UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended September 30, 2004 |
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Commission file number 001-09913 |
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KINETIC CONCEPTS, INC.
(Exact name of registrant as specified in its charter)
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Texas |
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74-1891727 |
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(State of Incorporation) |
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(I.R.S. Employer Identification No.) |
8023 Vantage Drive
San Antonio, Texas 78230
Telephone Number: (210) 524-9000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes ___ No X
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Common Stock: 68,424,459 shares as of November 9, 2004
KINETIC CONCEPTS, INC.
INDEX
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to the “safe harbor” created by those sections. The forward-looking statements are based on our current expectations and projections about future events. Discussions containing such forward-looking statements may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this document. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “predicts,” “projects,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” or the negative of these terms and other comparable terminology, including, but not limited to, the following:
- any projections of revenues, earnings, cash balances or cash flow, synergies or other financial items;
- any statements of the plans, strategies and objectives of management for future operations;
- any statements regarding future economic conditions or performance;
- implementing our business strategy;
- attracting and retaining customers;
- obtaining and expanding market acceptance of the products and services we offer;
- competition in our market;
- statements regarding the outcome of pending litigation;
- trends in the mix of rental and sales product mix and from lower-therapy products to capital purchases;
- future demand for V.A.C. systems;
- changes in patient demographics; and
- any statements of assumptions underlying any of the foregoing.
These forward-looking statements are only predictions, not historical facts. These forward-looking statements involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance,
achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. The factors that could contribute to such differences include those discussed under the caption “Risk Factors” in the section
entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained herein, as well as those discussed in our Form 10-K and other filings with the Securities and Exchange Commission. These risks include the
fluctuations in our operating results and the possible inability to meet our expectations or those of our analysts in future periods; intense and growing competition we face; our dependence on our intellectual property; our dependence on new technology; the clinical
efficacy of the V.A.C. relative to alternate devices or therapies; and third party reimbursement policies and collections. You should also consider the risk factors and uncertainties under the caption “Risk Factors” among other things, in evaluating
KCI’s prospects and future financial performance. The occurrence of the events described in the risk factors could harm the business, results of operations and financial condition of KCI. These forward-looking statements are made as of the date of this
Quarterly Report on Form 10-Q. KCI disclaims any obligation to update or alter these forward-looking statements, whether as a result of new information, future events or otherwise.
In this report, unless the context requires otherwise, the words "we," "our," "us," and "KCI" refer to Kinetic Concepts, Inc., together with its consolidated subsidiaries.
TRADEMARKS
The following terms used in this report are our trademarks: AirMaxxis™, AtmosAir™, BariAir®, BariKare®,
BariMaxx® II, BariMaxx®, DynaPulse®, FirstStep®, FirstStep® Advantage™,
FirstStep® Plus, FirstStep Select®, FirstStep Select® Heavy Duty, FluidAir Elite®, FluidAir™ II, KCI®, KinAir™ III, KinAir™ IV, KinAir™ MedSurg™, Kinetic Concepts®,
Kinetic Therapy™, Maxxis® 300, Maxxis® 400, MiniV.A.C.™, PediDyne™, PlexiPulse®, PlexiPulse® AC, Pulse IC™, Pulse SC™, RIK®, RotoProne®, Roto Rest®, Roto Rest® Delta, T.R.A.C.™, The Clinical Advantage®, TheraPulse®, TheraPulse® II, TheraRest®, TriaDyne® II, TriaDyne® Proventa™, TriCell®, V.A.C.®, V.A.C.ATS®™, V.A.C.® Freedom™, V.A.C.® Therapy™, The V.A.C.® System™, Vacuum Assisted Closure® and V.A.C.® Instill™. All other trademarks appearing in this report are the
property of their holders.
PART I - FINANCIAL INFORMATION
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KINETIC CONCEPTS, INC. AND SUBSIDIARIES |
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(in thousands) |
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September 30, |
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December 31, |
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2004 |
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2003 |
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(unaudited) |
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Assets: |
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Current assets: |
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Cash and cash equivalents |
$ 71,536 |
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$ 156,064 |
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Accounts receivable, net |
238,635 |
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199,938 |
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Inventories, net |
33,350 |
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32,253 |
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Deferred income taxes |
24,315 |
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22,749 |
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Prepaid expenses and other current assets |
11,586 |
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11,811 |
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_______ |
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_______ |
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Total current assets |
379,422 |
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422,815 |
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Net property, plant and equipment |
168,573 |
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145,208 |
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Loan and preferred stock issuance costs, less accumulated amortization |
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of $2,493 in 2004 and $1,014 in 2003 |
12,243 |
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19,779 |
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Goodwill |
48,791 |
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48,797 |
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Other assets, less accumulated amortization of $8,805 in 2004 and $8,190 in 2003 |
28,533 |
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28,497 |
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_______ |
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$ 637,562 |
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$ 665,096 |
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_______ |
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Liabilities and Shareholders' Deficit: |
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Current liabilities: |
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Accounts payable |
$ 30,228 |
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$ 34,386 |
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Accrued expenses and other |
126,806 |
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115,054 |
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Current installments of long-term debt |
3,873 |
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4,800 |
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Current installments of capital lease obligations |
1,501 |
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1,576 |
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Income taxes payable |
3,217 |
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39,403 |
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_______ |
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Total current liabilities |
165,625 |
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195,219 |
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Long-term debt, net of current installments |
461,873 |
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678,100 |
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Capital lease obligations, net of current installments |
1,292 |
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1,351 |
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Deferred income taxes |
29,570 |
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26,566 |
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Deferred gain, sale of headquarters facility |
8,380 |
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9,183 |
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Other non current liabilities |
213 |
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212 |
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_______ |
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666,953 |
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910,631 |
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Series A convertible preferred stock, 0 issued and outstanding |
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at September 30, 2004 and 264 at December 31, 2003 |
- |
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261,719 |
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Shareholders' equity (deficit): |
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Common stock; authorized 225,000 at September 30, 2004 and 150,000 at |
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December 31, 2003; issued and outstanding 67,328 at September 30, 2004 |
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and 41,270 at December 31, 2003 |
67 |
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41 |
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Additional paid-in capital |
482,253 |
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1,157 |
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Deferred compensation |
(1,531) |
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185 |
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Retained deficit |
(522,257) |
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(518,955) |
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Accumulated other comprehensive income |
12,077 |
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10,318 |
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Shareholders' deficit |
(29,391) |
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(507,254) |
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_______ |
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$ 637,562 |
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$ 665,096 |
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See accompanying notes to condensed consolidated financial statements. |
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(in thousands, except per share data) |
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(unaudited) |
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Three months ended |
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Nine months ended |
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September 30, |
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September 30, |
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2004 |
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2003 |
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2004 |
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2003 |
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Revenue: |
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Rental |
$ 188,637 |
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$ 151,159 |
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$ 530,124 |
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$ 421,455 |
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Sales |
68,525 |
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46,883 |
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188,857 |
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126,467 |
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_______ |
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Total revenue |
257,162 |
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198,042 |
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718,981 |
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547,922 |
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Rental expenses |
115,072 |
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92,518 |
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330,050 |
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259,808 |
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Cost of goods sold |
18,816 |
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18,052 |
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52,144 |
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46,410 |
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Gross profit |
123,274 |
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87,472 |
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336,787 |
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241,704 |
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Selling, general and administrative expenses |
59,078 |
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41,946 |
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160,518 |
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118,477 |
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Research and development expenses |
7,544 |
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6,755 |
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21,851 |
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15,619 |
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Initial public offering expenses |
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- |
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19,836 |
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- |
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Secondary offering expenses |
- |
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- |
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2,219 |
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- |
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Recapitalization expenses |
- |
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69,955 |
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- |
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69,955 |
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_______ |
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Operating earnings (loss) |
56,652 |
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(31,184) |
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132,363 |
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37,653 |
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Interest income |
214 |
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186 |
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743 |
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933 |
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Interest expense |
(7,566) |
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(25,334) |
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(37,460) |
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(41,562) |
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Foreign currency gain |
1,964 |
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1,527 |
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1,701 |
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5,683 |
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_______ |
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Earnings (loss) before income taxes (benefit) |
51,264 |
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(54,805) |
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97,347 |
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2,707 |
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Income taxes (benefit) |
18,455 |
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(20,552) |
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35,045 |
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1,015 |
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_______ |
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Net earnings (loss) |
$ 32,809 |
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$ (34,253) |
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$ 62,302 |
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$ 1,692 |
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Series A convertible preferred stock dividends |
- |
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(3,427) |
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(65,604) |
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(3,427) |
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Net earnings (loss) available to common shareholders |
$ 32,809 |
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$ (37,680) |
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$ (3,302) |
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$ (1,735) |
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Net earnings (loss) per share available to common shareholders: |
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Basic |
$ 0.49 |
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$ (0.74) |
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$ (0.05) |
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$ (0.03) |
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Diluted |
$ 0.46 |
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$ (0.74) |
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$ (0.05) |
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$ (0.03) |
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Weighted average shares outstanding: |
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Basic |
66,767 |
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51,139 |
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60,751 |
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64,398 |
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