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 JUNE 30, 1999 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)
1101 South Capital of Texas Highway
Building G - Suite 200
Austin, Texas 78746
(Address of principal executive office) (Zip code)
(512) 347-9640
(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 June 30, 1999 there were 3,440,601 shares of common stock outstanding.
This report consists of 10 pages.
ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
TABLE OF CONTENTS
FORM 10-Q
June 30, 1999
PART I - FINANCIAL INFORMATION.......................................................................................3
Item 1. Financial Statements....................................................................................3
CONSOLIDATED BALANCE SHEETS......................................................................................3
CONSOLIDATED STATEMENTS OF OPERATIONS............................................................................4
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY.......................................................5
CONSOLIDATED STATEMENTS OF CASH FLOWS............................................................................6
SUPPLEMENTAL NOTES TO CONSOLIDATED 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 - none...............................................................................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
2
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, December 31,
ASSETS 1999 1998
------------- ---------------
Current assets:
Cash and cash equivalents ...................................................... $ 603,819 $ 557,533
Trade and other accounts receivable, net of allowance for doubtful accounts
of $73,811 and $72,192 ................................................... 1,970,991 1,307,668
Inventories, net ............................................................... 962,977 1,472,726
Income Tax Recoverable ......................................................... 262,810 262,810
Other current assets ........................................................... 53,750 70,105
------------- ---------------
Total current assets ......................................................... 3,854,347 3,670,842
Property and equipment, net of accumulated depreciation of $3,348,213 & $3,005,634 4,010,034 3,988,766
Patent and software development costs, net of accumulated amortization of $478,727
and $457,204 .............................................................. 147,067 97,998
Goodwill, net of accumulated amortization of $821,659 & $756,084 ................. 1,651,667 1,717,242
Deferred income taxes, net ....................................................... 374,923 374,923
Other assets ..................................................................... 62,750 140,373
------------- ---------------
Total assets ................................................................. $ 10,100,787 $ 9,990,144
------------- ---------------
------------- ---------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Revolving credit facilities .................................................... $ 0 $ 0
Current maturities of bonds payable and long-term debt ......................... 102,058 356,751
Current maturities of capital lease obligations ................................ 13,029 28,220
Accounts payable ............................................................... 673,228 681,276
Accrued liabilities and Other Liabilities ...................................... 519,635 322,798
------------- ---------------
Total current liabilities .................................................... 1,307,950 1,389,045
Bonds payable, and other long-term debt, net of current maturities ............... 628,796 565,810
Capital lease obligations, net of current portion ................................ 49,341 49,341
Deferred revenue ................................................................. 17,519 27,036
------------- ---------------
Total liabilities ............................................................ 2,003,606 2,031,232
------------- ---------------
Shareholders' equity:
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
Common stock held in treasury, 219,715 and 144,515 shares at cost ................ (992,494) (913,084)
Unearned ESOP compensation ....................................................... (17,848) (39,277)
Retained earnings (accumulated deficit) .......................................... 161,425 (34,826)
------------- ---------------
Total shareholders' equity ................................................... 8,097,182 7,958,912
------------- ---------------
Total liabilities and shareholders' equity ................................... $ 10,100,788 $ 9,990,144
------------- ---------------
------------- ---------------
The accompanying notes are an integral part of the consolidated financial
statements.
3
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
1999 1998 1999 1998
Net sales .................................. $ 2,922,771 $ 2,845,232 $ 5,364,454 $ 5,274,344
Cost of sales .............................. 1,812,395 1,727,489 3,541,489 3,163,721
----------- ----------- ----------- ------------
Gross profit ............................... 1,110,376 1,117,743 1,822,965 2,110,623
----------- ----------- ----------- ------------
Selling and marketing ...................... 75,772 86,530 146,370 183,492
General and administrative ................. 537,752 540,963 1,038,579 1,078,670
Research and development ................... 21,795 112,156 66,655 212,204
Amortization of goodwill ................... 32,473 23,782 65,575 56,627
----------- ----------- ----------- ------------
Total expenses ............................. 667,792 763,431 1,317,179 1,530,993
----------- ----------- ----------- ------------
Income from operations ..................... 442,584 354,312 505,786 579,630
Other income (expense):
Interest expense ......................... 32,262 36,376 42,239 67,589
Other .................................... 71,784 30,519 107,657 53,145
----------- ----------- ----------- ------------
Income before income taxes and other charges 338,538 287,417 355,890 458,896
Provision for Asset Impairment ............. 0 453,529 0 453,529
----------- ----------- ----------- ------------
Income (loss) before income taxes .......... 338,538 (166,112) 355,890 5,367
Income taxes (credit) ...................... 141,156 (56,046) 159,639 24,573
----------- ----------- ----------- ------------
Net income ................................. $ 197,382 $ (110,066) $ 196,251 $ (19,206)
----------- ----------- ----------- ------------
----------- ----------- ----------- ------------
Net income per share ....................... $ 0.06 $ (0.03) $ 0.06 $ (0.01)
----------- ----------- ----------- ------------
----------- ----------- ----------- ------------
Weighted average number of common
and dilutive common equivalent
shares outstanding ....................... 3,440,601 3,563,101 3,440,601 3,563,101
----------- ----------- ----------- ------------
----------- ----------- ----------- ------------
The accompanying notes are an integral part of the consolidated financial
statements.
4
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
--------------------------------
1999 1998
--------------- ---------------
Cash flows from operating activities:
Net Income ........................................................................ $ 196,251 $ (19,206)
Provision for Asset Impairment .................................................... 0 453,529
Adjusted Net Income ............................................................... 196,251 434,323
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation .................................................................... 342,579 330,142
Amortization .................................................................... 87,098 78,502
Deferred Revenue ................................................................ 0 0
--------------- --------------
Changes in assets and liabilities:
(Increase) Decrease in Trade and other accounts receivable, net ................. (663,323) (50,166)
(Increase) Deposits, prepaid expenses and other current assets .................. 16,355 (113,284)
(Increase) Decrease in Inventories .............................................. 509,749 209,401
(Decrease) in Accounts payable, accrued liabilities and other current liabilities 3,541 (619,841)
Increase in Income taxes payable ................................................ 47,515 40,607
(Increase) Decrease in other assets ............................................. 0 (4,057)
--------------- --------------
Net cash provided by operating activities ........................................... 539,766 305,627
--------------- --------------
Cash flows from investing activities:
Net capital expenditures and fixed asset decrease ................................. (283,847) (161,566)
Deposits on capital equipment, acquisitions and other ............................. (2,377) 15,862
Patent and software development expenditures ...................................... (70,592) (15,537)
--------------- --------------
Net cash used in investing activities ........................................... (356,816) (161,241)
--------------- --------------
Cash flows from financing activities:
Net repayments of revolving credit facilities ..................................... 0 (430)
Increase in bonds payable due to amortization ..................................... 62,986 24,000
Reduction of unearned ESOP compensation ........................................... 21,429 21,429
Principal paid for on treasury stock .............................................. (79,410) (1)
Principal proceeds on long term debt, net ......................................... 0 0
Principal payments on long-term debt, net ......................................... (141,669) (131,716)
--------------- --------------
Net cash used in financing activities ........................................... (136,664) (86,718)
--------------- --------------
Net increase (decrease) in cash and cash equivalents ................................ 46,286 57,669
Cash and cash equivalents at beginning of period .................................... 557,533 214,938
--------------- --------------
Cash and cash equivalents at end of period .......................................... $ 603,819 $ 272,607
--------------- --------------
--------------- --------------
The accompanying notes are an integral part of the consolidated financial
statements.
5
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Retained
Common Shares Additional Unearned Earnings
------------------------ Paid-in Treasury ESOP (Accumulated
Number Amount Capital Stock Compensation Deficit) Total
----------- ---------- ----------- ----------- ------------ ---------- -----------
January 1, 1996............. 3,564,511 $ 36,792 $ 8,899,261 $ (868,740) $ (167,848) $ (546,718) $ 7,352,747
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) (10,047) (10,047)
Sale of securities.......... 0
Net income.................. 616,578 616,578
----------- ---------- ----------- ----------- ---------- ---------- -----------
December 31, 1996........... 3,563,101 36,792 8,909,307 (878,787) (124,991) 69,860 8,012,181
Maturity and repurchases of
redeemable common stock...
Treasury stock purchase.....
ESOP payments............... 42,857 42,857
Net income.................. 31,752 31,752
----------- ---------- ----------- ----------- ---------- ---------- -----------
December 31, 1997........... 3,563,101 36,792 8,909,307 (878,787) (82,134) 101,612 8,086,790
Treasury stock purchase..... (28,400) (34,297) (34,297)
ESOP payments............... 42,857 42,857
Net income.................. (136,438) (136,438)
----------- ---------- ----------- ----------- ---------- ---------- -----------
December 31, 1998........... 3,534,701 36,792 8,909,307 (913,084) (39,277) (34,826) 7,958,912
Treasury stock purchase..... (72,200) (79,410) (79,410)
ESOP payments............... 21,429 21,429
Net income.................. 196,251 196,251
----------- ---------- ----------- ----------- ---------- ---------- -----------
June 30, 1999............... 3,462,501 $ 36,792 $ 8,909,307 $ (992,494) $ (17,848) $ 161,425 $ 8,097,182
----------- ---------- ----------- ----------- ---------- ---------- -----------
----------- ---------- ----------- ----------- ---------- ---------- -----------
The accompanying notes are an integral part of the consolidated financial
statements.
6
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, 1998.
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:
June 30, December 31,
1999 1998
--------------- ---------------
Raw materials................................................... $ 239,941 $ 303,689
Work-in-process............................................... 177,611 330,812
Finished goods.................................................. 1,555,412 1,861,060
--------------- ---------------
Total...................................................... 1,972,964 2,495,561
Allowance for slow-moving inventories........................... (1,006,987) (1,022,835)
--------------- ---------------
Total...................................................... $ 965,977 $ 1,472,726
--------------- ---------------
--------------- ---------------
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1999, the Company had working capital of approximately
$2,537,000. At December 31, 1998, the Company had working capital of
approximately $2,282,000. The Company has 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% (8.5% at June
30, 1999). The working capital line of credit matures December 15, 1999 and did
not have an outstanding balance at June 30, 1999. The Company's lines of credit
are its primary source of operating funds and liquidity.
Capital expenditures during the first six months of 1999 were
approximately $284,000 compared to $162,000 in 1998. This increase can be
attributed to the purchase of Scovill attaching machines by Micron, as well as,
the purchase of equipment to assist the molding area efficiency. Capital
expenditures are expected to increase in the third and fourth quarter as Micron
anticipates needing to purchase a new extruder if sales in the polymer operation
continue to increase. Normal capital expenditures are funded from operating cash
flows.
RESULTS OF OPERATIONS
REVENUES for the second quarter ended June 30, 1999 were $2,922,771
when compared to $2,845,232 for the second quarter of 1998. Revenues from sales
of electrocardiographic ("ECG") sensors increased 4% for the quarter ended June
30, 1999, as compared to the same period in 1998. The sales mix for the Company
continues with ECG sensors making up the greater portion of sales and the
related cost of sales. Until 1996, ART acted as the exclusive distributor of
electrophysiology ("EP") products under its contract with their manufacturer,
Prucka Engineering, Inc. During 1998, ART received 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. 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.
7
Domestic and foreign sales for the first quarter are as follows:
SECOND QUARTER FIRST SIX MONTHS
1999 % 1998 % 1999 % 1998 %
---- --- ---- --- ---- --- ---- ---
Domestic.. $1,262,910 43 $1,446,816 51 $2,506,71 47 $2,804,291 53
Foreign... 1,659,861 57 1,398,416 49 2,858,741 53 2,470,053 47
---------- --- ---------- --- ---------- --- ---------- ---
Total .... $2,922,771 100 $2,845,232 100 $5,365,454 100 $5,274,344 100
---------- --- ---------- --- ---------- --- ---------- ---
---------- --- ---------- --- ---------- --- ---------- ---
COST OF SALES increased by 5% for the quarter ended June 30, 1999, as
compared to the same period in 1998, because of the decrease in inventory at
Micron, as sales were higher than anticipated. Overhead costs at Micron for the
second quarter ended June 30, 1999, decreased by 6% as compared to the same
period of the prior year due to reductions in repairs and maintenance, and in
utility expenses.
SELLING AND MARKETING expenses decreased as a percent of sales during
the second quarter ended June 30, 1999 by 13.3% as compared to the same period
for 1998. The current level of marketing operations is expected to increase
during the second six months of the year.
GENERAL AND ADMINISTRATIVE expenses remained almost constant for last
year's numbers. The primary components of general and administrative expenses
are salaries and related payroll taxes and benefits, environmental monitoring
expenses, professional fees, and insurance costs. These expenses are expected to
continue at this level for the last six months of the year.
RESEARCH AND DEVELOPMENT expenses decreased significantly by $90,000
for the second quarter ended June 30, 1999, as compared to the same period in
1998. The decrease is due primarily to salaries, travel and rent as ART moved to
new accommodation in November 1998. In addition, there were development costs in
1998 associated with converting the SAECG software to Windows and converting the
Cath Lab software to a Windows NT platform.
YEAR 2000
GENERAL - ART's Company-wide Year 2000 Project is proceeding on
schedule. The general Year 2000 concern is that many computer systems and
software products will experience problems handling dates beyond the year 1999
because the systems are coded to accept only two-digit entries in the date
code fields. Art's executive staff has directed a centrally coordinated Year
2000 Project team, made up of representatives from each of the company's
departments and divisions, to address this issue of computer programs and
embedded computer chips being unable to distinguish between the year 1999 and
the year 2000. In 1998, ART began testing efforts addressing its, products,
services, infrastructure, and internal business support applications. A
detailed plan has been created and is currently being implemented which will
ensure that all ART's business process and systems have been assessed for Year
2000 Readiness by July 1999.
PROJECT - The ART Year 2000 Project has been addressed on two fronts.
ART is a manufacturing and distributor of medical products. These efforts were
divided into four major sections, Company Products, Infrastructure (Internal
IT Systems), Internal Non-IT systems, and Supply-Chain. The general phases
common to all these sections are: (1) inventorying Year 2000 items; (2)
assigning priorities to identified items; (3) assessing the Year 2000
Readiness of items determined to be material to the Company; (4) repairing or
replacing material items that are determined not to be Year 2000 ready; (5)
testing material items; and (6) designing and implementing contingency and
business continuation plans for each division. The company has engaged the
service of an Information Technology consulting firm, Micro Support Group,
Inc., to assist in the project management and in the conversion and testing of
certain application software code.
PRODUCTS - The year in the date field of all ART's products is in two
digits and is only used as a reference to show when a test was performed. It
is not used in any analytical calculations, hence none of the company's
software products will have operational failures, invalid or incorrect
results as a consequence of the year 2000 date change. Micron does not
manufacturer any date-related products.
8
INTERNAL IT SYSTEMS - The Company has assessed its internal information
technology, or IT, systems, including business information systems, systems
utilizing in it manufacturing and service operations, and systems providing
electronic interfaces between the Company and its customers, to determine
whether the Company operations will be interrupted by 2000 issue. The
actions on this section are on schedule. The testing phase involved the
testing of the Novell Server and the Real World Financial applications
within Micron. Both systems passed all Year 2000 Readiness tests. ART will
be migrating to these Year 2000 Ready systems during the second quarter of
1999. ART expects to have addressed all internal Year 2000 issues identified
in this process by June 1999.
NON-IT SYSTEMS - ART has assessed the impacts of Year 2000 on non-IT
systems. Non-IT systems include, but are not limited to telecommunications
systems (PBX), security systems, HVAC systems, elevators, and utilities
(Water, Gas, Electric, etc). Assessment of these systems is ongoing and is
expected to be completed by July 1999.
SUPPLY-CHAIN - ART has been working closely with suppliers and other
third parties upon which it is dependent, to determine the extent of their
Year 2000 Readiness. All critical suppliers and business partners to the
Company have been contacted and the assessment of their Year 2000 readiness
is underway. The ART Division expects this phase of the project to be on
going with the risk assessment and contingency planning phase completed by
July 1999 while Micron has completed this portion of the project.
COST - Based on its investigation to date, the Company does not expect
the total cost of its Year 2000 Project to have a material effect on the
Company's business or financial results. The estimated cost of the Year 2000
Project is approximately $17,600 at maximum. This cost is estimated to be
distributed equally between fiscal 1998 and 1999.
RISK - The Year 2000 Project is expected to significantly reduce the
Company's level of uncertainty about the Year 2000 problem and, in
particular, about the Year 2000 readiness of its material external agents.
ART believes that, with the testing of its Financial Business system and the
completion of this project as scheduled, the possibility of significant
interruption of normal operations should be minimized.
The Company recognizes that failure to correct a material Year 2000
problem could result in an interruption in, or failure of certain normal
business activities or operations. Such failures could materially and
adversely affect the company's results of operations and financial
condition. Due to the general uncertainly inherent in the Year 2000 problem,
resulting in part from the uncertainty of the Year 2000 readiness of
third-party suppliers and customers, the company is unable to determine at
this time whether the consequences of Year 2000 failures will have a
material impact on the Company's results of operations.
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.
9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - NONE
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/ Anthony A. Cetrone,
President, Micron Products Inc.
Chairman of the Board
May 11, 1999
10