<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] 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 12, 1999, was 13,366,278.
<PAGE> 2
HORIZON MEDICAL PRODUCTS, INC.
FORM 10-Q/A
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
INDEX
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements................................................................4
Interim Condensed Consolidated Balance Sheets.......................................5
Interim Condensed Consolidated Statements of Operations.............................6 & 7
Interim Condensed Consolidated Statements of Cash Flows.............................8
Notes to Interim Condensed Consolidated Financial Statements........................9
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations...............................................................19
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk..........................25
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings...................................................................26
ITEM 5. Other Information...................................................................26
ITEM 6. Exhibits and Reports on Form 8-K....................................................27
SIGNATURE........................................................................................28
</TABLE>
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<PAGE> 3
AMENDED FILING OF FORM 10-Q FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 1999 AND RESTATEMENT OF FINANCIAL STATEMENTS
FOR THIS PERIOD
On February 28, 2000, Horizon Medical Products, Inc., (the "Company") announced
that it would restate its interim condensed consolidated financial statements
for the three and six months ended June 30, 1999, and the three and nine months
ended September 30, 1999. During the fourth quarter and during the process of
closing the accounting records and reconciling the inventory for the fiscal
year ending December 31, 1999, certain facts became known indicating errors had
been made related to previous periods in the inventory valuation and in the
recognition of cost of goods sold.
This Quarterly Report on Form 10-Q/A amends Item 1, FINANCIAL STATEMENTS, and
Item 2, MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, specifically the paragraphs "Gross Profit" and "Income Tax
Expense," of the Company's Quarterly Report on Form 10-Q previously filed for
the three and nine months ended September 30, 1999. Financial statement
information and related disclosures included in the amended filing reflect,
where appropriate, changes as a result of the restatement. Except as otherwise
noted, information contained in this Quarterly Report on Form 10-Q/A is as
stated as previously filed with the Securities and Exchange Commission on
November 15, 1999. As a result of the restatement, the balance sheet and
statement of operations have been restated as indicated in Note 9 to the Interim
Condensed Consolidated Financial Statements. The restatement had no effect on
total cash used in operations or aggregate cash flows for the periods presented.
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<PAGE> 4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The financial statements listed below are included on the following
pages of this Report on Form 10-Q/A (unaudited):
Interim Condensed Consolidated Balance Sheets at September 30,
1999 (restated) and December 31, 1998 (audited).
Interim Condensed Consolidated Statements of Operations for
the three months and nine months ended September 30, 1999
(restated) and September 30, 1998.
Interim Condensed Consolidated Statements of Cash Flows for
the nine months ended September 30, 1999 (restated) and
September 30, 1998.
Notes to Interim Condensed Consolidated Financial Statements.
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<PAGE> 5
HORIZON MEDICAL PRODUCTS, INC.
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- -------------
(Unaudited &
Restated)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents .............................................. $ 700,856 $ 6,232,215
Accounts receivable - trade, net ....................................... 18,079,483 16,925,487
Inventories ............................................................ 21,737,956 19,358,423
Prepaid expenses and other current assets .............................. 1,050,053 1,636,779
Income tax receivable .................................................. 419,053 --
Deferred taxes ......................................................... 582,346 582,346
------------- -------------
Total current assets ................................................ 42,569,747 44,735,250
Property and equipment, net ................................................ 3,779,663 4,043,200
Intangible assets, net ..................................................... 55,484,531 55,494,414
Deferred taxes ............................................................. 116,970 116,970
Other assets ............................................................... 209,838 247,279
------------- -------------
Total assets ........................................................ $ 102,160,749 $ 104,637,113
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade ............................................... $ 5,602,543 $ 9,775,420
Accrued salaries and commissions ....................................... 256,619 257,341
Accrued royalties ...................................................... 153,816 127,375
Accrued interest ....................................................... 435,237 318,476
Accrued acquisition liabilities ........................................ 200,370 165,058
Other accrued expenses ................................................. 733,397 1,248,158
Income taxes payable ................................................... -- 1,343,473
Current portion of long-term debt ...................................... 4,337,417 2,733,138
------------- -------------
Total current liabilities ........................................... 11,719,399 15,968,439
Long-term debt, net of current portion ..................................... 46,941,215 47,073,716
Other liabilities .......................................................... 163,532 164,152
------------- -------------
Total liabilities ................................................... 58,824,146 63,206,307
------------- -------------
SHAREHOLDERS' EQUITY:
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 shares issued and outstanding in 1999 and 1998 ........... 13,366 13,366
Additional paid-in capital ............................................. 51,826,125 51,826,125
Shareholders' notes receivable ......................................... (445,768) (425,553)
Accumulated deficit .................................................... (8,057,120) (9,983,132)
------------- -------------
Total shareholders' equity .......................................... 43,336,603 41,430,806
------------- -------------
Total liabilities and shareholders' equity .......................... $ 102,160,749 $ 104,637,113
============= =============
</TABLE>
The accompanying notes are an integral part of these interim condensed
consolidated financial statements.
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<PAGE> 6
HORIZON MEDICAL PRODUCTS, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
September 30,
1999 1998
------------ ------------
(Unaudited & (Unaudited)
Restated)
<S> <C> <C>
Net sales .............................................. $ 18,841,653 $ 8,063,774
Cost of goods sold ..................................... 11,937,372 3,484,947
------------ ------------
Gross profit ........................................... 6,904,281 4,578,827
Selling, general and administrative expenses ........... 5,400,567 3,243,535
------------ ------------
Operating income ....................................... 1,503,714 1,335,292
------------ ------------
Other income (expense):
Interest expense ................................... (1,057,490) (29,586)
Other income ....................................... 16,354 10,762
------------ ------------
(1,041,136) (18,824)
------------ ------------
Income before income taxes ......................... 462,578 1,316,468
Income tax expense ..................................... (218,249) (576,601)
------------ ------------
Net income ............................................. $ 244,329 $ 739,867
============ ============
Net income per share - basic and diluted ............... $ 0.02 $ 0.06
============ ============
Weighted average common shares outstanding - basic ..... 13,366,278 13,366,278
============ ============
Weighted average common shares outstanding - diluted ... 13,369,006 13,366,278
============ ============
</TABLE>
The accompanying notes are an integral part of these interim condensed
consolidated financial statements.
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<PAGE> 7
HORIZON MEDICAL PRODUCTS, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1999 1998
------------ ------------
(Unaudited & (Unaudited)
Restated)
<S> <C> <C>
Net sales ......................................................... $ 57,161,170 $ 21,631,333
Cost of goods sold ................................................ 35,720,795 8,518,170
------------ ------------
Gross profit ...................................................... 21,440,375 13,113,163
Selling, general and administrative expenses ...................... 15,092,979 8,645,532
------------ ------------
Operating income .................................................. 6,347,396 4,467,631
------------ ------------
Other income (expense):
Interest expense .............................................. (3,013,562) (2,270,905)
Other income .................................................. 70,573 33,038
------------ ------------
(2,942,989) (2,237,867)
------------ ------------
Income before income taxes and extraordinary items ............ 3,404,407 2,229,764
Income tax expense ................................................ (1,478,395) (1,466,674)
------------ ------------
Income before extraordinary items ............................. 1,926,012 763,090
Extraordinary gain on early extinguishment of put feature ......... -- 1,100,000
Extraordinary loss on early extinguishments of debt, net of income
tax benefit of $53,330 ........................................ -- (83,414)
------------ ------------
Net income ........................................................ $ 1,926,012 $ 1,779,676
============ ============
Net income per share before extraordinary items - basic and diluted $ 0.14 $ 0.06
============ ============
Net income per share - basic and diluted .......................... $ 0.14 $ 0.15
============ ============
Weighted average common shares outstanding - basic ................ 13,366,278 11,789,682
============ ============
Weighted average common shares outstanding - diluted .............. 13,369,606 12,089,893
============ ============
</TABLE>
The accompanying notes are an integral part of these interim condensed
consolidated financial statements.
-7-
<PAGE> 8
HORIZON MEDICAL PRODUCTS, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1999 1998
------------ ------------
(Unaudited & (Unaudited)
Restated)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .................................................................. $ 1,926,012 $ 1,779,676
------------ ------------
Adjustments to reconcile net income to net cash used in operating activities:
Extraordinary gain on early extinguishment of put feature ........ -- (1,100,000)
Depreciation ..................................................... 569,120 306,047
Amortization ..................................................... 2,160,962 1,140,429
Amortization of discount ......................................... -- 1,985,559
Non-cash officer compensation .................................... -- 91,250
Non-cash consulting expense ...................................... -- 657,256
(Increase) decrease in operating assets:
Accounts receivable ......................................... (1,153,996) (4,197,591)
Inventories ................................................. (2,418,914) (2,017,845)
Prepaid expenses and other assets ........................... 739,355 (173,535)
Income tax receivable ....................................... (419,053) --
Increase (decrease) in operating liabilities:
Accounts payable - trade .................................... (4,172,877) 867,712
Income taxes payable ........................................ (1,343,473) 826,315
Accrued expenses and other liabilities ...................... (608,512) (751,227)
------------ ------------
Net cash used in operating activities ............................ (4,721,376) (585,954)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ........................................................ (331,628) (1,377,869)
Cash paid for acquisitions .................................................. -- (28,412,561)
Change in non-operating assets .............................................. (56,893) (646,507)
------------ ------------
Net cash used in investing activities ............................ (388,521) (30,436,937)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt issue costs ............................................................ (69,353) (283,582)
Principal payments on long-term debt ........................................ (331,894) (29,749,788)
Proceeds from issuance of long-term debt .................................... -- 19,000,000
Proceeds from initial public offering, net of offering costs ................ -- 39,949,590
Proceeds from the exercise of stock warrants ................................ -- 83
Notes receivable - shareholders ............................................. (20,215) --
------------ ------------
Net cash (used in) provided by financing activities .................. (421,462) 28,916,303
------------ ------------
Net decrease in cash and cash equivalents ............................ (5,531,359) (2,106,588)
Cash and cash equivalents, beginning of period .............................. 6,232,215 2,893,924
------------ ------------
Cash and cash equivalents, end of period .................................... $ 700,856 $ 787,336
============ ============
</TABLE>
The accompanying notes are an integral part of these interim condensed
consolidated financial statements.
-8-
<PAGE> 9
HORIZON MEDICAL PRODUCTS, INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The interim condensed consolidated balance sheet of Horizon Medical
Products, Inc. (the "Company") at December 31, 1998 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 interim condensed consolidated
financial statements at September 30, 1999, and for the three months and
nine months ended September 30, 1999 and 1998 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 Form 10-K for the year
ended December 31, 1998, including, without limitation, the summary of
accounting policies and notes and consolidated financial statements
included therein.
RECENTLY ISSUED ACCOUNTING STANDARDS - In June 1997, the Financial
Accounting Standards Board (the "FASB") issued Statement of Financial
Accounting Standards ("SFAS") No. 130, Reporting Comprehensive Income,
which requires the reporting and display of comprehensive income and its
components in an entity's financial statements. The Company adopted SFAS
No. 130 in 1998, and for the three months and nine months ended September
30, 1999 and 1998, there were no differences between net income and
comprehensive income.
In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133 requires all derivatives
to be measured at fair value and recognized as either assets or
liabilities on the balance sheet. Changes in such fair value are required
to be recognized immediately in net income (loss) to the extent the
derivatives are not effective as hedges. SFAS No. 133, as amended by SFAS
No. 137, Deferral of the Effective Date of FAS 133, is effective for
fiscal years beginning after June 15, 2000 and is effective for interim
periods in the initial year of adoption. The Company does not expect the
adoption of SFAS No. 133 to have a material impact.
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<PAGE> 10
2. INVENTORIES
A summary of inventories is as follows:
<TABLE>
<CAPTION>
September 30, December 31,
1999 (Restated) 1998
--------------- ------------
<S> <C> <C>
Raw materials ......... $ 7,717,977 $ 5,336,210
Work in process ....... 2,863,379 1,984,133
Finished goods ........ 12,084,069 12,797,898
------------ ------------
22,665,425 20,118,241
Less inventory reserves (927,469) (759,818)
------------ ------------
$ 21,737,956 $ 19,358,423
============ ============
</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 $39,949,590
through September 30, 1998. Subsequent to September 30, 1998, the Company
recognized additional offering costs of $38,878, which reduced the
Company's total net proceeds from the Offering to $39,910,712.
4. EARNINGS PER SHARE
A summary of the calculation of basic and diluted earnings per share
("EPS") is as follows:
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, 1999 (Restated) September 30, 1999 (Restated)
------------------------------------ ---------------------------------------
Income Shares Per-share Income Shares Per-share
Numerator Denominator Amount Numerator Denominator Amount
--------- ----------- -------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS ....................... $244,329 13,366,278 $ 0.02 $1,926,012 13,366,278 $ .14
======== =========
Effect of Dilutive Securities ... -- 2,728 -- 3,328
-------- ---------- ---------- ----------
Diluted EPS ..................... $244,329 13,369,006 $ 0.02 $1,926,012 13,369,606 $ .14
======== ========== ======== ========== ========== =========
</TABLE>
<TABLE>
<CAPTION>
For the Three Months 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 $ 0.06 $1,779,676 11,789,682 $ .15
======== ===========
Effect of Dilutive Securities ... -- -- -- 300,211
-------- ---------- ---------- ----------
Diluted EPS ..................... $739,867 13,366,278 $ 0.06 $1,779,676 12,089,893 $ .15
======== ========== ======== ========== ========== ===========
</TABLE>
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<PAGE> 11
The number of stock options assumed to have been bought back by the
Company for computational purposes has been calculated by dividing gross
proceeds from all weighted average stock options outstanding during the
period, as if exercised, by the average common share market price during
the period. The average common share market price used in the above
calculation was $4.34 for the three months ended September 30, 1999 and
$5.58 for the nine months ended September 30, 1999.
Stock options to purchase shares of common stock at prices greater than
the average market price of the common shares during that period are
considered antidilutive. There were 297,481 options outstanding for the
three months ended September 30, 1999 and 263,350 options outstanding for
the nine months ended September 30, 1999 that expire in 2008 and 2009,
with exercise prices ranging from $5.75 to $15.50, that were not
included in the computation of diluted EPS because the exercise price of
the options was greater than the average market price of the common
shares for the three and nine months ended September 30, 1999.
The EPS impact of the extraordinary items for the nine months ended
September 30, 1998 was $.09.
5. ACQUISITIONS
On May 19, 1998, the Company completed the purchase of certain assets
used in the manufacture and sale of the port product line of Ideas for
Medicine, Inc. (the "IFM Port Line"), a wholly-owned subsidiary of
CryoLife, Inc. for approximately $100,000 in cash and a note payable in
the amount of $482,110 (which is supported by a standby letter of credit
that is due in November 1999). The acquisition has been accounted for
under the purchase method of accounting and, accordingly, the purchase
price has been allocated to the net assets of IFM based on their
estimated fair values at the date of acquisition. Operating results of
IFM since May 19, 1998 are included in the Company's interim condensed
consolidated financial statements.
On June 2, 1998, the Company completed the purchase of certain assets
used in the human vascular access business of Norfolk Medical Products,
Inc. ("Norfolk") for $7,440,000 in cash and $1,860,000 in cash placed in
escrow, which was released upon the successful transition by the seller
of the acquired manufacturing line to Manchester, Georgia. The full
amount of the escrowed cash was released prior to September 30, 1999. 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 interim condensed consolidated financial statements.
Effective September 1, 1998, the Company completed the purchase of the
net assets of Columbia Vital Systems, Inc. ("CVS") for $4 million in cash
and a note payable of $225,000 due in September 2000. In addition, the
purchase agreement provides for an increase in the purchase
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<PAGE> 12
price of up to $4 million if CVS meets certain criteria over a two-year
period. Any additional payments will be accounted for as additional
costs of acquired assets and amortized over the remaining life of the
assets. Those criteria have not been met during the first year and,
therefore, no additional purchase price has been recorded by the
Company. The acquisition has been accounted for under the purchase
method of accounting and, accordingly, the purchase price has been
allocated to the net assets of CVS based upon their estimated fair
values at the date of acquisition. Operating results of CVS since
September 1, 1998 are included in the Company's interim condensed
consolidated financial statements.
On September 30, 1998, the Company completed the purchase of the net
assets (other than ports) of Ideas for Medicine, Inc. ("IFM"), a wholly
owned subsidiary of CryoLife, Inc., for $15 million in cash. Through this
acquisition and the acquisition of the IFM Port Line, the Company has
purchased substantially all of the operations of IFM. The acquisition has
been accounted for under the purchase method of accounting and,
accordingly, the purchase price has been allocated to the net assets of
IFM based on their estimated fair values at the date of acquisition.
Operating results of IFM since September 30, 1998 are included in the
Company's interim condensed consolidated financial statements.
Effective October 15, 1998, the Company completed the purchase of the
outstanding stock of Stepic Corporation ("Stepic") for $8 million in cash
and a note payable for $7.2 million over a three year period (which is
supported by standby letters of credit). In addition, the Company agreed
to pay the shareholders of Stepic up to an additional $4.8 million upon
the successful achievement of certain specified future earnings targets
by Stepic. Any additional payments will be accounted for as additional
costs of acquired assets and amortized over the remaining life of the
assets. During the nine months ended September 30, 1999, the Company
recorded additional purchase price of $1.6 million, representing the
Company's estimated contingent payment for the first anniversary year
ending October 31, 1999 (see Note 7). The acquisition has been accounted
for under the purchase method of accounting and, accordingly, the
purchase price has been allocated to the net assets of Stepic based upon
their estimated fair values at the date of acquisition.
The following unaudited pro forma summary for the nine months ended
September 30, 1998 combines the results of the Company with the
acquisition of the Port Business of Norfolk and the acquisition of the
net assets of CVS, IFM and Stepic, as if the acquisitions 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 1998, or of results, which may occur in the
future.
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<PAGE> 13
<TABLE>
<CAPTION>
Nine Months Ended
September 30, 1998
------------------
<S> <C>
Sales............................................................................ $64,985,000
Net income ...................................................................... $ 1,430,000
Net income per share - basic and diluted......................................... $ .12
</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 $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 net loss on these early extinguishments of
debt in the second quarter of 1998.
7. COMMITMENTS AND CONTINGENCIES
The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business. In the opinion of management, the amount
of ultimate liability with respect to these actions will not materially
affect the consolidated financial position, results of operations, or
cash flows of the Company.
On October 20, 1999, the United States District Court for the Northern
District of Georgia (Atlanta Division) dismissed the consolidated
shareholder class action lawsuits that were pending against the Company,
Marshall B. Hunt, William E. Peterson, Jr., Roy C. Mallady, Charles E.
Adair, Mark A. Jewett, and Cordova Capital Partners LP - Enhanced
Appreciation, one of the Company's institutional investors. The lawsuits,
filed on October 30, 1998 and December 7, 1998, and consolidated in an
amended complaint on March 8, 1999, sought class certification and
rescissory and/or compensatory damages as well as expenses of litigation.
The complaint alleged 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. In dismissing the suits, the Court held that the
plaintiffs failed to state an actionable claim of material
misrepresentation under the federal securities laws because the
prospectus contained ample and meaningful cautionary language
specifically directed to the substance of the plaintiffs' alleged
misstatements. The plaintiffs have thirty days from the date of the
dismissal in which to file a notice of appeal, and the outcome of the
matter cannot be
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<PAGE> 14
predicted at this time. If the ultimate disposition of this matter is
determined adversely to the Company, it could have a material adverse
effect on the Company's business, financial condition and results of
operations.
The Company is subject to numerous federal, state and local environmental
laws and regulations. Management believes that the Company is in material
compliance with such laws and regulations and that potential
environmental liabilities, if any, are not material to the interim
condensed consolidated financial statements.
The Company is continuing negotiations with its lender and others for
either an increase in its credit facility or a replacement facility. The
Company has violated certain financial covenants of its current credit
facility as of September 30, 1999, but has obtained an appropriate waiver
of these covenant violations. This waiver is expressly conditioned on the
Company's engaging an investment banking institution within thirty (30)
days to raise junior capital in an amount of at least $10,000,000, and
the Company and each party to the credit facility agreeing in the waiver
that from the date of the waiver, no lender shall have any further
obligation to make Loans pursuant to the terms and conditions of the
Credit Agreement, except as agreed by such lender in its good faith
discretion. Should the Company not be successful in modifying its current
credit facility, it may again violate certain financial covenants of the
credit facility at the end of the fourth quarter 1999. Should this
violation occur and not be waived by the lender or should a modification
of the covenants not be obtained from the lender, there could be a
material adverse effect on the Company's business, consolidated financial
condition and results of operations.
On September 30, 1998, the Company acquired certain assets used in the
manufacture and sale of medical devices by Ideas for Medicine, Inc.
("IFM"), a wholly-owned subsidiary of CryoLife, Inc. (the "Acquisition").
The Acquisition was consummated pursuant to an Asset Purchase Agreement,
dated as of September 30, 1998, by and between the Company and IFM. In
connection with the Acquisition, the Company and IFM entered into a
manufacturing agreement (the "Manufacturing Agreement"), dated as of
September 30, 1998, pursuant to which, for a four year term, IFM agreed
to manufacture exclusively for the Company and the Company agreed to
purchase from IFM a specified minimum amount of products (the
"Products"). The Manufacturing Agreement requires that the Company make
annual purchases of Products of at least $6,000,000.
On June 22, 1999, IFM notified the Company that the Company was in breach
of the Manufacturing Agreement. IFM notified the Company that the Company
was in violation of the payment provision contained in the Manufacturing
Agreement, which calls for the Company to pay amounts due to IFM within
45 days of the date of each invoice. The total accounts payable due to
IFM under the Manufacturing Agreement at September 30, 1999 was
approximately $1.8 million. Additionally, IFM notified the Company that
the Company was in violation of the Manufacturing Agreement due to the
nonpayment of interest related to such past due accounts payable. In
addition, IFM notified the Company that the Company was in breach for
failing to
-14-
<PAGE> 15
provide a production schedule at the end of the first six months of the
term of the Manufacturing Agreement and on a monthly basis thereafter.
Finally, IFM notified the Company that the Company was in breach for the
failure to provide packaging and labeling.
The Company is in default under the Manufacturing Agreement. As a result,
IFM may terminate the Manufacturing Agreement and may be entitled to
receive an amount equal to (i) the direct costs incurred by IFM for all
purchase orders committed for raw materials and components, (ii) the
direct and indirect costs incurred by IFM for six months after such
termination for labor utilized in the manufacture of the Products, and
(iii) the fixed facility costs incurred by IFM in connection with the
manufacture of the Products for the remainder of the term of the
Manufacturing Agreement.
The Company has continued to indicate to IFM that it will not be able to
meet the minimum purchase requirements outlined in the Manufacturing
Agreement, and the Company and IFM are currently in negotiations to
revise the Manufacturing Agreement. The parties are currently operating
under a verbal modification to the Manufacturing Agreement. Should the
Company be unable to revise the Manufacturing Agreement to include
acceptable terms or fail to continue to operate under the verbal
modification to the Manufacturing Agreement, then any liabilities
incurred as a result of the default could have a material adverse effect
on the Company's consolidated financial position and disrupt the
Company's ability to obtain and sell the Products.
Also in connection with the acquisition of IFM, the Company assumed
certain license agreements (the "IFM Licensors") for the right to
manufacture and sell cholangiogram catheters, surgical retractors,
embolectomy catheters, aortic occlusion catheters, suture needles and
other medical instruments covered by the IFM Licensors' patents or
derived from the IFM Licensors' confidential information. Payments under
these agreements vary, depending on the individual products produced, and
range from 1% to 5% of the Company's net sales of such licensed products.
Such payments shall continue until the expiration of a fixed 20-year term
or the expiration date of each corresponding licensed patent covering
each product under the agreements.
The Company is party to license agreements with an individual (the
"Licensor") for the right to manufacture and sell dual lumen fistula
needles, dual lumen over-the-needle catheters, dual lumen chronic and
acute catheters, and other products covered by the Licensor's patents or
derived from the Licensor's confidential information. Payments under the
agreement vary, depending upon the purchaser, and range from 9% to 15% of
the Company's net sales of such licensed products. Such payments shall
continue until the expiration date of each corresponding licensed patent
covering each product under the agreements.
On December 11, 1998, the Company entered into a long-term distribution
agreement ("the Distribution Agreement") with a medical devices
manufacturer. The Distribution Agreement provides for the manufacturer to
supply and the Company to purchase certain minimum levels of vascular
grafts for an initial term of three years. The Distribution Agreement may
be automatically extended up to two additional years upon the achievement
of annual minimum purchase targets as defined in the Distribution
Agreement. The Agreement requires the
-15-
<PAGE> 16
Company to purchase a minimum of 4,500 units, 6,300 units and 8,800
units in the first 3 years, respectively, following December 11, 1998.
The agreement is cancelable at the option of the manufacturer if the
Company fails to meet the quotas required under the Distribution
Agreement.
In connection with the Company's October 15, 1998 purchase of Stepic
Corporation ("Stepic"), the Company agreed to pay the shareholders of
Stepic up to an additional $4.8 million upon the successful achievement
of certain specified future earnings targets by Stepic. Any additional
purchase payments made under the purchase agreement will be accounted for
as additional costs of acquired assets and amortized over the remaining
life of the assets. During the nine months ended September 30, 1999, the
Company recorded additional purchase price and a liability of $1.6
million, representing the Company's estimated contingent payment for the
first anniversary year ending October 31, 1999. Should Stepic's earnings
exceed the target amount of $3.9 million for the first anniversary year,
the liability will be increased by that amount. The contingent payment is
due December 15, 1999 and will be paid from general company funds or
funds obtained from the Company's lenders through an increase in or
replacement of its current credit facility, a result of continuing
negotiations with the lenders. Should the Company not obtain an increase
in or replacement of its current credit facility, the Company may not
have sufficient funds to meet its obligations and, therefore, will be
required to negotiate new payment terms with the shareholders of Stepic.
Should these negotiations not be successful and should the Company be
required to pay the additional purchase payment when due, there could be
a material adverse effect on the Company's business, consolidated
financial condition and results of operations.
8. SEGMENT INFORMATION
Since the acquisitions of Columbia Vital Systems, Inc. ("CVS") and Stepic
in 1998, the Company operates two reportable segments - (1) Manufacturing
and (2) Distribution. The manufacturing segment includes products
manufactured by the Company as well as products manufactured by third
parties on behalf of the Company through manufacturing and supply
agreements. Prior to the CVS and Stepic acquisitions, the Company
operated as one segment, manufacturing. Thus, segment information as of
and for the three and nine months ended September 30, 1998 are not be
included in the tables below.
The Company evaluates the performance of its segments based on gross
profit; therefore, selling, general, and administrative costs, as well as
research and development, interest income/expense, and provision for
income taxes, are reported on an entity wide basis only.
The table below presents information about the reported sales (which
include intersegment revenues), gross profit (which include intersegment
gross profit) and identifiable assets of the Company's segments as of and
for the three and nine months ended September 30, 1999.
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<PAGE> 17
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended As of
September 30, 1999 (Restated) September 30, 1999 (Restated) September 30, 1999 (Restated)
-------------------------------- --------------------------------- ----------------------------
Identifiable
Sales Gross Profit Sales Gross Profit Assets
----------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Manufacturing $ 8,522,132 $ 4,515,879 $25,072,765 $ 14,097,803 $ 65,806,713
Distribution 11,168,995 2,424,994 34,355,229 7,465,858 36,341,307
----------- ----------- ----------- ------------ ------------
$19,691,127 $ 6,940,873 $59,427,994 $ 21,563,661 $102,148,020
=========== =========== =========== ============ ============
</TABLE>
A reconciliation of total segment sales to total consolidated sales and
of total segment gross profit to total consolidated gross profit of the
Company for the three and nine months ended September 30, 1999 is as
follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, 1999 September 30, 1999
------------------ ------------------
<S> <C> <C>
Total segment sales ................. $ 19,691,127 $ 59,427,994
Elimination of intersegment sales ... (849,474) (2,266,824)
------------ ------------
Consolidated sales .................. $ 18,841,653 $ 57,161,170
============ ============
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, 1999 (Restated) September 30, 1999 (Restated)
----------------------------- ----------------------------
<S> <C> <C>
Total segment gross profit ................. $ 6,940,873 $ 21,563,661
Elimination of intersegment gross profit ... (36,592) (123,286)
------------ ------------
Consolidated gross profit .................. $ 6,904,281 $ 21,440,375
============ ============
</TABLE>
A reconciliation of total segment assets to total consolidated assets of
the Company as of September 30, 1999 (restated) is as follows:
<TABLE>
<S> <C>
Total segment assets ............................................... $ 102,148,020
Elimination of intersegment receivables............................. (686,587)
Assets not allocated to segments ................................... 699,316
-------------
Consolidated assets ................................................ $ 102,160,749
=============
</TABLE>
The Company's operations are located in the United States. Thus,
substantially all of the Company's assets are located domestically. Sales
information, by geographic area, for the three and nine months ended
September 30, 1999 and 1998, are as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
United States... $17,950,605 $ 7,382,572 $54,006,069 $19,120,197
Foreign ........ 891,048 681,202 3,155,101 2,511,136
----------- ----------- ----------- -----------
$18,841,653 $ 8,063,774 $57,161,170 $21,631,333
=========== =========== =========== ===========
</TABLE>
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<PAGE> 18
9. RESTATEMENT OF PREVIOUSLY REPORTED QUARTERLY INFORMATION
The Company hereby amends its quarterly report on Form 10-Q for the
quarter ended September 30, 1999 as filed with the Securities and
Exchange Commission on November 15, 1999, to reflect an adjustment made
to previously reported inventory and cost of goods sold. The restatement
is necessary due to inventory valuation errors discovered in the fourth
quarter relating to previous periods.
The adjustment results in the following changes to the Company's Interim
Condensed Consolidated Balance Sheet and Statement of Operations as of
and for the three and nine months ended September 30, 1999. The amounts
in the table below are in thousands, except per share amounts:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, 1999 September 30, 1999
------------------------------ -----------------------------
As Originally As Originally
Reported As Restated Reported As Restated
------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Balance Sheet:
Inventories $22,438 $21,738 $22,438 $21,738
Income Tax Receivable $ 100 $ 419 $ 100 $ 419
Shareholders' Equity $43,717 $43,337 $43,717 $43,337
Statement of Operations:
Cost of Goods Sold $11,489 $11,937 $35,018 $35,721
Income Tax Expense $ 430 $ 218 $ 1,798 $ 1,478
Net Income $ 481 $ 244 $ 2,306 $ 1,926
Net Income Per Share (basic
and diluted) $ .04 $ .02 $ .17 $ .14
</TABLE>
-18-
<PAGE> 19
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
Three Months Ended September 30, 1999 Compared to Three Months Ended September
30, 1998
Net Sales. Net sales increased 133.7% to $18.8 million for the third
quarter of 1999 from $8.1 million for the third quarter of 1998. This increase
is primarily attributable to incremental sales resulting from the 1998
acquisitions of IFM, CVS and Stepic, which represented approximately $11.6
million of total sales for the quarter. The distribution segment was formed as a
result of the September 1, 1998 and October 15, 1998 acquisitions of CVS and
Stepic, respectively. The allocation of 1999 net sales on a segment basis
resulted in net sales of $8.5 million from the manufacturing segment and $11.2
million from the distribution segment, before intersegment eliminations. There
were no significant distribution segment sales for the third quarter of 1998.
Gross Profit. Gross profit increased 50.8% to $6.9 million for the
third quarter of 1999 from $4.6 million for the third quarter of 1998. Gross
margin decreased to 36.6% in the third quarter of 1999 from 56.8% in the third
quarter of 1998. The decrease in gross margin is the result of the distribution
segment gross margin of 21.7%, a significantly lower margin than the
manufacturing segment margin of 53.0% for the three months ended September 30,
1999. The allocation of gross profit between segments is gross profit of $4.5
million from the manufacturing segment and $2.4 million from the distribution
segment.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses (SG&A) increased $2.2 million or 66.5% to approximately
$5.4 million for the third quarter of 1999 compared with $3.2 million for the
third quarter of 1998. This increase is substantially attributable to expenses
incurred in operating the businesses acquired in 1998. SG&A expenses decreased
as a percentage of net sales to 28.7% for the third quarter of 1999 from 40.2%
for the third quarter of 1998. This decrease is due to the large revenue growth
in the third quarter of 1999, a result of the 1998 acquisitions of CVS, IFM and
Stepic.
Interest Expense. Net interest expense increased to approximately $1.1
million in the third quarter of 1999 compared to approximately $29,000 in the
third quarter of 1998. The increase in 1999 is due to higher debt outstanding
during the third quarter of 1999 compared to the third quarter of 1998. This
increase in debt is primarily a result of the 1998 acquisitions.
Income Tax Expense. Income tax expense decreased to approximately
$218,000 for the third quarter of 1999 from approximately $577,000 for the third
quarter of 1998. The slight decrease in 1999 was the result of lower taxable
income in the third quarter of 1999 compared to the third quarter of 1998 and
offset by a higher effective income tax rate in third quarter 1999 compared to
the third quarter 1998.
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<PAGE> 20
Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30,
1998
Net Sales. Net sales increased 164.3% to $57.2 million for the nine
months ended September 30, 1999, from $21.6 million for the same period in 1998.
This increase is attributable to the additional revenue resulting from the 1998
acquisitions of IFM, CVS and Stepic, which represented an increase of
approximately $39.1 million. The distribution segment was formed as a result of
the September 1, 1998 and October 15, 1998 acquisitions of CVS and Stepic,
respectively. The allocation of 1999 net sales on a segment basis resulted in
net sales of $25.1 million from the manufacturing segment and $34.4 million from
the distribution segment, before intersegment eliminations. There were no
significant distribution segment sales for the nine months ended September 30,
1998.
Gross Profit. Gross profit increased 63.5% to $21.4 million for the
nine months ended September 30, 1999 from $13.1 million for the same period of
1998. Gross margin decreased to 37.5% in 1999 from 60.6% for the same period in
1998. The decrease in gross margin is the result of the distribution segment
gross margin of 21.7%, a significantly lower margin than the manufacturing
segment margin of 56.2% for the nine months ended September 30, 1999. The
allocation of gross profit between segments is gross profit of $14.1 million
from the manufacturing segment and $7.5 million from the distribution segment.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses (SG&A) increased $6.4 million to $15.1 million for the
nine months ended September 30, 1999 compared to $8.7 million for the same
period in 1998. The majority of the increase is due to the additional expenses
incurred in operating the businesses acquired in 1998. SG&A expenses decreased
as a percentage of net sales to 26.4% for the nine months ended September 30,
1999 from 40.0% for the same period in 1998. The decrease is due to the
substantial revenue growth from period to period.
Interest Expense. Net interest expense increased approximately $743,000
to $3.0 million for the nine months ended September 30, 1999 compared to $2.3
million for the nine months ended September 30, 1998. The higher interest
expense in 1999 is attributable to higher debt outstanding for the nine months
ended September 30, 1999.
Income Tax Expense. Income taxes increased approximately $12,000 to
approximately $1.5 million for the nine months ended September 30, 1999 from
approximately $1.5 million for the same period in 1998. This slight increase is
attributable to the Company generating higher taxable income in 1999 as compared
to 1998.
Extraordinary Items. During 1998, the Company incurred extraordinary net
losses of approximately $83,000, net of applicable income tax benefit of
approximately $53,300, associated with the early extinguishment of certain debt,
which the Company repaid using proceeds from the IPO. In addition, the Company
recorded an extraordinary gain of $1.1 million in 1998 due to the rescission of
a put feature associated with the NationsCredit Warrant that was issued in 1997.
These transactions are more fully described in Notes 6, 9 and 13 of the
Company's Form 10-K for the year ended December 31, 1998.
-20-
<PAGE> 21
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $4,721,376 for the nine months ended
September 30, 1999 compared with $585,954 for the nine months ended September
30, 1998. The increase in cash used in operations during 1999 was primarily
attributable to the reduction of accounts payable and income taxes payable.
Net cash used in investing activities was $388,521 in 1999 compared to
$30,436,937 in 1998. Substantially all of the investing activities in 1999 were
for capital expenditures for the Company's facilities. The investing activities
in 1998 primarily consisted of cash paid for the acquisitions of Norfolk, CVS
and IFM of $28.4 million and for capital expenditures for the Company's
facilities of approximately $1.4 million.
Net cash provided by (used in) financing activities was ($421,462) in 1999
compared to $28,916,303 in 1998. Financing activities in 1999 consisted
primarily of principal payments on outstanding debt. The primary source of cash
in financing activities in 1998 was the Company's initial public offering of its
common stock, which generated approximately $40 million of net proceeds to the
Company as well as proceeds of $19 million from the issuance of long-term debt
for payment of the 1998 acquisitions of CVS and IFM. Approximately $28 million
of the IPO proceeds was used to repay debt in 1998.
As discussed more fully in Note 6 of the Company's consolidated financial
statements included in the Company's Form 10-K for the year ended December 31,
1998, in May 1998, the Company entered into a $50 million amended and restated
credit facility with NationsCredit to be used for working capital purposes and
to fund future acquisitions. The Company is negotiating with its lenders and
others for either an increase in its credit facility or a replacement facility
which, together with its cash flows from operations, the Company believes will
be sufficient to satisfy its future working capital and capital expenditure
requirements. Should an increase in its credit facility or a replacement
facility not be obtained, the Company may have difficulty in meeting the IFM and
Stepic obligations as discussed in further detail in Note 7 of the Company's
interim condensed consolidated financial statements contained elsewhere in this
Form 10-Q/A. The Company violated certain financial covenants of its current
credit facility as of September 30, 1999, but has obtained an appropriate waiver
of these covenants. This waiver is expressly conditioned on the Company's
engaging an investment banking institution within thirty (30) days to raise
junior capital in an amount of at least $10,000,000, and the Company and each
party to the credit facility agreeing in the waiver that from the date of the
waiver, no lender shall have any further obligation to make Loans pursuant to
the terms and conditions of the Credit Agreement, except as agreed by such
lender in its good faith discretion. Should the Company not be successful in
modifying its current credit facility, it may again violate certain financial
covenants of the credit facility at the end of the fourth quarter 1999. Should
this violation occur and waivers not be obtained or should a modification of the
covenants not be obtained from the lender, there could be a material adverse
effect on the Company's business, consolidated financial condition and results
of operations.
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<PAGE> 22
The Company is continuing negotiations to resolve the violations of its
Manufacturing Agreement with IFM dated September 30, 1998. The Company was
notified on June 22, 1999 by IFM that it was in breach of the Manufacturing
Agreement for certain violations as discussed in further detail in Note 7 of the
Company's interim condensed consolidated financial statements contained
elsewhere in this Form 10-Q/A.
The Company and IFM are currently operating under a verbal modification to the
Manufacturing Agreement. Should the Company be unable to revise the
Manufacturing Agreement to include acceptable terms or fail to continue to
operate under the verbal modification to the Manufacturing Agreement, then any
liabilities incurred as a result of the default could have a material adverse
effect on the Company's business, consolidated financial condition and results
of operations.
YEAR 2000 READINESS DISCLOSURE
Some computer systems use only two digits to represent the year and 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. Based on the Company's
review of its business and operating systems, the Company does not expect to
incur material cost with respect to assessing and remediating Y2K 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.
The Company's definition of Y2K compliance means that all aspects of the
business processes have been evaluated for potential Y2K problems that effect
manufacturing, tracking, distribution, performance, functionality and
effectiveness of its products. These include: products manufactured, internal
financial and manufacturing information systems, internal equipment used in the
manufacturing process of its products, suppliers of products, and suppliers of
raw materials and services to the Company.
The Company does not manufacture any products that use any type of software or
microprocessors. None of the Company's manufactured products, once manufactured,
are affected by the Y2K date problem.
The Company has identified and is in the process of correcting Y2K problems
within its internal information systems. This includes a change in server
operating systems, new financial system software and all related hardware. These
changes are currently scheduled to be completed, operational, and compliant by
November 30, 1999.
The implementation of the new computer systems described above was planned and
is considered part of the Company's normal business. The Company does not track
its internal costs incurred related to Y2K; these costs however, to date,
consist primarily of the related payroll costs of its information systems group
and certain other employees and are not material.
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<PAGE> 23
The Company's primary computer system utilized in its New York distribution
business is currently in the final modification phase. This final modification
phase, originally scheduled for completion by June 30, 1999 should be completed
by November 30, 1999. The Company has also surveyed its embedded telephone and
voice mail systems at its Atlanta and Manchester offices and determined that
they are substantially Y2K compliant.
The Company's Medical Device Reporting software has been upgraded to comply with
FDA Year 2000 requirements. The upgrade also complies with International
Regulatory Affairs Year 2000 requirements.
The Company is currently in the process of evaluating all suppliers for Y2K
readiness. As of September 30, 1999 the results are as follows: 64% responded,
49% of those responding are Y2K compliant, 13.8% are addressing Y2K issues and
37.2% have yet to respond. If critical suppliers are found to be not compliant
or have no contingency plans in place, the Company will make positive efforts to
obtain backup suppliers to ensure an uninterrupted flow of product. The Company,
however, will not have a contingency plan for a supplier's failure to deliver
electricity, gas or water services.
According to recent reports, the healthcare industry lags other industries in
Y2K preparedness. The reports indicate that the progress of health claims
billing systems of third party payers is progressing slowly. To the extent the
Company's customers experience problems with their payment collections or with
their product ordering procedures, the Company's ability to collect payments or
receive product orders from its customers could be adversely affected and could
have a material adverse effect on the Company's business, liquidity,
consolidated financial condition and results of operations.
As noted above, the Company plans to have all internal systems Y2K compliant by
year-end 1999. The Company believes that other than for its electricity, gas and
water services, it is addressing the year 2000 issue and expects that through
its actions, year 2000 problems are not reasonably likely to have a material
adverse effect on its operations.
RECENTLY ISSUED ACCOUNTING STANDARDS
Note 1 of the interim condensed consolidated financial statements included
elsewhere in this Form 10-Q/A describes the recently issued accounting
standards.
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
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<PAGE> 24
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 Form 10-K for the
year ended December 31, 1998. 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> 25
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.
Like other companies, the Company is exposed to market risks relating to
fluctuations in interest rates. The Company's objective of financial risk
management is to minimize the negative impact of interest rate fluctuations on
the Company's earnings and cash flows.
To manage this risk, the company has entered into an interest rate cap agreement
("the Cap Agreement") with NationsBank, a major financial institution, to
minimize the risk of credit loss. The Company uses this Cap Agreement to reduce
risk by essentially creating offsetting market exposures. The Cap Agreement is
not held for trading purposes.
At December 31, 1998, and September 30, 1999, the Company had approximately $42
million outstanding under its Credit Facility, which expires in July 2004.
Amounts outstanding under the Credit Facility of approximately $13.3 million at
December 31, 1998, and $11.6 million at September 30, 1999, were subject to the
Cap Agreement, which expires in October 2002. The Cap Agreement settles
quarterly and the cap rate is 8.8%.
For more information on the Cap Agreement, see Notes 1 and 6 to the Company's
consolidated financial statements included in the Company's Form 10-K for the
year ended December 31, 1998.
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<PAGE> 26
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On October 20, 1999, the United States District Court for the Northern
District of Georgia (Atlanta Division) dismissed the consolidated shareholder
class action lawsuits that were pending against the Company, Marshall B. Hunt,
William E. Peterson, Jr., Roy C. Mallady, Charles E. Adair, Mark A. Jewett, and
Cordova Capital Partners LP - Enhanced Appreciation, one of the Company's
institutional investors. The lawsuits, filed on October 30, 1998 and December 7,
1998, and consolidated in an amended complaint on March 8, 1999, sought class
certification and rescissory and/or compensatory damages as well as expenses of
litigation. The complaint alleged 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. In
dismissing the suits, the Court held that the plaintiffs failed to state an
actionable claim of material misrepresentation under the federal securities laws
because the prospectus contained ample and meaningful cautionary language
specifically directed to the substance of the plaintiffs' alleged misstatements.
The plaintiffs have thirty days from the date of the dismissal in which to file
a notice of appeal, and the outcome of the matter cannot be predicted at this
time. If the ultimate disposition of this matter is determined adversely to the
Company, it could have a material adverse effect on the Company's business,
financial condition and results of operations.
ITEM 5. OTHER INFORMATION.
On November 8, 1999, the Common Stock, par value $.001 per share, of the Company
began trading on the American Stock Exchange (the "AMEX") under the ticker
symbol "HMP." The Company's Common Stock previously traded on the Nasdaq
National Market under the ticker symbol "HMPS." The Company was required to move
from the Nasdaq National Market due to its failure to meet all of the
maintenance requirements for continued listing on the Nasdaq National Market. A
copy of the press release announcing the Company's move to the AMEX is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
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<PAGE> 27
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description
-----------
<S> <C>
10.1 Severance and Bonus Agreement dated November 12, 1999
between the Company and Michael A. Crouch.*
10.2 Severance and Bonus Agreement dated November 12, 1999
between the Company and Frank D. DeBartola.*
10.3 Severance and Bonus Agreement dated November 12, 1999
between the Company and L. Bruce Maloy.*
10.4 Severance and Bonus Agreement dated November 12, 1999
between the Company and Robert Singer.*
27.1 Financial Data Schedule (restated) (for SEC filing purposes only)
99.1 Press Release dated November 8, 1999 *
</TABLE>
* Previously filed.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter
ended September 30, 1999.
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<PAGE> 28
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)
March 8, 2000 /s/ Robert M. Dodge
- ------------- ----------------------------------
Senior Vice-President and
Chief Financial Officer
(Principal Accounting Officer and
Duly Authorized Officer)
-28-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF HORIZON MEDICAL PRODUCTS, INC. FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 700,856
<SECURITIES> 0
<RECEIVABLES> 18,714,089
<ALLOWANCES> 634,606
<INVENTORY> 21,737,956
<CURRENT-ASSETS> 42,569,747
<PP&E> 5,227,108
<DEPRECIATION> 1,447,445
<TOTAL-ASSETS> 102,160,749
<CURRENT-LIABILITIES> 11,719,399
<BONDS> 46,941,215
0
0
<COMMON> 13,366
<OTHER-SE> 43,323,237
<TOTAL-LIABILITY-AND-EQUITY> 102,160,749
<SALES> 57,161,170
<TOTAL-REVENUES> 57,161,170
<CGS> 35,720,795
<TOTAL-COSTS> 35,720,795
<OTHER-EXPENSES> 15,092,979
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,013,562
<INCOME-PRETAX> 3,404,407
<INCOME-TAX> 1,478,395
<INCOME-CONTINUING> 1,926,012
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,926,012
<EPS-BASIC> .14
<EPS-DILUTED> .14
</TABLE>
