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 AND EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2005
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 000-33001
NATUS MEDICAL INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 77-0154833 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1501 Industrial Road, San Carlos, CA 94070
(Address of principal executive offices) (Zip Code)
(650) 802-0400
(Registrants 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 and Exchange Act of 1934 during the preceding 12 months (or for 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 ¨ No x
The number of issued and outstanding shares of the registrants Common Stock, $0.001 par value, as of May 5, 2005, was 17,228,671.
TABLE OF CONTENTS
| Page No. | ||||
| PART I. |
3 | |||
| Item 1. |
3 | |||
| Condensed Consolidated Balance Sheets as of March 31, 2005 (unaudited) and December 31, 2004 |
3 | |||
| 4 | ||||
| 5 | ||||
| 6 | ||||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
11 | ||
| Item 3. |
30 | |||
| Item 4. |
31 | |||
| PART II. |
32 | |||
| Item 2. |
32 | |||
| Item 6. |
32 | |||
| 33 | ||||
2
NATUS MEDICAL INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
| March 31, 2005 |
December 31, 2004(1) |
|||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 26,154 | $ | 16,239 | ||||
| Short-term investments |
11,659 | 19,504 | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $481 and $472 |
5,426 | 6,640 | ||||||
| Inventories |
3,474 | 4,347 | ||||||
| Prepaid expenses and other current assets |
581 | 625 | ||||||
| Total current assets |
47,294 | 47,355 | ||||||
| Property and equipment, net |
2,514 | 2,503 | ||||||
| Deposits and other assets |
32 | 32 | ||||||
| Intangible assets |
6,674 | 6,848 | ||||||
| Goodwill |
2,522 | 2,519 | ||||||
| Total assets |
$ | 59,036 | $ | 59,257 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
| Liabilities: |
||||||||
| Accounts payable |
$ | 616 | $ | 1,947 | ||||
| Accrued liabilities |
4,090 | 4,303 | ||||||
| Deferred revenue |
357 | 279 | ||||||
| Total current liabilities |
5,063 | 6,529 | ||||||
| Commitments and contingencies |
||||||||
| Stockholders equity: |
||||||||
| Common stock, $0.001 par value, 120,000,000 shares authorized; shares issued and outstanding: 17,171,812 and 17,140,339 |
89,541 | 89,373 | ||||||
| Accumulated deficit |
(35,992 | ) | (36,902 | ) | ||||
| Accumulated other comprehensive income |
424 | 257 | ||||||
| Total stockholders equity |
53,973 | 52,728 | ||||||
| Total liabilities and stockholders equity |
$ | 59,036 | $ | 59,257 | ||||
| (1) | Derived from the consolidated audited financial statements at December 31, 2004. |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
NATUS MEDICAL INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
| Three Months Ended March 31, |
|||||||
| 2005 |
2004 |
||||||
| Revenue |
$ | 9,702 | $ | 8,571 | |||
| Cost of revenue |
3,870 | 3,758 | |||||
| Gross margin |
5,832 | 4,813 | |||||
| Operating expenses: |
|||||||
| Marketing and selling |
2,605 | 2,971 | |||||
| Research and development |
993 | 906 | |||||
| General and administrative |
1,363 | 1,369 | |||||
| Total operating expenses |
4,961 | 5,246 | |||||
| Income (loss) from operations |
871 | (433 | ) | ||||
| Interest income |
183 | 97 | |||||
| Interest expense |
| (3 | ) | ||||
| Other income, net |
9 | 76 | |||||
| Income (loss) before provision for income taxes |
1,063 | (263 | ) | ||||
| Provision for income taxes |
153 | 1 | |||||
| Income (loss) from continuing operations |
910 | (264 | ) | ||||
| Discontinued operations |
| (183 | ) | ||||
| Net income (loss) |
$ | 910 | $ | (447 | ) | ||
| Earnings (loss) per share: |
|||||||
| Basic: |
|||||||
| Continuing operations |
$ | 0.05 | $ | (0.02 | ) | ||
| Discontinued operations |
$ | | $ | (0.01 | ) | ||
| Net income (loss) |
$ | 0.05 | $ | (0.03 | ) | ||
| Diluted: |
|||||||
| Continuing operations |
$ | 0.05 | $ | (0.02 | ) | ||
| Discontinued operations |
$ | | $ | (0.01 | ) | ||
| Net income (loss) |
$ | 0.05 | $ | (0.03 | ) | ||
| Weighted average shares used in the calculation of net income (loss) per share |
|||||||
| Basic |
17,156 | 16,579 | |||||
| Diluted |
18,435 | 16,579 | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
NATUS MEDICAL INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Three Months Ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| Operating activities: |
||||||||
| Net income (loss) |
$ | 910 | $ | (447 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||
| Accounts receivable reserves |
9 | 15 | ||||||
| Inventory reserves |
| 159 | ||||||
| Depreciation and amortization |
464 | 376 | ||||||
| Amortization of deferred stock compensation |
| 15 | ||||||
| Loss on disposal of assets |
| 47 | ||||||
| Warranty reserve |
37 | 67 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
1,205 | 1,241 | ||||||
| Inventories |
873 | 802 | ||||||
| Prepaid expenses and other current assets |
44 | (134 | ) | |||||
| Accounts payable |
(1,331 | ) | (116 | ) | ||||
| Accrued liabilities |
(250 | ) | 137 | |||||
| Deferred revenue |
78 | (174 | ) | |||||
| Net cash provided by operating activities |
2,039 | 1,988 | ||||||
| Investing activities: |
||||||||
| Acquisition of property and equipment |
(302 | ) | (604 | ) | ||||
| Purchases of short-term investments |
26,000 | (17,491 | ) | |||||
| Sales of short-term investments |
(18,155 | ) | 15,427 | |||||
| Net cash provided by (used in) investing activities |
7,543 | (2,668 | ) | |||||
| Financing activities: |
||||||||
| Issuance of common stock |
168 | 105 | ||||||
| Purchase of treasury stock |
| (307 | ) | |||||
| Net cash provided by (used in) financing activities |
168 | (202 | ) | |||||
| Exchange rate effect on cash and cash equivalents |
165 | 49 | ||||||
| Net increase (decrease) in cash and cash equivalents |
9,915 | (833 | ) | |||||
| Cash and cash equivalents, beginning of period |
16,239 | 9,435 | ||||||
| Cash and cash equivalents, end of period |
$ | 26,154 | $ | 8,602 | ||||
| Supplemental disclosure of cash flow information: |
||||||||
| Cash paid for interest |
$ | | $ | 3 | ||||
| Cash paid for income taxes |
$ | 41 | $ | 1 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1Basis of Presentation
The accompanying interim condensed consolidated financial statements of Natus Medical Incorporated (Natus, we, us, or the Company) have been prepared in accordance with accounting principles generally accepted in the United Sates of America (GAAP). The accounting policies followed in the preparation of the interim condensed consolidated financial statements are consistent in all material respects with those presented in Note 1 to the consolidated financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2004.
Interim financial reports are prepared in accordance with the rules and regulations of the Securities and Exchange Commission, accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The interim financial information is unaudited, but reflects all normal adjustments that are, in the opinion of management, necessary for fair presentation of our financial position, results of operations, and cash flows for the periods presented. Operating results for the three months ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries; significant intercompany transactions have been eliminated.
Comprehensive Income (Loss)
The following are the components of comprehensive income (loss) (in thousands):
| Three Months Ended March 31, |
|||||||
| 2005 |
2004 |
||||||
| Income (loss) |
$ | 910 | $ | (447 | ) | ||
| Unrealized gain (loss) on available-for-sale securities |
4 | 75 | |||||
| Foreign currency translation adjustment |
163 | 55 | |||||
| Comprehensive income (loss) |
$ | 1,077 | $ | (317 | ) | ||
2Inventories
Inventories consisted of (in thousands):
| March 31, 2005 |
December 31, 2004 | |||||
| Raw materials and subassemblies |
$ | 1,810 | $ | 1,968 | ||
| Finished goods |
1,664 | 2,379 | ||||
| Total |
$ | 3,474 | $ | 4,347 | ||
The balances at March 31, 2005 and December 31, 2004 reflect valuation reserves of approximately $456,000 and $518,000, respectively, related primarily to inventory deemed to have a fair market value less that cost.
3Reserve For Product Warranties
The Company provides a one-year warranty on all medical device products. The Company also sells extended service agreements on its medical device products. Service for domestic customers is provided by a
6
NATUS MEDICAL INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
3Reserve For Product Warranties (continued)
company-owned service center that performs all service, repair, and calibration services. Service for international customers is provided by a combination of company-owned facilities and third-party vendors on a contract basis.
The Company has accrued a warranty reserve, included in accrued liabilities on the accompanying balance sheets, for the expected future costs of servicing products during the initial one-year warranty period. Amounts are added to the reserve on a per-unit basis by reference to historical experience in honoring warranty obligations. On new products, where the Company does not have historical experience of the cost to honor warranties, additions to the reserve are based on a combination of factors including the standard cost of the product and other judgments, such as the degree to which the product incorporates new technology. As warranty costs are incurred, they are relieved from the reserve.
Activity in the warranty reserve during the three months ended March 31, 2005 and 2004 was as follows:
| Three Months Ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| BalanceBeginning of period |
$ | 253 | $ | 298 | ||||
| Aggregate changes in accruals related to new warranties |
37 | 67 | ||||||
| Aggregate reductions for repairs under warranty |
(49 | ) | (32 | ) | ||||
| BalanceEnd of period |
$ | 241 | $ | 333 | ||||
4Basic and Diluted Net Income (Loss) Per Common Share
The Company computes net income (loss) per share in accordance with Statement of Financial Accounting Standards (SFAS) No. 128, Earnings per Share. Basic net income (loss) per share is based upon the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is based upon the weighted average number of common shares outstanding and dilutive common stock equivalents during the period. Common stock equivalents are options under the Companys stock option plan and are calc