Kinetic Concepts Reports Second Quarter and First Half 2008 Financial Results

July 24, 2008 6:30 AM EDT

SAN ANTONIO--(BUSINESS WIRE)--

Kinetic Concepts, Inc. (NYSE: KCI) today reported second quarter 2008 total revenue of $462.1 million, an increase of 17% from the second quarter of 2007. Total revenue for the first half of 2008 was $882.1 million, a 15% increase from the prior-year period. Foreign currency exchange movements favorably impacted total revenue for the second quarter and first six months of 2008 by 4% compared to the corresponding periods of the prior year.

In May 2008, KCI completed the acquisition of LifeCell Corporation ("LifeCell"). Net loss for the second quarter of 2008 on a GAAP basis, including purchase accounting adjustments and LifeCell transaction-related costs, was $2.7 million, compared to net earnings of $58.1 million for the same period one year ago. Net loss per diluted share for the second quarter of 2008, including purchase accounting adjustments and transaction-related costs, was $0.04, compared to net earnings per diluted share of $0.81 for the same period in the prior year.

For the first half of 2008 on a GAAP basis, net earnings were $65.2 million compared to $111.6 million from last year. Net earnings per diluted share for the first six months of 2008 were $0.90 compared to $1.57 from the same period one year ago.

In connection with the acquisition of LifeCell, KCI incurred incremental transaction-related expenses in the second quarter of approximately $71.1 million, related primarily to preliminary purchase accounting adjustments, which included the write-off of $61.6 million of in-process research and development, acquired intangible asset amortization of approximately $4.7 million and higher cost of sales of $3.2 million associated with the step-up of LifeCell inventory to fair value. In addition, KCI incurred incremental net interest expense during the second quarter of approximately $13.5 million associated with the financing of the transaction. The Company also recorded LifeCell revenue from the date of acquisition of $27.6 million in its consolidated second quarter results. For the full second quarter, LifeCell had total revenue of $58.3 million, an increase of $10.7 million, or 22% from the prior year.

Excluding the impact of the LifeCell acquisition and related transaction expenses on the Company's financial results, KCI's second quarter net earnings were $70.5 million, or $0.98 per diluted share, representing increases of approximately 21% compared to the year-ago period. Total revenue, excluding the impact of the LifeCell acquisition was $434.5 million, an increase of approximately 10% over the prior-year period. We have provided a detailed reconciliation of the Company's net earnings excluding the impact of the LifeCell acquisition, which is a non-GAAP financial measure, to GAAP-basis net earnings in the schedules to this press release. The Company believes this non-GAAP financial measure is useful to investors in comparing the operating results for the second quarter and first six months of 2008 to the comparable periods in 2007. When analyzing the Company's operating performance, investors should not consider this non-GAAP financial measure as a substitute for net earnings prepared in accordance with GAAP.

"We delivered solid second quarter financial performance, expanded our business portfolio through our acquisition of LifeCell and continued to improve operating efficiencies," said Catherine Burzik, President and Chief Executive Officer of KCI. "I also am pleased with LifeCell's second quarter results and the progress we've made on the integration. We are well-positioned for the future."

Revenue Recap - Second Quarter and First Half of 2008

Worldwide V.A.C. revenue was $353.2 million for the second quarter of 2008 and $686.2 million for the first half of 2008, representing increases of 11% and 13%, respectively, from the prior-year periods due primarily to increased rental and sales volumes for V.A.C. wound healing devices and related supplies. The growth in V.A.C. revenue stemmed from increased market penetration resulting in higher unit volume. Foreign currency exchange movements favorably impacted worldwide V.A.C. revenue by 3% and 4%, respectively, compared to the second quarter and first six months of the prior year.

Worldwide therapeutic support systems revenue was $81.3 million for the second quarter of 2008 and $168.3 million for the first six months of 2008, representing increases of 2% and 5%, respectively, from the corresponding periods of the prior year. Foreign currency exchange movements favorably impacted worldwide therapeutic support systems revenue by 6% and 5%, respectively, for the second quarter and first six months of 2008 compared to the same periods one year ago.

LifeCell tissue regeneration revenue for the full quarter ended June 30, 2008, was $58.3 million, representing an increase of 22% over the same period one year ago. KCI recorded $27.6 million of tissue regeneration revenue in its consolidated second quarter results. Product revenue from LifeCell's flagship reconstructive surgical products, AlloDerm(R) Regenerative Tissue Matrix and Strattice(R) Reconstructive Tissue Matrix, for the full quarter increased 28% to $53.0 million, compared to $41.4 million in the second quarter of 2007. Revenue from Strattice, which was launched in the first quarter of 2008, represented approximately 10% of total LifeCell revenue for the full three-month period.

North American revenue was $342.7 million for the second quarter and $652.1 million for the first six months of 2008, representing increases of 13% and 11%, respectively, from the prior year due to the LifeCell acquisition and increased rental and sales volumes for V.A.C. wound healing devices and related disposables, partially offset by a contraction in our therapeutic support systems business. North American V.A.C. revenue of $261.7 million for the second quarter and $511.9 million for the first half of 2008 increased 6% and 8%, respectively, compared to the same periods of the prior year due primarily to higher unit volume. North American revenue from therapeutic support systems was $53.4 million for the second quarter of 2008, a decrease of 5% from the prior-year period, due primarily to our focus on profitable growth and lower wound care surfaces sales. North American therapeutic support systems revenue for the first six months of 2008 was comparable to the prior year at $112.6 million. Higher rental revenue in the period from critical care products was offset by lower sales revenue from wound care surfaces in the first half of the year. LifeCell contributed $27.6 million to the North American revenue totals for both the second quarter and first half of 2008.

EMEA/APAC revenue of $119.4 million for the second quarter and $230.0 million for the first half of 2008 increased 28% and 29%, respectively, compared to the prior year due to higher V.A.C. revenue and favorable currency exchange rate variances. EMEA/APAC V.A.C. revenue of $91.5 million for the second quarter and $174.3 million for the first half of 2008 increased 31% and 32%, respectively, compared to the same periods of the prior year due primarily to higher rental and sales volume and favorable foreign currency exchange rate variances. Foreign currency exchange movements accounted for approximately 14% of the EMEA/APAC V.A.C. revenue increase for both the second quarter and first six months of 2008.

EMEA/APAC therapeutic support systems revenue was $27.9 million for the second quarter of 2008 and $55.7 million for the first half of 2008 which represented increases of 19% from the prior-year periods. Foreign currency exchange movements accounted for the majority of the year-to-year revenue increase.

Profit Margins

Gross profit for the second quarter and first six months of 2008 was $226.9 million and $435.9 million, respectively, representing increases of 19% and 21% from the same periods of the prior year. Gross profit margins improved approximately 120 basis points in the second quarter of 2008, compared to the year-ago period, due partially to the acquisition of LifeCell. Gross profit margins on LifeCell's tissue regeneration products were 70.1% for the quarter, excluding purchase accounting adjustments related to inventory. Excluding the impact of the LifeCell acquisition, gross margins for the quarter improved approximately 60 basis points year-over-year due primarily to lower selling and field service expenses as a percentage of revenue.

Operating earnings for the second quarter and first six months of 2008 were $43.2 million and $142.2 million, respectively, compared to $90.1 million and $173.3 million for the same periods one year ago. Excluding the impact of the LifeCell acquisition and related transaction expenses on the Company's financial results, operating earnings for the second quarter and first six months of 2008 were $106.2 million and $205.1 million, respectively, representing increases of 18% from the corresponding periods of one year ago. The operating earnings improvement for the second quarter, excluding the impact of the LifeCell acquisition and related transaction expenses, was due primarily to general and administrative expense operating efficiencies and lower management transition costs.

Balance Sheet

At June 30, 2008, total outstanding long-term debt was $1.69 billion, comprised of a senior secured term loan of $1.0 billion, due 2013 and $690.0 million of 3.25% convertible senior notes due 2015. Proceeds from these credit facilities were used to repay $68.0 million of outstanding debt under the previous credit facility, purchase all of the outstanding shares of LifeCell and pay related fees and expenses associated with the transaction.

Income Tax Rate

The effective income tax rate for the second quarter and first six months of 2008 was 109.4% and 50.3%, respectively, resulting from the impact of non-deductible costs associated with the LifeCell acquisition and related transaction costs. Excluding the impact of the LifeCell acquisition and related transaction expenses on the Company's financial results, the effective income tax rate for the second quarter and first six months of 2008 was 33.1% and 33.3%, respectively, which are slightly lower than the same periods in 2007.

Outlook

The following guidance is based on current information and expectations as of July 24, 2008 and includes LifeCell operations from the initial acquisition date of May 20, 2008 (in millions, except per share data):

                                                % Change from 2007
                                            --------------------------
                2H 2008         FY 2008       2H 2008       FY 2008
            --------------- --------------- ------------ -------------

Total
 Revenue    $1,035 - $1,065 $1,917 - $1,947  23% - 26%     19% - 21%

Diluted EPS
 - GAAP
 Basis       $1.57 - $1.67   $2.47 - $2.57  (10)% - (4)% (25)% - (22)%

Weighted
 Average
 Shares
 Outstanding  72.0 - 72.5     72.0 - 72.5

KCI 2008 Analyst Day Event

KCI plans to host an Analyst Day event on Thursday, October 30, 2008, at the Grand Hyatt in San Antonio. The event will include presentations by key opinion leaders in the field of advanced wound care, as well as presentations by KCI leaders. To learn more about the event, go to KCI's Investor Relations web site at http://www.kci1.com/investor/index.asp and click on the Analyst Day link.

Earnings Release Conference Call

As previously announced, we have scheduled an earnings release conference call for 8:30 a.m. Eastern Daylight Time today, Thursday, July 24, 2008. The dial-in numbers for this conference call are as follows:

           Domestic Dial-in Number:   888-313-5249
      International Dial-in Number:   +706-679-5386

This call is also being webcast and can be accessed at the Kinetic Concepts, Inc. web site at http://www.kci1.com/investor/index.asp, and clicking on Webcast - Q2 2008 Kinetic Concepts, Inc. Earnings Conference Call. An archive of the web cast will be available until July 23, 2009 at http://www.kci1.com/investor/index.asp.

KCI's business outlook as of today is expected to be available on KCI's Investor Relations web site. KCI does not currently expect to update this business outlook until the release of KCI's next quarterly earnings announcement, notwithstanding subsequent developments.

Non-GAAP Financial Information

Within this release, we have included income statement items on a non-GAAP basis to exclude the impact of LifeCell's operations since we obtained majority ownership of LifeCell on May 20, 2008, and have also excluded other purchase accounting and transaction-related costs. These non-GAAP financial measures do not replace the presentation of our GAAP financial results. We have provided this supplemental non-GAAP information because it may provide meaningful information regarding our results on a basis that better facilitates comparisons between the periods presented. Management uses this non-GAAP financial information, along with GAAP information, for reviewing the operating results of its business segments and for analyzing potential future business trends. In addition, we believe some investors may use this information in a similar fashion. A reconciliation of our GAAP income statement for the periods presented to the non-GAAP financial information provided is included herein.

About KCI

Kinetic Concepts, Inc. (NYSE: KCI) is a leading global medical technology company devoted to the discovery, development, manufacture and marketing of innovative, high-technology therapies and products for the wound care, tissue regeneration and therapeutic support system markets. Headquartered in San Antonio, Texas, KCI's success spans more than three decades and can be traced to a history deeply rooted in innovation and a passion for significantly improving the healing - and the lives - of patients around the world.

KCI's three primary businesses include:

Advanced Wound Care - Includes KCI's proprietary Vacuum Assisted Closure(R), or V.A.C.(R) Therapy System, which has been clinically demonstrated to promote wound healing through unique mechanisms of action while reducing the overall cost of treating patients with complex wounds.

Tissue Regeneration - Represented by KCI's LifeCell business and includes tissue-based products for use in reconstructive, orthopedic and urogynecologic surgical procedures to repair soft tissue defects.

Therapeutic Support Systems - Includes specialty hospital beds, mattress replacement systems and overlays designed to address pulmonary complications associated with immobility, to reduce skin breakdown and assist caregivers in the safe and dignified handling of patients of size.

The Company employs approximately 7,000 people and we market our products throughout the United States and in 18 primary countries internationally. For more information about KCI, and how its products are changing the practice of medicine, visit www.kci1.com.

Forward-Looking Statements

This press release contains forward-looking statements including, among other things, management's outlook, estimates of future performance, revenue, earnings per share, growth objectives and weighted average shares outstanding. The forward-looking statements contained herein are based on our current expectations and are subject to a number of risks and uncertainties that could cause us to fail to achieve our current financial projections and other expectations, such as changes in the demand for the V.A.C. resulting from increased competition, the seasonal slowing of V.A.C. unit growth in the fourth and first quarter of each year, changes in payer reimbursement policies and our ability to protect our intellectual property rights. All information set forth in this release and its attachments is as of July 24, 2008. We undertake no duty to update this information. More information about potential factors that could cause our results to differ or adversely affect our business and financial results is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and in our quarterly report on Form 10-Q for the quarterly period ended March 31, 2008, including, among other sections, under the captions, "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." These reports are on file with the SEC and available at the SEC's website at www.sec.gov. Additional information will also be set forth in those sections in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, which will be filed with the SEC in early August 2008.


               KINETIC CONCEPTS, INC. AND SUBSIDIARIES
           Condensed Consolidated Statements of Operations
                (in thousands, except per share data)
                             (unaudited)


                 Three months ended June    Six months ended June 30,
                            30,
                -------------------------- ---------------------------
                                      %                          %
                  2008      2007    Change   2008      2007    Change
                --------- --------- ------ --------- --------- -------
Revenue:
  Rental        $303,349  $283,345    7.1% $601,188  $549,029    9.5%
  Sales          158,775   113,307   40.1   280,952   216,439   29.8
                --------- ---------        --------- ---------

    Total
     revenue     462,124   396,652   16.5   882,140   765,468   15.2

Rental expenses  185,319   171,365    8.1   360,593   335,305    7.5
Cost of sales     49,922    35,156   42.0    85,678    68,847   24.4
                --------- ---------        --------- ---------

    Gross profit 226,883   190,131   19.3   435,869   361,316   20.6

Selling, general
 and
 administrative
 expenses        100,731    88,621   13.7   196,078   166,834   17.5
Research and
 development
 expenses         16,680    11,397   46.4    31,395    21,204   48.1
Acquired
 intangible
 asset
 amortization      4,654         -      -     4,654         -      -
In-process
 research and
 development      61,571         -      -    61,571         -      -
                --------- ---------        --------- ---------

    Operating
     earnings     43,247    90,113  (52.0)  142,171   173,278  (18.0)

Interest income
 and other         2,157     1,516   42.3     4,162     2,880   44.5
Interest expense (14,574)   (4,131) 252.8   (15,702)   (8,222)  91.0
Foreign currency
 gain (loss)      (1,874)     (187) 902.1       513      (452)     -
                --------- ---------        --------- ---------

    Earnings
     before
     income
     taxes        28,956    87,311  (66.8)  131,144   167,484  (21.7)

Income taxes      31,667    29,239    8.3    65,900    55,856   18.0
                --------- ---------        --------- ---------

    Net earnings
     (loss)     $ (2,711) $ 58,072      -% $ 65,244  $111,628  (41.6)%
                ========= =========        ========= =========

    Net earnings
     (loss) per
     share:
      Basic     $  (0.04) $   0.82      -  $   0.91  $   1.58  (42.4)%
                ========= =========        ========= =========

      Diluted   $  (0.04) $   0.81      -  $   0.90  $   1.57  (42.7)%
                ========= =========        ========= =========

   Weighted
    average
    shares
    outstanding:
      Basic       71,771    70,802           71,718    70,576
                ========= =========        ========= =========

      Diluted     71,771    71,427           72,141    71,257
                ========= =========        ========= =========


               KINETIC CONCEPTS, INC. AND SUBSIDIARIES
         Condensed Consolidated Statements of Operations (1)
                 For the Three Months ended June 30,
                (in thousands, except per share data)
                             (unaudited)



                                                 2008
                                 -------------------------------------



                                                       Purchase
                                                       Accounting
                                                          and
                                            LifeCell   Transaction
                                   GAAP    Operations     Costs
                                 --------- ---------- ------------
Revenue:
  Rental                         $303,349   $      -     $      -
  Sales                           158,775     27,603            -
                                 --------- ---------- ------------

    Total revenue                 462,124     27,603            -

Rental expenses                   185,319          -            -
Cost of sales                      49,922      8,254        3,163
                                 --------- ---------- ------------

    Gross profit                  226,883     19,349       (3,163)

Selling, general and
 administrative expenses          100,731      8,447        1,735 (3)
Research and development expenses  16,680      2,693            -
Acquired intangible asset
 amortization                       4,654          -        4,654
In-process research and
 development                       61,571          -       61,571
                                 --------- ---------- ------------

    Operating earnings (loss)      43,247      8,209      (71,123)

Interest income and other           2,157        543            -
Interest expense                  (14,574)   (13,996)           -
Foreign currency loss              (1,874)         -            -
                                 --------- ---------- ------------

    Earnings (loss) before income
     taxes                         28,956     (5,244)     (71,123)

Income taxes (benefit)             31,667     (1,943)      (1,263)(4)
                                 --------- ---------- ------------

    Net earnings (loss)          $ (2,711)  $ (3,301)    $(69,860)
                                 ========= ========== ============

    Net earnings (loss) per
     share:
      Basic                      $  (0.04)
                                 =========

      Diluted                    $  (0.04)
                                 =========

    Weighted average shares
     outstanding:
      Basic                        71,771
                                 =========

      Diluted                      71,771
                                 =========



                                      2008
                                 ----------------

                                    Excluding
                                     LifeCell
                                    Operations,
                                     Purchase
                                   Accounting and
                                    Transaction     2007        %
                                    Costs (non-     GAAP
                                       GAAP)                Change (2)
                                 ---------------- --------- ----------
Revenue:
  Rental                              $  303,349  $283,345        7.1%
  Sales                                  131,172   113,307       15.8
                                 ---------------- ---------

    Total revenue                        434,521   396,652        9.5

Rental expenses                          185,319   171,365        8.1
Cost of sales                             38,505    35,156        9.5
                                 ---------------- ---------

    Gross profit                         210,697   190,131       10.8

Selling, general and
 administrative expenses                  90,549    88,621        2.2
Research and development expenses         13,987    11,397       22.7
Acquired intangible asset
 amortization                                  -         -          -
In-process research and
 development                                   -         -          -
                                 ---------------- ---------

    Operating earnings (loss)            106,161    90,113       17.8

Interest income and other                  1,614     1,516        6.5
Interest expense                            (578)   (4,131)     (86.0)
Foreign currency loss                     (1,874)     (187)         -
                                 ---------------- ---------

    Earnings (loss) before income
     taxes                               105,323    87,311       20.6

Income taxes (benefit)                    34,873    29,239       19.3
                                 ---------------- ---------

    Net earnings (loss)               $   70,450  $ 58,072       21.3%
                                 ================ =========

    Net earnings (loss) per
     share:
      Basic                           $     0.98  $   0.82       19.5%
                                 ================ =========

      Diluted                         $     0.98  $   0.81       21.0%
                                 ================ =========

    Weighted average shares
     outstanding:
      Basic                               71,771    70,802
                                 ================ =========

      Diluted                             72,107    71,427
                                 ================ =========



-----------------------------------------------------------
(1) These non-GAAP financial measures do not replace the presentation
 of our GAAP financial results. See the "Non-GAAP Financial
 Information" section of this press release for further discussion of
 our non-GAAP financial information.
(2) The percentage change reflects the percentage variance between the
 2008 non-GAAP results, excluding LifeCell operations, purchase
 accounting and transaction costs, and the 2007 GAAP results.
(3) Includes costs associated with the retention of key LifeCell
 employees and integration-related professional fees.
(4) The tax adjustment includes the impact of the nondeductible in-
 process research and development write-off and other tax-related
 amounts.


                        KINETIC CONCEPTS, INC. AND SUBSIDIARIES
                  Condensed Consolidated Statements of Operations (1)
                           For the Six Months ended June 30,
                         (in thousands, except per share data)
                                      (unaudited)



                                                2008
                                --------------------------------------
                                                       Purchase
                                                       Accounting
                                                          and
                                           LifeCell    Transaction
                                  GAAP     Operations     Costs
Revenue:
  Rental                        $601,188    $      -     $      -
  Sales                          280,952      27,603            -
                                --------- ----------- ------------

    Total revenue                882,140      27,603            -

Rental expenses                  360,593           -            -
Cost of sales                     85,678       8,254        3,163
                                --------- ----------- ------------

    Gross profit                 435,869      19,349       (3,163)

Selling, general and
 administrative expenses         196,078       8,447        1,735 (3)
Research and development
 expenses                         31,395       2,693            -
Acquired intangible asset
 amortization                      4,654           -        4,654
In-process research and
 development                      61,571           -       61,571
                                --------- ----------- ------------

    Operating earnings (loss)    142,171       8,209      (71,123)

Interest income and other          4,162         543            -
Interest expense                 (15,702)    (13,996)           -
Foreign currency gain (loss)         513           -            -
                                --------- ----------- ------------

    Earnings (loss) before
     income taxes                131,144      (5,244)     (71,123)

Income taxes (benefit)            65,900      (1,943)      (1,263)(4)
                                --------- ----------- ------------

    Net earnings (loss)         $ 65,244    $ (3,301)    $(69,860)
                                ========= =========== ============

    Net earnings per share:
      Basic                     $   0.91
                                =========

      Diluted                   $   0.90
                                =========

    Weighted average shares
     outstanding:
      Basic                       71,718
                                =========

      Diluted                     72,141
                                =========



                                    2008
                                --------------
                                  Excluding
                                   LifeCell
                                  Operations,
                                   Purchase
                                  Accounting
                                      and
                                  Transaction
                                  Costs (non-     2007         %
                                     GAAP)        GAAP     Change (2)
Revenue:
  Rental                           $  601,188   $ 549,029         9.5%
  Sales                               253,349     216,439        17.1
                                -------------- -----------

    Total revenue                     854,537     765,468        11.6

Rental expenses                       360,593     335,305         7.5
Cost of sales                          74,261      68,847         7.9
                                -------------- -----------

    Gross profit                      419,683     361,316        16.2

Selling, general and
 administrative expenses              185,896     166,834        11.4
Research and development
 expenses                              28,702      21,204        35.4
Acquired intangible asset
 amortization                               -           -           -
In-process research and
 development                                -           -           -
                                -------------- -----------

    Operating earnings (loss)         205,085     173,278        18.4

Interest income and other               3,619       2,880        25.7
Interest expense                       (1,706)     (8,222)      (79.3)
Foreign currency gain (loss)              513        (452)          -
                                -------------- -----------

    Earnings (loss) before
     income taxes                     207,511     167,484        23.9

Income taxes (benefit)                 69,106      55,856        23.7
                                -------------- -----------

    Net earnings (loss)            $  138,405   $ 111,628        24.0%
                                ============== ===========

    Net earnings per share:
      Basic                        $     1.93   $    1.58        22.2%
                                ============== ===========

      Diluted                      $     1.92   $    1.57        22.3%
                                ============== ===========

    Weighted average shares
     outstanding:
      Basic                            71,718      70,576
                                ============== ===========

      Diluted                          72,141      71,257
                                ============== ===========



-----------------------------------------------------------
(1) These non-GAAP financial measures do not replace the presentation
 of our GAAP financial results. See the "Non-GAAP Financial
 Information" section of this press release for further discussion of
 our non-GAAP financial information.
(2) The percentage change reflects the percentage variance between the
 2008 non-GAAP results, excluding LifeCell operations, purchase
 accounting and transaction costs, and the 2007 GAAP results.
(3) Includes costs associated with the retention of key LifeCell
 employees and integration-related professional fees.
(4) The tax adjustment includes the impact of the nondeductible in-
 process research and development write-off and other tax-related
 amounts.


               KINETIC CONCEPTS, INC. AND SUBSIDIARIES
                Condensed Consolidated Balance Sheets
                            (in thousands)


                                            June 30,     December 31,
                                              2008           2007
                                         -------------- --------------
                                          (unaudited)
Assets:
Current assets:
  Cash and cash equivalents              $      102,598 $     265,993
  Accounts receivable, net                      397,803       356,965
  Inventories, net                              129,614        50,341
  Deferred income taxes                          54,556        41,504
  Prepaid expenses and other                     66,503        31,176
                                         -------------- --------------

    Total current assets                        751,074       745,979

Net property, plant and equipment               280,321       228,471
Debt issuance costs, less accumulated
 amortization of $2,960 at 2008 and $218
 at 2007                                         60,411         2,456
Deferred income taxes                             8,325         8,743
Goodwill                                      1,335,404        48,897
Other non-current assets, less
 accumulated amortization of $15,742 at
 2008 and $10,678 at 2007                       507,080        23,039
                                         -------------- --------------

                                         $    2,942,615 $   1,057,585
                                         ============== ==============

Liabilities and Shareholders' Equity:
Current liabilities:
  Accounts payable                       $       57,672 $      50,804
  Accrued expenses and other                    212,716       212,874
  Current installments of long-term debt        100,000             -
                                         -------------- --------------

    Total current liabilities                   370,388       263,678

Long-term debt, net of current
 installments                                 1,590,000        68,000
Non-current tax liabilities                      39,620        31,313
Deferred income taxes                           160,989         9,921
Other non-current liabilities                     7,331         7,653
                                         -------------- --------------

    Total liabilities                         2,168,328       380,565

Shareholders' equity:
  Common stock; authorized 225,000 at
   2008 and 2007, issued and outstanding
   72,569 at 2008 and 72,153 at 2007                 73            72
  Preferred stock; authorized 50,000 at
   2008 and 2007; issued and outstanding
   0 at 2008 and 2007                                 -             -
  Additional paid-in capital                    670,598       644,347
  Retained earnings (deficit)                    58,063        (7,181)
  Accumulated other comprehensive income         45,553        39,782
                                         -------------- --------------

    Shareholders' equity                        774,287       677,020
                                         -------------- --------------

                                         $    2,942,615 $   1,057,585
                                         ============== ==============


               KINETIC CONCEPTS, INC. AND SUBSIDIARIES
           Condensed Consolidated Statements of Cash Flows
                            (in thousands)
                             (unaudited)


                                             Six months ended June 30,
                                             -------------------------
                                                 2008         2007
                                             ------------- -----------
Cash flows from operating activities:
  Net earnings                               $     65,244  $  111,628
  Adjustments to reconcile net earnings to
   net cash provided by operating activities:
    Depreciation, amortization and other           49,738      41,839
    Provision for bad debt                          3,819       3,107
    Amortization of deferred gain on sale of
     headquarters facility                           (535)       (535)
    Write-off of deferred debt issuance costs         860         292
    Share-based compensation expense               12,629      11,278
    Excess tax benefit from share-based
     payment arrangements                            (254)     (9,666)
    Write-off of in-process research and
     development                                   61,571           -
    Change in assets and liabilities, net of
     business acquired:
      Increase in accounts receivable, net        (12,137)    (17,975)
      Increase in inventories, net                (11,921)     (6,873)
      Increase in prepaid expenses and other      (29,256)    (10,066)
      Increase (decrease) in deferred income
       taxes, net                                  23,810     (12,268)
      Decrease in accounts payable                (10,107)     (4,035)
      Increase (decrease) in accrued expenses
       and other                                  (29,778)      3,223
      Increase in tax liabilities, net              4,836      20,586
                                             ------------- -----------

        Net cash provided by operating
         activities                               128,519     130,535
                                             ------------- -----------

Cash flows from investing activities:
  Additions to property, plant and equipment      (43,247)    (28,042)
  Increase in inventory to be converted into
   equipment for short-term rental                (18,400)    (13,400)
  Dispositions of property, plant and
   equipment                                        2,251         773
  Business acquired in purchase transaction,
   net of cash acquired                        (1,745,969)          -
  Purchase of investments                               -     (31,000)
  Maturities of investments                             -      19,000
  Increase in other non-current assets             (2,141)       (400)
                                             ------------- -----------

        Net cash used by investing activities  (1,807,506)    (53,069)
                                             ------------- -----------

Cash flows from financing activities:
  Repayments of long-term debt, capital lease
   and other obligations                              (96)    (25,364)
  Excess tax benefit from share-based payment
   arrangements                                       254       9,666
  Proceeds from exercise of stock options           2,330       8,699
  Purchase of immature shares for minimum tax
   withholdings                                      (819)     (1,872)
  Proceeds from purchase of stock in ESPP and
   other                                            2,346       2,142
  Acquisition financing:
    Proceeds from senior credit facility        1,000,000           -
    Proceeds from convertible senior notes        690,000           -
    Repayment of long-term debt                   (68,000)          -
    Proceeds from convertible debt warrant        102,458           -
    Purchase of convertible debt hedge           (151,110)          -
    Payment of debt issuance costs                (60,697)          -
                                             ------------- -----------

        Net cash provided (used) by financing
         activities                             1,516,666      (6,729)
                                             ------------- -----------

Effect of exchange rate changes on cash and
 cash equivalents                                  (1,074)      2,155
                                             ------------- -----------

Net increase (decrease) in cash and cash
 equivalents                                     (163,395)     72,892
Cash and cash equivalents, beginning of
 period                                           265,993     107,146
                                             ------------- -----------

Cash and cash equivalents, end of period     $    102,598  $  180,038
                                             ============= ===========


               KINETIC CONCEPTS, INC. AND SUBSIDIARIES
                      Supplemental Revenue Data
                            (in thousands)
                             (unaudited)


                                       Three months ended June 30,
                                   -----------------------------------
                                                          Variance
                                                      ----------------
                                     2008    2007 (1)    $       %
                                   -------- --------- -------- -------
Total Revenue:
-----------------------------------
  V.A.C.
    Rental                         $234,464 $216,740  $17,724    8.2 %
    Sales                           118,780  100,567   18,213   18.1
                                   -------- --------- --------

      Total V.A.C.                  353,244  317,307   35,937   11.3

  Therapeutic Support Systems
    Rental                           68,885   66,605    2,280    3.4
    Sales                            12,392   12,740     (348)  (2.7)
                                   -------- --------- --------

      Total Therapeutic Support
       Systems                       81,277   79,345    1,932    2.4

  LifeCell sales                     27,603        -   27,603      -

  Total rental revenue              303,349  283,345   20,004    7.1
  Total sales revenue               158,775  113,307   45,468   40.1
                                   -------- --------- --------

    Total Revenue                  $462,124 $396,652  $65,472   16.5 %
                                   ======== ========= ========


North America Revenue:
-----------------------------------
  V.A.C.
    Rental                         $189,338 $181,987  $ 7,351    4.0 %
    Sales                            72,359   65,288    7,071   10.8
                                   -------- --------- --------

      Total V.A.C.                  261,697  247,275   14,422    5.8

  Therapeutic Support Systems
    Rental                           46,017   47,645   (1,628)  (3.4)
    Sales                             7,365    8,347     (982) (11.8)
                                   -------- --------- --------

      Total Therapeutic Support
       Systems                       53,382   55,992   (2,610)  (4.7)

  LifeCell sales                     27,603        -   27,603      -

  Total North America rental        235,355  229,632    5,723    2.5
  Total North America sales         107,327   73,635   33,692   45.8
                                   -------- --------- --------

    Total - North America Revenue  $342,682 $303,267  $39,415   13.0 %
                                   ======== ========= ========


EMEA/APAC Revenue:
-----------------------------------
  V.A.C.
    Rental                         $ 45,126 $ 34,753  $10,373   29.8 %
    Sales                            46,421   35,279   11,142   31.6
                                   -------- --------- --------

      Total V.A.C.                   91,547   70,032   21,515   30.7

  Therapeutic Support Systems
    Rental                           22,868   18,960    3,908   20.6
    Sales                             5,027    4,393      634   14.4
                                   -------- --------- --------

      Total Therapeutic Support
       Systems                       27,895   23,353    4,542   19.4

  Total EMEA/APAC rental             67,994   53,713   14,281   26.6
  Total EMEA/APAC sales              51,448   39,672   11,776   29.7
                                   -------- --------- --------

    Total - EMEA/APAC Revenue      $119,442 $ 93,385  $26,057   27.9 %
                                   ======== ========= ========


-----------------------------------
(1) Prior year amounts have been reclassified to conform to our
 current year presentation.


               KINETIC CONCEPTS, INC. AND SUBSIDIARIES
                      Supplemental Revenue Data
                            (in thousands)
                             (unaudited)


                                       Six months ended June 30,
                                  ------------------------------------
                                                         Variance
                                                     -----------------
                                    2008    2007 (1)     $       %
                                  -------- --------- --------- -------
Total Revenue:
----------------------------------
  V.A.C.
    Rental                        $456,561 $415,599  $ 40,962    9.9 %
    Sales                          229,647  190,271    39,376   20.7
                                  -------- --------- ---------

      Total V.A.C.                 686,208  605,870    80,338   13.3

  Therapeutic Support Systems
    Rental                         144,627  133,430    11,197    8.4
    Sales                           23,702   26,168    (2,466)  (9.4)
                                  -------- --------- ---------

      Total Therapeutic Support
       Systems                     168,329  159,598     8,731    5.5

  LifeCell sales                    27,603        -    27,603      -

  Total rental revenue             601,188  549,029    52,159    9.5
  Total sales revenue              280,952  216,439    64,513   29.8
                                  -------- --------- ---------

    Total Revenue                 $882,140 $765,468  $116,672   15.2 %
                                  ======== ========= =========


North America Revenue:
----------------------------------
  V.A.C.
    Rental                        $370,183 $350,075  $ 20,108    5.7 %
    Sales                          141,736  124,137    17,599   14.2
                                  -------- --------- ---------

      Total V.A.C.                 511,919  474,212    37,707    8.0

  Therapeutic Support Systems
    Rental                          98,323   96,141     2,182    2.3
    Sales                           14,300   16,556    (2,256) (13.6)
                                  -------- --------- ---------

      Total Therapeutic Support
       Systems                     112,623  112,697       (74)  (0.1)

  LifeCell sales                    27,603        -    27,603      -

  Total North America rental       468,506  446,216    22,290    5.0
  Total North America sales        183,639  140,693    42,946   30.5
                                  -------- --------- ---------

    Total - North America Revenue $652,145 $586,909  $ 65,236   11.1 %
                                  ======== ========= =========


EMEA/APAC Revenue:
----------------------------------
  V.A.C.
    Rental                        $ 86,378 $ 65,524  $ 20,854   31.8 %
    Sales                           87,911   66,134    21,777   32.9
                                  -------- --------- ---------

      Total V.A.C.                 174,289  131,658    42,631   32.4

  Therapeutic Support Systems
    Rental                          46,304   37,289     9,015   24.2
    Sales                            9,402    9,612      (210)  (2.2)
                                  -------- --------- ---------

      Total Therapeutic Support
       Systems                      55,706   46,901     8,805   18.8

  Total EMEA/APAC rental           132,682  102,813    29,869   29.1
  Total EMEA/APAC sales             97,313   75,746    21,567   28.5
                                  -------- --------- ---------

    Total - EMEA/APAC Revenue     $229,995 $178,559  $ 51,436   28.8 %
                                  ======== ========= =========


----------------------------------
(1) Prior year amounts have been reclassified to conform to our
 current year presentation.

Source: Kinetic Concepts, Inc.


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