================================================================================ 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 September 30, 2008 Commission File Number 0-13839 CAS MEDICAL SYSTEMS, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 06-1123096 -------------------------------------------------------------------------------- (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, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated Filer [_] Accelerated Filer [_] Non-Accelerated Filer [_] Smaller Reporting Company [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 11,331,735 shares as of November 1, 2008. ================================================================================ Form 10-Q September 30, 2008 Page 2 INDEX ----- PART I Financial Information Page No. ------ --------------------- -------- Item 1 Financial Statements (Unaudited) Condensed Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007 3 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2008 and 2007 5 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2008 and 2007 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 16 Item 4 Controls and Procedures 16 PART II Other Information ------- ----------------- Item 1 Legal Proceedings 17 Item 6 Exhibits 17 Signatures 18 Form 10-Q September 30, 2008 Page 3 PART I - FINANCIAL INFORMATION ------------------------------ ITEM 1. FINANCIAL STATEMENTS ----------------------------- CAS Medical Systems, Inc. Condensed Consolidated Balance Sheets ------------------------------------- (Unaudited) September 30, December 31, Assets 2008 2007 ------ ------------ ------------ Current Assets: Cash and cash equivalents $ 905,253 $ 666,722 Accounts receivable, net of allowance 4,992,781 4,947,300 Recoverable income taxes 44,299 230,458 Inventories 11,204,974 10,021,118 Deferred income taxes 872,265 474,265 Other current assets 496,848 414,204 ------------ ------------ Total current assets 18,516,420 16,754,067 Property and equipment: Property and equipment 5,548,334 5,055,395 Equipment at customers 994,863 272,360 ------------ ------------ 6,543,197 5,327,755 Accumulated depreciation and amortization (3,760,630) (2,987,030) ------------ ------------ 2,782,567 2,340,725 Other Assets (net): Intangible and other assets 1,133,232 846,602 Goodwill 3,379,021 3,379,021 Deferred income taxes 388,639 567,971 ------------ ------------ 4,900,892 4,793,594 Total assets $ 26,199,879 $ 23,888,386 ============ ============ Form 10-Q September 30, 2008 Page 4 CAS Medical Systems, Inc. Condensed Consolidated Balance Sheets ------------------------------------- (Unaudited) September 30, December 31, Liabilities and Stockholders' Equity 2008 2007 ------------------------------------ ------------ ------------ Current Liabilities: Current portion of long-term debt $ 604,847 $ 577,453 Line-of-credit 2,982,825 2,249,349 Notes payable 64,202 71,537 Accounts payable 3,001,886 2,505,460 Accrued expenses 1,362,380 962,154 ------------ ------------ Total current liabilities 8,016,140 6,365,953 Long-term debt, less current portion 1,865,590 2,322,561 Deferred gain on sale and leaseback of property 1,202,360 1,303,338 Income taxes payable 153,125 145,125 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, 11,417,735 and 10,984,785 shares issued at September 30, 2008 and December 31, 2007, respectively, including shares held in treasury 45,635 43,575 Common stock held in treasury, at cost - 86,000 shares (101,480) (101,480) Additional paid-in capital 7,331,235 5,889,007 Retained earnings 7,687,274 7,920,307 ------------ ------------ Total stockholders' equity 14,962,664 13,751,409 ------------ ------------ Total liabilities and stockholders' equity $ 26,199,879 $ 23,888,386 ============ ============ See accompanying notes. Form 10-Q September 30, 2008 Page 5 CAS Medical Systems, Inc. Condensed Consolidated Statements of Operations ----------------------------------------------- (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ----------------------------- ----------------------------- 2008 2007 2008 2007 ------------ ------------ ------------ ------------ Net sales $ 11,708,082 $ 10,663,435 $ 31,212,552 $ 27,915,163 Cost of sales 7,407,603 6,634,787 20,740,040 17,830,189 ------------ ------------ ------------ ------------ Gross profit 4,300,479 4,028,648 10,472,512 10,084,974 Operating expenses: Research and development 553,888 439,861 1,531,853 1,725,261 Selling, general and administrative 3,076,679 2,937,840 9,149,889 7,920,957 ------------ ------------ ------------ ------------ 3,630,567 3,377,701 10,681,742 9,646,218 ------------ ------------ ------------ ------------ Operating income (loss) 669,912 650,947 (209,230) 438,756 Interest expense 72,546 71,455 215,803 189,382 ------------ ------------ ------------ ------------ Income (loss) before income taxes 597,366 579,492 (425,033) 249,374 Income taxes /(benefit) 268,500 40,298 (192,000) (68,641) ------------ ------------ ------------ ------------ Net income (loss) $ 328,866 $ 539,194 $ (233,033) $ 318,015 ============ ============ ============ ============ Earnings (loss) per common share: Basic $ 0.03 $ 0.05 $ (0.02) $ 0.03 ============ ============ ============ ============ Diluted $ 0.03 $ 0.05 $ (0.02) $ 0.03 ============ ============ ============ ============ Weighted average number of common shares outstanding: Basic 11,171,056 10,749,947 10,980,756 10,675,483 ============ ============ ============ ============ Diluted 12,085,122 11,982,011 10,980,756 12,094,725 ============ ============ ============ ============ See accompanying notes. Form 10-Q September 30, 2008 Page 6 CAS Medical Systems, Inc. Condensed Consolidated Statements of Cash Flows ----------------------------------------------- (Unaudited) Nine Months Ended September 30, ------------------------------ 2008 2007 ------------ ------------ OPERATING ACTIVITIES: Net (loss) income $ (233,033) $ 318,015 Adjustments to reconcile net (loss) income to net cash provided (used) by operating activities: Depreciation and amortization 862,769 567,990 Deferred income taxes (218,668) (757,541) Provision for doubtful accounts 25,000 75,000 Non-cash stock compensation 318,258 217,517 Amortization of deferred gain on sale and leaseback of property (100,978) (9,422) Changes in operating assets and liabilities: Accounts receivable (70,481) (1,507,895) Inventories (1,183,856) (4,107,034) Other current assets (82,644) (125,348) Recoverable income taxes, net 186,159 320,435 Accounts payable and accrued expenses 896,653 2,373,533 Income taxes payable 8,000 -- ------------ ------------ Net cash provided (used) by operating activities 407,179 (2,634,750) ------------ ------------ INVESTING ACTIVITIES: Expenditures for property and equipment (1,215,442) (1,012,607) Purchase of intangible assets (375,799) (288,358) Proceeds from sale of property -- 2,801,852 ------------ ------------ Net cash provided (used) by investing activities (1,591,241) 1,500,887 ------------ ------------ FINANCING ACTIVITIES: Repayments of long-term debt (429,578) (1,376,983) Proceeds from notes payable 298,704 329,011 Repayments of notes payable (306,039) (260,283) Borrowings from line-of-credit, net 733,476 1,200,384 Tax benefits from exercise of warrants -- 379,811 Tax effect from vesting of restricted stock (14,730) -- Proceeds from issuance of common stock 1,140,760 226,043 ------------ ------------ Net cash provided by financing activities 1,422,593 497,983 ------------ ------------ Change in cash and cash equivalents 238,531 (635,880) Cash and cash equivalents, beginning of period 666,722 1,334,535 ------------ ------------ Cash and cash equivalents, end of period $ 905,253 $ 698,655 ============ ============ Supplemental Disclosures of Cash Flow Information: Cash paid during the period for interest $ 219,380 $ 191,980 Cash collected during the period for income taxes, net $ (152,761) $ (11,346) See accompanying notes. Form 10-Q September 30, 2008 Page 7 CAS Medical Systems, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) September 30, 2008 (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, cerebral oximetry monitoring, and supplies for neonatal intensive care - are sold by CASMED through its own sales force, via distributors, manufacturers representatives 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-K for the year ended December 31, 2007. The condensed consolidated balance sheet as of December 31, 2007 was derived from the audited financial statements for the year then ended. In the opinion of the Company, all adjustments (consisting of normal recurring accruals) 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, Properties and Intangible Assets Inventories are stated at the lower of cost or market on a first-in, first-out (FIFO) basis. Inventories consisted of: September 30, December 31, 2008 2007 ------------ ------------ Raw materials $ 8,580,390 $ 7,481,065 Work-in-process 51,719 187,134 Finished goods 2,572,865 2,352,919 ------------ ------------ $ 11,204,974 $ 10,021,118 ============ ============ Property and equipment are stated at cost. The Company has separately reported its Fore-sight(R) cerebral oximetry monitors located at customer sites within the U.S. Such equipment is held under a no cost program whereby customers purchase disposable sensors for use with the Company's equipment. The Company retains title to the monitors shipped to its customers under this program. The monitors are depreciated on a straight-line basis over five years to cost of sales. As of September 30, 2008, the Company has capitalized $994,863 of costs pertaining to the monitors which have a net book value of $818,987. Other property and equipment is depreciated using the straight-line method over the estimated useful lives of the assets. Form 10-Q September 30, 2008 Page 8 Intangible assets consist of patents issued, patents pending, trademarks, purchased technology and other deferred charges which are recorded at cost. Patents are amortized on a straight-line basis over 1 to 20 years. Costs associated with the development of new external use software products are expensed as incurred until technological feasibility has been established. Technological feasibility is demonstrated by the completion of a detailed design plan. Capitalization ceases when the product is available for general release to customers. Capitalized costs are amortized over their estimated useful lives. Deferred financing costs are amortized over the term of the related debt. Other deferred charges are amortized over their estimated useful lives. The Company reviews its long-lived assets including goodwill for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company believes that the carrying amounts of its long-lived assets are fully recoverable. (4) Principal Products and Services The Company has categorized its sales of products and services into the following categories: o High acuity products - includes sales of the Fore-Sight(R) cerebral monitor, sensors and accessories. o Low acuity products - includes sales of cardio-respiratory monitors and accessories used to monitor apnea in home-based and hospital settings; the Company's dual platform of vital signs monitors and accessories incorporating various combinations of measurement parameters for both human and veterinary use including pulse oximetry, electro-cardiography, temperature, non-invasive blood pressure, and capnography; co-branded products developed and manufactured by Analogic Corporation including vital signs monitors utilizing parameters as described above and also monitors that measure non-invasive cardiac output and hemodynamic status, and fetalgard monitors. o Blood Pressure Measurement Technology - includes sales to Original Equipment Manufacturers ("OEM") of the Company's proprietary non-invasive blood pressure modules (MAXNIBP(R)), blood pressure cuffs and accessories for the OEM market and related license fees. o Supplies and Service - includes sales of blood pressure cuffs and rapid infusor cuffs, neonatal intensive care supplies including electrodes and skin temperature probes, and service repair revenues. (5) Income (loss) per Common Share A summary of the denominators used to compute basic and diluted income (loss) per share follows: Three Months Ended Nine Months Ended September 30, September 30, ----------------------------- ----------------------------- 2008 2007 2008 2007 ------------ ------------ ------------ ------------ Weighted average shares outstanding, net of restricted shares - used to compute basic income (loss) per share 11,171,056 10,749,947 10,980,756 10,675,483 Dilutive effect of restricted shares, and outstanding warrants and options 914,066 1,232,164 -- 1,419,242 ------------ ------------ ------------ ------------ Weighted average shares of dilutive securities outstanding - used to compute diluted income (loss) per share 12,085,122 11,982,111 10,980,756 12,094,725 ============ ============ ============ ============ Form 10-Q September 30, 2008 Page 9 Diluted common stock equivalents such as (non-vested) restricted shares, outstanding warrants and options are excluded from the computation of diluted earnings per share where there is a loss as their inclusion would be anti-dilutive. (6) Stock-Based Compensation Stock compensation expense was $86,943 and $86,383 and $318,258 and $217,517 for the three-month and nine-month periods ended September 30, 2008 and 2007, respectively. As of September 30, 2008, the unrecognized stock-based compensation cost related to non-vested restricted stock and stock option awards was $860,500. Such amount, net of estimated forfeitures, will be recognized in operations over a weighted average period of 2.1 years. The following table summarizes the Company's stock option information as of, and for the nine-month period ended September 30, 2008: Aggregate Weighted-Average Option Weighted-Average Intrinsic Contractual Life Shares Exercise Price Value (1) Remaining in Years --------------------------------------------------------------------------- Outstanding at December 31, 2007 524,425 $ 2.11 $ 3.39 Granted 125,000 3.89 Cancelled (30,000) 4.00 Exercised (29,300) 1.40 ------------ Outstanding at September 30, 2008 590,125 $ 2.43 $ 1.57 6.35 Exercisable at September 30, 2008 461,791 $ 2.00 $ 2.00 5.40 (1) The intrinsic value of a stock option is the amount by which the current market value of the underlying stock (as of September 30, 2008) 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 not less than 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. During the first nine months of 2008, non-qualified stock options to purchase an aggregate of 125,000 shares of common stock were granted to employees including a newly hired officer, and a recently appointed member of the board of directors. The vesting of the stock options varies from one-third per year over three years to one-fourth per year over four years from the grant date. The weighted-average grant date fair value of stock options granted during the nine-month period ended September 30, 2008 and 2007 was $2.90 and $4.53 per share, respectively. The total intrinsic value of stock options exercised during the nine-month periods ended September 30, 2008 and 2007 was $62,731 and $239,583, 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: Nine Months Ended September 30, 2008 September 30, 2007 ------------------ ------------------ Weighted-average expected stock-price volatility 63.4% 115.5% Weighted-average expected option life 4.2 years 4.2 years Average risk-free interest rate 3.83% to 3.93% 4.47% to 4.61% Average dividend yield 0.0% 0.0% Form 10-Q September 30, 2008 Page 10 During July 2008, the Company issued an aggregate of 9,000 shares of restricted stock under the 2003 Equity Incentive Plan to outside members of the Board of Directors. The restricted stock vests quarterly over twelve months from the grant date. Year-to-date, the Company has also issued 55,000 shares of restricted stock to its officers including 20,000 shares issued to a newly hired officer. The restricted stock grants contain various vesting schedules which range from one-half per year for a two year grant to one-third per year for three year grants. The weighted average unit market value of the restricted stock on the date of grant for restricted stock issued during 2008 was $4.01. As of September 30, 2008, 148,905 restricted shares issued to employees and members of the board of directors remain issued and non-vested. The unamortized stock compensation expense associated with the restricted shares as of September 30, 2008 is $541,656 and will be recognized ratably through March 31, 2011. All stock option and restricted stock grants were issued under the 2003 Equity Incentive Plan which has 204,850 shares remaining available for issuance as of September 30, 2008. (7) Income Taxes The income tax expense (benefits) recognized in operations for the periods presented vary from the statutory rate as a result of anticipated state and federal R&D tax credits partially offset in 2007 by non-deductible stock compensation expense. During the third quarter of 2007, the Company exchanged state tax carryforwards for reduced cash credits payable to the Company of $155,000. During the first nine months of 2007, warrants to purchase 164,599 shares of the Company's common stock were exercised resulting in tax deductions in excess of compensation expense recognized of $1,140,579. As a result, the Company reduced its income tax obligations by $399,811 and credited additional paid-in capital. Recoverable income taxes consist of estimated state and federal tax refunds generated from net operating losses. (8) Recent Accounting Pronouncements In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring the fair value of assets and liabilities, and expands disclosure requirements regarding the fair value measurement. SFAS 157 does not expand the use of fair value measurements. This statement, as issued, is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. FASB Staff Position (FSP) FAS No. 157-2 was issued in February 2008 and deferred the effective date of SFAS 157 for nonfinancial assets and liabilities to fiscal years beginning after November 2008. As such, the Company adopted SFAS 157 as of January 1, 2008 for financial assets and liabilities only. There was no significant effect on the Company's financial statements. The Company does not believe that the adoption of SFAS 157 to non-financial assets and liabilities will significantly affect its financial statements. In February 2007, the FASB issued SFAS 159, "The Fair Value Option for Financial Assets and Liabilities--including an amendment of FASB Statement No. 115" ("SFAS 159"). SFAS 159 expands the use of fair value accounting but does not affect existing standards which require assets or liabilities to be carried at fair value. The objective of SFAS 159 is to improve financial reporting by providing companies with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. Under SFAS 159, a company may elect to use fair value to measure eligible items at specified election dates and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Eligible items include, but not are limited to, accounts receivable, accounts payable, and issued debt. If elected, SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company has not elected to measure any additional assets or liabilities at fair value that are not already measured at fair value under existing standards. Form 10-Q September 30, 2008 Page 11 In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business Combinations" ("SFAS 141(R)"). SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. SFAS 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2009. The Company will apply the provisions of SFAS 141 (R) to any acquisition after January 1, 2008. In December 2007, the FASB issued SFAS No. 160, "Accounting for Non-controlling Interests." SFAS 160 clarifies the classification of non-controlling interests in consolidated balance sheets and reporting transactions between the reporting entity and holders of non-controlling interests. Under this statement, non-controlling interests are considered equity and reported as an element of consolidated equity. Further, net income encompasses all consolidated subsidiaries with disclosure of the attribution of net income between controlling and non-controlling interests. SFAS No. 160 is effective prospectively for fiscal years beginning after December 15, 2008. Currently, there are no non-controlling interests in any of the Company's subsidiaries. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS -------------------------------------------------------------------------------- OF OPERATIONS ------------- 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, the impact of any adverse litigation, 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-K. Results of Operations --------------------- For the three months ended September 30, 2008, the Company reported net income of $329,000 or $0.03 per basic and diluted common share compared to net income of $539,000 or $0.05 per basic and diluted common share reported for the three months ended September 30, 2007. Net income for the prior year three month period included a tax benefit of $155,000 related to an exchange of state tax carryforwards for reduced cash credits payable to the Company. Pre-tax income for the three months ended September 30, 2008 and 2007 was $597,000 and $579,000, respectively. Sales and marketing expenses related to the Fore-Sight cerebral oximeter products approximated $709,000 during the three months ended September 30, 2008 compared to approximately $388,000 incurred during the prior year. Pre-tax income for the three-month periods ended September 30, 2008 and 2007 was also affected by approximately $87,000 and $86,000 respectively, of stock compensation expense. Pre-tax income of $597,000 for the third quarter of 2008 reflects successive improvement in the Company's quarterly operating results for 2008 including heightened revenues levels, increased gross profit margins and reductions in operating expenses as a percentage of revenues. Form 10-Q September 30, 2008 Page 12 The Company reported a net loss of $233,000 or ($0.02) per basic and diluted common share for the nine months ended September 30, 2008 compared to net income of $318,000 or $0.03 per basic and diluted common share for first nine months of 2007. Sales and marketing expenditures related to the Fore-Sight cerebral oximeter products approximated $2,208,000 for the nine months ended September 30, 2008 compared to $1,188,000 incurred during the same period of the prior year. Pre-tax income for the nine-month periods ended September 30, 2008 and 2007 was also affected by $318,000 and $218,000 respectively, of stock compensation expense. The Company generated revenues of $11,708,000 for the three months ended September 30, 2008, an increase of $1,045,000 or 10%, compared to revenues of $10,663,000 for the three months ended September 30, 2007. The following table provides information with respect to revenues by major category: Three Months Ended Three Months Ended Increase/ ($000's) September 30, 2008 September 30, 2007 (Decrease) ------------------ ------------------ ------------------ Low Acuity Products $ 5,289 $ 6,068 $ (779) High Acuity Products 831 80 751 Blood Pressure Measurement Technology 2,195 1,089 1,106 Supplies/Service 3,393 3,426 (33) ------------ ------------ ------------ $ 11,708 $ 10,663 $ 1,045 ============ ============ ============ Domestic sales 9,371 8,903 468 International sales 2,337 1,760 577 ------------ ------------ ------------ $ 11,708 $ 10,663 $ 1,045 ============ ============ ============ Low acuity product revenues for the three months ended September 30, 2008 decreased $779,000 or 13% as a result of decreases in sales of vital signs monitors and accessories to certain key U.S. customers including products sold into the veterinary market. Approximately $163,000 of veterinary product sales for this period which would have been previously reported as low acuity sales are currently reported as blood pressure measurement technology sales. High-acuity product revenues of $831,000 represent sales of the Company's Fore-Sight cerebral oximetry monitors, sensors and accessories. During the third quarter ended September 30, 2008, the Company placed or sold approximately 32 monitors with customers bringing the installed base of Fore-Sight monitors worldwide to 125 monitors. Under the Company's monitor placement arrangements, customers are entitled to use the Company's monitors at no cost in exchange for purchase orders for Fore-Sight sensors. Blood pressure measurement technology sales of $2,195,000 for the three months ended September 30, 2008 increased $1,106,000 or 102% from $1,089,000 reported for the same three months of the prior year. Sales to the Company's largest OEM customer, Medtronic Physio-Control, accounted for approximately $919,000 of the increase in sales during this period. Sales to this customer during the prior year period were affected by their voluntary suspension of U.S. product shipments initiated during January 2007. Additionally, approximately $163,000 of sales reported in this category for the current period would have been reported as low acuity sales during the prior period. Supplies and service sales decreased $33,000 or 1% to $3,393,000 for the three months ended September 30, 2008 from $3,426,000 for the same three months of the prior year. Sales of blood pressure cuffs rose 2% over the third quarter of the prior year and were offset by decreases in sales of the Company's Klear-Trace(R) electrodes and other consumable neonatal products. Sales to the U.S. market accounted for $9,371,000 or 80% of the total revenues reported for the three months ended September 30, 2008, an increase of $468,000 or 5% from the $8,903,000 in sales reported for the three months ended September 30, 2007. International sales accounted for $2,337,000 or 20% of the total revenues reported for the three months ended September 30, 2008, an increase of $577,000 or 33% from the $1,760,000 reported for the same period of the prior year. Form 10-Q September 30, 2008 Page 13 The Company generated revenues of $31,213,000 for the nine months ended September 30, 2008, an increase of $3,298,000 or 12%, compared to revenues of $27,915,000 for the nine months ended September 30, 2007. The following table provides information with respect to revenues by major category: Nine Months Ended Nine Months Ended Increase/ ($000's) September 30, 2008 September 30, 2007 (Decrease) ------------------ ------------------ ------------------ Low Acuity Products $ 12,700 $ 13,721 $ (1,021) High Acuity Products 1,482 108 1,374 Blood Pressure Measurement Technology 5,739 3,700 2,039 Supplies/Service 11,292 10,386 906 ------------ ------------ ------------ $ 31,213 $ 27,915 $ 3,298 ============ ============ ============ Domestic sales 23,434 21,795 1,639 International sales 7,779 6,120 1,659 ------------ ------------ ------------ $ 31,213 $ 27,915 $ 3,298 ============ ============ ============ Low acuity product revenues for the nine months ended September 30, 2008 decreased $1,021,000 or 7% as a result of decreases in sales of vital signs monitors to U.S. customers including products sold into the veterinary market. Sales during the first quarter of 2007 had included several significant shipments for orders received but not shipped during the fourth quarter of 2006. Partially offsetting these shortfalls were increases in sales of Analogic products. High-acuity product revenues which represent sales of the Company's Fore-Sight cerebral oximetry monitors, sensors and accessories, increased $1,374,000 for the nine months ended September 30, 2008 compared to the same period of the prior year. The Company began marketing the Fore-Sight monitor during the second quarter of 2007. Blood pressure measurement technology sales of $5,739,000 for the nine months ended September 30, 2008 increased $2,039,000 or 55% from $3,700,000 reported for the same nine months of the prior year. Sales to one of the Company's largest customers, Medtronic Physio-Control, accounted for the majority of the increase in sales during this period. Supplies and service sales increased $906,000 or 9% to $11,292,000 for the nine months ended September 30, 2008 from $10,386,000 for the same nine months of the prior year. Sales of blood pressure cuffs increased 11% for this period and accounted for the majority of the increase in sales in this category. Sales of the Company's Klear-Trace(R) electrodes accounted for the balance of the increase. Sales to the U.S. market accounted for $23,434,000 or 75% of the total revenues reported for the nine months ended September 30, 2008, an increase of $1,639,000 or 8% from the $21,795,000 in sales reported for the nine months ended September 30, 2007. International sales accounted for $7,779,000 or 25% of the total revenues reported for the nine months ended September 30, 2008, an increase of $1,659,000 or 27% from the $6,120,000 reported for the same period of the prior year. Cost of sales was $7,408,000 or 63.3% of revenues for the three months ended September 30, 2008 compared to $6,635,000 or 62.2% for the same three months of the prior year. The increase in cost of sales as a percentage of revenues resulted from unfavorable product mix and inventory adjustments. In addition, cost of sales for the same three months of the prior year were negatively affected by a number of factors including shortfalls in OEM module sales which normally carry gross margin rates favorable to other products sold by the Company; Fore-sight cerebral oximetry manufacturing start-up costs; increased blood pressure cuff sales as a percentage of total revenues which normally carry lower relative gross margin rates; and unapplied manufacturing overhead costs as a percentage of the reduced revenues for that period. Form 10-Q September 30, 2008 Page 14 Cost of sales for the nine months ended September 30, 2008 was $20,740,000 or 66.4% of revenues compared to $17,830,000 or 63.9% of revenues for the nine months ended September 30, 2007. Inventory adjustments and unfavorable product mix primarily related to the first quarter of 2008 affected gross profit levels for the nine months ended September 30, 2008. U.S. sales of the Company's vital signs monitors during the first three months of 2008 were substantially below the first three months of 2007 while international vital signs product sales were significantly ahead of the prior year. The Company is presently focused on a number of initiatives to improve gross profit margins for the balance of 2008 including raw material and component cost reductions, price increases where appropriate, improved inventory management including inventory controls, product procurement and organizational changes, and enhancements to manufacturing productivity. Operating expenses for the three months ended September 30, 2008 increased $253,000 or 8% to $3,631,000 from $3,378,000 for the three months ended September 30, 2007. Operating expenses for the first nine months of 2008 increased $1,036,000 or 11% to $10,682,000 from $9,646,000 reported for the same period the prior year. Research and development ("R&D") expenses increased $114,000 or 26% to $554,000 or 5% of revenues for the three months ended September 30, 2008 compared to $440,000 or 4% of revenues for the three months ended September 30, 2007. Decreases in reimbursements from the National Institutes of Health ("NIH") pertaining to the Company's Near-Infrared Spectroscopy ("NIRS") technology compared to the same period of the prior year were primarily responsible for the increase in net R&D expenses. As of September 30, 2008, a maximum of approximately $1.9 million remains available under the $2.8 million multi-year NIH award received during 2007. R&D expenses for the first nine months of 2008 decreased $193,000 or 11% to $1,532,000 from $1,725,000 reported for the first nine months of the prior year. During 2007, the Company incurred significant costs surrounding the development of the Fore-sight cerebral monitor and sensors which was launched during the second quarter of that year. Such spending included project material costs and outside engineering technical support. Selling, general and administrative expenses ("S,G&A") increased $139,000 or 5% to $3,077,000, for the three months ended September 30, 2008 compared to $2,938,000 for the three months ended September 30, 2007. S,G&A expenses approximated 27% of revenues for both periods reported. Sales and marketing expenses directly associated with the Fore-Sight cerebral oximetry effort totaled $709,000 and increased approximately $321,000 over the same three months of the prior year. Other sales and marketing expenses totaled $1,306,000 and decreased $210,000 from the $1,516,000 of expenses reported for the three months ended September 30, 2007. General and administrative expenses increased $28,000 or 3% to $1,062,000. S,G&A expenses for the first nine months of 2008 totaled $9,150,000, an increase of $1,229,000, or approximately 16%, over the $7,921,000 reported for the first nine months of 2007. Fore-Sight related sales and marketing expenses were $2,208,000 and accounted for $1,020,000 of the increase in S,G&A expenses. Other sales and marketing expenses totaled $3,977,000 and decreased approximately $66,000 or 2% from the $4,043,000 reported for the nine months ended September 30, 2007. G&A expenses totaled $2,965,000 and increased approximately $275,000 or 10% primarily as a result of increased salaries and related benefits associated with increased personnel, patent-related legal costs, strategic planning costs, and stock compensation expense partially offset by decreased company-wide bonus accruals, outside investor relations costs, and Sarbanes Oxley expenses. Interest expense increased to $73,000 and $216,000, respectively for the three and nine months ended September 30, 2008 compared to $71,000 and $189,000, respectively for the three and nine months ending September 30, 2007. The increase in interest expense resulted primarily from advances under the Company's line-of-credit partially offset by long-term debt repayments. The income tax benefit of $192,000 for the nine months ended September 30, 2008 reflects a combined estimated federal and state effective tax benefit of 46%, reduced for prior period adjustments of $43,000 and varies from the statutory rate as a result of anticipated state and federal R&D tax credits partially offset by non-deductible expenses including stock compensation expense. The income tax benefit of $68,000 recorded for the nine months Form 10-Q September 30, 2008 Page 15 ended September 30, 2007 reflects an exchange of approximately $155,000 of state tax carryforwards for reduced cash credits payable to the Company. The expected combined federal and state effective tax rate approximated 31% due to anticipated state and federal R&D tax credits, partially offset by non-deductible stock compensation expense. Financial Condition, Liquidity and Capital Resources ---------------------------------------------------- At September 30, 2008, the Company's cash and cash equivalents totaled $905,000 compared to $667,000 at December 31, 2007. Working capital increased $117,000 to $10,505,000 at September 30, 2008, from $10,388,000 on December 31, 2007. The Company's current ratio decreased to 2.31 to 1 from 2.63 to 1. Cash provided by operations for the nine months ended September 30, 2008 was $407,000 compared to cash used of $2,635,000 for the first nine months of the prior year. Increases in accounts payable and accrued expenses of $897,000 and earnings before depreciation and amortization of $847,000 were primarily responsible for the increase in cash flow from operations and was partially offset by increases in inventory of $1,184,000. Increases in inventories since December 31, 2007 were primarily caused by purchases of blood pressure cuff raw materials, purchases of finished products from Analogic and Fore-Sight cerebral oximeter components offset slightly by reductions in vital signs monitoring and accessories inventories. The Company has initiated an inventory reduction program to reduce its inventory related working capital requirements and expects to achieve reductions in inventory levels by its 2008 fiscal year end. Cash used in investing activities was $1,591,000 for the nine months ended September 30, 2008 compared to cash provided of $1,501,000 for the first nine months of the prior year. During September 2007, the Company realized proceeds of $2,802,000 from the sale-leaseback of its headquarters. Expenditures for property and equipment during the nine months ended September 30, 2008 were driven by increases in Fore-Sight cerebral oximeter units at customer sites of $723,000 and other purchases of $492,000 largely related to Fore-Sight demonstration equipment, production equipment expenditures required to support Fore-sight sensor manufacturing and increase blood-pressure cuff production capacity as well as various information technology related expenditures. Prior year expenditures reflected $1,013,000 of spending for leasehold improvements and manufacturing and engineering equipment. Spending for intangible assets of $376,000 for the first nine months of 2008 primarily included accrued contract costs, deferred finance charges associated with the Company's amended line-of-credit agreement and patent costs. Cash provided by financing activities for the nine months ended September 30, 2008 was $1,423,000 compared to cash provided of $498,000 for the first nine months of the prior year. During May 2008, the Company consummated a private placement of 333,333 shares of its common stock for aggregate proceeds of $1,000,000. Repayments of long-term debt and insurance notes of $430,000 and $306,000, respectively, were partially offset by advances from the Company's line-of-credit of $733,000 and additional insurance related financings of $299,000. On February 11, 2008, the Company amended and restated its existing line of credit with NewAlliance Bank (the "Bank"). The Company entered into a new Commercial Loan Agreement (the "Loan Agreement") and related Commercial Revolving Promissory Note (the "Note") which provide for borrowings on a revolving basis, at the Bank's discretion up to $10,000,000. Loans in excess of $2,000,000 up to $10,000,000 can be made only if the maximum principal amount outstanding does not exceed a borrowing base equal to the sum of (i) 75% of eligible receivables (as defined in the Loan Agreement) and (ii) the lesser of $2,500,000 or 30% of eligible inventory (as defined in the Loan Agreement.) Interest on the outstanding loans pursuant to the Note is at the Prime Rate (as defined in the Loan Agreement) minus 0.5%. Borrowings under the Loan Agreement and the Note are secured by a first priority lien in all the business assets of the Company pursuant to a Security Agreement (the "Security Agreement"). The Credit Agreement, which contains customary non-financial covenants and financial covenants consisting of a debt service coverage ratio and a debt to tangible net worth ratio, expires on the final maturity date of May 1, 2009. Such covenants are measured on an annual basis at the end of the fiscal year. The Company believes that its sources of funds consisting of cash and cash equivalents 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 financing alternatives to meet its capital needs although it is uncertain that, if needed, it would be able to find additional sources of funds on commercially acceptable terms to support the Company's long-term initiatives. Form 10-Q September 30, 2008 Page 16 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, 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-K for the year ended December 31, 2007. There were no significant changes in critical accounting policies and estimates during the three months ended September 30, 2008. 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 ------------------------------------------------------------------ The Company has certain exposures to market risk related to changes in interest rates. The Company has an outstanding line-of-credit agreement, under which there were borrowings of $2,982,825 at September 30, 2008. The line-of-credit agreement, amended as of February 11, 2008, bears interest at variable rates based on prime rate indices. The Company holds no derivative securities for trading purposes and is not subject in any material respect to currency or other commodity risk. ITEM 4. 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 September 30, 2008. 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 September 30, 2008 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 September 30, 2008 Page 17 PART II - OTHER INFORMATION --------------------------- ITEM 1. LEGAL PROCEEDINGS ------------------------- The manufacture and sale of our products exposes us to product liability claims and product recalls, including those which may arise from misuse or malfunction of, or design flaws in, our products or use of our products with components or systems not manufactured or sold by us. Product liability claims or product recalls, regardless of their ultimate outcome, could require us to spend significant time and money in litigation or to pay significant damages. We are currently a defendant in a pending product liability action which may be scheduled for trial in early 2009. Although we believe that our product liability insurance is sufficient to cover any damages and costs that are likely with respect to this matter, there can be no assurance that this will be the case with respect to any future matters. Furthermore, we may not be able to obtain insurance in the future at satisfactory rates or in adequate amounts. In addition, publicity pertaining to the misuse or malfunction of, or design flaws in, our products could impair our ability to successfully market and sell our products and could lead to product recalls. In addition, we may become, in the normal course of our business operations, a party to other legal proceedings in addition to those described in the paragraph above. None of these other proceedings would be expected to have a material adverse impact on our results of operations, financial condition, or cash flows. 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 September 30, 2008 Page 18 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: November 6, 2008 ------------------------------------------ By: Andrew E. Kersey President and Chief Executive Officer /s/ Jeffery A. Baird Date: November 6, 2008 ------------------------------------------ By: Jeffery A. Baird Chief Financial Officer