<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 March 30, 1997, 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 registrant as specified in its charter)
Delaware 31-092-9195
- --------------------------------- -----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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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(Registrant'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)
Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years.
Check whether the Registrant has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act of 1934 after the
distribution of securities under a plan confirmed by a court.
Yes X No
--- ---
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 Mar 30, 1997)
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PHOENIX MEDICAL TECHNOLOGY, INC.
CONDENSED BALANCE SHEET
MARCH 30, 1997 AND DECEMBER 31, 1996
<TABLE>
<CAPTION>
March 30 December 31
1997 1996
------------ ------------
(unaudited) *
<S> <C> <C>
ASSETS
Current Assets
Cash $ (63,397) $ 54,161
Receivables 1,522,702 1,826,399
Inventories (Note 2) 1,345,008 1,556,118
Prepaid expenses 30,045 76,660
------------ ------------
Total current assets 2,834,358 3,513,338
Operating property, plant and equipment - at cost 11,685,636 11,618,348
Less accumulated depreciation (7,958,024) (7,883,968)
------------ ------------
Net operating property, plant and equipment 3,727,612 3,734,380
------------ ------------
Nonoperating equipment, net 638,522 638,522
Other assets, net 450,165 447,665
------------ ------------
Total assets $ 7,650,657 $ 8,333,905
============ ============
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current liabilities
Accounts payable and accrued expenses $ 1,090,181 $ 1,281,158
Revolving line of credit 1,759,674 1,739,304
Current portion of long-term debt 379,498 252,232
------------ ------------
Total current liabilities 3,229,353 3,272,694
Long term-debt 2,105,908 2,299,277
Other liabilities 759,799 760,501
------------ ------------
Total liabilities 6,095,060 6,332,472
Shareholders' investment
Shares issued and outstanding:
1,963,563 shares 3/30/97 and 12/31/96 196,356 196,356
Paid-in capital 7,224,503 7,224,503
Warrant 1,235,184 1,235,184
Deficit (7,100,446) (6,654,610)
------------ ------------
Total shareholders' investment 1,555,597 2,001,433
------------ ------------
Total liabilities and shareholders' investment $ 7,650,657 $ 8,333,905
============ ============
</TABLE>
*Condensed from audited financial statements.
See accompanying notes to Unaudited Condensed Financial Statements.
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<PAGE> 3
PHOENIX MEDICAL TECHNOLOGY, INC.
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
March 30, 1997 March 31, 1996
- ----------------------------------------------------------------------------
<S> <C> <C>
Net sales $ 2,963,688 $ 3,659,333
Operating Expenses:
Cost of goods sold (2,844,821) (3,271,071)
Selling and administrative expenses (436,112) (423,586)
----------- -----------
(Loss) income from operations (317,245) (35,324)
Other expense and income:
Interest expense, net (118,567) (131,625)
Miscellaneous income, net 1,976 29,199
Gain on sale of asset -0- 760,731
----------- -----------
(Loss) income before income tax provision (433,836) 622,981
Income tax provision (12,000) -0-
----------- -----------
Net (loss) income $ (445,836) $ 622,981
=========== ===========
(Loss) earnings per share:
(Loss) income before income tax provision $ (0.22) $ 0.31
Income tax (0.01) -0-
----------- -----------
Net (loss) income $ (0.23) $ 0.31
=========== ===========
Weighted average shares used to
compute earnings per share 1,963,563 1,963,563
=========== ===========
</TABLE>
See accompanying Notes to unaudited Condensed Financial Statements
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<PAGE> 4
PHOENIX MEDICAL TECHNOLOGY, INC.
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------
Mar 30, 1997 Mar 31, 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (445,836) $ 622,981
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation 74,056 114,933
Gain on sale of assets -0- (760,731)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable, net 303,697 (110,955)
Decrease (increase) in inventories 211,110 (234,526)
Decrease in prepayments 46,615 22,132
Increase in other assets (2,500) (8,650)
(Decrease) increase in accounts payable
and accrued liabilities (191,679) (87,315)
----------- -----------
Net cash used in operating activities (4,537) (442,131)
----------- -----------
Cash flows from investing activities:
Additions to property plant and equipment (67,288) (24,776)
----------- -----------
Cash flows from financing activities:
Net proceeds from sale of assets (apply to debt) -0- 1,114,341
Increase in (reduction of) line of credit 20,370 (341,906)
Reduction of long term debt (66,103) (342,844)
----------- -----------
Net cash (used in) provided by financing activities (45,733) 429,591
----------- -----------
Net (decrease) in cash (117,558) (37,316)
Cash at beginning of period 54,161 89,411
----------- -----------
Cash at end of period $ (63,397) $ 52,095
=========== ===========
Cash paid during the period for interest $ 119,142 $ 133,936
=========== ===========
</TABLE>
See accompanying Notes to Unaudited Condensed Financial Statements.
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<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 for the year ended December 31, 1996.
In the opinion of 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.
On March 22, 1996, the Company sold to Microtek Medical, Inc.
("Microtek") all of the Company's machinery, equipment and related tangible
property (including inventory and work-in-process) and all of its proprietary
information, and all other property and rights related to the Company's
manufacture and sale of adhesive skin drapes and scrub-and-prep products. The
purchase price consisted of $1,175,000 in cash and Microtek's undertaking to
make contingent payments for ten years of 11.5% of its sales of patented incise
drapes and 3% of its sales of other products in the Company's product line
incorporating the patented process, with a maximum of $1,825,000 on all
contingent payments and a maximum total purchase price of $3,000,000. The
Company's sales of items produced by the assets sold to Microtek accounted for
1.2% of its total sales in 1996.
2. Inventories
Inventories at March 30, 1997 and December 31, 1996 have been stated at
the lower of cost or market. Cost is determined for substantially all
inventories using the first-in, first-out (FIFO) method. The Company changed to
the FIFO from the LIFO (Last-in, last-out) method of inventory accounting in the
fourth quarter of 1996. This change has been applied by retroactively restating
the accompanying financial statements for the prior year. The effect of changing
the accounting method for valuing inventories decreased net income by $53,000 or
3 cents per share in the first quarter of 1996. The accounting change is further
discussed in the Form 10-KSB for the year ending December 31, 1996.
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<PAGE> 6
<TABLE>
<CAPTION>
Mar 30, 1997 Dec 31, 1996
------------ ------------
<S> <C> <C>
Raw materials $ 420,028 $ 430,549
Work-in-process -0- -0-
Finished goods 924,980 1,125,569
---------- ----------
$1,345,008 $1,556,118
========== ==========
</TABLE>
3. Earnings
Earnings per share for the quarters ended March 30, 1997 and December
31, 1996 were based on the weighted average number of common shares outstanding,
1,963,563 for each period.
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<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND LIQUIDITY AND CAPITAL RESOURCES
OPERATIONS
Order receipt during the months of January and February was remarkably
soft following relatively strong order receipt during the latter months of 1996.
Order receipt strengthened significantly the last week of February and
continuing strength has required overtime operations to meet normal delivery
schedules.
Sales for the first quarter of 1997 were $2,964,000, off 19% from sales
in the similar quarter of 1996. Glove sales were off 15.3% from the prior year
first quarter sales. Average selling prices were up slightly from first quarter
1996 prices with unit sales off 16.1% versus 15.3% in dollars. Non-glove
products represented $174,000 or 4.8% of 1996 first quarter sales. The Company
sold its non-glove businesses on March 22, 1996 to Microtek Medical.
Due to the low operating rates of the first quarter, cost of goods sold
was 96% of net sales as compared with 87.9% in the prior year first quarter.
Plastics raw materials costs have escalated somewhat during the most recent four
months while latex costs have declined. Natural gas costs during January and
February were nearly double normal due to skyrocketing rates. Rates have since
declined to near normal levels.
Selling and administrative ("S&A") expenses were $436,000, up 3% over
the similar quarter of 1996 due to increased selling costs. The Company is
moving to a dedicated sales force and away from manufacturers representatives.
Six agencies were terminated during the quarter and two field sales personnel
added. The change in selling methods will reduce selling costs after June 1997,
but is adding to costs during the changeover. As a percent of sales, S&A expense
was 14.7% during the 1997 quarter as compared with 11.6% of sales in the similar
quarter a year ago.
The Company experienced a $317,000 loss on operations during the first
quarter of 1997 as compared with a loss of $35,000 in the similar quarter of
1996. Poor sales and operating rates did not absorb overhead costs. The net loss
was $434,000 versus a net income of $623,000 in the prior year quarter. The
prior year quarter included a gain of $761,000 on the sale of the Company's
non-glove businesses.
The Company continues the introduction of its new synthetic (nitrile)
cleanroom glove and has developed a non-natural rubber (nitrile) examination
glove. Necessary laboratory testing and
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<PAGE> 8
FDA filings are under way and management expects the Company will obtain FDA
approval to market them early in the third quarter. Management expects these new
products to contribute to earnings in the fourth quarter of 1997.
Management is encouraged by recent telephonic conferences with the FDA
regarding the Company's antimicrobial food additive petition and is hopeful
approval may be achieved in the near future.
The Company completed contract negotiations with its hourly production
employees union, the Union of Needletrades, Industrial and Textile Employees
("Unite"), in March 1997. The three-year agreement will expire in March, 2000.
The Company considers its present relationship with its employees to be good.
LIQUIDITY AND CAPITAL RESOURCES
The unexpected low level of sales experienced during the first two
months of 1997 caused management to revert to cash management tactics that are
extremely protective of cash and ignore profit and loss effects. As a result,
cash used in operations was $5,000 compared with $442,000 of cash used in
operations during the prior year quarter. Capital expenditures and financing
activities used an additional $113,000 of cash during the first quarter of 1997
for a net decrease in cash of $118,000. Accounts payable decreased $191,000
while the sum of inventories and accounts receivable decreased $515,000. At
March 30, 1997, the Company's line of credit borrowing was $1,760,000, $20,000
greater than at year end 1996. Management believes that cash from operations and
expected additions to the Company's line of credit resulting from advances
against shipments, plus increases in accounts payable resulting from purchases
to support growth in sales, will be adequate to support operations during 1997.
The Company has completed most capital additions planned for 1997. Bank debt
decreased $46,000 during the quarter and was $4,245,000 at March 30, 1997.
In the event the Company's operating results fall short of its
projections or the borrowings described above are insufficient to fund its
capital expenditures requirements, the Company could be required to seek
additional financing. For any such additional financing, the Company will
consider borrowings from commercial lenders and other sources of debt financing
as well as equity financing. No assurance can be given, however, that the
Company will be able to obtain any such additional financing when needed upon
terms satisfactory to the Company.
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<PAGE> 9
CAUTIONARY STATEMENT AS TO FORWARD-LOOKING INFORMATION
Statements contained in this report as to the Company's outlook for
sales, operations, capital expenditures and other amounts, budgeted amounts and
other projections of future financial or economic performance of the Company,
and statements of the Company's plans and objectives for the future are
"forward-looking" statements, and are being provided in reliance upon the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Important factors that could cause actual results or events to differ
materially from those projected, estimated, assumed or anticipated in any such
forward-looking statements include without limitation: general economic
conditions in the Company's markets, include inflation, recession, interest
rates and other economic factors, especially in the United States and other
areas of the world where the Company markets its products; any loss of the
services of the Company's key management personnel; increased competition in
the United States and abroad, both from existing competitors and from any new
interests in the business; changes in the cost and availability of raw
materials; changes in governmental regulations applicable to the Company's
business; the failure to obtain any required governmental approvals; casualty
to or disruption of the Company's production facilities and equipment; delays
or disruptions in the shipment of the Company's products and raw materials;
disruption of operations due to strikes or other unrests; and other factors
that generally affect the business of manufacturing companies with
international operations.
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<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, Financial Data Schedule filed in electronic format only.
b. Exhibits and Reports on Form 8-K. No reports on Form 8-K were filed during
the quarter ended March 30, 1997.
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<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: May 8, 1997
---------------
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
BALANCE SHEETS AND STATEMENTS OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH QUARTERLY FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 30,
1997.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-30-1997
<EXCHANGE-RATE> 1
<CASH> (63,397)
<SECURITIES> 0
<RECEIVABLES> 1,552,747<F1>
<ALLOWANCES> 0
<INVENTORY> 1,345,008
<CURRENT-ASSETS> 2,834,358
<PP&E> 4,816,299<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,650,657
<CURRENT-LIABILITIES> 3,229,353
<BONDS> 2,865,707
0
0
<COMMON> 196,356
<OTHER-SE> 1,359,241
<TOTAL-LIABILITY-AND-EQUITY> 7,650,657
<SALES> 2,963,688
<TOTAL-REVENUES> 1,976
<CGS> 2,844,821
<TOTAL-COSTS> 2,844,821
<OTHER-EXPENSES> 436,112
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 118,567
<INCOME-PRETAX> 0
<INCOME-TAX> 12,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (445,836)
<EPS-PRIMARY> (.23)
<EPS-DILUTED> (.23)
<FN>
<F1>REPRESENTS NET AMOUNT
</FN>
</TABLE>
