-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O3stnJ3ZIkW+HvPNDJzwg4c6oZuk9uTxBt/XRBtyg4GGap2oRBjX6RMsrdmiNQse RVps2hyNH3w70LrqzKakBw== 0000898430-95-002331.txt : 19951119 0000898430-95-002331.hdr.sgml : 19951119 ACCESSION NUMBER: 0000898430-95-002331 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GISH BIOMEDICAL INC CENTRAL INDEX KEY: 0000700945 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 953046028 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-10728 FILM NUMBER: 95591277 BUSINESS ADDRESS: STREET 1: 2681 KELVIN AVE CITY: IRVINE STATE: CA ZIP: 92714 BUSINESS PHONE: 7147565485 MAIL ADDRESS: STREET 1: 2681 KELVIN AVE CITY: IRVINE STATE: CA ZIP: 92714 10-Q 1 FORM 10-Q 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 September 30, 1995 ------------------ 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 0-10728 ------- GISH BIOMEDICAL, INC. ______________________________________________________________________________ (Exact name of registrant as specified in its charter) California 95-3046028 --------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2681 Kelvin Avenue Irvine, California 92714 ------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (714)756-5485 ------------- N/A ______________________________________________________________________________ Former name, former address and former fiscal year, if changed since last report. 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 is required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No --- --- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of November 10, 1995: 3,105,254. GISH BIOMEDICAL, INC. INDEX PART I. Financial Information Page --------------------- ---- Item 1: Condensed Consolidated Financial Statements: Condensed Consolidated Balance Sheets as of 3 September 30, 1995 and June 30, 1995. Condensed Consolidated Statements of Operations 4 for the three months ended September 30, 1995 and 1994 Condensed Consolidated Statements of Cash Flows 5 for the three months ended September 30, 1995 and 1994 Notes to Condensed Consolidated 6, 7 Financial Statements Item 2: Management's Discussion and Analysis 8 of Financial Condition and Results of Operations PART II. Other Information ----------------- Item 6: Exhibits and Reports on Form 8-K 9 2 GISH BIOMEDICAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 1995 June 30, 1995 ------------------ ------------- (unaudited) ASSETS Current assets: Cash and cash equivalents $ 1,164,400 $ 2,165,800 Short-term investments 4,169,900 5,147,900 Accounts receivable, net 3,643,400 3,342,200 Inventories 6,186,400 5,561,900 Deferred income tax assets 748,900 625,000 Prepaid expenses 264,200 171,600 ----------- ----------- Total current assets 16,177,200 17,014,400 Property and equipment, at cost 8,848,900 8,574,900 Less accumulated depreciation (4,849,400) (4,661,700) ----------- ----------- Net property and equipment 3,999,500 3,913,200 Note receivable 600,000 - Other assets 121,100 116,700 ----------- ----------- $20,897,800 $21,044,300 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 890,100 $ 944,300 Accrued compensation and related items 500,200 563,400 Accrued income taxes - 570,900 Other accrued liabilities 726,200 128,600 ----------- ----------- Total current liabilities 2,116,500 2,207,200 Deferred income taxes 4,500 4,500 Deferred rent 242,200 227,900 Shareholders' equity: Preferred stock, 2,250,000 shares authorized; no shares outstanding Common stock, no par value, 7,500,000 shares authorized, 3,104,254 shares issued and outstanding (3,101,129 shares at June 30, 1995) 7,775,800 7,761,800 Note receivable - officer stock purchase (60,000) (60,000) Retained earnings 10,818,800 10,902,900 ----------- ----------- Total shareholders' equity 18,534,600 18,604,700 ----------- ----------- $20,897,800 $21,044,300 =========== ===========
See accompanying notes 3 GISH BIOMEDICAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (UNAUDITED)
1995 1994 ---------- ---------- Net sales $5,271,200 $5,347,500 Cost of sales 3,433,300 3,490,100 ---------- ---------- Gross profit 1,837,900 1,857,400 Selling and marketing 695,700 591,400 Research and development 256,500 287,600 General and administrative 380,300 381,600 Distributor contract termination fee 702,000 - ---------- ---------- Total operating expenses 2,034,500 1,260,600 ---------- ---------- Operating income (loss) (196,600) 596,800 Other income, net 58,800 53,700 ---------- ---------- Income (loss) before provision for taxes (137,800) 650,500 Provision (benefit) for taxes (53,700) 253,700 ---------- ---------- Net income (loss) $ (84,100) $ 396,800 ========== ========== Net income (loss) per share: Primary $ (.03) $ .13 ========== ========== Fully diluted $ (.03) $ .13 ========== ========== Average common and common equivalent shares: Primary 3,372,803 3,100,145 ========== ========== Fully diluted 3,372,803 3,137,979 ========== ==========
See accompanying notes 4 GISH BIOMEDICAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (UNAUDITED)
1995 1994 ----------- ----------- Cash flows from operating activities: Net income (loss) $ (84,100) $ 396,800 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 187,700 195,400 Deferred rent 14,300 19,200 Changes in operating assets and liabilities (1,232,900) (497,800) ----------- ---------- Net cash provided by (used in) by operating activities (1,115,000) 113,600 ----------- ---------- Cash flows from investing activities: Sale of short-term investments 978,000 - Note receivable (600,000) - Purchases of property and equipment (274,100) (57,800) Increase in other assets (4,400) (12,400) ----------- ---------- Net cash provided by (used in) investing activities 99,500 (70,200) ----------- ---------- Cash flows from financing activities: Proceeds from stock options exercised 14,100 261,000 ----------- ---------- Net increase (decrease) in cash and cash equivalents (1,001,400) 304,400 Cash at beginning of period 2,165,800 6,124,900 ----------- ---------- Cash at end of period $ 1,164,400 $6,429,300 =========== ==========
See accompanying notes 5 GISH BIOMEDICAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 (UNAUDITED) 1. GENERAL ------- The condensed consolidated financial statements included herein have been prepared by the Company, without audit, and include all adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations and cashflows for the three month periods ended September 30, 1995 and 1994, and financial position at September 30, 1995, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures in such condensed consolidated financial statements are adequate to make the information presented not misleading, these condensed consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and the notes thereto included in the Company's Annual Report filed with the Securities and Exchange Commission on Form 10-K for the year ended June 30, 1995. Statement of Cash Flows - ----------------------- Changes in operating assets and liabilities as shown in the condensed consolidated statements of cash flows comprise:
Three months ended September 30, 1995 1994 - -------------------------------- ----------- --------- Decrease(increase) in: Accounts receivable $ (301,200) $(424,200) Inventories (624,500) (126,700) Deferred tax assets (123,900) - Prepaid expenses (92,600) (93,700) Increase(decrease) in: Accounts payable (54,200) 111,600 Accrued compensation and related items (63,200) (35,900) Accrued income taxes (570,900) 69,700 Other accrued liabilities 597,600 1,400 ----------- --------- Change in operating assets and liabilities $(1,232,900) $(497,800) =========== =========
The Company paid $640,000 and $184,000 in Federal and State income taxes during the three month periods ended September 30, 1995 and 1994, respectively. 6 GISH BIOMEDICAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1995 (UNAUDITED) 2. Inventories ----------- Inventories are stated at the lower of cost (first-in, first-out) or net realizable value and are summarized as follows:
September 30, 1995 June 30, 1995 ------------------ ------------- Raw materials $3,255,600 $2,936,700 Work in progress 1,142,600 1,317,900 Finished goods 1,788,200 1,307,300 ---------- ---------- $6,186,400 $5,561,900 ========== ==========
3. Earnings per share ------------------ Earnings per share is based on the weighted average number of common and common equivalent shares outstanding during the period. Common equivalent shares include the potential dilution from the exercise of stock options reduced by the number of common shares which are assumed to have been purchased with the income tax benefits and proceeds from the exercise of such instruments. Fully diluted earnings per share assumes the exercise of the common stock options at the beginning of the period. 4. Acquisition ----------- On September 12, 1995 the Company entered into an agreement to acquire the assets and technology of Creative Medical Development, Inc. "CMD" for $600,000 in cash and 240,240 shares of the Company's common stock. Additionally, the Company will, upon closing of the transaction, enter into a one-year lease for the building which CMD currently occupies. The Company will also execute one year employment agreements with four key employees which includes provisions for the issuance of up to 53,500 shares of the Company's common stock to those employees upon completion of certain performance criteria. As of September 30, 1995 the Company had advanced $600,000 to CMD in the form of a note which is secured by substantially all of CMD's assets. 7 GISH BIOMEDICAL, INC SEPTEMBER 30, 1995 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations: Sales for the three month period ended September 30, 1995 decreased 1% from the corresponding period of fiscal 1995. The decrease was primarily due to a sales decline in one territory. Although first quarter sales were slightly less than the corresponding period of fiscal 1995 the Company believes that its recent sales force expansion and future new product releases should have a positive impact on future sales trends. The gross profit percentage remained constant at 35% for both periods. Selling and marketing expenses increased $104,000 or 13% over the corresponding period of fiscal 1995. These increases are directly related to the expansion of the Company's direct sales force in California and the Southeastern United States. Research and development expenses for the quarter ended September 30, 1995 were comparable to the corresponding period of fiscal 1995 at 5% of net sales. General and administrative expenses remained constant for the first quarter of fiscal 1996 as compared to fiscal 1995. The Company also incurred a one-time expense of $702,000 during the quarter, which represents payments due to a former distributor as compensation for the termination of its contract with the Company. The effects of inflation have not been a significant factor in the results of operations. Liquidity and capital resources: At September 30, 1995, the Company had $14,010,700 of working capital, a decrease of $796,500 from working capital at June 30, 1995. The decrease is primarily due to investment activities and the distributor contract termination fee. On September 12, 1995 the Company entered into an agreement to acquire the assets and technology of Creative Medical Development, Inc. "CMD" for $600,000 in cash and 240,240 shares of the Company's common stock. Additionally, the Company will, upon closing of the transaction, enter into a one-year lease for the building which CMD currently occupies. The Company will also execute one year employment agreements with four key employees which includes provisions for the issuance of up to 53,500 shares of the Company's common stock to those employees upon completion of certain performance criteria. As of September 30, 1995 the Company had advanced $600,000 to CMD in the form of a note which is secured by substantially all of CMD's assets. 8 GISH BIOMEDICAL, INC. --------------------- SEPTEMBER 30, 1995 ------------------ PART II. OTHER INFORMATION - -------------------------- NOT APPLICABLE 9 GISH BIOMEDICAL, INC. SEPTEMBER 30, 1995 Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GISH BIOMEDICAL, INC. Date: 11/13/95 JEANNE M. MILLER ----------------- ---------------- JEANNE M. MILLER Chief Financial Officer 10 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE SEPTEMBER 1995 INTERIM FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS JUN-30-1996 JUL-01-1995 SEP-30-1995 1,164,400 4,169,900 3,643,400 0 6,186,400 16,177,200 8,848,900 4,849,400 20,897,800 2,116,500 0 7,775,800 0 0 (60,000) 20,897,800 5,271,200 5,330,000 3,433,300 0 2,034,500 0 0 (137,800) (53,700) (84,100) 0 0 0 (84,100) (.03) (.03)
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