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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 June 30, 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)
Florida 65-0422087
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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 June 30, 1998
6,977,372
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RENEX CORP.
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED JUNE 30, 1998
TABLE OF CONTENTS
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Page
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PART I--FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets
June 30, 1998 (unaudited) and December 31, 1997 1
Condensed Consolidated Statements of Operations (unaudited)
For the Three and Six Months Ended June 30, 1998 and 1997 2
Condensed Consolidated Statements of Cash Flows (unaudited)
For the Six Months Ended June 30, 1998 and 1997 3
Notes to Unaudited Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations 5-10
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
CONDENSED CONSOLIDATED BALANCE SHEETS
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<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
---- ----
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ........................................... $ 7,769,000 $ 9,693,000
Accounts receivable, less allowance for doubtful accounts of
$1,922,000 and $1,252,000 at June 30, 1998
and December 31, 1997, respectively ................................ 7,906,000 5,266,000
Securities available for sale ....................................... -- 5,057,000
Inventories ......................................................... 538,000 433,000
Prepaids and other .................................................. 652,000 667,000
------------ ------------
Total current assets ............................................ 16,865,000 21,116,000
Fixed assets, net .................................................... 10,003,000 7,675,000
Intangible assets, net ............................................... 5,761,000 1,637,000
Notes receivable from affiliates, interest rate at 8% ................ 85,000 85,000
Other assets ......................................................... 310,000 167,000
------------ ------------
Total assets .................................................... $ 33,024,000 $ 30,680,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable .................................................... $ 1,146,000 $ 1,436,000
Accrued expenses and other .......................................... 5,307,000 3,606,000
Current portion of capital lease obligations ........................ 636,000 436,000
------------ ------------
Total current liabilities ....................................... 7,089,000 5,478,000
------------ ------------
Capital lease obligations, less current portion ...................... 1,887,000 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 ........................................... 30,451,000 30,618,000
Accumulated deficit .................................................. (6,410,000) (6,935,000)
------------ ------------
Total shareholders' equity ...................................... 24,048,000 23,690,000
------------ ------------
Total liabilities and shareholders' equity ...................... $ 33,024,000 $ 30,680,000
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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RENEX CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- ----------------------------
1998 1997 1998 1997
---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C>
Net revenues ................................ $ 9,353,000 $ 6,425,000 $ 17,103,000 $ 12,432,000
Operating expenses:
Facilities ................................. 7,073,000 4,944,000 12,922,000 9,679,000
General and administrative ................. 1,239,000 667,000 2,284,000 1,304,000
Provision for doubtful accounts ............ 243,000 265,000 494,000 493,000
Depreciation and amortization .............. 609,000 408,000 1,074,000 787,000
------------ ------------ ------------ ------------
9,164,000 6,284,000 16,774,000 12,263,000
------------ ------------ ------------ ------------
Operating income ....................... 189,000 141,000 329,000 169,000
------------ ------------ ------------ ------------
Other income (expense):
Loss on sale of assets ..................... -- -- -- (27,000)
Net interest income (expense) .............. 29,000 (277,000) 226,000 (537,000)
Amortization of deferred financing costs ... -- (53,000) -- (108,000)
------------ ------------ ------------ ------------
Income (loss) before taxes .................. 218,000 (189,000) 555,000 (503,000)
Income tax expense .......................... 13,000 -- 30,000 --
------------ ------------ ------------ ------------
Net income (loss) ...................... $ 205,000 $ (189,000) $ 525,000 $ (503,000)
============ ============ ============ ============
BASIC EARNINGS PER SHARE
Net income (loss) ........................... $ .03 $ (.05) $ .08 $ (.13)
============ ============ ============ ============
Weighted average shares outstanding ......... 6,977,372 3,974,247 6,977,372 3,973,884
============ ============ ============ ============
DILUTED EARNINGS PER SHARE
Net income (loss) ........................... $ .03 $ (.05) $ .07 $ (.13)
============ ============ ============ ============
Weighted average shares outstanding ......... 7,062,608 3,974,247 7,056,629 3,973,884
============ ============ ============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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RENEX CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
---------------------------
1998 1997
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Cash Flows from Operating Activities:
Net income (loss) ................................................... $ 525,000 $ (503,000)
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
Provisions for doubtful accounts .................................. 494,000 493,000
Depreciation and amortization ..................................... 1,074,000 787,000
Amortization of deferred financing costs/intangibles .............. -- 108,000
Loss on sale of property and equipment ............................ -- 27,000
Changes in operating assets and liabilities, net of effects
of acquisition:
Accounts receivable ............................................. (3,134,000) (1,865,000)
Inventories ..................................................... (75,000) (43,000)
Prepaids and other .............................................. 15,000 (248,000)
Other assets .................................................... (154,000) (185,000)
Accounts payable and accrued expenses ........................... 1,337,000 1,191,000
------------ ------------
Net cash provided (used) in operating activities ................ 82,000 (238,000)
------------ ------------
Cash Flows from Investing Activities:
Purchases of property and equipment ................................. (1,884,000) (623,000)
Purchase of business assets ......................................... (4,750,000) --
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 ........................... (1,577,000) (587,000)
------------ ------------
Cash Flows from Financing Activities:
Payments on capital lease obligations ............................... (256,000) (328,000)
Proceeds from line of credit ........................................ -- 1,500,000
Repayments of long-term debt ........................................ (6,000) (30,000)
Payments on line of credit .......................................... -- (500,000)
Proceeds from sale of stock ......................................... 12,000
Expenditures associated with issuance of stock ...................... (167,000) --
------------ ------------
Net cash provided by financing activities ....................... (429,000) 654,000
------------ ------------
Net decrease in cash and cash equivalents ............................ (1,924,000) (171,000)
Cash and cash equivalents, beginning of period ....................... 9,693,000 952,000
------------ ------------
Cash and cash equivalents, end of period ............................. $ 7,769,000 $ 781,000
============ ============
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest $ 228,000 $ 555,000
============ ============
Cash paid for income tax $ 81,000 $ --
============ ============
Non-Cash Investing and Financing Activities:
Equipment acquired through capital lease obligations $ -- $ 592,000
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
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RENEX CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1998
1. INTERIM FINANCIAL STATEMENTS
The accompanying unaudited consolidated condensed financial statements have
been prepared by the Company in accordance with the accounting policies
described in the audited financial statements contained in the Company's Form
10-K for the year ended December 31, 1997 and should be read in conjunction with
the consolidated financial statements and notes which appear in that report.
These statements 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.
2. 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 June 30, 1998
equals comprehensive income for the same period.
3. 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.
On June 23, 1998, the Company paid $250,000 for the achievement of certain
earnout provisions based on profitability relating to the acquisition in
November 1997 of an acute dialysis and hemapheresis services company. Such
amount has been added to goodwill.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
OVERVIEW
The Company, operating through its wholly-owned subsidiaries, is a
provider of dialysis and ancillary services to patients with end-stage renal
disease, as well as acute dialysis services to patients in hospitals. Since
inception, the Company has implemented a 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, the Company 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
to fourteen 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 June 30, 1998 primarily through marketing efforts directed at
local nephrologists, patients and managed care organizations. The facility
utilization of 63% as of June 30, 1998 decreased from 72% as of June 30, 1997
due to the opening of two de novo facilities and the acquisition of four
dialysis clinics after June 30, 1997 which had a combined utilization of 52%.
As of June 30, 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 175 patients. During the third quarter, the Company will
open two more de novo facilities.
In addition to its outpatient dialysis facilities, the Company manages a
home hemodialysis program and provides acute dialysis and hemapheresis
treatments to 14 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 and six months ended June 30, 1998
and 1997:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
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1998 1997 1998 1997
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Net revenues 100.0% 100.0% 100.0% 100.0%
Facilities expenses 75.6 76.9 75.6 77.9
General and administrative 13.2 10.4 13.4 10.5
Provision for doubtful accounts 2.6 4.1 2.9 4.0
Depreciation and amortization 6.5 6.4 6.3 6.3
Operating income (loss) 2.0 2.2 1.9 1.4
Net interest income (expense) .3 (4.3) 1.3 (4.3)
Net income (loss) 2.2 (2.9) 3.1 (4.0)
</TABLE>
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THREE MONTHS ENDED JUNE 30, 1998 AND 1997
NET REVENUES. Net revenues for the three months ended June 30, 1998 were
$9.4 million compared to $6.4 million for the same period in 1997, representing
an increase of 46%. The increase in net revenues was primarily attributable to a
full three months of revenue for four new dialysis facilities acquired in March
1998 and an acute service company acquired in December 1997 totaling $1.4
million; one de novo facility opened in September 1997 and another facility
opened in March 1998 totaling $828,000, and the continued growth at existing
facilities of $716,000.
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 June 30, 1998 were $7.1 million compared to $4.9 million for
the same period in 1997, representing an increase of 43%. The increase in
facilities expenses was due to the greater number of facilities in operation in
1998. As a percentage of net revenues, facilities expenses decreased to 75.6%
for the three months ended June 30, 1998 from 76.9% for the same period in 1997.
The decrease as a percentage of net revenues was attributable to an improved
commercial insurance payor mix from 21% for the three months ended June 30, 1997
to 29% for the three months ended June 30, 1998 and our increase in acute
dialysis services 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 three months ended June 30, 1998 were $1.2 million compared to
$667,000 for the same period in 1997, representing an increase of 86%. The
increase in general and administrative expenses was due to increased personnel
related expenses to support the greater number of facilities in operation. As a
percentage of net revenues, general and administrative expenses increased to
13.2% for the three months ended June 30, 1998 from 10.4% for the same period in
1997. The increase as a percentage of net revenues was due to an increase in
Corporate personnel hired during the third quarter in 1997 and an increase in
professional fees and 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. The
Company reserves 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 June
30, 1998 was $243,000 compared to $265,000 for the same period in 1997,
representing a decrease of 8.3%. As a percentage of net revenues, the provision
for doubtful accounts decreased to 2.6% for the three months ended June 30, 1998
from 4.1% for the same period in 1997. The decrease was primarily due to an
emphasis on collections of aged amounts and an improvement in the aging of the
accounts receivable.
DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization
expenses for the three months ended June 30, 1998 were $609,000 compared to
$408,000 for the same period in 1997, representing an increase of 49.3%. The
increase was primarily due to the acquisition of four dialysis clinics, the
opening of two facilities, and the acquisition of an acute dialysis and
hemapheresis business. As a percentage of net revenues, depreciation and
amortization expenses increased to 6.5% for the three months ended June 30, 1998
from 6.4% for the same period in 1997 as a result of the above.
NET INTEREST INCOME (EXPENSE). Net interest income for the three months
ended June 30, 1998 was $29,000 compared to net interest expense of $277,000 for
the same period in 1997, representing an income increase of $306,000. 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 $205,000 for the three
months ended June 30, 1998 compared to a net loss of $189,000 for the same
period in 1997, an increase of approximately $400,000.
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
NET REVENUES. Net revenues for the six months ended June 30, 1998 were
$17.1 million compared to $12.4 million for the same period in 1997,
representing an increase of 38%. The increase in net revenues was primarily
attributable to the acquisition of four dialysis clinics and an acute dialysis
and hemapheresis services company totaling $1.8 million, a full six months' net
revenue totaling $1.2 million for a new facility opened in September 1997, and
to the continued growth at existing facilities of $1.5 million.
FACILITIES EXPENSES. Facilities expenses for the six months ended June
30, 1998 were $12.9 million compared to $9.7 million for the same period in
1997, representing an increase of 34%. 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 75.6% for the six months ended
June 30, 1998 from 77.9% for the same period in 1997. The decrease as a
percentage of net revenues was attributable to an improved commercial insurance
payor mix from 21% for the six months ended June 30, 1997 to 29% for the six
months ended June 30, 1998, and an increase in acute dialysis services which
provide higher margins.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
for the six months ended June 30, 1998 were $2.3 million compared to $1.3
million for the same period in 1997, representing an increase of 75%. 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 13.4% for the six months ended June 30, 1998 from 10.5% for the same period
in 1997. The increase as a percentage of net revenues was due to an increase in
Corporate personnel hired during the third quarter in 1997 and an increase in
professional fees and costs associated with being a public company.
PROVISION FOR DOUBTFUL ACCOUNTS. The provision for doubtful accounts for
the six months ended June 30, 1998 was $494,000 compared to $493,000 for the
same period in 1997. As a percentage of net revenues, the provision for doubtful
accounts decreased to 2.9% for the six months ended June 30, 1998 from 4.0% 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.
DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization
expenses for the six months ended June 30, 1998 were $1.1 million compared to
$787,000 for the same period in 1997, representing an increase of 36.5%. The
increase was primarily due to the acquisition of four dialysis clinics, the
opening of two facilities, and the acquisition of an acute dialysis and
hemapheresis business. As a percentage of net revenues, depreciation and
amortization expenses remained at 6.3% for the six months ended June 30, 1998
and 1997.
NET INTEREST INCOME (EXPENSE). Net interest income for the six months
ended June 30, 1998 was $226,000 compared to net interest expense of $537,000
for the same period in 1997, representing an income increase of $763,000. 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 $525,000 for the six
months ended June 30, 1998 compared to a net loss of $503,000 for the same
period in 1997, an increase approximately of $1 million.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires capital resources for maintenance, refurbishing and
expansion of existing facilities, acquisitions, de novo developments, 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 June
30, 1998, the Company had working capital of approximately $9.8 million of which
$7.8 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 in
March 1998 and purchases of property and equipment for three de novo facilities
for $1.9 million.
Net cash provided by operating activities was $82,000 for the six months
ended June 30, 1998, compared to net cash used in operating activities of
$238,000 for the six months ended June 30, 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 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 $1.6 million and $587,000 for the
six months ended June 30, 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 $1.9 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 purchases of fixed assets of $623,000. 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 will open two more de novo
facilities at the beginning of the third quarter.
Net cash used in financing activities for the six months ended June 30, 1998
was $429,000. This consisted primarily of payments on capital lease obligations.
Net cash provided by financing activities for the six months ended June 30, 1997
of $654,000 consisted primarily of $1 million of proceeds from a line of credit
offset by $328,000 in payments on capital lease obligations.
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
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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
June 30, 1998 on the lease line was $1.4 million. The lease line bears interest
at the five year U.S. treasury bond yield rate plus 3.91% (9.45% as of June 30,
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, such 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 June 30, 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.
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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 related to third party internal systems used
by the Company. 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 of these third parties'
software 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 in its
initial stages and only 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
In June 1997, Statement of Financial Accounting Standards No. 131 ("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.
IMPORTANT FACTORS RELATING TO FORWARD LOOKING STATEMENTS
This Form 10-Q 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.
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.
The Company's Annual Meeting of Stockholders was held on June 30, 1998.
1. The stockholders elected the following individuals as Class II
Directors of the Company.
<TABLE>
<CAPTION>
Name For Withheld
---- --- --------
<S> <C> <C>
James P. Shea 4,879,629 2,100
John E. Hunt, Sr. 4,879,629 2,100
Mark D. Wallace 4,879,629 2,100
</TABLE>
The following directors' terms of office continued following the
1998 Annual Meeting: Class III Directors - Milton J. Wallace, Arthur
G. Shapiro, M.D., and C. David Finch, M.D., terms expiring at the
1999 Annual Meeting; and Class I Directors - Charles J. Simons,
Jeffery H. Watson, and Eugene P. Conese, Sr., terms expiring at the
2000 Annual Meeting.
2. The stockholders approved an amendment to the Company's Employee
Stock Option Plan increasing the authorized shares of common stock
in such plan from 666,667 to 1,000,000.
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C>
4,448,989 388,517 44,223
</TABLE>
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits furnished as part of the Report:
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 six
months ended June 30, 1998:
(i) Form 8-K/A1 filed on May 29, 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: August 6, 1998 Vice President--Finance and Chief
-------------- Financial Officer
12
<PAGE> 1
EXHIBIT 11.1
RENEX CORP.
COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------- -------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income applicable to primary common and
common equivalent shares $ 205,000 $ (189,000) $ 525,000 $ (503,000)
========== =========== ========== ===========
Basic EPS:
- ---------
Common weighted average shares 6,977,372 3,974,247 6,977,372 3,973,884
Basic earnings per share 0.03 (0.05) 0.08 (0.13)
Diluted EPS:
- -----------
Common weighted average shares 6,977,372 3,974,247 6,977,372 3,973,884
Options and warrants 85,236 -- 79,257 --
---------- ----------- ---------- -----------
Diluted weighted average shares 7,062,608 3,974,247 7,056,629 3,973,884
Diluted earnings per share 0.03 (0.05) 0.07 (0.13)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 7,769,000
<SECURITIES> 0
<RECEIVABLES> 7,906,000<F1>
<ALLOWANCES> 0
<INVENTORY> 538,000
<CURRENT-ASSETS> 16,865,000
<PP&E> 10,003,000<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 33,024,000
<CURRENT-LIABILITIES> 7,089,000
<BONDS> 0
0
0
<COMMON> 7,000
<OTHER-SE> 24,041,000
<TOTAL-LIABILITY-AND-EQUITY> 33,024,000
<SALES> 17,103,000
<TOTAL-REVENUES> 17,103,000
<CGS> 12,922,000
<TOTAL-COSTS> 15,206,000
<OTHER-EXPENSES> 1,074,000
<LOSS-PROVISION> 494,000
<INTEREST-EXPENSE> (226,000)
<INCOME-PRETAX> 555,000
<INCOME-TAX> 30,000
<INCOME-CONTINUING> 525,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 525,000
<EPS-PRIMARY> .08
<EPS-DILUTED> .07
<FN>
<F1>The values for the tags of (Receivables) and (PPE) represent net amounts.
</FN>
</TABLE>
