<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 000-24025
---------
HORIZON MEDICAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-1882343
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Horizon Way
P.O. Box 627
Manchester, Georgia 31816
- --------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 706-846-3126
------------
Indicate by check mark whether the registrant: (1) has filed all reports 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
--- ---
The number of shares outstanding of the Registrant's Common Stock, $.001 par
value, as of, August 12, 1998 was 13,366,278.
<PAGE> 2
PART I - FINANCIAL INFORMATION
HORIZON MEDICAL PRODUCTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents .................................................... $ 2,829,539 $ 2,893,924
Account receivable - trade, net .............................................. 5,645,593 3,720,031
Inventories .................................................................. 6,622,947 5,405,861
Prepaid expenses and other current assets .................................... 557,488 366,942
Deferred taxes ............................................................... 569,393 569,393
------------ ------------
Total current assets ...................................................... 16,224,960 12,956,151
Property and equipment, net .................................................. 3,337,056 2,341,508
Intangible assets, net ....................................................... 24,547,981 15,726,406
Deferred taxes ............................................................... 254,988 254,988
Other assets ................................................................. 109,109 297,852
------------ ------------
Total assets .............................................................. $ 44,474,094 $ 31,576,905
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable - trade ..................................................... $ 1,439,949 $ 1,726,395
Accrued acquisition liabilities .............................................. 126,000 762,859
Other accrued expenses ....................................................... 749,591 918,855
Income taxes payable ......................................................... 709,878 409,726
Current portion of long-term debt ............................................ 415,618 1,959,482
Current portion of payable under non-compete and consulting agreements........ -- 336,268
------------ ------------
Total current liabilities ................................................. 3,441,036 6,113,585
Long-term debt, net of current portion ....................................... 162,618 23,970,805
Payable under non-compete and consulting agreements, net of current
portion ................................................................... -- 1,463,319
Put warrant repurchase obligation ............................................ -- 11,000,000
Other liabilities ............................................................ 171,552 178,951
------------ ------------
Total liabilities ......................................................... 3,775,206 42,726,660
------------ ------------
SHAREHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.001 par value per share; 5,000,000 shares authorized,
none issued and outstanding ............................................... -- --
Common stock, $.001 par value per share; 50,000,000 shares authorized,
13,366,278 and 9,419,450 shares issued and outstanding in 1998 and 1997,
respectively .............................................................. 13,366 9,419
Additional paid-in capital ................................................... 52,075,658 1,270,771
Shareholders' notes receivable ............................................... (398,525) (398,525)
Accumulated deficit .......................................................... (10,991,611) (12,031,420)
------------ ------------
Total shareholders' equity (deficit)....................................... 40,698,888 (11,149,755)
------------ ------------
Total liabilities and shareholders' equity (deficit)....................... $ 44,474,094 $ 31,576,905
============ ============
</TABLE>
The accompanying notes are an integral part
of these condensed consolidated financial statements.
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<PAGE> 3
HORIZON MEDICAL PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
June 30,
--------------------------------
1998 1997
------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C>
Net sales ...................................................................... $ 6,858,690 $ 2,216,415
Cost of goods sold ............................................................. 2,499,667 989,537
------------ ------------
Gross profit ................................................................... 4,359,023 1,226,878
Selling, general and administrative expenses ................................... 2,439,122 1,194,056
------------ ------------
Operating income ............................................................... 1,919,901 32,822
------------ ------------
Other income (expense):
Interest expense ............................................................ (299,247) (172,595)
Other income ................................................................ 11,138 11,138
------------ ------------
(288,109) (161,457)
------------ ------------
Income (loss) before income taxes and extraordinary item .................... 1,631,792 (128,635)
Income tax expense ............................................................. (680,719) --
------------ ------------
Income (loss) before extraordinary item ..................................... 951,073 (128,635)
Extraordinary loss on early extinguishment of debt, net of income tax benefit
of $53,330 .................................................................. (83,414) --
------------ ------------
Net income (loss) ........................................................... $ 867,659 $ (128,635)
============ ============
Net income (loss) per share before extraordinary item - basic and diluted ...... $ .08 $ (.01)
============ ============
Net income (loss) per share - basic and diluted ................................ $ .07 $ (.01)
============ ============
Weighted average common shares outstanding - basic ............................. 12,534,467 9,419,450
============ ============
Weighted average common shares outstanding - diluted ........................... 12,663,129 9,419,450
============ ============
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------------------
1998 1997
------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C>
Net sales ...................................................................... $ 13,567,559 $ 4,157,849
Cost of goods sold ............................................................. 5,033,223 1,803,316
------------ ------------
Gross profit ................................................................... 8,534,336 2,354,533
Selling, general and administrative expenses ................................... 5,401,997 2,310,505
------------ ------------
Operating income ............................................................... 3,132,339 44,028
------------ ------------
Other income (expense):
Interest expense ........................................................ (2,241,319) (347,502)
Other income ............................................................ 22,276 22,341
------------ ------------
(2,219,043) (325,161)
------------ ------------
Income (loss) before income taxes and extraordinary item ................ 913,296 (281,133)
Income tax expense ............................................................. (890,073) --
------------ ------------
Income (loss) before extraordinary item ................................. 23,223 (281,133)
Extraordinary gain on early extinguishment of put feature (Note 6) ............. 1,100,000 --
Extraordinary loss on early extinguishment of debt ............................. (83,414) --
------------ ------------
Net income (loss) ....................................................... $ 1,039,809 $ (281,133)
============ ============
Net income (loss) per share before extraordinary item - basic and diluted ...... $ .00 $ (.03)
============ ============
Net income (loss) per share - basic and diluted ................................ $ .09 $ (.03)
============ ============
Weighted average common shares outstanding - basic ............................. 10,988,318 9,419,450
============ ============
Weighted average common shares outstanding - diluted ........................... 11,441,123 9,419,450
============ ============
</TABLE>
The accompanying notes are an integral part
of these condensed consolidated financial statements.
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<PAGE> 4
HORIZON MEDICAL PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------------------
1998 1997
------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) .............................................................. $ 1,039,809 $ (281,133)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Extraordinary gain on early extinguishment of put feature ........... (1,100,000) --
Depreciation ........................................................ 176,960 75,205
Amortization ........................................................ 760,889 177,720
Amortization of discount ............................................ 1,985,559 162,227
Non-cash officer compensation ....................................... 91,250 182,000
Non-cash consulting expense ......................................... 657,256 --
(Increase) decrease in operating assets:
Accounts receivable ............................................ (1,925,562) (56,807)
Inventories .................................................... (476,865) 9,071
Prepaid expenses and other assets .............................. (1,803) (259,979)
Increase (decrease) in operating liabilities:
Accounts payable - trade ....................................... (286,446) 88,761
Income taxes payable ........................................... 300,152 --
Accrued expenses and other liabilities .............................. (941,022) (23,866)
------------ ------------
Net cash provided by operating activities ...................... 280,177 73,199
------------ ------------
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures ........................................................... (1,081,508) (40,519)
Cash paid for acquisitions ..................................................... (9,412,561) --
Change in non-operating assets ................................................. (107,932) --
------------ ------------
Net cash used in investing activities ............................... (10,602,001) (40,519)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Notes receivable - shareholders ................................................ -- (13,403)
Cash overdraft ................................................................. -- (14,855)
Principal payments on debt ..................................................... (29,619,307) (221,796)
Deferred financing costs ....................................................... (283,582) --
Proceeds from initial public offering, net of offering costs ................... 40,160,245 --
Proceeds from the exercise of stock warrants.................................... 83 --
------------ ------------
Net cash provided by (used in) financing activities ................. 10,257,439 (250,054)
------------ ------------
Net decrease in cash and cash equivalents ........................... (64,385) (217,374)
Cash and cash equivalents, beginning of period ................................. 2,893,924 217,753
------------ ------------
Cash and cash equivalents, end of period ....................................... $ 2,829,539 $ 379
============ ============
</TABLE>
The accompanying notes are an integral part
of these condensed consolidated financial statements.
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<PAGE> 5
HORIZON MEDICAL PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The condensed consolidated balance sheet of Horizon Medical Products, Inc.
(the "Company") at December 31, 1997 has been derived from audited
consolidated financial statements. Certain information and footnote
disclosures normally included in complete financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC") and instructions to Form 10-Q. The condensed
consolidated financial statements reflect all adjustments and disclosures
which are, in the opinion of management, necessary for a fair presentation.
All such adjustments are of a normal recurring nature unless otherwise
noted. The results of operations for the interim periods are not necessarily
indicative of the results of the full year. These financial statements
should be read in conjunction with the Company's Registration Statement on
SEC Form S-1.
2. INVENTORIES
A summary of inventories is as follows:
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
------------ ------------
<S> <C> <C>
Raw materials .............................................................. $ 3,586,086 $ 2,300,745
Work in process ............................................................ 893,536 692,054
Finished goods ............................................................. 2,328,257 2,662,995
------------ ------------
6,807,879 5,655,794
Less inventory reserves .................................................... 184,932 249,933
------------ ------------
$ 6,622,947 $ 5,405,861
============ ============
</TABLE>
3. INITIAL PUBLIC OFFERING
On April 20, 1998, the Company completed an initial public offering
(the "Offering") of 3,473,000 shares of common stock at $14.50 per share.
The Offering included 2,600,000 shares of common stock issued by the
Company and 873,000 shares sold by a group of selling shareholders.
Subsequently the underwriters of the Offering exercised their option to
purchase 520,950 shares of common stock at $14.50 per share to cover
over-allotments. Total proceeds to the Company after underwriters'
discounts and commissions and other offering costs were $40,160,245.
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<PAGE> 6
4. EARNINGS PER SHARE
A summary of the calculation of basic and diluted earnings per share ("EPS")
is as follows:
<TABLE>
<CAPTION>
For the Quarter Ended June 30, 1998 For the Six Months Ended June 30, 1998
-------------------------------------- --------------------------------------
Income Shares Per-share Income Shares Per-share
Numerator Denominator Amount Numerator Denominator Amount
---------- ----------- --------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS ....................... $ 867,659 12,534,467 $ .07 $1,039,809 10,988,318 $ .09
Effect of dilutive securities ... -- 128,662 -- 452,805
---------- ----------- ---------- -----------
Diluted EPS ..................... $ 867,659 12,663,129 $ .07 $1,039,809 11,441,123 $ .09
========== =========== ========= ========== =========== =========
<CAPTION>
For the Quarter Ended June 30, 1997 For the Six Months Ended June 30, 1997
-------------------------------------- --------------------------------------
Loss Shares Per-share Loss Shares Per-share
Numerator Denominator Amount Numerator Denominator Amount
---------- ----------- --------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basic and Diluted EPS ........... $ (128,635) 9,419,450 $ (.01) $ (281,133) 9,419,450 $ (.03)
========== =========== ========= ========== =========== =========
</TABLE>
5. ACQUISITIONS
On June 2, 1998, the Company consummated the acquisition of certain assets
used in the human vascular access business of Norfolk Medical Products, Inc.
("Norfolk"). As consideration for the assets acquired, the Company (i) paid
Norfolk an aggregate of approximately $7.4 million in cash, and (ii) paid
approximately $1.9 million in cash into an escrow account. The escrow will
be released upon the successful transition by Norfolk of the manufacturing
of the Human Product Line to Manchester, Georgia. The Company accounted for
the acquisition using the purchase method of accounting and, accordingly,
the purchase price has been allocated to the assets of Norfolk based on
their estimated fair values at the date of acquisition. Operating results of
Norfolk since June 2, 1998 are included in the Company's condensed
consolidated financial statements for the three months and six months ended
June 30, 1998.
The estimated fair values of assets acquired in the acquisition are as
follows:
<TABLE>
<CAPTION>
Norfolk
-------
<S> <C>
Inventories, net ................................................. $ 714,075
Property and equipment ........................................... 101,000
Patents .......................................................... 6,583,000
Goodwill ......................................................... 1,651,925
Non-compete agreements ........................................... 250,000
----------
Purchase price ............................................... $9,300,000
==========
</TABLE>
On May 19, 1998 the Company completed the acquisition of Cryolife for
approximately $100,000 in cash and $600,000 in a note payable and liability
assumed. This acquisition is immaterial to the operating results of the
Company. The acquisition was accounted for using the purchase method of
accounting and accordingly goodwill of $704,000 was recorded.
On June 20, 1997, the Company, together with Arrow International, Inc.
("Arrow"), an unrelated entity, entered into a joint purchase agreement (the
"Stock Purchase Agreement") to acquire all of the stock of Strato/Infusaid
Inc. ("Strato"), located in Norwood, Massachusetts, for a purchase price of
$21,250,000. Strato produced and distributed
-6-
<PAGE> 7
vascular access products (the "Port Business") and implantable infusion pump
products (the "Pump Business"). Under the Stock Purchase Agreement, the
Company acquired 275,294 shares of Strato's stock for $19,500,000, and Arrow
acquired 24,706 shares of Strato's stock (the "Arrow Shares") for
$1,750,000.
The transaction was completed on July 15, 1997. On that date, the Company
and Arrow entered into an asset purchase and stock redemption agreement (the
"Arrow Agreement") wherein the Company, as beneficial owner of a majority of
the stock of Strato, sold the Pump Business and its related assets to Arrow
in exchange for the Arrow Shares and Arrow's assumption of certain
liabilities of Strato. The assets acquired and liabilities assumed under the
Stock Purchase Agreement were divided between the Company and Arrow as
outlined in the Arrow Agreement.
The Company accounted for the acquisition of the Port Business of Strato
under the purchase method of accounting. Goodwill of $11,548,033 was
recorded and is being amortized over thirty years.
The estimated fair value of assets acquired and liabilities assumed in the
acquisition is as follows:
<TABLE>
<CAPTION>
Strato
------------
<S> <C>
Accounts receivable, net ............................................. $ 1,813,863
Inventories .......................................................... 4,434,204
Other current assets ................................................. 101,775
Property and equipment ............................................... 758,356
Intangibles and other assets ......................................... 13,183,033
Deferred income tax asset ............................................ 734,082
Accounts payable and accrued expenses ................................ (1,525,313)
------------
Purchase price ................................................. $ 19,500,000
============
</TABLE>
The following unaudited pro forma summary for the six months ended June 30,
1997 combines the results of the Company with the acquisition of the Port
Business of Strato and Norfolk as if the acquisitions had occurred at the
beginning of 1997. For the six months ended June 30, 1998, the pro forma
summary presents the results of operations of the Company as if the
acquisition of Norfolk had occurred at the beginning of 1998. Certain
adjustments, including interest expense on acquisition debt,
amortization of intangible assets, and income tax effects, have been made to
reflect the impact of the purchase transaction. These pro forma results have
been prepared for comparative purposes only and do not purport to be
indicative of what would have occurred had the acquisitions been made at the
beginning of 1997 and 1998, or of results which may occur in the future.
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<PAGE> 8
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------------------
1998 1997
------------ ------------
<S> <C> <C>
Sales ............................................................ $ 14,833,000 $ 11,800,000
Net income (loss) ................................................ $ 1,095,000 $ (301,000)
Net income (loss) per share - basic and diluted .................. $ .10 $ (.03)
</TABLE>
Proforma net income per share for the six months ended June 30, 1998 was
calculated by dividing pro forma net income by the weighted average shares
outstanding of 10,988,318 and 11,441,123 for basic and diluted earnings per
share, respectively. Pro forma net loss per share for the six months ended
June 30, 1997 was calculated by dividing pro forma net loss by the weighted
average shares outstanding of 9,419,450 for basic and diluted earnings per
share.
6. EXTRAORDINARY ITEMS
Effective January 29, 1998, NationsCredit Commercial Corporation
("NationsCredit"), the Company's lender, agreed to the early extinguishment
of the put feature related to the warrants issued by the Company to
NationsCredit in July 1997. As a result of this early extinguishment, in the
first quarter of 1998, the Company recorded a one time gain of $1.1 million
and the net recorded value of the put warrant repurchase obligation of
approximately $9.9 million was reclassified to additional paid-in capital.
In connection with the Offering the Company was required to repay certain of
its existing debt with a portion of the Offering proceeds. The Company
recorded an $83,414 loss on this early extinguishment of debt in the second
quarter of 1998.
7. REVOLVING CREDIT AGREEMENT
Effective May 26, 1998, the Company entered into a $50 million amended and\
restated Revolving Line of Credit Agreement with NationsCredit and certain
other lenders. The Company's obligations under the agreement are secured by
liens on substantially all of the Company's assets, including inventory,
accounts receivable and general intangibles as well as a pledge of the stock
of the Company's subsidiaries. The Company's obligations under the Line of
Credit Agreement are also guaranteed by each of the Company's subsidiaries.
Such guarantees are secured by liens on substantially all of the assets of
the respective subsidiaries.
8. RECENTLY ISSUED ACCOUNTING STANDARDS.
In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income,
which requires the reporting and display of comprehensive income and its
components in an entity's financial statements, and SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information, which
specifies revised guidelines for determining an entity's operating segments
and the type and level of financial information to be required. The Company
is required to adopt these statement in 1998. The impact of these
pronouncements on the Company is currently being evaluated and is not
expected to be material. For the six-months ended June 30, 1998 and 1997
there were no differences between net income and comprehensive income.
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<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997
NET SALES. Net Sales increased 209.4% to $6.9 million for the second quarter of
1998, from $2.2 for the same period in 1997. This increase is primarily
attributable to sales of the products acquired in the Strato/Infusaid
and Norfolk Acquisitions, which represented $3.9 million of the increase.
GROSS PROFIT. Gross profit increased 255.3% to $4.4 million for the second
quarter of 1998, from $1.2 million for the same period in 1997. Gross margin
increased to 63.6% for the second quarter of 1998, from 55.4% for the same
period in 1997. The gross margin increase is primarily attributable to the port
product line acquired in the Strato/Infusaid Acquisition having a higher margin
than the Company's existing port product line and an increase in sales of triple
lumen catheters which have a higher margin than the Company's other catheters.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased to $2.4 million for the second quarter of
1998, from $1.2 million for the same period in 1997. This increase is primarily
attributable to increased compensation expenses associated with the development
of the Company's sales force. Selling, general and administrative expenses
declined as a percentage of net sales to 35.6% in 1998 from 53.9% in 1997 due to
substantial revenue growth in 1998.
INTEREST EXPENSE. Net interest expense increased to $299,247 in 1998 from
$172,595 in 1997. The increase is primarily a result of the amortization of debt
discount and deferred loan costs, and interest expense associated with the
Company's credit facility which was entered into in July of 1997.
INCOME TAX EXPENSE. Income tax expense increased to $680,719 in 1998 from zero
in 1997, due to the Company generating taxable income in the quarter ended June
30, 1998 and a taxable loss in 1997. The Company had a full valuation allowance
recorded against its net deferred tax asset at June 30, 1997. No valuation
allowance was considered necessary as of June 30, 1998.
SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997
NET SALES. Net sales increased 226.3% to $13.6 million for the six months ended
June 30, 1998, from $4.2 million for the same period in 1997. This increase is
primarily attributable to sales of the products acquired in the Strato/Infusaid
and Norfolk Acquisitions, which represented $7.7 million of the increase.
-9-
<PAGE> 10
GROSS PROFIT. Gross profit increased 262.5% to $8.5 million for the six months
ended June 30, 1998, from $2.4 million for the same period in 1997. Gross margin
increased to 62.9% for the six months of 1998, from 56.6% for the same period in
1997. The gross margin increase is primarily attributable to the port product
line acquired in the Strato/Infusaid Acquisition having a higher margin than the
Company's existing port product line and an increase in sales of triple lumen
catheters which have a higher margin than the Company's other catheters.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, General and
Administrative expenses increased to $5.4 million for the six months ended June
30, 1998, from $2.3 million for the same period in 1997. This increase is
primarily attributable to increased compensation expenses associated with the
development of the Company's sales force and $657,256 of consulting expense
associated with the signing of the Premier Agreement. Selling, general and
administrative expenses declined as a percentage of net sales to 39.8% in 1998
from 55.6% in 1997 due to substantial revenue growth in 1998.
INTEREST EXPENSE. Net interest expense increased to $2.2 million in 1998 from
$347,502 in 1997. This increase is primarily a result of the amortization of
debt discount and deferred loan costs, and interest expense associated with the
Company's credit facility which was entered into in July of 1997.
INCOME TAX EXPENSE. Income tax expense increased to $890,073 in 1998 form zero
in 1997, due to the Company generating taxable income in the six months ended
June 30, 1998 and a taxable loss for the same period in 1997. The company had a
full valuation allowance recorded against its net deferred tax asset at June 30,
1997. No valuation allowance was considered necessary at June 30, 1998.
EXTRAORDINARY ITEMS. Effective January 29, 1998, NationsCredit, the Company's
lender, agreed to the early extinguishment of the put feature related to the
warrants issued to NationsCredit in July 1997. As a result of this early
extinguishment, in the first quarter of 1998, the Company recorded a one time
gain of $1.1 million and the net recorded value of the put feature of
approximately $9.9 million was reclassified to additional paid-in capital in
1998.
In connection with the Offering the Company was required to repay certain of
its existing debt with a portion of the Offering proceeds. The Company recorded
an $83,414 loss on this early extinguishment of debt in the second quarter of
1998.
LIQUIDITY AND CAPITAL RESOURCES. Net cash provided by operating activities was
$280,177 and $73,199 for the six months ended June 30, 1998 and 1997,
respectively. This fluctuation was due primarily to an increase in accounts
receivable at June 30, 1998. Net cash used in investing activities was
$(10,602,001) and $(40,519) for the six months ended June 30, 1998 and 1997,
respectively. The increase in 1998 was due primarily to cash paid for the
acquisition of Norfolk. Net cash provided by (used in) financing activities was
$10,257,439 and $(250,054) for the six months ended June 30, 1998 and 1997
respectively. The primary source of cash in financing activities in 1998 was the
Company's initial public offering ("the offering") of its common stock which
generated over $40 million of proceeds to the Company. Over $29 million of these
proceeds were used to repay debt.
As discussed in Note 7, the Company entered into a $50 million amended and
restated Revolving Line of Credit Agreement with NationsCredit and certain other
lenders. The Company expects to use excess proceeds from the Offering,
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<PAGE> 11
as well as the availability under the Revolving Credit Agreement, for working
capital, capital expenditures and general corporate purposes, including the
funding of acquisitions.
YEAR 2000 ISSUES
The approaching Year 2000 could result in challenges related to the Company's
computer software, accounting records and relationships with suppliers and
customers. Management of the Company is studying Year 2000 issues and is seeking
to avoid such problems. Based on the Company's review of its business and
operating systems, the Company does not expect to incur material costs with
respect to assessing and remediating Year 2000 problems; however, there can be
no assurance that such problems will not be encountered or that the costs
incurred to resolve such problems will not be material.
FORWARD-LOOKING STATEMENTS
Certain statements and information included herein may constitute
"forward-looking statements" within the meaning of the Securities Act of 1933
and the Securities Act of 1934 as amended by the Federal Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are not
guarantees of future performance and involve known and unknown risks,
uncertainties and other factors which may cause the actual results of the
Company to be materially different from any future results expressed, implied or
contemplated by such forward-looking statements. Such factors include, among
other things, the ability to integrate acquired businesses; the ability to
obtain financing on acceptable terms to finance the Company's growth strategy;
the ability to develop and implement operational and financial systems to manage
rapidly growing operations; the Company's dependence on key personnel; and other
factors referenced herein. The Company undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence
of unanticipated events or changes to future operating results over time.
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<PAGE> 12
HORIZON MEDICAL PRODUCTS, INC.
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) Effective May 26, 1998, the Company entered into the amended and
restated Revolving Line of Credit Agreement with NationsCredit Commercial
Corporation and certain other lenders. The amended and restated Revolving Line
of Credit Agreement contains restrictions on the ability of the Company to pay
cash dividends on its Common Stock.
(b) Effective upon consummation of the Company's initial public
offering (the "Offering"), in March 1998, the Company granted to ( i) its
outside directors options to acquire an aggregate of 40,000 shares of Common
Stock and (ii) to an executive officer of the Company options to acquire 10,000
shares of Common Stock. Such grants were made under the Company's Stock
Incentive Plan in reliance on Rule 701 promulgated under the Securities Act.
Such options are exercisable at $14.50 per share. On March 20, 1998, the Company
granted to a third party in connection with a group purchasing agreement entered
into with such party a Warrant to acquire up to 500,000 shares of Common Stock
at $14.50 per share. Such issuance was made in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act. In April, 1998, the
Company granted to an advisor to the Company options to acquire 15,000 shares of
Common Stock at $14.50 per share in reliance on Rule 701. In April 1998, the
Company delivered to an affiliate of the Company 45,328 shares of Common Stock
(valued at $14.50 per share) in satisfaction of fees owed to such affiliate
pursuant to the terms of a consulting agreement between the Company and such
affiliate. Such issuance was made in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act.
(d) The Company's Registration Statement on Form S-1 (Registration
No.333-46349) relating to the Offering of 3,473,000 shares (the "Offered
Shares") of the Company's Common Stock, par value $.001 per share, was declared
effective on April 14, 1998. 2,600,000 of the Offered Shares covered by the
Registration Statement were offered and sold by the Company and 873,000 of the
Offered Shares covered by Registration Statement were offered and sold by three
Selling Shareholders identified in the Registration Statement. The managing
underwriters for the Offering were Credit Suisse First Boston, BancAmerica
Robertson Stephens and NationsBanc Montgomery Securities LLC. The Offering
commenced April 15, 1998, all securities offered thereby were sold and the
Offering was terminated. On April 24, 1998, the underwriters for the Offering
exercised their option to acquire from the Company an additional 520,950 shares
of Common Stock to cover over-allotments. All such over-allotments were sold and
the Offering with respect thereto was terminated.
The Offered Shares sold by the Company were sold at a price to the
public of $14.50 per share, for aggregate gross proceeds to the Company of
approximately $37,700,000 (giving effect to the exercise of the over-allotment
option, $45,253,775) and aggregate gross proceeds to the Selling Shareholders of
$12,658,500. The total expenses incurred by the Company in connection with the
Offering, including underwriting discounts and commissions, are estimated to be
approximately $3,902,000 (giving effect to the exercise of the over-allotment
option, $4,433,369), resulting in net offering proceeds to the Company of
approximately $33,798,000 (giving effect to the exercise of the over-allotment
option, $40,820,406). As of August 13, 1998, the net proceeds to the Company
from the Offering had been used as follows: (i) approximately $24.6 million to
repay indebtedness outstanding under the Company's previous credit facility,
(ii) approximately $3.4 million to repay obligations relating to the acquisition
by the Company of NeoStar Medical Technologies, Inc., (iii) approximately $0.5
million to acquire additional office space in Atlanta, Georgia, from an
affiliate of the Company, (iv) approximately $0.1 million to purchase the
vascular access port product line of CryoLife, Inc.'s Ideas for Medicine
subsidiary, and (v) approximately $ 7.4 million to acquire the human vascular
access business of Norfolk Medical Products. The remaining net proceeds of the
Offering to the Company of approximately $ 4.8 million were used for working
capital, capital expenditures and for general corporate purposes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
27.1 Financial Data Schedule (for SEC use only)
</TABLE>
(b) Reports on Form 8-K
On June 16, 1998 the Company filed a Current Report on Form 8-K
announcing the acquisition of certain assets used in the human
vascular access business of Norfolk Medical Products, Inc. This
report was amended, through the filing of a Current Report on Form
8-K/A dated August 13, 1998, to include financial statements and pro
forma financial information required by Item 7.
-12-
<PAGE> 13
HORIZON MEDICAL PRODUCTS, INC.
SIGNATURE
Pursuant to the requirements 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.
HORIZON MEDICAL PRODUCTS, INC.
(Registrant)
August 14, 1998 /s/ Mark A. Jewett
-----------------------------------
Mark A. Jewett
Vice President of Finance
(Principal Accounting Officer and
Duly Authorized Officer)
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF HORIZON MEDICAL PRODUCTS, INC. FOR THE 6 MONTHS ENDED
JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 2,829,539
<SECURITIES> 0
<RECEIVABLES> 5,756,178
<ALLOWANCES> 110,585
<INVENTORY> 6,622,947
<CURRENT-ASSETS> 16,224,960
<PP&E> 3,908,152
<DEPRECIATION> 571,096
<TOTAL-ASSETS> 44,474,094
<CURRENT-LIABILITIES> 3,441,036
<BONDS> 162,618
0
0
<COMMON> 13,366
<OTHER-SE> 40,685,522
<TOTAL-LIABILITY-AND-EQUITY> 44,474,094
<SALES> 6,858,690
<TOTAL-REVENUES> 6,858,690
<CGS> 2,499,667
<TOTAL-COSTS> 2,499,667
<OTHER-EXPENSES> 2,439,122
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 299,247
<INCOME-PRETAX> 1,631,792
<INCOME-TAX> 680,719
<INCOME-CONTINUING> 951,073
<DISCONTINUED> 0
<EXTRAORDINARY> (83,414)
<CHANGES> 0
<NET-INCOME> 867,659
<EPS-PRIMARY> .07
<EPS-DILUTED> .07
</TABLE>
