<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 June 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 August 13, 1999, was 13,366,278.
<PAGE> 2
HORIZON MEDICAL PRODUCTS, INC.
FORM 10-Q/A
FOR THE QUARTERLY PERIOD ENDED JUNE 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...............................................................17
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk..........................23
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings...................................................................24
ITEM 4. Submission of Matters to a Vote of Security Holders.................................24
ITEM 6. Exhibits and Reports on Form 8-K....................................................25
SIGNATURE........................................................................................26
</TABLE>
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<PAGE> 3
AMENDED FILING OF FORM 10-Q FOR THE QUARTERLY PERIOD ENDED
JUNE 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 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 six months ended June 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 August 16,
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 June 30, 1999
(restated) and December 31, 1998 (audited).
Interim Condensed Consolidated Statements of Operations for
the three months and six months ended June 30, 1999 (restated)
and June 30, 1998.
Interim Condensed Consolidated Statements of Cash Flows for
the six months ended June 30, 1999 (restated) and June 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>
June 30, December 31,
1999 1998
------------- -------------
(Unaudited &
Restated)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents .............................................. $ 1,127,277 $ 6,232,215
Accounts receivable - trade, net ....................................... 17,193,012 16,925,487
Inventories ............................................................ 23,174,638 19,358,423
Prepaid expenses and other current assets .............................. 1,911,779 1,636,779
Deferred taxes ......................................................... 582,346 582,346
------------- -------------
Total current assets ................................................ 43,989,052 44,735,250
Property and equipment, net ................................................ 3,938,945 4,043,200
Intangible assets, net ..................................................... 55,853,384 55,494,414
Deferred taxes ............................................................. 116,970 116,970
Other assets ............................................................... 222,961 247,279
------------- -------------
Total assets ........................................................ $ 104,121,312 $ 104,637,113
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade ............................................... $ 8,054,983 $ 9,775,420
Accrued salaries and commissions ....................................... 114,149 257,341
Accrued royalties ...................................................... 168,000 127,375
Accrued interest ....................................................... 420,885 318,476
Accrued acquisition liabilities ........................................ 29,268 165,058
Other accrued expenses ................................................. 495,239 1,248,158
Income taxes payable ................................................... 164,680 1,343,473
Current portion of long-term debt ...................................... 4,264,419 2,733,138
------------- -------------
Total current liabilities ........................................... 13,711,623 15,968,439
Long-term debt, net of current portion ..................................... 47,144,009 47,073,716
Other liabilities .......................................................... 166,594 164,152
------------- -------------
Total liabilities ................................................... 61,022,226 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 ......................................... (438,956) (425,553)
Accumulated deficit .................................................... (8,301,449) (9,983,132)
------------- -------------
Total shareholders' equity .......................................... 43,099,086 41,430,806
------------- -------------
Total liabilities and shareholders' equity .......................... $ 104,121,312 $ 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
June 30,
1999 1998
------------- -------------
(Unaudited & (Unaudited)
Restated)
<S> <C> <C>
Net sales .................................................................. $ 18,878,176 $ 6,858,690
Cost of goods sold ......................................................... 11,727,528 2,499,667
------------- -------------
Gross profit ............................................................... 7,150,648 4,359,023
Selling, general and administrative expenses ............................... 4,849,858 2,439,122
------------- -------------
Operating income ........................................................... 2,300,790 1,919,901
------------- -------------
Other income (expense):
Interest expense ....................................................... (1,043,863) (299,247)
Other income ........................................................... 42,747 11,138
------------- -------------
(1,001,116) (288,109)
------------- -------------
Income before income taxes and extraordinary item ...................... 1,299,674 1,631,792
Income tax expense ......................................................... (557,284) (680,719)
------------- -------------
Income before extraordinary item ....................................... 742,390 951,073
Extraordinary loss on early extinguishments of debt, net of income
tax benefit of $53,330 ................................................. -- (83,414)
------------- -------------
Net income ................................................................. $ 742,390 $ 867,659
============= =============
Net income per share before extraordinary item - basic and diluted ......... $ .06 $ .08
============= =============
Net income per share - basic and diluted ................................... $ .06 $ .07
============= =============
Weighted average common shares outstanding - basic ......................... 13,366,278 12,534,467
============= =============
Weighted average common shares outstanding - diluted ....................... 13,374,749 12,663,129
============= =============
</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>
Six Months Ended
June 30,
1999 1998
------------- -------------
(Unaudited & (Unaudited)
Restated)
<S> <C> <C>
Net sales .................................................................. $ 38,319,517 $ 13,567,559
Cost of goods sold ......................................................... 23,783,423 5,033,223
------------- -------------
Gross profit ............................................................... 14,536,094 8,534,336
Selling, general and administrative expenses ............................... 9,692,412 5,401,997
------------- -------------
Operating income ........................................................... 4,843,682 3,132,339
------------- -------------
Other income (expense):
Interest expense ....................................................... (1,956,073) (2,241,319)
Other income ........................................................... 54,220 22,276
------------- -------------
(1,901,853) (2,219,043)
------------- -------------
Income before income taxes and extraordinary items ..................... 2,941,829 913,296
Income tax expense ......................................................... (1,260,146) (890,073)
------------- -------------
Income before extraordinary items ...................................... 1,681,683 23,223
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 ................................................................. $ 1,681,683 $ 1,039,809
============= =============
Net income per share before extraordinary items - basic and diluted ........ $ .13 $ .00
============= =============
Net income per share - basic and diluted ................................... $ .13 $ .09
============= =============
Weighted average common shares outstanding - basic ......................... 13,366,278 10,988,318
============= =============
Weighted average common shares outstanding - diluted ....................... 13,370,769 11,441,123
============= =============
</TABLE>
The accompanying notes are an integral part of these interim condensed
consolidated financial statements.
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<PAGE> 8
HORIZON MEDICAL PRODUCTS, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------------------------
1999 1998
------------ ------------
(Unaudited & (Unaudited)
Restated)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ................................................................. $ 1,681,683 $ 1,039,809
------------ ------------
Adjustments to reconcile net income to net cash (used in) provided by
operating activities:
Extraordinary gain on early extinguishment of put feature ....... -- (1,100,000)
Depreciation .................................................... 371,308 176,960
Amortization .................................................... 1,361,648 760,889
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 ........................................ (267,525) (1,925,562)
Inventories ................................................ (3,816,215) (476,865)
Prepaid expenses and other assets .......................... (135,190) (1,803)
Increase (decrease) in operating liabilities:
Accounts payable - trade ................................... (1,720,437) (286,446)
Income taxes payable ....................................... (1,178,793) 300,152
Accrued expenses and other liabilities ..................... (886,425) (941,022)
------------ ------------
Net cash (used in) provided by operating activities ............. (4,589,946) 280,177
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ....................................................... (212,098) (1,081,508)
Cash paid for acquisitions ................................................. -- (9,412,561)
Change in non-operating assets ............................................. (18,652) (107,932)
------------ ------------
Net cash used in investing activities ........................... (230,750) (10,602,001)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt issue costs ........................................................... (68,741) (283,582)
Principal payments on long-term debt ....................................... (202,098) (29,619,307)
Proceeds from initial public offering, net of offering costs ............... -- 40,160,245
Proceeds from the exercise of stock warrants ............................... -- 83
Notes receivable - shareholders ............................................ (13,403) --
------------ ------------
Net cash (used in) provided by financing activities ................. (284,242) 10,257,439
------------ ------------
Net decrease in cash and cash equivalents ........................... (5,104,938) (64,385)
Cash and cash equivalents, beginning of period ............................. 6,232,215 2,893,924
------------ ------------
Cash and cash equivalents, end of period ................................... $ 1,127,277 $ 2,829,539
============ ============
</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 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 June 30, 1999, and for the three months and six
months ended June 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 six months ended June 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>
June 30, December 31,
1999 (Restated) 1998
--------------- ------------
<S> <C> <C>
Raw materials ................... $ 7,062,457 $ 5,336,210
Work in process ................. 2,616,797 1,984,133
Finished goods .................. 14,300,781 12,797,898
------------ ------------
23,980,035 20,118,241
Less inventory reserves ......... (805,397) (759,818)
------------ ------------
$ 23,174,638 $ 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 $40,160,245
through June 30, 1998. Subsequent to June 30, 1998, the Company
recognized additional offering costs of $249,533, 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 Six Months Ended
June 30, 1999 (Restated) June 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 ................... $742,390 13,366,278 $ 0.06 $1,681,683 13,366,278 $ .13
======== =========
Effect of Dilutive Securities -- 8,471 -- 4,491
-------- ---------- ---------- ----------
Diluted EPS ................. $742,390 13,374,749 $ 0.06 $1,681,683 13,370,769 $ .13
======== ========== ======== ========== ========== =========
</TABLE>
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, 1998 June 30, 1998
---------------------------------------- -----------------------------------------
Income Shares Per-share Income Shares Per-share
Numerator Denominator Amount Numerator Denominator Amount
--------- ----------- --------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS ...................... $867,659 12,534,467 $ 0.07 $1,039,809 10,988,318 $ .09
======== =========
Effect of Dilutive Securities... -- 128,662 -- 452,805
-------- ---------- ---------- ----------
Diluted EPS .................... $867,659 12,663,129 $ 0.07 $1,039,809 11,441,123 $ .09
======== ========== ======== ========== ========== =========
</TABLE>
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
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<PAGE> 11
common share market price during the period. The average common share
market price used in the above calculation was $6.49 for the three
months ended June 30, 1999 and $6.22 for the six months ended June 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 212,974 options outstanding for the
three months ended June 30, 1999 and 223,851 options outstanding for the
six months ended June 30, 1999 that expire in 2008 with exercise prices
ranging from $ 6.25 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 six
months ended June 30, 1999.
The EPS impact of the extraordinary items for the six months ended June
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 for the three and six months ended June
30, 1998, but are immaterial.
On June 2, 1998, the Company consummated the acquisition of certain
assets used in the human vascular access business of Norfolk Medical
Products, Inc. ("Norfolk"). As consideration for the assets acquired,
Horizon (i) paid Norfolk an aggregate of approximately $7.4 million in
cash, and (ii) paid approximately $1.9 million in cash into an escrow
account. The escrow will be released upon the successful transition by
Norfolk of the manufacturing of the Human Product Line to Manchester,
Georgia. The Company accounted for the acquisition using the purchase
method of accounting and, accordingly, the purchase price has been
allocated to the assets of Norfolk based on their estimated fair values
at the date of acquisition. Operating results of Norfolk since June 2,
1998 are included in the Company's interim condensed consolidated
financial statements for the three and six months ended June 30, 1998.
The following unaudited pro forma summary for the six months ended June
30, 1998 combines the results of the Company with the acquisition of the
Port Business of Norfolk as if the acquisition had occurred at the
beginning of 1998. Certain adjustments, including amortization of
intangible assets and income tax effects, have been made to reflect the
impact of the purchase transaction. These pro forma results have been
prepared for comparative
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<PAGE> 12
purposes only and do not purport to be indicative of what would have
occurred had the acquisition been made at the beginning of 1998, or of
results which may occur in the future.
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1998
----------------
<S> <C>
Sales............................................................................ $ 14,833,000
Net income ...................................................................... $ 1,095,000
Net income per share - basic and diluted......................................... $ 0.10
</TABLE>
Pro forma earnings per share was calculated by dividing pro forma net
income by the weighted average shares outstanding of 10,988,318 and
11,441,123 for basic and diluted earnings per share, respectively.
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 30, 1998 and December 7, 1998, shareholder suits were filed
against the Company, Marshall B. Hunt, William E. Peterson, Jr., Roy C.
Mallady, Charles E. Adair, and Mark A. Jewett. An amended consolidated
complaint, filed on March 8, 1999, added as a defendant Cordova Capital
Partners LP Enhanced Appreciation, one of the Company's institutional
investors. The two lead plaintiffs are Daniel E. Herlihy and Thomas L.
O'Hara, Jr., and the other named plaintiff is Jack Edery. The amended
consolidated complaint, which is pending in the U.S. District Court for
the Northern District of Georgia (Atlanta Division), seeks class
certification and rescissory and/or compensatory damages as well as
expenses of litigation. The complaint 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. The defendants filed a motion to
dismiss on April 7, 1999 on which the Court has not yet ruled. Although
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<PAGE> 13
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 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 consolidated
financial statements.
The Company is currently negotiating with its lender and others for
either an increase in its credit facility or a replacement facility.
Should the Company not be successful in modifying its current credit
facility, it may violate the covenants of the credit facility in third
quarter 1999. Should this violation occur or a modification of the
covenants is not obtained from the lender, there could be a material
adverse effect on the Company's 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 it was in breach of the
Manufacturing Agreement. IFM notified the Company that it 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 of accounts payable due to
IFM under the Manufacturing Agreement at June 30, 1999 was approximately
$2.2 million. Additionally, IFM notified the Company that it 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 it was in breach for failing to 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 it was in breach for the failure to provide
packaging and labeling.
The Company has 60 days from the notification of default to cure. If the
Company does not take corrective action within 60 days, 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
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<PAGE> 14
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 indicated 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,
fail to continue to operate under the verbal modification to the
Manufacturing Agreement or if the default is not cured, then any
liabilities incurred as a result of the default could have a material
adverse effect on the Company's 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 form 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 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.
-14-
<PAGE> 15
In connection with the Company's October 15, 1998 purchase of Stepic
Corporation ("Stepic"), the Company agreed to pay 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 six months ended June 30, 1999, the Company
recorded a liability of $1.6 million, representing the Company's
contingent payment for the first anniversary year ending October 1999.
8. SEGMENT INFORMATION AND MAJOR CUSTOMERS
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 six months ended June 30, 1998 will 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 six months ended June 30, 1999.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended As of
June 30, 1999 (Restated) June 30, 1999 (Restated) June 30, 1999 (Restated)
---------------------------- ----------------------------- -------------------------
Identifiable
Sales Gross Profit Sales Gross Profit Assets
----------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Manufacturing ... $ 8,181,081 $ 4,687,432 $16,547,633 $ 9,581,924 $ 66,567,650
Distribution .... 11,309,797 2,351,390 23,186,234 5,040,864 37,237,888
----------- ----------- ----------- ------------ ------------
$19,490,878 $ 7,038,822 $39,733,867 $ 14,622,788 $103,805,538
=========== =========== =========== ============ ============
</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 six months ended June 30, 1999 is as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, 1999 June 30, 1999
------------------ ----------------
<S> <C> <C>
Total segment sales ................. $ 19,490,878 $ 39,733,867
Elimination of intersegment sales ... (612,702) (1,414,350)
------------ ------------
Consolidated sales .................. $ 18,878,176 $ 38,319,517
============ ============
</TABLE>
-15-
<PAGE> 16
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, 1999 June 30, 1999
(Restated) (Restated)
------------------ ----------------
<S> <C> <C>
Total segment gross profit .................... $ 7,038,822 $ 14,622,788
Elimination of intersegment gross profit ...... 111,826 (86,694)
------------ ------------
Consolidated gross profit ..................... $ 7,150,648 $ 14,536,094
============ ============
</TABLE>
A reconciliation of total segment assets to total consolidated assets of
the Company as of June 30, 1999 (restated) is as follows:
<TABLE>
<S> <C>
Total segment assets ............................................... $ 103,805,538
Elimination of intersegment receivables............................. (383,542)
Assets not allocated to segments ................................... 699,316
-------------
Consolidated assets ................................................ $ 104,121,312
=============
</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 six months ended June
30, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, 1999 June 30, 1998 June 30, 1999 June 30, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
United States ... $17,900,368 $ 6,175,442 $36,055,464 $11,737,625
Foreign ......... 977,808 683,248 2,264,053 1,829,934
----------- ----------- ----------- -----------
$18,878,176 $ 6,858,690 $38,319,517 $13,567,559
=========== =========== =========== ===========
</TABLE>
9. RESTATEMENT OF PREVIOUSLY REPORTED QUARTERLY INFORMATION
The Company hereby amends its quarterly report on Form 10-Q for the
quarter ended June 30, 1999 as filed with the Securities and Exchange
Commission on August 16, 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 six months ended June 30, 1999. The amounts in the
table below are in thousands, except per share amounts:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, 1999 June 30, 1999
------------------------------ ------------------------------
As Originally As Originally
Reported As Restated Reported As Restated
------------- ----------- -------------- -----------
<S> <C> <C> <C> <C>
Balance Sheet:
Inventories $ 23,426 $ 23,175 $ 23,426 $ 23,175
Income Taxes Payable $ 273 $ 165 $ 273 $ 165
Shareholders' Equity $ 43,242 $ 43,099 $ 43,242 $ 43,099
Statement of Operations:
Cost of Goods Sold $ 11,477 $ 11,728 $ 23,532 $ 23,783
Income Tax Expense $ 655 $ 557 $ 1,368 $ 1,260
Net Income $ 886 $ 742 $ 1,825 $ 1,682
Net Income Per Share (basic
and diluted) $ .07 $ .06 $ .14 $ .13
</TABLE>
-16-
<PAGE> 17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998
Net Sales. Net sales increased 175% to $18.9 million for the second
quarter of 1999 from $6.9 million for the second quarter of 1998. This increase
is attributable to sales resulting from the 1998 acquisitions of IFM, CVS and
Stepic, which represented approximately $13.6 million of total sales for the
quarter. The allocation of 1999 net sales on a segment basis resulted in net
sales of $8.2 million from the manufacturing segment and $11.3 million from the
distribution segment, before intersegment eliminations. There were no
distribution segment sales for the second quarter of 1998.
Gross Profit. Gross profit increased 64.0% to $7.2 million for the
second quarter of 1999 from $4.4 million for the second quarter of 1998. Gross
margin decreased to 37.9% in the second quarter of 1999 from 63.6% in the second
quarter of 1998. The decrease in gross margin is the result of the distribution
segment gross margin of 20.8%, a significantly lower margin than the
manufacturing segment margin of 57.3% for the three months ended June 30, 1999.
The allocation of gross profit between segments is gross profit of $4.7 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 $2.4 million or 98.9% to approximately
$4.8 million for the second quarter of 1999 compared with $2.4 million for the
second 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 25.7% for the second quarter of 1999 from 35.6%
for the second quarter of 1998. This decrease is due to the large revenue growth
in the second quarter of 1999, a result of the 1998 acquisitions.
Interest Expense. Net interest expense increased to approximately $1.0
million in the second quarter of 1999 compared to approximately $300 thousand in
the second quarter of 1998. The increase in 1999 is due to higher debt
outstanding during the second quarter of 1999 compared to the second quarter of
1998. This increase in debt is primarily a result of the 1998 acquisitions. The
majority of the debt outstanding in the first quarter 1998 was repaid with the
proceeds generated from the Company's initial public offering in April 1998.
Income Tax Expense. Income tax expense decreased to approximately $557
thousand for the second quarter of 1999 from approximately $681 thousand for the
second quarter of 1998. The slight decrease in 1999 was the result of lower
taxable income in the second quarter of 1999 compared to the second quarter of
1998.
-17-
<PAGE> 18
Extraordinary Item. During April 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 Company's Initial Public
Offering ("IPO").
Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998
Net Sales. Net sales increased 182% to $38.3 million for the six months
ended June 30, 1999, from $13.6 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 approximately $27.7
million of the increase. The allocation of 1999 net sales on a segment basis
resulted in net sales of $16.5 million from the manufacturing segment and $23.2
million from the distribution segment, before intersegment eliminations. There
were no distribution segment sales for the six months ended June 30, 1998.
Gross Profit. Gross profit increased 70.3% to $14.5 million for the six
months ended June 30, 1999 from $8.5 million for the same period of 1998. Gross
margin decreased to 37.9% in 1999 from 62.9% 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
57.9% for the six months ended June 30, 1999. The allocation of gross profit
between segments is gross profit of $9.6 million from the manufacturing segment
and $5.0 million from the distribution segment.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses (SG&A) increased $4.3 million to $9.7 million for the
six months ended June 30, 1999 compared to $5.4 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 25.3% for the six months ended June 30, 1999 from
39.8% for the same period in 1998. The decrease is due to the substantial
revenue growth from period to period.
Interest Expense. Net interest expense decreased approximately $285
thousand to $2.0 million for the six months ended June 30, 1999 compared to $2.2
million for the six months ended June 30, 1998. The higher interest expense in
1998 was attributable to the amortization of the debt discount and accelerated
amortization of debt issuance costs related to the NationsCredit debt and
warrants. Exclusive of the aforementioned, interest expense increased
approximately $1.2 million in 1999 from 1998 due to higher debt outstanding for
the six months ended 1999.
Income Tax Expense. Income taxes increased approximately $370 thousand to
$1.3 million for the six months ended June 30, 1999 from approximately $890
thousand for the same period in 1998. This increase is attributable to the
Company generating higher taxable income in 1999 as compared to 1998.
-18-
<PAGE> 19
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.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by (used in) operating activities was ($4,589,946) for the
six months ended June 30, 1999 compared with $280,177 for the six months ended
June 30, 1998. The increase in cash used in operations during 1999 was
attributable to higher accounts receivable and inventory balances in 1999, as
well as the reduction of income taxes payable, accounts payable, certain
liabilities related to acquisitions and salary expenses.
Net cash used in investing activities was $230,750 in 1999 compared to
$10,602,001 in 1998. Substantially all of the investing activities in 1999 were
for capital expenditures for the Company's facilities. The investing activities
in 1998 consisted of cash paid for the acquisition of Norfolk and capital
expenditures for the Company's facilities.
Net cash provided by (used in) financing activities was ($284,242) in 1999
compared to $10,257,439 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 over $40 million of proceeds to the Company.
Approximately $28 million of these proceeds was used to repay debt.
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, 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 currently 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 the Company not be successful in modifying its current
credit facility, it may violate the covenants of the credit facility at the end
of third quarter 1999. Should this violation occur, there could be a material
adverse effect on the Company's financial condition and results of operations.
The Company is currently under 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 has 60 days from the notification of
the
-19-
<PAGE> 20
default to cure. Should the Company be unable to revise the Manufacturing
Agreement or if the default is not cured, then any liabilities incurred as a
result of the default could have a material adverse effect on the Company's
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 new Manchester Facility
manufacturing 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.
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 will be upgraded to comply with
FDA Year 2000 requirements by August 30, 1999. The upgrade will also comply with
International Regulatory Affairs Year 2000 requirements.
-20-
<PAGE> 21
The Company has identified plant equipment that contains software and
microprocessors. Through the process of testing and supplier certification, the
Company has found no material Y2K issues with plant equipment used in the
manufacturing process of its products.
The Company is currently in the process of evaluating all suppliers for Y2K
readiness. As of June 30, 1999 the results are as follows: 48.8% responded,
29.3% of those responding are Y2K compliant, 19.5% are addressing Y2K issues and
51.2% 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, 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 develop and implement
operational and financial systems to manage rapidly growing operations; general
domestic and international economic and business conditions;
-21-
<PAGE> 22
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.
-22-
<PAGE> 23
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 June 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 $12.2 million at June 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.
-23-
<PAGE> 24
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On October 30, 1998 and December 7, 1998, shareholder suits were filed
against the Company, Marshall B. Hunt, William E. Peterson, Jr., Roy C. Mallady,
Charles E. Adair, and Mark A. Jewett. An amended consolidated complaint, filed
on March 8, 1999, added as a defendant Cordova Capital Partners LP - Enhanced
Appreciation, one of the Company's institutional investors. The two lead
plaintiffs are Daniel E. Herlihy and Thomas L. O'Hara, Jr., and the other named
plaintiff is Jack Edery. The amended consolidated complaint, which is pending in
the U.S. District Court for the Northern District of Georgia (Atlanta Division),
seeks class certification and rescissory and/or compensatory damages as well as
expenses of litigation. The complaint 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. The defendants filed a motion to dismiss on April
7, 1999 on which the Court has not yet ruled. 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 a material adverse effect on the Company's business, financial
condition and results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company's Annual Meeting of Shareholders was held on May 12, 1999.
(b) Not applicable.
(c) The following proposals were adopted by the shareholders of the
Company:
(i) The election of two Directors.
The vote on the above was:
<TABLE>
<CAPTION>
For Withhold Authority
---------- ------------------
<S> <C> <C>
Lynn R. Detlor 11,553,004 17,160
Charles E. Adair 11,553,004 17,160
</TABLE>
(ii) A proposal to ratify the appointment of PricewaterhouseCoopers
LLP as the Company's independent auditors for 1999.
The vote of the above proposal was:
<TABLE>
<S> <C>
For 11,445,014
Against 118,550
Abstained 6,600
</TABLE>
-24-
<PAGE> 25
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description
-----------
<S> <C>
10.1 Employment Agreement, dated as of May 12, 1999 by and
between the Company and Walter J. Fritschner*
10.2 Amendment, dated as of June 29, 1999, to the Employment
Agreement, dated as of April 3, 1998, by and between
the Company and Marshall B. Hunt*
10.3 Amendment, dated as of June 29, 1999, to the Employment
Agreement, dated as of April 3, 1998, by and between
the Company and William E. Peterson, Jr.*
27.1 Financial Data Schedule (restated) (for SEC filing purposes only)
</TABLE>
* Previously filed.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter
ended June 30, 1999.
-25-
<PAGE> 26
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)
-26-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF HORIZON MEDICAL PRODUCTS, INC. FOR THE SIX MONTHS ENDED
JUNE 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 1,127,277
<SECURITIES> 0
<RECEIVABLES> 17,783,853
<ALLOWANCES> 590,841
<INVENTORY> 23,174,638
<CURRENT-ASSETS> 43,989,052
<PP&E> 5,192,067
<DEPRECIATION> 1,253,122
<TOTAL-ASSETS> 104,121,312
<CURRENT-LIABILITIES> 13,711,623
<BONDS> 47,144,009
0
0
<COMMON> 13,366
<OTHER-SE> 43,085,720
<TOTAL-LIABILITY-AND-EQUITY> 104,121,312
<SALES> 38,319,517
<TOTAL-REVENUES> 38,319,517
<CGS> 23,783,423
<TOTAL-COSTS> 23,783,423
<OTHER-EXPENSES> 9,692,412
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,956,073
<INCOME-PRETAX> 2,941,829
<INCOME-TAX> 1,260,146
<INCOME-CONTINUING> 1,681,683
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,681,683
<EPS-BASIC> .13
<EPS-DILUTED> .13
</TABLE>
