Exhibit 99.1
CONTINUCARE CORPORATION REPORTS
FINANCIAL RESULTS FOR SECOND QUARTER
QUARTER OF FISCAL 2004
Miami, FL February 13, 2004 – Continucare Corporation (AMEX: CNU) today reported financial results for its second quarter of fiscal 2004.
Second Quarter Results
For the three months ended December 31, 2003, medical services revenue was $24.2 million, compared to $24.0 million for the three months ended December 31, 2002. Income from operations during the second fiscal quarter of 2004 was $722,000 compared to income of $454,000 in the same period one year ago. Income from continuing operations in the second quarter of fiscal 2004 was $479,000 compared to income of $235,000 in the year-ago period. Loss from discontinued operations during the second fiscal quarter was $834,000 compared to a loss of $607,000 in the year-ago period. Net loss for the second quarter of fiscal 2004 was $355,000, or $.01 per diluted share, compared to a net loss of $372,000, or $.01 per diluted share, one year ago.
Six-Month Results
For the six months ended December 31, 2003, medical services revenue was $49.1 million compared to $47.5 million for the six months ended December 31, 2002. Income from operations during the six-month period was $1.6 million compared to $779,000 in the same period one year ago. Income from continuing operations during the six-month period was $3.3 million compared to $173,000 in the year-ago period. Loss from discontinued operations during the six-month period was $1.2 million compared to a loss of $1.2 million in the same period one year ago. Net income for the six-month period was $2.2 million, or $.04 per diluted share, compared to a loss of $1.1 million, or $.03 per diluted share, one year ago.
Income from continuing operations during the six months ended December 31, 2003 includes other income of $2.2 million relating to the settlement of a Medicare obligation related to rehabilitation clinics that were previously operated by Continucare and which were sold in 1999. The Centers for Medicare & Medicaid Services (“CMS”) had alleged that Medicare overpayments were made relating to services rendered by these clinics and other related clinics during a period in which they were operated by entities other than Continucare. In an effort to resolve the matter with CMS and avoid aggressive collection efforts that could disrupt its business, in 2002 Continucare entered into a memorandum of understanding pursuant to which it agreed to begin making payments to resolve the liability while also retaining the right to dispute the alleged overpayments. Continucare requested that the liability assessed by CMS be reconsidered and in October 2003 it was notified by the Medicare Fiscal Intermediary that the liability was 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 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, “The most significant development during our second fiscal quarter relates to the disposition of our home health agencies. These businesses have historically incurred operating losses and experienced negative cash flow. Losses associated with these businesses continued in our second fiscal quarter and will to a lesser extent also continue in the current fiscal quarter. The disposition of these businesses, however, has been completed and we will substantially complete the remaining administrative wrap-up related to these businesses in the current quarter, after which time we should be able to focus all of resources on our core activity of providing primary care medical services.”
Continucare Corporation (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 as they seek to contain health care costs, the level of payment we receive from governmental programs and other 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, technological and pharmaceutical improvements that increase the cost of providing, or reduce the demand for, health care, changes in revenue mix and the ability to enter into and renew managed care provider arrangements on acceptable terms, delays in receiving payments, the collectibility of uninsured accounts and deductible and co-pay amounts, 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, 2003 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.
Contact:
Richard C. Pfenniger, Jr.
Chief Executive Officer
Continucare Corporation
80 Southwest 8th Street
Miami, Florida 33130
(305) 350-7557
-tables to follow-
2
CONTINUCARE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
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| | | | | Three-Months Ended | | Six-Months Ended |
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| | | | | 12/31/03 | | 12/31/02 | | 12/31/03 | | 12/31/02 |
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Medical services revenue, net | | $ | 24,173,674 | | | $ | 23,988,134 | | | $ | 49,107,176 | | | $ | 47,463,982 | |
Management fee revenue | | | 194,562 | | | | – | | | | 324,459 | | | | – | |
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| | Subtotal | | | 24,368,236 | | | | 23,988,134 | | | | 49,431,635 | | | | 47,463,982 | |
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Expenses | | | | | | | | | | | | | | | | |
| | Medical services: | | | | | | | | | | | | | | | | |
| | | Medical claims | | | 18,141,504 | | | | 18,401,034 | | | | 36,948,229 | | | | 36,404,278 | |
| | | Other direct costs | | | 2,890,296 | | | | 2,685,495 | | | | 5,751,879 | | | | 5,372,822 | |
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| | Total medical services | | | 21,031,800 | | | | 21,086,529 | | | | 42,700,108 | | | | 41,777,100 | |
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| | Administrative payroll and employee benefits | | | 993,101 | | | | 975,856 | | | | 1,886,316 | | | | 1,931,484 | |
| | Professional fees | | | 246,277 | | | | 59,085 | | | | 441,122 | | | | 308,059 | |
| | General and administrative | | | 1,588,967 | | | | 1,267,112 | | | | 2,870,480 | | | | 2,364,887 | |
| | Gain on extinguishment of debt | | | (350,000 | ) | | | – | | | | (350,000 | ) | | | – | |
| | Depreciation and amortization | | | 136,560 | | | | 145,766 | | | | 269,133 | | | | 303,174 | |
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| | | Subtotal | | | 23,646,705 | | | | 23,534,348 | | | | 47,817,159 | | | | 46,684,704 | |
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Income from operations | | | 721,531 | | | | 453,786 | | | | 1,614,476 | | | | 779,278 | |
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Other income (expense) | | | | | | | | | | | | | | | | |
| Interest income | | | 1,421 | | | | 1,952 | | | | 2,076 | | | | 3,727 | |
| Interest expense | | | (243,712 | ) | | | (221,096 | ) | | | (488,601 | ) | | | (609,942 | ) |
| Medicare settlement related to terminated operations | | | – | | | | – | | | | 2,218,278 | | | | – | |
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Income from continuing operations | | | 479,240 | | | | 234,642 | | | | 3,346,229 | | | | 173,063 | |
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Income (loss) from discontinued operations: | | | | | | | | | | | | | | | | |
| Home health operations (including loss on disposal of $457,000) | | | (834,048 | ) | | | (509,231 | ) | | | (1,272,778 | ) | | | (987,800 | ) |
| Terminated IPA | | | – | | | | (97,898 | ) | | | 73,091 | | | | (249,386 | ) |
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| | | Subtotal | | | (834,048 | ) | | | (607,129 | ) | | | (1,199,687 | ) | | | (1,237,186 | ) |
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Net income (loss) | | $ | (354,808 | ) | | $ | (372,487 | ) | | $ | 2,146,542 | | | $ | (1,064,123 | ) |
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Basic net income (loss) per common share: | | | | | | | | | | | | | | | | |
| Income from continuing operations | | $ | .01 | | | $ | – | | | $ | .08 | | | $ | – | |
| Loss from discontinued operations | | | (.02 | ) | | | (.01 | ) | | | (.03 | ) | | | (.03 | ) |
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Net income (loss) | | $ | (.01 | ) | | $ | (.01 | ) | | $ | .05 | | | $ | (.03 | ) |
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Diluted net income (loss) per common share: | | | | | | | | | | | | | | | | |
| Income from continuing operations | | $ | .01 | | | $ | – | | | $ | .07 | | | $ | – | |
| Loss from discontinued operations | | | (.02 | ) | | | (.01 | ) | | | (.03 | ) | | | (.03 | ) |
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Net income (loss) | | $ | (.01 | ) | | $ | (.01 | ) | | $ | .04 | | | $ | (.03 | ) |
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Basic weighted average number of common shares outstanding | | | 42,379,001 | | | | 40,500,905 | | | | 42,379,001 | | | | 40,102,536 | |
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Diluted weighted average number of common shares outstanding | | | 48,191,924 | | | | 40,500,905 | | | | 47,755,168 | | | | 40,102,536 | |
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3
CONTINUCARE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
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| | | | | | December 31, 2003 | | June 30, 2003 |
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| | | | | | (Unaudited) | | | | |
| | | | ASSETS | | | | | | | | |
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Current assets: | | | | | | | | |
| Cash and cash equivalents | | $ | 181,365 | | | $ | 160,743 | |
| Certificates of deposit, current | | | 100,819 | | | | 101,258 | |
| Accounts receivable, net of allowance for doubtful accounts of $4,890,000 and $4,823,000, respectively | | | 467,748 | | | | 323,443 | |
| Other receivables | | | 203,347 | | | | 410,765 | |
| Due from Medicare, net | | | 410,870 | | | | 258,930 | |
| Due from HMOs, net of a liability for incurred but not reported medical claims expense of $11,892,000 and $13,014,000, respectively | | | 1,984,987 | | | | 1,414,469 | |
| Prepaid expenses and other current assets | | | 425,888 | | | | 565,935 | |
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| | | Total current assets | | | 3,775,024 | | | | 3,235,543 | |
Certificates of deposit | | | – | | | | 30,000 | |
Assets related to home health operations held for sale | | | 9,000 | | | | 540,398 | |
Equipment, furniture and leasehold improvements, net | | | 449,164 | | | | 430,382 | |
Goodwill, net of accumulated amortization of approximately $3,581,000 | | | 14,342,510 | | | | 14,342,510 | |
Managed care contracts, net of accumulated amortization of $1,893,000 and $1,717,000, respectively | | | 1,617,025 | | | | 1,793,431 | |
Deferred financing costs, net of accumulated amortization of $3,849,000 and $3,562,000, respectively | | | 231,563 | | | | 518,382 | |
Other assets, net | | | 107,387 | | | | 109,330 | |
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| | | Total assets | | $ | 20,531,673 | | | $ | 20,999,976 | |
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| | | | LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
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Current liabilities: | | | | | | | | |
| Accounts payable | | $ | 615,405 | | | $ | 683,488 | |
| Accrued expenses | | | 2,933,336 | | | | 2,283,048 | |
| Liabilities related to terminated IPA, net | | | 37,254 | | | | 110,345 | |
| Credit facility | | | 2,205,911 | | | | 2,315,000 | |
| Current portion of convertible subordinated notes payable | | | 1,341,536 | | | | 233,716 | |
| Current portion of long-term debt | | | 402,941 | | | | 2,640,943 | |
| Current portion of related party notes payable | | | 63,854 | | | | 63,854 | |
| Accrued interest payable | | | 26,334 | | | | 51,754 | |
| Current portion of capital lease obligations | | | 65,238 | | | | 70,913 | |
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| | | Total current liabilities | | | 7,691,809 | | | | 8,453,061 | |
Deferred gain on extinguishment of debt | | | 3,500,000 | | | | 3,850,000 | |
Capital lease obligations, less current portion | | | 93,421 | | | | 125,606 | |
Convertible subordinated notes payable, less current portion | | | 2,877,983 | | | | 4,122,751 | |
Long term debt, less current portion | | | 1,147,234 | | | | 1,341,947 | |
Related party notes payable, less current portion | | | 965,406 | | | | 997,333 | |
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| | | Total liabilities | | | 16,275,853 | | | | 18,890,698 | |
Commitments and contingencies Shareholders’ equity: | | | | | | | | |
| Common stock; $0.0001 par value; 100,000,000 shares authorized, 45,375,194 shares issued and 42,379,001 shares outstanding at December 31, 2003 and June 30, 2003 | | | 4,239 | | | | 4,239 | |
| Additional paid-in capital | | | 60,279,880 | | | | 60,279,880 | |
| Accumulated deficit | | | (50,603,598 | ) | | | (52,750,140 | ) |
| Treasury stock (2,996,193 shares) | | | (5,424,701 | ) | | | (5,424,701 | ) |
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| | Total shareholders’ equity | | | 4,255,820 | | | | 2,109,278 | |
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| | Total liabilities and shareholders’ equity | | $ | 20,531,673 | | | $ | 20,999,976 | |
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4
CONTINUCARE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
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| | | | | | Six Months Ended December 31, |
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| | | | | | 2003 | | 2002 |
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CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | |
| | | Net income (loss) | | $ | 2,146,542 | | | $ | (1,064,123 | ) |
| | | Loss from discontinued operations | | | 1,199,687 | | | | 1,237,186 | |
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| | | Income from continuing operations | | | 3,346,229 | | | | 173,063 | |
| | | Adjustments to reconcile net income (loss) to cash provided by operating activities: | | | | | | | | |
| | | | Depreciation and amortization, including amortization of deferred loan costs | | | 555,952 | | | | 735,837 | |
| | | | Gain on extinguishment of debt | | | (350,000 | ) | | | – | |
| | | | Provision for bad debts | | | 71,859 | | | | 50,112 | |
| | | | Director compensation paid through the issuance of restricted common stock | | | – | | | | 123,000 | |
| | | Changes in operating assets and liabilities: | | | | | | | | |
| | | | Increase in accounts receivable | | | (216,164 | ) | | | (104,076 | ) |
| | | | Decrease in prepaid expenses and other current assets | | | 140,047 | | | | 187,605 | |
| | | | Decrease in other receivables | | | 207,418 | | | | 396,890 | |
| | | | Increase in other assets | | | (1,445 | ) | | | (1,972 | ) |
| | | | (Increase) decrease in due from HMO’s, net | | | (570,518 | ) | | | 16,130 | |
| | | | (Increase) decrease in due to/from Medicare, net | | | (2,370,219 | ) | | | 301,290 | |
| | | | Increase in accounts payable and accrued expenses | | | 582,205 | | | | 176,367 | |
| | | | Decrease in accrued interest payable | | | (25,420 | ) | | | (2,601 | ) |
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| | Net cash provided by continuing operations | | | 1,369,944 | | | | 2,051,645 | |
| | Net cash used in discontinued operations | | | (785,884 | ) | | | (962,603 | ) |
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Net cash provided by operating activities | | | 584,060 | | | | 1,089,042 | |
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CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | |
| | | | Proceeds from maturities of restricted cash, net | | | 30,439 | | | | 100,374 | |
| | | | Property and equipment additions | | | (53,679 | ) | | | (50,484 | ) |
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| | | Net cash (used in) provided by continuing operations | | | (23,240 | ) | | | 49,890 | |
| | | Net cash used in discontinued operations | | | (9,938 | ) | | | (10,530 | ) |
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Net cash (used in) provided by investing activities | | | (33,178 | ) | | | 39,360 | |
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CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
| | | Payments on convertible subordinated notes | | | (136,948 | ) | | | (136,949 | ) |
| | | Payments on related party notes | | | (31,927 | ) | | | (31,927 | ) |
| | | Principal repayments under capital lease obligation | | | (37,860 | ) | | | (58,769 | ) |
| | | Third party assumption of capital lease obligation | | | – | | | | (1,789 | ) |
| | | Net decrease in credit facility | | | (109,089 | ) | | | (315,000 | ) |
| | | Advances from HMOs | | | – | | | | 75,000 | |
| | | Payment on advances from HMOs | | | – | | | | (75,000 | ) |
| | | Repayments to Medicare per agreement | | | (214,436 | ) | | | (330,333 | ) |
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| Net cash used in continuing operations | | | (530,260 | ) | | | (874,767 | ) |
| Net cash used in discontinued operations | | | – | | | | (81,506 | ) |
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Net cash used in financing activities | | | (530,260 | ) | | | (956,273 | ) |
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Net increase in cash and cash equivalents | | | 20,622 | | | | 172,129 | |
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Cash and cash equivalents at beginning of period | | | 160,743 | | | | 180,410 | |
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Cash and cash equivalents at end of period | | $ | 181,365 | | | $ | 352,539 | |
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SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITY: | | | | | | | | |
Note payable issued for refunds due to Medicare for overpayments | | | – | | | | 694,800 | |
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Purchase of furniture and fixtures with proceeds of capital lease obligations | | | – | | | | 40,122 | |
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5