1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the Quarter Ended June 30, 1995 Commission file number 0-18067 REN CORPORATION-USA (Exact name of registrant as specified in its charter) Tennessee 62-1323090 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 6820 Charlotte Pike 37209 Nashville, TN (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (615) 353-4200 Common Stock, no par value Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO . --- --- As of August 11, 1995, 18,949,084 shares of registrant's Common Stock, no par value, were outstanding. 2 REN CORPORATION-USA FORM 10-Q TABLE OF CONTENTS Page Number Part I. Financial Information Item 1. Financial Statements (Unaudited) Consolidated Balance Sheets as of June 30, 1995 and December 31, 1994 1 Consolidated Statements of Income for the three months and six months ended June 30, 1995 and 1994 2 Consolidated Statements of Changes in Shareholders' Equity for the six months ended June 30, 1995 3 Consolidated Statements of Cash Flows for the six months ended June 30, 1995 and 1994 4 Notes to Unaudited Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 11 Signatures 12 3 REN CORPORATION- USA Consolidated Balance Sheets (in thousands, except share data) June 30, December 31, 1995 1994 -------- ------------ (Unaudited) Current assets: Cash and cash equivalents $ 92 $ 644 Accounts receivable less allowance for uncollectibles and contractual adjustments of $15,022 and $12,885 at June 30, 1995 and December 31, 1994, respectively 20,488 22,252 Estimated third-party settlements, net 431 60 Inventory 3,922 3,382 Prepaid expense 1,622 974 Current deferred taxes, net 3,729 3,079 Other current assets 222 1,385 -------- -------- Total current assets 30,506 31,776 Property, plant and equipment, net 55,163 51,916 Intangible assets, net 55,348 47,460 Notes receivable $2,667 $1,795 Other assets 5,703 1,368 -------- -------- Total assets $149,387 $134,315 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Bank notes payable $ 875 $ - Current maturities of long-term debt and capital lease obligations 92 87 Accounts payable 8,722 6,541 Accrued expenses 4,383 2,939 Accrued wages and benefits 3,842 3,751 Income taxes payable 399 1,521 -------- -------- Total current liabilities 18,313 14,839 Long-term debt and capital lease obligations, less current maturities 4,294 342 Deferred taxes, net 4,974 4,301 Minority interest in consolidated subsidiaries 623 89 -------- -------- Total long-term liabilities 9,891 4,732 Redeemable common stock; 6,000 and 12,000 shares issued and outstanding at June 30, 1995 and December 31, 1994, respectively 24 47 Commitments and contingencies Shareholders' equity: Common stock; no par value, authorized 60,000,000 shares; 18,936,659 and 18,898,546 shares issued and outstanding at June 30, 1995 and December 31, 1994, respectively 102,229 101,841 Additional paid-in capital 4,224 4,224 Retained earnings 14,706 8,650 Less unearned stock grant compensation - $ (18) -------- -------- Total shareholders' equity 121,159 114,697 -------- -------- Total liabilities and shareholders' equity $149,387 $134,315 ======== ======== See accompanying notes to consolidated financial statements. 1 4 REN CORPORATION- USA Consolidated Statements of Operations (in thousands, except per share data) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, ------------------------- -------------------------- 1995 1994 1995 1994 ----------- ----------- ----------- ----------- Revenue: Dialysis services $ 38,714 $ 28,872 $ 73,793 $ 56,309 Laboratory services 4,204 2,766 7,739 5,616 ----------- ----------- ----------- ----------- 42,918 31,638 81,532 61,925 ----------- ----------- ----------- ----------- Direct operating expense: Dialysis services 28,783 21,027 54,437 41,289 Laboratory services 1,318 1,461 2,802 2,901 ----------- ----------- ----------- ----------- 30,101 22,488 57,239 44,190 ----------- ----------- ----------- ----------- Gross operating profit: Dialysis services 9,931 7,845 19,356 15,020 Laboratory services 2,886 1,305 4,937 2,715 ----------- ----------- ----------- ----------- 12,817 9,150 24,293 17,735 Indirect operating expense: Corporate office general, administrative and operations support 2,818 2,499 5,534 5,629 Depreciation and amortization 3,207 2,675 6,069 5,269 Bad debt expense 1,018 687 1,542 1,202 Loss of unconsolidated subsidiary 17 0 62 95 ----------- ----------- ----------- ----------- Income from operations 5,757 3,289 11,086 5,540 Non-operating (income) expense: Interest income (141) (39) (229) (106) Interest expense 349 237 642 493 ----------- ----------- ----------- ----------- Income before income taxes 5,549 3,091 10,673 5,153 Income tax expense 2,274 1,206 4,375 2,030 Minority interest in income of consolidated subsidiary, net of income tax expense of $62 and $167 for the quarter and six months ended June 30, 1995 91 - 241 - ----------- ----------- ----------- ----------- Net income $ 3,184 $ 1,885 $ 6,057 $ 3,123 =========== =========== =========== =========== Net income per common share and comon share equivalent $ 0.17 $ 0.10 $ 0.32 $ 0.17 =========== =========== =========== =========== Weighted average common shares and common share equivalents outstanding 19,027,576 18,886,187 19,021,789 18,868,932 =========== =========== =========== =========== See accompanying notes to consolidated financial statements. 2 5 REN CORPORATION- USA Consolidated Statement of Changes in Shareholders' Equity For the six months ended June 30, 1995 (Unaudited) (in thousands, except share data) Common Additional Unearned --------------------------- Paid-In Retained Stock Grant Shares Amount Capital Earnings Compensation Total ----------- -------- ---------- -------- ------------ -------- December 31, 1994 18,898,546 $101,841 $4,224 $ 8,650 ($18) $114,696 Net income - - - 6,057 - 6,057 Issuance of common stock for employee stock purchase plan 20,038 224 - - - 224 Exercise of stock options 12,075 140 - - - 140 Amortization of unearned stock grant compensation - - - - 18 18 Expiration of redeemable common stock 6,000 24 - - - 24 ---------- -------- ------ ------- -- -------- June 30, 1995 18,936,659 $102,229 $4,224 $14,707 $- $121,159 ========== ======== ====== ======= == ======== See accompanying notes to consolidated financial statements. 3 6 REN CORPORATION-USA Consolidated Statements of Cash Flows (in thousands) (unaudited) Six Months Ended June 30, ------------------- 1995 1994 ------- ------- Cash flows from operating activities: Net income $ 6,057 $ 3,123 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense 6,069 5,269 Amortization of unearned stock grant compensation 18 122 Deferred income taxes 23 - Effect on cash of change in operating assets and liabilities, net of effects from acquisitions: Accounts receivable and estimated third party settlements 1,392 1,600 Inventory (540) (621) Income taxes receivable - - Prepaid expenses and other current assets 515 3,508 Notes receivable and other assets (5,207) 1 Accounts payable 2,181 4,059 Accrued expenses and income taxes 948 1,391 ------- ------- Net cash provided by operating activities 11,456 18,452 ------- ------- Cash flows from investing activities: Acquisitions, net of cash acquired (9,737) - Purchase of property, plant and equipment (6,334) (11,229) Intangible assets acquired (1,136) (235) Net book value of assets sold 2 - ------- ------- Net cash used in investing activities (17,205) (11,464) ------- ------- Cash flows from financing activities: Proceeds from issuance of long-term debt 43,000 4,000 Principal payments on long-term debt and capital lease obligations (38,168) (11,062) Proceeds from common stock options and warrants exercised 365 506 Redemption of common stock - (159) ------- ------- Net cash provided by (used in) financing activities 5,197 (6,715) ------- ------- Net increase (decrease) in cash and cash equivalents (552) 273 Cash and cash equivalents at beginning of period $ 644 $ 655 ------- ------- Cash and cash equivalents at end of period $ 92 $ 928 ======= ======= See accompanying notes to consolidated financial statements. 4 7 REN CORPORATION-USA Consolidated Statements of Cash Flows, Continued Six Months Ended June 30, ------------------ 1995 1994 ---- ---- (in thousands) Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 530 $373 Income taxes 5,310 1 Supplemental schedule of noncash investing and financing activities: During the six months ended June 30, 1995 the Company acquired certain assets, principally goodwill and agreements not to compete, of two dialysis clinics operated by The George Washington University, a 51% ownership in certain assets, principally goodwill and equipment, of Greater Milwaukee Dialysis Corporation, and a 53.3% ownership interest in certain assets, principally goodwill and equipment of Rocky Mountain Kidney Center for an aggregate purchase price of approximately $12 million. During January of both 1995, and 1994, redemption rights on 6,000 shares of common stock for $23,500 expired. 5 8 REN CORPORATION-USA NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (1) Basis of Presentation The accompanying interim financial statements have been prepared in conformity with generally accepted accouting principles for interim financial information and with the instructions to Form 10-Q and Rule 10.01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of Management, the interim consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods. The interim financial statements should be read in conjunction with the 1994 audited consolidated financial statements and related notes. The results of operations for the interim periods may not be indicative of the operating results for the year ending December 31, 1995. (2) Income Taxes Actual income tax expense for the six months ended June 30, 1995, differs from the "expected" income tax expense (computed by applying the federal corporate rate of 35%) as follows: (in thousands) Computed expected federal income tax expense $3,736 Increase in income tax resulting from: State income tax expense, net of federal benefit 486 Other 153 ------ Income Tax Expense $4,375 ====== (3) Bank Credit Facility During 1993, the Company replaced its existing credit agreement with a new agreement with a consortium of banks. Terms of the credit agreement provide the Company with a six-year reducing revolving credit facility in the amount of $60 million. The revolving facility is available in full until August 30, 1995 when the availability begins to reduce by $3.75 million each quarter until fully reduced on May 31, 1999. Borrowings under the facility will bear interest at either the bank prime rate or, at the Company's option, at a LIBOR rate plus an increment of 75 basis points to 125 basis points depending on the ratio of debt to equity in accordance with a predetermined schedule. At June 30, 1995, the Company had waivers for or was in compliance with all loan covenants. The Company had $4 million outstanding under the Credit Agreement at June 30, 1995. 9 (4) Commitments and Contigencies The Company has been named a defendant in various legal actions arising from its normal business activites. In the opinion of management after consultation with counsel, any liability that may arise from such actions will not have a material adverse effect on the Company. On April 24, 1995, the U.S. Health Care Financing Administration (HCFA) advised Associate Regional Adminstrators for Medicare of a contemplated change in the government's interpretation of the amendment to the Medicare Secondary Payor (MSP) End Stage Rental Disease (ESRD) provision of the Social Security Act contained in the Omnibus Budget Reconciliation Act of 1993 (OBRA 93). An upcoming Program Instruction will officially advise Medicare Intermediaries that prior guidance by HCFA was erroneous and direct the Intermediaries to apply the reinterpretation of the Law retractively and prospective to all ESRD claims after August 10, 1993 The effect of this reinterpretation of the Law is to make Medicare the primary payor in cases where a Medicare beneficiary is entitled to Medicare benefits on the bases of either age or disability and ESRD and where the entitlement other than ESRD precedes the ESRD diagnosis. According to previous memorandum issued by Medicare Intermediaries, the MSP provisions would apply irrespective of whether the ESRD diagnosis was before or after the Medicare entitlement other than ESRD. Because commercial rates are normally in excess of the Medicare allowable rates, the change in the application of the MSP provisions may result in a reduction of dialysis revenue going forward for those patients whose Medicare entitlement other than ESRD preceded their ESRD diagnosis. Because the reinterpretation of the MSP provisions to OBRA 93 is retoractive to August 10, 1993, the Company may be required to refund amount paid by commercial payors and bill Medicare as the primary payor for patients whose Medicare eligibility preceded their eligibility due to ESRD. It is not possible to predict at this time the financial consequences of such refund requests, net of any available reserves. 10 REN CORPORATION-USA MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION FOR THE QUARTER AND SIX MONTHS ENDED JUNE 30, 1995 RESULTS OF OPERATIONS Revenue for the quarter and six months ended June 30, 1995 increased to $42,918,000 and $81,532,000, respectively, compared to $31,638,000 and $61,925,000 for the quarter and six months ended June 30, 1994, respectively. Net income increased to $3,184,000 and $6,057,000, or $0.17 and $0.32 per share for the quarter and six months ended June 30, 1995, respectively, from $1,885,000 and $3,123,000, or $.10 and $.17 per share for the quarter and six months ended June 30, 1994, respectively. Dialysis Services. Dialysis services revenue increased 34.1% and 31.1% from $28,872,000 and $56,309,000 in the quarter and six months ended June 30, 1994 to $38,714,000 and $73,793,000 in the corresponding periods in the current year, respectively. Since June 30, 1994, the Company acquired or developed seventeen dialysis centers, three of which were acquired or developed during the second quarter of 1995. Of the increase for the quarter ended June 30, 1995, approximately $7,205,000 was attributable to revenue growth in centers which were opened subsequent to July 1, 1994 and the remainder was attributable to revenue from centers which were open as of such date. Direct operating expense for dialysis services increased 36.9% and 31.8% from $21,027,000 and $41,289,000 in the quarter and six months ended June 30, 1994 to $28,783,000 and $54,437,000 in the corresponding periods in the current year, respectively. Direct operating expenses of the new centers added since July 1, 1994, accounted for approximately 20.0% of the total increase. Gross operating profit for dialysis services increased 26.6% and 28.9% from $7,845,000 and $15,020,000, in the quarter and six months ended June 30, 1994 as compared to $9,931,000 and $19,356,000 in the corresponding periods in the current year, respectively. The increase in expense relative to revenues was anticipated and was due largely to the investment in new centers. These centers are built with excess capacity in anticipation of growth in the patient census. Until these centers mature, operating costs are greater in relation to revenue. On April 26, 1995, the U.S. Health Care Financing Administration (HCFA) advised Associate Regional Administrators for Medicare of a contemplated change in the government's interpretation of the amendment to the Medicare Secondary Payor (MSP) End Stage Renal Disease (ESRD) provision of the Social Security Act contained in the Omnibus Budget Reconciliation Act of 1993 (OBRA 93). An upcoming Program Instruction will officially advise Medicare Intermediaries that prior guidance by HCFA 11 was erroneous and direct the intermediaries to apply the reinterpretation of the Law retroactively and prospective to all ESRD claims after August 10, 1993. The effect of this reintepretation of the Law is to make Medicare the primary payor in cases where a Medicare beneficiary is entitled to Medicare benefits on the basis of either age or disability and ESRD and where the entitlement other than ESRD precedes the ESRD diagnosis. According to previous memorandum issued by Medicare Intermediaries, the MSP provisions would apply irrespective of whether the ESRD diagnosis was before or after the Medicare entitlement other than ESRD. Because commercial rates are normally in excess of the Medicare allowable rates, the change in the application of the MSP provisions may result in a reduction of dialysis revenue going forward for those patients whose Medicare entitlement other than ESRD preceded their ESRD diagnosis. Because the interpretation of the MSP provisions pursuant to OBRA 93 is retroactive to August 10, 1993, the Company may be required to refund amounts paid by commercial payors and bill Medicare as the primary payor for patients whose Medicare eligibility preceded their eligibility due to ESRD. It is not possible to predict at this time the financial consequences of such refund requests, net of any available reserves. Laboratory Services. Laboratory services revenue increased by 52.0% for the quarter and 37.8% for the current year to date from $2,766,000 and $5,616,000 for the quarter and six months ended June 30, 1994 to $4,204,000 and $7,739,000 in the quarter and six months ended June 30, 1995, respectively. Direct operating expense for laboratory services decreased 9.8% and 3.4% from $1,461,000 and $2,901,000 in the quarter and six months ended June 30, 1994 to $1,318,000 and $2,802,000 in the quarter and six months ended June 30, 1995, respectively. Gross operating profit for laboratory services was $1,305,000 and $2,715,000 for the quarter and six months ended June 30, 1994 compared to $2,886,000 and $4,937,000 for the quarter and six months ended June 30, 1995, increases of 121.2% and 81.8%, respectively. Management believes that the reduction of expenses was primarily due to increased efficiency and quality of its laboratory operations, which combined with the increased revenues resulted in increased gross operating profit for laboratory services. Corporate Office, General, Administrative and Operations Support. Expenses for corporate office, general, administrative and operations support increased by 12.8% and decreased 1.7% from $2,499,000 and $5,629,000 for the quarter and six months ended June 30, 1994 to $2,818,000 and $5,534,000 for the respective periods in the current year. Such expense items decreased as a percent of total 12 revenue from 7.9% and 9.1% in the quarter and six months ended June 30, 1994 to 6.6% and 6.8% in the corresponding periods in the current year, respectively. Depreciation and Amortization. Depreciation and amortization increased 19.9% and 15.2% from $2,675,000 and $5,269,000 in the quarter and six months ended June 30, 1994 to $3,207,000 and $6,069,000 in the corresponding periods in the current year, respectively. The increase in 1995 was due to the addition of new and the expansion of existing facilities since June 30, 1994. Interest Income. Interest income increased from $39,000 and $106,000 for the quarter and six months ended June 30, 1994 to $141,000 and $229,000 in the corresponding periods in the current year, respectively. The increase was due primarily to funds deposited into an escrow account commited to clinic expansion. Interest Expense. Interest expense increased from $237,000 and $493,000 in the quarter and six months ended June 30, 1994 to $349,000 and $642,000 in the corresponding periods in the current year, respectively. The increase in interest expense was primarily the result of an increase in the average rate on borrowed funds coupled with, to a lesser degree, an increase in the average amount of debt outstanding during each period due to the costs of the acquisitions and construction of additional facilities by the Company. Income Before Provision for Income Taxes. Income increased from $3,091,000 and $5,153,000 in the quarter and six months ended June 30, 1994 to income of $5,549,000 and $10,673,000 in the corresponding periods in the current year, respectively. The increase was primarily the result of the increase in gross operating profit and the reductions of corporate office, general, administrative and operations support expenses, as summarized above. Income Tax Expense. Provision for income taxes increased from $2,030,000 for the six months ended June 30, 1994 to $4,375,000 for the six months ended June 30, 1995. The estimated annual effective income tax rate for 1995 is 41%. Liquidity and Capital Resources Historically, the Company has used a significant portion of its available funds to acquire and develop new dialysis centers. The development of such dialysis centers accounts for the majority of funds expended by the Company for property, plant and equipment. The Company has also invested funds in computer equipment and software development. 13 During the three months ended June 30, 1995, the Company completed the development of two dialysis facilities, located in Richmond, Virginia, and in Atlanta, Georgia and acquired a controlling interest in a third facility, located in Denver, Colorado, for an aggregate cost to date of $5.1 million. The Richmond facility was developed in conjunction with the Medical College of Virginia and the Atlanta facility was developed in conjunction with Emory University. The Company also began the expansion and/or relocation of several existing dialysis facilities, which the Company anticipates will open by the end of 1995. The development of a dialysis facility requires the construction of a new center but does not include the purchase of an existing business. Developments may require small investments in intangibles, but the majority of the sums expended will be for leasehold improvements, property, plant and equipment and for working capital. As developments do not typically begin operation with a high level of capacity utilization, they may have negative or nominal cash flow for the first several months of operation. The Company attempts to develop facilities which are expected to have rapid growth rates in patients, thereby expanding operations at reduced investments versus a strategy focused only on acquisitions. The Company's primary source of funds for operations and development has been cash flow from operations, proceeds of bank borrowings and the proceeds of private and public sales of equity securities. The Company believes that cash flow generated from operations will be sufficient to cover its operational and debt service requirements as well as to fund a limited number of development projects. On May 4, 1993, the Company replaced its existing credit agreement with First Union with a new agreement with First Union as agent and with the First National Bank of Boston and National Westminster Bank as co-lenders. Terms of the credit agreement provide the Company with a six year reducing revolving credit facility in the amount of $60 million. The revolving facility is available in full until August 30, 1995 when the availability begins to reduce by $3,750,000 each quarter until fully reduced on May 31, 1999. Borrowings under the facility will bear interest at either the First Union prime rate or, at the Company's option, at a LIBOR rate plus an increment of 75 basis points to 125 basis points depending on the ratio of debt to equity in accordance with a predetermined schedule. As of June 30, 1995, the Company had $4 million outstanding under the credit agreement. These amounts bore interest either at a LIBOR rate plus 75 basis points or at bank prime. For the six months ended June 30, 1995, average days revenue outstanding in accounts receivable decreased to 46 days versus 62 days for the year ended December 31, 1994, primarily as a result of continuation of the Company's efforts during the first and second quarters of 1995 to address aged balances which existed as of December 31, 1994. 14 Part II. Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Shareholders ("Annual Meeting") was held June 1, 1995. At the Annual Meeting, the shareholders of the Company approved the following proposals: a. adoption of an amendment to the REN Corporation-USA Employee Stock Purchase Plan was approved (14,859,288 votes for, 29,375 votes against, with 4,032,508 abstained and broker non-votes); b. an increase in the number of shares available for issuance under the Company's Non-Statutory Stock Option Plan was approved (14,790,175 votes for, 68,505 votes against, with 4,062,491 abstained and broker non-votes); and c. the following persons were elected as Directors of the Company to serve for a three year term and until their respective successors are elected and qualified by the votes specified in the table below: Broker For Withheld Non-Votes --- -------- --------- J. Kenneth Jacobs, M.D. 14,986,663 24,501 3,910,007 Juha P. Kokko, M.D., Ph.D. 14,997,663 13,501 3,910,007 The terms of the following directors continued beyond the Annual Meeting and they did not stand for re- election: Mats S. Wahlstrom Lawrence J. Centella Herbert S. Lawson Jan Gustavsson Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Exhibit 11(a) Calculation of Earnings Per Share 27 Financial Data Schedule (for SEC use only) 15 (b) Reports on Form 8-K On April 12, 1995, the Company filed a report on Form 8-K in respect of The George Washington University acquisition. 16 SIGNATURES Pursuant to the requirement of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. REN CORPORATION-USA August 11, 1995 /s/ Bradley S. Wear ------------------------------------------------- Bradley S. Wear Senior Vice President, Treasurer and Chief Financial Officer