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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 June 30, 2000
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 0-23791
SONOSITE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 91-1405022
---------- ----------
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
OF INCORPORATION OR ORGANIZATION)
21919 - 30th Drive SE
Bothell, WA 98021-3904
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(425) 951-1200
(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 / /
----- ----
As of August 9, 2000, there were 9,383,253 shares of the registrant's $.01 par
value Common Stock outstanding.
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SONOSITE, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
<TABLE>
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Page No.
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<S> <C> <C>
Part I Financial Information
Item 1. Financial Statements (unaudited)
Condensed Balance Sheets-- June 30, 2000 and December 31, 1999................................. 3
Condensed Statements of Operations-- One and two quarters ended June 30, 2000 and 1999......... 4
Condensed Statements of Cash Flows-- Two quarters ended June 30, 2000 and 1999................. 5
Notes to Condensed Financial Statements........................................................ 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......... 7
Item 3. Quantitative and Qualitative Disclosures about Market Risk..................................... 17
Item 4. Submission of Matters to a Vote of Security Holders............................................ 18
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K............................................................... 18
Signature...................................................................................... 19
</TABLE>
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PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
SONOSITE, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
JUNE 30, DECEMBER 31,
2000 1999
----------------- -----------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 5,013,857 $ 33,252,112
Short-term investment securities 26,726,142 16,594,050
Accounts receivable, less allowance for doubtful
accounts of $259,031 and $96,344, respectively 9,997,939 7,856,547
Receivable from affiliate 676,830 400,009
Accrued interest receivable 636,399 484,684
Inventories 6,625,370 1,925,977
Prepaid expenses and other assets 925,346 692,489
----------------- -----------------
Total current assets 50,601,883 61,205,868
Property and equipment, net 5,670,690 4,845,860
Long-term investment securities 7,422,992 3,163,501
Investment in affiliates 786,748 429,843
Other assets 603,030 81,157
----------------- -----------------
Total assets $ 65,085,343 $ 69,726,229
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,041,869 $ 2,718,276
Accrued expenses 2,534,929 2,483,754
Current portion of long-term obligations 523,364 387,577
Deferred liabilities 215,432 292,787
----------------- -----------------
Total current liabilities 6,315,594 5,882,394
Long-term obligations, less current portion 393,861 134,696
----------------- -----------------
Total liabilities 6,709,455 6,017,090
Commitments and contingencies
Shareholders' equity:
Preferred stock, $1.00 par value
Authorized shares - 6,000,000
Issued and outstanding shares - none -- --
Common stock, $.01 par value:
Authorized shares - 50,000,000
Issued and outstanding shares:
As of June 30, 2000 - 9,326,745
As of December 31, 1999 - 9,209,633 93,267 92,096
Additional paid-in-capital 107,076,412 106,227,784
Deferred stock compensation (20,618) (29,393)
Accumulated deficit (48,681,531) (42,520,588)
Accumulated other comprehensive loss (91,642) (60,760)
----------------- -----------------
Total shareholders' equity 58,375,888 63,709,139
----------------- -----------------
Total liabilities and shareholders' equity $ 65,085,343 $ 69,726,229
================= =================
</TABLE>
SEE ACCOMPANYING NOTES.
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SONOSITE, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED TWO QUARTERS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
---------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Sales revenue $ 9,033,650 $ -- $ 17,019,160 $ --
Cost of sales 4,973,259 -- 9,597,178 --
---------------- --------------- ---------------- ----------------
Gross margin on sales revenue 4,060,391 -- 7,421,982 --
Grant revenue -- -- -- 124,506
Operating expenses:
Research and development 2,917,887 4,063,969 5,395,045 7,067,089
Sales and marketing 3,606,750 2,727,942 7,215,005 4,500,859
General and administrative 1,020,403 516,418 2,149,490 1,211,848
---------------- --------------- ---------------- ----------------
Total operating expenses 7,545,040 7,308,329 14,759,540 12,779,796
Other income, net 567,445 397,478 1,176,615 506,958
---------------- --------------- ---------------- ----------------
Net loss $(2,917,204) $(6,910,851) $(6,160,943) $ (12,148,332)
================ =============== ================ ================
Basic and diluted net loss per share $ (0.31) $ (0.99) $ (0.67) $ (2.06)
================ =============== ================ ================
Weighted average shares used in
computation of basic and diluted
net loss per share 9,284,093 6,962,987 9,254,501 5,909,147
================ =============== ================ ================
</TABLE>
SEE ACCOMPANYING NOTES.
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SONOSITE, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
TWO QUARTERS ENDED
JUNE 30,
------------------------------------------
2000 1999
-------------------- ------------------
<S> <C> <C>
Operating activities:
Net loss $ (6,160,943) $ (12,148,332)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 1,115,845 552,723
Equity in loss of affiliate 143,095 --
Amortization of premium on investment securities 62,267 --
Amortization of deferred compensation 8,775 192,351
Changes in operating assets and liabilities:
Increase in accounts receivable (2,141,392) --
Increase in receivable from affiliate (276,821) --
Increase in interest receivable (151,715) --
Increase in inventories (4,699,393) --
Decrease/(increase) in prepaid expenses 41,585 (224,732)
Increase in other assets (148,986) (5,092)
Increase in accounts payable 323,593 121,632
Increase in accrued expenses 51,175 821,311
(Decrease)/increase in deferred liabilities (77,355) 3,777
-------------------- ------------------
Net cash used in operating activities (11,910,270) (10,686,362)
Investing activities:
Purchase of investments (30,484,623) (35,192,489)
Proceeds from maturities of investments 15,999,892 500,000
Purchase of equipment (1,485,447) (1,485,725)
Proceeds on sale of equipment 37,142 --
Investment in affiliate (500,000) --
Other assets (372,887) --
-------------------- ------------------
Net cash used in investing activities (16,805,923) (36,178,214)
Financing activities:
Decrease in checks drawn in excess of bank balances -- (601,629)
Repayment of long-term obligations (371,860) (194,997)
Proceeds from sale of common stock, net of issuance costs -- 35,526,255
Exercise of stock options 849,798 147,230
Contributions from ATL Ultrasound -- 12,000,000
-------------------- ------------------
Net cash provided by financing activities 477,938 46,876,859
Net change in cash (28,238,255) 12,283
Cash and cash equivalents at beginning of period 33,252,112 7,525,762
-------------------- ------------------
Cash and cash equivalents at end of period $ 5,013,857 $ 7,538,045
==================== ==================
Supplemental disclosure of cash flow information:
Cash paid for interest $ 39,662 $ 78,479
==================== ==================
Supplemental disclosure of non-cash investing and financing activities:
Assets acquired through debt obligations $ 766,812 $ --
==================== ==================
Unrealized loss on investment $ 30,882 $ 92,800
==================== ==================
</TABLE>
SEE ACCOMPANYING NOTES.
5
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SONOSITE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
INTERIM FINANCIAL INFORMATION
The information contained herein has been prepared in accordance with
instructions for Form 10-Q and Article 10 of Regulation S-X. The information
furnished reflects, in the opinion of SonoSite, Inc. (SonoSite) management, all
adjustments necessary (which are of a normal and reoccurring nature) for a fair
presentation of the results for the interim periods presented. The results of
operations for the quarter and two quarters ended June 30, 2000 are not
necessarily indicative of our results to be expected for the entire year ending
December 31, 2000 or for any other fiscal period. These financial statements do
not include all disclosures required by generally accepted accounting
principles. For a presentation including all disclosures required by generally
accepted accounting principles, these financial statements should be read in
conjunction with the audited financial statements for the year ended December
31, 1999, included in our Annual Report on Form 10-K.
SonoSite began operations in 1994 as a project of ATL Ultrasound, Inc., or ATL.
The project was chartered to develop the design and specifications for a
hand-carried ultrasound device. From inception through April 6, 1998, the
project was organized as a separate division of ATL. On February 2, 1998, the
ATL board of directors approved a plan to spin off SonoSite as an independent
publicly owned company. This transaction was effected through a tax-free
dividend distribution of SonoSite's shares to ATL shareholders as of April 6,
1998. ATL shareholders received one share of SonoSite common stock for every
three shares of ATL common stock held. In addition, ATL option holders were
granted one option to purchase SonoSite shares for every six options to purchase
ATL shares.
The financial statement information for periods subsequent to SonoSite's spinoff
as an independent company on April 6, 1998 consists solely of SonoSite's
activity as a separate company.
INVESTMENTS
Investment securities consist of high grade corporate debt. While our intent is
to hold our securities until maturity, we classified all securities as
available-for-sale, as the sale of such securities may be required prior to
maturity to implement management strategies. These securities are carried at
fair value, with the unrealized gains and losses reported as a component of
other comprehensive income or loss until realized. Realized gains and losses, if
any, from the sale of available-for-sale securities are determined on a specific
identification basis.
A decline in market value of any available for sale security below cost that is
determined to be other than temporary results in a revaluation of its carrying
amount to fair value. The impairment is charged to earnings and a new cost basis
for the security is established. Premiums and discounts are amortized or
accreted over the life of the related security as an adjustment to yield using
the effective interest method. Interest income is recognized when earned.
CONCENTRATIONS
In the ordinary course of business, we grant credit to a broad customer base. Of
the accounts receivable balance as of June 30, 2000, 62% and 38% were receivable
from international and domestic parties, respectively. In addition, 20% and 14%
of the total accounts receivable balance outstanding as of June 30, 2000 were
from single Japanese and United States customers, respectively.
For the quarter ended June 30, 2000, 53% and 47% of sales revenue related to
domestic and international revenue, respectively. Of this revenue, two single
customers accounted for 10% or greater of our total sales revenue as follows:
27% located in the United States and 23% located in Japan. Combined total sales
revenue for these two customers was $4.5 million for the quarter ended June 30,
2000.
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For the two quarters ended June 30, 2000, 38% and 62% of sales revenue related
to domestic and international revenue, respectively. Of this revenue, two single
customers accounted for 10% or greater of our total sales revenue as follows:
19% located in the United States and 40% located in Japan. Combined total sales
revenue for these two customers was $10.0 million for the two quarters ended
June 30, 2000.
ACCUMULATED OTHER COMPREHENSIVE LOSS
Other comprehensive losses consist entirely of net unrealized losses on
investments for the quarter and two quarters ended June 30, 2000. For the
quarter and two quarters ended June 30, 2000, we had an unrealized gain of
$78,000 and unrealized loss of $31,000. For the quarter and two quarters ended
June 30, 1999, we had an unrealized loss of $93,000. Comprehensive loss was $2.8
million and $7.0 million for the quarters ended June 30, 2000 and 1999,
respectively, and $6.2 million and $12.2 million for the two quarters ended June
30, 2000 and 1999, respectively.
NET LOSS PER SHARE
Basic and diluted net loss per share were computed by dividing the net loss by
the weighted average shares outstanding.
Options to purchase SonoSite shares and unvested restricted SonoSite shares were
not included in the computations of diluted net loss per share because to do so
would be antidilutive. As of June 30, 2000 and 1999, outstanding SonoSite
options and unvested restricted shares issued by ATL in the dividend
distribution that effected the spin-off totaled 186,406 and 276,491 and
outstanding stock options issued by SonoSite as of June 30, 2000 and 1999
totaled 1,952,057 and 1,877,865.
NEW ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission (SEC) released Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements", which must be applied in the fourth quarter of 2000. SAB 101
provides guidance on revenue recognition and the SEC staff's views on the
application of accounting principles to selected revenue recognition issues.
While we presently do not believe the impact from the guidance will have a
significant effect on our financial statements, additional guidance from the SEC
staff is expected to be issued, which could change our current understanding and
expectations.
In March 2000, the Financial Accounting Standards Board issued Interpretation
No. 44 (FIN 44), "Accounting for Certain Transactions Involving Stock
Compensation". FIN 44 clarifies the application of Accounting Principles Board
Opinion No. 25 (APB 25) and is effective July 1, 2000. Specifically, FIN 44
clarifies the definition of "employee" for purposes of applying APB 25, the
accounting consequence of various modifications to the terms of a previously
fixed stock option or award, and the accounting for an exchange of stock
compensation awards in a business combination. We do not anticipate that
the adoption of FIN 44 will have a material impact on our financial statements.
In July 2000, the Emerging Issues Task Force issued a conclusion on Issue No.
00-10 (EITF 00-10), "Accounting for Shipping and Handling Fees and Costs",
which must be applied in the fourth quarter of 2000. EITF 00-10 requires that
amounts billed to a customer for shipping and handling costs be classified as
revenue. We currently net amounts billed to customers for shipping and
handling against the related costs incurred and are evaluating the impact
that the implementation of EITF 00-10 will have on our financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain statements in this Form 10-Q contain forward-looking statements.
Forward-looking statements provide our current expectations or forecast of
future events. Our operations involve risks and uncertainties, which may cause
actual results to differ materially from those predicted in the forward-looking
statements. If any of our assumptions on which the statements are based prove
incorrect or should unanticipated circumstances arise, our actual results
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could materially differ from historical and expected results. Consequently, no
forward-looking statements can be guaranteed and our actual results may differ
materially. The differences could be caused by a number of factors or
combination of factors, including, but not limited to, the "Important Factors
That May Affect Our Business, Our Results of Operations and Our Stock Price"
described herein and in our Securities and Exchange Commission filings from time
to time. We undertake no obligation to update any forward-looking statements,
whether as a result of new information, future events or otherwise.
OVERVIEW
SonoSite commenced operations in 1994 as a project of ATL. We were chartered to
develop the design and specifications for a highly portable ultrasound device
and other highly portable ultrasound products for potential use for diagnostic
imaging in a multitude of clinical and field settings. From the time we started
on this project until we became an independent company, we were organized as a
separate division within ATL. On February 2, 1998, the ATL Board of Directors
approved a plan to spin-off our division as an independent, publicly owned
company. This transaction was completed through the tax-free distribution of one
new share in SonoSite for every three shares of ATL stock held on April 6, 1998.
ATL retained no ownership in SonoSite following the spin-off.
We finalized the development and commercialization of our first products in
1999, recognizing our initial product sales in September 1999. Our products are
comprised of two highly portable imaging platforms, the SonoSite 180-TM- and
SonoHeart-TM-, and four transducers.
Since we started operations, we have incurred losses. We expect to continue to
incur operating losses until our product sales generate sufficient revenue to
fund our continuing operations. However, we may not generate sufficient revenue
to fund our operations in future periods.
RESULTS OF OPERATIONS
PRODUCT SALES
During the quarter and two quarters ended June 30, 2000, product revenue was
$9.0 million and $17.0 million. Initial shipments of our products commenced in
the third quarter of 1999. Accordingly, there were no product revenues in the
first half of 1999. Product revenues are generally recognized at the time of
shipment. As of June 30, 2000, our products included two primary platforms, the
SonoSite 180 and SonoHeart, and four transducers, which may be used in a variety
of applications. Transducers included a curved array transducer (C60), for
abdominal imaging, an intra-cavital transducer (ICT) for transvaginal and
intra-cavital imaging, a microconvex (C15) for cardiac imaging and a linear
array (L38) for use in radiology, emergency medicine and vascular imaging. In
future quarters, we expect to expand our transducer offerings to include a
neonatal transducer for use in pediatric applications. We anticipate that
product revenues in the third quarter will be similar to the second quarter and
will increase as the year progresses.
GRANT REVENUE
There was no grant revenue for the two quarters ended June 30, 2000. There also
was no grant revenue for the quarter ended June 30, 1999. For the two quarters
ended June 30, 1999, grant revenue was $125,000. This revenue was recognized in
accordance with terms of our contract with the Defense Department and was
generally tied to achieving technological milestones. As of the end of March
1999, we had completed the project work and achieved all technical milestones
under the contract. We expect no future revenue under the terms of the Defense
Department contract.
COST OF SALES AND GROSS MARGIN ON SALES REVENUE
Cost of sales for the quarter and two quarters ended June 30, 2000, were $5.0
million and $9.6 million. Gross margins for the same periods were $4.1 million,
which represented 45% of sales revenue, and $7.4 million, which represented 44%
of sales revenue. As noted, there were no product sales during the first two
quarters of 1999. We have predominantly used distributors world-wide to sell our
products. Midway through the first quarter of 2000, we established a contract
direct selling force in the United States that began selling product directly to
end customers,
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improving our margins. As the percentage of United States product sales
revenue increases and distributor discounts decrease from the early adoption
discount levels offered, we expect margins to improve over time.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses for the quarter and two quarters ended June
30, 2000 were $2.9 million and $5.4 million. This is a decrease of $1.1 million
from the $4.1 million reported for the comparable second quarter of 1999 and a
decrease of $1.7 million from the $7.1 million reported for the two quarters
ended June 30, 1999. The decrease in research and development expenses was
primarily the result of decreases in initial development and start-up activities
surrounding the design, tooling and manufacture of our initial products and
accessories. Coinciding with our initial product shipments in September 1999, we
began to capitalize, as part of our product costs, certain manufacturing
overhead charges. Prior to our initial product sales, these costs were charged
to research and development expenses. We anticipate that spending levels in
research and development will increase in the third quarter as we focus
additional resources on efforts to develop and release future products.
SALES AND MARKETING EXPENSES
Sales and marketing expenses for the quarter and two quarters ended June 30,
2000 were $3.6 million and $7.2 million. This is an increase of $879,000 from
the $2.7 million reported for the second quarter of 1999 and an increase of $2.7
million from the $4.5 million reported for the two quarters ended June 30, 1999.
The increase was primarily the result of increases in personnel and
personnel-related expenses, including our contract direct sales force, and
increases in advertising and promotion activity to support existing products and
introduce our high-frequency system and linear transducer to new market
segments. We expect sales and marketing expenses to increase as we continue
promotional activity, expand our contract direct sales force and support our
worldwide distribution network.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses for the quarter and two quarters ended June
30, 2000 were $1.0 million and $2.1 million. This is an increase of $504,000
from $516,000 reported for the second quarter of 1999 and an increase of
$938,000 from $1.2 million reported for the two quarters ended June 30, 2000.
The increase was primarily the result of additional personnel being added to
support the growing development, marketing and distribution functions, including
accounting and finance, investor relations, human resources, facilities and
information services. In addition, outside service fees relating to legal,
accounting and annual reporting requirements have increased. We intend to add
administrative personnel to support those activities mentioned above. As a
result, we expect that general and administrative expenses will increase in
those areas.
NET LOSS
Net loss for the quarter and two quarters ended June 30, 2000 was $2.9 million
and $6.2 million. This is a decrease of $4.0 million from $6.9 million reported
for the second quarter of 1999 and a decrease of $6.0 million from $12.1 million
reported for the two quarters ended June 30, 1999. The net loss decrease during
the second quarter and two quarters ended June 30, 2000 was almost entirely
related to the gross margin received on product sales thus far in 2000. These
reductions to our net loss were partially offset by a net increase in operating
expenses discussed above. We expect to incur net losses in the near term as we
continue to develop the highly portable imaging markets, enhance our selling
network, continue research and development activity, internalize manufacturing
operations, support current and future customer needs and continue to provide
necessary administrative support for increased activities throughout SonoSite.
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LIQUIDITY AND CAPITAL RESOURCES
Our capital requirements have been funded by $64.7 million raised through sales
of common stock, together with the $30 million from ATL received in connection
with our spin-off and development grants of $4.9 million from the Department of
the Navy through an award via the Advanced Research Projects Agency.
On April 6, 1998, the day we became an independent public company, ATL
contributed to our capital all cumulative expenditures made by them on our
business while we were an operating division within ATL, net of funds received
from the U.S. Navy. This book capital contribution totaled $10.6 million. In
addition, ATL contributed $30 million in cash in two payments; $18 million in
April of 1998 and $12 million in January of 1999.
During 1999, we raised additional cash through two equity offerings. In April
1999, we raised net proceeds of $35.4 million through the public issuance of
2,990,000 shares of our common stock. In November 1999, we raised additional net
proceeds of $29.3 million through the private placement of 1,250,000 shares of
our common stock.
As of June 30, 2000, cash and cash equivalents totaled $5.0 million, a decrease
of $28.3 million from $33.3 million as of December 31, 1999. This excludes $26.7
million in short-term investment securities and $7.4 million in investment
securities with terms longer than one year as of June 30, 2000. As of December
31, 1999, $16.6 million in short-term investment securities and $3.2 million in
investment securities with terms longer than one year were excluded from the
cash and cash equivalent balance. The decrease in cash and cash equivalents is
primarily the result of investing activities of $16.8 million and operating
activities of $11.9 million during the first half of 2000. While recent
quarterly losses have been reduced, our cash requirements have remained
significant primarily due to increases in accounts receivable and inventories.
We expect cash requirements in 2000 to be less than in 1999 due to anticipated
increases in quarterly revenues that will generate lower losses and increasing
collections on trade receivables.
We believe the existing cash and cash equivalents and funds available to us
through lease financing and other sources of debt financing should be sufficient
to fund our operations through 2002. However, it is difficult to accurately
predict the amount of cash that we may require during the upcoming year, which
will depend in part upon factors beyond our control. These factors include:
lower than anticipated product adoption rates, lower revenues on our existing
and new products, technical obstacles, cost overruns in research and development
programs or manufacturing activities and greater than anticipated administrative
expenses. If we require additional capital, there can be no assurance that
adequate financing will be available to us on a timely basis, on favorable
terms, or at all.
YEAR 2000 INFORMATION SYSTEMS REVIEW AND STATUS
In June 1998, we began working to address the possible side effects of the
potential inability of computer programs to adequately process date information
after December 31, 1999 (the Year 2000 issue). Up to the date of this report, we
have not detected or learned of any material failings in our products,
information technology infrastructure or computer systems in performing date
recording and computation accurately in the year 2000 or in accomodating the
leap year for the year 2000. There have been no reported failures of our
products in the field to recognize dates or conduct calculations as a result
of the year 2000 issue. We do not expect additional significant expenditures
related to the Year 2000 issue.
IMPORTANT FACTORS THAT MAY AFFECT OUR BUSINESS, OUR RESULTS OF OPERATIONS AND
OUR STOCK PRICE
WE HAVE A LIMITED OPERATING HISTORY AND THERE ARE NUMEROUS REASONS WHY WE MAY
NOT BE SUCCESSFUL
We commenced operations as a separate company in April 1998. Prior to that, we
operated as a business unit of ATL. We shipped our first products in
September 1999. Accordingly, we have a limited operating history and our
prospects for success are difficult to determine. You should consider our
business and prospects in
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light of the risks and uncertainties encountered by new technology companies
in making investment decisions about our common stock. There are many reasons
why we may be unsuccessful in implementing our strategy, including:
- any inability to manufacture our products with the quality and
quantity necessary to achieve profitability;
- our dependence on the market acceptance of a new platform for imaging
procedures;
- our inability to achieve market acceptance of our products for any other
reason;
- our reliance on third-party manufacturing of our products;
- our need to maintain and expand distribution networks;
- our need to obtain governmental approvals in key foreign markets;
- any loss of key personnel;
- any inability to respond effectively to competitive pressures;
- any inability to manage rapid growth and expanding operations; and
- any failure to comply with governmental regulations.
WE HAVE A HISTORY OF LOSSES, WE EXPECT FUTURE LOSSES AND WE MAY NEVER BE
PROFITABLE
We have incurred net losses in each quarter since we started operations and have
only recently begun product sales. As of June 30, 2000, we had an accumulated
deficit of approximately $48.7 million, including approximately $10.3 million
that accumulated before we commenced operations as a separate company in April
1998. We expect to incur substantial additional expenses in the future as we
continue to conduct research and development efforts on newer generation
products and increase sales and marketing efforts on our current products. We
will need to generate significant additional revenues in the future before we
will be able to achieve and maintain profitability. Our business strategies may
not be successful and we may not be profitable in any future period. If we do
become profitable, we cannot be certain that we can sustain or increase
profitability on a quarterly or annual basis.
DEMAND FOR OUR PRODUCTS MAY FLUCTUATE, IS SUBJECT TO NUMEROUS UNCERTAINTIES
AND MAY NOT SUPPORT A PROFITABLE BUSINESS
Our products represent a new platform for imaging procedures, ultrasound in
particular, and we have only sold our products in limited quantities. The market
for hand-carried, high-performance ultrasound imaging devices is new and largely
untested. We do not know the rate at which physicians or other healthcare
providers will adopt our products or the rate at which they will purchase them
in the future. Acceptance of our products by medical professionals, including
physicians and other medical professionals who do not currently use ultrasound,
is essential to our success and may require us to overcome resistance to a new
platform for ultrasound imaging. Use of our products will require training for
medical professionals who currently do not use ultrasonic imaging instruments.
The time required to complete such training may be substantial and could result
in a delay or decrease in market acceptance. Currently, patients requiring an
ultrasound examination are generally referred to a centralized testing location.
Radiologists and other specialized providers of ultrasound at these locations
may have an incentive to discourage market acceptance for our products in order
to maintain these referrals.
Physicians and other healthcare providers will not purchase our products unless
they determine that they are preferable to other means of obtaining an
ultrasound examination and that the benefits to the patient and physician
outweigh the costs of purchasing our products. This determination will depend on
our products' image quality, cost-effectiveness, ease of use, reliability and
portability. Furthermore, acceptance of our products by physicians and other
healthcare providers may be more difficult if they are unable to obtain adequate
reimbursement from third-party payors for tests performed using our products. In
addition, while we have priced our products to be competitive in the marketplace
for lower-end ultrasound machines, our pricing policies could limit market
acceptance compared to competing products or alternative testing methods.
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WE RELY ON ATL FOR MANUFACTURING OUR PRODUCTS AND ANY INTERRUPTION OR DELAY AT
ATL COULD HARM OUR BUSINESS
We have contracts with ATL for manufacturing services for some of our ultrasound
products. These services are critical to our ability to deliver our products to
customers. ATL may be unable to provide all the manufacturing capacity we will
need to meet our planned objectives. Although we believe that we will ultimately
develop alternative sources for the services provided by ATL, we may lose future
sales and incur additional expenses as a result of any interruption or delay by
ATL in manufacturing our products. Additionally, ATL has the right to terminate
our manufacturing contract on 180 days' notice.
WE INTEND TO ASSUME SOME OR ALL OF THE MANUFACTURE AND ASSEMBLY OF OUR PRODUCTS
BUT WE HAVE LIMITED MANUFACTURING EXPERIENCE OR CAPABILITY
Within the next year, we intend to assume some or all of the manufacture and
assembly of our products. To do so, we will be required to develop our own
manufacturing capability. We may be unable to comply with regulations applicable
to manufacturers of ultrasound devices or manufacture our products at a cost or
in quantities necessary to achieve or maintain profitability. In addition to
compliance with regulatory requirements, we may encounter difficulties in
scaling up production of our products, including problems involving
manufacturing yields, quality control and assurance and shortages of qualified
personnel. We will also need to effectively manage raw material inventories to
minimize shortages that would disrupt manufacture. We have limited experience
with manufacturing and assembly and we may be unable to successfully meet these
challenges.
IF OUR THIRD-PARTY VENDORS FAIL TO SUPPLY US WITH THE HIGHLY SPECIALIZED PARTS
AND OTHER COMPONENTS WE NEED FOR OUR PRODUCTS, WE WILL BE UNABLE TO EFFECTIVELY
SHIP OUR PRODUCTS
We depend on third-party vendors to supply highly specialized parts, such as
custom-designed integrated circuits and some transducer components. These
vendors may experience difficulty in manufacturing these parts, or in meeting
our quality standards. In addition, these parts generally have long order
lead-times that restrict our ability to respond quickly to changing market
conditions. If we are required to switch vendors, the manufacture and delivery
of our products could be interrupted for an extended period. We also rely on
third party vendors to supply essential parts and components that are in high
demand in other industries such as electronics manufacturing and
telecommunications equipment manufacturing. Our ability to manufacture and
deliver products in a timely manner could be harmed if these vendors fail to
maintain an adequate supply of these components.
WE DEPEND ON SINGLE-SOURCE VENDORS FOR SOME OF OUR COMPONENTS WHICH MAY BE
DIFFICULT AND COSTLY TO REPLACE
We depend on single-source vendors for some key components for our products,
including custom-designed integrated circuits, image displays, batteries,
capacitors and transformers. There are relatively few alternative sources of
supply for some of these components. While these vendors have generally produced
our components with acceptable quality, quantity and cost in the past, they have
experienced periodic problems that have caused us delays in production. To date
these problems have not been material. These suppliers may be unable to meet our
future demands or may continue to experience quality and specification problems
which might cause us to experience delays, incur additional costs and possibly
miss customer deliveries. Establishing additional or replacement suppliers for
these components may take a substantial amount of time. If we have to switch to
a replacement vendor, the manufacture and delivery of our products could be
interrupted for an extended period.
OUR FUTURE SUCCESS COULD BE IMPAIRED IF THE PERCEPTION OF OUR PRODUCTS IS
BASED ON ANY EARLY PERFORMANCE PROBLEMS
We will not succeed unless the marketplace is confident that we can provide
quality products and deliver them in a timely manner. We have only recently
begun to ship our products. If these initial shipments fail to perform as
advertised or if they are perceived as being difficult to use or causing
discomfort to patients, the public image of our products may be impaired. Public
perception may also be impaired if we fail to deliver our products in a timely
manner due to difficulties with our suppliers and vendors or due to our
inability to efficiently manufacture and assemble products in-house. A tarnished
reputation could result in the failure of our products to gain market acceptance
even after any quality or delivery problems are resolved.
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WE MAY BE UNABLE TO MANAGE OUR GROWTH, WHICH COULD STRAIN OUR RESOURCES AND
IMPAIR OUR ABILITY TO DELIVER OUR PRODUCTS
We expect significant growth in all areas of operations as we develop and
market our products. We will need to add personnel and expand our
capabilities, which may strain our existing management, operational,
financial and other resources. To compete effectively and manage future
growth, we must
- accurately forecast demand for our products;
- train, manage and motivate a growing employee base; and
- improve existing operational, financial and management information systems.
We may be unable to complete necessary improvements to our systems, procedures
and controls to support our future operations in a timely manner. In addition,
we may be unable to attract or retain required personnel and our management may
be unable to develop the additional expertise required to manage any future
growth.
OUR QUARTERLY OPERATING RESULTS ARE UNCERTAIN AND MAY FLUCTUATE SIGNIFICANTLY,
WHICH COULD IMPAIR THE VALUE OF YOUR INVESTMENT
Our future operating results will depend on numerous factors, many of which
we do not control. Changes in any or all of these factors could cause our
operating results to fluctuate and increase the volatility of our stock. Some
of these factors are
- demand for our products;
- product and price competition;
- changes in the costs of components;
- success of our indirect sales and contract sales force;
- successful development and commercialization of new and enhanced products
on a timely basis;
- timing of new product introductions and product enhancements by us or our
competitors; and
- timing and magnitude of our expenditures.
In addition, we base our manufacturing orders on forecasts of sales in future
periods and intend to continue to do so in the future. Our forecast in any
particular period may prove inaccurate, which could cause fluctuations in our
manufacturing costs and our operating results. Our future operating results
could fall below the expectations of securities analysts or investors and reduce
the market price of our stock. We believe that there may be some fluctuations
caused by year-end budgetary pressures on our customers, customer buying
patterns and the efforts of our sales and distribution network to meet or exceed
annual sales quotas. These factors make it difficult to forecast our revenues
and operating results.
THE MARKET FOR ULTRASOUND IMAGING PRODUCTS IS HIGHLY COMPETITIVE AND WE MAY BE
UNABLE TO COMPETE EFFECTIVELY
The existing market for ultrasound imaging products is well established and
intensely competitive. In addition, we are seeking to develop new markets for
our hand-carried ultrasound imaging products. We expect competition to increase
as potential and existing competitors begin to enter these new markets or modify
their existing products to compete directly with ours. Our primary competitors
have
- better name recognition;
- significantly greater financial resources; and
- existing relationships with some of our potential customers.
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Our competitors may be able to use their existing relationships to discourage
customers from purchasing our products. In addition, our competitors may be able
to devote greater resources to the development, promotion and sale of new or
existing products, thereby allowing them to respond more quickly to new or
emerging technologies and changes in customer requirements.
WE HAVE LIMITED SALES AND MARKETING EXPERIENCE AND RELY ON AN INDIRECT SALES AND
DISTRIBUTION NETWORK AND A CONTRACT DIRECT SALES FORCE TO SELL OUR PRODUCTS,
WHICH WE MAY BE UNABLE TO SUCCESSFULLY MAINTAIN OR REPLACE
We have limited sales and distribution capabilities and have established an
indirect sales and distribution network and contract direct sales force to sell
our products domestically and internationally. Our future revenue growth will
depend in large part on our success in maintaining and expanding these sales
channels. We depend on these distributors to help promote market acceptance and
demand for our products. We established our contract sales force within the
United States midway through the first quarter of 2000. We may elect to develop
additional direct sales and distribution capabilities in the future or we may be
required to do so if we fail to maintain or expand our existing third-party
distribution network. Additional development of our distribution capabilities
will be expensive and time-consuming. We may be unable to develop our own
distribution capabilities in a timely manner, if at all, which would have an
adverse effect on our ability to sell our products.
Many of our third-party distributors are in the business of distributing other,
sometimes competing, medical products. As a result, our products may not receive
the resources and support required within this network to meet our sales
objectives.
We intend to manage our third-party distribution network with sales directors.
These sales directors will need a high level of technical expertise and
knowledge regarding our products' capabilities and ultrasound imaging products
in general and their use. We face intense competition for qualified sales
directors and may be unable to attract and retain such personnel, which would
adversely affect our ability to expand and maintain our third-party distribution
network.
IF WE DO NOT RETAIN KEY EMPLOYEES AND ATTRACT ADDITIONAL HIGHLY SKILLED
EMPLOYEES, WE WILL NOT BE SUCCESSFUL
Our future performance will depend largely on the efforts and abilities of our
key technical, marketing and managerial personnel and our ability to retain
them. Our success depends on our ability to attract and retain additional key
personnel in the future. The loss of any of our key employees could adversely
affect our business, particularly the loss of any of our key engineering
personnel. We do not have employment agreements with any of our employees. We do
not maintain key person insurance on any of our employees.
WE MAY BE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS,
WHICH COULD HARM OUR BUSINESS
Our success and ability to compete depend on our licensed and internally
developed technology. We protect our proprietary technology through a
combination of patent, copyright, trade secret and trademark law. We also enter
into confidentiality or license agreements with our employees, consultants and
corporate partners, and generally control access to, and the distribution of,
our product designs, documentation and other proprietary information, as well as
the designs, documentation and other information we license from others. Despite
our efforts to protect these proprietary rights, unauthorized parties may copy,
develop independently or otherwise obtain and use our products or technology.
We cannot be sure that our pending patent applications will result in issued
patents. In addition, our issued patents or pending applications may be
challenged or circumvented by our competitors. Policing unauthorized use of our
intellectual property will be difficult and we cannot be certain that we will be
able to prevent misappropriation of our technology, particularly in countries
where the laws may not protect our proprietary rights as fully as in the United
States.
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OUR PRODUCTS MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, WHICH
COULD SUBJECT US TO SIGNIFICANT LIABILITY
Many of our competitors in the ultrasound imaging business hold issued
patents and have filed, or may file, patent applications. Our competitors
may claim our technology or products infringe upon the technology covered by
these patents or patent applications. Any such claims, with or without
merit, could
- be time-consuming to defend;
- Result in costly litigation;
- divert management's attention and resources;
- cause product shipment delays;
- require us to enter into royalty or licensing agreements;
- prevent us from manufacturing or selling some or all of our products; or
- result in our liability to one or more of these competitors.
If a third party makes a successful claim of patent infringement against us, we
may be unable to license the infringed or similar technology on acceptable
terms, if at all.
OUR PRODUCTS MAY BECOME OBSOLETE
Our competitors may develop and market ultrasound products that render our
products obsolete or noncompetitive. In addition, although diagnostic ultrasound
imaging products may have price and/or performance advantages over competing
medical imaging equipment, such as computed tomography and magnetic resonance
imaging, any price or performance advantages may not continue. Our products
could become obsolete or unmarketable if other products utilizing new
technologies are introduced or new industry standards emerge. As a result, the
life cycles of our products are difficult to estimate. To be successful, we will
need to continually enhance our products and to design, develop and market new
products that successfully respond to any competitive developments. In addition,
because our products are based on a single platform, we may be more vulnerable
to adverse events affecting the healthcare industry generally, and the medical
ultrasound market specifically, than we would be if we offered products based on
more than one platform.
WE MAY INCUR TAX LIABILITY IN CONNECTION WITH OUR SPINOFF FROM ATL
Our spinoff was treated by ATL as a tax-free spinoff under Section 355 of the
Internal Revenue Code of 1986, as amended. However, if ATL were to recognize
taxable gain from the spinoff, the Internal Revenue Service could impose that
liability on any member of the ATL consolidated group as constituted prior to
the spinoff, including SonoSite. Under the spinoff agreement with ATL, ATL is
required to cover 85% of any such liability (unless the tax is imposed due to
the actions by ATL solely or SonoSite solely, in which case ATL and SonoSite
have agreed that the party who is solely at fault shall bear all of the tax
liability). We cannot guarantee that ATL will honor its obligation to indemnify
us or agree that it caused the liability to be imposed. If we were required to
pay all or a portion of any taxes related to the spinoff, our business would be
adversely affected.
GOVERNMENTAL REGULATION OF OUR BUSINESS COULD PREVENT US FROM INTRODUCING NEW
PRODUCTS IN A TIMELY MANNER
All of our planned products and our manufacturing activities and the
manufacturing activities of our third-party medical device manufacturers are
subject to extensive regulation by a number of governmental agencies, including
the U.S. Food and Drug Administration and comparable international agencies. We
and such third-party manufacturers are or will be required to
- undergo rigorous inspections by domestic and international agencies;
- obtain the prior approval of these agencies before we can market and
sell our products; and
- satisfy content requirements for all of our sales and promotional materials.
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Compliance with the regulations of these agencies may delay or prevent us from
introducing new or improved products. We may be subject to sanctions, including
the temporary or permanent suspension of operations, product recalls and
marketing restrictions, if we fail to comply with the laws and regulations
pertaining to our business. Our third-party medical device manufacturers may
also be subject to the same sanctions and, as a result, may be unable to supply
our products.
WE NEED TO ESTABLISH INTERNATIONAL MARKETS FOR OUR PRODUCTS AND OUR PROSPECTS
OF DOING SO SUCCESSFULLY ARE UNCERTAIN
Our current business strategy depends on our ability to establish international
markets for our products. We will need to devote significant management
attention and financial resources to obtain any necessary foreign governmental
approvals. International sales are subject to inherent risks, including
- the costs of localizing products for foreign markets;
- longer accounts receivable collection periods and greater difficulty in
accounts receivable collection, as compared to those experienced in the
United States;
- reduced protection for intellectual property rights in some countries;
- fluctuations in the value of the U.S. dollar relative to other currencies;
and
- delays or failures in obtaining necessary regulatory approvals.
WE MAY FACE PRODUCT LIABILITY AND WARRANTY CLAIMS WHICH COULD RESULT IN
SIGNIFICANT COSTS
The sale and support of our products entail the risk of product liability or
warranty claims, such as those based on claims that the failure of one of our
products resulted in a misdiagnosis. The medical instrument industry in general
has been subject to significant medical malpractice litigation. We may incur
significant liability in the event of such litigation. Although we maintain
product liability insurance, we cannot be sure that this coverage is adequate or
that it will continue to be available on acceptable terms, if at all.
We also may face warranty exposure, which could adversely affect our operating
results. Our products carry a one-year warranty against defects in materials and
workmanship. We will be responsible for all claims, actions, damages, liens,
liabilities, costs and expenses under our manufacturing contract with ATL
for all product recalls, returns and defects attributable to manufacturing.
We established accruals associated with product warranties. However, any
unforeseen warranty exposure could adversely affect our operating results.
WE MAY REQUIRE ADDITIONAL FUNDING TO SATISFY OUR FUTURE CAPITAL EXPENDITURE
NEEDS AND OUR PROSPECTS OF OBTAINING SUCH FUNDING ARE UNCERTAIN
Our future revenues may not be sufficient to support the expenses of our
operations and the expansion of our business. We may therefore need additional
equity or debt capital to finance our operations as we develop our products and
expand our sales internationally. To date, our capital requirements have been
met primarily by the sale of equity, contributions by ATL in connection with our
spinoff and grant revenue from the U.S. Office of Naval Research under a U.S.
Government Defense Advanced Research Projects Agency grant. ATL has met all of
its funding obligations and we expect any future grant revenue to be immaterial.
As such, if we need additional financing, we would need to explore other sources
of financing, including public equity or debt offerings, private placements of
equity or debt and collaborative or other arrangements with corporate partners.
Financing may not be available when needed or may not be available on acceptable
terms. If we are unable to obtain financing, we may be required to delay, reduce
or eliminate some or all of our research and development and/or sales and
marketing efforts.
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ACCOUNTING RULES AND REGULATIONS MAY CHANGE
Generally Accepted Accounting Principles are continuously being evaluated as
business transactions become more complex. Future guidance surrounding
accounting treatment of what today is considered proper and acceptable may
change and may cause us to reevaluate certain accounting methods utilized and
estimates made. We cannot foresee areas where change may occur. These changes
could have a negative impact on our financial results, which could negatively
impact the value of our common stock.
OUR STOCK PRICE HAS BEEN AND IS LIKELY TO CONTINUE TO BE VOLATILE
The market price for our common stock and for securities of medical technology
companies generally has been volatile in the past and is likely to continue to
be volatile in the future. If you decide to purchase our shares, you may not
be able to resell them at or above the price you paid due to a number of
factors, including
- actual or anticipated variations in quarterly operating results;
- the loss of significant orders;
- changes in earnings estimates by analysts;
- announcements of technological innovations or new products by our
competitors;
- changes in the structure of the healthcare financing and payment systems;
- general conditions in the medical industry; and
- significant sales of our common stock by one or more of our principal
shareholders.
OUR RESTATED ARTICLES OF INCORPORATION, OUR BYLAWS, WASHINGTON LAW AND SOME OF
OUR AGREEMENTS CONTAIN PROVISIONS THAT COULD DISCOURAGE A TAKEOVER THAT MAY BE
BENEFICIAL TO SHAREHOLDERS
There are provisions in our restated articles of incorporation, our bylaws and
Washington law that make it more difficult for a third party to obtain control
of SonoSite, even if doing so would be beneficial to our shareholders.
Additionally, the acquisition of SonoSite may be made more difficult or
expensive by the following:
- a provision in our license agreement with ATL requiring a significant cash
payment to ATL upon a change in control of SonoSite;
- a shareholder rights agreement; and
- acceleration provisions in benefit plans and change-in-control agreements
with all of our employees.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk relating to changes in interest rates, which could
adversely affect the value of our investments in marketable securities or
increase interest expense on outstanding obligations.
As of June 30, 2000, our portfolio consisted of $34.1 million of interest
bearing securities with maturities of less than two years. Our intent is to hold
these securities until maturity, but have classified them as available-for-sale
in the event of liquidation or unanticipated cash needs. The interest bearing
securities are subject to interest rate risk and will fall in value if market
interest rates increase. We believe that the impact on the fair market value of
our securities and related earnings for the remainder of 2000 from a
hypothetical 10% increase in market interest rates would not have a material
impact on either the investment portfolio or our obligations.
We distribute much of our product internationally through international
distributors. Although virtually all transactions currently are transacted using
United States dollars, economic and political risk exist within these
international markets which we cannot control. In addition, we have an affiliate
that maintains certain accounts in a
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foreign currency. If the United States dollar were to uniformly increase in
strength by 10% in 2000 relative to the currency of our affiliate, we believe
the impact on our financial results would not be significant.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 3, 2000, we held our annual meeting. As of the record date, March 15,
2000, there were 9,318,826 shares of common stock entitled to vote and 6,400,007
(69%) represented at the meeting. Election of the Board of Directors was
submitted for vote and the following Directors were elected as a result,
Kirby L. Cramer (Chairman), Edward V. Fritzky, Steven R. Goldstein, M.D.,
Ernest Mario, Ph.D., William G. Parzybok, Jr., Jeffrey Pfeffer, Ph.D., Dennis A.
Sarti, M.D. and Jacques Souquet, Ph.D.
PART II: OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
Exhibit 27 Financial Data Schedule
b) Reports on Form 8-K
We filed a Current Report on Form 8-K on June 7, 2000 to report our
announcement that our chief financial officer was leaving the Company.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SonoSite, Inc.
(Registrant)
Dated: August 10, 2000 By: /S/ MICHAEL J. SCHUH
MICHAEL J. SCHUH
VICE PRESIDENT, FINANCE AND
CHIEF FINANCIAL OFFICER
(AUTHORIZED OFFICER AND PRINCIPAL
FINANCIAL OFFICER)
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