<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
____________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED DECEMBER 31, 1997 COMMISSION FILE NUMBER 0-14653
CARDIAC CONTROL SYSTEMS, INC.
(Exact Name of Registrant as specified in its charter)
_____________________________
DELAWARE 74-2119162
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
3 COMMERCE BOULEVARD, PALM COAST, FLORIDA 32164
(Address of Principal Executive Offices) (Zip Code)
_____________________________
Registrant's telephone number, including area code: (904) 445-5450
Indicate by check mark whether the Registrant (1) has filed all reports required
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
----- -----
As of January 31, 1998, 2,648,739 shares of the Registrant's common stock, $.10
par value, were outstanding.
================================================================================
<PAGE>
CARDIAC CONTROL SYSTEMS, INC.
FORM 10-QSB
DECEMBER 31, 1997
INDEX
- --------------------------------------------------------------------------------
Page No.
- --------------------------------------------------------------------------------
PART I. FINANCIAL INFORMATION
Balance Sheet at December 31, 1997 (Unaudited).......................... 3
Statements of Operations and Accumulated Deficit for the Three
Months and Nine Months Ended December 31, 1997 and
1996 (Unaudited).................................................... 4
Statements of Cash Flows for the Nine Months Ended
December 31, 1997 and 1996 (Unaudited).............................. 5
Notes to Financial Statements........................................... 6
Management's Discussion and Analysis of Financial Position
and Results of Operations........................................... 10
PART II. OTHER INFORMATION................................................ 16
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARDIAC CONTROL SYSTEMS, INC.
BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
December 31,
1997
- ---------------------------------------------------------------------------------------
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents........................................ $ 43,702
Securities....................................................... 799
Accounts and notes receivable.................................... 1,299,724
Inventories...................................................... 1,641,192
Prepaid expenses................................................. 261,309
------------
Total current assets................................ 3,246,726
------------
PROPERTY, PLANT AND EQUIPMENT (NET)................................. 2,030,347
------------
OTHER ASSETS
Deferred financing costs, less accumulated
amortization of $197,470.................................... 501,018
Deferred license fees, less accumulated
amortization of $33,333..................................... 166,667
Other.......................................................... 143,069
------------
Total other assets................................ 810,754
------------
Total assets...................................... $ 6,087,827
============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable................................................ $ 825,727
Accrued compensation............................................ 231,860
Accrued royalties............................................... 220,957
Other accrued expenses.......................................... 80,072
Deposits payable................................................ 434,812
Notes and debt obligations payable within one year.............. 98,363
------------
Total current liabilities........................... 1,891,791
------------
NOTES AND DEBT OBLIGATIONS PAYABLE AFTER ONE YEAR.................... 2,703,073
OTHER LIABILITIES.................................................... 79,558
------------
Total liabilities.................................. 4,674,422
------------
STOCKHOLDERS' EQUITY
Common stock, $.10 par value, 30,000,000 shares authorized,
2,648,739 shares issued.................................... 264,874
Additional paid in capital....................................... 22,331,206
Accumulated deficit.............................................. (21,175,620)
Cumlative translation adjustment................................. (7,055)
------------
Total stockholders' equity.......................... 1,413,405
------------
Total liabilities and stockholders' equity.......... $ 6,087,827
============
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
CARDIAC CONTROL SYSTEMS, INC.
STATEMENTS OF OPERATIONS AND
ACCUMULATED DEFICIT
(UNAUDITED)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
December 31, December 31,
1997 1996 1997 1996
- ------------------------------------------------------------------------------------------------------------
REVENUE
<S> <C> <C> <C> <C>
Net sales................................$ 1,011,110 $ 1,109,405 $ 2,904,888 $ 3,280,579
Royalty income........................... 604,500 640,900 1,900,125 1,854,775
---------------------------------------------------------------
Total revenue........................ 1,615,610 1,750,305 4,805,013 5,135,354
---------------------------------------------------------------
COSTS AND EXPENSES
Cost of products sold.................... 590,896 707,597 1,742,956 1,872,269
Selling, general and administrative
expenses................................ 582,913 752,070 1,939,038 2,301,605
Engineering, research and
development expenses.................... 427,784 435,325 1,306,475 1,367,842
---------------------------------------------------------------
Total cost and expenses.............. 1,601,593 1,894,992 4,988,469 5,541,716
---------------------------------------------------------------
OPERATING INCOME (LOSS)...................... 14,017 (144,687) (183,456) (406,362)
---------------------------------------------------------------
OTHER INCOME (EXPENSES)
Interest income.......................... 1,018 995 8,969 17,269
Interest expense......................... (128,851) (114,939) (339,857) (380,823)
Other income............................. - - 941 25,000
---------------------------------------------------------------
Total other income (expenses)........ (127,833) (113,944) (329,947) (338,554)
---------------------------------------------------------------
NET LOSS..................................... (113,816) (258,631) (513,403) (744,916)
ACCUMULATED DEFICIT - BEGINNING OF PERIOD.... (21,061,804) (20,267,263) (20,662,217) (19,780,978)
---------------------------------------------------------------
ACCUMULATED DEFICIT - END OF PERIOD..........$(21,175,620) $(20,525,894) $(21,175,620) $(20,525,894)
===============================================================
NET LOSS PER COMMON SHARE.................... $(0.04) $(0.10) $(0.19) $(0.29)
AVERAGE NUMBER OF SHARES OUTSTANDING......... 2,648,739 2,580,240 2,637,961 2,574,202
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
CARDIAC CONTROL SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Nine Months Ended, December 31, 1997 1996
- ------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income (loss)............................................................... $ (513,403) $ (744,916)
Adjustment to reconcile net income (loss) to net cash used for operating
activities:
Depreciation and amortization.............................................. 314,921 389,021
Securities received in lieu of insurance rebate............................ (799) -
Stock issued for payment of directors' fees................................ 34,000 -
Cash provided by (used for):
Accounts and notes receivable......................................... (346,884) 374,526
Inventories........................................................... (121,555) 526,082
Prepaid expenses...................................................... (4,696) (285,209)
Accounts payable...................................................... (2,516) 138,057
Accrued interest...................................................... 12,477 (8,805)
Accrued compensation.................................................. (12,564) (21,439)
Accrued compensation absences......................................... 13,972 (29,769)
Deposits payable...................................................... 42,180 (91,000)
Other accrued expenses................................................ (56,760) 90,689
Other liabilities..................................................... 14,811 (110,423)
Deferred royalties.................................................... - (285,350)
- ------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used for) operating activities............................... (626,816) (58,536)
- ------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment....................................... (436,033) (459,557)
Increase in other assets........................................................ (7,870) (46,467)
- ------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used for) investing activities............................... (443,903) (506,024)
- ------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock and exercise of stock warrants, net of
costs.......................................................................... 8,928 201,927
Proceeds from notes and debt obligations payable................................ 1,427,347 131,534
Repayment of notes and debt obligations payable................................. (193,983) (763,936)
Principal payments under capital lease obligations.............................. (2,885) (3,312)
Deferred financing costs........................................................ (310,449) -
- ------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used for) financing activities............................... 928,958 (433,787)
- ------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS................................ (141,761) (998,347)
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR....................................... 185,463 1,167,181
------------------------------
CASH AND CASH EQUIVALENTS - END OF PERIOD........................................... $ 43,702 $ 168,834
==============================
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid during the period................................................. $ 239,723 $ 219,694
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Reduction in accrued compensation in exchange for common stock.................. 34,000 -
Reduction in accounts payable in exchange for common stock...................... 8,928 -
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
CARDIAC CONTROL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - GENERAL
The accompanying balance sheet of Cardiac Control Systems, Inc. (the "Company")
as of December 31, 1997, the related statements of operations and accumulated
deficit for the three months and nine months ended December 31, 1997 and 1996,
and the statements of cash flows for the nine months ended December 31, 1997 and
1996 are unaudited. In the opinion of management, such financial statements
reflect all adjustments, consisting only of normal recurring items, necessary to
present fairly the financial position of the Company at December 31, 1997, and
the results of operations for the three months and nine months ended December
31, 1997 and 1996 and the cash flows for the nine months ended December 31, 1997
and 1996.
Certain reclassifications have been made to the unaudited financial statements
previously reported for the three months and nine months ended December 31, 1996
to conform with classifications used in the unaudited financial statements for
the three months and nine months ended December 31, 1997.
The accompanying unaudited financial statements as of December 31, 1997 and for
the three months and nine months ended December 31, 1997 and 1996 should be read
in conjunction with the Company's audited financial statements for the year
ended March 31, 1997.
The accompanying unaudited financial statements have been prepared assuming that
the Company will continue operations on a going-concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. However, the Company has a history of net losses
and incurred a net loss for the nine months ended December 31, 1997 of
$513,403. The Company's ability to continue as a going concern is dependent
upon the attainment of a profitable level of operations. The Company believes
that continual development of new product and resultant sales growth is critical
to attaining a profitable level of operations. Therefore, the Company is
continuing its efforts to invest in development of its single lead technology
and expand its sales volume, both domestically and internationally. Management
believes that the Company has the potential to increase sales and ultimately
achieve a profitable level of operations. Also, the Company is pursuing
additional working capital to expand its market position and pursue development
of new technologies. However, there is no assurance that the Company will be
able to attain profitable operations and continue operations as a going concern.
NOTE 2 - LOSS PER COMMON SHARE
Net loss per common share is based on the weighted average number of common
shares outstanding during the period. Common stock equivalents have not been
included for the three months and nine months ended December 31, 1997 and 1996,
as their effect on the loss per share is anti-dilutive.
The FASB has issued SFAS No. 128, "Earnings per Share," which provides guidance
for computing and presenting earnings per share (EPS). This statement
simplifies the standards for computing EPS previously found in APB Opinion No.
15, "Earnings per Share." This statement, when adopted, is not expected to have
a material impact on the Company.
6
<PAGE>
NOTE 3 - INVENTORIES
Inventories at December 31, 1997 are summarized as follows:
<TABLE>
<CAPTION>
-----------------------------------------------------------------
December 31,
1997
----------
(unaudited)
<S> <C>
Raw materials and supplies...................... $ 924,567
Work-in-process................................. 358,344
Finished goods.................................. 377,066
----------
1,659,977
Reserve for obsolescence........................ 18,785
----------
$1,641,192
-----------------------------------------------------------------
</TABLE>
Finished goods inventories include approximately $161,956 of products consigned
to customers and independent sales representatives at December 31, 1997.
NOTE 4 - NOTES AND DEBT OBLIGATIONS PAYABLE
Notes and debt obligations consist of the following at December 31, 1997:
<TABLE>
<CAPTION>
-----------------------------------------------------------------
December 31,
1997
----------
<S> <C>
Sirrom mortgage note, net of discount (A)........ $1,446,469
Coast Business Credit (B)........................ 1,318,054
Other............................................ 36,913
----------
2,801,436
Amount payable within one year.................. 98,363
----------
Amount payable after one year.................... $2,703,073
-----------------------------------------------------------------
</TABLE>
(A) On March 31, 1995, the Company entered into a Loan and Security Agreement
(the "Loan Agreement") with Sirrom Capital Corporation ("Sirrom") and
executed a $1,500,000 secured promissory note. Interest on the note is
payable monthly at 13.5%per annum and principal is due on March 31, 2000.
The note is secured by a first mortgage lien on all the Company's real and
personal property, excluding inventory and accounts receivable, but
including general intangibles such as its patents and royalties. The Loan
Agreement restricts the Company from incurring additional indebtedness in
excess of $200,000 annually without the lender's consent. In addition, the
Company must give the lender advance notice of certain events, such as
dividend payments, certain new stock issues, reorganizations, and merger or
sale of substantially all assets.
In connection with the Loan Agreement, the Company granted Sirrom warrants
to purchase, initially, 100,000 shares of the Company's common stock at
$.01 per share. An additional 50,000 warrants to purchase shares of common
stock at $.01 per share will be granted to the lender upon each anniversary
date, beginning March 31, 1997 through March 31, 1999, that any amount owed
to Sirrom shall be outstanding. On March 31, 1997, the Company granted
Sirrom 50,000 additional warrants pursuant to the Loan Agreement. The
Company recorded $279,000 (100,000 shares) in fiscal 1995 and $71,376
(50,000 shares) in fiscal 1997 as a debt discount with the offset to
additional paid-in capital,
7
<PAGE>
representing the difference between the estimated fair market value of the
underlying stock at the date of grant and $.01 per share. This has resulted
in an effective interest rate of approximately 30% per annum on the Sirrom
debt. The Sirrom note includes an unamortized debt discount of $53,531 at
December 31, 1997.
(B) On June 13, 1997, the Company entered into a Loan Agreement ("Agreement")
with Coast Business Credit ("CBC") for a maximum borrowing of $3.5 million
which includes a line of credit up to $2.7 million, a $500,000 sub line for
capital expenditures ("CAPEX"), and a $300,000 term loan ("Term Loan"). The
maximum borrowing base available under the line of credit is based upon
eligible receivables and inventory as defined in the Agreement. The
maturity date for the Agreement is June 30, 2000. The CAPEX and the Term
Loan are based upon a 48 month amortization period. The interest rate on
the line of credit is equal to the prime rate plus 2%, and the interest
rate for the Term Loan and the CAPEX Subline is equal to prime rate plus
2.25%. Borrowings under the Agreement are collateralized by a first
security interest in substantially all of the assets of the Company. The
Agreement also contains a minimum tangible net worth requirement. In
addition, CBC was granted warrants to purchase 37,500 shares of stock at $4
per share, expiring June 30, 2002.
In conjunction with the Agreement, the Company obtained an Intercreditor
and Subordination Agreement between CBC and Sirrom. This agreement provides
that Sirrom subordinate its first security interest in the assets of the
Company to CBC, however, the priority interest of CBC in the Company's real
estate is limited to $500,000. As consideration for its waiver of its first
security interest in the assets of the Company, Sirrom was granted warrants
to purchase 50,000 shares of stock at $5 per share, exercisable at any time
from June 6, 1997 and expiring on June 6, 2002.
Aggregate notes and debt obligations outstanding at December 31, 1997
mature as follows:
1998 - $98,363; 1999 - $80,373; 2000 - $1,525,777; 2001 - $35,119; 2002 -
$1,061,804.
8
<PAGE>
NOTE 5 - PROBABLE MERGER
MERGER. On October 27, 1997, the Company entered into a letter of intent with
Electro-Catheter Corporation ("Elecath"), a New Jersey corporation, to effect a
merger of a wholly-owned subsidiary of the Company ("Sub"), into and with
Elecath (the "Merger") as a result of which Elecath will become a wholly-owned
subsidiary of the Company.
The structure of the transaction contemplates that upon effectiveness of the
Merger, holders of Elecath's common stock, $.10 par value per share ("Elecath
Common Stock"), will receive two-thirds of a share of common stock of the
Company, $.10 par value per share ("Cardiac Common Stock"), for each share of
Elecath Common Stock held. No fractional shares will be issued in the Merger.
The stockholders of the Company will continue to hold their shares of Cardiac
Common Stock without change in number, designation, terms or rights.
Consummation of the Merger and transactions contemplated thereby are subject to
the satisfaction of certain conditions, including, among other things, (I) the
execution of a definitive agreement reflecting the intentions of the parties
(the "Merger Agreement"); (ii) The approval and adoption of the Merger Agreement
and the Merger by the stockholders of Elecath; and (iii) the registration under
the Securities Act of 1933, as amended, and all applicable state securities
laws, of the shares of Cardiac Common Stock to be issued pursuant to the Merger.
Any of the conditions to the obligations of the Company, Sub or Elecath to
consummate the Merger (other than the required stockholder approval) may be
waived or modified by the party that is, or whose stockholders are, entitled to
the benefits thereof.
Elecath is based in Rahway, New Jersey and is engaged in the business of the
design, development, manufacture, marketing and sale of catheters and related
devices utilized in connection with illnesses of the heart and circulatory
system.
The Company believes the Merger may allow certain efficiencies to improve
operating performance and that the broader product line may provide for a more
effective marketing and distribution process. There can be no assurance,
however, that consummation of the Merger will yield positive operating results
in the future.
9
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS
OF OPERATIONS
This Quarterly Report on Form 10-QSB contains forward looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.
Additional written or oral forward looking statements may be made by the Company
from time to time in filings with the Securities and Exchange Commission or
otherwise. Such statements may include, but not be limited to, projections of
revenues, income, or loss, capital expenditures, plans for future operations,
financing needs or plans, and plans relating to product or services of the
Company, as well as assumptions relating to the foregoing. The words "believe,"
"expect," "anticipate," "estimate, "project," and similar expressions identify
forward looking statements, which speak only as of the date such statement is
made. Forward looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified and certain of
which are beyond the Company's control and actual results may differ materially
depending on a variety of important factors including the sources for sufficient
capital to meet the Company's growth and operation, the ability of the Company
to continually develop new, advanced products, the length of the regulatory
review process for new or advanced products, the availability of raw materials,
expansion of sales volume, changes in economic conditions, demand for the
Company's products, and changes in the regulatory and competitive environment.
Statements in this Quarterly Report, including the Notes to the Financial
Statements and "Management's Discussion and Analysis of Financial Position and
Results of Operations", describe factors, among others, that could contribute to
or cause such differences.
FINANCIAL POSITION AND LIQUIDITY
The Company's liquidity benefited from the loan agreement dated June 13, 1997
with Coast Business Credit (CBC) for a maximum borrowing of $3.5 million, of
which $1.3 million was drawn at December 31, 1997.
Cash used by operations during the first nine months of fiscal 1998 approximated
$626,816. Capital expenditures, repayment of debt and capital lease
obligations, and deferred financing costs additionally utilized $436,033,
$196,868 and $310,449 respectively. Proceeds of notes and debt obligations
payable approximated $1,427,347. Overall, negative cash flow for the first nine
months of fiscal 1998 was $141,761.
As of December 31, 1997, the Company had commitments of approximately $24,000
for the acquisition of capital assets. It had material commitments pursuant to
certain inventory procurement contracts of $875,360 at December 31, 1997.
RESULTS OF OPERATIONS
Three Months Ended December 31, 1997 versus Three months Ended December 31,
1996.
OVERVIEW. The Company's total revenues for the third quarter of fiscal 1998
decreased by 7.7% to $1.62 million as compared to $1.75 million for the third
quarter of fiscal 1997. Sales decreased from $1.11 million in the third quarter
of fiscal 1997 by 8.9% to $1.01 million in the third quarter of fiscal 1998. In
the third quarter of fiscal 1998 in the domestic market, sales of pacers fell by
17.3% as compared to the third quarter of fiscal 1997, and sales of leads
declined by 7.0%, giving an overall reduction of 13.2%. During the third
quarter of fiscal 1998, international sales increased by 12.2% over those
achieved during the third quarter of fiscal 1997. Royalty income decreased from
$0.64 million in the third quarter of fiscal 1997 to $0.60 million in the third
quarter of fiscal 1998. Royalty income represents royalties from Sulzer
Intermedics, Inc. pursuant to a license agreement between the Company and Sulzer
Intermedics; royalty receipts under this agreement terminate on January 22,
1998. Total operating costs in the third quarter of fiscal 1998 were $293,399
lower than those incurred during the third quarter of fiscal 1997, resulting in
an operating profit of $14,017 in the third quarter of fiscal 1998 as compared
to an operating loss of $144,687 in the third quarter of fiscal 1997.
10
<PAGE>
SALES. Total sales during the third quarter of fiscal 1998 decreased by
$98,295, or 8.9%, to $1,011,110 from the level of $1,109,405 achieved during the
third quarter of fiscal 1997, largely due to decreased sales of ancillary
equipment and components. Sales of pacers decreased in the domestic market but
increased in the international markets due to the build up of activity in Japan.
Sales of pacer components in the European market declined in the third quarter
of fiscal 1998 from the volume achieved in the third quarter of fiscal 1997.
Sales of electrode leads declined in the domestic market, but this decline was
more than compensated by the build up of domestic shipments of defibrillator
leads and increased quantities and selling prices of electrode leads in the
international market.
Sales by geographic area for the third quarters of fiscal 1998 and fiscal 1997
were as follows:
<TABLE>
<CAPTION>
----------------------------------------------------------------------
Geographic Area 1998 1997
----------------------------------------------------------------------
<S> <C> <C>
United States...................... $ 800,609 $ 921,852
Europe............................. 210,501 187,553
---------------------------
$1,011,110 $1,109,405
----------------------------------------------------------------------
</TABLE>
ROYALTY INCOME. Royalty income represents royalty fees from Sulzer Intermedics
Inc. pursuant to a license agreement between the Company and Intermedics whereby
the Company licensed the technology relating to its single-pass atrial-
controlled ventricular pacing system. The future potential royalties to be
recorded over the remaining life of the Agreement, under which royalty receipts
will terminate on January 22, 1998, are estimated at $160,000.
COST OF PRODUCTS SOLD. The cost of products sold in the third quarter of fiscal
1998 was $590,896, compared to $707,597 in the third quarter of fiscal 1997,
representing a decrease of 16.5% as compared with the decrease of 8.9% in
sales, which improved the rate of gross margin from 36.2% to 41.6%. This
improvement was due to a change in customer mix, with a higher proportion of
sales in the current quarter than in the prior year comparative quarter going to
the Japanese market, where selling prices and margins are higher than in the
Company's other markets.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $582,913 in the third quarter of fiscal 1998,
representing a decrease of 22.5% from $752,070 in the third quarter of fiscal
1997 due to reductions in royalty and sales commission expenses.
ENGINEERING, RESEARCH AND DEVELOPMENT EXPENSES. Engineering, research and
development costs were $427,784 in the third quarter of fiscal 1998, which was a
decrease of 1.7% from $435,325 in the third quarter of fiscal 1997.
OTHER INCOME AND EXPENSES. Interest income was $1,018 during the third quarter
of fiscal 1998, compared to $995 during the third quarter of fiscal 1997. Total
interest expense increased from $114,939 in the third quarter of fiscal 1997 to
$128,851 in the third quarter of fiscal 1998. Interest paid to Sirrom Capital
Corporation in respect of a secured loan of $1,500,000 granted on March 31, 1995
was $51,041 in both the third quarter of fiscal 1998 and the third quarter of
fiscal 1997. Interest in the sum of $38,575 was paid to Coast Business Credit
("CBC") during the third quarter of fiscal 1998 in respect of a secured loan
agreement dated June 13, 1997. The balance of principal outstanding on December
31, 1997 pursuant to the CBC secured loan was $1,318,054. Debt amortization
costs decreased from $54,284 in the third quarter of fiscal 1997 by $16,424 to
$37,860 in the third quarter of fiscal 1998.
Nine Months Ended December 31, 1997 versus Nine months Ended December 31, 1996.
OVERVIEW. The Company's total revenues for the first three quarters of fiscal
1998 decreased by 6.4% to $4.80 million as compared to $5.14 million for the
first three quarters of fiscal 1997. Sales decreased from $3.28 million in the
first three quarters of fiscal 1997 to $2.90 million in the first three quarters
of fiscal 1998. Royalty income
11
<PAGE>
increased from $1.85 million in the first three quarters of fiscal 1997 to $1.90
million in the first three quarters of fiscal 1998. Royalty income represents
royalty fees from Sulzer Intermedics, Inc. pursuant to a License Agreement
between the Company and Sulzer Intermedics; royalty receipts under this
agreement terminate on January 22, 1998. Total operating costs in the first
three quarters of fiscal 1998 were $553,247 lower than those incurred during the
first three quarters of fiscal 1997, resulting in an operating loss of $183,456
in the first three quarters of fiscal 1998 compared to an operating loss of
$406,362 in the first three quarters of fiscal 1997.
SALES. Total sales during the first three quarters of fiscal 1998 decreased
from $3,280,579 in the first three quarters of fiscal 1997 by $375,691 or 11.5%
to $2,904,888. A decline in sales of electrode leads in the OEM domestic market
was partially offset by the commencement of sales of defibrillator leads. Sales
through independent representatives during the first three quarters of fiscal
1998 in the domestic market declined compared to such sales during the first
three quarters of fiscal 1997, but this domestic decline was more than offset by
the increased volume and improved prices in respect of sales through
international distributors.
Sales by geographic area for the first nine months of fiscal 1998 and 1997 are
as follows:
<TABLE>
<CAPTION>
----------------------------------------------------------------------
Geographic Area 1998 1997
----------------------------------------------------------------------
<S> <C> <C>
United States...................... $2,314,018 $2,784,326
Europe............................. 590,870 496,253
---------------------------
$2,904,888 $3,280,579
----------------------------------------------------------------------
</TABLE>
ROYALTY INCOME. Royalty income represents royalty fees from Sulzer Intermedics
Inc. pursuant to a license agreement between the Company and Intermedics whereby
the Company licensed the technology relating to its single-pass atrial-
controlled ventricular pacing system. The future potential royalties to be
recorded over the remaining life of the Agreement, under which royalty receipts
will terminate on January 22, 1998, are estimated at $160,000.
COST OF PRODUCTS SOLD. The cost of products sold during the first three
quarters of fiscal 1998 was $1,742,956 compared to $1,872,269 in the first three
quarters of fiscal 1997, representing a decrease of 6.9% as compared to a
decrease of 11.5% in sales, which reduced the rate of gross margin from 42.9% in
the first three quarters of fiscal 1997 to 40% in the first three quarters of
fiscal 1998. This reduction was largely due to reduced selling prices for pacer
components during the first three quarters of fiscal 1998 in the European market
compared to the component prices obtained during the first three quarters of
fiscal 1997 in that market.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $1,939,038 in the first three quarters of fiscal
1998, representing a decrease of $362,567 or 16% from $2,301,605 incurred in the
first three quarters of fiscal 1997. Selling expenses decreased from $1,242,995
in the first three quarters of fiscal 1997 by $411,615 or 36% to $831,380 in the
first three quarters of fiscal 1998 due to reductions in royalty and sales
commission expenses; general and administrative expenses increased from
$1,058,610 in the first three quarters of fiscal 1997 by $49,048 or 4.6% to
$1,107,658 in the first three quarters of fiscal 1998.
ENGINEERING, RESEARCH AND DEVELOPMENT EXPENSES. Engineering, research and
development costs were $1,306,475 in the first three quarters of fiscal 1998
compared to $1,367,842 during the first three quarters of fiscal 1997 due to
continuing development activities in advanced single lead pacing technologies.
OTHER INCOME AND EXPENSES. Interest income was $8,969 during the first three
quarters of fiscal 1998, compared to $17,269 during the first three quarters of
fiscal 1997. Total interest expense in the first three quarters of fiscal 1997
decreased from $380,823, which included $71,597 paid to Sulzer Intermedics, Inc.
in respect of the outstanding proceeds of a promissory note which was fully
repaid in the fourth quarter of fiscal 1997, to $339,857 in the first
12
<PAGE>
three quarters of fiscal 1998. Interest paid to Sirrom Capital Corporation in
respect of a secured loan of $1,500,000 granted on March 31, 1995 was $152,569
in both the first three quarters of fiscal 1998 and the first three quarters of
fiscal 1997. Interest in the sum of $72,167 was paid in the first three quarters
of fiscal 1998 to Coast Business Credit ("CBC") in respect of a secured loan
agreement dated June 13, 1997. The balance of principal outstanding on December
31, 1997 pursuant to the CBC secured loan was $1,318,054. Debt amortization
costs decreased from $161,129 in the first three quarters of fiscal 1997 by
$60,995 to $100,134 in the first three quarters of fiscal 1998.
OPERATING TRENDS AND UNCERTAINTIES
SALES. The ability of the Company to maintain a profitable level of operations
is dependent upon expansion of sales volume, both domestically and
internationally and continued development of advanced, new products. The
Company believes that with continued development and the commercial release of
its advanced, new atrial-controlled ventricular pacing systems and the
introduction of its new line of more competitive pacing products, it will have
the potential to improve its sales and the recruitment of additional sales
representatives.
Until recently, the Company was the only manufacturer commercially marketing
single-lead atrial-controlled ventricular pacemakers. However, Intermedics
Inc., a competitor of the Company, received FDA clearance to commercially market
a single-lead atrial-controlled ventricular pacemaker that it developed
utilizing the Company's technology pursuant to license and supply agreements
with the Company. Intermedics commenced marketing its new pacemakers in March
1995. Medtronic, Inc. has also commenced marketing a new single-lead atrial-
controlled pacemaker in the United States.
Although the introduction of the new Intermedics and Medtronic pacemakers pose
competition for the Company, management believes that the Company can benefit
from such competition since they will increase the visibility of single-lead
atrial-controlled ventricular pacemakers in the marketplace and thereby increase
market acceptance of the product. Further, management believes that there is a
sufficient market to accommodate both the Company's and competitive pacemakers.
The Company estimates that its market share of pacemakers generally is less than
1% of an estimated total worldwide market of $2 billion per year.
Various factors impact on a firm's ability to increase market share including,
but not limited to the financial strength of the firm, the ability of the firm
and its competitors, and the time involved in obtaining FDA clearance for new or
improved products. Therefore, although management believes that the Company is
well poised for viable growth, management cannot predict the degree of market
share the Company can obtain. Factors beyond the Company's control may impede
its progress and in such event, its business and operations would be adversely
impacted.
The Company's ability to successfully compete with other pacemaker manufacturers
will depend on the Company's ability to supply a competitively featured product,
to recruit and increase a quality sales force, and to continue to develop and
release new advanced products. The Company historically has been restricted in
its marketing capabilities due to financial constraints impeding its ability to
supply products and recruit and train a sales force. As discussed above, the
manufacture and sale of leads to Intermedics produces income for the Company.
The Company sells electrode leads to Intermedics for its new systems under an
Amended and Restated Supply Contract that terminates on August 1, 1998. The
Company also receives royalties from Intermedics sales of its products
incorporating the licensed technology under an Amended and Restated License
Agreement, however, these royalties terminate on January 22, 1998. The Company
anticipates continuing to supply components to Intermedics under the supply
agreement for the forseeable future. An increase in demand for components by
Intermedics will put further demands on the Company to supply the products;
however, with the anticipated cash flow from such orders that would be generated
under the supply agreements, plus anticipated positive cash flow from sales of
other products by the Company, management believes that the Company will be in a
position to accommodate an increase in orders.
13
<PAGE>
It is anticipated that Intermedics will eventually develop its own manufacturing
capability for electrode leads necessary for its new pacemakers. However, any
such development will take time. Although the Company does not know how long it
will take Intermedics to develop its own manufacturing capability, added to any
such development period would be the time necessary to obtain FDA clearance of
its manufacturing process. Thus, although the Company cannot guarantee that it
will continue to supply Intermedics with products, the Company anticipates
continuing to provide Intermedics with components for the forseeable future.
However, in the event Intermedics receives FDA approval in a shorter time-frame
than anticipated, or other events occur which causes a decrease in Intermedics'
orders, the Company's business and operating results would be adversely
affected.
The Company has executed agreements with a leading manufacturer of
defibrillation equipment for the design and supply of defibrillator leads.
Delivery of product under these agreements has commenced, and the Company
expects to continue delivery for the next several years.
SOURCES OF SUPPLY. E.I. DuPont de Nemours & Company has discontinued supplying
materials to medical device manufacturers for use in implantable medical
devices. This action by the material supplier impacts the Company through lead
insulation material currently in use. A replacement for the DuPont supplied
material has been identified which meets the manufacturing requirements.
Application for approval of the replacement material has been presented to FDA
and is presently being reviewed. FDA approval of the replacement material is
anticipated to be forthcoming based on the satisfactory outcome of testing in
progress. The Company believes, however, that it has a sufficient quantity of
the DuPont material to meet the company's demands for several years.
Suppliers of custom Application Specific Integrated Circuits (ASIC's) have
advised that the technology used to produce these integrated circuits will no
longer be supported. As such, the Company placed one last bulk order to ensure
the availability of sufficient integrated circuits to satisfy projected demands
for product.
PROBABLE MERGER. On October 27, 1997, the Company entered into a letter of
intent with Electro-Catheter Corporation ("Elecath"), a New Jersey corporation,
to effect a merger of a wholly-owned subsidiary of the Company ("Sub"), into and
with Elecath (the "Merger") as a result of which Elecath will become a wholly-
owned subsidiary of the Company.
The structure of the transaction contemplates that upon effectiveness of the
Merger, holders of Elecath's common stock, $.10 par value per share ("Elecath
Common Stock"), will receive two-thirds of a share of common stock of the
Company, $.10 par value per share ("Cardiac Common Stock"), for each share of
Elecath Common Stock held. No fractional shares will be issued in the Merger.
The stockholders of the Company will continue to hold their shares of Cardiac
Common Stock without change in number, designation, terms or rights.
Consummation of the Merger and transactions contemplated thereby are subject to
the satisfaction of certain conditions, including, among other things, (I) the
execution of a definitive agreement reflecting the intentions of the parties
(the "Merger Agreement"); (ii) The approval and adoption of the Merger Agreement
and the Merger by the stockholders of Elecath; and (iii) the registration under
the Securities Act of 1933, as amended, and all applicable state securities
laws, of the shares of Cardiac Common Stock to be issued pursuant to the Merger.
Any of the conditions to the obligations of the Company, Sub or Elecath to
consummate the Merger (other than the required stockholder approval) may be
waived or modified by the party that is, or whose stockholders are, entitled to
the benefits thereof.
Elecath is based in Rahway, New Jersey and is engaged in the business of the
design, development, manufacture, marketing and sale of catheters and related
devices utilized in connection with illnesses of the heart and circulatory
system.
14
<PAGE>
The Company believes the Merger may allow certain efficiencies to improve
operating performance and that the broader product line may provide for a more
effective marketing and distribution process. There can be no assurance,
however, that consummation of the Merger will yield positive operating results
in the future.
INFLATION AND CHANGING PRICES
In the opinion of Company management, the rate of inflation during the past two
fiscal years has not had any material impact on the Company's operations.
Because of the implementation of cost containment and new Medicare regulations,
any increase in sales revenues is expected to result from an increase in the
volume of business rather than from an increase in selling prices. The Company's
pricing structure may not reflect inflation rates, due to constraints of
Medicare regulations, market conditions and competition.
15
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On January 4, 1994, a financial brokering and consulting firm filed suit
against the Company in the Circuit Court of the 11th Judicial Circuit in and for
Dade County, Florida (the "Court"), alleging that the Company had breached
certain contractual duties and obligations. The suit requests a judgment
requiring the Company to deliver warrants to purchase 15% of the Company's
common stock, and damages in excess of $15,000. The Company denied liability
and filed a counterclaim alleging that the brokering firm fraudulently induced
the Company into the Agreement then breached the Agreement and certain fiduciary
duties. Management plans to vigorously defend the lawsuit and pursue its
counterclaims. In the opinion of management, this action has no merit and the
ultimate outcome is not expected to materially affect the financial position of
the Company.
ITEM 2. CHANGES IN COMPANY'S SECURITIES
On August 29, 1997, the Company issued shares in payment of a portion of
outstanding Directors' fees to those outside Directors named below, which fees
were payable in part on March 31, 1996 and in part on March 31, 1997.
<TABLE>
<CAPTION>
--------------------------------------------
Outstanding Shares of Common Stock
Directors' Fees issued @ $1.4375 in
payable in Shares payment of outstanding
of Common Stock Directors' Fees/1/
- -------------------------------------------------------------------------------------------
<S> <C> <C>
William H. Burns, Jr. $7,000 4,870
Larry Haimovitch $7,000 4,870
Augusto Ocana $6,000 4,174
Robert Rylee $7,000 4,870
Tracey Young $7,000 4,870
- -------------------------------------------------------------------------------------------
</TABLE>
1. The issuance price of $1.4375 was the closing price on March 31, 1997.
On September 12, 1997, the Company issued 5,714 shares of common stock to
outside Director William H. Burns Jr. pursuant to an agreement for consulting
services dated November 1995 between the Company and Biosight Inc., of which Mr.
Burns is President and principal shareholder. The consulting agreement provided
for payment of $20,000 in shares of common stock at $3.50 per share.
All of the foregoing individuals are accredited investors (directors of the
Company). All of the foregoing stock issuances were entered into by the Company
in reliance on Section 4(2) of the Securities Act of 1933. The foregoing
individuals indicated their investment intent and the stock certificates bear a
legend accordingly.
ITEM 3. DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES
None
ITEM 4. RESULTS OF VOTES OF SECURITY HOLDERS
The Company held its annual meeting of shareholders on November 12, 1997, for
the purposes of : (1) electing the Company's Board of Directors and (2)
ratifying the appointment of BDO Seidman LLP as the Company's
16
<PAGE>
independent auditors for the year ended March 31, 1998. Proxies were solicited
by the Company under Regulation 14A of the Securities and Exchange Commission's
proxy rules, and there was no solicitation in opposition to management's
nominees for directors listed in the Proxy Statement. A summary of the votes
cast for and against each of the matters set forth in the Proxy Statement is set
forth below:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Votes For Votes Against
---------------------------------
Election of Directors:
<S> <C> <C>
William H. Burns........................................... 1,524,625 10,352
Bart C. Gutekunst.......................................... 1,524,625 10,352
Larry Haimovitch........................................... 1,524,625 10,352
Augusto Ocana.............................................. 1,453,196 81,781
Alan J. Rabin.............................................. 1,524,625 10,352
Robert T. Rylee............................................ 1,524,625 10,352
Tracey E. Young............................................ 1,524,131 10,846
Ratification of Independent Accountants.................... 1,525,915 2,986
- ----------------------------------------------------------------------------------------------
</TABLE>
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
6(a). EXHIBITS
Exhibits filed in Part II of this Report are as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Exhibit Sequential Page Number or
Number Description Incorporation by Reference to
- -----------------------------------------------------------------------------------------------------
<C> <S> <C>
3.0 Certificate of Incorporation Exhibit 3.0 to Amendment No. 1 to Form S-1
of the Company, as amended Registration Statement filed on February 1, 1988,
Registration No. 33-16490 and Form 10-K for the year
ended March 31, 1990, File No. 0-14653
3.1 Amendment to Certificate of Exhibit 3.1 to Form S-1 Registration Statement filed
Incorporation on March 2, 1995, Registration No. 33-89938
3.2 By-Laws of the Company Exhibit 3.1 to Form S-18 Registration Statement
filed on October 16, 1985, Registration No. 33-9208
3.3 Amendment to Bylaws Exhibit 3.3 to Form S-1 Registration Statement filed
on March 2, 1995, Registration No. 33-89938
4.0 Form of Common Stock Exhibit 4.0 to Form S-1 Registration Statement filed
Certificate on March 2, 1995, Registration No. 33-89938
4.1 Form of Sales Representative Exhibit 4.13 to Form 10-Q for the Quarter Ended
Stock Option Agreement September 30, 1988, File No. 0-14653
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Exhibit Sequential Page Number or
Number Description Incorporation by Reference to
- -----------------------------------------------------------------------------------------------------
<C> <S> <C>
4.2 Cardiac Control Systems, Inc. Exhibit 4.15 to Form 8-K Current Report dated
5% Convertible Debenture due October 11, 1994, File No. 0-14653
October 31, 1999
4.3 Combined 1987-1992 Exhibit 4.8 to Amendment No. 1 to Form S-1
Non-Qualified Stock Option Registration Statement filed on April 17, 1995,
Plan Registration No. 33-89938
4.4 Stock Purchase Warrant dated Exhibit 4.1 to Form 8-K Current Report, dated
March 31, 1995 in favor of March 31, 1995, File No. 0-14653
Sirrom Capital Corporation
4.5 Stock Purchase Warrant, dated Exhibit 4.2 to Form 8-K Current Report, dated
March 31, 1995 in favor of March 31, 1995, File No. 0-14653
Dow Corning Enterprises, Inc.
4.6 Stock Puchase Warrant, dated Exhibit 4.6 to Form 10-KSB for the year ended
October 15, 1995 in favor of March 31, 1996, File No. 0-14653
Sirrom Capital Corporation
4.7 Stock Purchase Warrant, dated Exhibit 4.7 to Form 10-KSB for the year ended
March 29, 1996 in favor of March 31, 1996, File No. 0-14653
Grupo Taper, S.A.Exhibit
10.0 License Agreement between Exhibit 10.1 to Form 10-Q for the Quarter Ended
Hughes/Bertolet and the September 30, 1986, File No. 0-14653
Company
10.1 Settlement Agreement and Exhibit 10.2 to Form 10-K for the Year Ended
Release between Applied March 31, 1990, File No. 0-14653
Cardiac Electro-physiology
and the Company
10.2 Amended and Restated License Exhibit 10.19 to Form 8-K Current Report, dated
Agreement between Intermedics April 2, 1993, File No. 0-14653
Inc. and the Company, dated
April 2, 1993
10.3 Amended and Restated Supply Exhibit 10.20 to From 8-K Current Report, dated
Contract between Intermedics April 2, 1992, File No. 0-14653
Inc. and the Company, dated
April 2, 1993
10.4 Employment Agreement between Exhibit 10.24 to Form 8-K Current Report, dated
Bart C. Gutekunst and the October 11, 1994, File No. 0-14653
Company, dated October 13,
1994
10.5 Employment Agreement between Exhibit 10.25 to Form 8-K Current Report, dated
Alan J. Rabin and the October 11, 1994, File No. 0-14653
Company, dated October 13,
1994
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Exhibit Sequential Page Number or
Number Description Incorporation by Reference to
- -----------------------------------------------------------------------------------------------------
<C> <S> <C>
10.6 Agreement between LEM Exhibit 10.13 to Form 10-Q for the Quarter Ended
Biomedica, s.r.l. and the December 31, 1994, File 0-14653
Company, dated October 1, 1994
10.7 Agreement between the Company Exhibit 10.12 to Form S-1 Registration Statement
and Alan J. Rabin and Bart C. filed on March 2, 1995, Registration No. 33-89938
Gutekunst, dated July 1, 1994
10.8 Form of Indemnification Exhibit 10.13 to Form S-1 Registration Statement
Agreement between the Company filed on March 2, 1995, Registration No. 33-89938
and each Director, executed
December 1994
10.9 Employment Agreement between Exhibit 10.14 to Form S-1 Registration Statement
Robert R. Brownlee and the filed on March 2, 1995, Registration No. 33-89938
Company dated as of
October 1, 1994
10.10 Loan and Security Agreement Exhibit 10.1 to Form 8-K Current Report, dated
between the Company and March 31, 1995, File No. 0-14653
Sirrom Capital Corporation,
dated March 31, 1995
10.11 $1,500,000 Secured Promissory Exhibit 10.2 to Form 8-K Current Report, dated
Note in favor of Sirrom March 31, 1995, File No. 0-14653
Capital Corporation, dated
March 31, 1995
10.12 Mortgage, Assignment of Rents Exhibit 10.3 to Form 8-K Current Report, dated
and Leases, and Security March 31, 1995, File No. 0-14653
Agreement in favor of Sirrom
Capital Corporation, dated
March 31, 1995
10.13 Second Mortgage and Security Exhibit 10.4 to Form 8-K Current Report, dated
Agreement in favor of Bart March 31, 1995, File No. 0-14653
Gutekunst, as trustee, dated
March 31, 1995
10.14 Subordination Agreement Exhibit 10.5 to Form 8-K Current Report, dated
between the Company Sirrom March 31, 1995, File No. 0-14653
Capital Corporation, and the
Debentureholders, dated
March 31, 1995
10.15 Promissory Note and Security Exhibit 10.16 to Form 10-QSB for the Quarter ended
Agreement between Intermedics September 30, 1995, File No. 0-14653
Inc., and the Company dated
October 20, 1995
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Exhibit Sequential Page Number or
Number Description Incorporation by Reference to
- -----------------------------------------------------------------------------------------------------
<C> <S> <C>
10.16 Amendment 2 to Supply Exhibit 10.17 to Form 10-QSB for the Quarter ended
Contract between Intermedics September 30, 1995, File No. 0-14653
Inc., and the Company, dated
October 20, 1995
10.17 Amendment 2 to License Exhibit 10.18 to Form 10-QSB for the Quarter ended
Agreement between Intermedics September 30, 1995, File No. 0-14653
Inc., and the Company, dated
October 20, 1995
10.18 Distribution Agreement Exhibit 10.19 to Form 10-QSB for the Quarter ended
between Grupo Taper S.A. and December 31, 1995, File No. 0-14653
the Company, dated
December 20, 1995
10.19 Distribution Agreement Exhibit 10. to Form 10-QSB for the Quarter ended
between LEM Biomedica s.r.l. September 30, 1996, File No. 0-14653
and the Company, dated
October 1, 1996
10.20 Security Agreement and Exhibit 10.20 to Form 10-QSB for the Quarter ended
Secured Promissory Note September 30, 1996, File No. 0-14653
between Bart C. Gutekunst and
the Company dated October 28,
1996.
10.21 Security Agreement and Exhibit 4.1 to Form 10-KSB for the year ended
Secured Promissory Note March 31, 1997, File No. 0-14653
between Bart C. Gutekunst and
the Company, dated March 24,
1997.
10.22 Security Agreement and Exhibit 10.23 to Form 10-QSB for the quarter ended
Secured Promissory Note June 30, 1997.
between Alan J. Rabin and the
Company, dated April 15, 1997.
10.23 Security Agreement and Exhibit 10.24 to Form 10-QSB for the quarter ended
Secured Promissory Note June 30, 1997.
between Bart C. Gutekunst and
the Company, dated April 21,
1997.
10.24 Loan and Security Agreement Exhibit 10.1 to Form 8-K Current Report dated
Coast Business Credit and the June 13, 1997, File No. 0-14653
Company, dated June 13, 1997
10.25 $300,000 Secured Promissory Exhibit 10.2 to Form 8-K Current Report dated
Note of the Company to Coast June 13, 1997, File No. 0-14653
Business Credit, dated
June 13, 1997
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Exhibit Sequential Page Number or
Number Description Incorporation by Reference to
- -----------------------------------------------------------------------------------------------------
<C> <S> <C>
10.26 $500,000 CAPEX Promissory Exhibit 10.3 to Form 8-K Current Report dated
Note of the Company to Coast June 13, 1997, File No. 0-14653
Business Credit, dated
June 13, 1997
10.27 Intercreditor and Exhibit 10.4 to Form 8-K Current Report dated
Subordination Agreement June 13, 1997, File No. 0-14653
between Coast Business Credit
and Sirrom Capital Corporation
10.28 Mortgage and Security Exhibit 10.5 to Form 8-K Current Report dated
Agreement between the Company June 13, 1997, File No. 0-14653
and Coast Business Credit
10.29 Security Agreement Exhibit 10.6 to Form 8-K Current Report dated
(Intellectual Property) June 13, 1997, File No. 0-14653
between the Company and Coast
Business Credit
10.30 Grant of Security Interest - Exhibit 10.7 to Form 8-K Current Report dated
Patents in favor of Coast June 13, 1997, File No. 0-14653
Business Credit
27 Financial Data Schedule Included herewith
- -----------------------------------------------------------------------------------------------------
</TABLE>
Copies of the above described exhibits will be furnished to the stockholders
upon written request, addressed to President and Chief Executive Officer,
Cardiac Control Systems, Inc., 3 Commerce Boulevard, Palm Coast, Florida 32164.
6(B). REPORTS ON FORM 8-K
The Company filed Form 8-K dated October 27, 1997 to report that the Company
and Electro Catheter Corporation, Inc. had signed a letter of intent to merge
the two companies into one company targeted towards the development and
marketing of advanced specialty electrophysiology products.
21
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CARDIAC CONTROL SYSTEMS, INC.
(Registrant)
Date: February 9, 1998 By: /s/ Alan J. Rabin
---------------- ---------------------------------------
Alan J. Rabin
President and Chief Executive Officer
Date: February 9, 1998 By: /s/ W. Alan Walton
---------------- ---------------------------------------
W. Alan Walton
Executive Vice President and Chief
Operating Officer
22
<PAGE>
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23
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> MAR-31-1998 MAR-31-1998
<PERIOD-START> OCT-01-1997 APR-01-1997
<PERIOD-END> DEC-31-1997 DEC-31-1997
<CASH> 43,702 43,702
<SECURITIES> 799 799
<RECEIVABLES> 1,299,724 1,299,724
<ALLOWANCES> 17,686 17,686
<INVENTORY> 1,641,192 1,641,192
<CURRENT-ASSETS> 3,246,726 3,246,726
<PP&E> 5,638,955 5,638,955
<DEPRECIATION> 3,608,608 3,608,608
<TOTAL-ASSETS> 6,087,827 6,087,827
<CURRENT-LIABILITIES> 1,891,791 1,891,791
<BONDS> 0 0
0 0
0 0
<COMMON> 264,874 264,874
<OTHER-SE> 1,148,531 1,148,531
<TOTAL-LIABILITY-AND-EQUITY> 6,087,827 6,087,827
<SALES> 1,011,110 2,904,888
<TOTAL-REVENUES> 1,615,610 4,805,013
<CGS> 590,896 1,742,956
<TOTAL-COSTS> 1,601,593 4,988,469
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 128,851 339,857
<INCOME-PRETAX> (113,816) (513,403)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (113,816) (513,403)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (113,816) (513,403)
<EPS-PRIMARY> (.04) (0.19)
<EPS-DILUTED> (.04) (0.19)
</TABLE>
