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): February 25, 2004
CURATIVE HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
Minnesota 000-50371 51-0467366
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
150 Motor Parkway
Hauppauge, New York 11788-5145
(Address of principal executive offices)
(631) 232-7000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Item 7. Financial Statements and Exhibits
(c) The following exhibit is being "furnished" in accordance with
Item 12 of Form 8-K and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing:
99.1 Press Release of Curative Health Services, Inc. dated
February 25, 2004.
Item 12. Results of Operations and Financial Condition
The following information is being "furnished" in accordance with
Item 12 of Form 8-K and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed to be incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in
such filing:
On February 25, 2004, Curative Health Services, Inc. issued a press
release reporting on its results of operations and financial
condition for the completed fiscal quarter and full-year ended
December 31, 2003. The press release is furnished as Exhibit 99.1 to
this Report.
Signature
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.
CURATIVE HEALTH SERVICES, INC.
Date: February 25, 2004 By: /s/ Thomas Axmacher
-----------------------
Thomas Axmacher
Chief Financial Officer
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Scott Eckstein
Investor Relations
Curative Health Services
631-232-7044
seckstein@curativehealth.com
CURATIVE HEALTH SERVICES REPORTS FOURTH QUARTER 2003 RESULTS
Fourth quarter Revenues of $65.4 Million,
GAAP Net Income Per Share of $0.32,
Results Include Charges of $0.06 Per Share and One-Time Gain of $0.10 Per Share
Hauppauge, New York - February 25, 2004 - Curative Health Services, Inc.,
(Nasdaq: CURE), announced today fourth quarter and full-year financial results
for the period ended December 31, 2003. Total revenues for the fourth quarter of
2003 were $65.4 million, compared with $47.7 million reported in the fourth
quarter of 2002, an increase of 37.2%. GAAP net income was $4.4 million or $0.32
per diluted share for the fourth quarter of 2003, compared with GAAP net income
of $5.8 million, or $0.45 per diluted share, for the fourth quarter of 2002.
Adjusted net income for the fourth quarter 2003 was $3.8 million or $0.28 per
diluted share. The adjusted fourth quarter 2003 results add back to GAAP net
income certain aggregate after tax charges of approximately $0.9 million
($1.4 million pre-tax) or $0.06 per diluted share. These adjusted results also
exclude an after tax one-time gain of approximately $1.4 million ($2.3 million
pre-tax) or $0.10 per diluted share, related to the Company's sale of its
venture capital interest in Accordant Health Services, Inc. ("Accordant"), as
part of the sale of Accordant to AdvancePCS in November 2002. A table
reconciling GAAP net income and net income per diluted share to adjusted net
income and net income per diluted share for the three months ended
December 31, 2003 accompanies this press release. Management believes the
adjusted net income and adjusted net income per diluted share information is
necessary to better present the Company's underlying business operating results.
For the year ended December 31, 2003, the Company reported total revenues of
$214.7 million, compared with $139.2 million in 2002. GAAP net income was $13.1
million or $0.96 per diluted share. Adjusted net income for the year ended
December 31, 2003 was $15.8 million or $1.15 per diluted share. These adjusted
results add back to GAAP net income charges taken during the first, second and
third quarters that have been previously disclosed, as well as the charges and
one-time gains taken during the fourth quarter discussed above. A table
reconciling GAAP net income and net income per diluted share to adjusted net
income and net income per diluted share for the year ended December 31, 2003
accompanies this press release.
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"This past year saw the maturation of our pharmacy business into a national
enterprise and the first year of net center growth in our wound care business
since 1999. While 2003 had many challenges, nonetheless we have made great
progress and believe we have positioned ourselves well for the coming year,"
said Joseph Feshbach, Curative's Chairman and Chief Executive Officer.
Highlights for the fourth quarter of 2003 included:
o Operating cash flow of over $8 million for the quarter.
o A decline in DSOs of 10 days from the third quarter to 78 days.
o Resumption of sequential growth in hemophilia, recording a 5% quarter over
quarter gain. IVIG and other injectables and infusables also recorded a
sequential increase of 16%.
o 17% year over year growth in Synagis(R)revenues, on a pro forma basis for
acquisitions.
The Company also signed four new multi-year contracts to manage acute care
hospital Wound Care Center(R) programs and had two contracts terminated.
Additionally, the Company has signed two multi-year contracts thus far in the
first quarter of 2004.
More recently, Curative announced in a separate press release that it has
entered into a definitive agreement to acquire the capital stock of Critical
Care Systems, Inc. for a total consideration of approximately $150 million in
cash. Critical Care Systems (CCS) is a leading national provider of specialty
infusion pharmaceuticals and comprehensive clinical services. CCS focuses on
delivering four principal therapies: hemophilia clotting factor, intravenous
immune globulin (IVIG), Total Parenteral Nutrition (TPN) and anti-infective
therapies. These core therapies represent the essential components of Specialty
Infusion as distinct from Home Infusion and account for approximately 75% of
CCS' revenues. Curative expects to fund the purchase price, repayment of certain
existing indebtedness of CCS and related fees and expenses with $165 million of
senior unsecured notes to be issued through a private placement. Curative has
received a $165 million financing commitment from UBS Loan Finance LLC which
will be used in the event the notes are not issued. In addition, GE Healthcare
Financial Services has committed to a $60 million senior secured credit facility
to support the acquisition and Curative's future working capital needs. The
commitments are subject to customary conditions. The transaction will be subject
to approval by applicable governmental regulatory agencies. UBS Investment Bank
acted as financial advisor to Curative for the transaction.
Mr. Feshbach commented, "Today, we announced a landmark event in our drive
to become a leading national company in specialty distribution with the signing
of a definitive agreement to acquire Critical Care Systems. We are very excited
about the prospects of this transaction, which we believe positions Curative as
a major force in Specialty Infusion."
The transaction is expected to deliver a number of strategic benefits to both
companies including:
o Establishing a leader in specialty infusion pharmaceuticals to the home
with core strengths in Hemophilia, IVIG, Synagis, Antibiotics and TPN.
o Creating an organization with a network of 38 pharmacies in 23 states
through which to drive growth in these core disease states that require a
local clinical presence.
o Leveraging the approximately 450 payor contracts already serviced by the
combined company.
o Creating a unique therapy offering that is mission critical as well as
demonstrably cost-effective for payors creating a competitive advantage in
contracting and pull-through.
o Adding exceptional clinical backbone and expertise highlighted by CCS' JCAHO
accreditation.
o Creating operating leverage by generating economies of scale through the
elimination of certain redundant G&A categories.
Fiscal 2004 Guidance
For 2004, before factoring in the acquisition of Critical Care Systems, the
Company expects revenues to be in the range of $230-$240 million and net income
to be in the range of $1.05-$1.10 per diluted share. This net income per diluted
share guidance reflects additional spending plans in early 2004 for IT
investments, Sarbanes Oxley compliance as well as adjusted Prescription City
expectations. Revenues for Specialty Pharmacy Services are expected to be in the
$205-$215 million range and revenues for Specialty Healthcare Services are
expected to be in the $28-$29 million range. Specialty Pharmacy Services revenue
growth is expected from both organic growth as the result of the Company's
expanded sales force, as well as the inclusion in 2004 of a full year of
operations by specialty pharmacy businesses acquired during 2003. For the first
quarter 2004, the Company expects revenues to be in the range of $63-$65 million
and GAAP net income in the range of $0.23-$0.25 per diluted share. Curative
anticipates the acquisition of Critical Care Systems to be modestly accretive to
earnings in the second half of 2004 after a period of integration. In 2005,
Curative believes CCS will contribute between $0.13-$0.18 per share in earnings
accretion
The guidance above relates to periods which have not yet ended or for which the
Company has not yet closed its books or completed its review of its operating
results and financial position. Accordingly, this guidance is preliminary and
subject to change based on completion of that review. In addition, the guidance
above does not reflect the impact, if any, of the pending government
investigation of the Company's Prescription City pharmacy which was announced on
November 5, 2003. It also does not reflect the completion of the previously
announced agreement to acquire the capital stock of Critical Care Systems, Inc.
and any acquisition-related charges associated with that transaction. After
completion of this transaction, the Company will provide updated guidance to
reflect these results.
The Company will host a conference call to discuss the Company's fourth quarter
2003 financial results, recent developments, business strategy and outlook on
Wednesday, February 25, 2004, at 8:30 a.m. Eastern Time. To participate in the
conference call, dial 1-800-915-4836 approximately 10 minutes prior to the
scheduled start time.
If you are unable to participate, a digital replay of the call will be available
from Wednesday, February 25, 2004 at 11:00 a.m. Eastern Time until 11:59 p.m.
Eastern Time on March 3, 2004 by dialing 1-800-428-6051 with passcode # 339648.
The live broadcast of Curative's quarterly conference call will be available
online by going to www.curative.com and selecting the Investor Relations link,
on www.streetevents.com, and on www.companyboardroom.com. An online replay will
be available shortly after the call through March 3, 2004 at those sites.
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About Curative Health Services
Curative Health Services, Inc., through its two business units, Specialty
Pharmacy Services and Specialty Healthcare Services, seeks to deliver
high-quality results and exceptional patient satisfaction for patients
experiencing serious or chronic medical conditions.
Curative's Specialty Pharmacy Services business unit provides services to help
patients manage the health care process, and offers related pharmacy products to
patients for chronic and critical disease states including Hemophilia, Immune
System Disorders, Respiratory Syncytial Virus (RSV), Multiple Sclerosis,
Rheumatoid Arthritis and Cancer.
Curative's Specialty Healthcare Services ("SHS") business unit is an industry
leader in chronic wound care management. SHS provides a broad continuum of
services to health care providers through a nationwide network. This national
network of hospital-based Wound Care Center(R) programs has offered
comprehensive treatment to over 375,000 patients.
For more information, visit www.curative.com.
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors,
which may cause the actual results, performance or achievements of the Company,
or industry results, to be materially different from any future results,
performance, or achievements expressed or implied by such forward-looking
statements. Factors that might cause such differences include, but are not
limited to, risks associated with our pending acquisition of Critical Care
Systems including, but not limited to, receipt of regulatory approvals required
for the transaction, completion of financing and other associated conditions,
uncertain market conditions that the proposed bond offering and expansion of the
Company's credit facility are subject to, integration risks and costs, risks of
client retention, risks associated with the operations of the acquired business,
as well as risks in our current businesses such as the termination or
non-renewal of a material number of contracts, an inability to obtain new
contracts, changes in the government regulations relating to the Company's
Specialty Pharmacy Services or Specialty Healthcare Services business units,
changes in the regulations governing third party reimbursements for the
Company's services, manufacturing shortages of products sold by Curative's
Specialty Pharmacy Services business unit, and the other risks and uncertainties
detailed in the Company's filings with the Securities and Exchange Commission.
Readers of this release are referred to the Company's Annual Report on Form 10-K
for the year ended December 31, 2002 and Quarterly Report on Form 10-Q for the
quarter ended September 30, 2003, for further discussion of these and other
factors that could affect future results.
(Tables Follow)
CURATIVE HEALTH SERVICES, INC. AND SUBSIDIARIES
Selected Financial Information
Condensed Consolidated Statements of Operations
-----------------------------------------------
(In thousands, except for per share data)
Three Months Ended Twelve Months Ended
December 31, December 31,
2003 2002 2003 2002
------------------------ ---------------------------
Revenues $ 65,445 $ 47,694 $ 214,741 $ 139,229
Costs and expenses:
Cost of product sales and services 48,259 31,724 148,673 89,297
Selling, general & administrative 10,277 7,782 37,792 26,401
Total charges incurred (see reconciliation
table following) 1,420 - 6,752 -
------ ------ ------- -------
Total costs and expenses 59,956 39,506 193,217 115,698
------ ------ ------- -------
Income from operations 5,489 8,188 21,524 23,531
Interest income 13 13 20 70
Interest expense 626 506 2,300 1,181
Other income (see reconciliation table following) 2,327 1,907 2,327 1,907
------ ------ ------- -------
Income before income taxes 7,203 9,602 21,571 24,327
Income taxes 2,821 3,772 8,496 9,682
------ ------ ------- -------
Net income $ 4,382 $ 5,830 $ 13,075 $ 14,645
====== ====== ======= =======
Net income per common share, basic $ 0.34 $ 0.48 $ 1.04 $ 1.30
====== ====== ======= =======
Net income per common share, diluted $ 0.32 (1) $ 0.45 $ 0.96 (1) $ 1.20
====== ====== ======= =======
Denominator for basic earnings per share,
weighted average common shares 12,845 12,088 12,546 11,280
====== ====== ======= =======
Denominator for diluted earnings per share,
weighted average common shares assuming
conversions 13,749 12,897 13,826 12,207
====== ====== ======= =======
(1) Calculated under the "as if converted" method, which
requires adding shares related to convertible notes that
have no contingencies to the denominator for diluted
earnings per share and adding to net income, the numerator,
tax effected interest expense relating to those convertible
notes.
CURATIVE HEALTH SERVICES, INC. AND SUBSIDIARIES
Selected Financial Information
Reconciliation of GAAP Net income to
Adjusted net income
----------------------------------------
(In thousands, except for per share data)
Three Months Twelve Months
Ended Ended
December 31, 2003 December 31, 2003
----------------- -----------------
GAAP Net income $ 4,382 $ 13,075
Adjustments:
Costs of credit facility termination and corporate structure
reorganization - 1,100
Costs of pharmacy consolidation and executive terminations (51) 3,170
Costs of convertible note offering not completed due to market
conditions - 682
Costs of acquisitions not completed 1,154 1,483
Costs of writing off obsolete equipment 317 317
Income from sale of equity interest (Accordant) (2,327) (2,327)
------ ------
Subtotal of adjustments (907) 4,425
Tax benefit 358 (1,748)
------ ------
Adjusted net income $ 3,833 $ 15,752
====== ======
Reconciliation of GAAP Net income per common share,
diluted to Adjusted net income per common share, diluted
--------------------------------------------------------
GAAP net income per common share, diluted $ 0.32(1) $ 0.96(1)
Adjustments:
Costs of credit facility termination and corporate structure
reorganization - 0.08
Costs of pharmacy consolidation and executive terminations - 0.23
Costs of convertible note offering not completed due to market
conditions - 0.05
Costs of acquisitions not completed 0.08 0.11
Costs of writing off obsolete equipment 0.02 0.02
Income from sale of equity interest (Accordant) (0.17) (0.17)
------ ------
Subtotal of adjustments (0.07) 0.32
Tax benefit 0.03 (0.13)
------ ------
Adjusted net income per common share, diluted $ 0.28(1) $ 1.15(1)
====== ======
Denominator for diluted earnings per share,
weighted average common shares assuming conversions 13,749 13,826
====== ======
(1) Calculated under the "as if converted" method, which
requires adding shares related to convertible notes that
have no contingencies to the denominator for diluted
earnings per share and adding to net income, the numerator,
tax effected interest expense relating to those convertible
notes.
CURATIVE HEALTH SERVICES, INC. AND SUBSIDIARIES
Selected Financial Information
Condensed Consolidated Balance Sheets
-------------------------------------
(Dollars in thousands)
December 31, December 31,
2003 2002
----------- ------------
Assets
Current assets:
Cash and cash equivalents $ 1,072 $ 2,643
Accounts receivable, net 55,217 36,438
Deferred tax assets 1,977 2,957
Inventories 11,237 12,766
Prepaids and other current assets 4,270 2,212
------- -------
Total current assets 73,773 57,016
Property and equipment, net 7,890 3,284
Goodwill and intangibles 150,040 125,165
Other long-term assets 1,118 979
------- -------
Total assets $ 232,821 $ 186,444
======= =======
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 28,892 $ 21,786
Accrued expenses 11,502 11,579
Current portion long term liabilities 7,911 6,102
------- -------
Total current liabilities 48,305 39,467
Long-term liabilities 39,599 26,076
Deferred tax liability 1,197 -
------- -------
Total long-term liabilities 40,796 26,076
Stockholders' equity 143,720 120,901
------- -------
Total liabilities and stockholders' equity $ 232,821 $ 186,444
======= =======
Editors Note: This release is also available on the Internet over the World
Wide Web at: http://www.curative.com
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