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8-K - Conmed Healthcare Management, Inc.v215705_8k.htm
Exhibit 99.1
 
Conmed Healthcare Management, Inc. Reports Record Revenues for
Fourth Quarter and Full Year 2010

Fourth Quarter Revenue Increased 12.6% to a Record $15.8 Million
Full-Year Revenue Increased 14.9% to a Record $60.7 Million
 
Hanover, Md. -- March 24, 2011 (Business Wire) -- Conmed Healthcare Management, Inc. (NYSE Amex: CONM) today announced financial results for its fourth quarter and year ended December 31, 2010.
 
Fourth Quarter Financial Highlights
 
 
·
Net revenue increased 12.6% to $15.8 million from $14.0 million in the fourth quarter of 2009.
 
 
·
Gross profit increased 11.5% to $3.0 million, compared to $2.7 million in the fourth quarter of 2009.
 
 
·
Operating expenses as a percentage of revenue improved to 14.4% versus 16.3% in the fourth quarter of 2009.
 
 
·
Operating income was $0.7 million, compared to $0.4 million in the fourth quarter of 2009.
 
 
·
Net income was $0.4 million ($0.03 per basic share and $0.03 per diluted share) compared to $1.4 million ($0.11 per basic share and $0.07 per diluted share) in the fourth quarter of 2009.
 
 
·
The Company generated approximately $262,000 in positive cash flow in the fourth quarter of 2010.
 
 
·
Cash and cash equivalents were $13.3 million at December 31, 2010.
 
Subsequent to Quarters End:
 
 
·
Announced contract with City of Alexandria, Virginia, a new customer, valued at $18.0 million over the full nine-year term, effective March 1, 2011.
 
 
·
Announced contract with Haywood County, Tennessee, a new customer, valued at $1.1 million over a three-year term, effective April 1, 2011.
 
“Conmed set new records on both a quarterly and annual basis for revenue, gross profit, operating profit and adjusted EBITDA*. We continued to generate cash and maintained a solid, debt-free balance sheet,” said Richard Turner, Chairman and Chief Executive Officer. “These results continue to demonstrate the leverage in our operating model. Our business has now reached a critical mass to the point where our expanded client base and recurring revenues are more directly impacting the bottom line.”
 
Dr. Turner concluded, “Conmed continues to win contracts with new jurisdictions and retain its current client base. We believe this demonstrates the effectiveness of our business model by performing more efficiently than the county and municipal governments could themselves, while improving or maintaining quality of service.  We recently commenced work with the City of Alexandria, Virginia, and look forward to entering Tennessee, our eighth state, in April, both under new multi-year contracts.  We intend to increase shareholder value by garnering contract renewals and further increasing our national footprint through new contract awards going forward.”
 
Fourth Quarter Financial Results
Net revenue for the three months ended December 31, 2010, increased 12.6% to $15.8 million from $14.0 million for the three months ended December 31, 2009. The revenue improvement resulted primarily from the addition of service contracts signed with new jurisdictions since October 1, 2009. Revenues also increased as a result of the expansion of services under existing contracts and price increases related to existing services, partially offset by decreases in other volume-related activities associated with a decrease in stop/loss reimbursement and decreases associated with lower inmate populations at certain facilities.
 
 
 

 
 
Total healthcare expenses for the quarter ended December 31, 2010, were $12.8 million compared to $11.3 million in the year-ago period. The increase primarily reflects increased salaries and benefits for healthcare employees related to new contracts and increased cost of pharmacy and radiology services, offset in part by lower medical expenses out of facility.
 
Gross profit increased to $3.0 million from $2.7 million in the prior year period, while gross margin declined slightly from 19.2% to 19.0%.
 
Total operating expenses were $2.3 million in both the 2010 and 2009 fourth quarters. Operating expenses as a percentage of revenue declined 190 basis points to 14.4% from 16.3% in the year-ago period, which continues to reflect the leverage in the Company’s operating model.
 
Selling, general and administrative expenses for the fourth quarter were $2.1 million, or 13.0% of revenue, compared to $1.9 million, or 13.9% of revenue, for the 2009 quarter. The slight increase in dollars reflects investments in additional management and administrative personnel required to support the new contracts and services added since October 2009, partially offset by lower travel expense, consulting and business development fees.
 
Depreciation and amortization was $0.2 million in the fourth quarter of 2010 compared to $0.3 million in the 2009 period. The decrease primarily reflects a reduction in amortization expense related to acquired contracts that have become fully amortized.
 
Conmed reported record operating income of $0.7 million in the fourth quarter of 2010 compared to $0.4 million in the fourth quarter last year. Net income was $0.4 million, or $0.03 per basic share and $0.03 per diluted share, compared to net income of approximately $1.4 million, or $0.11 per basic share and $0.07 per diluted share, in the year-ago period. The fourth quarter 2009 net income included a $0.5 million adjustment to reflect the change in fair value of derivatives (outstanding warrants) as required under Derivative Accounting for Warrants that are Indexed to an Entity’s Own Stock** plus a one-time tax benefit of $0.7 million related to the reversal of the deferred tax valuation reserve.
 
For the fourth quarter of 2010, adjusted EBITDA*, a non-GAAP measure, was approximately $1.1 million compared to approximately $0.9 million in the prior year fourth quarter.
 
Full Year Results
Net revenue for the year ended December 31, 2010, increased 14.9% to a record $60.7 million, compared to $52.8 million for the year ended December 31, 2009. Approximately $7.2 million, or 91.5%, of the year-over-year increase is due to the addition of new medical service contracts acquired since January 1, 2009. Revenue improvement related to the expansion of the services provided under a number of our existing contracts, as well as price increases related to existing service requirements, totaling approximately $1.4 million or 17.7% of the increase. Partially offsetting the revenue increases above were decreases in other volume related activities totaling $0.7 million, or 9.2% of the revenue increase, primarily associated with lower inmate populations at certain facilities, partially offset by an increase in stop/loss reimbursements due to higher out of facility medical expenditures in excess of stop/loss limits which are billed back to clients.
 
Total healthcare expenses for the year ended December 31, 2010, were $49.1 million compared to $42.1 million in the year-ago period. Gross profit increased 8.5% to $11.6 million, compared to $10.7 million in 2009.  Gross margin was 19.1% for 2010, compared to 20.3% a year ago.
 
 
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Total operating expenses were $9.2 million, or 15.1% of revenue, for the year ended December 31, 2010, compared to $9.7 million, or 18.4% of revenue, for 2009. Conmed's operating income was approximately $2.5 million, compared to $1.0 million in 2009.
 
The net income for the year ended December 31, 2010, was approximately $1.5 million, or $0.12 per basic share and $0.09 per diluted share, compared to a net loss of $27,000, or $0.00 per basic share and diluted share in the year ago period. The full-year 2009 net loss included a $1.2 million non-cash charge for a change in fair value of derivative instruments (outstanding warrants) as required under Derivative Accounting for Warrants that are Indexed to an Entity’s Own Stock**.
 
For the full year of 2010, adjusted EBITDA*, a non-GAAP measure, was approximately $4.1 million compared to approximately $3.6 million in the prior year.
 
Cash and Equivalents
The Company generated approximately $2.7 million in operating cash flow in the year ended December 31, 2010. Cash and cash equivalents were $13.3 million at December 31, 2010, compared to $11.1 million at December 31, 2009.
 
Stockholders’ equity increased to $18.2 million at December 31, 2010, compared to $15.5 million at December 31, 2009. Days Sales Outstanding (DSO) as of December 31, 2010, was approximately 16 days. The Company remains debt-free.
 
*Use of Non-GAAP Measures
In addition to containing results that are determined in accordance with accounting principles generally accepted in the United States of America (GAAP), this press release also contains non-GAAP financial measures.  Adjusted EBITDA, as used in this press release, represents net income (loss) from continuing operations before interest, taxes, depreciation and amortization, adjusted for stock-based compensation and gains or losses on fair value of derivative financial instruments. Adjusted EBITDA is a key indicator used by management to evaluate operating performance. While adjusted EBITDA is not intended to replace any presentation included in the consolidated financial statements under GAAP and should not be considered an alternative to operating performance or an alternative to cash flow as a measure of liquidity, the Company believes this measure is useful to investors in assessing the Company’s capital expenditures and working capital requirements. This calculation may differ in method of calculation from similarly titled measures used by other companies. A reconciliation of adjusted EBITDA to the nearest comparable GAAP financial measure is included in the financial schedules accompanying this press release. The adjusted financial measure, as well as other information in this press release, should be read in conjunction with the Company’s financial statements filed with the Securities and Exchange Commission.

**Derivative Accounting for Warrants that are Indexed to an Entity’s Own Stock:
Effective January 1, 2009, we adopted derivative accounting for warrants that are indexed to an entity’s own stock.  We are required to record a non-cash charge to our GAAP results and thus our financial statements will continue to include this charge going forward until certain events occur and/or conditions are met, as defined in the new regulations. As a result of the Company’s adoption of this accounting standard effective January 1, 2009, approximately 1.7 million of our issued and outstanding common stock purchase warrants previously treated as equity pursuant to the derivative treatment exemption were no longer afforded equity treatment and as a result they have been recorded as a liability based on fair value estimates. These common stock purchase warrants do not trade in an active securities market, and as such, we estimate the fair value of these warrants using the Black-Scholes option pricing model and all changes in the fair value of these warrants will be recognized currently in earnings until such time as the warrants are exercised or expire.  Between January 1, 2009 and December 31, 2010, we amended 904,570 of the remaining 1,532,667 common stock purchase warrants to remove the provisions that resulted in liability treatment, and such amended common stock purchase warrants are not treated as equity as described under Derivative Accounting for Warrants that are Indexed to an Entity’s Own Stock.
 
 
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Conference Call
 
As previously announced, Conmed will host a conference call as follows:
 
Date
Thursday, March 24, 2011
Time
8:30 AM ET
U.S. Access
877-941-8418
International Access
480-629-9809
Webcast (Live and replay)
www.conmedinc.com or directly at http://viavid.net/dce.aspx?sid=00008308
 
A replay of the conference call will be available by telephone until March 31, 2011, by dialing 877-870-5176 if calling within the United States or 858-384-5517 if calling internationally. Please use passcode 4425110 to access the replay.
 
About Conmed
Conmed has provided correctional healthcare services since 1984, beginning in the State of Maryland, and currently serves county and municipal correctional facilities in seven states, including Arizona, Kansas, Maryland, Oklahoma, Oregon, Virginia and Washington. For more information, visit us at www.conmedinc.com.
 
Forward Looking Statements
This press release may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the Company's plans, objectives, expectations and intentions; and (ii) other statements that are not historical facts including statements which may be identified by words such as "may," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans," "projects," "potentially," or similar expressions. These statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company's control) including, without limitation, the Company's ability to increase revenue and to continue to obtain new contracts, contract renewals and extensions; inflation exceeding the Company’s projection of the inflation rate of cost of services under multi-year contracts; the ability to obtain bonds; decreases in occupancy levels or disturbances at detention centers; malpractice litigation; the ability to utilize third party administrators for out-of-facility care; compliance with laws and government regulations, including those relating to healthcare; competition; investigation and auditing of our contracts by government agencies; termination of contracts due to lack of government appropriations; material adverse changes in economic and industry conditions in the healthcare market; negative publicity regarding the provision of correctional healthcare services; dependence on key personnel and the ability to hire skilled personnel; influences of certain stockholders; increases in healthcare costs; insurance; completion and integration of future acquisitions; public company obligations; limited liability of directors and officers; the Company’s ability to meet the NYSE Amex continued listing standards; and stock price volatility. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2010. Investors and security holders are urged to read this document free of charge on the SEC's web site at www.sec.gov. The Company does not undertake to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.
 
 
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Contact
Conmed Healthcare Management, Inc.
Thomas W. Fry, 410-567-5529
Chief Financial Officer
tfry@conmed-inc.com
 
or
 
In-Site Communications, Inc.
Lisa Wilson, 212-452-2793
lwilson@insitecony.com
 
Tables follow
 
 
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CONMED HEALTHCARE MANAGEMENT, INC.
CONSOLIDATED BALANCE SHEETS

   
December 31,
2010
   
December 31,
2009
 
ASSETS
           
CURRENT ASSETS
           
Cash and cash equivalents
  $ 13,270,089     $ 11,056,143  
Accounts receivable
    2,698,867       2,278,074  
Prepaid expenses
    1,158,660       865,261  
Deferred taxes
    144,000       102,000  
Total current assets
    17,271,616       14,301,478  
PROPERTY AND EQUIPMENT, NET
    686,116       605,578  
DEFERRED TAXES
    1,321,000       1,381,000  
OTHER ASSETS
               
Service contracts acquired, net
    466,500       984,000  
Non-compete agreements, net
    216,892       436,667  
Goodwill
    6,263,705       6,263,705  
Deposits
    56,475       11,549  
Total other assets
    7,003,572       7,695,921  
    $ 26,282,304     $ 23,983,977  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
CURRENT LIABILITIES
               
Accounts payable
  $ 1,812,817     $ 1,489,498  
Accrued expenses
    4,619,613       4,146,940  
Taxes payable
    368,162       550,000  
Deferred revenue
    599,033       1,018,645  
Total current liabilities
    7,399,625       7,205,083  
DERIVATIVE FINANCIAL INSTRUMENTS
    692,696       1,299,450  
SHAREHOLDERS’ EQUITY
               
Preferred stock, no par value; authorized 5,000,000 shares; issued and
   outstanding zero shares as of December 31, 2010 and
   December 31, 2009
    --       --  
Common stock, $0.0001 par value, authorized 40,000,000 shares; issued
   and outstanding 12,835,319 and 12,629,572 shares as of
   December 31, 2010 and December 31, 2009, respectively
    1,284       1,263  
Additional paid-in capital
    38,991,145       37,829,900  
Accumulated deficit
    (20,802,446 )     (22,351,719 )
Total shareholders' equity
    18,189,983       15,479,444  
    $ 26,282,304     $ 23,983,977  
 
 
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CONMED HEALTHCARE MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
For the Year
Ended
December 31,
2010
   
For the Year
Ended 
December 31,
2009
   
For the Three
Months Ended December 31,
2010
(unaudited)
   
For the Three
Months Ended December 31,
2009
(unaudited)
 
                         
Service contract revenue
  $ 60,654,586     $ 52,784,559     $ 15,773,487     $ 14,009,250  
                                 
HEALTHCARE EXPENSES:
                               
Salaries, wages and employee benefits
    34,548,360       29,871,129       9,112,808       7,732,799  
Medical expenses
    12,281,903       10,283,969       2,980,784       3,035,549  
Other operating expenses
    2,222,502       1,940,000       682,111       551,220  
Total healthcare expenses
    49,052,765       42,095,098       12,775,703       11,319,568  
                                 
Gross profit
    11,601,821       10,689,461       2,997,784       2,689,682  
                                 
Selling and administrative expenses
    8,120,821       7,720,525       2,053,570       1,946,424  
Depreciation and amortization
    1,026,808       1,971,288       211,868       343,337  
Total operating expenses
    9,147,629       9,691,813       2,265,438       2,289,761  
                                 
Operating income
    2,454,129       997,648       732,346       399,921  
                                 
OTHER INCOME (EXPENSE)
                               
Interest income
    100,996       80,215       28,611       19,088  
Interest expense
    --       (8,294 )     --       (303 )
Gain (loss) on fair value of derivatives
    324,085       (1,209,715 )     (34,548 )     478,908  
Total other income (expense)
    425,081       (1,137,794 )     (5,937 )     497,693  
                                 
Income (loss) before income taxes
    2,879,273       (140,146 )     726,409       897,614  
Income tax expense (benefit)
    1,330,000       (113,000 )     350,000       (515,000 )
Net income (loss)
  $ 1,549,273     $ (27,146 )   $ 376,409     $ 1,412,614  
                                 
EARNINGS (LOSS) PER COMMON SHARE
                               
Basic
  $ 0.12     $ (0.00 )   $ 0.03     $ 0.11  
Diluted
  $ 0.09     $ (0.00 )   $ 0.03     $ 0.07  
                                 
WEIGHTED-AVERAGE SHARES OUTSTANDING
                               
Basic
    12,678,011       12,566,382       12,819,894       12,624,626  
Diluted
    14,256,364       12,566,382       14,284,466       14,104,892  

 
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CONMED HEALTHCARE MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
For the Year
Ended December 31,
2010
   
For the Year
Ended December 31,
2009
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income (loss)
  $ 1,549,273     $ (27,146 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities
               
Depreciation
    274,694       216,288  
Amortization
    752,114       1,755,000  
Amortization of long-term customer agreement
    87,500       --  
Stock-based compensation
    636,299       628,618  
(Gain) loss on fair value of derivatives
    (324,085 )     1,209,715  
Income tax benefit for warrant exercises
    (236,000 )        
     Deferred income taxes
    18,000       (838,000 )
Changes in working capital components
               
(Increase)decrease in accounts receivable
    (420,793 )     97,509  
(Increase) in prepaid expenses
    (293,399 )     (573,662 )
(Increase) in deposits
    (44,925 )     3,859  
Increase in accounts payable
    323,319       409,239  
Increase in accrued expenses
    735,174       852,421  
Increase in income taxes payable
    54,162       117,620  
Increase (decrease) in deferred revenue
    (419,612 )     456,911  
Net cash provided by operating activities
    2,691,721       4,308,372  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchase of property and equipment
    (310,304 )     (292,562 )
Stock Purchase of CMHS, LLC
    --       (187,891 )
Service contract extensions
    (262,500 )     (87,500 )
Asset purchase
    (147,268 )        
Net cash used in investing activities
    (720,072 )     (567,953 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Payments on line of credit
    --       (100,000 )
Payments on loans
    --       (105,228 )
Income tax benefit from warrant exercises
    236,000       --  
Proceeds from exercise of warrants and stock options
    6,297       48,812  
Net cash provided by (used in) financing activities
    242,297       (156,416 )
                 
Net increase in cash and cash equivalents
    2,213,946       3,584,003  
                 
CASH AND CASH EQUIVALENTS
               
Beginning
    11,056,143       7,472,140  
Ending
  $ 13,270,089     $ 11,056,143  
                 
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
               
Cash payments for interest
  $ --     $ 8,294  
Income taxes paid
    1,493,838       600,140  

 
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CONMED HEALTHCARE MANAGEMENT, INC.
RECONCILIATION OF NET INCOME (LOSS) FROM CONTINUING OPERATIONS
TO ADJUSTED EBITDA
 
   
For the Twelve
Months Ended December 31,
2010
   
For the Twelve Months Ended December 31,
2009
   
For the Three
Months Ended December 31,
2010
(unaudited)
   
For the Three
Months Ended December 31,
2009
(unaudited)
 
Net income (loss)
  $ 1,549,273     $ (27,146 )   $ 376,409     $ 1,412,614  
Income tax expense (benefit)
    1,330,000       (113,000 )     350,000       (515,000 )
Interest income
    (100,996 )     (80,215 )     (28,611 )     (19,088 )
Interest expense
    --       8,294       --       303  
Depreciation and amortization
    1,026,808       1,971,288       211,868       343,337  
EBITDA
    3,805,085       1,759,221       909,666       1,222,166  
Stock-based compensation
    636,299       628,618       170,783       153,021  
(Gain) loss on fair value of derivatives
    (324,085 )     1,209,715       34,548       (478,908 )
Adjusted EBITDA
  $ 4,117,299     $ 3,597,554     $ 1,114,997     $ 896,279