

hospital division operating income of $33.3 million for THE first half 2024 VS $13.9 million FOR THE first half 2023, an increase of 140%

●

Net cash from operating activities of $16.3 million for THE FIRST HALF 2024

●

COMPANY CONTINUES ITS FOCUS ON INCREASING CASH FLOW

HOUSTON, TX − (PRNewswire) – AUGUST 8, 2024 – Nutex Health Inc. (“Nutex Health” or the “Company”) (NASDAQ: NUTX), a physician-led, integrated healthcare delivery system comprised of 21 state-of-the-art micro hospitals and hospital outpatient departments (HOPDs) in nine states and primary care-centric, risk-bearing physician networks, today announced second quarter 2024 financial results for the three and six months ended June 30, 2024.

Financial Highlights for the Three Months Ended June 30, 2024:

●

Total revenue of $76.1 million as compared to total revenue of $58.9 million for the three months ended June 30, 2023, an increase of 29%. Of this revenue growth, mature hospitals, which are hospitals opened prior to December 31, 2021, increased by 13.2% in 2024 compared to the same period in 2023.

●

Net loss attributable to Nutex Health Inc. of $0.4 million as compared to net loss attributable to Nutex Health Inc. of $3.5 million for the three months ended June 30, 2023. This includes non-cash impairment of assets of $3.5 million, non-cash impairment of goodwill of $3.2 million and $3.1 million non-cash gain on warrant liability.

●

EBITDA, attributable to Nutex Health Inc. of $8.5 million as compared to EBITDA, attributable to Nutex Health Inc. of $3.7 million for the three months ended June 30, 2023.

●

Adjusted EBITDA, attributable to Nutex Health Inc. of $12.0 million as compared to Adjusted EBITDA, attributable to Nutex Health Inc. of $4.0 million for the three months ended June 30, 2023, an increase of 200%.

●

Total visits from the Hospital Division were 41,208 for the second quarter 2024 as compared to 32,183 for the second quarter 2023, an increase of 9,025 or 28.0%. Of this visit growth, mature hospitals increased by 10.3% in 2024 compared to the same period in 2023.

Financial Highlights for the Six Months Ended June 30, 2024:

●

Total revenue of $143.5 million as compared to total revenue of $115.3 million for the six months ended June 30, 2023, an increase of approximately 25%. Of this revenue growth, mature hospitals, which are hospitals opened prior to December 31, 2021, increased by 10.0% in 2024 compared to 2023.

●

Net loss attributable to Nutex Health Inc. of $0.7 million as compared to net loss attributable to Nutex Health Inc. of $8.6 million for the six months ended June 30, 2023. This includes non-cash impairment of assets of $3.5 million, non-cash impairment of goodwill of $3.2 million and $5.7 million non-cash gain on warrant liability in the first six months of 2024.

●

EBITDA, attributable to Nutex Health Inc. of $15.6 million as compared to EBITDA, attributable to Nutex Health Inc. of $4.1 million for the six months ended June 30, 2023.

●

Adjusted EBITDA, attributable to Nutex Health Inc. of $16.6 million as compared to Adjusted EBITDA, attributable to Nutex Health Inc. of $6.4 million for the six months ended June 30, 2023, an increase of 159%.

●

Total visits from the Hospital Division were 81,276 for the six months ended June 30, 2024 as compared to 65,244 for the same period in 2023, an increase of 16,032 or 24.6%. Of this visit growth, mature hospitals increased by 9.7% in the six months ended June 30, 2024 compared to the same period in 2023.

●

Net cash from operating activities of $16.3 million. As of June 30, 2024, the Company had total assets of $422.4 million, including cash and cash equivalents of $40.8 million and long-term debt of $22.4 million.

Note: EBITDA and Adjusted EBITDA are non-GAAP financial metrics. A reconciliation of non-GAAP to GAAP measures is included below in this earnings release.

Page 1 of 8

“We are pleased to report 29% revenue growth, Adjusted EBITDA, attributable to Nutex Health Inc. of $12.0 million and a 150% increase in hospital division operating income to $22.8 million in the second quarter ended June 30, 2024, showing our continued focus on top line growth, increasing cash flow as well as improving profitability,” stated Jon Bates, Chief Financial Officer of Nutex Health.

“Nutex Health is executing extremely well, and we plan to continue to advance our strategic initiatives to drive sustainable growth. We delivered solid revenue growth while accelerating cash flow and strengthening our balance sheet in the first half of 2024. We are confident that we are taking the right steps to lay the foundation for long-term success and to increasing shareholder value,” stated Warren Hosseinion, M.D., President of Nutex Health.

“We had a solid Second Quarter with strong year over year growth. Volume continues to increase overall among our hospitals. Our average payment by insurers of patient claims increased, a trend we are optimistic will persist as we continue to work the NSA claims through the Independent Dispute Resolution process,” stated Tom Vo, M.D., MBA, Chairman and Chief Executive Officer of Nutex Health.

For more details on the Company’s Second Quarter 2024 financial results, please refer to our Quarterly Report on Form 10-Q filed with the U.S. Securities & Exchange Commission and accessible at www.sec.gov.

Page 2 of 8

NUTEX HEALTH INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	June 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	40,807,975	$	22,002,056
Accounts receivable		60,658,832		58,624,301
Accounts receivable - related parties		4,577,189		4,152,068
Inventories		2,759,448		3,390,584
Prepaid expenses and other current assets		5,066,994		2,679,394
Total current assets		113,870,438		90,848,403
Property and equipment, net		78,881,900		81,387,649
Operating right-of-use assets		11,690,957		11,853,082
Finance right-of-use assets		187,096,271		176,146,329
Intangible assets, net		16,180,504		20,512,636
Goodwill, net		13,918,719		17,066,263
Other assets		764,462		431,135

Total assets	$	422,403,251	$	398,245,497

Liabilities and Equity
Current liabilities:
Accounts payable	$	16,742,370	$	18,899,196
Accounts payable - related parties		6,796,475		6,382,197
Lines of credit		2,909,296		3,371,676
Current portion of long-term debt		14,223,944		10,808,721
Operating lease liabilities, current portion		1,998,512		1,579,987
Finance lease liabilities, current portion		5,570,604		4,315,979
Accrued expenses and other current liabilities		23,417,191		12,955,296
Total current liabilities		71,658,392		58,313,052
Long-term debt, net		22,406,516		26,314,733
Warrant liability		2,000,714		-
Operating lease liabilities, net		14,690,566		15,479,639
Finance lease liabilities, net		226,820,535		213,886,213
Deferred tax liabilities		2,804,492		5,145,754
Total liabilities		340,381,215		319,139,391

Commitments and contingencies

Equity:
Common stock, $0.001 par value; 950,000,000 shares authorized; 4,987,268 and 4,511,199 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		4,988		4,511
Additional paid-in capital		472,529,641		470,521,218
Accumulated deficit		(409,800,662)		(409,072,539)
Nutex Health Inc. equity		62,733,967		61,453,190
Noncontrolling interests		19,288,069		17,652,916
Total equity		82,022,036		79,106,106

Total liabilities and equity	$	422,403,251	$	398,245,497

Page 3 of 8

NUTEX HEALTH INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue:
Hospital division	$	67,604,878	$	51,611,803	$	127,634,247	$	100,899,967
Population health management division		8,477,383		7,312,651		15,901,801		14,353,904
Total revenue		76,082,261		58,924,454		143,536,048		115,253,871

Operating costs and expenses:
Payroll and benefits		28,398,075		24,860,702		55,401,219		50,697,375
Contract services		9,505,222		9,747,873		20,824,676		18,937,204
Medical supplies		3,588,464		3,264,202		8,910,306		7,288,084
Depreciation and amortization		4,532,804		4,169,160		8,719,006		8,162,907
Other		7,496,465		7,235,594		16,962,432		15,673,655
Total operating costs and expenses		53,521,030		49,277,531		110,817,639		100,759,225

Gross profit		22,561,231		9,646,923		32,718,409		14,494,646

Corporate and other costs:
Facilities closing costs		-		-		-		217,266
Stock-based compensation expense		(61,241)		249,645		(12,074)		2,149,645
Impairment of assets		3,473,635		-		3,473,635		-
Impairment of goodwill		3,197,391		-		3,197,391		-
General and administrative expenses		10,652,390		9,759,816		19,310,800		16,935,360
Total corporate and other costs		17,262,175		10,009,461		25,969,752		19,302,271

Operating income (loss)		5,299,056		(362,538)		6,748,657		(4,807,625)

Interest expense, net		5,054,532		4,843,048		9,498,894		7,983,137
Gain on warrant liability		(3,060,096)		-		(5,660,843)		-
Other (income) expense		(599,502)		(123,528)		(840,694)		123,927
Income (loss) before taxes		3,904,122		(5,082,058)		3,751,300		(12,914,689)

Income tax expense (benefit)		893,892		(815,612)		1,283,557		(1,726,271)

Net income (loss)		3,010,230		(4,266,446)		2,467,743		(11,188,418)

Less: net income (loss) attributable to noncontrolling interests		3,374,278		(787,399)		3,195,866		(2,562,092)

Net loss attributable to Nutex Health Inc.	$	(364,048)	$	(3,479,047)	$	(728,123)	$	(8,626,326)

Loss per common share:
Basic	$	(0.07)	$	(0.79)	$	(0.15)	$	(1.98)
Diluted	$	(0.07)	$	(0.79)	$	(0.15)	$	(1.98)

Page 4 of 8

NUTEX HEALTH INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net income (loss)	$	2,467,743	$	(11,188,418)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization		8,719,006		8,162,907
Gain on warrant liability		(5,660,843)		-
Impairment of goodwill		3,197,391		-
Impairment of assets		3,473,635		-
Derecognition of goodwill		453,017		-
Stock-based compensation expense		(12,074)		2,149,645
Deferred tax benefit		(2,341,262)		(1,724,111)
Debt accretion expense		579,121		953,236
Loss on lease termination		-		58,211
Non-cash lease expense (income)		(208,423)		61,734
Changes in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable		(2,148,508)		6,921,239
Accounts receivable - related party		(425,121)		(797,058)
Inventories		631,136		1,082,509
Prepaid expenses and other current assets		(1,692,907)		(3,048,993)
Accounts payable		(1,617,151)		(7,189,929)
Accounts payable - related party		414,278		3,453
Accrued expenses and other current liabilities		10,481,831		5,619,907
Net cash from operating activities		16,310,869		1,064,332

Cash flows from investing activities:
Acquisitions of property and equipment		(1,291,492)		(7,446,902)
Cash related to sale of business		(711,306)		-
Cash related to deconsolidation of Real Estate Entities		-		(1,039,157)
Net cash from investing activities		(2,002,798)		(8,486,059)

Cash flows from financing activities:
Proceeds from lines of credit		132,167		1,949,919
Proceeds from notes payable		4,915,000		16,952,905
Repayments of lines of credit		(594,547)		(1,592,714)
Repayments of notes payable		(6,156,543)		(7,481,893)
Repayments of finance leases		(1,440,016)		(1,870,670)
Proceeds from common stock issuance, net issuance costs		9,202,500		-
Members' contributions		300,850		649,550
Members' distributions		(1,861,563)		(2,686,304)
Net cash from financing activities		4,497,848		5,920,793
Net change in cash and cash equivalents		18,805,919		(1,500,934)
Cash and cash equivalents - beginning of the period		22,002,056		34,255,264
Cash and cash equivalents - end of the period	$	40,807,975	$	32,754,330

Page 5 of 8

Non-GAAP Financial Measures (Unaudited)

EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA are used as a supplemental non-GAAP financial measure by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We believe EBITDA and Adjusted EBITDA are useful because it allows us to more effectively evaluate our operating performance.

We define EBITDA as net income (loss) attributable to Nutex Health Inc. plus interest expense, income taxes, depreciation and amortization.

We define Adjusted EBITDA as net income (loss) attributable to Nutex Health Inc. plus net interest expense, income taxes, depreciation and amortization, further adjusted for an allocation to noncontrolling interests, (gain)/loss on warrant liability, stock-based compensation, certain defined items of expense, and any acquisition-related costs and impairments. A reconciliation of net income to EBITDA and Adjusted EBITDA is included below. EBITDA and Adjusted EBITDA are not intended to serve as an alternative to U.S. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Reconciliation of net loss attributable to Nutex Health Inc. to Adjusted EBITDA:
Net loss attributable to Nutex Health Inc.	$	(364,048)	$	(3,479,047)	$	(728,123)	$	(8,626,326)
Depreciation and amortization		4,532,804		4,169,160		8,719,006		8,162,907
Interest expense, net		5,054,532		4,843,048		9,498,894		7,983,137
Income tax expense (benefit)		893,892		(815,612)		1,283,557		(1,726,271)
Allocation to noncontrolling interests		(1,627,829)		(972,655)		(3,172,002)		(1,727,965)
EBITDA attributable to Nutex Health Inc.		8,489,351		3,744,894		15,601,332		4,065,482
Facilities closing costs		-		-		-		217,266
Gain on warrant liability		(3,060,096)		-		(5,660,843)		-
Impairment of assets		3,473,635				3,473,635
Impairment of goodwill		3,197,391		-		3,197,391		-
Stock-based compensation expense		(61,241)		249,645		(12,074)		2,149,645
Adjusted EBITDA attributable to Nutex Health Inc.	$	12,039,040	$	3,994,539	$	16,599,441	$	6,432,393

Page 6 of 8

About Nutex Health Inc.

Headquartered in Houston, Texas and founded in 2011, Nutex Health Inc. (NASDAQ: NUTX) is a healthcare management and operations company with two divisions: a Hospital Division and a Population Health Management Division.

The Hospital Division owns, develops and operates innovative health care models, including micro-hospitals, specialty hospitals, and hospital outpatient departments (HOPDs). This division owns and operates 21 facilities in nine states.

The Population Health Management division owns and operates provider networks such as Independent Physician Associations (IPAs). Through our Management Services Organization (MSO), we provide management, administrative and other support services to our affiliated hospitals and physician groups. Our cloud-based proprietary technology platform aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view of patients and providers, allowing us to deliver greater quality care more efficiently.

Page 7 of 8

Forward-Looking Statements

Certain statements and information included in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. When used in this press release, the words or phrases “will”, "will likely result," "expected to," "will continue," "anticipated," "estimate," "projected," "intend," “goal,” or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, known and unknown, and uncertainties, many of which are beyond the control of the Company. Such uncertainties and risks include, but are not limited to, our ability to successfully execute our growth strategy, changes in laws or regulations, including the interim final and final rules implemented under the No Surprises Act , economic conditions, dependence on management, dilution to stockholders, lack of capital, the effects of rapid growth upon the Company and the ability of management to effectively respond to the growth and demand for products and services of the Company, newly developing technologies, the Company’s ability to compete, conflicts of interest in related party transactions, regulatory matters, protection of technology, lack of industry standards, the effects of competition and the ability of the Company to obtain future financing. An extensive list of factors that can affect future results are discussed in the Annual Report on Form 10-K for the year ended December 31, 2023 and in the Quarterly Report on Form 10-Q for the period ended March 31, 2024 under the heading “Risk Factors” in Part I, Item IA thereof, and other documents filed from time to time with the Securities and Exchange Commission. Such factors could materially adversely affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed within this press release.

FOR ADDITIONAL INFORMATION:

Nutex Health, Inc.

Jennifer Smith Rodriguez – Investor Relations

investors@nutexhealth.com

– Media Contact

jsmith@nutexhealth.com

Page 8 of 8

Document and Entity Information	Aug. 08, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 08, 2024
Entity Registrant Name	NUTEX HEALTH INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41346
Entity Tax Identification Number	11-3363609
Entity Address, Address Line One	6030 S. Rice Ave
Entity Address, Adress Line Two	Suite C
Entity Address, City or Town	Houston
Entity Address State Or Province	TX
Entity Address, Postal Zip Code	77081
City Area Code	713
Local Phone Number	660-0557
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	NUTX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001479681
Amendment Flag	false