<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarterly Period Ended September 30, 1997
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-23165
RENEX CORP.
(Exact name of Registrant as specified in its charter)
Florida 65-0422087
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2100 Ponce de Leon Boulevard, Suite 950
Coral Gables, Florida 33134
(Address of principal executive offices, including Zip Code)
Registrant's telephone number including area code: (305) 448-2044
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 preceding 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. [ ] Yes [X] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Title of Each Class Number of Shares Outstanding
Common Stock September 30, 1997
3,974,247
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RENEX CORP.
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED SEPTEMBER 30, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PART I--FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets
December 31, 1996 and September 30, 1997 (unaudited) 1
Consolidated Statements of Operations (unaudited)
For the Three and Nine Months Ended September 30, 1997 and 1996 2
Consolidated Statements of Cash Flows (unaudited)
For the Nine Months Ended September 30, 1997 and 1996 3
Notes to Unaudited Consolidated Financial Statements 4-5
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations 6-11
PART II--OTHER INFORMATION
Item 1. Legal Proceedings. 12
Item 2. Changes in Securities. 12
Item 3. Defaults Upon Senior Securities. 12
Item 4. Submission of Matters to a Vote of Securities Holders. 12
Item 5. Other Information. 12
Item 6. Exhibits and Reports on Form 8-K 12
</TABLE>
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RENEX CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 154,000 $ 952,000
Accounts receivable (net of allowance for
doubtful accounts of $1,430,000 and
$1,261,000 at September 30, 1997
and December 31, 1996, respectively) 5,141,000 4,535,000
Inventories 359,000 347,000
Prepaids and other 361,000 225,000
----------- -----------
Total current assets 7,015,000 6,059,000
Fixed assets, net 6,906,000 6,042,000
Intangible assets, net 1,127,000 1,309,000
Notes receivable from affiliates
(interest rate of 8%) 85,000 85,000
Other assets 1,764,000 1,666,000
----------- -----------
TOTAL ASSETS $16,897,000 $15,161,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 974,000 $ 708,000
Accrued expenses and other 2,847,000 2,393,000
Current portion of long-term debt 6,000 46,000
Current portion of capital lease
obligations 403,000 523,000
----------- -----------
Total current liabilities 4,230,000 3,670,000
----------- -----------
Line of credit 1,000,000
-----------
Long-term debt, less current portion 6,196,000 6,184,000
----------- -----------
Capital lease obligations, less current
portion 1,923,000 990,000
----------- -----------
Shareholders' equity:
Common stock, $.001 par value,
30,000,000 shares authorized,
3,974,247 shares as of
September 30, 1997 and 3,970,115
shares as of December 31, 1996,
issued and outstanding 3,000 3,000
Additional paid-in capital 9,163,000 9,151,000
Accumulated deficit (5,618,000) (4,837,000)
----------- -----------
Total shareholders' equity 3,548,000 4,317,000
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $16,897,000 $15,161,000
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
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RENEX CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- -----------------------------
1997 1996 1997 1996
---------- ---------- ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C>
Net revenues $6,580,000 $4,837,000 $19,012,000 $13,157,000
Operating expenses:
Facilities 5,012,000 3,754,000 14,688,000 10,108,000
General and administrative 851,000 629,000 2,158,000 1,792,000
Provision for doubtful accounts 269,000 319,000 761,000 880,000
Depreciation and amortization 394,000 720,000 1,182,000 1,297,000
---------- ---------- ----------- -----------
Operating income (loss) 54,000 (585,000) 223,000 (920,000)
Other income (expenses):
Gain (loss) on sale of assets -- 364,000 (27,000) 364,000
Net interest expense (278,000) (260,000) (815,000) (679,000)
Amortization of deferred financing costs (54,000) (54,000) (162,000) (162,000)
---------- ---------- ----------- -----------
Net (loss) $ (278,000) $ (535,000) $ (781,000) $(1,397,000)
========== ========== =========== ===========
Net (loss) per share $ (0.07) $ (0.22) $ (0.20) $ (0.53)
========== ========== =========== ===========
Weighted average number of common shares
and equivalents outstanding 3,971,128 2,444,156 3,974,006 2,625,715
========== ========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
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RENEX CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
----------------------------
1997 1996
------------- ------------
<TABLE> (Unaudited)
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $ (781,000) $(1,397,000)
Adjustments to reconcile net loss to net
cash used in operating activities:
Provisions for doubtful accounts 761,000 880,000
Depreciation and amortization 1,182,000 1,297,000
Amortization of deferred financing
costs 162,000 162,000
Loss on sale of fixed assets 27,000 --
Gain from sale of facility -- (364,000)
Changes in operating assets and
liabilities:
Increase in accounts receivable (1,367,000) (1,721,000)
Increase in inventories (12,000) (54,000)
Increase in prepaids and other
current assets (136,000) (220,000)
Increase in other assets (269,000) (315,000)
Increase in accounts payable and
accrued expenses 1,142,000 1,519,000
---------- ----------
Net cash provided by
(used in) operating
activities 709,000 (213,000)
---------- ----------
Cash Flows from Investing Activities:
Purchases of fixed assets (997,000) (1,684,000)
Proceeds from the sale of fixed assets 36,000 776,000
Net change in note receivable from affiliates -- (67,000)
---------- ----------
Net cash used in investing
activities (961,000) (975,000)
---------- ----------
Cash Flows from Financing Activities
Repayment of note payable to bank -- (337,000)
Payments on capital lease obligations (530,000) (499,000)
Proceeds from long-term debt -- 1,500,000
Proceeds from line of credit 1,500,000 --
Repayments of long-term debt (28,000) (120,000)
Payments on line of credit (500,000) --
Proceeds from sale of stock 12,000 2,108,000
Redemption of preferred stock -- (721,000)
---------- ----------
Net cash provided by
financing activities 454,000 1,931,000
---------- ----------
Increase in cash and cash equivalents 202,000 743,000
Cash and cash equivalents, beginning of period 952,000 1,234,000
---------- ----------
Cash and cash equivalents, end of period $1,154,000 $1,977,000
========== ==========
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest $ 809,000 $ 715,000
========== ==========
Non-Cash Investing and Financing Activities:
Equipment acquired through capital
lease obligations 921,000 431,000
</TABLE>
See accompanying notes to consolidated financial statements.
3
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RENEX CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR QUARTER ENDED SEPTEMBER 30, 1997
1. ORGANIZATION
Renex Corp. and its subsidiaries (the "Company") provide kidney dialysis
services to patients suffering from end-stage renal disease. The Company
currently operates, through wholly-owned subsidiaries, thirteen dialysis
facilities and two home dialysis programs in seven states. Additionally, the
Company has entered into patient dialysis service agreements with several
hospitals to provide dialysis treatments on an inpatient basis.
2. 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.
3. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. The consolidated balance sheet at December 31, 1996 has been
derived from the audited financial statements of the Company at that date.
Operating results for the quarter ended September 30, 1997 are not necessarily
indicative of the results that may be expected for the entire fiscal year ended
December 31, 1997. For additional information, refer to financial statements and
footnotes thereto included in Amendment No. 3 to the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange Commission on
October 3, 1997, which financial statements and footnotes should be read in
conjunction with this report.
4. SUBSEQUENT EVENTS
On October 14, 1997, the Company completed its initial public offering
("Offering") of 3,000,000 shares at a price of $8 per share. The net proceeds to
the Company from the Offering were approximately $21.7 million, after
commissions and related expenses. To date, a portion of the proceeds were used
to repay the outstanding balance of $6.4 million on the Company's Senior
Subordinated Secured Loan ("Subordinated Loan") and $389,000 of capital leases.
In connection with the satisfaction of the Subordinated Loan, the Company will
incur a one time charge during the fourth quarter of approximately $1.5 million
which relates to the write off of deferred financing costs, prepayment penalty
and the redemption of warrants issued in connection with such indebtedness. The
balance of the net proceeds will be used to pay off other capital leases, as
deemed appropriate, and for capital expenditures associated with facilities
under development, acquisitions, de novo facility development and working
capital and other general corporate purposes.
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On October 31, 1997, the Company entered into a non-binding letter of intent to
acquire an acute dialysis services company.
Supplemental pro forma net income per share is presented below, for each of the
three and nine month periods ended September 30, 1997, after giving effect to
the receipt and application of approximately $9.0 million of the net proceeds of
the Offering for repayment of certain indebtedness, including $422,000 for
redemption of a warrant issued in connection with a portion of such
indebtedness. The redemption of this warrant, together with the non-cash
write-off of deferred financing costs related to repayment of certain of the
indebtedness will result in a one time charge of approximately $1.5 million.
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
September 30, 1997 $ 0.01 $ 0.05
September 30, 1996 (0.05) (0.14)
5. NEW ACCOUNTING PRONOUNCEMENTS
In March 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, EARNINGS PER
SHARE. This statement establishes standards for computing and presenting
earnings per share ("EPS") and applies to entities with publicly held common
stock or potential common stock. This statement is effective for financial
statements issued for periods ending after December 15, 1997, and earlier
application is not permitted. This statement requires restatement of all prior
period EPS data presented. The Company will adopt SFAS 128 in the fourth quarter
of the year ending December 31, 1997. The pro forma basic (loss) per share and
diluted (loss) per share calculated in accordance with SFAS 128 for each of the
three and nine months ended September 30, 1997 is substantially equivalent to
the net loss per share as reported.
In June 1997, the FASB issued Statement No. 130, "Reporting Comprehensive
Income." Statement No. 130 establishes standards for reporting and displaying
comprehensive income and its components in a full set of general purpose
financial statements. Statement 130 is effective for interim and annual periods
beginning after December 15, 1997. Comprehensive income encompasses all changes
in shareholders' equity (except those arising from transactions with owners) and
includes net income, net unrealized capital gains or losses on available for
sale securities and foreign currency translation adjustments. Management of the
Company does not expect the adoption of Statement No. 130 to have an impact on
the Company's financial statements.
In June 1997, the FASB issued Statement No. 131, "Disclosures about Segments of
an Enterprise and Related Information." Statement No. 131 establishes standards
for the way public business enterprises are to report information about
operating segments in annual financial statements and requires those enterprises
to report selected information about operating segments in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas, and major customers.
Statement No. 131 is effective for periods beginning after December 15, 1997.
Management of the Company does not expect the adoption of Statement No. 131 to
have an impact on the Company's financial statement disclosures.
5
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
OVERVIEW
Renex, which was established in July 1993 and operates through its
wholly-owned subsidiaries, is a high quality provider of dialysis and ancillary
services to patients with ESRD. To date, Renex has grown primarily through DE
NOVO development because such a strategy minimized the initial capital outlay.
However, DE NOVO facilities achieve profitability only when they reach
sufficient utilization, which historically does not occur prior to twelve to
fourteen months following opening. Additionally, Renex has grown through
acquisitions and hospital alliances. In the future, the Company believes that
its growth will be through a combination of DE NOVO development and
acquisitions, which will allow expansion of its regional market presence and
provide entry into new regional markets.
As of September 30, 1997, the Company operated thirteen outpatient
dialysis facilities, of which nine were opened between 1994 and 1997 through DE
NOVO development. In addition, the Company acquired three facilities in December
1995. In April 1996, the Company acquired the assets of two facilities under
development. The Company opened one of these facilities during the fourth
quarter of 1996 and the second facility is expected to open during the first
quarter of 1998, subject to receipt of applicable state approvals. The Company
sold an additional DE NOVO facility, not included above, in September 1996
because it did not satisfy the Company's strategic objectives.
RESULTS OF OPERATIONS
The following table set forth certain income statement items expressed
as a percentage of net revenues for the nine months ended September 30, 1997 and
1996:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ---------------------
1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net revenues 100.0% 100.0% 100.0% 100.0%
Facilities expenses 76.2 77.6 77.3 76.8
General and administrative 12.9 13.0 11.3 13.6
Provision for doubtful accounts 4.1 6.6 4.0 6.7
Depreciation and amortization 6.0 14.9 6.2 9.9
Operating income (loss) 0.8 (12.1) 1.2 (7.0)
Net interest (expense) (4.2) (5.4) (4.3) (5.2)
Net (loss) (4.2) (11.1) (4.1) (10.6)
</TABLE>
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
NET REVENUES. Net revenues for the three months ended September 30,
1997 were $6.6 million compared to $4.8 million for the same period in 1996,
representing an increase of 36.0%. The increase in net revenues of $1.8 million
was primarily attributable to a full three months' net revenues totaling $1.4
million in 1997 for the two facilities opened during the fourth quarter of 1996
and to the continued growth at existing facilities of $387,000.
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
three
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months ended September 30, 1997 were $5.0 million compared to $3.8 million
for the same period in 1996, representing an increase of 33.5%. The increase in
facilities expenses was due to the greater number of facilities in operation in
1997. As a percentage of net revenues, facilities expenses decreased to 76.2%
for the three months ended September 30, 1997 from 77.6% for the same period in
1996. The decrease as a percentage of net revenues was due to increased patient
utilization at the Company's facilities.
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 three months ended September 30, 1997 were $851,000 compared to
$629,000 for the same period in 1996, representing an increase of 35.3%. The
increase in general and administrative expenses 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 12.9% for the three months ended September 30, 1997 from 13.0% for the same
period in 1996. The decrease as a percentage of net 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 is
a function of 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 three months
ended September 30, 1997 was $269,000 compared to $319,000 for the same period
in 1996, representing a decrease of 15.7%. As a percentage of net revenues, the
provision for doubtful accounts decreased to 4.1% for the three months ended
September 30, 1997 from 6.6% for the same period in 1996. The decrease was
primarily due to an improved account evaluation process and an increased
emphasis upon collections of aged amounts.
DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization
expenses for the three months ended September 30, 1997 were $394,000 compared to
$720,000 for the same period in 1996, representing a decrease of 45.3%. The
decrease was due to the write off of certain intangible assets relating to the
acquisition of a clinic under development for which a zoning variance was
denied. As a percentage of net revenues, depreciation and amortization expenses
decreased to 6.0% for the three months ended September 30, 1997 from 14.9% for
the same period in 1996. The decrease as a percentage of revenues was primarily
due to the write off of these intangible assets.
NET INTEREST INCOME (EXPENSE). Net interest expense for the three
months ended September 30, 1997 was $278,000 compared to $260,000 for the same
period in 1996, representing an increase of 6.9%. The increase of $18,000 was
primarily due to the increase in the Company's borrowings under capital leases
for equipment purchases.
NET (LOSS). The Company had a net loss of $278,000 for the three months
ended September 30, 1997 compared to a net loss of $535,000 for the same period
in 1996, a decrease of $257,000, or 48.0%.
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
NET REVENUES. Net revenues for the nine months ended September 30, 1997
were $19.0 million compared to $13.2 million for the same period in 1996,
representing an increase of 44.5%. The increase in net revenues of $5.8 million
was primarily attributable to a full nine months' net revenues totaling $3.2
million in 1997 for the two facilities opened during the fourth quarter of 1996
and to the continued growth at existing facilities of $2.5 million.
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FACILITIES EXPENSES. Facilities expenses for the nine months ended
September 30, 1997 were $14.7 million compared to $10.1 million for the same
period in 1996, representing an increase of 45.3%. The increase in facilities
expenses was due to the greater number of facilities in operation in 1997. As a
percentage of net revenues, facilities expenses increased to 77.6% for the nine
months ended September 30, 1997 from 76.8% for the same period in 1996. The
increase as a percentage of net revenues was due to low patient utilization at
one of the Company's newer facilities.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses for the nine months ended September 30, 1997 were $2.2 million compared
to $1.8 million for the same period in 1996, representing an increase of 20.4%.
The increase in general and administrative expenses 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 11.3% for the nine months ended September 30, 1997 from 13.6% for
the same period in 1996. The decrease as a percentage of net 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 nine months ended September 30, 1997 was $761,000 compared to $880,000
for the same period in 1996, representing a decrease of 13.5%. As a percentage
of net revenues, the provision for doubtful accounts decreased to 4.0% for the
nine months ended September 30, 1997 from 6.7% for the same period in 1996. The
decrease was primarily due to an improved account evaluation process and an
increased emphasis upon collections of aged amounts.
DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization
expenses for the nine months ended September 30, 1997 were $1.2 million compared
to $1.3 million for the same period in 1996, representing a decrease of 8.9%.
The decrease was primarily due to the $437,000 write off of certain intangible
assets in 1996 relating to the acquisition of a clinic under development for
which a zoning variance was denied. As a percentage of net revenues,
depreciation and amortization expenses decreased to 6.2% for the nine months
ended September 30, 1997 from 9.9% for the same period in 1996. The decrease as
a percentage of revenues was primarily due to the write off of these intangible
assets.
NET INTEREST INCOME (EXPENSE). Net interest expense for the nine months
ended September 30, 1997 was $815,000 compared to $679,000 for the same period
in 1996, representing an increase of 20.0%. The increase of $136,000 was
primarily due to the increase in the Company's borrowing for working capital
purposes. In June 1995, the Company entered into the Subordinated Loan, which
permitted borrowings, under certain circumstances, of up to $12.5 million, of
which the initial borrowings was $4.8 million and in May 1996 an additional $1.5
million was borrowed. As of September 30, 1997 and 1996, $6.3 million was
outstanding.
NET (LOSS). The Company had a net loss of $781,000 for the nine months
ended September 30, 1997 compared to a net loss of $1.4 million for the same
period in 1996, a decrease of $616,000, or 44.1%.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires capital for maintenance, refurbishing and
expansion of existing facilities, acquisitions, DE NOVO developments, the
integration of newly developed and acquired facilities and working capital and
general corporate purposes. As of September 30, 1997, the Company had working
capital of approximately $2.8 million, of which $1.2 million consisted of cash
and cash equivalents, compared to working capital and cash and cash equivalents
of $2.4 million and $952,000, respectively, at
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December 31, 1996. The Company intends to finance its working capital
requirements, as well as purchases of additional equipment and leasehold
improvements, from cash generated from operations, the Company's secured line of
credit ("Line of Credit"), the Lease Line, and through the net proceeds of the
initial public offering completed in October 1997.
Net cash provided by (used in) operating activities was $1.4 million
and ($213,000) for the nine months ended September 30, 1997 and 1996,
respectively. Net cash provided by operating activities consists of the
Company's net loss, decreased 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 and accounts
payable. During 1996, the Company performed an extensive review of its aged
accounts receivable, including those of acquired facilities, and adjusted
amounts to expected collectibility, causing the allowance for doubtful accounts
to increase to 22% of gross receivables at December 31, 1996 from 10% at
December 31, 1995. As of September 30, 1997, the Company has continued to
maintain its allowances for doubtful accounts at 22% of gross receivables.
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. 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 provided used in investing activities was $1.0 million for the
nine months ended September 30, 1997 and 1996. 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 and the cost of
development of additional facilities. Currently, the three DE NOVO facilities
under various stages of development have planned opening between the fourth
quarter of 1997 and the first quarter of 1998. These facilities require
substantial cash outlay for construction of leasehold improvements. The Company
estimates that this construction will cost approximately $1.4 million, of which
the Company anticipates using $1.2 million from the net proceeds of its
Offering. The balance of the cost of leasehold improvements will be obtained
from borrowings under the Company's Line of Credit. Additionally, the Company
estimates that it will finance approximately $1.2 million in equipment for these
facilities through its Lease Line.
Net cash provided by financing activities for the nine months ended
September 30, 1997 was $454,000. This consisted primarily of $1,000,000 from the
Company's Line of Credit, offset by payments on capital lease obligations. Net
cash provided by financing activities for the nine months ended September 30,
1996 was $1.9 million. The principal sources of cash from financing activities
were $1.5 million in proceeds from the Company's Subordinated Loan and equity
financings aggregating $1.4 million (net of redemptions). The proceeds from
these financings were reduced by payments of various debt obligations.
In October 1997, the Company paid off a $6.4 million Subordinated Loan
(including prepayment penalty) which bore interest at 13.0% and was required to
be satisfied out of the net proceeds of the Offering. On October 15, 1997, the
Subordinated Loan was terminated.
The Company has a $4.0 million secured Line of Credit. Borrowings under
the Line of Credit are limited to 80% of the net collectible value of eligible
accounts receivable. As of September 30, 1997, the borrowing base availability
was approximately $3.6 million, of which $1,000,000 was outstanding. The Line of
Credit
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bears interest on the outstanding balance at the prime rate, plus 2.0%.
The Line of Credit is for the development of dialysis facilities and for working
capital and general corporate purposes and is secured by the Company's accounts
receivable. The Line of Credit contains financial covenants relating to the
maintenance of a minimum net worth and specified net worth to debt ratios. These
covenants do not permit the sum of subordinated debt plus tangible net worth to
be less than $6,000,000 and do not permit the ratio of total liabilities minus
subordinated debt divided by tangible net worth plus subordinated debt to be
greater than 1.2:1. As of September 30, 1997, the Company was in compliance with
the financial covenants contained in the Line of Credit. The Line of Credit also
requires the lender's approval for any acquisitions in excess of $5,000,000 in
the aggregate in any calendar year and for the payment of cash dividends.
The Company also has available a $6.0 million Lease Line with an
equipment financing company. The Lease Line is used primarily to finance
dialysis related equipment and furnishings at the Company's facilities and bears
interest at the five year U.S. Treasury bond yield rate plus 3.91%. As of
September 30, 1997 and December 31, 1996, the Company had borrowed approximately
$1.7 million and $1.5 million, respectively, on the Lease Line.
The Company's long-term capital requirements will depend on numerous
factors, including the rate at which the Company develops or acquires new
facilities. In addition, the Company has various ongoing 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, and 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 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. The Company believes that the net proceeds of its Offering,
together with the Line of Credit, the Lease Line and internally generated funds,
will be sufficient to fund the Company's operations and to finance the Company's
growth strategy through the next 18 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, 1996, the Company had approximately $6.7 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. The Common Stock issued in connection with the Offering
should not materially limit the Company's utilization of its net operating loss
carryforwards.
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.
10
<PAGE> 13
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 have a material adverse effect on the
Company's results of operations.
11
<PAGE> 14
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
Not applicable.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting of Stockholders was held on September 25,
1997.
1. The stockholders elected the following individuals as Class
III directors of the Company.
NAME FOR WITHHELD
---- --- --------
Eugene P. Conese, Sr. 2,664,917 --
Charles J. Simons 2,664,917 --
Jeffrey H. Watson 2,664,917 --
2. The stockholders ratified the one for three reverse stock
split approved by the Board of Directors and to amend the
Articles of Incorporation to provide that the existing
35,000,000 shares of authorized capital stock consisting of
30,000,000 shares of common stock and 5,000,000 of preferred
stock, continued to be the authorized capital stock following
the reverse split, with the same par value.
FOR AGAINST ABSTAIN
--- ------- -------
2,664,917 -- --
3. The stockholders approved an amendment to the Company's
Employee Stock Option Plan increasing the authorized shares of
common stock in such plan from 250,000 to 666,667.
FOR AGAINST ABSTAIN
--- ------- -------
2,664,917 -- --
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits furnished as part of the Report:
(1) Financial Statements, See PART I, Item 1.
12
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RENEX CORP.
(Registrant)
By: /s/ JAMES P. SHEA
-------------------------------------
James P. Shea
President and Chief Executive Officer
By: /s/ ORESTES L. LUGO
-------------------------------------
Orestes L. Lugo
Date: November 19, 1997 Vice President--Finance and
Chief Financial Officer
13
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,154,000
<SECURITIES> 0
<RECEIVABLES> 5,141,000
<ALLOWANCES> 0
<INVENTORY> 359,000
<CURRENT-ASSETS> 7,015,000
<PP&E> 6,906,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 16,897,000
<CURRENT-LIABILITIES> 4,230,000
<BONDS> 0
0
0
<COMMON> 3,000
<OTHER-SE> 3,545,000
<TOTAL-LIABILITY-AND-EQUITY> 16,897,000
<SALES> 19,012,000
<TOTAL-REVENUES> 19,012,000
<CGS> 14,688,000
<TOTAL-COSTS> 16,846,000
<OTHER-EXPENSES> 1,182,000
<LOSS-PROVISION> 761,000
<INTEREST-EXPENSE> 977,000
<INCOME-PRETAX> (781,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (781,000)
<DISCONTINUED> 0
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<EPS-PRIMARY> (.20)
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