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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended April 4, 1999,
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 No. 0-13401
PHOENIX MEDICAL TECHNOLOGY, INC.
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(exact name of registrant as specified in its charter)
Delaware 31-092-9195
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
U.S. Hwy. 521 West, Andrews, South Carolina 29510
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(Address of principal executive offices) (Zip Code)
(843)221-5100
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address, and former fiscal year,
if changed since last report)
Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years.
Check whether the Registrant has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act of 1934 after the
distribution of securities under a plan confirmed by a court.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, without par value 2,459,621
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(Outstanding at May 12, 1999)
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PHOENIX MEDICAL TECHNOLOGY, INC.
CONDENSED BALANCE SHEET
April 4, 1999 and December 31, 1998
April 4 December 31
1999 1998
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(unaudited) *
ASSETS
Current Assets
Cash $ 750 $ 8,916
Receivables 1,519,323 2,009,866
Inventories (Note 2) 1,982,065 1,768,519
Prepaid expenses 136,281 176,995
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Total current assets 3,638,419 3,964,296
Operating property, plant and equipment - at cost 12,196,297 11,903,470
Less accumulated depreciation (8,595,106) (8,530,237)
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Net operating property, plant and equipment 3,601,191 3,373,233
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Nonoperating equipment, net 678,874 584,102
Other assets, net 321,806 326,727
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Total assets $ 8,240,290 $ 8,248,358
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LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current liabilities
Accounts payable and accrued expenses $ 1,779,258 $ 1,656,428
Revolving line of credit 2,707,456 3,064,105
Deferred Option payment (Note 4) 508,054 508,054
Current portion of long-term debt 797,708 638,500
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Total current liabilities 5,792,476 5,867,087
Long-term debt 1,678,322 1,537,896
Other liabilities 627,865 651,409
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Total liabilities 8,098,663 8,056,392
Shareholders' investment
Shares issued and outstanding:
2,459,621 shares 4/4/99 and 12/31/98 245,962 245,962
Paid-in capital 8,425,582 8,425,582
Deficit (8,529,917) (8,479,578)
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Total shareholders' investment 141,627 191,966
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Total liabilities and shareholders' investment $ 8,240,290 $ 8,248,358
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*Condensed from audited financial statements.
See accompanying notes to Unaudited Condensed Financial Statements.
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PHOENIX MEDICAL TECHNOLOGY, INC.
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
FOR THE THREE MONTHS ENDED
April 4, 1999 March 29, 1998
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Net sales $3,448,636 $ 3,526,328
Operating Expenses:
Cost of goods sold (2,959,698) (3,107,494)
Selling and administrative expenses (437,205) (415,317)
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Income from operations 51,733 3,517
Other expense and income:
Interest expense, net (138,278) (149,944)
Miscellaneous income, net 36,206 1,670
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Loss before income tax provision (50,339) (144,757)
Income tax provision -0- -0-
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Net loss $ (50,339) $ (144,757)
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Basic loss per share $(0.02) $ ($0.07)
Diluted loss per share $(0.02) $ ($0.07)
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See accompanying Notes to unaudited Condensed Financial Statements
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PHOENIX MEDICAL TECHNOLOGY, INC.
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
THREE MONTHS ENDED
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April 4, 1999 March 29, 1998
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Cash flows from operating activities:
Net loss $ (50,339) $(144,757)
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation 64,869 58,220
Changes in assets and liabilities:
Decrease (increase) in accounts receivable, net 490,543 (14,217)
Increase in inventories (213,546) (276,527)
Decrease in prepayments 40,714 18,471
Decrease in other assets 4,921 18,750
Increase in accounts payable and accrued liabilities 99,286 713,103
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Net cash provided by operating activities 436,448 373,043
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Cash flows from investing activities:
Additions to property, plant and equipment, net (522) (6,168)
LIG funded property, plant and equipment (387,077) -0-
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Net cash used in investing activities: (387,599) (6,168)
Cash flows from financing activities:
Reduction of line of credit (356,649) (343,747)
Reduction of long term debt (85,340) (60,614)
Increase in LIG equipment debt 384,974 -0-
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Net cash used in financing activities (57,015) (404,361)
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Net decrease in cash (8,166) (37,486)
Cash at beginning of period 8,916 38,236
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Cash at end of period $ 750 $ 750
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Cash paid during the period for interest $ 149,275 $ 128,634
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See accompanying Notes to Unaudited Condensed Financial Statements.
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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. General
The condensed financial statements included herein have been prepared by
the Registrant, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. These unaudited condensed financial
statements should be read in conjunction with the annual financial statements
and related notes contained in the Registrant's Form 10-KSB for the year ended
December 31, 1998.
In the opinion of management, the accompanying unaudited condensed
financial statements include all adjustments (consisting solely of normal
recurring adjustments) necessary for a fair presentation of the information
therein. Results of operations for interim periods should not be regarded as
necessarily indicative of the results to be expected for the full year.
2. Inventories
Inventories at April 4, 1999 and December 31, 1998 have been stated at
the lower of cost or market. Cost is determined for substantially all
inventories using the first-in, first-out (FIFO) method. The Registrant changed
to the FIFO from the LIFO (Last-in, first-out) method of inventory accounting in
the fourth quarter of 1996. This change has been applied by retroactively
restating the accompanying financial statements for that year. The accounting
change is further discussed in the Form 10-KSB for the year ending December 31,
1998.
April 4, 1999 December 31, 1998
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Raw materials $ 504,011 $ 403,504
Finished goods 1,478,054 1,365,015
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$1,982,065 $1,768,519
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3. Earnings
As of December 31, 1997, the Registrant adopted SFAS No. 128, "Earnings
per Share," effective December 15, 1997. As a result, the Registrant's reported
earnings per share for 1996 and 1995 were restated. For April 4, 1999 diluted
earnings per share is equal to basic earnings per share since the Registrant has
recorded a loss from continuing operations.
4. Other Relevant Events
On September 15, 1997, the Registrant announced that it had entered into
a letter of intent with London International Group, Ltd. ("LIG") with respect to
LIG's intent to purchase an option to
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acquire substantially all of the assets of the Registrant and other related
transactions. In the Letter of Intent, LIG agreed to pay $500,000 as
consideration for an option to purchase substantially all of the Registrant's
assets and assume certain stated liabilities, for a $6,821,708 cash purchase
price, for a period of one year from the date of the definitive Option
Agreement. On December 22, 1997, the Registrant entered into the Definitive
Option Agreement with LIG, which, in addition to the transactions stated above,
included a Loan and Security Agreement, a Research and Development Agreement and
a Supply Agreement. This Agreement was subject to approval of Phoenix
Stockholders. On April 28, 1998, the Registrant's stockholders approved the
Option Agreement with LIG. In conjunction with the approval, on April 29, 1998,
the Registrant received the $500,000 Option Payment which was deferred until the
Option expired on April 28, 1999. Second and third quarter 1998 expenses related
to the Option Agreement were capitalized on the Balance Sheet as a current
asset.
On April 26, 1999, the Registrant signed a nonbinding letter of intent to
extend for an additional nine months the option held by LIG to purchase
substantially all of the assets and assume certain liabilities of the
Registrant. The Registrant will receive $150,000 as payment for the extension of
the option for an additional nine months from the date a definitive revised
Option Agreement is signed by the parties. The option extension will permit
the parties to continue the joint research and development efforts which began
on April 28, 1998, the commencement date of LIG's initial one-year option.
Under the terms of the revised option, the purchase price to be paid by
LIG for the assets of the Registrant will be reduced from $6,821,708 to
$6,077,521 (subject to certain adjustments), in addition to the assumption by
LIG of certain liabilities of the Registrant. This reduction reflects
adjustments which would have been required to be made to the purchase price
under the terms of the original one-year option. LIG will continue to provide
the Registrant with a $750,000 credit facility to finance capital expenditures
and capital improvements related to the research and development. In addition,
LIG will continue to purchase nitrile gloves from the Registrant under a revised
supply agreement.
The parties hope to sign a definitive revised Option Agreement and other
related documentation in the next few weeks. The revised Option Agreement will
be subject to the approval of the transaction by the Registrant's stockholders.
In addition, on March 30, 1998, NationsBank (now Bank of America)
exercised its warrant to purchase 496,058 shares of the Registrant's Common
Stock exercisable at a price of $0.03125 per share which was recorded as a
reduction of the Registrant's note payable with NationsBank.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Operations
On April 26, 1999, the Registrant signed a nonbinding letter of intent to
extend for an additional nine months the option held by London International
Group, Inc. ("LIG") to purchase substantially all of the assets and assume
certain liabilities of the Registrant. The Registrant will receive $150,000 as
payment for the extension of the option for an additional nine months from the
date a definitive revised Option Agreement is signed by the parties. The option
extension will permit the parties to continue the joint research and development
efforts which began on April 28, 1998, the commencement date of LIG's initial
one-year option.
Under the terms of the revised option, the purchase price to be paid by
LIG for the assets of the Registrant will be reduced from $6,821,708 to
$6,077,521 (subject to certain adjustments), in addition to the assumption by
LIG of certain liabilities of the Registrant. This reduction reflects
adjustments which would have been required to be made to the purchase price
under the terms of the original one-year option. LIG will continue to provide
the Registrant with a $750,000 credit facility to finance capital expenditures
and capital improvements related to the research and development. In addition,
LIG will continue to purchase nitrile gloves from the Registrant under a revised
supply agreement.
The parties hope to sign a definitive revised Option Agreement and
other related documentation in the next few weeks. The revised Option Agreement
will be subject to the approval of the transaction by the Registrant's
stockholders.
Net sales for the quarter ended April 4, 1999 were $3,449,000, a 2.2%
decrease as compared with net sales of $3,526,000 for first quarter 1998.
Twenty-five percent of the decrease in net sales was due to lower average
selling prices and the balance was due to lower unit volume. January and
February 1999 order receipt was extremely slow, reflecting the sluggish
manufacturing sector which had not yet regained the momentum of the first half
of 1998.
The nitrile glove and latex glove portions of the Registrant's sales were
up during first quarter 1999 as compared with first quarter 1998, but vinyl
glove sales were slower for the 1999 first quarter. Latex glove sales, 27% of
all glove sales during first quarter 1999, were up 8% compared with first
quarter 1998. Nitrile glove sales, 11% of all glove sales during first quarter
1999, were up 24% compared with first quarter 1998. Vinyl glove sales, 61% of
all glove sales during first quarter 1999, were down 9% compared with first
quarter 1998. Vinyl glove sales however, began to improve in March and April
1999. Nitrile glove sales to LIG in the first quarter of 1999 amounted to
$166,000, or
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42% of total nitrile glove sales. Those sales to LIG under the Sale and Purchase
of Goods Agreement between the Registrant and LIG, are priced at manufacturing
cost plus ten percent and such sales are at net margins below the Registrant's
average net margins.
Cost of goods sold, as a percentage of net sales, was 85.8% in the first
quarter of 1999 compared with 88.1% in the similar quarter of 1998. Somewhat
lower raw material costs and lower energy costs contributed to the decrease in
cost of goods sold in the current year quarter. Labor costs were approximately
2.5% higher in the 1999 quarter vs. a year ago, reflecting changes in hourly
labor rates. Other related manufacturing costs were relatively unchanged from
first quarter 1998.
Selling and Administrative ("S&A") expenses were $437,000 or 12.7% of net
sales in the first quarter of 1999 as compared with $415,000 or 11.8% of net
sales in the first quarter of 1998. The slight increase is due, mostly to one
time items, such as underbooked 1998 group insurance costs and bank charges, and
is not indicative of any trend toward greater S&A spending as a percentage of
sales. During first quarter 1997, when the Registrant started to move from
commissioned manufacturers' representatives to a dedicated sales force, S&A
expense was 14.7% of net sales.
The Registrant had $52,000 of income from operations in the first quarter
of 1999 as compared with $4,000 in the similar quarter of 1998. This increase
was attributable to the reduced cost of goods sold offset partially by increased
S&A expenses, discussed above. The Registrant experienced a net loss of $50,000
in the first quarter of 1999 versus a net loss of $145,000 in the similar
quarter of 1998. The 1999 net loss, of $50,000 included miscellaneous,
non-recurring income of $36,000 resulting from the settlement of a dispute
between the Registrant and its previous group insurance provider. Interest
expense was $138,000 in the first quarter of 1999, down from $150,000 in the
year earlier similar quarter. The decrease was due to reduced bank debt and
slightly lower interest rates.
On March 8, 1999, the Registrant entered the third year of its contract
with its hourly production employees. The Registrant's hourly production
employees are represented by the Union of Needletraders, Industrial and Textile
Workers (UNITE). Under the three year Agreement, labor rates increased
$0.20/hour for the third contract year. The Registrant considers its present
relationship with its employees to be good.
Liquidity and Capital Resources
During the quarter ended April 4, 1999, the Registrant's operations
provided $436,000 of cash compared with $373,000 of cash provided in the similar
quarter of 1998. Capital expen-
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ditures used $3,000 of cash in the first quarter of 1999 versus $6,000 in the
first quarter of 1998. In addition to the $3,000 of capital expenditures
funded by the Registrant, $385,000 of capital expenditures were funded by LIG
in the 1999 first quarter under the Loan and Security Agreement between LIG
and the Registrant. Accounts payable and accrued expenses increased $123,000
in the first quarter of 1999 compared to an increase of $713,000 in the first
quarter of 1998, a difference attributable to the slower pickup in sales
during the current year's first quarter as compared with the first quarter of
1998. The sum of inventories, accounts receivable and prepayments decreased
$318,000 in the first quarter of 1999 compared with an increase of $272,000 in
the similar quarter of 1998. Inventories increased $214,000, or 12%, in the
1999 first quarter. The increase reflected an inventory build of latex gloves
to support latex glove sales during April and early May while nitrile gloves
are produced on the shared latex/nitrile glove production line. Part of the
increase reflected a spot purchase of PVC resin purchased at a discount.
At April 4, 1999, the Registrant's borrowing against its $3,750,000 line
of credit was $3,070,000, down $407,000 from year end 1998. Total bank debt, at
April 4, 1999, stood at $4,627,000 versus $5,069,000 at December 31, 1998, down
$442,000. The amount owing LIG under the Loan and Security Agreement between LIG
and Phoenix was $557,000 at April 4, 1999.
At April 4, 1999, the Registrant was not in compliance with several
financial covenants in its credit agreements but the violations have been waived
by the banks. The Registrant was not in compliance with the financial covenants
related to working capital and the current ratio due to financial accounting
rules changes relating to the classification of long-term debt where the debt
contains a subjective acceleration clause and a lock box arrangement. The
Registrant's revolving credit facility, which expires in June 1999, was
reclassified in 1996 as current debt. In addition, the Registrant was not in
compliance with the financial covenants related to net worth and the leverage
ratio, and was not in compliance with the covenant that requires that all taxes
be paid promptly as they come due.
The Registrant is considering a Credit Facility Proposal from LaSalle
Business Credit, Inc. ("LBCI"). The $6,000,000 LBCI proposed facility will
provide adequate working capital to support operations, available capital for
certain automation projects, and is at lower interest rates than the Registrant
currently experiences. Additionally, the Registrant's current lender, CIT
Group/Credit Finance ("CIT") has proposed an improved credit facility to replace
the current CIT facility. The Registrant is evaluating its options.
The Registrant has seen an improvement in glove order receipt for
cleanroom (semiconductor and related products) applications since the end of
February 1999. Management believes this
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improvement in order receipt will continue throughout 1999. In addition, the
Company is planning to introduce nitrile examination gloves for the medical
market early in the third quarter of 1999. Management is hopeful that improved
order receipt, the introduction of new products, and cost savings from raw
material price reductions, automation and production efficiencies will help
provide additional cash to support operations.
Year 2000
The Registrant has assessed the impact of the Year 2000 on its reporting
systems and operations. The Registrant presently believes that, with limited
modifications to existing software, the Year 2000 will not pose significant
operational or financial reporting problems for the Registrant's computer
systems as so modified. In addition, the Registrant's systems do not interface
with outside entities except for EDI, which the Registrant has been assured is
Year 2000 compatible. Therefore the Registrant believes the Year 2000 issue is
not material with respect to its reporting systems and operations.
Cautionary Statement as to Forward-Looking Information
Statements contained in this report as to the Registrant's outlook for
sales, operations, capital expenditures and other amounts, budgeted amounts and
other projections of future financial or economic performance of the Registrant,
and statements of the Registrant's plans and objectives for the future are
"forward-looking" statements, and are being provided in reliance upon the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Important factors that could cause actual results or events to differ materially
from those projected, estimated, assumed or anticipated in any such
forward-looking statements include without limitation: general economic
conditions in the Registrant's markets, including inflation, recession, interest
rates and other economic factors, especially in the United States and other
areas of the world where the Registrant markets its products; any loss of the
services of the Registrant's key management personnel; increased competition in
the United States and abroad, both from existing competitors and from any new
interests in the business; changes in the cost and availability of raw
materials; changes in governmental regulations applicable to the Registrant's
business; the failure to obtain any required governmental approvals; casualty to
or disruption of the Registrant's production facilities and equipment; delays or
disruptions in the shipment of the Registrant's products and raw materials;
disruption of operations due to strikes or other unrests; and other factors that
generally affect the business of manufacturing companies with international
operations.
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PART II - OTHER INFORMATION
PHOENIX MEDICAL TECHNOLOGY, INC.
Items 1, 2, 3, and 4 are inapplicable and are omitted.
Item 5. Other Information.
On December 22, 1997, the Registrant announced that it had entered into
an Option Agreement, subject to approval by its stockholders, with London
International Group, Inc. ("LIG") with respect to LIG's acquisition of an option
to purchase all or substantially all of the assets of the Registrant and other
related transactions. LIG is an indirect wholly-owned subsidiary of London
International Group plc, a company registered in England, and a leading
manufacturer of personal protective products utilizing thin film barrier
technology, including Marigold(R) Industrial Gloves.
The terms of the principal transaction with LIG were approved by the
Board of Directors of the Registrant, and the definitive Option Agreement was
approved by the Registrant's stockholders on April 28, 1998. As contemplated by
the Option Agreement, LIG paid to the Registrant $500,000 in cash as
consideration for an option to buy all or substantially all of its assets and
assume certain liabilities, at a cash purchase price of $6,821,708, exercisable
for a period of up to one year. In addition, LIG has agreed to finance the
acquisition of capital equipment and other capital improvements for the
Registrant of up to $750,000 and to participate in the joint development of
technology for the manufacture by the Registrant of new nitrile glove products.
Finally, LIG entered into an agreement to purchase industrial gloves from the
Registrant.
On April 26, 1999, the Registrant signed a nonbinding letter of intent to
extend for an additional nine months the option held by LIG to purchase
substantially all of the assets and assume certain liabilities of the
Registrant. The Registrant will receive $150,000 as payment for the extension of
the option for an additional nine months from the date a definitive revised
Option Agreement is signed by the parties. The option extension will permit the
parties to continue the joint research and development efforts which began on
April 28, 1998, the commencement date of LIG's initial one-year option.
Under the terms of the revised option, the purchase price to be paid by
LIG for the assets of the Registrant will be reduced from $6,821,708 to
$6,077,521 (subject to certain adjustments), in addition to the assumption by
LIG of certain liabilities of the Registrant. This reduction reflects
adjustments which would have been required to be made to the purchase price
under the terms of the original one-year option. LIG will continue to provide
the Registrant with a $750,000 credit facility to finance capital expenditures
and capital improvements related to the research and development. In addition,
LIG will continue to purchase nitrile gloves from the Registrant under a revised
supply agreement.
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The parties hope to sign a definitive revised Option Agreement and other
related documentation in the next few weeks. The revised Option Agreement will
be subject to the approval of the transaction by the Registrant's stockholders.
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibit 27, Financial Data Schedule filed in electronic format only.
b. Exhibits and Reports on Form 8-K. No reports on Form 8-K were
filed during the quarter ended April 4, 1999.
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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.
PHOENIX MEDICAL TECHNOLOGY, INC.
BY: /s/ Edward W. Gallaher, Sr.
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Edward W. Gallaher, Sr.
President and Treasurer
BY: /s/ Delores P. Williams
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Delores P. Williams
Controller
DATE: May 12, 1999
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