8-K
Nutex Health Inc. (NUTX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 8, 2024
NUTEX HEALTH INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41346 | 11-3363609 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (I.R.S. Employer<br>Identification Number) |
6030 S. Rice Ave , Suite C , Houston , Texas **** 77081
(Address of principal executive offices) (zip code)
( 713 ) 660-0557
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value | NUTX | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On May 8, 2024, Nutex Health Inc. (the “Company”) announced its financial and operating results for the quarter ending March 31, 2024. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated May 8, 2024 |
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
THE INFORMATION CONTAINED IN ITEM 2.02 OF THIS CURRENT REPORT, INCLUDING EXHIBIT 99.1 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
|---|---|
| | |
| | Date: May 8, 2024 |
| | Nutex Health Inc. |
| | |
| | By: /s/ Jon C. Bates |
| | Jon C. Bates |
| | Chief Financial Officer |
NUTEX HEALTH reports FIRST quarter 2024 financial results
| ● | Total revenue of $67.5 million for fIRST qUARTER 2024 vs $56.3 Million in 2023, an increase of 20% |
|---|---|
| ● | HOSPITAL DIVISION VISITS OF 40,068 FOR THE FIRST QUARTER 2024 VS VISITS OF 33,085 IN 2023, An increase of 21.1% |
| --- | --- |
| ● | hospital division operating income of $10.5 million for FIRST QUARTER 2024 VS $4.8 million in 2023, an increase of 119% |
| --- | --- |
| ● | Net cash from operating activities of $3.1 million for FIRST QUARTER 2024 |
| --- | --- |
| ● | Continued focus on INCREASED CASH FLOW THROUGH REDUCTION IN OPERATING EXPENSES AND PORTFOLIO OPTIMIZATION |
| --- | --- |
HOUSTON, TX − (PRNewswire) – MAY 8, 2024 – Nutex Health Inc. (“Nutex Health” or the “Company”) (NASDAQ: NUTX), a physician-led, technology-enabled integrated healthcare delivery system comprised of 21 state-of-the-art micro hospitals in nine states and primary care-centric, risk-bearing physician networks, today announced first quarter 2024 financial results for the three months ended March 31, 2024.
Financial Highlights for the Three Months Ended March 31, 2024:
| ● | Total revenue of $67.5 million as compared to total revenue of $56.3 million for the three months ended March 31, 2023, an increase of approximately 20%. Of this revenue growth, mature hospitals, which are hospitals opened prior to December 31, 2021, increased by 6.7% in 2024 compared to 2023. |
|---|---|
| ● | Total visits from the Hospital Division were 40,068 for the first quarter 2024 as compared to 33,085 for the first quarter 2023, an increase of 6,983 or 21.1%. Of this visit growth, mature hospitals increased by 5.3% in 2024 compared to 2023. |
| --- | --- |
| ● | Net loss attributable to Nutex Health Inc. of $0.4 million as compared to net loss attributable to Nutex Health Inc. of $5.1 million for the three months ended March 31, 2023. |
| --- | --- |
| ● | EBITDA of $7.1 million as compared to EBITDA of $0.3 million for the three months ended March 31, 2023. |
| --- | --- |
| ● | Adjusted EBITDA of $4.6 million as compared to Adjusted EBITDA of $2.4 million for the three months ended March 31, 2023, an increase of 92%. |
| --- | --- |
| ● | Net cash from operating activities of $3.1 million. |
| --- | --- |
| ● | As of March 31, 2024, the Company had total assets of $404.3 million, including cash and cash equivalents of $30.0 million and long-term debt of $26.3 million. |
| --- | --- |
Note: EBITDA and Adjusted EBITDA are non-GAAP financial metrics. A reconciliation of non-GAAP to GAAP measures is included below in this earnings release.
“We are pleased to report 20% revenue growth, Adjusted EBITDA of $4.6 million and a 119% increase in hospital division operating income to $10.5 million in 2024, with overall Nutex operating income of $1.5 million as opposed to an operating loss of $4.5 million in the same period last year,” stated Jon Bates, Chief Financial Officer of Nutex Health.
“We had a solid First Quarter with strong year over year growth. Volume continues to increase at both our mature hospitals as well as the four hospitals that we opened in 2023. Our average payment by insurers of patient claims increased, a trend we are optimistic will persist as we continue to work the NSA claims through the Independent Dispute Resolution process,” stated Tom Vo, M.D., MBA, Chairman and Chief Executive Officer of Nutex Health.
“Nutex Health has generated net cash from operations and has had positive Adjusted EBITDA for multiple consecutive quarters while growing organically with the opening of five new micro hospitals and growing our population health division in the past 18 months. We believe our balance sheet is strong, with $30.0 million in cash and only $26.3 million in long-term debt,” stated Warren Hosseinion, M.D., President of Nutex Health.
For more details on the Company’s First Quarter 2024 financial results, please refer to our Quarterly Report on Form 10-Q filed with the U.S. Securities & Exchange Commission and accessible at www.sec.gov. Page 1 of 7
NUTEX HEALTH INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | March 31, 2024 | | December 31, 2023 | ||
| Assets | | | | | | |
| Current assets: | | | | | | |
| Cash and cash equivalents | | $ | 30,006,419 | | $ | 22,002,056 |
| Accounts receivable | | 61,533,245 | | 58,624,301 | ||
| Accounts receivable - related parties | | 4,213,847 | | 4,152,068 | ||
| Inventories | | 2,975,486 | | 3,390,584 | ||
| Prepaid expenses and other current assets | | | 1,629,346 | | | 2,679,394 |
| Total current assets | | | 100,358,343 | | | 90,848,403 |
| Property and equipment, net | | | 80,570,705 | | | 81,387,649 |
| Operating right-of-use assets | | | 11,580,253 | | | 11,853,082 |
| Finance right-of-use assets | | 173,920,659 | | 176,146,329 | ||
| Intangible assets, net | | | 20,102,371 | | | 20,512,636 |
| Goodwill, net | | 17,066,263 | | 17,066,263 | ||
| Other assets | | | 685,260 | | | 431,135 |
| | | | | | | |
| Total assets | | $ | 404,283,854 | | $ | 398,245,497 |
| | | | | | | |
| Liabilities and Equity | | | ||||
| Current liabilities: | | | ||||
| Accounts payable | | $ | 17,217,905 | | $ | 18,899,196 |
| Accounts payable - related parties | | 6,856,962 | | 6,382,197 | ||
| Lines of credit | | 2,777,128 | | 3,371,676 | ||
| Current portion of long-term debt | | 9,388,455 | | 10,808,721 | ||
| Operating lease liabilities, current portion | | | 1,586,904 | | | 1,579,987 |
| Finance lease liabilities, current portion | | | 4,366,696 | | | 4,315,979 |
| Accrued expenses and other current liabilities | | | 17,694,134 | | 12,955,296 | |
| Total current liabilities | | 59,888,184 | | 58,313,052 | ||
| Long-term debt, net | | | 26,308,017 | | | 26,314,733 |
| Warrant liability | | | 5,060,810 | | | - |
| Operating lease liabilities, net | | | 15,097,284 | | | 15,479,639 |
| Finance lease liabilities, net | | | 212,867,062 | | | 213,886,213 |
| Deferred tax liabilities | | | 5,050,347 | | | 5,145,754 |
| Total liabilities | | 324,271,704 | | 319,139,391 | ||
| | | | | | | |
| Commitments and contingencies | | | | | | |
| | | | | | | |
| Equity: | | | | | | |
| Common stock, $0.001 par value; 950,000,000 shares authorized; 49,719,375 and 45,111,994 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | | | 49,719 | | | 45,112 |
| Additional paid-in capital | | | 472,405,834 | | | 470,480,617 |
| Accumulated deficit | | | (409,436,614) | | | (409,072,539) |
| Nutex Health Inc. equity | | | 63,018,939 | | | 61,453,190 |
| Noncontrolling interests | | 16,993,211 | | | 17,652,916 | |
| Total equity | | | 80,012,150 | | | 79,106,106 |
| | | | | | | |
| Total liabilities and equity | | $ | 404,283,854 | | $ | 398,245,497 |
Page 2 of 7
NUTEX HEALTH INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Three Months Ended March 31, | ||||
| | 2024 | 2023 | ||||
| Revenue: | | | | | | |
| Hospital division | | $ | 60,029,369 | | $ | 49,288,164 |
| Population health management division | | | 7,424,418 | | | 7,041,253 |
| Total revenue | | | 67,453,787 | | | 56,329,417 |
| | | | | | | |
| Operating costs and expenses: | | | | | | |
| Payroll and benefits | | | 27,003,144 | | | 25,836,673 |
| Contract services | | | 11,319,454 | | | 9,189,331 |
| Medical supplies | | | 5,321,842 | | | 4,023,882 |
| Depreciation and amortization | | 4,186,202 | | 3,993,747 | ||
| Other | | | 9,465,967 | | | 8,438,061 |
| Total operating costs and expenses | | | 57,296,609 | | | 51,481,694 |
| | | | | | | |
| Gross profit | | | 10,157,178 | | | 4,847,723 |
| | | | | | | |
| Corporate and other costs: | | | | | | |
| Facilities closing costs | | | - | | | 217,266 |
| Stock-based compensation expense | | | 49,167 | | | 1,900,000 |
| General and administrative expenses | | | 8,658,410 | | | 7,175,544 |
| Total corporate and other costs | | | 8,707,577 | | | 9,292,810 |
| | | | | | | |
| Operating income (loss) | | 1,449,601 | | | (4,445,087) | |
| | | | | | | |
| Interest expense, net | | | 4,444,362 | | | 3,140,089 |
| Gain on warrant liability | | | (2,600,747) | | | - |
| Other (income) expense | | (241,192) | | 247,455 | ||
| Loss before taxes | | | (152,822) | | | (7,832,631) |
| | | | | | | |
| Income tax expense (benefit) | | | 389,665 | | | (910,659) |
| | | | | | | |
| Net loss | | | (542,487) | | | (6,921,972) |
| | | | | | | |
| Less: net loss attributable to noncontrolling interests | | | (178,412) | | | (1,774,693) |
| | | | | | | |
| Net loss attributable to Nutex Health Inc. | | $ | (364,075) | | $ | (5,147,279) |
| | | | | | | |
| Loss per common share: | | | | | | |
| Basic | | $ | (0.01) | | $ | (0.12) |
| Diluted | | $ | (0.01) | | $ | (0.12) |
Page 3 of 7
NUTEX HEALTH INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Three Months Ended March 31, | ||||
| | **** | 2024 | 2023 | |||
| Cash flows from operating activities: | | | | | | |
| Net loss | | $ | (542,487) | | $ | (6,921,972) |
| Adjustments to reconcile net loss to net cash from operating activities: | | | | | | |
| Depreciation and amortization | | 4,186,202 | | | 3,993,747 | |
| Gain on warrant liability | | | (2,600,747) | | | - |
| Amortization of debt issuance costs | | | - | | | 6,738 |
| Stock-based compensation expense | | | 49,167 | | | 1,900,000 |
| Deferred tax benefit | | (95,407) | | | (910,659) | |
| Debt accretion expense | | 365,104 | | | - | |
| Loss on lease termination | | | - | | | 58,211 |
| Non-cash lease expense (income) | | | (102,609) | | | 40,545 |
| Changes in operating assets and liabilities, net of the effects of acquisitions: | | | | | | |
| Accounts receivable | | | (2,908,944) | | | 6,620,249 |
| Accounts receivable - related party | | (61,779) | | | (100) | |
| Inventories | | | 415,098 | | | 47,840 |
| Prepaid expenses and other current assets | | 795,923 | | | 1,040,753 | |
| Accounts payable | | (1,681,291) | | | (8,565,577) | |
| Accounts payable - related party | | | 474,765 | | | 9,636 |
| Accrued expenses and other current liabilities | | | 4,757,864 | | | 3,732,602 |
| Net cash from operating activities | | | 3,050,859 | | | 1,052,013 |
| | | | | | | |
| Cash flows from investing activities: | | | | | | |
| Acquisitions of property and equipment | | (733,323) | | | (4,376,983) | |
| Cash related to deconsolidation of Real Estate Entities | | | - | | | (1,039,157) |
| Net cash from investing activities | | | (733,323) | | | (5,416,140) |
| | | | | | | |
| Cash flows from financing activities: | | | | | | |
| Proceeds from lines of credit | | | - | | | 49,414 |
| Proceeds from notes payable | | | 2,915,000 | | | 7,551,506 |
| Repayments of lines of credit | | | (594,548) | | | - |
| Repayments of notes payable | | | (4,386,398) | | | (2,209,678) |
| Repayments of finance leases | | (968,434) | | | (936,703) | |
| Proceeds from common stock issuance, net issuance costs | | | 9,202,500 | | | - |
| Members' contributions | | | - | | | 28,000 |
| Members' distributions | | | (481,293) | | | (1,537,141) |
| Net cash from financing activities | | | 5,686,827 | | | 2,945,398 |
| Net change in cash and cash equivalents | | | 8,004,363 | | | (1,418,729) |
| Cash and cash equivalents - beginning of the period | | | 22,002,056 | | | 34,255,264 |
| Cash and cash equivalents - end of the period | | $ | 30,006,419 | | $ | 32,836,535 |
Page 4 of 7
Non-GAAP Financial Measures (Unaudited)
*EBITDA and Adjusted EBITDA.*EBITDA and Adjusted EBITDA are used as a supplemental non-GAAP financial measure by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We believe EBITDA and Adjusted EBITDA are useful because it allows us to more effectively evaluate our operating performance.
We define EBITDA as net income (loss) attributable to Nutex Health Inc. plus interest expense, income taxes, depreciation and amortization.
We define Adjusted EBITDA as net income (loss) attributable to Nutex Health Inc. plus net interest expense, income taxes, depreciation and amortization, further adjusted for stock-based compensation, certain defined items of expense, any acquisition-related costs and impairments. A reconciliation of net income to EBITDA and Adjusted EBITDA is included below. EBITDA and Adjusted EBITDA are not intended to serve as an alternative to U.S. GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies.
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Three Months Ended March 31, | ||||
| | | 2024 | 2023 | |||
| Reconciliation of net loss attributable to Nutex Health Inc. to Adjusted EBITDA: | | | | | | |
| Net loss attributable to Nutex Health Inc. | | $ | (364,075) | | $ | (5,147,279) |
| Depreciation and amortization | | | 4,186,202 | | | 3,993,747 |
| Interest expense, net | | | 4,444,362 | | | 3,140,089 |
| Income tax expense (benefit) | | | 389,665 | | | (910,659) |
| Allocation to noncontrolling interests | | | (1,544,173) | | | (755,310) |
| EBITDA | | | 7,111,981 | | | 320,588 |
| Facilities closing costs | | | - | | | 217,266 |
| Gain on warrant liability | | | (2,600,747) | | | - |
| Stock-based compensation expense | | | 49,167 | | | 1,900,000 |
| Adjusted EBITDA | | $ | 4,560,401 | | $ | 2,437,854 |
Page 5 of 7
About Nutex Health Inc.
Headquartered in Houston, Texas and founded in 2011, Nutex Health Inc. (NASDAQ: NUTX) is a healthcare management and operations company with two divisions: a Hospital Division and a Population Health Management Division.
The Hospital Division owns, develops and operates innovative health care models, including micro-hospitals, specialty hospitals, and hospital outpatient departments (HOPDs). This division owns and operates 21 facilities in nine states.
The Population Health Management division owns and operates provider networks such as Independent Physician Associations (IPAs). Through our Management Services Organization (MSO), we provide management, administrative and other support services to our affiliated hospitals and physician groups. Our cloud-based proprietary technology platform aggregates clinical and claims data across multiple settings, information systems and sources to create a holistic view of patients and providers, allowing us to deliver greater quality care more efficiently.
Page 6 of 7
Forward-Looking Statements
Certain statements and information included in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. When used in this press release, the words or phrases “will”, "will likely result," "expected to," "will continue," "anticipated," "estimate," "projected," "intend," “goal,” or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, known and unknown, and uncertainties, many of which are beyond the control of the Company. Such uncertainties and risks include, but are not limited to, our ability to successfully execute our growth strategy, changes in laws or regulations, including the interim final and final rules implemented under the No Surprises Act , economic conditions, dependence on management, dilution to stockholders, lack of capital, the effects of rapid growth upon the Company and the ability of management to effectively respond to the growth and demand for products and services of the Company, newly developing technologies, the Company’s ability to compete, conflicts of interest in related party transactions, regulatory matters, protection of technology, lack of industry standards, the effects of competition and the ability of the Company to obtain future financing. An extensive list of factors that can affect future results are discussed in the Annual Report on Form 10-K for the year ended December 31, 2023 under the heading “Risk Factors” in Part I, Item IA thereof, and other documents filed from time to time with the Securities and Exchange Commission. Such factors could materially adversely affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed within this press release.
FOR ADDITIONAL INFORMATION:
Nutex Health, Inc.
Jennifer Smith Rodriguez – Investor Relations
investors@nutexhealth.com
– Media Contact
jsmith@nutexhealth.com Page 7 of 7