0001493152-18-008952.txt : 20180619 0001493152-18-008952.hdr.sgml : 20180619 20180619172806 ACCESSION NUMBER: 0001493152-18-008952 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180619 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180619 DATE AS OF CHANGE: 20180619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rennova Health, Inc. CENTRAL INDEX KEY: 0000931059 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 680370244 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35141 FILM NUMBER: 18908032 BUSINESS ADDRESS: STREET 1: 400 S. AUSTRALIAN AVENUE, SUITE 800 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 561-855-1626 MAIL ADDRESS: STREET 1: 400 S. AUSTRALIAN AVENUE, SUITE 800 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 FORMER COMPANY: FORMER CONFORMED NAME: CollabRx, Inc. DATE OF NAME CHANGE: 20120926 FORMER COMPANY: FORMER CONFORMED NAME: TEGAL CORP /DE/ DATE OF NAME CHANGE: 19950918 8-K 1 form8-k.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): June 19, 2018

 

Rennova Health, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-35141   68-0370244
(Commission File Number)   (I.R.S. Employer Identification No.)

 

400 S. Australian Avenue, Suite 800, West Palm Beach,
Florida
  33401
(Address of Principal Executive Offices)   (Zip Code)

 

(561) 855-1626
(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 
 

 

Item 2.02. Results of Operations and Financial Condition.

 

On June 19, 2018, Rennova Health, Inc. (the “Company”) issued a press release announcing its operating results for the three months ended March 31, 2018. A copy of the press release is attached as Exhibit 99.1 to this report.

 

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Exhibit Description
     
99.1   Press Release dated June 19, 2018

 

2 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 19, 2018 RENNOVA HEALTH, INC.
     
  By: /s/ Seamus Lagan
    Seamus Lagan
    Chief Executive Officer
    (principal executive officer)

 

3 
 

 

EXHIBIT INDEX

 

Exhibit No.   Exhibit Description
     
99.1   Press Release dated June 19, 2018

 

4 
 

EX-99.1 2 ex99-1.htm

 

 

  

Rennova Health reports first quarter 2018 FINANCIAL RESULTS

 

WEST PALM BEACH, Fla. (June 19, 2018) – Rennova Health, Inc. (OTCQB: RNVA), (OTCQB: RNVAW), (“Rennova” or the “Company”) a vertically integrated provider of industry-leading diagnostics and supportive software solutions to healthcare providers that acquired its second rural hospital in Tennessee on June 1, 2018, reports financial results for the three months ended March 31, 2018 and provides a business update.

 

Rennova Health is a provider of an expanding number of services for healthcare providers and their patients. The Company’s principal lines of business are (i) clinical laboratory operations; and (ii) Hospital Operations. The Company presents its financial results based upon these two business segments.

 

We intend to expand our business operations in each sector in which we operate and will continue to assess the best way to do so to provide value to our shareholders.

 

Highlights from the first quarter of 2018 and recent weeks include:

 

Completed the acquisition of our second rural hospital in Jamestown, Tennessee at a total cost of approximately $1,100,000 from Community Health Systems (CHS)
Raised $3 million in private placements of convertible notes.
Separated and progressed plans to spin out two divisions, Genetic diagnostics and interpretation (AMSG) and the Software division (HTS)
Increased authorized common stock to 3,000,000,000 shares

 

On January 31, 2018, the Company entered into an asset purchase agreement (the “Purchase Agreement”) to acquire certain assets related to an acute care hospital located in Jamestown, Tennessee. The purchase was completed on June 1, 2018. The hospital was acquired by a newly formed subsidiary, Jamestown TN Medical Center, Inc., and is an 85-bed facility of approximately 90,000 square feet on over eight acres of land, which offers a 24-hour Emergency Department with two spacious trauma bays and seven private exam rooms, inpatient and outpatient medical services and a Progressive Care Unit which provides telemetry services. The acquisition also included a separate physician practice which will now operate under Rennova as Mountain View Physician Practice, Inc.

 

Net annual revenues in recent years for the hospital in Jamestown have been approximately $15 million with government payers including Medicare and Medicaid accounting for in excess of 60% of the payor mix. Rennova does not expect this payer mix to change significantly in the near future. The hospital was acquired for approximately $635,000 from Community Health Systems, Inc. Diligence, legal and other costs associated with the acquisition are estimated to be approximately $500,000 meaning the total cost of acquisition to the Company is approximately $1,100,000.

 

Jamestown is located 38 miles from the Company’s existing hospital, the Big South Fork Medical Center, which is in Oneida, Tennessee.

 

The Company has secured net proceeds of $3,000,000 in 2018 by entering into Additional Issuance Agreements with two existing institutional investors whereby the Company issued $3.72 million aggregate principle of Senior Secured Original Discount Convertible Debentures due September 19, 2019.

 

“Our second hospital acquisition confirms our determination to expand our business model into a sector where the provision of needed services is less reliant on an expensive sales strategy and more reliant on management of inherently predictable revenues and related costs,” said Seamus Lagan, CEO of Rennova. “We look forward to adding additional services and revenue by more fully utilizing the capacity of beds and floor space in our current hospitals and will continue to pursue other acquisitions and opportunities in the areas surrounding our current facilities. We have started to see benefit to our Q1 revenues from our first hospital and expect this benefit to increase as collections and revenue recognition grow in coming months from currently owned business and in the future from anticipated acquisitions”.

 

 

 

 

Financial Results

 

Based on new FASB rules for revenue recognition that became effective January 1 2018, bad debts are now treated similar to contractual adjustments and directly reduce sales revenue. In an abundance of caution through the startup period of our Oneida hospital the Company has reserved a bad debt number of $591,323, which, when set against sales revenues of $2,191,983 means the Company is reporting net revenues for the first quarter of 2018 of $1.6 million. This is compared with $0.7 million for the first quarter of 2017. The increase was due to the recognition of $1.6 million in revenues in the Hospital segment derived from the opening of the Big South Fork Medical Center in August 2017. The Company will continue to review its provision for bad debt. Total direct costs of revenue increased by $1.8 million compared to the three months ended March 31, 2017 mainly due to the operating costs of our Hospital Operations.

 

General and administrative expenses decreased by $0.4 million, or 13%, compared to the same period a year ago.

 

There was a decline in sales and marketing expenses of $0.2 million, or 100%, for the three months ended March 31, 2018 as compared to the three months ended March 31, 2017.

 

Bad debt expense for the three months ended March 31, 2018 was $0.6 million, as compared to zero for the three months ended March 31, 2017. The increase is related to allowance for doubtful accounts and allowance billing adjustments by insurance companies.

 

Depreciation and amortization expense was $0.3 million for the three months ended March 31, 2018 as compared to $0.4 million for the same period a year ago.

 

The Company’s operating loss decreased by $0.2 million for the three months ended March 31, 2018 as compared to same period a year ago. Interest expense for the three months ended March 31, 2018 was $2.5 million, as compared to $45.6 million for the three months ended March 31, 2017. Other income decreased by $0.6 million for the three months ended March 31, 2018 as compared to same period a year ago.

 

The Company’s net loss increased by $98.1 million, to $146.7 million for the three months ended March 31, 2018, as compared to $48.6 million for the three months ended March 31, 2017. The decrease is due primarily to the revaluation of our derivative liability. The increase in the fair value of the derivative liabilities is primarily due to the increase in the Company’s quoted trading price from $0.003 on December 31, 2017 to $0.009 on March 31, 2018.   Because the exercise price of a significant portion of the Company’s outstanding warrants are currently exercisable at $0.0038 per share, and subject to further reduction in their exercise price in the event of further issuances at lower than $0.0038 per share, the fair value of the warrants increased significantly during the three months ended March 31, 2018.

 

At March 31, 2018, we had $35 thousand in cash on hand from continuing operations, a working capital deficit of $174.8 million and a stockholders’ deficit of $183.9 million. In addition, we incurred a loss from continuing operations of $3.7 million for the quarter ended March 31, 2018. Our cash position is critically deficient and payments critical to our ability to operate are not being made in the ordinary course. Our fixed operating expenses, including payroll, rent, capital lease payments and other fixed expenses, including the costs required to operate Big South Fork Medical Center, which began operations on August 8, 2017, are approximately $1.5-$2.0 million per month.

 

 

 

 

For the quarters ended March 31, 2018 and 2017, we have financed our operations primarily from the sale of our equity securities, the issuance of debentures, short-term advances from related parties, and the proceeds we received from pledging certain of our accounts receivable. Future cash needs for working capital, capital expenditures and potential acquisitions will require management to seek additional equity or obtain additional credit facilities. The sale of additional equity will result in additional dilution to our stockholders. A portion of our cash may be used to acquire or invest in complementary businesses or products or to obtain the right to use complementary technologies. From time to time, in the ordinary course of business, we evaluate potential acquisitions of such businesses, products or technologies.

 

About Rennova Health, Inc.

 

Rennova provides industry-leading diagnostics and supportive software solutions to healthcare providers, delivering an efficient, effective patient experience and superior clinical outcomes. Through an ever-expanding group of strategic brands that work in unison to empower customers, we are creating the next generation of healthcare. For more information, please visit www.rennovahealth.com.

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Additional information concerning these and other risk factors are contained in the Company’s most recent filings with the Securities and Exchange Commission.  The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

 

Contacts:

Rennova Health, Inc.
Sebastien Sainsbury, 561-666-9818
ssainsbury@rennovahealth.com

 

Tables to follow

 

# # #

 

 

 

 

RENNOVA HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

   Three Months Ended 
   March 31, 
   2018   2017 
         
Net revenues  $1,601,661   $684,265 
           
Operating expenses:          
Direct costs of revenue   2,089,366    244,831 
General and administrative   2,892,019    3,316,448 
Sales and marketing expenses   (1,215)   252,314 
Depreciation and amortization   333,515    426,929 
Total operating expenses   5,313,685    4,240,522 
           
Loss from continuing operations before other income (expense) and income taxes   (3,712,024)   (3,556,257)
           
Other income (expense):          
Other income   11,969    - 
Change in fair value of derivative instruments   (139,779,232)   563,617 
Interest expense   (3,307,014)   (45,642,525)
Total other income (expense), net   (143,074,277)   (45,078,908)
           
Net loss from continuing operations before income taxes   (146,786,301)   (48,635,165)
           
Provision for income taxes   76    3,250 
           
Net loss from continuing operations   (146,786,377)   (48,638,415)
           
Net income (loss) from discontinued operations   421,793    (1,066,292)
           
Net loss   (146,364,584)   (49,704,707)
           
Net loss to common shareholders  $(146,364,584)  $(49,704,707)
           
Net loss per common share:          
Basic and diluted: continuing operations  $(0.66)  $(0.66)
           
Basic and diluted: discontinued operations   -    (0.01)
           
Total Basic and diluted  $(0.66)  $(0.67)
Weighted average number of common shares outstanding during the period:          
Basic and diluted   221,942,501    73,464,705 

 

 

 

 

RENNOVA HEALTH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   March 31, 2018   December 31, 2017 
    (unaudited)      
ASSETS          
Current assets:          
Cash  $35,096   $- 
Accounts receivable, net   1,101,758    971,312 
Inventory   251,029    236,914 
Prepaid expenses and other current assets   35,350    9,842 
Income tax refunds receivable   1,915,343    1,940,845 
Current assets of AMSG and HTS classified as held for sale   222,051    226,732 
Total current assets   3,560,627    3,385,645 
           
Property and equipment, net   2,362,225    2,695,440 
Deposits   193,006    180,875 
Non-current assets of AMSG and HTS classified as held for sale   21,912    28,834 
           
Total assets  $6,137,770   $6,290,794 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities:          
Accounts payable (includes related parties of $0.3 and $0.2 million, respectively)  $4,605,123   $4,188,678 
Accrued expenses (includes related parties of $0.1 and $0.1 million, respectively)   4,131,767    4,967,405 
Income taxes payable   1,968,750    1,971,592 
Current portion of notes payable   6,957,830    6,957,830 
Current portion of notes payable, related parties   1,068,500    1,128,500 
Current portion of capital lease obligations   1,715,727    2,079,137 
Current portion of debentures   3,445,841    1,615,693 
Current portion of derivative liabilities   152,423,375    12,435,250 
Current liabilities of AMSG and HTS classified as held for sale   2,062,992    1,972,854 
Total current liabilities   178,379,905    37,316,939 
           
Other liabilities:          
Debentures, net current portion   3,794,079    3,752,022 
           
Total liabilities   182,173,984    41,068,961 
           
Redeemable Preferred Stock I-1   5,835,294    5,835,294 
Redeemable Preferred Stock I-2   2,036,118    - 
Stockholders’ deficit:          
Series G preferred stock, $0.01 par value, 14,000 shares authorized, 215 shares issued and outstanding   2    2 
Series H preferred stock, $0.01 par value, 14,202 shares authorized, 60 shares issued and outstanding   -    - 
Series F preferred stock, $0.01 par value, 1,750,000 shares authorized, 1,750,000 shares issued and outstanding   17,500    17,500 
Common stock, $0.01 par value, 3,000,000,000 shares authorized, 499,992,133 and 19,750,844 shares issued and outstanding   4,999,922    197,508 
Additional paid-in-capital   126,619,959    128,351,954 
Accumulated deficit   (315,545,009)   (169,180,425)
Total stockholders’ deficit   (183,907,626)   (40,613,461)
Total liabilities and stockholders’ deficit  $6,137,770   $6,290,794 

 

 

 

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