<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended October 1, 1995,
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from to .
-------- ------
Commission File No. 0-13401
PHOENIX MEDICAL TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
(exact name of small business issuer as specified in its charter)
Delaware 31-092-9195
- ------------------------------ ---------------------
(State or other jurisdic- (I.R.S. Employer
tion of incorporation Identification No.)
or organization)
U.S. Hwy. 521 West, Andrews, South Carolina 29510
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(Address of principal executive offices) (Zip Code)
(803)221-5100
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(Issuer's telephone number, including area code)
Not Applicable
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(Former name, former address, and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
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Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, without par value 1,963,563
--------------------------------
(Outstanding at October 1, 1995)
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PHOENIX MEDICAL TECHNOLOGY, INC.
CONDENSED BALANCE SHEETS
October 1, 1995 and December 31, 1994
<TABLE>
<CAPTION>
October 1 December 31
1995 1994
(Unaudited) *
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 97,682 $ 46,419
Receivables 1,563,998 1,544,337
Inventories (Note 2) 1,263,384 934,421
Prepaid expenses 60,963 96,182
- --------------------------------------------------------------------------------------------------------------------
Total current assets 2,986,027 2,621,359
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Operating property, plant and equipment
- at cost 11,651,825 11,618,088
Less accumulated depreciation (7,615,116) (7,294,268)
- --------------------------------------------------------------------------------------------------------------------
Net operating property, plant and equipment 4,036,709 4,323,820
- --------------------------------------------------------------------------------------------------------------------
Nonoperating equipment, net 751,008 751,008
Other assets, net 341,306 97,830
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Total assets $ 8,115,050 $ 7,794,017
====================================================================================================================
LIABILITIES AND SHAREHOLDERS' INVESTMENT (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses $ 1,315,115 $ 818,656
Current portion of long term debt 168,919 143,196
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Total current liabilities 1,484,034 961,852
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Long term debt 3,887,892 8,871,095
Other liabilities 1,188,475 1,509,963
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Total liabilities 6,560,401 11,342,910
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Shareholders' investment (deficit):
Shares issued and outstanding:
1,963,563 shares 10/1/95 and 12/31/94 196,356 196,356
Paid-in capital 7,224,503 7,224,503
Warrant 1,235,184 -0-
Deficit (7,101,394) (10,969,752)
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Total shareholders' investment (deficit) 1,554,649 (3,548,893)
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Total liabilities and shareholders'
investment (deficit) $ 8,115,050 $ 7,794,017
====================================================================================================================
</TABLE>
* Condensed from audited financial statements.
See accompanying notes to unaudited condensed financial statements.
2
<PAGE> 3
PHOENIX MEDICAL TECHNOLOGY, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
Oct 1, 1995 Oct 2, 1994 Oct 1, 1995 Oct 2, 1994
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<S> <C> <C> <C> <C>
Net sales $ 3,415,429 $ 2,979,878 $10,107,682 $ 9,891,980
Operating expenses:
Cost of goods sold (3,070,552) (2,586,415) (9,172,291) (8,557,225)
Selling, and administrative expense (394,867) (406,791 (1,216,786) (1,230,542))
- ------------------------------------------------------------------------------------------------------------------------
(Loss) Income from operations (49,990) (13,328) (281,395) 104,213
Other expense and income:
Interest expense, net (138,169) (186,984) (470,522) (499,741)
Miscellaneous income, net 545 398 1,433 3,590
- -----------------------------------------------------------------------------------------------------------------------
Loss before reorganization and
extraordinary items (187,614) (199,914) (750,484) (391,938)
Reorganization items
U.S. Trustee fees -0- -0- -0- (5,001)
Other -0- -0- -0- (3,973)
- ------------------------------------------------------------------------------------------------------------------------
Loss before extraordinary items (187,614) (199,914) (750,484) (400,912)
Extraordinary items:
Gain on debt discharge -0- -0- 4,618,842 1,131,726
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Net (loss) income $ (187,614) $ (199,914) $ 3,868,358 $ 730,814
=======================================================================================================================
Earnings (Loss) per share:
Loss before extraordinary items $ (0.10) $ (0.10) $ (0.38) $ (0.20)
Extraordinary items -0- -0- 2.35 0.58
- -----------------------------------------------------------------------------------------------------------------------
Net earnings (loss) per share $ (0.10) $ (0.10) $ 1.97 $ 0.38
=======================================================================================================================
Weighted average shares outstanding used
to compute earnings (loss) per share 1,963,563 1,963,563 1,963,563 1,963,563
</TABLE>
See accompanying notes to unaudited condensed financial statements
3
<PAGE> 4
PHOENIX MEDICAL TECHNOLOGY, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
Oct 1, 1995 Oct 2, 1994
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<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,868,358 $ 730,814
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 331,057 391,616
Extraordinary item: Gain on debt discharge (4,618,842) (1,131,726)
Changes in assets and liabilities:
Increase in receivables (19,661) (526,128)
Increase in inventories (328,963) (79,261)
Decrease (Increase) in prepaid expenses 35,219 (96,558)
Increase in other assets (253,685) -0-
Increase in accounts payable, accrued
liabilities and other liabilities 706,740 544,691
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Net cash used in operating activities (279,777) (166,552)
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Cash flows from investing activities:
Additions to property, plant and equipment (33,737) (107,592)
- ---------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Increase of line of credit 413,308 375,059
Addition of notes payable 50,000 -0-
Reduction of long term debt (98,531) (141,535)
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Net cash provided by financing activities 364,777 233,524
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Net increase (decrease) in cash 51,263 (40,620)
Cash at beginning of period 46,419 142,666
- ---------------------------------------------------------------------------------------------------
Cash at end of period $ 97,682 $ 102,046
===================================================================================================
Cash paid during the period for interest $ 305,457 $ 309,797
===================================================================================================
Supplemental schedule of noncash investing
and financing activities:
Conversion of accrued expenses to long term debt $ 531,769 $ 925,245
Conversion of long term debt to warrant $ 1,235,184 -0-
===================================================================================================
</TABLE>
See accompanying Notes to unaudited condensed financial statements.
4
<PAGE> 5
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. General
The condensed financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. These unaudited condensed financial
statements should be read in conjunction with the annual financial statements
and related notes contained in the Company's Form 10-KSB Annual Report to the
Securities and Exchange Commission for the year ended December 31, 1994.
In the opinion of the management, the accompanying unaudited
condensed financial statements include all adjustments (consisting solely of
normal recurring adjustments) necessary for a fair presentation of the
information therein. Results of operations for interim periods should not be
regarded as necessarily indicative of the results to be expected for the full
year.
In August 1991, the Company filed a petition for relief under
Chapter 11 of the United States Bankruptcy Code. The Company's Plan of
Reorganization was approved by the Bankruptcy Court on February 7, 1994. The
case was closed by the court on November 22, 1994 and on March 29, 1995 the
Company completed a refinancing of its outstanding debt. This debt refinancing
is discussed in the Form 10-KSB for the year ending December 31, 1994 and in
the Form 10-QSB for the quarter ended April 2, 1995. The Company recognized a
$1,131,726 gain on debt discharge during the first quarter of 1994 resulting
from the approved Plan of Reorganization and in the first quarter of 1995 the
Company recognized a $4,618,842 gain on debt discharge resulting from the
refinancing of its debt.
The accompanying financial statements have been prepared on the
basis of accounting principles applicable to a going concern that presume the
realization of assets and the settlement of liabilities in the ordinary course
of business, rather than through a process of forced liquidation. Accordingly,
the statements do not purport to present the liquidation values of all assets
or the settlement amounts of all liabilities should the Company be unable to
continue as a going concern.
2. Inventories
Inventories at October 1, 1995 and December 31, 1994 have been
stated at the lower of cost or market. Cost is determined for substantially all
inventories using the last-in, first-out (LIFO) method.
5
<PAGE> 6
Note 2 Inventories (continued)
<TABLE>
<CAPTION>
Oct 1, 1995 Dec 31, 1994
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<S> <C> <C>
Raw Materials $ 565,955 $559,288
Work-in Process 12,681 7,526
Finished Goods 684,748 367,607
---------- --------
$1,263,384 $934,421
========== ========
</TABLE>
3. Earnings
Earnings per share for the quarters ended October 1, 1995 and
December 31, 1994 were based on the weighted average number of common shares
outstanding, 1,963,563 for each period.
6
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND LIQUIDITY AND CAPITAL RESOURCES
Overview
Results for the quarter ended October 1, 1995 were encouraging as sales
were 14.6% greater than in the similar quarter of 1994. Vinyl glove sales
which, prior to the second quarter of 1995 had been declining year to year,
were 10.2% greater than in the prior year's third quarter and 2.2% greater for
the nine months versus the prior year 9 month period.
Net sales for the quarter ended October 1, 1995, were $3,415,000, an
increase of $435,000 over the prior year similar quarter. The Company's order
receipt during the third quarter exceeded shipments, increasing the order
backlog, but delivery schedules were met on a timely basis. October 1995 order
receipt also exceeded shipments and some overtime was scheduled to maintain
good service levels.
The Company's strategy to concentrate its sales efforts in the
contamination control markets of electronics, pharmaceuticals, medical device
and food processing industries is yielding positive sales results. Latex glove
sales into this market segment were up 28.3% and vinyl glove sales into the
same market segment were up 16.6% in the 1995 third quarter versus the 1994
third quarter.
During the third quarter, the Company was granted thirty day terms by
several more of its major suppliers. Still, the Company is required to pay cash
at the time of order for many materials and supplies. The Company's bank credit
facility does not advance on inventories of packaging supplies (boxes, cartons,
plastics), a substantial cost item for the Company. For these reasons,
inventory control and cash management are, even more than usual, critical tasks
for the Company. Professional fees related to maintenance of the Company's Bank
credit facility used $9,000 of cash during the third quarter of 1995.
On February 24, 1994, the Company was awarded a contract to supply latex
examination gloves to the U.S. Department of Defense ("DOD"). The multi year
contract included annual price increases. Immediately prior to the end of the
first year of the contract, the DOD ordered a quantity of gloves to supply
their second year's requirement at first year prices, an action permissible
under the contract. Raw material costs escalated more than 50% between February
1994 and February 1995, resulting in the additional quantity being produced at
a net loss to the Company. The contract quantity was completed in October 1995.
The loss on the contract was $170,000 during 1995, including $52,000 during the
third quarter. The DOD contract represented 9.0% and 8.6% of the Company's
sales for the nine months and third quarter, respectively, of 1995 and 22.7%
and 27.7% of the Company's loss in
7
<PAGE> 8
the respective periods. DOD contract second and third year prices would be
profitable to the Company at current manufacturing costs.
RESULTS OF OPERATIONS
Net sales for the third quarter of 1995 were $3,415,000, 14.6% greater
than for the similar quarter of 1994. Latex glove sales were up 30.0% versus
the year ago similar period and vinyl glove sales were up 10.2% over the year
ago period. Powder-free or contamination control latex and vinyl gloves, the
Company's marketing concentration, were 57.1% and 59.4% of total glove sales in
the third quarter.
Net sales for the nine months ended October 1, 1995, were $10,107,000 as
compared to $9,892,000 for the nine months ended October 2, 1994. During the
1995 period, 95.1% of sales were glove sales versus 93.7% in the 1994 nine
month period. Skin drape sales were 23.1% less in the 1995 period as a result
of the completion of a large government contract during the 1994 period.
Gross margin for the third quarter of 1995 was $345,000 versus $393,000
in the prior year quarter. (See Overview above for discussion of DOD contract
sales and impact on profits.) Latex and plastics raw materials costs began to
decline with October 1995 purchases. Prior to the decreases, latex material
costs had increased 56% over August/September 1994 costs, and plastics
materials costs had increased 23% over the period. Cost increases on paper
products (packaging materials) have not yet leveled off nor begun to decline
with costs up more than 25% over 1994 costs. Over capacity in the world glove
market has made it impossible for the Company to increase selling prices
adequately to offset cost increases. Over the nine months, average latex glove
prices increased just 1%, including DOD Contract prices, and vinyl glove prices
increased an average of 4.2%. The Company is effectively a single product
manufacturer and is vulnerable to market and cost swings. Materials costs
represent approximately 33% of the total cost of manufacturing latex and vinyl
gloves.
In the quarter ended October 1, 1995, Selling and Administrative ("S&A")
expenses were $395,000, 11.6% of sales. This compares with $407,000, 13.7% of
sales in the prior year third quarter. Selling expense was $180,000, 5.3% of
sales versus $194,000, 6.5% of sales a year ago. The decrease resulted from
lower expenditures for advertising and travel.
A net loss of $188,000 was incurred during the third quarter of 1995,
versus a net loss of $200,000 in the similar quarter one year ago. Net income
for the nine months of 1995 was $3,868,000, which included an extraordinary
gain of $4,619,000 from the discharge of debt. In the similar period of 1994,
net income was $731,000, which included an extraordinary gain of $1,132,000
from the discharge of debt.
8
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
During the quarter ended October 1, 1995, cash provided by operations was
$146,000 and the sum of accounts receivable and inventories decreased $2,000.
Financing activities used $77,000 of cash. Capital expenditures were $10,000
during the quarter ended October 1, 1995.
At the end of the third quarter of 1995, the loan balance of the
Company's working capital credit facility was $1,746,000. Management believes
the available credit on the $2,650,000 facility and cash from operations will
be sufficient to meet its near term cash needs.
9
<PAGE> 10
PART II - OTHER INFORMATION
PHOENIX MEDICAL TECHNOLOGY, INC.
Items 1, 2, 3, 4 and 5 are inapplicable and are omitted.
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibit 27 filed with electronic submission only.
b. No Reports on Form 8-K were filed during the quarter ended October 1, 1995.
10
<PAGE> 11
SIGNATURES
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.
PHOENIX MEDICAL TECHNOLOGY, INC.
BY: /s/ Edward W. Gallaher, Sr.
---------------------------
Edward W. Gallaher, Sr.
PRESIDENT AND TREASURER
BY: /s/ DELORES P. WILLIAMS
------------------------
DELORES P. WILLIAMS
CONTROLLER
DATE: November 7, 1995
----------------
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
BALANCE SHEETS AND STATEMENT OF OPERATIONS FOR THE QUARTER ENDED OCTOBER 01,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH QUARTERLY FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> OCT-01-1995
<EXCHANGE-RATE> 1
<CASH> 97,682
<SECURITIES> 0
<RECEIVABLES> 1,624,961<F1>
<ALLOWANCES> 0
<INVENTORY> 1,263,384
<CURRENT-ASSETS> 2,986,027
<PP&E> 5,129,023<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,115,050
<CURRENT-LIABILITIES> 1,484,034
<BONDS> 5,076,367
<COMMON> 196,356
0
0
<OTHER-SE> 1,358,293
<TOTAL-LIABILITY-AND-EQUITY> 8,115,050
<SALES> 10,107,682
<TOTAL-REVENUES> 1,433
<CGS> 9,172,291
<TOTAL-COSTS> 9,172,291
<OTHER-EXPENSES> 1,216,786
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 470,522
<INCOME-PRETAX> (750,484)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 4,618,842
<CHANGES> 0
<NET-INCOME> 3,868,358
<EPS-PRIMARY> 1.97
<EPS-DILUTED> 1.97
<FN>
<F1>REPRESENTS NET AMOUNT
</FN>
</TABLE>
