FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ending March 31, 1997
OR
[ ] 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: 000-16893
CROSS MEDICAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
(formerly known as Danninger Medical Technology, Inc.)
Delaware 31-0992628
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5160-A Blazer Memorial Parkway
Dublin, Ohio
43017-1339
(Address of principal executive offices)
(614) 718-0530
(Registrant's telephone number)
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 _____
4,994,700
Shares of Common Stock Outstanding
As of April 30, 1997
CROSS MEDICAL PRODUCTS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
March 31, December 31,
1997 1996
(Unaudited) (Audited)
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 5,277 $ 216
Accounts receivable, net 4,491 4,194
Inventories 6,540 4,529
Current assets of discontinued operations 4,437
Other current assets 270 126
Deferred income taxes 434 703
------------ ------------
Total current assets 17,012 14,205
------------ ------------
Property and equipment, net 796 784
Other assets:
Intangible assets, net 175 128
Non-current assets of discontinued operations 3,811
Other assets 665 662
------------ ------------
Total assets $18,648 $19,590
============ ============
CROSS MEDICAL PRODUCTS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
March 31, December 31,
1997 1996
(Unaudited) (Audited)
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion, term debt $ 79 $ 1,594
Current portion, capital lease obligations 65 65
Current liabilities of discontinued operations 2,355
Accounts payable 1,861 1,265
Accrued liabilities 813 620
Accrued disposition costs 650
Accrued income taxes 1,236 65
------------ ------------
Total current liabilities 4,704 5,964
------------ ------------
Term debt, net of current maturities 5,250 5,318
Obligations under capital leases, net of
current maturities 154 164
Non-current liabilities of discontinued
operations 2,452
Deferred income taxes 48 44
Commitments and contingencies
Shareholders' equity:
Common stock, $.01 par value:
Authorized, 10,000,000 shares; issued
and outstanding 4,981,265 and 4,936,265
shares for 1997 and 1996, respectively 50 49
Additional paid-in capital 4,691 4,362
Retained earnings 3,903 1,389
------------ ------------
8,644 5,800
Less treasury stock, at cost, 17,402 shares (152) (152)
------------ ------------
Total shareholders' equity 8,492 5,648
------------ ------------
Total liabilities and shareholders' equity $18,648 $19,590
============ ============
See notes to the consolidated financial statements
CROSS MEDICAL PRODUCTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTH PERIODS ENDING MARCH 31, 1997 AND 1996
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Three Three
Months Ended Months Ended
March 31, March 31,
1997 1996
------------ ------------
Net sales $2,773 $1,661
Cost of goods sold 1,039 805
------------ ------------
Gross margin 1,734 856
------------ ------------
Selling, general and administrative 1,628 901
Research and development 212 124
------------ ------------
1,840 1,025
Operating loss (106) (169)
Interest expense, net (159) (87)
------------ ------------
Loss from continuing operations
before income taxes (265) (256)
Income tax benefit (88) (95)
------------ ------------
Net loss from continuing operations (177) (161)
------------ ------------
Net income from discontinued operations (net of
income taxes of $181 and $140 for 1997 and 1996,
respectively) 301 298
Gain on sale of discontinued operations (net of
income taxes of $1,589) 2,390
------------ ------------
Net income from discontinued operations 2,691 298
------------ ------------
Net income $2,514 $ 137
============ ============
Primary earnings per share (A):
Net loss from continuing operations $(.03) $(.03)
============ ============
Net income from discontinued operations $ .52 $ .06
============ ============
Net income $ .49 $ .03
============ ============
Weighted average shares outstanding used in
primary earnings per share calculation 5,172,063 4,986,755
============ ============
(A) Fully diluted earnings per share are not presented because the results
are antilutive.
See notes to the consolidated financial statements
CROSS MEDICAL PRODUCTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTH PERIODS ENDING MARCH 31, 1997 AND 1996
(IN THOUSANDS)
(UNAUDITED)
1997 1996
------------ ------------
Net cash used in continuing operations $(1,965) $ (322)
Net cash provided by discontinued operations 502 460
------------ ------------
Net cash provided by (used in)
operating activities (1,463) 138
------------ ------------
Cash flows from investing activities:
Expenditures for patents rights and license (47)
Purchases of property and equipment (39) (22)
------------ ------------
Net cash used in continuing operations (86) (22)
Net cash used in discontinued operations (91) (15)
Cash received from sale of Recovery
Products segment 8,177
------------ ------------
Net cash provided by (used in)
investing activities 8,000 (37)
------------ ------------
Cash flows from financing activities:
Repayment of term debt and capitalized
lease obligations (1,593) (1)
Debt issue costs (16)
Proceeds from exercise of stock options 88 27
Proceeds from the sale of common stock 242
Cash overdraft (167)
------------ ------------
Net cash used in continuing operations (1,279) (141)
Net cash provided by (used in)
discontinued operations (197) 115
------------ ------------
Net cash used in financing activities (1,476) (26)
------------ ------------
Net increase in cash 5,061 75
Cash and cash equivalents beginning of period 216 0
------------ ------------
Cash and cash equivalents end of period $ 5,277 $ 75
============ ============
Supplemental disclosures of non-cash investing
and financing activities:
Debt assumed by buyer $ 3,363
============
See notes to the consolidated financial statements
CROSS MEDICAL PRODUCTS, INC. AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Management's Statement
In the opinion of management the accompanying unaudited financial statements
contain all adjustments (all of which are normal and recurring in nature)
necessary to present fairly the financial position of Cross Medical Products,
Inc. and Subsidiary at March 3l, 1997, and the results of operations and
cash flows for the three month periods ending March 3l, 1997 and l996. The
notes to the Consolidated Financial Statements which are contained in the
1996 Annual Report to Shareholders should be read in conjunction with these
Consolidated Financial Statements.
2. Restatement
In February 1998, the Company restated its earnings for the quarter ended
March 31, 1997 to expense payments made during that period for an extension of
the claims reporting period for certain product liability insurance.
Accordingly the consolidated balance sheets at March 31, 1997 have been
adjusted to reflect the restatement.
3. Sale of Recovery Products Segment
On March 12, 1997, the Company entered into an agreement to sell the Recovery
Products segment for approximately $8,200,000 in cash and the assumption of
approximately $5,000,000 of debt and other liabilities. The buyer also
acquired 30,000 shares of the Company's common stock for $240,000. The
purchase price was subject to adjustment if the net tangible book value is
outside a range as defined in the agreement. In connection with the sale, the
Company agreed to retain cash, leasehold improvements, other assets and
certain related liabilities and leases of the discontinued segment.
4. Inventories
Inventories are valued at the lower of first-in, first-out cost or market and
consisted of the following (in thousands):
March December
1997 1996
------ ------
Raw materials $ 168 $ 125
Finished goods 4,647 3,194
Consigned inventory 1,725 1,210
------ ------
$6,540 $4,529
====== ======
5. Income Taxes
The Company provides for federal, state, and local income taxes in interim
periods using estimated temporary differences for the period.
6. Term Debt
Term debt included $5,250,000 of Convertible Subordinated Debentures
("Debentures") at 8.5% due June 1, 2003. The Debentures are convertible prior
to maturity or redemption into the Company's Common Stock at $8.125 per
share. Beginning July 1, 1999, the Company will be obligated to redeem
Debentures tendered by June 1, 1999 or June 1 of any succeeding year at their
fair amount plus accrued interest, subject to an annual limitation of $25,000
per holder and an aggregate of $262,500. Redemption may be accelerated in the
event of a change in control of the Company and in certain other circumstances
as described in the bond indenture. The Debentures contain certain covenants
with respect to default of interest and redemption payments and defaults under
other indebtedness of the Company in excess of $1,000,000.
7. Earnings Per Share Calculations
Primary earnings (loss) per share amounts are computed by dividing net income
(loss) by the average number of common shares and dilutive common share
equivalents outstanding during the period. Fully diluted earnings (loss) per
share assumes the conversion of the $5,250,000 Debentures into common shares
as of the beginning of the period. Accordingly, income (loss) used in the
calculation of fully diluted earnings (loss) per share is adjusted to remove
the interest expense, net of tax, related to the Debentures for the period.
In February 1997 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share". SFAS No.
128 establishes standards for computing and presenting earnings per share "EPS"
and supersedes APB Opinion No. 15 "Earnings Per Share" ("Opinion 15"). SFAS
No. 128 replaces the presentation of primary EPS with a presentation of basic
EPS which excludes dilution and is computed by dividing income available to
common shareholders by the weighted average number of common shares outstanding
during the period. This statement also requires dual presentation of basic EPS
and diluted EPS on the face of the income statement for all periods presented.
Diluted EPS is computed similarly to fully diluted EPS pursuant to Opinion 15,
with some modifications. SFAS No. 128 is effective for financial statements
issued for periods ending after December 15, 1997, including interim periods.
Early adoption is not permitted and the statement requires restatement of all
prior EPS data presented after the effective date.
The Company will adopt SFAS No. 128 effective with its 1997 year end. Pro
forma earnings per share data calculated in accordance with this pronouncement
for the three months ended March 31, 1997 and 1996 would have no effect on the
amounts presented.
8. Commitments and Contingency
The Company and other spinal implant manufacturers have been named as
defendants in various class action product liability lawsuits alleging that the
plaintiffs were injured by spinal implants supplied by the Company and others.
All such lawsuits were consolidated for pretrial proceedings in the Federal
District Court for the Eastern District of Pennsylvania, and on February 22,
1995, the plaintiffs were denied class certification. In response to the
denial of class certification, a large number of additional individual lawsuits
have been filed alleging, in addition to damages from spinal implants, a
conspiracy among manufacturers, physicians and other spinal implant industry
members. Approximately 500 such lawsuits have been filed in which the Company
is a party. Approximately fifteen of such cases involve individual plaintiffs
utilizing implants supplied by the Company. The Company cannot estimate
precisely at this time the number of such lawsuits are pending in federal
courts and are in preliminary stages. Discovery proceedings, including the
taking of depositions, have commenced in certain of the lawsuits. Plaintiffs
in these cases typically seek relief in the form of monetary damages, often in
unspecified amounts. While the aggregate monetary damages eventually sought
in all of such individual actions is substantial and exceeds the limits of the
Company's product liability insurance policies, the Company believes that it
has affirmative defenses and that these individual lawsuits are otherwise
without merit. An estimate of the amount of loss cannot be made as the Company
does not have sufficient information on which to base an estimate. All pending
cases are being defended by the Company's insurance carrier, in some cases
under a reservation of rights. There can be no assurance, however, that the
$5,000,000 per annum limit of the Company's coverage will be sufficient to
cover the cost of defending all lawsuits or the payment of any amounts that
may be paid in satisfaction of any settlements or judgments. Further, there
can be no assurance that the Company will continue to be able to obtain
sufficient amounts of product liability insurance coverage at commercially
reasonable premiums.
In addition to the above, in the ordinary course of business the Company has
been named as a defendant in various other legal proceedings. These actions,
when finally concluded, will not, in the opinion of management, have a material
adverse affect upon the financial position or results of operations of the
Company. However, there can be no assurance that future quarterly or annual
operating results will not be materially adversely affected by the final
resolution of these matters.
CROSS MEDICAL PRODUCTS, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table shows Cross Medical Product's operating results as a
percent of revenues for the periods indicated for certain items reflected in
the statement of operations.
Percent Percent
of Sales of Sales
for for
three months three months
ending ending
March 31, March 31,
1997 1996
------------ ------------
Net sales 100.0% 100.0%
Cost of goods sold 37.5% 48.5%
Gross margin 62.5% 51.5%
Selling, general and administrative 58.7% 54.2%
Research and development 7.6% 7.5%
Operating loss (3.8)% (10.2)%
Interest expense, net 5.7% 5.2%
Loss from continuing operations
before income taxes (9.6)% (15.4)%
Income tax benefit (3.2)% (5.7)%
Net loss from continuing operations (6.4)% (9.7)%
CROSS MEDICAL PRODUCTS, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
At December 31, 1996, the Company had two primary business segments: Recovery
Products focused on orthopedic rehabilitative treatment; and Spinal Implant
focused on the development and marketing of spinal implant devices. On March
12, 1997, the Company sold substantially all of the assets and the buyer
assumed substantially all of the liabilities of its Recovery Products segment.
The results of the Company have been reported so as to segregate the
discontinued operations from continuing operations. The management discussion
that follows pertains to the Company's continuing operations.
The Company continues to develop its strategy of focusing on increasing market
penetration with its SYNERGY(tm) Spinal Implant System as it continues to
expand its distribution network in the United States and internationally. The
Company also continues to assess and develop new products to add to its
existing spinal implant line.
FINANCIAL CONDITION AS OF MARCH 31,1997
Working capital increased to $12,308,000 at March 31, 1997 from $8,241,000 at
December 31, 1996. The current ratio (ratio of current assets to current
liabilities) increased to 3.6 to 1.0 at March 31, 1997 from 2.4 to 1.0 at
December 31, 1996. The increase in working capital is principally attributable
to the net cash received from the sale of the Recovery Products segment of
approximately $6,010,000 after paying off the Company's line of credit of
$2,190,000, cash received from the sale of common stock of $240,000, and cash
from operations until the sale of the Recovery Products segment on March 12,
1997 of $502,000. Accounts receivable increased by $297,000, inventories
increased by $2,011,000 and accounts payable increased by $596,000. The
increase in accounts receivable is attributable to increased sales in the first
quarter. The increase in the inventory and accounts payable is primarily due
to the need to build inventory to support the growing demand for titanium and
steel SYNERGY(tm) Spinal Implant Systems.
The nature of the Company's business subjects the Company to product liability
and related claims from time to time. The Company believes that it has adequate
insurance for its business, but there can be no assurance that the Company's
liquidity will not be materially adversely affected by the final resolution of
pending cases or future claims.
The Company believes that the funds generated by the divestiture of the
Recovery Products segment, its bank loan facility, working capital, and funds
anticipated to be generated by operations will be sufficient to fund the
Company's growth plans through the end of the current fiscal year.
CROSS MEDICAL PRODUCTS, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO
THE THREE MONTHS ENDED MARCH 31, 1996
Net sales increased 67% for the three months ended March 31, 1997 to $2,773,000
from $1,661,000 for the three months ended March 31, 1996. The increase was
primarily a result of the Company's increased penetration into the spinal
implant market, as the Company continued to increase its distribution network,
the number of surgeons using the SYNERGY(tm) Spinal Implant System and its
offering of spinal implant products. The Company received FDA marketing
clearance for the posterior portion of the titanium version of the SYNERGY(tm)
Spinal Implant System for sale in the United States in January 1997.
Cost of goods sold was $1,039,000 or 37.5% of net sales for the three months
ended March 31, 1997 compared to $805,000 or 48.5% for the three months ended
March 31, 1996. The decrease as a percentage of sales was primarily related to
an increase in domestic prices for the SYNERGY(tm) Spinal Implant System as
well as an increase in the number of surgeries performed in the United States
as a percentage of total surgeries performed with the Company's products.
Implants used in the United States are sold at a higher gross margin because,
unlike international sales which are made through distributors, commissions
paid to domestic sales distributors are treated as a selling expenses and not
as part of cost of goods sold.
Selling, general and administrative expense increased to 58.7% from 54.2% of
net sales for the three months ended March 31, 1997 and 1996, respectively.
Most of the selling, general and administrative expenses are relatively fixed
expenses and as net sales increase, these expenses as a percentage of net sales
decrease. The Company intends to continue to invest in the development of
additional markets domestically and internationally, which expenditures will
tend to keep selling, general and administrative expenses at a relatively high
percentage of sales until sales increase.
Research and development expenses increased to 7.6% from 7.5% of net sales for
the three months ended March 31, 1997 and 1996, respectively. In March 1997,
the Company entered into a license agreement to develop a spinal cage, and paid
a license fee for such rights. Development of the spinal cage is ongoing. The
Company is also developing a cervical spinal system. The Company continues to
explore ways to expand its product lines either through internal development
or acquisition.
These factors resulted in an overall decrease in the operating loss from
continuing operations to $(106,000) or (3.8%) of net sales for the three months
ended March 31, 1997, compared to a loss from continuing operations of
$(169,000) or (10.2%) of net sales for the three months ended March 31, 1996.
Interest expense increased to $159,000 from $87,000, an increase to 5.7% from
5.2% of net sales for the three months ended March 31, 1997 and 1996,
respectively, as a result of the issuance of $5,250,000 Convertible
Subordinated Debentures in May 1996.
The Company recorded a tax benefit of $(88,000) for the three months ended March
31, 1997 compared to a tax benefit of $(95,000) for the three months ended March
31, 1996, as the Company had a loss from continued operations in the
first quarter of 1997 and 1996.
Net loss from continuing operations increased to $(177,000) from a net loss from
continuing operations of $(161,000) for the three months ended March 31, 1997
and 1996, respectively, and primary loss per share from continuing operations
remained the same at $(.03) for the periods.
CROSS MEDICAL PRODUCTS, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995.
The foregoing statements include forward-looking statements concerning the
Company's products, market, cost of goods sold, selling, general and
administrative expenses, and research and development. The Company's actual
experience may differ materially from that projected above. Factors that might
cause the Company's present expectations to not materialize or to change
include, but are not limited to, competition, government regulation, the
Company's limited sales and marketing experience, dependence on management and
the Company's medical advisory board, product liability litigation, product
concentration and obsolescence, dependence on suppliers, and other factors
discussed in the Company's prior filings with the Securities and Exchange
Commission, including the Annual Report on Form 10-K for the year ended
December 31, 1996.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company and other spinal implant manufacturers have been named as
defendants in various class action product liability lawsuits alleging that the
plaintiffs were injured by spinal implants supplied by the Company and others.
All such lawsuits were consolidated for pretrial proceedings in the Federal
District Court for the Eastern District of Pennsylvania, and on February 22,
1995, the plaintiffs were denied class certification. In response to the denial
of class certification, a large number of additional individual lawsuits have
been filed alleging, in addition to damages from spinal implants, a conspiracy
among manufacturers, physicians and other spinal implant industry members.
Approximately 500 such lawsuits have been filed in which the Company is a
party. Approximately fifteen of such cases involve individual plaintiffs
utilizing implants supplied by the Company. The Company cannot estimate
precisely at this time the number of such lawsuits are pending in federal
courts and are in preliminary stages. Discovery proceedings, including the
taking of depositions, have commenced in certain of the lawsuits. Plaintiffs
in these cases typically seek relief in the form of monetary damages, often
in unspecified amounts. While the aggregate monetary damages eventually
sought in all of such individual actions is substantial and exceeds the limits
of the Company's product liability insurance policies, the Company believes
that it has affirmative defenses and that these individual lawsuits are
otherwise without merit. An estimate of the amount of loss cannot be made as
the Company does not have sufficient information on which to base an estimate.
All pending cases are being defended by the Company's insurance carrier, in
some cases under a reservation of rights. There can be no assurance, however,
that the $5,000,000 per annum limit of the Company's coverage will be
sufficient to cover the cost of defending all lawsuits or the payment of any
amounts that may be paid in satisfaction of any settlements or judgments.
Further, there can be no assurance that the Company will continue to be able
to obtain sufficient amounts of product liability insurance coverage at
commercially reasonable premiums.
In addition to the above, in the ordinary course of business the Company has
been named as a defendant in various other legal proceedings. These actions,
when finally concluded, will not, in the opinion of management, have a material
adverse affect upon the financial position or results of operations of the
Company. However, there can be no assurance that future quarterly or annual
operating results will not be materially adversely affected by the final
resolution of these matters.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits listed in the accompanying index to exhibits are
filed as a part of this Report.
(b) Reports on Form 8-K
Report filed on March 21, 1997 regarding the Company's name
change.
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
CROSS MEDICAL PRODUCTS, INC.
(Registrant)
Date: May 13, 1997 /S/ Joseph A. Mussey
Joseph A. Mussey
Chief Executive Officer, President
and Treasurer
Date: May 13, 1997 /S/ Paul A. Miller
Paul A. Miller
Chief Financial Officer
(Principal Financial/Accounting Officer)
CROSS MEDICAL PRODUCTS, INC. AND SUBSIDIARY
FORM 10-Q
EXHIBIT INDEX
Exhibit No. Exhibit
11 Statement re: Computation of Per Share Earnings
27 Financial Data Schedule