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 ended March 30, 2002 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: 0-26538 ENCORE MEDICAL CORPORATION (Exact name of Registrant as specified in its charter) Delaware 65-0572565 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9800 Metric Boulevard Austin, Texas 78758 (Address of principal executive offices) (Zip code) 512-832-9500 (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 ____ Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date. Title Outstanding ----- ----------- Common Stock 11,027,347 $5 Warrants 3,536,700 EXPLANATORY NOTE: This Amendment No. 1 is being filed by the undersigned registrant to correct certain typographical and table footing errors included in information provided in response to Part 1, Item 1, Financial Information, "Consolidated Statements of Cash Flow" in its Quarterly Report on Form 10-Q for the quarter ended March 30, 2002 filed with the Securities and Exchange Commission on May 14, 2002. Changes have been made in the following: o Proceeds from long-term obligations o Net cash provided by (used in) financing activities o Net decrease in cash and cash equivalents The entire Consolidated Statements of Cash Flows, reflecting the aforementioned corrections is set forth below. Encore Medical Corporation and Subsidiaries Consolidated Statements of Cash Flow For the three months ended March 30, 2002 and March 31, 2001 (in thousands) (unaudited) Three Months Ended March 30, March 31, 2002 2001 ---- ---- Cash flows from operating activities: Net income $35 $228 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 746 503 Amortization of intangibles 230 156 Amortization of debt issuance costs 354 - Noncash interest expense 57 - Stock based compensation 91 37 Loss on disposal of assets 7 8 Deferred taxes 12 - Changes in operating assets and liabilities: Increase in accounts receivable (102) (926) Decrease in inventories 1,581 520 (Increase) decrease in prepaid expenses and other assets/liabilities (213) 53 (Decrease) increase in accounts payable and accrued expenses (2,103) 1,053 ------ ----- Net cash provided by operating activities 695 1,632 --- ----- Cash flows from investing activities: Proceeds on sale of assets - 2 Purchases of property and equipment (223) (501) Acquisition of Chattanooga Group, Inc. (32,578) 0 ------- - Net cash used in investing activities (32,801) (499) ------- ---- Cash flows from financing activities: Proceeds from issuance of stock 77 30 Proceeds from long-term obligations 39,662 - Payments on long-term obligations (12,742) (1,163) -------- ------ Net cash provided by (used in) financing activities 26,997 (1,133) ------ ------ Net decrease in cash and cash equivalents (5,109) - Cash and cash equivalents at beginning of period 5,401 1 ------ - Cash and cash equivalents at end of period $292 $1 ==== == Non-cash investing and financing activities: Repurchase of treasury stock through issuance of a note - $409 Issuance of stock purchase warrants $7,904 - Issuance of common stock for services provided in connection with the Chattanooga acquisition $431 - See accompanying notes to unaudited consolidated financial statements. - 2 - 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. May 30, 2002 By: /s/ Kenneth W. Davidson - ------------ ----------------------- Date Kenneth W. Davidson, Chairman of the Board, Chief Executive Officer and President May 30, 2002 By: /s/ August Faske - ------------ ---------------- Date August Faske, Executive Vice President - Chief Financial Officer - 3 -