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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 2, 2023
NUTEX HEALTH INC.
(Exact name of registrant as specified in its charter)
Delaware |
001-41346 |
11-3363609 |
(State or Other Jurisdiction |
(Commission File Number) |
(I.R.S. Employer |
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 March 2, 2023, Nutex Health Inc. (the “Company”) announced its financial and operating results for the fiscal year ended December 31, 2022. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 8.01 Other Events
Revision of Warrant and Option Valuation
In connection with the accounting for the reverse merger (the “Merger”) on April 1, 2022, of Nutex Health Holdco LLC and Clinigence Holdings, Inc. (“Clinigence”, n/k/a Nutex Health Inc.) as contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) dated as of November 23, 2021 between Clinigence, Nutex Acquisition LLC, a wholly-owned subsidiary of Clinigence, Nutex, Micro Hospital Holding LLC (solely for the purposes of certain sections of the Merger Agreement), Nutex Health Holdco LLC and Thomas Vo, M.D. (solely in his capacity as the representative of the equity holders of Nutex Health Holdco LLC), the Company was required to value the outstanding options and warrants that were a part of the total consideration in the Merger.
Certain inputs related to the options and warrants in the Black-Scholes valuation model used to measure their fair value included incorrect exercise prices and expiration dates for some of the instruments. In addition, the Company adjusted the expected volatility inputs used in the Black-Scholes model. Clinigence’s (n/k/a Nutex Health Inc.) common stock trading history was not sufficient to use in the Black Scholes model because certain of the options and warrants had expected terms greater than the available historical period. In the revised Black-Scholes model, the historical volatility was averaged for a peer group of companies with Clinigence’s historical volatility.
As a result of this revision, the total consideration in the merger was reduced by $10.3 million, affecting the goodwill and equity reported in our June 30, 2022 financial statements. The Company had previously recognized an impairment of goodwill related to the Merger totaling approximately $408.5 million in its financial statements for the quarter ended September 30, 2022. This revision reduces the amount of that impairment by $10.3 million to $398.1 million. The only impact is a reclass of $10.3 million between additional paid-in capital and retained earnings (accumulated deficit) resulting from this revision.
The Company has assessed the materiality of this revision and concluded that no restatement of its previous financial disclosure is required. Attached as Exhibit 99.2 hereto is supplemental financial information showing a summary of the revisions to the Company’s financial information for the periods ended June 30, 2022 and September 30, 2022.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
Description of Exhibit |
99.1 |
|
99.2 |
|
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 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.
SIGNATURE
|
Date: March 2, 2023 |
|
Nutex Health Inc. |
|
|
|
By: /s/ Jon C. Bates |
|
Jon C. Bates |
|
Chief Financial Officer |
NUTEX HEALTH INC. REPORTS FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS
| ● | TOTAL REVENUE OF $219.3 MILLION FOR THE YEAR ENDED 2022 |
| ● | NET CASH FROM OPERATING ACTIVITIES OF $50.6 MILLION FOR THE YEAR ENDED 2022 |
| ● | COMPANY EXPECTS TO OPEN 19 NEW FACILITIES BY MID-2025 |
HOUSTON, TX − (PRNewswire) – MARCH 2, 2023 – Nutex Health Inc. (“Nutex Health” or the “Company”) (NASDAQ: NUTX), a physician-led, technology-enabled integrated healthcare delivery system comprised of 19 state-of-the-art micro hospitals in 8 states and primary care-centric, risk-bearing physician networks, today announced fourth quarter and fiscal year 2022 financial results for the twelve months ended December 31, 2022.
Financial Highlights for the Year Ended December 31, 2022:
| ● | Total revenue of $219.3 million. |
| ● | Net loss attributable to Nutex Health Inc. of $424.8 million. In Q3, the Company recognized a one-time non-cash impairment charge of $398.1 million to reduce the carrying amount of goodwill representing the excess over fair value of the assets acquired in the reverse business combination. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 10-K. |
| ● | Adjusted EBITDA of $12.5 million. |
| ● | Net cash from operating activities of $50.6 million. |
| ● | As of December 31, 2022, the Company had total assets of $431.8 million, including cash and cash equivalents of $34.3 million. |
Financial Highlights for the Three Months Ended December 31, 2022:
| ● | Total revenue of $53.7 million. |
| ● | Net loss attributable to Nutex Health of $14.7 million. |
| ● | Adjusted EBITDA of ($5.9) million. |
| ● | Net cash from operating activities of $4.5 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.
“Several factors affected our operating and financial results in 2022, including a significant non-cash goodwill impairment charge recognized in our third quarter, lower net revenue per patient visit due to the No Surprises Act and lower patient volumes due to fewer Covid-related visits,” stated Jon Bates, Chief Financial Officer of Nutex Health.
“We had a challenging 2022 but emerged as a stronger organization. Looking forward, we remain focused on strategic and operating initiatives that we believe will yield positive results in the future. First, we have solidified our revenue cycle management efforts specifically to cope with the IDR process related to NSA. Second, we are increasing efforts to collect co-pays and co-insurance. Third, we are making efforts to sign favorable contracts with insurers. Fourth, we are accelerating contracting with local physicians to join our IPAs. Fifth, we are ramping up our marketing efforts. And finally, our Board has started a portfolio rationalization initiative to review a few underperforming facilities,” stated Tom Vo, M.D., MBA, Chairman and Chief Executive Officer of Nutex Health.
“We are intensely focused on executing on our long-term growth strategy. On the micro-hospital side, one new facility went operational about three weeks ago. We expect to open 5-6 more facilities this year, then 7-8 new facilities in 2024 and at least 5 more in 2025. On the independent practice association (“IPA”) side, we are happy to report that over 45 primary care physicians have joined our IPA in Houston, over 25 have joined in South Florida and we are just getting underway in Phoenix. We also plan to increase our investor relations efforts in 2023 by attending more healthcare investor conferences.
Page 1 of 8
We would also like to note that we now have two banking analysts covering our Company and stock,” stated Warren Hosseinion, M.D., President of Nutex Health.
Notes to the Financial Highlights for the Twelve Months Ended December 31, 2022:
| ● | Nutex Health recognized a one-time non-cash goodwill impairment charge of $398.1 million in Q3 to reduce the carrying amount of goodwill representing the excess over fair value of the assets acquired in the reverse business combination. |
| ● | The Company recognized a one-time non-cash charge of $18.4 million, net to income tax expense during the three months ended June 30, 2022 for the change in tax status of Nutex Health Holdco LLC and release of acquired valuation allowance for Clinigence. Prior to the merger with Clinigence, Nutex Health Holdco LLC and the Nutex Subsidiaries were pass-through entities treated as partnerships for U.S. federal income tax purposes. No provision for federal income taxes was provided for these periods as federal taxes were obligations of these companies’ members. After the merger, Nutex Health Holdco LLC became a wholly-owned subsidiary of Clinigence and will be included in its future consolidated corporate tax filings. |
| ● | In our experience to date with the No Surprises Act (“NSA”), insurers often initially pay amounts lower than the Qualifying Payment Amount (“QPA”) which generally is the median in-network amount paid by the insurer without regard for other information relevant to the claim. This requires us to make appeals using the Independent Dispute Resolution (“IDR”) process. We are working within the established processes for the IDR and are having varying success at achieving collections higher than the established QPA. The NSA final rule, which became effective on October 25, 2022, is the subject of multiple legal challenges. It is difficult to predict the outcome of efforts to challenge or amend the final rule. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 10-Q. |
| ● | On February 6, 2023, a Federal judge in Texas handed another win to the Texas Medical Association (“TMA”) and medical providers nationwide against the Department of Health and Human Services (“HHS”) over a challenge to the arbitration process between out-of-network providers and insurers that was established under the No Surprises Act. The judge vacated all of the revised regulations challenged by the TMA, including the HHS’s rule that arbitrators must primarily consider the QPA. |
| ● | In the three months ended September 30, 2022, we reduced our estimate of the ultimate amounts of accounts receivable we will collect for prior periods due to the NSA. This change in estimate reduced revenue for the three months ended September 30, 2022 by approximately $29 million. Similar changes in estimates made in the first half of 2022 reduced accounts receivable and revenue by approximately $9.6 million. |
| ● | The Company anticipates opening 19 new facilities by mid-2025. These facilities are either under construction or in advanced planning stages. There can be no assurance that these new facilities will open in the anticipated timeframes or that they will open at all. |
| ● | The Company has a committed investment agreement for up to $100 million with Lincoln Park Capital which it has not used yet. |
For more details on the Company’s Fourth Quarter and Fiscal Year 2022 financial results, please refer to our Annual Report on Form 10-K 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
|
|
December 31, |
||||
|
|
2022 |
|
2021 |
||
Assets |
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
34,255,264 |
|
$ |
36,118,284 |
Accounts receivable |
|
|
57,777,386 |
|
|
112,766,317 |
Accounts receivable - related parties |
|
|
538,183 |
|
|
1,993,117 |
Inventories |
|
|
3,533,285 |
|
|
2,814,178 |
Prepaid expenses and other current assets |
|
|
1,869,806 |
|
|
323,283 |
Total current assets |
|
|
97,973,924 |
|
|
154,015,179 |
Property and equipment, net |
|
|
82,094,352 |
|
|
151,912,500 |
Operating right-of-use assets |
|
|
20,466,632 |
|
|
21,829,552 |
Financing right-of-use assets |
|
|
192,591,624 |
|
|
64,614,781 |
Intangible assets, net |
|
|
21,191,390 |
|
|
682,649 |
Goodwill, net |
|
|
17,010,637 |
|
|
1,139,297 |
Other assets |
|
|
423,426 |
|
|
456,085 |
|
|
|
|
|
|
|
Total assets |
|
$ |
431,751,985 |
|
$ |
394,650,043 |
|
|
|
|
|
|
|
Liabilities and Equity |
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
Accounts payable |
|
$ |
23,614,387 |
|
$ |
13,582,664 |
Accounts payable - related parties |
|
|
3,915,661 |
|
|
4,070,438 |
Lines of credit |
|
|
2,623,479 |
|
|
72,055 |
Current portion of long-term debt |
|
|
12,546,097 |
|
|
10,158,932 |
Operating lease liabilities, current portion |
|
|
1,703,014 |
|
|
1,489,997 |
Financing lease liabilities, current portion |
|
|
4,219,518 |
|
|
1,452,447 |
Accrued expenses and other current liabilities |
|
|
6,240,813 |
|
|
6,864,426 |
Total current liabilities |
|
|
54,862,969 |
|
|
37,690,959 |
Long-term debt, net |
|
|
23,051,152 |
|
|
78,821,985 |
Operating lease liabilities, net |
|
|
19,438,497 |
|
|
20,820,588 |
Financing lease liabilities, net |
|
|
203,619,756 |
|
|
65,735,501 |
Deferred tax liabilities |
|
|
10,452,211 |
|
|
- |
Total liabilities |
|
|
311,424,585 |
|
|
203,069,033 |
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
Common stock, $0.001 par value; 900,000,000 shares authorized; 650,223,840 and 592,791,712 shares issued and outstanding as of December 31, 2022 and 2021, respectively |
|
|
650,224 |
|
|
592,792 |
Additional paid-in capital |
|
|
458,498,402 |
|
|
11,742,891 |
Retained earnings (accumulated deficit) |
|
|
(363,285,925) |
|
|
102,315,623 |
Nutex Health Inc. equity |
|
|
95,862,701 |
|
|
114,651,306 |
Noncontrolling interests |
|
|
24,464,699 |
|
|
76,929,704 |
Total equity |
|
|
120,327,400 |
|
|
191,581,010 |
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
431,751,985 |
|
$ |
394,650,043 |
Page 3 of 8
NUTEX HEALTH INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
Three months ended December 31 |
|
Year ended December 31 |
||||||||
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||
|
|
Unaudited |
|
|
|
|
|
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
Hospital division |
|
$ |
46,532,019 |
|
$ |
63,401,665 |
|
$ |
198,508,245 |
|
$ |
331,531,311 |
Population health management division |
|
|
7,192,054 |
|
|
- |
|
|
20,786,061 |
|
|
- |
Total revenue |
|
|
53,724,073 |
|
|
63,401,665 |
|
|
219,294,306 |
|
|
331,531,311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Payroll |
|
|
26,466,650 |
|
|
27,204,359 |
|
|
102,892,734 |
|
|
86,349,088 |
Contract services |
|
|
9,809,286 |
|
|
5,554,599 |
|
|
37,567,131 |
|
|
17,050,957 |
Medical supplies |
|
|
2,791,779 |
|
|
2,598,746 |
|
|
12,118,893 |
|
|
12,514,367 |
Insurance expense |
|
|
2,284,377 |
|
|
970,241 |
|
|
9,718,723 |
|
|
7,643,224 |
Depreciation and amortization |
|
|
3,271,861 |
|
|
1,789,025 |
|
|
13,131,374 |
|
|
7,662,464 |
Other |
|
|
8,569,796 |
|
|
5,799,380 |
|
|
30,413,069 |
|
|
21,030,253 |
Total operating costs and expenses |
|
|
53,193,749 |
|
|
43,916,350 |
|
|
205,841,924 |
|
|
152,250,353 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
530,324 |
|
|
19,485,315 |
|
|
13,452,382 |
|
|
179,280,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and other costs: |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition costs |
|
|
- |
|
|
3,553,716 |
|
|
3,885,666 |
|
|
3,553,716 |
Impairment of goodwill |
|
|
- |
|
|
- |
|
|
398,135,038 |
|
|
- |
General and administrative expenses |
|
|
6,309,235 |
|
|
394,619 |
|
|
18,030,832 |
|
|
5,462,344 |
Total corporate and other costs |
|
|
6,309,235 |
|
|
3,948,335 |
|
|
420,051,536 |
|
|
9,016,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
(5,778,911) |
|
|
15,536,980 |
|
|
(406,599,154) |
|
|
170,264,898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
2,862,071 |
|
|
1,944,749 |
|
|
12,490,260 |
|
|
6,196,026 |
Other expense (income) |
|
|
212,426 |
|
|
244,489 |
|
|
559,299 |
|
|
(5,422,144) |
Income (loss) before taxes |
|
|
(8,853,408) |
|
|
13,347,742 |
|
|
(419,648,713) |
|
|
169,491,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit) |
|
|
1,805,176 |
|
|
(126,244) |
|
|
13,090,905 |
|
|
965,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
(10,658,584) |
|
|
13,473,986 |
|
|
(432,739,618) |
|
|
168,525,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: net income (loss) attributable to noncontrolling interests |
|
|
4,093,593 |
|
|
(504,528) |
|
|
(7,959,172) |
|
|
35,931,957 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Nutex Health Inc. |
|
$ |
(14,752,177) |
|
$ |
13,978,514 |
|
$ |
(424,780,446) |
|
$ |
132,593,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
(0.02) |
|
|
0.02 |
|
|
(0.67) |
|
|
0.22 |
Diluted |
|
|
(0.02) |
|
|
0.02 |
|
|
(0.67) |
|
|
0.22 |
Page 4 of 8
NUTEX HEALTH INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
Year ended December 31, |
|||||||
|
|
2022 |
|
2021 |
|
2020 |
|||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(432,739,618) |
|
$ |
168,525,285 |
|
$ |
145,557,894 |
Adjustment to reconcile net income (loss) to net cash from operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
13,131,374 |
|
|
7,662,464 |
|
|
5,898,361 |
Amortization of debt issuance costs |
|
|
50,354 |
|
|
- |
|
|
- |
Impairment of goodwill |
|
|
398,135,038 |
|
|
- |
|
|
- |
Stock-based compensation expense |
|
|
189,581 |
|
|
- |
|
|
- |
Rescission of warrant exercise expense |
|
|
561,651 |
|
|
- |
|
|
- |
Other income - gain on PPP loan forgiveness |
|
|
- |
|
|
(5,546,597) |
|
|
- |
Deferred tax expense |
|
|
4,996,209 |
|
|
- |
|
|
- |
Debt accretion expense |
|
|
1,902,475 |
|
|
50,273 |
|
|
62,405 |
(Gain) loss on lease termination |
|
|
- |
|
|
(109,494) |
|
|
1,118,303 |
Non-cash lease expense |
|
|
64,143 |
|
|
97,578 |
|
|
58,241 |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
56,622,133 |
|
|
(5,392,614) |
|
|
(71,234,706) |
Accounts receivable - related party |
|
|
1,454,934 |
|
|
(1,229,940) |
|
|
- |
Inventories |
|
|
(719,107) |
|
|
(1,088,489) |
|
|
(825,773) |
Prepaid expenses and other current assets |
|
|
(1,419,139) |
|
|
(233,114) |
|
|
533,294 |
Accounts payable |
|
|
10,018,100 |
|
|
6,365,978 |
|
|
3,826,271 |
Accounts payable - related party |
|
|
(329,155) |
|
|
(97,985) |
|
|
2,404,307 |
Accrued expenses and other current liabilities |
|
|
(1,311,865) |
|
|
4,429,141 |
|
|
(726,840) |
Net cash from operating activities |
|
|
50,607,108 |
|
|
173,432,486 |
|
|
86,671,757 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Acquisitions of property and equipment |
|
|
(14,632,414) |
|
|
(36,926,591) |
|
|
(61,188,768) |
Acquired cash in reverse acquisition with Clinigence |
|
|
12,716,228 |
|
|
- |
|
|
- |
Cash related to deconsolidation of Real Estates Entities |
|
|
(2,421,212) |
|
|
(48,853) |
|
|
- |
Net cash from investing activities |
|
|
(4,337,398) |
|
|
(36,975,444) |
|
|
(61,188,768) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Proceeds from lines of credit |
|
|
2,623,479 |
|
|
- |
|
|
1,000,000 |
Proceeds from notes payable |
|
|
815,881 |
|
|
19,614,372 |
|
|
57,172,769 |
Repayments of lines of credit |
|
|
(72,055) |
|
|
(864,659) |
|
|
(2,666,656) |
Repayments of notes payable |
|
|
(7,237,094) |
|
|
(20,715,235) |
|
|
(12,687,903) |
Repayments of finance leases |
|
|
(1,721,224) |
|
|
(1,255,486) |
|
|
(1,552,942) |
Payment of debt issuance costs |
|
|
- |
|
|
(47,875) |
|
|
(213,588) |
Rescission of warrant exercise |
|
|
(588,042) |
|
|
- |
|
|
- |
Common stock issued for exercise of warrants |
|
|
4,119,141 |
|
|
- |
|
|
- |
Common stock issued for exercise of options |
|
|
644,974 |
|
|
- |
|
|
- |
Members' contributions |
|
|
4,513,867 |
|
|
21,753,773 |
|
|
10,026,621 |
Members' distributions |
|
|
(51,231,657) |
|
|
(144,337,923) |
|
|
(59,051,265) |
Net cash from financing activities |
|
|
(48,132,730) |
|
|
(125,853,033) |
|
|
(7,972,964) |
Net change in cash and cash equivalents |
|
|
(1,863,020) |
|
|
10,604,009 |
|
|
17,510,025 |
Cash and cash equivalents - beginning of the year |
|
|
36,118,284 |
|
|
25,514,275 |
|
|
8,004,250 |
Cash and cash equivalents - end of the year |
|
$ |
34,255,264 |
|
$ |
36,118,284 |
|
$ |
25,514,275 |
Page 5 of 8
Non-GAAP Financial Measures
Adjusted EBITDA. Adjusted EBITDA is 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 Adjusted EBITDA is useful because it allows us to more effectively evaluate our operating performance.
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 stock-based compensation, certain defined items of expense, any acquisition-related costs and impairments. A reconciliation of net income to Adjusted EBITDA is included below. Adjusted EBITDA is 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.
|
|
Year ended December 31, |
|||||||
|
|
2022 |
|
2021 |
|
2020 |
|||
Reconciliation of net income (loss) attributable to Nutex Health Inc. to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Nutex Health Inc. |
|
$ |
(424,780,446) |
|
$ |
132,593,328 |
|
$ |
105,969,885 |
Depreciation and amortization |
|
|
13,131,374 |
|
|
7,662,464 |
|
|
5,898,361 |
Interest expense, net |
|
|
12,490,260 |
|
|
6,196,026 |
|
|
6,432,941 |
Income tax expense |
|
|
13,090,905 |
|
|
965,731 |
|
|
181,341 |
Allocation to noncontrolling interests |
|
|
(4,837,514) |
|
|
(5,751,066) |
|
|
(3,615,787) |
EBITDA |
|
|
(390,905,421) |
|
|
141,666,483 |
|
|
114,866,741 |
Stock-based compensation expense |
|
|
189,581 |
|
|
- |
|
|
- |
Rescission of warrant exercise |
|
|
1,243,059 |
|
|
- |
|
|
- |
Impairment of goodwill |
|
|
398,135,038 |
|
|
- |
|
|
- |
Acquisition costs |
|
|
3,885,666 |
|
|
3,553,716 |
|
|
- |
Adjusted EBITDA |
|
$ |
12,547,923 |
|
$ |
145,220,199 |
|
$ |
114,866,741 |
|
|
3 months Ended |
|
|
|
December 31, 2022 |
|
|
|
Unaudited |
|
Reconciliation of net income (loss) attributable to Nutex Health Inc. to Adjusted EBITDA: |
|
|
|
Net loss attributable to Nutex Health Inc. |
|
$ |
(14,752,177) |
Depreciation and amortization |
|
|
3,271,861 |
Interest expense, net |
|
|
2,862,071 |
Income tax expense |
|
|
1,805,176 |
Allocation to noncontrolling interests |
|
|
(392,290) |
EBITDA |
|
|
(7,205,359) |
Stock-based compensation expense |
|
|
54,166 |
Rescission of warrant exercise |
|
|
1,243,059 |
Adjusted EBITDA |
|
$ |
(5,908,134) |
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 19 facilities in 8 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.
Page 6 of 8
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 Current Report on Form 10-Q for the period ended June 30, 2022 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.
Vivian Sanders – Investor Relations
investors@nutexhealth.com
Jennifer Smith Rodriguez – Media Contact
jsmith@nutexhealth.com
Page 8 of 8
Exhibit 99.2
Supplemental Financial Disclosures
Revised Consolidated Balance Sheets
|
|
June 30, 2022 |
|||||||
|
|
|
As |
|
|
|
|
|
As |
|
|
|
Reported |
|
|
Revisions |
|
|
Revised |
Revised balance sheet information |
|
|
|
|
|
|
|
|
|
Total current assets |
|
$ |
148,980,554 |
|
$ |
- |
|
$ |
148,980,554 |
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
425,355,837 |
|
|
(10,331,537) |
|
|
415,024,300 |
Other long-term assets |
|
|
297,456,869 |
|
|
- |
|
|
297,456,869 |
Total assets |
|
$ |
871,793,260 |
|
$ |
(10,331,537) |
|
$ |
861,461,723 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
305,379,017 |
|
$ |
- |
|
$ |
305,379,017 |
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
|
|
Common stock |
|
|
648,918 |
|
|
- |
|
|
648,918 |
Additional paid-in capital |
|
|
467,402,221 |
|
|
(10,331,537) |
|
|
457,070,684 |
Retained earnings |
|
|
63,550,536 |
|
|
- |
|
|
63,550,536 |
Nutex Health Inc. equity |
|
|
531,601,675 |
|
|
(10,331,537) |
|
|
521,270,138 |
Noncontrolling interests |
|
|
34,812,568 |
|
|
- |
|
|
34,812,568 |
Total equity |
|
|
566,414,243 |
|
|
(10,331,537) |
|
|
556,082,706 |
Total liabilities and equity |
|
$ |
871,793,260 |
|
$ |
(10,331,537) |
|
$ |
861,461,723 |
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|||||||
|
|
|
As |
|
|
|
|
|
As |
|
|
|
Reported |
|
|
Revisions |
|
|
Revised |
Revised balance sheet information |
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
|
|
Common stock |
|
$ |
649,770 |
|
$ |
- |
|
$ |
649,770 |
Additional paid-in capital |
|
|
468,802,618 |
|
|
(10,331,537) |
|
|
458,471,081 |
Retained earnings (accumulated deficit) |
|
|
(358,967,267) |
|
|
10,331,537 |
|
|
(348,635,730) |
Nutex Health Inc. equity |
|
|
110,485,121 |
|
|
- |
|
|
110,485,121 |
Noncontrolling interests |
|
|
22,042,881 |
|
|
- |
|
|
22,042,881 |
Total equity |
|
$ |
132,528,002 |
|
$ |
- |
|
$ |
132,528,002 |
Revised Consolidated Statements of Operations
|
|
Three Months Ended September 30, 2022 |
|||||||
|
|
|
As |
|
|
|
|
|
As |
|
|
|
Reported |
|
|
Revisions |
|
|
Revised |
Revised statements of operations information |
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
28,395,058 |
|
$ |
- |
|
$ |
28,395,058 |
Operating costs and expenses |
|
|
54,863,504 |
|
|
- |
|
|
54,863,504 |
Impairment of goodwill |
|
|
408,466,575 |
|
|
(10,331,537) |
|
|
398,135,038 |
General and administrative expenses |
|
|
4,077,255 |
|
|
- |
|
|
4,077,255 |
Operating income |
|
|
(439,012,276) |
|
|
10,331,537 |
|
|
(428,680,739) |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
3,402,606 |
|
|
- |
|
|
3,402,606 |
Other expense (income) |
|
|
(630,450) |
|
|
- |
|
|
(630,450) |
Income tax expense |
|
|
(8,543,880) |
|
|
- |
|
|
(8,543,880) |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
(433,240,552) |
|
|
10,331,537 |
|
|
(422,909,015) |
Net income (loss) attributable to noncontrolling interests |
|
|
(10,722,749) |
|
|
- |
|
|
(10,722,749) |
Net income (loss) attributable to Nutex |
|
$ |
(422,517,803) |
|
$ |
10,331,537 |
|
$ |
(412,186,266) |
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2022 |
|||||||
|
|
|
As |
|
|
|
|
|
As |
|
|
|
Reported |
|
|
Revisions |
|
|
Revised |
Revised statements of operations information |
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
165,570,233 |
|
$ |
- |
|
$ |
165,570,233 |
Operating costs and expenses |
|
|
152,648,175 |
|
|
- |
|
|
152,648,175 |
Acquisition costs |
|
|
3,885,666 |
|
|
- |
|
|
3,885,666 |
Impairment of goodwill |
|
|
408,466,575 |
|
|
(10,331,537) |
|
|
398,135,038 |
General and administrative expenses |
|
|
11,721,597 |
|
|
- |
|
|
11,721,597 |
Operating income |
|
|
(411,151,780) |
|
|
10,331,537 |
|
|
(400,820,243) |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
9,628,189 |
|
|
- |
|
|
9,628,189 |
Other expense (income) |
|
|
346,873 |
|
|
- |
|
|
346,873 |
Income tax expense |
|
|
11,285,729 |
|
|
- |
|
|
11,285,729 |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
(432,412,571) |
|
|
10,331,537 |
|
|
(422,081,034) |
Net income (loss) attributable to noncontrolling interests |
|
|
(12,052,765) |
|
|
- |
|
|
(12,052,765) |
Net income (loss) attributable to Nutex |
|
$ |
(420,359,806) |
|
$ |
10,331,537 |
|
$ |
(410,028,269) |
Revised Consolidated Statements of Changes in Equity
|
|
Three months ended June 30, 2022 |
|||||||
|
|
|
As |
|
|
|
|
|
As |
|
|
|
Reported |
|
|
Revisions |
|
|
Revised |
Revised statements of changes in equity information |
|
|
|
|
|
|
|
|
|
Reverse acquisition with Clinigence |
|
|
|
|
|
|
|
|
|
Common stock |
|
$ |
50,961 |
|
$ |
- |
|
$ |
50,961 |
Additional paid-in capital |
|
|
446,780,842 |
|
|
(10,331,537) |
|
|
436,449,305 |
Noncontrolling interest |
|
|
194,747 |
|
|
- |
|
|
194,747 |
Total reverse acquisition with Clinigence |
|
$ |
447,026,550 |
|
$ |
(10,331,537) |
|
$ |
436,695,013 |
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2022 |
|||||||
|
|
|
As |
|
|
|
|
|
As |
|
|
|
Reported |
|
|
Revisions |
|
|
Revised |
Revised statements of changes in equity information |
|
|
|
|
|
|
|
|
|
Balance at June 30, 2022 |
|
|
|
|
|
|
|
|
|
Common stock |
|
$ |
648,918 |
|
$ |
- |
|
$ |
648,918 |
Additional paid-in capital |
|
|
467,402,221 |
|
|
(10,331,537) |
|
|
457,070,684 |
Retained earnings |
|
|
63,550,536 |
|
|
- |
|
|
63,550,536 |
Noncontrolling interest |
|
|
34,812,568 |
|
|
- |
|
|
34,812,568 |
Total balance at June 30, 2022 |
|
$ |
566,414,243 |
|
$ |
(10,331,537) |
|
$ |
556,082,706 |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
|
|
|
|
|
|
|
Retained earnings |
|
$ |
(422,517,803) |
|
$ |
10,331,537 |
|
$ |
(412,186,266) |
Noncontrolling interest |
|
|
(10,722,749) |
|
|
- |
|
|
(10,722,749) |
Total net income (loss) |
|
$ |
(433,240,552) |
|
$ |
10,331,537 |
|
$ |
(422,909,015) |
Revised Consolidated Statement of Cash Flows
|
|
Nine months ended September 30, 2022 |
|||||||
|
|
|
As |
|
|
|
|
|
As |
|
|
|
Reported |
|
|
Revisions |
|
|
Revised |
Revised statement of cash flows |
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(432,412,571) |
|
$ |
10,331,537 |
|
$ |
(422,081,034) |
Impairment of goodwill |
|
|
408,466,575 |
|
|
(10,331,537) |
|
|
398,135,038 |
Net cash from operating activities |
|
|
46,101,114 |
|
|
- |
|
|
46,101,114 |