FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 1997
[ ] 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: 0-5958
MERIDIAN MEDICAL TECHNOLOGIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-0898764
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10240 Old Columbia Road, Columbia, Maryland 21046
- ------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 410-309-6830
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 (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.
Class Outstanding as of February 28, 1997
- ---------------------------- -----------------------------------
Common Stock, $.10 par value 2,912,502 Shares
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q
For the Quarter ended January 31, 1997
Page No.
--------
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
Consolidated Condensed Balance Sheets as of
January 31, 1997 and July 31, 1996 . . . . . . . . . . . 5
Consolidated Condensed Statements of Operations for
the Three-Month and Six-Month Periods Ended
January 31, 1997 and 1996 . . . . . . . . . . . . . . . 6
Consolidated Condensed Statements of Cash Flows
for the Six-Months Ended January 31, 1997
and 1996 . . . . . . . . . . . . . . . . . . . . . . . . 7
Notes to Consolidated Condensed Financial
Statements . . . . . . . . . . . . . . . . . . . . . . . 8
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . 13
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . 20
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC
FORM 10-Q
For the Quarter Ended January 31, 1997
On November 20, 1996, Brunswick Biomedical Corporation ("Brunswick") was merged
into Survival Technology, Inc. ("STI") to form Meridian Medical Technologies,
Inc. ("MMT" or the "Company"). At the time of the merger, Brunswick held
approximately 61% of STI's outstanding common stock, which it had purchased from
the estate of STI's late founder on April 15, 1996. As a result, STI had been
treated for financial accounting purposes as a consolidated, majority-owned
subsidiary of Brunswick from that date.
Although STI was the surviving corporation of the merger as a legal matter, the
merger was treated as a purchase of STI by Brunswick for financial accounting
purposes. As a result, Brunswick's historical financial statements became the
Company's financial statements, STI's assets and liabilities have been revalued
to their respective fair values and Brunswick's historical financial statements
will reflect the combined operations of STI and Brunswick after April 15, 1996
(subject to minority interests). The minority interests were eliminated upon
completion of the merger on November 20, 1996.
For the reasons described above, the financial statements of the Company
contained in this Form 10-Q are not comparable to the financial statements
contained in reports previously filed by STI with the Commission, and, due to
substantial differences between the revenues and results of STI and Brunswick,
comparisons of results between periods before and after the purchase of
Brunswick's interest in STI are of limited utility.
The Company's results in the quarter ended January 31, 1997 were affected to a
significant extent by one-time nonrecurring adjustments resulting from the
merger. These adjustments consisted of (1) a $2.7 million write-off of
in-process research and development which represents the allocation of excess
purchase price to in-process research and development projects whose
technological feasibility has not yet been established and (2) the write-off of
$1.2 million of merger costs incurred by STI. The Company expects to report
profitable operations in the third and fourth quarters of the current year,
although it likely will report a loss for the year as a whole due to the
one-time nonrecurring adjustments resulting from the merger.
MMT's second quarter operating income, exclusive of one-time, non-recurring
merger-related adjustments of $3.9 million referred to above, was $545,400
compared to an operating loss of $432,700 in the same period in fiscal year
1996. Gross margins, earnings before interest and taxes (EBIT) and earnings
before interest, taxes, depreciation and amortization (EBITDA), exclusive of
one-time, nonrecurring merger-related adjustments, are summarized below (in
thousands):
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC
FORM 10-Q
For the Quarter Ended January 31, 1997
Three Months Ended Six Months Ended
------------------ ----------------
1/31/97 1/31/96 1/31/97 1/31/96
------- ------- ------- -------
Gross Margins $3,235 $330 $7,015 $706
EBIT $555 ($430) $1,162 ($780)
EBITDA $1,299 ($385) $2,609 ($690)
Certain statements in this Quarterly Report on Form 10-Q are forward-looking and
are identified by the use of forward-looking words or phrases such as,
"believes," "expects," is or are "expected," "anticipates," "anticipated," and
words of similar import. These forward-looking statements are based on the
Company's current expectations. Because forward-looking statements involve risk
and uncertainties, the Company's actual results could differ materially. In
addition to the factors discussed generally herein, among the factors that could
cause results to differ materially from current expectations are: (i) any
failure to comply with covenants in the Company's financing arrangement; (ii)
the general economic and competitive markets and countries where the Company and
its subsidiaries offer products and services; (iii) changes in capital
availability or costs; (iv) fluctuations in demand for certain of the Company's
products, including changes in government procurement policy; (v) the continued
commitment of customers and strategic partners to the Company's products and
programs; (vi) technological challenges associated with the development and
manufacture of current and anticipated products; (vii) commercial acceptance of
auto-injectors and new products and competitive pressure from traditional and
new drug delivery methods and medical devices; and (viii) delay, costs and
uncertainties associated with government approvals required to market new drugs
and medical devices.
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
January 31, July 31,
1997 1996
(unaudited) (unaudited)
----------- -----------
ASSETS
Current assets
Cash (Restricted cash, $0 and $961,200) $ 614,100 $ 1,488,900
Short-term investments 260,900 257,500
Receivables 7,233,200 7,439,300
Inventories 5,900,000 5,330,400
Prepaid expenses and other assets 664,900 823,200
Deferred income taxes 1,217,500 1,217,500
----------- -----------
Total current assets 15,890,600 16,556,800
----------- -----------
Fixed assets 27,801,000 27,015,700
Less accumulated depreciation 12,808,000 12,031,400
----------- -----------
14,993,000 14,984,300
----------- -----------
Goodwill, net 1,353,500 1,443,700
Developed technology, patents and licenses,
at cost, less amortization 10,130,300 7,193,100
Other intangible assets 1,567,600 1,390,000
----------- -----------
$43,935,000 $41,567,900
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Note payable to banks $ 4,866,500 $ 3,875,400
Note payable to Syntex 188,400 588,400
Current portion of long-term debt 1,488,700 516,800
Accounts payable 6,263,200 4,358,500
Restructuring reserve 317,600 640,400
Customer deposits 863,800 736,000
Other liabilities and accrued expenses 1,031,600 1,611,900
---------- -----------
Total current liabilities 15,019,800 12,327,400
Notes payable (long-term) 13,504,100 15,171,400
Other long-term debt 1,142,000 1,184,300
Other noncurrent liabilities 688,800 616,500
Long-term capital lease obligations 30,400
Deferred income taxes 1,605,500 1,605,500
----------- -----------
Total liabilities 31,960,200 30,935,500
----------- -----------
Minority interest in consolidated subsidiary 6,788,500 Shareholders' equity:
Common stock 291,300 700
Additional paid-in capital 28,711,000 15,866,100
Preferred stock, Series A - F 7,500
Warrants 2,072,900 2,072,900
Retained earnings (18,932,700) (13,907,200)
Unearned stock option compensation (139,600) (175,600)
Currency translation adjustment (16,600) (9,000)
Treasury stock, at cost (11,500) (11,500)
------------ -----------
Total shareholders' equity 11,974,800 3,843,900
----------- -----------
$43,935,000 $41,567,900
=========== ===========
See accompanying notes to consolidated condensed financial statements.
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
January 31, January 31,
-------------------------- --------------------------
1997 1996 1997 1996
---- ---- ---- ----
Net sales $ 8,787,300 $ 913,000 $ 18,983,600 $ 1,727,600
Cost of sales 5,552,500 582,800 11,968,300 1,022,000
------------ ----------- ------------ -----------
Gross profit 3,234,800 330,200 7,015,300 705,600
------------ ----------- ------------ -----------
Selling, general &
administrative expense 1,318,800 396,800 2,874,800 785,800
Research & development
expense 627,300 321,000 1,656,200 614,500
Write off in-process R&D 2,702,300 2,702,300
Write off merger costs 1,246,300 1,246,300
Depreciation and
amortization expense 743,300 45,100 1,446,900 90,200
----------- ----------- ------------ -----------
6,638,000 762,900 9,926,500 1,490,500
----------- ----------- ------------ -----------
Operating loss (3,403,200) (432,700) (2,911,200) (784,900)
----------- ------------ ------------- -----------
Other expense:
Interest expense (1,092,100) (6,800) (1,606,400) (17,100)
Other income 9,800 2,500 124,300 4,700
----------- ----------- ------------ ----------
(1,082,300) (4,300) (1,482,100) (12,400)
----------- ----------- ------------ ----------
Loss before income taxes (4,485,500) (437,000) (4,393,300) (797,300)
Provision for income
taxes (48,000) 367,000
Minority interest in
consolidated subsidiary 9,400 265,200 __
---------- ------------ ------------- -----------
Net loss $(4,446,900) $ (437,000) $ (5,025,500) $ (797,300)
============ ============ ============= ===========
Per common share:
Net loss $(2.24) $(6.38) $(4.94) $(11.65)
======= ======= ======= ========
Average number of
common shares
outstanding 1,988,414 68,417 1,016,445 68,417
--------- ------ --------- ------
See accompanying notes to consolidated condensed financial statements.
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
January 31,
--------------------------
1997 1996
---- ----
Cash flows from operating activities:
Net loss $(5,025,500) $ (797,300)
Adjustments to reconcile net loss to net cash
provided by (used for) operating activities
Depreciation and amortization 1,446,900 90,200
Amortization of deferred compensation 36,000 36,000
Amortization of notes payable discount 310,000
Loss on fixed asset disposals (7,200)
Write off in-process R & D 2,702,000
Deferred interest to note principal 572,000
Decrease in receivables 206,100 126,900
(Increase) decrease in inventories (569,600) 34,900
(Increase) decrease in prepaid expenses
and other assets 158,300 (255,700)
Increase (decrease) in accounts payable 1,904,700 (111,300)
Decrease in restructuring reserve (322,800)
Increase (decrease) in other liabilities and
accrued expenses (580,300) (1,400)
------------ -----------
Net cash provided by (used for)
operating activities 830,600 (877,700)
----------- -----------
Cash flows from investing activities:
Purchases of fixed assets (1,380,800) (14,400)
Purchases of patents and licenses (25,100)
(Increase) decrease in other noncurrent assets (338,400) (3,300)
Increase (decrease) in other noncurrent liabilities 72,300
-----------
Net cash provided by (used for)
investing activities (1,672,000) (17,700)
----------- -----------
Cash flows from financing activities:
Proceeds on sale of preferred stock 1,720,200
(Payment) proceeds on note payable to bank 1,340,100 (20,900)
Payment on note payable to Syntex (400,000)
Payment on notes payable (long-term) (1,000,000) (350,000)
Proceeds (payment) on long-term debt (70,400) (9,400)
Increase in deferred revenue 127,800
Increase in other noncurrent liabilities (30,400) (41,800)
Proceeds from fixed asset dispositions 2,900
Purchase of short-term investments (3,400)
------------
Net cash provided by (used for)
financing activities (33,400) 1,298,100
----------- ----------
Net (decrease) increase in cash $ (874,800) $ 402,700
=========== ==========
Cash at beginning of period $ 1,488,900 $ 85,100
Cash at end of period 614,100 487,800
----------- ----------
Net (decrease) increase in cash $ (874,800) $ 402,700
=========== ==========
See accompanying notes to consolidated condensed financial statements.
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q
For the Quarter Ended January 31, 1997
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
A. In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Company's
financial position as of January 31, 1997 and July 31, 1996, the
results of its operations for the three-month and six-month periods
ended January 31, 1997 and 1996, and its cash flows for the six-month
periods ended January 31, 1997 and 1996. The results of operations for
the three-month and six-month periods ended January 31, 1997 are not
necessarily indicative of the results that may be expected for the
fiscal year ending July 31, 1997.
B. On November 20, 1996, Brunswick Biomedical Corporation ("Brunswick")
was merged into Survival Technology, Inc. ("STI") to form Meridian
Medical Technologies, Inc. ("MMT" or the "Company"). At the time of the
merger, Brunswick held approximately 61% of STI's outstanding common
stock, which it had purchased from the estate of STI's late founder on
April 15, 1996. As a result, STI had been treated for financial
accounting purposes as a consolidated, majority-owned subsidiary of
Brunswick from that date.
Although STI was the surviving corporation of the merger as a legal
matter, the merger was treated as a purchase of STI by Brunswick for
financial accounting purposes. As a result, Brunswick's historical
financial statements became the Company's financial statements, STI's
assets and liabilities have been revalued to their respective fair
values and Brunswick's historical financial statements will reflect the
combined operations of STI and Brunswick after April 15, 1996 (subject
to minority interests). The minority interests were eliminated upon
completion of the merger on November 20, 1996.
Pursuant to the Merger Agreement, each outstanding share of Brunswick's
common stock was exchanged for 2.1 shares of STI's common stock and
STI's common stock remained outstanding and unchanged. Each of
Brunswick's outstanding shares of preferred stock was converted into a
right to receive 2.1 shares of STI's common stock and a warrant to
purchase 0.4 of a share of STI's common stock at an exercise price of
$11.00 per share, exerciseable for a period of five years following the
merger. In addition, STI assumed Brunswick's obligations under
outstanding options and warrants. These provisions of the Merger
Agreement resulted in 1,708,928 shares of STI's common stock being
issued in exchange for Brunswick stock at the time of the merger and
may result in the issuance of an additional 1,054,560 shares of STI's
common stock if all options and warrants were exercised and the
required consideration paid. Each of the 1,888,126 shares of STI's
common stock previously owned by Brunswick were retired in the merger.
Following the merger, 2,912,502 shares of STI's common stock were
outstanding. The transaction was approved by both STI's and Brunswick's
shareholders.
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q
For the Quarter Ended January 31, 1997
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
Upon completion of the merger, the surviving corporation's name was
changed to Meridian Medical Technologies, Inc. Also, the fiscal year
end of Brunswick was changed from June 30 to July 31 to correspond with
the fiscal year end of the surviving corporation.
The Company's unaudited consolidated condensed financial statements
include Brunswick and STI's revenue and expenses for the three-month
and six-month periods ended January 31, 1997 and Brunswick's and STI's
assets and liabilities as of July 31, 1996 (subject to minority
interests) and January 31, 1997. The Company's unaudited consolidated
condensed financial statements as of and for the three-month and
six-month periods ended January 31, 1996 do not include STI balances.
Other significant accounting principles and practices followed by the
Company are set forth in Note 1 of the Notes to the June 30, 1996
Consolidated Financial Statements of Brunswick included in the STI
proxy statement dated October 30, 1996.
C. On November 20, 1996, Brunswick and STI completed the merger. The
resulting merger of the 39% minority interest of STI was accounted for
as a purchase. The purchase price was allocated first to tangible
assets and identifiable intangible assets and liabilities of STI based
on an independent assessment of their fair values, with the excess of
fair value over the purchase price allocated to reduce proportionately
the value assigned to noncurrent assets.
The purchase price and purchase price allocation are summarized as
follows:
Stock exchanged $11,885,000
Transaction expenses 1,200,000
Purchase Price 13,085,000
Historical net book value of assets acquired 6,788,500
-----------
Excess of purchase price over historical net
book value of assets acquired as of
July 31, 1996 $ 6,296,500
===========
Allocation of excess purchase price, reflecting proportionate
allocation of negative goodwill:
Decrease to property, plant and equipment $ (308,991)
In-process research and development 2,702,234
Developed technology 3,332,870
Other intangible assets 570,387
-----------
Total $ 6,296,500
===========
The developed technology and other intangible assets will be amortized
on a straight-line basis over 10 years. The allocation of excess
purchase price to in-process research and development represents the
independent assessment of the fair value of a number of research and
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q
For the Quarter Ended January 31, 1997
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
development projects whose technological feasibility has not yet been
established. These research and development projects have no
alternative future use and, therefore, have been charged to expense as
of the date of consummation of the transaction.
D. At the effective time of the merger ("Effective Time"), the Company
assumed Brunswick's indebtedness under a senior bridge loan of $11
million, a subordinated promissory note ("Note") of $4.7 million, and a
subordinated loan ("Subordinated Loan") of $1 million. At the Effective
Time, the senior bridge loan converted into a $10 million Term Loan
("Term Loan)" and $1 million of the outstanding principal amount was
repaid. In addition, the lenders of the senior bridge loan made
available to the Company a $5 million revolving credit loan, a portion
of which was used to discharge the Company's existing debt under the
Merrill Lynch Business Financial Services' Line of Credit Agreement.
The Term Loan and the revolving credit loan bear interest at a variable
rate equal to the Prime Rate plus 1.50% and the Prime Rate plus 1.25%,
respectively. These loans are secured by substantially all of the
assets of the Company and will mature on the fifth anniversary of the
Effective Time. Quarterly principal payments on the Term Loan will be
required in scheduled amounts ranging from $250,000 to $750,000, and
mandatory prepayments of 75% of the Company's excess cash flow will be
required on an annual basis. Financial covenants will require the
Company to maintain certain levels of net worth and debt to EBITDA
(earnings before interest, taxes, depreciation and amortization) ratios
while limiting the Company's capital expenditures made in any one
fiscal year. The Company was in compliance with the financial covenants
as of January 31, 1997.
The Note matures on the fifth anniversary of the Effective Time and
bears interest at the rate of 12% per annum through April 15, 1998 and
13% thereafter. Through April 30, 1998, accrued interest will be
compounded and added to principal. Thereafter, accrued interest is
payable quarterly in arrears. Principal under the Note is payable in
one payment on the maturity date. The Company may only prepay the Note
after repaying all senior indebtedness, including the Term Loan and the
revolving credit loan, or with the consent of the senior lender. The
Company is obligated to prepay the Note, subject to the rights of the
senior debt, upon obtaining certain additional debt and equity
financings to the extent of the net cash proceeds from such financings.
The Subordinated Loan matures on the same day as the Note and bears
interest at the same rate as the Note. Principal of the Subordinated
Loan is payable in seven consecutive quarterly installments of $125,000
beginning on April 30, 1999, with one final payment on the maturity
date. The Subordinated Loan may be prepaid only after satisfaction of
the Term Loan, the revolving credit loan, or with the consent of the
senior lender. The Company is obligated to prepay the Subordinated
Loan, subject to the rights of the senior lender, upon
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q
For the Quarter Ended January 31, 1997
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
obtaining certain additional debt and equity financings to the extent
of the net cash proceeds from such financings.
E. A total of $2,446,332 in transaction expenses were incurred by
Brunswick and STI to complete the merger. Of these costs, $1,200,000
was included as transaction expenses in the determination of the
purchase price. The remaining costs amounting to $1,246,332 consisted
of $1,075,670 incurred by STI which, as the acquired company, was
expensed as of the transaction date and $170,662 of Brunswick
transaction expenses not directly related to the merger, primarily
directors and officers insurance premiums of $160,000.
F. Inventories consisted of the following:
January 31, July 31,
1997 1996
---- ----
Components and subassemblies $ 4,086,600 $ 3,260,700
Material, labor and overhead
costs in process 2,114,500 1,417,200
Finished goods 372,200 1,108,200
----------- -----------
6,573,300 5,786,100
Inventory reserve (673,300) (455,700)
----------- -----------
Total $ 5,900,000 $ 5,330,400
=========== ===========
G. In fiscal 1995, STI's Board of Directors approved a restructuring plan
which resulted in a $450,000 charge against earnings for the relocation
of corporate headquarters. As part of this plan, STI initiated certain
organizational changes during 1996 resulting in additional charges
related to employee severance benefits provided to certain employees
terminated during fiscal 1996.
The following table sets forth the restructuring reserve as of January
31, 1997:
Relocation Employee
of Facilities Separations Total
------------- ----------- -----
Relocation of facilities $450,000 $450,000
Restructuring of operations $321,900 321,900
Cash payments (7,200) (124,300) (131,500)
--------- --------- ---------
Reserve as of July 31, 1996 442,800 197,600 640,400
Cash payments (199,000) (123,800) (322,800)
--------- --------- ---------
Reserve as of January 31, 1997 $243,800 $ 73,800 $317,600
======== ======== ========
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q
For the Quarter Ended January 31, 1997
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
In October 1996, the Company signed an agreement to sublease its
corporate office space in Rockville, Maryland and entered into a new
lease in Columbia, Maryland for the relocation of the corporate
headquarters. The reserve balance for the relocation of facilities at
January 31, 1997 is sufficient to cover both the moving costs and the
lease rate differential on the sublease. The Company moved its
corporate headquarters in December 1996.
H. From August 1, 1996 through November 20, 1996, income tax provisions
were calculated separately for Brunswick and STI. Thereafter, the
income tax provision was calculated for MMT consisting of the combined
Brunswick/STI entities. Through November 20, 1996 a tax provision of
$415,000 was established based on STI's income before taxes of
$1,098,000. During the period August 1, to November 20, 1996, Brunswick
incurred a loss before income taxes of $1,382,000 and hence, no tax
provision was established.
As a result of net operating losses (NOL's) incurred by Brunswick in
prior fiscal periods, the Company has significant NOL carry-forwards
available to offset future tax obligations.
The combined MMT operations incurred a loss for income taxes of
$126,000 from the merger date to January 31, 1997 and hence a $48,000
tax benefit was recorded.
I. Average number of common shares outstanding for the three months and
the six months ended January 31, 1997 reflect the weighted average of
Brunswick shares through the merger date and MMT shares thereafter.
Brunswick shares were converted to STI shares at the ratio of 2.1 STI
shares for each Brunswick share. The number of Brunswick shares
outstanding as of August 1, 1996 was 68,417. The number of MMT shares
outstanding as of January 31, 1997 was 2,912,502.
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q
For the Quarter ended January 31, 1997
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The Quarter and Six Months in Review
On November 20, 1996, Brunswick Biomedical Corporation ("Brunswick") was merged
into Survival Technology, Inc. ("STI") to form Meridian Medical Technologies,
Inc. ("MMT" or the "Company"). At the time of the merger, Brunswick held
approximately 61% of STI's outstanding common stock, which it had purchased from
the estate of STI's late founder on April 15, 1996. As a result, STI had been
treated for financial accounting purposes as a consolidated, majority-owned
subsidiary of Brunswick from that date.
Although STI was the surviving corporation of the merger as a legal matter, the
merger was treated as a purchase of STI by Brunswick for financial accounting
purposes. As a result, Brunswick's historical financial statements became the
Company's financial statements, STI's assets and liabilities have been revalued
to their respective fair values and Brunswick's historical financial statements
will reflect the combined operations of STI and Brunswick after April 15, 1996
(subject to minority interests). The minority interests were eliminated upon
completion of the merger on November 20, 1996.
For the reasons described above, the financial statements of the Company
contained in this Form 10-Q are not comparable to the financial statements
contained in reports previously filed by STI with the Commission, and, due to
substantial differences between the revenues and results of STI and Brunswick,
comparisons of results between periods before and after the purchase of
Brunswick's interest in STI are of limited utility.
MMT's business plan following the merger is to operate as a medical device
company with three distinct divisions. The Drug Delivery Systems Group will seek
to capitalize on injectable drug delivery devices with an emphasis on commercial
auto-injectors. This group will also supply customized drug delivery system
design, pharmaceutical research and development, and sterile product
manufacturing to pharmaceutical and biotechnology companies. The Cardiopulmonary
Systems Group will focus on non-invasive cardiac diagnostics and telemedicine,
carrying forward the research and development activities for the PRIME ECG(TM)
program, a cardiac mapping system to aid in the rapid diagnosis of cardiac
ischemia. The Cardiopulmonary Systems Group is enhancing the PRIME ECG cardiac
mapping system. PRIME ECG will expand from a 64-lead to an 80-lead cardiac
mapping system which should significantly increase its diagnostic accuracy and
improve the product's commercial value. The Company is seeking a strategic
partner for the project and the expanded development is expected to delay
commercialization of the product. The STI Military Systems Group will focus on
the world-wide market for auto-injectors used by military personnel for
self-administration of nerve gas antidotes, morphine and diazepam.
MMT reported a net loss of $4,446,900 ($2.24 per share) on sales of $8.8 million
for the second quarter of fiscal 1997 compared with a net loss of
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q
For the Quarter ended January 31, 1997
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Continued)
$437,000 ($6.38 per share) on sales of $913,000 in the same period of fiscal
1996. Net loss for the six months ended January 31, 1997 totaled $5,025,500
($4.94 per share) on sales of $19 million compared with a net loss of $797,300
($11.65 per share) on sales of $1.7 million during the six-month period ended
January 31, 1996.
The net loss in the current quarter is attributable primarily to adjustments
made to reflect the purchase accounting for the second step of the merger
completed on November 20, 1996. The Company's results in the quarter ended
January 31, 1997 were affected to a significant extent by one-time nonrecurring
adjustments resulting from the merger. These adjustments consisted of (1) a $2.7
million write-off of in-process research and development which represents the
allocation of excess purchase price to in-process research and development
projects whose technological feasibility has not yet been established and (2)
the write-off of $1.2 million of merger costs incurred by STI. Other factors
contributing to the second quarter and year-to-date loss were interest expense
on the acquisition debt of a principal amount of $16.7 million totaling $1.1
million for the quarter and $1.6 million for the six months ended January 31,
1997 and additional expense of $215,700 for the quarter and $376,700 for the six
months ended January 31, 1997 related to the allocation of excess purchase price
to tangible assets and identified intangible assets (developed technology and
other intangible assets) which are being amortized over a five year life for
tangible assets and a ten year life for intangible assets. The Company expects
to report profitable operations in the third and fourth quarters of the current
year, although it likely will report a loss for the year as a whole due to the
one-time nonrecurring adjustments resulting from the merger.
MMT's second quarter operating income, exclusive of one-time, non-recurring
merger-related adjustments of $3.9 million referred to above, was $545,400
compared to an operating loss of $432,700 in the same period in fiscal year
1996. Gross margins, earnings before interest and taxes (EBIT) and earnings
before interest, taxes, depreciation and amortization (EBITDA), exclusive of
one-time, nonrecurring merger-related adjustments, are summarized below (in
thousands):
Three Months Ended Six Months Ended
1/31/97 1/31/96 1/31/97 1/31/96
Gross Margins $3,235 $330 $7,015 $706
EBIT $555 ($430) $1,162 ($780)
EBITDA $1,299 ($385) $2,609 ($690)
Revenues in the second quarter and first six months of fiscal 1996 included only
Cardiopulmonary product sales (currently emergency resuscitation equipment and
cardio-related measurement devices designed for telephonic
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q
For the Quarter ended January 31, 1997
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Continued)
transmission). Revenues in fiscal 1997 included the consolidated sales of MMT's
Cardiopulmonary Systems Group of $608,000 in the second quarter and $1,548,000
for the six months ended January 31, 1997 as well as MMT's Drug Delivery Systems
Group and STI Military Systems Group revenues of $8.2 million and $17.5 million
in the same two periods of fiscal 1997.
Sales of MMT's Drug Delivery Systems Group aggregated $4.0 million in the second
quarter and $9.1 million for the six-month period ended January 31, 1997. Sales
in the comparable prior year periods were $2.8 million and $6 million,
respectively. Auto-injector sales to Center Laboratories, Inc.("Center"), MMT's
exclusive distributor for the EpiPen(R) and the EpiEoZPen auto-injector and
revenues generated from a new auto-injector development and supply agreement
with a major multi-national pharmaceutical company (signed during the first
quarter of fiscal 1997) totaled $3.4 million in the second quarter and $7.8
million for the six-months ended January 31, 1997. The EpiPen and EpiEoZPen are
automatic injectors that contain epinephrine which are indicated for immediate
use by persons in the emergency treatment for severe allergic reactions to bee
stings, insect bites and ingestion of certain foods. MMT's epinephrine product
line has experienced continued growth attributable to the expanded promotional
efforts over the last several years by Center. The Company anticipates
epinephrine product sales to continue improving over prior year levels with
Center's continued expansion of marketing efforts in the U.S. and international
markets coupled with the recent introduction of the EpiEoZPen in 1996. R&D
activities consist of work conducted with a number of pharmaceutical and
biotechnology companies to formulate their drugs for use in MMT's proprietary
drug delivery systems.
Sales of the Company's STI Military Systems Group aggregated $4.2 million in the
second quarter and $8.4 million for the six-month period ended January 31, 1997.
Sales in the comparable prior year periods were $5.7 million and $7.8 million,
respectively. The majority of MMT's military revenues in the first two quarters
of the fiscal year were derived from the Industrial Base Maintenance Contract
with the U.S. Department of Defense. This contract was originally adopted in
1993 by the DoD to assure adequate supplies of critical items in the event of
war. MMT is the only U.S. supplier of nerve gas antidote auto-injectors, which
were widely deployed by U.S. allied forces during the Persian Gulf War. This
contract calls for the retention of key personnel and facilities to assure
expertise for manufacturing auto-injectors, the storage of serviceable material
from expired auto-injectors, the management of the DoD's shelf life extension
program and new product orders. The contract was expanded in 1996 to include the
prestocking of critical auto-injector components at MMT's St. Louis
manufacturing facility to enhance readiness and mobilization capability. The
Company believes this contract represents a cost effective measure for the
Government by allowing the DoD to consolidate its warehouse depots and personnel
necessary to manage this material. During the second quarter, the DoD extended
the Base Maintenance Contract for an additional year, effective December 1,
1996. MMT has intensified its efforts to expand sales of its military products
into international markets resulting in the signing of two multi-year supply
agreements with the Government of
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q
For the Quarter ended January 31, 1997
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Continued)
Israel and an allied government in Europe. Orders from these agreements are
expected to generate $4 million in sales in the second half of fiscal 1997.
Gross margins for the second quarter increased from $330,200 in fiscal 1996 to
$3.2 million in fiscal 1997. Gross margins for the six months ended January 31,
1996 and 1997 were $705,600 and $7 million, respectively. Gross profit
percentage was 37% for both the quarter and six months ended January 31, 1997.
The improvement in gross margins is attributable to higher sales coupled with
overhead costs reductions implemented in the first quarter of fiscal 1997.
Operating expenses (exclusive of the $3.95 million of non-recurring
merger-related costs discussed above) totaled $2.7 million in the second quarter
and $6.0 million for the six months ended January 31, 1997. The Company has
implemented a post-merger consolidation program which will reduce operating
overheads through the use of a single infrastructure for finance,
administration, purchasing, human resources and regulatory affairs for all three
business groups. As part of this restructuring plan, the Company relocated its
corporate offices from Rockville, MD to Columbia, MD, which will reduce
occupancy costs by $150,000 annually. Research and development expenditures
increased significantly over prior year levels. The Company remains focused on
development efforts related to its new generation auto-injector products
designed for outpatient/in-home use as well as non-invasive cardiac diagnostic
devices (PRIME ECG, a unique 80-lead cardiac mapping system). The new
auto-injector products target infrequent injection of medication in acute
episodes of disease as the well as treatment of chronically ill patients. PRIME
ECG provides more rapid and accurate detection of an acute myocardial infarction
("MI") or heart attack when compared with current 12-lead ECG equipment.
Other expenses totaled $1.1 million in the second quarter and $1.5 million for
the six months ended January 31, 1997, reflecting a significant increase over
the corresponding periods of fiscal 1996. These increases are attributable to
higher interest expense on the $16.7 million principal balance of acquisition
debt (see Liquidity and Capital Resources section following) and a higher
utilization of the Company's line of credit facility to finance transaction
costs associated with the merger.
Liquidity and Capital Resources
At the effective time of the merger ("Effective Time"), the Company assumed
Brunswick's indebtedness under a senior bridge loan of $11 million with ING
(U.S.) Capital Corporation ("ING"), a subordinated promissory note ("Note") of
$4.7 million, and a subordinated loan ("Subordinated Loan") of $1 million. At
the Effective Time, the senior bridge loan converted into a $10 million term
loan ("Term Loan") and $1 million of the outstanding principal amount was
repaid. In addition, the lenders of the senior bridge loan made available to the
Company a $5 million revolving credit loan, a portion of which was used to
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q
For the Quarter ended January 31, 1997
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Continued)
discharge the Company's existing debt under a $5 million line of credit
agreement with Merrill Lynch Business Financial Services, Inc., which up to that
point the Company relied on to satisfy its working capital and capital
expenditure requirements. Outstanding borrowings under the revolving credit
agreement with ING totaled $4,650,000 at January 31, 1997.
The Term Loan and the revolving credit loan bear interest at a variable rate
equal to the Prime Rate plus 1.50% and the Prime Rate plus 1.25%, respectively.
These loans are secured by substantially all of the assets of the Company and
will mature on the fifth anniversary of the Effective Time. Quarterly principal
payments on the Term Loan will be required in scheduled amounts ranging from
$250,000 to $750,000, and mandatory prepayments of 75% of the Company's excess
cash flow will be required on an annual basis. Financial covenants under the
Term Loan and the revolving credit loan will require the Company to maintain
certain levels of net worth and debt to EBITDA (earnings before interest, taxes,
depreciation and amortization) ratios while limiting the Company's capital
expenditures made in any one fiscal year. The Company was in compliance with the
financial covenants as of January 31, 1997.
The $4.7 million Note matures on the fifth anniversary of the Effective Time and
bears interest at the rate of 12% per annum through April 15, 1998 and 13%
thereafter. Through April 30, 1998, accrued interest will be compounded and be
added to principal. Thereafter, accrued interest is payable quarterly in
arrears. Principal under the Note is payable in one payment on the maturity
date. The Company may only prepay the Note after repaying all senior
indebtedness, including the Term Loan and the revolving credit loan, or with the
consent of the senior lender. The Company is obligated to prepay the Note,
subject to the rights of the senior debt, upon obtaining certain additional debt
and equity financings to the extent of the net cash proceeds from such
financings.
The Subordinated Loan matures on the same day as the Note and bears interest at
the same rate as the Note. Principal of the Subordinated Loan is payable in
seven consecutive quarterly installments of $125,000 beginning on April 30,
1999, with one final payment payable on the maturity date. The Subordinated Loan
may be prepaid only after satisfaction of the Term Loan, the revolving the
senior lender, upon obtaining certain additional debt and equity financings to
the extent of the net cash proceeds from such financings.
The Company has a Loan Agreement pursuant to which Syntex Laboratories, Inc.,
agreed to lend $5.4 million to the Company to finance working capital
requirements and expenditures designed to increase the production capacity of
the Company's Cartrix(TM) syringe system. The outstanding loan balance bears
interest at the same rate of interest the Company pays on its current commercial
line of credit facility. Principal payments continued for the six-month period
ended December 31, 1996 at the minimum of $200,000 per quarter reducing the
outstanding loan balance to $188,400 at January 31, 1997.
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q
For the Quarter ended January 31, 1997
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Continued)
To assist in the Company's capital investment program, the Company entered into
a loan agreement with The CIT Group/Equipment Financing, Inc. ("CIT") in May
1995. This agreement consists of a series of loans for the acquisition of
production molds, high speed component preparation and filling equipment and
facility renovations not to exceed a maximum aggregate of $3 million. Loan
proceeds to date totaled $1.7 million of which $1.2 million was outstanding at
January 31, 1997 at a weighted average interest rate of 8.72%.
The Company had borrowings of $216,500 outstanding at January 31, 1997 under a
foreign bank line of credit that carries a borrowing limitation of
(pound)145,000 ($240,000 at January 31, 1997). The borrowings under the line of
credit are due on demand and bear interest at the bank's published rate (5.75%
at January 31, 1997) plus 2%. The line expires on December 18, 1997 and is
secured by an irrevocable letter of credit. The Company, as collateral for the
line of credit pledged $250,000, which is held in an interest-bearing account.
This amount is included in short-term investments at January 31, 1997 and July
31, 1996.
Although management believes that the Company should be able to service its
indebtedness and comply with the financial convenants of the Term Loan,
management recognizes the Company must achieve higher operating results, obtain
external financing through strategic partners or alliances with entities
interested in and with the resources to support the Company's research programs
and activities and/or obtain additional equity financing. No assurance can be
given that the Company will be successful in achieving higher operating results,
finding strategic partners or alliances, raising additional capital or
restructuring its current debt.
In conjunction with the consummation of the merger, the Company plans to retain
investment banking counsel to advise it on the possible sale of equity
securities through a secondary offering. The Company also plans to retain
independent consultants to assist it to identify other entities interested in
MMT's research programs. Management expects that these efforts will result in
the introduction of a strategic partner with interests and resources which may
be compatible with that of the Company. However, no assurances can be given that
the Company will be successful in raising additional capital or entering into a
business alliance. If the Company is unable to obtain adequate additional
financing or enter into such business alliance, management will be required to
sharply curtail the Company's research programs as well as certain other
operations.
Balance Sheet Review
Working capital was $1.8 million at January 31, 1997 compared with $4.2 million
at July 31, 1996 representing a decrease of $2.4 million. This decrease resulted
primarily from higher levels of short-term borrowings under the Company's
revolving credit agreement with ING coupled with higher levels of accounts
payable used to finance merger-related transaction costs, to
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q
For the Quarter ended January 31, 1997
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Continued)
service the acquisition debt $16.7 and to purchase inventories in support of
higher sales anticipated in the third quarter.
Cash provided by operating activities aggregated $830,600 million for the six
months ended January 31, 1997. Receivables decrease $206,000 while inventory
levels increased $569,600. Inventories increased in support of higher sales
levels anticipated for the second half of fiscal 1997 which will include
shipments of military auto-injectors to the Government of Israel and a new
customer in Europe.
Capital expenditures totaled $1.3 million during the first half of fiscal 1997
which consisted primarily of cost reduction programs and other improvements
designed to automate and enhance capacity of the current production processes at
the Company's St. Louis manufacturing facility. The timing of capital
expenditures is contingent on the Company's ability to identify outside sources
of capital. The Company is in discussions with ING to obtain additional
availability under its line of credit facility for purposes of capital
expansion.
Developed technology, patents and licenses and other intangible assets increased
as a result of the merger of STI and Brunswick on November 20, 1996. The excess
of purchase price over historical net book value related to minority interests
were allocated as follows:
Fixed Assets ($308,991)
In-process research and development 2,702,234
Developed technology 3,332,870
Other intangible assets 570,387
----------
$6,296,500
==========
As discussed previously, and summarized in Note C to the Consolidated Condensed
Financial Statements, in-process research and development was written off in the
current quarter.
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q
For the Quarter ended January 31, 1997
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K:
(b) Reports on Form 8-K
Form 8-K/A dated January 22, 1997 (Item 2)
Financial Statements included therewith or incorporated by reference
therein:
(a) Audited consolidation financial statements of
Brunswick as of June 30, 1996 and for the year then ended,
together with the report of the independent accountants
thereon, were previously included on pages F-1 through F-28 of
the Registrant's definitive proxy statement dated October 30,
1996.
(b) Audited consolidated financial statements of
Brunswick as of June 30, 1995 and 1994 and for the two years
ended June 30, 1995 and 1994, together with the report of the
independent public accountants thereon.
(c) Unaudited Consolidated Condensed Financial
Statements of Brunswick for the one-month period ended July
31, 1996 and as of October 31, 1996 and for the three-month
period then ended.
(d) Unaudited pro forma combined financial
information as of July 31, 1996, giving effect to the merger,
were previously included on pages 50-55 of the Registrant's
Definitive Proxy Statement dated October 30, 1996.
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q
For the Quarter ended January 31, 1997
SIGNATURES
Pursuant to the requirement 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.
MERIDIAN MEDICAL TECHNOLOGIES, INC.
-----------------------------------
Registrant
March 17, 1997 By: /s/ James H. Miller
- -------------- -------------------------
Date James H. Miller
President and Chief Executive Officer
(Principal Executive Officer)
March 17, 1997 By: /s/ Jeffrey W. Church
- -------------- -------------------------
Date Jeffrey W. Church
Sr. Vice President-Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<PAGE>
MERIDIAN MEDICAL TECHNOLOGIES, INC.
FORM 10-Q
For the Quarter ended January 31, 1997
SIGNATURES
Pursuant to the requirement 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.
MERIDIAN MEDICAL TECHNOLOGIES, INC.
-----------------------------------
Registrant
By:
- -------------- -------------------------
Date James H. Miller
President and
Chief Executive Officer
(Principal Executive
Officer)
By:
- -------------- -------------------------
Date Jeffrey W. Church
Sr. Vice President-Finance
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
