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 March 31, 2005 |
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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.) |
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8023 Vantage Drive |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (210) 524-9000
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: 69,201,939 shares as of April 29, 2005
KINETIC CONCEPTS, INC.
TRADEMARKS
The following terms used in this report are our trademarks: AirMaxxisÔ, AtmosAir®, BariAir®, BariKare®, BariMaxx® II, BariMaxx®, DynaPulse®, FirstStep®, FirstStep® AdvantageÔ, FirstStep® Plus, FirstStep® SelectÔ, FirstStep® SelectÔ Heavy Duty, FluidAir Elite®, FluidAir® II, KCI®, KinAir® III, KinAir® IV, KinAir MedSurg®, Kinetic Concepts®, Kinetic TherapyÔ, MaxxAir ETS®, Maxxis® 300, Maxxis® 400, PediDyne®, PlexiPulse®, PlexiPulse® AC, Pulse ICÔ, Pulse SCÔ, 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.® TherapyÔ, The V.A.C.® SystemÔ, Vacuum Assisted Closure® and V.A.C. Instill®. All other trademarks appearing in this report are the property of their holders.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
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 covered by the "safe harbor" created by those sections. The forward‑looking statements are based on our current expectations and projections about future events. Discussions containing forward‑looking statements may be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Risk Factors," and elsewhere in this report. 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, statements regarding the following:
- projections of revenues, earnings, cash balances or cash flow, synergies or other financial items;
- the plans, strategies and objectives of management for future operations;
- 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;
- the expected outcome of pending litigation;
- trends in the rental and sales product mix and from lower‑therapy products to capital purchases;
- future demand for V.A.C. systems;
- productivity of our sales force;
- expenditures with respect to our therapeutic surfaces business and demand for our bariatric products;
- 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." These risks include the fluctuations in our operating results and the possible inability to meet our published revenue, operating margins and net earnings guidance or the expectations of the equity research analysts covering us for future periods; intense and growing competition that we face; our dependence on our intellectual property; our dependence on new technology; the clinical efficacy of V.A.C. therapy relative to alternate devices or therapies; and third party reimbursement policies and collections. You should consider each of 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 report. KCI disclaims any obligation to update or alter these forward‑looking statements, whether as a result of new information, future events or otherwise.
PART I - FINANCIAL INFORMATION
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KINETIC CONCEPTS, INC. AND SUBSIDIARIES |
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(in thousands) |
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March 31, |
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December 31, |
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2005 |
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2004 |
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(unaudited) |
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Assets: |
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Current assets: |
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Cash and cash equivalents |
$ 74,224 |
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$ 124,366 |
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Accounts receivable, net |
253,143 |
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252,822 |
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Inventories, net |
33,562 |
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35,590 |
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Deferred income taxes |
25,953 |
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24,836 |
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Prepaid expenses and other current assets |
17,912 |
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13,296 |
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_______ |
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_______ |
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Total current assets |
404,794 |
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450,910 |
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Net property, plant and equipment |
177,754 |
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183,075 |
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Loan and preferred stock issuance costs, less accumulated amortization |
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of $10,142 in 2005 and $8,317 in 2004 |
10,113 |
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11,937 |
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Deferred income taxes |
8,950 |
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7,913 |
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Goodwill |
49,369 |
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49,369 |
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Other assets, less accumulated amortization of $8,863 in 2005 and $8,748 in 2004 |
29,390 |
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29,261 |
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_______ |
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$ 680,370 |
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$ 732,465 |
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_______ |
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Liabilities and Shareholders' Equity: |
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Current liabilities: |
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Accounts payable |
$ 39,483 |
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$ 43,246 |
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Accrued expenses and other |
121,351 |
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150,317 |
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Current installments of long-term debt |
2,925 |
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2,803 |
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Income taxes payable |
31,271 |
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20,821 |
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_______ |
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Total current liabilities |
195,030 |
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217,187 |
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Long-term debt, net of current installments |
367,821 |
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442,943 |
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Deferred income taxes |
15,328 |
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13,170 |
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Other noncurrent liabilities |
8,104 |
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8,364 |
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_______ |
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586,283 |
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681,664 |
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Shareholders' equity: |
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Common stock; authorized 225,000 at March 31, 2005 and |
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December 31, 2004; issued and outstanding 69,089 at March 31, 2005 |
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and 68,694 at December 31, 2004 |
69 |
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69 |
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Preferred stock; authorized 50,000 at March 31, 2005 and December 31, 2004; |
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issued and outstanding 0 at March 31, 2005 and December 31, 2004 |
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Additional paid-in capital |
527,777 |
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517,354 |
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Deferred compensation |
(1,631) |
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(1,906) |
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Retained deficit |
(450,896) |
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(488,071) |
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Accumulated other comprehensive income |
18,768 |
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23,355 |
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Shareholders' equity |
94,087 |
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50,801 |
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_______ |
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$ 680,370 |
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$ 732,465 |
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See accompanying notes to condensed consolidated financial statements. |
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Condensed Consolidated Statements of Cash Flows |
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(in thousands) |
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(unaudited) |
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Three months ended March 31, |
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2005 |
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2004 |
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Cash flows from operating activities: |
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Net earnings |
$ 37,175 |
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$ 5,458 |
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Adjustments to reconcile net earnings to net cash provided |
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(used) by operating activities: |
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Depreciation and amortization |
16,911 |
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13,724 |
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Provision for uncollectible accounts receivable |
4,203 |
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3,177 |
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Amortization of deferred gain on sale of headquarters facility |
(268) |
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(268) |
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Write-off of deferred loan issuance costs |
1,421 |
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3,342 |
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Non-cash amortization of stock award |
274 |
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42 |
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Tax benefit related to exercise of stock options |
8,825 |
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3,463 |
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Change in assets and liabilities: |
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Increase in accounts receivable, net |
(4,640) |
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(3,313) |
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Decrease in inventories, net |
2,001 |
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2,135 |
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Increase in current deferred income taxes, net |
(1,117) |
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