Nobilis Health Corp. - Form 10-K/A - Filed by newsfilecorp.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 001-37349
NOBILIS HEALTH CORP.
(Exact name of registrant as specified in its charter)
| British Columbia |
98-1188172 |
| (State or Other Jurisdiction of |
(I.R.S. Employer |
| Incorporation or Organization) |
Identification No.) |
| |
|
| 11700 Katy Freeway, Suite 300 |
|
| Houston, Texas |
77079 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code:
(713) 355-8614
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which registered |
| Common Shares, no par value |
NYSE MKT |
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes [
] No [X]
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes
[X] No [ ]
Indicated by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definition of “accelerated filer,” “large accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] |
Accelerated
filer
[X] |
| Non-accelerated filer [ ] |
Smaller reporting company [ ]
|
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act).
Yes [ ] No [X]
The aggregate
market value of Common Shares held by non-affiliates of the Registrant as of
June 30, 2015, based on the closing price of $6.80 per share on the NYSE MKT on
such date, was approximately $326,359,696.
The number of the registrant’s common shares outstanding as of
April 11, 2016 was 76,755,978 shares.
Documents incorporated by reference
None
EXPLANATORY NOTE
Nobilis
Health Corp. (the “Company”) is hereby amending its Annual Report on Form 10-K
for the fiscal year ended December 31, 2015 (the “Annual Report”) (1) to add the
date to the report of the Company’s independent registered public accounting
firm included in Part II, Item 8 –Financial Statements and Supplementary Data of
the Annual Report and (2) to revise Part III of the Annual Report to include the
information previously omitted from the Annual Report. The date was
inadvertently omitted from the independent registered public accounting firm’s
report in Part II, Item 8 of the Annual Report as a result of a typographical
error. The Company had received the manually signed report of its independent
registered public accounting firm prior to the filing of the Annual Report.
This
Amendment to the Annual Report (the “Form 10-K/A”) continues to speak as of the
date of filing of the Annual Report, and except as expressly set forth herein we
have not updated the disclosures contained in this Form 10-K/A to reflect any
events that occurred at a date subsequent to the filing of the Annual Report.
TABLE OF CONTENTS
ii
PART II
Item
8. Financial
Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Nobilis Health
Corp.
Houston, Texas
We
have audited the accompanying consolidated balance sheet of Nobilis Health Corp.
(the “Company”) as of December 31, 2015 and the related consolidated statements
of earnings, changes in equity, and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In
our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Nobilis Health Corp.
as of December 31, 2015, and the results of its operations and its cash flows
for the year then ended, in conformity with U.S. generally accepted accounting
principles.
/s/ Crowe Horwath LLP
Dallas, Texas
March 15, 2016
1
PART III
Item 10. Directors, Executive Officers and Corporate
Governance
The
following table sets forth certain information with respect to our current
directors, executive officers and key employees. The term for each director
expires at our next annual meeting or until his or her successor is appointed.
The ages of the directors, executive officers and key employees are shown as of
April 20, 2016.
| Name |
|
Position |
|
Age |
| Harry Fleming |
|
Chief Executive
Officer, Director |
|
57(1) |
| Kenneth Klein |
|
Chief Financial Officer |
|
49(2) |
| Kenneth Efird |
|
Executive Vice
President and Chief Operating Officer |
|
36(3) |
| Steve Ozonian |
|
Director |
|
61(4) |
| Richard Ganley |
|
Director |
|
56(5) |
| Jennifer Hauser |
|
Director |
|
48(6) |
| Matthew K. Maruca |
|
General Counsel
and Corporate Secretary |
|
35(7)
|
| (1) |
Effective September 2010, Harry Fleming was appointed as
a member of the Board of Nobilis. Mr. Fleming was appointed as Chief
Executive Officer effective January 6, 2016. |
| (2) |
Effective July 9, 2015, Kenneth Klein was appointed as
Chief Financial Officer of Nobilis. |
| (3) |
Effective January 29, 2016, Kenneth Efird was appointed
Executive Vice President and Chief Operating Officer of Nobilis. |
| (4) |
Effective April 30, 2015, Steve Ozonian was appointed as
a member of the Board of Nobilis. |
| (5) |
Effective June 2013, Richard Ganley was appointed as a
member of the Board of Nobilis. |
| (6) |
Effective June 2013, Jennifer Hauser was appointed as a
member of the Board of Nobilis. |
| (7) |
Effective October 2, 2014, Matthew Maruca was appointed
as General Counsel and Corporate Secretary of Nobilis while with the law
firm Baker Donelson. He joined the Company full time in February
2015. |
Set
forth below is biographical information with respect to each of the
aforementioned individuals.
Harry
Fleming. Mr. Fleming has served as our Chief Executive Officer since January
2016. He is a member of our Board since 2010. Mr. Fleming served as Executive
Director of the Company from April 2015 to January 2016, President of the
Company from November 2014 to April 2015 and also as Chief Financial Officer of
the Company from March 2013 to November 2014. Mr. Fleming was previously Chief
Executive Officer and Director for Acro Energy. Mr. Fleming has over 25 years of
legal experience in corporate finance and securities law and has focused much of
his career on emerging growth companies, mergers and acquisition, strategic
business planning and alliances, and investor relations. His background includes
venture capital representation, business strategy consulting, public company
representation, mergers and acquisitions with high tech firms in Houston and
Boston. He also has extensive experience with consolidating companies in the
waste management industry. Having spent more than 20 years working at law firms
in Houston and Boston, Mr. Fleming maintains the highest rating (AV) of U.S.
attorneys by Martindale-Hubbell. He also acted as general counsel and chief
financial officer for several companies with an emphasis on start-up and growth
strategies. Mr. Fleming is admitted to practice law in the State of Texas and
the Commonwealth of Massachusetts. He also is admitted to practice before the
U.S. Supreme Court. Mr. Fleming received his MBA from Boston College in 1999,
his Doctorate of Jurisprudence from the University of Houston in 1983 and his BA
from the University of St. Thomas in 1980.
Kenneth
Klein. Mr. Klein has served as our Chief Financial Officer since July 2015.
Mr. Klein served as the Company’s Chief Accounting Officer since April 2015.
Prior to joining Nobilis, Mr. Klein served for over five years as Senior Vice
President, Chief Financial Officer and Treasurer of the Menninger Clinic, one of
the nation’s leading inpatient psychiatric hospitals. Mr. Klein has over 26
years of experience in financial accounting & reporting, analysis,
management, auditing, treasury and human resources, focusing primarily in the
health care, construction and financial services industries. Mr. Klein began his
career in 1988 with KPMG Peat Marwick in the audit practice. After KPMG, Mr.
Klein has held various financial leadership positions with Texas
Children’s Hospital, Memorial Hermann Healthcare System, Thermo Fisher
Scientific, Castle Dental Centers, in addition to previously serving as the
Company’s Chief Financial Officer from 2007 to 2010. Mr. Klein graduated with a
B.S. in accounting from Sacred Heart University in Fairfield, Connecticut, where
he was a member of Phi Beta Kappa and graduated with an M.B.A. and Post
Baccalaureate in Accounting from TWU in Houston Texas. A licensed CPA, Mr. Klein
is also an adjunct professor of accounting for University of Houston – Downtown
and for Lone Star College.
Kenneth
Efird. Dr. Efird has served as our Executive Vice President and Chief
Operating Officer since January 2016. Prior to that, Dr. Efird served as the
Company in various roles from November 2010 through January 2016. Dr. Efird
served as the Company’s Chief Operations Officer from January 2013 to December
2015, and from November 2010 through December 2012, he served as Chief Business
Development Officer and Director of Clinical Operations. In his roles at
Nobilis, Dr. Efird has been responsible for managing center operations, revenue
cycle management, business development, sales, and marketing divisions. Dr.
Efird received his doctorate degree from Texas Chiropractic College in 2003.
2
Matthew
K. Maruca. Mr. Maruca has served as our General Counsel and Corporate
Secretary since October 2014. Prior to joining the Company, Mr. Maruca was an
attorney at the law firm Baker Donelson focusing on general corporate and
healthcare law matters from October 2014 to February 2015, during which time he
also acted as outside General Counsel. Mr. Maruca joined Baker Donelson in
October 2014 with other members of the healthcare group at the law firm
Strasburger & Price LLC, where he had worked since January 2014. Mr. Maruca
also served as Corporate Counsel of the Company from April 2011 to January 2014.
Mr. Maruca holds a Doctorate of Jurisprudence from Tulane University Law School,
where he graduated cum laude, and a B.A. from Boston College, where he was a
member of Phi Beta Kappa and graduated summa cum laude.
Steve
Ozonian. Steve Ozonian is an independent member of our Board since April
2015 and has served as the Chairman of the Board since January 2016. Mr. Ozonian
serves as chair of the audit and compliance committees of the Board. Mr. Ozonian
has served at other public companies such as Prudential as Chairman and Chief
Executive Officer of its residential and corporate services companies and also
as the Chief Executive Officer of Realtor.com and Real Estate.com all having
Sarbanes-Oxley Act of 2002 and government regulatory obligations. Mr. Ozonian
also served as the national executive for residential at Bank of America and the
Chief Executive Officer at Global Mobility Solutions. Mr. Ozonian brings
significant experience as an operations executive and advisor towards the use of
the Internet and technology to generate customers and improve the user
experience through transparency and empowerment. Mr. Ozonian serves as the lead
director of Lending Tree and is a board member at Realty Mogul, Williston
Financial Group and Realty Trac.
Richard
Ganley. Mr. Ganley is a member of our Board since June 2013. Mr. Ganley is
the Chief Executive Officer and Positive Impact Executive for Van Go Activities
and Beehive Logistics & Mobility Innovations. He has lived in Arizona since
1977 and has over 30 years of experience in the transportation, technology,
healthcare, and service industries. Mr. Ganley is the founder and former Chief
Executive Officer of Global Mobility Solutions, a worldwide leader in
transportation and mobility solutions. He is also credited with pioneering many
Internet tools and services in use today on the World Wide Web. He was the
Co-Founder and Chief Executive Officer of Homefair.com, which was one of the
first 700 “Dot Com” companies in the world. Mr. Ganley has extensive experience
in the financial sector and has held a Series 7-General Securities
Representative License, Series 6 – Investment Company Products/Variable
Contracts Limited Representative License, Series 63 – Uniform Securities Agent
License as well as his Life, Health, Property & Casualty Insurance License,
and an Arizona Real Estate License.
Jennifer
Hauser. Ms. Hauser is a member of our Board since June 2013. Ms. Hauser is a
consumer health, wellness and lifestyle specialist and has worked with leading
national brands, hospitals, and public health organizations for over 22 years.
She actively represents leading health, food/nutrition and consumer product and
technology companies including Merck Consumer Healthcare, Glaxo SmithKline,
Pfizer, Johnson & Johnson, The Dannon Company, GNC, Microsoft, SpaFinder
Wellness, and the American Heart Association. Ms. Hauser is also on the
faculty at New York University in the School of Continuing and Professional
Studies and a board member of the American Diabetes Association NY
Chapter, and on the American Heart Association Consumer Health board committee.
Family Relationships
There
are no family relationships between any of our directors or executive officers.
Legal Proceedings
No
director or officer of the Company is a party adverse to the Company or any of
its subsidiaries, or has a material interest adverse to the Company or any of
its subsidiaries. During the past ten years, no director or executive officer of
the Company has:
| |
(a) |
filed or has had filed against such person, a petition
under the U.S. federal bankruptcy laws or any state insolvency law, nor
has a receiver, fiscal agent or similar officer been appointed by a court
for the business or property of such person, or any partnership in which
such person was a general partner, at or within two years before the time
of filing, or any corporation or business association of which such person
was an executive officer, at or within two years before such
filings; |
| |
|
|
| |
(b) |
been convicted or pleaded guilty or nolo contendere
in a criminal proceeding or is a named subject of a pending criminal
proceeding (excluding traffic violations and other minor
offences); |
| |
|
|
| |
(c) |
been the subject of any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting such person’s activities in any type of business,
securities, trading, commodity or banking activities; |
| |
|
|
| |
(d) |
been the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any U.S. federal or state
authority barring, suspending or otherwise limiting for more than 60 days
the right of such person to engage in any type of business, securities,
trading, commodity or banking activities, or to be associated with persons
engaged in any such activity; |
3
| |
(e) |
been found by a court of competent jurisdiction in a
civil action or by the SEC, or by the U.S. Commodity Futures Trading
Commission to have violated a U.S. federal or state securities or
commodities law, and the judgment has not been reversed, suspended, or
vacated; |
| |
|
|
| |
(f) |
been the subject of, or a party to, any U.S. federal or
state judicial or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated, relating to an alleged
violation of: (i) any U.S. federal or state securities or commodities law
or regulation; or (ii) any law or regulation respecting financial
institutions or insurance companies including, but not limited to, a
temporary or permanent injunction, order of disgorgement or restitution,
civil money penalty or temporary or permanent cease-and-desist order, or
removal or prohibition order; or (iii) any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity;
or |
| |
|
|
| |
(g) |
been the subject of, or a party to, any sanction or
order, not subsequently reversed, suspended or vacated, of any
self-regulatory organization (as defined in Section 3(a)(26) of the
Exchange Act (15 U.S.C.78c(a)(26))), any registered entity (as defined in
Section 1(a)(29) of the U.S. Commodity Exchange Act (7 U.S.C.1(a)(29))),
or any equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a
member. |
Code of Ethics
We
have adopted a code of business conduct and ethics that is applicable to all of
our employees, officers and directors. The code is available on our web site,
www.nobilishealth.com, under the “Investor Relations” tab. We intend to disclose
future amendments to, or waivers from, certain provisions of our code of ethics,
if any, on the above website within four business days following the date of
such amendment or waiver.
Committees of the Board of Directors
Our
Board of Directors has the authority to appoint committees to perform certain
management and administration functions. Our Board of Directors currently has an
Audit Committee, a Compensation Committee, a Nominating and Corporate Governance
Committee, Compliance Committee and a Strategic Acquisitions Committee. The
composition and responsibilities of each committee are described below. Members
serve on these committees until their resignation or until otherwise determined
by the Board of Directors. The charters for each of these committees are
available on our website at www.nobilishealth.com.
Audit Committee
We
have a separately designated standing audit committee established in accordance
with Section 3(a)(58)(A) of the Exchange Act. Our Audit Committee consists of
Steve Ozonian, Richard Ganley and Jennifer Hauser, each of whom satisfies the
independence requirements under NYSE MKT listing standards and Rule 10A-3(b)(1)
of the Exchange Act. The chairman of our Audit Committee is Mr. Ozonian. Each
member of our Audit Committee can read and understand fundamental financial
statements in accordance with Audit Committee requirements. In arriving at this
determination, our Board of Directors has examined each Audit Committee member’s
scope of experience. The Board of Directors of the Company has determined that
Mr. Ozonian is considered an audit committee financial expert as defined by Item
407 of Regulation S-K.
The
purpose of the Audit Committee is to assist our Board of Directors with
oversight of (i) the quality and integrity of our financial statements and its
related internal controls over financial reporting, (ii) our compliance with
legal and regulatory compliance, (iii) the independent registered public
accounting firm’s qualifications and independence, and (iv) the performance of
our independent registered public accounting firm. The Audit Committee’s primary
function is to provide advice with respect to our financial matters and to
assist our Board of Directors in fulfilling its oversight responsibilities
regarding finance, accounting, and legal compliance.
Compensation Committee
Our
Compensation Committee consists of Steve Ozonian, Richard Ganley and Jennifer
Hauser, each of whom our Board of Directors has determined to be independent
under NYSE MKT listing standards, a “non-employee director” as defined in Rule
16b-3 promulgated under the Exchange Act, and an “outside director” as that term
is defined in Section 162(m) of the Internal Revenue Code. The chairperson of
our Compensation Committee is Mr. Ganley.
The primary purpose of our Compensation Committee
is to oversee the policies of our Company relating to compensation of our
executives and make recommendations to our Board of Directors, as appropriate,
with respect to such policies. The goal of such policies is to ensure that an
appropriate relationship exists between executive pay and the creation of
shareholder value, while at the same time motivating and retaining key
employees.
4
Nominating and Corporate Governance Committee
Our
Nominating and Corporate Governance Committee consists of Richard Ganley and
Jennifer Hauser, each of whom our Board of Directors has determined to be
independent under NYSE MKT listing standards. The chairman of our Nominating and
Corporate Governance Committee is Ms. Hauser.
The
primary purposes of our Nominating and Corporate Governance Committee are to (i)
identify, review and recommend qualified candidates for membership on our Board
of Directors and the Board committees, (ii) develop and recommend to the Board
of Directors the appropriate corporate governance principles and practices and
(iii) oversee the evaluation of the Board of Directors through the annual review
of the performance of the Board and its committees.
Compliance Committee
Our
Compliance Committee consists of Steve Ozonian and Richard Ganley. The chairman
of our Compliance Committee is Mr. Ozonian.
The
primary purposes of our Compliance Committee are to (i) assist the Board in
fulfilling its responsibilities relating to our regulatory compliance activities
and (ii) monitor and evaluate our compliance with all federal, state and local
regulatory requirements to which we are subject; provided, however, that the
Compliance Committee is not responsible for obligations relating to compliance
with tax and securities-related laws, rules or regulations, which remain the
responsibility of the Audit Committee.
Strategic Acquisitions Committee
The
Board’s Strategic Acquisitions Committee, consisting of Steve Ozonian and
Richard Ganley, assists the Board in fulfilling its responsibilities relating to
the development, articulation, and execution of the Company’s long-term
strategic plan, and the review, evaluation, and approval of certain strategic
transactions.
Other Committees
In
addition to the committees set forth above, the Board may periodically establish
other standing or special committees to assist it with the performance of its
responsibilities. For example, during 2015, the Board formed two Special
Committees consisting solely of independent directors for various purposes. Each
Special Committee has the maximum power delegable to a committee of our Board
under British Columbia law and has the authority to engage its own financial and
legal advisors.
Section 16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our officers,
directors, and persons who beneficially own more than 10% of our common shares
(“10% Stockholders”), to file reports of ownership and changes in ownership with
the Securities and Exchange Commission (“SEC”). Such officers, directors and 10%
Stockholders are also required by SEC rules to furnish us with copies of all
Section 16(a) forms that they file.
Based
solely on our review of the copies of such forms received by us, or written
representations from certain reporting persons, the Company believes that during
fiscal year ended December 31, 2015, except as set forth below, the filing
requirements applicable to its officers, directors and greater than 10% percent
beneficial owners were complied with.
| NAME & NATURE OF AFFILIATION |
LATE REPORTS (TRANSACTIONS) |
REPORTS NOT FILED |
Donald Kramer, 10% Owner
|
1 Late Form 3 (1 transaction)
2 Late Form
4s (2 transactions) |
--
|
Harry Fleming, Officer & Director
|
1 Late Form 3 (1 transaction)
1 Late Form 4
(3 transactions)
1 Late Form 5 (1 transaction) |
1 Form 4 transaction timely
reported on
Form 5
|
| Matthew Maruca, Officer |
No Late Transactions |
-- |
| Steve Ozonian, Director |
1 Late Form 3 (1 transaction) |
-- |
| Richard Ganley, Director |
No late transactions |
4 Form 4 transactions timely reported on a Form
5 |
| Jennifer Hauser, Director |
1 Late Form 3 (1 transaction) |
-- |
| Kenneth Klein, Officer |
1 Late Form 4 (1 transaction) |
-- |
| Lloyd, Christopher |
1 Late Form 3 (1 transaction)
1 Late Form 4 (1 transaction)
|
3 Form 4 transactions timely reported on a Form 5 |
| Chen, Andy Kuang |
1 Late Form 3 (1 transaction) |
-- |
5
Material Changes in Director Nominations Process
There
have not been any material changes to the procedures by which shareholders may
recommend nominees to the Board of Directors.
Item 11. Executive Compensation
The
following is a discussion and analysis of compensation arrangements of our named
executive officers, or NEOs. As an “emerging growth company” as defined in the
Jumpstart Our Business Startups Act of 2012, we are not required to include a
Compensation Discussion and Analysis section and have elected to comply with the
scaled disclosure requirements applicable to emerging growth companies.
We
seek to ensure that the total compensation paid to our executive officers is
reasonable and competitive. Compensation of our executives is structured around
the achievement of individual performance and near-term corporate targets as
well as long-term business objectives.
Summary Compensation Table
The
following table shows information regarding the compensation of our named
executive officers for services performed for the two year period ended December
31, 2015 and 2014.
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Non-Equity |
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|
Stock |
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|
Option |
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|
Incentive Plan |
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All Other |
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Awards |
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|
Awards |
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Compensation |
|
|
Compensation |
|
|
|
|
| Name and Principal Positions |
|
Year |
|
|
Salary($) |
|
|
Bonus($) |
|
|
($) (1) |
|
|
($)(1) |
|
|
(2) |
|
|
($) (3) |
|
|
Total($) |
|
| Chris Lloyd |
|
2015 |
|
$ |
607,013 |
|
$ |
— |
|
|
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
607,013 |
|
| Former Chief Executive Officer
(4) |
|
2014 |
|
|
46,154 |
|
|
— |
|
|
— |
|
|
1,752,404 |
|
|
— |
|
|
8,048 |
|
|
1,872,635 |
|
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| Kenneth Klein |
|
2015 |
|
|
174,784 |
|
|
50,000 |
(6) |
|
— |
|
|
1,568,332 |
|
|
106,800 |
|
|
6,983 |
|
|
1,906,899 |
|
| Chief Financial Officer(5)
|
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| Harry Fleming |
|
2015 |
|
|
460,103 |
|
|
— |
|
|
— |
|
|
— |
|
|
180,000 |
|
|
7,246 |
|
|
647,349 |
|
Former President, Executive ,
Chairman of the Board and
Chief Financial Officer (7)
|
|
2014 |
|
|
330,651 |
|
|
— |
|
|
3,162,378 |
|
|
— |
|
|
112,000 |
|
|
13,361 |
|
|
3,618,390 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Andy Chen |
|
2015 |
|
|
225,919 |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
10,387 |
|
|
236,306 |
|
| Former Chief Financial
Officer(8) |
|
2014 |
|
|
160,174 |
|
|
|
|
|
|
|
|
171,654 |
|
|
73,500 |
|
|
7,890 |
|
|
412,999 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Donald Kramer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Former Chief Executive
Officer(9) |
|
2014 |
|
|
365,250 |
|
|
|
|
|
2,453,065 |
|
|
— |
|
|
122,500 |
|
|
7,992 |
|
|
2,948,807 |
|
| (1) |
The amounts shown represent the grant date fair value of
restricted share and option awards calculated in accordance with FASB ASC
Topic 718. For detailed information on the assumptions used for purposes
of valuing share and option awards, see notes 19 and 20 of the audited
consolidated financial statements included in our Annual Report for the
assumptions used in calculating these amounts. |
| (2) |
Amounts reported in the “Non-Equity Incentive Plan
Compensation” column represent cash amounts paid under our bonus program,
a non-equity incentive program for the achievement of corporate operating
goals/performance, as described under the section entitled “Terms and
Conditions of Annual Bonuses” below. |
| (3) |
Represents matching contributions made to the employee’s
401(k) Plan account. |
| (4) |
Mr. Lloyd was appointed Chief Executive Officer on
November 26, 2014 and resigned from such position on January 6, 2016. The
terms of Mr. Lloyd’s Separation and Release Agreement are described in
“Employment Agreements” below. |
| (5) |
Mr. Klein commenced employment with us on May 4, 2015 and
was appointed Chief Financial Officer on July 9, 2015. |
| (6) |
Mr. Klein received a 50,000 signing bonus upon joining
the Company in May 2015. |
| (7) |
Mr. Fleming served as the Chief Financial Officer until
August 1, 2014. |
| (8) |
Mr. Chen was appointed Chief Financial Officer on August
1, 2014 and resigned from such position on July 9, 2015. |
| (9) |
Dr. Kramer served as Chief Executive Officer until
November 26, 2014. |
6
Outstanding Equity Awards at 2015 Fiscal Year End –
Granted to Executives
The
following table sets forth all outstanding equity awards held by each of the
named executive officers as of December 31, 2015.
| |
Option Awards |
|
Stock Awards |
| |
|
|
Number of |
|
Number of |
|
|
|
|
|
|
|
|
Market |
| |
|
|
Securities |
|
Securities |
|
|
|
|
|
|
|
|
Value of |
| |
|
|
Underlying |
|
Underlying |
|
|
|
|
|
Number of |
|
|
Shares or |
| |
|
|
Unexercised |
|
Unexercised |
|
|
|
|
|
Shares of |
|
|
Units of |
| |
Vesting |
|
Options |
|
Options |
|
Option |
|
Option |
|
Stock That |
|
|
Stock That |
| |
Commencement |
|
Exercisable |
|
Unexercisable |
|
Exercise |
|
Expiration |
|
Have Not |
|
|
Have Not |
| Executive Officers |
Date |
|
(#) |
|
(#) |
|
Price (C$) |
|
Date |
|
Vested (#) |
|
|
Vested ($) |
| Chris Lloyd |
01/01/2015 |
(2) |
548,218 |
|
500,000 |
|
1.87 |
|
12/01/2024 |
|
— |
|
$ |
— |
| |
01/01/2015 |
|
451,782 |
|
— |
|
3.44 |
|
01/01/2025 |
|
— |
|
|
— |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Kenneth Klein |
05/01/2016 |
(3) |
— |
|
150,000 |
|
7.94 |
|
07/06/2025 |
|
— |
|
|
— |
| |
09/22/2016 |
(4) |
— |
|
150,000 |
|
6.07 |
|
09/22/2025 |
|
— |
|
|
— |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Harry Fleming |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
— |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Andy Chen |
12/04/2013 |
|
80,000 |
|
— |
|
0.95 |
|
05/09/2024 |
|
— |
|
|
— |
| |
05/09/2014 |
|
200,000 |
|
— |
|
1.06 |
|
05/09/2024 |
|
— |
|
|
— |
| (1) |
Unless otherwise noted, each stock option (“Option”) was
granted pursuant to our First Amended Nobilis Health Corp. Stock Option
Plan (the “Stock Option Plan”). |
| (2) |
Options granted outside of the Stock Option Plan in
connection with the Athas acquisition and approved by the Toronto Stock
Exchange in 2014 and vest as to 48,218 on January 1, 2015; 500,000 on
November 26, 2015 and 500,000 on November 26, 2016, subject to continued
service with our company through the applicable vesting dates and
accelerated vesting under certain circumstances, as described under the
section entitled “Employment Agreements” below. |
| (3) |
Options vest as to 50,000 on May 1, 2016, 50,000 on May
1, 2017 and 50,000 on May 1, 2018, subject to continued service with our
company through the applicable vesting dates and accelerated vesting under
certain circumstances in accordance with the Stock Option Plan. |
| (4) |
Options vest as to 50,000 on September 22, 2016, 50,000
on September 22, 2017 and 50,000 on September 22, 2018, subject to
continued service with our company through the applicable vesting dates
and accelerated vesting under certain circumstances in accordance with the
Stock Option Plan. |
Employment Agreements
As
of December 31, 2015, we had employment agreements with three executives: Harry
Fleming, Christopher Lloyd and Matthew Maruca.
Christopher
Lloyd, Chief Executive Officer. Base compensation and Term. Mr.
Lloyd’s employment agreement, effective as of November 26, 2014, as amended by
the First Amendment to Employment Agreement effective as of the same date, has a
term of 3 years and will automatically renew for additional 1 year terms unless
the employment agreement is terminated by either party at least 30 days prior to
the end of the initial 3-year term or any subsequent 1-year term. Mr. Lloyd’s
salary is $600,000 in the first year of the initial term and increases to
$625,000 and $650,000 in years 2 and 3, respectively.
Termination
Provisions. Mr. Lloyd may terminate his employment agreement with “good
reason” upon the occurrence of any of the following: i) a diminution in title or
duties, ii) a failure by our company to substantially perform any material term
in his employment agreement, iii) relocation of our company’s principal place of
business more than 50 miles from its current location, iv) a reduction in salary
or benefits other than as the result of adverse financial conditions of our
company, or v) a change in control of our company.
The
Company may terminate Mr. Lloyd’s employment agreement for “cause” upon the
occurrence of any of the following: i) a failure to perform substantially all of
his duties, ii) his dishonesty or gross negligence, iii) his conviction or nolo
contendere plea to a felony, iv) any willful act or omission by him that is
materially injurious to the financial condition or business reputation of our
company, v) his failure to comply with a written directive of the Board or Chief
Executive Officer, or vi) a breach of the non-competition or intellectual
property confidentiality provisions contained in the employment agreement.
In
the event that Mr. Lloyd terminates his employment agreement for “good reason”
or our company terminates his employment agreement without “cause”, Mr. Lloyd is
entitled to receive one year’s base salary as a separation benefit.
7
Incentive
Compensation. In addition to his base salary, Mr. Lloyd may receive certain
cash and equity incentive compensation. Mr. Lloyd participates in our company’s
Short Term Incentive Program, which entitles him to receive as a bonus, up to
40% of his yearly base salary if our company achieves certain financial metrics
established each year by our company’s Compensation, Nomination and Corporate
Governance Committee. Mr. Lloyd is also entitled to receive up to 1,500,000
Options. 1,048,218 of such Options were granted on December 1, 2014 and vest as
follows: 48,218 vested on January 1, 2015, 500,000 will vest on November 26,
2015 and 500,000 will vest on November 26, 2016. 451,782 of such Options were
granted on January 1, 2015 and vested immediately (“Set 2 Options”).
Additionally, Mr. Lloyd is entitled to receive, at the time of the exercise of
the Set 2 Options, the number of RSUs (based on the 5-day VWAP from the date of
exercise) sufficient to offset C$1.57 per option exercised.
Mr.
Lloyd is entitled to participate in our 401k plan. Mr. Lloyd is not entitled to
any other material compensation, including without limitation, equity, bonus, or
retirement benefits.
January 2016 Lloyd Separation and Release Agreement
Effective
January 6, 2016, Mr. Lloyd resigned as Chief Executive Officer. In connection
with his departure as CEO, Mr. Lloyd entered into a Separation and Release
Agreement (the “Separation Agreement”) with the Company pursuant to which, in
lieu of the compensation and severance benefits set forth in his existing
employment agreement and in consideration of a general release of claims in
favor of the Company, Mr. Lloyd received severance payments totaling $660,000.
Under the terms of the Separation Agreement, Mr. Lloyd agreed that he would
forfeit any entitlement to receive (i) a 2015 bonus under the Company’s short
term incentive plan for executives and (ii) certain RSUs that he would have
otherwise been entitled to receive under the terms of his employment agreement.
The Company agreed to lift certain contractual lock ups that applied to the
3,143,746 shares of the Company’s common shares currently held by Mr. Lloyd,
subject to any trading or resale restrictions imposed under applicable U.S. and
Canadian securities laws and regulations.
Harry
Fleming, Executive Director. Mr. Fleming’s executive employment agreement,
effective as of April 30, 2015 (the “Fleming Executive Employment Agreement”),
has a term of 3 years and will automatically renew for additional 1 year terms
unless the agreement is terminated by either party at least 30 days prior to the
end of the initial 3-year term or any subsequent 1-year term. Mr. Fleming is
entitled to an annual base salary of $450,000 per year, to be increased to
$475,000 in year two of the initial term and $500,000 in year three of the
initial term.
Termination
Provisions. Mr. Fleming may terminate the Fleming Executive Employment
Agreement with good reason upon the occurrence of any of the following: i) a
diminution in title or duties, ii) a failure by our company to substantially
perform any material term in his employment agreement, iii) relocation of our
company’s principal place of business more than 50 miles from its current
location, iv) a reduction in salary or benefits other than as the result of
adverse financial conditions of our company, or v) a change in control of our
company.
The
Company may terminate the Fleming Executive Employment Agreement for cause upon
the occurrence of any of the following: i) a failure to perform substantially
all of his duties, ii) his dishonesty or gross negligence, iii) his conviction
or nolo contendere plea to a felony, iv) any willful act or omission by him that
is materially injurious to the financial condition or business reputation of our
company, v) his failure to comply with a written directive of the Board or Chief
Executive Officer, or vi) a breach of the non-competition or intellectual
property confidentiality provisions contained in the Fleming Executive
Employment Agreement.
Incentive
Compensation. In addition to his base salary, Mr. Fleming may receive
certain cash compensation and other incentive compensation. Mr. Fleming
participates in our company’s Short Term Incentive Program, which entitles him
to receive as a bonus, up to 40% of his yearly base salary if our company
achieves certain financial metrics established each year by our company’s
Compensation Committee. Mr. Fleming has received 2,650,000 RSUs, which vested
upon his resignation as President of the Company, and which can be taken down by
Mr. Fleming on a demand basis at Mr. Fleming’s election. In order to adequately
preserve the Company’s ability to fund the Company’s Stock Option Plan, Mr.
Fleming is not eligible to participate in the Company’s Stock Option Plan.
Instead, Mr. Fleming is entitled to receive an M&A Fee, equal to (a) 2% of
the total consideration paid by the person or group acquiring the Company in a
transaction constituting a Change of Control (as defined in the Fleming
Executive Employment Agreement) or (b) 2% of the total Issuer valuation at the
time of closing of a merger transaction as described in the Change of Control
provisions of the Fleming Executive Employment Agreement.
Mr.
Fleming is entitled to participate in our 401k plan. Mr. Fleming is not entitled
to any other material compensation, including without limitation, equity, bonus,
or retirement benefits.
January 2016 Fleming Executive Employment Agreement
Amendment – Chief Executive Officer
Effective
as of January 6, 2016, the Mr. Fleming and the Company entered into the First
Amendment (the “Amendment”) to the Fleming Executive Employment Agreement, or
Original Agreement, in connection with Mr. Fleming’s change in role from
Executive Director to Chief Executive Officer of the Company.
8
Base
Salary and Term. The Amendment set Mr. Fleming’s position and duties as CEO
for an initial term of three years with automatic one-year renewal terms unless
terminated by either Mr. Fleming or the Company at least 30 days prior to the
end of the initial three-year term or any subsequent one-year renewal term.
Under the Amendment, Mr. Fleming’s base salary increased from $450,000 to
$500,000 in the first year of the initial three-year term and will increase
annually in an amount to be determined by the Board in its discretion.
Incentive
Compensation. In addition to his base salary, Mr. Fleming may receive
certain cash and equity incentive compensation. Mr. Fleming participates in the
Company’s Short Term Incentive Program (“STIP”). Per the Amendment, Mr. Fleming
is entitled to receive as a bonus up to 90% of his yearly base salary, increased
from 40% of his yearly base salary under the Original Agreement, if the Company
achieves certain financial metrics established each year by the Committee. In
the event the Company achieves its financial objectives, Mr. Fleming is eligible
to receive up to 180% of the target annual bonus under the STIP, which
percentage was decreased from 200% under the Original Agreement. The Amendment
further allows Mr. Fleming to participate in the Company’s Stock Option Plan,
which amends the Original Agreement. The Amendment provides that the Company
will issue to Mr. Fleming 300,000 stock options, with additional stock options
to be issued annually in an amount to be determined by the Board at its
discretion, at the lowest strike price permissible pursuant to both the
Company’s Stock Option Plan and the rules of the New York Stock Exchange.
Non-Competition
and Non-Solicitation. Mr. Fleming is subject to a Non-Competition and
Non-Solicitation provision under the Amendment, which provides that Mr. Fleming
will be subject to certain restrictive covenants including (a) non-solicitation
of the Company's officers, employees, agents, customers, clients, vendors or
distributors during the term of employment and for a period of twelve months
thereafter, and (b) non-competition during the term of employment and for a
period thereafter corresponding with the amount of severance payable under the
Original Agreement. Notwithstanding these restrictive covenants, Mr. Fleming may
(y) acquire or hold not more than 5% of any class of publicly traded securities,
and (z) following termination of his employment with the Company, Mr. Fleming
may serve a competing hospital in any capacity not related to such hospital’s
ambulatory surgery centers; provided, that such hospital does not derive than 5%
of its revenues from the operation or management of an ambulatory surgery center
or outpatient clinic. Further, these restrictive covenants will not be binding
on Mr. Fleming if his employment is terminated by the Company “without cause,”
by Mr. Fleming for “good reason,” or there is a change in control of the
Company.
All
other terms and conditions of the Original Agreement remain in full force and
effect without modification or waiver.
Matthew
Maruca, General Counsel. Mr. Maruca’s employment agreement with the Company,
effective as of February 1, 2015 (the “Maruca Employment Agreement”), has a term
of 3 years and will automatically renew for additional 1 year terms unless the
agreement is terminated by either party at least 30 days prior to the end of the
initial 3-year term or any subsequent 1-year term. Mr. Maruca is entitled to an
annual base salary of $300,000 pursuant to an amendment that went into effect in
October 2015.
Termination
Provisions. Mr. Maruca may terminate the Maruca Employment Agreement with
good reason upon the occurrence of any of the following: i) a diminution in
title or duties, ii) a failure by our company to substantially perform any
material term in his employment agreement, iii) relocation of our company’s
principal place of business more than 50 miles from its current location, iv) a
reduction in salary or benefits other than as the result of adverse financial
conditions of our company, or v) a change in control of our company.
The
Company may terminate the Maruca Employment Agreement for cause upon the
occurrence of any of the following: i) a failure to perform substantially all of
his duties, ii) his dishonesty, iii) his conviction or nolo contendere plea to a
felony, iv) any gross negligence or willful act or omission by him that is
materially injurious to the financial condition or business reputation of our
company, v) his failure to comply with a written directive of the Board or Chief
Executive Officer, or vi) a breach of the non-competition or intellectual
property confidentiality provisions contained in the Maruca Employment
Agreement.
In
the event that Mr. Maruca terminates his employment agreement for “good reason”
or our company terminates his employment agreement without “cause”, Mr. Maruca
is entitled to receive one year’s base salary as a separation benefit.
Incentive Compensation. In addition to his base salary, Mr. Maruca may
receive certain cash and equity incentive compensation. Mr. Maruca participates
in our company’s Short Term Incentive Program, which entitles him to receive as
a bonus, up to 40% of his yearly base salary, if our company achieves certain
financial metrics established each year by our company’s Compensation Committee.
As of December 31, 2015, Mr. Maruca held 175,000 vested Options.
Mr.
Maruca is entitled to participate in our 401k plan. Mr. Maruca is not entitled
to any other material compensation, including without limitation, equity, bonus,
or retirement benefits.
9
The First Amended Stock Option Plan (“Stock Option Plan”)
The
Stock Option Plan provides that options to purchase common shares may be granted
to employees, directors, and service providers of the Company and its
subsidiaries on terms determined within the limitations set out in the Stock
Option Plan. The maximum number of Common Shares to be reserved for issuance at
any one time under the Option Plan and any other equity based incentive plan of
the Company (such as the RSU Plan described below) is twenty percent (20%) of
the issued and outstanding common shares of the Company from time to time. The
Stock Option Plan is considered to be an "evergreen" plan, since the common
shares covered by options which have been exercised will become available for
future grants under the Stock Option Plan, and the number of options available
to grant increases as the number of issued and outstanding common shares of the
Company increases.
As
of April 20, 2016, 5,879,999 options are currently outstanding pursuant to the
Stock Option Plan.
The
Stock Option Plan contains several limits on the participation of insiders of
the Company, including a limit whereby options issued to any one participant who
is an “insider” and the associates of such participant within a one year period
shall not exceed 5% of the number of common shares then outstanding.
Additionally, the aggregate number of common shares issued to insiders of the
Company within any one year period under the Stock Option Plan, together with
any other security based compensation arrangement, cannot exceed 10% of the
outstanding common shares. In addition, the aggregate number of common shares
issuable to insiders of the Company at any time under the Stock Option Plan,
together with any other security based compensation arrangement, cannot exceed
10% of the outstanding common shares. Finally, the Stock Option Plan also
imposes a limit of 1% of the number of common shares then outstanding on grants
of options to non-executive directors.
The
exercise price for an option granted under the Stock Option Plan may not be less
than the market price (as such term is defined in the TSX Company Manual) of the
common shares immediately preceding the date of grant. The TSX Company Manual
defines "market price" as the volume weighted average trading price for the five
trading days immediately preceding the grant date. Options granted may be
subject to vesting requirements. Options will be granted for a period which may
not exceed ten years from the date of grant but will expire within 90 days of a
participant ceasing to be a director, officer, employee, insider or service
provider of the Company, unless that participant ceases to be a director,
officer, employee, insider or service provider of the Company for cause, in
which case no option held by such participant shall be exercisable. If an Option
expires during a black-out period or within nine business days thereof, its term
will be extended to the date which is ten business days following the end of
such period.
The Fourth Amended and Restated Restricted Share Unit
(“RSU”) Plan
The
objectives of the RSU Plan are to enhance the ability of Nobilis to attract and
retain talented employees in key management positions and to promote a greater
alignment of interests between management and shareholders.
At
the discretion of the Board, employees of Nobilis may be granted RSUs, which are
notional share equivalents with the value of the underlying common shares. If
dividends are declared by the Company, a participant in the RSU Plan will also
be credited with divided equivalents in the form of additional RSUs based on the
number of RSUs the participant holds on the record date for the payment of a
dividend.
Subject
to the Board’s authority under the RSU Plan to accelerate the vesting of RSUs if
it determines circumstances so warrant, each RSU will vest in full on the third
anniversary of the date of grant; provided that if there is a change of control
of the Company prior to the vesting date of the RSUs and a participant is
terminated (or quits for good reason) within six months following such change of
control, a pro rata portion of their unvested RSUs will vest up to the date of
the change of control.
Pursuant
to the RSU Plan, upon vesting of his or her RSUs, a participant will be entitled
to receive on the vesting date, at the discretion of the Board, either that
number of common shares equal to the number of RSUs vesting on such vesting date
or a lump sum cash payment equal to the number of RSUs to be redeemed multiplied
by a calculation of the fair market value of a common share (determined by
reference to the five-day weighted average closing price of the common shares on
the TSX) on the redemption date, net of any applicable deductions and
withholdings.
The
RSU Plan provides that, in the event of a participant’s voluntary termination of
employment or termination for cause prior to any vesting date, the participant’s
rights to any unvested RSUs will be immediately and irrevocably forfeited. The
RSU Plan also provides that if the participant’s employment terminates on
account of death or disability or if the participant is terminated without cause
prior to any vesting date, the participant will become vested in a prorated
portion of his or her unvested RSUs, based on the number of months that have
elapsed in the then current vesting period as of the date of termination. RSUs
granted under the RSU Plan are not assignable.
Under
the RSU Plan, in connection with a change of control transaction, the Board has
the discretion to provide (i) for the replacement of RSUs with other rights or
property selected by the Board in its sole discretion; (ii) that an award under
the RSU Plan be assumed by a successor or survivor corporation, or a parent or
subsidiary thereof, or will be substituted by similar RSUs, rights or awards
covering the stock of the successor or survivor corporation, or a parent or
subsidiary thereof, with appropriate adjustments as
10
to the number and kind of shares and prices; (iii) that an
award will be fully vested and payable with respect to all RSUs; and (iv) except
as otherwise provided in the RSU Plan, that an award cannot vest or become
payable after such event.
The
RSU Plan has a 10% maximum based on the number of issued and outstanding common
shares available for issuance, while the RSU and Stock Option Plans have a
maximum number of shares available for issuance under both plans (collectively)
as 20% of the then current number of issued and outstanding common shares of the
Company.
As
of April 20, 2016, no RSUs were outstanding.
The
Board may at any time or from time to time, in its sole and absolute discretion
and without the approval of shareholders of the Company, amend, suspend,
terminate or discontinue the RSU Plan and may amend the terms and conditions of
any RSUs granted thereunder, subject to (a) any required approval of any
applicable regulatory authority or the TSX, and (b) approval of shareholders of
the Company as required by the rules of the TSX or applicable law; provided,
however, that for certainty, the approval of shareholders of the Company shall
be required to (i) increase the number of Shares reserved for issuance under the
RSU Plan, (ii) amend the 10% restrictions referenced in the preceding paragraph,
or (iii) amend the amendment provisions of the RSU Plan. The Board’s
discretionary amendments to the RSU plan, include but is not limited to, the
ability to (1) determine whether, to what extent, and under what circumstances
an RSU award may be settled, cancelled, forfeited, exchanged, or surrendered,
(2) to construe the RSU Plan and any award thereunder, (3) to prescribe, amend,
and rescind rules and regulations relating to the RSU Plan, (4) to correct any
defect, supply any deficiency, and reconcile any inconsistency in the RSU Plan
or any award granted under the RSU Plan, (5) to amend the RSU Plan to reflect
changes in applicable law, and (6) to make all other determinations deemed
necessary or advisable for the administration of the RSU Plan.
2015 Director Compensation
The
following table presents the total compensation for each person who served as a
non-employee member of our board of directors during 2015. Other than as set
forth in the table and described more fully below, in 2015 we did not pay any
compensation, reimburse any expense of, make any equity awards or non-equity
awards to, or pay any other compensation to any of the non-employee members of
our board of directors.
The
following table sets forth information for the year ended December 31, 2015
regarding the compensation awarded to, earned by or paid to our non-employee
directors:
| |
|
Fees Earned |
|
|
|
|
|
|
| |
|
or Paid in |
|
Option |
|
All Other |
|
|
| Name |
|
Cash($) |
|
Awards($)(1) |
|
Compensation($)(2) |
|
Total($) |
| Steve Ozonian |
|
162,378(3) |
|
1,012,385 |
|
— |
|
1,174,763 |
| Richard Ganley |
|
166,622(4) |
|
1,726,186 |
|
__ |
|
1,892,808 |
| Jennifer Hauser |
|
149,500 (5) |
|
— |
|
— |
|
149,500 |
| Donald Kramer(6) |
|
— |
|
— |
|
231,705 |
|
231,705 |
| Tom Foster(6) |
|
21,500 |
|
— |
|
— |
|
21,500
|
| (1) |
The amounts shown represent the grant date fair value of
restricted share and option awards calculated in accordance with FASB ASC
Topic 718. For detailed information on the assumptions used for purposes
of valuing share and option awards, see notes 19 and 20 of the audited
consolidated financial statements included in our Annual Report for the
assumptions used in calculating these amounts. |
| Name |
|
Shares Subject to Outstanding Options |
| Steve Ozonian |
|
200,000 |
| Richard Ganley |
|
400,000 |
| (2) |
Amount represents payments to Dr. Kramer for consulting
during 2015. |
| (3) |
Amount represents Board service fees, chairmanship fees
for the Audit and Compliance Committees and service on Special Committees
established by the Board. |
| (4) |
Amount represents Board service fees, chairmanship fees
for the Compensation and Strategic Acquisitions Committees and service on
Special Committees established by the Board. |
| (5) |
Amount represents Board service fees, chairmanship fees
for the Nominating and Corporate Governance Committee and service on
Special Committees established by the Board. |
| (6) |
Indicates director whose term ended on April 30,
2015. |
11
Narrative to 2015 Director Compensation Table
Our directors are compensated on an annual basis for their
services on the board of directors as follows:
-
each director receives an annual cash retainer of $135,000, paid in
quarterly installments of $33,750, $15,000 of which is cash to the director
and $18,750 of which is to be used to purchase, when appropriate, our common
shares;
-
the chair of the Audit Committee will receive an additional annual retainer
of $20,000;
-
the chair of the Compensation Committee will receive an additional annual
retainer of $10,000;
-
the chair of the Nominating and Governance Committee will receive an
additional annual retainer of $10,000;
-
the chair of the Compliance Committee will receive an annual retainer of
$15,000;
-
the chair of the Strategic Acquisitions Committee will receive an annual
retainer of $10,000; and
-
each independent director serving on a Special Committee receives an
additional fee of $15,000 per month.
Each
member of our board of directors will also be entitled to reimbursement of
reasonable travel and other expenses incurred in connection with attending
meetings of the board of directors and any committee on which the member serves.
In
2015, our non-employee directors received grants of options to purchase our
common shares as follows:
| • |
Messrs. Ozonian and Ganley each received 200,000 Options
in connection with their appointments to the Strategic Acquisitions
Committee; |
| |
|
| • |
Mr. Ganley received 200,000 Options in connection with
his assumption of the chairmanship of the Compensation Committee.
|
Item 12. Item Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters
The
following table sets forth information regarding the beneficial ownership of our
outstanding ordinary shares on April 11, 2016, except as noted below, by (1)
each person who is known by us to beneficially own more than 5% of our
outstanding voting power, (2) each director, nominee for director and named
executive officer, and (3) all of our directors and executive officers as a
group. To our knowledge, unless it is otherwise stated in the footnotes, each
person listed below has sole voting and investment power with respect to his
shares beneficially owned. For purposes of the tables below, a person or group
of persons is deemed to have “beneficial ownership” of any shares that such
person has the right to acquire on or within 60 days after April 11, 2016.
| |
|
Shares of Common Stock |
|
Percentage of Class |
| Name and Address of Beneficial Owner (1) |
|
Beneficially Owned |
|
Beneficially Owned (2) |
| Greater than five percent
holders: |
|
|
|
|
| Donald Kramer (3) |
|
17,950,282 |
|
23.4% |
| Directors and executive
officers: |
|
|
|
|
| Harry Fleming (4) |
|
2,771,705 |
|
3.6% |
| Matthew Maruca (5) |
|
185,633 |
|
*% |
| Steve Ozonian (6) |
|
46,520 |
|
*% |
| Richard Ganley (7) |
|
270,600 |
|
*% |
| Jennifer Hauser (8) |
|
40,746 |
|
*% |
| Kenneth Efird (9) |
|
620,733 |
|
*% |
| Kenneth Klein (10) |
|
64,800 |
|
*% |
| All current executive officers and
directors as a group (7 persons) |
|
|
|
5.7% |
| |
(1) |
Unless otherwise indicated, the address of all beneficial
owners of our ordinary shares set forth above is 11700 Katy Freeway, Suite
300, Houston, Texas 77079. |
| |
(2) |
Based on 76,755,978 common shares outstanding as of April
11, 2016. Except as otherwise indicated, all shares are beneficially
owned, and the sole investment and voting power is held, by the person
named. This table is based on information supplied by our officers,
directors and principal shareholders and reporting forms, if any, filed
with the SEC on behalf of such persons. |
12
| |
(3) |
Includes 15,874,482 common shares held by Healthcare
Ventures Ltd., 3330 Chevy Chase, Houston, Texas 77019. Dr. Kramer owns
100% of Healthcare Ventures Ltd. Includes 75,800 common shares that are
held indirectly by Dr. Kramer through Donald Kramer Family, LLC, a company
owned 50% by Dr. Kramer and 50% by Dr. Kramer’s spouse, Ilene T.
Kramer. |
| |
(4) |
Includes 25,000 vested Options granted to Mr. Fleming
pursuant to the Stock Option Plan. Includes 17,500 common shares held by
Mr. Fleming’s adult sons and 1,250 vested Options granted to Mr. Fleming’s
adult son pursuant to the Stock Option Plan. Mr. Fleming disclaims
beneficial ownership of the securities held by his adult sons. |
| |
(5) |
Includes 183,333 vested Options granted to Mr. Maruca
pursuant to the Stock Option Plan. |
| |
(6) |
Includes 45,000 vested Options granted to Mr. Ozonian
pursuant to the Stock Option Plan. |
| |
(7) |
Includes 225,000 vested Options granted to Mr. Ganley
pursuant to the Stock Option Plan. |
| |
(8) |
Includes 25,000 vested Options granted to Ms. Hauser
pursuant to the Stock Option Plan. |
| |
(9) |
Includes 83,333 vested Options granted to Dr. Efird
pursuant to the Stock Option Plan. |
| |
(10) |
Includes 62,500 vested Options granted to Mr. Klein
pursuant to the Stock Option Plan. |
Equity Compensation Plan Information
For
the table of awards issued under the Company’s First Amended Stock Option Plan,
see Part II, Item 5—Market For Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities included in our Annual Report.
Item 13. Certain Relationships
and Related Transactions, and Director Independence Review, Approval or
Ratification of Transactions with Related Persons
We
rely on our Board to review related party transactions on an ongoing basis to
prevent conflicts of interest. Our Board reviews a transaction in light of the
affiliations of the director, officer or employee and the affiliations of such
person’s immediate family. Transactions are presented to our Board for approval
before they are entered into or, if this is not possible, for ratification after
the transaction has occurred. If our Board finds that a conflict of interest
exists, then it will determine the appropriate remedial action, if any. Our
Board approves or ratifies a transaction if it determines that the transaction
is consistent with the best interests of the Company.
Director Independence
Our
Board of Directors has undertaken a review of its composition, the composition
of its committees, and the independence of each director. Based upon information
requested from and provided by each director concerning his or her background,
employment and affiliations, including family relationships, our Board of
Directors has determined that none of the members of our Board of Directors,
except Mr. Fleming, has a relationship that would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director and that
each of these directors is “independent” as that term is defined under the
applicable rules and regulations of the Securities and Exchange Commission, or
the SEC, and the listing requirements and rules of NYSE MKT. In making this
determination, our Board of Directors considered the current and prior
relationships that each non-employee director has with our company and all other
facts and circumstances our Board of Directors deemed relevant in determining
their independence. In addition, there are no family relationships among any of
our directors or executive officers.
Certain Transactions
Kolin Ozonian, Vice President of Corporate Development for the Company, is the
son of the Company’s Board Chairman Steve Ozonian. Mr. Kolin Ozonian joined the
Company in July 2015. As Vice President of Corporate Development, Mr. Ozonian
receives annual salary of $225,000 and bonus of 40% under the Company’s STIP
plan, and other benefits (including Company contributions to Mr. Ozonian’s
401(k) Plan account and health insurance premiums). Mr. Ozonian also received a
grant of stock options to purchase 150,000 common shares upon his joining the
Company and an additional grant of stock options to purchase 50,000 options. The
compensation paid to Mr. Ozonian was approved in accordance with the Company’s
standard compensation practices for similarly situated employees.
Nick
Lloyd, Vice President of Business Development, is the brother of the Company’s
former Chief Executive Officer Chris Lloyd. As Vice President of Business
Development, Mr. Lloyd receives annual salary of $220,000 and bonus of 40% under
the Company’s STIP plan, and receives other benefits (including Company
contributions to Mr. Lloyd’s 401(k) Plan account and health insurance
premiums).The compensation paid to Mr. Lloyd was approved in accordance with the
Company’s standard compensation practices for similarly situated employees.
13
May 2015 Private Placement
On
May 13, 2015, the Company closed a private placement of 7,847,668 units (the
“Units”) at a price of C$9.00 per Unit for aggregate proceeds of C$70.6 million.
Each
Unit is comprised of one treasury unit (a "Treasury Unit") and one-half of one
common share (each whole common share, an "Additional Share") from Donald L.
Kramer and Healthcare Ventures, Ltd. (a company controlled by Dr. Kramer) or
from Harry Fleming (collectively, the "Selling Shareholders" and the Additional
Shares from the Selling Shareholders, the "Secondary Shares") or from treasury
(the "Additional Treasury Shares"). Each Treasury Unit is comprised of one-half
of one common share of the Company (each whole common share, a “Treasury Unit
Share”) and one-half of one common share purchase warrant (each whole common
share purchase warrant, a “Warrant”). The Selling Shareholders are affiliates of
the Company and received gross proceeds of C$34.4 million.
The
private placement was approved by the disinterested directors of the Company who
concluded that the private placement was entered into on market terms and was
fair to the Company.
In
May 2015, the Company entered into an agreement with one of the Selling
Shareholders to reimburse the Company for approximately $0.1 million in legal
expenses borne by the Company in connection with the private placement. In
December 2015, the Company wrote off this amount.
Item 14. Principal Accounting
Fees and Services Independent Public Accountant Fees
Effective
September 2, 2015, Calvetti Ferguson P.C. (“Calvetti”) resigned as the Company’s
independent registered public accounting firm. On that same day, the Company,
through and with the approval of the Audit Committee, engaged Crowe Horwath LLP
(“Crowe”) as its independent registered public accounting firm. For the years
ended December 31, 2014 and 2015, Calvetti billed the fees set forth below:
| |
|
|
|
Year Ended |
|
|
Year Ended |
|
| |
Fees |
|
|
December 31, 2014 |
|
|
December 31, 2015 |
|
| |
Audit Fees (1) |
|
$ |
226,000 |
|
$ |
672,300 |
|
| |
Audit-Related Fees (2) |
|
$ |
184,000 |
|
$ |
181,996 |
|
| |
Tax Fees (3) |
|
$ |
102,000 |
|
$ |
128,218 |
|
| |
All Other Fees (4) |
|
$ |
24,000 |
|
$ |
— |
|
| |
Total Fees |
|
$ |
536,000 |
|
$ |
982,514 |
|
For the years ended December 31, 2014
and 2015, Crowe billed the fees set forth below:
| |
|
|
|
Year Ended |
|
|
Year Ended |
|
| |
Fees |
|
|
December 31, 2014 |
|
|
December 31, 2015 |
|
| |
Audit Fees (1) |
|
$ |
— |
|
$ |
913,247 |
|
| |
Audit-Related Fees (2) |
|
$ |
— |
|
$ |
868,500 |
|
| |
Tax Fees (3) |
|
$ |
— |
|
$ |
— |
|
| |
All Other Fees (4) |
|
$ |
— |
|
$ |
— |
|
| |
Total Fees |
|
$ |
— |
|
$ |
1,781,747 |
|
| |
(1) |
Audit Fees include fees billed for professional services
rendered for the annual audit of our consolidated financial statements,
the review of the interim consolidated financial statements included in
our quarterly reports and other related services that are normally
provided in connection with statutory and regulatory filings as well as
work performed in conjunction with Calvetti’s restatement of the Company’s
financial statements for December 31, 2014 and the first and second
quarters of 2015. Crowe performed work in conjunction with the third
quarter 2015 and the Company’s financial statements for December 31,
2015. |
| |
(2) |
Audit-Related Fees consist of fees billed for assurance
and related services that are reasonably related to the performance of the
audit or review of our consolidated financial statements and are not
reported under “Audit Fees.” These services include audits of our benefit
plan financial statements, due diligence in connection with mergers and
acquisitions, attestation services related to financial reporting that are
not required by statute or regulation and consultations concerning
financial accounting and reporting standards. |
| |
(3) |
Tax Fees consist of bills for tax compliance, tax advice
and tax planning. |
| |
(4) |
All Other Fees consist of bills for other services not
included in the categories above. |
14
Audit Committee Pre-Approval of Audit and Non-Audit Services
of Independent Accountant
Pursuant to the Audit Committee Charter, the Audit
Committee has the responsibility to review and approve the fees charged by the
external auditors for audit services, and to review and approve all services
other than audit services to be provided by the external auditors, and
associated fees. All of the engagements and fees for the fiscal year ended
December 31, 2015 were pre-approved by the Audit Committee.
15
PART IV
Item 15. Exhibits, Financial
Statement Schedules
| (a) |
List of documents filed as part of this
report |
| 3. |
Exhibits. We hereby file as part of this Amendment
No. 1 to Annual Report on Form 10-K/A the Exhibits listed in the attached
Exhibit Index. |
| 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 |
|
Fourth Amended and Restated Restricted Share Unit Plan
(incorporated by reference from Exhibit B to the Company’s Definitive
Proxy Statement on Schedule 14A filed with the SEC on April 3, 2015)
|
| 10.2 |
|
First Amended Nobilis Health Corp. Stock Option Plan
(incorporated by reference from Exhibit C to the Company’s Definitive
Proxy Statement on Schedule 14A filed with the SEC on April 3, 2015)
|
| 10.3 |
|
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) |
| 10.4 |
|
Agency Agreement between Northstar Healthcare Inc. and PI
Financial Corp. dated December 16, 2013 (incorporated by reference to
Exhibit 10.6 to Nobilis Health Corp’s Registration Statement on Form 10
filed with the SEC on August 26, 2014) |
| 10.5 |
|
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) |
| 10.6 |
|
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) |
| 10.7 |
|
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) |
| 10.8 |
|
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) |
| 10.9 |
|
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) |
| 10.10 |
|
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) |
| 10.11 |
|
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) |
| 10.12 |
|
Sublease between Northstar Healthcare Inc. and NHS ASC-
Dallas, LLC dated December 1, 2013 (incorporated by reference to Exhibit
10.15 to Nobilis Health Corp.’s Registration Statement on Form 10,
Amendment No. 2, filed with the SEC on December 23, 2014) |
| 10.13 |
|
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) |
| 10.14 |
|
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) |
| 10.15 |
|
Joinder Agreement dated as of October 15, 2013, among
between Vantage Drilling ROCO S.R.L., Vantage Drilling
|
16
| Exhibit |
|
|
| No. |
|
Description |
|
|
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) |
| 10.16 |
|
Second Amendment to Lease between Lenox Hill Holdings,
Ltd. and First Street Surgical Center dated November 29, 2013
(incorporated by reference to Exhibit 10.19 to Nobilis Health Corp.’s
Registration Statement on Form 10, Amendment No. 2, filed with the SEC on
December 23, 2014) |
| 10.17 |
|
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) |
| 10.18 |
|
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) |
| 10.19 |
|
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) |
| 10.20 |
|
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) |
| 10.21 |
|
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) |
| 10.22 |
|
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) |
| 10.23 |
|
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) |
| 10.24 |
|
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) |
| 10.25 |
|
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) |
| 10.26 |
|
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) |
| 10.27 |
|
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) |
| 10.28 |
|
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) |
| 10.29 |
|
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) |
| 10.30 |
|
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) |
| 10.31 |
|
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) |
| 10.32 |
|
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) |
| 10.33 |
|
Credit Agreement dated as of March 31, 2015 by and among
Nobilis Health Corp., Northstar Healthcare Holdings, Inc., Northstar
Healthcare Acquisitions, L.L.C., the Credit Parties named therein, and
General Electric Capital Corporation (incorporated by reference to Exhibit
1.1 to Nobilis Health Corp.’s Current Report on Form 8-K dated April 1,
2015 filed with the SEC on April 2, 2015) |
| 10.34 |
|
Term Note dated as of May 31, 2015 (incorporated by
reference to Exhibit 1.2 to Nobilis Health Corp.’s Current Report on Form
8-K dated April 1, 2015 filed with the SEC on April 2, 2015)
|
17
| Exhibit |
|
|
| No. |
|
Description |
| 10.35 |
|
Revolving Loan Note dated as of May 31, 2015
(incorporated by reference to Exhibit 1.3 to Nobilis Health Corp.’s
Current Report on Form 8-K dated April 1, 2015 filed with the SEC on April
2, 2015) |
| 10.36 |
|
Guaranty and Security Agreement dated as of March 31,
2015 by and among Northstar Healthcare Acquisitions, L.L.C., the Grantors
named therein and General Electric Capital Corporation (incorporated by
reference to Exhibit 1.4 to Nobilis Health Corp.’s Current Report on Form
8-K dated April 1, 2015 filed with the SEC on April 2, 2015) |
| 10.37 |
|
Second Amendment to Credit Agreement and Conditional
Waiver dated as of July 30, 2015 among Northstar Healthcare Acquisitions,
L.L.C., the other Credit Parties named therein and General Electric
Capital Corporation (incorporated by reference to Exhibit 10.6 to Nobilis
Health Corp.’s Current Report on Form 8-K dated July 29, 2015 filed with
the SEC on August 4, 2015) |
| 10.38 |
|
Partnership Interest Purchase Agreement dated as of April
18, 2015 by and among Nobilis Health Holdings Corp., Victory Parent
Company LLC and Victory Medical Center Houston GP, LLC (incorporated by
reference to Exhibit 1.4 to Nobilis Health Corp.’s Current Report on Form
8-K dated April 18, 2015 filed with the SEC on April 27, 2015) |
| 10.39 |
|
Underwriting Agreement dated as of May 13, 2015
(incorporated by reference to Exhibit 10.1 to Nobilis Health Corp.’s
Current Report on Form 8-K dated May 13, 2015 filed with the SEC on May
15, 2015) |
| 10.40 |
|
Asset Purchase Agreement dated as of July 28, 2015, by
and among Marsh Lane Surgical Hospital, LLC, Nobilis Health Corp., Victory
Medical Center Plano, LP and Victory Parent Company, LLC (incorporated by
reference to Exhibit 10.1 to Nobilis Health Corp.’s Current Report on Form
8-K dated July 29, 2015 filed with the SEC on August 4, 2015) |
| 10.41 |
|
Loan Agreement dated as of July 30, 2015 between Marsh
Lane Surgical Hospital, LLC and LegacyTexas Bank (incorporated by
reference to Exhibit 10.2 to Nobilis Health Corp.’s Current Report on Form
8-K dated July 29, 2015 filed with the SEC on August 4, 2015) |
| 10.42 |
|
Term Note dated July 30, 2015 (incorporated by reference
to Exhibit 10.3 to Nobilis Health Corp.’s Current Report on Form 8-K dated
July 29, 2015 filed with the SEC on August 4, 2015) |
| 10.43 |
|
Guaranty dated as of July 30, 2015 by Nobilis Health
Corp. (incorporated by reference to Exhibit 10.4 to Nobilis Health Corp.’s
Current Report on Form 8-K dated July 29, 2015 filed with the SEC on
August 4, 2015) |
| 10.44 |
|
Subordination Agreement dated as of July 30, 2015 by and
between LegacyBank Texas, General Electric Capital Corporation, consented
to and acknowledged by Nobilis Health Corp. (incorporated by reference to
Exhibit 10.5 to Nobilis Health Corp.’s Current Report on Form 8-K dated
July 29, 2015 filed with the SEC on August 4, 2015) |
| 10.45 |
|
Confidential Agreement effective as of June 30, 2015, by
and among Nobilis Health Corp, Northstar Healthcare Subco, LLC, and
certain other parties named therein (incorporated by reference to Exhibit
10.1 to Nobilis Health Corp.’s Quarterly Report on Form 10-Q/A filed with
the SEC on September 28, 2015) |
| 10.46 |
|
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) |
| 10.47 |
|
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) |
| 10.48 |
|
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) |
| 10.49 |
|
Master Agreement by and between SH Operating, LLC, The
Pain Center Alliance, LLC, and Nobilis Health Corp. dated September 22,
2015 (incorporated by reference to Exhibit 10.1 to Nobilis Health Corp.’s
Current Report on Form 8-K filed with the SEC on September 28, 2015)
|
| 10.50 |
|
Operating Agreement of Perimeter Road Surgical Hospital,
LLC, by and among Northstar Healthcare Subco, LLC, SH Operating, LLC and
The Pain Center Alliance, dated October 31, 2015 (incorporated by
reference to Exhibit 10.1 to Nobilis Health Corp.’s Current Report on Form
8-K filed with the SEC on November 5, 2015) |
| 10.51 |
|
Sublease Agreement by and between SH Operating, LLC and
Perimeter Road Surgical Hospital, LLC, dated October 31, 2015
(incorporated by reference to Exhibit 10.1 to Nobilis Health Corp.’s
Current Report on Form 8-K filed with the SEC on November 5, 2015)
|
| 10.52 |
|
Third Amendment to Credit Agreement dated as of November
30, 2015, among Northstar Healthcare Acquisitions, L.L.C. and Healthcare
Financial Solutions, LLC (as successor in interest to General Electric
Capital Corporation) (incorporated by reference to Exhibit 10.1 to Nobilis
Health Corp.’s Current Report on Form 8-K filed with the SEC on December
4, 2015) |
| 10.53 |
|
Conditional Waiver Letter Agreement dated as of November
30, 2015, by and between Northstar Healthcare Acquisitions, L.L.C. and
Healthcare Financial Solutions, LLC (incorporated by reference to Exhibit
10.1 to Nobilis Health Corp.’s Current Report on Form 8-K filed with the
SEC on December 4, 2015) |
| 10.54 |
|
Separation Agreement and Release, dated as of January 6,
2016, by and between Nobilis Health Corp. and Chris Lloyd (incorporated by
reference to Exhibit 10.1 to Nobilis Health Corp.’s Current Report on Form
8-K filed with the SEC on January 8, 2016) |
18
| Exhibit |
|
|
| No. |
|
Description |
| 10.55 |
|
Fourth Amendment to Credit Agreement dated as of March
11, 2016 by and among Northstar Healthcare Acquisitions, L.L.C., the other
Credit Parties thereto and Healthcare Financial Solutions, LLC (as
successor in interest to General Electric Capital Corporation)
(incorporated by reference to Exhibit 10.53 to Nobilis Health Corp.’s
Annual Report on Form 10-K filed with the SEC on March 15, 2016) |
| 10.56 |
|
Waiver Letter dated March 11, 2016, by and between
Healthcare Financial Solutions, LLC and Northstar Healthcare Acquisitions,
L.L.C. (incorporated by reference to Exhibit 10.54 to Nobilis Health
Corp.’s Annual Report on Form 10-K filed with the SEC on March 15, 2016) |
| 10.57 |
|
First Amendment to Employment Agreement effective as of
January 6, 2016, by and among Harry J. Fleming, Northstar Healthcare
Acquisitions, L.L.C. and Nobilis Health Corp. (filed herewith) |
| 10.58 |
|
First Amendment to Lease Agreement dated as of March 29,
2016, by and between FSP Energy Tower I Limited Partnership and Northstar
Healthcare Acquisitions, L.L.C. (filed herewith) |
| 31.1 |
|
Certification of Principal Executive Officer Pursuant to
Section 302 (filed herewith) |
| 31.2 |
|
Certification of Principal Financial and Accounting
Officer Pursuant to Section 302 (filed herewith) |
| 32.1 |
|
Certification of Principal Executive Officer Pursuant to
Section 906 (filed herewith) |
| 32.2 |
|
Certification of Principal Financial and Accounting
Officer Pursuant to Section 906 (filed herewith) |
| 101.INS |
|
XBRL Instance Document (incorporated by reference to
Exhibit 101.INS to Nobilis Health Corp.’s Annual Report on Form 10-K filed
with the SEC on March 15, 2016) |
| 101.SCH |
|
XBRL Taxonomy Extension Schema Document (incorporated by
reference to Exhibit 101.SCH to Nobilis Health Corp.’s Annual Report on
Form 10-K filed with the SEC on March 15, 2016) |
| 101.CAL |
|
XBRL Taxonomy Extension Calculation Link Document
(incorporated by reference to Exhibit 101.CAL to Nobilis Health Corp.’s
Annual Report on Form 10-K filed with the SEC on March 15, 2016) |
| 101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document
(incorporated by reference to Exhibit 101.DEF to Nobilis Health Corp.’s
Annual Report on Form 10-K filed with the SEC on March 15, 2016) |
| 101.LAB |
|
XBRL Taxonomy Extension Label Link base Document
(incorporated by reference to Exhibit 101.LAB to Nobilis Health Corp.’s
Annual Report on Form 10-K filed with the SEC on March 15, 2016) |
| 101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document
(incorporated by reference to Exhibit 101.PRE to Nobilis Health Corp.’s
Annual Report on Form 10-K filed with the SEC on March 15, 2016) |
19
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
NOBILIS HEALTH CORP. |
| |
(Registrant) |
| |
|
| |
|
| Dated: April 29, 2016 |
/s/ Harry Fleming |
| |
Harry Fleming |
| |
Chief Executive Officer |
| |
(Principal Executive Officer)
|
| |
|
| |
|
| Dated: April 29, 2016 |
/s/ Kenneth Klein |
| |
Kenneth Klein |
| |
Chief Financial Officer |
| |
(Principal Financial Officer)
|
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
| Dated: April 29, 2016 |
/s/ Steve Ozonian |
| |
Steve Ozonian |
| |
Chairman of the Board and
Director |
| |
|
| |
|
| Dated: April 29, 2016 |
/s/ Harry Fleming |
| |
Harry Fleming |
| |
Director |
| |
|
| |
|
| Dated: April 29, 2016 |
/s/ Rich Ganley |
| |
Rich Ganley |
| |
Director |
| |
|
| |
|
| Dated: April 29, 2016 |
/s/ Jennifer Hauser |
| |
Jennifer Hauser |
| |
Director |
20
