EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

FOR IMMEDIATE RELEASE:

 

DrugMax Announces Fourth Quarter and Full Year 2004 Results

Fourth Quarter 2004 Net Revenue Increased 33% to $73.8 Million

Merger Benefits on Track

 

Farmington, CT, April 19, 2005 – DrugMax, Inc. (Nasdaq: DMAX), a specialty pharmacy and drug distribution provider, filed its Form 10-K with the U.S. Securities and Exchange Commission and reported financial results for the fourth quarter and year ended January 1, 2005.

 

As previously reported, DrugMax completed its merger with Familymeds Group, Inc. on November 12, 2004. For accounting purposes, Familymeds, the specialty pharmacy company, was deemed to be the acquirer and therefore its financial results for the fourth quarter and year ended January 1, 2005 are included for the periods being presented. The results of the drug distribution business known as DrugMax are included from the merger date of November 12, 2004 through January 1, 2005. Results for the fourth quarter 2003 and year ended December 27, 2003 include the results of Familymeds only. In conjunction with the merger, the new DrugMax also has converted its fiscal year end from March 31 to a retail fiscal year ending on the Saturday closest to December 31, consistent with Familymeds’ fiscal year end.

 

Net revenues for the 14-week period ended January 1, 2005 increased 33.0 percent to $73.8 million, up from $55.5 million during the 13-week period ended December 27, 2003. Net revenues for the 53 weeks ended January 1, 2005 increased 9.7 percent to $239.2 million, up from $218.0 million during the 52-week period ended December 27, 2003. Fourth quarter and full year 2004 revenues benefited from an additional week and included $15.8 million of sales related to the drug distribution business since the merger between DrugMax and Familymeds became effective.

 

EBITDA1 for the fourth quarter 2004 was ($32.1) million compared to EBITDA of $0.8 million for the fourth quarter of 2003. Excluding goodwill impairment of $31.0 million and a $1.3 million merger-related non-cash compensation charge, adjusted EBITDA was $0.2 million for the fourth quarter of 2004 compared to $0.8 million for the fourth quarter of 2003. EBITDA for the full year 2004 was ($29.5) million compared to $0.3 million for the full year 2003. Adjusted EBITDA for the full year 2004 was $2.9 million compared to $0.3 million in 2003.

 

Commenting on DrugMax’s fourth quarter and full year 2004 results, Ed Mercadante, R.Ph., Co-Chairman and Chief Executive Officer of DrugMax, said: “We are encouraged by the progress we have achieved since the merger took place. The specialty pharmacy business is proceeding as


1 DrugMax makes use of EBITDA (earnings before interest, taxes, depreciation and amortization) and adjusted EBITDA (EBITDA excluding unusual charges) and adjusted net loss (net loss excluding unusual charges) as financial measures because the Company believes they are useful performance indicators. EBITDA, adjusted EBITDA and adjusted net loss are not recognized terms under generally accepted accounting principles (“GAAP”) and should not be considered as alternatives to net income/loss or net cash provided by operating activities. A reconciliation of non GAAP measures to net loss appears at the end of this release.

 

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planned and the integration of the drug distribution business is continuing. We are beginning to realize the purchasing synergies identified when bringing the two companies together. Importantly, our sales momentum continued throughout the first quarter 2005. Going forward, our focus is on driving profitability as we continue to execute against building an integrated specialty drug distribution platform with multiple sales channels.”

 

Gross profit for the fourth quarter 2004 was $12.6 million, or 17.0 percent, compared to $12.4 million, or 22.4 percent, a year ago. Gross profit for the full year 2004 was $46.8 million, or 19.6 percent, compared to $47.4 million, or 21.8 percent, in fiscal 2003. The decrease in gross profit percentage is primarily the result of the inclusion of the lower gross profit drug distribution operations from the date of the merger through January 1, 2005, which negatively impacted gross profit percentage by approximately 4.3 percent and 1.3 percent in the fourth quarter and full year 2004, respectively. In addition, the company operated 77 corporate specialty pharmacies as of January 1, 2005 compared to 82 corporate specialty pharmacies as of December 27, 2003, thereby contributing to the overall gross margin dollar decline year-over-year.

 

Selling, general and administrative (SG&A) expenses for the fourth quarter 2004 were $13.7 million, or 18.5 percent of revenues, compared to SG&A expenses of $12.0 million, or 21.6 percent of revenues, for the fourth quarter 2003. SG&A expenses for the full year 2004 were $46.7 million, or 19.5 percent of revenues, compared to SG&A expenses of $47.5 million, or 21.8 percent of revenues, in fiscal 2003.

 

Negatively impacting SG&A expenses for the fourth quarter and full year 2004 was a non-cash compensation charge of $1.3 million related to restricted stock and stock options granted to certain Familymeds employees as part of the merger. Such charges will continue throughout 2005 as the restricted stock and stock options vest. Also negatively impacting SG&A expenses in the fourth quarter and full year 2004 was the inclusion of expenses relating to the drug distribution business from November 12, 2004 through January 1, 2005. Excluding the merger-related non-cash compensation charge, SG&A expenses for the fourth quarter and full year 2004 would have been $12.4 million, or 16.8 percent of revenues, and $45.4 million, or 19.0 percent of revenues, respectively.

 

In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” the Company conducted its annual impairment test related to the carrying value of its goodwill and other intangible assets. The impairment test resulted in a non-cash charge during the fourth quarter of $31.0 million, or $2.80 per basic and diluted share, to reduce the drug distribution operation goodwill and intangibles to their estimated fair value as of January 1, 2005. This non-cash charge resulted primarily from changes in the financial performance of the drug distribution business, such as inventory management agreements with major brand manufacturers that eliminated the benefits previously derived from forward buying of pharmaceutical products.

 

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Net loss1 for the fourth quarter 2004 was $36.3 million, or a net loss of $3.27 per basic and diluted share, compared to a net loss of $1.6 million, or a net loss of $1.28 per basic and diluted share, for the fourth quarter 2003. Net loss for the full year 2004 was $39.8 million, or a net loss of $10.68 per basic and diluted share, compared to a net loss of $12.2 million, or a net loss of $9.45 per basic and diluted share, for the full year 2003. Excluding the non-cash compensation charge of $1.3 million associated with the merger, the impact of goodwill impairment of $31.0 million and a merger related non-cash interest charge of $1.7 million, DrugMax’s adjusted net loss for the fourth quarter 2004 would have been $2.3 million, or an adjusted net loss of $0.21 per basic and diluted share. Excluding these charges the Company’s adjusted net loss for the full year 2004 would have been $5.8 million, or an adjusted net loss of $1.57 per basic and diluted share.

 

Financial Position

 

Cash and cash equivalents were $2.3 million for the fiscal year ended January 1, 2005. As of January 1, 2005, $32.9 million was outstanding under the senior credit facility and $2.9 million was available for additional borrowings.

 

Commenting further, Mr. Mercadante said: “Our operating performance reflects the ongoing progress we have achieved in the pharmacy business in particular. Specialty pharmacy, the engine that drives our model, performed very well in the fourth quarter and full year 2004. This business posted strong sales and made great strides in expanding into new sales channels such as physician groups and the Worksite Pharmacy at Mohegan Sun. As we complete the merger integration process, we will leverage the strength of our Familymeds operations and drive our integrated platform toward capturing the numerous higher gross margin growth opportunities we see before us.”

 

DrugMax highlights for the fourth quarter 2004 included:

 

  Completing the merger between DrugMax and Familymeds on November 12, 2004;

 

  Raising $17 million in a convertible preferred stock private placement on December 2, 2004;

 

  Finalizing a new $65 million revolving credit facility on December 9, 2004 and

 

  Opening a new Worksite Pharmacy location at the Mohegan Sun Casino that is dedicated to serving the casino’s more than 10,000 employees and their dependants.

 

Additional information about DrugMax’s financial results is contained in its Form 10k for the year ended January 1, 2005 filed with the SEC.

 

Conference Call/Webcast

 

DrugMax has scheduled a conference call at 1:00 p.m. ET on Friday, April 22 to discuss its fourth quarter and full year 2004 performance. The conference call dial-in number is

 

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888.396.2386 (international dial-in 617.847.8712), participant passcode 68516328. A simultaneous audio webcast of the call will be broadcast live on the investor relations section of the Company’s Web site at www.drugmax.com. A replay of the conference call will be available beginning approximately two hours after the call and available through Friday, April 29, 2005 by dialing 888.286.8010 (international number 617.801.6888) passcode 98959971. The audio webcast of the conference call will be archived on the investor relations section of the Company’s Web site.

 

About DrugMax, Inc.

 

DrugMax, Inc. is a specialty pharmacy and drug distribution provider formed by the merger on November 12, 2004 of DrugMax, Inc. and Familymeds Group, Inc. DrugMax works closely with doctors, patients, managed care providers, medical centers and employers to improve patient outcomes while delivering low cost and effective healthcare solutions. The Company is focused on building an integrated specialty drug distribution platform through its drug distribution and specialty pharmacy operations. DrugMax operates two drug distribution facilities, under the Valley Drug Company and Valley Drug South names, and 77 specialty pharmacies in 13 states under the Arrow Pharmacy & Nutrition Center and Familymeds Pharmacy brand names. The DrugMax platform is designed to provide services for the treatment of acute and complex health diseases including chronic medical conditions such as cancer, diabetes and pain management. The Company often serves defined population groups on an exclusive, closed panel basis to maintain costs and improve patient outcomes. DrugMax offers a comprehensive selection of brand name and generic pharmaceuticals, non-prescription healthcare-related products, and diagnostic supplies to our patients, independent pharmacies, physicians, clinics, long-term care and assisted living centers. More information about DrugMax can be found at www.drugmax.com. The Company’s online product offering can be found at www.familymeds.com.

 

Safe Harbor Provisions

 

Certain oral statements made by management from time to time and certain statements contained in press releases and periodic reports issued by DrugMax, Inc., including those contained herein, that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements, are statements regarding the intent, belief or current expectations, estimates or projections of DrugMax, its directors or its officers about DrugMax and the industry in which it operates, and include among other items, statements regarding (a) DrugMax’s strategies regarding growth and business expansion, including its strategy of building an integrated specialty drug distribution platform with multiple sales channels, (b) its merger with Familymeds Group, Inc. and its plan to integrate the two companies, (c) its financing plans, (d) trends affecting its financial condition or results of operations; and (e) its ability to continue to control costs and to meet its liquidity and other financing needs. Although DrugMax believes that its expectations are based on reasonable assumptions, it can give no assurance that the anticipated results will occur. When used in this report, the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions are generally intended to identify forward-looking statements.

 

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Important factors that could cause the actual results to differ materially from those in the forward-looking statements include, among other items, (i) management’s ability to integrate DrugMax and Familymeds and to increase sales to target physician groups, (ii) changes in the regulatory and general economic environment related to the health care and pharmaceutical industries, including possible changes in reimbursement for healthcare products and in manufacturers’ pricing or distribution policies; (iii) conditions in the capital markets, including the interest rate environment and the availability of capital; (iv) changes in the competitive marketplace that could affect the DrugMax’s revenue and/or cost bases, such as increased competition, lack of qualified marketing, management or other personnel, and increased labor and inventory costs; and (v) changes regarding the availability and pricing of the products which DrugMax distributes, as well as the loss of one or more key suppliers for which alternative sources may not be available. Further information relating to factors that could cause actual results to differ from those anticipated is included under the heading Risk Factors in DrugMax’s Form 10-k for the year ended January 1, 2005 filed with the SEC. DrugMax disclaims any intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

 

# # #

 

For more information, contact:

Carina Thate or Jason Thompson

The Abernathy MacGregor Group

212-371-5999

 

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DRUGMAX, INC. AND SUBSIDIARIES

Selected Financial Information

 

Consolidated Condensed Statement of Operations

(in thousands, except for per share data)

 

     Three Months Ended

    Twelve Months Ended

 
    

January 1,

2005


   

December 27,

2003


   

January 1,

2005


   

December 27,

2003


 
          

Net revenues

   $ 73,755     $ 55,465     $ 239,231     $ 218,015  

Cost of sales

     61,192       43,059       192,387       170,597  
    


 


 


 


Gross margin

     12,563       12,406       46,844       47,418  
    


 


 


 


Selling, general and administrative expenses

     13,671       11,991       46,681       47,492  

Depreciation and amortization expense

     1,183       1,345       4,773       5,298  

Impairments of long-lived assets

     31,260       (122 )     31,260       792  

Loss (gain) on disposal of fixed assets

     1       13       (1,027 )     (366 )
    


 


 


 


Operating loss

     (33,552 )     (821 )     (34,843 )     (5,798 )

Other income

     234       317       606       754  

Interest expense, net

     (2,974 )     (1,147 )     (5,607 )     (7,130 )
    


 


 


 


Net loss

   $ (36,292 )   $ (1,651 )   $ (39,844 )   $ (12,174 )
    


 


 


 


Basic and diluted net loss per share

   $ (3.27 )   $ (1.28 )   $ (10.68 )   $ 9.45  
    


 


 


 


Basic and diluted shares outstanding

     11,086       1,289       3,731       1,289  
    


 


 


 


 

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DRUGMAX, INC. AND SUBSIDIARIES

Selected Financial Information

 

Consolidated Condensed Balance Sheet

(Dollars in thousands)

 

     January 1,
2005


   December 27,
2003


 

Assets

               

Current Assets:

               

Cash and cash equivalents

   $ 2,332    $ 1,307  

Accounts receivable, net

     20,570      9,865  

Inventories

     34,525      18,874  

Prepaids and other current assets

     1,965      877  
    

  


Total current assets

   $ 59,392    $ 30,923  

Property and equipment, net

   $ 5,251    $ 4,789  

Goodwill and other intangible assets

     30,383      7,538  

Other non-current assets

     572      903  
    

  


Total assets

   $ 95,598    $ 44,153  
    

  


Liabilities and Stockholders’ Equity

               

Current liabilities:

               

Revolving credit facility

   $ 32,871    $ 25,078  

Current portion of long-term liabilities

     2,314      12,659  

Accounts payable and accrued expenses

     32,082      30,790  
    

  


Total current liabilities

   $ 67,267    $ 68,527  

Long- term accounts payable

   $ 22,425    $ 0  

Other long-term liabilities

     51      189  
    

  


Total long-term liabilities

   $ 22,476    $ 189  

FMG redeemable preferred stock

     —        109,325  

Stockholders’ equity (deficit)

   $ 5,855    $ (133,888 )
    

  


Total liabilities and stockholders’ equity (deficit)

   $ 95,598    $ 44,153  
    

  


 

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DRUGMAX, INC. AND SUBSIDIARIES

Selected Financial Information

 

Reconciliation of GAAP Net Loss to EBITDA and Adjusted EBITDA

(Dollars in thousands)

 

     Three Months Ended

    Twelve Months Ended

 
     January 1,
2005


    December 27,
2003


    January 1,
2005


    December 27,
2003


 

GAAP net loss

   $ (36,292 )   $ (1,651 )   $ (39,844 )   $ (12,174 )

Adjustments:

                                

Interest expense, net

     2,974       1,147       5,607       7,130  

Depreciation and amortization

     1,183       1,345       4,773       5,298  
    


 


 


 


EBITDA

   $ (32,135 )   $ 841     $ (29,464 )   $ 254  

Noncash impairment of goodwill

     31,000       —         31,000       —    

Non-cash stock compensation expense, merger related

     1,345       —         1,345       —    
    


 


 


 


Adjusted EBITDA

   $ 210     $ 841     $ 2,881     $ 254  
    


 


 


 


 

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Reconciliation of GAAP Net Loss to Adjusted Net Loss

(in thousands, except for per share data)

 

     Three Months Ended

    Twelve Months Ended

 
     January 1,
2005


    December 27,
2003


    January 1,
2005


    December 27,
2003


 

GAAP net loss

   $ (36,292 )   $ (1,651 )   $ (39,844 )   $ (12,174 )

Adjustments:

                                

Non-cash impairment of goodwill

     31,000       —         31,000       —    

Non-cash stock compensation expense, merger related

     1,345       —         1,345       —    

Non-cash interest expense on merger-related warrants

     1,655       —         1,655       —    
    


 


 


 


Adjusted net loss

   $ (2,292 )   $ (1,651 )   $ (5,844 )   $ (12,174 )
    


 


 


 


Basic and diluted net loss per share, adjusted

   $ (0.21 )   $ (1.28 )   $ (1.57 )   $ (9.45 )
    


 


 


 


Basic and diluted shares outstanding

     11,086       1,289       3,731       1,289  
    


 


 


 


 

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