UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-Q





(Mark
One)




x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
      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 AND
      EXCHANGE ACT OF 1934.





For the
transition period
from                 
to





Commission
File Number:


0-27554




Conmed
Healthcare Management, Inc.


(Exact
name of registrant as specified in its charter)




Delaware
              
              42-1297992(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (I.R.S.
      Employer Identification No.)




7250
      Parkway Dr., Suite 400
                Hanover,
      MD
              
              21076(Address
      of principal executive offices)
              
              (Zip
      Code)





(410)
      567-5520(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 “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
      Accelerated filer o
              Accelerated
      filer oNon-Accelerated
      filer o
              Smaller
      reporting company x


(Do not
check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


YES o
    NO x




Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:




Number
      of Shares OutstandingClass
                November 12, 2009Common
      Stock, $0.0001 par value per share
                12,613,322










CONMED
HEALTHCARE MANAGEMENT, INC.





TABLE
OF CONTENTS





PagePART I. FINANCIAL
      INFORMATIONITEM
      1. FINANCIAL STATEMENTS (UNAUDITED)Consolidated
      Balance SheetsSeptember
      30, 2009 and December 31, 2008
                                  1Consolidated
      Statements of OperationsFor
      the three and nine months ended September 30, 2009 and
2008
                                  2Consolidated
      Statements of Cash FlowsFor
      the nine months ended September 30, 2009 and 2008
                                  3Consolidated
      Statements of Shareholders’ EquityFor
      the nine months ended September 30, 2009
                                  5Notes
      to Consolidated Financial Statements
                                  6ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS
                                  14ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
                                  23ITEM
      4(T). CONTROLS AND PROCEDURES
                                  23PART II. OTHER
      INFORMATIONITEM
      1. LEGAL PROCEEDINGS
                                  24ITEM
      1A. RISK FACTORS
                                  24ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
    PROCEEDS
                                  24ITEM
      3. DEFAULTS UPON SENIOR SECURITIES
                                  24ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                                  24ITEM
      5. OTHER INFORMATION
                                  24ITEM
      6. EXHIBITS
                                  24SIGNATURES
                                  25




i




PART
1.  FINANCIAL INFORMATION




ITEM
      1.
            FINANCIAL
      STATEMENTS




CONMED
HEALTHCARE MANAGEMENT, INC.


CONSOLIDATED
BALANCE SHEETS





September 30,
                          2009 (unaudited)
                        
                        
                        December 31,
                          2008ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                        
                        $
                        10,119,183
                        
                        
                        $
                        7,472,140Accounts
      receivable
                        
                        
                        2,837,599
                        
                        
                        
                        2,375,583Prepaid
      expenses
                        
                        
                        176,779
                        
                        
                        
                        291,599Total current assets
                        
                        
                        13,133,561
                        
                        
                        
                        10,139,322PROPERTY
      AND EQUIPMENT, NET
                        
                        
                        650,531
                        
                        
                        
                        529,304DEFERRED
      TAXES
                        
                        
                        1,022,000
                        
                        
                        
                        645,000OTHER
      ASSETSService
      contracts acquired, net
                        
                        
                        817,000
                        
                        
                        
                        2,004,000Non-compete
      agreements, net
                        
                        
                        532,667
                        
                        
                        
                        821,667Goodwill
                        
                        
                        6,263,705
                        
                        
                        
                        6,254,544Deposits
                        
                        
                        15,683
                        
                        
                        
                        15,408Total
      other assets
                        
                        
                        7,629,055
                        
                        
                        
                        9,095,619$
                        22,435,147
                        
                        
                        $
                        20,409,245LIABILITIES
      AND SHAREHOLDERS’ EQUITYCURRENT
      LIABILITIESAccounts
      payable
                        
                        $
                        1,201,145
                        
                        
                        $
                        1,080,259Accrued
      expenses
                        
                        
                        3,977,339
                        
                        
                        
                        3,210,749Taxes
      payable
                        
                        
                        653,240
                        
                        
                        
                        432,380Deferred
      revenue
                        
                        
                        936,622
                        
                        
                        
                        561,734Notes
      payable, current portion
                        
                        
                        11,446
                        
                        
                        
                        170,228Total
      current liabilities
                        
                        
                        6,779,792
                        
                        
                        
                        5,455,350NOTES
      PAYABLE, LONG-TERM
                        
                        
                        —
                        
                        
                        
                        35,000DERIVATIVE
      FINANCIAL INSTRUMENTS
                        
                        
                        3,720,867
                        
                        
                        
                        —SHAREHOLDERS’
      EQUITYPreferred
      stock, no par value; authorized 5,000,000 shares; issued and outstanding
      zero shares as of September 30, 2009 and December 31, 2008
                        
                        
                        —
                        
                        
                        
                        —Common
      stock, $0.0001 par value, authorized 40,000,000 shares; issued and
      outstanding 12,613,322 and 12,457,539 shares as of September 30, 2009 and
      December 31, 2008, respectively
                        
                        
                        1,261
                        
                        
                        
                        1,246Additional
      paid-in capital
                        
                        
                        35,697,560
                        
                        
                        
                        36,875,610Retained
      (deficit)
                        
                        
                        (23,764,333
                        )
                        
                        
                        (21,957,961
                        )Total
      shareholders' equity
                        
                        
                        11,934,488
                        
                        
                        
                        14,918,895$
                        22,435,147
                        
                        
                        $
                        20,409,245


See
Notes to unaudited Financial Statements




Page - 1
-




CONMED HEALTHCARE MANAGEMENT,
INC.


CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)





For the Nine
                      Months Ended
                      September 30,
                      2009
                    
                    
                    For the Nine
                      Months Ended
                      September 30,
                      2008
                    
                    
                    For the Three
                      Months Ended
                      September 30,
                      2009
                    
                    
                    For the Three
                      Months Ended
                      September 30,
                      2008Service
      contract revenue
                    
                    $
                    38,775,309
                    
                    
                    $
                    28,362,281
                    
                    
                    $
                    13,643,317
                    
                    
                    $
                    11,531,168HEALTHCARE
      EXPENSES:Salaries,
      wages and employee benefits
                    
                    
                    22,138,330
                    
                    
                    
                    14,695,467
                    
                    
                    
                    7,900,235
                    
                    
                    
                    5,975,707Medical
      expenses
                    
                    
                    7,248,420
                    
                    
                    
                    7,702,791
                    
                    
                    
                    2,485,024
                    
                    
                    
                    3,042,867Other
      operating expenses
                    
                    
                    1,388,780
                    
                    
                    
                    933,932
                    
                    
                    
                    524,950
                    
                    
                    
                    446,228Total
      healthcare expenses
                    
                    
                    30,775,530
                    
                    
                    
                    23,332,190
                    
                    
                    
                    10,910,209
                    
                    
                    
                    9,464,802Gross
      profit
                    
                    
                    7,999,779
                    
                    
                    
                    5,030,091
                    
                    
                    
                    2,733,108
                    
                    
                    
                    2,066,366Selling
      and administrative expenses
                    
                    
                    5,774,101
                    
                    
                    
                    4,574,429
                    
                    
                    
                    2,014,378
                    
                    
                    
                    1,490,008Depreciation
      and amortization
                    
                    
                    1,627,951
                    
                    
                    
                    1,533,870
                    
                    
                    
                    387,392
                    
                    
                    
                    504,295Total
      operating expenses
                    
                    
                    7,402,052
                    
                    
                    
                    6,108,299
                    
                    
                    
                    2,401,770
                    
                    
                    
                    1,994,303Operating
      income (loss)
                    
                    
                    597,727
                    
                    
                    
                    (1,078,208
                    )
                    
                    
                    331,338
                    
                    
                    
                    72,063OTHER
      INCOME (EXPENSE)Interest
      income
                    
                    
                    61,127
                    
                    
                    
                    145,085
                    
                    
                    
                    16,547
                    
                    
                    
                    37,934Interest
      (expense)
                    
                    
                    (7,991
                    )
                    
                    
                    (4,721
                    )
                    
                    
                    (819
                    )
                    
                    
                    (1,527
                    )Change
      in fair value of derivatives
                    
                    
                    (1,688,623
                    )
                    
                    
                    —
                    
                    
                    
                    755,650
                    
                    
                    
                    —Total
      other income (expense)
                    
                    
                    (1,635,487
                    )
                    
                    
                    140,364
                    
                    
                    
                    771,378
                    
                    
                    
                    36,407Income
      (loss) before income taxes
                    
                    
                    (1,037,760
                    )
                    
                    
                    (937,844
                    )
                    
                    
                    1,102,716
                    
                    
                    
                    108,470Income
      tax (expense)
                    
                    
                    (402,000
                    )
                    
                    
                    —
                    
                    
                    
                    (249,000
                    )
                    
                    
                    —Net
      income (loss)
                    
                    $
                    (1,439,760
                    )
                    
                    $
                    (937,844
                    )
                    
                    $
                    853,716
                    
                    
                    $
                    108,470EARNINGS
      (LOSS) PER COMMON SHAREBasic
                    
                    $
                    (0.11
                    )
                    
                    $
                    (0.08
                    )
                    
                    $
                    0.07
                    
                    
                    $
                    0.01Diluted
                    
                    $
                    (0.11
                    )
                    
                    $
                    (0.08
                    )
                    
                    $
                    0.01
                    
                    
                    $
                    0.01WEIGHTED-AVERAGE
      SHARES OUTSTANDINGBasic
                    
                    
                    12,546,754
                    
                    
                    
                    12,012,681
                    
                    
                    
                    12,606,699
                    
                    
                    
                    12,024,222Diluted
                    
                    
                    12,546,754
                    
                    
                    
                    12,012,681
                    
                    
                    
                    14,183,486
                    
                    
                    
                    13,305,347


See
Notes to unaudited Financial Statements




Page - 2
-




CONMED HEALTHCARE
MANAGEMENT, INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)




For the Nine
                        Months Ended
                        September 30,
                        2009
                      
                      
                      For the Nine
                        Months Ended
                        September 30,
                        2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (loss)
                      
                      $
                      (1,439,760
                      )
                      
                      $
                      (937,844
                      )Adjustments
      to reconcile net income to net cash provided by operating
      activitiesDepreciation
                      
                      
                      151,951
                      
                      
                      
                      72,870Amortization
                      
                      
                      1,476,000
                      
                      
                      
                      1,461,000Stock-based
      compensation
                      
                      
                      475,597
                      
                      
                      
                      423,221Loss
      on disposal of property
                      
                      
                      —
                      
                      
                      
                      2,257Deferred
      income taxes
                      
                      
                      (377,000
                      )
                      
                      
                      (300,000
                      )Change
      in fair value of derivatives
                      
                      
                      1,688,623
                      
                      
                      
                      —Changes
      in working capital components(Increase)
      in accounts receivable
                      
                      
                      (462,016
                      )
                      
                      
                      (1,086,746
                      )Decrease
      (increase) in prepaid expenses
                      
                      
                      114,820
                      
                      
                      
                      (277,580
                      )Decrease
      (increase) in deposits
                      
                      
                      (275
                      )
                      
                      
                      19,999Increase
      in accounts payable
                      
                      
                      120,886
                      
                      
                      
                      49,724Increase
      in accrued expenses
                      
                      
                      766,590
                      
                      
                      
                      2,254,553Increase
      in income taxes payable
                      
                      
                      220,860
                      
                      
                      
                      203,260Increase
      (decrease) in deferred revenue
                      
                      
                      374,888
                      
                      
                      
                      (133,923
                      )Net
      cash provided by operating activities
                      
                      
                      3,111,164
                      
                      
                      
                      1,750,791CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of property and equipment
                      
                      
                      (273,178
                      )
                      
                      
                      (357,918
                      )Asset
      Purchase from EMDC, P.C.
                      
                      
                      —
                      
                      
                      
                      (245,853
                      )Stock
      Purchase of CMHS, LLC
                      
                      
                      (9,161
                      )
                      
                      
                      —Net
      cash (used in) investing activities
                      
                      
                      (282,339
                      )
                      
                      
                      (603,771
                      )CASH
      FLOWS FROM FINANCING ACTIVITIESPayments
      on line of credit
                      
                      
                      (100,000
                      )
                      
                      
                      —Payments
      on loans
                      
                      
                      (93,782
                      )
                      
                      
                      (53,964
                      )Proceeds
      from exercise of warrants
                      
                      
                      12,000
                      
                      
                      
                      —Net
      cash (used in) financing activities
                      
                      
                      (181,782
                      )
                      
                      
                      (53,964
                      )Net
      increase in cash and cash equivalents
                      
                      
                      2,647,043
                      
                      
                      
                      1,093,056CASH
      AND CASH EQUIVALENTSBeginning
                      
                      
                      7,472,140
                      
                      
                      
                      7,136,720Ending
                      
                      $
                      10,119,183
                      
                      
                      $
                      8,229,776




Page - 3
-




NON-CASH
      INVESTING AND FINANCING ACTIVITIES WERE AS FOLLOWS:Stock
      (81,081 Shares) for Asset Purchase from EMDC, P.C.
                  
                  
                  —
                  
                  
                  
                  150,000Promissory
      Note payable to EMDC, P.C. for Asset Purchase
                  
                  
                  —
                  
                  
                  
                  132,275Warrants
      (80,000 Shares) for Asset Purchase from EMDC, P.C.
                  
                  
                  —
                  
                  
                  
                  50,013$
                  —
                  
                  
                  $
                  332,288SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONCash
      payments for interest
                  
                  $
                  7,991
                  
                  
                  $
                  4,721Income
      taxes paid
                  
                  
                  558,140
                  
                  
                  
                  96,740





See
Notes to unaudited Financial Statements




Page - 4
-





CONMED
HEALTHCARE MANAGEMENT, INC.


CONSOLIDATED
STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)




Preferred
                      Stock
                    
                    
                    Common
                      Stock
                    
                    
                    Additional Paid-
                      in Capital
                    
                    
                    Accumulated
                      Deficit
                    
                    
                    TotalBalance
      at December 31, 2008
                    
                    $
                    —
                    
                    
                    $
                    1,246
                    
                    
                    $
                    36,875,610
                    
                    
                    $
                    (21,957,961
                    )
                    
                    $
                    14,918,895Cumulative
      effect of change in accounting principleJanuary 1, 2009
      reclassification of embedded feature of equity-linked financial instrument
      to derivative liability
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (2,399,538
                    )
                    
                    
                    (366,612
                    )
                    
                    
                    (2,766,150
                    )Net
      Income
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    (1,439,760
                    )
                    
                    
                    (1,439,760
                    )Stock
      option expense
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    475,597
                    
                    
                    
                    —
                    
                    
                    
                    475,597Exercise
      of warrants
                    
                    
                    —
                    
                    
                    
                    15
                    
                    
                    
                    454,922
                    
                    
                    
                    —
                    
                    
                    
                    454,937Amended
      warrants removing embedded feature of equity-linked financial
      instrument
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    290,969
                    
                    
                    
                    —
                    
                    
                    
                    290,969Balance
      at September 30, 2009
                    
                    $
                    —
                    
                    
                    $
                    1,261
                    
                    
                    $
                    35,697,560
                    
                    
                    $
                    (23,764,333
                    )
                    
                    $
                    11,934,488


See
Notes to unaudited Financial Statements




Page - 5
-




CONMED
HEALTHCARE MANAGEMENT, INC.




NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS




NOTE
      1.
            Nature
      of Business




Prior to
January 26, 2007, Conmed Healthcare Management, Inc. (together with its
consolidated subsidiaries, “we”, “us”, “our” or the Company, unless otherwise
specified or the context otherwise requires) was classified as a public shell,
had no ongoing operations, minimal operating expenses, no employees and operated
under the name Pace Health Management Systems, Inc. (“Pace”).





On
January 26, 2007, the Company acquired Conmed, Inc. (“Conmed, Inc.”) a provider
of correctional healthcare services (the “Acquisition”). Conmed, Inc. was formed
as a corporation on June 10, 1987 in the State of Maryland for the purpose of
providing healthcare services exclusively to county detention centers located in
Maryland. As Conmed, Inc. developed, it accepted more contracts for additional
services including mental health, pharmacy and out-of-facility healthcare
expenses. In 2000, Conmed, Inc. served more than 50% of the county detention
healthcare services market in Maryland. In 2003, Conmed, Inc. elected to seek
contracts outside of Maryland.





As a
result of the Acquisition, Conmed, Inc. is a wholly-owned subsidiary of the
Company and the business of Conmed, Inc. is now our primary business. On March
13, 2007, the Company changed its name to Conmed Healthcare Management, Inc. As
of September 30, 2009, we were in contract with, and currently providing medical
services in thirty-six counties in the following seven
states:  Arizona, Kansas, Maryland, Oklahoma, Oregon, Virginia and
Washington.




NOTE
      2.
            Significant
      Accounting Policies




The
accompanying unaudited consolidated financial statements contained herein have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission (the “SEC”) for interim reporting requirements of Form 10-Q
and Rule 8-03 of Regulation S-X. Accordingly, the financial information and
disclosures normally included in the financial statements prepared annually in
accordance with accounting principles generally accepted in the United States of
America (“GAAP”) have been condensed or omitted. Readers of this report should,
therefore, refer to the consolidated financial statements and notes included in
Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December
31, 2008, filed with the SEC on July 14, 2009.





In the
opinion of management, all adjustments (consisting of normal and recurring
adjustments) which are considered necessary to fairly present our financial
position and our results of operations as of and for these periods have been
made.





Our
interim results of operations for the three and nine months ended September 30,
2009 are not necessarily indicative of the results of operations to be expected
for a full year.





A summary
of the Company's significant accounting policies is as follows:





Acquisitions


Acquisitions
are recorded as required by business combination accounting standards using the
purchase method. Under purchase accounting, assets acquired, liabilities
assumed, and any noncontrolling interest in the acquiree should be stated on the
financial statements at “fair value” (see definition in Fair Value of Financial
Instruments section below), with limited exceptions, as of the acquisition
date.  This standard requires that intangible assets be recognized as
assets apart from goodwill if they meet one of two criteria, (1) the
contractual-legal criterion, or (2) the separability criterion.  This
standard also requires disclosure of the primary reasons for business
combination and the allocation of the purchase price paid to the assets acquired
and the liabilities assumed by major balance sheet caption. Goodwill is to be
recognized as a residual. If the acquisition-date fair value exceeds the
consideration transferred, a gain is to be recognized. The statement generally
requires that acquisition costs be expensed as incurred. This standard is
effective for business combinations for which the acquisition date is on or
after January 1, 2009.




Page - 6
-




Service
Contracts Acquired


There are
material costs in obtaining a customer list, especially customers with recurring
revenue streams. The value of service contracts acquired is represented by the
future revenue streams, therefore, the income approach is the most applicable
fair value measurement approach to value these assets. The operating income
streams of service contracts acquired are calculated based on the net present
value of estimated earnings. Operating income streams are estimated on a
contract by contract basis and an overall cost factor is used to estimate
management expenses.  Service contracts acquired are amortized over
the life of each individual contract.





Non-Compete
Agreements


Non-compete
agreements are generally acquired as part of our acquisition
agreements.  Key considerations in estimating the value of non-compete
agreements include consideration of the potential losses resulting from such
competition, the enforceability of the terms of the agreement, and the
likelihood of competition in the absence of the agreement. Non-compete
agreements are amortized over the lives of the agreements.





Goodwill


We record
as goodwill the excess of purchase price over the fair value of the identifiable
net assets acquired.  Annually, as well as when an event triggering
impairment may have occurred, the Company is required to perform a two-step
impairment test on goodwill. The first step tests for impairment, while the
second step, if necessary, measures the impairment. There have been no
indicators of impairment for any of the goodwill. We have elected to perform our
annual analysis during the fourth quarter of each fiscal year.





Fair
Value of Financial Instruments


Financial
instruments include cash, receivables, accounts payable, accrued expenses,
deferred revenue and long-term debt. We believe the fair value of each of these
instruments approximates their carrying value in the balance sheet as of the
balance sheet date. The fair value of current assets and current liabilities is
estimated to approximate carrying value due to the short-term nature of these
instruments. The fair value of the long-term debt is estimated based on
anticipated interest rates which we believe would currently be available to us
for similar issues of debt, taking into account our current credit risk and
other market factors.  The same assumptions are used to record
financial instruments acquired through acquisition at fair value.





Effective
January 1, 2008, we adopted the new accounting guidance on fair value
measurements. In February 2008, the Financial Accounting Standards Board
(“FASB”) issued a one year deferral of the effective date of fair value
measurement guidance for non-financial assets and non-financial liabilities,
except those that are recognized or disclosed in the financial statements at
fair value at least annually. Therefore, we have adopted the fair value
measurement guidance with respect to its financial assets and liabilities only.
The fair value measurement guidance defines fair value, establishes a framework
for measuring fair value under generally accepted accounting principles and
enhances disclosures about fair value measurements. Fair value is defined under
the fair value measurement guidance as the exchange price that would be received
for an asset or paid to transfer a liability (an exit price) in the principal or
most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. Valuation techniques used
to measure fair value under the fair value measurement guidance must maximize
the use of observable inputs and minimize the use of unobservable inputs. The
standard describes a fair value hierarchy based on three levels of inputs, of
which the first two are considered observable and the last unobservable, that
may be used to measure fair value, as follows:




·
            Level
      1 – Quoted prices in active markets for identical assets or
      liabilities.




·
            Level
      2 – Inputs other than Level 1 that are observable, either directly or
      indirectly, such as quoted prices for similar assets or liabilities;
      quoted prices in markets that are not active; or other inputs that are
      observable or can be corroborated by observable market data for
      substantially the full term of the assets or
  liabilities.




·
            Level
      3 – Unobservable inputs that are supported by little or no market activity
      and that are significant to the fair value of the assets or
      liabilities.





The
adoption of the fair value measurement guidance did not have a material impact
on our financial statements.  Details related to our adoption of this
standard are discussed in Note 6, “Fair Value Measurements”.




Page - 7
-




Revenue
Recognition


Our
principal source of revenue is contracts to provide medical assistance to county
and municipal correctional facilities. Deferred revenue represents amounts that
may be paid in advance of delivery under these contracts.





Most of
our contracts call for a fixed monthly fee. In addition, most contracts have
incremental charges based on the average daily population (“ADP”) of the
correctional facility or a contractual fee adjustment based on the ADP. Revenues
from contracts are recognized ratably for fixed fees, or monthly for contracts
with variable charges based on ADP. We have one contract that partially operates
on a cost plus basis. The timing of each payment varies per contract. Credit
terms are not more than 30 days from the date of invoice.





Certain
contracts provide for monthly fee adjustments to reflect any missed hours of
work required under terms of the contract. In addition, we may incur liquidated
damages related to specific performance measurements required under the contract
that we have failed to meet. Reductions in monthly fees resulting from staffing
adjustments and liquidated damages are recorded by us as reductions to
revenue.





Certain
contracts include “stop/loss” limits, which create a ceiling to our financial
responsibility for an individual inmate's care or a maximum amount in the
aggregate for certain categories of medical expenses, whereby we are protected
from catastrophic medical losses. In circumstances where a stop/loss is reached,
we are reimbursed for any costs incurred over the predetermined stop/loss
amount. Any reimbursement received by us is recorded as revenue.





Accrued
Medical Claims Liability


Medical
expenses include the costs associated with medical services provided by off-site
medical providers; pharmacy, laboratory and radiology fees; professional and
general liability insurance as well as other generally related medical expenses.
The cost of medical services provided, administered or contracted for are
recognized in the period in which they are provided based in part on estimates
for unbilled medical services rendered through the balance sheet date. The
Company estimates an accrual for unbilled medical services using available
utilization data including hospitalization, one-day surgeries, physician visits
and emergency room and ambulance visits and other related costs, which are
estimated. Additionally, Company personnel review certain inpatient hospital
stays and other high cost medical procedures and expenses in order to attempt to
identify costs in excess of the historical average rates. Once identified,
reserves are determined which take into consideration the specific facts
available at that time.





Actual
payments and future reserve requirements will differ from the Company’s current
estimates. The differences could be material if significant adverse fluctuations
occur in the healthcare cost structure or the Company’s future claims
experience. Changes in estimates of claims resulting from such fluctuations and
differences between estimates and actual claims payments are recognized in the
period in which the estimates are changed or the payments are made.





Stock
Compensation


Compensation
expense for stock-based awards is recorded over the vesting period at the fair
value of the award at the time of grant. The recording of such compensation
began on January 1, 2006 for shares not yet vested as of that date and for all
new grants subsequent to that date. The exercise price of options granted under
our incentive plans is equal to the fair market value of the underlying stock at
the grant date. We assume no projected forfeitures on stock-based compensation,
since actual historical forfeiture rates on our stock-based incentive awards
have been negligible.





Fair
Value of Derivative Financial Instruments


Effective
January 1, 2009, we adopted derivative accounting on warrants that are indexed
to an entity’s own stock. Details related to our adoption of this standard and
its impact on our financial position and results of operations are discussed in
Note 5, “Fair Value of Warrants”.





Income
Taxes


Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss carryforwards
and deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported amounts of assets
and liabilities and their tax basis. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be
realized.




Page - 8
-




Recently
Adopted Accounting Standards


Effective
January 1, 2009, we adopted guidance on noncontrolling interests and it did not
have a material impact on our financial position or results of operations.
Companies are required to report ownership interest in subsidiaries held by
other parties (minority interest) to be clearly identified, labeled and
presented in the consolidated statement of financial condition separately within
the equity section. The amount of consolidated net income attributable to the
parent company and to the noncontrolling interest is to be clearly identified
and presented on the face of the consolidated statement of income.





Effective
with the quarter ended June 30, 2009, we adopted guidance on interim disclosures
about fair value of financial instruments and it did not have a material impact
on our financial position or results of operations.  This guidance
requires disclosures about fair value of financial instruments in interim and
annual financial statements.





Effective
with the quarter ended June 30, 2009, we adopted guidance on subsequent events
and it did not have a material impact on our financial position or results of
operations.  This guidance establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before
financial statements are issued.





Effective
with the quarter ended September 30, 2009, we adopted The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles.  The FASB Accounting Standards Codification
(“Codification”) will become the source of authoritative U.S. GAAP recognized by
the FASB to be applied by nongovernmental entities.  Rules and
interpretive releases of the SEC under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants.  On the
effective date the Codification will supersede all then-existing non-SEC
accounting and reporting standards.  All other non-grandfathered
non-SEC accounting literature not included in the Codification will become
non-authoritative.  This standard is effective for financial
statements issued for interim and annual periods ending after September 15,
2009.  In the FASB’s view, the issuance of the Codification will not
change GAAP, except for those nonpublic nongovernmental entities that must now
apply the American Institute of Certified Public Accountants Technical Inquiry
Service Section 5100, “Revenue Recognition”, paragraphs 38-76.




NOTE
      3.
            Common
      Stock Options




The Board
of Directors has adopted, and our stockholders have approved, the 2007 Stock
Option Plan, as amended (the “2007 Plan”). The 2007 Plan provides for the grant
of up to 2,350,000 incentive stock options, nonqualified stock options,
restricted stock, stock bonuses and stock appreciation rights. The 2007 Plan is
administered by the independent members of the Board of Directors, which has the
authority and discretion to determine: the persons to whom the options will be
granted; when the options will be granted; the number of shares subject to each
option; the price at which the shares subject to each option may be purchased;
and when each option will become exercisable. The options generally vest over
three to four years and expire no later than ten years from the date of
grant.





During
the nine months ended September 30, 2009 and 2008, we recorded stock-based
compensation expense net of reversals for forfeited options totaling $475,597
and $423,221, respectively and during the three months ended September 30, 2009
and 2008 we recorded stock-based compensation expense net of reversals for
forfeited options totaling $151,328 and $159,974, respectively.





During
the nine months ended September 30, 2009, options were granted to purchase
89,000 shares of common stock at an average exercise price of $3.00 per
share.  Additionally, during the nine months ended September 30, 2009,
options to purchase 66,896 shares of common stock were forfeited and as of
September 30, 2009, 314,729 shares remain available for grant.




Page - 9
-




NOTE
      4.
            Earnings
      Per Share




The
following table sets forth the computation of basic and diluted earnings (loss)
per-share:





For the Nine
                  Months Ended
                  September 30,
                  2009
                
                
                For the Nine
                  Months Ended
                  September 30,
                  2008
                
                
                For the Three
                  Months Ended
                  September 30,
                  2009
                
                
                For the Three
                  Months Ended
                  September 30,
                  2008NumeratorNet
      income (loss)for
      basic earnings per share:
                
                $
                (1,439,760
                )
                
                $
                (937,844
                )
                
                $
                853,716
                
                
                $
                108,470Subtractions:Change
      in fair value of derivatives
                
                
                —
                
                
                
                —
                
                
                
                755,650
                
                
                
                —Net
      income (loss)for
      diluted earnings per share:
                
                $
                (1,439,760
                )
                
                $
                (937,844
                )
                
                $
                98,066
                
                
                $
                108,470Denominator:Weighted-average
      basic shares outstanding
                
                
                12,546,754
                
                
                
                12,012,681
                
                
                
                12,606,699
                
                
                
                12,024,222Assumed
      conversion of dilutive securitiesStock
      options
                
                
                —
                
                
                
                —
                
                
                
                418,134
                
                
                
                67,145Warrants
                
                
                —
                
                
                
                —
                
                
                
                1,158,653
                
                
                
                1,213,980Potentially
      dilutive common shares
                
                
                —
                
                
                
                —
                
                
                
                14,183,486
                
                
                
                1,281,125Denominator
      for diluted earnings per share – Adjusted weighted average
      shares
                
                
                12,546,754
                
                
                
                12,012,681
                
                
                
                14,183,486
                
                
                
                13,305,347Earnings
      (loss) per common share:Basic
                
                $
                (0.11
                )
                
                $
                (0.08
                )
                
                $
                0.07
                
                
                $
                0.01Diluted
                
                $
                (0.11
                )
                
                $
                (0.08
                )
                
                $
                0.01
                
                
                $
                0.01





Common
stock warrants and options outstanding totaling 3,947,938 and 4,354,667 shares,
respectively, are not included in diluted earnings per common share for the nine
months ended September 30, 2009 and 2008, respectively, as they would have an
antidilutive effect upon earnings per common share.




NOTE
      5.
            Fair
      Value of Warrants




As a
result of adopting derivative accounting for warrants, effective January 1,
2009, 1,705,000 of our issued and outstanding common stock purchase warrants
previously treated as equity were no longer afforded equity treatment as
follows.  These common stock purchase warrants do not trade in an
active securities market, and as such, we estimate the fair value of these
warrants using the Black-Scholes option pricing model and all changes in the
fair value of these warrants will be recognized currently in earnings until such
time as the warrants are exercised, amended or expire.





Pre-Acquisition
Warrants @ $0.30 per share


On
October 24, 2005, Pace issued 37,500 warrants to purchase common stock, as
adjusted for the 1 for 20 reverse stock split. Of these warrants, 30,000 were
issued to John Pappajohn, Pace's sole director and acting chairman, and the
remaining 7,500 warrants were issued to his designees. The warrants were issued
as compensation for past services rendered and all warrants were immediately
vested. The warrants had an exercise price of $10.00, which exceeded the market
price of Pace's common stock at the time of issuance. The value of the warrants
was separately estimated at $0.20 per share or $10,000 based on the
Black-Scholes valuation of the call option associated with a five-year warrant.
As part of the negotiations for the private placement of $15,000,000 of units of
Series B Convertible Preferred Stock and warrants completed on January 26, 2007
(the “Private Placement), Mr. Pappajohn relinquished the 30,000 warrants that
were issued to him, and the remaining 7,500 warrants issued to his designees
were adjusted to 250,000 warrants to purchase common stock exercisable at $0.30
per share, expiring October 23, 2010.





Black-Scholes assumptions
                    
                    September 30, 2009
                    
                    
                    January 1, 2009Expected
      life (years)
                    
                    
                    0.5
                    
                    
                    
                    0.9Expected
      volatility
                    
                    
                    82.64
                    %
                    
                    
                    82.51
                    %Risk-free
      interest rate
                    
                    
                    1.0
                    %
                    
                    
                    0.8
                    %Expected
      dividend yield
                    
                    
                    0.0
                    %
                    
                    
                    0.0
                    %




Page - 10
-




As of
January 1, 2009, we had outstanding warrants to purchase an aggregate of 225,000
shares of common stock.  During the nine months ended September 30,
2009, warrants to purchase 2,000 shares of common stock were exercised by
cashless exercise and as a result, a total of 1,854 shares of common stock were
issued.  As of September 30, 2009, we had outstanding warrants to
purchase an aggregate of 223,000 shares of common stock.





Investor
Warrants @ $0.30 per share


In
connection with the Private Placement, each investor received a warrant to
purchase up to a number of shares of common stock equal to 25% of such
investor's subscription amount, divided by the conversion price of the Series B
Convertible Preferred Stock, with an exercise price equal to $0.30. As a result,
we issued to investors warrants to purchase an aggregate of 1,500,000 shares of
common stock, exercisable at $0.30 per share, expiring March 13,
2012.





Black-Scholes assumptions
                    
                    September 30, 2009
                    
                    
                    January 1, 2009Expected
      life (years)
                    
                    
                    1.7
                    
                    
                    
                    2.0Expected
      volatility
                    
                    
                    82.64
                    %
                    
                    
                    82.51
                    %Risk-free
      interest rate
                    
                    
                    1.5
                    %
                    
                    
                    1.1
                    %Expected
      dividend yield
                    
                    
                    0.0
                    %
                    
                    
                    0.0
                    %





As of
January 1, 2009, we had outstanding warrants to purchase an aggregate of 980,000
shares of common stock.  During the nine months ended September 30,
2009, warrants to purchase 40,000 shares of common stock were exercised for cash
and warrants to purchase 127,000 shares of common stock were exercised by
cashless exercise and as a result, a total of 153,018 shares of common stock
were issued.  During the nine months ended September 30, 2009,
warrants to purchase 91,570 shares of common stock were amended and are now
treated as equity.  As of September 30, 2009, we had outstanding
warrants to purchase an aggregate of 721,430 shares of common
stock.





Investor
Warrants @ $2.50 per share


In
connection with the Private Placement, each investor received a warrant to
purchase up to a number of shares of common stock equal to 8.3% of such
investor's subscription amount, divided by the conversion price of the Series B
Convertible Preferred Stock, with an exercise price equal to $2.50 per share. As
a result, we issued to investors warrants to purchase an aggregate of 500,000
shares of common stock, exercisable at $2.50 per share, expiring March 13,
2012.





Black-Scholes assumptions
                    
                    September 30, 2009
                    
                    
                    January 1, 2009Expected
      life (years)
                    
                    
                    1.7
                    
                    
                    
                    2.0Expected
      volatility
                    
                    
                    82.64
                    %
                    
                    
                    82.51
                    %Risk-free
      interest rate
                    
                    
                    1.5
                    %
                    
                    
                    1.1
                    %Expected
      dividend yield
                    
                    
                    0.0
                    %
                    
                    
                    0.0
                    %





As of
January 1, 2009, we had outstanding warrants to purchase an aggregate of 500,000
shares of common stock.  During the nine months ended September 30,
2009, warrants to purchase 3,333 shares of common stock were exercised by
cashless exercise and as a result, a total of 911 shares of common stock were
issued.  As of September 30, 2009, we had outstanding warrants to
purchase an aggregate of 496,667 shares of common stock.





Summary


On
January 1, 2009, in connection with our adoption of EITF 07-5, we reclassified
from additional paid-in capital, as a cumulative effect adjustment, $366,612 to
beginning retained earnings and $2,399,538 to a long-term warrant liability to
recognize the fair value of such warrants on such date.




Page - 11
-




The
following table summarizes the warrant activity for the nine months ended
September 30, 2009:





Pre-
                  Acquisition
                  Warrants
                
                
                Investor
                  Warrants @
                  $0.30 per
                  share
                
                
                Investor
                  Warrants @
                  $2.50 per
                  share
                
                
                TotalShares
      outstanding as of January 1, 2009
                
                
                225,000
                
                
                
                980,000
                
                
                
                500,000
                
                
                
                1,705,000Shares
      exercised
                
                
                2,000
                
                
                
                167,000
                
                
                
                3,333
                
                
                
                172,333Fair
      value of shares exercised
                
                $
                7,584
                
                
                $
                424,846
                
                
                $
                10,507
                
                
                $
                442,937Realized
      (loss) on shares exercised
                
                $
                (479
                )
                
                $
                (87,536
                )
                
                $
                (3,276
                )
                
                $
                (91,291
                )Shares
      amended
                
                
                -
                
                
                
                91,570
                
                
                
                -
                
                
                
                91,570Fair
      value of shares amended
                
                $
                -
                
                
                $
                290,968
                
                
                $
                -
                
                
                $
                290,968Realized
      gain on shares amended
                
                $
                -
                
                
                $
                35,363
                
                
                $
                -
                
                
                $
                35,363Shares
      outstanding as of September 30, 2009
                
                
                223,000
                
                
                
                721,430
                
                
                
                496,667
                
                
                
                1,441,097Unrealized
      (loss) on shares outstanding as of September 30, 2009
                
                $
                (259,373
                )
                
                $
                (989,097
                )
                
                $
                (384,225
                )
                
                $
                (1,632,695
                )Fair
      value of shares outstanding as of September 30, 2009
                
                $
                680,490
                
                
                $
                2,208,156
                
                
                $
                832,221
                
                
                $
                3,720,867





The
following table summarizes the warrant activity for the three months ended
September 30, 2009:





Pre-
                  Acquisition
                  Warrants
                
                
                Investor
                  Warrants @
                  $0.30 per
                  share
                
                
                Investor
                  Warrants @
                  $2.50 per
                  share
                
                
                TotalShares
      outstanding as of June 30, 2009
                
                
                225,000
                
                
                
                823,000
                
                
                
                500,000
                
                
                
                1,548,000Shares
      exercised
                
                
                2,000
                
                
                
                10,000
                
                
                
                3,333
                
                
                
                15,333Fair
      value of shares exercised
                
                $
                7,584
                
                
                $
                31,525
                
                
                $
                10,507
                
                
                $
                49,616Realized
      gain (loss) on shares exercised
                
                $
                (479
                )
                
                $
                4,112
                
                
                $
                (3,276
                )
                
                $
                357Shares
      amended
                
                
                -
                
                
                
                91,570
                
                
                
                -
                
                
                
                91,570Fair
      value of shares amended
                
                $
                -
                
                
                $
                290,968
                
                
                $
                -
                
                
                $
                290,968Realized
      gain on shares amended
                
                $
                -
                
                
                $
                35,363
                
                
                $
                -
                
                
                $
                35,363Shares
      outstanding as of September 30, 2009
                
                
                223,000
                
                
                
                721,430
                
                
                
                496,667
                
                
                
                1,441,097Unrealized
      gain on shares outstanding as of September 30, 2009
                
                $
                111,682
                
                
                $
                362,830
                
                
                $
                245,418
                
                
                $
                719,930Fair
      value of shares outstanding as of September 30, 2009
                
                $
                680,490
                
                
                $
                2,208,156
                
                
                $
                832,221
                
                
                $
                3,720,867





As of
September 30, 2009, we had outstanding warrants to purchase an aggregate of
1,912,667 shares of common stock, of which warrants to purchase 1,441,097 shares
of common stock were subject to derivative accounting for warrants, at an
average exercise price of $1.32 and have reserved shares of our common stock for
issuance in connection with the potential exercise thereof.




NOTE
      6.
            Fair
      Value Measurements




As a
result of the adoption of derivative accounting for warrants, the Company is
also required to disclose the fair value measurements required by the fair value
measurement guidance.  The derivative financial instruments recorded
at fair value in the balance sheet as of September 30, 2009 are categorized
based upon the level of judgment associated with the inputs used to measure
their fair value.




Page - 12
-




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 valuation
inputs within the fair value hierarchy utilized to measure fair
value:





Total
                    
                    
                    Quoted prices in
                      active markets for
                      identical assets
                      (Level 1)
                    
                    
                    Significant other
                      observable inputs
                      (Level 2)
                    
                    
                    Significant
                      unobservable
                      inputs
                      (Level 3)Derivative
      financial instruments
                    
                    $
                    3,720,867
                    
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    3,720,867





Equity-linked
financial instruments consist of stock warrants issued by the Company that
contain a strike price adjustment feature.  In accordance with
derivative accounting for warrants, we calculated the fair value of warrants
using the Black-Scholes option pricing model and the assumptions used are
described in Note 5, “Fair Value of Warrants”.  During the nine months
ended September 30, 2009, we recognized a $1,632,695 unrealized loss and a
$55,928 realized loss related to the change in fair value of the financial
instruments which is included in Other Income on the Statement of
Operations.





The
following table reflects the activity for liabilities measured at fair value
using Level 3 inputs for the nine months ended September 30, 2009:





Initial
      recognition of equity-linked financial instruments as of January 1,
      2009
                    
                    $
                    2,766,150Transfers
      into level 3
                    
                    
                    —Transfers
      out of level 3
                    
                    
                    (290,968
                    )Sales
      of equity-linked financial instruments
                    
                    
                    (442,937
                    )Realized
      loss related to the change in fair value
                    
                    
                    55,927Unrealized
      loss related to the change in fair value
                    
                    
                    1,632,695Balance
      as of September 30, 2009
                    
                    $
                    3,720,867




NOTE
      7.
            Income
      Tax Matters




Our
effective tax rate differs from the expected tax rate primarily due to permanent
differences related to stock-based compensation and derivatives related to
warrants.  The change in our effective tax rate from prior periods is
primarily due to the relation of our taxable income relative to pre-tax income
and the ability to effectively determine our annualized effective tax
rate.  For the nine months ended September 30, 2009, we recorded
income tax expense of $402,000 and for the three months ended September 30,
2009, we recorded income tax expense of $249,000.  Management
continues to apply a valuation allowance against certain deferred tax assets
because of a limited history of taxable income, the long-term nature of the
deferred tax asset and certain limitations regarding the utilization of the net
operating loss carryforwards. The Company’s ability to utilize its net operating
loss carryforwards and research and development credit is currently limited due
to limitations on change of control under Section 382 of the Internal Revenue
Code. Accordingly, we have fully reserved for the net operating loss
carryforwards and research and development credit as we do not expect to derive
any future benefit from them.




NOTE
      8.
            Subsequent
      Events




Subsequent
events have been evaluated through November 12, 2009, the date financial
statements are filed with the SEC.  Through that date, there were no
events requiring disclosure.




Page - 13
-




ITEM
      2.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS




Information included in this section
and elsewhere in this Quarterly Report on Form 10-Q contains forward-looking
statements regarding the business, operations and financial condition of Conmed
Healthcare Management, Inc. (together with its consolidated subsidiaries, the
“Company”, “we”, “us”, or “our” unless otherwise specified or the context
otherwise requires) 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 (the "Exchange Act"). This information may involve known and unknown
risks, uncertainties and other factors which may cause our actual results,
performance or achievements to be materially different from our future results,
performance or achievements expressed or implied by any forward-looking
statements. Forward-looking statements, which involve assumptions and describe
our future plans, strategies and expectations, and other statements that are not
historical facts, are generally identifiable by use of the words "may," "will,"
"should," "expect," "anticipate," "estimate," "believe," "intend," “plan,”
“potential” or "project" or the negative of these words or other variations on
these words or comparable terminology. These forward-looking statements are
based on assumptions that may be incorrect, and there can be no assurance that
these projections included in these forward-looking statements will come to
pass. Our actual results could differ materially from those expressed or implied
by the forward-looking statements as a result of various factors. We caution you
not to place undue reliance on these forward-looking statements. Such
forward-looking statements relate only to events as of the date on which the
statements are made. We undertake no obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise,
even if experience or future changes make it clear that any projected results or
events expressed or implied therein will not be realized. You are advised,
however, to consult any further disclosures we make in future public statements
and press releases.More detailed information about us
and the risk factors that may affect the realization of forward-looking
statements is set forth in our filings with the Securities and Exchange
Commission (the “SEC”), including Amendment No. 1 to our Annual Report on Form
10-K/A for the year ended December 31, 2008, filed with the SEC on July 14,
2009. Investors and security holders are urged to read this document free of
charge on the SEC's web site at www.sec.gov.




General




Prior to
January 26, 2007, the Company was classified as a shell company and had no
ongoing operations, minimal operating expenses, no employees and operated under
the name Pace Healthcare Management Systems, Inc.





On
January 26, 2007, we acquired Conmed, Inc., a provider of correctional
healthcare services since 1984 (the “Acquisition”). Conmed, Inc. was formed as a
corporation on June 10, 1987 in the State of Maryland for the purpose of
providing healthcare services exclusively to county detention centers located in
Maryland. As Conmed, Inc. developed, it accepted more contracts for additional
services including pharmacy and out-of-facility healthcare expenses. In 2000,
Conmed, Inc. served more than 50% of the county detention healthcare services
market in Maryland. In 2003, Conmed, Inc. elected to seek contracts outside of
Maryland and by December 2006, it had secured contracts in four states. In
January 2007, Conmed, Inc. was in contract with and serviced 18 detention
centers and facilities at the county level in the United States. As a result of
the Acquisition, Conmed, Inc. is a wholly-owned subsidiary of the Company and
the business of Conmed, Inc. is now our primary business. As of September 30,
2009 the Company was servicing detention facilities in thirty-six counties and
seven states. Our services also include the mental health offerings provided by
our wholly-owned subsidiary Correctional Mental Health Services, LLC
(“CMHS”).




Critical
Accounting Policies




The
discussion and analysis of our financial condition and results of operations are
based upon our condensed financial statements. These condensed 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 and related medical
expense accruals and amortization and potential impairment of intangible assets
and goodwill and stock-based compensation expense. As these are condensed
financial statements, one 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”,
included in Amendment No. 1 to our Annual Report on Form 10-K/A for the year
ended December 31, 2008, filed with the SEC on July 14, 2009. There have been no
material changes to our critical accounting policies and estimates from the
information provided in our Form 10-K/A for the year ended December 31,
2008.




Page - 14
-




Recently
Adopted Accounting Standards




Effective
January 1, 2009, we adopted the revised business combination accounting
standards and it did not have a material impact on our financial position or
results of operations. This standard applies to all transactions in which an
entity obtains control of one or more businesses. This standard requires an
acquirer to recognize the assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree at their fair values, with limited
exceptions, as of the acquisition date. Goodwill is to be recognized as a
residual. If the acquisition-date fair value exceeds the consideration
transferred, a gain is to be recognized. This standard generally requires that
acquisition costs be expensed. This standard became effective for business
combinations for which the acquisition date is on or after January 1,
2009.





Effective
January 1, 2009, we adopted guidance on noncontrolling interests and it did not
have a material impact on our financial position or results of operations.
Companies are required to report ownership interest in subsidiaries held by
other parties (minority interest) to be clearly identified, labeled and
presented in the consolidated statement of financial condition separately within
the equity section. The amount of consolidated net income attributable to the
parent company and to the noncontrolling interest is to be clearly identified
and presented on the face of the consolidated statement of income.





Effective
January 1, 2009, we adopted derivative accounting on warrants that are indexed
to an entity’s own stock.  Details related to our adoption of this
standard and its impact on our financial position and results of operations are
discussed in more detail elsewhere in this Management’s Discussion and Analysis
of Financial Condition and Results of Operations and in the accompanying Notes
to the Unaudited Condensed Consolidated Financial Statements.





Effective
with the quarter ended June 30, 2009, we adopted guidance on interim disclosures
about fair value of financial instruments and it did not have a material impact
on our financial position or results of operations.  This guidance
requires disclosures about fair value of financial instruments in interim and
annual financial statements.





Effective
with the quarter ended June 30, 2009, we adopted guidance on subsequent events
and it did not have a material impact on our financial position or results of
operations.  This guidance establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before
financial statements are issued.





Effective
with the quarter ended September 30, 2009, we adopted The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles.  The FASB Accounting Standards Codification
(“Codification”) will become the source of authoritative U.S. GAAP recognized by
the FASB to be applied by nongovernmental entities.  Rules and
interpretive releases of the SEC under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants.  On the
effective date the Codification will supersede all then-existing non-SEC
accounting and reporting standards.  All other non-grandfathered
non-SEC accounting literature not included in the Codification will become
non-authoritative.  This standard is effective for financial
statements issued for interim and annual periods ending after September 15,
2009.  In the FASB’s view, the issuance of the Codification will not
change GAAP, except for those nonpublic nongovernmental entities that must now
apply the American Institute of Certified Public Accountants Technical Inquiry
Service Section 5100, “Revenue Recognition”, paragraphs 38-76.




New
Accounting Pronouncements




None.




Page - 15
-




Results
of Operations




Three
Months Ended September 30, 2009 compared to Three Months Ended September 30,
2008


The
following discussion of financial results below is derived from unaudited
financial statements for the three months ended September 30, 2009 and
2008.





Three Months Ended
                  September 30, 2009
                
                
                Three Months Ended
                  September 30, 2008Amount
                
                
                % of
                  Revenue
                
                
                Amount
                
                
                % of
                  RevenueService
      contract revenue
                
                $
                13,643,317
                
                
                
                100.0
                %
                
                $
                11,531,168
                
                
                
                100.0
                %HEALTHCARE
      EXPENSES:Salaries,
      wages and employee benefits
                
                
                7,900,235
                
                
                
                57.9
                %
                
                
                5,975,707
                
                
                
                51.8
                %Medical
      expenses
                
                
                2,485,024
                
                
                
                18.2
                %
                
                
                3,042,867
                
                
                
                26.4
                %Other
      operating expenses
                
                
                524,950
                
                
                
                3.8
                %
                
                
                446,228
                
                
                
                3.9
                %Total
      healthcare expenses
                
                
                10,910,209
                
                
                
                80.0
                %
                
                
                9,464,802
                
                
                
                82.1
                %Gross
      profit
                
                
                2,733,108
                
                
                
                20.0
                %
                
                
                2,066,366
                
                
                
                17.9
                %OPERATING
      EXPENSES:Selling,
      general & administrative expenses
                
                
                2,014,378
                
                
                
                14.8
                %
                
                
                1,490,008
                
                
                
                12.9
                %Depreciation
      and amortization
                
                
                387,392
                
                
                
                2.8
                %
                
                
                504,295
                
                
                
                4.4
                %Total
      operating expenses
                
                
                2,401,770
                
                
                
                17.6
                
                
                
                1,994,303
                
                
                
                17.3
                %Operating
      income
                
                
                331,338
                
                
                
                2.4
                %
                
                
                72,062
                
                
                
                0.6
                %OTHER
      INCOME (EXPENSE)Interest
      income
                
                
                16,547
                
                
                
                0.1
                %
                
                
                37,934
                
                
                
                0.3
                %Interest
      expense
                
                
                (819
                )
                
                
                0.0
                %
                
                
                (1,527
                )
                
                
                0.0
                %Change
      in fair value of derivatives
                
                
                755,650
                
                
                
                5.5
                %
                
                
                —
                
                
                
                0.0
                %Total
      other income (expense)
                
                
                771,378
                
                
                
                5.7
                %
                
                
                36,407
                
                
                
                0.3
                %Income
      before income taxes
                
                
                1,102,716
                
                
                
                8.1
                %
                
                
                108,470
                
                
                
                0.9
                %Income
      tax expense
                
                
                249,000
                
                
                
                1.8
                %
                
                
                —
                
                
                
                0.0
                %Net
      income
                
                $
                853,716
                
                
                
                6.3
                %
                
                $
                108,470
                
                
                
                0.9
                %





Revenues


Net
revenue from medical services provided primarily to correctional institutions
for the three months ended September 30, 2009 and 2008, was $13,643,317 and
$11,531,168, respectively, which represents an increase of $2,112,149 or 18.3%.
Net income was $853,716 or 6.3% of revenue compared to a net income of $108,470
or 0.9% of revenue for the three months ended September 30, 2009 and 2008,
respectively, which represented increased income of $745,246.





Approximately
$1,990,569 or 94.2% of the increase in revenue for the three months ended
September 30, 2009 compared to the same period for the prior year resulted from
the addition of contracts signed with new jurisdictions since June 30, 2008:
Caroline County, MD; Coos County, OR; Creek County, OK; Pima County, AZ;
Washington County, MD; and Western Virginia Regional Jail,
VA.  Revenues also increased as a result of the acquisition of CMHS on
November 4, 2008. Revenue improvement totaling approximately $345,887, or 16.4%
of the increase, resulted primarily from expansion of the services provided
under a number of our existing contracts in which we were providing services
prior to 2008. Price increases related to existing service requirements totaled
approximately $345,347 or 16.4% of the revenue increase. Partially offsetting
the above were decreases in other volume related activities totaling $569,654,
or 27.0% of revenue, primarily associated with a decrease in stop/loss
reimbursements due to reduced out of facility medical expenditures in excess of
stop/loss limits billed back to counties.




Page - 16
-




Healthcare
Expenses


Salaries
and employee benefits


Salaries
and employee benefits for healthcare employees were $7,900,235 or 57.9% of
revenue for the three months ended September 30, 2009, compared to $5,975,707 or
51.8% of revenue for the three months ended September 30, 2008. The increase in
spending for salaries and employee benefits of $1,924,528 or 32.2% is due
primarily to the addition of new healthcare employees resulting from new
business. Approximately 59% of the increase related to new healthcare employees
required to support the staffing requirements for our new medical service
contracts as detailed above and approximately 19% in the increase relates to the
salaries and employee benefits for the new mental health employees related to
the CMHS acquisition in November 2008.  Additional services related to
previously existing medical service contracts plus cost-of-living and wage and
benefit adjustments for existing employees accounted for the remainder of the
increase. The increase in salaries and employee benefits as a percentage of
revenue is due to a change in the mix of expense for salaries and benefits.
Several of our new medical service contracts plus the mental health contracts
related to the CMHS acquisition have a higher proportion of staffing services
compared to our previously existing contracts and as a result these new
contracts increased the mix of salaries and employee benefits as a percentage of
total revenue.





Medical
expenses


Medical
expenses for the three months ended September 30, 2009 and 2008 were $2,485,024
or 18.2% of revenue and $3,042,867 or 26.4% of revenue, respectively, which
represented a decrease of $557,843 or 18.3%. The decrease in spending for
medical expenses in absolute dollars despite the increase in revenue reflects
decreases for reimbursable expenditures for hospitalization and pharmacy costs.
Additionally, the mental health services provided by CMHS, as a subcontractor,
to Conmed prior to the acquisition of CMHS on November 4, 2008 were being
recorded as independent contractor medical expenses totaling approximately
$223,000.  Following the acquisition, those expenses are primarily
recorded as salaries and employee benefits. The reduction in spending as a
percentage of revenue results from the favorable mix factor generated from the
new staffing services and the CMHS acquisition as detailed above. Finally, the
new contracts entered into since June 30, 2008 have a lower ratio of medical
expenses compared to our previously existing contracts, which reduced the mix of
medical expenses as a percentage of total revenue.





Other
operating expenses


Other
operating expenses were $524,950, or 3.8% of revenue, for the three months ended
September 30, 2009, compared to $446,228, or 3.9% of revenue, for the three
months ended September 30, 2008. The increase of $78,722 in spending is
primarily related to the increase in the number of inmates served as a result of
the new service contracts and reflects increased spending for employment
advertising and recruiting, professional liability insurance, legal expenses,
office supplies and travel expenses.





Operating
Expenses


Selling,
general and administrative expenses


Selling,
general and administrative expenses for the three months ended September 30,
2009 and 2008 were $2,014,378 or 14.8% of revenue and $1,490,008 or 12.9% of
revenue, respectively. The increased expenditures of $524,370 primarily reflects
an increased investment in additional management and administrative personnel
required to support new contracts and services added in 2008 and 2009 plus
higher travel, legal and accounting expenses. Stock based compensation for the
three months ended September 30, 2009 and 2008 was $151,328 and $159,974,
respectively.





Depreciation
and amortization


Depreciation
and amortization primarily reflects the amortization of intangible assets
related to the acquisition of Conmed, Inc. in January 2007, the purchase of
medical service contracts from Emergency Medicine Documentation Consultants,
P.C. (“EMDC”) in February 2008 and the acquisition of CMHS in November 2008.
Amortization of service contracts acquired was $230,000, or 1.7% of revenue, for
the three months ended September 30, 2009, compared to $389,000, or 3.4% of
revenue, for the three months ended September 30, 2008. The decrease primarily
reflects a decrease in amortization expense related to the Conmed, Inc.
acquisition and EMDC asset purchase as certain individual contracts acquired
have become fully amortized, which was partially offset by amortization expense
for mental health service contracts acquired in the CMHS acquisition in November
2008 partially offsetting the above.  Amortization of non-compete
agreements was $96,000, or 0.7% of revenue, for the three months ended September
30, 2009, compared to $82,000, or 0.7% of revenue, for the three months ended
September 30, 2008. The increase reflects an additional non-compete agreement
related to the acquisition of CMHS. Depreciation expense increased to $61,392
for the three months ended September 30, 2009 compared to $33,295 for the prior
year period due primarily to capital expenditures associated with vehicle
purchases, a new corporate accounting system and computer equipment in our Pima
County, AZ facility.




Page - 17
-


Interest
income
 Interest
income was $16,547 for the three months ended September 30, 2009 compared to
$37,934 for the same period in 2008. Average cash balances in the third quarter
of 2009 were higher compared to the third quarter of 2008, however the lower
interest income reflects reduced short-term interest rates during the
period.
 
 Interest
expense
 Interest
expense for the third quarter decreased to $819 in 2009 compared to $1,527 in
the same period in 2008.
 
 Change
in fair value of derivatives
 As a
result of adopting derivative accounting for warrants effective January 1, 2009,
1,705,000 of our issued and outstanding common stock purchase warrants
previously treated as equity were no longer afforded equity treatment and as a
result they are now being recorded as a liability based on fair value
estimates.  These common stock purchase warrants do not trade in an
active securities market, and as such, we estimate the fair value of these
warrants using the Black-Scholes option pricing model and all changes in the
fair value of these warrants will be recognized currently in earnings until such
time as the warrants are exercised, amended or expire.  As such, on
January 1, 2009, we reclassified from additional paid-in capital, as a
cumulative effect adjustment, $366,612 to beginning retained earnings and
$2,399,538 to a long-term warrant liability to recognize the fair value of such
warrants on such date.
 
 During
the three months ended September 30, 2009, warrants to purchase 15,333 shares of
common stock were exercised by cashless exercise and as a result, a total of
11,893 shares of common stock were issued.  During the three months
ended September 30, 2009, warrants to purchase 91,570 shares of common stock
were amended and are now treated as equity.
 
 The
following table summarizes the warrant activity for the three months ended
September 30, 2009:
 
 Pre-Acquisition
                        Warrants
                      
                      
                      Investor
                        Warrants @
                        $0.30 per
                        share
                      
                      
                      Investor
                        Warrants @
                        $2.50 per
                        share
                      
                      
                      TotalShares
      outstanding as of June 30, 2009
                      
                      
                      225,000
                      
                      
                      
                      823,000
                      
                      
                      
                      500,000
                      
                      
                      
                      1,548,000Shares
      exercised
                      
                      
                      2,000
                      
                      
                      
                      10,000
                      
                      
                      
                      3,333
                      
                      
                      
                      15,333Fair
      value of shares exercised
                      
                      $
                      7,584
                      
                      
                      $
                      31,525
                      
                      
                      $
                      10,507
                      
                      
                      $
                      49,616Realized
      gain (loss) on shares exercised
                      
                      $
                      (479
                      )
                      
                      $
                      4,112
                      
                      
                      $
                      (3,276
                      )
                      
                      $
                      357Shares
      amended
                      
                      
                      -
                      
                      
                      
                      91,570
                      
                      
                      
                      -
                      
                      
                      
                      91,570Fair
      value of shares amended
                      
                      $
                      -
                      
                      
                      $
                      290,968
                      
                      
                      $
                      -
                      
                      
                      $
                      290,968Realized
      gain on shares amended
                      
                      $
                      -
                      
                      
                      $
                      35,363
                      
                      
                      $
                      -
                      
                      
                      $
                      35,363Shares
      outstanding as of September 30, 2009
                      
                      
                      223,000
                      
                      
                      
                      721,430
                      
                      
                      
                      496,667
                      
                      
                      
                      1,441,097Unrealized
      gain on shares outstanding as of September 30, 2009
                      
                      $
                      111,682
                      
                      
                      $
                      362,830
                      
                      
                      $
                      245,418
                      
                      
                      $
                      719,930Fair
      value of shares outstanding as of September 30, 2009
                      
                      $
                      680,490
                      
                      
                      $
                      2,208,156
                      
                      
                      $
                      832,221
                      
                      
                      $
                      3,720,867
 
 Income
tax expense
 Our
effective tax rate differs from the expected tax rate primarily due to permanent
differences related to stock-based compensation and derivatives related to
warrants.  The change in our effective tax rate from prior periods is
primarily due to the relation of our taxable income relative to pre-tax income
and the ability to effectively determine our annualized effective tax
rate.  For the three months ended September 30, 2009, we recorded
income tax expense of $249,000.  Management continues to apply a
valuation allowance against certain deferred tax assets because of a limited
history of taxable income, the long-term nature of the deferred tax asset and
certain limitations regarding the utilization of the net operating loss
carryforwards. The Company’s ability to utilize its net operating loss
carryforwards and research and development credit is currently limited due to
limitations on change of control under Section 382 (“Section 382”) of the
Internal Revenue Code (“IRC”). Accordingly, we have fully reserved for the net
operating loss carryforwards and research and development credit as we do not
expect to derive any future benefit from them.
  Page - 18
-
 
 Nine
Months Ended September 30, 2009 compared to Nine Months Ended September 30,
2008
 The
following discussion of financial results below is derived from unaudited
financial statements for the nine months ended September 30, 2009 and
2008.
 
 Nine Months Ended
                    September 30, 2009
                  
                  
                  Nine Months Ended
                    September 30, 2008Amount
                  
                  
                  % of
                    Revenue
                  
                  
                  Amount
                  
                  
                  % of
                    RevenueService
      contract revenue
                  
                  $
                  38,775,309
                  
                  
                  
                  100.0
                  %
                  
                  $
                  28,362,281
                  
                  
                  
                  100.0
                  %HEALTHCARE
      EXPENSES:Salaries,
      wages and employee benefits
                  
                  
                  22,138,330
                  
                  
                  
                  57.1
                  %
                  
                  
                  14,695,467
                  
                  
                  
                  51.8
                  %Medical
      expenses
                  
                  
                  7,248,420
                  
                  
                  
                  18.7
                  %
                  
                  
                  7,702,791
                  
                  
                  
                  27.2
                  %Other
      operating expenses
                  
                  
                  1,388,780
                  
                  
                  
                  3.6
                  %
                  
                  
                  933,932
                  
                  
                  
                  3.3
                  %Total
      healthcare expenses
                  
                  
                  30,775,530
                  
                  
                  
                  79.4
                  %
                  
                  
                  23,332,190
                  
                  
                  
                  82.3
                  %Gross
      profit
                  
                  
                  7,999,779
                  
                  
                  
                  20.6
                  %
                  
                  
                  5,030,091
                  
                  
                  
                  17.7
                  %OPERATING
      EXPENSES:Selling,
      general & administrative expenses
                  
                  
                  5,774,101
                  
                  
                  
                  14.9
                  %
                  
                  
                  4,574,429
                  
                  
                  
                  16.1
                  %Depreciation
      and amortization
                  
                  
                  1,627,951
                  
                  
                  
                  4.2
                  %
                  
                  
                  1,533,870
                  
                  
                  
                  5.4
                  %Total
      operating expenses
                  
                  
                  7,402,052
                  
                  
                  
                  19.1
                  %
                  
                  
                  6,108,299
                  
                  
                  
                  21.5
                  %Operating
      income (loss)
                  
                  
                  597,727
                  
                  
                  
                  1.5
                  %
                  
                  
                  (1,078,208
                  )
                  
                  
                  (3.8
                  )%OTHER
      INCOME (EXPENSE)Interest
      income
                  
                  
                  61,127
                  
                  
                  
                  0.2
                  %
                  
                  
                  145,085
                  
                  
                  
                  0.5
                  %Interest
      expense
                  
                  
                  (7,991
                  )
                  
                  
                  0.0
                  %
                  
                  
                  (4,721
                  )
                  
                  
                  0.0
                  %Change
      in fair value of derivatives
                  
                  
                  (1,688,623
                  )
                  
                  
                  (4.4
                  )%
                  
                  
                  —
                  
                  
                  
                  0.0
                  %Total
      other income (expense)
                  
                  
                  (1,635,487
                  )
                  
                  
                  (4.2
                  )%
                  
                  
                  140,364
                  
                  
                  
                  0.5
                  %(Loss)
      before income taxes
                  
                  
                  (1,037,760
                  )
                  
                  
                  (2.7
                  )%
                  
                  
                  (937,844
                  )
                  
                  
                  (3.3
                  )%Income
      tax expense
                  
                  
                  402,000
                  
                  
                  
                  1.0
                  %
                  
                  
                  —
                  
                  
                  
                  0.0
                  %Net
      (loss)
                  
                  $
                  (1,439,760
                  )
                  
                  
                  (3.7
                  )%
                  
                  $
                  (937,844
                  )
                  
                  
                  (3.3
                  )%
 
 Revenues
 Net
revenue from medical services provided primarily to correctional institutions
for the nine months ended September 30, 2009 and 2008, was $38,775,309 and
$28,362,281, respectively, which represents an increase of $10,413,028 or 36.7%.
Net loss was $1,439,760 or 3.7% of revenue compared to a net loss of $937,844 or
3.3% of revenue for the nine months ended September 30, 2009 and 2008,
respectively.
 
 Approximately
$9,736,502 or 93.5% of the increase in revenue for the nine months ended
September 30, 2009 compared to the same period for the prior year resulted from
the addition of the following new medical service contracts since December 31,
2007: Caroline County, MD; Chesapeake City, VA; Coos County, OR; Creek County,
OK; Douglas County, OR; Pima County, AZ; Washington County, MD; and Western
Virginia Regional Jail, VA.  Revenues also increased as a result of
the contracts in Oregon which we acquired when we purchased all of the assets of
EMDC in February 2008, plus the revenue generated from the acquisition of CMHS
on November 4, 2008. Revenue improvement totaling approximately $584,117, or
5.6% of the increase, resulted primarily from expansion of the services provided
under a number of our existing contracts in which we were providing services
prior to 2008. Price increases related to existing service requirements totaled
approximately $1,362,382 or 13.1% of the revenue increase. Partially offsetting
the above were decreases in other volume related activities totaling $1,269,971,
or 12.2% of revenue, primarily associated with a decrease in stop/loss
reimbursements due to reduced out of facility medical expenditures in excess of
stop/loss limits billed back to counties.
  Page - 19
-
  Healthcare
Expenses
 Salaries
and employee benefits
 Salaries
and employee benefits for healthcare employees were $22,138,330 or 57.1% of
revenue for the nine months ended September 30, 2009, compared to $14,695,467 or
51.8% of revenue for the nine months ended September 30, 2008. The increase in
spending for salaries and employee benefits of $7,442,863 or 50.6% is due
primarily to the addition of new healthcare employees resulting from new
business. Approximately 63% of the increase related to new healthcare employees
required to support the staffing requirements for our new medical service
contracts as detailed above and approximately 19% in the increase relates to the
salaries and employee benefits for the new mental health employees related to
the CMHS acquisition in November 2008.  Additional medical services
related to previously existing medical service contracts plus cost-of-living and
wage and benefit adjustments for existing employees accounted for the remainder
of the increase. The increase in salaries and employee benefits as a percentage
of revenue is due to a change in the mix of expense for salaries and benefits.
Several of our new medical service contracts plus the mental health contracts
related to the CMHS acquisition have a higher proportion of staffing services
compared to our previously existing contracts.  As a result, these new
contracts increased the mix of salaries and employee benefits as a percentage of
total revenue.
 
 Medical
expense
 Medical
expenses for the nine months ended September 30, 2009 and 2008 were $7,248,420
or 18.7% of revenue and $7,702,791 or 27.2% of revenue, respectively, which
represented a decrease of $454,371 or 5.9%. The decrease in spending for medical
expenses in absolute dollars, despite the increase in revenue, reflects
decreases for reimbursable expenditures for hospitalization and pharmacy costs.
Additionally, the mental health services provided by CMHS, as a subcontractor,
to Conmed prior to the acquisition of CMHS on November 4, 2008 were being
recorded as independent contractor medical expenses totaling approximately
662.000.  Following the acquisition, those expenses are primarily
recorded as salaries and employee benefits. The reduction in spending as a
percentage of revenue results from the favorable mix factor generated from the
new staffing services and the CMHS acquisition as detailed above. Finally, the
new contracts entered into in 2008 and 2009 have a lower ratio of medical
expenses compared to our previously existing contracts, which reduced the mix of
medical expenses as a percentage of total revenue.
 
 Other
operating expenses
 Other
operating expenses were $1,388,780, or 3.6% of revenue, for the nine months
ended September 30, 2009, compared to $933,932, or 3.3% of revenue, for the nine
months ended September 30, 2008. The increase of $454,848 is directly related to
the increase in the number of inmates served as a result of the new service
contracts and reflects increased spending for employment advertising and
recruiting, professional liability insurance, legal expenses and office supplies
partially offset by a reduction in travel expenses.
 
 Operating
Expenses
 Selling,
general and administrative expenses
 Selling,
general and administrative expenses for the nine months ended September 30, 2009
and 2008 were $5,774,101 or 14.9% of revenue and $4,574,429 or 16.1% of revenue,
respectively. The increased expenditures of $1,199,672 reflects an increased
investment in additional management and administrative personnel required to
support additional new contracts and services added in 2008 and 2009, as well as
to sustain the Company during anticipated future growth as well as increased
travel and legal expenses. Stock based compensation for the nine months ended
September 30, 2009 and 2008 was $475,597 and $423,221,
respectively.
 
 Depreciation
and amortization
 Depreciation
and amortization primarily reflects the amortization of intangible assets
related to the acquisition of Conmed, Inc. in January 2007, the purchase of
medical service contracts from EMDC in February 2008 and the acquisition of CMHS
in November 2008. Amortization of service contracts acquired was $1,187,000, or
3.8% of revenue, for the nine months ended September 30, 2009, compared to
$1,225,000, or 4.3% of revenue, for the nine months ended September 30, 2008.
The increase primarily reflects a decrease in amortization expense related to
the Conmed, Inc. acquisition and EMDC asset purchase as certain individual
contracts acquired have become fully amortized partially offset by additional
amortization expense for service contracts acquired in the CMHS acquisition in
November 2008. Amortization of non-compete agreements was $289,000, or 0.8% of
revenue, for the nine months ended September 30, 2009, compared to $236,000, or
0.8% of revenue, for the nine months ended September 30, 2008. The increase
primarily reflects an additional non-compete agreement related to the
acquisition of CMHS. Depreciation expense increased to $151,951 for the nine
months ended September 30, 2009 compared to $72,870 for the prior year period
due primarily to capital expenditures associated with the new corporate office
in Hanover, Maryland, vehicle purchases, a new corporate accounting system, and
computer equipment in our Pima County, AZ facility.
  Page - 20
-
 
 Interest
income
 Interest
income was $61,127 for the nine months ended September 30, 2009 compared to
$145,085 for the same period in 2008. Average cash balances in the first nine
months of 2009 were higher compared to the first nine months of 2008, however
the lower interest income reflects reduced short-term interest rates during the
period.
 
 Interest
expense
 Interest
expense for the first nine months increased to $7,991 in 2009 compared to $4,721
in the same period in 2008.
 
 Change
in fair value of derivatives
 As a
result of adopting derivative accounting for warrants effective January 1, 2009,
1,705,000 of our issued and outstanding common stock purchase warrants
previously treated as equity were no longer afforded equity treatment and as a
result they are now being recorded as a liability based on fair value
estimates.  These common stock purchase warrants do not trade in an
active securities market, and as such, we estimate the fair value of these
warrants using the Black-Scholes option pricing model and all changes in the
fair value of these warrants will be recognized currently in earnings until such
time as the warrants are exercised, amended or expire.  As such, on
January 1, 2009, we reclassified from additional paid-in capital, as a
cumulative effect adjustment, $366,612 to beginning retained earnings and
$2,399,538 to a long-term warrant liability to recognize the fair value of such
warrants on such date.
 
 During
the nine months ended September 30, 2009, warrants to purchase 40,000 shares of
common stock were exercised generating $12,000 of net proceeds and warrants to
purchase 132,333 shares of common stock were exercised by cashless exercise and
as a result, a total of 155,783 shares of common stock were issued.
 
 The
following table summarizes the warrant activity for the nine months ended
September 30, 2009:
 
 Pre-Acquisition
                    Warrants
                  
                  
                  Investor
                    Warrants @
                    $0.30 per
                    share
                  
                  
                  Investor
                    Warrants @
                    $2.50 per
                    share
                  
                  
                  TotalShares
      outstanding as of January 1, 2009
                  
                  
                  225,000
                  
                  
                  
                  980,000
                  
                  
                  
                  500,000
                  
                  
                  
                  1,705,000Shares
      exercised
                  
                  
                  2,000
                  
                  
                  
                  167,000
                  
                  
                  
                  3,333
                  
                  
                  
                  172,333Fair
      value of shares exercised
                  
                  $
                  7,584
                  
                  
                  $
                  424,846
                  
                  
                  $
                  10,507
                  
                  
                  $
                  442,937Realized
      (loss) on shares exercised
                  
                  $
                  (479
                  )
                  
                  $
                  (87,536
                  )
                  
                  $
                  (3,276
                  )
                  
                  $
                  (91,291
                  )Shares
      amended
                  
                  
                  -
                  
                  
                  
                  91,570
                  
                  
                  
                  -
                  
                  
                  
                  91,570Fair
      value of shares amended
                  
                  $
                  -
                  
                  
                  $
                  290,968
                  
                  
                  $
                  -
                  
                  
                  $
                  290,968Realized
      gain on shares amended
                  
                  $
                  -
                  
                  
                  $
                  35,363
                  
                  
                  $
                  -
                  
                  
                  $
                  35,363Shares
      outstanding as of September 30, 2009
                  
                  
                  223,000
                  
                  
                  
                  721,430
                  
                  
                  
                  496,667
                  
                  
                  
                  1,441,097Unrealized
      loss on shares outstanding as of September 30, 2009
                  
                  $
                  (259,373
                  )
                  
                  $
                  (989,097
                  )
                  
                  $
                  (384,225
                  )
                  
                  $
                  1,632,695Fair
      value of shares outstanding as of September 30, 2009
                  
                  $
                  680,490
                  
                  
                  $
                  2,208,156
                  
                  
                  $
                  832,221
                  
                  
                  $
                  3,720,867
 
 Income
tax expense
 Our
effective tax rate differs from the expected tax rate primarily due to permanent
differences related to stock-based compensation and derivatives related to
warrants.  The change in our effective tax rate from prior periods is
primarily due to the relation of our taxable income relative to pre-tax income
and the ability to effectively determine our annualized effective tax
rate.  For the nine months ended September 30, 2009, we recorded
income tax expense of $402,000.  Management continues to apply a
valuation allowance against certain deferred tax assets because of a limited
history of taxable income, the long-term nature of the deferred tax asset and
certain limitations regarding the utilization of the net operating loss
carryforwards. The Company’s ability to utilize its net operating loss
carryforwards and research and development credit is currently limited due to
limitations on change of control under Section 382 of the IRC. Accordingly, we
have fully reserved for the net operating loss carryforwards and research and
development credit as we do not expect to derive any future benefit from
them.
  Page - 21
-
  Liquidity
and Capital Resources
  Financing
is generally provided by funds generated from our operating
activities.
 
 Cash as
of September 30, 2009 and September 30, 2008 was $10,119,183 and $8,229,776,
respectively.  We believe that our existing cash balances and
anticipated cash flows from future operations will be sufficient to meet our
normal operating requirements and liquidity needs for at least the next twelve
months.
 
 Cash
flow for the nine months ended September 30, 2009 compared to the nine months
ended September 30, 2008
 Cash flow
from operations for the nine months ended September 30, 2009 totaled $3,111,164.
The net loss of $1,439,760 was offset by $3,415,171 in adjustments for non-cash
expenses such as the change in fair value of derivatives of $1,688,623,
amortization of $1,476,000, stock-based compensation of $475,597 and deferred
income taxes of $377,000.  Changes in working capital components
generated an additional $1,135,753, reflective of increases in accounts payable
of $120,886, accrued expenses of $766,590, income taxes payable of
$220,860 and deferred revenue of $374,888, as well as a decrease in prepaid
expenses of $114,820 partially offset by an increase in accounts receivable of
$462,016.  The increase in accounts payable resulted primarily from
the timing of vendor payments in relation to quarter end.  The
increase in accrued expenses resulted primarily from the addition of new
healthcare employees required to support the increased staffing requirements
from our new medical service contracts in addition to the wage accrual covering
eight additional days as compared to December 31, 2008 partially offset by a
reduction in accrued medical expenses. The increase in income taxes payable
resulted primarily from our increased estimate of taxable income resulting in
taxes payable in excess of scheduled estimated tax payments. The increase
in deferred revenue resulted primarily from an increase in advance customer
payments for services to be provided in the future.  The decrease in
prepaid expenses resulted primarily from a reduction in prepaid professional
liability insurance as September is the end of the primary policy
period.  The increase in accounts receivable resulted primarily from
new medical service contracts added in 2009.
  Cash flow
from operations for the nine months ended September 30, 2008 totaled
$1,750,791.  The net loss of $937,844 was offset by $1,659,348 in
adjustments for non-cash expenses such as amortization of $1,461,000,
stock-based compensation of $423,221 and deferred income taxes of
($300,000).  Changes in working capital components generated an
additional $1,029,287 because of increases in accrued expenses of $2,254,553 and
income taxes payable of $203,260 partially offset by an increase in accounts
receivable of $1,086,746 and prepaid expenses of $277,580 and a decrease in
deferred revenue of $133,923.  The increase in accrued expenses
resulted primarily from increases in estimated medical expenses resulting
primarily from the increase in medical service contracts and accrued wages
resulting primarily from the addition of new healthcare employees required to
support the increased staffing requirements from our new medical service
contracts in addition to the wage accrual covering eight additional days as
compared to December 31, 2007.  The increase in income taxes payable
resulted primarily from an increase in the liability in excess of estimated tax
payments.  The increase in accounts receivable resulted primarily from
new medical service contracts added in 2008.  The increase in prepaid
expenses resulted primarily from the premiums related to the six month extension
of our insurance policies.  The decrease in deferred revenue resulted
primarily from a reduction in advance customer payments.
 
 Cash flow
from investing activities for the nine months ended September 30, 2009 used
$282,339 primarily for purchases of vehicles and equipment.
 
 Cash flow
from investing activities for the nine months ended September 30, 2008 used
$603,771. The asset purchase of EMDC service contracts used $245,853 and
purchases of computer and office equipment primarily related to the new
corporate office in Hanover, Maryland used $357,918.
 
 Cash flow
from financing activities for the nine months ended September 30, 2009 used cash
of $181,782. Payments on the line of credit were $100,000 and payments on loans
were $93,782 which was partially offset by proceeds from warrant exercises of
$12,000.
 
 Cash flow
from financing activities for the nine months ended September 30, 2008 used cash
of $53,964 for payments on loans.
 
 Loans
 As of
September 30, 2009, we had a short-term note payable for
$11,446.
  Page - 22
-
  Off
Balance Sheet Arrangements
 We are
required to provide performance and payment guarantee bonds to county
governments under certain contracts. As of September 30, 2009, we have three
performance bonds totaling $8,042,424 and two payment bonds for $2,855,537,
totaling $10,897,961. The surety issuing the bonds has recourse against our
assets in the event the surety is required to honor the bonds.
 
 Contractual
Obligations
 The
following table presents our expected cash requirements for contractual
obligations outstanding as of September 30, 2009:
 
 Total
                    
                    
                    Due as of
                      9/30/10
                    
                    
                    Due as of
                      9/30/11
                      and
                      9/30/12
                    
                    
                    Due as of
                      9/30/13
                      and
                      9/30/14
                    
                    
                    Due
                      ThereafterNote
      Payable
                    
                    
                    11,446
                    
                    
                    
                    11,446
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —Equipment
      Leases
                    
                    
                    140,714
                    
                    
                    
                    58,630
                    
                    
                    
                    68,716
                    
                    
                    
                    13,368
                    
                    
                    
                    —Automobile
      Leases
                    
                    
                    48,631
                    
                    
                    
                    30,233
                    
                    
                    
                    18,398
                    
                    
                    
                    —
                    
                    
                    
                    —Office
      Space Leased
                    
                    
                    513,836
                    
                    
                    
                    175,139
                    
                    
                    
                    289,290
                    
                    
                    
                    49,407
                    
                    
                    
                    —Total
      Contractual Cash Obligations
                    
                    $
                    714,627
                    
                    
                    $
                    275,448
                    
                    
                    $
                    376,404
                    
                    
                    $
                    62,775
                    
                    
                    $
                    —
 
 Effects
of Inflation
 We do not
believe that inflation and changing prices over the past three years have had a
significant impact on our revenue or results of operations.
 
 Potential
Future Service Contract Revenue
 As of
September 30, 2009, we have entered into 55 agreements with county governments
to provide medical and healthcare services primarily to county and municipal
correctional facilities. Most of these contracts are for multiple years and
include option renewal periods which are, in all cases, at the county's option.
The original terms of the contracts are from one to nine years. These medical
service contracts have potential future service contract revenue of $155 million
as of September 30, 2009, with a weighted-average term of 4.1 years, of which
approximately $35 million relates to the initial contract period and
approximately $120 million relates to the option renewal periods.
  ITEM 3.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
  The
information in this Item is not required to be provided by Smaller Reporting
Companies pursuant to Regulation S-K.
  ITEM 4(T).
              CONTROLS
      AND PROCEDURES
  Evaluation of Disclosure Controls
and Procedures.Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
we evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the
Exchange Act) as of the end of the period covered by this report. Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures as of the end of the
period covered by this report were effective such that the information required
to be disclosed by us in reports filed under the Exchange Act is
(i) recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms and (ii) accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding
disclosure.
 
 Changes in Internal Control over
Financial Reporting.During the most recently completed fiscal quarter,
there has been no change in our internal control over financial reporting that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
  Page - 23
-
  PART
II.  OTHER INFORMATION
 
  ITEM 1.
              LEGAL
      PROCEEDINGS
  There are
no material changes in the legal proceedings pending against us.
  ITEM
      1A.
              RISK
      FACTORS
  The
information in this Item is not required to be provided by Smaller Reporting
Companies.
  ITEM
      2.
              UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
  None
  ITEM
      3.
              DEFAULTS
      UPON SENIOR SECURITIES
  None
  ITEM
      4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS
  None
  ITEM
      5.
              OTHER
      INFORMATION
  None
  ITEM
      6.
              EXHIBITS
  31.1
                Section
      302 Certification of Principal Executive
Officer
 31.2
                Section
      302 Certification of Principal Financial
Officer
 32.1
                  Section
      906 Certification of Principal Executive Officer
 32.2
                  Section
      906 Certification of Principal Financial
Officer
  Page - 24
-
  SIGNATURES
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 Conmed
      Healthcare Management, Inc.November
      12, 2009By /s/ Richard W. TurnerRichard
      W. Turner, Ph.D.Chairman
      and Chief Executive Officer(principal
      executive officer)November
      12, 2009By /s/ Thomas W. FryThomas
      W. FryChief
      Financial Officer and Secretary(principal
      financial officer and principal accounting
  officer)
  Page - 25
-