Fresenius Medical Care AG & Co. KGaA (FWB: FME, FME3) (NYSE: FMS, FMS-p), the world's largest provider of dialysis products and services, and its wholly-owned subsidiary, Fresenius Medical Care Holdings, Inc., today announced the closing of the acquisition of Renal Care Group, Inc. (NYSE: RCI) effective March 31, 2006. The closing follows the completion of the Federal Trade Commission's review of the acquisition and the issuance of a consent order to permit the closing of the acquisition.
To finance the acquisition, Fresenius Medical Care today entered into and drew upon a replacement $4.6 billion senior credit facility, with Banc of America Securities LLC and Deutsche Bank Securities Inc. serving as joint lead arrangers. The new senior credit facility consists of a five year $1 billion revolving credit facility, a five year $1.85 billion term loan A facility and a seven year $1.75 billion term loan B facility.
Immediately prior to the acquisition, Florence Acquisition, Inc, a subsidiary of Fresenius Medical Care, accepted its previously announced tender offer and consent solicitation for $159,685,000 in outstanding principal amount of 9% Senior Subordinated Notes of Renal Care Group for a total consideration of $1,097.95 per $1,000 principal amount of Notes. All of the Notes were tendered and all obligations of Renal Care Group and its subsidiaries in respect of the Notes have now been discharged. Credit Suisse Securities (USA) LLC acted as Dealer Manager for the tender offer and as Solicitation Agent for the consent solicitation.
Ben Lipps, Chief Executive Officer of Fresenius Medical Care, commented: "We are very pleased to complete the acquisition of Renal Care Group. This is a milestone for our company. Clearly, we create the most valuable vertically integrated provider of patient care and dialysis products. This makes us unique and strengthens our position as the world's largest renal therapy company. As we combine the best of both companies, we do so for the benefit of all – patients, employees, physicians, customers and shareholders. Along with our commitment to innovate, we are always seeking to achieve the best-possible quality in every aspect of renal therapies."
After completion of the divestitures required by the FTC consent order, Fresenius Medical Care will own and operate approximately 1,500 dialysis clinics in North America, serving approximately 115,000 patients.
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Fresenius Medical Care is the world's largest, integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 1,400,000 individuals worldwide. Through its network of approximately 2,000 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to approximately 157,000 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.
For more information about Fresenius Medical Care visit the Company's website at www.fmc-ag.com.
Fresenius Biotech and Nabi Biopharmaceuticals (Nasdaq: NABI) have signed an agreement to advance the ongoing clinical development of the immuno-suppressant ATG-Fresenius S for the U.S. market. The agreement also grants Nabi Biopharmaceuticals exclusive sales and distribution rights in North America for ATG-Fresenius S for up to 15 years following approval by the U.S. Food and Drug Administration (FDA).
Nabi Biopharmaceuticals will be responsible for the clinical development, regulatory approval, marketing and sales in the U.S. Fresenius Biotech will receive milestone and licensing payments and supply ATG-Fresenius S to Nabi Biopharmaceuticals.
Dr. Thomas Gottwald, CEO of Fresenius Biotech: "We are very pleased to have found an experienced partner in transplantation medicine that can continue and expand the current clinical development program of ATG-Fresenius S. Nabi Biopharmaceuticals created what today is a very favorable commercial product in Nabi-HB, the current gold standard in the U.S for prevention of re-infection with hepatitis B in liver transplant patients."
In January of this year, Fresenius Biotech announced that it would continue the clinical development program with another partner after Enzon Pharmaceuticals had terminated its Licensing Agreement with Fresenius Biotech. Enzon had decided to redirect its research and development investments.
ATG-Fresenius S is an immuno-suppressive polyclonal antibody and is used for the induction of immuno-suppression and rescue therapy of acute rejection following solid organ transplantation. Fresenius Biotech currently markets the drug in more than 60 countries.
Fresenius Biotech GmbH is a company of the Fresenius Health Care Group, focused on the development and marketing of biopharmaceuticals in the fields of oncology, immunology and regenerative medicine.
Nabi Biopharmaceuticals leverages its experience and knowledge in powering the immune system to develop and market products that fight serious medical conditions. The company has three products on the market today: PhosLo® (calcium acetate), Nabi-HB® [Hepatitis B Immune Globulin (Human)], and Aloprim™ (allopurinol sodium) for Injection. Nabi Biopharmaceuticals is focused on developing products that address unmet medical needs and offer commercial opportunities in its core business areas: Gram-positive bacterial infections, hepatitis, kidney disease (nephrology) and nicotine addiction.
For a complete list of pipeline products, please go to http://www.nabi.com/pipeline/index.php. The company is headquartered in Boca Raton, Florida. For additional information about Nabi Biopharmaceuticals, please visit its website at: www.nabi.com.
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Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and the ambulatory medical care of patients. In 2005, sales were € 7.9 billion. On December 31, 2005 the Fresenius Group had 91,971 employees worldwide.
Fresenius Medical Care AG & Co. KGaA (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p), the world's largest provider of dialysis products and services, today announced that its subsidiaries, Fresenius Medical Care Holdings, Inc. and Renal Care Group, Inc., completed the sale of 96 freestanding renal dialysis centers to a wholly-owned subsidiary of DSI Holding Company, Inc ("DSI"), including centers divested pursuant to a consent agreement with the Federal Trade Commission ("FTC"). An additional 9 centers located in Illinois will be sold upon receipt of Illinois regulatory approval, which is expected in the second quarter of 2006. The sale was made pursuant to an agreement to sell a total of 105 centers.
Fresenius Medical Care will receive aggregate cash consideration of approximately $511 million for all of the centers being divested, subject to post-closing adjustments.
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Fresenius Medical Care is the world's largest, integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 1,400,000 individuals worldwide. Through its network of approximately 2,000 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to approximately 157,000 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.
For more information about Fresenius Medical Care visit the Company's website at www.fmc-ag.com.
Fresenius Medical Care AG & Co. KGaA (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p), the world's largest provider of dialysis products and services, is one of the few German companies to voluntarily adopt new U.S. regulations early and assessed the Company's internal control over financial reporting as effective. The purpose of the law is to increase investors' confidence in capital markets by improving the financial reporting and the existence and effectiveness of internal controls of listed companies. The Sarbanes-Oxley Act was passed by U.S. Congress in July 2002 and was initiated by Senator Paul Sarbanes and Representative Michael Oxley. Foreign companies (so called foreign filers) like Fresenius Medical Care that are listed on U.S. stock exchanges are not required to comply with Section 404 of the Sarbanes-Oxley Act for fiscal years ending before July 15, 2006.
"Early compliance with the new regulations benefit shareholders and other stakeholders by providing an added level of confidence already in our 2005 financial statements. Fresenius Medical Care has traditionally been managed according to high standards of corporate governance. As such, we were able to implement the guidelines quickly and reliably. By implementing Section 404 rules in advance of the requirement date, we have further increased the transparency of our financial reporting and strengthened the internal controls related to our processes," said Lawrence Rosen, Chief Financial Officer of Fresenius Medical Care.
Section 404 is one of the key components of the Sarbanes-Oxley Act and assigns responsibility to the Management Board for an internal control system that ensures reliable financial reporting. The law requires comprehensive documentation of not only processes and controls but also of the assessment of these controls and the evaluation of any deficiencies that may be detected.
Special project teams at Fresenius Medical Care began evaluating and documenting processes and related internal controls in April 2003 in anticipation of the new regulations. The project teams are comprised of internal auditors and employees from all business segments. A steering committee led by the Chief Financial Officer regularly discusses the project team work and compliance with the Sarbanes-Oxley Act. The committee also reviews potential control deficiencies and remediation initiatives. The Supervisory Board's Audit Committee also regularly receives information on this topic. As part of the 2005 financial reporting, the Management Board of Fresenius Medical Care has provided written assurance that the internal control system is effective as of December 31, 2005. The effectiveness of the internal controls over financial reporting as well as the assessment by management have been audited.
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Fresenius Medical Care is the world's largest, integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 1,400,000 individuals worldwide. Through its network of approximately 2,000 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to approximately 157,000 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.
For more information about Fresenius Medical Care visit the Company's website at www.fmc-ag.com.
- Sales: Euro 2.4 billion, + 34 % at actual rates,+ 27 % in constant currency
- EBIT: Euro 291 million, + 37 % at actual rates , + 31 % in constant currency
- Net income: Euro 65 million, + 41 % at actual rates, + 35 % in constant currency
- All business segments above budget
- Excellent business performance at Fresenius Medical Care
- Record sales and earnings at Fresenius Kabi
- Fresenius ProServe with good earnings development in all segments
- Overproportional share of expected one-time expenses already included in the first quarter 2006
Group outlook for 2006 confirmed
Based on the strong financial results for the first quarter, Fresenius fully confirms its positive outlook for 2006 and expects an increase of about 30 % in Group sales to approximately Euro 10.5 billion.
Net income is projected to grow by more than 30 % in constant currency. The net income guidance already includes an amount of approximately Euro 30 million (after tax) associated with expected one-time expenses as well as with expenses related to the stock option accounting change.
Investments in property, plant and equipment and intangible assets are projected to increase to approximately Euro 550 to 600 million.
Strong organic sales growth
In the first quarter 2006, Group sales increased by 34 % to Euro 2,388 million (Q1 2005: Euro 1,787 million). Organic growth was excellent, contributing 9 % to revenue growth. Acquisitions contributed 18 %, in particular due to the first-time consolidation of HELIOS Kliniken in the income statement. Currency translation effects contributed by 7 % to revenue growth.
Remarkable sales growth of 9 % in constant currency was achieved in North America. In Europe, sales rose significantly due to the first-time consolidation of HELIOS Kliniken. Organic growth was 7 %. Additionally, excellent growth rates were achieved in the emerging markets, with constant-currency sales up 27 % in Asia-Pacific, 26 % in Latin America and 16 % in Africa.
Sales contribution of the three business segments:
Fresenius ProServe's increased sales contribution is the result of the first-time consolidation of HELIOS Kliniken.
Strong earnings growth
EBITDA increased by 33 % in actual rates or 27 % in constant currency to Euro 377 million (Q1 2005: Euro 284 million). Group EBIT rose 37 % at actual rates and 31 % in constant currency to Euro 291 million (Q1 2005: Euro 212 million). All business segments achieved an excellent EBIT growth. The Group EBIT margin improved to 12.2 % (Q1 2005: 11.9 %).
Group net interest was Euro -84 million (Q1 2005: -47 million). This includes one-time expenses of Euro 25 million associated with the refinancing of Group debt. The tax rate for the first quarter of 2006 was 36.7 % (Q1 2005: 39.4 %).
Minority interest was Euro 66 million (Q1 2005: Euro 54 million). 93 % was attributable to the minority interest of Fresenius Medical Care.
Group net income grew significantly by 41 % at actual rates and 35 % in constant currency to Euro 65 million (Q1 2005: Euro 46 million). This result includes one-time expenses of approximately Euro 13 million primarily for the refinancing of debt as well as for expenses related to the stock option accounting change.
Earnings per ordinary share rose to Euro 1.28 (Q1 2005: Euro 1.11) while earnings per preference share rose to Euro 1.29 (Q1 2005: Euro 1.12). This is an increase of 15 % for both share classes (9 % in constant currency). Primarily due to the capital increase in December 2005 the average number of shares grew to 50,785,222.
Investments
Due to the acquisition of Renal Care Group, Group investments in the first quarter of 2006 increased to Euro 3.39 billion (Q1 2005: Euro 229 million). Euro 3.29 million was spent on acquisitions (Q1 2005: Euro 181 million). Euro 100 million was spent for property, plant and equipment and intangible assets (Q1 2005: Euro 48 million).
Cash flow
Operating cash flow increased by 11 % to Euro 186 million (Q1 2005: Euro 168 million). Key drivers were the significant improvement in earnings whereas the increase in working capital due to business expansion had a negative effect. Cash flow before acquisitions and dividends was Euro 91 million (Q1 2005: Euro 126 million). The acquisition of Renal Care Group was financed through bank debt.
Solid balance sheet structure
Total assets increased by 35 % to Euro 15,687 million (December 31, 2005: Euro 11,594 million). In constant currency, total assets grew 37 %. The substantial increase in assets is mainly related to the Renal Care Group acquisition which was consolidated in the balance sheet for the first time as of March 31, 2006. Current assets increased 28 % to Euro 4,506 million (December 31, 2005: Euro 3,531 million). Non-current assets were Euro 11,181 million (Q1 2005: Euro 8,063 million), an increase of 39 %. This was primarily due to an increase in goodwill.
Group debt increased to Euro 6,657 million (December 31, 2005: Euro 3,502 million) due to financing of the Renal Care Group acquisition.
Including Renal Care Group's EBITDA contribution the net debt/EBITDA ratio was 3.5 (December 31, 2005: 2.3).
Shareholders' equity including minority interest was Euro 5,546 million, 8 % above the figure of Euro 5,130 million as of December 31, 2005. This was due to the very good earnings development and the first-time consolidation of the Renal Care Group. As a result of the financing of the Renal Care Group acquisition the equity ratio (including minority interests) decreased to 35.4 % (December 31, 2005: 44.2 %).
Employee numbers exceeds 100,000
As of March 31, 2006, the Group had 100,934 employees worldwide (December 31, 2005: 91,971). The increase of 8,963 employees is principally due to the acquisition of the Renal Care Group.
Fresenius Biotech
Fresenius Biotech develops innovative therapies with trifunctional antibodies for the treatment of cancer as well as cell therapies for the treatment of the immune system. In the field of polyclonal antibodies, Fresenius Biotech has successfully marketed ATG-Fresenius S for many years. ATG-Fresenius S is an immunosuppressive agent used to prevent and treat graft rejection following organ transplantation.
Fresenius Biotech has successfully continued its clinical study program: In the field of the trifunctional antibody therapies for the treatment of cancer, Fresenius Biotech expects results from the ovarian cancer study in June 2006. The results from the malignant ascites study are expected at the end of this year.
A phase II study on malignant ascites has started in the US as planned. The U.S. Food and Drug Administration (FDA) granted Fast Track Status in the approval process for this indication. The Fast Track process provides a particularly close working relationship with the FDA in order to accelerate the development and approval of pharmaceuticals to treat potentially fatal diseases for which adequate therapies are not yet available.
A phase II study on breast cancer has started in March 2006. About 40 patients will be included in the trial. A phase II study for the treatment of gastric cancer with approximately 50 patients is scheduled to begin mid-2006.
For the full year 2006, Fresenius Biotech continues to expect an EBIT in the range of Euro -45 to -50 million, largely due to the expanded clinical study program.
The Business Segments
Fresenius Medical Care
Fresenius Medical Care is the world's leading provider of products and services for patients with chronic kidney failure. As of March 31, 2006, Fresenius Medical Care (incl. Renal Care Group and after divestitures) was serving approximately 158,700 patients in 2,045 dialysis clinics.
* before one-time expenses and expenses related to the stock option accounting change
- Excellent sales and earnings growth
- Renal Care Group acquisition successfully completed at the end of March 2006
- Outlook confirmed
Fresenius Medical Care achieved sales growth of 9 % to US$ 1,747 million (Q1 2005: US$ 1,609 million). In North America, Fresenius Medical Care increased sales by 10 % to US$ 1,194 million (Q1 2005: US$ 1,088 million). Sales outside North America ("International") grew by 6 % (12 % in constant currency) to US$ 553 million (Q1 2005: US$ 521 million). Sales in dialysis care increased by 9 % to US$ 1,273 million (Q1 2005: US$ 1,162 million). In dialysis products, Fresenius Medical Care achieved sales growth of 11 % in constant currency to US$ 474 million (Q1 2005: US$ 447 million).
Net income increased by 8 % to US$ 116 million (Q1 2005: US$ 107 million). Net income includes US$ 11 million of costs for the stock option accounting change and for one-time expenses related to the change of the company's legal form and the refinancing of Fresenius Medical Care debt. Excluding the above one-time expenses net income was up 18 % to US$ 127 million.
For the year 2006, Fresenius Medical Care confirms its outlook and expects to report revenue of more than US$ 8 billion. The company expects reported net income for 2006 to be between US$ 515 million and US$ 535 million. Guidance provided by the company does not take into effect any expected one-time items and the stock option accounting change - SFAS 123(R) in the fiscal year 2006. Fresenius Medical Care expects the after tax impact of the one-time items and SFAS 123(R) to be around US$ 60 million for the full year 2006.
For further information, please see Fresenius Medical Care's Investor News at www.fmc-ag.com.
Fresenius Kabi
Fresenius Kabi offers infusion therapies and clinical nutrition for seriously and chronically ill patients in the hospital and out-patient environments. The company is also a leading provider of transfusion technology products.
- Strong organic sales growth in all regions
- Excellent EBIT growth and further margin improvement achieved
- Outlook for 2006 confirmed
Fresenius Kabi's sales increased by 17 % to Euro 466 million (Q1 2005: Euro 398 million). The company achieved strong organic growth of 9 %, partially supported by an increased number of working days compared to the first quarter of 2005. Acquisitions, primarily Clinico and the first-time consolidation of Pharmatel, contributed 5 % to sales. Currency translation added 3 % to growth.
Sales in Europe (excluding Germany) increased by 10 % in constant currency. Sales in Germany rose 6 %. Fresenius Kabi continued to grow exceptionally outside of Europe and achieved a constant-currency sales growth of 38 % in Asia-Pacific, 25 % in Latin America and 40 % in Africa.
Fresenius Kabi showed an excellent performance at the EBIT level, with an increase of 31 % to Euro 68 million (Q1 2005: Euro 52 million). The EBIT margin improved to 14.6 %, which is fully in line with the forecast for the full year. Net profit rose to Euro 26 million versus Euro 24 million in Q1 2005. This includes one-time expenses of Euro 8 million for the redemption of the 2003 Eurobond.
Fresenius Kabi confirms its outlook for the full year 2006: Sales are expected to increase about 10 % in constant currency due to strong organic sales growth and the first-time consolidation of Clinico and Pharmatel. Cost reductions in production combined with the projected sales growth will result in a significant earnings improvement in 2006. Fresenius Kabi's EBIT-margin is projected to increase to 14.5 to 15.0 %.
Fresenius ProServe
Fresenius ProServe is a leading German hospital operator with more than 50 hospitals. Moreover, the company offers engineering and services for hospitals and other health care facilities as well as for the pharmaceutical industry.
- Sales and earnings get off to a good start in all segments
- Business performance fully in line with forecast
- Outlook for 2006 confirmed
In the first quarter of 2006, Fresenius ProServe achieved excellent financial results. Sales grew by 1 % to Euro 476 million (Q1 2005: incl. HELIOS Kliniken: Euro 469 million; as reported: Euro 171 million). Organic growth was 3 %.
EBIT increased by 11 % to Euro 30 million (Q1 2005: incl. HELIOS Kliniken: Euro 27 million, as reported: Euro 3 million;).
For greater transparency we are reporting sales and EBIT of the hospital operations business and the engineering & services business separately in future. The hospital operations business comprises the HELIOS Kliniken Group including Wittgensteiner Kliniken. The engineering & services business covers the activities of VAMED and Pharmaplan.
Sales in hospital operations (HELIOS Kliniken incl. Wittgensteiner Kliniken) were at previous year's level with Euro 383 million. Organic growth was 2 %. EBIT increased to Euro 27 million in Q1 2006. The EBIT margin improved to 7.0 % (Q1 2005 incl. HELIOS Kliniken: Euro 25 million, EBIT margin: 6.5 %).
In March 2006, HELIOS Kliniken has agreed to acquire a majority stake in HUMAINE Kliniken GmbH. HUMAINE operates six acute and post acute care hospitals with a total of 1,850 beds, thereof 1,530 in the acute care area. The group achieved sales of Euro 197 million and operating profit (EBIT) of Euro 14 million. The transaction is expected to be completed in mid-2006. The acquisition of HUMAINE will be accretive to Fresenius Group's earnings per share in the fiscal year 2006.
Sales in the engineering & services business (VAMED, Pharmaplan) increased by 8 % to Euro 93 million (Q1 2005: Euro 86 million). EBIT was up 67 % to Euro 5 million (Q1 2005: Euro 3 million). Order intake and order backlog continued to develop very positively: Order intake increased by 40 % to Euro 66 million in Q1 2006 (Q1 2005: Euro 47 million). Order backlog rose 2 % to Euro 367 million as of March 31, 2006 (Q1 2005: Euro 360 million).
For the full year 2006 Fresenius ProServe expects sales growth of 1 to 3 % before acquisitions, based on 2005 revenues including HELIOS of Euro 2,009 million. EBIT is forecast to rise to Euro 140 to150 million (2005 incl. HELIOS: Euro 125 million).
Conference Call
As part of the publication of our results of the first quarter 2006, a conference call will be held on May 3, 2006 at 2.00 p.m. CEDT (8.00 a.m. EDT). We invite all investors to follow the conference call over the Internet under Investor Relations / Presentations. Following the conference, a recording of the call will be available as video-on-demand.
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Fresenius Group in Figures
Consolidated statement of income (US GAAP) (unaudited)
(see PDF-File)
Summary First Quarter 2006:
- Net Revenue : $ 1,747 million, + 9%
- Operating Income (EBIT): $ 244 million, + 11%
- Operating Income (EBIT) excluding SFAS 123 (R) and one-time-costs: $ 247 million, + 12%
- Net Income: $ 116 million, + 8%
- Net Income excluding SFAS 123 (R) and one-time-costs: $ 127 million, + 18%
Fresenius Medical Care AG & Co. KGaA ("the Company") (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p), the world's largest provider of Dialysis Products and Services, today announced the results for the first quarter 2006.
Revenue
Total revenue for the first quarter 2006 compared to the first quarter 2005 increased by 9% (10% at constant currency) to $1,747 million. Total organic revenue growth worldwide was 9%. Dialysis Services revenue grew by 9% to $1,273 million (10% at constant currency) in the first quarter of 2006. Dialysis Product revenue increased by 6% to $474 million (11% at constant currency) in the same period.
North America revenue increased by 10% to $1,194 million. Dialysis Services revenue increased by 9% to $1,059 million. Average revenue per treatment for the U.S. clinics increased by 6% to $310 in the first quarter 2006 as compared to $293 for the same quarter in 2005. Dialysis Product revenue increased by 12% to $134 million led by strong sales of our 2008K hemodialysis machines and single-use dialyzer sales (Carepak™).
International revenue was $553 million, an increase of 6% (12% at constant currency) as compared to the first quarter of 2005. Dialysis Services revenue reached $213 million, an increase of 10% (15% at constant currency). Dialysis Product revenue increased by 4% to $340 million (10% at constant currency), led by strong machine (both the 4008 and 5008 series) and peritoneal dialysis sales.
Earnings
Operating income (EBIT) increased by 11% to $244 million. Operating income for the first quarter 2006 includes $3 million of costs related to the change of accounting principles for stock options (SFAS 123R) and one-time costs associated with the transformation of Fresenius Medical Care's legal form into a Kommanditgesellschaft auf Aktien (or KGaA, a partnership limited by shares) and related legal fees.
Excluding these costs, operating income for the first quarter 2006 increased on a comparable basis by 12% to $247 million. This very good performance resulted in an operating margin of 14.2% as compared to 13.7% for the same quarter in 2005.
Compared with the first quarter 2005, the operating margin in North America increased by 40 basis points to 13.8%. In our International segment, the operating margin increased by 150 basis points to 17.3%. Our strong operational performance in the International segment was positively impacted by improvements in key countries in Latin America and Asia Pacific and reimbursement increases in some dialysis service countries as well as very strong product sales.
Net interest expense increased by 33% to $56 million compared to the same quarter in 2005. The increase was due to write-off of one-time deferred financing costs related to the 2003 senior credit facility of $15 million.
Income tax expense was $71 million in the first quarter of 2006 as compared to $70 million in the first quarter 2005, reflecting effective tax rates of 37.9% and 39.2%, respectively.
Net income for the first quarter 2006 was $ 116 million, an increase of 8%. Excluding one-time costs, net income increased on a comparable basis by 18% to $127 million. Due to this very positive development, the net income margin increased to 7.3% of sales compared with 6.7% in the first quarter 2005.
Earnings per share (EPS) 1) for the first quarter of 2006 rose by 7% to $1.19 per ordinary share ($0.40 per American Depositary Share (ADS)), as compared to $1.11 ($0.37 per ADS) for the first quarter of 2005. The weighted average number of shares outstanding for the first quarter of 2006 was approximately 97.8 million shares, as compared to 96.3 million shares for the first quarter 2005. The increase in shares outstanding results from stock option exercises in 2005 and in the first quarter 2006.
1) Conversion of preference shares treated as capital contributions, subject to change.
Cash Flow
In the first quarter of 2006, the Company generated $162 million in net cash from operations, or 9.3% of revenue, compared to $138 million last year. The increase was mainly due to lower income tax payments in North America.
A total of $65 million (net of disposals) was spent for capital expenditures. Free Cash Flow before acquisitions was $97 million compared to $98 million in the first quarter of 2005. Days Sales Outstanding (DSO) in the first quarter of 2006 decreased by another 4 days to 78 days from the fourth quarter 2005. Compared with the first quarter of the previous year DSO were reduced by 6 days.
A total of $10 million in cash was used for acquisitions excluding the RCG acquisition. The Free Cash Flow after acquisitions excluding the RCG acquisition increased by 14% to $87 million compared to $76 million last year. Including the RCG acquisition, a total of $3,951 million in cash was used for acquisitions.
Patients - Clinics – Treatments
As of March 31, 2006, Fresenius Medical Care treated approximately 133,100 patients worldwide, which represents a 6% increase in patients compared with Q1 of last year. North America provided dialysis treatments for more than 89,800 patients (up 3%) and the International segment served approximately 43,300 patients (up 11%). Including Renal Care Group and after divestitures, the Company provides dialysis for approximately 158,700 patients worldwide, thereof 115,400 patients in North America.
As of March 31, 2006, the Company operated a total of 1,700 clinics worldwide, comprised of 1,165 clinics, an increase of 2% in North America, and 535 clinics, an increase of 9%, in the International segment. Including Renal Care Group and after divestitures, the Company operates a total of 2,045 clinics worldwide, thereof 1,510 clinics in North America.
Fresenius Medical Care delivered approximately 5.02 million dialysis treatments worldwide, which represents an increase of 6% year over year. North America accounted for 3.38 million treatments, an increase of 4%, and the International segment delivered 1.65 million treatments, an increase of 12% over last year. Including Renal Care Group and after divestitures, the Company would have delivered approximately 6.01 million dialysis treatments worldwide, thereof 4.36 million dialysis treatments in North America.
Renal Care Group Acquisition
On March 31, 2006, the Company announced the closing of the acquisition of Renal Care Group, Inc. effective March 31, 2006. The closing followed the completion of the Federal Trade Commission's (FTC) review of the acquisition and the issuance of a consent order to permit the closing of the acquisition. The result of operations of Renal Care Group will be consolidated from April 1, 2006 onwards.
On April 7, 2006 the Company completed the sale of 96 freestanding renal dialysis centers to a wholly-owned subsidiary of DSI Holding Company, Inc ("DSI"), including centers divested pursuant to a consent agreement with the FTC. An additional 9 centers located in Illinois will be sold upon receipt of Illinois regulatory approval, which is expected in the second quarter of 2006. Fresenius Medical Care will receive aggregate cash consideration of approximately $512 million for all of the centers being divested, subject to post-closing adjustments.
Outlook for 2006 Confirmed
For the year 2006, the Company confirms its outlook and expects to report revenue of more than $8 billion.
The Company expects reported net income for 2006 to be between $515 million and $535 million.
Guidance provided by the Company does not take into effect any expected one-time items and the change of accounting principle for stock options - SFAS 123(R) in the fiscal year 2006. The Company expects the after tax impact of the one-time items and SFAS 123(R) to be around $60 million for the full year 2006.
In addition in 2006, the Company expects capital expenditures to be approximately $450 million, and spending of approximately $100 million for acquisitions, excluding the RCG acquisition.
Ben Lipps, Chief Executive Officer of Fresenius Medical Care, commented: "Our results for the first quarter 2006 show an excellent start for the year. With our global base we continue to be well positioned for the continuing success of our business. We clearly confirm our previous forecast for the full year 2006. We are pleased that all regions and business segments grew at or above market. North America and Europe, which represent over ninety percent of our business, continued their strong growth momentum in both the products and services segments. It is particularly gratifying that we were able to keep our strong focus on operating performance while we completed the transformation, the preference share conversion and the RCG acquisition in the first quarter. Going forward, we will emphasize the integration of RCG, the further growth of our net income and the reduction of our leverage ratio."
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Fresenius Medical Care is the world's largest, integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 1,400,000 individuals worldwide. Through its network of approximately 2,045 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to approximately 158,700 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.
For more information about Fresenius Medical Care visit the Company's website at www.fmc-ag.com.
Shareholders of Fresenius Medical Care today approved the ninth consecutive dividend increase at the Annual General Meeting in Frankfurt, Germany. Ordinary shareholders will receive €1.23 per share (2004: €1.12) and preference shareholders will receive €1.29 (2004: €1.18). Shareholders discharged Management and Supervisory Board with a large majority of more than 90%.
In addition, shareholders of Fresenius Medical Care elected the Supervisory Board: Dr. Gerd Krick, Dr. Dieter Schenk, Prof. Dr. Bernd Fahrholz, Walter L. Weisman and John Gerhard Kringel will continue to serve as Supervisory Board members. William P. Johnston, former Chairman of the Board of Directors of Renal Care Group, which was recently acquired by Fresenius Medical Care, joins the Supervisory Board as a new member.
The shareholders also approved a new stock option program which is directly linked to the company's success. Accordingly managerial staff members will receive up to five million options for bearer ordinary shares over the next five years, which are exercisable after a period of three years, if the Earnings Per Share (EPS) hurdle has been achieved. If this hurdle is achieved in only one or two years, the options are reduced accordingly. If the hurdle is entirely not achieved, the options are cancelled.
The new stock option program 2006 ensures that managerial staff members participate in the financial risks and opportunities of the Company and offers them an internationally competitive remuneration system also in the future. Representatives from the two German shareholders' associations, Schutzgemeinschaft der Kleinaktionäre and Schutzvereinigung für Wertpapierbesitz, supported the new Stock Option Program.
In addition, the shareholders approved several formalities and adoptions to the Articles of Association of Fresenius Medical Care AG & Co. KGaA.
About 60% of the ordinary share capital was represented at the Annual General Meeting.
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Fresenius Medical Care is the world's largest, integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 1,400,000 individuals worldwide. Through its network of approximately 2,045 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to approximately 158,700 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.
For more information about Fresenius Medical Care visit the Company's website at www.fmc-ag.com.
The mortality rate among patients with kidney disease is significantly lower with hemodiafiltration than with conventional hemodialysis. This is the result of a new study conducted by specialists at the University Hospital in Lapeyronie in Montpellier and led by French nephrology professor Bernard Canaud. The study showed that kidney patients treated with high-efficiency hemodiafiltration (HDF) therapy had a 35 percent better chance of survival than those that received traditional hemodialysis. The three-year Dialysis Outcomes and Practice Patterns Study (DOPPS) from five European countries involved 2,165 patients who received treatment an average of three times per week.
This is the first time a prospective observational study, adjusted to exclude influencing factors such as age and multiple illnesses, proved that HDF treatment has reduced mortality rates among patients with chronic kidney disease. A retrospective study published last year and using existing data had already provided the first indications of the positive effects of HDF. Specialists attribute the improved survival rates with the HDF therapy to a more efficient removal of harmful substances from the blood, less side-effects and a lower overall risk of cardiovascular illness. Cardiovascular complications remain the most common cause of mortality among dialysis patients and are responsible for almost every second death.
Dr. Emanuele Gatti, Fresenius Medical Care Management Board Member responsible for Europe, Latin America, the Middle East and Africa: "The positive results of the new study support our efforts to provide innovative treatment methods such as hemodiafiltration to allow patients with chronic kidney failure to look confidently towards the future. We expect the demand for online-HDF to continue growing."
For the first time, Fresenius Medical Care offers online-HDF as standard treatment as part of its new 5008 Therapy System. Until now, increased costs made online-HDF viable for only a few patients. With the 5008, operating costs have been significantly reduced through simpler user-interfaces, lower maintenance effort and as much as 30 percent reduction in electricity and water usage. Now, more dialysis patients can be provided with online-HDF. Fresenius Medical Care was presented with the German Business Innovation Award at the start of the year for the 5008 Therapy System.
Online-hemodiafiltration combines two different methods of removal of toxins: diffusion-based hemodialysis, and hemofiltration whereby blood is filtered through a membrane. HDF is particularly efficient and gentle when filtering toxins and removing water from the patient's blood. The 5008 Therapy System automatically replaces the fluid removed with an appropriate quantity of ultrapure electrolyte solution; the solution is prepared by the dialysis machine "online", eliminating the need for additional infusion solutions in bags.
The study has been published in the online-edition of "Kidney international" at: www.nature.com/ki/journal/vaop/ncurrent/full/5000447a.html.
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Fresenius Medical Care is the world's largest, integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 1,400,000 individuals worldwide. Through its network of approximately 2,045 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to approximately 158,700 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.
For more information about Fresenius Medical Care visit the Company's website at www.fmc-ag.com.
Fresenius Medical Care AG & Co. KGaA announced today that its wholly-owned subsidiary, Renal Care Group, Inc., has received a subpoena from the United States Attorney's Office for the Southern District of New York requesting documents relating to grants of stock options by Renal Care Group during the period from when Renal Care Group was formed in 1996 through the present. Fresenius Medical Care completed the acquisition of Renal Care Group on March 31, 2006.
Based on Fresenius Medical Care's confidence in the management of Renal Care Group, the Company believes that Renal Care Group's option program was appropriately administered. On behalf of Renal Care Group, Fresenius Medical Care will cooperate with the U.S. Attorney's office to resolve this matter expeditiously.
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Fresenius Medical Care is the world's largest, integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 1,400,000 individuals worldwide. Through its network of approximately 2,045 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to approximately 158,700 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.
For more information about Fresenius Medical Care visit the Company's website at www.fmc-ag.com.
Fresenius Biotech today announced encouraging results from a Phase IIa study with the trifunctional antibody removab® (INN: catumaxomab) in the treatment of ovarian cancer patients. This European multi-center study was designed to assess the relative safety and efficacy of two different dose regimens, and included 44 patients with advanced ovarian cancer that were resistant to platinum and paclitaxel standard chemotherapy following surgery or had relapsed within six months of treatment. Both dose regimens were associated with the same mild to moderate toxicity profile, and the high dose treatment group showed a better tumor response. Currently, there are no other generally accepted treatment options for this patient population.
Patients were given four doses of removab® via intraperitoneal administration over a period of ten days. The primary objective of the study was to determine whether application of a constant low dose (10-10-10-10 µg) or an escalated dose (10-20-50-100 µg) yielded a difference in either tolerability or response rate.
The study yielded two key findings:
- The antibody was well tolerated even at higher doses. Only moderate and temporary side effects were observed at both dose regimens, including fever, nausea and vomiting, and local skin reaction.
- The higher dose regimen yielded a clearly better anti-tumor efficacy, with one complete response (out of 22 patients) in this group. Four instances of stable disease were observed in the higher dose regimen. Two instances of stable disease were observed with the constant low dose regimen.
Based on the encouraging results of this Phase Ila study, Fresenius Biotech is planning to start a European Phase II study in the second half of 2006 to investigate the efficacy of removab® in the treatment of ovarian cancer. In this study the additional benefit of removab® in conjunction with surgery and standard chemotherapy will be investigated. As of today, the study will be designed to treat about 40 patients in earlier stages of the disease. These patients will receive four postoperative doses, as in the Phase IIa study, and an additional dose immediately after the tumor mass has been resected (R0 and RI resection).
Background information
Trifunctional antibodies: The trifunctional antibodies developed by Fresenius Biotech's partner TRION Pharma are proteins that join cancer cells with two different defensive cells from the body's own immune system: T-Cells and accessory cells. This initiates an especially efficient destruction of tumor cells.
Study phases: The goal of a Phase I study is to determine potential dosages and side effects while a Phase II investigates the effectiveness and safety of a medication using a low number of patients. A Phase IIa study is used to compare the safety and efficacy of various dosages. A Phase III study evaluates the effectiveness of a drug using a larger number of patients. The drug is also compared with standard treatments and a risk analysis is performed.
Ovarian cancer affects an average of 12.8 of 100,000 women and is the sixth most common cancer among women. In 2002, the World Health Organization registered more than 200,000 new cases worldwide and more than 120,000 patients died of the disease that year. Because there are no early warning signs for ovarian cancer, three-fourths of all cases are first diagnosed at an advanced stage. Despite improvements in chemotherapy with platinum, two-thirds of all patients fail to react to this treatment or relapse. This results in a relatively low survival rate with just 30 to 40 percent of ovarian cancer patients surviving the first five years.
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Fresenius Biotech is a company of the Fresenius Group, focused on the development and marketing of biopharmaceuticals in the fields of oncology, immunology and regenerative medicine. For more information visit the Company's website at www.fresenius-biotech.com.
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and the ambulatory medical care of patients. For 2006, the Company expects sales of approximately € 10.5 billion. On March 31, 2006 the Fresenius Group had 100,934 employees worldwide.