-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TyNOGHLbBsVnopMJaRZgolFoilsLLQTsXvvbsV5wRzNla4ORPzGQHaCPtwY5bkYO oYk0HnDV3IF4/92RWsS2aA== 0000914233-96-000169.txt : 19961209 0000914233-96-000169.hdr.sgml : 19961209 ACCESSION NUMBER: 0000914233-96-000169 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961206 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OEC MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000317814 STANDARD INDUSTRIAL CLASSIFICATION: X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS [3844] IRS NUMBER: 942538512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09983 FILM NUMBER: 96677189 BUSINESS ADDRESS: STREET 1: 384 WRIGHT BROTHERS DRIVE CITY: SALT LAKE CITY STATE: UT ZIP: 84116 BUSINESS PHONE: 8013289300 FORMER COMPANY: FORMER CONFORMED NAME: DIASONICS INC DATE OF NAME CHANGE: 19920703 10-Q/A 1 FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 Commission file number 1-9983 OEC MEDICAL SYSTEMS, INC. (Registrant) Incorporated in the State of Delaware I.R.S. Employer Identification Number 94-2538512 384 Wright Brothers Drive, Salt Lake City, Utah 84116 (Address of Principal Executive Offices) Telephone: (801) 328-9300 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 requirements for the past 90 days. Yes X No ---- As of October 31, 1996, there were 13,119,049 shares of Common Stock ($.01 par value) outstanding. Part I. Financial Information Item 1. Financial Statements OEC MEDICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE & NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (In thousands, except per share amounts) (unaudited) Quarter Ended Nine Months September 30, Ended September 30, 1996 1995 1996 1995 Net sales Product $29,948 $21,571 $78,611 $63,048 Service 4,079 3,899 12,193 11,353 ------- ------- ------- ------- Total net sales 34,027 25,470 90,804 74,401 ------- ------- ------- ------- Cost of sales Product 17,477 12,685 46,170 37,464 Service 2,927 2,359 8,228 6,595 ------- ------- ------- ------- Total cost of sales 20,404 15,044 54,398 44,059 ------- ------- ------- ------- Gross margin 13,623 10,426 36,406 30,342 ------- ------- ------- ------- Operating Expenses Research and development 2,229 1,942 6,447 5,821 Marketing and sales 5,577 4,391 15,357 13,128 Administrative, general and other 2,116 1,315 5,210 4,344 ------- ------- ------- -------- Total operating expenses 9,922 7,648 27,014 23,293 ------- ------- ------- -------- Operating income 3,701 2,778 9,392 7,049 Interest income 179 198 566 500 Interest expense (5) (5) (8) (9) ------- ------- ------- ------- Income before income taxes 3,875 2,971 9,950 7,540 Income tax benefit -- 170 -- 855 ------- ------- ------- ------- Net income $3,875 $3,141 $9,950 $8,395 ======= ======= ======= ======= Net income per common and common equivalent share: $ 0.30 $ 0.25 $ 0.78 $ 0.67 ======= ======= ======= ======= Common and common equivalent shares 12,777 12,584 12,815 12,558 OEC MEDICAL SYSTEMS, INC. CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 1996 AND DECEMBER 31, 1995 (In thousands) ASSETS 1996 1995 (Unaudited) Current Assets: Cash and temporary cash investments $13,889 $16,584 Accounts and notes receivable, net of allowances of $854 and $577, respectively 32,134 24,982 Inventories 23,870 18,031 Prepaid expenses and other current assets 1,433 885 Deferred income taxes 7,967 5,810 ------- ------- Total current assets 79,293 66,292 Long-term receivables 1,607 1,002 Property and equipment, net 11,385 9,868 Cost in excess of net assets acquired, net of accumulated amortization of $8,023 and $7,542, respectively 10,373 10,854 Deferred income taxes 3,125 2,898 Other assets, net 718 548 ------- ------- $106,501 $91,462 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $7,454 $ 4,673 Accrued salaries and benefits 3,666 2,920 Accrued warranty and installation costs 1,747 1,259 Deferred income and customer deposits 6,045 5,511 Income taxes payable 58 412 Accrued legal fees and litigation settlements 3,929 3,793 Accrued distributor commissions 2,760 1,892 Other accrued liabilities 2,945 1,932 ------ ------ Total current liabilities 28,604 22,392 ------ ------ Stockholders' equity: Preferred stock, $.01 par value Authorized--2,000 shares, including 1,100 shares of convertible preferred stock, none outstanding Common stock, $.01 par value Authorized--30,000 shares Outstanding--12,919 and 12,789 shares, respectively 129 128 Capital in excess of par value 77,168 76,344 Stock subscription receivable (210) (210) Retained earnings/(Accumulated deficit) 6,824 (3,126) Treasury stock, 729 and 560 shares at cost, respectively (5,842) (4,056) Foreign currency translation adjustment (172) (10) -------- ------- Total stockholders' equity 77,897 69,070 -------- ------- $106,501 $91,462 ======== ======= OEC MEDICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (In thousands) (unaudited) 1996 1995 OPERATING ACTIVITIES: Net income $ 9,950 $ 8,395 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,191 2,444 Bad debt expense 115 -- Deferred income tax benefit (2,384) (1,306) Changes in current assets and liabilities: Accounts and notes receivable (7,267) 3,146 Inventories (5,839) (893) Prepaid expenses and other current assets (548) (359) Other assets (170) (296) Accounts payable 2,781 (1,440) Accrued salaries and benefits 746 210 Accrued warranty and installation costs 488 167 Deferred income and customer deposits 534 66 Income taxes payable (354) 51 Accrued legal fees and litigation settlements 136 (204) Accrued distributor commissions 868 (566) Other accrued liabilities 1,013 253 ------ ------ Net cash provided by operating activities 2,260 9,668 ------ ------ INVESTING ACTIVITIES: Increases in long-term receivables (605) (520) Additions to property and equipment, net (3,227) (688) Other (162) 29 ------ ------ Net cash used by investing activities (3,994) (1,179) ------ ------ FINANCING ACTIVITIES: Sales of common stock, net 825 1,685 Purchases of treasury stock (1,786) (2,891) ------ ------ Net cash used by financing activities (961) (1,206) ------ ------ Net increase (decrease) in cash and temporary cash investments (2,695) 7,283 Cash and temporary cash investments at beginning of period 16,584 7,608 ------- ------- Cash and temporary cash investments at end of period $13,889 $14,891 ------- ------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for interest $8 $9 Cash paid during the period for income taxes $2,738 $554 SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: During the nine months ended September 30, 1995, the Company increased its net deferred income tax asset by $1,414, as a result of reducing the valuation allowance on the deferred tax assets. Of the total $1,414 of valuation allowance reallocation, $108 was credited directly to stockholders' equity and $1,306 was recorded as a deferred tax benefit. OEC MEDICAL SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1996 AND 1995 (unaudited) 1. Interim information is unaudited but, in the opinion of Company management, all adjustments necessary for a fair presentation of interim results have been included. The results for the nine months ended September 30, 1996 and 1995, are not necessarily indicative of the results to be expected for the entire year. These financial statements and notes should be read in conjunction with the Company's financial statements for the year ended December 31, 1995, filed on Form 10-K on April 1, 1996. 2. Inventories are stated at the lower of cost, utilizing the first-in/first- out method, or market. Inventories consist of the following: September 30, December 31, 1996 1995 (In thousands) Purchased parts and completed subassemblies $9,256 $ 8,190 Work-in-process 3,718 3,216 Finished goods 11,034 5,147 Service and repair parts 3,896 4,171 ------- -------- Total 27,904 20,724 Less: reserves (4,034) (2,693) ------- -------- Net $ 23,870 $ 18,031 ======= ======== 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. OEC MEDICAL SYSTEMS, INC. (Registrant) By: /s/ Randy W. Zundel Randy W. Zundel Chief Financial Officer (Principal Accounting Officer) Date: December 6, 1996 -----END PRIVACY-ENHANCED MESSAGE-----