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8-K - American CareSource Holdings, Inc.e609455_8k-acs.htm
 
 
 
American CareSource Announces Fourth Quarter and Year-End Financial Results for 2011
Leadership generated operational savings and efficiencies, in addition to $250,000 of positive cash flow, to end year with $11.3 million of cash

DALLAS, March 8, 2012 — American CareSource Holdings (NASDAQ: ANCI), a leading national network of ancillary healthcare providers, today reported 2011 net revenue of $48.9 million compared to $61.2 million for 2010. Net revenue for the fourth quarter was $13.0 million compared to $16.1 million reported for the fourth quarter of 2010. Net loss for 2011 was $7.2 million (including a non-cash goodwill impairment charge of $2.9 million, net of an income tax benefit of $1.5 million, and a non-cash deferred tax valuation allowance of $2.8 million) compared to net income of $486,000 for 2010, while fourth quarter net income was $153,000 compared to $142,000 for the prior-year period.
 
“In 2011, American CareSource faced many challenges,” said Kenn S. George, CEO and Chairman of the Board. “During the second half of 2011, our executive team has focused on operational efficiencies, as well as on strategies to improve top-line revenue growth. We remain committed to our core business, as demonstrated by our previously announced investment in our sales function. While we continue to make investments to facilitate short-term growth, we are also focused on developing our long-term strategy.  We ended 2011 with $11.3 million of cash and no indebtedness.”
 
Fourth Quarter Highlights
 
 
·
During the quarter, ACS continued a focused pricing strategy that maintained clients’ savings on their ancillary spend, but generated incremental revenue of approximately $250,000, which also had a positive impact on contribution margin and cash flow.
 
 
 

 
 
 
·
ACS began receiving increased claims volume as a result of an expanded provider agreement with a national anatomic pathology laboratory service provider.
 
 
·
During the quarter, ACS took steps to manage operations and control costs in preparation for 2012.
 
 
o
As previously announced, ACS engaged JMG Management Group to consult on the process of transforming ACS’ sales function.
 
 
o
ACS controlled headcount through natural attrition; headcount at December 31, 2011, was 57 employees compared to 61 employees at December 31, 2010.
 
 
o
ACS moved from a self-funded health plan to a fully insured plan, which will reduce ACS’ associated benefit costs for 2012.
 
 
o
The company amended its office lease to eliminate unutilized space, which will result in approximately $48,000 of savings in 2012.
 
 
·
ACS preserved existing cash and cash equivalents, which were $11.3 million at December 31, 2011.
 
 
·
Continuing from the third quarter of 2011, the company spent a total of $85,000 on external consulting costs to review and analyze various short and long-term strategic initiatives relating to the company’s mix of services, development of new services and programs, and sales and marketing efforts.
 
Net Revenue
Net revenue for the fourth quarter of 2011 was $13.0 million compared to $16.1 million reported during the fourth quarter of 2010. Revenue from ACS’ two key legacy accounts declined by a combined $4.2 million, or 39 percent.  Excluding ACS’ two key accounts, revenue from all other accounts was up approximately $827,000, or 14 percent, in the fourth quarter of 2011 compared to the same prior-year period, which was directly related to 13 new clients implemented in 2010.

Sequentially, fourth quarter 2011 net revenues increased 13 percent to $13.0 million over $11.5 million in the third quarter of 2011.  The increase was the result of seasonally higher collections in the fourth quarter.

Claims Volumes
ACS billed 57,000 claims during the fourth quarter of 2011, a decrease from the 82,000 claims it billed during the same period last year. The lower claims volume was primarily the result of declines in claims volume from the company’s two key client accounts, in addition to other selected legacy accounts.
 
 
 

 
 
Following are claims volumes for the periods presented:

(Claim amounts in 000’s)
Q4 2011
Q3 2011
Q4 2010
Claims:
     
Processed
69
73
107
Billed
57
61
82

Contribution Margin
Contribution margin for the fourth quarter of 2011 increased to 12.6 percent, compared to 10.4 percent reported during the fourth quarter of 2010. The increase in contribution margin was primarily the result of a focused pricing strategy that generated approximately $250,000 of revenue and associated contribution margin.

Following is a comparison of statement of operations components as a percent of net revenue:
         
 
Q4 2011
Q3 2011
Q4 2010
Provider payments
75.8%
79.1%
78.3%
Administrative fees
4.7%
5.4%
4.7%
Claims administration and provider development
6.9%
8.7%
6.6%
Total cost of revenues
87.4%
93.2%
89.6%
 
Selling, General and Administrative Expenses (SG&A)
SG&A for the fourth quarter of 2011 decreased to $1.3 million from $1.5 million in the same period last year. The decrease was primarily the result of one-time, non-cash stock-based compensation adjustments related to employee separations during 2011.  In addition, the company benefited from cost-efficient consulting services and reduced travel costs by administrative personnel in the fourth quarter of 2011 compared to the prior-year period.

SG&A was 9.9 percent of revenues in the fourth quarter of 2011, compared to 9.2 percent in the fourth quarter of 2010.

Adjusted EBITDA
Adjusted EBITDA for the fourth quarter of 2011 was $519,000, which compares to $588,000 reported in the prior-year period.

Adjusted EBITDA is defined as operating income or loss before interest, income taxes, depreciation and amortization and excludes the impact of the non-cash goodwill impairment charge, non-cash stock-based compensation expense, severance charges, warrant amortization and other non-cash charges.
 
 
 

 
 
Adjusted EBITDA should be considered in addition to, but not in lieu of, income or loss from operations reported under generally accepted accounting principles (GAAP).

A reconciliation of adjusted EBITDA to operating income or loss is provided in the tables accompanying this release.

Financial Liquidity
Total cash and cash equivalents at December 31, 2011, were $11.3 million compared to $11.1 million reported at September 30, 2011, and $14.5 million reported at December 31, 2010.

The decline in cash at December 31, 2011, compared to the prior year was the result of the timing of cash receipts and associated provider payments and operating losses. Cash receipts in the fourth quarter of 2010 were in excess of historical collections for that period and the related payments to providers were made early in 2011, thus accentuating the decline. For the period from September 30, 2010, to December 31, 2011, the decline in cash and cash equivalents was only $672,000.

About American CareSource Holdings, Inc.
American CareSource Holdings is the first national, publicly traded ancillary care network services company. The company offers a comprehensive national network of more than 4,800 ancillary service providers at more than 37,000 sites through its subsidiary, Ancillary Care Services. Ancillary Care Services provides ancillary health care services through its network that offers cost-effective alternatives to physician and hospital-based services. These providers offer services in 30 categories including laboratories, dialysis centers, free-standing diagnostic imaging centers, and non-hospital surgery centers, as well as durable medical equipment such as orthotics and prosthetics and others. The company's ancillary network and management provide a complete outsourced solution for a wide variety of health care payors and plan sponsors including self-insured employers, indemnity insurers, PPOs, HMOs, third-party administrators and both federal and local governments. For additional information, please visit www.anci-care.com.

ANCI-F

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:
Any statements that are not historical facts contained in this release, including with respect to the company's plans, objectives and expectations for future operations, projections of the company's future operating results or financial condition, and expectations regarding the health care industry and economic conditions, are forward-looking statements. Substantial risks and uncertainties could cause actual results to differ materially from those indicated by such forward-looking statements, including, but not limited to, the company's dependence upon its two largest clients and recent declines in their business, the company's inability to attract or maintain providers or clients or achieve its financial results, changes in
 
 
 

 
 
national health care policy, federal or state regulation, and/or rates of reimbursement including without limitation the impact of the Patient Protection and Affordable Care Act, Health Care and Educational Affordability Reconciliation Act and medical loss ratio regulations, general economic conditions (including the recent economic downturns and increases in unemployment), lower than anticipated demand for ancillary services, pricing, market acceptance/preference, the company's ability to integrate with its clients, consolidation in the industry that affect the company's key clients, changes in the business decisions by significant clients, increased competition, decisions by service providers in the company’s network to terminate their agreements with ACS, the company's inability to manage growth, implementation and performance difficulties, and other risk factors detailed from time to time in the company's periodic filings with the Securities and Exchange Commission. Except as otherwise required by law, the company undertakes no obligation to update or revise these forward-looking statements.
– ### –

Investor Relations Contact:
Matthew Thompson, CFO
mthompson@anci-care.com
phone (972) 308-6830
 
 
 

 
 
AMERICAN CARESOURCE HOLDINGS, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
(amounts in thousands except per share data)
 
                         
                         
   
Three months ended
   
Twelve months ended
 
   
December 31,
   
December 31,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Net Revenues
  $ 13,025     $ 16,109     $ 48,906     $ 61,201  
                                 
Cost of revenues:
                               
Provider payments
    9,873       12,618       37,588       45,789  
Administrative fees
    604       765       2,395       3,317  
Claims administration and provider development
    901       1,048       4,162       4,645  
Total cost of revenues
    11,378       14,431       44,145       53,751  
                                 
Contribution margin
    1,647       1,678       4,761       7,450  
                                 
Selling, general and administrative expenses
    1,297       1,468       6,240       6,190  
Depreciation and amortization
    207       196       792       767  
Goodwill impairment charge
    -       -       4,361       -  
Total operating expenses
    1,504       1,664       11,393       6,957  
                                 
Operating income (loss)
    143       14       (6,632 )     493  
                                 
Other Income
    7       19       39       104  
                                 
Income (loss) before income taxes
    150       33       (6,593 )     597  
Income tax provision (benefit)
    (3 )     (109 )     644       111  
Net Income (loss)
  $ 153     $ 142     $ (7,237 )   $ 486  
                                 
Earnings (loss) per common share:
                               
Basic
  $ 0.01     $ 0.01     $ (0.43 )   $ 0.03  
Diluted
  $ 0.01     $ 0.01     $ (0.43 )   $ 0.03  
                                 
Basic weighted average common shares outstanding
    17,086       16,956       17,005       16,550  
Diluted weighted average common shares outstanding
    17,149       17,193       17,005       17,176  
                                 
                                 
Reconciliation of non-GAAP financial measures to reported GAAP financial measures:
         
                                 
   
Three months ended
   
Twelve months ended
 
   
December 31,
   
December 31,
 
      2011       2010       2011       2010  
                                 
Operating income (loss)
  $ 143     $ 14     $ (6,632 )   $ 493  
Depreciation and amortization
    207       196       792       767  
Goodwill impairment charge
    -       -       4,361       -  
EBITDA
    350       210       (1,479 )     1,260  
Non-cash stock-based compensation expense
    106       265       738       871  
Amortization of long-term client agreement
    63       63       250       250  
Other non-cash charges
    -       50       67       200  
Severance costs
    -       -       263       143  
EBITDA, as adjusted
  $ 519     $ 588     $ (161 )   $ 2,724  
 
 
 

 
 
AMERICAN CARESOURCE HOLDINGS, INC.
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
(amounts in thousands)
 
             
   
December 31, 2011
   
December 31, 2010
 
ASSETS
           
             
Current assets:
           
Cash and cash equivalents
  $ 11,315     $ 14,512  
Accounts receivable, net
    4,317       5,510  
Prepaid expenses and other current assets
    565       769  
Total current assets
    16,197       20,791  
                 
Property and equipment, net
    1,829       1,824  
                 
Other assets:
               
Other non-current assets
    242       949  
Intangible assets, net
    896       1,025  
Goodwill
    -       4,361  
                 
TOTAL ASSETS
  $ 19,164     $ 28,950  
                 
LIABILITIES and SHAREHOLDERS' EQUITY
               
                 
Current liabilities:
               
Due to service providers
  $ 3,678     $ 6,718  
Accounts payable and accrued liabilities
    1,237       1,446  
Total current liabilities
    4,915       8,164  
                 
EQUITY
               
Common stock
    171       169  
Additional paid-in capital
    22,300       21,602  
Accumulated deficit
    (8,222 )     (985 )
      14,249       20,786  
                 
TOTAL LIABILITIES AND EQUITY
  $ 19,164     $ 28,950  
 
 
 

 
 
AMERICAN CARESOURCE HOLDINGS, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(amounts in thousands)
 
             
             
   
Year ended
 
   
December 31,
 
   
2011
   
2010
 
Cash flows from operating activities:
           
Net income (loss)
  $ (7,237 )   $ 486  
Adjustments to reconcile net income (loss) to net cash
               
provided by (used in) operations:
               
Stock-based compensation expense
    738       871  
Depreciation and amortization
    792       767  
Goodwill impairment charge
    4,361       -  
Unrealized gain on warrant derivative
    -       (18 )
Amortization of long-term client agreement
    250       250  
Client administration fee expense related to warrants
    67       200  
Deferred income taxes
    614       47  
Changes in operating assets and liabilities:
               
Accounts receivable
    1,193       1,845  
Prepaid expenses and other assets
    (21 )     157  
Accounts payable and accrued liabilities
    (188 )     (432 )
Due to service providers
    (3,040 )     (984 )
Net cash provided by operating activities
    (2,471 )     3,189  
                 
Cash flows from investing activities:
               
Investment in software development costs
    (611 )     (402 )
Investment in property and equipment
    (58 )     (300 )
Net cash used in investing activities
    (669 )     (702 )
                 
Cash flows from financing activities:
               
Proceeds from exercise of equity incentives
    -       157  
Payment of income tax withholdings on net exercise of equity incentives
    (57 )     -  
Net cash provided by (used in) financing activities
    (57 )     157  
                 
Net increase (decrease) in cash and cash equivalents
    (3,197 )     2,644  
Cash and cash equivalents at beginning of period
    14,512       11,868  
                 
Cash and cash equivalents at end of period
  $ 11,315     $ 14,512  
                 
Supplemental cash flow information:
               
Cash paid for taxes, net of refunds received
  $ 52     $ 103  
                 
Supplemental non-cash financing activity:
               
                 
Income tax withholdings on exercise of equity incentives
  $ -     $ 19