<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 April 2, 2000, 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 of (I.R.S. Employer
incorporation or organization) Identification No.)
U.S. Hwy. 521 West, Andrews, South Carolina 29510
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(843)221-5100
-----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- -------------------------------------------------------------------------------
(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 [ ]
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 2,459,621
-----------------------------
(Outstanding at May 12, 2000)
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PHOENIX MEDICAL TECHNOLOGY, INC.
CONDENSED BALANCE SHEET
April 2, 2000 and December 31, 1999
<TABLE>
<CAPTION>
April 2 December 31
2000 1999
------------ ------------
(unaudited) *
ASSETS
<S> <C> <C>
Current Assets
Cash $ 750 $ 750
Receivables 1,727,832 1,374,950
Inventories (Note 2) 1,960,030 1,682,685
Prepaid expenses 95,590 123,186
------------ ------------
Total current assets 3,784,202 3,181,571
Operating Property, plant and equipment - at cost 12,276,613 12,273,502
Less accumulated depreciation (8,844,081) (8,780,038)
------------ ------------
Net operating property, plant and equipment 3,432,532 3,493,464
------------ ------------
Nonoperating equipment, net 902,851 902,851
Other assets, net 285,006 299,631
------------ ------------
Total assets $ 8,404,591 $ 7,877,517
============ ============
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current liabilities
Accounts Payable and accrued expenses $ 2,319,785 $ 1,895,309
Revolving line of credit 2,290,718 1,895,072
Deferred Option payment (Note 4) 151,308 151,308
Current portion of long-term debt 1,916,319 543,671
------------ ------------
Total current liabilities 6,687,130 4,485,360
Long-term debt 1,774,886 3,231,045
Other liabilities 452,295 485,107
------------ ------------
Total liabilities 8,905,311 8,201,512
Shareholders' investment
Shares issued and outstanding:
2,459,621 shares 4/2/00 and 12/31/99 245,962 246,962
Paid-in capital 8,425,582 8,425,582
Deficit (9,172,264) (8,995,539)
------------ ------------
Total shareholders' deficit (500,720) (323,995)
------------ ------------
Total liabilities and shareholders' deficit $ 8,404,591 $ 7,877,517
============ ============
</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
April 02, 2000 April 04, 1999
- -----------------------------------------------------------------------------
<S> <C> <C>
Net sales $ 2,911,151 $ 3,448,636
Operating Expenses:
Cost of goods sold (2,613,512) (2,959,698)
Selling and administrative expenses (332,753) (437,205)
------------ ------------
(Loss) income from operations (35,114) 51,733
Other expense and income:
Interest expense, net (146,806) (138,278)
Miscellaneous income, net 5,195 36,206
------------ ------------
Loss before income tax
provision (176,725) (50,339)
Income tax provision -0- -0-
------------ ------------
Net loss $ (176,725) $ (50,339)
============ ============
Basic loss per share $ (0.07) $ (0.02)
Diluted loss per share $ (0.07) $ (0.02)
============ ============
</TABLE>
See accompanying Notes to unaudited Condensed Financial Statements
3
<PAGE> 4
PHOENIX MEDICAL TECHNOLOGY, INC.
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------
April 2, 2000 April 4, 1999
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (176,725) $ (50,339)
Adjustments to reconcile net income to
net cash (used in) provided by
operating activities:
Depreciation 64,043 64,869
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net (352,882) 490,543
Increase in inventories (277,345) (213,546)
Decrease in prepayments 27,596 40,714
Decrease in other assets 14,625 4,921
Increase in accounts payable and accrued
liabilities 391,664 99,286
---------- ----------
Net cash (used in) provided by operating
activities (309,024) 436,448
---------- ----------
Cash flows from investing activities:
Additions to property, plant and equipment, net (3,111) (387,599)
---------- ----------
Net cash used in investing activities: (3,111) (387,599)
---------- ----------
Cash flows from financing activities:
Addition to (reduction of) line of credit 395,646 (356,649)
(Reduction of) increase in long term debt (83,511) 299,634
---------- ----------
Net cash provided by (used in) financing activities 312,135 (57,015)
---------- ----------
Net decrease in cash -0- (8,166)
Cash at beginning of period 750 8,916
---------- ----------
Cash at end of period $ 750 $ 750
========== ==========
Cash paid during the period for interest $ 143,912 $ 149,275
========== ==========
</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 Registrant, 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 Registrant's Form 10-KSB for the year ended
December 31, 1999.
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.
2. Inventories
Inventories at April 2, 2000 and December 31, 1999 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.
<TABLE>
<CAPTION>
Apr 2, 2000 Dec 31, 1999
----------- ------------
<S> <C> <C>
Raw materials $ 540,365 $ 370,678
Finished goods 1,419,665 1,312,007
---------- ----------
$1,960,030 $1,682,685
========== ==========
</TABLE>
3. Other Relevant Events
The Registrant and London International Group, Inc. ("LIG") are
parties to a Second Option Agreement dated May 31, 1999 pursuant to which LIG
purchased from the Registrant an option to purchase substantially all the
assets of the Registrant (the "Second Option") at a purchase price of
$6,071,708 (subject to certain adjustments). Seton-Scholl London International,
plc ("SSLI"), the successor to LIG, has notified the Registrant that it will
not exercise the Second Option, nor will it seek an extension of the Second
Option. Therefore, the Second Option will expire on May 18, 2000.
4. Debt
5
<PAGE> 6
On June 21, 1999, the Registrant and LaSalle Business Credit, Inc.
("LBCI") closed on a $6,000,000 credit facility which includes a $1,700,000 term
loan on equipment, a $3,800,000 revolving loan on eligible inventories and
eligible accounts receivable and a $500,000 capital expenditure loan. The LBCI
credit facility has an interest rate of prime plus 2.25% for the term loan and
capital expenditure loan and prime plus 2.0% for the revolving loan. The
Registrant paid $230,000 in deferred loan costs during the second quarter of
1999 and was required to write off $222,000 of deferred loan costs from the
prior CIT credit facility which were being amortized over the term of the loan.
At April 2, 2000, the Registrant's borrowing against its $6,000,000
LBCI credit facility was $3,828,000, including $2,291,000 of borrowing against
the LBCI $3,800,000 revolving loan. Total bank debt at April 2, 2000 was
$5,232,000.
6
<PAGE> 7
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
The Registrant and London International Group, Inc. ("LIG") are
parties to a Second Option Agreement dated May 31, 1999 pursuant to which LIG
purchased from the Registrant an option to purchase substantially all the
assets of the Registrant (the "Second Option") at a purchase price of
$6,071,708 (subject to certain adjustments). Seton-Scholl London International,
plc ("SSLI"), the successor to LIG, has notified the Registrant that it will
not exercise the Second Option, nor will it seek an extension of the Second
Option. Therefore, the Second Option will expire on May 18, 2000.
OPERATIONS
Net sales for the quarter ended April 2, 2000 were $2,911,000, a 15.6%
decrease as compared with net sales of $3,449,000 for the first quarter of
1999. The sales decrease of $538,000 resulted from a $542,000, or 58%,
decrease in sales of natural rubber latex gloves. Seventy percent (70%) of the
58% decrease was related to U.S. Government sales lost due to the Government's
policy decision to discontinue purchases of natural rubber latex gloves. In
addition, the decrease in sales is also attributable to a decrease in vinyl
glove sales, which were down $122,000 or 5.8%, from the first quarter of 1999
due in part to slightly lower unit volume and in part to a lower average
selling price resulting from a less favorable product mix. Nitrile glove sales
increased $126,000 or 32% as a result of an increase of $182,000 or 109% in
sales to LIG, offset in part by a decrease of $50,000 or 22% in sales to
domestic customers.
The 58% decrease in sales of natural rubber latex gloves is explained
above. The decrease in vinyl glove sales, 5.8%, resulted to a great degree from
stockpiling by end users prior to year end 1999. Reduced purchases by one major
user of cleanroom vinyl gloves accounted for a substantial portion of the
decrease in both unit volume and price mix. Purchases by this user have
increased since late March 2000. The influx of low cost Asian nitrile gloves
has severely handicapped the Registrant's ability to compete in the commodity
nitrile glove market segment. As a result of the low cost nitrile glove
competition, the Registrant is introducing in May 2000 a nitrile glove composed
of lower cost 100% nitrile versus the nitrile and neoprene blend previously
used. The Registrant believes that the resulting selling prices will be seen as
competitive, especially for a quality domestic product. Further, the Registrant
has received FDA approval to
7
<PAGE> 8
sell 100% nitrile examination gloves to the medical market. Marketing should
begin during June for this nitrile examination glove. However, it will require
several months to accomplish the necessary procedure to list the Phoenix
nitrile examination glove on the Federal Supply Schedule contract for sales to
U.S. Government agencies.
Cost of goods sold, as a percentage of net sales, was 89.8% in the
first quarter of 2000 compared with 85.8% in the similar quarter of 1999.
During the first quarter of 1999, the Registrant was experiencing raw material
price decreases and relatively low energy costs. Since October raw material
costs have increased three different times and energy costs are 24% higher.
Hourly labor rates are 1.9% greater than in the prior year quarter. Overhead
spending controls resulted in favorable variances but could not overcome the
negatives of raw materials and natural gas/propane price increases.
Selling and Administrative ("S&A") expenses were $333,000 or 11.4% of
net sales in the first quarter of 2000 compared with $437,000 or 12.7% of net
sales in the first quarter of 1999. Selling expense was $46,000 less in the
current year quarter due, in order of magnitude, to improved bad debt
experience, salary expenses from not replacing a terminated employee and lower
selling commissions. Administrative expense was $64,000 less in the current
year quarter due to, in order of magnitude, lower professional fees, lower
depreciation, lower bank charges and lower property insurance premiums.
The Registrant had a $35,000 loss on operations in the first quarter
of 2000 compared with $52,000 of income from operations in the similar quarter
of 1999. The loss on operations was attributable to increases in the cost of
raw materials (petroleum related products), the cost of natural gas/propane
and increased hourly labor rates. The Registrant experienced a net loss of
$177,000 in the first quarter of 2000 versus a net loss of $50,000 one year
earlier. The 1999 net loss included non-recurring income of $36,000. Interest
expense was $147,000 in the year 2000 first quarter versus $138,000 one year
ago and the increase reflects an $800,000 increase in bank debt and rising
interest rates.
The Registrant's contract with its hourly production employees
terminated on March 6, 2000, the end of the contract's three (3) year term. The
parties to the contract have extended the contract through May 31, 2000. The
Registrant anticipates an additional three (3) month extension will be agreed
upon so the parties can negotiate a new agreement following the expiration of
the LIG option to purchase. The Registrant considers its relationship with its
employees to be good.
8
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
During the quarter ended April 2, 2000, the Registrant's operations
used $309,000 of cash compared with $436,000 of cash provided by operations in
the similar quarter of 1999. Capital expenditures used $3,000 of cash in the
first quarter of 2000, the same amount of cash used as in the prior year's
first quarter. Accounts payable and accrued expenses increased $406,000 in the
first quarter of 2000, compared to an increase of $104,000 in the similar
quarter of 1999. The difference is substantially the result of increased
material costs and the purchase, at a discount, of a three (3) month supply of
PVC resin from Brazil. The sum of inventories, accounts receivable and
prepayments increased $603,000 in the first quarter of 2000 versus a decrease
of $318,000 in the first quarter of 1999. Inventories increased $277,000 or 16%
in the first quarter of 2000 as compared with an increase of $214,000, or 12%,
in the similar quarter of 1999. The increase reflected nitrile gloves made
during March 2000 for LIG but not yet shipped.
At April 2, 2000, the Registrant's borrowing against its $6,000,000
credit facility with LaSalle Business Credit ("LBCI") was approximately
$3,828,000, including $2,291,000 of borrowing against the $3,800,000 revolving
loan. Total bank debt at April 2, 2000 was $5,232,000 versus $4,920,000 at year
end 1999.
At April 2, 2000, the Registrant was not in compliance with several
financial covenants in its credit agreements with Carolina First Bank but the
violations have been waived by the bank. Due to financial accounting rules
changes relating to the classification of long-term debt where the debt
contains a subjective acceleration clause and a lock box arrangement, the
Registrant was not in compliance with the Carolina First Bank financial
covenants related to working capital and the current ratio and the financial
covenants related to net worth and the leverage ratio. In addition the
Registrant was not in compliance with the Carolina First financial covenant
related to taxes and liens.
During the first quarter of 2000, the Registrant was not in compliance
with certain loan covenants in its credit agreements with LBCI. Both the
consolidated interest coverage ratio and the minimum consolidated earnings
before interest, taxes, depreciation and amortization (EBITDA) covenants were
out of compliance at April 2, 2000 and continue to be out of compliance at the
filing of this form 10-QSB with the Securities and Exchange Commission. LBCI
has not given notice of default to the Registrant and the two are cooperating
on efforts to resolve the out-of-compliance situations.
9
<PAGE> 10
With the expiration of the LIG Second Option, the Registrant will need
additional working capital (either from internal or external sources) in order
to support continuing operations. The Registrant is hopeful that its cost
reduction efforts and new products (such as the 100% nitrile glove) will
provide additional working capital for operations. In addition, the Registrant
will actively seek outside sources of working capital to support continuing
operations. Simultaneously, the Registrant will actively seek other purchasers
for the Company. Discussions are also under way for a possible marketing
alliance which could increase sales and reduce distribution costs. The
Registrant in also continuing its efforts to license the patented antimicrobial
glove technology of the Registrant. In addition, royalties from the sale of the
Registrant's antimicrobial surgical skin drape business, which totaled $8,600
in first quarter 2000, have increased more than 60% on the average over each of
the last three quarters. However, such royalties are still a year away, at that
rate of increase, from being significant. There is no assurance that any of
these initiatives will provide sufficient working capital for continuing
operations or that a purchaser for the Registrant will be found.
Management is hopeful that its cost reduction efforts, coupled with
the Registrant's new products and the strategic activities described in the
preceding paragraph, will allow the Registrant to continue as a going concern
or successfully sell the Company as a going concern. As further discussed below
under the heading "Cautionary Statement as to Forward Looking Information," the
foregoing statements relating to the Registrant's outlook for future sales and
working capital needs are being provided in reliance upon the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, and actual
results may differ from such outlook based on numerous factors.
CAUTIONARY STATEMENT AS TO FORWARD-LOOKING INFORMATION
Statements contained in this report as to the Registrant's outlook for
sales, operations, capital expenditures and other amounts, budgeted amounts and
other projections of future financial or economic performance of the
Registrant, and statements of the Registrant'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 Registrant's markets, including inflation,
recession, interest rates and other economic factors, especially in the United
States and other areas of the world where the Registrant markets its products;
any loss of the services of
10
<PAGE> 11
the Registrant'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 Registrant's business; the failure
to obtain any required governmental approvals; casualty to or disruption of the
Registrant's production facilities and equipment; delays or disruptions in the
shipment of the Registrant'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.
PART II - OTHER INFORMATION
ITEMS 2, 4 AND 5 ARE INAPPLICABLE AND ARE OMITTED.
ITEM 1. LEGAL PROCEEDINGS.
In addition to other latex-related allergy litigation previously
reported by the Registrant, the Registrant was recently named as a defendant in
three additional latex-related allergy cases. The registrant was named as a
defendant in the lawsuit styled Carolee Walentin v. ABCO Dealers, Inc., et al.,
which was filed on March 14, 2000 in the U.S. District Court for the Western
District of Washington, bearing Case No. COO-5150RJB. This case was recently
transferred to a multi-district panel which is currently hearing several
latex-related allergy cases in the U.S. District Court for the Eastern District
of Pennsylvania under Docket No. MDL-1148. In addition, on March 10, 2000, a
Cross-Complaint was filed by Owens & Minor, Inc. in the lawsuit styled Wendy
Smith v. Baxter Healthcare, et al., naming the Registrant as a cross-defendant
in such lawsuit, which is pending in state court in San Diego County,
California under Case No. SC-052458. The Smith lawsuit was originally filed on
June 5, 1998. Finally, the Registrant was also named as a defendant in the
lawsuit styled Lee-Hillman v. Allegiance Corporation, et al., which was filed
on March 31, 2000 in U.S. District Court for the Western District of
Washington, bearing case No. COO-556R. The plaintiffs in each of the three
cases referenced above seek damages for their injuries. The Registrant, through
its insurance carriers, is vigorously contesting these and other lawsuits
alleging latex-related products. At this time the Registrant believes there is
no direct evidence that the plaintiffs in the Walentin, Smith or Lee-Hillman
cases either used or was ever exposed to latex-containing products produced,
sold or supplied by the Registrant in such amount and with such frequency and
duration as to cause or contribute to the alleged injuries.
The Registrant previously reported that it was a party to the lawsuit
styled Brinson v. Baxter Healthcare, et al., pending in
11
<PAGE> 12
the Superior Court of California, Santa Clara County, File No. CV784020.
Although the Registrant is named as a defendant in the Complaint for this
lawsuit, the Registrant has never received service of process in this lawsuit,
and therefore does not consider itself a party to this pending matter.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
During the first quarter of 2000, the Registrant was not in compliance
with certain loan covenants in its credit agreements with LaSalle Business
Credit, Inc. ("LBCI"). Both the consolidated interest coverage ratio and the
minimum consolidated earnings before interest, taxes, depreciation and
amortization (EBITDA) covenants were out of compliance at April 2, 2000 and
continue to be out of compliance at the time of this filing. The Registrant's
non-compliance with these covenants is an event of default under its Loan
Agreement with LBCI. However, at the time of this filing, LBCI has not given
notice of default or acceleration to the Registrant and the two are cooperating
on efforts to resolve the noncompliance.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibit 27, Financial Data Schedule filed in electronic format only.
b. Reports on Form 8-K. The Registrant filed no reports on Form 8-K
during the quarterly period ended April 2, 2000.
12
<PAGE> 13
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 12, 2000
13
<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 APRIL 2,
2000.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> APR-02-2000
<EXCHANGE-RATE> 1
<CASH> 750
<SECURITIES> 0
<RECEIVABLES> 1,823,422<F1>
<ALLOWANCES> 0
<INVENTORY> 1,960,030
<CURRENT-ASSETS> 3,784,202
<PP&E> 4,620,389<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,404,591
<CURRENT-LIABILITIES> 5,383,792
<BONDS> 3,521,519
0
0
<COMMON> 245,962
<OTHER-SE> (746,682)
<TOTAL-LIABILITY-AND-EQUITY> 8,405,591
<SALES> 2,911,151
<TOTAL-REVENUES> 5,195
<CGS> 2,613,512
<TOTAL-COSTS> 2,613,512
<OTHER-EXPENSES> 332,753
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 146,806
<INCOME-PRETAX> (176,725)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (176,725)
<EPS-BASIC> (.07)
<EPS-DILUTED> (.07)
<FN>
<F1>Represents Net Amount
</FN>
</TABLE>
