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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2007
Commission File Number 0-13839
CAS MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1123096
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
44 East Industrial Road, Branford, Connecticut 06405
(Address of principal executive offices, including zip code)
(203) 488-6056
(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 [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one): Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer
[X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: Common Stock, $.004 par value
10,700,959 shares as of May 7, 2007.
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Form 10-Q
March 31, 2007
Page 2
INDEX
PART 1 Financial Information Page No.
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Item 1 Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2007
and December 31, 2006 3
Condensed Consolidated Statements of Income for the Three
Months Ended March 31, 2007 and 2006 5
Condensed Consolidated Statements of Cash Flow for the
Three Months Ended March 31, 2007 and 2006 6
Notes to Condensed Consolidated Financial Statements 7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3 Quantitative and Qualitative Disclosures About Market
Risk 13
Item 4T Controls and Procedures 13
PART II Other Information
Item 6 Exhibits 14
Signatures 15
Form 10-Q
March 31, 2007
Page 3
PART I - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
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CAS Medical Systems, Inc.
Condensed Consolidated Balance Sheets
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Assets (Unaudited)
------ March 31, December 31,
2007 2006
------------ ------------
Current Assets:
Cash and cash equivalents $ 814,534 $ 1,334,535
Accounts receivable, net of allowance 4,461,925 4,906,303
Recoverable income taxes 396,121 320,943
Inventories 7,222,921 6,808,193
Deferred income taxes 338,333 329,458
Other current assets 332,263 408,171
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Total current assets 13,566,097 14,107,603
Property and Equipment:
Land and improvements 535,000 535,000
Building and improvements 1,663,116 1,663,116
Machinery and equipment 5,042,006 4,661,643
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7,240,122 6,859,759
Accumulated depreciation (3,680,889) (3,535,915)
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Property and equipment, net 3,559,233 3,323,844
Intangible and other assets, net 505,685 457,352
Goodwill 3,379,021 3,379,021
Deferred income taxes 204,411 175,611
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Total assets $ 21,214,447 $ 21,443,431
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Form 10-Q
March 31, 2007
Page 4
CAS Medical Systems, Inc.
Condensed Consolidated Balance Sheets
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(Unaudited)
March 31, December 31,
Liabilities and Stockholders' Equity 2007 2006
------------------------------------ ------------ ------------
Current Liabilities:
Current portion of long-term debt $ 618,246 $ 609,615
Notes payable 29,074 69,241
Accounts payable 3,021,025 3,228,265
Accrued expenses 842,144 1,104,726
Total current liabilities 4,510,489 5,011,847
Other liabilities 134,375
Long-term debt, less current portion 3,648,290 3,806,587
Stockholders' Equity:
Series A cumulative convertible preferred
stock, $.001 par value per share,
1,000,000 shares authorized, no shares
issued or outstanding -- --
Common stock, $.004 par value per share,
40,000,000 shares authorized, 10,762,959
and 10,679,307 shares issued at March 31,
2007 and December 31, 2006, respectively,
including shares held in treasury 43,052 42,717
Common stock held in treasury, at cost -
86,000 shares (101,480) (101,480)
Additional paid-in capital 5,286,435 4,935,538
Retained earnings 7,693,286 7,748,222
Total stockholders' equity 12,921,293 12,624,997
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Total liabilities and stockholders' equity $ 21,214,447 $ 21,443,431
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See accompanying notes.
Form 10-Q
March 31, 2007
Page 5
CAS Medical Systems, Inc.
Condensed Consolidated Statements of Income
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(Unaudited)
Three Months Ended
March 31,
2007 2006
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NET SALES 9,289,332 $ 7,556,685
OPERATING EXPENSES:
Cost of product sales 5,747,621 4,604,237
Research and development 854,717 604,876
Selling, general and administrative 2,510,496 2,013,482
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9,112,834 7,222,595
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Operating income 176,498 334,090
Interest expense 57,932 64,370
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Income before income taxes 118,566 269,720
Income taxes 39,127 129,465
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NET INCOME $ 79,439 $ 140,255
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EARNINGS PER COMMON SHARE:
Basic $ 0.01 $ 0.01
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Diluted $ 0.01 $ 0.01
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WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING:
Basic 10,604,925 10,248,942
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Diluted 12,057,423 12,139,621
============ ============
See accompanying notes.
Form 10-Q
March 31, 2007
Page 6
CAS Medical Systems, Inc.
Condensed Consolidated Statements of Cash Flow
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(Unaudited)
Three Months Ended
March 31
2007 2006
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OPERATING ACTIVITIES:
Net income $ 79,439 $ 140,255
Adjustments to reconcile net income
to net cash used by operating activities:
Depreciation and amortization 158,847 132,745
Provision for doubtful accounts -- 18,000
Deferred income taxes (37,675) 15,531
Stock compensation 93,801 133,672
Changes in operating assets and liabilities:
Accounts receivable 444,378 (694,803)
Inventories (414,728) 73,899
Recoverable income taxes (75,178) --
Other current assets 75,908 90,393
Retirement benefit obligation -- (87,382)
Accounts payable, accrued expenses and
income taxes payable (469,822) (256,965)
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Net cash used by operating activities (145,030) (434,655)
INVESTING ACTIVITIES:
Purchase of property and equipment (380,363) (212,302)
Purchase of intangible assets (62,206) 13,240
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Net cash used by investing activities (442,569) (199,062)
FINANCING ACTIVITIES:
Repayments of notes payable (40,167) (103,179)
Repayments of long-term debt (149,666) (141,099)
Tax benefits from exercise of warrants 146,979
Proceeds from issuance of common stock 110,452 275,036
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Net cash provided by financing activities 67,598 30,758
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Change in cash and cash equivalents (520,001) (602,959)
Cash and cash equivalents, beginning of period 1,334,535 1,892,584
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Cash and cash equivalents, end of period $ 814,354 $ 1,289,625
============ ============
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest $ 57,932 $ 63,997
Cash paid for income taxes, net of refunds $ 5,600 $ 112,650
See accompanying notes
Form 10-Q
March 31, 2007
Page 7
CAS Medical Systems, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 2007
(1) The Company
CAS Medical Systems, Inc. ("CAS") and its wholly-owned subsidiary,
Statcorp, Inc. ("Statcorp") operate as one reportable business segment.
Together, CAS and Statcorp (collectively, the "Company" or "CASMED") develop,
manufacture and distribute diagnostic equipment and medical products for use in
the healthcare and medical industry. These products - specifically blood
pressure measurement technology, vital signs measurement equipment,
cardio-respiratory monitoring equipment and supplies for neonatal intensive care
- are sold by CASMED through its own sales force, via distributors and pursuant
to original equipment manufacturer agreements both internationally and in the
United States. The Company has several other products in various stages of
development that it believes will add to and complement its current product
lines.
(2) Basis of Presentation
The financial statements included herein have been prepared, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and disclosures included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations.
These condensed consolidated financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's Annual
Report filed on Form 10-KSB for the year ended December 31, 2006. The condensed
consolidated balance sheet as of December 31, 2006 was derived from the audited
financial statements for the year then ended.
In the opinion of the Company, all adjustments necessary to present fairly
the financial position of the Company and the results of its operations and its
cash flows have been included in the accompanying financial statements. The
results of operations for interim periods are not necessarily indicative of the
expected results for the full year.
(3) Inventories
Inventories consisted of:
March 31, December 31,
2007 2006
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Raw materials $ 5,654,567 $ 5,161,884
Work-in-process 70,886 99,663
Finished goods 1,497,468 1,546,646
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$ 7,222,921 $ 6,808,193
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(4) Warranty Costs
The Company warranties its products for up to three years; such costs are
not material to these financial statements.
Form 10-Q
March 31, 2007
Page 8
(5) Earnings per Common Share
A summary of the denominators used to compute basic and diluted earnings
per share follow:
Three Months Ended March 31,
2007 2006
Weighted average shares outstanding, net of
restricted shares - used to compute basic
earnings per share 10,604,925 10,248,942
Dilutive effect of restricted shares, and
outstanding warrants and options 1,452,498 1,890,679
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Weighted average shares of dilutive
securities outstanding - used to compute
diluted earnings per share 12,057,423 12,139,621
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(6) Stock-Based Compensation
Stock compensation expense was $93,801 and $133,672 for the three- month
periods ended March 31, 2007 and March 31, 2006.
As of March 31, 2007, the unrecognized stock-based compensation cost
related to non-vested stock awards was $271,989. Such amount, reduced for
forfeiture related estimates, will be recognized in operations over a weighted
average period of 2.37 years.
The following table summarizes the Company's stock option information as
of, and for the three-month period ended March 31, 2007:
Aggregate Weighted-Average
Option Weighted-Average Intrinsic Contractual Life
Shares Exercise Price Value(1) Remaining in Years
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Outstanding at December 31, 2006 537,650 $ 1.98
Granted at fair value 5,000 6.93
Exercised (7,500) 1.42
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Outstanding at March 31, 2007 535,150 2.04 $ 4.95 6.91
==========
Exercisable at March 31, 2007 438,900 $ 1.71 $ 5.28 6.60
==========
(1) The intrinsic value of a stock option is the amount by which the
current market value of the underlying stock exceeds the option exercise price.
The exercise period for all outstanding stock options may not exceed ten
years from the date of grant. Stock options granted to employees and
non-employee directors vest ratably over two years from the grant date. The
Company attributes stock-based compensation cost to operations using the
straight-line method over the applicable vesting period.
Form 10-Q
March 31, 2007
Page 9
The weighted-average grant date fair value of stock options granted during
the three-month periods ended March 31, 2007 and 2006 was $6.43 and $8.83 per
share, respectively. The total intrinsic value of stock options exercised during
the three-month periods ended March 31, 2007 and 2006 was $42,150 and $928,408,
respectively.
The fair value of each option granted was estimated on the date of grant
using the Black-Scholes option-pricing model with the following assumptions:
Three Months Ended
March 31, 2007 March 31, 2006
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Weighted-average expected stock-price
volatility 30.0% 32.0%
Weighted-average expected option life 7.0 years 7.0 years
Average risk-free interest rate 4.72% 4.325%
Average dividend yield 0.0% 0.0%
During 2006, the Company issued an aggregate of 55,000 shares of restricted
stock to employees under its 2003 Equity Incentive Plan. During 2006, 8,000
shares were forfeited due to employee terminations and 47,000 shares remain
outstanding and non-vested as of March 31, 2007. The restricted stock vests
thirty-six months from date of grant. The weighted average value of the stock
was $6.04 per share and the aggregate fair value of the stock issued was
$332,100. Stock compensation expense of $71,440 has been recognized at March 31,
2007 related to the restricted shares The unamortized stock compensation expense
associated with the restricted shares as of March 31, 2007 is $214,320 and will
be recognized ratably through 2009.
During the first quarter of 2007, warrants were exercised to purchase a
total of 63,500 shares of common stock at a weighted average exercise price of
$0.67 per share. Warrants to purchase 60,000 shares were exercised by a former
director of the Company and warrants to purchase 3,500 shares were exercised by
Louis P. Scheps, the Company's Chairman of the Board of Directors. On March 12,
2007 Mr. Scheps entered into a stock sale plan under Rule 10b5-1 of the
Securities Act pursuant to which Mr. Scheps may sell up to 250,000 shares of
common stock from time to time prior to March 31, 2008. As of March 31, 2007,
warrants to purchase 1,165,500 shares of common stock were outstanding at a
weighted average exercise price of $0.48 per share.
(7) New Accounting Pronouncements
In February 2007, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 159, THE FAIR VALUE
OPTION FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES - INCLUDING AN AMENDMENT
OF FASB STATEMENT NO. 115. Under SFAS 159, a company may elect to use fair value
to measure certain financial assets and financial liabilities. The fair value
election is irrevocable and generally made on an instrument-by-instrument basis
even if a company has similar instruments that it elects not to measure at fair
value. At the adoption date, unrealized gains and losses on existing items for
which the fair value option has been elected are reported as a cumulative
adjustment to beginning retained earnings. Subsequent to the adoption of SFAS
159, changes to fair value are recognized in earnings. SFAS 159 is effective for
fiscal years beginning after November 15, 2007 and is required to be adopted by
the Company in the first quarter of 2008. The Company is currently determining
if fair value accounting is appropriate for any eligible items and cannot
currently estimate the effect, if any, which SFAS 159 will have on its
consolidated financial statements.
Form 10-Q
March 31, 2007
Page 10
(8) Income Taxes
The provision for income taxes of $39,127 for the three months ended March
31, 2007 reflects an expected effective rate of approximately 33% for 2007. The
combined estimated federal and state effective tax rate is lower than the
statutory rate as a result of anticipated state and federal R&D tax credits
partially offset by non-deductible stock compensation expense. The provision for
income taxes of $129,465 for the first three months of 2006 reflected an
effective tax rate of 48% resulting primarily from non-deductible stock
compensation expense partially offset by estimated state and federal R&D tax
credits.
During the first quarter of 2007, warrants to purchase 63,500 shares of the
Company's common stock were exercised by a former outside director and a current
director of the Company. The exercise of the warrants resulted in income tax
deductions in excess of compensation expense recognized of $441,378. Such amount
is included in the taxable income of the applicable directors and deducted by
the Company for federal and state income tax reporting purposes. As a result,
the Company has reduced its federal and state income tax obligations by $146,979
and credited additional paid-in capital.
Recoverable income taxes consist of estimated tax deposits in excess of the
current provision and the income tax effect of the warrant exercise noted above.
On January 1, 2007, the Company adopted FASB Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes - an interpretation of FASB
Statement No. 109" ("FIN 48"). FIN 48 prescribes a more-likely-than-not
threshold for financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. This interpretation also provides
guidance on de-recognition of income tax assets and liabilities, classification
of current and deferred income tax assets and liabilities, accounting for
interest and penalties associated with tax positions, accounting for income
taxes interim periods and income tax disclosures. In conjunction with the
adoption of FIN 48, the Company recognized approximately $134,000 in uncertain
tax positions as non-current income tax liabilities and a reduction in retained
earnings.
The Company files income tax returns in the U.S. federal and various state
jurisdictions. With few exceptions, the Company is no longer subject to U.S.
federal, state and local income tax examinations by tax authorities for years
prior to 2004. During 2006, the Company concluded an examination with U.S.
federal tax authorities for the tax year ended December 31, 2004 which resulted
in a refund to the Company.
The Company's policy is to recognize interest related to unrecognized tax
benefits as interest expense and penalties as operating expense. Accrued
interest is insignificant and there are no penalties accrued at March 31, 2007.
The Company believes that it has appropriate support for the income tax
positions taken and to be taken on its tax returns and that its accruals for tax
liabilities are adequate for all open years based upon an assessment of many
factors including past experience and interpretations of tax law as applied.
The Company's adoption of FIN 48 has not affected the consolidated
financial results of operations or the cash flows of the Company.
(9) Subsequent Events
On May 7, 2007, the Company entered into a Distribution, Supply, and
Development Agreement (the "Agreement") with Analogic Corporation ("Analogic"),
under which CASMED would be the exclusive worldwide distributor for a family of
co-branded vital signs monitors developed, manufactured, and currently marketed
by Analogic. The initial term of the Agreement is five years subject to meeting
certain minimum revenue targets and incorporates additional one-year extensions
again subject to meeting certain revenue targets. Under the Agreement, CASMED
has agreed to pay Analogic a total of $900,000 to cover the cost of co-branding
the products and the cost of modifying a vital signs monitor to incorporate
certain of the Company's product technologies and to expand the brand choices
for certain other technologies currently offered in the device. The project is
expected to be completed within one year. Payments under the contract will be
issued upon reaching various project milestones and will be expensed over the
estimated useful lives of the related products.
Form 10-Q
March 31, 2007
Page 11
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS
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Certain statements included in this report, including without limitation
statements in the Management's Discussion and Analysis of Financial Condition
and Results of Operations, which are not historical facts, are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements represent the Company's current expectations
regarding future events. The Company cautions that such statements are qualified
by important factors that could cause actual results to differ materially from
expected results which may be contained in the forward-looking statements. All
forward-looking statements involve risks and uncertainties, including, but not
limited to, the following: foreign currency fluctuations, regulations and other
economic and political factors which affect the Company's ability to market its
products internationally, new product introductions by the Company's
competitors, increased price competition, dependence upon significant customers,
availability and cost of components for the Company's products, marketplace
acceptance for the Company's new products, FDA and other governmental regulatory
and enforcement actions, changes to federal research and development grant
programs presently utilized by the Company and other factors described in
greater detail in the Company's most recent annual report on Form 10-KSB.
Results of Operations
---------------------
For the three months ended March 31, 2007, the Company reported net income
of $79,000, or $0.01 per diluted common share compared to net income of $140,000
or $0.01 per diluted common share reported for the three months ended March 31,
2006. Net income for the three-month periods ended March 31, 2007 and 2006 was
affected by approximately $85,000 and $134,000, respectively, of non-deductible
stock compensation expense. Pre-tax income for the three months ended March 31,
2007 was also affected by significant increases in research and development
("R&D") expenses of $250,000 over the three months ended March 31, 2006. Pre-tax
income for the three months ended March 31, 2006 was favorably affected by a
reduction in accrued retirement benefit costs of $87,000 related to changes to
the Company's post-retirement health benefit plan during 2005.
The Company generated revenues of $9,289,000 for the three months ended
March 31, 2007, an increase of $1,733,000 or 23%, over revenues of $7,557,000
for the three months ended March 31, 2006. Increases in blood pressure product
sales of 34%, primarily from sales of vital signs monitors, blood pressure cuffs
and accessories accounted for the increase in revenues, partially offset by
decreases in sales of original equipment manufacturer ("OEM") modules to one
significant customer.
The cost of products sold was $5,748,000 or 61.9% of revenues for the three
month period ended March 31, 2007 compared to $4,604,000 or 60.9% for the same
period of 2006. The increase in cost of products sold as a percentage of
revenues is primarily related to product mix and certain manufacturing
variances. Start-up costs pertaining to the Near-Infrared Spectroscopy ("NIRS")
Fore-Sight cerebral oximeter monitor and sensor products also contributed to the
increase in cost of sales for the first quarter of 2007.
R&D expenses increased $250,000 or 41% to $855,000 or 9.2% of revenues for
the three months ended March 31, 2007 compared to $605,000 or 8.0% of revenues
for the three months ended March 31, 2006. The increase in R&D spending resulted
primarily from increased project materials, outside professional services and
salaries and related fringe benefits associated with the Company's NIRS efforts.
Selling, general and administrative expenses ("S,G&A") increased $497,000
or 25% to $2,510,000, representing 27.0% of revenues for the three months ended
March 31, 2007 compared to $2,013,000 or 26.6% of revenues for the three months
ended March 31, 2006. Sales and marketing expenses associated with the NIRS
effort were primarily responsible for the increase in S,G&A expenses. NIRS sales
expenses accounted for $279,000 of the increase in S,G&A and included salaries
and related benefits, travel and entertainment expenses and recruitment fees
pertaining to a clinical specialist team established by the Company to support
its new Fore-Sight cerebral oximeter
Form 10-Q
March 31, 2007
Page 12
sales efforts. NIRS marketing expenses accounted for approximately $140,000 of
the increase in S,G&A expenses and included additional salaries and related
benefits from increased headcount, increased travel and entertainment expenses
and advertising and promotional costs. Other increases in S,G&A expenses
included sales commissions on higher domestic sales levels and increased
customer service costs driven by additional headcount which were largely offset
by reductions in general marketing costs including recruitment and consulting.
Interest expense decreased to $58,000 for the three months ended March 31,
2007 compared to $64,000 for the first three months of 2006. The decrease in
interest expense resulted primarily from long-term debt repayments.
The provision for income taxes of $39,000 for the three-months ended March
31, 2007 results in an effective tax rate of 33%. The combined estimated federal
and state effective tax rate is lower than the statutory rate as a result of
anticipated state and federal R&D tax credits partially offset by non-deductible
stock compensation expense. The provisions for income taxes for the three months
ended March 31, 2006 resulted in an effective tax rate of 48% due to
non-deductible stock compensation expense partially offset by state and federal
R&D tax credits.
Financial Condition, Liquidity and Capital Resources
----------------------------------------------------
At March 31, 2007, the Company's cash and cash equivalents totaled $815,000
compared to $1,335,000 at December 31, 2006. Working capital decreased by
$40,000 to $9,056,000 at March 31, 2007, from $9,096,000 on December 31, 2006.
The Company's current ratio increased to 3.01 to 1 from 2.81 to 1.
Cash used by operations for the three months ended March 31, 2007 was
$145,000 compared to $435,000 for the first three months of the prior year.
Increases in inventories and decreases in accounts payable and accrued expenses
were partially offset by reductions in accounts receivable for the three months
ended March 31, 2007.
Cash used by investing activities was $443,000 for the three months ended
March 31, 2007 compared to $199,000 for the first three months of the prior
year. Expenditures for property and equipment of $380,000 during the three
months ended March 31, 2007 were driven by Fore-Sight cerebral oximeter
demonstration units, information technology and manufacturing equipment. Prior
year expenditures reflected $212,000 of spending for leasehold improvements,
manufacturing equipment and engineering equipment. Spending for intangible
assets of $62,000 for the first three months of 2007 included deposits to secure
new leased office space and patent and trademark costs.
Cash provided by financing activities for the three months ended March 31,
2007 was $68,000 compared to $31,000 for the first three months of the prior
year. During the first three months of 2007, the Company repaid $190,000 of
long-term debt and insurance notes and received $110,000 of proceeds from the
issuance of common stock related to the exercise of stock options and
non-employee warrants. In addition, the Company realized $147,000 of federal and
state income tax benefits from the exercise of warrants.
For the remainder of 2007, the Company expects moderate increases in
spending associated with the NIRS cerebral oximetry technology and the related
Fore-Sight oximeter market penetration over amounts incurred for the first three
months of 2007. Such spending includes additional R&D, on-going clinical
studies, marketing expenses, manufacturing start-up costs and capital
expenditures. The Company believes that its sources of funds consisting of cash
and cash equivalents, cash flow from operations and funds available from the
revolving credit facility will be sufficient to meet its current and expected
short-term requirements. The Company may also pursue other debt or equity
financing alternatives to meet its capital needs. Management believes that, if
needed, it would be able to find additional sources of funds on commercially
acceptable terms which may be required to support the Company's long-term
initiatives.
Form 10-Q
March 31, 2007
Page 13
Critical Accounting Policies and Estimates
------------------------------------------
The Company's discussion and analysis of financial condition and results of
operations are based on the condensed financial statements. The preparation of
these financial statements requires the Company to make estimates and judgments
that affect the amounts reported in them. The Company's critical accounting
policies and estimates include those related to revenue recognition, the
valuations of inventories and deferred income tax assets, measuring stock
compensation, post-retirement health benefit, and warranty costs, determining
useful lives of intangible assets, and making asset impairment valuations. The
Company bases its estimates on historical experience and on various other
assumptions that management believes to be reasonable under the circumstances.
Actual results may differ from these estimates under different assumptions or
conditions. For additional information about the Company's critical accounting
policies and estimates, see Note 3 to the financial statements included in the
Company's Form 10-KSB for the year ended December 31, 2006. There were no
significant changes in critical accounting policies and estimates during the
three months ended March 31, 2007.
New accounting pronouncements and the Company's assessment of their impact
on the financial statements are disclosed in Note 7 to the notes to condensed
consolidated financial statements contained herein.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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In the normal course of business, the Company is exposed to fluctuations in
interest rates and fluctuations in foreign currency exchange rates. We do not
use derivative instruments or hedging to manage our exposures and do not
currently hold any market risk sensitive instruments for trading purposes.
ITEM 4T CONTROLS AND PROCEDURES
-------------------------------
The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure based on the definition of "disclosure
controls and procedures" in Rule 13a-15(e). In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of March 31, 2007. Based upon the foregoing evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective as of that date.
There have been no changes in the Company's internal control over financial
reporting during the quarter ended March 31, 2007 that have materially affected,
or are reasonably likely to materially affect the Company's internal control
over financial reporting.
Reference is made to the Certifications of the Chief Executive Officer and
the Chief Financial Officer about these and other matters attached as Exhibits
31.1, 31.2 and 32.1 to this report.
Form 10-Q
March 31, 2007
Page 14
PART II - OTHER INFORMATIION
----------------------------
ITEM 6 EXHIBITS
---------------
31.1 Certification pursuant to Rule 13a-14(a) of Andrew E. Kersey, President
and Chief Executive Officer
31.2 Certification pursuant to Rule 13a-14(a) of Jeffery A. Baird, Chief
Financial Officer
32.1 Certification pursuant to 18 U.S.C. 1350 of Periodic Financial Report of
Andrew E. Kersey, President and Chief Executive Officer and Jeffery A.
Baird, Chief Financial Officer
Form 10-Q
March 31, 2007
Page 15
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.
CAS MEDICAL SYSTEMS, INC.
(Registrant)
/s/ Andrew E. Kersey Date: May 14, 2007
--------------------------
By: Andrew E. Kersey
President and Chief Executive Officer
/s/ Jeffery A. Baird Date: May 14, 2007
--------------------------
By: Jeffery A. Baird
Chief Financial Officer