SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from .................to.................
Commission file number 001-1296
ZEVEX INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
DELAWARE 87-0462807
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4314 ZEVEX Park Lane, Salt Lake City, Utah 84123
(Address of principal executive offices and zip code)
(801) 264-1001
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address, and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ X ] No
Indicate by check mark whether the registrant is an accelerated filer
(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. As of October 30, 2003, the
Company had outstanding 3,400,964 shares of common stock, par value $0.001 per
share.
PART I
FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q
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ZEVEX International, Inc. ("ZEVEX" or the "Company") files herewith balance
sheets of ZEVEX as of September 30, 2003, and December 31, 2002, and the related
statements of operations and cash flows for the respective three month and nine
month periods ended September 30, 2003 and 2002. In the opinion of ZEVEX'
management, the financial statements reflect all adjustments, all of which are
normal recurring adjustments, necessary to fairly present the financial
condition of ZEVEX for the interim periods presented. The financial statements
included in this report on Form 10-Q should be read in conjunction with the
audited financial statements of ZEVEX and the notes thereto included in the
Annual Report of ZEVEX on Form 10-K for the year ended December 31, 2002.
ZEVEX INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
2003 2002
ASSETS (unaudited)
-------------------------------------------
Current assets
Cash $ 232,573 $ -
Designated cash for sinking fund payment on industrial
development bond 70,064 93,785
Accounts receivable, net of allowance for doubtful
accounts of $200,000, in 2003 and 2002 4,169,863 4,522,785
Inventories 5,528,982 6,348,856
Deferred income taxes 347,956 348,506
Income taxes receivable 279,714 283,522
Prepaid expenses and other current assets 61,261 184,492
Total current assets 10,690,413 11,781,946
Property and equipment, net 5,822,135 6,498,957
Patents, trademarks and acquisition costs, net 382,098 364,640
Goodwill, net 10,089,035 10,089,035
Other assets 39,319 63,658
Total assets $ 27,023,000 $ 28,798,236
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 1,201,996 $ 1,572,313
Other accrued liabilities 561,735 585,765
Bank line of credit 1,730,922 42,957
Current portion of industrial development bond 100,000 100,000
Payable related to product line acquisition and
convertible debt, short-term - 1,738,970
Current portion of other long-term debt 49,750 1,461,640
Current portion of capital leases 168,988 177,801
Total current liabilities 3,813,391 5,679,446
Deferred income taxes 137,078 258,193
Industrial development bond 1,300,000 1,400,000
Other long-term debt 832,469 139,586
Capital lease obligations - 122,950
Stockholders' equity
Common stock; $.001 par value, 10,000,000
authorized shares, 3,400,964 issued and outstanding,
at September 30, 2003 and December 31, 2002 3,440 3,440
Additional paid in capital 16,290,452 16,290,452
Treasury stock, 39,233 shares (at cost) at September 30, 2003
and December 31, 2002 (89,422) (89,422)
Retained earnings 4,735,592 4,993,591
Total stockholders' equity 20,940,062 21,198,061
Total liabilities and stockholders' equity $ 27,023,000 $ 28,798,236
ZEVEX INTERNATIONAL, INC.
CONSOLIDATED INCOME STATEMENTS
Three months ended Nine months ended
September 30, September 30,
2003 2002 2003 2002
(unaudited) (unaudited) (unaudited) (unaudited)
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----------------------------------------------------- -----------------
Revenue:
Product sales $ 5,906,271 $ 5,930,711 $ 17,946,058 $ 17,359,263
Engineering services 219,486 594,559 1,657,676 1,066,102
Total revenue 6,125,757 6,525,270 19,603,734 18,425,365
Cost of sales 4,374,851 4,019,564 12,758,976 11,137,439
Gross profit 1,750,906 2,505,706 6,844,758 7,287,926
Operating expenses:
General and administrative 817,508 1,221,988 2,786,377 3,796,041
Selling and marketing 1,185,378 1,015,054 3,386,161 2,762,146
Research and development 285,572 50,287 815,899 178,703
Total operating expenses 2,288,458 2,287,329 6,988,437 6,736,890
Operating (loss) income (537,552) 218,377 (143,679) 551,036
Other income (expense):
Interest and other income 967 1,200 7,213 14,389
Interest expense (54,519) (137,471) (238,289) (444,079)
Gain on sale of marketable securities - - - 38,079
(Loss) income before income taxes (591,104) 82,106 (374,755) 159,425
Benefit (provision)for income taxes 183,776 (25,850) 116,756 23,991
Net (loss) income $ (407,328) $ 56,256 $ (257,999) $ 183,416
Basic net (loss) income per share $ (0.12) $ 0.02 $ (0.08) $ 0.05
Weighted average shares outstanding 3,400,964 3,415,197 3,400,964 3,415,197
Diluted net (loss) income per share $ (0.12) $ 0.02 $ (0.08) $ 0.05
Diluted weighted average shares outstanding 3,400,964 3,415,287 3,400,964 3,417,314
ZEVEX INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended
September 30,
2003 2002
(unaudited) (unaudited)
---------------------- -------------------
---------------------- -------------------
Cash flows from operating activities
Net (loss) income $ (257,999) $ 183,416
Adjustments to reconcile net (loss) income to net cash
provided by operating activities
Depreciation and amortization 1,200,182 1,201,193
Deferred income taxes (120,565) 255,075
Realized gain on marketable securities - (38,079)
Changes in operating assets and liabilities
Designated cash for sinking fund payment
on industrial development bond 23,721 24,291
Accounts receivable 352,922 1,369,835
Inventories 819,874 974,193
Prepaid expenses and other assets 147,570 16,038
Accounts payable (370,317) (644,883)
Accrued and other liabilities (24,030) 48,772
Income taxes receivable/payable 3,808 64,045
Net cash provided by operating activities 1,775,166 3,453,896
Cash flows from investing activities
Purchase of property and equipment (497,265) (257,362)
Additions of patents and trademarks (43,553) -
Redemption of available-for-sale marketable securities - 225,797
Net cash used in investing activities (540,818) (31,565)
Cash flows from financing activities
Principal payments on capital lease and long-term debt (850,770) (511,648)
Payments on business and product line acquisition debt (1,738,970) (926,188)
Payments on industrial development bond (100,000) (100,000)
Net proceeds from (payments on) bank line of credit 1,687,965 (1,713,610)
Net cash used in financing activities (1,001,775) (3,251,446)
Net increase in cash and cash equivalents 232,573 170,885
Cash and cash equivalents at beginning of period - 1,028,086
Cash and cash equivalents at end of period $ 232,573 $ 1,198,971
ZEVEX INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
1. Description of Organization and Business and Summary of Significant
Accounting Policies
Description of Organization and Business
Founded in 1986, ZEVEX(R) International, Inc. ("ZEVEX" or the "Company") through
its divisions and subsidiaries, engages in the business of designing,
manufacturing, and distributing medical devices. The Company's Therapeutics
division markets award-winning enteral nutrition delivery devices. The Company's
Physical Evaluation division markets industry-leading physical evaluation
testing systems. The Company's Applied Technology division designs and
manufactures advanced medical components and systems for other medical
technology companies.
Principles of Consolidation
The consolidated financial statements include the accounts of ZEVEX
International, Inc. and its wholly owned operating subsidiaries: ZEVEX, Inc.
and JTech Medical Industries, Inc. (JTech). For additional information
regarding the Company, refer to its 2002 Annual Report on SEC Form 10-K. All
significant intercompany balances and transactions have been eliminated in
consolidation.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information along with the instructions to Form 10-Q. Accordingly, certain
information and footnote disclosures normally included in complete financial
statements have been condensed or omitted. These financial statements should be
read in conjunction with the financial statements and footnotes thereto included
in the Company's 2002 Annual Report on SEC Form 10-K.
In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary for a fair presentation have been
included. The results of operations for interim periods may not be indicative of
the results of operations to be expected for a full year.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year
presentation.
New Accounting Pronouncements
In June 2002, SFAS No. 146, Accounting for Costs Associated with Exit or
Disposal Activities was issued. This statement provides guidance on the
recognition and measurement of liabilities associated with disposal activities
and was effective for the Company on January 1, 2003. The adoption of this
statement did not have a material impact on the consolidated financial position
or consolidated results of operations of the Company.
In November of 2002, the EITF reached a consensus on Issue No. 00-21, Revenue
Arrangements with Multiple Deliverables. This issue addresses certain aspects of
accounting for arrangements whereby a vendor performs multiple
revenue-generating activities. This issue addresses how to determine whether an
arrangement involving multiple deliverables contains more than one unit of
accounting and how the related revenue should be measured and allocated to the
separate units of accounting. This issue is effective for revenue arrangements
entered into for fiscal periods beginning after June 15, 2003. The Company
adopted EITF No. 00-21 in the third quarter which began on July 1, 2003. The
adoption of this statement did not have a material impact on the consolidated
financial position or consolidated results of operations of the Company.
1. Description of Organization and Business and Summary of Significant
Accounting Policies (continued)
New Accounting Pronouncements (continued)
In December of 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation and Disclosure. SFAS No. 148 amends SFAS No. 123 to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, SFAS
No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The provisions of SFAS No. 148 are effective for
financial statements for fiscal years ending after December 15, 2002 and interim
periods beginning after December 31, 2002. The disclosure provisions of SFAS No.
148 have been adopted by the Company. SFAS No. 148 did not require the Company
to change to the fair value based method of accounting for stock-based
compensation. The Company has elected to continue to follow the intrinsic value
method of accounting as prescribed by APB No. 25, to account for employee stock
options. No stock-based employee compensation cost has been recorded in net
income, as all options granted had an exercise price equal to or greater than
the market value of the underlying common stock on the date of grant.
Had compensation expense for options under the Company's two stock-based
compensation plans been determined based on the fair value of the option at the
grant dates for awards under those plans consistent with SFAS No. 123, the
Company's net income (loss) and earnings (loss) per share would have been
adjusted to the pro forma amounts for the three months and nine months ended
September 30 as indicated below:
Three months ended Nine months ended
------------------------------- --------------------------------
Sept. 30, Sept. 30, Sept. 30, Sept.30,
2003 2002 2003 2002
--------------- --------------- ---------------- ---------------
Net (loss) income as reported $ (407,328) $56,256 $ (257,999) $ 183,416
Less: Stock compensation expense determined
under the fair value method, net of related
tax effects 82,873 63,487 265,352 185,813
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Pro forma net (loss) income $ (490,201) $ (7,231) $ (523,351) $ (2,397)
=============== =============== ================ ===============
=============== =============== ================ ===============
(Loss) earnings per share:
Basic - as reported $ (.12) $ .00 $ (.08) $ .00
Basic - pro forma $ (.14) $ .00 $ (.15) $ .00
Diluted - as reported $ (.12) $ .00 $ (.08) $ .00
Diluted - pro forma $ (.14) $ .00 $ (.15) $ .00
In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others. The Interpretation significantly changes current
practice in the accounting for, and disclosure of, guarantees. Guarantees
meeting the characteristics described in the Interpretation, which are not
included exceptions, are required to be initially recorded at fair value, which
is different from the general current practice of recording a liability only
when a loss is probable and reasonably estimable, as those terms are defined in
FASB Statement No. 5, Accounting for Contingencies. The Interpretation also
requires a guarantor to make significant new disclosures for virtually all
guarantees even when the likelihood of the guarantor's having to make payments
under the guarantee is remote. Management believes provisions of this
interpretation will not have a material effect on the Company's future results
of operations or financial condition, and does not believe that significant
additional disclosures are required.
2. Debt
In 2003, the Company renewed its line of credit arrangement with a financial
institution. The line of credit, which has a $6 million limit, matures on May
29, 2004. The line of credit is collateralized by accounts receivable and
inventory and bears interest at the prime rate, which was 4.00% at September 30,
2003 and 4.25% at December 31, 2002. The Company's balance on its line of credit
was $1,730,922 at September 30, 2003 and $42,957 at December 31, 2002. Under the
line of credit agreement, the Company is restricted from declaring cash
dividends. In addition, the Company's line of credit contains certain financial
covenants. As of September 30, 2003, the Company was in compliance with these
financial covenants.
On April 18, 2001, the Company entered into a Term Loan Agreement with a bank
for the amount of $1,000,000. The agreement is secured by the Company's
manufacturing facility. The proceeds from the Promissory Note were used to
reduce the balance on the Company's line of credit. The note was due on May 15,
2003. The Term Loan Agreement was renegotiated effective May 15, 2003, is now
due May 15, 2008 and is being amortized over a thirteen-year term, at an
interest rate of 5.4%. The Company owed $882,219 on the Term Loan Agreement at
September 30, 2003.
3. Related Party Transactions
On December 31, 1998, the Company acquired JTech pursuant to a Stock Purchase
Agreement among the Company and the four shareholders of JTech (the "JTech Stock
Purchase"). Leonard C. Smith, one of the selling JTech shareholders, received
$1,311,188 in cash and a convertible debenture in connection with the JTech
Stock Purchase. The Company paid $290,000 of the convertible debenture in
December 2001. The remaining amount of $1,073,594 (inclusive of the 1999
earn-out provision of $73,594 which was paid on April 2, 2002) was paid on
December 31, 2002.
4. Comprehensive Income (Loss)
Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting Comprehensive Income". SFAS No. 130
requires that all items recognized under accounting standards as components of
comprehensive income be reported in an annual financial statement that is
displayed with the same prominence as other annual financial statements. This
statement also requires that an entity classify items of other comprehensive
income by their nature in an annual financial statement. Other comprehensive
income may include foreign currency translation adjustments, and unrealized
gains and losses on marketable securities classified as available-for-sale. For
the three and nine months ended September 30, 2003, and 2002, the Company did
not have any additional elements of comprehensive income (loss). Therefore,
comprehensive income (loss) equaled net income (loss).
5. Inventories
Inventories consist of the following:
September 30, 2003 December 31, 2002
-------------------------------------------------
Materials $ 2,781,880 $ 3,028,782
Work in progress 610,604 1,087,474
Finished goods, including completed subassemblies 2,136,498 2,232,600
-------------------------------------------------
$ 5,528,982 $ 6,348,856
=================================================
6. Net Income (Loss) Per Common Share
Basic net income per common share is calculated by dividing net income for the
period by the weighted-average number of the Company's common shares
outstanding.
6. Net Income (Loss) Per Common Share continued
Diluted net income (loss) per common share includes the dilutive effect of
options in the weighted-average number of the Company's common shares
outstanding as calculated using the treasury stock method.
7. Business Segments
The Company operates in three business segments: Therapeutics, Physical
Evaluation, and Applied Technology. The Therapeutics segment includes the
manufacture and sale of feeding pumps, disposable sets and feeding tubes used by
patients who require direct gastrointestinal nutrition therapy (also called
enteral feeding). The Physical Evaluation segment includes the manufacture and
sale of stand-alone and computerized products that measure isolated muscle
strength, joint range of motion and sensation. In the Applied Technology
segment, the Company provides design and manufacturing services to medical
device companies who, in turn, sell the Company's components and systems under
private labels or incorporate them into their products. The Company evaluates
the performance of the segments through gross profit, less selling and marketing
expenses, and research and development expenses (or contribution margin). The
Company does not allocate general and administrative expenses by segment.
General and administrative expenses are included in Corporate and Unallocated
amounts indicated below.
For the three months ended September 30, 2003 (in thousands):
Corporate
Physical Applied and
Therapeutics Evaluation Technology Unallocated Total
--------------- --------------- --------------- -------------- -------------
--------------- --------------- --------------- -------------- -------------
Revenue $ 2,686 $ 834 $ 2,606 $ -- $ 6,126
Cost of sales 1,928 342 2,105 -- 4,375
--------------- --------------- --------------- -------------- -------------
--------------- --------------- --------------- -------------- -------------
Gross profit 758 492 501 -- 1,751
Selling and marketing 688 394 103 -- 1,185
Research and development 98 188 -- -- 286
--------------- --------------- --------------- -------------- -------------
--------------- --------------- --------------- -------------- -------------
Contribution margin (28) (90) 398 -- 280
General and administrative -- -- -- 817 817
Other (income)/expenses -- -- -- 54 54
Income tax benefit -- -- -- (184) (184)
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Net loss $ (407)
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=============
Total assets $ 2,811 $ 5,199 $ 4,048 $ 14,965 $ 27,023
=============== =============== =============== ============== =============
The Company changed its methodology during the second quarter of 2003 to better
reflect its manufacturing overhead costs by business segment. The impact of this
methodology change on the gross profit of each segment for the third quarter
was: an increase in Therapeutics by approximately $36,000, a decrease in
Physical Evaluation by approximately $71,000, and an increase in Applied
Technology by approximately $35,000. Other than the second quarter of 2003 gross
profit by segment for previous periods has not been adjusted for this change in
methodology.
Included in the segment assets disclosed above are specifically identified fixed
assets and goodwill. Prior to the second quarter 2003, the Company also included
accounts receivable and inventory in segment assets. However, due to changes in
the accumulation of the Company's financial information, accounts receivable and
inventory are no longer tracked separately by segment. The Company has restated
all periods to conform to this presentation. All assets other than those
specifically identified fixed assets and goodwill are included in Corporate and
Unallocated. The only specifically identified assets include nutritional pumps
and tooling, which are included in the Therapeutics segment. All other fixed
assets are used jointly by the segments. Goodwill represents approximately
$842,000 in Therapeutics, $5,199,000 in Physical Evaluation, and $4,048,000 in
Applied Technology.
7. Business Segments (continued)
For the three months ended September 30, 2002 (in thousands):
Corporate
Physical Applied and
Therapeutics Evaluation Technology Unallocated Total
--------------- --------------- --------------- -------------- -------------
--------------- --------------- --------------- -------------- -------------
Revenue $ 3,190 $ 863 $ 2,472 $ -- $ 6,525
Cost of sales 1,928 300 1,792 -- 4,020
--------------- --------------- --------------- -------------- -------------
--------------- --------------- --------------- -------------- -------------
Gross profit 1,262 563 680 -- 2,505
Selling and marketing 585 311 97 22 1,015
Research and development 6 40 4 -- 50
--------------- --------------- --------------- -------------- -------------
--------------- --------------- --------------- -------------- -------------
Contribution margin 671 212 579 (22) 1,440
General and administrative -- -- -- 1,222 1,222
Other (income)/expenses -- -- -- 136 136
Provision for income taxes -- -- -- 26 26
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Net income $ 56
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=============
Total assets $ 3,402 $ 5,199 $ 4,048 $ 17,292 $ 29,941
=============== =============== =============== ============== =============
Included in the segment assets disclosed above are specifically identified fixed
assets and goodwill. Goodwill represents approximately $842,000 in Therapeutics,
$5,199,000 in Physical Evaluation, and $4,048,000 in Applied Technology.
For the nine months ended September 30, 2003 (in thousands):
Corporate
Physical Applied and
Therapeutics Evaluation Technology Unallocated Total
--------------- --------------- --------------- -------------- -------------
--------------- --------------- --------------- -------------- -------------
Revenue $ 9,567 $ 2,440 $ 7,597 $ -- $ 19,604
Cost of sales 6,456 1,093 5,210 -- 12,759
--------------- --------------- --------------- -------------- -------------
--------------- --------------- --------------- -------------- -------------
Gross profit 3,111 1,347 2,387 -- 6,845
Selling and marketing 1,904 1,170 312 -- 3,386
Research and development 303 512 1 -- 816
--------------- --------------- --------------- -------------- -------------
--------------- --------------- --------------- -------------- -------------
Contribution margin 904 (335) 2,074 -- 2,643
General and administrative -- -- -- 2,786 2,786
Other (income)/expenses -- -- -- 231 231
Income tax benefit -- -- -- (116) (116)
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-------------
Net (loss) $ (258)
=============
=============
Total assets $ 2,811 $ 5,199 $ 4,048 $ 14,965 $ 27,023
=============== =============== =============== ============== =============
The Company changed its methodology during the second quarter of 2003 to better
reflect its manufacturing overhead costs by business segment. The impact of this
methodology change on the gross profit of each segment for the second and third
quarter was: an increase in Therapeutics by approximately $152,000, a decrease
in Physical Evaluation by approximately $267,000, and an increase in Applied
Technology by approximately $115,000.
Included in the segment assets disclosed above are specifically identified fixed
assets and goodwill. Goodwill represents approximately $842,000 in Therapeutics,
$5,199,000 in Physical Evaluation, and $4,048,000 in Applied Technology.
7. Business Segments (continued)
For the nine months ended September 30, 2002 (in thousands):
Corporate
Physical Applied and
Therapeutics Evaluation Technology Unallocated Total
--------------- --------------- --------------- -------------- -------------
--------------- --------------- --------------- -------------- -------------
Revenue $ 8,753 $ 2,626 $ 7,046 $ -- $ 18,425
Cost of sales 5,385 997 4,755 -- 11,137
--------------- --------------- --------------- -------------- -------------
--------------- --------------- --------------- -------------- -------------
Gross profit 3,368 1,629 2,291 -- 7,288
Selling and marketing 1,618 862 232 50 2,762
Research and development 44 114 21 -- 179
--------------- --------------- --------------- -------------- -------------
--------------- --------------- --------------- -------------- -------------
Contribution margin 1,706 653 2,038 (50) 4,347
General and administrative -- -- -- 3,796 3,796
Other (income)/expenses -- -- -- 392 392
Benefit for income taxes -- -- -- (24) (24)
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-------------
Net loss $ 183
=============
=============
Total assets $ 3,402 $ 5,199 $ 4,048 $ 17,292 $ 29,941
=============== =============== =============== ============== =============
Included in the segment assets disclosed above are specifically identified fixed
assets and goodwill. Goodwill represents approximately $842,000 in Therapeutics,
$5,199,000 in Physical Evaluation, and $ 4,048,000 in Applied Technology.
- -------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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General
Through our divisions and subsidiaries, we engage in the business of designing,
manufacturing, and distributing medical devices. Our Therapeutics division
markets award-winning enteral nutrition delivery devices. Our Physical
Evaluation division markets industry-leading physical evaluation testing
systems. Our Applied Technology division designs and manufactures advanced
medical components and systems for other medical technology companies.
Results of Operations
Revenue was $6,125,757 for the third quarter ended September 30, 2003, compared
to $6,525,270 for the third quarter of the prior year, a 6% decrease. The
decrease in revenue from last year's third quarter is largely due to lower
engineering service contract revenue, international orders for fewer enteral
delivery pumps, and a decline in orders for stationary enteral nutrition
delivery pump disposable sets.
Revenue was $19,603,734 for the first nine months of 2003, compared to
$18,425,365 for the same period of the prior year, a 6% increase. The increase
in revenue over the first nine months of 2002 is largely due to a 13% increase
in domestic sales of EnteraLite(R) ambulatory enteral nutrition delivery pump
and disposable set products and an increase of over $1,100,000 in international
sales of our enteral pumps, within our Therapeutics division. In addition, in
our Applied Technology division revenue from engineering services increased over
55%. This revenue growth was partially offset by a decline in orders for
stationary enteral nutrition delivery pump disposable sets, weaker demand for
Physical Evaluation products, and reduced sales of some contract-manufactured
products in our Applied Technology division during the first nine months of
2003.
The percentage of revenue generated from proprietary products by our
Therapeutics and Physical Evaluation divisions decreased to 57%, compared to 62%
for the third quarter of 2002, and decreased to 61% for the first nine months of
2003, compared to 62% for the first nine months of 2002. Sales of Therapeutics
products accounted for approximately 44% of total revenue for the third quarter
ended September 30, 2003, compared to 49% for the third quarter ended September
30, 2002, and 49% for the first nine months of 2003, compared to 48% for the
first nine months of 2002. Sales from our Physical Evaluation product line
accounted for approximately 14% of total revenue for the third quarter of 2003,
compared to 13% for the third quarter ended September 30, 2002, and 12% for the
first nine months of 2003, compared to 14% for the same period in 2002.
Forty-three percent of our revenue during the third quarter of 2003 was derived
from products manufactured for and sold to our Applied Technology contract
manufacturing customers, compared to 38% in the third quarter of 2002, and 39%
for the first nine months of 2003, compared to 38% for the first nine months of
2002. During the third quarters of 2003 and 2002, and the first nine months of
2003 and 2002, no single customer accounted for over 10% of our revenue.
Our gross profit as a percentage of revenue was approximately 29% for the third
quarter of 2003, compared to 38% for the third quarter of 2002. Gross profit for
the nine months ended September 30, 2003 was approximately 35%, compared to 40%
for the same nine month period of 2002. We attribute the decrease in gross
profit percentage from 2002 to 2003 to increased engineering costs related to
the transition of several projects from the development stage to manufacturing,
higher than expected setup and non-recurring manufacturing engineering costs
associated with establishing new product lines in manufacturing, and the product
mix delivered during the quarters.
Selling, general and administrative expenses decreased during the third quarter
of 2003 to $2,002,886, as compared to $2,237,042 for the third quarter of 2002,
and decreased for the first nine months of 2003 to $6,172,538, compared to
$6,558,187 for the same period of 2002. Although we have decreased certain
general and administrative costs, we continue to invest in building our domestic
sales forces for the Physical Evaluation and Therapeutics divisions. Overall,
sales and marketing expenses increased to $1,185,378, for the third quarter of
2003, from $1,015,054 for the third quarter of 2002, and $3,386,161 for the
first nine months of 2003, compared to $2,762,146 for the first nine months of
2002.
We combine the resources of our full-time engineers and several other
independent contractors to perform research and development projects. We
invested $285,572 in the third quarter of 2003, compared to $50,287 in the third
quarter of 2002 for research and development of new proprietary products. For
the nine months ended September 30, 2003, we invested $815,899 in research and
development, compared to $178,703 for the nine months ended September 30, 2002.
In the first nine months of 2003, research and development costs represented
approximately 4% of our revenue, compared to 1% in the first nine months of
2002. We are continuing our efforts to develop and introduce new proprietary
products and are currently planning new product introductions during the fiscal
year. Additionally, we are investing in developing proprietary component
technologies for our contract manufacturing business. We expect research and
development costs to decrease in the fourth quarter, with such costs
representing approximately 3% of revenue for all of 2003.
We had an operating loss of $537,552, in the third quarter of 2003, compared to
operating income of $218,377, 3% of revenue in the third quarter of 2002. We
also had an operating loss of $143,679, for the first nine months of 2003,
compared to operating income of $551,036, 3% of revenue in the first nine months
of 2002. During the third quarter of 2003 we had a net loss of $407,328,
compared to net income of $56,256, 1% of revenue in the third quarter of 2002.
During the first nine months of 2003 we had a net loss of $257,999, compared to
net income $183,416, 1% of revenue in the first nine months of 2002. We
attribute the decrease in net income during the third quarter of 2003, as
compared to 2002, largely to a decrease in gross profit discussed above,
increased research and development costs, and increased selling and marketing
costs. These costs were partially offset by a decrease in general and
administrative expense, and a reduction in interest expense from $137,471 to
$54,519 due to decreased debt and lower interest rates. The decrease in net
income during the first nine months of 2003, as compared to 2002 is due to a
decrease in gross profit, an increase in selling and marketing expenses, and
increased research and development costs. These costs were offset by a decrease
in general and administrative expenses and a reduction in interest expenses from
$444,079 to $238,289. For comparison purposes, the 2002 net income figure for
the first nine months also includes a tax benefit as described below.
Depreciation and amortization expenses decreased to $392,023 in the third
quarter 2003 from $403,396 in the third quarter 2002, and to $1,200,182 for the
first nine months of 2003, from $1,201,193 for the first nine months of 2002. We
had an income tax benefit of $183,776 in the third quarter of 2003 compared to
an income tax expense of $25,850 for the third quarter of 2002 and an income tax
benefit of $116,756 for the first nine months of 2003 compared to an income tax
benefit of $23,991 for the first nine months of 2002. The change in income tax
expense for the first nine months of 2003 compared to the first nine months of
2002 is primarily due to the loss before income taxes we sustained during the
third quarter of 2003 and the tax benefit derived from a capital loss in 2002,
which, for the State of Utah, was treated as a net operating loss
carryback/carryforward for income tax purposes. This loss carryback resulted in
an income tax refund recognized in the first quarter of 2002.
As of September 30, 2003, our backlog of customer orders was $6,069,000, as
compared to $3,527,000 on September 30, 2002. We estimate that approximately 60%
of the backlog will be shipped before December 31, 2003. Our backlog is for
contract manufacturing only and can be significantly affected by the timing of
annual or semi-annual purchase orders placed by customers.
Liquidity and Capital Resources
Our primary sources of liquidity have consisted of cash flow from operations,
borrowings under our revolving line of credit and other financial arrangements
described below. In prior years, we also have increased working capital through
the issuance of stock and we may do so in the future.
Cash flows provided by operating activities for the first nine months of 2003
were $1,775,166 compared to $3,453,896 for the first nine months of 2002. In the
first nine months of 2003, cash provided by operating activities was primarily
associated with our continued reduction in inventories and our improved
collection procedures. In the first nine months of 2002, cash provided by
operating activities was primarily associated with reduction of accounts
receivable due to improved collection procedures, reduction in inventories as we
continued to stream-line our purchasing and manufacturing processes, and income
tax refunds related to capital loss carrybacks, partially offset by a reduction
of accounts payable.
Our working capital at September 30, 2003 was $6,877,022, compared to $6,029,962
at September 30, 2002. This increase in working capital was primarily due to the
renegotiation of the due date and terms of our Term Loan Agreement described
below. The portion of working capital represented by cash at such dates was
$232,573 and $1,198,971 respectively. The ratio of current assets to current
liabilities increased to 2.80 at September 30, 2003, from 1.91 at September 30,
2002.
We have a $6,000,000 open line of credit arrangement with a financial
institution. The line matures on May 29, 2004. The line of credit is
collateralized by accounts receivable and inventories, and bears interest at the
financial institution's prime rate. We owed $1,730,922 on the line of credit at
September 30, 2003 and $42,957 at December 31, 2002.
On March 15, 2001, we entered into a Secured Financing Agreement with a bank for
the amount of $1,500,000. The agreement was secured by our existing base of
enteral feeding pumps. The proceeds from the agreement were used to reduce the
balance on our line of credit. The agreement had a 36-month term, was due on
February 15, 2004, and carried interest at a rate of 8.24%. We paid off the
financing agreement in March 2003, primarily using proceeds from our line of
credit in the amount of $589,998.
On April 18, 2001, we entered into a Term Loan Agreement with a bank for the
amount of $1,000,000. The agreement is secured by our manufacturing facility.
The proceeds from the Promissory Note were used to reduce the balance on our
line of credit. The note was due on May 15, 2003. The Term Loan Agreement was
renegotiated effective May 15, 2003, is now due May 15, 2008 and is being
amortized over a thirteen-year term at an interest rate of 5.4%. We owed
$882,219 on the Term Loan Agreement at September 30, 2003.
In 1997, we completed construction of our new 51,000 square foot headquarters
and manufacturing facility. The cost of this undertaking was $2,591,177. In
1996, we negotiated a $2.0 million Industrial Development Bond ("IDB") to
finance this construction. As of September 30, 2003, the remaining principal
balance on the IBD was $1,400,000. During the first nine months of 2003, the
interest paid monthly ranged from 1.07% to 1.58% (APR).
In conjunction with certain 1998 business acquisitions, we issued convertible
debentures in the aggregate amount of $5,447,188. The final payments on the
debentures were made in January 2003 for $788,970 and in March 2003 for
$950,000, primarily using proceeds from our line of credit.
Purchases of leasehold improvements to our facilities, tooling and new
engineering, production and testing equipment totaled $497,265 for the first
nine months of 2003, compared to $257,362 for the first nine months of 2002. We
expect to spend approximately $100,000 during the remainder of 2003 for
additional manufacturing equipment and software, for normal replacement of aging
equipment, and manufacturing tooling related to our proprietary products.
Our expected principal liquidity requirements are working capital, investments
in capital expenditures, and debt reduction. We believe our sources of liquidity
are sufficient for operations during the coming twelve months. These sources
include our projected cash from operations and, if necessary, draws from our
existing revolving line of credit.
Off Balance Sheet Items
We have no off-balance sheet items.
Critical Accounting Policies and Estimates
In response to the SEC's Release numbers 33-8040 "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies" and 33-8056, "Commission
Statement about Management's Discussion and Analysis of Financial Condition and
Results of Operations," we have identified the following critical accounting
policies that affect the more significant judgments and estimates used in the
preparation of the consolidated financial statements. The preparation of the
consolidated financial statements in conformity with accounting principles
generally accepted in the United States requires us to make estimates and
judgments that affect our reported amounts of assets and liabilities, revenues
and expenses, and related disclosures. Our significant accounting policies are
included in Note 1 to the Consolidated Financial Statements and are included in
our Annual Report on Form 10-K for the year ended December 31, 2002.
We evaluate our estimates and judgments on an on-going basis. We base our
estimates on historical experience and on assumptions that we believe to be
reasonable under the circumstances. Our experience and assumptions form the
basis for our judgments about the carrying value of assets and liabilities that
are not readily apparent from other sources. Actual results may vary from what
we anticipate and different assumptions or estimates about the future could
change our reported results. We believe the following accounting policies are
the most critical to us, in that they are important to the portrayal of our
financial statements and they require our most difficult, subjective, or complex
judgments in the preparation of our consolidated financial statements:
Allowance for Doubtful Accounts
As a general policy, collateral is not required for accounts receivable;
however, we periodically monitor the need for an allowance for doubtful accounts
based upon expected collections of accounts receivable and specific
identification of uncollectible accounts. Additionally, customers' financial
condition and credit worthiness are regularly evaluated. Historically, losses on
collections have not been material. As of September 30, 2003, we have recorded
an allowance for bad debts of $200,000, approximately 5% of accounts receivable.
Product and Inventory Obsolescence
Rapid change and technological innovation characterize the marketplace for
medical products. As a result, we are subject to the risk of product and
inventory obsolescence, whether from prolonged development or government
approval cycles or the development of improved products or processes by
competitors. In addition, the marketplace could conclude that the task for which
a customer's medical product was designed is no longer an element of a generally
accepted diagnostic or treatment regimen. Inventories are stated at the lower of
cost or market; cost is determined using standard cost method. As of September
30, 2003, we have recorded an obsolescence reserve in the amount of $254,000,
which is approximately 4% of inventories.
Sales Returns and Warranty
We record a provision for estimated sales returns and allowances and a warranty
reserve on products we have sold. These estimates are based on historical sales
returns and warranty expenses and other known factors. If the historical data we
use to calculate these estimates does not properly reflect future returns and
warranty expenses, revenue could be overstated and expenses could be
understated. We have recorded a sales return and warranty expense allowance in
the amount of $85,000 as of September 30, 2003.
Revenue Recognition
We recognize revenue from products sold directly to end customers when
persuasive evidence of an arrangement exists, the price is fixed and
determinable, shipment is made, and collectibility is reasonably assured.
Outbound shipping costs are expensed as incurred and are included in the selling
and marketing expenses.
Contracts to perform engineering design and product development services are
generally performed on a time-and-materials basis. Revenue and expenses are
recognized as costs are incurred.
The Accounting Standards Executive Committee of the American Institute of
Certified Public Accountants issued Statement of Position (SOP) 97-2, Software
Revenue Recognition, in October 1997. SOP 97-2 provides authoritative guidance
on software revenue recognition, and applies to all entities that earn revenue
from licensing, selling, or otherwise marketing software. Our Physical
Evaluation product line derives a portion of its revenue from software products
that include post-contract customer support. We have recorded deferred revenue
in the amount of $25,000 for such post-contract customer support as of September
30, 2003.
Impairment
We have made acquisitions in the past that included a significant amount of
fixed assets, goodwill, and other intangible assets. The cost of the acquired
companies was allocated first to identifiable assets based on estimated fair
values. Intangible assets consist of goodwill, contracts, patents, and licenses.
Effective in 2002, goodwill is no longer amortized but is subject to an annual
(or, under certain circumstances, more frequent) impairment test, based on a
comparison of the carrying value of the goodwill and the fair value of the
respective business unit. Other intangible assets will generally continue to be
amortized over their useful lives and also will be subject to an impairment
test. Estimated fair value is typically less than values based on undiscounted
operating earnings because fair value estimates include a discount factor in
valuing future cash flows. There are many assumptions and estimates underlying
the determination of an impairment loss. Another estimate using different, but
still reasonable, assumptions could produce a significantly different result.
Therefore, impairment losses could be recorded in the future.
Currently, we assess the impairment of fixed assets and identifiable intangibles
whenever events or changes in circumstances indicate that the carrying value may
not be recoverable. Factors we consider important that could trigger an
impairment review include the following:
o A significant underperformance relative to expected historical or
projected future operating results;
o A significant change in the manner of how we use the acquired asset or
the strategy for our overall business;
o A significant negative industry or economic trend.
When we determine that one or more of the above indicators of impairment exist,
we evaluate the carrying amounts of the affected assets. The evaluation, which
involves significant management judgment, is based on various analyses including
cash flow and profitability projections. To the extent such projections indicate
that future undiscounted cash flows are not sufficient to recover the carrying
amounts of the related long-lived assets, the carrying amount of the underlying
assets will be reduced, with the reduction charged to expense, so that the
carrying amount is equal to fair value, primarily based on future discounted
cash flows, using a discount rate determined by management to be commensurate
with the risk inherent in our current business model.
Net intangible assets and goodwill amounted to approximately $10.5 million as of
September 30, 2003. Net fixed assets amounted to approximately $5.8 million as
of September 30, 2003.
Income Taxes
Income taxes are recorded based on the liability method, which requires
recognition of deferred tax assets and liabilities based on differences between
financial reporting and tax bases of assets and liabilities that are measured
using enacted tax rates and laws that are expected to be in effect when the
differences are expected to reverse. A valuation allowance is recorded to reduce
our deferred tax asset to an amount that is more likely than not to be realized,
as determined based on our analyses of projected taxable income, including tax
strategies available to generate future taxable income. Our analyses of future
taxable income are subject to a wide range of variables, many of which involve
our estimates, and therefore, our deferred tax asset may not be ultimately
realized.
New Accounting Pronouncements
In June 2002, SFAS No. 146, Accounting for Costs Associated with Exit or
Disposal Activities was issued. This statement provides guidance on the
recognition and measurement of liabilities associated with disposal activities
and was effective for ZEVEX on January 1, 2003. The adoption of this statement
did not have a material impact on the consolidated financial position or
consolidated results of operations of ZEVEX.
In November of 2002, the EITF reached a consensus on Issue No. 00-21, Revenue
Arrangements with Multiple Deliverables. This issue addresses certain aspects of
accounting for arrangements whereby a vendor performs multiple
revenue-generating activities. This issue addresses how to determine whether an
arrangement involving multiple deliverables contains more than one unit of
accounting and how the related revenue should be measured and allocated to the
separate units of accounting. This issue is effective for revenue arrangements
entered into for fiscal periods beginning after June 15, 2003. ZEVEX adopted
EITF No. 00-21 in the third quarter which began on July 1, 2003. The adoption of
this statement did not have a material impact on the consolidated financial
position or consolidated results of operations of ZEVEX.
In December of 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation and Disclosure. SFAS No. 148 amends SFAS No. 123 to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, SFAS
No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The provisions of SFAS No. 148 are effective for
financial statements for fiscal years ended after December 15, 2002 and interim
periods beginning after December 31, 2002. The disclosure provisions of SFAS No.
148 have been adopted by ZEVEX. SFAS No. 148 did not require ZEVEX to change to
the fair value based method of accounting for stock-based compensation. ZEVEX
has elected to continue to follow the intrinsic value method of accounting, as
prescribed by APB No. 25, to account for employee stock options. No stock-based
employee compensation cost has been recorded in net income, as all options
granted had an exercise price equal to or greater than the market value of the
underlying common stock on the date of grant.
Had compensation expense for options under our two stock-based compensation
plans been determined based on the fair value of the option at the grant dates
for awards under those plans consistent with SFAS No. 123, ZEVEX' net income
(loss) and earnings (loss) per share would have been adjusted to the pro forma
amounts for the three months and nine months ended September 30 as indicated
below:
Three months ended Nine months ended
------------------------------- --------------------------------
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
2003 2002 2003 2002
--------------- --------------- ---------------- ---------------
Net (loss) income as reported $ (407,328) $ 56,256 $ (257,999) $ 183,416
Less: Stock compensation expense determined
under fair value method, net of related tax
effects 82,873 63,487 265,352 185,813
--------------- --------------- ---------------- ---------------
--------------- --------------- ---------------- ---------------
Pro forma net (loss) income $ (490,201) $ (7,231) $ (523,351) $ (2,397)
=============== =============== ================ ===============
=============== =============== ================ ===============
(Loss) earnings per share:
Basic - as reported $ (.12) $ .00 $ (.08) $ .00
Basic - pro forma $ (.14) $ .00 $ (.15) $ .00
Diluted - as reported $ (.12) $ .00 $ (.08) $ .00
Diluted - pro forma $ (.14) $ .00 $ (.15) $ .00
In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others. The Interpretation significantly changes current
practice in the accounting for, and disclosure of, guarantees. Guarantees
meeting the characteristics described in the Interpretation, which are not
included exceptions, are required to be initially recorded at fair value, which
is different from the general current practice of recording a liability only
when a loss is probable and reasonably estimable, as those terms are defined in
FASB Statement No. 5, Accounting for Contingencies. The Interpretation also
requires a guarantor to make significant new disclosures for virtually all
guarantees even when the likelihood of the guarantor's having to make payments
under the guarantee is remote. We believe provisions of this interpretation will
not have a material effect on our future results of operations or financial
condition, and do not believe that significant additional disclosures are
required.
Other
As part of a nationwide investigation into billing practices associated with
enteral nutrition delivery products, particularly in regard to billing practices
for pumps and disposable delivery sets, on July 2, 2001, the U.S. Office of
Inspector General (OIG), served a subpoena on the ZEVEX, Inc. subsidiary.
According to published reports, the investigation involved most manufacturers,
distributors and health care service providers in the United States enteral pump
industry and similar subpoenas were served on many of those parties. The
subpoena requested documents relating to our enteral pump customers, marketing
and billing practices. We responded to the subpoena. Since October of 2001 we
have not been contacted further by the OIG, although we understand the
investigation is proceeding and we intend to cooperate with the investigation
when contacted again. At this time we are uncertain as to any future impact this
investigation will have on our operations or financial position.
Cautionary Statement for Purposes of "Safe Harbor Provisions" of the Private
Securities Litigation Reform Act of 1995
When used in this report, the words such as "estimate," "believe," "project,"
"anticipate" and similar expressions, together with other discussion of future
trends or results, are intended to identify forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Such statements, which include our statements
about the level of anticipated expenses during 2003 and our liquidity position
are subject to certain risks and uncertainties, including those discussed below
that could cause actual results to differ materially from those projected. These
forward-looking statements speak only as of the date hereof and we disclaim any
obligation to update them. All of these forward-looking statements are based on
estimates and assumptions made by our management, which although believed to be
reasonable, are inherently uncertain and difficult to predict. Therefore, undue
reliance should not be placed upon such estimates. There can be no assurance
that the benefits anticipated in these forward-looking statements will be
achieved. The following important factors, among others, could cause us not to
achieve the benefits contemplated herein, or otherwise cause our results of
operations to be adversely affected in future periods: (i) continued or
increased competitive pressures from existing competitors and new entrants; (ii)
unanticipated costs related to our growth and operating strategies; (iii) loss
or retirement of key members of management; (iv) increase in interest rates of
our cost of borrowing, or a default under any material debt agreement; (v)
adverse state or federal legislation or regulation that increases the cost of
compliance, or adverse findings by a regulator with respect to existing
operations; (vi) loss of customers; (vii) inability to achieve future sales;
(viii) the unavailability of sufficient funds for operations or capital
expenditures; and (ix) inability to introduce new products as planned. Many of
such factors are beyond our control. Please refer to our SEC Form 10-K for the
fiscal year ended December 31, 2002 for additional cautionary statements.
- -------------------------------------------------------------------------------
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK
- -------------------------------------------------------------------------------
No significant changes in market risk have occurred since December 31, 2002.
Please refer to our SEC Form 10-K for the fiscal year ended December 31, 2002
for additional discussion on market risk.
- -------------------------------------------------------------------------------
ITEM 4. CONTROLS AND PROCEDURES
- -------------------------------------------------------------------------------
Our management, including our CEO and CFO, has evaluated the effectiveness of
our "disclosure controls and procedures" (the controls and other procedures for
recording, processing, summarizing, and reporting on a timely basis the
information required to be disclosed in the periodic reports that we file with
the U.S. Securities and Exchange Commission) as of the end of the third quarter.
Based on that evaluation, and subject to the limitations noted below, our
management concluded that our disclosure controls and procedures are effective
to ensure that material information about us and our subsidiaries is made known
to management by others in our company on a timely basis for preparation of our
periodic reports. While we believe our disclosure controls and procedures are
effective, we note that controls and procedures, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the controls and procedures are met. There are inherent
limitations in these controls and procedures, including the possibility that
judgments in decision-making can be faulty, that breakdowns can occur because of
a simple error or mistake, or that a person may circumvent the controls. Also,
because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.
There has been no change in our internal control over financial reporting that
occurred during the third fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
PART II
OTHER INFORMATION
- -------------------------------------------------------------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- -------------------------------------------------------------------------------
ZEVEX held its Annual Meeting of the Shareholders on July 17, 2003. During the
meeting, David J. McNally and Bradly A. Oldroyd were elected to serve for a
three-year term expiring at the 2006 Annual Meeting. The following table
summarizes the tabulation for each director nominee.
- ---------------------------- -------------------------- -------------------------- --------------------------
Director nominee Votes cast For Votes Against Votes Abstained
- ---------------------------- -------------------------- -------------------------- --------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------
David J. McNally 2,923,811 25,112 0
- ---------------------------- -------------------------- -------------------------- --------------------------
- ---------------------------- -------------------------- -------------------------- --------------------------
Bradly A. Oldroyd 2,906,380 42,543 0
- ---------------------------- -------------------------- -------------------------- --------------------------
Directors whose three-year term of office continued after the meeting were: John
T. Lemley and Richard L. Shanaman, whose term expires at the 2004 Annual
Meeting, and David B. Kaysen, Phillip L. McStotts, and Dan Robertson, whose term
expires at the 2005 Annual Meeting. Also, at the meeting, the shareholders were
asked to ratify the appointment of Ernst & Young LLP, Certified Public
Accountants, as independent auditors for the year ending December 31, 2003.
Those shareholders voting in favor of the proposal represented 2,935,248 shares
of ZEVEX' common voting stock, which is approximately 86% of the shares entitled
to vote. Also, 10,126 shares were voted against this proposal, and 3,549 shares
abstained from voting. No other matters were voted upon at the meeting.
- -------------------------------------------------------------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -------------------------------------------------------------------------------
(a) Exhibits
The following exhibits are attached hereto or are incorporated herein
by reference as indicated in the table below:
Exhibit Location if other
No. Title of Document than attached hereto
------ ----------------- --------------------
3.01* Certificate of Incorporation Amendment No. 1 to Form S-1,
filed October 24, 1997
3.02* Amended Bylaws March 31, 2002 Form 10-Q
filed May 10, 2002
31.1 Rule 13a-14(a)/15d-14(a)
Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a)
Certification of Principal Financial and Accounting Officer
32.1 Section 1350 Certification of Chief Executive Officer
32.2 Section 1350 Certification of Principal Financial and
Accounting Officer
(b) Reports on Form 8-K
Item(s) Reported Date Filed
Item 9 - Regulation FD Disclosure
Presentation Materials for
Annual Meeting of Shareholders July 16, 2003
* Denotes exhibits specifically incorporated in this Form 10-Q by
reference to other filings of the Company pursuant to the provisions of
Securities and Exchange Commission Rule 12b-32 and Regulation S-K. These
documents are located under File No. 001-10287 at, among other locations, the
Securities and Exchange Commission, Public Reference Branch, 450 5th St., N.W.,
Washington, D.C. 20549.
- -------------------------------------------------------------------------------
SIGNATURES
- -------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ZEVEX INTERNATIONAL, INC.
Dated: November 13, 2003
By /s/ David J. McNally
--------------------------
David J. McNally, CEO
(Chief Executive Officer)
By /s/ Phillip L. McStotts
------------------------------
Phillip L. McStotts, Secretary
(Principal Financial and Accounting Officer)
Exhibit 31.1
CERTIFICATIONS
I, David J. McNally, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ZEVEX International,
Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I, are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Dated: November 13, 2003
By /s/ David J. McNally
--------------------------
David J. McNally, CEO
(Chief Executive Officer)
Exhibit 31.2
CERTIFICATIONS
I, Phillip L. McStotts, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ZEVEX International,
Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I, are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Dated: November 13, 2003
By /s/ Phillip L. McStotts
Phillip L. McStotts, Secretary
(Principal Financial and Accounting Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, David J. McNally, certify to the best of my knowledge and belief, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of
ZEVEX International, Inc. (the "Company") on Form 10-Q for the quarter ended
September 30, 2003 as filed with the Securities and Exchange Commission on
November 13, 2003 (the "Report"), fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the
information contained in the Report fairly presents in all material respects the
financial condition and results of operations of the Company.
/s/ David J. McNally
David J. McNally
Chief Executive Officer
November 13, 2003
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Phillip L. McStotts, certify to the best of my knowledge and belief, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of
ZEVEX International, Inc. (the "Company") on Form 10-Q for the quarter ended
September 30, 2003 as filed with the Securities and Exchange Commission on
November 13, 2003 (the "Report"), fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the
information contained in the Report fairly presents in all material respects the
financial condition and results of operations of the Company.
/s/ Phillip L. McStotts
Phillip L. McStotts
Principal Financial and Accounting Officer
November 13, 2003