OptiCare Reports Fourth Quarter and Year End 2004 Financial Results
WATERBURY, Conn., March 31 /PRNewswire-FirstCall/ -- OptiCare
Health Systems, Inc. (AMEX:OPT) announced today for the fourth
quarter ended December 31, 2004, total net revenue on a continuing
operations basis increased approximately 3.9% to $14,378,000 from
$13,842,000 in the same period in 2003. For the full year, total
net revenue on a continuing operations basis decreased
approximately 3.6% to $58,903,000 from approximately $61,099,000 in
2003. Results from continuing operations exclude the Company's
Distribution Segment which was sold on January 12, 2005. OptiCare
also reported income from continuing operations for the fourth
quarter ended December 31, 2004 of $286,000 compared to a loss of
$640,000 for the fourth quarter 2003. For the year ended December
31, 2004, OptiCare reported income from continuing operations of
$38,000 compared to a loss from continuing operations of $7,053,000
for the year ended December 31, 2003. The loss in 2003 resulted
primarily from a one-time charge of $1,896,000 related to an early
extinguishment of debt and the write-off of $4,927,000 in deferred
tax assets. "Our 2004 operating results demonstrate that the
Company continues to focus on its core businesses of Consumer
Vision and Managed Vision and has established a solid foundation to
build upon," stated, Christopher J. Walls, OptiCare's President and
Chief Executive Officer. In addition, on January 12, 2005, OptiCare
closed a series of transactions which resulted in a significant
debt reduction while increasing its equity. Taken together, these
transactions lowered OptiCare's long-term debt and accounts payable
by approximately $6,145,000 and $1,530,000, respectively, and
increased its equity by approximately $4,445,000. The transactions
included, among other things, the following: * Palisade
Concentrated Equity Partnership, L.P., OptiCare's majority
stockholder, and Linda Yimoyines, the spouse of OptiCare's Chairman
and former Chief Executive Officer, purchased for approximately
$4,445,000 of OptiCare's Series D Preferred Stock; * OptiCare sold,
effective December 31, 2004, substantially all of the assets and
certain liabilities of its Distribution Division, which consisted
of Wise Optical and its Optical Buying Group, for an aggregate
purchase price of approximately $4,150,000, less a working capital
adjustment of approximately $575,000 and closing costs of
approximately $349,000, to Wise Optical, LLC and AECC/Pearlman
Buying Group, LLC, both entities formed by OptiCare's Chairman and
former Chief Executive Officer; and * OptiCare amended the terms of
its revolving credit, term loan and security agreement with
OptiCare's senior lender, to reduce the tangible net worth covenant
for December 2004 and January 2005 from ($3,000,000) to
($6,500,000). Without this amendment, OptiCare would have been in
violation of the tangible net worth covenant at December 31, 2004.
Under the revolving credit, term loan and security agreement, as
amended; OptiCare must maintain a tangible net worth of at least
($3,000,000) million after February 1, 2005. "The recent sale of
our Distribution Segment and the issuance of the Series D Preferred
Stock significantly lowered our debt, increased stockholders'
equity and will reduce our debt service on a prospective basis
which should improve the Company's financial performance in 2005,"
stated Mr. Walls. About OptiCare Health Systems, Inc. OptiCare
Health Systems, Inc. is an integrated eye care services company
focused on vision benefits management and consumer vision services,
including medical, surgical and optometric services and optical
retail. This press release contains forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, including statements regarding
OptiCare's 2005 operating or financial performance. OptiCare's
actual results could differ materially from those expressed or
indicated by any forward-looking statements. Factors that could
cause or contribute to such differences include, but are not
limited to, the risk that OptiCare may not retain and attract
qualified employees, OptiCare may not realize one or more of the
expected benefits and efficiencies of the transaction including its
debt reduction or equity investment, the impact of current and
future governmental regulations, OptiCare's ability to successfully
and profitably manage its operations, and growth of the operations,
if any, the risks related to managed care contracting, and the
ability of OptiCare to successfully raise capital on commercially
reasonable terms, if at all. Investors are cautioned that all
forward-looking statements involve risks and uncertainties,
including those risks and uncertainties detailed in OptiCare's
filings with the Securities and Exchange Commission, including its
Annual Report on Form 10-K for the fiscal year ending December 31,
2004. Forward-looking statements speak only as of the date they are
made, and OptiCare undertakes no duty or obligation to update any
forward-looking statements in light of new information or future
events. OptiCare Health Systems, Inc. And Subsidiaries Consolidated
Balance Sheets (Amounts In Thousands, Except Share And Per Share
Data) December 31, 2004 2003 ASSETS CURRENT ASSETS: Cash and cash
equivalents $2,228 $1,695 Accounts receivable, net 2,164 2,044
Inventories 1,851 1,773 Assets held for sale 7,894 11,578 Notes
receivable 82 105 Other current assets 599 354 Total Current Assets
14,818 17,549 Property and equipment, net 2,628 2,761 Goodwill
16,663 16,565 Intangible assets, net 1,068 1,179 Assets held for
sale, non-current 1,150 4,670 Deferred debt issuance costs, net 342
398 Notes receivable, less current portion 734 791 Restricted cash
1,413 1,158 Other assets 998 784 TOTAL ASSETS $ 39,814 $45,855
LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts
payable 2,727 734 Claims payable and claims incurred but not
reported 1,897 1,534 Accrued salaries and related expenses 2,743
2,186 Accrued expenses 1,874 1,184 Current portion of long-term
debt 332 10,818 Current portion of capital lease obligations 11 10
Liabilities of held for sale business 5,683 6,755 Other current
liabilities 1,119 407 Total Current Liabilities 16,386 23,628
NON-CURRENT LIABILITIES: Long-term debt, less current portion
10,024 1,775 Capital lease obligations, less current portion 19 --
Other liabilities 1,476 405 Total Non-Current Liabilities 11,519
2,180 COMMITMENTS AND CONTINGENCIES (Notes 10, 12, and 19) SERIES B
12.5% REDEEMABLE, CONVERTIBLE PREFERRED STOCK AT AGGREGATE
LIQUIDATION PREFERENCE-RELATED PARTY 6,344 5,635 STOCKHOLDERS'
EQUITY: Series C Preferred Stock, $.001 par value ($16,251
aggregate liquidation preference); 406,158 shares issued and
outstanding at December 31, 2004 and December 31, 2003,
respectively 1 1 Common Stock, $0.001 par value; 150,000,000 shares
authorized; 30,638,283 and 30,386,061 shares issued and outstanding
at December 31, 2004 and 2003, respectively 31 30 Additional
paid-in-capital 79,192 79,700 Accumulated deficit (73,659) (65,319)
TOTAL STOCKHOLDERS' EQUITY 5,565 14,412 TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $39,814 $45,855 OptiCare Health Systems, Inc.
And Subsidiaries Condensed Consolidated Statements Of Operations
(Amounts In Thousands, Except Share Data) Three Months Twelve
Months Ended December 31, Ended December 31, 2004 2003 2004 2003
(Unaudited) NET REVENUES: Managed vision $ 6,631 $ 6,104 $25,495 $
28,111 Product sales 2,649 2,745 11,580 11,295 Other services 4,635
4,989 19,907 18,971 Other income 463 4 1,921 2,722 Total net
revenues 14,378 13,842 58,903 61,099 OPERATING EXPENSES: Medical
claims expense 4,882 4,749 19,156 22,000 Cost of product sales 927
1,056 4,128 3,837 Cost of services 1,948 2,080 8,322 8,001 Selling,
general and administrative 5,777 5,842 25,053 24,165 Loss from
early extinguishment of debt -- 48 -- 1,896 Depreciation 203 335
848 1,168 Amortization 31 27 117 114 Interest 304 330 1,190 2,044
Total operating expenses 14,072 14,467 58,814 63,225 Income (loss)
from continuing operations before tax 306 (625) 89 (2,126) Income
tax expense 20 15 51 4,927 Income (loss) from continuing operations
286 (640) 38 (7,053) Discontinued operations: Loss from
discontinued operations, net of income tax (1,131) (1,220) (3,973)
(5,300) Loss on disposal of discontinued operations (3,401) --
(4,405) -- Loss from discontinued operations (4,532) (1,220)
(8,378) (5,300) Net loss (4,246) (1,860) (8,340) (12,353) Preferred
stock dividends (181) (159) (709) (618) Net loss available to
common stockholders $ (4,427) $ (2,019) $(9,049) $ (12,971)
EARNINGS (LOSS) PER SHARE: Income (loss) from continuing
operations: Basic $0.00 $ (0.03) $ (0.02) $ (0.25) Diluted $0.00 $
(0.03) $ (0.02) $ (0.25) Loss from discontinued operations: Basic $
(0.15) $ (0.04) $ (0.28) $ (0.18) Diluted $ (0.15) $ (0.04) $
(0.28) $ (0.18) Net loss: Basic $ (0.14) $ (0.07) $ (0.30) $ (0.43)
Diluted $ (0.14) $ (0.07) $ (0.30) $ (0.43) DATASOURCE: OptiCare
Health Systems, Inc. CONTACT: William A. Blaskiewicz, Chief
Financial Officer of OptiCare Health Systems, Inc., +1-203-596-2236
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