UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
QUARTERLY REPORT UNDER SECTION 13 OR
15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934.
For the
quarterly period ended September 30, 2009
OR
o
TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934.
Commission
File Number 1-33094
AMERICAN
CARESOURCE HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
|
20-0428568
|
(State
or other jurisdiction of
|
(I.R.S.
employer
|
incorporation
or organization)
|
identification
no.)
|
5429
LYNDON B. JOHNSON FREEWAY
|
SUITE
850
|
DALLAS,
TEXAS
|
75240
|
(Address
of principal executive offices)
|
(Zip
code)
|
(972)
308-6830
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes
x
No
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes
o
No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “accelerated filer”,” large
accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer
o
|
Non-accelerated
filer
o
|
Accelerated
filer
o
(do not check if a smaller reporting company)
|
Smaller
Reporting Company
x
|
Indicated
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act.) Yes
o
No
x
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: The number of shares of
common stock of registrant outstanding on November 6, 2009 was
15,432,338.
TABLE OF
CONTENTS
AMERICAN
CARESOURCE HOLDINGS, INC.
FORM
10-Q
FOR THE
QUARTER ENDED SEPTEMBER 30, 2009
Part
I
|
|
Financial
Information
|
1
|
|
Item
1.
|
|
1
|
|
|
|
1
|
|
|
|
2
|
|
|
|
3
|
|
|
|
4
|
|
|
|
5
|
|
Item
2.
|
|
10
|
|
Item
3.
|
|
20
|
Part
II
|
|
Other
Information
|
20
|
|
Item
1.
|
|
20
|
|
Item
2.
|
|
21
|
|
Item
6.
|
|
21
|
|
|
Signatures
|
22
|
ITEM
1.
|
Financial
Statements
|
AMERICAN
CARESOURCE HOLDINGS, INC.
CONSOLIDATED
STATEMENTS OF INCOME
(Unaudited)
|
|
Three
months ended
|
|
|
Nine
months ended
|
|
|
|
September
30,
|
|
|
September
30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Net
revenues
|
|
$
|
18,234,674
|
|
|
$
|
16,110,795
|
|
|
$
|
51,424,977
|
|
|
$
|
40,628,998
|
|
Cost
of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provider payments
|
|
|
13,799,863
|
|
|
|
11,744,523
|
|
|
|
38,670,094
|
|
|
|
29,690,099
|
|
Administrative fees
|
|
|
900,573
|
|
|
|
927,932
|
|
|
|
2,494,245
|
|
|
|
2,380,627
|
|
Claims administration and provider development
|
|
|
1,177,813
|
|
|
|
881,897
|
|
|
|
3,258,654
|
|
|
|
2,395,341
|
|
Total
cost of revenues
|
|
|
15,878,249
|
|
|
|
13,554,352
|
|
|
|
44,422,993
|
|
|
|
34,466,067
|
|
Contribution margin
|
|
|
2,356,425
|
|
|
|
2,556,443
|
|
|
|
7,001,984
|
|
|
|
6,162,931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling,
general and administrative expenses
|
|
|
2,041,884
|
|
|
|
1,488,455
|
|
|
|
5,923,449
|
|
|
|
3,795,813
|
|
Depreciation
and amortization
|
|
|
155,448
|
|
|
|
105,887
|
|
|
|
400,560
|
|
|
|
294,559
|
|
Total operating expenses
|
|
|
2,197,332
|
|
|
|
1,594,342
|
|
|
|
6,324,009
|
|
|
|
4,090,372
|
|
Operating income
|
|
|
159,093
|
|
|
|
962,101
|
|
|
|
677,975
|
|
|
|
2,072,559
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
30,729
|
|
|
|
65,531
|
|
|
|
107,397
|
|
|
|
137,439
|
|
Interest
expense
|
|
|
(128
|
)
|
|
|
(1,067
|
)
|
|
|
(440
|
)
|
|
|
(4,511
|
)
|
Unrealized gain (loss) on warrant derivative
|
|
|
(21,923
|
)
|
|
|
-
|
|
|
|
232,186
|
|
|
|
-
|
|
Total other income, net
|
|
|
8,678
|
|
|
|
64,464
|
|
|
|
339,143
|
|
|
|
132,928
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
|
167,771
|
|
|
|
1,026,565
|
|
|
|
1,017,118
|
|
|
|
2,205,487
|
|
Income
tax provision
|
|
|
20,555
|
|
|
|
25,559
|
|
|
|
57,067
|
|
|
|
61,623
|
|
Net
income
|
|
$
|
147,216
|
|
|
$
|
1,001,006
|
|
|
$
|
960,051
|
|
|
$
|
2,143,864
|
|
Earnings
per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.01
|
|
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
$
|
0.14
|
|
Diluted
|
|
$
|
0.01
|
|
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
$
|
0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
weighted average common shares outstanding
|
|
|
15,432,338
|
|
|
|
15,139,839
|
|
|
|
15,425,567
|
|
|
|
15,029,161
|
|
Diluted
weighted average common shares outstanding
|
|
|
17,572,875
|
|
|
|
18,044,602
|
|
|
|
17,971,805
|
|
|
|
17,577,846
|
|
|
|
CONSOLIDATED
BALANCE SHEETS
|
|
|
|
|
|
September
30,
|
|
|
|
|
|
|
2009
|
|
|
December
31,
|
|
|
|
(Unaudited)
|
|
|
2008
|
|
ASSETS
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
10,341,501
|
|
|
$
|
10,577,829
|
|
Accounts
receivable, net
|
|
|
7,208,922
|
|
|
|
5,788,457
|
|
Prepaid
expenses and other current assets
|
|
|
716,621
|
|
|
|
489,928
|
|
Deferred
income taxes
|
|
|
5,886
|
|
|
|
5,886
|
|
Total
current assets
|
|
|
18,272,930
|
|
|
|
16,862,100
|
|
|
|
|
|
|
|
|
|
|
Property
and equipment, net
|
|
|
1,691,376
|
|
|
|
915,224
|
|
|
|
|
|
|
|
|
|
|
Other
assets:
|
|
|
|
|
|
|
|
|
Deferred
income taxes
|
|
|
243,959
|
|
|
|
243,959
|
|
Other
non-current assets
|
|
|
775,160
|
|
|
|
883,155
|
|
Intangible
assets, net
|
|
|
1,184,607
|
|
|
|
1,280,656
|
|
Goodwill
|
|
|
4,361,299
|
|
|
|
4,361,299
|
|
|
|
$
|
26,529,331
|
|
|
$
|
24,546,393
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
Due
to service providers
|
|
$
|
6,866,804
|
|
|
$
|
5,964,392
|
|
Accounts
payable and accrued liabilities
|
|
|
2,081,439
|
|
|
|
3,111,862
|
|
Total
current liabilities
|
|
|
8,948,243
|
|
|
|
9,076,254
|
|
|
|
|
|
|
|
|
|
|
Warrant
derivative liability
|
|
|
109,616
|
|
|
|
-
|
|
Long-term
debt
|
|
|
-
|
|
|
|
3,053
|
|
|
|
|
|
|
|
|
|
|
Commitments
and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders'
equity:
|
|
|
|
|
|
|
|
|
Preferred
stock, $0.01 par value; 10,000,000 shares authorized,
none
issued
|
|
|
-
|
|
|
|
-
|
|
Common
stock, $0.01 par value; 40,000,000 shares authorized;
15,432,338
and 15,406,972 shares issued and outstanding in 2009 and 2008,
respectively
|
|
|
154,323
|
|
|
|
154,069
|
|
Additional
paid-in capital
|
|
|
20,148,268
|
|
|
|
19,046,367
|
|
Accumulated
deficit
|
|
|
(2,831,119
|
)
|
|
|
(3,733,350
|
)
|
Total shareholders'
equity
|
|
|
17,471,472
|
|
|
|
15,467,086
|
|
|
|
$
|
26,529,331
|
|
|
$
|
24,546,393
|
|
|
|
CONSOLIDATED
STATEMENT OF STOCKHOLDERS' EQUITY
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|
|
Common
Stock
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Stockholders'
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
Balance
at December 31, 2008
|
|
|
15,406,972
|
|
|
$
|
154,069
|
|
|
$
|
19,046,367
|
|
|
$
|
(3,733,350
|
)
|
|
$
|
15,467,086
|
|
Cumulative
effect of change in accounting principle-
January 1, 2009
reclassification of embedded feature of equity-linked financial instrument
to derivative warrant liability
|
|
|
-
|
|
|
|
-
|
|
|
|
(316,376
|
)
|
|
|
(57,820
|
)
|
|
|
(374,196
|
)
|
Net
income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
960,051
|
|
|
|
960,051
|
|
Stock-based
compensation expense
|
|
|
-
|
|
|
|
-
|
|
|
|
1,026,388
|
|
|
|
-
|
|
|
|
1,026,388
|
|
Issuance
of common stock upon
exercise of stock options
|
|
|
11,922
|
|
|
|
119
|
|
|
|
(3,742
|
)
|
|
|
-
|
|
|
|
(3,623
|
)
|
Issuance
of common stock warrants
for payment of client management
fees
|
|
|
-
|
|
|
|
-
|
|
|
|
311,259
|
|
|
|
-
|
|
|
|
311,259
|
|
Issuance
of common stock upon
exercise of stock warrants
|
|
|
13,444
|
|
|
|
135
|
|
|
|
84,030
|
|
|
|
-
|
|
|
|
84,165
|
|
Balance
at September 30, 2009
|
|
|
15,432,338
|
|
|
$
|
154,323
|
|
|
$
|
20,148,268
|
|
|
$
|
(2,831,119
|
)
|
|
$
|
17,471,472
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
Nine
months ended September 30,
|
|
|
|
2009
|
|
|
2008
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
Net income
|
|
$
|
960,051
|
|
|
$
|
2,143,864
|
|
Adjustments to reconcile net income to net cash
|
|
|
|
|
|
|
|
|
provided by operations:
|
|
|
|
|
|
|
|
|
Stock-based compensation
expense
|
|
|
1,026,338
|
|
|
|
485,568
|
|
Depreciation and amortization
|
|
|
400,560
|
|
|
|
294,559
|
|
Unrealized gain on warrant
derivative
|
|
|
(232,186
|
)
|
|
|
-
|
|
Amortization of long-term client
agreement
|
|
|
187,500
|
|
|
|
-
|
|
Client administration fee expense related to
warrants
|
|
|
106,105
|
|
|
|
54,467
|
|
Changes in operating assets and
liabilities:
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(1,420,465
|
)
|
|
|
(1,309,032
|
)
|
Prepaid expenses and
other assets
|
|
|
(124,655
|
)
|
|
|
205,510
|
|
Accounts payable and
accrued liabilities
|
|
|
(993,256
|
)
|
|
|
599,448
|
|
Due to service
providers
|
|
|
902,413
|
|
|
|
1,733,044
|
|
Net cash provided by
operating activities
|
|
|
812,405
|
|
|
|
4,207,428
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
Redemption of certificate of deposit
|
|
|
-
|
|
|
|
145,000
|
|
Investment in software development costs
|
|
|
(464,194
|
)
|
|
|
(351,605
|
)
|
Additions to property and equipment
|
|
|
(592,544
|
)
|
|
|
(258,065
|
)
|
Net cash used in
investing activities
|
|
|
(1,056,738
|
)
|
|
|
(464,670
|
)
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
Payments on long-term debt
|
|
|
(7,355
|
)
|
|
|
(89,369
|
)
|
Proceeds from exercise of stock warrants
|
|
|
12,650
|
|
|
|
127,428
|
|
Proceeds from exercise of stock options
|
|
|
2,710
|
|
|
|
168,033
|
|
Net cash provided by
financing activities
|
|
|
8,005
|
|
|
|
206,092
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
(236,328
|
)
|
|
|
3,948,850
|
|
Cash
and cash equivalents at beginning of period
|
|
|
10,577,829
|
|
|
|
4,272,498
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of period
|
|
$
|
10,341,501
|
|
|
$
|
8,221,348
|
|
|
|
|
|
|
|
|
|
|
Supplemental
non-cash activity:
|
|
|
|
|
|
|
|
|
Warrants
issued as payment of client administrative fees
|
|
$
|
311,259
|
|
|
$
|
161,311
|
|
NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(tables
in thousands, except per share data)
(1)
|
Description of Business and Basis of
Presentation
|
American
CareSource Holdings, Inc. (“ACS,” “Company,” the “Registrant,” “we,” “us,” or
“our,”) is an ancillary benefits management company that offers cost effective
access to a comprehensive national network of ancillary healthcare service
providers. The Company’s healthcare payor customers, which include
preferred provider organizations (“PPOs”), third party administrators (“TPAs”),
insurance companies, large self-funded organizations and Taft-Hartley union
plans (i.e., employee benefit plans that are self-administered under collective
bargaining agreements), engage the Company to provide them with a complete
outsourced solution designed to manage each customer’s obligations to its
covered persons. The Company offers its customers this solution
by:
|
|
providing payor customers with a comprehensive network of
ancillary healthcare services providers that is tailored to each payor
customer’s specific needs and is available to each payor customer’s
covered persons for covered
services;
|
|
|
providing
payor customers with claims management, reporting, and processing and
payment services;
|
|
|
performing
network/needs analysis to assess the benefits to payor customers of adding
additional/different service providers to the payor customer-specific
provider networks; and
|
|
|
credentialing
network service providers for inclusion in the payor customer-specific
provider networks.
|
ACS was
incorporated in Delaware in 2003 as a wholly-owned subsidiary of Patient
Infosystems, Inc. (“Patient Infosystems”) in order to facilitate Patient
Infosystems’ acquisition of substantially all of the assets of American
CareSource Corporation. American CareSource Corporation had been in
operation since 1997, and its predecessor company, Physician’s Referral Network,
had been in operation since 1995. In December 2005, Patient
Infosystems distributed substantially all of its shares of the Company to its
then-current stockholders through a dividend, and since that time ACS has been
an independent, publicly-traded company.
The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States (“GAAP”) interim reporting requirements of Form 10-Q and Rule 8-03
of Regulation S-X of the rules and regulations of the Securities and Exchange
Commission (“SEC”). Consequently, financial information and
disclosures normally included in financial statements prepared annually in
accordance with GAAP have been condensed or omitted. Balance sheet
amounts are as of September 30, 2009 and December 31, 2008 and operating result
amounts are for the three and nine months ended September 30, 2009 and 2008, and
include all normal and recurring adjustments that we consider necessary for the
fair, summarized presentation of our financial position and operating
results. As these are condensed financial statements, readers of this
report should, therefore, refer to the consolidated financial statements and the
notes included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, filed with the SEC on March 31, 2009.
The
Company uses the “management approach” for reporting information about segments
in annual and interim financial statements. The management approach
is based on the way the chief operating decision-maker organizes segments within
a company for making operating decisions and assessing
performance. Reportable segments are based on products and services,
geography, legal structure, management structure and any other manner in which
management disaggregates a company. Based on the “management
approach” model, the Company has determined that its business is comprised of a
single operating segment.
Our
interim results of operations are not necessarily indicative of results of
operations that will be realized for the full fiscal year.
The
Company recognizes revenue on the services that it provides, which includes (i)
providing payor clients with a comprehensive network of ancillary healthcare
providers, (ii) providing claims management, reporting, processing and payment
services, (iii) providing network/need analysis to assess the benefits to payor
clients of adding what additional/different service providers to the
client-specific provider networks and (iv) providing credentialing of network
services providers for inclusion in the client payor-specific provider
networks. Revenue is recognized when services are delivered, which
occurs after processed claims are billed to the client payors and collections
are reasonably assured. The Company estimates revenues and costs of
revenues using average historical collection rates and average historical
margins earned on claims. Periodically, revenues are adjusted to
reflect actual cash collections so that revenues recognized accurately reflect
cash collected.
The
Company determines whether it is acting as a principal or agent in the
fulfillment of the services rendered. After careful evaluation of the
key gross and net revenue recognition indicators, the Company acknowledges that
while the determination of gross versus net reporting is highly judgmental in
nature, the Company has concluded that its circumstances are most consistent
with those key indicators that support gross revenue reporting.
Following
are the key indicators that support the Company’s conclusion that it acts as a
principal when settling claims for service providers through its contracted
service provider network:
|
|
The Company is the primary
obligor in the arrangement
. The Company has assessed
its role as primary obligor as a strong indicator of gross
reporting. The Company believes that it is the primary obligor
in its transactions because it is responsible for providing the services
desired by its client payors. The Company has distinct,
separately negotiated contractual relationships with its client payors and
with the ancillary health care providers in its networks. The
Company does not negotiate “on behalf of” its client payors and does not
hold itself out as the agent of the client payors when negotiating the
terms of the Company’s ancillary healthcare service provider
agreements. The Company’s agreements contractually prohibit
client payors and service providers to enter into direct contractual
relationships with one another. The client payors have no
control over the terms of the Company’s agreements with the service
providers. In executing transactions, the Company assumes key
performance-related risks. The client payors hold the Company
responsible for fulfillment, as the provider, of all of the services the
client payors are entitled to under their contracts; client payors do not
look to the service providers for fulfillment. In addition, the
Company bears the pricing/margin risk as the principal in the
transactions. Because the contracts with the client payors and
service providers are separately negotiated, the Company has complete
discretion in negotiating both the prices it charges its client payors and
the financial terms of its agreements with the service
providers. Since the Company’s profit is the spread between the
amounts received from the client payors and the amount paid to the service
providers, it bears significant pricing/margin risk. There is
no guaranteed mark-up payable to the Company on the amount the Company has
contracted. Thus, the Company bears the risk that amounts paid
to the service provider will be greater than the amounts received from the
client payors, resulting in a loss or negative
claim.
|
|
|
The Company has latitude in
establishing pricing
. As stated above, the Company has
complete latitude in negotiating the price to be paid to the Company by
each client payor and the price to be paid to each contracted service
provider. This type of pricing latitude indicates that the
Company has the risks and rewards normally attributed to a principal in
the transactions.
|
|
|
The Company changes the
product or performs part of the services
. The Company
provides the benefits associated with the relationships it builds with the
client payors and the services providers. While the parties
could deal with each other directly, the client payors would not have the
benefit of the Company’s experience and expertise in assembling a
comprehensive network of service providers, in claims management,
reporting and processing and payment services, in performing network/needs
analysis to assess the benefits to client payors of adding
additional/different service providers to the client payor-specific
provider networks, and in credentialing network service
providers.
|
|
|
The Company has discretion in
supplier selection
. The Company has complete discretion
in supplier selection. One of the key factors considered by
client payors who engage the Company is to have the Company undertake the
responsibility for identifying, qualifying, contracting with and managing
the relationships with the ancillary healthcare service
providers. As part of the contractual arrangement between the
Company and its client payors, the payors identify their obligations to
their respective covered persons and then work with the Company to
determine the types of ancillary healthcare services required in order for
the payors to meet their obligations. The Company may select
the providers and contract with them to provide services at its
discretion.
|
|
|
The Company is involved in the
determination of product or service specifications
. The
Company works with its client payors to determine the types of ancillary
healthcare services required in order for the payors to meet their
obligations to their respective covered persons. In some
respects, the Company is customizing the product through its efforts and
ability to assemble a comprehensive network of providers for its customers
that is tailored to each client payor’s specific needs. In
addition, as part of its claims processing and payment services, the
Company works with the client payors, on the one hand, and the providers,
on the other, to set claims review, management and payment
specifications.
|
|
|
The supplier (and not the
Company) has credit risk
. The Company believes it has
some level of credit risk, but that risk is mitigated because the Company
does not remit payment to providers unless and until it has received
payment from the relevant client payors following the Company’s processing
of a claim.
|
|
|
The amount that the Company
earns is not fixed
. The Company does not earn a fixed
amount per transaction nor does it realize a per person per month charge
for its services.
|
The
Company has evaluated the other indicators of gross and net revenue recognition,
including whether or not the Company has general inventory risk. The
Company does not have any general inventory risk, as its business is not related
to the manufacture, purchase or delivery of goods and it does not purchase in
advance any of the services to be provided by the ancillary healthcare service
providers. While the absence of this risk would be one indicator in
support of net revenue reporting, as described in detail above, the Company has
carefully evaluated all of the key gross and net revenue recognition indicators
and has concluded that its circumstances are most consistent with those key
indicators that support gross revenue
reporting.
If the
Company were to report its revenues net of provider payments rather than on a
gross reporting basis, for the three and nine months ended September 30, 2009,
its net revenues would have been approximately $4.5 million and $12.9 million,
respectively. For the three and nine months ended September 30, 2008,
its net revenues would have been approximately $4.4 million and $10.9 million,
respectively.
|
|
|
|
|
Periods
ended September 30, 2009
|
|
|
|
|
|
Periods
ended September 30, 2008
|
|
|
|
As
of September
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of September
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,
2009
|
|
|
Three
months
|
|
|
Nine
months
|
|
|
30,
2008
|
|
|
Three
months
|
|
|
Nine
months
|
|
|
|
Accounts
|
|
|
|
|
|
% of
Total
|
|
|
|
|
|
% of
Total
|
|
|
Accounts
|
|
|
|
|
|
% of
Total
|
|
|
|
|
|
% of
Total
|
|
|
|
receivable
|
|
|
Revenue
|
|
|
Revenues
|
|
|
Revenue
|
|
|
Revenues
|
|
|
receivable
|
|
|
Revenue
|
|
|
Revenues
|
|
|
Revenue
|
|
|
Revenues
|
|
Customer
A
|
|
$
|
3,257
|
|
|
$
|
8,910
|
|
|
|
49
|
%
|
|
$
|
25,827
|
|
|
|
50
|
%
|
|
$
|
2,803
|
|
|
$
|
9,419
|
|
|
|
58
|
%
|
|
$
|
24,366
|
|
|
|
60
|
%
|
Customer
B
|
|
|
2,870
|
|
|
|
6,417
|
|
|
|
35
|
%
|
|
|
19,714
|
|
|
|
38
|
%
|
|
|
1,998
|
|
|
|
6,265
|
|
|
|
39
|
%
|
|
|
15,305
|
|
|
|
38
|
%
|
Others
|
|
|
1,145
|
|
|
|
2,908
|
|
|
|
16
|
%
|
|
|
5,884
|
|
|
|
12
|
%
|
|
|
159
|
|
|
|
427
|
|
|
|
3
|
%
|
|
|
958
|
|
|
|
2
|
%
|
|
|
$
|
7,272
|
|
|
$
|
18,235
|
|
|
|
100
|
%
|
|
$
|
51,425
|
|
|
|
100
|
%
|
|
$
|
4,960
|
|
|
$
|
16,111
|
|
|
|
100
|
%
|
|
$
|
40,629
|
|
|
|
100
|
%
|
The
following table details the reconciliation of basic earnings per share to
diluted earnings per share (amounts in thousands except per share
amounts):
|
|
Three
months ended
|
|
|
Nine
months ended
|
|
|
|
September
30,
|
|
|
September
30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Numerator
for basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
147
|
|
|
$
|
1,001
|
|
|
$
|
960
|
|
|
$
|
2,144
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
basic common shares outstanding
|
|
|
15,432
|
|
|
|
15,140
|
|
|
|
15,425
|
|
|
|
15,029
|
|
Assumed conversion of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
545
|
|
|
|
1,158
|
|
|
|
829
|
|
|
|
941
|
|
Warrants
|
|
|
1,595
|
|
|
|
1,747
|
|
|
|
1,716
|
|
|
|
1,608
|
|
Restricted Stock Units
|
|
|
-
|
|
|
|
-
|
|
|
|
2
|
|
|
|
-
|
|
Potentially
dilutive common shares
|
|
|
2,140
|
|
|
|
2,905
|
|
|
|
2,547
|
|
|
|
2,549
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator
for diluted earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per share - Adjusted weighted - average shares
|
|
|
17,572
|
|
|
|
18,045
|
|
|
|
17,972
|
|
|
|
17,578
|
|
Earnings
per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.01
|
|
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
$
|
0.14
|
|
Diluted
|
|
$
|
0.01
|
|
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
$
|
0.12
|
|
(4)
|
Significant
Client Agreements
|
On
December 31, 2008, we entered into an amendment (the “Amendment”) to our
Provider Service Agreement with one of our significant clients. The
purpose of the Amendment is, among other things, to facilitate and accelerate
the integration into the Company’s business model of one of the client’s
affiliates, adjust the administrative fees outlined in the previous amendment,
define and clarify the exclusivity and levels of cooperation contemplated by the
previous amendments, and extend the partnership between the Company and the
client and the duration of their Provider Service Agreement to December 31,
2012. Under a strategic contracting plan that the Amendment requires
the parties to develop, the Company will be the exclusive outsourced ancillary
contracting and network management provider for the client’s group health
clients and any third party administrators (TPAs).
As part
of the Amendment, the Company agreed to pay to the client $1,000,000 for costs
incurred in connection with the integration of and access to the Company’s
network by members of the affiliate’s network, including, but not limited to,
costs associated with salaries, benefits, and third party
contracts. The payment was made in April 2009. The Company
will continue to pay an administrative fee to the client designed to reimburse
and compensate for the work that it is required to perform to support the
Company’s program. The Company recognized the $1,000,000 fee as a
prepaid expense which is being amortized over the term of the
agreement. During the three and nine months ended September 30, 2009,
we recorded amortization related to the agreement of $62,500 and $187,500,
respectively. At September 30, 2009, $250,000 was classified as a
current asset on the consolidated balance sheet representing the amount to be
amortized during the subsequent twelve-month period. The remaining
$562,500 balance was classified as a long-term other asset at September 30,
2009.
In
September 2008, additional accounting guidance was issued relating to
determining whether an instrument (or embedded feature) is indexed to entity’s
own stock. The guidance mandates a two-step process for evaluating
whether an equity-linked financial instrument or embedded feature is indexed to
the entity’s own stock. Warrants to purchase 109,095 shares of common
stock issued by the Company contain a strike price adjustment feature, which
upon adoption, resulted in the instruments no longer being considered indexed to
the Company’s own stock. Accordingly, adoption changed the current
classification (from equity to liability) and the related accounting for these
warrants outstanding as of January 1, 2009. As of that date, we
reclassified the warrants, based on a fair value of $3.43 per warrant, as
calculated using the Black–Scholes–Merton valuation model. During the
nine months ended September 30, 2009, the liability was adjusted for warrants
exercised and the change in fair value of the warrants. A liability
of $109,616 related to the stock warrants is included as a warrant derivative
liability in our consolidated balance sheet as of September 30,
2009. During the three and nine months ended September 30, 2009, we
recorded an unrealized loss on warrant derivative of $21,923 and an unrealized
gain on warrant derivative of $232,186, respectively, related to the change in
fair value of the warrants.
Effective
May 21, 2007, the Company signed an Ancillary Care Services Network Access
Agreement (“the agreement”) with Texas True Choice, Inc. (“TTC”). As
partial compensation under the agreement, the Company issued to an affiliate of
TTC, warrants to purchase a total of 225,000 shares of the Company’s common
stock at an exercise price of $1.84, the closing price of our stock on May 21,
2007. As of September 30, 2009, 75%, or warrant to purchase 168,750
shares had vested with the remaining 25% vesting in May
2010. According to the agreement, TTC must provide two years notice
in the event of termination. Since the measurement date for the
fourth and final tranche of warrants had been reached as of June 30, 2009, we
recorded the fair value of 25% of the warrants, or warrant to acquire 56,250
shares, which were recorded as other non-current assets and will be amortized
over the related contract period. The total fair value of the fourth
tranche of warrants was $311,259, which was recorded based on the
Black-Scholes-Merton method.
The
Company is required to disclose the fair value measurements The warrant
derivative liability recorded at fair value in the balance sheet as of September
30, 2009 is categorized based upon the level of judgment associated with the
inputs used to measure their fair value. Hierarchical levels, are
directly related to the amount of subjectivity associated with the inputs to
fair valuation of these liabilities is as follows:
Level 1 —
Inputs are unadjusted, quoted prices in active markets for identical assets or
liabilities at the measurement date;
Level 2 —
Inputs other than Level 1 inputs that are either directly or indirectly
observable; and
Level 3 —
Unobservable inputs, for which little or no market data exist, therefore
requiring an entity to develop its own assumptions.
The
following table summarizes the financial liabilities measured at fair value on a
recurring basis as of September 30, 2009, segregated by the level of the
valuation inputs within the fair value hierarchy utilized to measure fair value
(amounts in thousands):
|
|
Total
|
|
|
Quoted
prices in active markets for identical assets (Level 1)
|
|
|
Significant
other observable inputs (Level 2)
|
|
|
Significant
unobservable inputs
(Level
3)
|
|
Warrant
derivative liability
|
|
$
|
110
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
110
|
|
Equity-linked
financial instruments consist of stock warrants issued by the Company that
contain a strike price adjustment feature, as described in Note 5 in the Notes
to the Consolidated Financial Statements. We calculated the fair
value of the warrants using the Black–Scholes–Merton valuation
model. During the three and nine months ended September 30, 2009, we
recognized an unrealized loss of $21,923 and an unrealized gain of $232,186,
respectively, related to the change in the fair value of the warrant derivative
liability.
The
assumptions used in the Black-Scholes-Merton valuation model were as
follows:
|
|
January
1,
|
|
|
September
30,
|
|
|
|
2009
|
|
|
2009
|
|
Fair
value
|
|
$
|
3.43
|
|
|
$
|
1.10
|
|
Expected
volatility
|
|
|
73.4
|
%
|
|
|
70.1
|
%
|
Expected
life (years)
|
|
|
2.13
|
|
|
|
1.41
|
|
Risk
free interest rate
|
|
|
0.8
|
%
|
|
|
0.7
|
%
|
Forfeiture
rate
|
|
|
—
|
|
|
|
—
|
|
Dividend
rate
|
|
|
—
|
|
|
|
—
|
|
The
following table reflects the activity for liabilities measured at fair value
using Level 3 inputs for the nine months ended September 30, 2009 (amounts in
thousands):
Initial
recognition of warrant derivative as of January 1, 2009
|
|
$
|
374
|
|
Sales
of warrant derivative
|
|
|
(32
|
)
|
Unrealized
gains related to the change in fair value
|
|
|
(232
|
)
|
Balance
as of September 30, 2009
|
|
$
|
110
|
|
In
addition, the Company’s financial instruments consist primarily of cash and cash
equivalents, accounts receivable, accounts payable and accrued
expenses. The fair value of instruments is determined by reference to
various market data and other valuation techniques, as
appropriate. Unless otherwise disclosed, the fair value of short-term
financial instruments approximates their recorded values due to the short-term
nature of the instruments.
(7)
|
Recent
Accounting
Pronouncements
|
Effective
July 2009, the FASB Accounting Standards Codification (“ASC”), also known
collectively as the “Codification,” is considered the single source of
authoritative U.S. accounting and reporting standards, except for additional
authoritative rules and interpretive releases issued by the SEC.
Non-authoritative guidance and literature would include, among other things,
FASB Concepts Statements, American Institute of Certified Public Accountants
Issue Papers and Technical Practice Aids and accounting
textbooks. The Codification was developed to organize GAAP
pronouncements by topic so that users can more easily access authoritative
accounting guidance. It is organized by topic, subtopic, section, and
paragraph, each of which is identified by a numerical
designation. This statement applies beginning in third quarter
2009. All accounting references have been updated, and therefore SFAS
references have been removed.
We
evaluate events and transactions that occur after the balance sheet date as
potential subsequent events. We performed this evaluation through
November 9, 2009, the date on which we issued our financial
statements. No events occurred as of that date that required
disclosure.
FORWARD-LOOKING
STATEMENTS
This
document contains forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These statements can be identified
by forward-looking words such as “may,” “will,” “expect,” “intend”,
“anticipate,” “believe,” “estimate” and “continue” or similar words and discuss
the Company’s plans and objectives for future operations, including its
services, contain projections of the Company’s future operating results or
financial condition, and discuss its expectations with respect to the growth in
health care costs in the United States, the demand for ancillary benefits
management services, and the Company’s competitive advantages, or contain other
“forward-looking” information.
Such
forward-looking statements are based on current information, assumptions and
belief of management, and are not guarantees of future
performance. Substantial risks and uncertainties could cause actual
results to differ materially from those indicated by such forward-looking
statements, including, but not limited to, changes in national health care
policy, regulation, and/or reimbursement, general economic conditions (including
the recent economic downturns and increases in unemployment), lower than
anticipated demand for ancillary services, pricing, market
acceptance/preference, the Company’s ability to integrate with its clients,
consolidation in the industry that may affect the Company’s key clients, changes
in the business decisions by significant clients, increased competition, the
Company’s inability to attract or maintain providers or clients or achieve its
financial results, the Company’s inability to manage growth, implementation and
performance difficulties, and other risk factors detailed from time to time in
the Company’s periodic filings with the Securities and Exchange Commission,
including its Annual Report on Form 10-K for the year ended December 31, 2008
and the quarterly reports on Form 10-Q filed for each of the subsequent
quarters.
Do not
place undue reliance on these forward-looking statements, which speak only as of
the date this document was prepared. All forward-looking statements
included herein are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Except to the
extent required by applicable securities laws and regulations, the Company
undertakes no obligation to update or revise these forward-looking statements to
reflect events or circumstances after the date of this document or to reflect
the occurrence of unanticipated events.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
GENERAL
Management’s
discussion and analysis provides a review of the Company’s operating results for
the three and nine months ended September 30, 2009 and its financial condition
at September 30, 2009. The focus of this review is on the underlying
business reasons for significant changes and trends affecting the revenues, net
income and financial condition of the Company. This review should be
read in conjunction with the accompanying unaudited consolidated financial
statements and the audited consolidated financial statements and the notes
thereto included in our Annual Report on Form 10-K for the year ended December
31, 2008.
OVERVIEW
American
CareSource Holdings, Inc. (the “Company”, “ACS”, “we”, “us”, or “our”) is an
ancillary benefits management company that offers cost effective access to a
comprehensive national network of ancillary healthcare service
providers. The Company’s healthcare payor customers, which include
preferred provider organizations (“PPOs”), third party administrators (“TPAs”),
insurance companies, large self-funded organizations and Taft-Hartley union
plans (i.e., employee benefit plans that are self-administered under collective
bargaining agreements), engage the Company to provide them with a complete
outsourced solution designed to manage each customer’s obligations to its
covered persons. The Company offers its customers this solution
by:
|
·
|
providing
payor customers with a comprehensive network of ancillary healthcare
services providers that is tailored to each payor customer’s specific
needs and is available to each payor customer’s covered persons for
covered services;
|
|
·
|
providing
payor customers with claims management, reporting, and processing and
payment services;
|
|
·
|
performing
network/needs analysis to assess the benefits to payor customers of adding
additional/different service providers to the payor customer-specific
provider networks; and
|
|
·
|
credentialing
network service providers for inclusion in the payor customer-specific
provider networks.
|
The
Company’s business model, illustrating the relationships among the persons
involved, directly or indirectly, in the Company’s business and its generation
of revenue and expenses is depicted below:
Our
clients route healthcare claims to us after service has been performed by
participant providers in our network. We process those claims and
charge the client/payor according to its contractual rate for the services
according to our contract with the client/payor. In processing the
claim, we are paid directly by the client or the insurer for the
service. We then pay the provider of service according to its
independently-negotiated contractual rate. We assume the risk of
generating positive margin, the difference between the payment we receive for
the service and the amount we are obligated to pay the provider of
service.
The
Company recognizes revenues for ancillary healthcare services when services by
providers have been authorized and performed, the claim has been billed to the
payor and collections from payors are reasonably assured. Cost of
revenues for ancillary healthcare services consist of amounts due to providers
for providing ancillary health care services, client administration fees paid to
our client payors to reimburse them for routing the claims to us for processing,
and the Company’s related direct labor and overhead of processing invoices,
collections and payments. The Company is not liable for costs
incurred by independent contract service providers until payment is received by
us from the payors. The Company recognizes actual or estimated
liabilities to independent contract service providers as the related revenues
are recognized.
The
Company markets its products to preferred provider organizations (“PPOs”), third
party administrators (“TPAs”), insurance companies, large self-funded
organizations and Taft-Hartley union plans, such as employee benefit plans that
are self-administered under collective bargaining agreements.
The
Company is seeking continuing growth in the number of client payor and service
provider relationships by focusing on providing in-network services for its
payors and aggressively pursuing additional PPOs, TPAs and other direct payors
as its primary sales target. The Company believes that this strategy
should increase the volume of claims the Company can process in addition to the
expansion in the number of lives that are eligible to receive ancillary health
care benefits. No assurances can be given that the Company can expand
its service provider or payor relationships, nor that any such expansion will
result in an improvement in the results of operations of the
Company.
Although
the Company has continued to experience revenue growth from 2008 to
2009, its financial condition has been impacted by the current
economic crisis. First, the unemployment rate has caused fewer people
to participate in insurance programs with our customers. Second, plan
participants, seeking to spend less money, appear to be making less frequent use
of some ancillary services. Third, the possibility exists that client
and, or provider consolidation within our industry could adversely affect our
business. To the extent that these trends continue, or become worse,
we may receive less revenue and our profitability and growth could be adversely
affected, depending on the extent of the declines. Finally, as with
any business, the deterioration of the financial condition or sale or change of
control of our significant customers (with two customers accounting for in
excess of 84% and 88% of our revenue during the three and nine months ended
September 30, 2009, respectively) could have a corresponding adverse effect on
us. Additional risks that we do not consider material, or of which we
are not currently aware, may also have an adverse impact on
us.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
Management’s
discussion and analysis of our financial condition and results of operations is
based upon our condensed consolidated financial statements. These
condensed consolidated financial statements have been prepared following the
requirements of accounting principles generally accepted in the United States
(“GAAP”) for interim periods and require us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an
ongoing basis, we evaluate our estimates, including those related to revenue
recognition, provider cost recognition, the resulting contribution margins,
amortization and potential impairment of intangible assets and goodwill and
stock-based compensation expense. As these are condensed consolidated
financial statements, you should also read expanded information about our
critical accounting policies and estimates provided in Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” under
the heading “Critical Accounting Policies,” included in our Annual Report on
Form 10-K for the year ended December 31, 2008. There have been no
material changes to our critical accounting policies and estimates from the
information provided in our Form 10-K for the year ended December 31,
2008.
ANALYSIS
OF RESULTS OF OPERATIONS
Revenues
The
following table sets forth a comparison of our revenues for the periods
presented ended September 30:
|
|
Third
Quarter
|
|
|
Nine
Months
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
|
|
|
|
|
Change
|
|
($
in thousands)
|
|
2009
|
|
|
2008
|
|
|
$
|
|
|
%
|
|
|
2009
|
|
|
2008
|
|
|
$
|
|
|
%
|
|
Net
revenues
|
|
$
|
18,235
|
|
|
$
|
16,111
|
|
|
$
|
2,124
|
|
|
|
13
|
%
|
|
$
|
51,425
|
|
|
$
|
40,629
|
|
|
$
|
10,796
|
|
|
|
27
|
%
|
The
Company’s net revenues are generated from ancillary healthcare service
claims. Revenue is recognized when we bill our client payors for
services performed. The increase in revenue for the three and nine
months ended September 30, 2009 as compared to the same periods in 2008 was due
primarily to the progression of our client relationships, which allowed the
Company access to a greater number of payors and allowed us to benefit from the
external growth and expansion of our clients. In addition, revenues
were positively impacted by growth in our ancillary service provider
network.
During
the three months and nine months ended September 30, 2009, revenues from seven
clients (one of which is an affiliate of one of our two existing significant
customers), all added in 2008 increased over the same prior year periods by $1.5
million and $3.2 million, respectively, which was due to the progression and
development of our client relationships, resulting in an increased number of
payors and increased claims volume. Clients added during 2009
contributed an incremental $2.1 million and $3.2 million for the three and nine
months ended September 30, 2009. The increases are a direct result of
a concentrated effort to diversify our revenue base. For the three
and nine months ended September 30, 2009, our two significant customers
accounted for 84% and 88%, respectively, as compared to 97% and 98% for the same
periods in 2008, respectively.
The
increase in revenues in the third quarter of 2009 from clients added in 2008 and
2009, was offset by a decline in revenues from our legacy clients (those added
in 2007 or earlier) of $1.5 million, or 10%. The decrease was
attributable primarily to reductions in revenue from our two largest customers,
which were impacted by macro-economic factors, as previously
discussed. Revenues from those same clients added in 2007 and prior
increased $4.4 million, or 11%, for the nine months ended September 30, 2009
compared to the prior year period.
The
following table details revenues generated by clients and the periods in which
those clients were added for the periods presented ended September 30 (amounts
in thousands):
Year
of implementation
|
|
2007
and prior
|
|
|
2008
|
|
|
2009
|
|
|
Total
|
|
Third
quarter 2009
|
|
$
|
14,355
|
|
|
$
|
1,754
|
|
|
$
|
2,126
|
|
|
$
|
18,235
|
|
Third
quarter 2008
|
|
|
15,886
|
|
|
|
225
|
|
|
|
-
|
|
|
|
16,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine
months 2009
|
|
$
|
44,747
|
|
|
$
|
3,478
|
|
|
$
|
3,200
|
|
|
$
|
51,425
|
|
Nine
months 2008
|
|
|
40,395
|
|
|
|
234
|
|
|
|
-
|
|
|
|
40,629
|
|
In
addition, during the three and nine months ended September 30, 2009,
the number of billed claims increased by 29% and 42%, respectively, compared to
the same prior year periods. The increase in claim volume was driven
by the expansion of existing client relationships, new clients implemented
during the first nine months of 2009 as well as through expansion of our network
of service providers.
Revenue
per claim declined for the periods presented due to lower than estimated
collection rates related to our new client relationships, limited benefits
offered by certain recently implemented clients and the change in mix of
provider specialties driving our claim volume during the first nine months of
2009. In particular, we have experienced accelerated growth in
categories such as laboratory services with lower average revenue per claim
while other higher average revenue per claim categories such as dialysis
services have not grown as rapidly. The decline was offset somewhat
by an increase in claims from the diagnostic imaging services
category. Revenues from the diagnostic imaging services increased as
a percent of total revenue for the third quarter 2009 as compared to the same
prior year period as a result of our expanding relationship with
a third-party which
manages and maintains a national imaging network. Revenue per claim
can vary significantly depending upon factors including the types of services
consumed by clients members, the quantity of services delivered, client
negotiated pricing, provider negotiated service rates, the rate of collections
based upon the client and members financial responsibility and other
factors. The following table provides information with respect to
claims processed, claims billed and the associated revenue per claim metrics for
the periods ended September 30:
|
|
Three
months ended
|
|
|
Nine
months ended
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Claims
processed (in thousands)
|
|
|
117
|
|
|
|
87
|
|
|
|
329
|
|
|
|
220
|
|
Claims
billed (in thousands)
|
|
|
101
|
|
|
|
78
|
|
|
|
282
|
|
|
|
198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
per processed claim
|
|
$
|
156
|
|
|
$
|
185
|
|
|
$
|
156
|
|
|
$
|
185
|
|
Revenue
per billed claim
|
|
|
181
|
|
|
|
207
|
|
|
|
182
|
|
|
|
205
|
|
Cost of Revenues and
Contribution Margin
The
following table sets forth a comparison of the components of our cost of
revenues, for the three months ended September 30:
|
|
Third
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
|
|
|
%
of
|
|
|
|
|
|
%
of
|
|
|
|
|
|
|
|
($
in thousands)
|
|
2009
|
|
|
revenues
|
|
|
2008
|
|
|
revenues
|
|
|
$
|
|
|
%
|
|
Provider
payments
|
|
$
|
13,800
|
|
|
|
75.7
|
%
|
|
$
|
11,744
|
|
|
|
72.9
|
%
|
|
$
|
2,056
|
|
|
|
17.5
|
%
|
Administrative
fees
|
|
|
900
|
|
|
|
4.9
|
|
|
|
928
|
|
|
|
5.8
|
|
|
|
(28
|
)
|
|
|
(3.0
|
)
|
Claims
administration and
provider development
|
|
|
1,178
|
|
|
|
6.5
|
|
|
|
882
|
|
|
|
5.5
|
|
|
|
296
|
|
|
|
33.6
|
|
Total
cost of revenues
|
|
$
|
15,878
|
|
|
|
87.1
|
%
|
|
$
|
13,554
|
|
|
|
84.2
|
%
|
|
$
|
2,324
|
|
|
|
17.1
|
%
|
The
following table sets forth a comparison of the components of our cost of
revenues, for the nine months ended September 30:
|
|
Nine
Months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
|
|
|
%
of
|
|
|
|
|
|
%
of
|
|
|
|
|
|
|
|
($
in thousands)
|
|
2009
|
|
|
revenues
|
|
|
2008
|
|
|
revenues
|
|
|
$
|
|
|
%
|
|
Provider
payments
|
|
$
|
38,670
|
|
|
|
75.2
|
%
|
|
$
|
26,690
|
|
|
|
73.1
|
%
|
|
$
|
11,980
|
|
|
|
44.9
|
%
|
Administrative
fees
|
|
|
2,495
|
|
|
|
4.9
|
|
|
|
2,381
|
|
|
|
5.9
|
|
|
|
114
|
|
|
|
4.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Claims
administration and
provider development
|
|
|
3,258
|
|
|
|
6.3
|
|
|
|
2,395
|
|
|
|
5.9
|
|
|
|
863
|
|
|
|
36.0
|
|
Total
cost of revenues
|
|
$
|
44,423
|
|
|
|
86.4
|
%
|
|
$
|
31,466
|
|
|
|
77.4
|
%
|
|
$
|
12,957
|
|
|
|
41.1
|
%
|
Cost of
revenues is comprised of payments to our providers, administrative fees paid to
our client payors for converting claims to electronic data interchange and
routing them to both the Company for processing and to their payors for payment,
and the costs of our claims administration and provider development
organizations. Payments to providers is the largest component of our
cost of revenues and it consists of our payments for ancillary care services in
accordance with contracts negotiated separately with providers for specific
ancillary services.
In the
third quarter of 2009, cost of revenues related to payments to providers
increased as compared to the third quarter of 2008 as a result of increased
claims volume and increased revenues, and the fluctuation in the mix of types of
services provided by the Company. Payments made to providers as a
percent of net revenues were 75.7% during the third quarter of 2009 and 72.9%
during the same period in 2008. Provider payments as a percent of
revenues increased due primarily to lower margins in our laboratory services,
dialysis services and infusion services specialties. These category
margins were impacted by the execution of new provider agreements, pricing for
associated services on recently implemented and existing client contracts, the
mix of services delivered in each category, the mix of providers delivering the
services and overall pricing pressures which have resulted in lower client
rates.
Further,
in the third quarter of 2009, administrative fees increased due to increased
claim volume as a result of expanded relationships with existing clients as well
as increased services provided to recently implemented
clients. Administrative fees paid to clients as a percent of net
revenues were 4.9% during the third quarter of 2009 and 5.8% during the same
period in 2008. The decrease in administrative fees as a percent of
net revenues was due to a shift in revenues to clients that carry lower
contracted administrative fee rates.
During
the nine months ended September 30, 2009, provider payments were 75.2% of
revenues, compared to 73.1% for the same prior year period. Provider
payments as a percent of revenues increased due primarily to lower margins in
our dialysis and infusion services specialties, offset by improvements in
margins in our laboratory and diagnostic imaging specialties. These
category margins were impacted by the execution of new provider agreements,
pricing for associated services on recently implemented and existing client
contracts, the mix of services delivered in each category, the mix of providers
delivering the services and overall pricing pressures which have resulted in
lower client rates.
Further,
during the first nine months of 2009, administrative fees increased due to
increased claim volume as a result of expanded relationships with existing
clients as well as recently implemented clients. Administrative fees
paid to clients as a percent of net revenues were 4.9% during the first nine
months of 2009 and 5.9% during the same period in 2008. The decrease
in administrative fees as a percent of net revenues was due to a shift in
revenues to clients that carry lower contracted administrative fee
rates.
The
detail of the costs of our claims administration and provider development
organizations are as follows for the periods presented ending September 30
(amounts in thousands):
|
|
Third
Quarter
|
|
|
|
Claims
Administration
|
|
|
Provider
Development
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
2009
|
|
|
2008
|
|
|
(Decrease)
|
|
|
2009
|
|
|
2008
|
|
|
(Decrease)
|
|
|
2009
|
|
|
2008
|
|
|
(Decrease)
|
|
Total
wages, incentives and benefits
|
|
$
|
602
|
|
|
$
|
471
|
|
|
$
|
131
|
|
|
|
28
|
%
|
|
$
|
409
|
|
|
$
|
222
|
|
|
$
|
187
|
|
|
|
84
|
%
|
|
$
|
1,011
|
|
|
$
|
693
|
|
|
$
|
318
|
|
|
|
46
|
%
|
Contract
labor and consulting fees
|
|
|
142
|
|
|
|
194
|
|
|
|
(52
|
)
|
|
|
-27
|
%
|
|
|
24
|
|
|
|
3
|
|
|
|
21
|
|
|
|
nm
|
%
|
|
|
166
|
|
|
|
197
|
|
|
|
(31
|
)
|
|
|
(16)
|
%
|
Capitalized
development costs
|
|
|
(135
|
)
|
|
|
(68
|
)
|
|
|
(67
|
)
|
|
|
99
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0
|
%
|
|
|
(135
|
)
|
|
|
(68
|
)
|
|
|
(67
|
)
|
|
|
98
|
%
|
Other
|
|
|
37
|
|
|
|
2
|
|
|
|
35
|
|
|
|
nm
|
%
|
|
|
22
|
|
|
|
9
|
|
|
|
13
|
|
|
|
144
|
%
|
|
|
59
|
|
|
|
11
|
|
|
|
48
|
|
|
|
436
|
%
|
Allocation
of shared overheads
|
|
|
(35
|
)
|
|
|
(19
|
)
|
|
|
(16
|
)
|
|
|
84
|
%
|
|
|
112
|
|
|
|
68
|
|
|
|
44
|
|
|
|
65
|
%
|
|
|
77
|
|
|
|
49
|
|
|
|
28
|
|
|
|
57
|
%
|
|
|
$
|
611
|
|
|
$
|
580
|
|
|
$
|
31
|
|
|
|
5
|
%
|
|
$
|
567
|
|
|
$
|
302
|
|
|
$
|
265
|
|
|
|
88
|
%
|
|
$
|
1,178
|
|
|
$
|
882
|
|
|
$
|
296
|
|
|
|
34
|
%
|
The
increase in costs during the second quarter of 2009 as compared to the same
prior year period is due primarily to the following:
|
·
|
Investments
in our claims administration and provider development
organizations. Wages, incentives and benefits increased due to
resource additions. Headcount as of September 30, 2009 and 2008
were as follows: Operations -- 20 and 15, respectively;
Information Technology -- 10 and 8, respectively; and Provider Development
-- 13 and 11, respectively. The increases in headcount were
made to facilitate growth through the enhancement of our network of
ancillary care providers, and to grow our claims processing and management
capabilities consistent with growth in claims
volume;
|
|
·
|
We
incurred incremental costs in our provider development organization;
consultants were hired which assisted us in improving the integrity of our
provider data, creating mechanisms to manage provider credentialing to
facilitate greater quality in our network and supplementing our provider
data; and
|
|
·
|
The
aforementioned cost increases were offset by a decrease in consulting fees
related to an information technology initiative in which a platform was
developed to create data analysis efficiencies. The fees were
primarily incurred during the second and third quarters of
2008.
|
The
detail of the costs of our claims administration and provider development
organizations are as follows for the periods presented ending September 30
(amounts in thousands):
|
|
Nine
Months
|
|
|
|
Claims
Administration
|
|
|
Provider
Development
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
2009
|
|
|
2008
|
|
|
(Decrease)
|
|
|
2009
|
|
|
2008
|
|
|
(Decrease)
|
|
|
2009
|
|
|
2008
|
|
|
(Decrease)
|
|
Total
wages, incentives and benefits
|
|
$
|
1,744
|
|
|
$
|
1,298
|
|
|
$
|
446
|
|
|
|
34
|
%
|
|
$
|
1,089
|
|
|
$
|
596
|
|
|
$
|
493
|
|
|
|
83
|
%
|
|
$
|
2,834
|
|
|
$
|
1,894
|
|
|
$
|
940
|
|
|
|
50
|
%
|
Contract
labor and consulting fees
|
|
|
431
|
|
|
|
540
|
|
|
|
(109
|
)
|
|
|
-20
|
%
|
|
|
27
|
|
|
|
13
|
|
|
|
14
|
|
|
|
107
|
%
|
|
|
458
|
|
|
|
553
|
|
|
|
(95
|
)
|
|
|
(17)
|
%
|
Capitalized
development costs
|
|
|
(464
|
)
|
|
|
(352
|
)
|
|
|
(112
|
)
|
|
|
32
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0
|
%
|
|
|
(464
|
)
|
|
|
(352
|
)
|
|
|
(112
|
)
|
|
|
32
|
%
|
Other
|
|
|
100
|
|
|
|
60
|
|
|
|
40
|
|
|
|
66
|
%
|
|
|
116
|
|
|
|
15
|
|
|
|
101
|
|
|
|
673
|
%
|
|
|
216
|
|
|
|
75
|
|
|
|
141
|
|
|
|
188
|
%
|
Allocation
of shared overheads
|
|
|
(84
|
)
|
|
|
46
|
|
|
|
(130
|
)
|
|
|
283
|
%
|
|
|
299
|
|
|
|
179
|
|
|
|
120
|
|
|
|
67
|
%
|
|
|
215
|
|
|
|
225
|
|
|
|
(10
|
)
|
|
|
4
|
%
|
|
|
$
|
1,727
|
|
|
$
|
1,592
|
|
|
$
|
135
|
|
|
|
8
|
%
|
|
$
|
1,531
|
|
|
$
|
803
|
|
|
$
|
728
|
|
|
|
91
|
%
|
|
$
|
3,258
|
|
|
$
|
2,395
|
|
|
$
|
863
|
|
|
|
36
|
%
|
The
increase in costs during the nine months ended September 30, 2009 as compared to
the same prior year period is due primarily to the following:
|
·
|
Investments
in our claims administration and provider development
organizations. Wages, incentives and benefits increased due to
resource additions as described
above;
|
|
·
|
The
utilization of consultants by our provider development organization which
assisted us in improving the integrity of our provider data, creating
mechanisms to manage provider credentialing to facilitate greater quality
in our network and supplementing our provider data;
and
|
|
·
|
The
aforementioned cost increases were offset by a decrease in consulting fees
related to an information technology initiative in which a platform was
developed to create data analysis efficiencies. The fees were
primarily incurred during the second and third quarters of
2008.
|
The
following table sets forth a comparison of contribution margin percentage for
the periods presented ending September 30:
|
|
Second
Quarter
|
|
|
Nine
months
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
2009
|
|
|
2008
|
|
|
%
pts
|
|
|
2009
|
|
|
2008
|
|
|
%
pts
|
|
Contribution
margin percentage
|
|
|
12.9
|
%
|
|
|
15.9
|
%
|
|
|
(3.0)
|
%
|
|
|
13.6
|
%
|
|
|
15.2
|
%
|
|
|
(1.6)
|
%
|
Contribution
margin percentage is calculated by dividing the difference between net revenues
and total cost of revenues by net revenues. The contribution margin
was impacted by changes in its components for the three and nine month periods
as follows: Provider payments – declines of 2.2% and 1.8%,
respectively; administrative fees – increases of 0.9% and 1.0%, respectively;
and cost of claims administration and provider development – declines of 1.5%
and 0.7%, respectively. The overall decline in contribution margin
percentage was discussed in detail in the preceding comments. Our
contribution margin percentage fluctuates from quarter to quarter due to changes
in the prices we charge our client payors as compared to the financial terms of
our provider agreements, changes in costs of our claims administration and
provider development organizations and changes in the mix of services we
provide. There can be no assurances that we will be able to maintain
contribution margin at current levels, either in absolute or in percentage
terms.
Selling, General and
Administrative Expenses
The
following table sets forth a comparison of our selling, general and
administrative (“SG&A”) expenses for the three months
ended September 30:
|
|
Third
Quarter
|
|
|
Nine
Months
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
|
|
|
|
|
Change
|
|
($
in thousands)
|
|
2009
|
|
|
2008
|
|
|
$
|
|
|
%
|
|
|
2009
|
|
|
2008
|
|
|
$
|
|
|
%
|
|
Selling,
general and
administrative
expenses
|
|
$
|
2,042
|
|
|
$
|
1,488
|
|
|
$
|
554
|
|
|
|
37
|
%
|
|
$
|
5,923
|
|
|
$
|
3,796
|
|
|
$
|
2,127
|
|
|
|
56
|
%
|
Percentage of total net
revenues
|
|
|
11.2
|
%
|
|
|
9.2
|
%
|
|
|
|
|
|
|
|
|
|
|
11.5
|
%
|
|
|
9.3
|
%
|
|
|
|
|
|
|
|
|
Selling,
general and administrative (“SG&A”) expenses consist primarily of salaries
and related benefits, travel costs, sales commissions, sales materials, other
marketing related expenses, costs of corporate operations, finance and
accounting, human resources and other general operating expenses of the
Company.
Selling,
general and administrative expenses represent the following costs for the
periods presented ending September 30 (amounts in thousands):
|
|
Third
Quarter
|
|
|
|
Finance
& Administration
|
|
|
Sales
& Marketing
|
|
|
Total
|
|
Selling,
general and
administrative
expenses
|
|
2009
|
|
|
2008
|
|
|
Increase
(Decrease)
|
|
|
2009
|
|
|
2008
|
|
|
Increase
(Decrease)
|
|
|
2009
|
|
|
2008
|
|
|
Increase
(Decrease)
|
|
Total
wages, commissions,
incentives and
benefits
|
|
$
|
441
|
|
|
$
|
464
|
|
|
$
|
(23
|
)
|
|
|
(5)
|
%
|
|
$
|
362
|
|
|
$
|
182
|
|
|
$
|
180
|
|
|
|
99
|
%
|
|
$
|
803
|
|
|
$
|
646
|
|
|
$
|
157
|
|
|
|
24
|
%
|
Professional
fees (legal,
accounting and
consulting)
|
|
|
201
|
|
|
|
125
|
|
|
|
76
|
|
|
|
61
|
%
|
|
|
5
|
|
|
|
19
|
|
|
|
(14
|
)
|
|
|
(74)
|
%
|
|
|
206
|
|
|
|
144
|
|
|
|
62
|
|
|
|
43
|
%
|
Stock-based
compensation expense
|
|
|
283
|
|
|
|
169
|
|
|
|
114
|
|
|
|
67
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0
|
%
|
|
|
283
|
|
|
|
169
|
|
|
|
114
|
|
|
|
67
|
%
|
Investor
relations costs
|
|
|
73
|
|
|
|
24
|
|
|
|
49
|
|
|
|
204
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0
|
%
|
|
|
73
|
|
|
|
24
|
|
|
|
49
|
|
|
|
204
|
%
|
Recruiting
costs
|
|
|
11
|
|
|
|
169
|
|
|
|
(158
|
)
|
|
|
(93)
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0
|
%
|
|
|
11
|
|
|
|
169
|
|
|
|
(158
|
)
|
|
|
-93
|
%
|
Marketing
costs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0
|
%
|
|
|
92
|
|
|
|
5
|
|
|
|
87
|
|
|
|
nm
|
%
|
|
|
92
|
|
|
|
5
|
|
|
|
87
|
|
|
|
nm
|
%
|
Banking
fees
|
|
|
46
|
|
|
|
28
|
|
|
|
18
|
|
|
|
64
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0
|
%
|
|
|
46
|
|
|
|
28
|
|
|
|
18
|
|
|
|
64
|
%
|
Other
|
|
|
78
|
|
|
|
100
|
|
|
|
(22
|
)
|
|
|
(22)
|
%
|
|
|
21
|
|
|
|
11
|
|
|
|
10
|
|
|
|
91
|
%
|
|
|
99
|
|
|
|
111
|
|
|
|
(12
|
)
|
|
|
(11)
|
%
|
Allocation
of shared overheads
|
|
|
145
|
|
|
|
159
|
|
|
|
(14
|
)
|
|
|
-9
|
%
|
|
|
61
|
|
|
|
33
|
|
|
|
28
|
|
|
|
85
|
%
|
|
|
206
|
|
|
|
192
|
|
|
|
14
|
|
|
|
7
|
%
|
Restructuring
charge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
223
|
|
|
|
—
|
|
|
|
223
|
|
|
|
100
|
%
|
Total selling,
general and
administrative
expenses
|
|
$
|
1,278
|
|
|
$
|
1,238
|
|
|
$
|
40
|
|
|
|
3
|
%
|
|
$
|
541
|
|
|
$
|
250
|
|
|
$
|
291
|
|
|
|
116
|
%
|
|
$
|
2,042
|
|
|
$
|
1,488
|
|
|
$
|
554
|
|
|
|
37
|
%
|
The
increase in SG&A, reflected in the above table is related to the
following:
|
·
|
Increased
headcount in our sales and marketing group. Wages, commissions,
incentives and benefits during the second quarter of 2009 reflect the
addition of five resources. These resources were added during
late-2008 and the first quarter of 2009. Headcount as of
September 30, 2009 and 2008 were as follows: Finance &
Administration – 10 and 8, respectively; and Sales & Marketing – 7 and
5, respectively.
|
|
·
|
Increased
compensation costs related to our stock-based incentive
plans. The increase in these costs are the direct result of the
increase in the fair value of our common stock (as calculated under the
Black-Scholes-Merton valuation model) which is directly related to the
increase in the value of our common stock. As a result,
stock-based awards made in late-2008 and early-2009 had higher associated
costs than those awarded during the same prior year
periods.
|
|
·
|
Increased
professional fees. During the three months ended September 30,
2009, fees for our audit-related activities increased over the same prior
year period and we implemented an enhanced compensation plan for our Board
of Directors.
|
|
·
|
Marketing
costs included $62,500 of amortization of the amendment of our client
agreement with one of our significant clients. The $1 million
payment is being amortized over a four-year period, which is the term of
the amended agreement.
|
|
·
|
The
increases were offset by a decline in recruiting costs of
$158,000. During the third quarter 2008, we incurred
significant costs associated with increasing our headcount to support
strategic initiatives.
|
In
addition, during the three months ended September 30, 2009 we made
organizational changes to bring our internal cost structure in line with
expected levels of revenue while reorganizing our functional groups to ensure
that we capitalize on certain market opportunities. We eliminated
approximately six positions, including our Vice President of Client Development
and other administrative personnel.
In
connection with the reorganization, we incurred certain charges in the third
quarter of 2009. Those charges, which are primarily comprised of
employee severance costs and related fringe benefits, totaled approximately
$223,357. The majority of the payments will be made by December 31,
2009. For the three months ended September 30, 2009, SG&A,
excluding the restructuring charge, as a percent of revenues was
9.9%.
Selling,
general and administrative expenses represent the following costs for the nine
months ended September 30 (amounts in thousands):
|
|
Nine
Months
|
|
|
|
Finance
& Administration
|
|
|
Sales
& Marketing
|
|
|
Total
|
|
Selling,
general and
administrative
expenses
|
|
2009
|
|
|
2008
|
|
|
Increase
(Decrease)
|
|
|
2009
|
|
|
2008
|
|
|
Increase
(Decrease)
|
|
|
2009
|
|
|
2008
|
|
|
Increase
(Decrease)
|
|
Total
wages, commissions,
incentives and
benefits
|
|
$
|
1,253
|
|
|
$
|
1,192
|
|
|
$
|
61
|
|
|
|
5
|
%
|
|
$
|
1,300
|
|
|
$
|
418
|
|
|
$
|
882
|
|
|
|
211
|
%
|
|
$
|
2,553
|
|
|
$
|
1,610
|
|
|
$
|
943
|
|
|
|
59
|
%
|
Professional
fees (legal,
accounting and
consulting)
|
|
|
643
|
|
|
|
438
|
|
|
|
205
|
|
|
|
47
|
%
|
|
|
105
|
|
|
|
37
|
|
|
|
68
|
|
|
|
184
|
%
|
|
|
748
|
|
|
|
475
|
|
|
|
273
|
|
|
|
57
|
%
|
Stock-based
compensation expense
|
|
|
812
|
|
|
|
485
|
|
|
|
327
|
|
|
|
67
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0
|
%
|
|
|
812
|
|
|
|
485
|
|
|
|
327
|
|
|
|
67
|
%
|
Investor
relations costs
|
|
|
209
|
|
|
|
86
|
|
|
|
123
|
|
|
|
143
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0
|
%
|
|
|
209
|
|
|
|
86
|
|
|
|
123
|
|
|
|
143
|
%
|
Recruiting
costs
|
|
|
76
|
|
|
|
251
|
|
|
|
(175
|
)
|
|
|
-70
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0
|
%
|
|
|
76
|
|
|
|
251
|
|
|
|
(175
|
)
|
|
|
-70
|
%
|
Marketing
costs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0
|
%
|
|
|
247
|
|
|
|
18
|
|
|
|
229
|
|
|
|
nm
|
%
|
|
|
247
|
|
|
|
18
|
|
|
|
229
|
|
|
|
nm
|
%
|
Banking
fees
|
|
|
120
|
|
|
|
86
|
|
|
|
34
|
|
|
|
40
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0
|
%
|
|
|
120
|
|
|
|
86
|
|
|
|
34
|
|
|
|
40
|
%
|
Other
|
|
|
246
|
|
|
|
242
|
|
|
|
4
|
|
|
|
2
|
%
|
|
|
103
|
|
|
|
32
|
|
|
|
71
|
|
|
|
222
|
%
|
|
|
349
|
|
|
|
274
|
|
|
|
75
|
|
|
|
27
|
%
|
Allocation
of shared overheads
|
|
|
385
|
|
|
|
432
|
|
|
|
(47
|
)
|
|
|
-11
|
%
|
|
|
201
|
|
|
|
79
|
|
|
|
122
|
|
|
|
154
|
%
|
|
|
586
|
|
|
|
511
|
|
|
|
75
|
|
|
|
15
|
%
|
Restructuring
charge
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
223
|
|
|
|
—
|
|
|
|
223
|
|
|
|
100
|
%
|
Total selling,
general and administrative expenses
|
|
$
|
3,744
|
|
|
$
|
3,212
|
|
|
$
|
532
|
|
|
|
17
|
%
|
|
$
|
1,956
|
|
|
$
|
584
|
|
|
$
|
1,372
|
|
|
|
235
|
%
|
|
$
|
5,923
|
|
|
$
|
3,796
|
|
|
$
|
2,127
|
|
|
|
56
|
%
|
The
increase in SG&A, reflected in the above table is related to the
following:
|
·
|
Increased
headcount in our sales and marketing group. Wages, commissions,
incentives and benefits during the nine months ended September 30, 2009
reflect the addition of resources as described
above;
|
|
·
|
Increased
compensation costs related to our stock-based incentive
plans. The increase in these costs are the direct result of the
increase in the fair value of our common stock (as calculated under the
Black-Scholes-Merton valuation model) which is directly related to the
increase in the value of our common stock. As a result,
stock-based awards made in late-2008 and early-2009 had higher associated
costs than those awarded during the same prior year
periods.
|
|
·
|
Increased
professional fees. During the nine months ended September 30,
2009, fees for our audit-related activities increased over the same prior
year period, we implemented an enhanced compensation plan for our Board of
Directors and we incurred costs related to strategic marketing initiatives
related to branding and product identification. We do not
anticipate our consulting costs to continue at these levels during the
remainder of 2009 as we incurred a disproportionate amount of costs during
the nine months ended September 30,
2009.
|
|
·
|
Marketing
costs included $187,500 of amortization of the amendment of our client
agreement with one of our significant clients. The $1 million
payment is being amortized over a four-year period, which is the term of
the amended agreement.
|
|
·
|
Other
costs increased primarily due to increased travel expenses related to
client and investor relations activities during the first nine months of
2009 compared to the same prior year period and a one-time payment of
$75,000 paid to one of our executive officers for relocation
costs.
|
In
addition, as described above, we incurred a restructuring charge of $223,357
during the three months ended September 30, 2009. For the nine months
ended September 30, 2009, SG&A, excluding the restructuring charge, as a
percent of revenues was 11.1%.
Unrealized Gain (Loss) on
Warrant Derivative
During
the three and nine months ended September, 30, 2009, we had unrealized losses of
$21,923 and unrealized gains of $232,186, respectively, related to warrants
accounted for under the liability method. In September 2008, the
Financial Accounting Standards Board (“FASB”) ratified EITF 07-5. The
Company uses a two-step process for evaluating whether an equity-linked
financial instrument or embedded feature is indexed to the entity’s own
stock. Warrants to purchase 109,095 shares of common stock issued by
the Company contain a strike price adjustment feature, which results in the
instruments no longer being considered indexed to the Company’s own stock and
required the Company to record these warrants under the liability accounting
method. Accordingly, on January 1, 2009, the Company adopted current
accounting guidance that changed the current classification (from equity to
liability) and the related accounting for these warrants. As of that
date, we reclassified the warrants, based on a fair value of $3.43 per warrant,
as calculated using the Black–Scholes–Merton valuation model. During
the first nine months of 2009, the liability was adjusted for warrants exercised
and the change in fair value of the warrants. A liability of $109,616
related to the stock warrants is included as a warrant derivative liability in
our consolidated balance sheet as of September 30, 2009. The
unrealized gain on the warrant derivative reflects the change in fair value of
the warrants.
Depreciation and
Amortization
The
following table sets forth a comparison of depreciation and amortization for the
periods presented ending September 30:
|
|
Third
Quarter
|
|
|
Change
|
|
|
Nine
Months
|
|
|
Change
|
|
($
in thousands)
|
|
2009
|
|
|
2008
|
|
|
$
|
|
|
%
|
|
|
2009
|
|
|
2008
|
|
|
$
|
|
|
%
|
|
Depreciation
|
|
$
|
123
|
|
|
$
|
53
|
|
|
$
|
70
|
|
|
|
132
%
|
|
|
$
|
305
|
|
|
$
|
135
|
|
|
$
|
170
|
|
|
|
126
|
%
|
Amortization
|
|
|
32
|
|
|
|
53
|
|
|
|
(21
|
)
|
|
|
(40
|
)%
|
|
|
96
|
|
|
|
160
|
|
|
|
(64
|
)
|
|
|
(40
|
)%
|
Total Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and amortization
|
|
$
|
155
|
|
|
$
|
106
|
|
|
$
|
49
|
|
|
|
46
|
%
|
|
$
|
401
|
|
|
$
|
295
|
|
|
$
|
106
|
|
|
|
36
|
%
|
Amortization
of intangibles consists of amortization of $32,000 of the capitalized value of
provider contracts that were acquired in the 2003 acquisition of the assets of
our predecessor, American CareSource Corporation by Patient Infosystems (now
CareGuide, Inc.), our former parent corporation. Amortization in the
third quarter and the nine months ended September 30, 2008 included amortization
of approximately $21,000 and $63,000, respectively, related to the value
assigned to software as part of the aforementioned transaction. The
balance became fully amortized as of December 31, 2008.
The
increase in depreciation expense is due to increased capital expenditures
(primarily internally developed software) during 2008 and the nine months ended
September 30, 2009 due to new capabilities and functionality within our internal
systems.
Income Tax
Provision
For the
three months ended September 30, 2009 and 2008, a provision for income taxes of
$20,555 and $25,559, respectively, was recorded. For the nine months
ended September 30, 2009 and 2008, a provision for income taxes of $57,067 and
$61,623, respectively, was recorded. The provision for the
aforementioned periods represents our estimated margin tax liability in the
State of Texas. Because we continue to believe that we should
maintain our valuation allowance on our net operating loss carryforward, which
was approximately $5.0 million at December 31, 2008, and any federal taxes
related to our current year income would be offset by the net operating loss
carryforward,. we have no federal income tax provision for the three
and nine months ended September 30, 2009.
FINANCIAL
CONDITION AND LIQUIDITY
As of
September 30, 2009, the Company had working capital of $9.3 million compared to
$7.8 million at December 31, 2008. Our cash and cash equivalents
balance decreased to $10.3 million as of September 30, 2009 compared to $10.6
million at December 31, 2008. The decrease in cash is primarily
related to the $1 million payment made to one of our significant customers as
required by the amendment of our agreement with that client. The
decrease was offset by cash generated from operations.
For the nine months ended September 30, 2009, operating
activities provided net cash of approximately $812,405, the primary components
of which were net income of approximately $960,000, adjusted for non-cash items
including: share-based compensation expense of approximately $1.0 million,
depreciation and amortization of approximately $401,000, an unrealized gain on
the warrant derivative of approximately $232,000, and amortization of the
warrant costs of approximately of $106,000 and amortization of the costs
associated with the amendment to the contract with one of our significant
clients of $187,500, as well as, a net cash outflow from net operating assets
and liabilities of approximately $1.6 million, compared to the corresponding
prior year quarter. The net cash outflow from net operating assets
and liabilities was due primarily to the previously mentioned $1 million payment
made to one of our significant clients and the timing of collection of claims
paid to us by our clients and payments made by us to the service providers in
our network.
Investing
activities during the nine months ended September 30, 2009 were comprised of
investments in software development costs of approximately $464,000 and in
property and equipment of approximately $593,000. The software
development costs relate primarily to enhancements to our internal billing
system, while the increase in property and equipment relates primarily to
investments in computer equipment and leasehold improvements made to our
expanded lease space to accommodate continued growth and increased
headcount.
Historically,
we have relied on external sources of capital, including indebtedness or
issuance of equity securities to fund our operations. We believe our
current cash balance of $10.3 million as of September 30, 2009 and expected
future cash flows from operations will be sufficient to meet our anticipated
cash needs for working capital, capital expenditures and other activities
through at least the next twelve months. If operating cash flows are
not sufficient to meet our needs, we believe that credit or access to capital
through issuance of equity would be available to us. However, as a
result of the tightening in the credit markets, low level of liquidity in many
financial markets and extreme volatility in fixed income, credit, currency and
equity markets, there can be assurances that, if necessary, we would be
successful in obtaining sufficient capital financing on commercially reasonable
terms or at all.
INFLATION
Inflation
did not have a significant impact on the Company’s costs during the quarters
ended September 30, 2009 and September 30, 2008, respectively. The
Company continues to monitor the impact of inflation in order to minimize its
effects through pricing strategies, productivity improvements and cost
reductions.
OFF-BALANCE
SHEET ARRANGEMENTS
The
Company does not have any off-balance sheet arrangements as of September 30,
2009 or 2008 or for the periods then ended.
|
Evaluation
of Disclosure Controls and
Procedures
|
Evaluation of Disclosure Controls
and Procedures
. Our management, with the participation of our
Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of our disclosure controls and procedures as of September 30,
2009. Based upon this evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)) are effective to ensure that
information required to the disclosed by us in reports we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms, and is
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosures.
Changes in Internal Controls Over
Financial Reporting
. Our management, with the participation
of our Chief Executive Officer and Chief Financial Officer, has concluded that
there were no changes in the Company’s internal controls over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
since the last fiscal quarter that have materially affected the Company’s
internal controls over financial reporting or are reasonably likely to
materially affect internal controls over financial reporting, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
In
addition to the other information set forth in this report, one should carefully
consider the discussion of various risks and uncertainties contained in Part I,
“Item 1A. Risk Factors” in our 2008 Annual Report on Form
10-K. We believe those risk factors are the most relevant to our
business and could cause our results to differ materially from the
forward-looking statements made by us. Please note, however, that
those are not the only risk factors facing us. During the nine months
ended September 30, 2009, one of our significant customers, accounting for 35%
of our revenues during the three months ended September 30, 2009, entered into a
merger agreement with a large supplier of independent, network-based cost
management solutions. We will seek to continue our existing
relationship with the resulting organization, but we cannot assume that our
position with our customer will not be affected. In addition, our
business is also subject to the effects of changes in our provider
base. Although we have very limited concentration of providers, Quest
Diagnostics, Inc., one of our laboratory specialty providers, accounting for
approximately 6% of our revenues during the nine months ended September 30,
2009, recently terminated its relationship with us.
Our
business, financial condition and results of operations could be seriously
harmed if any of these risks or uncertainties actually occur or
materialize. In that event, the market price for our common stock
could decline, and our shareholders may lose all or part of their
investment. During the three months ended September 30, 2009, there
were no material changes in the information regarding risk factors contained in
our Annual Report on Form 10-K for the year ended December 31,
2008.
|
Unregistered
Sales of Equity Securities and Use of
Proceeds
|
On
January 20, 2009, the Company issued an aggregate of 7,144 shares of its common
stock in connection with an exercise by an accredited investor of restricted
warrants to purchase an aggregate of 7,144 shares for an aggregate exercise
price of $39,292, which was received in December 2008.
On April
21, 2009, the Company issued 1,863 shares of its common stock in connection with
a cashless exercise by an accredited investor of restricted warrants to purchase
an aggregate of 2,000 shares. The Holder of the warrant forfeited the
right to acquire 137 shares of its common stock under the warrant as
consideration for this cashless exercise.
On May 7,
2009, the Company issued 1,864 shares of its common stock in connection with a
cashless exercise by an accredited investor of restricted warrants to purchase
an aggregate of 2,000 shares. The Holder of the warrant forfeited the
right to acquire 136 shares of its common stock under the warrant as
consideration for this cashless exercise.
On May
21, 2009, the Company issued an aggregate of 2,300 shares of its common stock in
connection with an exercise by an accredited investor of restricted warrants to
purchase an aggregate of 2,300 shares for an aggregate exercise price of
$12,650.
This
share issuances described above were each not registered under the Securities
Act of 1933, as amended (the “Securities Act”). The issuance were
each exempt from registration pursuant to Section 4(2) of the Securities Act and
Regulation D thereunder, as it was a transaction by the issuer that did not
involve public offerings of securities and involved a sale made to an accredited
investor.
Exhibit
31.1
|
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
Exhibit
31.2
|
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
Exhibit
32.1
|
Certifications
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
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 thereunto
duly authorized.
|
AMERICAN
CARESOURCE HOLDINGS, INC.
|
|
|
|
|
|
|
By:
|
/s/ David
S. Boone
|
|
|
|
David
S. Boone
|
|
|
|
President
and Chief Executive Officer (principal executive officer and an authorized
signatory)
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Steven
J. Armond
|
|
|
|
Steven
J. Armond
|
|
|
|
Chief
Financial Officer (principal financial officer and an authorized
signatory)
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Matthew
D. Thompson
|
|
|
|
Matthew
D. Thompson
|
|
|
|
Controller
(principal accounting officer and an authorized
signatory)
|
|
|
|
|
Date:
November 9, 2009
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