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8-K - 8-K - Acelity L.P. Inc.a2015q38-kearningsrelease.htm



ACELITY L.P. INC. REPORTS
THIRD QUARTER AND FIRST NINE MONTHS FINANCIAL RESULTS FOR 2015
Total Revenue Grew 3.3% on a Constant Currency Basis


Third Quarter Financial Highlights

Revenue of $477.7 million, down 0.9% as reported on a GAAP basis from the prior-year period and grew 3.3% on a constant currency basis

Revenue from Advanced Wound Therapeutics (“AWT”), down 1.9% as reported on a GAAP basis, grew 3.1% on a constant currency basis, led by mid-single digit volume increases compared to the prior-year period

Revenue from Regenerative Medicine (“RM”) grew 4.5% as reported on a GAAP basis, and 5.9% on a constant currency basis, led by high-single digit increases in revenue related to breast reconstruction procedures

Operating earnings of $106.1 million, up 20.0% as reported on a GAAP basis from $88.3 million in the prior-year period

Adjusted EBITDA from continuing operations1 of $187.5 million, down 2.3% as reported from the prior-year period and grew 0.9% on a constant currency basis, achieving an Adjusted EBITDA margin of 39.2%


Operational Highlights

Reinforced the strategy of geographic expansion with double-digit growth in advanced wound dressings, driven by strong performance in markets outside the U.S. In addition, Acelity entered into a strategic commercial partnership with GHD GesundHeits GmbH Deutschland (“GHD”) to distribute Acelity’s advanced wound dressings portfolio in Germany. The partnership with GHD, the largest provider of homecare services in Germany, offers Acelity access to serve GHD’s breadth of customers in both acute and post-acute care settings.

Expanded our product offerings in Brazil by obtaining approval to sell StratticeTM, an acellular reconstructive tissue matrix designed to assist in soft-tissue procedures to reinforce tissue where weakness exists and promote tissue regeneration.

Expanded Acelity’s industry-leading product portfolio with additions to three renowned brands in order to provide clinicians more options when treating patients— Strattice™ Reconstructive Tissue Matrix Perforated (U.S.), a shorter Prevena™ dressing for smaller, anatomically-challenging incisions (U.S. and Europe) and TIELLE® Silicone Border (Europe), a hydropolymer foam dressing for increased patient comfort with exudate absorption.


Joe Woody, President and Chief Executive Officer, commented, “The execution of our strategy continues to drive momentum for our business and is reflected in our strong performance in the third quarter.

“Our core business continues to deliver solid results led by good volume progression in advanced devices, as well as strength in both Regenerative Medicine and advanced wound dressings. Sales of our expansion products, led by PREVENA™ and REVOLVE™, are at record levels and provide nice diversification to our traditional product offerings. We are investing in our franchise structure to drive more focus towards both organic and inorganic near adjacencies. Outside of the United States, we advanced the development of our global platform with double-digit revenue growth in our emerging markets. These results are a testament to the fact that our portfolio of products continues to meet the needs of a growing, global population. Our presence in





markets around the world, coupled with our proven ability to innovate and commercialize new products, positions us for long-term sustainable growth.”

Results of the third quarter and nine months ended September 30, 2015

Revenue for the third quarter of 2015 was $477.7 million, down from the prior-year period by 0.9% as reported and grew by 3.3% on a constant currency basis.

AWT revenue was $365.8 million, down 1.9% as reported on a GAAP basis and grew 3.1% on a constant currency basis, compared to the prior-year period. Excluding the impact of foreign exchange rate movements, growth in AWT revenue was driven by mid-single digit volume growth in advanced devices, including strong PREVENA™ sales, as well as double-digit growth in advanced wound dressings.

RM revenue of $109.3 million, grew 4.5% as reported on a GAAP basis and 5.9% on a constant currency basis, compared to the prior-year period. The revenue growth was driven by a high-single digit increase in revenue related to breast reconstruction procedures, partially offset by a decline in revenue from abdominal wall reconstruction procedures.

Operating earnings for the third quarter of 2015 were $106.1 million, compared to $88.3 million in the prior-year period, the increase primarily attributable to improved production yields primarily in our RM business as well as expense savings associated with integration and business optimization efforts, partially offset by increased incentive compensation expense as a result of improved financial performance. Adjusted EBITDA from continuing operations for the third quarter of 2015 decreased 2.3% to $187.5 million from $191.8 million in the prior-year period and grew 0.9% on a constant currency basis.

Acelity revenue for the nine months ended September 30, 2015 was $1.383 billion, slightly down from the prior-year period as reported on a GAAP basis and up 4.2% on a constant currency basis.

AWT revenue was $1.057 billion, grew 0.6% as reported on a GAAP basis and 5.6% on a constant currency basis, compared to the prior-year period. Growth in AWT was driven by mid-single digit volume growth globally in advanced devices, strong PREVENA™ sales, as well as solid performance in advanced wound dressings.

RM revenue of $317.0 million, down 0.6% as reported on a GAAP basis and grew 0.8% on a constant currency basis, compared to the prior-year period. Excluding the impact of foreign exchange rate movements, the results of our RM segment were driven by a high-single digit increase in revenue related to breast reconstruction procedures as well as by continued high international demand for our products, partially offset by a decline in the number of abdominal wall reconstruction procedures that used our RM products.

Operating earnings for the nine months ended September 30, 2015 were $280.4 million, compared to an operating loss of $21.0 million in the prior-year period. The operating loss for the nine months ended September 30, 2014, was primarily attributable to the Wake Forest settlement. Excluding the impact of the Wake Forest settlement, growth in operating earnings were primarily attributable to improved production yields primarily in our RM business as well as expense savings associated with integration and business optimization efforts, partially offset by increased incentive compensation expense as a result of improved financial performance compared to the prior year period. Adjusted EBITDA from continuing operations for the nine months ended September 30, 2015 increased 2.4% to $526.2 million from $513.8 million in the prior-year period and increased 5.3% on a constant currency basis.


Financial Position

Total cash at September 30, 2015 was $197.0 million. During the first nine months of 2015, Acelity generated cash of $110.0 million from operations, used cash of $54.8 million in investing activities and used cash of $33.5 million in financing activities.

As of September 30, 2015, total long-term debt outstanding, net of discounts, was $4.806 billion and our Net Leverage Ratio2 was 6.2x.







Company Structure

Acelity is a leading global medical technology company committed to the development and commercialization of advanced wound care and regenerative medicine solutions. Acelity was formed by uniting the strengths of three organizations, KCI, Systagenix and LifeCell, into our two business segments: Advanced Wound Therapeutics and Regenerative Medicine. Our mission is to change the clinical practice of medicine with solutions that speed healing, reduce complications, create economic value and improve patients’ lives. Acelity is controlled by investment funds advised by Apax Partners LLP and Apax Partners L.P. and controlled affiliates of Canada Pension Plan Investment Board and the Public Sector Pension Investment Board and certain other co-investors.  Unless otherwise noted in this report, the terms “we,” “our” or “Company,” refer to Acelity and its subsidiaries, collectively.


Non-GAAP Financial Information

The following provides information regarding non-GAAP financial measures used in this earnings release:

To supplement our consolidated results presented in accordance with accounting principles generally accepted in the United States (“GAAP”), we have disclosed non-GAAP financial measures of operating results that exclude or adjust certain items. A reconciliation of Adjusted EBITDA from continuing operations and Adjusted EBITDA to net loss is provided later in this earnings release. In addition, the Company presents certain of its financial results on a constant currency basis in addition to GAAP results. Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. In this release, we calculate constant currency by calculating current-year results using prior-year foreign currency exchange rates.

Management believes these non-GAAP financial measures provide useful supplemental information for its and investors' evaluation of our business performance and are useful for period-over-period comparisons of the performance of our business. While management believes that these financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and should not be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similarly entitled measures reported by other companies. See "Reconciliation from GAAP to Non-GAAP" included within this release for a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures.


1Adjusted EBITDA from continuing operations excludes the operations of our previously divested SPY ELITE® business and the impact of merger-related expenses, foreign currency gains or losses, business optimization expenses and other expenses specified in the reconciliation within this release.

2 The Net Leverage Ratio represents Net Debt divided by Consolidated EBITDA for the last twelve months. Net Debt consists of total indebtedness including capital leases and other financing obligations, less cash and cash equivalents up to the greater of $300.0 million or 40% of Consolidated EBITDA for the last twelve months. Consolidated EBITDA, as defined in our senior secured credit agreement, represents Adjusted EBITDA from continuing operations plus “run rate” cost savings.


FOR MORE INFORMATION, CONTACT:
Investors
Caleb Moore
Office: (210) 255-6433
caleb.moore@acelity.com
 
Media
Cheston Turbyfill
Office: (210) 515-7757
cheston.turbyfill@acelity.com






ACELITY L.P. INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(dollars in thousands)
(unaudited)

 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
% Change
 
2015
 
2014
 
% Change
Revenue:
 
 
 
 
 
 
 
 
 
 
 
Rental
$
185,952

 
$
188,843

 
(1.5
)%
 
$
539,188

 
$
527,449

 
2.2
 %
Sales
291,728

 
292,950

 
(0.4
)
 
844,187

 
856,157

 
(1.4
)
Total revenue
477,680

 
481,793

 
(0.9
)
 
1,383,375

 
1,383,606

 

 
 
 
 
 
 
 
 
 
 
 
 
Rental expenses
76,625

 
83,581

 
(8.3
)
 
232,672

 
254,119

 
(8.4
)
Cost of sales
76,929

 
83,799

 
(8.2
)
 
225,852

 
245,271

 
(7.9
)
Gross profit
324,126

 
314,413

 
3.1

 
924,851

 
884,216

 
4.6

 
 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
159,956

 
162,269

 
(1.4
)
 
466,713

 
507,646

 
(8.1
)
Research and development expenses
14,271

 
15,879

 
(10.1
)
 
43,340

 
51,602

 
(16.0
)
Acquired intangible asset amortization
43,845

 
47,918

 
(8.5
)
 
134,434

 
147,361

 
(8.8
)
Wake Forest settlement

 

 

 

 
198,578

 

Operating earnings (loss)
106,054

 
88,347

 
20.0

 
280,364

 
(20,971
)
 

 
 
 
 
 


 
 
 
 
 
 
Interest income and other
68

 
23

 
195.7

 
282

 
245

 
15.1

Interest expense
(106,609
)
 
(104,475
)
 
2.0

 
(318,709
)
 
(308,475
)
 
3.3

Foreign currency gain (loss)
(9,189
)
 
9,599

 

 
3,412

 
13,687

 
(75.1
)
Derivative instruments gain (loss)
(869
)
 
1,630

 

 
(5,136
)
 
(2,670
)
 
92.4

Loss from continuing operations before income tax benefit
(10,545
)
 
(4,876
)
 
116.3

 
(39,787
)
 
(318,184
)
 
(87.5
)
Income tax benefit
(593
)
 
(1,641
)
 
(63.9
)
 
(7,673
)
 
(114,066
)
 
(93.3
)
Loss from continuing operations
(9,952
)
 
(3,235
)
 

 
(32,114
)
 
(204,118
)
 
(84.3
)
Earnings from discontinued operations, net of tax

 
1,398

 

 

 
3,181

 

Net loss
$
(9,952
)
 
$
(1,837
)
 
 %
 
$
(32,114
)
 
$
(200,937
)
 
(84.0
)%










ACELITY L.P. INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands)

 
September 30,
2015
 
December 31,
2014
Assets:
(unaudited)
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
197,010

 
$
183,541

Accounts receivable, net
383,438

 
370,483

Inventories, net
182,152

 
178,222

Deferred income taxes
27,699

 
63,025

Prepaid expenses and other
43,121

 
27,563

Total current assets
833,420

 
822,834

 
 
 
 
Net property, plant and equipment
270,077

 
288,048

Debt issuance costs, net
59,998

 
77,896

Deferred income taxes
26,705

 
31,692

Goodwill
3,378,298

 
3,378,298

Identifiable intangible assets, net
2,270,324

 
2,397,251

Other non-current assets
4,772

 
4,694

 
 
 
 
 
$
6,843,594

 
$
7,000,713

 
 
 
 
Liabilities and Equity:
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
51,120

 
$
51,827

Accrued expenses and other
405,631

 
343,484

Current installments of long-term debt
25,388

 
25,721

Income taxes payable
3

 
1,305

Deferred income taxes
44,928

 
113,658

Total current liabilities
527,070

 
535,995

 
 
 
 
Long-term debt, net of current installments and discount
4,780,663

 
4,815,290

Non-current tax liabilities
34,386

 
33,300

Deferred income taxes
798,417

 
792,157

Other non-current liabilities
82,951

 
163,258

Total liabilities
6,223,487

 
6,340,000

Equity:
 
 
 
General partner’s capital

 

Limited partners’ capital
638,114

 
670,787

Accumulated other comprehensive loss, net
(18,007
)
 
(10,074
)
Total equity
620,107

 
660,713

 
 
 
 
 
$
6,843,594

 
$
7,000,713











ACELITY L.P. INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

 
Nine months ended September 30,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net loss
$
(32,114
)
 
$
(200,937
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Amortization of debt issuance costs and discount
30,717

 
29,179

Depreciation and other amortization
197,158

 
234,514

Amortization of fair value step-up in inventory

 
6,680

Provision for bad debt
5,465

 
11,613

Equity-based compensation expense
2,366

 
2,966

Deferred income tax benefit
(24,586
)
 
(127,799
)
Unrealized gain on derivative instruments
(5,978
)
 
(9,310
)
Unrealized gain on foreign currency
(9,537
)
 
(27,559
)
Change in assets and liabilities:
 
 
 
Decrease (increase) in accounts receivable, net
(15,889
)
 
26,065

Increase in inventories, net
(15,751
)
 
(9,275
)
Decrease (increase) in prepaid expenses and other
(15,660
)
 
12,341

Increase (decrease) in accounts payable
(545
)
 
7,402

Increase (decrease) in accrued expenses and other
(7,772
)
 
161,227

Increase (decrease) in tax liabilities, net
2,136

 
(12,076
)
Net cash provided by operating activities
110,010

 
105,031

 
 
 
 
Cash flows from investing activities:
 
 
 
Additions to property, plant and equipment
(46,115
)
 
(46,760
)
Increase in inventory to be converted into equipment for short-term rental
(2,110
)
 
(3,289
)
Dispositions of property, plant and equipment
1,917

 
2,251

Businesses acquired in purchase transactions, net of cash acquired
(2,948
)
 
(4,613
)
Increase in identifiable intangible assets and other non-current assets
(5,501
)
 
(9,351
)
Net cash used by investing activities
(54,757
)
 
(61,762
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Distribution to limited partners
(55
)
 

Settlement of profits interest units
(2,812
)
 
(1,416
)
Proceeds from revolving credit facility
30,000

 

Repayments of long-term debt and other financing obligations
(54,372
)
 
(19,863
)
Debt issuance costs
(6,256
)
 

Net cash used by financing activities
(33,495
)
 
(21,279
)
Effect of exchange rate changes on cash and cash equivalents
(8,289
)
 
(4,034
)
Net increase in cash and cash equivalents
13,469

 
17,956

Cash and cash equivalents, beginning of period
183,541

 
206,949

Cash and cash equivalents, end of period
$
197,010

 
$
224,905






ACELITY L.P. INC. AND SUBSIDIARIES
Reconciliation from GAAP to Non-GAAP
Supplemental Revenue Data
(dollars in thousands)
(unaudited)
 
Three months ended September 30,
 
GAAP % Change
 
Constant Currency % Change (1)
 
2015
 
2014 GAAP
 
 
 
GAAP
 
FX Impact
 
Constant
Currency
 
 
 
Advanced Wound Therapeutics revenue:
 
 
 
 
 
 
 
 
 
 
 
Rental
$
185,952

 
$
3,880

 
$
189,832

 
$
188,843

 
(1.5
)%
 
0.5
 %
Sales
179,867

 
14,645

 
194,512

 
184,122

 
(2.3
)
 
5.6

  Total
365,819

 
18,525

 
384,344

 
372,965

 
(1.9
)
 
3.1

 
 
 
 
 
 
 
 
 
 
 
 
Regenerative Medicine revenue:
 
 
 
 
 
 
 
 
 
 
 
Sales
109,332

 
1,425

 
110,757

 
104,611

 
4.5

 
5.9

 
 
 
 
 
 
 
 
 
 
 
 
Other revenue:
 
 
 
 
 
 
 
 
 
 
 
Sales
2,529

 
196

 
2,725

 
4,217

 
(40.0
)
 
(35.4
)
 
 
 
 
 
 
 
 
 
 
 
 
Total revenue:
 
 
 
 
 
 
 
 
 
 
 
Rental
185,952

 
3,880

 
189,832

 
188,843

 
(1.5
)
 
0.5

Sales
291,728

 
16,266

 
307,994

 
292,950

 
(0.4
)
 
5.1

  Total
$
477,680

 
$
20,146

 
$
497,826

 
$
481,793

 
(0.9
)%
 
3.3
 %


 
Nine months ended September 30,
 
GAAP % Change
 
Constant Currency % Change (1)
 
2015
 
2014 GAAP
 
 
 
GAAP
 
FX Impact
 
Constant
Currency
 
 
 
Advanced Wound Therapeutics revenue:
 
 
 
 
 
 
 
 
 
 
 
Rental
$
539,188

 
$
11,518

 
$
550,706

 
$
527,449

 
2.2
 %
 
4.4
 %
Sales
518,104

 
41,632

 
559,736

 
523,784

 
(1.1
)
 
6.9

  Total
1,057,292

 
53,150

 
1,110,442

 
1,051,233

 
0.6

 
5.6

 
 
 
 
 
 
 
 
 
 
 
 
Regenerative Medicine revenue:
 
 
 
 
 
 
 
 
 
 
 
Sales
317,030

 
4,335

 
321,365

 
318,791

 
(0.6
)
 
0.8

 
 
 
 
 
 
 
 
 
 
 
 
Other revenue:
 
 
 
 
 
 
 
 
 
 
 
Sales
9,053

 
829

 
9,882

 
13,582

 
(33.3
)
 
(27.2
)
 
 
 
 
 
 
 
 
 
 
 
 
Total revenue:
 
 
 
 
 
 
 
 
 
 
 
Rental
539,188

 
11,518

 
550,706

 
527,449

 
2.2

 
4.4

Sales
844,187

 
46,796

 
890,983

 
856,157

 
(1.4
)
 
4.1

  Total
$
1,383,375

 
$
58,314

 
$
1,441,689

 
$
1,383,606

 
 %
 
4.2
 %

(1) Represents percentage change between 2015 non-GAAP Constant Currency revenue and 2014 GAAP revenue.






ACELITY L.P. INC. AND SUBSIDIARIES
Reconciliation from GAAP to Non-GAAP
Selected Financial Information
(dollars in thousands)
(unaudited)

 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Net loss
$
(9,952
)
 
$
(1,837
)
 
$
(32,114
)
 
$
(200,937
)
Earnings from discontinued operations, net of tax

 
(1,398
)
 

 
(3,181
)
Interest expense, net of interest income
106,543

 
104,462

 
318,482

 
308,273

Income tax benefit
(593
)
 
(1,641
)
 
(7,673
)
 
(114,066
)
Foreign currency (gain) loss
9,189

 
(9,599
)
 
(3,412
)
 
(13,687
)
Depreciation and other amortization
64,824

 
73,986

 
197,158

 
234,514

Derivative instruments (gain) loss
869

 
(1,630
)
 
5,136

 
2,670

Management fees and expenses
1,252

 
1,505

 
3,929

 
3,694

Equity-based compensation expense
1,061

 
863

 
2,366

 
2,966

Acquisition, disposition and financing expenses (1)
630

 
554

 
4,561

 
5,092

Business optimization expenses (2)
9,597

 
16,290

 
22,947

 
54,672

Wake Forest settlement

 

 

 
198,578

Other permitted expenses (3)
4,052

 
10,246

 
14,818

 
35,196

Adjusted EBITDA from continuing operations
187,472

 
191,801

 
526,198

 
513,784

Adjusted EBITDA from discontinued operations (4)

 
2,273

 

 
5,172

Total Adjusted EBITDA
$
187,472

 
$
194,074

 
$
526,198

 
$
518,956

 
 
 
 
 
 
 
 
Adjusted EBITDA from continuing operations as a percentage of revenue
39.2
%
 
39.8
%
 
38.0
%
 
37.1
%

(1) Represents labor, travel, training, consulting and other costs associated with acquisition, disposition and financing activities, such as the acquisition of Systagenix, technology acquisitions and the amendment of our senior secured credit facility.
(2) Represents labor, travel, training, consulting and other costs associated exclusively with our business optimization initiatives.
(3) Represents charges for the amortization of the fair value step-up in inventory and other permitted expenses.
(4) Adjusted EBITDA from discontinued operations includes the (gain) loss from discontinued operations, adjusted as defined in our senior secured credit agreement.


 
 
 
As Reported % Change
 
Constant Currency % Change (1)
 
2015
 
2014
As Reported
 
 
 
As Reported
 
FX Impact
 
Constant
Currency
 
 
 
Three months ended September 30,
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA from continuing operations
$
187,472

 
$
6,009

 
$
193,481

 
191,801

 
(2.3
)%
 
0.9
%
 
 
 
 
 
 
 
 
 
 
 
 
Nine months ended September 30,
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA from continuing operations
526,198

 
14,893

 
$
541,091

 
513,784

 
2.4
 %
 
5.3
%

(1) Represents percentage change between 2015 Constant Currency EBITDA and 2014 As Reported EBITDA.