(Mark One) |
| [X] | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the quarterly period ended March 31, 2003 or |
| [ ] | 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) |
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| (858) 458-7000 | ||||||
| (Registrant's telephone number, including area code) | ||||||
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(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: [X] No:[ ]
The registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]
As of April 22, 2003, the registrant had 100 shares of Common Stock outstanding.
Page 1 of 33
| PART I. FINANCIAL STATEMENTS |
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| Item 1 - Financial Statements: | |||
| Page | |||
| Condensed consolidated statement of operations for | |||
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the three months ended March 31, 2003 and 2002 (unaudited) |
3 | ||
| Condensed consolidated balance sheet at | |||
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March 31, 2003 (unaudited) and December 31, 2002 |
4 | ||
| Condensed consolidated statement of cash flows for | |||
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the three months ended March 31, 2003 and 2002 (unaudited) |
5 | ||
| Condensed consolidated statement of changes | |||
| in stockholder's equity and comprehensive income for the period from | |||
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December 31, 2002 to March 31, 2003 (unaudited) |
6 | ||
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Notes to the condensed consolidated financial statements (unaudited) |
7 | ||
| Item 2 - Management's Discussion and Analysis of Financial | |||
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Condition and Results of Operations |
16 | ||
| Item 3 - Quantitative and Qualitative Disclosures About Market Risk
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26 | ||
| Item 4 - Controls and Procedures
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27 | ||
| PART II. OTHER INFORMATION |
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| Item 6 - Exhibits and Reports on Form 8-K | 28 | ||
We have registered, applied to register or are using the following trademarks referred to in this document: ALARIS®, ALARIS Medical Systems®, Guardrails®, Medication Safety at the Point of Care, Medley, and SmartSite®.
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(Dollar amounts in thousands)
| Three Months Ended March 31, |
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|---|---|---|---|---|---|---|---|---|---|---|---|
| 2003 |
2002 | ||||||||||
| Sales |
$ | 121,174 |
$ | 104,400 |
|||||||
| Cost of sales | 58,000 | 52,688 | |||||||||
| Gross profit |
63,174 |
51,712 |
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| Selling and marketing expenses | 24,242 | 21,436 | |||||||||
| General and administrative expenses | 10,725 | 9,441 | |||||||||
| Research and development expenses | 8,798 | 6,202 | |||||||||
| Restructuring and other non-recurring items | - | (585 | ) | ||||||||
| Total operating expenses | 43,765 | 36,494 | |||||||||
| Interest income from sales-type capital leases | 873 | 1,189 | |||||||||
| Income from operations |
20,282 |
16,407 |
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| Other income (expenses): | |||||||||||
| Interest income | 219 | 214 | |||||||||
| Interest expense | (9,840 | ) | (9,880 | ) | |||||||
| Other, net | 189 | (494 | ) | ||||||||
| Total other expense | (9,432 | ) | (10,160 | ) | |||||||
| Income before income taxes | 10,850 | 6,247 | |||||||||
| Provision for income taxes | 4,232 | 2,498 | |||||||||
| Net income | $ | 6,618 | $ | 3,749 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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(Dollar amounts in thousands except share data)
| March 31, 2003 |
December 31, 2002 | |||||||
|---|---|---|---|---|---|---|---|---|
| (Unaudited) | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 69,297 | $ | 68,483 | ||||
| Receivables, net | 71,611 | 90,050 | ||||||
| Inventories | 59,122 | 56,924 | ||||||
| Prepaid expenses and other current assets | 19,610 | 22,289 | ||||||
| Total current assets | 219,640 | 237,746 | ||||||
| Net investment in sales-type capital leases, less current portion | 15,103 | 16,050 | ||||||
| Property, plant and equipment, net | 58,221 | 56,448 | ||||||
| Other non-current assets | 24,437 | 25,627 | ||||||
| Goodwill | 142,570 | 142,570 | ||||||
| Intangible assets, net | 89,523 | 90,074 | ||||||
| $ | 549,494 | $ | 568,515 | |||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 21,551 | $ | 19,139 | ||||
| Accrued expenses and other current liabilities | 51,735 | 50,551 | ||||||
| Total current liabilities | 73,286 | 69,690 | ||||||
| Long-term debt | 350,000 | 350,000 | ||||||
| Other non-current liabilities | 49,080 | 47,943 | ||||||
| Total non-current liabilities | 399,080 | 397,943 | ||||||
| Contingent liabilities and commitments (Note 9) | ||||||||
| Stockholders equity: | ||||||||
| Common stock and capital
in excess of par value, authorized 3,000 shares at $.01 par value; 100 issued and outstanding at March 31, 2003 and December 31, 2002 |
172,963 | 203,857 | ||||||
| Accumulated deficit | (76,626 | ) | (83,244 | ) | ||||
| Loan to Holdings | (14,993 | ) | (14,993 | ) | ||||
| Accumulated other comprehensive loss | (4,216 | ) | (4,738 | ) | ||||
| Total stockholders equity | 77,128 | 100,882 | ||||||
| $ | 549,494 | $ | 568,515 | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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(Dollar amounts in thousands)
| Three Months Ended March 31, |
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|---|---|---|---|---|---|---|---|---|---|---|---|
| 2003 |
2002 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 6,618 | $ | 3,749 | |||||||
| Adjustments to reconcile net income to net cash provided by | |||||||||||
| operating activities: | |||||||||||
| Depreciation and amortization | 6,299 | 5,712 | |||||||||
| Net loss (gain) on disposal of property, plant and equipment | 246 | (51 | ) | ||||||||
| Debt discount and issuance costs amortization | 552 | 551 | |||||||||
| (Increase) decrease in assets: | |||||||||||
| Receivables, net | 18,439 | 2,575 | |||||||||
| Inventories | (2,198 | ) | 169 | ||||||||
| Prepaid expenses and other current assets | 2,918 | 1,684 | |||||||||
| Net investment in sales-type capital leases, non-current portion | 947 | 1,373 | |||||||||
| Other non-current assets | 224 | 16 | |||||||||
| Increase (decrease) in liabilities: | |||||||||||
| Accounts payable | 2,412 | (299 | ) | ||||||||
| Accrued expenses and other current liabilities | 1,286 | 881 | |||||||||
| Other non-current liabilities | 1,137 | 9 | |||||||||
| Net cash provided by operating activities | 38,880 | 16,369 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Net capital expenditures | (7,012 | ) | (3,387 | ) | |||||||
| Patents, trademarks and other | (113 | ) | (363 | ) | |||||||
| Net cash used in investing activities | (7,125 | ) | (3,750 | ) | |||||||
| Cash flows from financing activities: | |||||||||||
| Loan to Holdings | - | (14,812 | ) | ||||||||
| Return of capital to Holdings | (31,132 | ) | (806 | ) | |||||||
| Net cash used in financing activities | (31,132 | ) | (15,618 | ) | |||||||
| Effect of exchange rate changes on cash | 191 | (12 | ) | ||||||||
| Net increase (decrease) in cash | 814 | (3,011 | ) | ||||||||
| Cash and cash equivalents at beginning of period | 68,483 | 50,826 | |||||||||
| Cash and cash equivalents at end of period | $ | 69,297 | $ | 47,815 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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(Dollar amounts in thousands, except share data)
| Common Stock And Capital In Excess of Par Value Shares Amount |
Accumulated Deficit |
Loan Receivable from Holdings |
Other Compre- hensive Loss |
Accumulated Total Stock- holders Equity |
Compre- hensive Income |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2002 | 100 | $ | 203,857 | $ | (83,244 | ) | $ | (14,993 | ) | $ | (4,738 | ) | $ | 100,882 | ||||||||||||
| Comprehensive income: | ||||||||||||||||||||||||||
| Net income for the period | 6,618 | 6,618 | $ | 6,618 | ||||||||||||||||||||||
| Equity adjustment from foreign | ||||||||||||||||||||||||||
| currency translation | 1,049 | 1,049 | 1,049 | |||||||||||||||||||||||
| Effects of cash flow hedges included in other comprehensive income (net of tax expense of $349) | (527 | ) | (527 | ) | (527 | ) | ||||||||||||||||||||
| Comprehensive income | $ | 7,140 | ||||||||||||||||||||||||
| Tax benefit from exercise of Holdings | ||||||||||||||||||||||||||
| stock options | 238 | 238 | ||||||||||||||||||||||||
| Return of capital to Holdings | (31,132 | ) | (31,132 | ) | ||||||||||||||||||||||
| Balance at March 31, 2003 | 100 | $ | 172,963 | $ | (76,626 | ) | $ | (14,993 | ) | $ | (4,216 | ) | $ | 77,128 | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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(Dollar amounts in thousands, except share data)
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, Inc. (IVAC) on November 26, 1996. ALARIS Medical Systems, a wholly-owned subsidiary of ALARIS Medical, Inc. (ALARIS Medical or 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.
The accompanying Condensed Consolidated 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 Condensed Consolidated Financial Statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the Companys financial position as of March 31, 2003, the results of its operations for the three months ended March 31, 2003 and 2002, and its cash flows for the three months ended March 31, 2003 and 2002.
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 costs for customer sales are classified as a selling and marketing expense. Shipping and handling costs for customer sales, for the three months ended March 31, 2003 and 2002, were $1,940 and $1,873, respectively.
Generally, the Companys standard warranty for infusion instruments is a one or two year warranty (based on the specific product) that covers both parts and labor. In some instances, a customer may elect to have parts-only warranty coverage, which adds a year to the coverage period and limits coverage to parts only. Patient monitoring products generally have a 3 year parts and labor warranty. For patient monitoring products the Company sells that are manufactured by a third party, the Company passes on to the customer the warranty provided by the manufacturer. The Company provides for the estimated cost of product warranties at the time revenue is recognized. Product warranties are recorded in other current and other non-current liabilities.
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The Companys product warranty liability reflects managements best estimate of probable liability under its product warranties. Management estimates the liability based on the Companys stated warranty policies and practices, the historical frequency of claims, and the cost to replace or repair its products under warranty.
The Company also engages in the sale of professional and technical services for which revenue is deferred and recognized upon completion of the service. Additionally, the Company sells extended on-site service programs for which revenue is deferred and recognized over the service period. Deferred service revenue is recorded in other non-current liabilities.
Changes in the liability for product warranty and deferred service revenue associated with these service programs for the period ended March 31, 2003 was as follows :
| Product warranties: | |||||
| Balance at December 31, 2002 | $ | 8,557 | |||
| Accruals for warranties issued during the period | 2,696 | ||||
| Settlements made during the period | (2,346 | ) | |||
| Balance at March 31, 2003 | $ | 8,907 | |||
| Deferred service revenue: | |||||
| Balance at December 31, 2002 | $ | 14,061 | |||
| Amounts added to deferred revenue | 1,346 | ||||
| Amounts recorded as revenue during the period | (1,648 | ) | |||
| Balance at March 31, 2003 | $ | 13,759 | |||
The Company measures compensation expense for ALARIS Medicals stock-based employee compensation plans using the intrinsic value method and provides pro forma disclosures of net income as if the fair value-based method had been applied in measuring compensation expense.
At March 31, 2003, Holdings had several stock-based compensation plans from which incentive stock options may be granted to key employees of the Company and non-qualified stock options may be granted to key employees, directors, officers, independent contractors, and consultants. The Company accounts for options issued to employees, directors and officers under those plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and Related Interpretations. Generally, no stock-based employee compensation cost is reflected in net income, as all options granted under those plans have an exercise price equal to the market value of the underlying common stock on the date of grant. Stock options issued to independent contractors and consultants under those plans are accounted for using a fair value method and are re-measured to fair value at each period end until the earlier of the date that performance by the counter party is complete or a performance commitment has been reached.
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