1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended January 28, 2001
-----------------
[ ] 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 20-8969
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NOVAMETRIX MEDICAL SYSTEMS INC.
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-0977422
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5 Technology Drive, Wallingford, CT 06492
-----------------------------------------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (203) 265-7701
--------------
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year if changed since last
report)
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
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock, $0.01 par value: 8,714,697 shares issued and outstanding as of
February 28, 2001
Page 1 of 18
Index to Exhibits at Page 16
2
NOVAMETRIX MEDICAL SYSTEMS INC.
INDEX
PAGE
PART I. FINANCIAL INFORMATION
- ------------------------------
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
Condensed Consolidated Statements of Income -
Quarters ended January 28, 2001 and January 30, 2000 3
Nine months ended January 28, 2001 and January 30, 2000 4
Condensed Consolidated Balance Sheets -
January 28, 2001 and April 30, 2000 5
Condensed Consolidated Statements of Cash Flows -
Nine months ended January 28, 2001 and January 30, 2000 7
Notes to Condensed Consolidated Financial Statements -
January 28, 2001 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 12
PART II. OTHER INFORMATION
- --------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 15
SIGNATURES 16
- ----------
Page 2 of 18
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PART I - FINANCIAL INFORMATION
NOVAMETRIX MEDICAL SYSTEMS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
QUARTER ENDED QUARTER ENDED
JANUARY 28, 2001 JANUARY 30, 2000
---------------- ----------------
Net sales $14,101,411 $12,167,218
Costs and expenses:
Cost of products sold 6,401,002 5,184,780
Research and product development 1,102,540 1,060,985
Selling, general and administrative 5,030,862 4,299,736
Interest expense 274,495 302,957
Goodwill amortization 74,138 78,325
Other expense 39,321 19,302
----------- -----------
12,922,358 10,946,085
----------- -----------
Income before income taxes 1,179,053 1,221,133
Income taxes 419,000 391,000
----------- -----------
Net income $ 760,053 $ 830,133
=========== ===========
Per common share amounts:
Basic $ 0.09 $ 0.10
Diluted $ 0.09 $ 0.10
See notes to condensed consolidated financial statements (unaudited).
Page 3 of 18
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NOVAMETRIX MEDICAL SYSTEMS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
NINE MONTHS ENDED NINE MONTHS ENDED
JANUARY 28, 2001 JANUARY 30, 2000
---------------- ----------------
Net sales $ 40,228,266 $ 30,360,284
Costs and expenses:
Cost of products sold 18,190,597 12,794,919
Research and product development 3,259,317 3,073,670
Selling, general and administrative 13,957,947 11,426,748
Interest expense 746,924 756,322
Goodwill amortization 229,294 181,013
Other expense 102,939 6,841
------------ ------------
36,487,018 28,239,513
Income before income taxes and cumulative ------------ ------------
effect of a change in accounting principle 3,741,248 2,120,771
Income taxes 1,328,000 679,100
------------ ------------
Income before cumulative effect of a
change in accounting principle 2,413,248 1,441,671
Cumulative effect of a change in
accounting principle (223,544)
------------ ------------
Net income $ 2,413,248 $ 1,218,127
============ ============
Per common share amounts:
Income before cumulative effect of a
change in accounting principle
Basic $ 0.28 $ 0.18
Diluted $ 0.27 $ 0.18
Cumulative effect of a change in
accounting principle
Basic $ (0.03)
Diluted $ (0.03)
Net income
Basic $ 0.28 $ 0.15
Diluted $ 0.27 $ 0.15
See notes to condensed consolidated financial statements (unaudited).
Page 4 of 18
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NOVAMETRIX MEDICAL SYSTEMS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
ASSETS JANUARY 28, 2001 APRIL 30, 2000
------ ---------------- --------------
CURRENT ASSETS
Cash and cash equivalents $ 286,993 $ 283,262
Accounts receivable, less allowance for
losses of $300,000 18,422,576 15,412,529
Current portion of notes receivable 357,124 260,722
Inventories:
Finished products 4,915,318 4,450,432
Work in process 2,413,907 1,321,196
Materials 6,196,942 4,091,089
----------- -----------
13,526,167 9,862,717
Deferred income taxes 902,866 1,880,866
Prepaid expenses 1,265,761 854,839
----------- -----------
TOTAL CURRENT ASSETS 34,761,487 28,554,935
Notes receivable, less current portion 1,435,496 1,607,563
Equipment, less accumulated depreciation of
$8,889,083 and $8,028,572, respectively 3,640,166 3,350,115
License, technology, patents and other costs
less accumulated amortization of $4,946,747
and $4,409,429, respectively 5,262,939 5,118,945
Goodwill, less accumulated amortization of
$487,885 and $258,591, respectively 7,215,554 7,444,848
Deferred income taxes 1,074,261 1,074,261
----------- -----------
$53,389,903 $47,150,667
=========== ===========
See notes to condensed consolidated financial statements (unaudited).
Page 5 of 18
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NOVAMETRIX MEDICAL SYSTEMS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(CONTINUED)
LIABILITIES AND SHAREHOLDERS' EQUITY JANUARY 28, 2001 APRIL 30, 2000
- ------------------------------------ ---------------- --------------
CURRENT LIABILITIES
Accounts payable $ 4,537,479 $ 2,968,833
Accrued expenses 3,811,174 3,730,147
Current portion of debt and capital lease obligation 8,235,982 4,335,264
------------ ------------
TOTAL CURRENT LIABILITIES 16,584,635 11,034,244
Long-term debt and capital lease obligation, less
current portion 3,950,000 5,850,601
SHAREHOLDERS' EQUITY
Common Stock, $.01 par value, authorized
20,000,000 shares, issued 9,502,052 shares at
January 28, 2001 and 9,450,304 shares at
April 30, 2000, including Treasury shares 95,021 94,503
Additional paid-in capital 35,173,022 34,997,342
Retained earnings (deficit) 1,394,286 (1,018,962)
Treasury stock, at cost - 799,355 shares (3,807,061) (3,807,061)
------------ ------------
32,855,268 30,265,822
------------ ------------
$ 53,389,903 $ 47,150,667
============ ============
See notes to condensed consolidated financial statements (unaudited).
Page 6 of 18
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NOVAMETRIX MEDICAL SYSTEMS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED NINE MONTHS ENDED
JANUARY 28, 2001 JANUARY 30, 2000
---------------- -----------------
OPERATING ACTIVITIES
Net income $ 2,413,248 $ 1,218,127
Adjustments to reconcile net income to
net cash (used) provided by operating activities:
Depreciation 860,511 821,466
Amortization 839,978 621,678
Deferred income taxes 978,000 609,100
Cumulative effect of change in accounting principle 223,544
Changes in operating assets and liabilities:
Accounts and notes receivable (2,934,382) (676,944)
Inventories (3,663,450) (372,341)
Prepaid expenses (410,922) (414,661)
Accounts payable 1,568,646 (68,264)
Accrued expenses 81,027 (329,887)
NET CASH (USED) PROVIDED BY ------------ ------------
OPERATING ACTIVITIES (267,344) 1,631,818
INVESTING ACTIVITIES
Purchases of equipment (1,150,562) (547,225)
Purchases of licenses, technology, patents and other (754,678) (880,748)
Purchase of Children's Medical Ventures, Inc.,
less cash acquired (9,174,505)
------------ ------------
NET CASH USED BY INVESTING ACTIVITIES (1,905,240) (10,602,478)
FINANCING ACTIVITIES
Revolving line of credit, net borrowings 3,920,000 521,000
Proceeds from long-term notes payable 9,600,000
Principal payments on term debt and
capital lease obligations (1,919,883) (1,440,461)
Net proceeds from stock option exercises 176,198 245,253
NET CASH PROVIDED BY ------------ ------------
FINANCING ACTIVITIES 2,176,315 8,925,792
INCREASE (DECREASE) IN CASH AND ------------ ------------
CASH EQUIVALENTS 3,731 (44,868)
Cash and cash equivalents at beginning of period 283,262 269,399
------------ ------------
Cash and cash equivalents at end of period $ 286,993 $ 224,531
============ ============
See notes to condensed consolidated financial statements (unaudited).
Page 7 of 18
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NOVAMETRIX MEDICAL SYSTEMS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JANUARY 28, 2001
NOTE 1 -- BASIS OF PRESENTATION: The accompanying unaudited condensed
consolidated financial statements of Novametrix Medical Systems Inc. (the
"Company") have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals and the cumulative effect
of a change in accounting principle for the quarter ended August 1, 1999)
considered necessary for a fair presentation have been included. Operating
results for the quarter and nine months ended January 28, 2001 are not
necessarily indicative of the results that may be expected for the year ending
April 29, 2001. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the year ended April 30, 2000.
NOTE 2 -- ACQUISITION OF BUSINESS: On June 30, 1999, the Company acquired 100%
of the capital stock of Children's Medical Ventures, Inc., a privately held
developer and marketer of neonatal and pediatric care products and services. The
purchase price was comprised of $8.7 million in cash and a warrant to purchase
25,000 shares of the Company's Common Stock at an exercise price of $4.3625 per
share. The purchase price and related costs were financed with two term loans
aggregating $9.6 million. The acquisition was accounted for as a purchase;
accordingly, the purchase price was allocated to the underlying assets and
liabilities based upon their respective estimated fair values at the date of
acquisition. The excess of cost over the fair value of the net assets acquired
(goodwill) was approximately $7.7 million and is being amortized on a
straight-line basis over 25 years. The accompanying condensed consolidated
statement of income does not include any revenues or expenses related to this
acquisition prior to the closing date. Following are the Company's unaudited pro
forma results for the nine months ended January 30, 2000 assuming that the
acquisition had taken place at the beginning of that period:
Nine Months Ended
January 30, 2000
----------------
Net revenue $ 31,599,000
Income before cumulative effect of
a change in accounting principle 1,270,000
Net income 1,046,000
Nine Months Ended
January 30, 2000
----------------
Per common share amounts:
Income before cumulative effect of
a change in accounting principle
Basic $ 0.16
Diluted $ 0.16
Net income
Basic $ 0.13
Diluted $ 0.13
Weighted average common shares:
Basic 7,981,354
Diluted 8,187,902
Page 8 of 18
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These unaudited pro forma results have been prepared for comparative
purposes only and do not purport to be indicative of the results of operations
which would have actually resulted had the acquisition been in effect as of the
first day of the period presented above.
NOTE 3 -- REPORTABLE SEGMENTS: The Company is domiciled in the United States and
operates in one industry segment - the design, manufacture and marketing of
non-invasive monitors, sensors and accessories, and developmental care products
for the critical care marketplace.
NOTE 4 -- ACCOUNTING CHANGE: Effective May 3, 1999, the Company adopted
Statement of Position (SOP) 98-5, "Reporting on the Costs of Start-up
Activities". The SOP required the Company to write-off any start-up costs which
had been previously capitalized and to expense any future start-up costs as
incurred. Earnings during the first quarter of the prior fiscal year were
reduced by $223,544 (approximately $329,000 before taxes) or $0.03 per diluted
share as a result of the adoption of SOP 98-5.
NOTE 5 -- PER SHARE AMOUNTS: The calculation of basic earnings per share
excludes any dilutive effects of options, warrants and convertible securities.
The calculation of diluted earnings per share excludes anti-dilutive options and
warrants whose exercise price exceeds the average market price.
The following table sets forth the calculation of basic and diluted
earnings per share for the quarters and nine months ended January 28, 2001 and
January 30, 2000:
JANUARY 28, 2001 JANUARY 30, 2000
Quarter Nine Months Quarter Nine Months
Ended Ended Ended Ended
----- ----- ----- -----
NUMERATOR
Income before cumulative effect of
a change in accounting principle $ 760,053 $ 2,413,248 $ 830,133 $ 1,441,671
Cumulative effect of a change in
accounting principle (223,544)
---------- ----------- ---------- -----------
Net income $ 760,053 $ 2,413,248 $ 830,133 $ 1,218,127
========== =========== ========== ===========
DENOMINATOR
Denominator for basic earnings per share:
Weighted average shares outstanding 8,689,323 8,676,358 8,051,481 7,981,354
Effect of dilutive securities:
Stock options and warrants 74,423 183,831 165,756 206,548
---------- ----------- ---------- -----------
Denominator for diluted earnings per share 8,763,746 8,860,189 8,217,237 8,187,902
========== =========== ========== ===========
Basic earnings per share $ 0.09 $ 0.28 $ 0.10 $ 0.15
Diluted earnings per share $ 0.09 $ 0.27 $ 0.10 $ 0.15
Page 9 of 18
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NOTE 6-- DEBT AND CAPITAL LEASE OBLIGATIONS: The Company maintains a revolving
credit agreement with its primary bank which provides for borrowing to a maximum
of $10,000,000, as amended December 1, 2000, expires August 31, 2001 and bears
interest at the London Interbank Offered Rate ("LIBOR") plus 1.3% (6.99% at
January 28, 2001). The Company also has a term loan with its primary bank which
provides for monthly installments of $50,000 plus interest at LIBOR plus 1.4%
(7.09% at January 28, 2001) through November 2003. The Company entered into an
interest rate swap agreement during fiscal 1999 to hedge a notional amount equal
to the remaining principal balance of the term loan. The rate is fixed at 6.77%
and the agreement expires November 2003. During June 1999, the Company entered
into two additional term loans each in the amount of $4,800,000 to finance the
acquisition of Children's Medical Ventures, Inc. Under an amended and restated
agreement with the Company's primary bank, the Company entered into a five year
term loan which is payable in monthly installments of $80,000 plus interest at
LIBOR plus 1.6% (7.29% at January 28, 2001) and expires during June 2004. The
Company also entered into a five year term loan with another bank which is also
payable in monthly installments of $80,000 plus interest at LIBOR plus 1.6% and
expires during June 2004.
Pursuant to the terms of the amended and restated bank agreements and
the new term loan agreements, the Company is required, among other things, to
maintain certain financial ratios, minimum levels of working capital and net
worth, and is restricted from the payment of dividends.
DEBT AND CAPITAL LEASE OBLIGATIONS CONSIST OF:
January 28, 2001 April 30, 2000
---------------- --------------
Note payable to bank under revolving
credit agreement $ 5,695,000 $ 1,775,000
Term loans payable to banks 6,470,000 8,360,000
Capital lease obligation 20,982 50,865
----------- -----------
12,185,982 10,185,865
Less current portion 8,235,982 4,335,264
----------- -----------
$ 3,950,000 $ 5,850,601
=========== ===========
Page 10 of 18
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NOVAMETRIX MEDICAL SYSTEMS INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales for the third quarter of fiscal 2001 increased by
approximately $1.9 million or 16% to $14.1 million compared to net sales of
approximately $12.2 million for the third quarter of fiscal 2000. Sales to
Original Equipment Manufacturer ("OEM") and international customers were
primarily responsible for the growth in overall sales. OEM sales grew
approximately 60% over the third quarter of the prior fiscal year while
international sales increased approximately 40% over the third quarter of the
prior fiscal year. Net sales for the first nine months of fiscal 2001 increased
by approximately $9.9 million or 33% compared to the first nine months of the
prior year. Sales increased in nearly all markets for the Company's products
including the domestic hospital marketplace, international markets, sales to OEM
customers and were affected by the acquisition of Children's Medical Ventures,
Inc. ("ChMV") on June 30, 1999.
Cost of products sold as a percentage of net sales was 45% for the third
quarter of fiscal 2001 compared to 43% for the third quarter of fiscal 2000. The
increase in cost of products sold was primarily product mix related resulting
from reduced sales in the domestic hospital marketplace and increased
Page 11 of 18
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international and OEM sales as compared to the three months ended January
30,2000, and higher component costs. Cost of products sold as a percentage of
net sales was 45% for the first nine months of fiscal 2001 compared to 42% for
the first nine months of the prior year due both to product mix issues and
increased costs for components used in the Company's products. The Company
expects that component cost increases, driven by the tight supply pressures,
will continue to affect cost of products sold during the remainder of the fiscal
year. The Company is pursuing purchasing and design alternatives and other
product cost reductions to improve its gross profit.
Research and product development ("R&D") spending increased by 4% for
the third quarter of fiscal 2001 compared to the third quarter of the prior
year. The increase in R&D expense was primarily attributable to increased costs
for outside professional services. R&D spending increased by approximately
$186,000 or 6% for the first nine months of fiscal 2001 compared to the first
nine months of the prior fiscal year. The increase in R&D expense was primarily
related to increased salaries and related expenditures, outside professional
services, and travel expenses. R&D expenses as a percentage of sales for the
quarter and nine months ended January 28, 2001 were 7.8% and 8.1% respectively,
compared to 8.7% and 10.1% for the corresponding periods of the prior year as a
result of the ChMV acquisition. Management expects R&D spending to approximate
8% of sales for fiscal 2001.
Selling, general and administrative ("S,G&A") expenses as a percentage
of sales increased slightly to 35.7% in the third quarter of fiscal 2001
compared to 35.3% in the third quarter of fiscal 2000. S,G&A spending increased
approximately $731,000 or 17% for the third quarter of the current year compared
to the third quarter of the prior year on an increase in revenue of 16%. S,G&A
expenses increased approximately $2.5 million or 22% for the first nine months
of the current fiscal year compared to the prior fiscal year. However, as a
result of the increase in revenue of 33% for the nine months ended January 28,
2001 over the first nine months of the prior fiscal year, S,G&A expenses
decreased to 34.7% of sales compared to 37.6% of sales. Selling expenses, which
accounted for the majority of the increase in S,G&A expenses for both the
quarter and nine months ended January 28, 2001, increased primarily as a result
of the higher sales volume and the expansion of the domestic sales organization,
and for the first nine months of fiscal 2001, increased spending for advertising
as well. General and administrative expenses increased 21% and 23%,
respectively, for the quarter and nine months ended January 28, 2001 as a result
of increased salaries and related benefits, legal expenses, travel and
entertainment and insurance costs.
Interest expense decreased approximately $28,000 for the third quarter
of fiscal 2001 compared to the third quarter of fiscal 2000. Interest expense
for the first nine months of fiscal 2001 decreased approximately $9,000 compared
to the first nine months of the prior fiscal year. Term debt reduction partially
offset by increases in the revolving credit facility was primarily responsible
for the decrease in interest expense for both periods.
Income tax expense for the quarter and nine months ended January 28,
2001 was $419,000 and $1,328,000 respectively, compared to $391,000 and $679,100
for the quarter and nine months ended January 30, 2000 as a result of higher
pre-tax earnings and an increased effective tax rate. The estimated effective
income tax rate for fiscal year 2001 is 35.5% compared to 32.0% for the first
nine months of fiscal year 2000 as a result of reductions in certain income tax
benefits. The Company anticipates that it
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will fully utilize all of its net operating loss carryforwards and business tax
credits for federal income tax purposes by the end of the current fiscal year.
Net income for the third quarter of fiscal 2001 was approximately
$760,000 or $0.09 per diluted share compared to approximately $830,000 or $0.10
per diluted share for the third quarter of fiscal 2000. Lower than expected
sales to the domestic hospital marketplace, product mix issues and higher
component costs affecting gross profit were primarily responsible for the
reduction in net income. Net income for the first nine months ended January 28,
2001 increased by 67% to approximately $2,413,000 or $0.27 per diluted share
compared to income before the cumulative effect of a change in accounting
principle of approximately $1,442,000 or $0.18 per diluted share for the nine
months ended January 30, 2000. The prior year was impacted by the adoption of an
accounting standard requiring the expensing of start-up costs previously
capitalized, a one-time charge of approximately $224,000 or $0.03 per diluted
share. This resulted in net income of approximately $1,218,000 or $0.15 per
diluted share for the first nine months of the prior fiscal year.
Except for orders pursuant to long-term agreements, the Company
traditionally ships its products on a current basis. As such, the Company does
not consider its backlog levels to be a meaningful indicator of future sales.
LIQUIDITY AND CAPITAL RESOURCES
The Company had working capital of $18.2 million at January 28, 2001
compared to $17.5 million at April 30, 2000. Increases in accounts receivable,
inventories and prepaid expenses were offset by increases in accounts payable
and borrowings under the revolving credit facility, and a decrease in deferred
income taxes. The Company's current ratio was 2.1 to 1 at January 28, 2001
compared to 2.6 to 1 at April 30, 2000.
Approximately $267,000 of cash was used by operating activities for the
nine months ended January 28, 2001 compared to approximately $1,632,000 provided
for the first nine months of the prior fiscal year. Increases in inventories and
accounts receivable, partially offset by increases in accounts payable and
earnings before deferred taxes, depreciation and amortization accounted for the
majority of cash used by operations. During the three months ended January 28,
2001, approximately $1,311,000 of cash was provided by operations primarily as a
result of earnings before deferred income taxes, depreciation and amortization,
and decreases in accounts receivable.
Approximately $2.2 million was provided by financing activities during
the first nine months of fiscal 2001 compared to approximately $8.9 million for
the first nine months of the prior fiscal year. During the first quarter of
fiscal 2000, the Company borrowed approximately $9.6 million to finance the
acquisition of Children's Medical Ventures, Inc. Funds provided from financing
activities for the first nine months of fiscal 2001 were primarily related to
additional borrowings under the revolving credit facility for working capital
requirements, partially offset by principal payments under long-term debt
agreements.
Page 13 of 18
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The Company expects cash from operations and funds available under the
Company's revolving credit agreement to adequately support its planned operating
requirements for the balance of fiscal 2001. In addition, approximately $3.3
million of additional proceeds may potentially be realized from the exercise of
the Company's Class B Warrants. These warrants are callable under specified
conditions and are exercisable at $5.85 per share; they expire on December 8,
2001. Management believes that additional funds, if needed, are obtainable on
commercially reasonable terms.
FORWARD LOOKING INFORMATION
This Quarterly Report contains forward looking statements about the
Company's projected operating results. The Company's ability to achieve its
projected results is dependent upon a variety of factors, many of which are
outside of management's control, including without limitation, global economic
changes, the cost and availability of required component parts, an unanticipated
slowdown in the healthcare industry, unanticipated technological developments
which affect the competitiveness of the Company's products, or an unanticipated
delay or loss of business. The Company does not intend to update publicly any of
the forward-looking statements contained herein.
PART II- OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits: The exhibits required to be filed as part of the Quarterly
Report on Form 10-Q are listed in the attached Index to Exhibits.
(b) Reports on Form 8-K: There were no reports filed on Form 8-K filed
during the quarter ended January 28, 2001.
Page 14 of 18
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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.
NOVAMETRIX MEDICAL SYSTEMS INC.
Dated: March 2, 2001 s/William J. Lacourciere
------------- ------------------------
William J. Lacourciere
Chairman of the Board
and Chief Executive Officer
Dated: March 2, 2001 s/Joseph A. Vincent
------------- -------------------
Joseph A. Vincent, CMA
Executive Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
PAGE
27 Financial Data Schedule 18
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