<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 December 31, 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 was 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 January 31,
1997: 3,382,895
1
<PAGE> 2
GISH BIOMEDICAL, INC.
INDEX
<TABLE>
<CAPTION>
Page
<S> <C> <C>
PART I. Financial Information
Item 1: Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets
as of December 31, 1996 and June 30, 1996 3
Condensed Consolidated Statements of
Operations for the three and six months
ended December 31, 1996 and 1995 4
Condensed Consolidated Statements of
Cash Flows for the six months ended
December 31, 1996 and 1995 5
Notes to Condensed Consolidated
Financial Statements 6
Item 2: Management's Discussion and Analysis
of Financial Condition and Results
of Operations. 8
PART II. Other Information
Item 4: Submission of Matters to a Vote of
Security-Holders 10
Item 6: Exhibits and Reports on Form 8-K 10
</TABLE>
2
<PAGE> 3
GISH BIOMEDICAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, June 30,
1996 1996
-------------- -------------
ASSETS (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,461,300 $ 3,314,200
Short-term investments 1,031,600 1,031,600
Accounts receivable, net 3,867,900 4,078,000
Inventories 7,004,700 7,083,700
Deferred income tax assets 748,900 748,900
Prepaid expenses 603,300 245,700
----------- -----------
Total current assets 16,717,700 16,502,100
----------- -----------
Property and equipment, at cost 10,130,500 9,799,900
Less accumulated depreciation (5,915,400) (5,463,200)
----------- -----------
Net property and equipment 4,215,100 4,336,700
Other assets 123,900 130,400
Goodwill, net of accumulated amortization 1,867,500 1,966,800
----------- -----------
$22,924,200 $22,936,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 760,000 $ 984,500
Accrued compensation and related items 628,700 571,800
Accrued income taxes -- --
Other accrued liabilities 24,200 60,300
----------- -----------
Total current liabilities 1,412,900 1,616,600
----------- -----------
Deferred rent 300,300 282,600
Deferred income taxes 27,000 27,000
----------- -----------
Shareholders' equity:
Preferred stock, 2,250,000 shares
authorized; no shares outstanding
Common stock, no par value, 7,500,000 -- --
shares authorized, 3,382,895 shares issued
and outstanding (3,363,444 shares at
June 30, 1996) 9,928,900 9,828,000
Note receivable - officer stock purchase (30,000) (50,000)
Retained earnings 11,285,100 11,231,800
----------- -----------
Total shareholders' equity 21,184,000 21,009,800
----------- -----------
$22,924,200 $22,936,000
=========== ===========
</TABLE>
See accompanying notes
3
<PAGE> 4
GISH BIOMEDICAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31, December 31,
--------------------------- -----------------------------
1996 1995 1996 1995
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $5,340,900 $5,780,600 $10,653,500 $11,051,800
Cost of sales 3,658,400 3,765,300 7,171,500 7,198,600
---------- ---------- ----------- -----------
Gross profit 1,682,500 2,015,300 3,482,000 3,853,200
---------- ---------- ----------- -----------
Operating expenses
Selling and marketing 914,600 980,100 1,827,800 1,675,800
Research and development 359,300 440,700 706,500 697,200
General and administrative 479,900 483,700 971,800 864,000
Distributor contract
termination fee -- -- -- 702,000
---------- ---------- ----------- -----------
Total operating expenses 1,753,800 1,904,500 3,506,100 3,939,000
---------- ---------- ----------- -----------
Operating income (loss) (71,300) 110,800 (24,100) (85,800)
---------- ---------- ----------- -----------
Other income, net 57,800 49,400 111,400 108,200
---------- ---------- ----------- -----------
Income (loss) before provision
for taxes (13,500) 160,200 87,300 22,400
Provision (benefit) for taxes (5,300) 62,400 34,000 8,700
---------- ---------- ----------- -----------
Net income (loss) $ (8,200) $ 97,800 $ 53,300 $ 13,700
========== ========== =========== ===========
Net income (loss) per share:
Primary $ -- $ 0.03 $ .02 $ --
========== ========== =========== ===========
Fully diluted $ -- $ 0.03 $ .02 $ --
========== ========== =========== ===========
Average common and
common equivalent shares:
Primary 3,382,895 3,363,938 3,581,070 3,368,169
========== ========== =========== ===========
Fully diluted 3,382,895 3,370,812 3,546,830 3,377,377
========== ========== =========== ===========
</TABLE>
See accompanying notes
4
<PAGE> 5
GISH BIOMEDICAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 53,300 $ 13,700
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 566,500 388,200
Deferred rent 17,700 27,700
Changes in operating assets and liabilities (272,200) (2,297,900)
----------- -----------
Net cash provided by (used in) operating activities 365,300 (1,868,300)
----------- -----------
Cash flows for investing activities:
Sale of short-term investments -- 1,957,900
Note receivable -- (600,000)
Purchases of property and equipment (330,600) (443,000)
Increase (decrease) in other assets (8,500) 42,400
----------- -----------
Net cash provided by (used in) investing activities (339,100) 957,300
----------- -----------
Cash flows from financing activities:
Proceeds from stock options exercised 100,900 27,900
Payment on note receivable from officer 20,000 10,000
----------- -----------
Net cash provided by financing activities 120,900 37,900
----------- -----------
Net increase (decrease) in cash and cash equivalents 147,100 (873,100)
----------- -----------
Cash and cash equivalents at beginning of period 3,314,200 2,165,800
----------- -----------
Cash and cash equivalents at end of period $ 3,461,300 $ 1,292,700
=========== ===========
</TABLE>
See accompanying notes
5
<PAGE> 6
GISH BIOMEDICAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996
(UNAUDITED)
1. General
The condensed financial statements included herein have been prepared by
the Registrant, without audit, and include all adjustments which are, in
the opinion of management, necessary for a fair presentation of the
results of operations for the three and six month periods ended December
31, 1996 and 1995, financial position at December 31, 1996, and cash
flows for the six month periods ended December 31, 1996 and 1995,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations, although the Registrant believes that the
disclosures in such financial statements are adequate to make the
information presented not misleading. These condensed financial
statements should be read in conjunction with the Registrant's
consolidated financial statements and the notes thereto included in the
Registrant'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>
Six months ended December 31, 1996 1995
----------------------------- ---------- -----------
<S> <C> <C>
(Increase) decrease in:
Accounts receivable $ 210,100 $ (502,100)
Inventories 79,000 (878,700)
Prepaid expenses (357,600) (651,800)
Increase (decrease) in:
Accounts payable (224,500) 104,300
Accrued compensation and related items 56,900 (64,900)
Accrued income taxes -- (570,900)
Other accrued liabilities (36,100) 266,200
--------- -----------
Changes in operating assets and liabilities $(272,200) $(2,297,900)
========= ===========
</TABLE>
The Company paid $184,700 and $937,500 in Federal and State income taxes
during the six month periods ended December 31, 1996 and 1995,
respectively.
6
<PAGE> 7
GISH BIOMEDICAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 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>
December 31, 1996 June 30,1996
----------------- ------------
<S> <C> <C>
Raw materials $3,377,100 $4,166,000
Work in progress 1,381,200 1,123,200
Finished goods 2,246,400 1,794,500
---------- ----------
$7,004,700 $7,083,700
========== ==========
</TABLE>
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 and warrants, and where dilutive, 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 reflects additional dilution from the assured
exercise of the dilutive 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 and
assumed management of the assets and the risks and rewards from operation
of the assets to be acquired. Accordingly, the Company has included
revenue and costs related to the product lines acquired for the period
September 13, 1995 through December 31, 1996 in the Company's financial
statements. Additionally, the Company upon closing of the transaction
April 17, 1996, entered into a one-year lease for the building which CMD
currently occupies. During the quarter ended December 31, 1996 the
Company ceased to utilize the building for manufacturing and anticipates
it will be released from the lease sometime in February 1997.
The Company had also executed one year employment agreements with four
key employees which included 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 December 31, 1996, 10,875 such
shares were issued. During the quarter ended December 31, 1996 two of
those key employees were terminated for cause. Additionally, a third
employee under contract resigned effective February 15, 1997. The
Company has no reason to believe that the loss of these employees will
negatively affect the performance of the assets acquired.
7
<PAGE> 8
GISH BIOMEDICAL, INC
DECEMBER 31, 1996
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations: 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 and assumed management of the assets and the risks and rewards from
operation of the assets to be acquired. Accordingly, the Company has included
revenue and costs related to the product lines acquired for the period
September 13, 1995 through December 31, 1996 in the Company's financial
statements. Additionally, the Company upon closing of the transaction April
17, 1996, entered into a one-year lease for the building which CMD currently
occupies. During the quarter ended December 31, 1996 the Company ceased to
utilize the building for manufacturing and anticipates it will be released from
the lease sometime in February 1997.
The Company had also executed one year employment agreements with four key
employees which included 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 December 31, 1996, 10,875 such shares were issued.
During the quarter ended December 31, 1996 two of those key employees were
terminated. The Company has no reason to believe that the loss of these
employees will negatively affect the performance of the assets acquired.
Additionally, a third employee under contract resigned effective February 15,
1997.
The Company expects to realize approximately $100,000 in pretax savings per
quarter as a result of these operational changes with respect to the assets
acquired from CMD.
Sales for the three and six month periods ended December 31, 1996 decreased by
$440,000 or 8% and $398,000 or 4% respectively over the corresponding periods
of fiscal 1996. The decreases in sales for the three and six month periods
ended December 31, 1996 were due primarily to decreases in sales of the
ambulatory infusion pump acquired from CMD.
Cost of sales for the three month period ended December 31, 1996 was 68% of
sales as compared to 65% of sales for the corresponding period of fiscal 1996.
Cost of sales for the six month period ended December 31, 1996 was 67% of sales
as compared to 65% of sales for the corresponding period of fiscal 1996. The
increase in cost of sales for the three and six month periods ended December
31, 1996 is primarily attributable to reduced absorption of manufacturing costs
at CMD aggregating $60,000 and $160,000, respectively, resulting from decreased
sales of the ambulatory infusion pump manufactured at that location and to
increasing price competition in the cardiovascular surgery market.
Selling and marketing expenses for the three month period ended December 31,
1996 remained constant at 17% of total sales as compared with the corresponding
period of fiscal 1996. Selling and marketing expenses for the six month period
ended December 31, 1996 increased $152,000 or 9% over the corresponding period
of fiscal 1996 due to the operation of CMD. 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 three month period ended December 31,
1996 decreased $81,000 or 18% compared to the corresponding period in fiscal
1996 and increased $9,000 or 1% for the six month period ended December 31,
1996 over the corresponding periods of fiscal 1996. The Company is actively
engaged in several new product development projects, including an oxygenator,
all of which will continue to require expenditures approximating $350,000 per
quarter for the foreseeable future.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
General and administrative expenses increased to 9% of sales as compared to 8%
of sales for the corresponding periods of fiscal 1996. The increases are due
to lower sales volumes and the amortization of excess purchase price associated
with the purchase of the assets of CMD of approximately $50,000 per quarter.
The Company anticipates that general and administrative expenses should
approximate $450,000 per quarter for the remainder of the 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.
Quarterly earnings per share is not directly additive for the periods presented
due to fluctuations in weighted average shares outstanding. These fluctuations
are attributable to the exercise of stock options and the treasury stock method
for determining the number of outstanding options to be included as common
stock equivalents. These fluctuations are more significant when there are
substantial variations in the market price of the Company's common stock.
The effects of inflation have not been a significant factor in the results of
operations. The cardiovascular surgery market has been experiencing pricing
pressures which have precluded the Company from considering price increases.
Liquidity and capital resources: At December 31, 1996, the Company had
$15,305,000 of working capital, an increase of $419,000 from working capital at
June 30, 1996. The increase is primarily due to cash provided by operating
activities.
For the period ended December 31, 1996 cash provided by operations of $365,300
was primarily due to operating income offset by increased prepaids and payment
of trade payables. For the period ended December 31, 1995, cash used in
operations of $1,868,300 was primarily due to increases in inventories, accounts
receivable and payment of accrued taxes. Increases in inventories were
primarily due to a commitment to stocking higher levels of finished goods
related to our direct sales efforts and acquisition of component inventory for
new products such as MyoManager (TM), the oxygenator, and the ambulatory
infusion pumps. Increases in accounts receivable were due to increases in sales
and the timing of those sales during the quarter.
For the period ended December 31, 1996 cash used by investing activities of
$339,100 was primarily due to the purchase of property and equipment for use in
the manufacture of the Company's soon to be released oxygenator. For the
period ended December 31, 1995 cash provided by investing activities 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.
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 periods ended December 31, 1996 and 1995 cash provided by financing
activities of $120,900 and $37,900 was primarily due to proceeds from the
exercise of stock options.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
For the periods ended December 31, 1996 and 1995 cash provided by financing
activities of $120,900 and $37,900 was primarily due to proceeds from the
exercise of stock options.
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 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
ITEM 4. Submission of Matters to a Vote of Security-Holders.
The Company held its annual meeting of Shareholders ("Annual Meeting") on
November 13, 1996. At the Annual Meeting the Shareholders voted upon the
following two proposals: (1) the election of all directors for the ensuing year
(proposal one); (2) the ratification of the selection of Ernst & Young, LLP as
the Company's auditors for 1997 (proposal two). The number of votes cast for or
withheld for each of the Directors were: Jack W. Brown 3,057,836 and 29,222;
Richard A. Braun 3,056,836 and 30,222; Ray R. Coulter 3,059,336 and 27,722;
Richard W. Dutrisac 3,053,536 and 33,522; James B. Glavin 3,055,636 and 31,422;
James S. Hagestad 3,059,836 and 27,222, respectively. The number of votes cast
for, against or withheld, as well as the number of abstentions and broker non-
votes for proposals two were: 3,064,250, 14,850, and 7,958 respectively.
ITEM 6. Exhibits and reports on Form 8K.
None.
10
<PAGE> 11
GISH BIOMEDICAL, INC.
DECEMBER 31, 1996
SIGNATURES
Pursuant to the Requirements of Section 13 or 15(d) 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, at Irvine, California
this 14th day of February 1997.
GISH BIOMEDICAL, INC.
Date: February 14, 1997 By: /s/ JACK W. BROWN
--------------------------------
JACK W. BROWN
Chairman and President
Date: February 14, 1997 By: /s/ JEANNE MILLER
--------------------------------
JEANNE MILLER
V.P. and Chief Financial Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 3,461,300
<SECURITIES> 1,031,600
<RECEIVABLES> 3,867,900
<ALLOWANCES> 0
<INVENTORY> 7,004,700
<CURRENT-ASSETS> 16,717,700
<PP&E> 10,130,500
<DEPRECIATION> 5,915,400
<TOTAL-ASSETS> 22,924,200
<CURRENT-LIABILITIES> 1,412,900
<BONDS> 0
0
0
<COMMON> 9,928,900
<OTHER-SE> (30,000)
<TOTAL-LIABILITY-AND-EQUITY> 22,924,200
<SALES> 10,653,500
<TOTAL-REVENUES> 10,653,500
<CGS> 7,171,500
<TOTAL-COSTS> 7,171,500
<OTHER-EXPENSES> 3,506,100
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 87,300
<INCOME-TAX> 34,000
<INCOME-CONTINUING> 53,300
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 53,300
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
