FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
[x] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended June 30, 2002 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from ______ to ______
1-9731
(Commission file No.)
ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 72-0925679
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
25 Sawyer Passway
Fitchburg, Massachusetts 01420
(Address of principal executive office and zip code)
(978) 345-5000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].
As of July 31, 2002 there were 2,928,413 shares of common stock outstanding.
This report consists of 10 pages.
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
TABLE OF CONTENTS
FORM 10-Q
June 30, 2002
PART I - FINANCIAL INFORMATION ...................................................................... 3
Item 1. Consolidated Financial Statements ...................................................... 3
Balance Sheets ................................................................................. 3
Statements of Income ........................................................................... 4
Statements of Changes in Shareholders' Equity .................................................. 5
Statements of Cash Flows ....................................................................... 6
Supplemental Notes to Consolidated Financial Statements ........................................ 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................................ 8
PART II - OTHER INFORMATION ......................................................................... 10
Item 1. Legal Proceedings - none .............................................................. 10
Item 2. Changes in Securities - none .......................................................... 10
Item 3. Defaults Upon Senior Securities - none ................................................ 10
Item 4. Submission of Matters to a Vote of Security Holders - none ............................ 10
Item 5. Other Information - none .............................................................. 10
Item 6. Exhibits and Reports on Form 8-K - .................................................... 10
SIGNATURES ..................................................................................... 10
2
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, December 31,
2002 2001
------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents ................................................. $ 1,555,684 $ 1,860,822
Trade and other accounts receivable, net of allowance for doubtful accounts
of $51,000 .......................................................... 1,115,672 854,426
Inventories, net .......................................................... 1,090,115 897,087
Deposits, prepaid expenses and other current assets ....................... 67,323 27,887
----------------- -----------------
Total current assets .................................................... 3,828,794 3,640,222
Property and equipment, net of accumulated depreciation of
$4,129,541 and $4,358,954 ................................................... 3,177,047 3,272,592
Goodwill, net of accumulated amortization of $1,079,073 and $1,147,326 ...... 1,244,000 1,326,000
Deferred income taxes, net .................................................. 370,923 444,923
----------------- -----------------
Total assets ............................................................ $ 8,620,764 $ 8,683,737
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of 11% bonds payable ................................... - 113,028
Accounts payable .......................................................... 282,932 343,010
Accrued expenses .......................................................... 276,926 314,840
----------------- -----------------
Total current liabilities ............................................... 559,858 770,878
Shareholders' equity:
Preferred stock, $1 par value; 2,000,000 shares authorized, none issued ... - -
Common stock, $.01 par value; 10,000,000 shares authorized;
3,888,131 and 3,758,181 issued ........................................ 38,882 37,582
Additional paid-in-capital ................................................ 9,161,706 8,999,581
Common stock held in treasury, 959,718 and 869,305 shares at cost ......... (2,619,118) (2,357,279)
Retained earnings ......................................................... 1,479,436 1,232,975
----------------- -----------------
Total shareholders' equity .............................................. 8,060,906 7,912,859
----------------- -----------------
Total liabilities and shareholders' equity .............................. $ 8,620,764 $ 8,683,737
================= =================
The accompanying notes are an integral part of the consolidated
financial statements.
3
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2002 2001 2002 2001
--------------------------- -------------------------
Revenue ........................................................... $ 1,832,237 $ 1,874,662 $ 3,747,334 $ 3,628,636
Cost of sales ..................................................... 1,255,057 1,239,995 2,537,773 2,489,462
----------- ----------- ----------- -----------
Gross profit ..................................................... 577,180 634,667 1,209,561 1,139,174
----------- ----------- ----------- -----------
Selling and marketing ............................................. 10,442 17,457 23,479 41,195
General and administrative ........................................ 395,880 358,792 712,725 718,834
Research and development .......................................... 20,576 56,839 43,911 100,968
Amortization of goodwill .......................................... - 32,473 - 64,945
----------- ----------- ----------- -----------
Income from operations ........................................... 150,282 169,106 429,446 213,232
----------- ----------- ----------- -----------
Other income (expense):
Interest expense ................................................. (4,819) (23,508) (10,876) (29,109)
Other income, net ................................................ 7,977 8,054 5,891 11,581
----------- ----------- ----------- -----------
Income before income taxes and cumulative effect of change
in accounting principle .......................................... 153,440 153,652 424,461 195,704
Income tax provision .............................................. 52,000 51,000 121,000 59,000
----------- ----------- ----------- -----------
Income before cumulative effect of change in accounting principle.. 101,440 102,652 303,461 136,704
Cumulative effect of change in accounting principle, net of tax ... - - (57,000) -
----------- ----------- ----------- -----------
Net income ....................................................... $ 101,440 102,652 246,461 136,704
=========== =========== =========== ===========
Net income per share - basic and dilutive ......................... $ 0.03 $ 0.03 $ 0.08 $ 0.04
=========== =========== =========== ===========
Weighted average common shares outstanding - basic ................ 2,918,922 3,015,213 2,919,731 3,063,359
=========== =========== =========== ===========
The accompanying notes are an integral part of the consolidated
financial statements.
4
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
Common Shares Additional
-------------------- Paid-in Treasury Retained
Number Amount Capital Stock Earnings Total
--------- -------- ------------- ------------ ----------- -----------
December 31, 1999 .......... 3,711,883 $ 37,119 $ 8,946,293 $ (1,151,892) $ 390,219 $ 8,221,739
Issuance of common stock ... 17,798 178 26,322 26,500
Treasury stock purchase of
265,040 shares ............ (502,772) (502,772)
Value of warrants with
bond renewal .............. 194,000 194,000
Net income.................. 620,127 620,127
--------- -------- ----------- ------------ ----------- -----------
December 31, 2000 .......... 3,729,681 37,297 9,166,615 (1,654,664) 1,010,346 8,559,594
Issuance of common stock ... 28,500 285 29,996 30,281
Warrants repurchased ....... (197,030) (197,030)
Treasury stock purchase of
305,859 shares ............ (702,615) (702,615)
Net income ................. 222,629 222,629
--------- -------- ----------- ------------ ----------- -----------
December 31, 2001 .......... 3,758,181 37,582 8,999,581 (2,357,279) 1,232,975 7,912,859
Exercise of stock options
and warrants .............. 129,950 1,300 162,125 163,425
Treasury stock purchase of
90,413 shares ............. (261,839) (261,839)
Net income ................. 246,461 246,461
--------- -------- ----------- ------------ ----------- -----------
June 30, 2002 .............. 3,888,131 $ 38,882 $ 9,161,706 $ (2,619,118) $ 1,479,436 $ 8,060,906
========= ======== =========== ============ =========== ===========
The accompanying notes are an integral part of the consolidated
financial statements.
5
ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
-------------------------
2002 2001
-------------------------
Cash flows from operating activities:
Net income ....................................... $ 246,461 $ 136,704
Adjustments to reconcile net income to net cash
provided by operating activities:
Cumulative effect of change in accounting
principle, net of tax ............................ 57,000 -
Depreciation ..................................... 304,172 327,948
Amortization ..................................... 11,972 122,028
Deferred income tax provision .................... 74,000 70,000
Changes in assets and liabilities:
Trade and other accounts receivable ............. (261,246) 414,730
Inventories ..................................... (193,028) (14,244)
Deposits, prepaid expenses and other assets ..... (39,436) (34,356)
Accounts payable and accrued expenses ........... (72,992) (130,612)
----------- ---------
Net cash provided by operating activities ...... 126,903 892,198
----------- ---------
Cash flows from investing activities:
Capital expenditures, net of disposals ........... (208,627) (281,161)
----------- ---------
Net cash used in investing activities ........... (208,627) (281,161)
----------- ---------
Cash flows from financing activities:
Issuance of common stock ......................... 163,425 -
Payment of bonds ................................. (125,000) -
Principle payment on long term debt .............. - (175,000)
Purchase of treasury stock ....................... (261,839) (376,642)
----------- ---------
Net cash used in financing activities .......... (223,414) (551,642)
----------- ---------
Net increase (decrease) in cash and cash
equivalents ..................................... (305,138) 59,395
Cash and cash equivalents at beginning of period .. 1,860,822 1,999,292
----------- ----------
Cash and cash equivalents at end of period ........ $ 1,555,684 $2,058,687
=========== ==========
The accompanying notes are an integral part of the consolidated
financial statements.
6
SUPPLEMENTAL NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 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 Company's most recent
Form 10-K covering the year ended December 31, 2001.
The information furnished reflects, in the opinion of the management of
Arrhythmia Research Technology, Inc. and its subsidiary, Micron Products, Inc.,
("the Company"), all adjustments necessary for a fair presentation of the
financial results for the interim period presented.
Interim results are subject to year-end adjustments and audit of year-end
results by independent certified public accountants.
Inventories:
Inventories consist of the following as of:
June 30, December 31,
2002 2001
--------------- --------------
Raw materials ................................ $ 174,059 $ 166,835
Work-in-process .............................. 285,923 318,070
Finished goods ............................... 630,133 412,182
--------------- --------------
Total ................................... $ 1,090,115 $ 897,087
=============== ==============
Goodwill:
Effective January 1, 2002 the Company adopted FASB Statements No.141,
Business Combinations ("SFAS 141") and No. 142, Goodwill and Other Intangible
Assets ("SFAS 142"). SFAS 141 requires the use of the purchase method of
accounting and prohibits the use of the pooling-of-interest method of accounting
for business combinations initiated after June 30, 2001. SFAS 141 also requires
that the Company recognize acquired intangible assets apart from goodwill if the
acquired intangible assets meet certain criteria. SFAS 141 applies to all
business combinations initiated after June 30, 2001 and for purchase business
combinations completed on or after July 1, 2001. It also requires, upon adoption
of SFAS 142, that the Company reclassify the carrying amounts of intangible
assets and goodwill based on the criteria in SFAS 141.
SFAS 142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually. In
addition, SFAS 142, requires that the Company identify reporting units for the
purpose of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life. An intangible
asset with an indefinite useful life should be tested for impairment in
accordance with the guidelines in SFAS 142. SFAS 142 is required to be applied
to all goodwill and other intangible assets regardless of when those assets were
initially recognized.
As of January 1, 2002, the Company's goodwill of $1,326,000 was composed of
$82,000 associated with attaching machine assets purchased from Newmark, Inc. in
1997 and $1,244,000 associated with the acquisition of Micron Products, Inc. in
1992. As a result of the transitional impairment tests, the goodwill associated
with the Newmark agreement was determined to be impaired as determined by using
the present value of future cash flows solely related to attaching machines. The
balance of $82,000 ($57,000 net of tax) is being reported as the cumulative
effect of change in accounting principle for the six months ended June 30, 2002.
The diminishing number of leases and sales of attaching machines used for the
assembly of disposable medical electrodes in this mature industry lead to the
impairment of Newmark goodwill. No adjustment to the $1,244,000 balance of
goodwill associated with the Micron Products acquisition was deemed necessary as
of June 30, 2002.
7
Goodwill-(continued)
The continued effect on reported net income due to the cumulative effect of
change in accounting principle and the discontinuance of goodwill amortization
is as follows:
Three Months Ended June 30, Six Months Ended June 30,
2002 2001 2002 2001
----------------------------------------------------------
Reported net income $ 101,440 $ 102,652 $ 246,461 $ 136,704
Cumulative effect of change in
accounting principle - - 57,000 -
Goodwill amortization - 32,473 - 64,945
----------------------------------------------------------
Adjusted net income before cumulative effect
of change in accounting principle and
discontinuance of goodwill amortization $ 101,440 $ 135,125 $ 303,461 $ 201,649
==========================================================
Net income per share (basic and dilutive) as
reported $ .03 $ .03 $ .08 $ .04
Cumulative effect of change in accounting
principle - - .02 -
Goodwill amortization - .01 - .02
----------------------------------------------------------
Net income per share (basic and dilutive)
before cumulative effect of change
in accounting principle and discontinuance of
goodwill amortization $ .03 $ .04 $ .10 $ .06
==========================================================
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
Working capital was $3,268,936 at June 30, 2002 compared to $2,869,344 at
December 31, 2001. The $399,592 increase in working capital for the first six
months of 2002 is principally attributed to the redemption of 11% bonds payable
of $113,028 ($125,000 face value), that matured May 2002, and the increase of
receivables ($261,246) and inventory ($193,028) to meet current and forecasted
demand for Micron's ECG sensor products. The inventory increase of $193,028 in
the six months ended June 30, 2002 is principally in quantities of finished
goods that are under contract to ship over the remainder of 2002.
The Company has a $1,000,000 revolving line of credit with a bank that is
scheduled for renewal September 30, 2002. The credit line provides for
borrowings to be collateralized by accounts receivable and inventory. However,
the Company has not used the credit line due to sufficient liquidity provided by
operations.
Results of Operations
Revenue for the second quarter ended June 30, 2002 was $1,832,237 or
substantially the same as the comparable period in 2001. For the six months
ended June 30, 2002, total revenues are 3% higher than in 2001 due to sales of
Micron's standard ECG sensor products. Micron was recently chosen to supply a
new radiotranslucent ECG sensor to a major account with annual purchases
estimated to increase Micron's annual sales by approximately 10% beginning in
late 2002. Also, sales of standard sensors in 2002 have increased 5% over the
comparable period in 2001.
Sales of metal snap fasteners distributed by Micron to ECG electrode
manufacturers continued to decline as major accounts switch to direct purchase.
There were no significant sales of ART's SAECG product in the first six months
of 2002. These latter two product lines have combined for less than 10% of
revenue for the six month period ending June 30, 2002.
8
Domestic and foreign sales, which includes sales to Canadian operations of
$812,718 for the three months ended June 30, 2002 and $1,619,103 for the six
months ended June 30, 2002 are as follows:
Three Months Ended June 30, Six Months Ended June 30,
2002 % 2001 % 2002 % 2001 %
---- -- ---- -- ---- -- ---- --
Foreign Sales $1,592,725 87 $1,615,881 86 $3,176,081 85 $3,028,996 83
Domestic Sales 239,512 13 258,781 14 571,253 15 599,640 17
----------------- ---------------- ----------------- ----------------
Total $1,832,237 100 $1,874,662 100 $3,747,334 100 $3,628,636 100
========== === ================ ================= ================
Cost of sales was 68% of revenue for the six months ended June 30, 2002
compared to 69% of revenue for the same period in 2001. The improvement in 2002
was due to manufacturing efficiencies related to the increase in sales volume of
Micron's ECG sensors. There have been no significant changes in material cost,
wages, or production expenses over the last 12 months and none are expected for
the remainder of 2002.
Selling and marketing expense was $7,015 lower in the second quarter of
2002 compared to the second quarter of 2001. In 2001, Micron initiated a program
to expand sales of its ECG sensors in the Pacific Rim regions. This new venture
has not resulted in a significant increase in the Company's revenue for the six
month period ending June 30, 2002 due to the limited availability of the
Company's foreign agent.
General and administrative expense includes approximately $98,000 of legal
expenses in the three month period ended June 30, 2002, that was related to an
attempt to acquire certain business assets of a competitor of Micron Products
Inc. The negotiations to acquire the assets were discontinued in July 2002.
These legal expenses accounted for the higher general and administrative
expenses in the second quarter of 2002 compared to 2001.
Research and development expense was $36,263 lower for the second quarter
of 2002 and $57,057 lower for the first six months of 2002 compared to similar
periods in 2001 due to the elimination of ART's in-house R&D staff and overhead
as part of closing the Austin, Texas office in 2001. The redesign of the
Predictor(R) 7 software has been completed and minor maintenance is contracted
through outside parties, if and when needed.
Interest expense is lower in both periods reported for 2002 when compared
to 2001, principally as a result of the early redemption of $425,000 of 11%
bonds payable in late 2001, and maturity of $125,000 in 2002. Other income
includes interest earned on the Company's cash equivalents of $55,639 for the
six months ended June 30, 2001 compared to $15,258 for the first six months of
2002. The reduction of interest income is due to the lower returns now available
on fixed rate investments. Offsetting part of the loss of interest income was
the elimination of amortization expense on debt discount when the 11% bonds were
redeemed.
Income taxes as a percent of income for the quarters ended June 30, 2002
and 2001 were 34% and 33% respectively. For the six month periods ended June 30,
2002 and June 30, 2001, income taxes as a percent of income before income taxes
and cumulative effect of change in accounting principle (net of tax) were 29%
and 30% respectively. No Federal income taxes were owed for 2001 and the Company
does not anticipate any Federal income taxes will be due for 2002 due to the
utilization of Net Operating Loss carryforwards and deferred tax assets.
Market risk does not affect the Company's financial results because the
Company's foreign sales contracts are denominated in U.S.Dollars.
Safe Harbor Under the Private Securities Litigation Reform Act of 1995.
- ----------------------------------------------------------------------
Any forward looking statements made herein are based on current
expectations of the Company that involves a number of risks and uncertainties
and should not be considered as guarantees of future performance. These
statements are made under the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995. The factors that could cause actual results to
differ materially include: interruptions or cancellation of existing contracts,
impact of competitive products and pricing, product demand and market acceptance
risks, the presence of competitors with greater financial resources than the
Company, product development and commercialization risks and an inability to
arrange additional debt or equity financing.
9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - none
Item 2. Changes in Securities - none
Item 3. Defaults Upon Senior Securities - none
Item 4. Submission of Matters to a Vote of Security Holders - none
Item 5. Other Information - none
Item 6. Exhibits and Reports on Form 8-K -
Exhibit 99.1 - Certification of CEO and CFO
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Arrhythmia Research Technology, Inc.
/s/ James E. Rouse
-----------------------------------
President and Chief Operating Officer
/s/ Richard A. Campbell
-----------------------------------
Vice President of Finance
August 13, 2002
10