UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2003

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-15459

HORIZON MEDICAL PRODUCTS, INC.

(Exact name of registrant as specified in its charter)


Georgia		58-1882343

(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

One Horizon Way
P.O. Box 627
Manchester, Georgia		31816

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 706-846-3126

Indicate by check mark whether the registrant: (1) has filed all reports 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 by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes [ ] No [X]

The number of shares outstanding of the Registrant’s Common Stock, $.001 par value, as of November 14, 2003 was 43,409,076.

HORIZON MEDICAL PRODUCTS, INC. AND SUBSIDIARIES

FORM 10-Q

For the Quarterly Period Ended September 30, 2003

INDEX


PART I.		FINANCIAL INFORMATION
ITEM 1.		Financial Statements (unaudited)
		Interim Condensed Consolidated Balance Sheets
		Interim Condensed Consolidated Statements of Operations
		Interim Condensed Consolidated Statements of Cash Flows
		Notes to Interim Condensed Consolidated Financial Statements
ITEM 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations
ITEM 3.		Quantitative and Qualitative Disclosures about Market Risk
ITEM 4.		Controls and Procedures
PART II.		OTHER INFORMATION
ITEM 1.		Legal Proceedings
ITEM 6.		Exhibits and Reports on Form 8-K
SIGNATURE

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED).

The financial statements listed below are included on the following pages of this Quarterly Report on Form 10-Q:

	•		Interim Condensed Consolidated Balance Sheets at September 30, 2003 and December 31, 2002

	•		Interim Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2003 and 2002

	•		Interim Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2003 and 2002

	•		Notes to Interim Condensed Consolidated Financial Statements

Horizon Medical Products, Inc. and Subsidiaries
Interim Condensed Consolidated Balance Sheets


			September 30,			December 31,
			2003			2002

			(Unaudited)
ASSETS
Current Assets:
	Cash and cash equivalents		$	1,994,655		$	3,711,514
	Accounts receivable - trade, net			4,296,811			3,037,974
	Inventory, net			5,733,346			5,607,965
	Prepaid expenses and other current assets			508,254			515,077

		Total Current Assets		12,533,066			12,872,530
	Property and equipment, net			2,079,726			2,199,307
	Goodwill, net			15,650,356			15,650,356
	Intangible assets, net			5,648,013			6,361,844
	Other assets			21,828			106,088

	Total Assets		$	35,932,989		$	37,190,125

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
	Accounts payable - trade		$	1,342,071		$	807,146
	Accrued salaries and commissions			583,691			279,346
	Accrued interest			97,285			122,645
	Other accrued expenses			433,171			651,199
	Current portion of long-term debt			1,549,406			1,552,782

		Total current liabilities		4,005,624			3,413,118
	Long-term debt, net of current portion			17,407,978			18,341,903
	Other liabilities			93,865			104,963

		Total Liabilities		21,507,467			21,859,984

Commitments and contingent liabilities (Note 6)
Shareholders’ Equity:
	Preferred stock, no par value; 5,000,000 shares authorized, none issued and outstanding
	Common stock, $.001 par value per share; 100,000,000 shares
	authorized, 36,209,076 and 33,415,876 shares
	issued and outstanding as of September 30, 2003 and December 31, 2002			36,209			33,416
	Additional paid in capital			74,889,368			74,839,389
	Shareholders’ note receivable			(128,963	)		(170,831	)
	Accumulated deficit			(60,371,092	)		(59,371,833	)

		Total shareholders’ equity		14,425,522			15,330,141

	Total liabilities & shareholders’ equity		$	35,932,989		$	37,190,125

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

HORIZON MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


			Three Months Ended						Nine Months Ended
			September 30,						September 30,

			2003			2002			2003			2002

Net sales			$	7,544,515		$	5,317,271		$	20,250,569		$	15,902,512
Cost of goods sold				3,002,909			2,065,796			8,165,638			6,886,760

Gross profit				4,541,606			3,251,475			12,084,931			9,015,752
Selling, general and administrative expenses				3,867,781			3,411,335			11,234,262			12,505,868

		Income (loss) from operations		673,825			(159,860	)		850,669			(3,490,116	)

Other income (expense):
		Interest expense, net		(589,330	)		(723,605	)		(1,813,476	)		(2,107,300	)
		Other income (expense)		(11,752	)		(1,656	)		(36,452	)		(10,482	)

				(601,082	)		(725,261	)		(1,849,928	)		(2,117,782	)

		Income (loss) from continuing operations		72,743			(885,121	)		(999,259	)		(5,607,898	)
Discontinued operations:
		Income from operations of discontinued distribution segment		—			3,828,854			—			4,290,394
Extraordinary loss on extinguishment of debt				—			—			—			(6,641,015	)
Effect of a change in accounting principle pursuant to adoption of SFAS 142				—			—			—			(16,101,900	)

		Net Income (loss)	$	72,743		$	2,943,733		$	(999,259	)	$	(24,060,419	)

Basic and diluted earnings per share:
	Loss from continuing operations		$	0.00		$	(0.05	)	$	(0.03	)	$	(0.35	)
	Income from operations of discontinued distribution segment			—			0.22			—			0.27
	Extraordinary loss on extinguishment of debt			—			—			—			(0.42	)
	Effect of a change in accounting principle pursuant to adoption of SFAS 142			—			—			—			(1.01	)

	Net loss per share - basic and diluted		$	0.00		$	0.17		$	(0.03	)	$	(1.51	)

Weighted average common shares outstanding - basic and diluted				36,196,763			17,519,556			35,430,864			15,935,027

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

HORIZON MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


				Nine Months Ended
				September 30,
				2003			2002

Cash flows from operating activities:
	Net loss			$	(999,259	)	$	(24,060,419	)
	Adjustments to reconcile net loss to net cash used in operating activities:
			Depreciation expense		482,339			557,797
			Amortization of intangibles		1,070,175			1,144,205
			Non-cash compensation charge		0			1,555,468
			Impairment charge		0			16,101,900
			Loss on extinguishment of debt		0			5,443,515
			Gain on disposition of distribution segment		0			(3,451,317	)
			Loss on sale of property and equipment		0			3,071
			(Increase) decrease in operating assets and liabilities, net:
			Accounts receivable, trade		(1,258,837	)		(82,613	)
			Inventories		(125,381	)		548,887
			Prepaid expenses and other assets		(150,607	)		(168,240	)
			Accounts payable, trade		534,925			(419,927	)
			Accrued expenses and other liabilities		49,859			181,043

			Net cash used in operating activities		(396,786	)		(2,646,630	)

Cash flows from investing activities:
	Capital expenditures				(362,758	)		(295,600	)
	Acquisition of intangible assets				(356,344	)		(134,568	)
	Cash proceeds from disposition of distribution segment				241,690			11,116,000
Proceeds from shareholders’ notes receivable					41,868			445,109
Proceeds from sale of property and equipment					0			8,000

			Net cash (used in) provided by investing activities		(435,544	)		11,138,941

Cash flows from financing activities:
Proceeds from issuance of long term debt					467,678			68,499,120
Principal payments on long term debt					(1,377,479	)		(73,823,394	)
		Change in restricted cash			0			(547,731	)
		Debt issuance costs			0			(1,450,087	)
		Exercise of stock options			25,272			0

			Net cash used in financing activities		(884,529	)		(7,322,092	)

			Net increase (decrease) in cash and cash equivalents		(1,716,859	)		1,170,219
Cash and cash equivalents, beginning of period					3,711,514			2,748,617

Cash and cash equivalents, end of period				$	1,994,655		$	3,918,836

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

HORIZON MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Summary of Significant Accounting Policies

The condensed consolidated balance sheet of Horizon Medical Products, Inc. and Subsidiaries (collectively, the “Company”) at December 31, 2002 has been derived from the Company’s audited consolidated financial statements at such date. Certain information and footnote disclosures normally included in complete financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and instructions to Form 10-Q. The interim condensed consolidated financial statements at September 30, 2003, and for the three and nine month periods ended September 30, 2003 and 2002 are unaudited; however, these statements reflect all adjustments and disclosures which are, in the opinion of management, necessary for a fair presentation. All such adjustments are of a normal recurring nature unless noted otherwise. The results of operations for the interim periods are not necessarily indicative of the results of the full year. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 (the “Form 10-K”), including, without limitation, the summary of accounting policies and notes and consolidated financial statements included therein.

Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 supercedes Auditing Practices Board (“APB”) No. 17 and requires that: (1) goodwill and indefinite lived intangible assets will no longer be amortized; (2) goodwill will be tested for impairment at least annually at the reporting unit level; (3) intangible assets deemed to have an indefinite life will be tested for impairment at least annually; and (4) the amortization period of intangible assets with finite lives will no longer be limited to forty years. Upon the adoption of SFAS No. 142 on January 1, 2002, the Company recognized an estimated impairment loss of approximately $16.1 million related to its distribution reporting unit. In addition, the Company ceased amortization of its goodwill. The Company’s goodwill amortization was approximately $1.3 million and $1.7 during the years ended December 31, 2001 and 2000, respectively. See Note 8 for the Company’s expected future amortization charges after the adoption of SFAS No. 142.

In October 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which has an effective date for financial statements for fiscal years beginning after December 15, 2001. The Company adopted SFAS No. 144 effective as of January 1, 2002. This statement, which supercedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, as well as certain other accounting standards, establishes a single accounting model based on framework established in SFAS No. 121 for long-lived assets to be disposed of by sale, including segments of a business accounted for as discontinued operations. The impact of adopting SFAS No. 144 did not have a material impact on the Company’s financial statements.

In April 2002, the FASB issued SFAS No. 145. This Statement rescinds FASB Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an amendment of that Statement, FASB Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. This Statement amends FASB Statement No. 13, Accounting for Leases, to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The impact of adopting SFAS 145 did not have a material effect on the Company’s financial statements.

In September 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal. SFAS No. 146 eliminates the definition and requirements for recognition of exit costs in EITF Issue No. 94-3. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred. SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. The Company does not believe SFAS No. 146 will have a material effect on its financial statements.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” This Statement amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for companies that voluntary change to the fair-value-based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company does not believe SFAS No. 148 will have a material effect on its financial statements.

The FASB issued Statement 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, in April 2003. Statement 149:

•

clarifies implementation issues raised by constituents regarding the following:


		•		what is meant by an initial net investment that is smaller than would be required for other types of contracts that would be expected to have a similar response to changes in market factors;

		•		what is meant by underlying; and

		•		how to identify a derivative that contains a financing element;

	•		amends Statement 133, Accounting for Derivative Instruments and Hedging Activities (AC Section D50), to include the conclusions reached by the FASB on certain FASB Staff Implementation Issues that, while inconsistent with Statement 133’s conclusions, were considered by the Board to be preferable;

	•		amends Statement 133’s discussion of financial guarantee contracts and the application of the shortcut method to an interest-rate swap agreement that includes an embedded option; and

	•		amends other pronouncements.

The guidance in Statement 149 is effective for new contracts entered into or modified after June 30, 2003 and for hedging relationships designated after that date, except for the following:

	•		guidance incorporated from FASB Staff Implementation Issues that was effective for periods beginning prior to June 15, 2003 should continue to be applied according to the effective dates in those issues; and

	•		guidance relating to forward purchase and sale agreements involving when-issued securities should be applied to both existing contracts and new contracts entered into after June 30, 2003.

The Company does not believe that Statement 149 will have a material effect on its financial statements.

The FASB issued Statement 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, in May 2003. Statement 150 changes the classification in the statement of financial position of certain common financial instruments from either equity or mezzanine presentation to liabilities and requires an issuer of those financial statements to recognize changes in the fair value or the redemption amount, as applicable, in earnings.

Statement 150 requires an issuer to classify the following financial instruments as liabilities:

	•		mandatorily redeemable preferred and common stocks;

	•		forward purchase contracts that obligate the issuer to repurchase shares of its stock by transferring assets;

	•		freestanding put options that may obligate the issuer to repurchase shares of its stock by transferring assets; and

	•		freestanding financial instruments that require or permit the issuer to settle an obligation by issuing a variable number of its shares if, at inception, the monetary value of the obligation is based solely or predominantly on any of the following:


		•		a fixed monetary amount known at inception;

		•		variations in something other than the issuer’s shares, such as the price of gold multiplied by a fixed notional amount; and

		•		variations inversely related to changes in the value of the issuer’s shares, such as a written put option that can be net share settled.

Statement 150 is effective immediately for financial instruments (except for mandatorily redeemable financial instruments issued by nonpublic companies) entered into or modified after May 31, 2003. It is effective for financial instruments (except for mandatorily redeemable financial instruments issued by nonpublic companies) issued on or before May 31, 2003 at the beginning of the first interim period beginning after June 15, 2003. Finally, it is effective for mandatorily redeemable financial instruments issued by nonpublic companies for fiscal years beginning after December 15, 2003. The effect of adopting Statement 150 will be recognized as a cumulative effect of an accounting change as of the beginning of the period of adoption. Restatement of prior periods is not permitted.

The Company does not believe Statement 150 will have a material effect on its financial statements.

As of September 30, 2003, the Company has a stock-based employee compensation plan, the 1998 Stock Incentive Plan (the “Incentive Plan”), as described in Note 9 of the Company’s consolidated financial statements included in the Form 10-K. The Company applies APB No. 25 and related interpretations in accounting for the Incentive Plan, which is an acceptable method for accounting for stock-based employee compensation, despite the adoption of SFAS No. 123. Accordingly, no compensation expense has been recognized by the Company for fixed stock option awards under the

Incentive Plan. Had compensation expense for options granted under the Incentive Plan and outside of the Incentive Plan been determined based on the fair value at the grant dates consistent with the method of SFAS No. 123, the Company’s net loss and net loss per share would have been increased to the pro forma amounts indicated below:


		For the Three Months					For the Nine Months
		Ended September 30,					Ended September 30,

		2003			2002		2003			2002

Net Income (Loss):
	As reported	$	72,743		$	2,943,733	$	(999,259	)	$	(24,060,419	)
	Pro Forma	$	(399,271	)	$	2,843,779	$	(2,262,469	)	$	(25,178,488	)
Net Loss per share - basic and diluted
	As reported	$	0.00		$	0.17	$	(0.03	)	$	(1.51	)
	Pro Forma	$	(0.01	)	$	0.16	$	(0.06	)	$	(1.58	)

Through September 3, 2002, the Company operated as two reportable segments, manufacturing and distribution. The manufacturing segment includes products manufactured by the Company, as well as products manufactured by third parties on behalf of the Company. The Company sold its distribution business on September 3, 2002 and currently operates as only the manufacturing segment. As a result of the sale, the results of operations of the distribution segment have been reclassed and are included in discontinued operations on the Company’s interim condensed consolidated statement of operations for the three and nine months ended September 30, 2002.

The Company’s operations are located in the United States, except for a sales office in Belgium. Thus, substantially all of the Company’s assets are located domestically. Sales information by geographic area for the three and nine months ended September 30, 2003 and 2002 is as follows:


		For the Three Months				For the Nine Months
		Ended September 30,				Ended September 30,

		2003		2002		2003		2002

United States		$	7,068,779	$	4,876,639	$	18,871,295	$	14,544,968
Foreign			475,736		440,632		1,379,274		1,357,544

	Consolidated Net Sales	$	7,544,515	$	5,317,271	$	20,250,569	$	15,902,512

The table below presents net sales by major product category for the three and nine months ended September 30, 2003 and 2002:


		For the Three Months				For the Nine Months
		Ended September 30,				Ended September 30,

		2003		2002		2003		2002

Ports		$	4,657,448	$	4,142,047	$	13,787,531	$	12,187,689
Port Accessories			833,316		461,821		2,222,019		1,251,970
Catheters			936,666		608,463		2,502,361		2,246,017
Pumps			756,180		0		1,055,847		0
All other			360,905		104,940		682,811		216,836

	Consolidated Net Sales	$	7,544,515	$	5,317,271	$	20,250,569	$	15,902,512

2. Inventories

A summary of inventories is as follows:


	September 30, 2003			December 31, 2002

Raw Materials	$	3,197,786		$	3,273,806
Work in process		487,096			347,622
Finished Goods		4,180,487			4,517,675

	$	7,865,369		$	8,139,103
Less inventory reserves		(2,132,023	)		(2,531,138	)

	$	5,733,346		$	5,607,965

3. Earnings Per Share

A summary of the calculation of basic and diluted earnings per share (“EPS”) is as follows:

For the Three Months

For the Nine Months

Ended September 30, 2003

Income from

Loss from

Continuing

Operations

Shares

Per-share

Operations

Shares

Per-share

Numerator

Denominator

Amount

Numerator

Denominator

Amount

EPS - basic and diluted

72,743

36,196,763

0.00

(999,259

)

35,430,864

(0.03

)


	For the Three Months								For the Nine Months
	Ended September 30, 2002								Ended September 30, 2002

	Loss from								Loss from
	Continuing								Continuing
	Operations			Shares		Per-share			Operations			Shares		Per-share
	Numerator			Denominator		Amount			Numerator			Denominator		Amount

EPS - basic and diluted	$	(885,121	)		17,519,556	$	(0.05	)	$	(5,607,898	)		15,935,027	$	(0.35	)

Options to purchase 8,752,217 shares of common stock and warrants to purchase 873,619 shares of common stock were outstanding as of September 30, 2003, but are not included in the computation of the September 30, 2003 diluted EPS because the effect would be anti-dilutive. The options have exercise prices ranging from $0.43 to $14.63 and expire between 2008 and 2013. Warrants to purchase 748,619 shares of common stock have an exercise price of $0.01 and expire in 2012. Warrants to purchase 25,000 shares of common stock have an exercise price of $1.22 and expire in 2011. Warrants to purchase 50,000 shares of common stock have an exercise price of $0.93 and expire in 2005. Warrants to purchase 50,000 shares of common stock have an exercise price of $0.69 and expire in 2006.

As discussed in Note 4 to these interim condensed consolidated financial statements contained elsewhere in this Form 10-Q, the Company has issued Senior Subordinated Convertible Notes (the “Convertible Notes”), a portion of which is convertible into a maximum of 27,000,000 shares of common stock. As of September 30, 2003, there were 9,900,000 shares of common stock issued and outstanding as a result of conversion of a portion of Convertible Notes held by the Additional Note Purchasers (as defined in Note 4 below) and 9,900,000 shares of common stock outstanding as a result of conversion of a portion of Convertible Notes held by ComVest Venture Partners, L.P. (“ComVest”). The remaining

7,200,000 shares of common stock issuable upon conversion of Convertible Notes held by one noteholder are excluded from the computation of the September 30, 2003 diluted EPS because the effect would be anti-dilutive. This noteholder converted $72,000 of indebtedness under the Convertible Notes into such 7,200,000 shares of common stock on November 12, 2003.

Options to purchase 7,293,742 shares of common stock and warrants to purchase 823,619 shares of common stock were outstanding as of September 30, 2002, but are not included in the computation of the September 30, 2002 diluted EPS because the effect would be anti-dilutive. The options have exercise prices ranging from $0.44 to $14.63 and expire between 2008 and 2012. Warrants to purchase 748,619 shares of common stock have an exercise price of $.01 per share and expire in 2012. Warrants to purchase 25,000 shares of common stock have an exercise price of $1.22 and expire in 2011. Warrants to purchase 50,000 shares of common stock have an exercise price of $0.93 and expire in 2005.

4. Long-Term Debt

On March 1, 2002, the Company entered into certain agreements with ComVest, an affiliate of Commonwealth Associates L.P. (“Commonwealth”) to recapitalize the Company (the “Recapitalization”). The Company completed the Recapitalization on March 16, 2002 and the Forbearance Agreement between the Company and Bank of America, N.A. (“Bank of America” or “BofA”) dated March 30, 2001, as subsequently amended (the “Forbearance Agreement”), was terminated as of March 15, 2002. The Forbearance Agreement is described below.

The following is a summary of the key provisions of the Recapitalization:

On February 22, 2002, ComVest and Bank of America entered into an assignment agreement under which ComVest agreed to acquire all of Bank of America’s interest in the outstanding $50 million BofA Credit Facility. The purchase price for the assignment was $22 million in cash, plus the $2 million Junior Note. The Company subsequently assumed the Junior Note pursuant to the Recapitalization, and ComVest has been released from obligations under the Junior Note. Upon the closing of the assignment on March 15, 2002, ComVest acquired all of Bank of America’s interest in the BofA Note, the warrants issued to Bank of America pursuant to the BofA Credit Facility were surrendered and cancelled, and the Forbearance Agreement was terminated. The warrants, which had previously been recorded in additional paid-in-capital at their estimated fair value at issuance of $260,000, were extinguished at their estimated fair value on the date of extinguishment of $345,000. As a result, $345,000 was included as a component of the extraordinary loss on early extinguishment of debt.

On March 1, 2002, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with ComVest, Medtronic, Inc. (“Medtronic”), and 26 individual and entity Additional Note Purchasers (collectively, the “Additional Note Purchasers”). Under the Note Purchase Agreement, the Company agreed to issue $15 million of Senior Subordinated Convertible Notes (the “Convertible Notes”). Interest on these Convertible Notes is payable quarterly beginning in June 2002 and accrues at a rate of 6% per year for the first six months and 8% per year thereafter until the notes are paid in full and mature on March 16, 2004. The Company issued the Convertible Notes as follows: $4.4 million to ComVest, $4 million to Medtronic and $6.6 million to the Additional Note Purchasers.

Under the Note Purchase Agreement, the Events of Default include, but are not limited to, failure to pay an obligation when due, failure to comply with obligations under the Securityholders Agreement (the “Securityholders Agreement”) or the Co-Promotion Agreement with Medtronic (as described below), breach of any covenant which remains uncured for 15 days, bankruptcy, a change

of control and failure to obtain shareholder approval of certain proposals related to the Recapitalization at the Company’s 2002 annual meeting of shareholders (the “2002 Annual Meeting”) within 195 of the closing date of the Recapitalization (March 16, 2002). On September 17, 2002, at the 2002 Annual Meeting, the Company’s shareholders approved all such proposals relating to the Recapitalization. Generally, upon an Event of Default, the holders of a majority of the aggregate principal amount of Convertible Notes outstanding may declare the unpaid principal and interest on the Notes immediately due and payable. Additionally, Medtronic may, upon a breach by HMP of its obligations (after applicable cure periods) under the Co-Promotion Agreement or a breach of covenants in the Convertible Notes held by Medtronic, declare the unpaid principal and interest on such Notes immediately due and payable.

Also, if the Company defaults under the Note Purchase Agreement, it will be in default under the Loan Agreement with LaSalle (as described below) pursuant to the cross-default provisions contained therein. At September 30, 2003, the aggregate amount of indebtedness which would be subject to acceleration under the Note Purchase Agreement, the Company’s credit facility with LaSalle (as described below) and the Junior Note (as described below), causing the same to become immediately due and payable, was approximately $17.7 million. The holders of the Convertible Notes have the right to convert in the aggregate a total of $270,000 of the Convertible Notes into shares of the Company’s common stock at a conversion price of $0.01 per share for a total of 27,000,000 shares. If this $270,000 is converted, the Company will still be obligated to repay, in the aggregate, $14,730,000 to the holders of the Convertible Notes. As of September 30, 2003, an aggregate of 19,800,000 shares of the Company’s common stock had been issued to holders of the Convertible Notes upon conversion thereof. Subsequent to September 30, 2003, the remaining 7,200,000 shares issuable under the Convertible Notes were issued.

This 27,000,000 shares also includes 3,300,000 shares of common stock which were issued to ComVest upon conversion of the Bridge Note (as described below) in the third quarter of 2002. Under the conversion terms, if the principal amount of the Additional Notes, together with all interest due, were paid in full on or before 30 days following March 16, 2002, the Closing Date for the transaction, then the maximum aggregate number of shares of common stock that all the Convertible Notes may be converted into is 22,500,000. The Additional Notes were not repaid by April 15, 2002 and have not been repaid as of the date of this report. As of September 30, 2003, there were 9,900,000 shares of common stock issued and outstanding as a result of conversion of a portion of Convertible Notes held by the Additional Note Purchasers and 9,900,000 shares of common stock outstanding as a result of conversion of a portion of Convertible Notes held by ComVest. The remaining 7,200,000 shares of common stock issuable upon conversion of Convertible Notes are held by Medtronic and were converted by Medtronic on November 12, 2003. The terms of the applicable conversion periods and conversion amounts for the Convertible Notes held by Medtronic are as follows:


		Maximum Conversion Amount
		During Applicable Period (all
		shares exercisable
Applicable Period		at $0.01 per share)*

April 16, 2002 through March 16, 2004		1.5% of $4 million

March 16, 2003 through March 16, 2004		An additional 0.3% of $4 million if the ComVest Convertible Note and the Additional Notes held by the Additional Note Purchasers have not been repaid.

* As of the date of the filing of this report, the Company had not repaid any principal under the

Additional Notes.

Subsequent to the quarter ended September 30, 2003, Medtronic exercised its right to convert $72,000 aggregate principal amount of its Convertible Notes into 7,200,000 shares of the Company’s common stock.

The Company may prepay the Convertible Notes, subject to no prepayment penalty within the first 12 months of the closing date of the Note Purchase Agreement, with a prepayment penalty of 5% between months 12 to 15, a prepayment penalty of 10% between months 15 to 24 and no prepayment penalty after 24 months.

On March 15, 2002, the Company and ComVest, as the holder of an outstanding Bank of America Note (the “BofA Note”), agreed to reduce the outstanding principal amount of the BofA Note from $40.3 million to $22 million. As a result, the Company recorded an extraordinary loss on extinguishment of debt of approximately $6.6 million during the first quarter of 2002. In exchange for funding a portion of the $22 million cash purchase price paid to Bank of America, ComVest assigned $4 million in principal amount of the BofA Note to Medtronic and $6.6 million in principal amount of the BofA Note to the Additional Note Purchasers while retaining $11.4 million in principal amount of the BofA Note itself. After such assignments, the Company issued the Convertible Notes under the Note Purchase Agreement in the aggregate principal amount of $15 million in exchange for the surrender of $15 million in principal amount of the BofA Note held by ComVest, Medtronic and the Additional Note Purchasers. The remaining $7 million in principal amount of the BofA Note was repaid with the proceeds of a Bridge Loan from ComVest (the “Bridge Loan”).

On March 15, 2002, the Company and ComVest, as the holder of the outstanding BofA Note, agreed to reduce the outstanding principal amount of the BofA Note from $40.3 million to $22 million. As a result, the Company recorded a net extraordinary loss on the early extinguishment of debt of approximately $6.6 million during the first quarter of 2002. This extraordinary loss was calculated by subtracting the fair value of the new debt of $42.6 million, which included the amount outstanding under the LaSalle Credit Facility ($7.3 million), the Convertible Notes ($33.3 million), and the BofA Junior Note ($2.0 million), from the amount outstanding under the Bank of America debt of $40.3 million. Also included in the extraordinary loss were various costs paid to ComVest, Commonwealth Associates, L.P. and LaSalle, as the lenders, to effect the Recapitalization of $4.3 million. Included as components of the additional $4.3 million of transaction expenses were the following: $570,000 in closing costs and due diligence fees paid to LaSalle; a warrant to purchase the Company’s common stock issued to LaSalle valued at approximately $695,000; approximately 2.7 million shares issued to ComVest valued at approximately $2.3 million; deferred loan costs from the original BofA debt of approximately $128,000, and $1.15 million paid to Commonwealth in closing costs and due diligence fees. Also included in the additional expenses, but offsetting these amounts are approximately $130,000 in fees and accrued interest forgiven by Bank of America and the fair value of the BofA warrant of $345,000 which was acquired and cancelled by ComVest.

The Company also incurred numerous other costs that were either expensed as incurred or capitalized as debt issuance costs. Included in selling, general, and administrative expenses for fiscal 2002 are approximately $3 million of expenses related to the Recapitalization. The primary components of those expenses are $2.4 million in stock compensation and bonuses to two of the Company’s executive officers, $168,000 in consulting fees, and $428,000 in legal and other fees. The Company capitalized approximately $1.5 million as debt issuance costs, consisting primarily of $906,000 in legal fees, $322,000 of consulting fees, and $222,000 of other miscellaneous fees paid for services rendered in connection with the Recapitalization.

Convertible Notes under the Note Purchase Agreement in the aggregate principal amount of $15 million in exchange for the surrender of $15 million in principal amount of the BofA Note held by ComVest, Medtronic and the Additional Note Purchasers. The remaining $7 million in principal amount of the BofA Note was repaid with the proceeds of a bridge loan from ComVest to the Company made on March 15, 2002 (the “Bridge Loan”).

The fair value of the Convertible Notes, which was used in the determination of the extraordinary loss on early extinguishment of debt was $33.3 million. As this value represents a substantial premium to the face value of the debt, the Company recorded the debt at its face value of $15 million, and recorded the premium of $18.3 million as an increase to additional paid-in-capital. The Company determined the fair value of the Convertible Notes by considering their two components, the non-convertible debt of $14,730,000 and the convertible debt of $270,000. The non-convertible debt component’s carrying value of $14,730,000 represents its fair value because, when considered with the convertible component, its terms yield a market rate of return. The convertible component’s fair value was determined by multiplying the fair value of the Company’s stock by the number of shares into which this component is convertible. Thus, 27,000,000 shares multiplied by $0.68940 per share equals $18,613,685. The sum of the non-convertible component’s fair value of $14,730,000 and the convertible component’s fair value of $18,613,685 equals the total debt instrument’s fair value of $33,343,685.

The Company determined the fair value of its stock in a multiple-step process. First, the Company computed its assumed fair value of $13,762,977 at the date of the transaction by multiplying outstanding shares of 16,311,676 by the then current market price per share of $0.84375, which resulted in a fair value of the Company prior to any conversion of the convertible portion of the Convertible Notes. The Company then added to this computed fair value $16,095,909, which represents the difference between the old Bank of America debt of $40,320,909 and the face value of the new debt of $24,225,000. This $16,095,909 difference was credited to additional paid-in-capital. Thus, the new fair value of the Company, prior to any conversion, is $29,858,886. The Company then assumed full conversion of the convertible portion of the notes, which resulted in an additional 27,000,000 shares becoming outstanding. After conversion, the Company would have 43,311,676 shares outstanding, which when divided into the new fair value of $29,858,886, yields a new per share market value of $0.68940.

Effective October 31, 2003, the Company entered into an agreement with Medtronic and ComVest, representing the holders of Convertible Notes, to extend the maturity date of the Convertible Notes from March 16, 2004 to July 16, 2005. The Company’s Interim Condensed Consolidated Balance Sheets for the period ending September 30, 2003 reflect this extension in maturity date of the Company’s Convertible Notes in the classification of current and long term debt.

On March 18, 2002, the Company entered into the LaSalle Credit Facility pursuant to a loan and security agreement (the “Loan Agreement”) with Standard Federal Bank National Association (“SFB”), acting by and through LaSalle, as SFB’s agent (collectively the “Lender”). Under the Loan Agreement, the Lender provided a $20 million Revolving Loan (the “Revolving Loan”) and a $2 million Term Loan (the “Term Loan”). Effective December 23, 2002, in connection with the December Amendment (as defined below), the Revolving Loan limit was reduced to $10 million. The Company used the proceeds to repay the Bridge Loan and expenses related to the Recapitalization and for working capital and general corporate purposes. Both loan facilities will bear interest at the LaSalle Bank Prime Rate plus 2%, subject to an additional 2% that would be added to the interest rate upon the occurrence of an Event of Default (as discussed below).

As collateral, the Company granted a security interest in all of the Company’s present and future assets, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located, including, but not limited to: all accounts receivable; all chattel paper, instruments, documents and general intangibles including patents, patent applications, trademarks, trademark applications, trade secrets, trade names, goodwill, copyrights, copyright applications, registrations, licenses, software,

franchises, customer lists, tax refund claims, claims against carriers and shippers, guaranty claims, contract rights, payment intangibles, security interests, security deposits, and indemnification rights; all inventory; all goods including equipment, vehicles, and fixtures; all investment property; all deposit accounts, bank accounts, deposits and cash; all letter-of-credit rights; certain commercial tort claims; all property of the Company in control of the Lender or any affiliate of the Lender; and all additions, substitutions, replacements, products, and proceeds of the aforementioned property including proceeds from insurance policies and all books and records relating to the Company’s business.

The Loan Agreement contains affirmative and negative covenants. The affirmative covenants require the Company to, among other things, maintain accurate and complete records, notify the Lender of major business changes, comply with relevant laws, maintain proper permits, conduct relevant inspections and audits, maintain adequate insurance with the Lender named as loss payee, keep collateral in good condition, use proceeds only for business purposes, pay required taxes, maintain all intellectual property, maintain a checking account with LaSalle, hire a Chief Operating Officer with experience in the medical products industry within 90 days of the date of the Loan Agreement (which has been done), grant the Lender the right to conduct appraisals of the collateral on a bi-annual basis, and deliver a survey of the property located at the Company’s offices on Northside Parkway in Atlanta within 60 days of the date of the Loan Agreement (which has been done). The negative covenants restrict the Company’s ability to, among other things, make any guarantees, incur additional indebtedness, grant liens on its assets, enter into business combinations outside the ordinary course of business, pay dividends, make certain investments or loans, allow its equipment to become a fixture to real estate or an accession to personal property, alter its lines of business, settle accounts, or make other fundamental corporate changes.

Effective December 23, 2002, the Company and the Lender amended the Loan Agreement (the “December Amendment”) to, among other things, amend certain financial maintenance covenants. These covenants, include, but are not limited to, the following:

	•		maintaining Tangible Net Worth of $7,500,000 for the quarters ending December 31, 2002, March 31, 2003, June 30, 2003 and September 30, 2003, and $8,000,000 for the quarter ending December 31, 2003 and each quarter thereafter (Tangible Net Worth is defined as the Company’s shareholders’ equity including retained earnings less the book value of all intangible assets, prepaid and non-cash items arising from the transactions contemplated by the Loan Agreement and goodwill impairment charges recorded as a result of Statement of Financial Accounting Standards (“SFAS”) No. 142 as determined solely by the Lender on a consistent basis plus the amount of any LIFO reserve plus the amount of any debt subordinated to the Lender);

	•		maintaining fixed charge coverage (ratio of EBITDA to fixed charges) of 0.15 to 1.0 for the fiscal quarter ending December 31, 2002, 0.3 to 1.0 for the fiscal quarters ending March 31, 2003, June 30, 2003 and September 30, 2003, 0.50 to 1.0 for the fiscal quarter ending December 31, 2003, 0.75 to 1.0 for the fiscal quarter ending March 31, 2004 and 1.0 to 1.0 for the fiscal quarter ending June 30, 2004 and for each fiscal quarter thereafter;

	•		maintain EBITDA, based on the immediately preceding four fiscal quarters, of $750,000 on December 31, 2002, $1,350,000 on March 31, 2003, $1,475,000 on June 30, 2003 and September 30, 2003, $2,500,000 on December 31, 2003, $3,675,000 on March 31, 2004 and $4,900,000 on June 30, 2004 and each fiscal quarter thereafter; and

	•		limit capital expenditures to no more than $1,500,000 during any fiscal year.

The December Amendment also established a $10 million revolving loan limit and provided that, commencing January 1, 2003, the Company shall pay to the Lender an annual facility fee of $100,000. As of September 30, 2003 and December 31, 2002, the Company had $3.1 million and $2.1 million, respectively, available for borrowing under the revolving portion of the Loan Agreement. As of September 30, 2003 and December 31, 2002, the Company had $1.0 million and $1.5 million, respectively, in borrowings outstanding under the Term Loan. The Company had no borrowings outstanding under the revolving loan as of September 30, 2003 and approximately $128,000 in borrowings outstanding under the revolving loan as of December 31, 2002. As of September 30, 2003, the Company believes it was in compliance with all covenants in the Loan Agreement (as amended by the December Amendment) set forth above.

The Loan Agreement also specifies certain Events of Default, including, but not limited to, failure to pay obligations when due, failure to direct its account debtors to make payments to an established lockbox, failure to make timely financial reports to the Lender, the breach by the Company or any guarantor of any obligations with any other Person (as defined in the Loan Agreement) if such breach might have a material adverse effect on the Company or such guarantor, breach of representations, warranties or covenants, loss of collateral in excess of $50,000, bankruptcy, appointment of a receiver, judgments in excess of $25,000, any attempt to levy fees or attach the collateral, defaults or revocations of any guarantees, institution of criminal proceedings against the Company or any guarantor, occurrence of a change in control, the occurrence of a Material Adverse Change or a default or an event of default under certain subordinated debt documents. Upon the occurrence of any Event of Default, the Lender may accelerate the Company’s obligations under the Loan Agreement.

The Company must repay the Revolving Loan on or before March 17, 2005, the Termination Date, unless the Loan Agreement is renewed and the repayment period is extended through a new Termination Date. The Company must repay the Term Loan in 36 equal monthly installments of $55,556 commencing April 2002. The Loan Agreement will automatically renew for one-year terms unless the Lender demands repayment on the Termination Date, the due date is accelerated as a result of an Event of Default, the Company gives 90-days notice of its intent to terminate and pays all amounts due in full, or the Lender elects to terminate on or after February 1, 2004 as a result of a Termination Event. A Termination Event is defined as the failure of Medtronic, ComVest or any Additional Note Purchaser to extend the maturity date (March 15, 2004) of the Convertible Notes at least thirty days past the date of the original term (March 17, 2005) or any applicable renewal term. Effective October 31, 2003, the Company, ComVest and Medtronic agreed to extend the maturity date of the Convertible Notes to July 16, 2005.

Pursuant to the LaSalle credit facility, the Company also issued to LaSalle and SFB warrants to purchase up to an aggregate of 748,619 shares of common stock at an exercise price of $.01 per share. The Company recorded the estimated fair value of the warrant as of March 18, 2002 of approximately $695,000, determined using the Black-Scholes model (using weighted average assumptions as follows: dividend yield of 0%, expected life of 3 years, expected volatility of 112.2% and a risk free interest rate of 2.43%) as a reduction of the gain on early extinguishment of debt.

The Junior Note in the amount of $2 million bears interest at a rate of 6% per annum, payable monthly beginning April 2002, and matures on March 15, 2007. Beginning on May 1, 2003, a principal payment on the Junior Note of $22,500 is payable on the first day of each month until maturity of the Junior Note.

On September 3, 2002, the Company sold Stepic Corporation (“Stepic”), the Company’s distribution business, to Arrow International, Inc. (“Arrow”) for approximately $12.6 million, consisting of $11 million in cash, $1.1 million placed in escrow and a note receivable in the amount of $500,000. In

addition, the Company retained assets of approximately $1.1 million in the transaction. The Company used $7.8 million of the proceeds to pay off the amount then outstanding under its Revolving Loan from LaSalle. The Company was paid $1,051,317 plus interest of $904 out of escrow. In addition, under the terms of the note receivable, the Company was paid $500,000 plus interest of $9,863 as payment in full.

In the fourth quarter of 2002, the Company’s management and Executive Committee delivered to each of ComVest and Medtronic an operating plan and budget (including working capital needs) reflecting its business following the sale of Stepic and a proposal for the use of proceeds from the sale of Stepic. This operating plan and budget, together with the use of proceeds, was approved by ComVest and Medtronic and was subsequently ratified by the Company’s board of directors as required under the Note Purchase Agreement. In connection with this sale, the Company received the consent of LaSalle and the requisite noteholders under the Note Purchase Agreement. (See Note 7 to these interim condensed consolidated financial statements contained herein for further discussion on the sale of Stepic).

As a result of the Recapitalization, the BofA Credit Facility, the Forbearance Agreement with Bank of America, and all subsequent amendments were terminated. However, because those agreements were significant to the capitalization of the Company prior to the Recapitalization, the terms of those agreements are briefly summarized as follows:

On March 30, 2001, the Company entered into a Forbearance Agreement and a First Amendment to the Forbearance Agreement wherein Bank of America agreed to forbear from exercising its rights and remedies under the BofA Credit Facility due to certain defaults. The Company was in default at that time for violating certain restrictive covenants and for failing to make principal payments when due. All of the defaults were forborne as provided for in the Forbearance Agreement, and revised restrictive covenants were set. By September 30, 2001, the Company was in default under the Forbearance Agreement for failing to comply with some of the revised covenants, including minimum net worth, debt service coverage, leverage and minimum EBITDA.

On October 15, 2001, the Company entered into the Second Amendment to the Forbearance Agreement (the “Second Amendment”). The Second Amendment amended the Forbearance Agreement as follows: (i) changed the termination date of the Forbearance Agreement from March 31, 2002 to January 15, 2002 (the period from March 30, 2001 through January 15, 2002 being defined as the “Forbearance Period”); (ii) required the Company to maintain a general operating account with Bank of America and restricted the use of funds in an calendar month to payments equal to or less than a monthly budget submitted to Bank of America; (iii) required the Company to pay any accrued or unpaid interest (but not principal) on the B of A Note on the first day of each month and allow interest to continue to accrue at the Bank of America Prime Rate plus two and one-half percent (2.5%) per annum; and (iv) required the Company to furnish Bank of America with certain financial reports.

The Second Amendment also amended the “Termination Events” as defined in the Forbearance Agreement to include the following: (i) the Company fails to execute and deliver or to cause the Company’s CEO, Marshall B. Hunt and Hunt LLLP to execute and deliver within 10 days from the effective date of the Second Amendment a pledge to Bank of America of all the stock owned by Hunt and documentation to amend the current Pledge Agreement between Hunt, Hunt LLLP and the Company. The pledge documents will be held in escrow and will be released only in the event that Hunt interferes with the daily operations of the Company determinable at the Bank of America’s discretion at any point prior to January 1, 2005; (ii) the Company fails to engage and hire within five days from the effective date of the Second Amendment competent crisis and turn around management and a new Chief Executive Officer who shall report directly to the independent members of the Company’s Board of Directors; (iii) the Company fails to provide Bank of America within five days from the effective date of the Second Amendment a copy of resolutions confirming Hunt’s resignation as an officer and director of the

Company and that no further salary or bonuses shall be paid to Hunt; (iv) the Company fails to make efforts to refinance the amounts outstanding under the BofA Credit Facility and fails to provide weekly status reports; (v) on or before December 15, 2001, the Company fails to provide Bank of America evidence that the Company has engaged an investment banking firm to begin marketing the sale of the assets of the Company if the amounts outstanding under the BofA Credit Facility are not paid off by the Termination Date; or (vi) the Company fails to execute and deliver to Bank of America within 24 hours of Bank of America’s request a consent order consenting to the appointment of a receiver in the event of a Termination Event, as defined.

In addition, the Second Amendment reduced the Working Capital Sublimit to $5,000,000 and limited the Working Capital Loan to the smaller of the Working Capital Sublimit or an amount equal to the Borrowing Base, as defined in the BofA Credit Facility. The Second Amendment also amended several of the financial covenants previously contained in the Forbearance Agreement.

The Forbearance Agreement provided for the payment of Excess Cash Flow, as defined in the BofA Credit Facility, on the ninetieth day following the last day of each fiscal year. There was no Excess Cash Flow payment required for fiscal year 2001. In addition, the Forbearance Agreement required an additional principal payment in the amount of the greater of $150,000 or the gross proceeds payable to the Company in connection with the Company’s sale of the Ideas for Medicine business (“IFM”) (see Note 14 of the Company’s consolidated financial statements contained in the Form 10-K).

The Forbearance Agreement further required payments of $300,000 each on a short-term bridge loan (the “BofA Bridge Loan”) on May 31, 2001, August 31, 2001, and November 30, 2001. The proceeds of the BofA Bridge Loan were used to fund a short-term bridge loan to the Company’s chief executive officer (the “CEO”), Marshall B. Hunt (the “Shareholder Bridge Loan”). All of the installments under the BofA Bridge Loan and the Shareholder Bridge Loan were paid.

The Forbearance Agreement also provided for a forbearance and restructuring fee of $10,000 plus related expenses and interest at the rate then in effect plus 6% upon a Termination Event, as defined in the Forbearance Agreement.

As permitted under the BofA Credit Facility and BofA Bridge Loan documents, Bank of America instituted a sweep arrangement whereby funds collected in the Company’s lockbox accounts were swept periodically into a Bank of America account and applied against the outstanding loan under the BofA Credit Facility. The financial institutions which held such accounts were notified by Bank of America that such lockbox arrangements had been instituted, and the Company’s right to withdraw, transfer or pay funds from the accounts had been terminated. The Company periodically applied to receive additional loans under the Working Capital Loans under the BofA Credit Facility to the extent such loan had been paid down under the lockbox arrangement.

In connection with the Forbearance Agreement, the Company issued a warrant to Bank of America to acquire 435,157 shares of the Company’s common stock for $.05 per share. The warrant was exercisable by Bank of America during a three-year period without regard to the status of the BofA Credit Facility or the BofA Bridge Loan. The Company recorded the estimated fair value of the warrant as of December 31, 2001 of $260,000, determined using the Black-Scholes Model (using weighted average assumptions as follows: dividend yield of 0%, expected life of five years, expected volatility of 107.6% and a risk free interest rate of 4.44%) as a deferred cost and amortized the deferred cost over the Forbearance Period. As with the BofA Credit Facility and other related agreements, the warrant was cancelled pursuant to the Recapitalization.

The Forbearance Agreement also required the Company to hire on or before June 30, 2001 a new

chief operating officer, restricted the repayment of principal debt to junior lien holders, and to either (i) sell the assets of IFM or (ii) obtain an agreement from the seller of the IFM product line to defer all payments under the related promissory note (see below) through the Termination Date (see Note 14 of the Company’s consolidated financial statements included in the Form 10-K). The Company hired a Chief Operating Officer in April 2001 who was terminated in June 2001, and the Company did not hire a replacement. The Company sold the assets of the IFM product line as of March 30, 2001 (see Note 14 of the Company’s consolidated financial statements included in the Form 10-K).

On December 15, 2001, the Company entered into a Third Amendment to the Forbearance Agreement under which Bank of America consented to the increase in payments of $8,000 per month to certain former shareholders of Stepic (see Note 6 of the Company’s consolidated financial statements included in the Form 10-K).

In January 2002, the Company entered into a Fourth Amendment to the Forbearance Agreement with Bank of America, pursuant to which Bank of America agreed to extend the Forbearance Period until March 15, 2002 (the “Expiration Date”) in order for the Company to consider its strategic alternatives. On March 15, 2002, the BofA Credit Facility was assigned from Bank of America to ComVest. On March 16, 2002, the Company issued the Convertible Notes in an aggregate amount of $15 million to ComVest, Medtronic and the Additional Note Purchasers. On March 18, 2002, the Company entered into the LaSalle credit facility.

As of December 31, 2001, $3,465,874 was outstanding under the Working Capital Loans, and $36,518,039, was outstanding under the Acquisition Loans, each as defined in the BofA Credit Facility. No funds were available for borrowing under the BofA Credit Facility as of December 31, 2001, except as may be available under the sweep arrangement described below. In addition, the Company had an outstanding standby letter of credit of $144,000 as of December 31, 2001. The letter of credit, which had terms through January 2002, collateralized the Company’s obligations to a third party in connection with an acquisition (see Note 12 of the Company’s consolidated financial statements included in the Form 10-K).

Effective March 30, 2001, through the Termination Date of the Forbearance Agreement, the BofA Credit Facility bore interest at the Bank of America prime rate plus 2.5% per annum. As of December 31, 2001, the Company’s interest rate on the BofA Credit Facility was approximately 7.25%.

The BofA Credit Facility called for an unused commitment fee payable quarterly, in arrears, at a rate of .375% per annum, as well as a letter of credit fee payable quarterly, in arrears, at a rate of 2% per annum. Both fees were based on a defined calculation in the agreement. In addition, the BofA Credit Facility required an administrative fee in the amount of $30,000 to be paid annually.

The Company’s obligations under the BofA Credit Facility were collateralized by liens on substantially all of the Company’s assets, including inventory, accounts receivable and general intangibles as well as a pledge of the stock of the Company’s subsidiaries. The Company’s obligations under the BofA Credit Facility were also guaranteed individually by each of the Company’s subsidiaries (the “Guarantees”). The obligations of such subsidiaries under the Guarantees were collateralized by liens on substantially all of their respective assets, including inventory, accounts receivable and general intangibles. The Company’s obligation under the Bridge Loan was collateralized by the pledge of 2,813,943 shares of the Company’s common stock beneficially owned by the CEO and an affiliate, and by the collateral previously pledged by the Company to Bank of America under the BofA Credit Facility.

5. Related-Party Transactions

In connection with the Recapitalization in March 2002, the Company entered into an expense guaranty with the CEO under which he received 150,000 shares of the Company’s common stock in exchange for agreeing to reimburse ComVest for up to a maximum of $400,000 of its transaction expenses in the event that the Recapitalization was not consummated. The value of these shares of common stock was $130,500 on the date of issuance. Also, pursuant to an advance note, the CEO received 75,000 shares of the Company’s common stock in exchange for advancing to the Company $17,500 in transaction expenses associated with the Recapitalization. The value of these shares of common stock was $62,250 on the date of issuance.

The Company had unsecured loans to the CEO, the President of the Company, and a former Vice Chairman of the Board of the Company in the form of notes receivable. The notes require annual payments of interest at 8% beginning on September 28, 1997 and were amended in September 2001 to extend the maturity date from 2000 to December 31, 2002. The notes and related accrued interest were recorded as contra-equity in the consolidated balance sheets. In March 2002, approximately $342,000 was paid to the Company by the CEO and the President in full settlement of their outstanding balances, which included accrued interest. During the third quarter of 2003, the notes that are payable by the former Vice Chairman of the Board were amended to provide for payment by the former Vice Chairman of the Board of principal and interest outstanding under the notes in 12 equal monthly installments, commencing on July 15, 2003. The loans payable by the former Vice Chairman of the Board remain outstanding in the principal amount of $85,300, plus accrued interest receivable of $43,663 as of September 30, 2003.

As discussed in Note 6, on June 6, 2000, the Company obtained the BofA Bridge Loan in the principal amount of $900,000, which was used to fund the Shareholder Bridge Loan to the Company’s CEO. The CEO’s obligations under the Shareholder Bridge Loan were collateralized by the pledge of 2,813,943 shares of the Company’s common stock owned beneficially by the CEO. The Company’s obligations under the BofA Bridge Loan were collateralized by the pledge of the CEO’s shares to BofA and by the collateral previously pledged by the Company to BofA under the Company’s then-existing credit facility with BofA. The Shareholder Bridge Loan required interest at either the Index Rate or adjusted LIBOR, as defined in the Shareholder Bridge Loan, plus 4.5% as elected by the CEO. As of December 31, 2000, the interest rate was based on the Index Rate with a resulting rate of approximately 11.32%. The Shareholder Bridge Loan and related accrued interest were recorded as contra-equity in the consolidated balance sheets and were due on August 30, 2000 but not paid. As a result, the Company was unable to pay the amount due under the BofA Bridge Loan, thereby causing the Company to default under the BofA Bridge Loan and the BofA Credit Facility (see Note 6 to these interim condensed consolidated financial statements contained herein). During 2001, the CEO paid the Shareholder Bridge Loan obligation of $900,000 as described in Note 6. The accrued interest of $109,303 under the Shareholder Bridge Loan was paid to the Company by the CEO in June 2002.

During 2002, Tunstall Consulting, Inc., an affiliate of Gordon Tunstall, a director of the Company, provided consulting services to the Company with respect to financial and certain related matters, including the Recapitalization. In the nine months ended September 30, 2002, the Company incurred fees of $318,185 to Tunstall Consulting for consulting services rendered to the Company in connection with the Recapitalization. The Company incurred approximately $66,000 in fees to Tunstall Consulting for services related to the extension of the maturity date of the Company’s Convertible Notes as described in Note 4, above, in the nine months ended September 30, 2003. The fees will be amortized over the life of the extension of the maturity date of the Company’s Convertible Notes. The amortization is included in Note 8.

See Note 11 of the Company’s consolidated financial statements included in the Form 10-K for a description of the Company’s other related party transactions.

6. Commitments and Contingencies

The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. In the opinion of management, the amount of ultimate liability with respect to these actions will not materially affect the consolidated financial position, results of operations, or cash flows of the Company.

The Company is subject to numerous federal, state and local environmental laws and regulations. Management believes that the Company is in material compliance with such laws and regulations and that potential environmental liabilities, if any, are not material to the consolidated financial statements.

The Company is party to license agreements with an individual (the “Licensor”) for the right to manufacture and sell dual lumen fistula needles, dual lumen over-the-needle catheters, dual lumen chronic and acute catheters, and other products covered by the Licensor’s patents or derived from the Licensor’s confidential information. Payments under the agreement vary, depending upon the purchaser, and range from 9% to 15% of the Company’s net sales of such licensed products. Such payments shall continue until the expiration date of each corresponding licensed patent right covering each product under the agreement.

The Company has entered into various distribution agreements under which the Company has guaranteed certain gross margin percentages to its distributors. As a result of these guarantees, the Company has accrued approximately $20,965 and $282,000 as of September 30, 2003 and December 31, 2002, respectively, related to amounts to be rebated to the various distributors. The Company has reduced the number of distributors to which these rebates are due, which resulted in a lower accrual amount as of September 30, 2003.

The Company is party to numerous agreements which contain certain provisions regarding change in control, as defined by the agreements, or the acquisition of the Company by a third party. These provisions could result in additional payments being required by the Company should these events, as defined, occur.

In November 2002, the Company was served with a complaint filed in the United States District Court for the Northern District of Georgia by Chepstow Limited (“Chepstow”) against the Company, its Chief Executive Officer, Marshall B. Hunt, its President, William E. Peterson, Jr., and members of Mr. Hunt’s family and a family limited partnership established by Mr. Hunt and his wife. Chepstow alleged that it had a judgment on a promissory note against Mr. Hunt, that it is engaging in post-judgment collection efforts, and that the defendant parties in this action had engaged with Mr. Hunt in fraudulent conveyances of Mr. Hunt’s assets. Specifically, with respect to the Company, Chepstow alleged that, in March 2002, Mr. Hunt transferred 225,000 shares of the Company’s common stock to his family limited partnership, that such transfer was a fraudulent conveyance under Georgia law, that the Company assisted in such transfer, and that the Company engaged in an unlawful conspiracy to hinder, delay or defraud Chepstow as Mr. Hunt’s creditor. Chepstow sought to void such transfers and injunctive relief, compensatory damages, and punitive damages from the defendants, including the Company. The Company filed a motion to dismiss the action against the Company. In July 2003, the court granted the Company’s motion to dismiss and dismissed the lawsuit against all parties. In August 2003, plaintiff filed a Notice of Appeal with respect to the court’s dismissal and the Company has filed its brief in connection with such appeal.

Pursuant to the terms of the Note Purchase Agreement, the holders of the Convertible Notes have the right to convert in the aggregate a total of $270,000 of the Convertible Notes into shares of the Company’s common stock at a conversion price of $0.01 per share for a total of 27,000,000 shares, subject to a downward adjustment (see Note 4 to these interim condensed consolidated financial statements). As of September 30, 2003 and December 31, 2002, respectively, there were 9,900,000 and

8,250,000 shares outstanding as a result of conversions by the Additional Note Purchasers and 9,900,000 and 8,800,000 shares outstanding as a result of conversions by ComVest.

As described in Note 4 to the interim condensed consolidated financial statements contained herein, the Loan Agreement sets forth certain Events of Default, the occurrence of which would allow the Lender to accelerate the Company’s obligations under the Loan Agreement (see Note 4 to these interim condensed consolidated financial statements).

On March 15, 2002, the Company entered into a Co-Promotion Agreement with Medtronic under which the Company will promote and provide technical advice for Medtronic’s implantable drug delivery systems which are used for the treatment of hepatic arterial infusion and malignant pain. If the Company breaches or fails to comply with its obligations under the Co-Promotion Agreement (after giving effect to any applicable cure periods), then Medtronic or 51% of the holders of the aggregate principal amount of the Convertible Notes may accelerate the due date for payment of the Convertible Notes (see Note 4 to these interim condensed consolidated financial statements).

On April 15, 2003, the Company entered into the Second Amendment (the “Amendment”) to Co-Promotion Agreement with Medtronic, and on April 17, 2003, the Company entered into the Exclusive Distributor Agreement with Medtronic (“Distributor Agreement”). Under the Distributor Agreement, the Company became the exclusive distributor commencing June 1, 2003 in the United States for Medtronic’s IsoMed(R) constant flow infusion system for the delivery of chemotherapy agents for use in hepatic arterial infusion therapy for patients with colorectal liver cancer. The term of the Distributor Agreement is for three years through May 31, 2006 with two renewal terms of one year each unless either party terminates the relationship prior to the commencement of either renewal term. Under the Amendment, the IsoMed(R) infusion system was removed from the Co-Promotion Agreement (leaving the Medtronic SynchroMed(R) infusion system for the treatment of malignant pain as the only product under the Co-Promotion Agreement) and the compensation structure in the Co-Promotion Agreement was modified.

7. Sale of Distribution Segment

On September 3, 2002, the Company sold Stepic to Arrow International, Inc. (“Arrow”) for approximately $12.6 million, consisting of $11 million in cash, $1.1 million placed in escrow and a note receivable in the amount of $500,000. In addition, the Company retained assets of approximately $1.1 million in the transaction.

Approximately $7.8 million of the cash proceeds of the Stepic sale were used to pay down all amounts outstanding at closing under the Company’s revolving senior credit facility with the Lender. The Company has used a portion of the remaining proceeds for working capital purposes. Additionally, as required pursuant to a letter agreement among the Company, ComVest and Medtronic, in the fourth quarter of 2002, the Company’s management and Executive Committee delivered to each of ComVest and Medtronic an operating plan and budget (including working capital needs) reflecting its business following the sale of Stepic and a proposal for the use of proceeds from the sale of Stepic. This operating plan and budget, together with the use of proceeds, was approved by ComVest and Medtronic and was subsequently ratified by the Company’s board of directors. In connection with this sale, the Company received the consent of LaSalle and the requisite noteholders under the Note Purchase Agreement (see Note 15 of the notes to the Company’s audited consolidated financial statements contained in the Company’s Form 10-K for further discussion on the sale of Stepic).

entered into in connection with the Stepic sale. Finally, Arrow issued to the Company a promissory note in the principal amount of $500,000, which bore interest at an annual rate of 5%. Pursuant to the terms of this note, $250,000 plus interest of $3,664 was paid to the Company on December 19, 2002 and the balance of $250,000 plus interest of $6,199 and was paid to the Company on March 3, 2003.

Net sales and income from the discontinued operations of the distribution reporting unit for the three and nine months ended September 30, 2002 are as follows:


		Three Months Ended		Nine Months Ended
		September 30, 2002		September 30, 2002

Net Sales		$	5,961,852		$	21,987,450
Income from discontinued
	operations	$	3,828,854		$	4,290,394

The major classes of assets and liabilities disposed of were as follows at September 3, 2002:


Accounts, receivable, net	$	6,602,504
Inventory	$	9,117,434
Prepaid expenses and other assets	$	1,100,030
Property and equipment, net	$	115,628
Intangibles, net	$	25,703
Accounts payable	$	7,518,071
Accrued expenses and other liabilities	$	336,823

Goodwill of $16.1 million for the Stepic distribution segment was written off in the nine months ended September 30, 2002 as part of the Company’s adoption of SFAS No. 142 (see Notes 1 and 8 to these interim condensed consolidated financial statements contained herein).

8. Goodwill and Other Intangible Assets

The Company adopted SFAS No. 142 effective January 1, 2002. SFAS No. 142 requires that: (1) goodwill and indefinite lived intangible assets will no longer be amortized; (2) goodwill will be tested for impairment at least annually at the reporting unit level; (3) intangible assets deemed to have an indefinite life will be tested for impairment at least annually; and (4) the amortization period of intangible assets with finite lives will no longer be limited to forty years. Upon the adoption of SFAS No. 142, the Company recorded an impairment loss of $16.1 million with respect to its distribution business.

A summary of the Company’s intangible assets as of September 30, 2003 is as follows:

Indefinite lived intangible assets:


Goodwill			$15,650,356

Finite lived intangible assets as of September 30, 2003, subject to amortization expense, are comprised of the following:


		Gross Carrying		Accumulated
		Amount		Amortization			Net

Patents		$	8,218,000	$	(3,322,859	)	$	4,895,141
Non-compete and consulting agreements			2,308,727		(2,194,000	)		114,727
Debt issuance costs			1,720,162		(1,209,325	)		510,837
Other			212,702		(85,394	)		127,308

	Total	$	12,459,591	$	(6,811,578	)	$	5,648,013

Amortization expense for finite lived intangible assets was $346,509 and $1,070,175 for the three and nine months ended September 30, 2003. The expected amortization expense for each of the five succeeding fiscal years ended December 31 is as follows:


Remaining 2003			$	335,670
		2004		1,089,833
		2005		676,748
		2006		599,724
		2007		599,724
		2008		569,159
	Thereafter			1,777,155

			$	5,648,013

The changes in the net carrying amount of the Company’s goodwill for the nine months ended September 30, 2003 are as follows:


	Manufacturing		Distribution
	Segment		Segment			Total

Balance as of January 1, 2002	$	15,650,356	$	16,101,903		$	31,752,259
Impairment losses		—		(16,101,903	)		(16,101,903	)

Balance as of June 30, 2002	$	15,650,356	$	—		$	15,650,356

During the nine months ended September 30, 2003, the Company acquired a portion of the business of one of its former independent distributors, which consisted of inventory, a non-compete agreement and a customer list in the amounts of $56,245, $143,135 and $143,134, respectively, and ended its relationship with the distributor. As discussed in Note 5, during the three months ended September 30, 2003, the Company incurred approximately $66,000 in fees to Tunstall Consulting for services related to the extension of the maturity date of the Company’s Convertible Notes, which will be amortized over the life of the extension of the maturity date. Approximately $4,000 in additional professional fees were incurred for services related to this extension and will also be amortized over the life of the extension of the maturity date.

9. Shareholders’ Equity

As described in Notes 3, 4 & 6, as a result of the conversion of a portion of the Convertible Notes, Common Stock increased by $2,750 and Additional Paid in Capital increased by $24,750 during the nine months ended September 30, 2003. The exercise of stock options added $43 and $25,229 to Common Stock and Additional Paid in Capital, respectively. The repayment of Notes Receivable by a former Vice Chairman of the Board, as discussed in Note 5, reduced the Shareholder Note receivable in the equity section, by $41,868 during the nine months ended September 30, 2003.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Critical Accounting Policies

For a discussion of critical accounting policies utilized by the Company, see the Form 10-K. Since the date of the Form 10-K, there has been no material change in the Company’s critical accounting policies.

Results of Operations

Third Quarter of 2003 Compared to Third Quarter of 2002

Net Sales. Net sales increased 42% to $7.5 million for the third quarter of 2003 from $5.3 million for the third quarter of 2002. This increase is primarily attributable to continued growth in new product sales into the oncology market by the Company’s direct sales organization. New products include the LifeGuard™ Huber Safety Needle, Medtronic’s IsoMed ®Hepatic Arterial Infusion (HAI) product line and the new LifeValve® Platinum CVC. The recently released LifeJet™ F-16 hemodialysis catheter also has contributed to the sales growth.

Gross Profit. Gross profit increased to $4.5 million, or 60% of net sales, for the third quarter of 2003 from $3.25 million, or 61% of net sales, for the third quarter of 2002. The increase in gross profit can be attributed to the increased sales and increased manufacturing efficiencies, while the change in product mix caused the gross profit margin percentage to decrease in the third quarter of 2003.

Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) increased to approximately $3.9 million for the third quarter of 2003 compared with $3.4 million for the third quarter of 2002. This increase is attributable to higher research and development costs and to costs associated with the Company’s direct sales expansion program. These increases were offset by Recapitalization-related expenses of approximately $200,000 incurred in the third quarter of 2002 which were not recurring in 2003. However, SG&A as a percentage of net sales decreased to 51% for the third quarter of 2003 from 64% for the third quarter of 2002 due to the non-recurring Recapitalization-related expenses and a continued focus on expense control.

Interest Expense. Interest expense, net of interest income, decreased by $134,275 from $723,605 for the third quarter of 2002 to $589,330 for the third quarter of 2003. This decrease is the result of lower debt outstanding and lower deferred loan costs.

Discontinued Operations. Income from operations of the Company’s discontinued distribution segment (Stepic) was $3.8 million for the third quarter of 2002. The Company sold Stepic on September 3, 2002.

Income Taxes. While the Company reported net income for GAAP purposes for the three months ended September 30, 2003, the Company expects to have a taxable loss for the year. Accordingly, no provision for income taxes is necessary as of September 30, 2003. As a result of the conversion to common stock of debt issued in the Recapitalization in 2002, the Company may have had a change in control for income tax purposes. Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), restricts the utilization of net operating loss (“NOL”) carryforwards and the benefit of certain

built in losses when there has been a change in control as defined in the Code. The Company’s NOL is subject to this restriction. Management is in the process of determining whether the conversion triggered a change in control, and additionally, is calculating the tax implications of the potential change of control.

Goodwill Impairment Loss. Upon the adoption of SFAS No. 142 on January 1, 2002, the Company recognized an impairment loss of approximately $16.1 million related to its distribution reporting unit. The Company has identified two reporting units, the aforementioned manufacturing unit and the distribution unit. These reporting units are consistent with the Company’s previously identified reportable segments under SFAS No. 131. In applying the transitional impairment model prescribed by SFAS 142, the Company used a discounted cash flow model to determine the fair value of the net assets of each of the Company’s reporting units. Significant assumptions utilized in the model were revenue growth rates, gross margin percentages, depreciation and amortization, capital expenditures, working capital requirements, and the appropriate discount rate. The fair value of the Company’s distribution reporting unit’s net assets were less than the carrying value of those net assets; thus, the Company proceeded to step 2 of the SFAS No. 142 impairment model, whereby the Company allocated that fair value to the reporting unit’s tangible and intangible net assets. The Company utilized various methods to determine the fair value of the distribution unit’s identifiable intangible assets, including discounted cash flows, royalty savings method, and the cost approach. Significant assumptions used in valuing these intangible assets included price premiums, expected effective tax rates, the discount rate, remaining useful lives of intangible assets, royalty rates, and residual values. A comparison of the implied fair value of goodwill, calculated from the allocation of fair value described above, to the carrying net book value of goodwill at January 1, 2002 yielded the impairment charge described above. The Company applied the same methodology to its manufacturing unit and concluded that the goodwill associated with that reporting unit was not impaired.

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30, 2002

Net Sales. Net sales increased $4.4 million, or 27%, to $20.3 million for the nine months ended September 30, 2003 from $15.9 million for the nine months ended September 30, 2002. This increase is primarily attributable to continued growth in sales from new products introduced in the second half of 2002, the recent introduction of new products including the LifeValve® Platinum CVC and recently released LifeJet™ F-16 hemodialysis catheter, combined with the addition of Medtronic’s IsoMed® HAI product line in June 2003. In addition, there was overall sales growth resulting from the Company’s direct sales expansion program implemented in late 2002 in which a larger portion of the Company’s sales is derived from its direct sales force, as compared to the past, which featured a larger mix of distributors and direct sales representatives.

Gross Profit. Gross profit increased 34% to $12 million for the nine months ended September 30, 2003 from $9 million for the nine months ended September 30, 2002. Gross margin percentage increased to 60% in the nine months ended September 30, 2003 from 57% in the nine months ended September 30, 2002. The increase in gross profit percentage is the result of increased manufacturing efficiencies and the increase in net sales derived from the Company’s direct sales force versus the mix of distributor sales in the previous year.

Selling, General and Administrative Expenses. SG&A expenses decreased approximately $1.2 million to approximately $11.2 million for the nine months ended September 30, 2003 compared with $12.5 million for the nine months ended September 30, 2002. This decrease is attributable to approximately $3.0 million of Recapitalization-related expenses incurred in 2002, which were not recurring in 2003. Exclusive of Recapitalization-related expenses, SG&A increased approximately $1.7 million for the nine months ended September 30, 2003 compared to the nine months ended September 30,

2002. The increase in SG&A was attributable to increased research and development expenses and increased costs associated with the direct sales expansion program implemented in late 2002.

SG&A expenses decreased as a percentage of net sales to 55% for the nine months ended September 30, 2003 from 79% for the nine months ended September 30, 2002. This decrease is due to the Recapitalization-related expenses incurred in the nine months ended September 30, 2002. Exclusive of these Recapitalization-related expenses, SG&A decreased to 55% of net sales for the nine months ended September 30, 2003 from 60% of net sales for the nine months ended September 30, 2002. This decrease is due to the continued focus on expense control throughout 2003 combined with the economies associated with increased sales over a stable support base.

Discontinued Operations. Income from operations of the Company’s discontinued distribution segment (Stepic) was $4.3 million for the nine months ended September 30, 2002. The Company sold Stepic on September 3, 2002.

Interest Expense. Interest expense, net of interest income, decreased to approximately $1.8 million in the nine months ended September 30, 2003 compared to approximately $2.1 million in the nine months ended September 30, 2002. The decreased for the nine months ended September 30, 2003 is due primarily to lower outstanding debt.

Income Taxes. The Company generated an income tax loss during the first nine months of 2003, which was reduced by a valuation allowance on the Company’s deferred tax assets. The Company’s taxable income generated as a result of the extinguishment of the BofA Credit Facility pursuant to the Recapitalization in the first nine months of 2002 was fully offset by a net operating loss carryforward upon which a valuation allowance had previously been established in 2001. As a result of the conversion to common stock of debt issued in the Recapitalization, the Company may have had a change in control for income tax purposes. Section 382 of the Code restricts the utilization of NOL carryforwards and the benefit of certain built in losses when there has been a change in control as defined in the tax code. The Company’s NOL and the majority of the tax loss for the first nine months of 2003 are subject to this restriction. Management is in the process of determining whether the conversion triggered a change in control, and additionally, is calculating the tax implications of the potential change of control.

Extraordinary Loss. The Company recorded an extraordinary loss of approximately $6.6 million on the extinguishment of its BofA debt as a result of the Recapitalization transaction during the nine months ended September 30, 2002. The Company did not report an extraordinary loss during the nine months ended September 30, 2003.

Goodwill Impairment Loss. Upon the adoption of SFAS No. 142 on January 1, 2002, the Company recognized an impairment loss of approximately $16.1 million related to its distribution reporting unit. The Company has identified two reporting units, the aforementioned manufacturing unit and the distribution unit. These reporting units are consistent with the Company’s previously identified reportable segments under SFAS No. 131. In applying the transitional impairment model prescribed by SFAS 142, the Company used a discounted cash flow model to determine the fair value of the net assets of each of the Company’s reporting units. Significant assumptions utilized in the model were revenue growth rates, gross margin percentages, depreciation and amortization, capital expenditures, working capital requirements, and the appropriate discount rate. The fair value of the Company’s distribution reporting unit’s net assets were less than the carrying value of those net assets; thus, the Company proceeded to step 2 of the SFAS No. 142 impairment model, whereby the Company allocated that fair

value to the reporting unit’s tangible and intangible net assets. The Company utilized various methods to determine the fair value of the distribution unit’s identifiable intangible assets, including discounted cash flows, royalty savings method, and the cost approach. Significant assumptions used in valuing these intangible assets included price premiums, expected effective tax rates, the discount rate, remaining useful lives of intangible assets, royalty rates, and residual values. A comparison of the implied fair value of goodwill, calculated from the allocation of fair value described above, to the carrying net book value of goodwill at January 1, 2002 yielded the impairment charge described above. The Company applied the same methodology to its manufacturing unit and concluded that the goodwill associated with that reporting unit was not impaired.

Liquidity and Capital Resources

The Company’s principal capital requirements are to fund working capital requirements and capital expenditures for its existing facility. Historically, the Company has used cash generated by operations, bank financing and, in 1998, proceeds from its initial public equity offering to fund its capital requirements. Additionally, the Company requires capital to finance accounts receivable and inventory. The Company’s working capital requirements vary from period to period depending on its production volume, the timing of shipments and the payment terms offered to its customers.

Net cash used in operating activities was $396,786 for the nine months ended September 30, 2003 compared with $2.6 million for the nine months ended September 30, 2002. The decrease in cash used in operations during 2003 compared to 2002 was primarily attributable to the Recapitalization-related transaction expenses paid in 2002, which were offset by increases in accounts receivable and decreases in accounts payable.

Net cash used in investing activities was $435,544 for the nine months ended September 30, 2003, as compared to cash provided by investing activities of approximately $11.1 million for the nine months ended September 30, 2002. Cash used in investing activities in 2003 consisted of capital expenditures and acquisition of intangibles assets as a result of the Company’s acquisition of a portion of the business of one of its former independent distributors. The decrease in cash provided by investing activities during 2003 compared to 2002 was attributable to 2002 proceeds from the disposition of distribution segment and from proceeds from shareholders note receivables.

Net cash used in financing activities was $884,529 for the nine months ended September 30, 2003 compared to net cash used in financing activities of approximately $7.3 million for the nine months ended September 30, 2002. Financing activities in 2003 consisted primarily of principal payments of long-term debt. Financing activities in 2002 substantially consisted of debt issuance costs paid as part of the Recapitalization of approximately $1.5 million as well as net proceeds from the issuance of long-term debt and payment of debt on the Company’s BofA Credit Facility, both pursuant to the Recapitalization. The decrease in cash used in financing activities during 2003 compared to 2002 was attributable to the Recapitalization.

On March 1, 2002, the Company entered into certain agreements with ComVest Venture Partners, L.P. (“ComVest”), an affiliate of Commonwealth Associates L.P. (“Commonwealth”) to recapitalize the Company (the “Recapitalization”). The Company completed the Recapitalization on March 16, 2002 and the Forbearance Agreement between the Company and Bank of America, N.A. (“Bank of America” or “BofA”) dated March 30, 2001, as subsequently amended (the “Forbearance Agreement”), was terminated as of March 15, 2002. The Forbearance Agreement is described below.

The following is a summary of the key provisions of the Recapitalization:

On March 19, 2002, the Company completed an arrangement with ComVest, LaSalle Business Credit, Inc. (“LaSalle”), and Medtronic Inc. (“Medtronic”) to recapitalize the Company by extinguishing all of the Company’s senior debt and warrants held by Bank of America and substantially reducing the Company’s total outstanding debt. Pursuant to the Recapitalization, the Company issued the Convertible Notes in the amount of $15 million to ComVest, Medtronic and other investors, assumed a $2 million Junior Note payable to Bank of America (the “Junior Note”), and entered into a new revolving and term loan facility (the “LaSalle Credit Facility”) for up to $22 million, of which approximately $1.6 million was outstanding as of December 31, 2002. The following is a summary of the key provisions of the Recapitalization:

On March 1, 2002, the Company entered into the Note Purchase Agreement with ComVest, Medtronic and the Additional Note Purchasers. Under the Note Purchase Agreement, the Company agreed to issue $15 million of Convertible Notes. Interest on the Convertible Notes is payable quarterly beginning in June 2002 and accrues at a rate of 6% per year for the first six months and 8% per year thereafter until the Convertible Notes are paid in full and mature on March 16, 2004. The Company issued the Convertible Notes as follows: $4.4 million to ComVest, $4 million to Medtronic and $6.6 million to the Additional Note Purchasers. Additionally, in connection with the Recapitalization, the Company issued a Convertible Bridge Note (the “Bridge Note”) to ComVest. ComVest has converted this note into 3,300,000 shares of the Company’s common stock at a conversion price of $0.01 per share. As a result of such conversion, the Bridge Note has been extinguished.

In exchange for funding a portion of the $22 million cash purchase price paid to Bank of America, ComVest assigned $4 million in principal amount of the BofA Note to Medtronic and $6.6 million in principal amount of the BofA Note to the Additional Note Purchasers while retaining $11.4 million in principal amount of the BofA Note itself. After such assignments, the Company issued the Convertible Notes under the Note Purchase Agreement in the aggregate principal amount of $15 million in exchange for the surrender of $15 million in principal amount of the BofA Note held by ComVest, Medtronic and the Additional Note Purchasers. The remaining $7 million in principal amount of the BofA Note was repaid with the proceeds of a bridge loan from ComVest to the Company made on March 15, 2002 (the “Bridge Loan”).

the Lender provided a $20 million Revolving Loan and a $2 million Term Loan. Effective December 23, 2002, in connection with the December Amendment (as defined below), the revolving loan limit was reduced to $10 million. The Company used the proceeds to repay the Bridge Loan and expenses related to the Recapitalization and will use the remaining proceeds for working capital and general corporate purposes. Both loan facilities will bear interest at the LaSalle Bank Prime Rate plus 2%, subject to an additional 2% that would be added to the interest rate upon the occurrence of an Event of Default (as discussed below). As collateral, the Company granted a security interest in all of the Company’s present and future assets, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located. The Loan Agreement contains affirmative and negative covenants as well as financial maintenance covenants (as discussed below).

	•		maintaining Tangible Net Worth of $7,500,000 for the quarters ending December 31, 2002, March 31, 2003, June 30, 2003 and September 30, 2003, and $8,000,000 for the quarter ending December 31, 2003 and each quarter thereafter (Tangible Net Worth is defined as the Company’s shareholders’ equity including retained earnings less the book value of all intangible assets, prepaid and non-cash items arising from the transactions contemplated by the Loan Agreement and goodwill impairment charges recorded as a result of Statement of Financial Accounting Standards (“SFAS”) No. 142 as determined solely by the Lender on a consistent basis plus the amount of any LIFO reserve plus the amount of any debt subordinated to the Lender);

	•		maintaining fixed charge coverage (ratio of EBITDA to fixed charges) of 0.15 to 1.0 for the fiscal quarter ending December 31, 2002, 0.3 to 1.0 for the fiscal quarters ending March 31, 2003, June 30, 2003 and September 30, 2003, 0.50 to 1.0 for the fiscal quarter ending December 31, 2003, 0.75 to 1.0 for the fiscal quarter ending March 31, 2004 and 1.0 to 1.0 for the fiscal quarter ending June 30, 2004 and for each fiscal quarter thereafter;

	•		maintain EBITDA, based on the immediately preceding four fiscal quarters, of $750,000 on December 31, 2002, $1,350,000 on March 31, 2003, $1,475,000 on June 30, 2003 and September 30, 2003, $2,500,000 on December 31, 2003, $3,675,000 on March 31, 2004 and $4,900,000 on June 30, 2004 and each fiscal quarter thereafter; and

	•		limit capital expenditures to no more than $1,500,000 during any fiscal year.

The December Amendment also established a $10 million revolving loan limit and provided that, commencing January 1, 2003, the Company shall pay to the Lender an annual facility fee of $100,000. As of September 30, 2003 and December 31, 2002, the Company had $3.1 million and $2.1 million, respectively, available for borrowing under the revolving portion of the Loan Agreement. As of September 30, 2003 and December 31, 2002, the Company had $1.0 million and $1.5 million, respectively, in borrowings outstanding under the Term Loan. The Company had no borrowings under the revolving loan as of September 30, 2003 and approximately $128,000 in borrowings outstanding under the revolving loan as of December 31, 2002. As of September 30, 2003, the Company believes it was in compliance with all such covenants set forth in the Loan Agreement, as amended by the December Amendment.

The Loan Agreement also specifies certain Events of Default, including, but not limited to, failure

to pay obligations when due, failure to direct its account debtors to make payments to an established lockbox, failure to make timely financial reports to the Lender, the breach by the Company or any guarantor of any obligations with any other Person (as defined in the Loan Agreement) if such breach might have a material adverse effect on the Company or such guarantor, breach of representations, warranties or covenants, loss of collateral in excess of $50,000, bankruptcy, appointment of a receiver, judgments in excess of $25,000, any attempt to levy fees or attach the collateral, defaults or revocations of any guarantees, institution of criminal proceedings against the Company or any guarantor, occurrence of a change in control, the occurrence of a Material Adverse Change or a default or an event of default under certain subordinated debt documents. Upon the occurrence of any Event of Default, the Lender may accelerate the Company’s obligations under the Loan Agreement.

Approximately $7.8 million of the cash proceeds of the Stepic sale were used to pay down all amounts outstanding at closing under the Company’s revolving senior credit facility with the Lender. The Company has used a portion of the remaining proceeds for working capital purposes. Additionally, as required pursuant to a letter agreement among the Company, ComVest and Medtronic, the Company’s management and Executive Committee delivered to each of ComVest and Medtronic an operating plan and budget (including working capital needs) reflecting its business following the sale of Stepic and a proposal for the use of proceeds from the sale of Stepic. This operating plan and budget, together with the use of proceeds, was approved by ComVest and Medtronic and was subsequently ratified by the Company’s board of directors. In connection with this sale, the Company received the consent of LaSalle and the requisite noteholders under the Note Purchase Agreement. (See Note 15 of the notes to the

Company’s audited consolidated financial statements contained in the Form 10-K).

Arrow paid $1.1 million of the cash purchase price into escrow, which sum has been distributed to the Company (in an amount equal to $1,051,317 plus interest of $904) and to Arrow (in an amount equal to $48,683) in accordance with the terms of the asset purchase agreement and escrow agreement entered into in connection with the Stepic sale. Finally, Arrow issued to the Company a promissory note in the principal amount of $500,000, which bore interest at an annual rate of 5%. Pursuant to the terms of this note, $250,000 plus interest of $3,664 was paid to the Company on December 19, 2002 and the balance of $250,000 plus interest of $6,199 and was paid to the Company on March 3, 2003.

As of the date of this filing, the Company has complied with all of the requirements of the Loan Agreement and currently does not have any borrowings under the Revolving Loan. The Company believes it has available cash resources to meet its working capital needs through fiscal year 2004.

The Forbearance Agreement provided for the payment of Excess Cash Flow, as defined in the BofA Credit Facility, on the ninetieth day following the last day of each fiscal year. There was no Excess Cash Flow payment required for fiscal year 2001. In addition, the Forbearance Agreement required an additional principal payment in the amount of the greater of $150,000 or the gross proceeds payable to the Company in connection with the Company’s sale of the Ideas for Medicine business (“IFM”) (see Note 14 of the notes to the consolidated financial statements included herein).

The Forbearance Agreement further required payments of $300,000 each on a short-term bridge loan (the “BofA Bridge Loan”) on May 31, 2001, August 31, 2001, and November 30, 2001. The proceeds of the BofA Bridge Loan were used to fund a short-term bridge loan to the Company’s CEO, Marshall B. Hunt (the “Shareholder Bridge Loan”). All of the installments under the BofA Bridge Loan and the Shareholder Bridge Loan were paid. The Forbearance Agreement also provided for a forbearance and restructuring fee of $10,000 plus related expenses and interest at the rate then in effect plus 6% upon a Termination Event, as defined in the Forbearance Agreement.

The Forbearance Agreement also required the Company to hire on or before June 30, 2001 a new chief operating officer, restricted the repayment of principal debt to junior lien holders, and to either (i) sell the assets of IFM or (ii) obtain an agreement from the seller of the IFM product line to defer all payments under the related promissory note (see below) through the Termination Date (see Note 14 of the notes to the consolidated financial statements included herein). The Company hired a Chief Operating Officer in April 2001 who was terminated in June 2001, and the Company did not hire a replacement. The Company sold the assets of the IFM product line as of March 30, 2001 (see Note 14 of the notes to the consolidated financial statements included herein).

On December 15, 2001, the Company entered into a Third Amendment to the Forbearance Agreement under which Bank of America consented to the increase in payments of $8,000 per month to certain former shareholders of Stepic Corporation (“Stepic”) (see Note 6 of the notes to the consolidated

financial statements included herein).

Recently Issued Accounting Standards

Note 1 of the interim condensed consolidated financial statements included elsewhere in this Form 10-Q describes the recently issued accounting standards.

Forward-looking Statements

Certain statements made in this quarterly report, and other written or oral statements made by or on behalf of the Company, may constitute “forward-looking statements” within the meaning of the federal securities laws. Statements regarding future events and developments and the Company’s future performance, as well as management’s expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. All forward-looking statements are subject to certain risks and uncertainties that could cause actual events to differ materially from those projected. Such risks and uncertainties include, among others, the possible inadequacy of the Company’s cash flow from operations and cash available from external financing, the possibility of a breach of covenants in the Company’s senior credit facility, the satisfaction of which cannot be objectively determined, the Company’s limited manufacturing experience, the inability to efficiently manufacture different products, the possible failure to successfully commence the manufacturing of new products, the possible failure to maintain or increase production volumes of new or existing products in a timely or cost-effective manner, the possible failure to maintain compliance with applicable licensing or regulatory requirements, the dependence on patents, trademarks, licenses and proprietary rights, the Company’s potential exposure to product liability, the inability to introduce new products, the Company’s reliance on a few large customers, the Company’s dependence on key personnel, the fact that the Company is subject to control by certain shareholders, pricing pressure related to healthcare reform and managed care and other healthcare provider organizations, the possible failure to comply with applicable federal, state or foreign laws or regulations, limitations on third-party reimbursement, the highly competitive and fragmented nature of the medical devices industry, deterioration in general economic conditions and the Company’s ability to pay its indebtedness.

Management believes that these forward-looking statements are reasonable. However, you should not place undue reliance on such statements. These statements are based on current expectations and speak only as of the date of such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise. Additional information concerning the risks and uncertainties listed above, and other factors that you may wish to consider, is contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” above and is also contained in the Form 10-K under the section entitled “Risk Factors” and elsewhere and in the Company’s filings from time to time pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Like other companies, the Company is exposed to market risks relating to fluctuations in interest rates. Borrowings under the LaSalle Credit Facility accrue interest at annual rate of prime plus 2%, plus an additional 2% upon the occurrence of an event of default thereunder. As of September 30, 2003, the Company had approximately $1.0 million outstanding under the LaSalle Credit Facility. If market interest rates were to increase immediately and uniformly by 10% from levels as of September 30, 2003, the additional interest expense would be considered immaterial to the Company’s interim condensed consolidated financial position, results of operations and cash flows.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are the Company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision of the Chief Executive Officer and principal financial officer and with the participation of the Company’s management, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive Officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company’s periodic Securities and Exchange Commission filings. No significant changes were made in the Company’s internal controls during the third quarter of 2003 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See “Item 3. Legal Proceedings” in the Form 10-K for the fiscal year ended December 31, 2002 for a discussion of legal proceedings affecting the Company. Except as described in Note 6 to these unaudited condensed consolidated financial statements included in this report, the contents of which are incorporated into this Item 1 by reference, there have been no material developments in such legal proceedings since the filing of the Form 10-K. In November 2003, the lawsuit in the United States District Court for the District of Massachusetts involving LeMaitre Vascular, Inc., Cardio Medical Products, Inc. and the Company, which was described in such Form 10-K, was settled.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits.


Exhibit
Number		Description of Exhibits

3.1 —		Restated and Amended Articles of Incorporation of the Company, as amended to date, filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by reference.

3.2 —		Amended and Restated Bylaws of the Company, as amended to date, filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by reference.

4.1 —		See Articles 2, 3, 7 and 9 of the Restated and Amended Articles of Incorporation, as amended, filed as Exhibit 3.1 and Articles I and VII of the Amended and Restated Bylaws filed as Exhibit 3.2, to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by reference.

4.2 —		Specimen Common Stock Certificate, filed as Exhibit 4.2 to the Registrant’s Form S-1 dated April 14, 1998 (SEC File No. 333-46349) and incorporated herein by reference.

4.3 —		Rights Agreement dated April 9, 1998 by and between the Company and Tapir Investments (Bahamas) Ltd., filed as Exhibit 4.3 to the Registrant’s Form 10-K dated March 31, 1999 (SEC File No. 000-24025) and incorporated herein by reference.

10.1 —		Amendment to Promissory Note of Roy C. Mallady, Jr. payable to the order of the Registrant in the principal amount of $77,612.43, dated as of July 15, 2003, filed as Exhibit 10.6 to the Registrant’s Form 10-Q for the quarter ended June 30, 2003 and incorporated herein by reference.

10.2 —		Amendment to Promissory Note of Roy C. Mallady, Jr. payable to the order of the Registrant in the principal amount of $35,000.00, dated as of July 15, 2003, filed as Exhibit 10.6 to the Registrant’s Form 10-Q for the quarter ended June 30, 2003 and incorporated herein by reference.

10.3 —		Amendment No. 1 to Note Purchase Agreement, dated as of October 21, 2003, by and among


Exhibit
Number		Description of Exhibits

		the Company, ComVest Venture Partners, L.P. and the Additional Note Purchasers (as defined therein), filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on November 12, 2003 and incorporated herein by reference.

10.5 —		Amended and Restated Securityholders Agreement, entered into as of October 21, 2003, by and among the Company, ComVest Venture Partners, L.P., Medtronic, Inc. and Marshall Hunt, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on November 12, 2003 and incorporated herein by reference.

10.6 —		Amendment to Employment Agreement between the Company and Marshall B. Hunt, dated October 21, 2003, filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K on November 12, 2003 and incorporated herein by reference.

10.7 —		Amendment to Employment Agreement between the Company and Robert J. Wenzel, dated October 21, 2003, filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K on November 12, 2003 and incorporated herein by reference.

10.8 —		Stock Option Agreement, dated October 21, 2003, between the Company and Marshall B. Hunt, filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K on November 12, 2003 and incorporated herein by reference.

10.9 —		Stock Option Agreement, dated October 21, 2003, between the Company and Robert J. Wenzel, filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K on November 12, 2003 and incorporated herein by reference.

31.1 —		Certification of the Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 —		Certification of the Principal Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 —		Certification of the Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 —		Certification of the Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

On August 6, 2003, the Company furnished a Current Report on Form 8-K relating to the initial release of the Company’s results of operations for the quarter ended June 30, 2003. On October 30, 2003, the Company furnished a Current Report on Form 8-K relating to the initial release of the Company’s results of operations for the quarter ended September 30, 2003. On November 12, 2003, the Company filed a Current Report on Form 8-K relating to the extension of the maturity date of the Convertible Notes.

Signature

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.


	Horizon Medical Products, Inc.

	/s/ Marshall B. Hunt

	Marshall B. Hunt Chairman of the Board and Chief Executive Officer

	/s/ Elaine Swygert

	Elaine Swygert Corporate Controller (Principal Financial Officer and Principal Accounting Officer)

Dated: November 14, 2003

HORIZON MEDICAL PRODUCTS INC 10-Q