FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended 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 ______
1-9731
(COMMISSION FILE NO.)
ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 72-0925679
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
5910 COURTYARD DRIVE #300
AUSTIN, TEXAS 78731
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
(512) 343-6912
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 .
--- ---
As of May 1, 1997 there were 3,563,101 shares of common stock outstanding.
This report consists of 10 pages.
ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
TABLE OF CONTENTS
FORM 10-Q
March 31, 1997
PART I - FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . 3
Item 1. Financial Statements. . . . . . . . . . . . . . . . . . . . . . 3
CONSOLIDATED BALANCE SHEETS. . . . . . . . . . . . . . . . . . . . . . . 3
CONSOLIDATED STATEMENTS OF OPERATIONS. . . . . . . . . . . . . . . . . . 4
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . 5
CONSOLIDATED STATEMENTS OF CASH FLOWS. . . . . . . . . . . . . . . . . . 6
SUPPLEMENTAL NOTES TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . 7
PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . 10
Item 1. Legal Proceedings - . . . . . . . . . . . . . . . . . . . . . . 10
Item 2. Changes in Securities - none. . . . . . . . . . . . . . . . . . 10
Item 3. Defaults Upon Senior Securities - none. . . . . . . . . . . . . 10
Item 4. Submission of Matters to a Vote of Security Holders - none. . . 10
Item 5. Other Information - none. . . . . . . . . . . . . . . . . . . . 10
Item 6. Exhibits and Reports on Form 8-K - none . . . . . . . . . . . . 10
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Page 2 of 10
PART 1- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, December 31,
ASSETS 1997 1996
------------- -------------
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 29,487 $ 232,135
Trade accounts receivable, net of allowance for doubtful accounts of $29,864. . . . . 3,431,267 4,447,624
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,156,670 2,238,436
Deposits, prepaid expenses and other current assets . . . . . . . . . . . . . . . . . 173,306 164,879
------------- -------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,790,730 7,083,074
Property and equipment, net of accumulated depreciation of $1,876,961 and $1,744,302. . 3,314,001 3,177,862
Patent, software development costs, net of accumulated amortization of $400,539
and $394,122. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,199 99,613
Goodwill, net of accumulated amortization of $533,164 and $504,448. . . . . . . . . . . 1,789,909 1,818,625
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 493,767 493,767
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 692,999 291,298
------------- -------------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,177,605 $ 12,964,239
------------- -------------
------------- -------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Revolving credit facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 492,915 $ 1,158,660
Current maturities of long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . 141,667 256,327
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,989,374 2,390,188
Income taxes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171,092 34,161
Payable to related parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 420,867 353,101
------------- -------------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,215,915 4,192,437
Bonds payable, and other long-term debt, net of current maturities. . . . . . . . . . . 683,915 671,915
Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,041 87,706
------------- -------------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,987,871 4,952,058
------------- -------------
Commitments & Contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - -
Shareholders' equity:
Serial preferred stock, $1 par value; 2,000,000 shares authorized, none issued. . . . - -
Common stock, $.01 par value; 10,000,000 shares authorized;
3,679,216 issued. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,792 36,792
Additional paid-in-capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,909,307 8,909,307
Treasury stock, 116,115 shares at cost. . . . . . . . . . . . . . . . . . . . . . . . . (878,786) (878,786)
Unearned ESOP compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (114,277) (124,991)
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 236,698 69,859
------------- -------------
Total shareholders' equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,189,734 8,012,181
------------- -------------
Total liabilities and shareholders' equity. . . . . . . . . . . . . . . . . . . . . $ 12,177,605 $ 12,964,239
------------- -------------
------------- -------------
The accompanying notes are an integral part of the consolidated financial statements.
Page 3 of 9
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended March 31,
----------------------------
1997 1996
------------ ------------
Sales . . . . . . . . . . . . . . . . $ 3,873,531 $ 5,432,858
Cost of sales . . . . . . . . . . . . 2,738,135 4,356,563
------------ ------------
Gross profit. . . . . . . . . . . . . 1,135,396 1,076,295
------------ ------------
Selling and marketing . . . . . . . . 140,954 150,700
General and administrative. . . . . . 583,544 555,376
Research and development. . . . . . . 46,219 43,082
Amortization of goodwill. . . . . . . 28,716 28,716
------------ ------------
Total expenses. . . . . . . . . . . . 799,433 777,874
------------ ------------
Income from operations. . . . . . . . 335,963 298,421
Other income (expense):
Interest expense. . . . . . . . . . (52,195) (64,694)
Other . . . . . . . . . . . . . . . (3,755) (1,355)
------------ ------------
Income before income taxes. . . . . . 280,013 232,372
Income taxes. . . . . . . . . . . . . (113,174) (125,540)
------------ ------------
Net income. . . . . . . . . . . . . . $ 166,839 $ 106,832
------------ ------------
------------ ------------
Net income per share. . . . . . . . . $ 0.05 $ 0.03
------------ ------------
------------ ------------
Weighted average number of common
and dilutive common equivalent
shares outstanding. . . . . . . . . 3,607,614 3,622,839
------------ ------------
------------ ------------
The accompanying notes are an integral part of the financial statements
Page 4 of 9
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Net
Common Shares Additional Unearned Unrealized Retained
-------------------- Paid-in Treasury ESOP Securities Earnings
Outstanding Amount Capital Stock Compensation Gains (Deficit) Total
----------- ------- ---------- --------- ------------ ---------- ----------- ----------
January 1, 1995................ 3,613,035 36,622 8,002,299 (363,939) (210,705) 53,130 (1,671,946) 5,845,461
Exercise of options............ 17,000 170 67,830 68,000
Issuance of warrants........... 202,000 202,000
Maturity and repurchases of
redeemable common stock....... 627,132 627,132
ESOP payments.................. 42,857 42,857
Treasury stock purchase........ (65,524) $(504,801) (504,801)
Unrealized securities gain..... $(53,130) (53,130)
Net loss....................... 1,125,226 1,125,226
--------- ------- ---------- --------- --------- -------- ----------- ----------
December 31, 1995.............. 3,564,511 36,792 8,899,261 (868,740) (167,848) 0 (546,720) 7,352,745
Exercise of options............
Maturity and repurchases of
redeemable common stock....... 10,046 10,046
ESOP Payments.................. 42,857 42,857
Treasury stock purchase........ (1,410) (10,046) (10,046)
Sale of securities............. 0
Net income..................... 616,579 616,579
--------- ------- ---------- --------- --------- -------- ----------- ----------
December 31, 1996.............. 3,563,101 36,792 8,909,307 (878,786) (124,991) 0 69,859 8,012,181
ESOP Payments.................. 10,714 10,714
Net income..................... 166,839 166,839
--------- ------- ---------- --------- --------- -------- ----------- ----------
March 31, 1997 (Unaudited)..... 3,563,101 $36,792 $8,909,307 $(878,786) $(114,277) $ 0 $ 236,698 $8,189,734
--------- ------- ---------- --------- --------- -------- ----------- ----------
--------- ------- ---------- --------- --------- -------- ----------- ----------
The accompanying notes are an integral part of the consolidated financial
statements
Page 5 of 9
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Three months ended March 31,
----------------------------
1997 1996
----------- -------------
Cash flows provided by (used in) operating activities:
Net income.......................................................... $ 166,839 $ 106,832
Adjustments to reconcile net income to net cash:
Depreciation...................................................... 132,659 121,435
Amortization...................................................... 46,250 49,648
Deferred revenue.................................................. 334 (7,054)
Changes in assets and liabilities:
Accounts receivable............................................... 1,016,357 592,617
Deposits.......................................................... (8,427)
Inventories....................................................... 81,766 354,587
Accounts payable and accrued liabilities.......................... (333,048) (1,163,238)
Income taxes payable.............................................. 136,931 48,171
Payable to related parties........................................ (11,840)
---------- -----------
Net cash provided by operating activities............................. 1,239,661 91,158
---------- -----------
Cash flows provided by (used in) investing activities:
Capital expenditures................................................ (268,798) (135,636)
Deposits on capital equipment and other............................. (412,816) 132,703
Patent expenditures................................................. (3,004) (2,015)
---------- -----------
Net cash used in investing activities............................. (684,618) (4,948)
---------- -----------
Cash flows provided by (used in) financing activities:
Net repayments of revolving credit facilities....................... (665,745) (251,541)
Purchase of treasury stock.......................................... (10,046)
Reduction of unearned ESOP compensation............................. 10,714 10,714
Principal payments on long-term debt-net............................ (102,660) (91,425)
---------- -----------
Net cash used in financing activities............................. (757,691) (342,298)
---------- -----------
Net increase (decrease) in cash and cash equivalents.................. (202,648) (256,088)
Cash and cash equivalents at beginning of period...................... 232,135 397,799
---------- -----------
Cash and cash equivalents at end of period............................ $ 29,487 $ 141,711
---------- -----------
---------- -----------
The accompanying notes are an integral part of the financial statements
Page 6 of 9
SUPPLEMENTAL NOTES TO FINANCIAL STATEMENTS
The unaudited interim consolidated financial statements and related notes
have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been omitted pursuant to such rules and
regulations. The accompanying unaudited interim consolidated financial
statements and related notes should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's most recent
Form 10-K covering the year ended December 31, 1996.
The information furnished reflects, in the opinion of the management of
Arrhythmia Research Technology, Inc. ("ART"), all adjustments necessary for a
fair presentation of the financial results for the interim period presented.
Interim results are subject to year-end adjustments and audit by
independent certified public accountants.
INVENTORIES:
Inventories consist of the following as of:
MARCH 31, DECEMBER 31,
1997 1996
---------- ----------
Raw materials. . . . . . . . . . . . . $ 290,474- $ 320,736-
Work-in-process. . . . . . . . . . . . 343,935- 354,838-
Finished goods . . . . . . . . . . . . 2,434,176- 2,475,814-
---------- ----------
Total . . . . . . . . . . . . . . 3,068,585- 3,151,388-
Allowance for slow-moving inventories. (911,915)- (912,952)-
---------- ----------
Total . . . . . . . . . . . . . . $2,156,670- $2,238,436-
---------- ----------
---------- ----------
K-3 PRODUCT LINE ACQUISITION:
ART acquired from Astro-Med, Inc. the K-3 product family of hemodynamic systems
for the cath lab. ART has been the exclusive distributor in the U.S., Canada,
Eastern Block countries, Russia since December, 1995. The K-3 cath lab product
line will now be sold worldwide by ART. It is a fully optioned, competitive
state-of-the-art system with a price benchmark significantly less than similar
systems on the market. The system is currently installed in locations overseas
and locations in the U.S. ART's gross margins series on K-3 sales will improve
significantly over margins under the previous distribution agreements.
ART has signed a letter of intent to acquire JANCO INC. (PLASTICS DIVISION) AND
J-PAC CORP., a privately held contract manufacturer of plastic products,
including medical health care products, packaging and clean room packaging
services. The operations are located in Dover, New Hampshire, near ART's Micron
Products subsidiary. The purchase price of approximately $6.0 million, is
subject to future earnings targets, and will include cash and stock. The
completion of the transaction is subject to among other conditions, completion
of due diligence, and obtaining satisfactory financing. Current plans include
obtaining both senior secured bank debt and unsecured subordinated debt
financing. ART estimates that on a pro forma basis Janco will contribute
annualized sales after the acquisition of approximately $8.0 million and
earnings per share should increase.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997, the Company had working capital of approximately
$2,575,000. At March 31, 1997, the Company had a $3,500,000 working capital
line of credit with a bank, collateralized by accounts receivable and inventory
of ART and Micron Products Inc., which bears interest at prime plus .75% (9% at
March 31, 1997). The working capital line of credit matures September 30, 1997
and had an outstanding balance of approximately $493,000 at March 31, 1997. The
Company's lines of credit are its primary source of operating funds and
liquidity.
Capital expenditures during the first three months of 1997 were
approximately $268,000 compared to $136,000 in 1996. Capital expenditures have
increased in the first quarter of 1997 compared to 1996 as a result of
additional equipment acquired by Micron Products Inc. Micron has also made
deposits, and advances of approximately $400,000 (included in Other Assets) for
a proposed new waste-water treatment and filtration system which will be
installed in the next twelve
Page 7 of 10
months, and other equipment to be delivered in 1997. Capital expenditures
are expected to be higher in 1997 than they were in 1996. Normal capital
expenditures are funded from operating cash flows and capital projects, such
as the proposed new waste-water treatment and filtration system are typically
financed by capital equipment leases. The waste water treatment facility
equipment is expected to cost $500,000 which will be financed by a bank
facility.
RESULTS OF OPERATIONS
REVENUES for the first quarter ended March 31, 1997 decreased approximately
28% when compared to the first quarter ended March 31, 1996. The reason for
the reduced sales revenues is that 1996 was the final year in which ART will act
as the exclusive distributor for EP products under its contract with their
manufacturer, Prucka Engineering, Inc. In 1997, ART will not report the gross
revenues nor the related cost of sales for EP products except for certain carry
over orders shipped in 1997 of approximately $730,000. EP product sales and
cost of sales approximated $2,916,000 and $2,661,000, respectively for the three
months ended March 31, 1996. During 1997, ART will receive a 4% commission on
net sales of EP systems and accessories sold anywhere in the world, up to a
ceiling of $10,000,000 in total annual net sales. During 1998, ART will receive
a commission of 4% on CardioLab systems sold anywhere in the world, up to a
ceiling of $10,000,000 in total annual net sales, and 25% of the commissions.
From January 1, 1999 through December 31, 2002, ART will receive a commission of
3% of the net sales of CardioLab systems sold anywhere in the world, up to a
ceiling of $10,000,000 in total net sales. For revenues attributable to Prucka
products that exceed $10,000,000 in any year, ART will be entitled to receive
25% of the commission rate in effect that respective year.
Revenues from sales of ECG sensors increased 5% the quarter ended March
31, 1997, as compared to the same period in 1996. The increase in sensor sales
is due to increased demand in the domestic market. Pricing on all products
remained approximately the same for the first quarter of 1997 as compared to
1996. The sales mix for the Company has changed with ECG sensors making up a
greater proportion of sales and the related cost of sales, as a result of the
reduction in EP product sales.
FIRST QUARTER
-------------
1997 % 1996 %
------------ --- ---------- ---
Domestic . . . $ 2,636,889- 68 $3,626,151- 67
Foreign. . . . 1,236,642- 32 1,806,707- 33
------------ --- ---------- ---
Total. . . . . $ 3,873,531- 100 $5,432,858- 100
------------ --- ---------- ---
------------ --- ---------- ---
COST OF SALES decreased significantly for the quarter ended March 31,
1997, as compared to the same period in 1996 because of the reduced EP sales as
noted above. Overhead costs for the first quarter ended March 31, 1997,
decreased as compared to the same period of the prior year due to lower than
normal overtime, maintenance, and utility costs. Overhead costs have remained
consistent for the three months March 31, 1997 as compared to 1996. Cost of
sales as a percent of sales is expected to remain similar for the remainder of
the year.
SELLING AND MARKETING expenses have decreased as a percent of sales during
the first quarter ended March 31, 1997 as compared to the same period for 1996.
The decrease is due primarily to lower marketing costs related to the Astro-Med/
ART K3 cardiac catheterization Lab. The primary components of marketing and
selling expenses for the first quarter and ended March 31, 1997 are salaries and
trade show expenses. The current level of marketing operations is expected to
increase for the remainder of the year as a result of the acquisition of the K-3
product line and increased worldwide marketing and sales efforts.
GENERAL AND ADMINISTRATIVE expenses have increased comparable for the first
quarter and ended March 31, 1997, as compared to 1996 primarily because of
higher environmental monitoring costs. The primary components of general and
administrative expenses are salaries and related payroll taxes and benefits,
environmental monitoring expenses, professional fees, and insurance costs.
General and administrative expenses are expected to continue at this level for
the remainder of the year.
RESEARCH AND DEVELOPMENT expenses have increased slightly for the first
quarter and ended March 31, 1997, as compared to the same period in 1996. The
increase is due primarily to higher travel costs. The thrust of the research
and development effort is to develop new software applications for existing
signal averaging products and new products utilizing the patented Simson method
of signal averaging.
Page 8 of 10
SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
Forward looking statements made herein are based on current expectations
of the Company that involves a number of risks and uncertainties and should
not be considered as guarantees of future performance. These statements are
made under the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995. The factors that could cause actual results to differ
materially include: interruptions or cancellation of existing contracts,
impact of competitive products and pricing, product demand and market
acceptance risks, the presence of competitors with greater financial
resources than the Company, product development and commercialization risks
and an inability to arrange additional debt or equity financing.
Page 9 of 10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In October 1996, plaintiffs Susan and Kevin McGann filed suit in the
Philadelphia Court of Common Pleas naming 216 defendants, including ART and
Micron Medical Products Inc. ("MMPI"). Plaintiff Susan McGann claims to be
suffering Type-1 latex allergy as a result of having worn latex gloves in
connection with her duties as an emergency room nurse from June, 1990. A
dissolved subsidiary of MMPI at one time distributed latex gloves. MMPI was
merged with and into Micron in 1993. The complaint involves allegations of
negligence, strict liability, breach of implied warranty of merchantability,
breach of implied warrant of fitness for a particular purpose, breach of express
warranty, misrepresentation, fraudulent concealment, and violation of unfair
trade practice/consumer protection laws. At this time, ART and MMPI are not
required to respond to the complaint and have been granted an extension until
informed by plaintiffs counsel that all 216 defendants have been served. The
presiding judge has indicated that the suit may be discontinued with respect to
such defendants as are able to execute a form of affidavit indicating a
sufficient lack of involvement with the matters alleged in the suit. ART and
MMPI will submit such affidavits. ART's and MMPI's attorneys have stated that
it is not possible to express an opinion with respect to whether the action will
be discontinued or, if it is not discontinued, as to the likelihood of the
outcome of the matter.
ITEM 2. CHANGES IN SECURITIES - NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - NONE
ITEM 5. OTHER INFORMATION - NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - NONE
SIGNATURES
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.
ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
/s/ E. P. Marinos
E. P. Marinos, President and
Chief Executive and Financial Officer
/s/ Anthony A. Cetrone,
President, Micron Products Inc.
Chairman of the Board
May , 1997
Page 10 of 10