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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the period ended December 31, 2007
o 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 : 0-50914
BIOTEL INC.
(Exact name of registrant as specified in its charter)
Minnesota | 41-1427114 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1285 Corporate Center Drive, Suite 150
Eagan, MN 55121
(Address of principal executive offices, including zip code)
(651) 286-8620
(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.
Indicate by check mark whether the registrant is shell company (as defined in Rule 12b-2 of the Exchange Act)
The number of shares of registrant’s common stock, par value $0.01 per share, outstanding as of September 30, 2007, was 2,673,827.
Transitional Small Business Disclosure Format (check one):
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Part I
BIOTEL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| | December 31, 2007 Unaudited | | June 30, 2007 Audited | |
| | | | | | | |
ASSETS | | | | | | | |
CURRENT ASSETS: | | | | | | | |
Cash and cash equivalents | | $ | 266,561 | | $ | 508,314 | |
Trade accounts receivable, net of allowance for doubtful accounts of $43,277 and $35,707 at December 31, 2007 and June 30, 2007, respectively | | | 2,087,902 | | | 1,966,415 | |
Inventories, net | | | 1,465,663 | | | 1,122,259 | |
Deferred tax asset | | | 200,342 | | | 200,342 | |
Prepaid expenses | | | 179,479 | | | 184,149 | |
| | | | | | | |
Total Current Assets | | | 4,199,947 | | | 3,981,479 | |
| | | | | | | |
PROPERTY, PLANT & EQUIPMENT, Net | | | 823,903 | | | 704,327 | |
| | | | | | | |
OTHER ASSETS: | | | | | | | |
Goodwill | | | 695,551 | | | 695,551 | |
Other assets | | | 12,400 | | | 12,400 | |
| | | | | | | |
Total Other Assets | | | 707,951 | | | 707,951 | |
| | | | | | | |
| | $ | 5,731,801 | | $ | 5,393,757 | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
| | | | | | | |
CURRENT LIABILITIES: | | | | | | | |
Trade accounts payable | | | 672,549 | | | 678,094 | |
Accrued payroll and related liabilities | | | 211,185 | | | 243,766 | |
Deferred service contract revenue | | | 142,454 | | | 177,969 | |
Other accrued expenses | | | 269,377 | | | 277,488 | |
Accrued income taxes | | | 103,045 | | | 83,940 | |
| | | | | | | |
Total Current Liabilities | | | 1,398,610 | | | 1,461,257 | |
| | | | | | | |
COMMITMENTS AND CONTINGENCIES | | | — | | | — | |
| | | | | | | |
STOCKHOLDERS’ EQUITY: | | | | | | | |
Preferred stock, $.01 stated value; 2,000,000 shares authorized; no shares issued | | | — | | | — | |
Common stock, $.01 stated value; 10,000,000 shares authorized; 2,673,827 shares issued | | | 26,738 | | | 26,738 | |
Additional paid-in capital | | | 2,067,960 | | | 2,043,175 | |
Retained earnings | | | 2,238,493 | | | 1,862,587 | |
| | | | | | | |
Total Stockholders’ Equity | | | 4,333,191 | | | 3,932,500 | |
| | | | | | | |
| | $ | 5,731,801 | | $ | 5,393,757 | |
See notes to consolidated financial statements which are an integral part of these statements.
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BIOTEL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Unaudited
| | For the three months ended December 31, | |
| | 2007 | | 2006 | |
| | | | | | | |
SALES AND SERVICES | | $ | 2,859,069 | | $ | 2,705,159 | |
| | | | | | | |
COST OF SALES AND SERVICES | | | 1,581,432 | | | 1,616,644 | |
| | | | | | | |
GROSS PROFIT | | | 1,277,637 | | | 1,088,515 | |
| | | | | | | |
OPERATING EXPENSES | | | | | | | |
Selling and administrative expenses | | | 618,255 | | | 561,663 | |
Research and development | | | 343,753 | | | 332,130 | |
| | | | | | | |
Total operating expenses | | | 962,008 | | | 893,793 | |
| | | | | | | |
INCOME FROM OPERATIONS | | | 315,629 | | | 194,722 | |
| | | | | | | |
OTHER INCOME (EXPENSE) | | | | | | | |
Interest income | | | 4,187 | | | 1,275 | |
Interest expense | | | (187 | ) | | (9,309 | ) |
Miscellaneous | | | 951 | | | (198 | ) |
| | | | | | | |
Total other income (expense) | | | 4,951 | | | (8,232 | ) |
| | | | | | | |
NET INCOME BEFORE | | | | | | | |
PROVISION FOR INCOME TAXES | | | 320,580 | | | 186,490 | |
| | | | | | | |
PROVISION FOR INCOME TAXES | | | 114,571 | | | 66,781 | |
| | | | | | | |
NET INCOME | | $ | 206,009 | | $ | 119,709 | |
| | | | | | | |
INCOME PER SHARE | | | | | | | |
BASIC | | $ | 0.08 | | $ | 0.05 | |
DILUTED | | $ | 0.07 | | $ | 0.04 | |
See notes to consolidated financial statements which are an integral part of these statements.
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BIOTEL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Unaudited
| | For the six months ended December 31, | |
| | 2007 | | 2006 | |
| | | | | | | |
SALES AND SERVICES | | $ | 5,609,848 | | $ | 5,128,727 | |
| | | | | | | |
COST OF SALES AND SERVICES | | | 3,077,175 | | | 3,053,423 | |
| | | | | | | |
GROSS PROFIT | | | 2,532,673 | | | 2,075,304 | |
| | | | | | | |
OPERATING EXPENSES | | | | | | | |
Selling and administrative expenses | | | 1,202,636 | | | 1,180,379 | |
Research and development | | | 753,009 | | | 703,117 | |
| | | | | | | |
Total operating expenses | | | 1,955,645 | | | 1,883,496 | |
| | | | | | | |
INCOME FROM OPERATIONS | | | 577,028 | | | 191,808 | |
| | | | | | | |
OTHER INCOME (EXPENSE) | | | | | | | |
Interest income | | | 8,465 | | | 1,738 | |
Interest expense | | | (285 | ) | | (20,866 | ) |
Miscellaneous | | | 1,888 | | | 693 | |
| | | | | | | |
Total other income (expense) | | | 10,068 | | | (18,435 | ) |
| | | | | | | |
NET INCOME BEFORE | | | | | | | |
PROVISION FOR INCOME TAXES | | | 587,096 | | | 173,373 | |
| | | | | | | |
PROVISION FOR INCOME TAXES | | | 211,190 | | | 64,505 | |
| | | | | | | |
NET INCOME | | $ | 375,906 | | $ | 108,868 | |
| | | | | | | |
INCOME PER SHARE | | | | | | | |
BASIC | | $ | 0.14 | | $ | 0.04 | |
DILUTED | | $ | 0.13 | | $ | 0.04 | |
See notes to consolidated financial statements which are an integral part of these statements.
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BIOTEL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
| | For the six months ended December 31, | |
| | 2007 | | 2006 | |
| | | | | | | |
OPERATING ACTIVITIES | | | | | | | |
Net income | | $ | 375,906 | | $ | 108,868 | |
Adjustments to reconcile net income to net cash provided by operating activities | | | | | | | |
Depreciation and amortization | | | 130,384 | | | 159,518 | |
Stock-based compensation | | | 24,785 | | | 40,760 | |
Increase in allowance for doubtful accounts | | | 7,570 | | | 5,230 | |
Increase (decrease) in inventory valuation allowance | | | (3,924 | ) | | 10,528 | |
Loss on disposal of fixed assets | | | — | | | 488 | |
Changes in deferred and accrued amounts | | | | | | | |
Trade accounts receivable | | | (129,057 | ) | | 462,620 | |
Prepaid expenses | | | 4,670 | | | (28,366 | ) |
Inventories | | | (339,480 | ) | | (51,202 | ) |
Other assets | | | — | | | (1,181 | ) |
Trade accounts payable | | | (5,545 | ) | | 37,213 | |
Accrued payroll and related liabilities | | | (32,581 | ) | | (6,262 | ) |
Other accrued expenses | | | (8,111 | ) | | (19,582 | ) |
Deferred service contract revenue | | | (35,515 | ) | | (6,524 | ) |
Income taxes payable | | | 19,105 | | | (145,549 | ) |
| | | | | | | |
Net cash provided by operating activities | | | 8,207 | | | 566,559 | |
| | | | | | | |
INVESTING ACTIVITIES | | | | | | | |
Purchases of property and equipment | | | (249,960 | ) | | (255,115 | ) |
Proceeds from sale of property and equipment | | | — | | | 7,500 | |
| | | | | | | |
Net cash used for investing activities | | | (249,960 | ) | | (247,615 | ) |
| | | | | | | |
FINANCING ACTIVITIES | | | | | | | |
Net change on line of credit | | | — | | | (110,000 | ) |
Payments of long-term debt | | | — | | | (158,346 | ) |
| | | | | | | |
Net cash used for financing activities | | | — | | | (268,346 | ) |
| | | | | | | |
Net change in cash and cash equivalents | | | (241,753 | ) | | 50,598 | |
| | | | | | | |
CASH AND CASH EQUIVALENTS AS OF JUNE 30, 2007 and 2006 | | | 508,314 | | | 51,186 | |
| | | | | | | |
CASH AND CASH EQUIVALENTS AS OF DECEMBER 31, 2007 and 2006 | | $ | 266,561 | | $ | 101,784 | |
See notes to consolidated financial statements which are an integral part of these statements.
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BIOTEL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
For the six months ended December 30, 2007 and 2006
| | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Total | |
Amount | | Shares |
| | | | | | | | | | | | | | | |
Balance, June 30, 2006 | | $ | 26,498 | | 2,649,827 | | $ | 1,941,324 | | $ | 1,342,854 | | $ | 3,310,676 | |
| | | | | | | | | | | | | | | |
Stock-based compensation | | | | | | | | 40,760 | | | | | | 40,760 | |
| | | | | | | | | | | | | | | |
Net Income | | | — | | — | | | — | | | 108,868 | | | 108,868 | |
| | | | | | | | | | | | | | | |
Balance, December 30, 2006 | | $ | 26,498 | | 2,649,827 | | $ | 1,982,084 | | $ | 1,451,722 | | $ | 3,460,304 | |
| | | | | | | | | | | | | | | |
Balance, June 30, 2007 | | $ | 26,738 | | 2,673,827 | | $ | 2,043,175 | | $ | 1,862,587 | | $ | 3,932,500 | |
| | | | | | | | | | | | | | | |
Stock-based compensation | | | | | | | | 24,785 | | | | | | 24,785 | |
| | | | | | | | | | | | | | | |
Net Income | | | — | | — | | | — | | | 375,906 | | | 375,906 | |
| | | | | | | | | | | | | | | |
Balance, December 30, 2007 | | $ | 26,738 | | 2,673,827 | | $ | 2,067,960 | | $ | 2,238,493 | | $ | 4,333,191 | |
| | | | | | | | | | | | | | | |
See notes to consolidated financial statements which are an integral part of these statements.
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BIOTEL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1 – BASIS OF PRESENTATION
The unaudited interim consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in complete financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The accompanying unaudited interim consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Form 10-KSB for the fiscal year ended June 30, 2007, filed by Biotel Inc. (the “Company”) on September 28, 2007.
The information furnished reflects, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of its financial results for the interim periods presented. Interim results are subject to year end adjustments and audit by independent certified public accountants.
NOTE 2 – INVENTORIES
As of December 31 and June 30, 2007, inventories consist of the following:
| | December 31, 2007 | | June 30, 2007 | |
| | | | | | | |
Raw materials and supplies | | $ | 1,551,233 | | $ | 1,154,869 | |
Finished goods | | | 281,835 | | | 337,216 | |
Evaluation units and replacements | | | 5,644 | | | 7,147 | |
| | | | | | | |
| | | 1,838,712 | | | 1,499,232 | |
Valuation allowance | | | (373,049 | ) | | (376,973 | ) |
| | | | | | | |
| | $ | 1,465,663 | | $ | 1,122,259 | |
NOTE 3 – WARRANTY RESERVE
The Company offers warranties of up to a year to its customers depending on the specific product sold. The Company’s warranties require it to repair or replace defective products during the warranty period at no cost to the customer. The Company records a liability for estimated costs that may be incurred under its warranties based on recorded sales. Although historical warranty costs have been within expectations, there can be no assurance that future warranty costs will not exceed our expectations. The Company periodically assesses the adequacy of its recorded liability and adjusts the balance as necessary. At December 31 and June 30, 2007, the warranty reserve totaled $89,353 and $75,906, respectively. At December 31 and June 30, 2006, the warranty reserve totaled $84,043 and $97,471, respectively. Warranty reserve is included in Other Accrued Expenses. The following is a reconciliation of the aggregate warranty liability as of December 31, 2007 and 2006.
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| | December 31, 2007 | | December 31, 2006 | |
| | | | | | | |
Beginning of Period, June 30, 2007 and 2006 | | $ | 75,906 | | $ | 97,471 | |
| | | | | | | |
Claims Paid | | | (52,672 | ) | | (23,589 | ) |
Additional warranties issued and revisions in estimates of previously issued warranties | | | 66,119 | | | 10,161 | |
| | | | | | | |
End of Period, December 31, 2007 and 2006 | | $ | 89,353 | | $ | 84,043 | |
NOTE 4 – STOCK-BASED COMPENSATION
On July 1, 2006, the Company adopted the fair value recognition provision of Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 123(R), Accounting for Stock-Based Compensation, to account for compensation costs under its stock option plan. The Company previously utilized the intrinsic value method under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (as amended) (“APB 25”). Under the intrinsic value method prescribed by APB 25, no compensation costs were recognized for the Company’s stock options because the option exercise price in its plan equals the market price on the date of grant. Prior to July 1, 2006, the Company only disclosed the pro forma effects on net income and earnings per share as if the fair value recognition provisions of SFAS No. 123(R) had been utilized.
In adopting SFAS No. 123(R), the Company elected to use the modified prospective method to account for the transition from the intrinsic value method to the fair value recognition method. Under the modified prospective method, compensation cost is recognized from the adoption date forward for all new stock options granted and for any outstanding unvested awards as if the fair value method had been applied to those awards as of the date of grant.
Options to purchase shares of the Company’s common stock are granted at a price not less than 100% of the fair market value of the common stock, as determined by the Board of Directors using the best available market data, on the date the options are granted. As of December 31, 2007 and 2006, Biotel Inc. had 301,000 and 333,000 outstanding options, respectively. Currently option prices range from $.375 to $2.00 per share with a weighted average remaining contract life of 1.61 years. During the three months ended December 31, 2007 and 2006, no options were exercised. No options were exercised during the six months ended December 31, 2007 and 2006. Option vesting and expiration is determined by the Board of Directors at the time the options are awarded. No options may be awarded with an expiration greater than 10 years.
| A summary of the activity under the Company’s plan is as follows: |
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| | | | Outstanding | | Exercisable | |
| | Shares Available | | Number of Shares | | Weighted Average Exercise Price | | Number of Shares | | Weighted Average Exercise Price | |
| | | | | | | | | | | | | |
Balance at June 30, 2006 | | 322,000 | | 328,000 | | $ | 1.1898 | | 230,000 | | $ | 1.0510 | |
| | | | | | | | | | | | | |
Granted | | (10,000 | ) | 10,000 | | | | | | | | | |
Expired | | 5,000 | | (5,000 | ) | | | | | | | | |
| | | | | | | | | | | | | |
Balance at September 30, 2006 | | 317,000 | | 333,000 | | $ | 1.2260 | | 281,000 | | $ | 1.1440 | |
| | | | | | | | | | | | | |
Balance at December 31, 2006 | | 317,000 | | 333,000 | | $ | 1.2260 | | 286,500 | | $ | 1.1876 | |
|
Balance at June 30, 2007 | | 349,000 | | 301,000 | | $ | 1.2899 | | 254,500 | | $ | 1.2230 | |
| | | | | | | | | | | | | |
Balance at September 30, 2007 | | 349,000 | | 301,000 | | $ | 1.2899 | | 254,500 | | $ | 1.2230 | |
| | | | | | | | | | | | | |
Balance at December 31, 2007 | | 349,000 | | 301,000 | | $ | 1.2899 | | 293,500 | | $ | 1.2773 | |
NOTE 5 – EARNINGS PER SHARE OF COMMON STOCK
The weighted average number of shares used in the computation of basic and diluted income per common share for the three months ended December 31, 2007 was 2,673,827 and 2,854,249, respectively, and for the three months ended December 31, 2006 was 2,649,827 and 2,752,173, respectively. The weighted average number of shares used in the computation of basic and diluted income per common share for the six months ended December 31, 2007 was 2,673,827 and 2,858,582, respectively, and for the six months ended December 31, 2006 was 2,649,827 and 2,758,806, respectively.
NOTE 6 – OPERATIONS AND INDUSTRY SEGMENTS
The Company reports on two segments of business: OEM Medical Equipment Sales and Direct Medical Equipment Sales. The industry segment information corresponds with the Company’s different customer and product types and therefore complies with the requirements of SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information.
In calculating segment information, certain corporate operating expenses incurred for the benefit of all segments are included on an allocated basis. The corporate profit amount includes non-allocable general corporate expenses, interest expense and other income.
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| | Three months ended December 31, 2007 | |
| | OEM Medical Sales & Services | | Direct Medical Equipment Sales | | Corporate | | Totals | |
| | | | | | | | | | | | | |
Domestic revenues | | $ | 2,252,775 | | $ | 176,562 | | $ | — | | $ | 2,429,337 | |
International revenues | | | 352,706 | | | 77,026 | | | — | | | 429,732 | |
Revenues from external customers | | | 2,605,481 | | | 253,588 | | | — | | | 2,859,069 | |
Intersegment revenues | | | 54,013 | | | (54,013 | ) | | — | | | — | |
Interest expense | | | — | | | — | | | 187 | | | 187 | |
Income tax expense | | | 80,172 | | | 21,769 | | | 12,630 | | | 114,571 | |
Depreciation and amortization | | | 59,359 | | | 2,063 | | | 5,372 | | | 66,794 | |
Segment profit | | | 139,309 | | | 42,182 | | | 24,518 | | | 206,009 | |
Goodwill | | | 695,551 | | | — | | | — | | | 695,551 | |
Total segment assets | | | 4,992,062 | | | 159,520 | | | 580,219 | | | 5,731,801 | |
Purchase of property and equipment | | | 160,753 | | | — | | | 8,544 | | | 169,297 | |
| | Three months ended December 31, 2006 | |
| | OEM Medical Sales & Services | | Direct Medical Equipment Sales | | Corporate | | Totals | |
| | | | | | | | | | | | | |
Domestic revenues | | $ | 2,287,732 | | $ | 192,592 | | $ | — | | $ | 2,480,324 | |
International revenues | | | 171,684 | | | 53,151 | | | — | | | 224,835 | |
Revenues from external customers | | | 2,459,416 | | | 245,743 | | | — | | | 2,705,159 | |
Intersegment revenues | | | 50,795 | | | (50,795 | ) | | — | | | — | |
Interest expense | | | 318 | | | — | | | 8,991 | | | 9,309 | |
Income tax expense | | | 52,437 | | | 17,859 | | | (3,515 | ) | | 66,781 | |
Depreciation and amortization | | | 73,725 | | | 2,327 | | | 6,142 | | | 82,194 | |
Segment profit | | | 91,854 | | | 34,678 | | | (6,823 | ) | | 119,709 | |
Goodwill | | | 695,551 | | | — | | | — | | | 695,551 | |
Total segment assets | | | 4,218,548 | | | 190,983 | | | 594,371 | | | 5,003,902 | |
Purchase of property and equipment | | | 139,818 | | | — | | | — | | | 139,818 | |
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| | Six months ended December 31, 2007 | |
| | OEM Medical Sales & Services | | Direct Medical Equipment Sales | | Corporate | | Totals | |
| | | | | | | | | | | | | |
Domestic revenues | | $ | 4,533,852 | | $ | 331,027 | | $ | — | | $ | 4,864,879 | |
International revenues | | | 631,545 | | | 113,424 | | | — | | | 744,969 | |
Revenues from external customers | | | 5,165,397 | | | 444,451 | | | — | | | 5,609,848 | |
Intersegment revenues | | | 88,456 | | | (88,456 | ) | | — | | | — | |
Interest expense | | | — | | | — | | | 285 | | | 285 | |
Income tax expense | | | 142,583 | | | 39,955 | | | 28,652 | | | 211,190 | |
Depreciation and amortization | | | 115,508 | | | 4,127 | | | 10,749 | | | 130,384 | |
Segment profit | | | 242,844 | | | 77,441 | | | 55,621 | | | 375,906 | |
Goodwill | | | 695,551 | | | — | | | — | | | 695,551 | |
Total segment assets | | | 4,992,062 | | | 159,520 | | | 580,219 | | | 5,731,801 | |
Purchase of property and equipment | | | 241,416 | | | — | | | 8,544 | | | 249,960 | |
| | Six months ended December 31, 2006 | |
| | OEM Medical Sales & Services | | Direct Medical Equipment Sales | | Corporate | | Totals | |
| | | | | | | | | | | | | |
Domestic revenues | | $ | 4,311,201 | | $ | 407,286 | | $ | — | | $ | 4,718,487 | |
International revenues | | | 344,273 | | | 65,967 | | | — | | | 410,240 | |
Revenues from external customers | | | 4,655,474 | | | 473,253 | | | — | | | 5,128,727 | |
Intersegment revenues | | | 88,490 | | | (88,490 | ) | | — | | | — | |
Interest expense | | | 1,272 | | | — | | | 19,594 | | | 20,866 | |
Income tax expense | | | 24,493 | | | 35,160 | | | 4,852 | | | 64,505 | |
Depreciation and amortization | | | 142,606 | | | 4,754 | | | 12,158 | | | 159,518 | |
Segment profit | | | 50,856 | | | 68,129 | | | (10,117 | ) | | 108,868 | |
Goodwill | | | 695,551 | | | — | | | — | | | 695,551 | |
Total segment assets | | | 4,218,548 | | | 190,983 | | | 594,371 | | | 5,003,902 | |
Purchase of property and equipment | | | 253,613 | | | — | | | 1,502 | | | 255,115 | |
NOTE 7 – SUBSEQUENT EVENT
Biotel has begun the process of consolidating operations of its Braemar manufacturing facilities. Production previously done at Braemar’s King, North Carolina plant is being moved to Braemar’s Eagan, Minnesota facility, and operations will cease at the North Carolina facility as of June 30, 2008. This consolidation is expected to achieve significant cost savings for Biotel Inc.
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Item 2: | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Cautionary Statement
Statements included or incorporated by reference in this Quarterly Report on Form 10-QSB which are not historical in nature are identified as “forward looking statements” for the purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended. Biotel cautions readers that forward looking statements, including, without limitation, those relating to our future business prospects, revenues, working capital, liquidity, capital needs, interest costs and income, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward looking statements. The risks and uncertainties include, but are not limited to, economic conditions, product demand and industry capacity, competitive products and pricing, manufacturing efficiencies, new product development and market acceptance, the regulatory and trade environment and other risks indicated in filings with the Securities and Exchange Commission.
Critical Accounting Policies
The consolidated financial statements of Biotel include the accounts of Biotel Inc. and its wholly-owned subsidiaries, Braemar, Inc., Advanced Biosensor Inc. and Agility Centralized Research Services, Inc. (collectively, “Biotel”), which are all located in the United States. Significant intercompany accounts and transactions are eliminated in consolidation.
Management uses estimates and assumptions in preparing financial statements, including those assumed in computing the allowance for doubtful receivable accounts, inventory valuation allowances and warranty reserves and deferred income tax valuation allowances. Those estimates and assumptions may affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities, and reported revenues and expenses. Actual results may vary from these estimates.
At times Biotel maintains bank deposits in excess of federally insured limits. Management monitors the soundness of these financial institutions and believes Biotel’s risk is negligible.
Biotel sells its products to customers on credit in the ordinary course of business. A customer’s credit history is reviewed and must meet certain standards before credit is extended. Biotel establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.
Biotel charges the costs of advertising, except for costs associated with direct response advertising, to operating expenses as incurred. The costs of direct response advertising are capitalized and amortized over the period during which future benefits are expected to be received.
| Inventories are valued at lower of cost (using the average and first-in first-out cost methods) or market. |
Property, equipment and leasehold improvements are recorded at cost. Depreciation is calculated using the straight-line or declining-balance methods over estimated useful lives of three to ten years for equipment, three to five years for automobiles and two to five years for leasehold improvements.
Goodwill is accounted for in accordance with SFAS No. 142, Goodwill and Other Intangible Assets. Goodwill is deemed to have an indefinite useful life and is not amortized but is subject to impairment tests performed at least annually. During fiscal 2007 and 2006, Biotel performed the required impairment tests of goodwill and determined our recorded goodwill had not been impaired.
Biotel warrants its products against defects in material and workmanship for 90 days for electromagnetic and ultrasound probes and one year for all other manufactured equipment. An accrual is provided for estimated future claims. Such accruals are based on historical experience and management’s estimate of the level of future claims.
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Revenues from product sales are recognized at date of shipment.
Amounts billed to customers for service contracts are recognized as income over the term of the agreements, and the associated costs are recognized as incurred.
Research and development costs are charged to operations as incurred. These costs are for proprietary research and development activities that are expected to contribute to the Company’s future profitability.
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes relate primarily to differences between financial and income tax reporting for the basis of inventory, accounts receivable, property and equipment, and accrued liabilities. The deferred tax accounts represent future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. Deferred taxes may also be recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Biotel considers all highly liquid short term investments purchased with an original maturity of three months or less to be cash equivalents.
Overview
Biotel has been implementing a strategy to expand its base of operations among medical companies who seek to outsource strategic items provided by various Biotel companies. From its operating subsidiaries, Biotel supplies an array of products and services to provide for the research, development, testing, and manufacturing needs of its customers.
Biotel business units, Braemar, Inc. and Agility Centralized Research Services, Inc., sell medical devices, technology and research services to medical companies. They design, manufacture, and test 24- and 48-hour Holter recorders, 30-day ECG event recorders, tissue extraction components and flow control devices; provide 24/7 clinical ECG research services and internet technologies; complete FDA, CE and other regulatory testing; and develop, test and manufacture other custom medical devices. These subsidiaries form a base of products and services which we believe are attractive to medical device and pharmaceutical companies, allowing accelerated and improved research, development, testing and manufacturing operations for our customers.
Biotel business unit, Advanced Biosensor Inc., sells maintenance services, Holter recorders and event recorders manufactured by Braemar, diagnostic Holter software provided by others and Holter supplies to hospitals and clinics.
These subsidiaries have experienced improvements in their business activity as a result of marketing efforts to acquire new customers and to expand relationships among current customers.
Results of Operations
Three Months ended December 31, 2007
Biotel’s net revenues for the three months ended December 31, 2007, were $2,859,000, 5.7% above net revenues of $2,705,000 for the three months ended December 31, 2006. This increase is a result of increased sales to medical corporations during the second quarter of fiscal 2008. In the three months ended December 31, 2007, 40.1% of Biotel’s revenues were derived from three customers; and in the three months ended December 31, 2006, 34.0% of Biotel’s revenues were derived from two customers. The loss of any of these customers would have immediate significant adverse effect on our financial results.
Gross profit margin was $1,278,000 for the quarter ended December 31, 2007, 17.4% greater than the gross profit margin of $1,089,000 for the first quarter of fiscal year 2007. Cost of sales and service decreased to $1,581,000 (55.3% of sales) for the three months ended December 31, 2007, compared to $1,617,000 (59.8% of sales) for the second quarter of fiscal year 2007. Cost of sales and service decreased as a result of cost control efforts and product mix. Gross profit margin improved primarily as a result of changes in product mix, including an increase in service revenues which carry a higher gross margin. Model mix variations are a normal part of the purchase cycle of Biotel customers.
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Selling, general and administrative expenses increased to $618,000 (21.6% of sales) for the three months ended December 31, 2007, compared to $562,000 (20.8% of sales) for the three months ended December 31, 2006. Selling, general and administrative expenses in fiscal 2008 include increased personnel expenses with the addition of an Information Technology employee and legal fees associated with an employment dispute which was settled favorably in January, 2008.
Research and development expenditures for the second quarter of fiscal year 2008 were $344,000, an increase of 3.6% compared to $332,000 in the second quarter of fiscal year 2007. This increase was primarily the result of expenditures associated with development of new Holter, wireless and event recorder products. Biotel received FDA 510(k) clearance to market its ER900 Wireless Event Recorder in October, 2007. The ER900 Wireless event recorder is a cardiac looping recorder and cellular transmitter, the first in a series of Braemar wireless products that transmit cardiac information through cellular networks without patient interaction. ER900 Wireless software programs are able to detect arrhythmias, whether asymptomatic or symptomatic, and automatically transmit relevant clinical information to the monitoring center for review and management. While patients with life threatening arrhythmias should be managed in the hospital, patients with less severe problems benefit from the speed and simplicity of mobile cardiac assessment.
Interest expense decreased to $187 for the three-month period ended December 31, 2007, compared to interest expense of $9,300 for the three months ended December 31, 2006. Interest expense decreased as a result of the elimination of long term debt and minimal use of the line of credit.
Net earnings of $206,000 were posted for the second quarter of fiscal year 2008, versus net earnings of $120,000 in the second quarter of fiscal year 2007. Net earnings for the second quarter of fiscal year 2008 improved as a result of increased sales and improved gross margin.
Six Months ended December 31, 2007
Biotel’s net revenues for the six months ended December 31, 2007, were $5,610,000, an increase of 9.4% over revenues of $5,129,000 for the six months ended December 31, 2006. This increase is a result of increased sales to medical corporations during the first six months of fiscal 2008. In the six months ended December 31, 2007 and 2006, 30.2% and 33.6%, respectively, of Biotel’s revenues were derived from two customers. The loss of either of these customers would have immediate significant adverse effect on our financial results.
Gross profit margin was $2,533,000 for the six months ended December 31, 2007, 22.1% greater than the gross profit margin of $2,075,000 for the first six months of fiscal year 2007. Cost of sales and service increased to $3,077,000 (54.9% of sales) for the six months ended December 31, 2007, compared to $3,053,000 (59.5% of sales) for the first half of fiscal year 2007. Cost of sales and service increased as a result of increased sales. Gross profit margin improved primarily as a result of changes in product mix, including an increase in service revenues which carry a higher gross margin. Model mix variations are a normal part of the purchase cycle of Biotel customers.
Selling, general and administrative expenses increased to $1,203,000 (21.4% of sales) for the six months ended December 31, 2007, compared to $1,180,000 (23.0% of sales) for the six months ended December 31, 2006. Selling, general and administrative expenses in fiscal 2008 include increased personnel expenses with the addition of an Information Technology employee and legal fees associated with an employment dispute which was settled favorably in January, 2008.
Research and development expenditures for the first six months of fiscal year 2008 were $753,000, an increase of 7.1% compared to $703,000 in the second quarter of fiscal year 2007. The increase was primarily the result of expenditures associated with development of new Holter, wireless, and event recorder products. Biotel plans increased investment in research and development during fiscal year 2008 as it addresses developing markets in Holter, event recording, and wireless arrhythmia management.
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Interest expense decreased to $285 for the six-month period ended December 31, 2007, compared to interest expense of $20,900 for the six months ended December 31, 2006. Interest expense decreased as a result of the elimination of long term debt and minimal use of the line of credit.
Net earnings of $376,000 were posted for the first six months of fiscal year 2008, versus net earnings of $109,000 in the first six months of fiscal year 2007. Net earnings for the first six months of fiscal year 2008 improved as a result of increased sales and improved gross margin.
Off-Balance Sheet Arrangements
Biotel does not have any off-balance sheet financing arrangements.
Liquidity and Capital Resources
Working capital increased to $2,801,000 at December 31, 2007, compared to $2,520,000 at June 30, 2007. The increase in working capital is largely the result of the Company’s continued profitability.
Cash and cash equivalents were $267,000 at December 31, 2007, compared to $508,000 at June 30, 2007. The decrease in cash was primarily the result of payments of estimated income taxes and other accrued liabilities in December, 2007. The ratio of current assets to current liabilities (“current ratio”) was 3.0 to one at December 31, 2007 and 2.72 to one at June 30, 2007.
Accounts receivable increased to $2,088,000 at December 31, 2007, versus $1,966,000 at June 30, 2007. The 6.2% increase in accounts receivable was related to strong sales during the month of December, 2007. To the extent that credit terms are extended to customers, Biotel’s cash position is diminished and debt may be required to supplement cash flows. Accordingly, Biotel attempts to make timely collections from its customers in accordance with credit terms, extend credit only to credit worthy customers with a strong payment history, and to keep credit terms as short as is practicable.
During the first six months of fiscal year 2008, $250,000 was used for capital expenditures, compared with $255,000 in the first six months of fiscal year 2007. Biotel primarily invests in molds, tooling and fixtures for custom components used in its product lines. Levels of capital investment are expected to vary from year to year.
Inventory increased to $1,466,000 as of December 31, 2007 versus $1,122,000 as of June 30, 2007. This increase is primarily the result of purchases of materials for manufacture of products in anticipation of the closing of the North Carolina manufacturing facility. Biotel’s subsidiaries manage inventories to provide safety stock and product flow for customers while controlling the amount of inventory.
Current liabilities decreased to $1,399,000 at December 31, 2007, compared to $1,461,000 on June 30, 2007. This decrease was primarily due to payment of estimated income taxes and payroll-related obligations during the first six months of fiscal 2008.
Biotel has no long term liabilities.
As of December 31, 2007, stockholders’ equity had increased to $4,333,000 from $3,932,000 at June 30, 2007. The increase in stockholders’ equity was a result of the increase in retained earnings.
Management believes that present cash balances, internally generated funds and its credit line should provide sufficient working capital to meet present and projected needs for the coming 12 months, including principal payments required under present debt instruments. There is no assurance that Biotel will be successful in obtaining additional working capital if more is required.
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Items 3/3A(T): Controls and Procedures
(a) As of December 31, 2007, an evaluation was performed by Biotel’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934). Based upon, and as of the date of, that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the registrant’s disclosure controls and procedures were effective.
(b) Changes in internal controls. There were no changes in the second quarter of fiscal 2008 in Biotel’s internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken.
Part II
Item 1. | Legal Proceedings. Not applicable. |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. Not applicable. |
Item 3. | Defaults Upon Senior Securities. Not applicable. |
Item 4. | Submission of Matters to a Vote of Security Holders. Not applicable. |
Item 5. | Other Information. Not applicable. |
| 31.1 | Certification of Chief Executive Officer. |
| 31.2 | Certification of Chief Financial Officer. |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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Signatures
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Biotel Inc. |
Date: February 11, 2008
| By: | /s/ B. Steven Springrose
|
| | Its: Chief Executive Officer and President |
| | |
Date: February 11, 2008 | By: | /s/ Judy E. Naus |
| | Its: Chief Financial Officer |
| | |
| | |
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