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 March 31, 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 -0-16061
--------
CRITICARE SYSTEMS, INC.
---------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 39-1501563
----------------- -------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
20925 Crossroads Circle, Waukesha, Wisconsin 53186
- -------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (262) 798-8282
---------------
N/A
- -------------------------------------------------------------------------
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
---- -----
Number of shares outstanding of each class of the registrant's classes of common
stock as of March 31, 2000: Class A Common Stock 8,969,251 shares.
<PAGE>
CRITICARE SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 AND JUNE 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, June 30,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents, less allowance for doubtful accounts of
$382,257 and $375,000, respectively . . . . . . . . . . . . . . . $ 732,984 $ 2,511,078
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . 6,553,737 6,358,487
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . 124,437 83,106
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,143,623 8,510,975
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 235,002 192,290
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . 16,789,783 17,655,936
------------ ------------
PROPERTY, PLANT AND EQUIPMENT - NET . . . . . . . . . . . . . . . . 6,109,754 6,274,060
------------ ------------
LICENSE RIGHTS AND PATENTS - NET. . . . . . . . . . . . . . . . . . 98,491 111,991
------------ ------------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $22,998,028 $24,041,987
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,809,111 $ 3,078,020
Accrued liabilities:
Compensation and commissions. . . . . . . . . . . . . . . . . . . 1,280,712 1,446,614
Product warranties. . . . . . . . . . . . . . . . . . . . . . . . 325,000 325,000
Lawsuit settlement. . . . . . . . . . . . . . . . . . . . . . . . - 1,600,000
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . - 380,000
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 351,810 412,395
Current maturities of long-term debt. . . . . . . . . . . . . . . . 78,910 73,893
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . 4,845,543 7,315,922
------------ ------------
LONG-TERM DEBT, less current maturities . . . . . . . . . . . . . . 3,304,103 3,364,356
------------ ------------
OTHER LONG-TERM OBLIGATIONS . . . . . . . . . . . . . . . . . . . . 408,471 650,000
------------ ------------
STOCKHOLDERS' EQUITY
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . - -
Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . 358,770 348,246
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . 18,465,693 17,960,363
Common stock held in treasury 86,175 and 103,840 shares - at cost . (160,524) (193,430)
Retained earnings (accumulated deficit) . . . . . . . . . . . . . . (4,224,028) (5,403,470)
------------ ------------
Total stockholders' equity. . . . . . . . . . . . . . . . . . . . . 14,439,911 12,711,709
------------ ------------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $22,998,028 $24,041,987
------------ ------------
See condensed notes to consolidated financial statements.
</TABLE>
Page 2 of 12
<PAGE>
CRITICARE SYSTEMS, INC.
CONSOLIDATED INCOME STATEMENTS
NINE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
NET SALES. . . . . . . . . . . . . . . . . . . . . . . . . $19,634,951 $21,290,165
COST OF GOODS SOLD . . . . . . . . . . . . . . . . . . . . 11,269,345 11,090,076
------------ ------------
GROSS PROFIT . . . . . . . . . . . . . . . . . . . . . . . 8,365,606 10,200,089
------------ ------------
OPERATING EXPENSES:
Marketing. . . . . . . . . . . . . . . . . . . . . . . . . 5,472,763 6,823,052
Research, development and engineering. . . . . . . . . . . 2,278,059 2,223,853
Administrative . . . . . . . . . . . . . . . . . . . . . . 1,815,938 2,005,365
Restructuring expenses - severance pay . . . . . . . . . . - 728,000
------------ ------------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . 9,566,760 11,780,270
------------ ------------
INCOME (LOSS) FROM OPERATIONS. . . . . . . . . . . . . . . (1,201,154) (1,580,181)
------------ ------------
OTHER INCOME (EXPENSE):
Interest expense . . . . . . . . . . . . . . . . . . . . . (195,408) (367,078)
Interest income. . . . . . . . . . . . . . . . . . . . . . 77,759 48,664
Equity in loss of investments. . . . . . . . . . . . . . . - (150,000)
Gain on sale of Immtech International, Inc. stock. . . . . 2,500,000 -
------------ ------------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . 2,382,351 (468,414)
------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES. . . . . . . . . . . . . 1,181,197 (2,048,595)
INCOME TAX PROVISION . . . . . . . . . . . . . . . . . . . - -
------------ ------------
NET INCOME (LOSS). . . . . . . . . . . . . . . . . . . . . 1,181,197 (2,048,595)
------------ ------------
NET INCOME (LOSS) PER COMMON SHARE:
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.14 $ (0.24)
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.13 $ (0.24)
------------ ------------
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING:
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . 8,630,390 8,701,151
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . 8,861,107 8,701,151
------------ ------------
See condensed notes to consolidated financial statements.
</TABLE>
Page 3 of 12
<PAGE>
CRITICARE SYSTEMS, INC.
CONSOLIDATED INCOME STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
------------ -----------
<S> <C> <C>
NET SALES. . . . . . . . . . . . . . . . . . . . . . . . . $ 6,130,915 $7,275,682
COST OF GOODS SOLD . . . . . . . . . . . . . . . . . . . . 3,896,086 3,897,129
------------ -----------
GROSS PROFIT . . . . . . . . . . . . . . . . . . . . . . . 2,234,829 3,378,553
------------ -----------
OPERATING EXPENSES:
Marketing. . . . . . . . . . . . . . . . . . . . . . . . . 1,929,333 2,343,321
Research, development and engineering. . . . . . . . . . . 713,397 735,593
Administrative . . . . . . . . . . . . . . . . . . . . . . 735,267 785,225
------------ -----------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . 3,377,997 3,864,139
------------ -----------
(LOSS) FROM OPERATIONS . . . . . . . . . . . . . . . . . . (1,143,168) (485,586)
------------ -----------
OTHER INCOME (EXPENSE):
Interest expense . . . . . . . . . . . . . . . . . . . . . (64,895) (207,362)
Interest income. . . . . . . . . . . . . . . . . . . . . . 10,345 12,217
------------ -----------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . (54,550) (195,145)
------------ -----------
INCOME (LOSS) BEFORE INCOME TAXES. . . . . . . . . . . . . (1,197,718) (680,731)
------------ -----------
INCOME TAX PROVISION . . . . . . . . . . . . . . . . . . . - -
------------ -----------
NET INCOME (LOSS). . . . . . . . . . . . . . . . . . . . . $(1,197,718) $ (680,731)
------------ -----------
EARNINGS (LOSS) PER COMMON SHARE:
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.14) $ (0.08)
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.14) $ (0.08)
------------ -----------
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING:
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . 8,684,029 8,701,151
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . 8,684,029 8,701,151
------------ -----------
See condensed notes to consolidated financial statements.
</TABLE>
Page 4 of 12
<PAGE>
CRITICARE SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss). . . . . . . . . . . . . . . . . . . . . $ 1,181,197 $(2,048,595)
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Depreciation . . . . . . . . . . . . . . . . . . . . . 724,982 527,104
Amortization . . . . . . . . . . . . . . . . . . . . . 13,500 13,500
Equity in loss of investments. . . . . . . . . . . . . - 150,000
Gain on sale of Immtech International, Inc. stock. . . (2,500,000) -
Litigation settled with common stock . . . . . . . . . 69,375 -
Changes in assets and liabilities:
Accounts receivable. . . . . . . . . . . . . . . . . (195,250) (88,241)
Other receivables. . . . . . . . . . . . . . . . . . (41,331) 174,650
Inventories. . . . . . . . . . . . . . . . . . . . . (774,636) 510,515
Prepaid expenses . . . . . . . . . . . . . . . . . . (42,712) 94,204
Accounts payable . . . . . . . . . . . . . . . . . . (268,909) 853,480
Accrued liabilities. . . . . . . . . . . . . . . . . (2,448,015) 780,844
------------ ------------
Net cash (used in) provided by operating activities. . . . (4,281,799) (53,569)
------------ ------------
INVESTING ACTIVITIES:
Purchases of property, plant and equipment . . . . . . . . (418,688) (448,990)
Advances to Immtech International, Inc.. . . . . . . . . . - (150,000)
Proceeds from sale of Immtech International, Inc. stock. . 2,500,000 -
------------ ------------
Net cash provided by (used in) investing activities. . . . 2,081,312 (598,990)
------------ ------------
FINANCING ACTIVITIES:
Principal payments on long-term debt . . . . . . . . . . . (55,236) (81,025)
Repurchase of Company stock. . . . . . . . . . . . . . . . - (193,684)
Net proceeds from mortgage refinancing . . . . . . . . . . - 256,413
Proceeds from issuance of common stock . . . . . . . . . . 477,629 -
------------ ------------
Net cash used in financing activities. . . . . . . . . . . 422,393 (18,296)
------------ ------------
NET (DECREASE) IN CASH AND
CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . (1,778,094) (670,855)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD . . . . . . 2,511,078 2,729,998
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD . . . . . . . . . $ 732,984 $ 2,059,143
------------ ------------
See condensed notes to consolidated financial statements.
</TABLE>
Page 5 of 12
<PAGE>
CRITICARE SYSTEMS, INC.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared by Criticare
Systems, Inc. (the "Company") pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC") and, in the opinion of the Company,
include all adjustments necessary for a fair statement of results for each
period shown. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such SEC rules and
regulations. The Company believes that the disclosures made are adequate to
prevent the financial information given from being misleading. It is suggested
that these financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's latest annual report and
previously filed Form 10-K.
2. INVENTORY VALUATION
Inventory is stated at the lower of cost or market, with cost determined on the
first-in, first-out method. Components of inventory consisted of the following
at March 31, 2000 and June 30, 1999, respectively:
<TABLE>
<CAPTION>
March 31, June 30,
2000 1999
---------- ----------
<S> <C> <C>
Component parts . $4,261,649 $3,790,728
Work in process . 1,548,229 1,261,709
Finished units. . 3,333,745 3,458,538
---------- ----------
Total inventories $9,143,623 $8,510,975
---------- ----------
</TABLE>
Page 6 of 12
<PAGE>
CRITICARE SYSTEMS, INC.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
3. INVESTMENTS
During August, September and October 1999, the Company sold 500,000 shares of
Immtech International, Inc. ("Immtech") stock for $2,500,000 in a private
placement. The funds were used primarily to settle a long-standing lawsuit,
which was settled in July 1999. The Company holds approximately 460,000 shares
of Immtech stock, which had a market value of approximately $13,000,000 at March
31, 2000. These shares are subject to certain lock-up provisions, which do not
allow the Company to sell any of these sales in the open market until April
2000. The market value of these shares could change substantially due to
overall market risk.
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
<TABLE>
<CAPTION>
March 31, June 30,
2000 1999
----------- -----------
<S> <C> <C>
Land and building. . . . . . . . . . $ 4,525,000 $ 4,525,000
Machinery and equipment. . . . . . . 2,123,050 2,051,442
Furniture and fixtures . . . . . . . 832,214 819,579
Demonstration and loaner monitors. . 1,558,881 1,416,893
Production tooling . . . . . . . . . 2,492,823 2,158,378
----------- -----------
Property, plant and equipment - cost 11,531,968 10,971,292
Less accumulated depreciation. . . . 5,422,214 4,697,232
----------- -----------
Property, plant and equipment - net. $ 6,109,754 $ 6,274,060
----------- -----------
</TABLE>
5. CONTINGENCIES
The Company is involved in lawsuits that have arisen from the normal conduct of
business. These proceedings are handled by outside counsel. In the opinion of
management, the ultimate resolution of these matters will not have a material
effect on the consolidated financial statements.
Page 7 of 12
<PAGE>
CRITICARE SYSTEMS, INC.
Management's Discussion and Analysis of
Results of Operations and Financial Condition
Nine Months Ended March 31, 2000 and 1999
RESULTS OF OPERATIONS
- -----------------------
Net sales for the nine months ended March 31, 2000 decreased 8% to $19.6 million
from $21.3 million for the same period in fiscal 1999. This decrease in revenue
is due to a reduction in OEM sales to a major customer, partially offset by an
increase in systems and accessory sales. The Company expects sales to the major
OEM customer discussed above to improve in the fourth quarter and on into the
next fiscal year. See "Forward-Looking Statements" below.
The gross profit percentage for the nine months ended March 31, 2000 was 42.6%.
This represents a decrease from the gross profit of 47.7% recorded in the same
period of fiscal 1999. This decrease is due primarily to continued price
competition. The Company expects to see improvement in its gross profit
percentage upon the release of the new products currently in development. These
products are expected to be released in the fourth quarter of fiscal 2000. See
"Forward-Looking Statements" below.
Total operating expenses decreased approximately $2.2 million. Marketing
expenses decreased approximately $1.4 million when compared to the same period
in fiscal 1999 due primarily to a decrease in commissions associated with the
decreased sales, and decreased payroll and related travel expenses due to a
reduction in direct sales people as more dealers were added. Also, expenses
were reduced as a result of closing the sales office in Germany. Research,
development and engineering expense increased approximately $54,000 related to
additional outside contract and project expense which are all associated with
the new products under development. Administrative expenses decreased
approximately $189,000 in the nine months ended March 31, 2000 when compared to
the same period in fiscal 1999. This decrease is due primarily to lower
litigation expense related to the settlement of a long-standing lawsuit. The
decreased litigation costs were partially offset by reaudit costs incurred as a
result of the resignation of the Company's former auditors. The Company also
recorded a restructuring charge of $728,000 during the nine months ended March
31, 1999. This restructuring charge relates to severance pay and other benefits
payable to the two co-founders of the Company. Both of these individuals
resigned from their positions with the Company in November 1998. The severance
accrual includes a portion of their respective salary and fringe benefits for a
period, which approximates three years.
The loss from operations decreased approximately $379,000 for the nine months
ended March 31, 2000 when compared to the same period in fiscal 1999 due to the
restructuring charge for severance pay and other benefits recorded in fiscal
1999, and the decrease in operating expenses which are a result of the Company's
restructuring plan implemented in July 1999. The lower operating expense in
fiscal 2000 has been partially offset by the decreased sales volume and lower
margins.
Net non-operating income was approximately $2,400,000 for the nine months ended
March 31, 2000. Net non-operating expense was approximately $468,000 for the
same period in fiscal 1999. The significant change is due to the private
placement sale of 500,000 Immtech shares for $2,500,000 in fiscal 2000.
Page 8 of 12
<PAGE>
CRITICARE SYSTEMS, INC.
Management's Discussion and Analysis of
Results of Operations and Financial Condition
Three Months Ended March 31, 2000 and 1999
RESULTS OF OPERATIONS
- -----------------------
Net sales for the three months ended March 31, 2000 decreased 16% to $6.1
million from $7.3 million for the same period in fiscal 1999. The decrease in
revenue is due to a reduction in OEM sales to a major customer, and lower
international sales resulting from a delay in the introduction of the Company's
new products. This delay is the result of problems experienced in obtaining
components from suppliers. The Company expects to begin shipping new product in
the fourth quarter of fiscal 2000, and sales to the major OEM customer are
expected to improve in this time frame, as well. See "Forward-Looking
Statements."
The gross profit percentage of 36.5% for the three months ended March 31, 2000
represents a decrease from the 46.4% gross profit percentage reported in the
same period of the previous fiscal year. The decrease in margins is due to
continued price competition. The Company expects to see improved margins upon
the release of the new products currently being developed and scheduled for
release in the fourth quarter of fiscal 2000. See "Forward-Looking Statements."
Total operating expenses decreased approximately $486,000. Marketing expenses
decreased approximately $414,000 when compared to the same period in fiscal 1999
due primarily to a reduction in service labor and materials. Research,
development and engineering expense decreased approximately $22,000 as the
majority of the development for the new products is complete. Administrative
expenses decreased approximately $50,000 in the three months ended March 31,
2000 when compared to the same period in fiscal 1999. The decrease is
attributed to a general reduction of controllable costs, especially in the areas
of travel and recruiting fees. Significant legal expenses were incurred in the
current year related to the settlement of a lawsuit with a former vendor. In
the prior year, significant legal expenses also were incurred on a long-standing
lawsuit being litigated at the time, which has since been settled.
The loss from operations increased approximately $658,000 for the three months
ended March 31, 2000 when compared to the same period in fiscal 1999 due to the
decrease in revenue and gross profit, which outweighed the reduction in
operating expense.
Net non-operating expenses were approximately $55,000 and $195,000 for the three
months ended March 31, 2000 and 1999, respectively. The decrease from 1999 is
due to the incurrance of prepayment penalties in the prior year associated with
refinancing the building mortgage.
Page 9 of 12
<PAGE>
CRITICARE SYSTEMS, INC.
Management's Discussion and Analysis of
Results of Operations and Financial Condition
LIQUIDITY
- ---------
As of March 31, 2000, the Company had a cash balance of approximately $700,000
and no short-term borrowings. In the preceding nine months, approximately $4.3
million was used to fund operations, of which a significant portion was
attributed to the settlement of a long-standing lawsuit. Proceeds for this
settlement were obtained from the sale of 500,000 shares of Immtech stock for
$2.5 million in a private placement sale. The Company believes its marketing and
research and development activities and other capital and liquidity requirements
will be satisfied by cash generated from operations and periodic utilization of
a $4,000,000 line of credit currently in place, if necessary.
The Company currently holds an investment in Immtech. Immtech's common stock is
currently traded on the Nasdaq National Market. As part of Immtech's initial
public offering, the Company signed a lock-up agreement. All terms of the
lock-up have been met.
FORWARD-LOOKING STATEMENTS
- ---------------------------
This report contains certain forward-looking statements. Such statements refer
to the Company's opinion, belief or expectation. Forward-looking statements are
subject to certain risk and uncertainties that could cause actual future results
and developments to differ materially from those currently projected. Such
risks and uncertainties include, but are not limited to, the uncertainties
inherent in litigation, the timing of new product introductions, the ability of
the Company to realize expected improvements in gross margin from new product
introductions, competition in the Company's markets, the Company's ability to
achieve the expected improvement in sales from a major OEM customer, delays in
customer delivery requirements and general economic conditions in the Company's
market segments.
Page 10 of 12
<PAGE>
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.
-----------------------------------------------
(c) Effective March 3, 2000, the Company issued 30,000 shares of Common
Stock to one investor in settlement of pending litigation. These shares were
issued in a private placement exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Act"), pursuant to Section 4(2) of the
Act.
Item 4. Submission of Matters to a Vote of Security Holders.
-----------------------------------------------------------
The 1999 annual meeting of stockholders of the Company was held on January
21, 2000. The matters voted upon, including the number of votes cast for,
against or withheld, as well as the number of abstentions and broker non-votes,
as to each such matter were as follows:
Proposal 1: Election of directors for a term ending at the 2002 annual meeting
of stockholders.
<TABLE>
<CAPTION>
For Withheld
--------- --------
<S> <C> <C>
Gerhard J. Von der Ruhr 7,400,907 683,273
N.C. Joseph Lai, Ph.D . 7,175,597 908,583
</TABLE>
The Company's other directors consist of Karsten Houm and Emil H. Soika
(whose terms end at the 2000 annual meeting of stockholders) and Milton
Datsopoulos (whose term ends at the 2001 annual meeting of stockholders).
Proposal 2: Approval of the Criticare Systems, Inc. Employee Stock Purchase
Plan.
<TABLE>
<CAPTION>
For Against Abstain Broker Non-Votes
- --------- ------- ------- ----------------
<S> <C> <C> <C>
3,046,242 285,665 106,265 4,646,008
</TABLE>
Proposal 3: Ratification of appointment of BDO Seidman, LLP as auditors of the
Company.
<TABLE>
<CAPTION>
For Against Abstain Broker Non-Votes
- --------- ------- ------- ----------------
<S> <C> <C> <C>
8,031,015 41,950 11,215 0
</TABLE>
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------------
(a) Exhibits:
<TABLE>
<CAPTION>
<C> <S>
3.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to the Registration Statement filed on Form S-1, Registration
No. 33-13050).
3.2 By-Laws of the Company (incorporated by reference to the Registration
Statement filed on Form S-1, Registration No. 33-13050).
4.1 Specimen Common Stock certificate (incorporated by reference to the
Registration Statement filed on Form S-1, Registration No. 33-13050).
27 Financial Data Schedule.
</TABLE>
(b) Reports on Form 8-K. The Company did not file any reports on Form 8-K
during the quarter ended March 31, 2000.
Page 11 of 12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CRITICARE SYSTEMS, INC.
(Registrant)
Date 05/12/00 BY /s/ Mark S. Ruehle
- ------------------- -----------------------
Mark S. Ruehle
Vice President - Finance
(Chief Accounting Officer and
Duly Authorized Officer)
Page 12 of 12
<TABLE> <S> <C>
<ARTICLE> 5
<CURRENCY> U.S. DOLLARS
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> JUN-30-2000 JUN-30-2000
<PERIOD-START> JAN-01-2000 JUL-01-1999
<PERIOD-END> MAR-31-2000 MAR-31-2000
<EXCHANGE-RATE> 1 1
<CASH> 732,984 732,984
<SECURITIES> 0 0
<RECEIVABLES> 6,935,994 6,935,994
<ALLOWANCES> 382,257 382,257
<INVENTORY> 9,143,623 9,143,623
<CURRENT-ASSETS> 16,789,783 16,789,783
<PP&E> 11,531,968 11,531,968
<DEPRECIATION> 5,422,214 5,422,214
<TOTAL-ASSETS> 22,998,028 22,998,028
<CURRENT-LIABILITIES> 4,845,543 4,845,543
<BONDS> 0 0
0 0
0 0
<COMMON> 358,770 358,770
<OTHER-SE> 14,081,141 14,081,141
<TOTAL-LIABILITY-AND-EQUITY> 22,998,028 22,998,028
<SALES> 6,130,915 19,634,951
<TOTAL-REVENUES> 6,130,915 19,634,951
<CGS> 3,896,086 11,269,345
<TOTAL-COSTS> 7,274,083 20,836,105
<OTHER-EXPENSES> 54,550 (2,383,351)
<LOSS-PROVISION> 75,000 180,000
<INTEREST-EXPENSE> 64,732 195,408
<INCOME-PRETAX> (1,197,718) 1,181,197
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (1,197,718) 1,181,197
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,197,718) 1,181,197
<EPS-BASIC> (0.14) 0.13
<EPS-DILUTED> (0.14) 0.13
</TABLE>
