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