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8-K - 8-K - 21st Century Oncology Holdings, Inc.a11-12049_18k.htm

Exhibit 99.1

 

 

RADIATION THERAPY SERVICES HOLDINGS, INC.

 

PRESS RELEASE

 

Investors:

Amy Glynn / Nick Laudico

The Ruth Group

646-536-7023 / 7030

aglynn@theruthgroup.com

nlaudico@theruthgroup.com

 

 

RADIATION THERAPY SERVICES HOLDINGS, INC. REPORTS FIRST QUARTER 2011 FINANCIAL RESULTS

 

First Quarter 2011 Highlights:

 

·                  Completed acquisition of Medical Developers, LLC and issuance of $66.3 million of 9.875% Senior Subordinated Notes due 2017 in connection therewith

·                  Pro Forma Adjusted EBITDA increased 21.1% versus same period in prior year

·                  Same practice therapy revenue increased 3.3% versus same period in prior year

·                  Continued to strengthen management team with appointment of Senior Vice President of Managed Care and Network Development

 

FORT MYERS, FL, May 11, 2011 — Radiation Therapy Services Holdings, Inc. (the “Company”), a leading operator of radiation therapy centers, today announced financial results for the first quarter ended March 31, 2011.

 

Total revenues for the first quarter of 2011 were $156.5 million, an increase of 16.4% compared to $134.5 million in revenue in the same quarter of 2010. The increase in revenue was principally due to revenue from the May 2010 acquisition of the Myrtle Beach, South Carolina physician practices and the March 2011 acquisition of Medical Developers, LLC (“Medical Developers”), which operates 26 radiation oncology centers in Latin America, of $9.9 million and $5.2 million, respectively.  In addition, the Company issued $66.3 million of its 9.875% senior subordinated notes due 2017 to facilitate the acquisition of Medical Developers.

 

For the first quarter 2011, the Company reported an average of 2,004 total treatments per day at its domestic freestanding radiation oncology centers, up 3.7% as compared to the same period in 2010.

 



 

Same practice therapy revenue increased 3.3% from the first quarter of 2010 principally as a result of a mix shift towards more clinically sophisticated radiation oncology services, which resulted in an increase in Relative Value Units (“RVUs”)  and an additional treatment day, both partially offset by a reduction in the conversion factor for fiscal year 2011.

 

Total RVUs per day at domestic freestanding centers increased 16.5% in the first quarter of 2011 versus the same period of the prior year principally as a result of an increase in RVU values in 2011 and a mix shift towards more clinically sophisticated radiation oncology services.

 

Adjusted earnings before interest, taxes, depreciation, amortization, stock-based compensation and other non-cash and pro forma items (“Pro Forma Adjusted EBITDA”) increased 21.1% in the first quarter of 2011 to $31.2 million, or 18.9% of total pro forma revenues, from $25.7 million, or 19.1% of total pro forma revenues, in the first quarter of 2010.  A reconciliation of net loss attributable to Radiation Therapy Services Holdings, Inc. shareholder determined in accordance with generally accepted accounting principles to Pro Forma Adjusted EBITDA and total revenues determined in accordance with generally accepted accounting principles to total pro forma revenues for the quarters ended March 31, 2011 and 2010 is included in the attached supplemental information.

 

The net loss for the first quarter of 2011 was $3.1 million, compared to a net loss of $1.0 million in the first quarter of 2010.  The increase in net loss for the first quarter of 2011 was primarily due to an increase in income tax expense related to an additional valuation allowance provided against the Company’s U.S. and certain states’ deferred tax assets.

 

Dr. Daniel Dosoretz, President and Chief Executive Officer, said, “Although we are seeing slight improvements in volume levels in our same practice centers, similar to other healthcare providers, we believe in many markets patients are continuing to postpone visits to their primary care physicians and other providers that can lead to the early diagnosis and treatment of cancer.

 

“We are very excited about the short and long term prospects associated with our March 1st acquisition of 26 radiation oncology centers in Latin America, a rapidly growing market. Leveraging this strong platform, we believe there are substantial opportunities to develop de novo centers and acquire additional centers, employing the clustering strategy that has proven successful for us in the U.S.

 

“During the first quarter, we continued to strengthen our management team with the appointment of Kurt Janavitz to the position of Senior Vice President of Managed Care and Network Development.  Kurt has more than 20 years experience in health care finance, strategy, operations and marketing and has worked extensively on the payer and provider sides of the business.

 

“Finally, we are pleased with the continued progress in other important initiatives, such as improvements to our clinical information technology systems to advance patient care, and the work associated with our role as developer and managing partner in the first proton beam center to be located in New York,” concluded Dr. Dosoretz.

 



 

Conference Call

 

Management will host a conference call Thursday, May 12, 2011 at 11:00 a.m. EDT to discuss financial results, other developments and business conditions. The dial-in numbers are (877) 407-4018 for domestic callers and (201) 689-8471 for international callers.  In addition, a telephonic replay of the call will be available until May 26, 2011.  The replay dial-in numbers are (877) 870-5176 for domestic callers and (858) 384-5517 for international callers.  Please use the conference ID number 371043 to access the replay.

 

About Radiation Therapy Services, Inc.

 

Radiation Therapy Services, Inc., the Company’s wholly-owned operating subsidiary, which operates radiation treatment centers primarily under the name 21st Century Oncology, is a provider of advanced radiation therapy services to cancer patients. In total, Radiation Therapy Services, Inc. operates 118 treatment centers, including 91 centers located in 16 U.S. states, 26 centers located in six countries in Latin America and one center located in India.  Radiation Therapy Services, Inc. is headquartered in Fort Myers, Florida.

 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These statements are based on management’s current expectations or beliefs about the Company’s future plans, expectations and objectives, including, but not limited to, the Company’s expected financial results and estimates for 2011.  These forward-looking statements are not historical facts and are subject to risks and uncertainties that could cause the actual results to differ materially from those projected in these forward-looking statements including, but not limited to the Company’s actual financial results and those risk factors that may be described from time to time in the Company’s filings with the Securities and Exchange Commission.  Readers of this release are cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date stated, or if no date is stated, as of the date of this press release. The Company undertakes no obligation to publicly update or revise the forward-looking statements contained herein to reflect changed events or circumstances after the date of this release, unless required by law.

 



 

 RADIATION THERAPY SERVICES HOLDINGS, INC.

 CONDENSED CONSOLIDATED BALANCE SHEETS

 (in thousands, except share and per share amounts)

 

 

 

March 31,

 

December 31,

 

 

 

2011

 

2010

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

23,455

 

$

13,977

 

Accounts receivable, net

 

94,231

 

63,571

 

Prepaid expenses

 

7,008

 

6,969

 

Inventories

 

1,409

 

1,426

 

Deferred income taxes

 

2,276

 

2,276

 

Other

 

8,189

 

3,534

 

Total current assets

 

136,568

 

91,753

 

 

 

 

 

 

 

Equity investments in joint ventures

 

3,746

 

20,136

 

Property and equipment, net

 

239,018

 

229,665

 

Real estate subject to finance obligation

 

9,567

 

8,100

 

Goodwill

 

838,438

 

770,898

 

Intangible assets, net

 

107,210

 

85,236

 

Other assets

 

32,744

 

30,542

 

Total assets

 

$

1,367,291

 

$

1,236,330

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

27,807

 

$

21,888

 

Accrued expenses

 

53,010

 

35,765

 

Income taxes payable

 

8,755

 

5,994

 

Current portion of long-term debt

 

8,875

 

8,780

 

Current portion of finance obligation

 

54

 

53

 

Other current liabilities

 

6,626

 

197

 

Total current liabilities

 

105,127

 

72,677

 

Long-term debt, less current portion

 

654,480

 

590,051

 

Finance obligation, less current portion

 

10,076

 

8,515

 

Other long-term liabilities

 

18,008

 

15,981

 

Deferred income taxes

 

41,827

 

33,527

 

Total liabilities

 

829,518

 

720,751

 

 

 

 

 

 

 

Noncontrolling interests - redeemable

 

7,322

 

7,371

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

Common stock, $0.01 par value, 1,025 shares authorized, 1,025 and 1,000 shares issued and outstanding at March 31, 2011 and December 31, 2010

 

 

 

Additional paid-in capital

 

647,954

 

630,989

 

Retained deficit

 

(134,890

)

(130,374

)

Notes receivable from shareholder

 

(175

)

(175

)

Accumulated other comprehensive loss, net of tax

 

(1,884

)

(3,391

)

Total Radiation Therapy Services Holdings, Inc. shareholder’s equity

 

511,005

 

497,049

 

Noncontrolling interests - nonredeemable

 

19,446

 

11,159

 

Total equity

 

530,451

 

508,208

 

Total liabilities and equity

 

$

1,367,291

 

$

1,236,330

 

 



 

RADIATION THERAPY SERVICES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands)

(unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

Net patient service revenue

 

$

155,083

 

$

133,113

 

Other revenue

 

1,454

 

1,420

 

Total revenues

 

156,537

 

134,533

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

Salaries and benefits

 

80,899

 

69,664

 

Medical supplies

 

12,491

 

10,813

 

Facility rent expense

 

7,823

 

5,316

 

Other operating expenses

 

7,458

 

6,244

 

General and administrative expenses

 

17,836

 

14,268

 

Depreciation and amortization

 

12,455

 

12,088

 

Provision for doubtful accounts

 

3,801

 

2,739

 

Interest expense, net

 

14,493

 

15,020

 

Gain on fair value adjustment of previously held equity investment

 

(234

)

 

Foreign currency transaction loss

 

10

 

 

Loss on forward currency derivative contracts

 

116

 

 

Total expenses

 

157,148

 

136,152

 

 

 

 

 

 

 

Loss before income taxes

 

(611

)

(1,619

)

Income tax expense (benefit)

 

2,466

 

(620

)

 

 

 

 

 

 

Net loss

 

(3,077

)

(999

)

 

 

 

 

 

 

Net income attributable to noncontrolling interests- redeemable and non-redeemable

 

(1,439

)

(807

)

 

 

 

 

 

 

Net loss attributable to Radiation Therapy Services Holdings, Inc. shareholder

 

(4,516

)

(1,806

)

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

Unrealized gain on derivative interest rate swap agreement and foreign currency translation, net of tax

 

1,169

 

276

 

Comprehensive loss

 

$

(3,347

)

$

(1,530

)

 



 

RADIATION THERAPY SERVICES HOLDINGS, INC.

Supplemental Financial Information (Unaudited)

Reconciliation of Pro-forma Adjusted EBITDA to Net Loss Attributable

to Radiation Therapy Services Holdings, Inc. Shareholder

 

 

 

Three Months Ended

 

 

 

March 31,

 

(in thousands):

 

2011

 

2010

 

 

 

 

 

 

 

Total revenues

 

$

156,537

 

$

134,533

 

Pro-forma full period effect of acquisitions (a) 

 

8,345

 

 

Total pro-forma revenues

 

$

164,882

 

$

134,533

 

 

 

 

 

 

 

Net loss attributable to Radiation Therapy Services Holdings, Inc. shareholder

 

$

(4,516

)

$

(1,806

)

Income tax expense (benefit)

 

2,466

 

(620

)

Interest expense, net

 

14,493

 

15,020

 

Depreciation and amortization

 

12,455

 

12,088

 

Loss on forward currency derivative contracts

 

116

 

 

Gain on fair value adjustment of previously held equity investment

 

(234

)

 

Management fees (b) 

 

277

 

267

 

Non-cash expenses (c) 

 

1,342

 

1,086

 

Sale-lease back adjustments (d) 

 

(196

)

(1,898

)

Acquisition-related costs (e) 

 

1,648

 

81

 

Other expenses (f) 

 

321

 

649

 

Litigation settlement (g) 

 

 

866

 

Pro-forma full period effect of acquisition EBITDA (a) 

 

3,000

 

 

 

 

 

 

 

 

Pro-forma Adjusted EBITDA (1) 

 

$

31,172

 

$

25,733

 

 

 

 

 

 

 

Pro-forma Adjusted EBITDA as a percentage of total pro-forma revenues

 

18.9

%

19.1

%

 



 


(1) Pro-forma Adjusted EBITDA is defined as income (loss) before interest expense (net of interest income), income taxes, depreciation and amortization, foreign currency hedge loss, gain on fair value adjustment of previously held equity investment management fees from our sponsor, non-cash expenses including costs relating to stock compensation, amortization of straight-line rent and amortization of capital expenditures relating to repairs and maintenance, sale-lease back adjustments, acquisition-related costs, other expenses including loss on sale of assets, severance payments related to termination of employee staff reductions and tail premiums on termed physicians, litigation settlements with physicians, change in accounting estimate physician compensation and pro-forma full period effect of acquisition EBITDA.

 

(a) Pro-forma amounts related to adjustments to total revenues and Pro-forma Adjusted EBITDA to reflect the full period effect of our acquisition completed during 2011, including the purchase of the Medical Developers’ physician practices in March 2011. The adjustments reflect the impact to our total revenues and Pro-forma Adjusted EBITDA as if the acquisition had occurred at the beginning of the year.

 

(b) Management fees are fees paid to our sponsor, Vestar Capital Partners.

 

(c) Non-cash expenses including costs relating to stock compensation, amortization of straight-line rent and amortization of capital expenditures relating to warranty arrangements amortized to repairs and maintenance.

 

(d) Sale-lease back adjustments relates to the adjustment of benefit derived from the classification of operating leases as finance obligations reflecting a reclassification of interest expense and depreciation and amortization expense as rent expense.

 

(e) Acquisition related costs associated with the adoption of ASC 805, Business Combinations, requiring prior capitalized costs be expensed, including professional fees and due diligence costs relating to the acquisition of physician practices.

 

(f) Other expenses include loss on sale of assets, severance payments related to termination of employee staff reductions and tail premiums paid on terminated physicians.

 

(g) Litigation settlement relates to costs associated with the termination of physicians during 2010 as a result of the cost savings plans

implemented in the fourth quarter of 2009.

 

We believe the Pro-forma Adjusted EBITDA provides useful information about our financial performance to investors, lenders, financial analysts and rating agencies since these groups have historically used EBITDA-related measures in the healthcare industry, along with other measures, to estimate the value of a company, to make informed investment decisions, to evaluate a company’s leverage capacity and its ability to meet its debt service requirements.  Pro-forma Adjusted EBITDA eliminates the uneven effect of non-cash depreciation of tangibles assets and amortization of intangible assets, much of which results from acquisitions accounted for under the purchase method of accounting.  Pro-forma Adjusted EBITDA is also used by us to measure individual performance for incentive compensation purposes and as an analytical indicator for purposes of allocating resources to our operating business and assessing their performance, both internally and relative to our peers, as well as to evaluate the performance of our operating management teams, and for purposes in the calculation of debt covenants and related disclosures.

 

Pro-forma Adjusted EBITDA is not intended as a substitute for net income (loss) attributable to Radiation Therapy Services Holdings, Inc. shareholder, operating cash flows or other cash flow data determined in accordance with accounting principles generally accepted in the United States. Due to varying methods of calculation, Pro-forma Adjusted EBITDA as presented may not be comparable to similarly titled measures of other companies.

 



 

RADIATION THERAPY SERVICES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

 

 

Three months ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

Cash flows from operating activities

 

 

 

 

 

Net loss

 

$

(3,077

)

$

(999

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

Depreciation

 

10,829

 

9,173

 

Amortization

 

1,626

 

2,915

 

Deferred rent expense

 

289

 

557

 

Deferred income taxes

 

1,968

 

2,160

 

Stock-based compensation

 

680

 

250

 

Provision for doubtful accounts

 

3,801

 

2,739

 

(Gain) loss on the sale of property and equipment

 

(8

)

415

 

Loss on forward currency derivative contracts

 

116

 

 

Loss on foreign currency transactions

 

49

 

 

Gain on fair value adjustment of previously held equity investment

 

(234

)

 

Amortization of debt discount

 

192

 

302

 

Amortization of loan costs

 

1,014

 

707

 

Equity interest in net loss (earnings) of joint ventures

 

250

 

(165

)

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable and other receivables

 

(15,597

)

(7,576

)

Income taxes payable

 

(337

)

(2,831

)

Inventories and other current assets

 

(677

)

62

 

Prepaid expenses

 

765

 

2,322

 

Accounts payable

 

2,844

 

82

 

Accrued expenses

 

13,887

 

(975

)

 

 

 

 

 

 

Net cash provided by operating activities

 

18,380

 

9,138

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Purchase of property and equipment

 

(11,413

)

(6,782

)

Acquisition of medical practices

 

(42,104

)

(283

)

Proceeds from the sale of property and equipment

 

5

 

263

 

Repayments from employees

 

135

 

216

 

Contribution of capital to joint venture entities

 

 

(2,633

)

Distribution received from joint venture entities

 

300

 

 

Proceeds from the sale of equity interest in a joint venture

 

312

 

 

Payment of foreign currency derivative contracts

 

(552

)

 

Change in other assets and other liabilities

 

(60

)

(1,873

)

 

 

 

 

 

 

Net cash used in investing activities

 

(53,377

)

(11,092

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from issuance of debt (net of original issue discount of $625)

 

49,401

 

 

Principal repayments of debt

 

(2,456

)

(3,609

)

Repayments of finance obligation

 

(13

)

(263

)

Proceeds from equity contribution

 

3

 

 

Payments of notes receivable from shareholder

 

 

50

 

Proceeds from issuance of noncontrolling interest

 

 

608

 

Cash distributions to noncontrolling interest holders - redeemable and non-redeemable

 

(923

)

(813

)

Deconsolidation of noncontrolling interest

 

 

(14

)

Payments of debt issue costs

 

(1,534

)

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

44,478

 

(4,041

)

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

(3

)

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

9,478

 

(5,995

)

Cash and cash equivalents, beginning of period

 

13,977

 

32,958

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

23,455

 

$

26,963

 

 



 

RADIATION THERAPY SERVICES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

 

 

Three months ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

Supplemental disclosure of non-cash transactions

 

 

 

 

 

Recorded noncash contribution of capital by noncontrolling interest holder

 

$

 

$

602

 

Recorded noncash deconsolidation of noncontrolling interest

 

$

 

$

(64

)

Recorded finance obligation related to real estate projects

 

$

1,575

 

$

2,742

 

Recorded derecognition of finance obligation related to real estate projects

 

$

 

$

(67,658

)

Recorded noncash distribution receivable and equity contribution payable from equity investee

 

$

 

$

75

 

Recorded noncash use of vendor credit

 

$

 

$

1,565

 

Recorded issuance of Parent equity units related to the acquisition of medical practices

 

$

16,282

 

$

 

Recorded issuance of senior subordinated notes related to the acquisition of medical practices

 

$

16,250

 

$

 

Recorded earn-out accrual related to the acquisition of medical practices

 

$

2,280

 

$

 

 



 

RADIATION THERAPY SERVICES HOLDINGS, INC.

KEY OPERATING STATISTICS

(unaudited)

 

 

 

Three Months Ended

 

 

 

 

 

March 31,

 

%

 

 

 

2011

 

2010

 

Change

 

 

 

 

 

 

 

 

 

Number of treatment days (domestic U.S.)

 

64

 

63

 

 

 

 

 

 

 

 

 

 

 

Total RVU’s - freestanding centers (domestic U.S.)

 

3,209,341

 

2,753,620

 

16.5

%

 

 

 

 

 

 

 

 

RVU’s per day - freestanding centers (domestic U.S.)

 

50,146

 

43,708

 

14.7

%

 

 

 

 

 

 

 

 

Percentage change in RVU’s per day - freestanding centers - same practice basis (domestic U.S.)

 

9.3

%

-0.8

%

 

 

 

 

 

 

 

 

 

 

Number of regions at period end

 

9

 

8

 

 

 

 

 

 

 

 

 

 

 

Number of local markets at period end (domestic U.S.)

 

28

 

28

 

 

 

 

 

 

 

 

 

 

 

Treatment centers - freestanding

 

112

 

91

 

23.1

%

Treatment centers - hospital / other groups

 

6

 

7

 

-14.3

%

 

 

118

 

98

 

20.4

%

 

 

 

 

 

 

 

 

Days sales outstanding at quarter end (domestic U.S.)

 

40

 

41

 

 

 

 

 

 

 

 

 

 

 

Percentage change in freestanding revenues - same practice basis (domestic U.S.)

 

3.3

%

-5.0

%

 

 

 

 

 

 

 

 

 

 

Net patient service revenue - professional services only (in thousands) (domestic U.S.)

 

$

42,097

 

$

34,623

 

 

 

 

###