<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 March 31, 1998
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)
<TABLE>
<CAPTION>
Florida 65-0422087
<S> <C>
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
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. [ X ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Title of Each Class Number of Shares Outstanding
Common Stock March 31, 1998
6,977,372
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RENEX CORP.
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1998
TABLE OF CONTENTS
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Page
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PART I--FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets
March 31, 1998 (unaudited) and December 31, 1997 1
Consolidated Statements of Operations (unaudited)
For the Three Months Ended March 31, 1998 and 1997 2
Consolidated Statements of Cash Flows (unaudited)
For the Three Months Ended March 31, 1998 and 1997 3
Notes to Unaudited Consolidated Financial Statements 4-5
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations 6-10
PART II--OTHER INFORMATION
Item 1. Legal Proceedings. 11
Item 2. Changes in Securities. 11
Item 3. Defaults Upon Senior Securities. 11
Item 4. Submission of Matters to a Vote of Securities Holders. 11
Item 5. Other Information. 11
Item 6. Exhibits and Reports on Form 8-K 11
</TABLE>
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RENEX CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents .......................................... $ 9,587,000 $ 9,693,000
Accounts receivable, less allowance for doubtful accounts of
$1,916,000 and $1,252,000 at March 31, 1998
and December 31, 1997, respectively .............................. 6,151,000 5,266,000
Securities available for sale ...................................... ---- 5,057,000
Inventories ........................................................ 507,000 433,000
Prepaids and other ................................................. 851,000 667,000
------------ ------------
Total current assets ........................................... 17,096,000 21,116,000
Fixed assets, net .................................................... 9,469,000 7,675,000
Intangible assets, net ............................................... 5,693,000 1,637,000
Notes receivable from affiliates, interest rate at 8% ................ 85,000 85,000
Other assets ......................................................... 241,000 167,000
------------ ------------
Total assets ................................................... $ 32,584,000 $ 30,680,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ................................................... $ 1,177,000 $ 1,436,000
Accrued expenses and other ......................................... 4,739,000 3,606,000
Current portion of capital lease obligations ....................... 636,000 436,000
------------ ------------
Total current liabilities ...................................... 6,552,000 5,478,000
------------ ------------
Capital lease obligations, less current portion ...................... 2,040,000 1,512,000
------------ ------------
Commitments
Shareholders' equity:
Common stock, $.001 par value, 30,000,000 shares authorized,
6,977,372 shares - 1998, and 6,974,247 shares - 1997 issued
and outstanding .................................................. 7,000 7,000
Additional paid-in capital ........................................... 30,600,000 30,618,000
Accumulated deficit .................................................. (6,615,000) (6,935,000)
------------ ------------
Total shareholders' equity ..................................... 23,992,000 23,690,000
------------ ------------
Total liabilities and shareholders' equity ..................... $ 32,584,000 $ 30,680,000
============ ============
</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
MARCH 31,
----------------------------
1998 1997
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<S> <C> <C>
Net revenues ......................................................... $ 7,750,000 $ 6,007,000
Operating expenses:
Facilities ......................................................... 5,849,000 4,735,000
General and administrative ......................................... 1,045,000 637,000
Provision for doubtful accounts .................................... 251,000 228,000
Depreciation and amortization ...................................... 465,000 379,000
------------ ------------
7,610,000 5,979,000
------------ ------------
Operating income ................................................. 140,000 28,000
------------ ------------
Other income (expense):
Loss on sale of assets ............................................. -- (27,000)
Net interest income (expense) ...................................... 197,000 (260,000)
Amortization of deferred financing costs ........................... -- (55,000)
------------ ------------
Income (loss) before taxes ........................................... 337,000 (314,000)
Income tax expense ................................................... 17,000 --
------------ ------------
Net income (loss) ................................................ $ 320,000 $ (314,000)
============ ============
BASIC EARNINGS PER SHARE
Net income (loss) .................................................... $ .05 $ (.08)
============ ============
Weighted average shares outstanding .................................. 6,977,372 3,973,559
============ ============
DILUTED EARNINGS PER SHARE
Net income (loss) .................................................... $ .05 $ (.08)
============ ============
Weighted average shares outstanding .................................. 7,050,387 3,973,559
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
2
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RENEX CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------
1998 1997
---- ----
<S> <C> <C>
Cash Flows from Operating Activities:
Net income (loss) .................................................. $ 320,000 $ (314,000)
Adjustments to reconcile net loss to net cash used in
operating activities:
Provisions for doubtful accounts ................................. 251,000 228,000
Depreciation and amortization .................................... 465,000 379,000
Amortization of deferred financing costs/intangibles ............. -- 55,000
Loss on sale of property and equipment ........................... -- 27,000
Changes in operating assets and liabilities, net of effects
of acquisition:
Accounts receivable............................................. (1,136,000) (1,324,000)
Inventories .................................................... (74,000) 8,000
Prepaids and other ............................................. (184,000) (137,000)
Other assets ................................................... (78,000) (41,000)
Accounts payable ............................................... (259,000) 720,000
Accrued expenses and other ..................................... 1,059,000 305,000
------------ ------------
Net cash provided in operating activities 364,000 (94,000)
------------ ------------
Cash Flows from Investing Activities:
Purchases of property and equipment ................................ (900,000) (220,000)
Purchase of business assets ........................................ (4,500,000) --
Sales of securities available for sale ............................. 5,057,000 --
Proceeds from the sale of property and equipment ................... -- 36,000
------------ ------------
Net cash used in investing activities .......................... (343,000) (184,000)
------------ ------------
Cash Flows from Financing Activities:
Payments on capital lease obligations .............................. (103,000) (164,000)
Repayments of long-term debt ....................................... (6,000) (3,000)
Proceeds from sale of stock ........................................ -- 12,000
Expenditures associated with issuance of stock ..................... (18,000) --
------------ ------------
Net cash provided by financing activities ...................... (127,000) (155,000)
------------ ------------
Net decrease in cash and cash equivalents ............................ (106,000) (433,000)
Cash and cash equivalents, beginning of period ....................... 9,693,000 952,000
------------ ------------
Cash and cash equivalents, end of period ............................. $ 9,587,000 $ 519,000
============ ============
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest $ 136,000 $ 263,000
============ ============
Non-Cash Investing and Financing Activities:
Equipment acquired through capital lease obligations -- 374,000
</TABLE>
See accompanying notes to consolidated financial statements.
3
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RENEX CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR QUARTER ENDED MARCH 31, 1998
1. ORGANIZATION
Renex Corp. and its subsidiaries (the "Company") provide kidney dialysis
services to patients suffering from end-stage renal disease ("ESRD"). The
Company currently operates eighteen dialysis facilities and a home dialysis
program in eight 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, 1997 has been
derived from the audited financial statements of the Company at that date.
Operating results for the quarter ended March 31, 1998 are not necessarily
indicative of the results that may be expected for the entire fiscal year ended
December 31, 1998. For additional information, refer to financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission, which financial statements and
footnotes should be read in conjunction with this report.
4. BUSINESS COMBINATIONS
On March 27, 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. 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.
4
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The following financial information, prepared on a pro forma basis, combines the
consolidated results of operations as if SGDS had been acquired as of the
beginning of the periods presented after including the impact of certain
adjustments, such as: changes in expenses based on contractual arrangements,
amortization of intangibles, increased interest expense on acquisition debt for
the three months ended March 31, 1997, decreased interest income on use of cash
on hand for the three months ended March 31, 1998 and the related income tax
effects.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------
1998 1997
---- ----
<S> <C> <C>
Revenues $ 8,637,000 $ 7,096,000
Net income (loss) 45,000 (594,000)
Basic and diluted earnings per share:
Net income (loss) per share $ 0.01 $ (0.15)
</TABLE>
The pro forma results are not indicative of what actually would have occurred if
the acquisition had been in effect for the entire periods presented. In
addition, they are not intended to be a projection of future results and do not
reflect any efficiencies that might be achieved from combined operations.
5. RECENT ACCOUNTING PRONOUNCEMENTS
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("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 three months ended March 31, 1998
equals comprehensive income for the same period.
In June 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information" was issued by the Financial Accounting Standards Board.
This statement, which is applicable for fiscal year 1998, 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. The implementation of this statement is not expected to impact
the Company's result of operations, cash flows or financial position.
6. SUBSEQUENT EVENTS
In April 1998, the Company signed a $15 million secured line of credit with
a financial institution. Borrowings under the line of credit are based on cash
flow measurements, and the line bears 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 replaces the Company's previous $4 million line of credit, and due to
restrictions on indebtedness, it also effectively replaces the Company's $6
million lease line for equipment financing other than for outstanding balances.
5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
OVERVIEW
Renex, operating through its wholly-owned subsidiaries, 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 the
Company's presence in selected regional markets. A key element of the Company's
growth strategy has been to establish local clusters of dialysis facilities
within strong regional networks through new facility ("de novo") development. 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 occurs twelve to fifteen months following opening. The
Company has increased utilization in its existing facilities from an average of
41% at December 31, 1994 to an average of 63% at March 31, 1998 primarily
through marketing efforts directed at local nephrologists, patients and managed
care organizations. The facility utilization of 63% as of March 31, 1998
decreased from 70% as of December 31, 1997 due to the opening of a de novo
facility and the acquisition of four dialysis clinics both in March 1998 which
had a combined utilization of 46%. Additionally, Renex has grown through
acquisitions and hospital alliances. 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 March 31, 1998, the Company operated 18 outpatient dialysis
facilities, of which 10 were opened between 1994 and 1998 through de novo
development. In addition, from 1995 through 1998, the Company has acquired, via
the purchase of stock or assets, eight dialysis facilities, most recently an
acquisition in March 1998, of certain assets and assumption of certain
liabilities of a privately held dialysis service company with four facilities
treating approximately 180 patients. The Company sold an additional de novo
facility, not included above, in September 1996 because it did not satisfy the
Company's strategic objectives.
In addition to its outpatient dialysis facilities, the Company manages
a home hemodialysis program and provides acute dialysis and hemapheresis
treatments to 12 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.
RESULTS OF OPERATIONS
The following table set forth certain income statement items expressed
as a percentage of net revenues for the three months ended March 31, 1998 and
1997:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------
1998 1997
------------- -------------
<S> <C> <C>
Net revenues 100.0% 100.0%
Facilities expenses 75.5 78.8
General and administrative 13.5 10.6
Provision for doubtful accounts 3.2 3.8
Depreciation and amortization 6.0 6.3
Operating income (loss) 1.8 .5
Net interest income (expense) 2.5 (4.3)
Net income (loss) 4.1 (5.2)
</TABLE>
6
<PAGE> 9
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
NET REVENUES. Net revenues for the three months ended March 31, 1998
were $7.7 million compared to $6.0 million for the same period in 1997,
representing an increase of 29.0%. The increase in net revenues of $1.7 million
was primarily attributable to a new facility opening in September 1997,
representing $502,000, the acquisition of an acute services company in December
1997, representing $354,000 and continued growth at existing facilities of
$822,000.
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 months ended March 31, 1998 were $5.8 million compared to $4.7 million for
the same period in 1997, representing an increase of 23.5%. 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 75.5%
for the three months ended March 31, 1998 from 78.8% for the same period in
1997. The decrease as a percentage of net revenues was due to increased activity
in peritoneal dialysis and acute dialysis services which provide higher margins
and improved operating efficiencies related to direct patient care labor costs.
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 March 31, 1998 were $1.0 million compared to
$637,000 for the same period in 1997, representing an increase of 64.1%. 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 increased
to 13.5% for the three months ended March 31, 1998 from 10.6% for the same
period in 1997. The increase as a percentage of net revenues was due to an
increase in personnel primarily during the third quarter of 1997 and increased
costs associated with being a public company.
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 March 31, 1998 was $251,000 compared to $228,000 for the same period in
1997, representing an increase of 10.0%. As a percentage of net revenues, the
provision for doubtful accounts decreased to 3.2% for the three months ended
March 31, 1998 from 3.8% for the same period in 1997. The decrease was primarily
due to an increase in the allowance for doubtful accounts for the
reclassification of amounts previously credited directly to accounts receivable.
DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization
expenses for the three months ended March 31, 1998 were $465,000 compared to
$379,000 for the same period in 1997, representing an increase of 22.7%. As a
percentage of net revenues, depreciation and amortization expenses decreased to
6.0% for the three months ended March 31, 1998 from 6.3% for the same period in
1997. The decrease as a percentage of revenues was primarily due to increased
revenues that did not require a corresponding increase in capital expenditures.
NET INTEREST INCOME (EXPENSE). Net interest income for the three months
ended March 31, 1998 was $197,000 compared to net interest expense of $260,000
for the same period in 1997, representing an income increase of $457,000. The
increase was primarily due to the payoff in October 1997 of the
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Company's subordinated debt and the investment of the remaining proceeds from
the Company's initial public offering ("IPO").
NET INCOME (LOSS). The Company had net income of $320,000 for the three
months ended March 31, 1998 compared to a net loss of $314,000 for the same
period in 1997, an increase of $634,000.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires capital resources for maintenance, refurbishing and
expansion of existing facilities, acquisitions, de novo developments and working
capital and general corporate purposes. As of March 31, 1998, the Company had
working capital of approximately $10.5 million, of which $9.6 million consisted
of cash and cash equivalents, compared to working capital of $15.6 million, cash
and cash equivalents of $9.7 million and securities available for sale of $5.1
million as of December 31, 1997. The decreases were primarily a result of the
purchase of four facilities for $4.5 million paid in cash in March 1998. 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.
Net cash provided by operating activities was $364,000 for the three months
ended March 31, 1998, compared to net cash used in operating activities of
$94,000 for the three months ended March 31, 1997. Net cash provided by
operating activities consists 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 and accrued expenses. The continued emphasis upon
collections of aged amounts resulted in the Company improving its days sales
outstanding from 86 to 72 days for the three months ended March 31, 1998,
compared to the three months ended March 31, 1997.
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 in investing activities was $343,000 and $184,000 for the
three months ended March 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 $900,000 of 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 purchases of fixed assets of $220,000. 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
and the cost of development of additional facilities. The Company opened a de
novo facility in March 1998 and there are two de novo facilities under
construction that are expected to open during the second quarter of 1998. These
facilities require substantial cash outlay for construction of leasehold
improvements. The Company estimates that this balance of construction will cost
approximately $1.2 million. Additionally, the Company estimates that it will
purchase approximately $800,000 in equipment for the two remaining facilities.
Net cash used in financing activities for the three months ended March 31,
1998 and 1997 were $127,000 and $155,000, respectively. This consisted primarily
of payments on capital lease obligations.
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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 bears 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 replaces the Company's previous $4 million line of
credit, and due to restrictions on indebtedness, it also effectively replaces
the Company's $6 million lease line for equipment financing other than for
outstanding balances. The outstanding balance as of March 31, 1998 on the lease
line was $1,212,000. The lease line bears interest at the five year U.S.
treasury bond yield rate plus 3.91% (9.62% as of March 31, 1998).
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, 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 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 March 31, 1998, the Company had approximately $6.5 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 is evaluating Y2K issues
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<PAGE> 12
related to internal systems used by the Company through third parties. This
committee has also begun 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 initial assessments, it
appears that the Company's existing internal software is either Y2K compliant or
that third parties are taking appropriate and timely steps to ensure Y2K
readiness. Testing, modifications and conversions are expected to be completed
by December 31, 1998. Presently, the Company's management does not foresee any
significant costs related to these potential modifications and conversions.
However, this evaluation is only at preliminary stages and only very preliminary
inquiries have been done relating to the Company's payors and operating vendors.
Modifications and conversions of any internal software or by any of the
Company's significant payors or operating vendors that are ultimately deemed
necessary could have a material adverse impact on the operations of the Company.
RECENT ACCOUNTING PRONOUNCEMENTS
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("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 three months ended March 31, 1998
equals comprehensive income for the same period.
In June 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information" was issued by the Financial Accounting Standards Board.
This statement, which is applicable for fiscal year 1998, 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. The implementation of this statement is not expected to impact
the Company's result of operations, cash flows or financial position.
10
<PAGE> 13
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.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits furnished as part of the Report:
2.1 Asset Purchase Agreement dated as of March 18, 1998
by and between Renex Corp., Renex Dialysis Clinic of
South Georgia, Inc., South Georgia Dialysis Services,
LLC and Mark G. Wood. (Incorporated by reference to
the Company's Form 8-K, filed March 30, 1998).
11.1 Statement Re: Computation of Per Share Earnings
(b) Reports on Form 8-K.
The following Form 8-K Current Reports were filed in the
three months ended March 31, 1998:
(i) Form 8-K filed on March 30, 1998 regarding the acquisition
of certain assets from South Georgia Dialysis
Services, LLC.
11
<PAGE> 14
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: May 14, 1998 Vice President--Finance and Chief Financial Officer
------------
12
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 9,587,000
<SECURITIES> 0
<RECEIVABLES> 8,067,000
<ALLOWANCES> 1,916,000
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<PP&E> 12,893,000
<DEPRECIATION> 3,424,000
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<CURRENT-LIABILITIES> 6,552,000
<BONDS> 0
0
0
<COMMON> 7,000
<OTHER-SE> 23,985,000
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<SALES> 7,750,000
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<INTEREST-EXPENSE> (197,000)
<INCOME-PRETAX> 337,000
<INCOME-TAX> 17,000
<INCOME-CONTINUING> 320,000
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<EXTRAORDINARY> 0
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<NET-INCOME> 320,000
<EPS-PRIMARY> .05
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</TABLE>
