-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VxYOnAhz5tov9+8u7KL9DLGZJmXWQM+jCdQkcU5zyrLpUmuezlWr4jEWUGbt/sZQ OlTN+/3KkXy5dnlrdo1Gpg== 0001144204-08-020105.txt : 20080402 0001144204-08-020105.hdr.sgml : 20080402 20080402154136 ACCESSION NUMBER: 0001144204-08-020105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080402 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080402 DATE AS OF CHANGE: 20080402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Conmed Healthcare Management, Inc. CENTRAL INDEX KEY: 0000943324 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 421297992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27554 FILM NUMBER: 08733346 BUSINESS ADDRESS: STREET 1: 9375 CHESAPEAKE STREET STREET 2: SUITE 203 CITY: LA PLATA, STATE: MD ZIP: 20646 BUSINESS PHONE: 5152221717 MAIL ADDRESS: STREET 1: 9375 CHESAPEAKE STREET STREET 2: SUITE 203 CITY: LA PLATA, STATE: MD ZIP: 20646 FORMER COMPANY: FORMER CONFORMED NAME: PACE HEALTH MANAGEMENT SYSTEMS INC DATE OF NAME CHANGE: 19960118 8-K 1 v109521_8k.htm Unassociated Document
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported):  April 2, 2008
 

CONMED HEALTHCARE MANAGEMENT, INC.
(Exact name of Registrant as Specified in its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
0-27554
 
42-1297992
(Commission File Number)
 
(I.R.S. Employer Identification Number)

7250 Parkway Dr.
Suite 400
Hanover, MD 21076
(Address of Principal Executive Offices, including Zip Code)
 
(301) 609-8460
(Registrant’s Telephone Number, including Area Code)

(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below):
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
 
o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17  CFR 240.14d-2(b)).
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
 

 
1

 
 
Item 2.02. Results of Operations and Financial Condition.
 
On March 31, 2008, the Company issued a press release announcing its financial results for the fourth quarter and full year period ended December 31, 2007. The press release is attached as Exhibit 99.1 to this report.
 
The information set forth in this Item 2.02 and the attached Exhibit 99.1 is furnished to, but shall not be deemed “filed” with Securities and Exchange Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such a filing.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
Description

99.1
Press Release dated March 31, 2008

This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the Company’s plans, objectives, expectations and intentions; and (ii) other statements identified by words such as “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control), including, without limitation, the Company’s ability to increase prices and revenue and continue to obtain contract renewals and extensions.

 
2

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
 
CONMED HEALTHCARE MANAGEMENT, INC.
 
 
 
 
 
 
Date: April 2, 2008 
By:   /s/ Thomas W. Fry 
 
Thomas W. Fry
  Secretary and Chief Financial Officer 
 
 
 
3

 
 
EX-99.1 2 v109521_ex99-1.htm Unassociated Document
 
 
Conmed Healthcare Management, Inc. Announces 34% Revenue Increase
to Record $7.6 Million for Fourth Quarter 2007

Full Year 2007 Pro-Forma Revenue Increased 55% to a Record $26.1 Million

Hanover, MD.--(BUSINESS WIRE)—March 31, 2007--Conmed Healthcare Management, Inc. (OTCBB:CMHM - News), a leading full service provider of correctional facility healthcare services to county detention centers, today announced financial results for its fourth quarter and full year period ended December 31, 2007.

Fourth Quarter Financial Highlights*
 
·
Fourth quarter 2007 revenues increased 34% to $7.6 million from $5.7 million in the year-ago period.
 
·
Gross margin improved 540 basis points to 19.6% for the quarter ended December 31, 2007.
 
Full Year Financial Highlights*
 
·
Full year pro-forma 2007 revenues increased 55% to $26.1 million from $16.8 million in 2006.
 
·
Pro-forma gross margin improved 130 basis points to18.6% for the year ended December 31, 2007.
 
·
Generated approximately $1.7 million in operating cash flow since the acquisition of Conmed, Inc. on January 26, 2007.
 
·
As of December 31, 2007 Conmed had entered into contracts totaling in excess of $100 million including:
 
·
service agreements with 4 new counties totally approximately $35 million of which approximately $ 23 million relates to option renewal periods and.
 
·
converted, renewed and extended agreements with counties Conmed was previously servicing totaling approximately $66 million of which approximately $49 million relates to option renewal periods.
 
Highlights Subsequent to the End of the Fourth Quarter

·
Announced $18 million contract with City of Chesapeake, Virginia, Sheriff’s Office Jail; five-year full-service contract expected to contribute $3.6 million annually. 
 
·
Acquired, for cash and stock, nine healthcare service contracts with six counties in Oregon currently being serviced by Dr. Robert Tilley, M.D., MBA, doing business as Emergency Medicine Documentation Consultants, P.C. (“EMDC”). Dr. Tilley joins Conmed as Vice President and Medical Director of the Northwest Region. 
 
·
Strengthened senior management team with several additional key hires.
 
Financial Results*
 
Net revenue for the three months ended December 31, 2007 increased $1.9 million, or 34%, to $7.6 million from $5.7 million in last year's comparable period, and was 9% higher compared to the fiscal third quarter. The higher revenue was a result of a full quarter of revenue from the new contracts with Kitsap County, Washington and Wicomico County, Maryland as well as expanded services with Yakima County, Washington.
 
1

 
Gross profit for the fourth quarter of 2007 was $1.5 million, reflecting a 19.6% gross margin, compared to $0.8 million and 14.2%, respectively in last year's same period. The 540 basis point increase in gross margin reflects careful cost containment initiatives, resulting primarily from lower out of facility medical expenses.

Selling, general and administrative expenses for the fourth quarter were $1.3 million, or 17.1% of revenue, compared to $600,000 or 10.0% of revenue for the year-ago quarter. The increased expenditures reflect higher salaries and wages due to increased personnel, plus increased legal, accounting and other professional fees resulting from increased business development activities, operating support and cost associated with becoming a public company. In addition, stock based compensation for the three month period ended December 31, 2007 and 2006 was $133,000 and zero, respectively, reflecting stock option awards issued in the fourth quarter 2007.

"During fourth quarter 2007 we grew revenues 34% from new and existing accounts and improved gross margin 540 basis points by managing labor, overtime, staffing, and total healthcare expenses, and also engaged a partner to help us do an even better job of managing our out-of-facility costs,” commented Richard Turner, President and CEO of Conmed. “As a result, and due to the hard work of our entire team, we have made considerable progress in transforming Conmed from a small, localized business into a publicly traded, nationally focused, and professionally managed company emerging as a recognized leader in the marketplace. We added approximately $35 million in total value from contracts with new customers during the year, and continue to maintain our 100% customer retention rate, serving every county we’ve ever contracted with since 1984. This was a solid year of operational and financial improvement and we believe we are well-positioned for success in 2008 and beyond.”

Conmed's operating loss was $312,000 in the fourth quarter compared to a pro-forma operating loss of $254,000 in the fourth quarter last year. The increase reflects the increased SG&A expenses, which offset the improvement in gross profit. The net loss was $393,000, or $(0.03) per basic and fully diluted share (based on 11.9 million shares) compared to a pro-forma loss of $336,000 last year. Conmed was a private Company last year, and as such earnings per share information is unavailable.

For the fourth quarter, adjusted EBITDA** was $319,000. During the quarter, the Company recorded certain non-cash expenses for depreciation, amortization and stock based compensation, which totaled $631,000.

Pro-forma results for the year ended December 31, 2007 showed net revenues increased $9.3 million, or 55.4%, to $26.1 million from $16.8 million. Gross profit increased 130 basis points for the full year 2007 to $4.9 million, representing an 18.6% gross margin, compared to $2.9 million and 17.3%, respectively in last year's same period.

The net loss was $1.8 million or $(0.18) per basic and fully diluted share (based on 10.3 million shares) compared to a pro-forma loss of $1.7 million last year. Conmed was a private Company last year and as such earnings per share information is unavailable.
 
2

 
Adjusted EBITDA for the pro-forma full year 2007 was $859,000 compared to $625,000 in last year’s same period. Adjusted EBITDA for the 2007 period excludes $2.8 million in non-cash charges.

“Subsequent to the year end, we announced several additions to our senior staff that will support our business development as well as expand medical programs,” continued Mr. Turner. “We made an acquisition in Oregon that we expect to leverage and grow in the Pacific Northwest region and we added a significant new contract with the City of Chesapeake, Virginia, Sheriff’s Office, the third-largest contract in our company’s history. We will continue to look for opportunities to boost our margins and expand our market presence both through accretive acquisitions and organic growth in the year ahead. Our revenue run rate for 2008 from contracts already booked shows over 30% growth to approximately $34 million from $26 million in 2007. The current pipeline is also robust.

“We have generated cash flow each quarter as a public company, and our balance sheet remains healthy, with over $7 million in cash and no debt,” concluded Mr. Turner. “As a provider of services that are constitutionally guaranteed to each citizen detained in county facilities, we are in a fortunate position in which our services remain in demand even in tougher economic periods. We are looking forward to another exciting year of growth in 2008.”

About Conmed
 
Conmed has provided correctional healthcare services since 1984, beginning in the state of Maryland, and currently services detention centers and correctional facilities in thirty counties in five states, including Maryland, Virginia, Kansas, Oregon and the State of Washington. Conmed's services have expanded to include mental health, pharmacy and out-of-facility healthcare services.

Forward Looking Statements
 
This press release may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the company's plans, objectives, expectations and intentions; and (ii) other statements identified by words such as "may", "could", "would", "should", "believes", "expects", "anticipates", "estimates", "intends", "plans", "projects", "potentially" or similar expressions. These statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties including those contained in its public filings. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company's control including, without limitation, the Company's ability to increase revenue and to continue to obtain contract renewals and extensions.)

*All comparisons presented are based on pro-forma results. Pro-forma adjustments include consolidation of the Company and Conmed, Inc. for the full year plus adjustments to reflect the amortization of intangible assets and a pro-forma estimated tax expense for both the three month and full year periods.

**Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and adjusted EBITDA are key indicators used by management to evaluate operating performance. While EBITDA and adjusted EBITDA are not intended to replace any presentation included in these consolidated financial statements under generally accepted accounting principles (GAAP) and should not be considered an alternative to operating performance or an alternative to cash flow as a measure of liquidity, Conmed believes this measure is useful to investors in assessing its capital expenditures and working capital requirements. This calculation may differ in method of calculation from similarly titled measures used by other companies. Adjusted EBITDA is defined as income from continuing operations before interest, taxes, depreciation and amortization adjusted for stock-based compensation, gains or losses on the sale of assets, impairment charges and other unusual or non-recurring transactional events. A reconciliation of EBITDA and Adjusted EBITDA to GAAP financial measures for the three and 12 months ended December 31, 2007 is included with this press release.

3


CONMED HEALTHCARE MANAGEMENT, INC.
 
CONSOLIDATED BALANCE SHEETS 
DECEMBER 31, 2007 AND 2006

   
 SUCCESSOR December 31, 2007
 
 PREDECESSOR December 31, 2006
 
ASSETS
           
CURRENT ASSETS
             
Cash and cash equivalents
 
$
7,136,720
 
$
122,269
 
Accounts receivable
   
1,622,424
   
1,304,193
 
Prepaid expenses
   
214,834
   
226,629
 
Total current assets
   
8,973,978
   
1,653,091
 
               
PROPERTY AND EQUIPMENT, NET
   
212,815
   
45,861
 
               
DEFERRED TAXES
   
90,000
   
--
 
               
OTHER ASSETS              
Service contracts acquired, net
   
2,699,000
   
--
 
Non-compete agreements, net
   
749,000
   
--
 
Goodwill
   
4,852,338
   
--
 
Deposits
   
58,698
   
2,424
 
     
8,359,036
   
2,424
 
   
$
17,635,829
 
$
1,701,376
 
               
LIABILITIES AND SHAREHOLDERS' EQUITY
             
CURRENT LIABILITIES
             
Accounts payable
 
$
837,144
 
$
580,507
 
Accrued expenses
   
1,563,020
   
987,979
 
Taxes payable
   
5,000
   
--
 
Deferred revenue
   
353,075
   
103,673
 
Notes payable, current portion
   
7,798
   
7,326
 
Total current liabilities
   
2,766,037
   
1,679,485
 
               
NOTES PAYABLE, LONG-TERM
   
5,418
   
13,236
 
               
SHAREHOLDERS' EQUITY
             
Preferred stock no par value; authorized 5,000,000 shares; issued and outstanding zero shares as of December 31, 2007
   
--
   
--
 
Common stock, $0.0001 par value, authorized 40,000,000 shares; issued and outstanding 11,943,141 shares as of December 31, 2007
   
1,194
   
300
 
Additional paid-in capital
   
35,901,874
   
--
 
Retained earnings (deficit)
   
(21,038,694
)
 
8,355
 
Total shareholders' equity
   
14,864,374
   
8,655
 
   
$
17,635,829
 
$
1,701,376
 

4


CONMED HEALTHCARE MANAGEMENT, INC.
 
CONSOLIDATED STATEMENTS OF OPERATIONS 
YEARS ENDED DECEMBER 31, 2007 AND 2006


   
SUCCESSOR For the 340-Day Period January 26, 2007 to December 31, 2007
 
PREDECESSOR For the 25-Day Period January 1, 2007 to January 25, 2007
 
PREDECESSOR For the Year Ended December 31, 2006
 
               
Service Contract Revenue
 
$
24,568,475
 
$
1,504,565
 
$
16,776,724
 
                     
HEALTHCARE EXPENSES:
                   
Salaries, wages and employee benefits
   
12,810,048
   
842,575
   
8,377,063
 
Medical expenses
   
6,253,352
   
439,206
   
4,858,654
 
Other operating expenses
   
861,296
   
45,552
   
641,217
 
Total healthcare expenses
   
19,924,696
   
1,327,333
   
13,876,934
 
                     
Gross Profit
   
4,643,779
   
177,232
   
2,899,790
 
                     
Selling and administrative expenses
   
4,450,939
   
92,264
   
1,808,303
 
Depreciation and amortization
   
2,090,977
   
1,698
   
40,162
 
Total operating expenses
   
6,541,916
   
93,962
   
1,848,465
 
                     
Operating income (loss)
   
(1,898,137
)
 
83,270
   
1,051,325
 
                     
INTEREST INCOME (EXPENSE)
                   
Interest income
   
312,964
   
287
   
9,941
 
Interest (expense)
   
(6,848
)
 
(93
)
 
(7,017
)
Total interest income (expense)
   
306,116
   
194
   
2,924
 
                     
Income (loss) before income taxes
   
(1,592,021
)
 
83,464
   
1,054,249
 
Income tax expense
   
162,000
   
--
   
--
 
Net income (loss)
 
$
(1,754,021
)
$
83,464
 
$
1,054,249
 
                     
LOSS PER COMMON SHARE
                   
Basic and diluted
 
$
(0.17
)
           
                     
WEIGHTED AVERAGE SHARES OUTSTANDING
                   
Basic and diluted
   
10,310,994
             

5


CONMED HEALTHCARE MANAGEMENT, INC.
PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

   
Twelve Months Ended December 31
 
 Three Months Ended December 31
 
   
2007
 
2006
 
 2007
 
2006
 
Service contract revenue
 
$
26,073,040
 
$
16,776,724
 
$
7,588,043
 
$
5,664,272
 
                           
HEALTHCARE EXPENSES:
                         
Salaries, wages and employee benefits
   
13,652,623
   
8,377,063
   
4,169,124
   
3,000,965
 
Medical expenses
   
6,652,558
   
4,858,654
   
1,722,921
   
1,661,497
 
Other operating expenses
   
906,848
   
641,217
   
210,067
   
196,643
 
Total healthcare expenses
   
21,212,029
   
13,876,934
   
6,102,112
   
4,859,105
 
                           
Gross profit
   
4,861,011
   
2,899,790
   
1,485,931
   
805,167
 
                           
OPERATING EXPENSES:
                         
Selling, general & administrative expenses
   
4,558,868
   
2,274,989
   
1,300,124
   
566,272
 
Depreciation and amortization
   
2,268,675
   
2,268,162
   
497,931
   
492,840
 
Total operating expenses
   
6,827,513
   
4,543,151
   
1,798,085
   
1,059,112
 
                           
Operating loss
   
(1,966,502
)
 
(1,643,361
)
 
(312,124
)
 
(253,945
)
                           
Net interest income
   
306,309
   
70,154
   
81,126
   
72,276
 
                           
Loss before income taxes
   
(1,660,193
)
 
(1,573,207
)
 
(230,998
)
 
(181,669
)
                           
Income tax expense
   
162,000
   
154,000
   
162,000
   
154,000
 
                           
Net (loss)
 
$
(1,822,103
)
$
(1727,207
)
$
(392,998
)
$
(335,669
)



6


CONMED HEALTHCARE MANAGEMENT, INC.
RECONCILIATION OF PROFORMA GAAP NET LOSS FROM CONTINUING OPERATIONS TO EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA)

   
Year Ended
December 31,
 
 Three Months Ended December 31,
 
   
2007
 
2006
 
 2007
 
2006
 
Net loss
 
$
(1,822,000
)
$
(1,727,000
)
$
(393,000
)
$
(336,000
)
Income tax
   
162,000
   
154,000
   
162,000
   
154,000
 
Interest income
   
(313,000
)
 
(77,000
)
 
(84,000
)
 
(73,000
)
Interest expense
   
7,000
   
7,000
   
3,000
   
--
 
Depreciation and amortization
   
2,269,000
   
2,268,000
   
498,000
   
493,000
 
Stock based compensation
   
556,000
   
--
   
133,000
   
--
 
Earnings before interest, taxes, depreciation and amortization (EBITDA)
 
$
859,000
 
$
625,000
 
$
319,000
 
$
238,000
 



    Contact:
    Conmed Healthcare Management, Inc.
    Thomas W. Fry, 410-567-5520
    Chief Financial Officer
    tfry@conmed-inc.com
    or
    Hayden Communications
    Peter Seltzberg, 646-415-8972
    peter@haydenir.com
    or
    Brett Maas, 646-536-7331
    brett@haydenir.com

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