REPORT OF INDEPENDENT ACCOUNTANTS. To the Board of Directors and Stockholders of Total Renal Care Holdings, Inc. In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of stockholders' equity, and of cash flows present fairly, in all material respects, the financial position of Total Renal Care Holdings, Inc. and its subsidiaries at December 31, 1995 and 1996, and the results of their operations and their cash flows for the year ended May 31, 1995, the seven months ended December 31, 1995 and the year ended December 31, 1996 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICE WATERHOUSE LLP Seattle, Washington February 13, 1997 INDEPENDENT AUDITORS' REPORT The Board of Directors and Stockholders Total Renal Care Holdings, Inc.: We have audited the accompanying consolidated statements of income, stockholders' equity and cash flows of Total Renal Care Holdings, Inc. (formerly Total Renal Care, Inc.) and subsidiaries for the year ended May 31, 1994. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Total Renal Care Holdings, Inc. and subsidiaries for the year ended May 31, 1994, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Seattle, Washington July 8, 1994 1995 1996 ASSETS Cash and cash equivalents.......................... $ 30,181,000 $ 19,881,000 Patient accounts receivable, less allowance for doubtful accounts of $5,668,000 and $7,911,000, respectively...................................... 37,884,000 91,009,000 Prepaid expenses and other current assets.......... 2,973,000 10,771,000 ------------ ------------ Total current assets........................... 75,494,000 131,286,000 Property and equipment, net........................ 25,505,000 58,266,000 Notes receivable from related parties.............. 1,379,000 1,919,000 Investment in affiliate, at equity................. 972,000 1,018,000 Other long-term assets............................. 885,000 974,000 Intangible assets, net............................. 59,763,000 180,617,000 ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY $163,998,000 $374,080,000 ============ ============ Accounts payable................................... $ 7,901,000 $ 9,818,000 Employee compensation and benefits................. 5,012,000 12,360,000 Other accrued liabilities.......................... 7,006,000 7,745,000 Income taxes payable............................... 314,000 Current portion of long-term obligations........... 570,000 2,064,000 ------------ ------------ Total current liabilities...................... 20,803,000 31,987,000 ------------ ------------ Long-term debt..................................... 55,324,000 102,552,000 ------------ ------------ Deferred income taxes.............................. 510,000 2,868,000 ------------ ------------ Other long-term liabilities........................ 1,214,000 993,000 ------------ ------------ Minority interests................................. 3,343,000 4,714,000 Commitments and contingencies (Notes 8, 12 and 13) Stockholders' equity Common stock ($.001 par value, 55,000,000 shares authorized; 22,308,207 and 26,472,982 shares ------------ ------------ Notes receivable from stockholders............... (2,773,000) (2,827,000) Retained deficit................................. (38,155,000) (22,130,000) ------------ ------------ Total stockholders' equity..................... 82,804,000 230,966,000 ------------ ------------ $163,998,000 $374,080,000 ============ ============ See accompanying notes to consolidated financial statements. ------------------------ ------------------------ -------------------------- 1994 1995 1994 1995 1995 1996 (UNAUDITED) (UNAUDITED) Net operating revenues.. $80,470,000 $98,968,000 $53,593,000 $89,711,000 $134,843,000 $272,947,000 ----------- ----------- ----------- ----------- ------------ ------------ Operating expenses Facilities............. 56,828,000 65,583,000 36,012,000 57,406,000 86,977,000 183,987,000 General and administrative........ 7,457,000 9,115,000 4,916,000 7,645,000 11,844,000 19,267,000 Provision for doubtful accounts.............. 1,550,000 2,371,000 1,363,000 1,811,000 2,819,000 5,496,000 Depreciation and amortization.......... 3,752,000 4,740,000 2,586,000 4,383,000 6,537,000 15,368,000 ----------- ----------- ----------- ----------- ------------ ------------ Total operating expenses.............. 69,587,000 81,809,000 44,877,000 71,245,000 108,177,000 224,118,000 ----------- ----------- ----------- ----------- ------------ ------------ Operating income........ 10,883,000 17,159,000 8,716,000 18,466,000 26,666,000 48,829,000 Interest expense........ (56,000) (7,447,000) (3,378,000) (6,291,000) (10,117,000) (7,052,000) Interest income......... 43,000 244,000 78,000 707,000 873,000 1,877,000 ----------- ----------- ----------- ----------- ------------ ------------ Income before income taxes, minority interests and Income taxes............ 4,106,000 3,511,000 1,933,000 4,631,000 6,209,000 16,351,000 ----------- ----------- ----------- ----------- ------------ ------------ Income before minority interests and Minority interests in income of consolidated Income before Extraordinary loss related to early Net income.............. $ 5,718,000 $ 4,852,000 $ 2,650,000 $ 3,912,000 $ 6,114,000 $ 16,025,000 =========== =========== =========== =========== ============ ============ Earnings (loss) per common share: Income before extraordinary item.... $ 0.36 $ 0.52 $ 0.92 Extraordinary items.... (0.14) (0.16) (0.30) ------------ ------------ Net income............. $ 0.22 $ 0.36 $ 0.62 =========== ============ ============ Weighted average number of common shares and equivalents Pro forma data (unaudited)............ Net income per common share................. $ 0.22 $ 0.08 =========== =========== Weighted average number of common shares and equivalents See accompanying notes to consolidated financial statements. TOTAL RENAL CARE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY COMMON STOCK ADDITIONAL NOTES RECEIVABLE RETAINED ------------------ PAID-IN FROM EARNINGS SHARES AMOUNT CAPITAL STOCKHOLDERS (DEFICIT) TOTAL Balance at May 31, 1993................... 66,667 $ 29,015,000 $ 29,015,000 Net income.............. 5,718,000 5,718,000 ---------- ------------ ------------ Balance at May 31, 1994................... 66,667 34,733,000 34,733,000 Shares issued to Xxxxx.. 2,933,334 $ 3,000 $ 1,000 4,000 Shares issued in change of control: DLJMB.................. 7,000,000 7,000 10,493,000 10,500,000 Employees.............. 1,246,667 1,000 1,869,000 $ (995,000) 875,000 Shares issued in offering............... 600,000 1,000 899,000 900,000 Stock issuance costs.... (2,172,000) (2,172,000) Dividend paid to Xxxxx: Cash................... Intercompany (75,500,000) (75,500,000) receivable............ Shares issued to employees and others... 765,252 1,000 1,147,000 (513,000) (6,152,000) (6,152,000) 635,000 Shares issued in acquisitions........... 297,464 446,000 446,000 Net income.............. ---------- ------- ------------ ----------- 4,852,000 ------------ 4,852,000 ------------ Balance at May 31, 1995................... 12,909,384 13,000 12,683,000 (1,508,000) (42,067,000) (30,879,000) Net proceeds from initial public offering............... 6,900,000 6,000 98,288,000 98,294,000 Shares and options issued in acquisitions........... 742,820 1,000 5,334,000 5,335,000 Shares issued to employees and others... 27,670 59,000 (13,000) 46,000

Appears in 1 contract

Samples: Annual Report

REPORT OF INDEPENDENT ACCOUNTANTS. To the Shareholder and Board of Directors ~~and Stockholders~~ of ~~Total Renal Care Holdings~~Amkor Technology Korea, Inc. In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of stockholders' equity, and of cash flows present fairly, in all material respects, the financial position of Total Renal Care Holdings, Inc. and its subsidiaries at December 31, 1995 and 1996, and the results of their operations and their cash flows for the year ended May 31, 1995, the seven months ended December 31, 1995 and the year ended December 31, 1996 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICE WATERHOUSE LLP Seattle, Washington February 13, 1997 INDEPENDENT AUDITORS' REPORT The Board of Directors and Stockholders Total Renal Care Holdings, Inc.: We have audited the accompanying ~~consolidated~~ balance sheet of Amkor Technology Korea, Inc. (the "Company") as of December 31, 1999, and the related statements of ~~income~~operations, ~~stockholders' equity~~ stockholder's equity, and cash flows ~~of Total Renal Care Holdings, Inc. (formerly Total Renal Care, Inc.) and subsidiaries~~ for the ~~year ended May~~ period from February 19 (date of incorporation) to December 31, ~~1994~~1999. These ~~consolidated~~ financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these ~~consolidated~~ financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing ~~standards~~standards in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the ~~consolidated~~ financial statements referred to above present fairly, in all material respects, the financial position of Amkor Technology Korea, Inc. as of December 31, 1999, and the results of its operations and its cash flows ~~of Total Renal Care Holdings, Inc. and subsidiaries~~ for the ~~year ended May~~ period from February 19 (date of incorporation) to December 31, ~~1994,~~ 1999 in conformity with generally accepted accounting ~~principles~~principles in the United States of America. ~~KPMG Peat Marwick LLP Seattle~~/s/ SAMIL ACCOUNTING CORPORATION Seoul, ~~Washington July 8~~Korea January 15, ~~1994 1995 1996 ASSETS Cash~~ 2000 REPORT OF INDEPENDENT ACCOUNTANTS To the Shareholders and Board of Directors of Anam Semiconductor, Inc. We have audited the accompanying consolidated balance sheets of Anam Semiconductor, Inc. and its subsidiaries (the "Company") as of December 31, 1999 and 1998 and the related consolidated statements of operations, stockholders' deficit and cash ~~equivalents..........................~~ flows for each of the three years in the period ended December 31, 1999 as prepared under generally accepted accounting principles in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit 1) the financial statements of Anam Engineering and Construction Co., Ltd. ("Anam Construction"), the investment in which is reflected in the consolidated financial statements referred to above using the equity method of accounting in 1999 and 1998 and consolidated in 1997, and 2) the financial statements of Anam USA, Inc, ("Anam USA") a wholly owned subsidiary. The financial statements of Anam Construction reflect total revenues of $ ~~30,181,000 $ 19,881,000 Patient accounts receivable~~387,946 thousand for the year ended December 31, ~~less allowance for doubtful accounts~~ 1997. The Company's net investment in Anam Construction was $0 at December 31, 1999 and 1998 and the equity in its net loss were $29,937 and $56,884 in 1999 and 1998. The financial statements of Anam USA reflect total assets of $~~5,668,000~~ 124,442 thousand and $~~7,911,000~~235,343 thousand at December 31, 1999 and 1998, respectively~~...................................... 37,884,000 91,009,000 Prepaid expenses~~ , and total revenues of $715,756 thousand, $576,130 thousand and $544,148 thousand for the years ended December 31, 1999, 1998 and 1997, respectively. Those statements referred to above were audited by other ~~current assets.......... 2,973,000 10,771,000 ------------ ------------ Total current assets........................... 75,494,000 131,286,000 Property~~ auditors whose reports thereon have been furnished to us, and ~~equipment~~our opinion expressed herein, ~~net........................ 25,505,000 58,266,000 Notes receivable from related parties.............. 1,379,000 1,919,000 Investment~~ insofar as it relates to the amounts included for Anam Construction and Anam USA, is based solely on the report of the other auditors. The report of the auditor of Anam Construction contained an informative disclosure paragraph relating to uncertainties about Anam Construction's ability to continue as a going concern. We conducted our audits in ~~affiliate~~accordance with generally accepted auditing standards in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, ~~at equity................. 972,000 1,018,000 Other long-term assets............................. 885,000 974,000 Intangible assets~~on a test basis, net............................. 59,763,000 180,617,000 ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY $163,998,000 $374,080,000 ============ ============ Accounts payable................................... $ 7,901,000 $ 9,818,000 Employee compensation evidence supporting the amounts and benefits................. 5,012,000 12,360,000 Other accrued liabilities.......................... 7,006,000 7,745,000 Income taxes payable............................... 314,000 Current portion of long-term obligations........... 570,000 2,064,000 ------------ ------------ Total current liabilities...................... 20,803,000 31,987,000 ------------ ------------ Long-term debt..................................... 55,324,000 102,552,000 ------------ ------------ Deferred income taxes.............................. 510,000 2,868,000 ------------ ------------ Other long-term liabilities........................ 1,214,000 993,000 ------------ ------------ Minority interests................................. 3,343,000 4,714,000 Commitments and contingencies (Notes 8, 12 and 13) Stockholders' equity Common stock ($.001 par value, 55,000,000 shares authorized; 22,308,207 and 26,472,982 shares ------------ ------------ Notes receivable from stockholders............... (2,773,000) (2,827,000) Retained deficit................................. (38,155,000) (22,130,000) ------------ ------------ Total stockholders' equity..................... 82,804,000 230,966,000 ------------ ------------ $163,998,000 $374,080,000 ============ ============ See accompanying notes to consolidated disclosures in the financial statements. ~~------------------------ ------------------------ -------------------------- 1994 1995 1994 1995 1995 1996~~ An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion. In our opinion, based on our audits and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Anam Semiconductor, Inc. and its subsidiaries as of December 31, 1999 and 1998, and the results of their operations, stockholders' deficit and their cash flows for each of the three years in the period ended December 31, 1999 in conformity with generally accepted accounting principles in the United States of America. As discussed in Note 3 to the accompanying financial statements, Anam Semiconductor, Inc.'s revenues are generated primarily from semiconductor packaging and test services provided to Amkor Technology Inc. (~~UNAUDITED~~"Amkor") pursuant to supply agreements. As described in Note 30 to the accompanying financial statements, on May 17, 1999, Anam Semiconductor, Inc. has sold to Amkor all the assets of one of the four its packaging and test facilities located in Xxxxxxx xxxx, xxx Xxxxxxxx xx Xxxxx (~~UNAUDITED) Net~~ "X0"). As described in Note 31 to the accompanying financial statements, on February 28, 2000, Anam Semiconductor, Inc. made a decision to sell to Amkor all of the remaining operating revenues.. $80,470,000 $98,968,000 $53,593,000 $89,711,000 $134,843,000 $272,947,000 ----------- ----------- ----------- ----------- ------------ ------------ Operating expenses Facilities............. 56,828,000 65,583,000 36,012,000 57,406,000 86,977,000 183,987,000 General and administrative........ 7,457,000 9,115,000 4,916,000 7,645,000 11,844,000 19,267,000 Provision for doubtful accounts.............. 1,550,000 2,371,000 1,363,000 1,811,000 2,819,000 5,496,000 Depreciation and amortization.......... 3,752,000 4,740,000 2,586,000 4,383,000 6,537,000 15,368,000 ----------- ----------- ----------- ----------- ------------ ------------ Total operating expenses.............. 69,587,000 81,809,000 44,877,000 71,245,000 108,177,000 224,118,000 ----------- ----------- ----------- ----------- ------------ ------------ Operating income........ 10,883,000 17,159,000 8,716,000 18,466,000 26,666,000 48,829,000 Interest expense........ (56,000) (7,447,000) (3,378,000) (6,291,000) (10,117,000) (7,052,000) Interest income......... 43,000 244,000 78,000 707,000 873,000 1,877,000 ----------- ----------- ----------- ----------- ------------ ------------ Income before income taxes, minority interests and Income taxes............ 4,106,000 3,511,000 1,933,000 4,631,000 6,209,000 16,351,000 ----------- ----------- ----------- ----------- ------------ ------------ Income before minority interests and Minority interests in income of consolidated Income before Extraordinary loss assets related to ~~early Net income.............. $ 5,718,000 $ 4,852,000 $ 2,650,000 $ 3,912,000 $ 6,114,000 $ 16,025,000 =========== =========== =========== =========== ============ ============ Earnings~~ the remaining three packaging and testing facilities excluding K2 land in accordance with the approval of a board of directors' meeting. As discussed in Note 4 to the accompanying financial statements, the operations of the Anam Semiconductor, Inc. and its affiliates in the Republic of Korea, have been significantly affected, and may continue to be affected for the foreseeable future, by the general adverse economic condition in the Republic of Korea and in the Asia Pacific region. As more fully described in Note 5 to the accompanying financial statements, on October 23, 1998, Anam Semiconductor, Inc. entered into the Korean financial restructuring program known as the "Workout 77 Program". The Workout Program is the result of an accord among financial institutions to assist in the restructuring of Korean business enterprises and does not involve the judicial system. On February 23, 1999, Anam Semiconductor, Inc. was granted certain economic concessions through the Workout Program which was approved by its creditors committee. /s/ SAMIL ACCOUNTING CORPORATION -------------------------------------- Seoul, Korea February 28, 2000 80 INDEPENDENT AUDITORS' REPORT To the Shareholders of Anam Engineering & Construction Co., Ltd. Seoul, Korea We have audited the consolidated balance sheets of Anam Engineering & Construction Co., Ltd. and its subsidiary as of December 31, 1999, 1998 and 1997, the related consolidated statements of operations, shareholders' deficit, and cash flows for the years then ended, all expressed in Korean Won (loss) per common share: Income before extraordinary item.... $ 0.36 $ 0.52 $ 0.92 Extraordinary items.... (0.14) (0.16) (0.30) ------------ ------------ Net income............. $ 0.22 $ 0.36 $ 0.62 =========== ============ ============ Weighted average number not separately included herein). These financial statements are the responsibility of ~~common shares~~ the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and ~~equivalents Pro forma data (unaudited)............ Net income per common share................. $ 0.22 $ 0.08 =========== =========== Weighted average number~~ perform the audit to obtain reasonable assurance about whether the financial statements are free of ~~common shares~~ material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and ~~equivalents See accompanying notes to consolidated~~ disclosures in the financial statements. ~~TOTAL RENAL CARE HOLDINGS~~An audit also includes assessing the accounting principles used and significant estimates made by management, ~~INC~~as well as evaluating the overall financial statement presentation. ~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY COMMON STOCK ADDITIONAL NOTES RECEIVABLE RETAINED ------------------ PAID-IN FROM EARNINGS SHARES AMOUNT CAPITAL STOCKHOLDERS~~ We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements (~~DEFICIT~~not separately included herein) ~~TOTAL Balance at May~~ present fairly, in all material respects, the financial position of Anam Engineering & Construction Co., Ltd. and its subsidiary as of December 31, ~~1993................... 66,667 $ 29,015,000 $ 29,015,000 Net income.............. 5,718,000 5,718,000 ---------- ------------ ------------ Balance at May 31~~1999, ~~1994................... 66,667 34,733,000 34,733,000 Shares issued~~ 1998 and 1997, the results of their operations, the changes in their shareholders' deficit and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 1, the Company has filed a voluntary petition for reorganization under the Corporate Reorganization Act in the Republic of Korea. The financial statements do not purport to ~~Xxxxx.. 2,933,334 $ 3,000 $ 1,000 4,000 Shares issued~~ reflect or provide for the consequences of the bankruptcy proceedings. In particular, such financial statements do not purport to show (a) as to assets, their realizable value on a liquidation basis or their availability to satisfy liabilities; (b) as to prepetition liabilities, the amounts that may be allowed for claims or contingencies, or the status and priority thereof; (c) as to stockholder accounts, the effect of any changes that may be made in ~~change~~ the capitalization of ~~control: DLJMB.................. 7,000,000 7,000 10,493,000 10,500,000 Employees.............. 1,246,667 1,000 1,869,000 $~~ the Company; or (~~995,000~~d) ~~875,000 Shares issued~~ as to operations, the effect of any changes that may be made in ~~offering............... 600,000 1,000 899,000 900,000 Stock issuance costs.... (2,172,000) (2,172,000) Dividend paid~~ its business. The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company's recurring losses from operations, negative working capital, and shareholders' capital deficiency raise substantial doubt about its ability to Xxxxx: Cash................... Intercompany (75,500,000) (75,500,000) receivable............ Shares issued to employees and others... 765,252 1,000 1,147,000 (513,000) (6,152,000) (6,152,000) 635,000 Shares issued continue as a going concern. Management's plans concerning these matters are also discussed in acquisitions........... 297,464 446,000 446,000 Net income.............. ---------- ------- ------------ ----------- 4,852,000 ------------ 4,852,000 ------------ Balance at May 31, 1995................... 12,909,384 13,000 12,683,000 (1,508,000) (42,067,000) (30,879,000) Net proceeds from initial public offering............... 6,900,000 6,000 98,288,000 98,294,000 Shares and options issued in acquisitions........... 742,820 1,000 5,334,000 5,335,000 Shares issued to employees and others... 27,670 59,000 (13,000) 46,000Note

Appears in 1 contract

Samples: Annual Report

REPORT OF INDEPENDENT ACCOUNTANTS. To the ~~Board~~ Participants and Administrator of ~~Directors and Stockholders of Total Renal Care Holdings, Inc.~~ The BellSouth Retirement Savings Plan: In our opinion, the accompanying ~~consolidated balance sheets~~ statements of net assets available for benefits and the related ~~consolidated~~ statements of ~~income, of stockholders' equity, and of cash flows~~ changes in net assets available for benefits present fairly, in all material respects, the ~~financial position~~ net assets available for benefits of ~~Total Renal Care Holdings~~the BellSouth Retirement Savings Plan (the "Plan"), ~~Inc.~~ formerly the BellSouth Management Savings and ~~its subsidiaries~~ Employee Stock Ownership Plan, at December 31, ~~1995~~ 1998 and ~~1996~~1997, and the ~~results~~ changes in net assets available for benefits for each of ~~their operations and their cash flows for~~ the ~~year ended May 31, 1995,~~ three years in the ~~seven months~~ period ended December 31, ~~1995 and the year ended December 31, 1996~~ 1998 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the ~~Company~~Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. ~~PRICE WATERHOUSE LLP Seattle, Washington February 13, 1997 INDEPENDENT AUDITORS' REPORT~~ Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The ~~Board~~ supplemental Schedule of ~~Directors~~ Assets Held for Investment Purposes is presented for the purpose of additional analysis and ~~Stockholders Total Renal Care Holdings, Inc.: We have audited~~ is not a required part of the ~~accompanying consolidated~~ basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of ~~income, stockholders' equity~~ net assets available for benefits and ~~cash flows~~ the statements of ~~Total Renal Care Holdings, Inc. (formerly Total Renal Care, Inc.)~~ changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and ~~subsidiaries~~ changes in net assets available for ~~the year ended May 31, 1994~~benefits of each fund. ~~These consolidated financial statements~~ This supplemental schedule and fund information are the responsibility of the ~~Company~~Plan's management. ~~Our responsibility is~~ The supplemental schedule and fund information have been subjected to ~~express an opinion on these consolidated~~ the auditing procedures applied in the audits of the basic financial statements ~~based~~ and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PricewaterhouseCoopers LLP Atlanta, Georgia June 25, 1999 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-38264) of BellSouth Corporation of our ~~audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit~~ report dated June 25, 1999 relating to ~~obtain reasonable assurance about whether~~ the financial statements ~~are free~~ of ~~material misstatement. An audit includes examining~~the BellSouth Retirement Savings Plan, ~~on a test basis~~formerly the BellSouth Management Savings and Employee Stock Ownership Plan, ~~evidence supporting the amounts and disclosures~~ which appears in ~~the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management~~this Form 00-X. XxxxxxxxxxxxxxxXxxxxxx XXX Xxxxxxx, ~~as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.~~ Xxxxxxx June 25, 1999 BELLSOUTH RETIRE STATEMENT OF NET ASSETS AVAILABLE December (In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Total Renal Care Holdings, Inc. and subsidiaries for the year ended May 31, 1994, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Seattle, Washington July 8, 1994 1995 1996 ASSETS Cash and cash equivalents.......................... $ 30,181,000 $ 19,881,000 Patient accounts receivable, less allowance for doubtful accounts of $5,668,000 and $7,911,000, respectively...................................... 37,884,000 91,009,000 Prepaid expenses and other current assets.......... 2,973,000 10,771,000 ------------ ------------ Total current assets........................... 75,494,000 131,286,000 Property and equipment, net........................ 25,505,000 58,266,000 Notes receivable from related parties.............. 1,379,000 1,919,000 Investment in affiliate, at equity................. 972,000 1,018,000 Other long-term assets............................. 885,000 974,000 Intangible assets, net............................. 59,763,000 180,617,000 ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY $163,998,000 $374,080,000 ============ ============ Accounts payable................................... $ 7,901,000 $ 9,818,000 Employee compensation and benefits................. 5,012,000 12,360,000 Other accrued liabilities.......................... 7,006,000 7,745,000 Income taxes payable............................... 314,000 Current portion of long-term obligations........... 570,000 2,064,000 ------------ ------------ Total current liabilities...................... 20,803,000 31,987,000 ------------ ------------ Long-term debt..................................... 55,324,000 102,552,000 ------------ ------------ Deferred income taxes.............................. 510,000 2,868,000 ------------ ------------ Other long-term liabilities........................ 1,214,000 993,000 ------------ ------------ Minority interests................................. 3,343,000 4,714,000 Commitments and contingencies (Notes 8, 12 and 13) Stockholders' equity Common stock ($.001 par value, 55,000,000 shares authorized; 22,308,207 and 26,472,982 shares ------------ ------------ Notes receivable from stockholders............... (2,773,000) (2,827,000) Retained deficit................................. (38,155,000) (22,130,000) ------------ ------------ Total stockholders' equity..................... 82,804,000 230,966,000 ------------ ------------ $163,998,000 $374,080,000 ============ ============ See accompanying notes to consolidated financial statements. ------------------------ ------------------------ -------------------------- 1994 1995 1994 1995 1995 1996 (UNAUDITED) (UNAUDITED) Net operating revenues.. $80,470,000 $98,968,000 $53,593,000 $89,711,000 $134,843,000 $272,947,000 ----------- ----------- ----------- ----------- ------------ ------------ Operating expenses Facilities............. 56,828,000 65,583,000 36,012,000 57,406,000 86,977,000 183,987,000 General and administrative........ 7,457,000 9,115,000 4,916,000 7,645,000 11,844,000 19,267,000 Provision for doubtful accounts.............. 1,550,000 2,371,000 1,363,000 1,811,000 2,819,000 5,496,000 Depreciation and amortization.......... 3,752,000 4,740,000 2,586,000 4,383,000 6,537,000 15,368,000 ----------- ----------- ----------- ----------- ------------ ------------ Total operating expenses.............. 69,587,000 81,809,000 44,877,000 71,245,000 108,177,000 224,118,000 ----------- ----------- ----------- ----------- ------------ ------------ Operating income........ 10,883,000 17,159,000 8,716,000 18,466,000 26,666,000 48,829,000 Interest expense........ (56,000) (7,447,000) (3,378,000) (6,291,000) (10,117,000) (7,052,000) Interest income......... 43,000 244,000 78,000 707,000 873,000 1,877,000 ----------- ----------- ----------- ----------- ------------ ------------ Income before income taxes, minority interests and Income taxes............ 4,106,000 3,511,000 1,933,000 4,631,000 6,209,000 16,351,000 ----------- ----------- ----------- ----------- ------------ ------------ Income before minority interests and Minority interests in income of consolidated Income before Extraordinary loss related to early Net income.............. $ 5,718,000 $ 4,852,000 $ 2,650,000 $ 3,912,000 $ 6,114,000 $ 16,025,000 =========== =========== =========== =========== ============ ============ Earnings (loss) per common share: Income before extraordinary item.... $ 0.36 $ 0.52 $ 0.92 Extraordinary items.... (0.14) (0.16) (0.30) ------------ ------------ Net income............. $ 0.22 $ 0.36 $ 0.62 =========== ============ ============ Weighted average number of common shares and equivalents Pro forma data (unaudited)............ Net income per common share................. $ 0.22 $ 0.08 =========== =========== Weighted average number of common shares and equivalents See accompanying notes to consolidated financial statements. TOTAL RENAL CARE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY COMMON STOCK ADDITIONAL NOTES RECEIVABLE RETAINED ------------------ PAID-IN FROM EARNINGS SHARES AMOUNT CAPITAL STOCKHOLDERS (DEFICIT) TOTAL Balance at May 31, 1993................... 66,667 $ 29,015,000 $ 29,015,000 Net income.............. 5,718,000 5,718,000 ---------- ------------ ------------ Balance at May 31, 1994................... 66,667 34,733,000 34,733,000 Shares issued to Xxxxx.. 2,933,334 $ 3,000 $ 1,000 4,000 Shares issued in change of control: DLJMB.................. 7,000,000 7,000 10,493,000 10,500,000 Employees.............. 1,246,667 1,000 1,869,000 $ (995,000) 875,000 Shares issued in offering............... 600,000 1,000 899,000 900,000 Stock issuance costs.... (2,172,000) (2,172,000) Dividend paid to Xxxxx: Cash................... Intercompany (75,500,000) (75,500,000) receivable............ Shares issued to employees and others... 765,252 1,000 1,147,000 (513,000) (6,152,000) (6,152,000) 635,000 Shares issued in acquisitions........... 297,464 446,000 446,000 Net income.............. ---------- ------- ------------ ----------- 4,852,000 ------------ 4,852,000 ------------ Balance at May 31, 1995................... 12,909,384 13,000 12,683,000 (1,508,000) (42,067,000) (30,879,000) Net proceeds from initial public offering............... 6,900,000 6,000 98,288,000 98,294,000 Shares and options issued in acquisitions........... 742,820 1,000 5,334,000 5,335,000 Shares issued to employees and others... 27,670 59,000 (13,000) 46,000Tho

Appears in 1 contract

Samples: Annual Report (Bellsouth Corp)

REPORT OF INDEPENDENT ACCOUNTANTS. To ~~the~~ The Board of Directors and ~~Stockholders of Total Renal Care Holdings~~Shareholders Radiance Medical Systems, Inc. In our opinion, the ~~accompanying~~ consolidated ~~balance sheets~~ financial statements listed in the Index at Item 14(a)(1) for the years ended December 31, 2000 and ~~the related consolidated statements of income, of stockholders' equity, and of cash flows~~ 1999 present fairly, in all material respects, the financial position of ~~Total Renal Care Holdings~~Radiance Medical Systems, Inc. ~~and its subsidiaries~~ at December 31, ~~1995~~ 2000 and ~~1996~~1999, and the results of ~~their~~ its operations and ~~their~~ its cash flows for each of the ~~year ended May 31, 1995,~~ two years in the ~~seven months~~ period ended December 31, ~~1995 and~~ 2000 in conformity with accounting principles generally accepted in the ~~year~~ United States of America. In addition, in our opinion, the financial statement schedule listed in the Index at Item 14(a)(2) for the years ended December 31, ~~1996~~ 2000 and 1999 present fairly, in ~~conformity~~ all material respects, the information set forth therein for the years ended December 31, 2000 and 1999 when read in conjunction with ~~generally accepted accounting principles~~the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted ~~auditing standards~~ in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. PRICEWATERHOUSECOOPERS LLP Orange County, California February 2, 2001, except for Note 15 as to which the ~~opinion expressed above. PRICE WATERHOUSE LLP Seattle~~date is February 16, ~~Washington~~ 2001 and Note 16 as to which the date is February 1328, ~~1997~~ 2001 44 REPORT OF ERNST & YOUNG LLP, INDEPENDENT ~~AUDITORS' REPORT~~ AUDITORS The Board of Directors and ~~Stockholders Total Renal Care Holdings~~Shareholders Radiance Medical Systems, ~~Inc.:~~ Inc. We have audited the consolidated balance sheet of Radiance Medical Systems, Inc. as of December 31, 1998 (not presented herein), and the accompanying related consolidated statements of ~~income~~operations, stockholders' equity and comprehensive income (loss), and cash flows ~~of Total Renal Care Holdings, Inc. (formerly Total Renal Care, Inc.) and subsidiaries~~ for the year ended ~~May~~ December 31, ~~1994~~1998. Our audits also included the financial statement schedule listed in the Index at Item 14(a). These ~~consolidated~~ financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these ~~consolidated~~ financial statements and schedule based on our ~~audit~~audits. We conducted our audit in accordance with auditing standards generally accepted ~~auditing standards~~in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Radiance Medical Systems, Inc. at December 31, 1998, and the consolidated results of its operations and its cash flows ~~of Total Renal Care Holdings, Inc. and subsidiaries~~ for the year ended ~~May~~ December 31, ~~1994~~1998, in conformity with accounting principles generally accepted ~~accounting principles~~in the United States. ~~KPMG Peat Marwick LLP Seattle~~Also, ~~Washington July 8~~in our opinion, ~~1994 1995 1996~~ the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. Orange County, California February 18, 1999 45 RADIANCE MEDICAL SYSTEMS, INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) ASSETS -------- -------- Current assets: Cash and cash equivalents~~..........................~~ ................................. $ ~~30,181,000~~ 2,051 $ ~~19,881,000 Patient accounts receivable~~6,311 Marketable securities available-for-sale, ~~less allowance for doubtful~~ including unrealized gains of $82 and $113, respectively.................................. 8,591 15,162 accounts of $~~5,668,000~~ 150 and $~~7,911,000~~113, respectively~~...................................... 37,884,000 91,009,000 Prepaid expenses and other~~ ............................................ 1,070 564 Other current assets~~.......... 2,973,000 10,771,000 ------------ ------------~~ ...................................... Total current assets~~........................... 75,494,000 131,286,000~~ ............................... Property and equipment: 259 -------- 13,535 -------- 239 -------- 25,872 -------- Less accumulated depreciation and amortization............ Net property and equipment.............................. (1,378)-------- 1,109 (1,799)-------- 743 Marketable securities available-for-sale, ~~net........................ 25,505,000 58,266,000~~ including Intangibles, net of amortization............................ 3,667 2,786 Notes receivable from ~~related parties.............. 1,379,000 1,919,000 Investment~~ officer............................... 118 126 Other assets................................................ 31 43 -------- -------- Current liabilities: Deferred revenue............................................ 786 360 Minority interest........................................... 234 184 -------- -------- 4,762 3,214 -------- -------- Commitments and contingencies (Notes 11 and 15) Stockholders' equity: Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued and outstanding............ -- -- Common stock, $0.001 par value; 30,000,000 shares authorized, 11,896,000 and 13,049,000 shares issued, and 11,210,000, and 13,049,000 shares outstanding at December 31, 1999 and 2000, respectively................ 12 13 Additional paid-in ~~affiliate~~capital................................ 69,483 80,886 Deferred compensation..................................... (524) (208) Accumulated deficit....................................... (40,333) (45,796) Treasury stock, at cost; 686,000 and no common shares at December 31, 1999 and 2000, respectively................ (3,675) -- Accumulated other comprehensive income.................... 148 345 -------- -------- Total stockholders' equity......................... 25,111 35,240 -------- -------- The accompanying notes are an integral part of these Consolidated Financial Statements. RADIANCE MEDICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) YEAR ENDED DECEMBER 31, 1998 1999 2000 Revenue: Operating costs and expenses: Cost of sales............................................. 6,152 2,823 1,465 Research and development.................................. 7,957 8,610 11,508 Marketing and sales....................................... 5,371 1,989 842 General and administrative................................ 2,937 2,468 3,097 Charge for acquired in-process research and development... 234 4,194 -- Minority interest in losses of subsidiary................. ~~972,000 1,018,000~~ (992) (6) (26) Total operating costs and expenses................ 21,659 20,078 16,886 Loss from operations...................................... (9,484) (13,367) (7,947) Other ~~long-term~~ income (expense): Interest income........................................... 1,567 1,246 1,383 Gain (loss) on sale of assets............................. ~~885,000 974,000 Intangible assets, net............................. 59,763,000 180,617,000 ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY~~ (47) 1,335 1,140 Other income (expense).................................... (22) 6 (39) Net loss.................................................... $~~163,998,000~~ (7,986) $~~374,080,000~~ (10,780) $(5,463) ======= ======== ======= Basic and diluted net loss per share........................ $ (0.90) $ (0.98) $ (0.46) ======= Accounts payable................................... $ 7,901,000 $ 9,818,000 Employee compensation and benefits................. 5,012,000 12,360,000 Other accrued liabilities.......................... 7,006,000 7,745,000 Income taxes payable............................... 314,000 Current portion of long-term obligations........... 570,000 2,064,000 ------------ ------------ Total current liabilities...................... 20,803,000 31,987,000 ------------ ------------ Long-term debt..................................... 55,324,000 102,552,000 ------------ ------------ Deferred income taxes.............................. 510,000 2,868,000 ------------ ------------ Other long-term liabilities........................ 1,214,000 993,000 ------------ ------------ Minority interests................................. 3,343,000 4,714,000 Commitments and contingencies (Notes 8, 12 and 13) Stockholders' equity Common stock ($.001 par value, 55,000,000 shares authorized; 22,308,207 and 26,472,982 shares ------------ ------------ Notes receivable from stockholders............... (2,773,000) (2,827,000) Retained deficit................................. (38,155,000) (22,130,000) ------------ ------------ Total stockholders' equity..................... 82,804,000 230,966,000 ------------ ------------ $163,998,000 $374,080,000 ============ ======= Shares used in computing basic and diluted net loss per share..................................................... 8,862 10,951 11,749 ======= See accompanying notes to consolidated financial statements. ------------------------ ------------------------ -------------------------- 1994 1995 1994 1995 1995 1996 (UNAUDITED) (UNAUDITED) Net operating revenues.. $80,470,000 $98,968,000 $53,593,000 $89,711,000 $134,843,000 $272,947,000 ----------- ----------- ----------- ----------- ------------ ------------ Operating expenses Facilities............. 56,828,000 65,583,000 36,012,000 57,406,000 86,977,000 183,987,000 General and administrative........ 7,457,000 9,115,000 4,916,000 7,645,000 11,844,000 19,267,000 Provision for doubtful accounts.............. 1,550,000 2,371,000 1,363,000 1,811,000 2,819,000 5,496,000 Depreciation and amortization.......... 3,752,000 4,740,000 2,586,000 4,383,000 6,537,000 15,368,000 ----------- ----------- ----------- ----------- ------------ ------------ Total operating expenses.............. 69,587,000 81,809,000 44,877,000 71,245,000 108,177,000 224,118,000 ----------- ----------- ----------- ----------- ------------ ------------ Operating income........ 10,883,000 17,159,000 8,716,000 18,466,000 26,666,000 48,829,000 Interest expense........ (56,000) (7,447,000) (3,378,000) (6,291,000) (10,117,000) (7,052,000) Interest income......... 43,000 244,000 78,000 707,000 873,000 1,877,000 ----------- ----------- ----------- ----------- ------------ ------------ Income before income taxes, minority interests and Income taxes............ 4,106,000 3,511,000 1,933,000 4,631,000 6,209,000 16,351,000 ----------- ----------- ----------- ----------- ------------ ------------ Income before minority interests and Minority interests in income of consolidated Income before Extraordinary loss related to early Net income.............. $ 5,718,000 $ 4,852,000 $ 2,650,000 $ 3,912,000 $ 6,114,000 $ 16,025,000 =========== ======~~====~~= =========== =========== ============ ============ Earnings (loss) per common share: Income before extraordinary item.... $ 0.36 $ 0.52 $ 0.92 Extraordinary items.... (0.14) (0.16) (0.30) ------------ ------------ Net income............. $ 0.22 $ 0.36 $ 0.62 =========== ============ ============ Weighted average number of common shares and equivalents Pro forma data (unaudited)............ Net income per common share................. $ 0.22 $ 0.08 =========== =========== Weighted average number of common shares and equivalents See The accompanying notes ~~to consolidated financial statements~~are an integral part of these Consolidated Financial Statements. ~~TOTAL RENAL CARE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF~~ 47 STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS) (IN THOUSANDS, EXCEPT SHARE AMOUNTS) COMMON STOCK ------------------- SHARES AMOUNT ADDITIONAL ~~NOTES RECEIVABLE RETAINED ------------------~~ PAID-IN ~~FROM EARNINGS~~ CAPITAL DEFERRED COMPENSATION ACCUMULATED DEFICIT TREASURY ------------------ SHARES AMOUNT ~~CAPITAL STOCKHOLDERS (DEFICIT) TOTAL Balance at May~~ ACCUMULATED OTHER COMPREHENSIVE INCOME ---------- ------ ---------- ------------ ----------- -------- ------- ------------- BALANCE AT DECEMBER 31, ~~1993................... 66,667~~ 1997.................... 9,389,000 $ ~~29,015,000 $ 29,015,000~~ 9 $60,371 $(634) $(21,567) 345,000 $(2,205) $153 Exercise of common stock options 139,000 1 162 -- -- -- -- -- plan 50,000 Deferred compensation -- 180 -- -- -- -- -- resulting from grant of non-employee options.... -- -- (49) 49 -- -- -- -- compensation............ -- -- -- 176 -- -- -- -- Treasury shares purchased............... -- -- -- -- -- 341,000 (1,470) -- Net ~~income.............. 5,718,000 5,718,000~~ loss.................. -- -- -- -- (7,986) -- -- -- Unrealized gain on investments............. -- -- -- -- -- -- -- 33 Unrealized exchange rate gain.................... -- -- -- -- -- -- -- 276 ---------- ~~------------ ------------ Balance at May~~ --- ------- ----- -------- -------- ------- ---- BALANCE AT DECEMBER 31, 1994................... 66,667 34,733,000 34,733,000 Shares issued to Xxxxx.. 2,933,334 $ 3,000 $ 1,000 4,000 Shares issued in change of control: DLJMB.................. 7,000,000 7,000 10,493,000 10,500,000 Employees.............. 1,246,667 1,000 1,869,000 $ 1998.................... 9,578,000 10 60,664 (~~995,000) 875,000 Shares issued in offering............... 600,000 1,000 899,000 900,000 Stock issuance costs.... (2,172,000~~409) (~~2,172,000~~29,553) ~~Dividend paid to Xxxxx: Cash................... Intercompany~~ 686,000 (~~75,500,000~~3,675) 462 Acquisition of RMS........ 1,900,000 2 8,033 -- -- -- -- -- Exercise of common stock options................. 359,000 -- 259 -- -- -- -- -- Employee stock purchase plan.................... 59,000 -- 168 -- -- -- -- -- Deferred compensation resulting from grant of non-employee options.... -- -- 359 (359) -- -- -- -- Amortization of deferred compensation............ -- -- -- 244 -- -- -- -- Net loss.................. -- -- -- -- (10,780) -- -- -- Unrealized loss on Employee stock purchase Amortization of deferred investments............. -- -- -- -- -- -- -- (202) Unrealized exchange rate loss.................... -- -- -- -- -- -- -- (112) BALANCE AT DECEMBER 31, ---------- --- ------- ----- -------- -------- ------- ---- 1999.................... 11,896,000 12 69,483 (524) (~~75,500,000~~40,333) ~~receivable~~686,000 (3,675) 148 Exercise of common stock options................. 130,000 -- 479 -- -- -- -- -- Employee stock purchase plan.................... 66,000 -- 228 -- -- -- -- -- Sale of common stock (net of costs of $1,217)..... 814,000 1 9,357 -- -- (686,000) 3,675 -- Convertible debenture exercise................ 143,000 -- 1,375 -- -- -- -- -- Deferred compensation resulting from grant of non-employee options.... -- -- (36) 36 -- -- -- -- Amortization of deferred compensation............ ~~Shares issued to employees and others... 765,252 1,000 1,147,000~~ -- -- -- 280 -- -- -- -- Net loss.................. -- -- -- -- (~~513,000~~5,463) (6,152,000) (6,152,000) 635,000 Shares issued in acquisitions........... 297,464 446,000 446,000 Net income.............. ---------- ------- ------------ ----------- 4,852,000 ------------ 4,852,000 ------------ Balance at May 31, 1995................... 12,909,384 13,000 12,683,000 (1,508,000) (42,067,000) (30,879,000) Net proceeds from initial public offering............... 6,900,000 6,000 98,288,000 98,294,000 Shares and options issued in acquisitions........... 742,820 1,000 5,334,000 5,335,000 Shares issued to employees and others... 27,670 59,000 (13,000) 46,000-- -- -- Unrealized gain on

Appears in 1 contract

Samples: 10 K Annual Report

REPORT OF INDEPENDENT ACCOUNTANTS. To the ~~Board~~ Participants and Plan Administrator of ~~Directors~~ the BellSouth Savings and ~~Stockholders of Total Renal Care Holdings, Inc.~~ Security Plan In our opinion, the accompanying ~~consolidated balance sheets~~ statements of net assets available for benefits and the related ~~consolidated~~ statements of ~~income, of stockholders' equity, and of cash flows~~ changes in net assets available for benefits present fairly, in all material respects, the ~~financial position~~ net assets available for benefits of ~~Total Renal Care Holdings, Inc.~~ the BellSouth Savings and ~~its subsidiaries~~ Security Plan (the "Plan") at December 31, ~~1995~~ 1999 and ~~1996~~1998, and the ~~results~~ changes in net assets available for benefits for each of ~~their operations and their cash flows for~~ the ~~year ended May 31, 1995,~~ three years in the ~~seven months~~ period ended December 31, ~~1995 and the year ended December 31, 1996~~ 1999 in conformity with accounting principles generally accepted ~~accounting principles~~in the United States. These financial statements are the responsibility of the ~~Company~~Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted ~~auditing standards~~ in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICE WATERHOUSE LLP Seattle, Washington February 13, 1997 INDEPENDENT AUDITORS' REPORT The Board of Directors and Stockholders Total Renal Care Holdings, Inc.: We have audited the accompanying consolidated statements of income, stockholders' equity and cash flows of Total Renal Care Holdings, Inc. (formerly Total Renal Care, Inc.) and subsidiaries Our audits were conducted for the ~~year ended May 31, 1994. These consolidated~~ purpose of forming an opinion on the basic financial statements ~~are~~ taken as a whole. The supplemental Schedule of Assets Held for Investment Purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the ~~Company~~Plan's management. ~~Our responsibility~~ The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to ~~express an opinion on these consolidated~~ present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedule and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements ~~based~~ and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PricewaterhouseCoopers LLP Atlanta, Georgia June 26, 2000 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333- 31600) of BellSouth Corporation of our ~~audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit~~ report dated June 26, 2000 relating to ~~obtain reasonable assurance about whether~~ the financial statements ~~are free~~ of ~~material misstatement. An audit includes examining~~the BellSouth Savings and Security Plan, ~~on a test basis~~which appears in this Form 00-X. XxxxxxxxxxxxxxxXxxxxxx XXX Xxxxxxx, ~~evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management~~Xxxxxxx June 26, ~~as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.~~ 2000 BELLSOUTH SAVINGS STATEMENT OF NET ASSETS AVAILABLE December (In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Total Renal Care Holdings, Inc. and subsidiaries for the year ended May 31, 1994, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Seattle, Washington July 8, 1994 1995 1996 ASSETS Cash and cash equivalents.......................... $ 30,181,000 $ 19,881,000 Patient accounts receivable, less allowance for doubtful accounts of $5,668,000 and $7,911,000, respectively...................................... 37,884,000 91,009,000 Prepaid expenses and other current assets.......... 2,973,000 10,771,000 ------------ ------------ Total current assets........................... 75,494,000 131,286,000 Property and equipment, net........................ 25,505,000 58,266,000 Notes receivable from related parties.............. 1,379,000 1,919,000 Investment in affiliate, at equity................. 972,000 1,018,000 Other long-term assets............................. 885,000 974,000 Intangible assets, net............................. 59,763,000 180,617,000 ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY $163,998,000 $374,080,000 ============ ============ Accounts payable................................... $ 7,901,000 $ 9,818,000 Employee compensation and benefits................. 5,012,000 12,360,000 Other accrued liabilities.......................... 7,006,000 7,745,000 Income taxes payable............................... 314,000 Current portion of long-term obligations........... 570,000 2,064,000 ------------ ------------ Total current liabilities...................... 20,803,000 31,987,000 ------------ ------------ Long-term debt..................................... 55,324,000 102,552,000 ------------ ------------ Deferred income taxes.............................. 510,000 2,868,000 ------------ ------------ Other long-term liabilities........................ 1,214,000 993,000 ------------ ------------ Minority interests................................. 3,343,000 4,714,000 Commitments and contingencies (Notes 8, 12 and 13) Stockholders' equity Common stock ($.001 par value, 55,000,000 shares authorized; 22,308,207 and 26,472,982 shares ------------ ------------ Notes receivable from stockholders............... (2,773,000) (2,827,000) Retained deficit................................. (38,155,000) (22,130,000) ------------ ------------ Total stockholders' equity..................... 82,804,000 230,966,000 ------------ ------------ $163,998,000 $374,080,000 ============ ============ See accompanying notes to consolidated financial statements. ------------------------ ------------------------ -------------------------- 1994 1995 1994 1995 1995 1996 (UNAUDITED) (UNAUDITED) Net operating revenues.. $80,470,000 $98,968,000 $53,593,000 $89,711,000 $134,843,000 $272,947,000 ----------- ----------- ----------- ----------- ------------ ------------ Operating expenses Facilities............. 56,828,000 65,583,000 36,012,000 57,406,000 86,977,000 183,987,000 General and administrative........ 7,457,000 9,115,000 4,916,000 7,645,000 11,844,000 19,267,000 Provision for doubtful accounts.............. 1,550,000 2,371,000 1,363,000 1,811,000 2,819,000 5,496,000 Depreciation and amortization.......... 3,752,000 4,740,000 2,586,000 4,383,000 6,537,000 15,368,000 ----------- ----------- ----------- ----------- ------------ ------------ Total operating expenses.............. 69,587,000 81,809,000 44,877,000 71,245,000 108,177,000 224,118,000 ----------- ----------- ----------- ----------- ------------ ------------ Operating income........ 10,883,000 17,159,000 8,716,000 18,466,000 26,666,000 48,829,000 Interest expense........ (56,000) (7,447,000) (3,378,000) (6,291,000) (10,117,000) (7,052,000) Interest income......... 43,000 244,000 78,000 707,000 873,000 1,877,000 ----------- ----------- ----------- ----------- ------------ ------------ Income before income taxes, minority interests and Income taxes............ 4,106,000 3,511,000 1,933,000 4,631,000 6,209,000 16,351,000 ----------- ----------- ----------- ----------- ------------ ------------ Income before minority interests and Minority interests in income of consolidated Income before Extraordinary loss related to early Net income.............. $ 5,718,000 $ 4,852,000 $ 2,650,000 $ 3,912,000 $ 6,114,000 $ 16,025,000 =========== =========== =========== =========== ============ ============ Earnings (loss) per common share: Income before extraordinary item.... $ 0.36 $ 0.52 $ 0.92 Extraordinary items.... (0.14) (0.16) (0.30) ------------ ------------ Net income............. $ 0.22 $ 0.36 $ 0.62 =========== ============ ============ Weighted average number of common shares and equivalents Pro forma data (unaudited)............ Net income per common share................. $ 0.22 $ 0.08 =========== =========== Weighted average number of common shares and equivalents See accompanying notes to consolidated financial statements. TOTAL RENAL CARE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY COMMON STOCK ADDITIONAL NOTES RECEIVABLE RETAINED ------------------ PAID-IN FROM EARNINGS SHARES AMOUNT CAPITAL STOCKHOLDERS (DEFICIT) TOTAL Balance at May 31, 1993................... 66,667 $ 29,015,000 $ 29,015,000 Net income.............. 5,718,000 5,718,000 ---------- ------------ ------------ Balance at May 31, 1994................... 66,667 34,733,000 34,733,000 Shares issued to Xxxxx.. 2,933,334 $ 3,000 $ 1,000 4,000 Shares issued in change of control: DLJMB.................. 7,000,000 7,000 10,493,000 10,500,000 Employees.............. 1,246,667 1,000 1,869,000 $ (995,000) 875,000 Shares issued in offering............... 600,000 1,000 899,000 900,000 Stock issuance costs.... (2,172,000) (2,172,000) Dividend paid to Xxxxx: Cash................... Intercompany (75,500,000) (75,500,000) receivable............ Shares issued to employees and others... 765,252 1,000 1,147,000 (513,000) (6,152,000) (6,152,000) 635,000 Shares issued in acquisitions........... 297,464 446,000 446,000 Net income.............. ---------- ------- ------------ ----------- 4,852,000 ------------ 4,852,000 ------------ Balance at May 31, 1995................... 12,909,384 13,000 12,683,000 (1,508,000) (42,067,000) (30,879,000) Net proceeds from initial public offering............... 6,900,000 6,000 98,288,000 98,294,000 Shares and options issued in acquisitions........... 742,820 1,000 5,334,000 5,335,000 Shares issued to employees and others... 27,670 59,000 (13,000) 46,000Tho

Appears in 1 contract

Samples: Annual Report (Bellsouth Corp)

REPORT OF INDEPENDENT ACCOUNTANTS. To the ~~Board~~ Participants and Administrator of ~~Directors~~ The BellSouth Savings and ~~Stockholders of Total Renal Care Holdings, Inc.~~ Security Plan: In our opinion, the accompanying ~~consolidated balance sheets~~ statements of net assets available for benefits and the related ~~consolidated~~ statements of ~~income, of stockholders' equity, and of cash flows~~ changes in net assets available for benefits present fairly, in all material respects, the ~~financial position~~ net assets available for benefits of ~~Total Renal Care Holdings, Inc.~~ the BellSouth Savings and ~~its subsidiaries~~ Security Plan (the "Plan") at December 31, ~~1995~~ 1998 and ~~1996~~1997, and the ~~results~~ changes in net assets available for benefits for each of ~~their operations and their cash flows for~~ the ~~year ended May 31, 1995,~~ three years in the ~~seven months~~ period ended December 31, ~~1995 and the year ended December 31, 1996~~ 1998 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the ~~Company~~Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. ~~PRICE WATERHOUSE LLP Seattle, Washington February 13, 1997 INDEPENDENT AUDITORS' REPORT~~ Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The ~~Board~~ supplemental Schedule of ~~Directors~~ Assets Held for Investment Purposes is presented for the purpose of additional analysis and ~~Stockholders Total Renal Care Holdings, Inc.: We have audited~~ is not a required part of the ~~accompanying consolidated~~ basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of ~~income, stockholders' equity~~ net assets available for benefits and ~~cash flows~~ the statements of ~~Total Renal Care Holdings, Inc. (formerly Total Renal Care, Inc.)~~ changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and ~~subsidiaries~~ changes in net assets available for ~~the year ended May 31, 1994~~benefits of each fund. ~~These consolidated financial statements~~ This supplemental schedule and fund information are the responsibility of the ~~Company~~Plan's management. ~~Our responsibility is~~ The supplemental schedule and fund information have been subjected to ~~express an opinion on these consolidated~~ the auditing procedures applied in the audits of the basic financial statements ~~based~~ and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PricewaterhouseCoopers LLP Atlanta, Georgia June 25, 1999 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-38265) of BellSouth Corporation of our ~~audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit~~ report dated June 25, 1999 relating to ~~obtain reasonable assurance about whether~~ the financial statements ~~are free~~ of ~~material misstatement. An audit includes examining~~the BellSouth Savings and Security Plan, ~~on a test basis~~which appears in this Form 00-X. XxxxxxxxxxxxxxxXxxxxxx XXX Xxxxxxx, ~~evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management~~Xxxxxxx June 25, ~~as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.~~ 1999 BELLSOUTH SAVINGS STATEMENT OF NET ASSETS AVAILABLE December (In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Total Renal Care Holdings, Inc. and subsidiaries for the year ended May 31, 1994, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Seattle, Washington July 8, 1994 1995 1996 ASSETS Cash and cash equivalents.......................... $ 30,181,000 $ 19,881,000 Patient accounts receivable, less allowance for doubtful accounts of $5,668,000 and $7,911,000, respectively...................................... 37,884,000 91,009,000 Prepaid expenses and other current assets.......... 2,973,000 10,771,000 ------------ ------------ Total current assets........................... 75,494,000 131,286,000 Property and equipment, net........................ 25,505,000 58,266,000 Notes receivable from related parties.............. 1,379,000 1,919,000 Investment in affiliate, at equity................. 972,000 1,018,000 Other long-term assets............................. 885,000 974,000 Intangible assets, net............................. 59,763,000 180,617,000 ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY $163,998,000 $374,080,000 ============ ============ Accounts payable................................... $ 7,901,000 $ 9,818,000 Employee compensation and benefits................. 5,012,000 12,360,000 Other accrued liabilities.......................... 7,006,000 7,745,000 Income taxes payable............................... 314,000 Current portion of long-term obligations........... 570,000 2,064,000 ------------ ------------ Total current liabilities...................... 20,803,000 31,987,000 ------------ ------------ Long-term debt..................................... 55,324,000 102,552,000 ------------ ------------ Deferred income taxes.............................. 510,000 2,868,000 ------------ ------------ Other long-term liabilities........................ 1,214,000 993,000 ------------ ------------ Minority interests................................. 3,343,000 4,714,000 Commitments and contingencies (Notes 8, 12 and 13) Stockholders' equity Common stock ($.001 par value, 55,000,000 shares authorized; 22,308,207 and 26,472,982 shares ------------ ------------ Notes receivable from stockholders............... (2,773,000) (2,827,000) Retained deficit................................. (38,155,000) (22,130,000) ------------ ------------ Total stockholders' equity..................... 82,804,000 230,966,000 ------------ ------------ $163,998,000 $374,080,000 ============ ============ See accompanying notes to consolidated financial statements. ------------------------ ------------------------ -------------------------- 1994 1995 1994 1995 1995 1996 (UNAUDITED) (UNAUDITED) Net operating revenues.. $80,470,000 $98,968,000 $53,593,000 $89,711,000 $134,843,000 $272,947,000 ----------- ----------- ----------- ----------- ------------ ------------ Operating expenses Facilities............. 56,828,000 65,583,000 36,012,000 57,406,000 86,977,000 183,987,000 General and administrative........ 7,457,000 9,115,000 4,916,000 7,645,000 11,844,000 19,267,000 Provision for doubtful accounts.............. 1,550,000 2,371,000 1,363,000 1,811,000 2,819,000 5,496,000 Depreciation and amortization.......... 3,752,000 4,740,000 2,586,000 4,383,000 6,537,000 15,368,000 ----------- ----------- ----------- ----------- ------------ ------------ Total operating expenses.............. 69,587,000 81,809,000 44,877,000 71,245,000 108,177,000 224,118,000 ----------- ----------- ----------- ----------- ------------ ------------ Operating income........ 10,883,000 17,159,000 8,716,000 18,466,000 26,666,000 48,829,000 Interest expense........ (56,000) (7,447,000) (3,378,000) (6,291,000) (10,117,000) (7,052,000) Interest income......... 43,000 244,000 78,000 707,000 873,000 1,877,000 ----------- ----------- ----------- ----------- ------------ ------------ Income before income taxes, minority interests and Income taxes............ 4,106,000 3,511,000 1,933,000 4,631,000 6,209,000 16,351,000 ----------- ----------- ----------- ----------- ------------ ------------ Income before minority interests and Minority interests in income of consolidated Income before Extraordinary loss related to early Net income.............. $ 5,718,000 $ 4,852,000 $ 2,650,000 $ 3,912,000 $ 6,114,000 $ 16,025,000 =========== =========== =========== =========== ============ ============ Earnings (loss) per common share: Income before extraordinary item.... $ 0.36 $ 0.52 $ 0.92 Extraordinary items.... (0.14) (0.16) (0.30) ------------ ------------ Net income............. $ 0.22 $ 0.36 $ 0.62 =========== ============ ============ Weighted average number of common shares and equivalents Pro forma data (unaudited)............ Net income per common share................. $ 0.22 $ 0.08 =========== =========== Weighted average number of common shares and equivalents See accompanying notes to consolidated financial statements. TOTAL RENAL CARE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY COMMON STOCK ADDITIONAL NOTES RECEIVABLE RETAINED ------------------ PAID-IN FROM EARNINGS SHARES AMOUNT CAPITAL STOCKHOLDERS (DEFICIT) TOTAL Balance at May 31, 1993................... 66,667 $ 29,015,000 $ 29,015,000 Net income.............. 5,718,000 5,718,000 ---------- ------------ ------------ Balance at May 31, 1994................... 66,667 34,733,000 34,733,000 Shares issued to Xxxxx.. 2,933,334 $ 3,000 $ 1,000 4,000 Shares issued in change of control: DLJMB.................. 7,000,000 7,000 10,493,000 10,500,000 Employees.............. 1,246,667 1,000 1,869,000 $ (995,000) 875,000 Shares issued in offering............... 600,000 1,000 899,000 900,000 Stock issuance costs.... (2,172,000) (2,172,000) Dividend paid to Xxxxx: Cash................... Intercompany (75,500,000) (75,500,000) receivable............ Shares issued to employees and others... 765,252 1,000 1,147,000 (513,000) (6,152,000) (6,152,000) 635,000 Shares issued in acquisitions........... 297,464 446,000 446,000 Net income.............. ---------- ------- ------------ ----------- 4,852,000 ------------ 4,852,000 ------------ Balance at May 31, 1995................... 12,909,384 13,000 12,683,000 (1,508,000) (42,067,000) (30,879,000) Net proceeds from initial public offering............... 6,900,000 6,000 98,288,000 98,294,000 Shares and options issued in acquisitions........... 742,820 1,000 5,334,000 5,335,000 Shares issued to employees and others... 27,670 59,000 (13,000) 46,000Tho

Appears in 1 contract

Samples: Annual Report (Bellsouth Corp)

REPORT OF INDEPENDENT ACCOUNTANTS. To the ~~Board~~ Owners of ~~Directors~~ El Paso Field Services San Xxxx Gathering and ~~Stockholders of Total Renal Care Holdings, Inc.~~ Processing Businesses Typhoon Gas Pipeline Typhoon Oil Pipeline Coastal Liquids Partners NGL business: In our opinion, the accompanying ~~consolidated~~ combined balance sheets and the related ~~consolidated~~ combined statements of income, ~~of stockholders~~cash flows, owners' ~~equity,~~ net investment and ~~of cash flows~~ comprehensive income and changes in accumulated other comprehensive income present fairly, in all material respects, the financial position of ~~Total Renal Care Holdings~~El Paso Field Services San Xxxx Gathering and Processing Businesses, ~~Inc.~~ the Typhoon Gas Pipeline, the Typhoon Oil Pipeline, and ~~its subsidiaries~~ the Coastal Liquids Partners NGL business (collectively, the "Businesses") at December 31, ~~1995~~ 2001 and ~~1996~~2000, and the results of their operations and their cash flows for the ~~year ended May 31, 1995,~~ three years in the ~~seven months~~ period ended December 31, ~~1995 and the year ended December 31, 1996~~ 2001 in conformity with accounting principles generally accepted ~~accounting principles~~in the United States of America. These financial statements are the responsibility of the ~~Company's~~ Businesses' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted ~~auditing standards~~ in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICE WATERHOUSE LLP Seattle, Washington February 13, 1997 INDEPENDENT AUDITORS' REPORT The Board of Directors and Stockholders Total Renal Care Holdings, Inc.: We have audited the accompanying consolidated statements of income, stockholders' equity and cash flows of Total Renal Care Holdings, Inc. (formerly Total Renal Care, Inc.) and subsidiaries for the year ended May 31, 1994. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. ~~In our opinion~~As described in Note 2 to the combined financial statements, the ~~consolidated~~ Businesses adopted Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, on January 1, 2001. As described in Note 7 to the combined financial statements, the Businesses have significant transactions and relationships with affiliated entities. Because of these relationships, it is possible that the terms of these transactions are not the same as those that would result from transactions among wholly unrelated parties. Furthermore, as discussed in Note 2, the combined financial statements ~~referred to above present fairly~~include various cost allocations and management estimates based on assumptions that management believes are reasonable under the circumstances. However, ~~in all material respects~~these allocations and estimates are not necessarily indicative of the costs and expenses that would have resulted had the Businesses been operated as a separate entity. /s/ PRICEWATERHOUSECOOPERS LLP Houston, ~~the results of operations and cash flows of Total Renal Care Holdings~~Texas August 10, Inc. and subsidiaries for the year ended May 31, 1994, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Seattle, Washington July 8, 1994 1995 1996 ASSETS Cash and cash equivalents.......................... $ 30,181,000 $ 19,881,000 Patient accounts receivable, less allowance for doubtful accounts of $5,668,000 and $7,911,000, respectively...................................... 37,884,000 91,009,000 Prepaid expenses and other current assets.......... 2,973,000 10,771,000 ------------ ------------ Total current assets........................... 75,494,000 131,286,000 Property and equipment, net........................ 25,505,000 58,266,000 Notes receivable from related parties.............. 1,379,000 1,919,000 Investment in affiliate, at equity................. 972,000 1,018,000 Other long-term assets............................. 885,000 974,000 Intangible assets, net............................. 59,763,000 180,617,000 ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY $163,998,000 $374,080,000 ============ ============ Accounts payable................................... $ 7,901,000 $ 9,818,000 Employee compensation and benefits................. 5,012,000 12,360,000 Other accrued liabilities.......................... 7,006,000 7,745,000 Income taxes payable............................... 314,000 Current portion of long-term obligations........... 570,000 2,064,000 ------------ ------------ Total current liabilities...................... 20,803,000 31,987,000 ------------ ------------ Long-term debt..................................... 55,324,000 102,552,000 ------------ ------------ Deferred income taxes.............................. 510,000 2,868,000 ------------ ------------ Other long-term liabilities........................ 1,214,000 993,000 ------------ ------------ Minority interests................................. 3,343,000 4,714,000 Commitments and contingencies (Notes 8, 12 and 13) Stockholders' equity Common stock ($.001 par value, 55,000,000 shares authorized; 22,308,207 and 26,472,982 shares ------------ ------------ Notes receivable from stockholders............... (2,773,000) (2,827,000) Retained deficit................................. (38,155,000) (22,130,000) ------------ ------------ Total stockholders' equity..................... 82,804,000 230,966,000 ------------ ------------ $163,998,000 $374,080,000 ============ ============ See accompanying notes to consolidated financial statements. ------------------------ ------------------------ -------------------------- 1994 1995 1994 1995 1995 1996 (UNAUDITED) (UNAUDITED) Net operating revenues.. $80,470,000 $98,968,000 $53,593,000 $89,711,000 $134,843,000 $272,947,000 ----------- ----------- ----------- ----------- ------------ ------------ Operating expenses Facilities............. 56,828,000 65,583,000 36,012,000 57,406,000 86,977,000 183,987,000 General and administrative........ 7,457,000 9,115,000 4,916,000 7,645,000 11,844,000 19,267,000 Provision for doubtful accounts.............. 1,550,000 2,371,000 1,363,000 1,811,000 2,819,000 5,496,000 Depreciation and amortization.......... 3,752,000 4,740,000 2,586,000 4,383,000 6,537,000 15,368,000 ----------- ----------- ----------- ----------- ------------ ------------ Total operating expenses.............. 69,587,000 81,809,000 44,877,000 71,245,000 108,177,000 224,118,000 ----------- ----------- ----------- ----------- ------------ ------------ Operating income........ 10,883,000 17,159,000 8,716,000 18,466,000 26,666,000 48,829,000 Interest expense........ (56,000) (7,447,000) (3,378,000) (6,291,000) (10,117,000) (7,052,000) Interest income......... 43,000 244,000 78,000 707,000 873,000 1,877,000 ----------- ----------- ----------- ----------- ------------ ------------ Income before income taxes, minority interests and Income taxes............ 4,106,000 3,511,000 1,933,000 4,631,000 6,209,000 16,351,000 ----------- ----------- ----------- ----------- ------------ ------------ Income before minority interests and Minority interests in income of consolidated Income before Extraordinary loss related to early Net income.............. $ 5,718,000 $ 4,852,000 $ 2,650,000 $ 3,912,000 $ 6,114,000 $ 16,025,000 =========== =========== =========== =========== ============ ============ Earnings (loss) per common share: Income before extraordinary item.... $ 0.36 $ 0.52 $ 0.92 Extraordinary items.... (0.14) (0.16) (0.30) ------------ ------------ Net income............. $ 0.22 $ 0.36 $ 0.62 =========== ============ ============ Weighted average number of common shares and equivalents Pro forma data (unaudited)............ Net income per common share................. $ 0.22 $ 0.08 =========== =========== Weighted average number of common shares and equivalents See accompanying notes to consolidated financial statements. TOTAL RENAL CARE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY COMMON STOCK ADDITIONAL NOTES RECEIVABLE RETAINED ------------------ PAID-IN FROM EARNINGS SHARES AMOUNT CAPITAL STOCKHOLDERS (DEFICIT) TOTAL Balance at May 31, 1993................... 66,667 $ 29,015,000 $ 29,015,000 Net income.............. 5,718,000 5,718,000 ---------- ------------ ------------ Balance at May 31, 1994................... 66,667 34,733,000 34,733,000 Shares issued to Xxxxx.. 2,933,334 $ 3,000 $ 1,000 4,000 Shares issued in change of control: DLJMB.................. 7,000,000 7,000 10,493,000 10,500,000 Employees.............. 1,246,667 1,000 1,869,000 $ (995,000) 875,000 Shares issued in offering............... 600,000 1,000 899,000 900,000 Stock issuance costs.... (2,172,000) (2,172,000) Dividend paid to Xxxxx: Cash................... Intercompany (75,500,000) (75,500,000) receivable............ Shares issued to employees and others... 765,252 1,000 1,147,000 (513,000) (6,152,000) (6,152,000) 635,000 Shares issued in acquisitions........... 297,464 446,000 446,000 Net income.............. ---------- ------- ------------ ----------- 4,852,000 ------------ 4,852,000 ------------ Balance at May 31, 1995................... 12,909,384 13,000 12,683,000 (1,508,000) (42,067,000) (30,879,000) Net proceeds from initial public offering............... 6,900,000 6,000 98,288,000 98,294,000 Shares and options issued in acquisitions........... 742,820 1,000 5,334,000 5,335,000 Shares issued to employees and others... 27,670 59,000 (13,000) 46,0002002

Appears in 1 contract

Samples: Acquisition Agreement

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