Cash flows from operations provided $887 thousand in cash for the six months ended June 30, 2008. The cash provided during the six months ended June 30, 2008 consisted primarily of the net income of $512 thousand net of non-cash changes which provided $329 thousand, and changes in operating assets and liabilities which provided $46 thousand. The primary source of the Company’s operating cash inflows is its billings to customers for the sale of software, services, and maintenance and support. For the six months ended June 30, 2008 and 2007, the Company’s accounts receivable billings were approximately $9.7 million and $7 million, respectively. For the six months ended June 30, 2008 and 2007, the Company collected approximately $9.639 million and $9.293 million, respectively from accounts receivable. For the six months ended June 30, 2008, the Company’s cash outflows from operations were approximately $8.752 milli on and consisted primarily of three components, payroll, vendor-related expenses, and payment of $745 thousand in income taxes. Payroll related expenses typically range from 50%-60% of the Company’s cash outflows from operations with vendor payments typically making up the majority of the remaining amount. The Company believes that the cash flows from its recurring customer base, accounts receivable, backlog, and new system sales will provide for positive cash flows from operations on an annual basis in 2008 and possibly thereafter. As a result of the debt and capital lease obligations acquired as part of the Inlog Acquisition and to finance the Inlog Acquisition, the Company’s annual debt expense and interest payments, exclusive of any debt added after June 30, 2008, are estimated to be approximately $500 thousand.
We believe that our current cash and cash equivalents, marketable securities and cash generated from operations will be sufficient to meet our working capital, capital expenditures, contractual obligations and investment needs.
In addition, we believe we could fund other acquisitions and repurchase common stock with our internally available cash and investments, cash generated from operations, additional borrowings or from the issuance of additional securities.
On June 17, 2008, Global and its subsidiary, PeopleMed, entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank. The purpose of entering into the Loan Agreement was to finance the acquisition of Inlog. The Loan Agreement provides for (i) a revolving line of credit (“LOC”) in an amount of up to $1 million, and (ii) a term loan (“Term Loan”) in an amount of up to $5 million. Global and PeopleMed together are referred to as the “Borrower.” As of June 30, 2008, the entire $6 million amount under the Loan Agreement had been borrowed.
The LOC, subject to certain limitations, can be used (i) to borrow revolving loans, (ii) to obtain letters of credit, (iii) to enter into certain foreign exchange contracts and (iv) for certain cash management services. Borrowings under the LOC may be repaid and re-borrowed until June 17, 2011, at which time all amounts borrowed must be repaid. Interest under the revolving line of credit accrues at a floating per annum rate equal to the greater of 0.50% above the prime rate, or 5.50%, which interest is payable on a monthly basis.
Interest under the Term Loan accrues at a per annum rate equal to the greater of 2.00% above the prime rate fixed at the time of funding, or 7.00% . The Term Loan is payable in 60 consecutive equal monthly installments of principal plus monthly payments of accrued interest beginning on January 1, 2009. Prior to January 1, 2009, only accrued interest is payable on the Term Loan. The Term Loan may be prepaid, except that prepayment of the entire amount of the outstanding Term Loan will be subject to, among other things, a make-whole premium. The Loan Agreement also provides for the payment of an annual amount equal to 25% of the Borrower’s excess cash flow for the immediately preceding fiscal year until the earlier of December 1, 2013 or all amounts owed under the Term Loan have been paid in full; provided, that for the first excess cash flow payment only, such amount will be based on excess cash flow for the semi-annual pe riod beginning on July 1, 2008 through December 31, 2008.
The LOC and Term Loan under the Loan Agreement are secured by a first priority security interest in certain assets of the Borrower. In addition, on June 17, 2008, the Borrower entered into an Intellectual Property Security Agreement (the “IP Security Agreement”) with Silicon Valley Bank. Pursuant to the IP Security Agreement, the Borrower granted Silicon Valley Bank a security interest in certain intellectual property of Borrower.
The Loan Agreement contains affirmative and negative covenants, including covenants that limit or restrict the Company’s ability to, among other things, dispose of certain assets, undergo a change of control, incur certain indebtedness, make certain investments or acquisitions, pay cash dividends and enter into certain transactions with affiliates.
Events of default under the Loan Agreement include, among other things, non-payment, violation of covenants, bankruptcy and insolvency events, material adverse change, cross default to certain other indebtedness, certain judgments rendered against Borrower and inaccuracy of representations and warranties. The occurrence of an event of default could result, among other things, in the acceleration of obligations under the Loan Agreement.
On July 18, 2008, the Borrower entered into a Loan and Security Agreement (the “Second Loan Agreement”) with Partners for Growth II, L.P. (the “Lender”). The Second Loan Agreement provides for a term loan (“Second Term Loan”) in an amount of $1 million.
The loan bears interest at a rate equal to the prime rate from time to time (floating) plus 3% per annum, 8% as of July 18, 2008. So long as the Borrower maintains a minimum specified monthly liquidity ratio, the Borrower is only required to pay interest on the outstanding principal amount of the loan until July 18, 2011, on which date any unpaid principal plus any accrued and unpaid interest shall be due and payable. In the event that the Borrower does not maintain the monthly liquidity ratio, the Lender may require Borrower to amortize the loan over 36 months. The Second Term Loan may be prepaid without penalty or fees.
A default interest rate applies to the loan during an event of default under the Second Loan Agreement at a rate equal to the lesser of 18% per annum and the maximum rate of interest that may lawfully be charged to a commercial borrower. The Borrower is also obligated to pay certain commitment fees and bank expenses.
The Second Term Loan is secured by certain assets of the Borrower, including all of the Borrower’s intellectual property, all of Borrower’s equity interests in its domestic subsidiaries and up to 65% of Borrower’s equity interests in any foreign subsidiary.
The Second Loan Agreement contains affirmative and negative covenants, including covenants that limit or restrict the Company’s ability to, among other things, acquire or dispose of certain assets, undergo a change of control, incur certain indebtedness, make certain investments or loans, pay cash dividends, acquire certain shares of its own stock and enter into transactions outside the ordinary course of business.
Events of default under the Second Loan Agreement include, among other things, non-payment of the loan or certain other obligations, violation of certain covenants, failure to perform certain obligations, bankruptcy and insolvency events, material adverse change, cross default to certain other indebtedness, and inaccuracy of representations and warranties. The occurrence of an event of default could result, among other things, in the acceleration of obligations under the Second Loan Agreement.
In connection with the Second Term Loan, Global Med issued to the Lender a warrant to purchase 105 thousand shares of the common stock of Global Med at a price of $1.25 per share. The warrant expires on July 17, 2013.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for a Smaller Reporting Company.
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ITEM 4. CONTROLS AND PROCEDURES. |
| Evaluation Of Disclosure Controls And Procedures |
As of the end of the period covered by this report, the Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s Principal Executive Officer and the Acting Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company’s disclosure control objectives. The Company’s Principal Executive Officer and acting Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective at the reasonable assurance level as of the end of the period covered by this report.
| Changes In Internal Controls Over Financial Reporting |
During the fiscal quarter ended June 30, 2008, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.The Company acquired Inlog on June 26, 2008. The Company has not yet performed the procedures necessary to evaluate if Inlog’s internal controls over financial reporting are effective. The Company currently plans on reviewing Inlog’s controls over financial reporting during the fourth quarter.
PART II – OTHER INFORMATION |
ITEM 1. LEGAL PROCEEDINGS
In September 2002, Global Med filed a lawsuit against Donnie L. Jackson, Jr., Global Med’s former Vice President of Sales and Marketing. Global Med alleges, among other things, that prior to his resignation in July 2002 Mr. Jackson misappropriated certain trade secrets of Global Med. After leaving Global Med, Mr. Jackson became a management employee of one of Global Med’s competitors. On March 30, 2005, the Superior Court of the State of California in and for the County of El Dorado granted the motion for summary judgment for Donnie L. Jackson, Jr. On September 1, 2005, the Company deposited $1.004 million with the Superior Court in the State of California in the County of El Dorado. This deposit represents potential fees and attorneys’ costs the Company could be required to pay in the event the Company did not prevail on appeal. The $1.004 million is classified as a “Deposit in escrow” on the Company& #146;s balance sheets as of December 31, 2007 and June 30, 2008. Based on external evidence and the advice of legal counsel, the Company determined that it was more likely than not that the Company would be required to pay the $1.004 million. As a result, the Company expensed the amount of the “Deposit in escrow” and set up a liability for $1.004 million. On December 2006, the summary judgment was reversed by the California Court of Appeals and the matter was remanded to the trial court. In May 2007, the $1.004 million Deposit in escrow was returned to the Company along with $80 thousand in accrued interest.
In the United States and Europe, there is substantial competition in all aspects of the blood bank and hospital information management industry. Numerous companies are developing technologies and marketing products and services in the healthcare information management area. Many competitors in the blood bank industry have received FDA clearance for their products. There is also substantial competition in the European markets served by Inlog related to blood banks, transfusion, and laboratory information systems. Europe does not presently have analogous FDA-like regulations for its blood donor and transfusion product. Many of these competitors have been in business longer and have substantially greater personnel and financial resources than Global Med. Global Med believes it is able to compete based on the current technological capabilities of SafeTrace, SafeTrace Tx, and ElDorado Donor, Donor Doc, EdgeBlood, EdgeTrace, EdgeLab , EdgeCell, and SAPA.
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The Company’s future success will depend to a significant extent on the ability of the Company’s current and future management personnel to operate effectively, both independently and as a group. In order to compete successfully against current and future competitors, to timely complete research and development projects and to develop future products, the Company must continue to expand its operations, particularly in the areas of research and development, sales and marketing and training. If the Company experiences significant growth in the future, such growth would likely place significant strain upon the Company’s management, operating and financial systems and other resources. In addition, the Company has completed two acquisitions and the Company has significantly increased its outstanding debt in order to finance these acquisitions. The Company continues to review additional opportunistic business acquisit ions. While business acquisitions present many opportunities for growth, future growth depends upon the successful integration of the acquired entities and the future organic revenue growth. Management of the Company is focused on increasing its revenues and cash flows through direct sales efforts, increasing its marketing footprint through adding additional channel partners and strategic alliances, and developing new products and enhanced functionality to its existing product mix to attract potential customers. In addition, acquisitions may present an opportunity to increase revenues. To accommodate such growth and compete effectively, the Company must continue to implement and improve the Company’s information systems, procedures and controls, and to expand, train, motivate and manage the Company’s work force. Any failure to implement and improve the Company’s operational, financial and management systems or to expand, train, motivate or manage the Company’s work force could materially and adversely affect the Company’s business, financial condition and results of operations, which could force us to reduce our planned expenditures which could negatively impact the Company’s business operations.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEEDS |
Not applicable. | |
|
ITEM 3. | DEFAULTS UPON SENIOR SECURITES |
Not applicable. | |
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Pursuant to the terms of the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, on June 6, 2008 and June 9, 2008, holders of 7,460 shares of the Company’s Series A Convertible Preferred Stock authorized the Company, by written consent, to enter into a credit facility with Silicon Valley Bank.
ITEM 5. OTHER INFORMATION
A Current Report on Form 8-K was filed on June 20, 2008 announcing the loan and security agreement providing the Company with a $1 million line of credit and a $5 million term loan.
A Current Report on Form 8-K was filed on May 14, 2008 announcing the Company’s results for the three months ended March 31, 2008.
ITEM 6. EXHIBITS
Exhibit No. | | | Description |
|
10.92 | (1) | | Loan and Security Agreement dated as of June 17, 2008 between |
| | | Silicon Valley Bank, Global Med Technologies, Inc. and |
| | | PeopleMed.com, Inc. |
|
10.93 | (1) | | Intellectual Property Security Agreement dated as of June 17, 2008 |
| | | between Silicon Valley Bank, Global Med Technologies, Inc. and |
| | | PeopleMed.com, Inc. |
|
10.94 | (2) | | Security Agreement, dated June 26, 2008 among Global Med |
| | | Technologies, Inc. and the Sellers named therein |
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Exhibit No. | | | Description |
|
10.95 | | | Loan and Security Agreement dated as of July 18, 2008 among |
| | | Partners for Growth II, L.P., Global Med Technologies, Inc. and PeopleMed.com, Inc. |
| | | Employment Agreement, dated July 30, 2008, between the Company |
|
10.96 | | | Employment Agreement dated July 30, 2008, between the Company |
| | | and Michael I. Ruxin, effective August 1, 2008 |
|
31.1 | | | Certification of the Chairman and Chief Executive Officer, Pursuant to |
| | | Section 302 of the Sarbanes-Oxley Act of 2002 |
| | | |
31.2 | | | Certification of the Acting Chief Financial Officer Pursuant to Section |
| | | 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
32.1 | | | Certification of Chairman and Chief Executive Officer pursuant to 18 |
| | | U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | | |
32.2 | | | Certification of the Acting Chief Financial Officer pursuant to 18 |
| | | U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| (1) | Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 20, 2008 |
|
| (2) | Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 2, 2008 |
|
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: | | August 12, 2008 | | GLOBAL MED TECHNOLOGIES, INC. |
| | | | A Colorado Corporation |
| | | | |
| | | | /s/ Michael I. Ruxin, M.D. |
| | | | Michael I. Ruxin, M.D. Chairman of the Board and Chief Executive Officer |
| | | | |
| | | | /s/ Darren P. Craig |
Date: | | August 12, 2008 | | Darren P. Craig, Acting Chief Financial Officer |
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