FOR MORE INFORMATION, CONTACT:
|
| |
| Investors | News Media |
Nathan Speicher
| Mike Barger
|
Office: (210) 255-6027
| Office: (210) 255-6824
|
| nathan.speicher@kci1.com | mike.barger@kci1.com |
CENTAUR GUERNSEY L.P. INC. REPORTS
SECOND QUARTER AND FIRST HALF FINANCIAL RESULTS FOR 2014
- Second quarter 2014 worldwide Centaur Guernsey L.P. Inc. (“Centaur”) revenue of $465.2 million, up 7.5% from the prior-year period as reported and 7.1% from the prior-year period on a constant currency basis
- Second quarter 2014 loss from continuing operations of $152.7 million compared to a loss from continuing operations of $61.9 million for the prior-year period
- Second quarter 2014 total Adjusted EBITDA from continuing operations1 of $169.7 million compared to $177.0 million for the prior-year period
Highlights of the second quarter ended June 30, 2014
Centaur revenue for the second quarter of 2014 was $465.2 million, up from the prior-year comparable period by 7.5% as reported and 7.1% on a constant currency basis. Our loss from continuing operations for the second quarter of 2014 was $152.7 million compared to $61.9 million in the prior-year period. Adjusted EBITDA from continuing operations were $169.7 million for the second quarter of 2014, compared to $177.0 million in the prior-year period.
“This quarter, we made progress in a number of critical areas, including continued year-over-year growth in our core product volumes and solid performance from our recently acquired Systagenix business,” said Joe Woody, President and Chief Executive Officer. “I’m confident we are laying the foundation to deliver long-term sustainable growth.”
Financial Position
Total cash at June 30, 2014 was $213.7 million. During the first six months of 2014, Centaur generated cash of $61.4 million from operations, used cash of $40.8 million in investing activities and used cash of $14.7 million in financing activities.
As of June 30, 2014, total long-term debt outstanding was $4.88 billion and our Net Leverage Ratio2 was 6.2x.
Acquisition of Systagenix
In the fourth quarter of 2013, we closed the acquisition of Systagenix, an established provider of advanced wound therapeutics products. Financial results of Systagenix are included within our consolidated financial statements for the period subsequent to the acquisition date. Combining Systagenix's advanced wound dressings with our KCI wound care business and innovation pipeline will enable us to create additional value for customers by providing more complete solutions for patients and clinicians.
Wake Forest Patent Settlement
On June 30, 2014 , KCI entered into a settlement and release agreement (the “Settlement Agreement”) with Wake Forest to fully and finally resolve the pending patent disputes between them regarding Wake Forest’s NPWT patents formerly licensed to KCI. To fully resolve all the pending disputes between KCI and Wake Forest, KCI agreed to pay Wake Forest retrospective U.S. patent royalties in the amount of $280 million payable over 3 years. As a result, we recorded patent settlement charges of $198.6 million in the second quarter of 2014 representing the net present value of payments under the Settlement Agreement, net of the $63.2 million previously recorded liability.
Company Structure
Centaur is a non-operating holding company whose business is comprised of the operations of wholly owned subsidiaries that commercialize our advanced wound therapeutics and regenerative medicine products. Our advanced wound therapeutics business is conducted by KCI and its subsidiaries, including Systagenix, and our regenerative medicine business is conducted by LifeCell. Centaur is controlled by investment funds advised by Apax Partners 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 Centaur and its subsidiaries, collectively.
Non-GAAP Financial Information
Within this document, we have presented 1) Adjusted EBITDA from continuing operations, as defined in our senior secured credit agreement and 2) supplemental revenue data to exclude the impact of foreign currency fluctuations on a non-GAAP basis.
These non-GAAP financial measures do not replace the presentation of our GAAP results. We have provided this supplemental non-GAAP information because it may provide meaningful information regarding our results on a basis that better facilitates an understanding of our results of operations which may not be otherwise apparent under GAAP. Management uses this non-GAAP financial information, along with GAAP information, for reviewing the operating results of its business segments and for analyzing potential future business trends. In addition, we believe some investors may use this information in a similar fashion. A reconciliation of certain GAAP selected financial information for the periods presented to the non-GAAP selected financial information provided is included herein.
1Adjusted EBITDA from continuing operations excludes the operations of our previously divested TSS 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 and a pro forma adjustment related to EBITDA of Systagenix for the pre-acquisition period beginning July 1, 2013, which is not included in our consolidated financial statements.
CENTAUR GUERNSEY L.P. INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(dollars in thousands)
(unaudited)
|
| | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2014 | | 2013 | | % Change | | 2014 | | 2013 | | % Change |
| Revenue: | | | | | | | | | | | |
| Rental | $ | 175,235 |
| | $ | 190,245 |
| | (7.9 | )% | | $ | 341,793 |
| | $ | 378,408 |
| | (9.7 | )% |
| Sales | 289,936 |
| | 242,434 |
| | 19.6 |
| | 570,917 |
| | 470,155 |
| | 21.4 |
|
| Total revenue | 465,171 |
| | 432,679 |
| | 7.5 |
| | 912,710 |
| | 848,563 |
| | 7.6 |
|
| | | | | | | | | | | | |
| Rental expenses | 87,038 |
| | 90,382 |
| | (3.7 | ) | | 172,830 |
| | 187,733 |
| | (7.9 | ) |
| Cost of sales | 82,307 |
| | 59,325 |
| | 38.7 |
| | 165,609 |
| | 115,556 |
| | 43.3 |
|
| Gross profit | 295,826 |
| | 282,972 |
| | 4.5 |
| | 574,271 |
| | 545,274 |
| | 5.3 |
|
| | | | | | | | | | | | |
| Selling, general and administrative expenses | 170,585 |
| | 204,983 |
| | (16.8 | ) | | 346,946 |
| | 366,425 |
| | (5.3 | ) |
| Research and development expenses | 18,233 |
| | 20,397 |
| | (10.6 | ) | | 35,723 |
| | 38,179 |
| | (6.4 | ) |
| Acquired intangible asset amortization | 48,754 |
| | 46,461 |
| | 4.9 |
| | 99,443 |
| | 94,007 |
| | 5.8 |
|
| Wake Forest settlement | 198,578 |
| | — |
| | — |
| | 198,578 |
| | — |
| | — |
|
| Operating earnings (loss) | (140,324 | ) | | 11,131 |
| | — |
| | (106,419 | ) | | 46,663 |
| | — |
|
| | | | | | | | | | | | |
| Interest income and other | 127 |
| | 904 |
| | (86.0 | ) | | 222 |
| | 1,062 |
| | (79.1 | ) |
| Interest expense | (101,805 | ) | | (105,658 | ) | | (3.6 | ) | | (204,000 | ) | | (213,746 | ) | | (4.6 | ) |
| Loss on extinguishment of debt | — |
| | (2,164 | ) | | — |
| | — |
| | (2,164 | ) | | — |
|
| Foreign currency gain (loss) | 3,852 |
| | (7,772 | ) | | — |
| | 4,088 |
| | (3,197 | ) | | — |
|
| Derivative instruments gain (loss) | (4,297 | ) | | 10,556 |
| | — |
| | (4,300 | ) | | 10,040 |
| | — |
|
| Loss from continuing operations before income tax benefit | (242,447 | ) | | (93,003 | ) | | 160.7 |
| | (310,409 | ) | | (161,342 | ) | | 92.4 |
|
| Income tax benefit | (89,730 | ) | | (31,056 | ) | | 188.9 |
| | (111,309 | ) | | (56,024 | ) | | 98.7 |
|
| Loss from continuing operations | (152,717 | ) | | (61,947 | ) | | 146.5 |
| | (199,100 | ) | | (105,318 | ) | | 89.0 |
|
| Loss from discontinued operations, net of tax | — |
| | (628 | ) | | — |
| | — |
| | (2,044 | ) | | — |
|
| Net loss | $ | (152,717 | ) | | $ | (62,575 | ) | | 144.1 | % | | $ | (199,100 | ) | | $ | (107,362 | ) | | 85.4 | % |
CENTAUR GUERNSEY L.P. INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands)
|
| | | | | | | |
| | June 30,
2014 | | December 31,
2013 |
| Assets: | (unaudited) | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 213,667 |
| | $ | 206,949 |
|
| Accounts receivable, net | 371,061 |
| | 407,578 |
|
| Inventories, net | 185,491 |
| | 181,567 |
|
| Deferred income taxes | 32,551 |
| | 23,621 |
|
| Prepaid expenses and other | 43,248 |
| | 53,161 |
|
| Total current assets | 846,018 |
| | 872,876 |
|
| | | | |
| Net property, plant and equipment | 306,642 |
| | 333,725 |
|
| Debt issuance costs, net | 89,960 |
| | 102,054 |
|
| Deferred income taxes | 35,734 |
| | 31,459 |
|
| Goodwill | 3,378,931 |
| | 3,378,661 |
|
| Identifiable intangible assets, net | 2,472,073 |
| | 2,549,201 |
|
| Other non-current assets | 5,219 |
| | 4,669 |
|
| | | | |
| | $ | 7,134,577 |
| | $ | 7,272,645 |
|
| | | | |
| Liabilities and Equity: | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 54,846 |
| | $ | 50,316 |
|
| Accrued expenses and other | 428,491 |
| | 328,975 |
|
| Current installments of long-term debt | 26,100 |
| | 26,311 |
|
| Income taxes payable | 4,099 |
| | 3,368 |
|
| Deferred income taxes | 17,219 |
| | 2,199 |
|
| Total current liabilities | 530,755 |
| | 411,169 |
|
| | | | |
| Long-term debt, net of current installments and discount | 4,856,928 |
| | 4,865,503 |
|
| Non-current tax liabilities | 53,989 |
| | 53,682 |
|
| Deferred income taxes | 860,070 |
| | 1,003,784 |
|
| Other non-current liabilities | 133,360 |
| | 40,432 |
|
| Total liabilities | 6,435,102 |
| | 6,374,570 |
|
| Equity: | | | |
| General partner's capital | — |
| | — |
|
| Limited partners’ capital | 701,433 |
| | 900,218 |
|
| Accumulated other comprehensive loss, net | (1,958 | ) | | (2,143 | ) |
| Total equity | 699,475 |
| | 898,075 |
|
| | | | |
| | $ | 7,134,577 |
| | $ | 7,272,645 |
|
CENTAUR GUERNSEY L.P. INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited)
|
| | | | | | | |
| | Six months ended June 30, |
| | 2014 | | 2013 |
| Cash flows from operating activities: | | | |
| Net loss | $ | (199,100 | ) | | $ | (107,362 | ) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | | | |
| Amortization of debt issuance costs and discount | 19,409 |
| | 17,205 |
|
| Depreciation and other amortization | 160,528 |
| | 171,194 |
|
| Loss on disposition of assets | — |
| | 3,315 |
|
| Amortization of fair value step-up in inventory | 6,680 |
| | — |
|
| Fixed asset and inventory impairment | — |
| | 30,259 |
|
| Write-off of other intangible assets | — |
| | 13,400 |
|
| Wake Forest settlement | 198,578 |
| | — |
|
| Provision for bad debt | 8,239 |
| | 3,521 |
|
| Loss on extinguishment of debt | — |
| | 2,164 |
|
| Equity-based compensation expense | 2,103 |
| | 1,196 |
|
| Deferred income tax benefit | (141,532 | ) | | (71,357 | ) |
| Excess tax benefit from equity-based payment arrangements | — |
| | — |
|
| Unrealized gain on derivative instruments | (3,785 | ) | | (11,697 | ) |
| Unrealized gain on revaluation of cross currency debt | (3,104 | ) | | (4,318 | ) |
| Change in assets and liabilities: | | | |
| Decrease in accounts receivable, net | 27,186 |
| | 5,912 |
|
| Increase in inventories, net | (10,881 | ) | | (10,997 | ) |
| Decrease (increase) in prepaid expenses and other | 9,765 |
| | (15,315 | ) |
| Increase in accounts payable | 4,412 |
| | 2,939 |
|
| Increase (decrease) in accrued expenses and other | (17,827 | ) | | 8,359 |
|
| Increase in tax liabilities, net | 707 |
| | 1,975 |
|
| Net cash provided by operating activities | 61,378 |
| | 40,393 |
|
| | | | |
| Cash flows from investing activities: | | | |
| Additions to property, plant and equipment | (28,382 | ) | | (39,981 | ) |
| Increase in inventory to be converted into equipment for short-term rental | (4,121 | ) | | (8,523 | ) |
| Dispositions of property, plant and equipment | 532 |
| | 432 |
|
| Businesses acquired in purchase transaction, net of cash acquired | (4,613 | ) | | — |
|
| Increase in identifiable intangible assets and other non-current assets | (4,230 | ) | | (2,558 | ) |
| Net cash used by investing activities | (40,814 | ) | | (50,630 | ) |
| | | | |
| Cash flows from financing activities: | | | |
| Settlement of profits interest units | (1,416 | ) | | — |
|
| Distribution to limited partners | — |
| | (1,572 | ) |
| Repayments of long-term debt and capital lease obligations | (13,271 | ) | | (52,926 | ) |
| Payment of debt issuance costs | — |
| | (21,122 | ) |
| Net cash used by financing activities | (14,687 | ) | | (75,620 | ) |
| Effect of exchange rate changes on cash and cash equivalents | 841 |
| | (1,676 | ) |
| Net increase (decrease) in cash and cash equivalents | 6,718 |
| | (87,533 | ) |
| Cash and cash equivalents, beginning of period | 206,949 |
| | 383,150 |
|
| Cash and cash equivalents, end of period | $ | 213,667 |
| | $ | 295,617 |
|
CENTAUR GUERNSEY L.P. INC. AND SUBSIDIARIES
Reconciliation from GAAP to Non-GAAP
Supplemental Revenue Data
(dollars in thousands)
(unaudited)
|
| | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | GAAP % Change | | Constant Currency % Change (1) |
| | 2014 | | 2013 GAAP | | |
| | GAAP | | FX Impact | | Constant Currency | | | |
| Advanced Wound Therapeutics revenue: | | | | | | | | | | | |
| Rental | $ | 173,629 |
| | $ | (348 | ) | | $ | 173,281 |
| | $ | 189,232 |
| | (8.2 | )% | | (8.4 | )% |
| Sales | 178,026 |
| | (1,098 | ) | | 176,928 |
| | 128,533 |
| | 38.5 |
| | 37.7 |
|
| Total | 351,655 |
| | (1,446 | ) | | 350,209 |
| | 317,765 |
| | 10.7 |
| | 10.2 |
|
| | | | | | | | | | | | |
| Regenerative Medicine revenue: | | | | | | | | | | | |
| Rental | 1,606 |
| | — |
| | 1,606 |
| | 1,013 |
| | 58.5 |
| | 58.5 |
|
| Sales | 111,910 |
| | (134 | ) | | 111,776 |
| | 113,901 |
| | (1.7 | ) | | (1.9 | ) |
| Total | 113,516 |
| | (134 | ) | | 113,382 |
| | 114,914 |
| | (1.2 | ) | | (1.3 | ) |
| | | | | | | | | | | | |
| Total Revenue: | | | | | | | | | | | |
| Rental | 175,235 |
| | (348 | ) | | 174,887 |
| | 190,245 |
| | (7.9 | ) | | (8.1 | ) |
| Sales | 289,936 |
| | (1,232 | ) | | 288,704 |
| | 242,434 |
| | 19.6 |
| | 19.1 |
|
| Total | $ | 465,171 |
| | $ | (1,580 | ) | | $ | 463,591 |
| | $ | 432,679 |
| | 7.5 | % | | 7.1 | % |
|
| | | | | | | | | | | | | | | | | | | | | |
| | Six months ended June 30, | | GAAP % Change | | Constant Currency % Change (1) |
| | 2014 | | 2013 GAAP | | |
| | GAAP | | FX Impact | | Constant Currency | | | |
| Advanced Wound Therapeutics revenue: | | | | | | | | | | | |
| Rental | $ | 338,606 |
| | $ | 277 |
| | $ | 338,883 |
| | $ | 375,155 |
| | (9.7 | )% | | (9.7 | )% |
| Sales | 349,028 |
| | (322 | ) | | 348,706 |
| | 248,492 |
| | 40.5 |
| | 40.3 |
|
| Total | 687,634 |
| | (45 | ) | | 687,589 |
| | 623,647 |
| | 10.3 |
| | 10.3 |
|
| | | | | | | | | | | | |
| Regenerative Medicine revenue: | | | | | | | | | | | |
| Rental | 3,187 |
| | — |
| | 3,187 |
| | 3,253 |
| | (2.0 | ) | | (2.0 | ) |
| Sales | 221,889 |
| | (184 | ) | | 221,705 |
| | 221,663 |
| | 0.1 |
| | — |
|
| Total | 225,076 |
| | (184 | ) | | 224,892 |
| | 224,916 |
| | 0.1 |
| | — |
|
| | | | | | | | | | | | |
| Total Revenue: | | | | | | | | | | | |
| Rental | 341,793 |
| | 277 |
| | 342,070 |
| | 378,408 |
| | (9.7 | ) | | (9.6 | ) |
| Sales | 570,917 |
| | (506 | ) | | 570,411 |
| | 470,155 |
| | 21.4 |
| | 21.3 |
|
| Total | $ | 912,710 |
| | $ | (229 | ) | | $ | 912,481 |
| | $ | 848,563 |
| | 7.6 | % | | 7.5 | % |
(1) Represents percentage change between 2014 non-GAAP Constant Currency revenue and 2013 GAAP revenue.
CENTAUR GUERNSEY L.P. INC. AND SUBSIDIARIES
Reconciliation from GAAP to Non-GAAP
Selected Financial Information
(dollars in thousands)
(unaudited)
|
| | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2014 | | 2013 | | 2014 | | 2013 |
| | | | | | | | |
| Net loss | $ | (152,717 | ) | | $ | (62,575 | ) | | $ | (199,100 | ) | | $ | (107,362 | ) |
| Loss from discontinued operations, net of tax | — |
| | 628 |
| | — |
| | 2,044 |
|
| Interest expense, net of interest income | 101,706 |
| | 105,531 |
| | 203,811 |
| | 213,463 |
|
| Income tax benefit | (89,730 | ) | | (31,056 | ) | | (111,309 | ) | | (56,024 | ) |
| Foreign currency gain | (3,852 | ) | | 7,772 |
| | (4,088 | ) | | 3,197 |
|
| Depreciation and other amortization | 78,499 |
| | 84,412 |
| | 160,528 |
| | 171,194 |
|
| Derivative instruments loss | 4,297 |
| | (10,556 | ) | | 4,300 |
| | (10,040 | ) |
| Management fees and expenses | 1,199 |
| | 1,350 |
| | 2,189 |
| | 2,752 |
|
| Equity-based compensation expense | 1,162 |
| | 663 |
| | 2,103 |
| | 1,196 |
|
Acquisition, disposition and financing expenses (1) | 1,728 |
| | 12,009 |
| | 4,538 |
| | 15,410 |
|
Business optimization expenses (2) | 20,073 |
| | 32,641 |
| | 38,382 |
| | 50,408 |
|
| Wake Forest settlement | 198,578 |
| | — |
| | 198,578 |
| | — |
|
Other permitted expenses (3) | 8,805 |
| | 36,196 |
| | 24,950 |
| | 47,516 |
|
| Adjusted EBITDA from continuing operations | 169,748 |
| | 177,015 |
| | 324,882 |
| | 333,754 |
|
Adjusted EBITDA from discontinued operations (4) | — |
| | (7 | ) | | — |
| | (10 | ) |
| Total adjusted EBITDA | $ | 169,748 |
| | $ | 177,008 |
| | $ | 324,882 |
| | $ | 333,744 |
|
| | | | | | | | |
| Adjusted EBITDA from continuing operations as a percentage of revenue | 36.5 | % | | 40.9 | % | | 35.6 | % | | 39.3 | % |
(1) Represents labor, travel, training, consulting and other costs associated with acquisition, disposition and financing activities, such as the acquisitions of Systagenix and Attenuate and the repricing 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 write-off of in-process research and development, 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, excluding any related gain or loss on
disposition of assets, adjusted as defined in our senior secured credit agreement.
