Biotel (BTELE) 10-Q 2009 Q3 Quarterly report

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 period ended March 31, 2009
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.

Yesx          Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o  Accelerated filer o  Non-Accelerated filer o  Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Exchange Act).

Yeso          Nox

The number of shares of registrant’s common stock, par value $0.01 per share, outstanding as of as of May 5, 2009, was 2,763,827.

BIOTEL INC.
INDEX

		Page Number
PART I
Item 1:	Financial Information	3
	Consolidated Balance Sheets – March 31, 2009 and June 30, 2008	3
	Consolidated Statements of Income – Three Months ended March 31, 2009 and 2008	4
	Consolidated Statements of Income – Nine Months ended March 31, 2009 and 2008	5
	Consolidated Statements of Cash Flows	6
	Consolidated Statements of Stockholders’ Equity	7
	Notes to Consolidated Financial Statements (Unaudited)	8
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3:	Qualitative and Quantitative Disclosure about Market Risk	17
Item 4:	Controls and Procedures	17
PART II
Item 1–Item 4:	Not applicable	17
Item 5:	Other Information	17
Item 6:	Exhibits	17
Signatures		18

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Part I

Item 1: Financial Information

BIOTEL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	March 31, 2009 Unaudited		June 30, 2008 *
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,044,356	$	945,121
Trade accounts receivable, net of allowance for doubtful accounts of $49,518 and $55,440 at March 31, 2009 and June 30, 2008, respectively		1,951,321		1,766,512
Prepaid income taxes		—		39,310
Inventories, net		1,936,715		1,428,163
Deferred tax asset		244,018		244,018
Prepaid expenses		133,767		109,903
Total Current Assets		5,310,177		4,533,027
PROPERTY & EQUIPMENT, Net		1,102,256		1,092,710
OTHER ASSETS
Goodwill		695,551		695,551
Other assets		13,820		13,820
Total Other Assets		709,371		709,371
	$	7,121,804	$	6,335,108
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Revolving line of credit	$	—	$	187,146
Trade accounts payable		539,522		651,635
Accrued payroll and related liabilities		224,196		237,503
Deferred service contract revenue		83,518		133,359
Other accrued expenses		190,195		198,540
Income taxes payable		375,032		—
Total Current Liabilities		1,412,463		1,408,183
LONG-TERM LIABILITIES
Deferred taxes payable		224,967		224,967
COMMITMENTS AND CONTINGENCIES (See Note 7)		—		—
Total Liabilities		1,637,430		1,633,150
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; 2,763,827 shares issued		27,638		27,638
Additional paid-in capital		2,158,118		2,145,594
Retained earnings		3,298,618		2,528,726
Total Stockholders’ Equity		5,484,374		4,701,958
	$	7,121,804	$	6,335,108

* Derived from the 10KSB for the year ended June 30, 2008.

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BIOTEL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Unaudited

	For the three months ended March 31,
	2009			2008
SALES AND SERVICES	$	3,120,784		$	2,698,940
COST OF SALES AND SERVICES		1,802,861			1,461,676
GROSS PROFIT		1,317,923			1,237,264
OPERATING EXPENSES
Selling and administrative		630,878			619,791
Research and development		435,775			465,083
Total operating expenses		1,066,653			1,084,874
INCOME FROM OPERATIONS		251,270			152,390
OTHER INCOME (EXPENSE)
Interest income		1,396			1,515
Interest expense		—			(261	)
Miscellaneous		(529	)		4,984
Total other income (expense)		867			6,238
NET INCOME BEFORE PROVISION FOR INCOME TAXES		252,137			158,628
PROVISION FOR INCOME TAXES		99,311			59,138
NET INCOME	$	152,826		$	99,490
INCOME PER SHARE
BASIC	$	0.06		$	0.04
DILUTED	$	0.05		$	0.03

4

BIOTEL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Unaudited

	For the nine months ended March 31,
	2009			2008
SALES AND SERVICES	$	9,474,912		$	8,308,788
COST OF SALES AND SERVICES		5,244,416			4,538,851
GROSS PROFIT		4,230,496			3,769,937
OPERATING EXPENSES
Selling and administrative		1,813,262			1,822,427
Research and development		1,213,916			1,218,092
Total operating expenses		3,027,178			3,040,519
INCOME FROM OPERATIONS		1,203,318			729,418
OTHER INCOME (EXPENSE)
Interest income		5,892			9,980
Interest expense		(590	)		(546	)
Miscellaneous		12,471			6,872
Total other income (expense)		17,773			16,306
NET INCOME BEFORE PROVISION FOR INCOME TAXES		1,221,091			745,724
PROVISION FOR INCOME TAXES		451,199			270,328
NET INCOME	$	769,892		$	475,396
INCOME PER SHARE
BASIC	$	0.28		$	0.18
DILUTED	$	0.27		$	0.17

5

BIOTEL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

	For the nine months ended March 31,
	2009			2008
OPERATING ACTIVITIES
Net income	$	769,892		$	475,396
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		267,790			207,581
Stock-based compensation		12,524			37,177
Deferred income tax		—			62,000
Increase (decrease) in allowance for doubtful accounts		(5,922	)		9,070
Increase (decrease) in inventory valuation allowance		(2,761	)		(158,493	)
Loss (gain) on disposal of fixed assets		529			(4,984	)
Changes in deferred and accrued amounts
Trade accounts receivable		(178,887	)		5,029
Prepaid expenses		15,446			56,178
Inventories		(505,791	)		(408,108	)
Trade accounts payable		(112,113	)		58,137
Accrued payroll and related liabilities		(13,307	)		(1,317	)
Other accrued expenses		(8,345	)		(54,913	)
Deferred service contract revenue		(49,841	)		(62,692	)
Income taxes payable		375,032			3,910
Net cash provided by operating activities		564,246			223,971
INVESTING ACTIVITIES
Purchases of property and equipment		(279,479	)		(541,534	)
Proceeds from sale of property and equipment		1,614			8,250
Net cash used for investing activities		(277,865	)		(533,284	)
FINANCING ACTIVITIES
Net change on line of credit		(187,146	)		—
Net cash used for financing activities		(187,146	)		—
Net change in cash and cash equivalents		99,235			(309,313	)
CASH AND CASH EQUIVALENTS AS OF JUNE 30, 2008 and 2007		945,121			508,314
CASH AND CASH EQUIVALENTS AS OF MARCH 31, 2009 and 2008	$	1,044,356		$	199,001
CASH PAID FOR
Interest Expense	$	621		$	491
Income Taxes	$	36,832		$	184,730

6

BIOTEL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the nine months ended March 31, 2009 and 2008

	Common Stock				Additional Paid-In Capital		Retained Earnings
	Amount		Shares						Total
Balance, June 30, 2007	$	26,738		2,673,827	$	2,043,175	$	1,862,587	$	3,932,500
Stock-based compensation		—		—		37,177		—		37,177
Net income		—		—		—		475,396		475,396
Balance, March 31, 2008	$	26,738		2,673,827	$	2,080,352	$	2,337,983	$	4,445,073
Balance, June 30, 2008	$	27,638		2,763,827	$	2,145,594	$	2,528,726	$	4,701,958
Stock-based compensation		—		—		12,524		—		12,524
Net income		—		—		—		769,892		769,892
Balance, March 31, 2009	$	27,638		2,763,827	$	2,158,118	$	3,298,618	$	5,484,374

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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, 2008, filed by Biotel Inc. (the “Company”) on September 29, 2008.

          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 March 31, 2009 and June 30, 2008, inventories consist of the following:

	March 31, 2009			June 30, 2008
Raw materials and supplies	$	1,912,339		$	1,374,588
Work in process		1,089			—
Finished goods		201,539			229,169
Evaluation units and replacements		6,987			12,406
		2,121,954			1,616,163
Valuation allowance		(185,239	)		(188,000	)
	$	1,936,715		$	1,428,163

NOTE 3 – WARRANTY RESERVE

          Biotel provides warranties against defects in materials and workmanship in our products. Warranty periods for our products range from 90 days to two years. 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 March 31, 2009 and June 30, 2008, the warranty reserve totaled $100,243 and $87,512, respectively. At March 31, 2008 and June 30, 2007, the warranty reserve totaled $92,493 and $75,906, respectively. Warranty reserve is included in Other Accrued Expenses. The following is a reconciliation of the aggregate reserve for warranty liability as of March 31, 2009 and 2008.

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	March 31, 2009			March 31, 2008
Beginning of Period, June 30, 2008 and 2007	$	87,512		$	75,906
Claims Paid		(58,911	)		(80,507	)
Additional warranties issued and revisions in estimates of previously issued warranties		71,642			97,094
End of Period, March 31, 2009 and 2008	$	100,243		$	92,493

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 March 31, 2009 and 2008, Biotel Inc. had 211,000 and 301,000 outstanding options, respectively. Currently, option prices range from $.375 to $2.05 per share with a weighted average remaining contract life of 4.10 years. During the three months ended March 31, 2009 and 2008, no options were exercised. During the nine months ended March 31, 2009 and 2008, no options were exercised. 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
	Number of Shares			Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
Balance at June 30, 2007		301,000		$	1.2899		254,500	$	1.2583
Balance at March 31, 2008		301,000		$	1.2899		293,500	$	1.2773
Balance at June 30, 2008		211,000		$	1.5853		203,500	$	1.5780
Cancelled		(120,000	)	$	2.0000
Granted		145,000		$	2.0472
Expired		(25,000	)	$	1.8200
Balance at March 31, 2009		211,000		$	1.6391		198,500	$	1.6171

          The total intrinsic value of options exercised during the three and nine months ended March 31, 2009 was $0. The total intrinsic value of options outstanding and exercisable at March 31, 2009 was $29,730 and $32,336, respectively, which was calculated using the closing stock price as of March 31, 2009 less the exercise price of in-the-money options.

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 March 31, 2009 were 2,763,827 and 2,788,708, respectively, and for the three months ended March 31, 2008 were 2,673,827 and 2,854,994, respectively. The weighted average number of shares used in the computation of basic and diluted income per common share for the nine months ended March 31, 2009 were 2,763,827 and 2,826,804, respectively, and for the nine months ended March 31, 2008 were 2,673,827 and 2,857,172, respectively.

NOTE 6 – OPERATIONS AND INDUSTRY SEGMENTS

          The Company reports on two segments of business: OEM Medical Sales & Service 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.

10

	Three months ended March 31, 2009
	OEM Medical Sales & Services		Direct Medical Equipment Sales		Corporate			Totals
Domestic revenues	$	2,646,916	$	125,148	$	—		$	2,772,064
International revenues		325,130		23,590		—			348,720
Revenues from external customers		2,972,046		148,738		—			3,120,784
Income tax expense		98,938		16,368		(15,995	)		99,311
Depreciation and amortization		86,033		1,410		5,787			93,230
Segment profit		175,456		8,421		(31,051	)		152,826
Goodwill		695,551		—		—			695,551
Total segment assets		5,642,874		76,008		1,402,922			7,121,804
Purchase of property and equipment		92,680		—		—			92,680

	Three months ended March 31, 2008
	OEM Medical Sales & Services		Direct Medical Equipment Sales			Corporate		Totals
Domestic revenues	$	2,063,581	$	146,121		$	—	$	2,209,702
International revenues		450,824		38,414			—		489,238
Revenues from external customers		2,514,405		184,535			—		2,698,940
Intersegment revenues		9,502		(9,502	)		—		—
Interest expense		—		—			261		261
Income tax expense		41,805		13,029			4,304		59,138
Depreciation and amortization		69,750		2,063			5,382		77,195
Segment profit		65,839		25,298			8,353		99,490
Goodwill		695,551		—			—		695,551
Total segment assets		5,299,621		108,753			441,080		5,849,454
Purchase of property and equipment		290,234		—			1,340		291,574

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	Nine Months ended March 31, 2009
	OEM Medical Sales & Services		Direct Medical Equipment Sales			Corporate			Totals
Domestic revenues	$	7,866,143	$	441,787		$	—		$	8,307,930
International revenues		1,102,884		64,098						1,166,982
Revenues from external customers		8,969,027		505,885						9,474,912
Intersegment revenues		27,734		(27,734	)					—
Interest expense		—		—			590			590
Income tax expense		413,516		51,870			(14,187	)		451,199
Depreciation and amortization		245,602		4,934			17,254			267,790
Segment profit		728,249		69,183			(27,540	)		769,892
Goodwill		695,551		—			—			695,551
Total segment assets		5,642,874		76,008			1,402,922			7,121,804
Purchase of property and equipment		274,346					5,133			279,479
	Nine Months ended March 31, 2008
	OEM Medical Sales & Services		Direct Medical Equipment Sales			Corporate			Totals
Domestic revenues	$	6,595,161	$	477,149		$	—		$	7,072,310
International revenues		1,084,641		151,837			—			1,236,478
Revenues from external customers		7,679,802		628,986			—			8,308,788
Intersegment revenues		75,907		(75,907	)					—
Interest expense		—		—			546			546
Income tax expense		184,388		52,984			32,956			270,328
Depreciation and amortization		185,260		6,190			16,131			207,581
Segment profit		308,683		102,739			63,974			475,396
Goodwill		695,551		—			—			695,551
Total segment assets		5,299,621		108,753			441,080			5,849,454
Purchase of property and equipment		531,650		—			9,884			541,534

NOTE 7 – SUBSEQUENT EVENTS

On April 2, 2009, Biotel entered into a definitive merger agreement with CardioNet, Inc. Under the terms of the merger agreement, CardioNet is to acquire all of the outstanding shares of Biotel common stock at a price of $4.82 per share in cash. The transaction is subject to approval by Biotel’s shareholders and other customary closing conditions.

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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-Q 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. 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 method over estimated useful lives of three to five years for equipment, seven years for furniture and fixtures and two to five years for leasehold improvements, which represents the terms of the original leases.

          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 2008 and 2007, Biotel performed the required impairment tests of goodwill and determined our recorded goodwill had not been impaired.

          We routinely warrant our recorders against defects in material and workmanship for one year. Supplies, accessories and repairs typically carry no warranty to 90-days warranty, depending on the item. 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 subsidiaries, 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 subsidiary, Braemar, Inc., through its Columbia, South Carolina facility which was formerly Advanced Biosensor, 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 March 31, 2009

          Biotel’s net revenues for the three months ended March 31, 2009, were $3,121,000, 15.6% more than net revenues of $2,699,000 for the three months ended March 31, 2008. This increase was the result of continued strong sales of medical devices and research services during the third quarter of fiscal 2009. Medical device sales included shipments of the Braemar DL900 advanced Holter monitor and Braemar ER920W wireless event recorder which were introduced in the second half of fiscal 2008. Sales of the Braemar ER920W wireless arrhythmia monitor continued to be strong in the third quarter as a major customer continued to order significant quantities of this product. Sales of wireless products in the fourth quarter are expected to diminish as a result of the proposed acquisition of the Company by CardioNet, Inc. as described in Biotel’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2009.

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          Gross profit was $1,318,000 for the quarter ended March 31, 2009, 6.5% greater than the gross profit of $1,237,000 for the third quarter of fiscal year 2008. Gross profit increased as a result of the increase in revenue for the third quarter of fiscal 2009. Gross profit margin declined to 42.2% for the three months ended March 31, 2009 compared to 45.8% for the three months ended March 31, 2008. Cost of sales and service increased to $1,803,000 (57.8% of sales) for the three months ended March 31, 2009, compared to $1,462,000 (54.2% of sales) for the third quarter of fiscal year 2008. The increase in cost of sales and service was a result of the increase in sales for the third quarter of fiscal 2009. Cost of sales and service as a percentage of revenue increased, primarily due to product mix.

          Selling, general and administrative expenses of $631,000 (20.2% of sales) for the three months ended March 31, 2009 increased from $620,000 (23.0% of sales) for the three months ended March 31, 2008. Selling, general and administrative expenses were higher in the third quarter of fiscal 2009 as a result of legal expense incurred as a result of activities surrounding the merger agreement signed on April 1, 2009. The decrease in selling, general and administrative expenses as a percentage of revenue was primarily due to the increase in revenue in the third quarter of fiscal 2009 versus the third quarter of fiscal 2008. Selling expenses include salaries, commissions, benefits, travel expenses and other selling expenses.

          Research and development expenditures for the third quarter of fiscal year 2009 were $436,000, a decrease of 6.3% compared to $465,000 in the third quarter of fiscal year 2008. Research and development expenses in the third quarter of fiscal year 2009 included expenditures for development of new wireless products addressing MCOT patient procedures. MCOT procedures allow patients to be remotely monitored with alarms for up to 30 days, carry higher reimbursement in the United States and are believed to provide a higher diagnostic yield than traditional telephone event monitoring approaches. Biotel expects research and development investment in fiscal 2009 to be comparable to prior year levels as the Company addresses developing markets in Holter, event recording and wireless arrhythmia management.

          No interest expense was incurred in the three-month period ended March 31, 2009, compared to interest expense of $261 for the three months ended March 31, 2008.

          Net earnings of $153,000 were posted for the third quarter of fiscal year 2009, versus net earnings of $99,000 in the third quarter of fiscal year 2008. The increase in net earnings was primarily the result of the increase in sales during the third quarter of fiscal year 2009.

Nine Months ended March 31, 2009

          Biotel’s net revenues for the nine months ended March 31, 2009, were $9,475,000, 14.0% more than net revenues of $8,309,000 for the nine months ended March 31, 2008. This increase was the result of strong sales of medical devices and research services during the first nine months of fiscal 2009. Medical device sales included shipments of the Braemar DL900 advanced Holter monitor and Braemar ER920W wireless event recorder which were introduced in the second half of fiscal 2008. Sales of the Braemar ER920W wireless arrhythmia monitor were strong in the first half of fiscal year 2009 as a major customer ordered significant quantities of this product.

          Gross profit was $4,230,000 for the nine months ended March 31, 2009, 12.2% greater than the gross profit of $3,770,000 for the first nine months of fiscal year 2008. Gross profit increased as a result of the increase in revenue for the first three quarters of fiscal 2009. Gross profit margin decreased to 44.6% for the nine months ended March 31, 2009, compared to 45.4% for the nine months ended March 31, 2008. Cost of sales and service increased to $5,244,000 (55.4% of sales) for the nine months ended March 31, 2009, compared to $4,539,000 (54.6% of sales) for the first nine months of fiscal year 2008. The increase in cost of sales and service was a result of the increase in sales for the first nine months of fiscal 2009.

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          Selling, general and administrative expenses of $1,813,000 (19.1% of sales) for the nine months ended March 31, 2009 decreased from $1,822,000 (21.9% of sales) for the nine months ended March 31, 2008. Selling, general and administrative expenses were lower in the first nine months of fiscal 2009 as a result of the termination of certain expenses at Braemar’s North Carolina facility prior to closing that facility on June 30, 2008. The decrease in selling, general and administrative expenses as a percentage of revenue was primarily due to the increase in revenue in fiscal 2009 versus fiscal 2008. Selling expenses include salaries, commissions, benefits, travel expenses and other selling expenses.

          Research and development expenditures for the first nine months of fiscal year 2009 were $1,214,000, a slight decrease compared to $1,218,000 in the first nine months of fiscal year 2008. Biotel expects research and development expense in fiscal 2009 to be comparable to prior year levels as the Company addresses developing markets in Holter, event recording and wireless arrhythmia management.

          Interest expense of $590 was posted for the nine-month period ended March 31, 2009, compared to interest expense of $546 for the nine months ended March 31, 2008.

          Net earnings of $770,000 were posted for the first nine months of fiscal year 2009, versus net earnings of $475,000 in the first nine months of fiscal year 2008. The increase in net earnings was primarily the result of the increase in sales during fiscal year 2009.

Off-Balance Sheet Arrangements

          Biotel does not have any off-balance sheet financing arrangements.

Liquidity and Capital Resources

          Working capital increased to $3,898,000 at March 31, 2009, compared to $3,125,000 at June 30, 2008. The increase in working capital is largely the result of the Company’s continued profitability.

          Cash and cash equivalents were $1,044,000 at March 31, 2009, compared to $945,000 at June 30, 2008. The ratio of current assets to current liabilities (“current ratio”) was 3.76 to one at March 31, 2009 and 3.22 to one at June 30, 2008.

          Accounts receivable increased to $1,951,000 at March 31, 2009, versus $1,767,000 at June 30, 2008, as a result of strong sales in the month of March, 2009. 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 third quarter of fiscal year 2009, $93,000 was used for capital expenditures, compared with $292,000 in the third quarter of fiscal year 2008. 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 $1,937,000 as of March 31, 2009 versus $1,428,000 as of June 30, 2008. This increase is due to purchase of materials for projected sales and new products to be released within the next several months. Biotel’s subsidiaries manage inventories to provide safety stock and product flow for customers while controlling the amount of inventory.

          Current liabilities increased slightly to $1,412,000 at March 31, 2009, compared to $1,408,000 on June 30, 2008. Decreases in the revolving line of credit balance, deferred revenue and other accruals were offset by the accrual for income taxes payable.

          Biotel has long term liabilities consisting of deferred taxes payable totaling $225,000. Biotel has no long term debt.

          As of March 31, 2009, stockholders’ equity had increased to $5,484,000 from $4,702,000 at June 30, 2008. The increase in stockholders’ equity was a result of the Company’s continued profitability.

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          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. There is no assurance that Biotel will be successful in obtaining additional working capital if more is required.

Item 3: Qualitative and Quantitative Disclosure about Market Risk

          Not applicable.

Item 4: Controls and Procedures

(a)      As of March 31, 2009, 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 first nine months of fiscal 2009 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 1A. Risk Factors. 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. On April 2, 2009, Biotel entered into a merger agreement with CardioNet, Inc., pursuant to which CardioNet is to acquire all of Biotel’s outstanding shares of common stock for $4.82 per share. The transaction is subject to shareholder approval and other customary closing conditions. Reference is made to Biotel’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2009, for additional information regarding the transaction.

Item 6. Exhibits

Listing of Exhibits:
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: May 15, 2009	By:	/s/ B. Steven Springrose
	Its: Chief Executive Officer and President
Date: May 15, 2009	By:	/s/ Judy E. Naus
	Its: Chief Financial Officer

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