EX-99.1 2 d60800_ex99-1.htm CONTINUCARE CORP EXHIBIT 99.1 PRESS RELEASE Continucare Corporation

Exhibit 99.01

Continucare Corporation Reports Financial Results for Fourth Quarter and Full Fiscal 2004

        MIAMI — (BUSINESS WIRE) — Sept. 28, 2004 — Continucare Corporation (AMEX:CNU) today reported financial results for its fourth quarter and full fiscal 2004.

        Fourth Quarter Results

        For the three months ended June 30, 2004, total revenue was $27.1 million, compared to $25.5 million for the three months ended June 30, 2003. Income from operations during the fourth fiscal quarter of 2004 increased 57% to $1.9 million compared to income of $1.2 million in the same period one year ago. Income from continuing operations in the fourth quarter of fiscal 2004 increased 73% to $1.6 million compared to income of $0.9 million in the year-ago period. There was no income or loss from discontinued operations during the fourth fiscal quarter compared to a loss of $0.1 million in the year-ago period. Net income for the fourth quarter of fiscal 2004 increased 98% to $1.6 million, or $0.03 per diluted share, compared to a net income of $0.8 million, or $0.02 per diluted share, one year ago.

        Full Year Results

        For the fiscal year ended June 30, 2004, total revenue was $102.5 million compared to $97.2 million for the fiscal year ended June 30, 2003. Income from operations during fiscal 2004 increased 128% to $5.7 million compared to $2.5 million in the prior fiscal year. Income from continuing operations during fiscal 2004 increased 347% to $6.9 million compared to $1.5 million in the prior fiscal year. Loss from discontinued operations during fiscal 2004 was $1.6 million compared to a loss of $1.5 million in the prior fiscal year. Net income for fiscal 2004 increased to $5.3 million, or $0.11 per diluted share, compared to net income of $58,598, or $0.00 per diluted share, one year ago.

        Income from continuing operations during fiscal 2004 includes other income of $2.2 million relating to the settlement of an alleged Medicare obligation. The alleged obligation related to rehabilitation clinics that were previously operated by a former Continucare subsidiary and were sold in 1999. At Continucare’s request the Centers for Medicare & Medicaid Services reconsidered the alleged liability and, in October 2003, notified Continucare that the liability had been reduced from the originally asserted amount of $2.4 million to approximately $200,000.

        The discontinued operations reflected in Continucare’s financial results relate to its former home health operations which were disposed of in a series of transactions completed in the third fiscal quarter of fiscal 2004 and a group of independent physician contracts terminated effective January 1, 2003.

        Commenting on the financial results, Richard C. Pfenniger, Jr., Continucare’s Chief Executive Officer, said, “Fiscal 2004 was a year of accomplishments for Continucare. During the year we took decisive action to streamline our business by divesting our home health operations which had historically burdened us with operating losses. We significantly strengthened our management, filling the important positions of Executive Vice President — Operations, Senior Vice President — Marketing and Business Development, and Chief Financial Officer with talented executives who will provide us with both important skills and valuable leadership. In addition, we significantly improved our financial position through the conversion of outstanding long-term debt into equity, the addition of new capital through a private placement of common stock, the reduction of other debt through pay downs using cash generated from operations and the favorable resolution of previously alleged Medicare obligations.”

        Commenting further, Mr. Pfenniger said, “In addition to the actions we took to strengthen our business during Fiscal 2004, we benefited from higher per member premiums associated with our Medicare Advantage patients resulting from the adoption of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 and the increased phase-in of the Medicare risk adjustment program. All of these factors combined to produce a year of outstanding results that provides much promise for the future.”


 

        Continucare Corporation (http://www.continucare.com), headquartered in Miami, Florida, is a holding company with subsidiaries engaged in the business of providing outpatient physician care services through managed care, Medicare direct and fee for service arrangements.

        Except for historical matters contained herein, statements made in this press release are forward-looking and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors and others are cautioned that forward-looking statements include risks and uncertainties, which may affect our business and prospects and cause actual results to differ materially from those set forth in the forward-looking statements. These factors include, without limitation, our ability to service our indebtedness and respond to capital needs, the ability to achieve expected levels of patient volumes and control the costs of providing services, pricing pressures exerted on us by managed care organizations, the level of payment we receive from governmental programs and third party payors, the ability to attract and retain qualified medical professionals, future legislation changes in governmental regulations, including possible changes in Medicare programs that may impact reimbursements to health care providers and insurers, the impact of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 and the Medicare Risk Adjustment on payments we receive for our managed care operation , technological and pharmaceutical improvements that increase the cost of providing, or reduce the demand for, health care, changes in revenue mix and claims loss ratio; the ability to enter into and renew managed care provider arrangements on acceptable terms, the loss of significant contracts, our current dependence on two HMOs for substantially all of our revenues, our current dependence on the information systems of our affiliated HMOs for certain information regarding our revenues and expenses, delays in receiving payments, increases in the cost of insurance coverage, including our stop-loss coverage, the possible loss of insurance coverage, the collectibility of uninsured accounts and deductible and co-pay amounts, Federal and state investigations, litigation for medical malpractice and the outcome of any such litigation; changes in estimates and judgments associated with our critical accounting policies, impairment charges that could be required in future periods, general economic conditions and uncertainties generally associated with the health care business. These and other applicable risks, cautionary statements and factors that could cause actual results to differ from our forward-looking statements are included in our annual report on Form 10-K for the fiscal year ended June 30, 2004 and other filings with the SEC. We undertake no obligation to update or revise these forward-looking statements to reflect events or circumstances after the date hereof.


 

CONTINUCARE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)
Three-Months Ended
Year Ended


6/30/04 6/30/03 6/30/04      6/30/03


                     
Revenue:                    
 Medical services    
  revenue, net     $ 26,962,935   $ 25,513,723   $ 101,758,761   $ 97,164,834  
 Management fee    
  revenue       158,194         677,927      
 Other income       6,048         22,829      


      Total revenue       27,127,177     25,513,723     102,459,517     97,164,834  
     
Operating expenses:    
 Medical services:    
   Medical claims       20,400,851     19,296,643     76,333,580     74,046,265  
   Other direct    
    costs       2,904,081     2,552,821     11,665,894     10,696,997  


      Total medical    
       services       23,304,932     21,849,464     87,999,474     84,743,262  
     
 Administrative    
  payroll and    
  employee benefits       904,909     772,164     3,822,949     3,681,446  
 General and    
  administrative       1,525,589     1,683,843     5,821,871     6,252,347  
 Gain on    
  extinguishment of    
  debt       (500,000 )       (850,000 )    


      Total    
       operating    
       expenses       25,235,430     24,305,471     96,794,294     94,677,055  


Income from    
 operations       1,891,747     1,208,252     5,665,223     2,487,779  
     
Other income    
 (expense):    
 Interest income       2,000     1,500     4,793     6,568  
 Interest expense       (263,155 )   (265,850 )   (1,006,082 )   (956,327 )
 Medicare settlement    
  related to    
  terminated    
  operations               2,218,278      


Income from    
 continuing    
 operations       1,630,592     943,902     6,882,212     1,538,020  
     
Income (loss) from    
 discontinued    
 operations:    
 Home health    
  operations           (425,269 )   (1,666,934 )   (1,830,118 )
 Terminated IPA           305,712     73,091     350,696  


Loss from    
 discontinued    
 operations           (119,557 )   (1,593,843 )   (1,479,422 )


Net income     $ 1,630,592   $ 824,345   $ 5,288,369   $ 58,598  


Basic net income    
 (loss) per common    
 share:    
 Income from    
  continuing    
  operations     $ .03   $ .02   $ .16   $ .04  
 Loss from    
  discontinued    
  operations               (.04 )   (.04 )


Net income per    
 common share     $ .03   $ .02   $ .12   $  


Diluted net income    
 (loss) per common    
 share:    
 Income from    
  continuing    
  operations     $ .03   $ .02   $ .14   $ .04  
 Loss from    
  discontinued    
  operations                       (.03 )   (.04 )


Net income per         
 common share     $ .03   $ .02   $ .11   $  


Basic weighted    
 average common    
 shares outstanding       47,728,126     42,379,001     43,763,835     40,776,903  


Diluted weighted    
 average common    
 shares outstanding       52,194,597     42,379,001     49,232,716     40,776,903  



 

CONTINUCARE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30,
2004
      June 30,
2003
 
     
 
 
                   ASSETS            
Current assets:    
 Cash and cash equivalents     $ 720,360   $ 160,743  
 Certificates of deposit, current             101,515     101,258  
 Accounts receivable, net of allowance for    
  doubtful accounts of approximately $827,000    
  and $4,823,000 at June 30, 2004 and 2003,    
  respectively       29,591     323,443  
 Other receivables       423,215     410,765  
 Due from Medicare, net           258,930  
 Due from HMOs, net of a liability for    
  incurred but not reported medical claims    
  expense of approximately $11,450,000 and    
  $13,014,000 at June 30, 2004 and 2003,    
  respectively       3,337,293     1,414,469  
 Prepaid expenses and other current assets       861,215     565,935  


     Total current assets       5,473,189     3,235,543  
Certificates of deposit       30,000     30,000  
Assets related to discontinued operations           540,398  
Equipment, furniture and leasehold    
 improvements, net       492,054     430,382  
Goodwill       14,342,510     14,342,510  
Managed care contracts, net of accumulated    
 amortization of approximately $2,069,000 and    
 $1,717,000 at June 30, 2004 and 2003,    
 respectively       1,442,858     1,793,431  
Deferred financing costs, net of accumulated    
 amortization of $222,500 and $142,160 at    
 June 30, 2004 and 2003, respectively       662,502     518,382  
Other assets, net       100,483     109,330  


     Total assets     $ 22,543,596   $ 20,999,976  


    LIABILITIES AND SHAREHOLDERS' EQUITY    
Current liabilities:    
 Accounts payable     $ 504,151   $ 683,488  
 Accrued expenses       1,451,888     2,283,048  
 Due to Medicare, net       14,645      
 Liabilities related to discontinued    
  operations       208,484     110,345  
 Credit facility           2,315,000  
 Current portion of convertible subordinated    
  notes payable           233,716  
 Current portion of long-term debt           2,640,943  
 Current portion of related party note    
  payable       8,052     63,854  
 Accrued interest payable       710     51,754  
 Current portion of capital lease obligations       81,163     70,913  
 Deferred revenue       3,000,000      


     Total current liabilities       5,269,093     8,453,061  
Deferred revenue           3,850,000  
Capital lease obligations, less current    
 portion       101,177     125,606  
Convertible subordinated notes payable, less    
 current portion           4,122,751  
Long term debt, less current portion       29,077     1,341,947  
Related party note payable, less current    
 portion       117,717     997,333  


     Total liabilities       5,517,064     18,890,698  
Commitments and contingencies    
Shareholders' equity:    
 Common stock; $0.0001 par value; 100,000,000    
  shares authorized, 53,296,379 shares issued    
  and 50,300,186 shares outstanding at June    
  30, 2004 and 45,375,194 shares issued and    
  42,379,001 shares outstanding at June 30,    
  2003       5,031     4,239  
 Additional paid-in capital       69,907,973     60,279,880  
 Accumulated deficit       (47,461,771 )   (52,750,140 )
 Treasury stock (2,996,193 shares at June 30,    
  2004 and 2003)       (5,424,701 )   (5,424,701 )


   Total shareholders' equity       17,026,532     2,109,278  


   Total liabilities and shareholders'    
    equity     $ 22,543,596   $ 20,999,976  



 


CONTINUCARE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


Year Ended June 30,

2004       2003


CASH FLOWS FROM OPERATING ACTIVITIES            
 Net income     $ 5,288,369   $ 58,598  
 Loss from discontinued operations       1,593,843     1,479,422  


 Income from continuing operations       6,882,212     1,538,020  
 Adjustments to reconcile net income to net    
  cash provided by operating activities:    
   Depreciation and amortization, including    
    amortization of deferred financing costs       1,201,675     1,162,034  
   Provision for bad debts       104,296     44,333  
   Medicare settlement related to terminated    
    operations       (2,218,278 )    
   Loss on disposal of property and equipment           500  
   Director compensation paid through the    
    issuance of restricted common stock           123,000  
   Gain on extinguishment of debt       (850,000 )    
 Changes in operating assets and liabilities,    
  excluding the effect of disposals:    
   Accounts receivable       189,556     (272,809 )
   Prepaid expenses and other current assets       (295,280 )   (24,422 )
   Other receivables       (12,450 )   423,462  
   Other assets       3,763     (29,629 )
   Accounts payable and accrued expenses       (1,010,497 )   (114,317 )
   Due from HMO's, net       (1,922,824 )   384,182  
   Due to/from Medicare, net       273,575     (137,695 )
   Accrued interest payable       (51,044 )   41,046  


   Net cash provided by continuing operations       2,294,704     3,137,705  
   Net cash used in discontinued operations       (998,872 )   (1,933,360 )


Net cash provided by operating activities       1,295,832     1,204,345  
     
     
CASH FLOWS FROM INVESTING ACTIVITIES    
   Proceeds from disposal of property and    
    equipment           500  
   Purchase of certificate of deposit       (30,000 )   (70,000 )
   Proceeds from maturity of certificates of    
    deposit       29,743     99,555  
   Purchase of property and equipment       (144,585 )   (170,273 )


 Net cash used in continuing operations       (144,842 )   (140,218 )
 Net cash (used in) provided by discontinued    
  operations       (938 )   15,751  


Net cash used in investing activities       (145,780 )   (124,467 )
     
CASH FLOWS FROM FINANCING ACTIVITIES    
 Proceeds from issuance of stock in private    
  placement transaction       3,464,609      
 Payments on convertible subordinated notes       (233,716 )   (273,896 )
 Payments on related party notes       (35,953 )   (63,853 )
 Principal repayments under capital lease    
  obligation       (76,000 )   (112,256 )
 Payment of deferred financing costs       (15,000 )   (15,000 )
 Proceeds from exercise of stock options       351,370      
 Net decrease in credit facility       (2,315,000 )    
 Advances from HMOs           75,000  
 Payments on advances from HMOs           (75,000 )
 Third party assumption of capital lease    
  obligation           (1,789 )
 Repayments to Medicare per agreement       (1,730,745 )   (632,751 )


   Net cash used in continuing operations       (590,435 )   (1,099,545 )
   Net cash used in discontinued operations            


Net cash used in financing activities       (590,435 )   (1,099,545 )


Net increase (decrease) in cash and cash    
 equivalents       559,617     (19,667 )
Cash and cash equivalents at beginning of    
 fiscal year       160,743     180,410  


Cash and cash equivalents at end of fiscal year     $ 720,360   $ 160,743  


     
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING        
AND FINANCING TRANSACTIONS:    
Stock issued for deferred financing costs     $ 870,000   $ 645,541  
Stock issued upon conversion of subordinated    
 notes payable       4,043,441      
Stock issued upon conversion of related party    
 note payable       899,465      
Note payable issued for refunds due to Medicare    
 for overpayments           694,800  
Note payable canceled due to settlement of cost    
 report reopening           222,574  
Purchase of furniture and fixtures with    
 proceeds of capital lease obligations       61,820     167,258  
     
SUPPLEMENTAL DISCLOSURE OF CASH FLOW    
 INFORMATION:    
Cash paid for interest     $ 563,750   $ 325,337  

CONTACT: Continucare Corporation, Miami
                       Fernando L. Fernandez, 305-350-7555