UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| x |
Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 |
For the Quarterly period ended November 30, 2004
| ¨ |
Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File No. 0-12240
BIO-LOGIC SYSTEMS CORP.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 36-3025678 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) | |
| One Bio-logic Plaza, Mundelein, Illinois | 60060 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrants Telephone Number, Including Area Code (847-949-5200)
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report): not applicable
Indicate by check x 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 x whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
| Class |
Outstanding at January 11, 2005 | |
| Common Stock $.01 par value | 4,263,423 |
| Page | ||||||
| Part I. |
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| Item 1. |
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| Condensed Consolidated Balance Sheets at November 30, 2004 (Unaudited) and February 29, 2004 |
3 | |||||
| 4 | ||||||
| 5 | ||||||
| Notes to Unaudited Condensed Consolidated Financial Statements (Unaudited) |
6 | |||||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
11 | ||||
| Item 3. |
16 | |||||
| Item 4. |
16 | |||||
| Part II. |
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| Item 1. |
16 | |||||
| Item 6. |
17 | |||||
| 18 | ||||||
2
Condensed Consolidated Balance Sheets
(Unaudited)
(In Thousands)
| November 30, 2004 |
February 29, 2004 | |||||
| ASSETS |
||||||
| CURRENT ASSETS: |
||||||
| Cash and cash equivalents |
$ | 15,037 | $ | 12,750 | ||
| Accounts receivable, net |
5,749 | 6,279 | ||||
| Inventories, net |
2,308 | 1,908 | ||||
| Prepaid expenses |
282 | 498 | ||||
| Deferred income taxes |
1,261 | 1,520 | ||||
| Total current assets |
24,637 | 22,955 | ||||
| PROPERTY, PLANT AND EQUIPMENT - Net |
2,225 | 2,051 | ||||
| INTANGIBLE ASSETS-Net |
1,742 | 1,584 | ||||
| OTHER ASSETS |
366 | 78 | ||||
| OTHER RECEIVABLES |
| 526 | ||||
| TOTAL ASSETS |
$ | 28,970 | $ | 27,194 | ||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||
| CURRENT LIABILITIES: |
||||||
| Accounts payable |
$ | 1,945 | $ | 1,357 | ||
| Accrued salaries and payroll taxes |
1,452 | 1,519 | ||||
| Accrued other expenses |
1,586 | 1,740 | ||||
| Accrued income taxes |
| 358 | ||||
| Deferred revenue |
1,221 | 1,269 | ||||
| Total current liabilities |
6,204 | 6,243 | ||||
| DEFERRED INCOME TAXES |
783 | 672 | ||||
| Total liabilities |
6,987 | 6,915 | ||||
| COMMITMENTS |
| | ||||
| STOCKHOLDERS EQUITY: |
||||||
| Common stock, $.01 par value; authorized, 10,000,000 shares; 4,315,473 issued and 4,240,473 outstanding at November 30, 2004; 4,246,921 issued and 4,171,921 outstanding at February 29, 2004; |
43 | 43 | ||||
| Additional paid-in capital |
5,374 | 5,159 | ||||
| Retained earnings |
16,933 | 15,444 | ||||
| Stockholders equity before treasury stock |
22,350 | 20,646 | ||||
| Less treasury stock, at cost: 75,000 shares at November 30, 2004 and February 29, 2004 |
367 | 367 | ||||
| Total stockholders equity |
21,983 | 20,279 | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 28,970 | $ | 27,194 | ||
The accompanying notes are an integral part of these statements.
3
Condensed Consolidated Statement of Operations and Retained Earnings
(Unaudited)
(In Thousands, Except Per Share Data)
| Three Months Ended November 30, |
Nine Months Ended November 30, | |||||||||||||
| 2004 |
2003 |
2004 |
2003 | |||||||||||
| NET SALES |
$ | 7,765 | $ | 6,962 | $ | 22,257 | $ | 20,208 | ||||||
| COST OF SALES |
2,775 | 2,431 | 7,542 | 6,746 | ||||||||||
| Gross Profit |
4,990 | 4,531 | 14,715 | 13,462 | ||||||||||
| OPERATING EXPENSES: |
||||||||||||||
| Selling, general & administrative |
3,183 | 2,918 | 9,518 | 8,868 | ||||||||||
| Research & development |
1,094 | 1,000 | 3,372 | 3,143 | ||||||||||
| Total operating expenses |
4,277 | 3,918 | 12,890 | 12,011 | ||||||||||
| OPERATING INCOME |
713 | 613 | 1,825 | 1,451 | ||||||||||
| OTHER INCOME (EXPENSE): |
||||||||||||||
| Interest income |
34 | 39 | 94 | 77 | ||||||||||
| Interest expense |
(8 | ) | | (16 | ) | | ||||||||
| Miscellaneous |
| | 1 | 2 | ||||||||||
| Total other income |
26 | 39 | 79 | 79 | ||||||||||
| INCOME BEFORE INCOME TAXES |
739 | 652 | 1,904 | 1,530 | ||||||||||
| PROVISION FOR INCOME TAXES |
67 | 70 | 415 | 274 | ||||||||||
| NET INCOME |
$ | 672 | $ | 582 | $ | 1,489 | $ | 1,256 | ||||||
| RETAINED EARNINGS, BEGINNING OF PERIOD |
16,261 | 14,236 | 15,444 | 13,562 | ||||||||||
| RETAINED EARNINGS, END OF PERIOD |
$ | 16,933 | $ | 14,818 | $ | 16,933 | $ | 14,818 | ||||||
| EARNINGS PER SHARE: |
||||||||||||||
| Basic |
$ | 0.16 | $ | 0.14 | $ | 0.35 | $ | 0.30 | ||||||
| Diluted |
$ | 0.15 | $ | 0.13 | $ | 0.32 | $ | 0.28 | ||||||
The accompanying notes are an integral part of these statements.
4
Condensed Consolidated Statement of Cash Flows
(Unaudited)
(In Thousands)
| Nine Months Ended November 30, |
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| 2004 |
2003 |
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| CASH FLOWS FROM OPERATING ACTIVITIES: |
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| Net income |
$ | 1,489 | $ | 1,256 | ||||
| Adjustments to reconcile net income to net cash flows provided by operating activities: |
||||||||
| Depreciation and amortization |
521 | 584 | ||||||
| Deferred income tax provision |
371 | | ||||||
| (Increases) decreases in assets: |
||||||||
| Accounts receivable |
530 | 428 | ||||||
| Inventories |
(400 | ) | 594 | |||||
| Prepaid expenses |
216 | 100 | ||||||
| Increases (decreases) in liabilities: |
||||||||
| Accounts payable |
588 | (1,165 | ) | |||||
| Accrued liabilities and deferred revenue |
(269 | ) | 280 | |||||
| Accrued income taxes |
(358 | ) | (385 | ) | ||||
| Net cash flows provided by operating activities |
2,688 | 1,692 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Capital expenditures |
(420 | ) | (221 | ) | ||||
| Intangible assets |
(434 | ) | (373 | ) | ||||
| Other assets |
(288 | ) | 428 | |||||
| Other receivables |
526 | | ||||||
| Net cash flows used in investing activities |
(616 | ) | (166 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Proceeds from exercise of stock options |
215 | 14 | ||||||
| Net cash flows provided by financing activities |
215 | 14 | ||||||
| INCREASE IN CASH AND CASH EQUIVALENTS |
2,287 | 1,540 | ||||||
| CASH AND CASH EQUIVALENTS - Beginning of period |
12,750 | 10,678 | ||||||
| CASH AND CASH EQUIVALENTS - End of period |
$ | 15,037 | $ | 12,218 | ||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOWS: |
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| Cash paid during the period for: |
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| Income taxes (net of refunds) |
$ | 418 | $ | 705 | ||||
The accompanying notes are an integral part of these statements.
5
Bio-logic Systems Corp. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
(Unaudited)
These unaudited interim condensed consolidated financial statements of Bio-logic Systems Corp. (the Company, we or us) were prepared under the rules and regulations for reporting on Form 10-Q. Accordingly, we omitted some information and footnote disclosures normally accompanying the annual financial statements. You should read these interim financial statements and notes in conjunction with our audited consolidated financial statements and their notes included in our Annual Report on Form 10-K for the fiscal year ended February 29, 2004, as filed with the Securities and Exchange Commission on June 1, 2004 (the Annual Report). In our opinion, the unaudited condensed consolidated financial statements include all adjustments necessary for a fair statement of the results of operations, financial position and cash flows for the interim periods. All adjustments were of a normal recurring nature. Operating results for the three and nine months ended November 30, 2004 are not necessarily indicative of the results that may be expected for the fiscal year ending February 28, 2005. For additional information, refer to the Annual Report.
Consolidation - The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned domestic subsidiaries, Neuro Diagnostics, Inc. and Bio-logic International Corp., and its wholly-owned foreign subsidiary, Bio-logic Systems Corp., Ltd. All significant intercompany balances and transactions have been eliminated in consolidation.
Cash and Cash Equivalents - Cash equivalents include all highly liquid investments purchased with average maturities of three months or less.
Accounts Receivable - The majority of the Companys accounts receivable are due from companies in the medical and health care industries. Credit is extended based on evaluation of a customers financial condition. New non-institutional customers are generally subject to a deposit. Accounts receivable are stated at amounts due from customers net of an allowance for doubtful accounts, and are generally due within 30 days for domestic customers and 60 days for international customers. Accounts outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance by considering a number of factors, including the length of time trade accounts receivable are past due and the Companys previous loss history. The Company writes off accounts receivable when they are determined to be uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. Charges for doubtful accounts are recorded in selling, general and administrative expenses.
Inventories - Inventories consist principally of components, parts and supplies, and are stated at the lower of cost, determined by the First-in, First-out method, or market. Inventories (in thousands) consist of the following:
| November 30, 2004 |
February 29, 2004 | |||||
| Raw Materials |
$ | 1,622 | $ | 1,245 | ||
| Work In Process |
1,228 | 1,060 | ||||
| Finished Goods |
451 | 263 | ||||
| Gross Inventory |
3,301 | 2,568 | ||||
| Less Reserves |
993 | 660 | ||||
| Net Inventory |
$ | 2,308 | $ | 1,908 | ||
Property, Plant and Equipment - Property, plant and equipment are stated at cost. The cost of maintenance and repairs is charged to income as incurred, and significant renewals and betterments are capitalized. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets ranging from three years to forty years.
Intangible Assets - Intangible assets consist primarily of capitalized software costs for research and development, as well as certain patent, trademark and lice