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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Nobilis Health Corporation | AMEX:HLTH | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.1225 | 0 | 01:00:00 |
British Columbia
|
98-1188172
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
11700 Katy Freeway, Suite 300, Houston, Texas
|
77079
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of Each Class
|
Name of Each Exchange On Which Registered
|
Common shares, no par value
|
NYSE MKT
|
Large accelerated filer [ ]
|
Accelerated filer [X]
|
Non-accelerated filer [ ]
|
Smaller reporting company [ ]
|
PART I
|
|
|
PART II
|
|
|
PART III
|
|
|
PART IV
|
|
|
•
|
our ability to successfully maintain effective internal controls over financial reporting;
|
•
|
our ability to implement our business strategy, manage the growth in our business, and integrate acquired businesses;
|
•
|
the risk of litigation and investigations, and liability claims for damages and other expenses not covered by insurance;
|
•
|
the risk that payments from third-party payors, including government healthcare programs, may decrease or not increase as costs increase;
|
•
|
adverse developments affecting the medical practices of our physician limited partners;
|
•
|
our ability to maintain favorable relations with our physician limited partners;
|
•
|
our ability to grow revenues by increasing case and procedure volume while maintaining profitability;
|
•
|
failure to timely or accurately bill for services;
|
•
|
our ability to compete for physician partners, patients and strategic relationships;
|
•
|
the risk of changes in patient volume and patient mix;
|
•
|
the unknown residual affects of hurricane Harvey;
|
•
|
the potential impact of the new tax laws and regulations;
|
•
|
the risk that laws and regulations that regulate payments for medical services made by government healthcare programs could cause our revenues to decrease;
|
•
|
the risk that contracts are canceled or not renewed or that we are not able to enter into additional contracts under terms that are acceptable to us; and
|
•
|
the risk of potential decreases in our reimbursement rates.
|
•
|
Marketing Expertise Drives Organic Growth: support organic growth in facilities that we own and operate through large scale multi-media marketing and sales efforts; and
|
•
|
Acquisitions Opportunities: Expand the Company's continuum of care capabilities via addition of key service lines and diverse revenue streams, paying focus to the In-network market.
|
•
|
Operational Efficiency: Leverage acquisitions and company growth to drive cost reductions and achieve greater economies of scale.
|
•
|
Elite Acquisition -
In November 2017, we closed and acquired Elite's hospital and three ASCs operating as Elite Surgical Affiliates. For more information on this acquisition, see
Note 3 - Acquisitions
of Part II, Item 8. - Financial Statements and Supplementary Data.
|
•
|
BBVA Financing Amendment No.2 (the "Amendment") -
On November 15, 2017, Northstar Healthcare Acquisitions, L.L.C. (the “Borrower”), a Delaware limited liability company and wholly owned subsidiary of Nobilis Health Corp. (the “Company”) and Northstar Healthcare Holdings, Inc. a Delaware corporation entered into the Amendment with the purpose of financing the Elite acquisition, and thereby increased the aggregate principal amount by $50,000,000 (“Term Loan B”). The maturity date of Term Loan B is November 15, 2022 with payments due quarterly.
|
•
|
The Note -
in addition to the Amendment noted above, the Company issued a sellers note in the principal amount of $3.5 million bearing interest at the simple rate of 6.75% per annum and payable in three installments over a two year period. For more information on this note, see
Note 3 - Acquisitions
of Part II, Item 8. - Financial Statements and Supplementary Data.
|
•
|
Corporate Governance
- Effective as of November 16, 2017, Harry Fleming was appointed to the Board of Directors and was subsequently appointed to serve as Chairman of the Board following Dr. Donald L. Kramer resignation as Chairman and retirement from the Board of Directors.
|
•
|
the collapse or insolvency of our insurance carriers;
|
•
|
further increases in premiums and deductibles;
|
•
|
increases in the number of liability claims against us or the cost of settling or trying cases related to those claims;
|
•
|
an inability to obtain one or more types of insurance on acceptable terms, if at all;
|
•
|
insurance carriers deny coverage of our claims; or
|
•
|
our insurance coverage is not adequate.
|
•
|
billing and coding for services, including documentation of care, appropriate treatment of overpayments and credit balances, and the submission of false statements or claims;
|
•
|
relationships and arrangements with physicians and other referral sources and referral recipients, including self-referral restrictions, prohibitions on kickbacks and other non-permitted forms of remuneration and prohibitions on the payment of inducements to Medicare and Medicaid beneficiaries in order to influence their selection of a provider;
|
•
|
licensure, certification, enrollment in government programs and certificate of need approval, including requirements affecting the operation, establishment and addition of services and facilities;
|
•
|
the necessity, appropriateness, and adequacy of medical care, equipment, and personnel and conditions of coverage and payment for services;
|
•
|
quality of care and data reporting;
|
•
|
restrictions on ownership of surgery centers;
|
•
|
operating policies and procedures;
|
•
|
qualifications, training and supervision of medical and support personnel;
|
•
|
fee-splitting and the corporate practice of medicine;
|
•
|
screening, stabilization and transfer of individuals who have emergency medical conditions;
|
•
|
workplace health and safety;
|
•
|
consumer protection;
|
•
|
anti-competitive conduct;
|
•
|
confidentiality, maintenance, data breach, identity theft and security issues associated with health-related and other personal information and medical records; and
|
•
|
environmental protection.
|
•
|
incur additional indebtedness or issue certain preferred equity;
|
•
|
pay dividends on, repurchase or make distributions in respect of our common shares, prepay, redeem, or repurchase certain debt or make other restricted payments;
|
•
|
make certain investments;
|
•
|
create certain liens;
|
•
|
enter into agreements restricting our subsidiaries’ ability to pay dividends, loan money, or transfer assets to us;
|
•
|
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and
|
•
|
enter into certain transactions with our affiliates.
|
•
|
have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
|
•
|
comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
|
•
|
submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on- frequency”; and
|
•
|
disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.
|
Facility
|
|
City
|
|
State
|
|
Number of
Operating
Rooms
|
|
Number of
Procedure
Rooms
|
|
Nobilis
Percentage Ownership |
Hospitals
|
|
|
|
|
|
|
|
|
|
|
Elite Hospital Management (of Oakbend Health System)
|
|
Houston
|
|
Texas
|
|
4
|
|
1
|
|
50.1%
(1)
|
First Surgical Hospital
|
|
Bellaire
|
|
Texas
|
|
4
|
|
1
|
|
51%
(2)
|
Hermann Drive Surgical Hospital
|
|
Houston
|
|
Texas
|
|
6
|
|
2
|
|
55.25%
|
Plano Surgical Hospital
|
|
Plano
|
|
Texas
|
|
6
|
|
2
|
|
100%
|
Scottsdale Liberty Hospital
|
|
Scottsdale
|
|
Arizona
|
|
2
|
|
1
|
|
75%
|
|
|
|
|
|
|
|
|
|
|
|
ASCs
|
|
|
|
|
|
|
|
|
|
|
Arizona Vein & Vascular
|
|
Chandler
|
|
Arizona
|
|
3
|
|
—
|
|
100%
|
Arizona Vein & Vascular
|
|
Phoenix
|
|
Arizona
|
|
3
|
|
—
|
|
100%
|
Arizona Vein & Vascular
|
|
Tucson
|
|
Arizona
|
|
1
|
|
—
|
|
100%
|
Elite Center for Minimally Invasive Surgery (of Oakbend Health System)
|
|
Houston
|
|
Texas
|
|
4
|
|
—
|
|
50.1%
(1)
|
Elite Sinus Spine & Ortho (of Oakbend Health System)
|
|
Houston
|
|
Texas
|
|
5
|
|
—
|
|
50.1%
(1)
|
First Street Surgical Center (of First Surgical Hospital)
|
|
Bellaire
|
|
Texas
|
|
4
|
|
1
|
|
51%
(3)
|
Houston Metro Orthopedic & Spine Surgery (of Oakbend Health System)
|
|
Houston
|
|
Texas
|
|
3
|
|
—
|
|
50.1%
(1)
|
Kirby Surgical Center
|
|
Houston
|
|
Texas
|
|
4
|
|
1
|
|
25%
|
Medical Park Specialty Center (of First Surgical Hospital)
|
|
Dickinson
|
|
Texas
|
|
1
|
|
1
|
|
100%
|
Mountain West Surgery Center (of Mesa Hills Specialty Hospital)
|
|
El Paso
|
|
Texas
|
|
2
|
|
2
|
|
100%
|
Northstar Healthcare Surgery Center - Houston
|
|
Houston
|
|
Texas
|
|
3
|
|
2
|
|
100%
(4)
|
Northstar Healthcare Surgery Center - Scottsdale
|
|
Scottsdale
|
|
Arizona
|
|
4
|
|
1
|
|
100%
|
Uptown Surgery Center (of Atrium Medical Center)
|
|
Dallas
|
|
Texas
|
|
2
|
|
—
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
|
Multi-Specialty Clinics
|
|
|
|
|
|
|
|
|
|
|
Arizona Vein & Vascular
|
|
Chandler
|
|
Arizona
|
|
—
|
|
—
|
|
100%
|
Arizona Vein & Vascular
|
|
Phoenix
|
|
Arizona
|
|
—
|
|
—
|
|
100%
|
Arizona Vein & Vascular
|
|
Surprise
|
|
Arizona
|
|
—
|
|
6
|
|
100%
|
Arizona Vein & Vascular
|
|
Tucson
|
|
Arizona
|
|
—
|
|
—
|
|
100%
|
DeRosa Medical, P.C. Clinic
|
|
Chandler
|
|
Arizona
|
|
—
|
|
8
|
|
100%
|
DeRosa Medical, P.C. Clinic
|
|
Glendale
|
|
Arizona
|
|
—
|
|
6
|
|
100%
|
DeRosa Medical, P.C. Clinic
|
|
Scottsdale
|
|
Arizona
|
|
—
|
|
13
|
|
100%
|
Hamilton Vein Clinic
|
|
Clear Lake
|
|
Texas
|
|
—
|
|
3
|
|
100%
|
Hamilton Vein Clinic
|
|
Katy
|
|
Texas
|
|
—
|
|
3
|
|
100%
|
Hamilton Vein Clinic
|
|
Round Rock
|
|
Texas
|
|
—
|
|
4
|
|
100%
|
Hamilton Vein Clinic
|
|
Stone Oak
|
|
Texas
|
|
—
|
|
3
|
|
100%
|
Hamilton Vein Clinic
|
|
Sugar Land
|
|
Texas
|
|
—
|
|
4
|
|
100%
|
Hamilton Vein Clinic
|
|
Woodlands
|
|
Texas
|
|
—
|
|
3
|
|
100%
|
P5 Performance
|
|
Frisco
|
|
Texas
|
|
—
|
|
2
|
|
100%
|
Piney Point Women's Center
|
|
Houston
|
|
Texas
|
|
—
|
|
1
|
|
51%
(5)
|
(1)
|
Elite Hospital Management LLC, Elite Sinus Spine and Ortho LLC, Houston Metro Ortho and Spine Surgery Center LLC and Elite Center for Minimally Invasive Surgery LLC are owned 50.1% by Nobilis Healthcare Surgery Center, LLC and 49.9% by a third party.
|
(2)
|
First Surgical Hospital is a wholly owned subsidiary of First Nobilis, LLC, the entity owned 51% by Northstar Healthcare Acquisitions, LLC and 49% by a third party.
|
(3)
|
First Street Surgical Center is a wholly owned subsidiary of First Nobilis, LLC, the entity owned 51% by Northstar Healthcare Acquisitions, LLC and 49% by a third party.
|
(4)
|
Northstar Healthcare Surgery Center - Houston ceased operations as of November 2017.
|
(5)
|
Piney Point Women's Center is an HOPD of First Surgical Hospital, which is a wholly owned subsidiary of First Nobilis Hospital, LLC the entity owned 51% by Northstar Healthcare Acquisitions, LLC and 49% by a third party.
|
|
Toronto Stock Exchange
|
|
NYSE MKT/OTC Pink Sheets
|
||||
|
Share Price Trading Range
|
|
Share Price Trading Range
|
||||
|
High
|
|
Low
|
|
High
|
|
Low
|
|
(C$ per share)
|
|
($ per share)
|
||||
2017
|
|
|
|
|
|
|
|
1st Quarter
|
—
|
|
—
|
|
2.80
|
|
1.25
|
2nd Quarter
|
—
|
|
—
|
|
2.10
|
|
1.10
|
3rd Quarter
|
—
|
|
—
|
|
1.95
|
|
1.35
|
4th Quarter
|
—
|
|
—
|
|
1.55
|
|
1.25
|
2016
|
|
|
|
|
|
|
|
1st Quarter
|
4.85
|
|
4.44
|
|
3.62
|
|
1.82
|
2nd Quarter
|
6.00
|
|
5.67
|
|
4.66
|
|
4.40
|
3rd Quarter
|
4.97
|
|
4.84
|
|
3.86
|
|
3.77
|
4th Quarter
|
4.72
|
|
4.60
|
|
3.65
|
|
3.48
|
2015
|
|
|
|
|
|
|
|
1st Quarter
|
6.72
|
|
3.14
|
|
5.24
|
|
2.70
|
2nd Quarter
|
11.00
|
|
6.38
|
|
9.34
|
|
5.14
|
3rd Quarter
|
9.50
|
|
5.04
|
|
7.80
|
|
3.83
|
4th Quarter
|
5.50
|
|
2.83
|
|
5.95
|
|
2.15
|
(1)
|
Includes securities under our Fourth Amended and Restated Restricted Share Unit Plan and First Amended Stock Option Plan (the “Stock Option Plan”) up to
December 31, 2017
.
|
(2)
|
Excludes securities reflected in column entitled “Number of securities to be issued upon exercise of outstanding options, warrants and rights”
|
|
Year ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
299,717
|
|
|
$
|
285,744
|
|
|
$
|
229,216
|
|
|
$
|
84,029
|
|
|
$
|
31,128
|
|
Net income
|
$
|
10,281
|
|
|
$
|
7,102
|
|
|
$
|
63,933
|
|
|
$
|
15,970
|
|
|
$
|
6,674
|
|
Net income attributable to noncontrolling interests
|
$
|
6,484
|
|
|
$
|
653
|
|
|
$
|
13,093
|
|
|
$
|
13,077
|
|
|
$
|
5.476
|
|
Net income attributable to Nobilis Health Corp.
|
$
|
3,797
|
|
|
$
|
6,449
|
|
|
$
|
50,840
|
|
|
$
|
2,893
|
|
|
$
|
1.198
|
|
Net income per common share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.05
|
|
|
$
|
0.08
|
|
|
$
|
0.76
|
|
|
$
|
0.06
|
|
|
$
|
0.03
|
|
Diluted
|
$
|
0.05
|
|
|
$
|
0.08
|
|
|
$
|
0.68
|
|
|
$
|
0.06
|
|
|
$
|
0.03
|
|
Total Assets
|
$
|
431,038
|
|
|
$
|
305,435
|
|
|
$
|
242,027
|
|
|
$
|
105.332
|
|
|
$
|
22,639
|
|
Total long-term debt and long-term capital lease obligations
|
$
|
107,536
|
|
|
$
|
62,960
|
|
|
$
|
35,123
|
|
|
$
|
20,269
|
|
|
$
|
1,905
|
|
•
|
our ability to successfully maintain effective internal controls over financial reporting, including the impact of material weaknesses identified by management and our ability to remediate such control deficiencies;
|
•
|
our ability to implement our business strategy, manage the growth in our business, and integrate acquired businesses;
|
•
|
the risk of litigation and investigations, and liability claims for damages and other expenses not covered by insurance;
|
•
|
the risk that payments from third-party payers, including government healthcare programs, may decrease or not increase as costs increase;
|
•
|
adverse developments affecting the medical practices of our physician limited partners;
|
•
|
our ability to maintain favorable relations with our physician limited partners;
|
•
|
our ability to grow revenues by increasing case and procedure volume while maintaining profitability;
|
•
|
failure to timely or accurately bill for services;
|
•
|
our ability to compete for physician partners, patients and strategic relationships;
|
•
|
the risk of changes in patient volume and patient mix;
|
•
|
the risk that laws and regulations that regulate payments for medical services made by government healthcare programs could cause our revenues to decrease;
|
•
|
the risk that contracts are canceled or not renewed or that we are not able to enter into additional contracts under terms that are acceptable to us; and
|
•
|
the risk of potential decreases in our reimbursement rates.
|
•
|
Driving organic growth in facilities that we own and operate; and
|
•
|
Executing a disciplined acquisition strategy that results in accretive acquisitions.
|
•
|
North American Spine: promotion of minimally invasive spine procedures (pain management, musculoskeletal and spine);
|
•
|
Migraine Treatment Centers of America: promotion of procedures related to chronic migraine pain (interventional headache procedure);
|
•
|
NueStep: promotion of surgical procedures designed to treat pain in the foot, ankle and leg (podiatry);
|
•
|
Evolve: The Experts in Weight Loss Surgery: promotion of surgical weight loss procedures (bariatrics);
|
•
|
Minimally Invasive Reproductive Surgery Institute (“MIRI”): promotion of women’s health related procedures;
|
•
|
Onward Orthopedics: promotion of general orthopedics, sports medicine related to orthopedics (orthopedics and pain management interventions);
|
•
|
Clarity Vein and Vascular: promotion of cosmetic and medical vein and vascular treatments; and
|
•
|
Arizona Vein and Vascular Center: promotion of cosmetic and medical vein and vascular treatments.
|
•
|
Hamilton Vein Center: promotion of cosmetic and medical vein and vascular treatments.
|
•
|
the surgical center fee for the use of infrastructure, surgical equipment, nursing staff, non-surgical professional services, supplies, and other support services, which is earned by the Nobilis Facilities;
|
•
|
the professional fee, which is separately earned, billed, and collected by the physician performing the procedure, separate and apart from the fees charged by the Nobilis Facilities; and
|
•
|
the anesthesiology fee, which is separately earned, billed, and collected by the anesthesia provider, separate and apart from the fees charged by the Nobilis Facilities and the physicians.
|
|
Years ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Revenues:
|
|
|
|
||||
Patient and net professional fees
|
$
|
282,240
|
|
|
$
|
264,211
|
|
Contracted marketing revenues
|
8,208
|
|
|
13,346
|
|
||
Factoring revenues
|
9,269
|
|
|
8,187
|
|
||
Total revenues
|
299,717
|
|
|
285,744
|
|
||
Operating expenses:
|
|
|
|
||||
Salaries and benefits
|
63,809
|
|
|
52,774
|
|
||
Drugs and supplies
|
48,876
|
|
|
57,011
|
|
||
General and administrative
|
124,024
|
|
|
126,848
|
|
||
Bad debt expense (recovery), net
|
2,402
|
|
|
(385
|
)
|
||
Depreciation and amortization
|
11,260
|
|
|
8,539
|
|
||
Total operating expenses
|
250,371
|
|
|
244,787
|
|
||
Corporate expenses:
|
|
|
|
||||
Salaries and benefits
|
11,706
|
|
|
6,974
|
|
||
General and administrative
|
12,839
|
|
|
18,897
|
|
||
Legal expenses
|
2,149
|
|
|
4,755
|
|
||
Depreciation
|
343
|
|
|
293
|
|
||
Total corporate expenses
|
27,037
|
|
|
30,919
|
|
||
Income from operations
|
22,309
|
|
|
10,038
|
|
||
Other expense (income):
|
|
|
|
||||
Change in fair value of warrant and stock option derivative liabilities
|
(432
|
)
|
|
(2,580
|
)
|
||
Interest expense
|
6,007
|
|
|
3,999
|
|
||
Other (income) expense, net
|
(6,547
|
)
|
|
(2,970
|
)
|
||
Total other expense (income)
|
(972
|
)
|
|
(1,551
|
)
|
||
Income before income taxes and noncontrolling interests
|
23,281
|
|
|
11,589
|
|
||
Income tax expense
|
13,000
|
|
|
4,487
|
|
||
Net income
|
$
|
10,281
|
|
|
$
|
7,102
|
|
|
Years ended December 31,
|
|||||||||||||||||
|
Revenue
(in thousands) |
|
Number of Cases (1)
|
|
Revenue
per Case (2) |
|||||||||||||
|
2017
|
2016
|
|
2017
|
2016
|
|
2017
|
2016
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||||||
Hospitals
|
$
|
204,686
|
|
$
|
211,953
|
|
|
10,393
|
|
11,150
|
|
|
$
|
19,695
|
|
$
|
19,009
|
|
ASCs
|
41,782
|
|
39,846
|
|
|
7,458
|
|
7,829
|
|
|
5,602
|
|
5,090
|
|
||||
Ancillary services
|
22,686
|
|
10,019
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Clinic
|
12,888
|
|
2,824
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Total
|
$
|
282,042
|
|
$
|
264,642
|
|
|
17,851
|
|
18,979
|
|
|
$
|
15,800
|
|
$
|
13,944
|
|
|
Years ended December 31,
|
|||||||||||||||||
|
Revenues
|
|
Number of Cases (1)
|
|
Revenues
|
|||||||||||||
|
(
in thousands
)
|
|
|
|
per Case (2)
|
|||||||||||||
|
2017
|
2016
|
|
2017
|
2016
|
|
2017
|
2016
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||||||
Marketing
|
$
|
17,675
|
|
$
|
21,102
|
|
|
906
|
|
962
|
|
|
$
|
19,509
|
|
$
|
21,936
|
|
Total
|
$
|
17,675
|
|
$
|
21,102
|
|
|
906
|
|
962
|
|
|
$
|
19,509
|
|
$
|
21,936
|
|
|
Years ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenues:
|
|
|
|
||||
Patient and net professional fees
|
$
|
264,211
|
|
|
$
|
209,446
|
|
Contracted marketing revenues
|
13,346
|
|
|
13,106
|
|
||
Factoring revenues
|
8,187
|
|
|
6,664
|
|
||
Total revenues
|
285,744
|
|
|
229,216
|
|
||
Operating expenses:
|
|
|
|
||||
Salaries and benefits
|
52,774
|
|
|
40,845
|
|
||
Drugs and supplies
|
57,011
|
|
|
37,365
|
|
||
General and administrative
|
126,848
|
|
|
79,422
|
|
||
Bad debt expense (recovery), net
|
(385
|
)
|
|
3,557
|
|
||
Depreciation and amortization
|
8,539
|
|
|
4,531
|
|
||
Total operating expenses
|
244,787
|
|
|
165,720
|
|
||
Corporate expenses:
|
|
|
|
||||
Salaries and benefits
|
6,974
|
|
|
6,597
|
|
||
General and administrative
|
18,897
|
|
|
22,648
|
|
||
Legal expenses
|
4,755
|
|
|
2,445
|
|
||
Depreciation
|
293
|
|
|
156
|
|
||
Total corporate expenses
|
30,919
|
|
|
31,846
|
|
||
Income from operations
|
10,038
|
|
|
31,650
|
|
||
Other expense (income):
|
|
|
|
||||
Change in fair value of warrant and stock option derivative liabilities
|
(2,580
|
)
|
|
(8,985
|
)
|
||
Interest expense
|
3,999
|
|
|
1,597
|
|
||
Bargain purchase gain
|
—
|
|
|
(1,733
|
)
|
||
Other (income) expense, net
|
(2,970
|
)
|
|
34
|
|
||
Total other expense (income)
|
(1,551
|
)
|
|
(9,087
|
)
|
||
Income before income taxes and noncontrolling interests
|
11,589
|
|
|
40,737
|
|
||
Income tax expense (benefit)
|
4,487
|
|
|
(23,196
|
)
|
||
Net income
|
$
|
7,102
|
|
|
$
|
63,933
|
|
|
Years ended December 31,
|
|||||||||||||||||
|
Revenue
(in thousands)
|
|
Number of Cases (1)
|
|
Revenue
per Case (2)
|
|||||||||||||
|
2016
|
2015
|
|
2016
|
2015
|
|
2016
|
2015
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||||||
Hospitals
|
$
|
211,953
|
|
$
|
126,567
|
|
|
11,150
|
|
5,356
|
|
|
$
|
19,009
|
|
$
|
23,631
|
|
ASCs and clinics
|
42,670
|
|
76,880
|
|
|
7,829
|
|
11,225
|
|
|
5,450
|
|
6,849
|
|
||||
Ancillary services
|
10,019
|
|
2,283
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Total
|
$
|
264,642
|
|
$
|
205,730
|
|
|
18,979
|
|
16,581
|
|
|
$
|
13,944
|
|
$
|
12,408
|
|
|
Years ended December 31,
|
|||||||||||||||||
|
Revenue
|
|
|
|
|
Revenue
|
||||||||||||
|
(in thousands)
|
|
Number of Cases (1)
|
|
per Case (2)
|
|||||||||||||
|
2016
|
2015
|
|
2016
|
2015
|
|
2016
|
2015
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||||||
Marketing
|
$
|
21,102
|
|
$
|
23,486
|
|
|
962
|
|
1,233
|
|
|
$
|
21,936
|
|
$
|
19,048
|
|
Total
|
$
|
21,102
|
|
$
|
23,486
|
|
|
962
|
|
1,233
|
|
|
$
|
21,936
|
|
$
|
19,048
|
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Debt
|
$
|
126,988
|
|
|
$
|
10,032
|
|
|
$
|
14,500
|
|
|
$
|
102,456
|
|
|
$
|
—
|
|
Interest on long-term debt
|
35,755
|
|
|
8,142
|
|
|
14,963
|
|
|
12,650
|
|
|
—
|
|
|||||
Additional equity interest purchase obligations in conjunction with Elite acquisition
|
4,389
|
|
|
4,389
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital leases
|
19,876
|
|
|
4,239
|
|
|
5,758
|
|
|
4,209
|
|
|
5,670
|
|
|||||
Operating leases
|
121,116
|
|
|
15,848
|
|
|
27,728
|
|
|
22,063
|
|
|
55,477
|
|
|||||
Total
|
$
|
308,124
|
|
|
$
|
42,650
|
|
|
$
|
62,949
|
|
|
$
|
141,378
|
|
|
$
|
61,147
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash
|
$
|
22,536
|
|
|
$
|
24,572
|
|
Trade accounts receivable, net of allowance for bad debts of $2,598 and $750 at December 31, 2017 and 2016, respectively
|
144,522
|
|
|
124,951
|
|
||
Medical supplies
|
3,356
|
|
|
4,468
|
|
||
Prepaid expenses and other current assets
|
14,472
|
|
|
10,083
|
|
||
Total current assets
|
184,886
|
|
|
164,074
|
|
||
Property and equipment, net
|
51,559
|
|
|
36,723
|
|
||
Intangible assets, net
|
65,990
|
|
|
19,618
|
|
||
Goodwill
|
116,072
|
|
|
62,018
|
|
||
Deferred tax asset
|
9,951
|
|
|
21,652
|
|
||
Other long-term assets
|
2,580
|
|
|
1,350
|
|
||
Total Assets
|
$
|
431,038
|
|
|
$
|
305,435
|
|
Liabilities and Shareholders' Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Trade accounts payable
|
$
|
24,312
|
|
|
$
|
22,184
|
|
Accrued liabilities
|
35,393
|
|
|
30,145
|
|
||
Current portion of capital leases
|
3,249
|
|
|
3,985
|
|
||
Current portion of long-term debt
|
3,766
|
|
|
2,220
|
|
||
Current portion of convertible promissory note
|
4,250
|
|
|
—
|
|
||
Current portion of warrant and stock option derivative liabilities
|
—
|
|
|
3
|
|
||
Other current liabilities
|
16,324
|
|
|
7,561
|
|
||
Total current liabilities
|
87,294
|
|
|
66,098
|
|
||
Lines of credit
|
18,000
|
|
|
15,000
|
|
||
Long-term capital leases, net of current portion
|
12,667
|
|
|
12,387
|
|
||
Long-term debt, net of current portion
|
90,619
|
|
|
48,323
|
|
||
Convertible promissory note, net of current portion
|
4,250
|
|
|
2,250
|
|
||
Warrant and stock option derivative liabilities, net of current portion
|
384
|
|
|
899
|
|
||
Other long-term liabilities
|
3,036
|
|
|
3,999
|
|
||
Total liabilities
|
216,250
|
|
|
148,956
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Contingently redeemable noncontrolling interest
|
17,161
|
|
|
14,304
|
|
||
Shareholders' Equity:
|
|
|
|
|
|
||
Common shares, no par value, unlimited shares authorized, 78,183,802 and 77,805,014 shares issued and outstanding at December 31, 2017 and 2016, respectively
|
—
|
|
|
—
|
|
||
Additional paid in capital
|
225,790
|
|
|
222,240
|
|
||
Accumulated deficit
|
(75,245
|
)
|
|
(79,042
|
)
|
||
Total shareholders’ equity attributable to Nobilis Health Corp.
|
150,545
|
|
|
143,198
|
|
||
Noncontrolling interests
|
47,082
|
|
|
(1,023
|
)
|
||
Total shareholders' equity
|
197,627
|
|
|
142,175
|
|
||
Total Liabilities and Shareholders' Equity
|
$
|
431,038
|
|
|
$
|
305,435
|
|
|
Years ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Patient and net professional fees
|
$
|
282,240
|
|
|
$
|
264,211
|
|
|
$
|
209,446
|
|
Contracted marketing revenues
|
8,208
|
|
|
13,346
|
|
|
13,106
|
|
|||
Factoring revenues
|
9,269
|
|
|
8,187
|
|
|
6,664
|
|
|||
Total revenues
|
299,717
|
|
|
285,744
|
|
|
229,216
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Salaries and benefits
|
63,809
|
|
|
52,774
|
|
|
40,845
|
|
|||
Drugs and supplies
|
48,876
|
|
|
57,011
|
|
|
37,365
|
|
|||
General and administrative
|
124,024
|
|
|
126,848
|
|
|
79,422
|
|
|||
Bad debt expense (recovery), net
|
2,402
|
|
|
(385
|
)
|
|
3,557
|
|
|||
Depreciation and amortization
|
11,260
|
|
|
8,539
|
|
|
4,531
|
|
|||
Total operating expenses
|
250,371
|
|
|
244,787
|
|
|
165,720
|
|
|||
Corporate expenses:
|
|
|
|
|
|
||||||
Salaries and benefits
|
11,706
|
|
|
6,974
|
|
|
6,597
|
|
|||
General and administrative
|
12,839
|
|
|
18,897
|
|
|
22,648
|
|
|||
Legal expenses
|
2,149
|
|
|
4,755
|
|
|
2,445
|
|
|||
Depreciation
|
343
|
|
|
293
|
|
|
156
|
|
|||
Total corporate expenses
|
27,037
|
|
|
30,919
|
|
|
31,846
|
|
|||
Income from operations
|
22,309
|
|
|
10,038
|
|
|
31,650
|
|
|||
Other expense (income):
|
|
|
|
|
|
||||||
Change in fair value of warrant and stock option derivative liabilities
|
(432
|
)
|
|
(2,580
|
)
|
|
(8,985
|
)
|
|||
Interest expense
|
6,007
|
|
|
3,999
|
|
|
1,597
|
|
|||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
(1,733
|
)
|
|||
Other (income) expense, net
|
(6,547
|
)
|
|
(2,970
|
)
|
|
34
|
|
|||
Total other expense (income)
|
(972
|
)
|
|
(1,551
|
)
|
|
(9,087
|
)
|
|||
Income before income taxes and noncontrolling interests
|
23,281
|
|
|
11,589
|
|
|
40,737
|
|
|||
Income tax expense (benefit)
|
13,000
|
|
|
4,487
|
|
|
(23,196
|
)
|
|||
Net income
|
10,281
|
|
|
7,102
|
|
|
63,933
|
|
|||
Net income attributable to noncontrolling interests
|
6,484
|
|
|
653
|
|
|
13,093
|
|
|||
Net income attributable to Nobilis Health Corp.
|
$
|
3,797
|
|
|
$
|
6,449
|
|
|
$
|
50,840
|
|
Net income per basic common share
|
$
|
0.05
|
|
|
$
|
0.08
|
|
|
$
|
0.76
|
|
Net income per fully diluted common share (treasury stock method)
|
$
|
0.05
|
|
|
$
|
0.08
|
|
|
$
|
0.68
|
|
Net income per fully diluted common share (if converted method)
|
$
|
0.05
|
|
|
$
|
0.08
|
|
|
N/A
|
|
|
Weighted average shares outstanding (basic)
|
77,852,752
|
|
|
76,453,128
|
|
|
67,015,387
|
|
|||
Weighted average shares outstanding (fully diluted - treasury stock method)
|
78,188,597
|
|
|
77,562,495
|
|
|
75,232,783
|
|
|||
Weighted average shares outstanding (fully diluted - if converted method)
|
80,484,331
|
|
|
76,453,128
|
|
|
N/A
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Shares
|
|
Additional Paid In
Capital |
|
Accumulated Deficit
|
|
Equity Attributable to
Nobilis Health Corp. |
|
Equity (Deficit) Attributable
to Noncontrolling Interests |
|
Total Equity
|
|
Contingently Redeemable Noncontrolling Interests
|
|||||||||||||
BALANCE - January 1, 2015
|
59,418,227
|
|
|
$
|
176,356
|
|
|
$
|
(136,687
|
)
|
|
$
|
39,669
|
|
|
$
|
4,133
|
|
|
$
|
43,802
|
|
|
$
|
12,867
|
|
Net income
|
—
|
|
|
—
|
|
|
50,840
|
|
|
50,840
|
|
|
2,226
|
|
|
53,066
|
|
|
10,867
|
|
||||||
Deconsolidation of investment
|
—
|
|
|
(613
|
)
|
|
356
|
|
|
(257
|
)
|
|
307
|
|
|
50
|
|
|
—
|
|
||||||
Proceeds from private equity offering
|
4,029,668
|
|
|
15,598
|
|
|
—
|
|
|
15,598
|
|
|
—
|
|
|
15,598
|
|
|
—
|
|
||||||
Acquisition of Peak
|
89,749
|
|
|
650
|
|
|
—
|
|
|
650
|
|
|
—
|
|
|
650
|
|
|
—
|
|
||||||
Acquisition of Scottsdale Liberty
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,532
|
|
|
1,532
|
|
|
—
|
|
||||||
Athas settlement
|
3,830,638
|
|
|
(5,685
|
)
|
|
—
|
|
|
(5,685
|
)
|
|
—
|
|
|
(5,685
|
)
|
|
—
|
|
||||||
Measurement period adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,807
|
|
|
2,807
|
|
|
—
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,489
|
)
|
|
(3,489
|
)
|
|
(11,509
|
)
|
||||||
Vesting of restricted stock
|
2,725,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reclassification of vested non-employee stock options
|
—
|
|
|
(1,531
|
)
|
|
—
|
|
|
(1,531
|
)
|
|
—
|
|
|
(1,531
|
)
|
|
—
|
|
||||||
Exercise of stock warrants
|
3,134,909
|
|
|
13,392
|
|
|
—
|
|
|
13,392
|
|
|
—
|
|
|
13,392
|
|
|
—
|
|
||||||
Exercise of stock options
|
447,788
|
|
|
521
|
|
|
—
|
|
|
521
|
|
|
—
|
|
|
521
|
|
|
—
|
|
||||||
Share-based compensation, net
|
—
|
|
|
13,139
|
|
|
—
|
|
|
13,139
|
|
|
—
|
|
|
13,139
|
|
|
—
|
|
||||||
BALANCE - December 31, 2015
|
73,675,979
|
|
|
211,827
|
|
|
(85,491
|
)
|
|
126,336
|
|
|
7,516
|
|
|
133,852
|
|
|
12,225
|
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
6,449
|
|
|
6,449
|
|
|
(4,955
|
)
|
|
1,494
|
|
|
5,606
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,532
|
)
|
|
(3,532
|
)
|
|
(3,527
|
)
|
||||||
Additional ownership Interest in subsidiary
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
||||||
AZ Vein share consideration
|
750,000
|
|
|
2,250
|
|
|
—
|
|
|
2,250
|
|
|
—
|
|
|
2,250
|
|
|
—
|
|
||||||
Vesting of restricted stock
|
2,000,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reclassification of vested non-employee stock options
|
—
|
|
|
(533
|
)
|
|
—
|
|
|
(533
|
)
|
|
—
|
|
|
(533
|
)
|
|
—
|
|
||||||
Exercise of stock warrants
|
95,285
|
|
|
130
|
|
|
—
|
|
|
130
|
|
|
—
|
|
|
130
|
|
|
—
|
|
||||||
Exercise of stock options
|
1,283,750
|
|
|
2,322
|
|
|
—
|
|
|
2,322
|
|
|
—
|
|
|
2,322
|
|
|
—
|
|
||||||
Share-based compensation, net
|
—
|
|
|
6,192
|
|
|
—
|
|
|
6,192
|
|
|
—
|
|
|
6,192
|
|
|
—
|
|
||||||
BALANCE - December 31, 2016
|
77,805,014
|
|
|
222,240
|
|
|
(79,042
|
)
|
|
143,198
|
|
|
(1,023
|
)
|
|
142,175
|
|
|
14,304
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
3,797
|
|
|
3,797
|
|
|
3,627
|
|
|
7,424
|
|
|
2,857
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,646
|
)
|
|
(2,646
|
)
|
|
—
|
|
||||||
Acquisition of Elite
|
378,788
|
|
|
500
|
|
|
—
|
|
|
500
|
|
|
47,124
|
|
|
47,624
|
|
|
—
|
|
||||||
Share consideration for acquisition of Elite
|
—
|
|
|
235
|
|
|
—
|
|
|
235
|
|
|
—
|
|
|
235
|
|
|
—
|
|
||||||
Reclassification of vested non-employee stock options
|
—
|
|
|
109
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|
109
|
|
|
—
|
|
||||||
Share-based compensation, net
|
—
|
|
|
2,706
|
|
|
—
|
|
|
2,706
|
|
|
—
|
|
|
2,706
|
|
|
—
|
|
||||||
BALANCE - December 31, 2017
|
78,183,802
|
|
|
$
|
225,790
|
|
|
$
|
(75,245
|
)
|
|
$
|
150,545
|
|
|
$
|
47,082
|
|
|
$
|
197,627
|
|
|
$
|
17,161
|
|
|
Years ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
10,281
|
|
|
$
|
7,102
|
|
|
$
|
63,933
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
11,603
|
|
|
8,832
|
|
|
4,687
|
|
|||
Provision (recoupment) for bad debts, net
|
2,402
|
|
|
(385
|
)
|
|
3,557
|
|
|||
Share-based compensation
|
2,706
|
|
|
6,192
|
|
|
13,139
|
|
|||
Change in fair value of warrant and stock option derivative liabilities
|
(432
|
)
|
|
(2,580
|
)
|
|
(8,985
|
)
|
|||
Deferred income taxes
|
11,701
|
|
|
3,383
|
|
|
(25,035
|
)
|
|||
Impairment charges
|
1,500
|
|
|
688
|
|
|
1,622
|
|
|||
Recoupment indemnified expenses
|
—
|
|
|
—
|
|
|
(1,700
|
)
|
|||
Gain on sale of property and equipment
|
—
|
|
|
(265
|
)
|
|
—
|
|
|||
Gain on derecognition of liabilities through settlement
|
(3,711
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on bargain purchase of a business
|
—
|
|
|
—
|
|
|
(1,733
|
)
|
|||
Loss (earnings) from equity method investment
|
108
|
|
|
(938
|
)
|
|
—
|
|
|||
Amortization of deferred financing fees
|
734
|
|
|
1,034
|
|
|
99
|
|
|||
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed:
|
|
|
|
|
|
||||||
Trade accounts receivable
|
(14,737
|
)
|
|
(28,517
|
)
|
|
(51,673
|
)
|
|||
Medical supplies
|
1,407
|
|
|
216
|
|
|
(1,469
|
)
|
|||
Prepaid expenses and other current assets
|
(4,042
|
)
|
|
(7,106
|
)
|
|
6,966
|
|
|||
Other long-term assets
|
(219
|
)
|
|
(6
|
)
|
|
(402
|
)
|
|||
Trade accounts payable and accrued liabilities
|
5,010
|
|
|
11,031
|
|
|
925
|
|
|||
Other current liabilities
|
2,400
|
|
|
1,293
|
|
|
3,441
|
|
|||
Other long-term liabilities
|
(321
|
)
|
|
508
|
|
|
(657
|
)
|
|||
Distributions from equity investments
|
—
|
|
|
1,085
|
|
|
—
|
|
|||
Net cash provided by operating activities
|
26,390
|
|
|
1,567
|
|
|
6,715
|
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
(5,152
|
)
|
|
(5,541
|
)
|
|
(4,380
|
)
|
|||
Investment in associate
|
—
|
|
|
—
|
|
|
(138
|
)
|
|||
Purchase of equity method investment
|
—
|
|
|
(609
|
)
|
|
—
|
|
|||
Note receivable, net
|
—
|
|
|
150
|
|
|
(197
|
)
|
|||
Acquisitions, net of cash acquired
|
(62,268
|
)
|
|
(17,239
|
)
|
|
(6,765
|
)
|
|||
Deconsolidation of imaging centers and urgent care clinic
|
—
|
|
|
—
|
|
|
(166
|
)
|
|||
Net cash used for investing activities
|
(67,420
|
)
|
|
(23,239
|
)
|
|
(11,646
|
)
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Distributions to noncontrolling interests
|
(2,646
|
)
|
|
(7,059
|
)
|
|
(14,998
|
)
|
|||
Proceeds from exercise of stock options
|
—
|
|
|
2,322
|
|
|
521
|
|
|||
Proceeds from exercise of stock warrants
|
—
|
|
|
130
|
|
|
4,342
|
|
|||
Proceeds from private placement
|
—
|
|
|
—
|
|
|
28,395
|
|
|||
Payments on capital lease obligations
|
(4,467
|
)
|
|
(3,613
|
)
|
|
(1,565
|
)
|
Proceeds from line of credit
|
3,000
|
|
|
23,213
|
|
|
4,500
|
|
|||
Payments from line of credit
|
—
|
|
|
(11,213
|
)
|
|
(6,920
|
)
|
|||
Proceeds from debt
|
50,000
|
|
|
58,940
|
|
|
20,000
|
|
|||
Payments on debt
|
(2,013
|
)
|
|
(29,713
|
)
|
|
(20,584
|
)
|
|||
Deferred financing fees
|
(4,880
|
)
|
|
(2,429
|
)
|
|
(662
|
)
|
|||
Net cash provided by financing activities
|
38,994
|
|
|
30,578
|
|
|
13,029
|
|
|||
|
|
|
|
|
|
||||||
NET (DECREASE) INCREASE IN CASH
|
(2,036
|
)
|
|
8,906
|
|
|
8,098
|
|
|||
CASH — Beginning of year
|
24,572
|
|
|
15,666
|
|
|
7,568
|
|
|||
CASH — End of year
|
$
|
22,536
|
|
|
$
|
24,572
|
|
|
$
|
15,666
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
4,970
|
|
|
$
|
2,798
|
|
|
$
|
1,236
|
|
Cash paid for taxes
|
$
|
1,737
|
|
|
$
|
5,852
|
|
|
$
|
427
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Non-cash deconsolidation of property and equipment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,828
|
|
Non-cash deconsolidation of goodwill
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
701
|
|
Stock consideration given in conjunction with acquisitions
|
$
|
735
|
|
|
$
|
2,250
|
|
|
$
|
650
|
|
Capital lease obligations
|
$
|
4,486
|
|
|
$
|
1,828
|
|
|
$
|
12,969
|
|
Convertible promissory note
|
$
|
8,500
|
|
|
$
|
2,250
|
|
|
$
|
—
|
|
Athas settlement in lieu of contingent shares
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,685
|
|
Intangible Asset
|
Estimated Useful Lives (in years)
|
|
|
|
|
Non-compete agreements
|
2-10
|
|
Internally developed software
|
5
|
|
Hospital management agreements
|
10-12
|
|
Trade secret methodology
|
10
|
|
Physician relationships
|
20
|
|
Trade names
|
8
|
|
Customer relations
|
12
|
Management Companies Combined
|
November 15, 2017
|
||
|
|
||
Net assets acquired:
|
|
||
Cash
|
$
|
150
|
|
Trade accounts receivable
|
6,490
|
|
|
Prepaid expenses and other current assets
|
145
|
|
|
Property and equipment
|
11,225
|
|
|
Other long-term assets
|
1,057
|
|
|
Goodwill
|
46,069
|
|
|
Intangible assets
|
47,905
|
|
|
Total assets acquired
|
$
|
113,041
|
|
|
|
||
Net liabilities assumed:
|
|
||
Trade accounts payable
|
$
|
499
|
|
Accrued liabilities
|
674
|
|
|
Total liabilities assumed
|
$
|
1,173
|
|
|
|
||
Consideration:
|
|
||
Cash
|
$
|
53,620
|
|
Noncontrolling interests
|
47,124
|
|
|
Future obligation - payment for additional equity interests
|
4,389
|
|
|
Convertible promissory note
|
3,500
|
|
|
Escrow
|
2,500
|
|
|
Stock issued
|
500
|
|
|
Stock options issued
|
235
|
|
|
Total consideration
|
$
|
111,868
|
|
|
Recognized as of Acquisition Date
|
|
Measurement Period Adjustments
(1)
|
|
March 8, 2017
|
||||||
|
|
|
|
|
|
||||||
Assets acquired:
|
|
|
|
|
|
||||||
Cash
|
$
|
438
|
|
|
$
|
—
|
|
|
$
|
438
|
|
Trade accounts receivable
|
747
|
|
|
(150
|
)
|
|
597
|
|
|||
Prepaid expenses and other current assets
|
42
|
|
|
—
|
|
|
42
|
|
|||
Medical Supplies
|
295
|
|
|
—
|
|
|
295
|
|
|||
Property and equipment
|
2,359
|
|
|
611
|
|
|
2,970
|
|
|||
Intangible assets
|
—
|
|
|
1,900
|
|
|
1,900
|
|
|||
Goodwill
|
10,828
|
|
|
(2,499
|
)
|
|
8,329
|
|
|||
Total assets acquired
|
$
|
14,709
|
|
|
$
|
(138
|
)
|
|
$
|
14,571
|
|
|
|
|
|
|
|
||||||
Liabilities assumed:
|
|
|
|
|
|
||||||
Trade accounts payable
|
$
|
612
|
|
|
$
|
(203
|
)
|
|
$
|
409
|
|
Refunds payable
|
347
|
|
|
(347
|
)
|
|
—
|
|
|||
Accrued liabilities
|
524
|
|
|
(83
|
)
|
|
441
|
|
|||
Current portion of capital lease
|
69
|
|
|
—
|
|
|
69
|
|
|||
Long-term portion of capital leases
|
39
|
|
|
—
|
|
|
39
|
|
|||
Total liabilities assumed
|
$
|
1,591
|
|
|
$
|
(633
|
)
|
|
$
|
958
|
|
|
|
|
|
|
|
||||||
Consideration:
|
|
|
|
|
|
||||||
Cash
|
$
|
8,321
|
|
|
$
|
—
|
|
|
$
|
8,321
|
|
Convertible promissory note
|
5,000
|
|
|
—
|
|
|
5,000
|
|
|||
Working capital adjustment
|
(203
|
)
|
|
495
|
|
|
292
|
|
|||
Total consideration
|
$
|
13,118
|
|
|
$
|
495
|
|
|
$
|
13,613
|
|
|
Recognized as of Acquisition Date
|
|
Measurement Period Adjustments
(1)
|
|
October 28, 2016
|
||||||
|
|
|
|
|
|
||||||
Assets acquired:
|
|
|
|
|
|
||||||
Cash
|
$
|
261
|
|
|
$
|
—
|
|
|
$
|
261
|
|
Trade accounts receivable
|
3,472
|
|
|
—
|
|
|
3,472
|
|
|||
Prepaid expenses and other current assets
|
188
|
|
|
—
|
|
|
188
|
|
|||
Medical Supplies
|
191
|
|
|
—
|
|
|
191
|
|
|||
Property and equipment
|
2,745
|
|
|
—
|
|
|
2,745
|
|
|||
Other long-term assets
|
6
|
|
|
—
|
|
|
6
|
|
|||
Intangible assets
|
1,700
|
|
|
—
|
|
|
1,700
|
|
|||
Goodwill
|
17,185
|
|
|
(1,041
|
)
|
|
16,144
|
|
|||
Total assets acquired
|
$
|
25,748
|
|
|
$
|
(1,041
|
)
|
|
$
|
24,707
|
|
|
|
|
|
|
|
||||||
Liabilities assumed:
|
|
|
|
|
|
||||||
Trade accounts payable
|
$
|
996
|
|
|
$
|
—
|
|
|
$
|
996
|
|
Accrued liabilities
|
273
|
|
|
—
|
|
|
273
|
|
|||
Current portion of capital leases
|
472
|
|
|
—
|
|
|
472
|
|
|||
Long-term portion of capital leases
|
666
|
|
|
—
|
|
|
666
|
|
|||
Total liabilities assumed
|
$
|
2,407
|
|
|
$
|
—
|
|
|
$
|
2,407
|
|
|
|
|
|
|
|
||||||
Consideration:
|
|
|
|
|
|
||||||
Cash
|
$
|
17,500
|
|
|
$
|
—
|
|
|
$
|
17,500
|
|
Stock issued
|
2,250
|
|
|
—
|
|
|
2,250
|
|
|||
Convertible promissory note
|
2,250
|
|
|
—
|
|
|
2,250
|
|
|||
Working capital adjustment
|
1,241
|
|
|
(1,041
|
)
|
|
200
|
|
|||
Earnout consideration
|
100
|
|
|
—
|
|
|
100
|
|
|||
Total consideration
|
$
|
23,341
|
|
|
$
|
(1,041
|
)
|
|
$
|
22,300
|
|
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Revenue
|
|
$
|
336,586
|
|
|
$
|
346,158
|
|
Income from operations
|
|
$
|
39,420
|
|
|
$
|
34,263
|
|
Net income attributable to Nobilis Health Corp.
|
|
$
|
7,808
|
|
|
$
|
12,723
|
|
Net income per basic common share
|
|
$
|
0.10
|
|
|
$
|
0.17
|
|
|
|
Year ended December 31,
|
|||||
|
|
2016
|
2015
|
||||
|
|
|
|
||||
Revenue
|
|
$
|
299,944
|
|
$
|
253,624
|
|
Income from operations
|
|
$
|
13,135
|
|
$
|
30,903
|
|
Net income attributable to Nobilis Health Corp.
|
|
$
|
8,052
|
|
$
|
52,868
|
|
Net income per basic common share
|
|
$
|
0.08
|
|
$
|
0.77
|
|
•
|
Accounts receivable and other receivables
|
•
|
Investments in associates
|
•
|
Accounts payable, accrued liabilities and other current liabilities
|
•
|
Other liabilities and notes payable
|
•
|
Capital leases
|
•
|
Lines of credit
|
•
|
Debt
|
•
|
Warrants
|
•
|
Non-employee stock options
|
•
|
Credit risk
|
•
|
Fair value risk
|
•
|
Foreign exchange risk
|
•
|
Other market price risk
|
•
|
Liquidity risk
|
•
|
Interest rate risk
|
MEDICAL SEGMENT
|
Payors
|
|
2017
|
|
2016
|
|
2015
|
|||
|
|
|
|
|
|
|
|||
Private insurance and other private pay
|
|
97.3
|
%
|
|
96.6
|
%
|
|
95.5
|
%
|
Workers compensation
|
|
1.5
|
%
|
|
3.0
|
%
|
|
4.1
|
%
|
Medicare
|
|
1.2
|
%
|
|
0.4
|
%
|
|
0.4
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
MARKETING SEGMENT
|
Payors
|
|
2017
|
|
2016
|
|
2015
|
|||
|
|
|
|
|
|
|
|||
Private insurance and other private pay
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Workers compensation
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
Medicare
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Payors
|
|
2017
|
|
2016
|
|
2015
|
|||
|
|
|
|
|
|
|
|||
Private insurance and other private pay
|
|
97.5
|
%
|
|
97.1
|
%
|
|
95.6
|
%
|
Workers compensation
|
|
1.4
|
%
|
|
2.6
|
%
|
|
4.0
|
%
|
Medicare
|
|
1.1
|
%
|
|
0.3
|
%
|
|
0.4
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
2017
|
|
2016
|
||||
Trade accounts receivable
|
|
$
|
140,580
|
|
|
$
|
121,599
|
|
Allowance for doubtful accounts
|
|
(2,598
|
)
|
|
(750
|
)
|
||
Receivables transferred
|
|
—
|
|
|
(309
|
)
|
||
Receivables purchased
|
|
6,540
|
|
|
4,411
|
|
||
Trade accounts receivable, net
|
|
$
|
144,522
|
|
|
$
|
124,951
|
|
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Telephone equipment
|
|
$
|
411
|
|
|
$
|
374
|
|
Computer hardware
|
|
2,363
|
|
|
1,863
|
|
||
Computer software
|
|
4,031
|
|
|
2,824
|
|
||
Furniture and office equipment
|
|
2,395
|
|
|
1,726
|
|
||
Medical equipment
|
|
41,287
|
|
|
28,158
|
|
||
Leasehold improvements
|
|
17,689
|
|
|
8,605
|
|
||
Building
|
|
12,607
|
|
|
12,520
|
|
||
Construction in progress
|
|
617
|
|
|
859
|
|
||
|
|
81,400
|
|
|
56,929
|
|
||
Less: accumulated depreciation
|
|
(29,841
|
)
|
|
(20,206
|
)
|
||
Property and equipment, net
|
|
$
|
51,559
|
|
|
$
|
36,723
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||||||||||
|
Historical
Cost
|
|
Additions
|
|
Accumulated
Amortization
|
|
Accumulated
Impairment
|
|
Net Book
Value
|
|
Historical
Cost
|
|
Additions
|
|
Accumulated
Amortization
|
|
Accumulated
Impairment
|
|
Net Book
Value
|
||||||||||||||||||||
Finite Life
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Non-compete agreements
|
$
|
2,961
|
|
|
$
|
1,009
|
|
|
$
|
1,671
|
|
|
$
|
—
|
|
|
$
|
2,299
|
|
|
$
|
2,761
|
|
|
$
|
200
|
|
|
$
|
1,258
|
|
|
$
|
—
|
|
|
$
|
1,703
|
|
Internally developed software
|
1,980
|
|
|
—
|
|
|
1,221
|
|
|
—
|
|
|
759
|
|
|
1,980
|
|
|
—
|
|
|
825
|
|
|
—
|
|
|
1,155
|
|
||||||||||
Hospital management agreements
|
—
|
|
|
45,905
|
|
|
368
|
|
|
—
|
|
|
45,537
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Trade secret methodology
|
5,620
|
|
|
—
|
|
|
1,733
|
|
|
—
|
|
|
3,887
|
|
|
5,620
|
|
|
—
|
|
|
1,170
|
|
|
—
|
|
|
4,450
|
|
||||||||||
Physician relationships
|
2,800
|
|
|
—
|
|
|
467
|
|
|
—
|
|
|
2,333
|
|
|
2,800
|
|
|
—
|
|
|
327
|
|
|
—
|
|
|
2,473
|
|
||||||||||
Tradenames
|
—
|
|
|
1,200
|
|
|
20
|
|
|
—
|
|
|
1,180
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Customer relationships
|
500
|
|
|
—
|
|
|
108
|
|
|
—
|
|
|
392
|
|
|
500
|
|
|
—
|
|
|
66
|
|
|
—
|
|
|
434
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Indefinite Life
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Tradenames
|
2,260
|
|
|
1,700
|
|
|
—
|
|
|
900
|
|
|
3,060
|
|
|
1,160
|
|
|
1,100
|
|
|
—
|
|
|
—
|
|
|
2,260
|
|
||||||||||
Trademark
|
5,610
|
|
|
—
|
|
|
—
|
|
|
600
|
|
|
5,010
|
|
|
5,610
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,610
|
|
||||||||||
Medicare license
|
8,498
|
|
|
—
|
|
|
—
|
|
|
7,401
|
|
|
1,097
|
|
|
8,498
|
|
|
—
|
|
|
—
|
|
|
7,401
|
|
|
1,097
|
|
||||||||||
Hospital license
|
436
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
436
|
|
|
36
|
|
|
400
|
|
|
—
|
|
|
—
|
|
|
436
|
|
||||||||||
Total
|
$
|
30,665
|
|
|
$
|
49,814
|
|
|
$
|
5,588
|
|
|
$
|
8,901
|
|
|
$
|
65,990
|
|
|
$
|
28,965
|
|
|
$
|
1,700
|
|
|
$
|
3,646
|
|
|
$
|
7,401
|
|
|
$
|
19,618
|
|
|
|
2017
|
|
2016
|
||||
Cost
|
|
$
|
254,515
|
|
|
$
|
200,461
|
|
Accumulated impairment losses
|
|
(138,443
|
)
|
|
(138,443
|
)
|
||
Total
|
|
$
|
116,072
|
|
|
$
|
62,018
|
|
Cost
|
|
2017
|
|
2016
|
||||
BALANCE - beginning of period
|
|
$
|
200,461
|
|
|
$
|
183,276
|
|
Business combinations:
|
|
|
|
|
||||
AZ Vein
|
|
—
|
|
|
17,185
|
|
||
AZ Vein measurement period adjustment
|
|
(1,040
|
)
|
|
—
|
|
||
Elite Management Companies
|
|
46,069
|
|
|
—
|
|
||
HVC
|
|
8,329
|
|
|
—
|
|
||
DeRosa
|
|
696
|
|
|
—
|
|
||
Total cost
|
|
$
|
254,515
|
|
|
$
|
200,461
|
|
|
|
|
|
|
||||
Accumulated impairment
|
|
|
|
|
||||
BALANCE - beginning of period
|
|
$
|
(138,443
|
)
|
|
$
|
(138,443
|
)
|
Impairment charges during the period
|
|
—
|
|
|
—
|
|
||
Total accumulated impairment
|
|
$
|
(138,443
|
)
|
|
$
|
(138,443
|
)
|
|
|
2017
|
|
2016
|
||||
Accrued liabilities:
|
|
|
|
|
||||
Accrued salaries and benefits
|
|
$
|
4,588
|
|
|
$
|
3,333
|
|
Contract Services
|
|
3,836
|
|
|
2,393
|
|
||
Lab expense
|
|
6,366
|
|
|
5,402
|
|
||
Other
|
|
20,603
|
|
|
19,017
|
|
||
Total accrued liabilities
|
|
$
|
35,393
|
|
|
$
|
30,145
|
|
|
|
|
|
|
||||
Other current liabilities:
|
|
|
|
|
||||
Estimated amounts due to third party payors
|
|
$
|
5,081
|
|
|
$
|
6,286
|
|
Additional equity interest purchase obligations in conjunction with Elite acquisition
|
|
4,389
|
|
|
—
|
|
||
Other
|
|
6,854
|
|
|
1,275
|
|
||
Total other current liabilities
|
|
$
|
16,324
|
|
|
$
|
7,561
|
|
|
|
2017
|
|
2016
|
||||
Lines of credit
|
|
$
|
18,000
|
|
|
$
|
15,000
|
|
Term loan
|
|
100,488
|
|
|
52,500
|
|
||
Convertible promissory notes
|
|
8,500
|
|
|
2,250
|
|
||
Gross debt
|
|
126,988
|
|
|
69,750
|
|
||
Less: unamortized debt issuance costs
|
|
(6,103
|
)
|
|
(1,957
|
)
|
||
Debt, net of unamortized debt issuance costs
|
|
120,885
|
|
|
67,793
|
|
||
Less: current maturities of debt, net of unamortized debt issuance costs
|
|
(8,016
|
)
|
|
(2,220
|
)
|
||
Long-term debt, net
|
|
$
|
112,869
|
|
|
$
|
65,573
|
|
Year ending December 31,
|
|
||
2018
|
$
|
15,848
|
|
2019
|
14,739
|
|
|
2020
|
12,989
|
|
|
2021
|
12,621
|
|
|
2022
|
9,442
|
|
|
Thereafter
|
55,477
|
|
|
Total future commitment
|
121,116
|
|
|
Less: minimum sublease income to be received
|
(19,302
|
)
|
|
Total future commitment, net of sublease income
|
$
|
101,814
|
|
Year ending December 31,
|
|
|
|
2018
|
$
|
2,471
|
|
2019
|
2,535
|
|
|
2020
|
2,295
|
|
|
2021
|
2,200
|
|
|
2022
|
1,683
|
|
|
Thereafter
|
8,118
|
|
|
Total future sublease income
|
$
|
19,302
|
|
Year ending December 31,
|
|
||
|
|
||
2018
|
$
|
4,239
|
|
2019
|
3,426
|
|
|
2020
|
2,332
|
|
|
2021
|
2,284
|
|
|
2022
|
1,925
|
|
|
Thereafter
|
5,670
|
|
|
Total minimum rentals
|
19,876
|
|
|
Less amounts representing interest
|
(3,960
|
)
|
|
Total Capital lease obligations
|
$
|
15,916
|
|
|
|
Fair Value Measurements Using
|
|
|
||||||||||||
|
|
Quoted Prices in
Active Markets for
Identical Assets and
Liabilities
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Warrant and stock option derivative liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
902
|
|
|
$
|
902
|
|
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
902
|
|
|
$
|
902
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2017:
|
|
|
|
|
|
|
|
|
||||||||
Warrant and stock option derivative liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
384
|
|
|
$
|
384
|
|
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
384
|
|
|
$
|
384
|
|
|
|
Shares Underlying
Options
|
|
Weighted-
Average Exercise
Price
|
|
Weighted-Average
Remaining Life
(years)
|
||||
|
|
|
|
|
|
|
||||
Outstanding at January 1, 2016
|
|
5,465,000
|
|
|
$
|
2.97
|
|
|
9.2
|
|
Granted
|
|
4,357,075
|
|
|
$
|
2.06
|
|
|
9.5
|
|
Exercised
|
|
(1,283,750
|
)
|
|
$
|
2.39
|
|
|
—
|
|
Forfeited
|
|
(994,300
|
)
|
|
$
|
3.45
|
|
|
—
|
|
Outstanding at December 31, 2016
|
|
7,544,025
|
|
|
$
|
2.61
|
|
|
9.0
|
|
|
|
|
|
|
|
|
||||
Exercisable at December 31, 2016
|
|
2,768,817
|
|
|
$
|
2.45
|
|
|
8.6
|
|
|
|
|
|
|
|
|
||||
Outstanding at January 1, 2017
|
|
7,544,025
|
|
|
$
|
2.61
|
|
|
9.0
|
|
Granted
|
|
2,590,000
|
|
|
$
|
1.50
|
|
|
9.8
|
|
Exercised
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Forfeited
|
|
(1,270,000
|
)
|
|
$
|
3.41
|
|
|
—
|
|
Outstanding at December 31, 2017
|
|
8,864,025
|
|
|
$
|
2.17
|
|
|
8.5
|
|
|
|
|
|
|
|
|
||||
Exercisable at December 31, 2017
|
|
5,120,307
|
|
|
$
|
2.24
|
|
|
8.2
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
|
|
||||
Expected price volatility
|
|
86% - 91%
|
|
|
86% - 117%
|
|
|
113% - 122%
|
|
|
Risk free interest rate
|
|
1.78% - 2.27%
|
|
|
1.03% - 2.20%
|
|
|
1.34% - 1.87%
|
|
|
Expected annual dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
$
|
—
|
|
Expected option term (years)
|
|
5 - 6
|
|
|
5 - 6
|
|
|
5 - 6
|
|
|
Expected forfeiture rate
|
|
3.1% - 11.6%
|
|
|
0.5% - 11.6%
|
|
|
1.3% - 5.0%
|
|
|
Grant date fair value per share
|
|
$0.91 - $1.81
|
|
|
$1.41 - $2.41
|
|
|
$2.53 - $6.10
|
|
|
Grant date exercise price per share
|
|
$1.32 - $2.32
|
|
|
$1.92 - $2.82
|
|
|
$2.97 - $6.31
|
|
|
|
Years ended December 31,
|
||||
|
|
2017
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
Risk free interest rate
|
|
0.62%
|
|
0.26% - 0.62%
|
|
0.00% - 0.65%
|
Expected life in years
|
|
0.15
|
|
0.25 - 1.15
|
|
0.25 - 2.0
|
Expected volatility
|
|
63%
|
|
71% - 112%
|
|
71% - 96%
|
Expected dividend yield
|
|
—%
|
|
—%
|
|
—%
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Balance at beginning of year
|
|
$
|
3
|
|
|
$
|
2,109
|
|
|
$
|
6,657
|
|
Issuance of warrants and options
|
|
—
|
|
|
—
|
|
|
12,797
|
|
|||
Transferred to equity upon exercise
|
|
—
|
|
|
—
|
|
|
(9,050
|
)
|
|||
Change in fair value recorded in earnings
|
|
(3
|
)
|
|
(2,106
|
)
|
|
(8,295
|
)
|
|||
Balance at December 31, 2017 and 2016
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
2,109
|
|
|
|
Years ended December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
|
|
|
|
|
|
|
|||
Risk free interest rate
|
|
1.50% - 1.98%
|
|
|
0.86% - 1.76%
|
|
|
0.26% - 1.85%
|
|
Expected life in years
|
|
3
|
|
|
4 - 5
|
|
|
1 - 6
|
|
Expected volatility
|
|
81% - 84%
|
|
|
99% - 118%
|
|
|
74% - 121%
|
|
Expected dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Balance at beginning of year
|
|
$
|
899
|
|
|
$
|
841
|
|
|
$
|
—
|
|
Vested during the period
|
|
(109
|
)
|
|
533
|
|
|
1,531
|
|
|||
Change in fair value recorded in earnings
|
|
(406
|
)
|
|
(475
|
)
|
|
(690
|
)
|
|||
Balance as of December 31, 2017 and 2016
|
|
$
|
384
|
|
|
$
|
899
|
|
|
$
|
841
|
|
|
|
NHC - ASC Dallas
|
|
First Nobilis
|
|
Total
|
||||||
|
|
|
|
|
|
|
||||||
Balance at January 1, 2016
|
|
$
|
3,393
|
|
|
$
|
8,832
|
|
|
$
|
12,225
|
|
Distributions
|
|
(2,928
|
)
|
|
(599
|
)
|
|
(3,527
|
)
|
|||
Net (loss) income attributable to noncontrolling interests
|
|
(68
|
)
|
|
5,674
|
|
|
5,606
|
|
|||
Total contingently redeemable noncontrolling interests at December 31, 2016
|
|
$
|
397
|
|
|
$
|
13,907
|
|
|
$
|
14,304
|
|
|
|
|
|
|
|
|
||||||
Balance at January 1, 2017
|
|
$
|
397
|
|
|
$
|
13,907
|
|
|
$
|
14,304
|
|
Distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income attributable to noncontrolling interests
|
|
149
|
|
|
2,708
|
|
|
2,857
|
|
|||
Total contingently redeemable noncontrolling interests at December 31, 2017
|
|
$
|
546
|
|
|
$
|
16,615
|
|
|
$
|
17,161
|
|
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Total cash and short term investments
|
$
|
1,709
|
|
|
$
|
3,445
|
|
Total accounts receivable
|
25,385
|
|
|
18,845
|
|
||
Intercompany
(1)
|
9,021
|
|
|
8,739
|
|
||
Total other current assets
|
1,918
|
|
|
1,664
|
|
||
Total property and equipment
|
15,457
|
|
|
16,804
|
|
||
Total other assets
|
190
|
|
|
190
|
|
||
Total assets
|
$
|
53,680
|
|
|
$
|
49,687
|
|
|
|
|
|
||||
Total accounts payable
|
$
|
3,617
|
|
|
$
|
4,119
|
|
Total other liabilities
|
1,662
|
|
|
5,263
|
|
||
Intercompany
(1)
|
41,201
|
|
|
39,391
|
|
||
Total accrued liabilities
|
14,057
|
|
|
11,538
|
|
||
Long term - capital lease
|
11,407
|
|
|
11,169
|
|
||
Noncontrolling interest
|
(9,924
|
)
|
|
(8,892
|
)
|
||
Total liabilities
|
$
|
62,020
|
|
|
$
|
62,588
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Net income attributable to Nobilis Health Corp.
|
|
$
|
3,797
|
|
|
$
|
6,449
|
|
|
$
|
50,840
|
|
Weighted average common shares outstanding
|
|
77,852,752
|
|
|
76,453,128
|
|
|
67,015,387
|
|
|||
Net income per common share
|
|
$
|
0.05
|
|
|
$
|
0.08
|
|
|
$
|
0.76
|
|
|
|
|
|
|
|
|
||||||
Diluted - treasury stock method:
|
|
|
|
|
|
|
||||||
Net income attributable to Nobilis Health Corp.
|
|
$
|
3,797
|
|
|
$
|
6,449
|
|
|
$
|
50,840
|
|
Weighted average common shares outstanding
|
|
77,852,752
|
|
|
76,453,128
|
|
|
67,015,387
|
|
|||
Dilutive effect of stock options, warrants, RSU's
|
|
335,845
|
|
|
1,109,367
|
|
|
8,217,396
|
|
|||
Weighted average common shares outstanding diluted (treasury method)
|
|
78,188,597
|
|
|
77,562,495
|
|
|
75,232,783
|
|
|||
Net income per fully diluted share
|
|
$
|
0.05
|
|
|
$
|
0.08
|
|
|
$
|
0.68
|
|
|
|
|
|
|
|
|
||||||
Diluted - if converted method:
|
|
|
|
|
|
|
||||||
Net income attributable to Nobilis Health Corp.
|
|
$
|
3,797
|
|
|
$
|
6,449
|
|
|
$
|
50,840
|
|
Weighted average common shares outstanding
|
|
77,852,752
|
|
|
76,453,128
|
|
|
67,015,387
|
|
|||
Dilutive effect of convertible debt
|
|
2,631,579
|
|
|
—
|
|
|
—
|
|
|||
Weighted average common shares outstanding diluted (if converted method)
|
|
80,484,331
|
|
|
76,453,128
|
|
|
N/A
|
|
|||
Net income per fully diluted share
|
|
$
|
0.05
|
|
|
$
|
0.08
|
|
|
N/A
|
|
|
|
Deferred
|
|
Current
|
|
Total
|
||||||
|
|
|
|
|
|
|
||||||
2017
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
11,695
|
|
|
$
|
56
|
|
|
$
|
11,751
|
|
States and Local
|
|
(12
|
)
|
|
1,261
|
|
|
1,249
|
|
|||
Foreign
|
|
(742
|
)
|
|
—
|
|
|
(742
|
)
|
|||
Change in deferred tax asset valuation allowance
|
|
742
|
|
|
—
|
|
|
742
|
|
|||
Total
|
|
$
|
11,683
|
|
|
$
|
1,317
|
|
|
$
|
13,000
|
|
|
|
|
|
|
|
|
||||||
2016
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
3,625
|
|
|
$
|
23
|
|
|
$
|
3,648
|
|
States and Local
|
|
(242
|
)
|
|
1,081
|
|
|
839
|
|
|||
Foreign
|
|
(259
|
)
|
|
—
|
|
|
(259
|
)
|
|||
Change in deferred tax asset valuation allowance
|
|
259
|
|
|
—
|
|
|
259
|
|
|||
Total
|
|
$
|
3,383
|
|
|
$
|
1,104
|
|
|
$
|
4,487
|
|
|
|
|
|
|
|
|
||||||
2015
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
8,215
|
|
|
$
|
509
|
|
|
$
|
8724
|
|
States and Local
|
|
—
|
|
|
1,330
|
|
|
1,330
|
|
|||
Foreign
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Change in deferred tax asset valuation allowance
|
|
(33,250
|
)
|
|
—
|
|
|
(33,250
|
)
|
|||
Total
|
|
$
|
(25,035
|
)
|
|
$
|
1,839
|
|
|
$
|
(23,196
|
)
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Net income before income tax
|
|
$
|
23,281
|
|
|
$
|
11,589
|
|
|
$
|
40,737
|
|
|
|
|
|
|
|
|
||||||
U.S. federal income tax rate
|
|
34
|
%
|
|
35
|
%
|
|
34
|
%
|
|||
|
|
|
|
|
|
|
||||||
Expected U.S. federal income tax (recovery)
|
|
7,916
|
|
|
4,056
|
|
|
13,851
|
|
|||
Permanent differences / discrete items
|
|
(86
|
)
|
|
(791
|
)
|
|
(1,873
|
)
|
|||
State income tax (net of federal benefit)
|
|
706
|
|
|
585
|
|
|
649
|
|
|||
Valuation allowance
|
|
742
|
|
|
259
|
|
|
(33,250
|
)
|
|||
Change of federal tax rate
|
|
6,160
|
|
|
—
|
|
|
—
|
|
|||
Noncontrolling interests
|
|
(2,054
|
)
|
|
7
|
|
|
(4,106
|
)
|
|||
Others
|
|
(384
|
)
|
|
371
|
|
|
1,533
|
|
|||
Total income tax expense (benefit)
|
|
$
|
13,000
|
|
|
$
|
4,487
|
|
|
$
|
(23,196
|
)
|
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Deferred tax assets (liabilities) :
|
|
|
|
|
||||
Goodwill and fixed assets
|
|
$
|
1,555
|
|
|
$
|
8,768
|
|
Intangibles
|
|
697
|
|
|
785
|
|
||
Net operating loss carryforwards - U.S.
|
|
2,836
|
|
|
6,014
|
|
||
Interest carry-forward
|
|
—
|
|
|
1,405
|
|
||
Net operating loss carryforwards - Foreign
|
|
8,405
|
|
|
7,663
|
|
||
Allowance for bad debts
|
|
382
|
|
|
265
|
|
||
Equity compensation
|
|
2,872
|
|
|
4,074
|
|
||
Accrued bonus
|
|
530
|
|
|
325
|
|
||
Accrued to cash - 481a
|
|
(163
|
)
|
|
(532
|
)
|
||
Other
|
|
(120
|
)
|
|
16
|
|
||
AMT credit
|
|
588
|
|
|
532
|
|
||
Deferred lease liability
|
|
657
|
|
|
—
|
|
||
Retention tax credit
|
|
117
|
|
|
—
|
|
||
Valuation allowance
|
|
(8,405
|
)
|
|
(7,663
|
)
|
||
Net deferred tax assets
|
|
$
|
9,951
|
|
|
$
|
21,652
|
|
|
Year ended December 31, 2017
|
||||||||||||||
|
Medical
|
|
Marketing
|
|
Corporate
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
282,042
|
|
|
$
|
17,675
|
|
|
$
|
—
|
|
|
$
|
299,717
|
|
Operating expenses
|
234,851
|
|
|
15,520
|
|
|
—
|
|
|
250,371
|
|
||||
Corporate expenses
|
—
|
|
|
—
|
|
|
27,037
|
|
|
27,037
|
|
||||
Income (loss) from operations
|
47,191
|
|
|
2,155
|
|
|
(27,037
|
)
|
|
22,309
|
|
||||
Change in fair value of warrant and option liabilities
|
—
|
|
|
—
|
|
|
(432
|
)
|
|
(432
|
)
|
||||
Interest expense (income)
|
1,017
|
|
|
(11
|
)
|
|
5,001
|
|
|
6,007
|
|
||||
Other income
|
(3,882
|
)
|
|
492
|
|
|
(3,157
|
)
|
|
(6,547
|
)
|
||||
Income (loss) before income taxes
|
$
|
50,056
|
|
|
$
|
1,674
|
|
|
$
|
(28,449
|
)
|
|
$
|
23,281
|
|
|
|
|
|
|
|
|
|
||||||||
Other data:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense
|
$
|
9,600
|
|
|
$
|
1,660
|
|
|
$
|
343
|
|
|
$
|
11,603
|
|
Income tax expense
|
$
|
1,165
|
|
|
$
|
135
|
|
|
$
|
11,700
|
|
|
$
|
13,000
|
|
Intangible assets, net
|
$
|
54,406
|
|
|
$
|
11,584
|
|
|
$
|
—
|
|
|
$
|
65,990
|
|
Goodwill
|
$
|
97,061
|
|
|
$
|
19,011
|
|
|
$
|
—
|
|
|
$
|
116,072
|
|
Capital expenditures
|
$
|
18,773
|
|
|
$
|
2,753
|
|
|
$
|
301
|
|
|
$
|
21,827
|
|
Total assets
|
$
|
352,228
|
|
|
$
|
50,275
|
|
|
$
|
28,535
|
|
|
$
|
431,038
|
|
Total liabilities
|
$
|
78,830
|
|
|
$
|
8,733
|
|
|
$
|
128,687
|
|
|
$
|
216,250
|
|
Stock consideration given in conjunction with acquisitions
|
$
|
735
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
735
|
|
Convertible promissory note
|
$
|
8,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,500
|
|
|
Year ended December 31, 2016
|
||||||||||||||
|
Medical
|
|
Marketing
|
|
Corporate
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
|
264,642
|
|
|
21,102
|
|
|
—
|
|
|
285,744
|
|
||||
Operating expenses
|
227,439
|
|
|
17,348
|
|
|
—
|
|
|
244,787
|
|
||||
Corporate expenses
|
—
|
|
|
—
|
|
|
30,919
|
|
|
30,919
|
|
||||
Income (loss) from operations
|
37,203
|
|
|
3,754
|
|
|
(30,919
|
)
|
|
10,038
|
|
||||
Change in fair value of warrant and option liabilities
|
—
|
|
|
—
|
|
|
(2,580
|
)
|
|
(2,580
|
)
|
||||
Interest expense
|
1,331
|
|
|
5
|
|
|
2,663
|
|
|
3,999
|
|
||||
Other income
|
(2,367
|
)
|
|
(353
|
)
|
|
(250
|
)
|
|
(2,970
|
)
|
||||
Income (loss) before income taxes
|
$
|
38,239
|
|
|
$
|
4,102
|
|
|
$
|
(30,752
|
)
|
|
$
|
11,589
|
|
|
|
|
|
|
|
|
|
||||||||
Other data:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense
|
$
|
6,716
|
|
|
$
|
1,823
|
|
|
$
|
293
|
|
|
$
|
8,832
|
|
Income tax expense
|
$
|
1,067
|
|
|
$
|
155
|
|
|
$
|
3,265
|
|
|
$
|
4,487
|
|
Intangible assets, net
|
$
|
6,884
|
|
|
$
|
12,734
|
|
|
$
|
—
|
|
|
$
|
19,618
|
|
Goodwill
|
$
|
43,007
|
|
|
$
|
19,011
|
|
|
$
|
—
|
|
|
$
|
62,018
|
|
Capital expenditures
|
$
|
9,902
|
|
|
$
|
—
|
|
|
$
|
473
|
|
|
$
|
10,375
|
|
Total assets
|
$
|
214,294
|
|
|
$
|
44,942
|
|
|
$
|
46,199
|
|
|
$
|
305,435
|
|
Total liabilities
|
$
|
69,753
|
|
|
$
|
6,059
|
|
|
$
|
73,144
|
|
|
$
|
148,956
|
|
Stock consideration given in conjunction with acquisitions
|
$
|
2,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,250
|
|
Convertible promissory note
|
$
|
2,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,250
|
|
|
Year ended December 31, 2015
|
||||||||||||||
|
Medical
|
|
Marketing
|
|
Corporate
|
|
Total
|
||||||||
Revenues
|
$
|
205,730
|
|
|
$
|
23,486
|
|
|
$
|
—
|
|
|
$
|
229,216
|
|
Operating expenses
|
145,835
|
|
|
19,885
|
|
|
—
|
|
|
165,720
|
|
||||
Corporate expenses
|
—
|
|
|
—
|
|
|
31,846
|
|
|
31,846
|
|
||||
Income (loss) from operations
|
59,895
|
|
|
3,601
|
|
|
(31,846
|
)
|
|
31,650
|
|
||||
Interest expense
|
351
|
|
|
54
|
|
|
1,192
|
|
|
1,597
|
|
||||
Change in fair value of warrant and option liabilities
|
—
|
|
|
—
|
|
|
(8,985
|
)
|
|
(8,985
|
)
|
||||
Bargain purchase
|
(1,733
|
)
|
|
—
|
|
|
—
|
|
|
(1,733
|
)
|
||||
Other expense (income)
|
488
|
|
|
236
|
|
|
(690
|
)
|
|
34
|
|
||||
Income (loss) before income taxes
|
$
|
60,789
|
|
|
$
|
3,311
|
|
|
$
|
(23,363
|
)
|
|
$
|
40,737
|
|
|
|
|
|
|
|
|
|
||||||||
Other data:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense
|
$
|
3,403
|
|
|
$
|
1,128
|
|
|
$
|
156
|
|
|
$
|
4,687
|
|
Income tax expense
|
$
|
898
|
|
|
$
|
238
|
|
|
$
|
703
|
|
|
$
|
1,839
|
|
Intangible assets, net
|
$
|
5,462
|
|
|
$
|
14,157
|
|
|
$
|
—
|
|
|
$
|
19,619
|
|
Goodwill
|
$
|
25,822
|
|
|
$
|
19,011
|
|
|
$
|
—
|
|
|
$
|
44,833
|
|
Capital expenditures
|
$
|
3,653
|
|
|
$
|
249
|
|
|
$
|
478
|
|
|
$
|
4,380
|
|
Total assets
|
$
|
151,324
|
|
|
$
|
42,159
|
|
|
$
|
48,544
|
|
|
$
|
242,027
|
|
Total liabilities
|
$
|
56,407
|
|
|
$
|
3,827
|
|
|
$
|
35,716
|
|
|
$
|
95,950
|
|
•
|
In September 2013, the Company entered into a book deal with a physician equity owner. In March 2015, the Company entered into a marketing agreement with that physician equity owner and a marketing services company owned by the physician equity owner’s father. The Company incurred expenses of
nil
,
$2.0 million
and
$1.7 million
as a result of the book deal during the twelve months ended
December 31, 2017
, 2016 and 2015, respectively. The Company incurred expenses of
nil
,
$1.2 million
, and
nil
related to the marketing services entity during the twelve months ended
December 31, 2017
, 2016 and 2015, respectively. The Company incurred expenses of
nil
,
$1.1 million
and
$0.7 million
related to the Consulting services entity during the twelve months ended
December 31, 2017
, 2016 and 2015, respectively.
|
•
|
In July 2014, the Company entered into a marketing services agreement with a physician equity owner and an entity owned by that physician equity owner’s brother. The Company incurred expenses of
$0.4 million
,
$1.3 million
and
$0.6 million
to the entity during the twelve months ended
December 31, 2017
, 2016 and 2015, respectively.
|
•
|
In September 2014, the minority interest holder of a fully consolidated entity, who is also a partial owner of two other hospitals, entered into an ongoing business relationship with the Company. At
December 31, 2017
, the Company has a net amount due from these related parties of
$6.0 million
. In addition, the Company leases certain medical equipment and facility space from these related parties. Equipment lease costs of
$2.1 million
,
$2.2 million
and
$2.3 million
were
|
•
|
In September 2014, the Company entered into a services agreement with a physician equity owner's wife who has financial interests in a related entity. The Company incurred expenses pursuant to service agreements of
nil
,
$0.5 million
and
$0.6 million
to the entity during the twelve months ended
December 31, 2017
, 2016 and 2015, respectively.
|
•
|
In October 2014, the Company entered into a management agreement with an entity controlled by a physician equity owner. In June 2015, the Company expanded the relationship with this physician equity owner and an entity owned by the physician equity owner's wife to include consulting, marketing, medical supplies, medical directorship and on-call agreements (collectively "service agreements"). The Company incurred expenses of
$2.7 million
,
$2.6 million
and
$0.8 million
in fees owed pursuant to the management agreement to the entity during the twelve months ended
December 31, 2017
, 2016 and 2015, respectively. The Company has incurred expenses of
$6.6 million
,
$7.9 million
and
$2.9 million
in fees owed pursuant to the service agreements to the entity during the twelve months ended
December 31, 2017
, 2016 and 2015, respectively.
|
•
|
In September 2014, the Company entered into a services agreement with an executive officer's brother who has financial interests in a related entity. The Company incurred expenses pursuant to service agreements of
$0.2 million
,
nil
and
nil
to the entity during the twelve months ended
December 31, 2017
, 2016 and 2015, respectively.
|
•
|
In April 2017, the minority interest holder of a fully consolidated entity, who is also a member of the Company's board of directors, entered into an ongoing business relationship with the Company. The Company incurred expenses of
$1.3 million
and
$0.6 million
during the twelve months ended
December 31, 2017
and 2016, respectively. At
December 31, 2017
, the Company has a net amount due to this related party of
nil
.
|
|
Year ended December 31, 2017
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Revenues, net
|
$
|
68,302
|
|
|
$
|
79,962
|
|
|
$
|
64,652
|
|
|
$
|
86,801
|
|
Operating (loss) income
|
$
|
(3,135
|
)
|
|
$
|
7,385
|
|
|
$
|
1,283
|
|
|
$
|
16,776
|
|
Net (loss) income
|
$
|
(2,206
|
)
|
|
$
|
3,255
|
|
|
$
|
1
|
|
|
$
|
9,231
|
|
Net income (loss) attributable to noncontrolling
|
$
|
192
|
|
|
$
|
1,670
|
|
|
$
|
(1,013
|
)
|
|
$
|
5,635
|
|
Net (loss) income attributable to Nobilis Health Corp
|
$
|
(2,398
|
)
|
|
$
|
1,585
|
|
|
$
|
1,014
|
|
|
$
|
3,596
|
|
Net (loss) income per common share attributable to Nobilis Health Corp.
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.03
|
)
|
|
$
|
0.02
|
|
|
$
|
0.01
|
|
|
$
|
0.05
|
|
Diluted
|
$
|
(0.03
|
)
|
|
$
|
0.02
|
|
|
$
|
0.01
|
|
|
$
|
0.05
|
|
Total Assets
|
$
|
308,161
|
|
|
$
|
310,089
|
|
|
$
|
317,099
|
|
|
$
|
431,038
|
|
|
Year ended December 31, 2016
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Revenues
|
$
|
51,273
|
|
|
$
|
61,871
|
|
|
$
|
70,683
|
|
|
$
|
101,917
|
|
Operating (loss) income
|
$
|
(9,694
|
)
|
|
$
|
55
|
|
|
$
|
(1,101
|
)
|
|
$
|
20,778
|
|
Net (loss) income
|
$
|
(6,764
|
)
|
|
$
|
2,515
|
|
|
$
|
(2,263
|
)
|
|
$
|
13,614
|
|
Net (loss) income attributable to noncontrolling
|
$
|
(1,799
|
)
|
|
$
|
(2,291
|
)
|
|
$
|
496
|
|
|
$
|
4,247
|
|
Net (loss) income attributable to Nobilis Health Corp.
|
$
|
(4,965
|
)
|
|
$
|
4,806
|
|
|
$
|
(2,759
|
)
|
|
$
|
9,367
|
|
Net (loss) income per common share attributable to Nobilis Health Corp.
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.07
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.13
|
|
Diluted
|
$
|
(0.07
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.13
|
|
Total Assets
|
$
|
228,167
|
|
|
$
|
232,940
|
|
|
$
|
240,983
|
|
|
$
|
305,435
|
|
|
Year ended December 31, 2015
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Revenues, net
|
$
|
37,851
|
|
|
$
|
48,867
|
|
|
$
|
52,483
|
|
|
$
|
90,015
|
|
Operating income
|
$
|
3,883
|
|
|
$
|
1,136
|
|
|
$
|
3,051
|
|
|
$
|
23,580
|
|
Net income
|
$
|
15
|
|
|
$
|
3,379
|
|
|
$
|
13,318
|
|
|
$
|
47,221
|
|
Net income attributable to noncontrolling
|
$
|
4,497
|
|
|
$
|
3,745
|
|
|
$
|
2,375
|
|
|
$
|
2,476
|
|
Net (loss) income attributable to Nobilis Health Corp
|
$
|
(4,482
|
)
|
|
$
|
(366
|
)
|
|
$
|
10,943
|
|
|
$
|
44,745
|
|
Net (loss) income per common share attributable to Nobilis Health Corp
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.07
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.15
|
|
|
$
|
0.61
|
|
Diluted
|
$
|
(0.07
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.14
|
|
|
$
|
0.58
|
|
Total Assets
|
$
|
104,480
|
|
|
$
|
153,518
|
|
|
$
|
105,332
|
|
|
$
|
242,027
|
|
|
(1)
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Nobilis Health Corp.;
|
|
|
|
|
(2)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorizations of management and members of the Board of Directors of Nobilis Health Corp.; and
|
|
|
|
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
•
|
We did not maintain a sufficient level of review or documentation of approval regarding the Company’s management of third-party billing and collections of aged receivables and allowance for doubtful accounts.
|
•
|
We did not maintain a sufficient level of review or documentation of approval regarding the Company’s convertible notes and proforma income taxes associated with business combinations, share based compensation and third-party goodwill and intangibles valuation for annual impairment.
|
(1)
|
The consolidated financial statements of the Company included in Part II, Item 8-Financial Statements of this Annual Report
|
(2)
|
The exhibits of the Company listed below under Item 15(b); all exhibits are incorporated by reference to a prior filing as indicated, unless designated by a *.
|
(a)
|
Exhibits
|
Exhibit No.
|
Description
|
|
|
3.1
|
Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Nobilis Health Corp.’s Registration Statement on Form 10 filed with the SEC on August 26, 2014)
|
|
|
3.2
|
Notice of Articles (incorporated by reference to Exhibit 3.2 to Nobilis Health Corp.’s Registration Statement on Form 10 filed with the SEC on August 26, 2014)
|
|
|
3.3
|
Articles (incorporated by reference to Exhibit 3.1 to Nobilis Health Corp.’s Registration Statement on Form 10 filed with the SEC on August 26, 2014)
|
|
|
4.1
|
Warrant Indenture dated May 13, 2015 by and between Nobilis Health Corp. and CST Trust Company (incorporated by reference to Exhibit 4.1 to Nobilis Health Corp.’s Current Report on Form 8-K dated May 13, 2015 filed with the SEC on May 15, 2015)
|
|
|
10.1
|
Assignment and Assumption of Base Year Medical Office Building between NHSC-Scottsdale, LLC and Brown Medical Center, Inc., dated January 8, 2014 (incorporated by reference to Exhibit 10.5 to Nobilis Health Corp’s Registration Statement on Form 10 filed with the SEC on August 26, 2014)
|
|
|
10.2
|
Sale and Repurchase Agreement between Northstar Healthcare Inc. and Northstar Healthcare Holding, Inc. dated May 17, 2007 (incorporated by reference to Exhibit 10.1 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 1, filed with the SEC on October 9, 2014)
|
|
|
10.3
|
Master Agreement by and between First Surgical Partners Holdings, Inc. and Northstar Healthcare Inc. dated September 2, 2014 (incorporated by reference to Exhibit 10.9 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 1, filed with the SEC on October 9, 2014)
|
|
|
10.4
|
Agency Agreement between Northstar Healthcare Inc. and PI Financial Corp. dated September 26, 2014 (incorporated by reference to Exhibit 10.10 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 1, filed with the SEC on October 9, 2014)
|
|
|
10.5
|
Amendment to Master Agreement by and between First Surgical Partners Holdings, Inc. and Northstar Healthcare Inc. dated September 2, 2014 (incorporated by reference to Exhibit 10.10 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.6
|
Lease Agreement between Cole River Oaks, Ltd. and Northstar Healthcare, Inc. (incorporated by reference to Exhibit 10.11 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.7
|
Medical Office Building Lease Agreement between Southwest Professional Building, Ltd. and Microsurgery Institute LLC dated June 1, 2012 (incorporated by reference to Exhibit 10.13 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.8
|
Assignment and Assumptions of Lease between Microsurgery Institute LLC and Northstar Healthcare Inc. dated December 1, 2013 (incorporated by reference to Exhibit 10.14 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.9
|
Retail Lease Bissonnett Shopping Center, Suite 4811 4803-B Bissonnet, Houston, Texas 77401 between Lenox Hill Holdings, Ltd. and First Street Surgical Center dated January 2005 (incorporated by reference to Exhibit 10.16 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.10
|
First Amendment to Lease between Lenox Hill Holdings, Ltd. and First Street Surgical Center dated August 25, 2010 (incorporated by reference to Exhibit 10.17 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.11
|
Second Amendment to Lease between Lenox Hill Holdings, Ltd. and First Street Surgical Center dated February 1, 2012 (incorporated by reference to Exhibit 10.18 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.12
|
Assignment of Lease between First Street Surgical Center and First Nobilis, LLC dated September 29, 2014 (incorporated by reference to Exhibit 10.20 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.13
|
Building Lease between First Street Holdings, Ltd. and First Street Hospital LP dated September 17, 2006 (incorporated by reference to Exhibit 10.21 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.14
|
Second Amendment to Lease Agreement First Street Holdings, Ltd. and First Street Hospital LP dated December 1, 2013 (incorporated by reference to Exhibit 10.17 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.15
|
Lease Agreement between Lenox Hill Holdings, Ltd. and First Street Hospital, LP dated December 1, 2103 (incorporated by reference to Exhibit 10.24 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.16
|
Building Lease between Islington, Ltd. and First Street Surgical Center, LP dated April 1, 2013 (incorporated by reference to Exhibit 10.26 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.17
|
First Amendment to Lease between First Street Holdings, Ltd. and First Street Surgical Center, LP dated April 1, 2013 (incorporated by reference to Exhibit 10.27 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.18
|
Second Amendment to Lease between First Street Holdings, Ltd. and First Street Surgical Center, LP dated December 1, 2013 (incorporated by reference to Exhibit 10.28 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.19
|
Office Space lease between Texas Institute for Eyes, LLC and North American Spine, LLC dated August 5, 2009 (incorporated by reference to Exhibit 10.30 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.20
|
First Amendment to Office Space lease between Texas Institute for Eyes, LLC and North American Spine, LLC dated June 22, 2010 (incorporated by reference to Exhibit 10.31 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.21
|
Second Amendment to Office Space lease between Texas Institute for Eyes, LLC and North American Spine, LLC dated October 7, 2010 (incorporated by reference to Exhibit 10.32 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.22
|
Third Amendment to Office Space lease between Texas Institute for Eyes, LLC and North American Spine, LLC dated June 30, 2011 (incorporated by reference to Exhibit 10.33 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.23
|
Membership Interest Purchase Agreement between Northstar Healthcare Subco, LLC, Northstar Healthcare Inc., Athas Health, LLC and the Individual Seller Parties dated November 26, 2014 (incorporated by reference to Exhibit 10.34 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.24
|
Registration Rights Agreement dated November 26, 2014 (incorporated by reference to Exhibit 10.37 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.25
|
NHC ASC - Dallas, LLC Company Agreement (incorporated by reference to Exhibit 10.38 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.26
|
Third Amended and Restated Agreement of Limited Partnership of Medical Ambulatory Surgical Suite, LP (incorporated by reference to Exhibit 10.39 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 2, filed with the SEC on December 23, 2014)
|
|
|
10.27
|
Confidential Executive Transition Agreement between Northstar Healthcare Acquisitions and Donald Kramer, dated December 1, 2014 (incorporated by reference to Exhibit 10.42 to Nobilis Health Corp.’s Registration Statement on Form 10, Amendment No. 3, filed with the SEC on January 29, 2015)
|
|
|
10.28
|
Lease between FSP Energy Tower I Limited Partnership and Northstar Healthcare Acquisitions, LLC for the lease of the corporate headquarters of Nobilis Health Corp., dated May 20, 2015 (incorporated by reference to Exhibit 10.58 to Nobilis Health Corp.’s Registration Statement on Form S-1 filed with the SEC on August 28, 2015)
|
|
|
10.29
|
Employment Agreement dated as of April 30, 2015 by and among Harry J. Fleming, Northstar Healthcare Acquisitions, L.L.C. and Northstar Healthcare Inc. (incorporated by reference to Exhibit 10.59 to Nobilis Health Corp.’s Registration Statement on Form S-1 filed with the SEC on August 28, 2015)
|
|
|
10.30
|
Employment Agreement dated as of February 1, 2015 by and among Matthew Maruca, Northstar Healthcare Acquisitions, L.L.C. and Nobilis Health Corp. (incorporated by reference to Exhibit 10.60 to Nobilis Health Corp.’s Registration Statement on Form S-1 filed with the SEC on August 28, 2015)
|
|
|
10.31
|
Fifth Amendment to Credit Agreement dated as of May 12, 2016 by and among Northstar Healthcare Acquisitions, L.L.C., the other Credit Parties named therein and Healthcare Financial Solutions, LLC (incorporated by reference to Exhibit 10.1 to Nobilis Health Corp.’s Current Report on Form 8-K dated May 12, 2016 filed with the SEC on May 18, 2016)
|
|
|
10.32
|
Limited Waiver Letter dated May 12, 2016 by and between Heealthcare Financial Solutins, LLC and Northstar Healthcare Acquisitions, L.L.C. (incorporated by reference to Exhibit 10.1 to Nobilis Health Corp.’s Current Report on Form 8-K dated May 12, 2016 filed with the SEC on May 18, 2016)
|
|
|
10.33
|
First Amendment to Loan Agreement dated as of May 18, 2016 by and between Marsh Lane Surgical Hospital, LLC and LegacyTexas Bank (incorporated by reference to Exhibit 10.1 to Nobilis Health Corp.’s Current Report on Form 8-K dated May 18, 2016 filed with the SEC on May 23, 2016)
|
|
|
10.34
|
Revolving Note dated as of May 18, 2016 (incorporated by reference to Exhibit 10.2 to Nobilis Health Corp.’s Current Report on Form 8-K dated May 18, 2016 filed with the SEC on May 23, 2016)
|
|
|
10.35
|
Purchase Agreement dated as of August 1, 2016 among Northstar Healthcare Acquisitions, LLC, Nobilis Health Corp., Arizona Center for Minimally Invasive Surgery, LLC, Arizona Vein & Vascular Center, LLC, L. Philipp Wall, M.D., P.C. and L. Philipp Wall (incorporated by reference to Exhibit 10.35 to Nobilis Health Corp.'s Form 10-K dated December 31, 2016 filed with the SEC on March 14, 2017)
|
|
|
10.36
|
Sixth Amendment to Credit Agreement dated as of August 1, 2016 by and among Northstar Healthcare Acquisitions, L.L.C., the other Credit Parties named therein and Healthcare Financial Solutions, LLC (incorporated by reference on Form 10-Q dated June30, 2016 filed with SEC on August 2, 2016
|
|
|
10.37
|
Seventh Amendment to Credit Agreement dated as of August 19, 2016 by and among Northstar Healthcare Acquisitions, L.L.C., the other Credit Parties named therein and Healthcare Financial Solutions, LLC (incorporated by reference to Exhibit 10.1 to Nobilis Health Corp.’s Current Report on Form 8-K dated August 19, 2016 filed with the SEC on August 24, 2016)
|
|
|
10.38
|
$8,000,000 Amended and Restated Revolving Note dated August 19, 2016, issued by Northstar Healthcare Acquisitions, L.L.C. in favor of Healthcare Financial Solutions, LLC (incorporated by reference to Exhibit 10.2 to Nobilis Health Corp.’s Current Report on Form 8-K dated August 19, 2016 filed with the SEC on August 24, 2016)
|
|
|
10.39
|
$18,600,000 Amended and Restated Term Note dated August 19, 2016, issued by Northstar Healthcare Acquisitions, L.L.C. in favor of Healthcare Financial Solutions, LLC (incorporated by reference to Exhibit 10.3 to Nobilis Health Corp.’s Current Report on Form 8-K dated August 19, 2016 filed with the SEC on August 24, 2016)
|
|
|
10.40
|
$3,600,000 Revolving Note dated August 19, 2016, issued by Northstar Healthcare Acquisitions, L.L.C.in favor of LegacyTexas Bank (incorporated by reference to Exhibit 10.4 to Nobilis Health Corp.’s Current Report on Form 8-K dated August 19, 2016 filed with the SEC on August 24, 2016)
|
|
|
10.41
|
$6,400,000 Term Note dated August 19, 2016, issued by Northstar Healthcare Acquisitions, L.L.C. in favor of LegacyTexas Bank (incorporated by reference to Exhibit 10.5 to Nobilis Health Corp.’s Current Report on Form 8-K dated August 19, 2016 filed with the SEC on August 24, 2016)
|
|
|
10.42
|
Eighth Amendment to Credit Agreement dated as of October 20, 2016 by and among Northstar Healthcare Acquisitions, L.L.C., the other Credit Parties named therein and Healthcare Financial Solutions, LLC (incorporated by reference to Exhibit 10.1 to Nobilis Health Corp.’s Current Report on Form 8-K dated October 20, 2016 filed with the SEC on October 25, 2016)
|
|
|
10.43
|
Amended and Restated Purchase Agreement among Northstar Healthcare Acquisitions, L.L.C., Nobilis Health Corp., Arizona Center for Minimally Invasive Surgery, LLC, Arizona Vein & Vascular Center, LLC, L. Philipp Wall, M.D., P.C., and L. Philipp Wall dated October 28, 2016 (incorporated by reference to Exhibit 10.1 to Nobilis Health Corp.’s Report on Form 8-K dated October 28, 2016 filed with the SEC on November 3, 2016)
|
|
|
10.44
|
Convertible Promissory Note in principal amount of $2,250,000 dated October 28, 2016 (incorporated by reference to Exhibit 10.2 to Nobilis Health Corp.’s Report on Form 8-K dated October 28, 2016 filed with the SEC on November 3, 2016)
|
|
|
10.45
|
Employment Agreement by and between Nobilis Health Corp., Northstar Healthcare Acquisitions, LLC and L.Philipp Wall, MD dated October 28, 2016 (incorporated by reference to Exhibit 10.3 to Nobilis Health Corp.’s Report on Form 8-K dated October 28, 2016 filed with the SEC on November 3, 2016)
|
|
|
10.46
|
Credit Agreement dated as of October 28, 2016 among Nobilis Health Corp., Northstar Healthcare Holdings, Inc., Northstar Healthcare Acquisitions, L.L.C., the Loan Parties named therein, Compass Bank, LegacyTexas Bank, the other lenders party thereto, and BBVA Compass (incorporated by reference to Exhibit 10.4 to Nobilis Health Corp.’s Report on Form 8-K dated October 28, 2016 filed with the SEC on November 3, 2016)
|
|
|
10.47
|
Pledge Agreement in favor of Compass Bank dated as of October 28, 2016 (incorporated by reference to Exhibit 10.5 to Nobilis Health Corp.’s Report on Form 8-K dated October 28, 2016 filed with the SEC on November 3, 2016)
|
|
|
10.48
|
Guaranty and Security Agreement dated as of October 28, 2016 by and among Northstar Healthcare Acquisitions, L.L.C., the other parties thereto and Compass Bank (incorporated by reference to Exhibit 10.6 to Nobilis Health Corp.’s Report on Form 8-K dated October 28, 2016 filed with the SEC on November 3, 2016)
|
|
|
10.49
|
Asset Purchase Agreement by and between Northstar Healthcare Acquisitions, L.L.C., Nobilis Health Corp., Hamilton Physician Services, LLC and Carlos R. Hamilton III, M.D., P.A. dated January 6, 2017 (incorporated by reference to Exhibit 10.49 to Nobilis Health Corp.'s Form 10-K dated December 31, 2016 filed with the SEC on March 14, 2017)
|
|
|
10.50
|
Amendment No. 1 to Credit Agreement and Waiver dated as of March 3, 2017 among Northstar Healthcare Acquisitions, L.L.C., the other credit parties named therein, Compass Bank and the other financial institutions party thereto (incorporated by reference to Exhibit 10.50 to Nobilis Health Corp.'s Form 10-K dated December 31, 2016 filed with the SEC on March 14, 2017)
|
|
|
10.51
|
Amended and Restated Asset Purchase Agreement among Northstar Healthcare Acquisitions, L.L.C., Nobilis Health Corp., Hamilton Physician Services, LLC and Carlos R. Hamilton III, M.D., P.A. dated March 8, 2017 (incorporated by reference to Exhibit 10.51 to Nobilis Health Corp.'s Form 10-K dated December 31, 2016 filed with the SEC on March 14, 2017)
|
|
|
10.52
|
Physician Employment & Medical Director Agreement dated as of January 6, 2017 by and between Nobilis Health Network, Inc. and Carlos R. Hamilton, III, M.D. (incorporated by reference to Exhibit 52 to Nobilis Health Corp.'s Form 10-K dated December 31, 2016 filed with the SEC on March 14, 2017)
|
|
|
10.53
|
First Amendment and Assignment to Physician Employment & Medical Director Agreement dated as of March 8, 2017 by and between Nobilis Health Network, Inc., NH Physicians Group, PLLC and Carlos R. Hamilton, III, M.D., (incorporated by reference to Exhibit 10.53 to Nobilis Health Corp.'s Form 10-K dated December 31, 2016 filed with the SEC on March 14, 2017)
|
|
|
10.54
|
Convertible Promissory Note in principal amount of $5,000,000 dated March 8, 2017 payable by Nobilis Vascular Texas, LLC to Carlos R. Hamilton III, M.D. (incorporated by reference to Exhibit 10.54 to Nobilis Health Corp.'s Form 10-K dated December 31, 2016 filed with the SEC on March 14, 2017)
|
|
|
10.55
|
Membership Interest Purchase Agreement between Northstar Healthcare Surgery Center-Houston, LLC, Nobilis Health Corp. and the Members of Elite Center for Minimally Invasive Surgery LLC dated November 15, 2017 (incorporated by reference to Exhibit 10.1 to Nobilis Health Corp.'s Current Report on Form 8-K dated November 15, 2017 filed with the SEC on November 21, 2017)
|
|
|
10.56
|
Membership Interest Purchase Agreement between Northstar Healthcare Surgery Center-Houston, LLC, Nobilis Health Corp. and the Members of Houston Metro Ortho and Spine Surgery Center LLC dated November 15, 2017 (incorporated by reference to Exhibit 10.2 to Nobilis Health Corp.'s Current Report on Form 8-K dated November 15, 2017 filed with the SEC on November 21, 2017)
|
|
|
10.57
|
Membership Interest Purchase Agreement between Northstar Healthcare Surgery Center-Houston, LLC, Nobilis Health Corp. and the Members of Elite Hospital Management LLC dated November 15, 2017 (incorporated by reference to Exhibit 10.3 to Nobilis Health Corp.'s Current Report on Form 8-K dated November 15, 2017 filed with the SEC on November 21, 2017)
|
|
|
10.58
|
Membership Interest Purchase Agreement between Northstar Healthcare Surgery Center-Houston, LLC, Nobilis Health Corp. and the Elite Sinus Spine and Ortho LLC dated November 15, 2017 (incorporated by reference to Exhibit 10.4 to Nobilis Health Corp.'s Current Report on Form 8-K dated November 15, 2017 filed with the SEC on November 21, 2017)
|
|
|
10.59
|
Amendment No. 2 to Credit Agreement dated as of November 15, 2017 among Northstar Healthcare Acquisitions, L.L.C., the other credit parties named therein, Compass Bank and the other financial institutions party thereto (incorporated by reference to Exhibit 10.5 to Nobilis Health Corp.'s Current Report on Form 8-K dated November 15, 2017 filed with the SEC on November 21, 2017)
|
|
|
10.60
|
Convertible Promissory Note in principal amount of $3,500,000 dated November 15, 2017 payable by Northstar Healthcare Surgery Center - Houston, LLC to ELite Ambulatory Surgery Centers, LLC (incorporated by reference to Exhibit 10.6 to Nobilis Health Corp.'s Current Report on Form 8-K dated November 15, 2017 filed with the SEC on November 21, 2017)
|
|
|
14.1*
|
|
|
|
21.1*
|
|
|
|
23.1*
|
|
|
|
31.1*
|
|
|
|
31.2*
|
|
|
|
32.1*
|
|
|
|
32.2*
|
|
|
|
101.INS*
|
XBRL Instance Document
|
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
NOBILIS HEALTH CORP.
|
|
|
(Registrant)
|
|
|
|
Dated:
|
March 12, 2018
|
/s/ Harry Fleming
|
|
|
Harry Fleming
|
|
|
Chairman of the Board and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Dated:
|
March 12, 2018
|
/s/
David Young
|
|
|
David Young
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Dated:
|
March 12, 2018
|
/s/ Harry Fleming
|
|
|
Harry Fleming
|
|
|
Chairman of the Board and Chief Executive Officer
|
|
|
|
Dated:
|
March 12, 2018
|
/s/ Steven Ozonian
|
|
|
Steven Ozonian
|
|
|
Director
|
|
|
|
Dated:
|
March 12, 2018
|
/s/ Mike Nichols
|
|
|
Mike Nichols
|
|
|
Director
|
|
|
|
Dated:
|
March 12, 2018
|
/s/ Neil Badlani
|
|
|
Neil Badlani
|
|
|
Director
|
|
|
|
Dated:
|
March 12, 2018
|
/s/ Susan Watt
|
|
|
Susan Watt
|
|
|
Director
|
|
|
|
Dated:
|
March 12, 2018
|
/s/ Tom Foster
|
|
|
Tom Foster
|
|
|
Director
|
1 Year Nobilis Health Chart |
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