SAINT PAUL, Minn., Jan. 25, 2017 /PRNewswire/ -- MGC Diagnostics Corporation (NASDAQ: MGCD), a global medical technology company, today reported financial results for the fourth quarter and fiscal year ended October 31, 2016.

Fourth Quarter and Fiscal Year 2016 Overview:


    --  Fourth quarter 2016 revenue increased by 9% to $11.5 million, compared
        to $10.6 million in the prior year period. Total fiscal 2016 revenue
        increased 7% to $40.0 million, compared to $37.5 million in fiscal 2015.
    --  2016 fourth quarter consolidated, domestic equipment, supplies and
        accessories revenues increased 18% to $7.1 million, compared to $6.0
        million in the 2015 fourth quarter. Fiscal 2016 consolidated, domestic
        equipment, supplies and accessories revenues increased 18% to $23.7
        million, compared to $20.1 million in fiscal 2015.
    --  During the quarter, competitive account conversions totaled 27 accounts,
        or $1.7 million in revenue, compared to 29 accounts, or $1.6 million in
        revenue, for the same quarter last year. Fiscal 2016 competitive account
        conversions totaled 89 accounts, or $5.6 million, compared to 66
        accounts, or $3.1 million in revenue for fiscal 2015.
    --  The Attachment Rate for domestic sales, which reflects the percentage of
        Extended Service Contracts that were sold during customer equipment
        purchases, was 37.8% for the 2016 fourth quarter, compared to 21.3% in
        the prior year quarter. The Attachment Rate for fiscal 2016 was 31.2%
        compared to 31.5% for fiscal 2015.
    --  Current and long-term deferred revenue at the end of the fourth quarter
        increased 23% to $8.2 million, compared to $6.7 million at the end of
        last year's fourth quarter.
    --  Operating loss for the 2016 fourth quarter was $(3.4) million, compared
        to operating income of $883,000 in the prior year period. Fiscal 2016
        operating loss was $(2.6) million, compared to operating income of $1.6
        million for fiscal 2015.
    --  Operating loss reflects non-cash charges of $4.6 million for the 2016
        fourth quarter. Operating loss for fiscal 2016 also reflects a
        non-recurring charge of $650,000 that occurred during the second quarter
        ended April 30, 2016 to settle a legal dispute. These charges are
        discussed elsewhere in this release.
    --  Net loss was $(4.1) million, or $(0.94) per diluted share, for the 2016
        fourth quarter, compared to net income of $1.0 million, or $0.24 per
        diluted share, in the 2015 fourth quarter. Fiscal 2016 net loss was
        $(3.8) million, or $(0.88) per diluted share, compared to net income of
        $4.0 million, or $0.94 per diluted share in fiscal 2015.

Todd Austin, chief executive officer of MGC Diagnostics, said, "I am very pleased with the operating performance of the domestic side of our business for the fourth quarter and full fiscal year. Once again, our domestic sales team generated record setting, double-digit revenue growth from strong competitive conversions. Fourth quarter and fiscal 2016 domestic revenue from equipment sales grew 22.1% and 21.9%, compared to the same periods last year, resulting in record quarterly and fiscal year revenue. We also achieved key strategic initiatives during the year, including the retirement of our bank debt and the formation of our Scientific Advisory Committee."

"The non-cash charges we incurred during the quarter come from an internal review of the current and expected future financial results of our underperforming assets, which resulted in us recognizing impairment of goodwill and certain intangible assets from the Medisoft acquisition and establishing reserves for our SleepVirtual and Resmon PRO FOT inventory. We acquired these assets in connection with past strategic initiatives to diversify our product portfolio and expand our international footprint. We have determined that our expected future cash flows from these assets will not support their historical carrying values. Despite these charges, we continue to implement strategies to realize the remaining potential of these assets, and we also continue to show a strong balance sheet with cash of $7.3 million and a working capital position of $11.7 million."

Mr. Austin concluded, "As we reflect on fiscal 2016, it is clear that our domestic equipment business performed at a very high level. I want to thank our employees for achieving this result. As we preview fiscal 2017, we believe the domestic market will continue to be the driver of the business. The international side of our business was sluggish last year, but we see some momentum developing in the Europe, Middle East and Asia Pacific markets. We also see momentum developing in Medisoft's direct markets of France and Belgium. Our primary objective each and every year is to profitably grow our core cardio-pulmonary diagnostics business to enhance shareholder value. We believe that we are on the right path to achieve this objective and we look forward to reporting our results for the quarters ahead."

Additional Fourth Quarter and Fiscal 2016 Data:


    --  Service revenue was $1.82 million in the fiscal 2016 fourth quarter
        compared to $1.82 million in the prior year period. Fiscal 2016 service
        revenue increased 2% to $7.0 million, compared to $6.8 million in fiscal
        2015.
    --  Supplies revenue increased 8% to $1.8 million for the quarter from $1.7
        million in the prior year period. Fiscal 2016 supplies revenue increased
        7% to $6.8 million, compared to $6.4 million in fiscal 2015.
    --  Medical Graphics' revenue increased 8% to $10.0 million for the quarter,
        compared to $9.2 million in the fiscal 2015 fourth quarter. Fiscal 2016
        Medical Graphics revenue increased 7% to $34.4 million, compared to
        $32.0 million in fiscal 2015.
    --  Medisoft's revenue increased 14% to $1.55 million for the quarter from
        $1.37 million in the fiscal 2015 fourth quarter. Fiscal 2016 Medisoft
        revenue increased 4% to $5.7 million, compared to $5.4 million in fiscal
        2015.
    --  International equipment, supplies and accessories revenues decreased 6%
        to $2.6 million for the quarter, compared to $2.7 million for the fiscal
        2015 fourth quarter. Fiscal 2016 international equipment, supplies and
        accessories revenues decreased 11% to $9.4 million, compared to $10.6
        million in fiscal 2015.
    --  Medical Graphics' international revenue decreased 22% to $1.2 million
        for the quarter, compared to $1.6 million for last year's fourth
        quarter. Fiscal 2016 Medical Graphics' international revenue decreased
        23% to $4.4 million, compared to $5.7 million in fiscal 2015.
    --  Medisoft's international revenue increased 17% to $1.3 million for the
        quarter, compared to last year's fourth quarter of $1.1 million. Fiscal
        2016 international revenues increased slightly to $5.0 million, from
        $4.9 million for fiscal 2015.
    --  Gross margin of 44.7% in the fourth quarter includes gross margin of
        45.1% and 41.9% for Medical Graphics and Medisoft, compared to gross
        margin of 52.4% for last year's fourth quarter, which included gross
        margin of 53.8% and 42.6% for Medical Graphics and Medisoft,
        respectively. This decrease is primarily due to a $1.0 million increase
        in inventory reserves.
    --  Gross margin for equipment, supplies and accessories was 39.7% for the
        quarter (39.3% for Medical Graphics and 41.9% for Medisoft), compared to
        48.8% for the prior year's quarter (50% for Medical Graphics and 42.6%
        for Medisoft). This decrease is primarily due to a $1.0 million increase
        in inventory reserves. Gross margin for services was 71.2% for the
        quarter, compared to 69.3% for the same period last year.
    --  Sales backlog was $1.5 million ($1.2 million for Medical Graphics and
        $300,000 for Medisoft) at the end of the quarter, compared to $2.6
        million at the end of the fiscal 2015 fourth quarter.
    --  Operating expenses were $8.6 million in the fourth quarter, compared to
        $4.6 million in the prior year quarter. Fiscal 2016 operating expenses
        were $22.8 million, compared to $17.7 million in fiscal 2015. This
        increase is primarily due to a $3.3 million impairment charge for
        Medisoft goodwill, a $298,000 impairment charge for certain Medisoft
        intangible assets and a $650,000 charge related to a legal settlement
        with Neurovirtual USA, Inc.
    --  Fourth quarter 2016 general and administrative expenses totaled $1.2
        million, or 10.5% of revenue, compared to $1.4 million, or 13.4% of
        revenue in the comparable quarter last year.
    --  Sales and marketing expenses were $3.0 million, or 26.3% of revenue,
        compared to $2.5 million, or 23.4% of revenue in the 2015 fourth
        quarter. This increase is primarily due to higher Medical Graphics sales
        and marketing expenses of $461,000 due to higher revenues and higher
        Medisoft sales and marketing expenses of $88,000.
    --  Research and development expenses were $662,000, or 5.8% of revenue in
        the fiscal 2016 fourth quarter, compared to $693,000, or 6.6% of revenue
        in last year's fourth quarter.

Medisoft Resolution

Since the Company acquired Medisoft on August 1, 2014, the Company has invested significant time and resources to stabilize the business and position it for future growth. At this point, the Company believes that Medisoft is stable and it has good prospects for future growth. The goodwill and intangible asset impairment the Company recognized in the fourth quarter resulted from its annual review of Medisoft's future prospects for revenue, profitability and cash flow growth. The net present value of these future cash flows were used to determine the current fair value of Medisoft, which was below its book carrying value, and as a result, goodwill was fully impaired. This result is attributed to the lower profitability expectations in future years than what the Company previously felt was attainable.

The Company intends to maintain Medisoft as an operating subsidiary of MGC Diagnostics Corporation, and will continue to make improvements to several key functions, including manufacturing and distribution. The Company continues to believe that Medisoft solidifies the Company's international presence because Medisoft offers products, features and prices that allow the Company to be more competitive in cost conscious markets, which will enable the Company to further grow Medisoft's international business in the years to come.

Conference Call

The Company has scheduled a conference call for Wednesday, January 25, 2017 at 4:30 p.m. ET to discuss its financial results for the fourth quarter and fiscal year 2016, ended October 31, 2016.

Participants can dial (844) 861-5496 or (412) 317-6578 to access the conference call, or listen via a live Internet webcast on the Company's website at www.mgcdiagnostics.com. A replay of the conference call will be available by dialing (877) 344-7529 or (412) 317-0088, confirmation code 10098043, through February 1, 2017. A webcast replay of the conference call will be accessible on the Company's website at www.mgcdiagnostics.com for 90 days.

Discussion of Cash and Non-Cash Charges

Following is a discussion of the cash and non-cash charges the Company recorded for the three and twelve months ended October 31, 2016:

Cost of Revenues. For the three and twelve months ended October 31, 2016, cost of revenue includes a reserve we established to recognize the impairment of our SleepVirtual and Resmon PRO FOT (FOT) inventory. Both of these products were purchased by the Company from third-party manufacturers as a strategic initiative to diversify its product portfolio and to leverage its existing sales channels. On October 31, 2016, we had 65 units of SleepVirtual inventory and 194 units of FOT inventory with a carrying value of $532,500 and $1.2 million, respectively. The Company conducted a review of the sale prospects of each product for the next 12 to 24 months and determined that it was not likely it could sell all of this inventory during this time period. As a result of this review, the Company determined it was appropriate to establish a reserve of $354,000 and $670,000 for its SleepVirtual and FOT inventory, respectively.

Operating Expenses. During our second quarter ended April 30, 2016, the Company recorded a non-recurring charge of $650,000 to general and administrative expense to recognize a legal settlement the Company reached with Neurovirtual USA, Inc., the manufacturer of the SleepVirtual sleep diagnostic product.

For the three and twelve months ended October 31, 2016, the Company recorded non-cash amortization expense to recognize the complete impairment of Medisoft goodwill ($3.3 million) and an impairment of certain Medisoft intangible assets ($298,000). These impairment charges resulted from the Company's annual review of Medisoft's forecasted future financial performance. With respect to goodwill, Medisoft's implied enterprise value, based upon expected future financial results, was below its historical carrying value, and as a result, goodwill was determined to be fully impaired. Regarding Medisoft intangible assets, the Company determined that the original value assigned to two patents and in-process research and development was deemed to be impaired because the respective assets were either abandoned or future revenue and cash flow streams could not be forecasted for these assets.

About MGC Diagnostics

MGC Diagnostics Corporation (NASDAQ: MGCD), is a global medical technology company dedicated to cardiorespiratory health solutions. The Company, through its Medical Graphics Corporation and Medisoft SA subsidiaries, develops, manufactures and markets non-invasive diagnostic systems. This portfolio of products provides solutions for disease detection, integrated care, and wellness across the spectrum of cardiorespiratory healthcare. The Company's products are sold internationally through distributors and, in the United States, France and Belgium, primarily through a direct sales force targeting heart and lung specialists located in hospitals, university-based medical centers, medical clinics, physicians' offices, pharmaceutical companies, medical device manufacturers, and clinical research organizations (CROs). For more information about MGC Diagnostics, visit www.mgcdiagnostics.com.

Cautionary Statement Regarding Forward Looking Statements

From time to time, in reports filed with the Securities and Exchange Commission, in press releases, and in other communications to shareholders or the investing public, MGC Diagnostics Corporation may make forward-looking statements concerning possible or anticipated future financial performance, business activities or plans that include the words "believes," "expects," "anticipates," "intends" or similar expressions. For these forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in federal securities laws. These forward-looking statements are subject to a number of factors, risks and uncertainties, including those disclosed in our periodic filings with the SEC that could cause actual performance, activities or plans after the date the statements are made to differ significantly from those indicated in the forward-looking statements. For a list of these factors, see the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward Looking Statements," in the Company's Form 10-K for the year ended October 31, 2015, and any updates in subsequent filings on Form 10-Q or Form 8-K under the Securities Exchange Act of 1934.

Contacts



    Company                          Investors
    -------                          ---------

    Wesley W. Winnekins              Joe Dorame, Robert Blum, Joe Diaz

    MGC Diagnostics Corporation      Lytham Partners, LLC

    Chief Financial Officer          (602) 889-9700

    (651) 484-4874                   mgcd@lythampartners.com

(Financial Tables to Follow)


    MGC DIAGNOSTICS CORPORATION AND SUBSIDIARIES

    Consolidated Balance Sheets

    October 31, 2016 and October 31, 2015

    (In thousands, except share and per share data)

                                                  October 31,           October 31,

                                                         2016                   2015

                      Assets                      (Unaudited)

    Current Assets:

    Cash                                                         $7,265                        $6,553

    Accounts receivable, net of allowance
     for doubtful accounts of $92 and
     $117, respectively                                         8,286                         7,416

    Inventories, net of obsolescence
     reserve of $1,281 and $288,
     respectively                                               4,916                         6,759

    Prepaid expenses and other current
     assets                                                       586                           988
                                                                  ---                           ---

    Total current assets                                       21,053                        21,716
                                                               ------                        ------

    Property and equipment, net of
     accumulated depreciation of $4,754
     and $4,431 respectively                                    2,632                         2,894

    Intangible assets, net                                      4,211                         4,305

    Goodwill                                                -                        3,324

    Deferred income taxes                                       2,643                         3,342

    Other non-current assets                                      139                             7

    Total Assets                                                $30,678                       $35,588
                                                                =======                       =======

       Liabilities and Shareholders' Equity

    Current Liabilities:

    Accounts payable                                             $2,876                        $2,617

    Employee compensation                                       1,550                         1,854

    Deferred income                                             4,007                         3,608

    Current portion of long-term debt                       -                          785

    Other current liabilities and accrued
     expenses                                                     948                         1,493
                                                                  ---                         -----

    Total current liabilities                                   9,381                        10,357
                                                                -----                        ------

    Long-term liabilities:

    Long-term debt, less current portion                    -                        2,158

    Long-term deferred income and other                         4,374                         3,146
                                                                -----                         -----

    Total Liabilities                                          13,755                        15,661
                                                               ------                        ------

    Commitments and Contingencies

    Shareholders' Equity:

    Common stock, $0.10 par value,
     authorized 25,000,000 shares,
     4,378,811 and 4,324,379 shares
     issued and 4,337,314 and 4,274,386
     shares outstanding in 2016 and 2015,
     respectively                                                 434                           427

    Undesignated shares, authorized
     5,000,000 shares, no shares issued
     and outstanding                                        -                            -

    Additional paid-in capital                                 24,859                        24,118

    Accumulated deficit                                       (8,129)                      (4,355)

    Accumulated other comprehensive loss                        (241)                        (263)
                                                                 ----                          ----

    Total Shareholders' Equity                                 16,923                        19,927

    Total Liabilities and
     Shareholders' Equity                                       $30,678                       $35,588
                                                                =======                       =======




    MGC DIAGNOSTICS CORPORATION AND SUBSIDIARIES

    Consolidated Statements of Comprehensive (Loss) Income

    (Unaudited in thousands, except per share data)


                                                           Three Months Ended  Twelve Months Ended

                                                              October 31,          October 31,
                                                              -----------          -----------

                                                                          2016                  2015       2016       2015
                                                                          ----                  ----       ----       ----


    Revenue

         Equipment, supplies and
          accessories revenues                                          $9,684                 8,734     33,063     30,636

         Service revenue                                               1,815                 1,821      6,977      6,831
                                                                       -----                           -----

                                                                        11,499                10,555     40,040     37,467
                                                                        ------                ------     ------     ------


    Cost of revenues

         Cost of equipment, supplies and
          accessories revenues                                         4,816                 4,469     16,761     16,082

         Loss on inventory valuation                                   1,024                     -     1,024          -

         Cost of service revenues                                        522                   560      2,080      2,066
                                                                         ---                           -----

                                                                         6,362                 5,029     19,865     18,148
                                                                         -----                 -----     ------     ------

    Gross margin                                                       5,137                 5,526     20,175     19,319


    Operating expenses:

         Selling and marketing                                         3,023                 2,474     10,514      8,831

         General and administrative                                    1,213                 1,412      5,737      5,722

         Research and development                                        662                   693      2,678      2,931

         Amortization of intangibles                                     373                    64        550        232

         Impairment of goodwill                                        3,313                     -     3,313          -

                                                                         8,584                 4,643     22,792     17,716
                                                                         -----                 -----     ------     ------


    Operating (loss) income                                          (3,447)                  883    (2,617)     1,603

         Interest expense, net                                             5                    50        188        247

         Foreign currency loss (gain)                                    160                  (29)        46        929
                                                                         ---                   ---        ---        ---

    (Loss) income before taxes                                       (3,612)                  862    (2,851)       427

         Provision for (benefit from)
          taxes                                                          463                 (150)       923    (3,549)
                                                                         ---                  ----        ---     ------

    Net (loss) income                                                (4,075)                1,012    (3,774)     3,976

    Other comprehensive (loss)
     income, net of tax

         Effect of foreign currency
          translation adjustments                                         31                  (27)        22      (149)
                                                                         ---                   ---        ---       ----

    Comprehensive (loss)
     income                                                           $(4,044)                  985    (3,752)     3,827


    (Loss) income per share

         Basic                                                         $(0.94)                 0.24     (0.88)      0.94


         Diluted                                                       $(0.94)                 0.24     (0.88)      0.94


    Weighted average common shares
     outstanding:

         Basic                                                         4,337                 4,269      4,312      4,238
                                                                       =====                 =====      =====      =====

         Diluted                                                       4,337                 4,285      4,312      4,247
                                                                       =====                 =====      =====      =====


    MGC DIAGNOSTICS CORPORATION AND SUBSIDIARIES

    Consolidated Statements of Cash Flows

    (Unaudited in thousands)

                                                 Year ended October 31,
                                                 ----------------------

                                                 2016                   2015
                                                 ----                   ----

    Cash flows from operating
     activities:

    Net (loss) income                                   $(3,774)                   $3,976

    Adjustments to reconcile net
     (loss) income to net cash
     provided by operating
     activities:

    Depreciation                                           439                       439

    Amortization                                           943                       627

    Loss on impairment of
     goodwill                                            3,313                         -

    Stock-based compensation                               679                       496

    Deferred income taxes
     (benefit)                                             699                   (3,655)

    Loss on inventory valuation                          1,024                         -

    Loss on foreign currency                                43                       938

    Decrease in allowance for
     doubtful accounts                                    (24)                    (111)

    Increase (decrease) in
     inventory obsolescence
     reserve                                              (31)                    (159)

    Loss on disposal of
     equipment                                               2                         3

    Changes in operating assets
     and liabilities:

    Accounts receivable                                  (848)                    (356)

    Inventories                                            850                   (1,133)

    Prepaid expenses and other
     current assets                                        269                       913

    Accounts payable                                       244                     (423)

    Employee compensation                                (302)                      236

    Deferred income                                      1,554                       238

    Other current liabilities
     and accrued expenses                                (518)                      129
                                                          ----                       ---

    Net cash provided by
     operating activities                                4,562                     2,158
                                                         -----                     -----


    Cash flows from investing
     activities:

    Purchases of property and
     equipment and intangible
     assets                                              (907)                    (927)

    Net assets of business
     acquired, net of cash
     received                                       -                        447
                                                  ---                        ---

       Net cash used in investing
        activities                                       (907)                    (480)
                                                          ----                      ----


    Cash flows from financing
     activities:

    Payment of debt issuance
     costs                                          -                        (5)

    Payment of long-term
     borrowing                                         (3,000)                    (800)

    Dividends paid                                  -                          -

    Proceeds from issuance of
     common stock under employee
     stock purchase plan                                    97                       117

    Proceeds from the exercise
     of stock options                               -                         57

    Repurchase of common stock
     upon vesting of restricted
     stock awards                                         (28)                     (48)

       Net cash used in financing
        activities                                     (2,931)                    (679)

    Effect of exchange rate
     changes on cash                                      (12)                    (121)

    Net increase in cash                                   712                       878

    Cash at beginning of period                          6,553                     5,675

    Cash at end of
     period                                               $7,265                    $6,553
                                                          ======                    ======


    Cash paid for
     taxes                                                  $205                       $53

    Cash paid for interest                                  99                       161

    Supplemental non-cash items:

    Current and non-
     current
     liabilities
     issued for
     leasehold
     improvements                                            $51                         -

    Common stock issued for
     long-term liability                            -                         33

MGC Diagnostics Corporation and Subsidiaries
SUPPLEMENTAL FINANCIAL INFORMATION
NON-GAAP FINANCIAL MEASURES
(Unaudited in thousands, except per share data)

In addition to financial results reported in accordance with accounting principles generally accepted in the United States of America ("GAAP"), the Company has provided the following adjusted non-GAAP financial measures in this release and the accompanying Consolidated Statements of Comprehensive (Loss) Income (see tables A-1 and A-2) and an itemized reconciliation between net loss and non-GAAP adjusted net loss (see table A-3):


    --  adjusted operating expenses,
    --  adjusted operating income (loss),
    --  adjusted net income (loss), and
    --  adjusted net income (loss) per share.

The Company has recently started to use these adjusted non-GAAP financial measures to facilitate period-to-period comparisons and analysis of its operating performance and believes they are useful to investors as a supplement to GAAP measures in analyzing, trending and benchmarking the performance and value of the Company's business. However, these measures are not intended to be a substitute for those reported in accordance with GAAP. These measures may be different from adjusted non-GAAP financial measures used by other companies, even when similar terms are used to identify these measures. For a reconciliation of these measures, see the Consolidated Statements of Comprehensive (Loss) Income and an itemized reconciliation between net loss and non-GAAP adjusted net loss accompanying this release.

In order to calculate these non-GAAP financial measures, the Company makes adjustments to certain GAAP financial line items found on its Consolidated Statements of Comprehensive (Loss) Income, backing out non-recurring, infrequent or unusual items that the Company believes otherwise distort the underlying results and trends of the ongoing business. The Company has excluded the following items from one or more of our adjusted non-GAAP financial measures for the periods presented:

Revenue. The Company is no longer pursuing its strategic initiative in the sleep market. The Company does not intend to purchase additional SleepVirtual inventory, and expects to dispose of its existing inventory over the next couple of years. As a result, for the three and twelve months ended October 31, 2015, we excluded a portion of revenue attributed to sales of SleepVirtual inventory.

The Company has established a reserve for Resmon PRO FOT inventory in excess of near term requirements. For the three and twelve months ended October 31, 2016 and 2015, we excluded a portion of revenue attributed to sales of Resmon PRO FOT inventory.

Cost of Revenues. For the three and twelve months ended October 31, 2016, we excluded a portion of cost of revenues representing a reserve we established to recognize the impairment of our SleepVirtual inventory. This product was purchased by the Company from a third-party manufacturer as a strategic initiative to diversify its product portfolio. On October 31, 2016, we had 65 units of SleepVirtual inventory with a carrying value of $532,500. The Company conducted a review of the sale prospects of this product for the next 12 to 24 months and determined that it was likely it could not sell all of this inventory during this time period. As a result of this review, the Company determined it was appropriate to establish a reserve of $354,000 for its SleepVirtual inventory.

Similarly, for the three and twelve months ended October 31, 2016 and 2015, we excluded a portion of cost of revenues representing a reserve we established to recognize the impairment of our Resmon PRO FOT inventory. This product was purchased by the Company from a third-party manufacturer as a strategic initiative to diversify its product portfolio and FDA approval was significantly delayed resulting in inventory being in excess of projected near term sales expectations. On October 31, 2016, we had 194 units of Resmon PRO FOT inventory with a carrying value of $1,160,000. The Company conducted a review of the sale prospects of this product for the next 12 to 24 months and determined that it was likely it could not sell all of this inventory during this time period. The future outcome of this strategic initiative will rely on multiple factors not yet determined. As a result of this review, the Company determined it was appropriate to establish a reserve of $670,000 for its Resmon PRO FOT inventory.

In addition, for the three and twelve months ended October 31, 2015, we excluded a portion of cost of revenues attributed to sales of SleepVirtual inventory. Likewise, for the three and twelve months ended October 31, 2016 and 2015, we excluded a portion of cost of revenues attributed to sales of Resmon PRO FOT inventory.

The Company believes that the adjustments to eliminate the effect of the SleepVirtual strategic initiative and the projected outcome of the Resmon PRO FOT strategic initiative represent unusual items that are unrelated to our core performance during the fiscal 2016 and 2015 periods presented.

Further, the Company intends to disclose in future periods, including non-GAAP disclosure if material, the effect that the fiscal 2016 inventory reserves for SleepVirtual and Resmon PRO FOT have on operating results for those periods.

Operating Expenses. During our second quarter ended April 30, 2016, the Company recorded a non-recurring charge of $650,000 to recognize a settlement payment the Company incurred to close a legal dispute with Neurovirtual USA, Inc., the manufacturer of the SleepVirtual sleep diagnostic product. The Company believes it is appropriate to back out this legal settlement because it relates to a strategic initiative and the Company has not recognized any gain or loss associated with any other lawsuit for a number of years.

For the three and twelve months ended October 31, 2016, we excluded the complete impairment of Medisoft goodwill ($3.3 million) and a partial impairment of certain Medisoft intangible assets ($298,000). These impairment charges resulted from the Company's annual review of Medisoft's forecasted future financial performance. With respect to goodwill, Medisoft's implied enterprise value, based upon expected future financial results, was significantly below its book carrying value, which implied that goodwill was fully impaired. Regarding Medisoft intangible assets, the Company determined that the original value assigned to two patents and in-process research and development was deemed to be impaired because the respective assets were either abandoned or future revenue and cash flow streams could not be forecasted for these assets.

Non-GAAP Tax Rate. The estimated non-GAAP effective tax rate adjusts the tax effect in order to quantify the tax consequences of the excluded non-GAAP items.

Descriptions of the non-GAAP financial measures included in this release and the accompanying Consolidated Statements of Comprehensive Income (Loss) are as follows:

Adjusted gross profit margin is a non-GAAP financial measure that we have calculated by excluding the revenue and cost of revenues related to SleepVirtual and Resmon PRO FOT sales and the reserve we established to recognize the impairment of our SleepVirtual and Resmon PRO FOT inventory. These adjustments are unrelated to our core performance during the fiscal 2016 and 2015 periods presented. Therefore, we believe it is useful to exclude these amounts to better understand our business performance and allow investors to compare our results with peer companies.

Adjusted net income (loss) and non-GAAP earnings (loss) per share. We define non-GAAP net income (loss) as net income (loss) less revenue and cost of revenues related to SleepVirtual and Resmon PRO FOT sales, inventory reserves established for SleepVirtual and Resmon PRO FOT inventory, non-recurring charges incurred for a legal settlement and impairment expense associated with impaired assets. In order to provide a complete picture of our recurring core business operating results, we also exclude from fiscal 2016 non-GAAP net income (loss) the tax effect of these adjustments. We used an effective tax rate that we believe would be applicable if our income approximated the non-GAAP net income (loss) for the presented periods. We caution investors that the tax effects of these adjustments are based on management's estimates. We believe that these non-GAAP financial measures provide useful supplemental information for evaluating our financial performance.

In the fiscal 2015 third quarter, the Company recognized a one-time tax benefit of $3.1 million due to the partial reversal of the valuation allowance on deferred tax assets that were primarily related to its net operating loss carryforwards. The recognition of this tax benefit is unrelated to our core performance during the fiscal 2015 periods presented. Therefore, we believe it is useful to exclude this amount in order to better understand our business performance and allow investors to compare our results with peer companies.

Table A-1



    MGC DIAGNOSTICS CORPORATION AND SUBSIDIARIES

    Consolidated Statements of Comprehensive (Loss) Income

    (Unaudited in thousands, except per share data)


                                                                                                  Three Months Ended                                Three Months Ended

                                                                                                   October 31, 2016                                  October 31, 2015
                                                                                                 ----------------                            ----------------

                                                                                                                        NON-GAAP                NON-GAAP                                           NON-GAAP               NON-GAAP

                                                                                         GAAP                         Adjustments              Adjusted                    GAAP                  Adjustments             Adjusted
                                                                                        ----                         -----------               --------                   ----                  -----------              --------


    Revenue

                                                      Equipment, supplies and
                                                      accessories revenues                           $9,684                            $(65)                      $9,619                $8,734                    $(160)                  $8,574

                                                     Service revenue                                  1,815                                -                       1,815                 1,821                         -                   1,821


                                                                                                   11,499                             (65)                      11,434                10,555                     (160)                  10,395
                                                                                                   ------                              ---                       ------                ------                      ----                   ------


    Cost of revenues

                                                      Cost of equipment, supplies and
                                                      accessories revenues                            4,816                             (44)                       4,772                 4,469                     (149)                   4,320

                                                     Loss on inventory valuation                      1,024                          (1,024)                           -                    -                        -                       -

                                                     Cost of service revenues                           522                                -                         522                   560                         -                     560


                                                                                                    6,362                          (1,068)                       5,294                 5,029                     (149)                   4,880
                                                                                                    -----                           ------                        -----                 -----                      ----                    -----

    Gross margin                                                                                   5,137                            1,003                        6,140                 5,526                      (11)                   5,515

                                                                                           44.7%                                                    53.7%                    52.4%                                            53.1%

    Operating expenses:

                                                     Selling and marketing                            3,023                                -                       3,023                 2,474                         -                   2,474

                                                     General and administrative                       1,213                                -                       1,213                 1,412                         -                   1,412

                                                     Research and development                           662                                -                         662                   693                         -                     693

                                                     Amortization of intangibles                        373                            (298)                          75                    64                         -                      64

                                                     Impairment of goodwill                           3,313                          (3,313)                           -                    -                        -                       -

                                                                                           8,584                           (3,611)                   4,973                     4,643                          -                  4,643
                                                                                           -----                            ------                    -----                     -----                        ---                  -----


    Operating (loss) income                                                                      (3,447)                           4,614                        1,167                   883                      (11)                     872

                                                     Interest expense, net                                5                                -                           5                    50                         -                      50

                                                     Foreign currency loss (gain)                       160                                -                         160                  (29)                        -                    (29)


    (Loss) income before taxes                                                                   (3,612)                           4,614                        1,002                   862                      (11)                     851

                                                     Provision for (benefit from) taxes                 463                              443                          906                 (150)                      (4)                   (154)


    Net (loss) income                                                                            (4,075)                           4,171                           96                 1,012                       (7)                   1,005

    Other comprehensive (loss) income, net of tax

                                                      Effect of foreign currency
                                                      translation adjustments                            31                                -                          31                  (27)                        -                    (27)


    Comprehensive (loss) income                                                                  $(4,044)                          $4,171                         $127                  $985                      $(7)                    $978
                                                                                                  =======                           ======                         ====                  ====                       ===                     ====

    (Loss) income per share

                                                     Basic                                          $(0.94)                                                       $0.02                 $0.24                                             $0.24
                                                     =====

                                                     Diluted                                        $(0.94)                                                       $0.02                 $0.24                                             $0.23
                                                     =======

    Weighted average common shares outstanding:

                                                     Basic                                            4,337                                                        4,337                 4,269                                             4,269


                                                     Diluted                                          4,337                                                        4,362                 4,285                                             4,285

Table A-2



    MGC DIAGNOSTICS CORPORATION AND SUBSIDIARIES

    Consolidated Statements of Comprehensive (Loss) Income

    (Unaudited in thousands, except per share data)


                                                                                                  Twelve Months Ended                                Twelve Months Ended

                                                                                                   October 31, 2016                                   October 31, 2015
                                                                                                 ----------------                             ----------------

                                                                                                                         NON-GAAP                NON-GAAP                                           NON-GAAP                  NON-GAAP

                                                                                         GAAP                          Adjustments              Adjusted                    GAAP                  Adjustments                Adjusted
                                                                                        ----                          -----------               --------                   ----                  -----------                 --------


    Revenue

                                                      Equipment, supplies and
                                                      accessories revenues                          $33,063                            $(163)                     $32,900               $30,636                       $(241)                 $30,395

                                                     Service revenue                                  6,977                                 -                       6,977                 6,831                            -                   6,831


                                                                                                   40,040                             (163)                      39,877                37,467                        (241)                  37,226
                                                                                                   ------                              ----                       ------                ------                         ----                   ------


    Cost of revenues

                                                      Cost of equipment, supplies and
                                                      accessories revenues                           16,761                             (102)                      16,659                16,082                        (214)                  15,868

                                                     Loss on inventory valuation                      1,024                           (1,024)                           -                    -                           -                       -

                                                     Cost of service revenues                         2,080                                 -                       2,080                 2,066                            -                   2,066


                                                                                                   19,865                           (1,126)                      18,739                18,148                        (214)                  17,934
                                                                                                   ------                            ------                       ------                ------                         ----                   ------

    Gross margin                                                                                  20,175                               963                       21,138                19,319                         (27)                  19,292

                                                                                           50.4%                                                     53.0%                    51.6%                                               51.8%

    Operating expenses:

                                                     Selling and marketing                           10,514                                 -                      10,514                 8,831                            -                   8,831

                                                     General and administrative                       5,737                             (650)                       5,087                 5,722                            -                   5,722

                                                     Research and development                         2,678                                 -                       2,678                 2,931                            -                   2,931

                                                     Amortization of intangibles                        550                             (298)                         252                   232                            -                     232

                                                     Impairment of goodwill                           3,313                           (3,313)                           -                    -                           -                       -

                                                                                          22,792                            (4,261)                  18,531                    17,716                          -                    17,716
                                                                                          ------                             ------                   ------                    ------                        ---                    ------


    Operating (loss) income                                                                      (2,617)                            5,224                        2,607                 1,603                         (27)                   1,576

                                                     Interest expense, net                              188                                 -                         188                   247                            -                     247

                                                     Foreign currency loss (gain)                        46                                 -                          46                   929                            -                     929


    (Loss) income before taxes                                                                   (2,851)                            5,224                        2,373                   427                         (27)                     400

                                                     Provision for (benefit from) taxes                 923                               650                        1,573               (3,549)                       3,102                    (447)


    Net (loss) income                                                                            (3,774)                            4,574                          800                 3,976                      (3,129)                     847

    Other comprehensive (loss) income, net of tax

                                                      Effect of foreign currency
                                                      translation adjustments                            22                                 -                          22                 (149)                           -                   (149)


    Comprehensive (loss) income                                                                  $(3,752)                           $4,574                         $822                $3,827                     $(3,129)                    $698
                                                                                                  =======                            ======                         ====                ======                      =======                     ====

    (Loss) income per share

                                                     Basic                                          $(0.88)                                                        $0.19                 $0.94                                                $0.20
                                                     =====

                                                     Diluted                                        $(0.88)                                                        $0.19                 $0.94                                                $0.20
                                                     =======

    Weighted average common shares outstanding:

                                                     Basic                                            4,312                                                         4,312                 4,238                                                4,238


                                                     Diluted                                          4,312                                                         4,319                 4,247                                                4,247

Table A-3



    MGC DIAGNOSTICS CORPORATION AND SUBSIDIARIES

    Itemized Reconciliation of Net (Loss) Income and Non-GAAP Net (Loss) Income

    (Unaudited in thousands)


                                                         Three Months Ended                Twelve Months Ended

                                                             October 31,                       October 31,
                                                             -----------                     -----------

                                                                                    2016                        2015        2016       2015
                                                                                    ----                        ----        ----       ----

    Net (loss) income                                                           $(4,075)                     $1,012    $(3,774)    $3,976

    Reconciling items:

                           Revenue from SleepVirtual
                           inventory                                                     -                       (50)          -     (123)

                           Cost of revenue from
                           SleepVirtual inventory                                        -                         33           -        91

                           Loss on inventory valuation -
                           SleepVirtual                                                354                           -        354          -

                           Revenue from Resmon PRO FOT
                           inventory                                                  (65)                      (110)      (163)     (118)

                           Cost of revenue from Resmon
                           PRO FOT inventory                                            44                         116         102        123

                           Loss on inventory valuation -
                           Resmon Pro FOT                                              670                           -        670          -

                           Legal settlement -
                           SleepVirtual                                                  -                          -        650          -

                           Loss on impairment -Medisoft
                           intangible assets                                           298                           -        298          -

                           Loss on impairment -Medisoft
                           goodwill                                                  3,313                           -      3,313          -

                           Tax effects of reconciling
                           items                                                     (443)                          4       (650)         9

                           Deferred tax asset valuation
                           reserve reversal                                              -                                     -   (3,111)

    Non-GAAP adjusted net
     (loss) income                                                                   $96                      $1,005        $800       $847
                                                                                     ===                      ======        ====       ====

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SOURCE MGC Diagnostics Corporation