FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
/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: 000-16893
DANNINGER MEDICAL TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 31-0992628
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No)
4140 Fisher Road
Columbus, Ohio
43228-1607
(Address of principal executive offices)
(614) 276-8267
(Registrant's telephone number)
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
----------- -----------
4,707,490
Shares of Common Stock Outstanding
As Of
September 30, 1995<PAGE>
DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(000 Omitted)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
(Unaudited) (Audited)
------------ ------------
ASSETS
<S> <C> <C>
Current assets:
Cash............................................. $ 37 $ 3
Accounts receivable trade (net of allowance
for doubtful accounts of $126,000 and
$131,000 for 1995 and 1994, respectively)....... 3,105 2,647
Net investment in sales-type leases, current..... 0 30
Note receivable.................................. 0 28
Inventories...................................... 4,205 3,316
Prepaid expenses................................. 423 498
Deferred income taxes............................ 127 127
----------- -----------
Total current assets........................... 7,897 6,649
----------- -----------
Property and equipment, net........................ 722 487
---------- -----------
Other assets:
Notes receivable................................. 0 85
Other assets..................................... 101 171
Deferred income taxes............................ 91 41
---------- -----------
Total assets................................... $ 8,811 $ 7,433
----------- -----------
----------- -----------
</TABLE>
The accompanying notes are an integral part
of the financial statements
1<PAGE>
DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(000 Omitted)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
(Unaudited) (Audited)
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Current portion, term debt....................... $ 3,074 $ 2,140
Current portion, capital lease obligations....... 30 37
Accounts payable, trade.......................... 1,280 1,532
Accrued expenses................................. 311 326
---------- -----------
Total current liabilities...................... 4,695 4,035
---------- -----------
Other liabilities:
Non-current portion, term debt................... 897 0
Obligations under capital leases, net of
current maturities.............................. 31 8
---------- -----------
Shareholders' equity:
Common stock, $.01 par value:
Authorized, 10,000,000 shares; issued and
outstanding 4,707,490 and 4,551,390 shares
for 1995 and 1994, respectively................. 47 45
Paid-in capital.................................. 3,283 2,878
Retained earnings................................ (142) 467
---------- -----------
Total shareholders' equity..................... 3,188 3,390
---------- -----------
Total liabilities and shareholders'
equity..................................... $ 8,811 $ 7,433
---------- -----------
---------- -----------
</TABLE>
The accompanying notes are an integral part
of the financial statements
2<PAGE>
DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three month and nine month periods ending September 30, 1995 and 1994
(000 Omitted)
(Unaudited)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- -------------------
1995 1994 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue:
Net sales......................... $ 2,758 $ 2,457 $ 8,451 $ 6,948
Lease and rental revenue.......... 236 9 492 10
--------- --------- --------- ---------
2,994 2,466 8,943 6,958
Cost of goods sold................ 1,988 1,161 4,626 3,396
--------- --------- --------- ---------
Gross margin.................... 1,006 1,305 4,317 3,562
--------- --------- --------- ---------
Operating expenses:
Sales and marketing............... 915 518 2,327 1,407
General and administrative........ 503 387 1,474 1,102
Research and development.......... 332 332 904 1,084
--------- --------- --------- ---------
1,750 1,237 4,705 3,593
--------- --------- --------- ---------
Operating (loss) income.......... (744) 68 (388) ( 31)
--------- --------- --------- ---------
Other (expense) income:
Interest expense.................. ( 76) ( 40) (199) (107)
Other (expense)income,net......... ( 4) 53 ( 4) 57
--------- --------- --------- ---------
( 80) 13 (203) ( 50)
--------- --------- --------- ---------
(Loss) income before
income taxes................... (824) 81 (591) ( 81)
Income tax (benefit) expense....... ( 58) 8 18 6
--------- --------- --------- ---------
Net (loss) income................ $ (766) $ 73 $ (609) $ ( 87)
--------- --------- --------- ---------
--------- --------- --------- ---------
Earnings per share:
Net (loss) income per share....... $ (.16) $ .02 $ (.13) $ (.02)
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted average shares
outstanding including
common stock equivalents.......... 4,687,739 4,619,644 4,621,986 4,445,546
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
The accompanying notes are an integral part
of the financial statements
3<PAGE>
DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine month periods ending September 30, 1995 and 1994
(000 Omitted)
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
------- -------
<S> <C> <C>
Net cash (used in)/provided by operating activities.. $(1,918) $ (270)
------- -------
Cash flows used in investing activities:
Proceeds from sale of property and equipment..... 0 206
Payments received on notes receivable............ 113 0
Purchases of property and equipment.............. (416) (302)
------- -------
Net cash used in investing activities.............. (303) ( 96)
------- -------
Cash flows from financing activities:
Proceeds from term debt............................ 1,831 245
Repayment of term debt and capitalized
lease obligations................................ 17 ( 42)
Proceeds from issuance of common stock
and exercise of stock options.................... 407 126
------- -------
Net cash provided by financing activities...... 2,255 329
------- -------
Net increase/(decrease) in cash................ 34 ( 37)
Cash balance at the beginning of the period.......... 3 46
------- -------
Cash balance at the end of the period................ $ 37 $ 9
------- -------
------- -------
Supplemental disclosures of cash flow information:
Cash paid during the period for interest........... $ 199 $ 107
------- -------
------- -------
</TABLE>
The accompanying notes are an integral part
of the financial statements
4<PAGE>
DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(000 Omitted)
(Unaudited)
1. Management's Statement
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 Danninger Medical
Technology, Inc. and Subsidiaries at September 30, 1995, and the results of
operations and cash flows for the three month and nine month periods ending
September 30, 1995 and 1994. The notes to the Consolidated Financial
Statements which are contained in the 1994 Annual Report to Shareholders should
be read in conjunction with these Consolidated Financial Statements.
2. Inventories
Inventories are valued at the lower of first-in, first-out cost or market
and consisted of the following:
<TABLE>
<CAPTION>
September December
1995 1994
--------- --------
<S> <C> <C>
Raw Materials................... $ 986 $ 1,086
Work-in-process................. 27 99
Finished goods.................. 2,510 1,790
Consigned inventory............. 682 341
-------- --------
$ 4,205 $ 3,316
-------- --------
-------- --------
</TABLE>
3. Income Taxes
The Company provides for federal, state, and local income taxes in interim
periods using an estimated effective tax rate for the year. The Company
continues to maintain valuation allowances of $412,000 established at December
31, 1994 against net deferred tax assets.
4. Contingency
The Company is involved in litigation that has arisen in the ordinary
course of its business. These actions, when finally concluded, will not, in the
opinion of the Company, have a material adverse effect upon the financial
position or results of operations of the Company, however, there can be no
assurance that the future quarterly or annual operating results will not be
materially affected by final resolution of these matters.
5<PAGE>
DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table shows Danninger Medical Technology's operating results
as a percent of revenues for the periods indicated for certain items reflected
in the statement of operations.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Percent Percent
of Sales of Sales
for for
three months nine months
ending ending
September 30, September 30,
- --------------------------------------------------------------------------------
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
Sales revenue.................... 92.1% 99.6% 94.5% 99.9%
Lease/rental revenue............. 7.9% .4% 5.5% .1%
------ ------ ------ ------
100.0% 100.0% 100.0% 100.0%
Cost of goods sold............... 66.4% 47.1% 51.7% 48.8%
Gross margin..................... 33.6% 52.9% 48.3% 51.2%
Operating expenses:
Sales and marketing............ 30.6% 21.0% 26.0% 20.2%
General and administrative..... 16.8% 15.7% 16.5% 15.8%
Research and development....... 11.1% 13.5% 10.1% 15.6%
Interest....................... 2.5% 1.6% 2.2% 1.5%
Other income..................... .1% 2.1% .1% .8%
(Loss) income before taxes....... (27.5)% 3.3% (6.6)% (1.2)%
Net (loss) income................ (25.6)% 3.0% (6.8)% (1.3)%
- --------------------------------------------------------------------------------
</TABLE>
6<PAGE>
DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION AS OF SEPTEMBER 30, 1995
- --------------------------------------------
Working capital increased to $3,202,000 at September 30, 1995 from $2,614,000
at December 31, 1994. The current ratio (ratio of current assets to current
liabilities) increased to 1.68 to 1 at September 30, 1995 from 1.65 to 1 at
December 31, 1994.
Accounts receivable increased by $458,000 primarily due to increased sales
of the Synergy(TM) Spinal Implant System developed by the Company's subsidiary
Cross Medical Products and inventories increased by $889,000 in order to support
the Synergy(TM) System. Marketing clearance was received for the Synergy(TM)
System in July 1995. A decrease in trade payables of $252,000 and an increase
of $650,000 in borrowings under the Company's revolving credit facility
contributed to an overall increase in current liabilities.
Property, plant, and equipment increased due to an increase in the amount of
equipment held for rental.
Shareholder's equity decreased principally due to the Company's third
quarter loss.
The Company believes that the working capital, bank commitments, and funds
anticipated to be generated by operations will be sufficient to fund the
Company's growth plans through 1996. The Company continues to review capital
needs in future years and identify possible sources of capital to meet those
needs.
7<PAGE>
DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AS COMPARED
- -----------------------------------------------------------------------------
TO THE THREE MONTHS ENDED SEPTEMBER 30, 1994
- --------------------------------------------
Net sales increased 21% for the three months ended September 30, 1995 to
$2,994,000 from $2,466,000 for the three months ended September 30, 1994. The
increase is primarily attributable to increased sales of the Company's
Synergy(TM) Spinal Implant System. The Company received Food and Drug
Administration (FDA) 510(K) marketing clearance for the posterior portion of the
Synergy(TM) System in July, 1995 and began marketing the system in late August.
In addition, the Company benefitted from continued demand for its continuous
passive motion (CPM) devices.
As a percentage of sales, cost of goods sold increased to 66.4% from 47.1%
for the three months ended September 30, 1995 and 1994, respectively. The
increase is primarily due to the establishment of an inventory reserve for
anticipated reductions in sales of the Companys' other spinal systems due to the
introduction of the Synergy(TM) System. The inventory reserve was $312,000 or
approximately 10% of sales. Cost of goods sold was also impacted by an increase
in sales of products with lower gross margin. The Company continues to evaluate
the products it offers to the market and strives to reduce material and
production costs in order to improve the gross margins on all products.
Sales and marketing expense increased to 30.6% from 21.0%, as a percentage of
sales, for the three months ended September 30, 1995 and 1994, respectively.
The increase is a result of the expenses associated with market introduction of
the Synergy(TM) System, including, but not limited to, the continued expansion
of the Companys' distribution network and the education of distributors and
surgeons in the use of the Synergy(TM) System. General and administrative
expenses increased as a percentage of sales to 16.8% from 15.7%. This increase
is a result of an increase in products liability insurance costs due to higher
rates associated with domestic sales of the Synergy(TM) System. Research and
development expense decreased as a percentage of sales to 11.1% from 13.5%,
however it remained constant in actual dollars spent. The Company continues to
commit resources to the development of new products as well as improved products
and anticipates additional product submissions to the FDA for marketing
clearance in subsequent quarters. In October, 1995, the Company received FDA
marketing clearance for the anterior portion of its titanium Synergy(TM) Spinal
Implant System.
These factors contributed to an operating loss of $744,000 for the three
months ended September 30, 1995 compared to operating income of $68,000 for the
three months ended September 30, 1994. Interest expense increased as a result
of increased borrowings to provide additional working capital.
The net loss for the three months ended September 30, 1995 was ($766,000) or
($.16) per share compared to net income of $73,000 or $.02 per share for the
same period last year.
8<PAGE>
DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AS COMPARED
- ------------------------------------------------------------------------------
TO THE NINE MONTHS ENDED SEPTEMBER 30, 1994
- -------------------------------------------
For the nine months ended September 30, 1995 net sales increased 29% to
$8,943,000 from $6,958,000 for the nine months ended September 30, 1994. Cost
of goods sold increased to 51.7% from 48.8% for the nine months ended September
30, 1995 and 1994, respectively. Before establishment of the inventory reserve,
cost of goods sold decreased to 48.2% from 48.8%. As a percentage of net sales,
sales and marketing expense increased to 26.0% from 20.2%, general and
administrative expenses increased to 16.5% from 15.8% and research and
development expense decreased to 101% from 15.6% for the nine months ended
September 1995 and 1994. Interest expense increased to 2.2% from 1.5% for the
same periods.
For the nine months ended September 30, 1995, the Company incurred a net
loss of ($609,000) compared to a net loss of ($87,000) for the nine months ended
September 30, 1994. Earnings per share were ($.13) compared to $(.02) for the
same periods.
9<PAGE>
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is involved in litigation that has arisen in the ordinary
course of its business. These actions, when finally concluded, will not, in the
opinion of the Company, have a material adverse effect upon the financial
position or results of operations of the Company, however, there can be no
assurance that the future quarterly or annual operating results will not be
materially affected by final resolution of these matters.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits listed in the accompanying index to exhibits are filed
as a part of this Report.
(b) Reports on Form 8-K
None
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
<TABLE>
<S> <C>
DANNINGER MEDICAL TECHNOLOGY, INC.
(Registrant)
Dated: November 14, 1995 S/ Joseph A. Mussey
-------------------
Joseph A. Mussey
Chief Executive Officer, President,
and Treasurer,
Dated: November 14, 1995 S/ Paul A. Miller
-------------------
Paul A. Miller
Chief Financial Officer
(Principal Financial Officer)
</TABLE>
10<PAGE>
DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARY
FORM 10-Q
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Method of Filing
> <S> <C>
4 Reference is made to Articles Fourth,
Eighth, Ninth and Tenth of the Company
and Articles II, III, IV, VI, VII and
VIII of the Company's Bylaws, filed as
Exhibits 3(a) and 3(b) to the Form 10
filed May 3, 1988 and incorporated by
reference herein.
Instruments defining the rights of
holders of long-term debt will be
furnished to The Securities and Exchange
Commission upon request.
11 Statement re: Computation of Per Share Filed herewith
Earnings electronically
27 Financial Data Schedules Filed herewith
electronically<PAGE>
</TABLE>
DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARY
EXHIBIT 11
COMPUTATION OF NET INCOME PER SHARE
For the three month and nine month periods ending September 30, 1995 and 1994
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ---------------------
1995 1994 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Weighted average number of
common shares outstanding.... 4,687,739 4,464,379 4,621,986 4,445,546
Shares issuable pursuant to
stock option plans and stock
warrants, less shares assumed
repurchased at the average
market prices................ 0 155,265 0 0
--------- --------- --------- ---------
Weighted average shares
outstanding, including common
stock equivalents............ 4,687,739 4,619,644 4,621,986 4,445,546
--------- --------- --------- ---------
--------- --------- --------- ---------
Net income.................... $(766,000) $ 72,757 $(609,000) $( 87,476)
--------- --------- --------- ---------
--------- --------- --------- ---------
Net income per share:......... $ (.16) $ .02 $ (.13) $ (.02)
--------- --------- --------- ---------
--------- --------- --------- ---------
- --------------------------------------------------------------------------------
</TABLE>
Note: The application of the higher of quarter-end or year end market prices
in calculating fully-diluted earnings per share does not result in a
change to the calculation of primary earnings per share.<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS FOUND
ON PAGES 1, 2, AND 3 OF THE COMPANY'S FORM 10-Q FOR THE YEAR-TO-DATE, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 37
<SECURITIES> 0
<RECEIVABLES> 3,231
<ALLOWANCES> 126
<INVENTORY> 4,205
<CURRENT-ASSETS> 7,897
<PP&E> 2,087
<DEPRECIATION> 1,365
<TOTAL-ASSETS> 8,811
<CURRENT-LIABILITIES> 4,695
<BONDS> 1,242
<COMMON> 47
0
0
<OTHER-SE> 3,188
<TOTAL-LIABILITY-AND-EQUITY> 8,811
<SALES> 8,943
<TOTAL-REVENUES> 8,943
<CGS> 4,626
<TOTAL-COSTS> 4,626
<OTHER-EXPENSES> 4,705
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 199
<INCOME-PRETAX> (591)
<INCOME-TAX> 18
<INCOME-CONTINUING> (609)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (609)
<EPS-PRIMARY> (.13)
<EPS-DILUTED> (.13)
</TABLE>
