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8-K - FORM 8-K - First Physicians Capital Group, Inc. | c11097e8vk.htm |
Exhibit 99.1
9663 Santa Monica Blvd., #959 Beverly Hills, CA 90210 Tel: (310) 860-2501 Fax: (310) 860-1854 info@fpcapitalgroup.com |
First Physicians Capital Group Announces Preliminary Fiscal 2010 Results
Friday, January 14, 2011
BEVERLY HILLS, Calif. January 13, 2011 First Physicians Capital Group, Inc. (FPCG or the
Company) (OTC BB: FPCG), an operator of healthcare services firms, announced preliminary
un-audited results for the Companys fiscal year ended September 30, 2010 (Fiscal 2010).
The Company completed a strategic review of its operations at the end of the recent fiscal year.
The Company determined that the best course was to reorganize its operations. This decision was
based upon a combination of factors including, but not limited to, input from potential merger
partners, potential equity and debt funding sources, operating performance significantly below
expectations for certain of its facilities, and as a response to local market economic conditions
including the expected impact of changes in healthcare law.
In pursuit of this reorganization, FPCG has undertaken the following strategic initiatives
beginning in Fiscal 2011:
| Sold underperforming facilities in its portfolio of assets in Oklahoma |
| Held certain operations as discontinued or held for sale as they are not expected to
meet operating performance expectations or internal hurdle rates in Fiscal 2011 |
| Reduced and outsourced certain back office and administrative functions to better align
cost structures and business volume |
| Reorganized operations and real estate holdings into separate entities to better match
current and future working capital sources and needs |
The Company will provide further updates on the progress of its reorganization and transition plan,
and on any related transactions and financings with its first fiscal quarter 10-Q filing in
February or earlier regulatory filings as necessary.
The Company continues to work with its auditors to complete its Form 10-K filing for Fiscal 2010
and it expects to file prior to or on February 10, 2011. The Company also expects to file its Form
10-Q for the first fiscal quarter ended December 31, 2010 in a timely manner on or about February
15, 2011. As mentioned above, the Company has been working on a number of material transactions
subsequent to the close of its Fiscal 2010 year. Given the potential financial impact on reported
results, FPCG and its auditors are taking the time to complete the audit and financial statements
with these latest transactions in mind. The Companys stock symbol, FPCG.OB, may carry an E after
the ticker symbol for a period of time until its Form 10-K is filed. The Company believes it will
continue to trade on the OTC BB exchange during this period.
9663 Santa Monica Blvd., #959 Beverly Hills, CA 90210 Tel: (310) 860-2501 Fax: (310) 860-1854 info@fpcapitalgroup.com |
Table 1. First Physicians Capital Group, Inc. Preliminary Consolidated Income Statement (in
thousands)
Fiscal Year Ended | ||||||||||||||||||||||||||||
Sep. 30, 2009 | Fiscal Year Ended Sep. 30, 2010 | Fiscal Year Ended Sep. 30, 2010 | ||||||||||||||||||||||||||
FPCG | FPCG | Assets Sold/ | FPCG Consol | Discont. | Pro Forma | FPCG Consol | ||||||||||||||||||||||
Consol | Consol | Held for Sale | Pro Forma | Ops | Adj(1) | Pro Forma | ||||||||||||||||||||||
Revenue from services |
$ | 39,090 | $ | 39,502 | $ | 5,170 | $ | 34,332 | $ | 10,852 | $ | | $ | 23,481 | ||||||||||||||
Cost and expenses: |
||||||||||||||||||||||||||||
Selling, general and
administrative expenses |
39,514 | 38,161 | 7,274 | 30,886 | 11,426 | | 19,460 | |||||||||||||||||||||
Provision for doubtful accounts |
4,561 | 5,914 | 863 | 5,051 | 262 | | 4,789 | |||||||||||||||||||||
Amortization of stock-based
compensation |
1,245 | 1,078 | | 1,078 | | | 1,078 | |||||||||||||||||||||
Impairment of long-lived
assets and goodwill |
209 | | | | | | | |||||||||||||||||||||
Depreciation and amortization |
1,102 | 1,470 | 124 | 1,346 | 387 | | 959 | |||||||||||||||||||||
Total costs and expenses |
46,631 | 46,623 | 8,262 | 38,362 | 12,075 | | 26,286 | |||||||||||||||||||||
Operating income |
(7,541 | ) | (7,121 | ) | (3,092 | ) | (4,029 | ) | (1,224 | ) | | (2,805 | ) | |||||||||||||||
Interest income |
42 | 496 | 4 | 492 | 42 | 109 | 559 | |||||||||||||||||||||
Interest expense |
(2,094 | ) | (2,012 | ) | (824 | ) | (1,188 | ) | (584 | ) | | (604 | ) | |||||||||||||||
Other income (expense) |
(281 | ) | | | | 104 | | (104 | ) | |||||||||||||||||||
Minority interest |
(177 | ) | (681 | ) | | (681 | ) | | | (681 | ) | |||||||||||||||||
Net loss from operations
before taxation and non-cash
beneficial conversion feature |
(10,051 | ) | (9,319 | ) | (3,913 | ) | (5,407 | ) | (1,662 | ) | 109 | (3,636 | ) | |||||||||||||||
Taxation |
| | | | | | | |||||||||||||||||||||
Non-cash beneficial conversion
feature preferred dividend |
(317 | ) | (48 | ) | | (48 | ) | | | (48 | ) | |||||||||||||||||
Net loss allocable to
common stockholders |
$ | (10,368 | ) | $ | (9,367 | ) | $ | (3,913 | ) | $ | (5,454 | ) | $ | (1,662 | ) | $ | 109 | $ | (3,684 | ) | ||||||||
EBITDA |
$ | (4,985 | ) | $ | (4,573 | ) | $ | (2,968 | ) | $ | (1,605 | ) | $ | (836 | ) | $ | | $ | (769 | ) | ||||||||
FPCG Corporate Overhead |
(3,607 | ) | (2,660 | ) | | (2,660 | ) | | | (2,660 | ) | |||||||||||||||||
EBITDA less |
||||||||||||||||||||||||||||
FPCG Corporate Overhead |
$ | (1,378 | ) | $ | (1,912 | ) | $ | (2,968 | ) | $ | 1,055 | $ | (836 | ) | $ | | $ | 1,892 |
Notes:
(1) | Pro forma adjustment made for approximately $109,000 of annual interest income earned on seller
note received as consideration for sale of discontinued assets. |
Important Notice
It should be noted that EBITDA is a financial measure that is not recognized under accounting
principles generally accepted in the United States of America (GAAP). EBITDA should not be
considered as an alternative to, or more meaningful than, net income, operating income, cash flows
from operations or other traditional indications of a companys operating performance or liquidity
that are derived in accordance with GAAP. In addition, the Companys calculations of EBITDA may not
be comparable to similarly titled measures being disclosed by other companies, limiting their
usefulness as comparative measures. The Company discloses EBITDA as it is a commonly referred to
financial metric used in the investing community to evaluate the performance of companies in our
industry. The Company believes that disclosure of EBITDA is helpful to those reviewing its
performance, as EBITDA provides information on the Companys ability to meet debt
service, capital expenditure and working capital requirements and management believes that EBITDA
is also a useful indicator of the Companys operating performance.
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9663 Santa Monica Blvd., #959 Beverly Hills, CA 90210 Tel: (310) 860-2501 Fax: (310) 860-1854 info@fpcapitalgroup.com |
To better facilitate comparisons from reporting period to reporting period on the productivity of
our healthcare facilities operations, non-GAAP supplemental information is provided. The Company
highlights:
| Revenue from Services |
| Provisions for Doubtful Accounts (Bad Debt Expense) |
| EBITDA less FPCG Corporate Overhead |
| FPCG Corporate Overhead, our overhead expense at the corporate holding company |
About First Physicians Capital Group, Inc.
First Physicians Capital Group, Inc. is an operator of healthcare services firms in the U.S. For
more information, please visit www.fpcapitalgroup.com.
Safe-Harbor Statement under the Private Securities Litigation Reform Act of 1995: This press
release may contain forward-looking information within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended (the Exchange Act), including all statements that are not
statements of historical fact regarding the intent, belief or current expectations of the Company,
its directors or its officers with respect to, among other things: (i) the Companys financing
plans; (ii) trends affecting the Companys financial condition or results of operations; (iii) the
Companys growth strategy and operating strategy; and (iv) the declaration and payment of
dividends. The words may, would, will, expect, estimate, anticipate, believe,
intend and similar expressions and variations thereof are intended to identify forward-looking
statements. Investors are cautioned that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, many of which are beyond the Companys
ability to control, and that actual results may differ materially from those projected in the
forward-looking statements as a result of various factors including the risks disclosed in the
Companys Forms 10-K and 10-Q filed with the Securities Exchange Commission.
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