1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended Commission File Number June 30, 1995 0-10581 ------------- ------- TRIMEDYNE, INC. (Exact name of Registrant as specified in its charter) NEVADA 36-3094439 (State or other jurisdiction (IRS Employer Identification Number) of incorporation or organization) 2801 BARRANCA ROAD, IRVINE, CA 92714 (Address of principal executive offices) (Zip Code) (714/559-5300) (Registrant's telephone number, including area code) NOT APPLICABLE (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), (2) has been subject to such filing requirements for the past 90 days. Yes x No ----- ----- Indicate the number of shares outstanding of each of the issuer's class of common stock, as of the last practicable date. Class Outstanding at July 29, 1995 ---------------------------- ---------------------------- Common Stock, $.01 par value 9,451,701 shares (excluding 101,609 shares held as Treasury Shares) FILED ELECTRONICALLY VIA EDGAR ON 8/14/95. 2 TRIMEDYNE, INC. Page Number ----------- PART I. Financial Information ITEM 1. Financial Statements Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Operations 4 Condensed Consolidated Statements of Cash Flows 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 10 SIGNATURE PAGE 11 2 3 TRIMEDYNE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) ASSETS JUNE 30, SEPTEMBER 30, 1995 1994 ------------ ------------ Current Assets: Cash and cash equivalents..................................... $ 522,000 $ 3,183,000 Marketable securities......................................... 4,034,000 5,478,000 Trade accounts receivable, net of allowance for doubtful accounts of $304,000 and $335,000........................... 2,331,000 2,608,000 Inventories (Note 2).......................................... 6,533,000 5,730,000 Other......................................................... 1,441,000 1,134,000 ------------ ------------ Total Current Assets.................................... 14,861,000 18,133,000 ------------ ------------ Net Properties (Note 2)......................................... 1,513,000 1,628,000 Prepaid royalties............................................... 376,000 439,000 Intangible assets, net of accumulated amortization of $296,000 and $246,000........................................ 299,000 298,000 ------------ ------------ $ 17,049,000 $ 20,498,000 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable.............................................. $ 656,000 $ 1,297,000 Accrued expenses.............................................. 1,850,000 1,825,000 Deferred income............................................... 131,000 182,000 ------------ ------------ Total Current Liabilities............................... 2,637,000 3,304,000 ------------ ------------ Minority Interest............................................... 130,000 113,000 ------------ ------------ Stockholders' Equity: Common stock - .01 par value; 15,000,000 shares authorized, 9,553,310 and 9,548,310 shares issued...................... 96,000 96,000 Capital in excess of par value................................ 34,946,000 34,932,000 Accumulated deficit........................................... (19,048,000) (16,156,000) Notes receivable under stock option plans..................... (982,000) (982,000) Unrealized loss on securities available for sale.............. (17,000) (96,000) ------------ ------------ 14,995,000 17,794,000 Less shares of common stock in treasury, at cost; 101,609 and 101,609 shares........................... (713,000) (713,000) ----------- ------------ Total Stockholders' Equity.............................. 14,282,000 17,081,000 ------------ ------------ $ 17,049,000 $ 20,498,000 ============ ============ See accompanying notes to condensed consolidated financial statements 3 4 TRIMEDYNE, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED JUNE 30, JUNE 30, ------------------------- ------------------------- 1995 1994 1995 1994 ---------- ---------- ---------- ----------- Net Sales................................................ $3,521,000 $3,418,000 $9,807,000 $10,333,000 Costs and Expenses: Cost of goods sold..................................... 2,046,000 1,837,000 5,848,000 5,535,000 Selling, general and administrative.................... 1,754,000 1,691,000 5,079,000 4,774,000 Research and development............................... 654,000 648,000 2,009,000 1,868,000 ---------- ---------- ---------- ----------- Total Costs and Operating Expenses................ 4,454,000 4,176,000 12,936,000 12,177,000 ---------- ---------- ---------- ----------- Loss from Operations..................................... (933,000) (758,000) (3,129,000) (1,844,000) Other Income (expense): Interest income....................................... 71,000 49,000 255,000 250,000 Other................................................. 19,000 122,000 6,000 119,000 Minority interest in consolidated subsidiary company.. (9,000) (7,000) (24,000) (16,000) ---------- ---------- ---------- ----------- Net Loss................................................. ($852,000) ($594,000) ($2,892,000) ($1,491,000) ========== ========== ========== =========== Net Loss per Share (Note 3).............................. ($0.09) ($0.07) ($0.31) ($0.17) ========== ========== ========== =========== Weighted average number of shares outstanding............ 9,451,701 9,096,701 9,448,635 9,035,480 ========== ========== ========== =========== See accompanying notes to condensed consolidated financial statements. 4 5 TRIMEDYNE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED, JUNE 30, ----------------------------- 1995 1994 ----------- ----------- Cash flows from operating activities: Net loss...................................................... $(2,892,000) $(1,491,000) Adjustment to reconcile net loss to net cash used for operating activities: Depreciation and amortization................................. 409,000 379,000 Loss on disposal of assets.................................... 18,000 Reversal of provision for excess and obsolete inventory, net.. (4,000) Disposition of excess and obsolete inventory.................. (45,000) Minority interest in earnings of subsidiary................... 17,000 16,000 Changes in operating assets and liabilities: Decrease (increase) in trade accounts receivable, net......... 277,000 (244,000) Increase in inventories....................................... (758,000) (479,000) Increase in other current assets.............................. (307,000) (82,000) Decrease in prepaid royalties................................. 63,000 (Decrease) increase in accounts payable....................... (641,000) 169,000 Increase (decrease) in accrued expenses....................... 25,000 (95,000) (Decrease) increase in deferred income........................ (51,000) 10,000 ----------- ----------- Net cash used for operating activities........................... (3,885,000) (1,821,000) ----------- ----------- Cash flows from investing activities: Capital expenditures.......................................... (262,000) (271,000) Patent expenditures........................................... (38,000) (42,000) Prepaid royalty expenditures, net............................. (501,000) Payments received on note receivable from sale of subsidiary.. 42,000 Sale of (investment in) marketable securities................. 1,523,000 (2,898,000) ----------- ----------- Net cash provided by (used for) investing activities.......... 1,223,000 (3,670,000) ----------- ----------- Cash flows from financing activities: Proceeds from exercise of stock options....................... 1,000 859,000 ----------- ----------- Net cash provided by financing activities..................... 1,000 859,000 ----------- ----------- Net decrease in cash and cash equivalents........................ (2,661,000) (4,632,000) ----------- ----------- Cash and cash equivalents at beginning of period................. 3,183,000 7,150,000 ----------- ----------- Cash and cash equivalents at end of period....................... $ 522,000 $ 2,518,000 =========== =========== See accompanying notes to condensed consolidated financial statements 5 6 TRIMEDYNE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1995 (UNAUDITED) NOTE 1 In the opinion of the Company, the accompanying condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company's condensed consolidated financial position as of June 30, 1995 and September 30, 1994, the results of operations and of cash flows for the nine month periods ended June 30, 1995 and 1994. While the Company believes that the disclosures presented are adequate to make the information not misleading, it is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes included in the Company's latest annual report on Form 10-K. NOTE 2 June 30, 1995 September 30, 1994 ------------- ------------------ Inventories consist of the following: Raw material............................... $ 3,727,000 $ 3,796,000 Work-in-process............................ 1,511,000 1,010,000 Finished goods............................. 3,871,000 3,545,000 ----------- ----------- 9,109,000 8,351,000 Inventory reserve.......................... (2,576,000) (2,621,000) ----------- ----------- Net inventory................................. $ 6,533,000 $ 5,730,000 =========== =========== Net properties consist of the following: Furniture and equipment.................... $ 4,622,000 $ 4,457,000 Leasehold improvements..................... 278,000 256,000 Construction in progress................... 66,000 43,000 ----------- ----------- 4,966,000 4,756,000 Accumulated depreciation and amortization.. (3,453,000) (3,128,000) ----------- ----------- Net properties................................ $ 1,513,000 $ 1,628,000 =========== =========== NOTE 3 The loss per share is based on the weighted average number of common shares outstanding. Common stock equivalents including stock options and warrants have not been considered in the calculation because they would be antidilutive. 6 7 NOTE 4 The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109). SFAS 109 is an asset and liability approach which required the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts for financial statement purposes and tax bases of assets and liabilities. At June 30, 1995, the Company had net operating loss carryforwards for federal and state income tax purposes totaling approximately $15,392,000 and $11,892,000 respectively, which begin to expire in 2006. The Tax Reform Act of 1986 includes provisions which may limit the net operating loss carryforwards available for use in any given year if certain events occur, including significant changes in ownership. A net deferred tax asset has not been created for such loss carryforwards due to the uncertainty of future realization. 7 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS During the third quarter of fiscal 1995 ended June 30, 1995, Trimedyne's net revenues increased 3% from the same fiscal 1994 quarter ($3,521,000 vs. $3,418,000). For the current quarter, the Company incurred a loss from operations of $933,000 compared to a loss from operations of $758,000 for the year earlier period. The net loss for the quarter ended June 30, 1995, was $852,000 as compared to a net loss of $594,000 in the same quarter of the previous year. Revenues for the current quarter were slightly higher than revenues in the same quarter last year. While sales of Urolase(R) side-firing laser catheters to C.R. Bard, Inc. ("Bard") declined by $1,000,000 from the year ago quarter, orthopedic sales increased by $1,295,000. In the first nine months of this year, sales of orthopedic products increased $2,440,000 over the first nine months of the prior year, while sales of urology products to Bard in this period declined by $1,940,000. Sales of orthopedic products have increased in each of the last four quarters, and this growth is anticipated to continue. As a result of the change in product mix from urology to orthopedic products, which carry a lower profit margin, the Company's net loss was higher, despite the increase in sales of orthopedics versus urology, in these periods. Sales of Urolase(R) catheters have declined significantly in fiscal 1995 compared to fiscal 1994. In June 1993, the U.S. Food and Drug Administration (FDA) designated right angle laser devices as "investigational" in the treatment of BPH, despite such devices having earlier been cleared by the FDA for general urologic use. The FDA's action caused Medicare reimbursement authorities in many states to deny reimbursement for the use of such devices, resulting in a decrease of Urolase(R) device sales to hospitals by Bard in these areas. Procedure codes for laser treatment of the prostate were published in the Federal Register in December 1994, and fee schedules for laser treatment of the prostate were recently established by the U.S. Government's Health Care Financing Administration ("HCFA"). However, in the absence of specific FDA approval to treat BPH, only about one-half of Medicare's disbursing intermediaries are reimbursing hospitals and paying physicians for the use of laser devices to treat patients suffering from BPH. Bard built up a substantial inventory of Urolase(R) Fibers in fiscal 1994 and has not placed any further orders in fiscal 1995. The company does not anticipate significant revenues in urology products until the regulatory, reimbursement and marketing issues are resolved. Cost of goods sold was 58.1% of net sales in the third quarter of fiscal 1995 compared to 53.7% for the third quarter of fiscal 1994. The increase in cost of goods sold as percentage of sales was the result of the Company's product mix which shifted from urology to orthopedic products which carry lower profit margins and warranty costs associated with the introduction of the higher- powered Holmium laser for use in orthopedics. Selling, general and administrative expenses increased slightly to $1,754,000 for the current quarter compared to $1,691,000 for the quarter ended June 30, 1994. The increase in selling, general and administrative expenses was primarily due to the higher commission expense attributed to increased orthopedic product sales and expenses incurred in connection with patent litigation. Research and development expenditures for the quarter ended June 30, 1995, increased slightly to $654,000 compared to $648,000 for the quarter ended June 30, 1994. R&D spending in fiscal 1995 is expected to increase slightly compared to fiscal 1994, as the Company continues to expand its development efforts of Holmium and Neodymium YAG lasers and other products for use in urology and orthopedic applications. 8 9 For the quarter ended June 30, 1995, the Company reported a net loss of $852,000 or $.09 per share, based on 9,451,701 weighted average number of shares outstanding, compared to a net loss of $594,000 or $.07 per share, based on 9,096,701 weighted average number of shares outstanding for the year earlier quarter. Liquidity and Capital Resources The Company's working capital decreased from $14,829,000 at September 30, 1994 to $12,224,000 at June 30, 1995, of which $4,556,000 is cash and equivalents, and marketable securities. The Company's management believes that the current level of cash and equivalents and marketable securities will be sufficient to support its working capital requirements for at least the next two years. Changes in Financial Condition Cash and cash equivalents (including marketable securities) decreased by $4,050,000 (47%) in the first three quarters of fiscal 1995. The decline in cash is attributed to the net loss ($2,892,000), increase in inventories and other current assets and purchase of machinery and equipment offset by improved accounts receivable collections of $277,000. The Company invested $300,000 in machinery to support production activities. Net inventories increased $758,000 (14%) from September 30, 1994 primarily due to production increases to support the higher demand for orthopedic products and increased demonstration inventory of Holmium lasers. Other current assets increased $307,000 from September 30, 1994, primarily due to deposits and prepayments on asset purchases and general liability insurance. 9 10 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings In January 1995, the Company filed a lawsuit in the United States District Court for the Central District of California against Surgical Laser Technologies, Inc. ("SLT") of Oaks, Pennsylvania for infringement of United States patents covering devices that use laser energy to cause coagulation, such as our Urolase(R)Fiber, or localized vaporization of tissue, such as our Hot Tips(TM). ITEM 2. Changes in Securities None ITEM 3. Defaults Upon Senior Securities None ITEM 4. Submission of Matters to Vote of Security Holders a) Annual Stockholders Meeting of Trimedyne, Inc. was held on April 6, 1995. b) The directors elected at the meeting were: 1) Bruce N. Barron 2) Peter T. Hyde c) The proposal presented to the stockholders and the voting results were: For Withheld --------- -------- Bruce N. Barron 8,301,753 298,652 Peter T. Hyde 8,302,384 298,021 d) Ratification of amendment to Trimedyne, Inc. 1992 Incentive and Non-Qualified Stock Option Plan For Withheld Abstain --------- -------- ------- 7,535,488 712,472 104,172 ITEM 5. Other Information None ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibit 27 Financial Data Schedule (b) Reports on Form 8-K None 10 11 SIGNATURE PAGE 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 hereunto duly authorized. TRIMEDYNE, INC. Date: August 11, 1995 s/ MARVIN P. LOEB --------------- -------------------------- Marvin P. Loeb Chairman and Chief Executive Officer Date: August 11, 1995 s/ JAMES L. KELLY --------------- --------------------------- James L. Kelly Vice President-Finance, Chief Financial Officer and Chief Accounting Officer 11