<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 September 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, November 13, 1998 was 13,366,278.
<PAGE> 2
HORIZON MEDICAL PRODUCTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
------------- ------------
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents .................................................. $ 787,336 $ 2,893,924
Account receivable - trade, net ............................................ 7,917,622 3,720,031
Inventories ................................................................ 10,886,171 5,405,861
Prepaid expenses and other current assets .................................. 343,886 366,942
Deferred taxes ............................................................. 569,393 569,393
------------ ------------
Total current assets .................................................... 20,504,408 12,956,151
Property and equipment, net ................................................ 3,929,330 2,341,508
Intangible assets, net ..................................................... 40,792,725 15,726,406
Deferred taxes ............................................................. 254,988 254,988
Other assets ............................................................... 486,490 297,852
------------ ------------
Total assets ............................................................ $ 65,967,941 $ 31,576,905
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable - trade ................................................... $ 2,819,107 $ 1,726,395
Accrued acquisition liabilities ............................................ --- 762,859
Other accrued expenses ..................................................... 1,069,085 918,855
Income taxes payable ....................................................... 1,236,041 409,726
Current portion of long-term debt .......................................... 397,825 1,959,482
Current portion of payable under non-compete and consulting agreements ..... --- 336,268
------------ ------------
Total current liabilities ............................................... 5,522,058 6,113,585
Long-term debt, net of current portion ..................................... 19,049,930 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 .......................................................... 167,853 178,951
------------ ------------
Total liabilities ....................................................... 24,739,841 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 ................................................. 51,865,003 1,270,771
Shareholders' notes receivable ............................................. (398,525) (398,525)
Accumulated deficit ........................................................ (10,251,744) (12,031,420)
------------ ------------
Total shareholders' equity (deficit) .................................... 41,228,100 (11,149,755)
------------ ------------
Total liabilities and shareholders' equity (deficit) .................... $ 65,967,941 $ 31,576,905
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-2-
<PAGE> 3
HORIZON MEDICAL PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
September 30,
-----------------------------------
1998 1997
------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C>
Net sales ....................................................................... $ 8,063,774 $ 5,160,819
Cost of goods sold .............................................................. 3,484,947 2,005,481
------------ -----------
Gross profit .................................................................... 4,578,827 3,155,338
Selling, general and administrative expenses .................................... 3,243,535 1,957,520
------------ -----------
Operating income ................................................................ 1,335,292 1,197,818
------------ -----------
Other income (expense):
Interest expense ............................................................ (29,586) (1,667,799)
Accretion of value of put warrant repurchase obligation ..................... --- (3,636,364)
Other income ................................................................ 10,762 36,332
------------ -----------
(18,824) (5,267,831)
Income (loss) before income taxes ........................................... 1,316,468 (4,070,013)
Income tax expense .............................................................. (576,601) ---
------------ -----------
Net income (loss) ........................................................... $ 739,867 $(4,070,013)
============ ===========
Net income (loss) per share - basic and diluted................................. $ .06 $ (.43)
============ ===========
Weighted average common shares outstanding - basic .............................. 13,366,278 9,419,450
============ ===========
Weighted average common shares outstanding - diluted ............................ 13,366,278 9,419,450
============ ===========
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
-3-
<PAGE> 4
HORIZON MEDICAL PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------------------
1998 1997
-------------- ------------
(Unaudited) (Unaudited)
<S> <C> <C>
Net sales ................................................................... $ 21,631,333 $ 9,318,668
Cost of goods sold .......................................................... 8,518,170 3,808,797
------------ -----------
Gross profit ................................................................ 13,113,163 5,509,871
Selling, general and administrative expenses ................................ 8,645,532 4,268,025
------------ -----------
Operating income ............................................................ 4,467,631 1,241,846
------------ -----------
Other income (expense):
Interest expense ..................................................... (2,270,905) (2,015,301)
Accretion of value of put warrant repurchase obligation .............. --- (3,636,364)
Other income ......................................................... 33,038 58,673
------------ -----------
(2,237,867) (5,592,992)
Income (loss) before income taxes and extraordinary items ............ 2,229,764 (4,351,146)
Income tax expense .......................................................... 1,466,674 ---
------------ -----------
Income (loss) before extraordinary items ................................. 763,090 (4,351,146)
Extraordinary gain on early extinguishment of put feature (Note 6) .......... 1,100,000 ---
Extraordinary loss on early extinguishment of debt, net of income tax benefit
of $53,330 .......................................................... (83,414) ---
------------ -----------
Net income (loss) .................................................... $ 1,779,676 $(4,351,146)
============ ===========
Net income (loss) per share before extraordinary items - basic and diluted .. $ .06 $ (.46)
============ ===========
Net income (loss) per share - basic and diluted ............................. $ .15 $ (.46)
============ ===========
Weighted average common shares outstanding - basic .......................... 11,789,682 9,419,450
============ ===========
Weighted average common shares outstanding - diluted ........................ 12,089,893 9,419,450
============ ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-4-
<PAGE> 5
HORIZON MEDICAL PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------------------
1998 1997
------------ -------------
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) .......................................................... $ 1,779,676 $ (4,351,146)
Adjustments to reconcile net income (loss) to net cash (used in) provided by
operating activities:
Extraordinary gain on early extinguishment of put feature ....... (1,100,000)
Depreciation .................................................... 306,047 144,146
Amortization .................................................... 1,140,429 1,456,659
Amortization of discount ........................................ 1,985,559 246,420
Accretion of value of put warrant repurchase obligation ......... --- 3,636,364
Non-cash officer compensation ................................... 91,250 273,000
Non-cash consulting expense ..................................... 657,256 ---
(Increase) decrease in operating assets:
Accounts receivable ........................................ (4,197,591) (302,603)
Inventories ................................................ (2,017,845) (175,033)
Prepaid expenses and other assets .......................... (173,535) (4,217)
Increase (decrease) in operating liabilities:
Accounts payable - trade ................................... 867,712 612,504
Accounts payable -affiliate ................................ --- (5,191)
Income taxes payable ....................................... 826,315 ---
Accrued expenses and other liabilities ..................... (751,227) (110,587)
------------ ------------
Net cash (used in) provided by operating activities ............. (585,954) 1,420,316
------------ ------------
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures ....................................................... (1,377,869) (64,837)
Cash paid for acquisitions ................................................. (28,412,561) (19,500,000)
Change in non-operating assets ............................................. (646,507) ---
------------ ------------
Net cash used in investing activities ........................... (30,436,939) (19,564,837)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Notes receivable - shareholders ............................................ --- (20,215)
Cash overdraft ............................................................. --- (31,637)
Proceeds from issuance of long-term debt ................................... 19,000,000 23,500,000
Principal payments on debt ................................................. (29,749,788) (1,913,297)
Deferred financing costs ................................................... (283,582) (674,765)
Proceeds from initial public offering, net of offering costs ............... 39,949,590 ---
Payment for warrants ....................................................... --- (400,000)
Proceeds from the exercise of stock warrants ............................... 83 ---
------------ ------------
Net cash provided by financing activities ....................... 28,916,303 20,460,086
------------ ------------
Net (decrease) increase in cash and cash equivalents ............ (2,106,588) 2,315,565
Cash and cash equivalents, beginning of period ............................. 2,893,924 217,753
------------ ------------
Cash and cash equivalents, end of period ................................... $ 787,336 $ 2,533,318
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-5-
<PAGE> 6
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 the
Company's audited consolidated financial statements at such date. 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 at September 30, 1998, and for the three and nine months ended
September 30, 1998 and 1997 are unaudited; however, these 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 noted otherwise. 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.
Including, without limitation, the summary of accounting policies and
notes and consolidated financial statements included therein.
2. INVENTORIES
A summary of inventories is as follows:
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
------------- ------------
<S> <C> <C>
Raw materials ......... $ 4,783,213 $2,300,745
Work in process ....... 1,527,298 692,054
Finished goods ........ 5,134,067 2,662,995
----------- ----------
11,444,578 5,655,794
Less inventory reserves 192,432 249,933
----------- ----------
$11,252,146 $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 $39,949,591.
-6-
<PAGE> 7
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 For the Nine Months Ended
September 30, 1998 September 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 .......................... $ 739,867 13,366,278 $ .06 $ 1,779,676 11,789,682 $ .15
Effect of Dilutive Securities ...... -- --- --- --- 300,211 ---
------------ ----------- ---------- ------------- ---------- -------
Diluted EPS ........................ $ 739,867 13,366,278 $ .06 $ 1,779,676 12,089,893 $ .15
============ =========== ========== ============= ========== =======
</TABLE>
<TABLE>
<CAPTION>
For the Quarter Ended For the Nine Months Ended
September 30, 1997 September 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......... $ (4,070,013) 9,419,450 $ (.43) $ (4,351,146) 9,419,450 $ (.46)
============ =========== ======= ============ ========== ======
</TABLE>
5. ACQUISITIONS
On September 30, 1998, the Company consummated the acquisition (the "IFM
Acquisition") of certain assets used in the manufacture and sale of
medical devices (other than ports) by Ideas for Medicine, Inc. ("IFM"),
a wholly-owned subsidiary of CryoLife, Inc. for $15.0 million in cash.
Through the IFM Acquisition and the IFM Port Acquisition, the Company
has purchased substantially all of the operations of IFM. The Company
funded the IFM Acquisition from its line of credit with NationsCredit
Commercial Corporation ("NationsCredit"). The Company accounted for the
IFM Acquisition using the purchase method of accounting and,
accordingly, the purchase price has been allocated to the assets of IFM
based on their estimated fair values at the date of acquisition. The
excess of cost over fair value of net assets acquired (goodwill) was
approximately $ 13.6 million. Operating results of IFM on September 30,
1998 are included in the Company's condensed consolidated financial
statements for the three months and nine months ended September 30,
1998.
Effective September 1, 1998, the Company consummated the acquisition
(the "CVS Acquisition") of certain assets used in the distribution and
sale of medical devices by Columbia Vital Systems, Inc. ("CVS") for $4.0
million in cash. The Asset Purchase Agreement provides for an increase
in the purchase price of up to $5.225 million if CVS meets certain
criteria over a two year period. The Company funded the CVS Acquisition
from its line of credit with NationsCredit. The Company accounted for
the CVS Acquisition using the purchase method of accounting and,
accordingly, the purchase price has been allocated to the assets of CVS
based upon their estimated fair values at the date of acquisition. The
excess of cost over fair value of net assets acquired (goodwill) was
approximately $2,528,000. Operating results of CVS since September 1,
1998 are included
-7-
<PAGE> 8
in the Company's condensed consolidated financial statements for the
three months and nine months ended September 30, 1998.
On June 2, 1998, the Company consummated the acquisition ("Norfolk
Acquisition") of certain assets used in the human vascular access
business of Norfolk Medical Products, Inc. ("Norfolk") for (i) an
aggregate of approximately $7.4 million in cash, and (ii) approximately
$1.9 million in cash placed in escrow. The escrow will be released upon
the successful transition by the seller of the manufacturing of the
Human Product Line to Manchester, Georgia. The Company accounted for the
Norfolk 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.
The excess of cost over fair value of net assets acquired (goodwill) was
approximately $1,652,000. Operating results of Norfolk since June 2,
1998 are included in the Company's condensed consolidated financial
statements for the three months and nine months ended September 30,
1998.
On May 19, 1998 the Company consummated the acquisition ("IFM Port
Acquisition") of certain assets used in the manufacture and sale of the
port product line of Ideas for Medicine, Inc. ("IFM"), a wholly-owned
subsidiary of CryoLife, Inc. for $100,000 in cash and $600,000 in the
form of a note payable and liabilities assumed. This acquisition is
immaterial to the operating results of the Company. The IFM Port 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
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 in
cash, 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 under the purchase method of
accounting. Goodwill of $11,548,033 was recorded.
-8-
<PAGE> 9
The following unaudited pro forma summary for the nine months ended
September 30, 1997 combines the results of the Company with the
acquisition of the Port Business of Strato, Norfolk, IFM and CVS as if
the acquisitions had occurred at the beginning of 1997. For the nine
months ended September 30, 1998, the pro forma summary presents the
results of operations of the Company as if the acquisition of Norfolk,
IFM and CVS had occurred at the beginning of 1998. Certain adjustments,
including interest expense on the acquisition debt, amortization of
intangible assets, and income tax effects, have been made to reflect the
impact of the purchase transactions. 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.
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------------------
1998 1997
------------- ------------
<S> <C> <C>
Sales......................................................... $ 35,990,000 $ 32,079,000
Net income (loss) before extraordinary items.................. $ 1,310,000 $ (3,398,000)
Net income (loss)............................................. $ 2,326,000 $ (3,398,000)
Net income (loss) per share before
extraordinary items....................................... $ .11 $ (.29)
Net income (loss) per share - basic and diluted............... $ .19 $ (.29)
</TABLE>
Pro forma earnings per share was calculated by dividing pro forma net
income by the weighted average shares outstanding of 11,789,682 and
12,089,893 for basic and diluted earnings per share, respectively.
6. EXTRAORDINARY ITEMS
Effective January 29, 1998, NationsCredit, the Company's lender, agreed
to the extinguishment of the put feature related to the warrants issued
by the Company to NationsCredit in July 1997. As a result of this
extinguishment in the first quarter of 1998, the Company recorded an
extraordinary gain of $1.1 million and the net recorded value of the
warrant 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
collateralized by liens on substantially all of the Company's assets,
including inventory, accounts receivable and general intangibles and a
pledge of the stock of the Company's subsidiaries. The Company's
obligations under the
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<PAGE> 10
Line of Credit Agreement are also guaranteed by each of the Company's
subsidiaries. Such guarantees are collateralized 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
nine months ended September 30, 1998 and 1997 there were no differences
between net income and comprehensive income.
9. SUBSEQUENT EVENTS
Effective October 15, 1998, the Company consummated the acquisition (the
"Stepic Acquisition") of the outstanding stock of Stepic Corporation
("Stepic") for $8.0 million in cash at the closing and the Company agreed
to pay Stepic up to an additional $12.0 million ($7.2 million of which is
guaranteed and supported by stand by letters of credit), upon the
successful achievement of certain specified future earnings targets by
Stepic. The Company funded the Stepic Acquisition from its line of credit
with NationsCredit. The Company accounted for the Stepic Acquisition
using the purchase method of accounting and, accordingly, the purchase
price has been allocated to the assets of Stepic based upon their
estimated fair values at the date of acquisition. The excess of cost over
fair value of net assets acquired (Goodwill) was approximately
$13,623,000.
On October 30, 1998, a shareholder suit was filed against the Company and
certain current officers and directors of the Company and one former
officer and director of the Company. The complaint, which seeks class
certification, alleges that the prospectus and registration statement
used by the Company in connection with the April 1998 initial public
offering of the Company's common stock contained material omissions and
misstatements. Although the Company believes the suit is without merit,
the outcome cannot be predicted at this time. If the ultimate disposition
of this matter is determined adversely to the Company, it could have an
adverse effect on the Company's results of operations.
-10-
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1997
NET SALES. Net sales increased 56.2% to $8.1 million for the third quarter of
1998 from $5.2 million for the same period in 1997. This increase is primarily
attributable to sales of the additional products acquired in the Norfolk, IFM
and CVS Acquisitions, which represented $2.1 million of the increase.
GROSS PROFIT. Gross profit increased 45.1% to $4.6 million for the third
quarter of 1998 from $3.2 million for the same period in 1997. Gross margin
decreased to 56.8% for the third quarter of 1998 from 61.1% for the same period
in 1997. The gross margin decrease is primarily attributable to the acquisition
of CVS, a distributor which operates at lower margins and operating
inefficiencies experienced during the closing and transfer of the Massachusetts
facility to Georgia.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased to $3.2 million for the third quarter of 1998
from $2.0 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. Additionally, depreciation and amortization have
increased $339,000 from $112,000 for the third quarter of 1997 to $451,000 for
the third quarter of 1998 and Research and Development expense increased
$320,000 from zero for the third quarter of 1997 to $320,000 for the third
quarter of 1998 primarily as the result of acquisitions. Selling, general and
administrative expenses increased as a percentage of net sales to 40.2% in 1998
from 37.9% in 1997.
INTEREST EXPENSE. Net interest expense decreased to $29,586 in the third quarter
of 1998 from $1.7 million in the third quarter in 1997. The decrease is
primarily a result of a decrease in 1998 of amortization of debt discount and
deferred loan costs, and interest expense associated with the Company's credit
facility which was entered into in July 1997. The Company utilized the proceeds
from the IPO to repay approximately $25 million of debt outstanding, at that
time of the offering, under the Credit Agreement.
INCOME TAX EXPENSE. Income taxes increased to $576,601 in the third quarter of
1998 from zero in the third quarter of 1997 due to the Company generating
taxable income in the quarter ended September 30, 1998 versus a taxable loss
through the third quarter in 1997. The Company had a full valuation allowance
recorded against its net deferred tax asset at September 30, 1997. No valuation
allowance was considered necessary as of September 30, 1998.
-11-
<PAGE> 12
NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1997
NET SALES. Net sales increased 132.1% to $21.6 million for the nine months
ended September 30, 1998 from $9.3 million for the same period in 1997. This
increase is primarily attributable to sales of the additional products acquired
in the Strato, Norfolk, IFM and CVS Acquisitions, which represented $10.2
million of the increase.
GROSS PROFIT. Gross profit increased 138.0% to $13.1 million for the nine
months ended September 30, 1998 from $5.5 million for the same period in 1997.
Gross margin increased to 60.6% for the nine months of 1998 from 59.1% for the
same period in 1997. The gross margin increase is primarily attributable to
increased sales in the first nine months of 1998 of the port product line
acquired in July 1997 in the Strato Acquisition which has a higher margin than
the Company's other port product line and an increase in the first nine months
of 1998 in sales of triple lumen catheters which have a higher margin than the
Company's other catheters. These increases were partially offset by the
acquisition of CVS, a distributor which have lower margins.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased to $8.6 million for the nine months ended
September 30, 1998 from $4.3 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. The increase is also attributable
to $657,000 of consulting expense associated with the signing of the Premier
Agreement and $750,000 of additional depreciation and amortization. Selling,
general and administrative expenses declined as a percentage of net sales to
40.0% in 1998 from 45.8% in 1997 due to substantial revenue growth in 1998.
INTEREST EXPENSE. Net interest expense increased to $2.3 million in the first
nine months of 1998 from $2.0 million in the first nine months of 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 1997 and paid off in April 1998.
INCOME TAX EXPENSE. Income taxes increased to $1.5 million in 1998 from zero in
1997 due to the Company generating taxable income in the nine months ended
September 30, 1998 versus a taxable loss for the same period in 1997. The
Company had a full valuation allowance recorded against its net deferred tax
asset at September 30, 1997. No valuation allowance was considered necessary as
of September 30, 1998.
EXTRAORDINARY ITEMS. Effective January 29, 1998, NationsCredit, the Company's
lender, agreed to the extinguishment of the put feature related to the warrants
issued to NationsCredit in July 1997. As a result of this extinguishment, in
the first quarter of 1998, the Company recorded an extraordinary gain of $1.1
million and the net recorded value of the warrant of approximately $9.9 million
was reclassified to additional paid-in capital.
-12-
<PAGE> 13
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 (used in) operating
activities was $(585,954) and $1,420,316 for the nine months ended September 30,
1998 and 1997, respectively. This fluctuation was due primarily to an increase
in accounts receivable at September 30, 1998. Net cash used in investing
activities was $30,436,937 and $19,564,837 for the nine months ended September
30, 1998 and 1997, respectively. The increase in 1998 was due primarily to cash
paid for the acquisitions. Net cash provided by financing activities was
$28,916,303 and $20,460,086 for the nine months ended September 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 approximately $40 million of proceeds to the Company. Over $29
million of these proceeds was used to repay debt outstanding under the Company's
prior credit facility and obligations incurred as consideration in the
acquisition of Neostar Medical Technologies, Inc.
As discussed in Note 7 to the Notes to the condensed consolidated financial
statements, 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 availability under the Revolving Credit
Agreement, for working capital, capital expenditures and for general corporate
purposes, including the funding of acquisitions.
YEAR 2000 ISSUES
Some computer systems use only two digits to represent the year, they may be
unable to process accurately certain data before, during or after the year
2000. This is commonly known as the Year 2000 ("Y2K") issue. The Y2K issue can
arise at any point in the Company's supply, manufacturing or distribution
network.
The Company is in the process of implementing a Y2K program with the objective
of having all significant systems Y2K compliant. The Company is currently in
the process of implementing new Manufacturing Materials Requirement Planning
("MRP") and Accounting computer systems. Both of these systems are Y2K
compliant. Part of the Y2K program includes identifying and prioritizing
significant vendors and suppliers and attempting, to reasonably ascertain their
stage of Y2K readiness.
Costs: The implementation of the new computer systems described above, were
planned and are considered part of the Company's normal business. The
incremental cost associated with projects to become Y2K compliant are not
expected to be material to the Company's financial position.
Risks: The Company relies on third party vendors and suppliers for raw
materials, utilities, transportation and other key services. Interruption of
vendor or supplier operations could affect Company operations . The Company's
manufacturing and distribution operations rely on computerized systems. Failure
to identify and correct any Y2K sensitive systems could affect Company
operations.
-13-
<PAGE> 14
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 timing of future acquisitions; 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; general
domestic and international economic and business conditions; changes in federal
and state regulations applying to the Company and its operations; competition
in the Company's market; the Company's dependence on key personnel; and other
factors referenced in the Company's Registration Statement on Form S-1. 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.
-14-
<PAGE> 15
HORIZON MEDICAL PRODUCTS, INC.
PART II - OTHER INFORMATION
Item 2. Changes In Securities and Use of Proceeds
(b) In reliance on rule 701 under the securities act on October 9,
1998 the Company granted to certain employees options to acquire
in the aggregate up to 8,500 shares of the Company's common
stock at an exercise price of $1.875 On August 6, 1998 the
Company granted to certain employees options to acquire in the
aggregate up to 5,200 shares of the Company's common stock at an
exercise price of $9.25
Item 5. Other Information
On October 30, 1998, a shareholder suit was filed against the
Company and certain current officers and directors of the Company
and one former officer and director of the Company. The
complaint, which seeks class certification, alleges that the
prospectus and registration statement used by the Company in
connection with the April 1998 initial public offering of the
Company's common stock contained material omissions and
misstatements. Although the Company believes the suit is without
merit, the outcome cannot be predicted at this time. If the
ultimate disposition of this matter is determined adversely to
the Company, it could have an adverse effect on the Company's
results of operations.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Number Description
27.1 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
On October 30, 1998 the Company filed a Current Report on
Form 8-K relating to the consummation of the acquisition of
the outstanding stock of Stepic Corporation.
On October 14, 1998 the Company filed a Current Report on
Form 8-K relating to the consummation of the acquisition of
certain assets used in the manufacture and sale of medical
devices by Ideas for Medicine, Inc., a wholly-owned
subsidiary of CryoLife, Inc.
On October 5, 1998 the Company filed a Current Report on Form
8-K relating to the consummation of the acquisition of
certain assets used in the distribution and sale of medical
devices by Columbia Vital Systems, Inc.
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 the
financial statements and pro forma financial information
required by Item 7 of Form 8-K.
-15-
<PAGE> 16
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)
November 16, 1998 /s/ Mark A. Jewett
- ----------------- --------------------------------------
Mark A. Jewett
Vice President of Finance
(Principal Accounting Officer and
Duly Authorized Officer)
-16-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF HORIZON MEDICAL PRODUCTS FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
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<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<EXCHANGE-RATE> 1
<CASH> 787,336
<SECURITIES> 0
<RECEIVABLES> 7,917,622
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<INVENTORY> 10,886,171
<CURRENT-ASSETS> 20,504,408
<PP&E> 4,629,513
<DEPRECIATION> 700,183
<TOTAL-ASSETS> 65,967,941
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0
0
<COMMON> 13,366
<OTHER-SE> 41,214,733
<TOTAL-LIABILITY-AND-EQUITY> 41,228,099
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<CGS> 8,518,170
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<INTEREST-EXPENSE> 2,270,905
<INCOME-PRETAX> 2,229,764
<INCOME-TAX> 1,466,674
<INCOME-CONTINUING> 763,090
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<EXTRAORDINARY> 1,016,586
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