EX-99.2 4 ex99-2.htm EXHIBIT 99.2 Exhibit 99.2

 

 
EXHIBIT 99.2
 
GALT MEDICAL CORP.
BALANCE SHEETS
(Amounts in thousands)
 

ASSETS
         
   
June 30,
2006
(Unaudited)
 
December 31,
2005
 
CURRENT ASSETS
         
Cash and short-term investments 
 
$
2,024
 
$
1,363
 
Trade accounts receivable 
   
1,220
   
848
 
Inventories 
   
1,325
   
1,146
 
Prepaid expenses  
   
31
   
25
 
TOTAL CURRENT ASSETS 
   
4,600
   
3,382
 
 
         
PROPERTY AND EQUIPMENT, NET 
   
1,445
   
628
 
 
             
OTHER ASSETS 
             
Deferred income tax asset
   
351
   
-
 
Other
   
17
   
18
 
 
             
TOTAL ASSETS 
 
$
6,413
 
$
4,028
 
 
The accompanying notes are an integral part of these statements.





GALT MEDICAL CORP.
BALANCE SHEETS - Continued
(Amounts in thousands)
 

LIABILITIES & SHAREHOLDERS’ EQUITY
         
 
 
June 30,
2006
(Unaudited)
 
December 31,
2005
 
CURRENT LIABILITIES
             
Trade accounts payable 
 
$
202
 
$
69
 
Accrued salaries, wages and payroll taxes 
   
149
   
-
 
Income taxes payable
   
794
   
398
 
Share based compensation liability
   
900
   
-
 
Other current liabilities 
   
196
   
25
 
TOTAL CURRENT LIABILITIES 
   
2,241
   
492
 
               
DEFERRED INCOME TAX LIABILITY
   
-
   
101
 
               
SHAREHOLDERS’ EQUITY
             
Common stock 
   
329
   
329
 
Additional paid-in capital 
   
2,282
   
2,282
 
Retained earnings 
   
1,561
   
824
 
TOTAL SHAREHOLDERS’ EQUITY 
   
4,172
   
3,435
 
               
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 
 
$
6,413
 
$
4,028
 
 
 
The accompanying notes are an integral part of these statements.


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GALT MEDICAL CORP.
STATEMENTS OF OPERATIONS
(UNAUDITED)
(Amounts in thousands)
 

   
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
   
2006
 
2005
 
2006
 
2005
 
NET PRODUCT SALES
 
$
2,743
 
$
1,698
 
$
5,251
 
$
2,885
 
                           
COST OF SALES 
   
1,107
   
663
   
2,915
   
1,171
 
GROSS PROFIT
   
1,636
   
1,035
   
2,336
   
1,714
 
                           
SELLING, GENERAL AND ADMINISTRATIVE
   
700
   
242
   
1,293
   
530
 
                               
EARNINGS FROM OPERATIONS
   
936
   
793
   
1,043
   
1,184
 
                           
OTHER INCOME/(EXPENSE)
                         
Interest income
   
15
   
-
   
28
   
-
 
Interest expense
   
-
   
(23
)
 
-
   
(43
)
     
15
   
(23
)
 
28
   
(43
)
Earnings before income taxes
   
951
   
770
   
1,071
   
1,141
 
Income tax expense
   
342
   
106
   
334
   
157
 
NET EARNINGS
 
$
609
 
$
664
 
$
737
 
$
984
 
 
 
The accompanying notes are an integral part of these statements.


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GALT MEDICAL CORP.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Amounts in thousands)
 

   
Six Months Ended
June 30,
 
   
 
2006
 
2005
 
CASH FLOWS FROM OPERATING ACTIVITIES
             
Net earnings
 
$
737
 
$
984
 
Adjustments to reconcile net earnings to net cash provided by operating activities
             
Deferred income tax benefit 
   
(452
)
 
-
 
Depreciation and amortization
   
107
   
37
 
Share based compensation
   
900
   
-
 
Changes in assets and liabilities:
             
Accounts receivable
   
(372
)
 
(90
)
Inventories
   
(179
)
 
(244
)
Prepaid expenses
   
(6
)
 
-
 
Supercedes bond
   
-
   
1,356
 
Lawsuit judgment payable
   
-
   
(1,130
)
Trade accounts payable
   
133
   
(56
)
Accrued salaries, wages and payroll taxes
   
149
   
-
 
Income taxes payable
   
396
   
158
 
Other current liabilities
   
171
   
(13
)
Net cash provided by operating activities
   
1,584
   
1,002
 
CASH FLOWS FROM INVESTING ACTIVITIES
             
Purchases of property and equipment
   
(923
)
 
(153
)
Net cash used by investing activities
   
(923
)
 
(153
)
CASH FLOWS FROM FINANCING ACTIVITIES
             
Repayments under notes payable
   
-
   
(340
)
Net cash used by financing activities
   
-
   
(340
)
NET INCREASE IN CASH
 
$
661
 
$
509
 
CASH AT BEGINNING OF PERIOD
   
1,363
   
278
 
CASH AT END OF PERIOD
 
$
2,024
 
$
787
 
 
 
The accompanying footnotes are an integral part of these statements.


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GALT MEDICAL CORP.
STATEMENTS OF CASH FLOWS - CONTINUED
(UNAUDITED)
(Amounts in thousands)
 

   
Six Months Ended
June 30,
 
 
 
2006
 
2005
 
Supplementary cash flow disclosure:
           
Interest paid
 
$
-
 
$
43
 
Taxes paid
 
$
390
 
$
 
 
 
 
 
 
 
The accompanying footnotes are an integral part of these statements.


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GALT MEDICAL CORP.
NOTES TO FINANCIAL STATEMENTS
June 30, 2006
(Unaudited)
 
NOTE A - BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
 
The unaudited interim financial statements included herein reflect the operations of Galt Medical Corp. (“Galt”). These statements reflect all adjustments that are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes for the year ended December 31, 2005, included in this Form 8-K/A. The results of operations for the six months ended June 30, 2006 are not necessarily indicative of the results to be expected for a full year.
 
Galt develops, manufactures and markets disposable medical devices utilized for vascular access, primarily serving the interventional radiology and interventional cardiology markets. Galt’s current products include guidewires, micro-introducer kits and tear-away introducer sets and kits, and hemostasis valved introducer kits and sets. 
 
NOTE B - CONTINGENCIES
 
In November 2005 a former customer of Galt was sued by a third party for patent infringement related to products purchased from the Company. The supply agreement between the Company and its former customer provided that Galt would indemnify the former customer under such circumstances. A reserve for losses related to this claim in the amount of $150,000 was recorded in 2006.
 
NOTE C - SHARE-BASED COMPENSATION
 
Stock Options
 
At June 30, 2006 the Company had 200,000 stock options outstanding. These options, which became fully vested in 2001, have an exercise price of $1 per share which was at least equal to 100% of the estimated fair value of the underlying common stock at the date of grant. These options were exercised on August 2, 2006, immediately preceding the acquisition of Galt (see Note E).
 
Phantom Share Awards
 
In 2006 the Company issued 95,000 phantom share awards. Each phantom share award was immediately vested and provides that the holder receive consideration equal to the fair value of Galt’s common stock upon a change in control. Under Statement of Financial Accounting Standards No. 123R, “Share-Based Payment”, these phantom share awards are classified as liabilities, and the grant date fair value of $900,000, plus related payroll taxes, was recorded as compensation expense in the first quarter of 2006, including $756,000 in cost of sales and $144,000 in selling, general and administrative expenses.  In connection with the acquisition of Galt (see Note E), these phantom share awards were paid in full from the purchase consideration and all awards were cancelled.
 
NOTE D - MAJOR CUSTOMERS
 
The Company had three customers that comprised 41% and 38% of sales for the three and six months ended June 30, 2006, respectively, with each customer comprising more than 10% of sales. The Company had two customers that comprised 28% and 29% of sales for the three and six months ended June 30, 2005, respectively, with each customer comprising more than 10% of sales.
 
At June 30, 2006, two customers comprised 32% of accounts receivable, with each customer exceeding 10%. At June 30, 2005, one customer comprised 15% of accounts receivable.

NOTE E - SUBSEQUENT EVENT
 
On August 2, 2006, Theragenics Corporation acquired all of the outstanding common stock and phantom share awards of Galt. Shareholders and phantom share award holders of Galt received $34.0 million, including approximately $30.9 million in cash and 978,065 common shares of Theragenics valued at approximately $3.1 million.

 
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