-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, b9AyddqilJpMikRcWTwtTv/9ggw5RqKnfPoD2fHwL1kJI0f127WRKVl/1wIVi/Yo ZZ9wlJHS1dVqEB4ND6RNVg== 0000719727-95-000015.txt : 19950612 0000719727-95-000015.hdr.sgml : 19950612 ACCESSION NUMBER: 0000719727-95-000015 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950609 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIRCON CORP CENTRAL INDEX KEY: 0000719727 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 953079904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-12025 FILM NUMBER: 95545996 BUSINESS ADDRESS: STREET 1: 460 WARD DR CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8059670404 10-Q/A 1 FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 Q/A AMENDMENT No. 1 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED March 31, 1995 COMMISSION FILE NO. 0-12025 CIRCON CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 95-3079904 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6500 Hollister Avenue, Santa Barbara, California 93117-3019 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (805) 968-5100 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 twelve 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 Number of Common Shares Outstanding at March 31, 1995: 7,970,703 Circon Corporation (File No. 0-12025) - Amendment No. 1 to Form 10Q for the quarter ended March 31, 1995 Ladies and Gentlemen: Attached for filing on behalf Circon Corporation (the "Company") pursuant to the Securities Exchange Act of 1934 are conformed copies of the Company's Form 10-Q/A Amendmnet No. 1 to Form 10-Q for the fiscal quarter ended March 31, 1995. Pursuant to rule 302 of regulation S-T, the Company has manually executed signature pages to the Form 10-Q/A prior to the time of this electronic filing and will retain such executed signature pages for five years. Very Truly Yours, Circon Corporation Daniel J. Meaney Vice President, Secretary, General Counsel PART I. FINANCIAL INFORMATION Item 1. Financial Statements CIRCON CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1994 AND MARCH 31, 1995 ASSETS (Unaudited) December 31, March 31, 1994 1995 CURRENT ASSETS: Cash and temporary cash investment $ 346,000 $ 611,000 Marketable securities 20,410,000 20,715,000 Accounts receivable, net of allowance of $627,000 in 1994, and $665,000 in 1995 17,607,000 16,935,000 Inventories 16,471,000 17,809,000 Prepaid expenses and other assets 1,930,000 1,919,000 Deferred tax asset - current 2,639,000 2,639,000 Total current assets 59,403,000 60,628,000 PROPERTY, PLANT, AND EQUIPMENT, at cost, net of accumulated depreciation and amortization 32,010,000 33,246,000 OTHER ASSETS: Deferred tax asset - noncurrent 739,000 739,000 Other, at cost, net of accumulated amortization 2,824,000 2,782,000 Total assets 94,976,000 $ 97,395,000 The accompanying notes are an integral part of these consolidated statements. CIRCON CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1994 AND MARCH 31, 1995 LIABILITIES AND SHAREHOLDERS' EQUITY (Unaudited) December 31, March 31, 1994 1995 CURRENT LIABILITIES: Accounts payable 3,649,000 3,940,000 Accrued liabilities 6,692,000 7,088,000 Customer deposits 473,000 486,000 Total current liabilities 10,814,000 11,514,000 NONCURRENT LIABILITIES Deferred income taxes 5,276,000 5,354,000 Capital lease obligations and other 327,000 192,000 Total noncurrent liabilities 5,603,000 5,546,000 COMMITMENTS SHAREHOLDERS' EQUITY Preferred stock, $ .01 par value: 1,000,000 shares authorized, none outstanding Common stock; $ .01 par value: 50,000,000 shares authorized; 7,954,333 and 7,970,703 outstanding at December 31, 1994 and March 31,1995 59,445,000 59,511,000 Unrealized losses on Marketable Securities (314,000) (166,000) Cumulative translation adjustment (341,000) 107,000 Retained earnings 19,769,000 20,883,000 Total shareholders' equity 78,559,000 80,335,000 Total liabilities and shareholders' equity $ 94,976,000 $ 97,395,000 The accompanying notes are an integral part of these consolidated statements. CIRCON CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATION Three Months Ended March 31, (Unaudited) (Unaudited) 1994 1995 NET SALES $ 20,833,000 $ 22,474,000 COST OF SALES 9,904,000 10,637,000 GROSS PROFIT 10,929,000 11,837,000 OPERATING EXPENSES: Research and development 1,995,000 1,827,000 Selling, general and administrative 7,801,000 8,529,000 Total operating expenses 9,796,000 10,356,000 INCOME FROM OPERATIONS 1,133,000 1,481,000 Interest income, net 84,000 329,000 Other income (expense), net (3,000) (166,000) INCOME BEFORE PROVISION FOR INCOME TAXES 1,214,000 1,644,000 Provision for income taxes 425,000 530,000 NET INCOME $ 789,000 $ 1,114,000 Net Earnings Per Share $ 0.10 $ 0.13 Weighted average number of shares outstanding 8,144,667 8,433,662 The accompanying notes are an integral part of these consolidated statements. CIRCON CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES 1994 1995 Net income 789,000 1,114,000 Adjustments to reconcile net income to cash provided from (used in) operating activities: Depreciation and amortization 532,000 394,000 Deferred income taxes - 78,000 Change in assets and liabilities: Accounts receivable, net 568,000 672,000 Inventories (505,000) (1,338,000) Prepaid and other assets (129,000) 11,000 Other assets 45,000 14,000 Accounts payable 783,000 291,000 Accrued liabilities 378,000 396,000 Customer deposits 71,000 13,000 Other long term liabilities (213,000) (135,000) Total adjustments 1,530,000 396,000 Net cash provided from operating activities 2,319,000 1,510,000 CIRCON CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, (Unaudited) (Unaudited) CASH FLOWS FROM INVESTING ACTIVITIES 1994 1995 Investments in marketable securities (134,000) (157,000) Purchases of plant and equipment (2,248,000) (1,602,000) Cumulative translation adjustment (24,000) 448,000 Net cash used in investing activities (2,406,000) (1,311,000) CASH FLOWS FROM FINANCING ACTIVITIES Common stock issued under stock option plan 59,000 66,000 Net cash provided from financing activities 59,000 66,000 Net decrease in cash and cash investments (28,000) 265,000 Cash and cash investments, beginning of period 495,000 346,000 Cash and cash investments, end of per $ 467,000 $ 611,000 SUPPLEMENTAL DISCLOSURES Cash paid for interest $ 16,000 $ 10,000 Cash paid for income taxes $ 53,000 $ 153,000 The accompanying notes are an integral part of these consolidated statements. SIGNATURES 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. CIRCON CORPORATION Registrant 06/07/95 Date RICHARD A. AUHLL President Chief Executive Officer 06/07/95 Date Daniel J. Meany Vice President, Secretary, General Counsel -----END PRIVACY-ENHANCED MESSAGE-----