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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q

        (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)

 
(858) 458-7000

(Registrant's telephone number, including area code)



(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



ALARIS MEDICAL SYSTEMS, INC.


INDEX

PART I. FINANCIAL STATEMENTS

   
Item 1 - Financial Statements:  
  Page
          Condensed consolidated statement of operations for  
          the three months ended March 31, 2003 and 2002 (unaudited)

  3  
          Condensed consolidated balance sheet at  
          March 31, 2003 (unaudited) and December 31, 2002

  4  
          Condensed consolidated statement of cash flows for  
          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  
          December 31, 2002 to March 31, 2003 (unaudited)

  6  
          Notes to the condensed consolidated financial statements (unaudited)

  7  
Item 2 - Management's Discussion and Analysis of Financial  
          Condition and Results of Operations

  16  
Item 3 - Quantitative and Qualitative Disclosures About Market Risk

  26  
Item 4 - Controls and Procedures

  27  
PART II. OTHER INFORMATION

 
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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FORM 10 – Q
PART 1 — ITEM 1
FINANCIAL STATEMENTS

ALARIS MEDICAL SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

(Dollar amounts in thousands)


Three Months Ended March 31,
2003
2002
Sales

    $ 121,174

  $ 104,400

 
Cost of sales       58,000     52,688  


    Gross profit

      63,174

    51,712

 
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

 
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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ALARIS MEDICAL SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET

(Dollar amounts in thousands except share data)


ASSETS

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  


LIABILITIES AND STOCKHOLDER’S EQUITY

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)    
     
Stockholder’s 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 stockholder’s 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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ALARIS MEDICAL SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(Dollar amounts in thousands)


Three Months Ended March 31,
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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ALARIS MEDICAL SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME(Unaudited)

(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-
holder’s
Equity
Compre-
hensive
Income
               
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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ALARIS MEDICAL SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollar amounts in thousands, except share data)


NOTE 1 — BUSINESS 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, 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.”

Statement of accounting policy:

        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 Company’s 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.

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 costs:

        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.

Product warranties and deferred service revenues:

        Generally, the Company’s 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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NOTE 1 — BUSINESS AND STATEMENT OF ACCOUNTING POLICY (Continued)

        The Company’s product warranty liability reflects management’s best estimate of probable liability under its product warranties. Management estimates the liability based on the Company’s 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  

Stock-based compensation:

        The Company measures compensation expense for ALARIS Medical’s 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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