e10vq
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For Quarterly Period Ended: June 30, 2006
Or
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o |
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Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 |
Commission file number: 1-12214
CHAD THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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California
(State of other jurisdiction of
incorporation or organization)
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95-3792700
(I.R.S. Employer
Identification No.) |
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21622 Plummer Street, Chatsworth, CA
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91311 |
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(Address of principal executive offices)
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(Zip Code) |
(818) 882-0883
(Registrants
telephone number, including area code)
(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 þ No o
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 o Accelerated filer o Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
As of June 30, 2006, the registrant had 10,169,000 shares of its common stock outstanding.
TABLE OF CONTENTS
CHAD THERAPEUTICS, INC.
Condensed Balance Sheets
June 30, 2006 and March 31, 2006
(Unaudited)
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June 30, |
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March 31, |
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2006 |
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2006 |
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ASSETS |
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Current assets: |
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|
|
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Cash |
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$ |
1,704,000 |
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$ |
935,000 |
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Accounts receivable, less allowance for
doubtful accounts of $43,000 at
June 30, 2006, and $52,000 at
March 31, 2006 |
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3,184,000 |
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3,220,000 |
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Income taxes refundable |
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290,000 |
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383,000 |
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Inventories (Note 5) |
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6,257,000 |
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6,381,000 |
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Prepaid expenses and other assets |
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159,000 |
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178,000 |
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Deferred income taxes |
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662,000 |
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666,000 |
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|
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Total current assets |
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12,256,000 |
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11,763,000 |
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Property and equipment, at cost |
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6,150,000 |
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6,101,000 |
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Less accumulated depreciation |
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5,249,000 |
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5,151,000 |
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Net property and equipment |
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901,000 |
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950,000 |
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Intangible assets, net |
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1,038,000 |
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972,000 |
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Deferred income taxes |
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613,000 |
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600,000 |
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Other assets |
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55,000 |
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71,000 |
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Total assets |
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$ |
14,863,000 |
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$ |
14,356,000 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
1,009,000 |
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$ |
522,000 |
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Accrued expenses |
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1,523,000 |
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1,435,000 |
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Total current liabilities |
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2,532,000 |
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1,957,000 |
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Other long-term liabilities |
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2,000 |
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4,000 |
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Total liabilities |
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2,534,000 |
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1,961,000 |
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Shareholders equity: |
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Common shares, $.01 par value, authorized
40,000,000 shares; 10,169,000 and 10,158,000
shares issued and outstanding |
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13,463,000 |
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13,413,000 |
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Accumulated deficit |
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(1,134,000 |
) |
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(1,018,000 |
) |
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Total shareholders equity |
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12,329,000 |
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12,395,000 |
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Total liabilities and shareholders equity |
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$ |
14,863,000 |
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$ |
14,356,000 |
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See accompanying notes to condensed financial statements.
CHAD THERAPEUTICS, INC.
Condensed Statements of Operations
For the three months ended June 30, 2006 and 2005
(Unaudited)
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Three Months Ended |
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June 30, |
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2006 |
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2005 |
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Net sales |
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$ |
5,476,000 |
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$ |
5,895,000 |
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Cost of sales |
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3,662,000 |
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3,794,000 |
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Gross profit |
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1,814,000 |
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2,101,000 |
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Costs and expenses: |
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Selling, general, and administrative |
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1,702,000 |
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1,844,000 |
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Research and development |
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335,000 |
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332,000 |
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Total costs and expenses |
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2,037,000 |
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2,176,000 |
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Operating loss |
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(223,000 |
) |
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(75,000 |
) |
Other income |
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23,000 |
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6,000 |
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Loss before income taxes |
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(200,000 |
) |
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(69,000 |
) |
Income tax benefit |
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(84,000 |
) |
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(27,000 |
) |
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Net loss |
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$ |
(116,000 |
) |
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$ |
(42,000 |
) |
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Basic earnings (loss) per share |
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$ |
(0.01 |
) |
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$ |
0.00 |
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Diluted earnings (loss) per share |
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$ |
(0.01 |
) |
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$ |
0.00 |
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Weighted shares outstanding: |
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Basic |
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10,169,000 |
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10,134,000 |
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Diluted |
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10,169,000 |
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|
10,134,000 |
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See accompanying notes to condensed financial statements.
CHAD THERAPEUTICS, INC.
Condensed Statement of Shareholders Equity
For the three months ended June 30, 2006
(Unaudited)
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Common Shares |
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Accumulated |
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Shares |
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Amount |
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Deficit |
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Balance as of March 31, 2006 |
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10,158,000 |
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$ |
13,413,000 |
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$ |
(1,018,000 |
) |
Stock-based compensation |
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10,000 |
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Restricted stock |
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11,000 |
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40,000 |
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Net loss |
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(116,000 |
) |
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Balance at June 30, 2006 |
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10,169,000 |
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13,463,000 |
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$ |
(1,134,000 |
) |
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See accompanying notes to condensed financial statements. |
CHAD THERAPEUTICS, INC.
Condensed Statement of Cash Flows
For the three months ended June 30, 2006 and 2005
(Unaudited)
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Three Months Ended |
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June 30, |
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2006 |
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2005 |
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Cash flows from operating activities: |
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Net loss |
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$ |
(116,000 |
) |
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$ |
(42,000 |
) |
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities: |
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Depreciation and amortization of property and equipment |
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98,000 |
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108,000 |
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Amortization of intangibles |
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11,000 |
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10,000 |
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Provision for losses on receivables |
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3,000 |
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Decrease (increase) in deferred income taxes |
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(9,000 |
) |
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(27,000 |
) |
Stock-based compensation |
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20,000 |
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Changes in assets and liabilities: |
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Decrease (increase) in accounts receivable |
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36,000 |
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441,000 |
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Decrease (increase) in inventories |
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124,000 |
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365,000 |
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Decrease (increase) in income taxes refundable |
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93,000 |
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|
119,000 |
|
Decrease (increase) in prepaid expenses and other assets |
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35,000 |
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3,000 |
|
Increase (decrease) in accounts payable |
|
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487,000 |
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(421,000 |
) |
Increase (decrease) in accrued expenses |
|
|
118,000 |
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51,000 |
|
Increase (decrease) in income taxes payable |
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(188,000 |
) |
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Net cash provided by operating activities |
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897,000 |
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|
422,000 |
|
Cash flows from investing activities: |
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Additions to intangible assets |
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(77,000 |
) |
|
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(45,000 |
) |
Capital expenditures |
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|
(49,000 |
) |
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(83,000 |
) |
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Net cash used in investing activities |
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|
(126,000 |
) |
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|
(128,000 |
) |
Cash flows from financing activities: |
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Other long-term liabilities |
|
|
(2,000 |
) |
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|
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Net cash used in financing activities |
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(2,000 |
) |
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Net increase in cash |
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|
769,000 |
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|
294,000 |
|
Cash beginning of period |
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|
935,000 |
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|
177,000 |
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Cash end of period |
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$ |
1,704,000 |
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$ |
471,000 |
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|
See accompanying notes to condensed financial statements.
CHAD THERAPEUTICS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. |
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Interim Reporting |
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CHAD Therapeutics, Inc. (the Company) is in the business of developing, producing, and
marketing respiratory care devices designed to improve the efficiency of oxygen delivery systems
for home health care and hospital treatment of patients suffering from pulmonary diseases. |
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In the opinion of management, all adjustments necessary, which are of a normal and recurring
nature, for a fair presentation of the results for the interim periods presented, have been
made. The results for the three-month period ended June 30, 2006, are not necessarily
indicative of the results expected for the year ended March 31, 2007. The interim statements
are condensed and do not include some of the information necessary for a more complete
understanding of the financial data. Accordingly, your attention is directed to the footnote
disclosures found in the March 31, 2006, Annual Report and particularly to Note 1 which includes
a summary of significant accounting policies. |
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2. |
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Revenue Recognition |
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The Company recognizes revenue when title and risk of loss transfers to the customer and the
earnings process is complete. Under a sales-type lease agreement, revenue is recognized at the
time of shipment with interest income recognized over the life of the lease. The Company
records all shipping fees billed to customers as revenue, and related costs as costs of good
sold, when incurred. |
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3. |
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Major Customers |
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Three Months Ended |
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June 30, |
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2006 |
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2005 |
|
Customer A** |
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36.6 |
% |
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36.5 |
% |
Customer B |
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12.8 |
% |
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* |
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* |
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Indicates sales less than 10% of the Companys net sales |
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** |
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Indicates national chain customer |
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The Companys customers are affected by Medicare reimbursement policy as
approximately 80% of home oxygen patients are covered by Medicare and other government
programs. |
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4. |
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Concentration of Credit Risk |
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At times the Company maintains balances of cash that exceed $100,000 per account, the maximum
insured by the Federal Deposit Insurance Corporation. The Companys right to the cash is
subject to the risk that the financial institution will not pay when cash is requested. The
potential loss is the amount in any one account over $100,000. At June 30, 2006, the amount at
risk was approximately $1,604,000. |
The significant outstanding accounts receivable balances in 2006 were as follows:
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June 30 |
|
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March 31 |
|
Customer A** |
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28.1 |
% |
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|
25.4 |
% |
Customer B |
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21.8 |
% |
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21.6 |
% |
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|
** |
|
Indicates national chain customer. |
5. |
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Inventories |
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Inventories in 2006 are summarized as follows: |
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June 30 |
|
|
March 31 |
|
Finished goods |
|
$ |
1,694,000 |
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|
$ |
1,706,000 |
|
Work-in-process |
|
|
1,626,000 |
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|
1,234,000 |
|
Raw materials |
|
|
2,937,000 |
|
|
|
3,441,000 |
|
|
|
|
|
|
|
|
|
|
$ |
6,257,000 |
|
|
$ |
6,381,000 |
|
|
|
|
|
|
|
|
6. |
|
Line of Credit |
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|
In December 2005, the Company entered into a $1 million revolving line of credit agreement
that expires in December 2006. Advances under the line of credit bear interest at the banks
prime rate (8.25% at June 30, 2006) and are secured by inventories and accounts receivable.
Under the terms of the credit agreement, the Company is required to maintain a specific working
capital, net worth, profitability levels, and other specific ratios. In addition, the
agreement prohibits the payment of cash dividends and contains certain restrictions on the
Companys ability to borrow money or purchase assets or interests in other entities without
prior written consent of the bank. At June 30, 2006, the Company was not in compliance with
certain of the covenants related to profitability and is currently renegotiating changes to the
line of credit. There were no borrowings under the line of credit at June 30, 2006. |
|
7. |
|
Leasing Arrangements |
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|
In the second quarter of fiscal year 2006, the Company entered into a capital lease agreement
for certain plant equipment totaling $14,000, with annual lease payments of $7,000, a fixed
interest rate of 7% and a purchase option at lease end in August 2007. The current portion of
$7,000 and the long-term portion of $2,000 is included in accounts payable and other long-term
liabilities, respectively. Amortization of plant equipment under capital leases is included in depreciation
expense. |
8. |
|
Earnings (Loss) Per Common Share |
|
|
|
Following is a reconciliation of the numerators and denominators used in the calculation of
basic and diluted earnings (loss) per common share: |
|
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|
|
|
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|
|
|
|
Three Months Ended |
|
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
Basic earnings (loss) per share: |
|
|
|
|
|
|
|
|
Numerator-net earnings (loss) |
|
$ |
(116,000 |
) |
|
$ |
(42,000 |
) |
Denominator-weighted average
common shares outstanding |
|
|
10,169,000 |
|
|
|
10,134,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share |
|
$ |
(0.01 |
) |
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share: |
|
|
|
|
|
|
|
|
Numerator-net earnings (loss) |
|
$ |
(116,000 |
) |
|
$ |
(42,000 |
) |
Denominator-weighted average
common shares outstanding |
|
|
10,169,000 |
|
|
|
10,134,000 |
|
Diluted effect of common
stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,169,000 |
|
|
|
10,134,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share |
|
$ |
(0.01 |
) |
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
|
Options to purchase 941,000 shares of common stock at prices ranging from $0.50 to $11.50
per share and 975,000 shares of common stock at prices ranging from $0.50 to $12.54 were not
included in the computation of diluted earnings per share for the three month periods ended June
30, 2006 and 2005, respectively, because their effect would have been anti-dilutive. |
|
9. |
|
Income Tax Expense |
|
|
|
Based on managements earnings projections for the fiscal year ended 2007, the Company has
forecasted an effective tax rate of 42 percent. The Company has California net operating loss
carryforwards of $2,364,000 of which $606,000 expires in 2007 and the remaining balance expires
in 2013. |
10. |
|
Geographic Information |
|
|
|
The Company has one reportable operating segment. Geographic information regarding the
Companys net sales is as follows: |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
United States |
|
$ |
4,354,000 |
|
|
$ |
5,121,000 |
|
Canada |
|
|
54,000 |
|
|
|
56,000 |
|
Japan |
|
|
126,000 |
|
|
|
188,000 |
|
Europe |
|
|
854,000 |
|
|
|
466,000 |
|
All other countries |
|
|
88,000 |
|
|
|
64,000 |
|
|
|
|
|
|
|
|
|
|
$ |
5,476,000 |
|
|
$ |
5,895,000 |
|
|
|
|
|
|
|
|
|
|
All long-lived assets are located in the United States. |
|
|
|
Sales of OXYMATIC®, LOTUS and CYPRESS OXYPneumatic® conservers and SAGE Therapeutic devices
accounted for 70% of the Companys sales for the three-month periods ended June 30, 2006 and
2005. |
|
11. |
|
Stock Option Plan |
|
|
|
On April 1, 2006, the Company adopted Statement of Financial Accounting Standards 123R,
Share-Based Payment, which revised SFAS 123, Accounting for Stock-Based Compensation. The
Company adopted FAS 123R using the modified prospective transition method. Previously, the
Company had followed APB 25, accounting for employee stock options at intrinsic value.
Accordingly, during the three-month period ended June 30, 2006, the Company recorded stock-based
compensation expense for awards granted prior to, but not yet vested, as of April 1, 2006, as if
the fair value method required for pro forma disclosure under FAS 123 were in effect for expense
recognition purposes, adjusted for estimated forfeitures. For stock-based awards granted after
April 1, 2006, the Company will recognize compensation expense based on the estimated grant date
fair value method using the Black-Scholes valuation model. For these awards, the Company will
recognize compensation expense using a straight-line method. As FAS 123R requires that stock
based compensation expense be based on awards that are ultimately expected to vest, stock-based
compensation for the three-month period ended June 30, 2006 has been reduced for estimated
forfeitures. For the three-month period ended June 30, 2006 stock-based compensation expense of
$10,000 was recorded to selling, general, and administrative expenses. Due to the prospective
adoption of SFAS No. 123R, results for prior period have not been restated. |
|
|
|
The Company has an equity incentive plan (the Plan) for key employees as defined under Section
422(A) of the Internal Revenue Code. The Plan provides that 750,000 common shares be reserved
for issuance under the Plan, which expires on September 8, 2014, of which approximately 705,000
are available were available for future grant at June 30, 2006. In addition, the Plan provides
that non-qualified options can be granted to directors and independent contractors of the
Company. Stock options are granted with an exercise price equal to the market value of a share
of the Companys |
|
|
stock on the date of the grant. Historically, grants to non-employee directors have vested over
two years while the majority of grants to employees have vested over two to five years of
continuous service. In fiscal year 2006, 40,000 options were issued with vesting periods less
than one year. All options granted to date have ten-year contractual terms from the date of the
grant. |
|
|
|
The fair value of each stock option award is estimated on the date of the grant using the
Black-Scholes option valuation model. Expected volatility is based on the historical volatility
of the Companys stock. No expected dividend yield is used since the Company has not
historically declared or paid dividends and no dividends are expected in the foreseeable future.
The risk-free interest rate is based on the U.S. treasury yield curve on the grant date for the
expected term of the option. The Company did not grant any stock options during the three
months ended June 30, 2006. The following weighted-average assumptions were used in calculating
the fair value of stock options granted during the three months ended June 30, 2005 using the
Black-Scholes option valuation model: |
|
|
|
|
|
Expected life (in years) |
|
|
8.0 |
|
Expected volatility factor |
|
|
79.0 |
% |
Risk free interest rate |
|
|
4.3 |
% |
Dividend yield |
|
|
0.0 |
|
Forfeiture rate |
|
|
4.0 |
% |
A summary of stock option activity as of and for the quarter ended June 30, 2006 is presented
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining |
|
|
|
|
|
|
|
|
|
|
Exercise |
|
|
Contractual |
|
|
Aggregate |
|
|
|
|
|
|
|
Price Per |
|
|
Term |
|
|
Intrinsic Value |
|
|
|
Shares |
|
|
Share |
|
|
(in years) |
|
|
(in thousands) |
|
|
|
|
Outstanding at March 31, 2006 |
|
|
945,000 |
|
|
$ |
2.22 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited or expired |
|
|
4,000 |
|
|
|
3.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2006 |
|
|
941,000 |
|
|
$ |
2.21 |
|
|
|
4.8 |
|
|
$ |
|
|
|
|
|
|
|
|
|
As of June 30, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable |
|
|
899,000 |
|
|
$ |
2.22 |
|
|
|
4.8 |
|
|
$ |
|
|
Vested and expected to vest |
|
|
925,000 |
|
|
$ |
2.25 |
|
|
|
4.8 |
|
|
$ |
|
|
|
|
|
|
|
|
|
No options were granted or exercised during the first quarter of fiscal year 2007 or 2006.
The aggregate intrinsic value is calculated as the difference between the exercise price of the
underlying awards and the quoted price of the Companys common stock at June 30, 2006 for the
options that were in-the-money at June 30, 2006. As of June 30, 2006, there was approximately
$52,000 of unrecognized compensation cost related to unvested stock-based compensation
arrangements granted under the Plan. That cost is expected to be recognized over a
weighted-average period of 13 months.
Prior to the adoption of FAS 123R, the Company provided the disclosures required under FAS 123,
as amended by FAS No. 148, Accounting for Stock-Based Compensation Transitions and
Disclosures. Employee stock-based compensation expense recognized under FAS 123R was not
reflected in our results of operations for the three-month period ended June 30, 2005 as all
options were granted with an exercise price equal to the market value of the underlying common
stock on the date of the grant. The pro forma information for the three months ended June 30,
2005 is as follows:
|
|
|
|
|
|
|
Three Months |
|
|
|
Ended |
|
|
|
June 30, 2005 |
|
Net loss, as reported |
|
$ |
(42,000 |
) |
Deduct: Total stock-based employee
compensation expense determined under
fair value-based method for all awards, net
of related tax effects |
|
|
21,000 |
|
|
|
|
|
Pro forma net loss |
|
$ |
(63,000 |
) |
|
|
|
|
|
|
|
|
|
Earnings (loss) per share: |
|
|
|
|
Basic as reported |
|
$ |
0.00 |
|
Basic proforma |
|
|
(0.01 |
) |
Diluted as reported |
|
|
0.00 |
|
Diluted proforma |
|
$ |
(0.01 |
) |
12. |
|
Reclassifications |
|
|
|
Certain reclassifications have been made to the fiscal year 2006 financial data to conform with
the 2007 presentation. The Company added provisions for losses on receivables as an adjustment
to reconcile net earnings (loss) to net cash provided by operating activities to its condensed
statements of cash flows. |
|
13. |
|
Use of Estimates |
|
|
|
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues, and expenses, and the disclosure of contingent assets
and liabilities at the date of the financial statements. Actual results may differ from those
estimates. |
|
14. |
|
Accounting Standards |
|
|
|
In November 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 151 (Inventory Costs), an amendment of ARB No. 43,
Chapter 4. The statement clarifies accounting for abnormal amounts of the idle facility
expense, freight, handling costs, and spoilage and requires those items to be expensed when
incurred. SFAS 151 is applicable to inventory costs incurred during fiscal years beginning
after June 15, 2005. The Company adopted SFAS No. 151 on April 1, 2006, and the Company did
not incur a significant impact to its financial statements. |
|
|
|
In December 2004, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard (SFAS) No. 123R (Share-Based Payment). SFAS 123R requires the Company
to recognize compensation expense based on the fair |
|
|
value of equity instruments awarded to employees. The Company adopted SFAS 123R on April 1,
2006, and the Company did not incur a significant impact to its financial statements. |
|
|
|
In June 2006, the Financial Accounting Standards Board ratified EITF Issue No. 06-3, How Taxes
Collected from Customers and Remitted to Governmental Authorities Should be Presented in the
Income Statement. The EITF provides guidance on the proper presentation of tax assessed by a
governmental authority that is directly imposed on a revenue-producing transaction between a
seller and a customer and requires disclosure of the Companys accounting policy decision. The
consensus becomes effective for periods beginning after December 15, 2006. The Company is
evaluating the impact of this interpretation and does not anticipate a significant impact to
its financial statements upon implementation. |
|
|
|
In June 2006, the Financial Accounting Standards Board issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes. Interpretation No. 48 prescribes a recognition
threshold and measurement attribute for financial statement recognition and measurement of a
tax position taken, or expected to be taken, in a tax return. The Interpretation also provides
guidance on derecognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. This Interpretation is effective for fiscal years
beginning after December 15, 2006. The Company is evaluating the impact of this interpretation
and does not anticipate a significant impact to its financial statements upon implementation. |
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement
Certain statements in this report, including statements regarding our strategy, financial
performance and revenue sources, are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended, and are subject to the safe
harbors created by those sections. These forward-looking statements are based on our current
expectations, estimates and projections about our industry, managements beliefs, and certain
assumptions made by us. Such statements are not guarantees of future performance and are subject to
certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual
results could differ materially and adversely from those expressed in any forward-looking
statements as a result of various factors. The section entitled Outlook Issues and Risk set
forth in this Form 10-Q and similar discussions in filings with the Securities and Exchange
Commission made from time to time, including other quarterly reports on Form 10-Q, our Annual
Reports on Form 10-K, and in our other SEC filings, discuss some of the important risk factors that
may affect our business, results of operations and financial condition.
The following discussion should be read in conjunction with our condensed financial statements and
notes thereto.
Overview
CHAD Therapeutics, Inc. (the Company) develops, assembles and markets medical devices that
furnish supplementary oxygen to home health care patients. The Company was a pioneer in developing
oxygen conserving devices that enhance the quality of life for patients by increasing their
mobility and, at the same time, lower operating costs by achieving significant savings in the
amount of oxygen actually required to properly oxygenate patients. The market for oxygen
conserving devices has been, and continues to be, significantly affected by increased competition,
consolidation among home oxygen dealers, and revisions (and proposed revisions) in governmental
reimbursement policies. All of these factors, as described more fully below, have contributed to a
more competitive market for the Companys products.
The current procedures for reimbursement by Medicare for home oxygen services provide a prospective
flat fee monthly payment based solely on the patients prescribed oxygen requirement. Beginning
January 1, 2006, the reimbursement procedures have been modified to provide that title for the
equipment being used by a patient transfers to the patient after 36 months. Under this system,
inexpensive concentrators have grown in popularity because of low cost and less frequent servicing
requirements. At the same time, oxygen conserving devices, such as the Companys products, have
also grown in popularity due to their ability to extend the life of oxygen supplies and reduce
service calls by dealers, thereby providing improved mobility for the patient and cost savings for
dealers. However, the uncertainties created by the new reimbursement procedures have
adversely affected the market for our products by causing many home health care dealers to delay
product purchases as they seek to assess the impact of the new procedures.
In addition, other changes in the health care delivery system, including the increase in the
acceptance and utilization of managed care, have stimulated a significant consolidation among home
care providers. Major national and regional home medical equipment chains have continued to expand
their distribution networks through the acquisition of independent dealers in strategic areas.
Margins on sales to national chains are generally lower due to quantity pricing and management
anticipates continued downward pressure on its average selling price. Four major national chains
accounted for approximately 43% and 44% of the Companys net sales for the three-month periods
ended June 30, 2006 and 2005, respectively while one chain accounted for 37% of net sales for the
three-month periods ended June 30, 2006 and 2005. One international customer accounted for 13% and
7% of net sales during the three-month periods ended June 30, 2006 and 2005, respectively. This
increased dependence on a limited number of large customers may result in greater volatility and
unpredictability of future operating results as changes in the purchasing decisions by one or more
major customers can have a material effect upon our financial statements.
The Company believes that price competition and continuing industry consolidation will continue to
affect the marketplace for the foreseeable future. To address the competitive nature of the oxygen
conserver marketplace, the Company has developed and introduced a number of new products in this
area in recent years. The first of these, the OXYMATIC® 401 conserver, received 510(k) clearance
from the Food and Drug Administration in June 2000, and shipments of the new product began in July
2000. The second, the OXYMATIC 411 conserver, was cleared in December 2000 and shipments began in
January 2001. The third, the OXYMATIC 401A and 411A conservers, received clearance in March 2001
with shipments beginning that month. The SEQUOIA OXYMATIC 300 series conservers began shipping in
December 2001, and the Company began shipment of the CYPRESS OXYPneumatic conserver in July 2002.
The Company received clearance from the FDA to market its newest oxygen conserving device, the
LOTUS Electronic Oxygen Conserver, in October 2004 and began shipment of the device in November
2005. The LOTUS Electronic Oxygen Conserver weighs less than one (1) pound and will be offered
with or without a breath-sensing alarm. It also offers additional liter flow settings and an
extended battery life of up to four months of normal usage on two AA-size batteries. Management
believes the features and improvements in these products have enabled the Company to regain some of
the market share lost in the conserver market prior to 2001 and reestablish the Company as a leader
in the conserver market.
In May of 2004, the Company received clearance from the FDA to market its SAGE Oxygen Therapeutic
Device. The SAGE device is the first in a planned family of oxygen therapeutic devices that use
the Companys proprietary technologies to sense a patients movements and automatically adjust the
rate of oxygen delivery to reduce the risk of desaturation as activity increases. This device
combines the industrys first, truly dynamic delivery technology with the proven oxygen sensor
technology in the OXYMATIC 400 series conservers. As a result, the SAGE Oxygen Therapeutic Device
addresses the common problem of oxygen desaturation, which causes a patient to feel weak and out of
breath when activity increases, while it still improves patient ambulatory capability. This device
underscores the Companys dedication to providing home care
suppliers and their patients with the widest range of home oxygen choices to suit individual needs,
preferences and disease conditions. The Company began selling the SAGE nationwide in October 2004.
No estimate can currently be made regarding the level of success the Company may achieve with this
line of products or when the additional therapeutic devices that are now in development, and which
are based on this advanced new platform, may be introduced to the market.
In 1998, the Company introduced the TOTAL O2® Delivery System, which provides stationary oxygen for
patients at home, portable oxygen, including an oxygen conserving device for ambulatory use, and a
safe and efficient mechanism for filling portable oxygen cylinders in the home. This provides home
care dealers with a means to reduce their monthly cost of servicing patients while at the same time
providing a higher quality of service by maximizing ambulatory capability. The Company received
clearance in November 1997 from the Food and Drug Administration to sell this product. Initial
sales of the TOTAL O2 system were adversely affected by several factors, including the overall home
oxygen market climate as well as home care providers reluctance to invest in the higher cost of
the TOTAL O2 Delivery System to achieve the lower monthly operating costs. Recent changes in home
oxygen reimbursement appear to be causing home care providers to examine their operating costs more
carefully and this is improving the marketing climate for the TOTAL O2 system.
The Companys growth strategy for the future includes the following:
|
|
Development of additional oxygen conserver models, such as the
LOTUS Electronic Oxygen Conserver with a view to diversifying the
product line in order to offer customers a range of oxygen
conservation choices; |
|
|
|
An effort to expand the Companys product lines and improve
existing products through the investment in and development of new
technologies, such as proprietary sensor technology and control
software licensed in January of 2003 and the introduction of the
SAGE Oxygen Therapeutic Device in May 2004. These new
technologies should provide the Company with an opportunity to
expand its oxygen delivery product lines and potentially enter the
high-growth sleep disorder market; and |
|
|
|
A continued promotional and educational campaign with respect to
the benefits of the TOTAL O2 system. |
While management believes the current growth strategy should enhance the Companys competitive
position and future operating performance, continuing price pressure on our conservers and concerns
about reimbursement change have depressed operating results for the first three months of fiscal
2007. In addition, the Companys increased dependence on a limited number of large customers has
increased the volatility of our operating results. Management of the Company will continually
monitor these trends and will attempt to remain flexible in order to adjust to possible future
changes in the market for respiratory care devices. For information that may affect the outcome of
forward-looking statements in this Overview regarding the Companys business strategy and its
introduction of new products, see Outlook: Issues and Risks New Products, Consolidation of Home
Care Industry, Competition, Rapid Technological Change, and
Potential Changes in the Administration of Health Care, beginning on page 17 of the Companys 2005
Annual Report.
Results of Operations
Net sales for the three-month periods ended June 30, 2006 and 2005, decreased by $419,000 (7.1%)
and $204,000 (3.3%), respectively, as compared to the same periods in the prior year. The primary
reason for the decrease in sales for the three-month periods ended June 30, 2006 was price
reductions on conservers; however the decrease in sales for the three months ended June 30, 2005
was also impacted by reduced sales to a large customer. Unit sales of conservers and therapeutic
devices for the three months ended June 30, 2006 increased 3.9%, from the prior year, while unit
sales for the three-month period ended June 30, 2005 decreased 4.1%. However, revenues from
conserver and therapeutic device sales decreased by 7.5% and 13.9% for the three-month periods
ended June 30, 2006 and 2005, respectively. As noted above, management expects continued downward
pressure on its average selling price. In addition, future operating results may be increasingly
dependent upon purchase decisions of a limited number of large customers.
Revenues from TOTAL O2 sales decreased 16.6% for the three-month period ended June 30, 2006 as
compared to the same period in the prior year. The Company believes that the January 2, 2006
modification of reimbursement procedures that provides for title of equipment being used by a
patient to transfer to the patient after 36 months is impacting the Companys sales overall and in
particular sales of the TOTAL O2. Revenues from TOTAL O2 sales increased 16.7% for the three-month
period ended June 30, 2005 as compared to the same period in the prior year due to sales to a large
customer and continued acceptance of this product in the marketplace.
Sales to foreign distributors represented 20.5% and 13.3% of net sales for the three-month periods
ended June 30, 2006 and 2005, respectively, representing a 42.8% and a 161.8% increase over the
respective previous years. This increase was driven by higher conserver sales and management
expects this trend to continue for the balance of the current fiscal year. Management believes
there may be substantial growth opportunities for the Companys products in a number of foreign
markets and we currently expect an increase in sales to foreign distributors during the upcoming
twelve months. However, quarter-to-quarter sales may fluctuate depending on the timing of
shipments. All foreign sales are denominated in US dollars.
Cost of sales as a percent of net sales increased from 64.4% to 66.9% and from 60.3% to 64.4% for
the three-month periods ended June 30, 2006 and 2005, respectively, as compared to the same periods
in the prior year. For the three-month period ended June 30, 2006, the increase in cost of sales
as a percentage of net sales was a result of downward price pressures in the marketplace, as well
as the decrease in sales without a corresponding decrease in fixed costs. For the period ended
June 30, 2005, the increase was a result of downward price pressures in the marketplace, increased
sales to certain chains, and a change in the product mix, as the TOTAL O2 system has a lower gross
profit margin than conservers. We currently expect downward price pressure for the foreseeable
future.
Selling, general, and administrative expenditures decreased from 31.3% to 31.1% and increased from
28.5% to 31.3% as a percentage of net sales for the three-month periods ended June 30, 2006 and
2005, as compared to the same periods in the prior year. The Companys cost reduction efforts over
the past two years have helped align staffing and operating expenses more closely with current
sales expectations but were offset to some extent by growth in the Companys sales force. Research
and development expenses increased by $3,000 and decreased by $78,000 for the three-month periods
ended June 30, 2006 and 2005, respectively, as compared to the same periods in the prior year.
Currently management expects research and development expenditures to total approximately
$1,500,000 in the fiscal year ending March 31, 2007, on projects to enhance and expand the
Companys product line. During fiscal year 2006, the Company spent $1,574,000 on research and
development.
In assessing the realizability of deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax assets will be realized. At June 30,
2006, the Companys net deferred tax assets are partially offset by a valuation allowance. The
Company will continue to assess the valuation allowance and to the extent it is determined that
such allowance is no longer required, the tax benefit of the remaining net deferred tax assets will
be recognized in the future. The Company has California net operating loss carryforwards of
$2,364,000 against which a partial allowance has been recorded.
Financial Condition
At June 30, 2006, the Company had cash totaling $1,704,000 or 11.5% of total assets, as compared to
$935,000 (6.5% of total assets) at March 31, 2006. Net working capital decreased from $9,806,000
at March 31, 2006 to $9,724,000 at June 30, 2006. Net accounts receivable decreased $36,000 during
the three months ended June 30, 2006, due to the timing of payments from significant customers.
Future increases or decreases in accounts receivable will generally coincide with sales volume
fluctuations and the timing of shipments to foreign customers. During the same period, inventories
decreased $124,000. The Company attempts to maintain sufficient inventories to meet its customer
needs as orders are received and new products are introduced. Thus, future inventory and related
accounts payable levels will be impacted by the ability of the Company to maintain its safety stock
levels. If safety stock levels drop to target amounts, then inventories in subsequent periods will
increase more rapidly as inventory balances are replenished. The Company experienced a significant
inventory build up in the latter part of fiscal 2005 to fill certain customer orders and
anticipated customer orders of the SAGE device. Certain of these orders did not materialize or
were deferred. In March 2006, the Company established a $739,000 reserve against slow-moving
inventories related to the build-up.
The Company depends primarily upon its cash flow from operations to meet its capital requirements.
Cash derived from operations will depend on the ability of the Company to maintain profitable
operations and the timing of increases in receivables and inventories. Historically, the Company
has financed its inventory requirements out of cash flow, and it has not sought to finance its
accounts receivable. In December 2005, the Company entered into a $1 million line of credit
agreement. The line of credit was established in order to fund anticipated capital expenditures.
As of June 30, 2006, there were no borrowings under the line of credit. Advances under the line of
credit bear
interest at the banks prime rate (7.25% at December 31, 2005) and are secured by inventories and
accounts receivable. Under the terms of the credit agreement, the Company is required to maintain
a specific working capital, net worth, profitability levels, and other specific ratios. In
addition, if advances were outstanding, the agreement would prohibit the payment of cash dividends
and contains certain restrictions on the Companys ability to borrow money or purchase assets or
interests in other entities without prior written consent of the bank. At June 30, 2006, the
Company was not in compliance with certain of the covenants related to profitability and is
currently negotiating changes to the line of credit agreement. The Company expects capital
expenditures during the next twelve months to be approximately $476,000 and anticipates that cash
flow from operations will be adequate to fund the Companys planned capital expenditures.
The following table aggregates all of the Companys material contractual obligations as of June 30,
2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 1 |
|
|
1 3 |
|
|
3-5 |
|
|
After 5 |
|
|
|
Total |
|
|
Year |
|
|
Years |
|
|
Years |
|
|
Years |
|
Contractual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease
obligations |
|
$ |
888,000 |
|
|
$ |
435,000 |
|
|
$ |
453,000 |
|
|
|
|
|
|
|
|
|
Minimum royalty
obligations |
|
$ |
2,937,000 |
|
|
$ |
523,000 |
|
|
$ |
1,590,000 |
|
|
$ |
757,000 |
|
|
$ |
67,000 |
|
Employee obligations |
|
$ |
440,000 |
|
|
$ |
160,000 |
|
|
$ |
280,000 |
|
|
|
|
|
|
|
|
|
Capital lease
obligations |
|
$ |
9,000 |
|
|
$ |
7,000 |
|
|
$ |
2,000 |
|
|
|
|
|
|
|
|
|
Operating lease commitments consist primarily of a real property lease for the Companys
corporate office, as well as minor equipment leases. Payments for these lease commitments are
provided for by cash flows generated from operations. Please see Note 8 to the financial
statements in the 2006 Annual Report.
Employee obligations consist of an employment agreement (the Employment Agreement) with Thomas E.
Jones Chairman of the Board of Directors. The Employment Agreement does not have a specific term
and provides for a base salary of $160,000 per year, which is subject to annual review of the Board
of Directors. The Employment Agreement may be terminated at any time by the Company, with or
without cause, and may be terminated by Mr. Jones upon 90 days notice. If Mr. Jones resigns or is
terminated for cause (as defined in the Employment Agreement), he is entitled to receive only his
base salary and accrued vacation through the effective date of his resignation or termination. If
Mr. Jones is terminated without cause, he is entitled to receive a severance benefit in accordance
with the Companys Severance and Change of Control Plan, or if not applicable, a severance benefit
equal to 200% of his salary and incentive bonus for the prior fiscal year. In estimating its
contractual obligation, the Company has assumed that Mr. Jones will voluntarily retire at the end of the year he turns 65
and that no severance benefit will be payable. This date may not represent the actual date the
Companys payment obligations under the Employment Agreement are extinguished.
The Company does not have any outstanding debt and is not subject to any covenants or contractual
restrictions limiting its operations with the exception of those required by its
line of credit agreement indicated above. The Company has not adopted any programs that provide
for post-employment retirement benefits; however, it has on occasion provided such benefits to
individual employees. The Company does not have any off-balance sheet arrangements with any
special purpose entities or any other parties, does not enter into any transactions in derivatives,
and has no material transactions with any related parties.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ significantly from those estimates under
different assumptions and conditions. Management believes that the following discussion addresses
the accounting policies and estimates that are most important in the portrayal of the Companys
financial condition and results.
Allowance for doubtful accounts the Company provides a reserve against receivables for estimated
losses that may result from our customers inability to pay. The amount of the reserve is based on
an analysis of known uncollectible accounts, aged receivables, historical losses, and
credit-worthiness. Amounts later determined and specifically identified to be uncollectible are
charged or written off against this reserve. The likelihood of material losses is dependent on
general economic conditions and numerous factors that affect individual accounts.
Inventories the Company provides a reserve against inventories for excess and slow moving items.
The amount of the reserve is based on an analysis of the inventory turnover for individual items in
inventory. The likelihood of material write-downs is dependent on customer demand and competitor
product offerings.
Intangible and long-lived assets The Company assesses whether or not there has been an impairment
of intangible and long-lived assets in evaluating the carrying value of these assets. Assets are
considered impaired if the carrying value is not recoverable over the useful life of the asset. If
an asset is considered impaired, the amount by which the carrying value exceeds the fair value of
the asset is written off. The likelihood of a material change in the Companys reported results is
dependent on each assets ability to continue to generate income, loss of legal ownership or title
to an asset, and the impact of significant negative industry or economic trends.
Deferred income taxes the Company provides a valuation allowance to reduce deferred tax assets to
the amount expected to be realized. The likelihood of a material change in the expected
realization of these assets depends on the Companys ability to generate future taxable income.
Revenue recognition The Company recognizes revenue when title and risk of loss transfers to the
customer and the earnings process is complete. Under a sales-type lease
agreement, revenue is
recognized at the time of shipment with interest income recognized
over the life of the lease. The Company records all shipping fees billed to customers as revenue,
and related costs as costs of good sold, when incurred.
Outlook: Issues & Risks
The report contains forward-looking statements, which reflect the Companys current views with
respect to future events and financial performance. These forward-looking statements are subject
to certain risks and uncertainties, which may cause actual operating results to differ materially
from currently, anticipated results. Among the factors that could cause actual results to differ
materially are the following:
Dependence Upon a Single Product Line
Although the Company currently markets a number of products, these products comprise a single
product line for patients requiring supplementary oxygen. The Companys future performance is thus
dependent upon developments affecting this segment of the health care market and the Companys
ability to remain competitive within this market sector.
Consolidation of Home Care Industry Dependence on Key Customers Pressure on Selling Prices
The home health care industry is undergoing significant consolidation. As a result, the market for
the Companys products is increasingly influenced by major national chains. Four major national
chains accounted for 43% of the Companys net sales during the year ended March 31, 2006 and for
the three months ended June 30, 2006. One major customer accounted for 36% of net sales for the
year ended March 31, 2006, and 37% for the three months ended June 30, 2006. Future sales may be
increasingly dependent upon a limited number of customers, which may reduce our average selling
price due to quantity pricing and which may result in greater volatility and less predictability of
the Companys operating results. Moreover, the loss of a major customer or a significant decline
in orders from a major customer could have a material adverse effect upon the Companys revenues
and profitability.
New Products
The Companys future growth in the near term will depend in significant part upon its ability to
successfully introduce new products. In recent years, the Company has introduced the OXYMATIC 400
series, the SEQUOIA, CYPRESS OXYPneumatic, and LOTUS conservers, and the TOTAL O2 Delivery System
and in May 2004 introduced the SAGE Oxygen Therapeutic Device. The Company is currently developing
additional new products. The success of the Companys products will depend upon the health care
communitys perception of such products capabilities, clinical efficacy, and benefit to patients
as well as obtaining timely regulatory approval for new products. In addition, prospective sales
will be impacted by the degree of acceptance achieved among home oxygen dealers and patients
requiring supplementary oxygen. The Companys ability to continue to successfully develop,
introduce, and promote new products cannot be determined at this time.
Competition
The Companys success in the early 1990s has drawn competition to vie for a share of the home
oxygen market. These new competitors include both small and very large companies. While the
Company believes the quality of its products and its established reputation will continue to be a
competitive advantage, some competitors have successfully introduced lower priced products that do
not provide oxygen conserving capabilities comparable to the Companys products. Most of these
competitors have greater capital resources than the Company. Some of the competitors benefit from
being able to offer dealers a broad range of home health care products, while the Companys
products are limited to supplementary oxygen devices. The Company expects the increased
competition in the home oxygen market will continue to intensify with adverse effects on the prices
the Company can charge for certain of its products.
Availability and Reliability of Third Party Component Products
The Company tests and packages its products in its own facility. Some of its other manufacturing
processes are conducted by other firms. The Company expects to continue using outside firms for
certain manufacturing processes for the foreseeable future and is thus dependent on the reliability
and quality of parts supplied by these firms. From time to time, the Company has experienced
problems with the reliability of components produced by third party suppliers. The Companys
agreements with its suppliers are terminable at will or by notice. The Company believes that other
suppliers would be available in the event of termination of these arrangements. No assurance can
be given, however, that the company will not suffer a material disruption in the supply of parts
required for its products.
Rapid Technological Change
The health care industry is characterized by rapid technological change. The Companys products
may become obsolete as a result of new developments. The Companys ability to remain competitive
will depend to a large extent upon its ability to anticipate and stay abreast of new technological
developments related to oxygen therapy. The Company has limited internal research and development
capabilities. Historically, the Company has contracted with outside parties to develop new
products. Some of the Companys competitors have substantially greater funds and facilities to
pursue research and development of new products and technologies for oxygen therapy.
Potential Changes in Administration of Health Care
A number of proposals to regulate, control or alter the method of financing health care costs have
been discussed and certain such bills have been introduced in Congress and various state
legislatures. Because of the uncertain state and widely varying terms of health care proposals, it
is not meaningful at this time to predict the effect on the Company if any of these proposals is
enacted.
Approximately 80% of home oxygen patients are covered by Medicare and other government programs.
Federal law has altered the payment rates available to providers
of Medicare services in various ways during the last several years. In November of 2003, Congress
enacted the Medicare Improvement and Modernization Act, which will cause changes and reductions in
home oxygen reimbursement over the next several years. These changes in reimbursement will cause
increased downward pressure on the average selling price of the Companys products.
Protection of Intellectual Property Rights
The Company pursues a policy of protecting its intellectual property rights through a combination
of patents, trademarks, trade secret laws, and confidentiality agreements. The Company considers
the protection of its proprietary rights and the patentability of its products to be significant to
the success of the Company. To the extent that the products to be marketed by the Company do not
receive patent protection, competitors may be able to manufacture and market substantially similar
products. Such competition or claims that the Companys products infringe the patent or trademark
rights of others could have an adverse impact upon the Companys business.
Product Liability
The nature of the Companys business subjects it to potential legal actions asserting that the
Company is liable for damages for product liability claims. Although the Company maintains product
liability insurance in an amount which it believes to be customary in the industry, there is no
assurance that this insurance will be sufficient to cover the cost of defense or judgments which
might be entered against the Company. The type and frequency of these claims could have an adverse
impact on the Companys results of operations and financial position.
Accounting Standards
Accounting standards promulgated by the Financial Accounting Standards Board change periodically.
Changes in such standards may have an impact on the Companys future financial position.
In November 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting
Standard (SFAS) No. 151 (Inventory Costs), an amendment of ARB No. 43, Chapter 4. The
statement clarifies accounting for abnormal amounts of the idle facility expense, freight, handling
costs, and spoilage and requires those items to be expensed when incurred. SFAS 151 is applicable
to inventory costs incurred during fiscal years beginning after June 15, 2005. The Company adopted
SFAS No. 151 on April 1, 2006, and the Company did not incur a significant impact to its financial
statements.
In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting
Standard (SFAS) No. 123R (Share-Based Payment). SFAS 123R requires the Company to recognize
compensation expense based on the fair value of equity instruments awarded to employees. The
Company adopted SFAS 123R on April 1, 2006, and the Company did not incur a significant impact to
its financial statements.
In June 2006, the Financial Accounting Standards Board ratified EITF Issue No. 06-3, How Taxes
Collected from Customers and Remitted to Governmental Authorities
Should be Presented in the Income Statement. The EITF provides guidance on the proper
presentation of tax assessed by a governmental authority that is directly imposed on a
revenue-producing transaction between a seller and a customer and requires disclosure of the
Companys accounting policy decision. The consensus becomes effective for periods beginning after
December 15, 2006. The Company is evaluating the impact of this interpretation and does not
anticipate a significant impact to its financial statements upon implementation.
In June 2006, the Financial Accounting Standards Board issued Interpretation No. 48, Accounting
for Uncertainty in Income Taxes. Interpretation No. 48 prescribes a recognition threshold and
measurement attribute for financial statement recognition and measurement of a tax position taken,
or expected to be taken, in a tax return. The Interpretation also provides guidance on
derecognition, classification, interest and penalties, accounting in interim periods, disclosure,
and transition. This Interpretation is effective for fiscal years beginning after December 15,
2006. The Company is evaluating the impact of this interpretation and does not anticipate a
significant impact to its financial statements upon implementation.
Additional Risk Factors
Additional factors, which might affect the Companys performance, may be listed from time to time
in the reports filed by the Company with the Securities and Exchange Commission.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
The Company has no significant exposure to market risk sensitive instruments or contracts.
Item 4. Controls and Procedures
The Company has evaluated the effectiveness of the design and operation of its disclosure controls
and procedures as of June 30, 2006 (the Evaluation Date). Such evaluation was conducted under
the supervision and with the participation of the Companys Chief Executive Officer (CEO) and its
Chief Financial Officer (CFO). Based upon such evaluation, the Companys CEO and CFO have
concluded that, as of the Evaluation Date, the Companys disclosure controls and procedures were
effective to ensure that the Company record, process, summarize, and report information required to
be disclosed by the Company in its quarterly reports filed under Securities Exchange Act within the
time periods specified by the Securities and Exchange Commissions rules and forms. There have
been no significant changes in the Companys internal control over financial reporting that
occurred during the Companys most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Companys internal control over financial reporting.
Part II
Other Information
Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
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(a) 31.1
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Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002 for CEO |
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(b) 31.2
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Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002 for CFO |
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(c) 32*
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Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of
Sarbanes-Oxley Act of 2002 |
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(d) 99.1
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Press release dated August 11, 2006 |
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* |
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The information in Exhibit 32 shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the
liabilities of that section, nor shall they be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act (including this quarterly report),
unless CHAD Therapeutics specifically incorporates the foregoing information into those documents
by reference. |
SIGNATURE
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.
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CHAD THERAPEUTICS, Inc.
(Registrant)
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Date 08/14/2006 |
/s/ Earl L. Yager
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Earl L. Yager |
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President and Chief Executive Officer |
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Date 08/14/2006 |
/s/ Tracy A. Kern
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Tracy A. Kern |
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Chief Financial Officer |
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INDEX TO EXHIBITS
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Exhibit No. |
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Description of Exhibits |
31.1
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Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002 for CEO |
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31.2
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Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002 for CFO |
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32*
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Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of
Sarbanes-Oxley Act of 2002 |
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99.1
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Press release dated August 11, 2006 |
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* |
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The information in Exhibit 32 shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the
liabilities of that section, nor shall they be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act (including this quarterly report),
unless CHAD Therapeutics specifically incorporates the foregoing information into those documents
by reference. |