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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Htetf (MM) | NASDAQ:HTRN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.84 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) of the SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) of the SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____to_____
Commission File Number: 000-30406
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
HEALTHTRONICS, INC. AND SUBSIDIARIES 401 (k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
HEALTHTRONICS, INC.
9825 Spectrum Drive, Building 3
AUSTIN, TEXAS 78717
EXPLANATORY NOTE |
On September 24, 2009, HealthTronics, Inc. and Subsidiaries (the Company) filed the annual report for the HealthTronics, Inc. and Subsidiaries 401(k) Plan (the Plan) for the fiscal year ended December 31, 2008. The Company hereby amends the Plans Annual Report on Form 11-k to restate the financial statements, as discussed in Note C to the financial statements. |
TABLE OF CONTENTS |
Report of Independent Registered Public Accounting Firm Statements of Net Assets Available for Benefits, December 31, 2009 and 2008 Statements of Changes in Net Assets Available for Benefits, Years Ended December 31, 2009 and 2008 Notes to Financial Statements Supplemental Schedule- Assets Held for Investment Purposes at End of Year, December 31, 2009 Supplemental Schedule- Delinquent Participant Contributions Signatures |
Page
1 2 3 4 17 18 19 |
Report of Independent Registered Public Accounting Firm |
To the Board of Directors
|
-1- |
HEALTHTRONICS, INC & SUBSIDIARIES 401(k) PLAN
|
December 31,
|
||||||||
---|---|---|---|---|---|---|---|---|
2009
|
2008 (Restated)
|
|||||||
ASSETS | ||||||||
Cash | $ | 7,065 | $ | 8,624 | ||||
Investments | ||||||||
Collective trust funds, at fair value | 18,501,993 | 11,912,983 | ||||||
HealthTronics, Inc., at fair value | 371,377 | 352,388 | ||||||
Loans to participants | 320,877 | 219,503 | ||||||
Money market | 40,293 | 97,556 | ||||||
Total investments | 19,234,540 | 12,582,430 | ||||||
Receivables | ||||||||
Employer contributions | 55,841 | 89,986 | ||||||
Participants contributions | 72,369 | 3,186 | ||||||
Total receivables | 128,210 | 93,172 | ||||||
TOTAL ASSETS | 19,369,815 | 12,684,226 | ||||||
LIABILITIES | ||||||||
Benefits payable | 40,293 | 80,589 | ||||||
Operating expense payable | -- | 16,967 | ||||||
Total liabilities | 40,293 | 97,556 | ||||||
Net assets available for benefits at fair value | 19,329,522 | 12,586,670 | ||||||
Adjustment from fair value to contract value for interest in | ||||||||
collective trust funds relating to fully benefit-responsive | ||||||||
investment contracts | 614,046 | 601,025 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS | $ | 19,943,568 | $ | 13,187,695 |
See accompanying notes and independent auditors' report. |
-2- |
HEALTHTRONICS, INC & SUBSIDIARIES 401(k) PLAN
|
Years Ended December 31,
|
||||||||
---|---|---|---|---|---|---|---|---|
2009
|
2008 (Restated)
|
|||||||
ADDITIONS: | ||||||||
Additions to net assets attributable to: | ||||||||
Investment income (loss) | ||||||||
Net appreciation (depreciation) in | ||||||||
fair value of investments | $ | 2,353,713 | $ | (4,198,791 | ) | |||
Interest and dividends | 27,832 | 34,419 | ||||||
Total investment income (loss) | 2,381,545 | (4,164,372 | ) | |||||
Contributions | ||||||||
Cash: | ||||||||
Employer | 614,385 | 566,375 | ||||||
Participants | 1,863,509 | 1,616,846 | ||||||
Rollover | 96,684 | 13,901 | ||||||
Total contributions | 2,574,578 | 2,197,122 | ||||||
TOTAL ADDITIONS, NET | 4,956,123 | (1,967,250 | ) | |||||
DEDUCTIONS: | ||||||||
Deductions from net assets attributable to: | ||||||||
Benefits paid to participants | 1,622,496 | 1,487,498 | ||||||
Administrative expenses | 166,021 | 175,641 | ||||||
Total deductions | 1,788,517 | 1,663,139 | ||||||
Net change in net assets | 3,167,606 | (3,630,389 | ) | |||||
Transfer into Plan as a Result of Merger | 3,588,267 | 481,390 | ||||||
Net Assets Available for Benefits: | ||||||||
BEGINNING OF YEAR | 13,187,695 | 16,336,694 | ||||||
END OF YEAR | $ | 19,943,568 | $ | 13,187,695 |
See accompanying notes and independent auditors' report. |
-3- |
HEALTHTRONICS, INC. & SUBSIDIARIES 401 (K) PLAN
|
The following description of the HealthTronics, Inc. & Subsidiaries (Company) 401(k) Plan (the
Plan) provides only general information. Participants should refer to the Plan agreement for a more
complete description of the Plans provisions.
|
-4- |
HEALTHTRONICS, INC. & SUBSIDIARIES 401 (K) PLAN
|
Vesting
|
Number of Completed
Years of Service
|
Vesting
Percentage
|
|
---|---|---|
Less than 1 year
1 years, less than 2 years 2 years, less than 3 years 3 years, less than 4 years 4 years |
0%
25% 50% 75% 100% |
Payment of Benefits
|
-5- |
HEALTHTRONICS, INC. & SUBSIDIARIES 401 (K) PLAN
|
Forfeited Accounts
|
|
Medical expenses,
Purchase of a principal residence, Post secondary education for participant or their dependents, To prevent eviction from or foreclosure on the participants principal residence. |
Plan Expenses
|
-6- |
HEALTHTRONICS, INC. & SUBSIDIARIES 401 (K) PLAN
|
Basis of Accounting and Use of Estimates
|
-7- |
HEALTHTRONICS, INC. & SUBSIDIARIES 401 (K) PLAN
|
Contributions
|
-8- |
HEALTHTRONICS, INC. & SUBSIDIARIES 401 (K) PLAN
|
Recent Accounting Pronouncements (continued)
|
The previously issued financial statements have been restated due to an error in the calculation of the adjustment from fair value to contract value for the fully benefit-responsive investment contract fund. These adjustments are summarized as follows: |
-9- |
HEALTHTRONICS, INC. & SUBSIDIARIES 401 (K) PLAN
|
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
|
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Year Ended December 31, 2008
|
|||||||||||
As Reported
|
Adj.
|
As Restated
|
|||||||||
ASSETS | |||||||||||
Cash | $ | 8,624 | $ | -- | $ | 8,624 | |||||
Investments | |||||||||||
Collective trust funds, at fair value | 12,514,008 | (601,025 | ) | 11,912,983 | |||||||
HealthTronics, Inc., at fair value | 352,388 | -- | 352,388 | ||||||||
Loans to participants | 219,503 | -- | 219,503 | ||||||||
Money market | 97,556 | -- | 97,556 | ||||||||
Total investments | 13,183,455 | (601,025 | ) | 12,582,430 | |||||||
Receivables | |||||||||||
Employer contributions | 89,986 | -- | 89,986 | ||||||||
Participants contributions | 3,186 | -- | 3,186 | ||||||||
Total receivables | 93,172 | -- | 93,172 | ||||||||
TOTAL ASSETS | 13,285,251 | (601,025 | ) | 12,684,226 | |||||||
LIABILITIES | |||||||||||
Benefits payable | 80,589 | -- | 80,589 | ||||||||
Operating expense payable | 16,967 | -- | 16,967 | ||||||||
Total liabilities | 97,556 | -- | 97,556 | ||||||||
Net assets available for benefits at fair value | 13,187,695 | (601,025 | ) | 12,586,670 | |||||||
Adjustment from fair value to contract value for interest in | |||||||||||
collective trust funds relating to fully benefit-responsive | |||||||||||
investment contracts | (601,025 | ) | 1,202,050 | 601,025 | |||||||
NET ASSETS AVAILABLE FOR BENEFITS | $ | 12,586,670 | $ | 601,025 | $ | 13,187,695 |
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
|
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Years Ended December 31,
|
|||||||||||
As Reported
|
Adj.
|
As Restated
|
|||||||||
ADDITIONS: | |||||||||||
Additions to net assets attributable to: | |||||||||||
Investment income (loss) | |||||||||||
Net appreciation (depreciation) in | |||||||||||
fair value of investments | $ | (4,799,816 | ) | $ | 601,025 | $ | (4,198,791 | ) | |||
Interest and dividends | 34,419 | -- | 34,419 | ||||||||
Total investment income (loss) | (4,765,397 | ) | 601,025 | (4,164,372 | ) | ||||||
Contributions | |||||||||||
Cash: | |||||||||||
Employer | 566,375 | -- | 566,375 | ||||||||
Participants | 1,616,846 | -- | 1,616,846 | ||||||||
Rollover | 13,901 | -- | 13,901 | ||||||||
Total contributions | 2,197,122 | -- | 2,197,122 | ||||||||
TOTAL ADDITIONS, NET | (2,568,275 | ) | 601,025 | (1,967,250 | ) | ||||||
DEDUCTIONS: | |||||||||||
Deductions from net assets attributable to: | |||||||||||
Benefits paid to participants | 1,487,498 | -- | 1,487,498 | ||||||||
Administrative expenses | 175,641 | -- | 175,641 | ||||||||
Total deductions | 1,663,139 | -- | 1,663,139 | ||||||||
Net change in net assets | (4,231,414 | ) | 601,025 | (3,630,389 | ) | ||||||
Transfer into Plan as a Result of Merger | 481,390 | -- | 481,390 | ||||||||
Net Assets Available for Benefits: | |||||||||||
BEGINNING OF YEAR | 16,336,694 | -- | 16,336,694 | ||||||||
END OF YEAR | $ | 12,586,670 | $ | 601,025 | $ | 13,187,695 |
-10- |
HEALTHTRONICS, INC. & SUBSIDIARIES 401 (K) PLAN
|
At December 31, 2009 and 2008, the Plan had a receivable from the Company in the amount of $55,841 and $89,986,
respectively. In 2006, the Companys matching contributions were made in Company common stock (which is
publicly traded under the symbol HTRN on the NASDAQ market). In 2007, the Company changed the matching
contribution from matching in Company common stock to a cash matching program. The matching contributions are
made semi-monthly. The receivables at December 31, 2009 and 2008 were paid on January 6, 2010 and January 6,
2009, respectively.
|
The following presents investments that are 5% or more of the Plans net assets at December 31, 2009 and 2008: |
December 31, | |||||||||
---|---|---|---|---|---|---|---|---|---|
2009
|
2008 (Restated)
|
||||||||
Collective Trust Funds, at Fair Value | |||||||||
S&P 500 Index Portfolio | $ | 1,204,520 | $ | 791,456 | |||||
GIC Portfolio | $ | 4,465,787 | * | $ | 3,398,461 | * | |||
Balanced Portfolio | $ | 1,226,173 | $ | 747,380 | |||||
International Growth Portfolio | $ | 1,482,946 | $ | 963,526 | |||||
Large Company Value Portfolio | $ | 1,753,769 | $ | 1,389,498 | |||||
Intermediate Fixed Income Portfolio | $ | 3,146,396 | $ | 1,744,658 | |||||
Large Company Domestic Growth Portfolio | $ | 2,556,837 | $ | 1,228,154 | |||||
* This amount represents contract value for this investment. |
For the years ended 2009 and 2008 (restated), the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value by $2,353,713 and ($4,198,791) and respectively, as follows: |
2009
|
2008 (Restated)
|
|||||||
---|---|---|---|---|---|---|---|---|
Investment Type | ||||||||
Collective trust and mutual funds | $ | 2,302,565 | $ | (3,813,796 | ) | |||
HTRN common stock | 51,148 | (384,995 | ) | |||||
Net | $ | 2,353,713 | $ | (4,198,791 | ) |
-11- |
HEALTHTRONICS, INC. & SUBSIDIARIES 401 (K) PLAN
|
|
-12- |
HEALTHTRONICS, INC. & SUBSIDIARIES 401 (K) PLAN
|
|
Level 1 Inputs Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 Inputs Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Inputs Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. |
A description of the valuation methodologies used for instruments measured at fair value, as well as the general
classification of such instruments pursuant to the valuation hierarchy, is set forth below.
|
-13- |
HEALTHTRONICS, INC. & SUBSIDIARIES 401 (K) PLAN
|
The Plans investments measured at fair value by the three levels described above are as follows: |
December 31,
2009 |
Level 1
|
Level 2
|
Level 3
|
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Assets: | |||||||||||||||||
Common stock | $ | 371,377 | $ | 371,377 | $ | -- | $ | -- | |||||||||
Common collective trust funds | $ | 18,501,993 | $ | -- | $ | 18,501,993 | $ | -- | |||||||||
Participant loans | $ | 320,877 | $ | -- | $ | -- | $ | 320,877 | |||||||||
Money market | $ | 40,293 | $ | -- | $ | 40,293 | $ | -- |
December 31,
2008 (Restated) |
Level 1
|
Level 2
|
Level 3
|
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Assets: | |||||||||||||||||
Common stock | $ | 352,388 | $ | 352,388 | $ | -- | $ | -- | |||||||||
Common collective trust funds | $ | 11,912,983 | $ | -- | $ | 11,912,983 | $ | -- | |||||||||
Participant loans | $ | 219,503 | $ | -- | $ | -- | $ | 219,503 | |||||||||
Money market | $ | 97,556 | $ | -- | $ | 97,556 | $ | -- |
The following is a summary of the activity of investments classified as Level 3: |
Participant Loans
|
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Years Ended December 31, | |||||||||||
2009
|
2008
|
||||||||||
Balance at beginning of year | $ | 219,503 | $ | 200,776 | |||||||
Principal repayments | (102,454 | ) | (96,047 | ) | |||||||
Loan withdrawals | 232,084 | 118,540 | |||||||||
Deemed distributions | (28,256 | ) | (3,766 | ) | |||||||
Balance at end of year | $ | 320,877 | $ | 219,503 | |||||||
The Plan invests in shares of collective trust funds managed by WTFSC, formerly known as UBS Fiduciary Trust Company, (UBSFTC). WTFSC acts as Trustee for only those investments defined by the Plan. Transactions in such investments qualify as party-in-interest transactions, and are exempt from the prohibited transaction rules. |
-14- |
HEALTHTRONICS, INC. & SUBSIDIARIES 401 (K) PLAN
|
Amounts reported in Form 5500 and in these financial statements are presented on the accrual basis. All amounts in the financial statements materially agree to the Form 5500. |
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants become 100% vested in their accounts. |
The Plan obtained its latest determination letter, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plans third party administrator believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plans financial statements. |
The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the statements of net assets available for benefits. |
The Plan was covered by a $2,000,000 fidelity bond during 2009 and 2008.
|
-15- |
HEALTHTRONICS, INC. & SUBSIDIARIES 401 (K) PLAN
|
During 2009, the Company failed to remit participant contributions in a timely manner. The Company identified
four instances for a total of $338,792 where participant contributions were remitted to the Plan in violation of
Department of Labor (DOL) regulations. The Company intends to enter into the DOL Voluntary Correction Program.
The Company estimated the lost earnings as a result of the late payments to the Plan are immaterial.
|
-16- |
|
HEALTHTRONICS, INC. & SUBSIDIARIES 401(K) PLAN
|
(a) |
(b) Identity of issuer, borrower, lessor, or similar party |
(c)
Description of investment including maturity date, rate of interest, collateral, par, or maturity value |
(d) Cost |
(e) Current Value |
Collective Trust Funds | |||||||||||||||||
Wilmington Trust Portfolio | |||||||||||||||||
* | Balanced Portfolio | Common or Collective Trust; | 24,853.020 Units | $ | 1,128,739 | $ | 1,226,173 | ||||||||||
* | Fixed Income Index Portfolio | Common or Collective Trust; | 23,275.732 Units | $ | 392,852 | $ | 433,906 | ||||||||||
* | GIC Portfolio | Common or Collective Trust; | 129,465.877 Units | $ | 4,095,231 | $ | 4,465,787 | ||||||||||
* | Intermediate Fixed Income Portfolio | Common or Collective Trust; | 81,441.110 Units | $ | 2,935,638 | $ | 3,146,396 | ||||||||||
* | International Growth Portfolio | Common or Collective Trust; | 84,967.984 Units | $ | 1,331,415 | $ | 1,482,946 | ||||||||||
* | International Value Portfolio | Common or Collective Trust; | 15,142.644 Units | $ | 301,939 | $ | 319,298 | ||||||||||
*
|
Large Company Domestic Growth
Portfolio |
Common or Collective Trust; | 499,382.176 Units | $ | 2,494,260 | $ | 2,556,837 | ||||||||||
* | Large Company Value Portfolio | Common or Collective Trust; | 25,099.743 Units | $ | 1,618,854 | $ | 1,753,769 | ||||||||||
* | Mid-Cap Fundamental Value Portfolio | Common or Collective Trust; | 60,159.211 Units | $ | 615,494 | $ | 624,874 | ||||||||||
* | Mid-Cap Growth Portfolio | Common or Collective Trust; | 60,254.806 Units | $ | 572,261 | $ | 665,575 | ||||||||||
* | S&P 500 Index Portfolio | Common or Collective Trust; | 78,649.723 Units | $ | 1,118,769 | $ | 1,204,520 | ||||||||||
* | Small Company Growth Portfolio | Common or Collective Trust; | 6,232.809 Units | $ | 487,965 | $ | 575,650 | ||||||||||
* | Small Company Value Portfolio | Common or Collective Trust; | 19,554.858 Units | $ | 550,596 | $ | 660,308 | ||||||||||
* | Money Market | Money Market Portfolio | 40,293 | 40,293 | |||||||||||||
Employer Stock | |||||||||||||||||
* | HealthTronics, Inc. common stock | Employer Securities | 140,673.232 shares | 471,528 | 371,377 | ||||||||||||
(NASDAQ-HTRN) | |||||||||||||||||
* | Participant Loans |
Interest rates ranging from
|
320,877 | ||||||||||||||
3.25% to 10.50% maturing
|
|||||||||||||||||
through 10/31/2037 | |||||||||||||||||
$ | 18,155,834 | $ | 19,848,586 | ||||||||||||||
(a) | Party in interest, if any identify by *. |
-17- |
HEALTHTRONICS, INC. & SUBSIDIARIES 401 (K) PLAN
|
Total that Constitute Nonexempt Prohibited Transactions | |||||
---|---|---|---|---|---|
Plan
Year |
Participant
Contribution Transferred Late to Plan |
Contributions Not Corrected |
Contribution
Corrected Outside of VFCP |
Contributions
Pending Correction in VFCP |
Total Fully
Corrected Under VFCP and PTE 2002-51 |
2009 | $338,792 | $ - | $338,792 | $ - | $338,792 |
2008 | $232,103 | $ - | $232,103 | $ - | $232,103 |
-18- |
SIGNATURES |
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. |
HEALTHTRONICS, INC. AND SUBSIDIARIES 401 (K) PLAN
By: Plan Administrator of
the HealthTronics, Inc. and Subsidiaries 401(K) Plan
Date: June 28, 2010 |
By: /s/ Richard Rusk Richard Rusk Plan Administrator |
|
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