SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
AMENDMENT NO. 1
(Mark one)
|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the period ended March 31, 1999.
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the transition period from__ to__.
Commission File Number: 0-16128
TUTOGEN MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Florida 59-3100165
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1719 Route 10, Suite 314, Parsippany, New Jersey 07054
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 359-8444
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01
(Title of Class) (Name of Each Exchange on Which Registered)
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 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 April 30, 1999 there were outstanding 10,715,714 shares of Tutogen
Medical, Inc. Common Stock, par value $0.01.
<PAGE>
TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
INDEX
Purpose of Amendment No. 1 1
PART I. Financial Information.
ITEM 1. Financial Statements.
Consolidated Balance Sheets - March 31, 2
1999 and September 30, 1998.
Consolidated Statements of 3
Operations for the three and six
months ended March 31, 1999 and 1998.
Consolidated Statements of Cash Flows for 4
the six months ended March 31, 1999 and 1998.
Notes to Consolidated Financial Statements. 5
ITEM 2. Management's Discussion and Analysis 7
of Financial Condition and Results
of Operations.
PART II. Other Information.
ITEM 4. Submission of Matters to a Vote of Security-
Holders. 10
ITEM 6. Exhibits and Reports on Form 8-K
SIGNATURES 11
<PAGE>
TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
PURPOSE OF AMENDED FORM 10-QSB/A
The Amended Form 10-QSB/A for the second quarter ended March 31, 1999 is being
filed to correct the accounting treatment of the conversion of the Company's
Convertible Debenture and accrued interest and expenses of approximately
$2,162,000 into 4,600,507 shares of common stock. In consideration of the
agreement to convert in advance of maturity, the Company issued to its
institutional investor 149,334 common shares as prepayment for one year's
interest on the Debenture.
The value of the additional shares was previously charged to additional paid-in
capital. The corrected accounting treatment reflects a loss on the conversion of
$187,000 and has been included as a charge against the profit and loss for the
second quarter ended March 31, 1999.
The revised net loss for the second quarter ended March 31, 1999 is $405,000
versus the previously reported loss of $218,000. The revised net loss for the
first six months ended March 31, 1999 is $506,000 versus the previously reported
net loss of $319,000.
1
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited) (audited)
March 31, September 30,
1999 1998
----------- -------------
ASSETS
Current Assets
Cash and cash equivalents $ 287 $ 357
Accounts receivable 1,508 1,685
Inventories 4,321 4,435
Other current assets 393 173
------- -------
6,509 6,650
Property, plant and equipment, net 2,712 2,995
Intangible and other assets, net 382 596
------- -------
TOTAL ASSETS $ 9,603 $10,241
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 711 $ 1,010
Accrued interest 118 189
Other accrued expenses 1,021 953
Revolving credit arrangements 644 895
Current portion of long-term debt 120 162
------- -------
2,614 3,209
Other Liabilities
Long-term debt 1,477 3,644
Other long-term obligations 15 17
Shareholders' Equity 5,497 3,371
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 9,603 $10,241
======= =======
See accompanying Notes to Financial Statements
2
<PAGE>
TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended March 31, Six Months Ended March 31,
---------------------------- ----------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
OPERATING REVENUES
Revenue $ 2,769 $ 1,968 $ 5,281 $ 3,916
Cost of revenue 1,640 1,095 3,098 2,261
------------ ------------ ------------ ------------
Gross margin 1,129 873 2,183 1,655
OPERATING EXPENSES
General and administrative 600 474 1,055 863
Distribution and marketing 590 371 1,006 665
Research and development 124 58 206 124
Depreciation and amortization 124 173 248 356
------------ ------------ ------------ ------------
1,438 1,076 2,515 2,008
Operating loss (309) (203) (332) (353)
Other income (138) (241) (151) (255)
Loss on conversion of debt 187 -- 187 --
Interest expense 47 83 138 180
------------ ------------ ------------ ------------
96 (158) 174 (75)
Net loss before income taxes (405) (45) (506) (278)
Income taxes -- -- -- --
------------ ------------ ------------ ------------
NET LOSS $ (405) $ (45) $ (506) $ (278)
============ ============ ============ ============
Average common shares outstanding 10,625,520 5,313,832 7,972,909 4,867,482
============ ============ ============ ============
Net loss per share $ (0.04) $ (0.01) $ (0.06) $ (0.06)
============ ============ ============ ============
</TABLE>
See accompanying Notes to Consolidated Financial Statements
3
<PAGE>
TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Six Months Ended March 31,
--------------------------
1999 1998
------- -------
Cash flows from operating activities
Net loss $ (506) $ (278)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 403 637
Loss on conversion of debt 187 --
Changes in assets and liabilities:
Accounts receivable 177 106
Inventories 114 (821)
Other current assets (220) (97)
Accounts payable and accrued liabilities (20) (40)
------- -------
Net cash provided by (used) in operating
activities 135 (493)
Cash flows from investing activities
Purchase of property, plant and equipment (152) (93)
------- -------
Net cash used in investing activities (152) (93)
Cash flows from financing activities
Issuance of stock 408 4,185
(Repayment of) proceeds from revolving credit
arrangements (200) (3,886)
(Repayment of) proceeds from long-term debt (29) 381
------- -------
Net cash provided by financing activities 179 680
Effect of exchange rate changes on cash (232) (115)
Net decrease in cash and cash equivalents (70) (21)
Cash and cash equivalents at beginning of period 357 777
------- -------
Cash and cash equivalents at end of period $ 287 $ 756
======= =======
- --------------------------------------------------------------------------------
Supplemental cash flow disclosures
Interest paid $ 58 $ 180
------- -------
Schedule of noncash financing activities:
Issuance of common stock in exchange for
convertible long-term debt and
accrued interest $ 2,349 $ --
Issuance of common stock for interest 376 --
------- -------
$ 2,725 $ --
======= =======
See accompanying Notes to Consolidated Financial Statements
4
<PAGE>
TUTOGEN MEDICAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1998
(in thousands, except share data)
(1) OPERATIONS AND ORGANIZATION
Tutogen Medical, Inc. along with its consolidated subsidiaries ("the
Company") processes, manufactures and distributes worldwide specialty
surgical products and provides tissue processing services for neuro,
orthopedic, cardiovascular, reconstructive and general surgical
applications. The Company's core business is processing human donor tissue
("allografts") utilizing its patented Tutoplast(R) process for
distribution to hospitals and surgeons.
(2) SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements of the
Company and the unaudited results of operations and cash flows for the
three months ended March 31, 1999 and 1998 have been prepared in
conformity with generally accepted accounting principles for interim
financial reporting. Accordingly, they do not include all of the
information and notes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments necessary in order to make the financial statements not
misleading have been made. Operating results for the three and six months
ended March 31, 1999 are not necessarily indicative of the results which
may be expected for the fiscal year ending September 30, 1999. The interim
financial statements should be read in conjunction with the audited
consolidated financial statements of the Company for the year ended
September 30, 1998.
(3) INVENTORIES
Major classes of inventory at March 31, 1999 and September 30, 1998 were
as follows:
March 31, September 30,
1999 1998
Raw materials $ 1,468 $ 1,473
Work in process 2,284 2,729
Finished goods 1,301 1,249
Less reserves for obsolescence (732) (1,016)
------- --------
$ 4,321 $ 4,435
------- --------
5
<PAGE>
(4) SHAREHOLDERS' EQUITY
On January 28, 1999, one of the Company's institutional investors
converted its Convertible Debenture and accrued interest and expenses
(approximately $2,162) into 4,600,507 shares of the Company's common
stock. In consideration of the agreement to convert, the Company issued to
the investor 149,334 common shares as prepayment for one years interest on
the Debenture and agreed to amend its outstanding Stock Purchase Warrants,
totaling 1,353,957, by reducing the exercise price from $2.50 per share to
$1.25 per share if such warrants are exercised prior to June 30, 2000,
after which date such warrants shall revert to their initial terms. A loss
on the conversion of $187,000 has been included in net income for the
year.
During the quarter ended March 31, 1999, this same institutional investor,
a Director of the Company and a private investor purchased 300,000 Units,
100,000 Units and 7,500 Units, respectively, at $1.00 per Unit, each Unit
consisting of one common share of the Company and one Common Stock
Purchase Warrant, expiring March 31, 2000, at an exercise price of $1.50
per share.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (in thousands)
Results of Operations
Net Loss
Net loss for the three months ended March 31, 1999 totaled $405 or $0.04 per
share as compared to a net loss of $45 or $0.01 per share for the same period a
year ago. The net loss for the six months ended March 31, 1999 was $506 or $0.06
per share as compared to a net loss of $278 or $0.06 per share. The net losses
for the three and six months ended March 31, 1998 were reduced by the inclusion
of an up-front license fee of $200.
Revenue and Cost of Revenue
Revenue for the three months ended March 31, 1999 increased 41% to $2,769 from
$1,968 for the comparable period. The US operation has more than doubled its
revenue to $1,111 from $484 for the same period last year. This is a direct
result of its strategic alliances with the Mentor Corporation and IOP, Inc. and
a 78% increase in revenues on the Company's core neurosurgical business. The
International operation had a revenue increase of 10% from the same period last
year. The revenue for the six months ended March 31, 1999 increased 35% to
$5,281 from $3,916 for the comparable period. The revenues for the US operation
were $2,018 or a 135% increase from $859 for the same period last year. The
revenues for the International operation increased by 9% from the same period
last year.
Gross margins for the three months ended March 31, 1999 decreased to 41% from
44% for the comparable period last year. The gross margins for the six months
ended March 31, 1999 decreased to 41% from 42% for the comparable period last
year. The decrease was primarily attributable to an unfavorable mix of products
sold at both the US and International operations.
General and Administrative
General and administrative expenses increased 27% and 22% for the three and six
months ending March 31, 1999, respectively, from the comparable periods last
year. The increase was due primarily to an increase in legal, consulting and
travelling expenses.
Distribution and Marketing
Distribution and marketing expenses increased 59% and 51% for the three and six
months ending March 31, 1999, respectively, from the comparable periods last
year. The increase was primarily associated with the building of a direct sales
force in Germany and the costs associated with the introduction of a new product
line, Tutoplast(R) bovine pericardium.
Research and Development
Research and development expenses increased 114% and 66% for the three and six
months ending March 31, 1999, respectively, from the comparable periods last
year. The increase was due to the expansion of the R & D effort in Germany and
travelling and personnel costs to expand the tissue recovery sites in Europe.
7
<PAGE>
Depreciation and Amortization
Depreciation and amortization decreased 28% and 30% for the three and six months
ending March 31, 1999, respectively, from the comparable periods last year. The
reduction in depreciation and amortization was attributed to an increase in
fully depreciated property, plant and equipment.
Interest Expense
Interest expense declined 43% and 23% for the three and six months ending March
31, 1999, respectively, from the comparable periods last year. Lower interest
was the direct result of capital restructurings completed during the quarter
ending December 31, 1997 and the recent conversion of $2,074 of long-term debt
to common stock at the end of January of 1999.
Liquidity and Capital Resources
At March 31, 1999 and September 30, 1998 the Company had working capital of
$3,895 and $3,441, respectively. The Company maintains revolving credit
facilities totaling DM 2,360 (approximately $1,400) with three German banks. At
March 31, 1999 the Company had borrowed $644 against these lines.
In the past the Company has relied upon its available working capital lines and
institutional investors to fund operational cash flow, when needed. During the
quarter ended March 31, 1999, one of the Company's institutional investors, a
Director of the Company and a private investor purchased 300,000 Units, 100,000
Units and 7,500 Units, respectively, at $1.00 per Unit, each Unit consisting of
one common share of the Company and one Common Stock Purchase Warrant, expiring
March 31, 2000, at an exercise price of $1.50 per share. In addition, the
Company is continuing to seek other investors to infuse additional capital into
the Company. While management believes that it will be successful in securing
new funding, there can be no assurances that it will be able to do so. Lack of
new funding along with the inability to increase processing revenues could
result in a curtailment of operations in the future.
The Company's ability to generate positive operational cash flow is dependent
upon increasing processing revenues through increased recoveries by tissue banks
in the U.S. and Europe, and the development of additional markets and surgical
applications worldwide. While the Company believes that it continues to make
progress in both these areas, there can be no assurances that changing
governmental regulations will not have a material adverse effect on results of
operations and cash flow.
Government Regulation
It has previously been reported in an SEC filing that the Food and Drug
Administration ("FDA") has raised a concern about the potential for transmission
of Creutzfeldt-Jacob Disease ("CJD") from one lot of Tutoplast(R) Dura Mater
processed by the Company in Germany before April 1994. The FDA and the Centers
for Disease Control and Prevention ("CDC") have investigated an incident in
which a patient who received a Tutoplast(R) Dura Mater transplant in 1992 was
diagnosed with CJD in 1998. Although there have been no other reports of disease
transmission associated with over 500,000 Tutoplast(R) Dura Mater transplants,
based on the investigation conducted by FDA and CDC, the Company cannot rule out
with absolute certainty at this time that Tutoplast(R) Dura Mater may have been
the possible cause of CJD in this incident.
8
<PAGE>
Consequently, the Company has voluntarily recalled from the market all sizes and
lots of Tutoplast(R) Dura Mater processed in Germany before 1994 under the same
conditions as the lot that is the subject of FDA's concern. All sizes and lots
of Tutoplast(R) Dura Mater bearing an expiration date after April 1999 that were
processed by the Company's US operation at its facility in Alachua, Florida
since April 1994, under conditions that meet current United States and
International standards and regulatory requirements, are not involved. There has
been no recall requested by the German health authorities. However, they have
raised the regulatory requirements on dura mater. The Company will comply with
these new requirements.
While there have been no returns of product in the U.S., it will take several
weeks to comply with the new requirements in Germany. Meanwhile, the Company is
offering alternative tissues such as fascia lata and bovine pericardium to the
market. Nevertheless, the impact of the delay in supplies caused by the new
requirements on dura mater is estimated to be a loss of $350,000 in revenues and
reduced profits of $210,000 for the fiscal year.
Year 2000 Compliance
Management has recently become aware that one of the operating systems in the
International operations is not currently Year 2000 compliant. The International
operation is currently implementing a new operating system, which will encompass
the necessary amendments for the system to become Year 2000 compliant. The
implementation is expected to be completed by September 1999. The costs of the
Year 2000 upgrade are included in the overall implementation cost, and
therefore, are not separately identifiable.
9
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
An annual Meeting of Stockholders was held on April 8, 1999. All
management's nominees for director, as listed in the Proxy Statement for
the Annual Meeting, were elected. Listed below are the matters voted on by
stockholders and the number of votes cast at the Annual Meeting:
(a) Election of seven members of the Board of Directors.
Broker
Voted Votes Non-Votes
Name Voted For Against Withheld and Abstentions
---- --------- ------- -------- ---------------
G. Russell Cleveland 9,034,822 0 4,617 0
Charles C. Dragone 9,035,122 0 4,317 0
J. Harold Helderman 9,035,122 0 4,217 0
Manfred Kruger 9,030,122 0 9,317 0
Karl H. Meister 9,030,222 0 9,217 0
Thomas W. Pauken 9,035,222 0 4,217 0
Elroy G. Roelke 9,035,122 0 4,317 0
(b) Ratification of the appointment of Deloitte and Touche L.L.P. as
independent auditors of the Company for the fiscal year ending
September 30, 1999.
Voted For: 9,035,991
Voted Against: 1,795
Voted Abstained: 1,653
Broker Non-Votes 0
Item 6. Exhibits and Reports on Form 8-K.
Exhibits
--------
No. 27 Financial Data Schedule
No reports on Form 8-K were filed by the Company during the quarter
ended March 31, 1999.
10
<PAGE>
SIGNATURES
Registrant has duly caused this report to be signed on its behalf by the
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
undersigned, thereunto duly authorized.
Tutogen Medical, Inc.
Date: December 15, 1999 /s/ Manfred Krueger
-------------------
President and Chief Executive Officer
Date: December 15, 1999 /s/ George Lombardi
-----------------------
Chief Financial Officer
(Principal Financial and Accounting
Officer)
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE (IN THOUSANDS, EXCEPT PER SHARE DATA) CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE CONDENSED FINANCIAL STATEMENTS FOR THE QUARTER
ended MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Sep-30-1998
<PERIOD-END> Mar-31-1999
<CASH> 287
<SECURITIES> 0
<RECEIVABLES> 1,685
<ALLOWANCES> (177)
<INVENTORY> 4,321
<CURRENT-ASSETS> 6,509
<PP&E> 4,479
<DEPRECIATION> (1,767)
<TOTAL-ASSETS> 9,603
<CURRENT-LIABILITIES> 2,614
<BONDS> 0
0
0
<COMMON> 107
<OTHER-SE> 5,390
<TOTAL-LIABILITY-AND-EQUITY> 9,603
<SALES> 2,769
<TOTAL-REVENUES> 2,769
<CGS> 1,640
<TOTAL-COSTS> 1,640
<OTHER-EXPENSES> 1,487
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 47
<INCOME-PRETAX> (405)
<INCOME-TAX> 0
<INCOME-CONTINUING> (405)
<DISCONTINUED> 0
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<NET-INCOME> (405)
<EPS-BASIC> (0.04)
<EPS-DILUTED> 0.00
</TABLE>
