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8-K - FORM 8-K - Foundation Healthcare, Inc. | c24670e8vk.htm |
Exhibit 99.1
Graymark Healthcare Reports Third Quarter 2011 Financial Results
OKLAHOMA CITY, OK November 15, 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 third quarter ended
September 30, 2011.
Third Quarter 2011 Overview
Net Revenues($ in thousands) | Q3 11 | Q3 10 | ∆% | Q2 11 | ∆% | |||||||||||||||
Services (Sleep Diagnostics) |
$ | 3,287 | $ | 3,530 | -7 | % | $ | 3,143 | 5 | % | ||||||||||
Product Sales (Sleep
Therapy) |
1,196 | 1,345 | -11 | % | 1,266 | -6 | % | |||||||||||||
Total |
$ | 4,483 | $ | 4,875 | -8 | % | $ | 4,409 | 2 | % | ||||||||||
Volume | Q3 11 | Q3 10 | ∆% | Q2 11 | ∆% | |||||||||||||||
Sleeps |
4,245 | 4,060 | 5 | % | 4,005 | 6 | % | |||||||||||||
Set-ups |
694 | 807 | -14 | % | 683 | 2 | % | |||||||||||||
Conversion percentage |
16.3 | % | 19.9 | % | -4 | % | 17.1 | % | -1 | % | ||||||||||
Re-supply |
3,575 | 1,745 | 105 | % | 2,749 | 30 | % |
Third Quarter 2011 Financial Results
Net revenues in the third quarter of 2011 were $4.5 million, decreasing 8% from $4.9 million in the
third quarter of 2010 (as adjusted for the discontinued operations of the companys retail pharmacy
business and the sale of Nocturna East Sleep Centers). The decrease in revenue was primarily
attributable to lower average revenue per sleep study performed primarily due to the companys
acquisitions of new hospital-based management agreements which are reimbursed at lower revenues per
sleep study, but yield higher margins due to the lack of any significant occupancy costs.
During the third quarter of 2011, the company focused on increasing patient sleep study volumes by
centralizing the patient scheduling function thereby increasing operational efficiency, maximizing
the use of available capacity and compressing the elapsed time between referral receipt and
rendering of service. As a result, sleep study volume increased 6% to 4,245 studies from 4,005 in
the previous quarter. Additionally, net revenues increased 2% from $4.4 million in the previous
quarter (as adjusted for the sale of Nocturna East Sleep Centers) despite the reduction in the
reimbursement per sleep study discussed above.
Net revenues from Graymarks sleep therapy business were $1.2 million, decreasing 11% from $1.3
million in the year-ago quarter. The decrease was due to a reduction in initial CPAP device set-ups
along with a decline in reimbursement levels, partially offset by an increase in recurring revenue
from the companys re-supply business. Re-supply volume increased 105% to 3,575 packages shipped,
compared to 1,745 shipped in the year-ago quarter, and increased 30% from 2,749 packages shipped in
the previous quarter.
Selling, general and administrative expenses decreased 11% to $3.3 million, compared to $3.7
million in the year-ago quarter. This decrease was primarily due to staff reductions related to the
centralization of billing and scheduling, renegotiations of facility leases and the consolidation
of unprofitable facilities.
Loss from continuing operations, net of taxes, was $1.6 million in the third quarter of 2011,
compared to a loss from continuing operations of $2.4 million in the year-ago quarter. Net loss
attributable to Graymark was $1.6
million or $(0.10) per share in the third quarter of 2011, compared to a net loss of $3.8 million
or $(0.52) per share in the year-ago quarter.
EBITDA from continuing operations in the third quarter of 2011 was a loss of $1.0 million, compared
to a loss of $1.8 million in the year-ago quarter (see Reconciliation of Non-GAAP Financial
Measures below for the definition and an important discussion of this non-GAAP financial measure).
At the end of the third quarter of 2011, cash and cash equivalents totaled $5.5 million, compared
to $0.6 million at December 31, 2010. The $5.5 million in cash and equivalents is net of $0.7
million of prepaid principle and interest paid through December 31, 2011 related to the companys
primary credit facility, reflected on the balance sheet in Other current assets. Furthermore, the
cash balance does not reflect $2.0 million currently held in an escrow account related to the sale
of the companys retail pharmacy business, which the company anticipates receiving in two equal
installments of $1.0 million in December 2011 and June 2012, subject to offset for any potential
indemnity claims.
Third Quarter 2011 Operational Highlights
| Signed two new hospital contracts, bringing the net facility count to 100 (77 hospital or rural outreach facilities and 23 standalone diagnostic, treatment and therapy facilities). | ||
| Signed a letter of intent to acquire Village Sleep Center of Plano, Texas, adding to the companys strong operations in the Dallas/Fort Worth market. |
Sleep Studies by Facility Type
Q3 11 | Q3 10 | Q2 11 | ||||||||||||||||||||||
Number | % | Number | % | Number | % | |||||||||||||||||||
Free standing centers |
2,478 | 58 | % | 3,061 | 75 | % | 2,467 | 62 | % | |||||||||||||||
Managed hospital based |
762 | 18 | % | 131 | 3 | % | 619 | 15 | % | |||||||||||||||
Hospital based outreach |
1,005 | 24 | % | 868 | 22 | % | 919 | 23 | % | |||||||||||||||
Total hospital based |
1,767 | 42 | % | 999 | 25 | % | 1,538 | 38 | % | |||||||||||||||
Total sleep studies performed |
4,245 | 100 | % | 4,060 | 100 | % | 4,005 | 100 | % |
Management Commentary
We continued to realize volume growth in our sleep centers through proactive steps taken at the
beginning of the year to implement new sales incentives and management changes, said Stanton
Nelson, Graymark Healthcares CEO. We also centralized the majority of our benefits verification
and scheduling processes, which drove an improvement in our conversion rate of referrals to sleep
studies. We expect to complete the centralization of these processes in the early part of the
fourth quarter of 2011, which we anticipate will bring additional volume enhancements. The
rightsizing of our cost structure has also been successful as we have realized nearly $2 million in
SG&A savings since the beginning of the year.
With the cost-cutting program and sales strategy in place, our focus for the remainder of the year
will be growing the scale of our organization, continued Nelson. We expect to close the
acquisition of Village Sleep Center in the fourth quarter, and our improved working capital
position combined with a highly fragmented sleep market has allowed our team to identify additional
accretive acquisition targets. This opportunity, united with our goal to add hospital contracts,
gives us great confidence that our comprehensive model will allow Graymark to gain significant
market share.
Page 2 of 6
Conference Call
The company will host a conference call to discuss its third quarter 2011 financial results today
(November 15, 2011) at 11:00 a.m. Eastern time.
Dial-in number: 1-877-941-2321
International: 1-480-629-9714
Conference ID#: 4488490
International: 1-480-629-9714
Conference ID#: 4488490
The conference call will be broadcast live http://viavid.net/dce.aspx?sid=0000903E and available
for replay via the Investors section of the companys website at www.graymarkhealthcare.com
Please call the conference telephone number 5-10 minutes prior to the start time. An operator will
register your name and organization. If you have any difficulty connecting with the conference
call, please contact Liolios Group at 1-949-574-3860.
A replay of the call will be available on the same day after 2:00 p.m. Eastern time on the same day
and until December 15, 2011.
Toll-free replay number: 1-877-870-5176
International replay number: 1-858-384-5517
Replay pin number: 4488490
International replay number: 1-858-384-5517
Replay pin number: 4488490
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 sleep laboratories primarily in the Midwest, including
standalone or IDTF facilities, therapy facilities, rural outreach hospital sites and urban hospital
management 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 expenses, as
a complement to GAAP results. EBITDA is commonly used by management and investors as a measure of
leverage capacity, debt service ability and liquidity. EBITDA is not considered a measure of
financial performance under U.S. generally accepted accounting principles (GAAP), and the items
excluded from EBITDA are significant components in understanding and assessing the companys
financial performance. 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 is not a measure determined in accordance with GAAP and is
susceptible to varying calculations, EBITDA, as presented, may not be comparable to other similarly
titled measures of other companies.
Page 3 of 6
Graymark Healthcare, Inc.
Reconciliation of Net Income to EBITDA From Continuing Operations
For The Three Month Periods Ended September 30, 2011 and 2010 and June 30, 2011
(Unaudited)
Reconciliation of Net Income to EBITDA From Continuing Operations
For The Three Month Periods Ended September 30, 2011 and 2010 and June 30, 2011
(Unaudited)
09/30/11 | 09/30/10 | 06/30/11 | ||||||||||
Net loss |
$ | (1,583,437 | ) | $ | (3,831,005 | ) | $ | (600,248 | ) | |||
(Income) Loss Discontinued Operations |
14,896 | (1,382,912 | ) | (542,342 | ) | |||||||
Loss From Continuing Operations, net
of taxes |
(1,568,541 | ) | (2,448,093 | ) | (1,142,590 | ) | ||||||
EBITDA addbacks: |
||||||||||||
Interest |
300,791 | 342,345 | 325,366 | |||||||||
Taxes |
3,498 | 3,498 | 3,498 | |||||||||
Depreciation and amortization |
279,463 | 318,504 | 277,534 | |||||||||
Total EBITDA addbacks |
583,752 | 664,347 | 606,398 | |||||||||
EBITDA From Continuing Operations |
$ | (984,789 | ) | $ | (1,783,746 | ) | $ | (536,192 | ) | |||
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 1-405-601-5300
Stanton Nelson
Chairman and CEO
Tel 1-405-601-5300
Investor Relations:
Liolios Group, Inc.
Scott Liolios or Cody Slach
Tel 1-949-574-3860
GRMH@liolios.com
Scott Liolios or Cody Slach
Tel 1-949-574-3860
GRMH@liolios.com
Page 4 of 6
GRAYMARK HEALTHCARE, INC.
Consolidated Condensed Balance Sheets
(Unaudited)
Consolidated Condensed Balance Sheets
(Unaudited)
September 30, | December 31, | |||||||
2011 | 2010 | |||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 5,538,315 | $ | 639,655 | ||||
Accounts receivable, net of allowances for contractual adjustments and
doubtful accounts of $3,023,298 and $2,791,906, respectively |
2,945,502 | 2,597,848 | ||||||
Inventories |
512,242 | 553,342 | ||||||
Current assets from discontinued operations |
2,123,927 | 3,349,567 | ||||||
Other current assets |
1,136,133 | 438,315 | ||||||
Total current assets |
12,256,119 | 7,578,727 | ||||||
Property and equipment, net |
2,948,951 | 3,642,847 | ||||||
Intangible assets, net |
1,202,956 | 1,313,756 | ||||||
Goodwill |
12,844,223 | 12,844,223 | ||||||
Other assets from discontinued operations |
66,722 | 2,579,410 | ||||||
Other assets |
355,211 | 733,589 | ||||||
Total assets |
$ | 29,674,182 | $ | 28,692,552 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Liabilities: |
||||||||
Accounts payable |
$ | 602,500 | $ | 909,983 | ||||
Accrued liabilities |
1,994,536 | 2,263,907 | ||||||
Current portion of long-term debt |
19,487,017 | 22,768,781 | ||||||
Current liabilities from discontinued operations |
779,646 | 2,140,602 | ||||||
Total current liabilities |
22,863,699 | 28,083,273 | ||||||
Long-term debt, net of current portion |
244,314 | 436,850 | ||||||
Total liabilities |
23,108,013 | 28,520,123 | ||||||
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;
14,992,850 and 7,238,403 issued and outstanding, respectively |
1,499 | 724 | ||||||
Paid-in capital |
40,007,884 | 29,521,558 | ||||||
Accumulated deficit |
(33,193,006 | ) | (29,218,977 | ) | ||||
Total Graymark Healthcare shareholders equity (deficit) |
6,816,377 | 303,305 | ||||||
Noncontrolling interest |
(250,208 | ) | (130,876 | ) | ||||
Total equity (deficit) |
6,566,169 | 172,429 | ||||||
Total liabilities and shareholders equity |
$ | 29,674,182 | $ | 28,692,552 | ||||
Page 5 of 6
GRAYMARK HEALTHCARE, INC.
Consolidated Condensed Statements of Operations
For the Three Months Ended September 30, 2011 and 2010
(Unaudited)
Consolidated Condensed Statements of Operations
For the Three Months Ended September 30, 2011 and 2010
(Unaudited)
2011 | 2010 | |||||||
Net Revenues: |
||||||||
Services |
$ | 3,287,272 | $ | 3,530,002 | ||||
Product sales |
1,195,700 | 1,345,443 | ||||||
4,482,972 | 4,875,445 | |||||||
Cost of Services and Sales: |
||||||||
Cost of services |
1,299,030 | 1,349,730 | ||||||
Cost of sales |
462,048 | 426,533 | ||||||
1,761,078 | 1,776,263 | |||||||
Gross Margin |
2,721,894 | 3,099,182 | ||||||
Operating Expenses: |
||||||||
Selling, general and administrative |
3,316,295 | 3,746,016 | ||||||
Bad debt expense |
387,388 | 374,689 | ||||||
Impairment of fixed assets |
| 762,224 | ||||||
Depreciation and amortization |
279,463 | 318,503 | ||||||
3,983,146 | 5,201,432 | |||||||
Other (Expense): |
||||||||
Interest expense, net |
(300,791 | ) | (342,345 | ) | ||||
Other expense |
(3,000 | ) | | |||||
Net other (expense) |
(303,791 | ) | (342,345 | ) | ||||
Income (loss) from continuing operations, before taxes |
(1,565,043 | ) | (2,444,595 | ) | ||||
(Provision) benefit for income taxes |
(3,498 | ) | (3,498 | ) | ||||
Income (loss) from continuing operations, net of taxes |
(1,568,541 | ) | (2,448,093 | ) | ||||
Income (loss) from discontinued operations, net of taxes |
(14,896 | ) | (1,382,911 | ) | ||||
Net income (loss) |
(1,583,437 | ) | (3,831,004 | ) | ||||
Less: Net income (loss) attributable to non-controlling interests |
(27,544 | ) | (61,233 | ) | ||||
Net income (loss) attributable to Graymark Healthcare |
$ | (1,555,893 | ) | $ | (3,769,771 | ) | ||
Earnings per common share (basic and diluted): |
||||||||
Net income (loss) from continuing operations |
$ | (0.10 | ) | $ | (0.33 | ) | ||
Income from discontinued operations |
| (0.19 | ) | |||||
Net income (loss) per share |
$ | (0.10 | ) | $ | (0.52 | ) | ||
Weighted average number of common shares outstanding |
14,885,911 | 7,244,516 | ||||||
Weighted average number of diluted shares outstanding |
14,885,911 | 7,244,516 | ||||||
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