The Company classifies its products into two core business segments: the Wyndgate Division (“Wyndgate”) and PeopleMed. Wyndgate develops, markets and supports blood tracking systems to assist community blood centers, hospitals, plasma centers and outpatient clinics in the U.S. in complying with the quality and safety standards of the FDA for the collection, transfusion, and management of blood and blood products. PeopleMed offers chronic disease management as an Application Service Provider (“ASP”). PeopleMed’s systems use the Internet to coordinate sources and users of a patient’s clinical information, including laboratory, pharmacy, primary and specialty care providers, claims, and medical records. The following presents segment information for the Company for the nine months ended September 30, 2002 and 2001:
GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002 (continued)
7. Subsequent Events
Issuance of Common Stock Options
In October 2002, the Company’s board of directors approved the issuance of approximately 853 thousand incentive stock options to employees under the 2001 Stock Option Plan. The options are exercisable at $0.58 per share, the closing price of the Company’s stock on the effective date of the option grant, October 25, 2002. The options are exercisable for a period for 10 years from the date of grant and vest at a rate of 20% on the following dates: December 1, 2002, December 2, 2003, December 1, 2004, December 1, 2005, and December 1, 2006.
In October and November, the Company executed employment agreements with certain management members and employees pursuant to which 1.7 million stock options were issued.
Employment Agreements
The following summarizes certain employment agreements that that the Company executed with certain executives of the Company after September 30, 2002:
Michael I. Ruxin -On November 1, 2002, the Company entered into an Employment Agreement with Dr. Ruxin for a period of five years commencing August 1, 2003. Under the Employment Agreement, Dr. Ruxin will receive a salary of $275,000 per year and certain other fringe benefits. Dr. Ruxin’s salary shall be reviewed on an annual basis and if his performance is deemed satisfactory, he shall receive a minimum 7.5% cost of living increase, plus any other increase which may be determined from time to time at the discretion of the Company’s Board of Directors. In addition, Dr. Ruxin shall be eligible for a performance increase.
Pursuant to Dr. Ruxin’s Employment Agreement, the Company authorized the issuance to Dr. Ruxin of 500,000 total incentive stock options and nonqualified stock options to purchase an aggregate of 500,000 shares of the Company’s common stock. The options shall become exercisable at the rate of 20% each year upon Dr. Ruxin’s completion of each year of employment with the Company beginning May 29, 2002. The stock option price shall be $0.58, which is the closing price on the execution of Dr. Ruxin’s Employment Agreement.
Thomas F. Marcinek -On November 4, 2002, the Company entered into an Employment Agreement with Thomas F. Marcinek for a period of five years commencing November 2, 2003. Under the Employment Agreement, Mr. Marcinek will receive a salary of $175,000 per year and certain other fringe benefits. Mr. Marcinek’s salary shall be reviewed on an annual basis and if his performance is deemed satisfactory, he may receive a minimum 7.5% cost of living increase, plus any other increase which may be determined from time to time at the discretion of the Company’s Board of Directors. In addition, Mr. Marcinek shall be eligible for a performance increase.
Pursuant to Mr. Marcinek’s Employment Agreement, the Company authorized the issuance to Mr. Marcinek of 500,000 total incentive stock options and nonqualified stock options to purchase an aggregate of 500,000 shares of the Company’s common stock. The options shall become exercisable at the rate of 20% each year upon Mr. Marcinek’s completion of each year of employment with the Company beginning May 29, 2002. The stock option price shall be $0.58, which is the closing price on the execution of Mr. Marcinek’s Employment Agreement.
Gerald F. Willman, Jr. -On October 31, 2002, the Company entered into an Employment Agreement with Mr. Willman for a period commencing July 1, 2004 and ending November 1, 2008. Under the agreement, Mr. Willman will receive a salary of $105,000 per year and certain other fringe benefits. Mr. Willman’s salary shall be reviewed on an annual basis and if his performance is deemed satisfactory, his salary may be increased at least in an amount equal to the cost of living increase for the prior year, providing that at least one other senior management’s salary (CEO or COO) is increased by a similar cost of living raise. In addition, Mr. Willman shall be eligible for a performance increase.
Pursuant to Mr. Willman’s Employment Agreement, the Company authorized the issuance to Mr. Willman of 150,000 incentive stock options to purchase an aggregate of 150,000 shares of the Company’s common stock. The options shall become exercisable at the rate of 20% each year upon Mr. Willman’s completion of each year of employment with the Company beginning May 29, 2002. The stock option price shall be $0.58, which is the closing price on the execution of Mr. Willman’s Employment Agreement.
Miklos Csore -On October 31, 2002, the Company entered into an Employment Agreement with Mr. Csore for a period commencing November 1, 2003 and ending November 1, 2008. Under the agreement, Mr. Csore will receive a salary of $135,000 per year and certain other fringe benefits. Mr. Csore’s salary shall be reviewed on an annual basis and if his performance is deemed satisfactory, his salary may be increased at least in an amount equal to the cost of living increase for the prior year, providing that at least one other senior management’s salary (CEO or CFO) is increased by a similar cost of living raise. In addition, Mr. Csore shall be eligible for a performance increase.
Pursuant to Mr. Csore’s Employment Agreement, the Company authorized the issuance to Mr. Csore of 350,000 incentive stock options to purchase an aggregate of 350,000 shares of the Company’s common stock. The options shall become exercisable at the rate of 20% each year upon Mr. Csore’s completion of each year of employment with the Company beginning May 29, 2002. The stock option price shall be $0.58, which is the closing price on the execution of Mr. Csore’s Employment Agreement.
Tim Pellegrini -On October 31, 2002, the Company entered into an Employment Agreement with Mr. Pellegrini for a period commencing November 1, 2004 and ending November 1, 2008. Under the agreement, Mr. Pellegrini will receive a salary of $133,000 per year and certain other fringe benefits. Mr. Pellegrini’s salary shall be reviewed on an annual basis and if his performance is deemed satisfactory, his salary may be increased at least in an amount equal to the cost of living increase for the prior year, providing that at least one other senior management’s salary (CEO or CFO) is increased by a similar cost of living raise. In addition, Mr. Pellegrini shall be eligible for a performance increase.
Pursuant to Mr. Pellegrini’s Employment Agreement, the Company authorized the issuance to Mr. Pellegrini of 150,000 incentive stock options to purchase an aggregate of 150,000 shares of the Company’s common stock. The options shall become exercisable at the rate of 20% each year upon Mr. Pellegrini’s completion of each year of employment with the Company beginning May 29, 2002. The stock option price shall be $0.58, which is the closing price on the execution of Mr. Pellegrini’s Employment Agreement.
The foregoing summary is qualified in its entirety by reference to copies of the employment agreements which are attached as Exhibits to this Form 10-Q.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Global Med Technologies, Inc. and subsidiary (the “Company” or “Global Med”), designs, develops, markets and supports information management software products for blood banks, hospitals, centralized transfusion centers and other healthcare related facilities. Revenues for the Company’s Wyndgate division are derived from the licensing of software, the provision of consulting and other value-added support services. Revenues for PeopleMed.com, Inc. (“PeopleMed”) are derived, generally, from providing ASP services. The Company operates in two segments.
The following discussion of the Company’s results of operations and of its liquidity and capital resources is derived from and should be read in conjunction with the unaudited financial statements and the related notes herein.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2001
Revenues. Revenues are comprised primarily of license fees, maintenance and usage fees, and implementation and consulting services revenues.
Revenues for the three months ended September 30, 2002 decreased by $276 thousand or 16.2% when compared with the same three month period in 2001. The decrease for the three months ended September 30, 2001 was due primarily to an decrease in software license revenues of $336 thousand, offset by an increase in implementation services revenue of $47 thousand.
Cost of revenue. Cost of revenues increased $4 thousand to $614 thousand for the three months ended September 30, 2002. Cost of revenue as a percentage of total revenues was 43.1% and 35.9% for the three months ended September 30, 2002 and 2001, respectively. The increase in costs as a percentage of revenues was primarily the result of the decrease in software license revenues that typically have higher margins than the Company’s services revenues.
Gross profit. Gross profit as a percentage of total revenue was 56.9% and 64.1% for the three months ended September 30, 2002 and 2001, respectively. This decrease in gross profit was primarily a result of the decreased revenues derived from software license fees which typically have higher margins than the Company’s services revenues.
General and administrative. General and administrative expenses increased $40 thousand or 8.5%, for the three months ended September 30, 2002 compared to the same three months in 2001. This increase was primarily due to an increase in legal expenses of approximately $29 thousand associated mainly with the filing of the Company’s proxy statement. The proxy-related costs for 2001 were incurred during the six months ended June 30, 2001.
Sales and marketing. For the three months ended September 30, 2002, Sales and Marketing expenses increased $49 thousand or 14.8%, compared with the same period in 2001. The increase was primarily due to an increases in marketing and travel expenses of $63 thousand and $14 thousand, respectively. Offset by a reduction in labor and commission expenses of approximately $34 thousand.
Research and development. Research and development expenses increased $78 thousand or 115.1%, for the three months ended September 30, 2002 compared to the same three months in 2001. The increase is primarily due to a decrease in capitalized software development costs of $39 thousand and an increase in labor related expenses of approximately $38 thousand for the quarter ended September 30, 2002 when compared to the comparable prior period in 2001.
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Net income (loss). The Company’s net loss for the three months ended September 30, 2002 and 2001 was $410 thousand. The Company had net income of $42 thousand for the three months ended September 30, 2001. The change of $452 thousand relates primarily to decreased revenues and increased costs of operations for the period ended September 30, 2002, when compared to the comparable period in 2001.
NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2001
Revenues. Revenues are comprised primarily of license fees, maintenance and usage fees, and implementation and consulting services revenues.
Revenues for the nine months ended September 30, 2002 increased by $347 thousand or 7.7% when compared with the same nine month period in 2001. This increase was due primarily to an increase in maintenance revenues of $203 thousand, an increase in implementation revenues of $234 thousand, an increase in engineering and consulting services of approximately $382 thousand, and an increase in PeopleMed.com revenues of approximately $41 thousand, offset by a decrease in software license fee revenues of approximately $521 thousand.
Cost of revenue. Cost of revenue as a percentage of total revenues was 40.5% and 41.7% for the nine months ended September 30, 2002 and 2001, respectively.
Gross profit. Gross profit increased $261 thousand to $2.881 million for the nine months ended September 30, 2002 and 2001, respectively. The increase in gross profit was due primarily to an increase in revenues.
General and administrative. For the nine months ended September 30, 2002, general and Administrative expenses decreased $710 thousand to $1.487 million, compared with the same period in 2001. The decrease was primarily due to a $246 thousand decrease in investor relations associated with the cancellation of an investor relations agreement in 2001, a decrease in compensation of $210 thousand paid to a director for consulting services, a decrease in travel expenses of $65 thousand, and a decrease in accounting expenses of $56 thousand.
Sales and marketing. For the nine months ended September 30, 2002, sales and marketing expenses decreased $292 thousand or 22.1%, when compared with the comparable period in 2001. These decreases were primarily due to a decrease in labor and commission expenses of $219 thousand and a decrease in Marketing expenses of $25 thousand.
Research and development. For the nine months ended September 30, 2002, research and development expenses increased $95 thousand to $350 thousand, when compared with the same period for 2001. The primary reasons for the increase were a decrease of $44 thousand in capitalized software development costs, and an increase of $41 thousand in labor-related expenses.
Financing costs. Financing costs decreased $63 thousand for the nine month period ended September 30, 2002 when compared with the same period for 2001. The decrease was primarily due to lower deferred financing costs associated with the arrangements in existence during the nine months ended September 30, 2002 versus the comparable period in 2001.
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Net loss. The Company’s net loss for the nine months ended September 30, 2002 and 2001 was $537 thousand and $1.747 million, respectively. The difference of $1.210 million relates primarily to decreased general and administrative expenses and increased revenues for the nine months ended September 30, 2002, when compared with the same period in 2001.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash and cash equivalents of $880 thousand as of September 30, 2002 compared to $677 thousand at December 31, 2001, none of which was restricted.
The Company had a net working capital deficit of $4.785 million as of September 30, 2002 and $1.186 million at December 31, 2001. The primary reason for the increase in the working capital deficit is the Company’s debt with its parent company is classified as a short-term liability as of September 30, 2002 as it is due on July 1, 2003.
The Company provided $327 thousand in cash from operating activities during the nine months ended September 30, 2002. The cash provided during the nine months ended September 30, 2002 consisted primarily of the net loss of $537 thousand, net of non-cash changes of $1.071 million and changes in operating assets and liabilities of $207 thousand.
Net cash used in investing activities was $365 thousand during the nine months ended September 30, 2002 compared to $222 thousand during the same period of 2001. The Company invested $74 thousand and $155 thousand in capitalized software development during the nine months ended September 30, 2002 and 2001, respectively. In addition, the Company purchased $170 thousand and $2 thousand in equipment for the nine months ended September 30, 2002 and 2001, respectively. The Company also lent $220 thousand and $65 thousand to a related party for the nine months ended September 30, 2002 and 2001, respectively.
Net cash provided by financing activities was $241 thousand during the nine months ended September 30, 2002, compared to net cash used in financing activities of $100 thousand during the nine months ended September 30, 2001. The financing activities for the nine months ended September 30, 2002 primarily include proceeds from the financing agreements with a related party and sales of common stock.
In November 2000, eBanker agreed to exercise warrants to purchase 8 million shares of common stock of Global Med at $0.25 per share in exchange for converting $2 million of its notes receivable from Global Med. The remaining $3.4 million outstanding under the various financing agreements and accrued interest of $429 thousand were combined into one agreement and the due date was extended to July 1, 2001. Global Med agreed to pay interest of 12% per annum on a semi-annual basis, with the first interest payment due May 19, 2001. The 8 million shares of common stock were issued on February 28, 2001 and were considered outstanding as of November 19, 2000. In consideration for the extension of the remaining principal and interest, eBanker received a fee of 5% payable in 197,600 shares of common stock of Global Med. In addition, eBanker was issued 500,000 restricted shares of Global Med common stock as consideration for changing the default conversion rate to $1.00. Additionally, upon the occurrence of certain events related to a certain contract Global Med is negotiating, Global Med will have the right, at its discretion, to put its shares of common stock worth up to $1.5 million to eBanker at $0.50 per share in the form of exchanging debt for common stock.
As a result of these transactions, eBanker obtained control of Global Med and Global Med was reflected in eVision’s consolidated financial statements as a consolidated subsidiary of eBanker effective November 19, 2000.
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On March 22, 2001, Global Med and eBanker entered into an interest payment option agreement that provides that Global Med may have the option, with five days prior written notice, to elect and pay to eBanker, before July 1, 2001, Global Med’s entire interest payment calculated for the life of loan agreement dated November 19, 2000, in the form of 1,746,688 shares of Global Med common stock (calculated at $0.6875 per share, which was the prevailing market price on March 22, 2001). In the event that Global Med pays down any principal on the loan prior to July 1, 2003, eBanker will return a number of shares determined by calculating the pro-rata interest avoided due to early repayment of principal divided by $0.6875 per share. eBanker will make this calculation on July 1, 2001, July 1, 2002 and July 1, 2003.
On June 20, 2001, the Company elected to exercise the interest payment option. As a result, eBanker has issued 1,746,688 shares of the Company’s common stock as payment for the interest expense on the Company’s outstanding loan balance with eBanker of $3.829 million through the loan’s maturity date of July 1, 2003. The 1,746,688 shares are considered outstanding as of June 20, 2001, the date the interest option was exercised. The Company has recorded $335 thousand in a contra-equity account associated with the issuance of these shares as of September 30, 2002.
On July 1, 2001 in accordance with the terms of the existing financing agreement, eBanker received the right to warrants to acquire up to 10,168,430 shares of Global Med common stock with an exercise price of $0.50 per share. (See Note 5). On July 1, 2001 the maturity date of the note payable was automatically extended to July 1, 2003; and as of that date, the outstanding debt is no longer convertible into the common stock of the Company at $1.00 per share.
The Company had an accumulated deficit of $38.7 million as of September 30, 2002. In view of the Company’s current cash position, financing activities, and projected cash flow, management believes the Company has the financial resources, or can obtain the financial resources, to maintain its planned level of operations for the next twelve months, although the Company anticipates that it may continue to incur operating losses, negative cash flows and capital expenditures during that period.
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001, the FASB issued Statement of Financial Accounting Standards (“SFAS”) Nos. 141 and 142 “Business Combinations” and “Goodwill and other Intangible Assets”. Statement 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. Under the guidance of Statement 142, goodwill is no longer subject to amortization over its estimated useful life. Rather, goodwill will be subject to at least an annual assessment for impairment by applying a fair value base test. The Company adopted this statement on January 1, 2002. The adoption of this statement did not have a material effect on the financial position or results of operations of the Company.
In August 2001, the FASB issued SFAS No. 143, Accounting for Asset Requirement Obligations. SFAS No. 143 requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. SFAS No. 143 is effective September 30, 2003 for the Company. The Company believes the adoption of this statement will have no material impact on its consolidated financial statements.
In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS 144 requires that those long-lived assets be measured at the lower of carrying amount or fair value, less cost to sell, whether reported in continuing operations or in discontinued operations. Therefore, discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet occurred. The Company adopted SFAS 144 on January 1, 2002. The adoption of this statement did not have a material impact on its consolidated financial statements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk as it relates to Global Med generally represents the risk of loss that may result from the potential change in the value of a financial instrument as a result of fluctuations in interest rates. Global Med is exposed to interest rate risk in its notes payable. Interest rate risk results when the market rate of the debt instruments decreases for notes payable. All of the Company’s outstanding debt is with eBanker or subsidiaries of eBanker. eBanker is a subsidiary of Global Med’s parent Company. The Company attempts to reduce interest rate risk by negotiating terms on its debt with eBanker that are consistent with current market rates. As a result of Global Med’s relationship with its parent companies and subsidiaries, the terms of the financing agreement may not be indicative of those that would have resulted if Global Med were unaffiliated with these entities.
Sensitivity analyses were performed to determine how market rate changes would affect the fair value of our debt. Such an analysis is inherently limited in that it represents a singular, hypothetical set of assumptions. Actual market movements may vary significantly from our assumptions. A one-percentage point change in interest rates on our debt as of September 30, 2002 would change our annual pre-tax income annual results by approximately $40 thousand. The stated interest rate on our debt, exclusive of financing charges, is 12%. Hypothetically, if the interest rate on this debt were subject to fluctuations with the market and the market interest rate was 13%, Global Med’s pre-tax income would decrease approximately $40 thousand. Conversely, if Global Med’s debt were subject to market fluctuations and the market interest rate was 11%, the Company’s pre-tax income would increase approximately $40 thousand. In addition, each subsequent increase or decrease in the interest rate of 1% would change pre-tax income by an additional $40 thousand.
ITEM 4. CONTROLS AND PROCEDURES
The Company, under the supervision of the chief executive and financial officer, has conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures within 90 days of the filing date of this quarterly report. Based upon the results of this evaluation, the Company believes that it maintains proper procedures for gathering, analyzing and disclosing all information in a timely fashion that is required to be disclosed in its Exchange Act reports. There have been no significant changes in the Company’s controls subsequent to the evaluation date.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any legal proceedings which management believes to be material, and there are no such proceedings which are known to be contemplated. The foregoing notwithstanding, on September 8, 2000, a law suit was filed in the United States District Court for the Southern District of New York, Case No. 00 CIV. 6769, against certain shareholders and directors of the Company, including, eVision, eBanker, American Fronteer Financial Corporation (“AFFC”), Fai H. Chan, Tony T.W. Chan, Robert Trapp, Kwok Jen Fong, Jeffrey M. Busch, Gary L. Cook and other officers and directors of these entities for alleged misrepresentations and/or omissions of material facts in private offering memoranda, communications with shareholders, and in eVision’s Annual Report on Form 10-K, in violation of Sections 10(b) and Rule 10b-5 of the Securities and Exchange Act of 1934. Among other items, the plaintiffs were seeking compensatory damages of no less than $70 million. On March 19, 2001, the United States District Court dismissed the lawsuit in response to a Motion to Dismiss filed by the defendants on December 7, 2000. The plaintiffs’ appeal of the dismissal was denied on July 8, 2002. The defendants intend to vigorously defend any further appeal of the dismissal by plaintiffs, if any.
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Item 2. Changes in Securities
None.
Item 4. Submission of matters to a vote of security holders
None.
Item 6. Exhibits and Reports on Form 8-K
| (a) | Exhibit 99.1 Certification of Chairman and Chief Executive Officer, and Acting Principal Financial Officer and Treasurer. |
| (b) | Exhibit 10.60 Employment Agreement, executed October 31, 2002, between the Company and Gerald F. Willman Jr., effective July 1, 2004. |
| (c) | Exhibit 10.61 Employment Agreement, executed November 1, 2002, between the Company and Michael I. Ruxin, effective August 1, 2003. |
| (d) | Exhibit 10.62 Employment Agreement, executed October 31, 2002, between the Company and Tim Pellegrini, effective April 1, 2004. |
| (e) | Exhibit 10.63 Employment Agreement, executed October 31, 2002, between the Company and Miklos Csore, effective November 1, 2003. |
| (f) | Exhibit 10.64 Employment Agreement, executed November 4, 2002, between the Company and Thomas F. Marcinek, effective November 2, 2003. |
There were no Current Reports on Form 8-K filed during the three months ended September 30, 2002.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
GLOBAL MED TECHNOLOGIES, INC.
A Colorado Corporation
Date: November 14, 2002 By /s/ Michael I. Ruxin
Michael I. Ruxin, Chairman of the Board
and Chief Executive Officer
Date: November 14, 2002 By /s/ Gary L. Cook
Gary L. Cook, Director, Acting Principal
Financial Officer and Treasurer
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Certification
I, Michael I. Ruxin, the Chief Executive Officer of Global Med Technologies, Inc. (the “Company”), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the Company;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Dated: November 14, 2002
| /s/ Michael I. Ruxin
Name: Michael I. Ruxin
Title: Chairman of the Board and Chief Executive Officer |
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Certification
I, Gary L. Cook, the Principal Financial Officer of Global Med Technologies, Inc. (the “Company”), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the Company;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Dated: November 14, 2002
| /s/ Gary L. Cook
Name: Gary L. Cook
Title: Director, Principal Financial Officer, and Treasurer |
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