e10vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION
FILE NUMBER: 0 - 22083
GLOBAL MED TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Colorado
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84-1116894 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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12600 West Colfax,
Suite C-420, Lakewood, Colorado 80215
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(Address of principal executive
offices) (Zip Code)
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Registrants telephone number: (303) 238-2000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for at least the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10- K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).
Yes o No þ
The aggregate market value of voting and non-voting stock held by non-affiliates of the registrant,
based upon the closing sales price of its common stock on June 30, 2009 was $19,826,820.
The number of shares of the registrants common stock, $.01 par value, outstanding as of March 1,
2010 was 38,445,725.
GLOBAL MED TECHNOLOGIES, INC.
FORM 10-K
December 31, 2009
TABLE OF CONTENTS
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, including Managements Discussion and Analysis of Financial
Condition and Results of Operations, contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended (1933 Act), and Section 21E of the
Securities Exchange Act of 1934, as amended (1934 Act), and Global Med Technologies, Inc.
(Global Med) intends that such forward-looking statements be subject to the safe harbors for such
statements under such sections. Our forward-looking statements include, among other things, the
plans and objectives of management for future operations of companies acquired during 2009, our
plans and objectives relating to our business strategy, our planned product enhancements and new
product development, our planned marketing efforts and the future economic performance of Global
Med. These forward-looking statements are (1) identified by the use of terms and phrases such as
believe, expect, anticipate, assume, will, should, could, intend, plan,
estimate, objective, goal and other similar words and expressions, and (2) are subject to
risks and uncertainties and represent our current expectations or beliefs concerning future events.
Global Med cautions that the forward-looking statements are qualified by important factors that
could cause actual results to differ materially from those in the forward-looking statements.
These risks, uncertainties and other factors are described throughout this Annual Report on Form
10-K and include those outlined in Part I, Item 1A RISK FACTORS. Many of these factors are beyond
our control. Our forward-looking statements represent estimates and assumptions only as of the
date of this Annual Report on Form 10-K. Except as required by law, we undertake no obligation to
update any forward-looking statement to reflect events or circumstances occurring after the date of
this Annual Report on Form 10-K.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Overview
Global Med Technologies, Inc. was incorporated in the State of Colorado in December 1989. Our
principal executive office is located at 12600 West Colfax, Suite C-420, Lakewood, Colorado 80215
and the telephone number for this office is (303) 238-2000. Our principal U.S. business office is
located at 4925 Robert J. Mathews Parkway, Suite 100, El Dorado Hills, California and the telephone
number for this office is (916) 404-8400. Our European headquarters is located at 235 rue de
lEtang, Limonest, France and the telephone number for this office is +33 (0) 478 66 53 53. Unless
otherwise noted, or if the context otherwise requires, references in this Form 10-K to Global
Med, the Company, we, our, and us refer to Global Med Technologies, Inc. and its
subsidiaries.
Global Med Technologies, Inc. is an international medical software company that develops regulated
and non-regulated products and services for the healthcare industry. We are a leading provider of
blood and laboratory software systems and services and our products are deployed in 24 countries
and serve over 2,300 transfusion centers, blood banks and laboratories.
Global Meds domestic divisions are (1) Wyndgate Technologies®, a leader in software products and
services for donor centers and hospital transfusion services; (2) eDonor®, which offers web-based
donor relationship management systems; and (3) PeopleMed.com, Inc., which provides software
validation, consulting and compliance solutions to hospitals and donor centers. PeopleMed.com,
Inc. is owned 83% by Global Med Technologies, Inc., 11% by the Companys Chairman and CEO, and 6%
by third parties. Our European subsidiary, Inlog, S.A.S. (formerly Inlog S.A.), is a developer of
donor center and transfusion management systems as well as cellular therapy software, laboratory
information systems and quality assurance medical software systems which are marketed
internationally.
Significant Developments
On January 31, 2010, Global Med, entered into an Agreement and Plan of Merger (the Merger
Agreement) with Haemonetics Corporation, a Massachusetts corporation (Haemonetics), and Atlas
Acquisition Corp., a Colorado corporation and a wholly-owned subsidiary of Haemonetics (the
Acquisition Sub). Under the terms of the Merger Agreement, Acquisition Sub commenced a tender
offer for shares of Global Meds common stock, par value $0.01 per share (the Global Med Common
Stock), at a price of $1.22 per share, net to the holders of Global Meds Common Stock in cash,
and for shares of Global Meds Series A Convertible Preferred Stock, par value $0.01 per share
(Global Med Preferred Stock), at a price of $1.22 per share on a converted to common stock basis,
net to the holders of Global Med Preferred Stock in cash (the Offer). The Offer commenced on
February 19, 2010 and will expire at 12:00 midnight, Boston Massachusetts time, on March 18, 2010,
subject to certain extension rights and obligations set forth in the Merger Agreement. The Offer is
conditioned on the tender of a majority of the outstanding shares of Global Med Common Stock and
Global Med Preferred Stock and other customary conditions. Based on Global Meds approximately
50 million diluted common equivalent shares outstanding, the estimated net value of the transaction
is approximately $61 million.
Following the consummation of the Offer and subject to the satisfaction or waiver of the conditions
set forth in the Merger Agreement, the Acquisition Sub will merge into Global Med (the
Merger) and Global Med shall continue as the surviving corporation. The closing of the
Merger is subject to approval by holders of a majority of the then outstanding shares of Global Med
Common Stock and Global Med Preferred Stock. The parties, however, have agreed that in the event
that Acquisition Sub acquires at least 90% of the outstanding shares of each of Global Med Common
Stock and Global Med Preferred Stock then outstanding on a fully diluted basis, pursuant to the
Offer or otherwise, the parties shall take all necessary and appropriate action to cause the Merger
to become effective as soon as practicable without a meeting of shareholders of Global Med or the
solicitation of written consents of such shareholders, in accordance with applicable laws.
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Following the announcement of the Merger Agreement, several lawsuits were filed against the
Company, Acquisition Sub, Haemonetics, Michael I. Ruxin, M.D., Thomas F. Marcinek, Sarah L. Eames,
T. Kendall Hunt and Robert R. Gilmore. (Dr. Ruxin, Mr. Marcinek, Ms. Eames, Mr. Hunt and Mr.
Gilmore, collectively, the Individuals and together with the Company, Acqusition Sub, and
Haemonetics, the Defendants). These actions allege, among other things, that the Individuals
breached their fiduciary duties to Global Meds stockholders, that the bidding mechanism was
inadequate, and that the Individuals failed to take reasonable steps to maximize the value
realizable for the shares of common stock. These actions were consolidated on March 10, 2010 into
a single lawsuit. The plaintiffs seek, among other relief: (1) injunctive relief against
Acquisition Subs acquisition of the Companys shares through its cash tender offer; (2) monetary
and/or rescissory damages; and (3) costs of the action, including the fees and expenses of
attorneys and experts. On March 11, 2010, the plaintiffs filed a motion to seek a temporary
restraining order to enjoin the Offer. The Company believes that these actions are without merit
and plans to vigorously defend against them. See the section entitled Legal Proceedings in Part
I, Item 3 of this Annual Report on Form 10-K for further discussion.
Principal Products and Their Markets
Global Med designs, develops, markets and supports information management software products for
blood banks, hospitals, centralized transfusion centers and other health care related facilities.
Revenues are derived from the software licenses, annual maintenance fees, implementation,
consulting and other value added support services, and the resale of software obtained from
vendors.
Our core products and their related components were developed by our Wyndgate division and include:
SafeTrace®, SafeTrace Tx®, and our ElDorado product suite. As of December 31, 2009, these
products were in use in over 800 sites in five countries. SafeTrace is used to assist community
blood centers, hospitals, plasma centers and outpatient clinics in the U.S. in complying with the
quality and safety standards of the U.S. Food and Drug Administration (the FDA) for the
collection and management of blood and blood products. SafeTrace Tx is a transfusion management
information system that is designed to be used by hospitals and centralized transfusion centers to
help insure the quality of blood transfused into patient-recipients. SafeTrace Tx provides
electronic cross-matching capabilities to help insure blood compatibility with patient-recipients
and tracks, inventories, bills and documents all activities with blood products from the time blood
products are received in inventory to the time the blood products are used or returned to blood
centers. SafeTrace Tx complements SafeTrace, because the combined SafeTrace Tx and SafeTrace
software system is also able to integrate hospitals with blood centers and provide a
vein-to-veinÒ tracking of the blood supply.
Our ElDorado product suite represents the next generation of our software and we intend for it to
provide a fully-integrated menu of blood management products using advanced tools and technologies.
Donor Doc, the first module of the ElDorado product suite was released in May 2007. Donor Doc is
an electronic history questionnaire that assists in the blood donor screening process. In February
2008, we released ElDorado Donor, a comprehensive blood management software application designed to
provide for the information system needs of blood banks and donor centers. The software manages,
automates, and controls activities associated with donors, donor collections, testing,
manufacturing, inventory, and distribution. ElDorado Donor was developed with scalability in mind
and can manage the system needs of diverse facilities, from small hospital blood banks to community
blood centers, to regional and national centers, both domestically and internationally. The blood
management software has been designed with input from our technology workgroup which is comprised
of leading industry representatives from around the world. The work groups contributions were
considered throughout the ElDorado Donor development process to produce a feature-rich and
user-friendly solution.
Our Inlog S.A.S. (formerly Inlog S.A.) subsidiary, which we acquired on June 26, 2008, has been
developing, implementing, and supporting its blood bank information management solutions since 1992
and currently supplies over 800 sites in 20 countries with its products. Its product line consists
of five primary products: EdgeBlood (for the donor center market), EdgeTrace (for the hospital
transfusion market), EdgeLab (a laboratory information system LIS), EdgeCell (cellular
therapy for tissue banks, stem cell centers and cord blood centers) and SAPA (a regulatory
compliance and document management solution). Inlog performed the national installation of its
EdgeBlood product in France where all of that countrys 2.5 million annual blood donations are
transacted through EdgeBlood including blood
collections, infectious disease testing, component manufacturing and distribution. In addition to
France, Inlog has software applications in Germany, Austria, Belgium, Canada, Switzerland, Greece
and Monaco, among other countries.
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Our eDonor product, which we acquired on August 1, 2008 with the acquisition of substantially all
of the assets of Blueridge Solutions, L.C., is a web-based donor relationship management system
that integrates recruitment, scheduling, retention and fulfillment for blood donation centers of
all sizes. As of December 31, 2009, eDonor was in use at 93 sites.
In 1999, we introduced PeopleMed, through our PeopleMed.com, Inc. subsidiary. PeopleMed supports
chronic disease management as an Application Service Provider (ASP). PeopleMeds system helps
system users coordinate sources of information and users of a patients clinical information,
including laboratory, pharmacy, primary and specialty care providers, claims, and medical records.
PeopleMed began offering validation services to the blood bank industry late in 2007. Validation
services include documenting and testing systems to enable the user of these systems to conform to
specific requirements and regulations. In the fall of 2007, PeopleMeds services were expanded to
include validation activities and offering of quality-certified resources to help clients and
non-clients perform FDA-required user validation testing on blood bank software systems prior to
clients first use of our software (Go-Live). In addition to Go-Live activities, PeopleMed also
offers independent services for system revalidation for clients who are upgrading to newer
versions.
With our acquisitions of Inlog and eDonor, our software products are now used in 20 countries,
including the United States, Canada, and certain countries located in the European Union and
Africa, among others. With the acquisition of Inlog, we immediately expanded our international
footprint and with the acquisition of eDonor we gained a complementary product to our existing
product offerings.
We intend to continue to commit significant research and development resources to the development
of our ElDorado product suite, as well as to continuously improve our existing products. Some of
our new products will be considered medical devices by the FDA and we will be required to obtain
FDA 510(k) clearance for these medical devices prior to their sale or introduction into the U.S.
market, as more fully discussed below in Government Approval and Regulation. During the years
ended December 31, 2009 and 2008, total research and software development expenditures totaled
$4.396 million and $3.824 million, respectively. Of the total expenditures during 2009 and 2008,
$198 thousand and $284 thousand, respectively, were capitalized.
Government Approval and Regulation
The FDA considers software products used in the manufacture of blood and blood components and/or
used in the maintenance of data used to evaluate the suitability of donors and the release of blood
or blood components for transfusion or for further manufacturing to be medical devices.
Consequently, our SafeTrace, SafeTrace Tx, ElDorado Donor, and DonorDoc products are considered
medical devices and are subject to regulations adopted by governmental authorities, including the
FDA, which govern blood center computer software products regulated as medical devices. As a
medical device manufacturer, Global Med is required to register with the Center for Biologics
Evaluation and Research (CBER), list its medical devices, and submit a pre-market notification or
application for pre-market review (510(k) clearance). We have received and consistently
maintained 510(k) clearance on our SafeTrace, SafeTrace Tx, ElDorado Donor and Donor Doc products,
as required. In addition, we are required to follow applicable Quality System Regulations (QSR)
of the FDA, which include extensive quality assurance, control and documentation requirements.
Our Inlog subsidiary is ISO 9001:2000 certified and its products have received the NF/ISO
25051/12119 certification indicating the highest level of quality regarding the design, testing and
validation of its software, its documentation quality and the quality of its product support and
maintenance.
Congress enacted the Health Insurance Portability and Accountability Act (HIPAA) of 1996 to
improve the efficiency and effectiveness of the health care system. HIPAA included Administrative
Simplification provisions that required the Department of Health and Human Services (HHS) to
adopt national standards for electronic health transactions. Congress also recognized that
advances in the introduction of electronic technology into wider use in the health care industry
required federal standards and enforcement authority for maintaining the privacy, protection, and
security of
individually identifiable health information. The Office of Civil Rights of HHS, the agency
responsible for enforcing HIPAA, has since promulgated and amended a Privacy Rule and a Security
Rule to achieve these objectives.
HIPAA designates as covered entities health plans, health care clearinghouses, and health care
providers who transmit health information in electronic form in connection with a transaction
covered by HIPAA (Covered Entities). Covered
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Entities may engage other individuals and entities
to assist in their performance of functions or activities that involve the use or disclosure of
individually identifiable health information. These individuals and entities are referred to as
business associates (Business Associates). Covered Entities and their Business Associates are
required to enter into Business Associate Agreements in which the Business Associate agrees to be
governed and abide by the applicable terms and conditions of HIPAA. Global Med would be considered
a Business Associate of a customer if the customer is a Covered Entity and the nature of the
relationship requires Global Med to use or disclose individually identifiable health information.
The American Recovery and Reinvestment Act (ARRA) recently enacted the HITECH Act which extends
the scope of HIPAA to permit enforcement against business associates for a violation, establishes
new requirements to notify the Office of Civil Rights of HHS of a breach of HIPAA, and allows the
Attorneys General of the states to bring actions to enforce violations of HIPAA. Rules
implementing various aspects of HIPAA are continuing to be developed. The HITECH Act imposes breach
notification standards, and penalties for non-compliance, on Covered Entities and Business
Associates that become aware of a breach of HIPAA. The breach notification requirements and
potential penalties are more stringent if the Covered Entity or the Business Associate are not
compliant with certain security standards designated by the Secretary of HHS. Regulations to
implement the HITECH Act are in process. Many of Global Meds software products were designed and
developed to facilitate HIPAA compliance and we believe that the requirement for Covered Entities
and their Business Associates to achieve and maintain HIPAA compliance will continue to create
demand for our products and services.
Competition
The market for medical software is highly competitive. Our competitors include companies with
products designed and marketed solely for use as blood management information systems, as well as
companies that provide a blood management information system as part of an integrated laboratory
information system. Our primary competitors include Mediware Information Systems, Inc., SCC Soft
Computer, and Eclypsis Corporation. We believe that the principal competitive factors affecting the
market for our products include the quality, reliability and effectiveness of the software
solution, technical features, ease of use, value-added consulting services, responsive customer
service and support, customer base, distribution channels, and the total cost of ownership.
Although we believe that our products currently compete favorably with respect to such factors,
many of our present and potential competitors have been in business longer and have substantially
greater financial, marketing, service, support and technical resources than Global Med.
Sales and Marketing
Our medical software products and services are sold through our direct sales force and through our
15 channel partners, most of which are engaged in the sale and marketing of laboratory information
systems. Our direct sales force, consisting of four persons in the United States and six in
Europe, tend to focus on blood donation centers, plasma centers, transfusion centers and hospitals
that are purchasing a new blood management information system, replacing antiquated technology or
sunsetted products, or upgrading their current system. We typically rely on our channel partners
to reach potential customers who are purchasing a comprehensive laboratory information system,
including a blood management information system.
As of December 31, 2009, our channel partners included McKesson, Cerner, Siemens Medical, Sunquest,
QuadraMed, GE Medical Systems, Digi-trax Corporation, Omnitech, Orchard Software, BarcodesWest,
CaridianBCT, Keane, CPSI, Fresenius Kabi and Biomedical Synergies, Inc., among others. One of our
channel partners accounted for 9.1% and 14.5% of our revenue during 2009 and 2008, respectively and
34.0% and 32.1% of our gross accounts receivable as of December 31, 2009 and 2008, respectively.
No other channel partner accounted for more than 10% of our revenue.
Customers
Customers for our products include some of the worlds most recognized names: Mayo Clinic, Stanford
Hospitals, Cedar-Sinai, CHLA, City of Hope, UC San Diego, Memorial Sloan-Kettering, New York
Presbyterian, French Blood Establishment, and over 2,100 hospitals and medical sites domestically
and internationally. During the years ended December 31, 2009 and 2008, approximately 64% and 77%
of our revenue was derived from customers in the United States, respectively, and 36% and 23% of
our revenue was derived from customers outside of the United States, primarily in Europe.
Substantially all of our revenue outside of the United States comes from Inlog. No single
customer accounted for more than 10% of our revenue in 2009 and 2008.
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Employees
As of March 8, 2010, we had 198 full-time employees, consisting of two employees in the corporate
offices in Lakewood, Colorado, 49 employees at our business offices in El Dorado Hills, California,
20 employees at our eDonor offices in Phoenix, Arizona, 72 employees of our Inlog subsidiary that
are located primarily in Limonest, France and the remainder are spread throughout the United
States. We have employment agreements with our executive officers and certain key personnel. In
addition, substantially all of our employees in France are subject to employment agreements. Our
employees are not represented by a labor union or subject to collective bargaining agreements. We
have never experienced a work stoppage and believe that our employee relations are satisfactory.
Available Information
Global Meds Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange
Act of 1934, as amended, are available free of charge on the Securities and Exchange Commissions
(SEC) website: http:/www.sec.gov. You may also read and copy any materials we file with the SEC
at the SECs Public Reference Room at 100 F Street, NE., Washington, DC 20549 or you may obtain
information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Additional information about the Company and our products and services is also available on our
website at http://www.globalmedtech.com.
Our shareholders have direct electronic access to all of our SEC filings via a link to the
Securities and Exchange Commissions website available on our website at www.globalmedtech.com or
via the SEC website at www.sec.gov. We send proxy and information statements directly to our
shareholders when matters are brought to the vote of our shareholders.
ITEM 1A. RISK FACTORS
In addition to other information contained in this Annual Report on Form 10-K, we have identified
the following risks and uncertainties. If any of the events or circumstances described below were
to occur, our business, financial condition or operating results could be materially and adversely
affected. We have organized our Risk Factors under captions that we believe describe various
categories of potential risk. For your convenience, we have not duplicated risk factors that could
be considered to be included in more than one category.
Risks Related to the Haemonetics Offer and the Merger
The delay or failure to consummate the Offer or the Merger with Haemonetics could materially and
adversely affect our results of operations and our stock price.
On January 31, 2010, we entered into the Merger Agreement with Haemonetics and Acquisition Sub. On
February 19, 2010, Acquisition Sub commenced the Offer. The Offer is conditioned on the tender of
a majority of the outstanding shares of Global Med Common Stock and Global Med Preferred Stock and
other customary conditions. Consummation of the Merger is subject to customary conditions,
including, but not limited to, consummation of the Offer, and, if required under applicable law,
approval of the Merger Agreement by our stockholders. We cannot assure you that these conditions
will be met or waived, that the necessary approvals will be obtained, or that the Offer or the
Merger will be
successfully consummated as currently contemplated under the Merger Agreement or at all. As a
result of the pending Offer and Merger:
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the attention of our management and our employees may be diverted from day-to-day operations as they focus on consummating the Merger; |
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the Merger Agreement places a variety of restrictions and constraints on the conduct of our business outside of the ordinary course prior to the closing of the Merger or the termination of the Merger Agreement; |
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the pending Offer and the Merger may generate uncertainty among our customers; and |
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our ability to attract new employees and retain our existing employees may be
harmed by uncertainties associated with the Merger, and we may be required to incur substantial costs to recruit replacements for lost personnel. |
A delay in the consummation of the Offer or the Merger may exacerbate the occurrence of these
events.
Furthermore, in the event that the Offer or the Merger is not completed:
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our stockholders will not receive the consideration that Haemonetics has agreed to pay pursuant to the Merger Agreement, and our stock price may decline; |
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we have incurred and will incur significant transaction costs, including legal, accounting,
financial advisory and other costs relating to the Offer and Merger; and |
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under some circumstances, we may be required to pay a $2.6 million breakup
fee to Haemonetics and reimburse Haemonetics for its expenses incurred in
connection with the transactions contemplated by the Merger Agreement up to $500,000 in the aggregate |
The occurrence of any of these events individually or in combination could have a material adverse
effect on our results of operations and our stock price.
A purported stockholder class action lawsuit has been filed against Global Med, Haemonetics,
Acquisition Sub and members of our Board of Directors and certain officers challenging the Merger
Agreement and seeking a temporary restraining order to enjoin the Offer.
On February 9, 2010 and February 17, 2010, Global Med, Acquisition Sub, Haemonetics and the
Individual Defendants were named as defendants in three purported class action lawsuits. On March
9, 2010, the plaintiffs jointly filed an amended class action complaint against the Defendants and
on March 10, 2010 the court entered an order consolidating the three actions. These actions
allege, among other things, that the Individuals breached their fiduciary duties to Global Meds
stockholders, that the bidding mechanism was inadequate, and that the Individuals failed to take
reasonable steps to maximize the value realizable for the shares of common stock. The plaintiffs
seek, among other relief: (1) injunctive relief against Acquisition Subs acquisition of the
Companys shares through its cash tender offer; (2) monetary and/or rescissory damages; and
(3) costs of the action, including the fees and expenses of attorneys and experts. On March 10,
2010, the plaintiffs filed a motion to seek a temporary restraining order to enjoin the Offer. An
unfavorable outcome in this lawsuit, including the granting of the temporary restraining order,
could prevent or delay the consummation of the Offer or the Merger. While the Company believes that
these actions are without merit and plans to vigorously defend against them, an unfavorable result
in this litigation could be costly to Global Med and have a material adverse effect on our results
of operations, liquidity and stock price. See the section entitled Legal Proceedings in Part I,
Item 3 of this Annual Report on Form 10-K for further discussion of this lawsuit.
Risks Related to Our Business
Our reported revenue and operating results may fluctuate widely due to irregular sales cycles,
contract terms and the application of accounting rules.
The sales cycle for our products, which is the period of time between the identification of a
potential customer and completion of the sale, is typically lengthy and subject to a number of
factors over which we have little control, such as our customers budgeting constraints and
approval processes. Our revenue can fluctuate from quarter to quarter based on our customers
buying decisions. In addition, our ability to recognize revenue from software sales can be
impacted by
contract terms and the application of accounting rules for revenue recognition to contracts that
include deliverable and non-deliverable software products, services for modification or
customization of our software, acceptance criteria and other contingencies.
We are dependent on major channel partners to sell our products into certain markets.
Our medical software products and services are sold through our direct sales force and through our
15 channel partners, most of which are engaged in the sale and marketing of laboratory information
systems. Our direct sales force tends to
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focus on blood donation centers, plasma centers,
transfusion centers and hospitals that are purchasing a new blood management information system,
replacing antiquated technology or sunsetted products, or upgrading their current system. We
typically rely on our channel partners to reach potential customers who are purchasing a
comprehensive LIS, including a blood management information system. One of our channel partners
accounted for 9.1% and 14.5% of our revenue during 2009 and 2008, respectively, and our operating
results may be adversely affected if we do not maintain such relationships.
We may not be able to realize our sales backlog as expected which could reduce our revenue and
operating results.
As of December 31, 2009 our sales backlog of unrecognized revenue totaled $9.553 million. While
this amount represents contracted sales for which revenue has not been recognized, we may
ultimately not be able to realize the revenue as expected if our customer delays the project, or
cancels the order, or is otherwise unable to move forward or if we are unable to complete the
project for any reason.
Our recurring maintenance revenue could be reduced if we fail to meet service requirements.
During the year ended December 31, 2009, annual maintenance fees represented over 55% of our
revenue. Our maintenance agreements range in term from single year to multi-year agreements.
Maintenance consists of product bug fixes, continued regulatory compliance, and product updates. If
we fail to continue to meet our maintenance commitments, a significant portion of our revenues
could be at risk which could reduce our revenue and operating results.
Our results are vulnerable to general economic conditions.
Worsening general economic conditions or a prolonged or recurring recession could adversely affect
our operating results if our customers decide to delay or cancel plans to purchase, upgrade or
support their healthcare management information systems. In an economic slowdown, we may also
experience the negative effects of increased competitive pricing pressure, customer turnover,
reductions in customer consulting service requirements and a decline in our customers credit
worthiness.
Our cash flows from operations may fluctuate widely from quarter to quarter and our revenue and
cash receipts may not be sufficient to meet the operating needs of our business.
The operating cash flows of our Inlog subsidiary are highly seasonal as the majority of its annual
maintenance and support fees are billed and collected during the first quarter, while the fourth
quarter is characterized by annual cash outflows for taxes and mandated employee-related payments.
Consequently, Inlogs cash flows tend to be the highest during the first half of the year and the
lowest during the second half of the year. Due to Inlogs significance, our consolidated cash
flows from operations are expected to follow this pattern. In addition, our consolidated revenue
and cash receipts may not be sufficient to meet our operating needs and other obligations. If this
were to be the case, we may need to take action to reduce our operating costs or take other
measures to increase or maintain our liquidity. There is no assurance that such actions will be
sufficient to provide adequate cash flow to expand our business or continue to operate at our
current levels. In addition, the Company is incurring significant costs associated with its
acquisition by Haemonetics and in the defense of the purported class action lawsuits that were
filed after the announcement of the Merger Agreement. As provided for in the Merger Agreement,
there are certain conditions under which Haemonetics could cancel the Merger Agreement and the
Company would be required to pay a $2.6 million breakup fee to Haemonetics and reimburse
Haemonetics for its expenses incurred in connection with the transactions contemplated by
the Merger Agreement up to $500,000 in the aggregate. If the Offer and the Merger are not
consummated, the foregoing costs and expenses could materially and adversely impact the Companys
liquidity and could, under certain circumstances, result in the violation of certain debt covenants
and acceleration of the Companys debt obligations, or the Company could be required to raise
outside financing to meet its operating and liquidity needs. If adequate funds are not available
or are not available on acceptable terms, we may not have sufficient cash to operate our business,
may have to forego strategic acquisitions or investments, defer our product development activities,
delay introduction of new products, or otherwise restructure our business and operations.
10
If we are unable to successfully integrate the operations of Inlog and eDonor, our revenue and
results of operations could be adversely affected.
Our operating costs could increase even further if we are unable to successfully combine the
acquired operations of Inlog and eDonor or integrate the systems and procedures including research
and development, integrated sales, accounting and financial reporting, or to realize the revenue
synergies we expect from the combined companies. Our pro forma combined financial results cover a
period during which we were not under common control or management and, therefore, are not
indicative of our future financial or operating results. Our failure to integrate Inlog and eDonor
and obtain all of the expected benefits could impair our future revenue and operating results.
Our business and our software products are subject to substantial competition which may adversely
affect our ability to attract and retain customers.
There is substantial competition in all aspects of the medical software industry. Numerous
companies are developing technologies and marketing products and services in the healthcare
information management area. Many competitors in the blood bank industry have received FDA
clearance for their products. Many of these competitors have been in business longer and have
substantially greater personnel and financial resources than Global Med which could make their
products and services more attractive than ours which may adversely affect our ability to attract
and retain customers.
Our revenue may be dependent on our ability to update and enhance our existing products and
services and to develop new ones.
The market for applications software is characterized by rapidly changing technology and by changes
from mainframe to client/server computer technology, including frequent new product introductions
and technological enhancements in the applications software business. During the last ten years,
the use of computer technology in the information management industry has expanded significantly to
create intense competition. With rapidly expanding technology and our limited resources, we can
provide no assurance that we will be able to acquire or maintain any technological advantage. Our
success will be in large part dependent on our ability to use developing technology to our maximum
advantage and to remain competitive in price and product performance. If we are unable to acquire
or maintain a technological advantage, or if we fail to stay current and evolve in the applications
software and information management fields, we may be forced to curtail or reduce our planned
expenditures which could negatively impact our business operations.
We cannot be certain that our research and development activities will be successful.
While we are committed to enhancing our software products and services and introducing new
products, we cannot be certain that our research and development activities will be successful.
Furthermore, we may not have sufficient financial resources to identify and develop new
technologies and bring new products to market in a timely and cost effective manner, and we cannot
ensure that any such products will be commercially successful and profitable if and when they are
introduced.
We depend significantly upon our intellectual property rights and the failure to protect our rights
could reduce our revenue and/or increase our operating costs.
Our success depends in part on our ability to obtain and enforce intellectual property rights for
our technology and software, both in the United States and in other countries. Our proprietary
software is protected by the use of copyrights,
trademarks, confidentiality agreements and license agreements that restrict the unauthorized
distribution of our proprietary data and limit our software products to the customers internal use
only. In addition, we have obtained a patent for our SafeTrace Tx product. While we have attempted
to limit unauthorized use of our software products or the dissemination of our proprietary
information, we may not be able to retain our proprietary software rights and prohibit the
unauthorized use of proprietary information. Any patents, copyrights, or trademarks we have or may
obtain may not be sufficiently broad to protect our products, may be subject to challenge,
invalidated or circumvented and may not provide competitive advantages. In addition, our
competitors may independently develop technologies or products that are substantially equivalent or
superior. If our software products infringe upon the rights of others, we may be subject to suit
for damages or an injunction to cease the use of such products. Our industry is characterized by
frequent intellectual
11
property litigation based on allegations of infringement of intellectual
property rights. Although we are not aware of any intellectual property claims against us, we may
be a party to litigation in the future that could force us to reduce our planned expenditures which
could negatively impact our business operations. For example, on April 25, 2008, we received a
letter from our patent counsel stating that a third party, Mediware, has filed for a reexamination
of our issued patent. We believe our patent is valid and also believe it will prevail in any
reexamination.
Our success also depends in part on our ability to develop commercially viable products without
infringing the proprietary rights of others. We have not conducted freedom of use patent searches
and patents may exist or could be filed which would have an adverse effect on our ability to market
our products or maintain our competitive position with respect to our products.
Failure to comply with government regulations and requirements could preclude us from continuing to
market our existing products or introducing new products which could adversely affect our revenue
and results of operations.
Our SafeTrace, SafeTrace Tx and ElDorado products and services are subject to regulations adopted
by governmental authorities, including the FDA, which govern blood center computer software
products regulated as medical devices. Compliance with government regulations can be costly and
burdensome and may result in our incurring product development delays and substantial costs. In
addition, modifications to such regulations could materially adversely affect the timing and cost
of new products and services we introduce. We cannot predict the effect of possible future
legislation and regulation. We also are required to follow applicable Good Manufacturing Practices
regulations of the FDA, which include testing, control and documentation requirements, as well as
similar requirements in other countries, including International Standards Organization 9001
standards. Failure to comply with applicable regulatory requirements could result in, among other
things, operating and marketing restrictions and fines, and which could reduce our revenue and
operating results.
We may be subject to product liability exposure.
We have product liability exposure for defects in our products that may become apparent through
widespread use of our products. To date, we have not had any claims filed against us involving our
products and we are not aware of any material problems with them. While we will continue to attempt
to take appropriate precautions, we may not be able to completely avoid product liability exposure.
We maintain product liability insurance on a claims made basis for our products in the aggregate
of at least $4 million. Although we have had a history of being able to obtain such coverage at
reasonable prices, such coverage may not be available in the future, or at reasonable prices, or in
amounts adequate to cover any product liabilities that we may incur. In the event that we do not
have adequate insurance to cover any product liabilities that we may incur, we could incur
substantial costs. In addition, any actual or perceived defect in our products could adversely
affect the markets perception of us and our products, and could have an adverse effect on our
reputation and the demand for our products.
We may pursue strategic acquisitions and if we are unable to successfully acquire or integrate
these companies, we may not be able to grow our revenue.
As part of our business strategy, we may seek to acquire companies that sell software products that
complement our current product mix, particularly companies focused on critical health management.
We may use either equity or debt financing or our cash to make acquisitions. There is no assurance
that our cash will be adequate and that equity or debt financing will be available on terms
favorable to us. In the event we are not able to successfully acquire companies, we
may not be able to grow our revenue. In the event we are able to acquire other companies, we may
be subject to a number of risks related to the integration and management of such companies,
including failure to obtain valid consents to assignment of contracts, failure of the business of
the acquired company to achieve expected results, diversion of managements attention, and failure
to retain key personnel of the acquired company.
We depend on our key personnel for the success of our business and the loss of one or more key
personnel could have an adverse effect on our ability to manage our business.
Our success and our ability to manage our business depend upon the efforts and continued service of
our senior management team. The loss of one or more of our key personnel could have a material
adverse effect on our business
12
and operations as there can be no assurance that we will be able to
attract and retain senior management and key employees having competency in those substantive areas
deemed important to the successful implementation of our plans. The inability to do so or any
difficulties encountered by management in establishing effective working relationships among them
may adversely affect our business and prospects. Currently, we do not carry key person life
insurance for any of our executive management or key employees.
Risks Related to International Operations
We face a number of risks associated with international operations
On June 26, 2008, we completed the acquisition of Inlog S.A. and its subsidiaries, including one
located in Germany. We face a number of risks relating to remotely managing foreign operations
including: linguistic and cultural differences; differing regulatory environments impacting our
technology and our customer base; differing labor standards; difficulties and costs of staffing and
managing international operations; different economic conditions; and potentially adverse tax
consequences. Our failure to adequately acknowledge and manage these conditions and risks could
adversely impact our revenue and our operating results.
We are subject to foreign exchange risks
We are subject to foreign exchange risks because we report our results from operations in U.S.
dollars, while our Inlog subsidiarys revenue and expenses are denominated in Euros and converted
to U.S. dollars in consolidation. For the year ended December 31, 2009, Inlog accounted for
approximately 35% of our total revenue. A decrease in the value of the Euro against the U.S. dollar
could affect our consolidated profitability. We currently do not hold forward exchange contracts
to manage the foreign currency exchange risk.
Risks Related to Our Stock
If Penny Stock regulations impose restrictions on the marketability of our common stock, the
abilty of our shareholders to sell shares of our stock could be impaired.
The SEC has adopted regulations that generally define a penny stock to be an equity security that
has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share
subject to certain exceptions. Exceptions include equity securities issued by an issuer that has
(i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operation for
more than three years, or (ii) net tangible assets of at least $5,000,000, if such issuer has been
in continuous operation for less than three years, or (iii) average revenue of at least $6,000,000
for the preceding three years. Our common stock is currently trading at under $5.00 per share.
Although we currently fall under one of the exceptions, if at a later time we fail to meet one of
the exceptions, our common stock will be considered a penny stock. Broker/dealers dealing in penny
stocks are required to provide potential investors with a document disclosing the risks of penny
stocks. Moreover, broker/dealers are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor. These requirements, among others, may reduce
the potential market for our common stock by reducing the number of potential investors. This may
make it more difficult for investors in our
common stock to resell shares to third parties or to otherwise dispose of them. This could cause
our stock price to decline.
Our common stockholders could face substantial potential dilution from our Series A Convertible
Preferred Stock and outstanding stock options, warrants, unvested restricted stock and contingently
issuable shares
As of March 3, 2010, we had 38.446 million shares of common stock outstanding. In addition, our
outstanding Series A Preferred Stock was convertible into approximately 5.500 million shares
(without giving effect to limitations on conversion) and outstanding stock options, warrants,
contingently issuable shares to the Inlog sellers and unvested restricted stock totaled
approximately 15.882 million shares as of that date (without giving effect to limitations on
conversion). Accordingly, fully-diluted shares as of March 3, 2010 totaled approximately 59.828
million shares (without giving effect to limitations on conversion). We cannot predict the actual
number of shares of common stock that will be
13
issued upon the conversion our Series A Preferred Stock or upon the exercise of stock options
and warrants however, existing common stockholders could experience significant dilution.
The market price of our common stock is highly volatile which may limit our investors ability to
actively trade their shares of our common stock
The market price of our common stock has been and is expected to continue to be highly volatile.
Factors, including announcements of technological innovations by us or other companies, regulatory
matters, new or existing products or procedures, concerns about our financial position, operating
results, litigation, government regulation, developments or disputes relating to agreements,
patents or proprietary rights, among other items, may have a significant impact on the market price
of our stock.
We do not anticipate paying any dividends on our common stock
We have never declared or paid dividends on our common stock. Our dividend practices are determined
by our Board of Directors and may be changed from time to time. We will base any issuance of
dividends upon our earnings (if any), financial condition, capital requirements, acquisition
strategies, and other factors considered important by our Board of Directors. Colorado law and our
Articles of Incorporation do not require our Board of Directors to declare dividends on our common
stock. We expect to retain any earnings generated by our operations for the development and
expansion of our business and do not anticipate paying any dividends to our common stockholders for
the foreseeable future.
|
|
|
ITEM 1B. |
|
UNRESOLVED STAFF COMMENTS |
Not applicable.
|
|
|
ITEM 2. |
|
DESCRIPTION OF PROPERTIES |
Our executive office is located in Lakewood, Colorado where we lease one thousand square feet under
an agreement that expires in February 2013. We also lease approximately 19 thousand square feet of
office space in El Dorado Hills, California, under a lease that expires in August 2013. Our eDonor
division occupies approximately five thousand square feet of office space in Phoenix, Arizona under
a lease that expires in April 2010 and our Inlog subsidiary headquarter offices are located in
Limonest, France where we occupy approximately nine thousand square feet of office space under an
agreement that it cancelable in October 2011. We believe that our existing facilities are
generally adequate for our current operations.
|
|
|
ITEM 3. |
|
LEGAL PROCEEDINGS |
On September 23, 2002, Global Med and PeopleMed.com, Inc. (PeopleMed) filed a complaint against
Donnie L. Jackson, Jr. (Jackson) in a lawsuit entitled Global Med Technologies, Inc. v.
Donnie L. Jackson, Jr., et al, El Dorado Superior Court Case No. PC 20020576 (the Lawsuit).
The Lawsuit has been settled and claims have been released. No amount was paid by Global Med to
Jackson or Mediware Information Systems, Inc. (Mediware) and no amount was paid by Jackson or
Mediware to Global Med in connection with such settlement. Jackson made a representation as part of
the settlement that he does not have possession of any trade secret or proprietary material of
plaintiffs as so described in their complaint for damages. During 2005, the Company set up a legal
accrual in the amount of $1.004 million and expensed the same amount. As a result of the above, the
Company reversed the $1.004 million legal accrual and the related expense during the year ended
December 31, 2009.
The Companys Inlog subsidiary is a party to a dispute with a former client, for which it
established a legal accrual prior to Global Meds acquisition. Based on information currently
available, Global Med believes the legal accrual in the amount of $365 thousand at December 31,
2009 is adequate to cover the Companys liability should there be an adverse outcome in the Inlog
matter.
On February 9, 2010, a shareholder of Global Med, Carmelo J. Corica (Plaintiff Corica) filed a
purported class action lawsuit (the CJC Action) against the Company, Acquisition Sub,
Haemonetics, Michael I. Ruxin, M.D., Thomas F.
14
Marcinek, Sarah L. Eames, T. Kendall Hunt and Robert
R. Gilmore (Dr. Ruxin, Mr. Marcinek, Ms. Eames, Mr. Hunt and Mr. Gilmore, collectively, the
Individuals and together with the Company, Acquisition Sub, and Haemonetics, the Defendants).
The CJC Action alleges that the Individuals breached their fiduciary duties to Global Meds
stockholders
and alleges that the sales process was neither honest nor fair, that the price offered is
inadequate, and that the Merger Agreement contains terms that discourage other bidders and
constrained Global Meds ability to solicit any other offers. The CJC Action also alleges that
Haemonetics and Global Med aided and abetted such alleged breach. Based on these allegations, the
CJC Action seeks judgment that, among other relief: (1) provides injunctive relief that
preliminarily and permanently enjoins the Offer; (2) rescinds the Offer if it is consummated; (3)
directs the Defendants to account to Plaintiff Corica and other members of the class for all
damages and any profits and other special benefits obtained by the Defendants as a result of
director defendants breaches of their fiduciary duties; and (4) awards Plaintiff Corica the costs
of the CJC Action, including the fees and expenses of Plaintiff Coricas attorneys and experts.
Global Med believes the CJC Action is without merit and plans to vigorously defend against it.
On February 17, 2010, a shareholder of Global Med, Joseph F. Sham (Plaintiff Sham), filed a
purported class action lawsuit in the District Court Jefferson County in Golden, Colorado (the JFS
Action), against the Defendants. The JFS Action purports to be brought individually and on behalf
of all holders of Shares (other than the Defendants). The JFS Action alleges, among other things,
that the Individuals breached their fiduciary duties to Global Meds shareholders, that the bidding
mechanism was inadequate, that the Individuals failed to take reasonable steps to maximize the
value realizable for the Shares, and that the price offered is unconscionable, unfair, and
inadequate and constitutes unfair dealing. The JFS Action also alleges that Acquisition Sub,
Haemonetics and Global Med aided and abetted such alleged breach. Based on these allegations, the
JFS Action seeks judgment that, among other relief: (1) provides injunctive relief against
consummation of the Merger Agreement; (2) awards monetary and/or rescissory damages; and (3) awards
Plaintiff Sham the costs of the JFS Action, including the fees and expenses of Plaintiff Shams
attorneys and experts. Global Med believes the JFS Action is without merit and plans to vigorously
defend against it.
Also on February 17, 2010, a shareholder of Global Med, Robert OBrien (Plaintiff OBrien), filed
a purported class action lawsuit in the District Court Jefferson County in Golden, Colorado (the
OBrien Action), against the Defendants and Gerald Willman, Jr. (an officer of Global Med). The
OBrien Action purports to be brought individually and on behalf of all holders of Shares (other
than the Defendants and Mr. Willman). The OBrien Action alleges, among other things, that the sale
of Global Med at the specified price is unfair and inadequate to Global Med shareholders, that the
Merger Agreement contains terms that discourage other bidders from making successful competing
offers, that certain of the Individuals were motivated to secure personal benefits, including
employment agreements and change in control benefits, and that the Individuals breached their
fiduciary duties in approving the Merger. The OBrien Action also alleges that Acquisition Sub,
Haemonetics and Global Med aided and abetted such alleged breach. Based on these allegations, the
OBrien Action seeks judgment that, among other relief: (1) provides injunctive relief against
consummating the Merger; (2) directs the Individuals to exercise their fiduciary duties to obtain a
transaction providing the best possible terms and consideration for Global Meds shareholders; and
(3) awards Plaintiff OBrien the costs of the OBrien Action, including the fees of Plaintiff
OBriens attorneys and experts. Global Med believes the OBrien Action is without merit and plans
to vigorously defend against it.
On March 9, 2010, Plaintiff Corica, Plaintiff Sham and Plaintiff OBrien (together, the
Consolidated Plaintiffs), having sought consolidation of the CJC Action, the Sham Action and the
OBrien Action pending in the District Court of Jefferson County in Golden, Colorado, jointly filed
in each of these three lawsuits an amended class action complaint against the Defendants (the
Amended Complaint). On March 10, 2010, the court entered an order consolidating the three
actions. The consolidated action is captioned Carmelo J. Corica, Joseph F. Sham and Robert OBrien
v. Michael Ruxin et al., Case Nos. 10CV673, 10CV801, 10CV802. The Amended Complaint aggregates and
restates the allegations and causes of action of the CJC Action, the JFS Action and the OBrien
Action. Additionally, the Consolidated Plaintiffs claim that the Individuals breached their
fiduciary duties to Global Meds shareholders by failing to make allegedly material disclosures to
the shareholders in Global Meds Schedule 14D-9 concerning additional details underlying the
fairness opinion of St. Charles Capital, LLC delivered to Global Med and certain background
information. Further, the Amended Complaint alleges that the Individuals approved the proposed
transaction in order to provide liquidity to Global Meds largest stockholder. Based on these
allegations, the Amended Complaint seeks judgment that, among other relief: (1) provides injunctive
relief that preliminarily and permanently enjoins the Offer; (2) rescinds the Offer if it is
consummated; (3) directs the Defendants to account to the Plaintiff and other members of the class
for all damages and any profits and other special benefits allegedly obtained by the Defendants as
a result of the Individuals alleged
15
breaches of their fiduciary duties; and (4) awards the
Consolidated Plaintiffs the costs of the action, including fees and expenses of the Consolidated
Plaintiffs attorneys and experts. We believe that the Amended Complaint is without merit and plan
to vigorously defend against it.
On March 10, 2010, the Consolidated Plaintiffs filed a motion seeking a temporary restraining order
to enjoin the Offer. The Consolidated Plaintiffs claim that (1) without a temporary restraining
order there is a likelihood of irreparable harm
to the Consolidated Plaintiffs and no adequate remedy at law, (2) the Consolidated Plaintffs have a
substantial likelihood of success on the merits, (3) the threatened injury to the Consolidated
Plaintiffs and other shareholders outweighs any possible harm to Defendants, and (4) the granting
of the injunction will not disserve the public interest. We believe that the motion for a
temporary restraining order is without merit and plan to vigorously defend against it.
The Company is incurring substantial costs in connection with the actions commenced by the
Consolidated Plaintiffs. The Companys articles of incorporation, as amended and restated, and its
bylaws, as well as separate indemnification agreements entered into between the Company and the
Individuals, provide for the the indemnification of the Individuals by the Company under certain
circumstances. The costs being incurred by the Company include defense expenses and costs that the
Company is required to advance on behalf of the Individuals pursuant to these obligations.
|
|
|
ITEM 4. |
|
(Removed and Reserved) |
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Market Information
Our common stock trades on the OTC Bulletin Board. OTC Bulletin Board Market quotations reflect
inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily
represent actual transactions.
The following table sets forth the quarterly high and low bid prices for our common stock for the
two years ended December 31, 2009 and 2008, as reported by www.otcbb.com.
COMMON STOCK
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
HIGH |
|
LOW |
First Quarter (January 2009 to March 2009) |
|
$ |
0.91 |
|
|
$ |
0.31 |
|
Second Quarter (April 2009 to June 2009) |
|
$ |
0.80 |
|
|
$ |
0.41 |
|
Third Quarter (July 2009 to September 2009) |
|
$ |
1.10 |
|
|
$ |
0.57 |
|
Fourth Quarter (October 2009 to December 2009) |
|
$ |
0.92 |
|
|
$ |
0.60 |
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
HIGH |
|
LOW |
First Quarter (January 2008 to March 2008) |
|
$ |
1.31 |
|
|
$ |
0.75 |
|
Second Quarter (April 2008 to June 2008) |
|
$ |
1.58 |
|
|
$ |
1.03 |
|
Third Quarter (July 2008 to September 2008) |
|
$ |
1.49 |
|
|
$ |
0.96 |
|
Fourth Quarter (October 2008 to December 2008) |
|
$ |
1.25 |
|
|
$ |
0.55 |
|
As of March 3, 2010, we had approximately 144 holders of record of our common stock.
16
Dividends
Common Stock
Since inception, we have not paid any dividends on our common stock and do not anticipate paying
such dividends in the foreseeable future. We intend to retain earnings, if any, to finance our
operations or make acquisitions. In accordance with the terms of our Series A Convertible Preferred
Stock (Series A), we cannot issue dividends on the common stock while the Series A is outstanding
unless an equal dividend is declared on the Series A. The dividend on the Series A would be
calculated by determining the number of shares of common stock the Series A is convertible
into and then
applying the same dividend to the Series A that was provided to the common shareholders. The
payment of dividends in the future would also be subject to the written approval of our lenders.
Preferred Stock
As of March 3, 2010, 3,960 shares of Series A were outstanding. No dividends have been paid on the
Series A. We currently do not intend to pay any dividends on the Series A.
Equity Compensation Plan Information
The following table details equity securities authorized for issuance as of December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities |
|
|
|
|
|
|
|
|
|
|
remaining available for |
|
|
|
|
|
|
Weighted average |
|
future issuance under |
|
|
Number of securities to |
|
exercise price of |
|
equity compensation |
|
|
be issued upon exercise |
|
outstanding |
|
plans (excluding |
|
|
of outstanding options, |
|
options, warrants |
|
securities reflected in |
|
|
warrants and rights |
|
and rights |
|
column (a) |
|
|
(a) |
|
(b) |
|
(c) |
Equity compensation
plans approved by
stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
2001 Stock Option Plan |
|
|
6,071,937 |
|
|
$ |
0.89 |
|
|
|
4,011,242 |
|
|
Equity compensation
plans not approved by
stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 Stock Option Plan |
|
|
50,000 |
|
|
$ |
1.50 |
|
|
|
2,856,414 |
|
|
Other Stock Options |
|
|
300,000 |
|
|
$ |
1.16 |
|
|
|
|
|
|
Warrants |
|
|
10,072,292 |
|
|
$ |
0.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
16,494,229 |
|
|
$ |
0.78 |
|
|
|
6,867,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
17
The number of shares of common stock available for issuance or already issued under the terms of
the existing stock option grants or under the 2001 Stock Option Plan and 2003 Stock Option Plan are
subject to adjustment under certain conditions that include the declaration of stock dividends, or
stock splits, etc.
The Companys 2001 Stock Option Plan (2001 Plan) provides for the issuance of options to purchase
up to 10 million registered shares of Common Stock to employees, officers, directors and
consultants of the Company. Options may be granted as incentive stock options or as nonqualified
stock options. Only employees of the Company are eligible to receive incentive options. The 2001
Plan expires on December 28, 2010. As of December 31, 2009, options to purchase 6,072,000 shares of
Common Stock at a weighted average exercise price of $0.89 per share were outstanding under the
2001 Plan, of which 5,508,000 options were exercisable at December 31, 2009. Options granted under
the 2001 Plan vest on a straight-line basis, based on schedules determined by the Board and
generally expire 10 years after grant. During fiscal year 2009, the Company issued 140,000 stock
options, 60,000 were exercised, and 225,000 options were cancelled or expired under the 2001 Plan.
The Companys 2003 Stock Option Plan (2003 Plan) provides for the issuance of stock options
exercisable to purchase up to 5,000,000 registered shares of Common Stock to employees, officers,
directors and consultants. As of December 31, 2009, there were options to purchase 50,000 shares
under the 2003 Plan that were issued to such persons. The weighted average exercise price for these
options is $1.50 per share. All of these options were exercisable as of
December 31, 2009. During fiscal year 2009, approximately 613,000 options were exercised and
approximately 1,247,000 options under this plan were cancelled or expired.
During the year ended December 31, 2009, approximately 95,000 options were exercised under the
Companys Second Amended and Restated 1997 Stock Option Plan (1997 Plan). There were no options
outstanding under the 1997 Plan as of December 31, 2009. Stock options can no longer be issued
under the 1997 Plan.
The Company also periodically grants options to purchase shares of restricted Common Stock. The
shares underlying these options are not registered under the Securities Act and do not fall under a
particular plan. There were no issuances or exercises of these options to purchase Common Stock in
fiscal year 2009. As of December 31, 2009, there were options to purchase 300,000 shares of Common
Stock at a weighted average exercise price of $1.16 per share outstanding. All 300,000 of these
options were exercisable at December 31, 2009.
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ITEM 6. |
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SELECTED FINANCIAL DATA |
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934
and are not required to provide information under this item.
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ITEM 7. |
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion of our financial condition and results of operations should be read in
conjunction with our audited financial statements and related notes included in Part II, Item 8 of
this Annual Report on Form 10-K. This discussion contains forward-looking statements, the accuracy
of which involves risks and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the risks faced by us
described in Part I, Item 1A RISK FACTORS.
GENERAL
Global Med is an international medical software company which develops regulated and non-regulated
products and services for the healthcare industry. We are a leading provider of blood and
laboratory systems and services and our products are deployed in 20 countries and serve over 2,100
transfusion centers, blood banks and laboratories.
On January 31, 2010, Global Med, entered into an Agreement and Plan of Merger (the Merger
Agreement) with Haemonetics Corporation, a Massachusetts corporation (Haemonetics), and Atlas
Acquisition Corp., a Colorado corporation and a wholly-owned subsidiary of Haemonetics (the
Acquisition Sub). Under the terms of the Merger Agreement, Acquisition Sub commenced a tender
offer for shares of Global Meds common
stock, par value $0.01 per share (the Global Med Common
Stock), at a price of $1.22 per share, net to the holders of Global Meds Common
18
Stock in cash,
and for shares of Global Meds Series A Convertible Preferred Stock, par value $0.01 per share
(Global Med Preferred Stock), at a price of $1.22 per share on a converted to common stock basis,
net to the holders of Global Med Preferred Stock in cash (the Offer). The Offer commenced on
February 19, 2010 and will expire at 12:00 midnight, Boston Massachusetts time, on March 18, 2010,
subject to certain extension rights and obligations set forth in the Merger Agreement. The Offer is
conditioned on the tender of a majority of the outstanding shares of Global Med Common Stock and
Global Med Preferred Stock and other customary conditions. Based on Global Meds approximately
50 million diluted common equivalent shares outstanding, the estimated net value of the transaction
is approximately $61 million.
Following the consummation of the Offer and subject to the satisfaction or waiver of the conditions
set forth in the Merger Agreement, the Acquisition Sub will merge into Global Med (the
Merger) and Global Med shall continue as the surviving corporation. The closing of the
Merger is subject to approval by holders of a majority of the then outstanding shares of Global Med
Common Stock and Global Med Preferred Stock. The parties, however, have agreed that in the event
that Acquisition Sub acquires at least 90% of the outstanding shares of each of Global Med Common
Stock and Global Med Preferred Stock then outstanding on a fully diluted basis, pursuant to the
Offer or otherwise, the parties shall take all necessary and appropriate action to cause the Merger
to become effective as soon as practicable without a meeting of shareholders of Global Med or the
solicitation of written consents of such shareholders, in accordance with applicable laws.
Following the announcement of the Merger Agreement, several lawsuits were filed against the
Company, Acquisition Sub, Haemonetics, Michael I. Ruxin, M.D., Thomas F. Marcinek, Sarah L. Eames,
T. Kendall Hunt and Robert R.
Gilmore. (Dr. Ruxin, Mr. Marcinek, Ms. Eames, Mr. Hunt and Mr. Gilmore, collectively, the
Individuals and together with the Company, Acqusition Sub, and Haemonetics, the Defendants).
These actions allege, among other things, that the Individuals breached their fiduciary duties to
Global Meds stockholders, that the bidding mechanism was inadequate, and that the Individuals
failed to take reasonable steps to maximize the value realizable for the shares of common stock.
These actions were consolidated on March 10, 2010 into a single lawsuit. The plaintiffs seek,
among other relief: (1) injunctive relief against Acquisition Subs acquisition of the Companys
shares through its cash tender offer; (2) monetary and/or rescissory damages; and (3) costs of the
action, including the fees and expenses of attorneys and experts. On March 11, 2010, the
plaintiffs filed a motion to seek a temporary restraining order to enjoin the Offer. The Company
believes that these actions are without merit and plans to vigorously defend against them. See the
section entitled Legal Proceedings in Part I, Item 3 of this Annual Report on Form 10-K for
further discussion.
Business Strategy
Global Meds goal is to become a global supplier of critical health management information
software. We plan to achieve this goal through a combination of organic growth and strategic
acquisitions.
Our organic growth strategy for marketing and selling our products and services is two pronged:
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1. |
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Direct selling to customers through our internal sales force; and |
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2. |
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Marketing and selling through Channel Partners that are established in
blood donor hospital markets. |
In addition to increasing revenues and cash flows through our direct sales efforts and channel
partner relationships, we are focused on adding new channel partners and strategic alliances and
developing new products and adding enhanced functionality to our existing product mix to attract
and maintain customers.
Global Meds acquisition strategy is to purchase companies that sell software products that
complement our current product mix, particularly companies focused on critical health management.
We may use either equity or debt financing or our cash to make acquisitions.
19
Overview
Global Med designs, develops, markets and supports information management software products for
blood banks, hospitals, centralized transfusion centers and other health care related facilities.
We sell various core products and their related components through our Wyndgate division:
SafeTrace, SafeTrace Tx, and our ElDorado product suite. SafeTrace is used by blood centers and
hospitals to track blood donations. SafeTrace Tx is used primarily by hospitals and centralized
transfusion services to help insure the quality of blood transfused into patient-recipients. Both
products are designed to help the users comply with quality and safety standards of the FDA for the
collection and management of blood and blood products. ElDorado Donor is intended as a
comprehensive blood management software application designed to provide for the information system
needs of blood banks and donor centers. Donor Doc is an electronic history questionnaire that
assists in the blood donor screening process.
We acquired our Inlog S.A. subsidiary on June 26, 2008 for $10.9 million in a combination of cash
and stock. We are also contingently obligated to pay up to $1.481 million in earn out
consideration over the next five years. Inlog has been developing, implementing, and supporting
its blood bank information management solutions since 1992 and currently supplies over 800 sites in
15 countries with its products. Its product line consists of five primary products: EdgeBlood
(for the donor center market), EdgeTrace (for the hospital transfusion market), EdgeLab (a
laboratory information system LIS), EdgeCell (cellular therapy for tissue banks, stem cell
centers and cord blood centers) and SAPA (a regulatory compliance and document management
solution). Inlog performed the national installation of its EdgeBlood product in France where all
of that countrys 2.5 million annual blood donations are transacted through EdgeBlood including
blood collections, infectious disease testing, component manufacturing and distribution. In
addition to France, Inlog has software applications in Germany, Austria, Belgium, Switzerland,
Greece and Monaco, among other countries.
Our eDonor product, which we acquired on August 1, 2008 with the acquisition of substantially all
of the assets of Blueridge Solutions, L.C., for $3.5 million in cash and the issuance of $1.5
million of our common stock is a web-based
donor relationship management system that integrates recruitment, scheduling, retention and
fulfillment for blood donation centers of all sizes. As of December 31, 2009, eDonor was in use at
93 sites.
We derive our revenues from the sale of software licenses, annual maintenance fees, implementation
fees, consulting fees and other value added support services. Annual maintenance fees represented
over 55% of our revenue for the year ended December 31, 2009. Our maintenance services are
generally sold under multi-year agreements. As such, they represent a fairly stable recurring
revenue source for us as software maintenance tends to be a nondiscretionary expenditure for our
customers. The majority of our software is sold under a perpetual license with a one-time license
fee. Our software license fee revenue, which represented 16% of our revenue for the year ended
December 31, 2009 can fluctuate from period to period based on our customers buying decisions. In
addition, our ability to recognize software license fees can be impacted by contract terms and the
application of accounting rules for revenue recognition to contracts that include deliverable and
non-deliverable software products, service for modification or customization of our software,
acceptance criteria and other contingencies.
We maintain a sales backlog which represents software and services sold under signed contracts,
which have not yet been recognized as revenue. As of December 31, 2009, our backlog balance
included $3.687 million related to contracted software sales and $5.866 million related to
implementation, training, validation and other services. We expect the revenue from our sales
backlog will be recognized in 2010 and 2011, with the majority occurring in 2010.
Cost of revenue includes the employee costs and direct expenses of the departments that provide
maintenance, implementation, consulting and other value added support services. It also includes
third-party software costs when third-party software is bundled with our software solutions.
General and administrative expenses include the employee costs and the direct expenses of our
executive and support functions, plus other general corporate expenses such as accounting and legal
fees and corporate governance costs. Selling and marketing expenses include employee costs,
commissions, the direct expenses of our sales and marketing department, plus advertising, marketing
and trade show expenses. Research and development includes the employee and direct costs of our
research and development department that are incurred prior to new products achieving technological
feasibility. Costs incurred after a new product reaches technological feasibility are capitalized
as software development costs and amortized over the life of the product. Software amortization is
included in depreciation and amortization.
20
Critical Accounting Policies and Estimates
Managements Discussion and Analysis of Financial Condition and Results of Operations discusses our
consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these financial statements
requires management to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.
Management bases its estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different assumptions or
conditions. As described by the Securities and Exchange Commission, critical accounting estimates
and assumptions are those that may be material due to the levels of subjectivity and judgment
necessary to account for highly uncertain matters or the susceptibility of such matters to change
and that may have a material impact on the financial condition or operating performance of the
company. Based on this definition, we believe the following are our critical accounting policies
and estimates.
Revenue Recognition
We recognize revenue in accordance with the provisions of Accounting Standards Codification (ASC)
985-605, Software Revenue Recognition (formerly referenced to as SOP No. 97-2, Software Revenue
Recognition). Our standard software license agreement provides for an initial fee to use the
product in perpetuity up to a maximum number of users. Fees from software licenses are recognized
as revenue upon shipment, provided fees are fixed and determinable and collection is probable. Fees
from licenses sold together with consulting services are generally recognized upon shipment
provided the above criteria have been met, payment of the license fees is not dependent upon the
performance of the consulting services and the consulting services are not essential to the
functionality of the licensed software. In instances in which the consulting services are not
essential to the functionality of the software but payment of the license fee is due at the earlier
of the performance of specific consulting services or the passage of time, the license fee is
recognized ratably over the anticipated period of performance of the services or ratably over the
license fee billing period, whichever is more readily determinable.
For arrangements with multiple elements, we allocate revenue to each element of a transaction based
upon its fair value as determined by vendor specific objective evidence. Vendor specific
objective evidence of fair value for all elements of an arrangement is based upon the normal
pricing and discounting practices for those products and services when sold separately and for
software license updates and product support services, and is additionally measured by the renewal
rate offered to the customer. We may modify our pricing practices in the future, which could result
in changes in our vendor specific objective evidence of fair value for these undelivered elements.
As a result, our future revenue recognition for multi-element arrangements could differ
significantly from our historical results.
In those instances in which vendor specific objective evidence exists for the undelivered elements
but does not exist for the delivered elements, we use the residual method. Under the residual
method, the total fair value of the undelivered elements, as indicated by vendor-specific objective
evidence, is recorded as unearned, and the difference between the total arrangement fee and the
amount recorded as unearned for the undelivered elements is recognized as revenue related to the
delivered elements.
If an arrangement does not qualify for separate accounting of the software license and consulting
transactions, then new software license revenue is generally recognized together with the
consulting services based on contract accounting using the percentage-of-completion method.
Contract accounting is generally applied to arrangements when services include significant
modification or customization of the software. Progress towards completion is generally measured
based on hours incurred versus projected total hours. The projected costs associated with contract
accounting are accrued at rates consistent with the revenue recognized under the percentage of
completion method.
For those customer accounts for which revenue has been earned except that collectability of the
amount is not deemed reasonably assured, we recognize revenues related to these accounts in the
period cash is received.
21
Certain of our contracts include warranties that provide for refunds of all or a portion of the
software license and/or other fees in the event that we are unable to provide maintenance services,
for which there is a separate fee, for the contractually prescribed period. Contracts with these
provisions are accounted for in accordance with the policies above.
We provide consulting services that include implementation, training and the performance of other
services to our customers. Revenue from such services is generally recognized ratably over the
period during which the applicable service is to be performed. In addition, we may recognize
certain implementation revenues based on hourly rates in effect on the contract multiplied by the
number of hours completed.
Support agreements generally call for us to provide technical support and software updates, on a
when-and-if-available basis to customers. Revenue on technical support and software update rights
is recognized ratably over the term of the support agreement.
Allowance for Doubtful Accounts
We maintain allowances for doubtful accounts for estimated losses resulting from the inability of
our customers to make payments for goods and services. We analyze accounts receivable aging,
customer credit-worthiness, and changes in our customer payment trends when evaluating the adequacy
of the allowance for doubtful accounts. The allowance is based on a specific review of all
significant past-due accounts and on a general reserve analysis. If the financial condition of our
customers deteriorates, resulting in an impairment of their ability to make payments, additional
allowances may be required.
Allocation of Acquisition Purchase Prices
We allocated the purchase price to acquire Inlog and eDonor to identifiable intangible and tangible
assets and liabilities based on their estimated fair values at the date of acquisition with the
residual amount allocated to goodwill. Intangible assets include software, customer relationships,
trade-names and non-compete agreements. The fair value of these assets was estimated based on the
discounted future cash flow using managements assumptions about future operating results and cash
discount rates. We also used our projections to estimate the useful life of these intangible
assets and are amortizing the estimated fair values of intangibles over our estimated useful lives.
The use of other assumptions could have produced different results with a corresponding adjustment
to intangible assets, amortization expense and goodwill. Goodwill represents the excess of the
purchase price over the estimated fair value of the net tangible and intangible assets acquired.
Goodwill and trade names are deemed to have an indefinite life and are not amortized but are
subject to
impairment tests. We will test goodwill for impairment on at least an annual basis using a
two-step process based on an evaluation of Inlog and eDonors estimated fair value using discounted
cash flow modeling. The first step is a screen for potential impairment, while the second step
measures the amount of the impairment, if any.
Capitalized Software Costs
We invest substantial capital and human resources to enhance our existing healthcare information
products and to develop new products. Costs of research and development, principally the design
and development of software prior to the determination of technological feasibility, are expensed
as incurred. Once technological feasibility has been established, we capitalize further
development costs which typically consist primarily of coding as capitalized software development
costs and amortize such costs over the estimated useful life of the software product. The
determination of technological feasibility is inherently subjective, and different interpretations
could change the value of capitalized software, amortization expense and research and development
costs.
Income Tax Valuation Allowance
At December 31, 2009, we had U.S. state and foreign net operating loss carry forwards available to
offset future taxable income in the respective jurisdictions. Codification 740-10, Accounting for
Income Taxes, requires that valuation reserves be established for deferred tax assets if it is more
likely than not that the assets will not be realized. We have provided valuation reserves on our
net operating loss carry forwards for the amount of net deferred assets in excess of the net
operating loss we expect to utilize in 2010.
22
YEAR ENDED DECEMBER 31, 2009 COMPARED TO YEAR ENDED DECEMBER 31, 2008
Revenues. Revenues are comprised primarily of license fees, maintenance and usage fees, and
implementation and consulting services revenues.
Revenues for the year ended December 31, 2009 increased by $8.419 million or 36% to $31.788 million
from $23.369 million for the year ended December 31, 2008. Our acquisitions of Inlog on June 26,
2008, eDonor on August 1, 2008, and Hemo-Net on November 1, 2009 respectively, accounted for $8.303
million of the increase. Our Wyndgate and PeopleMed revenues increased $116 thousand, or 1% over
the year ended December 31, 2008.
The table below shows the percentage of our total reported revenues for the period.
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2009 |
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2008 |
Maintenance |
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55.1 |
% |
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50.5 |
% |
Consulting services |
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26.7 |
% |
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25.2 |
% |
Software license fees |
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16.0 |
% |
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21.0 |
% |
PeopleMed |
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2.2 |
% |
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3.3 |
% |
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Total revenue |
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100 |
% |
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100 |
% |
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At December 31, 2009, our sales backlog totaled $9.553 million compared to $9.947 million at
December 31, 2008. Backlog represents software and services sold under signed contracts, which
have not yet been recognized as revenue. The December 31, 2009 backlog balance included $3.687
million related to contracted software sales and $5.866 million related to implementation,
training, validation and other services. At December 31, 2008, our backlog included $3.451 million
related to contracted software sales and $6.496 million related to implementation, training,
validation and other services.
Cost of revenue. Cost of revenues increased $3.550 million or 39% to $12.708 million for the year
ended December 31, 2009 from $9.158 million for the year ended December 31, 2008. Acquisitions
accounted for $4.062 million of the increase. The increase from acquisitions was partially offset
by a $511 thousand, or 8%, decrease in cost of revenues from Wyndgate and PeopleMed, primarily due
to a decline in third party software sales, travel and employee benefit cost reductions.
Gross profit. Gross profit increased $4.869 million or 34% to $19.080 million for the year ended
December 31, 2009 from $14.211 million for the year ended December 31, 2008 with acquisitions
accounting for $4.241 million of the increase. Gross profit as a percentage of total revenue
decreased to 60.0% for the year ended December 31, 2009 from 60.8% for the year ended December 31,
2008.
General and administrative. General and administrative expenses increased $1.366 million or 25% to
$6.888 million for the year ended December 31, 2009 compared to $5.522 million for the year ended
December 31, 2008, with acquisitions accounting for $532 thousand of the increase. The increase
from Wyndgate and PeopleMed was primarily due to an increase of $409 in labor-related costs, legal
fee accruals of $328 primarily related to the Haemonetics acquisition, and an increase of $80
thousand in bonuses.
Legal accrual. In 2005, the Company had expensed and accrued $1.004 million in legal expenses
related to the uncertainty associated with the Lawsuit. The Lawsuit has been settled and claims
have been released. The Company reversed the $1.004 million accrual during the year ended December
31, 2009. This reversal represented a non-cash, non-recurring transaction for the year ended 2009.
There was no such comparable expense in the year ended December 31, 2008. See the section Legal
Proceedings for further discussion.
Sales and marketing. For the year ended December 31, 2009, sales and marketing expenses increased
$782 thousand or 20% to $4.677 million for the year ended December 31, 2009 compared to $3.895
million for the year ended December 31, 2008. Our acquisitions of Inlog and eDonor accounted for
$1.088 million of the increase which was partially offset by a $306 thousand decrease in costs from
Wyndgate and PeopleMed, comprised primarily of decreased promotional, trade show, and consulting
service costs.
23
Research and development. Research and development expenses increased $572 thousand or 15% to
$4.396 million for the year ended December 31, 2009 compared to $3.824 million for the year ended
December 31, 2008. The acquisitions of Inlog and eDonor accounted for $1.158 million of the
increase, which was partially offset by a $586 thousand, or 22%, decrease related to Wyndgate and
PeopleMed. This decrease related primarily to the allocation of approximately $378 thousand to
cost of revenue resulting from the assignment of employees from research and development
assignments in 2008 to maintenance and technical support functions in 2009. Other decreases in 2009
research and development costs included decreased consulting services of $184 thousand.
Depreciation and amortization. Depreciation and amortization of software and intangibles
costs for the year ended December 31, 2009 and 2008 were $1.418 million and $794 thousand,
respectively. Acquisitions accounted for $619 thousand of the increase which primarily represented
amortization of purchased software and intangibles.
Income from operations. Our income from operations for the year ended December 31, 2009
was $2.705 million compared to $176 thousand for the year ended December 31, 2008. Our acquisitions
produced a combined loss from operations of $457 thousand, net of $1.194 million in depreciation
and amortization of purchased intangibles. Wyndgate and PeopleMed produced income from operations
of $3.162 million for the year, an increase of $2.177 million from December 31, 2008. The increase
resulted primarily from cost containment measures that reduced total cost of revenue by 8% and
operating expense by 16% which includes the reversed expense related to the Companys $1.004
million legal accrual. Without the reversal of the legal accrual, our income from operations would
have been $1.701 million instead of $2.705. See section Legal Proceedings for further discussion.
Interest income. Interest income for the years ended December 31, 2009 and 2008 was $33 thousand
and $115 thousand, respectively. The lower interest income resulted primarily from lower interest
rates.
Interest expense. Interest expense was $741 thousand and $411 thousand for the years ended
December 31, 2009 and 2008, respectively. Interest expense increased as a result of the additional
debt associated with financing our Inlog and eDonor acquisitions. Interest expense for 2009
includes $209 thousand in non-cash amortization. This expense is comprised of $113 thousand in
imputed interest on the interest bearing obligations to the Inlog sellers and $96 thousand in
amortization of debt discounts related to our acquisitions.
Provision for income taxes. We had income of $1.997 million for the year ended December 31, 2009
and recorded a provision for income taxes in the amount of $519 thousand. Income taxes in 2009
benefited from the reversal of a portion of the valuation reserve related to utilization of net
operating losses for federal and state taxes.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operations for the year ended December 31, 2009 was $2.793 million. The
primary components of the reconciliation of net income of $1.478 million to net cash in operations
included the add-back of non-cash charges for depreciation and amortization of $1.418 million,
amortization of financing costs of $209 thousand, stock-based
compensation of $233 thousand, a provision for bad debt expense of $87 thousand, and deductions for
deferred income taxes of $96 thousand and a $235 thousand related to excess tax benefits associated
with equity compensation. These non-cash charges (benefits) were offset by an increase in working
capital, net of acquisitions of $301 thousand. The operating cash flows of our Inlog subsidiary are
highly seasonal as the majority of its annual maintenance and support fees are billed and collected
during the first quarter, while the fourth quarter is characterized by annual cash outflows for
taxes and mandated employee-related payments. Consequently, Inlogs cash flows tend to be the
highest during the first half of the year and the lowest during the second half of the year. Due
to Inlogs significance, our consolidated cash flows from operations are expected to follow this
pattern.
Our investing activities resulted in a net cash outflow of $593 thousand for the year ended
December 31, 2009, which was principally comprised of $201 thousand for the purchase of property
and equipment, $198 thousand for capitalized software development, $62 thousand in costs associated
with capitalized patents and $132 thousand related to acquisitions.
24
Cash used in financing activities for the year ended December 31, 2009 was $1.473 million, which
was comprised of the repayment of long-term debt totaling $1.673 million, tax associated with the
cashless exercise of options of $241 thousand, partially offset by cash received from the exercise
of options and warrants of $206 thousand and a $235 thousand increase associated with the excess
tax benefit associated with equity compensation. Effective March 19, 2009, we amended our loan
agreements with Silicon Valley Bank and Partners for Growth II LLP relating to our revolving line
of credit, term loan and subordinated term loan in the aggregate gross amount of $7.5 million. The
amendments waived our failure to comply with specified loan covenants for the quarter ended
December 31, 2008 and modified the liquidity ratio and free cash flow covenants for the remaining
term of the agreements. The amendments increased the annual interest rate by 0.5% on our revolving
credit line and term loan. In connection with the amendment with our subordinated lender, we agreed
to amend the exercise price of the lenders warrant to $0.72 per share and to pay a one-time cash
payment of $30,450 and a waiver fee of $2,500.
The net effect of foreign exchange rates on changes in cash was an increase of $39 thousand.
As of December 31, 2009, we had cash and cash equivalents of $5.238 million. Based on our sales
backlog at December 31, 2009 and our current projections, we believe that our cash reserves and
expected positive cash flow from operations will be adequate to meet our typical operating needs,
capital expenditure requirements and contractual obligations at least through 2010, apart from any
significant expenses we may incur in connection with the potential acquisition of the Company by
Haemonetics Corporation. However, worsening general economic conditions or a prolonged recession
could reduce our revenue and cash receipts to a point that they would not be sufficient to meet our
operating needs and other obligations. The Company is incurring substantial costs in connection
with the actions commenced by the Consolidated Plaintiffs, including defense expenses and costs
that the Company is required to advance on behalf of the Individuals. In addition, there are
certain conditions under which if our acquisition with Haemonetics Corporation does not occur that
the Company could be required to pay up to $2.6 million to Haemonetics Corporation and reimburse
Haemonetics for its expenses incurred in connection with the transactions contemplated by the
Merger Agreement up to $500,000 in the aggregate. These costs and expenses could materially and
adversely impact the Companys liquidity and could, under certain circumstances, result in the
violation of certain debt covenants and an acceleration of the Companys debt obligations, or the
Company could be required to raise outside financing to meet its operating and liquidity needs. We
are prepared to take action to further reduce our operating costs or take other measures to
increase or maintain our liquidity. While we currently have no plans to raise additional capital,
we may need to raise additional capital through future debt or equity financing and there can be no
assurances that such capital will be available or available at favorable rates, or that our current
lenders would allow us to borrow additional money under the terms of our existing loan agreements.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
In June 2009, the Financial Accounting Standards board (FASB) issued Statement of Financial
Accounting Standard (SFAS) 168 The FASB Accounting Standards CodificationTM and the
Hierarchy of Generally Accepted Accounting Principles, a replacement of SFAS 162. SFAS 168
provides that the FASB Accounting Standards Codification (the Codification) is the single source
of U.S. GAAP in the preparation of financial statements, except for rules and
interpretive releases of the SEC under authority of federal securities laws, which are sources of
authoritative guidance for SEC registrants. The Codification was not meant to create new
accounting and reporting guidance, but rather to simplify user access to all authoritative
accounting guidance by reorganizing U.S. GAAP pronouncements into accounting topics within a
consistent organizational structure. The Codification supersedes all existing non-SEC accounting
and reporting standards and is effective for financial statements issued for interim and annual
periods ending after September 15, 2009.
Following SFAS 168, the FASB will no longer issue new standards in the form of Statements, FASB
Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting
Standards Updates (ASUs). The FASB will not consider ASUs as authoritative in their own right;
rather these updates will serve only to update the Codification, provide background information
about the guidance, and provide the bases for conclusions on the change(s) in the Codification. In
the description that follows, the Company will provide reference to both the Codification Topic
25
reference and the previously authoritative references, if applicable, in italics related to
Codification Topics and Subtopics, as appropriate.
(Included in Accounting Standards Codification ASC 805 Business Combination, previously known as
SFAS 141 (revised 2007), Business Combinations). In December 2007, the FASB issued Statement of
Financial Accounting Standards No. 141 (revised 2007), Business Combinations (SFAS 141(R)). SFAS
141(R) establishes principles and requirements for how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed, any non controlling
interest in the acquiree and the goodwill acquired. SFAS 141(R) also establishes disclosure
requirements to enable the evaluation of the nature and financial effects of the business
combination. SFAS 141(R) became effective for the Company on January 1, 2009. The adoption of SFAS
141(R) did not have a material impact on the Companys financial position, cash flows or results of
operations.
(Included in Accounting Standards Codification ASC 810 Consolidation, previously known as FASB
160). In December 2007, the FASB issued Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51 (SFAS 160). The standard changes
the accounting for noncontrolling (minority) interests in consolidated financial statements
including the requirements to classify noncontrolling interests as a component of consolidated
stockholders equity, and the elimination of minority interest accounting in results of
operations with earnings attributable to noncontrolling interests reported as part of consolidated
earnings. Additionally, SFAS 160 revises the accounting for both increases and decreases in a
parents controlling ownership interest. SFAS 160 was effective for the Company beginning January
1, 2009. The adoption of SFAS 160 did not have a material impact on the financial statements.
(Included in Accounting Standards Codification ASC 820 Fair Value Measurements and Disclosures,
previously known as SFAS 157, Fair Value Measurements). In January 2010, the FASB issued ASU
2010-6, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair
Value Measurements that amends ASC 820, Fair Value Measurements and Disclosures. ASU 2010-6
requires separate disclosure of significant transfers between Level 1 and Level 2 fair value
measurement inputs and a description of the reasons for the transfers. Entity is also required to
present separately information about purchases, issuance, and settlements in the reconciliation for
fair value measurements using Level 3 inputs. ASU 2010-6 amends existing disclosure requirements in
regards of level of disaggregation and inputs and valuation techniques. ASU 2010-6 is effective for
interim and annual reporting periods beginning after December 15, 2009, except for the disclosures
about activity in Level 3 fair value measurements that are effective for interim and annual periods
beginning after December 15, 2010. The Company does not expect ASU 2010-6 to have a material impact
on the Companys consolidated financial position and results of operations.
(Included in Accounting Standards Codification ASC 820 Effective Date of FASB Statement No. 157,
previously known as FASB Staff Position (FSP) SFAS No. 157-2, Effective Date of FASB Statement
No. 157). In February 2008, the FASB approved FASB Staff Position (FSP) SFAS No. 157-2,
Effective Date of FASB Statement No. 157, (FSP SFAS 157-2), which allows companies to elect a
one-year delay in applying SFAS 157 to certain fair value measurements, primarily related to
nonfinancial instruments. The Company elected the delayed adoption date for the portions of
SFAS 157 impacted by FSP SFAS 157-2. The partial adoption of SFAS 157 was prospective and did not
have a significant effect on the Companys consolidated financial statements. The Company adopted
the deferred portion of SFAS 157, applying its provisions to the nonrecurring fair value
measurements of its nonfinancial assets and liabilities on January 1, 2009, and this did not have a
material impact on the Companys financial statements.
(Included in Accounting Standards Codification ASC 350 previously known as FSP SFAS No. 142- an
amendment of FASB Statement No. 142, Goodwill and Other intangible Assets). In April 2008, the FASB
issued FSP SFAS No. 142-3, (FSP SFAS 142-3), which amends the factors that should be considered in
developing renewal or extension assumptions
used to determine the useful life of a recognized intangible asset under FASB Statement No. 142,
Goodwill and Other intangible Assets (SFAS 142). The intent of FSP SFAS 142-3 is to improve the
consistency between the useful life of a recognized intangible asset under SFAS 142 and the period
of expected cash flows used to measure the fair value of the asset under SFAS 141(R) and other U.S.
generally accepted accounting principles. FPS SFAS 142-3 requires an entity to disclose
information for a recognized intangible asset that enables users of the financial statements to
assess the extent to which the expected future cash flows associated with the asset are affected by
the entitys intent and/or ability to renew or extend the arrangement. FSP SFAS 142-3 is effective
for financial statements issued for fiscal years beginning
26
after December 15, 2008. The Company adopted FSP SFAS 142-3 on January 1, 2009. The adoption
of FSP SFAS 142-3 did not have a material impact on the Companys financial position or results of
operations.
(Included in Accounting Standards Codification ASC 825 Disclosures about Fair Value of Financial
Instrument previously known as FSP 107-1 and APB 28-1.) In April 2009, the FASB issued FSP SFAS
No. 107-1 (FSP 107-1) and Accounting Principles Board 28-1 (APB 28-1), Interim Disclosures
about Fair Value of Financial Instruments, which amends SFAS No. 107, Disclosures about Fair Value
of Financial Instruments (SFAS 107) and APB Opinion No. 28, Interim Financial Reporting,
respectively, to require disclosures about fair value of financial instruments in financial
statements, in addition to the annual financial statements as already required by SFAS 107. FSP
107-1 and APB 28-1 are required for interim periods ending after June 15, 2009. As FSP 107-1 and
APB 28-1 provide only disclosure requirements, the application of this standard will not have a
material impact on the Companys results of operations, cash flows or financial position.
(Included in Accounting Standards Codification ASC 855 Subsequent Events previously known SFAS
165). In May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS 165) which defines
further disclosure requirements for events which occur after the balance sheet date but before
financial statements are issued. SFAS 165 was effective for the Company beginning on April 1,
2009. Refer to the Subsequent Event section of Footnote 11 for information regarding material
events noted in this period.
(Included in Accounting Standards Update ASU 2009-13 Revenue Recognition) In October 2009, the
FASB amended the Accounting Standards Codification ASC 605 Multiple-Deliverable Revenue
Arrangements. As summarized in ASU 2009-13, ASC Topic 605 has been amended (1) to provide updated
guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be
separated, and the consideration allocated; (2) to require an entity to allocate revenue in an
arrangement using estimated selling prices of deliverables if a vendor does not have
vendor-specific objective evidence (VSOE) or third-party evidence of selling price; and (3) to
eliminate the use of the residual method and require an entity to allocate revenue using the
relative selling price method. The accounting changes summarized in ASU 2009-13 are effective for
fiscal years beginning on or after June 15, 2010, with early adoption permitted. Adoption may
either be on a prospective basis or by retrospective application. We believe adoption of this new
guidance will not have a material impact on our financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934
and are not required to provide information under this item.
ITEM 8. FINANCIAL STATEMENTS
Reference is made to the financial statements, the reports thereon and the notes thereto included
as a part of this Annual Report on Form 10-K, which financial statements, reports and notes are
incorporated herein by reference.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
27
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Global Med Technologies, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of Global Med Technologies, Inc. and
Subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of
operations and comprehensive income (loss), stockholders equity and cash flows for each of the
years in the two year period ended December 31, 2009. Global Med Technologies, Inc. and
Subsidiaries management is responsible for these consolidated financial statements. Our
responsibility is to express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Global Med Technologies, Inc. and Subsidiaries as of
December 31, 2009 and 2008, and the results of their operations and their cash flows for each of
the years in the two year period ended December 31, 2009 in conformity with accounting principles
generally accepted in the United States of America.
/s/ Ehrhardt Keefe Steiner & Hottman PC
Ehrhardt Keefe Steiner & Hottman PC
March 15, 2010
Denver, Colorado
28
GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
5,238 |
|
|
$ |
4,472 |
|
Marketable securities |
|
|
267 |
|
|
|
188 |
|
Accounts receivable-trade, net of allowance for uncollectible accounts
of $602 and $502, in 2009 and 2008, respectively |
|
|
6,242 |
|
|
|
6,257 |
|
Accrued revenues, net of allowance for uncollectible accounts of
$17 and $28, in 2009 and 2008 |
|
|
2,173 |
|
|
|
1,617 |
|
Prepaid expenses and other assets |
|
|
1,418 |
|
|
|
1,692 |
|
Prepaid income taxes |
|
|
62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
15,400 |
|
|
|
14,226 |
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
1,326 |
|
|
|
1,385 |
|
Software, net |
|
|
3,555 |
|
|
|
4,097 |
|
Intangibles, net |
|
|
1,526 |
|
|
|
1,642 |
|
Goodwill |
|
|
8,585 |
|
|
|
8,342 |
|
Deferred income taxes |
|
|
415 |
|
|
|
92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
30,807 |
|
|
$ |
29,784 |
|
|
|
|
|
|
|
|
Consolidated Balance sheets continued on next page
See accompanying notes to the consolidated financial statements
29
GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(In thousands except per share information (e.g. par values below))
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
1,071 |
|
|
$ |
1,248 |
|
Accrued expenses |
|
|
5,280 |
|
|
|
4,602 |
|
Accrued income taxes payable |
|
|
|
|
|
|
101 |
|
Deferred revenue |
|
|
6,563 |
|
|
|
6,361 |
|
Current portion of litigation accrual |
|
|
360 |
|
|
|
347 |
|
Current deferred income taxes |
|
|
956 |
|
|
|
461 |
|
Current portion of long-term debt, notes payable and capital
lease obligations |
|
|
1,257 |
|
|
|
1,168 |
|
Current portion of obligations to Inlog sellers, related party |
|
|
1,182 |
|
|
|
1,167 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
16,669 |
|
|
|
15,455 |
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligations |
|
|
5,743 |
|
|
|
6,763 |
|
Obligations to Inlog sellers, related party |
|
|
|
|
|
|
1,090 |
|
Litigation accrual |
|
|
|
|
|
|
1,004 |
|
Long-term deferred tax liability |
|
|
|
|
|
|
|
|
Other long-term liabilities |
|
|
103 |
|
|
|
61 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
22,515 |
|
|
|
24,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies (Note 11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders Equity : |
|
|
|
|
|
|
|
|
Convertible Preferred Stock Series A, $0.01 par value: Authorized shares 100; 5 and 6 issued and outstanding as of
December 31, 2009 and 2008, respectively |
|
|
5,060 |
|
|
|
5,948 |
|
Preferred Stock Series A, $0.01 par value: Authorized shares
90; none issued or outstanding |
|
|
|
|
|
|
|
|
Convertible Preferred Stock Series BB, $0.01 par value:
Authorized shares 675; none issued or outstanding |
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value: Authorized shares 5,725;
none issued or outstanding |
|
|
|
|
|
|
|
|
Common stock, $0.01 par value: Authorized shares 90,000;
issued and outstanding shares 36,631 and 34,067 at December
31, 2009 and 2008, respectively |
|
|
366 |
|
|
|
340 |
|
Additional paid-in capital |
|
|
62,258 |
|
|
|
60,311 |
|
Accumulated deficit |
|
|
(58,301 |
) |
|
|
(59,779 |
) |
Accumulated other comprehensive loss |
|
|
(1,091 |
) |
|
|
(1,409 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
|
8,292 |
|
|
|
5,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
30,807 |
|
|
$ |
29,784 |
|
|
|
|
|
|
|
|
See accompanying notes to the consolidated financial statements
30
GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except per share information)
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
Revenues |
|
|
|
|
|
|
|
|
License fees, maintenance, and usage fees |
|
$ |
22,621 |
|
|
$ |
16,706 |
|
Implementation and consulting services |
|
|
9,167 |
|
|
|
6,663 |
|
|
|
|
|
|
|
|
|
|
|
31,788 |
|
|
|
23,369 |
|
|
|
|
|
|
|
|
Cost of revenues |
|
|
|
|
|
|
|
|
License fees, maintenance and usage fees |
|
|
4,667 |
|
|
|
4,280 |
|
Implementation and consulting fees |
|
|
8,041 |
|
|
|
4,878 |
|
|
|
|
|
|
|
|
|
|
|
12,708 |
|
|
|
9,158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
19,080 |
|
|
|
14,211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
General and administrative |
|
|
6,888 |
|
|
|
5,522 |
|
Legal accrual reversal |
|
|
(1,004 |
) |
|
|
|
|
Sales and marketing |
|
|
4,677 |
|
|
|
3,895 |
|
Research and development |
|
|
4,396 |
|
|
|
3,824 |
|
Depreciation and amortization |
|
|
1,418 |
|
|
|
794 |
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
16,375 |
|
|
|
14,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
2,705 |
|
|
|
176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
Interest income |
|
|
33 |
|
|
|
115 |
|
Interest expense |
|
|
(741 |
) |
|
|
(411 |
) |
|
|
|
|
|
|
|
Total other income (expense) |
|
|
(708 |
) |
|
|
(296 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
1,997 |
|
|
|
(120 |
) |
Income tax expense |
|
|
(519 |
) |
|
|
(299 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
1,478 |
|
|
$ |
(419 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted net income (loss) per common share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.04 |
|
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
Diluted |
|
$ |
0.03 |
|
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
35,177 |
|
|
|
29,914 |
|
|
|
|
|
|
|
|
Diluted |
|
|
44,760 |
|
|
|
29,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income: |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
1,478 |
|
|
$ |
(419 |
) |
Foreign currency translation adjustments |
|
|
240 |
|
|
|
(1,008 |
) |
Unrealized gain (loss) on marketable securities |
|
|
78 |
|
|
|
(401 |
) |
|
|
|
|
|
|
|
Comprehensive Income (loss) |
|
$ |
1,796 |
|
|
$ |
(1,828 |
) |
|
|
|
|
|
|
|
See accompanying notes to the consolidated financial statement
31
GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
|
|
Preferred Stock Series |
|
Common Stock |
|
Additional |
|
Accumulated |
|
Comprehensive |
|
|
|
|
Shares |
|
Amount |
|
Shares |
|
Dollars |
|
Paid-in-Capital |
|
Deficit |
|
Income (Loss) |
|
Total |
|
|
|
|
|
|
|
|
|
Balances, December 31,
2007 |
|
|
8 |
|
|
$ |
7,735 |
|
|
|
26,674 |
|
|
$ |
267 |
|
|
$ |
54,288 |
|
|
$ |
(59,360 |
) |
|
|
|
|
|
$ |
2,930 |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
327 |
|
|
|
|
|
|
|
|
|
|
|
327 |
|
Exercise of options for cash |
|
|
|
|
|
|
|
|
|
|
651 |
|
|
|
6 |
|
|
|
484 |
|
|
|
|
|
|
|
|
|
|
|
490 |
|
Cashless exercise of options |
|
|
|
|
|
|
|
|
|
|
565 |
|
|
|
5 |
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
0 |
|
Issuance of common stock in
connection with Inlog
acquisition |
|
|
|
|
|
|
|
|
|
|
451 |
|
|
|
5 |
|
|
|
563 |
|
|
|
|
|
|
|
|
|
|
|
568 |
|
Issuance of common stock in
connection with eDonor
acquisition |
|
|
|
|
|
|
|
|
|
|
1,180 |
|
|
|
12 |
|
|
|
1,488 |
|
|
|
|
|
|
|
|
|
|
|
1,500 |
|
Exercise of warrants for cash |
|
|
|
|
|
|
|
|
|
|
1,308 |
|
|
|
13 |
|
|
|
948 |
|
|
|
|
|
|
|
|
|
|
|
961 |
|
Cashless exercise of warrants |
|
|
|
|
|
|
|
|
|
|
695 |
|
|
|
7 |
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
0 |
|
Issuance of warrants in
connection with financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81 |
|
|
|
|
|
|
|
|
|
|
|
81 |
|
Vesting of restricted stock |
|
|
|
|
|
|
|
|
|
|
61 |
|
|
|
|
|
|
|
86 |
|
|
|
|
|
|
|
|
|
|
|
86 |
|
Excess tax benefits associated
with stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
296 |
|
|
|
|
|
|
|
|
|
|
|
296 |
|
Conversion of Series A
Preferred Stock to common
shares |
|
|
(2 |
) |
|
|
(1,787 |
) |
|
|
2,482 |
|
|
|
25 |
|
|
|
1,762 |
|
|
|
|
|
|
|
|
|
|
|
0 |
|
Other comprehensive loss- net
unrealized loss/gain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(401 |
) |
|
|
(401 |
) |
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,008 |
) |
|
|
(1,008 |
) |
Net Loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(419 |
) |
|
|
|
|
|
|
(419 |
) |
|
|
|
|
|
Balances, December 31,
2008 |
|
|
6 |
|
|
$ |
5,948 |
|
|
|
34,067 |
|
|
$ |
340 |
|
|
$ |
60,311 |
|
|
$ |
(59,779 |
) |
|
$ |
(1,409 |
) |
|
$ |
5,411 |
|
|
|
|
|
|
Consolidated Statements of Stockholders Equity continued on next page
See accompanying notes to the consolidated financial statement
32
GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (continued)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid-in- |
|
|
Accumulated |
|
|
Accumulated
Other
Comprehensive
Income |
|
|
|
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Dollars |
|
|
Capital |
|
|
Deficit |
|
|
(Loss) |
|
|
Total |
|
Balances, December 31,
2008 |
|
|
6 |
|
|
$ |
5,948 |
|
|
|
34,067 |
|
|
$ |
340 |
|
|
$ |
60,311 |
|
|
$ |
(59,779 |
) |
|
$ |
(1,409 |
) |
|
$ |
5,411 |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
184 |
|
|
|
|
|
|
|
|
|
|
|
184 |
|
Exercise of options for cash |
|
|
|
|
|
|
|
|
|
|
315 |
|
|
|
3 |
|
|
|
201 |
|
|
|
|
|
|
|
|
|
|
|
204 |
|
Cashless exercise of options |
|
|
|
|
|
|
|
|
|
|
453 |
|
|
|
5 |
|
|
|
(243 |
) |
|
|
|
|
|
|
|
|
|
|
(238 |
) |
Issuance of common stock in
connection with Inlog
acquisition |
|
|
|
|
|
|
|
|
|
|
517 |
|
|
|
5 |
|
|
|
646 |
|
|
|
|
|
|
|
|
|
|
|
651 |
|
Vesting of restricted stock |
|
|
|
|
|
|
|
|
|
|
46 |
|
|
|
1 |
|
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
49 |
|
Conversion of Series A
Preferred Stock to common
shares |
|
|
(1 |
) |
|
|
(888 |
) |
|
|
1,233 |
|
|
|
12 |
|
|
|
876 |
|
|
|
|
|
|
|
|
|
|
|
0 |
|
Excess tax benefits associated
with stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
235 |
|
|
|
|
|
|
|
|
|
|
|
235 |
|
Other comprehensive loss-
net unrealized loss/gain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78 |
|
|
|
78 |
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
240 |
|
|
|
240 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,478 |
|
|
|
|
|
|
|
1,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31,
2009 |
|
|
5 |
|
|
$ |
5,060 |
|
|
|
36,631 |
|
|
$ |
366 |
|
|
$ |
62,258 |
|
|
$ |
(58,301 |
) |
|
$ |
(1,091 |
) |
|
$ |
8,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements
33
GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
1,478 |
|
|
$ |
(419 |
) |
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
1,418 |
|
|
|
794 |
|
Amortization of financing costs |
|
|
209 |
|
|
|
80 |
|
Stock-based compensation expense |
|
|
233 |
|
|
|
413 |
|
Excess tax benefit associated with stock options |
|
|
(235 |
) |
|
|
(296 |
) |
Deferred income taxes |
|
|
(96 |
) |
|
|
(102 |
) |
Bad debt expense |
|
|
87 |
|
|
|
72 |
|
Changes in operating assets and liabilities, net of effects of
acquisitions: |
|
|
|
|
|
|
|
|
Accounts receivable-trade |
|
|
42 |
|
|
|
(1,427 |
) |
Accrued revenues |
|
|
(497 |
) |
|
|
486 |
|
Prepaid expenses and other assets |
|
|
266 |
|
|
|
(633 |
) |
Accounts payable |
|
|
(197 |
) |
|
|
364 |
|
Accrued expenses |
|
|
529 |
|
|
|
(329 |
) |
Litigation accrual |
|
|
(1,004 |
) |
|
|
|
|
Accrued income tax payable |
|
|
429 |
|
|
|
(468 |
) |
Prepaid income taxes |
|
|
(62 |
) |
|
|
|
|
Deferred revenue |
|
|
193 |
|
|
|
515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used in) by operating activities |
|
|
2,793 |
|
|
|
(950 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions, net of cash acquired |
|
|
(132 |
) |
|
|
(9,471 |
) |
Purchases of property and equipment |
|
|
(201 |
) |
|
|
(565 |
) |
Capitalized software development costs and other intangibles |
|
|
(260 |
) |
|
|
(284 |
) |
Proceeds from sale of marketable securities |
|
|
|
|
|
|
283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(593 |
) |
|
|
(10,037 |
) |
|
|
|
|
|
|
|
Consolidated Statements of Cash Flow continued on next page
See accompanying notes to the consolidated financial statements
34
GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of options and warrants for cash |
|
|
206 |
|
|
|
1,451 |
|
Excess tax benefit associated with equity compensation |
|
|
235 |
|
|
|
296 |
|
Tax associated with cashless exercise options |
|
|
(241 |
) |
|
|
|
|
Proceeds from long-term debt, net of financing costs |
|
|
|
|
|
|
7,363 |
|
Repayment of long-term debt and capital lease
obligations, net of proceeds |
|
|
(1,673 |
) |
|
|
(180 |
) |
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(1,473 |
) |
|
|
8,930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE
(DECREASE) IN CASH AND CASH EQUIVALENTS |
|
|
727 |
|
|
|
(2,057 |
) |
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
|
39 |
|
|
|
(219 |
) |
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR |
|
|
4,472 |
|
|
|
6,748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF YEAR |
|
$ |
5,238 |
|
|
$ |
4,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES
|
Non-cash financing activities: |
|
|
|
|
|
|
|
|
|
Conversion of Series A Preferred Stock to shares of common stock |
|
$ |
888 |
|
|
$ |
1,787 |
|
Fair value of common stock issued in connection with Inlog
acquisition |
|
|
651 |
|
|
|
568 |
|
Fair value of common stock issued in connection with eDonor
acquisition |
|
|
|
|
|
|
1,500 |
|
Fair value of obligation to sellers related to Inlog acquisition |
|
|
|
|
|
|
2,257 |
|
|
|
|
|
|
|
|
|
|
Cash paid for the period: |
|
|
|
|
|
|
|
|
Cash paid for income taxes |
|
$ |
111 |
|
|
$ |
749 |
|
Cash paid for interest |
|
$ |
567 |
|
|
$ |
318 |
|
See accompanying notes to the consolidated financial statements
35
GLOBAL MED TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS AND PRINCIPLES OF CONSOLIDATION
Global Med Technologies, Inc. (Global Med or the Company) and its subsidiaries and divisions
design, develop, market and support information management software products for blood banks,
hospitals, centralized transfusion centers and other health care related facilities.
On June 26, 2008, the Company acquired all of the capital stock of Inlog S.A. (Inlog), a French
company and its subsidiaries and Inlog became a wholly-owned subsidiary of the Company. Effective
August 1, 2008, the Company acquired substantially all of the assets of Blueridge Solutions, LC,
doing business as eDonor (eDonor) with eDonor becoming a division of the Company.
The accompanying consolidated financial statements include the accounts of Global Med Technologies,
Inc., its Wyndgate division, its 83%-owned subsidiary PeopleMed.com, Inc. (PeopleMed), and its
wholly-owned subsidiary Inlog and eDonor division from the dates of their acquisitions.
Intercompany accounts and transactions are eliminated in consolidation. There is no non-controlling
interest reflected in the consolidated balance sheets at December 31, 2009 and December 31, 2008,
because the non-controlling interest is not material to the financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires the Companys management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with original maturities of three months or
less when purchased to be cash equivalents. As of the balance sheet date, and periodically
throughout the year, the Company has maintained deposits in financial institutions significantly in
excess of federally insured limits.
MARKETABLE SECURITIES
Marketable equity securities are carried at their fair value based upon quoted market prices for
the securities owned. The Company has classified these marketable securities as available-for-sale
securities in accordance with the provisions of Accounting Standards Codification (ASC) 320,
Investments Debt and Equity Securities (formerly referenced as SFAS No. 115, Accounting for
Certain Investments in Debt and Equity Securities). The difference between cost and fair value is
recorded as an unrealized gain or loss on marketable securities and recorded within accumulated
other comprehensive income (loss). At December 31, 2009, the unrealized loss on marketable
securities held by the Company totaled $322 thousand.
CREDIT RISK AND MARKET RISK
Accounts receivable are derived primarily from customers in the United States and Europe, with the
United States representing approximately 70% and 71% of accounts receivable at December 31, 2009
and 2008, respectively and Europe representing approximately 30% of accounts receivable at December
31, 2009. Historically, the Company has not required collateral or other security to support
customer receivables. In order to reduce credit risk, the Company typically requires substantial
down payments and progress payments during the course of an installation of its software products.
The Company establishes allowances for doubtful accounts based upon factors surrounding the credit
risk or other circumstances specific to customers which may include the right of offset against
amounts payable to the customer.
36
During the years ended December 31, 2009 and 2008, approximately 64% and 77% of the Companys
revenue was derived from customers in the United States, respectively, and 36% and 23% of the
Companys revenue was derived
from customers outside of the United States, primarily in Europe. Substantially all of the
Companys revenue outside of the United States comes from Inlog. No single customer accounted for
more than 10% of the Companys revenue in 2009 and 2008.
Although the Company had no individual customers accounting for more than 10% of revenues, one of
the Companys marketing partners that sell the Companys products directly to its customers
accounted for 9.1% and 14.5% of revenues during 2009 and 2008, respectively. In addition, this
same marketing partner accounted for 34.0% and 32.1% in gross accounts receivable as of December
31, 2009 and 2008, respectively.
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS RECEIVABLES AND ACCRUED REVENUES
The Company regularly evaluates the collectability of its trade accounts receivable and unbilled
receivables balances based on a combination of factors. When a customers account becomes past due,
based on contractual terms, the Company initiates dialogue with the customer to determine the
cause. If it is determined that the customer will be unable to meet its financial obligation, such
as in the case of a bankruptcy filing, deterioration in the customers operating results or
financial position or other material events impacting their business, the Company records a
specific reserve for bad debt to reduce the related receivable to the amount it expects to recover
given all information presently available. The Company also records general reserves based on other
factors including the length of time the receivables are past due and historical collection
experience with individual customers. If circumstances related to specific customers change, the
estimates of the recoverability of receivables could materially change. Past due accounts
receivable balances are written off when the Companys internal collection efforts have been
unsuccessful in collecting the amount due.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost. Assets recorded under capitalized leases are recorded at
the lower of the net present value of the future minimum lease payments or fair value at inception
of the lease. Depreciation and amortization, which includes depreciation of assets under capital
leases, is based on the straight-line method over estimated useful lives ranging from three to five
years. Leasehold improvements are typically depreciated over the lesser of their remaining useful
life or the term of the lease.
CAPITALIZED SOFTWARE DEVELOPMENT COSTS
In accordance with the provisions of Accounting Standards Codification (ASC) 985-705, Software
Cost of Sales and Services (formerly referenced as SFAS No. 86, Accounting for the Costs of
Computer Software to be Sold, Leased or Otherwise Marketed), the Company capitalizes software
development and production costs once technological feasibility has been achieved. Software
development costs incurred prior to achieving technological feasibility are included in research
and development expense in the accompanying statements of operations.
Capitalized software development costs are reported at the lower of unamortized cost or net
realizable value. Commencing upon the initial product release or when software development revenue
has begun to be recognized, these costs are amortized, based on current and future revenue for each
product with an annual minimum equal to the straight-line amortization over the remaining estimated
economic life of the product, generally three to eight years.
INTANGIBLES
In connection with the acquisitions of Inlog and eDonor, the Company acquired intangible assets
including customer relationships, non-compete agreements and trade names. The estimated fair value
of these intangibles is amortized on a straight-line basis over the estimated useful lives of nine
to ten years for customer relationships and over the five year term of the non-compete agreements.
Trade names are not amortized as they are considered to have an indefinite life. The Company
currently has $300 thousand in trade names included in intangibles as of December 31, 2009.
37
GOODWILL
Goodwill represents the excess of the purchase price over the estimated fair value of the net
tangible and intangible assets of the Companys business acquisitions including Inlog on June 26,
2008 and eDonor on August 1, 2008. Goodwill is deemed to have an indefinite life and is not
amortized but is subject to impairment tests in accordance with Accounting Standards Codification
(ASC) 350, Intangibles Goodwill and Other (formerly referenced as SFAS No.
142, Goodwill and Other Intangible Assets). The Company tests for goodwill impairment on an annual
basis, and more whenever events or changes in circumstances indicate the carrying value may not be
recoverable. The test involves a two step process wherein the first step is a screen for potential
impairment, while the second step measures the amount of the impairment, if any.
DEFERRED REVENUE
Deferred revenue represents contractual billings to customers. It is principally comprised of
support and maintenance and implementation revenues for which the customer has been billed but the
services or products have not yet been performed or delivered. As of December 31, 2009 and 2008,
approximately $3.056 million and $2.498 million, respectively, of deferred revenue were also
recorded in accounts receivable.
INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. A valuation allowance is required to the extent any deferred
tax assets may not be realizable.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company uses a three-tier fair value hierarchy to classify and disclose certain assets and
liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured
at fair value on a non-recurring basis, in periods subsequent to their initial measurement. These
tiers include: Level 1, defined as quoted market prices in active markets for identical assets or
liabilities; Level 2, defined as inputs other than Level 1 that are observable, either directly or
indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that
are not active, model-based valuation techniques for which all significant assumptions are
observable in the market, or other inputs that are observable or can be corroborated by observable
market data for substantially the full term of the assets or liabilities; and Level 3, defined as
unobservable inputs that are not corroborated by market data which require the reporting entity to
develop its own assumptions. The Companys financial assets and liabilities recorded at fair value
on a recurring basis include cash and cash equivalents, marketable securities and debt.
The Companys financial instruments consist primarily of cash, trade receivables, marketable
securities, trade payables, and debt instruments. As of December 31, 2009 and 2008, the historical
cost of cash, trade receivables, and trade payables are considered to be representative of their
respective fair values due to the short-term maturities of these items. At December 31, 2009 the
fair value of the Companys marketable securities was based upon quoted market prices for the
securities owned by the Company which is a Level 1 input. The net book value of the Companys
long-term debt and obligations to Inlog sellers was approximately $8.225 million as of December 31,
2009 and their fair value was approximately $8.219 million at that date, based on the Companys
estimated incremental borrowing rate. See Note 5 for further discussion.
38
REVENUE RECOGNITION
The Company recognizes revenue in accordance with the provisions of Accounting Standards
Codification (ASC) 985-605, Software Revenue Recognition (formerly referenced to as SOP No.
97-2, Software Revenue Recognition)
The Companys standard software license agreement for products provides for an initial fee to use
the product in perpetuity up to a maximum number of users. Fees from software licenses are
recognized as revenue upon shipment, provided fees are fixed and determinable and collection is
probable. Fees from licenses sold together with consulting services are generally recognized upon
shipment provided that the above criteria have been met, payment of the license fees is not
dependent upon the performance of the consulting services and the consulting services are not
essential to the functionality of the licensed software. In instances in which the consulting
services are not essential to the functionality of the software but payment of the license fee is
due at the earlier of the performance of specific consulting services or the passage of time, the
license fee is recognized ratably over the anticipated period of performance of the services or
ratably over the license fee billing period, whichever is more readily determinable.
For arrangements with multiple elements, the Company allocates revenue to each element of a
transaction based upon its fair value as determined by vendor specific objective evidence. Vendor
specific objective evidence of fair value for all elements of an arrangement is based upon the
normal pricing and discounting practices for those products and services when sold separately.
Pricing practices may be modified in the future, which could result in changes in our vendor
specific objective evidence of fair value for these undelivered elements. As a result, future
revenue recognition for multi-element arrangements could differ significantly from historical
results.
In those instances in which vendor specific objective evidence exists for the undelivered elements
but does not exist for the delivered elements, the Company uses the residual method. The amount of
revenue allocated to undelivered elements is based on the vendor-specific objective evidence of
fair value for those elements using the residual method. Under the residual method, the total fair
value of the undelivered elements, as indicated by vendor-specific objective evidence, is recorded
as unearned, and the difference between the total arrangement fee and the amount recorded as
unearned for the undelivered elements is recognized as revenue related to the delivered elements.
If an arrangement does not qualify for separate accounting of the software license and consulting
transactions, then new software license revenue is generally recognized together with the
consulting services based on contract accounting using the percentage-of-completion method.
Contract accounting is generally applied to arrangements when services include significant
modification or customization of the software. Progress towards completion is generally measured
based on hours incurred versus projected total hours. The projected costs associated with contract
accounting are accrued at rates consistent with the revenue recognized under the percentage of
completion method.
For those customer accounts for which revenue has been earned with the exception that
collectability of the amount is not deemed reasonably assured, the Company recognizes revenues
related to these accounts in the period cash is received.
Certain of the Companys contracts include warranties that provide for refunds of all or a portion
of the software license and/or other fees in the event that the Company is unable to provide
maintenance services, for which there is a separate fee, for the contractually prescribed period.
Contracts with these provisions are accounted for in accordance with the policies above.
The Company provides consulting services that include implementation, training and the performance
of other services to its customers. Revenue from such services is generally recognized ratably over
the period during which the applicable service is to be performed. In addition, the Company may
recognize certain implementation revenues based on the hourly rates in effect on the contract
multiplied by the number of hours completed.
Support agreements generally call for the Company to provide technical support and software
updates, on a when-and-if-available basis to customers. Revenue from technical support and
software update rights is recognized ratably over the term of the support agreement.
39
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are charged to expense as incurred unless such costs are
capitalizable in accordance with the Companys software capitalization policy which is described
above.
INCOME PER COMMON SHARE
The following tables set forth the computation of basic and diluted earnings per share for the
years ended December 31, (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Weighted average number of shares used in the basic
earnings per share computation |
|
|
35,177 |
|
|
|
29,914 |
|
|
|
|
|
|
|
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
Common stock options |
|
|
693 |
|
|
|
2,655 |
|
Common stock warrants |
|
|
491 |
|
|
|
3,912 |
|
Preferred stock convertible securities |
|
|
7,590 |
|
|
|
9,884 |
|
Contingently issuable shares associated
with Inlog acquisition |
|
|
768 |
|
|
|
514 |
|
Restricted stock |
|
|
41 |
|
|
|
40 |
|
|
|
|
|
|
|
|
Dilutive securities |
|
|
9,583 |
|
|
|
17,005 |
|
|
|
|
|
|
|
|
Adjusted weighted average number of shares used in
diluted earnings per share computation |
|
|
44,760 |
|
|
|
46,919 |
|
|
|
|
|
|
|
|
Basic income per common share excludes dilution and is computed by dividing the net income by the
weighted-average number of shares of common stock outstanding during the periods presented. Diluted
net income per common share reflects the potential dilution of securities that could participate in
the earnings unless their effect is antidilutive. Stock options, warrants outstanding and their
equivalents are included in diluted computations through the treasury stock method unless they
are antidilutive. Convertible securities are included in diluted computations through the if
converted method unless they are antidilutive. Common share equivalents are excluded from the
computation if their effect would be antidilutive. Antidilutive shares as of December 31, 2009 and
2008 totaled approximately 9 million and 2 million, respectively.
STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation under Accounting Standards Codification (ASC)
781, Stock Compensation (formerly referenced as SFAS No. 123R, Stock-based Compensation), which
requires all stock-based compensation, including grants of stock options, to be recognized in the
income statement as an operating expense, based on their grant date fair values.
The fair value of each option granted to employees was estimated at the date of the grant using a
Black Scholes option pricing model with the following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
Assumptions: |
|
|
|
|
|
|
|
|
Dividend Yield |
|
|
0 |
% |
|
|
0 |
% |
Volatility factor |
|
|
101.6 |
% |
|
|
100 |
% |
Risk free interest rate |
|
|
3.29 |
% |
|
|
2.4 |
% |
Expected Life of Option (in years) |
|
|
10 |
|
|
|
10 |
|
40
Under ASC 781, forfeitures are estimated at the time of valuation and reduce expense ratably over
the vesting period. This estimate is adjusted periodically based on the extent to which actual
forfeitures differ, or are expected to differ, from the previous estimate. The Company currently
anticipates that all outstanding options will vest.
FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS
The Companys Inlog subsidiary operates in Europe where the Euro is considered the functional
currency. Inlogs accounts are translated into U.S. dollars using the exchange rate at the balance
sheet date for assets and liabilities and the weighted average exchange rate for the period for
revenues, expenses, gains and losses. Translation adjustments are recorded as a separate component
of comprehensive income (loss). Gains or losses resulting from foreign currency transactions are
included in other income (expense).
OTHER COMPREHENSIVE INCOME (LOSS)
Other comprehensive income (loss) includes net income (loss) plus the results of certain changes in
stockholders equity that are not reflected in the results of operations. The Companys
comprehensive income (loss) is comprised of changes in foreign currency translation adjustments and
unrealized gains and losses on available-for-sale marketable securities.
INDUSTRY SEGMENTS AND FOREIGN REVENUE
The Company operates in one industry segment: the design, development, market and support
information management software products for blood banks, hospitals, centralized transfusion
centers and other health care related facilities. Revenues are derived from the licensing of
software, maintenance, the provision of consulting and other value-added support services, and the
resale of software obtained from vendors. For the year ended December 31, 2009, revenue from
customers in foreign locations was 36% from Europe, the Middle East and Africa. Revenue from
customers in foreign locations for the year ended December 31, 2008 was approximately 23% of the
consolidated revenue.
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
In June 2009, the Financial Accounting Standards board (FASB) issued Statement of Financial
Accounting Standard (SFAS) 168 The FASB Accounting Standards CodificationTM and the
Hierarchy of Generally Accepted Accounting Principles, a replacement of SFAS 162. SFAS 168
provides that the FASB Accounting Standards Codification (the Codification) is the single source
of U.S. GAAP in the preparation of financial statements, except for rules and interpretive releases
of the SEC under authority of federal securities laws, which are sources of authoritative guidance
for SEC registrants. The Codification was not meant to create new accounting and reporting
guidance, but rather to simplify user access to all authoritative accounting guidance by
reorganizing U.S. GAAP pronouncements into accounting topics within a consistent organizational
structure. The Codification supersedes all existing non-SEC accounting and reporting standards and
is effective for financial statements issued for interim and annual periods ending after September
15, 2009.
Following SFAS 168, the FASB will no longer issue new standards in the form of Statements, FASB
Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting
Standards Updates (ASUs). The FASB will not consider ASUs as authoritative in their own right;
rather these updates will serve only to update the Codification, provide background information
about the guidance, and provide the bases for conclusions on the change(s) in the Codification. In
the description that follows, the Company will provide reference to both the Codification Topic
reference and the previously authoritative references, if applicable, in italics related to
Codification Topics and Subtopics, as appropriate.
(Included in Accounting Standards Codification ASC 805 Business Combination, previously known as
SFAS 141 (revised 2007), Business Combinations). In December 2007, the FASB issued Statement of
Financial Accounting
Standards No. 141 (revised 2007), Business Combinations (SFAS 141(R)). SFAS 141(R) establishes
principles and requirements for how an acquirer recognizes and measures in its financial statements
the identifiable assets acquired, the liabilities assumed, any non controlling interest in the
acquiree and the goodwill acquired. SFAS 141(R) also establishes disclosure requirements to enable
the evaluation of the nature and financial effects of the business combination. SFAS 141(R) became
effective for the Company on January 1, 2009. The adoption of SFAS 141(R) did not have a material
impact on the Companys financial position, cash flows or results of operations.
41
(Included in Accounting Standards Codification ASC 810 Consolidation, previously known as FASB
160). In December 2007, the FASB issued Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51 (SFAS 160). The standard changes
the accounting for noncontrolling (minority) interests in consolidated financial statements
including the requirements to classify noncontrolling interests as a component of consolidated
stockholders equity, and the elimination of minority interest accounting in results of
operations with earnings attributable to noncontrolling interests reported as part of consolidated
earnings. Additionally, SFAS 160 revises the accounting for both increases and decreases in a
parents controlling ownership interest. SFAS 160 was effective for the Company beginning January
1, 2009. The adoption of SFAS 160 did not have a material impact on the financial statements.
(Included in Accounting Standards Codification ASC 820 Fair Value Measurements and Disclosures,
previously known as SFAS 157, Fair Value Measurements). In January 2010, the FASB issued ASU
2010-6, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair
Value Measurements that amends ASC 820, Fair Value Measurements and Disclosures. ASU 2010-6
requires separate disclosure of significant transfers between Level 1 and Level 2 fair value
measurement inputs and a description of the reasons for the transfers. Entity is also required to
present separately information about purchases, issuance, and settlements in the reconciliation for
fair value measurements using Level 3 inputs. ASU 2010-6 amends existing disclosure requirements in
regards of level of disaggregation and inputs and valuation techniques. ASU 2010-6 is effective for
interim and annual reporting periods beginning after December 15, 2009, except for the disclosures
about activity in Level 3 fair value measurements that are effective for interim and annual periods
beginning after December 15, 2010. The Company does not expect ASU 2010-6 to have a material impact
on the Companys consolidated financial position and results of operations.
(Included in Accounting Standards Codification ASC 820 Effective Date of FASB Statement No. 157,
previously known as FASB Staff Position (FSP) SFAS No. 157-2, Effective Date of FASB Statement
No. 157). In February 2008, the FASB approved FASB Staff Position (FSP) SFAS No. 157-2,
Effective Date of FASB Statement No. 157, (FSP SFAS 157-2), which allows companies to elect a
one-year delay in applying SFAS 157 to certain fair value measurements, primarily related to
nonfinancial instruments. The Company elected the delayed adoption date for the portions of
SFAS 157 impacted by FSP SFAS 157-2. The partial adoption of SFAS 157 was prospective and did not
have a significant effect on the Companys consolidated financial statements. The Company adopted
the deferred portion of SFAS 157, applying its provisions to the nonrecurring fair value
measurements of its nonfinancial assets and liabilities on January 1, 2009, and this did not have a
material impact on the Companys financial statements.
(Included in Accounting Standards Codification ASC 350 previously known as FSP SFAS No. 142- an
amendment of FASB Statement No. 142, Goodwill and Other intangible Assets). In April 2008, the FASB
issued FSP SFAS No. 142-3, (FSP SFAS 142-3), which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of a recognized
intangible asset under FASB Statement No. 142, Goodwill and Other intangible Assets (SFAS 142).
The intent of FSP SFAS 142-3 is to improve the consistency between the useful life of a recognized
intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141(R) and other U.S. generally accepted accounting principles. FPS
SFAS 142-3 requires an entity to disclose information for a recognized intangible asset that
enables users of the financial statements to assess the extent to which the expected future cash
flows associated with the asset are affected by the entitys intent and/or ability to renew or
extend the arrangement. FSP SFAS 142-3 is effective for financial statements issued for fiscal
years beginning after December 15, 2008. The Company adopted FSP SFAS 142-3 on January 1, 2009.
The adoption of FSP SFAS 142-3 did not have a material impact on the Companys financial position
or results of operations.
(Included in Accounting Standards Codification ASC 825 Disclosures about Fair Value of Financial
Instrument previously known as FSP 107-1 and APB 28-1.) In April 2009, the FASB issued FSP SFAS
No. 107-1 (FSP 107-1) and Accounting Principles Board 28-1 (APB 28-1), Interim Disclosures
about Fair Value of Financial Instruments, which amends SFAS No. 107, Disclosures about Fair Value
of Financial Instruments (SFAS 107) and APB Opinion No. 28, Interim Financial Reporting,
respectively, to require disclosures about fair value of financial instruments in financial
statements, in addition to the annual financial statements as already required by SFAS 107. FSP
107-1 and APB 28-1 are required for interim periods ending after June 15, 2009. As FSP 107-1 and
APB 28-1 provide only
disclosure requirements, the application of this standard will not have a material impact on the
Companys results of operations, cash flows or financial position.
42
(Included in Accounting Standards Codification ASC 855 Subsequent Events previously known SFAS
165). In May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS 165) which defines
further disclosure requirements for events which occur after the balance sheet date but before
financial statements are issued. SFAS 165 was effective for the Company beginning on April 1,
2009. Refer to the Subsequent Event section of Footnote 11 for information regarding material
events noted in this period.
(Included in Accounting Standards Update ASU 2009-13 Revenue Recognition) In October 2009, the
FASB amended the Accounting Standards Codification ASC 605 Multiple-Deliverable Revenue
Arrangements. As summarized in ASU 2009-13, ASC Topic 605 has been amended (1) to provide updated
guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be
separated, and the consideration allocated; (2) to require an entity to allocate revenue in an
arrangement using estimated selling prices of deliverables if a vendor does not have
vendor-specific objective evidence (VSOE) or third-party evidence of selling price; and (3) to
eliminate the use of the residual method and require an entity to allocate revenue using the
relative selling price method. The accounting changes summarized in ASU 2009-13 are effective for
fiscal years beginning on or after June 15, 2010, with early adoption permitted. Adoption may
either be on a prospective basis or by retrospective application. We believe adoption of this new
guidance will not have a material impact on our financial statements.
NOTE 2. ACQUISITIONS
On June 26, 2008, the Company acquired 100% of the capital stock of Inlog, a developer of donor
center and transfusion management systems as well as cellular therapy software, laboratory
information systems and quality assurance medical software systems which are marketed
internationally, to strategically expand the Companys global presence. The purchase price
included payments at closing consisting of $6.891 million in cash and 451,152 shares of the
Companys common stock, valued at $568 thousand, or $1.26 per share, the average closing price for
the ten day period preceding the acquisition. In addition, the Company paid 400 thousand ($572
thousand) and issued 517,077 shares of common stock, valued at $651 thousand, or $1.26 per share,
in June 2009. The Company is further obligated to pay 400 thousand and to issue its common stock
with a market value of $651 thousand in June 2010. The payment of 400 thousand is secured by the
accounts receivable by the Companys Inlog SAS (formerly Inlog SA) subsidiary. The market value of
the shares to be issued is to be valued at the greater of the average closing price of the
Companys stock on the ten days preceding payment or $1.26. The Company may elect to pay cash in
lieu of issuing shares. The aggregate non-contingent purchase price, including $1.200 million in
transactions costs was $10.964 million as of the acquisition date. In addition, the Company is
contingently obligated to pay up to $1.481 million in earn out consideration, based on 20% of
operating income over five years. The Company had not accrued any earn out consideration for the
twelve months ended December 31, 2009. As of December 31, 2009, no earn out consideration had been
earned.
Effective August 1, 2008, Global Med completed the acquisition of certain assets of eDonor, a
web-based donor relationship management system that integrates recruitment, scheduling, retention
and fulfillment for national as well as local community blood centers, to compliment the Companys
line of international blood management and laboratory information software and service solutions.
The aggregate purchase price was $5.143 million, consisting of $3.5 million in cash, 1.18 million
shares of the Companys common stock, valued at $1.5 million, or $1.27 per share, the average
closing price for the ten day period preceding the acquisition, and $143 thousand in transaction
costs.
Inlog is a wholly-owned subsidiary of the Company and eDonor operates as a division.
The total purchase price for the acquisitions was comprised of the following at December 31, 2009
(in thousands):
43
|
|
|
|
|
|
|
|
|
|
|
Inlog |
|
|
eDonor |
|
Summary of purchase price: |
|
|
|
|
|
|
|
|
Cash paid |
|
$ |
7,520 |
|
|
$ |
3,500 |
|
Common stock |
|
|
1,219 |
|
|
|
1,500 |
|
Transaction costs |
|
|
1,200 |
|
|
|
143 |
|
|
|
|
|
|
|
|
|
|
|
9,939 |
|
|
|
5,143 |
|
|
|
|
|
|
|
|
|
|
Fixed future consideration to be paid: |
|
|
|
|
|
|
|
|
Cash payment due by June 26, 2010 (1) |
|
|
629 |
|
|
|
|
|
Common stock or cash to be issued by June 26, 2010 |
|
|
651 |
|
|
|
|
|
Discount on future consideration |
|
|
(98 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,121 |
|
|
$ |
5,143 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Underlying payments are to be made in Euros, which have been converted to U.S. dollars
using the exchange rate as of the acquisition date. |
The total non-contingent purchase price of the acquisitions was allocated to the assets and
liabilities based on their estimated fair values as of the acquisitions date as follows (in
thousands);
|
|
|
|
|
|
|
|
|
|
|
Inlog |
|
|
eDonor |
|
Cash and marketable securities |
|
$ |
2,885 |
|
|
$ |
276 |
|
Trade and unbilled receivables, net |
|
|
3,542 |
|
|
|
14 |
|
Other current assets |
|
|
674 |
|
|
|
27 |
|
Equipment, furniture and fixtures |
|
|
842 |
|
|
|
70 |
|
Intangible assets and acquired software |
|
|
3,722 |
|
|
|
2,480 |
|
Goodwill |
|
|
6,744 |
|
|
|
2,402 |
|
Accounts payable and other accrued expenses |
|
|
(3,683 |
) |
|
|
|
|
Deferred revenue |
|
|
(1,393 |
) |
|
|
(126 |
) |
Deferred tax liability |
|
|
(1,504 |
) |
|
|
|
|
Long-term debt |
|
|
(865 |
) |
|
|
|
|
|
|
|
|
|
$ |
10,964 |
|
|
$ |
5,143 |
|
|
|
|
Acquired intangible assets and software subject to amortization totaled $5.902 million which will
be amortized over a weighted average of 3 years. Total acquired intangible assets not subject to
amortization as of the acquisitions date were $9.446 million which is comprised of $9.146 million
of goodwill and $300 thousand related to the purchase of the eDonor trade name.
The Company is contingently obligated to pay up to $1.481 million in earn out consideration, based
on 20% of Inlogs operating income over five years. Any earn out consideration will be recognized
when deemed probable. As of December 31, 2009 this has not been deemed probable. The Company has
adjusted its preliminary purchase price allocation for Inlog from what was presented in its Annual
Report on Form 10-K for the year ended December 31, 2008, to reflect a revision to its acquisition
costs estimates. The following summarized unaudited pro forma financial information assumes the
Inlog and eDonor acquisitions occurred on January 1, 2008 (in thousands, except per share data):
44
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2009 |
|
2008 |
Revenues |
|
$ |
31,788 |
|
|
$ |
30,976 |
|
Net income (loss) |
|
$ |
1,478 |
|
|
$ |
(654 |
) |
Basic net income (loss) per share |
|
$ |
0.04 |
|
|
$ |
(0.02 |
) |
Diluted net income (loss) per share |
|
$ |
0.03 |
|
|
$ |
(0.02 |
) |
The pro forma financial information is presented for informational purposes only and is not
necessarily indicative of the results of operations that would have been achieved if the
acquisitions and associated debt financing had taken place at the beginning of 2008. The pro forma
financial information for all periods presented also includes amortization of acquired intangible
assets, adjustments to interest expense and related tax effects.
Effective November 1, 2009, Global Med completed the acquisition of certain assets of Hemo-Net,
LLC. Hemo-Net, LLC was an application service provider and Global Meds acquisition of these
assets adds application hosting services to the services provided by the Company. The aggregate
purchase price was $159 thousand. The purchase price was allocated primarily to computer hardware
and software. Other assets and liabilities acquired were not material individually or in
aggregate. Due to the immateriality of this transaction, a breakdown of the purchase price, its
allocation to Global Meds present assets and liabilities, and pro forma information is not
provided above.
NOTE 3. PROPERTY AND EQUIPMENT
Property and equipment is comprised of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
Computer hardware and software |
|
$ |
2,908 |
|
|
$ |
2,551 |
|
Furniture and fixtures |
|
|
687 |
|
|
|
691 |
|
Leasehold improvements |
|
|
613 |
|
|
|
665 |
|
Machinery and equipment |
|
|
609 |
|
|
|
596 |
|
|
|
|
|
|
|
|
|
|
|
4,817 |
|
|
|
4,503 |
|
Less accumulated depreciation and amortization |
|
|
(3,491 |
) |
|
|
(3,118 |
) |
|
|
|
|
|
|
|
Property and equipment, net |
|
$ |
1,326 |
|
|
$ |
1,385 |
|
|
|
|
|
|
|
|
Depreciation expense for the years ended December 31, 2009 and 2008 was $419 thousand and $299
thousand, respectively.
45
NOTE 4. GOODWILL AND INTANGIBLES
Goodwill and intangible asset activity for the two years ended December 31, 2009 and the
composition of the balances at December 31, 2009 is as follow (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software |
|
|
Intangibles |
|
|
Goodwill |
|
Net balance at December 31, 2007 |
|
$ |
173 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
4,655 |
|
|
|
1,831 |
|
|
|
9,116 |
|
Amortization expense |
|
|
(404 |
) |
|
|
(91 |
) |
|
|
|
|
Net foreign currency translation |
|
|
(327 |
) |
|
|
(98 |
) |
|
|
(774 |
) |
|
|
|
|
|
|
|
|
|
|
Net balance at December 31, 2008 |
|
$ |
4,097 |
|
|
$ |
1,642 |
|
|
$ |
8,342 |
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
198 |
|
|
|
63 |
|
|
|
32 |
|
Amortization expense |
|
|
(801 |
) |
|
|
(198 |
) |
|
|
|
|
Net foreign currency translation |
|
|
61 |
|
|
|
19 |
|
|
|
211 |
|
|
|
|
|
|
|
|
|
|
|
Net balance at December 31, 2009 |
|
$ |
3,555 |
|
|
$ |
1,526 |
|
|
$ |
8,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross balance at December 31, 2009 |
|
$ |
8,116 |
|
|
$ |
1,821 |
|
|
$ |
8,585 |
|
Accumulated amortization |
|
|
(4,561 |
) |
|
|
(295 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net balance at December 31, 2009 |
|
$ |
3,555 |
|
|
$ |
1,526 |
|
|
$ |
8,585 |
|
|
|
|
|
|
|
|
|
|
|
Estimated amortization expense for the next five years is as follows (in thousands):
|
|
|
|
|
|
|
|
|
Year ending December 31, 2010 |
|
$ |
899 |
|
|
$ |
203 |
|
Year ending December 31, 2011 |
|
|
899 |
|
|
|
203 |
|
Year ending December 31, 2012 |
|
|
899 |
|
|
|
203 |
|
Year ending December 31, 2013 |
|
|
571 |
|
|
|
157 |
|
Year ending December 31, 2014 |
|
|
228 |
|
|
|
111 |
|
Thereafter |
|
|
59 |
|
|
|
649 |
|
|
|
|
|
|
|
|
|
|
$ |
3,555 |
|
|
$ |
1,526 |
|
|
|
|
|
|
|
|
The goodwill, software and intangibles of the Companys Inlog subsidiary are denominated in
local currencies and are subject to currency fluctuations.
Goodwill and Indefinite-Lived Assets
The Company assesses the carrying value of goodwill and other indefinite-lived intangible assets
for impairment annually, or more frequently whenever events occur and circumstances change
indicating potential impairment. During the years ended December 31, 2009 and 2008, the Company
did not record any impairment to goodwill or indefinite-lived assets.
At December 31, 2009 the Company performed an impairment test of its goodwill and indefinite-lived
intangible assets and determined that the fair values of the reporting units carrying the goodwill
were greater than their carrying values. The fair values of the reporting units were estimated
using discounted cash flows. Therefore, the Company did not recognize an impairment loss as a
result of such analysis.
Intangible assets that have finite lives are amortized over their estimated useful lives and tested
for impairment whenever events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. During the years ended December 31, 2009 and 2008, the Company did
not record any impairment to intangible assets with finite lives.
46
NOTE 5. AVAILABLE FOR SALE SECURITIES
The Company classifies and discloses the fair value of its financial assets and liabilities in
periods subsequent to initial measurement, in a three-tier fair value hierarchy. These tiers
include Level 1, quoted prices in active markets for identical assets or liabilities; Level 2,
quoted prices in active markets for similar assets and liabilities and inputs that are observable
for the asset or liability; or Level 3 unobservable inputs in which there is little or no market
data, which require the reporting entity to develop its own assumptions.
Marketable securities are classified as available-for-sale and realized gains and losses are
recorded in other income expense. Changes in market value that are not deemed permanent are
reflected in other comprehensive income. Once a decline in fair value is determined to be
other-than-temporary, an impairment charge is recorded to other income (expense) and a new cost
basis in the investment is established.
Investments are considered to be impaired when a decline in fair value is judged to be
other-than-temporary. The Company utilizes methodologies that consider available quantitative and
qualitative evidence in evaluating potential impairment of its investments. If the cost of an
investment exceeds its fair value, the Company evaluates, among other factors, general market
conditions, the duration and extent to which the fair value is less than cost, and for equity
securities, our intent and ability to hold, or our plans to sell, the investment.
In evaluating the nature of the impairment, the Company considered available financial information
which showed an improvement in revenues, an upward trend in the market value, and general
improvements in the overall economy. Management of the Company determined that the decline in the
unrealized loss is temporary.
At December 31, 2009 and 2008, the Company held shares in foreign public company. The fair value of
the Companys marketable security was $267 and $188 thousand, respectively and was based upon
quoted market prices for the securities owned by the Company which is a Level 1 input. The fair
value of shares held by the Company had declined by $346 thousand as of December 31, 2009, which
was comprised of $322 thousand in cumulative unrealized losses recognized in accumulated other
comprehensive income, and $24 thousand in cumulative foreign currency translation adjustments. This
marketable security has been in a loss position for more than twelve months. The fair value of
marketable securities as of December 31, 2008, had declined by $425 thousand, which was comprised
of $401 thousand in cumulative unrealized losses and $24 thousand in cumulative foreign currency
translation adjustments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
Unrealized loss |
|
Fair Value |
December 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
Marketable equity security |
|
$ |
613 |
|
|
$ |
(425 |
) |
|
$ |
188 |
|
December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
Marketable equity security |
|
$ |
613 |
|
|
$ |
(346 |
) |
|
$ |
267 |
|
NOTE 6. LONG-TERM DEBT AND OBLIGATIONS TO INLOG SELLERS
Long-term debt is comprised of the following (in thousands):
47
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
Revolving line of credit |
|
$ |
990 |
|
|
$ |
983 |
|
Term loan |
|
|
3,936 |
|
|
|
4,898 |
|
Subordinated term loan |
|
|
1,420 |
|
|
|
1,400 |
|
Inlog notes payable and capital leases |
|
|
596 |
|
|
|
639 |
|
Capital leases |
|
|
58 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
7,000 |
|
|
|
7,931 |
|
Less current portion |
|
|
(1,257 |
) |
|
|
(1,168 |
) |
|
|
|
|
|
|
|
|
|
$ |
5,743 |
|
|
$ |
6,763 |
|
|
|
|
|
|
|
|
On June 17, 2008, the Company entered into a Loan and Security Agreement (the Loan
Agreement) with Silicon Valley Bank to finance the acquisition of Inlog. The Loan Agreement
provides for (i) a revolving line of credit in an amount of up to $1 million, and (ii) a term loan
in an amount of up to $5 million. As of December 31, 2009, $5 million was outstanding under the
Loan Agreement. This consisted of $4 million under the term loan ($1 million had been repaid) and
$1 million under the revolving line of credit.
Effective March 19, 2009, the Company amended its Loan Agreement and PFG Loan Agreement to waive
the Companys failure to comply with specified loan covenants for the quarter ended December 31,
2008 and to amend the Companys liquidity ratio and free cash flow covenants for the remaining term
of the agreements. The preceding information reflects new terms from the March 19, 2009 amendment.
The revolving line of credit, subject to certain limitations, can be used (i) to borrow
revolving loans, (ii) to obtain letters of credit, (iii) to enter into certain foreign exchange
contracts and (iv) for certain cash management services. Borrowings under the revolving line of
credit may be repaid and re-borrowed until September 17, 2011, at which time all amounts borrowed
must be repaid. Interest under the revolving line of credit accrues at a floating per annum rate
equal to the greater of 1.00% above the prime rate, or 6.0%, with interest payable on a monthly
basis.
The term loan bears interest at a fixed rate of 7.5% per annum. Beginning January 1, 2009, the
term loan was payable in 60 consecutive equal monthly installments of principal plus monthly
payments of accrued interest. The term loan may be prepaid, except that prepayment of the entire
amount of the outstanding term loan will be subject to, among other things, a make-whole premium.
The Loan Agreement also provides for the payment of an annual amount equal to 25% of the Borrowers
excess cash flow for the immediately preceding fiscal year until the earlier of December 1, 2013 or
all amounts owed under the Term Loan have been paid in full; provided, that for the first excess
cash flow payment only, such amount was based on excess cash flow for the semi-annual period
beginning on July 1, 2008 through December 31, 2008. The Company will be required to make payments
in the amount of $423 thousand in 2010 related to the 2009 excess cash flow, as defined in the Loan
Agreement. The payment will be required by March 31, 2010.
Borrowings under the Loan Agreement are secured by a first priority security interest in
certain assets of the Company, including certain intellectual property. The Loan Agreement contains
affirmative and negative covenants, including covenants that limit or restrict the Companys
ability to, among other things, dispose of certain assets, undergo a change of control, incur
certain indebtedness, make certain investments or acquisitions, pay cash dividends and enter into
certain transactions with affiliates.
On July 18, 2008, the Company entered into a Loan and Security Agreement (the PFG Loan
Agreement) with Partners for Growth II, L.P. (PFG) in connection with the acquisition of eDonor.
The PFG Loan Agreement provides for a subordinated term loan of $1.5 million. It is subordinate to
the Silicon Valley Bank term loan and it is secured by certain assets of the Company, including all
of the Companys intellectual property, all of Companys equity interests in its domestic
subsidiaries and up to 65% of Companys equity interests in any foreign subsidiary. The
subordinated term loan bears interest at the prime rate plus 3% per annum. So long as the Company
maintains a minimum monthly
48
liquidity ratio, the Company is only required to pay interest on the
outstanding principal amount of the loan until July 18, 2011, on which date any unpaid principal
plus any accrued and unpaid interest is due and payable. In the event that the Company does not
maintain the monthly liquidity ratio, PFG may require the Company to amortize the loan over 36
months. The subordinated term loan may be prepaid without penalty or fees.
The PFG Loan Agreement contains affirmative and negative covenants, including covenants that
limit or restrict the Companys ability to, among other things, acquire or dispose of certain
assets, undergo a change of control, incur certain indebtedness, make certain investments or loans,
pay cash dividends, acquire certain shares of its own stock and enter into transactions outside the
ordinary course of business.
The Company granted PFG a warrant to purchase 105 thousand shares of Global Meds common stock
at a price of $0.72 per share and a one-time cash payment of $30,450 plus a waiver fee of $2,500.
The warrant expires on July 17, 2013. The estimated fair value of the warrant on the date of grant
was $81 thousand, which is being amortized over the term of the subordinated loan.
The Companys Inlog subsidiary had secured and unsecured notes payable and capital leases with
various banks aggregating to $597 thousand. The debt instruments bear interest at rates ranging
from approximately 3.2% to 5.4%.
Obligations to Inlog Sellers is comprised of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
Cash payments due Inlog sellers |
|
$ |
553 |
|
|
$ |
1,040 |
|
Stock issuable to Inlog sellers |
|
|
629 |
|
|
|
1,217 |
|
|
|
|
|
|
|
|
|
|
|
1,182 |
|
|
|
2,257 |
|
Less current portion |
|
|
(1,182 |
) |
|
|
(1,167 |
) |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
1,090 |
|
|
|
|
|
|
|
|
In connection with its acquisition of Inlog, the Company is required to make one additional
cash payment to the Inlog sellers in the amount of 400 thousand by June 26, 2010, respectively.
The euro-denominated payments convert to $573 thousand each based on the exchange rate as of
December 31, 2009 and have been discounted at an inherent imputed interest of 7%, because the
payments are non-interest bearing. The discount is being amortized as interest expense over the
term of obligations. These payments are secured by Inlogs accounts receivable.
As part of the consideration to be paid to Inlogs sellers, the Company is also required to issue
Global Med common stock with a market value of $651 thousand on June 26, 2010, respectively. The
stock will be issued at the greater of $1.26 per share or the average closing price for the 10-day
period preceding the issuance date. The Company, at its option, can elect to pay cash instead of
issuing the shares of common stock. The value of this consideration has been discounted at a rate
of 7% with the discount amortized as interest expense over the term of the obligations.
As of December 31, 2009, the aggregate contractual future principal payments relating to long-term
debt, notes payable, capital lease obligations and obligations to Inlogs sellers are as follows
(in thousands):
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt, Notes |
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
Payable |
|
|
Obligations |
|
|
Amounts |
|
|
Present |
|
|
|
and Capital |
|
|
to Inlog |
|
|
Representing |
|
|
Value of |
|
|
|
Leases |
|
|
Sellers (1) |
|
|
Interest |
|
|
Payments |
|
2010 |
|
|
1,291 |
|
|
|
1,207 |
|
|
|
(53 |
) |
|
|
2,445 |
|
2011 |
|
|
3,684 |
|
|
|
|
|
|
|
(107 |
) |
|
|
3,577 |
|
2012 |
|
|
1,105 |
|
|
|
|
|
|
|
(12 |
) |
|
|
1,093 |
|
2013 |
|
|
1,059 |
|
|
|
|
|
|
|
(4 |
) |
|
|
1,055 |
|
2014 |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,151 |
|
|
$ |
1,207 |
|
|
$ |
(176 |
) |
|
$ |
8,182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes obligations payable in the Companys common stock with a market value of
$651 thousand in 2010. |
NOTE 7. STOCKHOLDERS EQUITY
Options and Warrants Exercised
During the years ended December 31, 2009 and 2008, 768 thousand and 1.216 million options,
respectively, were exercised. Of the options exercised during 2009, 315 thousand were exercised
using cash and the Company received $204 thousand. The remaining 453 thousand options were
exercised using the embedded cashless exercise feature provided for in the Companys Stock Option
Plan. Of the options exercised during 2008, 651 thousand were exercised using cash and the Company
received $490 thousand. The remaining 565 thousand options were exercised using the cashless
exercise feature. The exercises discussed above are net of any shares of common stock tendered to
the Company to pay for the income tax obligations associated with the exercise.
No warrants were exercised during the twelve months ended December 31, 2009. In 2008, 2.033
million warrants were exercised.
Conversion of Preferred Stock to Common Stock
As of December 31, 2009, the Company had 5,060 shares of its Series A Convertible Preferred Stock
(Series A) outstanding with a stated value of $5.060 million. The Series A is convertible at the
holders option into the number of shares of common stock determined by dividing the stated value
of the number of shares of Series A to be converted by $0.72 (which amount is subject to
adjustment). Notwithstanding the foregoing, no holder of Series A may convert such holders Series
A into common stock to the extent that after giving effect to such conversion such holder would
beneficially own in excess of 9.99% of the number of shares of the Companys common stock
outstanding immediately after giving effect to such conversion. At December 31, 2009, the
outstanding shares of Series A were convertible into 7.028 million shares of common stock (without
giving effect to the aforementioned limitation on conversion). During the year ended December 31,
2009, 888 shares of Series A were converted into approximately 1.233 million shares of common
stock. During the year ended December 31, 2008, 1,787 shares of Series A were converted into
approximately 2.482 million shares of common stock.
The Company cannot issue dividends on its common stock while the Series A is outstanding unless an
equal dividend is declared on the Series A on an as-converted basis. In addition, the Company is
required to maintain continuous registration on all outstanding securities associated with the
Series A including the shares of common stock underlying the Series A and detachable warrants
issued in connection with the Series A (the Registrable Securities) until all Registrable
Securities have been sold or may be sold without volume restrictions pursuant to Rule 144(k). In
the event the continuous registration lapses or the holders are not permitted to use the prospectus
contained in the applicable registration statement to resell their Registrable Securities for ten
consecutive days or more than 15 days during any twelve month period (an Event Date), each holder
is entitled to receive 1% of the aggregate purchase price paid by
50
such holder for any Registrable
Securities then held by such holder on the Event Date and on each monthly anniversary
of the Event Date up a maximum of 24% of the aggregate purchase price paid by the holder for the
Registrable Securities.
NOTE 8. INCOME TAXES
The provision for income taxes is comprised of the following for the years ended December 31, (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Current: |
|
|
|
|
|
|
|
|
Federal |
|
$ |
(48 |
) |
|
$ |
236 |
|
State |
|
|
|
|
|
|
165 |
|
|
|
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
Federal |
|
|
561 |
|
|
|
(54 |
) |
State |
|
|
1,123 |
|
|
|
(108 |
) |
Foreign |
|
|
(252 |
) |
|
|
(182 |
) |
|
|
|
|
|
|
|
|
|
Change in valuation allowance |
|
|
(865 |
) |
|
|
242 |
|
|
|
|
|
|
|
|
Total income tax expense |
|
$ |
519 |
|
|
$ |
299 |
|
|
|
|
|
|
|
|
The differences between the income tax provision computed using the Companys statutory federal
income tax rate of 34% and the provision for income taxes reported in the Consolidated Statements
of Operations for the years ended December 31 are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Expected federal tax provision |
|
$ |
679 |
|
|
$ |
(41 |
) |
Effect of permanent differences |
|
|
37 |
|
|
|
59 |
|
Change in valuation allowance for deferred tax assets |
|
|
(865 |
) |
|
|
242 |
|
State tax benefit, net of federal provision |
|
|
257 |
|
|
|
38 |
|
Foreign taxes at other rates |
|
|
(74 |
) |
|
|
1 |
|
Expiration of net operating losses |
|
|
485 |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
$ |
519 |
|
|
$ |
299 |
|
|
|
|
|
|
|
|
The significant components of the deferred tax assets and liabilities as of December 31 are as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Net operating loss carry forwards |
|
$ |
8,097 |
|
|
$ |
8,027 |
|
Allowance for uncollectible accounts and notes
receivable |
|
|
110 |
|
|
|
323 |
|
Non qualified stock option exercises |
|
|
|
|
|
|
22 |
|
Unearned revenue |
|
|
1,438 |
|
|
|
2,511 |
|
Accrued expenses and other |
|
|
281 |
|
|
|
677 |
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
9,926 |
|
|
|
11,560 |
|
Valuation allowance |
|
|
(8,628 |
) |
|
|
(9,746 |
) |
|
|
|
|
|
|
|
Deferred tax assets |
|
$ |
1,298 |
|
|
$ |
1,814 |
|
|
|
|
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Deferred tax liability: |
|
|
|
|
|
|
|
|
Depreciation and other |
|
$ |
26 |
|
|
$ |
45 |
|
State taxes |
|
|
425 |
|
|
|
750 |
|
Capitalized software development |
|
|
177 |
|
|
|
177 |
|
Foreign deferred tax liability, net |
|
|
1,211 |
|
|
|
1,211 |
|
|
|
|
|
|
|
|
Deferred tax liability |
|
$ |
1,839 |
|
|
$ |
2,183 |
|
|
|
|
|
|
|
|
U.S and Foreign components of income (loss) before income taxes are as follows:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
2008 |
U.S. |
|
$ |
3,606 |
|
|
|
308 |
|
Foreign |
|
|
(1,609 |
) |
|
|
(428 |
) |
|
|
|
Income (loss) before income taxes |
|
$ |
1,997 |
|
|
$ |
(120 |
) |
As of December 31, 2009, the Company has federal and state net operating loss carry forwards
(NOLs) of approximately $20.634 million and $11.060 million, respectively. These NOLs are
available to reduce future federal and state income taxes some of which is subject to limitation
under Section 382 of the Internal Revenue Code, as amended. These NOLs may be subject to further
limitations should ownership changes occur in the future. The NOLs expire in the years 2010 to
2029. The Company also has available alternative minimum tax credit carryovers of approximately
$16 thousand to reduce future federal income tax expense.
The Company has provided a valuation allowance at December 31, 2009 for all of its U.S., state and
foreign deferred tax assets in excess of what it believes can be realized in 2010. In assessing
the realizability of deferred tax assets, the Company considers whether it is more likely than not
that some portion or all of the deferred tax assets will be realized. The ultimate realization of
deferred tax assets is dependent upon the generation of future taxable income during the period in
which these temporary differences become deductible. The valuation allowance is reviewed on a
regular basis and adjustments may be made in the future.
The Financial Accounting Standards Board issued Interpretation No. 48, Accounting for Uncertainty
in Income Taxes-and Codification 740-10 (FIN 48), which requires reporting of taxes based on
tax positions which meet a more likely than not standard and which are measured at the amount that
is more likely than not to be realized. Differences between financial and tax reporting which do
not meet this threshold are required to be recorded as unrecognized tax benefits. FIN 48 also
provides guidance on the presentation of tax matters and the recognition of potential IRS interest
and penalties would be recorded as a component of tax expense. The provisions of FIN 48 were
adopted by the Company on January 1, 2008 and had no effect on the Companys financial position,
cash flows or results of operations upon adoption, as the Company did not have any unrecognized tax
benefits. The Company records interest and penalties related to tax positions in income tax
expense. The Company had no such interest or penalties for the year ended December 31, 2009.
The Company files tax returns in the United States and various states. The tax years 2005 through
2009 remain open to examination by the major taxing jurisdictions to which the Company is subject.
The Company also began filing tax returns in 2008 in France and Germany as a result of its Inlog
acquisition.
NOTE 9. STOCK OPTION PLANS, WARRANTS, AND STOCK COMPENSATION PLAN
Stock Options
The Companys 2001 Stock Option Plan (2001 Plan) provides for the issuance of options to purchase
up to 10 million registered shares of common stock to employees, officers, directors and
consultants of the Company. Options may be granted as incentive stock options or as nonqualified
stock options. Only employees of the Company are eligible to receive incentive options. The 2001
Plan expires on December 28, 2010. As of December 31, 2009, options to purchase 6.072 million
shares of the Companys common stock at a weighted average exercise price of $0.89 per share were
52
outstanding under the 2001 Plan, of which 5.508 million options were exercisable at December 31,
2009. Options granted under the Plan vest on a straight-line basis, based on schedules determined
by the Board of Directors and generally expire 10 years after grant. During 2009, the Company
issued 140 thousand stock options, 60 thousand were exercised, and 225 thousand options were
cancelled or expired under the 2001 Plan. The Company granted the 140
thousand options to
directors. The options vest ratably over 12 months.
The Companys 2003 Stock Option Plan (2003 Plan) provides for the issuance of stock options
exercisable to purchase up to 5 million registered shares of the Companys common stock to
employees, officers, directors and consultants. As of December 31, 2009, there were options to
purchase 50 thousand shares under the 2003 Plan that were issued to such persons. The exercise
price for these options is $1.50 per share. All of these options were exercisable as of December
31, 2009. During 2009, approximately 613 thousand options were exercised and approximately 1.247
million options under this plan were cancelled or expired.
During the year ended December 31, 2009, approximately 95 thousand options were exercised under the
Second Amended and Restated 1997 Stock Option Plan (Plan) and 75 thousand options were cancelled
or expired. There were no options outstanding for the Plan as of December 31, 2009, and stock
options can no longer be issued under the Plan.
The Company also periodically grants options to purchase shares of restricted common stock. The
shares underlying these options are not registered under the 1933 Act. As of December 31, 2009,
there were options to purchase 300 thousand shares of common stock at a weighted average exercise
price of $1.16 per share outstanding. Of these options, all 300 thousand were exercisable at
December 31, 2009.
Stock-based compensation expense during 2009 associated with the vesting of restricted stock was
$49 thousand. As of December 31, 2009, the unrecognized stock-based compensation expense
associated with unvested restricted stock was $35 thousand, which will be recognized through 2011.
The weighted average fair value of all options granted during 2009 and 2008 was approximately $95
thousand and $142 thousand, respectively. For the years ended December 31, 2009 and 2008, the
Company recognized $184 thousand and $327 thousand, respectively, in compensation expense
associated with the vesting of stock options which was allocated to the same expense categories as
the base compensation for key employees who participate in our stock option plans.
As of December 31, 2009, the unrecognized compensation expense related to unvested options as of
that date was approximately $576 thousand. The weighted-average period over which the remaining
compensation expense will be recognized is 2.15 years.
For the years ended December 31, 2009 and 2008, the intrinsic value of options exercised was $726
thousand and $912 thousand, respectively.
53
The following table summarizes stock options outstanding as of December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
Exercisable Options |
|
|
|
|
|
|
Aggregate |
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate |
|
|
|
|
|
|
|
|
|
|
Intrinsic |
|
|
|
|
|
|
|
|
|
|
|
|
|
Intrinsic |
|
|
|
|
Range of exercise prices |
|
Amount |
|
Value |
|
Price* |
|
Life* |
|
Amount |
|
Value |
|
Price* |
|
Life* |
$0.45 - 0.66 |
|
|
2,560,500 |
|
|
|
|
|
|
$ |
0.58 |
|
|
|
2.97 |
|
|
|
2,560,500 |
|
|
|
|
|
|
$ |
0.58 |
|
|
|
2.97 |
|
$0.66 - 0.87 |
|
|
431,437 |
|
|
|
|
|
|
$ |
0.75 |
|
|
|
7.21 |
|
|
|
328,105 |
|
|
|
|
|
|
$ |
0.74 |
|
|
|
6.93 |
|
$0.87 - 1.08 |
|
|
235,000 |
|
|
|
|
|
|
$ |
1.00 |
|
|
|
3.73 |
|
|
|
235,000 |
|
|
|
|
|
|
$ |
1.00 |
|
|
|
3.73 |
|
$1.08 - 1.29 |
|
|
2,695,000 |
|
|
|
|
|
|
$ |
1.15 |
|
|
|
5.96 |
|
|
|
2,234,550 |
|
|
|
|
|
|
$ |
1.15 |
|
|
|
5.96 |
|
$1.29 - 1.50 |
|
|
500,000 |
|
|
|
|
|
|
$ |
1.39 |
|
|
|
0.11 |
|
|
|
500,000 |
|
|
|
|
|
|
$ |
1.39 |
|
|
|
0.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total December 31, 2009 |
|
|
6,421,937 |
|
|
$ |
530,322 |
|
|
$ |
0.91 |
|
|
|
4.31 |
|
|
|
5,858,155 |
|
|
$ |
528,572 |
|
|
$ |
0.89 |
|
|
|
4.12 |
|
|
|
|
The following table presents the activity for options for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
2008 |
|
|
Options |
|
Price* |
|
Options |
|
Price* |
Outstanding, beginning of year |
|
|
8,597,136 |
|
|
$ |
0.83 |
|
|
|
10,823,602 |
|
|
$ |
0.82 |
|
Granted |
|
|
140,001 |
|
|
|
0.75 |
|
|
|
200,000 |
|
|
|
0.89 |
|
Forfeited/cancelled |
|
|
(1,547,049 |
) |
|
|
0.64 |
|
|
|
(1,210,843 |
) |
|
|
0.79 |
|
Exercised |
|
|
(768,151 |
) |
|
|
0.60 |
|
|
|
(1,215,623 |
) |
|
|
0.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, end of year |
|
|
6,421,937 |
|
|
$ |
0.91 |
|
|
|
8,597,136 |
|
|
$ |
0.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Price reflects the weighted average exercise price and life represents the weighted-average
remaining contractual term. |
Restricted Stock
The following summarizes the Companys restricted stock activity for the year ended December 31,
2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average Grant |
|
|
|
Shares |
|
|
Date Fair Value |
|
Nonvested at January 1, 2009 |
|
|
72,003 |
|
|
$ |
1.27 |
|
Canceled or expired |
|
|
(3,471 |
) |
|
|
1.27 |
|
Vested |
|
|
(40,751 |
) |
|
|
1.27 |
|
|
|
|
|
|
|
|
Nonvested at December 31, 2009 |
|
|
27,781 |
|
|
$ |
1.27 |
|
|
|
|
|
|
|
|
54
Warrants
The following summarizes the outstanding warrants to purchase shares of common stock of Global Med
for the years ended December 31, 2009 and 2008:
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007 |
|
|
12,340,626 |
|
|
$ |
0.69 |
|
Canceled |
|
|
(304,878 |
) |
|
|
0.25 |
|
Exercised |
|
|
(2,003,456 |
) |
|
|
0.57 |
|
Issuances |
|
|
105,000 |
|
|
|
1.25 |
|
|
|
|
|
|
|
|
Balance at December 31, 2008 |
|
|
10,137,292 |
|
|
$ |
0.73 |
|
|
|
|
|
|
|
|
Canceled |
|
|
(65,000 |
) |
|
|
0.55 |
|
|
|
|
|
|
|
|
Balance at December 31, 2009 |
|
|
10,072,292 |
|
|
$ |
0.73 |
|
|
|
|
|
|
|
|
All of the outstanding warrants are exercisable with exercise prices that range from $0.72 to $1.00
per share and expire in the years 2010 to 2013.
NOTE 10. RELATED PARTY TRANSACTIONS
The Companys Inlog subsidiary leases an office building from an entity owned by the former Inlog
owners who are now consultants to Inlog. The Company made lease payments to the former Inlog
owners totaling $212 thousand during the twelve months ended December 31, 2009 based on the year
end exchange rate. The lease term is through October 2014 but can be canceled by the Company in
October 2011 with three months notice.
As of December 31, 2009, the Company had certain obligations to the former Inlog owners, most of
whom are employees or consultants to the Company. As of December 31, 2009, the Company had $1.182
million in obligations to the former Inlog owners at the exchange rate in effect on that date.
During 2009 the Company made cash payments totaling $572 thousand and issued 651 shares of common
stock. Both payments were in line with the Inlog purchase agreement. In addition, the Company is
contingently obligated to pay earn out consideration to the former Inlog owners based on 20% of
operating income over five years as discussed in Note 2 above. No earn out consideration was paid
for the years ended December 31, 2009 or 2008.
Certain of the Companys officers have an ownership interest in the the Companys PeopleMed
subsidiary that totals 11%.
NOTE 11. COMMITMENTS AND CONTINGENCIES
Leases
The Company leases its facilities and certain equipment under non-cancelable operating leases.
Rental expense under operating leases was approximately $821 thousand and $522 thousand for the
years ended December 31, 2009 and 2008, respectively. Rental commitments for the remaining terms
of non-cancelable leases relating to office space which expire at various dates through 2014 are as
follows (in thousands):
|
|
|
|
|
For the year ending December 31, |
|
|
|
|
2010 |
|
$ |
748 |
|
2011 |
|
|
636 |
|
2012 |
|
|
583 |
|
2013 |
|
|
465 |
|
2014 |
|
|
194 |
|
Thereafter |
|
|
|
|
|
|
|
|
|
|
$ |
2,626 |
|
|
|
|
|
55
Property and equipment under capital lease as of December 31, 2009 totaled $259 thousand and
accumulated depreciation was $187 thousand. The Company recognized approximately $15 thousand in
depreciation expense related to capital leases during the year ended December 31, 2009. The
interest rate on the capital lease is approximately 10.4% per year. This obligation is secured by
the underlying capital assets.
Litigation
On September 23, 2002, Global Med and PeopleMed.com, Inc. (PeopleMed) filed a complaint against
Donnie L. Jackson, Jr. (Jackson) in a lawsuit entitled Global Med Technologies, Inc. v.
Donnie L. Jackson, Jr., et al, El Dorado Superior Court Case No. PC 20020576 (the Lawsuit).
The Lawsuit has been settled and claims have been released. No amount was paid by Global Med to
Jackson or Mediware Information Systems, Inc. (Mediware) and no amount was paid by Jackson or
Mediware to Global Med in connection with such settlement. Jackson made a representation as part
of the settlement that he does not have possession of any trade secret or proprietary material of
plaintiffs as so described in their complaint for damages. During 2005, the Company set up a legal
accrual in the amount of $1.004 million and expensed the same amount. As a result of the above, the
Company reversed the $1.004 million legal accrual and the related expense during the third quarter
of our fiscal year 2009.
The Companys Inlog subsidiary is a party to a dispute with a former client, for which it
established a legal accrual prior to Global Meds acquisition. Based on information currently
available, Global Med believes the legal accrual in the amount of $360 thousand at December 31,
2009 is adequate to cover the Companys liability should there be an adverse outcome in the Inlog
matter. The Company does not currently plan to change this accrual until such time as the facts
and circumstances underlying this accrual have changed.
On February 9, 2010, a shareholder of Global Med, Carmelo J. Corica (Plaintiff Corica) filed a
purported class action lawsuit (the CJC Action) against the Company, Acquisition Sub,
Haemonetics, Michael I. Ruxin, M.D., Thomas F. Marcinek, Sarah L. Eames, T. Kendall Hunt and Robert
R. Gilmore (Dr. Ruxin, Mr. Marcinek, Ms. Eames, Mr. Hunt and Mr. Gilmore, collectively, the
Individuals and together with the Company, Acquisition Sub, and Haemonetics, the Defendants).
The CJC Action alleges that the Individuals breached their fiduciary duties to Global Meds
stockholders and alleges that the sales process was neither honest nor fair, that the price offered
is inadequate, and that the Merger Agreement contains terms that discourage other bidders and
constrained Global Meds ability to solicit any other offers. The CJC Action also alleges that
Haemonetics and Global Med aided and abetted such alleged breach. Based on these allegations, the
CJC Action seeks judgment that, among other relief: (1) provides injunctive relief that
preliminarily and permanently enjoins the Offer; (2) rescinds the Offer if it is consummated; (3)
directs the Defendants to account to Plaintiff Corica and other members of the class for all
damages and any profits and other special benefits obtained by the Defendants as a result of
director defendants breaches of their fiduciary duties; and (4) awards Plaintiff Corica the costs
of the CJC Action, including the fees and expenses of Plaintiff Coricas attorneys and experts.
Global Med believes the CJC Action is without merit and plans to vigorously defend against it.
On February 17, 2010, a shareholder of Global Med, Joseph F. Sham (Plaintiff Sham), filed a
purported class action lawsuit in the District Court Jefferson County in Golden, Colorado (the JFS
Action), against the Defendants. The JFS Action purports to be brought individually and on behalf
of all holders of Shares (other than the Defendants). The JFS Action alleges, among other things,
that the Individuals breached their fiduciary duties to Global Meds shareholders, that the bidding
mechanism was inadequate, that the Individuals failed to take reasonable steps to maximize the
value realizable for the Shares, and that the price offered is unconscionable, unfair, and
inadequate and constitutes unfair dealing. The JFS Action also alleges that Acquisition Sub,
Haemonetics and Global Med aided and abetted such alleged breach. Based on these allegations, the
JFS Action seeks judgment that, among other relief: (1) provides injunctive relief against
consummation of the Merger Agreement; (2) awards monetary and/or rescissory damages; and (3) awards
Plaintiff Sham the costs of the JFS Action, including the fees and expenses of Plaintiff Shams
attorneys and experts. Global Med believes the JFS Action is without merit and plans to vigorously
defend against it.
Also on February 17, 2010, a shareholder of Global Med, Robert OBrien (Plaintiff OBrien), filed
a purported class action lawsuit in the District Court Jefferson County in Golden, Colorado (the
OBrien Action), against the Defendants and Gerald Willman, Jr. (an officer of Global Med). The
OBrien Action purports to be brought individually and on behalf of all holders of Shares (other
than the Defendants and Mr. Willman). The OBrien Action alleges, among other things, that the sale
of Global Med at the specified price is unfair and inadequate to Global Med shareholders, that the
56
Merger Agreement contains terms that discourage other bidders from making successful competing
offers, that certain of the Individuals were motivated to secure personal benefits, including
employment agreements and change in control benefits, and that the Individuals breached their
fiduciary duties in approving the Merger. The OBrien Action also
alleges that Acquisition Sub, Haemonetics and Global Med aided and abetted such alleged breach.
Based on these allegations, the OBrien Action seeks judgment that, among other relief: (1)
provides injunctive relief against consummating the Merger; (2) directs the Individuals to exercise
their fiduciary duties to obtain a transaction providing the best possible terms and consideration
for Global Meds shareholders; and (3) awards Plaintiff OBrien the costs of the OBrien Action,
including the fees of Plaintiff OBriens attorneys and experts. Global Med believes the OBrien
Action is without merit and plans to vigorously defend against it.
On March 9, 2010, Plaintiff Corica, Plaintiff Sham and Plaintiff OBrien (together, the
Consolidated Plaintiffs), having sought consolidation of the CJC Action, the Sham Action and the
OBrien Action pending in the District Court of Jefferson County in Golden, Colorado, jointly filed
in each of these three lawsuits an amended class action complaint against the Defendants (the
Amended Complaint). On March 10, 2010, the court entered an order consolidating the three
actions. The consolidated action is captioned Carmelo J. Corica, Joseph F. Sham and Robert OBrien
v. Michael Ruxin et al., Case Nos. 10CV673, 10CV801, 10CV802. The Amended Complaint aggregates and
restates the allegations and causes of action of the CJC Action, the JFS Action and the OBrien
Action. Additionally, the Consolidated Plaintiffs claim that the Individuals breached their
fiduciary duties to Global Meds shareholders by failing to make allegedly material disclosures to
the shareholders in Global Meds Schedule 14D-9 concerning additional details underlying the
fairness opinion of St. Charles Capital, LLC delivered to Global Med and certain background
information. Further, the Amended Complaint alleges that the Individuals approved the proposed
transaction in order to provide liquidity to Global Meds largest stockholder. Based on these
allegations, the Amended Complaint seeks judgment that, among other relief: (1) provides injunctive
relief that preliminarily and permanently enjoins the Offer; (2) rescinds the Offer if it is
consummated; (3) directs the Defendants to account to the Plaintiff and other members of the class
for all damages and any profits and other special benefits allegedly obtained by the Defendants as
a result of the Individuals alleged breaches of their fiduciary duties; and (4) awards the
Consolidated Plaintiffs the costs of the action, including fees and expenses of the Consolidated
Plaintiffs attorneys and experts. We believe that the Amended Complaint is without merit and plan
to vigorously defend against it.
On March 10, 2010, the Consolidated Plaintiffs filed a motion seeking a temporary restraining order
to enjoin the Offer. The Consolidated Plaintiffs claim that (1) without a temporary restraining
order there is a likelihood of irreparable harm to the Consolidated Plaintiffs and no adequate
remedy at law, (2) the Consolidated Plaintffs have a substantial likelihood of success on the
merits, (3) the threatened injury to the Consolidated Plaintiffs and other shareholders outweighs
any possible harm to Defendants, and (4) the granting of the injunction will not disserve the
public interest. We believe that the motion for a temporary restraining order is without merit and
plan to vigorously defend against it.
Employment Agreements
The Company maintains employment agreements with its executive officers and key employees where in
duties and responsibilities and specific compensation arrangements are established for each. These
agreements also include standard non-competition and confidentiality covenants, require that the
employee devote full-time to furthering the business of the Company, provide that technology and
inventions created ruing the course of employment belong to the Company, and contain other customer
provisions. Under the agreements, the employees are entitled to certain severance compensation if
terminated by the Company without cause, as defined in the agreements or under other circumstances,
as defined the agreements. In addition, the Company has two executives for which their employment
agreements require a cash payout in the event of a change in control.
NOTE 12. Subsequent Events
Merger Agreement
On January 31, 2010, Global Med, entered into an Agreement and Plan of Merger (the Merger
Agreement) with Haemonetics Corporation, a Massachusetts corporation (Haemonetics), and Atlas
Acquisition Corp., a Colorado corporation and a wholly-owned subsidiary of Haemonetics (the
Acquisition Sub). Under the terms of the Merger
57
Agreement, Acquisition Sub commenced a tender
offer for shares of Global Meds common stock, par value $0.01 per share (the Global Med Common
Stock), at a price of $1.22 per share, net to the holders of Global Meds Common Stock in cash,
and for shares of Global Meds Series A Convertible Preferred Stock, par value $0.01 per share
(Global Med Preferred Stock), at a price of $1.22 per share on a converted to common stock basis,
net to the holders of Global Med Preferred Stock in cash (the Offer). The Offer commenced on
February 19, 2010 and will expire at 12:00 midnight, Boston Massachusetts time, on March 18, 2010,
subject to certain extension rights and obligations set forth in the Merger Agreement. The Offer is
conditioned on the tender of a majority of the outstanding shares of Global Med
Common Stock and Global Med Preferred Stock and other customary conditions. Based on Global Meds
approximately 50 million diluted common equivalent shares outstanding, the estimated net value of
the transaction is approximately $61 million.
Following the consummation of the Offer and subject to the satisfaction or waiver of the conditions
set forth in the Merger Agreement, the Acquisition Sub will merge into Global Med (the
Merger) and Global Med shall continue as the surviving corporation. The closing of the
Merger is subject to approval by holders of a majority of the then outstanding shares of Global Med
Common Stock and Global Med Preferred Stock. The parties, however, have agreed that in the event
that Acquisition Sub acquires at least 90% of the outstanding shares of each of Global Med Common
Stock and Global Med Preferred Stock then outstanding on a fully diluted basis, pursuant to the
Offer or otherwise, the parties shall take all necessary and appropriate action to cause the Merger
to become effective as soon as practicable without a meeting of shareholders of Global Med or the
solicitation of written consents of such shareholders, in accordance with applicable laws.
Following the announcement of the Merger Agreement, several lawsuits were filed against the
Company, Acquisition Sub, Haemonetics, Michael I. Ruxin, M.D., Thomas F. Marcinek, Sarah L. Eames,
T. Kendall Hunt and Robert R. Gilmore. (Dr. Ruxin, Mr. Marcinek, Ms. Eames, Mr. Hunt and Mr.
Gilmore, collectively, the Individuals and together with the Company, Acqusition Sub, and
Haemonetics, the Defendants). These actions allege, among other things, that the Individuals
breached their fiduciary duties to Global Meds stockholders, that the bidding mechanism was
inadequate, and that the Individuals failed to take reasonable steps to maximize the value
realizable for the shares of common stock. These actions were consolidated on March 10, 2010 into
a single lawsuit. The plaintiffs seek, among other relief: (1) injunctive relief against
Acquisition Subs acquisition of the Companys shares through its cash tender offer; (2) monetary
and/or rescissory damages; and (3) costs of the action, including the fees and expenses of
attorneys and experts. On March 11, 2010, the plaintiffs filed a motion to seek a temporary
restraining order to enjoin the Offer. The Company believes that these actions are without merit
and plans to vigorously defend against them. See the section entitled Legal Proceedings in Part
I, Item 3 of this Annual Report on Form 10-K for further
discussion.
Conversion of Series A
On February 5, 2010, 1,100 shares of Series A were converted into 1.528 million shares of common
stock.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Not applicable.
ITEM 9A(T). CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures.
The Companys management evaluated, with the participation of the Companys Chief Executive Officer
and Chief Financial Officer, the effectiveness of the Companys disclosure controls and procedures
as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation
the Companys Chief Executive Officer and Acting Chief Financial Officer have concluded that the
Companys disclosure controls and procedures are effective to
ensure that information the Company
is required to disclose in reports filed or submitted
58
under the Securities Exchange Act of 1934 (1)
is recorded, processed, summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms, and (2) is accumulated and communicated to the Companys
management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure. The Companys disclosure controls and
procedures are designed to provide reasonable assurance that such information is accumulated and
communicated to management.
Changes in Internal Controls over Financial Reporting.
There have been no changes in the Companys internal controls over financial reporting during the
quarter ended December 31, 2009 that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.
Managements Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is defined in the Securities Exchange Act as
a process designed by, or under the supervision of, the Companys principal executive and principal
financial officers, or persons performing similar functions, and effected by the Companys board of
directors, management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Internal control over
financial reporting includes those policies and procedures that pertain to the maintenance of
records that in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the Company, provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are being made only in
accordance with authorizations of the Companys management and directors and provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of the Companys assets that could have a material effect on the financial statements.
The Companys management, under the supervision and with the participation of the Companys Chief
Executive Officer and Acting Chief Financial Officer, carried out an assessment of the
effectiveness of the Companys internal control over financial reporting as of December 31, 2009.
The Companys management based its evaluation on criteria set forth in the framework in Internal
Control Integrated Framework, issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on that assessment, management has concluded that the Companys
internal control over financial reporting was effective as of December 31, 2009.
All internal control systems, no matter how well designed, have inherent limitations. Even those
deemed to be effective may not prevent or detect misstatements. Also, projections of any
evaluation of the internal control over financial reporting to future periods are subject to the
risk that the internal control may become inadequate because of changes in conditions or that the
degree of compliance may deteriorate.
This Annual Report on Form 10-K does not include an attestation report of the Companys
registered public accounting firm regarding internal control over financial reporting. Managements
report was not subject to the attestation by the Companys registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to
provide only managements report in this Annual Report on Form 10-K.
ITEM 9B. OTHER INFORMATION
Earnings Release
On November 11, 2009, the Company issued a press release relating to its results for the third
quarter and nine months ended September 30, 2009. A copy of the press release is attached to this
Annual Report on Form 10-K as Exhibit 99.1.
Such press releases shall not be deemed filed for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by
reference in any filing under the 1933 Act or
under the Exchange Act, whether made before or after
the date hereof, except as expressly set forth by specific reference in such filing.
59
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Identification of Directors and Executive Officers
Set forth below are the name and position of each director and executive officer of the Company as
of March 8, 2010.
|
|
|
|
|
|
|
Name |
|
Age |
|
Position(s) |
Executive Officers |
|
|
|
|
|
|
Michael I. Ruxin, M.D.
|
|
|
64 |
|
|
Chief Executive Officer and Chairman |
Thomas F. Marcinek
|
|
|
56 |
|
|
President, Chief Operating Officer and Director |
Darren P. Craig
|
|
|
45 |
|
|
Acting Chief Financial Officer |
Timothy J. Pellegrini
|
|
|
47 |
|
|
Sr. Vice President, Chief Operating Officer, Wyndgate |
Gerald F. Willman, Jr.
|
|
|
52 |
|
|
Sr. Vice President of Sales and Marketing, Europe, ME, Asia |
William Scott Dustin
|
|
|
61 |
|
|
Sr. Vice President of Sales and Marketing, Americas |
Miklos Csore
|
|
|
45 |
|
|
Sr. Vice President of Research and Development |
|
|
|
|
|
|
|
Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert R. Gilmore
|
|
|
58 |
|
|
Director |
Sarah L. Eames
|
|
|
51 |
|
|
Director |
T. Kendall Ken Hunt
|
|
|
66 |
|
|
Director |
Global Meds Amended and Restated Articles of Incorporation, as amended, provide that its Board of
Directors (the Board) shall be divided into three classes of directors and that the members of
each class of directors will be elected to serve staggered three-year terms. Michael I. Ruxin,
M.D. and Thomas F. Marcinek are Class I Directors whose terms expire in 2011. Robert R. Gilmore
and Sarah L. Eames are Class II Directors whose terms expire in 2010. T. Kendall Hunt is a Class
III Director whose term expired in 2009. The directors of Global Med serve in office until their
respective successors are duly elected and qualified or until their earlier death or resignation.
Officers of Global Med are appointed by the Board of Directors and serve at the pleasure of the
Board.
The following are brief biographies of each current director and executive officer of the Company
(including present principal occupation or employment, and material occupations, positions, offices
or employment for the past five years). Unless otherwise indicated, to the knowledge of the Company
after reasonable inquiry, no current director or executive officer of the Company during the past
ten years, has (i) been convicted in a criminal proceeding (excluding traffic violations or other
minor offenses), (ii) been a party to any judicial or administrative proceeding (except for any
matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or
final order enjoining the person from future violations of, or prohibiting activities subject to,
U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state
securities laws, (iii) filed a petition under federal bankruptcy laws or any state insolvency laws
or has had a receiver appointed for the persons property or (iv) been subject to any judgment,
decree or final order enjoining, suspending or otherwise limiting for more than 60 days, the person
from engaging in any type of business practice , acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an
associated person of any of the foregoing, or as an investment adviser, underwriter, broker or
dealer in securities, or as an affiliated person, director or employee of any investment company,
bank, savings and loan association or insurance company, or engaging in or continuing any conduct
or practice in connection with such activity or engaging in any activity in connection
60
with the
purchase or sale of any security or commodity or in connection with any violation of Federal or
State securities laws or Federal commodities laws, (v) been found by a court of competent
jurisdiction in a civil action or by the Commission to have violated any Federal or State
securities law, and the judgment in such civil action or finding by the Commission has not been
subsequently reversed, suspended, or vacated, (vi) been found by a court of competent jurisdiction
in a civil action or by the Commodity Futures Trading Commission to have violated any Federal
commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or vacated, (vii) been the subject of, or
a party to, any Federal or State judicial or administrative order, judgment, decree,
or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
(a) any Federal or State securities or commodities law or regulation, (b) any law or regulation
respecting financial institutions or insurance companies including, but not limited to, a temporary
or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or
permanent cease-and-desist order, or removal or prohibition order, or (c) any law or regulation
prohibiting mail or wire fraud or fraud in connection with any business entity, or (viii) been the
subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated,
of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.
78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act
(7 U.S.C. 1(a)(29))), or any equivalent exchange, association,
entity or organization that has
disciplinary authority over its members or persons associated with a member.
There are no material pending legal proceedings to which any of the individuals listed below
is party adverse to the Company or any of its subsidiaries or has a material interest adverse to
the Company or any of its subsidiaries. There are no family relationships between directors and
executive officers of the Company.
Michael I. Ruxin, M.D. the founder of Global Med, has been an officer and director of Global
Med since its incorporation in 1989 and is currently the Chairman and Chief Executive Officer of
Global Med. Dr. Ruxin received a B.A. degree from the University of Pittsburgh and an M.D. degree
from the University of Southern California. Dr. Ruxin is a licensed physician in California and
Colorado.
Thomas F. Marcinek became a Director of Global Med on March 31, 2006 and has been the
President and Chief Operating Officer since March 1998. Previously, Mr. Marcinek was the President
of the Data Technologies Group, a division of Henry Schein, Inc., Melville, New York. Mr. Marcinek
was also the president and owner of a practice management software consulting firm prior to joining
Global Med. Mr. Marcinek received his BA degree in Management with Honors from St. Marys College
of California and has nearly two decades experience as an MIS specialist.
Darren P. Craig, CPA, has served as the Companys Acting Chief Financial Officer since October
14, 2009 and has been with the Company since October 2000. Mr. Craig previously served as the
Companys Vice President of Finance, from 2007 to 2009, and the Manager of Finance from 2000 to
2007. Mr. Craig was formerly with Ernst & Young where he completed management training and was
promoted to audit manager. While at Ernst & Young, Mr. Craig managed public as well as non-public
clients. One of his accomplishments while at Ernst & Young was to assist Waste Connections with
their initial public offering. Additionally, he worked on several mergers and acquisitions during
his tenure. Mr. Craig has a Masters in Accounting from the University of Southern California and
also received a B.S. in Finance from San Diego State University.
Timothy J. Pellegrini has served as the Companys Senior Vice President and Chief Operating
Officer, Wyndgate since August 2009. He is one of the founders of Wyndgate Technologies, Global
Meds predecessor company, joining the Company in 1985. Mr. Pellegrini has a B.S. degree in
business administration with a concentration in management information science and computer science
from California State University, Sacramento.
Gerald F. Willman, Jr. has served the Companys Senior Vice President of Sales and Marketing,
Europe, Middle East and Asia since July 2008. Mr. Willman has been with the Company since 1995 and
has served in various capacities ranging from product design and development to management and
sales. He has a B.S. degree from Hampden Sydney College and an M.B.A from National University.
61
William Scott Dustin has served as the Companys Senior Vice President of Sales and Marketing,
Americas since September 2004. From 2001 to September 2004 Mr. Dustin was Vice President of Sales
for McKesson Health Solutions. He has a B.S. degree in Biology from the University of California
and became a Registered Nurse in 1970.
Miklos Csore joined the Company in 1995 and has served as its Senior Vice President of
Research and Development since 2004. He holds a B.S. degree in mathematics from the University of
Budapest.
Robert R. Gilmore, CPA became a Director and Audit Committee Chairman of Global Med
Technologies, Inc. on March 31, 2006. Mr. Gilmore became a member of the Boards compensation
committee on October 26, 2007. Mr. Gilmore is a Certified Public Accountant. From 1997 to May
2006 and from March 2008 to present, Mr. Gilmore has served as an independent financial consultant
to a number of companies. From May 2006 to February 2008, Mr. Gilmore
was Chief Financial Officer of NextAction Corporation, a private company engaged in multi-channel
direct marketing using technology based proprietary lead generation methods for the retail
industry. As of January 2009, Mr. Gilmore became a Director of Layne Christensen Company and is a
member of its Audit Committee. Since April 2003, Mr. Gilmore has been a Director of Eldorado Gold
Corporation, serving as Chairman of its Audit Committee and is a member of its Compensation
Committee. From July 2007 to March 2009, Mr. Gilmore was also a Director of Frontera Copper
Corporation and served as Chairman of its Audit Committee. Mr. Gilmore has a B.S. degree in
Business Administration from the University of Denver.
Sarah L. Eames became a Director, Audit Committee member, and Chairman of the Compensation
Committee of Global Med on March 31, 2006. Since October 2008, Ms. Eames has served as an Executive
Director of Russell Reynolds Associates, an international executive search firm, in its Health
Services Practice. From 1997 through April 2008, Ms. Eames was employed with Allied Healthcare
International, Inc., a healthcare staffing company, serving as President, Chief Operating Officer,
Chief Executive Officer, Executive Vice President, and Deputy Chairman and Interim Chief Executive
Officer. In addition, she served on its Board of Directors from June 2002 to April 2008. Ms. Eames
served on the Board of Directors of Bostwick Laboratories, Inc. from February 1998 until November
2009. Ms. Eames currently serves on the Board of Directors of Trinity Health and the
Partner-in-Care Board of the Visiting Nursing Services of New York. She received her B.A. in
Economics from Northwestern University and her Masters in Business Administration from the
University of California, Irvine.
T. Kendall Ken Hunt became a Director and member of the Audit Committee of Global Med
Technologies, Inc. on March 31, 2006 and a member of the Compensation Committee on October 26,
2007. Mr. Hunt is Founder, Chairman of the Board and Chief Executive Officer of VASCO Data Security
International, Inc. (NASDAQ: VDSI). VASCO is an international corporation, doing business in over
110 countries, that develops and sells strong authentication products used to protect users doing
on-line transactions over the Internet. VASCOs most significant market is banking and finance,
including the worlds leading financial institutions as customers. He is also affiliated with
several high-tech early-stage companies, serving as a member of their Boards of Directors. Mr.
Hunt is the former President of the Belgian Business Club of Chicago, Chairman of the AeA Midwest
Council and a member of The Economic Club of Chicago. Additionally, he is on the Advisory Board for
the Posse Foundation, an organization dedicated to providing full college scholarships to urban
minority youth leaders through its partnerships with elite universities across the U.S. Mr. Hunt
is also a member of the Advisory Board (which has no decision-making authority) of Victory Park
Capital Advisors LLC. He holds an M.B.A from Pepperdine University, Malibu, California, and a
B.B.A from the University of Miami, Florida.
Director Qualifications and Experience. The following table identifies some of the
experience, qualifications, attributes and skills that the Board considered in making its decision
to appoint and nominate directors to our Board. This information supplements the biographical
information provided above. The vertical axis displays the primary factors reviewed by the Board in
evaluating a board candidate.
62
|
|
|
|
|
|
|
|
|
|
|
|
|
Ruxin |
|
Marcinek |
|
Gilmore |
|
Eames |
|
Hunt |
Experience, Qualification, Skill or Attribute |
|
|
|
|
|
|
|
|
|
|
Professional standing in chosen field |
|
x |
|
x |
|
x |
|
x |
|
x |
Expertise in healthcare or related industry |
|
x |
|
x |
|
|
|
x |
|
|
Expertise in technology or related industry |
|
x |
|
x |
|
x |
|
|
|
x |
Audit Committee Financial Expert (actual or potential) |
|
|
|
|
|
x |
|
x |
|
|
Civic and community involvement |
|
|
|
|
|
|
|
x |
|
x |
Other public company experience |
|
x |
|
|
|
x |
|
|
|
x |
Diversity by race, gender or culture |
|
|
|
|
|
|
|
x |
|
|
Specific skills/knowledge: |
|
|
|
|
|
|
|
|
|
|
-healthcare |
|
x |
|
x |
|
|
|
x |
|
|
-technology |
|
x |
|
x |
|
x |
|
|
|
x |
-governance |
|
x |
|
|
|
x |
|
x |
|
x |
Board Leadership Structure
The Board believes that the Companys Chief Executive Officer is best situated to serve as
Chairman because he is ultimately responsible for the day-to-day operation of the Company and is
the director most familiar with the Companys business and industry and most capable of effectively
identifying strategic priorities and leading the discussion and
execution of strategy. Independent directors and management have different perspectives and roles
in strategy development. Our non-management directors bring experience, oversight and expertise
from outside the Company and industry, while the Chief Executive Officer brings company-specific
experience and expertise. The Board believes that the combined role of Chairman and Chief Executive
Officer promotes strategy development and execution, and facilitates information flow between
management and the Board, which are essential to effective governance.
One of the key responsibilities of the Board is to develop strategic direction and hold management
accountable for the execution of strategy once it is developed. The Board believes the combined
role of Chairman and Chief Executive Officer, together with the presence of three independent
directors on the Board, is in the best interest of shareholders because it provides the appropriate
balance between strategy development and independent oversight of management. The Board retains the
authority to modify this structure to best address the Companys unique circumstances, and so
advance the best interests of all shareholders, as and when appropriate.
Our corporate governance practices are structured to provide for strong independent leadership,
independent discussion among directors and for independent evaluation of, and communication with,
many members of senior management. The Board also believes that its existing corporate governance practices achieve independent
oversight and management accountability, which is the goal that many seek to achieve by separating
the roles of the Chairman of the Board and the Chief Executive Officer.
The Boards Role in Risk Oversight
The Board of Directors oversees the Companys shareholders interest in the long-term health and
the overall success of the Company and its financial strengths. The full Board is actively involved
in overseeing risk management for the Company. It does so in part through discussion and review of
our business, financial and corporate governance practices and procedures.
The Board, as a whole, reviews the risks confronted by the Company with respect to its operations
and financial condition, establishes limits of risk tolerance with respect to the Companys
activities and ensures adequate property and liability insurance coverage.
Because of the role of the Board in the risk oversight of the Company, the Board believes that any
leadership structure that it adopts must allow it to effectively oversee the management of the
risks relating to the Companys operations. The Board recognizes that there are different
leadership structures that could allow it to effectively oversee the management of the risks
relating to the Companys operations, and while the Board believes its current leadership structure
enables it to effectively manage such risks, it was not the primary reason the Board selected its
current leadership structure over other potential alternatives. See the discussion under the
heading Board Leadership Structure above for a discussion of why the Board has determined that
its current leadership structure is appropriate.
Audit Committee. The primary function of the Audit Committee is to assist the Companys
board of directors in fulfilling its oversight responsibilities by reviewing the financial
information which is provided to the Shareholders and
63
others, the systems of internal controls
which management and the Board have established, and the audit process. The Audit Committee
consists of Mr. Gilmore, Ms. Eames and Mr. Hunt. Each of the members of the Audit Committee joined
the Audit Committee on March 31, 2006. Mr. Gilmore serves as Chairman of the Committee and the
Board has determined that Mr. Gilmore is an audit committee financial expert as defined by Item
407 of Regulation S-K of the Securities Act of 1933, as amended (the Securities Act). The
members of the Audit Committee met four times during the 2009 fiscal year. All of the Audit
Committees members are considered independent under the requirements of NASDAQ Listing Rule 5605
and under the Exchange Act. A current copy of the Audit Committee charter, which the Board has
adopted, is available on the Companys website at www.globalmedtech.com. A copy of the Audit
Committee charter may also be obtained, free of charge, by writing to the Corporate Secretary of
Global Med Technologies, Inc., 12600 West Colfax, Suite C-420, Lakewood, Colorado 80215.
Section 16(a) Beneficial Ownership Reporting Compliance
Based on information provided to us, we believe that all our directors, executive officers and
persons who own more than 10% of the Companys common stock were in compliance with Section 16(a)
of the Exchange Act of 1934 during the year ended December 31, 2009.
Code of Ethics
The Board has adopted a formal code of ethics that applies to all of the Companys employees,
officers and directors. The Code of Ethics was filed as Exhibit 10.72 to the Companys Form S-1
Registration Statement filed with the SEC on December 6, 2004. A current copy of the Code of
Ethics is available on the Companys website at www.globalmedtech.com. A copy of the Code of Ethics
may also be obtained, free of charge, by writing to the Corporate Secretary of Global Med
Technologies, Inc., 12600 West Colfax, Suite C-420, Lakewood, Colorado 80215.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes the compensation of our named executive officers which includes our
Chief Executive Officer and the three most highly compensated other executive officers for the
years ended December 31, 2009 and December 31, 2008:
64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonequity |
|
|
Nonqualified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
Option |
|
|
incentive plan |
|
|
deferred |
|
|
All |
|
|
|
|
Name and |
|
|
|
|
|
|
|
Bonus |
|
|
Awards |
|
|
Awards |
|
|
compensation |
|
|
compensation |
|
|
other |
|
|
|
|
principal position |
|
Year |
|
Salary ($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
earnings ($) |
|
|
($) |
|
|
Total ($) |
|
Michael I. Ruxin, |
|
2009 |
|
|
432,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,328 |
* |
|
|
|
|
|
|
|
|
|
|
490,390 |
|
M.D.
Chairman and CEO |
|
2008 |
|
|
419,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,456 |
|
|
|
|
|
|
|
12,846 |
(1) |
|
|
462,565 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas F. Marcinek |
|
2009 |
|
|
285,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,543 |
* |
|
|
|
|
|
|
|
|
|
|
324,043 |
|
President and COO |
|
2008 |
|
|
278,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,451 |
|
|
|
|
|
|
|
|
|
|
|
296,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William Scott Dustin
|
|
2009 |
|
|
127,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97,523 |
|
|
|
|
|
|
|
|
|
|
|
224,573 |
|
Senior Vice
President of Sales
and Marketing,
Americas |
|
2008 |
|
|
126,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130,579 |
|
|
|
|
|
|
|
|
|
|
|
257,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Darren P. Craig
Acting Chief
Financial Officer |
|
2009 |
|
|
163,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,340 |
* |
|
|
|
|
|
|
|
|
|
|
174,840 |
|
|
|
|
* |
|
The nonequity incentive plan compensation earnings, a form of incentive compensation, for fiscal
year 2009 are subject to adjustment based on the final review by the Companys Compensation
Committee. |
|
(1) |
|
In 2008, Dr. Ruxin received $5,912 in life insurance premiums, an annual car allowance of $2,956
and $3,978 in medical reimbursements. |
The compensation committee of the Companys board of directors is responsible for recommending
the salary and other incentive compensation for the Companys executive officers. Prior to the
2009 fiscal year, the compensation committee, together with an independent compensation consultant,
established certain bonus levels for the Companys executive officers that were based on achieving
certain revenue, gross margin and EBITDA targets for the year ended December 31, 2009. Based on
this previously established criteria, and subject to approval of the compensation committee, Dr.
Ruxin is projected to receive a cash bonus of approximately $58,328, Mr. Marcinek is projected to
receive a cash bonus of approximately $38,543 and Mr. Craig is projected to receive a cash bonus of
approximately $11,340. Mr. Dustin will receive $97,523 for commissions earned in fiscal year 2009.
The Company does not have any agreement with its executives or employees that provides for the
payment of retirement benefits.
65
Outstanding Equity Awards at Fiscal Year-end Table
The following table provides information on all outstanding equity awards held by our named
executive officers at December 31, 2009.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
|
Number of |
|
|
Number of |
|
|
|
|
|
|
|
|
|
Securities |
|
|
Securities |
|
|
|
|
|
|
|
|
|
Underlying |
|
|
Underlying |
|
|
|
|
|
|
|
|
|
Unexercised |
|
|
Unexercised |
|
|
Option |
|
|
|
|
|
|
Options |
|
|
Options |
|
|
Exercise |
|
|
Option |
|
|
|
(#) |
|
|
(#) |
|
|
Price |
|
|
Expiration |
|
Name |
|
Exercisable |
|
|
Unexercisable |
|
|
($) |
|
|
Date |
|
Michael I. Ruxin,
M.D. |
|
|
500,000 |
(1) |
|
|
|
|
|
|
0.58 |
|
|
|
10/25/2012 |
|
Chairman and Chief Executive Officer |
|
|
250,000 |
(2) |
|
|
|
|
|
|
1.15 |
|
|
|
12/16/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas F. Marcinek |
|
|
500,000 |
(1) |
|
|
|
|
|
|
0.58 |
|
|
|
10/12/2012 |
|
President and Chief
Operating Officer |
|
|
250,000 |
(2) |
|
|
|
|
|
|
1.15 |
|
|
|
12/16/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Darren P. Craig, |
|
|
50,000 |
(3) |
|
|
|
|
|
|
1.05 |
|
|
|
10/23/2010 |
|
Acting Chief Financial
Officer |
|
|
150,000 |
(2) |
|
|
|
|
|
|
0.58 |
|
|
|
10/25/2012 |
|
|
|
|
275,000 |
(2) |
|
|
225,000 |
(6) |
|
|
1.15 |
|
|
|
12/16/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William Scott Dustin, |
|
|
200,000 |
(4) |
|
|
|
|
|
|
0.60 |
|
|
|
9/27/2014 |
|
Senior Vice President
of Sales and
Marketing, Americas |
|
|
75,000 |
(5) |
|
|
25,000 |
(7) |
|
|
1.15 |
|
|
|
12/16/2015 |
|
|
|
|
(1) |
|
These options were exercisable or vested over time and were fully exercisable on December
16, 2005. |
|
(2) |
|
These options were exercisable on December 16, 2005. |
|
(3) |
|
These options were exercisable on October 23, 2005. |
|
(4) |
|
These options were exercisable on September 27, 2008. |
|
(5) |
|
These options were exercisable on December 16, 2008. |
|
(6) |
|
These options will be exercisable at consummation of the Merger. |
|
(7) |
|
Each year on December 16th, and continuing until 2014, 5,000 of these options will
become exercisable. |
During fiscal year 2009, Mr. Ruxin exercised 1 million options to purchase common stock and
Mr. Marcinek exercised 500,000 options to purchase Common Stock. A certain portion of the
Companys stock options belonging to Mr. Craig and Mr. Dustin vested in 2009. There were no
plan-based grants, no other option exercises or vesting, no pension benefits accrued, and no non
qualified deferred compensation for the executive officers of the Company, including its named
executive officers. In addition, there were no other stock-based awards outstanding as of December
31, 2009.
66
Long-Term Incentive Plan (LTIP) Awards Table
The Company has an LTIP in place. However, no awards were granted under the LTIP during 2009 to
the Companys named executive officers.
Employment Agreements and Post-termination Payments
Michael I. Ruxin, M.D.
On July 30, 2008, the Company entered into an employment agreement with Michael I. Ruxin, M.D., the
Companys Chief Executive Officer (the Ruxin Employment Agreement). The Ruxin Employment
Agreement provides that in the event of a Change of Control of the Company, upon written notice
from Dr. Ruxin, Dr. Ruxin may terminate his employment agreement. A Change of Control is defined
in the Ruxin Employment Agreement as when (i) there is any transaction or series of related
transactions (including but not limited to a merger or reorganization) pursuant to which a person,
other than the Company, acquires directly or indirectly, the beneficial ownership of securities
issued by the Company having greater than fifty percent (50%) or more of the voting power of all of
the voting securities issued by the Company; or (ii) the Company consolidates with or merges with
or into any person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any person; or (iii) individuals who on the Effective Date
constituted the Board of Directors of the Company cease for any reason to constitute a majority of
such Board of Directors. If he terminates his employment agreement as a result of a Change of
Control, Dr. Ruxin will be entitled to a continuation for twenty-four months of his then-current
base salary and benefits in addition to a single lump-sum cash amount equal to any accrued but
unpaid incentive compensation pro-rated through the date on which he gives notice of termination
(Date of Termination). On the Date of Termination, all of Dr. Ruxins unvested Company Stock
Options shall immediately become vested. The consummation of the Offer would constitute a Change of
Control of the Company under such employment agreement. The Compensation Committee of the Board
has approved the making of severance payments to Dr. Ruxin, pursuant to the terms of the Ruxin
Employment Agreement, following the termination of the of the Ruxin Employment Agreement upon
consummation of the Offer.
Thomas F. Marcinek
On November 1, 2008, the Company entered into an employment agreement and an amendment to such
employment agreement with Thomas F. Marcinek, the Companys President and Chief Operating Officer
(the Marcinek Employment Agreement). In the event of a Change in Control of the Company, upon
written notice from Mr. Marcinek, Mr. Marcinek is entitled to terminate his employment and receive
a severance payment equal to twenty-four months of his then-current base salary in addition to a
single lump-sum cash amount equal to any accrued but unpaid incentive compensation pro-rated
through Mr. Marcineks date of termination. The Marcinek Employment Agreement defines a Change in
Control as: the consummation of any of the following transactions effecting a change in ownership
or control of the Company: (1) a merger, consolidation or reorganization, unless securities
representing more than fifty (50%) of the total combined voting power of the voting securities of
the successor corporation are immediately thereafter beneficially owned, directly or indirectly and
in substantially the same proportion, by the persons who beneficially owned the Companys
outstanding voting securities immediately prior to such transaction; or (2) any transfer, sale or
other disposition of all or substantially all of the Companys assets; or (3) the acquisition,
directly or indirectly by any person or related group of persons (other than the Company or a
person that directly or indirectly controls, is controlled by, or is under common control with, the
Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act
of 1934, as amended) of securities possessing more than fifty percent (50%) of the total combined
voting power of the Companys outstanding securities pursuant to a tender or exchange offer made
directly to the Companys beneficial holders. The consummation of the Offer would constitute a
Change of Control of the Company under such employment agreement. The Compensation Committee of
the Board has approved the making of severance payments to Mr. Marcinek, pursuant to the terms of
the Marcinek Employment Agreement, upon consummation of the offer, without requiring he actually
terminate his employment.
Darren Craig
Effective as of November 1, 2008, the Company entered into an employment agreement and an amendment
to such employment agreement with Darren Craig, the Companys Acting Chief Financial Officer (the
Craig Employment Agreement). In the event of a Change in Control of the Company, all of the stock
options of the Company previously awarded to Mr. Craig will immediately vest. The Craig Employment
67
Agreement defines a Change in
Control as when (i) there is any transaction or series of related transactions (including but not
limited to a merger or reorganization) pursuant to which a person, other than the Company, acquires
directly or indirectly, the beneficial ownership of securities issued by the Company having greater
than fifty percent (50%) or more of the voting power of all of the voting securities issued by the
Company; or (ii) the Company consolidates with or merges with or into any person or sells, assigns,
conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any
person; or (iii) individuals who on the effective date constituted the Board of Directors of the
Company cease for any reason to constitute a majority of such Board of Directors. The consummation
of the Offer would constitute a Change in Control under the Craig Employment Agreement.
William Scott Dustin
On November 1, 2008, the Company entered into an employment agreement and an amendment to such
employment agreement, dated as of the same date, with Mr. Dustin, the Companys Senior Vice
President of Sales and Marketing, Americas (the Dustin Employment Agreement). Under the Dustin
Employment Agreement, Mr. Dustin is entitled to receive an annual base salary of $127,050. The
employment agreement had an initial term from November 1, 2008 through November 1, 2009, which was
renewed for a second annual term, and will continue to automatically renew for successive one year
periods. Mr. Dustin is entitled to participate in all of the Companys employee benefit plans,
subject to certain restrictions provided in the Dustin Employment Agreement.
Non-equity Incentive Compensation
The Compensation Committee is responsible for recommending the salary and other incentive
compensation for executive officers. For the year ended December 31, 2009, the Compensation
Committee has not yet finalized their review of executive officer compensation.
The Compensation Committee has not yet approved the 2010 executive incentive compensation plan.
In addition to his base salary, Mr. Dustin participates in a sales commission plan under which he
earned $97,523 for the year ended December 31, 2009.
Director Compensation
We pay our non-employee directors a fee of $35,000 per year.
These directors also receive stock option grants valued at $35,000 based on the value of the
Global Meds common stock underlying the options. The Global Med Common Stock granted in August of
2009 vest over twelve months. In addition, the Audit Committee Chairman receives $10,000 per year
and each additional member of the Audit Committee receives $1,000 per year. The Compensation
Committee Chairman receives $5,000 per year and each additional member of the Compensation
Committee receives $1,000 per year. As Chairman of the Special Committee, Mr. Gilmore will receive
a one-time fee of $5,000. A fee of $1,500 will be paid to each member of the Special Committee per
meeting for any meetings necessary in the performance of their duties as members of the Special
Committee. Each member of the Special Committee will be reimbursed for any out-of-pocket expenses
incurred in the performance of his or her duties as a member of the Special Committee.
For the 2010 fiscal year, the Board has determined that each of its directors will receive (i) a
flat fee of $35,000 and (ii) an additional cash award of $35,000 that will vest one-twelfth
(1/12th) in each month of 2010 in which such director serves on the Board.
68
The following table summarizes compensation paid to our non-employee directors during the year
ended December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees |
|
|
|
|
|
|
|
|
|
Non-Equity |
|
Nonqualified |
|
|
|
|
|
|
Earned or |
|
Stock |
|
Options |
|
Incentive Plan |
|
Deferred |
|
All Other |
|
|
|
|
Paid in |
|
Awards |
|
Awards |
|
Compensation |
|
Compensation |
|
Compensation |
|
Total |
Name |
|
Cash ($) |
|
($) |
|
($) |
|
($) |
|
Earnings ($) |
|
($) |
|
($) |
Robert R.
Gilmore(1) |
|
$ |
46,000 |
|
|
$ |
|
|
|
$ |
35,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
81,000 |
|
|
Sarah L. Eames(2) |
|
$ |
42,500 |
|
|
$ |
|
|
|
$ |
35,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
77,500 |
|
|
T. Kendall Hunt(3) |
|
$ |
38,500 |
|
|
$ |
|
|
|
$ |
35,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
73,500 |
|
|
|
|
(1) |
|
As of December 31, 2009, Mr. Gilmore had an aggregate of 117,762 options to purchase Common
Stock outstanding, of which 19,444 were unvested. |
|
(2) |
|
As of December 31, 2009, Ms. Eames had an aggregate of 117,762 options to purchase Common Stock
outstanding, of which 19,444 were unvested. |
|
(3) |
|
As of December 31, 2009, Mr. Hunt had an aggregate of 105,913 options to purchase Common Stock
outstanding, of which 19,444 were unvested. |
Indemnification Agreements
On February 18, 2010, the Company entered into separate indemnification agreements with
each of its directors. In addition to the indemnification and advancement of expenses provided for
in the Companys articles of incorporation, as amended and restated, and bylaws, these agreements,
among other things, provide the directors with rights of contribution under certain circumstances
and the right to have their expenses paid by the Company if they must enforce their rights of
advancement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The following table presents certain information regarding the beneficial ownership of shares of
the Companys common stock as of March 8, 2010: (i) by each person who is known by the Company to
beneficially own more than 5% of the outstanding shares of Common Stock; (ii) by each director or
nominee of the Company; (iii) by each executive officer of the Company named in the Summary
Compensation Table set forth above under Executive Compensation; and (iv) by all directors and
executive officers of the Company as a group. Beneficial ownership is determined in accordance
with the rules and regulations of the SEC. Under these rules, a person is deemed to beneficially
own a share of the Common Stock if that person has or shares voting power or investment power with
respect to that share, or has the right to acquire beneficial ownership of that share within
60 days, including through the exercise of any option, warrant or other right or the conversion of
any other security.
|
|
|
|
|
|
|
|
|
|
|
Common Stock Beneficially |
|
Percentage of Common Stock |
Name and Address |
|
Owned(1) |
|
Beneficially Owned (1) |
Michael I. Ruxin, M.D. |
|
|
1,900,579 |
(2) (3) |
|
|
4.85 |
% |
12600 W. Colfax, Suite C-420 |
|
|
|
|
|
|
|
|
Lakewood, CO 80215 |
|
|
|
|
|
|
|
|
Thomas F. Marcinek |
|
|
1,308,204 |
(2) (3) |
|
|
3.34 |
% |
4925 Robert J. Mathews Parkway |
|
|
|
|
|
|
|
|
Suite 100 |
|
|
|
|
|
|
|
|
El Dorado Hills, CA 95762 |
|
|
|
|
|
|
|
|
69
|
|
|
|
|
|
|
|
|
|
|
Common Stock Beneficially |
|
Percentage of Common Stock |
Name and Address |
|
Owned(1) |
|
Beneficially Owned (1) |
Darren P. Craig |
|
|
475,000 |
(2) (3) |
|
|
1.22 |
% |
4925 Robert J. Mathews Parkway |
|
|
|
|
|
|
|
|
Suite 100 |
|
|
|
|
|
|
|
|
El Dorado Hills, CA 95762 |
|
|
|
|
|
|
|
|
William Scott Dustin |
|
|
275,000 |
(2) (3) |
|
|
* |
|
4925 Robert J. Mathews Parkway |
|
|
|
|
|
|
|
|
Suite 100 |
|
|
|
|
|
|
|
|
El Dorado Hills, CA 95762 |
|
|
|
|
|
|
|
|
Robert R. Gilmore |
|
|
141,433 |
(2) (3) |
|
|
* |
|
12600 W. Colfax, Suite C-420 |
|
|
|
|
|
|
|
|
Lakewood, CO 80215 |
|
|
|
|
|
|
|
|
Sarah L. Eames |
|
|
141,433 |
(2) (3) |
|
|
* |
|
12600 W. Colfax, Suite C-420 |
|
|
|
|
|
|
|
|
Lakewood, CO 80215 |
|
|
|
|
|
|
|
|
T. Kendall Hunt |
|
|
159,584 |
(2) (3) (4) |
|
|
* |
|
12600 W. Colfax, Suite C-420 |
|
|
|
|
|
|
|
|
Lakewood, CO 80215 |
|
|
|
|
|
|
|
|
All
Directors and Executive Officers |
|
|
4,401,233 |
(2) (3) |
|
|
10.73 |
% |
as
a Group (7 persons) |
|
|
|
|
|
|
|
|
Victory Park Special |
|
|
4,876,765 |
(5) |
|
|
12.68 |
% |
Situations Master Fund, Ltd. |
|
|
|
|
|
|
|
|
c/o Walkers SPV Limited |
|
|
|
|
|
|
|
|
Walker House |
|
|
|
|
|
|
|
|
87 Mary Street |
|
|
|
|
|
|
|
|
Georgetown, Grand Cayman |
|
|
|
|
|
|
|
|
Cayman Islands KY1 9002 |
|
|
|
|
|
|
|
|
Crestview Capital Master, LLC |
|
|
4,073,356 |
(6) |
|
|
9.99 |
% |
95 Revere Drive, Suite A |
|
|
|
|
|
|
|
|
Northbrook, IL 60062 |
|
|
|
|
|
|
|
|
Shepherd
Investments International, Ltd. |
|
|
3,582,167 |
(7) |
|
|
8.83 |
% |
3600 South Lake Drive |
|
|
|
|
|
|
|
|
St. Francis, WI 53235 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Represents holdings of less than one percent (1%). |
|
(1) |
|
The number of shares outstanding used in calculating the applicable percentage of beneficial
ownership is based on 38,445,725 shares of Common Stock outstanding as of March 8, 2010
together with securities exercisable or convertible into shares of Common Stock within 60 days
of March 8, 2010. Shares of Common Stock subject to securities which are currently exercisable
or convertible within 60 days of March 8, 2010 are deemed outstanding for computing the
percentage of the person or entity holding such securities but are not deemed outstanding for
computing the percentage of any other person or entity. |
|
(2) |
|
Each of these individuals possesses sole voting and dispositive power over the shares
beneficially owned. |
|
(3) |
|
Shares beneficially owned includes options that are currently exercisable or exercisable
within 60 days. |
|
(4) |
|
Includes 30,000 shares held by the T. Kendall Hunt Trust, of which Mr. Hunt is the trustee,
and 27,559 fully vested restricted stock units. Mr. Hunt, a member of the Companys Board of
Directors, is affiliated with Victory Park Capital Advisors, LLC (Victory Park CA). The T. Kendall Hunt Trust
has a 5% ownership of Victory Park GP, LLC, and a 5% ownership of Victory Park CA. Mr. Hunt is on the Advisory Board of Victory Park CA, but
is not an officer of that entity. Mr. Hunt is an investor in Victory Park Special Situations LP as a limited
partner. Mr. Hunt has no decision making authority with respect to Victory Park CA, Victory Park GP, LLC, or any of their respective affiliated funds. |
|
(5) |
|
Based partially on information contained in the Schedule 13D/A jointly filed by Victory
Park CA, Victory Park Special Situations Master Fund, Ltd.
(Victory Park Special Situations), Jacob Capital, L.L.C. (Jacob Capital) and Richard Levy
pursuant to the Exchange Act on February 1, 2010 and on information contained in the Form 4
jointly filed by Victory Park Special Situations, Victory Park CA, Jacob Capital and Richard Levy
on October 2, 2008, each of which may not be current as of the date of this Annual Report on Form 10-K. Victory Park CA shares voting and dispositive power over the shares it owns with Jacob
Capital, Victory Park Special Situations and Richard Levy. Victory Park Special Situations
holds warrants that would be convertible into 4,125,000 shares of Common Stock and 3,960
shares of Preferred Stock, which constitute all of the outstanding shares of Preferred Stock
as of February 26, 2010 that would be convertible into 5,500,000 shares of Common Stock if not
for certain restrictions on conversion such that the holder may only exercise the warrants or
convert the Preferred Stock so the beneficial ownership by the holder (together with such
holders affiliates) is no |
70
|
|
|
|
|
more than 9.99% of the shares of Common Stock outstanding immediately after giving effect to
such conversion. Accordingly, the shares underlying the warrants and the Preferred Stock
have not been included in the number of shares beneficially owned. Victory Park CA is the
investment manager for Victory Park Special Situations. Jacob Capital is the manager of
Victory Park CA. Richard Levy is the sole member of Jacob Capital. Victory Park CA, Jacob
Capital and Richard Levy disclaim beneficial ownership of the securities except to the
extent of their pecuniary interest therein. |
|
(6) |
|
Based partially on information contained in the Schedule 13G/A jointly filed by Crestview
Capital Master, LLC (Crestview) and Crestview Capital Partners, LLC (Crestview Partners)
pursuant to the Exchange Act on February 14, 2008, which may not be current as of the date of
this Annual Report on Form 10-K. Crestview holds warrants that would be convertible into 2,833,334
shares of Common Stock, if not for certain restrictions on conversion, such that the holder
may only exercise the warrants so that the beneficial ownership by the holder (together with
such holders affiliates) is no more than 9.99% of the shares of Common Stock outstanding
immediately after giving effect to such conversion. These warrants, up to the 9.99%
threshold, are included in the number of shares of Common Stock beneficially owned by
Crestview. On February 3, 2010, Crestview converted 1,100 shares of Preferred Stock, held in
the name of National Financial Services, LLC, Crestviews clearing agent, into 1,527,778
shares of Common Stock. Crestview Partners is the sole manager of Crestview, and as such has
the power to direct the vote and to direct the disposition of investments beneficially owned
by Crestview, including the Common Stock, and thus may also be deemed to beneficially own the
Common Stock beneficially owned by Crestview. Stewart Flink, Robert Hoyt and Daniel Warsh,
each of whom are United States citizens, are the managers of Crestview Partners, and as such
may be deemed to share the power to vote and to dispose of investments beneficially owned by
Crestview Partners, including the Common Stock; however, each expressly disclaims beneficial
ownership of such shares of Common Stock. |
|
(7) |
|
Based partially on information contained in the Schedule 13G/A jointly filed by Michael A. Roth
and Brian J. Stark with respect to shares held by Shepherd Investments International, Ltd.
(Shepherd) pursuant to the Exchange Act on February 16, 2010, which may not be current as of
the date of this Annual Report on Form 10-K. Shepherd holds warrants that would be convertible
into 2,125,000 shares of Common Stock if not for certain restrictions on conversion, such that
the holder may only exercise the warrants so that beneficial ownership by the holder
(together with such holders affiliates) is no more than 9.99% of the shares of Common Stock
outstanding immediately after giving effect to such conversion. These warrants are included in the number of shares of Common Stock beneficially owned by
Shepherd. Michael A. Roth and Brian J. Stark direct the management of Stark Offshore
Management, LLC (Stark Offshore), which acts as the investment manager and has sole power to
direct the management of Shepherd. As the managing members of Stark Offshore, Michael A.
Roth and Brian J. Stark possess shared voting and dispositive power over all of the foregoing
shares. Michael A. Roth and Brian J. Stark disclaim beneficial ownership of such shares of
Common Stock. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Director Independence
Sarah L. Eames, Robert R. Gilmore and T. Kendall Hunt are independent directors under the
requirements of NASDAQ Listing Rule 5605 and under the Exchange Act.
Related Party Transactions
On February 18, 2010, the Company entered into separate indemnification agreements with each of its
directors. In addition to the indemnification and advancement of expenses provided for in the
Companys articles of incorporation, as amended and restated, and bylaws, these agreements, among
other things, provide the directors with rights of contribution under certain circumstances and the
right to have their expenses paid by the Company if they must enforce their rights of advancement.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table presents fees for professional services rendered by Ehrhardt Keefe Steiner &
Hottman P.C. for the audit of our consolidated financial statement as of and for the years ended
December 31, 2009 and 2008 and fees billed for other services rendered by Ehrhardt Keefe Steiner &
Hottman P.C. during the periods.
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
Audit fees (1) |
|
$ |
147,945 |
|
|
$ |
164,581 |
|
Audit related fees (2) |
|
$ |
8,185 |
|
|
$ |
32,321 |
|
Tax fees (3) |
|
$ |
31,750 |
|
|
$ |
31,050 |
|
All other Fees (4) |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
$ |
187,880 |
|
|
$ |
227,952 |
|
71
|
|
|
(1) |
|
Audit Fees: represents the aggregate fees billed or to be billed
for professional services rendered for the audits of the
Companys annual financial statements and for the review of the
financial statements included in the Companys quarterly reports
during such periods, or for services that are normally provided
in connection with statutory and regulatory filings or
engagements. |
|
(2) |
|
Audit-Related Fees: represents the aggregate fees billed or to
be billed for assurance and related services, that are reasonably
related to the performance of the audit or review of the
Companys financial statements, but are not included as Audit
Fees. |
|
(3) |
|
Tax Fees: represents the aggregate fees billed or to be billed for
professional services rendered for U.S. federal, state and foreign tax
compliance, tax advice and tax planning. |
|
(4) |
|
All Other Fees: represents the aggregate fees billed or to be billed consisting of permitted non-audit services. |
All of these services for fiscal years 2009 and 2008 were pre-approved by the Audit Committee. The
Audit Committees policy is to pre-approve all audit and non-audit services provided by the
independent registered public accounting firm, including the estimated fees and other terms of any
such engagement.
72
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Financial Statements: See Index to Consolidated Financial Statements under Part II, Item 8 of this
Annual Report on Form 10-K
Exhibits:
|
|
|
Exhibit |
|
|
Number |
|
DESCRIPTION |
2.1
|
|
Agreement and Plan of Merger, dated as of January 31, 2010, by and among Haemonetics, the
Acquisition Sub and the Company. (32) |
|
|
|
3.1
|
|
Amended and Restated Articles of Incorporation, filed June 2, 1995 (1) |
|
|
|
3.2
|
|
Articles of Amendment to the Articles of Incorporation, filed March 5, 1996 (1) |
|
|
|
3.3
|
|
Articles of Amendment to the Articles of Incorporation, filed May 30, 1996 (1) |
|
|
|
3.4
|
|
Bylaws, as amended (27) |
|
|
|
3.5
|
|
Amended and Restated Articles of Incorporation, dated April 16, 2001 (27) |
|
|
|
4.1
|
|
Specimen copy of stock certificate for common stock, $.01 par value (1) |
|
|
|
10.1
|
|
Development Agreement, dated July 12, 1996 between Global Med and The Institute for
Transfusion Medicine, dated July 12, 1996, as amended January 12, 1998 (4) |
|
|
|
10.2
|
|
Office Lease between the Company and Golden Hill Partnership, dated January 11, 1999 (6) |
|
|
|
10.3
|
|
Standard Industrial/Commercial Multi-Tenant Lease between the Company and James W. Cameron,
Jr., dated February 8, 1999 (6) |
|
|
|
10.4
|
|
2001 Stock Option Plan (11)* |
|
|
|
10.5
|
|
Amended and Restated 1997 Stock Compensation Plan (12)* |
|
|
|
10.6
|
|
Global Med Technologies, Inc. 2003 Stock Option Plan. (15)* |
|
|
|
10.7
|
|
Articles of Amendment to Articles of Incorporation Preferred Stock (16) |
|
|
|
10.8
|
|
Code of Ethics and Conduct for Global Med Technologies, Inc. (18) |
|
|
|
10.9
|
|
Securities Purchase Agreement between the purchasers dated December 16, 2005. (20) |
|
|
|
10.10
|
|
Registration Rights Agreement between the registrant and the purchasers dated December 16,
2005. (20) |
|
|
|
10.11
|
|
Stock Purchase Agreement between the Company and GMIL dated December 16, 2005. (20) |
|
|
|
10.12
|
|
Certificate of Designation of Preferences Rights and Limitations of Series A Convertible
Preferred Stock between the registrant and the purchasers dated December 16, 2005. (20) |
|
|
|
10.13
|
|
Common Stock Purchase Warrant between the Company and the purchasers dated December 16,
2005. (20) |
|
|
|
10.14
|
|
Private Placement Agreement between the Company and purchasers dated December 16, 2005. (20) |
73
|
|
|
Exhibit |
|
|
Number |
|
DESCRIPTION |
10.15
|
|
Right of First Notice Agreement between Futuristic Image Builder, Ltd., the purchasers and the
Company dated December 16, 2005. (20) |
|
|
|
10.16
|
|
Right of First Notice Agreement between the shareholders, the purchasers and the Company dated
December 16, 2005. (20) |
|
|
|
10.17
|
|
Private Stock Purchase and Escrow Agreement between the investors, GMIL, and the Company dated
December 16, 2005. (20) |
|
|
|
10.18
|
|
First Amendment to Securities Purchase Agreement (21) |
|
|
|
10.19
|
|
Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the
Series A Convertible Preferred Stock (21) |
|
|
|
10.20
|
|
Amended and Restated Common Stock Purchase Warrant (21) |
|
|
|
10.21
|
|
First Amendment to Registration Rights Agreement (21) |
|
|
|
10.22
|
|
Loan and Security Agreement dated as of June 17, 2008 between Silicon Valley Bank, Global
Med Technologies, Inc. and PeopleMed.com, Inc. (23) |
|
|
|
10.23
|
|
Intellectual Property Security Agreement dated as of June 17, 2008 between
Silicon Valley Bank, Global Med Technologies, Inc. and PeopleMed.com, Inc. (23) |
|
|
|
10.24
|
|
Executive Employment Agreement dated November 1, 2008 between the Company and Timothy Pellegrini
(29)* |
|
|
|
10.25
|
|
Executive Employment Agreement dated November 1, 2008 between the Company and Gerald Willman (29)* |
|
|
|
10.26
|
|
Executive Employment Agreement dated November 1, 2008 between the Company and Miklos Csore (29)* |
|
|
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10.27
|
|
Executive Employment Agreement dated November 1, 2008 between the Company and William Scott Dustin
and amendment thereto (29) (34)* |
|
|
|
10.28
|
|
Executive Employment Agreement dated November 1, 2008 between the Company and Darren Craig (31)* |
|
|
|
10.29
|
|
Stock Purchase Agreement dated March 26, 2008 between the Company and Sellers Named Therein
(22) |
|
|
|
10.30
|
|
Second Amendment to Loan and Security Agreement, dated March 19, 2009 between the Company and
Silicon Valley Bank. (28) |
|
|
|
10.31
|
|
Limited Waiver and Amendment No. 2 to Loan and Security Agreement, dated March 19, 2009 between the
Company and Partners for Growth II, L.P. (28) |
|
|
|
10.32
|
|
Amended and Restated Warrant, dated March 19, 2009 between the Company and Partners for Growth II,
L.P. (28) |
|
|
|
10.33
|
|
Confidentiality Agreement, dated as of March 30, 2009, by and between the Company and Haemonetics.
(35) |
|
|
|
10.34
|
|
Loan and Security Agreement dated as of June 17, 2008 between Silicon Valley Bank, Global
Med Technologies, Inc. and PeopleMed.com, Inc. (23) |
|
|
|
10.35
|
|
Security Agreement, dated June 26, 2008 among Global Med Technologies, Inc. and the
Sellers named therein (24) |
|
|
|
10.36
|
|
Loan and Security Agreement dated as of July 18, 2008 among Partners for Growth II, L.P., Global
Med Technologies, Inc. and PeopleMed.com, Inc. (25) |
|
|
|
10.37
|
|
Employment Agreement dated July 30, 2009, between the Company and Michael I. Ruxin, effective
August 1, 2009 (25)* |
|
|
|
10.38
|
|
Asset Purchase Agreement dated July 31, 2009 Between the Company and the Sellers Named Therein (26) |
|
|
|
10.39
|
|
Binding Letter of Intent dated September 15, 2009 between Inlog S.A. and VeriDentia, S.L. (30) |
74
|
|
|
Exhibit |
|
|
Number |
|
DESCRIPTION |
10.40
|
|
Executive Employment Agreement dated November 1, 2009 between the Company and Thomas F. Marcinek
(34)* |
|
|
|
10.41
|
|
Exclusivity Agreement between the Company and Haemonetics, dated as of December 2, 2009. (35) |
|
|
|
10.42
|
|
Extension of Exclusivity Agreement between the Company and Haemonetics, dated as of January 25,
2010 (35) |
|
|
|
10.43
|
|
Form of Indemnification Agreement between the Company and certain of its officers and directors.
(33) |
|
|
|
14.1
|
|
Code of Ethics (18) |
|
|
|
21.1
|
|
Subsidiaries of Registrant |
|
|
|
23.1
|
|
Consent of the Companys Independent Auditors. |
|
|
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a- 14(a) or Rule 15d-14(a) of the
Securities Exchange Act of 1934, as amended. |
|
|
|
31.2
|
|
Certification of the Acting Chief Financial Officer pursuant to Rule 13a- 14(a) or Rule 15d-14(a)
of the Securities Exchange Act of 1934, as amended. |
|
|
|
32.1
|
|
Certification of the Chief Executive Officer pursuant to U.S.C. Section 1350, as adopted, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.2
|
|
Certification of Acting Chief Financial Officer pursuant to U.S.C. Section 1350, as adopted,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
99.1
|
|
Press Release dated November 11, 2009. |
|
|
|
99.2
|
|
Amended Class Action Complaint in the matter of Carmelo J. Corica, Joseph F. Sham and Robert
OBrien v. Michael Ruxin et al., Case Nos. 10CV673, 10CV801, 10CV802 |
|
|
|
*
|
|
Management contract or compensatory plan or arrangement |
|
|
|
(1)
|
|
The documents identified are incorporated by reference from the Companys Registration Statement on
Form SB-2 (No. 333-11723). |
|
|
|
(2)-(3)
|
|
Not used |
|
|
|
(4)
|
|
Incorporated by reference from the Companys Annual Report on Form 10-KSB for the year ended
December 31, 1997. |
|
|
|
(5)
|
|
Not used. |
|
|
|
(6)
|
|
Incorporated by reference from the Companys Annual Report on Form 10-KSB for the year ended
December 31, 1998. |
|
|
|
(7) (10)
|
|
Not used. |
|
|
|
(11)
|
|
Incorporated by reference from the Companys Registration Statement on Form S-8 (No. 333-60674) |
|
|
|
(12)
|
|
Incorporated by reference from the Companys Registration Statement on Form S-8 (No. 333-60672) |
|
|
|
(13)-(14)
|
|
Not used. |
|
|
|
(15)
|
|
Incorporated by reference from the Companys Form 10-K for the year ended December 31, 2003. |
|
|
|
(16)
|
|
Incorporated by reference from the Companys Form 10-Q for the quarterly period ended June 30, 2004. |
|
|
|
(17)
|
|
Not used. |
|
|
|
(18)
|
|
Incorporated by reference from the Companys Form S-1 (No. 333-121030). |
|
|
|
(19)
|
|
Not used. |
|
|
|
(20)
|
|
Incorporated by reference from the Companys Form 8-K filed on December 20, 2005. |
|
|
|
(21)
|
|
Incorporated by reference to the Companys Form 10-KSB for the year ended December 31, 2005 |
|
|
|
(22)
|
|
Incorporated by reference to the Companys Current Report on Form 8-K filed on March 31, 2008 |
|
|
|
(23)
|
|
Incorporated by reference to the Companys Current Report on Form 8-K filed on June 20, 2008 |
|
|
|
(24)
|
|
Incorporated by reference to the Companys Current Report on Form 8-K filed on July 2, 2008 |
|
|
|
(25)
|
|
Incorporated by reference to the Companys Form 10-Q for the quarterly period ended June 30, 2008. |
75
|
|
|
(26)
|
|
Incorporated by reference to the Companys Current Report on Form 8-K filed on August 6, 2008 |
|
|
|
(27)
|
|
Incorporated by reference to the Companys Current Report on Form 8-K filed on November 19, 2008. |
|
|
|
(28)
|
|
Incorporated by reference to the Companys Form 10-K for the year ended December 31, 2008. |
|
|
|
(29)
|
|
Incorporated by referencfe to the Companys Form 10-Q for the quarterly period ended June 30, 2009 |
|
|
|
(30)
|
|
Incorporated by reference to the Companys Current Report on Form 8-K filed on September 21, 2009 |
|
|
|
(31)
|
|
Incorporated by reference to the Companys Current Report on Form 8-K filed on October 19, 2009. |
|
|
|
(32)
|
|
Incorporated by reference to to the Companys Current Report on Form 8-K filed with the SEC on
February 2, 2010. |
|
|
|
(33)
|
|
Incorporated by reference to the Companys Current Report on Form 8-K filed with the SEC on
February 23, 2010. |
|
|
|
(34)
|
|
Incorporated by reference to the Companys Schedule 14D-9 filed on March 4, 2010. |
|
|
|
(35)
|
|
Incorporated by reference to the Tender Offer Statement on Schedule TO, filed by Haemonetics and
Acquisition Sub with respect to the Company on February 19, 2010. |
76
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
|
|
|
|
|
GLOBAL MED TECHNOLOGIES, INC.,
a Colorado Corporation
|
|
Date: March 16, 2010 |
By: |
/s/ Michael I. Ruxin, M.D.
|
|
|
|
Michael I. Ruxin, M.D. |
|
|
|
Chairman of the Board and Chief Executive Officer |
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
|
|
|
|
Date: March 16, 2010 |
By: |
/s/ Michael I. Ruxin, M.D.
|
|
|
|
Michael I. Ruxin, M.D., Chairman of the Board and |
|
|
|
Chief Executive Officer (Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
|
Date: March 16, 2010 |
By: |
/s/ Thomas F. Marcinek
|
|
|
|
Thomas F. Marcinek, Director, President and |
|
|
|
Chief Operating Officer |
|
|
|
|
|
|
|
|
|
|
Date: March 16, 2010 |
By: |
/s/ Darren P. Craig
|
|
|
|
Darren P. Craig, Acting Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: March 16, 2010 |
By: |
/s/ T. Kendall Hunt
|
|
|
|
T. Kendall Hunt, Director |
|
|
|
|
|
|
|
|
|
|
|
Date: |
By: |
|
|
|
|
Sarah L. Eames, Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: March 16, 2010 |
By: |
/s/ Robert R. Gilmore
|
|
|
|
Robert R. Gilmore, Director |
|
|
|
|
|
|
77