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UNITED STATES SECURITIES and EXCHANGE COMMISSION FORM 8-K Adeptus Health Inc

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UNITED STATES SECURITIES and EXCHANGE COMMISSION FORM 8-K Adeptus Health Inc 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): November 8, 2016 Adeptus Health Inc. (Exact name of Registrant as specified in its charter) Delaware 001-36520 46-5037387 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 2941 Lake Vista Drive Lewisville, Texas 75067 (Address of principal executive offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: (972) 899-6666 Not Applicable (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: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01. Regulation FD Disclosure. Adeptus Health Inc. (the “Company”) published an investor presentation, which will be available on the Company’s website, www.adeptushealth.com, under “Investors—Events & Presentations—Presentations,” and is included as Exhibit 99.1 to this report and incorporated herein by reference. The Company is not undertaking to update this presentation. This report should not be deemed an admission as to the materiality of any information contained in the investor presentation. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 99.1 Investor Presentation of Adeptus Health Inc., dated November 2016. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Adeptus Health Inc. (Registrant) By: /s/ Frank R. Williams, Jr. Name: Frank R. Williams, Jr. Title: Chief Financial Officer November 8, 2016 3 EXHIBIT INDEX Exhibit No. Description of Exhibit 99.1 Investor Presentation of Adeptus Health Inc., dated November 2016. 4 Exhibit 99.1 Investor Presentation November 2016 1 Disclaimer In addition to historical information, this presentation may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts included in this presentation, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, our results of operations, financial position and our business outlook, business trends and other information, may be forward-looking statements. Words such as “estimates,” “expects,” “contemplates,” “will,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “may,” “should” and variations of such words or similar expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to various risks and uncertainties, including our ability to implement our growth strategy; our ability to satisfy the additional conditions to funding with respect to the remaining $10 million of the incremental $25 million of committed term loan financing after the first $15 million have been drawn; our ability to secure sufficient liquidity from external financing sources and maintain sufficient levels of cash flow to meet growth expectations; delays in conversion of accounts receivable into cash, as well as increased potential for bad debt expense, associated with deficiencies in billing and collections related to our services; our ability to protect our brand; federal and state laws and regulations relating to our facilities, which could lead to the incurrence of significant penalties by us or require us to make significant changes to our operations; our ability to locate available facility sites on terms acceptable to us; competition from hospitals, clinics and other emergency care providers; our dependence on payments from third-party payors; our ability to source and procure new products and equipment to meet patient preferences; our reliance on Medical Properties Trust (“MPT”) and the MPT Master Funding and Development Agreements; disruptions in the global financial markets leading to difficulty in borrowing sufficient amounts of capital to finance the carrying costs of inventory to pay for capital expenditures and operating costs; our ability or the ability of our healthcare system partners to negotiate favorable contracts or renew existing contracts with third-party payors on favorable terms; significant changes in our payor mix or case mix resulting from fluctuations in the types of cases treated at our facilities; significant changes in the rules, regulations and systems governing Medicare and Medicaid reimbursements; material changes in IRS revenue rulings, case law or the interpretation of such rulings; shortages of, or quality control issues with, emergency care-related products, equipment and medical supplies that could result in a disruption of our operations; the intense competition we face for patients, physician use of our facilities, strategic relationships and commercial payor contracts; the fact that we are subject to significant malpractice and related legal claims; the growth of patient receivables or the deterioration in the ability to collect on those accounts; the impact on us of PPACA, which represents a significant change to the healthcare industry; and ensuring our continued compliance with HIPAA, which could require us to expend significant resources and capital; and the factors discussed in the section entitled “Risk Factors” in the Company’s Annual Report on Form10-K filed with the SEC on February 27, 2016, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov.These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this presentation and in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. This presentation contains presentations of non-GAAP financial measures, including Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation and amortization, further adjusted to eliminate the impact of certain additional items, including advisory services paid to a significant shareholder, facility preopening expenses, management recruiting expenses, stock compensation expense, costs associated with our public offerings and other non-recurring costs. For a reconciliation of Adjusted EBITDA to the most comparable GAAP measure, please refer to the Annex of this presentation and to our most recent report on Form 10-Q filed with the SEC in connection with our results for the period ended March 31, 2016 and report on Form 10-K filed with the SEC in connection with our results for the period ended December 31, 2015.See the “Investors” section at www.adhc.com. 2 Presenters Gregory W. Scott Chairman of the Board and Interim Chief Executive Officer Frank Williams Chief Financial Officer Graham Cherrington President and Chief Operating Officer Chris Fleming Director, Financial Planning and Analysis 3 Agenda I. II. III. IV. V. VI. Executive Summary Company Overview Key Credit Highlights Key Operational Initiatives Financial Overview Appendix 4 Executive Summary 5 Executive Summary • Adeptus Health Inc. (NYSE: ADPT) provides emergency medical care through the largest network of independent freestanding emergency rooms (“FSERs”) in the United States and has joint ventures and partner services agreements with leading healthcare systems • As of November 1, 2016, Adeptus had 105 facilities in 4 states, including 101 FSERs and 4 hospitals • Although the Company has shown impressive growth since IPO in 2014, Adeptus has recently faced pressure on its liquidity, which has led to a net cash usage of ~$99mm over the last four quarters(1). The liquidity challenges have been driven by several factors: • • • Revenue Cycle Management Working Capital Support for JV Entities Q3 Utilization and Patient Volumes • Although the overlay of these issues has resulted in weak free cash flow generation in the Company’s most recent quarter, Adeptus is well-positioned for future growth and a return to operating normalcy over the next year • The Company
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