Acelity L.P. Inc. - FORM 10-Q

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - Acelity L.P. Inc.	a3212015q2ceocfocertificat.htm
EX-31.1 - EXHIBIT 31.1 - Acelity L.P. Inc.	a3112015q2ceocertification.htm
EX-31.2 - EXHIBIT 31.2 - Acelity L.P. Inc.	a3122015q2cfocertification.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

Commission file number 333-184233-14

ACELITY L.P. INC.

(Exact name of registrant as specified in its charter)



Guernsey		98-1022387
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12930 West Interstate 10 San Antonio, Texas		78249
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (210) 524-9000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes	X	No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).



Yes	X	No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer			Accelerated filer

Non-accelerated filer	X	(Do not check if a smaller reporting company)	Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



Yes	No	X

As of July 29, 2015, there were 341,410,891.610 Class A-1 and 717,038.800 Class A-2 partnership units outstanding, all of which were held by affiliates.

TABLE OF CONTENTS

ACELITY L.P. INC.



			Page No.

PART I.	FINANCIAL INFORMATION		4
	Item 1.	Financial Statements	4
		Condensed Consolidated Balance Sheets	4
		Condensed Consolidated Statements of Operations	5
		Condensed Consolidated Statements of Comprehensive Loss	6
		Condensed Consolidated Statements of Cash Flows	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
	Item 4.	Controls and Procedures	35

PART II.	OTHER INFORMATION		35
	Item 1.	Legal Proceedings	35
	Item 1A.	Risk Factors	35
	Item 6.	Exhibits	36
	SIGNATURES		37

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” The forward-looking statements are based on our current expectations and projections about future events. Discussions containing forward-looking statements may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors,” and elsewhere in this report. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “predicts,” “projects,” “potential,” “continue,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” or the negative of those terms and other variations of them or by comparable terminology.

These forward-looking statements are only predictions, not historical facts, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. The factors that could contribute to such differences include those discussed under the caption “Risk Factors.” You should consider each of the risk factors and uncertainties under the caption “Risk Factors” in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, among other things, in evaluating our prospects and future financial performance. The occurrence of the events described in the risk factors could harm our business, results of operations and financial condition. These forward-looking statements are made as of the date of this report. Except as required under federal securities laws and the rules and regulations of the SEC, we do not have any intention to update any forward-looking statements to reflect events or circumstances arising after the date of this report, whether as a result of new information, future events or otherwise.

TRADEMARKS, SERVICE MARKS AND COPYRIGHTS

3M^® Tegaderm^® is a licensed trademark of 3M Company; GRAFTJACKET^® is a licensed trademark of Wright Medical Technology Inc; Novadaq^®, SPY^®, and SPY ELITE^® are licensed trademarks of Novadaq Technologies, Inc.; and Prontosan^® Wound Irrigation Solution is a licensed trademark of B. Braun Medical, Inc. Unless otherwise indicated, all other trademarks appearing in this report are proprietary to KCI Licensing, Inc., LifeCell Corporation or Systagenix Wound Management IP Co B.V., their affiliates and/or licensors. The absence of a trademark or service mark or logo from this report does not constitute a waiver of trademark or other intellectual property rights of KCI Licensing, Inc., Systagenix Wound Management IP Co B.V., or LifeCell Corporation, their affiliates and/or licensors.

DEFINED TERMS

The following terms are used in this Quarterly Report on Form 10-Q unless otherwise noted or indicated by the context.


•	the terms the “Company,” “we,” “our,” and “us” refer to Acelity L.P. Inc. (“Acelity”) and its consolidated subsidiaries.


•	the term “Merger” refers to the transaction completed on November 4, 2011 pursuant to which Kinetic Concepts, Inc. was merged with Chiron Merger Sub, Inc. (“Merger Sub”), a direct subsidiary of Chiron Holdings, Inc. (“Holdings”) and an indirect subsidiary of Acelity Guernsey L.P. Inc.


•	the term “KCI” means Kinetic Concepts, Inc. and its subsidiaries.


•	the term “LifeCell” means LifeCell Corporation and its subsidiaries.


•	the term “Systagenix” means “Systagenix Wound Management B.V., its subsidiaries, and its former U.S.-based affiliate, Systagenix Wound Management (US), Inc.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ACELITY L.P. INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands)



	June 30, 2015			December 31, 2014
	(unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	141,152		$	183,541
Accounts receivable, net	371,295			370,483
Inventories, net	184,118			178,222
Deferred income taxes	51,166			63,025
Prepaid expenses and other	32,145			27,563
Total current assets	779,876			822,834

Net property, plant and equipment	278,126			288,048
Debt issuance costs, net	66,044			77,896
Deferred income taxes	30,584			31,692
Goodwill	3,378,298			3,378,298
Identifiable intangible assets, net	2,312,809			2,397,251
Other non-current assets	4,686			4,694
	$	6,850,423		$	7,000,713

Liabilities and Equity:
Current liabilities:
Accounts payable	$	48,073		$	51,827
Accrued expenses and other	340,314			343,484
Current installments of long-term debt	25,382			25,721
Income taxes payable	4,661			1,305
Deferred income taxes	45,013			113,658
Total current liabilities	463,443			535,995

Long-term debt, net of current installments and discount	4,812,089			4,815,290
Non-current tax liabilities	34,336			33,300
Deferred income taxes	819,537			792,157
Other non-current liabilities	84,697			163,258
Total liabilities	6,214,102			6,340,000
Equity:
General partner’s capital	—			—
Limited partners’ capital	648,531			670,787
Accumulated other comprehensive loss, net	(12,210		)	(10,074		)
Total equity	636,321			660,713
	$	6,850,423		$	7,000,713

See accompanying notes to condensed consolidated financial statements.

ACELITY L.P. INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(in thousands)

(unaudited)



	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Revenue:
Rental	$	180,397		$	173,629		$	353,236		$	338,606
Sales	281,248			285,549			552,459			563,207
Total revenue	461,645			459,178			905,695			901,813

Rental expenses	77,869			85,889			156,047			170,538
Cost of sales	75,509			80,082			148,923			161,472
Gross profit	308,267			293,207			600,725			569,803

Selling, general and administrative expenses	158,994			169,765			306,757			345,377
Research and development expenses	14,391			18,233			29,069			35,723
Acquired intangible asset amortization	44,712			48,754			90,589			99,443
Wake Forest settlement	—			198,578			—			198,578
Operating earnings (loss)	90,170			(142,123		)	174,310			(109,318		)

Interest income and other	67			127			214			222
Interest expense	(107,374		)	(101,805		)	(212,100		)	(204,000		)
Foreign currency gain (loss)	(6,799		)	3,852			12,601			4,088
Derivative instruments loss	(919		)	(4,297		)	(4,267		)	(4,300		)
Loss from continuing operations before income tax expense (benefit)	(24,855		)	(244,246		)	(29,242		)	(313,308		)
Income tax benefit	(7,224		)	(90,423		)	(7,080		)	(112,425		)
Loss from continuing operations	(17,631		)	(153,823		)	(22,162		)	(200,883		)
Earnings from discontinued operations, net of tax	—			1,106			—			1,783
Net loss	$	(17,631	)	$	(152,717	)	$	(22,162	)	$	(199,100	)

See accompanying notes to condensed consolidated financial statements.

ACELITY L.P. INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)



	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014

Net loss	$	(17,631	)	$	(152,717	)	$	(22,162	)	$	(199,100	)
Unrealized investment gain, net of tax benefit of $629 and $1 in 2014	—			(1,005		)	—			(2		)
Foreign currency translation adjustment, net of tax expense of $317 and $952 in 2015 and $440 and $502 in 2014	4,935			(103		)	(2,136		)	187
Total comprehensive loss	$	(12,696	)	$	(153,825	)	$	(24,298	)	$	(198,915	)

See accompanying notes to condensed consolidated financial statements.

ACELITY L.P. INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited)

	Six months ended June 30,
	2015			2014
Cash flows from operating activities:
Net loss	$	(22,162	)	$	(199,100	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of debt issuance costs and discount	20,311			19,409
Depreciation and other amortization	132,334			160,528
Amortization of fair value step-up in inventory	—			6,680
Provision for bad debt	3,266			8,239
Equity-based compensation expense	1,305			2,103
Deferred income tax benefit	(30,224		)	(141,532		)
Unrealized gain on derivative instruments	(3,078		)	(3,785		)
Unrealized gain on foreign currency	(16,683		)	(3,104		)
Change in assets and liabilities:
Decrease (increase) in accounts receivable, net	(968		)	27,186
Increase in inventories, net	(10,856		)	(10,881		)
Decrease (increase) in prepaid expenses and other	(4,685		)	9,765
Increase (decrease) in accounts payable	(3,533		)	4,412
Increase (decrease) in accrued expenses and other	(76,509		)	180,751
Increase in tax liabilities, net	6,213			707
Net cash provided (used) by operating activities	(5,269		)	61,378

Cash flows from investing activities:
Additions to property, plant and equipment	(29,574		)	(28,382		)
Increase in inventory to be converted into equipment for short-term rental	(4,144		)	(4,121		)
Dispositions of property, plant and equipment	1,265			532
Businesses acquired in purchase transactions, net of cash acquired	(2,948		)	(4,613		)
Increase in identifiable intangible assets and other non-current assets	(3,646		)	(4,230		)
Net cash used by investing activities	(39,047		)	(40,814		)

Cash flows from financing activities:
Distribution to limited partners	(55		)	—
Settlement of profits interest units	(1,348		)	(1,416		)
Proceeds from revolving credit facility	30,000			—
Repayments of long-term debt and capital lease obligations	(15,389		)	(13,271		)
Debt issuance costs	(6,256		)	—
Net cash provided (used) by financing activities	6,952			(14,687		)
Effect of exchange rate changes on cash and cash equivalents	(5,025		)	841
Net increase (decrease) in cash and cash equivalents	(42,389		)	6,718
Cash and cash equivalents, beginning of period	183,541			206,949
Cash and cash equivalents, end of period	$	141,152		$	213,667

See accompanying notes to condensed consolidated financial statements

Notes to Condensed Consolidated Financial Statements

NOTE 1. Summary of Significant Accounting Policies

(a) Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP” or “the Codification”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a fair presentation of results of operations, financial position and cash flows in conformity with GAAP. Operating results from interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of our results for the interim periods presented. Certain prior period amounts have been reclassified to conform to the 2015 presentation.

On October 29, 2014, LifeCell entered into an agreement with Novadaq^® Technologies Inc. (“Novadaq”) to transfer all marketing and distribution rights to the SPY^® Elite System from LifeCell to Novadaq, effective November 30, 2014. In connection with the transfer, the parties agreed to terminate various distribution agreements entered into between 2010 and 2011. The results of the operations subject to the agreement, excluding the allocation of general corporate overhead, are presented as discontinued operations in the condensed consolidated statements of operations for all periods presented.

The Company has two reportable operating segments: Advanced Wound Therapeutics and Regenerative Medicine. We have two primary geographic regions: the Americas, which is comprised principally of the United States and includes Canada, Puerto Rico and Latin America; and EMEA/APAC, which is comprised of Europe, the Middle East, Africa and the Asia Pacific region.

The condensed consolidated financial statements appearing in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

(b) Derivative Financial Instruments and Fair Value Measurements

We use derivative financial instruments to manage the economic impact of fluctuations in interest rates. We do not use financial instruments for speculative or trading purposes. Periodically, we enter into interest rate protection agreements to modify the interest characteristics of our outstanding debt. Our interest rate derivatives have not been designated as hedging instruments, and as such, we recognize the fair value of these instruments as an asset or liability with income or expense recognized in the current period.

We also periodically use derivative financial instruments to manage the economic impact of fluctuations in currency exchange rates on our intercompany balances and corresponding cash flows and to manage our transactional currency exposures when our foreign subsidiaries enter into transactions denominated in currencies other than their local currency. We enter into foreign currency exchange contracts to manage these economic risks. These contracts are not designated as hedges; and as such, we recognize the fair value of these instruments as an asset or liability with income or expense recognized in the current period. Although we use master netting agreements with our derivative counterparties, we do not offset derivative asset and liability positions in the condensed consolidated balance sheets.

All derivative instruments are recorded on the balance sheets at fair value. The fair values of our interest rate derivatives and foreign currency exchange contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly-quoted markets, which represent level 2 inputs as defined by the Codification.

We have a concentration of credit risk with financial institutions related to our derivative instruments. As of June 30, 2015, Morgan Stanley, UBS and HSBC were the counterparties on our interest rate protection agreements consisting of interest rate swap agreements in notional amounts totaling $481.7 million each. We use master netting agreements with our derivative counterparties to reduce our risk and use multiple counterparties to reduce our concentration of credit risk.

We maintain cash and cash equivalents with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. These deposits bear minimal credit risk as they are maintained at financial institutions of reputable credit and generally may be redeemed upon demand.

(d) Recently Adopted Accounting Standards

In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. ASU No. 2014-08 changes the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations - that is, a major effect on the organization’s operations and financial results should be presented as discontinued operations. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. Additionally, the ASU requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The Company adopted this update effective January 1, 2015. We do not anticipate that it will have a material effect on our results of operations, financial position or disclosures.

(e) Recently Issued Accounting Standards

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. This ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition”, and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts”. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (e.g., assets within the scope of Topic 360, “Property, Plant, and Equipment”, and intangible assets within the scope of Topic 350, “Intangibles-Goodwill and Other”) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this ASU. In July 2015, the FASB voted to defer the effective date of this ASU by one year. As a result, the amendments in ASU 2014-09 are effective for public companies for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Entities would be permitted to adopt this ASU as early as the original public entity effective date, which was annual reporting periods beginning after December 15, 2016 and interim periods therein. Early adoption prior to that date would not be permitted. The Company is evaluating ASU No. 2014-09 to determine if it will have a material effect on our results of operations, financial position or disclosures.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements — Going Concern (Subtopic 205-40).” The new guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company is evaluating this update, however we do not anticipate that the adoption of this guidance will have a material impact on our results of operations, financial position or disclosures.

In January 2015, the FASB issued ASU No. 2015-01, "Income Statement -Extraordinary and Unusual Items (Subtopic 225-20)." The objective of this ASU is to simplify the income statement presentation requirements in Subtopic 225-20 by eliminating the concept of extraordinary items. Extraordinary items are events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence. Eliminating the extraordinary classification simplifies income statement presentation by altogether removing the concept of extraordinary items from consideration. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early application is permitted. The Company is evaluating this update, however we do not anticipate that the adoption of this guidance will have a material impact on our results of operations, financial position or disclosures.

On February 18, 2015, the FASB issued ASU 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis." This update provides a revised consolidation model for all reporting entities to use in evaluating whether they should consolidate certain legal entities. All legal entities will be subject to reevaluation under this revised consolidation model. The revised consolidation model, among other things, (i) modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities, (ii) eliminates the presumption that a general partner should consolidate a limited partnership, and (iii) modifies the consolidation analysis of reporting entities that are involved with VIEs through fee arrangements and related party relationships. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early application is permitted. The Company is evaluating this update, however we do not anticipate that the adoption of this guidance will have a material impact on our results of operations, financial position or disclosures.

In April 2015, the FASB issued ASU 2015-03, "Interest - Imputation of Interest (Subtopic 835-30)" The objective of this ASU is to simplify the presentation of debt issuance costs in the balance sheet by requiring the presentation of debt issuance costs as a deduction from the carrying amount of the related debt liability instead of a deferred charge. The standard will be effective for annual reporting periods beginning after December 15, 2015. Early adoption is permitted. As of June 30, 2015, the Company had $66.0 million of unamortized debt issuance costs recorded as a deferred charge.

(f) Other Significant Accounting Policies

For further information on our significant accounting policies, see Note 1 of the notes to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

NOTE 2. Acquisitions and Divestitures

Acquisitions

There were no significant acquisitions during the six months ended June 30, 2015.

Divestitures

SPY® Elite System

On October 29, 2014, LifeCell Corporation entered into an agreement with Novadaq^® Technologies Inc. (“Novadaq”) to transfer all marketing and distribution rights to the SPY^® Elite System from LifeCell to Novadaq, effective November 30, 2014.

The operating results of the SPY^® Elite System product portfolio included in discontinued operations are as follows (in thousands):



	Three months ended June 30,		Six months ended June 30,
	2014		2014

Revenue	$	5,993	$	10,897
Earnings before income taxes	$	1,799	$	2,899
Income tax expense	$	693	$	1,116
Earnings from discontinued operations, net of tax	$	1,106	$	1,783

NOTE 3. Supplemental Balance Sheet Data

(a) Accounts Receivable, net

Accounts receivable consist of the following (in thousands):



	June 30, 2015			December 31, 2014
Gross trade accounts receivable:
Billed trade accounts receivable	$	397,522		$	396,329
Unbilled receivables	35,294			39,293
Less: Allowance for revenue adjustments	(62,839		)	(61,460		)
Gross trade accounts receivable	369,977			374,162
Less: Allowance for bad debt	(11,336		)	(13,087		)
Net trade accounts receivable	358,641			361,075
Other receivables	12,654			9,408
	$	371,295		$	370,483

(b) Inventories, net

Inventories consist of the following (in thousands):



	June 30, 2015			December 31, 2014
Finished goods and tissue available for distribution	$	133,966		$	127,253
Goods and tissue in-process	10,318			6,887
Raw materials, supplies, parts and unprocessed tissue	69,757			67,567
	214,041			201,707
Less: Amounts expected to be converted into equipment for short-term rental	(11,659		)	(7,515		)
Reserve for excess and obsolete inventory	(18,264		)	(15,970		)
	$	184,118		$	178,222

NOTE 4. Long-Term Debt

Long-term debt consists of the following (in thousands):



	June 30, 2015			December 31, 2014

Senior Revolving Credit Facility - due 2016	$	30,000		$	—
Senior Dollar Term E-1 Credit Facility – due 2018	1,917,508			1,927,241
Senior Euro Term E-1 Credit Facility – due 2018	268,867			293,746
Senior Term E-2 Credit Facility – due 2016	313,758			315,351
10.5% Second Lien Senior Secured Notes due 2018	1,750,000			1,750,000
12.5% Senior Unsecured Notes due 2019	612,000			612,000
3.25% Convertible Senior Notes due 2015	—			101
Notional amount of debt	4,892,133			4,898,439

Senior Dollar Term E-1 Credit Facility Discount, net of accretion	(24,971		)	(24,241		)
Senior Euro Term E-1 Credit Facility Discount, net of accretion	(6,425		)	(7,376		)
Senior Term E-2 Credit Facility Discount, net of accretion	(2,792		)	(2,955		)
Second Lien Senior Secured Notes Discount, net of accretion	(18,028		)	(20,205		)
Senior Unsecured Notes Discount, net of accretion	(2,446		)	(2,651		)
Net discount on debt	(54,662		)	(57,428		)

Total debt, net of discount	4,837,471			4,841,011
Less: Current installments	(25,382		)	(25,721		)
	$	4,812,089		$	4,815,290

Senior Secured Credit Facility

Our senior secured credit facility (the “Senior Secured Credit Facility”) includes a $200 million revolving credit facility (the “Revolving Credit Facility”). Amounts available under the Revolving Credit Facility are available for borrowing and reborrowing until maturity. At June 30, 2015, $30.0 million revolving credit loans were outstanding, while at December 31, 2014, no revolving credit loans were outstanding and we had outstanding letters of credit issued by banks which are party to the Senior Secured Credit Facility of $38.0 million and $39.0 million, respectively. The $30 million borrowing under the Revolving Credit Facility was repaid in July 2015 using cash from operations. In addition, we had $8.9 million and $11.4 million of letters of credit issued by a bank not party to the Senior Secured Credit Facility as of June 30, 2015 and December 31, 2014, respectively. The capacity of the Revolving Credit Facility is reduced for the $38.0 million and $39.0 million of letters of credit issued by banks which are party to the Senior Secured Credit Facility as of June 30, 2015 and December 31, 2014, respectively. The resulting availability under the Revolving Credit Facility was $132.0 million and $161.0 million at June 30, 2015 and December 31, 2014, respectively. Commitment fees accrue at a rate of 0.50% on the amounts available under the Revolving Credit Facility.

Interest. On March 10, 2015, we entered into Amendment No. 6 to our Senior Secured Credit Facility (“Amendment No. 6”). In connection with Amendment No. 6, certain applicable rates were modified so that (i) Dollar Term E-1 Loans bear interest at a rate equal to, at KCI’s election, a Eurocurrency rate plus 3.50% or an adjusted base rate plus 2.50%, (ii) Euro Term E-1 Loans bear interest at a rate equal to, at KCI’s election, a Eurocurrency rate plus 3.75% or an adjusted base rate plus 2.75%, and (iii) Term E-2 Loans bear interest at a rate equal to, at KCI’s election, a Eurocurrency rate plus 3.00% or an adjusted base rate plus 2.00%. The Eurocurrency rate shall be subject to a floor of 1.00%, and the adjusted base rate shall be subject to a floor of 2.00%.

Covenants

As a result of Amendment No. 6, the financial covenants were amended to remove the interest coverage ratio in its entirety and to set the total leverage ratio for any test period to be no greater than 8.25:1.00. In addition, certain other covenants were amended, including with respect to the incurrence of incremental facilities and asset sales. As of June 30, 2015, we were in compliance with all covenants under our credit agreement and indentures.

For further information on our long-term debt, see Note 5 of the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

NOTE 5. Derivative Financial Instruments and Fair Value Measurements

We are exposed to credit loss in the event of nonperformance by counterparties to the extent of the fair values of the outstanding interest rate swap agreements, interest rate cap agreements and foreign currency exchange contracts, but we do not anticipate nonperformance by any of the counterparties. All derivative instruments are recorded on the balance sheets at fair value. We do not use financial instruments for speculative or trading purposes.

Interest Rate Protection

At June 30, 2015 and December 31, 2014, we were party to three interest rate swap agreements which are used to convert a portion of our outstanding variable rate debt to a fixed rate basis. These agreements have not been designated as hedging instruments, and as such, we recognize the fair value of these instruments as an asset or liability with income or expense recognized in the current period. The interest rate swap agreements have receive rates based on the higher of three-month USD LIBOR or 1.25% and pay rates based on fixed rates. Quarterly payments under the interest rate swap agreements are due on the last day of March, June, September and December. The aggregate notional amount decreases quarterly by amounts ranging from $1.7 million to $56.4 million until maturity.

The following table summarizes our interest rate swap agreements (dollars in thousands):



Effective Dates	Outstanding Notional Amount	Fixed Interest Rate
12/31/13-12/31/16	$481,667	2.256%
12/31/13-12/31/16	$481,667	2.249%
12/31/13-12/31/16	$481,667	2.250%

Foreign Currency Exchange Rate Mitigation

At June 30, 2015 and December 31, 2014, we had no outstanding foreign currency exchange contracts.

Fair Value Measurements

The Codification defines fair value as the exit price that would be received to sell an asset or paid to transfer a liability. The Fair Value Measurements and Disclosure topic of the Codification establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying amount reported in the balance sheets for cash and cash equivalents, accounts receivable, accounts payable and long-term obligations, excluding our borrowings under our Senior Secured Credit Facility and fixed rate long-term debt, approximates fair value. The fair value of our borrowings under our Senior Secured Credit Facility and fixed rate long-term debt as determined using Level 2 inputs was $2.536 billion and $2.520 billion, respectively, at June 30, 2015. The fair value of our borrowings under our Senior Secured Credit Facility and fixed rate long-term debt was $2.501 billion and $2.584 billion, respectively, at December 31, 2014. The fair value of our long-term debt was estimated based upon open-market trades at or near period end.

All of our derivatives, as of the reporting date, use inputs considered as Level 2. The interest rate swap agreements are valued using a discounted cash flow model that takes into account the present value of the expected future cash flows under the terms of the agreements by using market information available as of the reporting date, including prevailing interest rates and related forward interest rate curves.

The following table sets forth the location and aggregate fair value amounts of all derivative instruments with credit-related contingent features (in thousands):



	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	Fair Value				Balance Sheet Location	Fair Value
	Balance Sheet Location	June 30, 2015		December 31, 2014		Balance Sheet Location	June 30, 2015		December 31, 2014
Derivatives not designated as hedging instruments
Interest rate swap agreements	Prepaid expenses and other	$	—	$	—	Accrued expenses and other	$	13,515	$	13,936
Interest rate swap agreements	Other non-current assets	—		—		Other non-current liabilities	5,410		8,067
Total derivatives		$	—	$	—		$	18,925	$	22,003

The following table summarizes the amount of gain (loss) on derivatives not designated as hedging instruments (dollars in thousands):



	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Interest rate swap agreements	$	(919	)	$	(4,287	)	$	(4,267	)	$	(4,362	)
Foreign currency exchange contracts	—			(10		)	—			62
	$	(919	)	$	(4,297	)	$	(4,267	)	$	(4,300	)

Certain of our derivative instruments contain provisions that require compliance with the restrictive covenants of our Senior Secured Credit Facility. For further information regarding the restrictive covenants of credit facilities, see Note 5 of the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

If we default under our credit facilities, the lenders could require immediate repayment of the entire outstanding principal balance. If those lenders require immediate repayment, we may not be able to repay them which could result in the foreclosure of substantially all of our assets. In these circumstances, the counterparties to the derivative instruments could request immediate payment or full collateralization on derivative instruments in net liability positions. Certain of our derivative counterparties are also parties to our Senior Secured Credit Facility.

No collateral has been posted by us in the normal course of business. If the credit-related contingent features underlying these agreements were triggered on June 30, 2015, we could be required to settle or post the full amount as collateral to the respective agreement counterparties.

We did not have any measurements of financial assets or financial liabilities at fair value on a nonrecurring basis at June 30, 2015 or December 31, 2014.

NOTE 6. Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are as follows (in thousands):



	Accumulated Foreign Currency Translation Adjustment			Accumulated Other Comprehensive Income (Loss)
Balances at December 31, 2014	$	(10,074	)	$	(10,074	)
Foreign currency translation adjustment, net of taxes of $952	(2,136		)	(2,136		)
Balances at June 30, 2015	$	(12,210	)	$	(12,210	)

During the six months ended June 30, 2015, there were no reclassification adjustments out of accumulated other comprehensive loss to net loss.

NOTE 7. Commitments and Contingencies

Legal Proceedings

Intellectual Property Litigation

As the owner and exclusive licensee of patents, from time to time, we are a party to proceedings challenging these patents, including challenges in U.S. federal courts, foreign courts, foreign patent offices and the U.S. Patent and Trademark Office. Additionally, from time to time, we are a party to litigation we initiate against others we contend infringe these patents, which often results in counterclaims regarding the validity of such patents. At other times, we are party to litigation initiated by others who contend we infringe their patents. It is not possible to reliably predict the outcome of the proceedings described below. However, if we are unable to effectively enforce our intellectual property rights, third parties may become more aggressive in the marketing of competitive products around the world.

In August 2013, Vital Needs International, L.P. ("Vital Needs") filed a Demand for Arbitration with the American Arbitration Association seeking to recover in excess of $100 million in damages and legal fees against KCI entities based on a number of claims related to certain intellectual property rights sold by Vital Needs to KCI pursuant to a 2006 acquisition agreement. The arbitration hearing took place in January 2015, and the panel issued a favorable decision on April 10, 2015 ordering that Vital Needs take nothing by its claims. The trial court issued a judgment affirming the panel’s decision on May 27, 2015.

In September 2013, LifeNet Health ("LifeNet") filed suit against LifeCell Corporation in the United States District Court for the Eastern District of Virginia, Norfolk Division. LifeNet alleges that two LifeCell products, Strattice and AlloDerm Ready to Use, infringe LifeNet’s U.S. Patent No. 6,569,200 ("the ‘200 Patent"). On November 18, 2014, a jury found that the ‘200 Patent was not invalid and was infringed and further awarded LifeNet a lump sum damages amount of $34.7 million. As a result of this decision, we recorded a liability of $34.7 million in the fourth quarter of 2014. We disagree with the trial court’s judgment and appealed the decision to the U.S. Federal Circuit Court of Appeals in Washington D.C. in July 2015. While we believe our defenses to LifeNet’s claims are meritorious, at this stage it is not possible to predict our likelihood of success on appeal.

Products Liability Litigation

LifeCell Corporation is a defendant in approximately 350 lawsuits filed by individuals alleging personal injury and seeking monetary damages for failed hernia repair procedures using LifeCell’s AlloDerm products. These cases have been consolidated for case management purposes in Middlesex County, New Jersey. The trial court has issued a pre-trial order incorporating the bellwether practice of trying the claims of some plaintiffs to determine the likelihood of settlement or to avoid relitigating common issues in every case. The parties have each selected two bellwether cases from which one case to be tried will be selected. Discovery is complete on each of the four bellwether cases. Trial of the first bellwether case is currently scheduled for January 2016. Although it is not possible to reliably predict the outcome of the litigation, we believe that our defenses to these claims are meritorious and we will defend against these suits vigorously. Based on our existing insurance coverage and our defenses to these cases, we do not expect them to have a material impact on our results of operations or our financial position. Because discovery of damages has been limited to the four bellwether cases, we do not know the damages allegedly suffered by the remaining plaintiffs. As such, it is impossible to predict or estimate potential losses if our defenses to these cases are unsuccessful.

LifeCell Corporation has been named as a defendant in approximately 198 lawsuits in state and federal courts alleging personal injury and seeking monetary damages for failed gynecological procedures using a human tissue product processed by LifeCell and sold by one of LifeCell’s distributors, Boston Scientific, under the name Repliform. There are approximately 196 LifeCell cases filed in a consolidated docket in Middlesex County, Massachusetts. The cases are in the initial phase and no discovery has occurred. Two cases are pending in a multi-district federal case in West Virginia. Three cases are in New Jersey state court and the remaining cases are in Delaware and Minnesota. Based on our existing insurance coverage and our defenses to these cases, we do not expect them to have a material impact on our results of operations or our financial position. As these cases are in their early stages it is not possible to predict or estimate potential losses if our defenses to these cases are unsuccessful.

Other Litigation

In 2009, KCI received a subpoena from the U.S. Department of Health and Human Services Office of Inspector General (“OIG”) seeking records regarding our billing practices under the local coverage policies of the four regional Durable Medical Equipment Medicare Administrative Contractors (“DME MACs”). KCI cooperated with the OIG's inquiry and provided substantial documentation to the OIG and the U.S. Attorneys' office in response to its request. The government's inquiry stemmed from the filing under seal of two 2008 qui tam actions against KCI by two former employees in the U.S. District Court, Central District of California, Western Division. These cases are captioned United States of America, ex rel. Steven J. Hartpence v. Kinetic Concepts, Inc. et al, and United States of America, ex rel. Geraldine Godecke v. Kinetic Concepts, Inc., et al. The complaints contend that KCI violated the Federal False Claims Act by billing in a manner that was not consistent with the Local Coverage Determinations issued by the DME MACs and seek recovery of monetary damages. Following the completion of the government's review and its decision declining to intervene in such suits, the live pleadings were ordered unsealed in 2011. After reviewing the allegations, KCI filed motions seeking the dismissal of the suits on multiple grounds. In 2012, the Court granted KCI's motions dismissing all of the claims under the False Claims Act, which was appealed by the plaintiffs to the U.S. Court of Appeals for the Ninth Circuit. In July 2015 the Ninth Circuit reversed the decision of the trial court and remanded the case to the trial court for further proceedings. We believe that our defenses to the claims in the Hartpence and Goedecke cases are meritorious and that we have no liability under the False Claims Act for their allegations. However, it is not possible to predict the outcome of this litigation nor is it possible to estimate any damages that may be awarded if we are unsuccessful in the litigation.

We are a party to several additional lawsuits arising in the ordinary course of our business. Additionally, the manufacturing and marketing of medical products necessarily entails an inherent risk of product liability claims. We maintain multiple layers of product liability insurance coverage and we believe these policies and the amounts of coverage are appropriate and adequate.

Other Commitments and Contingencies

As a healthcare supplier, we are subject to extensive government regulation, including laws and regulations directed at ascertaining the appropriateness of reimbursement, preventing fraud and abuse and otherwise regulating reimbursement under various government programs. The marketing, billing, documenting and other practices are all subject to government oversight and review. To ensure compliance with Medicare and other regulations, regional carriers often conduct audits and request patient records and other documents to support claims submitted by us for payment of services rendered to customers.

We also are subject to routine pre-payment and post-payment audits of durable medical equipment (“DME”) claims submitted to Medicare Part B. These audits typically involve a complex medical review, by Medicare or its designated contractors and representatives, of documentation supporting the therapy provided by us. While Medicare requires us to obtain a comprehensive physician order prior to providing products and services, we are not required to obtain the written medical record in advance of therapy as long as the underlying medical records reported to us support the coverage criteria and medical necessity information included in such claim. Following a Medicare request for supporting documentation, we are obligated to procure and submit the underlying medical records retained by various clinical providers, medical facilities and prescribers. Obtaining these medical records in connection with a claims audit may be challenging and, in any event, all of these records are subject to further examination, interpretation and dispute by an auditing authority. Under standard Medicare procedures, we are entitled to demonstrate the sufficiency of documentation and the establishment of medical necessity, and we have the right to appeal any adverse determinations. If a determination is made that our records or the patients’ medical records are insufficient to meet medical necessity or Medicare reimbursement requirements for the claims, we could be subject to denial or overpayment demands for claims submitted for Medicare reimbursement. In the rare event that an audit results in major discrepancies of claims records which lacked proof of medical necessity, Medicare may be entitled to take additional corrective measures, including: extrapolation of the results of the audit across a wider population of claims, submitting recoupment demands for claims other than those examined in the audit, or placing the organization on a full prepayment review. These audits have increased over the last two years from being negligible to approximately 10% of our claims. While eventually receiving payment on a high percent of the claims subject to these audits, payment timeliness may range from a few months up to a year resulting in increasing Medicare accounts receivable balances.

NOTE 8. Segment Information

The Company is engaged in the rental and sale of advanced wound therapeutics and regenerative medicine products in over 75 countries worldwide through direct sales and indirect operations. We have two reportable operating segments which correspond to our two businesses: Advanced Wound Therapeutics and Regenerative Medicine. Our Advanced Wound Therapeutics business is conducted by KCI and its subsidiaries, including Systagenix, while our Regenerative Medicine business is conducted by LifeCell and its subsidiaries. In most countries where we operate, certain aspects of our two businesses are supported by the same administrative staff, systems and infrastructure and, as such, we have allocated these costs between the businesses based on allocation methods including headcount, revenue and other methods as deemed appropriate. We measure segment profit (loss) as operating earnings (loss), which is defined as income (loss) before interest and other income, interest expense, foreign currency gains and losses, derivative instruments gains and losses and income taxes. All intercompany transactions are eliminated in computing revenue and operating earnings (loss).

Information on segments and a reconciliation of consolidated totals are as follows (in thousands):



	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Revenue:
Advanced Wound Therapeutics	$	354,214		$	347,473		$	691,473		$	678,268
Regenerative Medicine	103,529			107,524			207,698			214,180
Other operations ⁽¹⁾	3,902			4,181			6,524			9,365
Total revenue	$	461,645		$	459,178		$	905,695		$	901,813

Operating earnings (loss):
Advanced Wound Therapeutics	$	117,642		$	106,699		$	230,527		$	192,368
Regenerative Medicine	35,346			31,965			69,365			61,873
Other operations ⁽¹⁾	542			630			989			1,301
Non-allocated costs:
General headquarter expense	(1,526		)	(822		)	(2,949		)	(2,412		)
Equity-based compensation	(770		)	(1,162		)	(1,305		)	(2,103		)
Business optimization and transaction-related expenses ⁽²⁾	(16,352		)	(32,101		)	(31,728		)	(62,324		)
Acquired intangible asset amortization⁽³⁾	(44,712		)	(48,754		)	(90,589		)	(99,443		)
Wake Forest settlement	—			(198,578		)	—			(198,578		)
Total non-allocated costs	(63,360		)	(281,417		)	(126,571		)	(364,860		)
Total operating earnings (loss)	$	90,170		$	(142,123	)	$	174,310		$	(109,318	)


(1)	Represents contract manufacturing operations conducted at our manufacturing facility in Gargrave, England.


(2)	Represents restructuring-related expenses associated with our business optimization initiatives as well as management fees and costs associated with acquisition, disposition and financing activities.


(3)	Represents amortization of acquired intangible assets related to our Merger in November 2011, our acquisition of Systagenix in October 2013 and other technology acquisitions.

NOTE 9. Guarantor Condensed Consolidating Financial Statements

Our 10.5% Second Lien Notes and 12.5% Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by us and each of our material 100% owned subsidiaries, other than the subsidiaries that are co-issuers of the notes, foreign subsidiaries and subsidiaries whose only assets are investments in foreign subsidiaries. The non-guarantor subsidiaries do not have any payment obligations under the 10.5% Second Lien Notes or 12.5% Unsecured Notes. Subject to the terms of the10.5% Second Lien Notes and 12.5% Unsecured Notes indentures, the guarantee of a subsidiary guarantor will terminate upon:


(1)	a sale or other disposition (including by way of consolidation or merger) of the capital stock of such guarantor or the sale or disposition of all or substantially all the assets of such subsidiary guarantor (other than to the Company or a restricted subsidiary) otherwise permitted by the 10.5% Second Lien Notes or 12.5% Unsecured Notes indentures,


(2)	the designation in accordance with the 10.5% Second Lien Notes or 12.5% Unsecured Notes indenture of the guarantor as an unrestricted subsidiary or the occurrence of any event after which the guarantor is no longer a restricted subsidiary,


(3)	defeasance or discharge of the 10.5% Second Lien Notes or 12.5% Unsecured Notes, or


(4)	upon the achievement of investment grade status by the 10.5% Second Lien Notes or 12.5% Unsecured Notes; provided that such guarantee shall be reinstated upon the reversion date.

In the event of a bankruptcy, liquidation or reorganization of any non-guarantor subsidiary, such non-guarantor subsidiary will pay the holders of its debt and other liabilities, including its trade creditors, before it will be able to distribute any of its assets to us. In the future, any non-U.S. subsidiaries, immaterial subsidiaries and subsidiaries that we designate as unrestricted subsidiaries under the 10.5% Second Lien Notes and 12.5% Unsecured Notes indentures will not guarantee the 10.5% Second Lien Notes or 12.5% Unsecured Notes. As of June 30, 2015, there were no restrictions on the ability of subsidiary guarantors to transfer funds to the parent company.

As a result of the guarantee arrangements, we are presenting the following condensed consolidated balance sheets, statements of operations and comprehensive income (loss), and statements of cash flows of the issuer, the guarantor subsidiaries and the non-guarantor subsidiaries.

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Balance Sheet

June 30, 2015

(in thousands)

(unaudited)



	Acelity L.P. Inc. Parent Company		Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	398	$	55,863		$	—	$	84,891	$	—		$	141,152
Accounts receivable, net	—		183,434			53,589		134,272		—			371,295
Inventories, net	—		99,322			111,525		99,600		(126,329		)	184,118
Deferred income taxes	—		39,863			11,031		272		—			51,166
Prepaid expenses and other	—		19,411			3,506		243,010		(233,782		)	32,145
Intercompany receivables	166		2,050,055			2,670,008		75,161		(4,795,390		)	—
Total current assets	564		2,447,948			2,849,659		637,206		(5,155,501		)	779,876
Net property, plant and equipment	—		304,260			65,918		138,667		(230,719		)	278,126
Debt issuance costs, net	—		66,044			—		—		—			66,044
Deferred income taxes	—		—			—		30,584		—			30,584
Goodwill	—		2,483,240			732,138		162,920		—			3,378,298
Identifiable intangible assets, net	—		272,398			1,752,711		287,700		—			2,312,809
Other non-current assets	—		1,146			177		94,263		(90,900		)	4,686
Intercompany loan receivables	—		750,000			431,255		—		(1,181,255		)	—
Intercompany investments	644,537		428,968			151,925		—		(1,225,430		)	—
	$	645,101	$	6,754,004		$	5,983,783	$	1,351,340	$	(7,883,805	)	$	6,850,423

Liabilities and Equity:
Current liabilities:
Accounts payable	$	—	$	15,145		$	12,849	$	20,079	$	—		$	48,073
Accrued expenses and other	—		228,501			230,093		72,135		(190,415		)	340,314
Intercompany payables	8,089		1,546,483			2,710,677		530,141		(4,795,390		)	—
Current installments of long-term debt	—		25,382			—		—		—			25,382
Income taxes payable	—		—			117		4,544		—			4,661
Deferred income taxes	—		—			45,013		—		—			45,013
Total current liabilities	8,089		1,815,511			2,998,749		626,899		(4,985,805		)	463,443
Long-term debt, net of current installments and discount	—		4,812,089			—		—		—			4,812,089
Non-current tax liabilities	—		9,980			6,346		18,010		—			34,336
Deferred income taxes	—		83,286			691,591		44,660		—			819,537
Other non-current liabilities	691		32,947			48,451		2,608		—			84,697
Intercompany loan payables	—		426,419			750,000		4,836		(1,181,255		)	—
Total liabilities	8,780		7,180,232			4,495,137		697,013		(6,167,060		)	6,214,102

Total equity	636,321		(426,228		)	1,488,646		654,327		(1,716,745		)	636,321
	$	645,101	$	6,754,004		$	5,983,783	$	1,351,340	$	(7,883,805	)	$	6,850,423

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Balance Sheet

December 31, 2014

(in thousands)



	Acelity L.P. Inc. Parent Company		Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets:
Current assets:
Cash and cash equivalents	$	398	$	41,027		$	1,499	$	140,617	$	—		$	183,541
Accounts receivable, net	—		179,872			67,355		123,256		—			370,483
Inventories, net	—		73,904			110,355		93,765		(99,802		)	178,222
Deferred income taxes	—		52,868			10,157		—		—			63,025
Prepaid expenses and other	—		11,106			6,851		247,606		(238,000		)	27,563
Intercompany receivables	166		1,854,033			2,432,299		48,267		(4,334,765		)	—
Total current assets	564		2,212,810			2,628,516		653,511		(4,672,567		)	822,834
Net property, plant and equipment	—		315,691			69,801		164,838		(262,282		)	288,048
Debt issuance costs, net	—		77,896			—		—		—			77,896
Deferred income taxes	—		—			—		31,692		—			31,692
Goodwill	—		2,483,240			732,138		162,920		—			3,378,298
Identifiable intangible assets, net	—		299,575			1,788,661		309,015		—			2,397,251
Other non-current assets	—		1,161			186		94,247		(90,900		)	4,694
Intercompany loan receivables	—		760,000			429,856		—		(1,189,856		)	—
Intercompany investments	667,530		360,292			223,581		—		(1,251,403		)	—
	$	668,094	$	6,510,665		$	5,872,739	$	1,416,223	$	(7,467,008	)	$	7,000,713

Liabilities and Equity:
Current liabilities:
Accounts payable	$	245	$	16,298		$	14,463	$	20,821	$	—		$	51,827
Accrued expenses and other	—		218,793			244,829		74,380		(194,518		)	343,484
Intercompany payables	6,441		1,181,383			2,634,149		512,792		(4,334,765		)	—
Current installments of long-term debt	—		25,721			—		—		—			25,721
Income taxes payable	—		—			—		1,305		—			1,305
Deferred income taxes	—		—			113,658		—		—			113,658
Total current liabilities	6,686		1,442,195			3,007,099		609,298		(4,529,283		)	535,995
Long-term debt, net of current installments and discount	—		4,815,290			—		—		—			4,815,290
Non-current tax liabilities	—		9,404			6,203		17,693		—			33,300
Deferred income taxes	—		106,440			637,777		47,940		—			792,157
Other non-current liabilities	695		113,368			48,172		1,023		—			163,258
Intercompany loan payables	—		420,294			760,000		9,562		(1,189,856		)	—
Total liabilities	7,381		6,906,991			4,459,251		685,516		(5,719,139		)	6,340,000

Total equity	660,713		(396,326		)	1,413,488		730,707		(1,747,869		)	660,713
	$	668,094	$	6,510,665		$	5,872,739	$	1,416,223	$	(7,467,008	)	$	7,000,713

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Operations and Comprehensive Income (Loss)

(in thousands)

(unaudited)



	For the three months ended June 30, 2015
	Acelity L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue:
Rental	$	—		$	157,674		$	—		$	22,723		$	—		$	180,397
Sales	—			87,967			217,740			203,091			(227,550		)	281,248
Total revenue	—			245,641			217,740			225,814			(227,550		)	461,645
Rental expenses	15			77,207			2,673			40,860			(42,886		)	77,869
Cost of sales	10			90,719			136,937			85,024			(237,181		)	75,509
Gross profit (loss)	(25		)	77,715			78,130			99,930			52,517			308,267
Selling, general and administrative expenses	745			74,827			40,324			43,203			(105		)	158,994
Research and development expenses	—			5,245			5,643			3,503			—			14,391
Acquired intangible asset amortization	—			13,304			19,313			12,095			—			44,712
Operating earnings (loss)	(770		)	(15,661		)	12,850			41,129			52,622			90,170
Non-operating intercompany transactions	—			22,536			188,971			(211,627		)	120			—
Interest income and other	—			16,799			6,335			52			(23,119		)	67
Interest expense	—			(113,673		)	(16,798		)	(22		)	23,119			(107,374		)
Foreign currency gain (loss)	—			(10,211		)	695			2,717			—			(6,799		)
Derivative instruments loss	—			(919		)	—			—			—			(919		)
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	(770		)	(101,129		)	192,053			(167,751		)	52,742			(24,855		)
Income tax expense (benefit)	—			(9,452		)	(1,306		)	3,534			—			(7,224		)
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	(770		)	(91,677		)	193,359			(171,285		)	52,742			(17,631		)
Equity in earnings (loss) of subsidiaries	(16,861		)	19,724			(171,285		)	—			168,422			—
Earnings (loss) from continuing operations	(17,631		)	(71,953		)	22,074			(171,285		)	221,164			(17,631		)
Earnings (loss) from discontinued operations, net of tax	—			—			—			—			—			—
Net earnings (loss)	$	(17,631	)	$	(71,953	)	$	22,074		$	(171,285	)	$	221,164		$	(17,631	)
Total comprehensive income (loss)	$	(12,696	)	$	(67,018	)	$	27,009		$	(166,350	)	$	206,359		$	(12,696	)

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Operations and Comprehensive Income (Loss)

(in thousands)

(unaudited)



	For the three months ended June 30, 2014
	Acelity L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue:
Rental	$	—		$	144,440		$	—		$	29,189		$	—		$	173,629
Sales	—			69,469			246,038			217,734			(247,692		)	285,549
Total revenue	—			213,909			246,038			246,923			(247,692		)	459,178
Rental expenses	37			70,687			3,180			53,929			(41,944		)	85,889
Cost of sales	39			76,573			160,448			90,636			(247,614		)	80,082
Gross profit (loss)	(76		)	66,649			82,410			102,358			41,866			293,207
Selling, general and administrative expenses	1,085			73,021			41,729			54,000			(70		)	169,765
Research and development expenses	—			6,241			6,535			5,457			—			18,233
Acquired intangible asset amortization	—			15,737			19,718			13,299			—			48,754
Wake Forest settlement	—			198,578			—			—			—			198,578
Operating earnings (loss)	(1,161		)	(226,928		)	14,428			29,602			41,936			(142,123		)
Non-operating intercompany transactions	—			5,958			(20,244		)	(22,982		)	37,268			—
Interest income and other	—			17,301			3,063			47			(20,284		)	127
Interest expense	—			(104,834		)	(17,221		)	(34		)	20,284			(101,805		)
Foreign currency gain (loss)	—			3,839			349			(336		)	—			3,852
Derivative instruments loss	—			(4,297		)	—			—			—			(4,297		)
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	(1,161		)	(308,961		)	(19,625		)	6,297			79,204			(244,246		)
Income tax expense (benefit)	—			(110,451		)	23,535			(3,507		)	—			(90,423		)
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	(1,161		)	(198,510		)	(43,160		)	9,804			79,204			(153,823		)
Equity in earnings (loss) of subsidiaries	(151,556		)	(34,014		)	9,804			—			175,766			—
Earnings (loss) from continuing operations	(152,717		)	(232,524		)	(33,356		)	9,804			254,970			(153,823		)
Earnings (loss) from discontinued operations, net of tax	—			—			1,106			—			—			1,106
Net earnings (loss)	$	(152,717	)	$	(232,524	)	$	(32,250	)	$	9,804		$	254,970		$	(152,717	)
Total comprehensive income (loss)	$	(153,825	)	$	(233,632	)	$	(33,358	)	$	8,696		$	258,294		$	(153,825	)

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Operations and Comprehensive Income (Loss)

(in thousands)

(unaudited)



	For the six months ended June 30, 2015
	Acelity L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue:
Rental	$	—		$	307,372		$	—		$	45,864		$	—		$	353,236
Sales	—			171,704			457,431			432,754			(509,430		)	552,459
Total revenue	—			479,076			457,431			478,618			(509,430		)	905,695
Rental expenses	36			153,080			6,140			82,225			(85,434		)	156,047
Cost of sales	53			180,215			296,190			172,998			(500,533		)	148,923
Gross profit (loss)	(89		)	145,781			155,101			223,395			76,537			600,725
Selling, general and administrative expenses	1,216			143,346			77,040			85,511			(356		)	306,757
Research and development expenses	—			10,862			10,539			7,668			—			29,069
Acquired intangible asset amortization	—			27,184			38,769			24,636			—			90,589
Operating earnings (loss)	(1,305		)	(35,611		)	28,753			105,580			76,893			174,310
Non-operating intercompany transactions	—			20,854			219,820			(240,817		)	143			—
Interest income and other	—			33,561			9,398			155			(42,900		)	214
Interest expense	—			(221,455		)	(33,516		)	(29		)	42,900			(212,100		)
Foreign currency gain (loss)	—			24,795			(898		)	(11,296		)	—			12,601
Derivative instruments gain	—			(4,267		)	—			—			—			(4,267		)
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	(1,305		)	(182,123		)	223,557			(146,407		)	77,036			(29,242		)
Income tax expense (benefit)	—			(9,037		)	(1,165		)	3,122			—			(7,080		)
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	(1,305		)	(173,086		)	224,722			(149,529		)	77,036			(22,162		)
Equity in earnings (loss) of subsidiaries	(20,857		)	68,677			(149,529		)	—			101,709			—
Earnings (loss) from continuing operations	(22,162		)	(104,409		)	75,193			(149,529		)	178,745			(22,162		)
Loss from discontinued operations, net of tax	—			—			—			—			—			—
Net earnings (loss)	$	(22,162	)	$	(104,409	)	$	75,193		$	(149,529	)	$	178,745		$	(22,162	)
Total comprehensive income (loss)	$	(24,298	)	$	(106,545	)	$	73,057		$	(151,665	)	$	185,153		$	(24,298	)

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Operations and Comprehensive Income (Loss)

(in thousands)

(unaudited)



	For the six months ended June 30, 2014
	Acelity L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue:
Rental	$	—		$	280,204		$	—		$	58,402		$	—		$	338,606
Sales	—			135,338			448,070			426,200			(446,401		)	563,207
Total revenue	—			415,542			448,070			484,602			(446,401		)	901,813
Rental expenses	80			139,478			5,328			108,040			(82,388		)	170,538
Cost of sales	45			141,914			275,512			183,470			(439,469		)	161,472
Gross profit (loss)	(125		)	134,150			167,230			193,092			75,456			569,803
Selling, general and administrative expenses	1,978			152,303			88,382			102,887			(173		)	345,377
Research and development expenses	—			11,863			13,279			10,581			—			35,723
Acquired intangible asset amortization	—			32,162			39,890			27,391			—			99,443
Wake Forest settlement	—			198,578			—			—			—			198,578
Operating earnings (loss)	(2,103		)	(260,756		)	25,679			52,233			75,629			(109,318		)
Non-operating intercompany transactions	—			(668		)	(28,526		)	(30,989		)	60,183			—
Interest income and other	—			34,501			12,891			77			(47,247		)	222
Interest expense	—			(216,850		)	(34,358		)	(39		)	47,247			(204,000		)
Foreign currency gain (loss)	—			3,379			303			406			—			4,088
Derivative instruments loss	—			(4,300		)	—			—			—			(4,300		)
Earnings (loss) from continuing operations before income taxes (benefit) and equity in earnings (loss) of subsidiaries	(2,103		)	(444,694		)	(24,011		)	21,688			135,812			(313,308		)
Income tax expense (benefit)	—			(190,439		)	55,369			22,645			—			(112,425		)
Earnings (loss) from continuing operations before equity in earnings (loss) of subsidiaries	(2,103		)	(254,255		)	(79,380		)	(957		)	135,812			(200,883		)
Equity in earnings (loss) of subsidiaries	(196,997		)	(84,764		)	(957		)	—			282,718			—
Earnings (loss) from continuing operations	(199,100		)	(339,019		)	(80,337		)	(957		)	418,530			(200,883		)
Earnings (loss) from discontinued operations, net of tax	—			—			1,783			—			—			1,783
Net earnings (loss)	$	(199,100	)	$	(339,019	)	$	(78,554	)	$	(957	)	$	418,530		$	(199,100	)
Total comprehensive income (loss)	$	(198,915	)	$	(338,834	)	$	(78,369	)	$	(772	)	$	417,975		$	(198,915	)

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Cash Flows

(in thousands)

(unaudited)



	For the six months ended June 30, 2015
	Acelity L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	(22,162	)	$	(104,409	)	$	75,193		$	(149,529	)	$	178,745		$	(22,162	)
Adjustments to reconcile net earnings (loss) to net cash provided (used) by operating activities	2,708			154,403			(127,098		)	40,959			(54,079		)	16,893
Net cash provided (used) by operating activities	(19,454		)	49,994			(51,905		)	(108,570		)	124,666			(5,269		)
Cash flows from investing activities:
Net additions to property, plant and equipment	—			(67,950		)	(3,721		)	(9,709		)	48,927			(32,453		)
Businesses acquired in purchase transactions, net of cash acquired	—			—			—			(2,948		)	—			(2,948		)
Decrease (increase) in identifiable intangible assets and other non-current assets	—			9			(3,595		)	(60		)	—			(3,646		)
Net cash provided (used) by investing activities	—			(67,941		)	(7,316		)	(12,717		)	48,927			(39,047		)
Cash flows from financing activities:
Distribution to limited partners	(55		)	—			—			—			—			(55		)
Settlement of profits interest units	(1,348		)	—			—			—			—			(1,348		)
Proceeds from revolving credit facility	—			30,000			—			—			—			30,000
Repayments of long-term debt and capital lease obligations	—			(12,916		)	(2,500		)	27			—			(15,389		)
Debt issuance costs	—			(6,256		)	—			—			—			(6,256		)
Proceeds (payments) on intercompany loans	—			16,125			(11,399		)	(4,726		)	—			—
Proceeds (payments) on intercompany investments	20,857			5,830			71,621			75,285			(173,593		)	—
Net cash provided (used) by financing activities	19,454			32,783			57,722			70,586			(173,593		)	6,952
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(5,025		)	—			(5,025		)
Net increase (decrease) in cash and cash equivalents	—			14,836			(1,499		)	(55,726		)	—			(42,389		)
Cash and cash equivalents, beginning of period	398			41,027			1,499			140,617			—			183,541
Cash and cash equivalents, end of period	$	398		$	55,863		$	—		$	84,891		$	—		$	141,152

Condensed Consolidating Parent Company, Co-Issuers,

Guarantor and Non-Guarantor Statement of Cash Flows

(in thousands)

(unaudited)



	For the six months ended June 30, 2014
	Acelity L.P. Inc. Parent Company			Kinetic Concepts, Inc. and KCI USA, Inc. Borrower			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	(199,100	)	$	(339,019	)	$	(78,554	)	$	(957	)	$	418,530		$	(199,100	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities	3,518			145,948			116,189			95,906			(101,083		)	260,478
Net cash provided (used) by operating activities	(195,582		)	(193,071		)	37,635			94,949			317,447			61,378
Cash flows from investing activities:
Net additions to property, plant and equipment	—			(55,257		)	(3,587		)	(30,561		)	57,434			(31,971		)
Businesses acquired in purchase transactions, net of cash acquired	—			—			(4,500		)	(113		)	—			(4,613		)
Decrease (increase) in identifiable intangible assets and other non-current assets	—			(424		)	(3,711		)	(95		)	—			(4,230		)
Net cash provided (used) by investing activities	—			(55,681		)	(11,798		)	(30,769		)	57,434			(40,814		)
Cash flows from financing activities:
Settlement of profits interest units	(1,416		)	—			—			—			—			(1,416		)
Repayments of long-term debt and capital lease obligations	—			(13,240		)	—			(31		)	—			(13,271		)
Proceeds (payments) on intercompany loans	—			216,613			(26,363		)	(190,250		)	—			—
Proceeds (payments) on intercompany investments	196,998			84,540			408			92,935			(374,881		)	—
Net cash provided (used) by financing activities	195,582			287,913			(25,955		)	(97,346		)	(374,881		)	(14,687		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			841			—			841
Net increase (decrease) in cash and cash equivalents	—			39,161			(118		)	(32,325		)	—			6,718
Cash and cash equivalents, beginning of period	398			87,771			118			118,662			—			206,949
Cash and cash equivalents, end of period	$	398		$	126,932		$	—		$	86,337		$	—		$	213,667

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the condensed consolidated financial statements and accompanying notes included in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed in our “Risk Factors” (Part II, Item 1A.), including those previously disseminated in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

GENERAL

We are a leading global medical technology company devoted to the development and commercialization of innovative products and therapies designed to improve outcomes while helping to reduce the overall cost of patient care. Our primary businesses serve the advanced wound therapeutics and regenerative medicine markets and we are engaged in the rental and sale of our products throughout the United States and in over 75 countries worldwide through direct sales and indirect operations. We are owned by investment funds advised by Apax Partners and controlled affiliates of Canada Pension Plan Investment Board and the Public Sector Pension Investment Board and certain other co-investors.

Our Advanced Wound Therapeutics business is focused on the development and commercialization of advanced wound therapeutics devices and dressings and accounted for approximately $354.2 million or 76.8% and $691.5 million or 76.3% of our global revenue in the second quarter and first six months of 2015, respectively. Our Advanced Wound Therapeutics business is primarily engaged in commercializing several technology platforms, including negative pressure wound therapy (“NPWT”), advanced dressings, negative pressure surgical management (“NPSM”) and epidermal harvesting. Our advanced wound therapeutics dressings are used for the management of chronic and acute wounds. Our Advanced Wound Therapeutics business is primarily conducted by KCI and its operating subsidiaries, including Systagenix. Key brands in our Advanced Wound Therapeutics business include the V.A.C. NPWT line of products, Prevena, ABThera, CelluTome, Promogran, Tielle, and Adaptic.

Our Regenerative Medicine business is primarily focused on the development and commercialization of regenerative and reconstructive acellular tissue matrices for use in general and reconstructive surgical procedures to repair soft tissue defects. Key brands within our product portfolio include our human tissue based AlloDerm and porcine tissue based Strattice in various configurations designed to meet the needs of patients and caregivers. In addition to our acellular tissue matrices, our Regenerative Medicine business markets autologous fat grafting solutions, such as Revolve, which complement our tissue matrix business. Regenerative medicine accounted for approximately $103.5 million or 22.4% and $207.7 million or 22.9% of our global revenue in the second quarter and first six months of 2015, respectively.

Other revenue consists of contract manufacturing operations performed at our manufacturing facility in Gargrave, England and accounted for approximately $3.9 million or 0.8% and $6.5 million or 0.8% of our global revenue in the second quarter and first six months of 2015, respectively.

Our customers include acute care hospitals, ambulatory surgical centers, and long-term care facilities, with whom we contract directly or through group purchasing organizations (“GPOs”). We bill these facilities directly for the rental and sale of our products. In the U.S. home care setting, we provide products and therapies to patients in the home and bill third-party payers, such as Medicare and private insurance, directly. Outside of the U.S., most of our revenue is generated in the acute care setting. Our sales and marketing organizations are focused on the training and education of care-givers on the proper application of our products and therapies, particularly with general, plastic and orthopedic surgeons, as well as wound ostomy care nurses. We also drive adoption of our products with the support of extensive clinical efficacy data, as well as the economic value proposition of our products to reduce the overall cost of care.

RESULTS OF OPERATIONS

We have two reportable operating segments which correspond to our two businesses: Advanced Wound Therapeutics and Regenerative Medicine. Our Advanced Wound Therapeutics business is conducted by KCI and its subsidiaries, including Systagenix, while our Regenerative Medicine business is conducted by LifeCell and its subsidiaries. Other revenue consists of contract manufacturing operations performed at our manufacturing facility in Gargrave, England. We have two primary geographic regions: the Americas, which is comprised principally of the United States and includes Canada, Puerto Rico and Latin America; and EMEA/APAC, which is comprised of Europe, the Middle East, Africa and the Asia Pacific region. Revenue for each of our geographic regions in which we operate is disclosed for each of our businesses.

Historically, we have experienced a seasonal slowing of unit demand for our NPWT devices and related dressings beginning in the fourth quarter and continuing into the first quarter, which we believe has been caused by year-end clinical treatment patterns, such as the postponement of elective surgeries and increased discharges of individuals from the acute care setting around the winter holidays. We typically experience a slowing of demand for our advanced wound therapeutics dressings in the fourth quarter. Although we do not know if our historical experience will prove to be indicative of future periods, similar slow-downs may occur in subsequent periods.

Certain prior period amounts have been reclassified to conform to the 2015 presentation.

Revenue by Operating Segment

The following table sets forth, for the periods indicated, business unit revenue as well as the percentage change in each line item, comparing the second quarter and first six months of 2015 to the second quarter and first six months of 2014 (dollars in thousands):



	Three months ended June 30,						Six months ended June 30,
	2015		2014		% Change		2015		2014		% Change
Advanced Wound Therapeutics revenue:
Rental	$	180,397	$	173,629	3.9	%	$	353,236	$	338,606	4.3	%
Sales	173,817		173,844		—		338,237		339,662		(0.4	)
Total – Advanced Wound Therapeutics	354,214		347,473		1.9		691,473		678,268		1.9

Regenerative Medicine revenue:
Sales	103,529		107,524		(3.7	)	207,698		214,180		(3.0	)

Other revenue:
Sales	3,902		4,181		(6.7	)	6,524		9,365		(30.3	)

Total consolidated revenue:
Rental	180,397		173,629		3.9		353,236		338,606		4.3
Sales	281,248		285,549		(1.5	)	552,459		563,207		(1.9	)
Total consolidated revenue	$	461,645	$	459,178	0.5	%	$	905,695	$	901,813	0.4	%

The increase in total revenue compared to the prior-year periods was due to higher Advanced Wound Therapeutics rental revenue, partially offset by lower Regenerative Medicine revenue and Advanced Wound Therapeutics sales revenue. Foreign currency exchange rate movements negatively impacted worldwide revenue during the second quarter and first six months of 2015 by 4.6% and 4.3% compared to the prior-year periods.

The increase in worldwide Advanced Wound Therapeutics revenue from the prior-year periods was attributable primarily to increased NPWT volumes, partially offset by lower average pricing due to increased competition, healthcare reform and declining reimbursement. Foreign currency exchange rate movements negatively impacted worldwide Advanced Wound Therapeutics revenue during the second quarter and first six months of 2015 by 5.5% and 5.2% compared to the prior-year periods.

The decline in worldwide Regenerative Medicine revenue from the prior-year periods was due primarily to decreased volumes of abdominal wall repair procedures using biologics as some customers are choosing lower cost alternatives. Foreign currency exchange rate movements negatively impacted worldwide Regenerative Medicine revenue during the second quarter and first six months of 2015 by 1.4% and 1.3% compared to the prior-year periods.

Revenue by Geography

The following table sets forth, for the periods indicated, rental and sales revenue by geography as well as the percentage change in each line item, comparing the second quarter and first six months of 2015 to the second quarter and first six months of 2014 (dollars in thousands):



	Three months ended June 30,						Six months ended June 30,
	2015		2014		% Change		2015		2014		% Change

Americas revenue:
Rental	$	161,187	$	148,798	8.3	%	$	314,495	$	288,821	8.9	%
Sales	197,454		191,876		2.9		390,216		381,956		2.2
Total – Americas	358,641		340,674		5.3		704,711		670,777		5.1

EMEA/APAC revenue:
Rental	19,210		24,831		(22.6	)	38,741		49,785		(22.2	)
Sales	83,794		93,673		(10.5	)	162,243		181,251		(10.5	)
Total – EMEA/APAC	103,004		118,504		(13.1	)	200,984		231,036		(13.0	)

Total consolidated revenue:
Rental	180,397		173,629		3.9		353,236		338,606		4.3
Sales	281,248		285,549		(1.5	)	552,459		563,207		(1.9	)
Total consolidated revenue	$	461,645	$	459,178	0.5	%	$	905,695	$	901,813	0.4	%

Foreign currency exchange rate movements negatively impacted Americas revenue during the second quarter and first six months of 2015 by 0.8% and 0.7% compared to the prior-year periods. Foreign currency exchange rate movements negatively impacted EMEA/APAC revenue during the second quarter and first six months of 2015 by 15.3% and 14.5% compared to the prior-year periods.

Revenue Relationship

The following table sets forth, for the periods indicated, the percentage relationship of each item to total revenue in the period, as well as the changes in each line item:



	Three months ended June 30,							Six months ended June 30,
	2015		2014		Change			2015		2014		Change

Advanced Wound Therapeutics revenue	76.8	%	75.7	%	110		bps	76.3	%	75.2	%	110		bps
Regenerative Medicine revenue	22.4		23.4		(100	)	bps	22.9		23.7		(80	)	bps
Other revenue	0.8		0.9		(10	)	bps	0.8		1.1		(30	)	bps
Total consolidated revenue	100.0	%	100.0	%				100.0	%	100.0	%

Americas revenue	77.7	%	74.2	%	350		bps	77.8	%	74.4	%	340		bps
EMEA/APAC revenue	22.3		25.8		(350	)	bps	22.2		25.6		(340	)	bps
Total consolidated revenue	100.0	%	100.0	%				100.0	%	100.0	%

Rental revenue	39.1	%	37.8	%	130		bps	39.0	%	37.5	%	150		bps
Sales revenue	60.9		62.2		(130	)	bps	61.0		62.5		(150	)	bps
Total consolidated revenue	100.0	%	100.0	%				100.0	%	100.0	%

Rental Expenses

The following table presents rental expenses for the periods indicated as well as the percentage change in each line item, comparing the second quarter and first six months of 2015 to the second quarter and first six months of 2014 (dollars in thousands):



	Three months ended June 30,						Six months ended June 30,
	2015		2014		% Change		2015		2014		% Change

Rental expenses	$	77,869	$	85,889	(9.3	)%	$	156,047	$	170,538	(8.5	)%

Rental, or field, expenses are comprised of both fixed and variable costs including facilities, field service, sales force compensation and royalties associated with our rental products. Rental expenses during the second quarter and first six months of 2015 decreased from the prior-year periods due primarily to a decrease in depreciation related to the fixed asset step up associated with purchase accounting of $5.4 million and $13.5 million, respectively. Foreign currency exchange rate movements favorably impacted rental expenses during the second quarter and first six months of 2015 by $5.3 million and $9.9 million, respectively, compared to the prior-year periods. These decreases were partially offset by increases in marketing and selling related expenses.

Cost of Sales

The following table presents cost of sales as well as the percentage change in each line item, comparing the second quarter and first six months of 2015 to the second quarter and first six months of 2014 (dollars in thousands):



	Three months ended June 30,						Six months ended June 30,
	2015		2014		% Change		2015		2014		% Change

Cost of sales	$	75,509	$	80,082	(5.7	)%	$	148,923	$	161,472	(7.8	)%

Cost of sales includes manufacturing costs, product costs and royalties associated with our “for sale” products. Foreign currency exchange rate movements favorably impacted cost of sales during the second quarter and first six months of 2015 by $4.6 million and $8.0 million, respectively, compared to the prior-year periods. The remaining decrease in cost of sales in the second quarter of 2015 compared to the prior-year period was due primarily to lower sales volumes from the Regenerative Medicine business, partially offset by higher AWT sales volumes. The remaining decrease in cost of sales during the first six months of 2015 compared to the prior-year period was due primarily to lower sales volumes from the Regenerative Medicine business and $6.7 million of additional cost of sales recorded in the first quarter of 2014 associated with the Systagenix acquisition purchase accounting adjustments related to the step up in value of inventory, partially offset by higher AWT sales volumes.

Gross Profit Margin

The following table presents the gross profit margin (calculated as gross profit divided by total revenue for the periods indicated):



	Three months ended June 30,						Six months ended June 30,
	2015		2014		% Change		2015		2014		% Change

Gross profit margin	66.8	%	63.9	%	290	bps	66.3	%	63.2	%	310	bps

The gross profit margin increase during the second quarter of 2015 compared to the prior-year period was due primarily to a decrease in depreciation expense related to the fixed asset step up associated with purchase accounting. The gross profit margin increase during the first six months of 2015 compared to the prior-year period was due primarily to $6.7 million of additional cost of sales recorded in the first quarter of 2014 related to the inventory step up and a decrease in depreciation expense related to the fixed asset step up associated with purchase accounting.

Selling, General and Administrative Expenses

The following table presents selling, general and administrative expenses and the percentage relationship to total revenue (dollars in thousands):



	Three months ended June 30,						Six months ended June 30,
	2015		2014		% Change		2015		2014		% Change

Selling, general and administrative expenses	$	158,994	$	169,765	(6.3	)%	$	306,757	$	345,377	(11.2	)%

Selling, general and administrative (“SG&A”) expenses generally include administrative labor, incentive and sales compensation costs, insurance costs, professional fees, depreciation, bad debt expense and information systems costs, but exclude rental sales force compensation costs. Foreign currency exchange rate movements favorably impacted SG&A expenses during the second quarter and first six months of 2015 by $7.0 million and $12.9 million, respectively, compared to the prior-year periods. The remaining decrease in SG&A is due primarily to lower selling-related costs and savings associated with our integration efforts. Salary-related expenses decreased due to lower employee headcount. Expenses associated with business optimization and integration activities also declined compared to the prior year period.

Research and Development Expenses

The following table presents research and development expenses and the percentage relationship to total revenue (dollars in thousands):



	Three months ended June 30,									Six months ended June 30,
	2015			2014			% Change			2015			2014			% Change

Research and development expenses	$	14,391		$	18,233		(21.1)%			$	29,069		$	35,723		(18.6			)%
As a percent of total revenue	3.1		%	4.0		%	(90	)	bps	3.2		%	4.0		%	(80	)	bps

Research and development ("R&D") expenses relate to our investments in clinical studies and the development of new and enhanced products and therapies. Our research and development efforts include the development of new and synergistic technologies across the continuum of wound care, including tissue regeneration, preservation and repair, as well as new applications of negative pressure technology. Our research and development program is also leveraging our core understanding of biological tissues in order to develop biosurgery products in our Regenerative Medicine business. The decrease in R&D is due primarily to salary related expenses due to lower employee headcount. Expenses associated with product development, clinical studies and clinical research also decreased due to savings associated with our integration efforts.

Acquired Intangible Asset Amortization

We have recorded identifiable intangible assets in connection with the 2011 merger, the 2013 Systagenix acquisition and various technology acquisitions. During the second quarters of 2015 and 2014, we recorded $44.7 million and $48.8 million, respectively, of amortization expense associated with these identifiable intangible assets. During the first six months of 2015 and 2014, we recorded $90.6 million and $99.4 million, respectively, of amortization expense associated with these identifiable intangible assets.

Wake Forest Settlement

On June 30, 2014 , KCI entered into a settlement and release agreement (the “Settlement Agreement”) with Wake Forest to fully and finally resolve the pending patent disputes between them regarding Wake Forest’s NPWT patents formerly licensed to KCI. To fully resolve all the pending disputes between KCI and Wake Forest, KCI agreed to pay Wake Forest retrospective U.S. patent royalties in the amount of $280 million, according to the following schedule: $80 million paid in July 2014, $85 million paid in June 2015, $85 million to be paid in June 2016, and $30 million to be paid in June 2017. As a result, we recorded patent settlement charges of $198.6 million in the second quarter of 2014 representing the net present value of payments under the Settlement Agreement, net of the $63.2 million previously existing accrual.

Interest Expense

Interest expense increased to $107.4 million and $212.1 million in the second quarter and first six months of 2015, respectively, compared to $101.8 million and $204.0 million in the prior-year periods due to accretion of the Wake Forest settlement liability related to the settlement and release agreement with Wake Forest entered into during the second quarter of 2014 and higher interest rates associated with Amendment No. 6 of our Senior Secured Credit Facility we entered into on March 10, 2015.

Foreign Currency Gain (Loss)

Foreign currency transactions resulted in a loss of $6.8 million and a gain of $12.6 million during the second quarter and first six months of 2015, respectively, compared to gains of $3.9 million and $4.1 million in the prior-year periods. The revaluation of the Term E-1 EURO loan to U.S. dollars represented a foreign currency transaction loss of $9.5 million and gain of $23.0 million during the second quarter and first six months of 2015, respectively. The revaluation of the Term E-1 EURO loan to U.S. dollars represented foreign currency transaction gains of $3.3 million and $3.1 million in the prior-year periods. Excluding the revaluation of the Term E-1 EURO loan to U.S. dollars, we recognized foreign currency exchange gain of $2.7 million and loss of $10.4 million during the second quarter and first six months of 2015, respectively, compared to gains of $0.5 million and $1.0 million in the prior-year periods due to significant fluctuations in the Euro exchange rate.

Derivative Instruments Loss

During the second quarter and first six months of 2015, we recorded a derivative instruments loss of $0.9 million and $4.3 million, respectively, compared to losses of $4.3 million in each of the prior-year periods due primarily to fluctuations in the value of our interest rate derivative instruments.

Earnings from Discontinued Operations

No gains or losses from discontinued operations were recorded in the second quarter and first six months of 2015. During the second quarter and first six months of 2014, we recorded a gain from discontinued operations, net of tax, of $1.1 million and $1.8 million, respectively, related to the disposition of our SPY assets.

LIQUIDITY AND CAPITAL RESOURCES

General

We require capital principally for working capital requirements, capital expenditures and debt service requirements. Additionally, from time to time, we may use capital for acquisitions and other investing and financing activities. Working capital is required principally to finance accounts receivable and inventory. Our working capital requirements vary from period-to-period depending on manufacturing volumes, the timing of shipments and the payment cycles of our customers and payers.

We may from time to time seek to retire or purchase our outstanding debt through cash purchases, open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Sources of Capital

Based upon the current level of operations, we believe our existing capital resources, as well as cash flows from operating activities and availability under our Revolving Credit Facility will be adequate to meet our anticipated cash requirements for at least the next twelve months. Cash flows related to discontinued operations were not material for the first six months of 2014 and therefore have not been separately disclosed in the condensed consolidated statements of cash flows. We do not anticipate the absence of cash flows from discontinued operations to significantly affect our liquidity and capital resources. During the first six months of 2015, cash from operations was impacted by the $85 million payment to Wake Forest under our Settlement Agreement resulting in a temporary $30 million borrowing under our Revolving Credit Facility. The $30 million borrowing under the Revolving Credit Facility was repaid in July 2015 using cash from operations. During the first six months of 2014, our primary source of capital was cash from operations. The following table summarizes the net cash provided and used by operating activities, investing activities and financing activities (in thousands):



	Six months ended June 30,
	2015			2014
Net cash provided (used) by operating activities	$	(5,269	)	$	61,378
Net cash used by investing activities	(39,047		)	(40,814		)
Net cash provided (used) by financing activities	6,952			(14,687		)
Effect of exchange rates changes on cash and cash equivalents	(5,025		)	841
Net increase (decrease) in cash and cash equivalents	$	(42,389	)	$	6,718

As of June 30, 2015 and December 31, 2014, our principal sources of liquidity consisted of $141.2 million and $183.5 million, respectively, of cash and cash equivalents. We also had availability of $132.0 million and $161.0 million under our Revolving Credit Facility as of June 30, 2015 and December 31, 2014, respectively.

Capital Expenditures

During the first six months of 2015 and 2014, we made capital expenditures of $29.6 million and $28.4 million, respectively. Capital expenditures during the first six months of 2015 and 2014 related primarily to expanding the rental fleet and information technology projects and purchases.

Senior Secured Credit Facility

The following table sets forth the amounts owed under the Senior Secured Credit Facility, the effective interest rates on such outstanding amounts, and the amount available for additional borrowing thereunder, as of June 30, 2015 (dollars in thousands):



Senior Secured Credit Facility	Maturity Date	Effective Interest Rate			Amount Outstanding⁽¹⁾		Amount Available for Additional Borrowing
Senior Revolving Credit Facility	November 2016	6.03	%		$	30,000	$	131,976	⁽²⁾
Senior Dollar Term E-1 Credit Facility	May 2018	5.00	%	⁽³⁾	1,892,537		—
Senior Euro Term E-1 Credit Facility	May 2018	5.67	%	⁽³⁾	262,442		—
Senior Term E-2 Credit Facility	November 2016	4.69	%	⁽³⁾	310,966		—
Total					$	2,495,945	$	131,976

_____________________


(1)	Amount outstanding includes the original issue discount.


(2)	At June 30, 2015, the amount available under the Revolving Credit Facility reflected a reduction of $38.0 million of letters of credit issued by banks which are party to the Senior Secured Credit Facility. In addition, we have $8.9 million of letters of credit issued by a bank not party to the Senior Secured Credit Facility.


(3)	The effective interest rate includes the effect of the original issue discount. Excluding the original issue discount, our nominal interest rate as of June 30, 2015 was 4.50% on the Senior Dollar Term E-1 Credit Facility, 4.75% on the Senior Euro Term E-1 Credit Facility and 4.00% on the Senior Term E-2 Credit Facility.

On March 10, 2015, we entered into Amendment No. 6 to our Senior Secured Credit Facility (“Amendment No. 6”). In connection with Amendment No. 6, certain applicable rates were modified such that (i) Dollar Term E-1 Loans bear interest at a rate equal to, at KCI’s election, a Eurocurrency rate plus 3.50% or an adjusted base rate plus 2.50%, (ii) Euro Term E-1 Loans

bear interest at a rate equal to, at KCI’s election, a Eurocurrency rate plus 3.75% or an adjusted base rate plus 2.75%, and (iii) Term E-2 Loans bear interest at a rate equal to, at KCI’s election, a Eurocurrency rate plus 3.00% or an adjusted base rate plus 2.00%. The Eurocurrency rate shall be subject to a floor of 1.00%, and the adjusted base rate shall be subject to a floor of 2.00%. Repayments of Dollar Term E-1 Loans, Euro Term E-1 Loans or Term E-2 Loans within 12 months of the effective date of Amendment No. 6 in connection with a repricing transaction will be subject to a 1.0% prepayment premium. As a result of Amendment No. 6, the financial covenants were amended to remove the interest coverage ratio in its entirety and to set the total leverage ratio for any test period to be no greater than 8.25:1.00. In addition, certain other covenants were amended, including with respect to the incurrence of incremental facilities and asset sales.

10.5% Second Lien Senior Secured Notes

In November 2011, we issued $1.750 billion aggregate principal amount of second lien senior secured notes due 2018 (the “10.5% Second Lien Notes”). Interest on the 10.5% Second Lien Notes accrues at the rate of 10.5% per annum and is payable semi-annually in cash on each May 1 and November 1 through the maturity date. The 10.5% Second Lien Notes were issued at a discount resulting in an effective interest rate of 10.87%.

12.5% Senior Unsecured Notes

In November 2011, we issued $750.0 million aggregate principal amount of senior unsecured notes due 2019 (the “12.5% Unsecured Notes”); $612.0 million of which are still outstanding. Interest on the 12.5% Unsecured Notes accrues at the rate of 12.50% per annum and is payable semi-annually in cash on each May 1 and November 1through the maturity date. The 12.5% Unsecured Notes were issued at a discount resulting in an effective interest rate of 12.62%.

Covenants

As of June 30, 2015, we were in compliance with all covenants under our credit agreement and indentures.

For further information on our long-term debt, see Note 5 of the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Interest Rate Protection

At June 30, 2015 and December 31, 2014, we were party to three interest rate swap agreements to convert $1.445 billion and $1.463 billion, respectively, of our outstanding variable rate debt to a fixed rate basis. The aggregate notional amount of the interest rate swaps decreases quarterly by amounts ranging from $1.7 million to $56.4 million until maturity. Our interest rate protection agreements have not been designated as hedging instruments, and as such, we recognize the fair value of these instruments as an asset or liability with income or expense recognized in the current period.

For further information on our interest rate protection agreements, see Note 5 of the notes to the condensed consolidated financial statements.

Contractual Obligations

There have been no material changes, outside of the ordinary course of business, in our outstanding contractual obligations since December 31, 2014.

Critical Accounting Estimates

For a description of our critical accounting estimates, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 under the heading Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates."

Recently Issued Accounting Standards

See note 1(e) of the notes to condensed consolidated financial statements included in this report for a discussion of recently issued accounting standards.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including fluctuations in interest rates and variability in currency exchange rates. There have been no material changes from the risk factors disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014. For a description of our policies, procedures and internal processes governing our management of market risk and the use of financial instruments to manage our exposure to such risk, please see our Annual Report for the fiscal year ended December 31, 2014 under the heading “Quantitative and Qualitative Disclosures About Market Risk.”

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. Our management, with the participation of the principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting. There have not been any changes in our internal control over financial reporting (as such term is defined by paragraph (d) of Rule 13a-15) under the Exchange Act, during the second fiscal quarter of 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Incorporated in this Item 1, by reference, are the legal proceedings described in Note 7 of the notes to condensed consolidated financial statements included in this report under the heading "Commitments and Contingencies: Legal Proceedings."

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

ITEM 6. EXHIBITS



A list of all exhibits filed or included as part of this quarterly report on Form 10-Q is as follows:

Exhibit Number		Description
3.1		Declaration of Centaur Guernsey L.P. Inc. (filed as Exhibit 3.3 to our Registration Statement on Form S-4 filed on October 1, 2012).
3.2		Certificate of Registration of Centaur Guernsey L.P. Inc. (filed as Exhibit 3.4 to our Registration Statement on Form S-4 filed on October 1, 2012).
3.3		Amended and Restated Limited Partnership Agreement of Centaur Guernsey L.P. Inc. (filed as Exhibit 3.3 to our Registration Statement on Form S-4 filed on October 1, 2012).
†31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated July 31, 2015.
†31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated July 31, 2015.
†32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated July 31, 2015.

		† Exhibit filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas on July 31, 2015.



	ACELITY L.P. INC.
	(REGISTRANT)

Date: July 31, 2015	By:	/s/ Joseph F. Woody
		Joseph F. Woody
		Principal Executive Officer
		(Duly Authorized Officer)


Date: July 31, 2015	By:	/s/ Thomas W. Casey
		Thomas W. Casey
		Principal Financial Officer
		(Duly Authorized Officer)

EXHIBITS



Exhibit Number		Description
3.1		Declaration of Centaur Guernsey L.P. Inc. (filed as Exhibit 3.3 to our Registration Statement on Form S-4 filed on October 1, 2012).
3.2		Certificate of Registration of Centaur Guernsey L.P. Inc. (filed as Exhibit 3.4 to our Registration Statement on Form S-4 filed on October 1, 2012).
3.3		Amended and Restated Limited Partnership Agreement of Centaur Guernsey L.P. Inc. (filed as Exhibit 3.3 to our Registration Statement on Form S-4 filed on October 1, 2012).
†31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated July 31, 2015.
†31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated July 31, 2015.
†32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated July 31, 2015.

		† Exhibit filed herewith.

Attached files

Acelity L.P. Inc. Reports

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