ITEM
2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
FORWARD-LOOKING STATEMENTS
This
document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact are forward-looking statements for purposes of
federal and state securities laws, including, but not limited to, any
projections of earnings, revenue or other financial items; any statements of
the plans, strategies and objectives of management for future operations; any
statements concerning proposed new services or developments; any statements
regarding future economic conditions or performance; any statements of belief;
and any statements of assumptions underlying any of the foregoing.
Forward-looking
statements may include the words may, could, will, estimate, intend,
continue, believe, expect or anticipate or other similar words. These
forward-looking statements present the Companys estimates and assumptions only
as of the date of this report. The Company does not intend, and undertakes no
obligation, to update any forward-looking statements.
Although
the Company believes that the expectations reflected in any of the
forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed or any of the Companys
forward-looking statements. The Companys future financial condition and
results of operations, as well as any forward-looking statements, are subject
to change and inherent risks and uncertainties.
For
a detailed description of factors that could cause actual results to differ
materially from those expressed in any forward-looking statement, please see
Risk Factors in Item 1A-Risk Factors, of the Companys Annual Report on Form
10-K for the fiscal year ended January 31, 2009.
Results
of Operations
The
following discussion of the financial condition and results of operation of the
Company should be read in conjunction with the Financial Statements and the
related Notes included elsewhere in this report.
Three Months Ended July 31, 2009 Compared to Three Months
Ended July 31, 2008
Sales
for the three months ended July 31, 2009 were $4,124,100 as compared with
$3,326,900 for the three months ended July 31, 2008, an increase of $797,200 or
24%. This increase was primarily attributable to an increase in branded product
sales offset by a decrease in non branded sales. Branded product sales
increased by approximately $696,800 or 23% to $3,799,400 for the three months
ended July 31, 2009, as compared to $3,102,600 for the three months ended July
31, 2008. The Company had a 20% increase in branded product unit sales for the
three months ended July 31, 2009 as compared to the three months ended July 31,
2008. The majority of the Companys branded product sales were from
formulations of hydrolyzed collagen. Non branded sales increased by $100,400 or
45%, to approximately $324,700 for the three months ended July 31, 2009, as
compared to $224,300 for the three months ended July 31, 2008.
Cost
of sales for the three months ended July 31, 2009 was $1,953,300 or 47% of
sales, as compared with $1,562,900 for the three months ended July 31, 2008, or
47% of sales. Gross profit percentage was 53% for both periods primarily due to
the increased sales of higher margin branded products and the Companys
continuous efforts to control product costs.
Selling,
general and administrative expenses for the three months ended July 31, 2009,
decreased by $102,100 to $1,959,700 from $2,061,800 for the three months ended
July 31, 2008. This decrease was primarily attributable to a decrease in
selling and marketing personnel costs and a decrease in retail marketing
development expenses.
Research
and development expenses for the three months ended July 31, 2009 increased by
$30,700 to $30,700 from $0 for the three months ended July 31, 2008. The
increase is primarily due to the timing of certain clinical studies.
For
the three months ended July 31, 2009, the Company had operating income of
$180,400 as compared to operating loss of $297,800 for the three months ended
July 31, 2008. The increase in operating income is primarily due to higher
branded sales and a decrease in selling, general and administrative expenses,
as discussed previously.
17
Interest
income was $40,500 for the three months ended July 31, 2009, compared to $52,900
for the three months ended July 31, 2008. The decrease is due to reduced
interest rates.
The
Company recorded a tax expense of $95,900 for the three months ended July 31,
2009 compared to a tax benefit of $61,200 for the three months ended July 31,
2008. For tax purposes, the Companys income is calculated prior to certain
GAAP charges for stock-based compensation, which are not tax deductible.
The
Companys net income for the three months ended July 31, 2009 was $125,000, or
$0.01 per share, compared to a net loss for the three months ended July 31,
2008 of $183,700 or $(0.01) per share. The increase in income is due to the
reasons described above.
Six Months Ended July 31, 2009
Compared to Six Months Ended July 31, 2008
Sales
for the six months ended July 31, 2009 were $7,551,800 as compared with
$6,636,500 for the six months ended July 31, 2008, an increase of $915,300 or
14%. This increase was primarily attributable to an increase in branded product
sales of approximately 15% to $6,911,800 from $5,995,100. The Company had a 15%
increase in branded product unit sales for the six months ended July 31, 2009
as compared to the six months ended July 31, 2008. The majority of the
Companys branded product sales were from formulations of hydrolyzed collagen.
Non branded sales decreased by $1,500 to approximately $640,000 for the six
months ended July 31, 2009 from $641,500 for the six months ended July 31,
2008.
Cost
of sales for the six months ended July 31, 2009 was $3,562,800 or 47% of sales,
as compared with $3,103,100 for the six months ended July 31, 2008, or 47% of
sales. Gross profit percentage was 53% for both periods primarily due to the
increased sales of higher margin branded products and the Companys continuous
efforts to control product costs.
Selling,
general and administrative expenses for the six months ended July 31, 2009,
decreased by $180,800 to $3,818,400, from $3,999,200 for the six months ended
July 31, 2008. This decrease was primarily attributable to a decrease in stock
based compensation expense, a decrease in tradeshow costs, offset by an
increase in general and administrative personnel costs.
Research
and development expenses for the six months ended July 31, 2009 increased by
$126,300 to $177,800 from $51,500 for the six months ended July 31, 2008. The
increase is primarily due to the timing of certain clinical studies.
For
the six months ended July 31, 2009, the Company had an operating loss of $7,200
as compared to an operating loss of $517,300 for the six months ended July 31,
2008. The decrease in operating income is due to the reasons described above.
Interest
income was $78,000 for the six months ended July 31, 2009, compared to $121,800
in the prior period. The decrease is due to reduced interest rates.
The
Company recorded a tax expense of $89,700 for the six months ended July 31,
2009 at an effective rate of 126.7%, compared to a tax benefit of $90,400 at am
effective rate of (22.8)%, for the six months ended July 31, 2008. For tax
purposes, the Companys income is calculated prior to certain GAAP charges for
stock-based compensation, which is not tax deductible. The Company had a net
deferred tax asset of $1,286,400 and $1,479,400 as of July 31, 2009 and 2008,
respectively, resulting from previous net operating losses, which will be
applied against income taxes due.
The
Companys net loss for the six months ended July 31, 2009 was $18,900 or
$(0.00) per share, compared to a net loss for the six months ended July 31,
2008 of $305,100 or $(0.02) per share. The increase in income is due to the
reasons described above.
Liquidity
and Capital Resources
At
July 31, 2009, the Company had cash, cash equivalents and short term investments
of $9,945,500 as compared to $9,654,300 at January 31, 2009. At July 31, 2009,
approximately 99% of accounts receivable were less than 30 days past due. Cash
provided by operations during the six months ended July 31, 2009 was $366,400
as compared to cash provided by operations of $503,700 for the six months ended
July 31, 2008. The decrease in cash provided by operations is primarily due to
a federal tax refund received in the six months ended July 31, 2008 of
approximately $200,000, higher bonus payments paid in the six months ended July
31, 2009 related to prior year bonus accruals of approximately $144,000, offset
by higher income provided by operations.
The
Companys future capital requirements will depend on many factors including:
costs of its sales and marketing activities and its education programs for its
markets, competing product and market developments, the potential expansion
into retail markets, the costs of developing or acquiring new products, the
costs of expanding its operations, and its ability to continue to generate
positive cash flow from its sales.
If
the Company raises additional funds through the issuance of common stock or
convertible preferred stock, the percentage ownership of its then-current
stockholders will be reduced and such equity securities may have rights,
preferences or privileges senior to those of the holders of its common stock.
If the Company raises additional funds through the issuance of additional debt
securities, these new securities could have certain rights, preferences and
privileges senior to those of the holders of its common stock, and the terms of
these debt securities could impose restrictions on the Companys operations.
18
Off-Balance
Sheet Arrangements
As
of July 31, 2009, the Company did not have any off-balance sheet financing
arrangements or any equity interests in any variable entity or other minority
owned ventures.
ITEM
3. Quantitative and Qualitative Disclosures about Market Risk
Cash
and cash equivalents at July 31, 2009 totaled $9.9 million. These amounts are
primarily invested in money market accounts. The Companys operations are not
subject to risks of material foreign currency fluctuations, nor does it use
derivative financial instruments in its investment practices. The Company
places its marketable investments in instruments that meet high credit quality
standards. The Company does not expect material losses with respect to its
investment portfolio or exposure to market risks associated with interest
rates. The impact on the Companys results of one percentage point change in
short-term interest rates would not have a material impact on the Companys
future earnings, fair value, or cash flows related to investments in cash
equivalents or interest-earning marketable securities. The fair value of our
investment portfolio or related income would not be significantly impacted by
changes in interest rates due mainly to the short-term nature of our investment
portfolio.
ITEM
4T. Controls and Procedures
Disclosure Controls and Procedures
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed by Medical Nutrition USA, Inc.
in the reports it files or submits under the Securities Exchange Act of 1934,
as amended, (the Exchange Act) is recorded, processed, summarized, and
reported within the time periods specified by the Commissions rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to provide reasonable assurance that information required
to be disclosed by Medical Nutrition USA, Inc. in the reports it files or
submits under the Exchange Act is accumulated and communicated to management,
including the Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure.
Under
the supervision and with the participation of management, including the Chief
Executive Officer and Chief Financial Officer, Medical Nutrition USA, Inc. has
evaluated the effectiveness of its disclosure controls and procedures (as such
term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of
July 31, 2009, and, based upon this evaluation, the Chief Executive Officer and
Chief Financial Officer have concluded that these controls and procedures are
effective in providing reasonable assurance of compliance.
Changes in Internal Control over Financial Reporting
Under
the supervision and with the participation of management, including the Chief
Executive Officer and Chief Financial Officer, Medical Nutrition USA, Inc. has
evaluated changes in internal control over financial reporting (as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred
during the fiscal quarter ended July 31, 2009 and have concluded that no change
has materially affected, or is reasonably likely to materially affect, internal
control over financial reporting.
19
PART
II. OTHER INFORMATION
ITEM
5. Other Information
The effect of general
economic conditions and the current financial crisis
Recent distress in the
financial markets has resulted in declines in institutional spending, which can
affect demand for the Companys products. Healthcare institutions are
exhibiting more stringent cost concerns and implementing aggressive cost
reductions. If the national economy or credit markets in general were to
deteriorate further, it is possible that such changes could put negative
pressure on our customers, affecting our cash flows. There can be no assurance
that our liquidity will not be affected by changes in the financial markets and
the global economy.
While we do not anticipate
that we will need additional financing or equity during the next fiscal year,
tightening of the credit markets could make it more difficult for us to enter
into agreements for new indebtedness or obtain funding through the issuance of
our securities. The effects of these changes could also require us to make
additional changes to our current plans and strategy.
In addition, the current
credit crisis is having a significant negative impact on businesses around the
world, and the impact of this crisis on our major raw material suppliers cannot
be predicted. The inability of key suppliers to access liquidity, or the
insolvency of key suppliers, could lead to their failure to deliver products or
services. If we are unable to procure products and services when needed, or if
we experience deterioration in demand for our products over an extended period
of time, our sales and cash flows could be negatively impacted in future
periods.
ITEM
6. Exhibits
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31.1
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Certification of Chief
Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
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31.2
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Certification of Chief
Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
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32.1
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Certification of Periodic
Financial Reports by the Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002
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20
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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MEDICAL NUTRITION USA, INC.
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Dated: September 11, 2009
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By:
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/s/ Frank J. Kimmerling
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Frank J. Kimmerling
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Chief Financial Officer
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21
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