HealthTronics Announces Completion of Merger, Creating Clear Leader in Healthcare Services to the Urology Community.AUSTIN, Texas -- Analyst and Investor Day Scheduled for December 14, 2004 HealthTronics, Inc. today announced the completion of the merger between Prime Medical Services, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :PMSI PMSI Purchase-Money Security Interest (generally a lien resulting from a purchase such as a car loan) PMSI Physician Micro Systems, Inc. PMSI Programme de Médicalisation des Systèmes d'Information Hospitaliers PMSI Popular Mortgage Servicing, Inc. ) and HealthTronics Surgical Services, Inc. (NASDAQ:HTRN HTRN Research Triangle Park Training System HTRN Hyper Terminal ). Shareholders of both companies overwhelmingly approved the transaction with over 98% of voted shares affirming the transaction. The merged company's shares will begin trading on the Nasdaq National Market under the symbol "HTRN" on Thursday, November 11, 2004. HealthTronics' President & CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , Brad A. Hummel hummel entire, naturally polled deer. , commented, "We are extremely pleased to complete this combination, which we believe creates a clear leader in healthcare services to the urology urology Medical specialty dealing with the urinary system and male reproductive organs. It traces its origin to medieval lithologists, itinerant healers who specialized in surgical removal of bladder stones. community, as well as a company with exceptional financial fundamentals and extraordinary growth potential. The `new' HealthTronics is partnered with nearly 3,000 physicians, fields 183 lithotripsy Lithotripsy Definition Lithotripsy is the use of high-energy shock waves to fragment and disintegrate kidney stones. The shock wave, created by using a high-voltage spark or an electromagnetic impulse, is focused on the stone. units in 47 states and serves over 675 care venues. We are taking a leadership role in delivering new technology for the treatment of benign and malignant prostate diseases, and as a provider of lithotripsy devices, patient treatment tables and diagnostic imaging devices to healthcare institutions and professionals throughout the world. "Our recently reported results confirm the progress we have made: on a combined basis, revenue in the third quarter of 2004 grew 18% over the same period a year ago, driven in large part by a vital and enthusiastic partnership structure and growth in prostate therapies. Perhaps as importantly, the environment in which we are operating is fundamentally stable. Re-engineering, while always a work in progress, is largely behind us, as evidenced by same store improvements and equity balance within our partnerships. We have secured efficient physician access and egress See ingress. to what we believe is the most progressive partnership model in the country. The reimbursement profile for lithotripsy and prostate therapies is quite good, with some 12 quarters of average litho lith·o n. pl. lith·os A lithograph. litho Noun pl -thos Adjective, adv short for lithography, lithograph, reimbursement at $2,000 per case. Given our contract concentration as a wholesaler (some 85% of all cases are now provided on a wholesale basis) and the benchmark government Hospital Out-Patient Payment System rate expected to once again increase from its current $2,600 per case, we may have some pricing power Pricing Power An economic term referring to the effect that a change in a firm's product price has on the quantity demanded of that product. Pricing power ties in with the "Price Elasticity of Demand. available. In addition, the investments made at the partnership level in new technology over the past three years have lowered our operating costs operating costs npl → gastos mpl operacionales and added an important element of flexibility, allowing us to deliver services to care venues outside of the hospitals. Significant capital expenditures are not integral to the near term of our core urology business." John Q. Barnidge, CFO See Chief Financial Officer. , stated, "In addition to becoming a stronger company in terms of operations, HealthTronics is stronger financially, as well. On an annualized annualized Of or relating to a variable that has been mathematically converted to a yearly rate. Inflation and interest rates are generally annualized since it is on this basis that these two variables are ordinarily stated and compared. basis, we project consolidated 2004 revenue of approximately $300 million and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become contribution of $44 million, prior to achieving expected synergies. Our balance sheet metrics and leverage ratios are markedly improved as a combined company, opening the door to financing alternatives which we believe will significantly lower our weighted average cost of capital Weighted average cost of capital (WACC) Expected return on a portfolio of all a firm's securities. Used as a hurdle rate for capital investment. Often the weighted average of the cost of equity and the cost of debt The weights are determined by the relative proportions of equity ." Mr. Hummel further stated, "As we proceed as a combined company, it is our intention to segment report our business in four distinct operating units: Urology Services, Device Sales and Service, Orthopaedics and Specialty Vehicle Manufacturing. "Device Sales and Service offers exceptional opportunity. In addition to supplying the future needs of our proprietary and managed infrastructure, the worldwide installed base of Medstone and HMT HMT Her Majesty's Treasury (UK) HMT Hazardous Materials Table (49 CFR 172.101) HMT Health Management Technology (magazine) HMT Higher Mother Tongue HMT Hindustan Machine Tools Ltd. shock wave lithotripters exceeds 800 units and there are over 350 patient treatment tables in use. We believe our current products, as well as those in R&D or proceeding through regulatory approval, have best in class technology and represent significant potential for new installation and replacement sales. Our field service engineering group reaches clients in 48 states, and will play an important role in HealthTronics' growth. By broadening the technology we maintain, we cement already strong relationships with customers and further strategic relationships with original equipment manufacturers participating in the urology market. "We have an established model and a unique position in the market for treating musculoskeletal disorders Musculoskeletal disorders (MSDs) can affect the body's muscles, joints, tendons, ligaments and nerves. Most-work related MSDs develop over time and are caused either by the work itself or by the employees' working environment. and we remain optimistic about the future of orthopaedic shock wave therapy Shock wave therapy A method of treating tennis elbow and other musculoskeletal injuries that involves directing bursts of high-pressure sound waves at the affected area. Mentioned in: Tennis Elbow . While procedure growth has slowed, we have continued to make progress with the payors on the reimbursement front, and believe there is growing consensus amongst the clinical community in support of the high energy, physician directed treatment, which is precisely where our technology and service infrastructure is invested. "We will, as well, continue our efforts to enhance the value of our Specialty Vehicle Manufacturing business. Our recently reported results demonstrate strong ongoing economic contribution from this segment, improving backlog and the prospective benefits resulting from completing our plant consolidation program." Mr. Hummel concluded, "With HealthTronics' talented and dedicated management team, and the support of an experienced Board, I am confident that we can capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. the many opportunities available in our areas of focus. We are well positioned to continue to broaden HealthTronics' urology platform, expand and develop our orthopaedic business and capitalize on our investment in Specialty Vehicle Manufacturing. I am certainly looking forward to working with the combined HealthTronics team to execute our growth strategy and deliver the tremendous promise of our combined company." Mr. Barnidge concluded, "Over the course of the next few weeks we will move from integration planning to integration implementation. We remain confident in our ability to extract combination synergies of an annualized $10 million and we believe we have numerous opportunities to build upon a solid foundation of strong cash flows, earnings momentum and favorable capital markets. "On December 14th we will host a meeting for analysts and investors to discuss our business plans for the new HealthTronics and outline our financial objectives including guidance for 2005. We hope all of you will join us in New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of as we share with you HealthTronics' very exciting future." Analyst and Investor Day HealthTronics' management will hold an analyst and institutional investor Institutional Investor A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions. meeting on December 14, 2004 in New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. , which will also be webcast. The Company will provide additional details regarding the meeting later this month.
HealthTronics Management
Management position Former position
------------------------- -------------------
Brad A. Hummel CEO and President Prime Director, CEO
and President
John Q. Barnidge CFO and Senior VP Prime CFO and
Senior VP
James S.B. Whittenburg Senior VP -- Development, Prime Senior VP --
General Counsel and Development,
Secretary General Counsel
and Secretary
Richard A. Rusk VP and Controller Prime VP and
Controller
Joseph M. Jenkins, M.D. President -- Urology Prime President --
Urology
Klaas F. Vlietstra Interim President -- VP, Ops., AKSV/AMP
Manufacturing Systems
W. Price Dunaway Senior VP -- Urology Senior VP and COO
of Litho Ops.
HealthTronics Board of Directors
Former position
---------------------------------
Argil J. Wheelock, M.D., Chairman Chairman and Chief Executive
Officer of HealthTronics
R. Steven Hicks Director of Prime
Brad A. Hummel Director, Chief Executive Officer
and President of Prime
Michael R. Nicolais Director of Prime
William A. Searles Director of Prime
Kenneth S. Shifrin, Vice Chairman Chairman of Prime
Perry W. Waughtal Director of Prime
Scott A. Cochran Director of HealthTronics
Donny R. Jackson Director of HealthTronics
Timothy J. Lindgren Director of HealthTronics
Prime Medical Services, Inc. shareholders will receive one share of HealthTronics, Inc. common stock for each common share of Prime. They will receive written instructions on how to exchange Prime stock certificates for certificates representing HealthTronics common stock. Shareholders that hold a HealthTronics Surgical Services, Inc. stock certificate do not need to replace the certificate. At such time as shareholders might sell the shares represented on the certificate, the transfer agent will automatically recognize the shares as HealthTronics, Inc. stock. As of November 9, 2004, there were 20,865,161 shares of Prime outstanding, and 12,277,024 shares of HealthTronics Surgical Services, Inc. outstanding. The transaction qualifies as a tax-free reorganization under Section 368(a) of the Internal Revenue Code The Internal Revenue Code is the body of law that codifies all federal tax laws, including income, estate, gift, excise, alcohol, tobacco, and employment taxes. These laws constitute title 26 of the U.S. Code (26 U.S.C.A. § 1 et seq. . About HealthTronics, Inc. HealthTronics provides healthcare services, primarily to the urology community, and manufactures various medical devices as well as specialty vehicles used for the transport of high technology medical and broadcast & communications equipment. HealthTronics is the country's leading provider of lithotripsy, a non-invasive therapy for treating kidney stone kidney stone or renal calculus Mass of minerals and organic matter that may form in a kidney. Urine contains many salts in solution, and low fluid volume or high mineral concentration can cause these salts to precipitate and grow, forming stones. disease. Through 105 partnerships organized around nearly 3,000 local urologists in 47 states, the Company provides the personnel and operating infrastructure required to deliver lithotripsy treatments to hospitals and other healthcare settings. The Company's partnerships also provide treatments for benign and cancerous conditions of the prostate, as well as orthotripsy, a non-invasive procedure for treating orthopaedic soft tissue disorders including plantar fasciitis plantar fasciitis n. Inflammation of the fascia on the plantar surface of the foot, usually at the attachment to the heel, often making it painful to walk. (heel spur A heel spur is a radiological (X-ray) finding, often seen in sufferers from plantar fasciitis. It consists of a thin spike of calcification, which lies within the plantar fascia at the point of its attachment to the calcaneum, or heel bone. ) and lateral epicondilitis (tennis elbow tennis elbow - overuse strain injury ). HealthTronics is one of the nation's leading manufacturers urological and orthopaedic medical devices including lithotripters, orthotripters, fixed and mobile treatment tables and x-ray generators. The Company is also a global leader in the design, engineering and manufacturing of specialty vehicles used for the transport of high technology medical and broadcast & communications equipment, such as MRIs, CAT scans, PET scans, lithotripters, mobile command & control centers and satellite news gathering vehicles. For more information, visit www.healthtronics.com. EBITDA HealthTronics has presented an EBITDA amount, which is a non-GAAP financial measure, in this press release. HealthTronics has reconciled such amount to its most directly comparable financial measure calculated in accordance with GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). , which is HealthTronics' net income. HealthTronics believes that its presentation of EBITDA is an important supplemental measure of operating performance to its investors. Earnings before interest, taxes, depreciation and amortization Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP metric that can be used to evaluate a company's profitability.
EBITDA should not be considered as an alternative to net income, operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. , a liquidity measure, or any other operating performance measure prescribed by GAAP, nor should this measure be relied upon to the exclusion of GAAP financial measures. EBITDA reflects additional ways of viewing HealthTronics' operations that HealthTronics believes, when viewed with its GAAP results and the reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting HealthTronics' business than could be obtained absent this disclosure. HealthTronics strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. Statements in this press release that are not strictly historical, including statements regarding plans, objective and future financial performance, are "forward-looking" statements that are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Although HealthTronics believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that the expectations will prove to be correct. Factors that could cause actual results to differ materially from HealthTronics' expectations include, among others, the existence of demand for and acceptance of HealthTronics' services, the integration of Prime's and HealthTronics' businesses, the availability of appropriate candidates for acquisition by HealthTronics, regulatory approvals, economic conditions, the impact of competition and pricing, financing efforts and other factors described from time to time in HealthTronics' periodic filings with the Securities and Exchange Commission. |
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