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8-K - FORM 8-K - Foundation Healthcare, Inc. | c14750e8vk.htm |
Exhibit 99.1
Graymark Healthcare Reports Full Year 2010 Results
Recurring Revenue Stream from Sleep Therapy Business Expands 105% since Q1
OKLAHOMA CITY, March 28, 2011 Graymark Healthcare, Inc. (NASDAQ: GRMH), the
nations second largest provider of diagnostic sleep services and an innovator in comprehensive
care for obstructive sleep apnea (OSA), reported financial results for the fiscal year ended
December 31, 2010.
Net revenues in 2010 increased 30% to $22.8 million from $17.6 million in 2009 (as adjusted for the
discontinued operations of the companys retail pharmacy business). The annual increase is
primarily attributable to realizing a full year of operating revenue amounting to $6.7 million from
the Somni and Eastern acquisitions completed in August and September of 2009, respectively.
Revenue from the companys sleep diagnostic business increased 27% to $17.2 million in 2010 from
$13.5 million in 2009. The increase was primarily attributable to the 2009 acquisitions, partially
offset by lower revenue from existing operations. The lower revenue was due to the companys
previously announced strategy to transition from being an out-of-network provider to entering into
in-network agreements with third-party payers. This transition provides Graymark the opportunity to
lower administrative expenses and accelerate the receipt of reimbursement payments, resulting in
improved cash flow. Additionally, the company believes that by significantly lowering patient out
of pocket costs as a result of being in-network, Graymark will also be able to increase the volume
of patients serviced at the companys independent sleep care centers. This transition is expected
to be completed by the end of the first quarter of 2012.
Revenue from Graymarks sleep therapy business in 2010 increased 37% to $5.6 million from $4.0
million in 2009. In addition to contributions from the 2009 acquisitions, the annual increase was
attributable to increases in both setup and resupply volumes, with resupply representing an
important recurring revenue aspect of the companys business. Resupply volume increased 105% from
1,084 packages shipped in the first quarter of 2010 to 2,220 shipped in the fourth quarter of 2010.
Operating expenses were $31.9 million in 2010, including non-cash charges related to goodwill and
intangible asset impairment, and the impairment of property and equipment of $10.8 million and
$762,000, respectively. As a result of lower than expected operating results at the companys sleep
centers in Oklahoma, Nevada and Texas, and forecasted cash flows in those markets, the company
reassessed the carrying value of its goodwill as of December 31, 2010. The company also reassessed
the value of property and equipment at certain sleep diagnostic facilities that were no longer
compatible with current systems. The goodwill and property and equipment impairment charges are
non-cash adjustments, which have no affect on cash flows or liquidity. Operating expenses were
$18.4 million in 2009.
Net loss attributable to Graymark Healthcare was $19.1 million or $(0.66) per share in 2010,
compared to a net loss of $5.2 million or $(0.18) per share in 2009.
Net loss attributable to Graymark Healthcare for the full year 2010 included non-cash charges for
goodwill and intangible asset impairment of $10.8 million, impairment of property and equipment of
$762,000, impairment of equity investment of $200,000, and stock-based compensation expense of
$390,000. Net loss attributable to Graymark Healthcare for the full year 2009 included stock-based
compensation expense of $682,000. There were no charges for goodwill and intangible asset
impairment, the impairment of property and equipment, or the impairment of equity investment in
2009.
Adjusted EBITDA from continuing operations in 2010 was a loss of $3.0 million as compared to a loss
of $4.6 million in 2009 (see Reconciliation of Non-GAAP Financial Measures below for the
definition and an important discussion of this non-GAAP financial measure).
At December 31, 2010, cash and cash equivalents totaled $1.6 million, compared to $1.9 million at
December 31, 2009.
2010 Operational Highlights
| Graymark performed 18,435 sleep studies in the companys standalone facilities, rural outreach sites and hospital agreements, an increase of 38% from 2009. | ||
| Increase in sleep studies drove an increase in Continuous Positive Airway Pressure (CPAP) setups to 3,031, up 57% over 2009. | ||
| The company signed 11 new hospital contracts for sleep medicine services in 2010, while transitioning out of five standalone facilities during the year. | ||
| Graymark became the second largest pure-play company in the sleep management business following the sale of substantially all the assets of the pharmacy division to Walgreens for a total enterprise value of approximately $33 million. |
Management Commentary
2010 was a transformative year for Graymark as we successfully divested our pharmacy business to
focus exclusively on the fast growing market of diagnosing and treating obstructive sleep apnea,
said Stanton Nelson, Graymarks chairman and CEO. With the restructuring costs associated with
this divestiture behind us, we are now focused on reducing overall operating expenses through
synergies realized by the combination of the Somni and Eastern acquisitions, as well as identifying
additional operational efficiencies.
We are also very much focused on bottom-line growth. In the fourth quarter of 2009, we launched a
new comprehensive care model to improve the conversion rate of OSA patients into successfully using
a CPAP device. The momentum generated by this new model resulted in a 37% increase in our sleep
therapy business over the course of the year, and more than doubled our resupply shipment orders
from Q1 to Q4.
Our expectations for 2011 remain very positive as we further synergize our 2009 acquisitions and
capitalize on the 11 hospital contracts we folded into our model in 2010. Out of the 11, six were
signed in the fourth quarter and weve since signed six additional hospital agreements in the first
quarter of 2011. Based upon this momentum, as well as the increasing recurring revenue stream from
converting new patients into our resupply business, we expect to be EBITDA positive in the third
quarter of 2011.
About Graymark Healthcare
Headquartered in Oklahoma City, Okla., Graymark Healthcare Inc. (NASDAQ: GRMH) is the nations
second largest provider of sleep management solutions. In addition to diagnosing and treating over
80 sleep disorders, the company specializes in comprehensive care for Obstructive Sleep Apnea
(OSA). Graymark offers its services through 98 sleep laboratories throughout the United States,
including standalone or IDTF facilities, rural outreach sites and hospital or provider agreements.
For more information, visit www.graymarkhealthcare.com.
Reconciliation of Non-GAAP Financial Measures
Graymark is providing EBITDA from continuing operations information, which is defined as net income
from continuing operations plus interest, income taxes, depreciation and amortization expense, and
Adjusted EBITDA from continuing operations information, which is defined as EBITDA plus impairment
of goodwill and intangible assets, impairment of property and equipment, impairment of equity
investment, and non-cash stock option expense, as a compliment to GAAP results. The company has
introduced Adjusted EBITDA in this reporting period to represent these additional non-cash charges,
which, besides non-cash stock based compensation, the company does not expect to repeat in
following periods. Therefore, the company does not plan to continue to use Adjusted EBITDA on an
ongoing basis. EBITDA and Adjusted EBITDA are commonly used by management and investors as a
measure of leverage capacity, debt service ability and liquidity. EBITDA and Adjusted EBITDA are
not considered measures of financial performance under U.S. generally accepted accounting
principles (GAAP), and the items excluded from EBITDA and Adjusted EBITDA are significant
components in understanding and assessing the companys financial performance. EBITDA and Adjusted
EBITDA should not be considered in isolation or as an
alternative to, or superior to, such GAAP measures as net income, cash flows provided by or used in
operating, investing or financing activities, or other financial statement data presented in the
companys consolidated financial statements as an indicator of financial performance or liquidity.
Reconciliations of non-GAAP financial measures are provided in this news release in the
accompanying tables. Since EBITDA and Adjusted EBITDA are not measures determined in accordance
with GAAP and are susceptible to varying calculations, EBITDA and Adjusted EBITDA, as presented,
may not be comparable to other similarly titled measures of other companies.
Graymark Healthcare, Inc.
Reconciliation of Net Income to EBITDA From Continuing Operations and Adjusted EBITDA From Continuing
Operations
Years Ended December 31, 2010 and 2010
Reconciliation of Net Income to EBITDA From Continuing Operations and Adjusted EBITDA From Continuing
Operations
Years Ended December 31, 2010 and 2010
2010 | 2009 | |||||||
Net Loss |
$ | (19,289,519 | ) | $ | (5,341,702 | ) | ||
(Income) Loss Discontinued Operations |
1,416,083 | (1,998,901 | ) | |||||
Loss From Continuing Operations, net of taxes |
(17,873,436 | ) | (7,340,603 | ) | ||||
EBITDA add-backs: |
||||||||
Interest |
1,223,334 | 952,724 | ||||||
Taxes |
166,795 | | ||||||
Depreciation |
1,337,990 | 1,074,132 | ||||||
Total EBITDA add-backs |
2,728,119 | 2,026,856 | ||||||
EBITDA From Continuing Operations |
(15,145,317 | ) | (5,313,747 | ) | ||||
Other Significant Non-Cash Items Continuing Operations |
||||||||
Impairment of Goodwill and Intangible Assets |
10,751,997 | | ||||||
Impairment of Property and Equipment |
762,224 | | ||||||
Impairment of equity investment |
200,000 | | ||||||
Non-Cash Stock Option Compensation Expense |
390,000 | 682,000 | ||||||
Total Other Significant Non-Cash Items Continuing Operations |
12,104,221 | 682,000 | ||||||
Adjusted EBITDA From Continuing Operations |
$ | (3,041,096 | ) | $ | (4,631,747 | ) | ||
Important Cautions Regarding Forward Looking Statements
This press release may contain forward-looking statements that are based on the companys current
expectations, forecasts and assumptions. Forward-looking statements involve risks and uncertainties
that could cause actual outcomes and results to differ materially from the companys expectations,
forecasts and assumptions. These risks and uncertainties include risks and uncertainties not in the
control of the company, including, without limitation, the current economic climate and other risks
and uncertainties, including those enumerated and described in the companys filings with the
Securities and Exchange Commission, which filings are available on the SECs website at
www.sec.gov. Unless otherwise required by law, the company disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise.
Company Contact:
Graymark Healthcare Inc.
Stanton Nelson
Chairman and CEO
Tel 405-601-5300
Stanton Nelson
Chairman and CEO
Tel 405-601-5300
Investor Relations:
Liolios Group, Inc.
Scott Liolios or Cody Slach
Tel 949-574-3860
info@liolios.com
Scott Liolios or Cody Slach
Tel 949-574-3860
info@liolios.com
GRAYMARK HEALTHCARE, INC.
Consolidated Balance Sheets
As of December 31, 2010 and 2009
Consolidated Balance Sheets
As of December 31, 2010 and 2009
2010 | 2009 | |||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 878,796 | $ | 1,093,645 | ||||
Cash and cash equivalents from discontinued operations |
692,261 | 796,961 | ||||||
Accounts
receivable, net of allowances for contractual adjustments and doubtful accounts of $2,791,906 and $9,772,580, respectively |
2,892,271 | 4,276,628 | ||||||
Inventories |
553,342 | 351,585 | ||||||
Current assets from discontinued operations |
2,093,571 | 15,515,067 | ||||||
Other current assets |
468,486 | 120,388 | ||||||
Total current assets |
7,578,727 | 22,154,274 | ||||||
Property and equipment, net |
3,870,514 | 5,318,680 | ||||||
Intangible assets, net |
2,400,756 | 5,871,578 | ||||||
Goodwill |
13,007,953 | 20,516,894 | ||||||
Other assets from discontinued operations |
1,101,013 | 21,087,323 | ||||||
Other assets |
733,589 | 1,137,197 | ||||||
Total assets |
$ | 28,692,552 | $ | 76,085,946 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Liabilities: |
||||||||
Accounts payable |
$ | 942,020 | $ | 561,031 | ||||
Accrued liabilities |
2,357,195 | 1,752,598 | ||||||
Short-term debt |
| 195,816 | ||||||
Current portion of long-term debt |
22,768,781 | 480,201 | ||||||
Current liabilities from discontinued operations |
2,015,277 | 7,890,407 | ||||||
Total current liabilities |
28,083,273 | 10,880,053 | ||||||
Long-term debt, net of current portion |
436,850 | 22,215,875 | ||||||
Liabilities from discontinued operations |
| 23,694,319 | ||||||
Total liabilities |
28,520,123 | 56,790,247 | ||||||
Equity: |
||||||||
Graymark Healthcare shareholders equity: |
||||||||
Preferred
stock $0.0001 par value, 10,000,000 authorized; no shares issued and outstanding |
| | ||||||
Common stock
$0.0001 par value, 500,000,000 shares authorized; 28,953,611 and 28,989,145 issued and outstanding, respectively |
2,895 | 2,899 | ||||||
Paid-in capital |
29,519,387 | 29,086,750 | ||||||
Accumulated deficit |
(29,218,977 | ) | (9,869,471 | ) | ||||
Total Graymark Healthcare shareholders equity |
303,305 | 19,220,178 | ||||||
Non-controlling interest |
(130,876 | ) | 75,521 | |||||
Total equity |
172,429 | 19,295,699 | ||||||
Total liabilities and shareholders equity |
$ | 28,692,552 | $ | 76,085,946 | ||||
GRAYMARK HEALTHCARE, INC.
Consolidated Statements of Operations
For the Years Ended December 31, 2010 and 2009
Consolidated Statements of Operations
For the Years Ended December 31, 2010 and 2009
2010 | 2009 | |||||||
Net Revenues: |
||||||||
Services |
$ | 17,206,634 | $ | 13,529,092 | ||||
Product sales |
5,557,455 | 4,042,447 | ||||||
22,764,089 | 17,571,539 | |||||||
Cost of Services and Sales: |
||||||||
Cost of services |
5,515,380 | 3,806,582 | ||||||
Cost of sales |
1,628,686 | 1,716,350 | ||||||
7,144,066 | 5,522,932 | |||||||
Gross Margin |
15,620,023 | 12,048,607 | ||||||
Operating Expenses: |
||||||||
Selling, general and administrative |
17,277,322 | 13,593,655 | ||||||
Bad debt expense |
1,763,736 | 3,768,699 | ||||||
Impairment of goodwill and intangible assets |
10,751,997 | | ||||||
Impairment of property and equipment |
762,224 | | ||||||
Depreciation and amortization |
1,337,990 | 1,074,132 | ||||||
31,893,269 | 18,436,486 | |||||||
Other (Expense): |
||||||||
Interest expense, net |
(1,223,334 | ) | (906,870 | ) | ||||
Other expense |
(10,061 | ) | (45,854 | ) | ||||
Impairment of equity investment |
(200,000 | ) | | |||||
Net other (expense) |
(1,433,395 | ) | (952,724 | ) | ||||
Income (loss) from continuing operations, before taxes |
(17,706,641 | ) | (7,340,603 | ) | ||||
Provision for income taxes |
(166,795 | ) | | |||||
Income (loss) from continuing operations, net of taxes |
(17,873,436 | ) | (7,340,603 | ) | ||||
Income (loss) from discontinued operations, net of taxes |
(1,416,083 | ) | 1,998,901 | |||||
Net income (loss) |
(19,289,519 | ) | (5,341,702 | ) | ||||
Less: Net income (loss) attributable to non-controlling interests |
(153,513 | ) | (153,806 | ) | ||||
Net income (loss) attributable to Graymark Healthcare |
$ | (19,136,006 | ) | $ | (5,187,896 | ) | ||
Earnings per common share (basic and diluted): |
||||||||
Net income (loss) from continuing operations |
$ | (0.61 | ) | $ | (0.25 | ) | ||
Income from discontinued operations |
(0.05 | ) | 0.07 | |||||
Net income (loss) per share |
$ | (0.66 | ) | $ | (0.18 | ) | ||
Weighted average number of common shares outstanding |
28,983,358 | 28,414,508 | ||||||
Weighted average number of diluted shares outstanding |
28,983,358 | 28,414,508 | ||||||