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 October 31, 2005 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 0-944 POSSIS MEDICAL, INC. -------------------- (exact name of registrant as specified in its charter) Minnesota 41-0783184 - --------------------------------------------- ------------------------------- (State or other jurisdiction of incorporation I.R.S. Employer Identification organization) No.) 9055 Evergreen Blvd NW Minneapolis MN 55433-8003 - ----------------------------------------- ------------------------------- (Address of principal executive offices) (Zip Code) 763-780-4555 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 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 ___ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes _X_ No ___ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ___ No _X__ The number of shares outstanding of the Registrant's Common Stock, $.40 par value, as of November 30, 2005 was 17,260,137. 1 POSSIS MEDICAL, INC. INDEX PAGE ---- PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements............................................................ 3 Consolidated Balance Sheets, October 31, 2005 and July 31, 2005.................................................................. 3 Consolidated Statements of Income and Comprehensive Income for the three months ended October 31, 2005 and 2004................................................. 4 Consolidated Statements of Cash Flows for the three months ended October 31, 2005 and 2004................................................. 5 Notes to Consolidated Financial Statements....................................... 6 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................................. 12 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk...................... 20 ITEM 4. Controls and Procedures.......................................................... 20 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings.............................................................. 20 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.................... 21 ITEM 6. Exhibits........................................................................ 21 SIGNATURES..................................................................... 22 2 PART 1 FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS POSSIS MEDICAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) ASSETS October 31, 2005 July 31, 2005 ---------------------- ---------------------- CURRENT ASSETS: Cash and cash equivalents................................ $ 4,404,321 $ 5,257,244 Marketable securities.................................... 40,365,735 39,169,811 Trade receivables (less allowance for doubtful accounts and returns of $677,000 and $669,000, respectively)..... 8,191,161 8,274,839 Inventories.............................................. 5,962,800 5,830,204 Prepaid expenses and other assets........................ 938,420 1,158,214 Deferred tax asset....................................... 1,042,000 1,042,000 -------------------- -------------------- Total current assets................................... 60,904,437 60,732,312 PROPERTY AND EQUIPMENT, net................................ 5,102,407 4,879,221 DEFERRED TAX ASSET......................................... 11,820,958 12,113,949 OTHER ASSET................................................ 440,425 425,914 -------------------- -------------------- TOTAL ASSETS............................................... $ 78,268,227 $ 78,151,396 ==================== ==================== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Trade accounts payable................................... $ 2,140,551 $ 1,355,402 Accrued salaries, wages, and commissions................. 2,225,055 3,212,525 Other liabilities........................................ 2,440,210 2,468,669 -------------------- -------------------- Total current liabilities............................. 6,805,816 7,036,596 OTHER LIABILITES........................................... 609,525 526,914 COMMITMENTS AND CONTINGENCIES.............................. SHAREHOLDERS' EQUITY: Common stock-authorized, 100,000,000 shares of $0.40 par value each; issued and outstanding, 17,259,137 and 17,326,487 shares, respectively......................... 6,903,655 6,930,595 Additional paid-in capital............................... 75,841,526 75,725,188 Unearned compensation.................................... (6,000) (15,000) Accumulated other comprehensive loss..................... (339,000) (240,000) Retained deficit......................................... (11,547,295) (11,812,897) -------------------- -------------------- Total shareholders' equity.......................... 70,852,886 70,587,886 -------------------- -------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 78,268,227 $ 78,151,396 ==================== ==================== See notes to consolidated financial statements. 3 POSSIS MEDICAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED OCTOBER 31, 2005 AND 2004 (UNAUDITED) 2005 2004 ----------------- ----------------- Product sales.......................................... $ 15,475,674 $ 17,501,988 Cost of sales and other expenses: Cost of medical products............................ 4,230,155 4,304,339 Selling, general and administrative................. 8,393,727 7,556,583 Research and development............................ 2,509,293 2,437,704 ----------------- ----------------- Cost of sales and other expenses................ 15,133,175 14,298,626 ----------------- ----------------- Operating income....................................... 342,499 3,203,362 Interest income.................................... 403,449 286,432 (Loss) gain on sale of securities.................. (6,346) 18,081 ----------------- ----------------- Income before income taxes............................. 739,602 3,507,875 Provision for income taxes............................. 474,000 1,315,000 ----------------- ----------------- Net income............................................. 265,602 2,192,875 Other comprehensive (loss) income, net of tax: Unrealized (loss) gain on securities................... (99,000) 125,000 ----------------- ----------------- Comprehensive income................................... $ 166,602 $ 2,317,875 ================= ================= Weighted average number of common of Shares outstanding: Basic.............................................. 17,315,847 18,080,940 Diluted............................................ 17,864,582 19,159,308 Net income per common share: Basic.............................................. $ 0.02 $ 0.12 ================= ================= Diluted............................................ $ 0.01 $ 0.11 ================= ================= See notes to consolidated financial statements. 4 POSSIS MEDICAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED OCTOBER 31, 2005 AND 2004 (UNAUDITED) 2005 2004 ----------------- ----------------- OPERATING ACTIVITIES: Net income....................................................... $ 265,602 $ 2,192,875 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation............................................... 615,442 562,211 Gain on asset disposal..................................... - (11,313) Stock-based compensation expense........................... 749,054 9,000 Loss (gain) on sale of marketable securities............... 20,857 (17,140) Deferred taxes............................................. 363,991 1,315,200 Decrease in trade receivables.............................. 83,678 1,346,821 Increase in inventories.................................... (281,332) (788,816) Decrease in prepaid expenses and other assets.............. 205,283 267,041 Increase in trade accounts payable......................... 691,247 318,072 Decrease in accrued and other liabilities.................. (702,718) (1,205,718) ----------------- ----------------- Net cash provided by operating activities.................. 2,011,104 3,988,233 INVESTING ACTIVITIES: Additions for property and equipment.......................... (595,990) (485,975) Proceeds from sale of fixed assets............................ - 5,610 Proceeds from sale of marketable securities................... 6,577,704 16,164,230 Purchase of marketable securities............................. (7,955,485) (16,437,315) ----------------- ----------------- Net cash used in investing activities...................... (1,973,771) (753,450) FINANCING ACTIVITIES: Proceeds from issuance and exercise of options................ 211,858 286,216 Excess tax benefits from stock-based compensation............. (9,000) - Repurchase of common stock................................. (1,093,114) (7,593,433) ----------------- ----------------- Net cash used in financing activities...................... (890,256) (7,307,217) ----------------- ----------------- (DECREASE) IN CASH AND CASH EQUIVALENTS............................................ (852,923) (4,072,434) CASH AND CASH EQUIVALENTS AT BEGINNING OF QUARTER................................................ 5,257,244 8,411,784 ----------------- ----------------- CASH AND CASH EQUIVALENTS AT END OF QUARTER...................... $ 4,404,321 $ 4,339,350 ================= ================= SUPPLEMENTAL CASH FLOW DISCLOSURE: Cash paid for income taxes.................................. $ 166,520 $ 132,500 Issuance of restricted stock................................ 230,600 - Inventory transferred to property and equipment............. 7,736 39,360 See notes to consolidated financial statements. 5 POSSIS MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The accompanying consolidated financial statements and notes should be read in conjunction with the audited financial statements and accompanying notes thereto included in the Company's 2005 Annual Report. INTERIM FINANCIAL STATEMENTS Operating results for the three months ended October 31, 2005 are not necessarily indicative of the results that may be expected for the year ending July 31, 2006. 2. EARNINGS PER SHARE The following table presents a reconciliation of the numerators and denominators of basic and diluted earnings per share: Three Months Ended October 31, --------------------------------------------- 2005 2004 --------------------- -------------------- Numerator: Net income, basic and diluted $ 265,602 $ 2,192,875 ===================== ==================== Denominator: Weighted average common shares outstanding 17,315,847 18,080,940 Effect if potentially dilutive securities: Stock options and other 548,735 1,078,368 --------------------- -------------------- Weighted average common shares outstanding, assuming dilution 17,864,582 19,159,308 =================== ==================== Basic earnings per share $ 0.02 $ 0.12 Diluted earnings per share $ 0.01 $ 0.11 Potential dilutive securities include stock options, non-vested share awards and shares issuable under our employee stock purchase plan (ESPP). The computation of dilutive shares outstanding excluded options to purchase 1,910,000 and 403,000 shares of common stock for the three months ended October 31, 2005 and 2004, respectively. These amounts were excluded because the options' exercise prices were greater than the weighted average closing market price of our common stock for the periods presented and therefore, the effect would be antidilutive (i.e., including such options would result in higher earnings per share.) 6 3. STOCK BASED-COMPENSATION We have a stock-based compensation plan, which includes stock options, non-vested share awards and an ESPP. Stock options issued prior to July 31, 2005 have a ten-year term. Stock options issued subsequent to July 31, 2005 have a five-year term. Outstanding stock options issued to employees generally vest over a four-year period, however, on occasion the Company has issued options that vest based upon achieving corporate objectives or stock price performance. Outstanding stock options issued to directors vest over the following periods, based on the basis for issuance: a) six months - stock options in lieu of compensation for services rendered as directors, b) four years - annual grants of stock options and c) stock price performance with a seven-year cliff period - service award options. Directors receive an annual non-vested share award that vests upon continued employment (time based) of one year. Our ESPP permits employees to purchase stock at 85% of the market price of our common stock at the beginning or at the end of the annual purchase period, whichever is less. Prior to August 1, 2005, we applied Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations in accounting for these plans. No stock-based compensation expense was recognized in our statements of income prior to fiscal 2006 for stock option awards, as the exercise price was equal to the market price of our stock on the date of grant. In addition, we did not recognize any stock-based compensation expense for our ESPP as it is intended to be a plan that qualifies under Section 423 of the Internal Revenue Code of 1986, as amended. Finally, we recognized stock-based compensation expense for non-vested share awards as discussed in Note 4, Common Stock, of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K, for the fiscal year ended July 31, 2005. On August 1, 2005, we adopted the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based Payment (123(R)), requiring us to recognize expense related to the fair value of our stock-based compensation awards. We elected the modified prospective transition method as permitted by SFAS No. 123(R). Under this transition method, stock-based compensation expense for the three months ended October 31, 2005, includes: (a) compensation expense for all stock-based compensation awards granted prior to, but not yet vested as of July 31, 2005, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123, Accounting for Stock-Based Compensation; and (b) compensation expense for all stock-based awards granted subsequent to July 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). We recognized compensation expense for stock options and non-vested share awards, that are either market-based or time-based, on a straight-line basis over the requisite service period of the award. Total stock-based compensation expense included in our statement of income for the three months ended October 31, 2005, was $822,000 ($702,000, net of tax). In accordance with the modified prospective transition method of SFAS No. 123(R), financial results for prior periods have not been restated. Prior to the adoption of SFAS No. 123(R), we reported all tax benefits resulting from the exercise of stock options as operating cash flows in our consolidated statements of cash flows. In accordance with the SFAS No. 123(R), for the three months ended October 31, 2005, we revised our statement of cash flows presentation to report the excess tax benefits from the exercise of stock options as financing cash flows. For the three months ended October 31, 2005, $9,000 of excess tax benefits were reported as financing cash flows rather than operating cash flows. The following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation during the three months ended October 31, 2004. 7 2004 -------------- Net Income - as reported................................ $ 2,192,875 Deduct: Stock-based compensation expense determined under fair value method for all awards, net of tax.............................. (384,000) -------------- Pro forma....................................... $ 1,608,875 ============== Earnings per share: Basic - as reported..................................... $ 0.12 Deduct: Stock-based compensation expense determined under fair value method for all awards, net of tax.............................. (0.03) -------------- Basic pro forma................................. $ 0.09 ============== Diluted - as reported $ 0.11 Deduct: Stock-based compensation expense determined under fair value method for all awards, net of tax.............................. (0.03) -------------- Diluted - pro forma............................. $ 0.08 ============== Weighted average common shares outstanding Basic........................................... 18,080,940 Diluted......................................... 19,159,308 For purposes of this pro forma disclosure, the value of the stock-based compensation was amortized to expense on a straight-line basis over the period it is vested or earned. Forfeitures were estimated based on historical experiences. The following table summarizes the stock option transactions for the three months ended October 31, 2005: Options Weighted- Average Weighted- Aggregate Exercise Price Per Average Remaining Intrinsic Share Contractual Term (in Value years) Outstanding on July 31, 2005 3,062,000 $11.78 Granted 414,000 $12.58 Exercised (20,000) $10.50 Forfeited/Canceled (135,000) $14.10 ============== ===================== ==================== Outstanding on October 31, 2005 3,321,000 $11.78 5.95 $266,000 ============== ===================== ==================== =============== Exercisable on October 31, 2005 2,106,000 $10.53 5.17 $2,801,000 ============== ===================== ==================== =============== Note: At October 31, 2005, shares associated with our ESPP were not significant and are excluded from the table above. 8 We estimated the fair values using the Black-Scholes option-pricing model prior to August 1, 2005 and using the Actuarial Binomial option-pricing model subsequent to July 31, 2005, modified for dividends and using the following assumptions: Three Months Ended October 31, -------------------------------------- 2005 (1) 2004 ---------------- ------------------- Risk-free rate (2)............................ 4.09% 4.1-4.5% Expected dividend yield...................... 0% 0% Expected stock price volatility (3)........... 37.82% 54-64% Expected life of stock options (4)............ 4.14 years 10 years Fair value per option........................ $4.38-$5.60 $11.86-19.88 1. Forfeitures are estimated based on historical experience. 2. 2005 - Based on the U.S. Treasury interest rates whose term is consistent with the expected life of our stock options. 2004 - Based on the ten-year U.S. Treasury constant maturity interest rate. 3. In 2005 we used an outside valuation advisor to assist us in more accurately projecting expected stock price volatility. We used historical market price data. 4. We estimate the expected life of stock options based upon historical experience. Net cash proceeds from the exercise of stock options were $212,000 and $286,000 for the three months October 31, 2005 and 2004, respectively. The actual income tax benefit realized from stock option exercises totaled $9,000 and $235,000 for the three months October 31, 2005 and 2004, respectively. Non-Vested Share Awards The fair value of non-vested market-based and time-based share awards is determined based on generally accepted valuation techniques and the closing market price of our stock on the date of grant. A summary of the status of our non-vested market-based and time-based share awards as of October 31, 2005 and changes during the three-month period ended October 31, 2005, is as follows: Market-Based and Time-Based Share Awards Shares Fair Value ---------------------------------------- ------ ---------- Outstanding at July 31, 2005 2,754 $11.70 Granted 18,353 12.57 Vested (12,064) 13.03 Forfeited/Canceled (6,289) 13.03 Outstanding at October 31, 2005 2,754 $11.86 ========== ========== No time-based share awards vested during the three months ended October 31, 2005. As of October 31, 2005, there was $6,000 of unrecognized compensation expense related to non-vested time-based share awards that is expected to be recognized over the next two months. 4. ACCOUNTING PRONOUNCEMENTS In November 2003 and March 2004, the Emerging Issues Task Force (EITF) reached a consensus on EITF Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments." The consensus reached requires companies to apply new guidance for evaluating whether an investment is other-than-temporarily impaired and also requires quantitative and qualitative disclosure of debt and equity securities, classified as available-for-sale or held-to-maturity, that are determined to be only temporarily impaired at the balance sheet date. The Company incorporated the required disclosures for investments accounted for under SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," as required in the fourth quarter of fiscal year 2004. In September 2004, the consensus was indefinitely delayed as it relates to the measurement and recognition of 9 impairment losses for all securities in the scope of paragraphs 10-20 of EITF 03-1. The disclosures prescribed by EITF No. 03-1 and guidance related to impairment measurement prior to the issuance of this consensus continue to remain in effect. Adoption is not expected to have a material impact on the Company's consolidated earnings, financial position or cash flows. In April 2005, the FASB issued FIN No. 47 to clarify the scope and timing of liability recognition for conditional asset retirement obligations pursuant to SFAS No. 143 - "Accounting for Asset Retirement Obligations". The interpretation requires that a liability be recorded for the fair value of an asset retirement obligation, if the fair value is estimable, even when the obligation is dependent on a future event. FIN No. 47 further clarified that uncertainty surrounding the timing and method of settlement of the obligation should be factored into the measurement of the conditional asset retirement obligation rather than affect whether a liability should be recognized. Implementation is required to be effective no later than the end of fiscal years ending after Dec. 15, 2005. Additionally, FIN No. 47 will permit but not require restatement of interim financial information during any period of adoption. Both recognition of a cumulative change in accounting and disclosure of the liability on a pro forma basis are required for transition purposes. The Company is evaluating the impact of FIN No. 47, however, it is not expected to have a material impact on results of operations or financial position. 5. MARKETABLE SECURITIES During the quarter ended October 31, 2005, we invested excess cash and cash equivalents in a professionally managed portfolio of marketable securities. All securities in this portfolio are classified as available-for-sale and consist primarily of U.S. government securities and corporate bonds. These investments are reported at fair value. The unrealized loss, net of taxes, on these investments of approximately $99,000 for the three months ended October 31, 2005 is included within other comprehensive loss. The unrealized gain, net of taxes, on these investments, of approximately $125,000 for the three months ended October 31, 2004 is included within other comprehensive gain. The net unrealized loss included in shareholders' equity as of October 31, 2005 and 2004 was $339,000 and $11,000, net of tax. 6. INVENTORIES Inventories are stated at the lower of cost (on the first-in, first-out basis) or market. Inventory balances were as follows: Oct. 31, 2005 July 31, 2005 -------------------- ------------------------ Finished goods.......................... $ 2,213,580 $ 2,149,599 Work-in-process......................... 1,110,832 1,206,364 Raw materials........................... 2,638,388 2,474,241 -------------------- ------------------------ $ 5,962,800 $ 5,830,204 ==================== ======================== 7. PROPERTY AND EQUIPMENT Property is carried at cost and depreciated using the straight-line method over the estimated useful lives of the various assets. Property and equipment balances and corresponding lives were as follows: Oct.31, 2005 July 31, 2005 Life ------------------- --------------------- ------------------- Leasehold improvements........................ $ 2,450,311 $ 2,295,999 7-10 years Equipment..................................... 10,641,029 10,329,650 3 to 10 years Assets in construction........................ 447,468 222,467 N/A ------------------- --------------------- 13,538,808 $12,848,116 Less accumulated depreciation................. (8,436,401) (7,968,895) ------------------- --------------------- Property and equipment - net.................. $ 5,102,407 $ 4,879,221 =================== ===================== 10 8. SEGMENT AND GEOGRAPHIC INFORMATION AND CONCENTRATION OF CREDIT RISK Our operations are in one business segment: the design, manufacture and distribution of cardiovascular medical devices. We evaluate revenue performance based on the worldwide revenues of each major product line and profitability based on an enterprise-wide basis due to shared infrastructures to make operating and strategic decisions. Total revenues from sales in the United States and outside the United States are as follows: Three Months Ended October 31, 2005 2004 -------------------- ------------------- United States................... $ 15,050,856 $17,198,858 Non-United States............... 424,818 303,130 -------------------- ------------------- Total Revenues.................. $ 15,475,674 $17,501,988 ==================== =================== 9. NET INCOME PER COMMON SHARE Basic income per common share is computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted income per share is computed using the treasury stock method by dividing net income by the weighted average number of common shares plus the dilutive effect of outstanding stock options, and shares issuable under the employee stock purchase plan. 10. COMMON STOCK During the three months ended October 31, 2005, stock options for the purchase of 20,186 shares of the Company's common stock were exercised at prices between $6.38 and $12.44 per share resulting in proceeds of $212,000. During the three months ended October 31, 2004, stock options for the purchase of 56,887 shares of the Company's common stock were exercised at prices between $3.94 and $16.66 per share resulting in proceeds of $285,000. There were no shares issued in connection with our employee stock purchase plan during the three months ended October 31, 2005. During the three months ended October 31, 2004, we issued 81 shares in connection with our employee stock purchase plan. On August 29, 2005, we issued 18,353 shares of restricted stock to executives of the Company as part of the fiscal 2005 management incentive program. The fair market value of the restricted stock was $230,600. The restricted stock vests at the time our stock price closes at $13.00 or greater. On August 31, 2005 the Company's stock price closed at $13.03. The $230,600 was expensed in fiscal 2005 as compensation expense. We cancelled 6,289 shares of restricted stock due to the executives electing to receive fewer shares in lieu of paying the withholding taxes. During the three months ended October 31, 2005, we repurchased 99,600 shares in the public market at prices between $10.93 and $11.06 per share for $1,093,000. During the three months ended October 31, 2004, we repurchased 503,000 shares in the public market at stock prices between $10.66 and $18.34 per share for $7,593,000. 11 11. ACCRUED WARRANTY COSTS We estimate the amount of warranty claims on sold product that may be incurred based on current and historical data. The actual warranty expense could differ from the estimates made by the Company based on product performance. The following table presents the changes in our product warranty liability: Accrued warranty costs at July 31, 2005 $ 146,500 Payments made for warranty costs............................ (103,500) Provision for product costs................................ 103,500 ----------------- Accrued warranty costs at October 31, 2005................. $ 146,500 ================= ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Our Business Possis Medical Inc. develops, manufactures, and markets pioneering medical devices for mechanical thrombectomy in native coronary arteries and coronary bypass grafts, leg arteries and in kidney dialysis access grafts. Our primary product, the AngioJet(R) RheolyticTM Thrombectomy System (AngioJet System) uses miniaturized waterjet technology, which enables interventional cardiologists, interventional radiologists, vascular surgeons, and other specialists to rapidly, safely and effectively remove blood clots throughout the body. The proprietary AngioJet System consists of a drive unit (capital equipment), a disposable pump set that delivers pressurized saline to a catheter, and a variety of disposable catheters that are specifically designed for particular clinical indications. The AngioJet coronary catheter is a Class III medical device and is marketed in the U.S. under an approved PMA. The AngioJet av-access and peripheral arterial catheters are Class II devices are marketed in the U.S. under cleared 510(k) submissions. We expect U.S. AngioJet System sales to grow primarily through obtaining additional FDA approved product uses, introduction of new catheter models for existing indications, introduction of AngioJet System-related products, more face-time selling to existing accounts, peer-to-peer selling, and the publication of clinical performance and cost-effectiveness data. Critical Accounting Policies Our consolidated financial statements include accounts of Possis Medical, Inc. and all wholly-owned subsidiaries. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related footnotes. In preparing these financial statements, we have made our best estimates and applied our best judgment of certain amounts included in the financial statements, giving due consideration to materiality. Our most critical accounting policies are those described below. Application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. Revenue Recognition Revenues associated with AngioJet drive units that are maintained at customer locations are recognized, and title and risk of loss on those drive units is transferred to the customer when we receive a valid purchase order from the customer. Revenue is not recognized for AngioJet drive units that are maintained at customer locations as evaluation drive units. We do not lease AngioJet drive units. Revenues associated with products that are shipped to customers from our facilities are recognized, and title and risk of loss are transferred to the customer, when a valid purchase order is received and the products are received at the customer's location. Provisions for returns are recorded in the same 12 period the related revenues are recognized. Revenue recognition for drive unit extended warranties is amortized on a straight-line basis over the life of the warranty period that is generally twelve months. Allowance for Returns Trade receivable, are reduced by an allowance for items that may be returned in the future. The allowance requires us to make estimates at the time the account receivable is recorded concerning the likelihood of returns. The estimate is based upon our historical product return experience, customer complaint rates, information received from our customers and other assumptions that we believe are reasonable under the circumstances. We review, on a quarterly basis, the actual returns for the previous quarter and evaluate the adequacy of the allowance for future returns. Although we believe the amount of the allowance for returns is appropriate, actual returns incurred could differ from our original estimate, requiring adjustments to the allowance. Allowance for Doubtful Accounts Substantially all of our trade receivables are due from health care facilities located in the United States. The estimated allowance for doubtful accounts is based upon the age of the outstanding receivables and the payment history and creditworthiness of each customer. We evaluate the adequacy of the allowance for doubtful accounts on a quarterly basis. Although we believe the amount of the allowance for doubtful accounts is appropriate, nonpayment of accounts could differ from our original estimate, requiring adjustments to the allowance. Inventories We value inventories at the lower of cost or market. In order to determine the market value of inventory, on a quarterly basis, we assess the inventory quantities on hand to estimate future usage and sales and, if necessary, set up an obsolescence reserve for inventory deemed excess or obsolete to estimate market value. Although we believe the amount of the reserve for inventory obsolescence is appropriate, the amount of our inventory that becomes obsolete may differ from our original estimate, requiring adjustments to the reserve. Warranty Reserve We provide a one-year limited warranty on our AngioJet System drive unit and a limited warranty on AngioJet System disposable products. We establish a warranty reserve at the time products are sold that is based upon historical frequency of claims relating to our products and the cost to replace disposable products and to repair drive units under warranty. We evaluate the adequacy of the warranty reserve on a quarterly basis. Although we believe the amount of the warranty reserve is appropriate, given our historical experience, if actual claims incurred differ from the original estimate, we would be required to adjust the reserve. Non-GAAP (General Accepted Accounting Principles) Disclosures In our Management's Discussion and Analysis, and Notes to Consolidated Financial Statements, the Company makes reference to non-GAAP financial measures - the effect on net income, net income after tax and net income per share resulting from compensation charges under SFAS 123 (R), and other non-GAAP line items from the Consolidated Statements of Income and Comprehensive Income, including cost of medical products, operating expenses (including selling, general and administrative, and research and development), and provision for income taxes. These measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. Possis believes that the presentation of non-GAAP net income, non-GAAP net income per share data, and other non-GAAP line items from the Consolidated Statements of Income and Comprehensive Income, when shown in conjunction with the corresponding GAAP measures, provides useful information to management and investors regarding financial and business trends relating to its financial condition and results of operations. Possis further believes that where the adjustments used in calculating non-GAAP net income and non-GAAP net income per share are based on specific identified charges that impact different line items in the statements of income (including cost of medical products, selling, general and administrative and research and development expense), that 13 it is useful to investors to know how these specific line items in the statements of income are affected by these adjustments. In particular, as Possis begins to apply SFAS 123(R), it believes that it is useful to investors to understand how the expenses associated with the application of SFAS 123(R) are reflected in its Consolidated Statements of Income and Comprehensive Income. Financial Reporting Changes Stock-Based Compensation On December 16, 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based Payment (123(R)), effective for a company's first fiscal year beginning after June 15, 2005, SFAS No. 123(R) supercedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123(R) requires all share-based compensation, including grants of stock options, to be recognized in the consolidated statements of earnings. During the first quarter of fiscal 2006, we adopted SFAS No. 123(R), and elected the modified prospective transition method. This method permits us to apply the new requirements on a prospective basis. Our net income for the three months ended October 31, 2005 included stock-based compensation expense of $822,000 ($702,000 after tax, or $0.04 per diluted share). Our cost of medical products for the three months ended October 31, 2005 included stock-based compensation of $102,000. Our selling, general and administrative expense for the three months ended October 31, 2005 included stock-based compensation of $531,000. Our research and development expense for the three months ended October 31, 2005 included stock-based compensation of $189,000. For additional information on our adoption of SFAS No. 123(R), see Note 3, Stock-Based Compensation of the Notes to Consolidate Financial Statements in this Quarterly Report on Form 10-Q. Results of Operations Three Month Periods Ended October 31, 2005 and 2004 Summary Total product sales for the three months ended October 31, 2005 decreased $2,026,000, or 12%, to $15,476,000 compared to $17,502,000 for the comparable period in fiscal 2005. We recorded net income for the quarter ended October 31, 2005 of $266,000, or $0.01 per diluted share, compared to net income of $2,193,000, or $0.11 per diluted share, in the comparable quarter in fiscal 2005. Net income for the quarter ended October 31, 2005, reflects the impact of adopting SFAS No.123(R), which resulted in stock-based compensation expense of $822,000, ($702,000 after tax, or $0.04 per diluted share). 14 The following table compares the Statement of Income as reported with the pro-forma non-GAAP Statement of Income for the three months ended October 31, 2005, eliminating the impact of SFAS 123(R) on the Statement of Income. Pro-forma Non-GAAP SFAS 123(R) Excluding As Reported Adjustments SFAS 123(R) --------------- --------------- --------------- Product sales $ 15,475,674 $ - $ 15,475,674 Cost of sales and other expenses: Cost of medical products 4,230,155 102,000 4,128,155 Selling, general and administrative 8,393,727 531,000 7,862,727 Research and development 2,509,293 189,000 2,320,293 -------------- -------------- -------------- Cost of sales and other expenses 15,133,175 822,000 14,311,175 Operating income 342,499 (822,000) 1,164,499 Interest income 403,449 403,449 (Loss) gain on sale of securities (6,346) (6,346) -------------- --------------- -------------- Income before income taxes 739,602 (822,000) 1,561,602 Provision for income taxes (474,000) 120,000 (594,000) -------------- -------------- -------------- Net income 265,602 (702,000) 967,602 Other comprehensive loss net of tax: Unrealized loss on securities (99,000) - (99,000) -------------- -------------- -------------- Comprehensive income $ 166,602 $ (702,000) $ 868,602 ============== ============== ============== Net income per common share Basic $ 0.02 $ 0.04 $ 0.06 ============== ============== ============== Diluted $ 0.01 $ 0.04 $ 0.05 ============== ============== ============== 15 Operating Expenses The following tables compare dollars (in thousands) and percentage changes in the Statements of Income Between 2005 and 2004. Pro-forma Non-GAAP As Reported* Excluding SFAS 123(R) ----------------------------------------------------------------------------------------------- Increase Increase October 31, (Decrease) October 31, (Decrease) --------------------------- ----------------------- 2005 2004 Dollars Percent 2005 2004 Dollars Percent ------------ ------------------------------------ ---------- ------------------------------ Product sales $ 15,476 $ 17,502 $ (2,026) (11.6%) $ 15,476 $ 17,502 $ (2,026) (11.6%) Operating expenses Cost of medical products 4,230 4,304 (74) (1.7%) 4,128 4,304 (176) (4.1%) Selling, general and administrative 8,394 7,557 837 11.1% 7,863 7,557 306 4.1% Research and development 2,509 2,438 71 2.9% 2,320 2,438 (118) (4.8%) Total 15,133 14,299 834 5.8% 14,311 14,299 12 .1% Operating income 343 3,203 (2,860) (89.3%) 1,165 3,203 (2,038) (63.6%) Other income 397 305 92 30.2% 397 305 92 30.2% Income before income taxes 740 3,508 (2,768) (78.9%) 1,562 3,508 (1,946) (55.5%) Income taxes provision (474) (1,315) 841 (64.0%) (594) (1,315) 721 (54.8%) Net income $ 266 $ 2,193 $ (1,927) (87.9%) $ 968 $ 2,193 $ (1,125) (55.9%) *Note: Net income for the first quarter of fiscal 2006 includes stock-based compensation expense of $702,000, net of tax, due to the implementation of FAS 123(R). Net income for the first quarter of fiscal 2005 did not include stock-based compensation under SFAS 123. The following tables show the Statement of Income as a percentage of product sales for the three months ended October 31, 2005 and 2004. Pro-forma Non-GAAP excluding As Reported SFAS 123(R) ----------- ----------- 2005 2004 2005 2004 ---- ---- ---- ---- Product sales 100.0% 100.0% 100.0% 100.0% Operating expenses Cost of medical products 27.3% 24.6% 26.7% 24.6% Selling, general and administrative 54.2% 43.2% 50.8% 43.2% Research and development 16.2% 13.9% 15.0% 13.9% Total 97.8% 81.7% 92.5% 81.7% Operating income 2.2% 18.3% 7.5% 18.3% Other income 2.6% 1.7% 2.6% 1.7% Income before income taxes 4.8% 20.0% 10.1% 20.0% Income taxes provision -3.1% -7.5% -3.8% -7.5% Net income 1.7% 12.5% 6.3% 12.5% 16 Revenue U.S. product sales for the three months ended October 31, 2005 decreased 12% to $15,051,000 from $17,199,000 for the same period in 2005. The main factors in the revenue decrease during fiscal 2005 was higher than expected sales force turnover, increased competition, and continuing controversy concerning the role of thrombectomy and embolic protection in treating coronary STEMI (ST segment elevation myocardial infarction) patients. As of October 31, 2005, we had a total of 1,560 domestic drive units in the field, compared to 1,371 drive units at October 31, 2004, and 1,509 units as of July 31, 2005. During the three month period ended October 31, 2005, our catheter sales decreased approximately 7% to approximately 11,900 catheters versus approximately 12,800 catheters in the same prior year period. The average catheter utilization rate per installed domestic drive unit was 7.5 in the first quarter of fiscal 2006 compared to 9.3 in the same prior year period, and compared to a rate of 8.2 in the fourth quarter of fiscal 2005. We sold 42 domestic drive units during the three months ended October 31, 2005, compared to 49 drive units in the same period in the prior year and compared to 40 drive units in the fourth quarter of fiscal 2005. Foreign product sales for the three months ended October 31, 2005 and 2004 were $425,000 and $303,000, respectively. Cost of Medical Products Cost of medical products decreased $74,000 to $4,230,000 in the three month period ended October 31, 2005 over the same period in the previous year. The decrease was primarily due to the reduction in AngioJet System product unit sales offset by higher production overhead on lower units produced combined with an increase in overhead costs. Cost of medical products for the three months ended October 31, 2005 reflect the impact of adopting SFAS No. 123(R), which resulted in increased stock-based compensation expense of $102,000. Gross profit decreased by $1,952,000 to $11,246,000, or 72.7% of product sales, for the three months ended October 31, 2005, from $13,198,000 or 75.4% of product sales in the same period in the previous year. The decrease in the gross profit margin was primarily due to lower revenue and to a shift to products carrying a lower gross profit margin compared to the same period in the previous year. Selling, General and Administrative Expense Selling, general and administrative expense increased $837,000 to $8,394,000 for the three months ended October 31, 2005 compared to the same periods in the previous year. The primary factor in the expense increase for the three months ended October 31, 2005 was the adoption of SFAS No. 123(R). The impact of the stock-based compensation expense relating to the implementation of SFAS No. 123(R) was $531,000. Other factors contributing to the expense increase were medical insurance costs, commissions, and incentives. These expenses increases were partially offset by a reduction in expenses associated with marketing clinical trials. Research and Development Expense Research and development expense increased $71,000 to $2,509,000, in the three months ended October 31, 2005, when compared to the same period in the prior year. The increase was largely due to the impact of adopting SFAS No. 123(R) which resulted in increased stock-based compensation of $189,000. We believe that research and development expenses for AngioJet System applications and related products will decrease in fiscal 2006 over fiscal 2005 levels. 17 Interest Income Interest income increased $117,000 in the three months ended October 31, 2005 to $403,000, when compared to the same period in the prior year. The increase was due to the recent interest rate increases and an increase in the amount of cash available for investments. Excess cash is invested in a professionally managed portfolio of marketable securities. We expect interest income to increase in fiscal 2006 as compared to fiscal 2005 due to positive operating cash flows and current interest rates. (Loss) Gain On Sale of Securities Loss on sales of securities was $6,000 for the three months ended October 31, 2005. Gain on sales of securities was $18,000 for the three months ended October 31, 2004. The losses in fiscal 2005 were due to interest rate increases that reduced the fair market value of the investments in marketable securities. Future gain (loss) on sale of securities is dependent on interest rate fluctuations. Provision For Income Taxes Our effective tax rate in the three month period ending October 31, 2005, was 64 percent. On a non-GAAP basis (excluding the impact of SFAS 123 (R)) the effective tax rate was 38 percent in the current period. The increase in the GAAP effective tax rate in the current quarter is attributable to how Incentive Stock Options (or ISO's) are treated under SFAS 123 (R). There is no tax benefit recognized for ISO expense under SFAS 123(R) until there is an exercise and associated disqualifying disposition resulting in an actual tax benefit for the Company. Non-Qualified stock options are fully tax effected under SFAS 123 (R) as the value is expensed over the vesting period. Approximately 70 percent of our outstanding options at this time are ISO's so the impact on Possis Medical is significant. This new ISO tax treatment under 123 (R) reduced earnings by $0.01 per share in the current quarter. We became profitable in the third quarter of fiscal 2001 and has maintained profitability since. In fiscal 2005 and 2004, we increased our deferred tax asset by an additional $466,000 and $2,578,000, respectively. These increases were related to tax benefits from disqualified stock options that are recorded directly in the Consolidated Statement of Changes in Shareholders' Equity. Management believes the remaining valuation allowance of $690,000 is necessary as it is more likely than not that $690,000 of the deferred tax asset will not be realizable due to the expiration of research and development tax credits. Liquidity and Capital Resources Our cash, cash equivalents and marketable securities totaled approximately $44,770,000 at October 31, 2005 versus $44,427,000 at July 31, 2005. During the three months ended October 31, 2005, we generated $2,011,000 of cash from operating activities, which resulted primarily from $266,000 net income, depreciation of $615,000, a decrease in deferred tax assets of $364,000, a decrease in accounts receivable of $84,000, a decrease in prepaid expenses and other assets of $205,000 and an increase in accounts payable of $691,000. These sources of cash from operations were partially offset by cash used to fund an increase in inventories of $281,000, and a decrease in accrued liabilities of $703,000. We depreciate company-owned drive units at customer locations, as well as property and equipment. The decrease in the deferred tax asset was due to the utilization of the net operating loss carry-forwards to offset current taxes payable. The increase in accounts payable was due to the timing of payments. Inventory increased as new catheter models were released during the first quarter. The decreases in accrued liabilities were due to the timing of payments. This decrease included the payment of fiscal 2005 corporate incentives in September 2005. Cash used in investing activities was $1,974,000 including the net purchase of marketable securities of $1,378,000 and the purchase of $596,000 of property and equipment. 18 Net cash used in financing activities was $890,000, which resulted from the repurchase of 99,600 shares of our stock in open market transactions for $1,093,000, offset by the cash received in connection with the exercise of stock options of $212,000. We expect our cash on hand and funds from operations to be sufficient to cover both short-term and long-term operating requirements of its current AngioJet business and the repurchase of its common stock as authorized by the Board of Directors. Off-Balance Sheet Obligations The Company does not have any material off-balance-sheet arrangements. Outlook We expect overall revenue from the AngioJet System, primarily in the United States, will be in the range of $66 million to $70 million in fiscal 2006. Gross margin as a percent of sales for fiscal 2006 is expected to be in the low to mid-seventies. We expect selling, general and administrative expenses to increase from fiscal 2005 levels. Research and development expense levels are dependent upon the continuing development of its current products and investment in the development of new AngioJet System thrombectomy applications and related products, including clinical trials. Including the impact of stock-based compensation expense, we anticipates net income per diluted share of $0.16 to $0.24 for fiscal 2006. The Company anticipates second-quarter revenue to be approximately $15.7 to $16.1 million and net income in the range of $0.01 to $0.03 per diluted share. The impact of expensing stock-based compensation per SFAS 123(R) is anticipated to be approximately $0.05 per diluted share for the second quarter and approximately $0.18 per diluted share for fiscal year 2006. Forward-Looking Statements Certain statements made in Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Form 10-Q, and particularly the statements made in the section captioned "Outlook," are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to among other things, financial projections such as anticipated gross margins, overall revenue, expected expense levels, anticipated revenue increases and investment levels. Forward-looking statements in this 10-Q are based on the Company's current expectations and assumptions and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. Factors that could affect the realization of forward-looking statements include: o changes in clinical and market acceptance of our products; o changes in the health care industry generally, such as restrictions imposed on sales time at interventional labs; consolidation of industry participants, cost containment and trends toward managed care; o changes in supplier requirements by group purchasing organizations; o unanticipated costs or other difficulties and uncertainties associated with lengthy and costly new product development and regulatory clearance processes; o changes in governmental laws and regulations; o changes in reimbursement; o the development of new competitive products such as inexpensive aspiration devices, combined aspiration/occlusion products and compounds that may make our products obsolete; o sudden restrictions in supply of key materials; o the effectiveness of our sales and marketing efforts in re-establishing coronary product usage, o our ability to effectively manage new product development timelines, o our ability to effectively manage marketing and investigational device exempt clinical trials 19 o our ability to generate suitable clinical registry data to support growing use of the AngioJet in coronary applications, o our the ability to obtain additional regulatory approvals on a timely basis; o our ability to obtain regulatory clearance in new foreign markets and o our ability to retain and motivate skilled employees, especially for sales positions. Undue reliance should not be placed on forward-looking statements, which speak only as of the date made. Any or all forward-looking statements in this report and in any other public statements we make may turn out to be inaccurate or false. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Except as required by federal securities laws, we undertake no obligation to update any forward-looking statement. A discussion of these and other factors that could impact our future results are set forth in the risk factors included in the Company's Form 10-K for the year ended July 31, 2005 as filed with the Securities and Exchange Commission. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We invest our excess cash in a professionally managed, institutional fixed income portfolio of short duration. The market risk on a diversified portfolio of relatively short duration is minimal, while enhancing returns above money market levels. The product sales for the Company's foreign subsidiary are in U.S. Dollars ("USD") except for product sales in Germany, which are in euro's. The German product sales were minimal during the first quarter. The Company has a foreign bank account in which the German product sales receipts are deposited and immediately transferred to the operating bank account in the United States. The balance in the German bank account was zero as of October 31, 2005. ITEM 4. CONTROLS AND PROCEDURES Evaluation of disclosure controls and procedures - ------------------------------------------------ Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure. Changes in internal control over financial reporting - ---------------------------------------------------- During the fiscal quarter ended October 31, 2005, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION ITEM 1 LEGAL PROCEEDINGS We were served with a shareholder lawsuit that was filed with the Minnesota Federal District Court on June 3, 2005, alleging that Possis Medical, Inc. and named individual officers violated federal securities laws during a period beginning in 2002. The Complaint seeks class action status and unspecified damages. We believe that the allegations of the lawsuit are without merit and are contesting the lawsuit vigorously. We do not believe that the amount of any potential liability associated with these matters can be estimated at this time, 20 but an unfavorable resolution of these matters could have a material adverse effect on our results of operations, financial condition or cash flows. ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Company Repurchases of Equity Securities - --------------------------------- ---------------------- ----------------------- -------------------- -------------------------- (d) Maximum Number (or Approximate Dollar (c) Total Number of Value) of Shares that Shares Purchased as Part May Yet Be Purchased (a) Total Number of (b) Average Price of Publicly Announced Under the Plans or Period Shares Purchased Paid per Share Plans or Programs Programs - --------------------------------- ---------------------- ----------------------- -------------------- -------------------------- August 1, 2005 to - - - - August 31, 2005 - --------------------------------- ---------------------- ----------------------- -------------------- -------------------------- September 1, 2005 to September 30, 2005 89,600 $10.97 89,600 - --------------------------------- ---------------------- ----------------------- -------------------- -------------------------- October 1, 2005 to October 31, 2005 10,000 $11.06 10,000 $12,067,000 - --------------------------------- ---------------------- ----------------------- -------------------- -------------------------- Total 99,600 $10.98 99,600 $12,067,000 - --------------------------------- ---------------------- ----------------------- -------------------- -------------------------- The Company repurchased an aggregate of 99,600 shares of its common stock pursuant to the repurchase program that it publicly announced on February 23, 2005 providing for the repurchase of shares having a value of up to $15,000,000 through December 2006. The shares were purchased in open market transactions. ITEM 6. EXHIBITS Exhibits Certain of the following exhibits are incorporated by reference from prior filings. The form with which each exhibit was filed and the date of filing are indicated below. Exhibit Description ----------------- --------------------------------------------------------- 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 21 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. POSSIS MEDICAL, INC. DATE: December 9, 2005 By: /s/ Robert G. Dutcher ------------------------------ ROBERT G. DUTCHER Chairman, President and Chief Executive Officer DATE: December 9, 2005 By: /s/ Jules L. Fisher ------------------------------ JULES L. FISHER Vice President of Finance and Chief Financial Officer 22 EXHIBIT INDEX Certain of the following exhibits are incorporated by reference from prior filings. The form with which each exhibit was filed and the date of filing are indicated below. Exhibit Description ----------------- --------------------------------------------------------- 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 23