<PAGE> 1
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, 1996
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 92614
(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 11,
1996: 3,380,070
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<TABLE>
<CAPTION>
GISH BIOMEDICAL, INC.
INDEX
PART I. Financial Information Page
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<S> <C> <C>
Item 1: Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets as of 3
September 30, 1996 and June 30, 1996
Condensed Consolidated Statements of Operations 4
for the three months ended September 30, 1996 and 1995
Condensed Consolidated Statements of Cash Flows 5
for the three months ended September 30, 1996 and 1995
Notes to Condensed Consolidated Financial Statements 6, 7
Item 2: Management's Discussion and Analysis of 8, 9, 10
Financial Condition and Results of Operations
PART II. Other Information
-----------------
Item 6: Exhibits and Reports on Form 8-K 10
</TABLE>
2
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<TABLE>
<CAPTION>
GISH BIOMEDICAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 1996 June 30, 1996
------------------ -------------
ASSETS (unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,412,400 $ 3,314,200
Short-term investments 1,031,600 1,031,600
Accounts receivable, net 3,954,100 4,078,000
Inventories 7,073,400 7,083,700
Deferred income tax assets 748,900 748,900
Prepaid expenses 310,800 245,700
------------ ------------
Total current assets 16,531,200 16,502,100
Property and equipment, at cost 9,926,200 9,799,900
Less accumulated depreciation (5,684,900) (5,463,200)
------------ ------------
Net property and equipment 4,241,300 4,336,700
Other assets 127,100 130,400
Goodwill, net of accumulated amortization 1,917,700 1,966,800
------------ ------------
$ 22,817,300 $ 22,936,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 723,500 $ 984,500
Accrued compensation and related items 606,300 571,800
Accrued income taxes 4,600 -
Other accrued liabilities 31,800 60,300
------------ ------------
Total current liabilities 1,366,200 1,616,600
Deferred income taxes 27,000 27,000
Deferred rent 291,900 282,600
Shareholders' equity:
Preferred stock, 2,250,000 shares authorized;
no shares outstanding
Common stock, no par value, 7,500,000 shares
authorized, 3,370,048 shares issued and
outstanding (3,363,444 shares at June 30, 1996) 9,878,900 9,828,000
Note receivable - officer stock purchase (40,000) (50,000)
Retained earnings 11,293,300 11,231,800
------------ ------------
Total shareholders' equity 21,132,200 21,009,800
------------ ------------
$ 22,817,300 $ 22,936,000
============ ============
</TABLE>
See accompanying notes
3
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<TABLE>
<CAPTION>
GISH BIOMEDICAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
1996 1995
---- ----
<S> <C> <C>
Net sales $5,312,600 $5,271,200
Cost of sales 3,513,100 3,433,300
---------- ----------
Gross profit 1,799,500 1,837,900
Selling and marketing 913,200 695,700
Research and development 347,200 256,500
General and administrative 491,900 380,300
Distributor contract termination fee - 702,000
---------- ----------
Total operating expenses 1,752,300 2,034,500
---------- ----------
Operating income (loss) 47,200 (196,600)
Interest income 53,600 58,800
---------- ----------
Income (loss) before provision for taxes 100,800 (137,800)
Provision (benefit) for taxes 39,300 (53,700)
---------- ----------
Net income (loss) $ 61,500 $(84,100)
========== ==========
Net income (loss) per share:
Primary $ .02 $ (.03)
========== ==========
Fully diluted $ .02 $ (.03)
========== ==========
Average common and common
equivalent shares:
Primary 3,519,678 3,102,848
========== ==========
Fully diluted 3,588,933 3,102,848
========== ==========
</TABLE>
See accompanying snotes
4
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GISH BIOMEDICAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
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<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 61,500 $ (84,100)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 278,300 187,700
Deferred rent 9,300 14,300
Changes in operating assets and liabilities (181,300) (1,232,900)
----------- -----------
Net cash provided by (used in)
operating activities 167,800 (1,115,000)
----------- -----------
Cash flows from investing activities:
Sale of short-term investments - 978,000
Note receivable - (600,000)
Purchases of property and equipment (126,300) (274,100)
Increase in other assets (4,200) (4,400)
----------- -----------
Net cash provided by (used in) investing
activities (130,500) 99,500
----------- -----------
Cash flows from financing activities:
Payment on note receivable from officer 10,000 -
Proceeds from stock options exercised 50,900 14,100
----------- -----------
Net cash provided by financing activities 60,900 14,100
Net increase (decrease) in cash and cash equivalents 98,200 (1,001,400)
Cash and cash equivalents at beginning of period 3,314,200 2,165,800
----------- -----------
Cash and cash equivalents at end of period $ 3,412,400 $ 1,164,400
=========== ===========
</TABLE>
See accompanying notes
5
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GISH BIOMEDICAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(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 cash flows for the
three month periods ended September 30, 1996 and 1995, and financial
position at September 30, 1996, 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, 1996.
Statement of Cash Flows
Changes in operating assets and liabilities as shown in the condensed
consolidated statements of cash flows comprise:
<TABLE>
<CAPTION>
Three months ended September 30, 1996 1995
- -------------------------------- ---- ----
<S> <C> <C>
Decrease(increase) in:
Accounts receivable $ 123,900 $ (301,200)
Inventories 10,300 (624,500)
Deferred tax assets - (123,900)
Prepaid expenses (65,100) (92,600)
Increase(decrease) in:
Accounts payable (261,000) (54,200)
Accrued compensation and related items 34,500 (63,200)
Accrued income taxes 4,600 (570,900)
Other accrued liabilities (28,500) 597,600
------- -------
Change in operating assets and liabilities $(181,300) $(1,232,900)
========= ===========
</TABLE>
The Company paid $640,000 in Federal and State income taxes during the three
month period ended September 30, 1995.
6
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GISH BIOMEDICAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1996
(UNAUDITED)
2. Inventories
Inventories are stated at the lower of cost (first-in, first-out) or
net realizable value and are summarized as follows:
<TABLE>
<CAPTION>
September 30, 1996 June 30, 1996
------------------ -------------
<S> <C> <C>
Raw materials $3,685,600 $4,166,000
Work in progress 1,673,200 1,123,200
Finished goods 1,714,600 1,794,500
---------- ----------
$7,073,400 $7,083,700
========== ==========
</TABLE>
3. Earnings per share
Earnings per share for the period ended September 30, 1996 is based
upon the weighted average number of common and common equivalent shares
outstanding. 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 proceeds from
such exercise and the related income tax benefit. Fully diluted
earnings per share assumes common shares issued for the exercise of the
stock options during the period were outstanding at the beginning of
the period. In the period ended September 30, 1995, the effect of
common equivalent shares on net income (loss) per share is
anti-dilutive and, therefore, they have not been included in the
calculation.
4. Acquisition
On April 17, 1996 the Company acquired 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, entered into a one-year lease for the building which CMD
formerly occupied. The Company has also executed one year employment
agreements with four key employees which includes provision for the
issuance of up to 53,500 shares of the Company's common stock to those
employees upon completion of certain performance criteria.
7
<PAGE> 8
GISH BIOMEDICAL, INC
SEPTEMBER 30, 1996
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations: On April 17, 1996 the Company acquired 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,
entered into a one-year lease for the building which CMD formerly occupied. The
Company has also executed 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.
Sales for the three month period ended September 30, 1996 increased 1% from the
corresponding period of fiscal 1996. Although first quarter sales were slightly
higher than the corresponding period of fiscal 1996 the Company is disappointed
in the rate of growth and anticipates greater increases for the remainder of the
fiscal year through new product introductions. Sales attributable to CMD's
products were $50,000 for the period ended September 30, 1996.
Cost of sales for the period ended September 30, 1996 was 66% of sales as
compared to 65% of sales for the corresponding period of fiscal 1996. The
increase in cost of sales of 1% for the period ended September 30, 1996 is
primarily attributable to CMD's unabsorbed manufacturing costs of $73,000. The
Company has made the decision to cease its manufacturing operations in the
former CMD facility effective November 15, 1996. The Company expects to realize
some manufacturing and administrative cost savings commencing with the quarter
ending March 31, 1997.
Selling and marketing expenses for the period ended September 30, 1996 increased
$218,000 or 31% over the corresponding period of fiscal 1996. Selling expenses
related to the operation of CMD accounted for 62% of the increase. The remaining
increase was due to the Company's direct sales force expansion. The Company
anticipates that its selling and marketing expenses will continue to be
approximately $900,000 to $1,000,000 per quarter for the remainder of the fiscal
year.
Research and development expenses for the period ended September 30, 1996
increased $91,000 over the corresponding period of fiscal 1996. Costs associated
with upgrading CMD's ambulatory infusion pump product line represented the
majority of the increase in expenses for the period. Additionally, the Company
is actively engaged in several new product development projects, including an
oxygenator, all of which will continue to require expenditures approximating
$400,000 per quarter for the foreseeable future.
General and administrative expenses remained constant at 9% of total sales for
the periods ended September 30, 1996 and 1995. The increase is due to expenses
associated with the operation of CMD's assets and the amortization of goodwill
related to the purchase of the assets. The Company anticipates general and
administrative expenses to be approximately $500,000 to $600,000 per quarter
for the remainder of this fiscal year.
The Company also incurred a one-time expense of $702,000 during the first
quarter of fiscal 1996, which represents payments due to a former distributor as
compensation for the termination of its contract with the Company.
The provision for taxes is based upon a combined federal and state effective tax
rate of 39% for all periods presented.
8
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GISH BIOMEDICAL, INC
SEPTEMBER 30, 1996
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
The effects of inflation have not been a significant factor in the results of
operations. The cardiovascular surgery market has been experiencing downward
pricing pressures which are reflected in lower sales dollars.
Liquidity and capital resources: At September 30, 1996, the Company had
$15,165,000 of working capital, an increase of $279,500 from working capital at
June 30, 1996. The increase is primarily due to a decrease in trade accounts
payable.
For the period ended September 30, 1996 cash provided by operations of $167,800
was primarily due to profitable operations and a decrease in accounts
receivable. For the period ended September 30, 1995, cash used in operations of
$1,115,000 was primarily due to increases in inventories, accounts receivable,
and accrued liabilities offset by payment of accrued taxes.
For the period ended September 30, 1996 cash used in investing activities of
$130,500 was primarily due to purchases of property and equipment for the
manufacture of new products. For the period ended September 30, 1995 cash
provided by investing activities of $99,500 was primarily due to sale of
short-term investments offset by the advance of $600,000 to CMD and the purchase
of property and equipment. The advance to CMD was in the form of a note and was
secured by substantially all of CMD's assets. Such note was canceled upon the
consummation of the acquisition of CMD's assets on April 17, 1996. Purchases of
property and equipment were primarily tooling purchases to manufacture inventory
associated with new products such as the MyoManager and the oxygenator.
For the period ended September 30, 1996 and 1995 cash provided by financing
activities of $60,900 and $14,100, respectively, was primarily due to proceeds
from the exercise of stock options.
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.
The Company believes that cash generated from operations together with available
cash will be adequate to meet the Company's planned expenditures and liquidity
needs for fiscal 1997.
This Quarterly Report on Form 10-Q contains certain forward-looking statements
that are based on current expectations. In light of the important factors that
can materially affect results, including those set forth below and elsewhere in
this Quarterly Report on Form 10-Q, the inclusion of forward-looking
information herein should not be regarded as a representation by the Company or
any other person that the objectives or plans of the Company will be achieved.
The Company may encounter competitive, technological, financial and business
challenges making it more difficult than expected to continue to develop and
market its products; the market may not accept the Company's existing and
future products; the Company may be unable to retain existing key management
personnel; and there may be other material adverse changes in the Company's
operations or business. Certain important factors affecting the forward-looking
statements made herein include, but are not limited to (i) failure to obtain
U.S. Food and Drug Administration approval for its oxygenator which is
currently in development, (ii) the lack of market acceptance of its redesigned
MyoManager or ambulatory infusion pump, (iii) continued downward pricing
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
pressures in the Company's targeted markets, (iv) the continued acquisition of
the Company's customers by certain of its competitors and (v) the decision by
the Company to replace its distributor network with a direct sales force in
certain geographic territories. Assumptions relating to budgeting, marketing,
product development and other management decisions are subjective in many
respects and thus susceptible to interpretations and periodic revisions based
on actual experience and business developments, the impact of which may cause
the Company to alter its marketing, capital expenditure or other budgets,
which may in turn affect the Company's financial position and results of
operations. The reader is therefore cautioned not to place undue reliance on
forwarding-looking statements contained herein, which speak as of the date of
this Report.
PART II. OTHER INFORMATION
Exhibits and reports on Form 8K.
Exhibit 27 -- Financial Data Schedule.
10
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GISH BIOMEDICAL, INC.
SEPTEMBER 30, 1996
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: 11/13/96
-------- JEANNE M. MILLER
----------------
JEANNE M. MILLER
Chief Financial Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 3,412,400
<SECURITIES> 1,031,600
<RECEIVABLES> 3,954,100
<ALLOWANCES> 0
<INVENTORY> 7,073,400
<CURRENT-ASSETS> 16,531,200
<PP&E> 9,926,200
<DEPRECIATION> 5,684,900
<TOTAL-ASSETS> 22,817,300
<CURRENT-LIABILITIES> 1,366,200
<BONDS> 0
0
0
<COMMON> 9,878,900
<OTHER-SE> (40,000)
<TOTAL-LIABILITY-AND-EQUITY> 22,817,300
<SALES> 5,312,600
<TOTAL-REVENUES> 5,312,600
<CGS> 3,513,100
<TOTAL-COSTS> 3,513,100
<OTHER-EXPENSES> 1,752,300
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 100,800
<INCOME-TAX> 39,300
<INCOME-CONTINUING> 61,500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 61,500
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
