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8-K - FORM 8-K - AMERICA SERVICE GROUP INC /DE | g22346e8vk.htm |
EX-10.2 - EX-10.2 - AMERICA SERVICE GROUP INC /DE | g22346exv10w2.htm |
EX-10.1 - EX-10.1 - AMERICA SERVICE GROUP INC /DE | g22346exv10w1.htm |
Exhibit 99.1
Contact:
|
Richard Hallworth | Michael W. Taylor | ||
President and Chief | Executive Vice President | |||
Executive Officer | and Chief Financial Officer | |||
(615) 373-3100 | (615) 373-3100 |
AMERICA SERVICE GROUP ANNOUNCES
FOURTH QUARTER AND YEAR END RESULTS
FOURTH QUARTER AND YEAR END RESULTS
Company Announces Settlements in Principle in Shareholder Litigation
and Certain Other Significant Legal Matters,Provides Initial Guidance for Full-Year 2010 Results and Increases Quarterly Dividend
Fourth Quarter Highlights:
| Increase in healthcare revenues from continuing contracts of 36.7% from the prior year quarter; |
| Increase in gross margin from continuing contracts to 10.6% of healthcare revenues in the quarter, from 8.2% in the prior year quarter; |
| Increase in Adjusted EBITDA to $8.7 million in the quarter, from $3.8 million in the prior year quarter; |
| Net loss of $236,000 in the quarter, due to settlement reached in principle in shareholder litigation; |
| Increase in pro forma net income to $4.3 million in the quarter, excluding after tax costs related to the shareholder litigation settlement in the quarter, from $1.3 million in the prior year quarter; |
| Cash and cash equivalents of $37.7 million at December 31, 2009; |
| No debt outstanding at December 31, 2009; and |
| Increase in quarterly dividend of 20%. |
BRENTWOOD, Tennessee (March 2, 2010) America Service Group Inc. (NASDAQ:ASGR) announced today
results for the fourth quarter and year ended December 31, 2009, and announced settlements in
principle in shareholder litigation and other significant legal matters, provided its initial
guidance for full-year 2010 results and increased its quarterly dividend.
Commenting on todays announcement, Richard Hallworth, president and chief executive officer of
America Service Group, said, We are extremely pleased with our performance in the fourth quarter.
Our contract portfolio produced strong results, we were able to resolve several outstanding
litigation matters, we had positive reserve development in professional liability claims, and we
attained yet another record low level of days sales outstanding in accounts receivable. Though we
lowered 2009 Adjusted EBITDA guidance in November, our full year results exceeded even our original
guidance. 2010 is shaping up to be an exciting year with a very robust pipeline, including some key
Greenfield opportunities.
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Income Statement Presentation Format as a Result of United States Generally Accepted
Accounting Principles (GAAP) Related to Discontinued Operations
As noted in its 2008 annual report on Form 10-K, the Company is applying the discontinued
operations provisions of GAAP to all service contracts that expire subsequent to January 1, 2002.
In accordance with GAAP, the results of operations of contracts that expire, less applicable income
taxes are classified on the Companys consolidated statements of operations separately from
continuing operations. The presentation prescribed for discontinued operations requires the
collapsing of healthcare revenues and expenses, as well as other specifically identifiable costs,
into the income or loss from discontinued operations, net of taxes. Items such as indirect
selling, general and administrative expenses or interest expense cannot be allocated to expired
contracts. The GAAP accounting presentation as it relates to discontinued operations and the
Companys expired contracts has no impact on net income, earnings per share, total cash flows or
stockholders equity.
As a result of the application of GAAP related to discontinued operations, healthcare revenues
and healthcare expenses on the Companys consolidated statements of operations for any period
presented will only include revenues and expenses from continuing contracts. The Company will also
discuss Total Revenues, Total Healthcare Expenses, and Total Gross Margin, which will include
all of the Companys revenues and healthcare expenses for a period (i.e., healthcare revenues plus
revenues from expired service contracts, or healthcare expenses plus expenses from expired
contracts less share-based compensation expense). Total Gross Margin is defined as Total Revenues
less Total Healthcare Expenses. Total Gross Margin excludes share-based compensation expense.
Reconciliations of healthcare revenues to Total Revenues, healthcare expenses to Total Healthcare
Expenses and gross margin to Total Gross Margin are found in the attached schedules.
Results for Fourth Quarter and Year Ended December 31, 2009
Healthcare revenues from continuing contracts for the fourth quarter of 2009 were $160.8 million,
an increase of 36.7% over the prior year quarter. Healthcare revenues from continuing contracts
for the year ended December 31, 2009, were $606.2 million, an increase of 25.0% over the prior year
period. Total Revenues, which include revenues from continuing and discontinued contracts, for the
fourth quarter of 2009 were $161.1 million, an increase of 32.9% from the prior year quarter.
Total Revenues for the year ended December 31, 2009, were $610.5 million, an increase of 20.9% from
the prior year period. The increase in both healthcare revenues from continuing contracts as well
as Total Revenues from the prior year quarter and year ended December 31 is primarily due to the
commencement of services on April 1, 2009, under the Companys new contract with the State of
Michigan Department of Corrections.
Healthcare expenses from continuing contracts for the fourth quarter of 2009 were $143.8 million,
or 89.4% of healthcare revenues, as compared with $108.0 million, or 91.8% of healthcare revenues,
in the prior year quarter. Healthcare expenses from continuing contracts for the year ended
December 31, 2009, were $558.2 million, or 92.1% of healthcare revenues, as compared with $445.2
million, or 91.8% of healthcare revenues, in the prior year period. Healthcare expenses were
reduced in the fourth quarter of 2009 by positive reserve development related to professional
liability claims of $2.3 million. For the year ended December 31, 2009, healthcare expenses were
negatively impacted by adverse reserve development related to professional liability claims of $3.2
million. Two professional liability claims incurred $3.8 million of adverse reserve development
for the year ended December 31, 2009. These two claims have now been settled, one of which is
subject to court affirmation. All other professional liability claims realized $504,000 of
positive reserve development for the year ended December 31, 2009. Total adverse reserve
development related to professional liability claims in the fourth quarter and year ended December
31, 2008, were $4.2 million and $6.3 million, respectively. Total Healthcare Expenses, which
include expenses from continuing and discontinued contracts but excludes share-based compensation
expense, for the fourth quarter of
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2009 were $144.1 million, or 89.5% of Total Revenues, as compared with $111.6 million, or 92.1% of
Total Revenues, in the prior year quarter. Total Healthcare Expenses for the year ended December
31, 2009, were $562.8 million, or 92.2% of Total Revenues, as compared with $464.0 million, or
91.9% of Total Revenues, in the prior year period. The increase in both healthcare expenses from
continuing contracts as well as Total Healthcare Expenses from the prior year quarter and year
ended December 31 is primarily due to the commencement of services on April 1, 2009, under the
Companys new contract with the State of Michigan Department of Corrections.
Gross margin from continuing contracts for the fourth quarter of 2009 was $17.0 million, or 10.6%
of healthcare revenues, as compared with $9.6 million, or 8.2% of healthcare revenues, in the prior
year quarter. Gross margin from continuing contracts for the year ended December 31, 2009, was
$47.9 million, or 7.9% of healthcare revenues, as compared with $39.9 million, or 8.2% of
healthcare revenues, in the prior year period. Total Gross Margin, which includes continuing and
discontinued contracts and excludes share-based compensation expense, for the fourth quarter of
2009 was $17.0 million, or 10.5% of Total Revenues, as compared with $9.6 million, or 7.9% of Total
Revenues, in the prior year quarter. Total Gross Margin for the year ended December 31, 2009, was
$47.7 million, or 7.8% of Total Revenues, as compared with $41.1 million, or 8.1% of Total
Revenues, in the prior year period.
Selling, general and administrative expenses for the fourth quarter of 2009 were $8.7 million, or
5.4% of healthcare revenues, as compared with $6.2 million, or 5.3% of healthcare revenues, in the
prior year quarter. Selling, general and administrative expenses for the year ended December 31,
2009, were $30.0 million, or 4.9% of healthcare revenues, as compared with $27.0 million, or 5.6%
of healthcare revenues, in the prior year period. Included in selling, general and administrative
expenses is accrued bonus expense related to the Companys 2009 incentive compensation plan of $1.6
million in the fourth quarter of 2009 due to the financial performance of the quarter. The Company
has recorded accrued bonus expense of $2.7 million in the year ended December 31, 2009. This is
compared with a reduction of $26,000 of accrued bonus expenses in the prior year quarter and $1.6
million of accrued bonus expense for the year ended December 31, 2008, respectively, related to the
Companys 2008 incentive compensation plan. Included in selling, general and administrative
expenses is share-based compensation expense of $428,000 and $455,000 for the fourth quarters of
2009 and 2008, respectively, and $1.8 million and $2.0 million for the year ended December 31, 2009
and 2008, respectively. Selling, general and administrative expenses, excluding share-based
compensation expense, as a percentage of Total Revenues for the fourth quarter of 2009 were 5.1%,
as compared with 4.8% in the prior year quarter. Selling, general and administrative expenses,
excluding share-based compensation expense, as a percentage of Total Revenues for the year ended
December 31, 2009, were 4.6%, as compared with 5.0% in the prior year period.
Expenses related to the Companys Audit Committee investigation into certain matters at Secure
Pharmacy Plus, LLC, the findings of which were reported in March 2006, for the quarters ended
December 31, 2009 and 2008, were $7.3 million and $69,000, respectively, and for the year ended
December 31, 2009 and 2008, were $8.4 million and $226,000, respectively. The expenses incurred in
the fourth quarter and year ended December 31, 2009, are primarily due to the impact of the Company
reaching a settlement in principle on February 19, 2010, regarding the shareholder litigation filed
against the Company and certain individual defendants on April 6, 2006; an insurance settlement
for $8.0 million entered into by the Company with its primary directors and officers liability
(D&O) insurance carrier, previously disclosed by the Company on October 28, 2009; and legal
expenses.
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The settlement regarding the shareholder litigation, which is subject to final documentation as
well as approval by the Court, provides for payment by the Company of $10.5 million and issuance by
the Company of 300,000 shares of common stock and would lead to a dismissal with prejudice of all
claims against all defendants in the litigation. The preliminary total value of the settlement,
based upon the Companys closing share price for its common stock of $15.42 per share on February
19, 2010, is approximately $15.1 million. The final value of the settlement will be determined
based upon the Companys closing share price at the time of final approval of the settlement by the
Court. The settlement provides for price protection to the plaintiffs in the event the closing
share price is below $14.65 per share at the time of final approval of the settlement by the Court.
In such event, the Company would pay in cash the difference between
the share value at the time of final approval and $14.65 per share.
In addition to its primary D&O carrier, the Company also maintains D&O insurance with an excess D&O
carrier that provides for additional coverage of up to $5.0 million for losses in excess of $10.0
million. The Company has been and continues to be in discussions with its excess D&O carrier
concerning the amount of their contribution to the settlement. To date, the excess D&O carrier has
denied coverage of this matter.
Adjusted EBITDA for the fourth quarter of 2009 was $8.7 million, as compared with $3.8 million in
the prior year quarter. Adjusted EBITDA for the year ended December 31, 2009, was $19.5 million,
as compared with $16.0 million in the prior year period. As reflected in the attached schedule,
the Company defines Adjusted EBITDA as earnings before interest expense or income, income taxes,
depreciation, amortization, corporate restructuring expenses, Audit Committee investigation
expenses, including the shareholder litigation expenses and share-based compensation expense. The
Company includes in Adjusted EBITDA the results of discontinued operations under the same
definition.
Depreciation and amortization expense for the fourth quarter of 2009 was $873,000, as compared with
$994,000 in the prior year quarter. Depreciation and amortization expense for the year ended
December 31, 2009, was $2.8 million, as compared with $3.8 million in the prior year period.
Income from operations for the fourth quarter of 2009 was $148,000, as compared with $2.3 million
in the prior year quarter. Income from operations for the year ended December 31, 2009, was $6.7
million, as compared with $6.5 million in the prior year period. Income from operations for the
fourth quarter and year ended December 31, 2009, would have been $7.5 million and $15.1 million,
respectively, excluding expenses related to the Companys Audit Committee investigation into
certain matters at Secure Pharmacy Plus, LLC, including the shareholder litigation expenses
discussed above.
Net interest income for the fourth quarter of 2009 was $31,000, as compared with net interest
expense of $97,000 in the prior year quarter. Net interest expense for the year ended December 31,
2009, was $117,000, as compared with $722,000 in the prior year period.
Income from continuing operations before income taxes for the fourth quarter of 2009 was $179,000,
as compared with $2.2 million in the prior year quarter. Income from continuing operations before
income taxes for the year ended December 31, 2009, was $6.6 million, as compared with $5.8 million
in the prior year period. Income from continuing operations before income taxes for the fourth
quarter and year ended December 31, 2009, would have been $7.5 million and $15.0 million,
respectively, excluding expenses related to the Companys Audit Committee investigation into
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certain matters at Secure Pharmacy Plus, LLC, including the shareholder litigation expenses
discussed above.
The income tax provision for the fourth quarter of 2009 was $354,000, as compared with $1.0 million
in the prior year quarter. The income tax provision for the year ended December 31, 2009, was $3.1
million, as compared with $2.6 million in the prior year period. The income tax provision for the
fourth quarter and year ended December 31, 2009, would have been $3.2 million and $6.3 million,
respectively, excluding the tax effect of expenses, at a normalized tax rate, related to the
Companys Audit Committee investigation into certain matters at Secure Pharmacy Plus, LLC,
including the shareholder litigation expenses discussed above.
The loss from continuing operations after taxes for the fourth quarter of 2009 was $175,000, as
compared with income from continuing operations after taxes of $1.2 million in the prior year
quarter. Income from continuing operations after taxes for the year ended December 31, 2009, was
$3.5 million, as compared with $3.2 million in the prior year period. Income from continuing
operations after taxes for the fourth quarter and year ended December 31, 2009, would have been
$4.3 million and $8.7 million, respectively, excluding after-tax expenses related to the Companys
Audit Committee investigation into certain matters at Secure Pharmacy Plus, LLC, including the
shareholder litigation expenses discussed above.
The loss from discontinued operations, net of taxes, for the fourth quarter of 2009 was $61,000, as
compared with $1,000 in the prior year quarter. The loss from discontinued operations, net of
taxes, for the year ended December 31, 2009, was $209,000, as compared with income from
discontinued operations, net of taxes, of $641,000 in the prior year period.
The net loss for the fourth quarter of 2009 was $236,000, as compared with net income of $1.2
million in the prior year quarter. Net income for the year ended December 31, 2009, was $3.3
million, as compared with $3.8 million in the prior year period. Net income for the fourth quarter
and year ended December 31, 2009, would have been $4.3 million and $8.5 million, respectively,
excluding after-tax expenses related to the Companys Audit Committee investigation into certain
matters at Secure Pharmacy Plus, LLC, including the shareholder litigation expenses discussed
above.
In June 2008, the FASB issued guidance which clarifies that unvested share-based payment awards
that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid,
are participating securities and should be included in the computation of earnings per share under
the two class method. The two class method allocates undistributed earnings between common
shares and participating securities. Based on this clarification, the Company has determined that
its unvested restricted stock awards are considered participating securities for purposes of
calculating earnings per share. The modified guidance became effective for the Company on January
1, 2009, and the Company is required to retrospectively apply the modified guidance to any prior
periods presented.
Net income (loss) available to common shareholders represents the Companys net income (loss)
excluding any amounts required to be allocated to unvested restricted shares for purposes of
calculating earnings per share. The Company has prepared its current period earnings per share
calculations and retrospectively revised its prior period calculations to exclude net income
allocated to these unvested restricted stock awards. Basic and diluted income from continuing
operations per share decreased by $0.01 for the year ended December 31, 2008.
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The net loss available to common shareholders for the fourth quarter of 2009 was $236,000, or $0.03
per basic and diluted common share, as compared with net income available to common shareholders of
$1.1 million, or $0.12 per basic and diluted common share, in the prior year quarter. Net income
available to common shareholders for the year ended December 31, 2009, was $3.2 million, or $0.36
and $0.35 per basic and diluted common share, respectively, as compared with $3.8 million, or $0.41
per basic and diluted common share, in the prior year period.
Cash and cash equivalents were $37.7 million at December 31, 2009, as compared with $35.6 million
at September 30, 2009, and $24.9 million at December 31, 2008. There was no debt outstanding at
December 31, 2009, September 30, 2009 or December 31, 2008. Days sales outstanding in accounts
receivable were 25 days at December 31, 2009, as compared with 29 days at September 30, 2009, and
31 days at December 31, 2008. Net cash provided by operating activities for the fourth quarter of
2009 was $8.5 million, as compared with $11.9 million in the prior year quarter. Net cash provided
by operating activities for the year ended December 31, 2009, was $24.5 million, as compared with
$28.8 million in the prior year period. Included in net cash provided by operating activities for
the year ended December 31, 2009, is the Companys receipt of an $8.0 million insurance settlement,
net of expenses, previously paid by the insurance carrier, as discussed above.
Declaration of Quarterly Dividend
On March 1, 2010, the Companys Board of Directors declared a quarterly cash dividend of $0.06 per
share on the Companys common stock for the 2010 first quarter. This is an increase from the prior
quarterly cash dividend of $0.05 per share. The dividend will be paid on April 13, 2010, to
shareholders of record on March 23, 2010.
Stock Repurchase Program
On March 4, 2008, the Company announced that its Board of Directors had approved a stock repurchase
program to repurchase up to $15 million of the Companys common stock through the end of 2009. On
July 28, 2009, the Companys Board of Directors authorized the extension of the stock repurchase
program by two years through the end of 2011. This program is intended to be implemented through
purchases made from time to time in either the open market or through private transactions, in
accordance with Securities and Exchange Commission requirements. Under the stock repurchase
program, no shares will be purchased directly from officers or directors of the Company.
The Company repurchased and retired 350,000 shares of its common stock under the stock repurchase
program during the fourth quarter of 2009 for approximately $4.7 million. Since the inception of
the repurchase program, the Company has repurchased and retired 858,350 shares of its common stock
under the repurchase program for approximately $10.6 million. The timing, prices and sizes of
purchases will depend upon prevailing stock prices, general economic and market conditions and
other considerations. Funds for the repurchase of shares are expected to come primarily from cash
provided by operating activities and also from funds on hand, including amounts available under the
Companys credit facility.
The repurchase program does not obligate the Company to acquire any particular amount of common
stock, and the repurchase program may be suspended at any time at the Companys discretion.
As of March 1, 2010, the Company had approximately 8.9 million shares outstanding.
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Initial 2010 Guidance
The Companys initial guidance for estimated full-year 2010 results and a comparison with actual
full-year 2009 results are summarized below:
Initial Guidance | Actual | |||||||
For Full Year | Full Year | |||||||
2010 Results | 2009 Results | |||||||
Total Revenues (1) |
$635.0 $645.0 million | $610.5 million | ||||||
Healthcare expenses (2) |
$583.3 $593.3 million | $562.9 million | ||||||
Gross margin (2) |
$51.7 million | $47.6 million | ||||||
Selling, general and administrative expenses (3) |
$30.6 million | $30.0 million | ||||||
Audit Committee investigation and related expenses |
$0.5 million | $8.4 million | ||||||
Depreciation, amortization and interest expense (1) |
$3.1 million | $2.9 million | ||||||
Pre-tax income (1)(2)(3) |
$17.5 million | $6.3 million | ||||||
Income tax provision (1) |
$7.4 million | $3.0 million | ||||||
Net income |
$10.1 million | $3.3 million | ||||||
Net income available to common shareholders
for purposes of calculating earnings per share |
$9.8 million | $3.2 million | ||||||
Weighted average common shares
outstanding diluted |
9.1 million | 9.0 million | ||||||
Net income available to common shareholders
per common share diluted |
$ | 1.08 | $ | 0.35 | ||||
Pro forma net income (4) |
$10.4 million | $8.5 million |
(1) | From continuing and discontinued contracts. | |
(2) | From continuing and discontinued contracts, including share-based compensation expense allocated to healthcare expenses of $0.1 million estimated for 2010 and $0.1 million actual for 2009. | |
(3) | Including share-based compensation expense allocated to selling, general and administrative expenses of $1.8 million estimated for 2010 and $1.8 million actual for 2009. | |
(4) | Adjusted for the after tax impact of Audit Committee investigation and related expenses, including shareholder litigation expenses. |
Consistent with past practice, the Companys guidance for full year 2010 results does not
consider the impact of any contracts with potential new customers that have not yet been signed.
Contracts currently in operation are included in the guidance for full year 2010 results through
the end of the year, unless the Company has previously been notified otherwise by the client.
Conference Call
A listen-only simulcast and replay of America Service Groups fourth quarter 2009 results
conference call will be available online at www.asgr.com or www.earnings.com on March 3, 2010,
beginning at 11:00 a.m. Eastern time. In addition, a copy of the press release containing the
related financial information and other information concerning the Company can be found on the
Companys website.
America Service Group Inc., based in Brentwood, Tennessee, is a leading provider of correctional
healthcare services in the United States. America Service Group Inc., through its subsidiaries,
provides a wide range of healthcare programs to government agencies for the medical care of
inmates. More information about America Service Group can be found on the Companys website at
www.asgr.com.
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This release contains certain financial information not derived in accordance with GAAP.
The Company believes this information is useful to investors and other interested parties. Such
information should not be considered as a substitute for any measures derived in accordance with
GAAP and may not be comparable to other similarly titled measures of other companies. A discussion
of the Companys definition of such information and reconciliation to the most comparable GAAP
measure is included below.
The most directly comparable GAAP measures for the guidance provided by the Company are:
healthcare revenues; healthcare expenses; gross margin; income from continuing operations before
income taxes; income tax provision; depreciation and amortization; and interest, each of which will
only include results from continuing contracts. Because it is not possible to reliably forecast
discontinued operations, reconciliation of the Companys guidance to the most directly comparable
GAAP measure cannot be estimated on a forward-looking basis.
Cautionary Statement
This press release contains forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Statements in this release
that are not historical facts, including statements about the Companys or managements beliefs and
expectations, including 2010 guidance, constitute forward-looking statements and may be indicated
by words or phrases such as anticipate, estimate, plans, expects, projects, should,
will, believes or intends and similar words and phrases. Forward-looking statements involve
inherent risks and uncertainties. A number of important factors could cause actual results to
differ materially from those contained in any forward-looking statement. Such factors include, but
are not limited to, the following:
| the Companys ability to retain existing client contracts and obtain new contracts at acceptable pricing levels; |
| whether or not government agencies continue to privatize correctional healthcare services; |
| risks arising from governmental budgetary pressures and funding; |
| the possible effect of adverse publicity on the Companys business; |
| increased competition for new contracts and renewals of existing contracts; |
| risks arising from the possibility that the Company may be unable to collect accounts receivable or that accounts receivable collection may be delayed; |
| the Companys ability to limit its exposure for inmate medical costs, catastrophic illnesses, injuries and medical malpractice claims in excess of amounts covered under contracts or insurance coverage; |
| the Companys ability to maintain and continually develop information technology and clinical systems; |
| the outcome or adverse development of pending litigation, including professional liability litigation; |
| the Companys determination whether to continue the payment of quarterly cash dividends, and if so, at the current amount; |
| the Companys determination whether to repurchase shares under its stock repurchase program; |
| the Companys dependence on key management and clinical personnel; |
| risks arising from potential weaknesses or deficiencies in the Companys internal control over financial reporting; |
| risks associated with the possibility that the Company may be unable to satisfy covenants under its credit facility; |
| the risk that government or municipal entities (including the Companys government and municipal customers) may bring enforcement actions against, seek additional refunds from, or impose penalties on, the Company or its subsidiaries as a result of the matters investigated by the Audit Committee in prior years or the previous restatement of the Companys financial results; |
| the Companys ability to expand its products beyond its traditional correctional health client base; and |
| the risk that recent legal settlements, including settlement in principle of the shareholder litigation, are not approved by the respective courts. |
A discussion of important factors and assumptions regarding certain statements and risks involved
in an investment in the Company is contained in the Companys Annual Report on Form 10-K and other
filings it makes with the Securities and Exchange Commission. These forward-looking statements are
made as of the date of this release. The Company assumes no obligations to update or revise them
or provide reasons why actual results may differ.
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AMERICA SERVICE GROUP INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, in thousands, except per share data)
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, in thousands, except per share data)
Three Months Ended December 31, | ||||||||||||||||
%of | %of | |||||||||||||||
2009 | Revenue | 2008 | Revenue | |||||||||||||
Healthcare revenues |
$ | 160,842 | 100.0 | $ | 117,621 | 100.0 | ||||||||||
Healthcare expenses |
143,793 | 89.4 | 108,017 | 91.8 | ||||||||||||
Gross margin |
17,049 | 10.6 | 9,604 | 8.2 | ||||||||||||
Selling, general and administrative expenses |
8,721 | 5.4 | 6,248 | 5.3 | ||||||||||||
Audit Committee investigation and related expenses |
7,307 | 4.5 | 69 | 0.1 | ||||||||||||
Depreciation and amortization |
873 | 0.6 | 994 | 0.9 | ||||||||||||
Income from operations |
148 | 0.1 | 2,293 | 1.9 | ||||||||||||
Interest expense (income) |
(31 | ) | | 97 | | |||||||||||
Income from continuing operations before
income tax provision |
179 | 0.1 | 2,196 | 1.9 | ||||||||||||
Income tax provision |
354 | 0.2 | 1,042 | 0.9 | ||||||||||||
Income (loss) from continuing operations |
(175 | ) | (0.1 | ) | 1,154 | 1.0 | ||||||||||
Loss from discontinued operations, net of taxes |
(61 | ) | | (1 | ) | | ||||||||||
Net income (loss) |
$ | (236 | ) | (0.1 | ) | $ | 1,153 | 1.0 | ||||||||
Net income (loss) available to common
shareholders for purposes of calculating
earnings per share |
$ | (236 | ) | (0.1 | ) | $ | 1,124 | 1.0 | ||||||||
Income (loss) available to common shareholders
per common share basic: |
||||||||||||||||
Continuing operations |
$ | (0.02 | ) | $ | 0.12 | |||||||||||
Discontinued operations, net of taxes |
(0.01 | ) | | |||||||||||||
Net income (loss) available to common
shareholders per common share |
$ | (0.03 | ) | $ | 0.12 | |||||||||||
Income (loss) available to common shareholders
per common share diluted: |
||||||||||||||||
Continuing operations |
$ | (0.02 | ) | $ | 0.12 | |||||||||||
Discontinued operations, net of taxes |
(0.01 | ) | | |||||||||||||
Net income (loss) available to common
shareholders per common share |
$ | (0.03 | ) | $ | 0.12 | |||||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
8,775 | 9,071 | ||||||||||||||
Diluted |
8,843 | 9,074 | ||||||||||||||
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ASGR Announces Fourth Quarter and Year-End Results
Page 10
March 2, 2010
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March 2, 2010
AMERICA SERVICE GROUP INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, in thousands, except per share data)
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, in thousands, except per share data)
Year Ended December 31, | ||||||||||||||||
%of | %of | |||||||||||||||
2009 | Revenue | 2008 | Revenue | |||||||||||||
Healthcare revenues |
$ | 606,176 | 100.0 | $ | 485,022 | 100.0 | ||||||||||
Healthcare expenses |
558,228 | 92.1 | 445,152 | 91.8 | ||||||||||||
Gross margin |
47,948 | 7.9 | 39,870 | 8.2 | ||||||||||||
Selling, general and administrative expenses |
29,972 | 4.9 | 27,045 | 5.6 | ||||||||||||
Corporate restructuring expenses |
| | 2,255 | 0.5 | ||||||||||||
Audit Committee investigation and related expenses |
8,413 | 1.4 | 226 | | ||||||||||||
Depreciation and amortization |
2,832 | 0.5 | 3,797 | 0.8 | ||||||||||||
Income from operations |
6,731 | 1.1 | 6,547 | 1.3 | ||||||||||||
Interest expense, net |
117 | | 722 | 0.1 | ||||||||||||
Income from continuing operations before
income tax provision |
6,614 | 1.1 | 5,825 | 1.2 | ||||||||||||
Income tax provision |
3,123 | 0.5 | 2,632 | 0.5 | ||||||||||||
Income from continuing operations |
3,491 | 0.6 | 3,193 | 0.7 | ||||||||||||
Income (loss) from discontinued operations, net
of taxes |
(209 | ) | (0.1 | ) | 641 | 0.1 | ||||||||||
Net income (loss) |
$ | 3,282 | 0.5 | $ | 3,834 | 0.8 | ||||||||||
Net income (loss) available to common
shareholders for purposes of calculating
earnings per share |
$ | 3,176 | 0.5 | $ | 3,759 | 0.8 | ||||||||||
Income (loss) available to common shareholders
per common share basic: |
||||||||||||||||
Continuing operations |
$ | 0.38 | $ | 0.34 | ||||||||||||
Discontinued operations, net of taxes |
(0.02 | ) | 0.07 | |||||||||||||
Net income available to common shareholders
per common share |
$ | 0.36 | $ | 0.41 | ||||||||||||
Income (loss) available to common shareholders
per common share diluted: |
||||||||||||||||
Continuing operations |
$ | 0.38 | $ | 0.34 | ||||||||||||
Discontinued operations, net of taxes |
(0.03 | ) | 0.07 | |||||||||||||
Net income available to common shareholders
per common share |
$ | 0.35 | $ | 0.41 | ||||||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
8,917 | 9,144 | ||||||||||||||
Diluted |
8,959 | 9,153 | ||||||||||||||
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ASGR Announces Fourth Quarter and Year-End Results
Page 11
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March 2, 2010
AMERICA SERVICE GROUP INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
Dec. 31, | Dec. 31, | |||||||
2009 | 2008 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 37,655 | $ | 24,855 | ||||
Accounts receivable: healthcare and other, less allowances |
44,629 | 41,007 | ||||||
Inventories |
2,929 | 2,933 | ||||||
Prepaid expenses and other current assets |
16,754 | 12,987 | ||||||
Current deferred tax assets |
9,252 | 5,333 | ||||||
Total current assets |
111,219 | 87,115 | ||||||
Property and equipment, net |
9,447 | 6,442 | ||||||
Goodwill |
40,772 | 40,772 | ||||||
Contracts, net |
1,937 | 2,217 | ||||||
Other intangibles, net |
| 154 | ||||||
Other assets |
11,837 | 5,183 | ||||||
Total assets |
$ | 175,212 | $ | 141,883 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 15,393 | $ | 19,570 | ||||
Accrued medical claims liability |
22,358 | 14,743 | ||||||
Accrued expenses |
62,895 | 36,466 | ||||||
Deferred revenue |
13,385 | 8,052 | ||||||
Total current liabilities |
114,031 | 78,831 | ||||||
Noncurrent portion of accrued expenses |
15,481 | 17,146 | ||||||
Noncurrent deferred tax liabilities |
3,727 | 1,860 | ||||||
Total liabilities |
133,239 | 97,837 | ||||||
Stockholders equity: |
||||||||
Common stock |
89 | 93 | ||||||
Additional paid-in capital |
33,608 | 38,047 | ||||||
Retained earnings |
8,276 | 5,906 | ||||||
Total stockholders equity |
41,973 | 44,046 | ||||||
Total liabilities and stockholders equity |
$ | 175,212 | $ | 141,883 | ||||
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ASGR Announces Fourth Quarter and Year-End Results
Page 12
March 2, 2010
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March 2, 2010
AMERICA SERVICE GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Year Ended Dec. 31, | ||||||||
2009 | 2008 | |||||||
Cash Flows from Operating Activities |
||||||||
Net income |
$ | 3,282 | $ | 3,834 | ||||
Adjustments to reconcile net income to net cash provided by
operating activities: |
||||||||
Depreciation and amortization |
2,842 | 3,841 | ||||||
Loss on retirement of fixed assets |
32 | 81 | ||||||
Finance cost amortization |
114 | 40 | ||||||
Deferred income taxes |
(1,908 | ) | 2,640 | |||||
Share-based compensation expense |
1,822 | 2,813 | ||||||
Excess tax benefits from share-based compensation expense |
(144 | ) | (51 | ) | ||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable, net |
(3,622 | ) | 21,656 | |||||
Inventories |
4 | 66 | ||||||
Prepaid expenses and other current assets |
(3,767 | ) | (2,260 | ) | ||||
Other assets |
(6,767 | ) | 3,958 | |||||
Accounts payable |
(4,177 | ) | (694 | ) | ||||
Accrued medical claims liability |
7,615 | (7,441 | ) | |||||
Accrued expenses |
23,865 | 4,286 | ||||||
Deferred revenue |
5,333 | (3,944 | ) | |||||
Net cash provided by operating activities |
24,524 | 28,825 | ||||||
Cash Flows from Investing Activities |
||||||||
Capital expenditures |
(4,547 | ) | (3,384 | ) | ||||
Net cash used in investing activities |
(4,547 | ) | (3,384 | ) | ||||
Cash Flows from Financing Activities |
||||||||
Net borrowings on line of credit |
| (7,500 | ) | |||||
Share repurchases |
(8,270 | ) | (2,374 | ) | ||||
Restricted stock repurchased from employees for employees tax liability |
(177 | ) | | |||||
Excess tax benefits from share-based compensation expense |
144 | 51 | ||||||
Dividends on common stock |
(912 | ) | | |||||
Issuance of common stock |
319 | 235 | ||||||
Exercise of stock options |
1,719 | 33 | ||||||
Net cash used in financing activities |
(7,177 | ) | (9,555 | ) | ||||
Net increase in cash and cash equivalents |
12,800 | 15,886 | ||||||
Cash and cash equivalents at beginning of period |
24,855 | 8,969 | ||||||
Cash and cash equivalents at end of period |
$ | 37,655 | $ | 24,855 | ||||
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ASGR Announces Fourth Quarter and Year End Results
Page 13
March 2, 2010
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March 2, 2010
AMERICA SERVICE GROUP INC.
SCHEDULES OF INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAXES
(Unaudited, in thousands)
SCHEDULES OF INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAXES
(Unaudited, in thousands)
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Healthcare revenues |
$ | 239 | $ | 3,576 | $ | 4,288 | $ | 20,067 | ||||||||
Healthcare expenses |
341 | 3,565 | 4,631 | 18,941 | ||||||||||||
Gross margin |
(102 | ) | 11 | (343 | ) | 1,126 | ||||||||||
Depreciation and amortization |
1 | 13 | 9 | 44 | ||||||||||||
Income (loss) from discontinued operations
before income taxes |
(103 | ) | (2 | ) | (352 | ) | 1,082 | |||||||||
Income tax provision (benefit) |
(42 | ) | (1 | ) | (143 | ) | 441 | |||||||||
Income (loss) from discontinued operations,
net of taxes |
$ | (61 | ) | $ | (1 | ) | $ | (209 | ) | $ | 641 | |||||
AMERICA SERVICE GROUP INC.
DISCUSSION AND RECONCILIATIONS OF NON-GAAP MEASURES
(Unaudited, in thousands)
DISCUSSION AND RECONCILIATIONS OF NON-GAAP MEASURES
(Unaudited, in thousands)
This release contains certain financial information not derived in accordance with GAAP. The
Company believes this information is useful to investors and other interested parties. Such
information should not be considered as a substitute for any measures derived in accordance with
GAAP and may not be comparable to other similarly titled measures of other companies. A discussion
of the Companys definition of such information and reconciliations to the most comparable GAAP
measures (net income, healthcare revenues, healthcare expenses and gross margin) are included
below.
ADJUSTED EBITDA
The Company defines Adjusted EBITDA as earnings before interest expense or income, income taxes,
depreciation, amortization, corporate restructuring expenses, Audit Committee investigation
expenses, including shareholder litigation expenses and share-based compensation expense. The
Company includes in Adjusted EBITDA the results of discontinued operations under the same
definition.
The Company believes that Adjusted EBITDA is an important operating measure that supplements
discussions and analysis of the Companys results of operations. The Company believes that it is
useful to investors to provide disclosures of its results of operations on the same basis as that
used by management, credit providers and analysts. The Companys management, credit providers and
analysts rely upon Adjusted EBITDA as a key measure to review and assess operating performance.
Adjusted EBITDA is utilized by management, credit providers and analysts to compare the Companys
current operating results with the corresponding periods in the previous year and to compare the
Companys operating results with other companies in the healthcare industry.
Adjusted EBITDA is not a measure of financial performance under United States generally accepted
accounting principles and should not be considered an alternative to net income as a measure of
operating performance or to cash flows from operating, investing and financing activities as a
measure of liquidity. Because Adjusted EBITDA is not a measurement determined in accordance with
generally accepted accounting principles and is susceptible to varying calculations, Adjusted
EBITDA, as presented, may not be comparable to other similarly titled measures presented by other
companies.
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ASGR Announces Fourth Quarter and Year End Results
Page 14
March 2, 2010
Page 14
March 2, 2010
AMERICA SERVICE GROUP INC.
DISCUSSION AND RECONCILIATIONS OF NON-GAAP MEASURES (Continued)
(Unaudited, in thousands)
DISCUSSION AND RECONCILIATIONS OF NON-GAAP MEASURES (Continued)
(Unaudited, in thousands)
RECONCILIATIONS OF NET INCOME (LOSS) TO ADJUSTED EBITDA
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Net income (loss) |
$ | (236 | ) | $ | 1,153 | $ | 3,282 | $ | 3,834 | |||||||
Depreciation and taxes included in income (loss)
from discontinued operations, net of taxes |
(41 | ) | 12 | (134 | ) | 485 | ||||||||||
Income tax provision |
354 | 1,042 | 3,123 | 2,632 | ||||||||||||
Interest expense (income) |
(31 | ) | 97 | 117 | 722 | |||||||||||
Depreciation and amortization |
873 | 994 | 2,832 | 3,797 | ||||||||||||
Corporate restructuring expenses |
| | | 2,255 | ||||||||||||
Audit Committee investigation and related expenses |
7,307 | 69 | 8,413 | 226 | ||||||||||||
Share-based compensation expense included in
healthcare expenses |
16 | 12 | 53 | 71 | ||||||||||||
Share-based compensation expense included in
selling,
general and administrative expenses |
428 | 455 | 1,769 | 2,027 | ||||||||||||
Adjusted EBITDA |
$ | 8,670 | $ | 3,834 | $ | 19,455 | $ | 16,049 | ||||||||
TOTAL REVENUES, TOTAL HEALTHCARE EXPENSES AND TOTAL GROSS MARGIN
The Company defines Total Revenues as healthcare revenues plus revenues from expired service
contracts classified as discontinued operations. The Company defines Total Healthcare Expenses as
healthcare expenses plus expenses from expired contracts classified as discontinued operations,
less share-based compensation expense. The Company defines Total Gross Margin as Total Revenues
less Total Healthcare Expenses.
The Company believes that Total Revenues, Total Healthcare Expenses and Total Gross Margin are
useful measurements when comparing the Companys performance for such items as selling, general and
administrative expenses, interest expense or tax expense as a percentage of revenue between
periods. As a result of the application of GAAP, healthcare revenues, healthcare expenses, and
gross margin on the Companys consolidated statements of operations for any period presented will
only include revenues and expenses from continuing contracts.
RECONCILIATIONS OF HEALTHCARE REVENUES TO TOTAL REVENUES
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Healthcare revenues |
$ | 160,842 | $ | 117,621 | $ | 606,176 | $ | 485,022 | ||||||||
Healthcare revenues included in income (loss)
from discontinued operations, net of taxes |
239 | 3,576 | 4,288 | 20,067 | ||||||||||||
Total Revenues |
$ | 161,081 | $ | 121,197 | $ | 610,464 | $ | 505,089 | ||||||||
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ASGR Announces Fourth Quarter and Year End Results
Page 15
March 2, 2010
Page 15
March 2, 2010
AMERICA SERVICE GROUP INC.
DISCUSSION AND RECONCILIATIONS OF NON-GAAP MEASURES (Continued)
(Unaudited, in thousands)
DISCUSSION AND RECONCILIATIONS OF NON-GAAP MEASURES (Continued)
(Unaudited, in thousands)
RECONCILIATIONS OF HEALTHCARE EXPENSES TO TOTAL HEALTHCARE EXPENSES
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Healthcare expenses |
$ | 143,793 | $ | 108,017 | $ | 558,228 | $ | 445,152 | ||||||||
Healthcare expenses included in income (loss)
from discontinued operations, net of taxes |
341 | 3,565 | 4,631 | 18,941 | ||||||||||||
Share-based compensation expense included
in healthcare expenses |
(16 | ) | (12 | ) | (53 | ) | (71 | ) | ||||||||
Total Healthcare Expenses |
$ | 144,118 | $ | 111,570 | $ | 562,806 | $ | 464,022 | ||||||||
RECONCILIATIONS OF GROSS MARGIN TO TOTAL GROSS MARGIN
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Gross margin |
$ | 17,049 | $ | 9,604 | $ | 47,948 | $ | 39,870 | ||||||||
Gross margin included in income (loss)
from discontinued operations, net of taxes |
(102 | ) | 11 | (343 | ) | 1,126 | ||||||||||
Share-based compensation expense included
in gross margin |
16 | 12 | 53 | 71 | ||||||||||||
Total Gross Margin |
$ | 16,963 | $ | 9,627 | $ | 47,658 | $ | 41,067 | ||||||||
-END-