Nobilis Health Receives NYSE American Notice Regarding Low Selling Price Issues
Business Wire 5-Jun-2019 5:00 PM
Nobilis Health Corp. (NYSE:HLTH) ("Nobilis" or the "Company")
announced today that on May 30, 2019, it received notice from the NYSE
American LLC (the "NYSE American") that the Company is not in compliance
with the continued listing standards set forth in Section 1003(f)(v) of
the NYSE American Company Guide regarding low selling price issues.
Specifically, the notice stated that the Company's common shares have
been selling for a low per share price for a substantial period of time
and, pursuant to Section 1003(f)(v) of the NYSE American Company Guide,
the Company's continued listing is predicated on it effecting a reverse
stock split of its common shares or otherwise demonstrating a sustained
price improvement within a reasonable period of time, which the NYSE
American determined to be no later than November 30, 2019. The notice
further stated that as a result of the foregoing, the Company has become
subject to the procedures and requirements of Section 1009 of the NYSE
American Company Guide, which could, among other things, result in the
initiation of delisting proceedings.
The Company intends to monitor the market price of its common shares and
is reviewing all available options. The Company's common shares will
continue to be listed on the NYSE American during this period, subject
to the Company's compliance with other continued listing standards,
including as discussed below.
As previously reported, on November 15, 2018, the Company received a
notice from the NYSE American that the Company was not in compliance
with the NYSE American's continued listing standards under the timely
filing criteria established in Section 1007 of the NYSE American Company
Guide, as a result of the Company's failure to timely file its Quarterly
Report on Form 10-Q for the three months ended September 30, 2018. On
May 16, 2019, the Company received notice from the NYSE American that
NYSE Regulation has accepted the Company's plan to regain compliance
with the continued listing standards set forth in Sections 134 and 1101
of the NYSE American Company Guide and granted an extension of the plan
period through August 31, 2019, subject to periodic review by NYSE
Regulation for compliance with adherence to the milestones set forth in
the Company's plan. As a result, the listing of the Company's common
shares on the NYSE American is being continued pursuant to an extension
during the plan period. If the Company is not in compliance with the
continued listing standards set forth in by August 31, 2019, or if the
Company does not make progress consistent with the plan during the plan
period, NYSE Regulation may initiate delisting proceedings as
appropriate.
As the Company has previously stated, additional time is required for
the Company and its auditor to complete their review of the Company's
financial statements in order to finalize the delinquent filings. The
Company is re-evaluating the Net Realizable Value on its Accounts
Receivable and intends to make a significant adjustment to the carrying
value of accounts receivable, primarily on out of network claims greater
than 365 days old. The final adjustment is subject to the completion of
the Company's and auditor's review.
About Nobilis Health Corp.
Nobilis Health (www.NobilisHealth.com)
is a full-service healthcare development and management company, with
multiple locations across Texas and Arizona, including hospitals,
ambulatory surgery centers, and clinics. In addition, Nobilis Health
partners with facilities across the country. Nobilis Health's business
model connects patients with physicians and delivers the highest quality
healthcare.
Forward-Looking Statements
This press release contains certain forward-looking statements within
the meaning of Canadian and United States securities laws, including the
safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. Forward-looking statements
include all statements that do not relate solely to historical or
current facts and may be identified by the use of words such as "may,"
"believe," "will," "expect," "project," "estimate," "anticipate," "plan"
or "continue." These forward-looking statements, including statements
about our compliance with the continued listing standards of the NYSE
American Company Guide, are based on current plans and expectations and
are subject to a number of risks, uncertainties and other factors which
could significantly affect current plans and expectations and our future
financial condition and results. These factors, which could cause actual
results, performance and achievements to differ materially from those
anticipated, include, but are not limited to our continued listing on
the NYSE American; the future market price of the Company's common
shares; our ability to successfully maintain effective internal controls
over financial reporting; our ability to implement our business
strategy, manage the growth in our business, and integrate acquired
businesses; the risk of litigation and investigations, and liability
claims for damages and other expenses not covered by insurance; the risk
that payments from third-party payers, including government healthcare
programs, may decrease or not increase as costs increase; adverse
developments affecting the medical practices of our physician limited
partners; our ability to maintain favorable relations with our physician
limited partners; our ability to grow revenues by increasing case and
procedure volume while maintaining profitability at the Nobilis
facilities; failure to timely or accurately bill for services; our
ability to compete for physician partners, patients and strategic
relationships; the risk of changes in patient volume and patient mix;
the risk that laws and regulations that regulate payments for medical
services made by government healthcare programs could cause our revenues
to decrease; the risk that contracts are cancelled or not renewed or
that we are not able to enter into additional contracts under terms that
are acceptable to us; and the risk of potential decreases in our
reimbursement rates. The foregoing are significant factors we think
could cause our actual results to differ materially from expected
results. However, there could be additional factors besides those listed
herein that also could affect us in an adverse manner.
We have not undertaken any obligation to publicly update or revise any
forward-looking statements. All of our forward-looking statements speak
only as of the date of the document in which they are made or, if a date
is specified, as of such date. Subject to any mandatory requirements of
applicable law, we disclaim any obligation or undertaking to provide any
updates or revisions to any forward-looking statement to reflect any
change in our expectations or any changes in events, conditions,
circumstances or information on which the forward-looking statement is
based. All subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly
qualified in their entirety by the foregoing factors and other risks
identified in our most recent Annual Report on Form 10-K and other
filings with the Securities and Exchange Commission, including but not
limited to the risk factors discussed therein.
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