<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
COMMISSION FILE NUMBER 0-13251
MEDICAL ACTION INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 11-2421849
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 Prime Place, Hauppauge, New York 11788
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:
(631) 231-4600
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 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. 9,243,022 shares of common
stock as of October 30, 2000.
<PAGE>
FORM 10-Q
CONTENTS
<TABLE>
<CAPTION>
PAGE NO.:
---------
<S> <C> <C>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at September 30, 2000 (Unaudited) and March 31, 2000 3-4
Statements of Earnings for the Three and Six Months Ended September 30, 2000 and
September 30, 1999 (Unaudited) 5-6
Statements of Cash Flows for the Six Months Ended September 30, 2000 and
September 30, 1999 (Unaudited) 7
Notes to Financial Statements (Unaudited) 8-9
Item 2. Management's Discussion and Analysis of Results of Operations and Financial
Condition 10-13
Item 3. Quantitative and Qualitative Disclosure about Market Risk 13
PART II - OTHER INFORMATION 14
</TABLE>
2
<PAGE>
MEDICAL ACTION INDUSTRIES INC.
Balance Sheets
(dollars in thousands)
ASSETS
<TABLE>
<CAPTION>
September 30, March 31,
2000 2000
------------- ---------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 136 $ 602
Accounts receivable less allowance for doubtful accounts of $175 at September
30, 2000 and $157 at March 31, 2000 8,470 7,739
Inventories 12,943 13,451
Prepaid expenses 397 239
Deferred income taxes 117 117
Other current assets 37 143
------- -------
TOTAL CURRENT ASSETS: 22,100 22,291
Property, plant and equipment, net 9,607 8,425
Due from officers 383 383
Intangibles, less accumulated amortization of $1,338 at September 30, 2000
and $1,111 at March 31, 2000 7,402 7,629
Other assets 330 426
------- -------
TOTAL ASSETS: $39,822 $39,154
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
MEDICAL ACTION INDUSTRIES INC.
Balance Sheets
(dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
September 30, March 31,
2000 2000
------------- ---------
(unaudited)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 1,812 $ 2,879
Accrued expenses, payroll and payroll taxes 1,910 1,342
Accrued income taxes 172 --
Current portion of capital lease obligations 160 174
Current portion on long-term debt 1,360 1,110
------- -------
TOTAL CURRENT LIABILITIES: 5,414 5,505
Deferred income taxes 568 568
Capital lease obligations, less current portion 32 85
Long-term debt, less current portion 9,875 11,245
------- -------
TOTAL LIABILITIES: 15,889 17,403
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock 15,000,000 shares authorized, $.001 par value; issued and
outstanding 9,243,022 shares at September 30, 2000 and 9,198,022 shares at
March 31, 2000 9 9
Additional paid-in capital, net 9,801 9,673
Retained earnings 14,123 12,069
------ ------
TOTAL SHAREHOLDERS' EQUITY: 23,933 21,751
------ ------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY: $39,822 $39,154
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
MEDICAL ACTION INDUSTRIES INC.
Statement of Earnings
(dollars in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
2000 1999
------- -------
<S> <C> <C>
Net sales $19,083 $18,124
Cost of sales 13,577 13,455
------- -------
Gross profit 5,506 4,669
Selling, general and administrative expenses 3,542 3,142
Interest expense 161 215
------- -------
Income before income taxes 1,803 1,312
Income tax expense 752 511
------- -------
Net income $1,051 $ 801
====== =====
Net income per share basic and diluted $ .11 $ .09
===== =====
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
MEDICAL ACTION INDUSTRIES INC.
Statement of Earnings
(dollars in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
September 30,
2000 1999
------- -------
<S> <C> <C>
Net sales $37,891 $36,037
Cost of sales 27,196 26,890
------- -------
Gross profit 10,695 9,147
Selling, general and administrative expenses 6,930 6,272
Interest expense 318 449
------- -------
Income before income taxes 3,447 2,426
Income tax expense 1,393 945
------- -------
Net income $ 2,054 $ 1,481
======= =======
Net income per share basic $ .22 $ .17
===== ======
Net income per share diluted $ .21 $ .16
===== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
MEDICAL ACTION INDUSTRIES INC.
Statement of Cash Flows
(dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
September 30,
2000 1999
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 2,054 $ 1,481
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 689 630
Provision for doubtful accounts 18 15
Deferred compensation 18 35
Changes in operating assets and liabilities:
Accounts receivable (748) (2,344)
Inventories 508 1,500
Prepaid expense and other current assets (160) (107)
Other assets 53 11
Accounts payable (1,067) 354
Income taxes payable 304 179
Accrued expenses, payroll and payroll taxes 567 715
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 2,236 2,469
INVESTING ACTIVITIES
Purchase price and related acquisition costs -- 64
Purchase of property, plant and equipment (1,601) (298)
------- -------
NET CASH USED IN INVESTING ACTIVITIES (1,601) (234)
FINANCING ACTIVITIES
Proceeds from revolving line of credit and long term borrowings 1,955 6,464
Principal payments on revolving line of credit, long term debt, and
capital lease obligations (3,141) (9,217)
Proceeds from exercise of employee stock options 85 111
------- -------
NET CASH USED IN FINANCING ACTIVITIES (1,101) (2,642)
------- -------
DECREASE IN CASH (466) (407)
Cash at beginning of year 602 672
------- -------
Cash at end of period $ 136 $ 265
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements
7
<PAGE>
MEDICAL ACTION INDUSTRIES INC.AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principals for interim financial information
and with the instructions to Form 10-Q for quarterly reports under Section 13 or
15(d) of the Securities Exchange Act of 1934. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustment (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the six (6) month
period ended September 30, 2000 are not necessarily indicative of the results
that may be expected for the year ended March 31, 2001. For further information,
refer to the financial statements and footnotes thereto included in the
Company's annual report for the year ended March 31, 2000.
Note 2. INVENTORIES
Inventories, which are stated at the lower of cost (first-in, first-out) or
market, consist of the following:
September 30, March 31,
2000 2000
------------- ---------
(in thousands of dollars)
Finished Goods $6,024 $5,344
Work in Process 95 --
Raw Materials 6,824 8,107
-------- --------
Total $ 12,943 $ 13,451
======== ========
Note 3. NET INCOME PER SHARE
Basic earnings per share are based on the weighted average number of common
shares outstanding without consideration of potential common stock. Diluted
earnings per share are based on the weighted average number of common and
potential common shares outstanding. The calculation takes into account the
shares that may be issued upon exercise of stock options, reduced by the shares
that may be repurchased with the funds received from the exercise, based on the
average price during the year. Excluded from the calculation of earnings per
share are options and warrants to purchase 80,000 and 455,500 shares for the
three months ended September 30, 2000 and September 30, 1999, respectively, as
their inclusion would not have been dilutive. The following table sets forth the
computation of basic and diluted earnings per share for the three and six months
ended September 30, 2000 and for September 30, 1999, respectively.
8
<PAGE>
MEDICAL ACTION INDUSTRIES INC.AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 3. (continued)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
2000 1999 2000 1999
---- ---- ---- ----
(dollars in thousands except
per share data)
<S> <C> <C> <C> <C>
Numerator:
Net income for basic and
dilutive earnings per share $1,051 $801 $ 2,054 $1,481
====== ==== ======= ======
Denominator:
Denominator for basic earnings
per share - weighted average shares 9,232,511 9,102,137 9,220,995 8,860,847
--------- --------- --------- ---------
Effect of dilutive securities
Employee stock options 370,668 224,439 351,228 291,902
Non-vested restricted stock -- 1,166 -- 7,556
Warrants 17,809 14,722 14,430 16,898
------ ------ ------ ------
Dilutive potential common shares 388,477 240,327 365,658 316,356
------- ------- ------- -------
Denominator for diluted earnings per
share - adjusted weighted average
shares 9,620,988 9,342,464 9,586,653 9,177,203
========= ========= ========= =========
Basic earnings per share $.11 $.09 $.22 $.17
==== ==== ==== ====
Diluted earnings per share $.11 $.09 $.21 $16
==== ==== ==== ===
</TABLE>
Note 4. EXERCISE OF EMPLOYEE STOCK OPTIONS
For the three and six months ended September 30, 2000, 16,000 and 45,000 stock
options, respectively, were exercised by employees of the Company in accordance
with the Company's 1989 Non-Qualified Stock Option Plan. The exercise price of
the options exercised ranged from $2.63 per share to $3.38 per share, for the
three months ended September 30, 2000 and from $.97 per share to $3.38 per
share, for the six months ended September 30, 2000. The cash proceeds for the
three months and six months ended September 30, 2000 from these exercises was
$48,925 and $85,655, respectively.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
FORWARD-LOOKING STATEMENT
This report on Form 10-Q contains forward-looking statements as defined by
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include plans and objectives of management for future operations, including
plans and objectives relating to the future economic performance and financial
results of the Company. The forward-looking statements related to (i) the
expansion of the Company's market share, (ii) the Company's growth into new
markets, (iii) the development of new products and product lines to appeal to
the needs of the Company's customers, (iv) the procurement of export visas for
raw materials for operating room towels from China, which may impact the
availability and pricing of operating room towels, and (v) the retention of the
Company's earnings for use in the operation and expansion of the Company's
business.
Important factors and risks that could cause actual results to differ materially
from those referred to in the forward-looking statements include, but are not
limited to, the effect of economic and market conditions, the impact of the
consolidation throughout the healthcare supply chain, the impact of healthcare
reform, opportunities for acquisitions and the Company's ability to effectively
integrate acquired companies, the ability of the Company to maintain its gross
profit margins, the ability to obtain additional financing to expand the
Company's business, the failure of the Company to successfully compete with the
Company's competitors that have greater financial resources, the loss of key
management personnel or the inability of the Company to attract and retain
qualified personnel, the availability and possible increases in raw material
prices for operating room towels, the impact of current or pending legislation
and regulation, as well as the risks described from time to time in the
Company's filings with the Securities and Exchange Commission, which include
this report on Form 10-Q and the Company's annual report on Form 10-K for the
year ended March 31, 2000.
The forward-looking statements are based on current expectations and involve a
number of known and unknown risks and uncertainties that could cause the actual
results, performance and/or achievements of the Company to differ materially
from any future results, performance or achievements, express or implied, by the
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, and that in light of the significant
uncertainties inherent in forward-looking statements, the inclusion of such
statements should not be regarded as a representation by the Company or any
other person that the objectives or plans of the Company will be achieved.
RESULTS OF OPERATIONS
Six months ended September 30, 2000 compared to six months ended September 30,
1999
Net sales for the six months ended September 30, 2000 increased 5% to
$37,891,000 from $36,037,000 for the six months ended September 30, 1999. The
increase in net sales was primarily attributable to a $833,000, or 16% increase
in net sales of the Acme product line; a $499,000, or 5% increase in net sales
of the operating room towel product line; and a $328,000, or 33% increase in net
sales of the Dayhill product line. Management believes that the increase in net
sales of the Acme product line, operating room towel product line and the
Dayhill product line was primarily due to greater domestic market penetration.
10
<PAGE>
The Company presently obtains a portion of its raw material for operating room
towels from China. These operating room towels are designated as a textile, for
which an export visa is required. The export visas could adversely impact the
availability and pricing of operating room towels. In the event that these quota
restrictions reduce the availability of operating room towels, the Company will
accelerate its procurement of operating room towels from China and secure
operating room towels from sources outside of China. Management presently
anticipates that it will be able to meet the Company's requirements of operating
room towels through fiscal 2001 without an adverse effect on pricing.
Gross profit for the six months ended September 30, 2000 increased 17% to
$10,695,000 from $9,147,000 for the six months ended September 30, 1999. Gross
profits as a percentage of net sales for the six months ended September 30, 2000
increased to 28% of net sales from 25% of net sales for the six months ended
September 30, 1999. The increase in gross profit dollars and gross profit
percentage was primarily attributable to the increase in net sales and increased
manufacturing efficiencies at the Company's manufacturing facility in North
Carolina and a decrease in raw material costs.
Selling, general and administrative expenses for the six months ended September
30, 2000 increased 10% to $6,930,000 from $6,272,000 for the six months ended
September 30, 1999. As a percentage of net sales, selling, general and
administrative expenses increased to 18% for the six months ended September 30,
2000, an increase from 17% of net sales for the six months ended September 30,
1999. The increase in selling, general and administrative expense dollars and as
a percentage of sales was primarily attributable to increased buying group
commissions, salesman commissions and distributor fees.
Interest expense for the six months ended September 30, 2000 decreased 29% to
$318,000 from $449,000 for the six months ended September 30, 1999. The decrease
in interest expense was attributable to a decrease in the average principal loan
balances during the six months ended September 30, 2000 as compared to the six
months ended September 30, 1999. The decrease in principal loan balances
outstanding was primarily attributable to net cash provided from operating
activities from October 1, 1999 through September 30, 2000. Net income for the
six months ended September 30, 2000 increased to $2,054,000 from $1,481,000 for
the six months ended September 30, 1999. The increase in net income is
attributable to the aforementioned increase in net sales, gross profits, and a
decrease in interest expense, which were partially offset by an increase in
selling, general and administrative expenses.
Three Months ended September 30, 2000 compared to Three Months ended September
30, 1999
Net sales for the three months ended September 30, 2000 increased 5% to
$19,083,000 from $18,124,000 for the three months ended September 30, 1999. The
increase in net sales was primarily attributed to a $356,000 or 13% increase in
net sales of the Acme product line; a $198,000 or 37% increase in the Dayhill
product line; a $143,000 or 3% increase in net sales of the laparotomy sponge
product line; and a $168,000 or 19% increase in net sales of the gauze sponge
product line. Management believes that the increase in net sales of the Acme
product line, Dayhill product line, laparotomy sponge product line and the gauze
sponge product line was primarily due to greater domestic market penetration.
Gross profit for the three months ended September 30, 2000 increased 18% to
$5,506,000 from $4,669,000 for the three months ended September 30, 1999. Gross
profit as a percentage of net
11
<PAGE>
sales for the three months ended September 30, 2000 increased to 29% of net
sales from 26% of net sales for the three months ended September 30, 1999. The
increase in gross profit dollars and gross profit percentage was primarily
attributable to the increase in net sales, increased manufacturing efficiencies
at the Company's manufacturing facility in North Carolina and a decrease in raw
material costs.
Selling, general and administrative expenses for the three months ended
September 30, 2000 increased 13% to $3,542,000 from $3,142,000 for the three
months ended September 30, 1999. As a percentage of net sales, selling, general
and administrative expenses increased to 19% for the three months ended
September 30, 2000 from 17% for the three months ended September 30, 1999. The
increase in selling, general and administrative expense dollars and as a
percentage of sales was primarily attributable to increased commissions and
distributor fees.
Interest expense for the three months ended September 30, 2000 decreased 25% to
$161,000 from $215,000 for the three months ended September 30, 1999. The
decrease in interest expense was attributable to a decrease in the average
principal loan balances during the quarter ended September 30, 2000, as compared
to the quarter ended September 30, 1999. The decrease in principal loan balances
outstanding was primarily attributable to net cash provided from operating
activities from October 1, 1999 through September 30, 2000.
Net income for the three months ended September 30, 2000 increased to $1,051,000
from $801,000 for the three months ended September 30, 1999. The increase in net
income is attributable to the aforementioned increase in net sales and gross
profit and decrease in interest expense, which were partially offset by an
increase in selling, general and administrative expenses.
LIQUIDITY AND CAPITAL RESOURCES
The Company had working capital of $16,686,000 with a current ratio of 4.1 at
September 30, 2000 as compared to working capital of $16,786,000 with a current
ratio of 4.0 at March 31, 2000. Total borrowings outstanding, including
Industrial Revenue Bonds of $4,780,000, were $11,235,000 with a debt to equity
ratio of .47 at September 30, 2000 as compared to $12,355,000 with a debt to
equity ratio of .57 at March 31, 2000. The decrease in total borrowings
outstanding at September 30, 2000 was primarily attributable to the reduction of
the cash balance and net cash provided by operating activities.
The Company has financed its operations primarily through cash flow from
operations and borrowings from its existing credit facilities. At September 30,
2000, the Company had a cash balance of $136,000 compared to $602,000 at March
31, 2000.
The Company's operating activities provided cash of $2,236,000 for the six
months ended September 30, 2000 as compared to $2,469,000 provided for the six
months ended September 30, 1999. Net cash provided for the six months ended
September 30, 2000 consisted primarily of net income from operations, decreases
in inventories, depreciation and amortization and increases in accrued expenses
and income taxes payable. These sources of cash more than offset the increase in
accounts receivable associated with increased sales.
Investing activities used net cash of $1,601,000 and $234,000 for the six months
ended September 30, 2000 and September 30, 1999, respectively. The principal
uses for the six months ended September 30, 2000 were purchases of a building,
property, equipment, furniture and fixtures.
12
<PAGE>
Financing activities used cash of $1,101,000 for the six months ended September
30, 2000 compared to $2,642,000 used for the six months ended September 30,
1999. The cash used in financing activities along with the decrease in the cash
balance was used to pay down the Company's debt in connection with its credit
facilities.
At September 30, 2000, the Company did not have any material commitments for
capital expenditures.
The Company believes that the anticipated future cash flow from operations,
coupled with its cash on hand and available funds under its revolving credit
agreements, will be sufficient to meet working capital requirements.
Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to interest rate change market risk with respect to its
credit facility with a financial institution which is priced based on the prime
rate of interest plus a spread of up to 1/4%, libor rate plus a spread of up to
2 1/2%, or at 1 1/4% over the prevailing bankers acceptance rate. The spread
over prime and libor rates is determined based upon the Company's performance
with regard to agreed upon financial ratios. The Company decides at its sole
discretion as to whether borrowings will be at prime, libor or bankers
acceptance rates. At September 30, 2000, $6,455,000 was outstanding under the
credit facility. Changes in the prime rate, libor rates or bankers acceptance
rates during fiscal 2000 will have a positive or negative effect on the
Company's interest expense. Each 1% fluctuation in the interest rate will
increase or decrease interest expense for the Company by approximately $65,000
on an annualized basis.
In addition, the Company is exposed to interest rate change market risk with
respect to the proceeds received from the issuance and sale by the Buncombe
County Industrial and Pollution Control Financing Authority Industrial
Development Revenue Bonds. At September 30, 2000, $4,780,000 was outstanding for
these Bonds. The Bonds bear interest at a variable rate determined weekly.
During the quarter ended September 30, 2000, the interest rate on the Bonds
approximated 5.6%. Each 1% fluctuation in interest rates will increase or
decrease interest expense on the Bonds by approximately $48,000 on an annualized
basis.
A significant portion of the Company's raw materials is purchased from China and
to a lesser extent from India. All such purchases are transacted in U.S.
dollars. The Company's financial results, therefore, could be impacted by
factors such as changes in foreign currency, exchange rates or weak economic
conditions in foreign countries in the procurement of such raw materials. To
date, sales of the Company's products outside the United States have not been
significant.
13
<PAGE>
MEDICAL ACTION INDUSTRIES INC.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are no material legal proceedings against the Company or in
which any of its property is subject.
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4 Submission of Matters to a Vote of Security Holders
A. The Registrant held its Annual Meeting of Stockholders on August
15, 2000.
B. Two Directors were elected at the Annual Meeting to serve until
the Annual Meeting of Stockholders in 2003. The names of the
Directors and votes cast in favor of their election and shares
withheld are as follows:
Name Votes for Votes Withheld
---- --------- --------------
Dr. Thomas A. Nicosia 7,436,523 347,825
Richard G. Satin 7,436,523 347,825
The stockholders also approved a proposal to ratify the appointment of
Grant Thornton LLP as independent certified public accountants of the
Company for the fiscal year ended March 31, 2001; 7,440,531 shares
voted in favor of the proposal, 337,255 shares voted against and 6,562
shares abstained from voting .
Item 5. Other Information
None
14
<PAGE>
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.
MEDICAL ACTION INDUSTRIES INC.
Dated: November 3, 2000 By: /s/ Richard G. Satin
---------------- --------------------
Richard G. Satin, Vice President
(Principal Accounting Officer)
15
