Washington, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
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Commission file number: 000-13251
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(Exact name of registrant as specified in its charter)
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Delaware
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11-2421849
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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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500 Expressway Drive South, Brentwood, New York
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11717
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (631) 231-4600 |
Title of each class
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Name of each exchange on which registered
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Common Stock ($0.001 par value)
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The NASDAQ Global Select Stock Market
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None |
Large accelerated filer [ ]
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Accelerated filer [X]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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(Do not check if a smaller
reporting company)
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Schema
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101.CAL
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XBRL Taxonomy Calculation Linkbase
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101.DEF
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XBRL Taxonomy Definition Linkbase
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101.LAB
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XBRL Taxonomy Label Linkbase
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101.PRE
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XBRL Taxonomy Presentation Linkbase
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By: | /s/ Paul D. Meringolo | |
Paul D. Meringolo
Chief Executive Officer
(Principal Executive Officer and Duly Authorized Officer)
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/s/ Paul D. Meringolo
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Director and Chief Executive Officer
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Paul D. Meringolo
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(Principal Executive Officer)
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/s / Paul Chapman
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Director, President and Chief Operating Officer
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Paul Chapman
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/s/ Brian Baker
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Chief Financial Officer and Corporate Secretary
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Brian Baker
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(Principal Financial and Accounting Officer)
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/s/ Kenneth W. Davidson
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Chairman of the Board
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Kenneth W. Davidson
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/s/ William W. Burke
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Lead Director
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William W. Burke
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/s/ Kenneth R. Newsome
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Director
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Kenneth R. Newsome
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/s/ Pamela R. Levy
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Director
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Pamela R. Levy
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/s/ Henry A. Berling
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Director
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Henry A. Berling
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger, dated August 27, 2010, by and among Medical Action Industries Inc., MA Acquisition Inc., AVID Medical, Inc. and Michael Sahady as Stockholder Representative (Exhibit 2.1 to Medical Action Industries Inc.’s Current Report on Form 8-K filed on August 30, 2010, SEC File No. 000-13251)
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2.2
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Purchase Agreement, dated as of March 12, 2014, by and among Medical Action Industries Inc., as seller, Medira Inc., as buyer, and Inteplast Group, Ltd., solely for purposes of Sections 5.1(b) and 11.20 thereof (Exhibit 2.1 Medical Action Industries Inc.’s Current Report on Form 8-K filed on March 13, 2014, SEC File No. 000-13251)
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3.1
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Certificate of Incorporation (Exhibit 3.1 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2002, SEC File No. 000-13251)
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3.2
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Amended and Restated Bylaws (Exhibit 3.2 to Medical Action Industries Inc.’s Current Report on Form 8-K filed on November 7, 2011, SEC File No. 000-13251)
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10.1
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Credit Agreement, dated May 17, 2013, by and among Medical Action Industries Inc., the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent (Exhibit 10.1 to Medical Action Industries Inc. Current Report on Form 8-K filed on May 22, 2013, SEC File No. 000-13251)
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10.2
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First Amendment to Credit Agreement and Guaranty and Security Agreement, dated June 2, 2014, by and among Medical Action Industries Inc., Wells Fargo Bank, National Association and the guarantors party thereto (Exhibit 10.1 to Medical Action Industries Inc. Current Report on Form 8-K filed on June 3, 2014, SEC File No. 000-13251)
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10.3+
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1996 Non-Employee Director Stock Option Plan, as amended (Exhibit 10.1 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2007, SEC File No. 000-13251)
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10.4+
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Form of Stock Option Award Agreement under the 1996 Non-Employee Director Stock Option Plan (Exhibit 10.4 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)
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10.5+
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1989 Non-Qualified Stock Option Plan, as amended (Exhibit 10.2 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2007, SEC File No. 000-13251)
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10.6+
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Form of Stock Option Award Agreement under the 1989 Non-Qualified Stock Option Plan (Exhibit 10.6 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)
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10.7+
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1994 Stock Incentive Plan, as amended (Exhibit 10.3 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2007, SEC File No. 000-13251)
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10.8+
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Form of Stock Option Award Agreement under the 1994 Stock Incentive Plan (Exhibit 10.8 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)
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10.10+
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Form of Amended and Restated Change in Control Agreement dated December 31, 2010 (Exhibit 10.1 to Medical Action Industries Inc.’s Current Report on Form 8-K filed on January 6, 2011, SEC File No. 000-13251)
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10.11+
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Medical Action Industries Inc. Summary of Non-Employee Director Compensation (as of June 2013) (Exhibit 10.13 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)
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10.12+
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Amendment to the Medical Action Industries Inc. Stock Option Plan for Non-Employee Directors dated August 13, 2009 (Exhibit A to Medical Action Industries, Inc.’s Definitive Proxy Statement on Schedule 14A filed June 19, 2009, SEC File No. 000-13251)
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10.13+
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Medical Action Industries Inc. Summary of Annual Performance Based Bonus Program (Exhibit 10.15 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)
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10.14+
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Separation Agreement, effective July 12, 2013, by and between Medical Action Industries Inc. and John Sheffield (Exhibit 10.1 to Medical Action Industries Inc.’s Current Report on 8-K filed on July 17, 2013 SEC File No. 000-13251)
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10.15+
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Offer Letter dated May 20, 2013 by and between Medical Action Industries Inc. and Paul Chapman (Exhibit 10.17 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)
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10.16+
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Summary of Compensation Letter dated June 14, 2012 by and between Medical Action Industries Inc. and Paul D. Meringolo (Exhibit 10.18 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)
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10.17+
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Summary of Compensation Letter dated June 14, 2012 by and between Medical Action Industries Inc. and John Sheffield (Exhibit 10.19 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)
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10.18+
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Transaction and Performance Bonus Agreement, dated March 3, 2014 by and between Medical Action Industries Inc. and Charles L. Kelly Jr.
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10.19+
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Summary of Compensation Letter dated June 14, 2012 by and between Medical Action Industries Inc. and Eric Liu (Exhibit 10.21 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)
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10.20+
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Summary of Compensation Letter dated June 14, 2012 by and between Medical Action Industries Inc. and Richard Setian (Exhibit 10.22 to Medical Action Industries Inc.’s Annual Report on Form 10-K for the year ended March 31, 2013, SEC File No. 000-13251)
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10.21+
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Promotion Letter dated July 1, 2013 by and between Medical Action Industries Inc. and Brian Baker (Exhibit 10.1 to Medical Action Industries Inc. Current Report on Form 8-K filed on July 2, 2013, SEC File No. 000-13251)
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21.1
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Subsidiaries of Medical Action Industries Inc.
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23.1*
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Consent of KPMG LLP, Independent Registered Public Accounting Firm
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23.2*
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Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm
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31.1*
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Certification of Chief Executive Officer as required by Rule 13a – 14(a) of the Securities Exchange Act of 1934
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31.2*
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Certification of Chief Financial Officer as required by Rule 13a – 14(a) of the Securities Exchange Act of 1934
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32.1**
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350
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101.INS#
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XBRL Instance Document
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101.SCH#
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XBRL Taxonomy Extension Schema Document
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101.CAL#
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF#
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XBRL Taxonomy Definition Linkbase Document
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101.LAB# |
XBRL Taxonomy Extension Label Linkbase Document
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*
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Filed herewith
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**
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Furnished herewith
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+
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Identifies management contracts and compensatory plans and arrangements
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#
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Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.
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1.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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2.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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3.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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4.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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1.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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2.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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3.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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4.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Note 1 - Organization and Summary of Significant Accounting Policies (Details) - Property, Plant and Equipment, Net (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2014
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Mar. 31, 2013
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Property, Plant and Equipment [Line Items] | ||
Fixed assets | $ 43,715 | $ 83,029 |
Less accumulated depreciation and amortization | 17,554 | 38,069 |
Property, plant and equipment, net | 26,161 | 44,960 |
Land and Building [Member]
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Property, Plant and Equipment [Line Items] | ||
Fixed assets | 19,079 | 29,751 |
Property Under Capital Lease [Member]
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Property, Plant and Equipment [Line Items] | ||
Fixed assets | 11,409 | 11,409 |
Machinery and Equipment [Member]
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Property, Plant and Equipment [Line Items] | ||
Fixed assets | 8,520 | 36,326 |
Furniture and Fixtures [Member]
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Property, Plant and Equipment [Line Items] | ||
Fixed assets | 3,161 | 3,351 |
Computer Hardware And Software [Member]
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Property, Plant and Equipment [Line Items] | ||
Fixed assets | $ 1,546 | $ 2,192 |
Note 6 - Accrued Expenses (Details) - Accrued Expenses (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2014
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Mar. 31, 2013
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Note 6 - Accrued Expenses (Details) - Accrued Expenses [Line Items] | ||
Accrued accounts payable | $ 6,219 | $ 7,488 |
Accrued bonuses | 4,109 | 1,825 |
Employee compensation and benefits | 3,025 | 3,022 |
Other accrued liabilities | 2,291 | 1,887 |
Accrued distributor fees | 2,011 | 3,608 |
Group purchasing organization fees | 1,977 | 1,569 |
Freight and duty | 901 | 1,270 |
Professional fees | 767 | 1,178 |
Commissions | 624 | 768 |
Book cash overdraft | 5,690 | 5,372 |
Total accrued expenses | 21,924 | 25,106 |
Book Cash Overdraft [Member]
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Note 6 - Accrued Expenses (Details) - Accrued Expenses [Line Items] | ||
Book cash overdraft | $ 2,491 |
Note 4 - Inventories, Net (Details) - Inventory, Stated At Lower of Cost (First-In, First-Out) or Market (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2014
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Mar. 31, 2013
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Inventory, Stated At Lower of Cost (First-In, First-Out) or Market [Abstract] | ||
Finished goods, net | $ 15,582 | $ 30,531 |
Raw materials, net | 10,367 | 17,766 |
Work in progress, net | 6,769 | 4,717 |
Total, net | $ 32,718 | $ 53,014 |
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