<PAGE> 1
UNITED STATES
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 0-9042
------
MEDEX, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-4441680
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
3637 Lacon Road, Hilliard, Ohio 43026
- --------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (614) 876-2413
--------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 23 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 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
----- -----
As of September 30, 1995, the latest practicable date, 6,165,595 shares of
the registrant's common shares were issued and outstanding.
1
<PAGE> 2
MEDEX, INC.
-----------
INDEX TO FORM 10-Q
------------------
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995
---------------------------------------------
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
- ------- ---------------------
ITEM 1
------
Title Page 1
Index to Form 10-Q 2
Consolidated Statements of Income -
Three Months Ended September 30, 1995 and 1994 3
Consolidated Balance Sheets -
September 30, 1995 and June 30, 1995 4-5
Consolidated Statement of Shareholders' Equity -
Three Months Ended September 30, 1995 6
Consolidated Statements of Cash Flows -
Three Months Ended September 30, 1995 and 1994 7
Notes To Consolidated Financial Statements 8
ITEM 2
------
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-12
PART II OTHER INFORMATION 13
- ------- -----------------
EXHIBIT
-------
11. Computation of Earnings Per Share
27. Financial Data Schedule
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
------------------------------
ITEMS 1 & 2
-----------
MEDEX, INC.
-----------
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
(unaudited)
-----------
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------
SEPTEMBER 30,
-------------
1995 1994
---- ----
<S> <C> <C>
NET SALES $23,697,611 $23,082,139
COST OF GOODS SOLD 11,639,177 12,492,420
----------- -----------
GROSS MARGIN 12,058,434 10,589,719
----------- -----------
OPERATING EXPENSES:
Sales and marketing 5,729,337 4,822,288
Research and development 642,948 734,562
Administrative 3,460,800 2,900,886
Restructuring costs 241,251
----------- -----------
Total 10,074,336 8,457,736
----------- -----------
OPERATING INCOME 1,984,098 2,131,983
----------- -----------
OTHER INCOME (EXPENSE):
Investment income 51,970 58,554
Interest expense (53,100) (76,782)
Other - net (88,899) 82,907
------------ -----------
Total (90,029) 64,679
------------ -----------
INCOME BEFORE INCOME TAXES 1,894,069 2,196,662
ESTIMATED INCOME TAXES 757,000 879,000
----------- -----------
NET INCOME $ 1,137,069 $ 1,317,662
=========== ===========
NET INCOME PER COMMON SHARE:
NET INCOME $ .18 $ .21
=========== ===========
WEIGHTED AVERAGE
SHARES OUTSTANDING 6,198,153 6,196,226
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
3
<PAGE> 4
MEDEX, INC.
-----------
CONSOLIDATED BALANCE SHEETS
---------------------------
ASSETS
------
(unaudited)
-----------
<TABLE>
<CAPTION>
September 30, 1995 June 30, 1995
------------------ -------------
<S> <C> <C>
CURRENT ASSETS:
Cash and equivalents $ 5,776,246 $ 4,911,074
Investments 345,000 345,000
Trade Receivables (less allowable for doubtful accounts
September 30 - $727,000; June 30 - $714,000) 18,554,070 18,506,153
Inventories:
Raw materials and supplies 11,415,257 11,495,702
Work-in-process 4,439,992 3,626,058
Finished goods 6,882,268 7,248,231
----------- -----------
Total inventories 22,737,517 22,369,991
Deferred income taxes 1,633,456 1,633,456
Prepaid expenses and other 1,404,687 812,925
----------- -----------
Total current assets 50,450,976 48,578,599
----------- -----------
PROPERTY, PLANT AND EQUIPMENT - At cost:
Land and land improvements 2,071,186 2,053,046
Buildings 19,539,829 19,504,336
Machinery and equipment 15,946,848 15,940,342
Dies and molds 8,275,652 8,226,919
Furniture and data processing equipment 8,464,359 8,285,376
Additions in progress 4,231,280 3,330,646
----------- -----------
Total 58,529,154 57,340,665
Less accumulated depreciation 23,965,507 23,028,147
----------- -----------
Property, plant and equipment - net 34,563,647 34,312,518
----------- -----------
COST IN EXCESS OF FAIR VALUE OF NET ASSETS ACQUIRED
(Net of accumulated amortization: September 30, $1,045,147
June 30 - $997,352) 4,825,186 4,872,981
----------- -----------
OTHER ASSETS:
Deferred income taxes 534,376 530,872
Other 2,165,414 2,206,581
----------- -----------
Total other assets 2,699,790 2,737,453
----------- -----------
TOTAL ASSETS $92,539,599 $90,501,551
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
4
<PAGE> 5
MEDEX, INC
----------
CONSOLIDATED BALANCE SHEETS
---------------------------
LIABILITIES & SHAREHOLDERS' EQUITY
----------------------------------
(unaudited)
<TABLE>
<CAPTION>
SEPTEMBER 30, 1995 JUNE 30, 1995
------------------ -------------
<S> <C> <C>
CURRENT LIABILITIES:
Current portion of long-term debt $ 510,518 $ 513,066
Accounts payable (principally trade) 3,345,012 3,797,582
Accrued liabilities:
Income taxes 2,049,016 602,209
Compensation 2,702,505 2,873,619
Restructuring costs 524,693 649,983
Other 3,591,591 2,807,811
---------- ----------
Total current liabilities 12,723,335 11,244,270
LONG-TERM DEBT - Less current portion 3,434,686 3,463,232
---------- ----------
Total liabilities 16,158,021 14,707,502
---------- ----------
SHAREHOLDERS' EQUITY:
Common stock - $.01 par value
Shares authorized - 20,000,000
Shares outstanding September 30 - 6,165,595
Shares outstanding June 30 - 6,159,502
(net of 156,650 treasury shares) 61,656 61,595
Additional paid-in capital 42,539,382 42,460,256
Retained earnings 33,816,046 33,172,136
Foreign currency translation adjustment (35,506) 100,062
---------- ----------
Total shareholders' equity 76,381,578 75,794,049
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $92,539,599 $90,501,551
========== ==========
</TABLE>
See Notes to Consolidated Financial Statements
5
<PAGE> 6
MEDEX, INC.
-----------
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
----------------------------------------------
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995
---------------------------------------------
(unaudited)
-----------
<TABLE>
<CAPTION>
FOREIGN
COMMON STOCK ADDITIONAL CURRENCY TOTAL
OUTSTANDING PAID IN RETAINED TRANSLATION SHAREHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS ADJUSTMENT EQUITY
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT
JUNE 30, 1995 6,159,502 $ 61,595 $42,460,256 $33,172,136 $ 100,062 $ 75,794,049
Net income 1,137,069 1,137,069
Cash Dividends
($.08 per share) (493,159) (493,159)
Foreign currency
translation
adjustment (135,568) (135,568)
Issuance of stock
under stock option
and purchase plans 6,093 61 79,126 79,187
---------------------------------------------------------------------------------------------------
BALANCE AT
SEPTEMBER 30, 1995 6,165,595 $ 61,656 $42,539,382 $33,816,046 $ (35,506) $ 76,381,578
===================================================================================================
</TABLE>
See Notes to Consolidated Financial Statements
6
<PAGE> 7
MEDEX, INC.
-----------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(unaudited)
-----------
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1995 1994
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,137,069 $ 1,317,662
Adjustment to reconcile net income to net
cash provided (used) by operating activities:
Depreciation and amortization 1,021,390 1,023,710
Change in operating assets and liabilities:
Increase in trade receivables (185,719) (683,731)
(Increase) decrease in inventories (455,901) 1,266,708
Increase in prepaid expenses and other (560,299) (1,010,160)
Decrease in trade accounts payable (439,322) (1,036,847)
Decrease in accrued restructuring costs (125,290) (7,500)
Decrease in accrued liabilities (131,136) (1,592,381)
Increase in accrued income taxes 1,421,509 775,319
Other operating items - net 341,436 (548,622)
---------- ----------
Net cash provided (used) by operating activities 2,023,737 (495,842)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions (1,272,694) (1,507,280)
---------- -----------
Net cash used in investing activities (1,272,694) (1,507,280)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of long-term obligations (31,094) (82,069)
Proceeds from issuance of common shares 79,187 11,898
---------- -----------
Net cash provided (used) by financing activities 48,093 (70,171)
---------- -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 66,036 (42,004)
---------- ------------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 865,172 (2,115,297)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 4,911,074 8,604,455
---------- ------------
CASH AND EQUIVALENTS AT END OF PERIOD $5,776,246 $ 6,489,158
========== ============
SUPPLEMENTAL DISCLOSURES:
CASH PAID DURING THE PERIOD FOR:
Interest $ 44 $ 19,663
========== ===========
Income taxes $ $ 210,439
========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
7
<PAGE> 8
MEDEX, INC
----------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
SEPTEMBER 30, 1995
------------------
(unaudited)
-----------
1. PRESENTATION
------------
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and include all of the
information and disclosures required by generally accepted accounting
principles for interim reporting, which are less than those required for annual
reporting. In the opinion of management, the accompanying unaudited financial
statements contain all adjustments (all of which are normal and recurring in
nature) necessary to present fairly the financial position of Medex, Inc. at
September 30, 1995, and the results of operations and cash flows for the three
months ended September 30, 1995 and 1994. The notes to the Consolidated
Financial Statements which are contained in the 1995 Annual Report to
Shareholders should be read in conjunction with these Consolidated Financial
Statements. Certain reclassification have been made to prior year's amounts to
conform with the classifications of such amounts for fiscal 1996.
8
<PAGE> 9
MEDEX, INC.
-----------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
SEPTEMBER 30, 1995
------------------
RESULTS OF OPERATIONS
- ---------------------
The following table shows Medex, Inc. operating results as a percent
of net sales for the periods indicated for certain items in the consolidated
statements of income. Dollar amounts in the following tables are in thousands.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PERCENT OF NET SALES
--------------------
THREE MONTHS ENDED
SEPTEMBER 30,
1995 1994
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Sales 100.00 100.00
Cost of Goods Sold 49.12 54.12
------ ------
Gross Margin 50.88 45.88
Operating Expenses 42.51 36.64
------ ------
Operating Income 8.37 9.24
Other Income (Expense) (.38) .28
------- -------
Income Before Income Taxes 7.99 9.52
Estimated Income Taxes 3.19 3.81
------ ------
Net Income 4.80 5.71
====== ======
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED
SEPTEMBER 30,
1995 1994
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Sales $23,698 $23,082
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Net sales for the three months ended September 30, 1995, increased $616,000 or
three percent over the same period of the previous year. Net sales from
domestic operations decreased $916,000 or five percent to $15,824,000 while
sales from the Company's European operations increased $1,532,000 or 24 percent
to $7,874,000.
The decrease in domestic sales consists of decreases in both critical care
accessories of $404,000 and infusion systems of $512,000. Approximately 88% of
the decrease in critical care accessories (39% of the decrease in total
domestic sales) is due to the previously announced loss of bulk/OEM business.
Infusion systems sales decreased as a result of decreases in sales of large
volume pumps and related disposables. Sales of both critical care accessories
and infusion systems were
9
<PAGE> 10
negatively impacted by backorders, which has resulted in customers either
delaying their purchasing decisions or purchasing products from alternative
sources, and continued pressures in the U.S. healthcare market.
The increase in sales from the Company's European operations is due to a
$1,292,000 increase in sales of cath lab and pressure monitoring products and
due to $213,000 of sales from Ashfield Medical Systems, which was acquired in
the third quarter of fiscal 1995. Cath lab sales increased primarily due to
increased sales of procedure packs. The increase in pressure monitoring
products is primarily due to sales efforts being redirected into this product
line as a result of the procedure pack business being more established.
Increased foreign currency translation rates caused approximately one-third of
the overall increase in European sales.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
1995 1994
- -------------------------------------------------------------------------------
<S> <C> <C>
Cost of Goods Sold $11,639 $12,492
- -------------------------------------------------------------------------------
Gross Margin $12,059 $10,590
- -------------------------------------------------------------------------------
</TABLE>
Gross margin as a percent of net sales for the first quarter of fiscal 1996
increased over the previous year. The increase consists of a 7 percentage
point increase in domestic margins and a 3 percentage point increase in
European margins.
Domestic margins have improved primarily due to lower volume related
manufacturing variances, resulting from increased production at both the
Columbus and Atlanta facilities. Production volumes have increased primarily
due to the Company closing the Denver facility and moving the production of
Denver's products to Columbus and Atlanta and due to backorders. These
improvements were partially offset by declines in average selling prices as a
result of the pressures discussed above.
The increase in European margins is due to increased production volume
resulting in lower per unit manufacturing costs offset by a change in product
mix to include a larger percentage of procedure packs.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C>
Operating Expenses $10,074 $ 8,458
- --------------------------------------------------------------------------------
</TABLE>
Operating expenses for the three months ended September 30, 1995 increased
$1,616,000 over the same period of the prior year. Included in this increase
is $241,000 of restructuring costs associated with closing the Denver facility.
Excluding the effect of the restructuring costs discussed above, domestic
operating expenses increased by $609,000 primarily due to increased sales and
marketing expenses. Sales and marketing expenses were lower in the first
quarter of the prior year as a result of the sales reorganization that left
several territories open during that period.
10
<PAGE> 11
European operating expenses increased $766,000 partially due to the effects of
increased foreign currency translation rates which caused $222,000 of the
increase. The remaining increase is due to increased sales and marketing and
administrative expenses to support the increased sales and due to the
acquisition of Ashfield Medical Systems which recorded $109,000 of expenses.
Restructuring expenses are related to the closing of the Denver facility
announced in fiscal 1995. The closing of this facility and the integration of
all functions and product lines into the Columbus and Atlanta operations was
estimated to save the Company approximately $2,500,000 annually, while costing
approximately $3,200,000 to implement. The total expense recognized related to
this plan through September 30, 1995 is $2,876,000 consisting of $2,635,000
recognized in fiscal 1995 and $241,000 recognized this quarter. The expenses
recorded this quarter primarily relate to the hiring and relocation of
personnel.
The integration plan is essentially complete. The remaining activities
primarily relate to the hiring and relocation of personnel and locating a
tenant to sublease the Denver facility for which the Company is committed under
a lease through September, 1998. The Company recorded the portion of the lease
costs which are expected to exceed the estimated sublease income as a component
of the restructuring costs recorded in fiscal 1995. The total estimated cost
of the plan remains to be approximately $3,200,000 with the remaining $324,000
of expenses expected to be included in the second quarter.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C>
Other Income $(90) $ 65
- --------------------------------------------------------------------------------
</TABLE>
The decrease in other income for the three month period ended September 30,
1995 is primarily due to the Company recording a foreign currency exchange loss
of $104,000 for the current period versus a gain of $64,000 in the prior year.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C>
Estimated Income Taxes $757 $879
- --------------------------------------------------------------------------------
</TABLE>
Income taxes for both the current and previous fiscal year are estimated to be
40 percent of pre-tax income.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Net working capital at September 30, 1995 increased approximately $393,000 over
the working capital at June 30, 1995. The current ratio was 3.96 to 1.00 at
September 30, 1995 as compared to 4.32 to 1.00 at June 30, 1995.
Property additions of approximately $1,273,000 primarily relates to the
acquisition of machinery and equipment and dies and molds.
11
<PAGE> 12
Management believes that currently available cash and investments, cash
provided from future operations and debt financing options, will be sufficient
to finance these and other future capital expenditures.
MANAGEMENT'S OUTLOOK
- --------------------
Management anticipates the Company's European operations will continue to post
increases in sales and profits over fiscal 1995 barring any material
unfavorable changes in foreign currency exchange rates. The domestic
operations are also expected to post improved performance over fiscal 1995 as
the savings associated with the Denver integration are experienced. However,
the Company remains in a turnaround mode and management is working to position
the Company for consistent performance.
12
<PAGE> 13
PART II - OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
- -----------------
The Company is not presently a party to any material pending legal proceedings.
ITEM 2.
- -------
CHANGES IN SECURITIES
- ---------------------
None
ITEM 3.
- -------
DEFAULTS UPON SENIOR SECURITIES
- -------------------------------
None
ITEM 4.
- -------
SUBMISSION OF MATTERS TO VOTE ON SECURITY HOLDERS
- -------------------------------------------------
None
ITEM 5.
- -------
OTHER INFORMATION
- -----------------
None
ITEM 6.
- -------
EXHIBITS AND REPORTS ON FORM 8-K
- --------------------------------
A. EXHIBITS
--------
11. Computation of earnings per share.
27. Financial Data Schedule
B. REPORTS ON FORM 8-K
-------------------
No reports on Form 8-K were filed during the three months ended
September 30, 1995.
13
<PAGE> 14
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, thereto duly authorized.
MEDEX, INC.
Date: November 14, 1995 By:
----------------------------
Bradley P. Gould
Chief Executive Officer
And:
----------------------------
Kevin L. Barnett
Vice President
Treasurer and
Corporate Controller
(Principle Accounting Officer)
14
<PAGE> 1
EXHIBIT 11
MEDEX, INC.
-----------
COMPUTATION OF EARNINGS PER SHARE
---------------------------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
1995 1994
---- ----
<S> <C> <C>
PRIMARY:
Weighted average
common shares outstanding 6,161,025 6,130,100
Common equivalent
shares - stock options 37,128(1) 66,126(1)
--------- ---------
Common shares and
common equivalent
shares outstanding 6,198,153 6,196,226
--------- ---------
NET INCOME $1,137,069 $1,317,662
========= =========
NET INCOME PER SHARE $ .18 $ .21
========= =========
FULLY DILUTED:
Weighted average
common shares outstanding 6,161,025 6,130,100
Common equivalent
shares - stock options 37,160(1) 83,703(1)
--------- ---------
Common shares and
common equivalent
shares outstanding 6,198,185 6,213,803
========= =========
NET INCOME $1,137,069 $1,317,662
========= =========
NET INCOME PER SHARE $ .18 $ .21
========= =========
<FN>
(1) Calculated under the Treasury Stock Method using the average price or
period-end market price of Medex stock, as applicable.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANYS CONSOLIDATED BALANCE SHEET AND STATEMENTS OF INCOME FOR THE QUARTER
ENDED SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<CASH> 5,776,246
<SECURITIES> 345,000
<RECEIVABLES> 18,554,070
<ALLOWANCES> 727,000
<INVENTORY> 22,737,517
<CURRENT-ASSETS> 50,450,976
<PP&E> 58,529,154
<DEPRECIATION> 23,965,507
<TOTAL-ASSETS> 92,539,599
<CURRENT-LIABILITIES> 12,723,335
<BONDS> 3,434,686
<COMMON> 61,656
0
0
<OTHER-SE> 76,381,528
<TOTAL-LIABILITY-AND-EQUITY> 92,539,599
<SALES> 23,697,611
<TOTAL-REVENUES> 23,697,611
<CGS> 11,639,177
<TOTAL-COSTS> 11,639,177
<OTHER-EXPENSES> 10,074,336
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 53,100
<INCOME-PRETAX> 1,894,069
<INCOME-TAX> 757,000
<INCOME-CONTINUING> 1,137,069
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,137,069
<EPS-PRIMARY> .18
<EPS-DILUTED> .18
</TABLE>
