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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______.
Commission File Number: 0-17458
AHPC HOLDINGS, INC
(Exact name of registrant as specified in its charter)
MARYLAND 73-1326131
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 PARK BOULEVARD, SUITE 1260
ITASCA, IL 60143
----------------
(Address of principal executive office)
(630) 285-9191
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
------------------------------------
The number of shares of the issuer's Common Stock, par value $.01 per
share, and issuer's Common Stock, par value $.01 per share, outstanding as of
February 18, 2005, was 1,119,402.
AHPC HOLDINGS, INC
INDEX
PART I - FINANCIAL INFORMATION
A quarterly review of the second quarter financial statements has been
performed by an independent registered public accounting firm in accordance with
Statement of Auditing Standards No. 100.
Item 1.
Condensed Consolidated Balance Sheets
December 31, 2004 (unaudited) and June 30, 2004, (audited).............. pgs.3-4
Condensed Consolidated Statements of Operations (unaudited) for the
Three Months Ended December 31, 2004 and 2003........................... pg. 5
Condensed Consolidated Statements of Operations (unaudited) for the
Six Months Ended December 31, 2004 and 2003............................. pg. 6
Condensed Consolidated Statements of Cash Flow (unaudited) for the
Six Months Ended December 31, 2004 and 2003............................. pg. 7
Notes to Condensed Consolidated Financial Statements (unaudited)........ pg. 8
Item 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................... pg.20
Item 3.
Quantitative and Qualitative Disclosures About Market................... pg.25
Item 4.
Controls and Procedures................................................. pg.25
PART II - OTHER INFORMATION
Items 1.-5................................................................... pg.26
Item 6. .................................................................... pg.26
2
AHPC HOLDINGS, INC AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2004 AND JUNE 30, 2004
December 31, 2004 June 30, 2004
----------------- -------------
(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,231 $ 359,012
Accounts receivable - trade, net of allowance for doubtful
accounts of $339,851 at December 31, 2004 and $319,851 at
June 30, 2004 1,587,295 1,823,149
Inventories, net 6,445,778 6,694,430
Prepaid expenses 672,356 425,301
Other receivables
5,193 5,193
------------ ----------
Total current assets 8,711,853 9,307,085
PROPERTY, PLANT AND EQUIPMENT
Equipment, furniture and fixtures 2,611,754 2,621,109
Building improvements 14,310 14,310
------------ ----------
Total property, plant and equipment 2,626,064 2,635,419
Less accumulated depreciation and amortization 2,156,389 2,028,981
------------ ----------
Property, plant and equipment, net 469,675 606,438
Other assets 69,595 69,595
------------ ----------
$ 9,251,123 $9,983,118
============ ==========
3
AHPC HOLDINGS, INC AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS - CONTINUED
DECEMBER 31, 2004 AND JUNE 30, 2004
December 31, 2004 June 30, 2004
----------------- -------------
(unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - trade $ 2,959,444 $ 2,349,617
Trade notes payable 1,346,850 1,364,806
Notes payable 171,263 485,138
Accrued expenses 964,696 1,220,842
------------ ------------
Total current liabilities 5,442,253 5,420,403
LONG-TERM DEBT - -
DEFERRED TAX LIABILITIES 725,972 725,972
COMMITMENTS AND CONTINGENCIES - -
SHAREHOLDERS' EQUITY
Common stock, $.03 par value; 3,333,333 shares
Authorized; 1,119,402 shares issued at December 31,
2004 and 1,108,452 shares issued at June 30, 2004 33,037 33,037
Additional paid-in capital 17,816,564 17,778,099
Accumulated deficit (8,760,527) (7,968,217)
------------ ------------
9,089,074 9,842,919
Less common stock in treasury, at cost, 129,267 shares
at December 31, 2004 and June 30, 2004 (6,006,176) (6,006,176)
------------ ------------
Total shareholders' equity 3,082,898 3,836,743
------------ ------------
$ 9,251,123 $ 9,983,118
============ ============
4
AHPC HOLDINGS, INC AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
Three Months Ended
December 31,
-----------------------------
2004 2003
----------- -----------
Net sales $ 6,514,832 $ 9,527,504
Cost of goods sold 4,966,562 8,047,491
----------- -----------
Gross profit 1,548,270 1,480,013
Operating expenses
Selling, general and administrative 1,915,045 2,409,226
----------- -----------
Loss from operations (366,775) (929,213)
Other Income and Expense
Interest expense 50,764 73,007
Other income (expense) (1,121) 40,371
----------- -----------
Loss from operations before
provision for (benefit from)
income taxes and minority
interest (418,660) (961,849)
Provision for income taxes - (28,186)
----------- -----------
Loss from operations before
minority interest (418,660) (933,633)
Minority interest in subsidiary - 79,528
----------- -----------
NET LOSS $ (418,660) $ (854,135)
=========== ===========
Basic net loss per common share $ (0.44) $ (0.13)
Antidiluted net loss per common share $ (0.39) $ (0.13)
5
AHPC HOLDINGS, INC AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTH ENDED DECEMBER 31, 2004 AND 2003
Six Month Ended
December 31,
-------------------------------
2004 2003
------------ ------------
Net sales $ 13,058,066 $ 19,313,730
Cost of goods sold 9,989,624 16,096,413
------------ ------------
Gross profit 3,068,442 3,217,317
Operating expenses
Selling, general and administrative 3,788,951 4,706,966
------------ ------------
Loss from operations (720,509) (1,489,649)
Other Income and Expense
Interest expense 70,679 117,027
Other income (expense) (1,121) 69,850
------------ ------------
Loss from operations before
provision For income taxes
and minority interest (792,309) (1,536,826)
Provision for income taxes - 22,562
------------ ------------
Loss from operations before
minority interest (792,309) (1,559,388)
Minority interest in subsidiary - 89,054
------------ ------------
NET LOSS $ (792,309) $ (1,470,334)
============ ============
Basic net loss per common share $ (0.83) $ (0.22)
Antidiluted net loss per common share $ (0.74) $ (0.22)
6
AHPC HOLDINGS, INC AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2004 AND 2003
Six Months Ended
December 31,
----------------------------
2004 2003
---------- ------------
Cash flows from operating activities
Net loss $(792,309) $(1,470,334)
Adjustments to reconcile net loss to net cash provided by
operating activities
Depreciation 151,142 891,962
Deferred income taxes - 61,777
Loss on disposal of property, plant and equipment 1,121
Changes in operating assets and liabilities
Accounts receivable - trade, net 235,854 (207,371)
Inventories, net 248,652 272,887
Prepaid expenses (247,055) (247,015)
Other assets - 279,809
Accounts payable - trade 609,827 805,226
Accrued expenses (217,682) 337,459
Amounts due to and from affiliates - (81,327)
--------- -----------
Net cash (used in) provided by operating activities (10,450) 643,073
Cash flows from investing activities
Capital expenditures (15,800) (284,341)
Proceeds on the sale of property, plant and equipment 300 -
Minority interest in subsidiary - (173,054)
--------- -----------
Net cash used in investing activities (15,500) (457,395)
Cash flows from financing activities
Borrowings on trade notes payable (17,956) 31,455
Payments on notes payable (313,875) (303,229)
--------- -----------
Net cash used in financing activities (331,831) (271,774)
--------- -----------
Net decrease in cash and cash equivalents (357,781) (86,096)
Cash and cash equivalents, beginning of period 359,012 420,949
--------- -----------
Cash and cash equivalents, end of period $ 1,231 $ 334,853
========= ===========
7
AHPC HOLDINGS, INC AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
1. DESCRIPTION OF BUSINESS:
We are a leading marketer of foodservice and medical examination gloves in
the United States through our wholly owned subsidiary, American Health Products
Corporation ("AHPC"). In 2002, we broadened our product line to include other
disposable items to be used primarily in the foodservice industry.
2. BASIS OF PRESENTATION:
The accompanying unaudited condensed, consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America, for interim financial information and with the
instructions to Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the
opinion of management, all adjustments necessary for a fair presentation,
consisting only of normal recurring adjustments, have been included. For further
information, refer to the consolidated financial statements contained in the
Annual Report on Form 10-K for the year ended June 30, 2004, filed October 13,
2004. The results of operations for the six-month period ended December 31,
2004, may not be indicative of the results that may be expected for the fiscal
year ended June 30, 2005.
We have made reclasses to the prior year balances to show comparatives.
3. PRINCIPLES OF CONSOLIDATION:
The accompanying condensed consolidated financial statements include our
accounts and those of AHPC. On April 30, 2004, we conveyed interest in our
formerly owned subsidiary, PT Buana (refer to Note 20). All significant
intercompany transactions have been eliminated in consolidation.
4. MAJORITY SHAREHOLDER:
WRP Asia Pacific Sdn. Bhd., a Malaysian corporation ("WRP Asia"), owned
all of our outstanding Series A Common Stock and was our majority shareholder.
On April 30, 2004, we redeemed WRP Asia's shareholdings in the Company
through the completion of our Redemption Transaction (as defined in Note 20).
Through this transaction we redeemed 417,513 shares of Class A Common Stock and
the 833,333 shares of Class B Common Stock, which comprised all of WRP Asia's
holdings. These share amounts do reflect the 1 for 3 reverse stock split which
occurred on January 20, 2004. Collectively, these shares represent approximately
53.2% of our outstanding Capital Stock. As consideration for the redemption we
conveyed to WRP Asia, our 70% ownership interest in our subsidiary PT Buana and
excused of all indebtedness owing to us from WRP Asia and PT Buana. In addition,
we were excused of all indebtedness owing from us to WRP and PT Buana with the
exception of certain mutually
8
agreed obligations related to recent purchase of product. We also entered into a
five (5) year supply agreement whereby we agreed to purchase certain minimum
quantities of our latex glove needs from WRP Asia. On the closing of the
transaction, the three of our seven directors who were employees of WRP Asia
resigned their positions as officers and directors of us.
5. COMMON STOCK:
As of December 31, 2004, we had issued 1,119,402 shares of Common Stock.
During the six months ended, December 31, 2004, we did not sell any shares
of our Common Stock. During December 2004, we issued 10,950 shares, valued at
$33,945, to Alan Zeffer, as part of bonus compensation for fiscal year end June
30, 2004 and were expensed in fiscal year 2004.
On January 20, 2004, our Board of Directors approved a 1 share for 3 share
reverse stock split. As a result of the reverse split, we have 1,108,452 shares
of common stock outstanding.
6. FOREIGN CURRENCY TRANSACTIONS:
Gains and losses from foreign currency exchange transactions are included
in net loss in the period in which they occur. During the quarters ended
December 31, 2004 and 2003, the foreign exchange (loss)/gain included in the
determination of net loss was $0 and $(5,435), respectively. The functional
currency of PT Buana is the U.S. dollar.
7. STOCK INCENTIVE PLANS:
We account for stock-based compensation in accordance with Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees," and have adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," related to options and warrants
issued to employees and directors. Options prices for options granted under this
plan were not less than fair market value of our shares of common stock on the
date of grant.
The following table illustrates the effect on net earnings and earnings
per share if we had applied the fair value recognition provisions of SFAS No.
123, "Accounting for Stock-Based Compensation," to stock-based compensation.
9
Three Months Ended Six Months Ended
December 31, December 31,
------------ ------------
2004 2003 2004 2003
---- ---- ---- ----
Net loss, as reported $ (418,660) $ (854,135) $(792,309) $ (1,470,334)
Deduct: total stock-based employee compensation
expense determined under fair value based
method for awards granted, modified, or settled,
net of related tax effects 4,999 10,996 9,998 22,089
---------- ---------- --------- -------------
Pro forma net loss $ (413,661) $ (843,139) $(782,311) $ (1,448,245)
========== ========== ========= =============
Earnings per share
Basic - as reported $ (0.44) $ (0.13) $ (0.83) $ (0.22)
Basic - pro forma (0.39) (0.13) (0.74) (0.22)
Antidilutive - as reported $ (0.43) $ (0.13) $ (0.81) $ (0.22)
Antidilutive - pro forma (0.39) (0.13) (0.73) (0.22)
During the three months ended December 31, 2004, we issued 10,950 shares,
valued at $33,945, to Alan Zeffer, as part of bonus compensation for fiscal year
end June 30, 2004.
8. RELATED-PARTY TRANSACTIONS:
At December 31, 2004 and 2003, amounts due from/to affiliates consist of
the following:
2004 2003
---- ----
Due from Affiliate-
Current - WRP Asia $ - $ 8,988,141
Due to Affiliate-
Current - WRP Asia $ - $ (3,890,537)
-----------
Amounts due from
Affiliate - Net * $ - $ 5,097,604
========= ============
Purchases from Affiliate - $ (-) $ (-)
========= ============
Sales to Affiliate - $ - $ 242,701
========= ============
*Right of set-off granted in October 2002.
The outstanding accounts receivable from WRP Asia results primarily from
sales of product to WRP Asia (powder-free exam gloves produced by PT Buana),
cash advances, charges for obtaining FDA approval of the gloves imported from
WRP Asia and other items. Management believes transactions between operating
segments were made at prevailing rates. AHPC now purchases its powdered latex
gloves from its formerly owned 70% subsidiary, PT
10
Buana, as well as from third-party suppliers other than WRP Asia, these
purchases are no longer a related party transaction.
9. NET LOSS PER SHARE:
We follow the Statement of Financial Accounting Standards No. 128,
"Earnings Per Share (EPS)" ("SFAS 128"), which requires dual presentation of
basic and antidiluted earnings per share for all periods presented. Basic EPS
amounts are based on the weighted-average number of shares of common stock
outstanding during each period while diluted EPS amounts are based on the
weighted-average number of shares of common stock outstanding during the period
and the effect of dilutive stock options and warrants. The weighted-average
number of common shares and common share equivalents outstanding for the three
and six months ended December 31, 2004 and 2003 is as follows:
THREE MONTHS ENDED THREE MONTHS ENDED
DECEMBER 31, 2004 DECEMBER 31, 2003
----------------- -----------------
Basic weighted-average number of
Common shares outstanding 960,066 6,632,734
Antidilutive effect of common share
Equivalents 97,238 17,448
--------- ---------
Antidilutive weighted-average number of common
shares outstanding 1,057,304 6,650,182
SIX MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, 2004 DECEMBER 31, 2003
----------------- -----------------
Basic weighted-average number of
Common shares outstanding 960,066 6,642,871
Antidilutive effect of common share
Equivalents 110,658 -
---------- ---------
Antidilutive weighted-average number of common
shares outstanding 1,070,724 6,642,871
At December 31, 2004, there were 1,119,402 shares of our Common Stock
outstanding.
As approved by the Board of Directors, all outstanding stock options at
February 29, 2000, to current employees, officers and directors were repriced
effective February 29, 2000, to $2.07, the closing price on that date. All of
the stock options, which were repriced, totaling 483,600 options, originally
contained exercise prices that were significantly higher than the market price.
As a result of the 1 for 3 reverse stock split effective on February 22, 2004,
these re-priced options now total 161,200 and carry a price of $6.21. We are
subject to variable accounting; however, the share price has not exceeded $6.21.
10. ACCOUNTING FOR INCOME TAXES:
We record income taxes in accordance with Statement of Financial
Accounting Standards No. 109 ("SFAS 109"). SFAS 109 utilizes the liability
method and deferred taxes are determined based on the estimated future tax
effects of differences between the financial statement and tax basis of assets
and liabilities given the provisions of enacted tax laws. Deferred income tax
provisions and benefits are based on the changes in the deferred tax asset or
tax liability from period to period.
11
Our U.S. operations had generated net operating loss carry-forwards
("NOL's") in prior years of which approximately $5.1 million is remaining at
December 31, 2004. These NOL's are fully reserved with a valuation allowance and
are included as a component of deferred tax assets. In accordance with Federal
tax regulations, usage of the net operating loss carryforwards is subject to
limitations in future years as a direct result of the Redemption Transaction. We
will only be able to utilize only $2.2 million over the next 20 years, at which
time all of the NOL's listed above will have expired.
For the six months ended December 31, 2004 and 2003, we have recorded a
provision for income taxes of $0 and $22,562, respectively.
11. CONTINGENCIES:
Over the last several years, numerous product liability lawsuits have been
filed against suppliers and manufacturers of latex gloves alleging, among other
things, adverse allergic reactions. We are one of numerous defendants that have
been named in such lawsuits. During the six months ended December 31, 2004,
there were no additional product liability lawsuits filed, and we were dismissed
from four lawsuits. At December 31, 2004, we were involved in a total of 9
lawsuits, either as a named defendant, third party or an indemnifier. We have
agreed to defend and indemnify certain vendors in regard to the sale and
distribution of our products only. None of these lawsuits name us as the sole
defendant in these claims.
We possess product liability insurance coverage which covers the defense
costs and certain damage awards associated with the product liability claims
against ourselves, AHPC, in addition to the indemnity of AHPC's customers to the
limits of its policy, subject to deductions on each claim, to be paid by AHPC.
We believe that all legal claims are adequately provided for or involve such
amounts that would not materially or adversely affect us. However, there is no
assurance that AHPC's insurance will be sufficient to meet all damages for which
we may be held liable. For example, in a jury trial, even where actual damages
are somewhat limited, or where causation of liability is questionable, the jury
may choose to award a substantial verdict to the plaintiff. Likewise, there is
no assurance that the outcome of these suits will not adversely affect our
operations or financial condition. We will vigorously contest any latex claim
initiated against us, but will enter into a settlement agreement, where, after
careful consideration, management determines that our best interests will be
served by settling the matter. In addition, there can be no assurances that
product liability insurance for these claims will continue to be available to us
or, if available, that it will be available in sufficient amounts and at
affordable terms.
12. SEGMENT REPORTING:
We previously had two business segments: manufacturing and distribution.
These segments were managed as separate strategic business units due to the
distinct nature of their operations and customer bases. The manufacturing
segment, which consisted of the operations of PT Buana, manufactured latex
gloves and sold them primarily to AHPC and other customers through WRP Asia's
distribution network. All operations of the manufacturing segment were located
in Indonesia. The distribution segment involves the procurement and sale of
gloves purchased from the manufacturing segment and other glove manufacturers
and then sold to
12
national and regional healthcare, foodservice, retail and other distributors.
The operations of the distribution segment are located entirely within the U.S.
We evaluated segment performance based on income (loss) before provision
for (benefit from) income taxes and minority interest ("Pre-tax income (loss)").
Transactions between operating segments are made at prevailing market rates.
As of the date of the Redemption Transaction, April 30, 2004, we conveyed
our interest in PT Buana to WRP Asia. As a result, we now only have one
reporting segment, distribution.
The following tables provide financial data for the three and six months
ended December 31, 2004 and 2003 for these segments. The three and six months
ended December 31, 2004 only has one segment.
THREE MONTHS ENDED
DECEMBER 31, 2004 MANUFACTURING DISTRIBUTION ELIMINATIONS CONSOLIDATED
- ----------------- ------------- ------------ ------------ ------------
Revenues from external customers $ - $ 6,514,832 $ - $ 6,514,832
Revenues from other operating segments - - - -
Pre-tax loss - (418,660) - (418,660)
Total Assets - 9,251,124 - 9,251,124
THREE MONTHS ENDED
DECEMBER 31, 2003 MANUFACTURING DISTRIBUTION ELIMINATIONS CONSOLIDATED
- ----------------- ------------- ------------ ------------ ------------
Revenues from external customers $ 3,417,355 $ 6,110,149 $ - $ 9,527,504
Revenues from other operating segments 1,155,126 - (1,155,126) -
Pre-tax loss (293,281) (668,569) - (961,849)
Total Assets 12,120,095 13,569,080 - 25,689,176
SIX MONTHS ENDED
DECEMBER 31, 2004 MANUFACTURING DISTRIBUTION ELIMINATIONS CONSOLIDATED
- ----------------- ------------- ------------ ------------ ------------
Revenues from external customers $ - $ 13,058,066 $ - $ 13,058,066
Revenues from other operating segments - - - -
Pre-tax loss - (792,309) - (792,309)
Total Assets - 9,251,124 - 9,251,124
SIX MONTHS ENDED
DECEMBER 31, 2003 MANUFACTURING DISTRIBUTION ELIMINATIONS CONSOLIDATED
- ----------------- ------------- ------------ ------------ ------------
Revenues from external customers $ 6,638,931 $ 12,674,799 $ - $ 19,313,730
Revenues from other operating segments 2,736,013 - (2,736,013) -
Pre-tax loss (274,287) (1,262,540) - (1,536,826)
Total Assets 12,120,095 13,569,080 - 25,689,176
13. CRITICAL ACCOUNTING POLICIES
While all of our accounting policies are important in assuring that AHPC
Holdings Inc adheres to current accounting standards, certain policies are
particularly important to their impact on our financial statements. These are
described in detail below.
Reserves for Accounts Receivable and Inventory. We review on an ongoing
basis the realizability of our trade and inter company receivables and the need
for establishing reserves. As of December 31, 2004 and June 30, 2004,
respectively, we have established reserves of $339,851 and $319,851 in relation
to trade receivables.
13
We review on an ongoing basis the realizability of our inventory value and
the need for establishing reserves. We established the inventory reserves for
valuation, shrinkage, excess and obsolete inventory. As of December 31, 2004, we
have established reserves of $291,245 and as of June 30, 2004 our reserves were
$291,245.
Revenue Recognition. Sales for all products shipped from our Itasca
warehouse are recognized at the time the product is shipped to our customers or
picked up. Sales shipped or picked up from our designated three public warehouse
facilities are recognized the day following the date of shipment. An accrual is
generated to recognize these sales in accordance with our accounting policies.
Sales Incentives. Certain customers are granted discounts, rebates or
other allowances which are intended to assist in the promotion of our products.
We record these discounts and rebates as our customers earn them or when they
are paid, depending on the nature of the item. All discounts, rebates and
allowances are shown as a deduction from gross sales to arrive at Net Sales in
the consolidated statements of income.
Deferred Tax Asset. Deferred taxes result from the effect of transactions
that are recognized in different periods for financial and tax reporting
purposes. A valuation allowance is established when it is more likely than not
that any portion of the deferred tax assets will not be realized. The valuation
allowance is adjusted if the realization of deferred tax assets becomes more
likely than not. Should our income projections result in the conclusion that
realization of deferred tax assets is more likely than not, further adjustments
to the valuation are made.
14. NEW ACCOUNTING STANDARDS AND PRONOUNCEMENTS:
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity"
("SFAS 150"). SFAS 150 addresses how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. SFAS
150 requires that an issuer classify a financial instrument that is within its
scope as a liability (or an asset in some circumstances). SFAS 150 will apply to
financial instruments entered into or modified after May 31, 2003. We believe
that the adoption of this standard will have no impact on its financial
statements.
In December 2003, the FASB revised FIN No. 46 (FIN 46R), "Consolidation of
Variable Interest Entities." FIN 46R clarifies the application of Accounting
Research Bulletin No. 51 for certain entities for which equity investors do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. We would currently
be required to adopt FIN 46R for any variable interest entities it had and would
be required to meet the disclosure requirements of this pronouncement. We
believe that this adoption of this standard will have no impact on our financial
statements.
In December 2004, the FASB published Statement of Financial Accounting
Standards No. 123 (revised 2004), Share-Based Payment. Statement 123 (revised
2004) requires registrants to recognize the cost of share-based payments,
including previously issued share-based payments, in the income statement and is
effective for awards that are granted, modified, or
14
settled in cash in interim or annual periods beginning after June 15, 2005.
Statement 123 (revised 2004) is effective for the Company's 2005 fiscal year and
the Company is currently evaluating the expected impact on its financial
statements.
15. INVENTORIES:
Since a majority of our product is imported from Southeast Asia, it is our
practice to maintain a certain level of safety-stock inventory. Inventories are
accounted for on a first-in, first-out ("FIFO") basis and are valued at the
lower of cost or market.
16. KEY CUSTOMERS:
Our customers include leading foodservice distributors and healthcare
product suppliers. During the six months ended December 31, 2004, AHPC's
national customers accounted for 89.7% of net sales. The loss of these customers
would have a materially adverse effect on us. Our customers tend to limit the
number of qualified vendors they purchase from to gain efficiencies across their
product line. We, therefore, expend substantial efforts to maintain and grow our
relationships with our existing major customers. However, our products are
ultimately distributed by our national customer, through their combined networks
of over 40 operating companies, to thousands of foodservice organizations and
medical facilities throughout the United States. The ultimate end-users of our
products are foodservice organizations and medical facilities, healthcare
professionals and individuals who use our gloves and other associated disposable
products.
17. CREDIT FACILITY:
As of September 9, 2004, we signed a commitment for a one-year credit
facility with Greenfield Commercial Corp, LLC. ("GCC"), a privately held
commercial financing company, which replaced the GE Capital services agreement
which was operating under a forbearance agreement during 2003. This asset based
lending loan and security agreement includes a $3 million revolving line of
credit, in which we may borrow up to the lesser of (i) $3 million or (ii) the
sum of 75% of eligible receivables and 35% of eligible inventory, with a limit
of $1,000,000 on the amount of borrowing availability on the eligible inventory.
We can pay down and reborrow amounts under the loan at any time during the
term of the loan. At maturity, we must pay all of the indebtedness outstanding
under the loan in full in one lump sum. The loan has a term maturing on
September 9, 2005. At anytime prior to maturity date, GCC has the unrestricted
right to demand payment of all outstanding indebtedness. In addition, the loan
will accelerate and become due upon a violation of any of the default provisions
contained in the loan agreement and related documents.
The outstanding indebtedness under the loan will bear interest at a
floating rate equal to the prime rate plus 8%. In addition to the stated
interest rate, we will be charged a fee on the unused borrowing availability
under the loan, a commitment fee and other fees that will have the aggregate
effect of raising the effective cost of borrowing under the loan.
The loan is secured by a security interest in substantially all our
tangible and intangible assets. Alan Zeffer, our Chief Executive Officer, has
guaranteed the repayment of the Revolving
15
Loan in full if the Revolving Loan is not repaid as a result of malfeasance by
the Chief Executive Officer, Mr. Alan Zeffer, in the performance of his duties.
18. NASDAQ LISTING:
On February 14, 2002, NASDAQ notified us that the bid price of our common
stock had closed at less than $1.00 per share over the previous 30 consecutive
trading days, and, as a result, did not comply with Marketplace Rule 4310(c)(4)
(the "Rule"). Therefore, in accordance with Marketplace Rule 4310(c)(8)(D), we
were provided 180 calendar days, or until August 13, 2002, to regain compliance
with the Rule.
On August 14, 2002, NASDAQ notified us that we had not regained compliance
in accordance with Marketplace Rule 4310(c)(8)(D). However, NASDAQ noted that we
meet the initial listing requirements for the NASDAQ SmallCap Market under
Marketplace Rule 4310(c)(2)(A). Specifically, we qualified with the $5,000,000
stockholders equity requirement. Therefore, in accordance with Marketplace Rule
4310(c)(8)(D), we were provided an additional 180 days, or until February 10,
2003, to regain compliance. In order to regain compliance, our Common Stock was
required to close at $1.00 per share or more for a minimum of ten consecutive
trading days.
On January 30, 2003, NASDAQ extended its minimum bid price compliance
periods. Specifically, NASDAQ announced it would maintain the initial 180-day,
calendar-day bid price grace period for all SmallCap issuers, but extend the bid
price grace period for SmallCap issuers demonstrating compliance with the core
SmallCap initial listing criteria from 180 to up to 540 days (approximately 12
months). Compliance with this standard is to be verified every 180 days.
On April 9, 2003, we received notice from NASDAQ that, over the last 30
days, our Common Stock had not maintained a minimum market value of publicly
held shares ("MVPHS") of $1,000,000, as required for continued inclusion by
Marketplace Rule 4310 (c)(7) (the "Rule"). NASDAQ further advised that, in
accordance with Marketplace Rule 4310 (c)(8)(B), we would be provided 90 days,
or until July 8, 2003, to regain compliance. If, at any time before July 8,
2003, the MVPHS of our Common Stock is $1,000,000 or more for a minimum of ten
consecutive trading days, NASDAQ would provide written notification that we were
in compliance with the rule. If compliance with this rule was not demonstrated
by July 8, 2003, NASDAQ advised it would provide written notification that our
securities would be delisted, subject to the opportunity to appeal this
determination to a listing Qualifications Panel.
Subsequently, we achieved compliance with the MVPHS requirement but were
still not in compliance with the $1.00 minimum bid price requirement. On July
24, 2003 a hearing was held before the Nasdaq Listing Qualifications Panel. The
result of this hearing was that we received an additional period of time, until
September 30, 2003, to comply with the minimum bid price requirement. On October
23, 2003 we were advised by Nasdaq that since we had demonstrated a plan to
achieve the $1.00 minimum bid price and provided us with an extension based upon
the following terms:
(1) On or before November 5, 2003 we must file a proxy statement with
the SEC and Nasdaq evidencing our intent to seek shareholder
approval for the
16
implementation of a reverse stock split sufficient to satisfy the
$1.00 bid price requirement.
(2) On or before January 5, 2004 we must evidence a closing bid price of
at least $1.00 per share and, immediately thereafter, a closing bid
price of at least $1.00 per share for a minimum of ten consecutive
trading days.
On November 5, 2003 we filed a Notice of Special Meeting of Shareholders
with the SEC and Nasdaq. This meeting was called to have the following items
approved:
To amend our Articles of Incorporation, which will affect the following
items:
(a) change our name to AHPC Holdings, Inc.;
(b) eliminate our Class A Common Stock, par value $.01 per share,
increase the number of authorized shares of Common Stock, par
value $.01 per share, from 10,000,000 to 50,000,000 shares and
authorize the issuance of up to 2,000,000 shares of preferred
stock, par value $.01 per share;
(c) reflect a one share for two shares reverse stock split of our
outstanding Common Stock, subject to an increase in the amount
of this reverse split, if necessary, to result in an
adjustment of the closing bid price of our Common Stock, as
adjusted for the reverse stock split, to exceed $1.00 per
share; and
(d) change the minimum number of persons who may comprise our
board of directors from five to three.
On January 20, 2004 we held the Special Meeting of Shareholders and
received approval on all of the above items, and effected a 1-for-3 reverse
stock split of our shares. The approval of items (a), (b) and (d) were
contingent upon the transaction with WRP Asia Pacific being completed. Refer to
Note 20 for a complete description of this transaction.
As of February 10, 2004 our Common Stock had met the minimum bid
requirement of Marketplace Rule 4310(c)(8)(D) for 12 consecutive trading days.
We have received confirmation from NASDAQ, on February 11, 2004, that we met the
minimum requirements and the delisting proceedings were therefore terminated.
19. MAXXIM BANKRUPTCY:
On February 11, 2003, MAXXIM filed for protection under Chapter 11 of the
Federal Bankruptcy Act in the District of Delaware. It is our understanding that
they plan to continue to do business and to reorganize their operations as a
debtor in possession. Under our Transition Services Agreement dates as of March
1, 2002, with MAXXIM, MAXXIM agreed to pay us $375,000 in the aggregate upon
achievement of certain milestones, all of which were achieved. To date, MAXXIM
has only paid $125,000 of such obligations; however, we have included as income
the accrued, unpaid portion of these obligations. The total amount due from
MAXXIM is $278,941; of this amount, $250,000 is for payments due under the
transition agreement. This amount has been fully reserved due to MAXXIM's
bankruptcy filing on February 11, 2003.
17
20. WRP ASIA FINANCIAL RESTRUCTURING
On July 8, 2003 WRP Asia announced the completion of its financial
restructuring, which involved restructuring and reducing WRP Asia's debt
position and providing additional new funding. Due to the terms of the
restructuring, WRP Asia was prohibited from repaying certain debt, including our
intercompany debt in the short term. At that time we began exploring other
opportunities to gain compliance with our lender's requirement of a paydown by
WRP Asia of its intercompany debt. On October 6, 2003 we announced the signing
of a non-binding letter of intent with WRP Asia to enter into a stock redemption
and exchange agreement.
On November 3, 2003 we announced the signing of a definitive stock
redemption and exchange agreement (the "Redemption Transaction") with WRP Asia.
The Redemption Transaction called for us to redeem 1,252,538 shares of Class A
Common Stock and the 2,500,000 shares of Class B Common Stock (pre-split
totals), which comprise all of WRP Asia's holdings. Collectively, these shares
represent approximately 53.2% of our outstanding capital stock. The
consideration for the redemption was: (i) the conveyance to WRP Asia of our 70%
ownership interest in PT Buana Multicorpora ("PTB") Indonesia, an Indonesian
based manufacturer of gloves; and (ii) excuse of all indebtedness owing to us or
our subsidiaries from WRP Asia and from PTB with the exception of our obligation
to be responsible for trade payables owing to PTB for recent product purchases.
We also announced the execution of a five-year supply agreement from WRP Asia
and PTB to us (through our subsidiary AHPC), calling for the purchase of a
portion of our latex glove requirements, which equates to the appropriate
annualized quantities that we are currently purchasing from PTB and WRP Asia.
The pricing of such products has a variable factor keyed to the cost of raw
latex. The Board of Directors of both WRP Asia and us had approved the
transaction. We have received a fairness opinion from an independent
professional valuation firm that the transaction is fair to our stockholders. As
of April 30, 2004, we finalized the closing of the Redemption Transaction. On
the closing of the transaction, the three of our seven directors who were
employees of WRP Asia resigned their positions as officers and directors.
As of April 30, 2004, the market value of the stock redeemed at the close
of the stock redemption and exchange agreement is $4,377,000. The balance sheet
amounts that relate to our share of PTB financials are assets totaling
$11,305,439 and liabilities of approximately $2,665,854. The portion of net
revenues relating to PTB is $11,511,161 with a net operating loss of $566,268.
We had agreed to forgive all indebtedness owing to us or our subsidiaries from
WRP Asia and from PTB of $1,401,322. The loss on this transaction is $174,361,
recorded in Paid-in-Capital.
We also announced that we would change its name from WRP Corporation to
AHPC Holding, Inc, effective May 14, 2004, at that time our NASDAQ trading
symbol changed from WRPC to GLOV.
18
21. SUBSEQUENT EVENT
On February 2, 2005, the Company completed a private placement of 220,000
shares of Series A Convertible Preferred Stock ("the Shares"). The Shares were
issued at a price of $2.60 per share. The Shares may be converted on a
one-for-one basis into the Company's Common Stock. The Company is required to
file a registration statement with the Securities and Exchange Commission (the
"SEC"), for the Shares within 60 days after the closing date. This registration
is required to be declared effective by the SEC within 180 days after the
closing date.
If the Company fails to comply with these time restrictions, for each 30
days thereafter, the holders of the Shares shall receive a 3-year warrant in an
amount equal to 20% of the Shares of Common Stock into which the Shares are
convertible as of the closing date, exercisable at the closing price on the
business day immediately preceding the closing date.
Since the Shares were sold at a discount to the closing price of the
Common Stock and in order to comply with the Nasdaq Stock Market, Inc., Rule
4351 (which limits the voting rights allocable to preferred stock), the Shares
will be allocated in the aggregate number of votes which could be cast had the
purchase price therefore been used to purchase common stock at the same closing
price of the common stock as the business day immediately preceding the closing
date.
The Shares are convertible into the Company's Common Stock by the holders
at anytime, or by the Company at anytime that the closing price of the Common
Stock has achieved a level of 150% of the closing Common Stock price, $4.88 per
share, for 20 consecutive trading days.
19
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward-looking statements in this Item 2, Management's Discussion and
Analysis of Financial Condition and Results of Operations, including statements
regarding new products and markets, gross margins, selling, general and
administrative expenses, liquidity and cash need and our plans and strategies,
are all based on current expectations, and we assume no obligation to update
this information. Numerous factors could cause actual results to differ from
those described in the forward-looking statements. We caution investors that our
business is subject to significant risks and uncertainties.
Management's discussion and analysis of financial condition and results of
operations is to provide shareholders with an understanding of our financial
condition, changes in financial condition and results of operations.
BUSINESS OVERVIEW
Our wholly owned subsidiary, American Health Products Corporation
("AHPC"), is engaged in the marketing and distribution of high quality medical
grade examination, foodservice gloves, and other complimentary items within the
United States and Canada. We have been in the glove business since our
incorporation in January 1989. For the six months ended December 31, 2004, we
recorded net glove sales of approximately $13.1 million.
Our formerly owned 70% owned subsidiary, PT WRP Buana Multicorpora ("PT
Buana"), owns an Indonesian glove manufacturing plant, which commenced
operations in April 1996. PT Buana manufactures high quality, disposable
powdered and powder-free latex examination gloves. Under our Redemption
Transaction with WRP Asia, we conveyed our 70% interest in PT Buana to WRP Asia
and entered into a five year supply agreement with WRP Asia.
THREE MONTHS ENDED DECEMBER 31, 2004, COMPARED TO THE THREE MONTHS ENDED
DECEMBER 31, 2003:
Consolidated sales for three months ended December 31, 2004 were
$6,514,832 which represents a decrease in sales compared to prior three months
ended December 31, 2003 of $3,012,672 or 31.6%. This decrease in sales is due to
the Redemption Transaction and the loss of PT Buana sales. Our net sales are
derived from the sales of finished product net of allowable rebates, discounts
and returns.
Consolidated gross profit increased $68,257 or 4.6% for December 31, 2004
compared to prior year three months ending. Cost of goods sold includes all
costs to purchase the finished product plus the related costs associated with
ocean freight, customs duty and warehousing. Without the effect of the
Redemption Transaction, our pro forma gross profit increased by $294,626 or
23.5% from prior year three months ended. This pro forma increase in our
consolidated gross profit is primarily due to better acquisition costs and
decrease of inventory storage at our outside warehouse facilities. We continue
to expect our gross margins to be affected by the cost of latex, changes in
product mix, competition, manufacturing capacity levels and other factors.
20
Operating loss has decreased $562,438 or 60.5% for three months ended
December 31, 2004 from the prior year same quarter. Without the effect of the
Redemption Transaction, our actual operating loss decreased by $376,337 or
50.6%. Selling expenses include all salaries and payroll related costs for sales
and marketing staff together with other sales related expenses such as sales
commissions, travel costs, trade shows, advertising, promotions and delivery
costs. During the three months end December 31, 2004, our selling, general,
administrative and other expenses decreased by $494,181 or 20.5%. Without the
effect of the Redemption Transaction, our pro forma selling, general,
administrative and other expenses decreased by $81,711 or 4.1%. As a percentage
of net sales, SG&A expenses increased from 25.3% (32.7% without the effect the
Redemption Transaction) for the three months ended December 31, 2003, to 29.4%
for the three months ended December 31, 2004. This increase was primarily to due
to an increase in sales consulting services due to our strategic decision to
increase our market share in the healthcare industry.
Loss from continuing operations decreased by $543,189 or 56.50% for three
months ended December 31, 2004 compared to the prior year same quarter. Without
the effect of the Redemption Transaction, our pro forma l loss from continuing
operations decreased by $348,922 or 45.5%. This decrease in the loss was
primarily due to the better acquisition pricing and decrease in inventory
storage. Included in this is other income which consists of rental, interest and
miscellaneous income. Other income decreased $39,250 from December 31, 2004 to
the prior year same quarter.
The benefit for income taxes for the three months ended December 31, 2004
was $0 compared to prior year benefit of $28,186. The prior year tax exchange
was due PT Buana, which was eliminated in the current year due to the Redemption
Transaction.
As a result of the factors discussed above, we reported net loss of
$(418,660) for the three months ended December 31, 2004, which compares to a
loss of $(854,135) during the prior year same quarter. Due to the Redemption
Transaction, the current loss of $(418,660) would be compared to a loss of
$(767,582) for prior year three months ended without PT Buana. Diluted earnings
per share for the three months ended December 31, 2004 and December 31, 2003,
were $(0.40) and $(0.13), respectively. For comparative purposes, the diluted
earnings per share with the reverse stock split, on January 20, 2004, and the
elimination of income and shares related to the Redemption Transaction, the
three months ended December 31, 2004 and December 31, 2003, were $(0.44) and
$(0.80), respectively.
SIX MONTHS ENDED DECEMBER 31, 2004, COMPARED TO THE SIX MONTHS ENDED
DECEMBER 31, 2003:
Consolidated sales for six months ended December 31, 2004 were $13,058,066
which represents a decrease in sales compared to prior six months ended December
31, 2003 of $6,255,664 or 32.4%. This decrease in sales is due to the Redemption
Transaction and the loss of PT Buana sales. Our net sales are derived from the
sales of finished product net of allowable rebates, discounts and returns.
Consolidated gross profit decreased $148,875 or 4.6% for December 31, 2004
compared to prior year six months ending December 31, 2003. Cost of goods sold
includes all costs to
21
purchase the finished product plus the related costs associated with ocean
freight, customs duty and warehousing. This minimal increase in gross profit
related to the Redemption Transaction for the six months ended December 31,
2003. Our pro forma gross profit increased by $666,311 or 27.7% without the
effect of our formerly owned subsidiary, PT Buana, prior year gross profit. The
pro forma increase in our consolidated gross profit is primarily due to better
acquisition costs and decrease of inventory storage at our outside warehouse
facilities. We continue to expect our gross margins to be affected by the cost
of latex, changes in product mix, competition, manufacturing capacity levels and
other factors.
Operating loss has decreased $769,140 or 51.6% for six months ended
December 31, 2004 from the prior year six months ending December 31, 2003.
Without the effect of the Redemption Transaction, our pro forma operating loss
decreased by $724,546 or 50.1%. Selling expenses include all salaries and
payroll related costs for sales and marketing staff together with other sales
related expenses such as sales commissions, travel costs, trade shows,
advertising, promotions and delivery costs. During our six months end December
31, 2004, our selling, general, administrative and other expenses decreased by
$918,015 or 19.5%. Without the effect of the Redemption Transaction, our pro
forma selling, general, administrative and other expenses decreased by $58,235
or 1.5%. As a percentage of net sales, SG&A expenses increased from 24.4% (30.4%
without the effect of the Redemption Transaction) for the six months ended
December 31, 2003, to 29.0% for the six months ended December 31, 2004. This
increase was primarily to due to an increase in sales consulting services due to
our strategic decision to increase our market share in the healthcare industry.
Loss from continuing operations decreased by $744,517 or 48.4% for six
months ended December 31, 2004 compared to the prior year six months ending
December 31, 2003. Without the effect of the Redemption Transaction, our pro
forma loss from continuing operations decreased by $668,257 or 45.7%. This
decrease in the loss was primarily due to the better acquisition pricing and
decrease in inventory storage. Included in this is other income which consists
of rental, interest and miscellaneous income. Other income decreased $22,562
from December 31, 2004 to the prior year same quarter.
The benefit for income taxes for the six months ended December 31, 2004
was $0 compared to prior year six months ending December 31, 2003 expense of
$22,562. The prior year tax exchange was due PT Buana, which was eliminated in
the current year due to the Redemption Transaction.
As a result of the factors discussed above, we reported net loss of
$(792,309) for the six months ended December 31, 2004, which compares to a loss
of $(1,470,334) during the prior year same quarter. Due to the Redemption
Transaction, the current loss of $(792,309) would be compared to a loss of
$(1,460,566) for prior year six months ended without PT Buana. Diluted earnings
per share for the six months ended December 31, 2004 and December 31, 2003, were
$(0.74) and $(0.22), respectively. For comparative purposes, the diluted
earnings per share with the reverse stock split, on January 20, 2004, and the
elimination of income and shares related to the Redemption Transaction, the six
months ended December 31, 2004 and December 31, 2003, were $(0.83) and $(1.52),
respectively.
22
LIQUIDITY AND CAPITAL RESOURCES:
SIX MONTHS ENDED DECEMBER 31, 2004:
Cash and cash equivalents at December 31, 2004 was $1,231, a decrease of
$357,781 from $359,012 at June 30, 2004. We experienced the decrease in cash
flows during the six months ended December 31, 2004, primarily from cash used in
operating activities through reduction of inventory levels and timing of accrued
expenses.
Our operations used cash of $10,450 during the six months ended December
31, 2004, primarily as a result of our selling, general and administrative
expenses.
Net trade accounts receivable at December 31, 2004 was $1,587,295 from
$1,823,149 at June 30, 2004 due to timing of cash receipts. Net inventories at
December 31, 2004 were $6,445,778, a slight decrease from the level at June 30,
2004, of $6,694,430, due to maintaining inventory levels.
During the six months ended December 31, 2004, we used cash in investing
activities of $15,500. This was spent on capital improvement expenditures during
the six month period primarily on computer software and hardware.
During the six months ended December 31, 2004, cash was used from
financing activities in the amount of $331,831. The cash was used to pay down a
note payable.
As of September 9, 2004, we signed a commitment for a one-year credit
facility with Greenfield Commercial Corp, a privately held commercial financing
company. This asset based lending loan and security agreement includes a $3
million revolving line of credit, in which we may borrow up to the lesser of (i)
$3 million or (ii) the sum of 75% of eligible receivables and 35% of eligible
inventory, with a limit of $1,000,000 on the amount of borrowing availability on
the eligible inventory. The line of credit borrowings carry an interest rate of
prime plus 8.0%. It contains certain penalties for early termination.
We currently expect to have cash needs during the next year and beyond for
funding the growth of the existing glove business, launch and promotion of our
SafePrep foodservice business and for other uses. These cash needs may arise in
connection with various events such as for: (i) the expansion into new products;
(ii) the expansion into new markets; (iii) funding the promotion of our branded
products; (iv) repayment of debt obligations; (v) purchasing our Common Stock in
connection with our stock repurchase program; and (vi) manufacturing capital
improvements. We believe that our cash and cash to be generated from future
operations plus our credit facility will be sufficient to fund our ongoing
operations.
23
As of December 31, 2004, we had the following contractual obligations and
commercial commitments:
PAYMENTS DUE BY PERIOD
----------------------
CONTRACTUAL
OBLIGATION TOTAL LESS THAN 1 YEAR 1-3 YEARS 4-5 YEARS
---------- ----- ---------------- --------- ---------
Operating Leases $ 294,233 $ 249,758 $ 44,475 -0-
Operating leases primarily represent our leases for our corporate office
and warehouse facilities. The letters of credit are issued under our credit
facility and are commercial obligations related to product purchases. Insurance
premium financing was used to finance our product liability insurance.
Short-term borrowings represent borrowings under our credit facility primarily
to finance working capital.
24
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to the impact of interest rate changes, foreign currency
fluctuations and changes in the market value of investments. We have not entered
into interest rate caps or collars or other hedging instruments.
Exposure to changes in interest rates is limited to borrowings under
revolving credit and debt agreements, which have variable interest rates, tied
to the prime and commercial paper rates. We estimate that the fair value of each
debt instrument approximated its market value at December 31, 2004.
ITEM 4. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer have concluded,
based on their evaluation within 90 days of the filing date of this report, that
our disclosure controls and procedures are effective for gathering, analyzing
and disclosing the information we are required to disclose in our reports filed
under the Securities Exchange Act of 1934. There have been no significant
changes in our internal controls or in other factors that could significantly
affect these controls subsequent to the date of the previously mentioned
evaluation.
We maintain a system of controls and procedures designed to provide
reasonable assurance as to the reliability of the financial statements and other
disclosures included in this report, as well as to safeguard assets from
unauthorized use or disposition. However, no cost effective internal control
system will preclude all errors and irregularities, and management is
necessarily required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
We evaluated the effectiveness of the design and operation of our
disclosure controls and procedures under the supervision and with the
participation of management, including our chief executive officer and chief
financial officer, within 90 days prior to the filing date of the report. Based
upon that evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information required to be included in our periodic
Securities and Exchange Commission filings. No significant changes were made to
our internal controls or other factors that could significantly affect these
controls subsequent to the date of their evaluation.
25
PART II
OTHER INFORMATION
ITEM 1-5.
No changes
ITEM 6 - EXHIBITS
(a) Exhibits
Exhibit Number Description of Document
- -------------- -----------------------
31.1 Certification of CEO Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of CFO Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.1 Creation of a Direct Financial Obligation By and Among AHPC
Holdings, Inc ("the Company") and its wholly-owned subsidiary
American Health Products Corporation ("AHPC", and together
with the Company, collectively the "Borrower") and Greenfield
Commercial Credit, LLC ("Lender"), was previously filed as an
exhibit to the Company's Current Report on Form 8-K, filed
September 14, 2004 (SEC File No. 000-17458) and is
incorporated herein by reference.
(b) Reports on Form 8-K
On January 25, 2005, we filed a Report of Form 8-K, wherein we announced
earning guidance with respect to future accounting periods.
On February 2, 2005, we filed a Report of Form 8-K, wherein we announced
the completion of a private placement of 220,000 shares of Series A
Convertible Preferred Stock (refer to Note 21).
26
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
AHPC Holdings, Inc
(Registrant)
BY: /s/ Deborah J. Bills
-----------------------
Deborah J. Bills, Chief
Financial Officer
Dated: February 18, 2005
27