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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number 0-23165
RENEX CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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FLORIDA 65-0422087
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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201 Alhambra Plaza, Suite 800, Coral Gables, Florida 33134
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
Registrant's telephone number including area code: (305) 448-2044
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
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(TITLE OF CLASS)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [ X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]
The aggregate market value of Renex Corp. Common Stock, $.001 par value held
by non-affiliates of the Company was $24,745,505 as of March 22, 1999 based upon
the closing sales price of the Common Stock as reported on the Nasdaq National
Market System on such date.
Number of shares of Common Stock of Renex Corp. outstanding as of March 22,
1999: 7,252,466
DOCUMENTS INCORPORATED BY REFERENCE
None
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PART I
ITEM 1. BUSINESS
Renex Corp. ("Renex" or the "Company") is a high quality provider of
dialysis and ancillary services to patients suffering from chronic kidney
failure, generally referred to as end stage renal disease ("ESRD"). The Company
has grown through DE NOVO development and acquisitions, and seeks to distinguish
itself on the basis of quality patient care and responsiveness to the
professional needs of its referring nephrologists. As of December 31, 1998, the
Company provided dialysis services to approximately 1,200 patients in eight
states, through 20 outpatient dialysis facilities and a staff-assisted home
dialysis program. Additionally, the Company provided inpatient dialysis services
at 17 hospitals as of December 31, 1998.
THE DIALYSIS INDUSTRY
END STAGE RENAL DISEASE
ESRD is the state of advanced chronic kidney disease that is characterized
by the irreversible loss of kidney function. A normal human kidney removes waste
products and excess water from the blood, preventing water overload, toxin
buildup and eventual poisoning of the body. Chronic kidney disease can be caused
by a number of conditions, including inherited diseases, diabetes, hypertension
and other illnesses. Patients suffering from ESRD require routine dialysis
treatments or kidney transplantation to sustain life. Transplantation is
significantly limited due to the scarcity of suitable organ donors, the
incidence of organ transplant rejection and the ineligibility of many ESRD
patients for transplantation due to health and age. As a result, the vast
majority of ESRD patients must rely on dialysis for the remainder of their
lives.
According to the Health Care Financing Administration ("HCFA"), the number
of patients receiving chronic kidney dialysis services in the United States has
increased from 66,000 patients in 1982 to over 208,000 patients in 1996.
According to the National Institutes of Health, the number of ESRD patients is
projected to reach 300,000 by the year 2000. HCFA estimates that the national
incidence rate of new cases of ESRD in 1996 was approximately 268 patients per
million when considering all age groups, but was 1,144 patients per million in
individuals age 65 to 74, and 1,079 patients per million in individuals age 75
and over. The Company attributes the growth in the number of ESRD patients
principally to: (i) the aging of the U.S. population; (ii) better treatment and
longer survival of patients suffering from diabetes, hypertension, and other
illnesses that lead to ESRD; and (iii) improved dialysis technology which has
enabled dialysis to be provided to older patients and patients who previously
could not tolerate dialysis due to their physical condition.
According to HCFA, total spending for ESRD in the United States in 1996 was
an estimated $14.6 billion, of which Medicare paid an estimated $11.0 billion.
The Company estimates that approximately $7.0 billion of the $14.6 billion was
spent on dialysis and ancillary services. Since 1972, most ESRD patients in the
United States have been entitled to Medicare benefits, regardless of age or
financial circumstances. Currently, 93% of all ESRD patients in the United
States receive Medicare reimbursement for treatment.
DIALYSIS FACILITIES; TREATMENTS AND STAFF
FACILITIES. Patients with ESRD generally receive dialysis treatment through
a dialysis facility, which may be a free-standing or a hospital-based outpatient
facility. Most dialysis facilities offer a range of services to ESRD patients,
including: dialysis treatments; provision of supplies and equipment; patient,
family and community training and education; insurance counseling; billing
services; dietary counseling and social services support. In 1996, there were
over 3,100 dialysis facilities in the United States, of which approximately 77%
were free-standing and approximately 23% were hospital-based outpatient
facilities. The primary function of dialysis facilities is to provide ESRD
patients with life sustaining kidney dialysis, including both hemodialysis and
peritoneal dialysis.
HEMODIALYSIS. HCFA estimates that as of December 31, 1996, approximately 84%
of ESRD patients in the United States were receiving hemodialysis treatments
(83% in outpatient facilities and 1% in the home). Hemodialysis uses an
artificial kidney, called a dialyzer, to remove certain toxins and fluid from
the patient's blood and a machine to control external blood flow and to monitor
certain vital signs of the patient. Hemodialysis patients are connected to a
dialysis machine via a vascular access device. The dialysis process occurs
across a semipermeable membrane that divides the dialyzer into two distinct
chambers. While the blood is circulated through one chamber, a premixed
dialysate solution is circulated through the other chamber. The toxins and
excess fluid from the blood cross the membrane into the dialysate solution. A
typical hemodialysis treatment lasts three to four hours and is administered
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three times per week. During the dialysis procedure, patients generally remain
seated next to the hemodialysis machine, but are able to read, watch television
(if available) or converse with other patients or clinic staff. Most clinics
provide some flexibility in scheduling (such as evening and weekend hours) to
minimize disruption to the patients' lives. In certain cases, hemodialysis may
also be performed at home for patients who are medically suitable and have a
willing and capable assistant. Home hemodialysis requires training for both the
patient and the caregiver, and requires monitoring by a designated outpatient
facility.
PERITONEAL DIALYSIS. As of December 31, 1996, HCFA estimates that
approximately 16% of all ESRD patients were receiving peritoneal dialysis in the
home, under the supervision of an outpatient facility. There are several
variations of peritoneal dialysis. The most common forms are continuous
ambulatory peritoneal dialysis ("CAPD") and continuous cycling peritoneal
dialysis ("CCPD"). All forms of peritoneal dialysis use the patient's peritoneal
(abdominal) cavity to eliminate fluid and toxins from the patient's blood. CAPD
utilizes a sterile, pharmaceutical grade dialysate solution, which is introduced
into the patient's peritoneal cavity through a surgically implanted catheter.
Toxins in the blood continuously cross the peritoneal membrane into the
dialysate solution. After several hours, the patient must drain and replace the
fluid. CCPD is performed in a manner similar to CAPD but utilizes a mechanical
device to cycle the dialysate solution while the patient is sleeping. Peritoneal
dialysis patients are closely monitored by the designated dialysis facility,
either through periodic (at least monthly) visits to the facility or through
visits to the patient's home by a dialysis facility nurse.
PATIENT CARE PROFESSIONALS. ESRD patients are generally under the care of a
nephrologist, who is typically supported by a team of dialysis professionals,
including:
NEPHROLOGISTS. Nephrology is a subspecialty within the specialty of internal
medicine. Nephrologists specialize in the management of all forms of
kidney-related ailments and the administration of related services.
Nephrologists typically are the primary care physicians for ESRD patients. As
specialists, nephrologists provide consultation services to other physicians'
patients who suffer from kidney-related ailments and examine and treat pre-ESRD
patients. Nephrologists serve as the primary gatekeepers of ESRD patients and,
in consultation with their patients, play a significant role in determining
which dialysis facilities and hospitals will be used by such patients. While
managed care directs a small minority of these patients (estimated by HCFA at 3%
in 1996), nephrologists direct the vast majority of patients.
PATIENT CARE PERSONNEL. Patient care personnel include registered nurses and
patient care technicians who work under the supervision of registered nurses.
Patient care personnel administer the dialysis treatment in accordance with the
nephrologists' prescriptions. Nurses also assess the patient's condition
throughout treatment, administer all medication, provide psycho-social
assessments, and educate patients regarding their treatment.
DIETICIANS. Dialysis patients in general, and hemodialysis patients in
particular, must follow a restricted diet. The effectiveness and the efficiency
of each patient's dialysis treatment is influenced by the patient's compliance
with these dietary restrictions. In addition, many dialysis patients receive a
complex regimen of nutritional supplements to augment their diet. Dialysis
facilities generally employ dieticians who are responsible for designing a
patient's diet, educating and training the patient about the importance of the
diet, and continually monitoring the patient's nutritional status and compliance
with dietary guidelines.
SOCIAL WORKERS. Federal regulations require that a social worker, having a
masters degree in social work and a background in clinical practice, provide
assessment and counseling to ESRD patients and their families. Social workers
are also required to assist ESRD patients in obtaining transportation to and
from the dialysis facility, financial support services from government and
private sources when needed, insurance and dialysis services when traveling away
from home.
BUSINESS STRATEGY
The Company's goal is to continue expanding its geographic coverage and
market penetration while maintaining high quality patient care and physician
satisfaction with its services. Renex intends to enter new markets primarily
through acquisitions and to penetrate existing markets primarily through DE NOVO
development, same facility growth and the establishment of alliances with
hospitals and managed care organizations.
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BUSINESS DEVELOPMENT ACTIVITIES
In March 1998, the Company through its wholly-owned subsidiary, Renex
Dialysis Clinic of South Georgia, Inc., purchased certain of the assets and the
operating business and assumed certain liabilities of South Georgia Dialysis
Services, LLC, a Georgia limited liability company ("SGDS") which operated four
dialysis facilities in southern Georgia.
During 1998, the Company developed three facilities located in Maplewood,
Missouri; Union, Missouri; and Bloomfield, New Jersey. These facilities began
servicing patients between March 1998 and August 1998.
OPERATIONS
OUTPATIENT FACILITIES
As of December 31, 1998, the Company operated 20 outpatient dialysis
facilities, with a total of 319 certified dialysis stations. All of the
facilities are operated through wholly-owned subsidiaries.
OPERATION OF FACILITIES
The Company's dialysis facilities are designed specifically for outpatient
hemodialysis and for the training of peritoneal dialysis and home hemodialysis
patients. Each facility has between 10 and 21 dialysis stations and many
facilities are designed to accommodate additional stations as patient census
increases. In addition, each facility generally contains a reception room, a
patient preparation area, a nurse's station, a patient examination room, a
patient training room, a water treatment room, a dialyzer reprocessing room,
staff work areas, offices, a kitchen, a supply room, and a lounge. All of the
Company's facilities contain state-of-the-art equipment and modern
accommodations and are typically located near public transportation. The
facilities are designed to provide a pleasant and comfortable environment for
each patient and include such amenities as color television sets for each
patient station, VCRs for patient education and entertainment, and portable
telephones.
Each facility is managed by a full time professional administrator or nurse
manager with experience in the dialysis industry. Each administrator or manager
is supported by nursing professionals, social workers, dieticians, technicians
and clerical support staff. In accordance with Medicare regulations, each
facility is supervised by a practicing physician, typically a nephrologist, who
serves as medical director. The medical director is responsible for implementing
the Company's policies and procedures to assure high quality patient care. The
medical director's responsibilities also include patient education,
recommendation of appropriate equipment, development of staff training programs
and community relations.
The Company also offers peritoneal dialysis, both CAPD and CCPD, at all of
its facilities. Such services consist of patient training, the provision of
equipment and supplies, patient monitoring and follow-up assistance to patients
who prefer and are able to receive this form of dialysis. Patients and their
families or other caregivers are trained over a two week period by a registered
nurse to perform peritoneal dialysis.
INPATIENT DIALYSIS SERVICES
The Company provides inpatient dialysis services to 17 hospitals pursuant to
contracts negotiated with the hospitals for treatments. Treatment fees are paid
directly by the hospitals. The Company's inpatient dialysis services are
provided in hospitals located in Mississippi, Massachusetts, Pennsylvania,
Illinois and Georgia. In most instances, the Company provides the dialysis
equipment and supplies and administers the dialysis treatment when requested.
Examples of cases in which inpatient services are required include patients with
acute kidney failure resulting from trauma or other causes, newly diagnosed but
clinically unstable ESRD patients and ESRD patients who require hospitalization.
The Company also provides hemapheresis treatments in several hospitals in
Georgia.
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STAFF-ASSISTED HOME HEMODIALYSIS SERVICES
In addition to the Company's outpatient dialysis facilities, the Company
provides staff-assisted home hemodialysis services in St. Louis, Missouri. In
this program, the Company provides dialysis equipment, supplies and a qualified
nurse or technician to administer the hemodialysis treatments in the patient's
home. Such treatments are performed three times per week on a schedule
convenient to the patient.
ANCILLARY SERVICES
The Company provides a full range of ancillary services to ESRD patients,
the most prominent of which is the physician prescribed administration of
bioengineered erythropoietin ("EPO"). EPO is a substitute for the natural
protein, erythropoietin, which is secreted by the kidneys and stimulates the
production and development of red blood cells. Low levels of erythropoietin in a
patient's blood often result in anemia. EPO is useful in the treatment of anemia
associated with ESRD and reduces the need for blood transfusions. Substantially
all ESRD patients receive EPO in dosages varying with a patient's weight and
blood count. Overall, the Company derived approximately one-third of its net
revenues for the years ended December 31, 1996, 1997 and 1998 from the provision
of ancillary services. The majority of such net revenues were from the
administration of EPO. EPO is produced by only one manufacturer. Although the
Company has not experienced any difficulty in obtaining supplies of EPO, there
can be no assurance that the Company will be able to obtain sufficient supplies
at reasonable prices, or at all.
Other ancillary services that the Company provides to its ESRD patients
include electrocardiograms, bone densitometry studies, nerve conduction studies,
chest x-rays, blood transfusions and the administration of pharmaceutical
products specific to ESRD, such as iron dextran (an intravenous iron
supplement), calcitriol (an intravenous calcium supplement) and intradialytic
parenteral nutrition ("IDPN").
MEDICAL DIRECTORS
Medicare regulations mandate that, in order to receive reimbursement under
the Medicare ESRD program, the dialysis facility must be "under the general
supervision of a Director who is a physician." Generally, the medical director
must be certified or board eligible in internal medicine, with at least twelve
months of training or experience in the care of ESRD patients at dialysis
facilities. Some facilities may also have associate medical directors.
Medical directors and associate medical directors enter into written
agreements with the Company which specify their duties and establish their
compensation. Compensation is fixed for periods of one year or more, is
separately negotiated for each facility, and generally depends upon competitive
factors in the local market and the medical director's professional
qualifications and responsibilities. Agreements between the Company and its
medical directors have a minimum term of five years and may extend for as much
as ten years. Under these agreements, the Company pays its medical directors a
base annual compensation, which is paid in monthly installments. Medical
director agreements, to the extent permitted by law, restrict the medical
director from acting as a medical director, owner or equity holder in competing
dialysis facilities within a specific geographic area. However, the agreements
do not prohibit the physician from providing direct patient care services at
other locations, and do not require or compensate the physician for referrals of
patients to the facility.
In connection with acquisitions, the Company generally requires
non-competition agreements from the sellers, whether physicians or otherwise.
Such non-competition agreements prohibit such sellers from owning, operating,
maintaining or otherwise participating in competing facilities within specific
geographic areas for periods of two to ten years.
QUALITY ASSURANCE/CONTINUOUS QUALITY IMPROVEMENT
Renex has established a system-wide quality assurance process, which
includes its Continuous Quality Improvement ("CQI") program, to ensure that a
high standard of care is provided to all of the Company's patients. The CQI
program is modeled after the Joint Commission on Accreditation of Healthcare
Organization's ten step process. The CQI program is implemented at the facility
level by the medical director, clinic administrator and director of nursing.
This process involves the continuous collection and analysis of patient care
data to identify areas for improvement and to monitor progress of previously
implemented measures. Each facility regularly audits its quality of care and
equipment to ensure that all aspects of patient care meet the standards set by
the Company's corporate office. The Company manages the CQI program at the
corporate level through the compilation and analysis of all facilities'
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statistical data. These data are used to compare the Company's overall
performance and each facility's specific performance to the national core
indicators established for the dialysis industry by HCFA and the regional ESRD
networks. Results of these comparisons are used to effect Company-wide
improvements.
Additional quality assurance support is provided by the Company's corporate
office through a quality assurance department. The department develops, monitors
and audits the quality standards of each dialysis facility on an ongoing basis
through reporting mechanisms and site inspections to ensure the facilities meet
the regulations of HCFA and the Occupational Safety and Health Administration.
SOURCES OF REIMBURSEMENT
The following table provides information regarding the percentage of net
revenues received by the Company by source:
YEARS ENDED
DECEMBER 31,
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1996 1997 1998
--------- --------- -------
Medicare/Medicaid.............. 67.2% 74.3% 67.2%
Private/Managed Care Payors.... 30.9 23.3 27.0
Hospital Inpatient Dialysis
Services.................... 1.9 2.4 5.8
-------- -------- --------
Total................. 100.0% 100.0% 100.0%
======== ======== ========
The Company obtains a substantial portion of its reimbursement under a
prospective Medicare reimbursement system for dialysis services provided to ESRD
patients. The Social Security Act ("SSA") provides Medicare coverage for
individuals who are medically determined to have ESRD, regardless of age. ESRD
is currently defined in federal regulations as that stage of kidney impairment
that appears irreversible and permanent and requires a regular course of
dialysis or kidney transplantation to maintain life. Once an individual is
medically determined to have ESRD, the SSA specifies that one of two conditions
must be met before entitlement begins: (i) a regular course of dialysis must
begin; or (ii) a kidney transplant must be performed. The SSA provides that
entitlement begins 90 days after the month in which a regular course of dialysis
is initiated.
Under the Medicare ESRD program, reimbursement rates per treatment are fixed
in advance and have been adjusted from time to time by the U.S. Congress.
Payment for dialysis services is based on a prospective system which was
implemented by HCFA in 1972. Providers are paid a base reimbursement rate per
dialysis treatment (the "Composite Rate"). The Composite Rate constitutes
payment for all routinely provided supplies, drugs, tests and services
incidental to dialysis. Other dialysis related ancillary services, including
certain drugs such as EPO, blood transfusions and certain tests ordered by
physicians, are separately reimbursed in accordance with Medicare's
reimbursement policies. Although this form of reimbursement limits the allowable
charge per treatment, it provides the Company with predictable and recurring per
treatment net revenue. Medicare, through its carriers, pays 80% of the amounts
set by the Medicare prospective reimbursement system. The remaining 20% is paid
by Medicaid, secondary private insurance coverage, if any, and/or the patient.
From time to time, the U.S. Congress adjusts the applicable Composite Rate
and fees based upon a review of several factors, including provider cost data
from prior years. Prior to 1983, the average Composite Rate was established at
$138 per treatment. In 1983, the average Composite Rate was reduced to $127 per
treatment for free-standing outpatient dialysis facilities. In 1986, the average
Composite Rate was further reduced to $125 per treatment. In January 1991, the
average composite rate was increased to $126, the current level. The Composite
Rate varies from region to region based on regional wage variations. In its
March 1999 REPORT TO THE CONGRESS, the Medicare Payment Advisory Commission
("MedPAC") recommended that the Composite Rate be increased in the range of 2.4%
to 2.9%. The Company is unable to predict what, if any, future changes may occur
in the Composite Rate. Any reductions in the Composite Rate could have a
material adverse effect on the Company's business, financial condition and
results of operations.
One ancillary item that provides the Company with significant net revenues
is the provision of Erythropoiten. Since 1989, the ESRD Program has funded the
administration of erythropoiten. Erythropoiten is produced synthetically in the
form of Epogen ("EPO"), a drug manufactured by only one supplier. Naturally
occurring erythropoiten, which is created in healthy kidneys and stimulates the
production of red blood cells in bone marrow, is not produced in sufficient
quantities in most ESRD patients. Consequently, ESRD patients are typically
anemic and require EPO hormonal replacement therapy.
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Initially, the ESRD Program funded EPO use at $40 per treatment for dosing
to 10,000 units and $70 for dosages in excess of 10,000 units. In 1990 HCFA
adopted a policy to fund at $11 per 1,000 units, a rate which remained unchanged
for four years. This system was subject to ceiling hematocrit levels (a
measurement of the percentage of red blood cells per unit volume of blood), with
exceptions made for patients that provided medical justification. In 1994,
funding for EPO was cut to $10 per 1,000 units. No further change in the
reimbursement level of EPO has been made since 1994. The current administration
proposed budget for fiscal year includes a proposal to reduce reimbursement for
EPO from $10 to $9 per 1,000 units administered.
Prior to June 1997, HCFA did not fund EPO reimbursement claims involving
patients for whom hematocrit levels exceeded 36% in any billing period. This
policy was modified in July 1997 when HCFA adopted a 36.5% ceiling based on a
90-day trailing hematocrit average. On June 20, 1998, HCFA issued a Program
Memorandum to its intermediaries and carriers that removed certain requirements
relating to EPO reimbursement and effectively raised the hematocrit ceiling to
37.5%.
HCFA is also developing a medical justification exception policy that will
establish rigid guidelines for sustaining hematocrit levels greater than 36%.
Until this is developed, intermediaries are instructed to conduct post-payment
review for claims above 36% to ensure that medical justification is properly
documented. The Company cannot predict future changes in the reimbursement rate
for the administration of EPO, the future reimbursement dosage limit per
administration, or the cost of the drug. Any reductions in reimbursement, dosage
limitations, or increases in the cost of the drug could have a material adverse
effect on the Company's business, financial condition and results of operations.
Effective January 1, 1998, the reimbursement rates for drugs other than EPO
were reduced by approximately 5%. The current administration proposed budget for
fiscal year proposes to reduce the amount of reimbursement for drugs, other than
EPO, from 95% to 83% of the average wholesale price. The Company cannot predict
future changes in the reimbursement rate, dosage limitations or costs of these
drugs administered to its patients. Any reductions in reimbursement, dosage
limitations, or increases in the costs of the drugs could have a material
adverse effect on the Company's business, financial condition and results of
operations.
In March 1996, HCFA published a request for proposals ("RFP"), requesting
bids from managed care companies to participate in a three year test program for
the comprehensive treatment of ESRD patients, including dialysis, kidney
transplantation, physician and hospital services. Currently, managed care
companies are only permitted to arrange for the dialysis treatment of existing
members of their programs who develop ESRD subsequent to their enrollment in the
managed care plan. HCFA selected four managed care companies which were allowed
to recruit ESRD patients beginning in mid-1997 in a test program over a three
year period. One managed care company subsequently withdrew from the test
program and was not replaced. The results of the test program will determine
whether HCFA will open up the market to additional managed care companies. The
RFP included a capitation payment scale for ESRD patients. HCFA also required
that the managed care companies offer certain extra services including
rehabilitation counseling, free transportation to physicians' offices and
discounted prescription drugs to all ESRD patients. The Company is unable to
predict whether the HCFA test program will be successful and result in large
numbers of ESRD patients enrolling in managed care programs, or the impact, if
any, of such enrollment on the Company's operations. The widespread introduction
of managed care to the dialysis industry could result in a change of the
reimbursement rates for the Company's services, which could have a material
effect on the Company's business, financial condition and results of operations.
MEDICARE ELIGIBILITY. Medicare laws provide that any individual, regardless
of age, who has no primary insurance coverage from a private insurance company
or managed care organization and is diagnosed as having ESRD is automatically
covered under Medicare if he or she is Medicare eligible and applies for
coverage. Coverage varies depending upon the age of the patient and the status
of other insurance coverage. For ESRD patients over age 65, who are not covered
by an employer group health insurance plan, Medicare coverage commences
immediately. For ESRD patients over age 65 who are covered by an employer group
health plan, Medicare coverage begins after a 30 month coordination of benefits
period.
For ESRD patients under age 65 who are not covered by an employer group
health insurance plan, Medicare coverage begins 90 days following the month in
which the patient begins dialysis. During the first 90 days, Medicaid (if the
patient is eligible), private insurance, or the patient is responsible for
payment for dialysis services. If an ESRD patient who is not covered by an
employer group health plan begins home dialysis training during the first 90
days of dialysis, Medicare immediately becomes the primary payor.
Effective August 1997, ESRD patients under age 65 who are covered by an
employer group health insurance plan must wait 33 months (consisting of the
three months' entitlement waiting period described above and an additional 30
months coordination of benefits period) before Medicare becomes the primary
payor. During the 33 month period, the employer group health plan is
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responsible for paying primary benefits at its negotiated rate or, in the
absence of such a rate, at the Company's usual and customary charges. Following
such 33 month period, Medicare becomes the primary coverage and the group
insurance becomes secondary. If an ESRD patient who is covered by an employer
group health plan elects home dialysis training during the first 90 days of
dialysis, Medicare becomes the primary payor after 30 months.
MEDICAID REIMBURSEMENT. Medicaid programs are state administered programs
partially funded by the federal government. These programs are intended to
provide coverage for patients whose income and assets fall below state defined
levels and who are otherwise uninsured. In certain states, Medicaid serves as
the primary payor for patients who are not eligible for Medicare benefits. The
programs also serve as supplemental insurance programs for the Medicare
co-insurance portion and provide coverage for certain services that are not
covered by Medicare. State regulations generally follow Medicare reimbursement
levels and coverages without any co-insurance requirements. Certain states,
however, require beneficiaries to pay a monthly share of the cost based upon
levels of income or assets. The Company is a licensed ESRD Medicaid provider in
all states in which it does business.
PRIVATE PAYOR REIMBURSEMENT/ACUTE CARE CONTRACTS. The Company receives
reimbursement from private payors for ESRD treatments and ancillary services
prior to Medicare becoming the primary payor, at rates which can be
significantly higher than the per treatment rate set by Medicare. After Medicare
becomes a patient's primary payor, private payors become secondary payors and
generally reimburse the Company for the 20% of the Medicare allowable rate not
paid by Medicare. The Company has also negotiated non-exclusive managed care
contracts in certain markets with certain payors at rates which range from the
Medicare composite rate to significantly higher amounts. The Company also
receives payments for the provision of dialysis services from several hospitals
under acute care contracts at rates significantly higher than the Medicare
composite rate.
GOVERNMENT REGULATION
GENERAL
The Company's operations are subject to extensive government regulation at
the federal, state and local levels. These government regulations require, among
other things, that the Company meet various standards governing the construction
and management of facilities, personnel, maintenance of proper records,
equipment and quality assurance programs. In order to receive Medicare
reimbursement, dialysis facilities must be certified by Medicare and are subject
to periodic inspection to assure compliance with applicable regulations.
Medicare's approval is also required for the addition of dialysis stations at
existing facilities. All of the Company's facilities are Medicare certified.
All states have specific regulations governing dialysis services. These
regulations vary from state to state and many include approval of owners and
construction plans, licensure of facilities, inspections or certificates of need
("CON"). Except for its facilities located in Mississippi, the Company does not
presently operate in any state which has an applicable CON law. However, the
Company may in the future acquire or develop facilities in such states. In such
event, the Company would apply for approval through the applicable CON process
and comply with all applicable licensing requirements.
Any loss by the Company of its federal certifications, its authorization to
participate in the Medicare or Medicaid programs or its licenses under the laws
of any state or other governmental authority from which a substantial portion of
its net revenues is derived or a change reducing dialysis reimbursement or
reducing or eliminating coverage for dialysis services would have a material
adverse effect on the Company's business, financial condition and results of
operations. The Company believes that the health care services industry will
continue to be subject to intense regulation at the federal, state and local
levels, the scope and effect of which cannot be predicted. No assurance can be
given that the activities of the Company will not be reviewed and challenged by
government regulators or that health care reform or budget initiatives will not
result in a material adverse change to the Company.
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FRAUD AND ABUSE
ANTI-KICKBACK STATUTE. The Company's operations are subject to the illegal
remuneration provisions of the federal SSA governing federally funded health
care programs, including Medicare and Medicaid, and similar state laws that
impose criminal penalties and civil sanctions on persons who knowingly and
willfully solicit, offer, receive or pay any remuneration, whether directly or
indirectly, in return for, or to induce, the referral of a patient for
treatment, or, among other things, the ordering, purchasing, or leasing of items
or services that may be paid for in whole or in part by Medicare, Medicaid or
similar state programs. Violations of the federal anti-kickback statute are
punishable by criminal penalties, including imprisonment, fines, freezing of
assets, asset forfeiture and exclusion of the provider from future participation
in the Medicare or Medicaid programs. Civil penalties for violations of the
federal anti-kickback statute include assessments of $10,000 per improper claim
for payment, plus three times the amount of such claim and suspension from
future participation in the Medicare or Medicaid programs. Civil suspension from
participation in Medicare or Medicaid for anti-kickback violations also can be
imposed through an administrative process, without the imposition of civil
monetary penalties. Some state statutes also include criminal penalties.
To provide guidance regarding the federal anti-kickback statute, the OIG has
published regulations that create exceptions or "safe harbors" for certain
business transactions. The safe harbors are narrowly drafted and many lawful
transactions fall outside their scope. However, transactions that satisfy the
criteria under applicable safe harbors will be deemed not to violate the federal
anti-kickback statute. Transactions that do not satisfy all elements of a
relevant safe harbor do not necessarily violate the statute, although such
transactions may be subject to scrutiny by enforcement agencies.
Since the federal anti-kickback statute has been broadly interpreted by the
government and through court decisions, it could limit the manner in which the
Company conducts its business. The Company seeks to structure its various
business arrangements, including its relationship with physicians, to comply
with the federal provisions. However, there can be no assurance that the
Company's arrangements with physicians and other business arrangements comply in
all material respects with the federal anti-kickback statute and all other
applicable related laws and regulations. Because of the broad provisions of the
federal anti-kickback statute, the OIG or another governmental agencies may
require the Company to change its practices causing a material adverse effect on
its business, financial condition and results of operations.
LEASES WITH PHYSICIANS. Certain of the Company's dialysis facilities are
leased from entities in which physicians who refer patients to the Company hold
interests. Because of the referral of patients by these physicians, the federal
anti-kickback statute may apply. HHS has promulgated a safe harbor relevant to
such arrangements relating to space rental. While the Company seeks to structure
its arrangements to satisfy the safe harbor provisions, there can be no
assurance that the Company's leases are in compliance with the federal
anti-kickback statute.
MEDICAL DIRECTOR RELATIONSHIPS. Because the Company's medical directors
refer patients to the Company's facilities, the federal anti-kickback statute
could apply to such referrals. The Company seeks to comply with the requirements
of the federal anti-kickback statute, or if applicable, the personal services or
employment safe harbor provisions, when entering into agreements or contracts
with its medical directors and other physicians. However, there can be no
assurance that the Company's contractual arrangements with its medical directors
are in compliance with the federal anti-kickback statute.
ACUTE DIALYSIS SERVICES. Under the Company's acute inpatient dialysis
service arrangements, the Company agrees to provide a hospital with supervised
emergency or acute dialysis services, including qualified nursing, technical
personnel and services, and, in most cases, equipment. Because physicians under
contract with the Company may refer patients to hospitals with which the Company
has an acute dialysis service arrangement, the federal anti-kickback statute
could apply. There can be no assurance that the Company's contractual
arrangements with hospitals for acute inpatient dialysis services are in
compliance with the federal anti-kickback statute.
CERTAIN RELATIONSHIPS WITH LABORATORIES AND IDPN SUPPLIERS. The Company
enters into arrangements with laboratories for purposes of obtaining blood tests
and laboratory services for its patients. Such services include tests currently
reimbursed under the Composite Rate, as well as tests reimbursed separately from
the Composite Rate. In October 1994, the OIG published a Special Fraud Alert
which stated that the federal anti-kickback statute could be violated when a
dialysis facility obtains discounts from a laboratory for tests encompassed
within the Composite Rate in return for referring all or most of the dialysis
facility's tests not included in the composite rate to the laboratory. In
addition, the Company has arrangements with suppliers of IDPN. In May 1993, the
OIG issued a report indicating its belief that many ESRD patients receive IDPN
although they do not meet Medicare coverage guidelines for the treatment.
Furthermore, in July 1993, the OIG issued a Management Advisory Report
indicating that "administration fees" paid by
8
10
IDPN suppliers to dialysis facilities for administering IDPN to patients during
dialysis could violate the federal anti-kickback statute when the payments made
to the dialysis facilities are unreasonably high.
While the Company seeks to structure all of its arrangements so as not to
violate the anti-kickback statute, Tthere can be no assurance that the Company's
current arrangements with laboratories, IDPN suppliers, and other persons or
entities who either refer patients to the Company or from whom the Company
purchases items or services are in material compliance with the federal
anti-kickback statute or that the Company's future arrangements will not be
challenged, required to be changed, or result in sanctions. Furthermore, there
can be no assurance that the Company will not be challenged or subject to
sanctions for any of its past arrangements. Any such challenge or change,
including any related sanctions which might be assessed, could have a material
adverse effect on the Company's business, financial condition and results of
operations.
STARK LAW. Stark II restricts physician referrals for certain "designated
health services" to entities with which a physician or an immediate family
member has a "financial relationship." The entity is prohibited from claiming
payment under the Medicare or Medicaid programs for services rendered pursuant
to a prohibited referral and is liable for the refund of amounts received
pursuant to prohibited claims. The entity also can incur civil penalties of up
to $15,000 per improper claim and can be excluded from participation in the
Medicare or Medicaid programs. Stark II provisions became effective on January
1, 1995. Comparable provisions applicable to clinical laboratory services
("Stark I") became effective in 1992.
A "financial relationship" under the Stark provisions is defined as an
ownership or investment interest in, or a compensation arrangement between, the
physician (or an immediate family member) and the entity. The Company has
entered into compensation agreements with its medical directors or their
respective professional associations, and in one case a medical director is a
general partner of a partnership which leases real property to the Company.
Certain medical directors also own shares of the Company's Common Stock, and/or
options to purchase shares of Common Stock. Accordingly, such medical directors
have a "financial relationship" with the Company which may be applicable to the
Stark provisions.
For purposes of Stark II, "designated health services" include, among other
things: clinical laboratory services; parenteral and enteral nutrients,
equipment and supplies, including IDPN; prosthetics, orthotics and prosthetic
devices and supplies; physical and occupational therapy services; outpatient
prescription drugs; durable medical equipment, and inpatient and outpatient
hospital services. Kidney dialysis is not a designated health service under
Stark II. However, the definition of "designated health services" includes items
and services that are components of dialysis or that may be provided to a
patient in connection with dialysis, if such items and services were considered
separately rather than collectively as dialysis. The Stark I regulations provide
an exception for certain clinical laboratory services reimbursed under the
Medicare composite rate for dialysis. HHS recently promulgated regulations
clarifying that ancillary services administered in conjunction with dialysis
treatments which are not included in the Composite Rate, such as EPO,
non-routine parenteral items and non-routine laboratory services, are considered
part of the dialysis treatment and are not therefore a designated health
service.
Stark II contains exceptions for ownership or compensation arrangements that
meet certain specific criteria set forth in the statute or in forthcoming
regulations. With respect to ownership, certain qualifying in-office physician
or ancillary services provided by or under the supervision of physicians in a
single group practice are exempt from both ownership and compensation
arrangement restrictions. With respect to compensation arrangements, exceptions
are available for certain qualifying arrangements in the following areas: (i)
bona fide employment relationships; (ii) personal services contracts; (iii)
space and equipment leasing arrangements; (iv) certain group practice
arrangements with a hospital that were in existence prior to December 1989; and
(v) purchases by physicians of laboratory services, or of other items and
services at fair market value. In order to be exempt from the Stark II
self-referral prohibition, it is necessary to meet all of the criteria of a
particular exception for each financial relationship existing between an entity
and a referring physician. Although the Company does not believe Stark II
applies to its operations, the Company believes that several of its financial
relationships with referring physicians meet the criteria for an exception. For
example, the Company believes, based on the language of Stark II, that its
agreements with its medical directors or their professional associations satisfy
the exceptions for compensation pursuant to employment relationships, personal
services contracts or space leasing arrangements.
With respect to physician ownership/investments in the Company, Stark II
includes an exception for a physician's ownership or investment interest in
securities listed on an exchange or quoted on the Nasdaq Stock Market which, in
either case, meet certain criteria. Such criteria include a requirement that the
issuer of such securities have at least $75 million in stockholder equity at the
end of the issuer's most recent fiscal year or on average during the previous
three fiscal years. The Company is not currently eligible to rely on this
exception. There can be no assurance that if Stark II is ultimately interpreted
to apply to the Company's operations, the
9
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Company will be able to bring its financial relationships with referring
physicians into compliance with the provisions of Stark II, including relevant
exceptions. If the Company cannot achieve such compliance and Stark II is
broadly interpreted by HCFA to apply to the Company, such application of Stark
II could have a material adverse effect on the Company's business, financial
condition and results of operations. Furthermore, there can be no assurance that
the Company will not be challenged or subjected to sanctions for any of its past
arrangements, including repayment of amounts made pursuant to a prohibited
referral. Any such challenge, including any related sanctions which might be
assessed, may cause a change in the Company's operations and could have a
material adverse effect on the Company's business, financial condition and
results of operations.
Because physicians under contract with the Company may refer patients to
hospitals with which the Company has an acute inpatient dialysis service
arrangement, Stark II may be interpreted by the federal government to apply to
the Company's acute dialysis arrangements with hospitals. However, Stark II
contains exceptions for certain equipment rental and personal services
arrangements. There can be no assurance that the Company's contractual
arrangements with hospitals for acute inpatient dialysis services are in
compliance with the requirements of such exceptions to Stark II.
STATE REFERRAL REGULATIONS. Several states have enacted statutes prohibiting
physicians from holding financial interests in various types of medical
facilities to which they refer patients. The Company believes, based on its
understanding of such state laws, that its arrangements with physicians are in
material compliance with such laws. However, given the recent enactment of such
state laws, there is an absence of definitive interpretative guidance in many
areas and there can be no assurance that one or more of the practices of the
Company might not be subject to challenge under such state laws. If one or more
of such state laws are interpreted to apply to the Company and the Company is
determined to be liable for violations of such state laws, the application of
such state laws could have a material adverse effect on the Company's business,
financial condition and results of operations.
THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 AND THE
BALANCED BUDGET ACT OF 1997. In August 1996, President Clinton signed the Health
Insurance Portability and Accountability Act ("HIPAA") which requires, among
other things, that the Secretary of HHS issue advisory opinions regarding what
constitutes a violation under the federal anti-kickback statute and whether an
arrangement satisfies a statutory exception or regulatory safe harbor to the
federal anti-kickback statute. Prior to HIPAA's enactment, advisory opinions
regarding the federal anti-kickback statute could not be obtained from the OIG.
The OIG recently issued regulations regarding the procedures for obtaining
advisory opinions. The Company has not sought any advisory opinions from the OIG
to date.
The Balanced Budget Act of 1997 also includes numerous health fraud
provisions, including: (i) new Medicare and Medicaid exclusion authority for the
transfer of ownership or control interest in an entity to an immediate family or
household member in anticipation of, or following, a conviction, assessment, or
exclusion; (ii) increased mandatory exclusion periods for multiple health fraud
convictions, including permanent exclusion for those convicted of three health
care-related crimes; (iii) authority for the Secretary of HHS to refuse to enter
into Medicare agreements with convicted felons; (iv) new civil money penalties
for contracting with an excluded provider or violating the Medicare and Medicaid
anti-kickback statute; (v) new surety bond and information disclosure
requirements for certain providers and suppliers; and (vi) an expansion of the
mandatory and permissive exclusions added by HIPAA to any federal health care
program (other than the Federal Employees Health Benefits Program).
FALSE CLAIMS. The Company is also subject to federal and state laws
prohibiting an individual or entity from knowingly and willfully presenting
claims for payment by Medicare, Medicaid or other third party payors that
contain false or fraudulent information. These laws provide for both criminal
and civil penalties. Furthermore, providers found to have submitted claims which
they knew or should have known were false, fraudulent, or for items or services
that were not provided as claimed, may be excluded from Medicare and Medicaid
participation, required to repay previously collected amounts, and/or subject to
substantial civil monetary penalties. In addition, the OIG has taken the
position that violations of the anti-kickback statute and the Stark law
constitute false claims. Although dialysis facilities are generally reimbursed
by Medicare based upon prospectively determined composite rates, the submission
of Medicare cost reports and other requests for payment by dialysis facilities
are covered by these laws. The Company believes that it has procedures to ensure
the accurate completion of cost reports and other requests for payment. However,
there can be no assurance that cost reports or other requests for payment filed
by the Company's dialysis facilities will be materially accurate or will not be
subject to challenge under these laws. Such challenge, if successful, could have
a material adverse effect on the Company's business, financial condition and
results of operations.
HEALTH CARE LEGISLATION. Because the Medicare program represents a
substantial portion of the federal budget, Congress takes action in almost every
legislative session to modify the Medicare program for the purpose of reducing
the amounts otherwise payable
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by the program to health care providers in order to achieve deficit reduction
targets, or to establish new quality standards, among other reasons. In that
regard, the Conference Report to the Balanced Budget Act of 1997 requires the
Secretary of HHS to audit cost reports for each renal dialysis provider at least
once every three years, beginning with costs reports for 1996, and requires the
Secretary to develop, not later than January 1, 1999, a method to measure and
report quality of Medicare renal dialysis services. The method must be
implemented by January 1, 2000. Legislation or regulations may be enacted in the
future that may significantly modify the Medicare ESRD program or substantially
reduce the amount paid for the Company's services. Furthermore, statutes or
regulations may be enacted which impose additional requirements on the Company
to maintain eligibility to participate in the federal and state payment
programs. It is unknown whether such new legislation or regulations would have a
material adverse effect on the Company's business, financial condition and
results of operations.
OTHER REGULATIONS. The Company's operations are subject to various state
medical waste disposal laws. In addition, regulations under the Occupational
Safety and Health Act ("OSHA") attempt to limit occupational exposure to blood
and other potentially infectious materials. These regulations apply to all
industries in which employees could reasonably be expected to come in contact
with blood pathogens, including dialysis facilities. The regulations require
employers to provide Hepatitis B vaccinations and personal protective equipment.
Employers must establish policies and procedures for infection control,
hazardous waste disposal techniques and other matters to minimize risk of
contamination. Employers also have specific record maintenance requirements.
The Company believes it is in compliance with the OSHA regulations.
The Company believes that the health care services industry will continue to
be subject to substantial regulation at the federal and state levels, the scope
and effect of which cannot be predicted by the Company. Any loss by the Company
of its various federal certifications, its authorization to participate in the
Medicare and Medicaid programs or its licenses under the laws of any state or
other governmental authority from which a substantial portion of its net
revenues is derived would have a material adverse effect on the Company's
business, financial condition and results of operations.
COMPETITION
The dialysis industry is fragmented and highly competitive, particularly
with respect to the acquisition of existing dialysis facilities. Competition for
qualified nephrologists to act as medical directors is also intense. According
to HCFA, as of December 31, 1996, there were in excess of 3,000 dialysis
facilities in the United States. According to industry estimates, as of December
31, 1998, over half of all ESRD patients were treated by the four largest
outpatient dialysis providers. The largest multi-facility provider is Fresenius
Medical Care AG. Other large publicly owned dialysis companies include Gambro
Health Care Patient Services, Inc. (a subsidiary of Incentive AB), Total Renal
Care Holdings, Inc. and Renal Care Group, Inc. Many of the Company's competitors
have substantially greater financial resources than the Company and often
compete with the Company for acquisitions, development and/or management of
dialysis facilities. The Company may also experience competition from facilities
established by former medical directors or other referring physicians. In
addition, there are also a number of health care providers that have
substantially greater financial resources than the Company who may decide to
enter the dialysis industry. The Company believes that competition for
acquisitions increases the cost of acquiring dialysis facilities and there can
be no assurance that the Company will be able to compete effectively with such
competitors either for acquisitions or generally.
The Company believes that other important competitive factors in the
dialysis industry are the development of relationships with physicians, quality
of patient care, location and convenience of facilities.
INSURANCE
The Company maintains property and general liability insurance, professional
liability insurance on its professional staff and other insurance appropriate
for its operations. The Company believes that its current levels of such
insurance are adequate in amounts and coverage. However, there can be no
assurance that any future claims will not exceed applicable insurance coverage.
Furthermore, no assurance can be given that malpractice and other liability
insurance will be available in the future at a reasonable cost, or that the
Company will be able to maintain adequate levels of malpractice insurance
coverage in the future. Each medical director and each other physician with
staff privileges at the Company's facilities is required to maintain his or her
own malpractice insurance for patient care activities at the facilities.
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EMPLOYEES
As of December 31, 1998, the Company had 247 full-time and 37 part-time
employees in its dialysis operations and an additional 33 full-time and 4
part-time employees in its corporate office. The Company's employees are not
represented by a labor union or covered by a collective bargaining agreement.
The Company considers its employee relations to be good.
ITEM 2. PROPERTIES
The Company maintains its principal executive offices in Coral Gables,
Florida and also maintains an office in Marietta, Georgia for its acute dialysis
services division. The Company owns and operates 20 dialysis centers in 8
states, all of which are located in leased facilities. The Company's facilities
generally occupy between 4,000 and 10,000 square feet of leased space, with
lease terms of five to ten years, typically renewable for at least five years.
The Company considers its properties to be in good operating condition and
suitable for the purposes for which they are being used. The following are the
locations of such facilities:
LOCATION OF FACILITY
University City, MO Orange, NJ
Pittsburgh, PA Woodbury, NJ
Tampa, FL North Andover, MA
Creve Coeur, MO Thomasville, GA
Amesbury, MA Camilla, GA
Philadelphia, PA Bainbridge, GA
Bridgeton, MO Quitman, GA
Jackson, MS Maplewood, MO
Delta, LA Union, MO
Port Gibson, MS Bloomfield, NJ
Expansion or relocation of the Company's dialysis facilities are subject to
compliance with conditions relating to participation in the Medicare ESRD
program and certain states' health department requirements. In states that
require a CON, approval of an application submitted by the Company would be
necessary for expansion or development of a new dialysis facility.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to claims and suits in the ordinary course of
business, including those arising from patient treatments, which the Company
believes are covered by insurance. The Company is not involved in any material
litigation and is not aware of any potential claims which would give rise to
material liability.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of the Company's security holders during
the fourth quarter of the Company's fiscal year ended December 31, 1998.
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PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock has been traded on the Nasdaq National Market
System ("NASDAQ/NMS") under the symbol "RENX" since October 8, 1997 when the
Company completed its initial public offering.
The following tables sets forth for the periods indicated, the range of high
and low closing prices for the Company's Common Stock on the Nasdaq National
Market System.
FISCAL YEAR ENDED DECEMBER 31, 1997 HIGH LOW
- ----------------------------------- ---- ---
4th Quarter (October 8, 1997 to December 31, 1997)................ $8.25 $4.875
FISCAL YEAR ENDED DECEMBER 31, 1998
- -----------------------------------
1st Quarter....................................................... 7.38 4.81
2nd Quarter....................................................... 7.19 5.25
3rd Quarter....................................................... 6.50 3.88
4th Quarter....................................................... 7.25 4.00
The closing sales price of the Company's Common Stock on March 22, 1999 was
$4.75 as reported on NASDAQ/NMS.
HOLDERS
As of March 22, 1999, the approximate number of record stockholders was 200.
DIVIDEND POLICY
The Company has not paid any dividends on its Common Stock since inception.
The Company currently intends to retain any future earnings to finance the
growth and development of its business and therefore does not anticipate that
any cash dividends will be paid on the Common Stock in the foreseeable future.
Any future determination to pay cash dividends will be at the discretion of the
Board of Directors and will be dependent upon the Company's financial condition,
results of operations, capital requirements, restrictions under any existing
indebtedness and such other factors as the Board of Directors deems relevant.
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ITEM 6. SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
The following selected consolidated financial and operating data of the
Company are qualified in their entirety by, and should be read in conjunction
with, "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and the Company's Consolidated Financial Statements and the Notes
thereto. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
Years Ended December 31,
------------------------------------------------------------------
1994 1995 1996 1997 1998
--------- --------- --------- --------- -----------
(in thousands, except share and operating data)
STATEMENT OF OPERATIONS DATA:
Net revenues..................................... $ 2,746 $ 8,794 $ 18,569 $ 26,073 $ 37,811
Operating expenses:
Facilities..................................... 2,405 6,809 14,625 20,182 28,311
General and administrative..................... 1,025 1,682 2,581 2,991 4,754
Provision for doubtful accounts................ 93 495 1,293 962 1,096
Depreciation and amortization.................. 126 509 1,642 1,635 2,394
--------- --------- --------- --------- ---------
Operating income (loss)...................... (903) (701) (1,572) 303 1,256
Other income (expenses):
Gain (loss) on sale of assets.................. -- -- 264 (27) (22)
Net interest income (expense).................. 61 (360) (915) (771) 271
Amortization of deferred financing costs....... -- (126) (226) (162) (29)
--------- --------- --------- ---------- ---------
Income (loss) before taxes....................... (842) (1,187) (2,449) (657) 1,476
Income tax expense............................. -- -- -- -- 106
--------- --------- --------- --------- ---------
Income (loss) before extraordinary item.......... (842) (1,187) (2,449) (657) 1,370
Extraordinary charge for early retirement of
debt ........................................ -- -- -- (1,441) --
--------- --------- --------- ---------- ---------
Net income (loss)............................ $ (842) $ (1,187) $ (2,449) $ (2,098) $ 1,370
========== ========== ========== ========== =========
BASIC EARNINGS (LOSS) PER SHARE
Income (loss) per share before extraordinary item $ (0.48) $ (0.61) $ (0.84) $ (0.14) $ 0.19
Extraordinary charge for early retirement of debt -- -- -- (0.31) --
--------- --------- --------- ---------- ----------
Net income (loss)................................ $ (0.48) $ (0.61) $ (0.84) $ (0.45) $ 0.19
========== ========== ========== ========== ==========
Weighted average shares outstanding.............. 1,741,450 1,944,759 2,930,540 4,672,707 7,065,270
========== ========== ========== ========== ==========
DILUTED EARNINGS (LOSS) PER SHARE
Income (loss) per share before extraordinary item $ (0.48) $ (0.61) $ (0.84) $ (0.14) $ 0.19
Extraordinary charge for early retirement of debt -- -- -- (0.31) --
--------- --------- --------- ---------- ---------
Net income (loss)................................ $ (0.48) $ (0.61) $ (0.84) $ (0.45) $ 0.19
========== ========== ========== ========== ==========
Weighted average shares outstanding.............. 1,741,450 1,944,759 2,930,540 4,672,707 7,123,006
========== ========== ========== ========== ==========
OPERATING DATA:
Patients (at period end)......................... 142 319 691 870 1,157
Treatments....................................... 10,260 33,702 77,919 115,689 157,488
Number of facilities (at period end)............. 4 7 12 13 20
December 31,
------------------------------------------------------------
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
(in thousands)
BALANCE SHEET DATA:
Current assets................ $ 2,527 $ 5,234 $ 6,059 $ 21,116 $ 17,850
Working capital............... 2,136 3,051 2,389 15,638 9,569
Total assets.................. 4,020 11,815 15,161 30,680 36,887
Total debt.................... 220 6,375 7,743 1,954 2,204
Total shareholders' equity.... 3,482 4,164 4,317 23,690 27,087
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The Company, which was established in July 1993, is a high quality provider
of dialysis and ancillary services to patients with ESRD, as well as acute
dialysis services to patients in hospitals. Since inception, the Company has
implemented an aggressive growth strategy designed to build its presence in
selected regional markets by establishing local clusters of dialysis facilities
through new facility ("de novo") development or the acquisition of existing
facilities. To date, Renex has grown primarily through DE NOVO development
because the Company believes such a strategy minimizes the initial capital
outlay. However, DE NOVO facilities achieve profitability only when they reach
sufficient utilization, which historically does not occur prior to twelve months
following opening. The Company has increased overall facility utilization from
an average of 41% at December 31, 1994 to an average of 63% at December 31,
1998, primarily through marketing efforts directed at local nephrologists,
patients and managed care organizations. The Company's overall facility
utilization decreased from 68% as of December 31, 1997 due to the opening of
three facilities during the year and the acquisition of four dialysis clinics in
March 1998 which had a combined utilization of 50%. In the future, the Company
believes that its growth will be through a combination of acquisitions and DE
NOVO development, which will allow expansion of its regional market presence and
provide entry into new regional markets.
As of December 31, 1998, the Company operated 20 outpatient dialysis
facilities, of which eleven were DE NOVO facilities opened between 1994 and
1998. In addition, from 1995 through 1998, the Company acquired via the purchase
of stock or assets, nine dialysis facilities.
In addition to its outpatient dialysis facilities, the Company manages a
home hemodialysis program and provides acute dialysis and hemapheresis
treatments to 17 hospitals through contractual arrangements with these
hospitals. The majority of these hospital contracts were added during the fourth
quarter of 1997, when the Company acquired certain assets of an acute dialysis
and hemapheresis company.
SOURCES OF NET REVENUES
The Company's net revenue is derived primarily from five sources: (i)
outpatient hemodialysis services; (ii) the administration of EPO and, to a
lesser extent, other ancillary services; (iii) peritoneal dialysis services;
(iv) acute inpatient hemodialysis and hemapheresis services to hospitalized
patients; and (v) home hemodialysis services. Services generally include the
provision of equipment and supplies. The Company's dialysis and ancillary
services are reimbursed primarily under the Medicare ESRD program in accordance
with rates established by HCFA. Medicare reimbursement is subject to rate and
other legislative changes by Congress and periodic changes in regulations,
including changes that may reduce payments under the ESRD program. Payments are
also provided by Medicaid, patients and non-governmental third-party payors for
the first three to 33 months of treatment as mandated by law. Payments made by
non-governmental third-party payors are generally at rates higher than the
Composite Rate. Rates paid for services provided to hospitalized patients are
negotiated with and reimbursed by individual hospitals. For the years ended
December 31, 1997 and 1998, approximately 74% and 67%, respectively, of the
Company's net revenues were derived from reimbursement by Medicare and Medicaid.
The Company will continue to be dependent upon revenue from Medicare and
Medicaid. Since dialysis is an ongoing, life sustaining therapy used to treat a
chronic condition, use of the Company's services is generally predictable and
not subject to seasonal or economic fluctuation. However, the Company's interim
and annual results of operations may be significantly affected by any changes in
Medicare, Medicaid or non-governmental third-party payor reimbursement rates and
the timing and costs of any acquisitions or DE NOVO facilities.
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RESULTS OF OPERATIONS
The following table sets forth certain income statement items expressed as a
percentage of net revenues for the years ended December 31, 1996, 1997 and 1998:
YEARS ENDED DECEMBER 31,
--------------------------------
1996 1997 1998
--------- --------- -------
Net revenues.................................... 100.0% 100.0% 100.0%
-------- -------- ---------
Facilities expenses............................. 78.8 77.4 74.9
General and administrative expenses............. 13.9 11.5 12.6
Provision for doubtful accounts................. 7.0 3.7 2.9
Depreciation and amortization expenses.......... 8.8 6.3 6.3
Operating income (loss)......................... (8.5) 1.2 3.3
Net interest income (expense)................... (4.9) (3.0) 0.7
Extraordinary charge for early retirement of debt -- 5.5 --
Net income (loss)............................... (13.2) (8.0) 3.6
YEARS ENDED DECEMBER 31, 1998 AND 1997
NET REVENUES. Net revenues for the year ended December 31, 1998 were $37.8
million compared to $26.1 million for the same period in 1997, representing an
increase of 45%. The increase in net revenues of $11.7 million was primarily
attributable to the acquisition of four dialysis clinics and an acute dialysis
services company totaling $4.7 million, a full twelve months' net revenue
totaling $2.2 million for a new facility opened in September 1997, $1.5 million
for three facilities opened during 1998, and the continued growth at existing
facilities of $3.3 million, along with the full impact of the Medicare Secondary
Payor provision which became effective in the second half of 1997.
FACILITIES EXPENSES. Facilities expenses primarily consist of costs and
expenses specifically attributable to the operation of the dialysis facilities,
including operating and maintenance costs of such facilities and all labor,
supplies and service costs related to patient care. Facilities expenses for the
year ended December 31, 1998 were $28.3 million compared to $20.2 million for
the same period in 1997, representing an increase of 40.3%. The increase was due
to the greater number of facilities in operation in 1998. As a percentage of net
revenues, facilities expenses decreased to 74.9% for the year ended December 31,
1998 from 77.4% for the same period in 1997. The decrease as a percentage of net
revenues was attributable to an increase in the commercial insurance/managed
care payor mix from 23.3% for the year ended December 31, 1997 to 27.0% for the
year ended December 31, 1998, and an increase in acute dialysis services, both
of which provide higher margins.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
consist of headquarter expenses including marketing, finance, operations
management, legal, quality assurance, information systems, billing and
collections and centralized accounting support. General and administrative
expenses for the year ended December 31, 1998 were $4.8 million compared to $3.0
million for the same period in 1997, representing an increase of 58.9%. The
increase was due to increased personnel and related expenses to support the
greater number of facilities in operation, accruals related to management
incentive programs and costs associated with being a public company. As a
percentage of net revenues, general and administrative expenses increased to
12.6% for the year ended December 31, 1998 from 11.5% for the same period in
1997. The increase as a percentage of net revenues was due to accruals related
to management incentive programs and an increase in costs associated with being
a public company.
PROVISION FOR DOUBTFUL ACCOUNTS. The provision for doubtful accounts is a
function of the patient payor mix, collection experience and other factors. It
is the Company's practice to reserve for doubtful accounts in the period in
which revenue is recognized based on management's estimate of the net
collectibility of accounts receivable. The provision for doubtful accounts for
the year ended December 31, 1998 was $1.1 million compared to $1 million for the
same period in 1997, representing an increase of 13.9%. As a percentage of net
revenues, the provision for doubtful accounts decreased to 2.9% for the year
ended December 31, 1998 from 3.7% for the same period in 1997. The decrease was
primarily due to an increased emphasis upon collection of aged amounts and an
improvement in the aging of the accounts receivable.
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DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization
expenses for the year ended December 31, 1998 were $2.4 million compared to $1.6
million for the same period in 1997, representing an increase of 46.4%. The
increase was primarily attributable to the acquisition of four dialysis clinics,
the opening of three facilities, and the acquisition of an acute dialysis and
hemapheresis business. As a percentage of net revenues, depreciation and
amortization expenses were 6.3% for the years ended December 31, 1998 and 1997.
NET INTEREST INCOME (EXPENSE). Net interest income for the year ended
December 31, 1998 was $271,000 compared to net interest expense of $771,000 for
the same period in 1997, representing an income increase of approximately $1.0
million. The increase was primarily due to the payoff in October 1997 of the
Company's subordinated debt and the investment of the remaining proceeds from
the Company's IPO.
NET INCOME (LOSS). The Company had net income of $1.4 million for the year
ended December 31, 1998 compared to a net loss of $2.1 million for the same
period in 1997, an income increase of approximately $3.5 million.
YEARS ENDED DECEMBER 31, 1997 AND 1996
NET REVENUES. Net revenues for the year ended December 31, 1997 were $26.1
million compared to $18.6 million for the same period in 1996, representing an
increase of 40.4%. The increase in net revenues of $7.5 million was primarily
attributable to the continued growth at existing facilities of $2.7 million, the
full year's revenues of $4.5 million from two facilities opened during the
fourth quarter of 1996, and revenues of $400,000 related to both the opening of
a DE NOVO facility and the acquisition of an acute dialysis and hemapheresis
services company during the fourth quarter.
FACILITIES EXPENSES. Facilities expenses for the year ended December 31,
1997 were $20.2 million compared to $14.6 million for the same period in 1996,
representing an increase of 38.0%. The increase was due to the greater number of
facilities in operation in 1997. As a percentage of net revenues, facilities
expenses decreased to 77.4% for the year ended December 31, 1997 from 78.8% for
the same period in 1996. The decrease as a percentage of revenues was due to
increased patient utilization in 1997 at the facilities opened in 1996.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses for
the year ended December 31, 1997 were $3.0 million compared to $2.6 million for
the same period in 1996, representing an increase of 15.9%. The increase was due
to increased personnel and related expenses to support the greater number of
facilities in operation. As a percentage of net revenues, general and
administrative expenses decreased to 11.5% for the year ended December 31, 1997
from 13.9% for the same period in 1996. The decrease as a percentage of revenues
was due to an increase in net revenues from increased utilization of existing
facilities which did not require a proportionate increase in corporate overhead.
PROVISION FOR DOUBTFUL ACCOUNTS. The provision for doubtful accounts for the
year ended December 31, 1997 was $1.0 million compared to $1.3 million for the
same period in 1996, representing a decrease of 25.6%. As a percentage of net
revenues, the provision for doubtful accounts decreased to 3.7% for the year
ended December 31, 1997 from 7.0% for the same period in 1996. This decrease was
due to an increased emphasis upon and improved collections of aged accounts
which have improved the Company's days sales in accounts receivable.
DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization
expenses for the year ended December 31, 1997 were $1.6 million for both 1997
and 1996. As a percentage of net revenues, depreciation and amortization
expenses decreased to 6.3% for the year ended December 31, 1997 from 8.8% for
the same period in 1996. This decrease was due to the write-off of certain
intangible assets in 1996 of $437,000 associated with the acquisition in 1996 of
a facility under development.
NET INTEREST INCOME (EXPENSE). Net interest expense for the year ended
December 31, 1997 was $771,000 compared to $915,000 for the same period in 1996
representing a decrease of 15.7%. The decrease of $144,000 was primarily due to
the retirement of the Company's subordinated loan as a result of the Company's
initial public offering ("Offering") in October 1997.
EXTRAORDINARY CHARGE FOR EARLY RETIREMENT OF DEBT. As a part of the use of
proceeds from the Offering, in October 1997 the Company paid off its
subordinated loan which had an outstanding balance of $6.3 million. This early
retirement of debt resulted in a one time charge of $1.4 million which consisted
primarily of the write-off of deferred financing costs, along with certain
prepayment penalties and charges related to the redemption of warrants issued in
connection with such indebtedness.
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19
NET LOSS. The Company had a net loss of $2.1 million for the year ended
December 31, 1997 compared to a net loss of $2.4 million for the same period in
1996, a decrease of $351,000, or 14.3%.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires capital resources for maintenance, refurbishing and
expansion of existing facilities, acquisitions, DE NOVO facilities, working
capital and general corporate purposes. The Company intends to finance its
growth and working capital requirements, as well as purchases of additional
equipment and leasehold improvements, from cash on hand, cash generated from
operations and the Company's secured line of credit described below. As of
December 31, 1998, the Company had working capital of approximately $9.6 million
of which $9.1 million consisted of cash and cash equivalents, compared to
working capital of $15.6 million of which $14.8 million consisted of cash and
cash equivalents and securities available for sale as of December 31, 1997. The
decreases were primarily a result of the cash purchase of four facilities for
$4.5 million and purchases of property and equipment of $3.5 million, primarily
for three DE NOVO facilities opened in 1998.
Net cash provided by operating activities was $3.5 million and $2.4 million
for the years ended December 31, 1998 and 1997, respectively. Net cash provided
by operating activities consisted of the Company's net income, increased by
non-cash expenses such as depreciation, amortization and the provision for
doubtful accounts and adjusted by changes in components of working capital,
primarily accounts receivable, due to third-parties and accrued expenses.
The Company requires substantial working capital to cover the expenses and
initial losses of each DE NOVO facility. Once a DE NOVO facility is operational,
the Company is unable to bill for services until it receives a Medicare provider
number and the Medicare intermediary installs its electronic billing software at
the facility. For these reasons, there is generally a 90-day delay before the
Company will receive payment on its initial services at such facility. In
addition, the dialysis industry is characterized by long collection cycles
because Medicaid and private insurance carriers require substantial
documentation to support reimbursement claims and often take a substantial
amount of time to process claims. As a result, the Company requires significant
working capital to cover expenses during the collection process.
Net cash used for investing activities was $3.4 million and $7.5 million for
the years ended December 31, 1998 and 1997, respectively. The cash used in 1998
related primarily to the $4.5 million cash purchase of four facilities in March
1998, along with $3.5 million for purchases of fixed assets, offset by the sale
of $5.1 million in securities available for sale. The cash used in 1997
consisted primarily of the purchase of $5.1 million in securities available for
sale, along with $1.9 million for purchases of fixed assets. Historically, the
Company's principal uses of cash in investing activities have been related to
purchases of new equipment and leasehold improvements for the Company's existing
facilities, the cost of development of additional facilities and acquisitions.
The Company opened a facility in March 1998 and two more facilities during the
third quarter.
Net cash used for financing activities for the year ended December 31, 1998
was $755,000. This consisted primarily of payments on capital lease obligations
and expenditures associated with the issuance of stock. Net cash provided by
financing activities for the year ended December 31, 1997 was $13.9 million.
This consisted primarily of $21.6 million from the net proceeds of the Company's
initial public offering, offset by payments on the early retirement of debt of
$6.3 million, and the payments on capital lease obligations of $1.0 million.
In April 1998, the Company obtained a $15 million secured line of credit
with a financial institution (the "Line of Credit"). Borrowings under the Line
of Credit are based on cash flow measurements, and bear interest ranging from
the lower of the LIBOR rate, plus 2.25% up to 2.75%, or the prime rate minus .5%
up to the prime rate depending on the Company's leverage ratio. The Line of
Credit will be utilized primarily for acquisitions and also provides working
capital advances via sublimits up to $5 million. The Line of Credit contains
certain financial covenants as to minimum net worth, leverage, capitalization
and cash flow ratios along with restrictions on new indebtedness and payment of
dividends. The Line of Credit replaced the Company's previous $4 million line of
credit, and due to restrictions on indebtedness, it also effectively replaced
the Company's $6 million lease line for equipment financing. As of December 31,
1998, the Company did not have any borrowings under the Line of Credit.
The Company's long-term capital requirements depend on numerous factors,
including the rate at which the Company develops or acquires new facilities. In
addition, the Company has various on-going needs for capital, including: (i)
working capital for operations (including financing receivables as previously
described); and (ii) routine capital expenditures for the maintenance of
facilities, such
18
20
as equipment and leasehold improvements. In order to implement the Company's
long-term growth strategy, the Company anticipates that capital requirements
will increase substantially from historical levels.
The Company anticipates that the consideration to be paid for the
acquisition of new facilities will consist of cash, promissory notes, assumption
of liabilities and/or the issuance of common stock or securities convertible
into common stock. Currently, the Company does not have any agreements,
commitments or understandings regarding the acquisition of any facilities. The
Company believes that cash on hand, together with the Line of Credit, will be
sufficient to fund the Company's operations and to finance the Company's growth
strategy through the next 12 months. However, there can be no assurance that the
Company will not require substantial additional funds prior to such time.
INCOME TAX LOSS CARRYFORWARDS
As of December 31, 1998, the Company had approximately $3.6 million of net
operating loss carryforwards that may be available to offset future taxable
income for federal income tax purposes. These net operating loss carryforwards
begin to expire in 2008.
POTENTIAL IMPACT OF INFLATION
A majority of the Company's net revenue is subject to reimbursement rates
which are regulated by the federal government and do not automatically adjust
for inflation. These reimbursement rates are adjusted periodically based on
certain factors, including Congressional budget limitations, inflation, consumer
price indexes and costs incurred in rendering the services. Historically,
adjustments to reimbursement rates have had little relation to the actual cost
of doing business.
The Company is not able to increase the amounts it bills for services
provided by its operations that are subject to Medicare and Medicaid
reimbursement rates. Operating costs, such as labor and supply costs, are
subject to inflation without corresponding increases in reimbursement rates.
Such increases may be significant and, as such, have a material adverse effect
on the Company's results of operations.
YEAR 2000
In February 1998, the Company formed a committee to evaluate and develop an
action plan for computer systems issues related to the Year 2000 ("Y2K"). The
committee has evaluated Y2K issues related to third party internal systems used
by the Company. This committee is also evaluating the impact of Y2K issues on
the Company's payors and operating vendors to determine their current status and
plan of action for Y2K readiness.
The Company recognizes its reliance on third parties for its operating and
financial computer output and processing. Based upon ongoing assessments, it
appears that the Company's existing internal software is either Y2K compliant or
that third parties are finalizing minor systems modifications to ensure Y2K
readiness. Testing, modifications and conversions of these third parties'
software are expected to be completed by April 1999. Presently, the Company's
management does not foresee any significant costs related to these potential
modifications and conversions.
The Company has formally communicated with its significant payors and
vendors and has requested a written statement regarding their Y2K readiness and
proof of their Y2K testing by the second quarter of 1999. In the event that a
vendor fails to respond to the Company's request, the Company will then contact
alternative vendors who appear to have greater Y2K readiness to provide the
Company with the same or similar supplies, equipment or services. The Company's
Medicare intermediary, which provides approximately 50% of the Company's cash
receipts, has informed the Company that it is Y2K compliant. However, the
Company has received limited communication regarding Y2K readiness from most of
the state Medicaid payors and several commercial payors. The Company will
continue to actively seek sufficient information from these various payors to
determine what impact any payors may have on the Company's cash flow. The
failure of any of the Company's significant payors or operating vendors to be
Y2K compliant could have a material adverse impact on the operations of the
Company.
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21
SHARE REPURCHASE PROGRAM
In November 1998, the Company's Board of Directors approved a share
repurchase program authorizing the Company to repurchase up to 500,000 shares of
common stock on the open market from time to time at prices acceptable to the
Company. Through December 31, 1998, no shares have been repurchased. Subsequent
to December 31, 1998, the Company repurchased 170,500 shares through this
program. See Note 19, Subsequent Events, in the notes to consolidated financial
statements.
IMPORTANT FACTORS RELATING TO FORWARD LOOKING STATEMENTS
This Form 10-K contains certain forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect to
the financial condition, results of operations and business of Renex Corp. and
its subsidiaries, including statements under Management's Discussion and
Analysis of Financial Condition and Results of Operations. These forward looking
statements involve certain risks and uncertainties. No assurance can be given
that any of such matters will be realized. Factors that may cause actual results
to differ materially for those contemplated by such forward looking statements
include, among others, the following: (i) the success of initiatives undertaken
by Renex Corp. to increase its revenues and improve its profitability; (ii)
competitive pressure in the industry; and (iii) general economic conditions.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
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ITEM 8. FINANCIAL STATEMENTS
Consolidated financial statements and supplementary data required by
this item can be found at the pages listed in the following index.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
----
Independent Auditors' Report........................................... 22
Consolidated Balance Sheets as of December 31, 1997 and 1998........... 23
Consolidated Statements of Operations for the Years Ended
December 31, 1996, 1997 and 1998..................................... 24
Consolidated Statements of Shareholders' Equity for the
Years Ended December 31, 1996, 1997 and 1998......................... 25
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1996, 1997 and 1998..................................... 26
Notes to Consolidated Financial Statements............................. 27
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INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
Renex Corp. and Subsidiaries
Miami, Florida:
We have audited the accompanying consolidated balance sheets of Renex Corp.
and Subsidiaries (the "Company") as of December 31, 1997 and 1998 and the
related consolidated statements of operations, shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 1998. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 1997 and 1998, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Certified Public Accountants
Miami, Florida
March 4, 1999
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24
RENEX CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
---------------------------
1997 1998
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents................................................. $ 9,693,000 $ 9,115,000
Accounts receivable, less allowance for doubtful accounts of
$1,252,000 and $1,793,000, respectively................................. 5,266,000 7,606,000
Securities available for sale............................................. 5,057,000 --
Inventories............................................................... 433,000 578,000
Prepaids and other........................................................ 667,000 551,000
------------- -------------
Total current assets.................................................. 21,116,000 17,850,000
Fixed assets, net........................................................... 7,675,000 10,474,000
Intangible assets, net...................................................... 1,637,000 7,914,000
Notes receivable from affiliates, interest rate at 8% ...................... 85,000 85,000
Other assets................................................................ 167,000 564,000
------------- -------------
Total assets.......................................................... $ 30,680,000 $ 36,887,000
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................................... $ 1,436,000 $ 993,000
Accrued expenses and other................................................ 2,080,000 2,354,000
Due to third-parties ..................................................... 1,520,000 4,249,000
Current portion of long-term debt......................................... 6,000 --
Current portion of capital lease obligations.............................. 436,000 685,000
------------- -------------
Total current liabilities............................................. 5,478,000 8,281,000
------------- -------------
Capital lease obligations, less current portion............................. 1,512,000 1,519,000
------------- -------------
Commitments
Shareholders' equity:
Common stock, $.001 par value, 30,000,000 shares authorized,
6,974,247 shares - 1997 and 7,422,966 shares - 1998, issued
and outstanding......................................................... 7,000 7,000
Additional paid-in capital.................................................. 30,618,000 32,645,000
Accumulated deficit......................................................... (6,935,000) (5,565,000)
------------- -------------
Total shareholders' equity............................................ 23,690,000 27,087,000
------------- -------------
Total liabilities and shareholders' equity............................ $ 30,680,000 $ 36,887,000
============= =============
See accompanying notes to consolidated financial statements.
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25
RENEX CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
-----------------------------------------------
1996 1997 1998
----------- ------------- -------------
Net revenues......................................... $18,569,000 $ 26,073,000 $ 37,811,000
Operating expenses:
Facilities......................................... 14,625,000 20,182,000 28,311,000
General and administrative......................... 2,581,000 2,991,000 4,754,000
Provision for doubtful accounts.................... 1,293,000 962,000 1,096,000
Depreciation and amortization...................... 1,642,000 1,635,000 2,394,000
------------- ------------- -------------
Operating income (loss) ......................... (1,572,000) 303,000 1,256,000
Other income (expense):
Gain (loss) on sale of assets...................... 264,000 (27,000) (22,000)
Net interest income (expense)...................... (915,000) (771,000) 271,000
Amortization of deferred financing costs........... (226,000) (162,000) (29,000)
------------- ------------- -------------
Income (loss) before taxes........................... (2,449,000) (657,000) 1,476,000
Income tax expense................................. -- -- 106,000
------------- ------------- -------------
Income (loss) before extraordinary item.............. (2,449,000) (657,000) 1,370,000
Extraordinary charge for early retirement of debt.. -- (1,441,000) --
------------- ------------- -------------
Net income (loss)................................ $ (2,449,000) $ (2,098,000) $ 1,370,000
============= ============= =============
BASIC EARNINGS (LOSS) PER SHARE
Income (loss) per share before extraordinary item.... $ (0.84) $ (0.14) $ .19
Extraordinary charge for early retirement
of debt............................................ -- (0.31) --
------------- ------------- -------------
Net income (loss).................................... $ (0.84) $ (0.45) $ .19
============= ============= =============
Weighted average shares outstanding.................. 2,930,540 4,672,707 7,065,270
============= ============= =============
DILUTED EARNINGS (LOSS) PER SHARE
Income (loss) per share before extraordinary item.... $ (0.84) $ (0.14) $ .19
Extraordinary charge for early retirement
of debt............................................ -- (0.31) --
------------- ------------- -------------
Net income (loss).................................... $ (0.84) $ (0.45) $ .19
============= ============= =============
Weighted average shares outstanding.................. 2,930,540 4,672,707 7,123,006
============= ============= =============
See accompanying notes to consolidated financial statements.
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26
RENEX CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
COMMON STOCK
REDEEMABLE REDEEMABLE -------------------
PREFERRED STOCK PREFERRED STOCK NUMBER OF
SERIES A SERIES B SHARES AMOUNT
-------- -------- --------- ---------
Balance at December 31, 1995 ....................... $ 10,000 $ -- 2,358,857 $ 3,000
Issuance of common stock for acquisition ......... 333,333
Sale of common stock (net of expenses of
$21,000) ....................................... 351,007
Issuance of preferred stock ...................... 11,000
Conversion of preferred stock .................... (10,000) (8,000) 926,917 1,000
Redemption of preferred stock .................... (3,000)
Net loss .........................................
------------ ----------- ----------- ----------
Balance at December 31, 1996 ....................... -- -- 3,970,114 4,000
Sale of common stock (net of expenses
of $711,000) ................................... 3,004,133 3,000
Retirement of stock warrants issued with debt.....
Net loss .........................................
------------ ----------- ----------- ----------
Balance at December 31, 1997 ....................... -- -- 6,974,247 7,000
Issuance of common stock ......................... 448,719
Expenditures associated with issuance
of common stock ................................
Net income .......................................
------------ ----------- ----------- ----------
Balance at December 31, 1998 ....................... $ -- $ -- 7,422,966 $ 7,000
============ =========== =========== ==========
ADDITIONAL ACCUMULATED
PAID-IN CAPITAL DEFICIT TOTAL
--------------- ------- ----------
Balance at December 31, 1995 ....................... $ 6,502,000 $(2,351,000) $ 4,164,000
Issuance of common stock for acquisition ......... 790,000 790,000
Sale of common stock (net of expenses of
$21,000) ....................................... 1,058,000 1,058,000
Issuance of preferred stock ...................... 1,039,000 1,050,000
Conversion of preferred stock .................... 47,000 (30,000)
Redemption of preferred stock .................... (286,000) (7,000) (296,000)
Net loss ......................................... (2,449,000) (2,449,000)
------------ ----------- -----------
Balance at December 31, 1996 ....................... 9,150,000 (4,837,000) 4,317,000
Sale of common stock (net of expenses
of $711,000) ................................... 21,618,000 21,621,000
Retirement of stock warrants issued with debt..... (150,000) (150,000)
Net loss ......................................... (2,098,000) (2,098,000)
------------ ----------- -----------
Balance at December 31, 1997 ....................... 30,618,000 (6,935,000) 23,690,000
Issuance of common stock ......................... 2,201,000 2,201,000
Expenditures associated with issuance
of common stock ................................ (174,000) (174,000)
Net income ....................................... 1,370,000 1,370,000
------------ ----------- -----------
Balance at December 31, 1998 ....................... $ 32,645,000 $(5,565,000) $27,087,000
============ =========== ===========
See accompanying notes to consolidated financial statements.
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27
RENEX CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
-------------------------------------
1996 1997 1998
---- ---- ----
Cash Flows from Operating Activities:
Net income (loss)................................................ $ (2,449,000) $ (2,098,000) $ 1,370,000
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
Provisions for doubtful accounts............................... 1,293,000 962,000 1,096,000
Depreciation and amortization.................................. 1,642,000 1,635,000 2,394,000
Amortization of deferred financing costs....................... 226,000 162,000 29,000
(Gain) loss on sale of assets.................................. (264,000) 27,000 22,000
Extraordinary charge for early retirement of debt.............. -- 1,441,000 --
Changes in operating assets and liabilities:
Accounts receivable.......................................... (2,135,000) (1,693,000) (3,436,000)
Inventories.................................................. (75,000) (86,000) (115,000)
Prepaids and other .......................................... (190,000) (442,000) 116,000
Other assets................................................. (245,000) 319,000 (426,000)
Accounts payable and accrued expenses........................ 617,000 1,303,000 (249,000)
Due to third-parties......................................... 624,000 833,000 2,729,000
Other, net..................................................... -- -- 11,000
------------- ------------- -------------
Net cash (used for) provided by operating activities............... (956,000) 2,363,000 3,541,000
------------- ------------- -------------
Cash Flows from Investing Activities:
Purchases of fixed assets........................................ (2,396,000) (1,860,000) (3,452,000)
Proceeds from the sale of fixed assets........................... 776,000 36,000 31,000
Purchase of securities available for sale........................ -- (5,057,000) --
Sales of securities available for sale........................... -- -- 5,057,000
Purchase of business assets...................................... -- (600,000) (5,000,000)
------------- ------------- -------------
Net cash used for investing activities....................... (1,620,000) (7,481,000) (3,364,000)
------------- ------------- -------------
Cash Flows from Financing Activities:
Net change in notes receivable from affiliates................... 27,000 -- --
Repayment of note payable to bank................................ (337,000) -- --
Payments on capital lease obligations............................ (353,000) (953,000) (575,000)
Proceeds from long-term debt..................................... 1,500,000 -- --
Proceeds from line of credit..................................... -- 1,500,000 --
Payments on line of credit....................................... -- (1,500,000) --
Net change in notes payable to affiliates........................ (94,000) -- --
Repayments of long-term debt..................................... (261,000) (6,324,000) (6,000)
Proceeds from sale of stock...................................... 2,108,000 21,621,000 --
Repurchase of warrants........................................... -- (150,000) --
Redemption of preferred stock.................................... (296,000) -- --
Financing charges paid on early retirement of debt............... -- (335,000) --
Expenditures associated with issuance of stock................... -- -- (174,000)
------------- ------------- -------------
Net cash provided by (used for) financing activities......... 2,294,000 13,859,000 (755,000)
------------- ------------- -------------
Net increase (decrease) in cash and cash equivalents............... (282,000) 8,741,000 (578,000)
Cash and cash equivalents, beginning of period..................... 1,234,000 952,000 9,693,000
------------- ------------- -------------
Cash and cash equivalents, end of period........................... $ 952,000 $ 9,693,000 $ 9,115,000
============= ============= =============
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest........................................... $ 971,000 $ 879,000 $ 343,000
============= ============= =============
Cash paid for income tax......................................... $ -- $ -- $ 81,000
============= ============= =============
Non-Cash Investing and Financing Activities:
Equipment acquired through capital lease obligations............. $ 1,689,000 $ 1,604,000 $ --
Conversion of preferred stock.................................... 48,000 -- --
Stock issued related to acquisition.............................. 790,000 -- --
Issuance of Common Stock......................................... -- -- 2,201,000
See accompanying notes to consolidated financial statements.
26
28
RENEX CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION. Renex Corp., a Florida corporation, was incorporated on July
7, 1993. Renex Corp. and its subsidiaries ("Renex" or the "Company") provide
kidney dialysis services to patients suffering from end-stage renal disease or
acute renal failure as a result of trauma or other illnesses. The Company
currently operates 20 dialysis facilities and a home dialysis programs in eight
states. Additionally, the Company has entered into agreements with 17 hospitals
to provide acute dialysis and hemapheresis treatments on an inpatient basis.
The Company has a limited operating history and had an accumulated deficit
of $5,565,000 through December 31, 1998. Although the Company was profitable in
1998, its ability to sustain profitability is dependent upon increased
utilization of its existing facilities, controlling operating costs and its
ability to develop or acquire and manage additional dialysis facilities. In
October 1997, the Company completed an initial public offering (the "IPO"),
raising $21.6 million in net proceeds. The Company has for its availability a
line of credit up to $15 million and will rely on cash on hand and external
financing to meet its cash needs.
PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include
the accounts of the Company and its subsidiaries, all of which are wholly-owned.
All intercompany accounts and transactions have been eliminated in
consolidation.
USE OF ESTIMATES. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of the revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NET REVENUES. The Company has agreements with third-party payors that
provide for payments to the Company at amounts different from its established
rates. These third-party payors include Medicare, Medicaid, commercial insurance
carriers, health maintenance organizations and preferred provider organizations.
The basis for payment to the Company under these agreements primarily includes
prospectively determined rates and discounts from established charges. The
Company's net revenues are recorded at the estimated realizable amounts from
third-party payors. The Company provides an allowance for doubtful accounts
based on historical experience of amounts that result to be uncollectible.
Amounts written off are charged against the allowance.
During the years ended December 31, 1996, 1997 and 1998, the Company
received approximately 67%, 74% and 67%, respectively, of its dialysis revenues
from Medicare and Medicaid programs. The remaining balance of dialysis revenues
was from insurance companies and private and other third-party payors.
Revenues associated with the administration of erythropoietin ("EPO") are a
significant source of revenue for the Company. The Company is unable to predict
future changes in the reimbursement rate for EPO administered, the typical
dosage per administration, or the cost of the medication. In addition, EPO is
produced by only one manufacturer. The interruption of supplies of EPO or a
change in the reimbursement rate could have a material adverse effect on the
Company's business, financial condition and results of operations.
CASH EQUIVALENTS. The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash equivalents.
SECURITIES AVAILABLE FOR SALE. At December 31, 1997, securities available
for sale were primarily comprised of marketable debt securities, including U.S.
Government and corporate debt securities. These investments were stated at their
fair value and the fair value approximated cost. These securities were sold
during the first quarter of 1998.
INVENTORIES. Inventories are stated at the lower of cost (first-in,
first-out) or market.
FIXED ASSETS. Fixed assets are carried at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the assets
ranging from five to ten years for medical and other equipment, and furniture
and fixtures. Leasehold improvements are amortized over the lesser of lease term
or the useful life of the assets.
27
29
Equipment held under capital lease obligations has been capitalized at the
present value of the minimum lease payments. Depreciation of assets capitalized
under lease obligations is computed under the straight-line method over the
lives of the assets or leases, whichever is appropriate, and is included in
depreciation expense.
INTANGIBLE ASSETS.
NON-COMPETE AGREEMENTS. Non-compete agreements are being amortized over
the terms of the agreements, typically from 2 to 10 years, using the
straight-line method.
PATIENT LISTS. Patient lists are amortized over 5 years, using the
straight-line method.
GOODWILL. Goodwill, the excess of the aggregate purchase price over the
fair value of net assets acquired, is amortized over 20 to 25 years using
the straight-line method.
IMPAIRMENT OF LONG-LIVED ASSETS. Long-lived assets, including intangible
assets, used in the Company's operations are reviewed by management for
impairment when circumstances indicate that the carrying amount of an asset may
not be recoverable. This evaluation is based on certain financial indicators,
such as estimated future undiscounted cash flows.
INCOME TAXES. Deferred income tax assets and liabilities are computed
annually for differences between the financial statement and tax bases of assets
and liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized. Income tax expense is the tax payable or refundable for the
period plus or minus the change during the period in deferred tax assets and
liabilities.
EARNINGS (LOSS) PER SHARE. Basic earnings (loss) per share is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding for the period. In the computation of diluted earnings (loss) per
share, the weighted average number of common shares outstanding is adjusted for
the effect of all dilutive potential common stock. In computing diluted earnings
(loss) per share, Renex has utilized the treasury stock method.
For the years ended December 31, 1996 and 1997, there was no difference
between basic and diluted loss per common share. At December 31, 1997, options
and warrants to purchase 845,854 shares of common stock were outstanding but
were not included in the computation of diluted loss per share because they
would have an anti-dilutive effect. A reconciliation of the numerator and the
denominator of the basic and diluted earnings per share computation for net
income is as follows for the year ended December 31, 1998:
Income Shares Per-Share
(Numerator) (Denominator) Amount
---------- ------------- ---------
BASIC EPS:
Net income................................... $ 1,370,000 7,065,270 $ 0.19
============
EFFECT OF DILUTIVE SECURITIES:
Options and warrants......................... -- 57,736
--------------- ---------------
DILUTED EPS:
Net income plus assumed conversion........... $ 1,370,000 7,123,006 $ 0.19
=============== =============== ============
FAIR VALUE OF FINANCIAL INSTRUMENTS. The Company's financial instruments
include receivables, payables and debt. The fair values of such financial
instruments have been determined based on market interest rates as of December
31, 1998. The fair values were not materially different than their carrying
values.
28
30
STOCK BASED COMPENSATION. SFAS No. 123 encourages, but does not require,
companies to record compensation cost for stock-based employee compensation
plans at fair value. The Company has chosen to continue to account for
stock-based compensation to employees using the intrinsic value method as
prescribed by Accounting Principles Board Opinion ("APB") No. 25, "Accounting
for Stock Issued to Employees," and related interpretations. Accordingly,
compensation cost for stock options issued to employees is measured as the
excess, if any, of the quoted market price of the Company's stock at the date of
grant over the amount an employee must pay for the stock. Compensation cost
related to stock options of non-employees is recorded at fair value.
COMPREHENSIVE INCOME. Effective January 1, 1998, the Company adopted SFAS
No. 130, "Reporting Comprehensive Income," which establishes standards for
reporting and display of comprehensive income and its components. The Company's
net income for the years ended December 31, 1996, 1997 and 1998 equals
comprehensive income for the same period.
OPERATING SEGMENTS. Effective December 31, 1998, Renex implemented SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information." SFAS
No. 131 establishes standards for reporting information about a Company's
operating segments and related disclosures about its products, services,
geographic areas of operations and major customers. Renex currently operates
under one segment. The manner in which Renex has presented information
throughout its Consolidated Financial Statements and the accompanying Notes and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" is the way the Company's management views and analyzes the business
to make decisions about operating matters.
RECLASSIFICATIONS. Certain prior year amounts have been reclassified to
conform to current year presentation.
2. BUSINESS COMBINATIONS
In March 1998, the Company purchased certain of the assets and the
operating business and assumed certain liabilities of South Georgia Dialysis
Services, LLC, a Georgia limited liability company ("SGDS") which operated four
dialysis facilities. The purchase price of $4,500,000 was paid in cash at
closing. The consolidated financial statements reflect the results of operations
of the acquired business from the acquisition date. A portion of the purchase
price was allocated to the net assets acquired based on their estimated fair
values. The balance of the purchase price, $3,311,000, was recorded as goodwill.
In December 1997, the Company acquired certain assets and assumed certain
liabilities of an acute hemodialysis, therapeutic hemapheresis and
intra-operative blood retrieval service provider. The consolidated financial
statements reflect the results of operations of the acquired business from the
acquisition date. A portion of the purchase price was allocated to the net
assets acquired based on their estimated fair values. The balance of the
purchase price, $526,000, was recorded as goodwill. In addition, during 1998,
the Company paid $500,000 for the achievement of certain earnout provisions
based on the profitability of this business. Such amounts have been added to
goodwill.
In April 1996, the Company acquired two limited liability companies, Central
Dialysis Center, L.L.C. and Metropolitan Dialysis Center, L.L.C., each with an
interest in separate facilities under development. The acquisitions have been
accounted for under the purchase method.
Central Dialysis Center, L.L.C. was acquired for 166,667 shares valued at
$395,000 and assumed liabilities of $121,000. The Company entered into
non-compete agreements with a group of nephrologists for a period of two and
one-half years and completed the build-out of the facility, which began
operations in October 1996. The purchase price of $516,000 was allocated to the
non-compete agreements. As provided in the agreement, in October 1998 Renex
extended the non-competition agreements with the physicians for an additional
seven and one-half years. As consideration for the extension, the Company issued
445,594 common shares to the physicians representing $2.2 million. See Note 5,
Intangible Assets.
Metropolitan Dialysis Center, L.L.C. was also acquired for 166,666 shares
valued at $395,000 and assumed liabilities of $42,000. The Company also entered
into non-compete agreements with a similar group of nephrologists. However, this
facility was not completed due to the zoning variance request being denied.
Based on the Company's inability to generate revenue without a facility and the
uncertainty that a suitable location would be found, the Company determined the
assets to be impaired and, accordingly, wrote off the intangible assets of
$437,000 in 1996.
29
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3. ALLOWANCE FOR DOUBTFUL ACCOUNTS
Changes in the Company's allowance for doubtful accounts are as follows:
DECEMBER 31,
----------------------------------------------
1996 1997 1998
---- ---- ----
Beginning balance...................... $ 393,000 $ 1,261,000 $ 1,252,000
Provision for doubtful accounts........ 1,293,000 962,000 1,096,000
Recoveries............................. -- 106,000 74,000
Write-offs............................. (425,000) (1,077,000) (629,000)
-------------- -------------- --------------
Ending balance......................... $ 1,261,000 $ 1,252,000 $ 1,793,000
============= ============= =============
The Company grants credit without collateral to its patients, most of whom
are insured under third party payor agreements, including Medicare and Medicaid,
which represent the most significant portion of the balance of receivables. The
remaining receivables are primarily due from third party commercial insurance
payors, including managed care companies.
4. FIXED ASSETS
Fixed assets are summarized as follows:
DECEMBER 31,
------------------------------
1997 1998
---- ----
Leasehold improvements................................... $ 5,419,000 $ 6,729,000
Medical equipment........................................ 1,065,000 3,044,000
Furniture and fixtures................................... 684,000 1,186,000
Equipment, under capital lease obligations............... 3,553,000 4,413,000
------------- -------------
Total........................................... 10,721,000 15,372,000
Less accumulated depreciation and amortization........... (3,046,000) (4,898,000)
------------- -------------
Fixed assets-- net....................................... $ 7,675,000 $ 10,474,000
============= =============
5. INTANGIBLE ASSSETS
In October 1998, the Company extended the non-competition agreements for an
additional seven and one half years with the physicians who sold to the Company
the Orange, New Jersey facility. As consideration for the extension, the Company
issued 445,594 common shares to the physicians pursuant to the terms of their
non-competition agreements representing $2.2 million which was allocated to
non-compete agreements and goodwill.
Intangible assets are summarized as follows:
DECEMBER 31,
------------------------------
1997 1998
---- ----
Non-compete agreements................................... $ 165,000 $ 793,000
Patient lists............................................ 106,000 517,000
Goodwill................................................. 1,883,000 7,641,000
------------- -------------
2,154,000 8,951,000
Less accumulated amortization............................ (517,000) (1,037,000)
------------- -------------
Intangible assets -- net................................. $ 1,637,000 $ 7,914,000
============= =============
6. MEDICAL MALPRACTICE INSURANCE
The Company maintains general liability and professional malpractice
liability insurance on its staff and other insurance appropriate for its
operations. The general liability policy provides coverage of $1,000,000 per
occurrence and $2,000,000 in the aggregate. The professional liability policy
provides coverage for professional (medical) activities of the Company's
employees. This policy provides coverage of $1,000,000 per occurrence and
$3,000,000 in the aggregate. In addition, the Company maintains excess liability
insurance for both general and professional malpractice liability which provides
additional coverage of $2,000,000 per occurrence and $2,000,000 in the
aggregate.
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7. LONG-TERM DEBT
On June 5, 1995, the Company entered into a senior subordinated secured loan
agreement for $12,500,000 with a lender. In connection with this debt, the
Company issued 211,023 warrants to the lender. Management allocated $150,000 as
the value of these warrants to additional paid in capital and as a reduction of
long-term debt. In October 1997, the Company completed its IPO netting proceeds
of $21.6 million and used $6.4 million of the net proceeds of the IPO to pay off
the outstanding balance on the loan. In connection with the early extinguishment
of this debt, the Company recorded an extraordinary loss of approximately $1.4
million primarily related to the write-off of unamortized financing costs and
the unamortized cost of the warrants.
8. LINE OF CREDIT
In April 1998, the Company obtained a $15 million secured line of credit
with a financial institution (the "Line of Credit"). Borrowings under the Line
of Credit are based on cash flow measurements, and bear interest ranging from
the lower of the LIBOR rate, plus 2.25% up to 2.75%, or the prime rate minus .5%
up to the prime rate depending on the Company's leverage ratio. The Line of
Credit will be utilized primarily for acquisitions and also provides working
capital advances via sublimits up to $5 million. The Line of Credit contains
certain financial covenants as to minimum net worth, leverage, capitalization
and cash flow ratios along with restrictions on new indebtedness and payment of
dividends. The Line of Credit replaced the Company's previous $4 million line of
credit, and due to restrictions on indebtedness, it also effectively replaced
the Company's $6 million lease line for equipment financing. As of December 31,
1998, the Company did not have any borrowings under the Line of Credit.
9. CAPITAL LEASE OBLIGATIONS
The Company has various capital lease obligations related to purchase of
equipment for its various facilities and obligations assumed from facilities
acquired. Maturities of capital lease obligations for each of the five years
ending December 31 are as follows:
YEAR ENDING TOTAL
----------- -----
1999................................... $ 881,000
2000................................... 859,000
2001................................... 709,000
2002................................... 94,000
2003................................... --
-------------
2,543,000
Less amount representing interest...... (339,000)
-------------
Total.................................. $ 2,204,000
=============
10. PREFERRED STOCK
SERIES A:
On August 2, 1996, the Company notified all shareholders of the redemption
of all the issued and outstanding shares of the Series A on September 1, 1996
(the "Redemption Date"). Each share of Series A was convertible to common stock
at $1.50 per common share. At the Redemption Date, any non-converted shares of
Series A were redeemed by the Company at a redemption price of $1.00 per share
plus accrued cumulative dividends of $.0462 per share.
As a result of the redemption, 988,000 shares of Series A were converted to
658,667 shares of common stock, $.001 par value. The remaining 12,000 shares
were redeemed by the Company, resulting in the payment of $544 in dividends.
SERIES B:
In July 1996, the Company authorized the issuance and sale of 1,050,000
shares of Series B preferred stock, $.10 redeemable convertible series ("Series
B"), $.01 par value at $1.00 per share. The Series B provided for conversion to
common stock on November 15, 1996 if not otherwise redeemed by such date. On
November 15, 1996, the Company notified all shareholders of the redemption of
all issued and outstanding shares of Series B on November 27, 1996. Each share
of Series B was convertible to common stock at the conversion price of $3.00 per
share, plus accrued cumulative dividends through the Series B redemption date of
$.034 per share.
31
33
As a result of the redemption, 775,000 shares of Series B were converted to
268,250 shares of common stock, $.001 par value. The remaining 275,000 shares
were redeemed by the Company, resulting in the payment of $36,000 in dividends.
11. WARRANTS TO PURCHASE COMMON STOCK
In connection with a December 9, 1994 warrant redemption, the Company
authorized the issuance of new Common Stock Purchase Warrants (the "New
Warrants"). New Warrants to purchase 246,201 shares were issued. Each New
Warrant entitled the holder thereof to purchase one share of common stock at an
exercise price of $9.00 per share through December 1998. In December 1998, the
Company extended the term of the New Warrants to December 2000. The Company has
determined that the fair value of the New Warrants is not material and therefore
no amounts related thereto have been reflected in the accompanying financial
statements. The New Warrants are redeemable by the Company at a redemption price
of $.30 per New Warrant. At December 31, 1997 and 1998, none of the New Warrants
had been exercised and all were outstanding.
In June 1995, the Company issued 211,023 warrants to a lender as an
additional cost of financing. In connection with the early retirement of this
debt, these warrants were redeemed in October 1997. See Note 7, Long-Term Debt.
In July 1996, the Company issued 78,751 warrants in connection with the sale
of 1,050,000 shares of Series B preferred stock ("Series B warrants"). Each
Series B warrant entitles the holder to purchase one share of common stock at an
exercise price of $6.00 per share until July 1999. At December 31, 1997 and
1998, none of these warrants have been exercised and all were outstanding.
In November 1996, the Company issued 116,669 warrants to a financial advisor
in connection with a six month advisory agreement. Each warrant entitles the
holder to purchase one share of common stock at an exercise price of $3.00 per
share until November 1999. Compensation expense has been recorded to reflect the
fair value of the warrants. At December 31, 1997 and 1998, none of these
warrants have been exercised and all were outstanding.
In October 1997, in connection with the IPO, the Company issued warrants to
the Representatives of the Underwriters to purchase 300,000 shares of common
stock at an exercise price of $8.56 until October 2002. At December 31, 1997 and
1998, none of these warrants have been exercised and all were outstanding.
In April 1998, the Company issued 10,000 warrants to financial and
management advisors whereby each warrant entitles the holder to purchase one
share of common stock at exercise prices ranging from $5.25 to $6.00 per share
for three to five years from the date of issuance. Compensation expense has been
recorded to reflect the fair value of the warrants. At December 31, 1998, none
of these warrants have been exercised and all were outstanding.
12. STOCK OPTIONS
The Company has employee and director stock option plans. The employee plan
permits the grant of options to purchase up to 1,000,000 shares of common stock.
The director plan permits the grant of options to purchase up to 166,667 shares
of common stock.
Under the director plan, each non-employee director receives automatic
non-discretionary grants of options each year (the "Annual Grant"). The Annual
Grant date is April 27 of each year. Prior to October 1998, on each Annual Grant
Date, each non-employee director received options to purchase 834 shares of
common stock for service on the board, additional options to purchase 334 shares
of common stock for service on each committee of the board, other than the
executive committee, and additional options to purchase 334 shares for service
as chairman of a committee other than the executive committee. Non-employee
directors receive options to purchase 834 shares for service on the executive
committee and an additional 834 as chairman of the executive committee. The term
of the options granted under the director plan is five years and the options
vest 100% immediately, but are not exercisable for six months from date of
grant. In October 1998, the Board of Directors authorized an amendment to the
Director Plan doubling the amount of options granted on each Annual Grant Date.
The amendment to the Director Plan is subject to shareholder approval.
All officers and employees are eligible for grants of options under the
employee plan (the "Plan") which includes incentive stock options granted for
employees' current services to the Company and non-statutory stock options
granted for special services which employees provide the Company, as determined
by the Plan. The Plan is administered by a stock option committee which has the
discretion to determine to whom, the amount, exercise prices, exercise terms and
all other matters relating to the grant of options under the employee plan. The
Plan prohibits the grant of incentive stock options under the Plan or any other
plan of the Company to any individual in any calendar year for common stock
having an aggregate fair market value determined at the time the option is
granted in excess of $100,000. Options aggregating 285,003 shares granted to
Messrs. Shea, Lugo and Wallace, are vested 100%. Options
32
34
to purchase 334,373 shares granted under the Plan to all other employees vest
25% six months after the date of grant and 25% on each anniversary of the date
of grant thereafter so long as the individual remains employed by the Company.
All options granted prior to 1999 have a five-year term, but are not exercisable
for six months from the date of grant. In November 1998, options to purchase
86,172 shares were extended through April 2000.
Both the director and employee plans provide for the automatic grant of
reload options to an optionee who would pay all, or part of, the option exercise
price by delivery of shares of common stock already owned by such optionee. The
following table summarizes stock options activity:
DECEMBER 31,
-----------------------------------------------------------------------------------
1996 1997 1998
--------------------------- --------------------------- ---------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
DIRECTORS' PLAN SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE
- --------------- ------ -------------- ------ -------------- ------ --------------
Outstanding, beginning of period...... 11,676 $ 6.00 19,347 $ 6.00 30,016 $ 6.71
Granted............................. 7,671 6.00 10,669 8.00 13,350 5.62
--------- ------------ --------- ------------ --------- ------------
Outstanding, end of period............ 19,347 $ 6.00 30,016 $ 6.71 43,366 $ 6.37
--------- ------------ --------- ------------ --------- ------------
Options exercisable at end of period.. 18,513 30,016 36,524
--------- --------- ---------
DECEMBER 31,
-----------------------------------------------------------------------------------
1996 1997 1998
--------------------------- --------------------------- ---------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EMPLOYEE PLAN SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE
- ------------- ------ -------------- ------ -------------- ------ --------------
Outstanding, beginning of period...... 94,501 $ 6.00 165,344 $ 6.00 325,048 $ 6.98
Granted............................. 77,510 6.00 159,704 8.00 321,931 6.09
Cancelled........................... (6,667) -- -- -- (27,603) --
--------- ----------- --------- ------------ --------- ------------
Outstanding, end of period............ 165,344 $ 6.00 325,048 $ 6.98 619,376 $ 6.51
--------- ------------ --------- ------------ --------- ------------
Options exercisable at end of period 78,184 155,059 367,241
--------- --------- ---------
DECEMBER 31,
-----------------------------------------------------------------------------------
1996 1997 1998
--------------------------- --------------------------- ---------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
OTHER SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE
- ------------- ------ -------------- ------ -------------- ------ --------------
Outstanding, beginning of the period 36,669 $ 6.00 36,669 $ 6.00 49,170 $ 6.51
Granted........................... -- 6.00 12,501 8.00 -- --
--------- ------------ --------- ------------ --------- ------------
Outstanding, end of the period...... 36,669 $ 6.00 49,170 $ 6.51 49,170 $ 6.51
--------- ------------ --------- ------------ --------- ------------
Options exercisable at end of period 36,669 49,170 49,170
--------- --------- ---------
The Company applies APB No. 25 and related interpretations in accounting for
its stock option plans as described in Note 1. Accordingly, no compensation cost
has been recognized in 1996, 1997 or 1998 related to these plans. The Company's
pro forma net income, pro forma net income per common share and pro forma
weighted average fair value of options granted, with related assumptions,
assuming Renex had adopted the fair value method of accounting for all
stock-based compensation arrangements consistent with the provisions of SFAS No.
123, using the Black-Scholes option pricing model, are indicated below:
YEARS ENDED DECEMBER 31,
------------------------
1997 1998
---- ----
Pro forma net income(1)......................................... $ -- $641,000
Pro forma net income per common share(1)........................ $ -- $0.09
Pro forma weighted average fair value of options granted (1).... $ -- $2.31
Expected life (years)........................................... 3 2
Risk-free interest rate......................................... 6.63% 4.35% - 5.60%
Expected volatility............................................. .001 .71
Dividend yield.................................................. 0% 0%
- ----------------------------
(1) In 1997, the fair value of the options was determined to be zero.
The resulting pro forma compensation cost may not be representative of that
to be expected in future years.
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13. SHARE REPURCHASE PROGRAM
In November 1998, the Company's Board of Directors approved a share
repurchase program authorizing the Company to repurchase up to 500,000 shares of
common stock on the open market from time to time at prices acceptable to the
Company. Through December 31, 1998, no shares have been repurchased. See Note
19, Subsequent Events.
14. SHAREHOLDER RIGHTS PLAN
In November 1998, the Company's Board of Directors approved a Shareholder
Rights Plan authorizing a dividend distribution of one Preferred Stock Purchase
Right for each outstanding share of the Company's common stock. Under the plan,
in specified circumstances when the rights can be exercised, each Right will
entitle shareholders to purchase one one-hundredth of a share of the Company's
new Series A Junior Participating Preferred Stock at an exercise price of $25.
The Rights will be exercisable only under certain circumstances relating to a
possible acquisition of, or tender offer for, the Company. Each Right will allow
shareholders to purchase a certain number of shares of the Company's common
stock or an acquiring company's common shares depending on the form of the
business combination.
15. INCOME TAXES
The provision for income taxes consists of the following:
YEAR ENDED
DECEMBER 31, 1998
-----------------
Current:
Federal........................... $ --
State............................. 106,000
------------------
Provision for income taxes.......... $ 106,000
==================
At December 31, 1998, the Company had tax net operating loss carryforwards
of $3.6 million that expire beginning in 2008 and ending in 2012.
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liability at December 31,
1997 and 1998 are presented below:
DECEMBER 31,
-------------------------------
1997 1998
---- ----
Deferred tax assets
Net operating loss carryforwards.......................... $ 2,574,000 $ 1,195,000
Other..................................................... 313,000 1,096,000
------------- -------------
Total deferred tax assets............................... 2,887,000 2,291,000
Deferred tax liability
Change to accrual method for income tax purposes.......... (702,000) (198,000)
------------- -------------
Net deferred tax asset (before valuation allowance)......... 2,185,000 2,093,000
Less valuation allowance.................................... (2,185,000) (2,093,000)
------------- -------------
Net deferred tax asset...................................... $ -- $ --
============= =============
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The reconciliation of the federal income tax rate with the Company's
effective rate is as follows:
YEAR ENDED
DECEMBER 31, 1998
-----------------
Federal income tax rate........................... 34.0%
State income taxes................................ 7.2%
Realization of valuation allowance................ (28.2)%
Other............................................. (5.8)%
----------
Effective tax rate................................ 7.2%
=========
16. EMPLOYEE BENEFIT PLANS
As of January 1, 1997, the Company adopted a tax qualified employee savings
and retirement plan (the "401(k) Plan") covering the Company's employees.
Pursuant to the 401(k) Plan, eligible employees may elect to contribute to the
401(k) Plan up to the lesser of 15% of their annual compensation or the
statutorily prescribed annual limit ($10,000 in 1998). The Company matches 25%
of the contributions of employees, up to 4% of each employee's salary. All
employees who were employed at December 31, 1996, and new hires who thereafter
attain at least one year's service, are eligible to participate in the 401(k)
Plan. The amount of matching contribution by the Company during the years ended
December 31, 1997 and 1998 was $43,000 and $40,000, respectively.
The Trustees of the 401(k) Plan, at the direction of each participant,
invest the assets of the 401(k) Plan in designated investment options. The
401(k) Plan is intended to qualify under Section 401 of the Code, so that
contributions to the 401(k) Plan, and income earned on the 401(k) Plan
contributions, are not taxable until withdrawn. Matching contributions by the
Company are deductible when made.
17. RELATED PARTY TRANSACTIONS
The Company is a party to the following transactions with related parties by
virtue of common ownership:
YEARS ENDED DECEMBER 31,
-----------------------------------------------
1996 1997 1998
---- ---- ----
Legal fees....................... $ 133,000 $ 260,000 $ 102,000
Rent expense..................... 109,000 180,000 175,000
Leasehold expenditures........... 427,000 175,000 --
18. COMMITMENTS
COMMITMENTS. The Company leases facility space and equipment under
noncancelable operating leases. Minimum annual lease payments under these leases
are as follows:
YEAR ENDING AMOUNT
----------- ------
1999............................. $ 1,817,000
2000............................. 1,700,000
2001............................. 1,581,000
2002............................. 1,397,000
2003............................. 1,153,000
Thereafter....................... 5,165,000
-------------
Total............................ $ 12,813,000
=============
Rental expense under these operating leases was $1,046,000, $1,222,000 and
$1,747,000 (of which $257,000, $209,000 and $230,000, respectively, relate to
equipment leases for patient care included in facilities expenses) for the years
ended December 31, 1996, 1997 and 1998, respectively.
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LITIGATION. The Company is subject to claims and suits in the ordinary
course of business, including those arising from patient treatments, which the
Company believes are covered by insurance. The Company is not involved in any
material litigation and is not aware of any potential claims which would likely
give rise to a material liability.
19. SUBSEQUENT EVENTS
Subsequent to December 31, 1998, the Company repurchased 170,500 shares of
Renex common stock at a cost of approximately $765,000 under the share
repurchase program described in Note 13, Share Repurchase Program.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth certain information with respect to the
executive officers and directors of the Company as of December 31, 1998:
NAME AGE POSITION
---- --- --------
Milton J. Wallace(1)..... 63 Chairman of the Board
Arthur G. Shapiro, M.D.(1) 60 Vice Chairman of Board, Director of Medical
Affairs
James P. Shea(1)......... 57 President, Chief Executive Officer, Director
Orestes L. Lugo.......... 40 Vice President-- Finance, Chief Financial
Officer
Patsy L. Anders.......... 54 Vice President-- Business Development
Mignon B. Early.......... 35 Vice President-- Operations
Jeffery C. Finch......... 37 Vice President
Eugene P. Conese, Sr.(2). 68 Director
C. David Finch, M.D...... 39 Director
John E. Hunt, Sr.(2)..... 80 Director
Charles J. Simons(2)(3).. 80 Director
Mark D. Wallace(3)....... 30 Director, Secretary
Jeffrey H. Watson(3)..... 40 Director
- ----------
(1) Member of the Executive Committee.
(2) Member of the Compensation and Stock Option Committee.
(3) Member of the Audit Committee.
MILTON J. WALLACE is a co-founder of the Company and has been Chairman of
the Board of the Company since its inception in July 1993. Mr. Wallace has been
a practicing attorney in Miami for over 30 years, and is currently a shareholder
in the law firm of Wallace, Bauman, Legon, Fodiman & Shannon, P.A. He was a
co-founder and a member of the Board of Directors of Home Intensive Care, Inc.,
a provider of home infusion and dialysis services, serving as Chairman of its
Executive Committee from 1985 through July 1993 and Chairman of the Board from
December 1989 until July 1993when Home Intensive Care, Inc. was acquired by W.R.
Grace & Co. Mr. Wallace is Chairman of the Board of Med/Waste, Inc., a provider
of medical waste management services and a director of Imperial Industries,
Inc., a provider of construction materials. He is a director of several private
companies and is Chairman of the Dade County Florida, Housing Finance Authority.
Mr. Wallace is the father of Mark D. Wallace, a Director of the Company.
ARTHUR G. SHAPIRO, M.D. is a co-founder of the Company and has been Vice
Chairman of the Company's Board and Director of Medical Affairs since the
Company's inception in July 1993. Dr. Shapiro has held an appointment to the
University of Miami School of Medicine as a professor of clinical obstetrics and
gynecology since January 1995. From 1985 until 1995, he was engaged in the
private practice of medicine. He is board certified in obstetrics and
gynecology, reproductive endocrinology and laser surgery. He is a Fellow in the
American College of Obstetrics and Gynecology and the American College of
Endocrinology. Dr. Shapiro was a co-founder of Home Intensive Care, Inc. and
served on its Board of Directors from 1985 until July 1993. Dr. Shapiro also
served as Home Intensive Care, Inc.'s Medical Director from 1990 until July
1993. He is a Director of Med/Waste, Inc.
JAMES P. SHEA has been President and Chief Executive Officer of the Company
since August 1993 and a Director since December 1993. From July 1992 until June
1993, he served as Director General for Home Intensive Care, Inc.'s
international division. From 1986 to 1990, he was Senior Vice President of
Protocare, Inc., an infusion therapy and respiratory care provider, which he
helped establish. From 1985 to 1986, he was General Manager of the health care
products division of The Norton Company, a manufacturer of engineered materials.
From 1983 to 1985, he was President of the infusion division of National Medical
Care, Inc., a kidney dialysis and infusion therapy provider, which is now owned
by Fresenius Medical Care AG.
ORESTES L. LUGO has served as the Company's Vice President -- Finance and
Chief Financial Officer since August 1995. From March 1994 until August 1995, he
was Chief Financial Officer of PacifiCare of Florida, a health maintenance
organization and subsidiary of PacifiCare Health Systems, Inc. From September
1993 until March 1994, he was Chief Financial Officer of Supreme International,
Inc., a clothing manufacturer. From July 1989 until September 1993, Mr. Lugo
served as Vice President of Finance for Home Intensive Care, Inc. From 1980 to
1989, Mr. Lugo was employed by the public accounting firm of Touche Ross, last
as a senior manager. Mr. Lugo is a Certified Public Accountant.
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PATSY L. ANDERS has served as the Company's Vice President -- Business
Development since January 1996. From the Company's inception in July 1993
through January 1996, she served as the Company's Director of Business
Development. From 1990 until July 1993, Ms. Anders was the Physician Liaison for
Quality Care Dialysis Centers, Inc., the wholly-owned dialysis facility
subsidiary of Home Intensive Care, Inc. From 1986 through 1990, Ms. Anders was
Director of Physician Relations for Home Intensive Care, Inc. In 1989, Ms.
Anders founded Anders and Associates, a physician placement firm specializing in
the placement of nephrologists, and has served as its President since its
inception.
MIGNON B. EARLY, RN, BSN has been the Company's Vice President -- Operations
since January 1997. From July 1995 until January 1997, she was the Company's
Director of Training and Development. From January 1994 until July 1995, she
served as a clinic administrator for the Company in the St. Louis, Missouri
region. From December 1990 until January 1994, Ms. Early was a clinic
administrator for Quality Care Dialysis Centers, Inc. Ms. Early is a registered
nurse.
JEFFERY C. FINCH has been a Vice President of the Company since December
1995. From June 1990 until December 1995, Mr. Finch served as Chief Executive
Officer of Dialysis Facilities, Inc., a dialysis company which owned three
dialysis facilities purchased by the Company in December 1995, which Mr. Finch
co-founded in 1990. He is a principal of JCD Partnership, a real estate and
property management firm. Mr. Finch is the brother of C. David Finch, M.D., a
Director of the Company.
EUGENE P. CONESE, SR. has been a Director of the Company since November
1996. Mr. Conese is Chairman of the Board of World Air Lease, Inc. From 1987
until September 1997, he served as Chairman of the Board of Directors and Chief
Executive Officer of Greenwich Air Services, Inc., a provider of repair and
overhaul services for gas turbine aircraft engines. Greenwich Air Services, Inc.
was acquired by General Electric Company in September 1997. Mr. Conese is a
Director of Trans World Airlines, Inc. and is a member of the Board of Trustees
of Iona College.
C. DAVID FINCH, M.D. has been a Director of the Company since December 1995,
when the Company acquired Dialysis Facilities, Inc., a dialysis company he
co-founded in 1990. He is a board certified nephrologist and maintains a private
practice of medicine in nephrology and hypertension in Jackson, Mississippi. Dr.
Finch serves as the Medical Director of the Company's dialysis facilities in the
Jackson, Mississippi area. He also serves as Director of Dialysis at Vicksburg
Medical Center and Parkview Regional Medical Center. He is a principal in JCD
Partnership, a real estate and property management firm, and the brother of
Jeffery C. Finch, a Vice President of the Company.
JOHN E. HUNT, SR. has been a Director of the Company since its inception in
July 1993. Since August 1983, Mr. Hunt has been Chairman of the Board of Hunt
Insurance Group, Inc., an insurance agency holding company. For the previous 40
years, Mr. Hunt was President of John E. Hunt & Associates, a Tallahassee and
Miami, Florida insurance agency. For the past 13 years, he has also been
President of Insurance Consultants and Analysis, Inc., an insurance consulting
firm. Mr. Hunt serves as Chairman of the Board of Trustees of the Florida Police
Chiefs' Education and Research Foundation, Inc., and as a trustee of Florida
Southern College. Mr. Hunt was a Director of Home Intensive Care, Inc. from 1985
until July 1993.
CHARLES J. SIMONS has been a Director of the Company since its inception in
July 1993. Mr. Simons is the Vice Chairman of the Board of G.W. Plastics, Inc.,
a plastics manufacturer, and is an independent management and financial
consultant. From 1940 to 1981, he was employed by Eastern Airlines, last serving
as Vice Chairman, Executive Vice President and as a Director. Mr. Simons is a
Director of Bessemer Trust of Florida, an investment management firm; Calspan
Corporation, an aerospace company; Med/Waste, Inc., and Viragen, Inc., a
pharmaceutical company; and a number of private companies. Mr. Simons is the
Chairman of the Board of the Matthew Thornton Health Plan.
MARK D. WALLACE has been Secretary and a Director of the Company since the
Company's inception in July 1993. Since July 1992, Mark Wallace has been a
practicing attorney and is currently a partner at the law firm of Stack,
Fernandez, Anderson, Harris & Wallace, P.A. Mr. Wallace is the son of Milton J.
Wallace, Chairman of the Board of the Company.
JEFFREY H. WATSON has been a Director of the Company since July 1994. Since
December 1995, he has been Chairman of the Board and President of J. Watson &
Co., a government relations and business consulting firm. From June 1994 until
December 1995, he was Vice President for Government Relations of the Jefferson
Group, an independent public affairs firm. From January 1993 until June 1994,
Mr. Watson served as Deputy Assistant for Inter-Governmental Affairs for the
Clinton Administration. From December 1991 through November 1992, Mr. Watson was
employed by the election campaign for President Clinton. From 1989 until
November 1991, Mr. Watson served as Finance Administrator for the City of Miami,
Florida's Department of Development and Housing Conservation. From 1986 until
January 1989, he served as an Administrative Assistant for the Mayor of Miami,
Florida. From September 1985 through March 1986, he was a Managing Partner and
Chief Financial Manager of J. Howard Industries, a company involved in
low-income housing redevelopment and construction.
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BOARD OF DIRECTORS
The Company's Board of Directors is divided into three classes. The members
of each class serve for staggered three year terms, including three Class I
directors (Charles J. Simons, Jeffrey H. Watson and Eugene P. Conese, Sr.),
three Class II directors (Mark D. Wallace, John E. Hunt, Sr. and James P. Shea)
and three Class III directors (Milton J. Wallace, Arthur G. Shapiro and C. David
Finch). Class II, III and I director terms expire upon the election of directors
at the annual meeting of shareholders to be held in 1999, 2000 and 2001,
respectively. Directors hold office until the expiration of their respective
terms and until their successors are elected, or until death, resignation or
removal. Each officer serves at the discretion of the Board of Directors,
subject to certain contractual rights described below.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established standing Executive, Audit and
Compensation and Stock Option Committees. The Executive Committee consists of
Milton J. Wallace, Arthur G. Shapiro and James P. Shea. When the Board of
Directors is not in session, the Executive Committee possesses all of the powers
of the Board. Although the Executive Committee has broad powers, in practice it
meets infrequently to take formal action on a specific matter when it would be
impractical to call a meeting of the full Board.
The Audit Committee consists of Charles J. Simons, Jeffrey H. Watson and
Mark Wallace. The functions of the Audit Committee are to recommend to the Board
the appointment of independent public accountants for the annual audit of the
Company's financial statements; review the scope of the annual audit and other
services the auditors are asked to perform; review the report on the Company's
financial statements following the audit; review the accounting and financial
policies of the Company; and review management's procedures and policies with
respect to the Company's internal accounting controls.
The Compensation and Stock Option Committee consists of Eugene P. Conese,
Sr., John E. Hunt, Sr. and Charles J. Simons. The functions of the Compensation
and Stock Option Committee are to review and approve salaries, benefits and
bonuses for all executive officers of the Company; to review and recommend to
the Board matters relating to employee compensation and benefit plans; and to
administer the Company's 1994 Employee Stock Option Plan.
DIRECTOR COMPENSATION
Directors who are officers or employees of the Company receive no additional
compensation for their services as members of the Board of Directors. Commencing
1998, non-employee directors receive an annual retainer of $5,000 cash
compensation for service on the Board of Directors and receive reimbursement of
expenses. Non-employee directors also receive $500 for each Board or committee
meeting attended. Non-employee directors also receive annual grants of options
under the Directors Plan.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's officers and directors are required to file Forms 3, 4 and 5
with the Securities and Exchange Commission in accordance with Section 16(a) of
the Securities and Exchange Act of 1934, as amended and the rules and
regulations promulgated thereunder. Based solely on a review of such reports
furnished to the Company as required by Rule 16(a)-3, no director failed to
timely file such reports in 1998.
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ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION INFORMATION. The following table summarizes the
compensation earned by, and paid to, the Company's President and Chief Executive
Officer and each other executive officer for the two years ended December 31,
1997 and 1998 who received compensation in excess of $100,000 for any such
periods (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
Long Term
Compensation Award
-------------------------
Securities
Other Annual Underlying
Name and Principal Position Year Salary (1) Bonus Compensation Options (#)
- ------------------------------------ -------- -------------- ------------ --------------------- -------------------------
James P. Shea..................... 1998 $ 205,200 $ 190,000 $ 12,540 92,176
President and CEO 1997 128,465 -- 8,630 33,334
Orestes L. Lugo................... 1998 167,400 124,000 $ 10,800 25,235
Vice President-Finance 1997 114,617 -- 7,110 26,667
And CFO
Milton J. Wallace................. 1998 73,077 100,000 $ 7,940 54,255
Chairman of the Board 1997 -- -- -- 1,667
Patsy L. Anders................... 1998 97,200 41,985 $ 8,004 8,000
Vice President- 1997 70,769 8,600 5,400 20,000
Business Development
Mignon B. Early................... 1998 93,846 38,000 $ -- 8,000
Vice President-Operations 1997 77,580 12,000 -- 20,000
- ----------
(1) The Company provides its officers with certain non-cash group life and
health benefits generally available to all salaried employees. Such benefits
are not included in the above table pursuant to applicable Securities and
Exchange Commission rules. No Named Executive Officer received aggregate
personal benefits or perquisites that exceed the lesser of $50,000 or 10% of
his total annual salary and bonus for such year.
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STOCK OPTION GRANTS. The following table sets forth information concerning
grants of stock options to each of the Named Executive Officers during the year
ended December 31, 1998:
OPTIONS GRANTED IN LAST FISCAL YEAR
Individual Grants
---------------------------------------------------------------------------
Potential Realizable
Value at Assumed
Annual Rate of
Number of % of Total Options Stock Price Appreciation
Secruities Granted to Exercise or for Option Term ($)(5)
Underlying Optiions Employees in Fiacl Base Price Expiration ---------------------------
Name Granted(#)(1) Year (4) ($/Share) Date 5% 10%
- ----------------------- ---------------------- ---------------------- -------------- -------------- ------------- -------------
James P. Shea......... 16,176 5% $ 7.19 2/25/00 $ 12,000 $ 24,400
16,000 5% 6.00 4/22/03 26,600 58,600
60,000 18.6% 5.63 12/4/03 93,600 206,400
------ -------
92,176(2) 28.6%
====== =======
Orestes L. Lugo....... 13,235 4.1% $ 7.19 2/25/00 $ 9,800 $ 20,000
12,000 3.7% 6.00 4/22/03 19,900 43,900
------ -------
25,235(2) 7.8%
====== =======
Milton J. Wallace..... 12,255 3.8% $ 7.19 2/25/00 $ 9,100 $ 18,500
12,000 3.7% 6.00 4/22/03 19,900 43,900
30,000 9.3% 5.63 12/4/03 46,800 103,200
------ -------
54,255(2) 16.8%
====== =======
Patsy L. Anders....... 8,000(3) 2.5% $ 6.00 4/22/03 $ 13,300 $ 29,300
===== =======
Mignon B. Early....... 8,000(3) 2.5% $ 6.00 4/22/03 $ 13,300 $ 29,300
===== =======
- ----------
(1) All such options were granted pursuant to the 1994 Employee Stock Option
Plan.
(2) Options vest 100% immediately but are not exercisable for six months
following grant.
(3) Options vest over three years, with 25% of such options vesting six months
following the date of grant, 25% on the first anniversary from the date of
grant and 25% at the end of each succeeding year from the grant date.
(4) Based on an aggregate of 321,931 options granted to employees in 1998,
including the Named Executive Officers.
(5) The 5% and 10% assumed rates of appreciation are mandated by the rules of
the Securities and Exchange Commission and do not represent the Company's
estimate or projection of the future Common Stock price.
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YEAR-END OPTION HOLDINGS. The following table sets forth certain aggregated
option information for the Named Executive Officers for the year ended December
31, 1998:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS(#) OPTIONS(2)
--------------------------------------- ---------------------------------------
NAME(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------- ----------- ------------- ----------- -------------
James P. Shea............ 98,845 60,000 $ 62,600 $ 97,200
Orestes L. Lugo.......... 71,903 -- 40,800 --
Milton J. Wallace........ 45,091 30,000 39,700 48,600
Patsy L. Anders.......... 29,500 18,500 24,400 10,600
Mignon B. Early.......... 19,084 17,250 11,400 9,100
- ----------
(1) No options were exercised by the above Named Executive Officers during the
fiscal year ended December 31, 1998.
(2) The value of unexercised options represents the difference between the
exercise price of the options and the closing sales price of the Company's
Common Stock on December 31, 1998 of $7.25 as reported by NASDAQ/NMS.
EMPLOYMENT AGREEMENTS
In April 1997, the Company entered into two year employment agreements with
James P. Shea, the Company's President and Chief Executive Officer, and Orestes
L. Lugo, Vice President - Finance and Chief Financial Officer. The terms of
these agreements were amended to five years for Mr. Shea and three years for Mr.
Lugo. In January 1998, the Company entered into a five year employment agreement
with Milton J. Wallace, the Company's Chairman of the Board. The employment
agreements provide for base salaries of $190,000, $155,000 and $100,000 for
Messrs. Shea, Lugo and Wallace, respectively. Mr. Wallace's base salary
commenced April 1998. Base salary for each officer is increased on each
anniversary date of each agreement during the term by a minimum of 6%. Each
officer receives an automobile allowance and certain other non-cash benefits,
including life, health and disability insurance. The employment agreements for
Messrs. Wallace and Shea are automatically renewed for five years at the end of
the initial term and each extended term, unless either party provides notice of
termination at least 180 days prior to the expiration of such term. Mr. Lugo's
employment agreement is automatically renewed for three years at the end of the
initial term and each extended term, unless either party provides notice of
termination at least 120 days prior to the expiration of such term.
Messrs. Shea, Lugo and Wallace are entitled to receive bonuses in each
fiscal year during the term of their agreements. Such agreements require the
Board of Directors to establish incentive bonus plans for each fiscal year which
would provide a means for each officer to earn a bonus upon the achievement of
established goals and criteria.
The respective employment agreements grant to each of Messrs. Shea, Lugo and
Wallace the right to terminate his employment agreement within eighteen months
following a "change of control," and to receive an amount equal to the greater
of: (i) base salary due for the remainder of the term of the agreement and three
times the bonus amount paid in the last 12 months had it not been terminated; or
(ii) $500,000. Such change of control severance is payable 100% in cash on the
effective date of such termination. If Messrs. Shea, Lugo or Wallace is
terminated without cause during the term of their respective agreements, such
officer will be entitled to the same severance mentioned above for a "change of
control".
In April 1997, the Company entered into a two year employment agreement with
Patsy L. Anders, Vice President - Business Development. The agreement currently
provides for a base salary of $90,000 per year. Base salary is increased on the
anniversary of each year during the term by a minimum of 6%. Ms. Anders receives
an automobile allowance and certain other non-cash benefits, including life,
health and disability insurance. Ms. Anders, upon the achievement of established
goals and criteria, is entitled to receive a bonus in each fiscal year during
the term of the agreement. Such agreement requires the Board of Directors to
establish an incentive bonus plan for each fiscal year. Her employment agreement
is automatically renewed for two years at the end of the initial term and each
extended term, unless either party provides written notice of termination at
least 120 days prior to the expiration of such term.
If Ms. Anders is terminated without a cause prior to a "change of control,"
she will be entitled to severance equal to the greater of the remaining base
salary due under the agreement or one year's base salary. If Ms. Anders is
terminated without cause following a "change of control," she will be entitled
to severance equal to the greater of (i) two times the remaining base salary
which would have
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44
been paid for the remainder of the term of the agreement or (ii) two times the
sum of one year's base salary then in effect, and any and all bonuses paid to
Ms. Anders in the eighteen months prior to the effective date of termination.
Ms. Anders' employment agreement grants her the right to terminate the agreement
within 180 days following a "change of control," and entitles her to the same
severance as mentioned above under termination without a cause following a
"change of control." Such "change of control" severance is payable 50% in cash
on the effective date of such termination, with the balance payable over a
twelve month period.
In March 1997, the Company entered into a three year employment agreement
with Mignon B. Early, Vice President - Operations. The agreement provides for a
base salary of $80,000 and certain other non-cash benefits, including life,
health and disability insurance. Ms. Early is entitled to receive a bonus in
each fiscal year during the term of her agreement. Such agreement requires the
Board or Directors to establish an incentive bonus plan for each fiscal year
which would provide a means for her to earn a bonus up to 50% of her respective
base salary upon the achievement of established goals and criteria.
If Ms. Early is terminated without cause prior to a "change of control," she
will be entitled to severance equal to the base salary accrued through the
effective date of termination and six months base salary. If Ms. Early is
terminated without cause following a "change of control," she will be entitled
to severance equal to all accrued base salary through the date of termination
and one year's base salary. In April 1998, Ms. Early's base annual salary was
increased to $100,000.
For the purposes of the employment agreements, "change of control" is
defined as: (i) the acquisition, other than from the Company directly, by any
person, entity or group, within the meaning of ss. 13(d) or 14(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), of beneficial ownership of
25% or more of the outstanding Common Stock; (ii) if the individuals who serve
on the Board as of the date of the employment agreement, no longer constitute a
majority of the members of the Board; provided, however, any person who becomes
a director subsequent to such date, who was elected to fill a vacancy by a
majority of the individuals then serving on the Board, shall be considered as if
a member prior to such date; (iii) approval by a majority of the voting stock of
the Company of a merger, reorganization or consolidation whereby the
shareholders of the Company immediately prior to such approval do not,
immediately after consummation of such reorganization, merger or consolidation
own more than 50% of the voting stock of the surviving entity; or (iv) a
liquidation or dissolution of the Company, or the sale of all or substantially
all of the Company's assets.
STOCK OPTION PLANS
EMPLOYEE PLAN
The Company maintains a 1994 Employee Stock Option Plan ("Employee Plan").
The Employee Plan is designed as an incentive program to cause employees to
increase their interest in the Company's performance and to attract and retain
qualified personnel. Subject to certain anti-dilution provisions, the Employee
Plan consists of 1,000,000 shares of Common Stock reserved for issuance upon the
exercise of options which may be granted, including 619,376 shares subject to
outstanding options as of December 31, 1998.
The Employee Plan is administered by the Compensation and Stock Option
Committee. The Compensation and Stock Option Committee has the discretion, among
other things, as to whom to grant options, the amount of options, the terms of
options and the exercise prices. All employees of the Company are eligible to
receive options under the Employee Plan. Such employees are eligible to receive
either "incentive" or "nonqualified" stock options, subject to the limitations
of the Internal Revenue Code of 1986, as amended (the "Code"). The exercise
price of an incentive stock option may not be less than 100% of the market price
of the underlying Common Stock as of the date of grant. No option may be granted
which has a term longer than 10 years. Stock options may have vesting
requirements as established by the Compensation and Stock Option Committee, but,
except in the case of an employee's death or permanent disability, in no event
may the options be exercisable until six months after grant. All unvested
options under the Employee Plan become immediately vested in full upon a change
of control of the Company, as such term is defined in the Employee Plan.
Upon termination of an optionee's employment with the Company for any
reason, all options granted to such employee under the Employee Plan would
terminate immediately, except that the Compensation and Stock Option Committee
has the discretion to permit such holder to exercise vested options for a period
of 90 days after termination. Options granted under the Employee Plan may not be
transferred and are not exercisable except by the employee.
The Employee Plan provides for the automatic grant of "reload" options to an
employee, who pays all, or a portion of, an exercise price by delivery of shares
of Common Stock then owned by such employee. Reload options are granted for each
share of Common Stock so tendered. The exercise price of such reload option is
the then fair market value of the Common Stock. All other terms of the
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45
reload options would be identical to the original options; provided, however,
that if the expiration date is less than one year, the expiration date is
extended to one year from the date of issuance of the reload options.
As of December 31, 1998, options to purchase a total of 619,376 shares of
Common Stock, with a weighted average exercise price of $6.51 have been granted
to executive officers and other employees of the Company. Each option granted
has a term of five years. Options granted to Messrs. Shea, Lugo and Wallace are
vested 100%. For all other officers and employees, options vest 25% at the end
of six months and 25% on each anniversary of such grant until 100% are vested.
Options are not exercisable until six months after the date of grant.
DIRECTORS PLAN
The Company maintains a Directors Stock Option Plan (the "Directors Plan").
Subject to certain anti-dilution provisions in the Plan, there are 166,667
shares of Common Stock reserved for issuance upon the exercise of options which
may be granted pursuant to the Directors Plan, including 43,366 shares subject
to outstanding options. All non-employee directors are eligible to receive
grants of options ("Eligible Directors"). Each Eligible Director receives
automatic, non-discretionary grants of options based upon specific criteria set
forth in the Directors Plan. Prior to October 1998, on April 27 of each year,
each Eligible Director received non-qualified options to purchase 834 shares of
Common Stock for service on the Board of Directors and additional options to
purchase 334 shares for service on each committee of the Board, other than the
Executive Committee, for which members would receive options to purchase 834
shares. Also, additional options to purchase 334 shares are granted to Eligible
Directors who serve as a chairman of each standing committee of the Board, other
than the chairman of the Executive Committee, who would receive options to
purchase 834 shares. In October 1998, the Board of Directors authorized an
amendment to the Director Plan providing for a special grant of options based on
the formula of annual grants on October 1, 1998. In addition, commencing April
27, 1999, annual option grants are double the amount of options granted in April
1998. The amendment to the Director Plan is subject to stockholder approval.
The exercise price of each option granted under the Directors Plan is equal
to the fair market value of the Common Stock on the date of grant as determined
in accordance with the provisions of the Directors Plan. All options granted
have a term of five years, but, except in the case of an Eligible Director's
death or permanent disability, are not exercisable until six months after the
date of grant. No option is transferable by the Eligible Director, except by the
laws of descent and distribution. If the Eligible Director's membership on the
Board terminates, including by reason of death, such options are exercisable for
the lesser of the remaining term of such option, or one year.
The Directors Plan provides for the automatic grant of "reload" options to
an Eligible Director, who pays all, or a portion of, an exercise price by
delivery of shares of Common Stock then owned by such Eligible Director. Reload
options are granted for each share of Common Stock so tendered. The exercise
price of such reload option is the then fair market value of the Common Stock.
All other terms of the reload options, including the expiration date, would be
identical to the original options, provided, however, that if the expiration
date is less than one year, the expiration date is extended to one year from the
date of issuance of the reload options.
As of December 31, 1998, options to purchase 43,366 shares of Common Stock,
with a weighted average exercise price of $6.37 per share, have been
automatically granted to Eligible Directors as a group and remain outstanding.
401(k) PLAN
As of January 1997, the Company adopted a tax-qualified employee savings and
retirement plan (the "401(k) Plan") covering the Company's employees. Pursuant
to the 401(k) Plan, eligible employees may elect to contribute to the 401(k)
Plan up to the lesser of 15% of their annual compensation or the statutorily
prescribed annual limit ($10,000 in 1998). The Company matches 25% of the
contributions of employees up to 4% of each employee's salary. All employees who
attain at least one year's service are eligible to participate in the 401(k)
Plan.
The Trustees of the 401(k) Plan, at the direction of each participant,
invest the assets of the 401(k) Plan in designated investment options. The
401(k) Plan is intended to qualify under Section 401 of the Code, so that
contributions to the 401(k) Plan, and income earned on the 401(k) Plan
contributions are not taxable until withdrawn. Matching contributions by the
Company are deductible when made.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Company's Compensation and Stock Option Committee
is or has been an officer or employee of the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of December 31, 1998,
with respect to the beneficial ownership of the Company's Common Stock by: (i)
each person who is known by the Company to own more than 5% of such shares of
Common Stock; (ii) each Named Executive Officer; (iii) each of the Company's
directors; and (iv) all directors and executive officers as a group.
NUMBER OF SHARES PERCENT OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER(1) BENEFICIALLY OWNED(2) BENEFICIALLY OWNED(3)
--------------------------------------- --------------------- ---------------------
Milton J. Wallace(4)........................ 769,813 10.3%
Arthur G. Shapiro, M.D.(5).................. 759,838 10.2
James P. Shea(6)............................ 283,445 3.7
C. David Finch, M.D.(7)..................... 198,197 2.7
Orestes L. Lugo(8).......................... 113,554 1.5
John E. Hunt, Sr.(9)........................ 82,155 1.1
Charles J. Simons(10)....................... 56,041 *
Patsy L. Anders (11)........................ 43,317 *
Eugene P. Conese, Sr.(12)................... 28,836 *
Mignon B. Early (13)........................ 20,284 *
Mark D. Wallace(14)......................... 16,170 *
Jeffrey H. Watson(15)....................... 8,170 *
William C. Morris(16)....................... 662,400 8.9%
J. & W. Seligman & Co., Inc.(17)............ 662,400 8.9%
All executive officers and directors as group
(13 persons)(18).......................... 2,477,034 31.5%
- ----------
* Less than one percent.
(1) Unless otherwise indicated, the address for each beneficial owner is c/o
the Company at 201 Alhambra Circle, Suite 800, Coral Gables, Florida
33134.
(2) Except as set forth herein, all securities are directly owned and the
sole investment and voting power are held by the person named. A person
is deemed to be the beneficial owner of securities that can be acquired
by such person within 60 days of December 31, 1998 upon the exercise of
options or warrants.
(3) Based upon 7,422,966 shares of Common Stock issued and outstanding as of
December 31, 1998. Each beneficial owner's percentage is determined by
assuming that all such exercisable options or warrants that are held by
such person (but not those held by any other person) have been
exercised.
(4) Mr. Wallace's address is 1200 Brickell Avenue, Suite 1720, Miami,
Florida 33131. Except as set forth herein, all shares of Common Stock
are owned jointly by Mr. Wallace and his wife. Includes: (i) 12,000
shares of Common Stock owned by Milton J. Wallace and his wife as
custodian for a minor child; (ii) 35,600 shares of Common Stock owned by
Mr. Wallace's Individual Retirement Account; (iii) 106,122 shares of
Common Stock (including 8,655 of Common Stock issuable upon exercise of
warrants and Series B Warrants) owned by a corporation, of which Mr.
Wallace is an officer, director and controlling stockholder, (iv) 45,091
shares of Common Stock issuable upon exercise of stock options; and (v)
15,000 shares of Common Stock issuable upon exercise of Series B
Warrants owned by his Individual Retirement Account.
(5) Except as set forth herein, all shares of Common Stock are owned jointly
by Dr. Shapiro and his wife. Includes: (i) 17,234 shares of Common Stock
owned by Dr. Shapiro's Individual Retirement Account; (ii) 28,376 shares
of Common Stock issuable upon exercise of stock options; (iii) 106,042
shares of Common Stock (including 8,575 shares of Common Stock issuable
upon exercise of warrants and Series B Warrants) owned by a corporation,
of which Dr. Shapiro is an officer and director; (iv) 3,750 shares of
Common Stock issuable upon exercise of Series B Warrants owned by Dr.
Shapiro's Individual Retirement Account, and (v) 3,750 shares of common
stock issued upon exercise of Series B Warrants.
(6) Except as set forth herein all shares of Common Stock and all warrants
are owned jointly by Mr. Shea and his wife. Includes: (i) 98,845 shares
of Common Stock issuable upon exercise of stock options; (ii) 33,334
shares of Common Stock issuable upon exercise of warrants; and (iii)
15,000 shares of Common Stock issuable upon exercise of Series B
Warrants.
(7) Includes 6,000 shares of Common Stock issuable upon exercise of stock
options.
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(8) Includes: (i) 71,903 shares of Common Stock issuable upon exercise of
stock options; (ii) 3,334 shares of Common Stock issuable upon exercise
of warrants; and (iii) 3,750 shares of Common Stock issuable upon
exercise of Series B Warrants.
(9) Includes: (i) 4,837 shares of Common Stock issuable upon exercise of
stock options; (ii) 6,667 shares of Common Stock issuable upon exercise
of warrants; (iii) 11,667 shares of Common Stock owned by Mr. Hunt's
spouse; (iv) 1,667 shares of Common Stock issuable upon exercise of
warrants owned by his spouse; and (v) 3,750 shares of Common Stock
issuable upon exercise of Series B Warrants. Mr. Hunt disclaims
beneficial ownership of the shares owned by his spouse.
(10) Includes: (i) 6,838 shares of Common Stock issuable upon exercise of
stock options; (ii) 1,667 shares of Common Stock issuable upon exercise
of warrants; and (iii) 7,500 shares of Common Stock issuable upon
exercise of Series B Warrants.
(11) Includes 29,500 shares of Common Stock issuable upon exercise of stock
options.
(12) Includes: (i) 3,836 shares of Common Stock issuable upon exercise of
stock options; and (ii) 5,000 shares of Common Stock issuable upon
exercise of warrants.
(13) Includes 19,084 shares of Common Stock issuable upon exercise of stock
options.
(14) Includes 4,170 shares of Common Stock issuable upon exercise of stock
options.
(15) Includes 5,170 shares of Common Stock issuable upon exercise of stock
options.
(16) Mr. Morris' address is 100 Park Avenue, New York, NY 10017. Mr. Morris
is a principal of J. & W. Seligman & Co., Inc. ("JWS"), an investment
advisor. The shares above include 662,400 shares beneficially owned by
JWS, which also includes 364,000 shares owned by Seligman Frontier Fund,
Inc. (the "Fund"), an investment company under the Investment Company
Act of 1940. JWS is an investment advisor to the Fund.
(17) JWS' address is 100 Park Avenue, New York, NY 10017. Includes 364,000
shares owned by the Fund, to which JWS is an investment advisor.
(18) Includes: (i) 325,650 shares of Common Stock issuable upon exercise of
options; (ii) 65,002 shares of Common Stock issuable upon exercise of
warrants; and (iii) 56,396 shares of Common Stock issuable upon exercise
of Series B Warrants.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
JCD Partnership, a real estate holding and property management firm, of
which C. David Finch, M.D., Jeffery Finch and Charles D. Finch, Sr. are the
principals, owns the real property and improvements at the Company's dialysis
facilities at Jackson, Mississippi and Delta, Louisiana. JCD Partnership leases
the properties to the Company pursuant to ten year leases, in which the Company
pays annual rent of $92,400 and $82,500, respectively. The Company paid $427,000
and $175,000 to JCD Partnership in connection with the leasehold improvements at
each facility for the years ended December 31, 1996 and 1997, respectively.
C. David Finch, M.D. owed DFI approximately $85,000 at the time of DFI's
acquisition by the Company evidenced by a note. The notes, with interest at the
rate of 8% per annum, is payable upon demand by the Company. As of December 31,
1997 and 1998, approximately $85,000 in principal remained unpaid, together with
accrued interest of $13,600 and $20,700 as of such dates, respectively.
Milton J. Wallace, Chairman of the Board of Directors of the Company, is a
shareholder of the law firm of Wallace, Bauman, Legon, Fodiman & Shannon, P.A.
The law firm serves as general counsel to the Company for which the firm
received $102,000 during 1998.
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ITEM 14. EXHIBITS, FINANCIAL SCHEDULES AND REPORTS ON FORM 8-K
(a) Exhibits furnished as part of this report:
(1) Financial Statements. The financial statements required are included
in PART II, Item 8.
(b) Report on Form 8K - None.
(c) Exhibits - The following exhibits as required by Item 601 of Regulation
S-K are filed herewith.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
*3.1 -- Articles of Incorporation of the Company
*3.2 -- By-Laws of the Company
*4.1 -- Specimen Certificate of Common Stock
10.1 -- Amended and Restated Employment Agreement dated June 30, 1998
by and between Renex Corp. and James P. Shea
10.2 -- Amended and Restated Employment Agreement dated June 30, 1998
by and between Renex Corp. and Orestes L. Lugo
10.3 -- Credit Agreement by and between NationsBank, N.A. as of April
30, 1998
*10.4 -- Directors Stock Option Plan
*10.5 -- 1994 Employee Stock Option Plan
*10.6 -- Master Lease Agreement by and between Renex Corp. and
Morcroft Leasing Corp. as of January 1, 1994
*10.7 -- Lease Agreement by and between JCD Partnership and Renex
Dialysis Facilities, Inc. dated December 29, 1995 for certain
property located in Jackson, Mississippi
*10.8 -- Lease Contract and Agreement by and between JCD Partnership
and Renex Dialysis Facilities, Inc. dated December 29, 1995 for
certain property located in Jackson, Mississippi
*10.9 -- Lease Contract and Agreement by and between JCD Partnership
and Renex Dialysis Facilities, Inc. dated December 29, 1995 for
certain property located in Delta, Louisiana
10.10 -- Employment Agreement dated January 1, 1998 by and between
Renex Corp. and Milton J. Wallace
10.11 -- Employment Agreement dated March 1, 1997 by and between
Renex Corp. and Mignon Early
10.12 -- Employment Agreement dated April 22, 1997 by and between
Patsy L. Anders
21.1 -- Subsidiaries of the Company
27.1 -- Financial Data Schedule (for SEC use only)
- --------------------
*Incorporated by reference to the Company's Registration Statement on Form
S-1 File No. 333-32611.
(d) Financial Statement Schedules - The following financial statement
schedules required by Regulation S-X are herewith filed as follows.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
behalf of the undersigned, thereunto duly authorized.
RENEX CORP.
Date: MARCH 29, 1999 By: /s/ James P. Shea
---------------------------------------
James P. Shea
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicates.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ MILTON J. WALLACE Chairman of the Board March 29, 1999
- ----------------------------- Of Directors
Milton J. Wallace
/s/ ARTHUR G. SHAPIRO, M.D. Vice Chairman of the Board March 29, 1999
- ----------------------------- Director of Medical Affairs
Arthur G. Shapiro, M.D.
/s/ JAMES P. SHEA President/CEO, Director March 29, 1999
- -----------------------------
James P. Shea
/s/ MARK D. WALLACE Director/Secretary March 29, 1999
- -----------------------------
Mark D. Wallace
/s/ EUGENE P. CONESE, SR. Director March 29, 1999
- -----------------------------
Eugene P. Conese, Sr.
/s/ C. DAVID FINCH, M.D. Director March 29, 1999
- -----------------------------
C. David Finch, M.D.
/s/ JOHN E. HUNT, SR. Director March 29, 1999
- -----------------------------
John E. Hunt, Sr.
/s/ JEFFREY H. WATSON Director March 29, 1999
- -----------------------------
Jeffrey H. Watson
/s/ CHARLES J. SIMONS Director March 29, 1999
- -----------------------------
Charles J. Simons
/s/ ORESTES L. LUGO Vice President/Chief March 29, 1999
- ----------------------------- Financial and Principal
Orestes L. Lugo Accounting Officer
48