1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended: June 30, 1997 Commission file number: 0-11363 CHAD THERAPEUTICS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 95-3792700 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 21622 Plummer Street, Chatsworth, CA 91311 --------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (818) 882-0883 ----------------------------------------------------- (Registrant's telephone number, including area code) ---------------------------------------------------- (Former Address) (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 the latest practicable date: Common Shares 9,951,117 2 CHAD THERAPEUTICS, INC. Balance Sheets June 30, 1997 and March 31, 1997 ASSETS June 30, March 31, 1997 1997 ----------- ----------- (Unaudited) Current assets: Cash $ 3,154,000 $ 2,289,000 Accounts receivable, less allowance for doubtful accounts of $110,000 at June 30, 1997 and $107,000 at March 31, 1997 2,782,000 2,329,000 Inventories (Note 2) 5,134,000 6,063,000 Income taxes refundable - 527,000 Prepaid expenses 508,000 172,000 Deferred income taxes 356,000 356,000 ----------- ----------- Total current assets 11,934,000 11,736,000 Property and equipment, at cost 4,084,000 3,844,000 Less accumulated depreciation 840,000 717,000 ----------- ----------- Net property and equipment 3,244,000 3,127,000 ----------- ----------- Other assets, net 1,297,000 998,000 ----------- ----------- Total assets $16,475,000 $15,861,000 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Current liabilities: Accounts payable $ 172,000 $ 344,000 Accrued expenses 575,000 407,000 Income taxes payable 11,000 - ----------- ----------- Total current liabilities 758,000 751,000 Shareholders' equity: Common shares, $.01 par value, authorized 40,000,000 shares; 9,951,000 and 9,951,000 shares issued and outstanding 12,820,000 12,834,000 Retained earnings 3,112,000 2,308,000 ----------- ----------- 15,932,000 15,142,000 Less treasury shares at cost, 30,000 and 3,000 shares (215,000) (32,000) ----------- ----------- Net shareholders' equity 15,717,000 15,110,000 ----------- ----------- Total liabilities and shareholders' equity $16,475,000 $15,861,000 =========== =========== See accompanying notes to financial statements. 3 CHAD THERAPEUTICS, INC. Statements of Earnings For the three months ended June 30, 1997 and 1996 (Unaudited) Three Months Ended 1997 1996 ----------- ----------- Net sales $ 5,428,000 $ 7,772,000 Cost of sales 2,443,000 3,179,000 ----------- ----------- Gross profit 2,985,000 4,593,000 Costs and expenses: Selling, general and administrative 1,537,000 1,639,000 Research and development 133,000 275,000 ----------- ----------- Total costs and expenses 1,670,000 1,914,000 ----------- ----------- Operating income 1,315,000 2,679,000 Other income - interest income 27,000 27,000 ----------- ----------- Earnings before income taxes 1,342,000 2,706,000 Income taxes 538,000 1,082,000 ----------- ----------- Net earnings $ 804,000 $ 1,624,000 =========== =========== Net earnings per share $ .08 $ .16 =========== =========== Weighted average number of common shares (Note 3) 10,187,000 10,364,000 =========== =========== See accompanying notes to financial statements. 4 CHAD THERAPEUTICS, INC. Statement of Shareholders' Equity For the three months ended June 30, 1997 (Unaudited) Common Shares Retained Treasury Shares Amount Earnings Shares --------- ------------ ----------- ----------- Balance at March 31, 1997 9,951,000 $ 12,834,000 $ 2,308,000 $ (32,000) Common shares repurchased - - - (253,000) Common Shares issued for purchases under employee benefit plan - (14,000) - 70,000 Net earnings - - 804,000 - --------- ----------- ----------- ---------- Balance at June 30, 1997 9,951,000 $12,820,000 $ 3,112,000 $ (215,000) ========= =========== =========== ========== See accompanying notes to financial statements. 5 CHAD THERAPEUTICS, INC. Statements of Cash Flows For the three months ended June 30, 1997 and 1996 (Unaudited) Three Months Ended ---------------------------- 1997 1996 ----------- ----------- Cash flows from operating activities: Net earnings $ 804,000 $ 1,624,000 Adjustments to reconcile net earnings to net cash used in operating activities: Depreciation and amortization 123,000 34,000 Changes in assets and liabilities: Decrease (increase) in accounts receivable (453,000) (1,598,000) Decrease (increase) in inventories 929,000 (353,000) Decrease (increase) in income taxes refundable 527,000 - Decrease (increase) in prepaid expenses (336,000) (412,000) Decrease (increase) in deferred income taxes - - Decrease (increase) in other assets (299,000) (173,000) Increase (decrease) in accounts payable (172,000) 467,000 Increase (decrease) in accrued expenses 168,000 471,000 Increase (decrease) in income taxes payable 11,000 872,000 ---------- ----------- Net cash provided by operating activities 1,302,000 932,000 ---------- ----------- Cash flows from investing activities: Increase in marketable securities - (400,000) Capital expenditures (240,000) (56,000) ---------- ----------- Net cash used in investing activities (240,000) (456,000) ---------- ----------- Cash flows from financing activities: Exercise of stock options - 46,000 Common Shares repurchased (253,000) - Common Shares issued 56,000 48,000 ---------- ----------- Net cash provided by (used in) financing activities (197,000) 94,000 ---------- ----------- Net increase in cash 865,000 570,000 Cash beginning of period 2,289,000 1,809,000 ---------- ----------- Cash end of period $3,154,000 $ 2,379,000 ========== =========== See accompanying notes to financial statements. 6 CHAD THERAPEUTICS, INC. June 30, 1997 (Unaudited) 1. Interim Reporting Chad Therapeutics, Inc. (the Company) is in the business of developing, producing and marketing respiratory care devices designed to improve the efficiency of oxygen delivery systems for home health care and hospital treatment of patients suffering from pulmonary diseases. In the opinion of management, all adjustments necessary, which are of a normal and recurring nature, to a fair statement of the results for the interim periods presented have been made. The interim statements are condensed and do not include some of the information necessary for a more complete understanding of the financial data. Accordingly, your attention is directed to the footnote disclosures found on pages 14, 15, 16 and 17 of the March 31, 1997, Annual Report and particularly to Note 1 which includes a summary of significant accounting policies. 2. Inventories Inventories at June 30, 1997, are summarized as follows: Finished goods $ 705,000 Work-in-process 1,408,000 Raw materials 3,021,000 ---------- $5,134,000 ========== 3. Net Earnings Per Common Share Net earnings per common share is based on the weighted average number of shares and common stock equivalents (stock options) outstanding. 7 CHAD THERAPEUTICS, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations June 30, 1997 Results of Operations Sales for the three months ended June 30, 1997, decreased $2,344,000 or 30.2% from the prior year's period. There were no price increases during the periods presented. The decrease in sales relates primarily to decreases in domestic sales of OXYMATIC conservers and OXYLITE complete portable oxygen systems which are being affected by the current marketing environment for home oxygen therapy discussed below. Sales to foreign distributors represented 8.7% and 10.0% of total sales for the periods ended June 30, 1997 and 1996, respectively. Currently, management expects a smaller increase in sales to foreign distributors during the upcoming fiscal year and while these sales should continue to increase on an annual basis, quarter to quarter sales will fluctuate depending on the timing of shipments. In addition, all foreign sales are transacted in dollars, thus quarter to quarter unit sales could be affected by foreign currency fluctuations. The current procedure for reimbursement by Medicare for home oxygen services provides a prospective flat fee monthly payment based solely on the patient's prescribed oxygen requirement. Under this system, inexpensive concentrators have grown in popularity because of low cost and less frequent servicing requirements. At the same time, interest heightened in oxygen conserving devices which can extend the life of oxygen supplies and reduce service calls by dealers. Management believes these reimbursement procedures have heightened interest in the cost savings and increased mobility afforded by oxygen conserving devices such as the Company's products. In addition, other changes in the health care delivery system - including the increase in the acceptance and utilization of managed care - have stimulated a significant consolidation among home oxygen dealers. As major national and regional home medical equipment chains attempt to secure managed care contracts and improve their market position, they have expanded their distribution networks through the acquisition of independent dealers in strategic areas. Three major national chains presently account for approxi mately 23% of the Company's domestic sales. Margins on these sales may be somewhat lower due to quantity pricing. The Company's products, which allow homecare dealers to provide cost efficient home oxygen therapy, are ideally suited for use in a managed care environment and as a tool for dealers to increase revenues and profits. To ensure continued awareness of the benefits of the Company's products by chain headquarters personnel, a proactive marketing and communication program is in effect with all of the major national chains. 8 CHAD THERAPEUTICS, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations June 30, 1997 Results of Operations (continued) The Company believes that its revenues at the end of fiscal 1997 and during the quarter ended June 30, 1997, was affected by several factors. During the quarter ended June 30, 1997, sales to national chain accounts decreased as programs to convert patients to more acceptable ambulatory systems in the previous year's quarter did not recur. In addition, sales to national chain accounts as well as independent dealers have also been impacted by increased competitive factors and uncertainties regarding the size of potential cuts in Medicare home oxygen reimbursement which are being discussed as part of the Federal budget process. The effects of managed care and concerns over the severity of reimbursement cuts has, in many cases, resulted in the provision of systems to patients that do not provide truly ambulatory oxygen. Management believes these factors will continue to affect the Company's revenues for at least the first half of the year ended March 31, 1998. Cost of sales as a percent of net sales increased from 40.9% to 45.0% for the period ended June 30, 1997, as compared to the prior year's period. The current period has been affected by higher fixed overhead costs associated with the Company's move to new facilities in October 1996, and decreased sales volume. Management believes the cost per unit should remain at or near current levels in future periods. Selling, general and administrative expenditures decreased from $1,639,000 to $1,537,000 for the periods ended June 30, 1996 and 1997, respectively; however, these expenses increased as a percentage of net sales from 21.1% to 28.3% due to the decrease in sales volume. Research and develop ment expenses decreased by $142,000 for the period ended June 30, 1997, as compared to the prior year's period. Currently, management expects research and development expenditures to total approximately $950,000 in the fiscal year ended March 31, 1998, on projects to enhance and expand the Company's product line. Research and development expenditures totaled $910,000 for the year ended March 31, 1997. The Company has fully utilized its net operating loss carryforwards for Federal income tax purposes and other tax credit carryforwards. Future years will therefore be fully taxed and management estimates that the combined Federal and California income tax rates will be approximately 40%, as compared to 40.0% in 1997 and 39.1% in 1996. Financial Condition At June 30, 1997, the Company had cash totaling $3,154,000 or 19% of total assets, as compared to $2,289,000 (15%) at March 31, 1997. Net working capital increased from 9 CHAD THERAPEUTICS, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations June 30, 1997 Financial Condition (continued) $10,985,000 at March 31, 1997, to $11,176,000 at June 30, 1997. Accounts receivable increased $453,000 during the period ended June 30, 1997, which related to an increase in sales from the quarter ended March 31, 1997. Future in creases or decreases in accounts receivable will generally coincide with sales volume fluctuations and the timing of shipments to foreign customers. During the same period, inventories decreased $929,000. The Company attempts to maintain sufficient inventories to meet its customer needs as orders are received. Thus, future inventory and related accounts payable levels will be impacted by the ability of the Company to maintain its safety stock levels. If safety stock levels drop below target amounts then inventories in subsequent periods will increase more rapidly as inventory balances are replenished. Management believes funds derived from operations should be adequate to meet the Company's present cash requirements. The Company does not have any established external sources of funds. The Company expects capital expenditures during the next twelve months to be approximately $1,250,000. On June 30, 1994, the Company announced that the Board of Directors had authorized stock repurchases of its common shares in privately negotiated transactions for a minimum of 10,000 shares. While the Company made no stock repurchases during the period ended June 30, 1997, the Company may make additional stock repurchases pursuant to the Board of Directors authorization in the future. In addition, the Board has authorized the Company to purchase shares of the Company's common stock in open market transactions. During the period ended June 30, 1997, the Company purchased approximately 35,000 shares at a cost of $253,000, however, the number of shares which may be purchased under these programs in the future can not be predicted at this time. The Company does not provide post employment retirement benefits. Newly Issued Accounting Standards The Financial Accounting Standards Board issued Statement No. 128, "Earnings Per Share" ("FAS 128"), in February 1997. FAS 128 is effective for both interim and annual periods ending after December 31, 1997. The Company will adopt FAS in the third quarter of 1998. FAS 128 requires the pre sentation of "Basic" earnings per share which represents income available to common shareholders divided by the weighted average number of common shares outstanding for the period. A dual presentation of "Diluted" earnings per share will also be required. The Diluted presentation is similar to the current presentation of all prior period earnings per share data presented. Management believes the adoption of FAS 128 will not have a material impact on the Company's financial position or results of operations. 10 CHAD THERAPEUTICS, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations June 30, 1997 Outlook: Issues & Risks This quarterly report contains forward-looking statements which reflect the Company's current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties which may cause actual operating results to differ materially from currently anticipated results. Among the factors that could cause actual results to differ materially are the following: Dependence Upon a Single Product Line Although the Company currently markets a number of products, these products comprise a single product line for patients requiring supplementary oxygen. The Company's future performance is thus dependent upon developments affecting this segment of the health care market and the Company's ability to remain competitive within this market sector. Consolidation of Home Care Industry The home health care industry is undergoing significant consolidation. As a result, the market for the Company's products is increasingly influenced by major national chains. Three major national chains presently account for 23% of the Company's domestic sales. Future sales may be increasingly dependent on a limited number of customers which may have an impact on margins due to quantity pricing. Competition Chad's success over the past several years has drawn new competition to vie for a share of the home oxygen market. These new competitors include both small and very large companies. The Company believes the quality of its products and its established reputation will continue to be a competitive advantage; however, no assurance can be given that increased competition in the home oxygen market will not have an adverse affect on the Company's operations. Rapid Technological Change The health care industry is characterized by rapid technological change. The Company's products may become obsolete as a result of new developments. The Company's ability to remain competitive will depend to a large extent upon its ability to anticipate and stay abreast of new technological developments related to oxygen therapy. The Company has limited internal research and development capabilities. 11 CHAD THERAPEUTICS, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations June 30, 1997 Rapid Technological Change (continued) Historically, the Company has contracted with outside parties to develop new products. Some of the Company's competitors have substantially greater funds and facilities to pursue research and development of new products and technologies for oxygen therapy. Potential Changes in Administration of Health Care A number of bills proposing to regulate, control or alter the method of financing health care costs have been discussed and certain of such bills have been introduced in Congress and various state legislatures. There are wide variations among these bills and proposals. Because of the uncertain state of the health care proposals, it is not meaningful at this time to predict the effect on the business of the Company if any of these proposals is enacted. Federal law has altered the payment rates available to providers of Medicare services in various ways during the last several years. Congress has passed legislation which would reduce Medicare spending. Some of the savings are to come from increases in premiums to cover part of the Medicare program cost. It cannot be predicted, however, what prospective payment system rates or rule changes will be made to determine how rates will be affected. There can be no assurance that a change in Medicare reimbursement rates will not have an adverse effect on the Company's business. Patents and Trademarks The Company pursues a policy of obtaining patents for appropriate inventions related to products marketed or manufactured by the Company. The Company considers the patentability of its products to be significant to the success of the Company. To the extent that the products marketed by the Company do not receive patent protection, competitors may be able to manufacture and market substantially similar products. Such competition could have an adverse impact upon the Company's business. Products Liability The nature of the Company's business subjects it to potential legal actions asserting that the Company is liable for damages for product liability claims. Although the Company maintains products liability insurance in an amount which it believes to be customary in the industry, there is no assurance that this insurance will be sufficient to cover the costs of defense or judgments which might be entered against the Company. The type and frequency of these claims could have an adverse impact on the Company's results of operations and financial position. 12 CHAD THERAPEUTICS, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations June 30, 1997 Availability of Third Party Component Products The Company tests and packages its products in its own facility. Some of its other manufacturing processes are conducted by other firms and the Company expects to continue using outside firms for certain manufacturing processes for the foreseeable future. The Company's agreements with its suppliers are terminable at will or by notice. The Company believes that other suppliers would be available in the event of termination of these arrangements. No assurance can be given, however, that the Company will not suffer a material disruption in the supply of its products. Accounting Standards Accounting standards promulgated by the Financial Accounting Standards Board change periodically. Changes in such standards may have an impact on the Company's future reported earnings and financial position. Additional Risk Factors Additional factors which might affect the Company's performance may be listed from time to time in the reports filed by the Company with the Securities and Exchange Commission. 13 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. CHAD THERAPEUTICS, INC. --------------------------------------- (Registrant) Date 08/14/97 /S/ Charles R. Adams -------------------- --------------------------------------- Charles R. Adams Chief Executive Officer Date 08/14/97 /S/ Earl L. Yager ------------------- --------------------------------------- Earl L. Yager Senior Vice President, Chief Financial Officer and Secretary