8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2005

Adeza Biomedical Corporation

(Exact name of registrant as specified in its charter)

000-20703
( Commission File Number )

Delaware
(State or other jurisdiction of
incorporation) 77-0054952
(I.R.S. Employer Identification No.)

1240 Elko Drive
Sunnyvale, California 94089
(Address of principal executive offices, with zip code)

(408) 745-0975
(Registrant’s telephone number, including area code)

 
(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 2.02 Results of Operations and Financial Condition

     On November 2, 2005 Adeza Biomedical Corporation (the “Company”) issued a press release announcing its financial results for the quarter and nine months ended September 30, 2005. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits.

Exhibit 99.1 Press release dated November 2, 2005

2

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 hereunto duly authorized.

	ADEZA BIOMEDICAL CORPORATION
Date: November 2, 2005	By:	/s/ Mark D. Fischer-Colbrie
		Mark D. Fischer-Colbrie
		Vice President, Finance and Administration and Chief Financial Officer

3

EXHIBIT INDEX

Exhibit
No.	Description
99.1	Press release dated November 2, 2005

EX-99.1

EXHIBIT 99.1

COMPANY CONTACT:	INVESTOR CONTACTS:
Mark Fischer-Colbrie	Jody Cain (jcain@lhai.com)
Chief Financial Officer	Bruce Voss (bvoss@lhai.com)
Adeza Biomedical Corporation	Lippert/Heilshorn & Associates, Inc.
(408) 745-0975 ext 520	(310) 691-7100
ir@adeza.com

For Immediate Release

ADEZA ANNOUNCES THIRD QUARTER 2005 FINANCIAL RESULTS

Reports 13^th Consecutive Quarter of Profitability on Record Product Sales

Conference Call Begins at 4:30 p.m. Eastern Time Today

SUNNYVALE, Calif. (November 2, 2005) - Adeza (NASDAQ: ADZA) today announced financial results for the three and nine months ended September 30, 2005.

Adeza reported record quarterly product sales of $11.4 million for the third quarter of 2005, an increase of 30% from product sales of $8.8 million for the third quarter of 2004. This increase is primarily attributable to higher sales volume of FullTerm^®, The Fetal Fibronectin Test.

Net income for the third quarter of 2005 was $2.2 million, marking the company’s 13^th consecutive profitable quarter. This compares with net income of $5.2 million for the third quarter of 2004, which included a one-time decrease in royalty expenses of $3.7 million. Diluted earnings per share for the third quarter of 2005 was $0.12 based on 17.9 million shares outstanding, up from the $0.10 reported in the second quarter of 2005, and compared with diluted earnings per share of $0.39 based on 13.5 million shares outstanding for the third quarter of 2004, which included the one-time decrease in royalty expense. The change in share count is primarily the result of the completion of the company’s initial public offering of 4.3 million common shares in December 2004.

For the three months ended September 30, 2005, selling and marketing expenses were $4.6 million, up from $4.2 million for the comparable period in 2004, due mainly to expansion of the direct sales force and marketing programs. General and administrative expenses for the quarter increased to $2.0 million from $1.1 million in the prior-year third quarter, due primarily to costs associated with operating as a public company. Research and development expenses were $1.6 million for the third quarter of 2005, compared with $0.6 million last year, due primarily to costs related to expanded product development efforts and clinical studies.

Product sales for the first nine months of 2005 totaled $31.7 million, an increase of 30% from $24.4 million for the first nine months of 2004. For the nine months ended September 30, 2005, Adeza reported net income of $5.4 million, or $0.31 per diluted share based on 17.8 million shares outstanding, compared with net income of $7.3 million, or $0.54 per diluted share based on 13.4 million shares outstanding.

As of September 30, 2005, Adeza had cash and cash equivalents of $86.8 million, stockholders’ equity of $89.1 million and working capital of $88.6 million.

“We are reporting another quarter of solid financial performance with continued profitability on record product sales, driven by additional market penetration of our FullTerm, The Fetal Fibronectin Test,” said Emory V. Anderson, president and chief executive officer of Adeza. “We continue to execute on our strategy of leveraging our existing sales and marketing infrastructure to increase utilization of our test in the current customer base and to add new customers in our core ‘signs-and-symptoms’ market, while implementing marketing programs that support testing women who are at ‘high risk’ for preterm birth.”

Conference Call
Adeza’s management will host an investment-community conference call today at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time) to discuss these results and answer questions.

Individuals interested in participating in the conference call may do so by dialing (888) 463-4383 for domestic callers, or (706) 634-5615 for international callers. A telephone replay will be available for 48 hours following the conclusion of the call by dialing (800) 642-1687 for domestic callers, or (706) 645-9291 for international callers, and entering reservation code 1889378.

The live call will also be available via the Internet via the Investors section of the company’s Web site at www.adeza.com. A webcast replay of the call will be made available following the conclusion of the call.

About Adeza
Adeza designs, manufactures and markets innovative products for women’s health. Adeza’s initial focus is on reproductive healthcare, using its proprietary technologies to predict preterm birth and assess infertility. Adeza’s principal product is a patented diagnostic test, FullTerm, The Fetal Fibronectin Test, which utilizes a single-use, disposable cassette and is analyzed on Adeza’s patented TLi_IQ^® System. This product is approved by the U.S. Food and Drug Administration (FDA) for use in assessing the risk of preterm birth. Adeza also markets and sells the E-tegrity^® Test, an infertility-related test to assess receptivity of the uterus to embryo implantation in women with unexplained infertility.

Adeza cautions you that statements included in this press release that are not a description of historical facts may be forward-looking statements, including, for example, statements relating to Adeza’s sales and marketing strategy. The inclusion of forward-looking statements should not be regarded as a representation by Adeza that any of its plans will be achieved. Actual results may differ materially from those set forth in this release due to the risks and uncertainties inherent in Adeza’s business including, without limitation, risks and uncertainties relating to the expansion of products, markets and offerings and additional product indications. All forward-looking statements are qualified in their entirety by this cautionary statement and Adeza undertakes no obligation to revise or update this news release to reflect events or circumstances after the date hereof.

[Tables to follow]

Adeza
Condensed Statements of Operations
(Unaudited)
(in thousands, except share and per share information)

	Three months ended					Nine months ended
	September 30,					September 30,
	2005		2004			2005		2004
Product sales	$	11,419	$	8,767		$	31,663	$	24,405
Cost of product sales		1,703		(2,448	)		4,559		895
Gross profit		9,716		11,215			27,104		23,510
Operating costs and expenses:
Selling and marketing		4,566		4,153			14,078		11,638
General and administrative		1,959		1,079			5,363		2,631
Research and development		1,634		559			3,711		1,755
Total operating costs and expenses		8,159		5,791			23,152		16,024
Income from operations		1,557		5,424			3,952		7,486
Interest income		729		48			1,802		104
Income before provision for income taxes		2,286		5,472			5,754		7,590
Provision for income taxes		136		226			319		307
Net income	$	2,150	$	5,246		$	5,435	$	7,283
Basic net income per share	$	0.13	$	28.77		$	0.32	$	39.97
Diluted net income per share	$	0.12	$	0.39		$	0.31	$	0.54
Shares used to compute basic net income per share		16,990,858		182,344			16,802,712		182,222
Shares used to compute diluted net income per share		17,931,154		13,454,649			17,797,756		13,383,760

Adeza
Condensed Balance Sheets
(in thousands, except share and per share information)

	September 30,			December 31,
	2005			2004
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	86,849		$	80,118
Accounts receivable, net		7,765			6,628
Inventories		739			667
Prepaid and other current assets		261			271
Total current assets		95,614			87,684
Property and equipment, net		354			268
Intangible assets, net		140			176
Total assets	$	96,108		$	88,128
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	2,491		$	2,750
Accrued compensation		1,515			1,863
Accrued royalties		699			1,007
Other accrued liabilities		2,201			752
Deferred revenue		59			45
Total current liabilities		6,965			6,417
Commitments Stockholders’ equity:
Common stock, $0.001 par value; 100,000,000 shares authorized; 17,117,167 and 16,461,390 shares issued and outstanding at September 30, 2005 and December 31, 2004, respectively		17			16
Additional paid-in capital		131,022			129,695
Deferred compensation		(2,563	)		(3,232	)
Accumulated deficit		(39,333	)		(44,768	)
Total stockholders’ equity		89,143			81,711
Total liabilities and stockholders’ equity	$	96,108		$	88,128

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