Accuro cim 12 29-11 rev 8

54
Confidential Information Memorandum (CIM) PROJECT MEGA MARKET ____________________________________ The Right Product at the Right Time ____________________________________

description

 

Transcript of Accuro cim 12 29-11 rev 8

Page 1: Accuro cim 12 29-11 rev 8

Confidential Information Memorandum (CIM)

PROJECT MEGA MARKET

____________________________________

The Right Product at the Right Time

____________________________________

Page 2: Accuro cim 12 29-11 rev 8

Contacts

Hunter Wise represents AMP on an exclusive basis with the fees paid by the client. All IOIs, LOI’s, questions, emails and correspondence are to be directed to Dr. Christopher Gayde, Managing Director or Kenneth Hoganson at Hunter Wise, and not to either the Company or its owner. For additional information, please contact:

Dr. Christopher Gayde – Managing Director & LeaderHealth Care Industry PracticeDirect Tel: (949) 732-4114, Cell (734) [email protected]

Kenneth B. Hoganson, Jr.Managing DirectorCell (630)915-7715 [email protected]

Purpose, Notice, & DisclaimerPurpose: This Confidential Information Memorandum, presented by Hunter Wise Financial Group, LLC (“Hunter Wise”), is intended to acquaint prospective investors with relevant preliminary information regarding Accuro Medical Products, hereafter referred to as “Accuro”, “AMP” or the “Company”, whose business is currently available for acquisition, recapitalization or merger. The overall format of this Confidential Information Memorandum is designed to reflect to prospective investors the factors that create value within the Company and assumes that any sale will take the form of either the sale of assets with assumption of operating liabilities or the sale of stock. This Confidential Information Memorandum is being furnished only to prospective investors who have signed a Confidentiality Agreement, and who have made a specific request for information regarding AMP for the purpose of determining their interest in submitting an offer to acquire or recapitalize the Company.

Notice of Confidentiality: Hunter Wise represents AMP on an exclusive basis. All information presented in this document is highly sensitive and confidential and is for use only by those who have signed a Confidentiality Agreement for the purpose of considering the business described herein for investment. This Confidential Information Memorandum and related information presented shall be treated as secret and confidential and no part of it shall be disclosed to others, except as provided in the Confidentiality Agreement. The Confidential Information Memorandum shall not be reproduced, duplicated or revealed, in whole or in part, or used in any other manner without the prior written permission of Hunter Wise or the Company. Should there be no interest in the Company as an acquisition, the Confidential Information Memorandum and all related information shall be promptly returned to Hunter Wise, or deleted if in electronic format.

Disclaimer: The information contained in this Confidential Information Memorandum, including but not limited to the Executive Summary, Business Description, Marketing Analysis, Organization, Facilities and Financial sections, has been supplied by the Company. Hunter Wise has not audited or otherwise confirmed this information and makes no representations, expressed or implied, as to its accuracy or completeness or the conclusions to be drawn and shall in no way be responsible for the content, accuracy and truthfulness of such information. Any and all representations shall be made solely by the Company and then only when set forth in a signed acquisition agreement or purchase contract, which agreement or contract shall control as to representations and warranties, if any. By requesting this Confidential Information Memorandum, the recipient acknowledges the responsibility to perform a due diligence review at his or her own cost prior to any acquisition of or business combination with the Company.

The Industry Overview section of this report is the result of research utilizing stheces and materials considered to be relevant to the industry. The Pro Forma Income Statements presuppose infusion of any necessary operating capital, adequacy of personnel, expertise at all levels of operations and a commitment to attain growth. Such pro forma financial information and projections cannot anticipate economic, socio-economic and political factors that might impact the expected growth. Accordingly, Hunter Wise makes no representations, expressed or implied, as to the validity of the projections.

Page 3: Accuro cim 12 29-11 rev 8

PROJECT MEGA MARKET

Table of Contents

1. EXECUTIVE SUMMARY.............................................................................................................................................. 5

1.1 KEY INVESTMENT CONSIDERATIONS....................................................................................................................................51.2 BUSINESS & PARADIGM SHIFT SUMMARY............................................................................................................................51.3 CRITICAL SUCCESS AND FAILURE CHRONOLOGY.....................................................................................................................51.4 THE MARKET OPPORTUNITY SUMMARIZED..........................................................................................................................61.5 MARKET STRATEGY SUMMARIZED......................................................................................................................................6

1.5.1 A Market Competitive Matrix.............................................................................................................................71.5.2 Products and Solutions Summary.......................................................................................................................81.5.3 The Apex System: Disruptive Market Maker......................................................................................................81.5.4 Dressing Kits: Annuity Maker One......................................................................................................................81.5.5 The Canister System: Annuity Maker Two..........................................................................................................81.5.6 Therapeutic Mattresses:.....................................................................................................................................81.5.7 Accessory Future Potential.................................................................................................................................9

1.6 MANAGEMENT’S SWOT ANALYSIS....................................................................................................................................91.6.1 Strengths............................................................................................................................................................91.6.2 Weaknesses........................................................................................................................................................91.6.3 Opportunities......................................................................................................................................................91.6.4 Threats...............................................................................................................................................................9

1.7 EBITDA SUMMARY.......................................................................................................................................................10

2. THE MEGA NEGATIVE PRESSURE WOUND THERAPY (NPWT) MARKET......................................................................11

2.1 THE CURRENT MARKET & THE PARADIGM........................................................................................................................112.1.1 Current Paradigm.............................................................................................................................................11

2.2 THE COMPETITIVE PRODUCT MATRIX...............................................................................................................................112.3 A COMPETITOR REVIEW.................................................................................................................................................132.4 SALES ANALYSIS............................................................................................................................................................14

2.4.1 Management Projects Sales by Product...........................................................................................................142.4.2 Potential Products by 2012...............................................................................................................................142.4.3 Potential Products by Year 2013.......................................................................................................................142.4.4 New Products: Wound Tracking Software........................................................................................................142.4.5 New Products: Elopement Prevention Systems.................................................................................................152.4.6 Management Projects Sales by Market............................................................................................................152.4.7 Management Projects Units Sold......................................................................................................................162.4.8 Management Projects Average Unit Prices......................................................................................................16

2.5 WOUNDPRO NPWT SYSTEM..........................................................................................................................................172.5.1 Management Sales Projections........................................................................................................................172.5.2 The Summary Product Features........................................................................................................................172.5.3 The Summary Device Features..........................................................................................................................172.5.4 The Detailed Product Features..........................................................................................................................182.5.5 Competitors Summary......................................................................................................................................182.5.6 Future Products: Wound Pro.............................................................................................................................19

2.6 DRESSING KITS.............................................................................................................................................................202.6.1 Management Sales Projections........................................................................................................................202.6.2 Competition Matrix..........................................................................................................................................20

2.7 CANISTERS...................................................................................................................................................................212.7.1 Management Sales Projections........................................................................................................................212.7.2 Competition Matrix..........................................................................................................................................21

2.8 THERAPEUTIC SUPPORT SURFACES....................................................................................................................................222.8.1 Management Sales Projections........................................................................................................................222.8.2 Competition Summary......................................................................................................................................232.8.3 Future Therapeutic Mattress Systems...............................................................................................................24

Page 4: Accuro cim 12 29-11 rev 8

2.8.4 New Products: Wheelchair Cushions.................................................................................................................242.8.5 Future Fall Reduction Systems..........................................................................................................................24

3. MARKETING AND SALES INFORMATION.................................................................................................................. 26

3.1 SALES FORCE STRATEGY.................................................................................................................................................263.2 SALES SUPPORT............................................................................................................................................................263.3 CUSTOMER SERVICE.......................................................................................................................................................263.4 LEAD MEASURES:..........................................................................................................................................................273.5 REPS IN PLACE AND PLANNED..........................................................................................................................................27

4. OPERATIONS INFORMATION................................................................................................................................... 28

4.1 PROCESS AND OPERATIONS OVERVIEW.............................................................................................................................284.2 INFORMATION TECHNOLOGY:..........................................................................................................................................284.3 ORGANIZATION AND EMPLOYEES.....................................................................................................................................284.4 QUALITY ASSURANCE / REGULATORY AFFAIRS:...................................................................................................................284.5 PURCHASING................................................................................................................................................................294.6 ENGINEERING...............................................................................................................................................................294.7 MEDICAL SUPPORT........................................................................................................................................................29

5. FINANCIAL.............................................................................................................................................................. 30

5.1 EBITDA SUMMARY TABLE.............................................................................................................................................305.1.1 Gross Profit Analysis.........................................................................................................................................31

5.2 BALANCE SHEET AS OCTOBER 31, 2011...........................................................................................................................32

6. EXHIBITS................................................................................................................................................................. 33

6.1 NPWT BASICS.............................................................................................................................................................336.1.1 NPWT what it is and how it works....................................................................................................................336.1.2 NPWT Additional Benefits.................................................................................................................................336.1.3 NPWT Indications for Use.................................................................................................................................346.1.4 NPWT Therapy Options....................................................................................................................................34

6.2 QUALITY POLICY...........................................................................................................................................................356.3 EBITDA FULL TABLE.....................................................................................................................................................366.4 MANAGEMENT GROSS PROFIT PROJECTIONS......................................................................................................................37

6.4.1 Hospital Gross Profit.........................................................................................................................................376.4.2 Nursing Home Gross Profit...............................................................................................................................376.4.3 Long Term Acute Gross Profit...........................................................................................................................376.4.4 DME/HME Gross Profit.....................................................................................................................................386.4.5 Specialty Dealers Home Gross Profit.................................................................................................................38

Confidential - 4-

Page 5: Accuro cim 12 29-11 rev 8

1. Executive Summary

1.1 Key Investment Considerations

• Disruptive sales process• Carefully differentiated device features and functions• Device designed For Use in All Market Segments• FDA 510K Issued January 2011• Management available to stay following sale of business

(000’s)2012 2013 2014 2015 2016

Sales $15,494 $23,007 $32,148$45,01

0 $58,315Gross Profit 62% 63% 63% 46% 45%

EB ITDA $6,255 $9,858 $13,753$12,57

7 $24,061

1.2 Business & Paradigm Shift SummaryAccuro Medical Products (AMP) manufactures and sells medical devices in the Negative Pressure Wound Therapy industry. AMP was founded in 2009 to serve the needs of the Wound Therapy industry. AMP was incorporated in 2009 as a Colorado Subchapter S corporation.

The Company has 510K approval for its Negative Pressure pump and associated products, and sells specialty Therapeutic Mattress Systems. The Company was in substantially a R&D phase prior to 2011. Operations are conducted from offices in Denver, Colorado with manufacturing taking place in a recently remodeled 6500 sq ft facility Downers Grove, IL.

1.2.1.1 The paradigm shift is that Accuro Medical will sell highly effective products directly to the providers in the acute and post acute healthcare markets. We will save the end users and thus the healthcare industry tens of thousands of dollars with every unit we sell while making very good margins. There are over 68 thousand specialty mattresses and over 47 thousand NPWT units in use every day.

1.3 Critical Success and Failure Chronology• Accuro Medical incorporated April 4th of 2009• Hired Product Manager April 2009• Awarded Engineering Contracts May 2009• Received Prototypes November 2009• Approved final design December 2009• Receive first shot product March 2010• Submit for FDA / UL approval April 2010• Receive UL approval July 2010• Receive FDA on Mattresses July 2010• Complete pilot run August 2010

Confidential - 5-

Page 6: Accuro cim 12 29-11 rev 8

• Start Clinical Trials on NPWT August 2010• Start field trials on Mattresses September2010• Complete debugging NPWT & Mattress systems December 2010• FDA approval of NPWT January 2011• Design transfer of mattress system to manufacturing January 2011• Design Transfer of NPWT to manufacturing March 2011• Move into new manufacturing space 6,500 in Downers Grove, IL

1.4 The Market Opportunity SummarizedThe market strategy can be bullet-point summarized as follows:

• Service the Baby Boomer generation in the acute and post acute market• Sell directly to the institution• Sell to dealers that service the institutions • Access the tens of thousands of units that are in use daily with direct sales • Save the institution tens of thousands of dollars a year for every unit they purchase• Help new dealers enter the market.

The wound care portion of the healthcare market is estimated to be over 20 billion dollars a year and growing. On any given day there are several million people in the United States with wounds that are serious enough to require advanced wound care.

A large percentage of the dollars spent on advanced wound care every year is spent on equipment and the disposables used with that equipment in the treatment of these severe wounds. The therapeutic mattress business is estimated to be between a 750 million and 1 billion dollar a year market. This is made up in a large part by companies purchasing mattress systems and then renting them to either the healthcare institution or the insurance company.

The negative pressure wound therapy market is estimated to be between a 2 and 3 billion dollar a year market. The largest market share (1.3 billion dollars) is held by one company Kinetic Concepts Inc (KCI). There are currently eight known companies in the world manufacturing negative pressure would therapy devices. Three of the eight only offer rental product. Fthe of the remaining focuses on the homecare market.

There have been three very significant financial transactions in the negative pressure wound therapy market in the past five years.

• In May of 2007 Blue Sky Medical sold to Smith & Nephew for 87 million dollars. Blue Sky Medical’s annual revenues at the time were only 11 million dollars. That is almost 8 times gross revenue.

• In 2009 Kalypto Medical received an investment of 9 million dollars to develop their negative pressure wound therapy system. At the time of the close, sales were reported to be 1 million dollars.

• In 2011 a leveraged buyout was started by Apax Partners where 6.3 billion dollars would be used to purchase all the shares of Kinetic Concepts Inc. Within a couple of weeks it was announced that Convatec was attempting to out bid Apax Partners with an offer of 6.4 billion dollars. Apax Partners countered with an offer of 6.5 billion dollars. That is over 4 times annual gross sales. This transaction is expected to close before the end of the year.

1.5 Market Strategy SummarizedThe Company identified several unmet needs in the Wound Therapy device market and has launched unique products and strategies to take full market advantage. The highly differentiated products sell

Confidential - 6-

Page 7: Accuro cim 12 29-11 rev 8

directly to the providers in the acute and post acute healthcare markets. As a result the end users and thus the healthcare industry can save tens of thousands of dollars with every unit sold while generating great margins for the Company. There are over 68 thousand specialty mattresses and over 47 thousand NPWT units in use every day. The Company is the ONLY manufacturer that has a single Negative Pressure Wound Therapy unit that is appropriate for use in all market segments. The unit is powerful enough to handle the most challenging wounds, but still small enough to be appropriate for the homecare market.

The Company identified several unmet needs in the Wound Therapy industry and developed a strategy to take advantage of this.

• AMP’s line of therapeutic mattresses is sold under the product family name of “Therapeutic Mattress Systems”.

• The Negative Pressure Wound Therapy line is sold under the name “WoundPro”. All of the Company’s products are unique in that they provide features that the competitors do not. Both families of products are appropriate for use in all market segments. This is to include Hospitals, Long Term Acute Hospitals, Long Term Care facilities (Nursing Homes) and Home Care. The Therapeutic Mattress Systems line of products has been on the market since March of 2011.

1.5.1 A Market Competitive Matrix

Confidential - 7-

Page 8: Accuro cim 12 29-11 rev 8

1.5.2 Products and Solutions Summary

Sales (000’s)Product Line 2012 2013 2014 2015 2016

Apex 6,887 7,363 10,090 11,883 13,425

Canisters 1,383 3,057 4,650 7,614 11,171

Foam Dressings Kits 5,266 10,163 14,183 21,281 28,407

Therapeutic Mattresses 1,958 2,424 3,225 4,233 5,313

Total 15,494 23,007 32,148 45,010 58,315

1.5.3 The Apex System: Disruptive Market MakerThe Apex negative pressure system has been designed for use in all healthcare settings. It provides effective, comfortable, and highly customizable therapy. Utilizing the highest quality materials and advanced electronics, Apex offers providers various options for negative pressure therapy. Appropriate for use in hospitals, long-term care facilities, and home care, the powerful pump and compact design make this product incredibly versatile.

The Apex operates in continuous and intermittent modes; both modes give complete control of pressure settings to the care provider. It will run on a battery charge for 24 hthes, and has many accessory options with multiple canisters, dressing, and drain choices.

With a purchase price of less than what it would cost to rent a comparable unit to treat one wound and the three year warranty, Apex may deliver a disruptive blow to a mega market with huge profit potential.

1.5.4 Dressing Kits: Annuity Maker OneAMP is one of two companies that offer a full line of both foam and gauze dressing kits. The gauze based dressing kits contain all the materials needed to fully dress a wound for use with the WoundPro Negative Pressure wound therapy system. We currently offer two types of gauze dressing kits with 3 sizes available for each type. The two types available are a round (or channel) drain and a flat (or Jackson-Pratt style) drain.

Accuro Medical’s reticulated foam dressings are also offered in three sizes to accommodate different sizes of wounds. The reticulated foam is a 30 PPI (same as market leader KCI). We also offer a full line of dressings, drains and cover dressings for use with the foam kits.

Accuro Medical offers a line of Silver dressings that are used to combat bacteria colonization in the wound. The competitors silver dressings are coated with silver where AMP’s sliver dressings use ionized silver that is mixed into the foam formula while the dressing is made. This process insures an even distribution of silver throughout the dressing. The silver dressings sell for about twice the cost of the non-silver dressings.

1.5.5 The Canister System: Annuity Maker TwoThe WoundPro has multiple disposable canister options. We offer two sizes of canister replacements. A 300cc canister for normal usage and an 800cc canister for wounds with a high level of exudates. All of the canisters contain an integrated filter and an automatic shutoff to prevent spilling and damage to the pump. The canisters include a coagulant that solidifies any liquids it comes in contact with to help limit the possibility of spillage. Each canister comes with either a 4’ or 8’ length of extension tubing and hose clamps for easy installation and use.

1.5.6 Therapeutic Mattresses: Given current ownership limitations, the huge therapeutic mattress market is the last product line to be developed. Management has multiple mattress market targets and differentiated design features in process. The Low Air Loss system moves air across the patient’s skin while the competitors only use the air to wick

Confidential - 8-

Page 9: Accuro cim 12 29-11 rev 8

the moisture away from the patient (like a Gore-Tex jacket). Further, the Alternating Pressure System allows the care giver to select from fthe levels of alternating pressure from static to very aggressive. Very aggressive alternating pressure is used to treat the most serious wounds

1.5.7 Accessory Future PotentialAs works in process and/or under construction, there are several accessories available for the WoundPro Apex system including AC Power Adapter, Pole Clamp and Carrying Bag.

1.6 Management’s SWOT Analysis

1.6.1 Strengths• New Company

– people will take notice of a new player in the market – can change directions quickly not tied to old ideas and habits

• New Products– not tied into a specific strategy or product– no barriers to overcome with existing customers– focused on the task at hand not diluted over several lines

• Sophisticated Manufacturing Restheces– founders long history in manufacturing many parts on demand– comprehensive work flow management software that will keep the pipeline full– ability to setup manufacturing processes right the first time

• Direct End User Pipeline For Feedback– able to get timely accurate assessments of product performance– direct feedback on product needs

• National Account Relationships With Large Chains– able to move through the approval process much faster– high level of trust

1.6.2 Weaknesses• New Company

– limited cash – limited brand name

• New Products– limited experience in the manufacturing of medical devices

• Limited Sales Force– reduced exposure to the customers on a national basis– slower ramp up time to bring products to all markets.

1.6.3 Opportunities• Disruptive Sales Process

– develop products designed to be sold directly to the end user health provider and not a middle man– creating a paradigm shift in the industry from rental to ownership

• Glaring Market Issues and Voids– Bring products to market that address issues that others have either ignored or unaware– Remote control– Maintenance free products– User interface that is simple and easy for the end user

• New marketing approaches that target end users and dealers not just dealers alone. • Fresh look of a new company

1.6.4 Threats•The customers don’t like what we have done as much as we believe they will

Confidential - 9-

Page 10: Accuro cim 12 29-11 rev 8

•Other companies figuring out what we have figured out and come to market with similar strategies•Lawsuits filed from competitors because they do not like what we are doing to their profit margins and

business strategies. • Inability to meet customer demand for products

1.7 EBITDA Summary

(000’s)2012 2013 2014 2015 2016

Sales $15,494 $23,007 $32,148 $45,010 $58,315

Gross Profit 62% 63% 63% 46% 45%Marketing and Sales 15% 14% 14% 14% 14%General and Administrative 7% 6% 6% 5% 4%EB ITDA $9,588 $14,604 $20,095 $20,833 $ 26,424

Some key considerations to the table above:

• Given the mega market product demand and the Company’s disruptive sales process, management’s experience shows sales to be a function of the number of qualified sales personnel in the field: the more sales force the more sales.

• Given the current mega market gross profit structure, the Company can offer the customer serious price reductions at substantial gross profit margins. Management anticipates and therefore projects gross profit “right sizing” due to likely case competitive response to the disruptive sale process. Gross profit will vary by market segment.

• To support the sales projections, management assumes all sales will be processed through independent sales force on a 10% commission fee basis.

Confidential - 10-

Page 11: Accuro cim 12 29-11 rev 8

2. The Mega Negative Pressure Wound Therapy (NPWT) Market

2.1 The Current Market & The Paradigm

• On any given day there are one and a half million patients in the United States with pressure ulcers. This is a five billion dollar industry. The vast majority of the five billion dollars is spent on equipment used to treat current pressure ulcers and prevent future pressure ulcers.

• The manufacturers that are currently providing medical devices used for the treatment of pressure ulcers have backed themselves into a corner. The vast majority of these companies manufacture products that they sell to Durable Medical Equipment Rental (DME) companies. These DME companies then in turn rent these products into the healthcare network. The relationship with the DME company makes it all but impossible for the manufacturer to sell their products to the actual care facility.

2.1.1 Current Paradigm

• Products are purchased (or manufactured) by a company that rents them to the end user• Rental companies generally have a three to fthe month return on their investment• End users never own product• End users never stop renting product

2.2 The Competitive Product Matrix

Up until October of 2010 Kinetic Concepts (KCI) held patents on the use of polyurethane foam to fill wound beds that were treated with negative pressure wound therapy. They have spent 10s of millions of dollars marketing the effectiveness of the use of foam with negative pressure wound therapy. Their efforts have been very successful.

Confidential - 11-

Healthcare Is A4.5 Trillion Dollar

Industry

Wound Care Is a5 Billion Dollar

Industry

Negative Pressure Rentals

is a 1.3 Billion Dollar Industry

Approximately 47 ThousandUnits A Day Are In Use

Specialty Mattress Rentals

is a 500 MillionDollar Industry 

Approximately68 Thousand Units A Day Are In Use

Page 12: Accuro cim 12 29-11 rev 8

The KCI patents were originally challenged by Blue Sky Medical in the early 2003. It was during this time period that Blue Sky Medical sold to Smith & Nephew. A federal district cthet in Texas ruled in favor of Smith & Nephew in October 2010, ruling that the patents had clearly been issued in error and that there was prior art work to substantiate this. This has created a tremendous opportunity in the market for manufacturers to offer the foam dressings with other negative pressure would therapy devices. Currently the only companies that offer foam dressings are Kinetic Concepts, Smith & Nephew, ITI and Accuro Medical. Kinetic Concepts, Smith & Nephew and ITI only offer their products as direct rentals into the institutional market. They battle back and forth over the daily rental rate. This has created an enormous opportunity.

4

Confidential - 12-

Page 13: Accuro cim 12 29-11 rev 8

2.3 A Competitor Review

Channels Acute LTC LTCFHomeCare Pricing Comment

KCI Direct X X X X Rental If pushed then sell@ $20K-$30K

Smith & Nephew

UHS Direct X X X XRev

shareIf pushed then sell

@ $20K-$25K

MedelaRental

DealersX X

Rev share

ProsperaRental

DealersX X X Sell

Talley GroupRental

DealersX X X Sell

Kalypto DMEs X Sell

Ohio Medical DMEs X Sell

AccuroInstitutions

& DMEsX X X X Sell Can Also Rent

Confidential - 13-

NPWT Competitors

Products

Page 14: Accuro cim 12 29-11 rev 8

2.4 Sales Analysis

2.4.1 Management Projects Sales by Product

(000’s)

2012 2013 2014 2015 2016Apex 6,887 7,363 10,090 11,883 13,425Canisters 1,383 3,057 4,650 7,614 11,171Foam Dressings Kits 5,266 10,163 14,183 21,281 28,407Therapeutic Mattresses 1,958 2,424 3,225 4,233 5,313

Total $15,494 $23,007 $32,148$45,01

0 $58,315

Some key considerations:

• • •

2.4.2 Potential Products by 2012 • Bariatric Mattress Systems • EgressEZ Mattress • Foam / Air Combination Mattress • OEM mattress systems • Basic Wheelchair Cushion • High Level Pressure Management Wheelchair Cushion • Lateral Rotation Mattress System • Multi Zone Mattress System • Advanced Wound Dressing • Unique Integrated Drain System for WoundPro • Touch Screen Apex • Wound Tracking Software: • Mid Level Wheelchair Cushion • High level Pressure Management / High Level Positioning Wheelchair Cushion

2.4.3 Potential Products by Year 2013• Ultra Small NPWT System • Fall Reductions Wheelchair

2.4.4 New Products: Wound Tracking Software– Wounds in institutionalized patients are a big deal and both state and federal healthcare agencies

monitor them very closely. The facility is required to document everything about any wounds patients have.

– The real sell is that the software would integrate with the higher end Therapeutic Mattress Systems and the WoundPro products. This would allow the user to track wound progress on the device at the bedside and then transfer the information to the PC or Web where charts, graphs and data sheets could be produced.

Confidential - 14-

Page 15: Accuro cim 12 29-11 rev 8

– This project would required software, mechanical, electrical and industrial engineering. The USB port and tracking software would be integrated into the both the Multi zone air mattress and the touch screen Apex products.

2.4.5 New Products: Elopement Prevention Systems– One of the more challenging things we deal with in the elderly and developmentally disabled

population is keep track of them. I believe we could develop systems that would be used in privet homes for people with elderly parents or disabled children as well as systems that could be used in the institutional setting.

2.4.6 Management Projects Sales by Market

(000’s)2012 2013 2014 2015 2016

Hospital 1,534 2,767 4,040 5,448 6,400Nursing Homes 1,663 3,161 5,312 7,353 9,564Long Term Care 2,139 3,392 4,626 6,068 7,170DME/HME 6,904 9,346 12,746 19,722 27,570Specialty Dealers 3,254 4,342 5,423 6,419 7,610

Total $15,494 $23,007 $32,148$45,01

0 $58,315

Some key considerations:

• • •

Accu

ro

Med

ical

Kal

ypt

o K.C

.I.

Med

ela

Oh

io

Med

ica

Pro

spe

ra Sm

ith

&

Tal

ley

Gro

up

Types of Wounds To Be TreatedLow Volume Wounds Yes Yes Yes Yes Yes Yes Yes YesHigh Volume Wounds Yes No Yes Yes No YesMultiple Wounds Yes No Yes No No Yes

Market Segments Company Fits InHospital Yes No Yes No No No Yes NoLong Term Acute Facility Yes No Yes No No Yes Yes YesNursing Home Yes No Yes Yes No Yes Yes YesHome Care Yes Yes (no code) Yes Yes Yes No Yes Yes

Confidential - 15-

Page 16: Accuro cim 12 29-11 rev 8

2.4.7 Management Projects Units Sold

Total Units Sold2012 2013 2014 2015 2016

Apex

1,550

1,725 2

,900

3,750

4,600

Canisters 115

,500 25

0,050 375,

900 63

7,200 9

65,100

Foam Dressings Kits 173

,250 37

5,075 563,

850 95

5,800 1,44

7,650

Therapeutic Mattresses

1,150

1,525 2

,050

2,775

3,500

Some key considerations:

• • •

2.4.8 Management Projects Average Unit Prices

Average Unit Prices $2012 2013 2014 2015 2016

Apex 4,443 4,268 3,479 3,169 2,918

Canisters 12 12 12 12 12

Foam Dressings Kits 30 27 25 22 20Therapeutic Mattresses 1,702 1,589 1,573 1,525 1,518

Some key considerations:

• • •

Confidential - 16-

Page 17: Accuro cim 12 29-11 rev 8

2.5 WoundPro NPWT System

2.5.1 Management Sales Projections

(000’s)Sales by Product Line 2012 2013 2014 2015 2016

Apex 6,887 7,363 10,090 11,883 13,425

Total 15,494 23,007 32,148 45,010 58,315

2.5.2 The Summary Product Features• High utility • Innovative • Feature rich• Cost effective• Efficacious • For purchase (not rent)

2.5.3 The Summary Device Features• Virtually maintenance free products• Simple intuitive controls• Designed to be purchased as opposed to rented resulting in thousands of dollars saved per unit per year and

increases access for patients• Meet head on and exceed the changing needs of the market

Confidential - 17-

The Apex PumpThree

therapiesEasy to UseFull set of alarmsPowerful (>750 cc /hr)Light weight (3.8 pounds)Long Battery Life (>24 hrs)Integrated Pole Clamp3 Year warranty

Page 18: Accuro cim 12 29-11 rev 8

2.5.4 The Detailed Product Features• Adjustable air loss therapy• Adjustable alternating pressure therapy• Automatic fowler boost• Pressure sensor monitoring• Side bolsters• Patient safety rails

• Power failure system• Sealed system for easy cleaning

• Water proof top cover• Disposable top sheet • Wireless remote control• Weight selection as well as comfort adjustment• Deflate button

• Evacuation system

2.5.5 Competitors Summary

Accu

ro

Med

ical

Kal

ypto

K.C

.I.

Med

ela

Oh

io

Med

ical

Pro

sper

a

Sm

ith

&

Nep

hew

Tal

ley

Gro

up

Therapy Options

Pressure Settings0-150 mmHg

Two choices

25 –200 mmHg

40 - 200 mmHg

40 - 200 mmHg

Continuous Mode Yes Yes Yes Yes Yes Yes Yes YesIntermittent Mode Yes Yes Yes Yes Yes Yes YesVariable Intermittent Mode Yes No No No No Yes No NoPressure Intensity Setting

Automatic / Variable

None Low, Medium,

HighNone

None

None

NoneNon

e

Suction Drain OptionsExternal Suction Flange Yes Yes Yes Yes No No No NoInternal Flat (Jackson Pratt) Yes No No Yes Yes Yes Yes YesInternal Round (Channel) Yes No No Yes Yes Yes Yes Yes

AlarmsVacuum Leak Yes Yes Yes Yes Yes Yes Yes YesBlocked Line Yes No Yes Yes No No Yes YesCanister Full Yes No Yes Yes Yes YesLow Battery Yes Yes Yes Yes Yes Yes Yes

Confidential - 18-

Page 19: Accuro cim 12 29-11 rev 8

2.5.6 Future Products: Wound Pro – So the goal here is to set the trend and then keep raising the bar so that competitors are always

trying to catch up. – Touch Screen Apex – These would be the same unit we have currently with a touch screen

instead of the key pad and display window. It would sell to the higher end market. – Advanced Wound Dressing – Finding a dressing that did not violate the KCI patents and was not

gauze based could provide us a niche that could result in long term product loyalty.– Unique Integrated Drain System –This would be a drain that was integrated into the cover

dressing. This would result in easier application which would result in a significant marketing advantage

– Ultra Small NPWT System – This would be a NPWT system that could fit in the palm of ythe hand. They have a very small canister (around 100cc).

Confidential - 19-

Page 20: Accuro cim 12 29-11 rev 8

2.6 Dressing Kits

2.6.1 Management Sales Projections

(000’s)Sales by Product Line 2012 2013 2014 2015 2016

Foam Dressings Kits 5,266 10,163 14,183 21,281 28,407

Total 15,494 23,007 32,148 45,010 58,315

2.6.2 Competition Matrix

Accu

ro

Med

ical

Kal

ypto

K.C

.I.

Med

ela

Oh

io

Med

ical

Pro

sper

a

Sm

ith

&

Nep

hew

Tal

ley

Gro

up

Foan DressingsGauze Dressing Kits Yes Yes No Yes Yes Yes Yes YesFoam Dressing Kits Yes No Yes No No No Yes NoSilver Foam Dressing Kits Yes No Yes No No No No NoHydrophilic Foam Dressings Yes No No No No No No NoFoam Bridge Dressing Yes No Yes No No No Yes No

Confidential - 20-

Dressings Used in NPWTGauze Foa

m

Page 21: Accuro cim 12 29-11 rev 8

2.7 Canisters

2.7.1 Management Sales Projections

(000’s)Sales by Product Line 2012 2013 2014 2015 2016

Canisters 1,383 3,057 4,650 7,614 11,171

Total 15,494 23,007 32,148 45,010 58,315

2.7.2 Competition Matrix

Accu

ro

Med

ical

Kal

ypto

K.C

.I.

Med

ela

Oh

io

Med

ical

Pro

sper

a

Sm

ith

&

Nep

hew

Tal

ley

Gro

up

CanistersSmall Canister 300 ml No 500 ml 300 ml 250 ml 300Large Canister 800 ml No 1,000 ml 800 ml 800 ml 600

Confidential - 21-

Canisters300 cc & 800 cc

Page 22: Accuro cim 12 29-11 rev 8

2.8 Therapeutic Support Surfaces

2.8.1 Management Sales Projections

$ Sales 2012 2013 2014 2015 2016Therapeutic Mattresses 1,958 2,424 3,225 4,233 5,313Total 15,494 23,007 32,148 45,010 58,315

• The most important aspect of a therapeutic support surface is its ability to relieve pressure on the skin. This is normally accomplished in one of two ways.

– Continuously Low pressure that is consistently below 32 mmHg– Alternating Pressure where the cycles are above 32 mmHg half the time and below 32 mmHg half

the time• Low air loss to control moisture on the skin surface by reducing moisture around the skin. • Low friction low shear materials that reduce the risk of damage to the skin when the patient is moved. • Reduction in pain is frequently seen in patients that are placed on a therapeutic support surface • Used to prevent and treat pressure ulcers• Family of six to be released March 1st 2010• Three foam based preventative mattresses• Three air based treatment systems• Therapeutic support surfaces are indicated for use any time the patient has or is at risk of developing

pressure ulcers. • Therapeutic support surfaces are indicated in the treatment and prevention of pain. • Therapeutic Support Surfaces will offer one or more of the following therapies

– Low Air Loss (air escaping from the system to help manage moisture– Low Pressure (pressures below 32 mmHg at all times) – Alternating Pressure (pressures below 32 mmHg half the time and pressures above 32 mmHg half

the time).– Lateral Rotation (system turns from side to side to help reduce the effects of immobility

• The Low Air Loss system moves air across the patients skin while the competitors only use the air to wick the moisture away from the patient (like a Goretex jacket).

Confidential - 22-

Page 23: Accuro cim 12 29-11 rev 8

2.8.2 Competition Summary

EvacuationSystem

Sale or Rental

Purchase Price

LowAir Loss

Alternating

Pressure

Easy Cleanin

gWarranty

Accuro Medical Yes Both 2-3 K Yes Yes Yes 3 Year

KCI No Rental N/A Yes Yes No N/A

Hill-Rom Yes Sale 20 30 K No No Yes 1 Year

Recover Care No Rental N/A Yes Yes No N/A

Stryker / Gaymar No Rental N/A Yes Yes No N/A

KAP No Rental N/A Yes Yes No N/A

Pegasus No Rental N/A No Yes No N/A

Confidential - 23-

24%

24% 10%

10%

10%24%

KCI

Hillrom

Recover Care

Medi STAT

Triline

Independants

Page 24: Accuro cim 12 29-11 rev 8

2.8.3 Future Therapeutic Mattress Systems– Bariatric Mattress Systems – These are mattress systems used to treat pressure ulcers or other

complications associated with immobility in the obese patient. – Foam / Air Combination Mattress – This system fills a niche between the line of foam

mattresses and the air mattresses. They can be powered with a small pump or non-powered. They are products that would not require a lot of engineering expense.

– Lateral Rotation Mattress – These systems turn patients in bed from side to side to address serious lung issues and other issues found in seriously ill patients. These are the top end of the air mattress products.

– Multi zone Air Mattress – These systems have multiple zones from head to foot and allow the care provider to adjust these zones to treat specific areas of the body differently.

• OEM mattress systems – The idea here would be to develop a line of products that we could sell to dealers in different markets offering each dealer exclusivity for that product in that market.

2.8.4 New Products: Wheelchair Cushions– This is a nature addition to the line. If a person is mobile and has a pressure wound they need both

the mattress system and the wheelchair cushion. – Basic Wheelchair Cushion - We would have an entry level cushion that would be very

inexpensive (30 40 dollars) for those institutionalized patients– Mid Level Wheelchair Cushion – This cushion would provide pressure management for the

compliant patient that required more therapy. The sell price on this cushion would be in the $150 range. It would most likely be a molded foam cushion with a gel insert that we would have made for us.

– High Level Pressure Management Wheelchair Cushion – This cushion would provide outstanding pressure management and some positioning. These is the perfect cushion for the paraplegic. It would sell in the 400 to 500 dollar range. This would be a foam / gel /dynamic air cushion.

• High level Pressure Management / High Level Positioning Wheelchair Cushion – This cushion would provide outstanding pressure management as well as outstanding positioning of the patient. It would be use on the most complex patients. The cushion would use foam and gel in the front portion (under the legs) of the surface but an alternating pressure system in the buttocks region and adjustable air positioning cells. this cushion will sell for between $1,000 and $1,500.

2.8.5 Future Fall Reduction Systems– Fall Reductions Wheelchair: We would look at developing a system that would allow the patient

to stand up if they wanted to but protect them if they fell. This would allow many patients to continue to stand and walk when they wanted giving them increased freedom and a better quality of life.

– Fall Reduction Mattress: The issue with patients trying to get out of bed and falling is addressed through the use of siderails or assist rails. In order for siderails not to be considered a restraint the patient has to be able to get out of bed at will. Now that presents a whole new problem, entrapment. Entrapment happens when the patient tries to get out of bed and gets stuck between the side rail and the mattress. There are over 50 deaths each year caused by entrapment. The same thing can happen with assist rails.

– The EgressEZ mattress was developed to address this situation. Accuro Medical now has exclusive rights to this product and we are looking into addressing the cost issue. We should have an answer in the next several months. If we can get the cost out of the product it may have real potential.

Confidential - 24-

Page 25: Accuro cim 12 29-11 rev 8

Confidential - 25-

Page 26: Accuro cim 12 29-11 rev 8

3. Marketing and Sales Information

Accu

ro

Med

ical

Kal

ypto

K.C

.I.

Med

ela

Oh

io

Med

ical

Pro

sper

a Sm

ith

&

Nep

hew

Tal

ley

Gro

up

Sales ModelSell To Institution Yes No Yes No N/A No No YesSales Price to Institution

8,000 to 12,000

N/A20,000- 30,000

N/A N/A N/A N/A10,000-15,000

Sell To Dealers Yes Yes NoFormerlynot now

Yes Yes No Yes

Sales Price to Dealers 2,880 –3,780

3,000 -4,000

N/A N/A2,500- 3,000

3,500- 4,000

N/A3,000-4,000

Sales ForceType of Sales Representatives

Direct / Indepent. Direct Direct Direct Independent Direct Direct Direct

Estimated # Sales Representatives 4 / 25 2 300 5 6 2 50 2

Product OriginContinent Where Product Is Made USA Asia USA Europe Europe Europe EuropeCountry Company Is Based Out Of USA USA USA UK UK

3.1 Sales Force Strategy• Accuro Medical has two full time Regional Sales Mangers that divide the country in half• We have two contract National Accounts Managers. Both have over 30 years experience. • We have 25 Independent Sales Representatives covering approximately 70% of the

country. All of them have numerous years calling on healthcare accounts. We expect to complete national coverage by the end of 2011.

• We have one in house and one contract marketing professional working on marketing materials and strategies. The contract employee has over 30 years healthcare experience.

3.2 Sales Support• Accuro Medical has two full time Regional Sales Mangers that divide the country in half• We have two contract National Accounts Managers. Both have over 30 years experience. • We have 25 Independent Sales Representatives covering approximately 70% of the country. All of

them have numerous years calling on healthcare accounts. We expect to complete national coverage by the end of 2011.

• We have one in house and one contract marketing professional working on marketing materials and strategies. The contract employee has over 30 years healthcare experience.

3.3 Customer Service• Establish a customer service person (or people) that would learn the Accuro Products to a

level that would allow them to assist with customer service calls.

Confidential - 26-

Page 27: Accuro cim 12 29-11 rev 8

3.4 Lead Measures:• Attend all major trade shows for each of the Market segments• Advertise in one major trade journal for each market segment by the end of the second

quarter of 2011• Establish Internet based social networking presents by the end of 2010. To include

Facebook, Twitter, Blogs, and forums

3.5 Reps in place and planned• All of California• Phoenix & Tucson areas• Kansas City area• St Louise area• Chicago area• North Carolina (State)• Atlanta area• Maine• New Hampshire • Vermont• Florida (new)• California is the largest market that we still need to cover. • Florida (have independent representation) • Midwestern states are next • Northwest is the lowest priority.

Confidential - 27-

Page 28: Accuro cim 12 29-11 rev 8

4. Operations Information

4.1 Process and Operations Overview• Accuro Medical developed and implemented a quality management system to better

satisfy the needs of its customers and to improve management of the company. The quality system complies with the international standard ISO 13485:2003; ISO 9001:2008, FDA Quality System Requirements as found in 21 CFR 820; Canadian Medical Devices Regulations(CDN MDR); and European Medical Device Directives 93/42/EEC. It covers the production, inspection, handling, and storage of the company’s products.

• The manual is divided into 5 sections corresponding to quality system requirements of the ISO 13485:2003 and ISO 9001:2008 standards.

• Each section outlines how the general policy should be carried out and references the relevant operational procedures.

• The purpose to define and describe the quality system, to define the authorities and responsibilities of the management personnel affected by the system, and to provide general procedures for all activities comprising the quality system.

• The scope of the quality system includes the design and manufacture of Support Surfaces (replacement mattress systems) for use in the treatment and prevention of pressure ulcers and Negative Pressure Wound Therapy Systems.

• Another is to present the quality system to the customers informing them specific controls being implemented to assure a quality product.

4.2 Information Technology: • Hardware support required for Online marketing strategy

– We will want to insure that the hardware and pipe size that we have stays ahead of the demand as the internet activity increases.

• Software development for Online marketing – blogs, forums, bulletin boards, etc, – To be outsourced

• This is an ongoing project for the next several years– Development of videos for the end user of all of the systems that would be sent out with each unit.

To be completed by the end of 2010.– The video work will be outsourced. – Videos will be linked to the website so the customers can access easily.– Development of a user’s only area on the website that will allow us to allow the customers to

access things that we do not want the general public to access. I would like to see this done second quarter 2011.

– Bring Same Time up so that people outside the company can attend web based meetingsI would like to do this by the end of third quarter 2010.

4.3 Organization and Employees

4.4 Quality Assurance / Regulatory Affairs: • To start with I believe Tim will be able to handle most of this with the exception of the

audits (he cannot audit himself) which would have to be done by someone that does not report to him.

• Starting in 2012 I see this growing in to a half of an FTP.

Confidential - 28-

Page 29: Accuro cim 12 29-11 rev 8

• When we go to Europe we will most likely have to increase this to a full time position but I don’t see that happening before 2014.

4.5 Purchasing• Accuro’s purchasing needs will remain about the same as they have been for the past

several months. As we add new products workload will increase but I do not see this as a consistent demand. The day to day ordering will continue to increase but I do not see this resulting in a full FTE in the foreseeable future

4.6 Engineering• We will see increasing the engineering needs year over year for the next several years.

While we do not see us needing a full FTE I can see us needing ½ of an FTE. • This would all change if we brought product development in house. This may be a good

idea for 2012 after we have had a couple of years to determine the potential utility of these people.

4.7 Medical Support• Accuro Medical’s Vice President of Medical Affairs is Dr Michael Miller. Dr Miller is one of the worlds

foremost authorities on Negative Pressure Wound Therapy. – Dr Miller is available to the sales team as well as the customers – He provides consultation on specific cases and provides education on a regular basis.

• We have hired an firm to produce the clinical practice guidelines, three tiered training program and to assist us in putting together a national network of certified wound care nurses.

– This network will assist the customers with their clinical education needs.

Confidential - 29-

Page 30: Accuro cim 12 29-11 rev 8

5. Financial

5.1 EBITDA Summary Table

2012 2013 2014 2015 2016

Hospital 1,533,524 2,766,600 4,040,400 5,448,200 6,400,300

Nursing Homes 1,662,684 3,161,000 5,312,000 7,352,600 9,564,400

Long Term Care 2,139,228 3,391,550 4,625,725 6,068,200 7,170,450

DME/HME 6,904,248 9,345,800 12,746,400 19,722,000 27,570,000

Specialty Dealers 3,254,316 4,342,000 5,423,200 6,418,500 7,610,000

Sales 15,494,000 23,006,950 32,147,725 45,009,500 58,315,150

GROSS PROFIT

Apex 5,901,140 6,404,500 8,445,000 6,228,000 6,760,000

Canisters 533,203 1,321,448 2,062,913 3,376,800 4,943,145

Foam Dressings Kits 2,454,490 5,409,698 7,614,506 9,349,650 12,375,180

Therapeutic Mattresses 698,700 1,467,875 1,972,500 1,878,750 2,345,625

Gross Profit 9,587,533 14,603,520 20,094,919 20,833,200 26,423,950

MARKETING AND SALES

Management Base 295,000 375,850 458,826 478,990 499,460

Management Bonus 309,880 460,139 642,955 900,190 1,166,303

Rep Commissions 1,549,400 2,300,695 3,214,773 4,500,950 5,831,515

Shows, Exhibits, Meetings 40,000 55,000 72,000 91,000 112,000

Printing 15,494 23,007 32,148 45,010 58,315

Meals and Entertainment 30,000 43,750 60,000 78,750 100,000

Marketing Samples 38,735 57,517 80,369 112,524 145,788

Marketing and Sales 2,278,509 3,315,958 4,561,070 6,207,414 7,913,381

GENERAL AND ADMINISTRATIVE

Salaries – Officer 255,000 280,000 300,000 325,000 340,000

Salaries - Managers 160,000 168,000 176,000 184,000 192,000

Salaries – Engineering 105,000 155,000 164,000 174,500 184,000

Salaries - Clerical 35,000 71,500 109,500 114,500 120,500

Group Insurance Premium 90,050 107,412 125,294 143,713 162,684

Travel & Transportation 131,664 207,371 290,320 381,044 480,116

Leased Car Expense 34,634 54,548 76,367 100,232 126,292

Dept Supplies 15,406 24,264 33,969 44,585 56,177

Telephone 12,175 19,175 26,846 35,235 44,396

Postage 2,354 3,707 5,190 6,812 8,583

Professional Services 30,000 35,000 40,000 45,000 50,000

Consultants 12,000 105,000 113,000 121,000 130,000

Licenses & Fees 5,000 10,000 15,000 25,000 35,000

Miscellaneous 6,330 9,970 13,958 18,320 23,084Casualty/Property Insurance 46,482 69,021 96,443 135,029 174,945

Building Lease 48,000 49,200 100,000 105,000 110,000

Licenses & Fees 20,000 30,000 35,000 40,000 45,000

Systems & Software 45,000 30,000 60,000 50,000 80,000

General and Administrative 1,054,094 1,429,168 1,780,887 2,048,969 2,362,777

EB ITDA9,587,53

3 14,603,52020,094,91

920,833,20

0 26,423,950

Confidential - 30-

Page 31: Accuro cim 12 29-11 rev 8

5.1.1 Gross Profit Analysis

Gross Profit Total 2012 2013 2014 2015 2016Apex 5,901 6,405 8,445 6,228 6,760Canisters 533 1,321 2,063 3,377 4,943Foam Dressings Kits 2,454 5,410 7,615 9,350 12,375Therapeutic Mattresses 699 1,468 1,973 1,879 2,346Total 9,588 14,604 20,095 20,833 26,424

Confidential - 31-

Page 32: Accuro cim 12 29-11 rev 8

5.2 Balance Sheet as October 31, 2011

Current Assets: Cash 32,237 Accounts Receivable 850,344 Allowance for Doubtful Accounts 435 Inventories 875,499 Prepaid Expenses 1,658 Deferred Income TaxTotal Current Assets 1,760,172 Property and Equipment: Land Leasehold Improvements Machinery 101,738 Patterns and Dies 166,601 Office Furniture and Equipment 7,721 Automobiles and Trucks Construction in ProgressLess accum depr & amort (46,104)Property and equipment, net 229,957 Other Assets: Related Parties (894,860) Deferred Income Tax Other Assets 23,429 Total Other Assets (871,431)

Total Assets 1,118,697

Current Liabilities: Notes Payable 909,856 Accounts Payable 259,964 Current portion of Deferred comp 10,092 Income Taxes Payable Due to Related Parties 1,885,552 Customer Deposits Accrued Expenses 79,416 Total Current liabilities 3,144,880 Total long-term liabilities 0

Equity (2,026,18

3)

Total Liabilities and Assets1,118,69

7

Confidential - 32-

Page 33: Accuro cim 12 29-11 rev 8

6. Exhibits

6.1 NPWT Basics

6.1.1 NPWT what it is and how it works

6.1.2 NPWT Additional Benefits

Confidential - 33-

Page 34: Accuro cim 12 29-11 rev 8

6.1.3 NPWT Indications for Use

6.1.4 NPWT Therapy Options

Confidential - 34-

Page 35: Accuro cim 12 29-11 rev 8

6.2 Quality Policy

1. Accuro Medical has established, documented, implemented, and maintained a quality management system in accordance with the requirements of the ISO 13485:2003 and ISO 9001:2008. Accuro Medical shall take actions to maintain and continually improve the effectiveness of the quality management system.

2. Accuro Medical will identify the processes needed for the quality management system.

3. The interactions of the processes are defined throughout the quality manual and procedures.

4. Accuro Medical has ensured the availability of resources and information necessary to support the operation and monitoring of the required processes.

5. Accuro Medical has monitored, measured, and analyzed processes (as described in the Quality Manual) to ensure they are effective and to allow for continual improvement.

6. Accuro Medical has implemented the actions necessary to achieve planned results and continually improve the processes.

7. Outsourced processes, such as design, have been controlled in a manner described in the Purchasing section of the Quality Manual.

Confidential - 35-

Page 36: Accuro cim 12 29-11 rev 8

6.3 EBITDA Full Table

2012 % 2013 %Y/y 2014 %

Y/y 2015 % Y/y 2016 % Y/y

Hospital 1,533,52410 2,766,600

12 80

4,040,400

13 46 5,448,200 12 35 6,400,300 11 17

Nursing Homes 1,662,68411 3,161,000

14 90

5,312,000

17 68 7,352,600 16 38 9,564,400 16 30

Long Term Care 2,139,22814 3,391,550

15 59

4,625,725

14 36 6,068,200 13 31 7,170,450 12 18

DME/HME 6,904,24845 9,345,800

41 35

12,746,400

40 36

19,722,000 44 55

27,570,000 47 40

Specialty Dealers 3,254,31621 4,342,000

19 33

5,423,200

17 25 6,418,500 14 18 7,610,000 13 19

Sales 15,494,000 23,006,950 0 4832,147,7

25 4045,009,50

0 4058,315,15

0 30

GROSS PROFIT

Apex 5,901,14038 6,404,500

28 9

8,445,000

26 32 6,228,000 14

(26) 6,760,000 12 9

Canisters 533,203 3 1,321,448 6148

2,062,913 6 56 3,376,800 8 64 4,943,145 8 46

Foam Dressings Kits 2,454,49016 5,409,698

24

120

7,614,506

24 41 9,349,650 21 23

12,375,180 21 32

Therapeutic Mattresses 698,700 5 1,467,875 6

110

1,972,500 6 34 1,878,750 4 (5) 2,345,625 4 25

Gross Profit 9,587,53362 14,603,520

63 52

20,094,919

63 38

20,833,200 46 4

26,423,950 45 27

MARKETING AND SALES

Management Base 295,000 2 375,850 2 27 458,826 1 22 478,990 1 4 499,460 1 4

Management Bonus 309,880 2 460,139 2 48 642,955 2 40 900,190 2 40 1,166,303 2 30

Rep Commissions 1,549,40010 2,300,695

10 48

3,214,773

10 40 4,500,950 10 40 5,831,515 10 30

Shows, Exhibits, Meetings 40,000 0 55,000 0 38 72,000 0 31 91,000 0 26 112,000 0 23

Printing 15,494 0 23,007 0 48 32,148 0 40 45,010 0 40 58,315 0 30

Meals and Entertainment 30,000 0 43,750 0 46 60,000 0 37 78,750 0 31 100,000 0 27

Marketing Samples 38,735 0 57,517 0 48 80,369 0 40 112,524 0 40 145,788 0 30

Marketing and Sales 2,278,50915 3,315,958

14 46

4,561,070

14 38 6,207,414 14 36 7,913,381 14 27

GENERAL AND ADMIN

Salaries – Officer 255,000 2 280,000 1 10 300,000 1 7 325,000 1 8 340,000 1 5

Salaries - Managers 160,000 1 168,000 1 5 176,000 1 5 184,000 0 5 192,000 0 4

Salaries – Engineering 105,000 1 155,000 1 48 164,000 1 6 174,500 0 6 184,000 0 5

Salaries - Clerical 35,000 0 71,500 0104 109,500 0 53 114,500 0 5 120,500 0 5

Group Insurance Premium 90,050 1 107,412 0 19 125,294 0 17 143,713 0 15 162,684 0 13

Travel & Transportation 131,664 1 207,371 1 58 290,320 1 40 381,044 1 31 480,116 1 26

Leased Car Expense 34,634 0 54,548 0 58 76,367 0 40 100,232 0 31 126,292 0 26

Dept Supplies 15,406 0 24,264 0 58 33,969 0 40 44,585 0 31 56,177 0 26

Telephone 12,175 0 19,175 0 58 26,846 0 40 35,235 0 31 44,396 0 26

Postage 2,354 0 3,707 0 58 5,190 0 40 6,812 0 31 8,583 0 26

Professional Services 30,000 0 35,000 0 17 40,000 0 14 45,000 0 13 50,000 0 11

Consultants 12,000 0 105,000 0775 113,000 0 8 121,000 0 7 130,000 0 7

Licenses & Fees 5,000 0 10,000 0100 15,000 0 50 25,000 0 67 35,000 0 40

Miscellaneous 6,330 0 9,970 0 58 13,958 0 40 18,320 0 31 23,084 0 26

Casualty/Property Ins. 46,482 0 69,021 0 48 96,443 0 40 135,029 0 40 174,945 0 30

Confidential - 36-

Page 37: Accuro cim 12 29-11 rev 8

2012 % 2013 %Y/y 2014 %

Y/y 2015 % Y/y 2016 % Y/y

Building Lease 48,000 0 49,200 0 2 100,000 0103 105,000 0 5 110,000 0 5

Licenses & Fees 20,000 0 30,000 0 50 35,000 0 17 40,000 0 14 45,000 0 13

Systems & Software 45,000 0 30,000 0(33) 60,000 0

100 50,000 0

(17) 80,000 0 60

General and Administrative 1,054,094 7 1,429,168 6 36

1,780,887 6 25 2,048,969 5 15 2,362,777 4 15

EB ITDA 9,587,53362 14,603,520

63 52

20,094,919

63 38

20,833,200 46 4

26,423,950 45 27

6.4 Management Gross Profit Projections

6.4.1 Hospital Gross Profit

(000’s)Hospital 2012 2013 2014 2015 2016

Apex 1,093 1,485 1,710 1,913 1,800Canisters 41 143 277 442 632Foam Dressings Kits 122 416 693 1,035 1,224Therapeutic Mattresses 74 169 225 278 328Total 1,331 2,212 2,905 3,667 3,985

6.4.2 Nursing Home Gross Profit

(000’s)Nursing Home Gross Profit $ 2012 2013 2014 2015 2016Apex 878 1,080 1,485 1,000 1,250Canisters 71 224 436 653 967Foam Dressings Kits 279 917 1,688 1,836 2,340Therapeutic Mattresses 40 130 245 188 225Total 1,267 2,350 3,854 3,676 4,782

6.4.3 Long Term Acute Gross Profit

(000’s)Long Term Acute Gross

Profit $ 2012 2013 2014 2015 2016Apex 1,380 1,530 1,620 1,063 1,200Canisters 74 240 417 562 774Foam Dressings Kits 205 635 1,041 1,316 1,499Therapeutic Mattresses 40 97 123 94 113Total 1,699 2,501 3,200 3,034 3,585

Confidential - 37-

Page 38: Accuro cim 12 29-11 rev 8

6.4.4 DME/HME Gross Profit

(000’s)DME/HME Gross Profit $ 2012 2013 2014 2015 2016

Apex 1,331 1,540 2,970 1,920 2,160Canisters 307 544 679 1,267 1,994Foam Dressings Kits 1,574 2,430 2,795 3,802 5,674Therapeutic Mattresses 272 698 930 900 1,200Total 3,484 5,212 7,373 7,889 11,028

6.4.5 Specialty Dealers Home Gross Profit

(000’s)Specialty Dealers Home

Gross Profit $ 2012 2013 2014 2015 2016Apex 1,220 770 660 333 350Canisters 40 170 255 454 576Foam Dressings Kits 275 1,013 1,397 1,361 1,638Therapeutic Mattresses 272 375 450 420 480Total 1,807 2,328 2,762 2,567 3,044

Confidential - 38-

Page 39: Accuro cim 12 29-11 rev 8

Confidential - 39-