Form 8-K

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KDcYQQZ15/an4DhEFzOP0wc/kPo3Ni+kj3Dg5r6kHEwK1S0+suxeYvvW9Q4UESGn Nu/oDKOeumry813o8MdcBg== 0001193125-09-048659.txt : 20090309 0001193125-09-048659.hdr.sgml : 20090309 20090309172111 ACCESSION NUMBER: 0001193125-09-048659 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090226 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090309 DATE AS OF CHANGE: 20090309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US ONCOLOGY INC CENTRAL INDEX KEY: 0000943061 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 841213501 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26190 FILM NUMBER: 09667035 BUSINESS ADDRESS: STREET 1: 16825 NORTHCHASE DR STREET 2: STE 1300 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 2818732674 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN ONCOLOGY RESOURCES INC /DE/ DATE OF NAME CHANGE: 19950327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US Oncology Holdings, Inc. CENTRAL INDEX KEY: 0001333191 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 200873619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-126922 FILM NUMBER: 09667034 BUSINESS ADDRESS: STREET 1: 16825 NORTHCHASE DRIVE, SUITE 1300 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: (832) 601-8766 MAIL ADDRESS: STREET 1: 16825 NORTHCHASE DRIVE, SUITE 1300 CITY: HOUSTON STATE: TX ZIP: 77060 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2009

US Oncology Holdings, Inc.

US Oncology, Inc.

(Exact name of registrant as specified in its charter)


Delaware	333-126922	20-0873619
Delaware	0-26190	84-1213501
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

10101 Woodloch Forest

The Woodlands, Texas 77380

(Address of principal executive offices including zip code)

(281) 863-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240-14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02

Results of Operations and Financial Condition.

On February 26, 2009, US Oncology Holdings, Inc., issued a press release regarding earnings for the fourth quarter and full year ended December 31, 2008 for US Oncology Holdings, Inc. and its wholly owned subsidiary US Oncology, Inc. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this report and the attached exhibit are provided under Item 2.02 of Form 8-K and are furnished to the Securities and Exchange Commission (“SEC”), but shall be not deemed “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or of Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this report and the attached exhibit shall not be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

ITEM 9.01

Financial Statements and Exhibits.

The following exhibit is furnished as part of this Current Report on Form 8-K:


Exhibit 99.1		Press Release of US Oncology Holdings, Inc. dated February 26, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: March 6, 2009	By:	/s/ PHILLIP H. WATTS
		Phillip H. Watts
		Vice President and General Counsel

EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

Contact:

Michael A. Sicuro

Chief Financial Officer

832.601.6194

US Oncology Reports Fourth Quarter and Yearend 2008 Results

HOUSTON, TX, February 26, 2009 – US Oncology, Inc. (“US Oncology” or “the Company”), one of the nation’s largest cancer care services companies, reported revenue of $842.7 million, EBITDA of $52.3 million, Adjusted EBITDA of $55.2 million, net income of $0.5 million and operating cash flow of $64.2 million for the three months ended December 31, 2008.

For the year ended December 31, 2008, prior to a first quarter non-cash charge of $380.0 million for impairment of goodwill, US Oncology reported revenue of $3.3 billion, EBITDA of $214.7 million, Adjusted EBITDA of $219.6 million, net income of $9.5 million and operating cash flow of $141.5 million.

US Oncology Fourth Quarter and Yearend Results

•

Adjusted EBITDA for the fourth quarter of 2008 was $55.2 million, compared to $58.0 million for the fourth quarter of 2007 and $54.8 million for the third quarter of 2008. The decrease from the fourth quarter of 2007 includes a $4.4 million decline due to reduced utilization of Erythropoiesis-Stimulating Agents (“ESAs”).

•

Adjusted EBITDA for 2008 increased to $219.6 million from $218.8 million in 2007 despite a $26 million reduction in earnings from ESAs. Increases in average daily patient volumes reflecting the increase in physicians affiliated under comprehensive service agreements (“CSA”) and cost management more than offset the impact of reduced ESA utilization.

•

During the fourth quarter of 2008, the US Oncology network decreased by 16 physicians, primarily due to retiring physicians, partially offset by 32 physicians who joined the network during the quarter. During the first two months of 2009, 47 physicians started practicing in the network, including the addition of six medical oncologists and eight urologists with practices in existing US Oncology markets and twelve urologists under a new CSA relationship. In addition, as of February 25, 2009, 32 physicians had executed agreements to join US Oncology and are expected to start practicing in the network during 2009. Also, as of February 25, 2009, three integrated cancer centers were under construction, and are expected to be completed and operational in the second half of 2009.

Bruce Broussard, president and chief executive officer, stated, “The organization has made great strides in advancing strategic initiatives that support our vision of being the premier cancer care services organization. We advanced our objectives of delivering cost effective care, improving the patient experience and advancing clinical treatment during 2008 as follows:

•

We launched Innovent Oncology, an oncology-specific care management program;

•

We significantly expanded the installed base of iKnowMed, an oncology-specific EMR, to over 700,000 electronic patient charts;

•

Our lean six sigma program has improved efficiencies in our care delivery and drug management processes in over 50 percent of our largest practices;

•

We enrolled approximately 3,500 patients in clinical research trials; and

•

Our network was selected as one of the top research-accruing members for the Radiation Therapy Oncology Group.

We continue to transform the organization from a practice management company to a national cancer care platform with deep clinical capabilities. The strengthening of our clinical capabilities coupled with pressures on medical oncology practices is increasing our development success, contributing to our overall patient growth of ten percent.

Management continues to make strategic advancements while focusing on tactical operations. During 2008, we were able to maintain level Adjusted EBITDA of $219 million as compared to 2007, and a liquidity position of $230 million, even with the loss of $26 million from ESA’s and in a challenging economic climate.”

Broussard continued: “In 2009, we expect to accelerate the growth of our national businesses while continuing to expand our physician network. We have launched our Targeted Physician Services program which is intended to further differentiate us in the market place and accelerate our development activities. Innovent Oncology has begun to achieve sales momentum in the payer community. We have added a Contract Research Organization (“CRO”) offering to expand the package of services delivered by our research team and have commenced the roll out of our esoteric lab initiative focused on specialty diagnostics. In addition, we will be launching a new online portal that provides a premier online resource and community environment for our entire physician network. Lastly, we will be launching our “United in Healing” co-branding campaign with our network practices that we believe will expand the visibility of our network and our mission as a premier cancer care services organization that provides the right treatment, at the right time, for the right patient.”

Results of Operations

The Company operates and manages its business through four operating segments. The table below compares the results of the year and fourth quarter of 2008 to the results of the corresponding year and fourth quarter of 2007 and the third quarter of 2008 (dollars in millions).


	Q4 2008			Q4 2007			% Change		Q3 2008			% Change		2008			2007			% Change
Revenue
Medical oncology services	$	581.9		$	529.4		9.9		$	557.4		4.4		$	2,251.4		$	2,088.2		7.8
Cancer center services		92.7			87.1		6.4			92.0		0.8			367.1			349.9		4.9
Pharmaceutical services		604.9			599.7		0.9			634.0		(4.6	)		2,486.7			2,282.8		8.9
Research and other		16.8			12.3		36.6			14.5		15.9			58.9			51.2		15.0
Eliminations⁽¹⁾		(453.6	)		(456.9	)	0.7			(476.2	)	4.7			(1,859.9	)		(1,771.3	)	(5.0	)

Total	$	842.7		$	771.6		9.2		$	821.7		2.6		$	3,304.2		$	3,000.8		10.1


Operating income (loss)
Medical oncology services	$	16.9		$	19.3		(12.4	)	$	16.9		—		$	73.2		$	79.7		(8.2	)
Cancer center services		22.4			20.1		11.4			21.6		3.7			88.0			87.7		0.3
Pharmaceutical services		24.4			28.1		(13.2	)		24.5		(0.4	)		95.3			90.9		4.8
Research and other		(1.5	)		(0.3	)	nm	⁽⁴⁾		(1.3	)	(15.4	)		(4.8	)		(0.8	)	nm	⁽⁴⁾
Corporate costs⁽²⁾		(32.9	)		(32.9	)	—			(33.1	)	0.6			(137.1	)		(128.8	)	(6.4	)
Impairment and restructuring charges⁽³⁾		(2.9	)		(6.8	)	nm	⁽⁴⁾		(0.3	)	nm	⁽⁴⁾		(384.9	)		(15.1	)	nm	⁽⁴⁾

Total	$	26.4		$	27.5		(4.0	)	$	28.3		(6.7	)	$	(270.3	)	$	113.6		nm	⁽⁴⁾


EBITDA
Medical oncology services	$	16.9		$	19.3		(12.4	)	$	16.9		—		$	73.2		$	79.7		(8.2	)
Cancer center services		31.9			29.9		6.7			31.1		2.6			125.9			126.8		(0.7	)
Pharmaceutical services		25.1			29.4		(14.6	)		25.5		(1.6	)		100.0			96.1		4.1
Research and other		(1.5	)		(0.2	)	nm	⁽⁴⁾		(1.3	)	(15.4	)		(4.7	)		(0.3	)	nm	⁽⁴⁾
Corporate costs⁽²⁾		(17.2	)		(20.4	)	15.7			(17.4	)	1.1			(74.8	)		(83.5	)	10.4
Impairment and restructuring charges⁽³⁾		(2.9	)		(6.8	)	nm	⁽⁴⁾		(0.3	)	nm	⁽⁴⁾		(384.9	)		(15.1	)	nm	⁽⁴⁾

Total	$	52.3		$	51.2		2.1		$	54.5		(4.0	)	$	(165.3	)	$	203.7		nm	⁽⁴⁾

Adjusted EBITDA⁽³⁾	$	55.2		$	58.0		(4.8	)	$	54.8		0.7		$	219.6		$	218.8		0.4
Net income (loss)		0.5			0.3		nm	⁽⁴⁾		3.9		(87.2	)		(370.5	)		7.2		nm	⁽⁴⁾
Operating cash flow		64.2			74.6		(13.9	)		35.1		82.9			141.5			198.0		(28.5	)

(1)

Eliminations represent the sale of pharmaceuticals from our distribution center (pharmaceutical services segment) to our practices affiliated under comprehensive service agreements (medical oncology segment).

(2)

Corporate costs relate primarily to general and administrative expenses in support of our network.

(3)

Impairment and restructuring charges and the loss on debt extinguishment are excluded from Adjusted EBITDA. During the fourth quarter of 2007, these charges consisted of $0.9 million related to the medical oncology segment, $1.2 million to the cancer center services segment and $4.7 million to corporate costs. During 2007, $1.6 million related to the medical oncology services segment, $4.2 million to the cancer center services segment and $9.3 million to corporate costs.

(4)

Not meaningful.

Medical Oncology Services

During the fourth quarter of 2008, medical oncology services revenue was $581.9 million, an increase of $52.5 million, or 9.9 percent, from the fourth quarter of 2007 which reflects higher medical oncology visits due to both physician additions and increased productivity. The Company also experienced increased volumes of treatment drugs offset by lower volumes of supportive care drugs. Comparing the same periods, EBITDA was $16.9 million, a decrease of $2.4 million, as the impact of reduced ESA utilization offset earnings associated with revenue growth.

Compared to the third quarter of 2008, medical oncology services revenue increased $24.5 million, or 4.4 percent, which is consistent with an increase in average daily visits. EBITDA remained consistent at $16.9 million as the revenue increase was offset by slightly higher drug costs in the fourth quarter.

During 2008, medical oncology services revenue increased $163.2 million, or 7.8 percent, while EBITDA decreased $6.5 million, or 8.2 percent. The revenue increase reflects higher average daily visits from the growth of affiliated medical oncologists in our network. Partially offsetting the revenue growth, and contributing to the EBITDA decline, were reduced utilization of ESAs, increased drug costs and the impact of amendments to management service agreements in 2007.

Cancer Center Services

Cancer center services revenue in the fourth quarter of 2008 was $92.7 million, an increase of $5.6 million, or 6.4 percent, as compared to the fourth quarter of 2007 which reflects increased radiation treatment and diagnostic scan volumes and increases in physicians affiliated under comprehensive service agreements. We continue to experience a shift toward advanced targeted radiation therapies, which enhance care to patients, and are reimbursed at higher rates than conventional radiation therapies but generally have lower treatment volumes. EBITDA in the fourth quarter of 2008 was $31.9 million, an increase of $2.0 million, or 6.7 percent, from the fourth quarter of 2007 which is consistent with the revenue increase from the prior year.

Fourth quarter cancer center services revenue increased $0.7 million, or 0.8 percent, and EBITDA increased $0.8 million, or 2.6 percent from the third quarter of 2008 reflecting an increase in daily radiation treatments/diagnostic scans partially offset by two fewer operating days in the fourth quarter.

During 2008, cancer center services revenue increased $17.2 million, or 4.9 percent, and EBITDA decreased $0.9 million, or 0.7 percent, from the prior year. The revenue increase reflects higher volumes, an increase in physicians affiliated under comprehensive service agreements, and continued migration toward advanced targeted radiation therapies. Partially offsetting the revenue growth, and contributing to the EBITDA decline, were reduced management fees due to amendments to management service agreements in 2007.

Pharmaceutical Services

Pharmaceutical services revenue in the fourth quarter of 2008 was $604.9 million, an increase of $5.2 million, or 0.9 percent, as compared to the fourth quarter of 2007. The revenue increase is primarily due to increased average drug purchases per OPS physician which consisted of higher volumes of treatment drugs (offset by lower volumes of supportive care drugs) and higher revenue from our oral oncology specialty pharmacy. These increases were partially offset by lower utilization of ESAs. Pharmaceutical services EBITDA was $25.1 million for the fourth quarter of 2008, a decrease of $4.3 million as compared to the fourth quarter of 2007 primarily reflecting lower utilization of ESAs.

Pharmaceutical services revenue in the fourth quarter of 2008 decreased $29.1 million, or 4.6 percent, and EBITDA decreased $0.4 million, or 1.6 percent, from the preceding quarter. These decreases reflect two fewer operating days in the fourth quarter and a decrease in the average number of physicians affiliated under OPS agreements. Contributing to the decrease in physicians was the impact of a 16 physician practice formerly affiliated under an OPS agreement that converted to a CSA arrangement effective October 1, 2008.

During 2008, pharmaceutical services revenue increased $203.9 million, or 8.9 percent to $2.5 billion, and EBITDA increased $3.9 million, or 4.1 percent, over the prior year. The revenue increase is primarily due to the higher number of physicians affiliated through CSA agreements during the year as well as the increases/decreases in treatment versus supportive care drugs referred to previously and increased revenue from our oral oncology specialty pharmacy. The impact from the addition of physicians was partially offset by lower utilization of ESAs.

Corporate Costs

Corporate costs, which represent general and administrative expenses, excluding stock-based compensation, were $17.2 million in the fourth quarter of 2008, compared to $20.4 million in the fourth quarter of 2007 and $17.4 million in the third quarter of 2008. During 2008, corporate costs were $74.8 million, compared to $83.5 million in 2007. The decreases from each of the prior periods are due to the continued management of controllable costs, primarily in areas such as personnel expenses and professional fees.

Impairment and Restructuring Charges

The components of impairment and restructuring charges are as follows (in millions):


	Q4 2008			Q4 2007		Q3 2008		Q2 2008		Q1 2008
Severance costs	$	2.0		$	—	$	0.2	$	0.4	$	1.3
Future lease obligations		1.0			0.2		—		—		—
Goodwill		—			—		—		—		380.0
Services agreement, net		—			4.7		—		—		—
Property and equipment, net		—			1.8		—		—		—
Other		(0.1	)		0.1		—		0.1		—

	$	2.9		$	6.8	$	0.2	$	0.5	$	381.3


	2008			2007
Severance costs	$	3.9		$	—
Future lease obligations		1.0			0.8
Goodwill		380.0			—
Services agreement, net		—			9.3
Property and equipment, net		—			5.0

	$	384.9		$	15.1

During the fourth quarter of 2008, the Company recognized restructuring charges of $2.9 million related to employee severance and lease termination fees. During the fourth quarter of 2007, the Company recognized impairment charges of $6.5 million related primarily to a $4.7 million write-off of a service agreement intangible asset which was terminated in connection with the conversion of a CSA practice to an OPS agreement.

During 2008, the Company recognized $384.9 million in impairment and restructuring charges which relate primarily to a $380.0 million impairment charge to goodwill in the medical oncology services segment in the first quarter. The charge reflects the Company’s continued diversification resulting in reduced dependencies on the medical oncology segment as a source of earnings and the impact of safety concerns surrounding the use of ESAs. During 2007, the Company recognized $15.1 million in impairment and restructuring charges. In addition to the practice which affiliated under an OPS agreement at the end of 2007, the Company recognized charges for two other markets due to market-specific conditions.

Net Income

Net income for the fourth quarter of 2008 was $0.5 million which represents an increase of $0.2 million from net income of $0.3 million reported in the fourth quarter of 2007. Lower LIBOR interest rates and a gain of $0.8 million on a real estate sale during the fourth quarter of 2008, partially offset by a $1.1 million decrease in operating income led to the increase in net income.

For 2008, net loss was $370.5 million, a decrease of $377.7 million compared to fiscal year 2007 net income of $7.2 million. The results of 2008 include restructuring and impairment charges of $384.9 million primarily due to a $380.0 million non-cash impairment charge related to goodwill in the medical oncology services segment. Excluding impairment and restructuring charges, income from operations decreased $14.1 million as the impact of management fee reductions and lower utilization of ESAs was partially offset by an increase in affiliated physicians and higher operating volumes.

Cash Flow

Cash from operations in the fourth quarter of 2008 was $64.2 million, compared to $74.6 million for the fourth quarter of 2007 and $35.1 million for the third quarter of 2008. The $10.4 million decrease in operating cash flow from the fourth quarter of 2007 reflects increasing working capital requirements associated with growing network volumes. The $29.1 million increase from the third quarter of 2008 reflects semiannual interest payments on the indebtedness of US Oncology in the third quarter of 2008.

The Company generated $141.5 million in cash from operations during 2008 compared to $198.0 million in 2007. The decrease in operating cash flow is primarily due to purchases made under new generic drug inventory management programs as well as higher working capital requirements associated with revenue growth and increasing network volumes.

As of February 25, 2009, the Company had approximately $85.2 million of cash and investments, and availability under the revolving credit facility of $136.7 million.

Contingencies and Risks

On July 30, 2008, the United States Food and Drug Administration (“FDA”) published a final new label for Erythropoiesis-Stimulating Agents (“ESAs”) drugs Aranesp and Procrit. This action was taken contemporaneously to the previous national coverage decision (“NCD”) by the Centers for Medicare and Medicaid Services (“CMS”) establishing criteria for reimbursement by Medicare for the ESA usage issued on July 30, 2007. Unlike the NCD from CMS, the label indication directs appropriate physician prescribing and applies to all patients and payers. A Risk Evaluation and Mitigation Strategy (“REMS”) proposal by manufacturers was filed with the FDA in August, 2008. The REMS is expected to focus on future ESA prescribing guidelines and may require additional patient consent/education requirements, medical guides and physician registration procedures. The length of time required for the FDA to approve the REMS and for manufacturers to implement the new program is uncertain, however we believe it may be released during the first quarter of 2009. Once implemented, the REMS will outline additional, if any, procedural steps that will be required for qualified physicians to order and prescribe ESAs for their patients.

It is not possible to estimate the impact of the REMS (on EBITDA) as it relates to prescribing patterns, until the REMS is in effect (expected to be sometime in 2009). We believe a possible impact of the REMS could be further reductions in ESA utilization.

During the fourth quarter of 2008, $6.2 million of the Company’s Adjusted EBITDA was attributable to utilization of ESAs by our network physicians. For the fourth quarter of 2007 and third quarter of 2008, EBITDA from ESA utilization by our network physicians was $10.7 million and $6.9 million, respectively. During the full year, EBITDA from ESA utilization was $32.1 million in 2008 and $58.0 million in 2007.

As previously disclosed, during the fourth quarter of 2005, we received a subpoena from the United States Department of Justice’s Civil Litigation Division (“DOJ”) requesting a broad range of information about us and our business, generally in relation to our contracts and relationships with pharmaceutical manufacturers. Also, as previously disclosed, the Company is currently involved in litigation with a formerly affiliated practice in Oklahoma. There were no material developments in either of these matters during 2008 or through the date of this release.

Results of US Oncology Holdings, Inc.

The results of US Oncology exclude those of its parent company, US Oncology Holdings, Inc. (“Holdings”). US Oncology conducts all substantive operations and, with the exception of nominal administrative expenses and items related to capitalization, the results of Holdings are substantially identical to those of US Oncology. Holdings reported EBITDA of $52.2 million, Adjusted EBITDA of $55.1 million, net loss of $16.5 million and operating cash flow of $64.2 million for the quarter ended December 31, 2008. For the year ended December 31, 2008, Holdings reported EBITDA of $(165.7) million, Adjusted EBITDA of $219.2 million, net loss of $412.5 million and operating cash flow of $128.5 million. The operating results of US Oncology and Holdings are reconciled below (in millions).


	Q4			Q4			Q3			Q2			Q1
	2008			2007			2008			2008			2008
US Oncology Net Income (Loss)	$	0.5		$	0.3		$	3.9		$	3.2		$	(378.1	)

Less: Interest expense		(11.2	)		(12.7	)		(10.5	)		(10.0	)		(12.1	)
Unrealized gain (loss) on swap		(15.3	)		(11.6	)		(4.2	)		14.3			(16.0	)
General and administrative expense		(0.1	)		—			(0.1	)		—			—
Effective tax rate differential		9.6			9.2			5.1			(0.4	)		8.8


Holdings Net Income (Loss)	$	(16.5	)	$	(14.8	)	$	(5.8	)	$	7.1		$	(397.4	)


	Year Ended December 31,
	2008			2007
US Oncology Net Income (Loss)	$	(370.5	)	$	7.2

Less: Interest expense		(43.7	)		(42.2	)
Unrealized loss on swap		(21.2	)		(11.9	)
General and administrative expense		(0.4	)		(0.1	)
Loss on extinguishment of debt		—			(12.9	)
Effective tax rate differential		23.3			24.9


Holdings Net Loss	$	(412.5	)	$	(35.0	)

Compared to the fourth quarter of 2007 and third quarter of 2008, the unrealized loss on swap, which relates to changes in fair value of the Holdings interest rate swap, increased by $3.7 million and $11.1 million, respectively. During 2008, the unrealized loss increased by $9.3 million from 2007.

Changes in the fair value of the interest rate swap are reported currently in earnings. Although the interest rate swap is not accounted for as a cash flow hedge, the Company believes the swap, economically, remains a hedge against the variability of interest payments on the portion of Holdings’ indebtedness that is serviced with cash interest and on a portion of the interest due on US Oncology’s variable rate senior secured credit facility. The non-cash unrealized loss on the interest rate swap is excluded from Adjusted EBITDA.

As of December 31, 2008, the indebtedness issued by US Oncology Holdings, Inc., amounted to $456.8 million. The Company elected to settle interest on this indebtedness for the semi-annual interest period from September 16, 2008 through March 15, 2009, entirely through the issuance of additional notes.

The Company and Holdings will broadcast their 2008 fourth quarter financial results by conference call on February 26, 2009 at 10:00 A.M. Central Standard Time. The archived replay of the event will be available through the news center on the Company’s website (www.usoncology.com).

About US Oncology, Inc.

US Oncology, headquartered in Houston, Texas works closely with physicians, manufacturers and payers to identify and deliver innovative services that enhance patient access to advanced cancer care. US Oncology supports one of the nation’s foremost cancer treatment and research networks accelerating the availability and use of evidence-based medicine and shared best practices.

US Oncology’s expertise in supporting every aspect of the cancer care delivery system – from drug development to treatment and outcomes measurement, enables the Company to help increase the efficiency and safety of cancer care. US Oncology is affiliated with 1,211 physicians operating in 456 locations, including 94 radiation oncology facilities in 39 states. For more information, visit the Company’s Web site, www.usoncology.com.

This news release contains forward-looking statements, including statements that include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “projects,” or similar expressions and statements regarding our prospects. All statements other than statements of historical fact included in this news release are forward-looking statements. Although the Company believes that the expectations reflected in such statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Such expectations are subject to risks and uncertainties, including a general downturn in the U.S or global economy, the Company’s reliance on pharmaceuticals for the majority of its revenues, the Company’s ability to maintain favorable pharmaceutical pricing and favorable relationships with pharmaceutical manufacturers and other vendors, concentration of pharmaceutical purchasing and favorable pricing with a limited number of vendors, prescription drug reimbursement, such as reimbursement for ESAs, and other reimbursement under Medicare (including reimbursement for radiation and diagnostic services), reimbursement for medical services by non-governmental payers and cost-containment efforts by such payers, including whether such payers adopt coverage guidelines regarding ESAs or pharmaceutical reimbursement methodologies that are similar to Medicare coverage, other changes in the manner patient care is reimbursed or administered, the Company’s ability to service its substantial indebtedness and comply with related covenants in debt agreements, the Company’s ability to fund its operations through operating cash flow or utilization of its existing credit facility or its ability to obtain additional financing on acceptable terms, the instability of capital and credit markets, including the potential that certain financial institutions may be unable to honor existing financing commitments, the Company’s ability to implement strategic initiatives, the Company’s ability to maintain good relationships with existing practices and expand into new markets and development of existing markets, modifications to, and renegotiation of, existing economic arrangements, the Company’s ability to complete cancer centers and PET facilities currently in development and its ability to recover investments in cancer centers, government regulation and enforcement, increases in the cost of providing cancer treatment services, the operations of the Company’s affiliated physician practices, and potential impairments that could result from declining market valuations. Please refer to the US Oncology Holdings, Inc. filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2007, and subsequent filings, for a more extensive discussion of factors that could cause actual results to differ materially from the Company’s expectations.

Discussion of Non-GAAP Information

In this release, the Company uses the term “EBITDA” and “Adjusted EBITDA”. EBITDA is earnings before interest, taxes, depreciation and amortization (including amortization of stock compensation), minority interest expense and other income (expense). EBITDA is not calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Adjusted EBITDA is EBITDA before loss on early extinguishment of debt and impairment and restructuring charges. These measures are derived from relevant items in the Company’s GAAP financial statements. A reconciliation of Adjusted EBITDA to operating cash flow is included in this release.

The Company believes EBITDA is useful to investors in evaluating the value of companies in general, and in evaluating the liquidity of companies with debt service obligations and their ability to service their indebtedness. Management uses EBITDA as a key indicator to evaluate liquidity and financial condition, both with respect to the business as a whole and with respect to individual sites in the US Oncology network. Adjusted EBITDA is useful to investors as it eliminates certain amounts that are unusual in nature and not currently expected to be part of the Company’s ongoing operational performance. The Company’s senior secured credit facility also requires that it comply on a quarterly basis with certain financial covenants that include Adjusted EBITDA as a financial measure. Management believes that EBITDA and Adjusted EBITDA are useful to investors, since they provide investors with additional information that is not directly available in a GAAP presentation.

As a non-GAAP measure, EBITDA and Adjusted EBITDA should not be viewed as alternatives to the Company’s GAAP financial statements, but should be read as a supplement to, and in conjunction with, the Company’s GAAP financial statements.

US ONCOLOGY, INC.

KEY OPERATING STATISTICS

(unaudited)


	Q4 2008	Q4 2007	% Change		Q3 2008	% Change		2008	2007	% Change
Physician Summary:

Medical oncologists	757	705	7.4		754	0.4		757	705	7.4
Radiation oncologists	160	146	9.6		159	0.6		160	146	9.6
Other oncologists	62	52	19.2		62	—		62	52	19.2

Total CSA physicians	979	903	8.4		975	0.4		979	903	8.4

OPS physicians	232	296	(21.6	)	252	(7.9	)	232	296	(21.6	)

Total physicians	1,211	1,199	1.0		1,227	(1.3	)	1,211	1,199	1.0


Daily Operating Statistics:

Medical oncology visits⁽¹⁾	11,148	10,224	9.0		10,712	4.1		10,816	10,028	7.9
Radiation treatments/ diagnostic scans⁽²⁾⁽⁴⁾	3,833	3,680	4.2		3,687	4.0		3,731	3,642	2.4

Other Statistics:

Radiation oncology facilities⁽³⁾⁽⁴⁾	94	88	6.8		92	2.2		94	88	6.8
Linear accelerators	119	114	4.4		118	0.8		119	114	4.4
PET systems	37	34	8.8		36	2.8		37	34	8.8
New patients enrolled in research studies during the period	814	809	0.6		718	13.4		3,447	3,050	13.0
Accounts receivable days outstanding	33	33	—		33	—		33	33	—

Notes to Key Operating Statistics:

(1)

Medical oncology visits include information for practices affiliated under comprehensive service agreements only, and do not include the results of OPS practices.

(2)

Represents technology-based treatments, including IMRT treatments and diagnostic scans, provided through our integrated cancer centers and radiation-only facilities at CSA practices.

(3)

The fourth quarter of 2008 includes 80 integrated cancer centers and 14 radiation-only facilities, the third quarter of 2008 includes 80 integrated cancer centers and 12 radiation-only facilities and the fourth quarter of 2007 includes 77 integrated cancer centers and 11 radiation-only facilities.

(4)

Radiation treatments/diagnostic scans and facilities do not include cancer centers operated by unconsolidated joint ventures in which the Company or an affiliated practice has a financial interest.

US ONCOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands)

(unaudited)


	Three Months Ended December 31,						Three Months Ended September 30,
	2008			2007			2008
Product revenue	$	568,034		$	509,914		$	556,359
Service revenue		274,625			261,656			265,377

Total revenue		842,659			771,570			821,736
Cost of products		553,302			497,290			537,029
Cost of services:
Operating compensation and benefits		132,507			122,100			131,158
Other operating costs		84,403			73,755			81,310
Depreciation and amortization		17,538			18,569			17,898

Total cost of services		234,448			214,424			230,366
Total cost of products and services		787,750			711,714			767,395
General and administrative expenses		17,577			20,689			18,078
Impairment and restructuring charges		2,888			6,771			271
Depreciation and amortization		8,050			4,887			7,684

		816,265			744,061			793,428
Income from operations		26,394			27,509			28,308
Other income (expense):
Interest expense, net		(23,444	)		(24,148	)		(22,679	)
Minority interest expense		(877	)		(1,743	)		(715	)
Other income		843			—			—

Income before income taxes		2,916			1,618			4,914
Income tax provision		(2,445	)		(1,316	)		(1,039	)

Net income	$	471		$	302		$	3,875

US ONCOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands)


	Year Ended December 31,
	2008			2007
Product revenue	$	2,224,704		$	1,970,106
Service revenue		1,079,473			1,030,672

Total revenue		3,304,177			3,000,778
Cost of products		2,163,943			1,925,547
Cost of services:
Operating compensation and benefits		523,939			479,177
Other operating costs		321,947			293,677
Depreciation and amortization		72,790			73,159

Total cost of services		918,676			846,013
Total cost of products and services		3,082,619			2,771,560
General and administrative expenses		76,883			84,326
Impairment and restructuring charges		384,929			15,126
Depreciation and amortization		30,017			16,172

		3,574,448			2,887,184
Income (loss) from operations		(270,271	)		113,594
Other income (expense):
Interest expense, net		(92,757	)		(95,342	)
Minority interests		(3,324	)		(3,619	)
Other income		2,213			—

Income (loss) before income taxes		(364,139	)		14,633
Income tax provision		(6,351	)		(7,447	)

Net income (loss)	$	(370,490	)	$	7,186

US ONCOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

(unaudited)


	Year Ended December 31,
	2008			2007
Cash flows from operating activities:
Net cash provided by operating activities	$	141,487		$	198,030

Cash flows from investing activities:
Net proceeds from sale of assets		5,347			750
Acquisition of property and equipment		(88,743	)		(90,850	)
Investments in unconsolidated subsidiaries		(3,257	)		(4,745	)
Net payments in affiliation transactions		(52,467	)		(134	)
Distributions from minority interests		2,116			254
Proceeds from contract separation		—			1,555

Net cash used in investing activities		(137,004	)		(93,170	)

Cash flows from financing activities:
Repayment of advance to parent		—			(150,000	)
Net distributions to parent		(13,004	)		(75,501	)
Proceeds from other indebtedness		4,000			1,323
Repayment of term loan		(34,937	)		(7,487	)
Repayment of other indebtedness		(2,171	)		(2,761	)
Debt financing costs		(143	)		(1,554	)
Distributions to minority interests		(3,609	)		(1,925	)
Contributions from minority interests		576			—
Contributions of proceeds from exercise of stock options		25			535

Net cash used in financing activities		(49,263	)		(237,370	)

Decrease in cash and equivalents		(44,780	)		(132,510	)
Cash and equivalents:
Beginning of year		149,256			281,766

End of year	$	104,476		$	149,256

US ONCOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(in thousands)

(unaudited)


	December 31, 2008			December 31, 2007
ASSETS
Current assets:
Cash and equivalents	$	104,476		$	149,256
Accounts receivable		364,336			341,860
Other receivables		25,707			97,401
Prepaid expenses and other current assets		20,682			22,801
Inventories		130,967			82,822
Deferred income taxes		4,373			4,260
Due from affiliates		66,428			60,295

Total current assets		716,969			758,695
Property and equipment, net		410,248			399,621
Service agreements, net		273,646			223,850
Goodwill		377,270			757,270
Other assets		64,720			69,214

Total assets	$	1,842,853		$	2,208,650


LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Current maturities of long-term indebtedness	$	10,677		$	38,613
Accounts payable		266,190			241,093
Due to affiliates		136,913			177,265
Accrued compensation cost		40,776			30,045
Accrued interest payable		26,266			24,949
Income taxes payable		2,727			6,735
Other accrued liabilities		34,804			37,763

Total current liabilities		518,353			556,463
Deferred revenue		6,894			8,380
Deferred income taxes		35,139			33,532
Long-term indebtedness		1,061,133			1,031,569
Other long-term liabilities		12,347			11,166

Total liabilities		1,633,866			1,641,110
Minority interests		13,572			13,217
Stockholder’s equity:
Common stock, $0.01 par value, 100 shares authorized, issued and outstanding		1			1
Additional paid-in-capital		560,768			549,186
Retained earnings (deficit)		(365,354	)		5,136

Stockholder’s equity		195,415			554,323

	$	1,842,853		$	2,208,650

US ONCOLOGY, INC.

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA

(in thousands)

(unaudited)


	Three Months Ended December 31,						Three Months Ended September 30,			Year Ended December 31,
	2008			2007			2008			2008			2007
Net income (loss)	$	471		$	302		$	3,875		$	(370,490	)	$	7,186
Add back:
Interest expense, net		23,444			24,148			22,679			92,757			95,342
Income tax provision		2,445			1,316			1,039			6,351			7,447
Depreciation and amortization		25,588			23,456			25,582			102,807			89,331
Amortization of stock compensation		334			275			649			2,103			753
Minority interest expense		877			1,743			715			3,324			3,619
Other income		(843	)		—			—			(2,213	)		—

EBITDA		52,316			51,240			54,539			(165,361	)		203,678
Plus:
Impairment and restructuring charges		2,888			6,771			271			384,929			15,126

Adjusted EBITDA		55,204			58,011			54,810			219,568			218,804
Changes in assets and liabilities		28,916			40,014			6,429			19,533			81,023
Deferred income tax provision (benefit)		5,941			2,087			(2,431	)		1,494			992
Interest expense, net		(23,444	)		(24,148	)		(22,679	)		(92,757	)		(95,342	)
Income tax provision		(2,445	)		(1,316	)		(1,039	)		(6,351	)		(7,447	)

Net cash provided by operating activities	$	64,172		$	74,648		$	35,090		$	141,487		$	198,030

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