UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
ý |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2002
or
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 333-18687
ALARIS MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 13-3800335 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
10221 Wateridge Circle, San Diego, CA |
92121 |
|
| (Address of principal executive offices) | (Zip Code) |
(858) 458-7000
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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: ý No: o
On August 1, 2002, 1,000 shares of Registrant's Common Stock were outstanding.
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| PART I. FINANCIAL INFORMATION | ||||
Item 1Financial Information: |
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Condensed consolidated statement of operations for the three and six months ended June 30, 2002 and 2001 (unaudited) |
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Condensed consolidated balance sheet at June 30, 2002 (unaudited) and December 31, 2001 |
4 |
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Condensed consolidated statement of cash flows for the six months ended June 30, 2002 and 2001 (unaudited) |
5 |
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Condensed consolidated statement of changes in stockholder's equity for the period from December 31, 2001 to June 30, 2002 (unaudited) |
6 |
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Notes to the condensed consolidated financial statements |
7 |
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Item 2Management's Discussion and Analysis of Financial Condition and Results of Operations |
16 |
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Item 3Quantitative and Qualitative Disclosures About Market Risk |
27 |
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PART II. OTHER INFORMATION |
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Item 6Exhibits and Reports on Form 8-K |
29 |
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2
Form 10Q
Part 1Item 1
Financial Information
ALARIS MEDICAL SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
(Dollars in thousands)
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Three Months Ended June 30, |
Six Months Ended June 30, |
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2002 |
2001 |
2002 |
2001 |
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| Sales | $ | 108,520 | $ | 98,470 | $ | 212,920 | $ | 197,359 | ||||||
| Cost of sales | 54,390 | 49,920 | 107,078 | 100,979 | ||||||||||
| Gross profit | 54,130 | 48,550 | 105,842 | 96,380 | ||||||||||
| Selling and marketing expenses | 21,077 | 19,686 | 42,513 | 38,378 | ||||||||||
| General and administrative expenses | 10,030 | 12,553 | 19,470 | 24,183 | ||||||||||
| Research and development expenses | 7,580 | 6,897 | 13,782 | 13,628 | ||||||||||
| Restructuring and other non-recurring items | | 1,156 | (585 | ) | 6,899 | |||||||||
| Total operating expenses | 38,687 | 40,292 | 75,180 | 83,088 | ||||||||||
| Interest income from sales-type capital leases | 1,122 | 1,377 | 2,311 | 2,653 | ||||||||||
| Income from operations | 16,565 | 9,635 | 32,973 | 15,945 | ||||||||||
| Other income (expenses): | ||||||||||||||
| Interest income | 269 | 585 | 482 | 1,219 | ||||||||||
| Interest expense | (9,884 | ) | (10,860 | ) | (19,764 | ) | (20,498 | ) | ||||||
| Other, net | 193 | (202 | ) | (301 | ) | (1,141 | ) | |||||||
| Total other expense | (9,422 | ) | (10,477 | ) | (19,583 | ) | (20,420 | ) | ||||||
| Income (loss) from continuing operations before income taxes | 7,143 | (842 | ) | 13,390 | (4,475 | ) | ||||||||
| Provision for (benefit from) income taxes | 2,858 | 510 | 5,356 | (290 | ) | |||||||||
| Income (loss) from continuing operations | 4,285 | (1,352 | ) | 8,034 | (4,185 | ) | ||||||||
| Discontinued operations: | ||||||||||||||
| Gain on disposal of business (net of applicable income tax expense of $2,492) | | | | 3,737 | ||||||||||
| Total income from discontinued operations | | | | 3,737 | ||||||||||
| Net income (loss) | $ | 4,285 | $ | (1,352 | ) | $ | 8,034 | $ | (448 | ) | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
ALARIS MEDICAL SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollar amounts in thousands, except per share data)
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June 30, 2002 |
December 31, 2001 |
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(Unaudited) |
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| ASSETS | |||||||||
| Current assets: | |||||||||
| Cash and cash equivalents | $ | 46,722 | $ | 50,826 | |||||
| Receivables, net | 74,035 | 67,893 | |||||||
| Inventories | 65,188 | 69,408 | |||||||
| Prepaid expenses and other current assets | 31,785 | 33,456 | |||||||
| Total current assets | 217,730 | 221,583 | |||||||
Net investment in sales-type capital leases, less current portion |
20,141 |
24,225 |
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| Property, plant and equipment, net | 55,758 | 57,607 | |||||||
| Other non-current assets | 26,541 | 28,013 | |||||||
| Goodwill, net | 142,570 | 142,570 | |||||||
| Other intangible assets, net | 91,225 | 92,394 | |||||||
| $ | 553,965 | $ | 566,392 | ||||||
| LIABILITIES AND STOCKHOLDER'S EQUITY | |||||||||
| Current liabilities: | |||||||||
| Accounts payable | $ | 21,680 | $ | 23,856 | |||||
| Accrued expenses and other current liabilities | 48,384 | 51,733 | |||||||
| Total current liabilities | 70,064 | 75,589 | |||||||
| Long-term debt | 350,000 | 350,000 | |||||||
| Other non-current liabilities | 46,387 | 47,676 | |||||||
| Total non-current liabilities | 396,387 | 397,676 | |||||||
| Contingent liabilities and commitments (note 11) | |||||||||
Stockholder's equity: |
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| Common stock and capital in excess of par value, authorized 3,000 common shares at $.01 par value; 100 issued and outstanding at June 30, 2002 and December 31, 2001 | 203,775 | 203,716 | |||||||
| Accumulated deficit | (94,984 | ) | (101,562 | ) | |||||
| Loan to Holdings (note 6) | (14,993 | ) | | ||||||
| Accumulated other comprehensive loss | (6,284 | ) | (9,027 | ) | |||||
| Total stockholder's equity | 87,514 | 93,127 | |||||||
| $ | 553,965 | $ | 566,392 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
ALARIS MEDICAL SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
(Dollars in thousands)
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Six Months Ended June 30, |
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2002 |
2001 |
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| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | 8,034 | $ | (448 | ) | ||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 11,365 | 15,629 | |||||||||
| Net loss on disposal of property, plant and equipment | 129 | 96 | |||||||||
| Debt issue costs amortization | 1,105 | 1,018 | |||||||||
| Accretion of paid-in-kind interest | | 423 | |||||||||
| Gain on sale of Instromedix | | (3,737 | ) | ||||||||
| (Increase) decrease in assets: | |||||||||||
| Receivables, net | (3,905 | ) | 13,147 | ||||||||
| Inventories | 4,511 | (3,727 | ) | ||||||||
| Prepaid expenses and other current assets | 1,708 | 1,151 | |||||||||
| Net investment in sales-type capital leases, non-current portion | 4,084 | (893 | ) | ||||||||
| Other non-current assets | (117 | ) | (149 | ) | |||||||
| Increase (decrease) in liabilities: | |||||||||||
| Accounts payable | (2,929 | ) | 5,695 | ||||||||
| Accrued expenses and other current liabilities | (3,866 | ) | 4,931 | ||||||||
| Other non-current liabilities | (1,289 | ) | 1,196 | ||||||||
| Net cash provided by operating activities | $ | 18,830 | $ | 34,332 | |||||||
| Cash flows from investing activities: | |||||||||||
| Net capital expenditures | (6,435 | ) | (6,146 | ) | |||||||
| Payments for product licenses and distribution rights | | (625 | ) | ||||||||
| Patents, trademarks and other | (647 | ) | (268 | ) | |||||||
| Loan to Holdings (note 6) | (14,812 | ) | | ||||||||
| Net proceeds from sale of discontinued business | | 8,073 | |||||||||
| Net cash (used in) provided by investing activities | (21,894 | ) | 1,034 | ||||||||
| Cash flows from financing activities: | |||||||||||
| Principal payments on long-term debt and capital lease obligations | | (9,994 | ) | ||||||||
| Deferred financing costs | | (658 | ) | ||||||||
| Dividends to Holdings | (1,456 | ) | (1,239 | ) | |||||||
| Net cash used in financing activities | (1,456 | ) | (11,891 | ) | |||||||
| Effect of exchange rate changes on cash | 416 | (221 | ) | ||||||||
| Net (decrease) increase in cash | (4,104 | ) | 23,254 | ||||||||
| Cash and cash equivalents at beginning of period | 50,826 | 30,618 | |||||||||
| Cash and cash equivalents at end of period | $ | 46,722 | $ | 53,872 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
ALARIS MEDICAL SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDER'S EQUITY (Unaudited)
(Dollar amounts in thousands)
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Common Stock And Capital In Excess Of Par Value |
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Loan Receivable From Holdings |
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Accumulated Deficit |
Other Comprehensive Loss |
Total Stockholder's Equity |
Comprehensive Income |
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Shares |
Amount |
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| Balance at December 31, 2001 | 100 | $ | 203,716 | $ | (101,562 | ) | $ | | $ | (9,027 | ) | $ | 93,127 | |||||||||
| Comprehensive income: | ||||||||||||||||||||||
| Net income for the period | | | 8,034 | | | 8,034 | $ | 8,034 | ||||||||||||||
| Equity adjustment from foreign currency translation | | | | | 2,917 | 2,917 | 2,917 | |||||||||||||||
| Effects of cash flow hedges included in other comprehensive income (net of tax of $116) | | | | | (174 | ) | (174 | ) | (174 | ) | ||||||||||||
| Comprehensive income | $ | 10,777 | ||||||||||||||||||||
| Tax benefit from exercise of Holdings stock options | | 59 | | | | 59 | ||||||||||||||||
| Loan to Holdings (Note 6) | (14,993 | ) | (14,993 | ) | ||||||||||||||||||
| Dividends to Holdings | | | (1,456 | ) | | | (1,456 | ) | ||||||||||||||
| Balance at June 30, 2002 | 100 | $ | 203,775 | $ | (94,984 | ) | $ | (14,993 | ) | $ | (6,284 | ) | $ | 87,514 | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
ALARIS MEDICAL SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollars in thousands)
NOTE 1BUSINESS AND STATEMENT OF ACCOUNTING POLICY
The Company:
ALARIS Medical Systems, Inc. ("ALARIS Medical Systems"), develops practical solutions for medication safety at the point of care. ALARIS Medical Systems designs, manufactures and markets intravenous (IV) medication delivery and infusion therapy devices, needle-free disposables and patient monitoring equipment. ALARIS Medical Systems was formed by the merger of two pioneers in infusion systems, IMED Corporation ("IMED") and IVAC Medical Systems ("IVAC"), Inc. on November 26, 1996. ALARIS Medical Systems, a wholly-owned subsidiary of ALARIS Medical, Inc. ("Holdings"), formerly Advanced Medical, Inc., was incorporated on October 14, 1994 under the laws of the State of Delaware. ALARIS Medical Systems and its subsidiaries are collectively referred to as the "Company" or "ALARIS."
Statement of accounting policy:
The accompanying financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures herein are adequate to make the information not misleading.
In the opinion of the Company, the accompanying financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the Company's financial position as of June 30, 2002, the results of its operations for the three and six months ended June 30, 2002 and 2001, and its cash flows for the six months ended June 30, 2002 and 2001.
Use of estimates:
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues, costs and expenses, assets, liabilities and related disclosure of contingent amounts. While we believe our estimates and assumptions are reasonable, the inherent nature of estimates is that actual results will likely be different from the estimates made.
Shipping and handling fees and costs:
The Company records costs for shipping and handling revenue for customer sales as a selling and marketing expense. Shipping and handling costs for customer sales for the three and six months ended June 30, 2002 were $1,917 and $3,790, respectively. Shipping and handling costs for customer sales for the three and six months ended June 30, 2001, were $2,474 and $4,454, respectively.
Reclassifications:
Certain prior period amounts have been reclassified to conform to the current period presentation.
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NOTE 2GOODWILL AND OTHER INTANGIBLE ASSETSADOPTION OF FASB STATEMENTS
141 AND 142
Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Intangible Assets ("FAS 142") and No. 141, Business Combinations ("FAS 141"), which were issued by the Financial Accounting Standards Board in July 2001. Under FAS 142, goodwill and intangible assets with indefinite lives are no longer amortized but are reviewed annually (or more frequently if impairment indicators arise) for impairment. Separable intangible assets that are not deemed to have indefinite lives will continue to be amortized over their useful lives (but with no maximum life). FAS 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method and eliminates the pooling-of-interests-method of accounting. Intangible assets that do not meet certain defined criteria in FAS 141 for recognition apart from goodwill shall be reclassified as goodwill as of the date FAS 142 is initially applied in its entirety. As required by FAS 142, the Company has completed an assessment of the categorization of its existing intangible assets and goodwill in accordance with the new criteria and has reported them appropriately on the condensed consolidated balance sheet. In accordance with FAS 141, the Company reclassified its workforce, net of its related deferred tax liability, as goodwill. The Company performed a transitional goodwill impairment test and determined the asset not to be impaired.
Upon adoption of FAS 142, the Company determined that intangible assets related to the "IVAC" tradename and trademarks had an indefinite life and in accordance with FAS 142, should not be amortized as there are no legal, regulatory, contractual, economic or other factors that limit the useful life of these intangible assets to the reporting units. As of June 30, 2002, there was no impairment loss associated with such indefinite-lived intangible assets as their fair value exceeds the carrying amount.
Intangible assets with finite lives will continue to be amortized over the expected economic lives of the intangible assets. The Company reassessed the useful lives of its intangible assets and determined no change in useful lives to be required for its finite-lived assets.
Under these standards, the Company ceased amortizing goodwill totaling $142,570, including $2,714 ($4,523 before tax effect) of its workforce previously classified as an other intangible asset, and trademarks totaling $74,750 as of January 1, 2002. Adoption of the new standards resulted in not recognizing $2,301 and $4,602, respectively, in amortization expense for the three and six months ended June 30, 2002, that would have been recognized had the previous standards been in effect.
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The following table presents the impact of FAS 141 and FAS 142 on income from operations and net (loss) income, as if they had been in effect for the three and six months ended June 30, 2001.
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Three Months Ended June 30, 2001 |
Six Months Ended June 30, 2001 |
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| Income from operations, as reported | $ | 9,635 | $ | 15,945 | ||||
| Goodwill amortization | 1,425 | 2,850 | ||||||
| Workforce amortization | 126 | 252 | ||||||
| Tradename and trademark amortization | 750 | 1,500 | ||||||
| Pro forma operating income | $ | 11,936 | $ | 20,547 | ||||
| Loss from continuing operations, as reported | $ | (1,352 | ) | $ | (4,185 | ) | ||
| Goodwill amortization | 1,425 | 2,850 | ||||||
| Workforce amortization | 126 | 252 | ||||||
| Tradename and trademark amortization | 750 | 1,500 | ||||||
| Tax effect | (350 | ) | (700 | ) | ||||
| Pro forma income (loss) from continuing operations | $ | 599 | $ | (283 | ) | |||
| Net loss, as reported | $ | (1,352 | ) | $ | (448 | ) | ||
| Goodwill amortization | 1,425 | 2,850 | ||||||
| Workforce amortization | 126 | 252 | ||||||
| Tradename and trademark amortization | 750 | 1,500 | ||||||
| Tax effect | (350 | ) | (700 | ) | ||||
| Pro forma net income | $ | 599 | $ | 3,454 | ||||
Acquired other intangible assets were as follows:
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June 30, 2002 |
December 31, 2001 |
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Gross Amount |
Accumulated Amortization |
Gross Amount |
Accumulated Amortization |
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| Patents | $ | 28,946 | $ | 17,341 | $ | 28,946 | $ | 16,550 | |||||
| Distribution rights and license agreements | 8,578 | 3,708 | 8,578 | 3,330 | |||||||||
| Subtotal other intangible assets, net (subject to amortization) | 37,524 | 21,049 | 37,524 | 19,880 | |||||||||
| Acquired other intangible assets (not subject to amortization): | |||||||||||||
| IVAC tradename and trademarks | 90,000 | 15,250 | 90,000 | 15,250 | |||||||||
| Other intangible assets, net | $ | 127,524 | $ | 36,299 | $ | 127,524 | $ | 35,130 | |||||
9
For the quarter ended June 30, 2002 and 2001, amortization expense for other intangible assets, net was $580 and $1,341, respectively. For the six months ended June 30, 2002 and 2001, amortization expense for other intangible assets, net was $1,169 and $2,680, respectively. The estimated future annual amortization expense for other intangible assets, net is as follows:
| Fiscal Year |
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| 2002 (A) | $ | 1,182 | ||
| 2003 | 2,219 | |||
| 2004 | 2,182 | |||
| 2005 | 2,182 | |||
| 2006 | 2,130 | |||
| 2007 | 1,774 | |||
NOTE 3DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Foreign currency:
As of June 30, 2002, the Company's only derivatives in place were forward contracts valued at negative $111 and designated as hedges of anticipated cash flows in various foreign currencies and foreign currency option contracts valued at $177 to hedge anticipated transactions (primarily the Euro).
As part of the Company's risk management strategy, management put in place a hedging program beginning in 2001 under which the Company enters into forward foreign exchange and currency option contracts to hedge a portion of forecasted cash receipts and payments denominated in currencies other than the U.S. dollar. These contracts are entered into to reduce the risk that the Company's earnings and cashflows resulting from certain forecasted transactions will be affected by changes in foreign currency exchange rates. However, the Company may be impacted by changes in foreign exchange rates related to the unhedged portion of the forecasted transactions. The success of the hedging program depends, in part, on forecasts of Company transactions in various currencies (primarily the Euro). Hedges are placed for periods consistent with identified exposures, but generally no longer than the end of the year for which we have substantially completed our annual business plan. The Company may experience unanticipated foreign currency exchange gains or losses to the extent that there are timing differences between forecasted and actual activity during periods of currency volatility. However, since the critical terms of contracts designated as cash flow hedges are the same as the underlying forecasted transaction, changes in fair value of contracts should be highly effective in offsetting the change in value of the expected cash flows from the forecasted transaction. The ineffective portion of any changes in the fair value of option contracts designated as hedges is recognized immediately in earnings. The Company did not recognize material gains or losses resulting from either hedge ineffectiveness or changes in forecasted transactions during the first half of 2002.
The effective portion of any changes in the fair value of the derivative instruments, designated as cashflow hedges, is recorded in other comprehensive income (OCI) until the hedged fo